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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-Q
____________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to___________
Commission File Number: 001-38095
____________________________
Ingersoll Rand Inc.
(Exact Name of Registrant as Specified in Its Charter)
____________________________
Delaware 46-2393770
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
525 Harbour Place Drive, Suite 600
Davidson, North Carolina 28036
(Address of Principal Executive Offices) (Zip Code)
(704) 655-4000
(Registrant’s Telephone Number, Including Area Code)
____________________________
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.01 Par Value per share IR New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ý  No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý Accelerated filer
Non-accelerated filer Smaller reporting company
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.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ý
The registrant had outstanding 404,796,976 shares of Common Stock, par value $0.01 per share, as of October 27, 2023.



INGERSOLL RAND INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
Page No.
2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this Form 10-Q may contain “forward-looking statements” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts included in this Form 10-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements. Words such as “estimates,” “expects,” “contemplates,” “will,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth under “Part I Item 1A. Risk Factors” and “Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) and under “Part I Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q, as such risk factors may be updated from time to time in our periodic filings with the SEC, and are accessible on the SEC’s website at www.sec.gov, and also include the following:
•We have exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our revenues, liquidity, suppliers and customers.
•The COVID-19 pandemic could have a material and adverse effect on our business, results of operations and financial condition in the future.
•Information systems failure or disruption, due to cyber terrorism or other actions, may adversely impact our business and result in financial loss to the Company or liability to our customers.
•More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political, regulatory and other risks of international operations.
•Large or rapid increases in the cost of raw materials and component parts, substantial decreases in their availability or our dependence on particular suppliers of raw materials and component parts could materially and adversely affect our operating results.
•We face competition in the markets we serve, which could materially and adversely affect our operating results.
•Shareholder and customer emphasis on environmental, social, and governance responsibility may impose additional costs on us or expose us to new risks.
•Acquisitions and integrating such acquisitions create certain risks and may affect our operating results.
•Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows.
•If we are unable to develop new products and technologies, our competitive position may be impaired, which could materially and adversely affect our sales and market share.
•Our success depends on our executive management and other key personnel and our ability to attract and retain top talent throughout the Company.
•Changes in tax or other laws, regulations, or adverse determinations by taxing or other governmental authorities could increase our effective tax rate and cash taxes paid or otherwise affect our financial condition or operating results.
•Our business could suffer if we experience employee work stoppages, union and work council campaigns or other labor difficulties.
•The risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant impact on our results of operations, financial condition or strategic objectives.
•Third parties may infringe upon our intellectual property or may claim we have infringed their intellectual property, and we may expend significant resources enforcing or defending our rights or suffer competitive injury.
•The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business.
•Our ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and we may fail to realize the cost savings and increased efficiencies that we expect to result from these actions. Our operating results could be negatively affected by our inability to effectively implement such restructuring plans and other cost savings initiatives.
3

•Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-price contracts for custom engineered products.
•A natural disaster, catastrophe, pandemic, geopolitical tensions or other event could adversely affect our operations.
•Our operating results could be adversely affected by a loss or reduction of business with key customers or consolidation or the vertical integration of our customer base.
•Credit and counterparty risks could harm our business.
•We may not realize all of the expected benefits of the acquisition of and merger with the Industrial business of Ingersoll-Rand plc. (the “Merger”).
•Dispositions create certain risks and may affect our operating results.
•We are a defendant in certain asbestos and silica-related personal injury lawsuits, which could adversely affect our financial condition.
•The nature of our products creates the possibility of significant product liability and warranty claims, which could harm our business.
•A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired.
•Environmental compliance costs and liabilities could adversely affect our financial condition.
•We face risks associated with our pension and other postretirement benefit obligations.
•Our indebtedness could have important adverse consequences and adversely affect our financial condition.
•We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
•Despite our level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities. This could further exacerbate the risks to our financial condition.
•The terms of the credit agreement governing the Senior Secured Credit Facilities (as amended, the “Credit Agreement”) may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
•Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
•We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness and we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments.
•If the financial institutions that are part of the syndicate of our Revolving Credit Facility (as defined herein) fail to extend credit under our Revolving Credit Facility, our liquidity and results of operations may be adversely affected.
We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-looking statements in this report apply only as of the date of this report or as of the date they were made and, except as required by applicable law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
All references to “we,” “us,” “our,” the “Company” or “Ingersoll Rand” in this Quarterly Report on Form 10-Q mean Ingersoll Rand Inc. and its subsidiaries, unless the context otherwise requires.
Website Disclosure
We use our website www.irco.com as a channel of distribution of Company information. Financial and other important information regarding us is routinely accessible through and posted on our website. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about Ingersoll Rand Inc. when you enroll your email address by visiting the “Investor Alerts” section of our website at investors.irco.com. The contents of our website are not, however, a part of this Quarterly Report on Form 10-Q.
4

PART I.    FINANCIAL INFORMATION
ITEM 1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share amounts)
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Revenues $ 1,738.9  $ 1,515.7  $ 5,054.7  $ 4,292.6 
Cost of sales 999.6  940.4  2,953.7  2,621.4 
Gross Profit 739.3  575.3  2,101.0  1,671.2 
Selling and administrative expenses 315.2  278.7  941.9  819.8 
Amortization of intangible assets 92.2  93.8  274.3  263.6 
Other operating expense, net 13.5  12.8  53.7  43.4 
Operating Income 318.4  190.0  831.1  544.4 
Interest expense 39.6  26.6  119.3  68.8 
Loss on extinguishment of debt 12.6  —  13.5  1.1 
Other income, net (7.6) (9.8) (25.4) (21.8)
Income from Continuing Operations Before Income Taxes 273.8  173.2  723.7  496.3 
Provision for income taxes 60.3  30.3  168.9  104.6 
Income (loss) on equity method investments (3.9) 2.6  (1.2) (2.5)
Income from Continuing Operations 209.6  145.5  553.6  389.2 
Income from discontinued operations, net of tax —  0.5  —  0.6 
Net Income 209.6  146.0  553.6  389.8 
Less: Net income attributable to noncontrolling interests 1.3  0.9  4.7  2.5 
Net Income Attributable to Ingersoll Rand Inc. $ 208.3  $ 145.1  $ 548.9  $ 387.3 
Amounts attributable to Ingersoll Rand Inc. common stockholders:
Income from continuing operations, net of tax $ 208.3  $ 144.6  $ 548.9  $ 386.7 
Income from discontinued operations, net of tax —  0.5  —  0.6 
Net income attributable to Ingersoll Rand Inc. $ 208.3  $ 145.1  $ 548.9  $ 387.3 
Basic earnings per share of common stock:
Earnings from continuing operations $ 0.51  $ 0.36  $ 1.36  $ 0.95 
Earnings from discontinued operations —  —  —  — 
Net earnings 0.51  0.36  1.36  0.96 
Diluted earnings per share of common stock:
Earnings from continuing operations $ 0.51  $ 0.35  $ 1.34  $ 0.94 
Earnings from discontinued operations —  —  —  — 
Net earnings 0.51  0.36  1.34  0.94 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited; in millions)
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Comprehensive Income (Loss) Attributable to Ingersoll Rand Inc.
Net income attributable to Ingersoll Rand Inc. $ 208.3  $ 145.1  $ 548.9  $ 387.3 
Other comprehensive loss, net of tax:
Foreign currency translation adjustments, net (75.3) (207.9) (91.1) (448.8)
Unrecognized gain (loss) on cash flow hedges (2.5) 19.6  3.1  14.2 
Pension and other postretirement prior service cost and gain (loss), net (0.6) 5.3  (1.9) 2.2 
Total other comprehensive loss, net of tax (78.4) (183.0) (89.9) (432.4)
Comprehensive income (loss) attributable to Ingersoll Rand Inc. $ 129.9  $ (37.9) $ 459.0  $ (45.1)
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests $ 1.3  $ 0.9  $ 4.7  $ 2.5 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net 0.8  (1.9) 1.6  (6.1)
Total other comprehensive income (loss), net of tax 0.8  (1.9) 1.6  (6.1)
Comprehensive income (loss) attributable to noncontrolling interests 2.1  (1.0) 6.3  (3.6)
Total Comprehensive Income (Loss) $ 132.0  $ (38.9) $ 465.3  $ (48.7)
The accompanying notes are an integral part of these condensed consolidated financial statements.
6

INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions, except share amounts)
September 30, 2023 December 31, 2022
Assets
Current assets:
Cash and cash equivalents $ 1,197.5  $ 1,613.0 
Accounts receivable, net of allowance for credit losses of $53.1 and $47.2, respectively
1,216.1  1,122.0 
Inventories 1,082.9  1,025.4 
Other current assets 236.9  206.9 
Total current assets 3,733.4  3,967.3 
Property, plant and equipment, net of accumulated depreciation of $472.7 and $417.4, respectively
685.8  624.4 
Goodwill 6,489.8  6,064.2 
Other intangible assets, net 3,673.0  3,578.6 
Deferred tax assets 22.3  22.3 
Other assets 549.7  509.1 
Total assets $ 15,154.0  $ 14,765.9 
Liabilities and Stockholders’ Equity
Current liabilities:
Short-term borrowings and current maturities of long-term debt $ 33.9  $ 36.5 
Accounts payable 663.1  778.7 
Accrued liabilities 957.7  858.8 
Total current liabilities 1,654.7  1,674.0 
Long-term debt, less current maturities 2,699.3  2,716.1 
Pensions and other postretirement benefits 145.0  147.2 
Deferred income taxes 630.1  610.6 
Other liabilities 405.1  360.8 
Total liabilities $ 5,534.2  $ 5,508.7 
Commitments and contingencies (Note 18)
—  — 
Stockholders’ equity
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 428,208,898 and 426,327,805 shares issued as of September 30, 2023 and December 31, 2022, respectively
4.3  4.3 
Capital in excess of par value 9,527.1  9,476.8 
Retained earnings 1,475.5  950.9 
Accumulated other comprehensive loss (341.6) (251.7)
Treasury stock at cost; 23,412,443 and 21,210,095 shares as of September 30, 2023 and December 31, 2022, respectively
(1,111.3) (984.5)
Total Ingersoll Rand Inc. stockholders’ equity $ 9,554.0  $ 9,195.8 
Noncontrolling interests 65.8  61.4 
Total stockholders’ equity $ 9,619.8  $ 9,257.2 
Total liabilities and stockholders’ equity $ 15,154.0  $ 14,765.9 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7

INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited; in millions)
Three Month Period Ended September 30, 2023
Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Ingersoll Rand Inc. Stockholders’ Equity Noncontrolling Interests Total Equity
Shares Issued Par
Balance at beginning of period 427.8  $ 4.3  $ 9,510.3  $ 1,275.3  $ (263.2) $ (1,111.9) $ 9,414.8  $ 65.6  $ 9,480.4 
Net income —  —  —  208.3  —  —  208.3  1.3  209.6 
Dividends declared —  —  —  (8.1) —  —  (8.1) —  (8.1)
Issuance of common stock for stock-based compensation plans 0.4  —  6.1  —  —  —  6.1  —  6.1 
Purchases of treasury stock —  —  —  —  —  (0.1) (0.1) —  (0.1)
Issuance of treasury stock for stock-based compensation plans —  —  (0.5) —  —  0.7  0.2  —  0.2 
Stock-based compensation —  —  11.2  —  —  —  11.2  —  11.2 
Other comprehensive income (loss), net of tax —  —  —  —  (78.4) —  (78.4) 0.8  (77.6)
Dividends attributable to noncontrolling interests —  —  —  —  —  —  —  (1.9) (1.9)
Balance at end of period 428.2  $ 4.3  $ 9,527.1  $ 1,475.5  $ (341.6) $ (1,111.3) $ 9,554.0  $ 65.8  $ 9,619.8 
Three Month Period Ended September 30, 2022
Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Ingersoll Rand Inc. Stockholders’ Equity Noncontrolling Interests Total Equity
Shares Issued Par
Balance at beginning of period 424.6  $ 4.3  $ 9,456.9  $ 604.6  $ (291.0) $ (997.9) $ 8,776.9  $ 67.1  $ 8,844.0 
Net income —  —  —  145.1  —  —  145.1  0.9  146.0 
Dividends declared —  —  —  (8.1) —  —  (8.1) —  (8.1)
Issuance of common stock for stock-based compensation plans 1.5  —  5.4  —  —  —  5.4  —  5.4 
Purchases of treasury stock —  —  —  —  —  (4.1) (4.1) —  (4.1)
Issuance of treasury stock for stock-based compensation plans —  —  (17.5) —  —  18.3  0.8  —  0.8 
Stock-based compensation —  —  17.9  —  —  —  17.9  —  17.9 
Other comprehensive loss, net of tax —  —  —  —  (183.0) —  (183.0) (1.9) (184.9)
Dividends attributable to noncontrolling interests —  —  —  —  —  —  —  (2.0) (2.0)
Balance at end of period 426.1  $ 4.3  $ 9,462.7  $ 741.6  $ (474.0) $ (983.7) $ 8,750.9  $ 64.1  $ 8,815.0 
The accompanying notes are an integral part of these condensed consolidated financial statements.
8

INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (CONTINUED)
(Unaudited; in millions)
Nine Month Period Ended September 30, 2023
Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Ingersoll Rand Inc. Stockholders’ Equity Noncontrolling Interests Total Equity
Shares Issued Par
Balance at beginning of period 426.3  $ 4.3  $ 9,476.8  $ 950.9  $ (251.7) $ (984.5) $ 9,195.8  $ 61.4  $ 9,257.2 
Net income —  —  —  548.9  —  —  548.9  4.7  553.6 
Dividends declared —  —  —  (24.3) —  —  (24.3) —  (24.3)
Issuance of common stock for stock-based compensation plans 1.9  —  19.8  —  —  —  19.8  —  19.8 
Purchases of treasury stock —  —  —  —  —  (133.3) (133.3) —  (133.3)
Issuance of treasury stock for stock-based compensation plans —  —  (4.1) —  —  6.5  2.4  —  2.4 
Stock-based compensation —  —  34.6  —  —  —  34.6  —  34.6 
Other comprehensive income (loss), net of tax —  —  —  —  (89.9) —  (89.9) 1.6  (88.3)
Dividends attributable to noncontrolling interests —  —  —  —  —  —  —  (1.9) (1.9)
Balance at end of period 428.2  $ 4.3  $ 9,527.1  $ 1,475.5  $ (341.6) $ (1,111.3) $ 9,554.0  $ 65.8  $ 9,619.8 
Nine Month Period Ended September 30, 2022
Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Ingersoll Rand Inc. Stockholders’ Equity Noncontrolling Interests Total Equity
Shares Issued Par
Balance at beginning of period 423.8  $ 4.3  $ 9,408.6  $ 378.6  $ (41.6) $ (748.4) $ 9,001.5  $ 69.7  $ 9,071.2 
Net income —  —  —  387.3  —  —  387.3  2.5  389.8 
Dividends declared —  —  —  (24.3) —  —  (24.3) —  (24.3)
Issuance of common stock for stock-based compensation plans 2.3  —  13.3  —  —  —  13.3  —  13.3 
Purchases of treasury stock —  —  —  —  —  (257.8) (257.8) —  (257.8)
Issuance of treasury stock for stock-based compensation plans —  —  (20.7) —  —  22.5  1.8  —  1.8 
Stock-based compensation —  —  61.5  —  —  —  61.5  —  61.5 
Other comprehensive loss, net of tax —  —  —  —  (432.4) —  (432.4) (6.1) (438.5)
Dividends attributable to noncontrolling interests —  —  —  —  —  —  —  (2.0) (2.0)
Balance at end of period 426.1  $ 4.3  $ 9,462.7  $ 741.6  $ (474.0) $ (983.7) $ 8,750.9  $ 64.1  $ 8,815.0 
The accompanying notes are an integral part of these condensed consolidated financial statements.
9

INGERSOLL RAND INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
For the Nine Month Period Ended September 30,
2023 2022
Cash Flows From Operating Activities From Continuing Operations:
Net income $ 553.6  $ 389.8 
Income from discontinued operations, net of tax —  0.6 
Income from continuing operations 553.6  389.2 
Adjustments to reconcile income from continuing operations to net cash provided by operating activities from continuing operations:
Amortization of intangible assets 274.3  263.6 
Depreciation 67.2  64.4 
Non-cash restructuring charges 2.1  6.0 
Stock-based compensation expense 35.2  62.3 
Loss on equity method investments 1.2  2.5 
Foreign currency transaction losses (gains), net 1.0  (12.3)
Non-cash adjustments to carrying value of LIFO inventories 14.0  33.0 
Loss on extinguishment of debt 13.5  1.1 
Other non-cash adjustments 7.4  2.0 
Changes in assets and liabilities:
Receivables (62.2) (160.1)
Inventories 10.0  (260.2)
Accounts payable (140.8) 76.4 
Accrued liabilities 82.1  90.2 
Other assets and liabilities, net (62.6) (47.5)
Net cash provided by operating activities from continuing operations 796.0  510.6 
Cash Flows From Investing Activities From Continuing Operations:
Capital expenditures (75.8) (61.1)
Net cash paid in acquisitions (923.8) (62.5)
Disposals of property, plant and equipment 7.6  — 
Other investing 0.3  4.1 
Net cash used in investing activities from continuing operations (991.7) (119.5)
Cash Flows From Financing Activities From Continuing Operations:
Principal payments on long-term debt (1,510.8) (647.1)
Proceeds from long-term debt 1,490.4  — 
Purchases of treasury stock (132.9) (257.8)
Cash dividends on common shares (24.3) (24.3)
Proceeds from stock option exercises 21.9  14.7 
Payments of interest rate cap premiums —  (13.4)
Payments of deferred and contingent acquisition consideration (17.4) (4.1)
Payments of debt issuance costs (17.3) — 
Other financing (3.4) (2.8)
Net cash used in financing activities from continuing operations (193.8) (934.8)
Cash Flows From Discontinued Operations:
Net cash used in operating activities —  (5.0)
Net cash provided by investing activities —  4.4 
Net cash used in discontinued operations —  (0.6)
Effect of exchange rate changes on cash and cash equivalents (26.0) (105.8)
Net decrease in cash and cash equivalents (415.5) (650.1)
Cash and cash equivalents, beginning of period 1,613.0  2,109.6 
Cash and cash equivalents, end of period $ 1,197.5  $ 1,459.5 
Supplemental Cash Flow Information
Cash paid for income taxes, net of refunds $ 196.6  $ 117.1 
Cash paid for interest, net of interest rate derivative settlements 84.1  64.2 
The accompanying notes are an integral part of these condensed consolidated financial statements.
10

INGERSOLL RAND INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; in millions, except share and per share amounts)
Note 1. Basis of Presentation and Recent Accounting Pronouncements
Basis of Presentation
Ingersoll Rand Inc. is a diversified, global provider of mission-critical flow creation products and industrial solutions. The accompanying condensed consolidated financial statements include the accounts of Ingersoll Rand Inc. and its majority-owned subsidiaries (collectively referred to herein as “Ingersoll Rand” or the “Company”).
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting, the instructions for Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. In the Company’s opinion, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods presented. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report”). Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations. See Note 2 “Discontinued Operations” for information on discontinued operations.
The results of operations for the three month period ended September 30, 2023 are not necessarily indicative of future results.
Recently Adopted Accounting Standard Updates (“ASU”)
In October 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this update were effective for fiscal years beginning after December 15, 2022 for public companies. The Company adopted this guidance on January 1, 2023 and applies the guidance prospectively to business combinations completed after this date. The adoption did not have a material impact on our condensed consolidated financial statements.
Supply Chain Finance Program
The Company has adopted ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which requires the following disclosures about supplier finance programs. This adoption had no impact on the Company’s financial position, results of operations or cash flows.
The Company has entered into an agreement with a financial institution to facilitate a supply chain finance program (the “SCF Program”). Under the SCF Program, qualifying suppliers may elect to sell their receivables from the Company to the financial institution. Participating suppliers negotiate arrangements for sale of their receivables directly with the financial institution, and the terms of the Company’s payment obligations are not impacted by a supplier’s participation in the SCF Program. Once a qualifying supplier elects to participate in the SCF Program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices they sell to the financial institution. However, all of the Company’s payments to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether the individual invoice is sold by the supplier to the financial institution. The Company has not pledged any assets as security or provided other forms of guarantees. All outstanding amounts related to suppliers participating in the SCF Program are recorded within “Accounts payable” in our Condensed Consolidated Balance Sheets, and the associated payments are included in “Net cash provided by operating activities from continuing operations” within our Condensed Consolidated Statements of Cash Flows. Included in “Accounts payable” in the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 were $26.5 million and $9.7 million of outstanding payment obligations, respectively, that were sold to the financial institution by participating suppliers.
Note 2. Discontinued Operations
Discontinued operations consists of two formerly-owned businesses: Specialty Vehicle Technologies (“SVT” or “Club Car”) and High Pressure Solutions (“HPS”). The results of operations, financial positions and cash flows of these businesses are reported as discontinued operations for all periods presented in these condensed consolidated financial statements.
11

Specialty Vehicle Technologies
On April 9, 2021, the Company entered into an agreement to sell Club Car to private equity firm Platinum Equity Advisors, LLC for $1.68 billion in cash. The sale was substantially completed on June 1, 2021 and concluded in the third quarter of 2022.
High Pressure Solutions
On February 14, 2021, the Company entered into an agreement to sell the majority interest in its High Pressure Solutions business to private equity firm American Industrial Partners. The Company received net cash proceeds of $278.3 million for its majority interest of 55%, and retained a 45% common equity interest in the newly-formed entity comprising the HPS business. The sale was substantially completed on April 1, 2021 and concluded in the fourth quarter of 2021. The Company expects to maintain its minority investment in HPS indefinitely and is unable to estimate when this interest may be disposed.
Financial information of discontinued operations
Income from discontinued operations, net of tax was $0.5 million and $0.6 million for the three and nine month periods ended September 30, 2022, respectively, and consisted primarily of expenses incurred to finalize separation and fulfill transition services.
Note 3. Acquisitions
Acquisitions in 2023
On January 3, 2023, the Company completed the acquisition of SPX FLOW’s Air Treatment business (“Air Treatment”) for cash consideration of $519.0 million. The business is a manufacturer of desiccant and refrigerated dryers, filtration systems and purifiers for dehydration in compressed air. The acquisition is intended to expand the Company’s offerings of compressor system components through globally recognized brands. The Air Treatment business has been reported within the Industrial Technologies and Services segment. The goodwill arising from the acquisition is attributable to revenue and cost synergies, anticipated growth of new and existing customers, and the assembled workforce. Substantially all of this goodwill is not expected to be deductible for tax purposes.
On February 1, 2023, the Company acquired Paragon Tank Truck Equipment (“Paragon”), a provider of solutions used for loading and unloading dry bulk and liquid tanks on and off of trucks, for cash consideration of $42.2 million. Paragon has been reported within the Industrial Technologies and Services segment.
On April 1, 2023, the Company acquired EcoPlant Technological Innovation Ltd. (“EcoPlant”), for initial cash consideration of $29.5 million and contingent consideration of up to $17.0 million. EcoPlant is a provider of a software-as-a-service platform that dynamically controls compressed air systems to optimize performance and resource consumption. EcoPlant has been reported within the Industrial Technologies and Services segment.
On August 18, 2023, the Company completed the acquisition of Howden Roots LLC (“Roots”), for cash consideration of $291.9 million. Roots is a leading manufacturer of engineered rotary and centrifugal blowers with an iconic brand developed over more than 160 years. The acquisition is intended to expand the Company’s blower product portfolio and benefit from Roots’ robust technical capabilities and exposure to growing sustainability-related applications. Roots has been reported within the Industrial Technologies and Services segment. The goodwill arising from the acquisition is attributable to revenue and cost synergies, anticipated growth of new and existing customers, and the assembled workforce. This goodwill is expected to be deductible for tax purposes.
Other acquisitions completed during the nine months ended September 30, 2023 include several sales and service businesses, substantially all of which have been reported within the Industrial Technologies and Services segment. The aggregate consideration for these acquisitions was $43.1 million.
The following table summarizes the allocation of consideration for all businesses acquired in 2023 to the fair values of identifiable assets acquired and liabilities assumed at the acquisition dates. Initial accounting for acquisitions completed in the third quarter, including Roots, is preliminary, and amounts assigned to acquired assets and liabilities assumed are subject to change as information necessary to complete the analysis is obtained. Initial accounting for all other acquisitions completed in 2023, including Air Treatment, is substantially complete and any further measurement period adjustments are not expected to be material.
12

Air Treatment Roots All Others Total
Accounts receivable $ 26.1  $ 12.4  $ 8.2  $ 46.7 
Inventories 43.9  37.5  16.7  98.1 
Other current assets 2.2  4.4  7.0  13.6 
Property, plant and equipment 18.4  42.6  3.7  64.7 
Goodwill 280.7  100.3  85.9  466.9 
Other intangible assets 238.6  120.4  23.7  382.7 
Other assets 23.9  28.8  0.6  53.3 
Total current liabilities (35.9) (26.1) (14.8) (76.8)
Deferred tax liabilities (72.0) (26.5) (0.2) (98.7)
Other noncurrent liabilities (6.9) (1.9) (3.2) (12.0)
Total consideration $ 519.0  $ 291.9  $ 127.6  $ 938.5 
The aggregate revenue and operating income included in the condensed consolidated financial statements for these acquisitions subsequent to the dates of acquisition was $83.1 million and $2.1 million for the three month period ended September 30, 2023, respectively, and $192.1 million and $9.0 million for the nine month period then ended, respectively. The operating income of these acquired businesses includes the effects of acquisition-related accounting adjustments such as amortization of intangible assets and fair value adjustments to acquired inventory.
Acquisitions in 2022
On February 1, 2022, the Company acquired Houdstermaatschappij Jorc B.V. (“Jorc”), a manufacturer of condensate management products, for aggregate cash consideration of $30.2 million. Jorc has been reported in the Industrial Technologies and Services segment from the date of acquisition.
On September 1, 2022, the Company acquired Westwood Technical Limited (“Westwood Technical”), a control and instrumentation specialist based in the United Kingdom with unique Industrial Internet of Things (IIoT) capabilities, for aggregate cash consideration of $8.1 million and contingent consideration of up to $9.3 million. Westwood Technical has been reported in the Precision and Science Technologies segment from the date of acquisition.
On September 1, 2022, the Company acquired Holtec Gas Systems LLC (“Holtec”), a nitrogen generator manufacturer, for cash consideration of $13.0 million. Holtec has been reported in the Industrial Technologies and Services segment from the date of acquisition.
On September 1, 2022, the Company acquired Hydro Prokav Pumps (India) Private Limited (“Hydro Prokav”) for cash consideration of $14.0 million. Hydro Prokav has been reported in the Precision and Science Technologies segment from the date of acquisition.
On October 1, 2022, the Company acquired Dosatron International L.L.C (“Dosatron International”), a technology solutions provider of water powered dosing pumps and systems, for cash consideration of $89.5 million and contingent consideration of up to $14.7 million. Dosatron International has been reported in the Precision and Science Technologies segment from the date of acquisition.
On November 1, 2022, the Company acquired Pedro Gil Construcciones Mecanicas, S.L. (“Pedro Gil”), a manufacturer of positive displacement blowers, pumps and vacuum systems in the Spanish market, for aggregate cash consideration of $18.4 million. Pedro Gil has been reported in the Industrial Technologies and Services segment from the date of acquisition.
On December 1, 2022, the Company acquired Everest Blowers Private Limited and Everest Blower Systems Private Limited (collectively, “Everest Group”), an Indian market leader for customized blower and vacuum pump solutions, for $75.3 million aggregate cash consideration and contingent consideration initially estimated to be $12.1 million. Everest Group has been reported in the Industrial Technologies and Services segment from the date of acquisition.
Other acquisitions completed during the year ended December 31, 2022 include multiple sales and service businesses and a manufacturer in the Industrial Technologies and Services segment. The aggregate consideration for these acquisitions was $19.9 million.
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The following table summarizes the allocation of consideration for all businesses acquired in 2022 to the fair values of identifiable assets acquired and liabilities assumed at the acquisition dates. Initial accounting for all 2022 acquisitions is complete.
Dosatron International All Others Total
Accounts receivable $ 1.8  $ 16.2  $ 18.0 
Inventories 6.2  20.4  26.6 
Other current assets 0.1  1.3  1.4 
Property, plant and equipment 0.3  8.9  9.2 
Goodwill 57.4  151.9  209.3 
Other intangible assets 41.9  43.0  84.9 
Other assets 13.8  0.9  14.7 
Total current liabilities (3.5) (30.7) (34.2)
Deferred tax liabilities (13.8) (9.7) (23.5)
Other noncurrent liabilities —  (1.9) (1.9)
Total consideration $ 104.2  $ 200.3  $ 304.5 
The revenues included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was $28.1 million and $6.8 million for the three month periods ended September 30, 2023 and 2022, respectively, and $92.2 million and $15.9 million for the nine month periods then ended, respectively. The operating income included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was $5.6 million and $1.0 million for the three month periods ended September 30, 2023 and 2022, respectively, and $14.8 million and $3.0 million for the nine month periods then ended, respectively. The operating income of these acquired businesses include the effects of acquisition-related accounting adjustments such as amortization of intangible assets and fair value adjustments to acquired inventory.
Note 4. Restructuring
2023 Actions
The Company continues to undertake restructuring actions to optimize our cost structure. Charges incurred from actions taken in 2023 include workforce restructuring, facility consolidation and other exit and disposal costs. In the nine month period ended September 30, 2023, we recognized expense of $2.5 million within Industrial Technologies and Services and $2.1 million within Precision and Science Technologies related to the 2023 actions.
Prior Year Actions
Subsequent to the acquisition of and merger with the Industrial business of Ingersoll-Rand plc (“Ingersoll Rand Industrial”) in 2020 (the “Merger”), the Company announced a restructuring program (“2020 Plan”) to create efficiencies and synergies, reduce the number of facilities and optimize operating margin within the merged Company. Through September 30, 2023, we have recognized cumulative expense related to the 2020 Plan of $131.0 million, comprising $104.1 million, $15.4 million and $11.5 million for Industrial Technologies and Services, Precision and Science Technologies and Corporate, respectively. The Company expects to complete all actions by the end of 2023, and does not expect remaining expense under the 2020 Plan to be material.
For the three and nine month periods ended September 30, 2023 and 2022, “Restructuring charges, net” were recognized within “Other operating expense, net” in the Condensed Consolidated Statement of Operations and consisted of the following.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Industrial Technologies and Services $ 0.9  $ 5.7  $ 7.8  $ 18.0 
Precision and Science Technologies 0.9  1.3  1.9  9.4 
Corporate —  (0.3) 0.2  0.7 
Restructuring charges, net $ 1.8  $ 6.7  $ 9.9  $ 28.1 
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The following table summarizes the activity associated with the Company’s restructuring programs for the three and nine month periods ended September 30, 2023 and 2022.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Balance at beginning of period $ 10.5  $ 18.0  $ 14.9  $ 12.3 
Charged to expense - termination benefits 0.7  4.1  4.0  16.6 
Charged to expense - other (1)
0.9  1.4  3.8  5.5 
Payments (2.6) (3.9) (13.4) (12.1)
Currency translation adjustment and other (0.3) (1.9) (0.1) (4.6)
Balance at end of period $ 9.2  $ 17.7  $ 9.2  $ 17.7 
(1)Excludes $0.2 million and $1.2 million of non-cash charges that impacted restructuring expense but not the restructuring liabilities during the three month periods ended September 30, 2023 and 2022, respectively, and $2.1 million and $6.0 million for the nine month periods then ended, respectively.
Note 5. Allowance for Credit Losses
The allowance for credit losses for the three and nine month periods ended September 30, 2023 and 2022 consisted of the following.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Balance at beginning of the period $ 51.2  $ 45.2  $ 47.2  $ 42.3 
Provision charged to expense 3.4  4.6  9.6  11.3 
Write-offs, net of recoveries (0.9) (0.3) (2.6) (1.8)
Foreign currency translation and other (0.6) (1.7) (1.1) (4.0)
Balance at end of the period $ 53.1  $ 47.8  $ 53.1  $ 47.8 
Note 6. Inventories
Inventories as of September 30, 2023 and December 31, 2022 consisted of the following.
September 30, 2023 December 31, 2022
Raw materials, including parts and subassemblies $ 638.5  $ 625.0 
Work-in-process 129.3  122.2 
Finished goods 389.6  338.7 
1,157.4  1,085.9 
LIFO reserve (74.5) (60.5)
Inventories $ 1,082.9  $ 1,025.4 
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Note 7. Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill attributable to each reportable segment for the nine month period ended September 30, 2023 is presented in the table below.
Industrial Technologies and Services Precision and Science Technologies Total
Balance at beginning of period $ 4,222.5  $ 1,841.7  $ 6,064.2 
Acquisitions 464.5  2.4  466.9 
Foreign currency translation and other(1)
(25.4) (15.9) (41.3)
Balance at end of period $ 4,661.6  $ 1,828.2  $ 6,489.8 
(1)Includes measurement period adjustments
As of both September 30, 2023 and December 31, 2022, goodwill included accumulated impairment losses of $220.6 million within the Industrial Technologies and Services segment.
Other Intangible Assets, Net
Other intangible assets as of September 30, 2023 and December 31, 2022 consisted of the following.
September 30, 2023 December 31, 2022
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Amortized intangible assets
Customer lists and relationships $ 3,238.6  $ (1,485.5) $ 1,753.1  $ 3,029.0  $ (1,286.1) $ 1,742.9 
Technology 408.5  (163.7) 244.8  360.0  (124.5) 235.5 
Tradenames 51.1  (26.3) 24.8  46.2  (22.7) 23.5 
Backlog 11.3  (6.8) 4.5  1.0  (0.3) 0.7 
Other 115.4  (101.7) 13.7  113.7  (93.2) 20.5 
Unamortized intangible assets
Tradenames 1,632.1  —  1,632.1  1,555.5  —  1,555.5 
Total other intangible assets $ 5,457.0  $ (1,784.0) $ 3,673.0  $ 5,105.4  $ (1,526.8) $ 3,578.6 
Intangible Asset Impairment Considerations
As of September 30, 2023 and December 31, 2022, there were no indications that the carrying value of goodwill and other intangible assets may not be recoverable.
Note 8. Accrued Liabilities
Accrued liabilities as of September 30, 2023 and December 31, 2022 consisted of the following.
September 30, 2023 December 31, 2022
Salaries, wages and related fringe benefits $ 225.9  $ 223.3 
Contract liabilities 343.7  305.6 
Product warranty 61.0  46.2 
Operating lease liabilities 40.6  39.6 
Restructuring 9.2  14.9 
Taxes 94.0  63.3 
Other 183.3  165.9 
Total accrued liabilities $ 957.7  $ 858.8 
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A reconciliation of the changes in the accrued product warranty liability for the three and nine month periods ended September 30, 2023 and 2022 are as follows.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Balance at beginning of period $ 57.4  $ 43.1  $ 46.2  $ 42.5 
Product warranty accruals 11.1  4.9  35.8  14.3 
Acquired warranty 0.8  —  2.2  — 
Settlements (7.6) (3.5) (22.5) (10.8)
Foreign currency translation and other (0.7) (1.7) (0.7) (3.2)
Balance at end of period $ 61.0  $ 42.8  $ 61.0  $ 42.8 
Note 9. Benefit Plans
Net Periodic Benefit Cost
The following table summarizes the components of net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans recognized for the three and nine month periods ended September 30, 2023 and 2022.
Pension Benefits Other Postretirement Benefits
U.S. Plans Non-U.S. Plans
For the Three Month Period Ended September 30,
2023 2022 2023 2022 2023 2022
Service cost $ 0.1  $ 1.1  $ 0.6  $ 0.8  $ —  $ — 
Interest cost 3.9  2.8  2.8  1.4  0.2  0.2 
Expected return on plan assets (3.3) (3.3) (2.8) (2.8) —  — 
Recognition of:
Unrecognized prior service cost —  —  —  —  0.1  0.1 
Unrecognized net actuarial loss —  —  (0.4) 0.1  (0.2) — 
$ 0.7  $ 0.6  $ 0.2  $ (0.5) $ 0.1  $ 0.3 
Pension Benefits Other Postretirement Benefits
U.S. Plans Non-U.S. Plans
For the Nine Month Period Ended September 30,
2023 2022 2023 2022 2023 2022
Service cost $ 0.1  $ 3.2  $ 1.8  $ 2.5  $ —  $ — 
Interest cost 11.8  8.5  8.3  4.5  0.7  0.5 
Expected return on plan assets (10.0) (9.8) (8.2) (9.0) —  — 
Recognition of:
Unrecognized prior service cost —  —  0.1  0.1  0.1  0.1 
Unrecognized net actuarial loss 0.1  —  (1.3) 0.2  (0.5) — 
2.0  1.9  0.7  (1.7) 0.3  0.6 
Gain on settlement (0.6) (0.9) —  —  —  — 
$ 1.4  $ 1.0  $ 0.7  $ (1.7) $ 0.3  $ 0.6 
The components of net periodic benefit cost other than the service cost component are included in “Other income, net” in the Condensed Consolidated Statements of Operations.
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Note 10. Debt
Debt as of September 30, 2023 and December 31, 2022 is summarized as follows.
September 30, 2023 December 31, 2022
Short-term borrowings $ 4.2  $ 4.5 
Long-term debt:
Dollar Term Loan B, due 2027(1)(2)
352.4  1,846.3 
Dollar Term Loan, due 2027(1)(2)
894.6  901.4 
5.400% Senior Notes, due 2028(1)
498.1  — 
5.700% Senior Notes, due 2033(1)
992.4  — 
Finance leases and other long-term debt 15.6  22.2 
Unamortized debt issuance costs (24.1) (21.8)
Total long-term debt, net, including current maturities 2,729.0  2,748.1 
Current maturities of long-term debt 29.7  32.0 
Total long-term debt, net $ 2,699.3  $ 2,716.1 
(1)This amount is net of unamortized discounts. Total unamortized discounts were $10.2 million and $2.1 million as of September 30, 2023 and December 31, 2022, respectively.
(2)As of September 30, 2023, the applicable interest rate was approximately 7.18% and the weighted-average interest rate was 6.76% for the nine month period ended September 30, 2023.
Senior Notes
On August 14, 2023, the Company completed its issuance of $1,500.0 million in aggregate principal amount of senior unsecured notes comprised of $500.0 million aggregate principal amount of 5.400% Senior Notes due August 2028 (the “2028 Notes”) and $1,000.0 million aggregate principal amount of 5.700% Senior Notes due August 2033 (the “2033 Notes” and, together with the 2028 Notes, the “Notes”). The Company used the proceeds of the offering of the Notes to repay a portion of the amounts outstanding under its Senior Secured Credit Facilities. The Notes were issued pursuant to a base indenture, each dated as of August 14, 2023, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by a 2028 Supplemental Indenture No. 1 with respect to the 2028 Notes and a 2033 Notes Supplemental Indenture No. 1 with respect to the 2033 Notes, each dated as of August 14, 2023, between the Company and the Trustee (collectively, the “Indenture”). The interest payment dates for the Notes are February 14 and August 14 of each year, with interest payable in arrears.
The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other senior unsecured indebtedness, senior in right of payment to all of the Company’s subordinated indebtedness, and effectively junior to all of the indebtedness and other liabilities of the Company’s subsidiaries (including the obligations of the Company’s subsidiaries under the Senior Secured Credit Facilities and to all of the Company’s secured indebtedness (including the Company’s obligations under the Senior Secured Credit Facilities) to the extent of the value of the assets securing such secured indebtedness.
Prior to (i) July 14, 2028, in the case of the 2028 Notes, and (ii) May 14, 2033, in the case of the 2033 Notes, the Company may redeem the Notes of a series at its option, in whole or in part, at any time from time to time, at a “make-whole” premium, plus accrued and unpaid interest thereon to, but not including, the redemption date. On or after (i) July 14, 2028, in the case of the 2028 Notes, and (ii) May 14, 2033, in the case of the 2033 Notes, the Company may redeem the Notes of a series at its option, in whole or in part, at any time from time to time, at a price equal to 100% of the principal amount of the Notes of such series to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date. If the Company experiences certain types of change of control transactions, the Company must offer to repurchase the Notes at 101% of the aggregate principal amount of the Notes repurchased (or such higher amount as the Company may determine) plus accrued and unpaid interest thereon to, but not including, the date of repurchase.
The Indenture contains covenants that limit the Company’s (and its subsidiaries’) ability to, among other things: (i) create liens on certain assets; (ii) consolidate, merge, sell or otherwise dispose of all or substantially all of its consolidated assets; and (iii) enter into sale and leaseback transactions with respect to certain assets. The Indenture also contains customary events of default and covenants for an issuer of investment grade debt securities.
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Senior Secured Credit Facilities
The Senior Secured Credit Facilities provided senior secured financing consisting of (i) a senior secured term loan facility denominated in U.S. dollars (as refinanced and otherwise modified from time to time prior to February 28, 2020, the “Original Dollar Term Loan”), (ii) a senior secured term loan facility denominated in U.S. dollars (entered into at the time of the Merger, the “Dollar Term Loan B”), and (iii) a senior secured revolving credit facility (as refinanced and otherwise modified from time to time the “Revolving Credit Facility”). The Revolving Credit Facility is available to be drawn in U.S. dollars (“USD”), Euros (“EUR”), Great British Pounds (“GBP”) and other reasonably accepted foreign currencies, subject to certain sublimits for the foreign currencies. On April 21 2023, the Company entered into Amendment No. 9 to the Credit Agreement, which (a) extended the maturity date for the revolving credit commitments from June 28, 2024 to April 21, 2028, (b) increased the aggregate revolving credit commitments from $1,100.0 million to $2,000.0 million, and (c) made certain other corresponding changes and updates. Other than as modified by Amendment No. 9, the loans under the Credit Agreement continue to have the same terms and the parties to the Credit Agreement continue to have the same obligations set forth in the Credit Agreement. The amendment resulted in the write-off of unamortized debt issuance costs of $0.9 million which was recognized in “Loss on extinguishment of debt” in the Condensed Consolidated Statements of Operations. In August 2023, the Company repaid a portion of the Dollar Term Loan B which resulted in the write-off of unamortized discounts and debt issuance costs of $12.6 million, which was recognized in “Loss on extinguishment of debt” in the Condensed Consolidated Statements of Operations.
See Note 11 “Debt” to the consolidated financial statements in the Company’s 2022 Annual Report for further information on the Senior Secured Credit Facilities.
As of September 30, 2023, the aggregate amount of commitments under the Revolving Credit Facility was $2,000.0 million and the capacity under the Revolving Credit Facility to issue letters of credit was $400.0 million. As of September 30, 2023, the Company had no outstanding borrowings under the Revolving Credit Facility, no outstanding letters of credit under the Revolving Credit Facility and unused availability under the Revolving Credit Facility of $2,000.0 million.
As of September 30, 2023, we were in compliance with all covenants of our Senior Secured Credit Facilities and our Senior Notes.
Fair Value of Debt
The fair value of the Company's debt instruments at September 30, 2023 was $2.7 billion. The Company measures the fair value of its debt instruments for disclosure purposes based upon observable market prices quoted on public exchanges for similar assets. These fair value inputs are considered Level 2 within the fair value hierarchy. See Note 14, “Fair Value Measurements” for information on the fair value hierarchy.
Note 11. Stock-Based Compensation Plans
The Company has outstanding stock-based compensation awards granted under the 2013 Stock Incentive Plan (“2013 Plan”) and the 2017 Omnibus Incentive Plan (as amended by the First Amendment, dated April 27, 2021, “2017 Plan”) as described in Note 18, “Stock-Based Compensation Plans” to the consolidated financial statements in its 2022 Annual Report.
The Company’s stock-based compensation awards are generally granted in the first quarter of the year and consist of stock options, restricted stock units and performance share units. Eligible employees were also granted restricted stock units, during the three month period ended September 30, 2020, that vest ratably over two years, subject to the passage of time and the employee’s continued employment during such period. In some instances, such as death, awards may vest concurrently with or following an employee’s termination.
Stock-Based Compensation
For the three month periods ended September 30, 2023 and 2022, the Company recognized stock-based compensation expense of $11.2 million and $20.1 million, respectively, and $35.2 million and $62.3 million for the nine month period then ended, respectively. These costs are included in “Cost of sales” and “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations.
In the nine month period ended September 30, 2023, the $35.2 million of stock-based compensation expense included expense for equity awards granted under the 2013 and 2017 Plan of $34.6 million and an increase in the liability for stock appreciation rights (“SAR”) of $0.6 million.
19

As of September 30, 2023, there was $123.7 million of total unrecognized compensation expense related to outstanding stock options, restricted stock unit awards and performance stock unit awards granted to employees and non-employee directors, as well as 400,000 conditional stock options awarded during the third quarter of 2022 to our Chairman and CEO in which the service date precedes the grant date, and will be granted upon achievement of certain performance targets. These 400,000 stock options have not been included in the Stock Option Awards section below since the grant date has not occurred.
Stock Option Awards
Stock options are granted to employees with an exercise price equal to the fair value of the Company’s per share common stock on the date of grant. Stock option awards typically vest over four years or five years and expire ten years from the date of grant.
A summary of the Company’s stock option (including SARs) activity for the nine month period ended September 30, 2023 is presented in the following table (underlying shares in thousands).
Shares Weighted-Average Exercise Price (per share)
Stock options outstanding as of December 31, 2022 6,383  $ 25.22 
Granted 756  58.04 
Exercised or settled (1,245) 17.96 
Forfeited (160) 49.91 
Expired (3) 34.77 
Stock options outstanding as of September 30, 2023 5,731  30.43 
Vested as of September 30, 2023 4,025  22.09 
The following assumptions were used to estimate the fair value of options granted during the nine month periods ended September 30, 2023 and 2022 using the Black-Scholes option-pricing model.
For the Nine Month Period Ended September 30,
Assumptions 2023 2022
Expected life of options (in years)
6.3 - 7.5
6.3
Risk-free interest rate
3.8% - 4.4%
1.9% - 3.1%
Assumed volatility
36.0% - 36.6%
37.1% - 38.3%
Expected dividend rate 0.1  % 0.2  %
Restricted Stock Unit Awards
Restricted stock units are granted to employees and non-employee directors based on the market price of the Company’s common stock on the grant date and recognized in compensation expense over the vesting period. A summary of the Company’s restricted stock unit activity for the nine month period ended September 30, 2023 is presented in the following table (underlying shares in thousands).
Shares Weighted-Average Grant-Date Fair Value
Non-vested as of December 31, 2022 1,005  $ 43.50 
Granted 446  59.15 
Vested (353) 37.52 
Forfeited (94) 51.31 
Non-vested as of September 30, 2023 1,004  51.82 
Performance Share Unit (“PSUs”) Awards
Annually, during the first quarter, the Company grants TSR PSUs to certain officers in which the number of shares issued at the end of the performance period is determined by the Company’s total shareholder return percentile rank versus the S&P 500 index for the three year performance period.
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The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation cost is recognized straight-line over a three year period.
During the third quarter of 2022, the Company granted Special TSR PSUs to its Chairman and CEO that will become earned (but not vested) on the first date during the five year performance period on which the sum of (i) the 60-day volume-weighted average closing price of the Company’s common stock, plus (ii) the cumulative value of any dividends paid during the five year performance period equals or exceeds $81.85. The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation cost is recognized straight-line over a five year period. The Company also granted its Chairman and CEO Special EPS PSUs that are eligible to vest based on the level of compounded annual growth rate of the Company’s Adjusted EPS during the five year performance period. The grant date fair value of these awards is based on the market price of the Company’s common stock on the grant date and recognized as a compensation expense over a 4.3 year period.
A summary of the Company’s performance stock unit activity for the nine month period ended September 30, 2023 is presented in the following table (underlying shares in thousands).
Shares Weighted-Average Grant-Date Fair Value
Non-vested as of December 31, 2022 1,539  $ 44.99 
Granted 149  75.52 
Change in units based on performance 222  29.72 
Vested (444) 29.72 
Forfeited (86) 64.42 
Non-vested as of September 30, 2023 1,380  49.53 
The following assumptions were used to estimate the fair value of performance share units granted during the nine month periods ended September 30, 2023 and 2022 using the Monte Carlo simulation pricing model.
For the Nine Month Period Ended September 30,
Assumptions 2023 2022
Expected term (in years)
2.9
2.9
Risk-free interest rate
4.4%
1.7  %
Assumed volatility
31.8%
36.4  %
Expected dividend rate 0.1  % 0.2  %
Note 12. Accumulated Other Comprehensive Loss
The Company’s other comprehensive income (loss) consists of (i) unrealized foreign currency net gains and losses on the translation of the assets and liabilities of its foreign operations; (ii) realized and unrealized foreign currency gains and losses on certain hedges of net investments in foreign operations, net of income taxes; (iii) unrealized gains and losses on cash flow hedges (consisting of interest rate swap and cap contracts), net of income taxes; and (iv) pension and other postretirement prior service cost and actuarial gains or losses, net of income taxes. See Note 9 “Benefit Plans” and Note 13 “Hedging Activities and Derivative Instruments.”
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The before tax income (loss) and related income tax effect are as follows.
For the Three Month Period Ended September 30,
2023 2022
Before-Tax Amount Tax Benefit (Expense) Net of Tax Amount Before-Tax Amount Tax Benefit (Expense) Net of Tax Amount
Foreign currency translation adjustments, net $ (74.6) $ (0.7) $ (75.3) $ (207.9) $ —  $ (207.9)
Unrecognized gains (losses) on cash flow hedges (3.4) 0.9  (2.5) 26.1  (6.5) 19.6 
Pension and other postretirement benefit prior service cost and gain or loss, net (0.8) 0.2  (0.6) 7.0  (1.7) 5.3 
Other comprehensive loss $ (78.8) $ 0.4  $ (78.4) $ (174.8) $ (8.2) $ (183.0)
For the Nine Month Period Ended September 30,
2023 2022
Before-Tax Amount Tax Benefit (Expense) Net of Tax Amount Before-Tax Amount Tax Benefit (Expense) Net of Tax Amount
Foreign currency translation adjustments, net $ (75.0) $ (16.1) $ (91.1) $ (413.0) $ (35.8) $ (448.8)
Unrecognized gains on cash flow hedges 4.1  (1.0) 3.1  19.8  (5.6) 14.2 
Pension and other postretirement benefit prior service cost and gain or loss, net (2.5) 0.6  (1.9) 2.9  (0.7) 2.2 
Other comprehensive loss $ (73.4) $ (16.5) $ (89.9) $ (390.3) $ (42.1) $ (432.4)
The tables above include only the other comprehensive income (loss), net of tax, attributable to Ingersoll Rand Inc. Other comprehensive income (loss), net, attributable to noncontrolling interest holders was $0.8 million and $(1.9) million for the three month periods ended September 30, 2023 and 2022, respectively, and $1.6 million and $(6.1) million for the nine month periods ended September 30, 2023 and 2022, respectively, and related entirely to foreign currency translation adjustments.
Changes in accumulated other comprehensive loss by component for the nine month periods ended September 30, 2023 and 2022 are presented in the following table net of tax.
Foreign Currency Translation Adjustments, Net Cash Flow Hedges Pension and Other Postretirement Benefit Plans Total
Balance as of December 31, 2022 $ (282.8) $ 16.0  $ 15.1  $ (251.7)
Other comprehensive income (loss) before reclassifications (80.1) 11.2  (0.3) (69.2)
Amounts reclassified from accumulated other comprehensive loss (11.0) (8.1) (1.6) (20.7)
Other comprehensive income (loss) (91.1) 3.1  (1.9) (89.9)
Balance as of September 30, 2023 $ (373.9) $ 19.1  $ 13.2  $ (341.6)
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Foreign Currency Translation Adjustments, Net Cash Flow Hedges Pension and Other Postretirement Benefit Plans Total
Balance as of December 31, 2021 $ (29.9) $ —  $ (11.7) $ (41.6)
Other comprehensive income (loss) before reclassifications (444.5) 12.3  2.6  (429.6)
Amounts reclassified from accumulated other comprehensive loss (4.3) 1.9  (0.4) (2.8)
Other comprehensive income (loss) (448.8) 14.2  2.2  (432.4)
Balance as of September 30, 2022 $ (478.7) $ 14.2  $ (9.5) $ (474.0)
Reclassifications out of accumulated other comprehensive loss for the nine month periods ended September 30, 2023 and 2022 are presented in the following table.
Amount Reclassified from Accumulated Other Comprehensive Loss
Details about Accumulated Other Comprehensive Loss Components
For the Nine Month Period Ended September 30, Affected Line(s) in the Statement Where Net Income is Presented
2023 2022
Cash flow hedges (interest rate swaps and caps) $ (10.8) $ 2.5  Interest expense
Provision (benefit) for income taxes 2.7  (0.6) Provision for income taxes
Cash flow hedges (interest rate swaps and caps), net of tax $ (8.1) $ 1.9 
Net investment hedges $ (14.7) $ (5.7) Interest expense
Provision for income taxes 3.7  1.4  Provision for income taxes
Net investment hedges, net of tax $ (11.0) $ (4.3)
Amortization of defined benefit pension and other postretirement benefit items(1)
$ (2.1) $ (0.5) Cost of sales and Selling and administrative expenses
Provision for income taxes 0.5  0.1  Provision for income taxes
Amortization of defined benefit pension and other postretirement benefit items, net of tax $ (1.6) $ (0.4)
Total reclassifications for the period, net of tax $ (20.7) $ (2.8)
(1)These components are included in the computation of net periodic benefit cost. See Note 9 “Benefit Plans” for additional details.
Note 13. Hedging Activities and Derivative Instruments
Hedging Activities
The Company is exposed to certain market risks during the normal course of its business arising from adverse changes in interest rates and foreign currency exchange rates. The Company selectively uses derivative financial instruments (“derivatives”), including cross-currency interest rate swap and foreign currency forward contracts and interest rate swap and cap contracts, to manage the risks from fluctuations in foreign currency exchange rates and interest rates, respectively. The Company does not purchase or hold derivatives for trading or speculative purposes.
The Company’s exposure to interest rate risk results primarily from its variable-rate borrowings. The Company manages its debt centrally, considering tax consequences and its overall financing strategies. The Company manages its exposure to interest rate risk by using interest rate derivatives as cash flow hedges of variable rate debt in order to adjust the relative fixed and variable proportions.
A substantial portion of the Company’s operations is conducted by its subsidiaries outside of the United States in currencies other than the USD. Almost all of the Company’s non-U.S. subsidiaries conduct their business primarily in their local currencies, which are also their functional currencies. The USD, the EUR, GBP, Chinese Renminbi and Indian rupee are the principal currencies in which the Company and its subsidiaries enter into transactions. The Company is exposed to the impacts of changes in foreign currency exchange rates on the translation of its non-U.S.
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subsidiaries’ assets, liabilities and earnings into USD. The Company manages this exposure by having certain U.S. subsidiaries borrow in currencies other than the USD or utilizing cross-currency interest rate swaps as net investment hedges.
The Company and its subsidiaries are also subject to the risk that arises when they, from time to time, enter into transactions in currencies other than their functional currency. To mitigate this risk, the Company and its subsidiaries typically settle intercompany trading balances at least quarterly. The Company also selectively uses forward currency contracts to manage this risk. These contracts for the sale or purchase of European and other currencies generally mature within one year.
Derivative Instruments
The following table summarizes the notional amounts, fair values and classification of the Company’s outstanding derivatives by risk category and instrument type within the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022.
September 30, 2023
Derivative Classification
Notional Amount(1)
Fair Value(1) Other Current Assets
Fair Value(1) Other Assets
Fair Value(1) Accrued Liabilities
Fair Value(1) Other Liabilities
Derivatives Designated as Hedging Instruments
Interest rate swap contracts Cash flow $ 528.5  $ 11.5  $ 5.4  $ —  $ — 
Cross-currency interest rate swap contracts Net investment 1,054.2  16.7  —  —  19.5 
Derivatives Not Designated as Hedging Instruments
Foreign currency forwards Fair value $ 7.3  $ —  $ —  $ —  $ — 
December 31, 2022
Derivative Classification
Notional Amount(1)
Fair Value(1) Other Current Assets
Fair Value(1) Other Assets
Fair Value(1) Accrued Liabilities
Fair Value(1) Other Liabilities
Derivatives Designated as Hedging Instruments
Interest rate swap contracts Cash Flow $ 528.5  $ 8.8  $ 5.3  $ —  $ — 
Interest rate cap contracts Cash flow 1,000.0  8.3  9.8  —  — 
Cross-currency interest rate swap contracts Net investment 1,054.2  17.7  —  —  28.7 
Derivatives Not Designated as Hedging Instruments
Foreign currency forwards Fair Value $ 7.3  $ —  $ —  $ —  $ — 
Foreign currency forwards Fair Value 15.8  —  —  —  — 
(1)Notional amounts represent the gross contract amounts of the outstanding derivatives excluding the total notional amount of positions that have been effectively closed through offsetting positions. The net gains and net losses associated with positions that have been effectively closed through offsetting positions but not yet settled are included in the asset and liability derivatives fair value columns, respectively.
Payments of interest rate cap premiums are classified as financing cash flows in the Condensed Consolidated Statements of Cash Flows. All other cash flows related to derivatives are classified as operating cash flows in the Condensed Consolidated Statements of Cash Flows.
There were no off-balance sheet derivative instruments as of September 30, 2023 or December 31, 2022.
Interest Rate Swap and Cap Contracts Designated as Cash Flow Hedges
As of September 30, 2023, the Company was the fixed rate payor on two interest rate swap contracts that effectively fix the SOFR-based index used to determine the interest rates charged on a total of $528.5 million of the Company’s SOFR-based variable rate borrowings. These contracts carry a fixed rate of 3.2% and expire in 2025. These swap agreements qualify as hedging instruments and have been designated as cash flow hedges of forecasted SOFR-based interest payments. Based on SOFR-based swap yield curves as of September 30, 2023, the Company expects to reclassify gains of $11.5 million out of accumulated other comprehensive income (“AOCI”) into earnings during the next 12 months.
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The Company was previously a party to interest rate cap contracts that effectively limited the SOFR-based interest rates charged on a portion of the Company’s variable rate borrowings to 4.0%. The Company and its counterparties terminated these contracts in August 2023. Prior to their termination, these cap contracts qualified as hedging instruments and were designated as cash flow hedges of forecasted interest payments. These forecasted interest payments are still expected to occur as specified in the Company’s hedge designations; therefore, the unrecognized gain at the time of termination will be reclassified into earnings over the remaining period of original term of the contracts, ending in June 2025. The unrecognized gain remaining in AOCI as of September 30, 2023 was $8.4 million, of which $6.1 million is expected to be reclassified into earnings during the next 12 months.
Gains on derivatives designated as cash flow hedges included in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine month periods ended September 30, 2023 and 2022 are as presented in the table below.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Gain recognized in OCI on derivatives $ 1.4  $ 23.7  $ 14.9  $ 17.1 
Gain (loss) reclassified from AOCI into income (effective portion)(1)
4.8  (2.4) 10.8  (2.5)
(1)Gains (losses) on derivatives reclassified from AOCI into income were included within “Interest expense” in the Condensed Consolidated Statements of Operations.
Cross-Currency Interest Rate Swap Contracts Designated as Net Investment Hedges
As of September 30, 2023, the Company was the fixed rate payor on two cross-currency interest rate swap contracts that replace a fixed rate of 3.2% on a total of $528.5 million with a fixed rate of 1.6% on a total of €500.0 million. These contracts expire in 2025. These contracts have been designated as net investment hedges of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity.
As of September 30, 2023, the Company entered into three cross-currency interest rate swap contracts where we receive SOFR on a total of $525.7 million and pay EURIBOR on a total of €500.0 million. These contracts expire in 2025. These contracts have been designated as net investment hedges of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity.
Gains on derivatives designated as net investment hedges included in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine month periods ended September 30, 2023 and 2022 are as presented in the table below.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Gain recognized in OCI on derivatives $ 35.0  $ 65.9  $ 22.9  $ 71.9 
Gain reclassified from AOCI into income (effective portion)(1)
4.5  5.6  14.7  5.7 
(1)Gains on derivatives reclassified from AOCI into income were included within “Interest expense” in the Condensed Consolidated Statements of Operations.
Foreign Currency Forwards Not Designated as Hedging Instruments
The Company had one foreign currency forward contract outstanding as of September 30, 2023 with a notional amount of $7.3 million. This contract is used to hedge the change in fair value of recognized foreign currency denominated assets or liabilities caused by changes in currency exchange rates. The changes in the fair value of this contract generally offset the changes in the fair value of a corresponding amount of the hedged items, both of which are included within “Other operating expense, net” in the Condensed Consolidated Statements of Operations. The Company’s foreign currency forward contract is subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract with that certain counterparty. It is the Company’s practice to recognize the gross amounts in the Condensed Consolidated Balance Sheets. The amount available to be netted is not material.
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The Company’s gains (losses) on derivative instruments not designated as accounting hedges and total net foreign currency gains (losses) for the three and nine month periods ended September 30, 2023 and 2022 were as follows.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Foreign currency forward contracts gains (losses) $ (0.1) $ (0.1) $ 0.1  $ 3.0 
Total foreign currency transaction gains (losses), net (1.1) 6.7  (1.0) 12.3 
Foreign Currency Denominated Debt Designated as a Net Investment Hedge
In February 2020, the Company designated its Euro Term Loan, which had a principal balance at that time of €601.2 million, as a hedge of the Company’s net investment in subsidiaries with a functional currency of euro. This loan was repaid in June 2022 and the hedge has been discontinued. The Company’s gains, net of income tax, associated with changes in the value of debt for the nine month period ended September 30, 2022 was $36.4 million.
Note 14. Fair Value Measurements
A financial instrument is defined as cash or cash equivalents, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from another party. The Company’s financial instruments consist primarily of cash and cash equivalents, trade accounts receivables, trade accounts payables, deferred compensation assets and obligations, acquisition related contingent consideration obligations, derivatives and debt instruments. The carrying values of cash and cash equivalents, trade accounts receivables, trade accounts payables, and variable rate debt instruments are a reasonable estimate of their respective fair values.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or more advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows.
Level 1    Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date.
Level 2    Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities as of the reporting date.
Level 3    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022.
September 30, 2023
Level 1 Level 2 Level 3 Total
Financial Assets
Trading securities held in deferred compensation plan(1)
$ 15.0  $ —  $ —  $ 15.0 
Interest rate swaps(2)
—  16.9  —  16.9 
Cross-currency interest rate swaps(4)
—  16.7  —  16.7 
Foreign currency forwards(5)
—  —  —  — 
Total $ 15.0  $ 33.6  $ —  $ 48.6 
Financial Liabilities
Deferred compensation plans(1)
$ 21.5  $ —  $ —  $ 21.5 
Cross-currency interest rate swaps(4)
—  19.5  —  19.5 
Contingent consideration(6)
—  —  42.3  42.3 
Total $ 21.5  $ 19.5  $ 42.3  $ 83.3 
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December 31, 2022
Level 1 Level 2 Level 3 Total
Financial Assets
Trading securities held in deferred compensation plan(1)
$ 12.3  $ —  $ —  $ 12.3 
Interest rate swaps(2)
—  14.1  —  14.1 
Interest rate caps(3)
—  18.1  —  18.1 
Cross-currency interest rate swaps(4)
—  17.7  —  17.7 
Foreign currency forwards(5)
—  —  —  — 
Total $ 12.3  $ 49.9  $ —  $ 62.2 
Financial Liabilities
Deferred compensation plan(1)
$ 19.6  $ —  $ —  $ 19.6 
Cross-currency interest rate swaps(4)
—  28.7  —  28.7 
Contingent consideration(6)
—  —  43.9  43.9 
Foreign currency forwards(5)
—  —  —  — 
Total $ 19.6  $ 28.7  $ 43.9  $ 92.2 
(1)Based on the quoted price of publicly traded mutual funds and other equity securities which are classified as trading securities and accounted for using the mark-to-market method.
(2)Measured as the present value of all expected future cash flows based on the SOFR-based swap yield curves as of September 30, 2023. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparties.
(3)Measured as the present value of all expected future cash flows that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market volatilities and interest rate curves.
(4)Measured as the present value of all expected future cash flows on each leg of the contracts. The model utilizes inputs of observable market data including interest yield curves and foreign currency exchange rates. The present value calculation uses cross-currency basis-adjusted discount factors that have been adjusted to reflect the credit quality of the Company and its counterparties.
(5)Based on calculations that use readily observable market parameters at their basis, such as spot and forward rates.
(6)Measured as the present value of expected consideration payable for completed acquisitions, generally derived using probability-weighted analysis of achieving projected revenue or EBITDA targets.
Contingent Consideration
Certain of the Company’s acquisitions may result in payments of consideration in future periods that are contingent upon the achievement of certain targets, generally measures of revenue and EBITDA. As part of the initial accounting for the acquisition, a liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is re-measured at each reporting period, and the change in fair value is recognized within “Other operating expense, net” in the Condensed Consolidated Statements of Operations. This fair value measurement of contingent consideration is categorized within Level 3 of the fair value hierarchy, as the measurement amount is based primarily on significant inputs that are not observable in the market.
The following table provides a reconciliation of the activity for contingent consideration for the three and nine month period ended September 30, 2023.
For the Three Month Period Ended
September 30, 2023
For the Nine Month Period Ended
September 30, 2023
Balance at beginning of the period $ 62.5  $ 43.9 
Acquisitions 0.7  13.5 
Changes in fair value 0.1  8.5 
Payments (20.1) (23.2)
Foreign currency translation (0.9) (0.4)
Balance at end of the period $ 42.3  $ 42.3 
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As of September 30, 2023, the contingent consideration included in “Accrued liabilities” and “Other liabilities” on the Condensed Consolidated Balance Sheets were $0.6 million and $41.7 million, respectively.
Note 15. Revenue from Contracts with Customers
Overview
The Company recognizes revenue when the Company has satisfied its obligation and control is transferred to the customer. The amount of revenue recognized includes adjustments for any variable consideration, such as rebates, sales discounts, liquidated damages, etc., which are included in the transaction price, and allocated to each performance obligation. The variable consideration is estimated throughout the course of the contract using the Company’s best estimates.
The majority of the Company’s revenues are derived from short duration contracts and revenue is recognized at a single point in time when control is transferred to the customer, generally at shipment or when delivery has occurred or services have been rendered.
The Company has certain long duration engineered to order (“ETO”) contracts that require highly engineered solutions designed to customer specific applications. For contracts where the contractual deliverables have no alternative use and the contract termination clauses provide for the recovery of cost plus a reasonable margin, revenue is recognized over time based on the Company’s progress in satisfying the contractual performance obligations, generally measured as the ratio of actual costs incurred to date to the estimated total costs to complete the contract. For contracts with termination provisions that do not provide for recovery of cost and a reasonable margin, revenue is recognized at a point in time, generally at shipment or delivery to the customer. Identification of performance obligations, determination of alternative use, assessment of contractual language regarding termination provisions, and estimation of total project costs are all significant judgments required in the application of ASC 606.
Contractual specifications and requirements may be modified. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. In the event a contract modification is for goods or services that are not distinct in the contract, and therefore, form part of a single performance obligation that is partially satisfied as of the modification date, the effect of the contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates, is recognized on a cumulative catch-up basis.
Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Sales commissions are generally due at either collection of payment from customers or recognition of revenue. Applying the practical expedient from ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in “Selling and administrative expenses” in the Condensed Consolidated Statements of Operations.
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Disaggregation of Revenue
The following tables provide disaggregated revenue by reportable segment for the three and nine month periods ended September 30, 2023 and 2022.
Industrial Technologies and Services Precision and Science Technologies Total
Three Month Period Ended September 30,
2023 2022 2023 2022 2023 2022
Primary Geographic Markets
United States $ 590.3  $ 494.5  $ 144.8  $ 140.4  $ 735.1  $ 634.9 
Other Americas 92.3  83.2  7.6  7.7  99.9  90.9 
Total Americas 682.6  577.7  152.4  148.1  835.0  725.8 
EMEIA 449.7  347.9  114.6  109.1  564.3  457.0 
Asia Pacific 296.1  274.0  43.5  58.9  339.6  332.9 
Total $ 1,428.4  $ 1,199.6  $ 310.5  $ 316.1  $ 1,738.9  $ 1,515.7 
Product Categories
Original equipment $ 862.7  $ 723.7  $ 246.6  $ 257.0  $ 1,109.3  $ 980.7 
Aftermarket 565.7  475.9  63.9  59.1  629.6  535.0 
Total $ 1,428.4  $ 1,199.6  $ 310.5  $ 316.1  $ 1,738.9  $ 1,515.7 
Pattern of Revenue Recognition
Revenue recognized at point in time(1)
$ 1,306.6  $ 1,099.6  $ 309.2  $ 315.1  $ 1,615.8  $ 1,414.7 
Revenue recognized over time(2)
121.8  100.0  1.3  1.0  123.1  101.0 
Total $ 1,428.4  $ 1,199.6  $ 310.5  $ 316.1  $ 1,738.9  $ 1,515.7 
Industrial Technologies and Services Precision and Science Technologies Total
Nine Month Period Ended September 30,
2023 2022 2023 2022 2023 2022
Primary Geographic Markets
United States $ 1,698.3  $ 1,378.2  $ 429.8  $ 410.4  $ 2,128.1  $ 1,788.6 
Other Americas 271.2  237.5  22.0  23.1  293.2  260.6 
Total Americas 1,969.5  1,615.7  451.8  433.5  2,421.3  2,049.2 
EMEIA 1,304.2  1,023.0  341.9  324.0  1,646.1  1,347.0 
Asia Pacific 850.3  751.0  137.0  145.4  987.3  896.4 
Total $ 4,124.0  $ 3,389.7  $ 930.7  $ 902.9  $ 5,054.7  $ 4,292.6 
Product Categories
Original equipment $ 2,496.0  $ 2,035.7  $ 736.4  $ 730.2  $ 3,232.4  $ 2,765.9 
Aftermarket 1,628.0  1,354.0  194.3  172.7  1,822.3  1,526.7 
Total $ 4,124.0  $ 3,389.7  $ 930.7  $ 902.9  $ 5,054.7  $ 4,292.6 
Pattern of Revenue Recognition
Revenue recognized at point in time(1)
$ 3,793.3  $ 3,122.1  $ 926.5  $ 899.3  $ 4,719.8  $ 4,021.4 
Revenue recognized over time(2)
330.7  267.6  4.2  3.6  334.9  271.2 
Total $ 4,124.0  $ 3,389.7  $ 930.7  $ 902.9  $ 5,054.7  $ 4,292.6 
(1)Revenues from short and long duration product and service contracts recognized at a point in time when control is transferred to the customer generally when product delivery has occurred and services have been rendered.
(2)Revenues primarily from long duration ETO product contracts and certain contracts for delivery of a significant volume of substantially similar products recognized over time as contractual performance obligations are completed.
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Performance Obligations
As of September 30, 2023, for contracts with an original duration greater than one year, the Company expects to recognize revenue in the future related to unsatisfied (or partially satisfied) performance obligations of $668.6 million in the next twelve months and $628.1 million in periods thereafter. The performance obligations that are unsatisfied (or partially satisfied) are primarily related to orders for goods or services that were placed prior to the end of the reporting period and have not been delivered to the customer, on-going work on ETO contracts where revenue is recognized over time and service contracts with an original duration greater than one year.
Contract Balances
The following table provides the contract balances as of September 30, 2023 and December 31, 2022 presented in the Condensed Consolidated Balance Sheets.
September 30, 2023 December 31, 2022
Accounts receivable, net $ 1,216.1  $ 1,122.0 
Contract assets 57.0  70.6 
Contract liabilities - current 343.7  305.6 
Contract liabilities - noncurrent 1.1  1.1 
Note 16. Income Taxes
The following table summarizes the Company’s provision for income taxes and effective income tax provision rate for the three and nine month periods ended September 30, 2023 and 2022.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Income before income taxes $ 273.8  $ 173.2  $ 723.7  $ 496.3 
Provision for income taxes $ 60.3  $ 30.3  $ 168.9  $ 104.6 
Effective income tax provision rate 22.0  % 17.5  % 23.3  % 21.1  %
The increase in the provision for income taxes and increase in the effective income tax provision rate for the three month period ended September 30, 2023 when compared to the same three month period of 2022 is primarily due to an increase in the pretax book income in jurisdictions with higher effective tax rates combined with decreased earnings in jurisdictions with lower tax rates.
The increase in the provision for income taxes and increase in the effective income tax provision rate for the nine month period ended September 30, 2023 when compared to the same nine month period of 2022 is primarily due to an increase in the pretax book income in jurisdictions with higher effective tax rates combined with decreased earnings in jurisdictions with lower tax rates and a change in tax law guidance causing a discrete tax cost in the second quarter.
Note 17. Other Operating Expense, Net
The components of “Other operating expense, net” for the three and nine month periods ended September 30, 2023 and 2022 were as follows.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Foreign currency transaction losses (gains), net $ 1.1  $ (6.7) $ 1.0  $ (12.3)
Restructuring charges, net(1)
1.8  6.7  9.9  28.1 
Acquisition and other transaction related expenses(2)
10.4  12.1  38.4  25.0 
Other, net 0.2  0.7  4.4  2.6 
Total other operating expense, net $ 13.5  $ 12.8  $ 53.7  $ 43.4 
(1)See Note 4 “Restructuring.”
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(2)Represents costs associated with successful and abandoned acquisitions, including third-party expenses and post-closure integration costs.
Note 18. Contingencies
The Company is a party to various legal proceedings, lawsuits and administrative actions, which are of an ordinary or routine nature for a company of its size and sector. The Company believes that such proceedings, lawsuits and administrative actions will not materially adversely affect its operations, financial condition, liquidity or competitive position. For further description of the Company’s contingencies, reference is made to Note 21, “Contingencies” in the notes to consolidated financial statements in the Company’s 2022 Annual Report.
Asbestos and Silica Related Litigation
The Company believes that the pending and future asbestos and silica-related lawsuits are not likely to, in the aggregate, have a material adverse effect on its consolidated financial position, results of operations or liquidity. “Accrued liabilities” and “Other liabilities” of the Condensed Consolidated Balance Sheets include a total litigation reserve of $130.4 million and $137.9 million as of September 30, 2023 and December 31, 2022, respectively, with regards to potential liability arising from the Company’s asbestos-related litigation. Asbestos related defense costs are excluded from the asbestos claims liability and are recorded separately as services are incurred. In the event of unexpected future developments, it is possible that the ultimate resolution of these matters may be material to the Company’s consolidated financial position, results of operation or liquidity.
The Company has entered into a series of agreements with certain of its or its predecessors’ legacy insurers and certain potential indemnitors to secure insurance coverage and/or reimbursement for the costs associated with the asbestos and silica-related lawsuits filed against the Company. The Company has an insurance recovery receivable for probable asbestos related recoveries of approximately $153.9 million and $154.2 million as of September 30, 2023 and December 31, 2022, respectively, which was included in “Other assets” in the Condensed Consolidated Balance Sheets. The amounts recorded by the Company for asbestos-related liabilities and insurance recoveries are based on currently available information and assumptions that the Company believes are reasonable based on an evaluation of relevant factors. The actual liabilities or insurance recoveries could be higher or lower than those recorded if actual results vary significantly from the assumptions.
Environmental Matters
The Company has been identified as a potentially responsible party (“PRP”) with respect to several sites designated for cleanup under U.S. federal “Superfund” or similar state laws that impose liability for cleanup of certain waste sites and for related natural resource damages. The Company has undiscounted accrued liabilities of $14.8 million and $13.5 million as of September 30, 2023 and December 31, 2022, respectively, on its Condensed Consolidated Balance Sheets to the extent costs are known or can be reasonably estimated for its remaining financial obligations in relation to environmental matters and does not anticipate that any of these matters will result in material additional costs beyond amounts accrued. Based upon consideration of currently available information, the Company does not anticipate any material adverse effect on its results of operations, financial condition, liquidity or competitive position as a result of compliance with federal, state, local or foreign environmental laws or regulations, or cleanup costs relating to these matters.
Note 19. Segment Results
A description of the Company’s two reportable segments is presented below.
In the Industrial Technologies and Services segment, the Company designs, manufactures, markets and services a broad range of compression and vacuum equipment as well as fluid transfer equipment, loading systems, power tools and lifting equipment. The Company’s compression and vacuum products are used worldwide in industrial manufacturing, transportation, chemical processing, food and beverage production, energy, environmental and other applications. In addition to equipment sales, the Company offers a broad portfolio of service options tailored to customer needs and complete range of aftermarket parts, air treatment equipment, controls and other accessories. The Company’s engineered loading systems and fluid transfer equipment ensure the safe handling and transfer of crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials. The Company’s power tools and lifting equipment are used by customers in industrial manufacturing, vehicle maintenance, energy and other markets for precision fastening, bolt removal, grinding, sanding, drilling, demolition and the safe and efficient lifting, positioning and movement of loads. The Company sells its products primarily through independent distributors worldwide and also sells directly to the customer.
In the Precision and Science Technologies segment, the Company designs, manufactures and markets a broad range of specialized positive displacement pumps, fluid management equipment and aftermarket parts for medical, laboratory, industrial manufacturing, water and wastewater, chemical processing, energy, food and beverage, agriculture and other markets.
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The Company’s products are used for a diverse set of applications including precision dosing of chemicals and supplements, blood dialysis, oxygen therapy, food processing, fluid transfer and dispensing, spray finishing and coating, mixing, high-pressure air and gas management and others. The Company sells primarily through a broad global network of specialized and national distributors and original equipment manufacturers (“OEM”) who integrate the Company’s products into their devices and systems.
The Chief Operating Decision Maker (“CODM”) evaluates the performance of the Company’s reportable segments based on, among other measures, Segment Adjusted EBITDA. Management closely monitors the Segment Adjusted EBITDA of each reportable segment to evaluate past performance and actions required to improve profitability. Inter-segment sales and transfers are not significant. Administrative expenses related to the Company’s corporate offices and shared service centers in North America and Europe, which includes transaction processing, accounting and other business support functions, are allocated to the business segments. Certain administrative expenses, including senior management compensation, treasury, internal audit, tax compliance, certain information technology, and other corporate functions, are not allocated to the business segments.
The following table provides summarized information about the Company’s operations by reportable segment and reconciles Segment Adjusted EBITDA to Income from Continuing Operations Before Income Taxes for the three and nine month periods ended September 30, 2023 and 2022.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Revenue
Industrial Technologies and Services $ 1,428.4  $ 1,199.6  $ 4,124.0  $ 3,389.7 
Precision and Science Technologies 310.5  316.1  930.7  902.9 
Total Revenue $ 1,738.9  $ 1,515.7  $ 5,054.7  $ 4,292.6 
Segment Adjusted EBITDA
Industrial Technologies and Services $ 410.9  $ 314.0  $ 1,134.0  $ 853.4 
Precision and Science Technologies 94.2  92.0  278.7  254.8 
Total Segment Adjusted EBITDA $ 505.1  $ 406.0  $ 1,412.7  $ 1,108.2 
Less items to reconcile Segment Adjusted EBITDA to Income from Continuing Operations Before Income Taxes:
Corporate expenses not allocated to segments $ 43.6  $ 29.9  $ 126.4  $ 93.6 
Interest expense 39.6  26.6  119.3  68.8 
Depreciation and amortization expense (a)
114.6  114.2  338.7  325.4 
Restructuring and related business transformation costs (b)
2.2  7.2  12.4  30.9 
Acquisition and other transaction related expenses and non-cash charges (c)
14.8  12.1  46.6  27.0 
Stock-based compensation (d)
11.2  27.1  35.2  69.3 
Foreign currency transaction losses (gains), net 1.1  (6.7) 1.0  (12.3)
Loss on extinguishment of debt 12.6  —  13.5  1.1 
Adjustments to LIFO inventories (0.3) 33.0  14.0  33.0 
Cybersecurity incident costs (e)
0.1  —  2.3  — 
Gain on settlement of post-acquisition contingencies (f)
—  (6.2) —  (6.2)
Other adjustments (g)
(8.2) (4.4) (20.4) (18.7)
Income from Continuing Operations Before Income Taxes 273.8  173.2  723.7  496.3 
Provision for income taxes 60.3  30.3  168.9  104.6 
Income (loss) on equity method investments (3.9) 2.6  (1.2) (2.5)
Income from Continuing Operations 209.6  145.5  553.6  389.2 
Income from discontinued operations, net of tax —  0.5  —  0.6 
Net Income $ 209.6  $ 146.0  $ 553.6  $ 389.8 
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a)Depreciation and amortization expense excludes $1.1 million and $0.8 million of depreciation of rental equipment for the three month periods ended September 30, 2023 and 2022, respectively, and excludes $2.8 million and $2.6 million for the nine month periods ended September 30, 2023 and 2022, respectively.
b)Restructuring and related business transformation costs consist of the following.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Restructuring charges $ 1.8  $ 6.7  $ 9.9  $ 28.1 
Facility reorganization, relocation and other costs 0.4  0.5  2.5  2.8 
Total restructuring and related business transformation costs $ 2.2  $ 7.2  $ 12.4  $ 30.9 
c)Represents costs associated with successful and abandoned acquisitions, including third-party expenses, post-closure integration costs and non-cash charges and credits arising from fair value purchase accounting adjustments.
d)Represents stock-based compensation expense recognized for the three and nine month periods ended September 30, 2022 of $20.1 million and $62.3 million, respectively, and increased by $7.0 million for the three and nine month periods ended September 30, 2022, due to costs associated with employer taxes related to the All-Employee Equity Grant.
e)Represents non-recoverable costs associated with a cybersecurity event.
f)Represents a gain from settling post-acquisition contingencies related to the Merger outside of the measurement period.
g)Includes (i) pension and other postemployment plan costs other than service cost, (ii) interest income on cash and cash equivalents and (iii) other miscellaneous adjustments.
Note 20. Earnings Per Share
The calculation of earnings per share is based on the weighted-average number of the Company’s shares outstanding for the applicable period. The calculation of diluted earnings per share reflects the effect of all potentially dilutive shares that were outstanding during the respective periods, unless the effect of doing so is antidilutive. The Company uses the treasury stock method to calculate the dilutive effect of outstanding share-based compensation awards. The number of weighted-average shares outstanding used in the computations of basic and diluted earnings per share are as follows.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Weighted-average shares outstanding - Basic 404.5  404.0  404.8  405.4 
Dilutive effect of outstanding share-based compensation awards 4.1  4.5  4.1  4.9 
Weighted-average shares outstanding - Diluted 408.6  408.5  408.9  410.3 
For the three month periods ended September 30, 2023 and 2022, 0.8 million and 2.3 million, respectively, of anti-dilutive shares were not included in the computation of diluted earnings per share. For the nine month periods ended September 30, 2023 and September 30, 2022, 1.4 million and 2.1 million of anti-dilutive shares were not included in the computation of diluted earnings per share, respectively.
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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains management’s discussion and analysis of our financial condition and results of operations and should be read together with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our 2022 Annual Report. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.
Overview
Our Company
Ingersoll Rand is a global market leader with a broad range of innovative and mission-critical air, fluid, energy and medical technologies, providing services and solutions to increase industrial productivity and efficiency. We manufacture one of the broadest and most complete ranges of compressor, pump, vacuum and blower products in our markets, which, when combined with our global geographic footprint and application expertise, allows us to provide differentiated product and service offerings to our customers. Our products are sold under a collection of premier, market-leading brands, including Ingersoll Rand, Gardner Denver, Nash, CompAir, Thomas, Milton Roy, Seepex, Elmo Rietschle, ARO, Robuschi, Emco Wheaton and Runtech Systems, which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.
We operate with two reportable segments: Industrial Technologies and Services and Precision and Science Technologies. See Note 19 “Segment Results” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for a description of our reportable segments.
Items Affecting our Business, Industry and End Markets
Cybersecurity Incident Status
On April 27, 2023, the Company detected a cybersecurity incident that resulted in a disruption of several of our information technology systems. We immediately launched a thorough investigation with the assistance of external cybersecurity experts to assess and mitigate impacts of the incident. The Company proactively took immediate actions to maintain business continuity and to minimize disruption to operations and customers, including isolating systems and implementing workarounds. As a result, we do not expect this incident to have a material impact on our business, results of operations or financial condition. Although an investigation is ongoing, the Company is not aware of any confidential customer information having been exfiltrated. If the Company becomes aware of any such information having been exfiltrated, it will make appropriate notifications. For a discussion of the risks and uncertainties that cybersecurity incidents may have on us, see “Risk Factors: Information systems failure or disruption, due to cyber terrorism or other actions, may adversely impact our business and result in financial loss to the Company or liability to our customers” in our 2022 Annual Report and “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.
General Economic Conditions
Our financial results closely follow changes in the industries and end-markets we serve. Demand for most of our products depends on the level of new capital investment and planned and unplanned maintenance expenditures by our customers. The level of capital expenditures depends, in turn, on the general economic conditions as well as access to capital at reasonable cost.
The ongoing conflict between Russia and Ukraine and the related sanctions and export controls have adversely affected economic conditions in Eastern Europe and certain global industry sectors dependent on those countries. We have limited physical operations and sales in Russia and Ukraine and, to date, have not experienced a material adverse impact on our results of operations or financial condition. Further escalation or prolonged conflict may amplify several of the risks identified in Part I, Item 1A. “Risk Factors” in our 2022 Annual Report.
Foreign Currency Fluctuations
A significant portion of our revenues, approximately 56% for the nine month period ended September 30, 2023, was denominated in currencies other than the U.S. dollar. Because much of our manufacturing facilities and labor force costs are outside of the United States, a significant portion of our costs are also denominated in currencies other than the U.S. dollar. Changes in foreign exchange rates can therefore impact our results of operations and are quantified when significant to our discussion.
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The COVID-19 Pandemic and Related Supply Chain Disruptions
We continue to assess and actively manage the impact of the COVID-19 pandemic on our global operations and also the operations of our suppliers and customers. In order to position ourselves to fulfill demand, we continue to monitor the supply chain closely and are taking proactive steps to ensure continuity of supply. The degree to which the pandemic will continue to impact our operations, and the operations of our customers and suppliers remains uncertain. See “The COVID-19 pandemic could have a material and adverse effect on our business, results of operations and financial condition in the future” in Part I, Item 1A. “Risk Factors” in our 2022 Annual Report and this Form 10-Q.
Factors Affecting the Comparability of our Results of Operations
Key factors affecting the comparability of our results of operations are summarized below.
Acquisitions
Part of our strategy for growth is to acquire complementary businesses that provide access to new technologies or geographies or expand our offerings. While acquisitions, as discussed further in Note 3, are not individually significant or significant in the aggregate, they may be relevant when comparing our results from period to period.
See Note 3 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further discussion of these acquisitions.
Restructuring and Other Business Transformation Initiatives
We continue to execute business transformation initiatives. A key element of those initiatives are restructuring programs within our Industrial Technologies and Services and Precision and Science Technologies segments, as well as at the Corporate level. Restructuring charges, program related facility reorganization, relocation and other costs, and related capital expenditures were impacted most significantly.
How We Assess the Performance of Our Business
We manage operations through the two business segments described above. In addition to our consolidated GAAP financial measures, we review various non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income and Free Cash Flow.
We believe Adjusted EBITDA and Adjusted Net Income are helpful supplemental measures to assist us and investors in evaluating our operating results as they exclude certain items whose fluctuation from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. We believe that the adjustments applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that we do not expect to continue at the same level in the future. Adjusted Net Income is defined as net income (loss) 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.
We use Free Cash Flow to review the liquidity of our operations. We measure Free Cash Flow as cash flows from operating activities less capital expenditures. We believe Free Cash Flow is a useful supplemental financial measure for us and investors in assessing our ability to pursue business opportunities and investments and to service our 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 our board of directors regularly use these measures as tools in evaluating our 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, we believe that Adjusted EBITDA, Adjusted Net Income and Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted Net Income and Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.
Adjusted EBITDA, Adjusted Net Income and Free Cash Flow should not be considered as alternatives to net income (loss) 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.
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Adjusted EBITDA, Adjusted Net Income and Free Cash Flow have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.
See “Non-GAAP Financial Measures” below for reconciliation information.
Results of Continuing Operations
Consolidated results should be read in conjunction with the segment results section herein and Note 19 “Segment Results” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, which provides more detailed discussions concerning certain components of our Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated within the consolidated results.The following table presents selected Condensed Consolidated Results of Operations of our business for the three and nine month periods ended September 30, 2023 and 2022.
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For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Condensed Consolidated Statement of Operations:
Revenues $ 1,738.9  $ 1,515.7  $ 5,054.7  $ 4,292.6 
Cost of sales 999.6  940.4  2,953.7  2,621.4 
Gross profit 739.3  575.3  2,101.0  1,671.2 
Selling and administrative expenses 315.2  278.7  941.9  819.8 
Amortization of intangible assets 92.2  93.8  274.3  263.6 
Other operating expense, net 13.5  12.8  53.7  43.4 
Operating income 318.4  190.0  831.1  544.4 
Interest expense 39.6  26.6  119.3  68.8 
Loss on extinguishment of debt 12.6  —  13.5  1.1 
Other income, net (7.6) (9.8) (25.4) (21.8)
Income before income taxes 273.8  173.2  723.7  496.3 
Provision for income taxes 60.3  30.3  168.9  104.6 
Income (loss) on equity method investments (3.9) 2.6  (1.2) (2.5)
Income from Continuing Operations 209.6  145.5  553.6  389.2 
Income from discontinued operations, net of tax —  0.5  —  0.6 
Net income 209.6  146.0  553.6  389.8 
Less: Net income attributable to noncontrolling interests 1.3  0.9  4.7  2.5 
Net income attributable to Ingersoll Rand Inc. $ 208.3  $ 145.1  $ 548.9  $ 387.3 
Percentage of Revenues:
Gross profit 42.5  % 38.0  % 41.6  % 38.9  %
Selling and administrative expenses 18.1  % 18.4  % 18.6  % 19.1  %
Operating income 18.3  % 12.5  % 16.4  % 12.7  %
Income from Continuing Operations 12.1  % 9.6  % 11  % 9.1  %
Adjusted EBITDA 26.5  % 24.8  % 25.4  % 23.6  %
Other Financial Data:
Adjusted EBITDA (1)
$ 461.5  $ 376.1  $ 1,286.3  1,014.6 
Adjusted Net Income (1)
316.0  253.1  861.2  676.8 
Cash flows - operating activities 397.3  274.4  796.0  510.6 
Cash flows - investing activities (336.3) (54.0) (991.7) (119.5)
Cash flows - financing activities (28.1) (20.0) (193.8) (934.8)
Free Cash Flow (1)
368.7  252.6  720.2  449.5 
(1)See the “Non-GAAP Financial Measures” section for a reconciliation to comparable GAAP measure.
Revenues
Revenues for the three month period ended September 30, 2023 were $1,738.9 million, an increase of $223.2 million, or 14.7%, compared to $1,515.7 million for the same three month period in 2022. The increase in revenues was primarily due to acquisitions of $104.3 million, higher pricing of $86.6 million, favorable impact of foreign currencies of $22.2 million, and higher organic volumes of $10.1 million. The percentage of consolidated revenues derived from aftermarket parts and services was 36.2% in the three month period ended September 30, 2023 compared to 35.3% in the same three month period in 2022.
Revenues for the nine month period ended September 30, 2023 were $5,054.7 million, an increase of $762.1 million, or 17.8%, compared to $4,292.6 million for the same nine month period in 2022. The increase in revenues was primarily due to higher pricing of $331.0 million, acquisitions of $266.6 million, and higher organic volumes of $216.9 million, partially offset by the unfavorable impact of foreign currencies of $52.4 million.
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The percentage of consolidated revenues derived from aftermarket parts and services was 36.1% in the nine month period ended September 30, 2023 compared to 35.6% in the same nine month period in 2022.
Gross Profit
Gross profit for the three month period ended September 30, 2023 was $739.3 million, an increase of $164.0 million, or 28.5%, compared to $575.3 million for the same three month period in 2022, and as a percentage of revenues was 42.5% for the three month period ended September 30, 2023 and 38.0% for the same three month period in 2022. The increase in gross profit is primarily due to higher pricing and acquisitions discussed above. The increase in gross profit as a percentage of revenues is primarily due to the benefits of pricing changes in excess of inflation in material and labor costs.
Gross profit for the nine month period ended September 30, 2023 was $2,101.0 million, an increase of $429.8 million, or 25.7%, compared to $1,671.2 million for the same nine month period in 2022, and as a percentage of revenues was 41.6% for the nine month period ended September 30, 2023 and 38.9% for the same nine month period in 2022. The increase in gross profit is primarily due to higher pricing, acquisitions, and higher organic volumes discussed above. The increase in gross profit as a percentage of revenues is primarily due to the benefits of pricing changes in excess of inflation in material and labor costs.
Selling and Administrative Expenses
Selling and administrative expenses were $315.2 million for the three month period ended September 30, 2023, an increase of $36.5 million, or 13.1%, compared to $278.7 million for the same three month period in 2022. The increase in selling and administrative expenses was mainly from businesses acquired in the second half of 2022 and first half of 2023 and higher incentive compensation expense. Selling and administrative expenses as a percentage of revenues decreased to 18.1% for the three month period ended September 30, 2023 from 18.4% in the same three month period in 2022.
Selling and administrative expenses were $941.9 million for the nine month period ended September 30, 2023, an increase of $122.1 million, or 14.9%, compared to $819.8 million for the same nine month period in 2022. The increase in selling and administrative expenses was mainly from businesses acquired in the second half of 2022 and first half of 2023 and higher incentive compensation expense. Selling and administrative expenses as a percentage of revenues decreased to 18.6% for the nine month period ended September 30, 2023 from 19.1% in the same nine month period in 2022.
Amortization of Intangible Assets
Amortization of intangible assets was $92.2 million for the three month period ended September 30, 2023, a decrease of $1.6 million, compared to $93.8 million in the same three month period in 2022. The decrease was primarily due to certain intangible assets becoming fully amortized during the period, partially offset by businesses acquired in the second half of 2022 and first half of 2023 discussed in Note 3 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.
Amortization of intangible assets was $274.3 million for the nine month period ended September 30, 2023, an increase of $10.7 million, compared to $263.6 million in the same nine month period in 2022. The increase was primarily due to businesses acquired in the second half of 2022 and first half of 2023 discussed in Note 3 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, partially offset by certain intangible assets becoming fully amortized during the period.
Other Operating Expense, Net
Other operating expense, net was $13.5 million for the three month period ended September 30, 2023, an increase of $0.7 million, compared to $12.8 million in the same three month period in 2022. The increase in expense was primarily due to lower foreign currency transaction gains, net of $7.8 million, partially offset by lower restructuring charges of $4.9 million and lower acquisition and other transaction related expenses and non-cash charges of $1.7 million.
Other operating expense, net was $53.7 million for the nine month period ended September 30, 2023, an increase of $10.3 million, compared to $43.4 million in the same nine month period in 2022. The increase was primarily due to higher acquisition and other transaction related expenses and non-cash charges of $13.4 million and lower foreign currency transaction gains, net of $13.3 million, partially offset by lower restructuring charges of $18.2 million.
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Interest Expense
Interest expense was $39.6 million for the three month period ended September 30, 2023, an increase of $13.0 million, compared to $26.6 million in the same three month period in 2022. The increase was primarily due to an increase in the weighted-average interest rate, partially offset by the interest rate derivative contracts discussed in Note 13 “Hedging Activities and Derivative Instruments” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. The weighted average interest rate, including the impact of the interest rate derivative contracts, was approximately 5.4% for the three month period ended September 30, 2023 and 4.0% in the same three month period in 2022.
Interest expense was $119.3 million for the nine month period ended September 30, 2023, an increase of $50.5 million, compared to $68.8 million in the same nine month period in 2022. The increase was primarily due to an increase in the weighted-average interest rate, partially offset by the prepayment of the Euro Term Loan on June 30, 2022, and the interest rate derivative contracts discussed in Note 13 “Hedging Activities and Derivative Instruments” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. The weighted average interest rate, including the impact of the interest rate derivative contracts, was approximately 5.3% for the nine month period ended September 30, 2023 and 2.7% in the same period in 2022.
Other Income, Net
Other income, net was $7.6 million and $9.8 million in the three month periods ended September 30, 2023 and 2022, respectively. The decrease was primarily due to a gain from settling post-acquisition contingencies related to the Merger in the 2022 period that did not recur in the 2023 period, partially offset by an increase in interest income from holdings of cash and cash equivalents.
Other income, net was $25.4 million and $21.8 million in the nine month periods ended September 30, 2023 and 2022, respectively. The increase was primarily due to an increase in interest income from holdings of cash and cash equivalents, partially offset by a gain from settling post-acquisition contingencies related to the Merger in the 2022 period that did not recur in the 2023 period.
Provision for Income Taxes
The provision for income taxes was $60.3 million resulting in a 22.0% effective income tax provision rate for the three month period ended September 30, 2023, compared to a provision for income taxes of $30.3 million resulting in a 17.5% effective income tax provision rate in the same three month period in 2022. The increase in the tax provision for the three month period ended September 30, 2023 is primarily due to an increase in the pretax book income in jurisdictions with higher effective tax rates combined with decreased earnings in jurisdictions with lower tax rates.
The provision for income taxes was $168.9 million resulting in a 23.3% effective income tax provision rate for the nine month period ended September 30, 2023, compared to a provision for income taxes of $104.6 million resulting in a 21.1% effective income tax provision rate in the same nine month period in 2022. The increase in the tax provision for the nine month period ended September 30, 2023 is primarily due to an increase in the pretax book income in jurisdictions with higher effective tax rates combined with decreased earnings in jurisdictions with lower tax rates and a change in tax law guidance causing a discrete tax cost in the second quarter.
Net Income
Net income was $209.6 million for the three month period ended September 30, 2023 compared to net income of $146.0 million in the same three month period in 2022. The increase in net income was primarily due to higher gross profit on increased revenues, partially offset by higher selling and administrative expenses, higher provision for income taxes, and higher interest expense.
Net income was $553.6 million for the nine month period ended September 30, 2023 compared to net income of $389.8 million in the same nine month period in 2022. The increase in net income was primarily due to higher gross profit on increased revenues, partially offset by higher selling and administrative expenses, higher provision for income taxes, and higher interest expense.
Adjusted EBITDA
Adjusted EBITDA increased $85.4 million to $461.5 million for the three month period ended September 30, 2023 compared to $376.1 million in the same three month period in 2022. Adjusted EBITDA as a percentage of revenues increased 170 basis points to 26.5% for the three month period ended September 30, 2023 from 24.8% for the same three month period in 2022. The increase in Adjusted EBITDA was primarily due to higher pricing of $86.6 million, favorable impact of foreign currencies of $4.4 million, and higher organic sales volume of $2.2 million, partially offset by higher selling and administrative costs of $19.4 million and unfavorable cost inflation and product mix of $10.8 million.
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The increase in Adjusted EBITDA as a percentage of revenues is primarily attributable to higher pricing, partially offset by unfavorable cost inflation and product mix.
Adjusted EBITDA increased $271.7 million to $1,286.3 million for the nine month period ended September 30, 2023 compared to $1,014.6 million in the same nine month period in 2022. Adjusted EBITDA as a percentage of revenues increased 180 basis points to 25.4% for the nine month period ended September 30, 2023 from 23.6% for the same nine month period in 2022. The increase in Adjusted EBITDA was primarily due to higher pricing of $331.0 million and higher organic sales volume of $81.4 million, partially offset by unfavorable cost inflation and product mix of $96.7 million, higher selling and administrative costs of $88.5 million, and the unfavorable impact of foreign currencies of $16.1 million. The increase in Adjusted EBITDA as a percentage of revenues is primarily attributable to higher pricing and volume, partially offset by unfavorable cost inflation and product mix.
Adjusted Net Income
Adjusted Net Income increased $62.9 million to $316.0 million for the three month period ended September 30, 2023 compared to $253.1 million in the same three month period in 2022. The increase was primarily due to increased Adjusted EBITDA, partially offset by a higher income tax provision, as adjusted, and higher interest expense.
Adjusted Net Income increased $184.4 million to $861.2 million for the nine month period ended September 30, 2023 compared to $676.8 million in the same nine month period in 2022. The increase was primarily due to increased Adjusted EBITDA, partially offset by a higher income tax provision, as adjusted, and higher interest expense.
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Non-GAAP Financial Measures
Set forth below are the reconciliations of Net Income to Adjusted EBITDA and Adjusted Net Income and Cash Flows from Operating Activities to Free Cash Flow.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Net Income $ 209.6  $ 146.0  $ 553.6  $ 389.8 
Less: Income from discontinued operations —  0.6  —  0.8 
Less: Income tax provision from discontinued operations —  (0.1) —  (0.2)
Income from Continuing Operations, Net of Tax 209.6  145.5  553.6  389.2 
Plus:
Interest expense 39.6  26.6  119.3  68.8 
Provision for income taxes 60.3  30.3  168.9  104.6 
Depreciation expense (a)
22.4  20.4  64.4  61.8 
Amortization expense (b)
92.2  93.8  274.3  263.6 
Restructuring and related business transformation costs (c)
2.2  7.2  12.4  30.9 
Acquisition and other transaction related expenses and non-cash charges (d)
14.8  12.1  46.6  27.0 
Stock-based compensation (e)
11.2  27.1  35.2  69.3 
Foreign currency transaction losses (gains), net 1.1  (6.7) 1.0  (12.3)
Loss (income) on equity method investments 3.9  (2.6) 1.2  2.5 
Loss on extinguishment of debt 12.6  —  13.5  1.1 
Adjustments to LIFO inventories (0.3) 33.0  14.0  33.0 
Cybersecurity incident costs (f)
0.1  —  2.3  — 
Gain on settlement of post-acquisition contingencies (g)
—  (6.2) —  (6.2)
Other adjustments (h)
(8.2) (4.4) (20.4) (18.7)
Adjusted EBITDA $ 461.5  $ 376.1  $ 1,286.3  $ 1,014.6 
Minus:
Interest expense $ 39.6  $ 26.6  $ 119.3  $ 68.8 
Income tax provision, as adjusted (i)
89.0  70.0  252.5  194.8 
Depreciation expense 22.4  20.4  64.4  61.8 
Amortization of non-acquisition related intangible assets 2.4  9.0  7.6  15.4 
Interest income on cash and cash equivalents (7.9) (3.0) (18.7) (3.0)
Adjusted Income from Continuing Operations, Net of Tax $ 316.0  $ 253.1  $ 861.2  $ 676.8 
Free Cash Flow from Continuing Operations:
Cash flows from operating activities from continuing operations $ 397.3  $ 274.4  $ 796.0  $ 510.6 
Minus:
Capital expenditures 28.6  21.8  75.8  61.1 
Free Cash Flow from Continuing Operations $ 368.7  $ 252.6  $ 720.2  $ 449.5 
(a)Depreciation expense excludes $1.1 million and $0.8 million of depreciation of rental equipment for the three month periods ended September 30, 2023 and 2022, respectively, and excludes $2.8 million and $2.6 million for the nine month periods ended September 30, 2023 and 2022.
(b)Represents $89.8 million and $84.8 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $2.4 million and $9.0 million of amortization of non-acquisition related intangible assets, in each case, for the three month periods ended September 30, 2023 and 2022, respectively.
41

Represents $266.7 million and $248.2 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $7.6 million and $15.4 million of amortization of non-acquisition related intangible assets, in each case, for the nine month periods ended September 30, 2023 and 2022, respectively.
(c)Restructuring and related business transformation costs consisted of the following.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Restructuring charges $ 1.8  $ 6.7  $ 9.9  $ 28.1 
Facility reorganization, relocation and other costs 0.4  0.5  2.5  2.8 
Total restructuring and related business transformation costs $ 2.2  $ 7.2  $ 12.4  $ 30.9 
(d)Represents costs associated with successful and/or abandoned acquisitions and divestitures, including third-party expenses, post-closure integration costs, and non-cash charges and credits arising from fair value purchase accounting adjustments.
(e)Represents stock-based compensation expense recognized for the three and nine month periods ended September 30, 2022 of $20.1 million and $62.3 million, respectively, and increased by $7.0 million for the three and nine month periods ended September 30, 2022, due to costs associated with employer taxes related to the All-Employee Equity Grant.
(f)Represents non-recoverable costs associated with a cybersecurity event.
(g)Represents a gain from settling post-acquisition contingencies related to the Merger outside of the measurement period.
(h)Includes (i) pension and other postemployment plan costs other than service cost, (ii) interest income on cash and cash equivalents and (iii) other miscellaneous adjustments.
(i)Represents our income tax provision adjusted for the tax effect of pre-tax items excluded from Adjusted Net Income and the removal of the applicable discrete tax items. The tax effect of pre-tax items excluded from Adjusted Income is computed using the statutory tax rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences and valuation allowances. Discrete tax items include changes in tax laws or rates, changes in uncertain tax positions relating to prior years and changes in valuation allowances. The adjusted amounts are then used to calculate an adjusted provision for the quarter.
The income tax provision, as adjusted for each of the periods presented below consisted of the following.
For the Three Month Period Ended September 30, For the Nine Month Period Ended September 30,
2023 2022 2023 2022
Provision for income taxes $ 60.3  $ 30.3  $ 168.9  $ 104.6 
Tax impact of pre-tax income adjustments 27.5  37.5  83.6  84.9 
Discrete tax items 1.2  2.2  —  5.3 
Income tax provision, as adjusted $ 89.0  $ 70.0  $ 252.5  $ 194.8 
Segment Results
We classify our business into two segments: Industrial Technologies and Services and Precision and Science Technologies. Our Corporate operations are not discussed separately as any results that had a significant impact on operating results are included in the “Results of Operations” discussion above.
We evaluate the performance of our segments based on Segment Revenues and Segment Adjusted EBITDA. Segment Adjusted EBITDA is indicative of operational performance and ongoing profitability. Our management closely monitors Segment Adjusted EBITDA to evaluate past performance and identify actions required to improve profitability.
The segment measurements provided to and evaluated by the chief operating decision maker are described in Note 19 “Segment Results” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.
Segment Results for the Three and Nine Month Periods Ended September 30, 2023 and 2022
The following tables display Segment Orders, Segment Revenues, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin (Segment Adjusted EBITDA as a percentage of Segment Revenues) for each of our Segments.
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Industrial Technologies and Services Segment Results
For the Three Month Period Ended September 30, Percent Change
2023 2022
2023 vs. 2022
Segment Orders $ 1,346.9  $ 1,355.2  (0.6) %
Segment Revenues $ 1,428.4  $ 1,199.6  19.1  %
Segment Adjusted EBITDA $ 410.9  $ 314.0  30.9  %
Segment Margin 28.8  % 26.2  % 260   bps
Segment Orders for the three month period ended September 30, 2023 were $1,346.9 million, a decrease of $8.3 million, or 0.6%, compared to $1,355.2 million in the same three month period in 2022. The decrease in Segment Orders was due to organic decline of $117.6 million or 8.7%, partially offset by acquisitions of $96.3 million or 7.1% and the favorable impact of foreign currencies of $13.0 million or 1.0%.
Segment Revenues for the three month period ended September 30, 2023 were $1,428.4 million, an increase of $228.8 million, or 19.1%, compared to $1,199.6 million in the same three month period in 2022. The increase in Segment Revenues was due to acquisitions of $98.7 million or 8.2%, higher pricing of $67.0 million or 5.6%, higher organic volumes of $46.6 million or 3.9%, and favorable impact of foreign currencies of $16.5 million or 1.4%. The percentage of Segment Revenues derived from aftermarket parts and service was 39.6% in the three month period ended September 30, 2023 compared to 39.7% in the same three month period in 2022.
Segment Adjusted EBITDA for the three month period ended September 30, 2023 was $410.9 million, an increase of $96.9 million, or 30.9%, from $314.0 million in the same three month period in 2022. Segment Adjusted EBITDA Margin increased 260 basis points to 28.8% from 26.2% in 2022. The increase in Segment Adjusted EBITDA was primarily due to higher pricing of $67.0 million or 21.3%, acquisitions of $20.1 million or 6.4%, higher organic sales volume of $18.6 million or 5.9%, and favorable impact of foreign currencies of $3.7 million or 1.2%, partially offset by higher selling and administrative costs of $9.7 million or 3.1% and unfavorable cost inflation and product mix of $2.9 million or 0.9%.
For the Nine Month Period Ended September 30, Percent Change
2023 2022
2023 vs. 2022
Segment Orders $ 4,241.5  $ 3,928.6  8.0  %
Segment Revenues $ 4,124.0  $ 3,389.7  21.7  %
Segment Adjusted EBITDA $ 1,134.0  $ 853.4  32.9  %
Segment Margin 27.5  % 25.2  % 230   bps
Segment Orders for the nine month period ended September 30, 2023 were $4,241.5 million, an increase of $312.9 million, or 8.0%, compared to $3,928.6 million in the same nine month period in 2022. The increase in Segment Orders was due to acquisitions of $251.9 million or 6.4% and organic growth of $116.6 million or 3.0%, partially offset by the unfavorable impact of foreign currencies of $55.6 million or 1.4%.
Segment Revenues for the nine month period ended September 30, 2023 were $4,124.0 million, an increase of $734.3 million, or 21.7%, compared to $3,389.7 million in the same nine month period in 2022. The increase in Segment Revenues was due to higher organic volumes of $277.8 million or 8.2%, higher pricing of $255.6 million or 7.5%, and acquisitions of $246.8 million or 7.3%, partially offset by unfavorable impact of foreign currencies of $45.9 million or 1.4%. The percentage of Segment Revenues derived from aftermarket parts and service was 39.5% in the nine month period ended September 30, 2023 compared to 39.9% in the same nine month period in 2022.
Segment Adjusted EBITDA for the nine month period ended September 30, 2023 was $1,134.0 million, an increase of $280.6 million, or 32.9%, from $853.4 million in the same nine month period in 2022. Segment Adjusted EBITDA Margin increased 230 basis points to 27.5% from 25.2% in 2022. The increase in Segment Adjusted EBITDA was primarily due to higher pricing of $255.6 million or 30.0%, higher organic sales volume of $108.6 million or 12.7%, and acquisitions of $54.2 million or 6.4%, partially offset by unfavorable cost inflation and product mix of $71.6 million or 8.4%, higher selling and administrative costs of $52.9 million or 6.2%, and unfavorable impact of foreign currencies of $13.6 million or 1.6%.
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Precision and Science Technologies Segment Results
For the Three Month Period Ended September 30, Percent Change
2023 2022
2023 vs. 2022
Segment Orders $ 290.9  $ 299.3  (2.8) %
Segment Revenues $ 310.5  $ 316.1  (1.8) %
Segment Adjusted EBITDA $ 94.2  $ 92.0  2.4  %
Segment Margin 30.3  % 29.1  % 120   bps
Segment Orders for the three month period ended September 30, 2023 were $290.9 million, a decrease of $8.4 million, or 2.8%, compared to $299.3 million in the same three month period in 2022. The decrease in Segment Orders was due to the unfavorable impact of lower organic orders of $18.0 million or 6.0%, partially offset by foreign currencies of $5.0 million or 1.7% and acquisitions of $4.6 million or 1.5%.
Segment Revenues for the three month period ended September 30, 2023 were $310.5 million, a decrease of $5.6 million, or 1.8%, compared to $316.1 million in the same three month period in 2022. The decrease in Segment Revenues was primarily due to lower organic volumes of $36.5 million or 11.5%, partially offset by higher pricing of $19.6 million or 6.2%, favorable impact of foreign currencies of $5.7 million or 1.8%, and acquisitions of $5.6 million or 1.8%. The percentage of Segment Revenues derived from aftermarket parts and service was 20.6% in the three month period ended September 30, 2023 compared to 18.7% in the same three month period in 2022.
Segment Adjusted EBITDA for the three month period ended September 30, 2023 was $94.2 million, an increase of $2.2 million, or 2.4%, from $92.0 million in the same three month period in 2022. Segment Adjusted EBITDA Margin increased 120 basis points to 30.3% from 29.1% in 2022. The increase in Segment Adjusted EBITDA was primarily due to higher pricing of $19.6 million or 21.3%, acquisitions of $2.1 million or 2.3%, lower selling and administrative costs of $2.0 million or 2.2%, and favorable impact of foreign currencies of $1.5 million or 1.6%, partially offset by lower organic sales volume of $16.4 million or 17.8% and unfavorable cost inflation and product mix of $6.3 million or 6.8%.
For the Nine Month Period Ended September 30, Percent Change
2023 2022
2023 vs. 2022
Segment Orders $ 910.5  $ 954.6  (4.6) %
Segment Revenues $ 930.7  $ 902.9  3.1  %
Segment Adjusted EBITDA $ 278.7  $ 254.8  9.4  %
Segment Margin 29.9  % 28.2  % 170   bps
Segment Orders for the nine month period ended September 30, 2023 were $910.5 million, a decrease of $44.1 million, or 4.6%, compared to $954.6 million in the same nine month period in 2022. The decrease in Segment Orders was due to lower organic orders of $56.2 million or 5.9% and the unfavorable impact of foreign currencies of $8.2 million or 0.9%, partially offset by acquisitions of $20.3 million or 2.1%.
Segment Revenues for the nine month period ended September 30, 2023 were $930.7 million, an increase of $27.8 million, or 3.1%, compared to $902.9 million in the same nine month period in 2022. The increase in Segment Revenues was due to higher pricing of $75.4 million or 8.4% and acquisitions of $19.8 million or 2.2%, partially offset by lower organic volumes of $60.9 million or 6.7% and unfavorable impact of foreign currencies of $6.5 million or 0.7%. The percentage of Segment Revenues derived from aftermarket parts and service was 20.9% in the nine month period ended September 30, 2023 compared to 19.1% in the same nine month period in 2022.
Segment Adjusted EBITDA for the nine month period ended September 30, 2023 was $278.7 million, an increase of $23.9 million, or 9.4%, from $254.8 million in the same nine month period in 2022. Segment Adjusted EBITDA Margin increased 170 basis points to 29.9% from 28.2% in 2022. The increase in Segment Adjusted EBITDA was primarily due to higher pricing of $75.4 million or 29.6% and acquisitions of $7.3 million or 2.9%, partially offset by unfavorable cost inflation and product mix of $27.6 million or 10.8%, lower organic sales volume of $27.2 million or 10.7%, unfavorable impact of foreign currencies of $2.2 million or 0.9%, and higher selling and administrative costs of $2.1 million or 0.8%.
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Results of Discontinued Operations
Income from discontinued operations, net of tax was $0.5 million and $0.6 million for the three and nine month periods ended September 30, 2022 and consisted primarily of expenses incurred to finalize separation and fulfill transition services.
Liquidity and Capital Resources
Our investment resources include cash on hand, cash generated from operations and borrowings under our Revolving Credit Facility. We also have the ability to seek additional secured and unsecured borrowings, subject to Credit Agreement restrictions.
As of September 30, 2023, we had $2,000.0 million of unused availability under the Revolving Credit Facility.
See the description of these line-of-credit resources in Note 11 “Debt” to the consolidated financial statements in our 2022 Annual Report and Note 10 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.
As of September 30, 2023, we were in compliance with all of our debt covenants and no event of default had occurred or was ongoing.
Liquidity
A substantial portion of our liquidity needs arise from debt service requirements, and from the ongoing cost of operations, working capital and capital expenditures.
September 30, 2023 December 31, 2022
Cash and cash equivalents $ 1,197.5  $ 1,613.0 
Short-term borrowings and current maturities of long-term debt $ 33.9  $ 36.5 
Long-term debt 2,699.3  2,716.1 
Total debt $ 2,733.2  $ 2,752.6 
We can increase the borrowing availability under the Senior Secured Credit Facilities by up to $1,600.0 million in the form of additional commitments under the Revolving Credit Facility and/or incremental term loans plus an additional amount so long as we do not exceed a specified senior secured leverage ratio. We can incur additional secured indebtedness under the term loan facilities if certain specified conditions are met under the Credit Agreement. Our liquidity requirements are significant primarily due to debt service requirements. See Note 11 “Debt” to the consolidated financial statements in our 2022 Annual Report and Note 10 “Debt” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further details.
Our principal sources of liquidity have been existing cash and cash equivalents, cash generated from operations and borrowings under the Senior Notes and Senior Secured Credit Facilities. Our principal uses of cash will be to provide working capital, meet debt service requirements, fund capital expenditures, dividend payments, and finance strategic plans, including possible acquisitions. We may also seek to finance capital expenditures under capital leases or other debt arrangements that provide liquidity or favorable borrowing terms. We continue to consider acquisition opportunities, but the size and timing of any future acquisitions and the related potential capital requirements cannot be predicted. In the event that suitable businesses are available for acquisition upon acceptable terms, we may obtain all or a portion of the necessary financing through the incurrence of additional long-term borrowings. As market conditions warrant, we may from time to time, seek to repay loans that we have borrowed, including the borrowings under the Senior Notes and Senior Secured Credit Facilities. Based on our current level of operations and available cash, we believe our cash flow from operations, together with availability under the Revolving Credit Facility, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements for the foreseeable future. Our business may not generate sufficient cash flows from operations or future borrowings may not be available to us under our Revolving Credit Facility in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. Our ability to do so depends on, among other factors, prevailing economic conditions, many of which are beyond our control. In addition, upon the occurrence of certain events, such as a change in control, we could be required to repay or refinance our indebtedness. We may not be able to refinance any of our indebtedness, including the Senior Notes and Senior Secured Credit Facilities, on commercially reasonable terms or at all. Any future acquisitions, joint ventures, or other similar transactions may require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms or at all.
45

We may from time to time repurchase shares of our common stock 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 our stock, general market and economic conditions, our liquidity requirements, applicable legal requirement and other business considerations.
A substantial portion of our cash is in jurisdictions outside of the United States. We do not assert ASC 740-30 (formerly APB 23) indefinite reinvestment of our historical non-U.S. earnings or future non-U.S. earnings. The Company records a deferred foreign tax liability to cover all estimated withholding, state income tax and foreign income tax associated with repatriating all non-U.S. earnings back to the United States. Our deferred income tax liability as of September 30, 2023 was $41.4 million which primarily consisted of withholding taxes.
Working Capital
September 30, 2023 December 31, 2022
Net Working Capital:
Current assets $ 3,733.4  $ 3,967.3 
Less: Current liabilities 1,654.7  1,674.0 
Net working capital $ 2,078.7  $ 2,293.3 
Operating Working Capital:
Accounts receivable $ 1,216.1  $ 1,122.0 
Plus: Inventories (excluding LIFO reserve) 1,157.4  1,085.9 
Plus: Contract assets 57.0  70.6 
Less: Accounts payable 663.1  778.7 
Less: Contract liabilities (current) 343.7  305.6 
Operating working capital $ 1,423.7  $ 1,194.2 
Net working capital decreased $214.6 million to $2,078.7 million as of September 30, 2023 from $2,293.3 million as of December 31, 2022. Operating working capital increased $229.5 million to $1,423.7 million as of September 30, 2023 from $1,194.2 million as of December 31, 2022. The increase in operating working capital is primarily due to lower accounts payable, higher accounts receivable, and higher inventories, partially offset by higher contract liabilities and lower contract assets.
The increase in accounts receivable was primarily due to the timing of revenues in the quarter and seasonal changes in collection timing. The increase in inventories was primarily due to acquisitions and to support fourth quarter backlog. The decrease in contract assets was primarily due to the timing of revenue recognition and billing on our overtime contracts. The decrease in accounts payable was primarily due to the timing of vendor cash disbursements. The increase in contract liabilities was primarily due to the timing of customer milestone payments for in-process engineered to order contracts.
Cash Flows
The following table reflects the major categories of cash flows for the nine month periods ended September 30, 2023 and 2022, respectively.
For the Nine Month Period Ended September 30,
2023 2022
Cash flows provided by (used in) continuing operations:
Cash flows provided by operating activities $ 796.0  $ 510.6 
Cash flows used in investing activities (991.7) (119.5)
Cash flows used in financing activities (193.8) (934.8)
Net cash provided by (used in) discontinued operations —  (0.6)
Free cash flow(1)
720.2  449.5 
(1)See the “Non-GAAP Financial Measures” section included in this Quarterly Report for a reconciliation to the nearest GAAP measure.
46

Operating Activities
Cash provided by operating activities increased $285.4 million to $796.0 million for the nine month period ended September 30, 2023 from $510.6 million in the same nine month period in 2022. This increase is primarily attributable to higher income from continuing operations.
Investing Activities
Cash used in investing activities included capital expenditures of $75.8 million and $61.1 million for the nine month periods ended September 30, 2023 and 2022, respectively. Net cash paid in acquisitions was $923.8 million and $62.5 million in the nine month periods ended September 30, 2023 and 2022, respectively. The nine month period ended September 30, 2023 also included proceeds of $7.6 million related to the sale of a closed facility.
Financing Activities
Cash used in financing activities of $193.8 million for the nine month period ended September 30, 2023 primarily reflected net repayments of long term debt of $20.4 million, purchases of treasury stock of $132.9 million, and cash dividends on common stock of $24.3 million, payments of deferred and contingent acquisition consideration of $17.4 million, and payments of debt issuance costs of $17.3 million, partially offset by proceeds from stock option exercises of $21.9 million.
Cash used in financing activities of $934.8 million for the nine month period ended September 30, 2022 primarily reflected repayments of long-term debt of $647.1 million, purchases of treasury stock of $257.8 million, cash dividends on common stock of $24.3 million, and payments of interest rate cap premiums of $13.4 million, partially offset by proceeds from stock option exercises of $14.7 million.
Discontinued Operations
Cash used in discontinued operations was $0.6 million for the nine month period ended September 30, 2022 and related primarily to separation related expenses.
Free Cash Flow
Free cash flow increased $270.7 million to $720.2 million in the nine month period ended September 30, 2023 from $449.5 million in the same nine month period in 2022 due to increased cash provided by operating activities, partially offset by higher capital expenditures.
Critical Accounting Estimates
Management has evaluated the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements and related notes and believe those estimates to be reasonable and appropriate. Certain of these accounting estimates require the application of significant judgment by management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving management judgments and estimates may be found in the section “Critical Accounting Estimates” of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 1 “Summary of Significant Accounting Policies” of “Item 8. Financial Statements and Supplementary Data” included in our 2022 Annual Report.
Environmental Matters
Information with respect to the effect of compliance with environmental protection requirements and resolution of environmental claims on us and our manufacturing operations is contained in Note 18 “Contingencies” to the condensed consolidated financial statements included elsewhere in this Form 10-Q. We believe that as of September 30, 2023, there have been no material changes to the environmental matters disclosed in our 2022 Annual Report.
Recent Accounting Pronouncements
The information set forth in Note 1 “Basis of Presentation and Recent Accounting Pronouncements” to our condensed consolidated financial statements under Part 1, Item 1 “Financial Statements” under the heading “Recently Issued Accounting Pronouncements” is incorporated herein by reference.
47

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to interest rate risk as a result of our variable-rate borrowings. We manage our exposure to interest rate risk by using interest rate swap and cap contracts, from time to time, as cash flow hedges of our variable rate debt in order to adjust the relative fixed and variable portions.
In addition, we are exposed to foreign currency risks that arise from our global business operations. Changes in foreign currency exchange rates affect the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany loans with foreign subsidiaries and transactions denominated in currencies other than a subsidiary’s functional currency. While future changes in foreign currency exchange rates are difficult to predict, our revenues and earnings may be adversely affected if the U.S. dollar further strengthens.
We seek to minimize our exposure to foreign currency risks through a combination of normal operating activities, including by conducting our international business operations primarily in their functional currencies to match expenses with revenues, and the use of cross currency interest rate swap contracts and foreign currency forward exchange contracts. In addition, to mitigate the risk arising from entering into transactions in currencies other than our functional currencies, we typically settle intercompany trading balances at least quarterly.
As of September 30, 2023, there have been no material changes to our market risk assessment previously disclosed in the 2022 Annual Report.
ITEM 4.    CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
48

PART II.    OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS
The information set forth in Note 18 “Contingencies” to our Condensed Consolidated Financial Statements under Part I, Item 1 “Financial Statements,” is incorporated herein by reference.
ITEM 1A.    RISK FACTORS
As of September 30, 2023, there have been no material changes to our risk factors included in our 2022 Annual Report.
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Company Purchases
The following table contains detail related to the repurchase of our common stock based on the date of trade during the three month period ended September 30, 2023.
2023 Third Quarter Months
Total Number of Shares Purchased(1)
Average Price Paid Per Share(2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(3)
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3)
July 1, 2023 - July 31, 2023 598  $ 65.36  —  $ 373,033,155 
August 1, 2023 - August 31, 2023 908  $ 68.14  —  $ 373,033,155 
September 1, 2023 - September 30, 2023 —  $ —  —  $ 373,033,155 
Total 1,506  — 
(1)Includes shares of common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of certain restricted stock units, comprised of 598 shares in the period from July 1, 2023 to July 31, 2023 and 908 shares in the period from August 1, 2023 to August 31, 2023.
(2)The average price paid per share includes brokerage commissions.
(3)On August 24, 2021, our Board of Directors approved a share repurchase program which authorized the repurchase of up to $750.0 million of the Company’s outstanding common stock. The authorization does not have any expiration date.
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.    OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the quarter ended September 30, 2023, none of our director or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
Third Amended and Restated Bylaws
On October 31, 2023, the Company’s Board of Directors (the “Board”) approved and adopted the Company’s third amended and restated bylaws (the “Bylaws”), effective as of such date, primarily to (i) implement proxy access; (ii) address matters relating to Rule 14a-19 under the Exchange Act of 1934 (the “Universal Proxy Card Rules”); and (iii) include other conforming and administrative revisions, including revisions to reflect recent developments related to Delaware General Corporation Law (the “DGCL”), in each case, as further described below.
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With respect to the implementation of proxy access, the Bylaws include a new Article II, Section 2.14, which permits a stockholder or group of stockholders to nominate for election to the Board, and include in our proxy materials for our annual meeting of stockholders, nominees, subject to certain limitations, and provided that such nominating stockholder(s) and nominee(s) satisfy the applicable requirements specified in the Bylaws.
The Bylaws also include revisions to the procedural and disclosure requirements for stockholders intending to nominate directors or propose other business (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act), including, without limitation: (i) requiring any stockholder notice provided under Section 2.03 with respect to a nomination under the Universal Proxy Card Rules to include certain representations from the stockholder; (ii) requiring that any stockholder giving notice of a proposed nomination under the Universal Proxy Card Rules to include evidence that it has complied with the requirements of the Universal Proxy Card Rules and provide certain information regarding, and agreements from, the proposed director nominee as required by the Bylaws or as additionally requested by the Company; and (iii) providing that if any stockholder fails to comply with the Universal Proxy Card Rules or to provide evidence of such compliance, then such nomination will be disregarded and no vote on such nominee will occur.
In addition, the Bylaws have been updated to make technical changes to reflect recent amendments to the DGCL to revise the requirement regarding the availability of stockholder lists and to clarify the adjournment procedures with respect to the method of notice for adjourning virtual stockholder meetings.
The Bylaws also implement certain other technical, conforming, modernizing and clarifying changes.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.2 hereto and is incorporated by reference herein.
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ITEM 6.    EXHIBITS
The following is a list of all exhibits filed or furnished as part of this report.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosures other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual statement of affairs as of the date they were made or at any other time.
Exhibit No. Description
Restated Certificate of Incorporation of Ingersoll Rand Inc. (incorporated by reference to Exhibit 3.1 to the
Registrant’s Current Report on Form 8-K filed on June 21, 2021).
Third Amended and Restated Bylaws of Ingersoll Rand Inc.
Base Indenture, dated as of August 14, 2023, among Ingersoll Rand Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current
Report on Form 8-K filed on August 14, 2023).
2028 Notes Supplemental Indenture No. 1, dated as of August 14, 2023, among Ingersoll Rand Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current
Report on Form 8-K filed on August 14, 2023).
2033 Notes Supplemental Indenture No. 1, dated as of August 14, 2023, among Ingersoll Rand Inc. and Deutsche
Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current
Report on Form 8-K filed on August 14, 2023).
Form of Global Note for 5.400% Senior Notes due 2028 (included in Exhibit 4.2 to the Registrant’s Current
Report on Form 8-K filed on August 14, 2023).
Form of Global Note for 5.700% Senior Notes due 2033 (included in Exhibit 4.3 to the Registrant’s Current
Report on Form 8-K filed on August 14, 2023).
Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Scheme Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101).
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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 thereunto duly authorized.
Date: November 3, 2023 INGERSOLL RAND INC.
By: /s/ Michael J. Scheske
Name: Michael J. Scheske
Vice President and Chief Accounting Officer
(Principal Accounting Officer)

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EX-3.2 2 ir2023q3ex32xthirdamendeda.htm EX-3.2 Document

Exhibit 3.2
THIRD AMENDED AND RESTATED
BYLAWS
OF
INGERSOLL RAND INC.

ARTICLE I
Offices

SECTION 1.01    REGISTERED OFFICE. The registered office and registered agent of Ingersoll Rand Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Corporation’s restated certificate of incorporation as then in effect (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). The Corporation may also have offices in such other places in the United States or elsewhere (and may change the Corporation’s registered agent) as the Board of Directors of the Corporation (the “Board of Directors”) may, from time to time, determine or as the business of the Corporation may require.
ARTICLE II
Meetings of Stockholders
SECTION 2.01    ANNUAL MEETINGS. Annual meetings of stockholders may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board of Directors shall determine and state in the notice of meeting. The Board of Directors may, in its sole discretion, determine that annual meetings of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.11 of these Bylaws in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.
SECTION 2.02    SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes may be called at any time only by or at the direction of the Board of Directors or the Chairman of the Board of Directors and may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board of Directors or the Chairman of the Board of Directors shall determine and state in the notice of such meeting. The Board of Directors may, in its sole discretion, determine that special meetings of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.11 of these Bylaws in accordance with Section 211(a)(2) of the DGCL. The Board of Directors may postpone, reschedule or cancel any special meeting of the stockholders previously scheduled by the Board of Directors or the Chairman of the Board of Directors.
SECTION 2.03    NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
(A)Annual Meetings of Stockholders.
(1)Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.04 of Article II of these Bylaws, (b) by or at the direction of the Board of Directors or any authorized committee thereof, (c) with respect to nominations of persons and the proposal of any business not intended to be included in the Corporation’s proxy statement for such annual meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who, complied with the notice procedures set forth in paragraphs (A)(2) and (A)(3) of this Section 2.03 and who was a stockholder of record at the time such notice is delivered to the Secretary of the Corporation, or (d) with respect to nominations of persons intended to be included in the Corporation’s proxy statement for such annual meeting, by a Nominator (as defined below) who complies with the notice and other procedures set forth in Section 2.14 of these Bylaws.
(2)For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 2.03, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, and, in the case of business other than nominations of persons for election to the Board of Directors, such other business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the date of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the anniversary date of the previous year’s meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement (as defined below) of the date of such meeting is first made by the Corporation. Public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice.



Notwithstanding anything in this Section 2.03(A)(2) to the contrary, (a) if the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) calendar days prior to the first anniversary of the prior year’s annual meeting of stockholders, then a stockholder’s notice required by this Section shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary of the Corporation not later than the close of business on the tenth (10th) calendar day following the day on which such public announcement is first made by the Corporation and (b) the number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting.
(3)A stockholder’s notice delivered pursuant to this Section 2.03 shall set forth:
(a)as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; (ii) such person’s written consent to being named in a proxy statement and accompanying proxy card as a nominee of the stockholder and to serving as a director if elected; (iii) such nominee’s signed consent to the running of a background check in accordance with the Corporation’s policy for prospective directors and an agreement to provide any information requested by the Corporation or such background check provider that is necessary to run such background check; (iv) a questionnaire completed and signed by such person (in the form to be provided by the Secretary upon written request of any stockholder of record within ten (10) calendar days of such request) with respect to the background and qualification of such proposed nominee and the background of any other person or entity on whose behalf the nomination is being made; (v) a written representation and agreement (in the form to be provided by the Secretary upon written request of any stockholder of record within ten (10) calendar days of such request) that such proposed nominee (A) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question that has not been disclosed to the Corporation or that could limit or interfere with such proposed nominee’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and (C) would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed corporate governance, code of conduct and ethics, conflicts of interest, share ownership, confidentiality, corporate opportunities, trading and any other codes, policies and guidelines or any rules, regulations and listing standards, in each case, as applicable to directors; (vi) a letter of resignation signed by such nominee, which letter shall specify that such nominee’s resignation is irrevocable and that it shall become effective upon a determination by the Board of Directors or any committee thereof that any of the information provided to the Corporation by the nominating stockholder or relevant nominee in respect of the nomination is or was untrue in any material respect (or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading) or the nominating stockholder or relevant nominee or any affiliate thereof shall have breached any of its representations, obligations or agreements in connection with the nomination; and (vii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant (a “Third-Party Monetary Arrangement”);
(b)as to any other business that the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), (iii) the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and (iv) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;



(c)as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made: (i) the name and address of such stockholder, as they appear on the Corporation’s books and records, and of such beneficial owner; (ii) the class or series and number of shares of capital stock of the Corporation that are owned, directly or indirectly, beneficially and of record by such stockholder and such beneficial owner, including any shares of any class or series of capital stock of the Corporation as to which such stockholder and such beneficial owner or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future; (iii) a representation that the stockholder is a holder of record of the stock of the Corporation at the time of the giving of the notice, will be entitled to vote at such meeting and will appear in person (which, for the avoidance of doubt, includes remote appearance at virtual meetings) or by proxy at the meeting to propose such business or nomination; (iv) a representation whether the stockholder or the beneficial owner, if any, or any of their respective affiliates, associates or others acting in concert therewith (collectively, “proponent person”) will be or is part of a group that will (1) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (2) otherwise solicit proxies or votes from stockholders in support of such proposal or nomination and/or (3) solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act; (v) if such stockholder or any other proponent person intends to engage in a solicitation with respect to a nomination pursuant to this Section 2.03, (1) a statement disclosing the name of each participant in such solicitation (as defined in Item 4 of Schedule 14A under the Exchange Act) and (2) a representation that such stockholder or other proponent person, if any, intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required under Rule 14a-19 under the Exchange Act; (vi) a certification regarding whether such stockholder and beneficial owner, if any, have complied with all applicable federal, state and other legal requirements in connection with the stockholder’s and/or beneficial owner’s acquisition of shares of capital stock or other securities of the Corporation and/or the stockholder’s and/or beneficial owner’s acts or omissions as a stockholder of the Corporation; (vii) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; and (viii) an agreement to bear the expense of any background check conducted with respect to any person whom the stockholder providing the notice, proposes to nominate for election or re-election as a director in accordance with this Section 2.03;
(d)a description of any agreement, arrangement or understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the Corporation between or among the stockholder giving the notice, and any other proponent person;
(e)a description of any agreement, arrangement or understanding (including without limitation any contract to purchase or sell, option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”)) to which any proponent person is a party, the intent or effect of which may be (i) to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (ii) to increase or decrease the voting power of any proponent person with respect to shares of any class or series of stock of the Corporation and/or (iii) to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the Corporation;
(f)any rights to dividends on the shares of the Corporation owned beneficially by such stockholder and such beneficial owner, if any that are separated or separable from the underlying shares of the Corporation;
(g)any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which the stockholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; and
(h)any performance-related fees (other than an asset-based fee) that such stockholder and beneficial owner is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of each such stockholder’s or beneficial owner’s immediate family sharing the same household.
A stockholder providing notice of a proposed nomination for election to the Board of Directors or other business proposed to be brought before a meeting (whether given pursuant to this paragraph (A)(3), or paragraph (B) of this Section 2.03 or Section 2.14 of these Bylaws) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct (x) as of the record date for determining the stockholders entitled to notice of the meeting and (y) as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement thereof, provided that if the record date for determining the stockholders entitled to vote at the meeting is less than fifteen (15) days prior to the meeting or any adjournment or postponement thereof, the information shall be supplemented and updated as of such later date. Any such update and supplement shall be delivered in writing to the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) days after the record date for determining the stockholders entitled to notice of the meeting (in the case of any update and supplement required to be made as of the record date for determining the stockholders entitled to notice of the meeting), not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or adjournment or postponement thereof) and not later than five (5) days after the record date for determining the stockholders entitled to vote at the meeting, but no later than the day prior to the meeting or any adjournment or postponement thereof (in the case of any update and supplement required to be made as of a date less than fifteen (15) days prior to the date of the meeting or any adjournment or postponement thereof).



In addition, if any nominating stockholder provides notice of a proposed nomination for election to the Board of Directors pursuant to Rule 14a-19 under the Exchange Act, such nominating stockholder shall deliver to the Corporation reasonable evidence that it has met the requirements of Rule 14a-19 under the Exchange Act. Such reasonable evidence must be delivered personally or mailed to and received at the principal executive offices of the Corporation, addressed to the Secretary no later than five business days before the date of the meeting.
The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation and to determine the independence of such director under the Exchange Act and rules and regulations thereunder and applicable stock exchange rules.
Notwithstanding the foregoing provisions of this Section 2.03, unless otherwise required by law, if any nominating stockholder provides notice of a proposed nomination of stockholder nominees for election to the Board of Directors pursuant to Rule 14a-19 under the Exchange Act and subsequently (i) notifies the Corporation that such nominating stockholder no longer intends to solicit proxies in support of director nominees other than the Corporation’s director nominees in accordance with Rule 14a-19, (ii) fails to comply with any requirements of Rule 14a-19 under the Exchange Act or any other rules or regulations thereunder, as determined by the chair of the meeting, or (iii) fails to timely deliver reasonable and sufficient evidence that such stockholder has met the requirements of Rule 14a-19 under the Exchange Act or rules or regulations thereunder, then the Corporation shall disregard any proxies or votes solicited for such stockholder’s nominees and such nominating stockholder’s nomination(s) shall be deemed null and void. In addition, any nominating stockholder that provides notice of a proposed nomination for election to the Board of Directors pursuant to Rule 14a-19 under the Exchange Act shall notify the Secretary of the Corporation within two business days of any change in such stockholder’s intent to deliver a proxy statement and form of proxy to the amount of holders of shares of the Corporation’s outstanding capital stock required under Rule 14a-19 under the Exchange Act.
(B)Special Meetings of Stockholders. Only such business (including the election of specific individuals to fill vacancies or newly created directorships on the Board of Directors) shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. At any time that stockholders are not prohibited from filling vacancies or newly created directorships on the Board of Directors, nominations of persons for the election to the Board of Directors to fill any vacancy or unfilled newly created directorship is to be presented to the stockholders may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof, or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting pursuant to the foregoing 2.03(B)(1), by any stockholder of the Corporation who is entitled to vote at the meeting on such matters, who complies with the notice procedures set forth in paragraphs (A)(2) and (A)(3) of this Section 2.03 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of submitting a proposal to stockholders for the election of one or more directors to fill any vacancy or newly created directorship on the Board of Directors, any such stockholder entitled to vote on such matter may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting if the stockholder’s notice as required by paragraph (A)(2) of this Section 2.03 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred and twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which the Corporation first makes a public announcement of the date of the special meeting at which directors are to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.



(C)General. (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 2.03 shall be eligible to serve as directors and only such business shall be conducted at an annual or special meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.03. Except as otherwise provided by the DGCL, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall, in addition to making any other determination that may be appropriate for the conduct of the meeting, have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairman of the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of the meeting shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting, (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants and on stockholder approvals. Notwithstanding the foregoing provisions of this Section 2.03, unless otherwise required by the DGCL, if the stockholder (or a qualified representative of the stockholder) or, in the case of a Nominator Group, the representative designated by the Nominator Group in accordance with Section 2.14 (and as such term is defined therein) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or business, as applicable, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.03, to be considered a qualified representative of a stockholder, Nominator or the Group Member specified pursuant to Section 2.14 (and as such terms are defined therein), a person must be a duly authorized officer, manager or partner of such stockholder, Nominator or Group Member or must be authorized by a writing executed by such stockholder, Nominator or Group Member or an electronic transmission delivered by such stockholder, Nominator or Group Member to act for such stockholder, Nominator or Group Member as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, the meeting of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
(2)Whenever used in these Bylaws, “public announcement” shall mean disclosure (a) in a press release released by the Corporation, provided such press release is released by the Corporation following its customary procedures, is reported by the Dow Jones News Service, Associated Press or comparable national news service, or is generally available on internet news sites, or (b) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.
(3)Notwithstanding the foregoing provisions of this Section 2.03, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.03; provided, however, that, to the fullest extent permitted by law, any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to these Bylaws (including paragraphs (A)(1)(c) and (B) of this Section 2.03 and Section 2.14), and compliance with paragraphs (A)(1)(c) and (B) of this Section 2.03 and Section 2.14 of these Bylaws shall be the exclusive means for a stockholder to make nominations or submit other business, as applicable, other than with respect to Rule 14a-19 to the extent applicable with respect to proxy cards. Nothing in these Bylaws shall be deemed to affect any rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances.
SECTION 2.04    NOTICE OF MEETINGS. Whenever stockholders are required or permitted to take any action at a meeting, a timely notice in writing or by electronic transmission, in the manner provided in Section 232 of the DGCL, of the meeting, which shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be mailed to or transmitted electronically by the Secretary of the Corporation to each stockholder of record entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.
SECTION 2.05    QUORUM. Unless otherwise required by law, the Certificate of Incorporation or the rules of any stock exchange upon which the Corporation’s securities are listed, the holders of record of a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, a majority in voting power of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. Once a quorum is present to organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders.
SECTION 2.06 VOTING. Except as otherwise provided by or pursuant to the provisions of the Certificate of Incorporation, each stockholder entitled to vote at any meeting of the stockholders shall be entitled to one vote for each share of stock held by such stockholder that has voting power upon the matter in question.



Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy in any manner provided under Section 212(c) of the DGCL or as otherwise provided under applicable law, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Unless required by the Certificate of Incorporation or applicable law, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the question is one upon which, by express provision of applicable law, of the rules or regulations of any stock exchange applicable to the Corporation, of any regulation applicable to the Corporation or its securities, of the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.
Except as otherwise expressly provided by the Certificate of Incorporation or these Bylaws, at any meeting for the election of directors at which a quorum is present, each director shall be elected by the vote of the majority of the votes cast with respect to the director’s election; provided, however, that if as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement for such meeting (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission, the number of nominees exceeds the number of directors to be elected at such meeting (a “contested election”), the directors shall be elected by a plurality of the votes cast. For purposes of this section, “a majority of the votes cast” means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker non-votes” not counted as votes cast either “for” or “against” that director’s election). Any incumbent director nominee who fails to receive a majority of the votes cast in an election that is not a contested election shall offer to tender his or her resignation to the Board of Directors in accordance with the policies and procedures adopted by the Board of Directors from time to time. In accordance with such policies and procedures, the Nominating and Corporate Governance Committee, or such other committee designated by the Board of Directors, will make a recommendation to the Board of Directors on whether to accept or reject such resignation, or whether other action should be taken, and the Board of Directors will act taking into account the Nominating and Corporate Governance Committee’s or such other committee’s recommendation and publicly disclose its decision within ninety (90) days from the date of the certification of the election results. Except as otherwise provided in the Certificate of Incorporation, each director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office.
SECTION 2.07    CHAIRMAN OF MEETINGS. The Chairman of the Board of Directors, if one is elected, or, in his or her absence or disability, a person designated by the Board of Directors shall be the chairman of the meeting and, as such, preside at all meetings of the stockholders.
SECTION 2.08    SECRETARY OF MEETINGS. The Secretary of the Corporation shall act as secretary at all meetings of the stockholders. In the absence or disability of the Secretary, the Chairman of the Board of Directors, the Chief Executive Officer or the chairman of the meeting shall appoint a person to act as secretary at such meetings.
SECTION 2.09    CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote only to the extent permitted by and in the manner provided in the Certificate of Incorporation and in accordance with applicable law.
SECTION 2.10 ADJOURNMENT. At any meeting of stockholders of the Corporation, if less than a quorum be present, the chairman of the meeting or stockholders holding a majority in voting power of the shares of stock of the Corporation, present in person or by proxy and entitled to vote thereon, shall have the power to adjourn the meeting from time to time (including to address a technical failure to convene or continue a meeting using remote communication) without notice of the adjourned meeting if the time and place, if any, thereof and the means of remote communication, if any, by which stockholders and proxyholders may be deemed present in person and may vote at such meeting are (A) announced at the meeting at which the adjournment is taken, (B) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (C) set forth in the notice of meeting given in accordance with Section 2.04. Any business may be transacted at the adjourned meeting that might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date so fixed for notice of such adjourned meeting.



SECTION 2.11    REMOTE COMMUNICATION. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:
(A)participate in a meeting of stockholders; and
(B)be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided, that
(1)the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder;
(2)the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and
(3)if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.
SECTION 2.12    INSPECTORS OF ELECTION. The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (a) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (b) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.
SECTION 2.13    DELIVERY TO THE CORPORATION. Whenever Section 2.03 of this Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), except as otherwise requested or consented to by the Corporation, such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered.
SECTION 2.14    PROXY ACCESS FOR DIRECTOR NOMINATIONS.
(A)Whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting, in addition to any persons nominated for election to the Board of Directors by or at the direction of the Board of Directors, subject to the provisions of this Section 2.14, the Corporation shall:
(1)include in its notice of meeting and proxy materials, as applicable, for any annual meeting of stockholders (a) the name of any person nominated for election (the “Stockholder Nominee”) by a stockholder as of the date that the Notice of Proxy Access Nomination (as defined below) is received by the secretary or any assistant secretary of the Corporation at the principal executive offices of the Corporation in accordance with this Section 2.14 who is entitled to vote for the election of directors at the annual meeting and who satisfies the notice, ownership and other requirements of this Section 2.14 (such stockholder, together with the beneficial owner of such shares, a “Nominator”) or by a group of no more than 20 such stockholders (such stockholders, together with the beneficial owners of such shares, a “Nominator Group”) that, collectively as a Nominator Group, satisfies the notice, ownership and other requirements of this Section 2.14 applicable to a Nominator Group; provided that, in the case of a Nominator Group, each member thereof (each, a “Group Member”) shall have satisfied the notice, ownership and other requirements of this Section 2.14 applicable to Group Members, and (b) if the Nominator or the Nominator Group, as applicable, so elects, the Nomination Statement (as defined below) furnished by such Nominator or Nominator Group; and



(2)include such Stockholder Nominee’s name on any ballot distributed at such annual meeting and on the Corporation’s proxy card (or any other format through which the Corporation permits proxies to be submitted) distributed in connection with such annual meeting. Nothing in this Section 2.14 shall limit the Corporation’s ability to solicit against, and include in its proxy materials its own statements relating to, any Stockholder Nominee, Nominator or Nominator Group, or to include such Stockholder Nominee as a nominee of the Board of Directors.
(B)At each annual meeting, a Nominator or Nominator Group may nominate one or more Stockholder Nominees for election at such meeting pursuant to this Section 2.14; provided that the maximum number of Stockholder Nominees nominated by all Nominators and Nominator Groups to appear in the Corporation’s proxy materials (including Stockholder Nominees that were submitted by a Nominator or Nominator Group for inclusion in the Corporation’s proxy materials pursuant to this Section 2.14 but either are subsequently withdrawn, disregarded, declared invalid or ineligible pursuant to this Section 2.14) shall not exceed the greater of two directors or 20% of the total number of directors serving on the Board of Directors as of the Final Proxy Access Deadline (as defined below), or if such number is not a whole number, the closest whole number below 20% (the “Maximum Number”).
The Maximum Number shall be reduced, but not below zero, by the sum of:
(x) the number of persons that the Board of Directors decides to nominate pursuant to an agreement, arrangement or other understanding with one or more stockholders or beneficial owners, as the case may be, in lieu of such person being formally nominated as a director pursuant to this Section 2.14 or Section 2.03(A)(1)(c);
(y) the number of persons that the Board of Directors decides to nominate for re-election who were previously elected to the Board of Directors based on a nomination made pursuant to this Section 2.14 or pursuant to an agreement, arrangement or other understanding with one or more stockholders or beneficial owners, as the case may be, in lieu of such person being formally nominated as a director pursuant to this Section 2.14, in each case, at one of the previous two annual meetings; and
(z) the number of persons that the Board of Directors decides to nominate for re-election who were previously elected to the Board of Directors based on a nomination made pursuant to Section 2.03(A)(1)(c) or pursuant to an agreement, arrangement or other understanding with one or more stockholders or beneficial owners, as the case may be, in lieu of such person being formally nominated as a director pursuant to Section 2.03(A)(1)(c), in each case, at the previous year’s annual meeting;
If one or more vacancies for any reason occurs on the Board of Directors at any time after the Final Proxy Access Deadline but before the date of the applicable annual meeting and the Board of Directors determines to reduce the size of the Board of Directors in connection therewith, the Maximum Number shall be calculated based on the number of directors serving on the Board of Directors as so reduced.
Any Nominator or Nominator Group submitting more than one Stockholder Nominee for inclusion in the Corporation’s proxy materials pursuant to this Section 2.14 shall rank in its Notice of Proxy Access Nomination such Stockholder Nominees based on the order that the Nominator or Nominator Group desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy materials in the event that the total number of Stockholder Nominees submitted by Nominators or Nominator Groups pursuant to this Section 2.14 exceeds the Maximum Number. In the event that the number of Stockholder Nominees submitted by Nominators or Nominator Groups pursuant to this Section 2.14 exceeds the Maximum Number, the highest ranking Stockholder Nominee who meets the requirements of this Section 2.14 from each Nominator and Nominator Group will be selected for inclusion in the Corporation’s proxy materials until the Maximum Number is reached, beginning with the Nominator or Nominator Group with the largest number of shares disclosed as owned (as defined below) in its respective Notice of Proxy Access Nomination submitted to the Corporation and proceeding through each Nominator or Nominator Group in descending order of ownership. If the Maximum Number is not reached after the highest ranking Stockholder Nominee who meets the requirements of this Section 2.14 from each Nominator and Nominator Group has been selected, this process will continue as many times as necessary, following the same order each time, until the Maximum Number is reached.
If, after the Final Proxy Access Deadline, whether before or after the mailing of the Corporation’s definitive proxy statement, (1) a Stockholder Nominee who satisfies the requirements of this Section 2.14 becomes ineligible for inclusion in the Corporation’s proxy materials pursuant to this Section 2.14, becomes unwilling to serve on the Board of Directors, dies, becomes disabled or is otherwise disqualified from being nominated for election or serving as a director of the Corporation or (2) a Nominator or Nominator Group withdraws its nomination or becomes ineligible, then the Board of Directors or the chairman of the meeting shall declare each nomination by such Nominator or Nominator Group to be invalid, and each such nomination shall be disregarded, no replacement nominee or nominees shall be included in the Corporation’s proxy materials or otherwise submitted for election as a director in substitution thereof and the Corporation (a) may omit from its proxy materials information concerning such Stockholder Nominee and (b) may otherwise communicate to its stockholders, including without limitation by amending or supplementing its proxy materials, that the Stockholder Nominee will not be eligible for election at the annual meeting and will not be included as a Stockholder Nominee in the proxy materials.



(C)To nominate a Stockholder Nominee, the Nominator or Nominator Group shall submit to the Secretary of the Corporation the information required by this Section 2.14 on a timely basis. To be timely, the Notice of Proxy Access Nomination must be addressed to and received by the Secretary of the Corporation not less than 120 days nor more than 150 days prior to the first anniversary of the date on which the Corporation’s definitive proxy statement was released to stockholders in connection with the prior year’s annual meeting; provided, however, that if the annual meeting is convened more than 30 days prior to or delayed by more than 60 days after the first anniversary of the date of the preceding year’s annual meeting, the information must be so received not earlier than 120 days prior to such annual meeting and not later than the close of business on the later of (x) the 90th day prior to such annual meeting or (y) the 10th day following the day on which a public announcement of the date of the annual meeting is first made (the last day on which a Notice of Proxy Access Nomination may be delivered pursuant to and in accordance with this Section 2.14, the “Final Proxy Access Deadline”); provided further that in no event shall any adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period or extend any time period for the receipt of the information required by this Section 2.14. The written notice required by this Section 2.14 (the “Notice of Proxy Access Nomination”) shall include:
(1)a written notice of the nomination by such Nominator or Nominator Group expressly requesting to have its Stockholder Nominee included in the Corporation’s proxy materials pursuant to this Section 2.14 that includes, with respect to the Stockholder Nominee and the Nominator (including any beneficial owner on whose behalf the nomination is made) or, in the case of a Nominator Group, with respect to each Group Member (including any beneficial owner on whose behalf the nomination is made) all of the representations, agreements and other information required in a stockholder notice submitted under Section 2.03(A)(1)(c) of these Bylaws;
(2)if the Nominator or Nominator Group so elects, a written statement of the Nominator or Nominator Group for inclusion in the Corporation’s proxy statement in support of the election of the Stockholder Nominee(s) to the Board of Directors, which statement shall be limited to and not exceed 500 words with respect to each Stockholder Nominee (the “Nomination Statement”) and shall not include any images, charts, pictures, graphic presentations or similar items;
(3)in the case of a nomination by a Nominator Group, the designation by all Group Members of one specified Group Member (or a qualified representative thereof) that is authorized to act on behalf of all Group Members with respect to the nomination and matters related thereto, including withdrawal of the nomination;
(4)a representation by the Stockholder Nominee and the Nominator or Nominator Group (including each Group Member) and any beneficial owner on whose behalf the nomination is made that each such person has provided and will provide facts, statements and other information in all communications with the Corporation and its stockholders and beneficial owners, including without limitation the Notice of Proxy Access Nomination and the Nomination Statement, that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading;
(5)a statement of the Nominator or Nominator Group (including each Group Member) and any beneficial owner on whose behalf the nomination is made, setting forth and certifying the number of shares such Nominator or Nominator Group is deemed to own (as determined in accordance with sub-paragraph (D) of this Section 2.14) continuously for at least three years as of the date of the Notice of Proxy Access Nomination and one or more written statements from the stockholder of the Required Shares (as defined below), and from each intermediary through which such shares are or have been held during the requisite three-year holding period, verifying that, as of a date within seven days prior to the date that the Notice of Proxy Access Nomination is received by the Secretary of the Corporation, the Nominator or the Nominator Group, as the case may be, owns, and has owned continuously for the preceding three years, the Required Shares, and the Nominator’s or, in the case of a Nominator Group, each Group Member’s agreement to provide (1) within seven days after the record date for the applicable annual meeting, written statements from the stockholder and intermediaries verifying the Nominator’s or the Nominator Group’s, as the case may be, continuous ownership of the Required Shares through the record date; provided that if and to the extent that a stockholder is acting on behalf of one or more beneficial owners, such written statements shall also be submitted by any such beneficial owner or owners, and (2) immediate notice if the Nominator or the Nominator Group, as the case may be, ceases to own the Required Shares prior to the date of the applicable annual meeting;
(6)a copy of any Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act;
(7)a representation by the Nominator (including any beneficial owner on whose behalf the nomination is made), or, in the case of a Nominator Group, each Group Member (including any beneficial owner on whose behalf the nomination is made) that:
(a)to the best of the Nominator or Nominator Group’s knowledge, the Required Shares were acquired in the ordinary course of business and not with intent to change or influence control of the Corporation, and each such person does not presently have such intent;



(b)each such person will maintain ownership (as defined in this Section 2.14) of the Required Shares through the date of the applicable annual meeting along with a further statement as to whether or not such person has the intention to hold the Required Shares for at least one year thereafter (which statement the Nominator or Nominator Group shall include in its Nomination Statement, it being understood that the inclusion of such statement shall not count towards the Nomination Statement’s 500-word limit);
(c)each such person has not nominated, and will not nominate, for election to the Board of Directors at the applicable annual meeting any person other than its Stockholder Nominee(s) pursuant to this Section 2.14;
(d)each such person has not distributed, and will not distribute, to any stockholders or beneficial owners any form of proxy for the applicable annual meeting other than the form distributed by the Corporation;
(e)each such person has not engaged in, and will not directly or indirectly engage in, and has not been and will not be a participant (as defined in Schedule 14A of the Exchange Act) in, a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the applicable annual meeting other than with respect to such Nominator or Nominator Group’s Stockholder Nominee(s) or a nominee of the Board of Directors; and
(f)each such person consents to the public disclosure of the information provided pursuant to this Section 2.14;
(8)an executed agreement, in a form deemed satisfactory by the Board of Directors or any committee thereof, pursuant to which the Nominator (including any beneficial owner on whose behalf the nomination is made) or, in the case of a Nominator Group, each Group Member (including any beneficial owner on whose behalf the nomination is made) agrees to:
(a)comply with all applicable laws, rules and regulations arising out of or relating to the nomination of each Stockholder Nominee pursuant to this Section 2.14;
(b)assume all liability stemming from any legal or regulatory violation arising out of the communications and information provided by such person(s) to the Corporation and its stockholders and beneficial owners, including without limitation the Notice of Proxy Access Nomination and Nomination Statement;
(c)indemnify and hold harmless the Corporation and each of its directors, officers, employees, agents and affiliates individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers, employees, agents and affiliates arising out of or relating to any nomination submitted by such person(s) pursuant to this Section 2.14;
(d)file with the Securities and Exchange Commission any solicitation by or on behalf of the Nominator or Nominator Group (including each Group Member) and any beneficial owner on whose behalf the nomination is made relating to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation under Regulation 14A of the Exchange Act;
(e)furnish to the Corporation all notifications and updated information required by this Section 2.14, including, without limitation, the information required by sub-paragraph (E) of this Section 2.14; and
(f)upon request, provide to the Corporation within five business days after such request, but in any event prior to the day of the annual meeting, such additional information as reasonably requested by the Corporation; and
(9)a letter of resignation signed by each Stockholder Nominee, which letter shall specify that such Stockholder Nominee’s resignation is irrevocable and that it shall become effective upon a determination by the Board of Directors or any committee thereof that (a) any of the information provided to the Corporation by the Nominator, the Nominator Group, any Group Member (including, in each case, any beneficial owner on whose behalf the nomination is made) or the Stockholder Nominee in respect of the nomination of such Stockholder Nominee pursuant to this Section 2.14 is or was untrue in any material respect (or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading) or (b) the Stockholder Nominee, the Nominator, the Nominator Group or any Group Member (including, in each case, any beneficial owner on whose behalf the nomination is made) or any affiliate thereof shall have breached any of its representations, obligations or agreements under this Section 2.14.
(D)Ownership Requirements.



(1)To nominate a Stockholder Nominee pursuant to this Section 2.14, the Nominator or Nominator Group shall have owned shares representing 3% or more of the voting power entitled to vote generally in the election of directors (the “Required Shares”) continuously for at least three years as of both the date the Notice of Proxy Access Nomination is submitted to the Corporation and the record date for determining stockholders eligible to vote at the applicable annual meeting and must continue to own the Required Shares at all times between and including the date the Notice of Proxy Access Nomination is submitted to the Corporation and the date of the applicable annual meeting; provided that if and to the extent a stockholder is acting on behalf of one or more beneficial owners (a) only the shares owned by such beneficial owner or owners, and not any other shares owned by any such stockholder, shall be counted for purposes of satisfying the foregoing ownership requirement and (b) the aggregate number of stockholders and all such beneficial owners whose share ownership is counted for the purposes of satisfying the foregoing ownership requirement shall not exceed 20. For the purposes of determining whether the Nominator or Nominator Group owned the Required Shares for the requisite three-year period, the aggregate number of shares entitled to vote generally in the election of directors shall be determined by reference to the Corporation’s periodic filings with the Securities and Exchange Commission during the ownership period. Two or more funds that are (a) under common management and investment control, (b) under common management and funded primarily by the same employer or (c) considered a “group of investment companies,” as such term is defined in the Investment Company Act of 1940, as amended, shall be treated as one stockholder or beneficial owner, as the case may be, for the purpose of satisfying the foregoing ownership requirements; provided that each fund otherwise meets the requirements set forth in this Section 2.14; and provided further that any such funds for which shares are aggregated for the purpose of satisfying the foregoing ownership requirements provide documentation reasonably satisfactory to the Corporation that demonstrates that the funds satisfy the criteria for being treated as one stockholder within seven days after the Notice of Proxy Access Nomination is delivered to the Corporation. No shares may be attributed to more than one Nominator or Nominator Group, and no stockholder or beneficial owner may be a member of more than one Nominator Group (other than a stockholder directed to act by more than one beneficial owner) for the purposes of this Section 2.14.
(2)For purposes of Section 2.03 and this Section 2.14, “ownership” shall be deemed to consist of and include only the outstanding shares as to which a person possesses both (a) the full voting and investment rights pertaining to such shares and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the ownership of shares calculated in accordance with clauses (a) and (b) shall not include any shares (i) that a person or any of its affiliates has sold in any transaction that has not been settled or closed, including any short sale, (ii) that a person or any of its affiliates has borrowed for any purpose or purchased pursuant to an agreement to resell or (iii) that are subject to any Derivative Instrument or similar agreement entered into by a person or any of its affiliates, whether any such security, instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares, in any case in which such security, instrument or agreement has, or is intended to have, or if exercised by either party would have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, the person’s or such person’s affiliates’ full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting or altering to any degree any gain or loss arising from the full economic ownership of such person’s or such person’s affiliates’ shares. “Ownership” shall include shares held in the name of a nominee or other intermediary so long as the person claiming ownership of such shares retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A person’s ownership of shares shall be deemed to continue during any period in which the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person. A person’s ownership of shares shall be deemed to continue during any period in which the person has loaned such shares provided that the person has the power to recall such loaned shares on five business days’ notice, will vote such shares at the annual meeting and will hold such shares through the date of the annual meeting. For the purposes of Section 2.03 and Section 2.14, the terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. For the purposes of Section 2.03 and Section 2.14, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the rules and regulations of the Exchange Act.
(E)For the avoidance of doubt, with respect to any nomination submitted by a Nominator Group pursuant to this Section 2.14, the information required by sub-paragraph (C) of this Section 2.14 to be included in the Notice of Proxy Access Nomination shall be provided by each Group Member (including any beneficial owner on whose behalf the nomination is made), and each such Group Member (including any beneficial owner on whose behalf the nomination is made) shall execute and deliver to the Secretary of the Corporation the representations and agreements required under sub-paragraph (C) of this Section 2.14 at the time the Notice of Proxy Access Nomination is submitted to the Corporation. In the event that the Nominator, Nominator Group or any Group Member shall have breached any of their agreements with the Corporation or any information included in the Nomination Statement or the Notice of Proxy Access Nomination, or any other communications by the Nominator, Nominator Group or any Group Member (including any beneficial owner on whose behalf the nomination is made) with the Corporation or its stockholders and beneficial owners, ceases to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made and as of such later date, not misleading), each Nominator, Nominator Group or Group Member (including any beneficial owner on whose behalf the nomination is made), as the case may be, shall promptly (and in any event within 48 hours of discovering such breach or that such information has ceased to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made and as of such later date, not misleading)) notify the Secretary of the Corporation of any such breach, inaccuracy or omission in such previously provided information and shall provide the information that is required to correct any such defect, if applicable, it being understood that providing any such notification shall not be deemed to cure any defect or limit the Corporation’s rights to omit a Stockholder Nominee from its proxy materials as provided in this Section 2.14.
(F)Stockholder Nominee Requirements.



(1)Within the time period specified in this Section 2.14 for delivering the Notice of Proxy Access Nomination, each Stockholder Nominee must deliver to the Secretary of the Corporation all representations, agreements and other information required with respect to Stockholder Nominees that would be required pursuant to a nomination under Section 2.03(A)(1)(c) of these Bylaws, and a written representation and agreement, which shall be deemed a part of the Notice of Proxy Access Nomination for purposes of this Section 2.14, providing that such person: (a) understands his or her duties as a director under the DGCL and agrees to act in accordance with those duties while serving as a director; (b) is not and will not become a party to any Third-Party Monetary Arrangement that has not been disclosed to the Corporation; (c) agrees to meet with the Board of Directors or any committee or delegate thereof to discuss matters relating to the nomination of the Stockholder Nominee, including information in the Notice of Proxy Access Nomination and such Stockholder Nominee’s eligibility to serve as a member of the Board of Directors; (d) consents to being named in the Corporation’s proxy materials and (e) will provide facts, statements and other information in all communications with the Corporation and its stockholders and beneficial owners that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
(2)In the event that a Stockholder Nominee shall have breached any of their agreements with the Corporation or any information or communications provided by a Stockholder Nominee to the Corporation or its stockholders and beneficial owners ceases to be true and correct in any material respect or omits a fact necessary to make the statements made in light of the circumstances under which they were made, not misleading, such nominee shall promptly (and in any event within 48 hours of discovering such breach or that such information has ceased to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made and as of such later date, not misleading)) notify the Secretary of the Corporation of any such breach, inaccuracy or omission in such previously provided information and shall provide the information that is required to make such information or communication true and correct, if applicable, it being understood that providing any such notification shall not be deemed to cure any defect or limit the Corporation’s rights to omit a Stockholder Nominee from its proxy materials as provided in this Section 2.14.
(G)In the event any Nominator or Nominator Group (including any beneficial owner on whose behalf the nomination is made) submits a nomination at an annual meeting pursuant to this Section 2.14 and such Stockholder Nominee shall have been nominated for election at any of the previous two annual meetings and such Stockholder Nominee shall not have received at least 25% of the votes cast in favor of such nominee’s election or such nominee withdrew from or became ineligible or unavailable for election to the Board of Directors, then such nomination shall be disregarded.
(H)Notwithstanding anything to the contrary contained in this Section 2.14, the Corporation shall not be required to include, pursuant to this Section 2.14, a Stockholder Nominee in its proxy materials for any annual meeting, or, if the proxy statement already has been filed, to submit the nomination of a Stockholder Nominee to a vote at the annual meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation:
(1)for any meeting for which the Secretary of the Corporation receives notice that any stockholder or beneficial owner, as the case may be, intends to nominate one or more persons for election to the Board of Directors pursuant to Section 2.03(A)(1)(c);
(2)who is not determined by the Board of Directors in its sole discretion to be independent under the listing standards of each principal stock exchange upon which the shares of the Corporation are listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors, including those applicable to a director’s service on any of the committees of the Board of Directors, in each case, as determined by the Board of Directors or any committee thereof, in its sole discretion;
(3)whose election as a member of the Board of Directors would cause the Corporation to be in violation of these Bylaws, the Certificate of Incorporation, the rules and listing standards of the principal stock exchanges upon which the shares of the Corporation are listed, or any applicable law, rule or regulation or of any publicly disclosed standards of the Corporation applicable to directors, in each case, as determined by the Board of Directors or any committee thereof, in its sole discretion;
(4)who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended;
(5)who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years;
(6)who is subject to any order of the type specified in Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”);
(7)if the Stockholder Nominee or Nominator (including any beneficial owner on whose behalf the nomination is made), or, in the case of a Nominator Group, any Group Member (including any beneficial owner on whose behalf the nomination is made) shall have provided information to the Corporation in connection with such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make any statement made, in light of the circumstances under which it was made, not misleading, as determined by the Board of Directors or any committee thereof, in its sole discretion;



(8)if the Nominator (including any beneficial owner on whose behalf the nomination is made), or, in the case of a Nominator Group, any Group Member (including any beneficial owner on whose behalf the nomination is made) has engaged in or is currently engaged in, or has been or is a participant (as defined in Schedule 14A of the Exchange Act) in, a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the applicable annual meeting other than with respect to such Nominator or Nominator Group’s Stockholder Nominee(s) or a nominee of the Board of Directors; or
(9)the Nominator or, in the case of a Nominator Group, any Group Member, or applicable Stockholder Nominee otherwise breaches or fails to comply with its representations or obligations pursuant to these Bylaws, including, without limitation, this Section 2.14.
For the purpose of this sub-paragraph (H), clauses (2) through (9) will result in the exclusion from the proxy materials pursuant to this Section 2.14 of the specific Stockholder Nominee(s) to whom the ineligibility applies, or, if the proxy statement has already been filed, the ineligibility of the Stockholder Nominee(s) and, in either case, the inability of the Nominator or Nominator Group that nominated any such Stockholder Nominee to substitute another Stockholder Nominee therefor; however, clause (I) will result in the exclusion from the proxy materials pursuant to this Section 2.14 of all Stockholder Nominees for the applicable annual meeting, or, if the proxy statement already has been filed, the ineligibility of all Stockholder Nominees.
(I)Notwithstanding anything to the contrary contained in this Section 2.14:
(1)the Corporation may omit from its proxy materials any information, including all or any portion of the Nomination Statement, if the Board of Directors determines that the disclosure of such information would violate any applicable law or regulation or that such information is not true and correct in all material respects or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and
(2)if any Nominator, Nominator Group or Group Member (including any beneficial owner on whose behalf the nomination is made) or Stockholder Nominee has failed to comply with the requirements of this Section 2.14, the Board of Directors or the chairman of the meeting may declare the nomination by such Nominator or Nominator Group to be invalid, and such nomination shall be disregarded.
(J)Other than Rule 14a-19 under the Exchange Act, this Section 2.14 shall be the exclusive method for stockholders to include nominees for director in the Corporation’s proxy materials.
SECTION 2.15    PROXY CARD COLOR. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.
ARTICLE III
Board of Directors
SECTION 3.01    POWERS. Except as otherwise provided in the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by the DGCL or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.
SECTION 3.02    NUMBER AND TERM; CHAIRMAN. Subject to the Certificate of Incorporation, the number of directors shall be fixed exclusively by resolution of the Board of Directors. Directors shall be elected by the stockholders at their annual meeting, and the term of each director so elected shall be as set forth in the Certificate of Incorporation. Directors need not be stockholders. The Board of Directors shall elect a Chairman of the Board of Directors, who shall have the powers and perform such duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which he or she is present. If the Chairman of the Board of Directors is not present at a meeting of the Board of Directors, a majority of the directors present at such meeting shall elect one (1) of their members to preside over such meeting.
SECTION 3.03    RESIGNATIONS. Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors or the Chairman of the Board of Directors. The resignation shall take effect at the time or upon the happening of any event specified therein, and if no specification is so made, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation.
SECTION 3.04    REMOVAL. Directors of the Corporation may be removed in the manner provided in the Certificate of Incorporation and applicable law.



SECTION 3.05    VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Except as otherwise provided by the DGCL, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Certificate of Incorporation. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.
SECTION 3.06    MEETINGS. Regular meetings of the Board of Directors may be held at such places and times as shall be determined from time to time by the Board of Directors. Special meetings of the Board of Directors may be called by the Chief Executive Officer of the Corporation or the Chairman of the Board of Directors or as provided by the Certificate of Incorporation, and shall be called by the Chief Executive Officer or the Secretary of the Corporation if directed by a majority the Board of Directors and shall be at such places and times as they or he or she shall fix. Notice need not be given of regular meetings of the Board of Directors. At least twenty four (24) hours before each special meeting of the Board of Directors, either written notice, notice by electronic transmission or oral notice (either in person or by telephone) notice of the time, date and place of the meeting shall be given to each director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.
SECTION 3.07    QUORUM, VOTING AND ADJOURNMENT. Except as otherwise provided by the DGCL, the Certificate of Incorporation or these Bylaws, a majority of the total number of directors shall constitute a quorum for the transaction of business. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the time and place of such adjourned meeting are announced at the meeting so adjourned.
SECTION 3.08    COMMITTEES; COMMITTEE RULES. The Board of Directors may designate one or more committees, including but not limited to an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided that no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.
SECTION 3.09    ACTION WITHOUT A MEETING. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed in the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes are maintained in electronic form.
SECTION 3.10    REMOTE MEETING. Unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute presence in person at such meeting.
SECTION 3.11    COMPENSATION. The Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.



SECTION 3.12    RELIANCE ON BOOKS AND RECORDS. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
ARTICLE IV
Officers
SECTION 4.01    NUMBER. The officers of the Corporation shall include a Chief Executive Officer, a principal financial officer, a principal accounting officer and a Secretary, each of whom shall be elected by the Board of Directors and who shall hold office for such terms as shall be determined by the Board of Directors and until their successors are elected and qualify or until their earlier resignation or removal. In addition, the Board of Directors may elect one or more Vice Presidents, including one or more Executive Vice Presidents, Senior Vice Presidents, a Treasurer and one or more Assistant Treasurers and one or more Assistant Secretaries and any other additional officers as the Board of Directors deems necessary or advisable, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Any number of offices may be held by the same person.
SECTION 4.02    OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers and agents as it deems advisable, who shall hold their office for such terms and shall exercise and perform such powers and duties as shall be determined from time to time by the Board of Directors. The Board of Directors may appoint one or more officers called a Vice Chairman, each of whom does not need to be a member of the Board of Directors.
SECTION 4.03    CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have general executive charge, management, and control of the properties and operations of the Corporation in the ordinary course of its business, with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities.
SECTION 4.04    VICE PRESIDENTS. Each Vice President, if any are elected, of whom one or more may be designated an Executive Vice President or Senior Vice President, shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive Officer or the Board of Directors.
SECTION 4.05    TREASURER. The Treasurer shall have custody of the corporate funds, securities, evidences of indebtedness and other valuables of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors or its designees selected for such purposes. The Treasurer shall disburse the funds of the Corporation, taking proper vouchers therefor. The Treasurer shall render to the Chief Executive Officer and the Board of Directors, upon their request, a report of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.
In addition, the Treasurer shall have such further powers and perform such other duties incident to the office of Treasurer as from time to time are assigned to him or her by the Chief Executive Officer or the Board of Directors.
SECTION 4.06    SECRETARY. The Secretary shall: (a) cause minutes of all meetings of the stockholders and directors to be recorded and kept properly; (b) cause all notices required by these Bylaws or otherwise to be given properly; (c) see that the minute books, stock books, and other nonfinancial books, records and papers of the Corporation are kept properly; and (d) cause all reports, statements, returns, certificates and other documents to be prepared and filed when and as required. The Secretary shall have such further powers and perform such other duties as prescribed from time to time by the Chief Executive Officer or the Board of Directors.
SECTION 4.07    ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Each Assistant Treasurer and each Assistant Secretary, if any are elected, shall be vested with all the powers and shall perform all the duties of the Treasurer and Secretary, respectively, in the absence or disability of such officer, unless or until the Chief Executive Officer or the Board of Directors shall otherwise determine. In addition, Assistant Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as shall be assigned to them by the Chief Executive Officer or the Board of Directors.
SECTION 4.08    CORPORATE FUNDS AND CHECKS. The funds of the Corporation shall be kept in such depositories as shall from time to time be prescribed by the Board of Directors or its designees selected for such purposes. All checks or other orders for the payment of money shall be signed by the Chief Executive Officer, a Vice President, the Treasurer or the Secretary or such other person or agent as may from time to time be authorized and with such countersignature, if any, as may be required by the Board of Directors.



SECTION 4.09    CONTRACTS AND OTHER DOCUMENTS. The Chief Executive Officer and the Secretary, or such other officer or officers as may from time to time be authorized by the Board of Directors or any other committee given specific authority in the premises by the Board of Directors during the intervals between the meetings of the Board of Directors, shall have power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.
SECTION 4.10    OWNERSHIP OF STOCK OF ANOTHER CORPORATION. Unless otherwise directed by the Board of Directors, the Chief Executive Officer, a Vice President, the Treasurer or the Secretary, or such other officer or agent as shall be authorized by the Board of Directors, shall have the power and authority, on behalf of the Corporation, to attend and to vote at any meeting of securityholders of any entity in which the Corporation holds securities or equity interests and may exercise, on behalf of the Corporation, any and all of the rights and powers incident to the ownership of such securities or equity interests at any such meeting, including the authority to execute and deliver proxies and consents on behalf of the Corporation.
SECTION 4.11    DELEGATION OF DUTIES. In the absence, disability or refusal of any officer to exercise and perform his or her duties, the Board of Directors may delegate to another officer such powers or duties.
SECTION 4.12    RESIGNATION AND REMOVAL. Any officer of the Corporation may be removed from office for or without cause at any time by the Board of Directors. Any officer may resign at any time in the same manner prescribed under Section 3.03 of these Bylaws.
SECTION 4.13    VACANCIES. The Board of Directors shall have the power to fill vacancies occurring in any office.
ARTICLE V
Stock
SECTION 5.01    SHARES WITH CERTIFICATES. The shares of stock of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock in the Corporation represented by certificates shall be entitled to have a certificate signed by, or in the name of, the Corporation by any two authorized officers of the Corporation (it being understood that each of the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer, a Vice President, the Treasurer, any Assistant Treasurer, the Secretary and any Assistant Secretary of the Corporation shall be an authorized officer for such purpose), certifying the number and class of shares of stock of the Corporation owned by such holder. Any or all of the signatures on the certificate may be a facsimile. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars.
SECTION 5.02    UNCERTIFICATED SHARES. If the Board of Directors chooses to issue uncertificated shares, within a reasonable time after the issue or transfer of uncertificated shares, a written statement of the information required by the DGCL shall be sent by or on behalf of the Corporation to stockholders entitled to such uncertificated shares. The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided that the use of such system by the Corporation is permitted by applicable law.
SECTION 5.03    TRANSFER OF SHARES. Shares of stock of the Corporation shall be transferable upon its books by the holders thereof, in person or by their duly authorized attorneys or legal representatives, in the manner prescribed by law, the Certificate of Incorporation and in these Bylaws, upon surrender to the Corporation by delivery thereof (to the extent evidenced by a physical stock certificate) to the person in charge of the stock and transfer books and ledgers. Certificates representing such shares, if any, shall be cancelled and new certificates, if the shares are to be certificated, shall thereupon be issued. Shares of capital stock of the Corporation that are not represented by a certificate shall be transferred in accordance with any procedures adopted by the Corporation or its agents and applicable law. A record shall be made of each transfer. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares requested to be transferred, both the transferor and transferee request the Corporation do so. The Corporation shall have power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of certificates representing shares of stock of the Corporation and uncertificated shares.
SECTION 5.04 LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. A new certificate of stock or uncertificated shares may be issued in the place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed, and the Corporation may, in its discretion, require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond, in such sum as the Corporation may direct, in order to indemnify the Corporation against any claims that may be made against it in connection therewith. A new certificate or uncertificated shares of stock may be issued in the place of any certificate previously issued by the Corporation that has become mutilated upon the surrender by such owner of such mutilated certificate and, if required by the Corporation, the posting of a bond by such owner in an amount sufficient to indemnify the Corporation against any claim that may be made against it in connection therewith.



SECTION 5.05    LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Corporation shall prepare, no later than the tenth day before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of ten days ending on the date prior to the meeting date (a) on a reasonably accessible electronic network; provided that the information required to gain access to such list is provided with the notice of meeting or (b) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Except as otherwise provided by the DGCL, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 5.05 or to vote in person or by proxy at any meeting of stockholders.
SECTION 5.06    FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
(A)In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(B)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
(C)Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate action without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
SECTION 5.07    REGISTERED STOCKHOLDERS. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock or notification to the Corporation of the transfer of uncertificated shares with a request to record the transfer of such share or shares, the Corporation may treat the registered owner of such share or shares as the person entitled to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner of such share or shares. To the fullest extent permitted by law, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.
ARTICLE VI
Notice and Waiver of Notice
SECTION 6.01 NOTICE. Any notice to any stockholder under the Certificate of Incorporation, these Bylaws or the DGCL shall be deemed given, if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation, and if given by any other form, including any form of electronic transmission, permitted by the DGCL shall be deemed given as provided in the DGCL.



Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.
SECTION 6.02    WAIVER OF NOTICE. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting (in person or by remote communication) shall constitute waiver of notice except attendance for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE VII
Indemnification
SECTION 7.01    RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 7.03 with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.
SECTION 7.02    RIGHT TO ADVANCEMENT OF EXPENSES. In addition to the right to indemnification conferred in Section 7.01, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03 (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under Sections 7.01 and 7.02 or otherwise.
SECTION 7.03    RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 7.01 or 7.02 is not paid in full by the Corporation within (i) sixty (60) days after a written claim for indemnification has been received by the Corporation or (ii) twenty (20) days after a claim for an advancement of expenses has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim or to obtain advancement of expenses, as applicable. To the fullest extent permitted by law, if the indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee has not met any applicable standard for indemnification set forth in the DGCL, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit.



In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.
SECTION 7.04    INDEMNIFICATION NOT EXCLUSIVE.
(A)The provision of indemnification to or the advancement of expenses and costs to any indemnitee under this Article VII, or the entitlement of any indemnitee to indemnification or advancement of expenses and costs under this Article VII, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to such indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such indemnitee’s capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity.
(B)Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the indemnitee as a director and/or officer of the Corporation at the request of the indemnitee-related entities (as defined below), the Corporation shall be fully and primarily responsible for the payment to the indemnitee in respect of indemnification or advancement of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of the Certificate of Incorporation or these Bylaws of the Corporation (or any other agreement between the Corporation and such persons, as applicable) in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article VII, irrespective of any right of recovery the indemnitee may have from the indemnitee-related entities. Any obligation on the part of any indemnitee-related entities to indemnify or advance expenses to any indemnitee shall be secondary to the Corporation’s obligation and shall be reduced by any amount that the indemnitee may collect as indemnification or advancement from the Corporation. The Corporation irrevocably waives, relinquishes and releases the indemnitee-related entities from any and all claims against the indemnitee-related entities for contribution, subrogation or any other recovery of any kind in respect thereof. Under no circumstance shall the Corporation be entitled to any right of subrogation or contribution by the indemnitee-related entities and no right of advancement or recovery the indemnitee may have from the indemnitee-related entities shall reduce or otherwise alter the rights of the indemnitee or the obligations of the Corporation hereunder. In the event that any of the indemnitee-related entities shall make any payment to the indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the indemnitee-related entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee against the Corporation, and the indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the indemnitee-related entities effectively to bring suit to enforce such rights. Each of the indemnitee-related entities shall be third-party beneficiaries with respect to paragraph (B) of this Section 7.04 of Article VII, entitled to enforce this paragraph (B) of this Section 7.04 of Article VII.
For purposes of paragraph (B) of this Section 7.04 of Article VII, the following terms shall have the following meanings:
(1)The term “indemnitee-related entities” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Corporation or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise for which the indemnitee has agreed, on behalf of the Corporation or at the Corporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Corporation may also have an indemnification or advancement obligation.
(2)The term “jointly indemnifiable claims” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the indemnitee shall be entitled to indemnification or advancement of expenses from both the indemnitee-related entities and the Corporation pursuant to Delaware law, any agreement or certificate of incorporation, these Bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Corporation or the indemnitee-related entities, as applicable.
SECTION 7.05    CORPORATE OBLIGATIONS; RELIANCE. The rights granted pursuant to the provisions of this Article VII shall vest at the time a person becomes a director or officer of the Corporation and shall be deemed to create a binding contractual obligation on the part of the Corporation to the persons who from time to time are elected as officers or directors of the Corporation, and such persons in acting in their capacities as officers or directors of the Corporation or any subsidiary shall be entitled to rely on such provisions of this Article VII without giving notice thereof to the Corporation. Such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VII that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.



SECTION 7.06    INSURANCE. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.
SECTION 7.07    INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
ARTICLE VIII
Miscellaneous
SECTION 8.01    ELECTRONIC TRANSMISSION. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
SECTION 8.02    CORPORATE SEAL. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.
SECTION 8.03    FISCAL YEAR. The fiscal year of the Corporation shall end on December 31, or such other day as the Board of Directors may designate.
SECTION 8.04    SECTION HEADINGS. Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.
SECTION 8.05    INCONSISTENT PROVISIONS. In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or any other applicable law, such provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.
SECTION 8.06    FEDERAL FORUM. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
SECTION 8.07    ELECTRONIC SIGNATURES, ETC. Except as otherwise provided in Section 2.13 of these Bylaws, any document, including, without limitation, any consent, agreement, certificate or instrument, required by the DGCL, the Certificate of Incorporation or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law.
ARTICLE IX
Amendments
SECTION 9.01    AMENDMENTS. The Board of Directors is authorized to make, repeal, alter, amend and rescind, in whole or in part, these Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or the Certificate of Incorporation. Except as otherwise expressly provided by the Restated Certificate of Incorporation, the affirmative vote of the holders of a majority in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of these Bylaws or to adopt any provision inconsistent therewith.
[Remainder of Page Intentionally Left Blank]

EX-31.1 3 ir2023q310-qex311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Vicente Reynal, certify that:
1.I have reviewed this quarterly report on Form 10-Q for the quarterly period ended September 30, 2023 of Ingersoll Rand Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2023
/s/ Vicente Reynal
Vicente Reynal
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer), Director


EX-31.2 4 ir2023q310-qex312.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Vikram U. Kini, certify that:
1.I have reviewed this quarterly report on Form 10-Q for the quarterly period ended September 30, 2023 of Ingersoll Rand Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2023
/s/ Vikram U. Kini
Vikram U. Kini
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)


EX-32.1 5 ir2023q310-qex321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Ingersoll Rand Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Vicente Reynal, Chief Executive Officer and Director of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
•The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
•The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
Date: November 3, 2023
/s/ Vicente Reynal
Vicente Reynal
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer), Director


EX-32.2 6 ir2023q310-qex322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Ingersoll Rand Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Vikram U. Kini, Vice President and Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
•The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
•The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
Date: November 3, 2023
/s/ Vikram U. Kini
Vikram U. Kini
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)