-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VOjXoctP4pWSVVmsbCEip06TMpNXhWojCd/x/ySdJ3/wMOPxLzqYeEcbFJ750by8 Hca+Zf35zZi5HqNI63eGYQ== /in/edgar/work/20001103/0000050485-00-500005/0000050485-00-500005.txt : 20001106 0000050485-00-500005.hdr.sgml : 20001106 ACCESSION NUMBER: 0000050485-00-500005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001103 ITEM INFORMATION: FILED AS OF DATE: 20001103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INGERSOLL RAND CO CENTRAL INDEX KEY: 0000050485 STANDARD INDUSTRIAL CLASSIFICATION: [3560 ] IRS NUMBER: 135156640 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00985 FILM NUMBER: 753067 BUSINESS ADDRESS: STREET 1: 200 CHESTNUT RIDGE RD STREET 2: PO BOX 8738 CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 BUSINESS PHONE: 2015730123 MAIL ADDRESS: STREET 1: 200 CHESTNUT RIDGE ROAD CITY: WOODCLIFF LAKE STATE: NJ ZIP: 07677 8-K 1 eightk.txt 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) 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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