| x |
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
| o |
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
| A. |
Full
title of the plan and address of the plan, if different from that
of the
issuer named below:
|
| B. |
Name
of the issuer of the securities held pursuant to the plan and the
address
of its principal executive office:
|
|
Table
of Contents
|
|
|
Page(s)
|
|
|
Report
of Independent Registered Public Accounting Firm
|
3
|
|
Financial
Statements
|
|
|
Statements
of Net Assets Available for Benefits December
31, 2004 and 2003
|
4
|
|
Statements
of Changes in Net Assets Available for Benefits Years
ended December 31, 2004 and 2003
|
5
|
|
Notes
to Financial Statements
|
6
-
13
|
|
Supplementary
Information
|
|
|
Form
5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held
at
End of Year) December 31, 2004
|
14
|
|
Schedules
required by Section 2520.103-10 of the DOL's Rules and Regulations
for
Reporting and Disclosure under Employee Retirement Income Security
Act
have been omitted because they are not applicable.
|
|
|
2004
|
2003
|
||||||
|
Assets
|
|||||||
|
Plan's
interest in Savings Plan Master Trust (Note 3)
|
$
|
1,125,520,003
|
$
|
1,052,321,824
|
|||
|
Assets
of merged plans, at fair value (Note 4)
|
--
|
6,691,031
|
|||||
|
Participant
loans
|
15,392,096
|
15,676,274
|
|||||
|
Total
investments
|
$
|
1,140,912,099
|
$
|
1,074,689,129
|
|||
|
Contributions
receivable
|
|||||||
|
Participants
|
--
|
170,948
|
|||||
|
Employer
|
1,016,242
|
108,219
|
|||||
|
1,016,242
|
279,167
|
||||||
|
Net
assets available for benefits
|
$
|
1,141,928,341
|
$
|
1,074,968,296
|
|||
|
2004
|
2003
|
||||||
|
Contributions
|
|||||||
|
Participants
|
$
|
61,100,162
|
$
|
54,782,659
|
|||
|
Employer
|
42,219,272
|
38,569,196
|
|||||
|
103,319,434
|
93,351,855
|
||||||
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Plan's
interest in investment income of the
|
|||||||
|
Savings Plan Master Trust (Note 3)
|
103,786,681
|
176,402,913
|
|||||
|
Total
additions
|
207,106,115
|
269,754,768
|
|||||
|
Participant
withdrawals and distributions
|
140,007,098
|
86,056,800
|
|||||
|
Administrative
expenses
|
138,972
|
97,966
|
|||||
|
Total
subtractions
|
140,146,070
|
86,154,766
|
|||||
|
Net
increase prior to transfers
|
66,960,045
|
183,600,002
|
|||||
|
Transfers
from other plans (Note 7)
|
--
|
891,368,294
|
|||||
|
Net
increase
|
66,960,045
|
1,074,968,296
|
|||||
|
Net
assets available for benefits
|
|||||||
|
Beginning
of year
|
1,074,968,296
|
--
|
|||||
|
End
of year
|
$
|
1,141,928,341
|
$
|
1,074,968,296
|
|||
|
December
31, 2004 and 2003
|
|
| 1. |
PLAN
DESCRIPTION
|
|
The
following brief description of the Ingersoll-Rand Company Employee
Savings
Plan (the “Plan”) provides only general information. Participants should
refer to the Plan document for a more complete description of the
Plan’s
provisions.
|
|
History
-
Ingersoll-Rand Company (the “Company”) established the Ingersoll-Rand
Company Employee Savings Plan (the “Plan”) effective January 1, 2003 as
part of the implementation of the Retirement Income Program approved
by
the Board of Directors of the Company. The Plan was established
in order
to facilitate systematic savings by eligible employees and to provide
those employees with an opportunity to fund their retirement and
other
specified needs.
|
|
The
Plan was adopted effective January 1, 2003, reflecting a spin-off
of
certain account balances and the merger of all or a portion of
the account
balances of the following plans into the
Plan:
|
|
-
|
Ingersoll-Rand
Company Savings and Stock Investment Plan, except with respect
to the
account balances of employees whose employment with the Company
terminated
as a result of the sale of The Torrington Company, a subsidiary
of the
Company, to The Timken Company.
|
|
-
|
Ingersoll-Rand/Thermo
King Savings and Stock Investment Plan, except with respect to
the account
balances of employees whose eligibility to participate is subject
to
collective bargaining.
|
| - |
Kryptonite
Corporation Profit Sharing Plan.
|
|
-
|
Blaw
Knox Construction Equipment Corporation Retirement Plan for Salaried
Employees.
|
| - |
National
Refrigeration Services, Inc. 401(k) Retirement Savings
Plan.
|
| - |
Hussmann
International, Inc. Retirement Savings Plan for Hourly Employees,
except
with respect
to the account balances of employees whose eligibility to participate
is
subject to collective
bargaining.
|
|
Effective
December 31, 2003, the account balances of participants in the
Ingersoll-Rand Company Savings and Stock Investment Plan (the “SSIP”), the
Electronic Technology Corporation 401(k) Plan (the “ETC Plan”) and the
Integrated Access Systems, Inc. Employee Salary Reduction Plan
(the
“Integrated Access Plan”) were merged into the Plan. The custody of the
assets of the ETC Plan and the Integrated Access Plan were transferred
to
the Trustee of the Plan in February 2004.
|
|
December
31, 2004 and 2003
|
|
| 1. |
PLAN
DESCRIPTION
(Continued)
|
|
General
-
For those employees who are eligible to participate in the Plan,
there is
automatic enrollment whereby a new employee is automatically enrolled
in
the Plan upon date of hire with a 2% pre-tax contribution that
is invested
in the Money Market Portfolio. The employee then has a period of
approximately 30 days to elect to not contribute to the Plan or
to change
his or her contribution percentage and investment options within
the Plan.
Payroll deductions, consequently, do not begin until such period
has
expired.
|
|
Fidelity
Investments (“Fidelity”) is the trustee and recordkeeper of the Plan and
the Plan’s assets are part of the Ingersoll-Rand Company Savings Plan
Master Trust (“Savings Plan Master Trust”) maintained by Fidelity.
|
|
The
Ingersoll-Rand Company Limited Board of Directors has delegated
the
authority to the Chief Executive Officer to appoint the benefits
administration committee (the “Committee”), which administers the Plan.
The Finance Committee of the Ingersoll-Rand Company Limited Board
of
Directors approves the Plan’s investment options. Participants direct
investments among the primary investment
options.
|
|
Assets
of Merged Plans
-
At December 31, 2003, certain Plan investments were assets received
as a
result of the mergers of the ETC Plan and the Integrated Access
Plan into
the Plan effective December 31, 2003. These assets were owned by
the Plan
but were not part of the Savings Plan Master Trust as of December
31,
2003. In February of 2004, these assets were transferred to the
Savings
Plan Master Trust and invested among its investment
options.
|
|
Contributions
-
Participants may contribute as basic contributions up to 6% (in
whole
percentages) of their compensation, as defined in the Plan. Participants
may also contribute amounts representing distributions from other
eligible
retirement plans, as defined in the Plan. Participants contributing
6% of
compensation may contribute up to an additional 44% of compensation
as
supplemental contributions, as defined in the Plan. Participants
may use
before or after-tax dollars for part or all of their contributions.
Contributions are subject to varying limitations to ensure compliance
with
Internal Revenue Code (“IRC”) requirements. Participants may change their
contribution amounts in accordance with the administrative procedures
established by the Committee.
|
|
Participants
direct the investment of their contributions into various investment
options offered by the Plan. The Plan’s assets are held in the Savings
Plan Master Trust, together with assets from other participating
plans.
Within the trust, the Plan currently offers a money market portfolio,
self-directed brokerage accounts, various mutual funds, and an
Ingersoll-Rand Company Limited Stock
Fund.
|
|
The
Company contributes to the Plan via a matching contribution. The
Plan
requires Company matching contributions of 100% of participants’ basic
contributions. The Company matching contribution is contributed
½ in cash,
which is immediately invested in the same manner as the participant
contributions and ½ in Ingersoll-Rand Company Limited Class A common
shares which is immediately eligible to be invested in any investment
option under the Plan. The Plan also has a profit sharing contribution
available for certain participants working for an affiliate of
the
Company. This profit sharing contribution, if any, is determined
annually
by the sector leadership of the affiliate. At December 31, 2004
and 2003,
employer contribution receivable included $539,821 and $0, respectively,
related to this profit sharing
contribution.
|
|
December
31, 2004 and 2003
|
|
| 1. |
PLAN
DESCRIPTION (Continued)
|
|
Participant
Accounts - Each
participant’s account is credited with the participant’s contribution and
allocations of (a) the Company’s contribution and (b) Plan earnings, and
charged with an allocation of administrative expenses. Allocations
are
based on participant earnings or account balances, as defined.
The benefit
to which a participant is entitled is the benefit that can be provided
from the participant’s vested
account.
|
|
Vesting
- Participants
are vested immediately in their contributions plus actual earnings
thereon. Vesting in the Company’s matching and profit sharing contribution
portion of participants’ accounts is also immediately
vested.
|
|
Participant
Loans - Participants
may borrow from their accounts a minimum of $1,000 up to a maximum
equal
to the lesser of $50,000 or 50% of their account balance. The loans
are
secured by the balance in the participant’s account and bear a fixed
interest rate of 5%, which is commensurate with local prevailing
rates as
determined by the Plan administrator. Principal and interest is
paid
ratably through monthly payroll
deductions.
|
|
Payment
of Benefits
-
Plan distributions may be in the form of a lump sum or in such
other
manner that the Plan may permit. In addition, Plan participants
who
terminate employment may elect distributions of at least $500 on
a daily
basis up to the balance in the
account.
|
|
Forfeitures
-
Forfeitures apply only to the accounts of participants who participated
in
the SSIP and who terminated prior to January 1, 2003. Forfeitures
of
$26,416 and $15,914 at December 31, 2004 and 2003, respectively,
were
available to reduce future Company contributions. For 2004 and
2003,
forfeitures of $102,349 and $225,924 were applied against Company
contributions.
|
| 2. |
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
|
Use
of Estimates
-
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Committee to make estimates
and assumptions that affect the reported amounts of assets and
liabilities
and changes therein, and disclosure of contingent assets and liabilities
at the dates of the financial statements. Actual results could
differ from
those estimates.
|
|
Risks
and Uncertainties
-
Investments are subject to risk conditions of the individual investment’s
objectives, stock market performance, interest rates, economic
conditions
and world affairs. Due to the level of risk associated with the
Plan’s
investments, it is reasonably possible that changes in the values
of the
Plan’s investments will occur in the near term and that such changes
could
materially affect participant account balances and the amounts
reported in
the statements of net assets available for
benefits.
|
|
December
31, 2004 and 2003
|
|
| 2. |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
|
Separate
participant accounts are maintained by investment option. These
accounts
record contributions, withdrawals, transfers, earnings and changes
in
market value.
|
|
The
Savings Plan Master Trust reports investments in the Mutual Funds,
the
Ingersoll-Rand Company Limited Stock Fund, and the investments
comprising
the assets of merged plans category at current value based on published
market quotations. Fidelity’s Institutional Money Market Portfolio is
valued at current value based on published market quotations of
those
Fidelity funds in which it participates. Investments in the Self-Directed
Brokerage Accounts are at current value based on published market
quotations of the individual investments comprising the brokerage
accounts.
|
|
The
Participant Loan Fund represents the net outstanding receivable
balance
due to the Plan from those participants with outstanding loan
balances.
|
|
Security
Transactions and Investment Income
-
Realized gains or losses on security transactions are recorded
on the
trade date. Realized gains or losses are the difference between
the
proceeds received and the security’s unit cost. Dividend income is
recorded on the ex-dividend date and interest income is recorded
when
earned.
|
|
The
statements of changes in net assets include unrealized appreciation
or
depreciation in accordance with the policy of stating investments
at
current value. Appreciation or depreciation of investments reflects
both
realized gains and losses and the change in unrealized appreciation
and
depreciation of investments.
|
|
Accounting
Policies on Transfers
-
Assets acquired through plan merger are recorded at the fair market
value
on the effective date.
|
|
Contributions
-
Participant and Company matching contributions are contributed
to the Plan
on a weekly or monthly basis, as outlined in the Plan document.
Profit
sharing contributions are contributed to the Plan annually. Participant
contributions for each investment option or portfolio are based
on the
participants’ elections.
|
|
Expenses
of the Plan
-
Certain expenses associated with the administration of the Plan
and the
Savings Plan Master Trust are paid for by the Company. Expenses
of the
funds related to the investment and reinvestment of assets are
included in
the cost of the related investments. Other expenses such as loan
fees,
withdrawal fees and fees related to investments in the brokerage
accounts
are paid for by the participant.
|
|
Benefit
Obligations -
Distributions to terminated employees are recorded in the Plan’s financial
statements when paid. There were no approved and unpaid amounts
at
December 31, 2004 and 2003.
|
|
December
31, 2004 and 2003
|
|
| 3. |
INVESTMENT
IN THE SAVINGS PLAN MASTER
TRUST
|
|
2004
|
2003
|
||||||
|
Investments,
at fair value
|
|||||||
|
Money
market portfolio
|
$
|
318,046,370
|
$
|
351,468,186
|
|||
|
Mutual
funds
|
692,155,005
|
598,359,465
|
|||||
|
Self-directed
brokerage accounts
|
4,027,514
|
1,915,459
|
|||||
|
Ingersoll-Rand
Company limited stock fund
|
364,011,198
|
342,636,237
|
|||||
|
Participant
loans receivable
|
17,742,365
|
17,753,026
|
|||||
|
Assets
of merged plans
|
--
|
14,337,651
|
|||||
|
Net
assets available for benefits
|
$
|
1,395,982,452
|
$
|
1,326,470,024
|
|||
|
2004
|
2003
|
||||||
|
Investment
income:
|
|||||||
|
Net
appreciation in fair value of investments
|
|||||||
|
Mutual
funds
|
$
|
52,045,009
|
$
|
111,873,628
|
|||
|
Money
market portfolio
|
4,121,725
|
3,927,623
|
|||||
|
Ingersoll-Rand
Company Limited stock fund
|
57,480,347
|
141,209,242
|
|||||
|
113,647,081
|
257,010,493
|
||||||
|
Interest
and dividend income
|
17,984,301
|
12,351,560
|
|||||
|
Total
investment income
|
$
|
131,631,382
|
$
|
269,362,053
|
|||
|
December
31, 2004 and 2003
|
|
| 4. |
ASSETS
OF MERGED PLANS
|
|
Investments
in the assets of merged plans category are comprised of the investments
of
the ETC Plan and the Integrated Access Plan which were merged into
the
Plan effective December 31, 2003. The investments comprising these
merged
plans at December 31, 2003 are as
follows:
|
|
ETC
Plan:
|
||||
|
Prinicpal
Guaranteed Interest Account
|
$
|
123,989
|
||
|
Prinicpal
Money Market Separate Account
|
181,816
|
|||
|
Principal
Governments Securities Separate Account
|
372,435
|
|||
|
Principal
Large Cap Stock Index Separate Account
|
384,961
|
|||
|
Prinicpal
Large Company Value Separate Account
|
70,021
|
|||
|
Principal
Stock Emphasis Balanced Separate Account
|
83,993
|
|||
|
Principal
Large Company Growth Separate Account
|
165,389
|
|||
|
Principal
Medium Company Blend Separate Account
|
301,277
|
|||
|
Principal
Small Company Blend Separate Account
|
333,044
|
|||
|
Principal
International Stock Separate Account
|
274,887
|
|||
|
Principal
Financial Group Inc. Stock Separate Account
|
76,050
|
|||
|
Vanguard
Growth & Income Fund
|
175,927
|
|||
|
Vanguard
Windsor II fund
|
173,906
|
|||
|
*Fidelity
Advisor Equity Growth Institutional
|
190,014
|
|||
|
T.
Rowe Price Science & Technology Fund
|
283,863
|
|||
|
Participant
Loans
|
53,919
|
|||
|
Total
ETC Plan Investments
|
$
|
3,245,491
|
||
|
December
31, 2004 and 2003
|
|
| 4. |
ASSETS
OF MERGED PLANS
(continued)
|
|
Integrated
Access Plan:
|
||||
|
AIM
High Yield Investor Fund
|
$
|
55,185
|
||
|
ING
Classic Money Market Fund
|
494,068
|
|||
|
ING
Mid Cap Opportunities A Fund
|
314,735
|
|||
|
Oppenheimer
Main Street Income Growth Fund
|
450,849
|
|||
|
MFS
Capital Opportunities Fund
|
275,783
|
|||
|
Janus
Equity Income Fund
|
200,171
|
|||
|
ING
Technology A Fund
|
370,876
|
|||
|
Oppenheimer
Capital Appreciation Fund
|
221,047
|
|||
|
Franklin
Small-Mid Cap Growth A Fund
|
424,913
|
|||
|
Janus
Twenty Fund
|
331,436
|
|||
|
Janus
Adviser Worldwide Growth Fund
|
306,477
|
|||
|
Total
Integrated Access Plan investments
|
$
|
3,445,540
|
||
|
Total
assets of merged plans
|
$
|
6,691,031
|
||
|
*Permitted
party-in-interest (See footnote 6)
|
| 5. |
TAX
STATUS
|
|
The
Internal Revenue Service has determined and informed the Company
by letter
dated April 29, 2004 that the Plan and related trust are designed
in
accordance with applicable sections of the IRC to be exempt from
U.S.
Federal income tax. The Company believes that the Plan is designed
and is
currently being operated in compliance with the applicable requirements
of
the IRC and therefore no provision for U.S. Federal income tax
is
required. Although the Plan has been amended since receiving the
determination letter, the Plan administrator and the Plan’s tax counsel
believe that the Plan is designed and is currently being operated
in
compliance with the applicable requirements of the IRC.
|
| 6. |
PARTY-IN-INTEREST
|
|
Certain
Plan investments are shares or units of money market portfolio,
commingled
pool and mutual funds managed by Fidelity Investments, the Plan’s trustee
and recordkeeper. These transactions qualify as permitted
party-in-interest transactions.
|
|
December
31, 2004 and 2003
|
|
| 7. |
TRANSFERS
FROM OTHER
PLANS
|
|
During
2003, as described in footnote 1, several plans transferred assets
or were
merged into the Plan as follows:
|
|
Value
of
|
||||
|
Plan
Name
|
Transfer
|
|||
|
Ingersoll-Rand
Company Savings and Stock Investment Plan
|
$
|
703,514,577
|
||
|
Ingersoll-Rand/Thermo
King Savings and Stock Investment Plan
|
59,492,494
|
|||
|
Kryptonite
Corporation Profit Sharing Plan
|
1,001,058
|
|||
|
Blaw
Knox Construction Equipment Corporation Retirement Plan for
Salaried
Employees
|
1,256,342
|
|||
|
National
Refrigeration Services, Inc. 401(k) Retirement Savings
Plan
|
6,326,637
|
|||
|
Hussman
International Inc. Retirement Savings Plan
|
105,050,402
|
|||
|
Taylor
Industries, Inc. 401(k) Profit Sharing Plan
|
5,223,445
|
|||
|
Perimeter
Bobcat P.S. 401(k) Plan
|
746,883
|
|||
|
WHS
Refrigeration Systems, Inc. 401(k) Savings Plan
|
2,065,425
|
|||
|
ETC
401(k) Plan
|
3,245,491
|
|||
|
Integrated
Access Systems, Inc., Employee Salary Reduction Plan
|
3,445,540
|
|||
|
Total
transfers from other plans
|
$
|
891,368,294
|
||
| 8. |
PLAN
TERMINATION
|
|
Although
it has not expressed any intent to do so, the Company has the right
under
the Plan to discontinue its contributions at any time and to terminate
the
Plan subject to the provisions of ERISA. In the event of Plan termination,
all effected participants would become 100% vested in their employer
contributions.
|
|
December
31, 2004
|
|
|
Description
|
Shares,
Units,
|
Current
|
|||||||
|
Identity
of Issue
|
of
Investment
|
Principal
Amount
|
Value
|
||||||
|
*
Plan's interest in Savings Plan
|
|||||||||
|
Master
Trust
|
Master
Trust
|
81.7%
participation
|
$
|
1,125,520,003
|
|||||
|
Participant
Loans Receivable
|
Due
01/01/05 - 05/08/26;
5%
- 10.5%
|
15,392,096
|
|||||||
|
TOTAL
INVESTMENTS HELD BY THE PLAN
|
$
|
1,140,912,099
|
|||||||
| Exhibit No. | Description | |
| 23 | Consent of PricewaterhouseCoopers LLP |