Edgar Filing: INGERSOLL RAND CO LTD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 1-985

INGERSOLL-RAND COMPANY LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	75-2993910
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Clarendon House

2 Church Street

Hamilton HM 11, Bermuda

(Address of principal executive offices)

(441) 295-2838

(Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO x

The number of Class A common shares outstanding as of August 3, 2007 was 286,657,308.

INGERSOLL-RAND COMPANY LIMITED

FORM 10-Q

INDEX

PART I	FINANCIAL INFORMATION

	Item 1 -	Financial Statements

		Condensed Consolidated Income Statement for the three and six months ended June 30, 2007 and 2006	1

		Condensed Consolidated Balance Sheet at June 30, 2007 and December 31, 2006	2

		Condensed Consolidated Statement of Cash Flows for the three and six months ended June 30, 2007 and 2006	3

		Notes to Condensed Consolidated Financial Statements	4

	Item 2 -	Management's Discussion and Analysis of Financial Condition and Results of Operations	24

	Item 3 -	Quantitative and Qualitative Disclosures about Market Risk	39

	Item 4 -	Controls and Procedures	39


PART II	OTHER INFORMATION		40

	Item 1 -	Legal Proceedings	40

	Item 1A -	Risk Factors	40

	Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	41

	Item 6 -	Exhibits	42

SIGNATURES			43

CERTIFICATIONS

Part I - FINANCIAL INFORMATION

Item I - Financial Statements

INGERSOLL-RAND COMPANY LIMITED

CONDENSED CONSOLIDATED INCOME STATEMENT

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
In millions, except per share amounts	2007			2006			2007			2006
Net revenues	$	2,224.6		$	2,048.0		$	4,200.8		$	3,852.7
Cost of goods sold		1,589.7			1,463.1			3,005.6			2,763.8
Selling and administrative expenses		360.8			332.4			712.5			638.5
Operating income		274.1			252.5			482.7			450.4
Interest expense		(30.8	)		(30.8	)		(66.5	)		(66.0	)
Other income (expense), net		8.6			(6.2	)		8.5			0.1
Earnings before income taxes		251.9			215.5			424.7			384.5
Provision for income taxes		43.9			18.4			60.1			29.9
Earnings from continuing operations		208.0			197.1			364.6			354.6
Discontinued operations, net of tax		756.1			116.4			817.0			212.1
Net earnings	$	964.1		$	313.5		$	1,181.6		$	566.7

Basic earnings per common share:
Earnings from continuing operations	$	0.69		$	0.60		$	1.20		$	1.08
Discontinued operations, net of tax		2.52			0.36			2.70			0.65
Net earnings	$	3.21		$	0.96		$	3.90		$	1.73

Diluted earnings per common share:
Earnings from continuing operations	$	0.68		$	0.60		$	1.19		$	1.07
Discontinued operations, net of tax		2.49			0.35			2.66			0.64
Net earnings	$	3.17		$	0.95		$	3.85		$	1.71

Dividends per common share	$	0.18		$	0.16		$	0.36		$	0.32

See accompanying Notes to Condensed Consolidated Financial Statements.

INGERSOLL-RAND COMPANY LIMITED

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

	June 30,			December 31,
In millions	2007			2006
ASSETS
Current assets:
Cash and cash equivalents	$	460.2		$	273.1
Marketable securities		0.7			0.7
Accounts and notes receivable, less allowance of $10.6 in 2007 and $8.3 in 2006		1,644.0			1,481.7
Inventories		919.3			833.1
Prepaid expenses and deferred income taxes		509.6			355.5
Assets held for sale		2,130.6			2,589.9
Total current assets		5,664.4			5,534.0

Property, plant and equipment, net		873.3			866.7
Goodwill		3,877.5			3,837.2
Intangible assets, net		707.0			712.8
Other assets		1,284.1			1,195.2
Total assets	$	12,406.3		$	12,145.9

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	685.1		$	757.6
Accrued compensation and benefits		295.3			305.0
Accrued expenses and other current liabilities		672.0			697.8
Loans payable and current maturities of long-term debt		686.7			1,075.8
Liabilities held for sale		1,239.2			1,288.5
Total current liabilities		3,578.3			4,124.7

Long-term debt		894.5			895.7
Postemployment and other benefit liabilities		985.0			1,044.7
Other noncurrent liabilities		1,116.1			676.0
Total liabilities		6,573.9			6,741.1

Shareholders' equity:
Class A common shares		293.4			306.8
Retained earnings		5,692.7			5,456.1
Accumulated other comprehensive income (loss)		(153.7	)		(358.1	)
Total shareholders' equity		5,832.4			5,404.8
Total liabilities and shareholders' equity	$	12,406.3		$	12,145.9

See accompanying Notes to Condensed Consolidated Financial Statements.

INGERSOLL-RAND COMPANY LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Six months ended June 30,
In millions	2007			2006
Cash flows from operating activities:
Net earnings	$	1,181.6		$	566.7
Income from discontinued operations, net of tax		(817.0	)		(212.1	)
Adjustments to arrive at net cash provided by (used in) operating activities:
Depreciation and amortization		70.6			75.5
Stock settled share-based compensation		17.8			11.5
Changes in other assets and liabilities, net		(375.0	)		(124.7	)
Other, net		21.1			(89.9	)
Net cash provided by (used in) continuing operating activities		99.1			227.0
Net cash provided by (used in) discontinued operating activities		99.1			3.6

Cash flows from investing activities:
Capital expenditures		(57.8	)		(75.8	)
Proceeds from sale of property, plant and equipment		9.0			1.1
Acquisitions, net of cash acquired		(3.7	)		(28.5	)
Proceeds from sales and maturities of marketable securities		0.1			155.9
Proceeds from business disposition, net of cash of $23.4		1,291.7			-
Other, net		3.4			(1.9	)
Net cash provided by (used in) continuing investing activities		1,242.7			50.8
Net cash provided by (used in) discontinued investing activities		(34.2	)		(24.5	)

Cash flows from financing activities:
Increase (decrease) in short-term borrowings		(383.2	)		20.0
Proceeds from long-term debt		1.6			1.9
Payments of long-term debt		(12.4	)		(508.2	)
Net change in debt		(394.0	)		(486.3	)
Dividends paid		(109.6	)		(105.0	)
Proceeds from exercise of stock options		121.4			81.4
Repurchase of common shares by subsidiary		(846.5	)		(383.7	)
Net cash provided by (used in) continuing financing activities		(1,228.7	)		(893.6	)
Net cash provided by (used in) discontinued financing activities		-			-

Effect of exchange rate changes on cash and cash equivalents		9.1			17.9

Net increase (decrease) in cash and cash equivalents		187.1			(618.8	)
Cash and cash equivalents - beginning of period		273.1			828.9
Cash and cash equivalents - end of period	$	460.2		$	210.1

See accompanying Notes to Condensed Consolidated Financial Statements.

INGERSOLL-RAND COMPANY LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1– Basis of Presentation

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, which include normal recurring adjustments, necessary to present fairly the consolidated unaudited financial position at June 30, 2007, and results of operations and cash flows for the three and six months ended June 30, 2007 and 2006.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Ingersoll-Rand Company Limited (the Company or IR-Limited) Annual Report on Form 10-K for the year ended December 31, 2006.

As a result of the divestiture of the Road Development business unit and the pending sale of Bobcat, Utility Equipment and Attachments business units, the Company realigned its operating and reporting segments to better reflect its market focus. The Company’s Bobcat, Utility Equipment, Attachments and Road Development business units are now being reported as discontinued operations. The Company’s Club Car business unit is now included in the Industrial Technologies segment. Prior year results have been reclassified to conform to this change.

Sale of Compact Equipment Business

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 sale is subject to customary closing conditions and is targeted to close early in the 2007 fourth quarter.

The Compact Equipment business manufactures and sells 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 Compact Equipment business employs approximately 5,700 people worldwide.

Note 2 – Divestitures and Discontinued Operations

The components of discontinued operations for the three and six months ended June 30, were as follows:

	Three months ended June 30,						Six months ended June 30,
In millions	2007			2006			2007			2006
Road Development, net of tax	$	678.2		$	27.7		$	694.1		$	45.1
Compact Equipment, net of tax		81.7			97.3			142.3			184.8
Other discontinued operations, net of tax		(3.8	)		(8.6	)		(19.4	)		(17.8	)
Total discontinued operations, net of tax	$	756.1		$	116.4		$	817.0		$	212.1

Compact Equipment

As noted in Note 1 above, on July 29, 2007, the Company agreed to sell its Compact Equipment business. The Company has accounted for the Compact Equipment business as discontinued operations and has classified the assets and liabilities as held for sale for all periods presented in accordance with Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.

Net revenues and after-tax earnings of Compact Equipment for the three and six months ended June 30, were as follows:

	Three months ended June 30,				Six months ended June 30,
In millions	2007		2006		2007		2006
Net revenues	$	759.8	$	765.8	$	1,452.4	$	1,484.9
After-tax earnings		81.7		97.3		142.3		184.8

Assets and liabilities recorded as held for sale on the condensed consolidated balance sheet were as follows:

In millions	June 30, 2007		December 31, 2006
Assets
Current assets	$	924.0	$	834.2
Property, plant and equipment, net		293.6		264.6
Goodwill and other intangible assets, net		694.8		691.3
Other assets and deferred income taxes		218.2		197.9
Assets held for sale	$	2,130.6	$	1,988.0

Liabilities
Current liabilities	$	762.6	$	658.5
Noncurrent liabilities		476.6		442.7
Liabilities held for sale	$	1,239.2	$	1,101.2

Road Development Divestiture

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 business unit manufactures and sells asphalt paving equipment, compaction equipment, milling machines, and construction-related material handling equipment. The Company has accounted for the Road Development business unit as discontinued operations and has classified the assets and liabilities sold to AB Volvo as held for sale for all periods presented in accordance with Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.

Net revenues and after-tax earnings of the Road Development business unit for the three and six months ended June 30, were as follows:

	Three months ended June 30,				Six months ended June 30,
In millions	2007		2006		2007		2006
Net revenues	$	77.2	$	228.1	$	244.4	$	415.3
After-tax earnings from operations	$	2.5	$	27.7	$	18.4	$	45.1
Gain on sale, net of tax of $128.6		675.7		-		675.7		-
Total discontinued operations	$	678.2	$	27.7	$	694.1	$	45.1

Assets and liabilities recorded as held for sale on the condensed consolidated balance sheet were as follows:

	December 31,
In millions	2006
Assets
Current assets	$	317.6
Property, plant and equipment, net		145.0
Goodwill and other intangible assets, net		99.8
Other assets and deferred income taxes		39.5
Assets held for sale	$	601.9

Liabilities
Current liabilities	$	118.9
Noncurrent liabilities		68.4
Liabilities held for sale	$	187.3

Other Discontinued Operations

The Company also has other retained costs for discontinued operations that mainly include costs related to postretirement benefits and product and legal costs (mostly asbestos-related) from previously sold businesses. The components of other discontinued operations for the three and six months ended June 30, were as follows:

	Three months ended June 30,						Six months ended June 30,
In millions	2007			2006			2007			2006
Retained costs, net of tax	$	(3.9	)	$	(8.8	)	$	(19.6	)	$	(18.2	)
Net gain on disposals, net of tax		0.1			0.2			0.2			0.4
Total other discontinued operations, net of tax	$	(3.8	)	$	(8.6	)	$	(19.4	)	$	(17.8	)

Note 3 – Inventories

Inventories are stated at the lower of cost or market. Most U.S. manufactured inventories, excluding the Climate Control Technologies segment, are valued on the last-in, first-out (LIFO) method. All other inventories are valued using the first-in, first-out (FIFO) method. The composition of inventories was as follows:

	June 30,		December 31,
In millions	2007		2006
Raw materials and supplies	$	379.8	$	353.8
Work-in-process		191.7		186.3
Finished goods		445.5		401.3
		1,017.0		941.4
Less - LIFO reserve		97.7		108.3
Total	$	919.3	$	833.1

Note 4 – Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill were as follows:

In millions	Climate Control Technologies		Industrial Technologies		Security Technologies		Total
Balance at December 31, 2006	$	2,545.1	$	341.2	$	950.9	$	3,837.2
Acquisitions and adjustments*		-		4.8		3.3		8.1
Translation		14.0		2.3		15.9		32.2
Balance at June 30, 2007	$	2,559.1	$	348.3	$	970.1	$	3,877.5

* Includes current year adjustments related to final purchase price allocation adjustments.

The Company initially records to goodwill the excess of the purchase price over the preliminary fair value of the net assets acquired. Once the final valuation has been performed for each acquisition, the Company may record an adjustment to goodwill.

The following table sets forth the gross amount and accumulated amortization of the Company’s intangible assets:

	June 30, 2007				December 31, 2006
In millions	Gross amount		Accumulated amortization		Gross amount		Accumulated amortization
Customer relationships	$	492.3	$	79.0	$	489.6	$	71.8
Trademarks		105.3		12.2		102.6		9.8
Patents		31.9		19.4		30.5		18.2
Other		47.9		25.4		48.9		23.7
Total amortizable intangible assets		677.4		136.0		671.6		123.5
Indefinite-lived intangible assets		165.6		-		164.7		-
Total	$	843.0	$	136.0	$	836.3	$	123.5

Intangible asset amortization expense for the three months ended June 30, 2007 and 2006, was $6.1 million and $6.3 million, respectively. Intangible asset amortization expense for the six months ended June 30, 2007 and 2006, was $12.2 million and $12.5 million, respectively. Estimated intangible asset amortization expense for each of the next five years is expected to approximate $25 million.

Note 5 – Postretirement Benefits Other Than Pensions

The Company sponsors several postretirement plans that cover certain eligible employees. These plans provide for health care benefits and, in some instances, life insurance benefits. Postretirement health plans generally are contributory and contributions are adjusted annually. Life insurance plans for retirees are primarily noncontributory. The Company funds the postretirement benefit costs principally on a pay-as-you-go basis. The components of net periodic postretirement benefits cost for the three and six months ended June 30, were as follows:

	Three months ended June 30,						Six months ended June 30
In millions	2007			2006			2007			2006
Service cost	$	3.0		$	2.7		$	6.2		$	5.4
Interest cost		14.0			13.6			28.1			27.2
Net amortization of prior service gains		(1.0	)		(1.0	)		(2.1	)		(2.0	)
Net amortization of net actuarial losses		4.6			4.6			9.5			9.2
Net periodic postretirement benefits cost		20.6			19.9			41.7			39.8
Curtailment and settlement gains		(23.4	)		-			(23.4	)		-
Net periodic postretirement benefit (gains) costs after curtailment and settlement gains	$	(2.8	)	$	19.9		$	18.3		$	39.8

Amounts recorded in continuing operations	$	6.8		$	6.8		$	13.6		$	13.5
Amounts recorded in discontinued operations		(9.6	)		13.1			4.7			26.3
Total	$	(2.8	)	$	19.9		$	18.3		$	39.8

The curtailment and settlement gains in 2007 are associated with the sale of the Road Development business unit on April 30, 2007. In addition, the Company’s U.S. postretirement plan was remeasured as of the sale date and the discount rate used was increased from 5.5% to 5.75%.

Note 6 – Pension Plans

The Company sponsors several noncontributory pension plans that cover substantially all U.S. employees. In addition, certain non-U.S. employees in other countries are covered by pension plans. The Company’s pension plans for U.S. non-collectively bargained employees provide benefits on a modest final average pay formula. The Company’s U.S. collectively bargained pension plans principally provide benefits based on a flat benefit formula. Non-U.S. plans provide benefits based on earnings and years of service. The Company maintains additional other supplemental benefit plans for officers and other key employees. The components of the Company’s pension-related costs for the three and six months ended June 30, were as follows:

	Three months ended June 30,						Six months ended June 30,
In millions	2007			2006			2007			2006
Service cost	$	14.3		$	14.4		$	29.2		$	28.8
Interest cost		41.1			40.3			82.6			80.2
Expected return on plan assets		(57.7	)		(54.5	)		(115.9	)		(108.6	)
Net amortization of:
Prior service costs		2.3			2.1			4.7			4.2
Transition amount		0.2			0.2			0.4			0.4
Plan net acturial losses		3.3			6.7			7.9			13.3
Net periodic pension cost		3.5			9.2			8.9			18.3
Curtailment and settlement losses		24.3			-			24.3			-
Net periodic pension costs after curtailment and settlement losses	$	27.8		$	9.2		$	33.2		$	18.3

Amounts recorded in continuing operations	$	6.7		$	10.2		$	15.0		$	20.1
Amounts recorded in discontinued operations		21.1			(1.0	)		18.2			(1.8	)
Total	$	27.8		$	9.2		$	33.2		$	18.3

The Company made employer contributions of $13.0 million and $13.4 million to its pension plans during the six months ended June 30, 2007 and 2006, respectively.

The curtailment and settlement losses in 2007 are associated with the sale of the Road Development business unit on April 30, 2007. In addition, certain of the Company’s pension plans, primarily in the U.S., were remeasured as of the sale date and the discount rate used was increased from 5.5% to 5.75%.

Note 7 – Share-Based Compensation

On June 6, 2007, the shareholders of the Company approved the Incentive Stock Plan of 2007, which authorizes the Company to issue stock options and other share-based incentives. The total number of shares authorized by the shareholders is 14.0 million, of which 13.9 million remains available for future incentive awards.

Stock Options

The average fair value of the stock options granted under the Incentive Stock Plan of 1998 for the six months ended June 30, 2007 and 2006 was estimated to be $11.06 per share and $10.42 per share, respectively, using the Black-Scholes option-pricing model. The following assumptions were used:

	2007			2006
Dividend yield		1.75	%		1.49	%
Volatility		26.10	%		27.70	%
Risk-free rate of return		4.71	%		4.47	%
Expected life		4.70 years			4.42 years

Expected volatility is based on the historical volatility from traded options on the Company’s stock. The risk-free rate of interest for periods within the contractual life of the stock option award is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the award is granted with a maturity equal to the expected life of the award. The Company uses historical data to estimate forfeitures within its valuation model. The Company’s expected life of the stock option awards is derived from historical experience and represents the period of time that awards are expected to be outstanding.

Changes in the options outstanding under the plans for the six months ended June 30, 2007 was as follows:

	Shares subject to option			Weighted- average exercise price		Aggregate intrinsic value (millions)		Weighted- average remaining life
December 31, 2006		19,164,942		$	31.53
Granted		3,367,725			43.28
Exercised		(4,126,249	)		29.42
Cancelled		(312,017	)		40.78
Outstanding June 30, 2007		18,094,401		$	34.04	$	376.4		6.6
Exercisable June 30, 2007		11,532,138		$	29.99	$	286.4		5.4

SARs

SARs generally vest ratably over a three-year period from the date of grant and expire at the end of ten years. Effective August 2, 2006, all exercised SARs will be settled in the Company’s Class A common shares. Previously, exercised SARs were paid in cash.

The following table summarizes the information for currently outstanding SARs for the six months ended June 30, 2007:

	Shares subject to option			Weighted- average exercise price		Aggregate intrinsic value (millions)		Weighted- average remaining life
December 31, 2006		1,693,754		$	33.11
Granted*		-			-
Exercised		(354,621	)		30.69
Cancelled		(35,347	)		34.30
Outstanding June 30, 2007		1,303,786		$	33.71	$	27.5		6.5
Exercisable June 30, 2007		904,924		$	31.34	$	21.3		5.8

* As of the end of 2006, the Company no longer expects to grant SARs

Performance Shares

The Company has a Performance Share Program (PSP) for key employees. The program provides annual awards for the achievement of pre-established long-term strategic initiatives and annual financial performance of the Company. The annual target award level is expressed as a number of the Company’s Class A common shares and for performance year 2006 the award was paid in cash. On April 17, 2007, and effective for the performance year 2007, the Compensation Committee of the Board of Directors of the Company approved a revision to the PSP program such that all PSP awards will be paid in Class A common shares rather than in cash and, except for retirement-eligible employees, all of those shares will vest one year after the date of grant. As a result of these changes, a larger portion of the Company’s executive compensation program will be directly linked to the performance of the Company’s Class A common shares, thus further aligning the interests of executives with those of our shareholders.

Deferred Compensation

The Company allows key employees and non-employee directors to defer a portion of their eligible compensation into a number of investment choices, including Class A common share equivalents. Effective August 2, 2006, the Company eliminated the provision in the deferred compensation plans making plan participants eligible to receive a 20% supplemental amount on deferrals in the Company's Class A common share equivalents. In addition, effective August 2, 2006, the Company vested the previously awarded, but unvested, portions of the 20% supplemental amount awarded under the deferred compensation plans.

As of June 30, 2007, the portion deferred into Class A common share equivalents was subject to market fluctuations based on the Company’s share price. Effective August 1, 2007, the deferred compensation plans were amended to provide that any amounts invested in the Class A common share equivalents will be settled in Class A common shares at the time of distribution, rather than cash.

Other Plans

The Company maintains a shareholder-approved Management Incentive Unit Award Plan. Under the plan, participating key employees were awarded incentive units. When dividends are paid on Class A common shares, dividends are awarded to unit holders, one-half of which is paid in cash and the remaining half of which is credited to the participants’ account in the form of Class A common share equivalents. The value of the actual incentive units is never paid to participants, and only the fair value of accumulated Class A common share equivalents is paid in cash upon the participants’ retirement.

Stock grants were issued prior to February 2000 as an incentive plan for certain key employees, with varying vesting periods. Effective August 2, 2006, all remaining stock grants will be settled with the Company’s Class A common shares rather than cash.

Compensation Expense

Share-based compensation expense is included in selling and administrative expenses. The following table summarizes the expenses recognized for the three and six months ended June 30:

	Three months ended June 30,				Six months ended June 30,
In millions	2007		2006		2007		2006
Stock options	$	4.3	$	3.4	$	15.7	$	11.6
SARs		0.1		2.7		0.5		6.0
Performance shares		1.6		4.6		5.8		9.1
Deferred compensation		1.5		2.7		2.5		5.7
Other		-		0.4		0.2		0.8
Pre-tax expense		7.5		13.8		24.7		33.2
Tax benefit		2.9		5.3		9.4		12.7
After tax expense	$	4.6	$	8.5	$	15.3	$	20.5

In August 2006, the Company entered into two total return swaps (the Swaps) which are derivative instruments used to hedge the Company's exposure to changes in its share-based compensation expense. The aggregate notional amount of the Swaps was approximately $52.6 million. On June 11, 2007, the Company terminated a portion of the Swaps for net cash proceeds of $3.8 million. As a result of this termination the Swaps aggregate notional value was approximately $41.3 million. As of June 30, 2007 the aggregate fair value of the Swaps was $18.9 million. The Company settled the remaining portion of the Swaps in the third quarter of 2007. For the six months ended June 30, 2007, the Company recorded income of $16.8 million within selling and administrative expenses, associated with the change in fair value of the swaps during the period.

Note 8 – Income Taxes

Effective January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement 109” (FIN 48), which prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on the recognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. As a result of adopting FIN 48, the company recorded additional liabilities, to its previously established reserves, and a corresponding decrease in retained earnings of $145.6 million.

The Company has total unrecognized tax benefits of $457.0 million as of January 1, 2007. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate are $394.9 million as of January 1, 2007.

The Company records interest and penalties associated with the uncertain tax positions within its provision for income taxes on its income statement. As of January 1, 2007, the Company had reserves totaling $88.0 million associated with interest and penalties, net of tax. For the three and six months ended June 30, 2007, the Company recognized $4.9 million and $7.8 million, respectively, in interest and penalties net of tax related to these uncertain tax positions.

The provision for income taxes involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which the Company operates. Future changes in applicable laws, projected levels of taxable income and tax planning could change the effective tax rate and tax balances recorded by the Company. In addition, U.S. and non-U.S. tax authorities periodically review income tax returns filed by the Company and can raise issues regarding its filing positions, timing and amount of income or deductions, and the allocation of income among the jurisdictions in which the Company operates. A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. In the normal course of business the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Germany, Italy, the Netherlands and the United States. In general, the examination of the Company’s material tax returns is completed for the years prior to 2000.

The IRS has completed the examination of the Company’s federal income tax returns through the 2000 tax year and has issued a notice proposing adjustments. The principle proposed adjustment relates to the disallowance of certain capital losses. The Company disputes the IRS position and protests have been filed with the IRS Appeals Division. In order to reduce the potential interest expense, the Company expects to make a payment in the third quarter 2007 of approximately $200 million with respect to this matter, which will reduce the Company’s total unrecognized tax position by $140 million.

On July 20, 2007, the Company and its consolidated subsidiaries received a notice from the Internal Revenue Service (IRS) containing proposed adjustments to the Company’s tax filings in connection with an audit of the 2001 and 2002 tax years. The IRS did not contest the validity of the Company’s reincorporation in Bermuda. The most significant adjustments proposed by the IRS involve treating the intercompany debt incurred in connection with the Company’s reincorporation in Bermuda as equity. As a result of this recharacterization, the IRS has disallowed the deduction of interest paid on the debt and imposed dividend withholding taxes on the payments denominated as interest. These adjustments proposed by the IRS, if upheld in their entirety, would result in additional taxes with respect to 2002 of approximately $190 million plus interest, and would require the Company to record additional charges associated with this matter. At this time, the IRS has not yet begun their examination of the Company’s tax filings for years subsequent to 2002. However, if these adjustments or a portion of these adjustments proposed by the IRS are ultimately sustained, it is likely to also affect subsequent tax years.

The Company strongly disagrees with the view of the IRS and intends to vigorously contest these proposed adjustments. The Company, in consultation with its outside advisors, carefully considered many factors in determining the terms of the intercompany debt including the obligor’s ability to service the debt and the availability of equivalent financing from unrelated parties, two factors prominently cited by the IRS in denying debt treatment. The Company believes that its characterization of that obligation as debt for tax purposes was supported by the relevant facts and legal authorities at the time of its creation. The subsequent financial results of the relevant companies, including the actual cash flow generated by operations and the production of significant additional cash flow from dispositions have confirmed the ability to service this debt. Although the outcome of this matter cannot be predicted with certainty, based upon an analysis of the strength of its position, the Company believes that it is adequately reserved for this matter. As the Company moves forward to resolve this matter with the IRS, it is reasonably possible that the reserves established may be adjusted within the next 12 months. However, the Company does not expect that the ultimate resolution will have a material adverse impact on its future results of operations or financial position.

The Company believes that it has adequately provided for any reasonably foreseeable resolution of any tax disputes, but will adjust its reserves if events so dictate in accordance with FIN 48. To the extent that the ultimate results differ from the original or adjusted estimates of the Company, the effect will be recorded in the provision for income taxes.

Note 9 – Comprehensive Income

The components of comprehensive income for the three and six months ended June 30, were as follows:

	Three months ended June 30,						Six months ended June 30,
In millions	2007			2006			2007			2006
Net earnings	$	964.1		$	313.5		$	1,181.6		$	566.7
Other comprehensive income (loss):
Foreign currency translation adjustment		32.2			82.5			67.8			135.7
Change in fair value of derivatives qualifying as cash flow hedges, net of tax		(5.8	)		(3.1	)		(5.9	)		(7.2	)
Unrealized gain (loss) on marketable securities, net of tax		0.8			0.4			0.3			0.3
Pension and other postretirement benefits liability adjustment, net of tax		135.3			-			142.2			-
Comprehensive income	$	1,126.6		$	393.3		$	1,386.0		$	695.5

Note 10–Weighted-Average Common Shares

Basic earnings per share is computed by dividing net earnings by the weighted-average number of Class A common shares outstanding. Diluted earnings per share is computed by dividing net earnings by the weighted-average number of Class A common shares outstanding as well as potentially dilutive common shares, which in the Company’s case, includes shares issuable under share-based compensation plans. The following table details the weighted-average number of Class A common shares outstanding for basic and diluted earnings per share calculations:

	Three months ended June 30,				Six months ended June 30,
In millions	2007		2006		2007		2006
Weighted-average number of basic shares		299.9		327.1		303.1		327.9
Shares issuable under incentive stock plans		4.4		3.7		3.9		3.6
Weighted-average number of diluted shares		304.3		330.8		307.0		331.5
Anti-dilutive shares		2.6		2.3		2.0		-

Note 11 – Commitments and Contingencies

The Company is involved in various litigations, claims and administrative proceedings, including environmental and product liability matters. 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 the liability which may result from these legal matters would not have a material adverse effect on the financial condition, results of operations, liquidity or cash flows of the Company.

Environmental remediation costs are determined on a site-by-site basis and accruals are made when it is probable a liability exists and the cost can be reasonably estimated. The Company estimates the amount of recurring and non-recurring costs at each site using internal and external experts. In arriving at cost estimates the following factors are considered: the type of contaminant, the stage of the clean up, applicable law and existing technology. These estimates, and the resultant accruals, are reviewed and updated quarterly to reflect changes in facts and law. The Company does not discount its liability or assume any insurance recoveries when environmental liabilities are recorded.

Certain wholly owned subsidiaries of the Company are named as defendants in asbestos-related lawsuits in state and federal courts. In virtually all of the suits, a large number of other companies have also been named as defendants. The vast majority of those claims has been filed against Ingersoll-Rand Company (IR-New Jersey), and generally allege injury caused by exposure to asbestos contained in certain of IR-New Jersey’s products. Although IR-New Jersey was neither a producer nor a manufacturer of asbestos, some of its formerly manufactured products utilized asbestos-containing components, such as gaskets purchased from third-party suppliers.

All asbestos-related claims resolved to date have been dismissed or settled. For the three and six month periods ended June 30, 2007, total costs for settlement and defense of asbestos claims after insurance recoveries and net of tax were approximately $8 million and $20 million, respectively. With the assistance of independent advisors, the Company performs a thorough analysis, updated periodically, of its actual and anticipated future asbestos liabilities projected seven years in the future. Based upon such analysis, the Company believes that its reserves and insurance are adequate to cover its asbestos liabilities.

In connection with the disposition of certain businesses and facilities the Company has indemnified the purchasers for the expected cost of remediation of environmental contamination, if any, existing on the date of disposition. Such expected costs are accrued when environmental assessments are made or remedial efforts are probable and the costs can be reasonably estimated.

As previously reported, on November 10, 2004, the Securities and Exchange Commission (SEC) issued an Order directing that a number of public companies, including the Company, provide information relating to their participation in transactions under the United Nations’ Oil for Food Program. Upon receipt of the Order, the Company undertook a thorough review of its participation in the Program, provided the SEC with information responsive to the Order and provided additional information requested by the SEC. During a March 27, 2007 meeting with the SEC, at which a representative of the Department of Justice (DOJ) was also present, the Company began discussions concerning the resolution of this matter with both the SEC and DOJ. These discussions are ongoing and the Company will continue to cooperate fully with the SEC and DOJ in this matter. In addition, on July 10, 2007, representatives of the Italian Guardia di Finanza (Financial Police) requested documents from Ingersoll-Rand Italiana S.p.A pertaining to certain Oil For Food transactions undertaken by that subsidiary of the Company. Such transactions have previously been reported to the SEC and DOJ, and the Company will continue to cooperate fully with the Italian authorities in this matter.

The Company sells products on a continuous basis under various arrangements through institutions that provide leasing and product financing alternatives to retail and wholesale customers. Under these arrangements, the Company is contingently liable for loan guarantees and residual values of equipment of approximately $25.5 million, including consideration of ultimate net loss provisions. The risk of loss to the Company is minimal, and historically, only immaterial losses have been incurred related to these arrangements since the fair value of the underlying equipment that serves as collateral is generally in excess of the contingent liability. Management believes these guarantees will not adversely affect the condensed consolidated financial statements.

The Company remains contingently liable for approximately $13.8 million relating to performance bonds associated with prior sale of products of Ingersoll-Dresser Pump Company (IDP), which the Company divested in 2000. The acquirer of IDP is the primary obligor under these performance bonds. However, should the acquirer default under these arrangements, the Company would be required to satisfy these financial obligations. The obligation extends through 2008.

The following table represents the changes in the product warranty liability for the six months ended June 30, respectively:

In millions	2007			2006
Balance at beginning of period	$	137.1		$	135.2
Reductions for payments		(35.6	)		(33.3	)
Accruals for warranties issued during the period		42.8			35.7
Changes to accruals related to preexisting warranties		(1.0	)		(0.2	)
Acquisitions		0.1			0.1
Translation		1.5			2.4
Balance at end of period	$	144.9		$	139.9

Note 12 –Business Segment Information

The Company classifies its business into three reportable segments based on industry and market focus: Climate Control Technologies, Industrial Technologies and Security Technologies.

As discussed in Note 1, the Company realigned its operating and reporting segments. The Company’s Bobcat, Utility Equipment, Attachments and Road Development business units are now being reported as discontinued operations. The Company’s Club Car business unit is now included in the Industrial Technologies segment. Prior year results have been reclassified to conform to this change. A summary of operations by reportable segment is as follows:

	Three months ended June 30,						Six months ended June 30,
In millions	2007			2006			2007			2006
Net revenues
Climate Control Technologies	$	846.0		$	798.0		$	1,574.9		$	1,481.6
Industrial Technologies		749.9			667.1			1,417.6			1,263.4
Security Technologies		628.7			582.9			1,208.3			1,107.7
Total	$	2,224.6		$	2,048.0		$	4,200.8		$	3,852.7

Operating income
Climate Control Technologies	$	99.8		$	88.4		$	169.2		$	157.6
Industrial Technologies		109.3			95.5			200.9			177.2
Security Technologies		108.3			98.0			199.0			177.6
Unallocated corporate expense		(43.3	)		(29.4	)		(86.4	)		(62.0	)
Total	$	274.1		$	252.5		$	482.7		$	450.4

Long-lived assets by geographic area for the periods ended June 30, 2007 and December 31, 2006 were as follows:

	June 30,		December 31,
In millions	2007		2006
United States	$	535.9	$	502.8
Non-U.S.		878.8		911.9
Total	$	1,414.7	$	1,414.7

Note 13 – IR-New Jersey

IR-Limited has guaranteed all of the issued public debt securities of IR-New Jersey. The subsidiary issuer, IR-New Jersey, is 100% owned by the parent, IR-Limited; the guarantees are full and unconditional, and no other subsidiary of the Company guarantees the securities. The following condensed consolidated financial information for IR-Limited, IR-New Jersey, and all their other subsidiaries is included so that separate financial statements of IR-New Jersey are not required to be filed with the SEC.

The condensed consolidating financial statements present IR-Limited and IR-New Jersey investments in their subsidiaries using the equity method of accounting. Inter-company investments in the non-voting Class B common shares are accounted for on the cost method and are reduced by inter-company dividends.

Condensed Consolidating Income Statement

For the three months ended June 30, 2007

In millions	IR Limited			IR New Jersey			Other Subsidiaries			Consolidating Adjustments			IR Limited Consolidated
Net revenues	$	-		$	236.1		$	1,988.5		$	-		$	2,224.6
Cost of goods sold		-			162.2			1,427.5			-			1,589.7
Selling and administrative expenses		4.5			77.9			278.4			-			360.8
Operating income		(4.5	)		(4.0	)		282.6			-			274.1
Equity earnings in affiliates (net of tax)		993.2			107.3			347.3			(1,447.8	)		-
Interest expense		(6.6	)		(17.8	)		(6.4	)		-			(30.8	)
Intercompany interest and fees		(15.2	)		(117.5	)		132.7			-			-
Other income (expense), net		(2.8	)		23.4			(12.0	)		-			8.6
Earnings (loss) before income taxes		964.1			(8.6	)		744.2			(1,447.8	)		251.9
(Benefit) provision for income taxes		-			(24.4	)		68.3			-			43.9
Earnings (loss) from continuing operations		964.1			15.8			675.9			(1,447.8	)		208.0
Discontinued operations, net of tax		-			331.5			424.6			-			756.1
Net earnings (loss)	$	964.1		$	347.3		$	1,100.5		$	(1,447.8	)	$	964.1

Condensed Consolidating Income Statement

For the six months ended June 30, 2007

In millions	IR Limited			IR New Jersey			Other Subsidiaries			Consolidating Adjustments			IR Limited Consolidated
Net revenues	$	-		$	459.0		$	3,741.8		$	-		$	4,200.8
Cost of goods sold		-			320.0			2,685.6			-			3,005.6
Selling and administrative expenses		16.0			161.9			534.6			-			712.5
Operating income		(16.0	)		(22.9	)		521.6			-			482.7
Equity earnings in affiliates (net of tax)		1,243.1			222.8			348.8			(1,814.7	)		-
Interest expense		(17.6	)		(35.0	)		(13.9	)		-			(66.5	)
Intercompany interest and fees		(25.4	)		(236.1	)		261.5			-			-
Other income (expense), net		(2.5	)		23.0			(12.0	)		-			8.5
Earnings (loss) before income taxes		1,181.6			(48.2	)		1,106.0			(1,814.7	)		424.7
(Benefit) provision for income taxes		-			(69.1	)		129.2			-			60.1
Earnings (loss) from continuing operations		1,181.6			20.9			976.8			(1,814.7	)		364.6
Discontinued operations, net of tax		-			327.9			489.1			-			817.0
Net earnings (loss)	$	1,181.6		$	348.8		$	1,465.9		$	(1,814.7	)	$	1,181.6

Condensed Consolidating Income Statement

For the three months ended June 30, 2006

In millions	IR Limited			IR New Jersey			Other Subsidiaries			Consolidating Adjustments			IR Limited Consolidated
Net revenues	$	-		$	233.8		$	1,814.2		$	-		$	2,048.0
Cost of goods sold		-			165.6			1,297.5			-			1,463.1
Selling and administrative expenses		3.4			66.4			262.6			-			332.4
Operating income		(3.4	)		1.8			254.1			-			252.5
Equity earnings in affiliates (net of tax)		329.5			169.5			10.9			(509.9	)		-
Interest expense		(4.6	)		(20.1	)		(6.1	)		-			(30.8	)
Intercompany interest and fees		(7.2	)		(235.5	)		242.7			-			-
Other income (expense), net		(0.8	)		23.5			(28.9	)		-			(6.2	)
Earnings (loss) before income taxes		313.5			(60.8	)		472.7			(509.9	)		215.5
(Benefit) provision for income taxes		-			(62.6	)		81.0			-			18.4
Earnings (loss) from continuing operations		313.5			1.8			391.7			(509.9	)		197.1
Discontinued operations, net of tax		-			9.1			107.3			-			116.4
Net earnings (loss)	$	313.5		$	10.9		$	499.0		$	(509.9	)	$	313.5

Condensed Consolidating Income Statement

For the six months ended June 30, 2006

In millions	IR Limited			IR New Jersey			Other Subsidiaries			Consolidating Adjustments			IR Limited Consolidated
Net revenues	$	-		$	453.8		$	3,398.9		$	-		$	3,852.7
Cost of goods sold		-			330.8			2,433.0			-			2,763.8
Selling and administrative expenses		11.6			133.8			493.1			-			638.5
Operating income		(11.6	)		(10.8	)		472.8			-			450.4
Equity earnings in affiliates (net of tax)		605.9			318.0			58.2			(982.1	)		-
Interest expense		(8.4	)		(45.6	)		(12.0	)		-			(66.0	)
Intercompany interest and fees		(18.6	)		(355.7	)		374.3			-			-
Other income (expense), net		(0.6	)		23.0			(22.3	)		-			0.1
Earnings (loss) before income taxes		566.7			(71.1	)		871.0			(982.1	)		384.5
(Benefit) provision for income taxes		-			(116.2	)		146.1			-			29.9
Earnings (loss) from continuing operations		566.7			45.1			724.9			(982.1	)		354.6
Discontinued operations, net of tax		-			13.1			199.0			-			212.1
Net earnings (loss)	$	566.7		$	58.2		$	923.9		$	(982.1	)	$	566.7

Condensed Consolidating Balance Sheet

June 30, 2007

In millions	IR Limited		IR New Jersey		Other Subsidiaries		Consolidating Adjustments			IR Limited Consolidated
Current assets:
Cash and cash equivalents	$	5.9	$	173.8	$	280.5	$	-		$	460.2
Marketable securities		-		-		0.7		-			0.7
Accounts and notes receivable, net		1.8		219.2		1,423.0		-			1,644.0
Inventories, net		-		114.6		804.7		-			919.3
Prepaid expenses and deferred income taxes		-		479.9		29.7		-			509.6
Assets held for sale		-		238.0		1,892.6		-			2,130.6
Accounts and notes receivable affiliates		550.9		3,107.9		27,384.3		(31,043.1	)		-
Total current assets		558.6		4,333.4		31,815.5		(31,043.1	)		5,664.4

Investment in affiliates		7,706.3		11,946.2		30,905.6		(50,558.1	)		-
Property, plant and equipment, net		-		164.4		708.9		-			873.3
Intangible assets, net		-		79.1		4,505.4		-			4,584.5
Other assets		1.6		1,223.8		58.7		-			1,284.1
Total assets	$	8,266.5	$	17,746.9	$	67,994.1	$	(81,601.2	)	$	12,406.3

Current liabilities:
Accounts payable and accruals	$	6.5	$	207.6	$	1,438.3	$	-		$	1,652.4
Current maturities of long-term debt