Edgar Filing: INGERSOLL RAND CO LTD

Unassociated Document

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 March 31, 2008

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		(I.R.S. Employer
incorporation or organization)		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 Smaller reporting company 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 May 2, 2008 was 272,885,519.

INGERSOLL-RAND COMPANY LIMITED

FORM 10-Q

INDEX

PART I	FINANCIAL INFORMATION

	Item 1	-	Financial Statements

			Condensed Consolidated Income Statement for the three months ended March 31, 2008	1

			Condensed Consolidated Balance Sheet at March 31, 2008 and December 31, 2007	2

			Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2008 and 2007	3

			Notes to Condensed Consolidated Financial Statements	4

	Item 2	-	Management's Discussion and Analysis of Financial Condition and Results of Operations	28

	Item 3	-	Quantitative and Qualitative Disclosures about Market Risk	44

	Item 4	-	Controls and Procedures	44

PART II	OTHER INFORMATION

	Item 1	-	Legal Proceedings	44

	Item 1A	-	Risk Factors	44

	Item 2	-	Unregistered Sales of Equity Securities and Use of Proceeds	44

	Item 6	-	Exhibits	45

SIGNATURES				46

CERTIFICATIONS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INGERSOLL-RAND COMPANY LIMITED

CONDENSED CONSOLIDATED INCOME STATEMENT

(Unaudited)

	Three months ended
	March 31,
In millions, except per share amounts	2008			2007
Net revenues	$	2,163.3		$	1,976.2
Cost of goods sold		(1,540.9	)		(1,416.0	)
Selling and administrative expenses		(375.4	)		(351.6	)
Operating income		247.0			208.6
Interest expense		(27.5	)		(35.6	)
Other, net		39.4			(0.1	)
Earnings before income taxes		258.9			172.9
Provision for income taxes		(47.2	)		(16.3	)
Earnings from continuing operations		211.7			156.6
Discontinued operations, net of tax		(30.1	)		60.9
Net earnings	$	181.6		$	217.5

Basic earnings per common share:
Continuing operations	$	0.77		$	0.51
Discontinued operations		(0.11	)		0.20
Net earnings	$	0.66		$	0.71

Diluted earnings per common share:
Continuing operations	$	0.77		$	0.50
Discontinued operations		(0.11	)		0.20
Net earnings	$	0.66		$	0.70

Dividends per common share	$	0.18		$	0.18

See accompanying notes to condensed consolidated financial statements.

INGERSOLL-RAND COMPANY LIMITED

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

	March 31,		December 31,
In millions	2008		2007
ASSETS
Current assets:
Cash and cash equivalents	$	4,068.3	$	4,735.3
Accounts and notes receivable, less allowance of $12.4 in 2008 and $12.2 in 2007		1,716.6		1,660.7
Inventories		909.0		827.2
Other current assets		463.2		477.5
Total current assets		7,157.1		7,700.7

Property, plant and equipment, net		935.3		904.9
Goodwill		4,110.9		3,993.3
Intangible assets, net		740.3		724.6
Other noncurrent assets		1,108.5		1,052.7
Total assets	$	14,052.1	$	14,376.2

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	768.1	$	721.2
Accrued compensation and benefits		260.8		338.9
Accrued expenses and other current liabilities		719.6		1,434.6
Short-term borrowings and current maturities of long-term debt		750.0		741.0
Total current liabilities		2,498.5		3,235.7

Long-term debt		712.7		712.7
Postemployment and other benefit liabilities		937.1		941.9
Other noncurrent liabilities		1,488.4		1,480.5
Minority interests		96.8		97.5

Shareholders' equity:
Class A common shares		272.8		272.6
Capital in excess of par value		36.6		-
Retained earnings		7,521.3		7,388.8
Accumulated other comprehensive income (loss)		487.9		246.5
Total shareholders' equity		8,318.6		7,907.9
Total liabilities and shareholders' equity	$	14,052.1	$	14,376.2

See accompanying notes to condensed consolidated financial statements.

INGERSOLL-RAND COMPANY LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Three months ended March 31,
In millions	2008			2007
Cash flows from operating activities:
Net earnings	$	181.6		$	217.5
(Income) loss from discontinued operations, net of tax		30.1			(60.9	)
Adjustments to arrive at net cash provided by (used in) operating activities:
Depreciation and amortization		38.1			36.0
Stock settled share-based compensation		14.0			11.9
Changes in other assets and liabilities, net		(944.0	)		(132.6	)
Other, net		5.5			7.6
Net cash provided by (used in) continuing operating activities		(674.7	)		79.5
Net cash provided by (used in) discontinued operating activities		(11.0	)		(33.8	)
Cash flows from investing activities:
Capital expenditures		(37.4	)		(29.5	)
Proceeds from sale of property, plant and equipment		2.1			1.9
Acquisitions, net of cash acquired		(30.3	)		(3.6	)
Proceeds from business dispositions, net of cash		8.5			-
Other, net		5.1			-
Net cash provided by (used in) continuing investing activities		(52.0	)		(31.2	)
Net cash provided by (used in) discontinued investing activities		-			(26.1	)
Cash flows from financing activities:
Increase in short-term borrowings		7.2			104.1
Payments of long-term debt		(0.8	)		(1.9	)
Net change in debt		6.4			102.2
Dividends paid		(49.1	)		(55.3	)
Proceeds from exercise of stock options		4.2			44.7
Repurchase of common shares by subsidiary		-			(133.6	)
Other, net		25.8			-
Net cash provided by (used in) continuing financing activities		(12.7	)		(42.0	)
Net cash provided by (used in) discontinued financing activities		-			-
Effect of exchange rate changes on cash and cash equivalents		83.4			2.4
Net increase (decrease) in cash and cash equivalents		(667.0	)		(51.2	)
Cash and cash equivalents - beginning of period		4,735.3			355.8
Cash and cash equivalents - end of period	$	4,068.3		$	304.6

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 March 31, 2008, and results of operations and cash flows for the three months ended March 31, 2008 and 2007.

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) Annual Report on Form 10-K for the year ended December 31, 2007.

As a result of the divestitures of the Road Development, Bobcat, Utility Equipment and Attachments business units during 2007, the Company realigned its operating and reporting segments to better reflect its market focus. In addition, the results of operations and cash flows of all divested businesses have been separately reported as discontinued operations for all periods presented.

Note 2– Announced Acquisition of Trane Inc.

On December 17, 2007, the Company announced that it had executed a definitive agreement to acquire Trane Inc., (Trane), formerly American Standard Companies Inc., in a transaction currently valued at approximately $9.5 billion. Trane is a global leader in indoor climate control systems, services and solutions with 2007 annual revenues of $7.45 billion. The transaction is expected to close in the second quarter of 2008 and is subject to approval by Trane shareholders, regulatory approvals and contractual closing conditions. There can be no assurances that the acquisition will be consummated.

In connection with the proposed Trane acquisition, each share of Trane’s common stock (which approximated 195 million at December 31, 2007) will be exchanged for a combination of (i) 0.23 of an Ingersoll Rand Class A common share and (ii) $36.50 in cash, without interest. The Company intends to use a combination of cash on hand and debt financing in order to pay for the cash portion of the consideration. The Company has secured commitments from JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Credit Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA and Goldman Sachs Credit Partners L.P. to provide up to $3.9 billion in financing through a 364-day senior unsecured bridge facility. If unused, the debt commitments will expire on September 30, 2008.

Note 3 – Divestitures and Discontinued Operations

The components of discontinued operations for the three months ended March 31 are as follows:

In millions	2008			2007
Revenues	$	9.6		$	859.6

Pre-tax earnings (loss) from operations		(11.2	)		81.9
Pre-tax gain (loss) on sale		(4.1	)		0.1
Tax expense		(14.8	)		(21.1	)
Discontinued operations, net	$	(30.1	)	$	60.9

Discontinued operations by business for the three months ended March 31 are as follows:

In millions	2008			2007
Compact Equipment, net of tax	$	(24.4	)	$	60.5
Road Development, net of tax		-			15.9
Other discontinued operations, net of tax		(5.7	)		(15.5	)
Total discontinued operations, net of tax	$	(30.1	)	$	60.9

Compact Equipment Divestiture

On July 29, 2007, the Company agreed to sell its Bobcat, Utility Equipment and Attachments business units (collectively, Compact Equipment) to Doosan Infracore for gross proceeds of approximately $4.9 billion. The sale was completed on November 30, 2007. The purchase price is subject to post-closing adjustments which could result in a favorable or unfavorable adjustment to the gain on sale when ultimately resolved.

Compact Equipment 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. The Company has accounted for Compact Equipment as discontinued operations for all periods presented in accordance with Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144).

Net revenues and after-tax earnings of Compact Equipment for the three months ended March 31 are as follows:

In millions	2008			2007
Net revenues	$	9.6		$	692.5

After-tax earnings from operations		0.4			60.5
Loss on sale, net of tax of $20.7		(24.8	)		-
Total discontinued operations, net of tax	$	(24.4	)	$	60.5

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 purchase price is subject to post-closing adjustments which could result in a favorable or unfavorable adjustment to the gain on sale when ultimately resolved.

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 for all periods presented in accordance with SFAS 144.

Net revenues and after-tax earnings of the Road Development business unit for the three months ended March 31 are as follows:

In millions	2008		2007
Net revenues	$	-	$	167.1

After-tax earnings from operations		-		15.9
Total discontinued operations, net of tax	$	-	$	15.9

Other Discontinued Operations

The Company also has retained costs from previously sold businesses that mainly include costs related to postretirement benefits, product liability and legal costs (mostly asbestos-related). The components of other discontinued operations for the three months ended March 31 are as follows:

In millions	2008			2007
Retained costs, net of tax	$	(5.7	)	$	(15.6	)
Net gain on disposals, net of tax		-			0.1
Total discontinued operations, net of tax	$	(5.7	)	$	(15.5	)

Retained costs, net of tax for the three months ended March 31, 2008 includes $6.5 million of after-tax costs related to an adverse verdict in a product liability lawsuit associated with a previously divested business.

Note 4– Inventories

Depending on the business, U.S. inventories are stated at the lower of cost or market using the last-in, first-out (LIFO) method or the lower of cost or market using the first-in, first-out (FIFO) method. Non-U.S. inventories are primarily stated at the lower of cost or market using the FIFO method.

The major classes of inventory are as follows:

	March 31,			December 31,
In millions	2008			2007
Raw materials	$	338.2		$	323.2
Work-in-process		180.8			163.4
Finished goods		476.9			424.9
		995.9			911.5
LIFO reserve		(86.9	)		(84.3	)
Total	$	909.0		$	827.2

Note 5 – Goodwill

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

	Climate
	Control		Industrial		Security
In millions	Technologies		Technologies		Technologies		Total
Balance at December 31, 2007	$	2,613.8	$	371.9	$	1,007.6	$	3,993.3
Acquisitions and adjustments*		-		1.9		24.2		26.1
Translation		45.3		6.4		39.8		91.5
Balance at March 31, 2008	$	2,659.1	$	380.2	$	1,071.6	$	4,110.9

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

The Company initially records as 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, adjustments may be recorded.

Note 6 – Intangible Assets

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

	March 31, 2008				December 31, 2007
	Gross		Accumulated		Gross		Accumulated
In millions	amount		amortization		amount		amortization
Customer relationships	$	510.8	$	92.1	$	502.4	$	87.4
Trademarks		122.0		17.7		114.5		15.6
Patents		39.3		22.4		38.2		21.2
Other		59.7		31.7		53.4		29.0
Total amortizable intangible assets		731.8		163.9		708.5		153.2
Indefinite-lived intangible assets		172.4		-		169.3		-
Total	$	904.2	$	163.9	$	877.8	$	153.2

Intangible asset amortization expense was $6.8 million and $6.1 million for the three months ended March 31, 2008 and 2007, respectively. Estimated amortization expense on existing intangible assets is approximately $30 million for each of the next five fiscal years.

Note 7 – Pension Plans

The Company has noncontributory pension plans covering 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 final average pay formula and for U.S. collectively bargained employees 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 months ended March 31 are as follows:

In millions	2008			2007
Service cost	$	11.4		$	14.9
Interest cost		38.5			41.5
Expected return on plan assets		(49.1	)		(58.2	)
Net amortization of:
Prior service costs		2.1			2.4
Transition amount		0.2			0.2
Plan net actuarial losses		2.4			4.6
Net periodic pension benefit cost		5.5			5.4
Net curtailment and settlement (gains) losses		1.3			-
Net periodic pension benefit cost after net curtailment and settlement (gains) losses	$	6.8		$	5.4

Amounts recorded in continuing operations	$	10.5		$	8.3
Amounts recorded in discontinued operations		(3.7	)		(2.9	)
Total	$	6.8		$	5.4

The Company made employer contributions of $6.8 million and $7.9 million to its pension plans during the three months ended March 31, 2008 and 2007, respectively.

The curtailment and settlement losses in 2008 are associated with lump sum distributions under supplemental benefit plans for officers and other key employees.

Note 8 – 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 benefit cost for the three months ended March 31 are as follows:

In millions	2008			2007
Service cost	$	1.0		$	3.2
Interest cost		9.5			14.1
Net amortization of prior service gains		(0.9	)		(1.1	)
Net amortization of net actuarial losses		3.7			4.9
Net periodic postretirement benefit cost	$	13.3		$	21.1

Amounts recorded in continuing operations	$	5.9		$	6.8
Amounts recorded in discontinued operations		7.4			14.3
Total	$	13.3		$	21.1

Note 9– Comprehensive Income

The components of comprehensive income for the three months ended March 31 are as follows:

In millions	2008			2007
Net earnings	$	181.6		$	217.5
Other comprehensive income (loss):
Foreign currency translation adjustment		231.2			35.5
Change in fair value of derivatives qualifying as cash flow hedges, net of tax		7.1			-
Unrealized gain (loss) on marketable securities, net of tax		(1.5	)		(0.5	)
Pension and other postretirement benefits liability adjustment, net of tax		4.6			6.9
Comprehensive income	$	423.0		$	259.4

Included in accumulated other comprehensive income is the estimated value of the Company’s currency and commodity hedges. At March 31, 2008 and 2007, the currency hedges had a projected gain of $2.0 million and a projected loss of $1.3 million, net of tax, respectively. At March 31, 2008, the commodity hedges had a projected gain of $1.0 million, net of tax. At March 31, 2007, the Company did not have commodity hedges as part of its hedge portfolio. Also included in other comprehensive income are projected losses of $8.3 million related to interest rate locks, all of which qualified as cash flow hedges. The amounts expected to be reclassified to earnings over the next twelve months for the currency hedges, commodity hedges and interest rate locks is $2.0 million, $1.0 million and $1.0 million, respectively. The actual amounts that will be reclassified to earnings may vary from this amount as a result of changes in market conditions. The projected fair value of all currency derivatives at March 31, 2008 and 2007 was a gain of $4.2 million and a loss of $0.1 million, respectively.

During the first quarter of 2008, the Company determined that four of its forecasted cash flow hedges were ineffective, as the underlying forecasted transactions were no longer considered probable of occurring. The Company dedesignated these hedges and recorded a gain of $0.3 million within Other, net.

Note 10 – Restructuring Activities

Restructuring charges recorded during the three months ended March 31, 2008 were as follows:

	Climate
	Control		Industrial		Security
In millions	Technologies		Technologies		Technologies		Total
Cost of goods sold	$	0.5	$	2.1	$	-	$	2.6
Selling and administrative		0.5		0.7		-		1.2
Total	$	1.0	$	2.8	$	-	$	3.8

The changes in the restructuring reserve were as follows:

	Climate
	Control			Industrial			Security
In millions	Technologies			Technologies			Technologies			Total
Balance at December 31, 2007	$	20.8		$	0.7		$	4.0		$	25.5
Additions		1.0			2.8			-			3.8
Cash and non-cash uses		(10.7	)		(2.2	)		(1.5	)		(14.4	)
Currency translation		1.1			-			0.3			1.4
Balance at March 31, 2008	$	12.2		$	1.3		$	2.8		$	16.3

During 2007, the Company initiated restructuring actions relating to ongoing cost reduction efforts across each of its sectors. These actions include both workforce reductions as well as the consolidation of manufacturing facilities.

Actions taken in the Climate Control Technologies sector include a rationalization of manufacturing facilities in the U.S., Europe and Asia that resulted in the closure of a U.S. plant, two European plants and a Japanese plant. Industrial Technologies consolidated a manufacturing process at a U.S. plant in addition to other administrative functions within the sector. Security Technologies conducted a consolidation of administrative functions throughout the European sales area.

As of March 31, 2008, the Company had $16.3 million accrued for the workforce reductions and consolidation of manufacturing facilities, of which a majority will be paid throughout the remainder of 2008.

Note 11– 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 10.6 million remains available for future incentive awards. The plan replaces the Incentive Stock Plan of 1998 which expired in May 2007.

Stock Options

The average fair value of the stock options granted for the three months ended March 31, 2008 and 2007 was estimated to be $10.79 per share and $11.06 per share, respectively, using the Black-Scholes option-pricing model. The following assumptions were used:

	2008			2007
Dividend yield		1.54	%		1.75	%
Volatility		31.50	%		26.10	%
Risk-free rate of return		2.75	%		4.71	%
Expected life		5.1 years			4.7 years

The fair value of each of the Company’s stock option awards is expensed on a straight-line basis over the required service period, which is generally the three-year vesting period of the options. However, for options granted to retirement eligible employees, the Company recognizes expense for the fair value of the options at the grant date. Expected volatility is based on the historical volatility from traded options on the Company’s stock. The risk-free rate of return 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 term of the award. Historical data is used to estimate forfeitures within the Company’s 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 three months ended March 31, 2008 was as follows:

	Shares			Weighted-		Aggregate		Weighted-
	subject			average		intrinsic		average
	to option			exercise price		value (millions)		remaining life
December 31, 2007		16,424,891		$	34.25
Granted		3,202,249			39.00
Exercised		(126,161	)		33.41
Cancelled		(149,773	)		40.70
Outstanding March 31, 2008		19,351,206		$	34.99	$	187.5		6.2
Exercisable March 31, 2008		13,338,900		$	32.38	$	162.8		4.9

SARs

SARs generally vest ratably over a three-year period from the date of grant and expire at the end of ten years. All exercised SARs are settled with the Company’s Class A common shares.

The following table summarizes the information for currently outstanding SARs for the three months ended March 31, 2008:

	Shares			Weighted-		Aggregate		Weighted-
	subject			average		intrinsic		average
	to option			exercise price		value (millions)		remaining life
December 31, 2007		1,169,977		$	33.99
Granted		-			-
Exercised		(2,874	)		30.15
Cancelled		(42,600	)		37.44
Outstanding March 31, 2008		1,124,503		$	33.87	$	12.0		5.2
Exercisable March 31, 2008		1,034,867		$	33.39	$	11.6		5.0

Note: The Company did not grant SARS during the three months ended March 31, 2008 and does not anticipate further granting in the future.

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.

On April 17, 2007, and effective for the performance year 2007, the Compensation Committee of the Company’s board of directors approved a revision to the PSP program such that all PSP awards will be paid in Class A common shares rather than in cash. In addition, all shares will vest one year after the date of grant except for retirement-eligible employees which vest immediately. 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 the Company’s 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 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. Previously, these amounts were settled in 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, phantom 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 common share equivalents is paid in cash upon the participants’ retirement.

The Company has also issued stock grants as an incentive plan for certain key employees, with varying vesting periods. All stock grants are settled with the Company’s Class A common shares.

Compensation Expense

Share-based compensation expense is included in Selling and administrative expenses. The following table summarizes the expenses recognized for the three months ended March 31:

In millions	2008			2007
Stock options	$	13.3		$	11.4
SARs		(0.3	)		0.4
Performance shares		0.8			4.2
Deferred compensation		1.2			1.0
Other		0.3			0.3
Pre-tax expense		15.3			17.3
Tax benefit		(5.9	)		(6.6	)
After tax expense	$	9.4		$	10.7

Amounts recorded in continuing operations	$	9.4		$	9.2
Amounts recorded in discontinued operations		-			1.5
Total	$	9.4		$	10.7

In August 2006, the Company entered into two total return swaps (the Swaps) which were 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. The Company settled the remaining portion of the Swaps on August 6, 2007, for net cash proceeds of $13.8 million.

For the three months ended March 31, 2007, the Company recorded a gain of $5.9 million associated with the Swaps. The gains and losses associated with the Swaps are recorded within Selling and administrative expenses.

Note 12 – Other, Net

The components of Other, net for the three months ended March 31 are as follows:

In millions	2008			2007
Interest income	$	45.6		$	2.9
Exchange gain (loss)		(1.6	)		0.1
Minority interests		(3.8	)		(3.2	)
Earnings from equity investments		-			-
Other		(0.8	)		0.1
Other, net	$	39.4		$	(0.1	)

Note 13 – 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. Total unrecognized tax benefits as of March 31, 2008 and December 31, 2007 were $391.4 million and $379.8 million, respectively.

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, Switzerland and the United States. In general, the examination of the Company’s material tax returns is completed for the years prior to 2000.

The Internal Revenue Service (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 disputed the IRS position and protests have been filed with the IRS Appeals Division. In order to reduce the potential interest expense associated with this matter, the Company made a payment of $217 million in the third quarter of 2007, which reduced the Company’s total liability for uncertain tax positions by $141 million. The issues raised by the IRS associated with this payment are not related to the Company's reorganization in Bermuda, or the Company's intercompany debt structure.

On July 20, 2007, the Company and its consolidated subsidiaries received a notice from the 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 entire 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 filed a protest with the IRS in the third quarter of 2007. Going forward, the Company 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 14– Earnings Per Share (EPS)

Basic EPS is calculated by dividing net earnings (income available to common shareholders) by the weighted-average number of Class A common shares outstanding for the applicable period. Diluted EPS is calculated after adjusting the denominator of the basic EPS calculation for the effect of all potentially dilutive common shares, which in the Company’s case, includes shares issuable under share-based compensation plans. The following table summarizes the weighted-average number of Class A common shares outstanding for basic and diluted earnings per share calculations:

In millions	2008		2007
Weighted-average number of basic shares		273.8		306.8
Shares issuable under incentive stock plans		2.5		3.5
Weighted-average number of diluted shares		276.3		310.3
Anti-dilutive shares		4.3		4.0

Note 15 – 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 a result of the divestitures of Compact Equipment and the Road Development business unit during 2007 (see Note 3), the Company realigned its operating and reporting segments to better reflect its market focus. The 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 as of March 31 is as follows:

In millions	2008			2007
Net revenues
Climate Control Technologies	$	798.4		$	728.9
Industrial Technologies		743.4			667.7
Security Technologies		621.5			579.6
Total	$	2,163.3		$	1,976.2

Operating income
Climate Control Technologies	$	80.1		$	69.4
Industrial Technologies		97.6			91.6
Security Technologies		105.0			90.7
Unallocated corporate expense		(35.7	)		(43.1	)
Total	$	247.0		$	208.6

Long-lived assets by geographic area at March 31, 2008 and December 31, 2007 were as follows:

In millions	2008		2007
United States	$	830.3	$	820.5
Non-U.S.		672.9		639.6
Total	$	1,503.2	$	1,460.1

Note 16 – 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.

Environmental Matters

The Company continues to be dedicated to an environmental program to reduce the utilization and generation of hazardous materials during the manufacturing process and to remediate identified environmental concerns. As to the latter, the Company is currently engaged in site investigations and remediation activities to address environmental cleanup from past operations at current and former manufacturing facilities.

The Company is sometimes a party to environmental lawsuits and claims and has received notices of potential violations of environmental laws and regulations from the Environmental Protection Agency and similar state authorities. It has also been identified as a potentially responsible party (PRP) for cleanup costs associated with off-site waste disposal at federal Superfund and state remediation sites. For all such sites, there are other PRPs and, in most instances, the Company’s involvement is minimal.

In estimating its liability, the Company has assumed it will not bear the entire cost of remediation of any site to the exclusion of other PRPs who may be jointly and severally liable. The ability of other PRPs to participate has been taken into account, based generally on the parties’ financial condition and probable contributions on a per site basis. Additional lawsuits and claims involving environmental matters are likely to arise from time to time in the future.

During the first quarter of 2008, the Company spent $2.9 million for environmental remediation expenditures at sites presently or formerly owned or leased by us. As of March 31, 2008 and December 31, 2007, the Company has recorded reserves for environmental matters of $101.6 million and $101.8 million. The Company believes that these expenditures and accrual levels will continue and may increase over time. Given the evolving nature of environmental laws, regulations and technology, the ultimate cost of future compliance is uncertain.

Asbestos Matters

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, primarily pumps and compressors. 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 and packings purchased from third-party suppliers.

Prior to the fourth quarter of 2007, the Company recorded a liability (which it periodically updated) for its actual and anticipated future asbestos settlement costs projected seven years into the future. The Company did not record a liability for future asbestos settlement costs beyond the seven-year period covered by its reserve because such costs previously were not reasonably estimable for the reasons detailed below.

In the fourth quarter of 2007, the Company again reviewed its history and experience with asbestos-related litigation and determined that it had now become possible to make a reasonable estimate of its total liability for pending and unasserted potential future asbestos-related claims. This determination was based upon the Company’s analysis of developments in asbestos litigation, including the substantial and continuing decline in the filing of non-malignancy claims against the Company, the establishment in many jurisdictions of inactive or deferral dockets for such claims, the decreased value of non-malignancy claims because of changes in the legal and judicial treatment of such claims, increasing focus of the asbestos litigation upon malignancy claims, primarily those involving mesothelioma, a cancer with a known historical and predictable future annual incidence rate, and the Company’s substantial accumulated experience with respect to the resolution of malignancy claims, particularly mesothelioma claims, filed against it.

Accordingly, in the fourth quarter of 2007, the Company retained Dr. Thomas Vasquez of Analysis, Research & Planning Corporation (collectively, “ARPC”) to assist it in calculating an estimate of the Company’s total liability for pending and unasserted future asbestos-related claims. ARPC is a respected expert in performing complex calculations such as this. ARPC has been involved in many asbestos-related valuations of current and future liabilities, and its valuation methodologies have been accepted by numerous courts.

The methodology used by ARPC to project the Company’s total liability for pending and unasserted potential future asbestos-related claims relied upon and included the following factors, among others:

ARPC’s interpretation of a widely accepted forecast of the population likely to have been occupationally exposed to asbestos;

epidemiological studies estimating the number of people likely to develop asbestos-related diseases such as mesothelioma and lung cancer;

the Company’s historical experience with the filing of non-malignancy claims against it and the historical ratio between the numbers of non-malignancy and lung cancer claims filed against the Company;

ARPC’s analysis of the number of people likely to file an asbestos-related personal injury claim against the Company based on such epidemiological and historical data and the Company’s most recent three-year claims history;

an analysis of the Company’s pending cases, by type of disease claimed;

an analysis of the Company’s most recent three-year history to determine the average settlement and resolution value of claims, by type of disease claimed;

an adjustment for inflation in the future average settlement value of claims, at a 2.5% annual inflation rate, adjusted downward to 1.5% to take account of the declining value of claims resulting from the aging of the claimant population;

an analysis of the period over which the Company has and is likely to resolve asbestos-related claims against it in the future.

Based on these factors, ARPC calculated a total estimated liability of $755 million for the Company to resolve all pending and unasserted potential future claims through 2053, which is ARPC’s reasonable best estimate of the time it will take to resolve asbestos-related claims. This amount is on a pre-tax basis, not discounted for the time-value of money, and excludes the Company’s defense fees (which will continue to be expensed by the Company as they are incurred). After considering ARPC’s analysis and the factors listed above, in the fourth quarter of 2007, the Company increased its recorded liability for asbestos claims by $538 million, from $217 million to $755 million.

In addition, during the fourth quarter of 2007, the Company recorded an $89 million increase in its assets for probable asbestos-related insurance recoveries to $250 million. This represents amounts due to the Company for previously paid and settled claims and the probable reimbursements relating to its estimated liability for pending and future claims. In calculating this amount, the Company used the estimated asbestos liability for pending and projected future claims calculated by ARPC. It also considered the amount of insurance available, gaps in coverage, allocation methodologies, solvency ratings and creditworthiness of the insurers, the amounts already recovered from and the potential for settlements with insurers, and the terms of existing settlement agreements with insurers.

During the fourth quarter of 2007, the Company recorded a non-cash charge to earnings of discontinued operations of $449 million ($277 million after tax), which is the difference between the amount by which the Company increased its total estimated liability for pending and projected future asbestos-related claims and the amount that the Company expects to recover from insurers with respect to that increased liability.

The amounts recorded by the Company for asbestos-related liabilities and insurance-related assets are based on currently available information. The Company’s actual liabilities or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the Company’s or ARPC’s calculations vary significantly from actual results. Key variables in these assumptions are identified above and include the number and type of new claims to be filed each year, the average cost of resolution of each such new claim, the resolution of coverage issues with insurance carriers, and the solvency risk with respect to the Company’s insurance carriers. Furthermore, predictions with respect to these variables are subject to greater uncertainty as the projection period lengthens. Other factors that may affect the Company’s liability include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and federal courts, and the passage of state or federal tort reform legislation.

The aggregate amount of the stated limits in insurance policies available to the Company for asbestos-related claims, acquired over many years and from many different carriers, is substantial. However, limitations in that coverage, primarily due to the considerations described above, are expected to result in the projected total liability to claimants substantially exceeding the probable insurance recovery.

From receipt of its first asbestos claims more than 25 years ago to December 31, 2007, the Company has resolved (by settlement or by dismissal) approximately 208,000 claims. The total amount of all settlements paid by the Company (excluding insurance recoveries) and by its insurance carriers is approximately $308 million, for an average payment per resolved claim of $1,480. The average payment per claim resolved during the year ended December 31, 2007 was $7,491. This amount reflects the Company’s emphasis on resolution of higher value malignancy claims, particularly mesothelioma claims, rather than lower value non-malignancy claims, which are more heavily represented in the Company’s historical settlements. The table below provides additional information regarding asbestos-related claims filed against the Company:

	2002			2003			2004			2005			2006			2007
Open claims - January 1		77,675			96,294			104,513			105,811			102,968			101,709
New claims filed		37,172			30,843			13,541			11,132			6,457			5,398
Claims settled		(16,443	)		(21,096	)		(11,503	)		(12,505	)		(6,558	)		(5,005	)
Claims dismissed		(2,110	)		(1,528	)		(740	)		(1,470	)		(1,158	)		(1,479	)
Open claims - December 31		96,294			104,513			105,811			102,968			101,709			100,623

Over 90 percent of the open claims against the Company are non-malignancy claims, many of which have been placed on inactive or deferral dockets and the vast majority of which have little or no settlement value against the Company, particularly in light of recent changes in the legal and judicial treatment of such claims.

Malignancy claims accounted for: approximately 73 percent of the Company’s total asbestos-related settlement payments during the three-year period ended December 31, 2004; approximately 87 percent during the three-year period ended December 31, 2007; and approximately 93 percent in 2007. Non-malignancy claims accounted for: approximately 27 percent of the Company’s total asbestos-related settlement payments during the three-year period ended December 31, 2004; approximately 13 percent during the three-year period ended December 31, 2007; and approximately seven percent in 2007.

For the three-months ended March 31, 2008, the Company recorded a net benefit of $7.5 million associated with the settlement and defense of asbestos claims after insurance recoveries, compared with a total cost of $12.0 million during the three months ended March 31, 2007. At March 31, 2008, the Company's liability for asbestos related matters and the asset for probable asbestos-related insurance recoveries totaled $744.4 million and $256.6 million, respectively, compared to $754.9 million and $249.8 million at December 31, 2007.

The Company records its income and expenses associated with its asbestos liabilities and corresponding insurance recoveries within discontinued operations, as they relate to previously divested businesses, primarily Ingersoll-Dresser Pump, which was sold in 2000.

Other

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 $3.5 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 following table represents the changes in the product warranty liability for the three months ended March 31:

In millions	2008			2007
Balance at beginning of period	$	146.9		$	137.1
Reductions for payments		(17.9	)		(20.2	)
Accruals for warranties issued during the current period		16.3			24.0
Changes to accruals related to preexisting warranties		(0.6	)		(0.3	)
Acquisitions		-			0.1
Translation		3.5			1.0
Balance at end of period	$	148.2		$	141.7

The Company has other contingent liabilities for $8.7 million. These liabilities primarily result from performance bonds, guarantees and stand-by letters of credit associated with the prior sale of products by divested businesses.

Note 17 – Fair Value Measurement

Effective January 1, 2008, the Company adopted FASB Statement No. 157, “Fair Value Measurements,” (SFAS 157). SFAS 157 establishes a framework for measuring fair value that is based on the inputs market participants use to determine the fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The fair value hierarchy outlined in SFAS 157 is comprised of three levels that are described below:

Level 1 – Inputs based on quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 – Unobservable inputs based on little or no market activity and that are significant to the fair value of the assets and liabilities.

Effective February 12, 2008, the Company adopted FSP SFAS 157-2, “Effective Date of FASB Statement No. 157,” which defers the application date of the provisions of SFAS 157 for all nonfinancial assets and liabilities except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Due to the deferral, the Company has delayed its implementation of the SFAS 157 provisions on the fair value of goodwill, indefinite-lived intangible assets and nonfinancial long-lived assets.

Assets and liabilities measured at fair value on a recurring basis for the three months ended March 31, 2008 are as follows:

	Fair value measurements						Total
In millions	Level 1		Level 2		Level 3		fair value
Assets:
Cash and cash equivalents	$	4,068.3	$	-	$	-	$	4,068.3
Marketable securities		11.3		-		-		11.3
Derivative instruments		-		7.5		-		7.5
Benefit trust assets		-		139.3		-		139.3
Total	$	4,079.6	$	146.8	$	-	$	4,226.4

Liabilities:
Derivative instruments	$	-	$	1.8	$	-	$	1.8
Benefit liabilities		-		104.3		-		104.3
Total	$	-	$	106.1	$	-	$	106.1

SFAS 157 defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines the fair value of its financial assets and liabilities using the following methodologies:

Cash and cash equivalents – These amounts include cash on hand, demand deposits and all highly liquid investments with original maturities at the time of purchase of three months or less and are held in U.S and non-U.S. currencies.

Marketable securities – These securities include investments in publically traded stock of non-U.S. companies held by non-U.S. subsidiaries of the Company. The fair value is obtained for the securities based on observable market prices quoted on public stock exchanges.

Derivatives instruments – These instruments include forward contracts related to non-U.S. currencies and commodities. The fair value of the derivative instruments are determined based on a pricing model that uses inputs from actively quoted currency and commodity markets that are readily accessible and observable.

Benefit trust assets – These assets include money market funds and insurance contracts that are the underlying for the benefit assets. The fair value of the assets is based on observable market prices quoted in a readily accessible and observable market.

Benefit liabilities – These liabilities include benefits given to certain executives of the Company, including deferred compensation and executive death benefits. The fair value is based on the underlying investment portfolio of the deferred compensation and the specific benefits guaranteed in a death benefit contract with each executive.

Effective January 1, 2008, the Company also adopted FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115,” (SFAS 159). SFAS 159 allows the Company the irrevocable option, at specified election dates, to measure financial assets and liabilities at their current fair value, with the corresponding changes in fair value from period to period recognized in the income statement. As of January 1, 2008, the Company has not elected to utilize the fair value option on any of its financial assets or liabilities.

Note 18 – Guarantor Financial Information

Ingersoll-Rand Company Limited (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 consolidating 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 U.S. Securities and Exchange Commission.

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 March 31, 2008

	IR			IR			Other			Consolidating			IR Limited
In millions	Limited			New Jersey			Subsidiaries			Adjustments			Consolidated
Net revenues	$	-		$	227.8		$	1,935.5		$	-		$	2,163.3
Cost of goods sold		-			(169.4	)		(1,371.5	)		-			(1,540.9	)
Selling and administrative expenses		(14.5	)		(75.4	)		(285.5	)		-			(375.4	)
Operating income		(14.5	)		(17.0	)		278.5			-			247.0
Equity earnings in affiliates (net of tax)		222.0			54.1			(9.2	)		(266.9	)		-
Interest expense		(3.9	)		(16.7	)		(6.9	)		-			(27.5	)
Intercompany interest and fees		(22.0	)		(61.1	)		83.1			-			-
Other, net		-			6.5			32.9			-			39.4
Earnings (loss) before income taxes		181.6			(34.2	)		378.4			(266.9	)		258.9
(Benefit) provision for income taxes		-			20.4			(67.6	)		-			(47.2	)
Earnings (loss) from continuing operations		181.6			(13.8	)		310.8			(266.9	)		211.7
Discontinued operations, net of tax		-			4.6			(34.7	)		-			(30.1	)
Net earnings (loss)	$	181.6		$	(9.2	)	$	276.1		$	(266.9	)	$	181.6

Condensed Consolidating Income Statement

For the three months ended March 31, 2007

	IR			IR			Other			Consolidating			IR Limited
In millions	Limited			New Jersey			Subsidiaries			Adjustments			Consolidated
Net revenues	$	-		$	222.9		$	1,753.3		$	-		$	1,976.2
Cost of goods sold		-			(157.9	)		(1,258.1	)		-			(1,416.0	)
Selling and administrative expenses		(11.5	)		(83.9	)		(256.2	)		-			(351.6	)
Operating income		(11.5	)		(18.9	)		239.0			-			208.6
Equity earnings in affiliates (net of tax)		249.9			115.5			3.1			(368.5	)		-
Interest expense		(11.0	)		(17.2	)		(7.4	)		-			(35.6	)
Intercompany interest and fees		(10.2	)		(118.6	)		128.8			-			-
Other, net		0.3			(0.4	)		-			-			(0.1	)
Earnings (loss) before income taxes		217.5			(39.6	)		363.5			(368.5	)		172.9
(Benefit) provision for income taxes		-			46.3			(62.6	)		-			(16.3	)
Earnings (loss) from continuing operations		217.5			6.7			300.9			(368.5	)		156.6
Discontinued operations, net of tax		-			(3.6	)		64.5			-			60.9
Net earnings (loss)	$	217.5		$	3.1		$	365.4		$	(368.5	)	$	217.5

Condensed Consolidating Balance Sheet

March 31, 2008

	IR			IR			Other			Consolidating			IR Limited
In millions	Limited			New Jersey			Subsidiaries			Adjustments			Consolidated
Current assets:
Cash and cash equivalents	$	5.1		$	190.4		$	3,872.8		$	-		$	4,068.3
Accounts and notes receivable, net		0.1			276.0			1,440.5			-			1,716.6
Inventories		-			74.5			834.5			-			909.0
Other current assets		-			120.7			342.5			-			463.2
Accounts and notes receivable affiliates		15.7			6,196.3			26,475.9			(32,687.9	)		-
Total current assets		20.9			6,857.9			32,966.2			(32,687.9	)		7,157.1

Investment in affiliates		10,580.4			9,282.2			40,420.9			(60,283.5	)		-
Property, plant and equipment, net		-			159.4			775.9			-			935.3
Intangible assets, net		-			79.9			4,771.3			-			4,851.2
Other noncurrent assets		1.3			711.3			395.9			-			1,108.5
Total assets	$	10,602.6		$	17,090.7		$	79,330.2		$	(92,971.4	)	$	14,052.1

Current liabilities:
Accounts payable and accruals	$	10.8		$	485.3		$	1,252.4		$	-		$	1,748.5
Short term borrowings and current maturities of long-term debt		-			554.9			195.1			-			750.0
Accounts and note payable affiliates		238.1			6,941.2			25,508.6			(32,687.9	)		-
Total current liabilities		248.9			7,981.4			26,956.1			(32,687.9	)		2,498.5

Long-term debt		299.1			403.2			10.4			-			712.7
Note payable affiliate		1,550.0			2,097.4			-			(3,647.4	)		-
Other noncurrent liabilities		186.0			1,925.4			410.9			-			2,522.3
Total liabilities		2,284.0			12,407.4			27,377.4			(36,335.3	)		5,733.5

Shareholders' equity:
Class A common shares		370.3			-			(97.4	)		(0.1	)		272.8
Class B common shares		270.6			-			-			(270.6	)		-
Common shares		-			-			2,362.8			(2,362.8	)		-
Other shareholders' equity		11,149.4			5,389.6			52,687.1			(61,668.2	)		7,557.9
Accumulated other comprehensive income (loss)		809.6			(295.2	)		719.9			(746.4	)		487.9
		12,599.9			5,094.4			55,672.4			(65,048.1	)		8,318.6
Less: Contra account		(4,281.3	)		(411.1	)		(3,719.6	)		8,412.0			-
Total shareholders' equity		8,318.6			4,683.3			51,952.8			(56,636.1	)		8,318.6
Total liabilities and equity	$	10,602.6		$	17,090.7		$	79,330.2		$	(92,971.4	)	$	14,052.1

Condensed Consolidating Balance Sheet

December 31, 2007

In millions	IR Limited			IR New Jersey			Other Subsidiaries			Consolidating Adjustments			IR Limited Consolidated
Current assets:
Cash and cash equivalents	$	0.6		$	545.5		$	4,189.2		$	-		$	4,735.3
Accounts and notes receivable, net		0.4			266.4			1,393.9			-			1,660.7
Inventories		-			78.7			748.5			-			827.2
Other current assets		-			137.2			340.3			-			477.5
Accounts and notes receivable affiliates		13.5			7,630.2			25,528.6			(33,172.3	)		-
Total current assets		14.5			8,658.0			32,200.5			(33,172.3	)		7,700.7

Investment in affiliates		10,033.7			9,221.1			40,217.2			(59,472.0	)		-
Property, plant and equipment, net		-			152.9			752.0			-			904.9
Intangible assets, net		-			79.9			4,638.0			-			4,717.9
Other noncurrent assets		1.5			704.6			346.6			-			1,052.7
Total assets	$	10,049.7		$	18,816.5		$	78,154.3		$	(92,644.3	)	$	14,376.2

Current liabilities:
Accounts payable and accruals	$	6.9		$	529.7		$	1,958.1		$	-		$	2,494.7
Short term borrowings and current maturities of long-term debt		-			555.4			185.6			-			741.0
Accounts and note payable affiliates		89.1			7,010.2			26,073.0			(33,172.3	)		-
Total current liabilities		96.0			8,095.3			28,216.7			(33,172.3	)		3,235.7

Long-term debt		299.1			403.2			10.4			-			712.7
Note payable affiliate		1,550.0			2,097.4			-			(3,647.4	)		-
Other noncurrent liabilities		196.7			1,917.0			406.2			-			2,519.9
Total liabilities		2,141.8			12,512.9			28,633.3			(36,819.7	)		6,468.3

Shareholders' equity:
Class A common shares		370.0			-			(97.4	)		-			272.6
Class B common shares		270.6			-			-			(270.6	)		-
Common shares		-			-			2,362.8			(2,362.8	)		-
Other shareholders' equity		11,046.3			7,039.7			50,533.8			(61,231.0	)		7,388.8
Accumulated other comprehensive income (loss)		568.5			(320.9	)		503.5			(504.6	)		246.5
		12,255.4			6,718.8			53,302.7			(64,369.0	)		7,907.9
Less: Contra account		(4,347.5	)		(415.2	)		(3,781.7	)		8,544.4			-
Total shareholders' equity		7,907.9			6,303.6			49,521.0			(55,824.6	)		7,907.9
Total liabilities and equity	$	10,049.7		$	18,816.5		$	78,154.3		$	(92,644.3	)	$	14,376.2

Condensed Consolidating Statement of Cash Flows

For the three months ended March 31, 2008

In millions	IR Limited			IR New Jersey			Other Subsidiaries			IR Limited Consolidated
Net cash provided by (used in) continuing operating activities	$	(20.8	)	$	(298.5	)	$	(355.4	)	$	(674.7	)
Net cash provided by (used in) discontinued operating activities		-			4.5			(15.5	)		(11.0	)

Cash flows from investing activities:
Capital expenditures		-			(14.6	)		(22.8	)		(37.4	)
Proceeds from sale of property, plant and equipment		-			-			2.1			2.1
Acquisitions, net of cash		-			-			(30.3	)		(30.3	)
Proceeds from business disposition, net of cash		-			-			8.5			8.5
Other, net		-			5.4			(0.3	)		5.1
Net cash provided by (used in) continuing investing activities		-			(9.2	)		(42.8	)		(52.0	)
Net cash provided by (used in) discontinued investing activities		-			-			-			-

Cash flows from financing activities:
Net change in debt		-			(0.5	)		6.9			6.4
Net inter-company proceeds (payments)		136.4			(81.3	)		(55.1	)		-
Dividends (paid) received		(115.3	)		4.1			62.1			(49.1	)
Proceeds from the exercise of stock options		4.2			-			-			4.2
Repurchase of common shares by subsidiary		-			-			-			-
Other, net		-			25.8			-			25.8
Net cash provided by (used in) continuing financing activities		25.3			(51.9	)		13.9			(12.7	)
Net cash provided by (used in) discontinued financing activities		-			-			-			-

Effect of exchange rate changes on cash and cash equivalents		-			-			83.4			83.4

Net increase (decrease) in cash and cash equivalents		4.5			(355.1	)		(316.4	)		(667.0	)
Cash and cash equivalents - beginning of period		0.6			545.5			4,189.2			4,735.3
Cash and cash equivalents - end of period	$	5.1		$	190.4		$	3,872.8		$	4,068.3

Condensed Consolidating Statement of Cash Flows

For the three months ended March 31, 2007

In millions	IR Limited			IR New Jersey			Other Subsidiaries			IR Limited Consolidated
Net cash provided by (used in) continuing operating activities	$	(15.2	)	$	(64.6	)	$	159.3		$	79.5
Net cash provided by (used in) discontinued operating activities		-			(24.1	)		(9.7	)		(33.8	)

Cash flows from investing activities:
Capital expenditures		-			(9.1	)		(20.4	)		(29.5	)
Proceeds from sale of property, plant and equipment		-			-			1.9			1.9
Acquisitions, net of cash		-			(0.6	)		(3.0	)		(3.6	)
Proceeds from business disposition, net of cash		-			-			-			-
Other, net		-			-			-			-
Net cash provided by (used in) continuing investing activities		-			(9.7	)		(21.5	)		(31.2	)
Net cash provided by (used in) discontinued investing activities		-			(3.6	)		(22.5	)		(26.1	)

Cash flows from financing activities:
Net change in debt		108.5			(1.0	)		(5.3	)		102.2
Net inter-company proceeds (payments)		(25.3	)		51.4			(26.1	)		-
Dividends (paid) received		(114.4	)		4.1			55.0			(55.3	)
Proceeds from the exercise of stock options		44.7			-			-			44.7
Repurchase of common shares by subsidiary		-			-			(133.6	)		(133.6	)
Net cash provided by (used in) continuing financing activities		13.5			54.5			(110.0	)		(42.0	)
Net cash provided by (used in) discontinued financing activities		-			-			-			-

Effect of exchange rate changes on cash and cash equivalents		-			-			2.4			2.4

Net increase (decrease) in cash and cash equivalents		(1.7	)		(47.5	)		(2.0	)		(51.2	)
Cash and cash equivalents - beginning of period		1.7			81.6			272.5			355.8
Cash and cash equivalents - end of period	$	-		$	34.1		$	270.5		$	304.6

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

INGERSOLL-RAND COMPANY LIMITED

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under Part II, Item 1A - Risk Factors in this Quarterly Report on Form 10-Q and under Part I, Item 1A - Risk Factors in the Annual Report on Form 10-K for the fiscal year ended December 31, 2007. The following section is qualified in its entirety by the more detailed information, including our financial statements and the notes thereto, which appears elsewhere in this Quarterly Report.

Overview

Organizational

Ingersoll-Rand Company Limited (IR Limited), a Bermuda company, and its consolidated subsidiaries (we, our or the Company) is a leading innovation and solutions provider with strong brands and leading positions within our markets. Our business segments consist of Climate Control Technologies, Industrial Technologies and Security Technologies. We generate revenue and cash primarily through the design, manufacture, sale and service of a diverse portfolio of industrial and commercial products that include well-recognized, premium brand names such as Club Car®, Hussmann®, Ingersoll Rand®, Schlage® and Thermo King®.

We seek to drive shareholder value by achieving:

Dramatic Growth, by developing innovative products and solutions that improve our customers’ operations, expanding highly profitable recurring revenues and executing strategic acquisitions;

Operational Excellence, by fostering a lean culture of continuous improvement and cost control; and

Dual Citizenship, by encouraging our employees’ active collaboration with colleagues across business units and geographic regions to achieve superior business results.

To achieve these goals and to become a more diversified company with strong growth prospects, we transformed our enterprise portfolio by divesting cyclical, low-growth and asset-intensive businesses. We continue to focus on increasing our recurring revenue stream, which includes revenues from parts, service, used equipment and rentals. We also intend to continuously improve the efficiencies, capabilities, products and services of our high-potential businesses.

Trends and Economic Events

We are a global corporation with worldwide operations. As a global business, our operations are affected by worldwide, regional and industry-specific economic factors, as well as political factors, wherever we operate or do business. However, our geographic and industry diversity, as well as the diversity of our product sales and services, has helped limit the impact of any one industry, or the economy of any single country, on the consolidated operating results. Given the broad range of products manufactured and geographic markets served, management uses a variety of factors to predict the outlook for the Company. We monitor key competitors and customers in order to gauge relative performance and the outlook for the future. In addition, our order rates are indicative of future revenue and thus a key measure of anticipated performance. In those industry segments where we are a capital equipment provider, revenues depend on the capital expenditure budgets and spending patterns of our customers, who may delay or accelerate purchases in reaction to changes in their businesses and in the economy.

Our revenues from continuing operations for the first quarter of 2008 increased approximately 9.5% compared with the same period of 2007. Strong international markets, increased recurring revenue, a favorable currency impact, pricing improvements and higher volumes drove this growth. Our major non-U.S. end markets experienced significant growth. This growth helped to drive revenue increases in all three of our operating segments. We have also been able to increase prices and add surcharges to help mitigate the impact of cost inflation during the year. We have generated positive cash flows from operating activities during the first quarter of 2008 and expect to continue to produce positive operating cash flows for the foreseeable future. For the rest of 2008, we expect to see slower growth in North America and Western Europe offset by the activity levels in the developing economies of Eastern Europe, Asia and Latin America.

Recent Developments – Acquisitions and Divestitures

On December 17, 2007, we announced that we had executed a definitive agreement to acquire Trane Inc., formerly American Standard Companies Inc., in a transaction currently valued at approximately $9.5 billion. This transaction, which is expected to close during the second quarter of 2008, is subject to approval by Trane shareholders, regulatory approval and contractual closing conditions. There can be no assurance that the acquisition will be consummated.

Trane is a global leader in indoor climate control systems, services and solutions and provides systems and services that enhance the quality and comfort of the air in homes and buildings around the world. They offer customers a broad range of energy-efficient heating, ventilation and air conditioning systems; dehumidifying and air cleaning products; service and parts support; advanced building controls; and financing solutions. Their systems and services have leading positions in commercial, residential, institutional and industrial markets; a reputation for reliability, high quality and product innovation; and a powerful distribution network. Trane has more than 29,000 employees and 34 production facilities worldwide, with 2007 annual revenues of $7.45 billion.

On November 30, 2007, we completed the sale of our Bobcat, Utility Equipment and Attachments business units (collectively, Compact Equipment) to Doosan Infracore for cash proceeds of approximately $4.9 billion, subject to post-closing purchase price adjustments. We recorded a gain on sale of $2,627.2 million (net of tax of $959.7 million). Compact Equipment manufactures and sells compact equipment including skid-steer loaders, compact track loaders, mini-excavators and telescopic tool handlers; portable air compressors, generators, light towers; general-purpose light construction equipment; and attachments.

On April 30, 2007, we completed the sale of our Road Development business unit to AB Volvo (publ) in all countries except for India, which closed on May 4, 2007, for cash proceeds of approximately $1.3 billion, subject to post-closing purchase price adjustments. We recorded a gain on sale of $634.7 million (net of tax of $164.4 million). The Road Development business unit manufactures and sells asphalt paving equipment, compaction equipment, milling machines and construction-related material handling equipment.

Results of Operations

	For the three months ended March 31,
In millions, except per share amounts	2008			% of revenues			2007			% of revenues
Net revenues	$	2,163.3					$	1,976.2
Cost of goods sold		(1,540.9	)		71.2	%		(1,416.0	)		71.6	%
Selling and administrative expenses		(375.4	)		17.4	%		(351.6	)		17.8	%
Operating income		247.0			11.4	%		208.6			10.6	%
Interest expense		(27.5	)					(35.6	)
Other, net		39.4						(0.1	)
Earnings before income taxes		258.9						172.9
Provision for income taxes		(47.2	)					(16.3	)
Earnings from continuing operations		211.7						156.6
Discontinued operations, net of tax		(30.1	)					60.9
Net earnings	$	181.6					$	217.5

Diluted earnings per common share:
Continuing operations	$	0.77					$	0.50
Discontinued operations		(0.11	)					0.20
Net earnings	$	0.66					$	0.70

Net Revenues

Net revenues for the first quarter of 2008 increased by 9.5%, or $187.1 million, compared with 2006, which primarily resulted from the following:

Volume/product mix	1.5	%
Pricing	2.5	%
Currency exchange rates	4.5	%
Acquisitions	1.0	%
Total	9.5	%

Revenues increased in all three operating segments mainly driven by non-U.S. operations. Additionally, we continue to make progress in increasing recurring revenues, which improved by 13% over the first quarter of 2007 and accounted for 19% of net revenues for that period.

Cost of Goods Sold

Cost of goods sold as a percentage of revenue decreased slightly in the first quarter of 2008 compared with the same period of 2007. Increased leverage on higher revenues and price increases provided a benefit which was partially offset by unfavorable mix and higher material costs.

Selling and Administrative Expenses

Selling and administrative expenses as a percentage of revenue decreased slightly in the first quarter of 2008 compared with the same period of 2007. Increased leverage on higher revenues and expense reduction was partially offset by investments in new product development of approximately $7.9 million and increased regulatory and compliance costs of $3.3 million.

Operating Income

Operating income for the first quarter of 2008 increased by 18.4% or $38.4 million, compared with the same period of 2007, mainly due to leverage on revenue growth, expense reduction, productivity actions and improved pricing. These increases were partially offset by unfavorable business and product mix and higher commodity costs.

Interest Expense

Interest expense for the first quarter of 2008 decreased $8.1 million compared with the same period of 2007 due to lower year-over-year debt levels. In addition, during the first quarter of 2007, we increased our short-term borrowings under our commercial paper program by $104.1 million.

Other, Net

The components of Other, net for the three months ended March 31 are as follows:

In millions	2008			2007
Interest income	$	45.6		$	2.9
Exchange gain (loss)		(1.6	)		0.1
Minority interests		(3.8	)		(3.2	)
Earnings from equity investments		-			-
Other		(0.8	)		0.1
Other, net	$	39.4		$	(0.1	)

The year-over-year increase is primarily associated with higher interest income as a result of larger average cash balances at March 31, 2008. The large balance is attributable to the sale of both Compact Equipment and the Road Development business unit during 2007, which generated proceeds of $6,154.3 million.

Provision for Income Taxes

Our first quarter 2008 effective tax rate was 18.2%, compared with 9.4% in the first quarter of 2007, reflecting a 2008 expected annual rate of 22.2%, offset by certain discrete benefits of $10.2 million. The increase in 2008 expected annual tax rate versus last years expected annual rate as of March 31, 2007 is primarily attributable to an increase in income earned in higher tax rate jurisdictions as a result of changes in the Company’s inter-company debt structure.

Review of Business Segments

We classify our businesses into three reportable segments based on industry and market focus: Climate Control Technologies, Industrial Technologies and Security Technologies. The segment discussions that follow describe the significant factors contributing to the changes in results for each segment included in continuing operations.

Climate Control Technologies

Climate Control Technologies provides solutions for customers to transport, preserve, store and display temperature-sensitive products by engaging in the design, manufacture, sale and service of transport temperature control units, refrigerated display merchandisers, beverage coolers, auxiliary power units and walk-in storage coolers and freezers. This segment includes the Thermo King, Hussmann and Koxka brands.

	Three months ended March 31,
In millions	2008			2007			% change
Net revenues	$	798.4		$	728.9			9.5	%
Operating income		80.1			69.4			15.4	%
Operating margin		10.0	%		9.5	%

Net revenues for the first quarter of 2008 increased by 9.5% or $69.5 million, compared with the same period of 2007, primarily resulting from a favorable currency impact (6%) higher volumes (2%), and improved pricing. Operating income increased during the first quarter of 2008, primarily due to increased productivity ($13 million), improved pricing ($10 million) and a favorable currency impact ($5 million). These improvements were offset by investments in new product development and productivity improvements ($11 million) and higher material costs ($7 million).

Net revenues grew in the European and Asian regions during the first quarter of 2008, benefiting from strong truck and trailer sales in addition to a worldwide increase in sea-going container, bus and aftermarket revenues. These gains were partially offset by sharply lower activity levels in the North American truck and trailer markets. Revenues for display cases and contracting increased slightly worldwide. In addition, sales of the TriPac® auxiliary unit increase during the quarter due to the rising cost of diesel fuel.

Industrial Technologies

Industrial Technologies is focused on providing solutions to enhance customers’ industrial and energy efficiency, mainly by engaging in the design, manufacture, sale and service of compressed air systems, tools, fluid and material handling, golf and utility vehicles and energy generation systems. This segment includes the Ingersoll Rand and Club Car brands.

	Three months ended March 31,
In millions	2008			2007			% change
Net revenues	$	743.4		$	667.7			11.3	%
Operating income		97.6			91.6			6.6	%
Operating margin		13.1	%		13.7	%

Net revenues for the first quarter of 2008 increased by 11.3%, or $75.7 million, compared with the same period of 2007, mainly resulting from a favorable currency impact (4%), higher volumes and product mix (3%), acquisitions (2%) and improved pricing (2%). Operating income increased during the first quarter of 2008 primarily due to increased productivity ($15 million), improved pricing ($14 million) and a favorable currency exchange ($6 million). These improvements were partially offset by higher material costs ($16 million) and investments in new product and market development ($4 million).

The increase in segment revenue was driven by the worldwide increase in the Air and Productivity Solutions business. Strong results in Europe, Asia and India in addition to moderate growth in North America increased revenue year-over-year. International gains were primarily due to the industrial markets while strong recurring revenues helped North America. The aftermarket business also contributed to the first quarter increase. Club Car revenues declined slightly compared with the first quarter of 2007, mainly due to the ongoing decline in the North American golf market. The decline was offset by higher sales of utility vehicles and increased parts and rental revenue.

Security Technologies

Security Technologies is engaged in the design, manufacture, sale and service of mechanical and electronic security products, biometric access control systems and security and scheduling software. This segment includes the Schlage, LCN, Von Duprin and CISA brands.

	Three months ended March 31,
In millions	2008			2007			% change
Net revenues	$	621.5		$	579.6			7.2	%
Operating income		105.0			90.7			15.8	%
Operating margin		16.9	%		15.6	%

Net revenues for the first quarter of 2008 increased by 7.2%, or $41.9 million, compared with the same period of 2007, mainly resulting from improved pricing (4%) and a favorable currency impact (3%). Operating income increased during the first quarter of 2008, primarily due to improved pricing ($24 million) and productivity gains ($17 million), partially offset by unfavorable product mix ($13 million).

Net revenues grew in all regions during the quarter benefiting from strong international growth in addition to moderate growth in the commercial construction market. Residential revenues decreased modestly reflecting a decline in same store sales at large customers as well as ongoing weakness in the new homebuilder channel in North America.

Discontinued Operations

The components of discontinued operations for the three months ended March 31 are as follows:

In millions	2008			2007
Revenues	$	9.6		$	859.6

Pre-tax earnings (loss) from operations		(11.2	)		81.9
Pre-tax gain (loss) on sale		(4.1	)		0.1
Tax expense		(14.8	)		(21.1	)
Discontinued operations, net	$	(30.1	)	$	60.9

Discontinued operations by business for the three months ended March 31 are as follows:

In millions	2008			2007
Compact Equipment, net of tax	$	(24.4	)	$	60.5
Road Development, net of tax		-			15.9
Other discontinued operations, net of tax		(5.7	)		(15.5	)
Total discontinued operations, net of tax	$	(30.1	)	$	60.9

Compact Equipment Divestiture

On July 29, 2007, we agreed to sell our Bobcat, Utility Equipment and Attachments business units (collectively, Compact Equipment) to Doosan Infracore for gross proceeds of approximately $4.9 billion. The sale was completed on November 30, 2007. The purchase price is subject to post-closing adjustments which could result in a favorable or unfavorable adjustment to the gain on sale when ultimately resolved.

Compact Equipment 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. We have accounted for Compact Equipment as discontinued operations for all periods presented in accordance with Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144).

Net revenues and after-tax earnings of Compact Equipment for the three months ended March 31 are as follows:

In millions	2008			2007
Net revenues	$	9.6		$	692.5

After-tax earnings from operations		0.4			60.5
Loss on sale, net of tax of $20.7		(24.8	)		-
Total discontinued operations, net of tax	$	(24.4	)	$	60.5

Road Development Divestiture

On February 27, 2007, we agreed to sell our 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 purchase price is subject to post-closing adjustments which could result in a favorable or unfavorable adjustment to the gain on sale when ultimately resolved.

The Road Development business unit manufactures and sells asphalt paving equipment, compaction equipment, milling machines and construction-related material handling equipment. We have accounted for the Road Development business unit as discontinued operations for all periods presented in accordance with SFAS 144.

Net revenues and after-tax earnings of the Road Development business unit for the three months ended March 31 are as follows:

In millions	2008		2007
Net revenues	$	-	$	167.1

After-tax earnings from operations		-		15.9
Total discontinued operations, net of tax	$	-	$	15.9

Other Discontinued Operations

We also have retained costs from previously sold businesses that mainly include costs related to postretirement benefits, product liability and legal costs (mostly asbestos-related). The components of other discontinued operations for the three months ended March 31 are as follows:

In millions	2008			2007
Retained costs, net of tax	$	(5.7	)	$	(15.6	)
Net gain on disposals, net of tax		-			0.1
Total discontinued operations, net of tax	$	(5.7	)	$	(15.5	)

Liquidity and Capital Resources

We generate significant cash flow from operating activities. We believe that we will be able to meet our current and long-term liquidity and capital requirements through our cash flow from operating activities, existing cash and cash equivalents, available borrowings under existing credit facilities and our ability to obtain future external financing.

Cash Flows

The following table reflects the major categories of cash flows for the three months ended March 31, respectively. For additional details, see the Condensed Consolidated Statement of Cash Flows in the condensed consolidated financial statements.

In millions	2008			2007
Operating cash flow provided by (used in) continuing operations	$	(674.7	)	$	79.5
Investing cash flow provided by (used in) continuing operations		(52.0	)		(31.2	)
Financing cash flow provided by (used in) continuing operations		(12.7	)		(42.0	)

Operating Activities

Net cash used by continuing operating activities during the three months ended March 31, 2008 was $674.7 million, compared with net cash provided by operating activities of $79.5 million during the comparable period in 2007. The change in operating cash flows is predominantly related to a tax payment of approximately $700 million paid to various taxing authorities primarily associated with the Compact Equipment divestiture during the fourth quarter of 2007.

Investing Activities

Net cash used by investing activities during the three months ended March 31, 2008 was $52.0 million, compared with $31.2 million during the comparable period of 2007. The change in investing activities is primarily attributable to cash used for acquisitions. During the three months ended March 31, 2008, cash used for two bolt-on acquisitions was $30.3 million compared with $3.6 million during the first three months of 2007.

Financing Activities

Net cash used in financing activities during the three months ended March 31, 2008 was $12.7 million, compared with $42.0 million during the comparable period in 2007. During the three months ended March 31, 2008, we did not repurchase any Class A common shares compared to the repurchase of 133.6 million Class A common shares repurchased during the three months ended March 31, 2007. In addition, short-term borrowings during the three months ended March 31, 2008 were minimal compared with the same period in 2007.

Other Liquidity Measures

The following table contains several key measures to gauge the Company’s financial condition and liquidity at the period ended:

	March 31,			December 31,
In millions	2008			2007
Cash and cash equivalents	$	4,068.3		$	4,735.3
Total debt		1,462.7			1,453.7
Total shareholders' equity		8,318.6			7,907.9
Debt-to-total capital ratio		14.8	%		15.4	%

The large cash and cash equivalents balances at March 31, 2008 and December 31, 2007 are attributable to the sale of both Compact Equipment and the Road Development business unit during 2007, which generated proceeds of $6,154.3 million. We expect to utilize a significant portion of the cash and cash equivalents on hand to fund the acquisition of Trane in the second quarter of 2008, as explained further below.

We traditionally maintain significant availability under our lines of credit and commercial paper program to meet short-term liquidity requirements. We have $2.0 billion available under these facilities. Debt levels and our debt-to-total capital ratio at March 31, 2008 remained consistent with December 31, 2007.

In connection with the proposed Trane acquisition, each share of Trane’s common stock (which approximated 195 million at December 31, 2007) will be exchanged for a combination of (i) 0.23 of an Ingersoll Rand Class A common share and (ii) $36.50 in cash, without interest. We intend to use a combination of cash on hand and debt financing in order to pay for the cash portion of the consideration. We have secured commitments from JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Credit Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA and Goldman Sachs Credit Partners L.P. to provide up to $3.9 billion in financing through a 364-day senior unsecured bridge facility. If unused, the debt commitments will expire on September 30, 2008.

In 2007, there was significant volatility in the capital markets, which led to an overall tightening of the credit markets. During 2008, we intend to refinance the bridge financing primarily with a combination of short-term and long-term debt. Financing terms will be determined by market conditions at the time of issuance. As such, we cannot assess the impact of the financing on our future financial results.

For a further discussion of Liquidity and Capital Resources, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2007.

Commitments and Contingencies

We are 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.

Environmental Matters

We continue to be dedicated to an environmental program to reduce the utilization and generation of hazardous materials during the manufacturing process and to remediate identified environmental concerns. As to the latter, we are currently engaged in site investigations and remediation activities to address environmental cleanup from past operations at current and former manufacturing facilities.

We are sometimes a party to environmental lawsuits and claims and have received notices of potential violations of environmental laws and regulations from the Environmental Protection Agency and similar state authorities. We have also been identified as a potentially responsible party (PRP) for cleanup costs associated with off-site waste disposal at federal Superfund and state remediation sites. For all such sites, there are other PRPs and, in most instances, our involvement is minimal.

In estimating our liability, we have assumed we will not bear the entire cost of remediation of any site to the exclusion of other PRPs who may be jointly and severally liable. The ability of other PRPs to participate has been taken into account, based generally on the parties’ financial condition and probable contributions on a per site basis. Additional lawsuits and claims involving environmental matters are likely to arise from time to time in the future.

During the first quarter of 2008, we spent $2.9 million for environmental remediation expenditures at sites presently or formerly owned or leased by us. As of March 31, 2008 and December 31, 2007, we have recorded reserves for environmental matters of $101.6 million and $101.8 million. We believe that these expenditures and accrual levels will continue and may increase over time. Given the evolving nature of environmental laws, regulations and technology, the ultimate cost of future compliance is uncertain.

Asbestos Matters

ARPC’s interpretation of a widely accepted forecast of the population likely to have been occupationally exposed to asbestos;

epidemiological studies estimating the number of people likely to develop asbestos-related diseases such as mesothelioma and lung cancer;

an analysis of the Company’s pending cases, by type of disease claimed;

an analysis of the Company’s most recent three-year history to determine the average settlement and resolution value of claims, by type of disease claimed;

an analysis of the period over which the Company has and is likely to resolve asbestos-related claims against it in the future.

	2002			2003			2004			2005			2006			2007
Open claims - January 1		77,675			96,294			104,513			105,811			102,968			101,709
New claims filed		37,172			30,843			13,541			11,132			6,457			5,398
Claims settled		(16,443	)		(21,096	)		(11,503	)		(12,505	)		(6,558	)		(5,005	)
Claims dismissed		(2,110	)		(1,528	)		(740	)		(1,470	)		(1,158	)		(1,479	)
Open claims - December 31		96,294			104,513			105,811			102,968			101,709			100,623

For the three-months ended March 31, 2008, we recorded a net benefit of $7.5 million associated with the settlement and defense of asbestos claims after insurance recoveries, compared with a total cost of $12.0 million during the three months ended March 31, 2007. At March 31, 2008, our liability for asbestos related matters and the asset for probable asbestos-related insurance recoveries totaled $744.4 million and $256.6 million, respectively, compared to $754.9 million and $249.8 million at December 31, 2007.

We record income and expenses associated with our asbestos liabilities and corresponding insurance recoveries within discontinued operations, as they relate to previously divested businesses, primarily Ingersoll-Dresser Pump, which was sold in 2000.

Other

We sell 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, we are contingently liable for loan guarantees and residual values of equipment of approximately $3.5 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 following table represents the changes in the product warranty liability for the three months ended March 31:

In millions	2008			2007
Balance at beginning of period	$	146.9		$	137.1
Reductions for payments		(17.9	)		(20.2	)
Accruals for warranties issued during the current period		16.3			24.0
Changes to accruals related to preexisting warranties		(0.6	)		(0.3	)
Acquisitions		-			0.1
Translation		3.5			1.0
Balance at end of period	$	148.2		$	141.7

We have other contingent liabilities for $8.7 million. These liabilities primarily result from performance bonds, guarantees and stand-by letters of credit associated with the prior sale of products by divested businesses.

Critical Accounting Policies

Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Management believes there have been no significant changes during the three months ended March 31, 2008, to the items that the Company disclosed as its critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Recently Adopted Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS 158). SFAS 158 requires an entity to recognize in its balance sheet the funded status of its defined benefit pension and postretirement plans. The standard also requires an entity to recognize changes in the funded status within Accumulated other comprehensive income, net of tax, to the extent such changes are not recognized in earnings as components of periodic net benefit cost. At December 31, 2006, the Company adopted the provisions of SFAS 158 for its postretirement and pension plans. The adoption of SFAS 158 resulted in a decrease of Total assets of $476.0 million and Shareholders’ equity of $472.8 million (net of tax of $268.2 million) and an increase of Total liabilities of $265.0 million.

SFAS 158 also requires an entity to measure its defined benefit plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position. The measurement date provisions of SFAS 158 are effective for the Company for the fiscal year ending December 31, 2008. The Company has adopted the measurement provisions of SFAS 158 which does not have a material impact on the condensed consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 establishes a framework for measuring fair value that is based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information to develop those assumptions. Additionally, the standard expands the disclosures about fair value measurements to include disclosing the fair value measurements of assets or liabilities within each level of the fair value hierarchy. SFAS 157 is effective for the Company starting on January 1, 2008. Refer to Note 17, Fair Value Measurements to the condensed consolidated financial statements for a full discussion on SFAS 157.

Effective February 12, 2008, the Company adopted FASB Staff Position (FSP) No. 157-2, “Effective Date of FASB Statement No. 157” (FSP SFAS 157-2). This FSP delays the effective date of SFAS 157 for nonfinancial assets and nonfinanical liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Due to the deferral, the Company has delayed its implementation of SFAS 157 provisions on the fair value of goodwill, indefinite-lived intangible assets and nonfinancial long-lived assets and liabilities.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). SFAS 159 permits companies the option, at specified election dates, to measure financial assets and liabilities at their current fair value, with the corresponding changes in fair value from period to period recognized in the income statement. Additionally, SFAS 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar assets and liabilities. SFAS 159 is effective for the Company starting on January 1, 2008 and did not have a material impact to the condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations,” (SFAS 141 (R)). This statement addresses financial accounting and reporting for business combinations and supersedes SFAS 141, “Business Combinations.” SFAS 141(R) retains the fundamental requirements set forth in SFAS 141 regarding the purchase method of accounting, but expands the guidance in order to properly recognize and measure, at fair value, the identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquired business. In addition, the statement introduces new accounting guidance on how to recognize and measure contingent consideration, contingencies, acquisition and restructuring costs. SFAS 141(R) is effective for acquisitions occurring after January 1, 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No 51.” It clarifies that a noncontrolling interest in a subsidiary represents an ownership interest that should be reported as equity in the consolidated financial statements. In addition, the statement requires expanded income statement presentation and disclosures that clearly identify and distinguish between the interests of the Company and the interests of the non-controlling owners of the subsidiary. SFAS 160 is effective for the Company starting on January 1, 2009. The Company is currently evaluating the impact of adopting SFAS 160 on its financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of SFAS No. 133. This statement amends and expands the disclosure requirements of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities.” It requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. SFAS 161 is effective for the Company starting on January 1, 2009. The Company is currently evaluating the impact of adopting SFAS 161 on its financial statements.

Safe Harbor Statement

Information provided by the Company in reports such as this quarterly report on Form 10-Q, in press releases and in statements made by employees in oral discussions, to the extent the information is not historical fact, may be deemed to be “forward-looking statements” within the meaning of federal securities laws. These statements are based on currently available information and are based on our current expectations and projections about future events. These statements are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements.

These risks and uncertainties include, but are not limited to: fluctuations in the condition of, and the overall political landscape of, the economies in which we operate; our competitive environment; material changes in technology or technology substitution; our ability to attract, train and retain highly-qualified employees; unanticipated climatic changes; changes in governmental regulation; the costs and effects of legal and administrative proceedings; changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof; currency fluctuations; our ability to complete acquisitions on financially attractive terms and successfully integrate them with our other businesses; and the impact of new accounting standards. Undue reliance should not be placed on such forward-looking statements as they speak only as of the date made. Additional information regarding these and other risks and uncertainties is contained in our periodic filings with the SEC, including, but not limited to, our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

There has been no significant change in our exposure to market risk during the three months ended March 31, 2008. For a discussion of the Company’s exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

Item 4 - Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of March 31, 2008, that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this Quarterly Report on Form 10-Q has been recorded, processed, summarized and reported when required and the information is accumulated and communicated, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in the Company’s internal control over financial reporting that occurred during the first quarter of 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1 – Legal Proceedings

In the normal course of business, the Company is involved in a variety of lawsuits, claims and legal proceedings, including commercial and contract disputes, employment matters, product liability claims, environmental liabilities and intellectual property disputes. In the opinion of the Company, pending legal matters are not expected to have a material adverse effect on the results of operations, financial condition, liquidity or cash flows.

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 Oil for Food 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. On October 31, 2007, the Company announced it had reached settlements with the SEC and DOJ relating to this matter. Under the terms of the settlements, the Company paid a total of $6.7 million in penalties, interest and disgorgement of profits. The Company has consented to the entry of a civil injunction in the SEC action and has entered into a three-year deferred prosecution agreement with the DOJ. Under both settlements, the Company will implement improvements to its compliance program that are consistent with its longstanding policy against improper payments. In the settlement documents, the Government noted that the Company thoroughly cooperated with the investigation, that the Company had conducted its own complete investigation of the conduct at issue, promptly and thoroughly reported its findings to them, and took prompt remedial measures. In a related matter, 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.

Item 1A – Risk Factors

There have been no material changes to our risk factors and uncertainties during the first quarter of 2008. For a discussion of the Risk Factors, refer to Part I, Item 1A - Risk Factors contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2007.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 6 – Exhibits

(a) Exhibits

Exhibit No.		Description

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

32		Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

INGERSOLL-RAND COMPANY LIMITED

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 LIMITED

(Registrant)

Date: May 12, 2008	/s/ James V. Gelly
	James V. Gelly, Senior Vice President
	and Chief Financial Officer

	Principal Financial Officer

Date: May 12, 2008	/s/ Richard W. Randall
	Richard W. Randall, Vice President and
	Controller

	Principal Accounting Officer