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.
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.
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.
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.
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.
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.)
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.
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
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.
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.
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.
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)
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.
PART II
Item 5.
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 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
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.
Item 7.
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.
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.
(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
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.
Item 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
PART III
Item 10.
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.
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.
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.
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.
PART IV
Item 14.
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.
INGERSOLL-RAND COMPANY
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.
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
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
Doubtful accounts $22,089 $12,636 $ 8,820 $25,905
Doubtful accounts $23,057 $10,218 $11,186 $22,089
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.
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). -
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). -
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
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)
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)