8-K

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    -   November 30, 2007 (Date of earliest event reported)
INGERSOLL-RAND COMPANY LIMITED (Exact name of registrant as specified in its charter)
Bermuda (State or other jurisdiction of incorporation)	1-985 (Commission File Number)	75-2993910 (I.R.S. Employer Identification No.)
Clarendon House 2 Church Street Hamilton HM 11, Bermuda (Address of principal executive offices, including zip code)
(441) 295-2838 (Registrant's phone number, including area code) N/A (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 30, 2007, Ingersoll-Rand Company Limited (the “Company”) completed the previously disclosed sale of its Bobcat, Utility Equipment and Attachments business units (collectively, “Compact Equipment”) to Doosan Infracore, Inc. The Company’s Compact Equipment business manufactures and sells compact equipment, including skid-steer loaders, compact truck loaders, mini-excavators and telescopic tool handlers; portable air compressors, generators, and light towers; general-purpose light construction equipment; and attachments.

The Company received cash proceeds of approximately $4.9 billion, subject to post closing purchase price adjustments, and will generate net cash proceeds of approximately $3.75 billion from the sale of the business.

A copy of the press release announcing the completion of the sale of the Compact Equipment business is filed with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(b)Included as Exhibit 99.2 to this Current Report on Form 8-K are the following unaudited pro forma financial statements giving effect to the Company’s disposition of its Compact Equipment business (as well as the earlier disposition of its Road Development business):

1. Unaudited Pro Forma Condensed Consolidated Income Statement Information for the years ended December 31, 2006, 2005 and 2004.

2. Unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of September 30, 2007 and December 31, 2006.

3. Notes to the Pro Forma Condensed Consolidated Income Statement and Balance Sheet Information.

(d)   Exhibits

Exhibit No.	Description
99.1	Press Release of Ingersoll-Rand Company Limited dated November 30, 2007.
99.2	Unaudited Pro Forma Financial Statement Information.

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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 hereunto duly authorized.

	INGERSOLL-RAND COMPANY LIMITED
	(Registrant)
Date: December 4, 2007	/s/ James V. Gelly
	James V. Gelly
	Senior Vice President and
	Chief Financial Officer

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EX-99.1

Contact: Paul Dickard (Media)

(201) 573-3120

Joe Fimbianti (Analysts)

(201) 573-3113

Ingersoll-Rand Completes Sale of Bobcat, Utility Equipment and

Attachments Business Units for $4.9 Billion

Hamilton, Bermuda, November 30, 2007—Ingersoll-Rand Company Limited (NYSE:IR) today announced that it has completed the sale of its Bobcat, Utility Equipment and Attachments business units to Doosan Infracore for gross proceeds of approximately $4.9 billion, and net cash proceeds of approximately $3.75 billion.

The combined businesses manufacture and sell compact equipment, including skid-steer loaders, compact track loaders, mini-excavators and telescopic tool handlers; portable air compressors, generators, and light towers; general-purpose light construction equipment; and attachments. For full-year 2006 these businesses collectively generated approximately $2.6 billion in revenues. The sale includes manufacturing facilities in Gwinner and Bismarck, North Dakota; Carrollton, Georgia; Litchfield, Minnesota; Petersburg, Virginia; Wujiang, China; Dobris, Czech Republic; Lyon and Pontchateau, France; Slane, Ireland; and Tredegar, Wales. The businesses employ approximately 5,700 people worldwide.

“With the sale of Bobcat, Utility Equipment and Attachments, Ingersoll Rand has become a true diversified industrial company, positioned to deliver consistent financial performance over the long term and across all phases of the economic cycle,” said Herbert L. Henkel, chairman, president and chief executive officer.

“Collectively, this transaction and the sale of our Road Development business in April 2007 generated net cash proceeds of approximately $4.8 billion. We will continue to use a balanced approach in our investment priorities of organic growth, acquisitions and share repurchases. We prefer to use the proceeds of the sale to augment profitable growth by funding innovation and new-product development efforts and to make acquisitions that enhance our strategic business platforms."

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This news release includes “forward-looking statements” that involve risks, uncertainties and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Political, economic, climatic, currency, tax, regulatory, technological, competitive, and other factors could cause actual results to differ materially from those anticipated in the forward-looking statements. Additional information regarding these risk factors and uncertainties is detailed from time to time in the company’s SEC filings, including but not limited to its report on Form 10-Q for the quarter ended September 30, 2007.

Ingersoll Rand is a global diversified industrial firm providing products, services and solutions to transport and protect food and perishables, secure homes and commercial properties, and enhance industrial productivity and efficiency. Driven by a 100-year-old tradition of technological innovation, we enable companies and their customers to create progress. For more information, visit www.ingersollrand.com.

# # #

EX-99.2

Exhibit 99.2

INGERSOLL-RAND COMPANY LIMITED

Pro Forma Financial Statement Information

(Unaudited)

On February 27, 2007, Ingersoll-Rand Company Limited (the “Company”) agreed to sell its Road Development business to AB Volvo (publ) for cash proceeds of approximately $1.3 billion. The sale was completed on April 30, 2007 in all countries except for India, which closed on May 4, 2007 (the “Road Development Divestiture”). On July 29, 2007, the Company agreed to sell its Bobcat, Utility Equipment and Attachments businesses (collectively, “Compact Equipment”) to Doosan Infracore for cash proceeds of approximately $4.9 billion (the “Compact Equipment Divestiture”). The sale was completed on November 30, 2007. Accordingly, the Road Development and Compact Equipment businesses are now considered discontinued operations in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

The unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of December 31, 2006 set forth below has been presented after giving effect to the Road Development Divestiture and the Compact Equipment Divestiture (collectively, the “Transactions”) as if they occurred on December 31, 2006. The unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of September 30, 2007 set forth below has been presented after giving effect to the Compact Equipment divestiture as if it occurred on September 30, 2007. The unaudited Pro Forma Condensed Consolidated Income Statement Information for the years ending December 31, 2006, 2005 and 2004 set forth below has been presented after giving effect to the Transactions as if they had occurred on January 1, 2004 and does not assume any interest income on cash proceeds. The Company has not presented unaudited Pro Forma Condensed Consolidated Income Statement Information for any periods subsequent to December 31, 2006, as both the Compact Equipment and Road Development businesses were reported as discontinued operations in the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2007, filed with the Securities and Exchange Commission on November 2, 2007.

The unaudited pro forma financial statement information has been derived primarily from the historical audited consolidated financial statements of the Company included in its Annual Reports on Form 10-K for the years ended December 31, 2006, 2005 and 2004, as well as the unaudited condensed consolidated financial statements of the Company included in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2007. The unaudited pro forma financial statement information is based upon available information and assumptions that the Company believes are reasonable under the circumstances and were prepared to illustrate the estimated effects of the Transactions, if the Transactions occurred on the dates specified above. As the Transactions have been completed during the year, the Company has not finalized its accounting for discontinued operations for the years ended December 31, 2006, 2005, and 2004, and therefore, amounts reported in future filings with the Securities and Exchange Commission for the years ended December 31, 2006, 2005 and 2004 could differ from these pro forma estimates.

The unaudited pro forma financial statement information has been provided for informational purposes and should not be considered indicative of the financial condition or results of operations that would have been achieved had the Transactions occurred as of the periods presented. In addition, the unaudited pro forma financial statement information does not purport to indicate balance sheet data or results of operations as of any future date or for any future period. The unaudited pro forma financial statement information, including the notes thereto, should be read in conjunction with the historical financial statements of the Company included in its Annual Reports on Form 10-K for the years ended December 31, 2006, 2005 and 2004.

INGERSOLL-RAND COMPANY LIMITED
Pro Forma Condensed Consolidated Income Statement Information
For the Year Ended December 31, 2006
(Unaudited)
(In millions, except per share amounts)
				Road			Compact
	As			Development			Equipment
	Reported (a)			Divestiture (b)			Divestiture (c)			Pro Forma
Net revenues	$	11,409.3		$	(727.2	)	$	(2,648.4	)	$	8,033.7
Cost of goods sold		8,424.2			(571.4	)		(2,084.4	)		5,768.4
Selling and administrative expenses		1,544.3			(71.9	)		(205.6	)		1,266.8
Operating income		1,440.8			(83.9	)		(358.4	)		998.5
Interest expense		(131.8	)		(1.8	)		-			(133.6	)
Other income, net		5.9			0.1			(3.4	)		2.6
Minority interests		(14.9	)		-			-			(14.9	)
Earnings before income taxes		1,300.0			(85.6	)		(361.8	)		852.6
Provision for income taxes		231.7			(22.7	)		(116.4	)		92.6
Earnings from continuing operations	$	1,068.3		$	(62.9	)	$	(245.4	)	$	760.0
Basic earnings per share
Continuing operations - Basic	$	3.34								$	2.38
Continuing operations - Diluted	$	3.31								$	2.35
Weighted-average number of common
shares outstanding:
Basic		319.9									319.9
Diluted		323.1									323.1

INGERSOLL-RAND COMPANY LIMITED
Pro Forma Condensed Consolidated Income Statement Information
For the Year Ended December 31, 2005
(Unaudited)
(In millions, except per share amounts)
				Road			Compact
	As			Development			Equipment
	Reported (a)			Divestiture (b)			Divestiture (c)			Pro Forma
Net revenues	$	10,546.9		$	(673.2	)	$	(2,610.1	)	$	7,263.6
Cost of goods sold		7,744.1			(545.6	)		(1,995.4	)		5,203.1
Selling and administrative expenses		1,441.0			(67.0	)		(201.3	)		1,172.7
Operating income		1,361.8			(60.6	)		(413.4	)		887.8
Interest expense		(144.3	)		(1.2	)		0.5			(145.0	)
Other income, net		53.0			6.8			2.9			62.7
Minority interests		(12.7	)		-			-			(12.7	)
Earnings before income taxes		1,257.8			(55.0	)		(410.0	)		792.8
Provision for income taxes		204.7			(18.3	)		(125.4	)		61.0
Earnings from continuing operations	$	1,053.1		$	(36.7	)	$	(284.6	)	$	731.8
Basic earnings per share
Continuing operations - Basic	$	3.12								$	2.17
Continuing operations - Diluted	$	3.09								$	2.14
Weighted-average number of common
shares outstanding:
Basic		337.6									337.6
Diluted		341.3									341.3

INGERSOLL-RAND COMPANY LIMITED
Pro Forma Condensed Consolidated Income Statement Information
For the Year Ended December 31, 2004
(Unaudited)
(In millions, except per share amounts)
				Road			Compact
	As			Development			Equipment
	Reported (a)			Divestiture (b)			Divestiture (c)			Pro Forma
Net revenues	$	9,393.6		$	(610.7	)	$	(2,119.7	)	$	6,663.2
Cost of goods sold		6,854.0			(457.2	)		(1,613.1	)		4,783.7
Selling and administrative expenses		1,419.3			(61.1	)		(187.7	)		1,170.5
Operating income		1,120.3			(92.4	)		(318.9	)		709.0
Interest expense		(153.1	)		(0.8	)		1.8			(152.1	)
Other income, net		17.0			0.3			(0.8	)		16.5
Minority interests		(16.0	)		-			-			(16.0	)
Earnings before income taxes		968.2			(92.9	)		(317.9	)		557.4
Provision for income taxes		138.4			(34.1	)		(101.1	)		3.2
Earnings from continuing operations	$	829.8		$	(58.8	)	$	(216.8	)	$	554.2
Basic earnings per share
Continuing operations - Basic	$	2.40								$	1.60
Continuing operations - Diluted	$	2.36								$	1.58
Weighted-average number of common
shares outstanding:
Basic		346.5									346.5
Diluted		350.9									350.9

INGERSOLL-RAND COMPANY LIMITED
Pro Forma Condensed Consolidated Balance Sheet Information
At September 30, 2007
(Unaudited)
In millions
			Compact
	As		Equipment
	Reported (d)		Divestiture				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	438.0	$	3,750.0		(e)	$	4,188.0
Marketable securities		0.7		-				0.7
Accounts and notes receivable, net		1,705.1		-				1,705.1
Inventories		923.0		-				923.0
Prepaid expenses and deferred income taxes		435.6		-				435.6
Assets held for sale		2,019.6		(2,019.6	)			-
Total current assets		5,522.0		1,730.4				7,252.4
Property, plant and equipment, net		901.3		-				901.3
Goodwill		3,936.0		-				3,936.0
Intangible assets, net		719.5		-				719.5
Other assets		1,310.5		-				1,310.5
Total assets	$	12,389.3	$	1,730.4			$	14,119.7
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	772.6	$	-			$	772.6
Accrued compensation and benefits		333.4		-				333.4
Accrued expenses and other current liabilities		690.1		-				690.1
Loans payable and current maturities
of long-term debt		1,494.2		-				1,494.2
Liabilities held for sale		909.1		(909.1	)			-
Total current liabilities		4,199.4		(909.1	)			3,290.3
Long-term debt		901.7		-				901.7
Postemployment and other benefit liabilities		909.4		-				909.4
Other noncurrent liabilities		1,184.3		-				1,184.3
Total liabilities		7,194.8		(909.1	)			6,285.7
Total shareholders' equity		5,194.5		2,639.5				7,834.0
Total liabilities and shareholders' equity	$	12,389.3	$	1,730.4			$	14,119.7

INGERSOLL-RAND COMPANY LIMITED
Pro Forma Condensed Consolidated Balance Sheet Information
At December 31, 2006
(Unaudited)
In millions
			Compact				Road
	As		Equipment				Development
	Reported (d)		Divestiture				Divestiture				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	355.8	$	3,750.0		(e)	$	1,050.0		(f)	$	5,155.8
Marketable securities		0.7		-				-				0.7
Accounts and notes receivable, net		1,481.7		-				-				1,481.7
Inventories		833.1		-				-				833.1
Prepaid expenses and deferred income taxes		355.8		-				-				355.8
Assets held for sale		2,511.3		(1,909.4	)			(601.9	)			-
Total current assets		5,538.4		1,840.6				448.1				7,827.1
Property, plant and equipment, net		868.2		-				-				868.2
Goodwill		3,837.2		-				-				3,837.2
Intangible assets, net		712.8		-				-				712.8
Other assets		1,189.9		-				-				1,189.9
Total assets	$	12,146.5	$	1,840.6			$	448.1			$	14,435.2
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	757.6	$	-			$	-			$	757.6
Accrued compensation and benefits		306.4		-				-				306.4
Accrued expenses and other current liabilities		794.2		-				-				794.2
Loans payable and current maturities
of long-term debt		1,079.4		-				-				1,079.4
Liabilities held for sale		1,175.5		(988.2	)			(187.3	)			-
Total current liabilities		4,113.1		(988.2	)			(187.3	)			2,937.6
Long-term debt		905.2		-				-				905.2
Postemployment and other benefit liabilities		1,047.1		-				-				1,047.1
Other noncurrent liabilities		676.3		-				-				676.3
Total liabilities		6,741.7		(988.2	)			(187.3	)			5,566.2
Total shareholders' equity		5,404.8		2,828.8				635.4				8,869.0
Total liabilities and shareholders' equity	$	12,146.5	$	1,840.6			$	448.1			$	14,435.2

INGERSOLL-RAND COMPANY LIMITED

Notes to the Pro Forma Condensed Consolidated

Income Statements and Balance Sheet Information

(Unaudited)

(a) Represents condensed consolidated income statement information included in the Company’s Annual Report on Form 10-K for the respective period presented.

(b) On February 27, 2007, the Company agreed to sell its Road Development business unit to AB Volvo (publ) for cash proceeds of approximately $1.3 billion. The sale was completed on April 30, 2007 in all countries except for India, which closed on May 4, 2007 (the “Road Development Divestiture”). The adjustments for the sale of the Road Development business give effect to the sale as if it occurred on January 1, 2004 for the unaudited condensed consolidated income statement information and December 31, 2006 for the unaudited condensed consolidated balance sheet information.

(c) On July 29, 2007, the Company agreed to sell its Bobcat, Utility Equipment and Attachments businesses (collectively, “Compact Equipment”) to Doosan Infracore for cash proceeds of approximately $4.9 billion (the “Compact Equipment Divestiture”). The sale was completed on November 30, 2007. The adjustments for the sale of the Compact Equipment business give effect to the sale as if it occurred on January 1, 2004 for the unaudited condensed consolidated income statement information and September 30, 2007 and December 31, 2006 for the unaudited condensed consolidated balance sheet information for the respective period presented.

(d) Represents condensed consolidated balance sheet information included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007.

(e) Represents estimated net after tax proceeds received from the Compact Equipment Divestiture of approximately $3.75 billion.

(f) Represents estimated net after tax proceeds received from the Road Development Divestiture of approximately $1.05 billion.