UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________to___________

Commission File Number: 001-38095

____________________________

Ingersoll Rand Inc.

(Exact Name of Registrant as Specified in Its Charter)

____________________________

Delaware	46-2393770
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

525 Harbour Place Drive, Suite 600

Davidson, North Carolina 28036

(Address of Principal Executive Offices) (Zip Code)

(704) 655-4000

(Registrant’s Telephone Number, Including Area Code)

____________________________

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 Par Value per share	IR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ý  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	☐	Emerging growth Company	☐
Non-accelerated filer	☐	Smaller reporting company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ý

The registrant had outstanding 403,484,175 shares of Common Stock, par value $0.01 per share, as of July 26, 2024.

INGERSOLL RAND INC. AND SUBSIDIARIES

FORM 10-Q

INDEX

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	5
Condensed Consolidated Statements of Operations (Unaudited)	5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	6
Condensed Consolidated Balance Sheets (Unaudited)	7
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	8
Condensed Consolidated Statements of Cash Flows (Unaudited)	10
Notes to Condensed Consolidated Financial Statements	11
Note 1. Basis of Presentation and Recent Accounting Pronouncements	11
Note 2. Acquisitions	11
Note 3. Restructuring	14
Note 4. Allowance for Credit Losses	15
Note 5. Inventories	15
Note 6. Goodwill and Other Intangible Assets	15
Note 7. Supply Chain Finance Program	16
Note 8. Accrued Liabilities	16
Note 9. Benefit Plans	17
Note 10. Debt	18
Note 11. Stock-Based Compensation Plans	20
Note 12. Accumulated Other Comprehensive Loss	22
Note 13. Hedging Activities and Derivative Instruments	24
Note 14. Fair Value Measurements	27
Note 15. Revenue from Contracts with Customers	29
Note 16. Income Taxes	31
Note 17. Other Operating Expense, Net	32
Note 18. Contingencies	32
Note 19. Segment Results	33
Note 20. Earnings Per Share	35
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosures About Market Risk	49
Item 4. Controls and Procedures	49
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	50
Item 1A. Risk Factors	50
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3. Defaults Upon Senior Securities	50
Item 4. Mine Safety Disclosures	50
Item 5. Other Information	50
Item 6. Exhibits	51
SIGNATURES	52

2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this Form 10-Q may contain “forward-looking statements” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts included in this Form 10-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “estimates,” “expects,” “contemplates,” “will,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth under “Part I, Item 1A. Risk Factors” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) and under “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC, and are accessible on the SEC’s website at www.sec.gov, and also include the following:

•We have exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our revenues, liquidity, suppliers and customers.

•Information systems failure or disruption, due to cyber terrorism or other actions, may adversely impact our business and result in financial loss to the Company or liability to our customers.

•More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political, regulatory and other risks of international operations.

•A natural disaster, catastrophe, pandemic, geopolitical tensions or other event could adversely affect our operations.

•Large or rapid increases in the cost of raw materials and component parts, substantial decreases in their availability or our dependence on particular suppliers of raw materials and component parts could materially and adversely affect our operating results.

•We face competition in the markets we serve, which could materially and adversely affect our operating results.

•Shareholder, customer and regulatory agency emphasis on environmental, social, and governance responsibility may impose additional costs on us or expose us to new risks.

•Acquisitions, including integrating such acquisitions, and dispositions create certain risks and may affect our operating results.

•Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows.

•If we are unable to develop new products and technologies, our competitive position may be impaired, which could materially and adversely affect our sales and market share.

•Our business could suffer if we experience employee work stoppages, union and work council campaigns or other labor difficulties.

•Changes in tax or other laws, regulations, or adverse determinations by taxing or other governmental authorities could increase our effective tax rate and cash taxes paid or otherwise affect our financial condition or operating results.

•Our success depends on our ability to attract, retain and develop key personnel and other talent throughout the Company.

•The risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant impact on our results of operations, financial condition or strategic objectives.

•Third parties may infringe upon our intellectual property or may claim we have infringed their intellectual property, and we may expend significant resources enforcing or defending our rights or suffer competitive injury.

•The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business.

•Our ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and we may fail to realize the cost savings and increased efficiencies that we expect to result from these actions. Our operating results could be negatively affected by our inability to effectively implement such restructuring plans and other cost savings initiatives.

3

•Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-price contracts for custom engineered products.

•Our operating results could be adversely affected by a loss or reduction of business with key customers or consolidation or the vertical integration of our customer base.

•Credit and counterparty risks could harm our business.

•The nature of our products creates the possibility of significant product liability and warranty claims, which could harm our business.

•A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired.

•Environmental compliance costs and liabilities could adversely affect our financial condition.

•We face risks associated with our pension and other postretirement benefit obligations.

•Our indebtedness could have important adverse consequences and adversely affect our financial condition.

•We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

•Despite our level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities. This could further exacerbate the risks to our financial condition.

•Our fixed rate to floating rate swap contracts subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

•We utilize derivative financial instruments to manage interest rate exposure and fixed to float mix. We will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments.

•If the syndicate of financial institutions which are party to our New Revolving Credit Facility (as defined herein) fail to extend credit under our New Revolving Credit Facility, our liquidity and results of operations may be adversely affected.

We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-looking statements in this report apply only as of the date of this report or as of the date they were made and, except as required by applicable law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

All references to “we,” “us,” “our,” the “Company” or “Ingersoll Rand” in this Quarterly Report on Form 10-Q mean Ingersoll Rand Inc. and its subsidiaries, unless the context otherwise requires.

Website Disclosure

We use our website www.irco.com as a channel of distribution of Company information. Financial and other important information regarding us is routinely accessible through and posted on our website. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Ingersoll Rand Inc. when you enroll your email address by visiting the “Investor Alerts” section of our website at investors.irco.com. The contents of our website are not, however, a part of this Quarterly Report on Form 10-Q.

4

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in millions, except per share amounts)

	For the Three Month Period Ended June 30,				For the Six Month Period Ended June 30,
	2024		2023		2024		2023
Revenues	$	1,805.3	$	1,686.5	$	3,475.4	$	3,315.8
Cost of sales	1,012.0		989.0		1,935.8		1,954.1
Gross Profit	793.3		697.5		1,539.6		1,361.7
Selling and administrative expenses	342.1		315.6		678.4		626.7
Amortization of intangible assets	91.2		89.7		182.8		182.1
Other operating expense, net	88.2		19.8		113.4		40.2
Operating Income	271.8		272.4		565.0		512.7
Interest expense	50.8		40.8		87.6		79.7
Loss on extinguishment of debt	3.0		0.9		3.0		0.9
Other income, net	(18.1)		(8.2)		(31.3)		(17.8)
Income Before Income Taxes	236.1		238.9		505.7		449.9
Provision for income taxes	46.1		60.5		100.5		108.6
Income (loss) on equity method investments	(3.5)		2.4		(14.2)		2.7
Net Income	186.5		180.8		391.0		344.0
Less: Net income attributable to noncontrolling interests	1.5		1.3		3.8		3.4
Net Income Attributable to Ingersoll Rand Inc.	$	185.0	$	179.5	$	387.2	$	340.6
Basic earnings per share	0.46		0.44		0.96		0.84
Diluted earnings per share	0.45		0.44		0.95		0.83

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited; in millions)

	For the Three Month Period Ended June 30,				For the Six Month Period Ended June 30,
	2024		2023		2024		2023
Comprehensive Income Attributable to Ingersoll Rand Inc.
Net income attributable to Ingersoll Rand Inc.	$	185.0	$	179.5	$	387.2	$	340.6
Other comprehensive loss, net of tax:
Foreign currency translation adjustments, net	(34.0)		(46.6)		(107.5)		(15.8)
Unrecognized gain (loss) on cash flow hedges	(2.1)		10.9		(2.2)		5.6
Pension and other postretirement prior service cost and gain (loss), net	(1.4)		(1.1)		(2.8)		(1.3)
Total other comprehensive loss, net of tax	(37.5)		(36.8)		(112.5)		(11.5)
Comprehensive income attributable to Ingersoll Rand Inc.	$	147.5	$	142.7	$	274.7	$	329.1
Comprehensive Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests	$	1.5	$	1.3	$	3.8	$	3.4
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net	0.1		(0.1)		(0.7)		0.8
Total other comprehensive income (loss), net of tax	0.1		(0.1)		(0.7)		0.8
Comprehensive income attributable to noncontrolling interests	1.6		1.2		3.1		4.2
Total Comprehensive Income	$	149.1	$	143.9	$	277.8	$	333.3

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in millions, except share amounts)

	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	1,062.5	$	1,595.5
Accounts receivable, net of allowance for credit losses of $56.9 and $53.8, respectively	1,301.4		1,234.2
Inventories	1,160.0		1,001.1
Other current assets	319.3		219.6
Total current assets	3,843.2		4,050.4
Property, plant and equipment, net of accumulated depreciation of $535.0 and $500.8, respectively	830.0		711.4
Goodwill	8,217.1		6,609.7
Other intangible assets, net	4,478.2		3,611.1
Deferred tax assets	29.6		31.5
Other assets	440.4		549.4
Total assets	$	17,838.5	$	15,563.5
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings and current maturities of long-term debt	$	4.5	$	30.6
Accounts payable	748.5		801.2
Accrued liabilities	1,011.6		995.5
Total current liabilities	1,764.6		1,827.3
Long-term debt, less current maturities	4,750.9		2,693.0
Pensions and other postretirement benefits	150.9		150.0
Deferred income tax liabilities	838.2		612.6
Other liabilities	309.7		433.9
Total liabilities	$	7,814.3	$	5,716.8
Commitments and contingencies (Note 18)	—		—
Stockholders’ equity
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 430,371,281 and 428,589,061 shares issued as of June 30, 2024 and December 31, 2023, respectively	4.3		4.3
Capital in excess of par value	9,595.3		9,550.8
Retained earnings	2,068.3		1,697.2
Accumulated other comprehensive loss	(340.1)		(227.6)
Treasury stock at cost; 26,595,683 and 25,241,667 shares as of June 30, 2024 and December 31, 2023, respectively	(1,369.6)		(1,240.9)
Total Ingersoll Rand Inc. stockholders’ equity	$	9,958.2	$	9,783.8
Noncontrolling interests	66.0		62.9
Total stockholders’ equity	$	10,024.2	$	9,846.7
Total liabilities and stockholders’ equity	$	17,838.5	$	15,563.5

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited; in millions)

	Three Month Period Ended June 30, 2024
	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Ingersoll Rand Inc. Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares Issued	Par
Balance at beginning of period	429.7	$	4.3	$	9,569.8	$	1,891.3	$	(302.6)	$	(1,307.5)	$	9,855.3	$	64.4	$	9,919.7
Net income	—	—		—		185.0		—		—		185.0		1.5		186.5
Dividends declared	—	—		—		(8.0)		—		—		(8.0)		—		(8.0)
Issuance of common stock for stock-based compensation plans	0.7	—		11.2		—		—		—		11.2		—		11.2
Purchases of treasury stock	—	—		—		—		—		(62.6)		(62.6)		—		(62.6)
Issuance of treasury stock for stock-based compensation plans	—	—		(0.2)		—		—		0.5		0.3		—		0.3
Stock-based compensation	—	—		14.5		—		—		—		14.5		—		14.5
Other comprehensive income (loss), net of tax	—	—		—		—		(37.5)		—		(37.5)		0.1		(37.4)
Balance at end of period	430.4	$	4.3	$	9,595.3	$	2,068.3	$	(340.1)	$	(1,369.6)	$	9,958.2	$	66.0	$	10,024.2

	Three Month Period Ended June 30, 2023
	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Ingersoll Rand Inc. Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares Issued	Par
Balance at beginning of period	427.5	$	4.3	$	9,493.6	$	1,103.9	$	(226.4)	$	(1,058.1)	$	9,317.3	$	64.4	$	9,381.7
Net income	—	—		—		179.5		—		—		179.5		1.3		180.8
Dividends declared	—	—		—		(8.1)		—		—		(8.1)		—		(8.1)
Issuance of common stock for stock-based compensation plans	0.3	—		5.0		—		—		—		5.0		—		5.0
Purchases of treasury stock	—	—		—		—		—		(56.2)		(56.2)		—		(56.2)
Issuance of treasury stock for stock-based compensation plans	—	—		(0.3)		—		—		2.4		2.1		—		2.1
Stock-based compensation	—	—		12.0		—		—		—		12.0		—		12.0
Other comprehensive loss, net of tax	—	—		—		—		(36.8)		—		(36.8)		(0.1)		(36.9)
Balance at end of period	427.8	$	4.3	$	9,510.3	$	1,275.3	$	(263.2)	$	(1,111.9)	$	9,414.8	$	65.6	$	9,480.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)

(Unaudited; in millions)

	Six Month Period Ended June 30, 2024
	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Ingersoll Rand Inc. Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares Issued	Par
Balance at beginning of period	428.6	$	4.3	$	9,550.8	$	1,697.2	$	(227.6)	$	(1,240.9)	$	9,783.8	$	62.9	$	9,846.7
Net income	—	—		—		387.2		—		—		387.2		3.8		391.0
Dividends declared	—	—		—		(16.1)		—		—		(16.1)		—		(16.1)
Issuance of common stock for stock-based compensation plans	1.8	—		21.3		—		—		—		21.3		—		21.3
Purchases of treasury stock	—	—		—		—		—		(135.5)		(135.5)		—		(135.5)
Issuance of treasury stock for stock-based compensation plans	—	—		(5.4)		—		—		6.8		1.4		—		1.4
Stock-based compensation	—	—		28.6		—		—		—		28.6		—		28.6
Other comprehensive loss, net of tax	—	—		—		—		(112.5)		—		(112.5)		(0.7)		(113.2)
Balance at end of period	430.4	$	4.3	$	9,595.3	$	2,068.3	$	(340.1)	$	(1,369.6)	$	9,958.2	$	66.0	$	10,024.2

	Six Month Period Ended June 30, 2023
	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Ingersoll Rand Inc. Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares Issued	Par
Balance at beginning of period	426.3	$	4.3	$	9,476.8	$	950.9	$	(251.7)	$	(984.5)	$	9,195.8	$	61.4	$	9,257.2
Net income	—	—		—		340.6		—		—		340.6		3.4		344.0
Dividends declared	—	—		—		(16.2)		—		—		(16.2)		—		(16.2)
Issuance of common stock for stock-based compensation plans	1.5	—		13.7		—		—		—		13.7		—		13.7
Purchases of treasury stock	—	—		—		—		—		(133.2)		(133.2)		—		(133.2)
Issuance of treasury stock for stock-based compensation plans	—	—		(3.6)		—		—		5.8		2.2		—		2.2
Stock-based compensation	—	—		23.4		—		—		—		23.4		—		23.4
Other comprehensive income (loss), net of tax	—	—		—		—		(11.5)		—		(11.5)		0.8		(10.7)
Balance at end of period	427.8	$	4.3	$	9,510.3	$	1,275.3	$	(263.2)	$	(1,111.9)	$	9,414.8	$	65.6	$	9,480.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

9

INGERSOLL RAND INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in millions)

	For the Six Month Period Ended June 30,
	2024		2023
Cash Flows From Operating Activities:
Net income	$	391.0	$	344.0
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	182.8		182.1
Depreciation	51.3		43.7
Non-cash restructuring charges	—		1.9
Stock-based compensation expense	28.6		24.0
Loss (income) on equity method investments	14.2		(2.7)
Foreign currency transaction gains, net	(0.7)		(0.1)
Non-cash adjustments to carrying value of LIFO inventories	7.2		14.3
Loss on extinguishment of debt	3.0		0.9
Loss on sale of asbestos-related assets and liabilities	33.7		—
Other non-cash adjustments	3.4		5.2
Changes in assets and liabilities:
Receivables	(8.1)		(62.7)
Inventories	(63.6)		(29.6)
Accounts payable	(72.8)		(126.8)
Accrued liabilities	(44.3)		53.1
Other assets and liabilities, net	(59.2)		(48.6)
Net cash provided by operating activities	466.5		398.7
Cash Flows Used In Investing Activities:
Capital expenditures	(84.1)		(47.2)
Net cash paid in acquisitions	(2,744.0)		(615.8)
Disposals of property, plant and equipment	—		7.3
Other investing	(6.0)		0.3
Net cash used in investing activities	(2,834.1)		(655.4)
Cash Flows From (Used In) Financing Activities:
Principal payments on long-term debt	(1,240.7)		(20.6)
Proceeds from long-term debt	3,296.9		—
Purchases of treasury stock	(135.5)		(132.8)
Cash dividends on common shares	(16.1)		(16.2)
Proceeds from stock option exercises	22.7		15.6
Payments to settle cross-currency swaps	(19.9)		—
Payments of deferred and contingent acquisition consideration	(12.0)		(5.3)
Payments of debt issuance costs	(32.3)		(5.3)
Other financing	(1.1)		(1.1)
Net cash provided by (used in) financing activities	1,862.0		(165.7)
Effect of exchange rate changes on cash and cash equivalents	(27.4)		(12.5)
Net decrease in cash and cash equivalents	(533.0)		(434.9)
Cash and cash equivalents, beginning of period	1,595.5		1,613.0
Cash and cash equivalents, end of period	$	1,062.5	$	1,178.1
Supplemental Cash Flow Information
Cash paid for income taxes, net of refunds	$	128.9	$	100.3
Cash paid for interest, net of interest rate derivative settlements	56.9		73.5

The accompanying notes are an integral part of these condensed consolidated financial statements.

10

INGERSOLL RAND INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited; in millions, except per share amounts)

Note 1. Basis of Presentation and Recent Accounting Pronouncements

Basis of Presentation

Ingersoll Rand Inc. is a global provider of mission-critical flow creation products and life science and industrial solutions. The accompanying condensed consolidated financial statements include the accounts of Ingersoll Rand Inc. and its majority-owned subsidiaries (collectively referred to herein as “Ingersoll Rand” or the “Company”).

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. In the Company’s opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Annual Report”).

The results of operations for the three month period ended June 30, 2024 are not necessarily indicative of future results.

Divestiture of Asbestos Liabilities and Certain Assets

On June 10, 2024, the Company divested three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including the related insurance assets, to a third-party. The divestiture resulted in a pre-tax loss of $58.8 million, recorded to “Other operating expense, net.” See Note 18 “Contingencies” for additional details.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segments expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments in this update should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The adoption will modify our disclosures but is not expected to have a material effect on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted. The adoption will modify our disclosures but is not expected to have a material effect on our consolidated financial statements.

Note 2. Acquisitions

Acquisitions in 2024

On February 1, 2024, the Company completed the acquisition of Friulair S.r.l. (“Friulair”) for initial cash consideration of $142.2 million and contingent consideration of up to approximately $11.0 million. The business is a manufacturer of dryers, filters, aftercoolers, and accessories for the treatment of compressed air and its chiller product line. The acquisition is intended to increase the scale of the Company’s air dryer business and will add new chiller production capabilities. Friulair has been reported within the Industrial Technologies and Services segment. The goodwill arising from the acquisition is primarily attributable to revenue and cost synergies, anticipated growth of new and existing customers, and the assembled workforce. Substantially all of this goodwill is not expected to be deductible for tax purposes.

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On April 1, 2024, the Company completed the acquisition of Controlled Fluidics, LLC (“Controlled Fluidics”) for initial cash consideration of $49.9 million and contingent consideration of up to $2.0 million. The business specializes in thermoplastic, high-performance plastic bonding and custom plastic assembly products for life sciences, medical, aerospace, and industrial applications. The acquisition will complement Ingersoll Rand’s current life sciences offerings and increase the Company’s market share in high-growth, sustainable end markets. Controlled Fluidics has been reported within the Precision and Science Technologies segment.

On April 2, 2024, the Company completed the acquisition of Ethafilter s.r.l. (“Ethafilter”) for cash consideration of $15.6 million. The business primarily produces filters and filter elements that can be used with all major brands in the compressed air sector. The acquisition will expand Ingersoll Rand’s product portfolio, extend its reach in highly attractive end markets with the addition of sterile filter technology, and drive ongoing growth from aftermarket services and offerings. Ethafilter has been reported within the Industrial Technologies and Services segment.

On May 1, 2024, the Company completed the acquisition of Air Systems, LLC (“Air Systems”) for cash consideration of $35.2 million. The business is a provider of compressed air services. Air Systems has been reported within the Industrial Technologies and Services segment.

On May 31, 2024, the Company completed the acquisition of Complete Air and Power Solutions (“CAPS”) for cash consideration of $96.7 million. The business is a provider of compressed air and power generation services. The acquisition is expected to expand the Company’s channel within Australia. CAPS has been reported within the Industrial Technologies and Services segment.

On May 31, 2024, the Company completed the acquisition of Fruvac Ltd. (“Fruitland Manufacturing”) for cash consideration of $28.3 million. The business is a manufacturer of mobile and truck mounted vacuum pumps, systems, and peripheral parts. The acquisition is expected to expand the Company’s capabilities to include low flow applications in the mobile vacuum market. Fruitland Manufacturing has been reported within the Industrial Technologies and Services segment.

On June 1, 2024, the Company completed the acquisition of Del PD Pumps & Gear Pvt Ltd. (“Del Pumps”) for cash consideration of $25.2 million. The business is a manufacturer of rotary, twin, and triple gear pumps for the loading, unloading, transfer, and pressurization of liquids. The acquisition will complement the Company’s portfolio of mission critical, high margin pumping solutions across life science, food and beverage, medical, natural gas, and wastewater treatment industries. Del Pumps has been reported within the Precision and Science Technologies segment.

On June 3, 2024, the Company completed the acquisition of Astronaut Topco, LP and Astronaut Topco GP, LLC (collectively “ILC Dover”) for initial cash consideration of $2,360.2 million and contingent consideration of up to $75.0 million. ILC Dover’s offerings include solutions for biopharmaceutical, pharmaceutical, and medical device markets as well as products for the space industry and will be reported in the Precision and Science Technologies segment. Based on the preliminary benchmarking valuation, the identified intangible assets consist of customer relationships, tradenames and technology. The goodwill arising from the acquisition is primarily attributable to revenue and cost synergies, anticipated growth of new and existing customers, and the assembled workforce. The majority of this goodwill is not expected to be deductible for tax purposes.

Other acquisitions completed during the six months ended June 30, 2024 include a manufacturer of vacuum pumps and accessories, substantially all of which have been reported within the Industrial Technologies and Services segment. The aggregate consideration for this acquisition was $1.3 million.

The following table summarizes the allocation of consideration for all businesses acquired in 2024 to the fair values of identifiable assets acquired and liabilities assumed at the acquisition dates. Initial accounting for these acquisitions is preliminary, and

12

amounts assigned to acquired assets and liabilities assumed are subject to change as information necessary to complete the analysis is obtained.

	ILC Dover		Friulair		All Others		Total
Accounts receivable	$	41.7	$	14.2	$	22.3	$	78.2
Inventories	86.1		13.2		25.6		124.9
Other current assets	48.8		0.5		2.8		52.1
Property, plant and equipment	78.3		7.2		13.7		99.2
Goodwill	1,417.0		67.1		179.9		1,664.0
Other intangible assets	947.7		84.5		32.2		1,064.4
Other assets	16.3		—		5.7		22.0
Total current liabilities	(32.8)		(11.0)		(22.9)		(66.7)
Deferred tax liabilities	(174.4)		(24.2)		(1.5)		(200.1)
Other noncurrent liabilities	(18.5)		(2.8)		(5.3)		(26.6)
Total consideration	$	2,410.2	$	148.7	$	252.5	$	2,811.4

The aggregate revenue and operating income included in the condensed consolidated financial statements for these acquisitions subsequent to the dates of acquisition was $64.5 million and $6.1 million for the three month period ended June 30, 2024, respectively, and $75.8 million and $6.6 million for the six month period then ended, respectively. The operating income of these acquired businesses include the effects of acquisition-related accounting adjustments such as amortization of intangible assets and fair value adjustments to acquired inventory.

Acquisitions in 2023

On January 3, 2023, the Company completed the acquisition of SPX FLOW’s Air Treatment business (“Air Treatment”) for cash consideration of $519.0 million. The business is a manufacturer of desiccant and refrigerated dryers, filtration systems and purifiers for dehydration in compressed air. The acquisition is intended to expand the Company’s offerings of compressor system components through globally recognized brands. The Air Treatment business has been reported within the Industrial Technologies and Services segment. The goodwill arising from the acquisition is primarily attributable to revenue and cost synergies, anticipated growth of new and existing customers, and the assembled workforce. Substantially all of this goodwill is not expected to be deductible for tax purposes.

On February 1, 2023, the Company acquired Paragon Tank Truck Equipment (“Paragon”), a provider of solutions used for loading and unloading dry bulk and liquid tanks on and off of trucks, for cash consideration of $42.2 million. Paragon has been reported within the Industrial Technologies and Services segment.

On April 1, 2023, the Company acquired EcoPlant Technological Innovation Ltd. (“EcoPlant”), for initial cash consideration of $29.5 million and contingent consideration of up to $17.0 million. EcoPlant is a provider of a software-as-a-service platform that dynamically controls compressed air systems to optimize performance and resource consumption. EcoPlant has been reported within the Industrial Technologies and Services segment.

On August 18, 2023, the Company completed the acquisition of Howden Roots LLC (“Roots”), for cash consideration of $290.0 million. Roots is a leading manufacturer of engineered rotary and centrifugal blowers with an iconic brand developed over more than 160 years. The acquisition is intended to expand the Company’s blower product portfolio and benefit from Roots’ robust technical capabilities and exposure to growing sustainability-related applications. Roots has been reported within the Industrial Technologies and Services segment. The goodwill arising from the acquisition is primarily attributable to revenue and cost synergies, anticipated growth of new and existing customers, and the assembled workforce. This goodwill is expected to be deductible for tax purposes.

The Company acquired 10 additional businesses in 2023 for aggregate consideration of $84.0 million. These primarily consist of manufacturers and distributors of existing and adjacent offerings in the Industrial Technologies and Services segment.

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The following table summarizes the allocation of consideration for all businesses acquired in 2023 to the fair values of identifiable assets acquired and liabilities assumed at the acquisition dates. Initial accounting for Air Treatment is complete. Initial accounting for other acquisitions completed in 2023 is substantially complete.

	Air Treatment		Roots		All Others		Total
Accounts receivable	$	26.1	$	14.5	$	11.7	$	52.3
Inventories	43.9		34.2		21.0		99.1
Other current assets	2.1		2.9		6.2		11.2
Property, plant and equipment	18.4		42.0		5.0		65.4
Goodwill	279.9		105.6		126.7		512.2
Other intangible assets	238.6		116.9		25.4		380.9
Other assets	7.6		3.1		0.4		11.1
Total current liabilities	(35.9)		(26.9)		(19.5)		(82.3)
Deferred tax liabilities	(54.8)		—		(3.9)		(58.7)
Other noncurrent liabilities	(6.9)		(2.3)		(4.5)		(13.7)
Total consideration	$	519.0	$	290.0	$	168.5	$	977.5

The revenues included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was $110.5 million and $60.6 million for the three month periods ended June 30, 2024 and 2023, respectively, and $206.1 million and $109.0 million for the six month periods then ended, respectively. The operating income included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was $16.7 million and $3.7 million for the three month periods ended June 30, 2024 and 2023, respectively, and $28.2 million and $6.9 million for the six month periods then ended, respectively. The operating income of these acquired businesses include the effects of acquisition-related accounting adjustments such as amortization of intangible assets and fair value adjustments to acquired inventory.

Note 3. Restructuring

2024 and 2023 Actions

The Company continues to undertake restructuring actions to optimize our cost structure. Charges incurred from actions taken in 2024 and 2023 include workforce restructuring, facility consolidation and other exit and disposal costs.

For the three and six month periods ended June 30, 2024 and 2023, “Restructuring charges, net” were recognized within “Other operating expense, net” in the Condensed Consolidated Statements of Operations and consisted of the following.

	For the Three Month Period Ended June 30,				For the Six Month Period Ended June 30,
	2024		2023		2024		2023
Industrial Technologies and Services	$	3.1	$	3.8	$	8.2	$	6.9
Precision and Science Technologies	0.6		1.4		5.0		1.0
Corporate	0.2		—		0.4		0.2
Restructuring charges, net	$	3.9	$	5.2	$	13.6	$	8.1

The following table summarizes the activity associated with the Company’s restructuring programs for the three and six month periods ended June 30, 2024 and 2023.

	For the Three Month Period Ended June 30,				For the Six Month Period Ended June 30,
	2024		2023		2024		2023
Balance at beginning of period	$	20.6	$	13.4	$	15.5	$	14.9
Charged to expense - termination benefits	3.4		2.4		12.7		3.3
Charged to expense - other (1)	0.5		1.8		0.9		2.9
Payments	(8.9)		(7.2)		(13.2)		(10.8)
Currency translation adjustment and other	—		0.1		(0.3)		0.2
Balance at end of period	$	15.6	$	10.5	$	15.6	$	10.5

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(1)Excludes $1.0 million and $1.9 million of non-cash charges that impacted restructuring expense but not the restructuring liabilities during the three and six month periods ended June 30, 2023, respectively.

Note 4. Allowance for Credit Losses

The allowance for credit losses for the three and six month periods ended June 30, 2024 and 2023 consisted of the following.

	For the Three Month Period Ended June 30,				For the Six Month Period Ended June 30,
	2024		2023		2024		2023
Balance at beginning of the period	$	55.3	$	51.0	$	53.8	$	47.2
Provision charged to expense	1.8		2.2		4.3		6.2
Write-offs, net of recoveries	(0.6)		(1.3)		(0.9)		(1.7)
Foreign currency translation and other	0.4		(0.7)		(0.3)		(0.5)
Balance at end of the period	$	56.9	$	51.2	$	56.9	$	51.2

Note 5. Inventories

Inventories as of June 30, 2024 and December 31, 2023 consisted of the following.

	June 30, 2024		December 31, 2023
Raw materials, including parts and subassemblies	$	714.7	$	590.7
Work-in-process	129.9		145.1
Finished goods	395.1		337.8
	1,239.7		1,073.6
LIFO reserve	(79.7)		(72.5)
Inventories	$	1,160.0	$	1,001.1

Note 6. Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill attributable to each reportable segment for the six month period ended June 30, 2024 is presented in the table below.

	Industrial Technologies and Services		Precision and Science Technologies		Total
Balance at beginning of period	$	4,753.5	$	1,856.2	$	6,609.7
Acquisitions	178.3		1,485.7		1,664.0
Foreign currency translation and other(1)	(36.4)		(20.2)		(56.6)
Balance at end of period	$	4,895.4	$	3,321.7	$	8,217.1

(1)Includes measurement period adjustments

As of both June 30, 2024 and December 31, 2023, goodwill included accumulated impairment losses of $220.6 million within the Industrial Technologies and Services segment.

15

Other Intangible Assets, Net

Other intangible assets as of June 30, 2024 and December 31, 2023 consisted of the following.

	June 30, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets
Customer lists and relationships	$	4,006.0	$	(1,709.8)	$	2,296.2	$	3,279.3	$	(1,585.4)	$	1,693.9
Technology	527.5		(210.0)		317.5		413.8		(178.9)		234.9
Tradenames	59.8		(30.0)		29.8		52.2		(27.9)		24.3
Backlog	4.4		(3.0)		1.4		3.0		(1.3)		1.7
Other	127.5		(108.2)		19.3		117.1		(104.1)		13.0
Unamortized intangible assets
Tradenames	1,814.0		—		1,814.0		1,643.3		—		1,643.3
Total other intangible assets	$	6,539.2	$	(2,061.0)	$	4,478.2	$	5,508.7	$	(1,897.6)	$	3,611.1

Intangible Asset Impairment Considerations

As of June 30, 2024 and December 31, 2023, there were no indications that the carrying value of goodwill and other intangible assets may not be recoverable.

Note 7. Supply Chain Finance Program

The Company has agreements with financial institutions to facilitate a supply chain finance program (the “SCF Program”). Under the SCF Program, qualifying suppliers may elect to sell their receivables from the Company to the financial institution. Participating suppliers negotiate arrangements for sale of their receivables directly with the financial institution, and the terms of the Company’s payment obligations are not impacted by a supplier’s participation in the SCF Program. Once a qualifying supplier elects to participate in the SCF Program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices they sell to the financial institution. However, all of the Company’s payments to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether the individual invoice is sold by the supplier to the financial institution. The Company has not pledged any assets as security or provided other forms of guarantees. All outstanding amounts related to suppliers participating in the SCF Program are recorded within “Accounts payable” in our Condensed Consolidated Balance Sheets, and the associated payments are included in “Net cash provided by operating activities” within our Condensed Consolidated Statements of Cash Flows. Included in “Accounts payable” in the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 were $26.1 million and $24.3 million of outstanding payment obligations, respectively, that were sold to the financial institution by participating suppliers.

Note 8. Accrued Liabilities

Accrued liabilities as of June 30, 2024 and December 31, 2023 consisted of the following.

	June 30, 2024		December 31, 2023
Salaries, wages and related fringe benefits	$	199.8	$	262.4
Contract liabilities	324.0		331.2
Product warranty	72.3		61.9
Operating lease liabilities	47.1		41.6
Restructuring	15.6		15.5
Taxes	58.0		78.4
Accrued interest	55.8		33.1
Other	239.0		171.4
Total accrued liabilities	$	1,011.6	$	995.5

16

A reconciliation of the changes in the accrued product warranty liability for the three and six month periods ended June 30, 2024 and 2023 are as follows.

	For the Three Month Period Ended June 30,				For the Six Month Period Ended June 30,
	2024		2023		2024		2023
Balance at beginning of period	$	65.6	$	54.1	$	61.9	$	46.2
Product warranty accruals	12.7		15.8		26.3		24.7
Acquired warranty	0.7		—		0.7		1.4
Settlements	(6.5)		(11.0)		(15.8)		(14.9)
Foreign currency translation and other	(0.2)		(1.5)		(0.8)		—
Balance at end of period	$	72.3	$	57.4	$	72.3	$	57.4

Note 9. Benefit Plans

Net Periodic Benefit Cost

The following table summarizes the components of net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans recognized for the three and six month periods ended June 30, 2024 and 2023.

	Pension Benefits								Other Postretirement Benefits
	U.S. Plans				Non-U.S. Plans
	For the Three Month Period Ended June 30,
	2024		2023		2024		2023		2024		2023
Service cost	$	—	$	—	$	0.7	$	0.6	$	—	$	—
Interest cost	3.5		3.9		2.6		2.8		0.2		0.3
Expected return on plan assets	(3.3)		(3.4)		(2.7)		(2.7)		—		—
Recognition of:
Unrecognized prior service cost	—		—		0.1		0.1		—		—
Unrecognized net actuarial loss