x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
Bermuda
(State
or other jurisdiction of
incorporation
or organization)
|
75-2993910
(I.R.S.
Employer
Identification
No.)
|
|
Clarendon
House
2
Church Street
Hamilton
HM 11, Bermuda
(Address
of principal executive offices)
|
Title
of each
class
|
Name
of each exchange on which
registered
|
Class
A Common Shares,
Par
Value $1.00 per Share
|
New
York Stock
Exchange
|
INGERSOLL-RAND
COMPANY LIMITED
|
|||||||||
Form
10-K
|
|||||||||
For
the Fiscal Year Ended December 31,
2006
|
Page
|
||
Part
I
|
Item
1. Business
|
3
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Item
1A. Risk Factors
|
9
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Item
1B. Unresolved Staff Comments
|
13
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Item
2. Properties
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13
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Item
3. Legal Proceedings
|
15
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Item
4. Submission of Matters to a Vote of Security Holders
|
15
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Part
II
|
Item
5. Market for Registrant's Common Equity, Related Stockholder
Matters and
Issuer Purchases of Equity Securities
|
17
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Item
6. Selected Financial Data
|
19
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Item
7. Management's Discussion and Analysis of Financial Condition
and Results
of Operations
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20
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Item
7A. Quantitative and Qualitative Disclosure About Market
Risk
|
40
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Item
8. Financial Statements and Supplementary Data
|
41
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Item
9. Changes in and Disagreements with Independent Accountants
on Accounting
and Financial Disclosure
|
42
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Item
9A. Controls and Procedures
|
42
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|
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Item
9B. Other Information
|
43
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Part
III
|
Item
14. Principal Accountant Fees and Services
|
44
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Part
IV
|
Item
15. Exhibits and Financial Statements Schedules
|
45
|
|
||
Signatures
|
52
|
· |
climate
control technologies, including transport temperature control units
and
refrigerated display merchandisers;
|
· |
compact
vehicle technologies, including skid-steer loaders, golf vehicles
and
utility vehicles;
|
· |
construction
technologies, including road construction and repair
equipment;
|
· |
industrial
technologies, including compressed air systems and tools;
and
|
· |
security
technologies, including mechanical and electronic security
products.
|
· |
help
enhance business growth;
|
· |
create
a more favorable corporate structure for expansion of our current
business;
|
· |
improve
expected cash flow for use in investing in the development of
higher-growth product lines and
businesses;
|
· |
improve
expected cash flow for use in reducing the amount of our
debt;
|
· |
reduce
our worldwide effective tax rate;
|
· |
enable
us to implement our business strategy more effectively;
and
|
· |
expand
our investor base as our shares may become more attractive to non-U.S.
investors.
|
Products
|
||
Principal
products of the Company include the following:
|
||
|
||
Air
balancers
|
Golf
vehicles
|
|
Air
compressors & accessories
|
Hoists
|
|
Air
dryers
|
Hydraulic
breakers
|
|
Air
logic controls
|
Lubrication
equipment
|
|
Air
motors
|
Microturbines
|
|
Air
and electric tools
|
Material
handling equipment
|
|
Asphalt
compactors
|
Paving
equipment
|
|
Asphalt
pavers
|
Piston
pumps
|
|
Automated
dispensing systems
|
Pneumatic
breakers
|
|
Automatic
doors
|
Pneumatic
cylinders
|
|
Auxiliary
power unit
|
Pneumatic
valves
|
|
Biometric
access control systems
|
Portable
compressors
|
|
Compact
excavators
|
Portable
generators
|
|
Compact
track loaders
|
Portable
light towers
|
|
Compact
track-loader-backhoes
|
Portable
security products
|
|
Diaphragm
pumps
|
Refrigerated
display cases
|
|
Door
closers and controls
|
Refrigeration
systems
|
|
Door
locks, latches and locksets
|
Road-building
machinery
|
|
Doors
and door frames (steel)
|
Rough-terrain
material handlers
|
|
Electrical
security products
|
Skid-steer
loaders
|
|
Electronic
access-control systems
|
Soil
compactors
|
|
Engine-starting
systems
|
Spray-coating
systems
|
|
Exit
devices
|
Telescopic
material handlers
|
|
Extrusion
pump systems
|
Transport
temperature control systems
|
|
Fastener-tightening
systems
|
Utility
vehicles
|
|
Fluid-handling
equipment
|
Winches
|
Dollar
amounts in millions
|
2006
|
|
2005
|
||||
Climate
Control Technologies
|
$
|
435.8
|
$
|
331.0
|
|||
Compact
Vehicle Technologies
|
234.3
|
162.6
|
|||||
Construction
Technologies
|
175.6
|
129.7
|
|||||
Industrial
Technologies
|
244.0
|
178.6
|
|||||
Security
Technologies
|
182.8
|
140.0
|
|||||
Total
|
$
|
1,272.5
|
$
|
941.9
|
· |
increase
our vulnerability to general adverse economic and industry conditions;
|
· |
limit
our flexibility in planning for, or reacting to, changes in our businesses
and the industries in which we operate;
|
· |
restrict
our ability to exploit business opportunities;
and
|
· |
make
it more difficult for us to satisfy our payment obligations with
respect
to our outstanding indebtedness.
|
· |
countries
could change regulations or impose currency restrictions and other
restraints;
|
· |
in
some countries, there is a risk that the government may expropriate
assets;
|
· |
some
countries impose burdensome tariffs and
quotas;
|
· |
national
and international conflict, including terrorist acts, could significantly
impact our financial condition and results of operations;
and
|
· |
economic
downturns, political instability and war or civil disturbances may
disrupt
production and distribution logistics or limit sales in individual
markets.
|
· |
encountering
difficulties identifying and executing
acquisitions;
|
· |
increased
competition for targets, which may increase acquisition
costs;
|
· |
consolidation
in our industries reducing the number of acquisition targets;
and
|
· |
competition
laws and regulations preventing us from making certain
acquisitions.
|
· |
the
business culture of the acquired business may not match well with
our
culture;
|
· |
technological
and product synergies, economies of scale and cost reductions may
not
occur as expected;
|
· |
management
may be distracted from overseeing existing operations by the need
to
integrate acquired businesses;
|
· |
we
may acquire or assume unexpected
liabilities;
|
· |
unforeseen
difficulties may arise in integrating operations and
systems;
|
· |
we
may fail to retain and assimilate employees of the acquired business;
and
|
· |
we
may experience problems in retaining customers and integrating customer
bases.
|
Number
of
Plants
|
Approximate
Square
Footage
|
||||||
United
States
|
10
|
3,874,000
|
|||||
Non
- U.S.
|
15
|
2,513,000
|
|||||
Total
|
25
|
6,387,000
|
Number
of
Plants
|
Approximate
Square
Footage
|
||||||
United
States
|
3
|
1,395,000
|
|||||
Non
- U.S.
|
2
|
254,000
|
|||||
Total
|
5
|
1,649,000
|
Number
of
Plants
|
Approximate
Square
Footage
|
||||||
United
States
|
6
|
662,000
|
|||||
Non
- U.S.
|
5
|
568,000
|
|||||
Total
|
11
|
1,230,000
|
Number
of
Plants
|
Approximate
Square
Footage
|
||||||
United
States
|
9
|
1,359,000
|
|||||
Non
- U.S.
|
13
|
1,090,000
|
|||||
Total
|
22
|
2,449,000
|
Executive
Officers of the Registrant
|
||
The
following information is included in accordance with the provision
of Part
III, Item 10.
|
||
|
Date
of Service as
|
Principal
Occupation and
|
||
Name
and Age
|
an
Executive Officer
|
Other
Information for Past Five Years
|
||
Herbert
L. Henkel (58)
|
4/5/1999
|
Chairman
of Board and Chief Executive Officer, President and Director
|
||
Timothy
R. McLevish (51)
|
5/1/2002
|
Senior
Vice President and Chief Financial Officer (since June 2002); (Mead
|
||
Corporation,
Vice President, Chief Financial Officer, 1999-2002)
|
||||
Marcia
J. Avedon (45)
|
2/7/2007
|
Senior
Vice President, Human Resources and Communication (since
February
2007);
(Merck & Co., Inc., Senior Vice President, Human Resources 2003-2006;
Vice
President, Talent Management & Organizational Effectiveness 2002-2003;
Honeywell
International, Vice President, Corporate Human Resources,
2001-2002)
|
||
James
R. Bolch (49)
|
10/16/2005
|
Senior
Vice President and President, Industrial Technologies Sector (since
October
2005); (Schindler Elevator Corporation, Executive Vice
President,
Service
Business 2004-2005; United Technologies Corporation UTC
Power,
Vice President Operations,
2001-2003)
|
||
William
Gauld (53)
|
10/2/2006
|
Senior
Vice President, Enterprise Services (since October 2006);
(Principal,
|
||
The
W Group, 2005-2006; Pearson, plc, Chief Information Officer,
2001-2005)
|
||||
|
||||
Michael
W. Lamach (43)
|
2/16/2004
|
Senior
Vice President and President, Security Technologies (since February
|
||
2004);
(Johnson Controls, Inc., Group Vice President and
Managing
|
||||
Director
Europe/Asia 2003-2004; Group Vice President and General
|
||||
Asia
2002-2003; Group Vice President and General Manager,
Customer
|
||||
Business
Units, 1999-2002)
|
||||
Patricia
Nachtigal (60)
|
11/2/1988
|
Director
(since January 1, 2002); Senior Vice President and General Counsel
|
||
Richard
F. Pedtke (58)
|
5/1/2005
|
Senior
Vice President and President, Compact Vehicle Technologies
(since
|
||
May
2005); (President, ESA, Climate Control, 2003-2005; President,
|
||||
Thermo
King International, 2000-2003)
|
||||
Steven
R. Shawley (54)
|
8/1/2005
|
Senior
Vice President and President, Climate Control Technologies (since
|
||
August
2005); (President Climate Control Americas, 2003-2005; President,
|
||||
Thermo
King North America 2002-2003, Vice President and Controller,
|
||||
1998-2002)
|
||||
Christopher
P. Vasiloff (55)
|
11/1/2001
|
Senior
Vice President and President, Construction Technologies
(since
|
||
November
2001); (President, Portable Power, Infrastructure Sector,
|
||||
2000-2001)
|
||||
Richard
W. Randall (56)
|
10/1/2002
|
Vice
President and Controller (since October 2002); (President,
Engineered
|
||
Solutions,
Industrial Solutions Sector, April 2002-September 2002;
|
||||
Vice
President, Finance and Sector Controller, Industrial Solutions
Sector
|
||||
2001-2002;
Vice President and Controller, Bearings and Components,
|
||||
Industrial
Productivity Sector, 1999-2001)
|
Item 5. |
MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY
SECURITIES
|
Common
shares
|
||||||||||
2006 |
High
|
Low
|
Dividend
|
|||||||
First
quarter
|
$
|
43.65
|
$
|
38.15
|
$
|
0.16
|
||||
Second
quarter
|
47.63
|
39.47
|
0.16
|
|||||||
Third
quarter
|
43.25
|
35.29
|
0.18
|
|||||||
Fourth
quarter
|
41.21
|
36.71
|
0.18
|
|||||||
2005
|
||||||||||
First
quarter
|
$
|
43.66
|
$
|
36.53
|
$
|
0.125
|
||||
Second
quarter
|
41.18
|
35.40
|
0.125
|
|||||||
Third
quarter
|
41.50
|
35.96
|
0.160
|
|||||||
Fourth
quarter
|
41.23
|
36.35
|
0.160
|
|
|
|
|
Total
number of
|
|
Approximate
dollar
value
of shares
|
|
||||||
|
|
|
|
|
|
shares
purchased
|
|
still
|
|
||||
|
|
Total
number
|
|
|
|
as
part of the
|
|
available
to be
|
|
||||
|
|
of
shares
|
|
Average
|
|
publicly
announced
|
|
purchased
under
|
|
||||
|
|
purchased
|
|
price
paid
|
|
program
|
|
the
program
|
|
||||
Period
|
|
(000's)
|
|
per
share
|
|
(000's)
|
|
($000's)
|
|||||
10/01/2006
- 10/31/2006
|
2,595.6
|
$
|
39.40
|
2,595.6
|
$
|
-
|
|||||||
11/01/2006
- 11/30/2006
|
-
|
-
|
-
|
-
|
|||||||||
12/01/2006
- 12/31/2006
|
-
|
-
|
-
|
-
|
|||||||||
Total
|
2,595.6
|
2,595.6
|
At
and for the years ended December 31,
|
2006
|
|
2005
|
|
2004
|
|
2003
|
|
2002
|
|||||||
Net
revenues
|
$
|
11,409.3
|
$
|
10,546.9
|
$
|
9,393.6
|
$
|
8,249.3
|
$
|
7,583.0
|
||||||
Earnings
from continuing operations
|
1,068.3
|
1,053.1
|
829.8
|
532.8
|
322.4
|
|||||||||||
Total
assets
|
12,145.9
|
11,756.4
|
11,414.6
|
10,664.9
|
10,809.6
|
|||||||||||
Long-term
debt
|
905.2
|
1,184.3
|
1,267.6
|
1,518.4
|
2,091.4
|
|||||||||||
Shareholders'
equity
|
5,404.8
|
5,762.0
|
5,733.8
|
4,493.3
|
3,478.2
|
|||||||||||
Basic
earnings per common share: *
|
||||||||||||||||
Continuing
operations
|
$
|
3.34
|
$
|
3.12
|
$
|
2.40
|
$
|
1.56
|
$
|
0.96
|
||||||
Discontinued
operations
|
(0.11
|
)
|
-
|
1.12
|
0.32
|
0.41
|
||||||||||
Diluted
earnings per common share: *
|
||||||||||||||||
Continuing
operations
|
$
|
3.31
|
$
|
3.09
|
$
|
2.36
|
$
|
1.55
|
$
|
0.95
|
||||||
Discontinued
operations
|
(0.11
|
)
|
-
|
1.11
|
0.32
|
0.41
|
||||||||||
Dividends
per common share*
|
$
|
0.68
|
$
|
0.57
|
$
|
0.44
|
$
|
0.36
|
$
|
0.34
|
*These
amounts have been restated to reflect a two-for-one stock split
that
occurred in August 2005.
|
Item 7. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
· |
Dramatic
Growth, by developing innovative products and solutions that improve
our
customers’ operations, expanding highly profitable recurring revenues and
executing low-risk, high-return bolt-on
acquisitions;
|
· |
Operational
Excellence, by fostering a culture of continuous improvement and
cost
control; and
|
· |
Dual
Citizenship, by encouraging our employees’ active collaboration with
colleagues across business units and geographic regions to achieve
superior business results.
|
Dollar
amounts in millions,
|
%
of
|
%
of
|
%
of
|
||||||||||||||||
Except
per share data
|
2006
|
Revenues
|
2005
|
Revenues
|
2004
|
Revenues
|
|||||||||||||
Net
revenues
|
$
|
11,409.3
|
$
|
10,546.9
|
$
|
9,393.6
|
|||||||||||||
Cost
of goods sold
|
8,424.2
|
73.9%
|
|
7,744.1
|
73.4%
|
|
6,854.0
|
73.0%
|
|
||||||||||
Selling
and administrative expenses
|
1,544.3
|
13.5%
|
|
1,441.0
|
13.7%
|
|
1,419.3
|
15.1%
|
|
||||||||||
Operating
income
|
1,440.8
|
12.6%
|
|
1,361.8
|
12.9%
|
|
1,120.3
|
11.9%
|
|
||||||||||
Interest
expense
|
(131.8
|
)
|
|
(144.3
|
)
|
(153.1
|
)
|
||||||||||||
Other
income, net
|
5.9
|
53.0
|
17.0
|
||||||||||||||||
Minority
interests
|
(14.9
|
)
|
(12.7
|
)
|
(16.0
|
)
|
|||||||||||||
Earnings
before income taxes
|
1,300.0
|
1,257.8
|
968.2
|
||||||||||||||||
Provision
for income taxes
|
231.7
|
204.7
|
138.4
|
||||||||||||||||
Earnings
from continuing operations
|
1,068.3
|
1,053.1
|
829.8
|
||||||||||||||||
Discontinued
operations, net of tax
|
(35.8
|
)
|
1.1
|
388.9
|
|||||||||||||||
Net
earnings
|
$
|
1,032.5
|
$
|
1,054.2
|
$
|
1,218.7
|
|||||||||||||
Diluted
earnings per common share:
|
|||||||||||||||||||
Continuing
operations
|
$
|
3.31
|
$
|
3.09
|
$
|
2.36
|
|||||||||||||
Discontinued
operations
|
(0.11
|
)
|
-
|
1.11
|
|||||||||||||||
Net
earnings
|
$
|
3.20
|
$
|
3.09
|
$
|
3.47
|
In
millions
|
2006
|
2005
|
2004
|
|||||||
Net
revenues
|
$
|
-
|
$
|
-
|
$
|
882.0
|
||||
Retained
(costs) income, net of tax
|
$
|
(36.5
|
)
|
$
|
(34.1
|
)
|
$
|
54.0
|
||
Net
gain on disposals, net of tax
|
0.7
|
35.2
|
334.9
|
|||||||
Total
discontinued operations, net of tax
|
$
|
(35.8
|
)
|
$
|
1.1
|
$
|
388.9
|
Dollar
amounts in millions
|
2006
|
%
change
|
2005
|
%
change
|
2004
|
|||||||||||
Net
revenues
|
$
|
3,171.0
|
11.1%
|
|
$
|
2,853.6
|
2.1%
|
|
$
|
2,793.7
|
||||||
Operating
income
|
356.0
|
13.0%
|
|
315.1
|
1.9%
|
|
309.1
|
|||||||||
Operating
margin
|
11.2
|
%
|
11.0
|
%
|
11.1
|
%
|
Dollar
amounts in millions
|
2006
|
%
change
|
2005
|
%
change
|
2004
|
|||||||||||
Net
revenues
|
$
|
2,641.2
|
-1.5%
|
|
$
|
2,681.1
|
18.5%
|
|
$
|
2,261.7
|
||||||
Operating
income
|
358.0
|
-13.8%
|
|
415.2
|
25.1%
|
|
332.0
|
|||||||||
Operating
margin
|
13.6
|
%
|
15.5
|
%
|
14.7
|
%
|
Dollar
amounts in millions
|
2006
|
%
change
|
2005
|
%
change
|
2004
|
|||||||||||
Net
revenues
|
$
|
1,362.3
|
16.6%
|
|
$
|
1,168.6
|
16.0%
|
|
$
|
1,007.1
|
||||||
Operating
income
|
148.0
|
42.6%
|
|
103.8
|
-1.3%
|
|
105.2
|
|||||||||
Operating
margin
|
10.9
|
%
|
8.9
|
%
|
10.4
|
%
|
Dollar
amounts in millions
|
2006
|
%
change
|
2005
|
%
change
|
2004
|
|||||||||||
Net
revenues
|
$
|
1,949.8
|
11.8%
|
|
$
|
1,743.9
|
12.3%
|
|
$
|
1,552.8
|
||||||
Operating
income
|
262.0
|
16.5%
|
|
224.9
|
24.6%
|
|
180.5
|
|||||||||
Operating
margin
|
13.4
|
%
|
12.9
|
%
|
11.6
|
%
|
Dollar
amounts in millions
|
2006
|
%
change
|
2005
|
%
change
|
2004
|
|||||||||||
Net
revenues
|
$
|
2,285.0
|
8.8%
|
|
$
|
2,099.7
|
18.1%
|
|
$
|
1,778.3
|
||||||
Operating
income
|
400.2
|
5.1%
|
|
380.7
|
24.9%
|
|
304.8
|
|||||||||
Operating
margin
|
17.5
|
%
|
18.1
|
%
|
17.1
|
%
|
In
millions
|
2006
|
|
2005
|
|
2004
|
|||||
Net
periodic pension cost
|
$
|
32.7
|
$
|
32.4
|
$
|
26.5
|
||||
Curtailment/settlement
losses
|
-
|
4.0
|
41.1
|
* | ||||||
Net
periodic pension cost after curtailments/settlements
|
$
|
32.7
|
$
|
36.4
|
$
|
67.6
|
Discount
rate:
|
||||
U.S.
plans
|
5.50%
|
|
||
Non-U.S.
plans
|
5.00%
|
|
||
Rate
of compensation increase:
|
||||
U.S.
plans
|
4.00%
|
|
||
Non-U.S.
plans
|
4.25%
|
|
||
Expected
return on plan assets:
|
||||
U.S.
plans
|
8.50%
|
|
||
Non-U.S.
plans
|
7.25%
|
|
In
millions
|
2006
|
|
2005
|
|
2004
|
|||||
Net
periodic postretirement benefit cost
|
$
|
79.2
|
$
|
74.0
|
$
|
76.9
|
Dollar
amounts in millions
|
2006
|
2005
|
2004
|
|||||||
Cash
and cash equivalents
|
$
|
362.3
|
$
|
880.6
|
$
|
1,703.1
|
||||
Marketable
securities
|
0.7
|
156.5
|
0.6
|
|||||||
Working
capital
|
482.3
|
1,048.5
|
1,732.8
|
|||||||
Total
debt
|
1,984.6
|
2,117.0
|
1,880.4
|
|||||||
Total
stockholders' equity
|
5,404.8
|
5,762.0
|
5,733.8
|
|||||||
Debt-to-total
capital ratio
|
26.6
|
%
|
26.7
|
%
|
24.3
|
%
|
||||
Operating
cash flow from continuing operations
|
1,008.8
|
873.2
|
770.2
|
|||||||
Average
days outstanding in receivables
|
63.0
|
56.5
|
55.6
|
|||||||
Inventory
turnover
|
6.4
|
6.9
|
6.5
|
|||||||
Capital
expenditures
|
212.3
|
141.8
|
125.6
|
Short-term
|
Long-term
|
||||||
Moody's
|
P-2
|
A3
|
|||||
Standard
and Poor's
|
A-2
|
A-
|
|||||
Fitch
|
F2
|
A-
|
Payments
due by period |
Long-term
debt
|
Interest
payments o
n
long-term debt
|
Purchase
obligations
|
Operating
leases
|
Total
contractual
cash
obligations
|
|||||||||||
Less
than 1 year
|
$
|
626.8*
|
$
|
97.3
|
$
|
643.2
|
$
|
57.7
|
$
|
1,425.0
|
||||||
1
-
3 years
|
148.5
|
105.5
|
45.0
|
75.0
|
374.0
|
|||||||||||
3
-
5 years
|
20.9
|
99.2
|
6.6
|
32.1
|
158.8
|
|||||||||||
More
than 5 years
|
735.8
|
431.6
|
-
|
20.6
|
1,188.0
|
|||||||||||
Total
|
$
|
1,532.0
|
$
|
733.6
|
$
|
694.8
|
$
|
185.4
|
$
|
3,145.8
|
· |
Allowance
for doubtful accounts - The Company has provided an allowance for
doubtful
accounts receivable using a Company policy formula based upon its
knowledge of its end markets, customer base and
products.
|
· |
Goodwill
and other intangible assets - The Company has significant goodwill
and
other intangible assets on its balance sheet related to acquisitions.
The
valuation and classification of these assets and the assignment of
amortization lives involves significant judgments and the use of
estimates. The testing of these intangibles under established accounting
guidelines for impairment also requires significant use of judgment
and
assumptions, particularly as it relates to the determination of fair
market value. The Company’s goodwill and other intangible assets are
tested and reviewed annually for impairment or when there is a significant
change in circumstances. The Company believes that its use of estimates
and assumptions are reasonable and comply with generally accepted
accounting principles. Changes in business conditions could potentially
require future adjustments to these valuations.
|
· |
Long-lived
assets - Long-lived assets are reviewed for impairment whenever events
or
changes in circumstances indicate that the carrying amount of an
asset may
not be recoverable. Assets are grouped with other assets and liabilities
at the lowest level for which identifiable cash flows can be generated.
An
impairment in the carrying value of an asset would be recognized
whenever
anticipated future undiscounted cash flows from an asset are less
than its
carrying value. The impairment is measured as the amount by which
the
carrying value exceeds the fair value of the asset as determined
by an
estimate of discounted cash flows.
|
· |
Loss
contingencies - Liabilities are recorded for various contingencies
arising
in the normal course of business, including litigation and administrative
proceedings, environmental and asbestos matters and product liability,
product warranty, worker’s compensation and other claims. The Company has
recorded reserves in the financial statements related to these matters,
which are developed using input derived from actuarial estimates
and
historical and anticipated experience data depending on the nature
of the
reserve, and in certain instances with consultation of legal counsel,
internal and external consultants and engineers. Subject to the
uncertainties inherent in estimating future costs for these types
of
liabilities, the Company believes its estimated reserves are reasonable
and does not believe the final determination of the liabilities with
respect to these matters would have a material effect on the financial
condition, results of operations, liquidity or cash flows of the
Company
for any year.
|
· |
Revenue
Recognition - Revenue is generally recognized and earned when all
of the
following criteria are satisfied: (a) persuasive evidence of a sales
arrangement exists; (b) price is fixed or determinable; (c) collectibility
is reasonably assured; and (d) delivery has occurred or service has
been
rendered. Delivery generally occurs when the title and the risks
and
rewards of ownership have substantially transferred to the customer.
Revenue from maintenance contracts or extended warranties is recognized
on
a straight-line basis over the life of the contract, unless another
method
is more representative of the costs incurred. The Company enters
into
agreements that contain multiple elements, such as equipment, installation
and service revenue. For multiple-element arrangements, the Company
recognizes revenue for delivered elements when the delivered item
has
stand-alone value to the customer, fair values or undelivered elements
are
known, customer acceptance has occurred, and there are only customary
refund or return rights related to the delivered elements.
|
· |
Income
taxes - Deferred tax assets and liabilities are determined based
on
temporary differences between financial reporting and tax bases of
assets
and liabilities, applying enacted tax rates expected to be in effect
for
the year in which the differences are expected to reverse. The Company
recognizes future tax benefits, such as net operating losses and
non-U.S.
tax credits, to the extent that realizing these benefits is considered
in
its judgment to be more likely than not. The Company regularly reviews
the
recoverability of its deferred tax assets considering its historic
profitability, projected future taxable income, timing of the reversals
of
existing temporary differences and the feasibility of its tax planning
strategies. Where appropriate, the Company records a valuation allowance
with respect to a future tax
benefit.
|
· |
Employee
benefit plans - The Company provides a range of benefits to eligible
employees and retired employees, including pensions, postretirement
and
postemployment health-care benefits. Determining the cost associated
with
such benefits is dependent on various actuarial assumptions, including
discount rates, expected return on plan assets, compensation increases,
employee mortality and turnover rates, and health-care cost trend
rates.
Independent actuaries perform the required calculations to determine
expense in accordance with U.S. generally accepted accounting principles.
Actual results may differ from the actuarial assumptions and are
generally
accumulated and amortized into earnings over future periods. Effective
December 31, 2006, these effects are generally recognized in shareholders’
equity on an annual basis, due to the adoption of SFAS 158. The Company
reviews its actuarial assumptions at each measurement date and makes
modifications to the assumptions based on current rates and trends,
if
appropriate. The discount rate, the rate of compensation increase
and the
expected long-term rates of return on plan assets are determined
as of the
measurement date. The discount rate reflects a rate at which pension
benefits could be effectively settled. It is established and based
primarily on the yields of high-quality fixed-income investments
available
and expected to be available during the life of the plans, a study
based
on the Citigroup Pension Liability index, and a review of the current
yields reported by Moody’s on AA corporate bonds. The rate of compensation
increase is dependent on expected future compensation levels. The
expected
long-term rates of return are projected to be the rates of return
to be
earned over the period until the benefits are paid, which should
reflect
the rates of return on present investments, and on reinvestments
over the
period. The expected long-term rate of return on plan assets is based
on
what is achievable given the plan’s investment policy and the types of
assets held. Historical assets return trends for the larger plans
are
reviewed over fifteen, ten and five-year periods. The actual rates
of
return for plan assets over the last ten and fifteen-year periods
have
exceeded the expected rates of return used. The Company believes
that the
assumptions utilized in recording its obligations under its plans
are
reasonable based on input from its actuaries, outside investment
advisors,
and information as to assumptions used by plan
sponsors.
|
(a) |
The
following consolidated financial statements and the report thereon
of
PricewaterhouseCoopers LLP dated March 1, 2007, are presented following
Item 15 of this Annual Report on Form
10-K.
|
Consolidated
Financial Statements:
|
|
Report
of independent registered public accounting firm
|
|
Consolidated
balance sheets at December 31, 2006 and 2005
|
|
For
the years ended December 31, 2006, 2005 and 2004:
|
|
Consolidated
statements of income
|
|
Consolidated
statements of shareholders’ equity
|
|
Consolidated
statements of cash flows
|
|
Notes
to consolidated financial statements
|
|
Financial
Statement Schedule:
|
|
Consolidated
schedule for the years ended December 31, 2006, 2005 and
2004:
|
|
Schedule
II
—
Valuation and Qualifying Accounts
|
(b) |
The
unaudited quarterly financial data for the two years ended December
31, is
as follows:
|
In
millions, except per share amounts
|
Basic
|
|
Diluted
|
|
||||||||||||||||
|
|
|
|
Cost
of
|
|
|
|
|
|
earnings
|
|
earnings
|
|
||||||
|
|
Net
|
|
goods
|
|
Operating
|
|
Net
|
|
per
common
|
|
per
common
|
|||||||
2006
|
revenues
|
|
sold
|
|
income
|
|
earnings
|
|
share*
|
|
share*
|
||||||||
First
quarter
|
$
|
2,711.0
|
$
|
1,998.0
|
$
|
341.1
|
$
|
253.2
|
$
|
0.77
|
$
|
0.76
|
|||||||
Second
quarter
|
3,041.9
|
2,215.4
|
416.5
|
313.5
|
0.96
|
0.95
|
|||||||||||||
Third
quarter
|
2,765.9
|
2,043.8
|
357.7
|
243.8
|
0.77
|
0.76
|
|||||||||||||
Fourth
quarter
|
2,890.5
|
2,167.0
|
325.5
|
222.0
|
0.72
|
0.72
|
|||||||||||||
Year
2006
|
$
|
11,409.3
|
$
|
8,424.2
|
$
|
1,440.8
|
$
|
1,032.5
|
$
|
3.23
|
$
|
3.20
|
|||||||
2005
|
|||||||||||||||||||
First
quarter
|
$
|
2,458.8
|
$
|
1,810.6
|
$
|
297.0
|
$
|
223.0
|
$
|
0.64
|
$
|
0.64
|
|||||||
Second
quarter
|
2,759.5
|
2,019.1
|
379.1
|
285.4
|
0.84
|
0.83
|
|||||||||||||
Third
quarter
|
2,615.3
|
1,920.7
|
340.0
|
254.2
|
0.76
|
0.75
|
|||||||||||||
Fourth
quarter
|
2,713.3
|
1,993.7
|
345.7
|
291.6
|
0.88
|
0.87
|
|||||||||||||
Year
2005
|
$
|
10,546.9
|
$
|
7,744.1
|
$
|
1,361.8
|
$
|
1,054.2
|
$
|
3.12
|
$
|
3.09
|
(a)
1. and 2.
|
Financial
statements and financial statement
schedule
|
See
Item 8.
|
3.
|
Exhibits
|
The
exhibits listed on the accompanying index to exhibits are filed as
part of
this Annual Report on Form 10-K.
|
2
|
Agreement
and Plan of Merger, dated as of October 31, 2001, among Ingersoll-Rand
Company Limited, Ingersoll-Rand Company and IR Merger Corporation.
Incorporated by reference to Amendment No. 1 to Form S-4. Registration
Statement No, 333-71642, filed October 30,
2001.
|
2.1
|
Stock
and Asset Purchase Agreement, dated as of October 16, 2002, between
Ingersoll-Rand Company Limited, on behalf of itself and certain of
its
subsidiaries and The Timken Company, on behalf of itself and certain
of
its subsidiaries. Incorporated by reference to Form 8-K dated October
16,
2002.
|
2.2
|
Amendment
to the Stock and Asset Purchase Agreement, dated as of February 18,
2003,
amending the Stock Purchase Agreement, dated as of October 16, 2002,
between Ingersoll-Rand Company Limited, on behalf of itself and certain
of
its subsidiaries and The Timken Company, on behalf of itself and
certain
of its subsidiaries. Incorporated by reference to Form Schedule 13D,
filed
March 5, 2003 by Ingersoll-Rand
Company.
|
2.3
|
Equity
Purchase Agreement between FRC Acquisition LLC, on behalf of itself
and
the other buyers named therein, and Ingersoll-Rand Company Limited,
on
behalf of itself and the other sellers named therein, dated August
25,
2004, in connection with the divestiture of Dresser-Rand. Incorporated
by
reference to Form 8-K dated August 25,
2004.
|
2.4
|
Pricing
Agreement, dated as of May 24, 2005 among Ingersoll-Rand Company
Limited,
Banc of America Securities, LLC, Deutsche Bank Securities Inc. and
Ingersoll-Rand Company. Incorporated by reference to Form 8-K for
Ingersoll-Rand Company Limited, dated May 24, 2005, filed May 27,
2005.
|
2.5
|
Asset
and Stock Purchase Agreement, dated as of February 27, 2007, among
Ingersoll-Rand Company limited, on behalf of itself and the other
sellers
named therein, and AB Volvo (publ), on behalf of itself and the other
buyers named therein. Incorporated by reference to Form 8-K for
Ingersoll-Rand Company Limited dated February 27, 2007, filed February
28,
2007.
|
3.1 |
Memorandum
of
Association of Ingersoll-Rand Company Limited. Incorporated by
reference
to Amendment No. 1 to Form S-4 Registration Statement No. 333-71642,
filed
October 30, 2001.
|
3.2
|
Amended
and Restated Bye-Laws of Ingersoll-Rand Company Limited, dated June
1,
2005. Incorporated by reference to Form 10-Q for the quarter ended
June
30, 2005, of Ingersoll-Rand Company Limited, filed August 5,
2005.
|
4.1
|
Certificate
of Designation, Preferences and Rights of Series A Preference Shares
of
Ingersoll-Rand Company Limited. Incorporated by reference to Amendment
No.
1 to Form S-4 Registration Statement No. 333-71642, filed October
30,
2001.
|
4.2 |
Rights
Agreement between Ingersoll-Rand Company Limited and The Bank of
New York,
as Rights Agent. Incorporated by reference to Amendment No. 1 to
Form S-4
Registration Statement No. 333-71642, filed October 30,
2001.
|
4.3
|
Voting
Agreement between Ingersoll-Rand Company Limited and Ingersoll-Rand
Company. Incorporated by reference to Amendment No. 1 to Form S-4
Registration Statement No. 333-71642, filed October 30,
2001.
|
4.4
|
Indenture
dated as of August 1, 1986, between Ingersoll-Rand Company and The
Bank of
New York, as Trustee, as supplemented by first, second and third
supplemental indentures. Incorporated by reference to Ingersoll-Rand
Company’s Form S-3 Registration Statement No. 333-39474 as filed March 18,
1991 and to Form S-3 Registration Statement No. 333-50902 as filed
November 29, 2000.
|
4.5
|
Fourth
Supplemental Indenture, dated as of December 31, 2001, among
Ingersoll-Rand Company Limited, Ingersoll-Rand Company and The Bank
of New
York, as trustee. Incorporated by reference to Form 10-K of Ingersoll-Rand
Company Limited for the year ended December 31, 2001, filed March
13,
2002.
|
4.6 |
Credit
Agreement dated as of August 12, 2005, among Ingersoll-Rand Company
and
Ingersoll-Rand Company Limited, the banks listed therein, and Citicorp
USA, Inc., as Syndication Agent, and Bank of America, N.A., Deutsche
Bank
Securities Inc., The Bank of Tokyo-Mitsubishi, Ltd., New York Branch
and
UBS Securities LLC, as Documentation Agents, and JPMorgan Chase Bank,
N.A., as Administrative Agent, and J.P. Morgan Securities Inc. and
Citigroup Global Markets Inc., as Lead Arrangers and Bookrunners.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2006, filed March 1,
2006.
|
4.7
|
Credit
Agreement, dated as of June 25, 2004, among Ingersoll-Rand Company
and
Ingersoll-Rand Company Limited, the banks listed therein, The JPMorgan
Chase Bank, as Administrative Agent, Citibank N.A., and Deutsche
Bank
Securities Inc., as Co-Syndication Agents, and The Bank of
Tokyo-Mitsubishi, Ltd, as Documentation Agent, and J.P. Morgan Securities
Inc., as Lead Arranger and Bookrunner. Incorporated by reference
to Form
10-K of Ingersoll-Rand Company Limited for the year ended December
31,
2004, filed March 16, 2005.
|
4.8 |
Ingersoll-Rand
Company Limited and its subsidiaries are parties 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 Limited and its subsidiaries on a consolidated basis. Pursuant
to
paragraph 4(iii) of Item 601(b) of Regulation S-K, Ingersoll-Rand
Company
Limited agrees to furnish a copy of such instruments to the Securities
and
Exchange Commission upon
request.
|
4.9
|
Indenture
dated as of May 24, 2005 among Ingersoll-Rand Company Limited,
Ingersoll-Rand Company and Wells Fargo Bank, N.A., as trustee.
Incorporated by reference to Form 8-K for Ingersoll-Rand Company
Limited,
dated May 24, 2005, filed May 27, 2005.
|
10.1 |
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 the year
ended
December 31, 1993, filed March 30,
1994.
|
10.2 |
Reorganization
Amendment to Management Incentive Unit Plan, dated December 31, 2001.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2001, filed March 13,
2002.
|
10.3 |
Amended
and Restated Director Deferred Compensation and Stock Award Plan.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
for the
year ended December 31, 2000, filed March 20,
2001.
|
10.4 |
First
Amendment to Director Deferred Compensation and Stock Award Plan.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2001, filed March 13,
2002.
|
10.5 |
Second
Amendment to Director Deferred Compensation and Stock Award Plan.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2003, filed February 27,
2004.
|
10.6 |
Third
Amendment to Director Deferred Compensation and Stock Award Plan,
dated
December 31, 2004. Incorporated by reference to Form 8-K of Ingersoll-Rand
Company Limited, dated December 31, 2004, filed January 6,
2005.
|
10.7 |
Fourth
Amendment to Director Deferred Compensation and Stock Award Plan,
dated
March 10, 2005. Incorporated by reference to Form 10-K of Ingersoll-Rand
Company Limited for the year ended December 31, 2004, filed March
16,
2005.
|
10.8 |
Director
Deferred Compensation and Stock Award Plan II, dated December 31,
2004.
Incorporated by reference to Form 8-K of Ingersoll-Rand Company Limited,
dated December 31, 2004, filed January 6,
2005.
|
10.9 |
First
Amendment to Director Deferred Compensation and Stock Award Plan
II, dated
March 10, 2005.
Incorporated
by reference to Form 10-K of Ingersoll-Rand Company Limited for the
year
ended December 31, 2004, filed March 16, 2005.
|
10.10 |
Description
of Annual Incentive Arrangements for Chairman, President, Sector
Presidents and other Staff Officers of Ingersoll-Rand Company
Limited.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2006, filed March 1,
2006.
|
10.11
|
Description
of Performance Share Program for Chairman, President and Chief Executive
Officer and the other Participants of Ingersoll-Rand Company Limited.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2006, filed March 1,
2006.
|
10.12 |
Form
o
f
Change in Control Agreement with Tier 1 Officers of Ingersoll-Rand
Company
Limited, dated as of December 1, 2006. Incorporated by reference
to
Exhibit 99.1 in Form 8-K of Ingersoll-Rand Company Limited,
dated November
30, 2006, filed December 4,
2006.
|
10.13 |
Form
of Change in Control Agreement with Tier 2 Officers of Ingersoll-Rand
Company Limited, dated as of December 1, 2006. Incorporated by reference
to Exhibit 99.2 in Form 8-K of Ingersoll-Rand Company Limited, dated
November 30, 2006, filed December 4,
2006.
|
10.14
|
Executive
Supplementary Retirement Agreement for selected executive officers
of
Ingersoll- Rand Company. Incorporated by reference to Form 10-K of
Ingersoll-Rand Company for the year ended December 31, 1993, filed
March
30, 1994.
|
10.15 |
Executive
Supplementary Retirement Agreement for selected executive officers
of
Ingersoll-Rand Company. Incorporated by reference to Form 10-K for
the
year ended December 31, 1996, filed March 26,
1997.
|
10.16
|
Forms
of insurance and related letter agreements with certain executive
officers
of Ingersoll-Rand Company. Incorporated by reference to Form 10-K
of
Ingersoll-Rand Company for the year ended December 31, 1993, filed
March
30, 1994.
|
10.17
|
Amended
and Restated Supplemental Pension Plan, dated January 1, 2003.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2002, filed March 5,
2003.
|
10.18
|
First
Amendment to the Amended and Restated Supplemental Pension Plan,
dated
January 1, 2003. Incorporated by reference to Form 10-K of Ingersoll-Rand
Company Limited for the year ended December 31, 2003, filed February
27,
2004.
|
10.19
|
Amended
and Restated Supplemental Employee Savings Plan, dated January 1,
2003.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2002, filed March 5,
2003.
|
10.20 |
First
Amendment to the Amended and Restated Supplemental Employee Savings
Plan,
dated
January
1, 2003. Incorporated by reference to Form 10-K of Ingersoll-Rand
Company
Limited for the year ended December 31, 2003, filed February 27,
2004.
|
10.21 |
Incentive
Stock Plan of 1995. Incorporated by reference to the Notice of 1995
Annual
Meeting of Shareholders and Proxy Statement dated March 15, 1995.
See
Appendix A of the Proxy Statement dated March 15,
1995.
|
10.22 |
Reorganization
Amendment to Incentive Stock Plan of 1995, dated December 21, 2001.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2001, filed March 13,
2002.
|
10.23 |
Senior
Executive Performance Plan. Incorporated
by
reference to the Notice of 2000 Annual Meeting of Shareholders and
Proxy
Statement of Ingersoll-Rand Company, dated March 7, 2000. See Appendix
A
of the Proxy Statement, dated March 7,
2000.
|
10.24 |
Amended
and Restated Elected Officers Supplemental Plan, dated December
31, 2004.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2004, filed March 16,
2005.
|
10.25 |
Amendment,
dated February 1, 2006, to Amended and Restated Elected Officers
Supplemental Plan, dated December 31, 2004. Incorporated by reference
to
Form 10-K of Ingersoll-Rand Company Limited for the year ended
December
31, 2006, filed March 1,
2006.
|
10.26 |
Elected
Officers Supplemental Plan II, dated February 1, 2006. Incorporated
by
reference to Form 10-K of Ingersoll-Rand Company Limited for the
year
ended December 31, 2006, filed March 1, 2006.
|
10.27 |
Amended
and Restated Executive Deferred Compensation Plan. Incorporated by
reference to Form 10-K of Ingersoll-Rand Company for the year ended
December 31, 2000, filed March 20, 2001.
|
10.28 |
First
Amendment to Executive Deferred Compensation Plan, dated December
31,
2001. Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited for the year ended December 31, 2001, filed March 13,
2002.
|
10.29 |
Second
Amendment to Executive Deferred Compensation Plan, dated February
24,
2004. Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited for the year ended December 31, 2003, filed February 27,
2004.
|
10.30 |
Third
Amendment to Executive Deferred Compensation Plan, dated December
31,
2004. Incorporated by reference to Form 8-K of Ingersoll-Rand Company
Limited dated December 31, 2004, filed January 6,
2005.
|
10.31 |
Fourth
Amendment to Executive Deferred Compensation Plan, dated March 10,
2005.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2004, filed March 16,
2005.
|
10.32
|
Executive
Deferred Compensation Plan II, dated December 31, 2004. Incorporated
by
reference to Form 8-K of Ingersoll-Rand Company Limited dated December
31,
2004, filed January 6, 2005.
|
10.33 |
First
Amendment to Executive Deferred Compensation Plan II, dated March
10,
2005. Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited for the year ended December 31, 2004, filed March 16,
2005.
|
10.34
|
Amended
and Restated Incentive Stock Plan of 1998. Incorporated by reference
to
Ingersoll-Rand Company Limited’s Form S-8 Registration Statement, filed
December 1, 2005.
|
10.35
|
Amendment
to the Ingersoll-Rand Company Limited Amended and Restated Incentive
Stock
Plan of 1998, dated December 7, 2005. Incorporated by reference to
Form
8-K of Ingersoll-Rand Company Limited, dated December 7, 2005, filed
December 9, 2005.
|
10.36
|
Composite
Employment Agreement with Chief Executive Officer.
Incorporated
by reference to Form 10-K of Ingersoll-Rand Company for the year
ended
December 31, 1999, filed March 30,
2000.
|
10.37 |
Employment
Agreement with Timothy McLevish, Senior Vice President and Chief
Financial
Officer. Incorporated by reference to Form 10-K of Ingersoll-Rand
Company
Limited for the year ended December 31, 2002, filed March 5,
2003.
|
10.38 |
Employment
Agreement with Michael Lamach, Senior Vice President. Incorporated
by
reference to Form 10-K of Ingersoll-Rand Company Limited
for the year ended December 31, 2003, filed February 27,
2004.
|
10.39 |
Addendum,
dated June 3, 2005, to Employment Agreement with Timothy R. McLevish.
Incorporated by reference to Form 8-K of Ingersoll-Rand Company Limited,
dated June 1, 2005, filed June 6,
2005.
|
10.40
|
Employment
Agreement with James R. Bolch, Senior Vice President. Incorporated
by
reference to Form 10-K of Ingersoll-Rand Company Limited for the
year
ended December 31, 2006, filed March 1,
2006.
|
10.41
|
Addendum,
dated December 8, 2005, to Employment Agreement with James R. Bolch.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
Limited
for the year ended December 31, 2006, filed March 1,
2006.
|
10.42
|
Amended
and Restated Estate Enhancement Program, dated June 1, 1998, and
the
related form agreements. Incorporated by reference to Form 10-Q of
Ingersoll-Rand Company Limited for the quarter ended March 31, 2006,
filed
May 5, 2006.
|
10.43
|
First
Amendment to the Amended and Restated Estate Enhancement Program,
dated
December 31, 2001. Incorporated by reference to Form 10-Q of
Ingersoll-Rand Company Limited for the quarter ended March 31, 2006,
filed
May 5, 2006.
|
10.44 |
Employment
Agreement with William Gauld, Senior Vice President, dated September
7,
2006. Filed herewith.
|
10.45 |
Employment
Agreement with Marcia J. Avedon, Senior Vice President, dated January
8,
2007. Filed herewith.
|
12 |
Computations
of Ratios of Earnings to Fixed Charges. Filed
herewith.
|
14
|
Ingersoll-Rand
Company Limited Code of Ethics. Incorporated by reference to Form
10-K of
Ingersoll-Rand Company Limited for the year ended December 31, 2006,
filed
March 1, 2006.
|
21 |
List
of Subsidiaries of Ingersoll-Rand Company Limited. Filed
herewith.
|
23
|
Consent
of Independent Registered Public Accounting Firm. Filed
herewith.
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer Pursuant to
Rule
13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed
herewith.
|
INGERSOLL
RAND COMPANY LIMITED
(Registrant)
|
||
|
|
|
By: | /S/ Herbert L. Henkel | |
(Herbert
L. Henkel)
Chief
Executive Officer
Date: March
1,
2007
|
Signature
|
Title
|
Date
|
||
Chairman,
President, Chief
|
||||
/S/
Herbert L. Henkel
|
Executive
Officer and Director
|
|||
(Herbert
L. Henkel)
|
(Principal
Executive Officer)
|
March
1, 2007
|
||
|
||||
Senior
Vice President and
|
||||
/S/
Timothy R. McLevish
|
Chief
Financial Officer
|
|||
(Timothy
R. McLevish)
|
(Principal
Financial Officer)
|
March
1, 2007
|
||
/S/
Richard W. Randall
|
Vice
President and Controller
|
|||
(Richard
W. Randall)
|
(Principal
Accounting Officer)
|
March
1, 2007
|
||
/S/
Ann C. Berzin
|
||||
(Ann
C. Berzin)
|
Director
|
March
1, 2007
|
||
/S/
Peter C. Godsoe
|
||||
(Peter
C. Godsoe)
|
Director
|
March
1, 2007
|
||
/S/
Constance Horner
|
||||
(Constance
Horner)
|
Director
|
March
1, 2007
|
||
/S/
H. William Lichtenberger
|
||||
(H.
William Lichtenberger)
|
Director
|
March
1, 2007
|
||
/S/
Theodore E. Martin
|
||||
(Theodore
E. Martin)
|
Director
|
March
1, 2007
|
||
/S/
Patricia Nachtigal
|
||||
(Patricia
Nachtigal)
|
Director
|
March
1, 2007
|
||
/S/
Orin R. Smith
|
||||
(Orin
R. Smith)
|
Director
|
March
1, 2007
|
||
/S/
Richard J. Swift
|
||||
(Richard
J. Swift)
|
Director
|
March
1, 2007
|
||
/S/
Tony L. White
|
||||
(Tony
L. White)
|
Director
|
March
1, 2007
|
Page
|
||
Report
of Independent Registered Public Accounting Firm
|
54
|
|
Consolidated
Statements of Income
|
56
|
|
Consolidated
Balance Sheets
|
57
|
|
|
||
Consolidated
Statements of Shareholders' Equity
|
58
|
|
Consolidated
Statements of Cash Flows
|
59
|
|
Notes
to Consolidated Financial Statements
|
60
|
|
Schedule
II - Valuation and Qualifying Accounts
|
98
|
For
the years ended December 31,
|
2006
|
2005
|
2004
|
|||||||
Net
revenues
|
$
|
11,409.3
|
$
|
10,546.9
|
$
|
9,393.6
|
||||
Cost
of goods sold
|
8,424.2
|
7,744.1
|
6,854.0
|
|||||||
Selling
and administrative expenses
|
1,544.3
|
1,441.0
|
1,419.3
|
|||||||
Operating
income
|
1,440.8
|
1,361.8
|
1,120.3
|
|||||||
Interest
expense
|
(131.8
|
)
|
(144.3
|
)
|
(153.1
|
)
|
||||
Other
income, net
|
5.9
|
53.0
|
17.0
|
|||||||
Minority
interests
|
(14.9
|
)
|
(12.7
|
)
|
(16.0
|
)
|
||||
Earnings
before income taxes
|
1,300.0
|
1,257.8
|
968.2
|
|||||||
Provision
for income taxes
|
231.7
|
204.7
|
138.4
|
|||||||
Earnings
from continuing operations
|
1,068.3
|
1,053.1
|
829.8
|
|||||||
Discontinued
operations, net of tax
|
(35.8
|
)
|
1.1
|
388.9
|
||||||
Net
earnings
|
$
|
1,032.5
|
$
|
1,054.2
|
$
|
1,218.7
|
||||
Basic
earnings per common share:
|
||||||||||
Earnings
from continuing operations
|
$
|
3.34
|
$
|
3.12
|
$
|
2.40
|
||||
Discontinued
operations, net of tax
|
(0.11
|
)
|
-
|
1.12
|
||||||
Net
earnings
|
$
|
3.23
|
$
|
3.12
|
$
|
3.52
|
||||
Diluted
earnings per common share:
|
||||||||||
Earnings
from continuing operations
|
$
|
3.31
|
$
|
3.09
|
$
|
2.36
|
||||
Discontinued
operations, net of tax
|
(0.11
|
)
|
-
|
1.11
|
||||||
Net
earnings
|
$
|
3.20
|
$
|
3.09
|
$
|
3.47
|
December
31,
|
2006
|
2005
|
|||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
362.3
|
$
|
880.6
|
|||
Marketable
securities
|
0.7
|
156.5
|
|||||
Accounts
and notes receivable, less allowance of
|
|||||||
$17.8
in 2006 and $47.6 in 2005
|
1,996.2
|
1,679.0
|
|||||
Inventories
|
1,320.3
|
1,128.8
|
|||||
Prepaid
expenses and deferred income taxes
|
416.4
|
403.3
|
|||||
Total
current assets
|
4,095.9
|
4,248.2
|
|||||
Property,
plant and equipment, net
|
1,276.3
|
1,157.5
|
|||||
Goodwill
|
4,604.8
|
4,433.4
|
|||||
Intangible
assets, net
|
736.2
|
717.0
|
|||||
Other
assets
|
1,432.7
|
1,200.3
|
|||||
Total
assets
|
$
|
12,145.9
|
$
|
11,756.4
|
|||
LIABILITIES
AND EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
1,026.8
|
$
|
812.5
|
|||
Accrued
compensation and benefits
|
383.8
|
401.4
|
|||||
Accrued
expenses and other current liabilities
|
1,123.6
|
1,053.1
|
|||||
Loans
payable and current maturities of long-term debt
|
1,079.4
|
932.7
|
|||||
Total
current liabilities
|
3,613.6
|
3,199.7
|
|||||
Long-term
debt
|
905.2
|
1,184.3
|
|||||
Postemployment
and other benefit liabilities
|
1,428.8
|
1,000.9
|
|||||
Other
noncurrent liabilities
|
793.5
|
609.5
|
|||||
Total
liabilities
|
6,741.1
|
5,994.4
|
|||||
Commitments
and contingencies (Note 15)
|
|||||||
Shareholders'
equity:
|
|||||||
Class
A common shares, $1 par value (364,462,276 and
|
|||||||
360,740,316
shares issued at December 31, 2006 and
|
|||||||
2005,
respectively, and net of 57,699,279 and 30,032,378
|
|||||||
shares
owned by subsidiary at December 31, 2006 and
|
|
|
|||||
2005,
respectively)
|
306.8 | 330.7 | |||||
Retained
earnings
|
5,456.1
|
5,558.9
|
|||||
Accumulated
other comprehensive income (loss)
|
(358.1
|
)
|
(127.6
|
)
|
|||
Total
shareholders' equity
|
5,404.8
|
5,762.0
|
|||||
Total
liabilities and shareholders' equity
|
$
|
12,145.9
|
$
|
11,756.4
|
|
Total
shareholders'
|
Common
stock
|
Capital
in excess of par
|
Retained
|
Accumulated
other
comprehensive
income
|
Comprehensive
|
||||||||||||||||
|
equity
|
Amount
|
Shares
|
value
|
earnings
|
(loss)
|
income
|
|||||||||||||||
Balance
at December 31, 2003
|
$
|
4,493.3
|
$
|
174.5
|
174.5
|
$
|
610.6
|
$
|
3,978.7
|
$
|
(270.5
|
)
|
||||||||||
Net
earnings
|
1,218.7
|
1,218.7
|
$
|
1,218.7
|
||||||||||||||||||
Currency
translation
|
168.7
|
168.7
|
168.7
|
|||||||||||||||||||
Change
in fair value of derivatives qualifying
|
||||||||||||||||||||||
as
cash flow hedges, net of tax of $0.4
|
3.1
|
3.1
|
3.1
|
|||||||||||||||||||
Minimum
pension liability adjustment, net of tax of $103.7
|
161.5
|
161.5
|
161.5
|
|||||||||||||||||||
Total
comprehensive income
|
$
|
1,552.0
|
||||||||||||||||||||
Shares
issued under incentive stock plans
|
213.5
|
3.9
|
3.9
|
209.6
|
||||||||||||||||||
Repurchase
of common shares by subsidiary
|
(355.9
|
)
|
(5.3
|
)
|
(5.3
|
)
|
(350.6
|
)
|
||||||||||||||
Change
in fiscal year end of subsidiary, net of tax of $7.3
|
(16.5
|
)
|
(16.5
|
)
|
||||||||||||||||||
Cash
dividends, declared and paid ($0.44 per share)
|
(152.6
|
)
|
|
|
|
(152.6
|
)
|
|
|
|||||||||||||
Balance
at December 31, 2004
|
5,733.8
|
173.1
|
173.1
|
469.6
|
5,028.3
|
62.8
|
||||||||||||||||
Net
earnings
|
1,054.2
|
1,054.2
|
$
|
1,054.2
|
||||||||||||||||||
Currency
translation
|
(267.7
|
)
|
(267.7
|
)
|
(267.7
|
)
|
||||||||||||||||
Change
in fair value of marketable securities and
|
||||||||||||||||||||||
derivatives
qualifying as cash flow hedges,
|
||||||||||||||||||||||
net
of tax of $0.3
|
5.7
|
5.7
|
5.7
|
|||||||||||||||||||
Minimum
pension liability adjustment, net of tax of $60.5
|
71.6
|
71.6
|
71.6
|
|||||||||||||||||||
Total
comprehensive income
|
$
|
863.8
|
||||||||||||||||||||
Shares
issued under incentive stock plans
|
120.0
|
2.3
|
2.3
|
117.7
|
||||||||||||||||||
Repurchase
of common shares by subsidiary
|
(763.6
|
)
|
(19.4
|
)
|
(19.4
|
)
|
(587.3
|
)
|
(156.9
|
)
|
||||||||||||
Stock
split
|
-
|
174.7
|
174.7
|
(174.7
|
)
|
|||||||||||||||||
Cash
dividends, declared and paid ($0.57 per share)
|
(192.0
|
)
|
|
|
|
(192.0
|
)
|
|
|
|||||||||||||
Balance
at December 31, 2005
|
5,762.0
|
330.7
|
330.7
|
-
|
5,558.9
|
(127.6
|
)
|
|||||||||||||||
Net
earnings
|
1,032.5
|
1,032.5
|
$
|
1,032.5
|
||||||||||||||||||
Currency
translation
|
258.8
|
258.8
|
258.8
|
|||||||||||||||||||
Change
in fair value of marketable securities and
|
||||||||||||||||||||||
derivatives
qualifying as cash flow hedges,
|
||||||||||||||||||||||
net
of tax of $0.8
|
(7.3
|
)
|
(7.3
|
)
|
(7.3
|
)
|
||||||||||||||||
Minimum
pension liability adjustment, net of tax of $3.2
|
(9.2
|
)
|
(9.2
|
)
|
(9.2
|
)
|
||||||||||||||||
Total
comprehensive income
|
$
|
1,274.8
|
||||||||||||||||||||
Adoption
of FASB Statement No. 158, net of tax of $268.2
|
(472.8
|
)
|
(472.8
|
)
|
||||||||||||||||||
Shares
issued under incentive stock plans
|
111.1
|
3.8
|
3.8
|
107.3
|
||||||||||||||||||
Repurchase
of common shares by subsidiary
|
(1,096.3
|
)
|
(27.7
|
)
|
(27.7
|
)
|
(150.9
|
)
|
(917.7
|
)
|
||||||||||||
Share-based
compensation
|
43.6
|
43.6
|
||||||||||||||||||||
Cash
dividends, declared and paid ($0.68 per share)
|
(217.6
|
)
|
|
|
|
(217.6
|
)
|
|
||||||||||||||
Balance
at December 31, 2006
|
$
|
5,404.8
|
$
|
306.8
|
306.8
|
$
|
-
|
$
|
5,456.1
|
($358.1
|
)
|
For
the years ended December 31,
|
2006
|
2005
|
2004
|
|||||||
Cash
flows from operating activities:
|
||||||||||
Net
earnings
|
$
|
1,032.5
|
$
|
1,054.2
|
$
|
1,218.7
|
||||
Loss
(income) from discontinued operations, net of tax
|
35.8
|
(1.1
|
)
|
(388.9
|
)
|
|||||
Adjustments
to arrive at net cash provided by operating activities:
|
||||||||||
Depreciation
and amortization
|
190.7
|
195.7
|
174.4
|
|||||||
Gain
on sale of businesses
|
-
|
(1.5
|
)
|
-
|
||||||
Gain
on sale of property, plant and equipment
|
(5.7
|
)
|
(2.4
|
)
|
(8.9
|
)
|
||||
Minority
interests, net of dividends
|
9.2
|
(1.3
|
)
|
6.3
|
||||||
Equity
earnings, net of dividends
|
0.1
|
0.4
|
(8.6
|
)
|
||||||
Stock
settled share based compensation
|
23.4
|
-
|
-
|
|||||||
Deferred
income taxes
|
(59.3
|
)
|
64.0
|
(59.2
|
)
|
|||||
Other
items
|
(31.1
|
)
|
(42.0
|
)
|
(16.6
|
)
|
||||
Changes
in other assets and liabilities
|
||||||||||
(Increase)
decrease in:
|
||||||||||
Accounts
and notes receivable
|
(204.7
|
)
|
(128.5
|
)
|
(70.1
|
)
|
||||
Inventories
|
(116.1
|
)
|
0.6
|
(174.8
|
)
|
|||||
Other
current and noncurrent assets
|
(91.7
|
)
|
(189.1
|
)
|
(139.2
|
)
|
||||
Increase
(decrease) in:
|
||||||||||
Accounts
and notes payable
|
169.2
|
87.8
|
91.5
|
|||||||
Other
current and noncurrent liabilities
|
56.5
|
(163.6
|
)
|
145.6
|
||||||
Net
cash (used in) provided by continuing operating activities
|
1,008.8
|
873.2
|
770.2
|
|||||||
Net
cash (used in) provided by discontinued operating
activities
|
(36.6
|
)
|
(34.1
|
)
|
27.3
|
|||||
Cash
flows from investing activities:
|
||||||||||
Capital
expenditures
|
(212.3
|
)
|
(141.8
|
)
|
(125.6
|
)
|
||||
Proceeds
from sale of property, plant and equipment
|
16.4
|
19.0
|
50.4
|
|||||||
Acquisitions,
net of cash acquired
|
(121.5
|
)
|
(514.7
|
)
|
(33.7
|
)
|
||||
Proceeds
from business dispositions
|
-
|
11.4
|
1,413.2
|
|||||||
Proceeds
from sales and maturities of marketable securities
|
155.8
|
-
|
0.3
|
|||||||
Purchase
of marketable securities
|
-
|
(153.2
|
)
|
-
|
||||||
Cash
provided by equity companies, net
|
0.4
|
7.6
|
7.6
|
|||||||
Net
cash (used in) provided by continuing investing activities
|
(161.2
|
)
|
(771.7
|
)
|
1,312.2
|
|||||
Net
cash (used in) provided by discontinued investing
activities
|
-
|
-
|
(7.4
|
)
|
||||||
Cash
flows from financing activities:
|
||||||||||
Increase
(decrease) in short-term borrowings
|
369.2
|
(40.2
|
)
|
(16.3
|
)
|
|||||
Proceeds
from long-term debt
|
4.0
|
301.7
|
-
|
|||||||
Payments
of long-term debt
|
(513.7
|
)
|
(198.8
|
)
|
(453.1
|
)
|
||||
Net
change in debt
|
(140.5
|
)
|
62.7
|
(469.4
|
)
|
|||||
Redemption
of preferred stock of subsidiaries
|
-
|
(73.6
|
)
|
-
|
||||||
Proceeds
from exercise of stock options
|
95.7
|
90.9
|
170.7
|
|||||||
Dividends
paid
|
(217.6
|
)
|
(192.1
|
)
|
(152.6
|
)
|
||||
Repurchase
of common shares by subsidiary
|
(1,096.3
|
)
|
(763.6
|
)
|
(355.9
|
)
|
||||
Net
cash (used in) provided by continuing financing activities
|
(1,358.7
|
)
|
(875.7
|
)
|
(807.2
|
)
|
||||
Net
cash (used in) provided by discontinued financing
activities
|
-
|
-
|
(1.0
|
)
|
||||||
Effect
of change in fiscal year end of businesses
|
-
|
-
|
(23.8
|
)
|
||||||
Effect
of exchange rate changes on cash and cash
equivalents
|
29.4
|
(14.2
|
)
|
16.5
|
||||||
Net
(decrease) increase in cash and cash equivalents
|
(518.3
|
)
|
(822.5
|
)
|
1,286.8
|
|||||
Cash
and cash equivalents - beginning of period
|
880.6
|
1,703.1
|
416.3
|
|||||||
Cash
and cash equivalents - end of period
|
$
|
362.3
|
$
|
880.6
|
$
|
1,703.1
|
||||
Cash
paid during the year for:
|
||||||||||
Interest,
net of amounts capitalized
|
$
|
105.2
|
$
|
131.2
|
$
|
124.2
|
||||
Income
taxes, net of refunds
|
$
|
195.3
|
$
|
270.0
|
$
|
170.8
|
2006
|
2005
|
||||||||||||||||||
In
millions
|
Amortized
cost or cost
|
Unrealized
losses
|
Fair
value
|
Amortized
cost or cost
|
Unrealized
gains
|
Fair
value
|
|||||||||||||
Short-term
marketable securities:
|
|||||||||||||||||||
Equity
securities
|
$
|
0.7
|
$
|
-
|
$
|
0.7
|
$
|
0.6
|
$
|
-
|
$
|
0.6
|
|||||||
Commercial
paper
|
-
|
-
|
-
|
4.5
|
-
|
4.5
|
|||||||||||||
Municipal
bonds
|
-
|
-
|
-
|
151.4
|
-
|
151.4
|
|||||||||||||
Total
|
$
|
0.7
|
$
|
-
|
$
|
0.7
|
$
|
156.5
|
$
|
-
|
$
|
156.5
|
|||||||
Long-term
marketable securities:
|
|||||||||||||||||||
Equity
securities
|
$
|
18.7
|
$
|
(4.4
|
)
|
$
|
14.3
|
$
|
20.6
|
$
|
0.3
|
$
|
20.9
|
||||||
Total
|
$
|
18.7
|
$
|
(4.4
|
)
|
$
|
14.3
|
$
|
20.6
|
$
|
0.3
|
$
|
20.9
|
In
millions
|
2006
|
2005
|
|||||
Raw
materials and supplies
|
$
|
496.5
|
$
|
436.3
|
|||
Work-in-process
|
220.1
|
193.4
|
|||||
Finished
goods
|
762.3
|
622.4
|
|||||
1,478.9
|
1,252.1
|
||||||
Less
- LIFO reserve
|
158.6
|
123.3
|
|||||
Total
|
$
|
1,320.3
|
$
|
1,128.8
|
In
millions
|
2006
|
2005
|
|||||
Land
|
$
|
72.3
|
$
|
66.6
|
|||
Buildings
|
605.7
|
536.7
|
|||||
Machinery
and equipment
|
1,555.4
|
1,391.5
|
|||||
Software
|
215.1
|
169.5
|
|||||
2,448.5
|
2,164.3
|
||||||
Accumulated
depreciation
|
1,172.2
|
1,006.8
|
|||||
Total
|
$
|
1,276.3
|
$
|
1,157.5
|
Climate
|
|
Compact
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Control
|
|
Vehicle
|
|
Construction
|
|
Industrial
|
|
Security
|
|
|
|
||||||
In
millions
|
|
Technologies
|
|
Technologies
|
|
Technologies
|
|
Technologies
|
|
Technologies
|
|
Total
|
|
||||||
Balance
at December 31, 2004
|
$
|
2,618.7
|
$
|
801.4
|
$
|
101.3
|
$
|
119.4
|
$
|
570.2
|
$
|
4,211.0
|
|||||||
Acquisitions
and adjustments*
|
(35.7
|
)
|
(3.6
|
)
|
10.8
|
23.0
|
368.6
|
363.1
|
|||||||||||
Dispositions
|
(0.3
|
)
|
-
|
-
|
-
|
-
|
(0.3
|
)
|
|||||||||||
Translation
|
(68.5
|
)
|
(3.3
|
)
|
(0.4
|
)
|
(5.0
|
)
|
(63.2
|
)
|
(140.4
|
)
|
|||||||
Balance
at December 31, 2005
|
2,514.2
|
794.5
|
111.7
|
137.4
|
875.6
|
4,433.4
|
|||||||||||||
Acquisitions
and adjustments*
|
(22.2
|
)
|
(1.0
|
)
|
40.9
|
14.3
|
17.9
|
49.9
|
|||||||||||
Dispositions
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Translation
|
53.1
|
4.4
|
1.1
|
5.5
|
57.4
|
121.5
|
|||||||||||||
Balance
at December 31, 2006
|
$
|
2,545.1
|
$
|
797.9
|
$
|
153.7
|
$
|
157.2
|
$
|
950.9
|
$
|
4,604.8
|
2006
|
2005
|
||||||||||||
Gross
|
Accumulated
|
Gross
|
Accumulated
|
||||||||||
In
millions
|
amount
|
amortization
|
amount
|
amortization
|
|||||||||
Customer
relationships
|
$
|
510.6
|
$
|
73.0
|
$
|
484.0
|
$
|
58.6
|
|||||
Trademarks
|
105.0
|
10.0
|
93.7
|
5.3
|
|||||||||
Patents
|
38.4
|
25.9
|
36.6
|
23.5
|
|||||||||
Other
|
50.6
|
24.3
|
55.4
|
20.7
|
|||||||||
Total
amortizable intangible assets
|
704.6
|
133.2
|
669.7
|
108.1
|
|||||||||
Indefinite-lived
intangible assets
|
164.8
|
-
|
155.4
|
-
|
|||||||||
Total
|
$
|
869.4
|
$
|
133.2
|
$
|
825.1
|
$
|
108.1
|
In
millions
|
2006
|
2005
|
|||||
Current maturities
of long-term debt
|
$
|
626.8
|
$
|
856.6
|
|||
Other
short-term borrowings
|
452.6
|
76.1
|
|||||
Total
|
$
|
1,079.4
|
$
|
932.7
|
In
millions
|
2006
|
2005
|
|||||
6.57%
Medium-term Note Due 2007
|
$
|
-
|
$
|
40.0
|
|||
6.75%
Senior Notes Due 2008
|
124.9
|
124.8
|
|||||
4.75%
Senior Notes Due 2015
|
299.0
|
298.9
|
|||||
9.00%
Debentures Due 2021
|
125.0
|
125.0
|
|||||
7.20%
Debentures Due 2007-2025
|
135.0
|
142.5
|
|||||
6.48%
Debentures Due 2025
|
149.7
|
149.7
|
|||||
6.44%
Debentures Due 2027
|
-
|
200.0
|
|||||
Medium-term
Notes Due 2023, at an average rate of 8.22%
|
50.3
|
50.3
|
|||||
Other
loans and notes, at end-of-year average interest rates of
4.73%
|
|||||||
in
2006 and 3.06% in 2005, maturing in various amounts to
2016
|
21.3
|
53.1
|
|||||
Total
|
$
|
905.2
|
$
|
1,184.3
|
In
millions
|
2006
|
2005
|
|||||
Change
in benefit obligations:
|
|||||||
Benefit
obligation at beginning of year
|
$
|
1,009.3
|
$
|
964.6
|
|||
Service
cost
|
11.8
|
9.3
|
|||||
Interest
cost
|
55.0
|
54.9
|
|||||
Plan
participants' contributions
|
12.9
|
10.2
|
|||||
Actuarial
losses
|
43.4
|
52.4
|
|||||
Benefits
paid, net of Medicare Part D subsidy *
|
(97.0
|
)
|
(81.7
|
)
|
|||
Other
|
(0.2
|
)
|
(0.4
|
)
|
|||
Benefit
obligations at end of year
|
$
|
1,035.2
|
$
|
1,009.3
|
|||
*
Amounts are net of Medicare Part D subsidy of $7.1 million in
2006
|
|||||||
Funded
status:
|
|||||||
Plan
assets less than benefit obligations
|
$
|
(1,035.2
|
)
|
$
|
(1,009.3
|
)
|
|
Unrecognized:
|
|||||||
Prior
service gains
|
-
|
(26.4
|
)
|
||||
Plan
net actuarial losses
|
-
|
295.4
|
|||||
Net
amount recognized
|
$
|
(1,035.2
|
)
|
$
|
(740.3
|
)
|
|
Amounts
included in the balance sheet:
|
|||||||
Accrued
compensation and benefits
|
$
|
(79.0
|
)
|
$
|
(78.5
|
)
|
|
Postemployment
and other benefit liabilities
|
(956.2
|
)
|
(661.8
|
)
|
|||
Net
amount recognized
|
$
|
(1,035.2
|
)
|
$
|
(740.3
|
)
|
In
millions
|
2006
|
2005
|
|||||
Prior
service gains
|
$
|
(21.8
|
)
|
-
|
|||
Plan
net actuarial losses
|
322.2
|
-
|
|||||
Total
|
$
|
300.4
|
-
|
In
millions
|
2006
|
2005
|
2004
|
|||||||
Service
cost
|
$
|
11.8
|
$
|
9.3
|
$
|
10.2
|
||||
Interest
cost
|
55.0
|
54.9
|
57.3
|
|||||||
Net
amortization of prior service gains
|
(4.2
|
)
|
(4.2
|
)
|
(7.2
|
)
|
||||
Net
amortization of net actuarial losses
|
16.6
|
14.0
|
16.6
|
|||||||
Net
periodic postretirement benefit cost
|
$
|
79.2
|
$
|
74.0
|
$
|
76.9
|
Assumptions:
|
2006
|
2005
|
2004
|
|||||||
Weighted-average
discount rate assumption used to determine:
|
||||||||||
Benefit
obligations at December 31
|
5.50
%
|
|
5.50%
|
|
5.75%
|
|
||||
Net
periodic benefit cost
|
5.50%
|
|
5.75%
|
|
6.00%
|
|
||||
Assumed
health care cost trend rates at December 31:
|
||||||||||
Current
year medical inflation
|
11.00%
|
|
11.00%
|
|
11.00%
|
|
||||
Ultimate
inflation rate
|
5.25%
|
|
5.25%
|
|
5.25%
|
|
||||
Year
that the rate reaches the ultimate trend rate
|
2013
|
2012
|
2011
|
In
millions
|
1%
Increase
|
1%
Decrease
|
|||||
Effect
on total of service and interest cost components
|
$
|
6.3
|
$
|
5.0
|
|||
Effect
on postretirement benefit obligation
|
81.0
|
68.4
|
In
millions
|
2006
|
2005
|
|||||
Change
in benefit obligations:
|
|||||||
Benefit
obligation at beginning of year
|
$
|
3,033.2
|
$
|
2,942.4
|
|||
Service
cost
|
54.6
|
52.9
|
|||||
Interest
cost
|
161.3
|
161.3
|
|||||
Employee
contributions
|
2.8
|
2.8
|
|||||
Acquisitions
|
-
|
18.4
|
|||||
Amendments
|
19.8
|
(2.0
|
)
|
||||
Expenses
paid
|
(3.6
|
)
|
(2.7
|
)
|
|||
Actuarial
losses
|
7.4
|
121.7
|
|||||
Benefits
paid
|
(205.8
|
)
|
(208.0
|
)
|
|||
Currency
exchange impact
|
101.1
|
(87.0
|
)
|
||||
Curtailments
and settlements
|
(7.6
|
)
|
(3.3
|
)
|
|||
Other
|
12.5
|
36.7
|
|||||
Benefit
obligation at end of year
|
$
|
3,175.7
|
$
|
3,033.2
|
|||
Change
in plan assets:
|
|||||||
Fair
value at beginning of year
|
$
|
2,727.0
|
$
|
2,647.5
|
|||
Actual
return on assets
|
325.7
|
232.3
|
|||||
Company
contributions
|
31.6
|
119.4
|
|||||
Employee
contributions
|
2.8
|
2.8
|
|||||
Expenses
paid
|
(3.6
|
)
|
(2.7
|
)
|
|||
Benefits
paid
|
(205.8
|
)
|
(208.0
|
)
|
|||
Currency
exchange impact
|
85.2
|
(68.0
|
)
|
||||
Settlements
|
(8.0
|
)
|
(3.2
|
)
|
|||
Other
|
2.4
|
6.9
|
|||||
Fair
value of assets end of year
|
$
|
2,957.3
|
$
|
2,727.0
|
In
millions
|
2006
|
2005
|
|||||
Funded
status:
|
|||||||
Plan
assets less than the benefit obligations
|
$
|
(218.4
|
)
|
$
|
(306.2
|
)
|
|
Unrecognized:
|
|||||||
Net
transition asset
|
-
|
2.9
|
|||||
Prior
service costs
|
-
|
53.5
|
|||||
Plan
net actuarial losses
|
-
|
672.1
|
|||||
Net
amount recognized
|
$
|
(218.4
|
)
|
$
|
422.3
|
||
Amounts
included in the balance sheet:
|
|||||||
Long-term
prepaid expenses in other assets
|
$
|
119.3
|
$
|
435.1
|
|||
Accrued
compensation and benefits
|
(12.6
|
)
|
(20.4
|
)
|
|||
Postemployment
and other benefit liabilities
|
(325.1
|
)
|
(192.2
|
)
|
|||
Pension
intangible included in other assets *
|
-
|
13.2
|
|||||
Accumulated
other comprehensive income *
|
-
|
186.6
|
|||||
Net
amount recognized
|
$
|
(218.4
|
)
|
$
|
422.3
|
In
millions
|
2006
|
2005
|
|||||
Net
transition asset
|
$
|
2.1
|
-
|
||||
Prior
service costs
|
63.0
|
-
|
|||||
Plan
net actuarial losses
|
574.5
|
-
|
|||||
Total
|
$
|
639.6
|
-
|
Benefit
obligations at December 31,
|
2006
|
2005
|
|||||
Discount
rate:
|
|||||||
U.S.
plans
|
5.50%
|
|
5.50%
|
|
|||
Non-U.S.
plans
|
5.00%
|
|
5.00%
|
|
|||
Rate
of compensation increase:
|
|||||||
U.S.
plans
|
4.00%
|
|
4.00%
|
|
|||
Non-U.S.
plans
|
4.25%
|
|
4.00%
|
|
In
millions
|
2006
|
2005
|
2004
|
|||||||
Service
cost
|
$
|
54.6
|
$
|
52.9
|
$
|
46.7
|
||||
Interest
cost
|
161.3
|
161.3
|
173.0
|
|||||||
Expected
return on plan assets
|
(218.9
|
)
|
(213.9
|
)
|
(221.1
|
)
|
||||
Net
amortization of:
|
||||||||||
Prior
service costs
|
9.4
|
8.8
|
8.8
|
|||||||
Transition
amount
|
0.9
|
0.9
|
0.9
|
|||||||
Plan
net actual losses
|
25.4
|
22.4
|
18.2
|
|||||||
Net
periodic pension cost
|
32.7
|
32.4
|
26.5
|
|||||||
Curtailment/settlement
losses
|
-
|
4.0
|
41.1
|
* | ||||||
Net
periodic pension cost after curtailments/settlements
|
$
|
32.7
|
$
|
36.4
|
$
|
67.6
|
Net
periodic pension cost for the year ended December 31,
|
2006
|
2005
|
2004
|
||||||
Discount
rate:
|
|||||||||
U.S.
plans
|
5.50%
|
|
5.75%
|
|
6.00%
|
||||
Non-U.S.
plans
|
5.00%
|
5.25%
|
|
5.75%
|
|||||
Rate
of compensation increase:
|
|
||||||||
U.S.
plans
|
4.00%
|
|
4.00%
|
|
4.00%
|
||||
Non-U.S.
plans
|
4.00%
|
|
4.00%
|
|
3.75%
|
||||
Expected
return on plan assets:
|
|||||||||
U.S.
plans
|
8.50%
|
|
8.75%
|
|
8.75%
|
||||
Non-U.S.
plans
|
7.25%
|
|
7.50%
|
7.50%
|
Asset
category
|
2006
|
2005
|
|||||
Equity
securities
|
62.0%
|
|
58.4%
|
|
|||
Debt
securities
|
33.1%
|
|
33.5%
|
|
|||
Real
estate
|
0.3%
|
|
0.3%
|
|
|||
Other
(including cash)
|
4.6%
|
|
7.8%
|
|
|||
Total
|
100.0%
|
|
100.0%
|
|
In
millions
|
2006
|
2005
|
|||||
Foreign
currency translation adjustment
|
$
|
263.9
|
$
|
5.1
|
|||
Fair
value of derivatives qualifying
|
|||||||
as
cash flow hedges, net of tax
|
(10.5
|
)
|
(6.7
|
)
|
|||
Unrealized
gain (loss) on marketable securities,
|
|||||||
net
of tax
|
(3.3
|
)
|
0.2
|
||||
Pension
and postretirement obligation adjustments, net of tax
|
(608.2
|
)
|
(126.2
|
)
|
|||
Accumulated
other comprehensive loss
|
$
|
(358.1
|
)
|
$
|
(127.6
|
)
|
Dividend
yield
|
1.49%
|
|
||
Volatility
|
27.70%
|
|
||
Risk-free
rate of return
|
4.47%
|
|
||
Expected
life
|
4.42
years
|
Shares
|
Weighted-
|
Aggregate
|
Weighted-
|
||||||||||
subject
|
average
|
intrinsic
|
average
|
||||||||||
to
option
|
exercise
price
|
value
(millions)
|
remaining
life
|
||||||||||
December
31, 2003
|
21,296,994
|
$
|
21.77
|
||||||||||
Granted
|
6,555,680
|
32.24
|
|||||||||||
Exercised
|
(7,847,656
|
)
|
21.85
|
||||||||||
Cancelled
|
(1,151,544
|
)
|
25.38
|
||||||||||
December
31, 2004
|
18,853,474
|
25.19
|
|||||||||||
Granted
|
6,091,600
|
38.70
|
|||||||||||
Exercised
|
(3,921,949
|
)
|
23.10
|
||||||||||
Cancelled
|
(1,140,649
|
)
|
33.77
|
||||||||||
December
31, 2005
|
19,882,476
|
29.26
|
|||||||||||
Granted
|
3,305,190
|
39.33
|
|||||||||||
Exercised
|
(3,707,839
|
)
|
25.77
|
||||||||||
Cancelled
|
(314,885
|
)
|
38.82
|
||||||||||
Outstanding
December 31, 2006
|
19,164,942
|
$
|
31.53
|
$
|
146.6
|
6.2
|
|||||||
Exercisable
December 31, 2006
|
16,109,612
|
$
|
30.03
|
$
|
146.6
|
5.7
|
Options
outstanding
|
Options
exercisable
|
|||||||||||||||||||||||||
Range
of
exercise price |
Number
outstanding
at
December
31,
2006
|
Weighted-
average
remaining
life
|
Weighted-
average
exercise
price
|
Number
exercisable
at
December
31,
2006
|
Weighted-
average
remaining
life
|
Weighted-
average
exercise
price
|
||||||||||||||||||||
$
|
15.00
|
-
|
$
|
20.00
|
2,069,652
|
5.5
|
$
|
19.50
|
2,069,652
|
5.5
|
$
|
19.50
|
||||||||||||||
20.01
|
-
|
25.00
|
3,009,224
|
3.8
|
21.54
|
3,009,224
|
3.8
|
21.54
|
||||||||||||||||||
25.01
|
-
|
30.00
|
1,597,081
|
2.4
|
26.16
|
1,597,081
|
2.4
|
26.16
|
||||||||||||||||||
30.01
|
-
|
35.00
|
4,401,706
|
6.1
|
32.26
|
4,401,706
|
6.1
|
32.26
|
||||||||||||||||||
35.01
|
-
|
40.00
|
8,059,279
|
8.1
|
38.97
|
5,031,949
|
7.6
|
38.70
|
||||||||||||||||||
40.01
|
-
|
45.00
|
28,000
|
9.4
|
41.80
|
-
|
-
|
-
|
||||||||||||||||||
$
|
16.83
|
-
|
$
|
43.16
|
19,164,942
|
6.2
|
$
|
31.53
|
16,109,612
|
5.7
|
$
|
30.03
|
Shares
|
Weighted-
|
Aggregate
|
Weighted-
|
||||||||||
subject
|
average
|
intrinsic
|
average
|
||||||||||
to
exercise
|
exercise
price
|
value
(millions)
|
remaining
life
|
||||||||||
December
31, 2003
|
1,779,804
|
$
|
21.72
|
||||||||||
Granted
|
627,340
|
32.22
|
|||||||||||
Exercised
|
(671,256
|
)
|
22.50
|
||||||||||
Cancelled
|
(126,090
|
)
|
26.12
|
||||||||||
December
31, 2004
|
1,609,798
|
25.12
|
|||||||||||
Granted
|
617,700
|
38.69
|
|||||||||||
Exercised
|
(345,556
|
)
|
23.15
|
||||||||||
Cancelled
|
(112,808
|
)
|
29.95
|
||||||||||
December
31, 2005
|
1,769,134
|
30.05
|
|||||||||||
Granted
|
395,020
|
39.12
|
|||||||||||
Exercised
|
(327,717
|
)
|
24.49
|
||||||||||
Cancelled
|
(142,683
|
)
|
32.18
|
||||||||||
Outstanding
December 31, 2006
|
1,693,754
|
$
|
33.11
|
$
|
10.2
|
6.9
|
|||||||
Exercisable
December 31, 2006
|
834,304
|
$
|
28.17
|
$
|
9.1
|
5.6
|
In
millions
|
2006
|
2005
|
2004
|
|||||||
Stock
options
|
$
|
16.2
|
$
|
1.0
|
$
|
-
|
||||
SARs
|
5.6
|
2.4
|
9.1
|
|||||||
Performance
shares
|
11.2
|
6.8
|
24.9
|
|||||||
Deferred
compensation
|
(0.4
|
)
|
(0.9
|
)
|
10.9
|
|||||
Other
|
-
|
0.1
|
10.4
|
|||||||
Pre-tax
expense
|
32.6
|
9.4
|
55.3
|
|||||||
Tax
benefit
|
12.5
|
3.6
|
21.2
|
|||||||
After
tax expense
|
$
|
20.1
|
$
|
5.8
|
$
|
34.1
|
In
millions, except per share amounts
|
2005
|
2004
|
|||||
Net
earnings, as reported
|
$
|
1,054.2
|
$
|
1,218.7
|
|||
Add
(Deduct): Stock-based employee compensation
|
|||||||
(income)
expense included in reported net
|
|||||||
income,
net of tax
|
5.8
|
34.1
|
|||||
Deduct:
Total stock-based employee compensation
|
|||||||
expense
determined under fair value based
|
|||||||
method
for all awards, net of tax
|
79.7
|
63.9
|
|||||
Pro
forma net earnings
|
$
|
980.3
|
$
|
1,188.9
|
|||
Basic
earnings per share:
|
|||||||
As
reported
|
$
|
3.12
|
$
|
3.52
|
|||
Pro
forma
|
2.90
|
3.43
|
|||||
Diluted
earnings per share:
|
|||||||
As
reported
|
$
|
3.09
|
$
|
3.47
|
|||
Pro
forma
|
2.87
|
3.39
|
2005
|
2004
|
||||||
Dividend
yield
|
1.30%
|
|
1.19%
|
|
|||
Volatility
|
35.57%
|
|
39.31%
|
|
|||
Risk-free
rate of return
|
3.60%
|
|
3.29%
|
|
|||
Expected
life
|
5
years
|
5
years
|
In
millions
|
2006
|
2005
|
2004
|
|||||||
United
States
|
$
|
303.9
|
$
|
337.2
|
$
|
199.9
|
||||
Non-U.S.
|
996.1
|
920.6
|
768.3
|
|||||||
Total
|
$
|
1,300.0
|
$
|
1,257.8
|
$
|
968.2
|
In
millions
|
2006
|
2005
|
2004
|
|||||||
Current
tax expense:
|
||||||||||
United
States
|
$
|
161.8
|
$
|
63.8
|
$
|
132.6
|
||||
Non-U.S.
|
129.2
|
76.9
|
65.0
|
|||||||
Total
current
|
291.0
|
140.7
|
197.6
|
|||||||
Deferred
tax (benefit) expense:
|
||||||||||
United
States
|
(111.7
|
)
|
23.7
|
(78.9
|
)
|
|||||
Non-U.S.
|
52.4
|
40.3
|
19.7
|
|||||||
Total
deferred
|
(59.3
|
)
|
64.0
|
(59.2
|
)
|
|||||
Total
provision for income taxes
|
$
|
231.7
|
$
|
204.7
|
$
|
138.4
|
Percent
of pretax income
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Statutory
U.S. rate
|
35.0%
|
|
35.0%
|
|
35.0%
|
|
||||
Increase
(decrease) in rates resulting from:
|
||||||||||
Non-U.S.
operations
|
(19.3)
|
|
(17.6)
|
|
(19.0)
|
|
||||
Manufacturing
exemption / Extraterritorial income
|
(0.3)
|
|
(0.7)
|
|
(2.4)
|
|
||||
State
and local income taxes, net of U.S. tax
|
0.4
|
0.7
|
0.7
|
|||||||
Puerto
Rico - Sec 936 Credit
|
-
|
(0.9)
|
|
(1.2)
|
|
|||||
Other
|
2.0
|
|
(0.2)
|
|
1.2
|
|||||
Effective
tax rate
|
17.8%
|
|
16.3%
|
|
14.3%
|
|
In
millions
|
2006
|
2005
|
|||||
Current
deferred assets and (liabilities)
|
|||||||
Difference
between book and tax bases
|
|||||||
of
inventories and receivables
|
$
|
(6.7
|
)
|
$
|
23.4
|
||
Difference
between book and tax expense for
|
|||||||
other
employee-related benefits and allowances
|
32.8
|
70.6
|
|||||
Other
reserves and valuation allowances
|
|||||||
in
excess of tax deductions
|
158.4
|
233.3
|
|||||
Other
differences between tax and
|
|||||||
financial
statement values
|
72.0
|
(14.8
|
)
|
||||
Gross
current deferred net tax assets
|
256.5
|
312.5
|
|||||
Noncurrent
deferred assets and (liabilities)
|
|||||||
Postretirement
and postemployment benefits
|
|||||||
other
than pensions in excess of tax deductions
|
452.7
|
321.1
|
|||||
Tax
benefit of operating losses and credit
|
|||||||
carryforwards
|
633.8
|
484.1
|
|||||
Other
reserves in excess of tax expense
|
93.1
|
77.7
|
|||||
Tax
depreciation / amortization in excess of
|
|||||||
book
depreciation / amortization
|
(428.6
|
)
|
(408.4
|
)
|
|||
Pension
contributions in excess of book expense
|
43.5
|
(148.5
|
)
|
||||
Gross
noncurrent deferred net tax assets
|
794.5
|
326.0
|
|||||
Less:
deferred tax valuation allowances
|
(184.9
|
)
|
(107.9
|
)
|
|||
Total
net deferred tax assets
|
$
|
866.1
|
$
|
530.6
|
In
millions
|
2006
|
2005
|
2004
|
|||||||
Net
revenues
|
$
|
-
|
$
|
-
|
$
|
882.0
|
||||
Retained
(costs) income, net of tax
|
$
|
(36.5
|
)
|
$
|
(34.1
|
)
|
$
|
54.0
|
||
Net
gain on disposals, net of tax
|
0.7
|
35.2
|
334.9
|
|||||||
Total
discontinued operations, net of tax
|
$
|
(35.8
|
)
|
$
|
1.1
|
$
|
388.9
|
In
millions
|
2006
|
2005
|
2004
|
|||||||
Weighted-average
number of basic shares
|
319.9
|
337.6
|
346.5
|
|||||||
Shares
issuable under incentive stock plans
|
3.2
|
3.7
|
4.4
|
|||||||
Weighted-average
number of diluted shares
|
323.1
|
341.3
|
350.9
|
|||||||
Anti-dilutive
shares
|
3.2
|
0.1
|
-
|
In
millions
|
2006
|
2005
|
|||||
Balance
at beginning of year
|
$
|
183.5
|
$
|
190.5
|
|||
Reductions
for payments
|
(99.8
|
)
|
(85.4
|
)
|
|||
Accruals
for warranties issued during the current period
|
108.0
|
70.2
|
|||||
Changes
for accruals related to preexisting warranties
|
(2.0
|
)
|
11.9
|
||||
Acquisitions
|
0.4
|
1.1
|
|||||
Translation
|
5.1
|
(4.8
|
)
|
||||
Balance
at end of the year
|
$
|
195.2
|
$
|
183.5
|
Dollar
amounts in millions
|
2006
|
2005
|
2004
|
|||||||
Climate
Control Technologies
|
||||||||||
Revenues
|
$
|
3,171.0
|
$
|
2,853.6
|
$
|
2,793.7
|
||||
Operating
income
|
356.0
|
315.1
|
309.1
|
|||||||
Operating
income as a percentage of revenues
|
11.2
|
%
|
11.0
|
%
|
11.1
|
%
|
||||
Depreciation
and amortization
|
52.1
|
53.7
|
59.2
|
|||||||
Capital
expenditures
|
25.6
|
10.4
|
13.9
|
|||||||
Compact
Vehicle Technologies
|
||||||||||
Revenues
|
2,641.2
|
2,681.1
|
2,261.7
|
|||||||
Operating
income
|
358.0
|
415.2
|
332.0
|
|||||||
Operating
income as a percentage of revenues
|
13.6
|
%
|
15.5
|
%
|
14.7
|
%
|
||||
Depreciation
and amortization
|
28.0
|
31.8
|
28.1
|
|||||||
Capital
expenditures
|
47.6
|
41.8
|
28.3
|
|||||||
Construction
Technologies
|
||||||||||
Revenues
|
1,362.3
|
1,168.6
|
1,007.1
|
|||||||
Operating
income
|
148.0
|
103.8
|
105.2
|
|||||||
Operating
income as a percentage of revenues
|
10.9
|
%
|
8.9
|
%
|
10.4
|
%
|
||||
Depreciation
and amortization
|
12.9
|
14.3
|
15.5
|
|||||||
Capital
expenditures
|
18.5
|
19.3
|
11.3
|
|||||||
Industrial
Technologies
|
||||||||||
Revenues
|
1,949.8
|
1,743.9
|
1,552.8
|
|||||||
Operating
income
|
262.0
|
224.9
|
180.5
|
|||||||
Operating
income as a percentage of revenues
|
13.4
|
%
|
12.9
|
%
|
11.6
|
%
|
||||
Depreciation
and amortization
|
25.2
|
19.6
|
23.2
|
|||||||
Capital
expenditures
|
51.7
|
30.5
|
12.4
|
|||||||
Security
Technologies
|
||||||||||
Revenues
|
2,285.0
|
2,099.7
|
1,778.3
|
|||||||
Operating
income
|
400.2
|
380.7
|
304.8
|
|||||||
Operating
income as a percentage of revenues
|
17.5
|
%
|
18.1
|
%
|
17.1
|
%
|
||||
Depreciation
and amortization
|
42.6
|
44.6
|
21.9
|
|||||||
Capital
expenditures
|
43.6
|
22.8
|
12.0
|
|||||||
Total
revenues
|
$
|
11,409.3
|
$
|
10,546.9
|
$
|
9,393.6
|
||||
Operating
income from reportable segments
|
1,524.2
|
1,439.7
|
1,231.6
|
|||||||
Unallocated
corporate expense
|
(83.4
|
)
|
(77.9
|
)
|
(111.3
|
)
|
||||
Total
operating income
|
$
|
1,440.8
|
$
|
1,361.8
|
$
|
1,120.3
|
||||
Total
operating income as a percentage of revenues
|
12.6
|
%
|
12.9
|
%
|
11.9
|
%
|
||||
Depreciation
and amortization from reportable segments
|
160.8
|
164.0
|
147.9
|
|||||||
Unallocated
depreciation and amortization
|
29.9
|
31.7
|
26.5
|
|||||||
Total
depreciation and amortization
|
$
|
190.7
|
$
|
195.7
|
$
|
174.4
|
||||
Capital
expenditures from reportable segments
|
187.0
|
124.8
|
77.9
|
|||||||
Corporate
capital expenditures
|
25.3
|
17.0
|
47.7
|
|||||||
Total
capital expenditures
|
$
|
212.3
|
$
|
141.8
|
$
|
125.6
|
In
millions
|
2006
|
2005
|
2004
|
|||||||
Revenues
|
||||||||||
United
States
|
$
|
6,438.7
|
$
|
6,305.7
|
$
|
5,775.1
|
||||
Non-U.S.
|
4,970.6
|
4,241.2
|
3,618.5
|
|||||||
Total
|
$
|
11,409.3
|
$
|
10,546.9
|
$
|
9,393.6
|
In
millions
|
2006
|
2005
|
|||||
Long-lived
assets
|
|||||||
United
States
|
$
|
1,159.9
|
$
|
1,376.2
|
|||
Non-U.S.
|
623.8
|
509.1
|
|||||
Total
|
$
|
1,783.7
|
$
|
1,885.3
|
IR
|
IR
|
Other
|
|
Consolidating
|
|
IR
Limited
|
|
|||||||||
In
millions
|
|
Limited
|
|
New
Jersey
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||
Net
revenues
|
$
|
-
|
$
|
1,582.4
|
$
|
9,826.9
|
$
|
-
|
$
|
11,409.3
|
||||||
Cost
of goods sold
|
-
|
1,181.5
|
7,242.7
|
-
|
8,424.2
|
|||||||||||
Selling
and administrative expenses
|
16.3
|
341.9
|
1,186.1
|
-
|
1,544.3
|
|||||||||||
Operating
(loss) income
|
(16.3
|
)
|
59.0
|
1,398.1
|
-
|
1,440.8
|
||||||||||
Equity
earnings in affiliates (net of tax)
|
1,116.6
|
607.4
|
156.7
|
(1,880.7
|
)
|
-
|
||||||||||
Interest
expense
|
(30.3
|
)
|
(75.1
|
)
|
(26.4
|
)
|
-
|
(131.8
|
)
|
|||||||
Intercompany
interest and fees
|
(32.9
|
)
|
(645.0
|
)
|
677.9
|
-
|
-
|
|||||||||
Other
income (expense), net
|
(4.6
|
)
|
63.9
|
(68.3
|
)
|
-
|
(9.0
|
)
|
||||||||
Earnings
(loss) before income taxes
|
1,032.5
|
10.2
|
2,138.0
|
(1,880.7
|
)
|
1,300.0
|
||||||||||
(Benefit)
provision for income taxes
|
-
|
(177.5
|
)
|
409.2
|
-
|
231.7
|
||||||||||
Earnings
(loss) from continuing operations
|
1,032.5
|
187.7
|
1,728.8
|
(1,880.7
|
)
|
1,068.3
|
||||||||||
Discontinued
operations, net of tax
|
-
|
(31.0
|
)
|
(4.8
|
)
|
-
|
(35.8
|
)
|
||||||||
Net
earnings (loss)
|
$
|
1,032.5
|
$
|
156.7
|
$
|
1,724.0
|
$
|
(1,880.7
|
)
|
$
|
1,032.5
|
IR
|
|
IR
|
|
Other
|
|
Consolidating
|
|
IR
Limited
|
|
|||||||
In
millions
|
|
Limited
|
|
New
Jersey
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||
Net
revenues
|
$
|
-
|
$
|
1,638.3
|
$
|
8,908.6
|
$
|
-
|
$
|
10,546.9
|
||||||
Cost
of goods sold
|
-
|
1,271.4
|
6,472.7
|
-
|
7,744.1
|
|||||||||||
Selling
and administrative expenses
|
1.2
|
338.7
|
1,101.1
|
-
|
1,441.0
|
|||||||||||
Operating
(loss) income
|
(1.2
|
)
|
28.2
|
1,334.8
|
-
|
1,361.8
|
||||||||||
Equity
earnings in affiliates (net of tax)
|
1,104.8
|
487.1
|
197.7
|
(1,789.6
|
)
|
-
|
||||||||||
Interest
expense
|
(9.1
|
)
|
(104.7
|
)
|
(30.5
|
)
|
-
|
(144.3
|
)
|
|||||||
Intercompany
interest and fees
|
(38.4
|
)
|
(425.8
|
)
|
464.2
|
-
|
-
|
|||||||||
Other
income (expense), net
|
(1.9
|
)
|
104.7
|
(62.5
|
)
|
-
|
40.3
|
|||||||||
Earnings
(loss) before income taxes
|
1,054.2
|
89.5
|
1,903.7
|
(1,789.6
|
)
|
1,257.8
|
||||||||||
(Benefit)
provision for income taxes
|
-
|
(112.7
|
)
|
317.4
|
-
|
204.7
|
||||||||||
Earnings
(loss) from continuing operations
|
1,054.2
|
202.2
|
1,586.3
|
(1,789.6
|
)
|
1,053.1
|
||||||||||
Discontinued
operations, net of tax
|
-
|
(4.5
|
)
|
5.6
|
-
|
1.1
|
||||||||||
Net
earnings (loss)
|
$
|
1,054.2
|
$
|
197.7
|
$
|
1,591.9
|
$
|
(1,789.6
|
)
|
$
|
1,054.2
|
IR
|
|
IR
|
|
Other
|
|
Consolidating
|
|
IR
Limited
|
|
|||||||
In
millions
|
|
Limited
|
|
New
Jersey
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||
Net
revenues
|
$
|
-
|
$
|
1,390.2
|
$
|
8,003.4
|
$
|
-
|
$
|
9,393.6
|
||||||
Cost
of goods sold
|
-
|
1,071.5
|
5,782.5
|
-
|
6,854.0
|
|||||||||||
Selling
and administrative expenses
|
0.1
|
354.5
|
1,064.7
|
-
|
1,419.3
|
|||||||||||
Operating
income
|
(0.1
|
)
|
(35.8
|
)
|
1,156.2
|
-
|
1,120.3
|
|||||||||
Equity
earnings in affiliates (net of tax)
|
1,231.6
|
956.3
|
576.2
|
(2,764.1
|
)
|
-
|
||||||||||
Interest
expense
|
(0.2
|
)
|
(122.2
|
)
|
(30.7
|
)
|
-
|
(153.1
|
)
|
|||||||
Intercompany
interest and fees
|
(7.5
|
)
|
(538.4
|
)
|
545.9
|
-
|
-
|
|||||||||
Other
income (expense), net
|
(5.1
|
)
|
87.3
|
(81.2
|
)
|
-
|
1.0
|
|||||||||
Earnings
(loss) before income taxes
|
1,218.7
|
347.2
|
2,166.4
|
(2,764.1
|
)
|
968.2
|
||||||||||
(Benefit)
provision for income taxes
|
-
|
(219.5
|
)
|
357.9
|
-
|
138.4
|
||||||||||
Earnings
(loss) from continuing operations
|
1,218.7
|
566.7
|
1,808.5
|
(2,764.1
|
)
|
829.8
|
||||||||||
Discontinued
operations, net of tax
|
-
|
9.5
|
379.4
|
-
|
388.9
|
|||||||||||
Net
earnings (loss)
|
$
|
1,218.7
|
$
|
576.2
|
$
|
2,187.9
|
$
|
(2,764.1
|
)
|
$
|
1,218.7
|
IR
|
|
IR
|
|
Other
|
|
Consolidating
|
|
IR
Limited
|
|
|||||||
In
millions
|
|
Limited
|
|
New
Jersey
|
|
Subsidiaries
|
|
Adjustments
|
|
Consolidated
|
||||||
Current
assets:
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
1.7
|
$
|
81.6
|
$
|
279.0
|
$
|
-
|
$
|
362.3
|
||||||
Marketable
securities
|
-
|
-
|
0.7
|
-
|
0.7
|
|||||||||||
Accounts
and notes receivable, net
|
0.3
|
283.7
|
1,712.2
|
-
|
1,996.2
|
|||||||||||
Inventories,
net
|
-
|
204.5
|
1,115.8
|
-
|
1,320.3
|
|||||||||||
Prepaid
expenses and deferred income taxes
|
0.4
|
389.4
|
26.6
|
-
|
416.4
|
|||||||||||
Accounts
and notes receivable affiliates
|
921.4
|
2,662.1
|
26,537.6
|
(30,121.1
|
)
|
-
|
||||||||||
Total
current assets
|
923.8
|
3,621.3
|
29,671.9
|
(30,121.1
|
)
|
4,095.9
|
||||||||||
Investment
in affiliates
|
7,130.9
|
11,565.2
|
31,009.6
|
(49,705.7
|
)
|
-
|
||||||||||
Property,
plant and equipment, net
|
-
|
280.8
|
995.5
|
-
|
1,276.3
|
|||||||||||
Intangible
assets, net
|
-
|
81.1
|
5,259.9
|
-
|
5,341.0
|
|||||||||||
Other
assets
|
1.7
|
1,283.8
|
147.2
|
-
|
1,432.7
|
|||||||||||
Total
assets
|
$
|
8,056.4
|
$
|
16,832.2
|
$
|
67,084.1
|
$
|
(79,826.8
|
)
|
$
|
12,145.9
|
|||||
Current
liabilities:
|
||||||||||||||||
Accounts
payable and accruals
|
$
|
6.3
|
$
|
487.7
|
$
|
2,040.2
|
$
|
-
|
$
|
2,534.2
|
||||||
Loans
payable and current maturities
|
||||||||||||||||
of
long-term debt
|
378.0
|
596.8
|
104.6
|
-
|
1,079.4
|
|||||||||||
Accounts
and note payable affiliates
|
779.0
|
7,035.7
|
22,306.4
|
(30,121.1
|
)
|
-
|
||||||||||
Total
current liabilities
|
1,163.3
|
8,120.2
|
24,451.2
|
(30,121.1
|
)
|
3,613.6
|
||||||||||
Long-term
debt
|
299.0
|
411.3
|
194.9
|
-
|
905.2
|
|||||||||||
Note
payable affiliate
|
950.0
|
2,697.4
|
-
|
(3,647.4
|
)
|
-
|
||||||||||
Other
noncurrent liabilities
|
239.3
|
1,847.5
|
135.5
|
-
|
2,222.3
|
|||||||||||
Total
liabilities
|
2,651.6
|
13,076.4
|
24,781.6
|
(33,768.5
|
)
|
6,741.1
|
||||||||||
Shareholders'
equity:
|
||||||||||||||||
Class
A common shares
|
364.5
|
-
|
(57.7
|
)
|
-
|
306.8
|
||||||||||
Class
B common shares
|
270.6
|
-
|
-
|
(270.6
|
)
|
-
|
||||||||||
Common
shares
|
-
|
-
|
2,362.8
|
(2,362.8
|
)
|
-
|
||||||||||
Other
shareholders' equity
|
9,403.3
|
4,815.3
|
43,957.1
|
(52,719.6
|
)
|
5,456.1
|
||||||||||
Accumulated
other comprehensive income (loss)
|
(36.4
|
)
|
(627.9
|
)
|
205.7
|
100.5
|
(358.1
|
)
|
||||||||
10,002.0
|
4,187.4
|
46,467.9
|
(55,252.5
|
)
|
5,404.8
|
|||||||||||
Less:
Contra account
|
(4,597.2
|
)
|
(431.6
|
)
|
(4,165.4
|
)
|
9,194.2
|
-
|
||||||||
Total
shareholders' equity
|
5,404.8
|
3,755.8
|
42,302.5
|
(46,058.3
|
)
|
5,404.8
|
||||||||||
Total
liabilities and equity
|
$
|
8,056.4
|
$
|
16,832.2
|
$
|
67,084.1
|
$
|
(79,826.8
|
)
|
$
|
12,145.9
|
IR
|
IR
|
Other
|
Consolidating
|
IR
Limited
|
||||||||||||
In
millions
|
Limited
|
New
Jersey
|
Subsidiaries
|
Adjustments
|
Consolidated
|
|||||||||||
Current
assets:
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
25.5
|
$
|
207.1
|
$
|
648.0
|
$
|
-
|
$
|
880.6
|
||||||
Marketable
securities
|
-
|
-
|
156.5
|
-
|
156.5
|
|||||||||||
Accounts
and notes receivable, net
|
1.3
|
311.8
|
1,365.9
|
-
|
1,679.0
|
|||||||||||
Inventories,
net
|
-
|
188.9
|
939.9
|
-
|
1,128.8
|
|||||||||||
Prepaid
expenses and deferred income taxes
|
-
|
62.1
|
341.2
|
-
|
403.3
|
|||||||||||
Accounts
and notes receivable affiliates
|
299.6
|
3,660.9
|
22,687.9
|
(26,648.4
|
)
|
-
|
||||||||||
Total
current assets
|
326.4
|
4,430.8
|
26,139.4
|
(26,648.4
|
)
|
4,248.2
|
||||||||||
Investment
in affiliates
|
7,092.7
|
11,440.6
|
29,894.4
|
(48,427.7
|
)
|
-
|
||||||||||
Property,
plant and equipment, net
|
-
|
291.6
|
865.9
|
-
|
1,157.5
|
|||||||||||
Intangible
assets, net
|
-
|
118.9
|
5,031.5
|
-
|
5,150.4
|
|||||||||||
Other
assets
|
1.9
|
854.0
|
344.4
|
-
|
1,200.3
|
|||||||||||
Total
assets
|
$
|
7,421.0
|
$
|
17,135.9
|
$
|
62,275.6
|
$
|
(75,076.1
|
)
|
$
|
11,756.4
|
|||||
Current
liabilities:
|
||||||||||||||||
Accounts
payable and accruals
|
$
|
5.8
|
$
|
561.2
|
$
|
1,700.0
|
$
|
-
|
$
|
2,267.0
|
||||||
Loans
payable and current maturities
|
||||||||||||||||
of
long-term debt
|
-
|
849.4
|
83.3
|
-
|
932.7
|
|||||||||||
Accounts
and note payable affiliates
|
956.6
|
5,870.1
|
19,821.7
|
(26,648.4
|
)
|
-
|
||||||||||
Total
current liabilities
|
962.4
|
7,280.7
|
21,605.0
|
(26,648.4
|
)
|
3,199.7
|
||||||||||
Long-term
debt
|
298.9
|
658.1
|
227.3
|
-
|
1,184.3
|
|||||||||||
Note
payable affiliate
|
300.0
|
3,347.4
|
-
|
(3,647.4
|
)
|
-
|
||||||||||
Other
noncurrent liabilities
|
97.7
|
1,389.0
|
123.7
|
-
|
1,610.4
|
|||||||||||
Total
liabilities
|
1,659.0
|
12,675.2
|
21,956.0
|
(30,295.8
|
)
|
5,994.4
|
||||||||||
Shareholders'
equity:
|
||||||||||||||||
Class
A common shares
|
360.8
|
-
|
(30.1
|
)
|
-
|
330.7
|
||||||||||
Class
B common shares
|
270.6
|
-
|
-
|
(270.6
|
)
|
-
|
||||||||||
Common
shares
|
-
|
-
|
2,362.8
|
(2,362.8
|
)
|
-
|
||||||||||
Other
shareholders' equity
|
9,740.2
|
5,066.6
|
42,376.2
|
(51,624.1
|
)
|
5,558.9
|
||||||||||
Accumulated
other comprehensive income (loss)
|
193.9
|
(158.7
|
)
|
(33.2
|
)
|
(129.6
|
)
|
(127.6
|
)
|
|||||||
10,565.5
|
4,907.9
|
44,675.7
|
(54,387.1
|
)
|
5,762.0
|
|||||||||||
Less:
Contra account
|
(4,803.5
|
)
|
(447.2
|
)
|
(4,356.1
|
)
|
9,606.8
|
-
|
||||||||
Total
shareholders' equity
|
5,762.0
|
4,460.7
|
40,319.6
|
(44,780.3
|
)
|
5,762.0
|
||||||||||
Total
liabilities and equity
|
$
|
7,421.0
|
$
|
17,135.9
|
$
|
62,275.6
|
$
|
(75,076.1
|
)
|
$
|
11,756.4
|
IR
|
|
IR
|
|
Other
|
|
IR
Limited
|
|
||||||
In
millions
|
|
Limited
|
|
New
Jersey
|
|
Subsidiaries
|
|
Consolidated
|
|||||
Net
cash (used in) provided by continuing operating activities
|
$
|
(67.4
|
)
|
$
|
(918.9
|
)
|
$
|
1,995.1
|
$
|
1,008.8
|
|||
Net
cash (used in) provided by discontinued operating
activities
|
-
|
(31.2
|
)
|
(5.4
|
)
|
(36.6
|
)
|
||||||
Cash
flows from investing activities:
|
|||||||||||||
Capital
expenditures
|
-
|
(52.8
|
)
|
(159.5
|
)
|
(212.3
|
)
|
||||||
Proceeds
from sale of property, plant and equipment
|
-
|
1.0
|
15.4
|
16.4
|
|||||||||
Acquisitions,
net of cash
|
-
|
(11.8
|
)
|
(109.7
|
)
|
(121.5
|
)
|
||||||
Proceeds
from business dispositions
|
-
|
-
|
-
|
-
|
|||||||||
Purchase
of marketable securities
|
-
|
-
|
155.8
|
155.8
|
|||||||||
Cash
provided by equity companies, net
|
-
|
-
|
0.4
|
0.4
|
|||||||||
Net
cash (used in) provided by continuing investing activities
|
-
|
(63.6
|
)
|
(97.6
|
)
|
(161.2
|
)
|
||||||
Net
cash (used in) provided by discontinued investing
activities
|
-
|
-
|
-
|
-
|
|||||||||
Cash
flows from financing activities:
|
|||||||||||||
Net
change in debt
|
379.1
|
(499.7
|
)
|
(19.9
|
)
|
(140.5
|
)
|
||||||
Net
inter-company (payments) proceeds
|
(7.3
|
)
|
1,372.3
|
(1,365.0
|
)
|
-
|
|||||||
Proceeds
from the exercise of stock options
|
95.7
|
-
|
-
|
95.7
|
|||||||||
Dividends
(paid) received
|
(423.9
|
)
|
15.6
|
190.7
|
(217.6
|
)
|
|||||||
Repurchase
of common shares by subsidiary
|
-
|
-
|
(1,096.3
|
)
|
(1,096.3
|
)
|
|||||||
Net
cash (used in) provided by continuing financing activities
|
43.6
|
888.2
|
(2,290.5
|
)
|
(1,358.7
|
)
|
|||||||
Net
cash (used in) provided by discontinued financing
activities
|
-
|
-
|
-
|
-
|
|||||||||
|
|||||||||||||
Effect
of exchange rate changes on cash and
|
|||||||||||||
cash
equivalents
|
-
|
-
|
29.4
|
29.4
|
|||||||||
Net
(decrease) increase in cash and cash equivalents
|
(23.8
|
)
|
(125.5
|
)
|
(369.0
|
)
|
(518.3
|
)
|
|||||
Cash
and cash equivalents - beginning of period
|
25.5
|
207.1
|
648.0
|
880.6
|
|||||||||
Cash
and cash equivalents - end of period
|
$
|
1.7
|
$
|
81.6
|
$
|
279.0
|
$
|
362.3
|
IR
|
IR
|
Other
|
IR
Limited
|
||||||||||
In
millions
|
Limited
|
New
Jersey
|
Subsidiaries
|
Consolidated
|
|||||||||
Net
cash (used in) provided by continuing operating activities
|
$
|
(32.0
|
)
|
$
|
(475.7
|
)
|
$
|
1,380.9
|
$
|
873.2
|
|||
Net
cash (used in) provided by discontinued operating
activities
|
-
|
(18.5
|
)
|
(15.6
|
)
|
(34.1
|
)
|
||||||
Cash
flows from investing activities:
|
|||||||||||||
Capital
expenditures
|
-
|
(49.4
|
)
|
(92.4
|
)
|
(141.8
|
)
|
||||||
Proceeds
from sale of property, plant and equipment
|
-
|
2.2
|
16.8
|
19.0
|
|||||||||
Acquisitions,
net of cash
|
-
|
-
|
(514.7
|
)
|
(514.7
|
)
|
|||||||
Proceeds
from business dispositions
|
-
|
3.7
|
7.7
|
11.4
|
|||||||||
Purchase
of marketable securities
|
-
|
-
|
(153.2
|
)
|
(153.2
|
)
|
|||||||
Cash
provided by equity companies
|
-
|
-
|
7.6
|
7.6
|
|||||||||
Net
cash (used in) provided by continuing investing activities
|
-
|
(43.5
|
)
|
(728.2
|
)
|
(771.7
|
)
|
||||||
Net
cash (used in) provided by discontinued investing
activities
|
-
|
-
|
-
|
-
|
|||||||||
|
|||||||||||||
Cash
flows from financing activities:
|
|||||||||||||
Net
change in debt
|
297.4
|
(87.3
|
)
|
(147.4
|
)
|
62.7
|
|||||||
Net
inter-company (payments) proceeds
|
(134.8
|
)
|
(25.2
|
)
|
160.0
|
-
|
|||||||
Proceeds
from the exercise of stock options
|
90.9
|
-
|
-
|
90.9
|
|||||||||
Dividends
(paid) received
|
(359.2
|
)
|
13.2
|
153.9
|
(192.1
|
)
|
|||||||
Redemption
of preferred stock of subsidiary
|
(73.6
|
)
|
-
|
-
|
(73.6
|
)
|
|||||||
Repurchase
of common shares by subsidiary
|
-
|
-
|
(763.6
|
)
|
(763.6
|
)
|
|||||||
Net
cash (used in) provided by continuing financing activities
|
(179.3
|
)
|
(99.3
|
)
|
(597.1
|
)
|
(875.7
|
)
|
|||||
Net
cash (used in) provided by discontinued financing
activities
|
-
|
-
|
-
|
-
|
|||||||||
|
|||||||||||||
Effect
of exchange rate changes on cash and
|
|||||||||||||
cash
equivalents
|
-
|
-
|
(14.2
|
)
|
(14.2
|
)
|
|||||||
Net
(decrease) increase in cash and cash equivalents
|
(211.3
|
)
|
(637.0
|
)
|
25.8
|
(822.5
|
)
|
||||||
Cash
and cash equivalents - beginning of period
|
236.8
|
844.1
|
622.2
|
1,703.1
|
|||||||||
Cash
and cash equivalents - end of period
|
$
|
25.5
|
$
|
207.1
|
$
|
648.0
|
$
|
880.6
|
IR
|
|
IR
|
|
Other
|
|
IR
Limited
|
|
||||||
In
millions
|
|
Limited
|
|
New
Jersey
|
|
Subsidiaries
|
|
Consolidated
|
|||||
Net
cash (used in) provided by continuing operating activities
|
$
|
(14.5
|
)
|
$
|
(574.2
|
)
|
$
|
1,358.9
|
$
|
770.2
|
|||
Net
cash (used in) provided by discontinued operating
activities
|
-
|
(13.5
|
)
|
40.8
|
27.3
|
||||||||
Cash
flows from investing activities:
|
|||||||||||||
Capital
expenditures
|
-
|
(42.1
|
)
|
(83.5
|
)
|
(125.6
|
)
|
||||||
Proceeds
from sale of property, plant and equipment
|
-
|
17.7
|
32.7
|
50.4
|
|||||||||
Acquisitions,
net of cash
|
-
|
-
|
(33.7
|
)
|
(33.7
|
)
|
|||||||
Proceeds
from the sale of marketable securities
|
-
|
-
|
0.3
|
0.3
|
|||||||||
Proceeds
from business dispositions
|
-
|
189.0
|
1,224.2
|
1,413.2
|
|||||||||
Cash
provided by equity companies
|
-
|
-
|
7.6
|
7.6
|
|||||||||
Net
cash (used in) provided by continuing investing activities
|
-
|
164.6
|
1,147.6
|
1,312.2
|
|||||||||
Net
cash (used in) provided by discontinued investing
activities
|
-
|
-
|
(7.4
|
)
|
(7.4
|
)
|
|||||||
|
|||||||||||||
Cash
flows from financing activities:
|
|||||||||||||
Net
change in debt
|
-
|
(409.5
|
)
|
(59.9
|
)
|
(469.4
|
)
|
||||||
Net
inter-company (payments) proceeds
|
191.4
|
1,562.4
|
(1,753.8
|
)
|
-
|
||||||||
Proceeds
from the exercise of stock options
|
170.7
|
-
|
-
|
170.7
|
|||||||||
Dividends
(paid) received
|
(271.3
|
)
|
10.2
|
108.5
|
(152.6
|
)
|
|||||||
Repurchase
of common shares by subsidiary
|
-
|
-
|
(355.9
|
)
|
(355.9
|
)
|
|||||||
Net
cash (used in) provided by continuing financing activities
|
90.8
|
1,163.1
|
(2,061.1
|
)
|
(807.2
|
)
|
|||||||
Net
cash (used in) provided by discontinued financing
activities
|
-
|
-
|
(1.0
|
)
|
(1.0
|
)
|
|||||||
|
|||||||||||||
Effect
of change in fiscal year end of business
|
-
|
-
|
(23.8
|
)
|
(23.8
|
)
|
|||||||
Effect
of exchange rate changes on cash and
|
|||||||||||||
cash
equivalents
|
-
|
-
|
16.5
|
16.5
|
|||||||||
|
|||||||||||||
Net
increase in cash and cash equivalents
|
76.3
|
740.0
|
470.5
|
1,286.8
|
|||||||||
Cash
and cash equivalents - beginning of period
|
160.5
|
104.1
|
151.7
|
416.3
|
|||||||||
Cash
and cash equivalents - end of period
|
$
|
236.8
|
$
|
844.1
|
$
|
622.2
|
$
|
1,703.1
|
Allowances
for Doubtful Accounts:
|
||||
Balance
December 31, 2003
|
$
|
58.7
|
||
Additions
charged to costs and expenses
|
21.0
|
|||
Deductions
*
|
(11.9
|
)
|
||
Business
acquisitions and divestitures, net
|
(1.2
|
)
|
||
Currency
translation
|
3.5
|
|||
Balance
December 31, 2004
|
70.1
|
|||
Net
reductions in costs and expenses
|
(4.3
|
)
|
||
Deductions
*
|
(21.0
|
)
|
||
Business
acquisitions and divestitures, net
|
5.1
|
|||
Currency
translation
|
(2.3
|
)
|
||
Balance
December 31, 2005
|
|
47.6
|
||
Net
reductions in costs and expenses
|
(16.3
|
)
|
||
Deductions
*
|
(17.3
|
)
|
||
Business
acquisitions and divestitures, net
|
1.6
|
|||
Currency
translation
|
2.2
|
|||
Balance
December 31, 2006
|
$
|
17.8
|
Reserve
for LIFO:
|
||||
Balance
December 31, 2003
|
$
|
69.4
|
||
Additions
|
40.8
|
|||
Reductions
|
(7.2
|
)
|
||
Balance
December 31, 2004
|
103.0
|
|||
Additions
|
23.3
|
|||
Reductions
|
(3.0
|
)
|
||
Balance
December 31, 2005
|
|
123.3
|
||
Additions
|
36.0
|
|||
Reductions
|
(0.7
|
)
|
||
Balance
December 31, 2006
|
$
|
158.6
|
1.
|
Your
starting base salary will be at an annual rate of $400,000 (four
hundred
thousand U.S. dollars) paid monthly.
|
2.
|
This
position is an “incentive eligible” position, which means you will be
eligible to participate in the Annual Incentive Matrix (AIM) Program.
Your
annual opportunity is targeted at 75% of base salary. The actual
award
that an individual may receive can be higher or lower than the targeted
amount depending upon individual performance and the performance
of the
Company. If you join us by October 1, 2006, your AIM award for performance
year 2006 will be prorated at 33%. Please see the enclosed AIM brochure
for further details on this
program.
|
3.
|
Starting
with performance year 2006 (first awardable 2007) you will be eligible
to
receive stock option awards under the Incentive Stock Plan as administered
by the Compensation Committee of the Board. Your annual opportunity
is
targeted at 100% of your base salary. Annual stock option awards
are
contingent on and variable with your performance and the Company’s
financial performance, specifically, earnings per share against plan.
If
you join us by October 1, 2006, your annual stock option award opportunity
for performance year 2006 (awarded February 2007) will be paid at
target.
Please see the enclosed Stock Option brochure for further details
on this
program.
|
4.
|
You
will be recommended to be a participant in the IR Performance Share
Program (PSP) with a target award level of 8,000 performance shares
starting performance year 2007 (payable 2008). Awards under the IR
Performance Share Program are both contingent on and variable with
achievement of specific objectives. The objectives are established
each
year by the Chairman and Compensation Committee, and include several
financial performance metrics, which for 2007 are E.P.S., Available
Cash
Flow and R.O.I.C. Awards from this plan are distributed as cash (unless
deferred) in February following the Compensation Committee’s approval. In
subsequent years, you will be eligible for additional annual awards
of
similar value with qualifying criteria set at the time of each award.
Participation in the PSP includes stock ownership requirements, which
will
be described in greater detail upon your acceptance in the program
by the
Compensation Committee.
|
William
Gauld
|
2
|
September
5, 2006
|
5.
|
You
will be eligible to participate in the IR Executive Deferred Compensation
Plan (EDCP). The EDCP gives you the opportunity to defer your AIM
award,
PSP award and up to 50% of your base salary on a pretax basis. Information
regarding the EDCP will be sent to you and a representative from
our
vendor, TBG Financial, will contact you to explain this program after
you
begin your employment.
|
6.
|
You
will be eligible to participate in all employee benefit programs
offered
to all Ingersoll Rand salaried employees in accordance with the terms
and
conditions of those programs. The enclosed information summarizes
these
benefits. Please note that your medical, dental and life insurance
coverage with Ingersoll Rand will commence on the first day of the
month
following employment.
|
7.
|
You
will be eligible for paid vacation in accordance with Company policy,
which in your case is three (3) weeks. Vacation days are earned and
accrued on a monthly basis each calendar
year.
|
8.
|
You
will be provided a company automobile in accordance with our Company
car
policy, which in your case provides an executive automobile with
a
purchase value of up to $60,000. A portion of the benefit will be
imputed
to your statement of gross income for tax
purposes.
|
9.
|
You
will be eligible for the Company’s Executive Health Program, a copy of
which is enclosed.
|
10.
|
This
position is eligible for participation in the Elected Officer Supplemental
Program (EOSP). The EOSP is a non-qualified defined benefit pension
plan
that substantially augments IR’s qualified pension plan and, as its name
denotes, is reserved for elected officers of the company. A brief
summary
is enclosed.
|
11.
|
As
an elected officer, you are eligible for financial and retirement
counseling services through AYCO, a division of Goldman-Sachs. This
service includes investment strategy and tax filing assistance. A
portion
of the cost for these services is imputed to your annual income.
A
representative from AYCO will contact you after your employment
date.
|
12.
|
Also,
as an elected officer, you will be given a standard Change in Control
Agreement, which provides economic security in the form of cash payments
to the participant and guaranteed coverage under certain benefit
plans in
the event of job loss caused by the sale of all (or a substantial
part of)
the Company.
|
13.
|
You
will be eligible for the Company’s Relocation Program. The timing of the
relocation will be at your discretion. A representative from Prudential
Relocation will be in touch with you to explain the program and to
discuss
the timing of your relocation.
|
14.
|
In
the unlikely event of your involuntary termination from Ingersoll
Rand
within two years from your date of hire for other than gross cause,
as
consideration for your release of whatever claims might be made,
you will
receive a) severance of one year’s base salary plus b) the pro-rata amount
of any Annual Incentive Matrix (AIM) and Performance Share (PSP)
award
that is earned as of your termination date, to be paid according
to plan
provisions. In addition, you will have 90 days following your termination
date within which to exercise your vested
options.
|
William
Gauld
|
3
|
September
5, 2006
|
William
Gauld
|
4
|
September
5, 2006
|
1.
|
Verification
of information signed and submitted in connection with the Ingersoll
Rand
employment application and authorization for Release of Personal
Data
Records Information.
|
2.
|
Passing
the required drug and alcohol screening. All test results will be
handled
in strict confidence. Attached is the substance abuse screen requirements
and release along with the control form and list of
locations.
|
3.
|
Providing
proof of identity and employment eligibility pursuant to the Immigration
Reform and Control Act of 1986 within three (3) working days after
the
actual commencement of work. A copy is enclosed with instructions
for
completing the form along with a list of acceptable verification
documents.
|
4.
|
Understanding
and agreement that your employment is to be “at will”. This means that you
or the Company, for any reason or no reason, may terminate employment
and
that nothing in this offer is intended to create a contract of employment
for any period of time.
|
5.
|
Understanding,
agreeing and signing and returning the Code of Conduct and Proprietary
Information forms.
|
/s/ William Gauld | September 8, 2006 | ||
William Gauld |
Date |
1.
|
Your
starting base salary will be at an annual rate of $400,000 (four
hundred
thousand U.S. dollars) paid monthly.
|
2.
|
This
position is an “incentive eligible” position, which means you will be
eligible to participate in the Annual Incentive Matrix (AIM) Program.
Your
annual opportunity is targeted at 70% of base salary. The actual
award
that an individual may receive can be higher or lower than the targeted
amount depending upon individual performance and the performance
of the
Company. For performance year 2007 you will be eligible for a full
year
consideration, i.e., unreduced for partial year
employment.
|
3.
|
You
will be recommended for a sign-on award of 30,000 (thirty thousand)
non-qualified stock options. This award is subject to approval by
the
Compensation Committee of the Company’s Board of Directors (the
“Committee”) and to the terms and conditions of awards made under our
Incentive Stock Plan. These options will be priced at the fair market
value of Ingersoll Rand stock on the day the Committee considers
and
approves awards and will vest ratably over three years following
the
grant. Your award recommendation will be considered by the Committee
at
their first meeting following your first day of employment. The next
scheduled meeting of the Committee is February 7, 2007.
|
Marcia J. Avedon, Ph.D. |
January
8,
2007
|
4.
|
You
will be recommended to be a participant in the IR Performance Share
Program (PSP) with a target award level of 7,500 performance shares
for
2007 (awarded February, 2008). Awards under the IR Performance Share
Program are both contingent on and variable with achievement of specific
objectives. The objectives are established each year by the Chairman
and
Compensation Committee, and include several financial performance
metrics,
which for 2007 are E.P.S., Available Cash Flow and R.O.I.C. Awards
from
this plan are normally distributed in February following the Compensation
Committee’s approval. In subsequent years, you will be eligible for
additional annual awards of similar value with qualifying criteria
set at
the time of each award. Participation in the PSP includes stock ownership
requirements, which will be described in greater detail upon your
acceptance in the program by the Compensation
Committee.
|
5.
|
Additionally,
you will receive a sign-on award of 7,500 employment shares with
a 3-year
cliff vesting (all shares will vest in February 2010).
|
6.
|
You
will be eligible to participate in the IR Executive Deferred Compensation
Plan (EDCP). The EDCP gives you the opportunity to defer your AIM
award,
PSP award and up to 50% of your base salary on a pretax basis. Information
regarding the EDCP will be sent to you and a representative from
our
vendor, TBG Financial, will contact you to explain this program after
you
begin your employment.
|
7.
|
You
will be eligible to participate in all employee benefit programs
offered
to all Ingersoll Rand salaried employees in accordance with the terms
and
conditions of those programs. The enclosed information summarizes
these
benefits. Please note that your medical, dental and life insurance
coverage with Ingersoll Rand will commence on the first day of the
month
following employment.
|
8.
|
You
will be eligible for four (4) weeks of paid vacation per year, which
exceeds our normal Company policy. Vacation days are earned and accrued
on
a monthly basis each calendar year.
|
9.
|
You
will be provided a company automobile in accordance with our Company
car
policy, which in your case currently provides an executive automobile
with
a purchase value of up to $60,000. A portion of the benefit will
be
imputed to your statement of gross income for tax
purposes.
|
10.
|
You
will be eligible for the Company’s Executive Health Program, a copy of
which is enclosed.
|
11.
|
You
will be recommended for participation in the Elected Officer Supplemental
Program (EOSP). The EOSP is a non-qualified defined benefit pension
plan
that substantially augments IR’s qualified pension plan and, as its name
denotes, is reserved for elected officers of the company. A brief
summary
is enclosed. Under this employment agreement you will earn double
service
credit (not vesting credit) for each of your first five years of
employment with Ingersoll Rand. The EOSP vests at age 55 with 5 years
of
service.
|
12.
|
As
an elected officer, you are eligible for financial and retirement
counseling services through AYCO, a division of Goldman-Sachs. This
service includes investment strategy and tax filing assistance. A
portion
of the cost for these services is imputed to your annual income.
A
representative from AYCO will contact you after your employment
date.
|
Marcia J. Avedon, Ph.D. |
January
8,
2007
|
13.
|
Also,
as an elected officer, you will be given a Change in Control Agreement
for
Senior Vice Presidents at the 2.5x level (i.e., 2.5x annual salary,
AIM
and PSP), which provides economic security in the form of cash payments
to
the participant and guaranteed coverage under certain benefit plans
in the
event of job loss caused by the sale of all (or a substantial part
of) the
Company.
|
14.
|
During
the term of your employment, you will be eligible for the Company’s
Relocation Program. The timing of the relocation will be at your
discretion.
|
15.
|
In
the unlikely event of your involuntary termination from Ingersoll
Rand
within five (5) years from your date of hire for other than gross
cause,
as consideration for your release of whatever claims might be made,
you
will receive a) a severance payment of eighteen months base salary
if
termination is within five years of your date of hire, and twelve
months
base salary if termination is after such five years, plus b) a payment
equal to your target amount in the Annual Incentive Matrix (AIM)
Program
and c) a pro-rata payment (prorated based on days in the year through
the
termination date over total days within year) of the Performance
Share
(PSP) Program award that is earned as of your termination date, to
be paid
according to plan provisions, up to the target level. In addition,
under
such circumstances, you will have 90 days following your termination
date
within which to exercise your vested
options.
|
cc: |
Rob
Butler
Connie
Roseler
Gillian
Scholes
|
Enclosures: |
Benefits
Summary
Executive
Health Program Write-Up
Elected
Officer Supplemental Program
Write-Up
|
Marcia J. Avedon, Ph.D. |
January
8,
2007
|
1.
|
Verification
of information signed and submitted in connection with the Ingersoll
Rand
employment application and authorization for Release of Personal
Data
Records Information.
|
2.
|
Passing
the required drug and alcohol screening. All test results will be
handled
in strict confidence. Attached is the substance abuse screen requirements
and release along with the control form and list of
locations.
|
3.
|
Providing
proof of identity and employment eligibility pursuant to the Immigration
Reform and Control Act of 1986 within three (3) working days after
the
actual commencement of work. A copy is enclosed with instructions
for
completing the form along with a list of acceptable verification
documents.
|
4.
|
Understanding
and agreement that your employment is to be “at will”. This means that you
or the Company, for any reason or no reason, may terminate employment
and
that nothing in this offer is intended to create a fixed or specified
term
of employment.
|
5.
|
Understanding,
agreeing and signing and returning the Code of Conduct and Proprietary
Information forms.
|
/s/ Marcia J. Avedon, Ph.D. | January 11, 2007 |
Marcia J. Avedon, Ph.D. |
Date
|
Years
Ended December 31,
|
||||||||||||||||
2006
|
2005
|
2004
|
2003
|
2002
|
||||||||||||
Earnings
from continuing operations before income taxes
|
$
|
1,300.0
|
$
|
1,257.8
|
$
|
968.2
|
$
|
608.1
|
$
|
314.5
|
||||||
Minority
Interest
|
14.9
|
12.7
|
16.0
|
14.9
|
15.5
|
|||||||||||
(Earnings)
losses from equity method investees
|
0.1
|
|
(2.1
|
)
|
(5.7
|
)
|
1.8
|
(0.6
|
)
|
|||||||
Sub-total
|
1,315.0
|
1,268.4
|
978.5
|
624.8
|
329.4
|
|||||||||||
Fixed
charges
|
162.2
|
167.8
|
176.2
|
200.1
|
252.9
|
|||||||||||
Dividend
from equity method investees
|
-
|
4.4
|
-
|
0.3
|
0.7
|
|||||||||||
Capitalized
interest
|
(5.8
|
)
|
(2.9
|
)
|
(2.2
|
)
|
(3.1
|
)
|
(2.8
|
)
|
||||||
Total
Earnings
|
$
|
1,471.4
|
$
|
1,437.7
|
$
|
1,152.5
|
$
|
822.1
|
$
|
580.2
|
||||||
Fixed
charges:
|
||||||||||||||||
Interest
expense
|
$
|
131.8
|
$
|
144.3
|
$
|
153.1
|
$
|
175.6
|
$
|
228.0
|
||||||
Capitalized
interest
|
5.8
|
2.9
|
2.2
|
3.1
|
2.8
|
|||||||||||
Rentals
(one-third of rentals)
|
24.6
|
20.6
|
20.9
|
21.4
|
22.1
|
|||||||||||
Total
fixed charges
|
$
|
162.2
|
$
|
167.8
|
$
|
176.2
|
$
|
200.1
|
$
|
252.9
|
||||||
Ratio
of earnings to fixed charges
|
9.1
|
8.6
|
6.5
|
4.1
|
2.3
|
|||||||||||
All
amounts have been restated to reflect a reclassification of discontinued
operations
|
Name
of Subsidiary
|
%
owned by IR
|
|||
ARGENTINA:
|
||||
Ingersoll-Rand
Argentina S.A.I.C.
|
100
|
%
|
||
AUSTRALIA:
|
||||
Ingersoll-Rand
(Australia) Ltd.
|
100
|
%
|
||
Ingersoll-Rand
(Australia) Superannuation Pty. Ltd.
|
100
|
%
|
||
Ingersoll-Rand
Architectural Hardware (Australia) Pty. Limited
|
100
|
%
|
||
McAlpine
Australia Pty Limited
|
100
|
%
|
||
McAlpine
Hussmann (Australia) Pty Limited
|
100
|
%
|
||
McAlpine
Hussmann Pty Limited
|
100
|
%
|
||
Triangle
Refrigeration Pty. Ltd.
|
100
|
%
|
||
AUSTRIA:
|
||||
Astrum
IT Losungen GmbH
|
30
|
%
|
||
Interflex
Datensysteme Gesmbh
|
100
|
%
|
||
BARBADOS:
|
||||
Ingersoll-Rand
(Barbados) Corporation
|
100
|
%
|
||
Ingersoll-Rand
(Barbados) Holding Incorporated
|
100
|
%
|
||
BELGUIM:
|
||||
Ingersoll-Rand
Benelux, N.V.
|
100
|
%
|
||
Interflex
Belgium N.V./S.A.
|
100
|
%
|
||
Koxka
Belgium S.A.
|
100
|
%
|
||
Newman
Tonks Brussels N.V.
|
100
|
%
|
||
Separal
B.V.
|
100
|
%
|
||
Thermo
King Belgium N.V.
|
100
|
%
|
||
BERMUDA:
|
||||
Ingersoll-Rand
Global Holding Company Limited
|
100
|
%
|
||
Ingersoll-Rand
World Trade Ltd. (Bermuda)
|
100
|
%
|
||
IR
Techno Holding Company Limited
|
100
|
%
|
||
Woodcliff
Insurance Ltd.
|
100
|
%
|
||
BRAZIL:
|
||||
Hussmann
do Brasil Ltda.
|
100
|
%
|
||
Hussmann
Service do Brasil Ltda.
|
100
|
%
|
||
Ingersoll-Rand
do Brasil Ltda.
|
100
|
%
|
||
Thermo
King do Brasil, Ltda.
|
100
|
%
|
||
BRITISH
VIRGIN ISLANDS:
|
||||
Ingersoll-Rand
Fu Hsing Holdings Limited
|
51
|
%
|
CANADA:
|
||||
Bobcat
Equipment Ltd.
|
100
|
%
|
||
ETC
Electronic Technologies Incorporated
|
100
|
%
|
||
Hibon
Inc.
|
100
|
%
|
||
Hussmann
Canada Holdings Limited
|
100
|
%
|
||
Hussmann
Canada Inc.
|
100
|
%
|
||
Ingersoll-Rand
Canada, Inc.
|
100
|
%
|
||
CHILE:
|
||||
Comercial
Ingersoll-Rand (Chile) Limitada
|
100
|
%
|
||
Hussmann
Chile S.A.
|
100
|
%
|
||
Ingersoll-Rand
Company (Chile) y Cia Ltda.
|
100
|
%
|
||
IR-Bobcat
Chile S.A.
|
50
|
%
|
||
CHINA:
|
||||
Beijing
Bocom Video Communication Systems Co., Ltd.
|
99
|
%
|
||
Changzhou
Superay Tools Co., Ltd.
|
100
|
%
|
||
Fu
Hsing Industrial (Shanghai) Co., Ltd.
|
100
|
%
|
||
Fu
Jia Hardware Products (Shanghai) Co., Ltd.
|
100
|
%
|
||
Guangzhou
Hussmann Refrigeration Company, Ltd.
|
100
|
%
|
||
Ingersoll-Rand
(China) Investment Company Limited
|
100
|
%
|
||
Ingersoll-Rand
(Guilin) Tools Company Limited
|
90
|
%
|
||
Ingersoll-Rand
(Linzhou) Investment Company Limited
|
100
|
%
|
||
Ingersoll-Rand
(Shanghai) Trading Co., Ltd.
|
100
|
%
|
||
Ingersoll-Rand
(Wuxi) Road Machinery Company Limited
|
100
|
%
|
||
Ingersoll-Rand
Machinery (Shanghai) Company Limited
|
100
|
%
|
||
Luoyang
Hussmann Refrigeration Company
|
100
|
%
|
||
Nanjing
Ingersoll-Rand Compressor Co., Ltd.
|
80
|
%
|
||
Shanghai
Air-Tec Compressor Solutions Co., Ltd.
|
100
|
%
|
||
Shanghai
Bocom Video Communication System Co., Ltd.
|
90
|
%
|
||
Shanghai
Ingersoll-Rand Compressor Limited
|
100
|
%
|
||
Shenzhen
Bocom System Engineering Co. Ltd.
|
80
|
%
|
||
Thermo
King Container Temperature Control (Suzhou) Corporation
Ltd.
|
90
|
%
|
||
Thermo
King Dalian Transport Refrigeration Company, Limited
|
75
|
%
|
||
Triangle
Hussmann Refrigeration (Shanghai) Co. Ltd.
|
100
|
%
|
||
COLOMBIA:
|
||||
Inversora
Lockey Ltda.
|
55
|
%
|
||
CZECH
REPUBLIC:
|
||||
Emerson
Electric, s.r.o.
|
10
|
%
|
||
Ingersoll-Rand
Equipment Manufacturing Czech Republic s.r.o.
|
100
|
%
|
||
IRCR
Manufacturing s.r.o.
|
100
|
%
|
||
DENMARK:
|
||||
Ingersoll-Rand
Security Technologies A/S
|
100
|
%
|
||
Thermo
King Container-Denmark A/S
|
100
|
%
|
FRANCE:
|
||||
A.B.G.
France S.A.R.L.
|
100
|
%
|
||
A.B.S.
- R.I.C.A.
|
100
|
%
|
||
Bobcat
France SA
|
100
|
%
|
||
Bricard
S.A.
|
100
|
%
|
||
Cacir,
S.A.S.
|
100
|
%
|
||
Compagnie
Ingersoll-Rand S.A.S.
|
100
|
%
|
||
Guerville
Riquier Serrurerie Sarl
|
100
|
%
|
||
Ingersoll-Rand
Air Solutions (France) Sarl
|
100
|
%
|
||
Ingersoll-Rand
Equipements de Construction
|
100
|
%
|
||
Ingersoll-Rand
Equipements de Production S.A.
|
100
|
%
|
||
IR
Services S.A.R.L.
|
100
|
%
|
||
Koxka
France SARL
|
100
|
%
|
||
Montabert
|
100
|
%
|
||
Mustad
SAS
|
100
|
%
|
||
Normbau
France S.A.S.
|
100
|
%
|
||
S.A.
Etablissements Charles Maire
|
100
|
%
|
||
Security
System France Sarl.
|
99.8
|
%
|
||
GERMANY:
|
||||
ABG
Allgemeine Baumaschinen Gesellschaft mbH
|
100
|
%
|
||
Astrum
Gesellschaft für angewandte Informatik mbH
|
100
|
%
|
||
Best
Matic Vermogensverwaltungs GmbH
|
100
|
%
|
||
Bobcat
Bensheim GmbH & Co. KG
|
100
|
%
|
||
Bobcat
Parts Service GmbH
|
100
|
%
|
||
GHH-Rand
Schraubenkompressoren GmbH
|
100
|
%
|
||
Ingersoll-Rand
Beteiligungs GmbH
|
100
|
%
|
||
Ingersoll-Rand
Beteiligungs und Grundstucksverwaltungs GmbH
|
100
|
%
|
||
Ingersoll-Rand
GmbH
|
100
|
%
|
||
Ingersoll-Rand
Service GmbH
|
100
|
%
|
||
Interflex
Datensysteme GmbH & Co. KG
|
100
|
%
|
||
IR
Deutsche Holding GmbH
|
100
|
%
|
||
IR
Security & Safety GmbH
|
100
|
%
|
||
Koxka
Deutschland GmbH
|
100
|
%
|
||
Normbau
Beschlage und Ausstattungs GmbH
|
100
|
%
|
||
Thermo
King Deutschland GmbH
|
100
|
%
|
||
Wilhelm
Klein GmbH
|
100
|
%
|
||
HONG
KONG:
|
||||
Hussmann
Tempcool (Hong Kong) Limited
|
100
|
%
|
||
Ingersoll-Rand
(Hong Kong) Limited
|
100
|
%
|
||
Ingersoll-Rand
Fu Hsing Limited
|
51
|
%
|
||
Ingersoll-Rand
Superay Holdings Limited
|
100
|
%
|
||
Koolzone
(Asia) Limited
|
100
|
%
|
||
Superay
International Limited
|
100
|
%
|
HUNGARY:
|
||||
Hussmann
Refrigeration (Hungary) KFT.
|
60
|
%
|
||
Ingersoll-Rand
Hungary Central Europe Group Financing LLC
|
100
|
%
|
||
ICELAND:
|
||||
Ingersoll-Rand
Finance Islandi slf.
|
100
|
%
|
||
INDIA:
|
||||
Ingersoll-Rand
(India) Limited
|
74
|
%
|
||
Ingersoll-Rand
International (India) Limited
|
100
|
%
|
||
Ingersoll-Rand
Wadco Tools Private Limited
|
100
|
%
|
||
IR
Rasta Resource Centre for Asphalt and Soil
|
100
|
%
|
||
Quipo
Infrastructure Equipment Limited
|
3
|
%
|
||
Thermo
King India Private Limited
|
100
|
%
|
||
INDONESIA:
|
||||
PT
Ingersoll-Rand Indonesia
|
100
|
%
|
||
IRELAND:
|
||||
Airside
Manufacturing Limited
|
100
|
%
|
||
Geith
International Limited
|
100
|
%
|
||
Geith
Patents Limited
|
100
|
%
|
||
Goldwave
Holdings Limited
|
100
|
%
|
||
Goldwave
Limited
|
100
|
%
|
||
Ingersoll-Rand
International Finance Limited
|
100
|
%
|
||
Ingersoll-Rand
International Limited
|
100
|
%
|
||
Ingersoll-Rand
Irish Holdings
|
100
|
%
|
||
Ingersoll-Rand
Technical and Services Limited
|
100
|
%
|
||
Sallyditch
Holdings Limited
|
100
|
%
|
||
Spanashview
|
100
|
%
|
||
Thermo
King European Manufacturing Limited
|
100
|
%
|
||
Thermo
King Ireland Limited
|
100
|
%
|
||
Thermo
King Services Limited
|
100
|
%
|
||
Thermo
King Total Kare Limited
|
100
|
%
|
||
ITALY:
|
||||
Cisa
S.p.A.
|
100
|
%
|
||
Hussmann
Koxka Italia S.r.l.
|
100
|
%
|
||
Ingersoll-Rand
Italia S.r.l.
|
100
|
%
|
||
Ingersoll-Rand
Italiana S.p.A.
|
100
|
%
|
||
JAPAN:
|
||||
Bobcat
Corporation
|
100
|
%
|
||
Ingersoll-Rand
Japan, Ltd.
|
100
|
%
|
||
Thermo
King Japan, Ltd.
|
100
|
%
|
KOREA:
|
||||
Ingersoll-Rand
Korea Limited
|
100
|
%
|
||
LUXEMBOURG:
|
||||
Ingersoll-Rand
Holdings & Finance International S.a.r.l
|
100
|
%
|
||
Ingersoll-Rand
Lux Euro Financing S.ar.l.
|
100
|
%
|
||
Ingersoll-Rand
Lux International S.a.r.l.
|
100
|
%
|
||
Ingersoll-Rand
Lux Roza II S.ar.l.
|
100
|
%
|
||
Ingersoll-Rand
Lux Roza III S.a.r.l.
|
100
|
%
|
||
Ingersoll-Rand
Lux Roza S.a.r.l.
|
100
|
%
|
||
Ingersoll-Rand
Luxembourg United S.a.rl.
|
100
|
%
|
||
Ingersoll-Rand
Worldwide Capital S.a.r.l.
|
100
|
%
|
||
MALAYSIA:
|
||||
Hussmann
Tempcool (Malaysia) Limited
|
100
|
%
|
||
Ingersoll-Rand
Malaysia Co. Sdn. Bhd.
|
100
|
%
|
||
Maltaitech
Corporation Sdn. Bhd.
|
100
|
%
|
||
MEXICO:
|
||||
Hussmann-American,
S. de R.L. de C.V.
|
100
|
%
|
||
Hussmann-Mexico,
S. de R.L. de C.V.
|
100
|
%
|
||
Hussmann-Servicios,
S. de R.L. de C.V.
|
100
|
%
|
||
Industrias
Frigorificas, S.A. de C.V.
|
100
|
%
|
||
Ingersoll-Rand
S.A. de C.V.
|
100
|
%
|
||
Schlage
de Mexico S.A. de C.V.
|
100
|
%
|
||
NETHERLANDS:
|
||||
Cielle
B.V.
|
100
|
%
|
||
ECO
Kompressoren B.V.
|
100
|
%
|
||
Fincisa
B.V.
|
100
|
%
|
||
Hussmann
Netherlands B.V.
|
100
|
%
|
||
Ingersoll-Rand
Construction Technologies B.V.
|
100
|
%
|
||
Ingersoll-Rand
European Holding Company B.V.
|
100
|
%
|
||
Ingersoll-Rand
Service B.V.
|
100
|
%
|
||
Interflex
Datasystems B.V.
|
100
|
%
|
||
IR
Holdings (Netherlands) B.V.
|
100
|
%
|
||
Thermo
King Transportkoeling B.V.
|
100
|
%
|
||
NEW
ZEALAND:
|
||||
Club
Car Limited
|
100
|
%
|
||
Contract
Refrigeration Ltd.
|
100
|
%
|
||
Hussmann
Australasia Limited
|
100
|
%
|
||
Ingersoll-Rand
Architectural Hardware Limited
|
100
|
%
|
||
Koxka
New Zealand Ltd.
|
100
|
%
|
||
McAlpine
Hussmann Limited
|
100
|
%
|
||
McAlpine
Industries Limited
|
100
|
%
|
PERU:
|
||||
Ingersoll-Rand
Company of Peru S.A.
|
100
|
%
|
||
PHILIPPINES:
|
||||
Ingersoll-Rand
Philippines, Inc.
|
100
|
%
|
||
POLAND:
|
||||
Hussmann
Koxka Poland, Spzoo
|
100
|
%
|
||
Ingersoll-Rand
Polska Sp.zo.o
|
100
|
%
|
||
PORTUGAL:
|
||||
Comingersoll-Comercio
e Industria de Equipamentos, S.A.R.L.
|
21
|
%
|
||
PUERTO
RICO:
|
||||
Ingersoll-Rand
de Puerto Rico, Inc.
|
100
|
%
|
||
RUSSIA:
|
||||
Cisa
Elbor O.O.O.
|
51
|
%
|
||
Instrum-Rand
|
100
|
%
|
||
OOO
ABG Service Center
|
100
|
%
|
||
SINGAPORE:
|
||||
Cisatron
Pte. Ltd. Singapore
|
100
|
%
|
||
Hussmann
Tempcool (Singapore) Pte. Ltd.
|
100
|
%
|
||
Hussmann
Tempcool Holdings PTE. Ltd.
|
50
|
%
|
||
Ingersoll-Rand
South East Asia (Pte.) Ltd.
|
100
|
%
|
||
NT
Asia (Singapore) Pte. Limited
|
100
|
%
|
||
SOUTH
AFRICA:
|
||||
D.
Purdue & Sons Ltd.
|
25
|
%
|
||
Ingersoll-Rand
Company South Africa (Pty.) Limited
|
100
|
%
|
||
NT
South Africa
|
100
|
%
|
||
SPAIN:
|
||||
Cisa
Cerraduras S.A.
|
100
|
%
|
||
Hussmann
Koxka, S.L.
|
100
|
%
|
||
Ingersoll-Rand
Iberica, S.L.
|
100
|
%
|
||
Ingersoll-Rand
Rodamientos Holding, S.L.
|
100
|
%
|
||
Ingersoll-Rand
Servicios, S.A.
|
100
|
%
|
||
Koxka
Levante S.A.
|
60
|
%
|
||
Koxka
Valladolid, S.A.
|
51
|
%
|
||
Palladio
S.A.
|
99.95
|
%
|
||
Reftrans,
S.A.
|
85
|
%
|
SWEDEN:
|
||||
Ingersoll-Rand
AB
|
100
|
%
|
||
Ingersoll-Rand
Best-Matic AB
|
100
|
%
|
||
Ingersoll-Rand
Svenska AB
|
100
|
%
|
||
SWITZERLAND:
|
||||
Ingersoll-Rand
Acceptance Company S.A.
|
100
|
%
|
||
Ingersoll-Rand
Equipment & Consulting S.A.R.L.
|
100
|
%
|
||
Ingersoll-Rand
International Sales S.A.
|
100
|
%
|
||
Ingersoll-Rand
Investment Company S.A.
|
100
|
%
|
||
Ingersoll-Rand
Machinery & Services S.A.R.L.
|
100
|
%
|
||
Ingersoll-Rand
S.A.
|
100
|
%
|
||
Ingersoll-Rand
Services & Engineering Company
|
100
|
%
|
||
Ingersoll-Rand
Technical & Services S.A.R.L.
|
100
|
%
|
||
Interflex
Datensysteme AG
|
100
|
%
|
||
I-R
Trading S.A.
|
100
|
%
|
||
Klemm
Bohrtechnik AG
|
99.98
|
%
|
||
Torrington
Sales Limited
|
100
|
%
|
||
TAIWAN:
|
||||
Fu
Yang Investment Company Limited
|
100
|
%
|
||
Taiwan
Fu Hsing Industrial Co. Ltd.
|
10
|
%
|
||
THAILAND:
|
||||
Hussmann
(Thailand) Company Limited
|
75
|
%
|
||
Hussmann-Thai
Holding Co., Ltd.
|
49
|
%
|
||
TURKEY:
|
||||
IR
Emniyet ve Guvenlik Sistemleri Sanayi A.S.
|
100
|
%
|
||
UNITED
KINGDOM:
|
||||
A/S
Parts Limited
|
100
|
%
|
||
Airtec
Limited
|
100
|
%
|
||
Best
Matic International Limited
|
100
|
%
|
||
Blackrod
Europe Limited
|
100
|
%
|
||
Blaw-Knox
Company
|
100
|
%
|
||
Bondpaint
Limited
|
100
|
%
|
||
Briton
Door Controls Limited
|
100
|
%
|
||
C.A.P.
Sales Limited
|
100
|
%
|
||
Capital
Metalworks Limited
|
100
|
%
|
||
CISA
(UK) Plc.
|
100
|
%
|
||
Compressed
Air Parts Limited
|
100
|
%
|
||
D.A.
Thomas (Northern) Limited
|
100
|
%
|
||
Geith
International UK Limited
|
100
|
%
|
||
Hussmann
(Europe) Limited
|
100
|
%
|
||
Hussmann
Holdings Limited
|
100
|
%
|
Ingersoll
Rand Security Technologies Limited
|
100
|
%
|
||
Ingersoll-Rand
Company Limited
|
100
|
%
|
||
Ingersoll-Rand
European Financial Services plc.
|
100
|
%
|
||
Ingersoll-Rand
European Sales Limited
|
100
|
%
|
||
Ingersoll-Rand
Financial Services Limited
|
100
|
%
|
||
Ingersoll-Rand
Holdings Limited
|
100
|
%
|
||
Ingersoll-Rand
UK Ltd.
|
100
|
%
|
||
Interflex
Time & Access Ltd.
|
100
|
%
|
||
IR
Investment Holding Co. Ltd.
|
100
|
%
|
||
IR
Security and Safety (Anglia) Limited
|
100
|
%
|
||
IR
Security and Safety (Eastern) Limited
|
100
|
%
|
||
IR
Security and Safety (South East) Limited
|
100
|
%
|
||
IR
Security and Safety (South West) Limited
|
100
|
%
|
||
IR
Security and Safety (South) Limited
|
100
|
%
|
||
IR
Security and Safety (Tayforth) Limited
|
100
|
%
|
||
IR
Security and Safety (Thomas) Limited
|
100
|
%
|
||
IR
Security and Safety Architectural Hardware Limited
|
100
|
%
|
||
IR
Security and Safety Thomson Group Limited
|
100
|
%
|
||
Newman
Tonks (Amersham) Limited
|
100
|
%
|
||
Newman
Tonks (Kings Norton) Limited
|
100
|
%
|
||
Newman
Tonks (North Devon) Limited
|
100
|
%
|
||
Newman
Tonks (Overseas Holdings) Limited
|
100
|
%
|
||
Newman-Tonks
Management Services Limited
|
100
|
%
|
||
NT
Acquisition Limited
|
100
|
%
|
||
NT
Architectural Hardware Limited
|
100
|
%
|
||
NT
Door Controls Limited
|
100
|
%
|
||
NT
Group Properties Limited
|
100
|
%
|
||
NT
Leamington Limited
|
100
|
%
|
||
NT
Legge Limited
|
100
|
%
|
||
NT
Partition Systems Limited
|
100
|
%
|
||
NT
Railing Systems Limited
|
100
|
%
|
||
NT
Security Limited
|
100
|
%
|
||
NT
Sittingbourne Limited
|
100
|
%
|
||
R.
Cartwright & Co. Limited
|
100
|
%
|
||
Roconeco
Limited
|
100
|
%
|
||
Strathclyde
Hardware Services Limited
|
100
|
%
|
||
The
Southwark Bridge Leasehold Property Company Limited
|
100
|
%
|
||
William
Newman & Sons, Limited
|
100
|
%
|
||
UNITED
STATES:
|
||||
Armoro,
Inc.
|
100
|
%
|
||
AttachmentsExpress.com,
Inc.
|
100
|
%
|
||
Blaw-Knox
Construction Equipment Corporation
|
100
|
%
|
||
CDS
Midwest Inc.
|
100
|
%
|
||
Checker
Flag Parts, Inc.
|
100
|
%
|
||
Chesley
Industries, Inc.
|
100
|
%
|
CISA
Security Products, Inc.
|
100
|
%
|
||
Clark
Business Services Corporation
|
100
|
%
|
||
Clark
Distribution Services Inc.
|
100
|
%
|
||
Clark
Equipment Company
|
100
|
%
|
||
Clean
Air, Inc.
|
100
|
%
|
||
Club
Car, Inc.
|
100
|
%
|
||
Commercial
Refrigeration Co.
|
100
|
%
|
||
Compressed
Air Parts, Inc.
|
100
|
%
|
||
Crystal
Refrigeration, Inc.
|
100
|
%
|
||
Dor-O-Matic
(Illinois) LLC
|
100
|
%
|
||
Dor-O-Matic
of Mid Atlantic States, Inc.
|
100
|
%
|
||
D-R
Acquisition, LLC
|
100
|
%
|
||
DR
Holding Corp.
|
100
|
%
|
||
Earthforce
America, Inc.
|
100
|
%
|
||
Electronic
Technologies Corporation USA
|
100
|
%
|
||
Falcon
Lock LLC
|
100
|
%
|
||
Geith
Inc.
|
100
|
%
|
||
Harrow
Industries LLC
|
100
|
%
|
||
Harrow
Products (Delaware) LLC
|
100
|
%
|
||
Harrow
Products LLC
|
100
|
%
|
||
Hussmann
Corporation
|
100
|
%
|
||
Hussmann
Holdings, Inc.
|
100
|
%
|
||
Hussmann
International, Inc.
|
100
|
%
|
||
Hussmann
Mechanical Corporation
|
100
|
%
|
||
Hussmann
Services Corporation
|
100
|
%
|
||
IDP
Acquisition, LLC
|
100
|
%
|
||
Improved
Machinery, Inc.
|
100
|
%
|
||
Inet
Holdings U.S. Inc.
|
100
|
%
|
||
Ingersoll-Rand
Asia Pacific Inc.
|
100
|
%
|
||
Ingersoll-Rand
Charitable Foundation
|
100
|
%
|
||
Ingersoll-Rand
China Limited
|
100
|
%
|
||
Ingersoll-Rand
Climate Control Holding Corporation
|
100
|
%
|
||
Ingersoll-Rand
Company
|
100
|
%
|
||
Ingersoll-Rand
Construction Services, Inc.
|
100
|
%
|
||
Ingersoll-Rand
Energy Systems Corporation
|
100
|
%
|
||
Ingersoll-Rand
Energy Technologies LLC
|
100
|
%
|
||
Ingersoll-Rand
Energy Techologies (Aviara) LLC
|
100
|
%
|
||
Ingersoll-Rand
Energy Techologies (Project DDI) LLC
|
100
|
%
|
||
Ingersoll-Rand
Energy Techologies (Project East) LLC
|
100
|
%
|
||
Ingersoll-Rand
Energy Techologies (Project Horton) LLC
|
100
|
%
|
||
Ingersoll-Rand
Enhanced Recovery Company
|
100
|
%
|
||
Ingersoll-Rand
Financial Services Corporation
|
100
|
%
|
||
Ingersoll-Rand
Industrial Refrigeration, Inc.
|
100
|
%
|
||
Ingersoll-Rand
Industrial Solutions Holding Corporation
|
100
|
%
|
||
Ingersoll-Rand
Infrastructure Holding Corporation
|
100
|
%
|
||
Ingersoll-Rand
International Holding Corporation
|
100
|
%
|
Ingersoll-Rand
International Sales LLC
|
100
|
%
|
||
Ingersoll-Rand
International, Inc.
|
100
|
%
|
||
Ingersoll-Rand
Italian Holding LLC
|
100
|
%
|
||
Ingersoll-Rand
Liability Management Company
|
100
|
%
|
||
Ingersoll-Rand
Plus, LP
|
100
|
%
|
||
Ingersoll-Rand
Sales Company, LLC
|
100
|
%
|
||
Ingersoll-Rand
Security & Safety Holding Corporation
|
100
|
%
|
||
Ingersoll-Rand
Services Company
|
100
|
%
|
||
Ingersoll-Rand
Spanish Holding LP
|
100
|
%
|
||
Ingersoll-Rand
Transportation Services Company
|
100
|
%
|
||
Ingersoll-Rand
US United, LLC
|
100
|
%
|
||
Ingersoll-Rand
Western Hemisphere Trade Corporation
|
100
|
%
|
||
Ingersoll-Rand
Worldwide, Inc.
|
100
|
%
|
||
Ingersoll-Rand,
Inc.
|
100
|
%
|
||
Integrated
Access Systems, Inc.
|
100
|
%
|
||
Interflex
N.A., Inc.
|
100
|
%
|
||
I-R
E-Medical, Inc.
|
99
|
%
|
||
IR
of Reno, Inc.
|
100
|
%
|
||
IR
Receivables Funding I Corporation
|
100
|
%
|
||
IR
Receivables Funding II Corporation
|
100
|
%
|
||
Krack
Corporation
|
100
|
%
|
||
Lockey
Corp.
|
56
|
%
|
||
Marlorch,
Inc.
|
100
|
%
|
||
MFP
(Kentucky) LLC
|
100
|
%
|
||
Monarch
Hardware and Manufacturing Company LLC
|
100
|
%
|
||
Nelson
Refrigeration Inc.
|
100
|
%
|
||
Newman
Tonks, USA, LLC
|
100
|
%
|
||
Newman-Tonks
Holdings LLC
|
100
|
%
|
||
Newman-Tonks
Investments LLC
|
100
|
%
|
||
Niject
Services Company
|
50
|
%
|
||
Perimeter
Bobcat, Inc.
|
100
|
%
|
||
Recognition
Systems, LLC
|
100
|
%
|
||
Refrigeration
Engineering, Inc.
|
100
|
%
|
||
Refrigeration
Service & Design, Inc.
|
100
|
%
|
||
Roconeco
Corporation
|
100
|
%
|
||
Rogers
Refrigeration Co., Inc.
|
100
|
%
|
||
SBG
Holding Corp.
|
100
|
%
|
||
Schlage
Lock Company
|
100
|
%
|
||
Schlage
Lock Company LLC
|
100
|
%
|
||
Security
One Systems of Jacksonville
|
100
|
%
|
||
Security
One Systems, Inc.
|
100
|
%
|
||
Silver
Holding Corp.
|
100
|
%
|
||
Tavant
Technologies, Inc.
|
20
|
%
|
||
Taylor
Industries, Inc.
|
100
|
%
|
||
Terry
D. Carter Service Co., Inc.
|
100
|
%
|
||
Thermo
King Corporation
|
100
|
%
|
Thermo
King de Puerto Rico, Inc.
|
100
|
%
|
||
Thermo
King Enterprises Company
|
100
|
%
|
||
Thermo
King SVC, Inc.
|
100
|
%
|
||
Thermo
King Trading Company
|
100
|
%
|
||
Touch-Plate
International, Inc.
|
100
|
%
|
||
Von
Duprin LLC
|
100
|
%
|
||
WHS
Refrigeration Services, Inc.
|
100
|
%
|
||
Wrathmaiden
Inc.
|
100
|
%
|
||
ZEKS
Compressed Air Solutions LLC
|
100
|
%
|
||
VENEZUELA:
|
||||
Administradora
Lockey CA
|
51
|
%
|
||
Aro
de Venezuela, C.A.
|
100
|
%
|
||
Inversora
Lockey de Venezuela CA
|
56
|
%
|
||
Tratamaq
CA
|
42
|
%
|
||
ZAMBIA:
|
||||
Ingersoll-Rand
Limited (Zambia)
|
100
|
%
|
||
ZIMBABWE:
|
||||
Ingersoll-Rand
Zimbabwe (Private) Ltd.
|
100
|
%
|
1.
|
I
have reviewed the annual report on Form 10-K of Ingersoll-Rand Company
Limited for the year ended December 31,
2006;
|
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: March 1, 2007 | /s/ Herbert L. Henkel | |
Herbert L. Henkel |
||
Principal
Executive Officer
|
1.
|
I
have reviewed the annual report on Form 10-K of Ingersoll-Rand Company
Limited for the year ended December 31,
2006;
|
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: March 1, 2007 | / s/ Timothy R. McLevish | |
Timothy R. McLevish |
||
Principal
Financial Officer
|