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Electrical Products Group 2019 Conference May 20, 2019 1 Safe - PowerPoint PPT Presentation

Electrical Products Group 2019 Conference May 20, 2019 1 Safe Harbor This presentation includes forward-looking statements which are statements that are not historical facts, including statements that relate to the proposed transaction


  1. Electrical Products Group 2019 Conference May 20, 2019 1

  2. Safe Harbor This presentation includes “forward-looking statements” which are statements that are not historical facts, including statements that relate to the proposed transaction between Gardner Denver Holdings, Inc. and the Company; the mix of and demand for our products; performance of the markets in which we operate; our share repurchase program including the amount of shares to be repurchased and timing of such repurchases; our capital allocation strategy including projected acquisitions; restructuring activity; supplier disruption and our expectations for resolving the disruption; our projected 2019 full-year financial performance and targets including assumptions regarding our effective tax rate and other factors described in our guidance. These forward-looking statements are based on our current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from our current expectations. Such factors include, but are not limited to, the factors outlined in our presentation and webcast regarding the proposed transaction, global economic conditions, the outcome of any litigation, demand for our products and services, and tax law changes and interpretations. Additional factors that could cause such differences can be found in our Form 10-K for the year ended December 31, 2018, as well as our subsequent reports on Form 10-Q and other SEC filings. We assume no obligation to update these forward-looking statements. This presentation also includes non-GAAP financial information which should be considered supplemental to, not a substitute for, or superior to, the financial measure calculated in accordance with GAAP. The definitions of our non-GAAP financial information are included as an appendix in our presentation and reconciliations can be found in our earnings releases for the relevant periods located on our website at www.ingersollrand.com. All data beyond the first quarter of 2019 are estimates. 2

  3. Executing a Consistent Strategy that Delivers Profitable Growth

  4. Transaction Benefits for Ingersoll Rand and Our Shareholders 4

  5. Transaction Benefits for Current Ingersoll Rand Shareholders Creates Pure-Play Global Leader in Climate Company Terms of the Transaction § Reverse Morris Trust structures transaction to be tax-free Stronger Combined Industrial Company to both companies’ shareholders Significant Value Creation From Combination § At close, 50.1% of IndustrialCo owned by existing Ingersoll Rand shareholders, 49.9% owned by existing § $250M annualized savings expected Gardner Denver shareholders § $5.8B 1 in equity value Strong Cultural Fit and Operational Excellence Focus Between Both Companies § $1.9B in cash proceeds to ClimateCo § $7.7B 1 total implied consideration for Ingersoll Rand § Minimizes integration risk Industrial, or ~11x 2019 Adj. EBITDA pre-synergies § Good fit for Ingersoll Rand employees § Continued 100% ownership of ClimateCo Cash Proceeds to ClimateCo Enhance Capital Allocation § Ingersoll Rand to use cash proceeds for debt reduction, Opportunities dividends, share repurchases, M&A and other corporate uses 1 Based on the 5-day VWAP of $27.75 as of 4/26/19. 5 Note: Information as of April 30, 2019 --- NOT AN UPDATE OR REAFFIRMATION

  6. Global Sustainability Megatrends Play to Strengths of Pure Play ClimateCo URBANIZATION 60% of the population, or 5 billion people will be living in cities 1 * Our solutions for buildings, homes and transportation reduce greenhouse gas (GHG) emissions and energy intensity of the world through: RESOURCE CONSTRAINTS • Innovation with low-GWP refrigerants Expected 30-35% increase • Highly engineered efficient equipment & controls in food production 2 • Electrification of heating and transport 1 billion new • Predictive analytics and strong services air conditioners installed 3 * • Global reach and channel excellence CLIMATE CHANGE Well positioned to address up to 2% of world’s GHG emissions by 2030 ~15-60% increase in annual CO2e emissions (57-80B) metric tons with current practices 2 * *Timing: By 2030. 1 UN – “The World’s Cities in 2016” 2 World Bank 6 Note: Information as of April 30, 2019 --- NOT AN UPDATE OR REAFFIRMATION 3 Economist, International Energy Agency

  7. ClimateCo Becomes Pure-Play Global Leader in Climate Control Solutions for Buildings, Homes, and Transportation Pro Forma Segment Mix 1 Revenue Streams 1 HVAC FY2019E Commercial ~$12.9B Transport 32% 68% HVAC Refrigeration Equipment Revenues Parts and Services ● World leader in HVAC Equipment Residential ~$2.0B HVAC Adj. EBITDA Commercial HVAC Service, Parts & Contracting § Complete portfolio of energy-efficient equipment, Regional Mix 1 Transport Refrigeration controls and services, continuing to generate top- tier growth and high recurring revenue streams 10% 4% 15% 71% § Proven business operating system designed to deliver strong top-line growth, incremental Latin America Asia Pacific Europe, Middle East, Africa ● World leader in refrigerated margins and powerful free cash flow North America transportation § Above-GDP growth driven by global sustainability megatrends 1 Reflects ClimateCo standalone pro forma FY2018A. 7 Note: Information as of April 30, 2019 --- NOT AN UPDATE OR REAFFIRMATION

  8. ClimateCo Pro Forma Financials (Based On January 2019 Guidance) ClimateCo FY2019E Pro Forma Metrics 1 Climate Revenue ~$12.9B Climate Adj. EBITDA ~$2.0B Climate Adj. EBITDA Margin ~15.7% Tax Rate Less than 21% to 22% Working Capital Target 3% to 4% Capex 1% to 2% of Revenue Free Cash Flow >= 100% Adj. Net Income Net Debt / EBITDA ~1.2x Target Credit Rating BBB Annual Dividend $2.12 per Share Transaction Costs ~$150M – $200M ClimateCo to mitigate $100M in estimated stranded costs from the transaction by the end of 2021 through complexity reduction, streamlining the organization, other costs 8 Note: Information as of April 30, 2019 --- NOT AN UPDATE OR REAFFIRMATION 1 Revenue and EBITDA based on midpoint of January guidance.

  9. ClimateCo Pro Forma Financials (Based On January 2019 Adj. EPS Guidance) $6.15 to $6.35 Illustrative full-year impact $4.85 to $5.05 ~$0.35 ~$0.30 $4.40 to $4.60 ~($1.75) ~($0.20) $0.6 to $1.0B debt pay down Stranded costs eliminated by 2021 $0.9 to $1.3B share repurchase 3 and M&A FY19 Guidance Industrial 1 FY19 Interest on 2 Use of $1.9B ~$100M FY19 (With Industrial) Separation ClimateCo 2019 Borrowing Cash Proceeds Stranded ClimateCo (Before Deployment of Cost (Pro Forma) $1.9B Cash Proceeds) Reduction Excludes pending PFS acquisition. Assumes 23.5% tax rate on Industrial operations. 1 Reflects $1.5B borrowing primarily for pending PFS acquisition. 2 Value shown assumes impact of share repurchase only. Assumes $1.9bn cash proceeds fully deployed 1/1/19 for illustrative purposes. 3 Note: Information as of April 30, 2019 --- NOT AN UPDATE OR REAFFIRMATION 9

  10. First-Quarter 2019 Results 10

  11. First Quarter 2019 Summary: Strong Start to the Year • Top-tier EPS growth driven by solid execution − Adj. cont. EPS up 27% yoy • Robust revenue growth led by Climate segment despite tough yoy comps − Enterprise organic rev up 8% against 8% PY growth; Climate up 10% vs. 8% comp, Industrial up 3% vs. 9% comp • Strong underlying bookings growth in most major businesses − CHVAC N.A., Europe, Res HVAC and Compression Tech N.A. organic bookings all up MSD to HSD − 105% book to bill drove record backlog in Q1 2019 • Transport bookings significantly lower yoy, as expected, negatively impacting overall Climate / Enterprise bookings − 2018 was an extraordinary year; 1.5 years of N.A. trailer and 2 years of APU booked in 2018 − Transport backlog sufficient to meet 2019 targets; booking into 2020 • Effectively managing inflation and tariff headwinds; 90 bps adj. op. margin expansion − 70 bps positive price versus cost − Operating leverage of 26% in-line with full year expectations • Europe, China markets largely as expected with trade, Brexit uncertainty − Continue to closely monitor • Dynamic Capital Allocation − ~$380M in dividends and share repurchases • Exiting the quarter, remain bullish on strategy, end markets and execution Increasing EPS guidance to high end of prior range − − ~$6.35 from ~$6.15 to ~$6.35 Note: Information as of April 30, 2019 --- NOT AN UPDATE OR REAFFIRMATION 11 * Includes certain Non-GAAP financial measures. See the company’s Q1 2019 earnings release for additional details and reconciliations.

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