UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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 No. 1-985
INGERSOLL-RAND COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 13-5156640
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Woodcliff Lake, New Jersey 07675
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(201)573-0123
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Series A Preference New York, London and
Stock Purchase Rights Amsterdam Stock Exchanges
Common Stock, $2 par value New York, London and
Amsterdam Stock Exchanges
Securities registered pursuant to Section 12(g) of the Act: None
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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ]
The aggregate market value of common stock held by nonaffiliates
on February 27, 1998 was $7,865,808,008 based on the closing price of
such stock on the New York Stock Exchange. This includes the
shares owned by the Registrant's Leveraged Employee Stock
Ownership Plan.
The number of shares of common stock outstanding as of February
27,1998 was 165,734,876.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for fiscal year ended December
31, 1997. With the exception of those portions which are
incorporated by reference into Parts I, II and IV of this Form
10-K Annual Report, the 1997 Annual Report to Shareholders is not
to be deemed filed as part of this report.
Proxy Statement for Annual Meeting of Shareholders to be held
on April 24, 1998. See Part III of this Form 10-K Annual Report
for portions incorporated by reference. (A definitive proxy
statement has been filed with the Commission since the close of
the fiscal year).
PART I
Item 1. BUSINESS
Ingersoll-Rand Company (the company) was organized in
1905 under the laws of the State of New Jersey as a consolidation
of Ingersoll-Sergeant Drill Company and the Rand Drill Company,
whose businesses were established in the early 1870's. Over the
years, the company has supplemented its original business, which
consisted primarily of the manufacture and sale of rock drilling
equipment, with additional products which have been developed
internally or obtained through acquisition.
The following acquisitions have been accounted for as
purchases and, accordingly, each purchase price was allocated to
the acquired assets and assumed liabilities based on their
estimated fair values. The results of operations since the dates
of acquisition are included in the consolidated financial
statements.
o On October 31, 1997, the company purchased all of the
outstanding shares of capital stock of Thermo King Corporation
(Thermo King) together with other equity interests and assets
related to Thermo King, from Westinghouse Electric Corporation,
for an aggregate purchase price of approximately $2.56 billion
in cash. Thermo King designs, manufactures and distributes
transport temperature control systems and service parts for a
variety of mobile applications, including trailers, truck
bodies, seagoing containers, buses and light-rail cars.
o In April 1997, the company completed the acquisition of Newman
Tonks Group PLC (Newman Tonks), a United Kingdom-based
producer of architectural hardware products headquartered in
Birmingham, England. Newman Tonks is a leading manufacturer,
specifier and supplier of branded architectural hardware
products.
o On August 27, 1996, the company acquired for $34.3 million in
cash and the assumption of certain liabilities, substantially
all of the assets of Zimmerman International Corp. (Zimmerman).
Zimmerman manufactures equipment and systems that assist in
handling or lifting tools, components and materials for a
variety of industrial operations.
o On January 31, 1996, the company acquired for $95.4 million in
cash and the assumption of certain liabilities, the Steelcraft
Division of MascoTech, Inc. Steelcraft manufactures a wide
range of cold-rolled and galvanized steel doors for use
primarily in nonresidential construction.
o In May 1995, the company acquired Clark Equipment Company
(Clark) for approximately $1.5 billion in cash. Clark's
business is the design, manufacture and sale of skid-steer
loaders, compact excavators, agricultural equipment, asphalt
paving equipment, transmissions for off-highway equipment
(subsequently sold), golf cars and light utility vehicles.
Dispositions that the company has made in recent years
are as follows:
o On February 14, 1997, the company sold Clark-Hurth Components
Group to Dana Corporation. At December 31, 1996, the net
assets subject to sale totalled $265.7 million and were
classified as current assets on the Consolidated Balance
Sheet. Clark-Hurth Components had been reported as part of
the Engineered Equipment Segment.
o During 1996, the company sold the Process Systems Group in
two separate transactions at a price of approximately $180.3
million. The company recorded a pretax gain of $55 million.
The Process Systems Group had been reported as part of the
Engineered Equipment Segment.
o In May 1995, the company sold the domestic paving equipment
business to Champion Road Machinery Limited of Canada. The
sale was a preacquisition requirement, in order to satisfy
concerns of the United States Justice Department, prior to the
Clark acquisition. The company incurred a $7.1 million pretax
loss associated with this sale.
Products
The company manufactures and sells primarily
nonelectrical machinery and equipment. Principal products
include the following:
Agricultural sprayers Golf cars
Air balancers Hoists
Air compressors & accessories Hydraulic breakers
Air dryers Lubrication equipment
Air logic controls Material handling equipment
Air motors Mining equipment
Air and electric tools Multistage pumps
Architectural hardware trim Needle roller bearings
Asphalt compactors Parts-washing systems
Asphalt pavers Paving equipment
Automated dispensing systems Piston pumps
Automated production systems Pneumatic breakers
Automotive components Pneumatic cylinders
Ball bearings Pneumatic valves
Blasthole drills Portable compressors
Blowers Portable generators
Centrifugal pumps Portable light towers
Compact hydraulic excavators Reciprocating pumps
Construction equipment Road-building machinery
Diaphragm pumps Rock drills
Directional drills Rock stabilizers
Door closers Roller bearings
Door control hardware Rotary drills
Door locks, latches & Rotary pumps
locksets Rough-terrain forklifts
Doors and door frames (steel) Skid-steer loaders
Drilling equipment and Soil compactors
accessories Spray-coating systems
Electrical security systems Submersible pumps
Engineered pumps Transport temperature control
Engine-starting systems systems
Exit devices Utility vehicles
Extrusion pump systems Vacuum pumps
Fastener-tightening systems Vertical turbine pumps
Fluid-handling equipment Waterjet-cutting systems
Foundation drills Water-well drills
Winches
These products are sold primarily under the company's
name and also under other names including ABG, Aro, Beebe, Blaw-
Knox, Bobcat, Carryall, Centac, Centri-Spray, Charles Maire, Club
Car, Crawlair, Cyclone, Dixie-Pacific, Dor-O-Matic, Ecoair,
Elite, Fafnir, Falcon, Glynn-Johnson, GrainTech, Ingersoll-
Dresser Pumps, IRB, Jeumont-Schneider Pumps, Kilian, Klemm, LCN,
Legge, McCartney, Melroe, Monarch, Montabert, NREC, Newman Tonks,
Normbau, Pacific, Phoenix, Pleuger, Promaxx, Rand Equipment,
Samiia, Schlage, Scienco, Sensor I, Sierra, Split Set, Spra-
Coupe, Steelcraft, Tensor I, Thermo King, Titan, Torrington, Von
Duprin, Worthington and Zimmerman.
During the past three years, the division of the
company's sales between capital goods and expendables has been in
the approximate ratio of 60 percent and 40 percent, respectively.
The company generally defines as expendables those products which
are not capitalized by the ultimate user. Examples of such
products are parts sold for replacement purposes, power tools and
needle bearings.
Additional information on the company's business and
financial information about industry segments is presented in
Note 15 to the Consolidated Financial Statements included in the
company's Annual Report to Shareholders for 1997, incorporated by
reference in this Form 10-K Annual Report.
Distribution
The company's products are distributed by a number of
methods which the company believes are appropriate to the type of
product. Sales are made domestically through branch sales
offices and through distributorships and dealers across the
United States. International sales are made through
approximately 60 subsidiary sales and service companies with a
supporting chain of distributors in over 100 countries.
Working Capital
The working capital requirements of the company vary with
respect to the many products and industries in which it is
involved. In general, the requirements of its Engineered
Equipment Segment, which manufactures machinery for specialized
customer needs, involve a relatively long lead time and, at
times, more significant company investment with respect to the
particular product or order. Historically, these orders are
generally covered by progress payments, which reduce the
company's investment in the amount of inventory maintained by
this segment. The products manufactured by the company's
Standard Machinery and Bearings, Locks and Tools segments are
more in the nature of standard equipment. Consequently, a wider
variety must usually be more readily available to meet rapid
delivery requirements. Such working capital requirements are
not, however, in the opinion of management, materially different
from those experienced by the company's major competitors.
Customers
No material part of the company's business is dependent
upon a single customer or very few customers, the loss of any one
of which would have a material adverse effect on the company's
operations.
Competitive Conditions
The company's products are sold in highly competitive
markets throughout the world against products produced by both
foreign and domestic corporations. The principal methods of
competition in these markets relate to price, quality and
service. The company believes that it is one of the leading
manufacturers in the world of a broad line of air compression
systems, anti-friction bearings, construction equipment,
transport temperature control products, air tools, pumps, golf
cars and utility vehicles. In addition, the company believes it
is a leading supplier in domestic markets for locks, other door
hardware products, skid-steer loaders and asphalt paving
equipment.
International Operations
Sales to customers outside the United States, including
domestic sales for export, accounted for approximately 39 percent
of the consolidated net sales in 1997. Information as to
operating income by geographic area is set forth in Note 15 to
the Consolidated Financial Statements included in the company's
Annual Report to Shareholders for 1997, incorporated by reference
in this Form 10-K Annual Report. Sales outside of the United
States are made in more than 100 countries; therefore, the
attendant risks of manufacturing or selling in a particular
country, such as nationalization and establishment of common
markets, would not have a significant effect on the company's
international operations.
Raw Materials
The company manufactures many of the components included
in its products. The principal raw materials required for the
manufacture of the company's products are purchased from numerous
suppliers, and the company believes that available sources of
supply will generally be sufficient for its needs for the
foreseeable future.
Backlog
The company's approximate backlog of orders at December
31, 1997, believed by it to be firm, was $398 million for the
Standard Machinery Segment, $399 million for the Engineered
Equipment Segment and $576 million for the Bearings, Locks and
Tools Segment as compared to $335 million, $369 million and $638
million, respectively, at December 31, 1996. The acquisition of
Thermo King added an additional $172 million in backlog. These
backlog figures are based on orders received. While the major
portion of the company's products are built in advance of order
and either shipped or assembled from stock, orders for
specialized machinery or specific customer application are
submitted with extensive lead time and are often subject to
revision, deferral, cancellation or termination. The company
estimates that approximately 90 percent of the backlog will be
shipped during the next twelve months.
Research, Engineering and Development
The company maintains extensive research, engineering and
development facilities for experimenting, testing and developing
high quality products. The company employs approximately 1,744
professional employees for its research, engineering and
development activities. The company spent $216 million in 1997,
$209 million in 1996 and $190 million in 1995 on research,
engineering and development.
Patents and Licenses
The company owns numerous patents and patent applications
and is licensed under others. While it considers that in the
aggregate its patents and licenses are valuable, it does not
believe that its business is materially dependent on its patents
or licenses or any group of them. In the company's opinion,
engineering and production skills, and experience are more
responsible for its market position than patents or licenses.
Environmental Matters
The company has been and continues to be dedicated to an
environmental program to reduce the utilization and generation of
hazardous materials during the manufacturing process and to
remediate identified environmental concerns. As to the latter,
the company currently is engaged in site investigations and
remedial activities to address environmental cleanup from past
operations at current and former manufacturing facilities.
During 1997, the company spent approximately $9 million
on capital projects for pollution abatement and control and an
additional $5 million for environmental remediation expenditures
at sites presently or formerly owned or leased by the company.
It should be noted that these amounts are difficult to estimate
because environmental improvement costs are generally a part of
the overall improvement costs at a particular plant, and the
accurate estimate of which portion of an improvement or a capital
expenditure relates to an environmental improvement is difficult
to ascertain. The company believes that these expenditure levels
will continue and may increase over time. Given the evolving
nature of environmental laws, regulations and technology, the
ultimate cost of future compliance is uncertain.
The company is a party to environmental lawsuits and
claims, and has received notices of potential violations of
environmental laws and regulations from the Environmental
Protection Agency and similar state authorities. It is
identified as a potentially responsible party (PRP) for cleanup
costs associated with off-site waste disposal at approximately 38
federal Superfund and state remediations sites, excluding sites
as to which the company's records disclose no involvement or as
to which the company's liability has been fully determined. For
all sites there are other PRPs and in most instances, the
company's site involvement is minimal. In estimating its
liability, the company has assumed it will not bear the entire
cost of remediation of any site to the exclusion of other PRPs
who may be jointly and severally liable. The ability of other
PRPs to participate has been taken into account, based generally
on the parties' financial condition and probable contribution on
a per site basis. Additional lawsuits and claims involving
environmental matters are likely to arise from time to time in
the future.
Although uncertainties regarding environmental
technology, state and federal laws and regulations and individual
site information make estimating the liability difficult,
management believes that the total liability for the cost of
remediation and environmental lawsuits and claims will not have a
material effect on the financial condition, results of operations
liquidity or cash flows of the company for any year. It should
be noted that when the company estimates its liability for
environmental matters, such estimates are based on current
technologies and the company does not discount its liability or
assume any insurance recoveries.
Employees
There are approximately 46,600 employees of the company
throughout the world, of whom approximately 29,100 work in the
United States and 17,500 in foreign countries. Approximately 31%
percent of the company's United States production and maintenance
employees, who work in 14 plants, are represented by 8 unions.
The company believes relations with its employees are good.
Item 2. PROPERTIES
The company's executive offices are located at Woodcliff
Lake, New Jersey. Manufacturing and assembly operations are
conducted in 61 plants in the United States; 5 plants in Canada;
39 plants in Europe; 11 plants in Asia; 7 plants in Latin America
and 1 plant in Africa. The company also maintains various
warehouses, offices and repair centers in the United States,
Canada and abroad.
Substantially all plant facilities are owned by the
company and the remainder are under long-term lease. The company
believes that its plants and equipment have been well-maintained
and are generally in good condition. The company has several
closed facilities that it is actively marketing with the intent
of selling them at their net realizable value.
The operating segments for which the facilities are
primarily used are as described below. Facilities that produce
products in several operating segments are classified by the
products which they primarily manufacture. Facilities under
long-term lease are included below and are not significant to
each operating segment's total number of plants or square
footage.
Standard Machinery
This segment's products include machinery regularly used
in general manufacturing and in industries such as mining and
construction. Products range from blasthole drills used in
mining and construction, small air compressors found worldwide in
auto service stations, skid-steer loaders and golf cars. The
segment is aligned into four operating groups: Air Compressor,
Construction and Mining, Melroe, and Club Car. The segment's
remaining manufacturing locations are as follows:
Approximate
Number of Plants Square Footage
Domestic 11 3,321,000
International 10 1,852,000
Total 21 5,173,000
Engineered Equipment
This segment was organized into three operating groups: Pump,
Process Systems (sold in 1996) and Clark-Hurth (sold February
1997). The remaining products manufactured by this segment are
predominantly pumps for diversified industrial use and specialty
pumps for process, power generation and marine applications. The
segment's remaining manufacturing facilities are as follows:
Approximate
Number of Plants Square Footage
Domestic 7 1,682,000
International 15 1,921,000
Total 22 3,603,000
Bearings, Locks and Tools
This segment primarily serves the automotive, capital
goods, energy and construction industries. Products in this
segment include bearings for specialized and industrial
application, locks and architectural hardware for residential and
commercial buildings, air tools for industrial use, air winches,
hoists and engine starting systems, and automated production
systems for transportation equipment manufacturers. There are
three operating groups in this segment: Bearings and Components
Group, Production Equipment Group and Architectural Hardware
Group (formerly known as Door Hardware Group). The segment's
manufacturing facilities are as follows:
Approximate
Number of Plants Square Footage
Domestic 37 7,388,000
International 28 2,949,000
Total 65 10,337,000
Acquisition of Newman Tonks added six additional domestic plants
with 623,000 square feet as well as 10 international plants with
512,000 square feet.
Thermo King
This segment principally operates in one industry that includes
the design, manufacture, and distribution of transport
temperature control equipment. These products are primarily used
in the transport temperature control business for trailers, truck
bodies, seagoing containers, buses and light-rail cars. Thermo
King was acquired on October 31, 1997.
Approximate
Number of Plants Square Footage
Domestic 6 1,457,000
International 10 1,234,000
Total 16 2,691,000
Item 3. LEGAL PROCEEDINGS
In the normal course of business, the company is involved
in a variety of lawsuits, claims and legal proceedings, including
proceedings for off-site waste disposal cleanup of approximately
38 sites under federal Superfund and similar state laws. In the
opinion of the company, pending legal matters are not expected to
have a material adverse effect on the results of operations,
financial condition, liquidity or cash flows.
See also the discussion under Item 1 - Environmental
Matters.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the company's
security holders during the last quarter of its fiscal year ended
December 31, 1997.
The following information is included in accordance with the
provision of Part III, Item 10.
Date of
Service as Principal Occupation and
an Executive Other Information
Name and Age Officer for Past Five Years
James E. Perrella(62) 5/4/77 Chairman of the Board,
President and Chief
Executive Officer,
Director (President and
Director, 1992 - 1993)
J. Frank Travis(62) 2/7/90 Vice Chairman of the Board,
(Executive Vice President
1993-1996; Executive
Vice President and
President of the
Production Equipment
Group, 1994 - 1995; Vice
President and President
of the Bearings and
Components Group, 1992 -
1993)
Paul L. Bergren(48) 12/2/92 Executive Vice President,
(Vice President, President
of the Air Compressor Group,
President of
Ingersoll-Rand Europe,
1994 - 1997)
Brian D. Jellison(52) 2/7/96 Executive Vice President,
(Vice President and
President of the
Architectural Hardware
Group, 1995 - 1998;
President of the Door
Hardware Group,1994 - 1995;
President, Von Duprin, 1988 -
1994)
Steven T. Martin(56) 5/2/96 Executive Vice President
(Vice President and
President of Production
Equipment Group,1996 - 1998;
President of Production Equipment
Group 1995 - 1996; Vice President
and General Manager Fafnir Bearings
Division of Torrington, 1986 - 1995)
David W. Devonshire(52) 1/12/98 Senior Vice President and
Chief Financial Officer,
(Senior Vice President and
Chief Financial Officer,
Owens Corning 1993 - 1997;
Corporate Vice President, Finance
Honeywell Inc., 1992 - 1993)
William J. Armstrong(56) 8/3/83 Vice President and Treasurer
Gerard V. Geraghty(47) 5/2/96 Vice President, President
of the Construction
and Mining Group (Vice
President and
Comptroller, 1996 - 1998;
Controller - Operations,
1993 - 1996; Assistant
Controller 1988 - 1993)
Frederick W. Hadfield(61) 8/1/79 Vice President and President
of Ingersoll Dresser Pump
Company (Vice President,
1979 - 1994)
Daniel E. Kletter(59) 2/7/90 Vice President (Vice
President and President of
the Construction and
Mining Group, 1989 - 1994)
Patricia Nachtigal(51) 11/2/88 Vice President and General
Counsel
Allen M. Nixon(57) 2/1/95 Vice President and President
of Bearing and Components
Group (Vice President and
General Manager Torrington
Needle Bearings Division,
1983 - 1994)
James R. O'Dell(59) 12/3/88 Vice President
Nicholas J. Pishotti(57) 4/10/95 Vice President - Strategic
Sourcing (General Manager,
Aircraft Engine Sourcing
Department, General
Electric Company, 1988 -
1995)
Donald H. Rice(53) 2/1/95 Vice President (Executive
Director - Human Resources
1994; Vice President,
Human Resources - Bearings
and Components Group, 1988
- 1993)
Charles R. Hoge(41) 2/4/98 Vice President and President
and Chief Executive
Officer of Melroe Company
Gerald E. Swimmer(53) 5/1/82 Vice President
Marvin L. Walrath (55) 12/1/97 Vice President and Chief
Information Officer
(Executive Director,
Information Technology
1997; Vice President
and General Manager -
Small Air and Recip
Divisions, 1997; Vice
President and General
Manager - Small Compressor
Division 1990 - 1997)
Ronald G. Heller(51) 2/6/91 Secretary and Assistant
General Counsel
No family relationship exists between any of the above-listed
executive officers of the company. All officers are elected to
hold office for one year or until their successors are elected
and qualify.
PART II
Note: All applicable share prices and dividends per share
amounts have been restated to reflect the September 2, 1997 three-
for-two stock split.
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Information regarding the principal market for the
company's common stock and related stockholder matters are as
follows:
Quarterly share prices and dividends for the common stock are
shown in the following tabulation. The common shares are listed
on the New York Stock Exchange and also on the London and
Amsterdam exchanges.
Common Stock
High Low Dividend
1997
First quarter $32 7/8 $28 9/16 $.137
Second quarter 41 3/4 27 13/16 .137
Third quarter 45 9/16 37 1/2 .150
Fourth quarter 46 1/4 34 11/16 .150
High Low Dividend
1996
First quarter $28 9/16 $23 3/8 $.123
Second quarter 29 9/16 24 13/16 .123
Third quarter 31 5/8 25 1/4 .137
Fourth quarter 31 3/4 27 1/16 .137
The Bank of New York (Church Street Station, P.O. Box
11258, New York, NY 10286-1258, (800)524-4458) is the transfer
agent, registrar and dividend reinvestment agent.
There are no significant restrictions on the payment of
dividends. The approximate number of record holders of common
stock as of February 27, 1998 was 11,990.
Item 6. SELECTED FINANCIAL DATA
Selected financial data for the five years ended December
31, 1997, is as follows (in millions except per share amounts):
December 31 1997 1996 1995 1994 1993
Net sales $7,103.3 $6,702.9 $5,729.0 $4,507.5 $4,021.1
Net earnings 380.5 358.0 270.3 211.1 142.5
Total assets 8,415.6 5,621.6 5,563.3 3,596.9 3,375.3
Long-term debt 2,528.0 1,163.8 1,304.4 315.9 314.1
Shareholders'
equity 2,341.4 2,090.8 1,795.5 1,531.3 1,349.8
Basic earnings
per common share $2.33 $2.22 $1.70 $1.33 $0.91
Diluted earning
per common share $2.31 $2.21 $1.69 $1.33 $0.90
Dividends per
common share 0.57 0.52 0.49 0.48 0.47
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis of financial
condition and results of operations is included as Financial
Review and Management Analysis in Exhibit 13 - the Annual Report
to Shareholders for 1997 and is incorporated by reference in this
Form 10-K Annual Report.
Forward-looking Statements
Information provided by the company in this 1997 Annual
Report on Form 10-K, in periodic reports on Form 10-Q, in press
releases and in statements made by employees in oral discussions
may constitute or contain "forward-looking statements" as that
term is defined in the Private Securities Litigation Reform Act
of 1995 or by the Securities and Exchange Commission in its
rules, regulations and releases. Forward-looking statements
represent the company's expectations concerning future events
and, by their nature, involve risk and uncertainty.
The company cautions investors that forward-looking
statements are not guarantees of future performance. A variety
of factors could cause business conditions and actual results to
differ materially from expected results contained in forward-
looking statements. The company includes among those factors the
following: changes in the rate of economic growth in the United
States and in other major international economies; impacts of
unusual items resulting from ongoing evaluations of
organizational structures, business strategies and acquisitions
and dispositions; significant changes in trade, monetary and
fiscal policies worldwide; currency fluctuations among the U.S.
dollar and other currencies; demand for company products;
distributor inventory levels; performance issues with key
suppliers and subcontractors; failure to achieve the company's
productivity targets; costs and effects of unanticipated legal
and administrative proceedings; and, competitor actions, such as
unanticipated pricing actions or cost reduction strategies and
entry into direct product line competition.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The discussion under the caption "Financial Review
and Management Analysis - Financial Market Risk" in the Annual
Report to Shareholders for 1997 (filed as Exhibit 13 to this Form 10-K
Annual Report), is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements and supplementary
financial information included in the accompanying Annual Report
to Shareholders for 1997 are incorporated by reference in this
Form 10-K Annual Report:
(a) The consolidated financial statements and the report
thereon of Price Waterhouse LLP dated February 3, 1998, are
included as Exhibit 13 - the Annual Report to Shareholders
(excluding the Financial Review and Management Analysis) for
1997.
(b) The unaudited quarterly financial data for the
two-year period ended December 31, 1997, is as follows (in
millions except per share amounts):
Net Cost of Operating Net
1997 sales goods sold income earnings
First quarter $1,639.4 $1,228.4 $166.6 $ 77.8
Second quarter 1,837.4 1,355.5 209.6 111.6
Third quarter 1,694.0 1,250.8 179.7 97.1
Fourth quarter 1,932.5 1,429.0 204.4 94.0
Year 1997 $7,103.3 $5,263.7 $760.3 $380.5
1996
First quarter $1,604.9 $1,208.8 $150.6 $ 74.5
Second quarter 1,761.9 1,338.0 176.3 92.3
Third quarter 1,595.8 1,206.7 148.7 81.9
Fourth quarter 1,740.3 1,276.4 207.9 109.3
Year 1996 $6,702.9 $5,029.9 $683.5 $358.0
1997 1996
Basic Diluted Basic Diluted
earnings per earnings per earnings per earnings per
common share common share common share common share
First quarter $0.48 $0.48 $0.46 $0.46
Second quarter 0.68 0.68 0.58 0.57
Third quarter 0.60 0.58 0.50 0.50
Fourth quarter 0.57 0.57 0.68 0.68
Year $2.33 $2.31 $2.22 $2.21
Item 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is (i) incorporated
by reference in this Form 10-K Annual Report from pages 1 through
5, 17 and 18 of the company's definitive proxy statement for the
Annual Meeting of Shareholders to be held on April 24, 1998, and
(ii) included after Item 4 in Part I of this Form 10-K Annual
Report.
Item 11. EXECUTIVE COMPENSATION
Information on executive compensation is incorporated by
reference in this Form 10-K Annual Report from pages 7 through 17
of the company's definitive proxy statement for the Annual
Meeting of Shareholders to be held on April 24, 1998.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information on security ownership of directors and
nominees, directors and officers as a group and certain
beneficial owners is incorporated by reference in this Form 10-K
Annual Report on pages 4 and 5 of the company's definitive proxy
statement for the Annual Meeting of Shareholders to be held on
April 24, 1998.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by Item 13 is incorporated by
reference in this Form 10-K Annual Report from page 17 of the
company's definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 24, 1998.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) 1. and 2. Financial statements and financial statement
schedules
The financial statements, together with the
report thereon of Price Waterhouse LLP dated
February 3, 1998, included as Exhibit 13
(excluding Financial Review and Management
Analysis) and the unaudited quarterly financial
data included in Part II Item 8(b) are
incorporated by reference in this Form 10-K
Annual Report. The financial statement schedule
listed in the accompanying index should be read
in conjunction with the financial statements in
such Annual Report to Shareholders for 1997.
Separate financial statements for all 50
percent or less owned companies, accounted for
by the equity method have been omitted because
no individual entity constitutes a significant
subsidiary.
3. Exhibits
The exhibits listed on the accompanying
index to exhibits are filed as part of this Form
10-K Annual Report.
(b) Reports on Form 8-K
A Current Report on Form 8-K (Item 2) dated
October 31, 1997 reporting on the company's
acquisition of Thermo King Corporation.
A Current Report on Form 8-K (Items 5 and 7)
dated November 6, 1997 filing the Selling Agency
Agreement to issue Medium-Term Notes having an
aggregate initial offering price of up to
$750,000,000.
A Current Report on Form 8-K (Items 5 and 7)
dated November 19, 1997 filing a Pricing
Agreement to issue $200,000,000 aggregate
principal amount of 6.391% Debentures Due 2027.
A Current Report on Form 8-K (Items 5 and 7)
dated November 19, 1997 filing the Debt
Securities Underwriting Agreement Standard
Provisions to issue debt securities having an
aggregate initial offering price of up to
$1,050,000,000.
A Current Report on Form 8-K (Items 5 and 7)
dated November 20, 1997 filing a Pricing
Agreement to issue $200,000,000 aggregate
principal amount of 6.443% Debentures Due 2027.
A Current Report on Form 8-K (Items 5 and 7)
dated November 21, 1997 filing a Pricing
Agreement to issue $400,000,000 aggregate
principal amount of 6.255% Notes Due 2001.
INGERSOLL-RAND COMPANY
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14 (a) 1 and 2)
Form
10-K
Consolidated Financial Statements:
Report of independent accountants *
Consolidated balance sheet at
December 31, 1997 and 1996 *
For the years ended December 31, 1997, 1996
and 1995:
Consolidated statement of income *
Consolidated statement of shareholders'
equity *
Consolidated statement of cash flows *
Notes to consolidated financial statements *
Selected unaudited quarterly financial data **
Financial Statement Schedule:
Report of independent accountants on
financial statement schedule See below
Consolidated schedule for the years ended
December 31, 1997, 1996 and 1995:
Schedule II -- Valuation and Qualifying
Accounts See below
* See Exhibit 13 - Ingersoll-Rand Company Annual Report to
Shareholders for 1997.
** See Item 8 Financial Statements and Supplementary Data.
Financial statement schedules not included in this Form 10-K
Annual Report have been omitted because they are not applicable
or the required information is shown in the financial statements
or notes thereto.
Financial statements of the company's 50 percent or less owned
companies, are omitted because individually they do not meet the
significant subsidiary test of Rule 3-09 of Regulation S-X.
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Ingersoll-Rand Company:
Our audits of the consolidated financial statements referred to
in our report dated February 3, 1998, which is included as part
of Exhibit 13 - the Annual Report to Shareholders for 1997 of
Ingersoll-Rand Company, (which report and consolidated financial
statements are incorporated by reference in this Annual Report on
Form 10-K), also included an audit of the Financial Statement
Schedule listed in Item 14(a) of this Form 10-K. In our opinion,
this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/S/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
February 3, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statements on
Form S-3 (No. 333-38367, No. 333-37019, and No. 333-34029) and to
the incorporation by reference in the Registration Statements on
Form S-8 (No. 333-42133, No. 333-19445, No. 333-00829, No. 33-
35229, and No. 2-98258) of Ingersoll-Rand Company of our report
dated February 3, 1998, which is included as part of Exhibit 13 -
the Annual Report to Shareholders for 1997, which is incorporated
in this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report on the Financial
Statement Schedule, which appears on this page.
/S/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Morristown, New Jersey
March 6, 1998
SCHEDULE II
INGERSOLL-RAND COMPANY
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
(Amounts in millions)
Additions
charged to
Balance at costs and Balance
beginning expenses Deductions at end
Description of year (*) (**) of year
1997
Doubtful accounts $34.3 $11.7 $12.1 $33.9
1996
Doubtful accounts $38.3 $ 8.6 $12.6 $34.3
1995
Doubtful accounts $25.9 $17.8 $ 5.4 $38.3
(*) "Additions" include foreign currency translation.
(**) "Deductions" include accounts and advances written off,
less recoveries.
INGERSOLL-RAND COMPANY
INDEX TO EXHIBITS
(Item 14(a))
Description
2 Stock Purchase Agreement, dated as of September 12, 1997,
between Westinghouse Electric Corporation, and the Registrant.
Incorporated by reference from Form 8-K of Ingersoll-Rand
Company, dated September 17, 1997.
3 (i) Amendment to Restated Certificate of Incorporation of
Ingersoll-Rand Company filed May 28, 1992. Incorporated by
reference to Form 10-K of Ingersoll-Rand Company for the year
ended December 31, 1993, filed March 30, 1994.
3 (ii) Amendment to Restated Certificate of Incorporation of
Ingersoll-Rand Company filed August 20, 1997. Incorporated by
reference to Form S-3 filed October 2, 1997.
3 (iii) Restated Certificate of Incorporation of Ingersoll-Rand
Company as amended through May 28, 1992. Incorporated by
reference to Form 10-K of Ingersoll-Rand Company for the year
ended December 31, 1993, filed March 30, 1994.
3 (iv) By-Laws of Ingersoll-Rand Company, as amended through
September 1, 1997. Incorporated by reference to Form S-3 filed
October 2, 1997.
4 (i) Rights Agreement, dated as of December 7, 1988, as amended
by Amendment No. 1 thereto dated as of December 7, 1994.
Incorporated by reference from Form 8-A of Ingersoll-
Rand Company filed on December 12, 1988, and Form 8-A/A of
Ingersoll-Rand Company filed December 15, 1994.
4 (ii) Indenture, dated as of August 1, 1986 between Ingersoll-
Rand Company and The Bank of New York, as Trustee, as
supplemented. Incorporated by reference to Exhibits 4.1, 4.2 and
4.3 of the company's Form S-3 Registration Statement No. 33-
39474.
4 (iii) Ingersoll-Rand Company is a party to several long-term
debt instruments under which in each case the total amount of
securities authorized does not exceed 10% of the total assets of
Ingersoll-Rand Company and its subsidiaries on a consolidated
basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of
Regulation S-K, Ingersoll-Rand Company agrees to furnish a copy
of such instruments to the Securities and Exchange Commission
upon request.
10 (iii) The following exhibits constitute management contracts
or compensatory plans or arrangements required by Item 601 of
Regulation S-K.
10 (iii) (a) Management Incentive Unit Plan of Ingersoll- Rand
Company. Amendment to the Management Incentive Unit Plan,
effective January 1, 1982. Amendment to the Management
Incentive Unit Plan, effective January 1, 1987. Amendment to the
Management Incentive Unit Plan, effective June 3, 1987.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
for the year ended December 31, 1993, filed March 30, 1994.
10 (iii) (b) Ingersoll-Rand Company Directors Deferred
Compensation and Stock Award Plan. Incorporated by reference to
Form 10-K for the year ended December 31, 1996, filed March 26,
1997.
10 (iii) (c) Forms of Contingent Compensation Agreements with
Vice Presidents and/or Group Presidents of Ingersoll-Rand
Company. Filed herewith.
10 (iii) (d) Description of Bonus Arrangements for Executive Vice
President of Ingersoll-Rand Company. Filed herewith.
10 (iii) (e) Description of Bonus Arrangements for Chairman,
President and Staff Officers. Incorporated by reference to Form
10-K of Ingersoll-Rand Company for the year ended December 31,
1993, filed March 30, 1994.
10 (iii) (f) Form of Change of Control Agreement with Chairman
and Chief Executive Officer of Ingersoll-Rand Company.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
for the year ended December 31, 1995, filed March 29, 1996.
10 (iii) (g) Form of Change of Control Agreement with selected
executive officers other than Chairman of Ingersoll-Rand Company.
Incorporated by reference to Form 10-K of Ingersoll-Rand Company
for the year ended December 31, 1995, filed March 29, 1996.
10 (iii) (h) (1) Executive Supplementary Retirement Agreement for
selected executive officers. Incorporated by reference to Form
10-K of Ingersoll-Rand Company for the year ended December 31, 1993,
filed March 30, 1994.
10 (iii) (i) (2) Executive Supplementary Retirement Agreement for
selected executive officers. Incorporated by reference to Form
10-K for the year ended December 31, 1996, filed March 26, 1997.
10 (iii) (j) Incentive Stock Plan of 1985 of Ingersoll-Rand
Company. Incorporated by reference to Form 10-K of Ingersoll-
Rand Company for the year ended December 31, 1993, filed March
30, 1994.
10 (iii) (k) Forms of insurance and related letter agreements
with certain executive officers. Incorporated by reference to
Form 10-K of Ingersoll-Rand Company for the year ended December
31, 1993, filed March 30, 1994.
10 (iii) (l) Incentive Stock Plan of 1990 of Ingersoll-Rand
Company. Incorporated by reference to Form 10-K of Ingersoll-
Rand Company for the year ended December 31, 1993, filed March
30, 1994.
10 (iii) (m) Restated Supplemental Pension Plan. Incorporated
by reference to Form 10-K of Ingersoll-Rand Company for the year
ended December 31, 1995, filed March 29, 1996.
10 (iii) (n) Supplemental Stock and Savings Investment Plan
effective as of January 1, 1989. Incorporated by reference to
Form 10-K of Ingersoll-Rand Company for the year ended December
31, 1993, filed March 30, 1994.
10 (iii) (o) Supplemental Retirement Account Plan effective
as of January 1, 1989. Incorporated by reference to Form
10-K of Ingersoll-Rand Company for the year ended December 31,
1993, filed March 30, 1994.
10 (iii) (p) Incentive Stock Plan of 1995 of Ingersoll-Rand
Company. Incorporated by reference to the Notice of 1995 Annual
Meeting of Shareholders and Proxy Statement dated March 15, 1995.
See Appendix A of the Proxy Statement dated March 15, 1995.
10 (iii) (q) Senior Executive Performance Plan. Incorporated
by reference to the Notice of 1995 Annual Meeting of Shareholders
and Proxy Statement dated March 15, 1995. See Appendix B of the
Proxy Statement dated March 15, 1995.
10 (iii) (r) Elected Officers Supplemental Plan. Incorporated
by reference to Form 10-K of Ingersoll-Rand Company for the year
ended December 31, 1995, filed March 29, 1996.
10 (iii) (s) Selected Executive Officer Employment Agreement.
Incorporated by reference to Form 10-K of Ingersoll-Rand
Company for the year ended December 31, 1995, filed
March 29, 1996.
10 (iii) (t) Executive Deferred Compensation and Stock Award
Plan. Incorporated by reference to Form 10-K for the year ended
December 31, 1996, filed March 26, 1997.
10 (iii) (u) Senior Vice President and Chief Financial
Officer Employment Agreement. Filed herewith.
11 (i) Computation of Basic Earnings Per Share. Filed herewith.
11 (ii) Computation of Diluted Earnings Per Share. Filed
herewith.
12 Computations of Ratios of Earnings to Fixed Charges.
Filed herewith.
13 Ingersoll-Rand Company Annual Report to Shareholders
for 1997. Not deemed to be filed as part of this report
except to the extent incorporated by reference. Filed herewith.
18 Letter dated August 11, 1995 from Price Waterhouse
LLP regarding change in accounting method. Incorporated
by reference to Form 10-Q of Ingersoll-Rand Company for
the quarterly period ended June 30, 1995 reported under
Item 6, Exhibits.
21 List of Subsidiaries of Ingersoll-Rand Company.
Filed herewith.
27 Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
INGERSOLL-RAND COMPANY
(Registrant)
By /S/David W. Devonshire
Date March 6, 1998
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
Chairman, President,
Chief Executive Officer
and Director (Principal
/S/ James E. Perrella Executive Officer) March 6, 1998
(James E. Perrella)
Senior Vice President
Chief Financial Officer
(Principal Financial
/S/ David W. Devonshire and Accounting Officer) March 6, 1998
(David W. Devonshire)
/S/ Joseph P. Flannery Director March 6, 1998
(Joseph P. Flannery)
/S/ Constance J. Horner Director March 6, 1998
(Constance J. Horner)
/S/ H. William Lichtenberger Director March 6, 1998
(H. William Lichtenberger)
/S/ Theodore E. Martin Director March 6, 1998
(Theodore E. Martin)
/S/ Orin R. Smith Director March 6, 1998
(Orin R. Smith)
/S/ Richard J. Swift Director March 6, 1998
(Richard J. Swift)
/S/ J.Frank Travis Director March 6, 1998
(J. Frank Travis)
/S/ Tony L. White Director March 6, 1998
(Tony L. White)
EXHIBIT 10(iii)(c)
TO: VICE PRESIDENT AND/OR GROUP PRESIDENT
SUBJECT: BONUS CONTRACT FOR 1998
The bonus plan applying to you for 1998 is outlined below:
1. Should your operating group attain worldwide operating
income of $________, you will receive a bonus of % of
your annual salary rate in effect on December 31, 1998.
2. For each $_________ by which your worldwide operating income
exceeds $___________ up to $___________, you will receive __%
of your salary. For each $_________ over $___________, you
will receive _% of your salary.
3. If you achieve a productivity improvement of ___%, you will
receive an additional _% of your salary.
4. If you attain _____% accounts receivable and inventory as a
percent of sales, you will receive _% of your salary. For each
___% reduction thereafter, you will receive an additional _% of
your salary.
5. You may receive an additional discretionary award of up to __%
of your salary. The award will be based upon your individual
achievements and the accomplishments of your Group. Your
performance related to reengineering of business processes will
be a major factor in determining the amount of bonus awarded
under this paragraph especially in our company-wide procurement
initiative and the year 2000 project. Any award also will be
dependent upon the Company's overall performance.
6. The maximum bonus award on the sum of paragraphs (1) and (2)
will be limited to __% of your salary. The maximum bonus award
on paragraph (3) will be __% of salary. The maximum bonus
award on paragraph (4) will be __% of salary. The maximum
award on the sum of paragraphs (1) through (4) will be limited
to ___% of salary.
7. Should the Company achieve or exceed Earnings Per Share of
$____, the total bonus percentage earned by you under
paragraphs (1) through (5) will be increased in accordance with
the following schedule:
EARNINGS PER BONUS % EARNED PAR.1-5
SHARE ATTAINED INCREASED BY
$____ 10%
$____ 15%
$____ 20%
$____ 25%
8. The maximum bonus award for paragraphs (1) through (6) will be
limited to ___% of your annual salary rate in effect on
December 31, 1998.
9. Acquisitions, divestitures, changes in assignment, changes in
accounting procedures or tax law, abnormal deviations to plan
in other income and expenses in your financial income
statements, and/or corrections in historical data during 1998
may necessitate pro rata adjustments in the above goals and/or
actual operating results. Any such changes will be advised as
soon as possible.
10. The results will be tabulated by the Corporate Controller's
Office and reflected on Operating Income and Accounts
Receivable and Inventory Reports.
11. It is the present intention of the Company to decide the
amount of bonus for 1998 in February 1999. If the above objectives
are not attained, any bonus award made will be at the sole
discretion of the Company.
12. The Company will be the final arbiter of interpretation of the
above arrangements.
J. E. Perrella J. F. Travis
Chairman Vice Chairman
EXHIBIT 10(iii)(c)
TO: EXECUTIVE VICE PRESIDENT
SUBJECT: BONUS CONTRACT FOR 1998
The bonus plan applying to you for 1998 is outlined herein. Your
bonus potential for 1998 will be divided into two parts. ____ %
of salary will be based on Group Operating results and ____ % of
salary will be based on the bonus awarded to the Chairman's Office.
GROUP OPERATIONS CONTRACT (applies to % of salary)
1. Should your Operations Groups attain worldwide operating income
of $ , you will receive a bonus of % of % of
your annual salary rate in effect on December 31,1998.
2a. For each $ by which your worldwide operating income
exceeds $ up to $ , you will receive %
of % of your salary. For each $ over $ , you
will receive % of % of your salary.
2b. If you achieve a productivity improvement of %, you will
receive an additional % of % of your salary.
3. If you attain % accounts receivable and inventory as a
percent of sales, you will receive % of % of your salary.
For each % reduction thereafter, you will receive an
additional % of % of your salary.
4. You may receive an additional discretionary award of up to %
of % of your salary. The award will be based upon your
individual achievements and the accomplishments of your Groups.
The award will also be determined on the basis of performance
in process reengineering and in our company-wide procurement
initiative and the year 2000 project. Any award also will be
dependent upon the Company's overall performance.
5. The maximum bonus award on the sum of paragraphs (1) and (2)
will be limited to % of % of your salary. The maximum bonus
award on paragraph (3) will be limited to % of % of your
salary. The maximum bonus award on paragraph (4) will be
limited to % of % of your salary.
6. Should the Company achieve or exceed Earnings Per Share of $
, the total bonus percentage earned by you under paragraphs (1)
through (5) will be increased in accordance with the following
schedule:
EARNINGS PER BONUS % EARNED PAR.1-5
SHARE ATTAINED INCREASED BY
$____ 10%
$____ 15%
$____ 20%
$____ 25%
CORPORATE CONTRACT (applies to % of salary)
7. You also will receive a bonus based upon the percentage bonus
awarded to the Chairman's office which will apply to % of
your salary. For example, if the bonus awarded to the
Chairman's office is % of salary, your bonus award under this
paragraph (7) would be % of % of salary.
8. The maximum bonus award for paragraphs (1) through (7) will be
limited to % of your total annual salary rate in effect on
December 31, 1998.
9. Acquisitions, divestitures, changes in assignment, changes in
accounting procedures or tax law, abnormal deviations to plan
in other income and expenses in your financial income
statements, and/or corrections in historical data during 1998
may necessitate pro rata adjustments in the above goals and/or
actual operating results. Any such changes will be advised to
you in a timely manner.
10. The results will be tabulated by the Corporate Controller's
Office and reflected on Operating Income and Accounts
Receivable and Inventory Reports.
11. It is the present intention of the Company to decide the amount
of bonus for 1998 in February 1999. If the above objectives
are not attained, any bonus award will be made at the sole
discretion of the Company.
12. The Company will be the final arbiter of interpretation of the
above arrangements.
J. E. Perrella J. F. Travis
Chairman Vice Chairman
Exhibit 10 (iii) (u)
Ingersoll-Rand Company
200 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675
December 5, 1997
Mr. David W. Devonshire
3659 Corey Road
Toledo, OH 43616
Dear Dave:
On the basis of our discussions and your recent interviews
with members of our management team, I am pleased to extend
this written confirmation of our offer to become Senior Vice
President and Chief Financial Officer of Ingersoll-Rand
Company, reporting to me as Chairman and Chief Executive
Officer. The following confirms the terms and conditions of
our offer.
1. Your starting base salary will be at an annual rate of
$450,000, paid monthly.
2. You will participate in the Company's annual incentive
plan. You are eligible commencing with 1998, for awards
targeted at 75% of salary depending on both corporate and
individual performance. All bonus payments are made at the
discretion of the Chairman and the Board. For 1998, your
minimum bonus will be 50% of your base salary; i.e.,
$225,000.
3. If, in joining Ingersoll-Rand, you forego your 1997 bonus
from Owens Corning, Ingersoll-Rand will provide an award of
$300,000 to replace your 1997 bonus.
4. Upon joining the Company, you will receive an initial
award of non-qualified stock options of 90,000 shares
under our 1995 Incentive Stock Plan, at the exercise
prices and vesting schedule listed below:
Option Exercise Vesting
Share Volume Price Schedule
30,000 Market Price on hire date One Year
30,000 Market Price + $5.00 Two Years
30,000 Market Price + $10.00 Three Years
Our thinking on this matter is that 30,000 of these shares
are your 1998 award normally issued in May of each year.
In effect, you are getting these in advance, assuming you
join us near the first of the year. The remaining 60,000
shares are to replace your current Owens Corning shares
that are either not vested or "underwater", 67,000 shares.
Regarding the 20,000 shares that are vested and currently
"in the money" and which you may be forced to forfeit due
to "insider window restrictions", we will replace those
shares with Ingersoll-Rand shares at the respective prices
as of your first day of work with Ingersoll-Rand, if in
fact you are forced to forfeit them.
This will be done by calculating the actual value of these
Owens Corning options at your strike price and the market
price on that day and then providing you with that amount
in the form of Ingersoll-Rand options using their Black-
Scholes value on that day. For example, if the actual
value of your 20,000 options is $100,000 on that day and
our stock is at $42 (current Black-Scholes value is .24),
then you would receive $100,000/10.08=10,000 options
(rounded up to the nearest 100).
This award is subject to the usual terms and conditions of
awards under the Plan. You will be considered a full
participant and be eligible to receive further awards in
future years at the current targeted rate of 30,000 shares
per year.
5. Ingersoll-Rand will provide you with an initial award of
8,000 shares of restricted stock which will be issued on
January 15, 1998, and which will carry a one year vesting
provision.
6. Ingersoll-Rand will provide you with a Restricted Stock
Award of 18,000 shares, also administered under the terms
of our 1995 Incentive Stock Plan. These awards vest in
three annual installments (5,400 shares, 6,300 shares,
6,300 shares, respectively) beginning in January, 1999,
depending upon the achievement of a predetermined
performance target and your continued employment. You will
receive an award agreement which explains vesting
requirements and other terms and conditions of your award.
Our stock awards also provide participants with dividend
equivalents and represent an attractive additional equity
interest in our company. You can be considered for a
larger award at any time based on your own and the
Company's performance.
7. In addition, you will be eligible for a pension of 50% of
your final eligible compensation at age 62, normal
retirement age for executives, assuming you retire from the
Company at that time. If you retire or leave the company
prior to age 62, your benefit would be subject to the
terms and conditions of the company's qualified retirement
plan. For purposes of retirement benefits, eligible
compensation is your final salary, plus the average of your
five highest of your six most recent bonuses. Your 50%
benefit will be calculated taking into account all sources
including our qualified and non-qualified Pension Plan and
Retirement Accounts, the employer portion of Ingersoll-
Rand's 401(k) Plan contributions, your Social Security
benefit and all other vested retirement benefits from Owens
Corning. If you are asked to continue beyond age 62, you
will accrue replacement income at the rate of three
percentage points per year of service, such that at age 65
you will have earned a 59% replacement benefit from all
sources.
8. You will receive a benefit under the Executive
Supplementary Retirement Agreement in an amount of $65,000
per year for ten years commencing with retirement at age 62
or later and subject to the provisions of this plan.
9. We will relocate you, your family and household goods to
this area. Your relocation expenses, including shipment of
household goods, real estate commissions and mortgage
points will be reimbursed according to our policy.
Ingersoll-Rand's relocation policy also provides for equity
advances, at company discretion, to facilitate home
purchases prior to sale of your existing residence. And,
our program also includes the possibility of home purchase
should that be necessary to effect a smooth transition. In
addition, Ingersoll-Rand will provide a $100,000 relocation
benefit (not tax protected) to facilitate transitional
difficulties and domestic changes brought about by the move
to the Northern New Jersey area. This payment will be made
when you establish permanent residency in the Northern New
Jersey area.
10.Your medical and life insurance coverage with
Ingersoll-Rand will commence on the first day of the
month following 30 days of employment. Therefore, you may
want to continue your coverage with your current employer
under COBRA to avoid any gap in coverage.
11.In the unlikely event that you are involuntarily
terminated by the company within two years of your start
date, other than for cause (i.e.; violation of law or
serious breach of ethics), we will provide you with a
severance payment equal to two years of salary plus your
last annual bonus. After two years of employment, this
severance benefit will be equal to one year of cash
compensation, i.e., your then current salary plus your
previous annual bonus.
12.You will be eligible for a company-paid executive
automobile similar to a Cadillac Sedan DeVille.
13.You will be eligible for company-paid financial
advisory services from AYCO.
14.You will have access to a luncheon club in
Manhattan, to be used primarily for business purposes.
15.Our offer is conditioned upon satisfactorily
completing a physical examination, which includes drug
testing, and fulfilling the requirements of the
Immigration Reform and Control Act of 1986.
I am pleased to know that you have accepted this offer of
employment and will start with us on January 12, 1998.
Dave, I am personally looking forward to your joining
Ingersoll-Rand Company. This is a time of challenge and
opportunity for our Company. I am confident your experience
and leadership will help us reach our goals and create a
mutually rewarding long-term relationship between us.
Sincerely,
/S/ James E. Perrella
James E. Perrella
Chairman, President and CEO
Accepted:
/S/ David W. Devonshire
Date:
December 9, 1997
<TABLE>
EXHIBIT 11(i)
INGERSOLL-RAND COMPANY
COMPUTATION OF BASIC EARNINGS PER SHARE
(In millions of dollars except for shares and per share amounts)
Years ended December 31,
<C> <C> <C> <C> <C>
1997 1996 1995 1994 1993
BASIC EARNINGS PER SHARE:
Earnings before effect of
<S> <C> <C> <C> <C> <C>
accounting changes.......... $380.5 $358.0 $270.3 $211.1 $163.5
Effect of accounting changes:
- Postemployment benefits -- -- -- -- (21.0)
Net earnings applicable
to common stock............. $380.5 $358.0 $270.3 $211.1 $142.5
Average number of common
<S> <C> <C> <C> <C> <C>
shares outstanding.......... 163,206,932 161,238,547 159,103,617 158,187,174 157,487,303
Basic earnings per share:
Earnings before effect of
<S> <C> <C> <C> <C> <C>
accounting changes.......... $2.33 $2.22 $1.70 $ 1.33 $ 1.04
Effect of accounting changes:
- Postemployment benefits -- -- -- -- (0.13)
Basic earnings per
share....................... $2.33 $2.22 $1.70 $ 1.33 $ 0.91
Notes: All common share and per share amounts have been adjusted for the
3-for-2 stock split which was made in the form of a stock dividend in August of
1997.
</TABLE>
EXHIBIT 11(ii)
<TABLE>
INGERSOLL-RAND COMPANY
COMPUTATION OF DILUTED EARNINGS PER SHARE
(In millions of dollars except for shares and per share amounts)
Years ended December 31,
1997 1996 1995 1994 1993
DILUTED EARNINGS PER SHARE:
Earnings applicable to common
stock before effect of
<S> <C> <C> <C> <C> <C>
accounting changes........... $380.5 $358.0 $270.3 $211.1 $163.5
Effect of accounting changes:
- Postemployment benefits.... -- -- -- -- (21.0)
Net earnings applicable
to common stock.............. $380.5 $358.0 $270.3 $211.1 $142.5
Average number of common
<S> <C> <C> <C> <C> <C>
shares outstanding........... 163,206,932 161,238,547 159,103,617 158,187,174 157,487,303
Number of common shares
issuable assuming exercise
under incentive stock plans.. 1,617,803 1,031,137 495,479 542,153 600,256
Average number of outstanding
shares for diluted
earnings per
share calculations........... 164,824,735 162,269,684 159,599,096 158,729,327 158,087,559
Earnings before effect of
<S> <C> <C> <C> <C> <C>
accounting changes........... $2.31 $2.21 $1.69 $1.33 $1.03
Effect of accounting changes:
- Postemployment benefits.. -- -- -- -- (0.13)
Diluted earnings per
share........................ $2.31 $2.21 $1.69 $ 1.33 $ 0.90
Notes: All common share and per share amounts have been adjusted for the
3-for-2 stock split which was made in the form of a stock dividend in August of
1997.
</TABLE>
EXHIBIT 12
<TABLE>
INGERSOLL-RAND COMPANY
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
(Dollar Amounts in Millions)
Years Ended December 31,
Fixed charges: 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Interest expense........................... $138.8 $122.4 $ 90.0 $ 46.9 $ 60.2
Amortization of debt discount and expense.. 2.0 1.5 0.8 0.4 0.7
Rentals (one-third of rentals)............. 25.5 22.4 21.6 18.8 19.4
Capitalized interest....................... 3.3 4.6 3.6 3.2 3.1
Total fixed charges.......................... $169.6 $150.9 $116.0 $ 69.3 $ 83.4
Net earnings .......................... $380.5 $358.0 $270.3 $211.1 $142.5
Add: Minority income of majority-
owned subsidiaries.................. 17.3 18.9 14.5 15.1 13.6
Taxes on income....................... 233.2 210.3 158.9 118.8 90.0
Fixed charges......................... 169.6 150.9 116.0 69.3 83.4
Effect of accounting changes.......... -- -- -- -- 21.0
Less: Capitalized interest.................. 3.3 4.6 3.6 3.2 3.0
Undistributed earnings (losses) from
less than 50% owned affiliates...... 16.2 (23.1) 33.3 33.3 40.0
Earnings available for fixed charges ........ $781.1 $756.6 $522.8 $377.8 $307.5
Ratio of earnings to fixed charges .......... 4.61 5.01 4.51 5.46 3.69
Undistributed earnings (losses) from less
than 50% owned affiliates:
Equity in earnings (losses)................ $19.4 $ 36.4 $ 36.6 $ 36.6 $ 42.1
Less: Amounts distributed............... 3.2 59.5 3.3 3.3 2.1
Undistributed earnings (losses) from
less-than 50% owned affiliates........... $16.2 $ (23.1) $ 33.3 $ 33.3 $ 40.0
</TABLE>
EXHIBIT 13
INGERSOLL-RAND
1997
ANNUAL REPORT
TO
SHAREHOLDERS
Ingersoll-Rand Company
Management's Discussion and Analysis
1997 Compared to 1996
The company reported a fourth consecutive year of record sales and
earnings for 1997. These financial achievements were the result of
a strong domestic economy, moderate economic growth in selected
international markets, a realignment of the company's business
portfolio and the continued success of the company's asset-
management, strategic-sourcing and productivity-improvement
programs.
Sales for 1997 totalled $7.1 billion, which generated $760.3
million of operating income and $380.5 million of net earnings
($2.33 basic earnings per share).
The company's results for 1997 reflect a more impressive
increase over 1996, considering the following noncomparable items:
o On October 31, 1997, the company completed its acquisition of
Thermo King Corporation (Thermo King) from Westinghouse Electric
Corporation. For the last two months of the year, Thermo King
generated $176.9 million of sales and produced an operating loss
of approximately $0.2 million, after goodwill amortization and
the effect of estimated purchase accounting adjustments. Thermo
King's net loss for the two months ended December 31, 1997, was
approximately $11.3 million (seven cents per share) after the
allocation of acquisition interest expense of approximately
$27.3 million.
o At the beginning of April 1997, the company completed its
acquisition of Newman Tonks Group PLC (Newman Tonks). Since its
acquisition, Newman Tonks has generated approximately $230
million of sales, and produced approximately $15 million of
operating income, after the effect of goodwill amortization,
estimated purchase accounting adjustments and synergistic
benefits from group operations. Newman Tonks essentially
operated at the break-even level for 1997 after considering the
allocation of approximately $17.0 million of acquisition
interest expense and its related tax benefit.
o Dresser-Rand Company (Dresser-Rand) is a partnership which
manufactures reciprocating compressor and turbomachinery
products, in which the company owns a 49-percent interest. The
company accounts for its interest in Dresser-Rand under the
equity accounting method in which the company only records its
related ownership interest in the results of Dresser-Rand.
During the fourth quarter of 1997, Dresser-Rand recorded a $36
million restructuring charge to reduce its headcount and to
close underperforming operations. This charge reduced the
company's pretax earnings by $13.9 million and its after-tax
results by $11.6 million (seven cents per share). Prior to the
restructuring charge, Dresser-Rand generated approximately $47.5
million of net earnings (after-tax costs for international
subsidiaries) for 1997.
o Ingersoll-Dresser Pump Company (IDP) is a joint venture, in
which the company owns a 51-percent interest and, therefore, it
is consolidated into the company's financial statements. During
the fourth quarter of 1997, IDP recorded a $24 million charge to
operating income for costs to close and consolidate
underperforming operations. The effect of the restructure
charge, after taxes and minority interest, was $8.1 million
(five cents per share).
After considering the items listed above, adjusted 1997 net sales,
operating income and net earnings were approximately $6.7 billion,
$770 million and $412 million ($2.52 basic earnings per share),
respectively.
The company reported sales of $6.7 billion in 1996, which generated
$683.5 million of operating income and $358.0 million of net
earnings ($2.22 basic earnings per share). The company's 1996
results also included the following noncomparable items:
o During 1996, the company sold the Process Systems Group in two
transactions, which generated a combined pretax gain of $55.0
million and benefitted net earnings by $34.7 million (21 cents
per share.
o Other noncomparable items in 1996, which caused a net reduction
to the company's operating income, were a $37 million
restructure charge (principally for European operations) and a
$5.4 million charge for the closure of a foundry at IDP. These
charges were reduced by a gain on the sale of an investment
during last year's first quarter of $4.8 million, which was
recorded as other income. The after-tax effect of these items
reduced net earnings by $22.5 million (14 cents per share).
After considering the effect of these items, adjusted 1996 net
sales, operating income and net earnings were $6.7 billion, $670.9
million and $345.8 million ($2.15 basic earnings per share),
respectively.
A comparison of key financial data between 1997 and 1996 follows:
o Net sales in 1997 established a record at $7.1 billion,
reflecting a six-percent improvement over 1996's total of $6.7
billion. Excluding noncomparable units from both years,
adjusted sales for 1997 increased by a comparable percent over
1996's adjusted total.
o Cost of goods sold in 1997 was 74.1 percent of sales, compared
to 75.0 percent in 1996. Partial liquidations of LIFO (last-in,
first-out) inventory lowered 1997 costs by $4.1 million as
compared to a $4.8 million liquidation in 1996. Excluding the
effects of the LIFO liquidations, the 1997 cost of goods sold
relationship to sales would have been 74.2 percent versus 75.1
percent for 1996. Excluding noncomparable items from both
years, the adjusted ratio of cost of goods sold to sales
reflected a marked improvement in 1997, compared to 1996.
o Administrative, selling and service engineering expenses were
15.2 percent of sales in 1997, compared to 14.8 percent for
1996. This increase is primarily attributable to the inclusion
of Newman Tonks, which traditionally had a ratio of selling and
administrative expenses to sales higher than the company's
historical lines and the divestment of Clark-Hurth, which had a
lower ratio than that of the overall company.
o Operating income for the year totalled $760.3 million, an
11.2-percent increase over 1996 operating income of $683.5
million. The ratio of operating income to sales in 1997 was
10.7 percent, as compared to 10.2 percent for the prior year.
After excluding the noncomparable items (previously
discussed) from both years, adjusted 1997 operating income
reflects a significant improvement over the adjusted 1996
results. This improvement was the combined effect of the
company's aggressive productivity-improvement and procurement
programs and the continued stability of domestic markets.
o Interest expense for the year totalled $136.6 million versus
$119.9 million for 1996. Interest expense associated with the
debt incurred for the Thermo King acquisition totalled
approximately $27.3 million.
o Other income (expense), net, is essentially the sum of foreign
exchange activities, equity interests in partially-owned equity
companies and other miscellaneous income and expense items. In
1997, these activities resulted in a net expense of $2.1
million, an unfavorable change of $2.7 million compared to
1996's net other income of $0.6 million. This change was caused
by lower foreign exchange losses of approximately $4.6 million
in 1997, the absence of the 1996 gain of $4.8 million from the
sale of an investment and higher net miscellaneous expense items
of approximately $2.5 million.
o The company's interest in Dresser-Rand's results for 1997 was
$9.4 million after the effect of restructuring charges
(discussed previously) versus $23.0 million in 1996.
o The company's charges for minority interests totalled $17.3
million in 1997 versus $18.9 million in 1996. These charges
represent the interests of minority owners (less than 50
percent) in a consolidated unit of the company. The largest
minority interest relates to IDP, which represents $13.7 million
of the 1997 balance, compared to $17.3 million in 1996. IDP's
change is due to the 1997 pretax restructuring charge of $24
million (discussed previously). The remaining charges represent
minority interests in the company's operations principally
located in India and China.
o The company's effective tax rate for 1997 was 38.0 percent,
which represents a slight increase over the 37.0 percent
reported for the prior year. The variance from the 35.0 percent
statutory rate primarily was due to the higher tax rates
associated with foreign earnings, the effect of state and local
taxes, the nondeductibility of a portion of the goodwill
associated with acquisitions and favorable tax benefits
associated with the Thermo King acquisition.
At December 31, 1997, employment totalled 46,567. This
represents a net increase of 4,693 employees over last year's level
of 41,874. This increase principally results from 1997 acquisition
activity, partially offset by a reduction resulting from the Clark-
Hurth disposition.
Outlook
The company's outlook for 1998 is for steady improvement in
operating results based on continued stability in domestic markets
and strengthening in selected international markets. The company
does not believe that the recent financial turmoil in the Asian
markets will have a material effect on the company's 1998
prospects. These expectations will be supported by aggressive
asset-management, strategic-sourcing and productivity-improvement
programs.
Liquidity and Capital Resources
The most significant event affecting the company's liquidity during
1997 was the acquisition of Thermo King on October 31, 1997. The
total purchase price paid for Thermo King was approximately $2.56
billion in cash, which was financed mainly by the issuance of both
long-term and short-term debt. The effects of this transaction are
discussed throughout this report, including in Note 2 to the
Consolidated Financial Statements.
The following table contains several key measures which the
company's management uses to gauge the company's financial
performance:
1997 1996 1995
Working capital (in millions) $217 $1,245 $1,016
Current ratio 1.1 2.0 1.8
Debt-to-total capital ratio 58% 37% 42%
Average working capital
to net sales 10.3% 16.9% 17.3%
Average days outstanding
in receivables 54.5 56.1 63.1
Average months' supply
of inventory 2.5 3.0 3.3
The company maintains significant operations in foreign
countries; therefore, the movement of the U.S. dollar against
foreign currencies has an impact on the company's financial
position. Generally, the functional currency of the company's
foreign subsidiaries is their local currency, the currency in which
they transact their business. The company manages exposure to
changes in foreign currency exchange rates through its normal
operating and financing activities, as well as through the use of
forward exchange contracts. The company attempts, through its
hedging activities, to mitigate the impact on income of changes in
foreign exchange rates. Additionally, the company maintains
operations in countries where the company transacts business in
U.S. dollars. The functional currency of these operations is the
U.S. dollar. (Additional information on the company's use of
financial instruments can be found in Note 8 to the Consolidated
Financial Statements.)
The following points highlight the financial results and
financial condition of the company's operations, with the impact of
currency variations where appropriate:
o Cash and cash equivalents totalled $104.9 million at December
31, 1997, a $79.2 million reduction from the prior year-end
balance of $184.1 million. These funds were used to reduce a
portion of the company's outstanding short-term debt incurred in
connection with the Thermo King acquisition. In evaluating the
net change in cash and cash equivalents, cash flows from
operating, investing and financing activities, and the effect of
exchange rate changes should be considered. Cash flows from
operating activities provided $703.5 million, investing
activities used $2.7 billion and financing activities provided
approximately $2.0 billion. Exchange rate changes during 1997
increased cash and cash equivalents by $1.6 million.
o Marketable securities totalled $6.9 million at the end of 1997,
$1.1 million below the balance at December 31, 1996. The net
reduction was due mainly to exchange rate changes.
o Receivables totalled $1,281.5 million at December 31, 1997,
compared to $1,066.2 million at the prior year end, a net
increase of $215.3 million. The increase is attributable to the
acquisitions of Thermo King and Newman Tonks, which added
approximately $228.2 million. This increase was partially
offset by currency translation, dispositions and
reclassifications to assets held for sale, which caused net
reductions of $34.5 million. The timing of the company's strong
fourth quarter sales also increased the year-end receivables
balance. The company focuses on decreasing its receivable base
through its asset-management program, which produced a reduction
in the average days outstanding in receivables to 54.5 days from
the 1996 level of 56.1 days.
o Inventories amounted to $854.8 million at December 31, 1997, an
increase of $79.7 million from last year's level of $775.1
million. The acquisitions of Thermo King and Newman Tonks
accounted for increases of approximately $185.6 million, while
dispositions, reclassifications to assets held for sale and the
effects of currency fluctuations reduced inventories by $57.2
million. The company's emphasis on inventory control was
demonstrated by the reduction of the average months' supply of
inventory to 2.5 months at December 31, 1997, compared to 3.0
months at the prior year end.
o Prepaid expenses totalled $89.5 million at the end of the year,
$15.4 million higher than the balance at December 31, 1996.
Foreign exchange activity had a minimal effect on this account,
while acquisitions accounted for $14.2 million of the increase.
o Assets held for sale totalled $46.5 million at December 31,
1997, and principally represents the net book value of selected
operations from the Newman Tonks acquisition that did not meet
the company's long-term objectives. In addition, the account
includes certain European assets of the Construction and Mining
Group. The balance at December 31, 1996, comprised the net
assets of Clark-Hurth, which were sold on February 14, 1997.
o Deferred income taxes (current) of $160.8 million at December
31, 1997, represented the deferred tax benefit of the difference
between the book and tax values of various current assets and
liabilities. The components of the balance are included in Note
14 to the Consolidated Financial Statements.
o The investment in Dresser-Rand totalled $115.0 million at
December 31, 1997. This represented a net decrease of $37.6
million from the prior year balance of $152.6 million. The
components of the change for 1997 consisted of income for the
current year of $9.4 million, a $42.9 million change in the
company's advance account and a $4.1 million reduction due to
foreign currency movements.
o Investments in partially-owned equity companies at December 31,
1997, totalled $213.0 million, $10.6 million below the 1996
balance of $223.6 million. Income and dividends from
investments in partially-owned equity companies were $19.2
million and $8.7 million, respectively. Amounts due from these
units decreased from $18.3 million to $13.5 million at December
31, 1997. Currency movements were the primary cause of the
remaining $16.3 million reduction.
o Net property, plant and equipment increased by $137.8 million in
1997 to a year-end balance of $1,283.2 million. Fixed assets
from acquisitions added $186.6 million. Capital expenditures in
1997 totalled $186.0 million. Business dispositions and
reclassifications to assets held for sale reduced the balance by
$20.9 million. In addition, foreign exchange fluctuations
decreased net fixed assets by approximately $24.5 million. The
remaining net decrease was the result of depreciation, and sales
and retirements.
o Intangible assets, net, totalled $3,833.0 million at December
31, 1997, as compared to $1,178.0 million at December 31, 1996,
for a net increase of approximately $2.7 billion. Goodwill from
the Thermo King and Newman Tonks acquisitions, net of
amortization expense of $54.7 million during 1997 accounted for
the change.
o Deferred income taxes (noncurrent) totalled $214.9 million at
December 31, 1997, which was $52.3 million higher than the 1996
balance. The components comprising the balance at December 31,
1997, can be found in Note 14 to the Consolidated Financial
Statements.
o Other assets totalled $211.6 million at year end, a decrease of
$12.2 million from the December 31, 1996, balance of $223.8
million. Other assets decreased by approximately $20 million
due to prepaid pensions, an amount that was partially offset by
increases due to acquisitions. Foreign exchange activity in
1997 had a minimal effect on the account balance during the
year.
o Accounts payable and accruals totalled $1,370.5 million at
December 31, 1997, an increase of $275.1 million from last
year's balance of $1,095.4 million. Acquisition activity during
1997 accounted for $259.4 million of the increase, while
dispositions and currency fluctuations decreased accounts
payable and accruals by $36.3 million. Additionally, accruals
increased by $17 million due to IDP's restructure charge.
o Loans payable were $925.1 million at the end of 1997, which
reflects a $762.8 million increase over the $162.3 million at
December 31, 1996. Short-term debt assumed from companies
acquired during 1997 added $69.4 million and current maturities
of long-term debt increased the balance by an additional $145.4
million. The effects of translation, dispositions and
reclassifications to assets held for sale caused a $4.4 million
reduction. The remaining increase is primarily due to higher
short-term borrowings to finance Thermo King and other
acquisitions.
o Long-term debt, excluding current maturities, totalled $2,528.0
million, an increase of approximately $1.4 billion over the
prior year's balance of $1,163.8 million. Proceeds from the
issuance of long-term debt of $1,508.6 million were primarily
used for the Thermo King acquisition. Reductions to long-term
debt of $145.4 million represent the reclassification of the
current maturities of long-term debt to loans payable. Foreign
exchange activity had a minimal effect on the account balance
during the year.
o Postemployment liabilities at December 31, 1997, totalled $937.1
million, an increase of $122.4 million from the December 31,
1996, balance. Postemployment liabilities include medical and
life insurance postretirement benefits, long-term pension and
other noncurrent postemployment accruals. The increase in the
liability during 1997 is almost exclusively related to the
acquisitions of Thermo King and Newman Tonks. (See Notes 16 and
17 to the Consolidated Financial Statements for additional
information.)
o Minority interest liabilities at December 31, 1997, totalled
$127.9 million, which also represented the balance at the end of
the prior year. This liability represents the ownership
interests of other entities in selected consolidated
subsidiaries of the company, the largest being Dresser
Industries' 49-percent interest in IDP. The other minority
interests relate primarily to joint ventures in India and China.
IDP's minority interest at December 31, 1996, was $113.4
million. It increased by $13.7 million, based on IDP's 1997
earnings and was reduced by $22.7 million, which represented
increases in advances to Dresser Industries and the effect of
translation. The liability for all other minority interests
totalled $14.5 million at December 31, 1996, and increased to
$23.5 million during 1997 due to earnings, acquisitions and
advances.
o Other liabilities (noncurrent) at December 31, 1997, totalled
$153.4 million, which were $19.2 million higher than the balance
at December 31, 1996. The net increase is primarily related to
the Thermo King acquisition. These obligations are not expected
to be paid in the next year. Generally, these accruals cover
environmental, insurance, legal and other contractual
obligations.
Other information concerning the company's financial resources,
commitments and plans is as follows:
The average amount of short-term borrowings outstanding,
excluding current maturities of long-term debt, was $380 million in
1997, compared to $58.0 million in 1996. The weighted average
interest rate during 1997 was 6.2%, compared to 7.8% during the
previous year. The maximum amounts outstanding during 1997 and
1996, were $2.4 billion and $181.7 million, respectively.
The company had $1.5 billion in domestic short-term credit lines
at December 31, 1997, and $509.4 million of foreign credit lines
available for working capital purposes, $2.0 billion of which was
unused at the end of the year. These facilities exceed projected
requirements for 1998 and provide direct support for commercial
paper and indirect support for other financial instruments, such as
letters of credit and comfort letters.
At December 31, 1997, the debt-to-total capital ratio was 58
percent, as compared to 37 percent at the prior year end. This
substantial increase resulted from debt issued in connection with
the Thermo King acquisition.
In 1997, foreign currency translation adjustments decreased
shareholders' equity by $80.6 million. This change was due to the
strengthening of the U.S. dollar against other currencies in
countries where the company has significant operations and the
local currencies are the functional currencies. Currency changes
in Australia, Canada, Belgium, France, Germany, India, Italy,
Japan, the Netherlands, Singapore and Spain accounted for nearly
all of the change.
The company is involved in certain repurchase arrangements
relating to product-distribution and product-financing activities.
As of December 31, 1997, repurchase arrangements relating to
product financing by an independent finance company approximated
$141 million. It is not practicable to determine the additional
amount subject to repurchase solely under dealer distribution
agreements. Upon the termination of a dealer, a newly selected
dealer generally acquires the assets of the prior dealer and
assumes any related financial obligation. Accordingly, the risk of
loss to the company is minimal. Historically, only immaterial
losses have been incurred relating to these arrangements.
During 1997, the company established two wholly-owned special
purpose subsidiaries to purchase accounts and notes receivable at a
discount from the company on a continuous basis. These special
purpose subsidiaries simultaneously sell an undivided interest in
these accounts and notes receivable to a financial institution up
to a maximum of $150 million. The agreements between the special
purpose corporations and the financial institution will expire in
one- and two-year periods. The company intends to renew these
agreements at their expiration dates with either the current or
another financial institution. The company is retained as the
servicer of the pooled receivables. Prior to 1997, the company had
sold an undivided interest in the accounts and notes receivables
directly to financial institutions. At December 31, 1997 and 1996,
$150 million of such receivables remained uncollected.
Capital expenditures were $186 million and $195 million in 1997
and 1996, respectively. The company continues investing to improve
manufacturing productivity, reduce costs and provide environmental
enhancements and advanced technologies for existing facilities.
The capital expenditure program for 1998 is estimated at
approximately $200 million, including amounts approved in prior
periods. There are no planned projects, either individually or in
the aggregate, that represent a material commitment for the
company. Many of these projects are subject to review and
cancellation at the option of the company without incurring
substantial charges.
Equity-linked Securities
One of the financing vehicles that the company plans to use in
connection with the refinancing of existing short-term debt from
the Thermo King acquisition is equity-linked securities. The
equity-linked securities consist of preferred securities (Trust
Preferred Securities) issued by a statutory business trust (Trust)
formed by the company and a forward contract pursuant to which the
company's common stock will be issued three years after the date of
the forward contract. The Trust applies the proceeds from the
sales of the Trust Preferred Securities to purchase debentures of
the company. The payments by the company in respect of the
debentures are used by the Trust to satisfy the requirements of the
Trust Preferred Securities. The forward contracts require the
purchase of the company's common stock in three years at a price,
subject to specified limits, based upon the then fair market value
of the common stock.
Financial Market Risk
The company is exposed to interest and foreign exchange rate risk
due to various transactions. The company generates foreign
currency exposures in its normal course of business with activity
involving intercompany and third party obligations, dividends,
expenses, commissions, royalties, acquisitions, intercompany
netting, hedging intercompany loans, funding currency accounts and
tax payments. To mitigate the risk from foreign currency exchange
rate fluctuations, the company will generally enter into forward
currency exchange contracts for the purchase or sale of a currency
in accordance with authorized levels pursuant to the company's
policies and procedures. The company applies sensitivity analysis
and value at risk (VAR) techniques when measuring the company's
exposure to interest rate and currency fluctuations. VAR is a
measurement of the estimated loss in fair value until currency
positions can be neutralized, recessed or liquidated and assumes a
95-percent confidence level with normal market conditions. The
potential one day loss, as of December 31, 1997, was $1.7 million
and it is considered insignificant in relation to the company's
results of operations and shareholders' equity.
With regard to interest rate risk, the effect of a
hypothetical one percentage point increase in interest rates,
across all maturities, would decrease the estimated fair value of
the company's long-term debt at December 31, 1997 from its carrying
value of $2,528 million to $2,453 million.
Stock Split
In August 1997, the board of directors declared a three-for-two
stock split on the company's common stock. The stock split was
made in the form of a stock dividend, and was paid on September 2,
1997 to shareholders of record on August 19, 1997. All prior year
per share amounts have been restated to reflect the stock split.
Computer Systems and the Year 2000
The company has conducted a detailed review of its computer systems
to identify those areas that could be affected by problems
associated with the failure of these systems to correctly process
the year 2000. The company is implementing a coordinated plan
worldwide to replace, modify and/or upgrade its computer hardware
and software to ensure that it will not malfunction as the result
of failing to correctly process the year 2000. The company has
established a detailed review and testing process to verify whether
its systems and products are or will be year 2000 compliant. In
addition, the company is working with its suppliers and
distributors on this issue to minimize problems in its supply and
distribution chains. The company believes that the related costs
to replace, modify and/or upgrade its existing systems and products
to address this problem, will not have a material impact on the
company's financial condition, results of operation, liquidity or
cash flows for any year.
Environmental Matters
The company has been and continues to be dedicated to an
environmental program to reduce the utilization and generation of
hazardous materials during the manufacturing process and to
remediate identified environmental concerns. As to the latter, the
company currently is engaged in site investigations and remedial
activities to address environmental cleanup from past operations at
current and former manufacturing facilities.
During 1997, the company spent approximately $9 million on
capital projects for pollution abatement and control and an
additional $5 million for environmental remediation expenditures at
sites presently or formerly owned or leased by the company. It
should be noted that these amounts are difficult to estimate
because environmental improvement costs are generally a part of the
overall improvement costs at a particular plant, and the accurate
estimate of which portion of an improvement or a capital
expenditure relates to an environmental improvement is difficult to
ascertain. The company believes that these expenditure levels will
continue and may increase over time. Given the evolving nature of
environmental laws, regulations and technology, the ultimate cost
of future compliance is uncertain.
The company is a party to environmental lawsuits and claims, and
has received notices of potential violations of environmental laws
and regulations from the Environmental Protection Agency and
similar state authorities. It is identified as a potentially
responsible party (PRP) for cleanup costs associated with off-site
waste disposal at approximately 38 federal Superfund and state
remediation sites, excluding sites as to which the company's
records disclose no involvement or as to which the company's
liability has been fully determined. For all sites there are other
PRPs and in most instances, the company's site involvement is
minimal. In estimating its liability, the company has not assumed
it will bear the entire cost of remediation of any site to the
exclusion of other PRPs who may be jointly and severally liable.
The ability of other PRPs to participate has been taken into
account, based generally on the parties' financial condition and
probable contributions on a per site basis. Additional lawsuits
and claims involving environmental matters are likely to arise from
time to time in the future.
Although uncertainties regarding environmental technology, state
and federal laws and regulations and individual site information
make estimating the liability difficult, management believes that
the total liability for the cost of remediation and environmental
lawsuits and claims will not have a material effect on the
financial condition, results of operations, liquidity or cash flows
of the company for any year. It should be noted that when the
company estimates its liability for environmental matters, such
estimates are based on current technologies, and the company does
not discount its liability or assume any insurance recoveries.
Forward-looking Statements
This annual report contains not only historical information, but
also forward-looking statements regarding expectations for future
company performance. Forward-looking statements involve risk and
uncertainty. See the company's 1997 Annual Report on Form 10-K for
a discussion of factors which could cause future results to differ
from current expectations.
1996 Compared to 1995
Sales for 1996 totalled $6.7 billion, which generated $683.5
million of operating income and $358.0 million of net earnings
($2.22 per basic share). These results include a full year's
benefit of the May 31, 1995, acquisition of Clark Equipment Company
(Clark). The company's 1996 results, excluding the positive effect
of the Clark acquisition, also established company records.
The 1996 year included a net benefit of $12.6 million to the
company's operating income relating to the following items:
o the sales of the Process Systems Group, which generated $55
million of operating income ($34.7 million after-tax, or 21
cents per share);
o a charge of $30 million to operating income for the realignment
of the company's foreign operations ($18.9 million after-tax, or
12 cents per share);
o a charge of $7 million to operating income associated with the
exit or abandonment of selected European product lines ($4.5
million after-tax, or three cents per share); and
o a $5.4 million charge to operating income to close an Ingersoll-
Dresser Pump Company (IDP) steel foundry (approximately $2.0
million after-tax, or one cent per share).
A comparison of key financial data between 1996 and 1995 follows:
o Net sales in 1996 established a record at $6.7 billion,
reflecting a 17-percent improvement over 1995's total of $5.7
billion. Sales for 1996, excluding Clark, exceeded 1995's total
by approximately six percent.
o Cost of goods sold in 1996 was 75.0 percent of sales compared to
75.2 percent in 1995. Partial liquidations of LIFO (last-in,
first-out) inventory lowered 1996 costs by $4.8 million as
compared to a $3.4 million liquidation in 1995. Excluding the
effects of the LIFO liquidations, the 1996 cost of goods sold
relationship to sales would have been 75.1 percent versus 75.3
percent for 1995. Excluding Clark's results and the effect of
the noncomparable items from 1996 and 1995, the relationship of
cost of goods sold to sales improved slightly in 1996.
o Administrative, selling and service engineering expenses were
14.8 percent of sales in 1996, compared to 16.1 percent for
1995. This marked improvement reflects the net benefit of the
company's cost-containment and productivity-improvement
programs, which more than offset the effects of inflation on
salaries, benefits, materials and other similar items. The full
year effect of the Clark acquisition did not cause a
disproportionate benefit to the 1996 improvement.
o Operating income for 1996 totalled $683.5 million, a 37.5-
percent increase over 1995's operating income of $497.0 million.
Excluding Clark's results, operating income in 1996 totalled
$527.9 million, reflecting a 21.3-percent increase over 1995's
level without Clark. In addition, the noncomparable items in
1996 contributed a $12.6-million benefit to operating income.
Excluding these items and Clark's results, operating income for
the year reflected an 18-percent improvement over 1995.
o Interest expense for 1996 totalled $119.9 million. The interest
expense reported for 1996 was almost evenly divided between
interest expense from the combined operations of Ingersoll-Rand
and Clark, and interest expense associated with the Clark
acquisition. Interest expense for 1995 totalled $86.6 million.
o Other income (expense), net, is essentially the sum of three
activities: (i) foreign exchange, (ii) equity interests in
partially-owned equity companies, and (iii) other miscellaneous
income and expense items. In 1996, these activities resulted in
other income of $0.6 million, an unfavorable change of $10.6
million compared to 1995's net other income of $11.2 million. A
review of the components of this category shows that:
o foreign exchange activity for 1996 totalled $4.8 million
of losses, as compared to $6.2 million of losses in 1995;
o earnings from equity interests in partially-owned equity
companies were approximately $8 million lower than 1995's
level; and
o other net miscellaneous expense items were approximately
$4.0 million higher than the prior year's level, principally
due to miscellaneous foreign taxes not based on income.
o Dresser-Rand Company is a partnership between the company and
Dresser Industries, Inc. (Dresser), which is engaged worldwide
in the reciprocating compressor and turbomachinery businesses.
The company's pretax profits from its interest in Dresser-Rand
for 1996 totalled $23.0 million, a modest improvement over the
$22.0 million in the prior year. Dresser-Rand's results included
a disappointing 1996 fourth quarter, which was adversely
affected by cost overruns on a few major orders, higher legal
expenses and an increase in foreign taxes.
o The company's charges for minority interests totalled $18.9
million in 1996 versus $14.5 million in 1995. These charges
represent the interests of a minority owner (less than 50
percent) in a consolidated unit of the company. The largest
minority interest unit is IDP which represents $17.3 million of
the 1996 balance versus $12.7 million in 1995. This increase
represents a portion of the year over year improvement in IDP's
operating results. The remaining charges represent minority
interests in the company's operations principally in India and
China.
o The company's effective tax rate for 1996 was 37.0 percent,
which is consistent with 1995. The variance from the 35.0
percent statutory rate was due primarily to the higher tax rates
associated with foreign earnings, the effect of state and local
taxes, and the nondeductibility of the goodwill associated with
acquisitions.
At December 31, 1996, employment totalled 41,874. This
represents a net increase of 741 employees over 1995's level of
41,133. This increase is mainly due to the net result of employees
from businesses acquired and sold during 1996.
The following highlights the financial results and financial
condition of the company's operations, with the impact of currency
variations where appropriate:
o Cash and cash equivalents totalled $184.1 million at December
31, 1996, a $46.8-million increase over the December 31, 1995,
balance of $137.3 million. In evaluating the net change in cash
and cash equivalents, cash flows from operating, investing and
financing activities, and the effect of exchange rate changes,
should be considered. Cash flows from operating activities
provided $385.7 million, investing activities used $149.9
million and financing activities used $196.5 million. Exchange
rate changes during 1996 increased cash and cash equivalents by
$7.5 million.
o Marketable securities totalled $8.0 million at the end of 1996,
$1.3 million below the balance at December 31, 1995. The
reduction was due to the maturity of certain securities and
their conversion into cash and cash equivalents, and minimal
exchange rate fluctuations.
o Receivables totalled $1,066.2 million at December 31, 1996,
compared to $1,109.9 million at December 31, 1995, a net
decrease of $43.7 million. Currency translation decreased the
receivable balance during the year by $6.5 million, acquisitions
added approximately $19 million and the reclassification of the
assets held for sale reduced the balance by approximately $41
million. Dispositions reduced receivables by $15.9 million.
The company's focus on decreasing its receivable base through
its asset-management program produced a reduction in the average
days outstanding in receivables to 56.1 days from 1995's level
of 63.1 days.
o Inventories amounted to $775.1 million at December 31, 1996, a
reduction of $137.5 million from 1995's level of $912.6 million.
Acquisitions accounted for a $13-million increase, while
dispositions reduced inventories by $48 million. The
reclassification of assets held for sale reduced inventories by
approximately $92 million. The remaining net decrease was due
primarily to currency movements. The company's emphasis on
inventory control was demonstrated by the reduction of the
average months' supply of inventory to 3.0 months at December
31, 1996, compared to 3.3 months at December 31, 1995.
o Prepaid expenses totalled $74.1 million at the end of 1996,
$16.1 million higher than the balance at December 31, 1995. The
primary cause for the increase in 1996 was higher deposits
relating to benefit plans. Foreign exchange activity and
acquisitions had minimal effect on prepaid expenses.
o Deferred income taxes (current) of $162.4 million at December
31, 1996, represented the deferred tax benefit of the difference
between the book and tax values of various current assets and
liabilities. A schedule of the components of this balance is in
Note 14 to the Consolidated Financial Statements. The year-end
balance represented an increase of $43.9 million from the
December 31, 1995, level. Changes due to foreign currency
movements had minimal effect on the year's activity.
o The investment in Dresser-Rand totalled $152.6 million at
December 31, 1996. This represented a net increase of $58.7
million from the 1995 balance of $93.9 million. The components
of the change for 1996 consisted of income for the current year
of $23 million, a $92.1 million change in the advance account
between the entities, a minor increase caused by translation,
and a reduction caused by a return of capital of $56.7 million.
o The investments in partially-owned equity companies at December
31, 1996, totalled $223.6 million, which approximated the 1995
balance of $223.3 million. Income and dividends from
investments in partially-owned equity companies were $19.4
million and $6.8 million, respectively. Amounts due from these
units decreased from $20.4 million to $18.3 million at December
31, 1996. Currency movements primarily relating to partially-
owned equity companies in Japan caused approximately a $10-
million decrease in 1996.
o Net property, plant and equipment decreased by $133 million in
1996 to a year-end balance of $1,145.4 million. Fixed assets
from acquisitions during 1996 added $33.1 million. Capital
expenditures in 1996 totalled $195 million. The
reclassification of the fixed assets associated with Clark-Hurth
reduced the balance by approximately $136 million. Dispositions
reduced the balance by $40.4 million. In addition, foreign
exchange fluctuations decreased the net fixed asset values in
U.S. dollars by approximately $5 million. The remaining net
decrease was the result of depreciation, and sales and
retirements.
o Intangible assets, net, totalled $1,178.0 million at December
31, 1996, as compared to $1,253.6 million at December 31, 1995,
for a net decrease of $75.6 million. Acquisitions added
approximately $81 million of intangibles, primarily goodwill,
during 1996. The reclassification of the intangible assets
relating to the Clark-Hurth sale reduced the balance by
approximately $119 million at December 31, 1996. Amortization
expense accounted for a reduction of $38.0 million.
o Deferred income taxes (noncurrent) totalled $162.6 million at
December 31, 1996, which was $27.8 million higher than the 1995
balance. A listing of the components which comprised the balance
at December 31, 1996, can be found in Note 14 to the
Consolidated Financial Statements.
o Other assets totalled $223.8 million at December 31, 1996, a
decrease of $9.9 million from the December 31, 1995, balance of
$233.7 million. Other assets increased approximately $12
million due to prepaid pensions, which was more than offset by
decreases due to dispositions and the reclassification of assets
held for sale. Foreign exchange activity in 1996 had a minimal
effect on the account balance during the year.
o Accounts payable and accruals totalled $1,095.4 million at
December 31, 1996, a decrease of $34.4 million from 1995's
balance of $1,129.8 million. The reclassification of assets
held for sale and dispositions decreased accounts payable and
accruals by $69.2 million. Restructure of operations added
approximately $37 million. Acquisition activity during 1996
accounted for a $9.4-million increase and foreign exchange
activity during the year resulted in a decrease of $12.6
million.
o Loans payable were $162.3 million at the end of 1996, which
reflects a $6.9-million increase over the $155.4 million at
December 31, 1995. Current maturities of long-term debt,
included in loans payable, were $133.2 million and $102.9
million at December 31, 1996 and 1995, respectively. The
company's aggressive cash-management program decreased short-
term debt, while foreign currency fluctuations increased short-
term debt during 1996 by $4.6 million. The reclassification of
Clark-Hurth debt to assets held for sale totalled $5.7 million.
The change in current maturities of long-term debt included
movement to current maturities of $135.7 million, payments of
$104.4 million and foreign exchange activity.
o Long-term debt, excluding current maturities, totalled $1,163.8
million at December 31, 1996, a decrease of $140.6 million from
the December 31, 1995, balance of $1,304.4 million. Reductions
in long-term debt were the result of the reclassifications of
$135.7 million of current maturities to loans payable and $5.1
million related to Clark-Hurth debt reclassified to assets held
for sale. Foreign currency fluctuations had a minimal effect.
o Postemployment liabilities at December 31, 1996, totalled $814.7
million, a decrease of $17.4 million from the December 31, 1995,
balance. Postemployment liabilities include medical and life
insurance postretirement benefits, long-term pension and other
noncurrent postemployment accruals. The 1996 activity included
reductions of $22.9 million attributed to units, which were
either sold in 1996 or early 1997. Postemployment liabilities
represent the company's noncurrent liabilities in accordance
with Statement of Financial Accounting Standard(SFAS) Nos. 87,
106 and 112. (See Notes 16 and 17 to the Consolidated Financial
Statements for additional information.)
o Minority interest liabilities at December 31, 1996, totalled
$127.9 million, which represents a reduction of $54.4 million
from the $182.3 million balance at December 31, 1995. This
liability represents the ownership interests of other entities
in selected consolidated subsidiaries of the company, the
largest being Dresser Industries' 49-percent interest in IDP.
The other minority interests relate primarily to joint ventures
in India and China. IDP's minority interest at December 31,
1995, was $170.8 million. It increased by $17.3 million for
IDP's 1996 net earnings and was reduced by $74.7 million which
represented increases in advances to Dresser Industries and the
effect of translation. The liability for all other minority
interests totalled $11.5 million at December 31, 1995, and
increased to $14.5 million at the end of 1996 due to earnings,
acquisitions and advances.
o Other liabilities (noncurrent) at December 31, 1996, totalled
$148.7 million, which were $17.4 million higher than the balance
at December 31, 1995. These obligations were not expected to be
paid out in the company's next business cycle. These accruals
generally cover environmental, insurance, legal and other
contractual obligations.
o At December 31, 1996, approximately 1.5 million shares of the
company's common stock were unallocated and the $55.6 million
paid by the LESOP for those unallocated shares was classified as
a reduction of shareholders' equity pending allocation to
participants. (See Note 12 to the Consolidated Financial
Statements for additional information.)
Other information concerning the company's financial resources,
commitments and plans is as follows:
The average amount of short-term borrowings outstanding,
excluding current maturities of long-term debt, was $58.0 million
in 1996, compared to $156.1 million in 1995. The weighted average
interest rate during 1996 was 7.8%, compared to 8.3% during 1995.
The maximum amounts outstanding during 1996 and 1995, were $181.7
million and $222.0 million, respectively.
The company had $800 million in domestic short-term credit lines
at December 31, 1996, and $491.5 million of foreign credit
available for working capital purposes, all of which were unused at
the end of the year. These facilities provide direct support for
commercial paper and indirect support for other financial
instruments, such as letters of credit and comfort letters.
At December 31, 1996, the debt-to-total capital ratio was 37
percent, as compared to 42 percent at December 31, 1995. The
significant improvement in the ratio at December 31, 1996, was
primarily due to the company's continuing focus on cash management
and an increase in the company's equity.
In 1996, foreign currency translation adjustments decreased
shareholders' equity by $16.5 million. Translation adjustments of
$6.3 million relating to the sale of foreign investments were
included in income upon the sale of these businesses. The
remaining change of $10.2 million was due to the strengthening of
the U.S. dollar against other currencies in countries where the
company has significant operations and the local currencies are the
functional currencies. Currency changes in Australia, Belgium,
Germany, Italy, Japan, Singapore, South Africa and the United
Kingdom accounted for nearly all of the change.
As a result of the Clark acquisition, the company is involved in
certain repurchase arrangements relating to product-distribution
and product-financing activities. As of December 31, 1996,
repurchase arrangements relating to product financing by an
independent finance company approximated $106 million. It is not
practicable to determine the additional amount subject to
repurchase solely under dealer distribution agreements. Upon the
termination of a dealer, a newly selected dealer generally acquires
the assets of the prior dealer and assumes any related financial
obligation. Accordingly, the risk of loss to the company is
minimal. Historically, Clark incurred only immaterial losses
relating to these arrangements.
In 1996, the company continued to sell an undivided fractional
ownership interest in designated pools of accounts and notes
receivable up to a maximum of $150 million. Similar agreements
have been in effect since 1987. These agreements expire in one-
and two-year periods based on the particular pool of receivables
sold. The company intends to renew these agreements at their
expiration dates with either the current institution or another
financial institution using the basic terms and conditions of the
existing agreements. At December 31, 1996, $150 million of such
receivables remained uncollected.
REVIEW OF BUSINESS SEGMENTS
Standard Machinery
Standard Machinery Segment sales were $3.1 billion, an increase of
6.1 percent over the $2.9 billion reported for 1996. Operating
income for 1997 totalled $360.6 million, representing an increase
of 22.0 percent over last year's total of $295.5 million. The Air
Compressor Group, Melroe and Club Car, all reported improvements in
sales, operating income and operating margins for the year. The
results for the Construction and Mining Group were adversely
affected by reduced demand in its international markets and
consolidation costs related to its drilling businesses.
Engineered Equipment
The Engineered Equipment Segment is comprised solely of IDP
since the February 14, 1997, sale of the Clark-Hurth Group.
IDP reported sales of $864.2 million for 1997, which was up
slightly from 1996's total of $856.0 million. IDP's operating
income for 1997 was below the prior year's level due to the
effect of the $24 million restructuring charge recorded during
the fourth quarter of the year. IDP's continuing focus on cost
reduction and productivity improvements has led to consistently
improved operating profits over the last two years with
additional improvements expected in 1998. Clark-Hurth reported
sales for the first six weeks of the year of $41.9 million and
generated operating income of $2.7 million (inclusive of the
gain on the sale of this unit). During 1996, this segment also
included the results of the Process Systems Group, which was
sold in two pieces. Last year's operating income results for
this segment also included $55 million, which represented the
pretax gains on the sale of the Process Systems Group, as well
as its operating results.
Bearings, Locks and Tools
In 1997, the Bearings, Locks and Tools Segment reported sales of
$2.9 billion, an 18.0-percent increase over the prior year.
Operating income totalled $408.1 million, an increase of $84.8
million over the $323.3 million reported for 1996.
Bearings and Components Group sales for 1997 exceeded the prior
year by more than three percent. A strong domestic automotive
industry and continued benefits from cost-containment programs
generated an improvement of approximately $20 million in operating
income for this group in 1997.
The Architectural Hardware Group's results include the
operations of Newman Tonks since its April 3, 1997, acquisition
date. Newman Tonks generated approximately $230 million in
sales and contributed approximately $15 million of operating
income to the group's 1997 performance, after the effect of
estimated purchase accounting adjustments. Excluding Newman
Tonks, sales and operating income reported by the Architectural
Hardware Group for 1997 reflected marked improvements over the
comparable amounts in the prior year.
The Production Equipment Group sales in 1997 reflected double-
digit improvement over the amount reported for the prior year.
Operating income improved at a much higher rate over 1996 due to a
stronger domestic economy, improved markets in the European-served
area and the benefits derived from cost-containment and
productivity-improvement programs.
Thermo King
On October 31, 1997, Ingersoll-Rand acquired Thermo King, the world
leader in the transport temperature control market. Thermo King's
results have been included in the consolidated results of the
company since its acquisition. For the last two months of the
year, Thermo King's sales were $176.9 million, which generated an
operating loss of $0.2 million after the effect of purchase
accounting adjustments. Excluding the one-time purchase accounting
adjustments, operating income was $18.8 million. The acquisition
of Thermo King is expected to be accretive to earnings in 1998, the
first full year of combined operation, before considering the
benefits that potential areas of synergy will produce.
Consolidated Statement of Income
In millions except per share amounts
For the years ended December 31 1997 1996 1995
Net sales $7,103.3 $6,702.9 $5,729.0
Cost of goods sold 5,263.7 5,029.9 4,310.2
Administrative, selling and
service engineering
expenses 1,079.3 989.5 921.8
Operating income 760.3 683.5 497.0
Interest expense (136.6) (119.9) (86.6)
Other income (expense), net (2.1) 0.6 11.2
Dresser-Rand income 9.4 23.0 22.0
Minority interests (17.3) (18.9) (14.5)
Earnings before income taxes 613.7 568.3 429.1
Provision for income taxes 233.2 210.3 158.8
Net earnings $ 380.5 $ 358.0 $ 270.3
Basic earnings per share $2.33 $2.22 $1.70
Diluted earnings per share $2.31 $2.21 $1.69
See accompanying Notes to Consolidated Financial Statements.
Consolidated Balance Sheet
In millions except share amounts
December 31 1997 1996
Assets
Current assets:
Cash and cash equivalents $ 104.9 $ 184.1
Marketable securities 6.9 8.0
Accounts and notes receivable, less
allowance for doubtful accounts of
$33.9 in 1997 and $34.3 in 1996 1,281.5 1,066.2
Inventories 854.8 775.1
Prepaid expenses 89.5 74.1
Assets held for sale 46.5 265.7
Deferred income taxes 160.8 162.4
2,544.9 2,535.6
Investments and advances:
Dresser-Rand Company 115.0 152.6
Partially-owned equity companies 213.0 223.6
328.0 376.2
Property, plant and equipment, at cost:
Land and buildings 682.7 637.9
Machinery and equipment 1,592.5 1,465.8
2,275.2 2,103.7
Less-accumulated depreciation 992.0 958.3
1,283.2 1,145.4
Intangible assets, net 3,833.0 1,178.0
Deferred income taxes 214.9 162.6
Other assets 211.6 223.8
$8,415.6 $5,621.6
Liabilities and Equity
Current liabilities:
Accounts payable and accruals $1,370.5 $1,095.4
Loans payable 925.1 162.3
Customers' advance payments 14.5 19.1
Income taxes 17.7 13.4
2,327.8 1,290.2
Long-term debt 2,528.0 1,163.8
Postemployment liabilities 937.1 814.7
Minority interests 127.9 127.9
Other liabilities 153.4 134.2
Shareholders' equity:
Common stock, $2 par value, authorized
600,000,000 shares; issued:
1997-167,410,183; 1996-110,276,506 334.8 220.6
Capital in excess of par value 92.4 143.5
Earnings retained for use in the business 2,156.5 1,869.6
2,583.7 2,233.7
Less: Unallocated LESOP shares, at cost 41.4 55.6
Treasury stock, at cost 44.5 11.5
Foreign currency equity adjustment 156.4 75.8
Shareholders' equity 2,341.4 2,090.8
$8,415.6 $5,621.6
See accompanying Notes to Consolidated Financial Statements.
Consolidated Statement of Shareholders' Equity
In millions except share amount
December 31 1997 1996 1995
Common stock, $2 par value:
Balance at beginning of year $ 220.6 $ 219.4 $ 218.3
Exercise of stock options 2.7 1.1 1.0
Issuance of shares under
stock plans 0.1 0.1 0.1
Stock split 3-for-2 111.4 -- --
Balance at end of year 334.8 220.6 219.4
Capital in excess of par value:
Balance at beginning of year 143.5 121.6 42.4
Exercise of stock options
including tax benefits 49.9 17.5 14.6
Issuance of shares under
stock plans 2.7 1.8 2.0
Sale of treasury shares to LESOP -- -- 62.7
Allocation of LESOP shares to
employees 7.7 2.6 (0.1)
Stock split 3-for-2 (111.4) -- --
Balance at end of year 92.4 143.5 121.6
Earnings retained for use
in the business:
Balance at beginning of year 1,869.6 1,595.5 1,403.7
Net earnings 380.5 358.0 270.3
Cash dividends (93.6) (83.9) (78.5)
Balance at end of year 2,156.5 1,869.6 1,595.5
Unallocated leveraged employee
stock ownership plan:
Balance at beginning of year (55.6) (70.2) --
Purchase of treasury shares -- -- (73.1)
Allocation of shares to employees 14.2 14.6 2.9
Balance at end of year (41.4) (55.6) (70.2)
Treasury stock-at cost:
Common stock, $2 par value:
Balance at beginning of year (11.5) (11.5) (53.1)
Purchase of treasury shares (33.0) -- --
Sale of treasury shares to LESOP -- -- 41.6
Balance at end of year (44.5) (11.5) (11.5)
Foreign currency
equity adjustment:
Balance at beginning of year (75.8) (59.3) (80.0)
Adjustments due to:
Translation changes (77.5) (10.2) 20.7
Dispositions (3.1) (6.3) --
Balance at end of year (156.4) (75.8) (59.3)
Total shareholders' equity $2,341.4 $2,090.8 $1,795.5
Shares of Capital Stock:
Common stock, $2 par value:
Balance at beginning of year 110,276,506 109,704,883 109,168,872
Exercise of stock options 1,346,300 519,550 474,250
Issuance of shares under
stock plans 60,567 52,073 61,761
Stock split 3-for-2 55,726,810 -- --
Balance at end of year 167,410,183 110,276,506 109,704,883
Unallocated leveraged employee
stock ownership plan:
Common stock, $2 par value:
Balance at beginning of year 1,534,004 1,937,198 --
Purchase of treasury shares -- -- 2,878,008
LESOP shares allocated to
employees (448,800) (403,194) (940,810)
Stock split 3-for-2 626,547 -- --
Balance at end of year 1,711,751 1,534,004 1,937,198
Treasury stock:
Common stock, $2 par value:
Balance at beginning of year 794,724 794,724 3,672,732
Purchase of treasury shares 694,146 -- --
Stock split 3-for-2 512,562 -- --
Sale of shares to LESOP -- -- (2,878,008)
Balance at end of year 2,001,432 794,724 794,724
See accompanying Notes to Consolidated Financial Statements.
Consolidated Statement of Cash Flows
In millions
For the years ended December 31 1997 1996 1995
Cash flows from operating activities:
Net earnings $ 380.5 $ 358.0 $ 270.3
Adjustments to arrive at net cash
provided by operating activities:
Depreciation and amortization 212.3 202.6 179.4
(Gain)/loss on sale of businesses (7.7) (58.0) 7.1
Gain on sale of property, plant
and equipment (3.2) (10.3) (3.6)
Minority interests, net of dividends 14.9 18.0 13.6
Equity earnings/losses,
net of dividends (19.9) (35.6) (41.5)
Deferred income taxes 8.2 (4.5) 15.1
Other items 27.1 12.3 1.4
Restructure of operations 38.7 42.4 --
Changes in assets and liabilities
(Increase) decrease in:
Accounts and notes receivable (21.5) (1.0) 50.9
Inventories 48.7 (5.3) (15.2)
Other current and noncurrent
assets (5.2) (36.8) (33.1)
(Decrease) increase in:
Accounts payable and accruals 53.8 (17.8) (37.9)
Other current and noncurrent
liabilities (23.2) (78.3) (2.9)
Net cash provided by operating
activities 703.5 385.7 403.6
Cash flows from investing activities:
Capital expenditures (186.0) (195.0) (211.7)
Proceeds from sales of property,
plant and equipment 34.8 33.3 26.5
Proceeds from business dispositions 252.8 183.8 --
Acquisitions, net of cash* (2,891.3) (133.5) (1,136.5)
Increase in marketable securities (0.4) (3.6) (4.6)
Cash (invested in) or advances (to)
from equity companies 47.6 (34.9) 18.4
Net cash used in investing
activities (2,742.5) (149.9) (1,307.9)
Cash flows from financing activities:
Increase (decrease) in short-term
borrowings 685.8 (24.3) (81.5)
Debt issuance costs (19.1) -- (6.0)
Proceeds from long-term debt 1,508.6 0.1 901.7
Payments of long-term debt (133.8) (104.7) (23.7)
Net change in debt 2,041.5 (128.9) 790.5
Proceeds from exercise of stock
options 43.3 16.3 13.9
(Purchase)/sale of treasury stock (33.0) -- 104.3
Dividends paid (93.6) (83.9) (78.5)
Net cash (used in) provided by
financing activities 1,958.2 (196.5) 830.2
Effect of exchange rate changes on cash
and cash equivalents 1.6 7.5 4.4
Net (decrease) increase in cash
and cash equivalents (79.2) 46.8 (69.7)
Cash and cash equivalents-
beginning of year 184.1 137.3 207.0
Cash and cash equivalents-end of year $ 104.9 $ 184.1 $ 137.3
*Acquisitions:
Working capital, other than cash $ (113.8) $ (22.1) $ (161.4)
Property, plant and equipment (186.6) (33.1) (292.0)
Intangibles and other assets (2,739.5) (81.7) (1,330.0)
Long-term debt and other liabilities 148.6 3.4 646.9
Net cash used to acquire businesses $(2,891.3) $ (133.5) $(1,136.5)
Cash paid during the year for:
Interest, net of amounts capitalized $ 136.1 $ 120.2 $ 72.1
Income taxes 227.0 262.3 120.1
See accompanying Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Ingersoll-Rand is a multinational manufacturer of primarily
nonelectrical industrial machinery and equipment. The company's
principal lines of business are air compressors, architectural
hardware products, automotive parts and components, construction
equipment, golf cars and utility vehicles, pumps, tools and
transport temperature control systems. The company's broad
product line has applications in numerous industries including
automotive, construction, mining, utilities, housing,
recreational and transportation, as well as the general
industrial market. A summary of significant accounting policies
used in the preparation of the accompanying financial statements
follows:
Principles of Consolidation: The consolidated financial
statements include the accounts of all wholly-owned and
majority-owned subsidiaries. Intercompany transactions and
balances have been eliminated. Partially-owned equity companies
are accounted for under the equity method. In conformity with
generally accepted accounting principles, management has used
estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses, and the disclosure of
contingent assets and liabilities. Actual results could differ
from those estimates.
Cash Equivalents: The company considers all highly liquid
investments, consisting primarily of time deposits and commercial
paper with maturities of three months or less when purchased, to
be cash equivalents. Cash equivalents were $16.2 million and
$20.7 million at December 31, 1997 and 1996, respectively.
Inventories: Inventories are generally stated at cost, which is
not in excess of market. 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.
Property and Depreciation: The company principally uses
accelerated depreciation methods for assets placed in service
prior to December 31, 1994, and the straight-line method for
assets acquired subsequent to that date.
Intangible Assets: Intangible assets primarily represent the
excess of the purchase price of acquisitions over the fair value
of the net assets acquired. Such excess costs are being
amortized on a straight-line basis generally over 40 years.
Goodwill at December 31, 1997 and 1996, was $3.8 billion and $1.1
billion, respectively. The carrying value of goodwill is
evaluated periodically in relation to the operating performance
and future undiscounted net cash flows of the related business.
Intangible assets also represent costs allocated to patents,
tradenames and other specifically identifiable assets arising
from business acquisitions. These assets are amortized on a
straight-line basis over their estimated useful lives.
Accumulated amortization at December 31, 1997 and 1996, was
$137.7 million and $82.3 million, respectively. Amortization of
intangible assets was $54.7 million, $38.0 million and $25.3
million in 1997, 1996 and 1995, respectively.
Income Taxes: Deferred taxes are provided on temporary
differences between assets and liabilities for financial
reporting and tax purposes as measured by enacted tax rates
expected to apply when temporary differences are settled or
realized. A valuation allowance is established for deferred tax
assets for which realization is not likely.
Environmental Costs: Environmental expenditures relating to
current operations are expensed or capitalized as appropriate.
Expenditures relating to existing conditions caused by past
operations, which do not contribute to current or future
revenues, are expensed. Costs to prepare environmental site
evaluations and feasibility studies are accrued when the company
commits to perform them. Liabilities for remediation costs are
recorded when they are probable and reasonably estimable,
generally no later than the completion of feasibility studies or
the company's commitment to a plan of action. The assessment of
this liability is calculated based on existing technology, does
not reflect any offset for possible recoveries from insurance
companies and is not discounted. There were no material changes
in the liability for all periods presented.
Revenue Recognition: Sales of products are recorded for
financial reporting purposes generally when the products are
shipped.
Research, Engineering and Development Costs: Research and
development expenditures, including engineering costs, are
expensed when incurred and amounted to $215.5 million in 1997,
$209.3 million in 1996 and $190.4 million in 1995.
Foreign Currency: Assets and liabilities of foreign entities,
where the local currency is the functional currency, have been
translated at year-end exchange rates, and income and expenses
have been translated using weighted average-for-the-year exchange
rates. Adjustments resulting from translation have been recorded
in shareholders' equity and are included in net earnings only
upon sale or liquidation of the underlying foreign investment.
For foreign entities where the U.S. dollar is the functional
currency, inventory and property balances and related income
statement accounts have been translated using historical exchange
rates, and resulting gains and losses have been credited or
charged to net earnings.
Foreign currency transactions and translations recorded in the
income statement decreased net earnings by $0.5 million, $3.5
million and $3.9 million in 1997, 1996 and 1995, respectively.
Shareholders' equity was decreased in 1997 and 1996 by $80.6
million and $16.5 million, respectively, and increased in 1995 by
$20.7 million due to foreign currency equity adjustments related
to translation and dispositions.
The company hedges certain foreign currency transactions and
firm foreign currency commitments by entering into forward
exchange contracts (forward contracts). Gains and losses
associated with currency rate changes on forward contracts
hedging foreign currency transactions are recorded currently in
income. Gains and losses on forward contracts hedging firm
foreign currency commitments are deferred off-balance sheet and
included as a component of the related transaction, when
recorded; however, a loss is not deferred if deferral would lead
to the recognition of a loss in future periods. Cash flows
resulting from forward contracts accounted for as hedges of
identifiable transactions or events are classified in the same
category as the cash flows from the items being hedged.
Earnings Per Share: In 1997, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 128, "Earnings per Share." SFAS No. 128 replaced the
calculation of primary and fully diluted earnings per share with
basic and diluted earnings per share. Basic earnings per share
is based on the weighted average number of common shares
outstanding. Diluted earnings per share is based on the weighted
average number of common shares outstanding as well as dilutive
potential common shares, which in the company's case comprise
shares issuable under stock benefit plans. The weighted average
number of common shares outstanding for basic earnings per share
calculations were 163,206,932, 161,238,547 and 159,103,617 for
1997, 1996 and 1995, respectively. For diluted earnings per
share purposes, these balances increase by 1,617,803, 1,031,137
and 495,479 shares for 1997, 1996 and 1995, respectively, due to
the effect of common equivalent shares which were issuable under
the company's stock benefit plans. All earnings per share
amounts for all periods have been restated to conform to the SFAS
No. 128 requirements. The adoption did not have a material
effect on the calculation of EPS.
In addition, all applicable earnings per share amounts
presented have been restated to reflect the 1997 common stock
split discussed in Note 11.
Stock-Based Compensation: SFAS No. 123, "Accounting for Stock-
Based Compensation," requires companies to measure employee stock
compensation plans based on the fair value method of accounting
or to continue to apply APB No. 25, "Accounting for Stock Issued
to Employees," and provide pro forma footnote disclosures under
the fair value method in SFAS No. 123. The company continues to
apply the principles of APB No. 25 and has provided pro forma
fair value disclosures in Note 13.
New Accounting Standards: In June 1997, the FASB issued SFAS No.
130, "Comprehensive Income," effective January 1, 1998. The
company will comply with the new rules for the reporting and
display of comprehensive income and its components in 1998. Also
in June 1997, the FASB issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131
will be effective January 1, 1998, for the year ending December
31, 1998. The company is evaluating the requirements of the
statement and will comply as required.
NOTE 2 - ACQUISITIONS OF BUSINESSES: On October 31, 1997, the
company acquired Thermo King Corporation (Thermo King), from
Westinghouse Electric Corporation, for approximately $2.56
billion in cash. Thermo King is the world leader in the
transport temperature control business for trailers, truck
bodies, seagoing containers, buses and light-rail cars. The
following unaudited pro forma consolidated results of
operations for the years ended December 31, 1997 and 1996,
reflect the acquisition as though it occurred at the
beginning of the period after adjustments for the impact of
interest on acquisition debt, and depreciation and
amortization of assets, including goodwill, to reflect the
purchase price allocation (in millions except per share
amounts):
(Unaudited)
For the year ended December 31, 1997 1996
Sales $7,965.4 $7,698.4
Net earnings 390.1 342.2
Basic earnings per share $2.39 $2.12
Diluted earnings per share 2.37 2.11
The above pro forma results are not necessarily indicative of
what the actual results would have been had the acquisition
occurred at the beginning of the period. Further, the pro forma
results are not intended to be a projection of future results of
the combined companies.
On April 3, 1997, the company completed the acquisition of
Newman Tonks Group PLC (Newman Tonks), a producer of
architectural hardware, for approximately $370 million.
Newman Tonks is a leading manufacturer, specifier and
supplier of branded architectural hardware products with 1996
sales of approximately $425 million.
On August 27, 1996, the company acquired for $34.3 million
in cash and the assumption of certain liabilities,
substantially all of the assets of Zimmerman International
Corp. (Zimmerman). Zimmerman manufactures equipment and
systems that assist in handling or lifting tools, components
and materials for a variety of industrial operations. On
January 31, 1996, the company acquired for $95.4 million in
cash and the assumption of certain liabilities, the
Steelcraft Division of MascoTech, Inc. Steelcraft
manufactures a wide range of cold-rolled and galvanized steel
doors for use primarily in nonresidential construction.
In May 1995, the company acquired Clark Equipment Company for
approximately $1.5 billion. Clark's business was the design,
manufacture and sale of compact construction machinery, asphalt
paving equipment, axles and transmissions for off-highway
equipment, golf cars and utility vehicles. Included among the
assets acquired by the company (indirectly through the
acquisition of the shares of Clark) were the Melroe Company, Blaw-
Knox Construction Equipment Company, Clark-Hurth Components (sold
February 1997, see Note 3) and Club Car, Inc.
These transactions have been accounted for as purchases and
accordingly, each purchase price was allocated to the acquired
assets and assumed liabilities based on their estimated fair
values. The company has classified as intangible assets the
costs in excess of the fair value of the net assets of companies
acquired. The results of all acquired operations have been
included in the consolidated financial statements from their
respective acquisition dates.
NOTE 3 - DISPOSITIONS AND RESTRUCTURE OF OPERATIONS: On February
14, 1997, the company sold the Clark-Hurth Components Group
(Clark-Hurth) to Dana Corporation for approximately $241.5
million of net cash. At December 31, 1996, the net assets held
for sale totalled $265.7 million and were classified as current
assets on the Consolidated Balance Sheet. Clark-Hurth results
were reported as part of the Engineered Equipment Segment. This
group's 1997 results, inclusive of the sale transaction, produced
operating income for the first quarter of approximately $2.7
million, but on an after-tax basis, reduced net earnings by
approximately $3.6 million.
The company has classified $46.5 million of assets held for
sale as current assets at December 31, 1997. The majority of
this amount includes certain assets of Newman Tonks that have
been classified as assets held for sale since its acquisition.
The remainder relates to certain drilling assets of the
Construction and Mining Group. All amounts are expected to be
sold prior to the end of 1998.
In the fourth quarter of 1997, the company's 51-percent owned
joint venture Ingersoll-Dresser Pump (IDP) recorded a
restructuring charge of $24 million. The charge includes the
costs of personnel reductions in administrative and sales support
and the consolidation of repair and service operations. An
additional charge of $14.7 million was recorded for the writedown
of assets held for sale by the Construction and Mining Group.
In August 1996, the company agreed to sell the remaining assets
of the Process Systems Group to Gencor Industries, Inc. The sale
was completed during the fourth quarter of 1996 at a price of
approximately $58 million in cash for a pretax gain of
approximately $10 million. The Process Systems Group was
reported as part of the Engineered Equipment Segment.
On March 26, 1996, the company sold the assets of the Pulp
Machinery Division (the largest unit in the Process Systems
Group) for approximately $122.3 million to Beloit Corporation, a
subsidiary of Harnischfeger Industries, Inc., for a pretax gain
of $45 million. In addition, in March 1996, the company sold an
investment for a gain of $4.8 million.
In the first and fourth quarters of 1996, the company accrued
for the realignment of its foreign operations, principally in
Europe. These accruals were primarily for severance payments and
pension benefits associated with work force reductions. Also in
the first quarter of 1996, accruals were established for the exit
or abandonment of selected European product lines and the closing
of a steel foundry. These accruals totalled $42.4 million and
were charged to operating income.
On May 15, 1995, the company sold its domestic paving equipment
business to Champion Road Machinery Limited of Canada. The sale
was a preacquisition requirement, in order to satisfy concerns of
the United States Justice Department, prior to the Clark
acquisition. The company incurred a $7.1 million pretax loss
associated with this sale.
NOTE 4 - INVENTORIES: At December 31, inventories were as
follows:
In millions 1997 1996
Raw materials and supplies $ 174.1 $ 156.2
Work-in-process 218.6 238.7
Finished goods 613.8 538.1
1,006.5 933.0
Less-LIFO reserve 151.7 157.9
Total $ 854.8 $ 775.1
Work-in-process inventories are stated after deducting customer
progress payments of $17.8 million in 1997 and $24.9 million in
1996. At December 31, 1997 and 1996, LIFO inventories comprised
approximately 40 percent and 43 percent, respectively, of
consolidated inventories.
During the periods presented, certain inventory quantities were
reduced, resulting in partial liquidations of LIFO layers. This
decreased cost of goods sold by $4.1 million in 1997, $4.8
million in 1996 and $3.4 million in 1995. These liquidations
increased net earnings in 1997, 1996 and 1995 by approximately
$2.5 million, $2.9 million and $2.1 million, respectively.
NOTE 5 - INVESTMENTS IN PARTIALLY-OWNED EQUITY COMPANIES: The
company has numerous investments, ranging from 20 percent to 50
percent, in companies that operate in similar lines of business.
The company's investments in and amounts due from partially-owned
equity companies amounted to $199.5 million and $13.5 million,
respectively, at December 31, 1997, and $205.3 million and $18.3
million, respectively, at December 31, 1996. The company's
equity in the net earnings of its partially-owned equity
companies was $19.2 million, $19.4 million and $26.2 million in
1997, 1996 and 1995, respectively.
The company received dividends based on its equity interests in
these companies of $8.7 million, $6.8 million and $6.7 million in
1997, 1996 and 1995, respectively.
Summarized financial information for these partially-owned
equity companies at December 31, and for the years presented was:
In millions 1997 1996
Current assets $ 471.2 $ 463.9
Property, plant and
equipment, net 258.4 279.4
Other assets 19.6 29.7
Total assets $ 749.2 $ 773.0
Current liabilities $ 242.4 $ 243.7
Long-term debt 75.3 78.2
Other liabilities 31.3 37.0
Total shareholders' equity 400.2 414.1
Total liabilities
and equity $ 749.2 $ 773.0
In millions 1997 1996 1995
Net sales $ 886.8 $ 890.5 $ 872.5
Gross profit 152.2 165.0 180.2
Net earnings 40.2 42.6 55.8
NOTE 6 - DRESSER-RAND COMPANY: Dresser-Rand Company, a
manufacturer of reciprocating compressor and turbomachinery
products, is a partnership between Dresser Industries, Inc. (51
percent), and the company (49 percent). The company's investment
in Dresser-Rand is accounted for using the equity method of
accounting.
The company's investment in Dresser-Rand was $154.7 million and
$149.4 million at December 31, 1997 and 1996, respectively. The
company owed Dresser-Rand $39.7 million at December 31, 1997, and
Dresser-Rand owed the company $3.2 million at December 31, 1996.
During 1996, Dresser-Rand approved and distributed $115.7 million
of capital to its partners of which $56.7 million was distributed
to the company. Dresser-Rand recorded a $36.4 million
restructuring charge in the fourth quarter of 1997, which reduced
the company's earnings proportionally.
Summarized financial information for Dresser-Rand at December 31,
and for the years presented was:
In millions 1997 1996
Current assets $ 488.4 $ 496.5
Property, plant and
equipment, net 248.2 262.5
Other assets 54.1 49.8
Total assets 790.7 808.8
Deduct:
Current liabilities 368.4 306.4
Other liabilities 195.8 204.4
564.2 510.8
Net partners' equity
and advances $ 226.5 $ 298.0
In millions 1997 1996 1995
Net sales $1,161.6 $1,179.9 $1,081.4
Gross profit 230.2 226.7 212.5
Net earnings 19.2 46.9 44.9
NOTE 7 - ACCOUNTS PAYABLE AND ACCRUALS: Accounts payable and
accruals at December 31, were:
In millions 1997 1996
Accounts payable $ 411.1 $ 295.8
Accrued:
Payrolls and benefits 253.1 184.0
Taxes other than income 41.4 40.4
Insurance and claims 114.5 104.1
Postemployment benefits 68.7 99.4
Warranties 76.2 45.0
Interest 41.5 33.6
Other accruals 364.0 293.1
$1,370.5 $1,095.4
NOTE 8 - FINANCIAL INSTRUMENTS: The company, as a large
multinational company, maintains significant operations in
foreign countries. As a result of these global activities, the
company is exposed to changes in foreign currency exchange rates,
which affect the results of operations and financial condition.
The company manages exposure to changes in foreign currency
exchange rates through its normal operating and financing
activities, as well as through the use of financial instruments.
Generally, the only financial instruments the company utilizes
are forward exchange contracts.
The purpose of the company's hedging activities is to mitigate
the impact of changes in foreign currency exchange rates. The
company attempts to hedge transaction exposures through natural
offsets. To the extent that this is not practicable, major
exposure areas considered for hedging include foreign currency
denominated receivables and payables, intercompany loans, firm
committed transactions, anticipated sales and purchases, and
dividends relating to foreign subsidiaries. The following table
summarizes by major currency the contractual amounts of the
company's forward contracts in U.S. dollars. Foreign currency
amounts are translated at year-end rates at the respective
reporting date. The "buy" amounts represent the U.S. equivalent
of commitments to purchase foreign currencies, and the "sell"
amounts represent the U.S. equivalent of commitments to sell
foreign currencies. Some of the forward contracts involve the
exchange of two foreign currencies according to local needs in
foreign subsidiaries.
At December 31, the contractual amounts were:
In millions 1997 1996
Buy Sell Buy Sell
Australian dollars $ 19.5 $ 0.5 $ 9.7 $ 1.8
Canadian dollars 20.3 12.4 15.2 5.5
Czech koruna -- 16.2 -- --
Deutsche marks 27.1 194.0 10.9 131.3
French francs 2.7 64.0 4.8 14.1
Irish punts 71.7 -- 0.8 --
Italian lira 47.0 32.9 31.7 4.5
Japanese yen 20.4 4.9 13.8 4.4
British pounds 37.0 113.7 54.0 155.5
South African rand -- 2.5 1.5 14.8
Spanish pesetas 5.5 18.9 1.2 1.7
Other 10.3 5.8 16.9 6.3
Total $261.5 $465.8 $160.5 $339.9
Forward contracts for normal operating activities have
maturities of one to 12 months; and forward contracts for
intercompany loans have original maturities that range from one
month to 36 months.
The company's forward contracts do not subject the company to
risk due to foreign exchange rate movement, since gains and
losses on these contracts generally offset losses and gains on
the assets, liabilities or other transactions being hedged.
The counterparties to the company's forward contracts consist
of a number of major international financial institutions. The
credit ratings and concentration of risk of these financial
institutions are monitored on a continuing basis and present no
significant credit risk to the company.
The carrying value of cash and cash equivalents, marketable
securities (classified as held to maturity), accounts receivable,
short-term borrowings and accounts payable are a reasonable
estimate of their fair value due to the short-term nature of
these instruments. The following table summarizes the estimated
fair value of the company's remaining financial instruments at
December 31:
In millions 1997 1996
Long-term debt:
Carrying value $2,528.0 $1,163.8
Estimated fair value 2,587.4 1,194.8
Forward contracts:
Contract (notional) amounts:
Buy contracts $ 261.5 $ 160.5
Sell contracts 465.8 339.9
Fair (market) values:
Buy contracts 260.9 161.0
Sell contracts 461.6 349.5
Fair value of long-term debt was determined by reference to the
December 31, 1997 and 1996, market values of comparably rated
debt instruments. Fair values of forward contracts are based on
dealer quotes at the respective reporting dates.
NOTE 9 - LONG-TERM DEBT AND CREDIT FACILITIES:
At December 31, long-term debt consisted of:
In millions 1997 1996
6 7/8% Notes Due 2003 $ 100.0 $ 100.0
6.255% Notes Due 2001 400.0 --
9% Debentures Due 2021 125.0 125.0
7.20% Debentures Due 2025 150.0 150.0
6.48% Debentures Due 2025 150.0 150.0
6.391% Debentures Due 2027 200.0 --
6.443% Debentures Due 2027 200.0 --
Medium Term Notes Due 1999-2028, at
an average rate of 6.43% 1,039.9 467.5
9.75% Clark Debentures Due 2001 100.0 100.0
Clark Medium Term Notes Due 2023,
at an average rate of 8.22% 50.2 60.2
Other domestic and foreign
loans and notes, at end-
of-year average interest
rates of 7.321% in 1997
and 5.53% in 1996, maturing
in various amounts to 2013 12.9 11.1
$2,528.0 $1,163.8
Debt retirements for the next five years are as follows:
$145.1 million in 1998, $252.3 million in 1999, $101.7 million in
2000, $761.8 million in 2001 and $82.3 million in 2002.
In November 1997, the company issued $400.0 million of notes at
6.255% per annum due 2001. In addition, the company issued two
series of debentures for $200.0 million each at 6.391% per annum
and 6.443% per annum, respectively, due in 2027. The 6.391%
debentures and the 6.443% debentures may be repaid at the option
of the holder on November 15, 2004 and November 15, 2007,
respectively, and each November 15 thereafter. During November
and December 1997, the company also issued medium-term notes
totalling $706.4 million at an average annual rate of 6.30% with
maturities ranging from 1999 to 2028. Some of the medium-term
notes may be repaid at the option of the holder prior to the
stated maturity. The proceeds from these financings were used to
refinance short-term borrowings related to the acquisition of
Thermo King.
In June 1995, the company issued $150.0 million of debentures
at 7.20% per annum, which are not redeemable prior to maturity in
2025. These debentures require annual installments of $7.5
million into a sinking fund beginning June 1, 2006. Also in June
1995, the company issued $150.0 million of debentures at 6.48%
per annum due in 2025, which may be repaid at the option of the
holder on June 1, 2005. During July and August 1995, the company
issued medium-term notes totalling $600.0 million at an average
rate of 6.57% with maturities ranging from 1997 to 2004. The
proceeds from these financings were used to refinance short-term
borrowings related to the acquisition of Clark.
At December 31, 1997, the company had a 364-day and a five-year
committed revolving credit line totalling $1.5 billion, both of
which were unused. These lines provide support for commercial
paper and indirectly provide support for other financial
instruments, such as letters of credit and comfort letters, as
required in the normal course of business. The company
compensates banks for these lines with fees equal to a weighted
average of 0.06% per annum. Available foreign lines of credit
were $509.4 million, of which $450.4 million were unused at
December 31, 1997. No major cash balances were subject to
withdrawal restrictions. At December 31, 1997, the average rate
of interest for loans payable, excluding the current portion of
long-term debt, was 6.387%.
Capitalized interest on construction and other capital projects
amounted to $3.2 million, $4.6 million and $3.5 million in 1997,
1996 and 1995, respectively. Interest income, included in other
income (expense), net, was $14.9 million, $10.3 million and $11.5
million in 1997, 1996 and 1995, respectively.
NOTE 10 - COMMITMENTS AND CONTINGENCIES: The company is involved
in various litigations, claims and administrative proceedings,
including environmental matters, arising in the normal course of
business. In assessing its potential environmental liability,
the company bases its estimates on current technologies and does
not discount its liability or assume any insurance recoveries.
Amounts recorded for identified contingent liabilities are
estimates, which are reviewed periodically and adjusted to
reflect additional information when it becomes available.
Subject to the uncertainties inherent in estimating future costs
for contingent liabilities, management believes that recovery or
liability with respect to these matters would not have a material
effect on the financial condition, results of operations,
liquidity or cash flows of the company for any year.
During 1997, the company established two wholly-owned special
purpose subsidiaries to purchase accounts and notes receivable at
a discount from the company on a continuous basis. These special
purpose subsidiaries simultaneously sell an undivided interest in
these accounts and notes receivable to a financial institution up
to a maximum of $150 million. The agreements between the special
purpose corporations and the financial institution will expire in
one- and two-year periods. These agreements will be renewed with
either the current or another financial institution. The company
is retained as the servicer of the pooled receivables. Prior to
1997, the company had sold an undivided interest in the accounts
and notes receivables directly to financial institutions. During
1997, 1996 and 1995, such sales of receivables amounted to $614.0
million, $593.7 million and $533.7 million, respectively. At
December 31, 1997 and 1996, $150 million of such sold receivables
remained uncollected.
Receivables, excluding the designated pool of accounts and
notes receivable, sold during 1997, 1996 and 1995 with recourse,
amounted to $56.9 million, $147.4 million and $175.9 million,
respectively. At December 31, 1997 and 1996, $13.3 million and
$36.2 million, respectively, of such receivables sold remained
uncollected.
As of December 31, 1997, the company had no significant
concentrations of credit risk in trade receivables due to the
large number of customers which comprised its receivables base
and their dispersion across different industries and countries.
In the normal course of business, the company has issued
several direct and indirect guarantees, including performance
letters of credit, totalling approximately $133.8 million at
December 31, 1997. Management believes these guarantees will not
adversely affect the consolidated financial statements.
Additionally, the company has entered into certain repurchase
arrangements relating to product-distribution and product-
financing activities involving the company's operations. As of
December 31, 1997, repurchase arrangements relating to product
financing by an independent finance company approximate $141
million. It is not practicable to determine the additional
amount subject to repurchase solely under dealer-distribution
agreements. The total exposure to loss on these repurchase
arrangements is subject to a $1 million ultimate net loss
provision. The company has also guaranteed the residual value of
leased product in the aggregate amount of $28.7 million. Upon
the termination of a dealer, a newly selected dealer generally
acquires the assets of the prior dealer and assumes any related
financial obligation. Accordingly, the risk of loss to the
company is minimal, and historically, only immaterial losses have
been incurred relating to these arrangements.
Clark sold Clark Material Handling Company (CMHC), its forklift
truck business, to Terex Corporation (Terex) in 1992. In 1996,
Terex sold CMHC to CMHC Acquisition Corp. (CMHCAC). Terex and
CMHCAC assumed substantially all of the obligations for existing
and future product liability claims involving CMHC products. In
the event that Terex and CMHCAC fail to perform or are unable to
discharge any of the assumed obligations, the company could be
required to discharge such obligations. While the aggregate
losses associated with these obligations could be
significant, the company does not believe they would materially
affect the financial condition, the results of operations,
liquidity or cash flows of the company in any year.
Certain office and warehouse facilities, transportation
vehicles and data processing equipment are leased. Total rental
expense was $76.2 million in 1997, $66.9 million in 1996 and
$64.7 million in 1995. Minimum lease payments required under
noncancellable operating leases with terms in excess of one year
for the next five years and thereafter, are as follows: $47.9
million in 1998, $36.5 million in 1999, $24.7 million in 2000,
$13.6 million in 2001, $10.9 million in 2002 and $23.1 million
thereafter.
NOTE 11 - COMMON STOCK: In May 1997, the board of directors
authorized the repurchase of up to 15.0 million shares (adjusted
for the three-for-two stock split) of the company's common stock
at management's discretion. Shares repurchased will be used to
replenish the company's treasury shares, which were substantially
depleted by a transfer of shares to the Leveraged Employee Stock
Ownership Plan, and for general corporate purposes.
In August 1997, the board of directors declared a three-for-two
stock split of the company's common stock. The stock split was
made in the form of a stock dividend, and was paid on September
2, 1997, to shareholders of record on August 19, 1997. All prior
year per share amounts have been restated to reflect the stock
split.
On December 7, 1988, the board of directors adopted a Rights
Plan (Plan) and declared a dividend distribution of one right for
each then outstanding share of the company's common stock. As a
result of the two-for-one stock split in 1992, and the three-for-
two stock split in 1997, each current outstanding share of the
company's common stock has one-third of a right associated with
it. In December 1994, the Plan was amended by the board of
directors. Under the Plan as amended, each right entitles the
holder to purchase 1/100th of a share of Series A preference
stock at an exercise price of $130. The company has reserved
563,000 shares of Series A preference stock for issuance upon
exercise of the rights. The rights become exercisable in
accordance with the provisions of the Plan on (i) the tenth day
following the acquisition by a person or group of persons of 15
percent or more of the company's common stock, (ii) the tenth day
after the commencement of a tender or exchange offer for 15
percent or more of the company's common stock, or (iii) the
determination by the board of directors that a person is an
Adverse Person as defined in the Plan (Distribution Date). Upon
either a person's becoming an Acquiring Person as defined in the
Plan, or the board's determination that a person is an Adverse
Person, or the occurrence of certain other events following the
Distribution Date, each holder of a right shall thereafter have a
right to receive the common stock of the company (or in certain
circumstances, the stock of an acquiring entity) for a price of
approximately half its value. The rights are not exercisable by
any Acquiring Person or Adverse Person. The Plan as amended
provides that the board of directors, at its option any time
after any person becomes an Acquiring Person or an Adverse
Person, may exchange all or part of the outstanding and
exercisable rights for shares of common stock, currently at an
exchange ratio of one right for two shares. The right of the
holders to exercise the rights to purchase shares automatically
terminates if the board orders an exchange of rights for shares.
The rights may be redeemed by the company for one cent per right
in accordance with the provisions of the Plan. The rights will
expire on December 22, 1998, unless redeemed earlier by the
company.
NOTE 12 - LEVERAGED EMPLOYEE STOCK OWNERSHIP PLAN: At the time
of its acquisition by the company, Clark sponsored a Leveraged
Employee Stock Ownership Plan (LESOP) for eligible employees. In
connection with the acquisition, the company purchased the
LESOP's shares for $176.6 million. The company determined it
would continue the LESOP to fund certain employee benefit plans.
Accordingly, on September 28, 1995, the company sold 2,878,008
shares (pre-1997 stock split) of its common stock held in
treasury to the LESOP, for a price of $36.25 per share (the
closing price of the common stock on September 27, 1995, on the
New York Stock Exchange) or an aggregate of $104.3 million. At
December 31, 1997, approximately 1.7 million shares (post-1997
stock split) remain unallocated and the $41.4 million paid by the
LESOP for those unallocated shares is classified as a reduction
of shareholders' equity pending allocation to participants. At
December 31, 1997, the LESOP owed the company $22.8 million
payable in monthly installments through 2001. Company
contributions to the LESOP and dividends on unallocated shares
are used to make loan principal and interest payments.
With each principal and interest payment, the LESOP allocates a
portion of the common stock to participating employees.
NOTE 13 - INCENTIVE STOCK PLANS: Under the company's Incentive
Stock Plans, key employees have been granted options to purchase
common shares at prices not less than the fair market value at
the date of the grant. Options become exercisable one year after
the date of the grant and expire at the end of ten years. The
plans, approved in 1985, 1990 and 1995, also authorize stock
appreciation rights (SARs) and stock awards.
As permitted by SFAS No. 123, "Accounting for Stock Based
Compensation," the company continues to account for its stock
plans in accordance with Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," and its related
interpretations. Accordingly, compensation expense has been
recognized for SARs (which were generally settled for cash) and
for stock awards. Had compensation cost for the applicable
provisions of the company's incentive stock plans been determined
based upon the fair value at the grant date for awards issued in
1996 and 1997 in accordance with the methodology prescribed under
SFAS No. 123, the company's net earnings and diluted earnings per
share would have been reduced by approximately $10.0 million (or
six cents per share) for 1997, $6.7 million (or four cents per
share) for 1996 and $1.6 million (or one cent per share) for
1995. On December 15, 1996, the company canceled SARs which were
previously attached to 1,839,000 stock options (pre-split basis).
Included in the SFAS No. 123 expense figures for 1997 and 1996
were approximately $1.5 million (or one cent per share) and $2.9
million (or two cents per share), respectively, for the cost of
this revocation. The average fair values of the options granted
during 1997, 1996 and 1995, were estimated at $8.55, $7.31 and
$5.77, respectively, on the date of grant, using the Black-
Scholes option-pricing model, which included the following
assumptions:
1997 1996 1995
Dividend yield 1.61% 1.86% 2.04%
Volatility 22.59% 22.52% 22.69%
Risk-free interest rate 6.52% 6.17% 6.42%
Forfeiture rate -- -- --
Expected life 4 years 4 years 4 years
Changes in options outstanding under the plans were as follows:
Shares subject Option price
to option range per share
January 1, 1996 5,403,600 $7.97-26.71
Granted 1,899,750 24.96-31.13
Exercised (1,348,200) 7.97-24.17
December 31, 1996 5,955,150 $13.83-31.13
Granted 2,031,000 30.33-41.28
Exercised (1,905,250) 13.83-28.54
Cancelled (37,500) 26.21-26.63
December 31, 1997 6,043,400 $13.83-41.28
At December 31, 1997, there were 304,200 SARs outstanding with
no stock options attached. The company has reserved 2,705,342
shares for future awards at December 31, 1997. In addition,
716,182 shares of common stock were reserved for future issue,
contingent upon attainment of certain performance goals and
future service.
The following table summarizes information concerning currently
outstanding and exercisable options:
<TABLE>
Options Options
Outstanding Exercisable
Weighted Weighted Weighted
Number Average Average Number Average
Range of Outstanding Remaining Exercise Exercisable Exercise
Exercise Price at 12/31/97 Life Price at 12/31/97 Price
<C> <C> <C> <C> <C> <C>
$13.83-15.00 38,750 1.0 $14.41 38,750 $14.41
15.01-20.00 253,800 3.2 16.24 253,800 16.24
20.01-25.00 2,435,825 6.2 22.84 2,435,825 22.84
25.01-30.00 1,270,525 8.4 26.31 1,270,525 26.31
30.01-35.00 1,897,050 9.3 33.62 13,500 31.13
35.01-40.00 -- -- -- -- --
40.01-41.28 147,450 9.9 40.53 -- --
$13.83-41.28 6,043,400 4,012,400
</TABLE>
The company also maintains a shareholder-approved Management Incentive
Unit Award Plan. Under the plan, qualifying executives are awarded
incentive units. When dividends are paid on common stock, dividends
are awarded to unit holders, one-half of which is paid in cash,
the remaining half of which is credited to the participant's account
in the form of so-called common stock equivalents. The fair value
of accumulated common stock equivalents is paid in cash upon the
participant's retirement. The number of common stock equivalents
credited to participants' accounts at December 31, 1997 and 1996,
are 552,828 and 589,571, respectively.
NOTE 14 - INCOME TAXES: Earnings before income taxes for the
years ended December 31, were taxed within the following
jurisdictions:
In millions 1997 1996 1995
United States $463.2 $467.3 $308.0
Foreign 150.5 101.0 121.1
Total $613.7 $568.3 $429.1
The provision for income taxes was as follows:
In millions 1997 1996 1995
Current tax expense:
United States $179.2 $186.6 $101.3
Foreign 66.3 49.5 42.7
Total current 245.5 236.1 144.0
Deferred tax expense:
United States (0.9) (16.4) 10.6
Foreign (11.4) (9.4) 4.2
Total deferred (12.3) (25.8) 14.8
Total provision for
income taxes $233.2 $210.3 $158.8
The provision for income taxes differs from the amount of
income taxes determined by applying the applicable U.S. statutory
income tax rate to pretax income, as a result of the following
differences:
Percent of pretax income
1997 1996 1995
Statutory U.S. rates 35.0% 35.0% 35.0%
Increase (decrease) in rates
resulting from:
Amortization of goodwill 2.0 1.7 1.2
Foreign operations 0.4 0.8 1.0
Earnings/losses of equity
companies (0.5) (0.8) (1.8)
State and local income taxes,
net of U.S. tax 1.3 1.5 1.3
Puerto Rico - Sec 936 Credit (0.5) -- --
Other 0.3 (1.2) 0.3
Effective tax rates 38.0% 37.0% 37.0%
A summary of the deferred tax accounts at December 31, follows:
In millions 1997 1996 1995
Current deferred assets and (liabilities):
Differences between book and tax bases
of inventories and receivables $ 35.7 $ 37.9 $ 30.8
Differences between book and tax
expense for other employee related
benefits and allowances 44.2 39.3 35.3
Provisions for restructure of
operations and plant closings
not yet deductible for tax purposes 12.5 11.1 9.4
Other reserves and valuation
allowances in excess of tax deductions 60.4 61.6 53.1
Other differences between tax and
financial statement values 8.0 12.5 (10.1)
Gross current deferred net tax assets 160.8 162.4 118.5
Noncurrent deferred tax assets and
(liabilities):
Tax items associated with equity companies 10.9 10.7 11.1
Postretirement and postemployment
benefits other than pensions in
excess of tax deductions 266.1 246.7 252.5
Other reserves in excess of tax expense 112.2 80.5 65.0
Tax depreciation in excess of book
depreciation (66.8) (60.2) (85.5)
Pension contributions in excess of
book expense (36.9) (52.0) (51.2)
Taxes provided for unrepatriated
foreign earnings (28.5) (28.5) (28.5)
Gross noncurrent deferred net tax assets 257.0 197.2 163.4
Less: deferred tax valuation allowances (42.1) (34.6) (28.6)
Total net deferred tax assets $375.7 $325.0 $253.3
A total of $28.5 million of deferred taxes have been provided
for a portion of the undistributed earnings of subsidiaries
operating outside of the United States. As to the remainder,
these earnings have been, and under current plans, will continue
to be reinvested. Therefore, it is not practicable to estimate
the amount of additional taxes which may be payable upon
repatriation.
NOTE 15 - BUSINESS SEGMENT INFORMATION: A description of
business segments and operations by business segment and
geographic area for the three years ended December 31, 1997, were
as follows:
DESCRIPTION OF BUSINESS SEGMENTS
Ingersoll-Rand's operations are organized into four worldwide
business segments: Standard Machinery; Engineered Equipment;
Bearings, Locks and Tools; and Thermo King.
Standard Machinery
The segment's products are categorized into four groups:
Air Compressor - products include portable, reciprocating,
rotary and centrifugal air compressors, vacuum pumps, air drying
and filtering systems, and other compressor accessories. The
products are used primarily to supply pressurized air to
industrial plants, refineries, chemical plants, electrical
utilities and service stations.
Construction and Mining - manufactures vibratory compactors,
asphalt pavers, rock drills, blasthole drills, water-well drills,
crawler drills, jumbo drills, jackhammers and rock and roof
stabilizers primarily for the construction, highway maintenance,
metals-mining and well-drilling industries.
Melroe - manufactures skid-steer loaders, compact hydraulic
excavators and self-propelled agricultural sprayers. The
products are used primarily by the construction and agricultural
industries.
Club Car - manufactures golf cars and utility vehicles which
are used primarily in the golf and resort industries.
Engineered Equipment
The segment's products are categorized into three groups:
Pump - manufactures centrifugal and reciprocating pumps. These
products serve oil production and refining, chemical process,
marine, agricultural, electric utility and general manufacturing
industries.
Process Systems - consisted of pulp and paper processing
equipment, pelleting equipment, filters, aerators and dewatering
systems. This equipment was used in the pulp and paper, food and
agricultural, and minerals-processing industries. This group was
sold during 1996.
Clark-Hurth - manufactured a broad line of axles and
transmissions for the off-highway vehicle industry. This group
was sold on February 14, 1997.
Bearings, Locks and Tools
The segment's products are categorized into three groups:
Bearings and Components - principal products include needle
bearings, needle roller bearings, needle rollers, thrust
bearings, tapered roller bearings, drawn cup bearings,
high-precision ball bearings, spherical bearings, radial
bearings, universal joints, dowel pins, swagers and precision
components. These products are sold principally to durables-
industry customers primarily in the automotive and aerospace
markets.
Production Equipment - manufactures air-powered tools, hoists
and winches, air motors and air starters, automated assembly and
test systems, air and electric automated fastener tightening
systems, and waterjet cutting systems. These products are sold
to general manufacturing industries and to the appliance,
aircraft, construction and automotive industries.
Architectural Hardware - major products include locks, steel
doors, door closers and exit devices used in commercial and
residential construction and the retail hardware market. Prior
to January 1, 1996, this group was the Door Hardware Group.
Thermo King
This segment principally operates in one industry, which includes
the design, manufacture and distribution of transport temperature
control equipment. These products are primarily used in the
transport temperature control business for trailers, truck
bodies, seagoing containers, buses and light-rail cars. Thermo
King was acquired on October 31, 1997.
<TABLE>
Operations by Business Segments
Dollar amounts in millions
For the years ended % of % of % of
<S> <C> <S> <C> <S> <C> <S>
December 31 1997 total 1996 total 1995 total
Standard Machinery
<S> <C> <C> <C> <C> <C> <C>
Sales $3,091.4 44% $2,913.1 43% $2,270.6 40%
Operating income 360.6 45% 295.5 41% 222.6 41%
Operating income as % of sales 11.7% 10.1% 9.8%
Identifiable assets 2,481.0 2,560.2 2,528.0
Depreciation and amortization 85.4 81.7 62.7
Capital expenditures 59.9 59.9 56.7
Engineered Equipment
Sales 906.1 13% 1,307.7 20% 1,216.2 21%
Operating income 40.6 5% 108.5 15% 49.5 9%
Operating income as % of sales 4.5% 8.3% 4.1%
Identifiable assets 458.2 904.0 1,061.8
Depreciation and amortization 23.4 44.5 40.0
Capital expenditures 19.2 36.7 42.3
Bearings, Locks and Tools
Sales 2,928.9 41% 2,482.1 37% 2,242.2 39%
Operating income 408.1 50% 323.3 44% 269.1 50%
Operating income as % of sales 13.9% 13.0% 12.0%
Identifiable assets 1,808.2 1,391.0 1,208.1
Depreciation and amortization 88.5 74.0 75.0
Capital expenditures 97.8 97.2 107.9
Thermo King
Sales 176.9 2% -- --
Operating loss (0.2) -% -- --
Operating loss as % of sales (0.1)% -- --
Identifiable assets 2,808.4 -- --
Depreciation and amortization 13.6 -- --
Capital expenditures 5.8 -- --
Total
Sales 7,103.3 100% 6,702.9 100% 5,729.0 100%
Operating income 809.1 100% 727.3 100% 541.2 100%
Operating income as % of sales 11.4% 10.9% 9.4%
Identifiable assets 7,555.8 4,855.2 4,797.9
Depreciation and amortization 210.9 200.2 177.7
Capital expenditures 182.7 193.8 206.9
General corporate expenses
charged to operating income (48.8) (43.8) (44.2)
Operating income 760.3 683.5 497.0
Unallocated
Interest expense (136.6) (119.9) (86.6)
Other income (expense), net (2.1) 0.6 11.2
Dresser-Rand income 9.4 23.0 22.0
Minority interests (17.3) (18.9) (14.5)
Earnings before income taxes 613.7 568.3 429.1
Corporate assets (a) 859.8 766.4 765.4
Total assets $8,415.6 $5,621.6 $5,563.3
</TABLE>
(a) Corporate assets consist primarily of cash and
cash equivalents, marketable securities, investments
and advances, and other assets not directly
associated with the operations of a business
segment.
Operations by Geographic Area
In millions
<TABLE>
United Other Adjustments/
States Europe International Eliminations Consolidated
For the year 1997
<S> <C> <C> <C> <C> <C>
Sales to customers $4,619.4 $1,878.8 $605.1 $ -- $7,103.3
Transfers between geographic
areas 745.7 67.3 47.4 (860.4) --
Total sales and transfers $5,365.1 1,946.1 652.5 (860.4) $7,103.3
Operating income from
operations $ 662.3 87.6 65.9 (6.7) $ 809.1
General corporate expenses
charged to operating income (48.8)
Operating income $ 760.3
Identifiable assets at
December 31, 1997 $5,360.0 1,804.1 415.7 (24.0) $7,555.8
Corporate assets 859.8
Total assets at
December 31, 1997$8,415.6
For the year 1996
Sales to customers $4,234.5 1,939.5 528.9 -- $6,702.9
Transfers between geographic
areas 689.0 49.8 43.5 (782.3) --
Total sales and transfers $4,923.5 1,989.3 572.4 (782.3) $6,702.9
Operating income from
operations $ 578.0 92.9 55.1 1.3 $ 727.3
General corporate expenses
charged to operating income (43.8)
Operating income $ 683.5
Identifiable assets at
December 31, 1996 $3,262.1 1,286.6 323.8 (17.3) $4,855.2
Corporate assets 766.4
Total assets at
December 31, 1996 $5,621.6
For the year 1995
Sales to customers $3,472.8 1,754.0 502.2 -- $5,729.0
Transfers between geographic
areas 568.5 60.9 42.5 (671.9) --
Total sales and transfers $4,041.3 1,814.9 544.7 (671.9) $5,729.0
Operating income from
operations $ 391.5 97.5 51.7 0.5 $ 541.2
General corporate expenses
charged to operating income (44.2)
Operating income $ 497.0
Identifiable assets at
December 31, 1995 $3,183.9 1,305.3 319.8 (11.1) $4,797.9
Corporate assets 765.4
Total assets at
December 31, 1995 $5,563.3
International sales of U.S. manufactured products in millions were $1,246.3 in
1997, $1,191.9 in 1996 and $1,028.9 in 1995.
</TABLE>
NOTE 16 - PENSION PLANS: The company has noncontributory pension
plans covering substantially all domestic employees. In addition,
certain employees in other countries are covered by pension plans.
The company's domestic salaried plans principally provide benefits
based on a career average earnings formula. The company's hourly
pension plans provide benefits under flat benefit formulas.
Foreign plans provide benefits based on earnings and years of
service. Most of the foreign plans require employee contributions
based on the employee's earnings. In addition, the company
maintains other supplemental benefit plans for officers and other
key employees. The company's policy is to fund an amount which
could be in excess of the pension cost expensed, subject to the
limitations imposed by current statutes or tax regulations.
The components of the company's pension cost for the years ended
December 31, include the following:
In millions 1997 1996 1995
Benefits earned during the
year $ 39.7 $ 38.7 $ 32.7
Interest cost on projected
benefit obligation 123.1 113.5 99.7
Actual return on plan assets (304.1) (193.8) (261.2)
Net amortization and deferral 158.7 65.9 157.7
Net pension cost $ 17.4 $ 24.3 $ 28.9
The status of employee pension benefit plans at December 31, 1997 and 1996,
was as follows:
<TABLE>
1997 1996
Overfunded Underfunded Overfunded Underfunded
In millions plans plans plans plans
Actuarial present value of
projected benefit obligation,
based on employment service to
date and current salary levels:
<S> <C> <C> <C> <C>
Vested employees $(1,573.8) $(213.2) $(1,194.1) $(332.8)
Nonvested employees (26.7) (21.5) (18.1) (14.0)
Accumulated benefit obligation (1,600.5) (234.7) (1,212.2) (346.8)
Additional amount related to
projected salary increases (42.5) (51.6) (36.1) (38.6)
Total projected benefit obligation (1,643.0) (286.3) (1,248.3) (385.4)
Funded assets at fair value 1,926.0 105.5 1,456.6 232.8
Assets in excess of (less than)
projected benefit obligation 283.0 (180.8) 208.3 (152.6)
Unamortized net (asset) liability
existing at date of adoption (2.2) 15.0 (2.5) 17.2
Unrecognized prior service cost 35.5 11.9 35.6 12.8
Unrecognized net (gain) loss (174.1) 3.4 (77.8) 23.9
Adjustment required to recognize
minimum liability -- (2.4) -- (14.6)
Prepaid (accrued) pension cost $ 142.2 $(152.9) $ 163.6 $(113.3)
</TABLE>
Plan investment assets of domestic plans are balanced between
equity securities and cash equivalents or debt securities. Assets
of foreign plans are invested principally in equity securities.
The present value of benefit obligations for domestic plans at
December 31, 1997 and 1996, was determined by using an assumed
discount rate of 7.0% and 7.25%, respectively, an assumed rate of
increase in future compensation levels of 4.75%, and an expected
long-term rate of return on assets of 9.0%. The weighted averages
of the actuarially assumed discount rate, long-term rate of return
on assets and the rate for compensation increases for foreign plans
were 8.0%, 8.75% and 5.5% in 1997, and 8.5%, 9.0% and 6.0% in 1996,
respectively.
Most of the company's domestic employees are covered by savings
and other defined contribution plans. Employer contributions and
costs are determined based on criteria specific to the individual
plans and amounted to approximately $28.3 million, $27.4 million
and $24.9 million in 1997, 1996 and 1995, respectively.
The company's costs relating to foreign defined contribution
plans, insured plans and other foreign benefit plans were
$11.0 million, $8.2 million and $4.8 million in 1997, 1996 and
1995, respectively.
The existing pension rules require the recognition of a liability
in the amount that the company's unfunded accumulated benefit
obligation exceeds the accrued pension cost, with an equal amount
recognized as an intangible asset. As a result, the company
recorded a noncurrent liability of $2.4 million and $14.6 million
in 1997 and 1996, respectively. Offsetting intangible assets were
recorded in the Consolidated Balance Sheets.
NOTE 17 - POSTRETIREMENT BENEFITS OTHER THAN PENSIONS: In addition
to providing pension benefits, the company sponsors several
postretirement plans that cover most domestic employees. These
plans provide for health care benefits and in some instances, life
insurance benefits. Postretirement health plans are contributory
and are adjusted annually. Life insurance plans are
noncontributory. When full-time employees retire from the company
between age 55 and age 65, most are eligible to receive, at a cost
to the retiree, certain health care benefits identical to those
available to active employees. After attaining age 65, an eligible
retiree's health care benefit coverage becomes coordinated with
Medicare. The company funds the benefit costs principally on a pay-
as-you-go basis.
Summary information on the company's plans at December 31, was as
follows:
In millions 1997 1996
Financial status of plans:
Accumulated postretirement benefits
obligation (APBO):
Retirees $(398.5) $(436.4)
Active employees (199.0) (151.9)
(597.5) (588.3)
Plan assets at fair value -- --
Unfunded accumulated benefits
obligation in excess of plan assets (597.5) (588.3)
Unrecognized net gain (62.0) (42.3)
Unrecognized prior service benefits (71.8) (76.9)
Accrued postretirement benefits cost $(731.3) $(707.5)
The components of net periodic postretirement benefits cost for
the years ended December 31, were as follows:
In millions 1997 1996 1995
Service cost, benefits attributed to
employee service during the year $ 7.9 $ 6.4 $ 5.2
Interest cost on accumulated
postretirement benefit obligation 38.3 40.6 37.6
Net amortization and deferral (6.7) (5.7) (5.6)
Net periodic postretirement benefits cost $39.5 $41.3 $37.2
The discount rate used in determining the APBO was 7.0% and 7.25%
at December 31, 1997 and 1996, respectively. The assumed health
care cost trend rates used in measuring the accumulated
postretirement benefits obligation were 8.30% in 1997 and 9.35% in
1996, respectively, declining each year to an ultimate rate by 2003
of 4.50% and 4.75% in 1997 and 1996, respectively.
Increasing the health care cost trend rate by 1.0% as of December
31, 1997, would increase the APBO by 8.0%. The effect of this
change on the sum of the service cost and interest cost components
of net periodic postretirement benefits cost for 1997 would be an
increase of 8.0%.
Report of Management
The accompanying consolidated financial statements have been
prepared by the company. They conform with generally accepted
accounting principles and reflect judgments and estimates as to the
expected effects of incomplete transactions and events being
accounted for currently. The company believes that the accounting
systems and related controls that it maintains are sufficient to
provide reasonable assurance that assets are safeguarded,
transactions are appropriately authorized and recorded, and the
financial records are reliable for preparing such financial
statements. The concept of reasonable assurance is based on the
recognition that the cost of a system of internal accounting
controls must be related to the benefits derived. The company
maintains an internal audit function that is responsible for
evaluating the adequacy and application of financial and operating
controls, and for testing compliance with company policies and
procedures.
The Audit Committee of the board of directors is comprised
entirely of individuals who are not employees of the company. This
committee meets periodically with the independent accountants, the
internal auditors and management to consider audit results and to
discuss significant internal accounting controls, auditing and
financial reporting matters. The Audit Committee recommends the
selection of the independent accountants, who are then appointed by
the board of directors, subject to ratification by the shareholders.
The independent accountants are engaged to perform an audit of
the consolidated financial statements in accordance with generally
accepted auditing standards. Their report follows.
/S/ David W. Devonshire
David W. Devonshire
Senior Vice President and Chief Financial Officer
Report of Independent Accountants
Price Waterhouse LLP
4 Headquarters Plaza North
Morristown, NJ 07962
February 3, 1998
To the Board of Directors and
Shareholders of Ingersoll-Rand Company:
In our opinion, the accompanying consolidated balance sheet
and the related consolidated statements of income, of shareholders'
equity and of cash flows present fairly, in all material respects,
the financial position of Ingersoll-Rand Company and its
subsidiaries at December 31, 1997 and 1996, and the results of
their operations and their cash flows for each of the three years
in the period ended December 31, 1997, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; 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
management, 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
EXHIBIT 21
LIST OF SUBSIDIARIES OF INGERSOLL-RAND COMPANY
The following list represents the principal subsidiaries of
the company all of which (except as otherwise indicated) are
deemed to be 100% owned, directly or indirectly, and whose
financial statements are included in the consolidated statements.
The subsidiaries of Ingersoll-Dresser Pump Company (IDP), a
general partnership owned 51% by the company, are deemed to be
100% owned by IDP directly or indirectly. The names of
particular subsidiaries omitted, if considered in the aggregate
as a single subsidiary, would not constitute a significant
subsidiary.
SUBSIDIARIES OF INGERSOLL-RAND COMPANY
Clark Equipment Company Delaware
Blaw-Knox Construction Equipment Corporation Delaware
Clark Business Services Corporation Michigan
Clark Distribution Services, Inc. Michigan
CDS Midwest, Inc. Michigan
Clark Foreign Sales Corporation Barbados
Ingersoll-Rand Italiana S.p.A. Italy
Ingersoll-Rand Services & Engineering Company Switzerland
Ingersoll-Rand Acceptance Company, S.A. Switzerland
Ingersoll-Rand Investment Company, S.A. Switzerland
G. Klemm Bohrtechnik GmbH Germany
Melroe Equipment, Ltd. Canada
Melroe Parts Trading GmbH Germany
Club Car, Inc. Delaware
Club Car International, Inc. Guam
Club Car, Ltd. New Zealand
Ingersoll-Rand China, Ltd. Delaware
Thermo King-Dalian Transport Refrigeration Co. China
(80% owned by the company)
Ingersoll-Rand China Investment Company, Ltd. China
Torrington-Wuxi Bearings Company, Ltd. China
(78% owned by the company)
Ingersoll-Rand International, Inc. Delaware
Ingersoll-Rand International Sales, Inc. Delaware
Ingersoll-Rand International Holding Corporation New Jersey
Ingersoll-Rand, S.A. Switzerland
Ingersoll-Rand Worldwide, Inc. Delaware
Northern Research & Engineering Company Massachusetts
NT Acquisition, Ltd. England
Newman Tonks Group, Ltd. England
Newman Tonks Management Services, Ltd. England
Newman Tonks (Overseas Holdings), Ltd. England
NT Access, Ltd. England
NT Architectural Hardware, Ltd. England
NT Architectural Products, Ltd. England
NT Asia (Hong Kong), Ltd. Hong Kong
NT Asia (Singapore), Ltd. Singapore
NT Denmark A/S Denmark
NT Randi A/S Denmark
NT Door Controls, Ltd. England
NT Dor-O-Matic, Inc. USA
NT Dor-O-Matic, Ltd. England
NT France, S.A. France
NT Distribution, S.A. France
NT Mustad, S.A. France
NT Normbau, S.A. France
NT Group Properties, Ltd. England
NT Holdings GmbH Germany
NT Europe GmbH Germany
NT Normbau Beschlge und Ausstattungs GmbH Germany
NT Telesco, S.A. Spain
NT Laidlaw (Ireland), Ltd. Ireland
NT Laidlaw, Ltd. England
NT Legge, Ltd. England
NT Legge Pacific, Ltd. New Zealand
NT Locking Systems, Ltd. England
NT Martin Roberts, Ltd. England
NT NZ Holdings New Zealand
NT Leighton Hill, Ltd. New Zealand
NT Dalco Pty., Ltd. Australia
NT Partition Systems, Ltd. England
NT Projects, Ltd. England
NT Railing Systems, Ltd. England
NT Worcester Parsons, Ltd. England
Newman Tonks Investments, Inc. Delaware
Newman Tonks Holdings, Inc. Delaware
Monarch Hardware and Mfg. Co., Inc. Delaware
Newman Tonks, USA, Inc. Delaware
Dixie Pacific Manufacturing Company, Inc. Alabama
NT Falcon Lock, Inc. California
Schlage Lock Company California
Schlage (N.Z.), Ltd. New Zealand
Von Duprin, Inc. Indiana
Schlage de Mexico, S.A. de C.V. Mexico
SEW Holding Corporation Colorado
Woodcliff Insurance, Ltd. Bermuda
Spanashview Ireland
Thermo King Ireland, Ltd. Ireland
The Torrington Company Delaware
Kilian Manufacturing Corporation Delaware
Torrington Holdings, Inc. Delaware
Industrias del Rodamiento, S.A. Spain
Reftrans, S.A.(85% owned by the company) Spain
Ingersoll-Rand Iberica, S.L. Spain
Thermo King Corporation Delaware
Thermo King Container-Denmark A/S Denmark
Thermo King Czech Republic Czech Republic
Thermo King de Puerto Rico, Inc. Delaware
Thermo King do Brasil, Ltda. Brazil
Thermo King Svc., Inc. Delaware
Thermo King Trading Company Delaware
Compagnie Ingersoll-Rand France
Ingersoll-Rand Equipements de Production, S.A. France
Ingersoll-Rand Equipements de Construction France
Etablissements Montabert, S.A. France
S.A. Charles Maire France
Torrington France, S.A.R.L. France
Ingersoll-Rand Asia Pacific, Inc. Delaware
Ingersoll-Rand (Australia), Ltd. Australia
Ingersoll-Rand S.E. Asia (Private), Ltd. Singapore
Ingersoll-Rand Benelux Belgium
N.V. Aro, S.A. Belgium
Ingersoll-Rand Canada, Inc. Canada
Torrington, Inc. Canada
Torrington Industria e Comercio Ltda. Brazil
Ingersoll-Rand World Trade, Ltd. Bermuda
3324745 Canada, Inc. Canada
Torrington Beteiligungs GmbH Germany
Torrington GmbH Germany
Torrington Nadellager GmbH Germany
Ingersoll-Rand GesmbH (Austria) Austria
Ingersoll-Rand Sales Company, Ltd. Delaware
Ingersoll-Rand European Sales, Ltd. England
Ingersoll-Rand Holdings, Ltd. England
Ingersoll-Rand Company, Ltd. England
Ingersoll-Rand Company South Africa South Africa
(Proprietary), Ltd.
The Torrington Company, Ltd. England
The Aro Corporation (U.K.), Ltd. England
Ingersoll-Rand Beteiligungs GmbH Germany
ABG Allgemeine Baumaschinen GmbH Germany
ABG Verwaltungs GmbH Germany
ABG Werke GmbH Germany
Ingersoll-Rand GmbH Germany
Ingersoll-Rand Beteiligungs und
Grundstucksverwaltungs GmbH Germany
Thermo King Deutschland GmbH Germany
Ingersoll-Rand Europe France
Ingersoll-Rand (India), Ltd. (74% owned by
the company) India
Ingersoll-Rand Japan, Ltd. Japan
Ingersoll-Rand Philippines, Inc. Philippines
Ingersoll-Rand AB Sweden
Ingersoll-Rand, S.A. de C.V. Mexico
Wadco Tools, Ltd. (74% owned by the company) India
SUBSIDIARIES OF INGERSOLL-DRESSER PUMP COMPANY
Ingersoll-Dresser Pumps de Argentina, S.A. Argentina
Ingersoll-Dresser Pumps (Australia) Pty., Ltd. Australia
Ingersoll-Dresser Pumps GmbH Austria
Ingersoll-Dresser Pumps do Brazil Brazil
Industria e Comercio Ltda. Brazil
Ingersoll-Dresser Pump Canada, Inc. Canada
Ingersoll-Dresser Pumps de Colombia, S.A. Colombia
Worthington Centroamericana Ltda. Costa Rica
Ingersoll-Dresser Pompes France
IDP Pleuger France
IDP International France
Deutsche Ingersoll-Dresser Pumpen GmbH Germany
Ingersoll-Dresser Pump GmbH Germany
Pleuger Worthington GmbH Germany
Deutsche Worthington GmbH Germany
Ingersoll-Dresser Pumps S.p.A. Italy
Worthington S.p.A. Italy
Ingersoll-Dresser Pump (Asia) Pte., Ltd. Singapore
Ingersoll-Dresser Pump, S.A. Switzerland
Ingersoll-Dresser Pump Services Sarl Switzerland
ID Pump AG Switzerland
Ingersoll-Dresser Pump Nederland B.V. Netherlands
Ingersoll-Dresser Pumps (UK), Ltd. England
Ingersoll-Dresser Pumps Newark, Ltd. England
IDP Alternate Energy Company Delaware
Pump Investments, Inc. Delaware
Energy Hydro, Inc. Delaware
Compania Ingersoll-Dresser Pump, S.A. Spain
Ingersoll-Dresser Pumps (Thailand), Ltd. Thailand
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
DECEMBER 31, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-END> DEC-31-1997
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