UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported) September 30, 2000
INGERSOLL-RAND COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 1-985 13-5156640
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
Woodcliff Lake, New Jersey 07677
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 573-0123
INGERSOLL-RAND COMPANY
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
PRO FORMA FINANCIAL STATEMENTS
The following financial statements are hereby filed as part of this
report:
1.)Pro forma income statement for the six months ended June 30,
2000.
2.)Pro forma income statements for the years ended December 31,
1999, 1998, and 1997.
EXHIBITS
12.) Computations of Ratios of Earnings to Fixed Charges.
INGERSOLL-RAND COMPANY
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
PRO FORMA FINANCIAL STATEMENT
On August 12, 1999, the company announced its intention to
dispose of its 49 percent joint venture interest in Dresser-Rand
Company (D-R). Accordingly, the company reported the results of
D-R as discontinued operations. On October 5, 1999, the joint
venture partner, as permitted by the joint venture agreement,
elected to sell its 51 percent share of D-R to the company. On
February 2, 2000, the company completed the purchase of D-R. The
accompanying financial statements reclassify the results of the
business of D-R into continuing operations as the disposition has
not occurred within one year. In August 2000, the company sold a
portion of the D-R business. The company intends to divest the
remaining portions of D-R as soon as possible.
INGERSOLL-RAND COMPANY
CONSOLIDATED PRO FORMA INCOME STATEMENT
(in millions except per share figures)
For the six months ended June 30, 2000
Reclassification
As reported entry Restated
Net sales $4,162.5 $ - $4,162.5
Cost of goods sold 3,005.6 - 3,005.6
Administrative, selling and service
engineering expenses 539.1 - 539.1
Operating income 617.8 - 617.8
Interest expense (103.5) - (103.5)
Other income (expense), net (1.2) - (1.2)
Minority interests (20.1) - (20.1)
Results from assets held for
sale (net of tax) 0.0 (13.6) (13.6)
Earnings before income taxes 493.0 (13.6) 479.4
Provision for income taxes 170.0 - 170.0
Earnings from continuing operations 323.0 (13.6) 309.4
Discontinued operations (net of tax) (11.6) 13.6 2.0
Net earnings $ 311.4 $ - $ 311.4
Basic earnings per common share
Continuing operations $ 2.00 $ (0.08) $ 1.92
Discontinued operations (0.07) 0.08 0.01
$ 1.93 $ 0.00 $ 1.93
Diluted earnings per common share
Continuing operations $ 1.98 $ (0.08) $ 1.90
Discontinued operations (0.07) 0.08 0.01
$ 1.91 $ 0.00 $ 1.91
Average number of common shares outstanding 161.7
Average number of outstanding shares for diluted earnings per share 163.1
INGERSOLL-RAND COMPANY
CONSOLIDATED PRO FORMA INCOME STATEMENT
(in millions except per share figures)
For the year ended December 31, 1999
Reclassification
As reported entry Restated
Net sales $7,666.7 $ - $7,666.7
Cost of goods sold 5,515.0 - 5,515.0
Administrative, selling and service
engineering expenses 1,052.4 - 1,052.4
Operating income 1,099.3 - 1,099.3
Interest expense (203.1) - (203.1)
Other income (expense), net (22.3) - (22.3)
Minority interests (29.1) - (29.1)
Results from assets held for
sale (net of tax) 0.0 18.2 18.2
Earnings before income taxes 844.8 18.2 863.0
Provision for income taxes 299.9 - 299.9
Earnings from continuing operations 544.9 18.2 563.1
Discontinued operations (net of tax) 46.2 (18.2) 28.0
Net earnings $ 591.1 $ - $ 591.1
Basic earnings per common share
Continuing operations $ 3.33 $ 0.11 $ 3.44
Discontinued operations 0.28 (0.11) 0.17
$ 3.61 $ 0.00 $ 3.61
Diluted earnings per common share
Continuing operations $ 3.29 $ 0.11 $ 3.40
Discontinued operations 0.28 (0.11) 0.17
$ 3.57 $ 0.00 $ 3.57
Average number of common shares outstanding 163.6
Average number of outstanding shares for diluted earnings per share 165.7
INGERSOLL-RAND COMPANY
CONSOLIDATED PRO FORMA INCOME STATEMENT
(in millions except per share figures)
For the year ended December 31, 1998
Reclassification
As reported entry Restated
Net sales $7,384.7 $ - $7,384.7
Cost of goods sold 5,387.8 - 5,387.8
Administrative, selling and service
engineering expenses 1,027.8 - 1,027.8
Operating income 969.1 - 969.1
Interest expense (224.1) - (224.1)
Other income (expense), net (15.3) - (15.3)
Minority interests (23.5) - (23.5)
Results from assets held for
sale (net of tax) 0.0 26.1 26.1
Earnings before income taxes 706.2 26.1 732.3
Provision for income taxes 250.7 - 250.7
Earnings from continuing operations 455.5 26.1 481.6
Discontinued operations (net of tax) 53.6 (26.1) 27.5
Net earnings $ 509.1 $ - $ 509.1
Basic earnings per common share
Continuing operations $ 2.78 $ 0.16 $ 2.94
Discontinued operations 0.33 (0.16) 0.17
$ 3.11 $ 0.00 $ 3.11
Diluted earnings per common share
Continuing operations $ 2.75 $ 0.16 $ 2.91
Discontinued operations 0.33 (0.16) 0.17
$ 3.08 $ 0.00 $ 3.08
Average number of common shares outstanding 163.7
Average number of outstanding shares for diluted earnings per share 165.5
INGERSOLL-RAND COMPANY
CONSOLIDATED PRO FORMA INCOME STATEMENT
(in millions except per share figures)
For the year ended December 31, 1997
Reclassification
As reported entry Restated
Net sales $6,239.1 $ - $6,239.1
Cost of goods sold 4,613.0 - 4,613.0
Administrative, selling and service
engineering expenses 902.6 - 902.6
Operating income 723.5 - 723.5
Interest expense (135.2) - (135.2)
Other income (expense), net (6.3) - (6.3)
Minority interests (3.6) - (3.6)
Results from assets held for
sale (net of tax) 0.0 9.0 9.0
Earnings before income taxes 578.4 9.0 587.4
Provision for income taxes 219.8 - 219.8
Earnings from continuing operations 358.6 9.0 367.6
Discontinued operations (net of tax) 21.9 (9.0) 12.9
Net earnings $ 380.5 $ - $ 380.5
Basic earnings per common share
Continuing operations $ 2.20 $ 0.05 $ 2.25
Discontinued operations 0.13 (0.05) 0.08
$ 2.33 $ 0.00 $ 2.33
Diluted earnings per common share
Continuing operations $ 2.18 $ 0.05 $ 2.23
Discontinued operations 0.13 (0.05) 0.08
$ 2.31 $ 0.00 $ 2.31
Average number of common shares outstanding 163.2
Average number of outstanding shares for diluted earnings per share 164.8
EXHIBIT 12
INGERSOLL-RAND COMPANY
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
(Dollar Amounts in Millions)
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Six Months
Ended June Years Ended December 31,
Fixed charges: 2000 1999 1998 1997 1996 1995
Interest expense........................... $128.7 $204.5 $225.9 $137.5 $120.9 $ 88.3
Amortization of debt discount and expense.. 3.0 6.7 7.0 2.0 1.5 0.8
Rentals (one-third of rentals)............. 15.7 23.9 23.8 23.3 20.3 19.5
Capitalized interest....................... 2.0 4.0 4.0 3.2 4.6 3.5
Equity-linked security charges............ 12.7 25.6 19.7 0.0 0.0 0.0
Total fixed charges.......................... $162.1 $264.7 $280.4 $166.0 $147.3 $112.1
Net earnings from continuing operations $309.4 $563.1 $481.6 $367.6 $342.3 $265.7
Add: Minority income of majority-
owned subsidiaries.................. 20.1 29.1 23.5 3.6 1.5 1.8
Taxes on income from continuing
operations.......................... 147.5 299.9 250.7 219.8 190.7 143.2
Fixed charges......................... 162.1 264.7 280.4 166.0 147.3 112.1
Less: Capitalized interest.................. 2.0 4.0 4.0 3.2 4.6 3.5
Undistributed earnings (losses) from
less than 50% owned affiliates...... 7.8 19.9 26.9 16.2 (29.1) 33.1
Earnings available for fixed charges ........ $629.3 $1,132.9 $1,005.3 $737.6 $706.3 $486.2
Ratio of earnings to fixed charges .......... 3.88 4.28 3.59 4.44 4.79 4.34
Undistributed earnings (losses) from less
than 50% owned affiliates:
Equity in earnings (losses)............ $ 8.9 $ 22.1 $ 30.1 $ 18.3 $ 29.7 $ 35.2
Less: Amounts distributed............... 1.1 2.2 3.2 2.1 58.8 2.1
Undistributed earnings (losses) from
less-than 50% owned affiliates........... $ 7.8 $ 19.9 $ 26.9 $ 16.2 $ (29.1) $ 33.1
All amounts have been restated to reflect a reclassification of a portion of
discontinued operations to continuing operations for Dresser-Rand Company.
INGERSOLL-RAND COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
INGERSOLL-RAND COMPANY
(Registrant)
Date November 3, 2000 /S/ Steven R. Shawley
Steven R. Shawley
Vice President and Controller
(Principal Accounting Officer)
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