Ingersoll Rand

Capital Allocation Strategy Update

September 2, 2021

Forward-Looking Statements

This presentation contains "forward-looking statements" as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements related to Ingersoll Rand Inc.'s (the "Company" or "Ingersoll Rand" and f/k/a Gardner Denver Holdings, Inc. or "Gardner Denver") expectations regarding the performance of its business, its financial results, its liquidity and capital resources and other non-historical statements, including statements regarding the Company's capital allocation framework, the completed transactions between Ingersoll Rand plc's Industrial segment ("Ingersoll Rand Industrial") and the Company and Seepex GmbH and the Company and the recently-announced proposed transaction between the Company and Maximus Solutions (collectively, the "transactions"). These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "forecast," "outlook," "target," "endeavor," "seek," "predict," "intend," "strategy," "plan," "may," "could," "should," "will," "would," "will be," "on track to" "will continue," "will likely result," or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements other than historical facts, including, but not limited to, statements regarding the expected benefits of the Company's capital allocation framework and the transactions, including future financial and operating results and strategic benefits, the tax consequences of the transactions, and the combined company's plans, objectives, expectations and intentions, legal, economic and regulatory conditions, the future impact of the ongoing coronavirus (COVID-19) pandemic on the Company's business and any assumptions underlying any of the foregoing, are forward-looking statements.

These forward-looking statements are based on Ingersoll Rand's current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from these current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) the impact on the Company's business, suppliers and customers and global economic conditions of the COVID-19 pandemic; (2) unexpected costs, charges or expenses resulting from the completed and proposed business combinations; (3) uncertainty of the expected financial performance of the Company;

  1. failure to realize the anticipated benefits of the completed and proposed business combinations, including as a result of delay in integrating the businesses of Gardner Denver and Ingersoll Rand Industrial; (5) the ability of the Company to implement its business strategy; (6) difficulties and delays in achieving revenue and cost synergies; (7) inability of the Company to retain and hire key personnel;
  1. risks and uncertainties with respect to the Seepex GmbH and Maximus Solutions acquisitions, including, without limitation, that one or more closing conditions to the proposed Maximus Solutions transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, or that the proposed Maximus Solutions transaction may not be completed on the terms or in the time frame expected by the Company, or at all; (9) evolving legal, regulatory and tax regimes; (10) changes in general economic and/or industry specific conditions; (11) actions by third parties, including government agencies; (12) adverse impact on our operations and financial performance due to natural disaster, catastrophe, pandemic or other event events outside of our control; and (13) other risk factors detailed in Ingersoll Rand's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC"), as such factors may be updated from time to time in its periodic filings with the SEC, which are available on the SEC's website at http://www.sec.gov. The foregoing list of important factors is not exclusive.

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

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Well-Positioned to Deliver Outsized Growth and Returns

1.

Focused on organic growth and market outperformance in high growth, sustainable end markets

2.

M&A remains the principal lever through highly strategic, high return on capital acquisitions

Enhancing capital allocation strategy with initiation of dividend and establishment of share

3. repurchase program

4.

Prudently maintaining a strong balance sheet in alignment with modest leverage expectations

3

Effective Capital Allocation is a Critical Pillar of Our Strategy

Today's Call

Deploy

Accelerate

Expand

Allocate Capital

Operate

Talent

Growth

Margins

Effectively

Sustainably

Executing Against Our Strategic Vision

4

Significantly Transformed Our Portfolio Since the GDI / IR Merger

Segment Structure as of Q1 2020

Industrial Technologies

Precision and Science

and Services

Technologies

Portfolio Transformation Highlights

Focuses Ingersoll Rand on providing mission-critical flow creation and

industrial solutions to high growth, sustainability-focusedindustrial, life

sciences and healthcare markets

Specialty Vehicle

High Pressure

Technologies

Solutions

Divested in Q2 2021

Club Car Transaction Overview

HPS Transaction Overview

Materially eliminates upstream oil and gasexposure in continued

operations to align with ESG priorities

Use of IRX accelerated both processesand continues to drive

execution of portfolio optimization

Reinforced commitment to employee ownershipby honoring all-

employee equity grant though continuing vesting and/or replacing with

new equity plan in go-forward companies

Significantly reduces Ingersoll Rand's net leverage and provides

significant capital flexibility

  • On June 1, 2021, completed the sale of Specialty Vehicle Technologies
    ("Club Car") segment to Platinum
    Equity for $1.68 billion
  • Implied multiple of ~12.1x EV / 2020A Adjusted EBITDA
  • On April 1, 2021, completed the majority interest sale of High Pressure
    Solutions ("HPS") business to
    American Industrial Partners
  • Received cash proceeds of approximately $300 million at closing for majority interest and retained a 45% common equity interest in the business

Transforming Ingersoll Rand into a High Growth, High Margin Company

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Ingersoll Rand Inc. published this content on 01 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 September 2021 20:51:07 UTC.