UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
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 No. 1-985
INGERSOLL-RAND COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 13-5156640
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201)573-0123
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Series A Preference New York, London and
Stock Purchase Rights Amsterdam Stock Exchanges
Common Stock, $2 par value New York, London and
Amsterdam Stock Exchanges
Securities registered pursuant to Section 12(g) of the Act: None
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 X NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ X ]
1
The aggregate market value of common stock held by nonaffiliates
on March 10, 1995 was $3,153,047,070 based on the closing price
of such stock on the New York Stock Exchange.
The number of shares of common stock outstanding as of March 10,
1995 was 105,591,901.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareowners for fiscal year ended December 31,
1994. With the exception of those portions which are
incorporated by reference into Parts I, II and IV of this Form
10-K Annual Report, the 1994 Annual Report to Shareowners is not
to be deemed filed as part of this report.
Proxy Statement for Annual Meeting of Shareholders to be held
on April 27, 1995. See Part III of this Form 10-K Annual Report
for portions incorporated by reference. (A definitive proxy
statement has been filed with the Commission since the close of
the fiscal year).
PART I
Item 1. BUSINESS
Ingersoll-Rand Company (the company) was organized in
1905 under the laws of the State of New Jersey as a consolidation
of Ingersoll-Sergeant Drill Company and the Rand Drill Company,
whose businesses were established in the early 1870's. Over the
years the company has supplemented its original business, which
consisted primarily of the manufacture and sale of rock drilling
equipment, with additional products which have been developed
internally or obtained through acquisition.
Effective October 1, 1992, the company and Dresser
Industries, Inc. (Dresser) formed Ingersoll-Dresser Pump Company
(IDP), a partnership which is owned 51 percent by the company and
49 percent by Dresser. This joint venture includes the majority
of the worldwide pump operations of the two companies, and its
results have been included in the consolidated financial
statements of the company since the formation date.
The following acquisitions have been accounted for as
purchases and, accordingly, each purchase price was allocated to
the acquired assets and assumed liabilities based on their
estimated fair values. The results of operations since the dates
of acquisition are included in the consolidated financial
statements.
2
o In early 1992, the company acquired Industrias del Rodamiento,
S.A. (IRSA) for $14.0 million in cash and $1.8 million in
notes. IRSA manufactures and markets an extensive line of
bearings, as well as wheel kits and automotive accessories.
o In August 1993, the company acquired the Kunsebeck, Germany,
needle and cylindrical bearing business of FAG Kugelfischer
Georg Schafer AG of Schweinfurt, Germany, for $42.5 million in
cash, subject to final contract negotiations.
o In April 1994, the company acquired full ownership of the ball
bearing joint venture with GMN Georg Mueller of America, Inc.
for $4.9 million in cash.
o In June 1994, the company acquired Montabert S.A., a French
manufacturer of hydraulic rock-breaking and drilling equipment
for $18.4 million in cash plus assumption of liabilities.
o In August 1994, the company acquired the Ecoair air compressor
product line from MAN Gutehoffnungshutte AG (MAN GHH) for
$10.6 million in cash. The company also entered into a 50/50
joint venture, GHH-RAND Schraubenkompressoren GmbH & Co. KG
(GHH-RAND) with MAN GHH to manufacture airends. The company
invested approximately $17.6 million in GHH-RAND.
In addition, on March 28, 1995, the company announced
that it had made a proposal to acquire Clark Equipment Company in
a cash merger transaction at a total purchase price of
approximately $1.3 billion. Clark's business is the design,
manufacture and sale of skid steer loaders, construction
machinery and transmissions for off-highway equipment.
Dispositions that the company has made in recent years
are as follows:
o The company sold the assets of several small business units in
1993, as well as substantially all of the assets of its coal-
mining machinery and aerospace bearings businesses for $55.5
million in cash.
o In 1994, the assets of the IDP Australian operations were sold
in return for shares of the purchaser. The company and
Dresser Industries sold IRI International Corporation, a 50/50
joint venture that is a manufacturer of mobile drilling rigs,
to a third party.
3
Products
The company manufactures and sells primarily
nonelectrical machinery and equipment. Principal products
include the following:
Abrasive blasting and recovery Hoists
systems Industrial pumps
Air compressors Lubrication equipment
Air dryers Material handling equipment
Air logic controls Monitoring drills
Air motors Needle roller bearings
Air tools Pavement-milling machines
Architectural hardware trim Paving equipment
Asphalt compactors Pellet mills
Automated-parts finishing Pneumatic cylinders
systems Pneumatic valves
Automated production systems Portable compressors
Automotive components Portable generators
Ball bearings Portable light towers
Blasthole drills Pulp-processing machinery
Construction equipment Road-building machinery
Dewatering presses Rock drills
Diaphragm pumps Roller bearings
Door closers Roller mills
Door hardware Rotary drills
Door locks Rough-terrain forklifts
Emergency exit devices Separation equipment
Engineered pumps Soil compactors
Engine-starting systems Spray-coating systems
Extrusion systems Waterjet-cutting systems
Fluid-handling equipment Water well drills
Food-processing equipment Winches
Foundation drills
These products are sold primarily under the company's
name and also under other names including Torrington, Fafnir,
Klemm, Schlage, CPM, LCN Closers, Von Duprin, Aro, ABG,
Ingersoll-Dresser Pumps, Pacific, Worthington, Jeumont-Schneider
Pumps and Pleuger.
During the past three years, the division of the
company's sales between capital goods and expendables has been in
the approximate ratio of 55 percent and 45 percent, respectively.
The company generally defines as expendables those products which
are not capitalized by the ultimate user. Examples of such
products are parts sold for replacement purposes, power tools and
needle bearings.
The seasonal business of the company is not material.
4
Additional information on the company's business and
financial information about industry segments is presented in
Footnote 15 of the Annual Report to Shareowners for 1994,
incorporated by reference in this Form 10-K Annual Report.
Distribution
The company's products are distributed by a number of
methods which the company believes are appropriate to the type of
product. Sales are made domestically through branch sales
offices and through distributorships and dealers across the
United States. International sales are made through
approximately 60 subsidiary sales and service companies with a
supporting chain of distributors in over 100 countries.
Working Capital
The working capital requirements of the company vary with
respect to the many products and industries in which it is
involved. In general, the requirements of its Engineered
Equipment Segment, which manufactures machinery for specialized
customer needs, involve a relatively long lead time and, at
times, more significant company investment with respect to the
particular product or order. Historically, these orders are
generally covered by progress payments, which reduce the
company's investment in the amount of inventory maintained by
this segment. The products manufactured by the company's
Standard Machinery and Bearings, Locks and Tools segments are
more in the nature of standard equipment. Consequently, a wider
variety must usually be more readily available to meet rapid
delivery requirements. Such working capital requirements are
not, however, in the opinion of management, materially different
from those experienced by the company's major competitors.
Customers
No material part of the company's business is dependent
upon a single customer or very few customers, the loss of any one
of which would have a material adverse effect on the company's
operations.
Competitive Conditions
The company's products are sold in highly competitive
markets throughout the world against products produced by both
foreign and domestic corporations. The principal methods of
competition in these markets relate to price, quality and
service. The company believes that it is one of the leading
manufacturers in the world of a broad line of air compression
systems, anti-friction bearings, construction equipment, air
tools and pumps (through the IDP joint venture). In addition, it
believes it is a leading supplier in domestic markets for locks
and other door hardware products.
5
International Operations
Sales to customers outside the United States, including
domestic sales for export, accounted for approximately 42 percent
of the consolidated net sales in 1994. Information as to
operating income by geographic area is set forth in Footnote 15
of the Annual Report to Shareowners for 1994, incorporated by
reference in this Form 10-K Annual Report. Sales outside of the
United States are made in more than 100 countries; therefore, the
attendant risks of manufacturing or selling in a particular
country, such as nationalization and establishment of common
markets, would not have a significant effect on the company's
international operations.
Raw Materials
The company manufactures many of the components included
in its products. The principal raw materials required for the
manufacture of the company's products are purchased from numerous
suppliers, and the company believes that available sources of
supply will generally be sufficient for its needs for the
foreseeable future.
Backlog
The company's approximate backlog of orders at December
31, 1994, believed by it to be firm, was $176 million for the
Standard Machinery Segment, $395 million for the Engineered
Equipment Segment and $438 million for the Bearings, Locks and
Tools Segment as compared to $134 million, $393 million and $395
million, respectively, at December 31, 1993. These backlog
figures are based on orders received. While the major portion of
the company's products are built in advance of order and either
shipped or assembled from stock, orders for specialized machinery
or specific customer application are submitted with extensive
lead time and are often subject to revision, deferral,
cancellation or termination. The company estimates that
approximately 90 percent of the backlog will be shipped during
the next twelve months.
Research, Engineering and Development
The company maintains extensive research, engineering and
development facilities for experimenting, testing and developing
high quality products. The company employs approximately 1,500
professional employees for its research, engineering and
development activities. The company spent $155 million in 1994,
$150 million in 1993 and $138 million in 1992 on research,
engineering and development.
6
Patents and Licenses
The company owns numerous patents and patent applications
and is licensed under others. While it considers that in the
aggregate its patents and licenses are valuable, it does not
believe that its business is materially dependent on its patents
or licenses or any group of them. In the company's opinion,
engineering and production skills, and experience are more
responsible for its market position than patents or licenses.
Environmental Matters
The company is subject to extensive environmental laws
and regulations. It is the company's policy to comply with all
environmental regulatory requirements and the company is in
substantial compliance with those laws and regulations. While
there is some degree of uncertainty associated with the
compliance costs resulting from new regulatory initiatives, the
ongoing cost of compliance has not had, nor is it expected to
have, a material adverse effect upon the company's capital
expenditures, financial position, results of operations,
liquidity or cash flows.
Federal Superfund and similar state laws impose joint and
several responsibility for cleaning up designated hazardous sites
not only on the owner and operator but also on any person who
contributed hazardous waste to the site. As of December 31,
1994, the company has been identified as a potentially
responsible party ("PRP") in connection with 26 federal and state
superfund sites. At all these sites there are other PRPs and to
date there is no indication the company will be liable for more
than its pro rata share of remediation costs at any site. While
some of these sites are still under investigation, in the
aggregate, the company's anticipated pro rata share of
responsibility at these sites is not deemed to be material.
Additional lawsuits and claims involving environmental matters
are likely to arise from time to time. In addition, the company
continues to investigate and remediate environmental
contamination from past operations at its facilities.
In 1994, the company spent approximately $7 million in
connection with environmental compliance and remediation and an
additional $7 million on capital projects for pollution abatement
and control. Based upon the company's experience to date with
environmental claims and litigation and with site investigation
and remediation, its expenditures for environmental purposes have
not been and are not expected to be material or to have a
material adverse effect on the company's capital expenditures,
earnings or competitive position. (See also Financial Review and
Management Analysis in the Annual Report to Shareowners for 1994
included as Exhibit 13 to this report.)
7
Employees
There are approximately 35,900 employees of the company
throughout the world, of whom approximately 23,200 work in the
United States and 12,700 in foreign countries. Approximately 17
percent of the company's production and maintenance employees,
who work in 9 plants in the United States, are represented by 7
unions. The company believes relations with its employees are
satisfactory.
Item 2. PROPERTIES
The company's executive offices are located at Woodcliff
Lake, New Jersey. Manufacturing and assembly operations are
conducted in 47 plants in the United States; 6 plants in Canada;
27 plants in Europe; 5 plants in the Far East; 5 plants in Latin
America; 2 plants in Asia and 1 plant in Africa. The company
also maintains various warehouses, offices and repair centers in
the United States, Canada and abroad.
Substantially all plant facilities are owned by the
company and the remainder are under long-term lease. The company
believes that its plants and equipment have been well maintained
and are generally in good condition. The company has several
closed facilities that it is actively marketing with the intent
of selling them at their net realizable value.
The operating segments for which the facilities are
primarily used are as described below. Facilities that produce
products in several operating segments are classified by the
products which they primarily manufacture. Facilities under
long-term lease are included below and are not significant to
each operating segment's total number of plants or square
footage.
Standard Machinery
This segment's products include machinery regularly used
in general manufacturing and in industries such as mining and
construction. Products range from blasthole drills used in
mining and construction to small air compressors found worldwide
in auto service stations. The segment is aligned into two
operating groups: Air Compressor Group and Construction and
Mining Group. The segment's manufacturing locations are as
follows:
Approximate
Number of Plants Square Footage
Domestic 7 1,884,000
International 12 2,139,000
Total 19 4,023,000
8
Engineered Equipment
The products manufactured by this segment are
predominantly designed for specific customer applications. The
segment's diverse product line includes pumps, liquid/solid
separation and densification machinery. The segment is organized
into two operating groups: Pump Group and Process Systems Group.
The segment's manufacturing facilities are as follows:
Approximate
Number of Plants Square Footage
Domestic 12 2,516,000
International 19 2,444,000
Total 31 4,960,000
Bearings, Locks and Tools
This segment primarily serves the automotive, capital
goods, energy and construction industries. Products in this
segment include bearings for specialized and industrial
application, locks and door hardware for residential and
commercial buildings, air tools for industrial use, air winches,
hoists and engine starting systems, and automated production
systems for transportation equipment manufacturers. There are
three operating groups in this segment: Bearings and Components
Group, Production Equipment Group and Door Hardware Group. The
segment's manufacturing facilities are as follows:
Approximate
Number of Plants Square Footage
Domestic 28 6,288,000
International 15 1,596,000
Total 43 7,884,000
Item 3. LEGAL PROCEEDINGS
In the normal course of business, the company is involved
in a variety of lawsuits, claims and legal proceedings, including
proceedings for the cleanup of 26 waste sites under federal
Superfund and similar state laws. In the opinion of the company,
pending legal matters are not expected to have a material adverse
effect on its operations or financial condition.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the company's
security holders during the last quarter of its fiscal year ended
December 31, 1994.
9
The following information is included in accordance with the
provision of Part III, Item 10.
Date of
Service as Principal Occupation and
an Executive Other Information
Name and Age Officer for Past Five Years
James E. Perrella(59) 5/4/77 Chairman of the Board,
President and Chief
Executive Officer,
Director (President and
Director, September 1992 -
October 1993; Executive
Vice President, 1982 -
1992)
William G. Mulligan(64) 5/2/73 Executive Vice President
J. Frank Travis(59) 2/7/90 Executive Vice President and
President of the
Production Equipment Group
(Vice President and
President of the Bearings
and Components Group,
February 1992 - December
1993; President of the Air
Compressor Group, 1989 -
February 1992)
Thomas F. McBride(59) 9/5/79 Senior Vice President and
Chief Financial Officer
(Senior Vice President
and Comptroller, February
1992 - May 1993; Vice
President and Comptroller,
1981 - 1992)
William J. Armstrong(53) 8/3/83 Vice President and Treasurer
Paul L. Bergren(45) 12/2/92 Vice President, President
of the Air Compressor
Group, and President of
Ingersoll-Rand Europe
(Vice President and
General Manager -
Centrifugal Compressor
Division, 1989 - 1992)
Frederick W. Hadfield(58) 8/1/79 Vice President and President
of IDP (Vice President,
1979 - March 1994)
Daniel E. Kletter(56) 2/7/90 Vice President (Vice
President and President of
the Construction and
Mining Group 1989 - 1994)
10
Date of
Service as Principal Occupation and
an Executive Other Information
Name and Age Officer for Past Five Years
Patricia Nachtigal(48) 11/2/88 Vice President and General
Counsel (Secretary and
Managing Attorney, 1988 -
1991)
Allen M. Nixon(54) 2/1/95 Vice President and President
of Bearing and Components
Group (Vice President and
General Manager Torrington
Needle Bearings Division,
1983 - 1994)
James R. O'Dell(56) 12/3/88 Vice President
Larry H. Pitsch(54) 2/7/90 Vice President and President
of the Process Systems
Group
Donald H. Rice(50) 2/1/95 Vice President (Executive
Director - Human Resources
1994; Vice President,
Human Resources - Bearings
and Components Group, 1988
- 1993)
Gerald E. Swimmer(50) 5/1/82 Vice President
R. Barry Uber(49) 2/7/90 Vice President and President
of the Construction and
Mining Group (Vice
President and President of
the Production Equipment
Group 1989 - 1994)
Ronald G. Heller(48) 2/6/91 Secretary and Assistant
General Counsel (Assistant
General Counsel, 1988 -
1991)
No family relationship exists between any of the above-listed
executive officers of the company. All officers are elected to
hold office for one year or until their successors are elected
and qualify.
11
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Information regarding the principal market for the
company's common stock and related stockholder matters are as
follows:
Quarterly share prices and dividends for the common stock are
shown in the following tabulation. The common shares are listed
on the New York Stock Exchange and also on the London and
Amsterdam exchanges.
Common Stock
High Low Dividend
1994
First quarter $41 5/8 $34 5/8 $.175
Second quarter 38 7/8 32 3/4 .175
Third quarter 38 3/4 34 3/8 .185
Fourth quarter 36 1/4 29 1/2 .185
High Low Dividend
1993
First quarter $36 1/4 $28 3/4 $.175
Second quarter 35 3/8 29 1/2 .175
Third quarter 39 3/4 31 .175
Fourth quarter 39 7/8 35 .175
The Bank of New York (Church Street Station, P.O. Box
11258, New York, NY 10286-1258, (800)524-4458) is the transfer
agent, registrar and dividend reinvestment agent.
There are no significant restrictions on the payment of
dividends. The approximate number of record holders of common
stock as of March 10, 1995 was 14,800.
12
Item 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended December
31, 1994, is as follows (in thousands except per share amounts):
December 31 1994 1993 1992 1991 1990
Net sales $4,507,470 $4,021,071 $3,783,787 $3,586,220 $3,737,847
Net earnings (loss) 211,140 142,524 (234,406) 150,589 185,343
Total assets 3,596,921 3,375,332 3,387,552 2,979,560 2,982,507
Long-term debt 315,850 314,136 355,598 375,846 265,163
Shareowners' equity 1,531,342 1,349,825 1,293,375 1,633,056 1,556,424
Earnings (loss) per
common share $2.00 $1.36 $(2.25) $1.45 $1.78
Dividends per
common share 0.72 0.70 0.69 0.66 0.63
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial
condition and results of operations is included as Financial
Review and Management Analysis in Exhibit 13 - the Annual Report
to Shareowners for 1994 and is incorporated by reference in this
Form 10-K Annual Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements and supplementary
financial information included in the accompanying Annual Report
to Shareowners for 1994 are incorporated by reference in this
Form 10-K Annual Report:
(a) The consolidated financial statements and the report
thereon of Price Waterhouse LLP dated January 31, 1995, are
included as Exhibit 13 - the Annual Report to Shareowners
(excluding the Financial Review and Management Analysis) for
1994.
13
(b) The unaudited quarterly financial data for the
two-year period ended December 31, 1994, is as follows (in
thousands except per share amounts):
Earnings
per
Net Cost of Operating Net common
1994 sales goods sold income earnings share
First quarter $1,010,308 $ 775,924 $ 60,127 $ 33,012 $0.31
Second quarter 1,143,808 865,976 91,766 51,569 0.49
Third quarter 1,113,670 840,171 88,965 48,379 0.46
Fourth quarter 1,239,684 894,978 136,149 78,180 0.74
Year 1994 $4,507,470 $3,377,049 $377,007 $211,140 $2.00
1993
First quarter $ 952,105 $ 728,042 $ 45,150 $ 3,628 $0.04
Second quarter 1,006,773 752,816 69,344 35,937 0.34
Third quarter 973,524 736,244 64,505 35,186 0.33
Fourth quarter 1,088,669 799,588 112,515 67,773 0.65
Year 1993 $4,021,071 $3,016,690 $291,514 $142,524 $1.36
o The reductions in LIFO inventory quantities increased net
earnings per share by $0.01 and $0.06 in the third and fourth
quarters of 1994 and $0.02 and $0.05 in the second and fourth
quarters of 1993, respectively.
o During the fourth quarter of 1993, the company retroactively
changed its method of accounting for postemployment benefits.
The effect of this change on the company amounted to $21.0
million (net of tax) and resulted in the restatement of the
company's net earnings for the first quarter from $24.6
million ($0.24 per share) to $3.6 million ($0.04 per share).
o During the second quarter of 1993, the company recorded a
$5.0 million ($0.03 per share) restructure of operations
charge, related to the sale of substantially all of the
underground coal-mining machinery assets (see Note 4 to the
Consolidated Financial Statements).
Item 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
14
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is (i) incorporated
by reference in this Form 10-K Annual Report from pages 2 through
6 of the company's definitive proxy statement for the Annual
Meeting of Shareholders to be held on April 27, 1995, and (ii)
included in Part I on pages 11 and 12 of this Form 10-K Annual
Report.
Item 11. EXECUTIVE COMPENSATION
Information on executive compensation is incorporated by
reference in this Form 10-K Annual Report from pages 6 through 20
of the company's definitive proxy statement for the Annual
Meeting of Shareholders to be held on April 27, 1995.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information on security ownership of directors and
nominees, directors and officers as a group and certain
beneficial owners is incorporated by reference in this Form 10-K
Annual Report on pages 4 and 5 of the company's definitive proxy
statement for the Annual Meeting of Shareholders to be held on
April 27, 1995.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by Item 13 is incorporated by
reference in this Form 10-K Annual Report from page 15 of the
company's definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 27, 1995.
15
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) 1. and 2. Financial statements and financial statement
schedules
The financial statements, together with the
report thereon of Price Waterhouse LLP dated
January 31, 1995, included as Exhibit 13
(excluding Financial Review and Management
Analysis) and the unaudited quarterly financial
data included in Part II Item 8(b) are
incorporated by reference in this Form 10-K
Annual Report. The financial statement schedule
listed in the accompanying index should be read
in conjunction with the financial statements in
such Annual Report to Shareowners for 1994.
Separate financial statements for all 50
percent or less owned companies, accounted for
by the equity method have been omitted because
no individual entity constitutes a significant
subsidiary.
3. Exhibits
The exhibits listed on the accompanying
index to exhibits are filed as part of this Form
10-K Annual Report.
(b) Reports on Form 8-K
None.
16
INGERSOLL-RAND COMPANY
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14 (a) 1 and 2)
Form
10-K
Consolidated Financial Statements:
Report of independent accountants . . . . . . . . . . *
Consolidated balance sheet at
December 31, 1994 and 1993 . . . . . . . . . . . . *
For the years ended December 31, 1994, 1993
and 1992:
Consolidated statement of income . . . . . . . . . *
Consolidated statement of shareowners'
equity . . . . . . . . . . . . . . . . . . . . . *
Consolidated statement of cash flows . . . . . . . *
Notes to consolidated financial statements . . . . . *
Selected unaudited quarterly financial data . . . . . . 14
Financial Statement Schedule:
Report of independent accountants on
financial statement schedule . . . . . . . . . . . 18
Consolidated schedule for the years ended
December 31, 1994, 1993 and 1992:
Schedule II -- Valuation and Qualifying
Accounts . . . . . . . . . . . . . . . . . . . . 19
* See Exhibit 13 - Ingersoll-Rand Company Annual Report to
Shareowners for 1994.
Financial statement schedules not included in this Form 10-K
Annual Report have been omitted because they are not applicable
or the required information is shown in the financial statements
or notes thereto.
Financial statements of the company's 50 percent or less owned
companies, are omitted because individually they do not meet the
significant subsidiary test of Rule 3-09 of Regulation S-X.
17
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareowners of Ingersoll-Rand
Company:
Our audits of the consolidated financial statements referred to
in our report dated January 31, 1995 included as part of Exhibit
13 - the Annual Report to Shareowners for 1994 of Ingersoll-Rand
Company, (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed
in Item 14(a) of this Form 10-K. In our opinion, this Financial
Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements.
/S/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
January 31, 1995
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on
Form S-3 (No. 33-53811) and Form S-8 (Post-Effective Amendment
No. 4 to No. 2-64708, No. 2-67834, No. 2-98258 and No. 33-35229)
of Ingersoll-Rand Company of our report dated January 31, 1995
included as part of Exhibit 13 - the Annual Report to Shareowners
for 1994, which is incorporated in this Annual Report on Form
10-K. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on this
page.
/S/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
March 30, 1995
18
SCHEDULE II
INGERSOLL-RAND COMPANY
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 and 1992
(Amounts in thousands)
Additions
charged to
Balance at costs and Balance
beginning expenses Deductions at end
Description of year (*) (**) of year
1994
Doubtful accounts $22,089 $12,636 $ 8,820 $25,905
1993
Doubtful accounts $23,057 $10,218 $11,186 $22,089
1992
Doubtful accounts $18,772 $12,590 $ 8,305 $23,057
(*) "Additions" include foreign currency translation and in
1992 amounts contributed by Dresser Industries, Inc. to
Ingersoll-Dresser Pump.
(**) "Deductions" include accounts and advances written off,
less recoveries.
19
INGERSOLL-RAND COMPANY
INDEX TO EXHIBITS
(Item 14(a))
Description Page
3 (i) Amendment to Restated Certificate of Incorporation
of Ingersoll-Rand Company filed May 28, 1992.
Incorporated by reference to Form 10-K of Ingersoll-Rand
Company for Fiscal Year Ended December 31, 1993. (See
pages 30-32 of the 1993 Form 10-K). -
3 (ii) Restated Certificate of Incorporation of
Ingersoll-Rand Company as amended through May 28, 1992.
Incorporated by reference to Form 10-K of Ingersoll-Rand
Company for Fiscal Year Ended December 31, 1993. (See
pages 33-60 of the 1993 Form 10-K). -
3 (iii) By-Laws of Ingersoll-Rand Company, as amended
through December 7, 1994. 25-38
4 (i) Rights agreement, dated as of December 7, 1988, as
amended by Amendment No. 1 thereto dated as of December 7,
1994. Incorporated by reference from Form 8-A of Ingersoll-
Rand Company filed on December 12, 1988, and Form 8-A/A
of Ingersoll-Rand Company filed December 15, 1994. -
4 (iii) Ingersoll-Rand Company is a party to several
long-term debt instruments under which in each case the
total amount of securities authorized does not exceed
10% of the total assets of Ingersoll-Rand Company and
its subsidiaries on a consolidated basis. Pursuant to
paragraph 4(iii)(A) of Item 601(b) of Regulation S-K,
Ingersoll-Rand Company agrees to furnish a copy of such
instruments to the Securities and Exchange Commission
upon request. -
10 (iii) The following exhibits constitute management
contracts or compensatory plans or arrangements required
by Item 601 of Regulation S-K.
10 (iii) (a) Management Incentive Unit Plan of Ingersoll-
Rand Company. Amendment to the Management Incentive Unit
Plan, effective January 1, 1982. Amendment to the
Management Incentive Unit Plan, effective January 1, 1987.
Amendment to the Management Incentive Unit Plan, effective
June 3, 1987. Incorporated by reference to Form 10-K of
Ingersoll-Rand Company for Fiscal Year Ended December 31,
1993. (See pages 78-92 of the 1993 Form 10-K). -
20
INGERSOLL-RAND COMPANY
INDEX TO EXHIBITS
(Item 14(a))
(Continued)
Description Page
10 (iii) (b) Description of Compensation Plan for Retired
Directors of Ingersoll-Rand Company. 39-47
10 (iii) (c) Form of Contingent Compensation Agreements
with Executive Vice Presidents and Group Presidents of
Ingersoll-Rand Company. 48-53
10 (iii) (d) Description of Bonus Arrangements for
Chairman, President and Staff Officers. Incorporated by
reference to Form 10-K of Ingersoll-Rand Company for
Fiscal Year Ended December 31, 1993. (See page 100
of the 1993 Form 10-K). -
10 (iii) (e) Form of Change of Control Arrangements with
Chairman and Chief Executive Officer. Incorporated by
reference to Form 10-K of Ingersoll-Rand Company for
Fiscal Year Ended December 31, 1993. (See pages 101-113
of the 1993 Form 10-K). -
10 (iii) (f) Form of Change of Control Arrangements
with selected executive officers. Incorporated by
reference to Form 10-K of Ingersoll-Rand Company for
Fiscal Year Ended December 31, 1993. (See pages 114-126
of the 1993 Form 10-K). -
10 (iii) (g) Executive Supplementary Retirement Plan
for selected senior executives. Incorporated by
reference to Form 10-K of Ingersoll-Rand Company for
Fiscal Year Ended December 31, 1993. (See pages 127-132
of the 1993 Form 10-K). -
10 (iii) (h) Incentive Stock Plan of 1985 of Ingersoll-
Rand Company. Incorporated by reference to Form 10-K of
Ingersoll-Rand Company for Fiscal Year Ended December
31, 1993. (See pages 133-151 of the 1993 Form 10-K). -
10 (iii) (i) Forms of insurance and related letter
agreements with certain executive officers.
Incorporated by reference to Form 10-K of Ingersoll-Rand
Company for Fiscal Year Ended December 31, 1993. (See
pages 152-160 of the 1993 Form 10-K). -
21
INGERSOLL-RAND COMPANY
INDEX TO EXHIBITS
(Item 14(a))
(Continued)
Description Page
10 (iii) (j) Incentive Stock Plan of 1990 of Ingersoll-
Rand Company. Incorporated by reference to Form 10-K of
Ingersoll-Rand Company for Fiscal Year Ended December
31, 1993. (See pages 161-182 of the 1993 Form 10-K). -
10 (iii) (k) Restated Supplemental Pension Plan effective
January 1, 1992. Incorporated by reference to Form 10-K
of Ingersoll-Rand Company for Fiscal Year Ended December
31, 1993. (See pages 183-188 of the 1993 Form 10-K). -
10 (iii) (l) Supplemental Stock and Savings Investment
Plan effective as of January 1, 1989. Incorporated by
reference to Form 10-K of Ingersoll-Rand Company for
Fiscal Year Ended December 31, 1993. (See pages 189-198
of the 1993 Form 10-K). -
10 (iii) (m) Supplemental Retirement Account Plan
effective as of January 1, 1989. Incorporated by
reference to Form 10-K of Ingersoll-Rand Company for
Fiscal Year Ended December 31, 1993. (See pages 199-206
of the 1993 Form 10-K). -
11 (i) Computation of Primary Earnings Per Share. 54-55
11 (ii) Computation of Fully Diluted Earnings Per Share. 56-57
12 Computations of Ratios of Earnings to Fixed Charges. 58
13 Ingersoll-Rand Company Annual Report to
Shareowners for 1994. (Not deemed to be filed as
part of this report except to the extent incorporated
by reference). 59-120
21 List of Subsidiaries of Ingersoll-Rand Company. 121-123
27 Financial Data Schedule. 124
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
INGERSOLL-RAND COMPANY
(Registrant)
By /S/ Thomas F. McBride
Thomas F. McBride
Senior Vice President and
Chief Financial Officer
Date March 30, 1995
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
Chairman, President,
Chief Executive Officer
and Director (Principal
/S/ James E. Perrella Executive Officer) March 30, 1995
(James E. Perrella)
Senior Vice President
Chief Financial Officer
(Principal Financial
/S/ Thomas F. McBride Officer) March 30, 1995
(Thomas F. McBride)
Controller -
Accounting and Reporting
(Principal Accounting
/S/ Richard A. Spohn Officer) March 30, 1995
(Richard A. Spohn)
/S/ Donald J. Bainton Director March 30, 1995
(Donald J. Bainton)
/S/ Theodore H. Black Director March 30, 1995
(Theodore H. Black)
23
Signature Title Date
/S/ Brendan T. Byrne Director March 30, 1995
(Brendan T. Byrne)
/S/ Joseph P. Flannery Director March 30, 1995
(Joseph P. Flannery)
/S/ Constance J. Horner Director March 30, 1995
(Constance J. Horner)
/S/ Alexander H. Massad Director March 30, 1995
(Alexander H. Massad)
/S/ John E. Phipps Director March 30, 1995
(John E. Phipps)
/S/ Donald E. Procknow Director March 30, 1995
(Donald E. Procknow)
/S/ Cedric E. Ritchie Director March 30, 1995
(Cedric E. Ritchie)
24