IR · Ingersoll Rand
113 filings
IR 8-K Current Reports
Ingersoll Rand - 113 current reports
IR filed 9 annual reports (10-K), 29 quarterly reports (10-Q) and 113 current reports (8-K) between 2017 and 2026.
- 8-K · May 17, 2017
- 8-K · Jun 7, 2017
- 8-K · Jul 3, 2017
- 8-K · Aug 2, 2017
- 10-Q · Aug 4, 2017
- 8-K · Aug 18, 2017
- 8-K · Oct 24, 2017
- 8-K · Oct 25, 2017
- 10-Q · Oct 27, 2017
- 8-K · Nov 20, 2017
- 8-K · Jan 8, 2018
- 8-K · Feb 13, 2018
- 10-K · Feb 16, 2018
- 8-K · Feb 16, 2018
- 8-K · Apr 26, 2018
- 10-Q · Apr 27, 2018
- 8-K · May 7, 2018
- 8-K · May 15, 2018
- 8-K · Aug 2, 2018
- 10-Q · Aug 3, 2018
- 8-K · Sep 14, 2018
- 8-K · Oct 26, 2018
- 8-K · Oct 26, 2018
- 10-Q · Oct 29, 2018
- 8-K · Nov 2, 2018
- 8-K · Nov 28, 2018
- 8-K · Dec 14, 2018
- 8-K · Dec 19, 2018
- 8-K · Feb 20, 2019
- 10-K · Feb 27, 2019
- 10-Q · Apr 30, 2019
- 8-K · Apr 30, 2019
- 8-K · May 3, 2019
- 8-K · May 6, 2019
- 8-K · May 10, 2019
- 8-K · Jul 1, 2019
- 8-K · Jul 2, 2019
- 8-K · Aug 1, 2019
- 10-Q · Aug 2, 2019
- 8-K · Oct 9, 2019
- 8-K · Oct 29, 2019
- 10-Q · Oct 30, 2019
- 8-K · Dec 12, 2019
- 8-K · Jan 27, 2020
- 8-K · Jan 31, 2020
- 8-K · Feb 13, 2020
- 8-K · Feb 20, 2020
- 8-K · Feb 25, 2020
- 10-K · Feb 26, 2020
- 8-K · Mar 4, 2020
- 8-K/A · Mar 31, 2020
- 8-K · Apr 15, 2020
- 8-K · May 1, 2020
- 8-K · May 12, 2020
- 10-Q · May 15, 2020
- 8-K · Jun 5, 2020
- 8-K · Jun 5, 2020
- 8-K · Jun 15, 2020
- 8-K · Jun 16, 2020
- 8-K · Jun 19, 2020
- 8-K · Jun 22, 2020
- 8-K · Jul 1, 2020
- 10-Q · Aug 4, 2020
- 8-K · Aug 4, 2020
- 8-K · Nov 2, 2020
- 10-Q · Nov 3, 2020
- 8-K · Feb 16, 2021
- 8-K · Feb 22, 2021
- 10-K · Feb 26, 2021
- 8-K · Apr 12, 2021
- 8-K · Apr 28, 2021
- 10-Q · Apr 30, 2021
- 8-K · May 13, 2021
- 8-K · Jun 1, 2021
- 8-K · Jun 21, 2021
- 8-K · Jul 28, 2021
- 10-Q · Jul 30, 2021
- 8-K · Aug 6, 2021
- 8-K · Aug 6, 2021
- 8-K · Oct 1, 2021
- 8-K · Nov 3, 2021
- 10-Q · Nov 5, 2021
- 8-K · Nov 9, 2021
- 8-K · Feb 23, 2022
- 10-K · Feb 25, 2022
- 8-K · May 4, 2022
- 10-Q · May 6, 2022
- 8-K · Jun 22, 2022
- 8-K · Aug 2, 2022
- 8-K · Aug 3, 2022
- 10-Q · Aug 5, 2022
- 8-K · Sep 2, 2022
- 8-K · Nov 2, 2022
- 10-Q · Nov 4, 2022
- 8-K · Dec 1, 2022
- 8-K · Feb 15, 2023
- 10-K · Feb 21, 2023
- 8-K · Feb 21, 2023
- 8-K · Apr 12, 2023
- 8-K · Apr 26, 2023
- 8-K · May 3, 2023
- 10-Q · May 5, 2023
- 8-K · Jun 22, 2023
- 8-K · Aug 2, 2023
- 8-K · Aug 4, 2023
- 10-Q · Aug 4, 2023
- 8-K · Aug 14, 2023
- 8-K · Sep 7, 2023
- 8-K · Sep 7, 2023
- 8-K · Sep 28, 2023
- 8-K · Nov 1, 2023
- 10-Q · Nov 3, 2023
- 8-K · Feb 15, 2024
- 10-K · Feb 23, 2024
- 8-K · Mar 25, 2024
- 8-K · May 2, 2024
- 10-Q · May 3, 2024
- 8-K · May 10, 2024
- 8-K · Jun 4, 2024
- 8-K · Jun 10, 2024
- 8-K · Jun 17, 2024
- 8-K · Jul 31, 2024
- 10-Q · Aug 2, 2024
- 8-K · Aug 16, 2024
- 8-K · Aug 23, 2024
- 8-K · Oct 31, 2024
- 10-Q · Nov 1, 2024
- 8-K · Feb 13, 2025
- 10-K · Feb 19, 2025
- 8-K · Mar 28, 2025
- 8-K · Apr 3, 2025
- 8-K · May 1, 2025
- 10-Q · May 2, 2025
- 8-K · Jun 16, 2025
- 8-K · Jun 17, 2025
- 8-K · Jul 15, 2025
- 8-K · Jul 31, 2025
- 10-Q · Jul 31, 2025
- 8-K · Oct 30, 2025
- 10-Q · Oct 31, 2025
- 8-K · Dec 17, 2025
- 8-K · Feb 12, 2026
- 10-K · Feb 17, 2026
- 8-K · Apr 28, 2026
- 10-Q · Apr 29, 2026
- 8-K · Jun 16, 2026
- 8-K · Jul 30, 2026
- 10-Q · Jul 31, 2026
- 8-K · Oct 29, 2026
- 10-Q · Oct 30, 2026
- 8-K · Oct 30, 2026
Ingersoll Rand 8-K Report, Executive Changes (Oct 30, 2026)
On October 27, 2026, Michael Weatherred, Senior Vice President of the Precision and Science Technologies ("PST") Segment and Demand Generation and Execution ("DGX") of Ingersoll Rand Inc., notified the company of his retirement, effective immediately. He agreed to serve in an advisory role through May 2028. The company simultaneously announced internal promotions: Scott Watson as senior vice president and group president, Industrial Technologies and Services North America and EMEIA, and Shaun Carlson as senior vice president and group president, PST, both effective October 27, 2026, and both reporting to Chairman and CEO Vicente Reynal. The Compensation Committee approved a new performance-based leadership equity award and an amended and restated employment agreement for Mr. Reynal, effective October 27, 2026. The award includes 226,098 performance stock units, valued at approximately $17.1 million based on the closing stock price on the effective date of the employment agreement, with a grant expected on November 23, 2026. PSUs vest based on five-year compounded annual growth in Adjusted EPS over January 1, 2027 to December 31, 2031, with 50% vesting at 8% CAGR and 100% at 10% CAGR, subject to a ROIC modifier of up to plus or minus 10%. The award also includes performance-conditioned stock options of 50,000 to 100,000 shares per fiscal year for 2027 through 2031, based on Adjusted EPS growth of 9% to 10% or more. The employment agreement extends the initial term to February 29, 2032, raises annual base salary from $1,100,000 to $1,200,000, and keeps the target bonus at 150% of base salary. Severance terms were modified to include a prorated annual bonus, and, within a window from six months before to two years after a change in control, severance equals 1.5x base salary with 18 months of grossed-up COBRA premium payments. Mr. Reynal may make personal use of the leased aircraft up to $400,000 in aggregate incremental costs per year.
Ingersoll Rand 8-K Report, Financial Results (Oct 29, 2026)
Ingersoll Rand Inc. (NYSE: IR) reported third quarter 2026 results on October 29, 2026, with reported orders of $2,345 million, up 21% (up 18% organic), and reported revenues of $2,065 million, up 6% (up 4% organic). Reported net income attributable to Ingersoll Rand Inc. was $670 million, or $1.73 per diluted share, which includes a $380.1 million recovery of acquisition related losses. Adjusted net income attributable to Ingersoll Rand Inc. was $415 million, or $1.07 per share, up 24%; excluding IEEPA Tariff Refunds, it was $390 million, or $1.01 per share, up 17%. Adjusted EBITDA was $584 million, up 7%, with a 28.3% margin, or $552 million excluding IEEPA Tariff Refunds, up 1%, with a 26.7% margin. The company generated reported operating cash flow of $648 million and free cash flow of $623 million in the quarter. Liquidity stood at $3.9 billion as of September 30, 2026, including $1.3 billion of cash on hand and $2.6 billion of undrawn credit facility capacity. Net debt to LTM Adjusted EBITDA leverage was 1.6x, down 0.2x year over year. The Board authorized a $2 billion increase to the share repurchase program, incremental to the $313 million remaining, and the company returned approximately $358 million to shareholders in the quarter through $350 million of buybacks and $8 million of dividends. Ingersoll Rand also disclosed ILC Dover transaction recoveries of approximately $425.1 million gross, including the $187.5 million recovery announced in July 2026, with $25.0 million collected in Q2 2026, $162.5 million collected in Q3 2026, and the remainder expected in Q4. The company updated full-year 2026 guidance, calling for revenue growth of 5.5% to 7.0%, adjusted EBITDA excluding Q3 IEEPA Tariff Refunds of $2,130 million to $2,190 million, and adjusted EPS excluding Q3 IEEPA Tariff Refunds of $3.58 to $3.70. Management expects free cash flow conversion of 100% or more, including the ILC Dover recoveries.
Ingersoll Rand 8-K Report, Financial Results (Jul 30, 2026)
Ingersoll Rand Inc. (NYSE: IR) reported second quarter 2026 results in an 8-K furnished July 30, 2026, with reported orders of $2.04 billion (up 5%), reported revenues of $2.05 billion (up 9%), and reported net income attributable to Ingersoll Rand Inc. of $257 million, or $0.66 per share. Adjusted net income attributable to Ingersoll Rand Inc. was $339 million, or $0.86 per share (up 7%), and Adjusted EBITDA was $520 million (up 2%) with a 25.4% margin. Reported operating cash flow was $296 million and free cash flow was $269 million, and liquidity totaled $3.8 billion, including $1.2 billion of cash and $2.6 billion of undrawn credit capacity. By segment, Industrial Technologies and Services (IT&S) generated revenue of $1.62 billion (up 9%, or up 4% organic) but organic orders were roughly flat, and its Adjusted EBITDA margin fell 180 basis points to 26.8% on inflation and commercial investment pressures, mainly in China. Precision and Science Technologies (P&ST) grew orders 11% (7% organic) and revenue 8%, and its Adjusted EBITDA margin rose 200 basis points to 31.5%. Moody's upgraded the company one notch to Baa1 in June 2026. The company deployed $110 million to M&A in the quarter and returned about $248 million to shareholders through $240 million of buybacks and $8 million of dividends. Management raised its full-year 2026 guidance for revenue growth of 4.5% to 6.5% (organic growth of 1% to 3%, plus roughly 2.5% from M&A and roughly 1% from currency), Adjusted EBITDA of $2,130 million to $2,190 million, and Adjusted EPS of $3.45 to $3.57, with the company expecting results near the high end of that EPS range. The filing also discloses the pending Fai Filtri s.r.l. acquisition, expected to close in Q4 2026, and a U.S.-based blower manufacturer acquisition expected to close July 31, 2026.
Ingersoll Rand 8-K Report, Executive Changes (Jun 16, 2026)
Ingersoll Rand Inc. (IR) reported the results of its June 11, 2026 annual meeting of stockholders, at which 372,965,993 shares of common stock, or approximately 95.3% of the 391,332,297 shares entitled to vote (record date April 16, 2026), were present in person or by proxy. Stockholders approved the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan, which became effective on approval. The Board had previously adopted the plan subject to stockholder approval. The material terms are described in the company's definitive Proxy Statement dated April 24, 2026, and the full plan is filed as Exhibit 10.1. Stockholders elected all ten director nominees to terms expiring at the 2027 annual meeting. They also ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026 and approved, on a non-binding advisory basis, the compensation of the named executive officers. The vote totals for each proposal are reported in the filing. For investors, the principal items are the approval of the 2026 Omnibus Incentive Plan, which governs future equity and incentive compensation, and the advisory say-on-pay vote. The filing reports the vote counts but does not describe the plan's share reserve or other economic terms, which are set out in the Proxy Statement and Exhibit 10.1.
Ingersoll Rand 8-K Report, Financial Results (Apr 28, 2026)
Ingersoll Rand Inc. (NYSE: IR) reported first-quarter 2026 results on April 28, 2026, as furnished in Exhibit 99.1 to this Form 8-K. Reported orders were $1,978 million, up 5%, and reported revenues were $1,847 million, up 8%. Reported net income attributable to Ingersoll Rand Inc. was $192 million, or $0.49 per share. Adjusted net income attributable to Ingersoll Rand Inc. was $305 million, or $0.77 per share, up 7%, and Adjusted EBITDA was $469 million, up 2%, with a margin of 25.4%. Management said the company began 2026 with solid momentum and is confident in reaching its annual revenue target, citing a robust M&A pipeline. Segment performance was mixed. Industrial Technologies and Services (IT&S) reported revenues of $1,445 million, up 7% on a reported basis but down 2% organically, with Segment Adjusted EBITDA of $386 million, down 1%, and a margin of 26.7%, down 210 basis points. The company attributed the margin decline largely to organic volume declines and continued commercial investments, and said Middle East orders are expected to recover through the balance of the year. Precision and Science Technologies (P&ST) reported revenues of $403 million, up 10% (up 4% organic), with Segment Adjusted EBITDA of $122 million, up 15%, and a margin of 30.3%, up 120 basis points. Cash generation and balance sheet items were also reported. Operating cash flow was $200 million and free cash flow was $163 million, compared with $256 million and $223 million in the prior-year period. Liquidity totaled $3.9 billion, including $1.3 billion of cash on hand. Net debt to Adjusted EBITDA leverage was 1.7x, up 0.1x year over year. The company deployed $52 million on the Scinomix acquisition, returned about $97 million to shareholders, and announced the signing of the Fox s.r.l. acquisition, expected to close on April 30, 2026. Full-year 2026 guidance was maintained, including revenue growth of 2.5% to 4.5% and Adjusted EPS of $3.45 to $3.57.
Ingersoll Rand 8-K Report, Financial Results (Feb 12, 2026)
Ingersoll Rand Inc. (NYSE: IR) reported fourth-quarter and full-year 2025 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For the full year 2025, orders were $7,716 million, up 9%; revenues were $7,651 million, up 6%; net income attributable to Ingersoll Rand Inc. was $581 million, or $1.45 per share; and Adjusted EBITDA was $2,094 million, up 4%, with a 27.4% margin. Operating cash flow was $1,356 million and free cash flow was $1,220 million. The company returned $1,050 million to shareholders through share repurchases and dividends during the year. Fourth-quarter revenues were $2,091 million, up 10%, and Adjusted EPS was $0.96, up 14% on adjusted net income. The company's 2026 guidance calls for revenue growth of 2.5% to 4.5%, comprising currency of +1%, M&A of +1.5%, and organic growth of flat to 2%. Adjusted EBITDA is expected between $2,130 million and $2,190 million, and Adjusted EPS between $3.45 and $3.57, which the filing describes as 5% growth at the midpoint. Free cash flow conversion to adjusted net income is expected to be about 95%, with capital expenditures around 2% of sales. At the segment level, Industrial Technologies and Services (IT&S) fourth-quarter Segment Adjusted EBITDA margin declined 140 basis points to 28.9%, which the company attributed primarily to tariffs and commercial investments. Precision and Science Technologies (P&ST) margin rose 280 basis points to 30.4% on operational execution. The company also disclosed a January 2026 acquisition of Scinomix, Inc. The filing notes a goodwill impairment of $229.7 million and other intangible asset impairments of $43.7 million for full-year 2025.
Ingersoll Rand 8-K Report, Executive Changes (Dec 17, 2025)
Ingersoll Rand Inc. (NYSE: IR) filed a Form 8-K on December 17, 2025 reporting two items: a board appointment under Item 5.02 and a press release furnished under Item 7.01. The Board increased its size to ten directors and appointed Jerome Guillen as a director, effective January 1, 2026, to serve until the 2026 Annual Meeting of Stockholders. The Board also appointed him to the Compensation Committee and the Sustainability Committee, and determined he is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines. He will be compensated under the Company's non-employee director compensation policy, as described in the 2025 proxy statement filed April 25, 2025. According to the filing, Mr. Guillen spent more than two decades in leadership roles in the automotive and transportation industries, most recently as a president at Tesla, Inc. He also previously held leadership roles at Daimler AG and McKinsey & Company, and serves on the board of Vale Base Metals. The company's chairman and CEO, Vicente Reynal, said his experience in transformative projects and innovation will support the company's commitment to sustainable organic growth. The filing contains no financial results, guidance, or other quantitative information.
Ingersoll Rand 8-K Report, Financial Results (Oct 30, 2025)
Ingersoll Rand Inc. (NYSE: IR) reported third quarter 2025 results on October 30, 2025, with orders of $1,942 million (up 8%), revenues of $1,955 million (up 5%), and net income attributable to Ingersoll Rand Inc. of $244 million, or $0.61 per diluted share. Adjusted net income was $346 million, or $0.86 per share, and Adjusted EBITDA was $545 million, up 2%, with a margin of 27.9%. Operating cash flow was $355 million and free cash flow was $326 million. Liquidity stood at $3.8 billion as of September 30, 2025, including $1.2 billion of cash on hand and $2.6 billion of undrawn credit facility capacity. By segment, Industrial Technologies and Services orders rose 7% (0.3% organic) while revenues rose 5% (down 2% organic), and segment Adjusted EBITDA margin fell 170 basis points to 29.0%, which the company attributed largely to organic volume declines, tariffs, and commercial investments. Precision and Science Technologies orders rose 11% (7% organic), revenues rose 5% (2% organic), and segment Adjusted EBITDA margin improved 80 basis points to 30.8%. Net debt-to-Adjusted EBITDA leverage was 1.8x, up 0.1x year over year. In the quarter the company deployed $249 million to M&A, closed the Dave Barry Plastics acquisition in August, and returned $201 million to shareholders through $193 million of share repurchases and $8 million of dividends. The company revised its full-year 2025 guidance, now calling for total revenue growth of 4-6%, organic revenue of (2)-0%, Adjusted EBITDA of $2,060 million to $2,090 million (+2% to +4% year over year), and Adjusted EPS of $3.25 to $3.31 ((1%) to +1% year over year). The filing also reports year-to-date goodwill and other intangible asset impairments of $265.8 million.
Ingersoll Rand 8-K Report, Financial Results (Jul 31, 2025)
Ingersoll Rand Inc. (NYSE: IR) reported second quarter 2025 results, which it described as record second-quarter orders, revenues and Adjusted EBITDA. Reported orders were $1,940 million, up 8%, and reported revenues were $1,888 million, up 5%. The company reported a net loss attributable to Ingersoll Rand Inc. of $115 million, or $0.29 per share, driven by non-cash impairments of $265.8 million. Excluding these and other adjustments, Adjusted net income was $325 million, or $0.80 per share, and Adjusted EBITDA was $509 million, up 3%, with a margin of 27.0%. By segment, Industrial Technologies and Services reported orders of $1,561 million, up 7% (up 1% organic), and revenues of $1,492 million, up 2% (down 4% organic). Precision and Science Technologies reported orders of $379 million, up 13% (down 5% organic), and revenues of $396 million, up 17% (down 2% organic). The company reported operating cash flow of $246 million and free cash flow of $210 million, and ended the quarter with liquidity of $3.9 billion, including $1.3 billion of cash on hand. It returned approximately $508 million to shareholders, including $500 million in share repurchases, and deployed $47 million to M&A in the quarter. Management raised full-year 2025 guidance for revenue (4% to 6% growth), Adjusted EBITDA ($2,100 million to $2,160 million, up 4% to 7% year over year) and Adjusted EPS ($3.34 to $3.46, up 2% to 5%). Organic revenue guidance is (2)% to 0% for the company and for each segment.
Ingersoll Rand 8-K Report, Executive Changes (Jul 15, 2025)
Ingersoll Rand Inc. (NYSE: IR) reported in this Form 8-K filed July 15, 2025 that its Board of Directors, on July 14, 2025, reset the Board size to nine directors and appointed Aurobind Satpathy as a director effective July 15, 2025, to serve until the 2026 Annual Meeting of Stockholders. The Board also appointed Mr. Satpathy to the Nominating and Corporate Governance Committee and the Sustainability Committee, and determined he is independent under New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines. As a non-employee director, Mr. Satpathy will be compensated on a prorated basis under the Company's director compensation policy, including a restricted stock unit award under the Amended and Restated 2017 Omnibus Incentive Plan, to be granted on August 6, 2025. The filing states he has no arrangements with others for his selection and is not party to any related-person transaction requiring disclosure under Item 404(a) of Regulation S-K. The Company issued a press release on July 15, 2025, furnished as Exhibit 99.1 under Regulation FD. The release describes Mr. Satpathy as a senior partner at McKinsey & Company with nearly 30 years of experience, and quotes Chairman and CEO Vicente Reynal on his expertise. The filing presents this as a governance update and contains no financial results or guidance.
Ingersoll Rand 8-K Report, Executive Changes (Jun 17, 2025)
Ingersoll Rand Inc. (IR) reported in this Form 8-K, filed June 17, 2025, that its Board of Directors, on June 12, 2025, expanded the role of Michael Weatherred, Senior Vice President, IR Execution Excellence (IRX), Business and Commercial Excellence, to also lead the Company's Precision & Science Technologies ("PST") segment. His new title is Senior Vice President PST Segment, Demand Generation and Execution, and he will develop processes, built on IRX, to support growth, margin expansion, and optimized capital allocation across PST. The Compensation Committee approved compensation changes for Mr. Weatherred effective June 16, 2025, including an annual base salary rate of $600,000, a revised annual cash payout opportunity of 85% under the Management Incentive Plan (with PST performance goals for the period after the Effective Date), and equity awards. The Committee also approved an additional equity award for Andrew Schiesl, Senior Vice President, General Counsel, Chief Compliance Officer, following a market review by its independent compensation consultant, to keep his total compensation market competitive and retentive. The equity grants to Mr. Weatherred and Mr. Schiesl are denominated as follows: Mr. Weatherred receives $75,000 in restricted stock units, $75,000 in stock options and $150,000 in performance stock units; Mr. Schiesl receives $112,500 in restricted stock units, $112,500 in stock options and $225,000 in performance stock units. The actual award amounts will be set on the grant date of August 6, 2025. Restricted stock units and options vest 25% per year over four years, and performance stock units are evaluated after a performance period from January 1, 2025 to December 31, 2027.
Ingersoll Rand 8-K Report, Shareholder Vote Results (Jun 16, 2025)
Ingersoll Rand Inc. held its 2025 annual meeting of stockholders on June 12, 2025. Holders of 383,328,167 shares, or approximately 95.01% of the 403,447,247 shares entitled to vote (record date April 17, 2025), were present in person or by proxy. The filing reports final results on three proposals described in the company's definitive proxy statement dated April 25, 2025. Stockholders elected all eight director nominees, Vicente Reynal, William P. Donnelly, Jennifer Hartsock, John Humphrey, Marc E. Jones, JoAnna A. Sohovich, Mark P. Stevenson and Michelle Swanenburg, to terms expiring at the 2026 annual meeting. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2025, with 372,593,679 votes for, 10,060,952 against and 673,536 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers as described in the proxy statement, with 355,188,185 votes for, 14,093,734 against and 1,020,013 abstentions. Broker non-votes were 13,026,235 on the director and compensation proposals.
Ingersoll Rand 8-K Report, Financial Results (May 1, 2025)
Ingersoll Rand Inc. (NYSE: IR) reported first quarter 2025 results on May 1, 2025, furnished under Item 2.02 via Exhibit 99.1. Reported orders were $1,882 million, up 10%, and reported revenues were $1,717 million, up 3%. Reported net income attributable to Ingersoll Rand Inc. was $187 million, or $0.46 per share, while adjusted net income was $293 million, or $0.72 per share. Adjusted EBITDA was $460 million, flat, with a margin of 26.8%, down 70 basis points year over year. Operating cash flow was $256 million and free cash flow was $223 million, up 59% and 124% respectively. Liquidity stood at $4.2 billion as of March 31, 2025. By segment, Industrial Technologies and Services reported orders of $1,487 million, up 6% (up 3% organic), and revenues of $1,352 million, down 2% (down 4% organic). Precision and Science Technologies reported orders of $395 million, up 28% (up 3% organic), and revenues of $365 million, up 23% (down 3% organic). Net debt to Adjusted EBITDA leverage was 1.6x, an increase of 0.9x from the prior year, driven primarily by the ILC Dover acquisition. The company updated its full-year 2025 guidance, lowering Adjusted EBITDA to $2,070 million–$2,130 million from $2,130 million–$2,190 million, and Adjusted EPS to $3.28–$3.40 from $3.38–$3.50. The Board authorized a $1 billion increase to the share repurchase program, incremental to $993 million remaining, and the company is targeting up to $750 million of share repurchases over the remainder of 2025.
Ingersoll Rand 8-K Report, Executive Changes (Apr 3, 2025)
Ingersoll Rand Inc. (NYSE: IR) filed this Current Report on Form 8-K dated April 3, 2025, to disclose the appointment of Michelle Swanenburg to its Board of Directors, effective April 3, 2025. The Board, acting on the recommendation of its Nominating and Corporate Governance Committee, named her a director to serve until the 2025 Annual Meeting of Stockholders. She was also appointed to the Compensation Committee and the Sustainability Committee, and the Board determined she is independent under New York Stock Exchange listing standards. The filing states she has no arrangements or understandings with any other person regarding her selection and is not party to any related-person transaction requiring disclosure under Item 404(a) of Regulation S-K. As a non-employee director, Ms. Swanenburg will receive prorated compensation under the company's director pay policy: an annual retainer of $61,875 and restricted stock units valued at $144,375. The number of RSUs will be based on the NYSE closing price on May 5, 2025, the grant date, and the units vest in full on the one-year anniversary of that grant date. The filing also furnishes a press release, Exhibit 99.1, which describes Ms. Swanenburg as head of Human Resources at T. Rowe Price and notes her prior role as head of HR at Oaktree Capital Management. For investors, this is a governance update rather than a financial disclosure; the filing contains no operating results or financial figures for Ingersoll Rand. The announcement frames her expertise in human capital management, corporate governance and shareholder engagement as supporting the company's Deploy Talent strategic imperative.
Ingersoll Rand 8-K Report, Executive Changes (Mar 28, 2025)
Ingersoll Rand Inc. (IR) filed this Current Report on Form 8-K on March 28, 2025, under Item 5.02 (Departure of Directors or Certain Officers). The filing discloses that Julie A. Schertell, a member of the Board of Directors, notified the Board on March 27, 2025, of her intention to resign. Ms. Schertell's resignation is effective March 27, 2025. She is leaving the Board as well as her seats on the Nominating and Corporate Governance Committee and the Sustainability Committee of the Board. The filing states that the resignation was not the result of any disagreement with the Company, its management, or any other Board member. For investors, the filing reports a board-level change without any stated dispute, and it does not identify a replacement director or any compensatory arrangements in connection with the departure.
Ingersoll Rand 8-K Report, Financial Results (Feb 13, 2025)
Ingersoll Rand Inc. (NYSE: IR) reported record results for the fourth quarter and full year ended December 31, 2024, according to a press release furnished as Exhibit 99.1 to this Form 8-K. For the full year 2024, reported orders were $7,106 million, up 4%; reported revenues were $7,235 million, up 5%; and net income attributable to Ingersoll Rand Inc. was $839 million, or $2.06 per share. Adjusted net income was $1,349 million, or $3.29 per share, up 11%, and Adjusted EBITDA was $2,018 million, up 13%, with a margin of 27.9%. Reported operating cash flow was $1,397 million and free cash flow was $1,248 million, a free cash flow margin of 17%. The company returned $293 million to shareholders through share repurchases and dividends during 2024. For the fourth quarter, reported revenues were $1,899 million, up 4%, and Adjusted EBITDA was $532 million, up 6%. Fourth-quarter organic revenue declined in both segments, with Industrial Technologies and Services flat and Precision and Science Technologies down 5% organically. Net debt to Adjusted EBITDA leverage was 1.6x at quarter end, up 1.0x from the prior year, which the company attributed to the ILC Dover acquisition completed in the second quarter of 2024. Liquidity was $4.1 billion, including $1.5 billion of cash and $2.6 billion of undrawn credit capacity. For 2025, management guides to total revenue growth of 3% to 5%, including organic growth of 1% to 3%, Adjusted EBITDA of $2,130 million to $2,190 million (up 6% to 9%), and Adjusted EPS of $3.38 to $3.50 (up 3% to 6%). The guidance reflects an expected FX impact of about 2% on revenue and approximately $300 million, or about 4%, from completed M&A, with M&A revenue expected mainly in the first half of the year.
Ingersoll Rand 8-K Report, Financial Results (Oct 31, 2024)
Ingersoll Rand Inc. (NYSE: IR) furnished an 8-K on October 31, 2024 under Item 2.02 containing its press release reporting results for the quarter ended September 30, 2024. Third-quarter orders were $1,799 million, up 10%, and reported revenues were $1,861 million, up 7%. Reported net income attributable to Ingersoll Rand Inc. was $222 million, or $0.54 per diluted share, while adjusted net income was $345 million, or $0.84 per share. Adjusted EBITDA was $533 million, up 15%, with a margin of 28.6%, up 210 basis points. Reported operating cash flow was $404 million and free cash flow was $374 million, up 2%. Liquidity stood at $4.0 billion, including $1.4 billion of cash and $2.6 billion of undrawn credit capacity. The company updated its full-year 2024 guidance. Total revenue growth is now expected at 5% to 7%, down from the prior 6% to 8%. Adjusted EBITDA guidance was narrowed to $2,010 million to $2,040 million, from $2,010 million to $2,060 million. Adjusted EPS guidance was narrowed to $3.28 to $3.34, from $3.27 to $3.37. Organic revenue guidance was lowered to (2)% to 0% for the company and for each segment, from 0% to 2%. M&A contribution was raised to approximately $455 million from approximately $440 million. Net debt to Adjusted EBITDA leverage was 1.7x, up 0.8x year over year, driven mainly by the ILC Dover acquisition closed in the second quarter of 2024. The company deployed $15 million to M&A in the quarter and closed four acquisitions in October 2024. It also returned about $71 million to shareholders through $63 million of share repurchases and $8 million of dividends. Management said the company remains on track toward its long-term Investor Day targets of double-digit Adjusted EPS growth and strong free cash flow generation.
Ingersoll Rand 8-K Report, Executive Changes (Aug 23, 2024)
On August 20, 2024, the Compensation Committee of Ingersoll Rand Inc. granted supplemental equity awards to Vikram Kini, Senior Vice President and Chief Financial Officer, and Michael Weatherred, Senior Vice President, IR Execution Excellence (IRX) and Business Excellence. The grants followed a comprehensive mid-year review of named executive officer compensation, conducted with the Company's independent compensation consultant, to ensure total compensation remains market competitive. Mr. Kini received 3,591 restricted stock units (RSUs) and 8,694 stock options. Mr. Weatherred received 3,867 RSUs and 9,363 stock options. Both sets of awards vest in four equal annual installments beginning August 20, 2025. The stock options carry an exercise price of $90.50, the Company's closing share price on August 20, 2024. The awards are intended to supplement the 2024 annual long-term incentive awards previously reported, and they are subject to the same terms and conditions. The Committee states that it expects to incorporate the value of these supplemental awards into the annual grants to Mr. Kini and Mr. Weatherred in future award cycles. The filing is primarily a compensation disclosure under Item 5.02 and does not report financial results or other operating information.
Ingersoll Rand 8-K Report, Regulation FD Disclosure (Aug 16, 2024)
On August 13, 2024, Ingersoll Rand Inc. established a commercial paper program under which it may issue short-term, unsecured commercial paper notes. The aggregate face or principal amount of notes outstanding at any time may not exceed $2.6 billion, and amounts may be borrowed, repaid, and re-borrowed. The filing states that no notes are currently outstanding under the program. The notes will have maturities of up to 397 days and will rank at least pari passu with the company's other unsecured and unsubordinated indebtedness. The company says the program is intended to provide additional financing flexibility for various purposes, including acquisitions, and that it remains committed to its investment grade credit rating. One or more commercial paper dealers will act as dealers under separate dealer agreements. The notes are offered under the Section 4(a)(2) exemption and have not been registered under the Securities Act or state securities laws. The filing is a Regulation FD disclosure under Item 7.01. The information is furnished rather than filed for Exchange Act Section 18 purposes, and it is not an offer to sell or a solicitation to buy any notes. The filing also includes standard forward-looking statement cautions, referring readers to risk factors in the company's most recent Form 10-K.
Ingersoll Rand 8-K Report, Financial Results (Jul 31, 2024)
Ingersoll Rand Inc. (NYSE: IR) furnished a press release dated July 31, 2024 under Item 2.02, reporting record second-quarter revenues, Adjusted EBITDA, and Adjusted EPS for the quarter ended June 30, 2024. Reported revenues were $1,805 million, up 7% (up 1% organic), and orders were $1,799 million, up 4% (down 1% organic). Reported net income attributable to Ingersoll Rand was $185 million, or $0.45 per diluted share, while Adjusted net income was $341 million, or $0.83 per share. Adjusted EBITDA was $495 million, up 16%, with a margin of 27.4%, up 220 basis points. Operating cash flow was $305 million and free cash flow was $283 million, up 39%. The company raised its full-year 2024 guidance. Total revenue growth is now expected at 6% to 8%, up from 4% to 6%, with organic growth lowered to 0% to 2% from 2% to 4%, largely due to China. Adjusted EBITDA guidance rose to $2,010 million to $2,060 million, and Adjusted EPS guidance rose to $3.27 to $3.37. The filing attributes the revenue increase mainly to recent M&A, partly offset by FX and lower organic growth expectations. During the quarter the company deployed $2.6 billion to M&A, including the ILC Dover acquisition, and closed several other deals. It issued $3.3 billion of unsecured investment grade bonds in May 2024, which were used in part to repay term loans and fund ILC Dover. Net debt to Adjusted EBITDA was 2.0x, and liquidity totaled $3.7 billion, including $1.1 billion of cash and $2.6 billion of undrawn credit facility capacity. The company also reported a $58.8 million loss on an asbestos-related asset sale in the quarter.
Ingersoll Rand 8-K Report, Shareholder Vote Results (Jun 17, 2024)
Ingersoll Rand Inc. filed this Form 8-K to report the final voting results from its 2024 annual meeting of stockholders, held June 13, 2024. Holders of 376,796,509 shares, or approximately 93.37% of the 403,534,346 shares entitled to vote, were present in person or by proxy. The filing covers three proposals, each described in more detail in the company's definitive proxy statement dated April 26, 2024. Stockholders elected all ten director nominees, each to a term expiring at the 2025 annual meeting. Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2024. They also approved, on a non-binding advisory basis, the compensation of the named executive officers as described in the proxy statement. For investors, the filing shows broad support for the board slate, the auditor, and executive pay. Director vote totals ranged from 343,765,768 to 362,054,390 votes for, with between 159,171 and 18,184,941 votes against for each nominee, and most nominees received well over 350 million votes for. The say-on-pay proposal received 343,474,703 votes for and 18,077,084 votes against.
Ingersoll Rand 8-K Report, Regulation FD Disclosure (Jun 10, 2024)
On June 10, 2024, Ingersoll Rand Inc. permanently divested its legacy asbestos liability by selling its wholly-owned subsidiaries that hold these liabilities and the related insurance assets to Delticus, a corporate liability acquisition platform owned by entities affiliated with Third Point LLC. Delticus assumes management of the divested subsidiaries, including management of their claims and insurance policy reimbursements. At closing, the divested entities were capitalized with a total of $188.5 million, comprising $143.5 million from insurance settlement proceeds, $35 million from affiliates of Delticus, and $10 million from Ingersoll Rand. The company and its board received a solvency opinion from an independent advisory firm supporting the determination that the divested entities were solvent and adequately capitalized before, at the time of, and after the sale. As a result, no asbestos liabilities or related insurance assets will be included in Ingersoll Rand's consolidated year-end 2024 balance sheet. Management stated the sale provides greater long-term financial certainty for investors and allows the company to keep focusing on organic and inorganic investments to advance its capabilities and expand its addressable markets. Evercore acted as exclusive financial advisor to Ingersoll Rand, and Simpson Thacher & Bartlett LLP as legal counsel. The information is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed filed under Section 18 of the Exchange Act.
Ingersoll Rand 8-K Report, Regulation FD Disclosure (Jun 4, 2024)
Ingersoll Rand Inc. (IR) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to report that Chairman, President and Chief Executive Officer Vicente Reynal sold an aggregate of 456,974 shares of common stock on June 3 and June 4, 2024. The shares were obtained from the exercise of stock options granted in May 2015 that were set to expire in less than a year. After the exercise price and withholding taxes, the exercise resulted in approximately 213,200 net shares sold. The filing states that the sales were made under a Rule 10b5-1 trading arrangement Mr. Reynal adopted on March 3, 2024, which was previously disclosed. The company says he continues to hold a meaningful stake, with total beneficial ownership of 345,669 shares and 1,247,499 vested stock options. It also notes he retains substantial unvested equity, including 1,000,000 performance-based restricted stock units from a September 2022 leadership award, and 167,875 performance-based RSUs, 69,085 time-based RSUs and 366,030 stock options from annual grants. For investors, the filing is primarily an insider-transaction disclosure. The company characterizes the sales as the required exercise of expiring options under a pre-established plan, and emphasizes that the large unvested equity position creates significant retention value. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act.
Ingersoll Rand 8-K Report, Material Agreement (May 10, 2024)
On May 7, 2024, Ingersoll Rand Inc. entered into an underwriting agreement for the issuance of $3.3 billion of senior unsecured notes in five tranches: $700 million of 5.197% notes due 2027, $750 million of 5.176% notes due 2029, $500 million of 5.314% notes due 2031, $750 million of 5.450% notes due 2034, and $600 million of 5.700% notes due 2054. The notes were issued on May 10, 2024 under a base indenture dated August 14, 2023, with Deutsche Bank Trust Company Americas as trustee. The company used proceeds of the 2034 and 2054 notes to repay in full its existing senior secured credit facilities. Per the press release, $1,236 million of the net proceeds of $3,276 million repaid term loans, and $2,000 million is to partially fund the cash consideration for the ILC Dover acquisition. On the same date, the company entered into a new $2.6 billion senior unsecured revolving credit facility with Citibank, N.A. as administrative agent. The facility matures five years from closing, subject to up to two one-year extensions, and its financial covenant requires a ratio of adjusted consolidated total net debt to EBITDA of not more than 3.50 to 1.00, with an option to increase to 4.00 to 1.00 following qualified acquisitions. The 2027, 2029 and 2031 notes are subject to a special mandatory redemption at 101% of principal plus accrued interest if the acquisition is not consummated by the specified deadline or the company notifies the trustee it will not pursue it. The company stated that, absent such a redemption, it intends to use those notes' proceeds to partially fund the acquisition's cash consideration. The press release states that all three rating agencies upgraded the company one notch on May 6, 2024, to BBB (S&P), BBB (Fitch) and Baa2 (Moody's), and management described the transactions as completing the company's secured refinancing and making its debt portfolio fully unsecured.
Ingersoll Rand 8-K Report, Financial Results (May 2, 2024)
Ingersoll Rand Inc. (NYSE: IR) reported record first-quarter 2024 revenue, Adjusted EBITDA and Adjusted EPS, with reported revenues of $1,670 million (up 3%, or down 1% organic), reported orders of $1,707 million (down 4%, or down 7% organic), and a book-to-bill of 1.02x. Reported net income attributable to Ingersoll Rand was $202 million, or $0.50 per share, and Adjusted EBITDA was $459 million with a 27.5% margin, up 290 basis points. Operating cash flow was $162 million and free cash flow was $99 million, down 33% on the prior year's cash flow data as reported in the filing's commentary. The company cited the timing of about $40 million of capital expenditures and about $20 million of interest payments on recently issued bonds as drivers of the decline. The Industrial Technologies and Services segment drove results, with revenues of $1,373 million (up 4%, flat organic) and segment Adjusted EBITDA of $411 million, a 29.9% margin. The Precision and Science Technologies segment saw orders decline 5% organically on tough comparisons and Life Sciences weakness, though revenue held at $297 million with a 30.8% segment margin. Liquidity stood at $3.5 billion, including $1.5 billion of cash, and net debt to Adjusted EBITDA leverage was 0.7x. Management raised full-year 2024 Adjusted EBITDA guidance to $1,940 to $2,000 million and Adjusted EPS guidance to $3.20 to $3.30, while maintaining 2% to 4% organic revenue growth guidance. The Board authorized a $1 billion increase to the share repurchase program, incremental to the $750 million existing authorization that is expected to be exhausted by the end of 2024. During the quarter the company deployed $143 million to M&A, including the Controlled Fluidics and Ethafilter acquisitions.
Ingersoll Rand 8-K Report, Regulation FD Disclosure (Mar 25, 2024)
Ingersoll Rand Inc. (NYSE: IR) announced on March 25, 2024 that it has entered into a definitive merger agreement to acquire ILC Dover from affiliates of New Mountain Capital, subject to customary closing conditions, including regulatory approvals, with closing expected in Q2 2024. The upfront cash purchase price is approximately $2.325 billion, plus an earnout tied to select 2024 operating efficiency metrics. At maximum payout, the earnout increases the 17x upfront purchase multiple by less than one turn. The press release describes the upfront multiple as approximately 17x 2024E Adjusted EBITDA, with Adjusted EBITDA margins in the mid-30s and a three-year organic revenue CAGR in the mid-teens, and says the deal is immediately accretive to growth and margin rates. Strategically, ILC Dover would be combined with Ingersoll Rand's life science-focused brands within the Precision and Science Technologies (P&ST) segment to form a life sciences platform with approximately $700 million in revenue, led by ILC's CEO Corey Walker, who will join the Ingersoll Rand leadership team. The remaining P&ST businesses, with about $1 billion in revenue, will form a second platform under Santiago Arias Duval. The company says the acquisition expands its addressable market by more than $10 billion, to approximately $65 billion, and that about 75% of ILC's revenue is consumable, like-for-like replacement, or recurring. Management expects ILC to reach almost $400 million in revenue in 2024E and targets a return on invested capital in the high single digits by year three of ownership. The filing furnishes the press release as Exhibit 99.1 under Regulation FD and notes it is not deemed filed under the Exchange Act.
Ingersoll Rand 8-K Report, Financial Results (Feb 15, 2024)
Ingersoll Rand Inc. furnished a press release (Exhibit 99.1) reporting results for the fourth quarter and full year ended December 31, 2023, which the company describes as record results. For full-year 2023, reported orders were $6,822 million, up 7% (up 2% organic), and reported revenues were $6,876 million, up 16% (up 10% organic). Net income attributable to Ingersoll Rand Inc. was $779 million, or $1.90 per share, and Adjusted EBITDA was $1,787 million, up 25%, with a 26.0% margin. Operating cash flow from continuing operations was $1,377 million, and free cash flow from continuing operations was $1,272 million, up 65%. The company returned $295 million to shareholders through share repurchases and dividends during the year. For the fourth quarter, reported revenues were $1,821 million, up 12% (up 4% organic), and Adjusted EBITDA was $501 million, up 19%, with a 27.5% margin. Liquidity was $3.6 billion at December 31, 2023, including $1.6 billion of cash on hand and $2.0 billion of undrawn credit facility capacity. Backlog was up 8% and remained near historically high levels. Net debt to Adjusted EBITDA leverage was 0.6x for the quarter. For 2024, the company guided to full-year revenue growth of 5% to 7%, Adjusted EBITDA of $1,915 million to $1,975 million (up 7% to 11%), and Adjusted EPS of $3.14 to $3.24 (up 6% to 9%). The guidance assumes an FX impact of about 1% and approximately $160 million of M&A contribution, with corporate costs of about $160 million. Management did not provide reconciliations of 2024 non-GAAP guidance to GAAP measures.
Ingersoll Rand 8-K Report, Financial Results (Nov 1, 2023)
Ingersoll Rand Inc. (NYSE: IR) reported record third-quarter 2023 revenues of $1,738.9 million, up 15% (6% organic), with reported net income attributable to Ingersoll Rand Inc. of $208.3 million, or $0.51 per share, and adjusted net income from continuing operations of $316.0 million, or $0.77 per share. Orders were $1,637.8 million, down 1% (8% organic). Adjusted EBITDA rose 23% to $461.5 million, with a margin of 26.5%, and free cash flow from continuing operations reached $368.7 million, up 46%. The Industrial Technologies and Services segment drove most of the growth, with revenues of $1,428.4 million, up 19% (10% organic), while Precision and Science Technologies revenues were $310.5 million, down 2% (5% organic), with orders weakened by its Life Sciences business. The company raised its full-year 2023 guidance for total revenue growth to 14% to 16%, organic revenue growth to 9% to 11%, Adjusted EBITDA to $1,730 million to $1,770 million, and Adjusted EPS to $2.81 to $2.89. Liquidity stood at $3.2 billion, including $1.2 billion of cash and $2.0 billion of undrawn credit capacity. Net debt to Adjusted EBITDA leverage was 0.9x. In August 2023 the company refinanced $1.5 billion of floating secured term loans with inaugural unsecured investment grade bonds, and it deployed $308 million to M&A in the quarter, including the Howden Roots acquisition. No shares were repurchased in the third quarter, though the company remains committed to about $250 million of share repurchases for the full year. The filing is furnished under Item 2.02 and is not deemed filed for Section 18 purposes. The company's full earnings conference call was scheduled for November 2, 2023.
Ingersoll Rand 8-K Report, Executive Changes (Sep 28, 2023)
Ingersoll Rand Inc. (NYSE: IR) filed this Form 8-K on September 28, 2023 to report board changes. Under Item 5.02, the Board increased its size from nine to eleven members and elected Julie Schertell and JoAnna Sohovich to fill the new seats, both effective October 2, 2023. Their terms run until the 2024 Annual Meeting of Stockholders. Sohovich was appointed to the Audit Committee, and Schertell to the Nominating and Corporate Governance Committee and the Sustainability Committee. The Board determined that both are independent under NYSE listing standards and SEC rules, and neither has a material related-party interest requiring disclosure under Item 404(a) of Regulation S-K. Under Item 7.01, the company issued a press release on the same date announcing the appointments, furnished as Exhibit 99.1. The press release describes Schertell as president and CEO of Mativ (NYSE: MATV) and formerly president and CEO of Neenah, Inc. It describes Sohovich as chair of the Board of Directors of Chamberlain Group, a former CEO of that company, and a board member of Barnes Group. Chairman and CEO Vicente Reynal said the appointments support the company's strategic imperatives, including organic and inorganic growth and digital growth strategy. The filing is largely governance-related and contains no financial results, guidance, or dollar figures. Compensation for the new directors will be prorated under the non-employee director policy described in the company's 2023 proxy statement, which is incorporated by reference.
Ingersoll Rand 8-K Report, Regulation FD Disclosure (Sep 7, 2023)
Ingersoll Rand Inc. disclosed under Item 7.01 (Regulation FD) that Senior Vice President and Chief Financial Officer Vikram Kini adopted a Rule 10b5-1 trading arrangement on June 6, 2023. The plan covers sales of Company stock issuable upon exercise of vested stock options granted on March 19, 2014, which expire by their terms in March 2024. The plan was subject to a 90-day cooling-off period, and sales are scheduled to commence on September 6, 2023. The filing states that, assuming all shares subject to the plan are sold, Mr. Kini will remain meaningfully invested in the Company's stock and will remain in compliance with the Company's stock ownership guidelines, which require him to maintain ownership of at least five times his annual base salary. The filing states that the plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934. The filing does not state the number of shares or the proceeds involved, and the information is furnished rather than filed for purposes of Section 18 of the Exchange Act.
Ingersoll Rand 8-K Report, Executive Changes (Sep 7, 2023)
Ingersoll Rand Inc. (NYSE: IR) disclosed in this Form 8-K, filed September 7, 2023, that Enrique Miñarro Viseras, Senior Vice President and General Manager of Global Precision and Science Technologies, resigned effective September 8, 2023, notice of which was given on August 31, 2023. He is departing to pursue an external opportunity. The company named Santiago Arias Duval, Vice President and General Manager of Life Sciences, as interim business leader for the Precision & Science Technologies (PST) segment, effective immediately. While the company considers internal and external candidates for a permanent appointment, Arias Duval will be responsible for the global PST strategy across commercial, operations, and new product development, and will drive the ongoing execution of PST's inorganic growth strategy. The filing describes Arias Duval as having more than 15 years of experience and as having led and integrated several acquisitions since joining the company in 2017, including MP Pumps, Air Dimensions, and Zinsser North America. The leadership change is described as a transition in management, and the filing does not contain financial results for the period.
Ingersoll Rand 8-K Report, Material Agreement (Aug 14, 2023)
On August 14, 2023, Ingersoll Rand Inc. issued $500,000,000 of 5.400% Senior Notes due 2028 and $1,000,000,000 of 5.700% Senior Notes due 2033, sold under an underwriting agreement dated August 8, 2023 with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as representatives of the underwriters. The notes were issued under a Base Indenture with Deutsche Bank Trust Company Americas as trustee, and both series are senior unsecured obligations that rank equally with the company's other senior unsecured debt. They are effectively junior to subsidiary liabilities and to the company's secured indebtedness, including its Senior Secured Credit Facilities, to the extent of the value of the assets securing that debt. Interest on both series accrues from August 14, 2023 and is payable semi-annually on February 14 and August 14, beginning February 14, 2024. The 2028 Notes mature on August 14, 2028 and the 2033 Notes mature on August 14, 2033. The company may redeem each series before July 14, 2028 (2028 Notes) or May 14, 2033 (2033 Notes) at a make-whole premium, and at par plus accrued interest thereafter. Upon a change of control triggering event, the company must offer to repurchase the notes at 101% of principal plus accrued and unpaid interest, unless it has given notice of redemption for all notes of that series. The indenture limits liens on certain assets to secure debt, consolidations, mergers and sales of substantially all assets, and sale and leaseback transactions, and includes customary events of default. The company stated that it used the net proceeds to repay a portion of the amounts outstanding under its Senior Secured Credit Facilities.
Ingersoll Rand 8-K Report, Executive Changes (Aug 4, 2023)
Ingersoll Rand Inc. (IR) filed this Current Report on Form 8-K on August 4, 2023 under Item 5.02, which covers departures of directors and certain officers. The filing discloses that on August 3, 2023, Mr. Michael Stubblefield, a member of the Company's Board of Directors, notified the Board of his intention to resign from the Board and from his position on the Audit Committee, with the resignation effective August 6, 2023. The filing states that Mr. Stubblefield's resignation was not the result of any disagreement with the Company, its management, or any other member of the Board. No replacement director, committee appointment, or compensatory arrangement is described in this filing. For investors, this is a routine governance change with limited direct financial impact. The main points to note are the loss of an Audit Committee member effective August 6, 2023, and the stated absence of any disagreement, which lowers the likelihood that the departure signals an underlying dispute with management or the Board.
Ingersoll Rand 8-K Report, Financial Results (Aug 2, 2023)
Ingersoll Rand Inc. (NYSE: IR) reported record second quarter 2023 orders and revenue in an 8-K furnishing its press release for the quarter ended June 30, 2023. Second quarter orders were $1,737 million, up 9%, or 5% organic, and revenues were $1,687 million, up 17%, or 12% organic. Net income attributable to Ingersoll Rand Inc. was $180 million, or $0.44 per share, and Adjusted EBITDA was $425 million, up 27%, with a margin of 25.2%. Operating cash flow from continuing operations was $228 million and free cash flow from continuing operations was $204 million, up 24%. Liquidity totaled $3.2 billion, including $1.2 billion of cash on hand and $2.0 billion of undrawn credit facility capacity. The company raised its full-year 2023 guidance across total revenue growth (now 12% to 14%), organic revenue growth (now 8% to 10%), Adjusted EBITDA (now $1,690 million to $1,740 million), and Adjusted EPS (now $2.70 to $2.80). The Industrial Technologies and Services segment drove much of the strength, with orders up 13% and revenues up 20%, while Precision and Science Technologies saw orders down 8% and revenues up 6%. Management also highlighted a first-time investment grade Issuer Default Rating of 'BBB-' from Fitch and the pending acquisition of Howden Roots LLC, which is expected to close in the third quarter of 2023 and join the IT&S segment. During the quarter, the company deployed $49 million to M&A and returned $64 million to shareholders, including $56 million for approximately 1.0 million share repurchases and $8 million in dividends. Net debt to Adjusted EBITDA leverage was 1.0x, an improvement of 0.1x from the prior year. The company scheduled a conference call on August 3, 2023 at 8:00 a.m. Eastern Time to discuss the results.
Ingersoll Rand 8-K Report, Shareholder Vote Results (Jun 22, 2023)
Ingersoll Rand Inc. (IR) filed this Form 8-K on June 22, 2023 to report the final results of its 2023 annual meeting of stockholders, held June 15, 2023. Approximately 93.43% of the 404,677,854 shares of common stock entitled to vote, or 378,112,025 shares, were present in person or by proxy. Stockholders elected all ten director nominees to terms expiring at the 2024 annual meeting, ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2023, and approved executive compensation on an advisory, non-binding basis. The say-on-pay vote was the closest result on the agenda. Of the votes cast, 212,136,633 were For and 150,074,243 were Against, with 527,856 abstentions and 15,373,293 broker non-votes. On the frequency of future advisory votes, 356,599,336 stockholders voted for one year, 5,597,807 for three years, 266,364 for two years, and 275,225 abstained. Based on this result and the Board's recommendation, the company will hold the advisory compensation vote annually until the next frequency vote. Director support was generally strong, though it varied. Gary D. Forsee, Jennifer Hartsock and Michael Stubblefield each received more than 357 million For votes, while William P. Donnelly received 326,095,241 For votes against 36,413,840 Against votes, the largest opposition among the nominees. The filing reports the results only and does not describe any further corporate action beyond the frequency decision.
Ingersoll Rand 8-K Report, Financial Results (May 3, 2023)
Ingersoll Rand Inc. (NYSE: IR) reported record first-quarter 2023 orders and revenue, with orders of $1,777 million (up 9%, or 8% organic) and revenues of $1,629 million (up 22%, or 20% organic). Net income attributable to Ingersoll Rand Inc. was $161 million, or $0.39 per diluted share, while Adjusted net income from continuing operations was $267 million, or $0.65 per share. Adjusted EBITDA was $400 million, up 32%, with a margin of 24.6%, up 190 basis points year over year. Cash generation and liquidity improved. Operating cash flow from continuing operations was $170 million and free cash flow from continuing operations was $148 million, up 359%. Liquidity totaled $2.2 billion, including $1.1 billion of cash on hand. Net debt to Adjusted EBITDA leverage was 1.1x. S&P upgraded the company to BBB-, and the revolving credit facility was amended on April 21 to $2.0 billion with a maturity extended to April 2028. The company deployed $566 million on M&A, mainly the roughly $520 million SPX Flow Air Treatment acquisition, and returned $85 million to shareholders. Management raised full-year 2023 guidance: total revenue growth to 10% to 12%, organic revenue growth to 6% to 8%, Adjusted EBITDA to $1,660 million to $1,710 million, and Adjusted EPS to $2.64 to $2.74. The filing furnishes the earnings press release as Exhibit 99.1 under Item 2.02, and the information is not deemed filed for Exchange Act purposes.
Ingersoll Rand 8-K Report, Material Agreement (Apr 26, 2023)
Ingersoll Rand Inc. (IR) reported in this Form 8-K, filed April 26, 2023, that on April 21, 2023 it entered into Joinder Agreement and Amendment No. 9 to its Credit Agreement dated July 30, 2013, with Citibank, N.A. as administrative agent and collateral agent. The Company, Gardner Denver, Inc. (U.S. Borrower), Ingersoll-Rand Services Company (Spinco Borrower), GD German Holdings II GmbH (German Borrower) and Gardner Denver Holdings Ltd. (UK Borrower) are parties to the amended facility, which is referred to as the Amended Credit Agreement. The amendment extends the maturity of the revolving credit commitments from June 28, 2024 to April 21, 2028, and increases aggregate revolving credit commitments from $1.1 billion to $2.0 billion. It also makes certain other corresponding changes. Apart from these modifications, loan terms and the parties' obligations are unchanged from the Existing Credit Agreement, which had been amended eight times before this amendment. For investors, the filing reflects a larger and longer-dated committed revolving credit facility, which the filing describes as creating a direct financial obligation under Item 2.03.
Ingersoll Rand 8-K Report, Executive Changes (Apr 12, 2023)
Ingersoll Rand Inc. (NYSE: IR) disclosed a senior leadership change in its Precision & Science Technologies (PST) segment. On April 10, 2023, the company entered into a new employment agreement with Enrique Miñarro Viseras in connection with his appointment as senior vice president and general manager of Global Precision and Science Technologies. He is transitioning from his role as senior vice president and general manager of the Industrial Technologies and Services, Europe, Middle East, India and Africa (ITS EMEIA) business unit. The new agreement replaces his prior employment agreement and, according to the filing, has terms that are materially consistent with that prior agreement. The agreement sets an annual base salary of $540,000, effective April 3, 2023, paid in Euros through monthly conversions at a 5-year average USD-to-EUR rate. It also provides for six months' notice upon termination, an option for the company to place him on garden leave, and non-competition and non-solicitation covenants lasting six months after termination, for which he continues to receive base salary. The filing states that the Compensation Committee of the Board approved the agreement. In a press release dated April 11, 2023, furnished as Exhibit 99.1, the company said Mr. Miñarro Viseras will be responsible for all commercial, operations and new product development activities for the global PST segment, and for its inorganic growth strategy. Chairman, President and CEO Vicente Reynal assumes interim leadership of ITS EMEIA effective immediately, and a search for a successor is underway. The press release describes the transition as planned for months.
Ingersoll Rand 8-K Report, Financial Results (Feb 21, 2023)
Ingersoll Rand Inc. (NYSE: IR) reported record fourth-quarter and full-year 2022 results in a press release furnished as Exhibit 99.1 to this Form 8-K, dated February 21, 2023. For the fourth quarter, reported orders were $1,484 million, down 1% (up 2% organic), and reported revenues were $1,624 million, up 14% (19% organic). Net income attributable to Ingersoll Rand was $217 million, or $0.53 per diluted share, and adjusted EPS from continuing operations was $0.72. Adjusted EBITDA was $420 million, up 23%, with a 25.9% margin. For full-year 2022, revenues were $5,916 million, up 15% (16% organic), and adjusted EBITDA was $1,435 million, up 20%, with a 24.3% margin. Adjusted EPS was $2.36 and reported net income attributable to the company was $605 million, or $1.47 per share. Cash generation and balance sheet strength were highlighted. Full-year operating cash flow from continuing operations was $865 million and free cash flow from continuing operations was $771 million. The company ended 2022 with $2.7 billion of liquidity, including $1.6 billion of cash and $1.1 billion of undrawn credit capacity, and reported net debt to Adjusted EBITDA leverage of 0.8x for the fourth quarter. Ingersoll Rand returned $294 million to shareholders through share repurchases and dividends in 2022. Management also cited the closing of the SPX Flow Air Treatment acquisition on January 3, 2023 and the Paragon Tank Truck acquisition on February 1, 2023. For 2023, the company guided to total revenue growth of 7% to 9%, with organic growth of 3% to 5%, Adjusted EBITDA of $1,570 million to $1,630 million, and Adjusted EPS of $2.48 to $2.58. Guidance assumes roughly $270 million of M&A contribution, about 1% of FX headwind, and corporate costs of about $140 million. Management expects first-half revenue growth of 9% to 11% and second-half growth of 4% to 6%.
Ingersoll Rand 8-K Report, Executive Changes (Feb 15, 2023)
Ingersoll Rand Inc. (IR) filed this Form 8-K on February 15, 2023 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that on February 9, 2023, Ms. Elizabeth Centoni notified the Board of Directors of her intention to resign from the Board and from her position as a member of the Nominating and Corporate Governance Committee, effective February 9, 2023. The filing states that Ms. Centoni's resignation was not the result of any disagreement with the Company, its management, or any other member of the Board. No other items, financial results, or compensation terms are reported in the text of this filing. For investors, the event is a routine board-level change with no disclosed disagreement or financial impact. The filing does not name a replacement director or committee member.
Ingersoll Rand 8-K Report, Executive Changes (Dec 1, 2022)
Ingersoll Rand Inc. (NYSE: IR) filed a Current Report on Form 8-K dated December 1, 2022, disclosing two items. Under Item 5.02, the Board of Directors, on November 29, 2022 and on the recommendation of its Nominating and Corporate Governance Committee, increased the Board from ten to eleven members and elected Jennifer Hartsock to fill the new seat. Her appointment is effective January 1, 2023, and she will serve until the 2023 Annual Meeting of Stockholders or until her successor is elected and qualified. The Board determined that she is independent under New York Stock Exchange listing standards and the company's Corporate Governance Guidelines. The filing states she has no material interest in related-person transactions and will be compensated under the non-employee director compensation policy described in the 2022 proxy statement. Under Item 7.01 (Regulation FD Disclosure), the company furnished a press release dated November 30, 2022 (Exhibit 99.1) announcing the appointment. The press release describes Hartsock as the Chief Information and Digital Officer at Cargill, Inc., and previously as Chief Information Officer at Baker Hughes, with earlier roles at Cameron International and 17 years at Caterpillar Inc. Chairman and CEO Vicente Reynal said her digital transformation experience aligns with the company's focus on digitization and IIoT, sustainable end markets, strategic acquisitions and its "compounder model." The information under Item 7.01 is furnished, not filed, for purposes of Section 18 of the Exchange Act. For investors, the filing is a governance update rather than a financial disclosure. It contains no financial results, guidance or transaction terms. The main points are the board expansion to eleven members, the addition of an independent director with technology and digital leadership experience, and the stated strategic rationale tied to the company's growth priorities.
Ingersoll Rand 8-K Report, Financial Results (Nov 2, 2022)
Ingersoll Rand Inc. (NYSE: IR) reported record third-quarter 2022 orders of $1,655 million, up 10% (14% organic), and record revenues of $1,516 million, up 14% (18% organic), according to a press release furnished as Exhibit 99.1 to this Item 2.02 Form 8-K. Reported net income attributable to Ingersoll Rand was $145 million, or $0.36 per share, and adjusted net income from continuing operations, net of tax, was $253 million, or $0.62 per share. Adjusted EBITDA was $376 million, up 20%, with a margin of 24.8%, and the company reported operating cash flow from continuing operations of $274 million and free cash flow from continuing operations of $253 million. The company raised its full-year 2022 organic revenue growth expectation by 100 basis points to 12% to 14%, re-affirmed total revenue growth of 11% to 13%, and raised its Adjusted EBITDA guidance to $1,400 million to $1,425 million, despite roughly $20 million of incremental expected FX headwinds versus prior guidance. During the quarter the company announced or acquired six bolt-on businesses, including SPX Flow Air Treatment, Dosatron International, Everest Group, Pedro Gil, Westwood Technical and Airmax Groupe. Liquidity was $2.6 billion as of September 30, 2022, comprising $1.5 billion of cash and $1.1 billion of undrawn credit capacity, and net debt to Adjusted EBITDA leverage was 1.0x.
Ingersoll Rand 8-K Report, Executive Changes (Sep 2, 2022)
Ingersoll Rand Inc. (the Company) disclosed under Item 5.02 that its Compensation Committee approved, effective September 1, 2022, a Performance-Based Leadership Equity Incentive Award and a new employment agreement for Vicente Reynal, Chief Executive Officer and Chairman of the Board. The Committee states the goal is to motivate Mr. Reynal to continue driving financial outperformance and to retain him as CEO for the foreseeable future. The award is granted under the Company's Amended and Restated 2017 Omnibus Incentive Plan and is entirely contingent on preset stock price and earnings growth targets. The award has two components. The first is 1,000,000 Performance Stock Units: 250,000 TSR PSUs tied to a TSR Target Price of $81.85, derived from a 12% five-year compounded annual growth rate from a Grant Date Stock Price of $46.45, and 750,000 EPS PSUs vesting on five-year Adjusted EPS CAGR of 10%, 12% or 15% (250,000, 500,000 or 750,000 units respectively), measured over January 1, 2022 through December 31, 2026. The second is conditional annual grants of options on 100,000 shares for each fiscal year 2022 through 2026, contingent on Adjusted EPS growth of at least 12% over the prior year, with options cliff vesting five years after grant. Vesting generally requires continued employment, and change-in-control provisions include double-trigger vesting if the award is assumed by a buyer. The employment agreement supersedes the prior offer letter, sets an initial five-year term with automatic one-year renewals, raises annual base salary to $1,100,000 (an increase of $100,000 from 2021), keeps the target bonus at 150% of base salary, and extends post-termination non-competition and non-solicitation covenants from 12 to 24 months. It also permits limited personal use of Company-leased aircraft, capped at $200,000 in aggregate incremental costs per year.
Ingersoll Rand 8-K Report, Financial Results (Aug 3, 2022)
Ingersoll Rand Inc. furnished a press release under Item 2.02 reporting record second-quarter 2022 orders and revenue. Orders were $1,599 million, up 10% (9% organic), and revenues were $1,440 million, up 13% both as reported and organic. Reported net income attributable to Ingersoll Rand was $139 million, or $0.34 per share. Adjusted net income from continuing operations, net of tax, was $223 million, or $0.54 per share. Adjusted EBITDA was $335 million, up 15%, with a 23.3% margin. Operating cash flow from continuing operations was $186 million and free cash flow from continuing operations was $165 million. Liquidity totaled $2.4 billion at June 30, 2022, including $1.3 billion of cash on hand and $1.1 billion of undrawn credit capacity. During the quarter the company paid down $621 million of debt and repurchased approximately 3.5 million shares for about $153 million. On August 1, it announced three bolt-on acquisitions: Shanghai Hanye Air Purifying Technology Co., Ltd., Holtec Gas Systems LLC, and Hydro Prokav Pumps (India) Private Limited. Net debt to Adjusted EBITDA was 1.1x, an improvement of 0.1x from the prior quarter. The company raised its full-year 2022 organic revenue growth expectation by 300 bps to 11% to 13%, reaffirmed total revenue growth of 11% to 13%, and raised the Adjusted EBITDA range to $1,395 million to $1,425 million from $1,385 million to $1,425 million. The revised guidance now assumes an FX impact of about (5%), compared with about (2%) previously.
Ingersoll Rand 8-K Report, Executive Changes (Aug 2, 2022)
Ingersoll Rand Inc. (NYSE: IR) filed a Current Report on Form 8-K dated August 2, 2022, disclosing that its Board of Directors increased the size of the Board from eight to ten members on July 28, 2022. The Board elected Michael Stubblefield and Mark Stevenson to fill the two newly created vacancies, both effective July 28, 2022. The Board determined both directors to be independent under NYSE listing standards, appointed Mr. Stubblefield to the Audit Committee (and designated him an "audit committee financial expert"), and appointed Mr. Stevenson to the Compensation Committee and the Nominating and Corporate Governance Committee. Both will receive non-employee director compensation under the policy described in the company's 2022 Proxy Statement filed April 29, 2022. The company issued a press release on August 2, 2022, announcing the appointments, which is furnished as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure) and is not deemed "filed" for Section 18 purposes. The release describes Mr. Stevenson as the former Executive Vice President and Chief Operating Officer of Thermo Fisher Scientific Inc., a role he held from 2017 until his retirement in 2022, and Mr. Stubblefield as President and Chief Executive Officer and Board member of Avantor. Chairman and CEO Vicente Reynal said the new directors' experience aligns with the company's strategy of becoming a growth compounder through expansion in sustainable end markets, product innovation, and M&A. For investors, the filing is primarily a governance update: it expands the board by two independent directors with life sciences and industrial/chemicals leadership experience and adds an audit committee financial expert. The filing does not report any financial results or quantitative financial figures.
Ingersoll Rand 8-K Report, Shareholder Vote Results (Jun 22, 2022)
Ingersoll Rand Inc. (IR) filed this Form 8-K to report the results of its 2022 annual meeting of stockholders, held June 16, 2022. Holders of 376,145,345 shares, about 92.61% of the 406,123,328 shares of common stock entitled to vote, were present in person or by proxy and voted on the two proposals in the company's April 29, 2022 definitive proxy statement. Stockholders elected all eight director nominees (Kirk E. Arnold, Elizabeth Centoni, William P. Donnelly, Gary D. Forsee, John Humphrey, Marc E. Jones, Vicente Reynal and Tony L. White) to terms expiring at the 2023 annual meeting. Support varied across nominees. John Humphrey drew the most opposition, with 36,626,886 votes against and 6,697,285 abstentions, against 319,185,016 votes for. Each nominee received 13,636,158 broker non-votes. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2022, with 363,527,579 votes for, 12,486,161 against and 131,605 abstentions.
Ingersoll Rand 8-K Report, Financial Results (May 4, 2022)
Ingersoll Rand Inc. furnished a press release as Exhibit 99.1 to this Form 8-K reporting first-quarter 2022 results for the quarter ended March 31, 2022. The company reported record first-quarter orders of $1,630 million, up 25% (21% organic), and record first-quarter revenues of $1,337 million, up 18% (14% organic). Reported net income attributable to Ingersoll Rand was $104 million, or $0.25 per share, compared with a net loss attributable to Ingersoll Rand of $90 million in the prior-year period. Adjusted net income from continuing operations, net of tax, was $201 million, or $0.49 per share. Adjusted EBITDA was $304 million, up 24%, with a 22.7% margin and a 29% incremental margin. Cash generation and liquidity were solid. Operating cash flow from continuing operations was $50 million and free cash flow from continuing operations was $32 million. The company ended the quarter with liquidity of $3.1 billion, including $2.0 billion of cash on hand and $1.1 billion of undrawn credit facility capacity. Net debt to Adjusted EBITDA was 1.2x. During the quarter, the company acquired Jorc for €27 million and repurchased 2.1 million shares for $101 million. Management raised its full-year 2022 organic revenue growth expectation by 100 bps to 8% to 10%, affirmed total revenue growth of 11% to 13%, and raised its Adjusted EBITDA range to $1,385 million to $1,425 million, which the filing states is up 16% to 20% over the prior year. The filing also notes that total revenue growth guidance is 11% to 13%, with FX impact now expected at about (~2%) versus the prior (~1%) estimate.
Ingersoll Rand 8-K Report, Financial Results (Feb 23, 2022)
Ingersoll Rand Inc. (NYSE: IR) furnished this Form 8-K under Item 2.02 to report its fourth-quarter and full-year 2021 results, attaching a press release as Exhibit 99.1. The company described record orders and revenue, with fourth-quarter 2021 orders of $1,507 million (up 24%, or 18% organically) and revenues of $1,419 million (up 16%, or 11% organically). Reported net income attributable to Ingersoll Rand Inc. was $293 million, or $0.71 per diluted share, and full-year 2021 revenue was $5,152 million (up 19%, or 12% organically) with net income of $563 million, or $1.34 per share. For full-year 2021, the company reported Adjusted EBITDA of $1,192 million (23.1% margin), operating cash flow from continuing operations of $628 million, and free cash flow from continuing operations of $564 million. Liquidity stood at $3.2 billion as of December 31, 2021, including $2.1 billion of cash. The company also initiated a $0.02 per share quarterly dividend and deployed $165 million to acquisitions in the fourth quarter. Management guided to full-year 2022 revenue growth of 11% to 13% and Adjusted EBITDA of $1,375 million to $1,415 million, and the earnings call was scheduled for February 24, 2022. The filing's exhibit includes the company's segment results, non-GAAP reconciliations, and forward-looking statement cautions tied to COVID-19, integration of recent business combinations, and supply chain and inflationary pressures.
Ingersoll Rand 8-K Report, Executive Changes (Nov 9, 2021)
On November 9, 2021, Ingersoll Rand Inc. (NYSE: IR) announced board leadership changes effective immediately. Peter M. Stavros, Chairman of the Board and a member of the Nominating and Corporate Governance Committee, resigned, as did Joshua T. Weisenbeck, a Board member and Chairman of the Compensation Committee. The filing states that neither resignation resulted from any disagreement with the Company, its management, or other Board members. In response, the Board reduced its size from ten to eight directors. The Board also approved revisions to its Corporate Governance Guidelines to create a Lead Director role. It appointed William P. Donnelly as Lead Director, Kirk E. Arnold as Chairman of the Compensation Committee, and Vicente Reynal as Chairman of the Board. Reynal continues as President and Chief Executive Officer, so the CEO and Chairman roles are combined. The press release quotes the Board describing this shared CEO and chairmanship as the right approach, citing the new Lead Director role as part of its governance framework. The filing states that Stavros and Weisenbeck are partners at KKR, and the press release describes Donnelly as a retired executive vice president and chief financial officer of Mettler-Toledo International Inc. who has served on the Board since 2017. The filing does not describe any change to operating results, guidance, or financial condition.
Ingersoll Rand 8-K Report, Financial Results (Nov 3, 2021)
Ingersoll Rand Inc. (NYSE: IR) reported record third-quarter 2021 results, with orders of $1,498 million, up 37% (30% organically), and revenues of $1,325 million, up 19% (13% organically). Reported net income attributable to Ingersoll Rand was $126 million, or $0.30 per diluted share, compared with $30 million in the prior-year period. Adjusted net income from continuing operations was $239 million, or $0.57 per share, and Adjusted EBITDA was $314 million, up 25%, with a margin of 23.7%. Cash generation and capital allocation were central to the quarter. Reported operating cash flow from continuing operations was $146 million and free cash flow from continuing operations was $131 million, while adjusted free cash flow was $307 million after excluding cash taxes of $220 million related to recent divestitures and other items. Liquidity was $3.1 billion, including $2.0 billion of cash. The company executed a $731 million share repurchase tied to KKR's sale of its remaining equity stake, announced a new $750 million share repurchase authorization, initiated a $0.02 per share quarterly dividend beginning in Q4 2021, and prepaid $395 million of debt. Net debt to Adjusted EBITDA leverage was 1.3x. Management raised full-year 2021 guidance: revenue growth is now expected to be up high teens (previously up mid teens), and Adjusted EBITDA is now expected at $1.175 billion to $1.195 billion (previously $1.15 billion to $1.18 billion). The company also completed several acquisitions during the period and agreed to acquire Tuthill Pumps for $84.6 million, with closing expected in Q4 2021 subject to regulatory approvals.