INGERSOLL RAND CO
10-Q, 1994-05-13
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT
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                                      FORM 10-Q 


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549



         X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                    For the quarterly period ended March 31, 1994
                                          or

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from         to        



                            Commission File Number 1-985 


                                INGERSOLL-RAND COMPANY                        
                 Exact name of registrant as specified in its charter


            New Jersey                                 13-5156640             
      State of incorporation                I.R.S. Employer Identification No.


            Woodcliff Lake, New Jersey                  07675                 
      Address of principal executive offices           Zip Code   


                                    (201) 573-0123                            
                   Telephone number of principal executive offices



     Indicate by check mark whether the registrant (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports), and (2) has been subject to
     such filing requirements for the past 90 days.
     Yes . X .        No . . .


     The number of shares of common stock outstanding as of April 29, 1994 was 
     105,463,740. <PAGE>
 







                                INGERSOLL-RAND COMPANY

                                      FORM 10-Q
                                                     

                                        INDEX






     PART I.  FINANCIAL INFORMATION                                      Page

              Condensed Consolidated Balance Sheet at
              March 31, 1994 and December 31, 1993                         3

              Condensed Consolidated Income Statement for
              the three months ended March 31, 1994 and 1993               4

              Condensed Consolidated Statement of Cash Flows
              for the three months ended March 31, 1994 and 1993           5

              Notes to Condensed Consolidated Financial Statements        6-7

              Management's Discussion and Analysis of Financial
              Condition and Results of Operations                         8-12

              Exhibit 11 - Computations of Primary and
              Fully Diluted Earnings Per Share                           13-14


     PART II. OTHER INFORMATION                                           15


     SIGNATURES                                                           17


















                                          2 <PAGE>
 



                            PART I.  FINANCIAL INFORMATION

                                INGERSOLL-RAND COMPANY

                         CONDENSED CONSOLIDATED BALANCE SHEET
                                    (in thousands)

                                        ASSETS
                                                      MARCH 31,    DECEMBER 31,
                                                        1994           1993    
     Current assets:
         Cash and cash equivalents                   $  227,406      $  227,993
         Marketable securities                            5,392           6,172
         Accounts and notes receivable, net of
            allowance for doubtful accounts             829,326         797,525
         Inventories                                    735,065         713,690
         Prepaid expenses and deferred taxes            170,839         156,780
            Total current assets                      1,968,028       1,902,160

     Investments and advances:
         Dresser-Rand Company                           108,891         112,630
         Partially-owned equity companies               160,376         158,645
                                                        269,267         271,275

     Property, plant and equipment, at cost           1,696,003       1,665,428
         Less - accumulated depreciation                816,854         790,284
            Net property, plant and equipment           879,149         875,144

     Intangible assets, net                             104,252         105,855
     Deferred income taxes                               83,970          90,913
     Other assets                                       130,588         129,985

            Total assets                             $3,435,254      $3,375,332

                                LIABILITIES AND EQUITY
     Current liabilities:
         Loans payable                               $  236,465      $  206,939
         Accounts payable and accruals                  821,244         817,385
            Total current liabilities                 1,057,709       1,024,324

     Long-term debt                                     313,219         314,136
     Postemployment liabilities                         516,258         515,787
     Ingersoll-Dresser Pump Company minority interest   146,935         146,331
     Other liabilities                                   25,285          24,929

     Shareowners' equity:
         Common stock                                   218,271         217,879
         Other shareowners' equity                    1,157,577       1,131,946
            Total shareowners' equity                 1,375,848       1,349,825

            Total liabilities and equity             $3,435,254      $3,375,332

     See accompanying notes to condensed consolidated financial statements.





                                          3 <PAGE>
 



                                INGERSOLL-RAND COMPANY

                       CONDENSED CONSOLIDATED INCOME STATEMENT
                       (in thousands except per share figures)



                                                          Three Months Ended
                                                               March 31,    

                                                          1994          1993

        NET SALES                                   $1,010,308      $952,105
        Cost of goods sold                             775,924       728,042
        Administrative, selling and service
          engineering expenses                         174,257       178,913
        Operating income                                60,127        45,150
        Interest expense                                11,871        13,878
        Other income (expense), net                     (2,153)        1,424
        Dresser-Rand income                              5,700         6,100
        Ingersoll-Dresser Pump Company 
          minority interest                                184          (315)
        Earnings before income taxes                    51,987        38,481
        Provision for income taxes                      18,975        13,853

        Earnings for the period before
          the effect of accounting change               33,012        24,628
        Effect of accounting change
          (Net of income tax benefit):
          - Postemployment benefits                         --       (21,000)

        Net earnings                                $   33,012      $  3,628

        Average number of common
          shares outstanding                           105,402       104,754

        Net earnings per common share before
          the effect of accounting change               $ 0.31        $ 0.24

        Effect of accounting change:
          - Postemployment benefits                         --         (0.20)

        Net earnings per common share                   $ 0.31        $ 0.04

        Dividends per common share                      $0.175        $0.175



        See accompanying notes to condensed consolidated financial
        statements.








                                          4 <PAGE>
 



                               INGERSOLL-RAND COMPANY 

                    CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (in thousands)

                                                          Three Months Ended
                                                               March 31,    

                                                           1994         1993
        Cash flows from operating activities:
          Net earnings                                 $ 33,012     $  3,628
          Adjustments to arrive at net cash
            provided by operating activities:
          Effect of accounting change                        --       21,000
          Depreciation and amortization                  31,811       30,917
          Equity earnings/loss, net of dividends         (5,846)      (9,165)
          Minority interests in earnings                     17       (3,322)
          Deferred income taxes                           6,943        1,402
          Other noncash items                                99        1,523
          Changes in other assets and
            liabilities, net                            (57,396)     (58,455)
            Net cash provided by (used in)
              operating activities                        8,640      (12,472)

        Cash flows from investing activities:
          Capital expenditures                          (36,204)     (22,412)
          Proceeds from sales of property, plant
            and equipment                                 2,268        2,930
          Decrease in marketable securities                 796        7,108
          Cash invested in or advances to
            equity companies                              9,717       32,139
          Net cash (used in) provided by
            investing activities                        (23,423)      19,765

        Cash flows from financing activities:
          Increase (decrease) in short-term
            borrowings                                   27,990      (10,818)
          Proceeds from long-term debt                    1,769      100,506
          Payments of long-term debt                     (1,035)     (68,585)
          Net change in debt                             28,724       21,103
          Dividends paid                                (18,453)     (18,340)
          Other                                           2,284        2,443
          Net cash provided by financing
            activities                                   12,555        5,206

        Effect of exchange rate changes
        on cash and cash equivalents                      1,641       (1,394)

        Net (decrease) increase in cash and
          cash equivalents                                 (587)      11,105
        Cash and cash equivalents -
          beginning of period                           227,993      216,832
        Cash and cash equivalents - end of period      $227,406     $227,937

        See accompanying notes to condensed consolidated financial
        statements.


                                          5 <PAGE>
 



                                INGERSOLL-RAND COMPANY

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


        Note 1 - In the opinion of management, the accompanying condensed
                 consolidated financial statements contain all adjustments
                 (consisting only of normal recurring accruals) necessary to
                 present fairly the consolidated unaudited financial position
                 and results of operations for the three months ended March
                 31, 1994 and 1993.  

        Note 2 - Inventories of appropriate domestic manufactured inventories
                 of standard products are valued on the last-in, first-out
                 (LIFO) method and all other inventories are valued using the
                 first-in, first-out (FIFO) method.  The composition of
                 inventories for the balance sheets presented was as follows
                 (in thousands):

                                                March 31,     December 31,
                                                  1994            1993    

                   Raw materials and supplies  $  125,037     $    121,083
                   Work-in-process                303,580          295,829
                   Finished goods                 474,053          462,677
                                                  902,670          879,589
                   Less - LIFO reserve            167,605          165,899
                   Total                       $  735,065     $    713,690

                 Work-in-process inventories are stated after deducting
                 customer progress payments of $17,391,000 at March 31, 1994
                 and $14,395,000 at December 31, 1993.

        Note 3 - The company's investment in the Dresser-Rand partnership at
                 March 31, 1994 and December 31, 1993 was $138,989,000 and   
                 $133,867,000, respectively.  The company owed Dresser-Rand
                 $30,098,000 at March 31, 1994 and $21,237,000 at December
                 31, 1993.

                 Net sales of Dresser-Rand were $310.3 million for the three
                 months ended March 31, 1994 and $268.7 million for the three
                 months ended March 31, 1993; and gross profit was $49.1
                 million and $51.8 million, respectively.  Dresser-Rand's net
                 income for the three months ended March 31, 1994 was $11.6
                 million and $13.8 million for the three months ended March
                 31, 1993.












                                          6 <PAGE>
 



                                INGERSOLL-RAND COMPANY

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (continued)



        Note 3 - Continued:

                 The summarized financial position of Dresser-Rand was as
                 follows (in thousands):

                                                  March 31,     December 31,
                                                    1994            1993    

                   Current assets                $  454,962     $    489,122
                   Property, plant and
                     equipment, net                 211,751          220,604
                   Other assets and investments      20,647           18,531
                                                    687,360          728,257

                   Deduct:
                   Current liabilities              294,132          321,629
                   Noncurrent liabilities           190,006          188,211
                                                    484,138          509,840
                   Net partners' equity 
                     and advances                $  203,222     $    218,417

        Note 4 - In February 1993, the company issued $100 million of notes
                 at 6 7/8% per annum, which are not redeemable prior to
                 maturity in 2003.  The proceeds from these notes were used
                 to redeem $68 million of the company's outstanding
                 8.05% Debentures Due 2004 and for general corporate
                 purposes.

        Note 5 - On July 20, 1993, the company sold substantially all of its
                 underground coal-mining machinery assets to Long-Airdox
                 Company.  In connection with this sale, the company recorded
                 a $5 million restructure of operations charge, during the
                 1993 second quarter.

        Note 6 - Effective August 1, 1993, the company acquired the
                 Kunsebeck, Germany, needle and cylindrical bearing business
                 of FAG Kugelfischer Georg Schafer AG of Schweinfurt,
                 Germany.













                                          7 <PAGE>
 



                                INGERSOLL-RAND COMPANY

                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OF FINANCIAL CONDITION AND
                                RESULTS OF OPERATIONS        



            First quarter 1994 net sales totalled $1.0 billion, 6.1 percent
        higher than the amount reported for the first three months of 1993. 
        Operating income for the first quarter totalled $60.1 million, or
        approximately one-third higher than the amount reported for the
        comparable 1993 quarter.

            The company reported net earnings of $33.0 million, or 31 cents
        per common share, for the first quarter of 1994.  Net earnings for
        the first three months of 1993, before the effect of the retroactive
        adoption of an accounting change, totalled $24.6 million, or 24 cents
        per common share.  The 1993 accounting change related to the
        company's adoption, effective January 1, 1993, of Statement of
        Financial Accounting Standards No. 112, "Employers' Accounting for
        Postemployment Benefits".  The 1993 adoption of this statement
        resulted in a one-time after-tax charge of $21.0 million, or 20 cents
        per share.  After considering this charge, the company reported net
        earnings of $3.6 million, or four cents per share for the three
        months ended March 31, 1993.

            The ratio of cost of goods sold to sales for the first quarter of
        1994 reflects a slight deterioration from 1993's first quarter
        primarily due to unabsorbed costs associated with the severe winter
        weather experienced by a number of the company's plants located in
        the Northeast, which were closed for periods up to one week during
        the early part of the quarter.  The ratio of administrative, selling
        and service engineering expenses to sales during the first three
        months of 1994 decreased significantly over 1993's first quarter due
        to the combined effect of last year's restructuring activity at
        Ingersoll-Dresser Pump Company and the continued effect of the
        company's efforts from cost-containment programs.

            There were no LIFO (last-in, first-out) inventory liquidations
        during the first quarter of 1994 or 1993.

            Other income (expense), net, aggregated $2.2 million of net
        expense for the three months ended March 31, 1994.  This represents a
        $3.6 million unfavorable change from the $1.4 million of income
        reported for the first quarter of 1993.  The principal reasons for
        this change are:

        o   losses from foreign exchange activity totalled $1.1 million in
            the current quarter versus $391,000 in the comparable 1993
            quarter; and,

        o   a reduction in equity earnings from partially-owned affiliated
            companies of approximately $3 million.




                                          8 <PAGE>
 



                                INGERSOLL-RAND COMPANY

                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OF FINANCIAL CONDITION AND
                                RESULTS OF OPERATIONS        
                                     (continued)


            The company's pretax profits from its 49 percent interest in
        Dresser-Rand Company (another partnership between Dresser and the
        company) totalled $5.7 million for the first quarter of 1994,
        compared to $6.1 million for the three months ended March 31, 1993.

            The Ingersoll-Dresser Pump Company's minority interest represents
        Dresser's interest in the operating results of IDP.  The first
        quarter of 1994 reflects a benefit to the company of $184,000, which
        indicates that this joint venture produced a net loss at the
        partnership level of approximately $375,000 during the first three
        months of 1994.  During the first quarter of 1993, the company
        recorded a charge to pretax earnings of approximately $315,000, which
        indicated that IDP generated net income at the partnership level of
        approximately $640,000 in the comparable 1993 period.  It should be
        noted that despite a ten percent decrease in sales for the IDP
        venture for the first quarter of 1994 versus last year, benefits
        derived from cost-containment and restructuring programs helped to
        generate operating income during the first quarter of 1994 which was
        close to last year's level.

            Interest expense for the first three months of the year decreased
        by $2.0 million from the $13.9 million incurred during the first
        quarter of 1993.  This decrease is the composite result of lower
        outstanding debt and an overall lower effective interest rate in the
        first quarter of 1994 when compared to 1993.

            The company's effective tax rates were 36.5 percent and 36.0
        percent for the three months ended March 31, 1994 and 1993,
        respectively.  These rates represent the company's forecast of its
        effective tax position for each year.  The company's effective tax
        rate differs from the statutory rate of 35 percent mainly due to
        state income taxes and some foreign earnings being taxed at higher
        rates.  The effective tax rate for the full year 1993 was 35.5
        percent.

            The results for the first quarter of the year benefitted from the
        combination of business improvements in most of the company's
        domestic markets including auto, housing and construction and a
        continued emphasis on cost-containment programs throughout the
        company.  International business has generally reflected a modest
        increase during the first quarter of 1994 when compared to the first
        three months of last year.  Incoming orders totalled $1,137.4 million
        and represents an increase of 5.7 percent over the 1993 first quarter
        total of $1,075.8 million.  The Production Equipment Group and IDP
        were the only operations within the company which failed to report
        meaningful increases in first quarter bookings levels when compared
        to the first quarter of 1993.  The company's backlog of orders at



                                          9 <PAGE>
 



                                INGERSOLL-RAND COMPANY

                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OF FINANCIAL CONDITION AND
                                RESULTS OF OPERATIONS        
                                     (continued)


        March 31, 1994, believed by it to be firm, was approximately
        $1,032 million, which reflects an increase of $110 million over the
        December 31, 1993 balance.  The company estimates that approximately
        90 percent of the backlog will be shipped during the next twelve
        months.


        Liquidity and Capital Resources

            The company's financial position at March 31, 1994 did not change
        materially from December 31, 1993.  In the first three months of
        1994, working capital increased by approximately $32.5 million to
        $910.3 million at March 31, 1994 from December 31, 1993's balance of
        $877.8 million.  The current ratio at March 31, 1994 was 1.9 to 1,
        which equalled the ratio at December 31, 1993.

            The company's cash, cash equivalents and marketable securities
        decreased by $1.4 million during the first three months of 1994 to
        $232.8 million from $234.2 million at December 31, 1993.  This
        decrease is the net effect of a general decrease in cash and cash
        equivalents of approximately $2.2 million, a $0.8 million decrease in
        marketable securities and a $1.6 million increase attributed to the
        effect of currency movements during the first quarter of the year.

            Receivables totalled $829.3 million at March 31, 1994, which
        represents a $31.8 million increase from the $797.5 million reported
        at December 31, 1993.  This increase is the net effect of a strong
        selling period towards the end of the first quarter offset by
        aggressive collection efforts and the effect of foreign currency
        translation during the first three months of 1994.

            Inventories totalled $735 million at March 31, 1994,
        approximately $21 million higher than the December 31, 1993 level. 
        The activity during the first quarter of 1994 represents the net
        effect of the normal first quarter build of domestic inventories
        increased slightly by the change in exchange rates on the
        international inventories.

            Long-term debt, including current maturities, at the end of the
        first quarter, totalled $397 million, which approximated the year-end
        balance.

            The company's March 31, 1994 debt-to-capital ratio was 29/71,
        which reflects a slight increase from the 28/72 ratio at December 31,
        1993.





                                          10 <PAGE>
 



                                INGERSOLL-RAND COMPANY

                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OF FINANCIAL CONDITION AND
                                RESULTS OF OPERATIONS        
                                     (continued)


            During the first three months of 1994, foreign currency
        adjustment resulted in a net increase of approximately $5 million in
        shareowners' equity, caused by the weakening of the U.S. dollar
        against other currencies.  Currency changes in Italy, Australia,
        Singapore and Japan accounted for virtually all of this change.  The
        translation of accounts receivable and inventories were the principal
        balance sheet items affected by the currency fluctuations since year-
        end.

        Environmental Matters

            Environmental matters at March 31, 1994 remain substantially
        unchanged from December 31, 1993.  The company has been identified as
        a potentially responsible party in environmental proceedings brought
        under both the federal Superfund law and state remediation laws,
        involving 29 sites within the United States.  For all sites, there
        are other potentially responsible parties and in most instances, the
        company's involvement is minimal.  Although there is a possibility
        that a responsible party might have to bear more than its
        proportional share of site clean-up costs if other responsible
        parties fail to make contributions, the company has not yet had, and
        to date there is no indication that it will have, to bear more than
        its proportional share of clean-up costs at any site.  The company
        also is engaged in site investigations and remedial activities to
        address environmental cleanup from past operations at current and
        former manufacturing facilities.  Although uncertainties regarding
        environmental technology, state and federal regulations, insurance
        coverage and individual site information make estimating the
        liability difficult, management believes that the total liability for
        the cost of environmental remediation will not have a material effect
        on the financial condition or the results of operations of the
        company.

        Review of Business Segments

            The Standard Machinery Segment reported sales of $319.2 million
        for the first three months of 1994, an increase of 7.5 percent from
        last year's first quarter.  The segment's operating income for the
        quarter totalled $22.9 million and represents a 67.2 percent increase
        over the $13.7 million reported for 1993's first quarter.  The
        increase in sales is attributed to a double-digit improvement in
        domestic markets combined with a slight improvement in international
        business.  The domestic increase in sales volume is more pronounced
        when you adjust 1993's first quarter sales for underground coal
        mining equipment, which was sold effective June 30, 1993.  The Air
        Compressor and Construction and Mining groups reported marked
        improvements in their operating income margins, the result of
        improved domestic operations and continued benefits from cost-
        containment programs.

                                          11 <PAGE>
 



                                INGERSOLL-RAND COMPANY

                         MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OF FINANCIAL CONDITION AND
                                RESULTS OF OPERATIONS        
                                     (continued)


            Engineered Equipment Segment's sales for the first quarter of
        1994 totalled $203.5 million, down 9.2 percent from the $224.0
        million reported for the first three months of 1993.  The segment
        reported an operating loss of $1.8 million for the first quarter of
        1994, as compared to $0.8 million of operating income in last year's
        first quarter.  Sales from Ingersoll-Dresser Pump Company declined by
        approximately ten percent both domestically and internationally from
        the amounts reported for the first three months of 1993.  Benefits
        derived from cost-containment and restructuring programs, however,
        helped to generate operating income during the first quarter of the
        year which was close to last year's level.

            Process Systems Group's sales were also approximately ten percent
        below 1993's first quarter due to the continued depressed conditions
        in the pulp and paper industry.  The reduced volume caused the group
        to report an operating loss for the quarter.

            The Bearings, Locks and Tools Segment reported sales of $487.6
        million for the first quarter of 1994, which is 13.1 percent above
        last year's first quarter total of $431.3 million.  Operating income
        totalled $47.4 million, which was significantly higher than the $38.2
        million of operating income reported by the segment for the first
        three months of 1993.

            An increase in demand for automotive-related products and for
        general industrial products caused higher sales and operating income
        in the Bearings and Components Group when compared to last year's
        first quarter.  However, the group's operating results for the
        quarter were adversely affected by the lack of profitability
        generated from its plant in Kunsebeck, Germany, which was acquired in
        the latter part of 1993 from FAG.

            Increases in housing related markets coupled with market share
        penetration produced higher sales and operating income from the Door
        Hardware Group in the first quarter of 1994 when compared to last
        year's performance.

            The Production Equipment Group's sales increased slightly over
        their prior year level.  However, the group's first quarter operating
        income and operating income margin improved notably over the levels
        reported for the first three months of 1993 based on an improving
        domestic market and cost-containment benefits.








                                          12 <PAGE>
 



                                                      PART I - EXHIBIT 11
                                                      Page 1 of 2

                                INGERSOLL-RAND COMPANY

             COMPUTATIONS OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
                       (in thousands except per share figures)

                                                         Three Months Ended
                                                              March 31,    
                                                           1994        1993

        PRIMARY EARNINGS PER SHARE (NOTE 1):
        Earnings before effect of accounting change    $ 33,012    $ 24,628
        Effect of accounting change:
          - Postemployment benefits                          --     (21,000)

        Net earnings applicable to common stock        $ 33,012    $  3,628

        Average number of common shares outstanding     105,402     104,754

        PRIMARY EARNINGS PER SHARE:
        Earnings before effect of accounting change       $0.31      $ 0.24
        Effect of accounting change:
          - Postemployment benefits                          --       (0.20)

        Primary earnings per share                        $0.31      $ 0.04

        FULLY DILUTED EARNINGS PER SHARE (NOTE 2):(*)
        Earnings before effect of accounting change    $ 33,012    $ 24,628
        Effect of accounting change:
          - Postemployment benefits                          --     (21,000)

        Net earnings applicable to common stock        $ 33,012    $  3,628

        Adjusted shares:
        Average number of common shares outstanding     105,402     104,754
        Number of common shares issuable
          assuming exercise under incentive
          stock plans                                       453         524
        Average number of outstanding shares,
          as adjusted for fully diluted earnings
          per share calculations                        105,855     105,278

        FULLY DILUTED EARNINGS PER SHARE:
        Earnings before effect of accounting change       $0.31       $0.23
        Effect of accounting change:
          - Postemployment benefits                          --       (0.20)

        Fully diluted earnings per share                  $0.31      $ 0.03

        (*)  This calculation is presented in accordance with the Securities
             Exchange Act of 1934, although it is not required disclosure
             under APB Opinion No. 15.

        See accompanying notes to computations of primary and fully diluted
        earnings per share.

                                          13 <PAGE>
 



                                                PART I - EXHIBIT 11
                                                Page 2 of 2

                               INGERSOLL-RAND COMPANY 

                  NOTES TO COMPUTATIONS OF PRIMARY AND FULLY DILUTED
                                  EARNINGS PER SHARE                



        Note 1 -  Shares issuable under outstanding stock plans, applying the
                  "Treasury Stock" method, have been excluded from the
                  computation of primary earnings per share since such shares
                  were less than 1% of common shares outstanding.

             2 -  Net earnings per share of common stock computed on a fully
                  diluted basis are based on the average number of common
                  shares outstanding during each year after adjustment for
                  individual securities which may be dilutive.  Securities
                  entering into consideration in making this calculation are
                  common shares issuable under employee stock plans. 
                  Employee stock options outstanding are included in the
                  calculation of fully diluted earnings per share by applying
                  the "Treasury Stock" method quarterly.  Such calculations
                  are made using the higher of the average month-end market
                  prices or the market price at the end of the quarter, in
                  order to reflect the maximum potential dilution.  































                                          14 <PAGE>
 



                               INGERSOLL-RAND COMPANY 

                              PART II - OTHER INFORMATION           



        Item 6 -  Exhibits and Reports on Form 8-K

                  a.) Exhibits

                      The exhibits listed on the accompanying index to
                      exhibits on page 16 are filed as part of this Form 10-Q
                      Quarterly Report.

                  b.) Reports on Form 8-K

                      None.









































                                          15 <PAGE>
 



                               INGERSOLL-RAND COMPANY 

                                  INDEX TO EXHIBITS
                                     (Item 6(a))




                  Description                              Page

        12        Computations of Ratios of
                  Earnings to Fixed Charges                18-19














































                                          16 <PAGE>
 



                                INGERSOLL-RAND COMPANY

                                      SIGNATURES



        Pursuant to the requirements of the Securities Exchange Act of 1934,
        the registrant has duly caused this report to be signed on its behalf
        by the undersigned thereunto duly authorized.


                                       INGERSOLL-RAND COMPANY
                                            (Registrant)






        Date    May 13, 1994            /S/ T.F. McBride                  
                                       T.F. McBride, Senior Vice
                                       President & Chief Financial Officer 

                                       Principal Financial Officer



        Date    May 13, 1994            /S/ R.A. Spohn                    
                                       R.A. Spohn, Controller - 
                                       Accounting and Reporting            

                                       Principal Accounting Officer


























                                          17 <PAGE>

 

<TABLE>
                                             INGERSOLL-RAND COMPANY                         EXHIBIT 12
                               COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES          Page 1 of 2
                                          (Dollar Amounts in Thousands)
                                                                    (2) Years Ended December 31            
     Fixed charges:                                     1993         1992        1991        1990      1989
     <S>                                            <C>         <C>          <C>         <C>       <C>
       Interest expense............................ $ 55,764    $  64,698    $ 64,476    $ 71,663  $ 44,049
       Amortization of debt discount and expense...      688          288         265         255       255
       Rentals (one-third of rentals)..............   19,425       20,846      21,229      20,599    17,410
       Capitalized interest........................    3,103        3,460       4,640       4,197     4,336
     Total fixed charges........................... $ 78,980    $  89,292    $ 90,610    $ 96,714  $ 66,050

     Net earnings (loss)........................... $142,524    $(234,406)   $150,589    $185,343  $210,751
     Add:   Minority income (loss) of majority-
              owned subsidiaries...................   13,571      (33,155)      1,938       2,232     1,304
            Taxes on income........................   90,000       67,400      84,600      99,800   100,374
            Fixed charges..........................   78,980       89,292      90,610      96,714    66,050
            Effect of accounting changes...........   21,000      350,000          --          --        --
     Less:  Capitalized interest...................    3,103        3,460       4,640       4,197     4,336
            Undistributed earnings (losses) from
              less than 50% owned affiliates.......   39,933       16,603      13,523       3,327     6,036
     Earnings available for fixed charges ......... $303,039    $ 219,068    $309,574    $376,565  $368,107

     Ratio of earnings to fixed charges ...........     3.84(1)      2.45(3)     3.42(4)     3.89      5.57
     Undistributed earnings (losses) from less
         than 50% owned affiliates:
       Equity in earnings (losses)................. $ 42,077    $  17,865    $ 14,768    $  4,187  $  6,903
         Less:  Dividends paid ....................    2,144        1,262       1,245         860       867
       Undistributed earnings (losses) from 
         less-than 50% owned affiliates............ $ 39,933    $  16,603    $ 13,523    $  3,327  $  6,036

     (1)   The  1993 calculation  includes the  effect of  the  $5 million  pretax charge  relating to  the
           restructure of the company's underground  mining machinery business.  Excluding this amount, the
           ratio would have been 3.90.
     (2)   The company's  portion of the  earnings and fixed charges  of the Dresser-Rand  Company (a joint
           venture formed  effective January 1,  1987 with Dresser  Industries, Inc.)  are included through
           September 30,  1992.   Effective  October  1, 1992,  the  company's ownership  interest  in  the
           Dresser-Rand Company was reduced from 50% to 49%.
     (3)   The 1992 calculation  includes (i) the effect of the  $10 million pretax charge  relating to the
           restructure  of the company's  aerospace bearings business and  (ii) the full  effect of the $70
           million pretax restructure of operations  charge relating to the Ingersoll-Dresser Pump Company.
           Excluding the 1992 restructure charges the ratio would have been 3.35.
     (4)   The  1991 ratio includes the $7.1 million  net pretax benefit from  a restructure of operations.
           Excluding this amount the ratio would have been 3.34.
</TABLE>
                                                       18 <PAGE>
 


                                                                   EXHIBIT 12
                                                                   Page  2 of 2


                                INGERSOLL-RAND COMPANY
                 COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
                            (Dollar Amounts in Thousands)
                      For the Three Months Ended March 31, 1994




        Fixed charges:
          Interest expense  . . . . . . . . . . . . . . .      $12,697
          Amortization of debt discount and expense . . .          120
          Rentals (one-third of rentals)  . . . . . . . .        5,327
          Capitalized interest  . . . . . . . . . . . . .          600
        Total fixed charges . . . . . . . . . . . . . . .      $18,744

        Net earnings  . . . . . . . . . . . . . . . . . .      $33,012
        Add:  Minority income (loss) of majority-
                owned subsidiaries  . . . . . . . . . . .           17
              Taxes on income . . . . . . . . . . . . . .       18,975
              Fixed charges . . . . . . . . . . . . . . .       18,744
        Less: Capitalized interest  . . . . . . . . . . .          600
              Undistributed earnings (losses) from
                less than 50% owned affiliates  . . . . .        7,204
        Earnings available for fixed charges  . . . . . .      $62,944

        Ratio of earnings to fixed charges  . . . . . . .         3.36

        Undistributed earnings (losses) from less
          than 50% owned affiliates:
          Equity in earnings (losses) . . . . . . . . . .      $ 7,486
            Less:  Dividends paid . . . . . . . . . . . .          282
          Undistributed earnings (losses) from 
            less-than 50% owned affiliates  . . . . . . .      $ 7,204





















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