On January 31, 2021, the Company acquired the Vacuum and Blower Systems division of Tuthill Corporation for cash consideration of $184.4 million. The business operates under the tradenames M-D Pneumatics and Kinney Vacuum Pumps and is a leader in the design and manufacture of positive displacement blowers, mechanical vacuum pumps, vacuum boosters and

engineered blower and vacuum systems. The results of this business are reported within the Industrial Technologies and Services segment from the date of acquisition. Due to the timing of the acquisition, the allocation of purchase price is preliminary and will be refined as additional information becomes available. The preliminary goodwill recognized of $80.0 million is attributable to the expected cost synergies, anticipated growth of new and existing customers, and the assembled workforce. The goodwill resulting from this acquisition is expected to be deductible for tax purposes.

Also in the six months ended June 30, 2021, the Company acquired five sales and service businesses in the Industrial Technologies and Services segment and one pump technology business in the Precision Science and Technologies segment. The aggregate consideration for these acquisitions was $31.5 million.

The following table summarizes the preliminary allocation of consideration to the fair values of identifiable assets acquired and liabilities assumed at the acquisition date.


	M-D Pneumatics and Kinney Vacuum Pumps		All Others
Accounts receivable	$	4.8	$	2.5
Inventories	3.8		2.7
Other current assets	0.6		—
Property, plant and equipment	16.2		2.5
Goodwill	80.0		3.5
Other intangible assets	82.5		23.9
Total current liabilities	(3.5)		(1.8)
Total noncurrent liabilities	—		(1.8)
Total consideration	$	184.4	$	31.5

The revenue and operating income included in the financial statements for these acquisitions subsequent to their date of acquisition is $31.5 million and $4.0 million, respectively.

On February 29, 2020, Ingersoll Rand (formerly Gardner Denver Holdings, Inc.) completed the acquisition of and merger with Ingersoll Rand Industrial in exchange for shares of the Company's common stock with a fair value of $6,937.0 million.


Fair value of Ingersoll Rand common stock issued for Ingersoll Rand Industrial outstanding common stock	$	6,919.5
Fair value attributable to pre-merger service for replacement equity awards	8.6
Fair value attributable to pre-merger service for deferred compensation plan	8.9
Total purchase consideration	$	6,937.0

Ingersoll Rand Industrial was separated from Ingersoll Rand plc (subsequently renamed Trane Technologies Plc) through a distribution to shareholders of Trane Technologies and subsequently merged with Gardner Denver Holdings, Inc. This transaction was accounted for as a business combination. The assets and liabilities of Ingersoll Rand Industrial were measured at their fair values as of the date of the merger. The determination of fair values required the Company to make estimates about expected future cash flows, discount rates, royalty rates and other subjective assumptions and future events that are highly uncertain. These measurements were finalized within one year of the closing date of the transaction.

The following table summarizes the allocation of consideration to the fair values of assets acquired and liabilities assumed of Ingersoll Rand Industrial as of February 29, 2020. Included in these amounts are assets and liabilities of SVT, which has been reported as a discontinued operation in these Condensed Consolidated financial statements. Refer to Note 2 for further information on the sale of SVT.


	Fair value
Cash	$	38.8
Accounts receivable	585.8
Inventories	625.4
Other current assets	87.2
Property, plant and equipment	516.5
Goodwill	4,899.2
Other intangible assets	3,766.6
Other noncurrent assets	270.9
Total current liabilities, including current maturities of long-term debt of $19.0 million	(753.0)
Deferred tax liability	(842.4)
Long-term debt, net of debt issuance costs and an original issue discount	(1,851.7)
Other noncurrent liabilities	(333.0)
Noncontrolling interest	(73.3)
Total consideration	$	6,937.0

The Company incurred $87.3 million of acquisition-related costs, including $42.3 million during the three-month period ended March 31, 2020. The remainder was incurred in 2019. These costs are presented within “Other operating expenses, net” in the Condensed Consolidated Statements of Operations. For additional information, see Note 2 “Business Combinations” of the annual report on Form 10-K for the year ended December 31, 2020.

The operating results of Ingersoll Rand Industrial have been included in the Company’s condensed consolidated financial statements since the date of acquisition. The results of Ingersoll Rand Industrial in the year of acquisition are shown below. These amounts include the effects of purchase accounting adjustments, primarily the amortization of intangible assets and the impacts on operating expenses of fair value adjustments to acquired inventory and property, plant and equipment. The amounts below exclude the operating results of SVT, which has been reported as a discontinued operation as a result of the transaction discussed in Note 2.


	For the Three Month Period Ended June 30, 2020		For the Six Month Period Ended June 30, 2020

Revenues	$	609.0	$	815.7
Income (Loss) from Continuing Operations Before Income Taxes	(82.1)		(124.8)

The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Ingersoll Rand Industrial as if the acquisition had been completed on January 1, 2019. The pro forma results have been prepared for comparative purposes only and do not necessarily represent what the revenue or results of operations would have been had the acquisition been completed on January 1, 2019. In addition, these results are not intended to be a projection of future operating results and do not reflect synergies that might be achieved. These amounts include revenue and net income attributable to SVT

The unaudited pro forma information includes adjustments for the preliminary purchase price allocation (including, but not limited to, amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to stock-based compensation expense, fair value adjustments to acquired inventories, the purchase accounting effect on deferred revenue, interest expense and amortization of debt issuance costs, transaction costs and related tax impacts) and the alignment of accounting policies.

The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the three and six month periods ended June 30, 2020 that are directly attributable to the acquisition.


	For the Three Month Period Ended June 30, 2020		For the Six Month Period Ended June 30, 2020

Increase to revenue as a result of deferred revenue fair value adjustment, net of tax	$	5.6	$	5.5
Decrease to expense as a result of inventory fair value adjustment, net of tax	(58.5)		(89.6)
Decrease to expense as a result of transaction costs, net of tax	—		(38.1)

During the three months ended June 30, 2021, the Company and Trane Technologies concluded several post-closing steps of the Ingersoll Rand Industrial transaction. These steps included determining the final measurements of transferred working capital, indebtedness and retirement plan funding. Upon finalizing these measurements, Trane Technologies agreed to make a net payment of $49.5 million to Ingersoll Rand. This payment was made in July 2021. The Company realized a gain of $30.1 million during the second quarter to adjust its receivables for these items. This gain is reported within "Other income, net" on the Condensed Consolidated Statement of Operations.

On September 1, 2020, the Company acquired a manufacturer of electric peristaltic pumps for cash consideration, net of cash acquired, of $15.5 million and deferred consideration of $0.9 million. The results of this business are reported within the Precision and Science Technologies segment from the date of acquisition.

Also in the third quarter, within the Industrial Technologies and Services segment, the Company acquired two sales and service businesses for cash consideration of $15.0 million and deferred consideration of $5.1 million.

The revenue and operating income for the six months ended June 30, 2020 included in the financial statements for these acquisitions subsequent to their date of acquisition is $5.3 million and $2.0 million, respectively.