SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
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 28, 1996 By /S/William M. Menaghan
William M. Menaghan
Benefits Committee Member
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.
4 to No. 2-64708) of Ingersoll-Rand Company of our report dated
June 17, 1996 appearing on page 5 of this Form 11-K.
/S/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
June 28, 1996
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, 1995 and 1994:
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, 1995 and 1994:
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, 1995 and 1994, 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 17, 1996
5<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
COMBINED PLAN SUMMARY
STATEMENT OF FINANCIAL CONDITION
December 31 1995 1994
Assets:
Investments at current value:
Combined Trust Fixed Income Fund $133,722,453 $122,082,549
Combined Trust Mutual Fund 121,019,034 82,721,898
Combined Trust Ingersoll-Rand
Company Stock Fund 183,035,949 165,420,837
437,777,436 370,225,284
Participant loans receivable, net 24,120,786 20,154,381
Contributions receivable, net 2,820,869 3,921,394
Total assets 464,719,091 394,301,059
Plan equity $464,719,091 $394,301,059
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
For the years ended December 31 1995 1994
Contributions:
Participants $ 36,428,015 $ 33,343,082
Company, net 9,798,714 12,230,877
46,226,729 45,573,959
Income(Loss):
Dividends and interest 18,540,683 12,999,366
Net appreciation (depreciation)
of investments (including
dividends in 1994) 45,684,603 (33,331,145)
Net income (loss) 64,225,286 (20,331,779)
Total 110,452,015 25,242,180
Participant withdrawals and
distributions 40,215,502 44,998,657
Transfers (from) other funds, net (86,819) (92,027)
Transfers (from) to other plans, net (94,700) 212,019
Net increase (decrease) in plan
equity 70,418,032 (19,876,469)
Plan equity at beginning of year 394,301,059 414,177,528
Plan equity at end of year $464,719,091 $394,301,059
See accompanying notes to financial statements.
6<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
FIXED INCOME FUND
STATEMENT OF FINANCIAL CONDITION
December 31 1995 1994
Assets:
Investments at current value:
Combined Trust Fixed Income Fund $133,722,453 $122,082,549
Contributions receivable, net 1,310,243 1,475,511
Total assets 135,032,696 123,558,060
Fund equity $135,032,696 $123,558,060
STATEMENT OF INCOME AND CHANGES IN FUND EQUITY
For the years ended December 31 1995 1994
Contributions:
Participants $ 17,479,531 $ 16,954,123
Income:
Interest 7,698,329 7,770,184
Net income 7,698,329 7,770,184
Transfers from (to) other funds, net 2,356,769 (5,966,227)
Total 27,534,629 18,758,080
Participant withdrawals and
distributions 16,096,516 17,798,977
Transfers (from) other plans,
net (36,523) (2,858)
Net increase in fund equity 11,474,636 961,961
Fund equity at beginning of year 123,558,060 122,596,099
Fund equity at end of year $135,032,696 $123,558,060
See accompanying notes to financial statements.
7<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
MUTUAL FUND
STATEMENT OF FINANCIAL CONDITION
December 31 1995 1994
Assets:
Investments at current value:
Combined Trust Mutual Fund $121,019,034 $82,721,898
Contributions receivable, net 1,129,178 990,683
Total assets 122,148,212 83,712,581
Fund equity $122,148,212 $83,712,581
STATEMENT OF INCOME AND CHANGES IN FUND EQUITY
For the years ended December 31 1995 1994
Contributions:
Participants $ 14,077,987 $12,111,653
Income:
Dividends and interest 5,335,362 3,759,251
Net appreciation(depreciation) of
investments 25,602,673 (3,464,344)
Net income 30,938,035 294,907
Transfers from (to) other funds, net 1,127,498 (1,792,330)
Total 46,143,520 10,614,230
Participant withdrawals and
distributions 7,770,548 8,021,457
Transfers (from) to other plans, net (62,659) 169,061
Net increase in fund equity 38,435,631 2,423,712
Fund equity at beginning of year 83,712,581 81,288,869
Fund equity at end of year $122,148,212 $83,712,581
See accompanying notes to financial statements.
8<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
COMPANY STOCK FUND
STATEMENT OF FINANCIAL CONDITION
December 31 1995 1994
Assets:
Investments at current value:
Combined Trust Ingersoll-Rand
Company Stock Fund $183,035,949 $165,420,837
Contributions receivable, net 381,448 1,455,200
Total assets 183,417,397 166,876,037
Fund equity $183,417,397 $166,876,037
STATEMENT OF INCOME AND CHANGES IN FUND EQUITY
For the years ended December 31 1995 1994
Contributions:
Participants $ 4,870,497 $ 4,277,306
Company, net 9,798,714 12,230,877
14,669,211 16,508,183
Income (Loss):
Dividends 3,844,442 0
Net appreciation (depreciation)
of investments (including
dividends in 1994) 20,081,930 (29,866,801)
Net income (loss) 23,926,372 (29,866,801)
Transfers (to) from other funds, net (6,681,904) 5,231,898
Total 31,913,679 (8,126,720)
Participant withdrawals and
distributions 15,367,837 18,414,889
Transfers to other plans,net 4,482 45,651
Net increase (decrease) in fund
equity 16,541,360 (26,587,260)
Fund equity at beginning of year 166,876,037 193,463,297
Fund equity at end of year $183,417,397 $166,876,037
See accompanying notes to financial statements.
9<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
LOAN FUND
STATEMENT OF FINANCIAL CONDITION
December 31 1995 1994
Participant loans receivable, net $24,120,786 $20,154,381
Fund equity $24,120,786 $20,154,381
STATEMENT OF INCOME AND CHANGES IN FUND EQUITY
For the years ended December 31 1995 1994
Transfers from other funds
for loans $14,526,476 $12,233,700
Interest income from loans 1,662,550 1,469,931
16,189,026 13,703,631
Transfers to other funds
for repayments 11,242,020 9,615,014
Transfers to other plans, net 0 165
Participant distributions 980,601 763,334
Net increase in fund equity 3,966,405 3,325,118
Fund equity at beginning of year 20,154,381 16,829,263
Fund equity at end of year $24,120,786 $20,154,381
See accompanying notes to financial statements.
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 at participating locations. Members of
collective bargaining units may not participate in the plan.
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 1995 and 1994,
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.
Effective October 1, 1995, the plan was amended to provide for an
offset in the part of company match contributions under the plan
with an equivalent benefit to the plan participants under the
Ingersoll-Rand/Clark Leveraged Employee Stock Ownership Plan
(LESOP). Amounts accrued under the plan prior to the effective
date of this amendment will remain in the plan unaffected.
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.
Participant accounts are kept in units and are valued on a daily
basis.
12<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
The Benefits Committee, appointed by the company's board of
directors, administers 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.
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.
Use of Estimates:
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
Valuation of Investments:
Plan assets are part of the Combined Trust, which provides
unified investment management. Chase 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, the Putnam
Guaranteed Horizon Accounts and the Putnam Managed Account, 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 contains short-term debt,
including commercial paper, bank certificates of deposit and
collateralized repurchase agreements. The carrying value of
13<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
these investments is a reasonable estimate of their current value
due to the short-term nature of the instruments. All investments
are issued or guaranteed by the U.S. government or its agencies.
Repurchase agreements are secured by such instruments.
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
the trade date. Realized gains or losses are the difference
between the proceeds received and the participant's average unit
cost.
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 or LESOP 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 $737,713 in 1995 and
$775,550 in 1994 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.
14<PAGE>
INGERSOLL-RAND COMPANY
SAVINGS AND STOCK INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Benefit obligations:
Employee distributions to terminated employees are recorded in
each fund's financial statements, when paid. The approved and
unpaid amounts were $4,038,929 and $1,580,622 at December 31,
1995 and 1994, respectively. These amounts are reflected as
liabilities on the plan's Form 5500.
NOTE 3 - FIXED INCOME FUND:
Investments in the Fixed Income Fund at December 31 were as
follows:
1995 1994
Group annuity contracts with:
The Travelers Companies $ 4,428,355 $ 4,179,665
Hartford Life Insurance
Company 0 3,537,641
Putnam Guaranteed Horizon
Accounts 77,702,758 134,335,405
Putnam Managed Account 89,191,183 0
Chase Domestic Liquidity Fund 13,483,488 25,338,550
Chase Cash Account 103 53,338
Total Combined Trust Fixed
Income Fund 184,805,887 167,444,599
Less: Other plans 51,083,434 45,362,050
Plan Investment in Fixed Income Fund $133,722,453 $122,082,549
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 5.95% for 1995
and is set at 6.50% for 1996. 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
At December 31, 1995, certain assets of the plan are invested in
synthetic investment contracts. The Putnam Guaranteed Horizon
Accounts and the Putnam Managed Account consist principally of an
investment agreement between the company and Putnam and a wrapper
contract with a financially responsible third party which provides
liquidity or benefit-responsiveness.
The Putnam Guaranteed Horizon Accounts under contract at December 31,
1995 were:
Average Net Crediting
Amount Yield Interest Rate Maturity Date
$ 6,959,870 5.24% 5.44% February 15, 1998
23,924,784 5.29% 7.44% December 22, 1997
15,324,134 5.19% 5.93% May 15, 1997
31,493,970 5.35% 6.22% November 15, 1999
$77,702,758
The contract value of the Putnam Managed Account at December 31,
1995 was $89,191,183. This contract has no maturity date and
ends upon written notice.
The contract values of the Putnam Guaranteed Horizon Accounts and
Putnam Managed Account approximate the current values at December
31, 1995.
The average yield for 1995 of the Putnam Managed Account was
6.02%. The net crediting rate at December 31, 1995 was 6.21%.
The net crediting rate for all synthetic investment contracts is
reset twice a year, on January 1 and July 1. In no event shall
the net crediting rate be reset below 0%
The Chase Domestic Liquidity Fund reported an annualized rate of
return of 5.81% for the year ending December 31, 1995 and 5.14%
for the three months ending December 31, 1994.
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:
1995 1994
Fidelity Fund $ 8,901,110 $ 5,257,312
Growth and Income Portfolio 39,440,377 25,207,138
U.S. Equity Index Portfolio 58,776,728 42,195,285
Magellan Fund 53,489,060 35,882,913
Total Combined Trust Mutual Fund 160,607,275 108,542,648
Less: Other plans 39,588,241 25,820,750
Plan investment in Mutual Fund $121,019,034 $82,721,898
These funds cost $127,913,945 and $105,942,797 at December 31,
1995 and 1994, respectively.
Net realized and unrealized appreciation or (depreciation) of
investments for the years ended December 31, 1995 and 1994 was as
follows:
1995 1994
Fidelity Fund $ 1,341,840 $ (206,522)
Growth and Income Portfolio 7,736,459 (1,279,974)
U.S. Equity Index Portfolio 14,353,970 (912,415)
Magellan Fund 10,246,129 (2,049,851)
Total Combined Trust Mutual Fund 33,678,398 (4,448,762)
Less: Other plans 8,075,725 (984,418)
Net plan appreciation (depreciation) $25,602,673 $(3,464,344)
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:
1995 1994
Ingersoll-Rand Company common stock $198,743,432 $180,368,797
Chase Domestic Liquidity Fund 2,002,775 1,763,309
Cash 9 0
Total Combined Trust Ingersoll-Rand
Company Stock Fund 200,746,216 182,132,106
Less: Other plans 17,710,267 16,711,269
Plan investment in Ingersoll-Rand
Company Stock Fund $183,035,949 $165,420,837
The Company Stock Fund investment in company common stock at
December 31, 1995 and 1994, included 5,658,176 shares and
5,727,782 shares, respectively. At December 31, 1995 and 1994,
these shares cost $125,136,230 and $116,759,698, respectively.
Net realized and unrealized appreciation or (depreciation) of
investments for the years ended December 31, 1995 and 1994 was as
follows:
1995 1994
Combined Investment Trust $ 22,059,385 $(33,005,910)
Less: Other plans 1,977,455 (3,139,109)
Net plan appreciation (depreciation) $ 20,081,930 $(29,866,801)
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 1995, the interest rate on new
loans was 8% during the first half of the year, and became 9%
effective July 1, 1995. The loan rate will be adjusted each
quarter thereafter in order to reflect the current prime rate.
The interest rate on new loans in 1994 was 8%. 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 $(67,817) and $212,019 in 1995 and 1994,
respectively. Transfers to (from) Dresser Industries were
$(31,364) in 1995. There were no other significant plan to plan
transfers.
19<PAGE>
