SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM ll-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
or
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Ingersoll-Rand Company
P. O. Box 8738
Woodcliff Lake, New Jersey 07675
1<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Benefits Committee has duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly
authorized.
Ingersoll-Rand Company Savings
and Stock Investment Plan
(Registrant)
Date June 29, 1995 By /S/Donald H. Rice
Donald H. Rice
Benefits Committee Chairman
2<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (Post-Effective Amendment No.
5 to No. 2-64708) of Ingersoll-Rand Company of our report dated
June 22, 1995 appearing on page 5 of this Form 11-K.
/S/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, NJ
June 29, 1995
3<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
Page
Report of independent accountants 5
Statement of financial condition at
December 31, 1994 and 1993:
Combined Plan Summary 6
Fixed Income Fund 7
Mutual Fund 8
Company Stock Fund 9
Loan Fund 10
Statement of income and changes in
plan/fund equity for the years ended
December 31, 1994 and 1993:
Combined Plan Summary 6
Fixed Income Fund 7
Mutual Fund 8
Company Stock Fund 9
Loan Fund 10
Notes to financial statements 11-19
4<PAGE>
Report of Independent Accountants
To the Benefits Committee and Participants
of the Ingersoll-Rand Company Savings and
Stock Investment Plan
In our opinion, the financial statements listed in the
accompanying index present fairly, in all material respects, the
financial position of the Ingersoll-Rand Company Savings and
Stock Investment Plan at December 31, 1994 and 1993, and the
results of its operations and the changes in its plan equity for
the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Benefits Committee; our responsibility is
to express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by the Benefits Committee, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
/S/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
June 22, 1995
5<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
<TABLE>
COMBINED PLAN SUMMARY
STATEMENT OF FINANCIAL CONDITION
December 31 1994 1993
Assets:
Investments at current value:
<S> <C> <C>
Combined Trust Fixed Income Fund $122,082,549 $121,192,704
Combined Trust Mutual Fund 82,721,898 80,256,130
Combined Trust Ingersoll-Rand
Company Stock Fund 165,420,837 192,287,688
370,225,284 393,736,522
Participant loans receivable, net 20,154,381 16,829,263
Contributions receivable, net 3,921,394 3,611,743
Total assets 394,301,059 414,177,528
Plan equity $394,301,059 $414,177,528
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
For the years ended December 31 1994 1993
Contributions:
<S> <C> <C>
Participants $ 33,343,082 $ 32,162,069
Company 12,230,877 11,511,940
45,573,959 43,674,009
Income:
Dividends and interest 12,999,366 13,631,187
Net (depreciation) appreciation
of investments (33,331,145) 55,716,388
Net (loss) income (20,331,779) 69,347,575
Total 25,242,180 113,021,584
Participant withdrawals and
distributions 44,998,657 45,809,609
Transfers (from) other funds, net (92,027) 0
Transfers to (from) other plans, net 212,019 (311,362)
Net (decrease) increase in plan
equity (19,876,469) 67,523,337
Plan equity at beginning of year 414,177,528 346,654,191
Plan equity at end of year $394,301,059 $414,177,528
See accompanying notes to financial statements.
</TABLE>
6<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
FIXED INCOME FUND
<TABLE>
STATEMENT OF FINANCIAL CONDITION
December 31 1994 1993
Assets:
Investments at current value:
<S> <C> <C>
Combined Trust Fixed Income Fund $122,082,549 $121,192,704
Contributions receivable, net 1,475,511 1,403,395
Total assets 123,558,060 122,596,099
Fund equity $123,558,060 $122,596,099
STATEMENT OF INCOME AND CHANGES IN FUND EQUITY
For the years ended December 31 1994 1993
Contributions:
<S> <C> <C>
Participants $16,954,123 $ 17,266,615
Income:
Interest 7,770,184 8,048,111
Net income 7,770,184 8,048,111
Transfers (to) other funds, net (5,966,227) (581,248)
Total 18,758,080 24,733,478
Participant withdrawals and
distributions 17,798,977 18,440,086
Transfers (from) other plans,
net (2,858) (135,844)
Net increase in fund equity 961,961 6,429,236
Fund equity at beginning of year 122,596,099 116,166,863
Fund equity at end of year $123,558,060 $122,596,099
See accompanying notes to financial statements.
</TABLE>
7<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
MUTUAL FUND
<TABLE>
STATEMENT OF FINANCIAL CONDITION
December 31 1994 1993
Assets:
Investments at current value:
<S> <C> <C>
Combined Trust Mutual Fund $82,721,898 $80,256,130
Contributions receivable, net 990,683 1,032,739
Total assets 83,712,581 81,288,869
Fund equity $83,712,581 $81,288,869
STATEMENT OF INCOME AND CHANGES IN FUND EQUITY
For the years ended December 31 1994 1993
<S> <C> <C>
Contributions from participants $12,111,653 $10,848,533
Income:
Dividends and interest 3,759,251 4,837,730
Net (depreciation) appreciation of
investments (3,464,344) 5,115,439
Net income 294,907 9,953,169
Transfers (to) from other funds, net (1,792,330) 6,292,084
Total 10,614,230 27,093,786
Participant withdrawals and
distributions 8,021,457 6,688,769
Transfers to (from) other plans, net 169,061 (107,766)
Net increase in fund equity 2,423,712 20,512,783
Fund equity at beginning of year 81,288,869 60,776,086
Fund equity at end of year $83,712,581 $81,288,869
See accompanying notes to financial statements.
</TABLE>
8<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
COMPANY STOCK FUND
<TABLE>
STATEMENT OF FINANCIAL CONDITION
December 31 1994 1993
Assets:
Investments at current value:
Combined Trust Ingersoll-Rand
<S> <C> <C>
Company Stock Fund $165,420,837 $192,287,688
Contributions receivable, net 1,455,200 1,175,609
Total assets 166,876,037 193,463,297
Fund equity $166,876,037 $193,463,297
STATEMENT OF INCOME AND CHANGES IN FUND EQUITY
For the years ended December 31 1994 1993
Contributions:
<S> <C> <C>
Participants $ 4,277,306 $ 4,046,921
Company 12,230,877 11,511,940
16,508,183 15,558,861
Income:
Net (depreciation) appreciation of
investments (29,866,801) 50,600,949
Net income (29,866,801) 50,600,949
Transfers from (to) other funds, net 5,231,898 (6,071,293)
Total (8,126,720) 60,088,517
Participant withdrawals and
distributions 18,414,889 19,854,396
Transfers to (from) other plans,
net 45,651 (55,561)
Net (decrease) increase in fund
equity (26,587,260) 40,289,682
Fund equity at beginning of year 193,463,297 153,173,615
Fund equity at end of year $166,876,037 $193,463,297
See accompanying notes to financial statements.
</TABLE>
9<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
LOAN FUND
<TABLE>
STATEMENT OF FINANCIAL CONDITION
December 31 1994 1993
<S> <C> <C>
Participant loans receivable, net $20,154,381 $16,829,263
Fund equity $20,154,381 $16,829,263
STATEMENT OF INCOME AND CHANGES IN FUND EQUITY
For the years ended December 31 1994 1993
Transfers from other funds
<S> <C> <C>
for loans $12,233,700 $ 9,500,000
Interest income from loans 1,469,931 745,346
13,703,631 10,245,346
Transfers to other funds
for repayments 9,615,014 9,139,543
Transfers to (from) other
plans, net 165 (12,191)
Participant distributions 763,334 826,358
Net increase in fund equity 3,325,118 291,636
Fund equity at beginning of year 16,829,263 16,537,627
Fund equity at end of year $20,154,381 $16,829,263
See accompanying notes to financial statements.
</TABLE>
10<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN:
The following brief description of the Ingersoll-Rand Company
Savings and Stock Investment Plan (plan) is for general
information purposes. Participants should refer to the plan
document for more complete information.
The Ingersoll-Rand Company (company) adopted the plan for
eligible employees of participating locations. Members of
collective bargaining units may not participate in the plan,
unless provided for in their collective bargaining agreement.
Eligible employees may participate the first day of the month
following 30 calendar days of employment.
Participants may contribute as basic contributions one to six
percent (in whole percentages) of their compensation through
payroll deductions. Participants contributing six percent of
compensation may contribute an additional one to eight percent of
compensation as supplemental contributions. Only basic
contributions receive company matching contributions.
Participants may use before or after-tax dollars for part or all
of their contributions. Contributions are subject to varying
limitations to ensure compliance with Internal Revenue Code
requirements. Participants may change their contribution amounts
at any time effective the first day of the following payroll
period by contacting the recordkeeper through its benefits
information line (BIL).
The plan assets are held in the Combined Investment Trust
(Combined Trust), together with assets from other participating
plans.
Participants may invest their contributions, in multiples of one
percent, in one or more of the following funds:
o Fixed Income Fund - A fund that invests in securities and
debt that produce a fixed rate of return. Investments may
include United States government securities, corporate
bonds, notes, debentures, convertible securities,
preferred stocks, investment funds or investment
contracts.
o Mutual Fund - Participants may select the following
Fidelity Mutual Funds: Fidelity Fund, Growth and Income
Portfolio, U.S. Equity Index Portfolio, and Magellan Fund.
11<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
o Company Stock Fund - A mutual fund consisting primarily of
the company's common stock. This fund limits participant
investment to 50% of current contributions or account
balance on transfers.
Each fund reinvests its income in that fund.
The company matches basic contributions at a rate determined
annually by the company's board of directors. For 1994 and 1993,
the match was set at 50 percent of basic contributions. The plan
requires that company contributions be at least 25 percent, but
no more than 100 percent of participants' basic contributions.
Participant contributions are always 100 percent vested. Company
contributions vest on a seven-year, graded-vesting schedule.
Employees are 20 percent vested after completing three years of
service. The vested percentage then increases in increments of
20 percent per year until fully vested after seven years of
service. All company contributions become 100 percent vested if
the participant's employment terminates due to disability,
retirement or death.
On any business day, participants may change their allocation of
future contributions and transfer prior contributions between
funds. Transfers of prior contributions are in whole percentages
or dollars (with a $250 minimum).
Participants have several options that permit access to their
contributions, earnings and certain vested company contributions.
These options are subject to certain rules and restrictions.
Plan distributions may be in the form of a lump sum, installments
over a maximum of five years or in such other manner that the
Benefits Committee may permit.
The Benefits Committee, appointed by the company's board of
directors, manages the plan. The Finance Committee of the
company's board of directors establishes the plan's investment
policies.
The company intends to continue the plan indefinitely. However,
the company retains the right to discontinue the plan. If the
company discontinues the plan, all participant account balances
become fully vested at the termination date.
12<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The plan follows the accrual method of accounting. Effective
October 1, 1994, Chase Manhattan Bank, NA (Chase) and Coopers &
Lybrand LLP replaced Fidelity Investment Institutional Operations
Company as trustee and recordkeeper, respectively.
Valuation of Investments:
Plan assets are part of the Combined Trust, which provides
unified investment management. Chase (trustee) invests the plan
assets in the various Combined Trust investment funds.
Separate participant accounts are maintained by investment fund.
These accounts record contributions, withdrawals, transfers,
earnings and changes in market value.
The insurance company guaranteed interest contracts and the
Putnam Guaranteed Horizon Accounts are recorded at their
respective contract value. Contract value approximates current
value assuming the trust holds the investment until maturity.
Contract value equals principal plus cumulative interest earned,
reduced by distributions.
The Chase Domestic Liquidity Fund and the Fidelity Retirement
Money Market Portfolio contain short-term debt, including
commercial paper, bank certificates of deposit and collateralized
repurchase agreements. Repurchase agreements are secured by such
instruments. Rates of return on the money-market funds vary with
the instruments purchased and changes in short-term interest
rates.
The financial statements report investments in the Mutual Fund
and the Company Stock Fund at current value based on published
market quotations.
Security Transactions and Investment Income:
Realized gains or losses on security transactions are recorded on
trade date. Realized gains or losses are the difference between
the proceeds received and the participant's average unit cost.
13<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Dividend income is recorded on the ex-dividend date and interest
income is recorded when earned.
The statement of income and changes in plan/fund equity includes
unrealized appreciation or depreciation in accordance with the
policy of stating investments at current value.
Contributions:
Participant and company matching contributions are made to the
Combined Trust within five working days after the end of the
month. Participant contributions for each fund are based on the
participants' investment decisions. The company matching
contributions are made to the Company Stock Fund in cash or
common stock.
Forfeitures:
Forfeitures of nonvested company contributions occur when
participants are terminated. Forfeitures of $775,550 in 1994 and
$777,301 in 1993 were used to reduce future company
contributions.
Expenses of the Plan:
Most expenses for the administration of the plan and the Combined
Trust are paid for by the company. Expenses of the funds related
to the investment and reinvestment of assets are included in the
cost of the related investments.
Benefit obligations:
Employee distributions to terminated employees are recorded in
each fund's financial statements, when paid. The approved and
unpaid amounts were $1,580,622 and $219,707 at December 31, 1994
and 1993, respectively. These amounts are reflected as
liabilities on the plan's Form 5500.
Recently issued financial accounting standards:
The American Institute of Certified Public Accountants has issued
SOP 94-4 "Reporting of Investment Contracts Held by Health and
Welfare Benefit Plans and Defined Contribution Pension Plans"
(SOP), which generally requires that investment contracts should
be recorded at fair value instead of contract value. This SOP is
effective for financial statements beginning after December 15,
1994, except that the application to investment contracts
14<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
entered into before December 31, 1993, is delayed to plan years
beginning after December 15, 1995. Had the SOP been adopted, the
effect would have been immaterial.
NOTE 3 - FIXED INCOME FUND:
Investments in the Fixed Income Fund at December 31 were as
follows:
<TABLE>
1994 1993
Benefit accumulation contracts with
<S> <C> <C>
Aetna Life Insurance Company $ 0 $ 14,711,197
Group annuity contracts with:
The Travelers Companies 4,179,665 3,920,135
Hartford Life Insurance
Company 3,537,641 3,243,161
Putnam Guaranteed Horizon
Accounts 134,335,405 121,719,040
Fidelity Retirement Money-
Market Portfolio 0 17,339,721
Chase Domestic Liquidity Fund 25,338,550 0
Chase Cash Account 53,338 0
Total Combined Trust Fixed
Income Fund 167,444,599 160,933,254
Less: Other Plans 45,362,050 39,740,550
Plan Investment in Fixed Income Fund $122,082,549 $121,192,704
</TABLE>
On December 5, 1994, a $14.7 million benefit accumulation
contract with Aetna matured. The trustee transferred the funds
to the Chase Domestic Liquidity Fund. On December 14, 1993, a
9.3 million benefit accumulation contract with Aetna matured.
The Trustee transferred the funds to the Fidelity Retirement
Money Market Portfolio.
The Travelers Companies' group annuity contract establishes a new
interest rate every December, when the contract renews. The new
rate applies to all funds held in the group annuity contract
during the next plan year. The interest rate was 6.4% for 1994
and is set at 5.95% for 1995. The contract has no final maturity
date and ends upon written notice.
On December 31, 1994, a $3.5 million group annuity contract with
the Hartford Life Insurance Company matured. The trustee
transferred the funds to the Chase Domestic Liquidity Fund on
January 3, 1995.
15<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Certain assets of the plan are invested in Putnam Guaranteed Horizon
accounts. Putnam Fiduciary Trust Company manages these accounts and
provides a guaranteed annual rate of return and specific distributions
through the maturity of the account.
At December 31, 1994, the annual rate of return and maturity dates
were as follows:
<TABLE>
Amount Interest Rate Maturity Date
<C> <C> <S>
$ 10,353,015 8.09% February 15, 1996
10,050,557 8.21% May 15, 1996
18,142,529 4.70% November 15, 1996
15,212,846 6.12% May 15, 1997
22,614,222 7.63% December 22, 1997
20,199,300 5.63% February 15, 1998
37,762,936 6.41% November 15, 1999
$134,335,405
</TABLE>
The Chase Domestic Liquidity Fund reported an annualized rate of
return of 5.14% for the three months ending December 31, 1994.
The Fidelity Retirement Money Market Portfolio reported an
annualized rate of return of 3.71% for the nine months ending
September 30, 1994 and a 2.99% annual rate of return for 1993.
16<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - MUTUAL FUND:
Participants in the Mutual Fund may invest in the Fidelity Fund,
Growth and Income Portfolio, U.S. Equity Index Portfolio and
Magellan Fund. Each fund consists of a portfolio of common
stocks or other securities based on the fund's investment
objective. Prospectuses are available from the Fidelity
Management Trust Company.
Investments in the Mutual Fund at December 31 were as follows:
<TABLE>
1994 1993
<S> <C> <C>
Fidelity Fund $ 5,257,312 $ 4,132,465
Growth and Income Portfolio 25,207,138 22,079,073
U.S. Equity Index Portfolio 42,195,285 45,590,187
Magellan Fund 35,882,913 31,327,038
Total Combined Trust Mutual Fund 108,542,648 103,128,763
Less: Other Plans 25,820,750 22,872,633
Plan investment in Mutual Fund $82,721,898 $80,256,130
</TABLE>
These funds cost $105,942,797 and $94,887,251 at December 31,
1994 and 1993, respectively.
Net realized and unrealized (depreciation) or appreciation of
investments for the years ended December 31, 1994 and 1993 was as
follows:
<TABLE>
1994 1993
<S> <C> <C>
Fidelity Fund $ (206,522) $ (24,150)
Growth and Income Portfolio (1,279,974) 1,800,981
U.S. Equity Index Portfolio (912,415) 2,476,178
Magellan Fund (2,049,851) 2,146,258
Total Combined Trust Mutual Fund (4,448,762) 6,399,267
Less: Other plans (984,418) 1,283,828
Net plan (depreciation) appreciation $(3,464,344) $5,115,439
</TABLE>
17<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - COMPANY STOCK FUND:
Investments in the Company Stock Fund at December 31 were as
follows:
<TABLE>
1994 1993
<S> <C> <C>
Ingersoll-Rand Company common stock $180,368,797 $211,944,551
Chase Liquidity Fund 1,763,309 0
Fidelity Separate U.S. Government
Reserves Portfolio 0 1,462,125
Total Combined Trust Ingersoll-Rand
Company Stock Fund 182,132,106 213,406,676
Less: Other plans 16,711,269 21,118,988
Plan investment in Ingersoll-Rand
Company Stock Fund $165,420,837 $192,287,688
</TABLE>
The Company Stock Fund investment in company common stock at
December 31, 1994 and 1993, included 5,727,782 shares and
5,541,034 shares, respectively. At December 31, 1994 and 1993,
these shares cost $116,759,698 and $103,917,832, respectively.
Net realized and unrealized (depreciation) or appreciation of
investments for the years ended December 31, 1994 and 1993 was as
follows:
<TABLE>
1994 1993
<S> <C> <C>
Combined Investment Trust $(33,005,910) $56,158,664
Less: Other plans (3,139,109) 5,557,715
Net plan (depreciation) appreciation $(29,866,801) $50,600,949
</TABLE>
18<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - LOAN FUND:
The plan allows participants to borrow from their vested account
balances subject to certain limits. Loans are withdrawn from the
participants' accounts in a sequence outlined in the plan.
The Benefits Committee establishes the loan interest rate and
reviews the rate quarterly. In 1994, the interest rate on new
loans was 8%. The interest rate on new loans in 1993 ranged from
8% to 9%.Interest charges begin 60 days after the initial loan
date.
Loans are repaid in equal installments through payroll deductions
over a maximum of five years. Loan repayments consist of
interest and principal, and are reinvested according to the
participant's current investment elections. If a participant
terminates employment with the company, any outstanding loan
balance is considered a distribution.
NOTE 7 - FEDERAL INCOME TAXES:
In June 1991, a favorable determination letter was received from
the Internal Revenue Service indicating that the plan
documentation satisfied the requirements for tax qualification
under Section 401(a) of the Internal Revenue Code. The trust
established for the plan is exempt from federal income tax under
Section 501(a) of the Internal Revenue Code. Filing for certain
amendments is pending. The company believes the plan complies
with Section 401(a); therefore, the financial statements do not
provide for income taxes. Employees defer taxes on income
earned, company contributions and contributions made under the
salary deferral feature. Taxes on employee distributions depend
on the form and amount of such payment.
NOTE 8 - TRANSFERS (FROM) TO OTHER PLANS:
Transfers to (from) the Ingersoll-Dresser Pump Company Savings
and Investment Plan were $212,019 and ($311,362) in 1994 and
1993, respectively. There were no other plan to plan transfers.
19
