Stockholders' Equity and Noncontrolling Interests

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Stockholders' Equity and Noncontrolling Interests

Stockholders’ Equity and Noncontrolling Interests

Stockholders’ Equity

As of December 31, 2022 and 2021, 1,000,000,000 shares of voting common stock were authorized. Shares of common stock outstanding were 405,117,710 and 407,785,207 as of December 31, 2022 and 2021, respectively. The Company is governed by the General Corporation Law of the State of Delaware. All authorized shares of voting common stock have a par value of $0.01. Shares of common stock reacquired are considered issued and reported as Treasury shares.

Noncontrolling Interests

The Company has a controlling interest of approximately 75% of the common shares of Ingersoll-Rand India Limited (“IR India Limited”). The remaining shares are owned by unaffiliated shareholders and traded on India stock exchanges regulated by Securities and Exchange Board of India (“SEBI”).

The Company’s acquisition of Ingersoll Rand Industrial in 2020 resulted in an indirect change in control of IR India Limited as defined by SEBI Substantial Acquisition of Shares and Takeovers (“SAST”) regulations. As a result, the Company was required to pursue either a tender offer for a certain number of noncontrolling shares or a voluntary delisting of the entity from India stock exchanges.

In 2020, the Company initiated and completed a tender offer of approximately 6% of outstanding shares for an aggregate purchase price of $14.9 million. Later in 2020, approximately 5% of outstanding shares were subsequently sold for an aggregate purchase price of $11.9 million. As a result of these transactions, the Company’s ownership interest in IR India Limited increased from approximately 74% before the tender offer to approximately 75% after the sale.

Share Repurchase Program

On August 24, 2021, the Board of Directors of Ingersoll Rand authorized a share repurchase program pursuant to which the Company may repurchase up to $750.0 million of its common stock (the “2021 Repurchase Program”). Under the repurchase program, Ingersoll Rand is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with all applicable securities laws and regulations, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Act of 1934.

For the year ended December 31, 2022, the Company repurchased 5,673,937 shares under the 2021 Repurchase Program at a weighted average price of $45.36 per share for an aggregate value of $257.3 million.

There were no shares repurchased under the 2021 Repurchase Program for the year ended December 31, 2021.

Other Share Repurchases

On August 6, 2021, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) completed a secondary offering to sell its remaining 29,788,635 shares of common stock, of which Ingersoll Rand purchased 14,894,317 shares for $49.05 per share.