Ingersoll Rand · 2020-04-15 · Health and Safety: Activated COVID-19 Task Force Early; Applied...

Ingersoll RandCharting the Course for Continued Stakeholder Value Creation

April 15, 2020

Forward-Looking Statements

This presentation contains “forward-looking statements” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the completed transaction (the “transaction”) between Ingersoll Rand plc’s Industrial segment (the “Ingersoll Rand Industrial segment”) and Gardner Denver. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “on track to” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected benefits of the transaction, including future financial and operating results and strategic benefits, the tax consequences of the transaction, and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are based on Ingersoll Rand’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from these current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) the duration and severity of and governmental, market and individual responses to the coronavirus (COVID-19) pandemic (2) unexpected costs, charges or expenses resulting from the transaction; (3) uncertainty of the expected financial performance of the combined company following completion of the transaction; (4) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in integrating the businesses of Gardner Denver and Ingersoll Rand Industrial; (5) the ability of the combined company to implement its business strategy; (6) difficulties and delays in the combined company achieving revenue and cost synergies; (7) inability of the combined company to retain and hire key personnel; (8) evolving legal, regulatory and tax regimes; (9) changes in general economic and/or industry specific conditions; (10) actions by third parties, including government agencies; (11) adverse impact on our operations and financial performance due to natural disaster, catastrophe, pandemic or other event events outside of our control; and (12) other risk factors detailed from time to time in Ingersoll Rand’s reports filed with the Securities and Exchange Commission (the “SEC”), including Ingersoll Rand’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, which are available on the SEC’s website at http://www.sec.gov. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this presentation. Ingersoll Rand undertakes no obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Non-GAAP Financial MeasuresIncluded in this presentation are certain non-GAAP financial measures designed to supplement, and not substitute, the financial information provided in accordance with generally accepted accounting principles in the United States of America because management believes such measures are useful to investors. The reconciliation of those measures to the most comparable GAAP measures is set forth in the appendix to this presentation.

2

Health and Safety:Activated COVID-19 Task Force Early; Applied Early Learnings from Asia-Pacific

3

Formed COVID-19 Response Teams early. We continue to add enhanced protocols in response to COVID-19, including recommendations and

requirements issued by the Centers for Disease Control and Prevention (“CDC”), World Health Organization (“WHO”) and local, state and national

health authorities to protect our employees, customers, suppliers and communities.

Quickly Implemented Actions

to Protect Employees

Launched Organization-wide

Communication Approach to

Engage Employees

Empowering Leadership to Ensure

Consistent Adherence to and Effective

Execution of Best Practices

Reinforced hand washing and infection control

training

Enhanced site cleaning and sanitizing measures

Prohibited non-essential travel

Implemented on-site social distancing processes,

including mandatory work from home policy for

those who can work remotely and limited on-site

visits to essential personnel only

Introduced health screening processes for on-site,

essential employees and visitors, including self-

declaration forms and temperature screenings

Cascading critical information from CDC and

WHO to global employees; embraced early

Conducting daily calls with sites globally

Broadcasting weekly CEO communication to all

employees on status of employees, clear

guidelines and actions

Designed local and regional task forces

comprising business, HR and Environmental,

Health & Safety (EHS) leaders to share best

practices and learnings; facilitates quick

assessment and decision making for global

operations

Proactively implemented best practices

organization-wide; for example, early on

implemented best practices in Europe that were

proven to work in China

Adhering to state and country mandates and

guidelines where we operate

Protecting Our Employees, Our Business and Our Future

4

Employee Health, Safety & Support /

Business Continuity

Executing Downturn Playbook;

Implementing Prudent Actions to Preserve Cash

Modified production work flows in plants to allow for 6 feet of employee

separation, where possible

All locations have an assigned EHS associate trained in contact tracing and

quarantine procedures

Daily tracking of status of all employees by global EHS team

Providing at least a month of paid health benefits for employees who are on

furlough

In the US, established unemployment compensation COEs by state to

assist employees in applying for benefits

Protecting employees and staying operational – 98% of company sites

operational or transitioned to remote work model as of 4/13

All major manufacturing locations in US, UK, Germany, Brazil and

China operational; most Italian sites currently operational with balance

expected to return to work by end of April

Following all local governmental recommendations and applying for

exemption status where applicable due to mission-critical nature of

products and industries served

Reduced senior executive salaries and Board of Director fees by 15% for

remainder of 2020

Deferred discretionary merit increases for all employees worldwide until at

least middle of the year

Implemented a hiring freeze

Limited all discretionary spend across organization

All business indirect spend requires approval from VP/GMs and all

corporate spend from CEO/CFO

All capital expenditures require approval from CEO and expect

meaningful reduction from typical historical levels of ~2% of revenue

Deploying furloughs, job sharing and reduced hours in locations where

warranted by demand environment

Exciting Runway Ahead with a Track Record for Capturing Opportunity

5

Merging two strong cultures to form a talented global workforce powered by an entrepreneurial spirit, ownership

mindset and sustainability focus

Enhancing scale and reach of innovative and leading brands centered around mission-critical flow creation and

industrial solutions creating greater end market balance and diversity

Leveraging world-class demand generation expertise and operating platform to capture profitable growth, including

ongoing aftermarket growth as a percentage of total revenue, and margin expansion opportunities; IRX is our

accelerator for execution

Fortifying our financial position supported by a strong balance sheet and ample liquidity; committed to achieving

top-quartile industrial performance

Re-energizing our focus around environmental, social and governance (“ESG”) initiatives with highly

aspirational goals

1.

2.

3.

4.

5.

Ingersoll Rand at a Glance (NYSE: IR)

6

2019 KEY STATS & FINANCIAL METRICS1

Davidson, NCHeadquarters

~$6.2BAdjusted Revenue

$10.9BMarket-Cap2

~18,000Total Employees

$2.3BAftermarket Parts

~$1.2BAdj. EBITDA

19.4%Adj. EBITDA Margin

~2%Capex as a %

Portfolio of Mission-critical Flow Creation and Industrial Technologies with Leading Brands Powered

by Employee Ownership, Execution Rigor and ESG Mindset

TIMELINE OF EVENTS REVENUE BY SEGMENT REVENUE BY GEOGRAPHY

• MAY 2017: Gardner Denver IPO

• APRIL 30, 2019: Gardner Denver entered agreement to combine

with Ingersoll Rand’s Industrial segment; highly complementary

companies with combined history of 300+ years and shared

commitment to operational excellence, innovation and quality

• MARCH 1, 2020: Began operating as the new Ingersoll Rand,

including four-segment reporting structure and new Board of

Directors

Industrial Technologies & Services

Precision & Science Technologies

Specialty Vehicle Technologies

High Pressure Solutions

Americas

EMEIA

AP66%

14%

13%

7%

54%

27%

19%

& Service of Revenue

1 Combined financial metrics based on supplemental financial information furnished on the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2020 (the “Form 8-K”) and included in appendix of this

presentation. 2 As of 4/13/2020.

Industrial Technologies and Services Snapshot

7

Description

• Global business executing under five main P&Ls:

• Ingersoll Rand Industrial CTS business and Gardner Denver Industrials business (including Emco

Wheaton fuel systems); run as three regional business units

• New Global Pressure and Vacuum Solutions business unit with a significant engineered-to-order

focus, including Nash/Garo, Ingersoll Rand MSG centrifugal compressors, and Emco Wheaton

loading systems

• Additionally includes the Power Tools and Lifting business unit

• Broad portfolio of air compression, blower, vacuum and fluid transfer technology as well as tools,

hoists and winches

2019 Financials & Revenue Mix1

$4.1B $0.8B 20.1%

Geography Composition

44%

33%

23% Americas

EMEIA

AP

40%

60%

Aftermarket

OEM

Key Brands & Select Product Examples

Rotary Screw

Compressor

Centrifugal

Compressor

Side Channel

Blower

Vacuum Pump Couplers Power Tools

Reciprocating Air

Compressor

Liquid Ring

Vacuum Pump

Engineered-to-Order

Systems

1 Financials based on supplemental financial information furnished on the Form 8-K and included in appendix of this presentation.

Expecting Majority of ~$250M of Forecasted Synergies from

the Transformative Merger in this Segment

Adjusted Revenue Adj. EBITDA Adj. EBITDA Margin

Precision and Science Technologies Snapshot

8

Key Brands & Select Product Examples

Metering Pump Diaphragm Pump Wob-L Pump

Dosing Pump Syringe Pump Peristaltic Pump

Rotary

Vane Pump

Air-Driven Liquid

Pump

Condensate

Pump

Description

• Consists of Ingersoll Rand’s Industrial Fluid Management (PFS/ARO) business unit as well as

Gardner Denver’s Medical business unit and Gardner Denver’s Specialty Pumps

• Broad portfolio of positive displacement technologies, including metering and dosing

pumps for multi-industry use and specialized gas and liquid pumps for medical, lab and life-

science applications

• Serving mission-critical applications with attractive aftermarket and like-for-like

replacement pump opportunities


$0.9B $0.2B 27.7%


48%

31%

21% Americas

EMEIA

AP

15%

85%

Aftermarket

OEM



Specialty Vehicle Technologies Snapshot

9

Key Brand & Select Product Examples

TempoOnward 2

PassengerCaryall 1500

Car Tracking &

Power

Tempo 4FunOnward 6

PassengerXRT 1550 SE Car Control

Mobile

Merchandising

Precedent

Stretch PTV

XRT 1550

IntellitachAdd-ons

Description

• Consists of Ingersoll Rand’s Industrial Club Car business

• Global provider of utility, consumer, and golf vehicles and aftermarket services

• Utility: Fit to task, 4 x 2, AWD and multi-passenger transport vehicles in commercial applications

across many vertical markets

• Consumer: Personal Transportation Vehicles and accessories used in neighborhoods, communities

and vacation locations

• Golf: market-leader in fleet golf cars and light-duty turf utility vehicles for private, daily-fee and

municipal golf courses worldwide


$0.8B $0.1B 14.2%


88%

7%5%

Americas

EMEIA

AP

26%

74%

Aftermarket

OEM


GOLF CONSUMER UTILITY SOFTWARE


High Pressure Solutions Snapshot

10

Key Brand & Select Product Examples

Frac Pump Stainless Steel Valves and Seats

Drilling Pump GDNX Packing

NEW: Industrial

Applications for

Frac/Drill Pumps

“Will-Fit” Plungers

Description

• Consists of Gardner Denver’s Upstream Energy business

• Highly engineered frac and drilling pumps and associated aftermarket parts, consumables and

services for oil and gas development operations

• Global network of 10+ repair facilities located in shale basins to provide real-time service to

customer base

• Strong customer relationships and large installed base coupled with leading aftermarket

service/repair capabilities and consumables technology allow for business continuity in cyclical

markets; leveraging existing technology to enter adjacent industrial applications


$0.4B $0.1B 27.0%


95%

5%

Americas

RoW

84%

16%

Aftermarket

OEM


PUMPS FLUID ENDS CONSUMABLES


We Have Significantly Transformed Our Company

11

Legacy

Gardner Denver

(TY 2015)

Legacy

Gardner Denver

(TY 2019)1

Ingersoll Rand

Today2

Revenue $2.1B $2.5B $6.2B

% Aftermarket

Revenue36% 38% 38%

% Upstream Energy

of Total Revenue18% 19% <10%

Adj. EBITDA $0.4B $0.6B $1.2B

Adj. EBITDA Margin 19.7% 23.0% 19.4%

Leverage Ratio3 6.3x 2.0x ~2.6x

Employee Base ~6,700 ~6,600 ~18,000

1 All figures shown based on total year 2019 financial results as presented by Gardner Denver during 4Q and TY’19 Earnings Release and Presentation on 2/17/20. 2 All figures shown based on total year 2019

combined financial results from supplemental financial information furnished on Form 8-K unless otherwise noted. 3 Leverage defined as (Gross Debt less Cash)/LTM Adj EBITDA; “Ingersoll Rand Today” leverage

ratio calculated using: (1) Pro-forma gross debt for Ingersoll Rand as of 12/31/19 including legacy Gardner Denver debt as of 12/31/19 and incremental $1.9B of debt raised in February of 2020 as part of

transaction; (2) Cash and cash equivalents comprised of legacy Gardner Denver cash as of 12/31/19 plus $25M of Ingersoll Rand contributed cash at close less ~$74M of transaction fees and expenses.

Continuing to Execute Our Simple Strategy and Adding Sustainability as a New Pillar

12

Deploy Talent

Allocate Capital Effectively

Expand Margins

Accelerate Growth

Operate Sustainably

• Ownership culture

• Highly engaged employees

• Speed of innovation in selected niche markets

• Execution of Demand Generation

• Grow aftermarket revenue stream (40%+)

• Innovate to Value (i2V)

• Unlocking cash (NWC as % of sales)

• Converting supply chain to pull system

• Embedding Environmental, Social, Governance (“ESG”)

mindset into our way of life

• Aspiring to be in ESG top quartile in industry

We Are Building a High-Performance Culture; IRX Is a Competitive Differentiator

IRX IS OUR ACCELERATOR TO DRIVE THE BUSINESS

• IRX is our execution engine, providing employees with a simple

process to drive high performance

• With IRX, we instill our values and execute our strategic areas of

focus in self-directed work teams

• Through this focused, simple execution process we strive to deliver

our purpose and live our values every day

• Policy Deployment (focus on employee engagement, inventory

reduction, i2V and synergy execution) has been launched in all

segments globally – 14 locations are making progress weekly in

execution and countermeasure implementation sessions

• IMPACT Daily Management (self-directed work teams effectively

planning, implementing, measuring and countermeasuring to achieve

100-day objectives) has been launched in all segments globally

• ~75 IDM sessions are executed weekly – including most

Corporate functions

• ~15 are new since integration – installs work virtually!

13

Expanded Total Addressable Market: ~65% Larger

14

TAM 201 9 TAM Today

$25B

$41B

Legacy Gardner Denver

2019 Investor Day

Today

(April 2020)1

INDUSTRIAL

TECHNOLOGIES & SERVICES

MARKET DRIVERS

PRECISION & SCIENCE TECH.

SPECIALTY VEHICLE TECH.

HIGH PRESSURE SOLUTIONS

Advances in Scientific Research,

Medicine and Urbanization

Electrification of Passenger and Utility

Mobility

Unconventional O&G exploration and

advances in Industrial Processing

Our Combined

Competitive Advantages

Mission-critical technologies with low

cost relative to overall system

Broad spectrum of technologies

centered on flow ‘creation’

Significant and growing aftermarket

platform

Strong engineering capabilities and

significant investment in innovation

Resilient financial profile that

positions us well to capture growth

opportunities

Leading brands

In region for the region presence with

40+ manufacturing sites

Expanding presence in new adjacent

market around Precision & Science

Technologies

Energy Efficiency & Total Cost of Ownership;

Real Time Monitoring

1 Sources: Frost & Sullivan, Oxford Economics, Ducker Worldwide, Freedonia, National Golf Foundation, Small Vehicle Resource, Power Products Marketing, Management Estimates.

15

Upstream

Energy

9%

Midstream

Energy

3%

Downstream

Energy

3%

Specialty

Vehicles

13%

Industrial

Manufacturing

28%

Food &

Beverage

5%

Chemical(Process & Dosing)

7%

Transportation (Land & Marine)

4%

Medical &

Laboratory

4%

Automotive

Services

3%

Mining &

Construction

3%

Environmental

3%

Paper

2%

Printing

1%

Other(Small Niche Markets)

12%

Enhanced End Market Balance and Diversity

Strong End Market Diversity with Upstream Energy Exposure <10%

Leading Product Portfolio Covers Broad Range of Technologies and Applications

Complementary Legacy Businesses Cover the Spectrum of Air Compression and Specialty Pump Technology

16

HIGH

PR

ES

SU

RE

FLOW HIGHLOW

VA

CU

UM

LOW

ReciprocatingVane / Oil

Less Recip

Bottle Blowing - Reciprocating

2-Stage

Small Recip

1-Stage

Small Recip

Scroll / Oil

Less Recip

1-Stage Rotary Screw 2-Stage Rotary Screw

1-Stage Screw 2-Stage Dry Screw

Fluid

Pumps

Liquid Ring Side Channel

Helical & Variable Helix Screw

Radial

Turbo

Bi-Lobe & Tri-Lobe

Centrifugal – Engineered Air

Centrifugal – Plant Air

Multi-stage Centrifugal

Peristaltic

WOB-L

Diaphragm

Liquid Ring

Radial

Claw

Side Channel

Vane

Helical

Screw

Lobe

Turbo

Legacy Gardner Denver Legacy Ingersoll Rand Complementary

Compressors

Blowers and

Specialty Pumps

Vacuums

Complementary Product Portfolios Create Full Suite of Technologies and Solutions

Enhanced Solutions Are Expanding Our Ability to Compete and Win in the $3B+ Oil-Free Market

17

Compelling MarketA leading player in the fast growing $3B+ oil free market with breadth of

technology solutions; market growing at ~2x above traditional market level1

Differentiated SolutionHigh-quality compressed air, free of oil contaminants to power air driven

instruments and equipment

Strong Customer Traction

• Lower total cost of ownership

• Increased uptime; reduced maintenance and improved life

• Reduced operating expense

• Efficient production and delivery of clean, dry air

• Access to capable and responsive service

• Ability to configure and option up

NOW BETTER POSITIONED TO CAPTURE

OIL-FREE MARKET OPPORTUNITY

Ingersoll Rand: 185-355 kW (E-Series)

Gardner Denver: 75-160 kW (Ultima)

Expansive installed base with opportunity to

capture greater value

Expanded aftermarket opportunity

Enhanced solution and cross-selling

opportunities

Building a complete line of air compression

technology from small to large compressors


Legacy Ingersoll Rand

Complementary

OIL-FREE TECHNOLOGY COVERAGE

1 Sources: CAGI, Frost & Sullivan, Oxford Economics, Management Estimates.

GOALS

Focus on Demand Generation is Creating Significant Pull-Through Opportunity

18

• Proprietary engine to digitally connect all marketing/sales outreach efforts

• Gardner Denver launched in 2016 in Industrials and expanded in late 2018 to

Energy/Medical; launching consistent process in legacy IR compressor business

in 2020

• Channel-agnostic and scalable across regions, products and brands

• Global team of 50+ marketing professionals with COEs in US, Poland and China

Targeted Emails and Integrated Campaigns • Webinars • Telemarketing • Inbound

Calls • Social Media • Tradeshows • Website SEO • Search Engine Ads •

Account Based Marketing

AREAS OF DEMAND GENERATION

Develop a

Growth Engine

Increase Customer Retention

and Lifecycle Revenue Stream

Target attractive verticals

Accelerate new product adoption

Capture and reinvigorate

aftermarket growth

Leverage automation and

analytics to optimize customer

experience

Develop talent force – deep bench

for global sales and marketing

Optimizing Opportunity Capture through Global, Seamless

Contact and Lead Collection Across All Channels and Real-Time

Lead Distribution

“Real-Time” Case Study

Ventilator Demand Generation

Background

Demand for ventilators is at the heart of the fight against COVID-19. Worldwide ventilator

stocks are insufficient for predicted demand.

We have deployed an innovative combined sales and marketing approach to engage

ventilator manufacturers and overcome travel restrictions with digital marketing, telesales

and social selling techniques. Due to these efforts we are now working with leading

manufacturers to supply vital ventilator components.

Our Mission-Critical Solutions

• Elmo Rietschle side channel blowers for mobile ventilators and hyperbaric chambers

• Thomas pumps for ventilators/respirators (non-invasive ventilation technology)

44 Accounts /

5,000+ Contacts 2,000+ $12M+

Top ventilator manufacturers

targeted with known key

supply chain contacts across

28 countries

Unique visitors on dedicated

ventilator page within

2 weeks

Funnel value created in

last 2 weeks

Translating to Quantifiable Results

Integrating Two Great Organizations: Key Observations as CEO

A Truly Transformational Combination and an Exciting Time – More to Come from New Ingersoll Rand

19

Strong complementary cultures that are excited to come together and achieve

greater heights as one company01

COVID-19 crisis accelerating integration and bringing teams together quicker

with notable collaboration02

Strength and depth of talent around technology, products, talent development

and sustainability focus03

Deployment of IRX is a significant opportunity across the organization; more

than initial view04

Long-term growth vectors remain healthy; significant, identified cross-selling

revenue capture and margin expansion in focus05

Multi-Year Integration Effort Underway: First 100 Days Strategy, Goals and Results

Based on Process Muscle We Built in Integration Planning, We Are Executing in Line with Expectations

20

To-Date Results

Milestone Events STATUS

Day 1 Celebration and Global Town Hall

Global Product Planning Summit (Virtual)

i2V IR Kick-off Scheduled

Global Commercial Planning Summit Scheduled

2021 – 2023 Strategic Plan Kick-off Scheduled

1st Annual Leader Summit Rescheduled 2021

Process Implementation

Day 1: L2 Global Organization In Place

Day 6: L3 – L5 Global Organization In Place

Week 2: Monthly Business Reviews (Globally)

Week 3: IR Operating Plan Execution (IROPE) Deployed

Week 3: IMPACT Daily Management Installs Begin Globally

Week 4: 1st Year Plan for Synergy Execution

Launched 16 RFQs Covering ~1/3 of Direct Material Spend1

PHASE 1 PHASE 2 PHASE 3

COMPLETE

May ‘19 – Nov ‘19

Value Stream

Mapping Planning

TEAM & PROCESS

ESTABLISHED

Dec ‘19 – Feb ‘20

Implementing and

Day 1 Readiness

DAY 1: PLAN

READINESS

Mar ‘20 – May ‘20

100 Day

Execution Plan

FAST START: IRX

IMPLEMENTATION

Major Events & Process Implementation

1 Based on 2019 direct material spend.

Strong Additions to Our Seasoned Leadership Team

30 Year Average Industry Experience Across Leadership Team

21

VICENTE

REYNAL

EMILY

WEAVER

CRAIG

MUNDY

ANDY

SCHIESL

MIKE

WEATHERRED

CHRIS

NEUBAUER

CESARE

TRABATTONI

CEO SVP and CFO SVP, HR,

Talent and Diversity &

Inclusion

SVP, General Counsel,

Chief Compliance Officer

and Secretary

SVP, IRX, Strategy and

Business Development

VP, Global Sourcing and

Logistics

VP, Demand Generation,

Pricing and Commercial

Excellence

TODD

WYMAN

GARY

GILLESPIE

ARNOLD

LI

ENRIQUE M.

VISERAS

SIA

ABBASZADEH

MARIA

BLASE

EDWARD

BAYHI

NICK

KENDALL-JONES

MARK

WAGNER

SVP, Industrial

Technologies

and Services Business

VP and GM, Industrial

Technologies and

Services, Americas


Technologies and

Services, AP


Technologies and

Services, EMEIA

VP and GM, Pressure

and Vacuum Solutions

VP and GM, Power Tools

and Lifting

VP and GM, High

Pressure Solutions

VP and GM, Precision

and Science

Technologies

VP and GM, Specialty

Vehicle Technologies

Functional Leadership

Joined from Legacy Ingersoll Rand

Business Leadership

KIRK ARNOLD

Former CEO,

Data Intensity

ELIZABETH CENTONI

SVP,

Emerging Technology &

Incubation,

Cisco Systems, Inc

WILLIAM DONNELLY

Retired EVP,

Mettler-Toledo

GARY FORSEE

Retired Chairman,

President & CEO,

Sprint Nextel Corporation

Former President,

University of Missouri System

JOHN HUMPHREY

Retired EVP & CFO,

Roper Technologies

MARC JONES

CEO & Chairman,

Aeris Communications, Inc.

VICENTE REYNAL

CEO,

Ingersoll Rand

JOSHUA WEISENBECK

Partner, Private Equity,

KKR

TONY WHITE

Retired Chairman,

President & CEO,

Applied Biosystems, Inc.

Engaged and Accountable Board of Directors

Director Experience and Capabilities Support Our Long-term Vision

22

New directors bring expertise and

leadership in technology, entrepreneurship,

employee engagement, innovation and

demand generation

3 years average tenure

All independent directors (other

than CEO)

40% of Board of Directors are

diverse

PETER STAVROS

Chairman | Partner,

Co-Head of Americas

Private Equity;

Co-Chair, Inclusion

and Diversity Council;

Head of Industrials, KKR

Joined from Legacy Ingersoll Rand BoD

Merging Strong Cultures to Enhance Our Competitive Advantages

23

Our Purpose: Lean On Us To Help You Make Life Better

We Think and Act

Like Owners

For 160 years we have been waking up every day to help make life better.

We are driven by an entrepreneurial spirit and an ownership mindset,

inspiring us to care deeply about our neighbors and shared planet. We have

a bias for action, take accountability and quickly bounce back from setbacks.

We Are Committed to Making

Our Customers Successful

We pride ourselves on innovation, and we aim to operate in a clear,

straightforward fashion. We aspire to be connected for life with our

customers and embrace the responsibility that comes with that. We know

they lean on us for essential, vital and mission critical solutions.

We Are Bold in Our Aspirations While Moving

Forward with Humility and Integrity

We have the confidence to take on the hardest problems, yet we are rooted

in a genuine sense of humility. We endeavor to earn trust every day by being

honest in our dealings and acting with integrity regardless of how hard the

challenge. We speak with candor, own our mistakes and always strive to be

better tomorrow.

We Foster

Inspired Teams

We nurture and celebrate a culture that embraces diverse points of views,

backgrounds and experiences. We are committed to equity in how people

are treated and the opportunities available to them. And we know that a

workplace which cultivates a sense of inclusion, belonging and respect will

develop the most talented and capable employees.

Our Values:

A safety-focused, zero-incident culture is

a priority for all of us

• Fostering a strong safety culture where

management is personally committed, and

employees engaged through Safety Moments,

enhanced audits and heightened leader

communication

• Developed a new EHS Policy, which is being

implemented globally across all businesses

• Established a new company-wide

Environmental Management System to

increase best practice sharing, incident tracking

and corrective actions

SAFETY

24

Committed to sustainability in the work

we do and the way we work

• Solutions aid in energy savings, energy

efficiency, heat recovery, water and

wastewater treatment, solar power and

operator safety and ergonomics, helping to

make a positive impact on the environment and

communities worldwide

• Added “Operate Sustainably” as a new

strategic imperative; now a global priority

• Deployed IRX to ensure execution of key ESG

projects and initiatives

• Launched formal materiality assessment to

engage customers, employees, investors and

suppliers in defining our ESG priorities

SUSTAINABILITY

Increasing Our Focus on ESG – It is Now a Strategic Imperative

Intend to publish new

IR’s first ever

sustainability report

based on Global

Reporting Initiative

(GRI) standards

Nurturing and celebrating a culture that

embraces diverse points of view,

backgrounds and experiences

• CEO signed CEO Action for Diversity &

Inclusion pledge

• Focused on initiatives such as our Women’s

Mentoring Circles that support success and

development of diverse talent

• Dedicated to creating and maintaining an

environment that allows for open conversations

about diversity and inclusion

DIVERSITY & INCLUSION

Intense organizational-

wide effort to prepare

submittals to prominent

rating agencies

including the Dow

Jones Sustainability

Index and CDP

Initiatives in Place to Capture Value Creation through Synergies

Accelerating Execution Given Current Environment

25

Manufacturing

• Detailed database created for 14M+ sq. ft. of facilities to develop roadmap

• Phase 1 manufacturing optimization defined and under analysis

• Initial observations indicate strong potential for “Lean Manufacturing” as it is

deployed across enterprise

Supply Chain / Procurement

• Launched 16 RFQs covering ~33% of direct material spend2; “quick wins” executed

• Leveraging current market to harmonize and secure supply chain

• Developing i2V roadmap across business with launch expected in 2H’20

Structural: G&A and Other

• Focused on simplification of structure to reduce layers and increase span of

control

• Opportunity to optimize Corporate functions

Cost Synergies

Manufacturing

Supply Chain /

Procurement2

Structural:

G&A and Other

~$250M1

Run-Rate Synergy Estimate

Estimated One-Time Costs of ~$350M3 to Achieve Cost Synergies

and ~$100M3 for Associated Stand-up of the New Company

Plus Incremental Revenue Growth Opportunities

1 We expect to be able to realize anticipated cost synergies of ~$250M by the end of year 3 after closing. We expect to incur ~$450M of expense in connection with both achieving these cost synergies and the associated

stand-up of the new company. 2 Based on 2019 direct material spend. 3 Excludes transaction costs.

Strong Liquidity with Multiple Levers to Unlock Cash

26

Credit Rating • Ba2 (Positive) / BB+ (stable) from Moody’s and S&P, respectively

Debt Structure and

Recent Actions

(As of 2/29/20)

• Total debt of $3.5B with legacy Gardner Denver debt amended/extended at the same time as placement of new debt (all occurred in Feb. 2020)

• Existing USD $928M Term Loan B repriced at L+175; 100 bps better pricing than before

• Existing €602M Term Loan B repriced at E+200 (with a 0% floor); 100 bps better pricing than before

• New USD $1.9B Term Loan B priced at L+175

• Legacy fixed interest rate swaps of $825M all expire by Sep. 2020 ($100M in Jun., $350M in Jul., and $375M in Sep.)

Maturities • No maturities until 2027

Financial

Covenants

• None on term loans

• $1B revolving credit facility: maximum net first lien secured debt1 to EBITDA of 6.25x, tested when 40% of revolving credit facility is utilized

• At current debt level of $3.5B and cash balance as of 12/31/19, covenant not tripped unless Adjusted EBITDA falls to ~$500M and $1B revolver usage of

at least 40%

Liquidity

• Cash on Gardner Denver balance sheet of $505M as of 12/31/19

• $1.0B Revolving Credit Facility (currently undrawn)

• $125M Receivables Financing Agreement (no outstanding borrowings as of 12/31/19 with only letters of credit committed against the facility and ~$60M of

available borrowing capacity)

Levers to

Unlock Cash

• Working Capital

• AR and AP: Applying best practices, including lessons learned from Gardner Denver that helped drive 500+ bps improvement in Net Working Capital as a

% of sales from IPO in 2017 to 2019

• Inventory: Deploying Ingersoll Rand Execution Excellence (IRX) toolkit to drive sustainable inventory reduction initiatives, using same practices from

Gardner Denver

• Interest Expense: Benefiting from interest expense savings on repriced loans; targeting additional savings given current interest rate environment as well as

fixed rate swaps all expiring by Q3’20

• Tax: Building funnel of opportunities to minimize cash taxes given the merger; taking advantage of payment extensions and refund opportunities

1 Net first lien secured debt defined as gross debt secured on a first priority basis less unrestricted cash and cash equivalents.

Multiple Catalysts for Future Value Creation – Invest with Us

27

ENHANCED MARKET GROWTH OPPORTUNITY

o Expanded addressable market – ~65% larger

o Expansive installed base with opportunity to capture greater value

o Continued thoughtful portfolio optimization

01.

COMPOUNDING POTENTIAL OF TWO GREAT ORGANIZATIONS

o Merging strong cultures to enhance our competitive advantages

o Embedding ESG into our way of life to drive meaningful results

o Multi-year integration effort underway

02.

DURABLE BUSINESS MODEL ENABLED BY IRX

o Accelerating execution to achieve results faster through IMPACT Daily Management and Policy Deployment rigor

o Strong financial profile: outpacing market growth, margin discipline, aftermarket revenue and strong free cash flow

o Focus on achieving top-quartile industrial performance

03.

Appendix

Sources of Financial Data

• Supplemental Financial Information – furnished in Current Report on Form 8-K filed with SEC on April 15, 2020

• Source of financial information of the combined company in this presentation

• Excel model included on the investor section of www.irco.com

• Management’s view of supplemental historical financial information of the combined company provided to assist investors in assessing the Company’s historical performance on a basis that includes the combined results of operations of both Gardner Denver Holdings, Inc. and the Ingersoll Rand Industrial segment

• Amendment No. 1 to Current Report on Form 8-K filed March 31, 2020• The Company filed an amendment to its Current Report on Form 8-K filed with the SEC on March 4, 2020 to provide:

• Audited financial statements of the Industrial Business of Ingersoll-Rand plc for the years ended December 31, 2019 2018 and 2017 and the combined

balance sheets as of December 31, 2019 and 2018

• Unaudited pro forma combined financial statements of the Company as of and for the year ended December 31, 2019

https://d18rn0p25nwr6d.cloudfront.net/CIK-0001699150/4da03c43-e2f9-4b8d-86d4-6c1ddbab469d.pdf

• Registration Statement: Amendment No. 1 to Registration Statement on Form S-4 Filed January 15, 2020• The Company filed a Registration Statement on Form S-4 with the SEC on December 30, 2019 (as amended by Amendment No. 1 to Registration Statement on

Form S-4 filed with the SEC on January 15, 2020, the “S4”) to register shares of its common stock, that were issued in connection with the merger of Charm

Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of Gardner Denver, with and into Ingersoll-Rand U.S. HoldCo, Inc. (“Ingersoll Rand Industrial”), which

was a wholly-owned subsidiary of Ingersoll-Rand plc (“Ingersoll Rand”), with Ingersoll Rand Industrial surviving the merger as a wholly-owned subsidiary of

Gardner Denver

• The S-4 included audited financial statements of the Industrial Business of Ingersoll-Rand plc for the years ended December 31, 2018, 2017 and 2016 and the

combined balance sheets as of December 31, 2018 and 2017 and unaudited pro forma combined financial statements of the Company as of and for the year

ended December 31, 2018

http://d18rn0p25nwr6d.cloudfront.net/CIK-0001699150/f86cb9c4-c2a9-4172-b924-fb01eb816ec2.pdf

29

http://www.irco.com/

https://d18rn0p25nwr6d.cloudfront.net/CIK-0001699150/4da03c43-e2f9-4b8d-86d4-6c1ddbab469d.pdf

http://d18rn0p25nwr6d.cloudfront.net/CIK-0001699150/f86cb9c4-c2a9-4172-b924-fb01eb816ec2.pdf

Supplemental Financial Information: 2019 Condensed Combined Statement of Operations

30

Adjusted Combined

Pro Forma Combined Financial Information

Year Ended Supplemental Year Ended

Dec 31, 2019 (a) Adjustments Dec 31, 2019

Revenues 6,173.2$ (8.7)$ (b) 6,164.5$

Cost of sales 4,004.4 (3.0) (c) 4,001.4

Gross profit 2,168.8 (5.7) 2,163.1

Selling and administrative expenses 1,148.2 (38.4) (c) 1,109.8

Amortization of intangible assets 359.8 - 359.8

Other operating expense, net 72.1 - 72.1

Operating income 588.7 32.7 621.4

Interest expense 156.5 - 156.5

Loss on extinguishment of debt 0.2 - 0.2

Other income, net (4.2) - (4.2)

Income before income taxes 436.2 32.7 468.9

Provision for income taxes 96.5 22.1 (d) 118.6

Net income 339.7 10.6 350.3

Less: Net earnings attributable to noncontrolling interests 2.7 - 2.7

Net income attributable to Ingersoll Rand 337.0$ 10.6$ 347.6$

Basic earnings per share 0.81$ 0.03$ 0.84$

Diluted earnings per share 0.80$ 0.03$ 0.83$

Weighted average shares, basic 414.5 414.5

Weighted average shares, diluted 420.1 420.1

Notes to the Supplemental Adjustments to the Unaudited Condensed Combined Statement of Operations

(a) This column represents the unaudited pro forma condensed combined statement of operations giving effect to the Merger which were included as Exhibit 99.2 to the Form 8-K/A.

(b) Adjustment reflecting certain ongoing sales with Trane Technologies per the Transition Services Agreement that will be sold at zero margin post-Merger.

(d) Adjustment reflecting the application of the effective tax rate of 25.3% to all of the supplemental pro forma adjustments previously discussed above and additional tax provision related

to Global Intangible Low-Taxed Income (“GILTI”) and income as defined under Subpart F of the Internal Revenue Code (“Subpart F”).

INGERSOLL RAND INC. AND SUBSIDIARIES

UNAUDITED ADJUSTED COMBINED FINANCIAL INFORMATION

CONDENSED COMBINED STATEMENT OF OPERATIONS

(Dollars and Shares in millions, except per share amounts)

(c) Adjustment reflecting the removal of certain corporate expenses allocated to the Ingersoll Rand Industrial Segment by its former parent (inclusive of corporate expenses allocated to

Precision Flow Systems by its former parent) recorded in connection with the carve-out financial statements which did not convey with the Ingersoll Rand Industrial Segment.

Supplemental Financial Information: 2018 Condensed Combined Statement of Operations

31

Adjusted Combined

Pro Forma Combined Financial Information

Year Ended Supplemental Year Ended

Dec 31, 2018 (a) Adjustments Dec 31, 2018

Revenues 6,460.3$ (6.2)$ (b) 6,454.1$

Cost of sales 4,168.1 (1.7) (c) 4,166.4

Gross profit 2,292.2 (4.5) 2,287.7

Selling and administrative expenses 1,198.2 (45.8) (c) 1,152.4

Amortization of intangible assets 361.3 - 361.3

Other operating expense, net 70.5 - 70.5

Operating income 662.2 41.3 703.5

Interest expense 170.3 (3.1) (d) 167.2

Loss on extinguishment of debt 1.1 - 1.1

Other income, net (8.8) - (8.8)

Income before income taxes 499.6 44.4 544.0

Provision for income taxes 116.6 18.3 (e) 134.9

Net income 383.0 26.1 409.1

Less: Net earnings attributable to noncontrolling interests 2.6 - 2.6

Net income attributable to Ingersoll Rand 380.4$ 26.1$ 406.5$

Basic earnings per share 0.92$ 0.06$ 0.98$

Diluted earnings per share 0.90$ 0.07$ 0.97$

Weighted average shares, basic 412.9 412.9

Weighted average shares, diluted 420.5 420.5

Notes to the Supplemental Adjustments to the Unaudited Condensed Combined Statement of Operations

(a) This column represents the unaudited pro forma condensed combined statement of operations giving effect to the Merger which were included in the Form S-4.

(b) Adjustment reflecting certain ongoing sales with Trane Technologies per the Transition Services Agreement that will be sold at zero margin post-Merger.

(d) Adjustment reflecting the removal of pro forma interest expense included in the unaudited pro forma condensed combined statement of operations included in the Form S-4.

The original pro forma interest expense amount was calculated using the best available estimated interest rates at the time the Form S-4 was filed. This incremental adjustment

reflects a change in the interest expense calculation due to the application of actual agreed upon interest rates confirmed in the new borrowing facility.

(e) Adjustment reflecting the application of the effective tax rate of 24.8% to all of the supplemental pro forma adjustments previously discussed above and additional tax

provision related to GILTI and Subpart F.



CONDENSED COMBINED STATEMENT OF OPERATIONS


(c) Adjustment reflecting the removal of certain corporate expenses allocated to the Ingersoll Rand Industrial segment by its former Parent (inclusive of corporate expenses

allocated to Precision Flow Systems by its former Parent) recorded in connection with the carve-out financial statements which did not convey with the Ingersoll Rand

Industrial segment.

Supplemental Financial Information: 2019 and 2018 Combined Financial Information by Segment

32

Year ended Year ended

Dec 31, 2019 Dec 31, 2019 Sep 30, 2019 Jun 30, 2019 Mar 31, 2019 Dec 31, 2018

Ingersoll Rand

Adjusted Revenue (non-GAAP) $ 6,164.5 $ 1,588.4 $ 1,481.0 $ 1,595.5 $ 1,499.6 $ 6,454.1

Adjusted EBITDA (non-GAAP) 1,196.5 314.2 293.8 313.1 275.4 1,294.9

Adjusted EBITDA Margin (non-GAAP) 19.4% 19.8% 19.8% 19.6% 18.4% 20.1%

Further Adjusted Net Income (non-GAAP) 690.8 184.4 169.0 183.3 154.1 755.3

Further Adjusted Diluted EPS (non-GAAP) 1.64$ 0.44$ 0.39$ 0.44$ 0.37$ 1.80$


Adjusted Revenue (non-GAAP) $ 4,057.5 $ 1,069.8 $ 984.0 $ 1,027.5 $ 976.2 $ 4,216.1

Adjusted EBITDA (non-GAAP) 816.1 236.0 199.8 199.5 180.8 825.6



Adjusted Revenue (non-GAAP) $ 850.3 $ 213.2 $ 208.0 $ 215.5 $ 213.6 $ 818.5












UNAUDITED ADJUSTED COMBINED FINANCIAL INFORMATION BY SEGMENT


Quarter ended

Supplemental Financial Information: 2019 and 2018 Combined Revenue Growth / (Decline) by Segment

33



Ingersoll Rand

Organic growth (decline) (non-GAAP) (3.0%) (7.1%) (5.8%) (0.9%) 2.3% 9.0%

Impact of foreign currency (non-GAAP) (2.2%) (1.0%) (1.7%) (2.7%) (3.6%) 1.1%

Impact of acquisitions (non-GAAP) 0.7% 0.4% 0.6% 0.6% 1.3% 1.3%

Total adjusted revenue growth (decline) (non-GAAP) (4.5%) (7.7%) (6.9%) (3.0%) - % 11.4%


Organic growth (decline) (non-GAAP) (1.6%) (5.4%) (3.4%) (0.9%) 4.1% 6.9%



Total adjusted revenue growth (decline) (non-GAAP) (3.8%) (6.3%) (5.2%) (4.0%) 0.8% 9.9%


Organic growth (decline) (non-GAAP) 3.5% 0.8% (0.3%) 4.9% 9.1% 12.5%



Total adjusted revenue growth (non-GAAP) 3.9% 1.5% 0.7% 5.1% 8.4% 14.6%


Organic growth (non-GAAP) 10.3% 7.9% 17.6% 13.3% 2.8% 12.8%


Impact of acquisitions (non-GAAP) - % - % - % - % - % - %

Total adjusted revenue growth (non-GAAP) 9.7% 7.6% 17.2% 12.6% 1.8% 13.2%


Organic growth (decline) (non-GAAP) (35.1%) (49.8%) (45.9%) (26.5%) (17.2%) 14.6%

Impact of foreign currency (non-GAAP) (0.3%) (0.5%) (0.3%) (0.3%) (0.4%) - %

Impact of acquisitions (non-GAAP) 0.3% - % - % 0.4% 0.8% 1.0%

Total adjusted revenue growth (decline) (non-GAAP) (35.1%) (50.3%) (46.2%) (26.4%) (16.8%) 15.6%


UNAUDITED ADJUSTED COMBINED REVENUE GROWTH / (DECLINE) BY SEGMENT


Quarter ended

(1) Organic growth/(decline), impact of foreign currency, and impact of acquisitions are non-GAAP measures. References to “impact of acquisitions” refer to GAAP sales from acquired

businesses recorded prior to the first anniversary of the acquisition. The portion of GAAP revenue attributable to currency translation is calculated as the difference between (a) the period-to-period

change in revenue (excluding acquisition sales) and (b) the period-to-period change in revenue (excluding acquisition sales) after applying prior year foreign exchange rates to the current year period.

Supplemental Financial Information: 2019 and 2018 Reconciliation of Adjusted Net Income and Diluted EPS to Further Adjusted Net Income and Further Adjusted Diluted EPS

34



Adjusted Net Income (1) $ 350.3 $ 104.1 $ 90.4 $ 93.6 $ 62.2 $ 409.1

Adjusted Diluted Earnings Per Share (1) $ 0.83 $ 0.25 $ 0.21 $ 0.22 $ 0.15 $ 0.97

Plus:

Amortization of acquisition related intangible assets (a) $ 348.0 $ 86.9 $ 86.8 $ 87.0 $ 87.3 $ 347.4

Acquisition related expenses and non-cash charges (b) 9.7 4.4 2.1 1.6 1.6 16.7

Restructuring and related business transformation costs (c) 63.1 15.1 17.8 15.1 15.1 84.5

Stock-based compensation (d) 32.4 8.8 2.9 9.1 11.6 17.8

Foreign currency transaction losses (gains), net 7.2 5.3 (2.2) 1.6 2.5 (0.6)

Shareholder litigation settlement recoveries (e) (6.0) - - - (6.0) (9.5)

Other adjustments (f) 0.7 - - - 0.7 4.1

Minus:

Income tax provisions, as adjusted (g) 114.6 40.2 28.8 24.7 20.9 114.2

Further Adjusted Net Income $ 690.8 $ 184.4 $ 169.0 $ 183.3 $ 154.1 $ 755.3

Further Adjusted Diluted Earnings Per Share $ 1.64 $ 0.44 $ 0.39 $ 0.44 $ 0.37 $ 1.80

Average Shares Outstanding:

Diluted shares outstanding 208.9 209.4 209.0 208.9 207.7 209.1

Effects of transaction 211.3 211.3 211.3 211.3 211.3 211.3

Adjusted diluted shares outstanding 420.2 420.7 420.3 420.2 419.0 420.4



RECONCILIATION OF ADJUSTED NET INCOME AND DILUTED EPS TO

FURTHER ADJUSTED NET INCOME AND FURTHER ADJUSTED DILUTED EPS


Quarter ended

(1) See tables on slides 30 and 31 for the years ended December 31, 2019 and December 31, 2018, respectively, for a reconciliation of unaudited pro forma Net Income and unaudited

pro forma Diluted EPS as previously disclosed in SEC filings in accordance with Article 11 of Regulation S-X to these adjusted measures presented above.

Supplemental Financial Information: 2019 and 2018 Reconciliation of Adjusted Diluted EPS to Further Adjusted Diluted EPS

35



Adjusted Diluted Earnings Per Share (1) $ 0.83 $ 0.25 $ 0.21 $ 0.22 $ 0.15 $ 0.97

Plus:

Amortization of acquisition related intangible assets (a) 0.83 0.20 0.21 0.21 0.21 0.83

Acquisition related expenses and non-cash charges (b) 0.01 0.01 - - - 0.04



Foreign currency transaction losses (gains), net 0.01 0.01 (0.01) - 0.01 -


Other adjustments (f) - - - - - 0.01

Minus: -

Income tax provisions, as adjusted (g) 0.26 0.09 0.07 0.05 0.05 0.27

Further Adjusted Diluted Earnings Per Share 1.64$ 0.44$ 0.39$ 0.44$ 0.37$ 1.80$



RECONCILIATION OF ADJUSTED DILUTED EPS TO FURTHER ADJUSTED DILUTED EPS

(Share amounts in millions, per share amounts in whole dollars)

Quarter ended

(1) See tables on slides 30 and 31 for the years ended December 31, 2019 and December 31, 2018, respectively, for a reconciliation of unaudited pro forma Diluted EPS as previously

disclosed in SEC filings in accordance with Article 11 of Regulation S-X to Adjusted Diluted EPS presented above.

Supplemental Financial Information: 2019 and 2018 Reconciliation of Adjusted Net Income to Adjusted EBITDA and Further Adjusted Net Income

36



Adjusted Net Income (1) 350.3$ 104.1$ 90.4$ 93.6$ 62.2$ 409.1$

Plus:

Interest expense 156.5$ 37.8$ 40.1$ 39.3$ 39.3$ 167.2$

Provision for income taxes 118.6 22.1 28.2 37.2 31.1 134.9

Depreciation expense 95.8 24.0 23.0 23.8 25.0 99.3

Amortization expense (a) 368.2 92.6 91.5 91.8 92.3 371.4







Adjusted EBITDA 1,196.5$ 314.2$ 293.8$ 313.1$ 275.4$ 1,294.9$

Minus:

Interest expense 156.5$ 37.8$ 40.1$ 39.3$ 39.3$ 167.2$

Income tax provision, as adjusted (g) 233.2 62.3 57.0 61.9 52.0 249.1

Depreciation expense 95.8 24.0 23.0 23.8 25.0 99.3

Amortization of non-acquisition related intangible assets (a) 20.2 5.7 4.7 4.8 5.0 24.0

Further Adjusted Net Income 690.8$ 184.4$ 169.0$ 183.3$ 154.1$ 755.3$



RECONCILIATION OF ADJUSTED NET INCOME TO

ADJUSTED EBITDA AND FURTHER ADJUSTED NET INCOME


Quarter ended

(1) See tables on slides 30 and 31 for the years ended December 31, 2019 and December 31, 2018, respectively, for a reconciliation of unaudited pro forma Net income as previously

disclosed in SEC filings in accordance with Article 11 of Regulation S-X to Adjusted Net income presented above.

Supplemental Financial Information: 2019 and 2018 Reconciliation of Segment Adjusted EBITDA to Adjusted Income Before Income Taxes

37



Adjusted Revenue

Industrial Technologies & Services 4,057.5$ $ 1,069.8 $ 984.0 $ 1,027.5 $ 976.2 $ 4,216.1

Precision & Science Technologies 850.3 213.2 208.0 215.5 213.6 818.5

Specialty Vehicle Technologies 822.3 226.4 189.0 233.0 173.9 749.4

High Pressure Solutions 434.4 79.0 100.0 119.5 135.9 670.1

Total Adjusted Revenue (1) 6,164.5$ 1,588.4$ 1,481.0$ 1,595.5$ 1,499.6$ 6,454.1$

Segment Adjusted EBITDA

Industrial Technologies & Services 816.1$ 236.0$ 199.8$ 199.5$ 180.8$ 825.6$

Precision & Science Technologies 235.9 59.4 56.6 63.4 56.5 208.7

Specialty Vehicle Technologies 116.7 32.9 27.6 37.6 18.6 104.3

High Pressure Solutions 117.4 16.0 26.9 32.6 41.9 227.9

Total Segment Adjusted EBITDA 1,286.1$ 344.3$ 310.9$ 333.1$ 297.8$ 1,366.5$

Corporate expenses not allocated to segments 89.6$ 30.1$ 17.1$ 20.0$ 22.4$ 71.6$

Interest expense 156.5 37.8 40.1 39.3 39.3 167.2

Depreciation and amortization expense 464.0 116.6 114.5 115.6 117.3 470.7







Adjusted Income Before Income Taxes (1) 468.9$ 126.2$ 118.6$ 130.8$ 93.3$ 544.0$

(1) See tables on slides 30 and 31 for the years ended December 31, 2019 and December 31, 2018, respectively, for a reconciliation of unaudited pro forma Revenue and unaudited pro forma

Income Before Income Taxes as previously disclosed in SEC filings in accordance with Article 11 of Regulation S-X to these adjusted measures presented above.



RECONCILIATION OF SEGMENT ADJUSTED EBITDA TO ADJUSTED INCOME BEFORE INCOME TAXES


Quarter ended

Less items to reconcile Segment Adjusted EBITDA to Adjusted Income Before Income Taxes:

Supplemental Financial Information: Notes to Slides 34-37 - Adjusted Combined Financial Information

38

All supplemental financial information presented in this document represents the newly combined Ingersoll Rand giving effect to the Merger as if it happened on January 1, 2018.

(a) Amortization expense consisted of the following:



Amortization of acquisition-related intangible assets 348.0$ 86.9$ 86.8$ 87.0$ 87.3$ 347.4$

Amortization of non-acquisition related intangible assets 20.2 5.7 4.7 4.8 5.0 24.0

Total amortization expense 368.2$ 92.6$ 91.5$ 91.8$ 92.3$ 371.4$

(c) Restructuring and related business transformation costs consisted of the following:



Restructuring charges 54.6$ 11.7$ 16.0$ 13.9$ 13.0$ 62.6$

Severance, sign-on, relocation and executive search costs 2.5 1.2 0.1 0.2 1.0 4.1

Facility reorganization, relocation and other costs 2.4 0.5 0.8 0.5 0.6 3.1

Information technology infrastructure transformation 1.2 0.3 0.2 0.4 0.3 0.8

Losses (gains) on asset and business disposals 0.8 0.9 0.2 (0.4) 0.1 (5.3)

Consultant and other advisor fees 0.3 - 0.1 0.1 0.1 14.1

Other, net 1.3 0.5 0.4 0.4 - 5.1

Total restructuring and related business transformation costs 63.1$ 15.1$ 17.8$ 15.1$ 15.1$ 84.5$

(e) Represents insurance recoveries of our shareholder litigation settlement in 2014.

Quarter ended

Quarter ended

(b) Represents costs associated with successful and/or abandoned acquisitions, including third-party expenses, post-closure integration costs (including certain incentive and non-incentive

cash compensation costs), and non-cash charges and credits arising from fair value purchase accounting adjustments.

(d) Represents stock-based compensation expense recognized for stock options outstanding of $30.8 million and $17.8 million for the years ended December 31, 2019 and 2018,

respectively. Represents stock-based compensation expense recognized for stock options outstanding of $8.7 million, $2.7 million, $9.0 million and $10.4 million for the quarters ended

December 31, 2019, September 30, 2019, June 30, 2019 and March 31, 2019, respectively.

Supplemental Financial Information: Notes to Slides 34-37 - Adjusted Combined Financial Information (Continued)

39

(f) Other adjustments are comprised of the following items:

i. estimated environmental remediation costs and losses relating to a former production facility;

ii. certain expenses related to our initial public offering and secondary offerings;

v. other individually immaterial miscellaneous adjustments.



Provision for income taxes 118.6$ 22.1$ 28.2$ 37.2$ 31.1$ 134.9$

Tax impact of pre-tax income adjustments 114.6 40.2 28.8 24.7 20.9 113.5

Income tax provision, as adjusted 233.2$ 62.3$ 57.0$ 61.9$ 52.0$ 248.4$

iv. losses on the extinguishment of the Company's senior notes, extinguishment of a portion of the Company’s U.S. Term Loan, refinancing of the Company’s Original Dollar Term Loan

Facility and the Company’s Original Euro Term Loan Facility and losses reclassified from accumulated other comprehensive income/(loss) into income related to the amendment of the

interest rate swaps in conjunction with the debt repayment; and

(g) Represents our income tax provision adjusted for the tax effect of pre-tax items excluded from Adjusted Net Income and the removal of applicable discrete tax items. The tax effect of

pre-tax items excluded from Adjusted Net Income is computed using the statutory tax rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact

of permanent differences and valuation allowances. The income tax provision, as adjusted for each of the periods presented below consists of the following:

Quarter ended

iii. third party expenses to comply with the requirements of Sarbanes-Oxley and the accelerated adoption of new accounting standards in the first quarter of 2018 and 2019, respectively;

Reconciliation of Net (Loss) Income to Adjusted EBITDA for Legacy Gardner Denver

40

($ M) FY 19 FY15

Net (Loss) Income $159.1 ($352.0)

Plus:

Interest Expense $88.9 $162.9

(Benefit) Provision for Income Taxes $31.8 ($14.7)

Depreciation Expense $53.8 $47.6

Amortization Expense $124.3 $115.4

Impairment of Goodwill and Other Intangible Assets $421.4

Sponsor Fees and Expenses $4.6

Restructuring and Related Business Transformation $25.6 $31.4

Acquisition Related Expenses and Non-cash Charges $54.6 $4.8

Environmental Remediation Loss Reserve $0.1

Expenses Related to Initial Stock Offering

Establish Public Company Financial Reporting $0.6

Stock-based Compensation $23.1

Loss on Extinguishment of Debt $0.2

Foreign Currency Transaction Losses (Gains), Net $8.1 $1.1

Shareholder Litigation Settlement Recoveries ($6.0)

Other Adjustments $0.6 ($3.6)

Adjusted EBITDA $564.8 $418.9

Revenue $2,451.9 $2,126.9

Adjusted EBITDA % 23.0% 19.7%


Net Debt to Adjusted EBITDA Leverage Ratio

41

Ingersoll Rand

FY 19 FY 19 FY15

Senior Secured bank debts $3,502 $1,602 $2,274

Senior Unsecured notes $575

Mortgages/Cap Lease/Other $18 $18 $18

Gross Debt1 $3,520 $1,620 $2,867

Less: Cash & Cash Equivalents2 ($456) ($505) ($228)

Net Debt $3,063 $1,114 $2,638

Net Debt/Adj EBITDA Leverage Ratio 2.6 2.0 6.3


1 Pro-forma Gross Debt for Ingersoll Rand as of 12/31/19 including legacy Gardner Denver debt as of

12/31/19 and incremental $1.9B of debt raised in February of 2020 as part of transaction

2 Cash and Cash Equivalents comprised of legacy Gardner Denver cash as of 12/31/19 plus $25M of

Ingersoll Rand contributed cash at close less ~$74M of transaction fees and expenses

Ingersoll Rand · 2020-04-15 · Health and Safety: Activated COVID-19 Task Force Early; Applied...

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