Ingersoll Rand Inc 8-K, filed Oct 29, 2026
Ingersoll Rand Inc. (IR)
8-K
2026-10-29
For: 2026-10-29
View Original
Added on
October 29, 2026
About this 8-K
Ingersoll Rand Inc filed this 8-K on October 29, 2026.
Ingersoll Rand reported third quarter 2026 orders of $2,345 million, up 21%, revenues of $2,065 million, up 6%, adjusted EBITDA of $584 million, up 7%, and free cash flow of $623 million. The board increased its share repurchase program by $2 billion. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 29, 2026
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(704 ) 896-4000
(Address, including zip code, of principal executive offices and registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 29, 2026, Ingersoll Rand, Inc. (“Ingersoll Rand”) issued a press release announcing financial results for the quarter ended September 30, 2026. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The information in this Current Report on Form 8-K, including exhibits, is being furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of Ingersoll Rand’s filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. | Description | ||||
| Ingersoll Rand Inc. Press Release dated October 29, 2026 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INGERSOLL RAND INC. | ||||||||
By: | /s/ Andrew Schiesl | |||||||
Name: Andrew Schiesl | ||||||||
Title: Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary | ||||||||
| Date: October 29, 2026 | ||||||||
 | ||
Ingersoll Rand Reports Third Quarter 2026 Results
IRX-driven execution delivers robust organic orders and revenue growth
Third Quarter 2026 Highlights
(All comparisons against the third quarter of 2025 unless otherwise noted).
Performance driven by its competitive differentiator - Ingersoll Rand Execution Excellence (IRX):
•Reported orders of $2,345 million, up 21%, or up 18% organic
•Reported revenues of $2,065 million, up 6%, or up 4% organic1
•Reported net income attributable to Ingersoll Rand Inc. of $670 million, $1.73 per share
◦Adjusted net income attributable to Ingersoll Rand Inc.1 of $415 million, $1.07 per share, up 24%
◦Adjusted net income attributable to Ingersoll Rand Inc.1, excluding IEEPA Tariff Refunds, of $390 million, $1.01 per share, up 17%
•Adjusted EBITDA1 of $584 million, up 7%, with a margin of 28.3%
◦Adjusted EBITDA1, excluding IEEPA Tariff Refunds, of $552 million, up 1%, with a margin of 26.7%
•Reported operating cash flow of $648 million and free cash flow1 of $623 million
•Liquidity of $3.9 billion as of September 30, 2026, including $1.3 billion of cash on hand and undrawn capacity of $2.6 billion under available credit facilities
DAVIDSON, N.C. - October 29, 2026 - Ingersoll Rand Inc. (NYSE: IR), a global provider of mission-critical flow creation and life science and industrial solutions, reported its results for the third quarter 2026.
"We delivered strong organic orders growth and revenue performance in the third quarter, reflecting an improved demand environment and continued execution by our teams," said Vicente Reynal, chairman and chief executive officer of Ingersoll Rand. "We saw healthy short-to-medium cycle and long cycle business activity across our geographies and end markets, and IRX continues to be a key differentiator with our teams remaining focused on controlling what we can control."
Third Quarter 2026 Segment Review
(All comparisons against the third quarter of 2025 unless otherwise noted.)
Industrial Technologies and Services Segment (IT&S): Broad range of compressor, vacuum, blower, and air treatment solutions as well as industrial technologies including power tools and lifting equipment
•Reported Orders of $1,898 million, up 25%, or up 22% organic
•Reported Revenues of $1,620 million, up 5%, or up 4% organic1
•Reported Segment Adjusted EBITDA of $476 million, up 6%
◦Segment Adjusted EBITDA, excluding IEEPA Tariff Refunds, of $451 million, up 1%
•Reported Segment Adjusted EBITDA Margin of 29.4%, up 40 basis points
◦Segment Adjusted EBITDA Margin, excluding IEEPA Tariff Refunds, of 27.8%, down 120 basis points
•IT&S delivered positive organic revenue growth in all regions in the quarter, with a book to bill of 1.17x. Organic orders growth was driven by a pickup in bookings of long-cycle projects, including a ~$195 million order for an engineered-to-order solution for large-scale, mission-critical infrastructure, as well as by continued strong momentum in the short-to-medium cycle business. Adjusted EBITDA margin excluding IEEPA Tariff Refunds was down 120 basis points year over year, primarily due to continued inflationary pressures, and up 100 basis points sequentially from Q2 2026.
1 Non-GAAP measure (definitions and/or reconciliations in tables below)
1
| ||
Precision and Science Technologies Segment (P&ST): Mission-critical precision liquid, gas, air, and powder handling technologies for life sciences and industrial applications as well as aerospace and defense applications
•Reported Orders of $448 million, up 7%, or up 4% organic
•Reported Revenues of $445 million, up 7%, or up 6% organic1
•Reported Segment Adjusted EBITDA of $153 million, up 20%
◦Segment Adjusted EBITDA, excluding IEEPA Tariff Refunds, of $145 million, up 14%
•Reported Segment Adjusted EBITDA Margin of 34.3%, up 350 basis points
◦Segment Adjusted EBITDA Margin, excluding IEEPA Tariff Refunds, of 32.6%, up 180 basis points
•P&ST delivered strong orders and revenue in the third quarter, with a book-to-bill of 1.01x. Life Sciences was particularly strong in the quarter, where orders and revenue were up low double digits. Adjusted EBITDA margin excluding IEEPA Tariff Refunds finished at 32.6%, which was up 180 basis points year over year, and up 110 basis points sequentially from Q2 2026.
Balance Sheet and Cash Flow
Ingersoll Rand remains in a strong financial position with ample liquidity of $3.9 billion. On a reported basis, the Company generated $648 million of cash flow from operating activities and invested $25 million in capital expenditures, resulting in free cash flow1 of $623 million, compared to cash flow from operating activities of $355 million and free cash flow1 of $326 million in the prior year period. Net debt to Adjusted EBITDA leverage2 was 1.6x for the third quarter, which was a decrease of 0.2x as compared to the third quarter of the prior year.
The Board also authorized a $2 billion increase to the Company’s share repurchase program. This increase is incremental to the $313 million remaining under the existing authorization. The increased authorization provides the Company with the flexibility for additional opportunistic share repurchases over the short and medium term.
These authorizations do not have any expiration date and allow Ingersoll Rand to repurchase shares from time to time, in the open market at prevailing market prices (including through Rule 10b5-1 plans), in privately negotiated transactions, a combination thereof, or through other transactions. The actual timing, number, manner, and value of any shares repurchased will depend on several factors, including the market price of the Company’s stock, general market and economic conditions, the Company’s liquidity requirements, applicable legal requirements, and other business considerations.
Consistent with our comprehensive capital allocation strategy led by M&A, in the third quarter of 2026, Ingersoll Rand deployed $90 million to M&A, including for the previously announced acquisition of Lone Star Blower, Inc. The Company also returned approximately $358 million to shareholders through $350 million in share repurchases and $8 million through its quarterly dividend payment in the third quarter.
The Company also expects to close on the acquisition of a U.S.-based pump manufacturer on October 30, 2026.
ILC Dover Transaction Update
Ingersoll Rand reached a series of settlement agreements with insurance carriers and other third parties related to the ILC Dover transaction for gross recoveries of approximately $425.1 million, inclusive of the $187.5 million recovery announced in July 2026. $25.0 million was collected in Q2 2026, and $162.5 million was collected in Q3 2026. The Company expects to collect the remainder of the recoveries in the fourth quarter.
2 Calculated as Net Debt to LTM Adjusted EBITDA
2
| ||
2026 Guidance3,4,5,6
Ingersoll Rand is updating its full-year 2026 guidance.
| Guidance Metric | Full Year 2026 | Full Year Assumptions | ||||||
Revenue Growth3 | 5.5% to 7.0% | •Currency5: ~+1% •M&A6: ~+2.5% •Organic growth4: +2% to +3.5% | ||||||
Adjusted EBITDA4 excl. Q3 IEEPA Tariff Refunds | $2,130M - $2,190M | •Corporate costs: ~$170M | ||||||
Adjusted EPS4 excl. Q3 IEEPA Tariff Refunds | $3.58 to $3.70 | •Net interest expense: ~$230M •Adjusted tax rate: ~20% •Share count: ~390.5M | ||||||
Free Cash Flow to Adj. Net Income conversion4 | 100%+ | •Expect to deliver 100%+ FCF conversion including the impact of ILC Dover transaction-related recoveries; excluding these recoveries, expected FCF conversion remains unchanged at ~95% •CAPEX: ~2% of sales | ||||||
Reconciliations of non-GAAP measures related to full-year 2026 guidance have not been provided due to the unreasonable efforts it would take to provide such reconciliations due to the high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations, including net income (loss) and adjustments that could be made for acquisitions-related expenses, restructuring and other business transformation costs, gains or losses on foreign currency exchange and the timing and magnitude of other amounts in the reconciliation of historic numbers. For the same reasons, we are unable to address the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.
Conference Call
Ingersoll Rand will host a live earnings conference call to discuss the third quarter results on Friday, October 30, 2026 at 8:00 a.m. (Eastern Time). To participate in the call, please dial +1-833-461-5787, domestically, or +1-585-542-9983, internationally, and use Meeting ID # 973 748 334. A real-time audio webcast of the presentation can be accessed via the Events and Presentations section of the Ingersoll Rand Investor Relations website (https://investors.irco.com), where related materials will be posted prior to the conference call. A replay of the webcast will be available after conclusion of the conference and can be accessed on the Ingersoll Rand Investor Relations website.
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the expectations of Ingersoll Rand Inc. (the “Company” or “Ingersoll Rand”), regarding the performance of its business, its financial results, its liquidity and capital resources and other non-historical statements. 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,” “guidance” or the negative thereof or variations thereon
3 All revenue outlook commentary expressed in percentages and based on growth as compared to 2025
4 Non-GAAP measure (definitions in tables below)
5 Based on September 2026 FX rates; does not include impact of FX on M&A
6 Reflects revenue from all completed and closed M&A transactions as of October 30, 2026
3
| ||
or similar terminology generally intended to identify forward-looking statements. All statements other than historical facts 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) adverse impact on our operations and financial performance due to geopolitical tensions, natural disaster, catastrophe, global pandemics, cyber events, or other events outside of our control; (2) unexpected costs, charges or expenses resulting from completed and proposed business combinations; (3) uncertainty of the expected financial performance of the Company; (4) failure to realize the anticipated benefits of completed and proposed business combinations; (5) the ability of the Company to implement its business strategy; (6) difficulties and delays in achieving revenue and cost synergies; (7) inability of the 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; and (11) other risk factors detailed in Ingersoll Rand’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time in its periodic filings 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 release. Ingersoll Rand undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
About Ingersoll Rand Inc.
Ingersoll Rand Inc. (NYSE: IR), driven by an entrepreneurial spirit and ownership mindset, is dedicated to Making Life Better for our employees, customers, shareholders, and planet. Customers lean on us for exceptional performance and durability in mission-critical flow creation and life science and industrial solutions. Supported by over 80+ respected brands, our products and services excel in the most complex and harsh conditions. Our employees develop customers for life through their daily commitment to expertise, productivity, and efficiency. For more information, visit IRCO.com.
# # #
Non-U.S. GAAP Measures of Financial Performance
In addition to consolidated GAAP financial measures, Ingersoll Rand reviews various non-GAAP financial measures, including “Organic Revenue Growth/(Decline),” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Adjusted Net Income,” “Adjusted Net Income Attributable to Ingersoll Rand, Inc.,” “Adjusted Diluted EPS,” “Free Cash Flow” and “Free Cash Flow Margin.”
Ingersoll Rand believes Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Attributable to Ingersoll Rand, Inc., and Adjusted Diluted EPS are helpful supplemental measures to assist management and investors in evaluating the Company’s operating results as they exclude certain items that are unusual in nature or whose fluctuation from period to period do not necessarily correspond to changes in the operations of Ingersoll Rand’s business. Ingersoll Rand believes Organic Revenue Growth/(Decline) is a helpful supplemental measure to assist management and investors in evaluating the Company’s operating results as it excludes the impact of foreign currency and acquisitions on revenue growth. Adjusted EBITDA represents net income before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenue. Adjusted Net Income is defined as net income including interest, depreciation and amortization of non-acquisition related intangible assets and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions. Adjusted Net Income Attributable to Ingersoll Rand, Inc., is defined as Adjusted Net Income less net income attributable to noncontrolling interest. Adjusted Diluted EPS is defined as Adjusted Net Income divided by Adjusted Diluted Average Shares Outstanding. Organic Revenue Growth/(Decline) is defined as As Reported Revenue growth less the impacts of Foreign Currency and Acquisitions. Ingersoll Rand believes that the adjustments applied in presenting Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income Attributable to Ingersoll Rand, Inc. are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that the Company does not expect to continue at the same level in the future. Incrementals/Decrementals are defined as the change in Adjusted EBITDA versus the prior year period divided by the change in revenue versus the prior year period.
4
| ||
Ingersoll Rand uses Free Cash Flow and Free Cash Flow Margin to review the liquidity of its operations. Ingersoll Rand measures Free Cash Flow as cash flows from operating activities less capital expenditures. Free Cash Flow Margin is defined as Free Cash Flow divided by Revenue. Ingersoll Rand believes Free Cash Flow and Free Cash Flow Margin are useful supplemental financial measures for management and investors in assessing the Company’s ability to pursue business opportunities and investments and to service its debt. Free Cash Flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating activities.
Management and Ingersoll Rand’s board of directors regularly use these measures as tools in evaluating the Company’s operating and financial performance and in establishing discretionary annual compensation. Such measures are provided in addition to and should not be considered to be a substitute for, or superior to, the comparable measures under GAAP. In addition, Ingersoll Rand believes that Organic Revenue Growth/(Decline), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Attributable to Ingersoll Rand, Inc., Adjusted Diluted EPS, Incrementals/Decrementals, Free Cash Flow and Free Cash Flow Margin are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Attributable to Ingersoll Rand, Inc., Adjusted Diluted EPS, Free Cash Flow and Free Cash Flow Margin when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.
Organic Revenue Growth/(Decline), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Attributable to Ingersoll Rand, Inc., Adjusted Diluted EPS, Free Cash Flow and Free Cash Flow Margin should not be considered as alternatives to revenue growth, net income, diluted earnings per share or any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities as a measure of our liquidity. Organic Revenue Growth/(Decline), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Attributable to Ingersoll Rand, Inc., Adjusted Diluted EPS, Free Cash Flow and Free Cash Flow Margin have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing Ingersoll Rand’s results as reported under GAAP.
Reconciliations of Organic Revenue Growth/(Decline), Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Attributable to Ingersoll Rand, Inc., Adjusted Diluted EPS, Free Cash Flow and Free Cash Flow Margin to their most comparable U.S. GAAP financial metrics for historical periods are presented in the tables below.
Reconciliations of non-GAAP measures related to full-year 2026 guidance have not been provided due to the unreasonable efforts it would take to provide such reconciliations due to the high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations, including net income (loss) and adjustments that could be made for acquisitions-related expenses, restructuring and other business transformation costs, gains or losses on foreign currency exchange and the timing and magnitude of other amounts in the reconciliation of historic numbers. For the same reasons, we are unable to address the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on our future GAAP financial results.
Due to rounding, numbers presented throughout this release may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures.
| Contacts: | ||||||||
| Investor Relations: | Media: | |||||||
| Max Vorcheimer | Sara Hassell | |||||||
| Max.Vorcheimer@irco.com | Sara.Hassell@irco.com | |||||||
5
| ||
INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share amounts)
| For the Three Month Period Ended September 30, | For the Nine Month Period Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | 2,064.9 | $ | 1,955.0 | $ | 5,960.9 | $ | 5,559.7 | |||||||||||||||
| Cost of sales | 1,140.6 | 1,099.8 | 3,381.6 | 3,114.1 | |||||||||||||||||||
| Gross Profit | 924.3 | 855.2 | 2,579.3 | 2,445.6 | |||||||||||||||||||
| Selling and administrative expenses | 389.7 | 361.0 | 1,161.2 | 1,082.2 | |||||||||||||||||||
| Amortization of intangible assets | 107.4 | 94.9 | 317.5 | 277.8 | |||||||||||||||||||
| Impairment of goodwill | — | — | — | 229.7 | |||||||||||||||||||
| Impairment of other intangible assets | — | — | — | 36.1 | |||||||||||||||||||
| Other operating expense (income), net | (355.3) | 23.8 | (351.9) | 65.4 | |||||||||||||||||||
| Operating Income | 782.5 | 375.5 | 1,452.5 | 754.4 | |||||||||||||||||||
| Interest expense | 62.7 | 65.1 | 189.8 | 189.0 | |||||||||||||||||||
| Other income, net | (5.4) | (9.0) | (19.5) | (35.2) | |||||||||||||||||||
| Income Before Income Taxes | 725.2 | 319.4 | 1,282.2 | 600.6 | |||||||||||||||||||
| Provision for income taxes | 53.6 | 73.6 | 158.8 | 153.1 | |||||||||||||||||||
| Loss on equity method investments | — | — | — | (127.1) | |||||||||||||||||||
| Net Income | 671.6 | 245.8 | 1,123.4 | 320.4 | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 1.7 | 1.7 | 4.6 | 5.1 | |||||||||||||||||||
| Net Income Attributable to Ingersoll Rand Inc. | $ | 669.9 | $ | 244.1 | $ | 1,118.8 | $ | 315.3 | |||||||||||||||
| Basic earnings per share | 1.74 | 0.62 | 2.88 | 0.79 | |||||||||||||||||||
| Diluted earnings per share | 1.73 | 0.61 | 2.86 | 0.78 | |||||||||||||||||||
6
| ||
INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions, except share amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 1,342.7 | $ | 1,248.8 | |||||||
Accounts receivable, net of allowance for credit losses of $67.0 and $66.8, respectively | 1,532.5 | 1,518.0 | |||||||||
Inventories | 1,258.1 | 1,172.9 | |||||||||
Other current assets | 575.6 | 308.3 | |||||||||
Total current assets | 4,708.9 | 4,248.0 | |||||||||
Property, plant and equipment, net of accumulated depreciation of $770.2 and $689.6, respectively | 908.4 | 930.3 | |||||||||
Goodwill | 8,571.1 | 8,484.1 | |||||||||
Other intangible assets, net | 4,022.0 | 4,240.3 | |||||||||
Deferred tax assets | 43.3 | 38.7 | |||||||||
Other assets | 359.5 | 355.8 | |||||||||
Total assets | $ | 18,613.2 | $ | 18,297.2 | |||||||
Liabilities and Stockholders' Equity | |||||||||||
Current liabilities: | |||||||||||
Short-term borrowings and current maturities of long-term debt | $ | 700.2 | $ | 1.4 | |||||||
Accounts payable | 897.3 | 996.1 | |||||||||
Accrued liabilities | 1,190.1 | 1,068.8 | |||||||||
Total current liabilities | 2,787.6 | 2,066.3 | |||||||||
Long-term debt, less current maturities | 4,036.3 | 4,783.3 | |||||||||
Pensions and other postretirement benefits | 122.6 | 134.2 | |||||||||
Deferred income tax liabilities | 668.9 | 696.9 | |||||||||
Other liabilities | 429.8 | 462.5 | |||||||||
Total liabilities | $ | 8,045.2 | $ | 8,143.2 | |||||||
Stockholders’ equity: | |||||||||||
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 432,993,020 and 431,753,302 shares issued as of September 30, 2026 and December 31, 2025, respectively | 4.3 | 4.3 | |||||||||
Capital in excess of par value | 9,765.9 | 9,699.9 | |||||||||
| Retained earnings | 4,148.6 | 3,053.1 | |||||||||
| Accumulated other comprehensive loss | (214.2) | (148.3) | |||||||||
Treasury stock at cost; 48,978,022 and 40,631,613 shares as of September 30, 2026 and December 31, 2025, respectively | (3,201.6) | (2,519.2) | |||||||||
Total Ingersoll Rand stockholders’ equity | $ | 10,503.0 | $ | 10,089.8 | |||||||
Noncontrolling interests | 65.0 | 64.2 | |||||||||
Total stockholders’ equity | $ | 10,568.0 | $ | 10,154.0 | |||||||
Total liabilities and stockholders’ equity | $ | 18,613.2 | $ | 18,297.2 | |||||||
7
| ||
INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
| Nine Month Period Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows From Operating Activities: | |||||||||||
| Net income | $ | 1,123.4 | $ | 320.4 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Amortization of intangible assets | 317.5 | 277.8 | |||||||||
| Depreciation | 89.9 | 87.2 | |||||||||
| Impairment of goodwill and other intangible assets | — | 265.8 | |||||||||
| Stock-based compensation expense | 49.8 | 45.8 | |||||||||
| Loss on equity method investments | — | 127.1 | |||||||||
| Foreign currency transaction losses, net | 8.2 | 15.6 | |||||||||
| Non-cash adjustments to carrying value of LIFO inventories | 16.5 | 15.5 | |||||||||
| Other non-cash adjustments | 5.5 | 7.2 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Receivables | (7.7) | 23.3 | |||||||||
| Inventories | (104.4) | (109.6) | |||||||||
| Accounts payable | (89.8) | (69.2) | |||||||||
| Accrued liabilities | 97.2 | 3.3 | |||||||||
| Other assets and liabilities, net | (364.9) | (153.5) | |||||||||
| Net cash provided by operating activities | 1,143.4 | 856.7 | |||||||||
| Cash Flows Used In Investing Activities: | |||||||||||
| Capital expenditures | (87.8) | (98.1) | |||||||||
| Net cash paid in acquisitions | (252.0) | (459.8) | |||||||||
| Proceeds from disposals of property, plant and equipment | 5.0 | — | |||||||||
| Net cash used in investing activities | (334.8) | (557.9) | |||||||||
| Cash Flows Used In Financing Activities: | |||||||||||
| Purchases of treasury stock, including excise tax payments | (689.1) | (703.8) | |||||||||
| Cash dividends on common shares | (23.3) | (24.0) | |||||||||
| Proceeds from stock option exercises | 19.2 | 12.8 | |||||||||
| Payments of deferred and contingent acquisition consideration | (9.8) | (6.2) | |||||||||
| Other financing | (3.8) | (5.4) | |||||||||
| Net cash used in financing activities | (706.8) | (726.6) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (7.9) | 63.2 | |||||||||
| Net increase (decrease) in cash and cash equivalents | 93.9 | (364.6) | |||||||||
| Cash and cash equivalents, beginning of period | 1,248.8 | 1,541.2 | |||||||||
| Cash and cash equivalents, end of period | $ | 1,342.7 | $ | 1,176.6 | |||||||
8
| ||
INGERSOLL RAND INC. AND SUBSIDIARIES
UNAUDITED ADJUSTED FINANCIAL INFORMATION
(Dollars in millions)
| For the Three Month Period Ended September 30, | For the Nine Month Period Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | 2,064.9 | $ | 1,955.0 | $ | 5,960.9 | $ | 5,559.7 | |||||||||||||||
| Adjusted EBITDA | $ | 584.4 | $ | 544.6 | $ | 1,573.4 | $ | 1,513.7 | |||||||||||||||
| Adjusted EBITDA Margin | 28.3 | % | 27.9 | % | 26.4 | % | 27.2 | % | |||||||||||||||
| Free Cash Flow | $ | 623.3 | $ | 325.5 | $ | 1,055.6 | $ | 758.6 | |||||||||||||||
| Free Cash Flow Margin | 30.2 | % | 16.6 | % | 17.7 | % | 13.6 | % | |||||||||||||||
9
| ||
INGERSOLL RAND INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME AND ADJUSTED NET INCOME ATTRIBUTABLE TO INGERSOLL RAND INC. AND ADJUSTED DILUTED EARNINGS PER SHARE
(Unaudited; in millions)
| For the Three Month Period Ended September 30, | For the Nine Month Period Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net Income | $ | 671.6 | $ | 245.8 | $ | 1,123.4 | $ | 320.4 | |||||||||||||||
| Plus: | |||||||||||||||||||||||
| Provision for income taxes | 53.6 | 73.6 | 158.8 | 153.1 | |||||||||||||||||||
| Amortization of acquisition related intangible assets | 105.2 | 92.3 | 310.8 | 270.4 | |||||||||||||||||||
| Impairment of goodwill and other intangible assets | — | — | — | 265.8 | |||||||||||||||||||
| Restructuring and related business transformation costs | 6.7 | 19.9 | 18.6 | 28.7 | |||||||||||||||||||
| Acquisition and other transaction related expenses and non-cash charges, net | 13.2 | 0.4 | 24.1 | 22.0 | |||||||||||||||||||
| Stock-based compensation | 16.1 | 14.9 | 49.8 | 45.8 | |||||||||||||||||||
| Foreign currency transaction losses, net | 3.3 | 2.8 | 8.2 | 15.6 | |||||||||||||||||||
| Loss on equity method investments | — | — | — | 127.1 | |||||||||||||||||||
| Adjustments to LIFO inventories | 4.9 | 5.2 | 16.5 | 15.5 | |||||||||||||||||||
| Cybersecurity incident costs | — | — | — | (1.3) | |||||||||||||||||||
| Recovery of acquisition related losses, net | (380.1) | — | (405.1) | — | |||||||||||||||||||
| Other adjustments | 2.1 | (0.9) | 1.9 | (4.7) | |||||||||||||||||||
| Minus: | |||||||||||||||||||||||
| Income tax provision, as adjusted | 80.0 | 108.4 | 246.5 | 294.4 | |||||||||||||||||||
| Adjusted Net Income | 416.6 | 345.6 | 1,060.5 | 964.0 | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | 1.7 | 1.7 | 4.6 | 5.1 | |||||||||||||||||||
| Adjusted Net Income Attributable to Ingersoll Rand Inc. | $ | 414.9 | $ | 343.9 | $ | 1,055.9 | $ | 958.9 | |||||||||||||||
Adjusted Basic Earnings Per Share1 | $ | 1.08 | $ | 0.87 | $ | 2.71 | $ | 2.40 | |||||||||||||||
Adjusted Diluted Earnings Per Share1,2 | $ | 1.07 | $ | 0.86 | $ | 2.70 | $ | 2.38 | |||||||||||||||
| Average shares outstanding: | |||||||||||||||||||||||
| Basic, as reported | 385.9 | 396.0 | 389.0 | 399.9 | |||||||||||||||||||
| Diluted, as reported | 388.1 | 399.0 | 391.3 | 402.9 | |||||||||||||||||||
Adjusted diluted2 | 388.1 | 399.0 | 391.3 | 402.9 | |||||||||||||||||||
1 Basic and diluted earnings per share (as reported) are calculated by dividing net income attributable to Ingersoll Rand Inc. by the basic and diluted average shares outstanding for the respective periods.
2 Adjusted diluted share count and adjusted diluted earnings per share include incremental dilutive shares, using the treasury stock method, which are added to average shares outstanding.
10
| ||
INGERSOLL RAND INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA AND ADJUSTED NET INCOME AND CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW
(Unaudited; in millions)
| For the Three Month Period Ended September 30, | For the Nine Month Period Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net Income | $ | 671.6 | $ | 245.8 | $ | 1,123.4 | $ | 320.4 | |||||||||||||||
| Plus: | |||||||||||||||||||||||
| Interest expense | 62.7 | 65.1 | 189.8 | 189.0 | |||||||||||||||||||
| Provision for income taxes | 53.6 | 73.6 | 158.8 | 153.1 | |||||||||||||||||||
| Depreciation expense | 28.9 | 28.2 | 86.5 | 83.4 | |||||||||||||||||||
| Amortization expense | 107.4 | 94.9 | 317.5 | 277.8 | |||||||||||||||||||
| Impairment of goodwill and other intangible assets | — | — | — | 265.8 | |||||||||||||||||||
| Restructuring and related business transformation costs | 6.7 | 19.9 | 18.6 | 28.7 | |||||||||||||||||||
| Acquisition and other transaction related expenses and non-cash charges, net | 13.2 | 0.4 | 24.1 | 22.0 | |||||||||||||||||||
| Stock-based compensation | 16.1 | 14.9 | 49.8 | 45.8 | |||||||||||||||||||
| Foreign currency transaction losses, net | 3.3 | 2.8 | 8.2 | 15.6 | |||||||||||||||||||
| Loss on equity method investments | — | — | — | 127.1 | |||||||||||||||||||
| Adjustments to LIFO inventories | 4.9 | 5.2 | 16.5 | 15.5 | |||||||||||||||||||
| Cybersecurity incident costs | — | — | — | (1.3) | |||||||||||||||||||
| Recovery of acquisition related losses, net | (380.1) | — | (405.1) | — | |||||||||||||||||||
| Interest income on cash and cash equivalents | (6.0) | (5.3) | (16.6) | (24.5) | |||||||||||||||||||
| Other adjustments | 2.1 | (0.9) | 1.9 | (4.7) | |||||||||||||||||||
| Adjusted EBITDA | $ | 584.4 | $ | 544.6 | $ | 1,573.4 | $ | 1,513.7 | |||||||||||||||
| Minus: | |||||||||||||||||||||||
| Interest expense | 62.7 | 65.1 | 189.8 | 189.0 | |||||||||||||||||||
| Income tax provision, as adjusted | 80.0 | 108.4 | 246.5 | 294.4 | |||||||||||||||||||
| Depreciation expense | 28.9 | 28.2 | 86.5 | 83.4 | |||||||||||||||||||
| Amortization of non-acquisition related intangible assets | 2.2 | 2.6 | 6.7 | 7.4 | |||||||||||||||||||
| Interest income on cash and cash equivalents | (6.0) | (5.3) | (16.6) | (24.5) | |||||||||||||||||||
| Adjusted Net Income | $ | 416.6 | $ | 345.6 | $ | 1,060.5 | $ | 964.0 | |||||||||||||||
| Free Cash Flow: | |||||||||||||||||||||||
| Cash flows from operating activities | $ | 647.8 | $ | 354.6 | $ | 1,143.4 | $ | 856.7 | |||||||||||||||
| Minus: | |||||||||||||||||||||||
| Capital expenditures | 24.5 | 29.1 | 87.8 | 98.1 | |||||||||||||||||||
| Free Cash Flow | $ | 623.3 | $ | 325.5 | $ | 1,055.6 | $ | 758.6 | |||||||||||||||
11
| ||
INGERSOLL RAND INC. AND SUBSIDIARIES
RECONCILIATION OF SEGMENT ADJUSTED EBITDA TO NET INCOME
(Unaudited; in millions)
| For the Three Month Period Ended September 30, | For the Nine Month Period Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Orders | |||||||||||||||||||||||
| Industrial Technologies and Services | $ | 1,897.5 | $ | 1,522.2 | $ | 5,076.1 | $ | 4,570.1 | |||||||||||||||
| Precision and Science Technologies | 447.6 | 420.1 | 1,289.9 | 1,194.1 | |||||||||||||||||||
| Total Orders | $ | 2,345.1 | $ | 1,942.3 | $ | 6,366.0 | $ | 5,764.2 | |||||||||||||||
| Revenue | |||||||||||||||||||||||
| Industrial Technologies and Services | $ | 1,620.0 | $ | 1,540.5 | $ | 4,686.6 | $ | 4,384.2 | |||||||||||||||
| Precision and Science Technologies | 444.9 | 414.5 | 1,274.3 | 1,175.5 | |||||||||||||||||||
| Total Revenue | $ | 2,064.9 | $ | 1,955.0 | $ | 5,960.9 | $ | 5,559.7 | |||||||||||||||
| Segment Adjusted EBITDA | |||||||||||||||||||||||
| Industrial Technologies and Services | $ | 475.7 | $ | 447.5 | $ | 1,295.7 | $ | 1,263.8 | |||||||||||||||
| Precision and Science Technologies | 152.5 | 127.6 | 408.9 | 350.6 | |||||||||||||||||||
| Total Segment Adjusted EBITDA | $ | 628.2 | $ | 575.1 | $ | 1,704.6 | $ | 1,614.4 | |||||||||||||||
| Less items to reconcile Segment Adjusted EBITDA to Income Before Income Taxes: | |||||||||||||||||||||||
| Corporate expenses not allocated to segments | $ | 43.8 | $ | 30.5 | $ | 131.2 | $ | 100.7 | |||||||||||||||
| Interest expense | 62.7 | 65.1 | 189.8 | 189.0 | |||||||||||||||||||
| Depreciation and amortization expense | 136.3 | 123.1 | 404.0 | 361.2 | |||||||||||||||||||
| Impairment of goodwill and other intangible assets | — | — | — | 265.8 | |||||||||||||||||||
| Restructuring and related business transformation costs | 6.7 | 19.9 | 18.6 | 28.7 | |||||||||||||||||||
| Acquisition and other transaction related expenses and non-cash charges, net | 13.2 | 0.4 | 24.1 | 22.0 | |||||||||||||||||||
| Stock-based compensation | 16.1 | 14.9 | 49.8 | 45.8 | |||||||||||||||||||
| Foreign currency transaction losses, net | 3.3 | 2.8 | 8.2 | 15.6 | |||||||||||||||||||
| Adjustments to LIFO inventories | 4.9 | 5.2 | 16.5 | 15.5 | |||||||||||||||||||
| Cybersecurity incident costs | — | — | — | (1.3) | |||||||||||||||||||
| Recovery of acquisition related losses, net | (380.1) | — | (405.1) | — | |||||||||||||||||||
| Interest income on cash and cash equivalents | (6.0) | (5.3) | (16.6) | (24.5) | |||||||||||||||||||
| Other adjustments | 2.1 | (0.9) | 1.9 | (4.7) | |||||||||||||||||||
| Income Before Income Taxes | 725.2 | 319.4 | 1,282.2 | 600.6 | |||||||||||||||||||
| Provision for income taxes | 53.6 | 73.6 | 158.8 | 153.1 | |||||||||||||||||||
| Loss on equity method investments | — | — | — | (127.1) | |||||||||||||||||||
| Net Income | $ | 671.6 | $ | 245.8 | $ | 1,123.4 | $ | 320.4 | |||||||||||||||
12
| ||
INGERSOLL RAND INC. AND SUBSIDIARIES
ORDERS AND REVENUE GROWTH BY SEGMENT1
| For the Three Month Period Ended September 30, 2026 | |||||||||||
| Orders | Revenue | ||||||||||
| Ingersoll Rand | |||||||||||
| Organic growth | 18.2 | % | 3.9 | % | |||||||
| Impact of foreign currency | 0.8 | % | 0.3 | % | |||||||
| Impact of acquisitions | 1.7 | % | 1.4 | % | |||||||
| Total orders and revenue growth | 20.7 | % | 5.6 | % | |||||||
| Industrial Technologies & Services | |||||||||||
| Organic growth | 22.1 | % | 3.5 | % | |||||||
| Impact of foreign currency | 1.2 | % | 0.5 | % | |||||||
| Impact of acquisitions | 1.4 | % | 1.2 | % | |||||||
| Total orders and revenue growth | 24.7 | % | 5.2 | % | |||||||
| Precision & Science Technologies | |||||||||||
| Organic growth | 4.2 | % | 5.5 | % | |||||||
| Impact of foreign currency | (0.2 | %) | (0.4 | %) | |||||||
| Impact of acquisitions | 2.5 | % | 2.2 | % | |||||||
| Total orders and revenue growth | 6.5 | % | 7.3 | % | |||||||
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.
13