The Company acquired multiple businesses during the year ended December 31, 2021. Pro forma information has not been provided as the acquisitions did not have a material impact on the Company’s Consolidated Statements of Operations individually or in the aggregate. The revenues and operating income of each of the acquisitions below are included in the Company’s consolidated financial statements from the acquisition date.

On January 31, 2021, the Company acquired the Vacuum and Blower Systems division of Tuthill Corporation for cash consideration of $184.0 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 acquisition is intended to expand the product portfolio of the Industrial Technologies and Services segment with complementary technologies and applications. The goodwill arising from the acquisition 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.

On July 30, 2021, the Company acquired Maximus Solutions for cash consideration of $111.0 million, net of cash acquired. The business is a provider of digital controls and Industrial Internet of Things (IIoT) production management systems for the agritech software and controls market. The acquisition is intended to expand product and service offerings of the Precision and Science Technologies segment into attractive end markets and contribute to growth in digital and connected solutions. The goodwill arising from the acquisition is attributable to synergies expected from building on Maximus’s expertise in digital controls and IIoT systems and from anticipated growth from existing and new customers. None of this goodwill is expected to be deductible for tax purposes.

On August 31, 2021, the Company acquired Seepex GmbH (“Seepex”) for cash consideration of $482.1 million, net of cash acquired. Seepex is a global leader in progressive cavity pump solutions. The acquisition expands the product portfolio of the Precision and Science Technologies segment with offerings that primarily serve the water, wastewater, food and beverage, and chemical end markets. The goodwill arising from the acquisition is attributable to the expected cost synergies, anticipated growth of new and existing customers, and the assembled workforce. None of this goodwill is expected to be deductible for tax purposes.

On October 29, 2021, the Company acquired Air Dimensions Inc. for cash consideration of $70.6 million. The business designs, manufactures and sells vacuum diaphragm pumps primarily for environmental applications. The acquisition is intended to expand the product portfolio of the Precision and Science Technologies segment and further penetrate end markets such as emission monitoring, biogas, utility and chemical processing. The goodwill arising from the acquisition is attributable to growth expected from product and channel synergies and to the assembled workforce. The goodwill resulting from this acquisition is expected to be deductible for tax purposes.

On December 1, 2021, the Company acquired the assets of Tuthill Corporation’s Pump Group for cash consideration of $85.5 million. The business is a market leader in gear and piston pump solutions. The acquisition is intended to complement existing brands and technologies in the Precision and Science Technologies segment and further penetrate high growth end markets, including life and sciences, food and beverage, medical and water and wastewater treatment. The goodwill arising from the acquisition is attributable to revenue growth and cost savings opportunities and to the assembled workforce. The majority of the goodwill resulting from this acquisition is expected to be deductible for tax purposes.

Other acquisitions completed during the year ended December 31, 2021 include multiple sales and service businesses and a manufacturer of air purity analysis equipment in the Industrial Technologies and Services segment and a pump technology business in the Precision and Science Technologies segment. The aggregate consideration for these acquisitions was $44.6 million.

The following table summarizes the allocation of consideration to the fair values of identifiable assets acquired and liabilities assumed at the acquisition date. The initial accounting for these acquisitions is substantially complete. Any further adjustments during the measurement period are not expected to be material.


	Seepex		M-D Pneumatics and Kinney Vacuum Pumps		Maximus Solutions		All Others
Accounts receivable	$	24.9	$	4.8	$	4.3	9.3
Inventories	40.5		3.8		2.9		10.5
Other current assets	1.9		0.2		0.2		0.6
Property, plant and equipment	40.7		16.2		2.1		15.2
Goodwill	245.3		80.0		75.7		78.3
Intangible assets	243.6		82.5		39.5		95.9
Other noncurrent assets	1.1		—		—		—
Total current liabilities	(34.4)		(3.5)		(2.4)		(4.0)
Deferred tax liabilities	(75.4)		—		(11.3)		(4.1)
Other noncurrent liabilities	(6.1)		—		—		(1.0)
Total consideration	$	482.1	$	184.0	$	111.0	200.7

The revenue and operating income (loss) included in the financial statements for these acquisitions subsequent to their acquisition date was $145.9 million and $(4.5) million, respectively, for the year ended December 31, 2021.

On February 29, 2020, Ingersoll Rand (formerly Gardner Denver Holdings, Inc.) completed the acquisition of and merger with Ingersoll Rand Industrial in exchange for non-cash consideration comprising the following:


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 Company incurred acquisition costs of $87.3 million, including $42.3 million and $45.0 million in the years ended December 31, 2020 and 2019, respectively. These costs are presented within “Other operating expenses, net” in the Consolidated Statements of Operations.

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. These amounts include assets and liabilities of the Specialty Vehicle Technologies segment, which was divested during the year ended December 31, 2021 and is reported as a discontinued operation. 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

Acquired inventory comprised finished goods, work in process and raw materials. The fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort. The fair value of work in process inventory was primarily calculated as the estimated selling price, adjusted for estimated costs to complete the manufacturing, estimated costs of the selling effort, as well as a reasonable profit margin on the remaining manufacturing and selling effort. The fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value.

The fair value of property, plant and equipment was primarily calculated using replacement costs adjusted for the age and condition of the asset, with the exception of real property which was calculated using the market approach, and is summarized below.


Land and buildings	$	215.1

Machinery and equipment	256.9
Office furniture and equipment	13.4
Other	1.0
Construction in progress	30.1
Total property, plant and equipment	$	516.5


	Fair Value		Weighted Average Useful Life (Years)
Tradenames(1)	$	1,312.0	Indefinite
Developed technology(2)	236.0		7
Customer relationships(3)	2,101.0		13
Backlog(4)	81.2		<1
Internal-use software and other	36.4		2
Total identifiable intangible assets	$	3,766.6

(1)The fair value of tradenames were determined using a relief from royalty methodology, which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset. Tradenames are expected to have an indefinite useful life.

(2)The fair values of developed technology were determined using a relief from royalty methodology, with similar methodology and assumptions as described in the tradename description above. The economic useful lives were determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.

(3)The fair values of customer relationships were determined using the Multi-Period Excess Earning Method, which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows attributable solely to the intangible asset over its remaining useful life. The economic useful lives were determined based on historical customer attrition rates.

(4)The fair values of acquired backlog were determined using the Multi-Period Excess Earning Method. The economic useful lives were based on the time to fulfill the outstanding order backlog obligation.

Lease liabilities, included in “Accrued liabilities” and “Other non-current liabilities” in the Consolidated Balance Sheets, at the acquisition date, were measured at the present value of the future minimum lease payments over the remaining lease term and the incremental borrowing rate of Ingersoll Rand as if the acquired leases were new leases as of the acquisition date.

Ingersoll Rand recognized a pretax net liability representing the net funded status of Ingersoll Rand Industrial’s defined-benefit pension and other postretirement benefit (“OPEB”) plans.

The fair value for long term debt was determined based on the total indebtedness less debt issuance costs as the debt consummated at the time of closing of the acquisition.

The acquisition was structured as a merger and therefore, the Company generally assumed the historical tax basis of assets and liabilities. The deferred income tax assets and liabilities include the expected future federal, state and foreign tax consequences associated with temporary differences between the fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating deferred income taxes generally represent the enacted statutory tax rates at the effective date of the acquisition in the jurisdictions in which legal title of the underlying asset or liability resides.

Ingersoll Rand Industrial had a controlling interest of approximately 74% in Ingersoll-Rand India Limited as of the acquisition date. The remaining shares were owned by unaffiliated shareholders and traded on India stock exchanges, representing a noncontrolling interest. The fair value of this noncontrolling interest was based on market quote of shares as the date of acquisition.

The Company utilized the carrying values, net of allowances, to value accounts receivable and accounts payable as well as other current assets and liabilities as it was determined that carrying values represented the fair value of those items at the acquisition date.

The excess of the consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill. The goodwill is attributable to expected synergies and expanded market opportunities from combining the Company’s operations with those of Ingersoll Rand Industrial. The goodwill created in the acquisition is not expected to be deductible for tax purposes. See Note 9 “Goodwill and Other Intangible Assets” for the allocation of goodwill among the Company’s segments.

The operating results of Ingersoll Rand Industrial have been included in the Company’s consolidated financial statements from the date of acquisition through December 31, 2020. The Company’s consolidated statements of operations for the year ended December 31, 2020 included revenues of $2,930.3 million and net loss of $10.8 million, which includes 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 following unaudited pro forma financial information is provided for information purposes only and presents the results of operations of the Company as if the Ingersoll Rand Industrial acquisition was completed on January 1, 2019. The pro forma results do not necessarily represent the revenue or results of operations would have been realized 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.

The unaudited pro forma information includes adjustments for the 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 years ended December 31, 2020 and 2019 that are directly attributable to the acquisition.


	2020		2019
Increase (decrease) to revenue as a result of deferred revenue fair value adjustment, net of tax	$	13.8	$	(13.8)
Increase (decrease) to expense as a result of inventory fair value adjustment, net of tax	(89.6)		89.6
Increase (decrease) to expense as a result of transaction costs, net of tax	(34.8)		34.8

The Company and Trane Technologies concluded several post-closing steps of the Ingersoll Rand Industrial transaction in the second quarter of 2021. 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 received in the third quarter of 2021 and is reflected within changes in “Other assets and liabilities, net” on the Consolidated Statement of Cash Flows. The Company realized a gain of $30.1 million in the second quarter of 2021 to adjust its receivables for these items. This gain is reported within “Other income, net” on the Consolidated Statement of Operations.

On September 1, 2020, the Company acquired Albin Pump SAS, 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 during the year ended December 31, 2020, the Company acquired two sales and service businesses, one in the United States and one in Europe, in the Industrial Technologies and Services segment, for cash consideration of $15.0 million and deferred consideration of $5.1 million.

The revenues included in the financial statements for these acquisitions subsequent to their acquisition date was $23.5 million and $8.9 million, respectively, for the years ended December 31, 2021 and 2020. The operating income included in the financial statements for these acquisitions subsequent to their acquisition date was $2.1 million and $0.9 million, respectively, for the years ended December 31, 2021, and 2020.