UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
x
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31, 2007
Or
o
|
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
transition period from to____
Commission
File No. 1-985
A.
Full
title of the plan and address of the plan, if different from that of the issuer
named below:
THERMO
KING DE PUERTO RICO, INC. RETIREMENT SAVINGS PLAN
(Full
title of the plan)
B.
Name
of
the issuer of the securities held pursuant to the plan and the address of its
principal executive office:
INGERSOLL-RAND
COMPANY LIMITED
Clarendon
House
2
Church Street
Hamilton
HM 11, Bermuda
Thermo
King de Puerto Rico, Inc. Retirement Savings Plan
Index
December
31, 2007 and 2006
|
Page
(s)
|
|
|
Report
of Independent Registered Public Accounting Firm
|
1
|
|
|
Financial
Statements
|
|
|
|
Statements
of Assets Available for Benefits as of December 31, 2007 and
2006
|
2
|
|
|
Statement
of Changes in Assets Available for Benefits for the year
ended
|
|
December
31, 2007
|
3
|
|
|
Notes
to Financial Statements
|
4
-
8
|
|
|
Supplemental
Schedule
|
|
|
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year) as
of
|
|
December
31, 2007
|
9
|
Note: |
Other
schedules required by Section 2520.103-10 of the Department of
Labor’s
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Securities Act of 1974 have been omitted because
they
are not applicable.
|
Report
of Independent Registered Public Accounting Firm
To
the
Participants and Administrator of
Thermo
King de Puerto Rico, Inc. Retirement Savings Plan
In
our
opinion, the accompanying statements of assets available for benefits and the
related statement of changes in assets available for benefits present fairly,
in
all material respects, the assets available for benefits of Thermo King de
Puerto Rico, Inc. Retirement Savings Plan (the “Plan”) at December 31, 2007 and
2006, and the changes in assets available for benefits for the year ended
December 31, 2007 in conformity with accounting principles generally accepted
in
the United States of America. These financial statements are the responsibility
of the Plan’s management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets
(Held
at End of Year) is presented for the purpose of additional analysis and is
not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor’s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan’s management. The
supplemental schedule has been subjected to the auditing procedures applied
in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers
LLP
San
Juan,
Puerto Rico
July
12,
2008
Certified
Public Accountants
(of
Puerto Rico)
License
No. 216 Expires Dec. 1, 2010
Stamp
2289174 of the P.R. Society of
Certified
Public
Accounts has been affixed to the
file
copy of this report.
Thermo
King de Puerto Rico, Inc. Retirement Savings Plan
Statements
of Assets Available for Benefits
December
31, 2007 and 2006
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Plan's
interest in Savings Plan Master Trust (Note 3), at fair
value
|
|
$
|
10,050,841
|
|
$
|
9,165,851
|
|
Participant
loans
|
|
|
1,305,963
|
|
|
1,192,555
|
|
Other
|
|
|
-
|
|
|
5,021
|
|
|
|
|
11,356,804
|
|
|
10,363,427
|
|
Receivables
|
|
|
|
|
|
|
|
Contributions
receivable from participants
|
|
|
45,916
|
|
|
95,384
|
|
Contributions
receivable from employer
|
|
|
31,423
|
|
|
65,637
|
|
Interest
and dividends receivable
|
|
|
-
|
|
|
27,209
|
|
|
|
|
77,339
|
|
|
188,230
|
|
Assets
available for benefits, at fair value
|
|
$
|
11,434,143
|
|
$
|
10,551,657
|
|
The
accompanying notes are an integral part of these financial
statements.
Thermo
King de Puerto Rico, Inc. Retirement Savings Plan
Statement
of Changes in Assets Available for Benefits
For
the Year Ended December 31, 2007
|
|
|
|
|
|
|
|
Additions
to assets attributed to
|
|
|
|
Plan's
interest in investment income of the
|
|
|
|
Savings
Plan Master Trust (Note 3)
|
|
$
|
650,111
|
|
|
|
|
|
|
Contributions
|
|
|
|
|
Employer
|
|
|
638,572
|
|
Participants
|
|
|
807,116
|
|
Rollovers
|
|
|
57,560
|
|
Total
additions
|
|
|
2,153,359
|
|
|
|
|
|
|
Deductions
from assets attributed to
|
|
|
|
|
Benefits
paid to participants
|
|
|
1,262,368
|
|
Administrative
expenses
|
|
|
8,505
|
|
Total
deductions
|
|
|
1,270,873
|
|
Net
additions during the year
|
|
|
882,486
|
|
|
|
|
|
|
Assets
available for benefits
|
|
|
|
|
Beginning
of year
|
|
|
10,551,657
|
|
End
of year
|
|
$
|
11,434,143
|
|
The
accompanying notes are an integral part of these financial
statements.
Thermo
King de Puerto Rico, Inc. Retirement Savings Plan
Notes
to Financial Statements
December
31, 2007 and 2006
The
following brief description of the Thermo King de Puerto Rico, Inc. Retirement
Savings Plan (the “Plan”) provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan’s
provisions.
General
The
Plan
is a defined contribution plan covering all full-time regular employees of
Thermo King de Puerto Rico, Inc. (the "Plan Sponsor" or the "Company"). The
plan
is subject to the provisions of the Employee Retirement Income Security Act
of
1974 ("ERISA").
Effective
January 1, 2006, plan participants may elect to contribute on a pre-tax basis
from 1% to 10% of their total compensation including bonuses. The participants
may also elect to contribute on an after-tax basis from 1% to 10% of their
total
compensation including bonuses as an additional supplementary contribution.
The
Company contributes an amount equal to 100% of the employee's contribution
within the Basic Allotment and not to exceed 6% of total compensation for a
participating employee. The participant's contribution cannot exceed the lesser
of 10% of eligible compensation and $8,000 for 2007 and 2006.
Participant
Accounts
Each
participant’s account is credited with the participant’s contribution and
allocation of (a) the Company’s contribution and (b) Plan earnings. 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
vested participant’s account. The net income of the Plan is credited to the
participants’ accounts on a daily basis.
Vesting
Participants
are entitled to the benefits that can be provided from their vested account.
Participants are immediately vested in their contributions and company match
plus actual earnings thereon, effective January 1, 2006.
Forfeitures
Forfeitures
apply only to the accounts of
participants who terminated prior to January 1, 2006. Forfeited
contributions are used to reduce future employer matching contributions. At
December 31, 2007 and 2006, forfeited non vested balances amounted to $4,157
and
$6,739, respectively. Forfeited non vested balances used to reduce employer
contribution for the years ended December 31, 2007 and 2006 amounted to $2,582
and $65,216, respectively.
Investment
Options
Upon
enrollment in the Plan, a participant may direct their contributions into
various investment options offered by the Plan. Participants may change their
investments option at any time.
Participant
Loans
Participants
may borrow from their fund accounts a minimum of $1,000 up to a maximum equal
to
the lesser of $50,000 or 50% of their total pre-tax vested account balance.
Loans bear interest at a fixed rate which is equal to the prime rate as quoted
by the Trustee on a monthly basis, plus 1%. Loan terms range from 1-5 years.
The
loans are secured by the balance in the participant’s account. Principal and
interest is paid through weekly payroll deductions.
Thermo
King de Puerto Rico, Inc. Retirement Savings Plan
Notes
to Financial Statements
December
31, 2007 and 2006
Payment
of Benefits
The
participants may, at their option, make withdrawals from the Plan, subject
to
certain limitations as to purpose and amount. In the case of an employee’s
termination because of death, the entire credit balance is paid to the person
or
persons legally entitled thereto. In case of termination because of any reasons
other than death, the participant is entitled to the vested
balance.
Plan
Expenses and Administration
Banco
Popular de Puerto Rico ("BPPR") serves as trustee for the Plan. Fidelity
Management Trust Company (“Fidelity”) is the Plan's recordkeeper and
custodian.
The
Plan
Sponsor is responsible for the general administration of the Plan and for
carrying out the provisions thereof. The Plan Sponsor has established a
committee to discharge the duties of the administrator under the Plan. They
have
authority, responsibility and control over the management of the assets of
the
Plan.
The
Plan
provides that substantially all trustee fees and administrative expenses
incurred in the management of the Plan are borne by the Plan Sponsor.
2.
|
Summary
of Significant Accounting
Policies
|
Basis
of Accounting
The
financial statements of the Plan are prepared using the accrual basis of
accounting. Accordingly, investment income is recognized when earned and
expenses are recognized when incurred.
Use
of Estimates in the Preparation of Financial Statements
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Investments
Valuation and Income Recognition
Plan
assets are part of the Savings Plan Master Trust, which provides unified
investment management. Fidelity invests Plan assets in various trust investment
options at the direction of Plan participants and as required by the Plan.
Separate participant accounts are maintained by investment option. These
accounts record contributions, withdrawals, transfers, earnings and changes
in
market value.
The
Plan's investments are stated at fair value. Shares of mutual funds are
valued at the net asset value of shares held by the Master Trust at year
end. Shares in the Ingersoll-Rand Company Limited Stock are valued based on
their quoted market prices.
The
Participant loans receivable represent the net outstanding receivable balance,
which approximates fair value, due to the Plan from those participants with
outstanding loan balances.
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.
Thermo
King de Puerto Rico, Inc. Retirement Savings Plan
Notes
to Financial Statements
December
31, 2007 and 2006
Investments
Valuation and Income Recognition (continued)
The
statements of changes in assets include unrealized appreciation and 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.
In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 157, "Fair Value Measurements" (SFAS 157).
The
standard defines fair value, outlines a framework for measuring fair value,
and
details the required disclosures about fair value measurements. The standard
is
effective for fiscal years beginning after November 15, 2007. Plan management
is
evaluating the impact of the adoption of SFAS 157 on future financial
statements.
Contributions
Participant
contributions and sponsors maturing contributions are recorded in the period
during which the Company makes payroll deductions from the Plan participants’
earnings.
Payment
of Benefits
Benefits
to participants are recorded when paid.
Transfer
of Assets from Other Plans
Employees
may transfer their savings from other plans qualified by the Puerto Rico
Treasury Department.
Reclassifications
Certain
reclassifications have been made to the periods presented in the financial
statements to conform to the current year presentation.
3.
|
Investment
in the Savings Plan Master
Trust
|
The
Plan’s investments are in the Savings Plan Master Trust which was established
for the investment of assets of the Plan and several other Ingersoll-Rand
Company sponsored retirement plans. The assets of the Savings Plan Master Trust
are held by Fidelity Management Trust Company (Trustee). Each participating
retirement plan has an undivided interest in the Savings Plan Master Trust.
The
Trustee maintains separate accounting of all contributions, benefit payments
and
expenses and allocates income earned and received by the Savings Plan Master
Trust on the basis of the adjusted value of each plan at year end. At December
31, 2007 and 2006, the Plan had an 0.86% and 0.66% participation, respectively,
in the Savings Plan Master Trust.
Thermo
King de Puerto Rico, Inc. Retirement Savings Plan
Notes
to Financial Statements
December
31, 2007 and 2006
|
|
2007
|
|
2006
|
|
Investments,
at fair value
|
|
|
|
|
|
Money
market portfolio
|
|
$
|
241,495,856
|
|
$
|
307,212,337
|
|
Mutual
funds
|
|
|
735,875,741
|
|
|
876,393,207
|
|
Self-directed
brokerage accounts
|
|
|
11,980,148
|
|
|
9,318,740
|
|
Ingersoll-Rand
Company limited stock fund
|
|
|
301,752,204
|
|
|
343,456,640
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
$
|
1,291,103,949
|
|
$
|
1,536,380,924
|
|
Participants
loan receivable
|
|
$
|
22,075,782
|
|
$
|
26,568,705
|
|
Net
realized and unrealized appreciation of investments and interest and dividend
income for the Savings Plan master Trust for the year ended December 31, 2007
are as follows:
Investment
income:
|
|
|
|
Net
appreciation in fair value of investments
|
|
|
|
Mutual
funds and self-directed brokerage accounts
|
|
$
|
8,789,891
|
Money
market portfolio
|
|
|
15,615,066
|
Ingersoll-Rand
Company Limited stock fund
|
|
|
66,458,246
|
|
|
|
90,863,203
|
Interest
and dividend income
|
|
|
64,942,446
|
Total
investment income
|
|
$
|
155,805,649
|
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 the Plan terminates, the
interest of each participating employee in the Plan shall be fully vested and
such termination shall not reduce the interest of any participating employee
or
their beneficiaries accrued under the Plan up to the date of such
termination.
The
Puerto Rico Treasury Department has determined and informed the Company by
a
letter, that the Plan and related trust are designed in accordance with
applicable sections of the Puerto Rico Internal Revenue Code. The effective
date
of this letter was January 1, 1998. The Plan has been amended since receiving
the determination letter. However, the plan administrator and the plan’s tax
counsel believe that the plan is currently designed and being operated in
compliance with the applicable requirements of the Puerto Rico Internal Revenue
Code. Therefore, no provision for income taxes has been included in the plan’s
financial statements.
Thermo
King de Puerto Rico, Inc. Retirement Savings Plan
Notes
to Financial Statements
December
31, 2007 and 2006
6.
|
Party-In-Interest
Transactions
|
Certain
Plan investments held in the Savings Plan Master Trust are shares of mutual
funds, common/collective trusts and short-term investments managed by Fidelity
and time deposits of Banco Popular de Puerto Rico, the Plan’s recordkeeper and
trustee, respectively. These transactions qualify as party-in-interest
transactions, but are not deemed prohibited transactions.
Certain
Savings Plan Master Trust investments are units of the Ingersoll-Rand Company
Limited Stock Fund. These transactions qualify as party-in-interest
transactions, but are not deemed prohibited transactions.
7.
|
Risk
and Uncertainties
|
The
Plan’s investments are exposed to various risks, such as interest rate, market
and credit risks. Due to the level of risk associated with certain investments
and the level of uncertainty related to changes in the values of investments,
it
is at least reasonably possible that changes in risks in the near term could
materially affect participants’ account balances and the amounts reported in the
statements of assets available for benefits and the statements of changes in
assets available for benefits. Individual participants’ accounts bear the risk
of loss resulting from fluctuations in fund values.
Thermo
King de Puerto Rico, Inc. Retirement Savings Plan
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
December
31, 2007
Plan Sponsor: |
Ingersoll Rand Company |
Employer Identification: |
25-1202929 |
Plan Number: |
077 |
|
|
|
Description
of investment,
|
|
|
|
|
|
|
|
|
including
maturity date,
|
|
|
|
|
|
|
|
Identity
of issue, borrower
|
rate
of interest, collateral
|
|
|
|
Current
|
|
|
|
lessor,
or similar party
|
par,
or maturity value
|
|
Cost
|
|
Value
|
|
(a) |
|
(b)
|
(c)
|
|
(d)
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan's
interest in Savings Plan
|
|
|
|
|
|
|
* |
|
Master
Trust, excluding
|
Master
Trust
|
|
|
|
|
|
|
|
participant
loans
|
0.86%
participation
|
|
**
|
|
$
|
10,050,841
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant
loans |
Due
01/01/08 - 12/30/13
|
|
|
|
|
|
|
|
|
|
5.0%
- 9.5%
|
|
**
|
|
|
1,305,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
INVESTMENTS HELD BY THE PLAN |
|
|
|
|
$
|
11,356,804
|
|
*
|
Includes
assets which represent permitted party-in-interest transactions to
the
Plan.
|
** |
Cost
information is not required for participant directed investments
and is
therefore omitted.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
THERMO
KING DE PUERTO RICO, INC. RETIREMENT SAVINGS
PLAN
|
|
|
Dated: July
12, 2008 |
By: |
/s/
Joanne
Maughan |
|
Name: |
Joanne
Maughan |
|
Title: |
Benefits Administration
Committee |
EXHIBIT
INDEX
Exhibit No. |
Description |
|
|
23 |
Consent of of Independent Registered
Public
Accounting Firm Filed Herewith |