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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

X            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year
ended December 31, 2008

or

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

ACT OF 1934

For the transition period from  to

Commission File No. 001-16831

INGERSOLL-RAND COMPANY LIMITED

(Exact name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Bermuda                                                       |  | 75-2993910                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)

Clarendon House

2 Church Street

Hamilton HM 11, Bermuda

(Address of principal executive offices)

Registrants telephone number, including area code: (441) 295-2838

Securities registered pursuant to
Section 12(b) of the Act:



|                          |  |                                          
|------------------------- |  | -----------------------------------------
|Title of each class       |  | Name of each exchange on which registered
|Class A Common Shares,    |  | New York Stock Exchange                  
|Par Value $1.00 per Share |  |                                          

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES X     NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES     NO X

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

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K [    ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):



|                                              |  |                          
|--------------------------------------------- |  | -------------------------
|Large accelerated filer X                     |  | Accelerated filer        
|                                              | 
|Non-accelerated filer                         |  | Smaller reporting company
|(Do not check if a smaller reporting company) |  |                          

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

YES      NO X

The aggregate market value of common stock held by nonaffiliates on June 30, 2008 was approximately $11,920,220,895 based on the closing price of such stock on the
New York Stock Exchange.

The number of Class A Common Shares outstanding as of February 20, 2009 was 318,864,140.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the
registrants proxy statement to be filed within 120 days of the close of the registrants fiscal year in connection with the registrants Annual General Meeting of Shareholders to be held June 3, 2009 are incorporated by
reference into Part II and Part III of this Form 10-K.



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Form 10-K

For the Fiscal Year Ended December 31, 2008

TABLE OF CONTENTS



|         |  |            |  |                                                                                                               |  |     
|-------- |  | ---------- |  | ------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |            |  |                                                                                                               |  | Page
|Part I   |  | Item 1.    |  | Business                                                                                                      |  | 5   
|         |  |            | 
|         |  | Item 1A.   |  | Risk Factors                                                                                                  |  | 12  
|         |  |            | 
|         |  | Item 1B.   |  | Unresolved Staff Comments                                                                                     |  | 20  
|         |  |            | 
|         |  | Item 2.    |  | Properties                                                                                                    |  | 20  
|         |  |            | 
|         |  | Item 3.    |  | Legal Proceedings                                                                                             |  | 21  
|         |  |            | 
|         |  | Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                           |  | 24  
|         |  |            | 
|Part II  |  | Item 5.    |  | Market for Registrants Common Equity, Related Stockholder  Matters and Issuer Purchases of Equity Securities |  | 25  
|         |  |            | 
|         |  | Item 6.    |  | Selected Financial Data                                                                                       |  | 28  
|         |  |            | 
|         |  | Item 7.    |  | Managements Discussion and Analysis of Financial Condition  and Results of Operations                        |  | 29  
|         |  |            | 
|         |  | Item 7A.   |  | Quantitative and Qualitative Disclosure About Market Risk                                                     |  | 66  
|         |  |            | 
|         |  | Item 8.    |  | Financial Statements and Supplementary Data                                                                   |  | 67  
|         |  |            | 
|         |  | Item 9.    |  | Changes in and Disagreements with Independent Accountants  on Accounting and Financial Disclosure             |  | 68  
|         |  |            | 
|         |  | Item 9A.   |  | Controls and Procedures                                                                                       |  | 68  
|         |  |            | 
|         |  | Item 9B.   |  | Other Information                                                                                             |  | 68  
|         |  |            | 
|Part III |  | Item 14.   |  | Principal Accountant Fees and Services                                                                        |  | 69  
|         |  |            | 
|Part IV  |  | Item 15.   |  | Exhibits and Financial Statements Schedule                                                                    |  | 70  
|         |  |           
|         |  | Signatures |  | 84                                                                                                           



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CAUTIONARY STATEMENT FOR FORWARD LOOKING STATEMENTS

Certain statements in this report, other than purely historical information, are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words believe,
project, expect, anticipate, estimate, forecast, outlook, intend, strategy, plan, may, should, will,
would, will be, will continue, will likely result, or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements.

Forward-looking statements may relate to such matters as projections of revenue, margins, expenses, tax provisions, earnings, cash flows, benefit obligations, share
repurchases or other financial items; any statements of the plans, strategies and objectives of management for future operations, including those relating to our June 2008 acquisition of Trane Inc.; any statements concerning expected development,
performance or market share relating to our products; any statements regarding future economic conditions or performance; any statements regarding pending investigations, claims or disputes, including those relating to the Internal Revenue Service
audit of our consolidated subsidiaries tax filings in 2001 and 2002; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. These statements are based on currently available information and
our current assumptions, expectations and projections about future events. While we believe that our assumptions, expectations and projections are reasonable in view of the currently available information, you are cautioned not to place undue
reliance on our forward-looking statements. These statements are not guarantees of future performance. They are subject to future events, risks and uncertainties  many of which are beyond our control  as well as potentially
inaccurate assumptions, that could cause actual results to differ materially from our expectations and projections.

Factors that might affect our
forward-looking statements include, among other things:



| |  |  | Overall economic and business conditions;
| | - |  | -----------------------------------------

| |  |  | the demand for our goods and services;
| | - |  | --------------------------------------

| |  |  | competitive factors in the industries in which we compete;
| | - |  | ----------------------------------------------------------

| |  |  | changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations);
| | - |  | -----------------------------------------------------------------------------------------------------------

| |  |  | the outcome of litigation and governmental proceedings;
| | - |  | -------------------------------------------------------

| |  |  | the effect of income tax audit settlements;
| | - |  | -------------------------------------------

| |  |  | the ratings on our debt and our ability to repay or refinance our outstanding indebtedness as it matures;
| | - |  | ---------------------------------------------------------------------------------------------------------

| |  |  | our ability to operate within the limitations imposed by financing arrangements and to maintain our credit ratings;
| | - |  | -------------------------------------------------------------------------------------------------------------------

| |  |  | interest rate fluctuations and other changes in borrowing costs;
| | - |  | ----------------------------------------------------------------

| |  |  | other capital market conditions, including availability of funding sources and currency exchange rate fluctuations;
| | - |  | -------------------------------------------------------------------------------------------------------------------

| |  |  | availability of and fluctuations in the prices of key raw materials;
| | - |  | --------------------------------------------------------------------

| |  |  | economic and political conditions in international markets, including governmental changes and restrictions on the ability to transfer capital across borders;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | the ability to achieve cost savings in connection with our strategic restructuring;
| | - |  | -----------------------------------------------------------------------------------

| |  |  | potential further impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets;
| | - |  | --------------------------------------------------------------------------------------------------------------

| |  |  | the impact of fluctuations in the price of our Class A common shares;
| | - |  | ---------------------------------------------------------------------

| |  |  | changes in U.S. and non-U.S. governmental laws and regulations; and
| | - |  | -------------------------------------------------------------------



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| |  |  | the possible effects on us of future legislation in the U.S. that may limit or eliminate potential U.S. tax benefits resulting from our incorporation in a non-U.S.
jurisdiction, such as Bermuda, or deny U.S. government contracts to us based upon our incorporation in such non-U.S. jurisdiction.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Some
of the material risks and uncertainties that could cause actual results to differ materially from our expectations and projections are described more fully in Item 1A Risk Factors. You should read that information in conjunction
with Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this report and our Consolidated Financial Statements and related notes in Item 8 of this report. We note such information
for investors as permitted by the Private Securities Litigation Reform Act of 1995. There also may be other factors that have not been anticipated or that are not described in this report, generally because we do not perceive them to be material,
which could cause results to differ materially from our expectations.

Forward-looking statements speak only as of the date they are made, and we do not
undertake to update these forward-looking statements. You are advised, however, to review any further disclosures we make on related subjects in our periodic filings with the Securities and Exchange Commission.



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PART I

Item 1.      BUSINESS

Overview

Ingersoll-Rand Company Limited (IR-Limited), a Bermuda company, and its consolidated subsidiaries (we, our, the Company) is a diversified, global company
that provides products, services and solutions to enhance the quality and comfort of air in homes and buildings, transport and protect food and perishables, secure homes and commercial properties, and increase industrial productivity and efficiency.
Our business segments consist of Air Conditioning Systems and Services, Climate Control Technologies, Industrial Technologies and Security Technologies, each with strong brands and leading positions within their respective markets. 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®, Thermo King® and Trane®.

We are dedicated to inspiring progress for our customers, shareholders, employees and communities by achieving:



| |  |  | Dramatic Growth, by focusing on innovative solutions for our customers;
| | - |  | -----------------------------------------------------------------------



| |  |  | Operational Excellence, by pursuing continuous improvement in all of our operations; and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | Dual Citizenship, by bringing together the talents of all Ingersoll Rand people to leverage the capabilities of our global enterprise.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------

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. In addition, our acquisition strategy has helped deliver more consistent revenue and earnings performance across all phases of the economic cycle. Aside from our portfolio
transformation, 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.

Recent Acquisitions and Divestitures

On June 5, 2008 (the Acquisition Date), we completed our acquisition of 100% of the outstanding common shares of Trane Inc. (Trane). Trane, previously named American Standard Companies Inc., provides systems and
services that enhance the quality and comfort of the air in homes and buildings around the world. Tranes 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. The total cost of the acquisition was approximately $9.6 billion, which was funded by a combination of cash on hand, commercial paper and a 364-day senior
unsecured bridge loan facility.

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. Compact Equipment manufactured and sold compact equipment including skid-steer loaders,
compact truck loaders, mini-excavators and telescopic tool handlers, portable air compressors, generators, light towers, general-purpose light construction equipment and attachments. We are currently in the process of resolving the final purchase
price adjustments with Doosan Infracore.



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On April 30, 2007, we completed the sale of our Road Development business unit to AB Volvo (publ) for cash proceeds
of approximately $1.3 billion. The Road Development business unit manufactured and sold asphalt paving equipment, compaction equipment, milling machines and construction-related material handling equipment.

2001 Reorganization

Our predecessor company, Ingersoll-Rand Company
(IR-New Jersey), was organized in 1905 under the laws of the State of New Jersey as a consolidation of Ingersoll-Sergeant Drill Company and the Rand Drill Company, whose businesses were established in the early 1870s.

We are a successor to IR-New Jersey following a corporate reorganization that became effective on December 31, 2001. We believe that the reorganization has enabled
us to realize a variety of financial and strategic benefits, including to:



| |  |  | help enhance business growth;
| | - |  | -----------------------------

| |  |  | create a more favorable corporate structure for expansion of our current business;
| | - |  | ----------------------------------------------------------------------------------

| |  |  | improve expected cash flow for use in investing in the development of higher-growth product lines and businesses;
| | - |  | -----------------------------------------------------------------------------------------------------------------

| |  |  | improve expected cash flow for use in reducing the amount of our debt;
| | - |  | ----------------------------------------------------------------------

| |  |  | reduce our worldwide effective tax rate;
| | - |  | ----------------------------------------

| |  |  | enable us to implement our business strategy more effectively; and
| | - |  | ------------------------------------------------------------------

| |  |  | expand our investor base as our shares may become more attractive to non-U.S. investors.
| | - |  | ----------------------------------------------------------------------------------------

IR-Limited and its subsidiaries continue to conduct the businesses previously conducted by IR-New Jersey and its subsidiaries. The reorganization has been accounted for
as a reorganization of entities under common control and accordingly, did not result in any changes to the consolidated amounts of assets, liabilities and shareholders equity.

Business Segments

Our business segments provide products, services and solutions used to increase the efficiency and
productivity of both industrial and commercial operations and homes, as well as improve the security, safety, health and comfort of people around the world. We have the following business segments:

Air Conditioning Systems and Services

Our Air Conditioning Systems
and Services segment provides heating, ventilation and air conditioning (HVAC) systems that enhance the quality and comfort of the air in homes and buildings around the world. It offers customers a broad range of energy-efficient HVAC systems,
dehumidifying and air cleaning products, service and parts support, advanced building controls as well as financing solutions under the Trane and American Standard Heating and Air Conditioning brands. These brands have leading positions in
commercial, residential, institutional and industrial markets. Since the Acquisition Date, net revenues for this segment were $4.4 billion.

Climate
Control Technologies

Our Climate Control Technologies segment provides equipment and services to manage controlled-temperature environments for food
and other perishables throughout the world. Encompassing the transport and stationary refrigeration markets, this segment offers customers a broad range of products and solutions such as refrigerated display merchandisers, beverage coolers,
auxiliary power units, walk-in storage coolers and freezers and transport temperature control units. This segment, which had 2008 net revenues of $3.4 billion, includes the market leading brands of Hussmann and Thermo King.



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Industrial Technologies

Our Industrial Technologies segment provides products, services and solutions that enhance energy efficiency, productivity and operations. It offers our global customers a diverse and innovative range of products including compressed air
systems, tools, pumps, fluid handling systems, golf and utility vehicles in addition to environmentally friendly micro turbines. This segment, which had 2008 net revenues of $2.9 billion, includes the Club Car and Ingersoll Rand market leading
brands.

Security Technologies

Our Security
Technologies segment is a leading global provider of products and services that make environments safe, secure and productive. The segments market-leading solutions include electronic and biometric access control systems and software, locks
and locksets, door closers, exit devices, steel doors and frames, portable security devices, decorative hardware, cabinet hardware as well as time, attendance and personnel scheduling systems. These products serve a wide range of markets including
the commercial construction and residential housing market, healthcare, retail, maritime and transport industries as well as educational and governmental facilities. This segment, which had 2008 net revenues of $2.5 billion, includes the CISA, LCN,
Schlage and Von Duprin brands.

Products

Our principal
products by business segment include the following:



|                                      |  |                                    
|------------------------------------- |  | -----------------------------------
|Air Conditioning Systems and
Services
|Air cleaners                          |  | Evaporator coils                   
|Air conditioners                      |  | Furnaces                           
|Air exchangers                        |  | Heat pumps                         
|Air handlers                          |  | Humidifiers                        
|Airside and terminal devices          |  | Package heating and cooling systems
|Applied systems                       |  | Thermostats/controls               
|Boilers                               |  | Unitary systems                    



|                                          |  |                                            
|----------------------------------------- |  | -------------------------------------------
|Climate Control Technologies             
|Aftermarket parts and service             |  | Auxiliary idle reduction                   
|Bus and rail HVAC systems                 |  | Auxiliary temperature management           
|Coils and condensers                      |  | Refrigeration and electrical houses        
|Containers and gensets                    |  | Refrigeration systems                      
|Cryogenic temperature control systems     |  | Surface and air sanitation                 
|Diesel-powered temprature control systems |  | Vehicle-powered truck refrigeration systems
|Display merchandisers                     |  | Walk-in coolers and freezers               



|                              |  |                            
|----------------------------- |  | ---------------------------
|Industrial
Technologies      
|Air balancers                 |  | Fluid-handling equipment   
|Air compressors & accessories |  | Golf vehicles              
|Air treatment                 |  | Lubrication equipment      
|Air motors                    |  | Material handling equipment
|Air and electric tools        |  | Microturbines              
|Blowers                       |  | Piston pumps               
|Diaphragm pumps               |  | Utility vehicles           
|Engine-starting systems       |  |                            



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|                                 |  |                                  
|-------------------------------- |  | ---------------------------------
|Security
Technologies           
|Automatic doors                  |  | Electrical security products     
|Biometric access control systems |  | Electronic access-control systems
|Door closers and controls        |  | Exit devices                     
|Door locks, latches and locksets |  | Portable security products       
|Doors and door frames (steel)    |  |                                  

These products are sold primarily under our name and under other names including American Standard®, CISA®, Club Car®, Hussmann®, LCN®, Schlage®, Thermo King®, Von
Duprin® and Trane®.

Competitive
Conditions

Our products are sold in highly competitive markets throughout the world. Due to the diversity of these products and the variety of markets
served, we encounter a wide variety of competitors that vary by product line. They include well-established regional or specialized competitors, as well as larger U.S and non-U.S corporations or divisions of larger companies.

The principal methods of competition in these markets relate to price, quality, delivery, service and support, technology and innovation. We believe that we are one of
the leading manufacturers in the world of HVAC systems and services, air compression systems, transport temperature control products, refrigerated display merchandisers, refrigeration systems and controls, air tools, and golf and utility vehicles.
In addition, we believe we are a leading supplier in U.S. markets for architectural hardware products, mechanical locks and electronic and biometric access-control technologies.

Distribution

Our products are distributed by a number of methods, which we believe are appropriate to the type of
product. U.S. sales are made through branch sales offices and through distributors, dealers and large retailers across the country. Non-U.S. sales are made through numerous subsidiary sales and service companies with a supporting chain of
distributors throughout the world.

Customers

We have
no major customers that accounted for more than 10% of our consolidated net revenues in 2008, 2007 or 2006. No material part of our business is dependent upon a single customer or a small group of customers; therefore, the loss of any one customer
would not have a material adverse effect on our operations.

Raw Materials

We manufacture many of the components included in our products, which requires us to employ a wide variety of raw materials. Principal raw materials, such as steel, copper and aluminum, are purchased from a large
number of independent sources around the world. In the past, higher prices for some raw materials, particularly steel and non-ferrous metals, have caused pricing pressures in some of our businesses; we have historically been able to pass certain of
these cost increases on to customers in the form of price increases.

We believe that available sources of supply will generally be sufficient for the
foreseeable future. There have been no raw material shortages which have had a material adverse effect on our businesses. However, significant changes in certain material costs may have an adverse impact on our costs and operating margins. To
mitigate this potential impact, we enter into long-term supply contracts in order to manage our exposure to potential supply disruptions.

Working
Capital

We manufacture products that usually must be readily available to meet our customers rapid delivery requirements. Therefore, we maintain
an adequate level of working capital to support our business needs



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and our customers requirements. Such working capital requirements are not, however, in the opinion of management, materially different from those
experienced by our major competitors. Our sales and payment terms are generally similar to those of our competitors.

Research and Development

We engage in research and development activities in an effort to introduce new products, enhance existing products effectiveness, increase safety,
improve ease of use and reliability as well as expand the various applications for which our products may be appropriate. In addition, we continually evaluate developing technologies in areas that we believe will enhance our business for possible
investment or acquisition. We anticipate that we will continue to make significant expenditures for research and development activities as we look to maintain and improve our competitive position. Research and development expenditures, including
qualifying engineering costs, were $131.6 million in 2008, $128.6 million in 2007 and $126.7 million in 2006.

Patents and Licenses

We own numerous patents and patent applications and are licensed under others. Although in aggregate we consider our patents and licenses to be valuable to our
operations, we do not believe that our business is materially dependent on a single patent or license or any group of them. In our opinion, engineering, production skills and experience are more responsible for our market position than our patents
and/or licenses.

Operations by Geographic Area

More
than 40% of our 2008 net revenues were derived outside the U.S. and we sold products in more than 100 countries. Therefore, the attendant risks of manufacturing or selling in a particular country, such as nationalization and establishment of common
markets, would not be expected to have a significant effect on our non-U.S. operations. For a discussion of risks attendant to our non-U.S. operations, see Risk Factors  Currency exchange rate and commodity price fluctuations may
adversely affect our results, Risk Factors  Our global operations subject us to economic risks, in Item 1A and Quantitative and Qualitative Disclosure about Market Risk in Item 7A.

Backlog

Our approximate backlog of orders, believed to be firm, at
December 31, 2008 and 2007, were as follows:



|                                      |  |   |         |  |   |        
|------------------------------------- |  | - | ------- |  | - | -------
|Dollar amounts in millions            |  |   | 2008    |  |   | 2007   
|Air Conditioning Systems and Services |  | $ | 981.8   |  | $ | -      
|Climate Control Technologies          |  |   | 342.4   |  |   | 507.2  
|Industrial Technologies               |  |   | 367.7   |  |   | 429.8  
|Security Technologies                 |  |   | 188.0   |  |   | 216.5  
|Total                                 |  | $ | 1,879.9 |  | $ | 1,153.5

These backlog figures are based on orders received. While the major portion of our products are built in advance
of order and either shipped or assembled from stock, orders for specialized machinery or specific customer application are submitted with extensive lead times and are often subject to revision, deferral, cancellation or termination. We expect to
ship substantially the entire backlog at December 31, 2008 during 2009.

Environmental Matters

We continue to be dedicated to an environmental program intended to reduce the utilization and generation of hazardous materials during the manufacturing process as well
as to remediate identified



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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 been also 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 that 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 2008, we spent $6.9 million on capital projects for pollution abatement and control, and an additional $15.5 million for environmental remediation expenditures at
sites presently or formerly owned or leased by us. As of December 31, 2008, we have recorded reserves for environmental matters of $100.9 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.

For a further discussion
of our potential environmental liabilities, see also Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, Environmental and Asbestos Matters and also Note 22 to the consolidated financial
statements.

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 either Ingersoll-Rand Company (IR-New Jersey) or Trane and generally allege injury caused by exposure to asbestos contained in certain historical products sold by IR-New Jersey or Trane, primarily pumps, boilers and railroad brake
shoes. Neither IR-New Jersey nor Trane was a producer or manufacturer of asbestos, however, some formerly manufactured products utilized asbestos-containing components such as gaskets and packings purchased from third-party suppliers.

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

In the fourth quarter of 2007, we again reviewed our history and experience with asbestos-related litigation and determined that it had now become
possible to make a reasonable estimate of our total liability for pending and unasserted potential future asbestos-related claims. This determination was based upon our analysis of developments in asbestos litigation, including the substantial and
continuing decline in the filing of non-malignancy claims against us, 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 our substantial
accumulated experience with respect to the



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resolution of malignancy claims, particularly mesothelioma claims, filed against us. With the aid of an outside expert, we have estimated our total liability
for pending and unasserted future asbestos-related claims through 2053 at $755 million.

As a result, we 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 we increased our total estimated liability for pending and projected future asbestos-related claims and the amount that we
expect to recover from insurers with respect to that increased liability.

In connection with our acquisition of Trane, we retained an outside expert to
assist in calculating Tranes asbestos-related valuations of current and future liabilities. As required by Statement of Financial Accounting Standards No. 141, Business Combinations, we are required to record the assumed
asbestos obligations and associated insurance-related assets at their fair value at the Acquisition Date. We estimated that the assumed asbestos obligation and associated insurance-related assets at the Acquisition Date were $494 million and $249
million, respectively. These amounts were estimated based on certain assumptions and factors consistent with those described above.

For a further
discussion of asbestos matters, see also Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, Environmental and Asbestos Matters and also Note 22 to the consolidated financial statements.

Employees

As a result of the acquisition of Trane in
the second quarter of 2008, we increased our workforce by approximately 30,000 people. As of December 31, 2008, we employed approximately 60,000 people throughout the world.

Available Information

We file annual, quarterly, and current reports, proxy statements, and other documents with the
Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934. The public may read and copy any materials filed with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC. The public can obtain any documents that are filed by us at http://www.sec.gov.

In addition, this Annual Report on Form
10-K, as well as our quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to all of the foregoing reports, are made available free of charge on our Internet website (http://www.ingersollrand.com) as soon as
reasonably practicable after such reports are electronically filed with or furnished to the SEC. The Board of Directors of the Company has also adopted and posted in the Investor Relations section of its website our Corporate Governance Guidelines
and charters for each of the Boards standing committees. A copy of the above filings will also be provided free of charge upon written request to us.

Certifications

New York Stock Exchange Annual Chief Executive Officer Certification

The Companys Chief Executive Officer submitted to the New York Stock Exchange the Annual CEO Certification as the Companys compliance with the New York Stock
Exchanges corporate governance listing standards required by Section 303A.12 of the New York Stock Exchanges listing standards.

Sarbanes-Oxley Act Section 302 Certification

The certifications of the Chief Executive Officer and Chief Financial Officer of the
Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have been filed as exhibits to this Annual Report on Form 10-K.



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Item 1A.    RISK FACTORS

The following are certain risk factors that could affect our business, financial condition, results of operations, and cash flows. These risk factors should be
considered in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause the actual results and conditions to differ materially from those projected in forward-looking
statements. Before you invest in our publicly traded securities, you should know that making such an investment involves some risks, including the risks described below. If any of the risks actually occur, our business, financial condition or
results of operations could be negatively affected. In that case, the trading price of our Class A common shares could decline, and you may lose all or part of your investment.

Risks Relating to Our Businesses

Macroeconomic conditions, negative conditions in the financial, insurance
and credit markets and changes in our credit ratings subject us to a number of risks.

The world financial markets have been experiencing extreme
disruption in recent months, including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others. Governments have
taken unprecedented actions intended to address extreme market conditions that include severely restricted credit and declines in asset values. While these conditions have not currently impaired our ability to access credit markets, insurance and
finance our operations, there can be no assurance that there will not be further deterioration in the world financial markets, continued negative conditions in the global credit markets or a loss of confidence in the major economies, any of which
may make it more difficult for us to obtain financing for our operations or increase the cost of obtaining financing as well as access insurance to manage risk.

In addition, our investment-grade credit ratings currently afford us lower borrowing rates on commercial paper, revolving credit agreements and debt offerings. Increased debt levels and/or decreased earnings could result in downgrades in
our credit ratings, which, in turn, could impede access to the credit markets, reduce the total amount of commercial paper we could issue, raise our commercial paper borrowing costs and/or raise our long-term debt borrowing rates.

Finally, many of our customers rely on credit financing in order to purchase our products. If the tightening of credit in financial markets continues to adversely affect
the ability of our customers to obtain financing for significant purchases, this could result in a further decrease in or cancellation of orders for our products and services. Our global business is also adversely affected by decreases in the
general level of economic activity and in business and consumer spending.

We may not realize the expected financial benefits from the acquisition of
Trane Inc. and from our announced restructuring actions and this could have a material adverse effect on our business.

On June 5, 2008, we
completed our acquisition of Trane. There are potential risks associated with growing our business through acquisitions such as our acquisition of Trane, including the failure to successfully integrate and realize the expected benefits of an
acquisition. For example, with any acquisition and subsequent integration, there is the possibility that:



| |  |  | the business culture of the acquired business may not match well with our culture;
| | - |  | ----------------------------------------------------------------------------------



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| |  |  | technological and product synergies, economies of scale and cost reductions may not occur as expected;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | management may be distracted from overseeing existing operations by the need to integrate acquired businesses;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | we may be unable to maintain or increase the revenue growth rate of the acquired business;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | we may acquire or assume unexpected liabilities;
| | - |  | ------------------------------------------------



| |  |  | unforeseen difficulties may arise in integrating operations and systems;
| | - |  | ------------------------------------------------------------------------



| |  |  | we may fail to retain and assimilate employees of the acquired business; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | we may experience problems in retaining customers and integrating customer bases.
| | - |  | ---------------------------------------------------------------------------------

Additionally, we previously announced restructuring actions to deal with slowing end market demand and we must implement these restructuring actions during this integration period. If we are unable to integrate our
businesses successfully or implement these restructuring actions effectively, then we may fail to realize the anticipated synergies and growth opportunities or achieve the cost savings and revenue growth we anticipated from these actions and this
could have a material adverse effect on our business.

We are relying on an indemnification agreement with respect to any potential liability arising
from a European Commission Investigation into possible infringement of European Union competition law by Trane and its subsidiaries. If we were unable to rely on the indemnification agreement for any reason, any potential liability arising from the
European Commission Investigation could have a material adverse effect on our financial condition and results of operations.

In connection with
Tranes spinoff of the Vehicle Control Systems business into a new publicly traded company called WABCO Holdings Inc. (WABCO) in July 31, 2007, Trane entered into an Indemnification and Cooperation Agreement (Indemnification Agreement)
with, among others, American Standard Europe BVBA (renamed WABCO Europe BVBA) (WABCO Europe), which became a subsidiary of WABCO following the spinoff. Pursuant to the Indemnification Agreement, WABCO Europe has agreed to indemnify Trane and its
subsidiaries and their respective affiliates against any fines related to the European Commission Investigation. For a further discussion of European Commission Investigation, see Legal Proceedings. If the European Commission were to
impose the maximum fine allowable pursuant to applicable guidelines, the total liability to the Company could be approximately $1.1 billion based on Tranes worldwide revenue in 2007, subject to a probable reduction for leniency of at least 20
percent (provided WABCO Europe, as the leniency applicant, fulfilled all conditions set forth in the European Commissions leniency notice). WABCO has stated in its Form 10-K for the fiscal year ended December 31, 2008 that its ability to
satisfy its obligations under the Indemnification Agreement is contingent on its funding capability at the time of the fine, which could be affected by, among other things, its ability to access its then existing credit facilities, its ability to
obtain alternative sources of financing, its ability to obtain some payment relief from the European Commission or its ability to obtain a suspension of the payment obligation from the European Court of First Instance. If WABCO Europe were unable to
satisfy its obligations under the Indemnification Agreement or if we were unable to rely on the Indemnification Agreement for any reason, any potential liability arising from the European Commission Investigation could have a material adverse effect
on our financial condition and results of operations.



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Our global operations subject us to economic risks.

Our global operations are dependent upon products manufactured, purchased and sold in the U.S. and internationally, including China, Brazil, Africa and Eastern Europe.
These activities are subject to risks that are inherent in operating globally, including the following:



| |  |  | countries could change regulations or impose currency restrictions and other restraints;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | in some countries, there is a risk that the government may expropriate assets;
| | - |  | ------------------------------------------------------------------------------



| |  |  | some countries impose burdensome tariffs and quotas;
| | - |  | ----------------------------------------------------



| |  |  | national and international conflict, including terrorist acts, could significantly impact our financial condition and results of operations; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | economic downturns, political instability and war or civil disturbances may disrupt production and distribution logistics or limit sales in individual markets.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Currency exchange rate and commodity price fluctuations may adversely affect our results.

We are exposed to a variety of market risks, including the effects of changes in non-U.S. currency exchange rates, commodity prices and interest rates. See Part II
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

More than 40% of our 2008 net revenues were derived outside the U.S., and we
expect sales to non-U.S. customers to continue to represent a significant portion of our consolidated net revenues. Although we enter into currency exchange contracts to reduce our risk related to currency exchange fluctuations, changes in the
relative values of currencies occur from time to time and may, in some instances, have a significant effect on our results of operations. Because we do not hedge against all of our currency exposure, our business will continue to be susceptible to
currency fluctuations.

Furthermore, the reporting currency for our financial statements is the U.S. dollar. We have assets, liabilities, revenues and
expenses denominated in currencies other than the U.S. dollar. To prepare our consolidated financial statements, we must translate those assets, liabilities, revenues and expenses into U.S. dollars at the applicable exchange rates. Consequently,
increases and decreases in the value of the U.S. dollar versus other currencies will affect the amount of these items in our consolidated financial statements, even if their value has not changed in their original currency.

We are also a large buyer of steel and non-ferrous metals, as well as other commodities required for the manufacture of our products. Volatility in the prices of these
commodities could increase the costs of our products and services. We may not be able to pass on these costs to our customers and this could have a material adverse effect on our results of operations and cash flows. On a limited basis, we purchase
commodity derivatives which reduce the volatility of the commodity prices for supplier contracts where fixed pricing is not available.

Significant
shortages in the raw materials we use in our businesses and higher energy prices could increase our operating costs.

We rely on suppliers to
secure raw materials, particularly steel and non-ferrous metals, required for the manufacture of our products. A disruption in deliveries from our suppliers or decreased availability of raw materials or commodities could have an adverse effect on
our ability to meet our commitments to



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customers or increase our operating costs. We believe that available sources of supply will generally be sufficient for our needs for the foreseeable future.
Nonetheless, the unavailability of some raw materials may have an adverse effect on our results of operations or financial condition.

Additionally, we are
exposed to large fluctuations for the price of petroleum-based fuel due to the instability of current market prices. Higher energy costs increase our operating costs and the cost of shipping our products to customers around the world. Consequently,
sharp price increases, the imposition of taxes or an interruption of supply, could cause us to lose the ability to effectively manage the risk of rising fuel prices and may have an adverse effect on our results of operations or financial condition.

Changes in weather patterns and seasonal fluctuations may adversely affect certain segments of the Companys business and impact overall
results of operations.

Demand for certain segments of the Companys products and services is influenced by weather conditions. For instance,
Tranes sales have historically tended to be seasonally higher in the second and third quarters of the year because, in the U.S. and other northern hemisphere markets, summer is the peak season for sales of air conditioning systems and
services. Additionally, while there is demand for Tranes products and services throughout the year, a significant percentage of total sales are related to U.S. residential and commercial construction activity, which is generally higher in the
second and third quarters of the year. Therefore, results of any quarterly period may not be indicative of expected results for a full year and unexpected cool trends or unseasonably warm trends during the summer season could negatively or
positively affect certain segments of the Companys business and impact overall results of operations.

We face continuing risks relating to
compliance with the Foreign Corrupt Practices Act (FCPA)

On November 10, 2004, the Securities and Exchange Commission (SEC) issued an Order
directing that a number of public companies, including us, provide information relating to their participation in certain transactions under the United Nations Oil for Food Program. Upon receipt of the Order, we undertook a thorough review of
our participation in the Oil for Food Program and provided the SEC with information responsive to its investigation of our participation in the program. On October 31, 2007, we announced that we had reached settlements with the SEC and the
Department of Justice (DOJ) relating to certain payments made by our foreign subsidiaries in 2000-2003 in connection with the Oil for Food Program. Pursuant to the settlements with the SEC and DOJ, we have, among other things, (i) consented to
the entry of a civil injunction in the SEC action, (ii) entered into a three-year deferred prosecution agreement (DPA) with the DOJ, and (iii) agreed to implement improvements to our compliance program designed to enhance detection and
prevention of violations of the FCPA and other applicable anti-corruption laws. If the DOJ determines, in its sole discretion, that we have committed a federal crime or have otherwise breached the DPA during its three-year term, we may be subject to
prosecution for any federal criminal violation of which the DOJ has knowledge, including, without limitation, violations of the FCPA in connection with the Oil for Food Program. Breaches of the settlements with SEC and DOJ may also subject us to,
among other things, further enforcement actions by the SEC or the DOJ, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects and the market value of our stock. For a further
discussion of the settlements with the SEC and DOJ, see Legal Proceedings.

Furthermore, we have reported to the DOJ and SEC that we are
currently investigating certain matters involving Trane, including one relating to the Oil for Food Program, and which raise potential issues under the FCPA and other applicable anti-corruption laws. We have indicated to the SEC and DOJ that we are
conducting a thorough investigation of these matters and that we would report back to them with our findings. The investigation of these matters began in earnest promptly after our acquisition of Trane



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in June 2008 and is currently in progress. Previously, we had reported to the SEC and DOJ potential FCPA issues relating to one of our businesses in China,
and we have reported back to them and shared with them our audit report, which indicated no FCPA violations. These matters (and other matters which may arise or of which we become aware in the future) may be deemed to violate the FCPA and other
applicable anti-corruption laws. Such determinations could subject us to, among other things, further enforcement actions by the SEC or the DOJ (if, for example, the DOJ deems us to have violated the DPA), securities litigation and a general loss of
investor confidence, any one of which could adversely affect our business prospects and the market value of our stock.

Material adverse legal
judgments, fines, penalties or settlements could adversely affect our financial health.

We estimate that our available cash and our cash flow from
operations will be adequate to fund our operations for the foreseeable future. In making this estimate, we have not assumed the need to make any material payments in connection with any pending litigation or investigations. As required by generally
accepted accounting principles in the United States, we establish reserves based on our assessment of contingencies. Subsequent developments in legal proceedings, including current or future asbestos-related litigation, may affect our assessment and
estimates of the loss contingency recorded as a reserve and we may be required to make additional material payments, which could result in an adverse effect on our results of operations.

Such an outcome could have important consequences. For example, it could:



| |  |  | increase our vulnerability to general adverse economic and industry conditions;
| | - |  | -------------------------------------------------------------------------------



| |  |  | limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | restrict our ability to exploit business opportunities; and
| | - |  | -----------------------------------------------------------



| |  |  | make it more difficult for us to satisfy our payment obligations with respect to our outstanding indebtedness.
| | - |  | --------------------------------------------------------------------------------------------------------------

If the distribution of WABCOs shares by Trane on July 31, 2007 were to fail to qualify as tax-free for U.S. federal income tax purposes under
Section 355 of the Internal Revenue Code (the Code), then Trane may be required to pay U.S. federal income taxes as well as Tranes shareholders who received WABCO common stock in the distribution.

On July 31, 2007, Trane (then known as American Standard Companies Inc.) completed the spinoff of its vehicle control systems business into a new publicly traded
company named WABCO. At the time, Trane received a private letter ruling from the Internal Revenue Service (IRS) substantially to the effect that the distribution qualified as tax-free for U.S. federal income tax purposes under Section 355 of
the Code. In addition, Trane received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Trane, substantially to the effect that the distribution will qualify as tax-free to Trane, WABCO and Trane shareholders under
Section 355 and related provisions of the Code. The ruling and opinion were based on, among other things, certain assumptions as well as on the accuracy of certain factual representations and statements made by WABCO and Trane. In rendering its
ruling, the IRS also relied on certain covenants that Trane and WABCO entered into, including the adherence to certain restrictions on WABCOs and Tranes future actions.

In connection with our acquisition of Trane in June 2008, we received an opinion of Simpson Thacher & Bartlett LLP, tax counsel to us, substantially to the effect that the distribution should continue to
qualify



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as tax-free to Trane, WABCO and Trane shareholders under Section 355 and related provisions of the Code. Notwithstanding receipt by Trane and us of the
private letter ruling as well as the opinions of counsel, there can be no assurance that the IRS will not later assert that the distribution should be treated as a taxable transaction.

If the distribution fails to qualify for tax-free treatment, then Trane would recognize a gain in an amount equal to the excess of (i) the fair market value of WABCOs common stock distributed to the Trane
shareholders over (ii) Tranes tax basis in such common stock. Under the terms of the Tax Sharing Agreement, in the event the distribution were to fail to qualify as a tax-free reorganization and such failure was not the result of actions
taken after the distribution by Trane or any of its subsidiaries or shareholders, WABCO would be responsible for all taxes imposed on Trane as a result thereof. In addition, each Trane shareholder who received WABCO common stock in the distribution
generally would be treated as having received a taxable distribution in an amount equal to the fair market value of WABCOs common stock received (including any fractional share sold on behalf of the shareholder), which would be taxable as a
dividend to the extent of the shareholders ratable share of Tranes current and accumulated earnings and profits at the time (as increased to reflect any current income including any gain recognized by Trane on the taxable distribution).
The balance, if any, of the distribution would be treated as a nontaxable return of capital to the extent of the Trane shareholders tax basis in its Trane stock, with any remaining amount being taxed as capital gain.

Risks Relating to Our Reorganization as a Bermuda Company

The
reorganization exposed us and our shareholders to the risks described below. In addition, we cannot be assured that all of the anticipated benefits of the reorganization will be realized.

Changes in tax laws, changes in our status under U.S. or other tax laws or adverse determinations by taxing authorities could increase our tax burden or otherwise
affect our financial condition or operating results, as well as subject our shareholders to additional taxes.

The realization of any tax benefit
related to our reorganization could be impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by the IRS or any other tax authority. From time to time, proposals have been made and/or
legislation has been introduced to change the U.S. tax law that if enacted could increase our tax burden and could have a material adverse impact on our financial condition and results of operations. For instance, recent legislative proposals would
broaden the circumstances under which we would be considered a U.S. resident, which would significantly diminish the realization of any tax benefit related to our reorganization. Other legislative proposals could override certain tax treaties and
limit the treaty benefits on certain payments by our U.S. subsidiaries to our non-U.S. affiliates, which would adversely affect our effective tax rate. We cannot predict the outcome of any specific legislation. While we are currently monitoring
these proposals and are investigating all options, we could still be subject to increased U.S. taxation on a going forward basis no matter what action we undertake if certain legislative proposals are enacted and/or certain tax treaties are amended.

While our U.S. operations are subject to U.S. tax, we believe that a significant portion of our non-U.S. operations are generally not subject to U.S. tax
other than withholding taxes. Our conclusions are based on, among other things, our determination that we, and a significant portion of our foreign subsidiaries, are not currently controlled foreign corporations (CFC) within the meaning of the
U.S. tax laws, although the IRS or a court may not concur with our conclusions. A non-U.S. corporation, such as us, will constitute a CFC for U.S. federal income tax purposes if certain ownership criteria are met. If the IRS or a court determined
that we (or any of our non-U.S. subsidiaries) were a CFC, then each of our



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U.S. shareholders who own (directly, indirectly, or constructively) 10% or more of the total combined voting power of all classes of our stock (or the stock
of any of our non-U.S. subsidiaries) on the last day of the applicable taxable year (a 10% U.S. Voting Shareholder) would be required to include in gross income for U.S. federal income tax purposes its pro rata share of our subpart F and
other similar types of income (and the subpart F and other similar types of income of any of our subsidiaries determined to be a CFC) for the period during which we (and our non-U.S. subsidiaries) were a CFC. In addition, gain on the sale of our
shares realized by such a shareholder may be treated as ordinary income to the extent of the shareholder's proportionate share of our and our CFC subsidiaries' undistributed earnings and profits accumulated during the shareholder's holding period of
the shares while we (or any of our non-U.S. subsidiaries) are a CFC. Treatment of us or any of our non-U.S. subsidiaries as a CFC could have a material adverse impact on our financial condition and results of operations.

On July 20, 2007, we, and our consolidated subsidiaries, received a notice from the IRS containing proposed adjustments to our consolidated subsidiaries tax
filings in connection with an audit of the 2001 and 2002 tax years. The IRS did not contest the validity of our reincorporation in Bermuda. The most significant adjustments proposed by the IRS involve treating the entire intercompany debt incurred
in connection with our 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.
Proposed adjustments on this issue, if upheld in their entirety, would result in additional taxes with respect to the 2002 tax year of approximately $190 million plus interest and would require us to record additional charges associated with this
matter. For a further discussion of the IRS audit, see Legal Proceedings and Note 19 to the consolidated financial statements.

We strongly
disagree with the view of the IRS and are vigorously contesting these proposed adjustments. Although the outcome of this matter cannot be predicted with certainty, based upon an analysis of the strength of our position, we believe that we have
adequately reserved for this matter. At this time, the IRS has not yet begun their examination of our consolidated subsidiaries tax filings for years subsequent to the 2002 tax year. We believe it likely, if the above adjustments or a portion
of such adjustments by the IRS are ultimately sustained, that these adjustments will also affect subsequent tax years.

As noted above, the IRS did not
contest the validity of our reincorporation in Bermuda in the above-mentioned notice. We believe that neither we nor our consolidated subsidiary IR-New Jersey will incur significant U.S. federal income or withholding taxes as a result of the
transfer of the shares of our subsidiaries that occurred as part of the reorganization. However, we cannot give any assurances that the IRS will agree with our determination.

The inability to realize any anticipated tax benefits related to our reorganization, discussed above in this section Risks Relating to our Reorganization as a Bermuda Company, could have a material adverse
impact on our financial condition and results of operations.

Legislation regarding U.S. companies which reincorporate or have reincorporated outside
the U.S. could adversely affect us and our subsidiaries.

The U.S. federal government and various states and municipalities have enacted or may
enact legislation intended to deny government contracts to U.S. companies that reincorporate outside of the U.S. or have reincorporated outside of the U.S.

For instance, the Homeland Security Act of 2002, as amended, includes a provision that prohibits inverted domestic corporations and their subsidiaries from entering into contracts with the Department



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of Homeland Security. In addition, the State of California adopted legislation intended to limit the eligibility of certain non-U.S. chartered companies to
participate in certain state contracts. More recently, the 2008 Consolidated Appropriations Act, which became effective in December 2007, prohibits any federal government agency from using funds appropriated by Congress for fiscal year 2008 to pay
an inverted domestic corporation or any of its subsidiaries for work performed or products provided under certain federal contracts (Affected Contracts). Although the amount of monies already paid to us or to be paid to us under the
Affected Contracts is not material to the Company, we cannot provide any assurance that the impact of future actions taken by the government in this area will not be materially adverse to our operations.

Bermuda law differs from the laws in effect in the United States and may afford less protection to holders of our securities.

We are organized under the laws of Bermuda. It may not be possible to enforce court judgments in Bermuda that are obtained in the U.S. against us or our directors or
officers in Bermuda based on the civil liability provisions of the U.S. federal or state securities laws. We have been advised that the U.S. and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of
judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not
automatically be enforceable in Bermuda.

In addition, as a result of Bermuda law, it would be difficult for a holder of our securities to effect service
of process within the United States. However, we have irrevocably agreed that we may be served with process with respect to actions based on offers and sales of securities made in the United States by having Ingersoll-Rand Company, 155 Chestnut
Ridge Road, Montvale, New Jersey 07645, be our U.S. agent appointed for that purpose.

Bermuda companies are governed by the Companies Act 1981 of Bermuda,
which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions, shareholder lawsuits and indemnification.
Under Bermuda law, the duties of directors and officers of a Bermuda company are generally owed to the company only. Shareholders of Bermuda companies do not generally have rights to take action against directors or officers of the company, and may
only do so in limited circumstances. Under Bermuda law, a company may also agree to indemnify directors and officers for any personal liability, not involving fraud or dishonesty, incurred in relation to the company. Thus, our shareholders may have
more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the U.S.



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Item 1B.UNRESOLVED STAFF COMMENTS

None.

Item 2.PROPERTIES

As of
December 31, 2008, we owned or leased a total of approximately 22.1 million square feet of space worldwide. Manufacturing and assembly operations are conducted in 47 plants in the United States; 28 plants in Europe; 18 plants in Asia; 10
plants in Latin America; and 1 plant in Canada. We also maintain various warehouses, offices and repair centers throughout the world.

Substantially all
plant facilities are owned by us with the remainder under long-term lease arrangements. We believe that our plants have been well maintained, are generally in good condition and are suitable for the conduct of our business. At December 31,
2008, we were productively utilizing the majority of the space in our facilities.

The locations by segment of our major manufacturing facilities at
December 31, 2008 were as follows:



|                                      |  |                             |  |                  
|------------------------------------- |  | --------------------------- |  | -----------------
|Air Conditioning Systems and Services
|Americas                              |  | Europe, Middle East, Africa |  | Asia Pacific     
|Parana, Brazil                        |  | Charmes, France             |  | Guang Dong, China
|Monterrey, Mexico                     |  | Golbey, France              |  | Taicang, China   
|Fort Smith, Arkansas                  |  |                             |  | Taipei, Taiwan   
|Pueblo, Colorado                      |  |                             |  |                  
|Lynn Haven, Florida                   |  |                             |  |                  
|Macon, Georgia                        |  |                             |  |                  
|Vidalia, Georgia                      |  |                             |  |                  
|Lexington, Kentucky                   |  |                             |  |                  
|Trenton, New Jersey                   |  |                             |  |                  
|Columbia, South Carolina              |  |                             |  |                  
|Clarksville, Tennesse                 |  |                             |  |                  
|Tyler, Texas                          |  |                             |  |                  
|La Crosse, Wisconsin                  |  |                             |  |                  



|                             |  |                             |  |                      
|---------------------------- |  | --------------------------- |  | ---------------------
|Climate Control Technologies
|Americas                     |  | Europe, Middle East, Africa |  | Asia Pacific         
|Londrina, Brazil             |  | Kolin, Czech Republic       |  | Luoyang, China       
|Monterrey, Mexico            |  | Galway, Ireland             |  | Shenzen, China       
|Mexico City, Mexico          |  | Barcelona, Spain            |  | Suzhou, China        
|Arecibo, Puerto Rico         |  | Pamplona, Spain             |  | Tauranga, New Zealand
|Chino, California            |  | Peralta, Spain              |  |                      
|Louisville, Georgia          |  |                             |  |                      
|Suwanee, Georgia             |  |                             |  |                      
|Minneapolis, Minnesota       |  |                             |  |                      
|Bridgeton, Missouri          |  |                             |  |                      
|Hastings, Nebraska           |  |                             |  |                      



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|                           |  |                             |  |                 
|-------------------------- |  | --------------------------- |  | ----------------
|Industrial
Technologies   
|Americas                   |  | Europe, Middle East, Africa |  | Asia Pacific    
|Montreal, Canada           |  | Douai, France               |  | Changzhou, China
|Augusta, Georgia           |  | Wasquehal, France           |  | Guanbxi, China  
|Campbellsville, Kentucky   |  | Oberhausen, Germany         |  | Nanjing, China  
|Madison Heights, Michigan  |  | Fogliano Redipuglia, Italy  |  | Shanghai, China 
|Rochester Hills, Michigan  |  | Vignate, Italy              |  | Ahmadabad, India
|Mocksville, North Carolina |  | Pavlovo, Russia             |  | New Delhi, India
|Athens, Pennsylvania       |  |                             |  |                 
|West Chester, Pennsylvania |  |                             |  |                 
|Seattle, Washington        |  |                             |  |                 



|                      |  |                             |  |                      
|--------------------- |  | --------------------------- |  | ---------------------
|Security
Technologies
|Americas              |  | Europe, Middle East, Africa |  | Asia Pacific         
|Ensenada, Mexico      |  | Feuquieres, France          |  | Shanghai, China      
|Tecate, Mexico        |  | Renchen, Germany            |  | Auckland, New Zealand
|Tijuana, Mexico       |  | Monsampolo, Italy           |  |                      
|San Jose, California  |  | Duzce, Turkey               |  |                      
|Security, Colorado    |  |                             |  |                      
|Princeton, Illinois   |  |                             |  |                      
|Indianapolis, Indiana |  |                             |  |                      
|Cincinnati, Ohio      |  |                             |  |                      
|Caracas, Venezuela    |  |                             |  |                      

Item 3.     LEGAL PROCEEDINGS

In the normal course of business, we are 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 our opinion, pending legal matters are not expected to have a material adverse effect on the results of operations, financial
condition, liquidity or cash flows.

Oil for Food Program and Foreign Corrupt Practices Act (FCPA) matters

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
(DPA) with the DOJ. Under both settlements, the Company has implemented and will continue to 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



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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 which resulted in charges being filed against that subsidiary. Such transactions had previously been reported to the SEC and
DOJ. At a December 12, 2008 hearing, all charges against the subsidiary were dismissed.

Additionally, we have reported to the DOJ and SEC that we are
currently investigating certain matters involving Trane, including one relating to the Oil for Food Program, and which raise potential issues under the FCPA and other applicable anti-corruption laws. We have indicated to the SEC and DOJ that we are
conducting a thorough investigation of these matters and that we would report back to them with our findings. The investigation of these matters began in earnest promptly after our acquisition of Trane in June 2008 and is currently in progress.
Previously, we had reported to the SEC and DOJ potential FCPA issues relating to one of our businesses in China, and we have reported back to them and shared our audit report, which indicated no FCPA violations. These matters (and other matters
which may arise or of which we become aware in the future) may be deemed to violate the FCPA and other applicable anti-corruption laws. Such determinations could subject us to, among other things, further enforcement actions by the SEC or the DOJ
(if, for example, the DOJ deems us to have violated the DPA), securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects and the market value of our stock.

The European Commission Investigation

In November 2004, Trane was
contacted by the European Commission as part of a multi-company investigation into possible infringement of European Union competition law relating to the distribution of bathroom fixtures and fittings in certain European countries. On
March 28, 2007, Trane, along with a number of other companies, received a Statement of Objections from the European Commission. The Statement of Objections, an administrative complaint, alleges infringements of European Union competition rules
by numerous bathroom fixture and fittings companies, including Trane and certain of its European subsidiaries engaged in the Bath and Kitchen business. Certain of these legal entities were transferred to WABCO as part of a legal reorganization in
connection with the spinoff of Tranes Vehicle Control Systems business that occurred on July 31, 2007. Trane and certain of its subsidiaries and, in light of that legal reorganization, certain of WABCOs subsidiaries will be jointly
and severally liable for any fines that result from the investigation. However, pursuant to an Indemnification and Cooperation Agreement among Trane and certain other parties (Indemnification Agreement), American Standard Europe BVBA (renamed WABCO
Europe BVBA) (WABCO Europe), which is a subsidiary of WABCO following the reorganization, will be responsible for, and will indemnify Trane and its subsidiaries (including certain subsidiaries formerly engaged in the Bath and Kitchen business) and
their respective affiliates against, any fines related to this investigation. Trane and the charged subsidiaries responded to the European Commission on August 1, 2007 and July 31, 2007, respectively. A hearing with the European Commission
regarding the response to the Statement of Objections was conducted from November 12-14, 2007, in Brussels. WABCO Europe and other former Trane subsidiaries participated in the hearing. Trane, however, did not participate in the hearing.

In 2006, the European Commission adopted new fining guidelines (2006 Guidelines) and stated its intention to apply these guidelines in all cases in which
a Statement of Objections is issued after September 2006. In applying the 2006 Guidelines, the Commission retains considerable discretion in calculating the fine although the European Union regulations provide for a cap on the maximum fine equal to
ten percent of Tranes worldwide revenue attributable to all of its products for the fiscal year prior to the year in which the fine is imposed. If the maximum fine is levied in 2009, the total liability could be approximately $1.1 billion
based on Tranes last full fiscal year of worldwide revenue, subject



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to a probable reduction for leniency of at least 20 percent provided WABCO Europe, as the leniency applicant, fulfilled all conditions set forth in
the European Commissions leniency notice. WABCO has stated in its Form 10-K for the fiscal year ended December 31, 2008 that its ability to satisfy its obligations under the Indemnification Agreement is contingent on its funding
capability at the time of the fine, which could be affected by, among other things, its ability to access its then existing credit facilities, its ability to obtain alternative sources of financing, its ability to obtain some payment relief from the
European Commission or its ability to obtain a suspension of the payment obligation from the European Court of First Instance.

Tax Related Matters

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. The Company has and intends to continue 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. For a further discussion of tax matters, see Note 19 to the consolidated
financial statements.

Asbestos Related 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 either Ingersoll Rand Company (IR-New Jersey) or Trane and generally allege injury caused by exposure to asbestos contained in certain historical products sold by IR-New Jersey or Trane, primarily
pumps, boilers and railroad brake shoes. Neither IR-New Jersey nor Trane was a producer or manufacturer of asbestos, however, some formerly manufactured products utilized asbestos-containing components such as gaskets and packings purchased from
third-party suppliers.

See also the discussion under Part II, Item 7, Managements Discussion and Analysis of Financial Condition and Results of
Operations, Environmental and Asbestos Matters and also Note 22 to the consolidated financial statements.



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Item 4.SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Companys security holders during the last quarter of its fiscal year
ended December 31, 2008.

Executive Officers of the Registrant

Pursuant to the General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of February 25, 2008 is included as an unnumbered item in Part I of this report in lieu of being
included in the Company's proxy Statement for its 2008 Annual General Meeting of Shareholders.



|                          |  |                                      |  |                                                                                                                                                                                                                                           
|------------------------- |  | ------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name and Age              |  | Date ofService asan ExecutiveOfficer |  | Principal Occupation andOther Information for Past Five Years                                                                                                                                                                             
|Herbert L. Henkel (60)    |  | 4/5/1999                             |  | Chairman of Board and Chief Executive Officer (since October 1999)                                                                                                                                                                        
|                          |  |                                      |  |                                                                                                                                                                                                                                           
|Michael W. Lamach (45)    |  | 2/16/2004                            |  | President and Chief Operating Officer (since February 2009); Senior Vice President and President, Trane Commercial (2008-2009); Senior Vice President and President, Security Technologies
(2004-2008)                                    
|                          |  |                                      |  |                                                                                                                                                                                                                                           
|Steven R. Shawley (56)    |  | 8/1/2005                             |  | Senior Vice President and Chief Financial Officer (since June 2008); Senior Vice President and President, Climate Control Technologies (2005-2008); President Climate Control Americas
(2003-2005)                                        
|                          |  |                                      |  |                                                                                                                                                                                                                                           
|Marcia J. Avedon (47)     |  | 2/7/2007                             |  | Senior Vice President, Human Resources and Communication (since February 2007); Merck & Co., Inc., Senior Vice President, Human Resources (2003-2006)                                                                                     
|                          |  |                                      |  |                                                                                                                                                                                                                                           
|James R. Bolch (51)       |  | 10/16/2005                           |  | Senior Vice President and President, Industrial Technologies Sector (since October 2005); Schindler Elevator Corporation, Executive Vice President, Service Business
(2004-2005)                                                          
|                          |  |                                      |  |                                                                                                                                                                                                                                           
|William B. Gauld (55)     |  | 10/2/2006                            |  | Senior Vice President, Enterprise Services (since October 2006); Principal, The W Group (2005-2006); Pearson, plc, Chief Information Officer (2001-2005)                                                                                  
|                          |  |                                      |  |                                                                                                                                                                                                                                           
|Steven B. Hochhauser (47) |  | 6/16/2008                            |  | President, Security Technologies (since June 2008); Johns Manville, Chairman, President and Chief Executive Officer (2004-2007) and Chief Operating Officer (2002-2004)                                                                   
|                          |  |                                      |  |                                                                                                                                                                                                                                           
|Patricia Nachtigal (62)   |  | 11/2/1988                            |  | Director (since January 1, 2002); Senior Vice President and General Counsel (since November 1988)                                                                                                                                         
|                          |  |                                      |  |                                                                                                                                                                                                                                           
|David R. Pannier (58)     |  | 6/5/2008                             |  | President, Trane Residential (since June 2008); Trane Inc., President, Trane Residential (2002-2008)                                                                                                                                      
|                          |  |                                      |  |                                                                                                                                                                                                                                           
|Didier Teirlinck (52)     |  | 6/4/2008                             |  | President, Climate Control Technologies (since June 2008); President, Climate Control Europe (2005-2008); President, Volvo Equipment (2000-2005)                                                                                          
|                          |  |                                      |  |                                                                                                                                                                                                                                           
|Richard J. Weller (52)    |  | 9/8/2008                             |  | Vice President and Controller (since September 2008); Vice President, Finance (June-September 2008); Vice President, Finance, Security Technologies Sector (2005-2008); Textron Inc., Vice
President, Finance, Shared Services (2002-2005)

No family relationship exists between any of the above-listed executive officers of the Company. All officers are
elected to hold office for one year or until their successors are elected and qualified.



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PART II



|        |  |                                                                                                             
|------- |  | ------------------------------------------------------------------------------------------------------------
|Item 5. |  | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Information regarding the principal market for our common shares and related shareholder matters is as follows:

Our Class A common shares are traded on the New York Stock Exchange under the symbol IR. As of February 20, 2009, the approximate number of
record holders of Class A common shares was 7,102. The high and low sales price per share and the dividend paid per share for the following periods were as follows:



|               |  |   |               |  |   |       |  |   |         
|-------------- |  | - | ------------- |  | - | ----- |  | - | --------
|               |  |   | Common shares
|2008           |  |   | High          |  |   | Low   |  |   | Dividend
|First quarter  |  | $ | 46.57         |  | $ | 34.46 |  | $ | 0.18    
|Second quarter |  |   | 46.84         |  |   | 36.54 |  |   | 0.18    
|Third quarter  |  |   | 41.14         |  |   | 29.18 |  |   | 0.18    
|Fourth quarter |  |   | 30.60         |  |   | 11.75 |  |   | 0.18    
|               |  |   |              
|2007           |  |   |               |  |   |       |  |   |         
|First quarter  |  | $ | 45.62         |  | $ | 38.25 |  | $ | 0.18    
|Second quarter |  |   | 56.63         |  |   | 43.39 |  |   | 0.18    
|Third quarter  |  |   | 56.66         |  |   | 44.52 |  |   | 0.18    
|Fourth quarter |  |   | 55.94         |  |   | 42.94 |  |   | 0.18    

The Bank of New York Mellon (BNY Mellon Shareowner Services, P.O. Box 358015, New York, NY 15252-8015,
(800) 507-9357) is our transfer agent, registrar and dividend reinvestment agent.

Future dividends on our Class A common shares, if any, will be
at the discretion of our Board of Directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that the Board of Directors may deem
relevant, as well as our ability to pay dividends in compliance with the Bermuda Companies Act. This Act regulates the payment of dividends and the making of distributions from contributed surplus. We may not declare or pay a dividend, or make a
distribution out of contributed surplus, if there are reasonable grounds for believing that: (i) we are, or would be after the payment, unable to pay our liabilities as they become due; or (ii) the realizable value of our assets would
thereby be less than the aggregate of our liabilities and issued share capital and share premium accounts.

Information regarding equity compensation plans
required to be disclosed pursuant to this Item is incorporated by reference from our definite Proxy Statement for the Annual General Meeting of Shareholders.

Shares of IR-Limited owned by a subsidiary are treated as treasury stock and are recorded at cost on the balance sheet. During 2008, we issued 45.4 million IR-Limited Class A common shares to fund the equity portion of the
consideration paid for the Trane acquisition. During 2007, we repurchased 39.7 million Class A common shares at a cost $1,999.9 million under our existing $4 billion share repurchase program. During 2006, we completed our prior $2 billion
share repurchase program by repurchasing 27.7 million Class A common shares at a cost of $1,096.3 million.



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Total share repurchases for the year ended December 31, 2008 are as follows:



|                        |  |                                       |  |                            |  |                                                                                |  |   |                                                                                         
|----------------------- |  | ------------------------------------- |  | -------------------------- |  | ------------------------------------------------------------------------------ |  | - | ----------------------------------------------------------------------------------------
|Period                  |  | Total numberof sharespurchased(000s) |  | Averageprice paidper share |  | Total number ofshares purchasedas part of thepublicly announcedprogram
(000s) |  |   | Approximate dollarvalue of shares stillavailable to bepurchased underthe
program($000s)
|01/01/2008 - 03/31/2008 |  | -                                     |  | -                          |  | -                                                                              |  | $ | 2,000,100                                                                               
|04/01/2008 - 06/30/2008 |  | 45.2                                  |  | 43.83                      |  | 45.2                                                                           |  |   | 1,998,120                                                                               
|07/01/2008 - 09/30/2008 |  | -                                     |  | -                          |  | -                                                                              |  |   | 1,998,120                                                                               
|10/01/2008 - 12/31/2008 |  | -                                     |  | -                          |  | -                                                                              |  |   | 1,998,120                                                                               
|Total                   |  | 45.2                                  |  |                            |  | 45.2                                                                           |  |   |                                                                                         

Performance Graph

The following graph compares the cumulative total shareholder return on our Class A common shares with the cumulative total return on (i) the Standard & Poors 500 Stock Index, (ii) the Standard &
Poors 500 Industrial Machinery Index, and (iii) the Standard & Poors 500 Industrial Index for the five years ended December 31, 2008. The graph assumes an investment of $100 in our Class A common shares, the
Standard & Poors 500 Stock Index, the Standard & Poors 500 Industrial Machinery Index, and the Standard & Poors 500 Industrial Index on December 31, 2003 and assumes the reinvestment of dividends.

We are including a new index, the Standard & Poors 500 Industrial Index, in the graph this year because we have significantly changed our
business portfolio over the past three years. During this period, we have divested heavy machinery and construction-related businesses, which focused on original equipment revenues and were more affected by cyclical market behavior. With the
acquisition of Trane, our businesses are more focused on replacement and recurring revenue markets. Consequently, while we are a member of both the Standard & Poors 500 Industrial Machinery Index and the Standard &
Poors 500 Industrial Index, we believe that a comparison of our performance to the Standard & Poors 500 Industrial Index is a more appropriate measure.



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LOGO



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Item 6.      SELECTED FINANCIAL DATA

In millions, except per share amounts:



|                                             |  |      |          |   |      |   |          |  |      |          |      |   |          |  |   |         
|-------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- |  | ---- | -------- | ---- | - | -------- |  | - | --------
|At and for the years ended December 31,      |  | 2008 |          |   | 2007 |   | 2006     |  | 2005 |          | 2004
|                                             |  |      |          |   |     
|Net revenues                                 |  | $    | 13,227.4 |   |      | $ | 8,763.1  |  | $    | 8,033.7  |      | $ | 7,263.7  |  | $ | 6,663.2 
|                                             |  |      |          |   |     
|Earnings (loss) from continuing operations   |  |      | (2,567.4 | ) |      |   | 733.1    |  |      | 765.0    |      |   | 731.8    |  |   | 554.2   
|                                             |  |      |          |   |     
|Earnings (loss) from discontinued operations |  |      | (57.4    | ) |      |   | 3,233.6  |  |      | 267.5    |      |   | 322.4    |  |   | 664.5   
|                                             |  |      |          |   |     
|Total assets                                 |  |      | 20,924.5 |   |      |   | 14,376.2 |  |      | 12,145.9 |      |   | 11,756.4 |  |   | 11,414.6
|                                             |  |      |          |   |     
|Total debt                                   |  |      | 5,124.1  |   |      |   | 1,453.7  |  |      | 1,984.6  |      |   | 2,117.0  |  |   | 1,880.4 
|                                             |  |      |          |   |     
|Shareholders equity                         |  |      | 6,661.4  |   |      |   | 7,907.9  |  |      | 5,404.8  |      |   | 5,761.9  |  |   | 5,733.8 
|                                             |  |      |          |   |     
|Basic earnings (loss) per common share:      |  |      |          |   |      |   |          |  |      |          |      |   |          |  |   |         
|Continuing operations                        |  | $    | (8.54    | ) |      | $ | 2.52     |  | $    | 2.39     |      | $ | 2.17     |  | $ | 1.60    
|Discontinued operations                      |  |      | (0.19    | ) |      |   | 11.12    |  |      | 0.84     |      |   | 0.95     |  |   | 1.92    
|                                             |  |      |          |   |     
|Diluted earnings (loss) per common share:    |  |      |          |   |      |   |          |  |      |          |      |   |          |  |   |         
|Continuing operations                        |  | $    | (8.54    | ) |      | $ | 2.48     |  | $    | 2.37     |      | $ | 2.14     |  | $ | 1.58    
|Discontinued operations                      |  |      | (0.19    | ) |      |   | 10.95    |  |      | 0.83     |      |   | 0.95     |  |   | 1.89    
|                                             |  |      |          |   |     
|Dividends per common share                   |  | $    | 0.72     |   |      | $ | 0.72     |  | $    | 0.68     |      | $ | 0.57     |  | $ | 0.44    



|1. | Earnings and dividends per common share amounts have been restated to reflect a two-for-one stock split that occurred in August 2005.
|-- | -------------------------------------------------------------------------------------------------------------------------------------



|2. | 2006  2004 amounts have been restated to reflect Compact Equipment and the Road Development business unit as discontinued operations.
|-- | --------------------------------------------------------------------------------------------------------------------------------------



|3. | 2008 amounts include the results of Trane since the acquisition date (June 5, 2008 through December 31, 2008).
|-- | --------------------------------------------------------------------------------------------------------------



|4. | 2008 Earnings (loss) from continuing operations include an after-tax, non-cash asset impairment charge of $3.4 billion that was recognized in the fourth quarter.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



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|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|Item 7. |  | 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 Item 1A. Risk Factors in this Annual Report on Form 10-K. 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 Annual Report.

Overview

Organization

Ingersoll-Rand Company Limited (IR-Limited), a Bermuda company, and its consolidated subsidiaries (we, our, the
Company) is a diversified, global company that provides products, services and solutions to enhance the quality and comfort of air in homes and buildings, transport and protect food and perishables, secure homes and commercial properties, and
increase industrial productivity and efficiency. Our business segments consist of Air Conditioning Systems and Services, Climate Control Technologies, Industrial Technologies and Security Technologies, each with strong brands and leading positions
within their respective markets. 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®, Thermo King® and Trane®.

We are dedicated to inspiring progress for our customers, shareholders, employees and communities by achieving:



| |  |  | Dramatic Growth, by focusing on innovative solutions for our customers;
| | - |  | -----------------------------------------------------------------------



| |  |  | Operational Excellence, by pursuing continuous improvement in all of our operations; and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | Dual Citizenship, by bringing together the talents of all Ingersoll Rand people to leverage the capabilities of our global enterprise.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------

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. In addition, our acquisition strategy has helped deliver more consistent revenue and earnings performance across all phases of the economic cycle. Aside from our portfolio
transformation, 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. 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 our consolidated operating results.

The recent extreme volatility and disruption of financial markets in the United States, Europe and Asia have contributed to weakening worldwide economic
conditions. As a result, we have seen weaker



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demand for many of our products and services during the second half of 2008. In addition, the uncertainty related to the cost and availability of credit has
further depressed the overall business climate. Our revenues from continuing operations for 2008 increased 50.9% compared with 2007, primarily associated with the acquisition of Trane Inc. (Trane). Excluding the results of Trane, our revenues from
continuing operations for 2008 increased less than 1% compared with 2007.

Despite the increasingly challenging economic environment, we continue to
execute our business strategy. The divestiture of both Compact Equipment and the Road Development business unit in 2007, in addition to the acquisition of Trane in 2008, has enabled us to become more balanced across the products we offer. In
addition, our current enterprise-wide restructuring actions initiated in the fourth quarter of 2008 are designed to streamline the footprint of our manufacturing facilities and reduce our general and administrative cost base.

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.

For 2009, we expect current market conditions continuing to negatively affect our financial results. Declining markets in North America and Western Europe partially
offset by slight to moderate growth in the developing economies of Eastern Europe, Asia and Latin America will have a negative impact. In addition, with more than 40% of our revenues generated outside of the U.S., the recent appreciation of the U.S.
dollar against most major currencies could negatively impact our 2009 revenue.

Despite the current economic turmoil, we have a solid foundation of global
brands and leading market shares in all of our major product lines. In addition, our growing geographic and industry diversity coupled with our large installed product base provides growth opportunities within our service, parts and replacement
revenue streams.

Acquisition of Trane

At the
close of business on June 5, 2008 (the Acquisition Date), we completed the acquisition of 100% of the outstanding common shares of Trane. Trane, previously named American Standard Companies Inc., provides systems and services that enhance the
quality and comfort of the air in homes and buildings around the world. Tranes systems and services have leading positions in premium commercial, residential, institutional and industrial markets, a reputation for reliability, high quality and
product innovation and a powerful distribution network. Tranes 2007 annual revenues were $7.5 billion.

We paid a combination of (i) 0.23 of an
IR-Limited Class A common share and (ii) $36.50 in cash, without interest, for each outstanding share of Trane common stock. The total cost of the acquisition was approximately $9.6 billion, including change in control payments and direct
costs of the transaction. We financed the cash portion of the acquisition with a combination of cash on hand, commercial paper and a 364-day senior unsecured bridge loan facility.



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The components of the purchase price were as follows:



|                                                                                             |  |   |    
|-------------------------------------------------------------------------------------------- |  | - | ---
|In billions                                                                                  |  |   |    
|Cash consideration                                                                           |  | $ | 7.3
|Stock consideration (Issuance of 45.4 million IR-Limited Class A common shares)              |  |   | 2.0
|Estimated fair value of Trane stock options converted to 7.4million IR-Limited stock options |  |   | 0.2
|Transaction costs                                                                            |  |   | 0.1
|Total                                                                                        |  | $ | 9.6

As a result of the acquisition, the results of the operations of Trane have been included in the statement of
financial position at December 31, 2008 and the consolidated statements of operations and cash flows since the Acquisition Date. For further details on the acquisition of Trane, see Note 3 to the consolidated financial statements.

Significant events in 2008

As discussed in Acquisition of
Trane above, on June 5, 2008, we acquired 100% of the outstanding common shares of Trane for approximately $9.6 billion.

In August 2008, we filed a
universal shelf registration statement with the Securities and Exchange Commission (SEC) for an indeterminate amount of securities for future issuance and issued $1.6 billion of long-term debt pursuant to the shelf registration statement. This
issuance consisted of $250 million Senior Floating Rate Notes due in 2010, $600 million 6.000% Senior Notes due in 2013 and $750 million 6.875% Senior Notes due in 2018. These notes are fully and unconditionally guaranteed by IR-Limited, which
directly owns 100% of the subsidiary issuer, IR Global Holding Company Limited. The net proceeds from the offering were used to partially reduce the amount outstanding under the senior unsecured bridge loan facility, which had a balance of $754
million at December 31, 2008.

In October 2008, we announced plans to initiate enterprise-wide restructuring actions. These actions include
streamlining the footprint of manufacturing facilities and reducing the general and administrative cost base. Projected costs will approximate $110 million. As of December 31, 2008, we have incurred $71 million of costs associated with this
restructuring.

In the fourth quarter of 2008, we tested goodwill and other indefinite-lived intangible assets for impairment. As a result of decreased
global equity valuations, the tightening of industrial and retail end markets and a resulting decline in our 2009 projected financial performance, we incurred a non-cash pre-tax impairment charge of $3,710.0 million, $3,385.0 million after-tax.

Significant events in 2007

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. Compact Equipment manufactured and sold 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. We are currently in the process of resolving the final purchase price adjustments with Doosan Infracore.

On
April 30, 2007, we completed the sale of our Road Development business unit to AB Volvo (publ) for cash proceeds of approximately $1.3 billion. The Road Development business unit manufactured and sold asphalt paving equipment, compaction
equipment, milling machines and construction-related material handling equipment.



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During the fourth quarter of 2007, we recorded a non-cash charge to earnings of discontinued operations of $449 million
($277 million after-tax) relating to the company's liability for all pending and estimated future asbestos claims through 2053. This charge resulted from an increase in our recorded liability for asbestos claims by $538 million, from $217 million to
$755 million, offset by a corresponding $89 million increase in our recorded asset for probable asbestos-related insurance recoveries, from $161 million to $250 million at December 31, 2007. For a further discussion of asbestos matters, see
Note 22 to the consolidated financial statements.

On July 20, 2007, the Company and its consolidated subsidiaries received a notice from the Internal
Revenue Service (IRS) containing proposed adjustments to the Companys tax filings in connection with an audit of the 2001 and 2002 tax years. The IRS did not contest the validity of the Companys reincorporation in Bermuda. The most
significant adjustments proposed by the IRS involve treating the 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. The Company has and intends to continue 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. See Note 19 to the consolidated financial statements for a further discussion of tax matters.

During 2007, we
repurchased 39.7 million Class A common shares at a cost $1,999.9 million under our existing $4 billion share repurchase program. This repurchase program was originally authorized by the Board of Directors in December 2006 to repurchase up
to $2 billion and subsequently expanded to $4 billion in May 2007.

Significant Events in 2006

During 2006, we completed our original $2 billion share repurchase program by repurchasing 27.7 million Class A common shares at a cost of $1,096.3 million.
This share repurchase program was originally authorized by the Board of Directors in August 2004 and subsequently expanded in August 2005. In December 2006, the Board of Directors authorized a new share repurchase program to repurchase up to $2
billion worth of Class A common shares. No amounts were repurchased under the December 2006 authorization as of December 31, 2006.



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On October 6, 2006, we received a notice from the IRS containing proposed adjustments to our tax filings in
connection with an audit of the 1998 through 2000 tax years. The principal proposed adjustments consist of the disallowance of certain capital losses taken in our tax returns in 1999 and 2000. The disallowance would result in additional taxes and
penalties of approximately $155 million, plus interest through October 6, 2006, of approximately $62 million. As a result, in the third quarter of 2006, we added approximately $27 million ($0.08 per dilutive share) to previously established
reserves. In order to reduce the potential interest expense associated with this matter, we made a payment to the IRS of $217 million in the third quarter of 2007. See Note 19 to the consolidated financial statements for a further discussion of tax
matters.



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Results of Operations



|                                                  |  |   |          |   |  |                |  |   |          |   |  |                |  |   |          |   |  |               
|------------------------------------------------- |  | - | -------- | - |  | -------------- |  | - | -------- | - |  | -------------- |  | - | -------- | - |  | --------------
|Dollar amounts in millions, except per share data |  |   | 2008     |   |  | % of  Revenues |  |   | 2007     |   |  | % of  Revenues |  |   | 2006     |   |  | % of  Revenues
|Net revenues                                      |  | $ | 13,227.4 |   |  |                |  | $ | 8,763.1  |   |  |                |  | $ | 8,033.7  |   |  |               
|Cost of goods sold                                |  |   | (9,748.1 | ) |  | 73.7%          |  |   | (6,272.0 | ) |  | 71.6%          |  |   | (5,768.4 | ) |  | 71.8%         
|Selling and administrative expenses               |  |   | (2,343.1 | ) |  | 17.7%          |  |   | (1,433.3 | ) |  | 16.3%          |  |   | (1,266.8 | ) |  | 15.8%         
|Asset impairment                                  |  |   | (3,710.0 | ) |  |                |  |   | -        |   |  |                |  |   | -        |   |  |               
|Operating income (loss)                           |  |   | (2,573.8 | ) |  | -19.5%         |  |   | 1,057.8  |   |  | 12.1%          |  |   | 998.5    |   |  | 12.4%         
|Interest expense                                  |  |   | (245.4   | ) |  |                |  |   | (136.2   | ) |  |                |  |   | (133.6   | ) |  |               
|Other, net                                        |  |   | 43.2     |   |  |                |  |   | 15.9     |   |  |                |  |   | (7.3     | ) |  |               
|Earnings (loss) before income taxes               |  |   | (2,776.0 | ) |  |                |  |   | 937.5    |   |  |                |  |   | 857.6    |   |  |               
|(Provision) benefit for income taxes              |  |   | 208.6    |   |  |                |  |   | (204.4   | ) |  |                |  |   | (92.6    | ) |  |               
|Earnings (loss) from continuing operations        |  |   | (2,567.4 | ) |  |                |  |   | 733.1    |   |  |                |  |   | 765.0    |   |  |               
|Discontinued operations, net of tax               |  |   | (57.4    | ) |  |                |  |   | 3,233.6  |   |  |                |  |   | 267.5    |   |  |               
|Net earnings (loss)                               |  | $ | (2,624.8 | ) |  |                |  | $ | 3,966.7  |   |  |                |  | $ | 1,032.5  |   |  |               
|                                                  |  |   |          |   |  |               
|Diluted earnings (loss) per common share:         |  |   |          |   |  |                |  |   |          |   |  |                |  |   |          |   |  |               
|Continuing operations                             |  | $ | (8.54    | ) |  |                |  | $ | 2.48     |   |  |                |  | $ | 2.37     |   |  |               
|Discontinued operations                           |  |   | (0.19    | ) |  |                |  |   | 10.95    |   |  |                |  |   | 0.83     |   |  |               
|Net earnings (loss)                               |  | $ | (8.73    | ) |  |                |  | $ | 13.43    |   |  |                |  | $ | 3.20     |   |  |               

The discussions that follow describe the significant factors contributing to the changes in our results of
operations for the periods presented. Included in the review are certain non-GAAP financial measures. We believe that it is meaningful to provide the relative impact of integration and restructuring charges, non-recurring cost related to the
acquisition of Trane and impairment charges in order to present a better understanding of our results on a period to period comparative basis. The adjusted information is intended to be more indicative of our core operating results.

Net Revenues

Net revenues for the year ended
December 31, 2008 increased by 51%, or $4,464.3 million, compared with the same period of 2007, which primarily resulted from the following:



|                        |  |      |  
|----------------------- |  | ---- | -
|Volume/product mix      |  | -4.5 | %
|Pricing                 |  | 2.5  | %
|Currency exchange rates |  | 2.0  | %
|Acquisitions            |  | 51.0 | %
|Total                   |  | 51.0 | %



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The acquisition of Trane on June 5, 2008 increased revenues by $4,401.3 million during the year. Excluding the
results of Trane, revenues increased by 0.7%, or $63.0 million. Softening overall demand in many major end-markets was the primary driver of the volume reduction. However, we continue to make progress in increasing recurring revenues, which improved
by 6% over prior year and accounted for 19% of net revenues in 2008.

Net revenues for the year ended December 31, 2007 increased by 9%, or $729.4
million, compared with the same period of 2006, which primarily resulted from the following:



|                        |  |     |  
|----------------------- |  | --- | -
|Volume/product mix      |  | 4.0 | %
|Pricing                 |  | 2.0 | %
|Acquisitions            |  | 2.5 | %
|Currency exchange rates |  | 0.5 | %
|Total                   |  | 9.0 | %

Revenues increased significantly in the European, Asian and Latin American regions as volumes, product mix and
pricing all improved during 2007. North American revenues increased moderately compared to 2006. These increases occurred in each of our business segments. Recurring revenues continue to be a source of growth as they improved by 9% over the prior
year and accounted for 18% of net revenues in 2007.

Cost of Goods Sold

For the year ended December 31, 2008, cost of goods sold increased by $3,476.1 million compared to the same period in 2007. The increase was primarily related to the acquisition of Trane. In addition, cost of
goods sold included $56.7 million of restructuring and integration costs compared to restructuring costs of $24.8 million in 2007. Cost of goods sold as a percentage of revenue increased to 73.7% compared with 71.6% for the same period of 2007.
Excluding the results of Trane, cost of goods sold as a percentage of revenue would have been 72.7%. Higher material costs and unfavorable business and product mix more than offset price increases. In addition, decreased leverage due to lower
volumes contributed to the year-over-year increase.

For the year ended December 31, 2007, cost of goods sold as a percentage of revenues decreased
slightly to 71.6% compared with 71.8% for the same period of 2006. Increased leverage on higher revenues provided a benefit which was offset by unfavorable mix and higher material costs. Restructuring costs, which accounted for $24.8 million of the
year-over-year increase, had a 0.3% impact on cost of goods sold as a percentage of revenue.

Selling and Administrative Expenses

For the year ended December 31, 2008, selling and administrative expense increased by $909.8 million compared to the same period in 2007. The increase was
primarily related to the acquisition of Trane. In addition, selling and administrative expense included $34.2 million of restructuring and integration costs compared to $3.9 million of restructuring costs in 2006. Selling and administrative expense
as a percentage of revenue increased to 17.7% compared with 16.3% for the same period of 2007. Excluding the results of Trane, selling and administrative expense as a percentage of revenue would have been 16.6%. Decreased leverage due to lower
volumes more than offset expense reduction and price increases.

For the year ended December 31, 2007, selling and administrative expenses as a
percentage of revenues increased to 16.3% compared with 15.8% for the same period of 2006. This increase was primarily due to increased costs of $23 million associated with the divestiture of Compact Equipment and the Road



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Development business unit. In addition, share-based compensation expense of $20 million and the prior year adjustment of the allowance for doubtful accounts
of $15 million also contributed to the increase. These additional costs were partially offset by better leverage from higher revenue.

Asset
Impairment

During the fourth quarter of 2008, we tested goodwill and other indefinite-lived intangible assets for impairment. As a result of
decreased global equity valuations, the tightening of industrial and retail end markets and a resulting decline in our 2009 projected financial performance, we incurred a non-cash pre-tax impairment charge of $3,710.0 million, $3,385.0 million
after-tax.

The following table summarizes the impairment charges that were taken by sector during 2008:



|                                      |  |   |          |  |   |                  |  |   |                      |  |   |        
|------------------------------------- |  | - | -------- |  | - | ---------------- |  | - | -------------------- |  | - | -------
|In millions                           |  |   | Goodwill |  |   | IntangibleAssets |  |   | MarketableSecurities |  |   | Total  
|Air Conditioning Systems and Services |  | $ | 2,496.0  |  | $ | 814.0            |  | $ | -                    |  | $ | 3,310.0
|Climate Control Technologies          |  |   | -        |  |   | 40.0             |  |   | -                    |  |   | 40.0   
|Security Technologies                 |  |   | 344.0    |  |   | 6.0              |  |   | 10.0                 |  |   | 360.0  
|Total                                 |  | $ | 2,840.0  |  | $ | 860.0            |  | $ | 10.0                 |  | $ | 3,710.0

For a further discussion of impairment related matters, see Goodwill and Indefinite-Lived Intangible Assets under
Critical Accounting Policies and Note 4 to the consolidated financial statements.

Operating Income (Loss)

Operating income for the year ended December 31, 2008 decreased by $3,631.6 million compared with the same period of 2007. The primary driver of the year-over-year
decrease related to the $3,710.0 million asset impairment charge recognized in the fourth quarter of 2008. Results were further impacted by the acquisition of Trane in the second quarter of 2008 in addition to related restructuring and integration
cost. Excluding these items, operating margins would have been 7.8%. Lower volumes, higher commodity costs and an unfavorable business and product mix were partially offset by expense reduction, productivity actions and improved pricing.

Operating income for the year ended December 31, 2007 increased by $59.3 million or 5.9%, compared with the same period of 2006. Excluding restructuring charges,
operating income would have increased by 8.8% to $1,086.5 million. The increase in operating income was mainly attributable to increased revenues, productivity improvements, improved pricing and favorable volumes. These benefits were partially
offset by higher material costs and an unfavorable product mix. However, these cost increases, coupled with the unfavorable product mix, held operating margins flat at 12.4% compared to the prior year.

Interest Expense

Interest expense for the year ended
December 31, 2008 increased $109.2 million compared with the same period of 2007. The increase is primarily related to significantly higher debt levels used to help fund the acquisition of Trane in June 2008.

Interest expense for the year ended December 31, 2007 increased by $2.6 million compared with the same period of 2006. The increase was mainly attributable to
higher year-over-year average debt levels due to the issuance and subsequent repayment of commercial paper during the year.



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Other, Net

The year-over-year changes in Other, net primarily resulted from the following:



|                                 |  |   |       |   |  |   |       |   |  |   |       |  
|-------------------------------- |  | - | ----- | - |  | - | ----- | - |  | - | ----- | -
|In millions                      |  |   | 2008  |   |  |   | 2007  |   |  |   | 2006  |  
|Interest income                  |  | $ | 95.6  |   |  | $ | 36.2  |   |  | $ | 15.9  |  
|Exchange gain (loss)             |  |   | (41.9 | ) |  |   | (2.8  | ) |  |   | (21.3 | )
|Minority interests               |  |   | (20.0 | ) |  |   | (14.3 | ) |  |   | (14.9 | )
|Earnings from equity investments |  |   | 3.4   |   |  |   | 1.0   |   |  |   | (0.1  | )
|Other                            |  |   | 6.1   |   |  |   | (4.2  | ) |  |   | 13.1  |  
|Other, net                       |  | $ | 43.2  |   |  | $ | 15.9  |   |  | $ | (7.3  | )

For the year ended December 31, 2008, Other, net increased by $27.3 million compared with the same period of
2007. The increase was a result of greater interest income generated by higher average cash balances prior to the acquisition of Trane in June 2008. The results were partially offset by currency losses due to significant volatility in currency
exchange rates, predominately in the fourth quarter.

For the year ended December 31, 2007, Other, net increased by $23.2 million compared to the same
period of 2006. The increase was primarily due to increased interest income as result of higher average cash balances during 2007. Additionally, Other, net in 2006 included income from a reduction of a product liability reserve of approximately $9
million.

Provision for Income Taxes

For the
year ended December 31, 2008, the effective tax rate was 7.5%. The tax rate was substantially below the U.S. Statutory rate of 35.0% primarily due to the large impairment charge recognized in the fourth quarter, as well as earnings in
non-U.S. jurisdictions, which, in aggregate, have a lower effective rate. Excluding the impairment charge, the adjusted effective rate would have been 12.4%, compared with an effective rate of 21.8% in 2007. The 9.4 point reduction in the
effective rate is primarily the result of lower earnings in high tax jurisdiction during 2008.

The effective tax rate increased approximately by 11% in
2007 compared with 2006. The increase in the effective tax rate during 2007 was primarily due to increased earnings in higher tax jurisdictions (7.2%) and increased tax reserves (3.2%) primarily associated with Financial Accounting
Standard Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement 109 (FIN 48), a new accounting standard that we adopted in 2007. FIN 48 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.

Review of
Business Segments

We classify our business into four reportable segments based on industry and market focus: Air Conditioning Systems and Services,
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.

Included in the review of our business segments are non-GAAP financial measures. We believe that it is meaningful to provide the relative impact of
integration and restructuring charges, non-recurring cost related to the acquisition of Trane and impairment charges in order to present a better understanding of our results on a period to period comparative basis. The adjusted information is
intended to be more indicative of our core operating results.



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Air Conditioning Systems and Services

Our Air Conditioning Systems and Services segment provides heating, ventilation and air conditioning (HVAC) systems that enhance the quality and comfort of the air in homes and buildings around the world. It offers
customers a broad range of energy-efficient HVAC systems, dehumidifying and air cleaning products, service and parts support, advanced building controls as well as financing solutions under the Trane and American Standard Heating and Air
Conditioning brands. These brands have leading positions in commercial, residential, institutional and industrial markets.



|                                                           |  |   |          |  
|---------------------------------------------------------- |  | - | -------- | -
|Dollar amounts in millions                                 |  |   | 2008     |  
|Net revenues                                               |  | $ | 4,401.3  |  
|                                                           | 
|Operating income (loss)                                    |  |   | (3,145.7 | )
|Add back:                                                  |  |   |          |  
|Impairment charges                                         |  |   | 3,310.0  |  
|Purchase accounting charges                                |  |   | 158.4    |  
|Restructuring charges                                      |  |   | 15.3     |  
|Integration charges                                        |  |   | 5.0      |  
|Adjusted operating income                                  |  | $ | 343.0    |  
|                                                           | 
|Operating margin                                           |  |   | -71.5%   |  
|Adjusted operating margin                                  |  |   | 7.8%     |  
|Includes results since the acquisition date (June 5, 2008) |  |   |          |  

Reported results for revenues and operating income for the six months and 25 days ended December 31, 2008
reflect year-to-date activity since the Acquisition Date (June 5, 2008 onward). In the fourth quarter of 2008, we recognized a non-cash charge of $3,310.0 million related to the impairment of goodwill and indefinite-lived intangible assets within
the segment.

Included within operating income is $158.4 million of purchase accounting charges that are not expected to recur next year. These charges
relate to inventory step-up, backlog amortization and in-process research and development costs. In addition, we recorded $20.3 million of severance and other business integration costs associated with the acquisition. Excluding these charges,
operating income would have been $343.0 million with an adjusted operating margin of 7.8%.

Included in adjusted operating income is $81.1 million of costs
associated with the amortization of intangible assets fair valued as of the Acquisition Date. We expect these costs to be an incremental expense in future periods as they relate to intangible assets with finite lives.

Commercial results decreased in both domestic and international markets. Increased revenues for parts, services and solutions were more than offset by a decline in
equipment revenues. Residential results were impacted by continued weakness in the U.S. housing market.

Climate Control Technologies

Our Climate Control Technologies segment provides equipment and services to manage controlled-temperature environments for food and other
perishables throughout the world. Encompassing the transport and stationary refrigeration markets, this segment offers customers a broad range of products and solutions such as refrigerated display merchandisers, beverage coolers, auxiliary power
units, walk-in storage coolers and freezers and transport temperature control units. This segment includes the market leading brands of Hussmann and Thermo King.



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|                           |  |   |         |  |          |  |   |         |  |          |  |   |        
|-------------------------- |  | - | ------- |  | -------- |  | - | ------- |  | -------- |  | - | -------
|Dollar amounts in millions |  |   | 2008    |  | % change |  |   | 2007    |  | % change |  |   | 2006   
|Net revenues               |  | $ | 3,356.8 |  | -0.5%    |  | $ | 3,372.4 |  | 6.4%     |  | $ | 3,171.0
|                           |  |   |         |  |         
|Operating income           |  |   | 278.9   |  | -27.1%   |  |   | 382.6   |  | 7.5%     |  |   | 356.0  
|Add back:                  |  |   |         |  |          |  |   |         |  |          |  |   |        
|Impairment charges         |  |   | 40.0    |  |          |  |   | -       |  |          |  |   | -      
|Restructuring charges      |  |   | 38.6    |  |          |  |   | 22.4    |  |          |  |   | -      
|Adjusted operating income  |  | $ | 357.5   |  | -11.7%   |  | $ | 405.0   |  | 13.8%    |  | $ | 356.0  
|                           |  |   |         |  |         
|Operating margin           |  |   | 8.3%    |  |          |  |   | 11.3%   |  |          |  |   | 11.2%  
|Adjusted operating margin  |  |   | 10.7%   |  |          |  |   | 12.0%   |  |          |  |   | 11.2%  

2008 vs 2007

For the year ended December 31, 2008, net revenues decreased by 0.5% or $15.6 million, compared with the same period of 2007. The slight decrease in the year-over-year results were primarily due to lower volumes (4%) offset by a
favorable currency impact (3%) and improved pricing.

Operating income decreased by 27.1% or $103.7 million during 2008. In the fourth quarter, we
recognized a non-cash charge of $40.0 million related to the impairment of indefinite-lived intangible assets within the segment. In addition, we recorded $38.6 million of restructuring charges associated with employee termination benefits and other
cost associated with announced restructuring plans. Excluding the impairment charge and restructuring costs, operating income would have been $357.5 million, increasing the operating margin to 10.7% from 8.3%.

On an adjusted basis, operating income for the year ended December 31, 2008 decreased by 11.7% or $47.5 million compared with the same period of 2007. The decrease
was primarily related to lower volumes and product mix ($73 million), increased material costs ($46 million) partially offset by increased productivity ($51 million), improved pricing ($44 million) and a favorable currency impact.

The decrease in segment revenues primarily resulted from the decline in the truck market, which decreased refrigerated trailer and truck revenues in North America and
Europe. In addition, sea-going container revenues, as well as bus and aftermarket revenues also decreased as a result of slower end market activity. Worldwide display cases and contracting revenue decreased due to declines in display case sales to
regional supermarkets in the U.S. and a sharp decline in the installation business. However, sales of the TriPac® auxiliary unit continued to experience substantial growth.

2007 vs 2006

For the year ended December 31, 2007, net revenues
increased by 6.4% or $201.4 million, compared with the same period of 2006. The main drivers of the increase were a favorable currency impact (4%), higher volumes (2%) and improved product pricing.

Operating income increased by 7.5% or $26.6 million during 2007. During the year, we recorded $22.4 million of restructuring charges relating to ongoing cost reduction
efforts, including workforce reductions and the consolidation of manufacturing facilities. Excluding these costs, operating income would have been $405.0 million, increasing the operating margin to 12.0% from 11.3%.

On an adjusted basis, operating income for the year ended December 31, 2007 increased by 13.8% or $49.0 million compared with the same period of 2006. The increase
was due to increased productivity ($68 million), improved product pricing ($44 million) and favorable currency impact ($15 million). These increases were partially offset by higher material costs ($46 million), unfavorable product mix ($20 million)
and new product development ($8 million).



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Net revenues grew in the European, Asian and Latin American regions during the year ended 2007, benefiting from strong
truck and trailer sales and year-over-year gains in bus and marine containers. These gains were partially offset by lower activity levels in the North American trailer markets. Revenues for service and installation increased with growth in the North
American and Asian markets, offsetting weakness in the European market for display cases.

Industrial Technologies

Our Industrial Technologies segment provides products, services and solutions that enhance energy efficiency, productivity and operations. It offers our global customers
a diverse and innovative range of products including compressed air systems, tools, pumps, fluid handling systems, golf and utility vehicles in addition to environmentally friendly micro turbines. This segment includes the Club Car and Ingersoll
Rand market leading brands.



|                           |  |   |         |  |          |  |   |         |  |          |  |   |        
|-------------------------- |  | - | ------- |  | -------- |  | - | ------- |  | -------- |  | - | -------
|Dollar amounts in millions |  |   | 2008    |  | % change |  |   | 2007    |  | % change |  |   | 2006   
|Net revenues               |  | $ | 2,938.3 |  | 2.1%     |  | $ | 2,877.1 |  | 11.6%    |  | $ | 2,577.7
|                           |  |   |         |  |         
|Operating income           |  |   | 353.7   |  | -9.8%    |  |   | 392.0   |  | 11.4%    |  |   | 351.8  
|Add back:                  |  |   |         |  |          |  |   |         |  |          |  |   |        
|Restructuring charges      |  |   | 9.6     |  |          |  |   | 1.0     |  |          |  |   | -      
|Adjusted operating income  |  | $ | 363.3   |  | -7.6%    |  | $ | 393.0   |  | 11.7%    |  | $ | 351.8  
|                           |  |   |         |  |         
|Operating margin           |  |   | 12.0%   |  |          |  |   | 13.6%   |  |          |  |   | 13.6%  
|Adjusted operating margin  |  |   | 12.4%   |  |          |  |   | 13.7%   |  |          |  |   | 13.6%  

2008 vs 2007

For the year ended December 31, 2008, net revenues increased by 2.1% or $61.2 million, compared with the same period of 2007. The primary drivers of the year-over-year increase were improved pricing (2%), acquisitions (2%) and a
favorable currency impact (1%). The improved results were partially offset by lower volumes and product mix (3%).

Operating income decreased by 9.8% or
$38.3 million during 2008. In the fourth quarter, we recorded $9.6 million of restructuring charges associated with employee termination benefits and other cost associated with announced restructuring plans. Excluding the restructuring costs,
operating income would have been $363.3 million, increasing the operating margin to 12.4% from 12.0%.

On an adjusted basis, operating income for the year
ended December 31, 2008 decreased by 7.6% or $29.7 million compared with the same period of 2007. The decreased was primarily related to higher material costs ($61 million), lower volumes and product mix ($42 million) and increased spending on
new product development ($15 million). These reductions were partially offset by improved pricing ($62 million) and increased productivity ($46 million).

The increase in segment revenue was driven by the worldwide increase in the Air and Productivity Solutions business. However, lower volumes in all geographic areas in the second half of the year show the weakening industrial and fluid
handling end markets. In addition, slower industrial production levels as well as the deferral of some maintenance by customers more than offset aftermarket growth. Club Car revenues declined in all geographic areas compared with 2007 mainly due to
weak economic fundamentals in key golf, hospitality and recreation markets. However, the business continued to gain market share in the declining golf market and a softening utility vehicle market.



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##### Table of Contents

2007 vs 2006

For the
year ended December 31, 2007, net revenues increased by 11.6% or $299.4 million, compared with the same period of 2006. Higher volumes and product mix (5%), a favorable currency impact (2%), acquisitions (2%) and improved product pricing
(2%) were the primary drivers of the year-over-year increase.

Operating income increased by 11.4% or $40.2 million during 2007. During the year, we
recorded $1.0 million of restructuring charges relating to ongoing cost reduction efforts, including workforce reductions and the consolidation of manufacturing facilities. Excluding these costs, operating income would have been $393.0 million,
increasing the operating margin to 13.7% from 13.6%.

On an adjusted basis, operating income for the year ended December 31, 2007 increased by 11.7%
or $41.2 million compared with the same period of 2006. The increase was due to improved product pricing ($48 million), increased productivity ($33 million) and higher volumes ($32 million). These gains were partially offset by higher material costs
($63 million) and investments in new product development and productivity programs ($13 million).

Air Solutions revenues increased by 16% compared with
2006, mainly driven by favorable worldwide industrial markets and increased recurring revenues. Productivity Solutions revenues increased moderately compared with 2006, mainly due to non-U.S. growth in the industrial fluid and handling markets and
higher service revenues, partially offset by a weak domestic market for tools. Club Car revenues increased by 10% compared with 2006, mainly due to growth in the sales of utility, off-road and aftermarket vehicles and ongoing market share gains in a
soft golf market.

Security Technologies

Our
Security Technologies segment is a leading global provider of products and services that make environments safe, secure and productive. The segments market-leading solutions include electronic and biometric access control systems and software,
locks and locksets, door closers, exit devices, steel doors and frames, portable security devices, decorative hardware, cabinet hardware as well as time, attendance and personnel scheduling systems. These products serve a wide range of markets
including the commercial construction and residential housing market, healthcare, retail, maritime and transport industries as well as educational and governmental facilities. This segment includes the CISA, LCN, Schlage and Von Duprin brands.



|                           |  |   |         |  |          |  |   |         |  |          |  |   |        
|-------------------------- |  | - | ------- |  | -------- |  | - | ------- |  | -------- |  | - | -------
|Dollar amounts in millions |  |   | 2008    |  | % change |  |   | 2007    |  | % change |  |   | 2006   
|Net revenues               |  | $ | 2,531.0 |  | 0.7%     |  | $ | 2,513.6 |  | 10.0%    |  | $ | 2,285.0
|                           |  |   |         |  |         
|Operating income           |  |   | 100.4   |  | -76.8%   |  |   | 433.5   |  | 8.3%     |  |   | 400.2  
|Add back:                  |  |   |         |  |          |  |   |         |  |          |  |   |        
|Impairment charges         |  |   | 360.0   |  |          |  |   | -       |  |          |  |   | -      
|Restructuring charges      |  |   | 13.1    |  |          |  |   | 5.3     |  |          |  |   | -      
|Adjusted operating income  |  | $ | 473.5   |  | 7.9%     |  | $ | 438.8   |  | 9.6%     |  | $ | 400.2  
|                           |  |   |         |  |         
|Operating margin           |  |   | 4.0%    |  |          |  |   | 17.2%   |  |          |  |   | 17.5%  
|Adjusted operating margin  |  |   | 18.7%   |  |          |  |   | 17.5%   |  |          |  |   | 17.5%  

2008 vs 2007

For the year ended December 31, 2008, net revenues increased by 0.7% or $17.4 million, compared with the same period of 2007. The slight year-over-year increase was primarily related to improved pricing (5%) and a favorable
currency impact (1%). However, lower volumes offset most of the revenue gains made during the year.



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##### Table of Contents

Operating income decreased by 76.8% or $333.1 million during 2008. In the fourth quarter, we recognized a non-cash charge
of $360.0 million related to the impairment of goodwill, indefinite-lived intangible assets and marketable securities within the segment. In addition, we recorded $13.1 million of restructuring charges associated with employee termination benefits
and other costs associated with announced restructuring plans. Excluding the impairment charge and restructuring costs, operating income would have been $473.5 million, increasing the operating margin to 18.7% from 4.0%.

On an adjusted basis, operating income for the year ended December 31, 2008 increased by 7.9% or $34.7 million compared with the same period of 2007. Improved
pricing ($119 million) and productivity gains ($42 million) more than offset the decrease in volume ($76 million), increased material costs ($15 million) and a negative currency impact ($7 million).

Net revenues increased slightly during the year driven by electronic solutions growth in Asia. However, declines in the North American commercial construction market and
well as in Europe during the fourth quarter significantly lowered year-over-year revenues. In addition, lower residential volume in North America was a result of lower same store sales at large customers and ongoing weakness in the new homebuilder
channel.

2007 vs 2006

For the year ended
December 31, 2007, net revenues increased by 10.0% or $228.6 million, compared with the same period of 2006. The primary drivers were higher volumes and product mix (5%) and improved product pricing (4%).

Operating income increased by 8.3% or $33.3 million during 2007. During the year, we recorded $5.3 million of restructuring charges relating to ongoing cost reduction
efforts, including workforce reductions and the consolidation of manufacturing facilities. Excluding these costs, operating income would have been $438.8 million, increasing the operating margin to 17.5% from 17.2%.

On an adjusted basis, operating income for the year ended December 31, 2007 increased by 9.6% or $38.6 million compared with the same period of 2006. The increase
was due to improved product pricing ($84 million) and increased productivity ($15 million). These gains were partially offset by higher material costs ($35 million), lower volumes ($16 million) and new product development ($6 million).

Net revenues grew in all regions during the year benefiting from strong worldwide commercial construction markets, especially in schools, universities and health-care
facilities. Revenues from electronic access control and mechanical products also increased year-over-year. Market share gains from both the new home-builder channel and large retail customers increased revenue along with the introduction of
residential electronic products and new product designs. These increases helped offset the effects of a declining North American residential market.

Discontinued Operations

The components of discontinued operations for the years ended December 31 are as follows:



|                                        |  |   |       |   |  |   |          |   |  |   |         |  
|--------------------------------------- |  | - | ----- | - |  | - | -------- | - |  | - | ------- | -
|In millions                             |  |   | 2008  |   |  |   | 2007     |   |  |   | 2006    |  
|Revenues                                |  | $ | 15.3  |   |  | $ | 2,957.8  |   |  | $ | 3,375.7 |  
|                                        | 
|                                        |  |   |      
|Pre-tax earnings (loss) from operations |  |   | (50.3 | ) |  |   | (82.5    | ) |  |   | 376.6   |  
|Pre-tax gain (loss) on sale             |  |   | (5.2  | ) |  |   | 4,382.6  |   |  |   | 1.1     |  
|Tax benefit (expense)                   |  |   | (1.9  | ) |  |   | (1,066.5 | ) |  |   | (110.2  | )
|Discontinued operations, net            |  | $ | (57.4 | ) |  | $ | 3,233.6  |   |  | $ | 267.5   |  



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##### Table of Contents

Pre-tax loss from operations in 2007 includes a non-cash charge of $449.0 million related to our liability for all
pending and estimated future asbestos claims through 2053 as discussed below in Other Discontinued Operations.

Discontinued operations by
business for the years ended December 31 are as follows:



|                                          |  |   |       |   |  |   |         |   |  |   |       |  
|----------------------------------------- |  | - | ----- | - |  | - | ------- | - |  | - | ----- | -
|In millions                               |  |   | 2008  |   |  |   | 2007    |   |  |   | 2006  |  
|Compact Equipment, net of tax             |  | $ | (11.7 | ) |  | $ | 2,927.1 |   |  | $ | 240.4 |  
|Road Development, net of tax              |  |   | (29.8 | ) |  |   | 672.5   |   |  |   | 62.9  |  
|Other discontinued operations, net of tax |  |   | (15.9 | ) |  |   | (366.0  | ) |  |   | (35.8 | )
|Total discontinued operations, net of tax |  | $ | (57.4 | ) |  | $ | 3,233.6 |   |  | $ | 267.5 |  

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, subject to
post closing purchase price adjustments. The sale was completed on November 30, 2007. We are currently in the process of resolving the final purchase price adjustments with Doosan Infracore.

Compact Equipment manufactured and sold 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 and classified the assets and liabilities as held for sale for all
periods presented in accordance with Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144).

Net revenues and after-tax earnings of Compact Equipment for the years ended December 31 were as follows:



|                                          |  |   |       |   |  |   |         |  |   |         | 
|----------------------------------------- |  | - | ----- | - |  | - | ------- |  | - | ------- | 
|In millions                               |  |   | 2008  |   |  |   | 2007    |  |   | 2006    | 
|Net revenues                              |  | $ | 15.3  |   |  | $ | 2,705.9 |  | $ | 2,648.4 | 
|                                          | 
|                                          |  |   |      
|After-tax earnings (loss) from operations |  | $ | (0.6  | ) |  | $ | 275.1   |  | $ | 240.4   | 
|Gain (loss) on sale, net of tax           |  |   | (11.1 | ) |  |   | 2,652.0 |  |   | -       | 
|Total discontinued operations, net of tax |  | $ | (11.7 | ) |  | $ | 2,927.1 |  | $ | 240.4   | 

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.

The Road Development business unit manufactured and sold 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 and classified the assets and liabilities sold to AB Volvo as held for sale for all periods presented in accordance with SFAS 144.



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##### Table of Contents

Net revenues and after-tax earnings of the Road Development business unit for the years ended December 31 were as
follows:



|                                          |  |   |        |  |   |       |  |   |      
|----------------------------------------- |  | - | ------ |  | - | ----- |  | - | -----
|In millions                               |  |   | 2008   |  |   | 2007  |  |   | 2006 
|Net revenues                              |  | $ | -      |  | $ | 251.9 |  | $ | 727.3
|                                         
|                                          |  |   |       
|After-tax earnings (loss) from operations |  | $ | (0.4)  |  | $ | 37.8  |  | $ | 62.9 
|Gain (loss) on sale, net of tax           |  |   | (29.4) |  |   | 634.7 |  |   | -    
|                                          |  |   |       
|Total discontinued operations, net of tax |  | $ | (29.8) |  | $ | 672.5 |  | $ | 62.9 

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 years ended December 31 were as follows:



|                                          |  |   |        |  |   |         |  |   |       
|----------------------------------------- |  | - | ------ |  | - | ------- |  | - | ------
|In millions                               |  |   | 2008   |  |   | 2007    |  |   | 2006  
|Retained costs, net of tax                |  | $ | (16.7) |  | $ | (340.9) |  | $ | (36.5)
|Net gain (loss) on disposals, net of tax  |  |   | 0.8    |  |   | (25.1)  |  |   | 0.7   
|                                          |  |   |       
|Total discontinued operations, net of tax |  | $ | (15.9) |  | $ | (366.0) |  | $ | (35.8)

Retained costs, net of tax for the year ended December 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.

During the fourth quarter of 2007, we
recorded a non-cash charge of $449.0 million ($277 million after-tax) related to our liability for all pending and estimated future asbestos claims through 2053. Refer to Note 22 in the consolidated financial statements for further details on
asbestos-related matters.

Liquidity and Capital Resources

The global financial markets have been adversely affected by the current economic environment. The credit markets, including the commercial paper markets, have recently experienced adverse conditions including unprecedented volatility,
reduced liquidity and increased interest rates. These factors generally increase the costs associated with issuing commercial paper or other debt instruments and may affect the ability of borrowers to access these markets.

To date, our availability of funding has not been materially impacted by the recent turmoil in the credit markets. We currently believe that our cash and cash
equivalents balance, the cash generated by our operations, our receivable securitization program, our committed credit lines as well as our expected ability to access the capital markets will be sufficient to meet our operating and capital needs for
the foreseeable future.

Liquidity

The following table
contains several key measures to gauge our financial condition and liquidity at the period ended December 31:



|                                                               |  |   |         |  |   |         |  |   |        
|-------------------------------------------------------------- |  | - | ------- |  | - | ------- |  | - | -------
|In millions                                                    |  |   | 2008    |  |   | 2007    |  |   | 2006   
|Cash and cash equivalents                                      |  | $ | 550.2   |  | $ | 4,735.3 |  | $ | 355.8  
|Short-term borrowings and current maturities of long-term debt |  |   | 2,350.4 |  |   | 741.0   |  |   | 1,079.4
|Long-term debt                                                 |  |   | 2,773.7 |  |   | 712.7   |  |   | 905.2  
|Total debt                                                     |  |   | 5,124.1 |  |   | 1,453.7 |  |   | 1,984.6
|Total shareholders equity                                     |  |   | 6,661.4 |  |   | 7,907.9 |  |   | 5,404.8
|Debt-to-total capital ratio                                    |  |   | 43.1%   |  |   | 15.4%   |  |   | 26.6%  



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The large cash and cash equivalents balance at December 31, 2007 is attributable to the sale of both the Compact
Equipment and the Road Development business units during 2007, which generated proceeds of $6,154.3 million. The lower cash and cash equivalents balance at December 31, 2008 is a result of the acquisition of Trane.

In connection with the Trane acquisition, we entered into a $3.9 billion senior unsecured bridge loan facility, with a 364-day term. We drew down $2.95 billion against
the bridge loan facility in June 2008. The proceeds, along with cash on hand and the issuance of $1.5 billion in commercial paper, were used to fund the cash component of the consideration paid for the acquisition as well as to pay for related fees
and expenses incurred in connection with the acquisition.

In August 2008, we filed a universal shelf registration statement with the Securities and
Exchange Commission (SEC) for an indeterminate amount of securities for future issuance and issued $1.6 billion of long-term debt pursuant to the shelf registration statement through our wholly owned subsidiary, IR Global Holding Company Limited.
This issuance consisted of $250 million Senior Floating Rate Notes due in 2010, $600 million 6.000% Senior Notes due in 2013 and $750 million 6.875% Senior Notes due in 2018. These notes are fully and unconditionally guaranteed by IR- Limited. The
net proceeds from the offering were used to reduce the amount outstanding under the senior unsecured bridge loan facility.

Interest on the fixed rate
notes will be paid twice a year. We have the option to redeem them in whole or in part at any time, and from time to time, prior to their stated maturity date at redemption prices set forth in the debt offering documents. Interest on the floating
rate notes will be paid four times a year. The notes are subject to certain customary covenants, however, none of these covenants are considered restrictive to our operations.

We repaid $0.5 billion of the outstanding balance under our commercial paper program during 2008. As of December 31, 2008, we had outstanding commercial paper borrowings of $1.0 billion. We expect to fund future
maturities of commercial paper through new commercial paper issuances and cash generated from our operations.

In addition, we repaid $2.0 billion of our
outstanding balance of the bridge loan facility during the third quarter of 2008. We used a combination of cash flows from operations and cash on hand, in addition to the $1.6 billion in proceeds received from the issuance of long-term debt. In
October 2008, we reduced the facility size to $950 million. As of December 31, 2008, our outstanding balance of the senior unsecured bridge loan facility was $754 million after a $196 million payment in the fourth quarter of 2008. The balance
is scheduled to mature in June 2009. We expect to repay the outstanding amount through an expansion of our accounts receivable securitization program, future debt issuances and/or an extension of the bridge loan facility for an additional 364 days.

Debentures with Put Feature

At December 31,
2007, we had outstanding $547.9 million of fixed rate debentures which only requires early repayment at the option of the holder. These debentures contain a put feature that the holders may exercise on each anniversary of the issuance date. If
exercised, we are obligated to repay in whole or in part, at the holders option, the outstanding principal amount (plus accrued and unpaid interest) of the debentures held by the holder. If these options are not exercised, the final maturity
dates would range between 2027 and 2028.

In the fourth quarter of 2008, holders of these debentures chose to exercise the put feature on approximately
$202 million of the debentures, which was repaid in November 2008. As a result, approximately $346 million remained outstanding as of December 31, 2008. In the first quarter of 2009, holders of these debentures will have the option to exercise
the put feature on approximately $39 million



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of the remaining debentures. In the fourth quarter of 2009, holders of these debentures will have the option to exercise the put feature on approximately
$307 million of the remaining debentures. Based on our cash flow forecast, we believe we will have sufficient liquidity to repay any amounts redeemable as a result of these put features.

Pension Plans

Our investment objectives in managing defined benefit plan assets are to ensure that present and
future benefit obligations to all participants and beneficiaries are met as they become due; to provide a total return that, over the long term, minimizes our required contributions at the appropriate levels of risk; and to meet any statutory
requirements, laws and local regulatory agencies requirements.

We monitor the impact of market conditions on our funding requirements and pension
plan expense on a quarterly basis. As a result of the current market environment, our pension plans have experienced negative returns of $523.2 million during 2008. Consequently, this will increase pension expense in 2009 and require cash
contributions to our pension plan. However, none of our pension plans have experienced any significant impact on their liquidity to pay retirees in the plans due to the volatility in the markets. For further details on pension plan activity,
see Note 15 to the consolidated financial statements.

Cash Flows

The following table reflects the major categories of cash flows for the years ended December 31, respectively. For additional details, please see the Consolidated Statements of Cash Flows in the consolidated
financial statements.



|                                                                |  |   |          |   |  |   |          |   |  |   |          |  
|--------------------------------------------------------------- |  | - | -------- | - |  | - | -------- | - |  | - | -------- | -
|In millions                                                     |  |   | 2008     |   |  |   | 2007     |   |  |   | 2006     |  
|Operating cash flow provided by (used in) continuing operations |  | $ | 356.8    |   |  | $ | 829.9    |   |  | $ | 813.1    |  
|Investing cash flow provided by (used in) continuing operations |  |   | (7,306.4 | ) |  |   | 6,052.4  |   |  |   | (28.7    | )
|Financing cash flow provided by (used in) continuing operations |  |   | 2,778.1  |   |  |   | (2,563.1 | ) |  |   | (1,343.2 | )

Operating Activities

Net cash provided by operating activities from continuing operations was $356.8 million for the year ended December 31, 2008 compared with $829.9 million in 2007. The change was primarily related to tax payments of approximately $1.1
billion paid to various taxing authorities, $594.4 million associated with the Compact Equipment divestiture. Tax payments in 2007 were approximately $470 million. In addition, cash flows from operating activities include Trane cash flows from
operations since the Acquisition Date.

Net cash provided by operating activities from continuing operations increased to $829.9 million for the year ended
December 31, 2007 compared with $813.1 in 2006. The change was primarily due to higher cash-based earnings in 2007 in addition to improved working capital management. However, these improvements were partially offset by the $217 million payment
to the IRS made during 2007. For further details regarding this tax payment, see Note 19 in the consolidated financial statements.

Investing
Activities

Net cash used by investing activities from continuing operations was $7,306.4 million for the year ended December 31, 2008 compared
with net cash provided by continuing operations of $6,052.4 million in 2007. The change is primarily attributable to cash used for the acquisition of Trane in 2008. In addition, during the year ended December 31, 2007, net cash proceeds of
$6,154.3 million was received related to the sale of Compact Equipment and the Road Development business unit.

Net cash provided by investing activities
from continuing operations was $6,052.4 million for the year ended December 31, 2007 compared with net cash used in investing activities from continuing



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operations of $28.7 million in 2006. The large change in investing activities was primarily attributable to the net proceeds of $6,154.3 million from the
sale of Compact Equipment and the Road Development business unit in 2007.

Financing Activities

Net cash provided by financing activities from continuing operations was $2,778.1 million for the year ended December 31, 2008 compared with $2,563.1 million of net
cash used in financing activities during 2007. The change in financing activities primarily relates to the outstanding balance of both our bridge loan facility and commercial paper which were used to finance the acquisition of Trane. In addition,
$1.6 billion relates to the net proceeds from our long-term debt issuance in August 2008.

Net cash used in financing activities from continuing operations
was $2,563.1 million for the year ended December 31, 2007 compared with $1,343.2 million in 2006. The change in financing activities was primarily due to the increase in repurchases of Class A common shares and the repayment of $551.7
million of short-term and long-term debt. During 2007, we repurchased approximately 39.7 million Class A common shares at a cost of $1,999.9 million. During 2006, we repurchased 27.7 million Class A common shares at a cost of
$1,096.3 million.

Capital Resources

Based on
historical performance and current expectations, we believe our cash and cash equivalents balance, the cash generated from our operations, our receivable securitization program, our committed credit lines and our expected ability to access capital
markets will satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations through at least the next 12 months.

Capital expenditures were $306.0 million, $119.7 million and $144.8 million for 2008, 2007 and 2006, respectively. Our investments continue to improve manufacturing productivity, reduce costs and provide environmental
enhancements and advanced technologies for existing facilities. The capital expenditure program for 2009 is estimated to be approximately $325 million, including amounts approved in prior periods. Many of these projects are subject to review and
cancellation at our option without incurring substantial charges.

During 2007, we initiated restructuring actions relating to ongoing cost reduction
efforts across each of our sectors. These actions include both workforce reductions as well as the consolidation of manufacturing facilities. In addition, we announced plans to initiate enterprise-wide restructuring actions in October 2008. These
actions include streamlining the footprint of manufacturing facilities and reducing the general and administrative cost base. Projected costs will approximate $110 million. As of December 31, 2008, we have incurred $71 million of costs
associated with this restructuring.

For financial market risk impacting the Company, see Item 7A. Quantitative and Qualitative Disclosure About
Market Risk.

Capitalization

In addition to cash on
hand and operating cash flow, we maintain significant credit availability under our commercial paper programs. Our ability to borrow at a cost-effective rate under the commercial paper programs is contingent upon maintaining an investment-grade
credit rating. As of December 31, 2008, our credit ratings were as follows:



|                    |  |            |  |          
|------------------- |  | ---------- |  | ---------
|                    |  | Short-term |  | Long-term
|Moodys             |  | P-2        |  | Baa1     
|Standard and Poors |  | A-2        |  | BBB+     

The credit ratings set forth above are not a recommendation to buy, sell or hold securities and may be subject
to revision or withdrawal by the assigning rating organization. Each rating should be evaluated independently of any other rating.



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In June 2008, we entered into a $1.0 billion senior unsecured revolving credit facility with a three-year term. The line
is unused and provides support for our commercial paper program as well as for other general corporate purposes.

In addition to the three-year credit
facility, we have committed revolving credit facilities consisting of two lines totaling $2.0 billion, of which $750 million expires in June 2009 and $1.25 billion expires in August 2010. These lines are unused and provide support for our commercial
paper program as well as for other general corporate purposes. Other available lines of credit were $811.7 million, of which $651.3 million were unused at December 31, 2008. These lines provide support for bank guarantees, letters of credit and
other general corporate purposes.

Our public debt does not contain any financial covenants and our revolving credit lines have a debt-to-total capital
covenant of 65%. As of December 31, 2008, our debt-to-total capital ratio was significantly beneath this limit.

Contractual Obligations

The following table summarizes our contractual cash obligations by required payment periods, in millions:



|                                    |  |   |                 |   |  |   |            |  |   |            |  |   |                  |  |   |        
|----------------------------------- |  | - | --------------- | - |  | - | ---------- |  | - | ---------- |  | - | ---------------- |  | - | -------
|                                    |  |   | Less than1 year |   |  |   | 1 - 3years |  |   | 3 - 5years |  |   | More than5 years |  |   | Total  
|Short-term debt                     |  | $ | 1,802.0         |   |  | $ | -          |  | $ | -          |  | $ | -                |  | $ | 1,802.0
|Long-term debt                      |  |   | 548.4           | * |  |   | 537.1      |  |   | 619.7      |  |   | 1,616.9          |  |   | 3,322.1
|Interest payments on long-term debt |  |   | 177.8           |   |  |   | 295.6      |  |   | 278.2      |  |   | 870.9            |  |   | 1,622.5
|Purchase obligations                |  |   | 994.8           |   |  |   | 47.0       |  |   | 3.5        |  |   | -                |  |   | 1,045.3
|Operating leases                    |  |   | 169.9           |   |  |   | 233.1      |  |   | 142.0      |  |   | 102.5            |  |   | 647.5  
|Total contractual cash obligations  |  | $ | 3,692.9         |   |  | $ | 1,112.8    |  | $ | 1,043.4    |  | $ | 2,590.3          |  | $ | 8,439.4

* Includes $345.7 million of debt redeemable at the option of the holder. The scheduled maturities of these bonds
range between 2027 and 2028.

Future expected obligations under our pension and postretirement benefit plans, income taxes, environmental and asbestos
matters have not been included in the contractual cash obligations table above.

Pensions

In 2006, we adopted Statement of Financial Accounting Standard (SFAS) No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement
Plans  an amendment of Financial Accounting Standards Board (FASB) Statements No. 87, 88, 106 and 132(R) (SFAS 158), which required us to record the funded status of our pension plans on the balance sheet effective December 31,
2006.

In 2008, we adopted the measurement provision of SFAS 158 which required us to measure plan assets and benefit obligations as of the date of our
fiscal year-end financial statements. Therefore, we changed the measurement date for our defined benefit plans from November 30 to December 31. We elected the alternative transition method whereby we determined net periodic pension cost
for the 13 month period from December 1, 2007 to December 31, 2008 and allocated net periodic pension cost proportionately between amounts to be recognized as an adjustment of retained earnings and net periodic pension cost. As a result,
we recorded a one-time after-tax pension charge of $1.2 million to Retained earnings ($1.8 million pre-tax). This change did not impact plans acquired through acquisitions in 2008.



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At December 31, 2008, we had net obligations on our balance sheet of $854.2 million, which consist of long-term
prepaid pension costs of $0.2 million and current and non-current pension benefits liabilities of $854.4 million. As a result of the Trane acquisition, we recognized net obligations on our balance sheet at the Acquisition Date of $67.7 million,
which consisted of long-term prepaid pension costs of $1.4 million and current and non-current pension benefit liabilities of $69.1 million. It is our objective to contribute to the pension plans to ensure adequate funds are available in the plans
to make benefit payments to plan participants when required. However, certain plans are not or cannot be funded due to either legal or tax requirements in certain jurisdictions. As of December 31, 2008, approximately seven percent of our
projected benefit obligation relates to plans that are unfunded.

Our investment objectives in managing defined benefit plan assets are to ensure that
present and future benefit obligations to all participants and beneficiaries are met as they become due; to provide a total return that, over the long term, minimizes our required contributions at the appropriate levels of risk; and to meet any
statutory requirements, laws and local regulatory agencies requirements. Key investment management decisions reviewed regularly are asset allocations, investment manager performance, investment advisors and trustees. Asset/liability modeling
(ALM) studies are used as the basis for global asset allocation decisions and are updated as required.

Based on ALM studies, the Company continues to
adjust its target strategic global asset allocations for its plans to be approximately 40% in equity securities and 60% in debt securities, real estate and cash. Asset allocations are reviewed at least quarterly and appropriate adjustments are made.
Trane pension assets have been included in our reviews since acquisition and will be included in our target strategic asset allocation. Tranes historic target strategic allocation had a higher percentage invested in equity securities.

As of December 31, 2008, our asset allocation for the pension plans was 41% in equity securities and 52% in debt securities, and 7% real estate and
other (including cash). Our allocation has been impacted by the current market environment.

Contributions to our pension plans were $64.1 million in 2008,
$25.5 million in 2007, and $31.6 million in 2006. Our policy allows us to fund an amount, which could be in excess-of or less than pension cost expensed, subject to the limitations imposed by current tax regulations. We anticipate funding the plans
in 2009 in accordance with contributions required by funding regulations or the laws of each jurisdiction and currently project that we will be required to contribute approximately $105 million to our plans worldwide in 2009.

Our pension plans for U.S. non-collectively bargained employees, excluding Trane employees, provide benefits on a final average pay formula. Trane maintains a pension
plan for Trane non-collectively bargained U.S. employees, where eligible employees may elect to participate and receive a credit equal to 3% of eligible pay. Collectively bargained pension plans, including Trane plans, principally provide benefits
based on a flat benefit formula. Non-U.S. plans usually provide benefits based on an earnings and years of service formula. Additional supplemental benefit plans are maintained by us for officers and other key employees. Pension benefit payments are
expected to be paid as follows: $214.5 million in 2009, $242.0 million in 2010, $207.6 million in 2011, $218.9 million in 2012, $229.6 million in 2013 and $1,228.0 million for the years 2014 to 2018.



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Net pension cost is based on the weighted-average assumptions used at the end of the previous year to calculate the
pension benefit obligation, adjusted for any curtailment and settlement gains or losses, if any. Trane plans were based on assumptions determined at the Acquisition Date. Net periodic pension cost for 2008 was $31.0 million, of which $7.3 million
related to Trane plans. The details of net periodic pension cost for 2008, 2007 and 2006 were as follows:



|                                                                                              |  |   |       |   |  |   |      |  |   |      |  
|--------------------------------------------------------------------------------------------- |  | - | ----- | - |  | - | ---- |  | - | ---- | -
|In millions                                                                                   |  |   | 2008  |   |  |   | 2007 |  |   | 2006 |  
|Net periodic pension benefit cost                                                             |  | $ | 31.0  |   |  | $ | 11.5 |  | $ | 32.7 |  
|Net curtailment and settlement (gains) losses                                                 |  |   | 2.3   |   |  |   | 63.5 |  |   | -    |  
|Net periodic pension benefit (income) cost afternet curtailment and settlement (gains) losses |  | $ | 33.3  |   |  | $ | 75.0 |  | $ | 32.7 |  
|                                                                                              | 
|                                                                                              |  |   |      
|Amounts recorded in continuing operations                                                     |  | $ | 44.8  |   |  | $ | 20.6 |  | $ | 38.3 |  
|Amounts recorded in discontinued operations                                                   |  |   | (11.5 | ) |  |   | 54.4 |  |   | (5.6 | )
|Total                                                                                         |  | $ | 33.3  |   |  | $ | 75.0 |  | $ | 32.7 |  

Net periodic pension cost for 2009 is projected to be approximately $160 million, of which $45 million relates to
Trane pension plans.

Postretirement Benefits Other Than Pensions

In 2006, we adopted SFAS 158, which requires us to record the funded status of our postretirement plans on the balance sheet effective December 31, 2006. The adoption of SFAS 158 for the Companys
postretirement plans other than pensions resulted in an increase of total liabilities of $300.4 million and a decrease of total shareholders equity of $135.7 million (net of tax of $164.7 million).

In 2008, we adopted the measurement provision of SFAS 158 which required us to measure plan assets and benefit obligations as of the date of our fiscal year-end
financial statements. Therefore, we changed the measurement date for our defined benefit plans from November 30 to December 31. We elected the alternative transition method whereby we determined net periodic pension cost for the 13 month
period from December 1, 2007 to December 31, 2008 and allocated net periodic postretirement benefit cost proportionately between amounts to be recognized as an adjustment of retained earnings and net periodic pension cost. As a result, we
recorded a one-time after-tax charge for postretirement benefits of $2.5 million to Retained earnings ($4.7 million pre-tax).

As a result of the
acquisition of Trane on June 5, 2008, we assumed unfunded obligations for postretirement benefits other than pensions in the amount of $268.9 million.

We fund postretirement benefit costs principally on a pay-as-you-go basis. Benefit payments for postretirement benefits, which are net of expected plan participant contributions and Medicare Part D subsidy, are expected to be paid as
follows: $71.1 million in 2009, $73.4 million in 2010, $70.9 million in 2011, $76.7 million in 2012, $76.1 million in 2013 and $378.4 million for the years 2014 to 2018.



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Net periodic postretirement benefit cost is based on the weighted-average assumptions used at the end of the previous
year to calculate the postretirement benefit obligation, adjusted for any curtailment and settlement gains or losses, if any. Trane plans were based on assumptions determined at the Acquisition Date. Net periodic postretirement benefit cost for 2008
totaled $69.8 million, of which $13.2 million related to Trane plans. The details of net periodic postretirement cost for 2008, 2007 and 2006 were as follows:



|                                                                                                     |  |   |      |  |   |         |  |   |     
|---------------------------------------------------------------------------------------------------- |  | - | ---- |  | - | ------- |  | - | ----
|In millions                                                                                          |  |   | 2008 |  |   | 2007    |  |   | 2006
|Net periodic postretirement benefit cost                                                             |  | $ | 69.8 |  | $ | 78.1    |  | $ | 79.2
|Net curtailment and settlement (gains) losses                                                        |  |   | -    |  |   | (265.9) |  |   | -   
|Net periodic postretirement benefit (income) costafter net curtailment and settlement (gains) losses |  | $ | 69.8 |  | $ | (187.8) |  | $ | 79.2
|                                                                                                    
|Amounts recorded in continuing operations                                                            |  | $ | 38.4 |  | $ | 22.7    |  | $ | 25.7
|Amounts recorded in discontinued operations                                                          |  |   | 31.4 |  |   | (210.5) |  |   | 53.5
|Total                                                                                                |  | $ | 69.8 |  | $ | (187.8) |  | $ | 79.2

Net periodic postretirement benefit cost for 2009 is projected to be approximately $81 million, of which $23
million relates to Trane postretirement plans.

Income Taxes

Effective January 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement 109 (FIN 48), which prescribes a recognition threshold
and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on the recognition, classification, accounting in interim periods and
disclosure requirements for uncertain tax positions. As a result of adopting FIN 48, the company recorded additional liabilities to its previously established reserves, and a corresponding decrease in retained earnings of $145.6 million. The Company
has total unrecognized tax benefits of $589.6 million as of December 31, 2008.

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

The 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 principal proposed adjustment relates to the disallowance of certain capital losses. The Company disputes the IRS position and
protests have been filed with the IRS Appeals Division. In order to reduce the potential interest expense 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. Similarly, during the third quarter of 2008, the Company made an additional payment of $55.1 million related to a potential penalty assessment plus accrued interest on this matter. The Company
continues



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negotiating with the IRS on the ultimate settlement of this matter. 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. The Company has and intends to continue 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.

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.



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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 2008, we spent $6.9 million on capital projects for pollution abatement and control, and an additional $15.5 million for environmental remediation expenditures at
sites presently or formerly owned or leased by us. As of December 31, 2008, we have recorded reserves for environmental matters of $100.9 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.

For a further discussion
of our potential environmental liabilities, see Note 22 in the consolidated financial statements.

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 either Ingersoll-Rand Company (IR-New Jersey) or Trane and generally allege injury caused by exposure to asbestos contained in
certain historical products sold by IR-New Jersey or Trane, primarily pumps, boilers and railroad brake shoes. Neither IR-New Jersey nor Trane was a producer or manufacturer of asbestos, however, some 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.



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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.



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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.

In connection with our acquisition of Trane, the Company requested ARPC to assist in
calculating Tranes asbestos-related valuations of current and future liabilities. As required by SFAS No. 141, Business Combinations, the Company is required to record the assumed asbestos obligations and associated
insurance-related assets at their fair value at the Acquisition Date. The Company preliminarily estimates that the assumed asbestos obligation and associated insurance-related assets at the Acquisition Date to be $494 million and $249 million,
respectively. These amounts were estimated based on certain assumptions and factors consistent with those described above.

Trane continues to be in
litigation against certain carriers whose policies it believes provide coverage for asbestos claims. The insurance carriers named in this suit have challenged Tranes right to recovery. Trane filed the action in April 1999 in the Superior Court
of New Jersey, Middlesex County, against various primary and lower layer excess insurance carriers, seeking coverage for environmental claims (the NJ Litigation). The NJ Litigation was later expanded to also seek coverage for
asbestos-related liabilities from twenty-one primary and lower layer excess carriers and underwriting syndicates. The environmental claims against most of the insurers in the NJ Litigation have been settled. On September 19, 2005, the
court granted Tranes motion to add claims for insurance coverage for asbestos-related liabilities against 16 additional insurers and 117 new insurance policies to the NJ Litigation. The court also required the parties to submit all contested
matters to mediation. Trane engaged in its first mediation session with the NJ Litigation defendants on January 18, 2006 and has engaged in active discussions since that time.

Trane has now settled with a substantial number of its insurers, collectively accounting for approximately 80% of its recorded asbestos-related liability insurance receivable as of January 31, 2009. More
specifically, effective August 26, 2008, Trane entered into a coverage-in-place agreement (August 26 Agreement) with the following five insurance companies or groups: 1) Hartford; 2) Travelers; 3) Allstate (solely in its capacity as
successor-in-interest to Northbrook Excess & Surplus Insurance Company); 4) Dairyland Insurance Company; and 5) AIG. The August 26 Agreement provides for the reimbursement by the insurer signatories of a portion of Tranes
costs for asbestos bodily injury claims under specified terms and conditions and in exchange for certain releases and indemnifications from Trane. In addition, on September 12, 2008, Trane entered into a settlement agreement with Mt. McKinley
Insurance Company and Everest Reinsurance Company, both members of the Everest Re group, resolving all claims in the NJ Litigation involving policies issued by those companies (Everest Re Agreement). The Everest Re Agreement
contains a number of elements, including policy buy-outs and partial buy-outs in exchange for a cash payment along with coverage-in-place features similar to those contained in the August 26 Agreement, in exchange for certain releases and
indemnifications by Trane. More recently, on January 26, 2009, Trane entered into a coverage-in-place agreement with Columbia Casualty Company, Continental Casualty Company, and Continental Insurance Company in its own capacity and as
successor-in-interest to Harbor Insurance Company and London Guarantee & Accident Company of New York (CNA Agreement). The CNA Agreement provides for the reimbursement by the insurer signatories of a portion of Tranes
costs for indemnification from Trane. Trane remains in settlement negotiations with the insurer defendants in the NJ Litigation not encompassed within the August 26 Agreement, Everest Re Agreement, and the CNA Agreement. Once concluded, we
believe NJ Litigation will resolve coverage issues with respect to approximately 95% of Tranes recorded insurance receivable in connection with asbestos-related liabilities.



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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 twenty five years ago to December 31, 2008, the Company has resolved (by
settlement or dismissal) approximately 253,000 claims arising from the legacy Ingersoll Rand businesses. The total amount of all settlements paid by the Company (excluding insurance recoveries) and by its insurance carriers is approximately
$351 million, for an average payment per resolved claim of $1,387. The average payment per claim resolved during the year ended December 31, 2008 was $952. Because claims are frequently filed and settled in large groups, the amount and
timing of settlements, as well as the number of open claims, can fluctuate significantly from period to period.

The table below provides additional
information regarding asbestos-related claims filed against the legacy Ingersoll Rand businesses, excluding those filed against Trane, reflecting updated information for the last three years.



|                          |  |         |   |  |         |   |  |         |  
|------------------------- |  | ------- | - |  | ------- | - |  | ------- | -
|                          |  | 2006    |   |  | 2007    |   |  | 2008    |  
|Open claims - January 1   |  | 102,968 |   |  | 101,709 |   |  | 100,623 |  
|New claims filed          |  | 6,457   |   |  | 5,398   |   |  | 4,567   |  
|Claims settled            |  | (6,558  | ) |  | (5,005  | ) |  | (3,693  | )
|Claims dismissed *        |  | (1,158  | ) |  | (1,479  | ) |  | (38,189 | )
|Open claims - December 31 |  | 101,709 |   |  | 100,623 |   |  | 63,308  |  

* The significant increase in dismissals in 2008 is attributed to the dismissal of large numbers of dormant and/or
inactive cases in Mississippi and New York. 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.

From receipt of the first asbestos claim more than twenty years ago through December 31,
2008, the Company has resolved approximately 74,000 (by settlement or dismissal) claims arising from the legacy Trane business. The Company and its insurance carriers have paid settlements of approximately $125.4 million on these claims, which
represents an average payment per resolved claim of $1,694. At December 31, 2008, there were 98,339 open claims pending against Trane. Because claims are frequently filed and settled in large groups, the amount and timing of settlements, as
well as the number of open claims, can fluctuate significantly from period to period.



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The table below provides additional information regarding asbestos-related claims filed against the legacy Trane
businesses, reflecting updated information for the last three years.



|                          |  |         |   |  |         |   |  |         |  
|------------------------- |  | ------- | - |  | ------- | - |  | ------- | -
|                          |  | 2006    |   |  | 2007    |   |  | 2008    |  
|Open claims - January 1   |  | 113,730 |   |  | 104,570 |   |  | 105,023 |  
|New claims filed          |  | 4,440   |   |  | 3,019   |   |  | 3,626   |  
|Claims settled            |  | (848    | ) |  | (740    | ) |  | (600    | )
|Claims dismissed          |  | (12,752 | ) |  | (1,826  | ) |  | (9,710  | )
|Open claims - December 31 |  | 104,570 |   |  | 105,023 |   |  | 98,339  |  

At December 31, 2008, 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.

At December 31, 2008, the Companys liability for asbestos related matters and the asset for probable asbestos-related insurance recoveries totaled $1,195.2
million and $423.8 million, respectively, compared to $754.9 million and $249.8 million at December 31, 2007.

The (costs) income associated with the
settlement and defense of asbestos related claims after insurance recoveries were as follows:



|                        |  |   |              |   |  |   |        
|----------------------- |  | - | ------------ | - |  | - | -------
|                        |  |   | December 31,
|In millions             |  |   | 2008         |   |  |   | 2007   
|Continuing operations   |  | $ | (1.5         | ) |  | $ | -      
|Discontinued operations |  |   | (5.9         | ) |  |   | (311.3)
|Total                   |  | $ | (7.4         | ) |  | $ | (311.3)

The Company records certain 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. Income and expenses associated with Tranes asbestos liabilities and corresponding
insurance recoveries are recorded within continuing operations.

The European Commission Investigation

In November 2004, Trane was contacted by the European Commission as part of a multi-company investigation into possible infringement of European Union competition law
relating to the distribution of bathroom fixtures and fittings in certain European countries. On March 28, 2007, Trane, along with a number of other companies, received a Statement of Objections from the European Commission. The Statement of
Objections, an administrative complaint, alleges infringements of European Union competition rules by numerous bathroom fixture and fittings companies, including Trane and certain of its European subsidiaries engaged in the Bath and Kitchen
business. Certain of these legal entities were transferred to WABCO as part of a legal reorganization in connection with the spinoff of Tranes Vehicle Control Systems business that occurred on July 31, 2007. Trane and certain of its
subsidiaries and, in light of that legal reorganization, certain of WABCOs subsidiaries will be jointly and severally liable for any fines that result from the investigation. However, pursuant to an Indemnification and Cooperation Agreement
among Trane and certain other parties (Indemnification Agreement), American Standard Europe BVBA (renamed WABCO Europe BVBA) (WABCO Europe), which is a subsidiary of WABCO following the reorganization, will be responsible for, and will indemnify
Trane and its



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subsidiaries (including certain subsidiaries formerly engaged in the Bath and Kitchen business) and their respective affiliates against, any fines related to
this investigation. Trane and the charged subsidiaries responded to the European Commission on August 1, 2007 and July 31, 2007, respectively. A hearing with the European Commission regarding the response to the Statement of Objections was
conducted from November 12-14, 2007, in Brussels. WABCO Europe and other former Trane subsidiaries participated in the hearing. Trane, however, did not participate in the hearing.

In 2006, the European Commission adopted new fining guidelines (2006 Guidelines) and stated its intention to apply these guidelines in all cases in which a Statement of Objections is issued after September 2006. In
applying the 2006 Guidelines, the Commission retains considerable discretion in calculating the fine although the European Union regulations provide for a cap on the maximum fine equal to ten percent of Tranes worldwide revenue attributable to
all of its products for the fiscal year prior to the year in which the fine is imposed. If the maximum fine is levied in 2009, the total liability could be approximately $1.1 billion based on Tranes last full fiscal year of worldwide revenue,
subject to a probable reduction for leniency of at least 20 percent provided WABCO Europe, as the leniency applicant, fulfilled all conditions set forth in the European Commissions leniency notice. WABCO has stated in its Form 10-K for
the fiscal year ended December 31, 2008 that its ability to satisfy its obligations under the Indemnification Agreement is contingent on its funding capability at the time of the fine, which could be affected by, among other things, its ability to
access its then existing credit facilities, its ability to obtain alternative sources of financing, its ability to obtain some payment relief from the European Commission or its ability to obtain a suspension of the payment obligation from the
European Court of First Instance.

Other Matters

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 has implemented and will
continue to 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 which resulted in charges being filed against that subsidiary. Such transactions had previously been reported to the SEC and DOJ. At a December 12, 2008 hearing, all charges against the subsidiary
were dismissed.

Additionally, we have reported to the DOJ and SEC that we are currently investigating certain matters involving Trane, including one
relating to the Oil for Food Program, and which raise potential issues



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under the FCPA and other applicable anti-corruption laws. We have indicated to the SEC and DOJ that we are conducting a thorough investigation of these
matters and that we would report back to them with our findings. The investigation of these matters began in earnest promptly after our acquisition of Trane in June 2008 and is currently in progress. Previously, we had reported to the SEC and DOJ
potential FCPA issues relating to one of our businesses in China, and we have reported back to them and shared our audit report, which indicated no FCPA violations. These matters (and other matters which may arise or of which we become aware in the
future) may be deemed to violate the FCPA and other applicable anti-corruption laws. Such determinations could subject us to, among other things, further enforcement actions by the SEC or the DOJ (if, for example, the DOJ deems us to have violated
the DPA), securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects and the market value of our stock.

The following represents the changes in our product warranty liability for 2008 and 2007:



|                                                         |  |   |        |   |  |   |       |  
|-------------------------------------------------------- |  | - | ------ | - |  | - | ----- | -
|In millions                                              |  |   | 2008   |   |  |   | 2007  |  
|Balance at beginning of year                             |  | $ | 146.9  |   |  | $ | 137.1 |  
|Reductions for payments                                  |  |   | (207.7 | ) |  |   | (68.5 | )
|Accruals for warranties issued during the current period |  |   | 246.7  |   |  |   | 80.1  |  
|Changes for accruals related to preexisting warranties   |  |   | (22.9  | ) |  |   | (7.8  | )
|Acquisitions                                             |  |   | 483.3  |   |  |   | -     |  
|Translation                                              |  |   | (5.6   | ) |  |   | 6.0   |  
|                                                         |  |   |        |   |  |   |       |  
|Balance at end of the year                               |  | $ | 640.7  |   |  | $ | 146.9 |  

Certain office and warehouse facilities, transportation vehicles and data processing equipment are leased. Total
rental expense was $144.8 million in 2008, $72.2 million in 2007 and $68.2 million in 2006. Minimum lease payments required under non-cancelable operating leases with terms in excess of one year for the next five years and thereafter, are as
follows: $169.9 million in 2009, $130.8 million in 2010, $102.3 million in 2011, $77.7 million in 2012, $64.3 million in 2013 and $102.5 million thereafter.

Trane has commitments and performance guarantees, including energy savings guarantees, totaling $108.4 million extending from 2008-2028. These guarantees are provided under long-term service and maintenance contracts related to its air
conditioning equipment and system controls. Through 2008, the Company has experienced one insignificant loss under such arrangements and considers the probability of any significant future losses to be remote.

We have other contingent liabilities of $5.1 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.

As part of the reorganization of IR-New Jersey in 2001, IR-Limited has fully and unconditionally
guaranteed payment of all of IR-New Jerseys issued public debt securities. No other subsidiary of ours guarantees these securities.

IR-New Jersey
has unconditionally guaranteed payment of the principal, premium, if any, and interest on our 4.75% Senior Notes due in 2015 in aggregate principal amount of $300 million. The guarantee is unsecured and provided on an unsubordinated basis. The
guarantee ranks equally in right of payment with all of the existing and future unsecured and unsubordinated debt of IR-New Jersey.

Public debt securities
issued by IR Global Holding Company Limited are fully and unconditionally guaranteed by IR-Limited. No other subsidiary of ours guarantees these securities.



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Critical Accounting Policies

Managements Discussion and Analysis of Financial Condition and Results of Operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of financial statements in conformity with those accounting principles requires management to use judgment in making estimates and assumptions based on the relevant information available at the end of each period.
These estimates and assumptions have a significant effect on reported amounts of assets and liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities because they result primarily from the need to make
estimates and assumptions on matters that are inherently uncertain. Actual results may differ from estimates. The following is a summary of certain accounting estimates and assumptions made by management that we consider critical.



| |  | Allowance for doubtful accounts  The Company has provided an allowance for doubtful accounts receivable which represents the best estimate of probable loss
inherent in the Companys accounts receivable portfolio. This estimate is based upon the Companys policy, derived from its knowledge of its end markets, customer base and products.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Goodwill and indefinite-lived intangible assets  We have significant goodwill and intangible assets on our balance sheet related to acquisitions. Our goodwill
and other indefinite-lived intangible assets are tested and reviewed annually for impairment or when there is a significant change in circumstances. Recoverability of goodwill is measured at the reporting unit level and determined using a two step
process. The first step compares the carrying amount of the reporting unit to its estimated fair value. To the extent that the carrying value of the reporting unit exceeds its estimated fair value, a second step is performed, wherein the reporting
units carrying value of goodwill is compared to the implied fair value of goodwill. To the extent that the carrying value exceeds the fair value, impairment exists and must be recognized. Recoverability of other intangible assets with
indefinite useful lives is measured by a comparison of the carrying amount of the intangible assets to the fair value of the respective intangible assets. Any excess of the carrying value over the fair value is recognized as an impairment loss.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As discussed in Note 4 of the consolidated financial statements, we have recorded an impairment charge of approximately
$3,710.0 million ($3,385.0 million after-tax) in the fourth quarter of 2008, based on the estimated fair value and book value of our reporting units. The determination of the reporting units estimated fair value requires management to make
assumptions about estimated cash flows, including profit margins, long-term forecasts, discount rates and terminal growth rates. Management developed these assumptions based on the market and geographic risks unique to each reporting unit. The
calculation of fair value is based on two valuation techniques, a discounted cash flow model (income approach) and a market adjusted multiple of earnings and revenues (market approach), with each method being equally weighted in the calculation.
Under the income approach, we assumed a forecasted cash flow period of five years with discount rates generally ranging from 11%-15% and terminal growth rates generally ranging from 2%-5%. Under the market approach, management used an adjusted
multiple of earnings and revenues based on the market information of comparable companies. Additionally, management compared the estimated aggregate fair value of its reporting units to the Companys overall market capitalization.

The assumptions used represent managements best estimate of fair value. For those reporting units that did not have impairment, the fair value
of the reporting units exceeded the carrying value by at least 8%. Due to the ongoing uncertainty in market conditions, which may continue to negatively impact our market value, we will continue to monitor and evaluate the carrying value of goodwill
and our indefinite-lived intangible assets. If market and economic conditions deteriorate further, this



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could increase the likelihood of future non-cash impairment charges related to goodwill and/or our indefinite-lived intangible assets.



| |  | Long-lived assets and finite-lived intangibles  Long-lived assets and finite-lived intangibles are reviewed for impairment whenever events or changes in
business circumstances indicate that the carrying amount of an asset may not be fully recoverable. Assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows can be generated. Impairment in the
carrying value of an asset would be recognized whenever anticipated future undiscounted cash flows from an asset are less than its carrying value. The impairment is measured as the amount by which the carrying value exceeds the fair value of the
asset as determined by an estimate of discounted cash flows. The Company believes that its use of estimates and assumptions are reasonable and comply with generally accepted accounting principles. Changes in business conditions could potentially
require future adjustments to these valuations.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Loss contingencies  Liabilities are recorded for various contingencies arising in the normal course of business, including litigation and administrative
proceedings, environmental and asbestos matters and product liability, product warranty, workers compensation and other claims. The Company has recorded reserves in the financial statements related to these matters, which are developed using
input derived from actuarial estimates and historical and anticipated experience data depending on the nature of the reserve, and in certain instances with consultation of legal counsel, internal and external consultants and engineers. Subject to
the uncertainties inherent in estimating future costs for these types of liabilities, the Company believes its estimated reserves are reasonable and does not believe the final determination of the liabilities with respect to these matters would
have a material effect on the financial condition, results of operations, liquidity or cash flows of the Company for any year.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Asbestos matters  Certain wholly owned subsidiaries of the Company are named as defendants in asbestos-related lawsuits in state and federal courts. The
Company records a liability for its actual and anticipated future claims as well as an asset for anticipated insurance settlements. Although the Company was neither a manufacturer or producer of asbestos, some of its formerly manufactured components
from third party suppliers utilized asbestos related components. As a result, the Company records certain income and expenses associated with our asbestos liabilities and corresponding insurance recoveries within discontinued operations, net of tax,
as they relate to previously divested businesses. Income and expenses associated with Tranes asbestos liabilities and corresponding insurance recoveries are recorded within continuing operations. Refer to Note 22 in the consolidated financial
statements for further details of asbestos-related matters.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Revenue recognition  Revenue is recognized and earned when all of the following criteria are satisfied: (a) persuasive evidence of a sales arrangement
exists; (b) price is fixed or determinable; (c) collectibility is reasonably assured; and (d) delivery has occurred or service has been rendered. Delivery generally occurs when the title and the risks and rewards of ownership have
substantially transferred to the customer. Revenue from maintenance contracts or extended warranties is recognized on a straight-line basis over the life of the contract, unless another method is more representative of the costs incurred. The
Company enters into agreements that contain multiple elements, such as equipment, installation and service revenue. For multiple-element arrangements, the Company recognizes revenue for delivered elements when the delivered item has stand-alone
value to the customer, fair values of undelivered elements are known, customer acceptance has occurred, and there are only customary refund or return rights related to the delivered elements. Revenues from certain of our equipment and the related
installation sold under construction-type contracts are recorded using the percentage-of-completion method in accordance with Statement of
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Revenues associated with contracts
accounted for under the percentage of completion method of accounting amounted to approximately five percent of the Companys 2008 net revenues.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Securitization of receivables  The Company has sold interests in accounts receivable to special purpose entities previously created by Trane as part of
accounts receivable financing facilities established in the U.S. with a major international bank. At the time of sale, the receivables become legally isolated from the Company, the purchasers have the right to pledge or exchange the receivables and
the purchasers obtain effective control over the receivables. For these reasons, receivables sold under such arrangements are removed from the balance sheet at the time they are sold. Any retained interests in receivables sold are carried at fair
value in other current assets.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Income taxes  Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and
liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. The Company recognizes future tax benefits, such as net operating losses and non-U.S. tax credits, to the extent that
realizing these benefits is considered in its judgment to be more likely than not. The Company regularly reviews the recoverability of its deferred tax assets considering its historic profitability, projected future taxable income, timing of the
reversals of existing temporary differences and the feasibility of its tax planning strategies. Where appropriate, the Company records a valuation allowance with respect to a future tax benefit.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 December 31, 2008 and December 31, 2007 were $589.6 million and $379.8 million, respectively. The increase is
primarily related to the inclusion of unrecognized tax positions attributable to the Trane business.

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. The Company believes that it has adequately provided for any reasonably foreseeable resolution of these matters. The Company will adjust its estimate if significant events so dictate. 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 in the period that the matter is finally resolved.



| |  | Employee benefit plans  The Company provides a range of benefits to eligible employees and retired employees, including pensions, postretirement and
postemployment benefits. Determining the cost associated with such benefits is dependent on various actuarial assumptions including
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| | discount rates, expected return on plan assets, compensation increases, employee mortality and turnover rates and health-care cost trend rates. Actuarial
valuations are performed to determine expense in accordance with generally accepted accounting principles in the United States. Actual results may differ from the actuarial assumptions and are generally accumulated and amortized into earnings over
future periods. Effective December 31, 2006, these effects are generally recognized in shareholders equity on an annual basis, due to the adoption of SFAS 158. The Company reviews its actuarial assumptions at each measurement date and
makes modifications to the assumptions based on current rates and trends, if appropriate. The discount rate, the rate of compensation increase and the expected long-term rates of return on plan assets are determined as of the measurement date. A
discount rate reflects a rate at which pension benefits could be effectively settled. It is established and based primarily on a study based on the Citigroup Pension Liability index, and a review of the current yields reported by Moodys on AA
corporate bonds or the yields of high-quality fixed-income investments available and expected to be available during the life of the plans. The rate of compensation increase is dependent on expected future compensation levels. The expected long-term
rate of return on plan assets reflects the average rate of earnings expected on the funds invested or to be invested to provide for the benefits included in the projected benefit obligation. The expected long-term rate of return on plan assets is
based on what is achievable given the plans investment policy, the types of assets held and the target asset allocation. The expected long-term rate of return is determined as of the measurement date. The Company believes that the assumptions
utilized in recording its obligations under its plans are reasonable based on input from its actuaries, outside investment advisors and information as to assumptions used by plan sponsors.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in any of the assumptions can have an impact on the net periodic pension cost or postretirement benefit cost. Estimated sensitivities to the net
periodic pension cost of a 0.25% rate decrease in the three basic assumptions are as follows: the discount rate would increase expense by approximately $7.6 million; the rate of compensation increase would decrease expense by approximately $4.4
million; and the estimated return on assets assumption would increase expense by approximately $5.8 million. A 0.25% rate decrease in the discount rate for postretirement benefits would increase net periodic postretirement benefit cost by $1.0
million and a 1.0% increase in the health-care cost trend rate would increase the cost by approximately $1.8 million.

The preparation of financial
statements includes the use of estimates and assumptions that affect a number of amounts included in the Companys consolidated financial statements. If actual amounts are ultimately different from previous estimates, the revisions are included
in the Companys results for the period in which the actual amounts become known. Historically, the aggregate differences, if any, between the Companys estimates and actual amounts in any year have not had a material impact on the
consolidated financial statements.

Recently Adopted Accounting Pronouncements:

Effective January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), Share-Based Payment, (SFAS 123(R)) using the modified prospective method of adoption. SFAS 123(R) requires companies to
recognize compensation expense for an amount equal to the fair value of the share-based payment issued. Under the modified prospective method, financial statement amounts for prior periods have not been restated to reflect the fair value method of
recognizing compensation cost relating to stock options.

In September 2006, the FASB issued 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



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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.

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 resulted in an after-tax charge to Retained earnings in the amount of $3.7 million ($6.5 million pre-tax) in 2008.

In
September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB
108). SAB 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The SEC staff believes that registrants should quantify errors
using both a balance sheet and an income statement approach and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. SAB 108 is effective for
the Company for the fiscal year ended December 31, 2006. SAB 108 did not have a material impact on the Companys financial statements.

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. As a result of adopting FIN 48 as of January 1, 2007, the Company recorded additional liabilities to its previously
established reserves, and corresponding decrease in Retained earnings of $145.6 million.

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 23 in the 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 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. As of December 31, 2008, the Company has not elected the option available under SFAS 159.



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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; however, the Company does not
expect the impact to the consolidated financial statements to be material.

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; however, the Company does not expect the impact to the
consolidated financial statements to be material.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles (SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity
with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This pronouncement did not have a material impact on its financial statements.

In November 2008, the SEC issued for comment a proposed roadmap for the potential use by U.S. issuers of financial statements prepared in accordance with International Financial Reporting Standards (IFRS). IFRS is a
comprehensive series of accounting standards published by the International Accounting Standards Board (IASB). Under the proposed roadmap, we could be required, in 2014, to prepare financial statements in accordance with IFRS. The SEC will make a
determination in 2011 regarding the mandatory adoption of IFRS. We are currently assessing the impact that this potential change would have on our consolidated financial statements, and we will continue to monitor the development of the potential
implementation of IFRS.



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Item 7A.QUANTITATIVE AND
QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to fluctuations in non-U.S. currency exchange rates, interest rates and commodity prices
which could impact our results of operations and financial condition. To manage certain of those exposures, we use derivative instruments, primarily forward contracts. Derivative instruments utilized by us in our hedging activities are viewed as
risk management tools, involve little complexity and are not used for trading or speculative purposes. To minimize the risk of counter party non-performance, derivative instrument agreements are made only through major financial institutions with
significant experience in such derivative instruments.

Foreign Currency Exposures

We have operations throughout the world that manufacture and sell their products in various international markets. As a result, we are exposed to movements in exchange rates of various currencies against the U.S.
dollar as well as against other currencies throughout the world. We actively manage the currency exposures that are associated with non-U.S. currency purchases and sales and other assets and liabilities at the operating unit level. Exposures that
cannot be naturally offset within an operating unit to an insignificant amount are hedged with foreign currency derivatives. We also have non-U.S. currency net asset exposures, which we currently do not hedge with any derivative instrument.

We evaluate our exposure to changes in currency exchange rates using a sensitivity analysis. The sensitivity analysis is a measurement of the potential
gain or loss in fair value based on a percentage increase or decrease in exchange rates against the U.S. dollar. Based on the firmly committed currency derivative instruments in place at December 31, 2008, a hypothetical change in fair value of
those derivative instruments assuming a 10% increase in exchange rates against the U.S. dollar would result in an unrealized gain of approximately $23.9 million, as compared with an unrealized gain of $17.2 million at December 31, 2007. These
amounts would be offset by changes in the fair value of the underlying currency transactions.

As a result of the Trane acquisition we are exposed to
exchange rate cash flow risks related to interest payments on debt that is denominated in Pound Sterling. We evaluate our exposure to changes in the Pound Sterling using a sensitivity analysis. Based on the cross currency swap in
place at December 31, 2008, a hypothetical change in fair value of the swap assuming a 10% increase in exchange rates against the US Dollar would result in an unrealized gain of approximately $9.3 million. These amounts would be offset by
changes in the fair value of the underlying debt transaction.

Commodity Price Exposures

We are exposed to volatility in the prices of raw materials used in some of our products and use both fixed price contracts and in limited circumstances, derivative
contracts, to manage this exposure. We evaluate our exposure to changes in commodity prices using a sensitivity analysis. The sensitivity analysis is a measurement of the potential gain or loss in fair value based on a percentage increase or
decrease in commodity prices. Based on the firmly committed commodity derivative instruments in place at December 31, 2008, a hypothetical change in fair value of those derivative instruments assuming a 10% decrease in commodity prices would
result in a loss of approximately $1.0 million, as compared with an unrealized loss of $2.4 million at December 31, 2007. These amounts would be offset by changes in the fair value of underlying the commodity transactions.

Interest Rate Exposure

Our long-term debt portfolio mainly consists
of fixed-rate instruments. However, we are active in the commercial paper markets. These markets, by their terms, have a maturity of less than a year. As such, we are exposed to interest rate risk. In addition, we have borrowings up to $754 million
as of December 31, 2008 under our senior unsecured bridge loan facility. The borrowing cost is LIBOR plus a spread. As LIBOR fluctuates, our cost for the borrowing under the facility will also fluctuate.



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Item 8.FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA



|(a) | The following consolidated financial statements and the report thereon of PricewaterhouseCoopers LLP dated February 27, 2009, are presented following Item 15 of this Annual
Report on Form 10-K.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Consolidated Financial Statements:

Report of independent registered public accounting firm

Consolidated statements of income for the years ended December 31, 2008, 2007 and 2006

Consolidated balance sheets at December 31, 2008 and 2007

For the years ended December 31, 2008, 2007 and 2006:

Consolidated statements of shareholders equity

Consolidated statements of cash flows

Notes to consolidated financial statements

Financial Statement Schedule:

Consolidated schedule for the years ended December 31, 2008, 2007 and 2006:

Schedule II  Valuation and Qualifying Accounts



|(b) | The unaudited quarterly financial data for the two years ended December 31, is as follows:
|--- | ------------------------------------------------------------------------------------------



|                                      |  |   |              |   |  |   |               |   |  |   |              |   |  |   |               |  
|------------------------------------- |  | - | ------------ | - |  | - | ------------- | - |  | - | ------------ | - |  | - | ------------- | -
|In millions, except per share amounts |  |   | 2008         |  
|                                      |  |   | FirstQuarter |   |  |   | SecondQuarter |   |  |   | ThirdQuarter |   |  |   | FourthQuarter |  
|                                      |  |   |              |   |  |   |               |   |  |   |              |   |  |   |               |  
|Net revenues                          |  | $ | 2,163.3      |   |  | $ | 3,080.8       |   |  | $ | 4,313.2      |   |  | $ | 3,670.0       |  
|Cost of goods sold                    |  |   | (1,540.9     | ) |  |   | (2,196.1      | ) |  |   | (3,209.4     | ) |  |   | (2,801.6      | )
|Operating income (loss)               |  |   | 247.0        |   |  |   | 361.6         |   |  |   | 347.4        |   |  |   | (3,529.8      | )
|Net earnings (loss)                   |  |   | 181.6        |   |  |   | 256.1         |   |  |   | 227.7        |   |  |   | (3,290.2      | )
|Earnings (loss) per common share:     |  |   |              |   |  |   |               |   |  |   |              |   |  |   |               |  
|Basic                                 |  | $ | 0.66         |   |  | $ | 0.89          |   |  | $ | 0.71         |   |  | $ | (10.27        | )
|Diluted                               |  | $ | 0.66         |   |  | $ | 0.88          |   |  | $ | 0.70         |   |  | $ | (10.27        | )
|                                      |  |   | 2007         |  
|                                      |  |   | FirstQuarter |   |  |   | SecondQuarter |   |  |   | ThirdQuarter |   |  |   | FourthQuarter |  
|                                      |  |   |              |   |  |   |               |   |  |   |              |   |  |   |               |  
|Net revenues                          |  | $ | 1,976.2      |   |  | $ | 2,224.6       |   |  | $ | 2,239.0      |   |  | $ | 2,323.3       |  
|Cost of goods sold                    |  |   | (1,416.0     | ) |  |   | (1,589.7      | ) |  |   | (1,608.2     | ) |  |   | (1,658.1      | )
|Operating income                      |  |   | 208.6        |   |  |   | 274.1         |   |  |   | 276.3        |   |  |   | 298.8         |  
|Net earnings                          |  |   | 217.5        |   |  |   | 964.1         |   |  |   | 266.6        |   |  |   | 2,518.5       |  
|Earnings per common share:            |  |   |              |   |  |   |               |   |  |   |              |   |  |   |               |  
|Basic                                 |  | $ | 0.71         |   |  | $ | 3.21          |   |  | $ | 0.94         |   |  | $ | 9.23          |  
|Diluted                               |  | $ | 0.70         |   |  | $ | 3.17          |   |  | $ | 0.92         |   |  | $ | 9.06          |  



|1. | In the second quarter of 2007, basic and diluted earnings per common share included $2.25 and $2.22, respectively, related to the gain on sale of discontinued operations.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | In the fourth quarter of 2007, basic and diluted earnings per common share included $9.48 and $9.30, respectively, related to the gain on sale of discontinued operations. In
addition, basic and diluted earnings per common share included a charge of $1.02 and $1.00, respectively relating to asbestos matters for a previously divested business of the Company.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | 2008 amounts include the results of Trane since the acquisition date (June 5, 2008 through December 31, 2008).
|-- | --------------------------------------------------------------------------------------------------------------

|4. | The fourth quarter of 2008 includes a one-time, non-cash charge of $3,710.0 million ($3,385.0 after-tax) related to the impairment of assets.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------



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Item 9.CHANGES IN AND
DISAGREEMENTS WITH INDEPENDENT ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9ACONTROLS AND PROCEDURES

Disclosure
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
Annual Report on Form 10-K. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2008, that the disclosure controls and procedures are effective in ensuring that all material information
required to be filed in this Annual Report on Form 10-K 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.

Managements Report on Internal Control Over Financial Reporting

The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management has assessed the effectiveness of internal control over financial reporting as of December 31, 2008. In making its assessment, management
has utilized the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control  Integrated Framework. Management concluded that based on its assessment, the Companys internal
control over financial reporting was effective as of December 31, 2008.

The effectiveness of the Companys internal control over financial
reporting as of December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control Over Financial Reporting

There has been no change in the Companys internal
controls over financial reporting during the quarter ended December 31, 2008 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.

Item 9B.OTHER INFORMATION

None.



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PART III

The information called for by Part III (Items 10, 11, 12, and 13) of Form 10-K will be included in the Companys Proxy Statement for the Companys 2008 Annual General Meeting of Shareholders, which the
Company intends to file within 120 days after the close of its fiscal year ended December 31, 2008 and is hereby incorporated by reference to such Proxy Statement, except that the information as to the Companys executive officers which
follows Item 
4 in this Annual Report on Form 10-K, is incorporated by reference into Items 10 and 12, respectively, of this Report.

Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is
incorporated herein by reference to the information contained under the caption Audit and Non-Audit Fees in our 2008 Proxy Statement.



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PART IV

Item 15.EXHIBITS AND FINANCIAL STATEMENTS SCHEDULE



|              |  |                                                                                                                
|------------- |  | ---------------------------------------------------------------------------------------------------------------
|(a) 1. and 2. |  | Financial statements and financial statement schedule See Item 8.                                              
|              | 
|3.            |  | Exhibits                                                                                                       
|              |  | The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K.



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INGERSOLL-RAND COMPANY LIMITED

INDEX TO EXHIBITS

(Item 15(a))

Description

Pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC), Ingersoll-Rand Company Limited (the Company) has filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and
warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties,
(ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect
the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state
of affairs at the date hereof and should not be relied upon.

(a) Exhibits



|            |  |                                                                                                                                                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                      |  | Method of Filing                                                                                                                                                                                                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                 
|2.1         |  | Agreement and Plan of Merger, dated as of October 31, 2001, among Ingersoll-Rand Company Limited, Ingersoll-Rand Company and IR Merger Corporation                                                                                                                                                                               |  | Incorporated by reference to Annex I to the proxy statement/prospectus included as part of the Companys Registration Statement on Form S-4 (File No. 333-71642) initially filed with the SEC
on October 16, 2001 and subsequently amended on October 30, 2001.
|            |  |                                                                                                                                                                                                                                                                                                                                 
|2.2         |  | Stock and Asset Purchase Agreement, dated as of October 16, 2002, between Ingersoll-Rand Company Limited, on behalf of itself and certain of its subsidiaries and The Timken Company, on behalf of
itself and certain of its subsidiaries                                                                                        |  | Incorporated by reference to Exhibit 2.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on October 17, 2002.                                                                                                                                
|            |  |                                                                                                                                                                                                                                                                                                                                 
|2.3         |  | Amendment to the Stock and Asset Purchase Agreement, dated as of February 18, 2003, amending the Stock Purchase Agreement, dated as of October 16, 2002, between Ingersoll-Rand Company Limited,
on behalf of itself and certain of its subsidiaries and The Timken Company, on behalf of itself and certain of its subsidiaries |  | Incorporated by reference to Exhibit 2 to the Companys Schedule 13D (File No. 005-10450) filed with the SEC on February 28, 2003.                                                                                                                             



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|    |  |                                                                                                                                                                                                                                                                                       |  |                                                                                                                                                                                                                                                                 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.4 |  | Equity Purchase Agreement between FRC Acquisition LLC, on behalf of itself and the other buyers named therein, and Ingersoll-Rand Company Limited, on behalf of itself and the other sellers named
therein, dated August 25, 2004, in connection with the divestiture of Dresser-Rand |  | Incorporated by reference to Exhibit 2.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on August 26, 2004.                                                                                                                                  
|    |  |                                                                                                                                                                                                                                                                                      
|2.5 |  | Asset and Stock Purchase Agreement, dated as of February 27, 2007, among Ingersoll-Rand Company limited, on behalf of itself and the other sellers named therein, and AB Volvo (publ), on behalf
of itself and the other buyers named therein                                         |  | Incorporated by reference to Exhibit 2.01 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on February 28, 2007.                                                                                                                               
|    |  |                                                                                                                                                                                                                                                                                      
|2.6 |  | Asset and Stock Purchase Agreement, dated as of July 29, 2007, among Ingersoll-Rand Company Limited, on behalf of itself and certain of its subsidiaries, and Doosan Infracore Co., Ltd. and
Doosan Engine Co., Ltd., on behalf of themselves and certain of their subsidiaries       |  | Incorporated by reference to Exhibit 2.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on July 31, 2007.                                                                                                                                    
|    |  |                                                                                                                                                                                                                                                                                      
|2.7 |  | Agreement and Plan of Merger, dated as of December 15, 2007, among the Company, Indian Merger Sub, Inc. and Trane Inc.                                                                                                                                                                |  | Incorporated by reference to Exhibit 2.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on December 17, 2007.                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                      
|2.8 |  | Separation and Distribution Agreement, dated as of July 16, 2007, by and between American Standard Companies Inc. and WABCO Holdings Inc.                                                                                                                                             |  | Incorporated by reference to Exhibit 2.1 to Trane Inc.s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007.                                                                                                                                     
|    |  |                                                                                                                                                                                                                                                                                      
|3.1 |  | Memorandum of Association of Ingersoll-Rand Company Limited                                                                                                                                                                                                                           |  | Incorporated by reference to Annex II to the proxy statement/prospectus included as part of the Companys Registration Statement on Form S-4 (File No. 333-71642) initially filed with the
SEC on October 16, 2001 and subsequently amended on October 30, 2001.
|    |  |                                                                                                                                                                                                                                                                                      
|3.2 |  | Amended and Restated Bye-Laws of Ingersoll-Rand Company Limited, dated June 4, 2008                                                                                                                                                                                                   |  | Filed herewith.                                                                                                                                                                                                                                                 



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|     |  |                                                                                                                                                                                                                                                                                                                                       |  |                                                                                                                                                                                 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1  |  | Certificate of Designation, Preferences and Rights of Series A Preference Shares of Ingersoll-Rand Company Limited                                                                                                                                                                                                                    |  | Incorporated by reference to Exhibit 4.1 to the Companys Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-71642) filed with the SEC on October 30,
2001.
|     |  |                                                                                                                                                                                                                                                                                                                                      
|4.2  |  | Rights Agreement between Ingersoll-Rand Company Limited and The Bank of New York, as Rights Agent (expired in December 2008)                                                                                                                                                                                                          |  | Incorporated by reference to Exhibit 4.2 to the Companys Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-71642) filed with the SEC on October 30,
2001.
|     |  |                                                                                                                                                                                                                                                                                                                                      
|4.3  |  | Voting Agreement between Ingersoll-Rand Company Limited and Ingersoll-Rand Company                                                                                                                                                                                                                                                    |  | Incorporated by reference to Exhibit 4.3 to the Companys Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-71642) filed with the SEC on October 30,
2001.
|     |  |                                                                                                                                                                                                                                                                                                                                      
|4.4  |  | Indenture, dated as of August 12, 2008, among the Company, Ingersoll-Rand Global Holding Company Limited and Wells Fargo Bank, N.A., as Trustee (replacing the Indenture originally filed as
Exhibit 4.1 to the Companys Form 10-Q (File No. 001-16831) for the period ended September 30, 2008 as filed with the SEC on 11/07/2008) |  | Filed herewith.                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                      
|4.5  |  | First Supplemental Indenture, dated as of August 15, 2008, among the Company, Ingersoll-Rand Global Holding Company Limited and Wells Fargo Bank, N.A., as Trustee, to the Indenture                                                                                                                                                  |  | Incorporated by reference to Exhibit 1.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on August 18, 2008.                                                  
|     |  |                                                                                                                                                                                                                                                                                                                                      
|4.6  |  | Form of 6.0% Senior Notes due 2013                                                                                                                                                                                                                                                                                                    |  | Included as part of Exhibit 4.2.                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                      
|4.7  |  | Form of Guarantee to 6.0% Senior Notes due 2013                                                                                                                                                                                                                                                                                       |  | Included as part of Exhibit 4.2.                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                      
|4.8  |  | Form of 6.875% Senior Notes due 2018                                                                                                                                                                                                                                                                                                  |  | Included as part of Exhibit 4.2.                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                      
|4.9  |  | Form of Guarantee to 6.875% Senior Notes due 2018                                                                                                                                                                                                                                                                                     |  | Included as part of Exhibit 4.2.                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                      
|4.10 |  | Form of Senior Floating Rate Notes due 2010                                                                                                                                                                                                                                                                                           |  | Included as part of Exhibit 4.2.                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                      
|4.11 |  | Form of Guarantee to Senior Floating Rate Notes due 2010                                                                                                                                                                                                                                                                              |  | Included as part of Exhibit 4.2.                                                                                                                                                



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                                                                                                                                                           
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.12 |  | The Company and its subsidiaries are parties to several long-term debt instruments under which in each case the total amount of securities authorized does not exceed 10% of the total assets of
the Company and its subsidiaries on a consolidated basis.                                                                                                                                            |  | Pursuant to paragraph 4(iii) of Item 601(b) of Regulation S-K, the Company agrees to furnish a copy of such instruments to the SEC upon request.                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|10.1 |  | Issuing and Paying Agency Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited and JPMorgan Chase Bank, National Association, dated as
of May 22, 2008                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on May 29, 2008.                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|10.2 |  | Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited and J.P. Morgan Securities Inc., dated as of May 22,
2008                                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on May 29, 2008.                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|10.3 |  | Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited and Banc of America Securities LLC, dated as of May 22,
2008                                                                                                                                                                                                                    |  | Incorporated by reference to Exhibit 10.3 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on May 29, 2008.                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|10.4 |  | Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited and Citigroup Global Markets Inc., dated as of May 22,
2008                                                                                                                                                                                                                     |  | Incorporated by reference to Exhibit 10.4 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on May 29, 2008.                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|10.5 |  | Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited and Deutsche Bank Securities Inc., dated as of May 22,
2008                                                                                                                                                                                                                     |  | Incorporated by reference to Exhibit 10.5 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on May 29, 2008.                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                      
|10.6 |  | Credit Agreement, dated as of June 25, 2004, among Ingersoll-Rand Company and Ingersoll-Rand Company Limited, the banks listed therein, The JPMorgan Chase Bank, as Administrative Agent,
Citibank N.A., and Deutsche Bank Securities Inc., as Co-Syndication Agents, and The Bank of Tokyo-Mitsubishi, Ltd, as Documentation Agent, and J.P. Morgan Securities Inc., as Lead Arranger and Bookrunner |  | Incorporated by reference to Exhibit 4.8 to the Companys Form 10-K for the fiscal year ended December 31, 2004 (File No. 001-16831) filed with the SEC on March 16,
2005.



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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                          
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7  |  | Credit Agreement dated as of August 12, 2005, among Ingersoll-Rand Company and Ingersoll-Rand Company Limited, the banks listed therein, and Citicorp USA, Inc., as Syndication Agent, and Bank of
America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo-Mitsubishi, Ltd., New York Branch and UBS Securities LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc. and Citigroup
Global Markets Inc., as Lead Arrangers and Bookrunners                                                                          |  | Incorporated by reference to Exhibit 4.6 to the Companys Form 10-K for the fiscal year ended December 31, 2005 (File No. 001-16831) filed with the SEC on March 1, 2006.
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.8  |  | Credit Agreement, dated as of June 5, 2008, among Ingersoll-Rand Company Limited; Ingersoll-Rand Global Holding Company Limited; JPMorgan Chase Bank, N.A., as administrative agent; Credit Suisse
Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as syndication agents; J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as joint lead arrangers and joint bookrunners; and the
lending institutions from time to time parties thereto                                                                                |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on June 5, 2008.                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.9  |  | Credit Agreement, dated as of June 27, 2008, among Ingersoll-Rand Company Limited; Ingersoll-Rand Global Holding Company Limited; J.P. Morgan Chase Bank, N.A., as Administrative Agent,
Citibank, N.A., as Syndication Agent, Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo Mitsubishi, Ltd., New York Branch, BNP Paribas and William Street LLC, as Documentation Agents, and J.P. Morgan Securities Inc. and
Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners; and certain lending institutions from time to time parties thereto |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on June 30, 2008.                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.10 |  | Steven R. Shawley Offer Letter, dated June 5, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on June 10, 2008.                                            



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|      |  |                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                            
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.11 |  | Addendum to Steven R. Shawley Offer Letter, dated August 7, 2008                                                                                                                                                                                                                          |  | Incorporated by reference to Exhibit 10.9 to the Companys Form 10-Q for the period ended June 30, 2008 (File No. 001-16831) filed with the SEC on August 8,
2008.         
|      |  |                                                                                                                                                                                                                                                                                          
|10.12 |  | David R. Pannier Offer Letter, dated April 7, 2008                                                                                                                                                                                                                                        |  | Incorporated by reference to Exhibit 10.3 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on June 10, 2008.                                              
|      |  |                                                                                                                                                                                                                                                                                          
|10.13 |  | Didier Teirlinck Offer Letter, dated June 5, 2008                                                                                                                                                                                                                                         |  | Incorporated by reference to Exhibit 10.4 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on June 10, 2008.                                              
|      |  |                                                                                                                                                                                                                                                                                          
|10.14 |  | Addendum to Didier Teirlinck Offer Letter, dated July 17, 2008                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 10.13 to the Companys Form 10-Q for the period ended June 30, 2008 (File No. 001-16831) filed with the SEC on August 8,
2008.        
|      |  |                                                                                                                                                                                                                                                                                          
|10.15 |  | Steven B. Hochhauser Offer Letter, dated June 6, 2008 (as revised on June 10, 2008)                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 10.14 to the Companys Form 10-Q for the period ended June 30, 2008 (File No. 001-16831) filed with the SEC on August 8,
2008.        
|      |  |                                                                                                                                                                                                                                                                                          
|10.16 |  | Richard J. Weller Offer Letter dated September 8, 2008                                                                                                                                                                                                                                    |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on September 10, 2008.                                         
|      |  |                                                                                                                                                                                                                                                                                          
|10.17 |  | Management Incentive Unit Plan of Ingersoll-Rand Company. Amendment to the Management Incentive Unit Plan, effective January 1, 1982. Amendment to the Management Incentive Unit Plan, effective
January 1, 1987. Amendment to the Management Incentive Unit Plan, effective June 3, 1987 |  | Incorporated by reference to Ingersoll-Rand Companys Form 10-K for the fiscal year ended December 31, 1993 (File No. 1-985) filed with the SEC on March 30, 1994.         
|      |  |                                                                                                                                                                                                                                                                                          
|10.18 |  | Reorganization Amendment to Management Incentive Unit Plan dated December 31, 2001                                                                                                                                                                                                        |  | Incorporated by reference to Exhibit 10.2 to the Companys Form 10-K for the fiscal year ended December 31, 2001 (File No. 001-16831) filed with the SEC on March 31, 2002.



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|      |  |                                                                                                                                                           |  |                                                                                                                                                                               
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.19 |  | Amendment to the Ingersoll-Rand Company Management Incentive Unit Plan dated December 22, 2008                                                            |  | Filed herewith.                                                                                                                                                               
|      |  |                                                                                                                                                          
|10.20 |  | Description of Annual Incentive Arrangements for Chairman, President, Sector Presidents and other Staff Officers of Ingersoll-Rand Company Limited        |  | Incorporated by reference to Exhibit 10.10 to the Companys Form 10-K for the fiscal year ended December 31, 2005 (File No. 001-16831) filed with the SEC on March 1, 2006.   
|      |  |                                                                                                                                                          
|10.21 |  | Description of Performance Share Program for Chairman, President and Chief Executive Officer and the other Participants of Ingersoll-Rand Company Limited |  | Incorporated by reference to Exhibit 10.4 to the Companys Form 10-K for the fiscal year ended December 31, 2007 (File No. 001-16831) filed with the SEC on February 29,
2008.
|      |  |                                                                                                                                                          
|10.22 |  | Form of Change in Control Agreement with Tier 1 Officers of Ingersoll-Rand Company Limited, dated as of December 1, 2006                                  |  | Incorporated by reference to Exhibit 99.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on December 4, 2006.                                              
|      |  |                                                                                                                                                          
|10.23 |  | Form of Change in Control Agreement with Tier 2 Officers of Ingersoll-Rand Company Limited, dated as of December 1, 2006                                  |  | Incorporated by reference to Exhibit 99.2 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on December 4, 2006.                                              
|      |  |                                                                                                                                                          
|10.24 |  | Executive Supplementary Retirement Agreement for selected executive officers of Ingersoll- Rand Company                                                   |  | Incorporated by reference to Ingersoll-Rand Companys Form 10-K for the fiscal year ended December 31, 1993 (File No. 1-985) filed with the SEC on March 30, 1994.            
|      |  |                                                                                                                                                          
|10.25 |  | Executive Supplementary Retirement Agreement for selected executive officers of Ingersoll- Rand Company                                                   |  | Incorporated by reference to Ingersoll-Rand Companys Form 10-K for the fiscal year ended December 31, 1996 (File No. 1-985) filed with the SEC on March 26, 1997.            
|      |  |                                                                                                                                                          
|10.26 |  | Amendment to Executive Supplementary Retirement Agreement dated December 22, 2008                                                                         |  | Filed herewith.                                                                                                                                                               



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|      |  |                                                                                                                                           |  |                                                                                                                                                                                     
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.27 |  | Forms of insurance and related letter agreements with certain executive officers of Ingersoll-Rand Company                                |  | Incorporated by reference to Ingersoll-Rand Companys Form 10-K for the fiscal year ended December 31, 1993 (File No. 1-985) filed with the SEC on March 30, 1994.                  
|      |  |                                                                                                                                          
|10.28 |  | Ingersoll-Rand Company Supplemental Pension Plan (Amended and Restated Effective January 1, 2005)                                         |  | Filed herewith.                                                                                                                                                                     
|      |  |                                                                                                                                          
|10.29 |  | Ingersoll-Rand Company Supplemental Pension Plan II (Effective January 1, 2005)                                                           |  | Filed herewith.                                                                                                                                                                     
|      |  |                                                                                                                                          
|10.30 |  | Ingersoll-Rand Company Supplemental Employee Savings Plan (Amended and Restated Effective January 1, 2009)                                |  | Filed herewith.                                                                                                                                                                     
|      |  |                                                                                                                                          
|10.31 |  | Ingersoll-Rand Company Supplemental Employee Savings Plan II (Effective January 1, 2005 and Amended and Restated through January 1, 2009) |  | Filed herewith.                                                                                                                                                                     
|      |  |                                                                                                                                          
|10.32 |  | Incentive Stock Plan of 1995 (as amended)                                                                                                 |  | Incorporated by reference to Exhibit 4.7 to the Companys Registration Statement on Form S-8 (File No. 333-130047) filed with the SEC on December 1, 2005.                          
|      |  |                                                                                                                                          
|10.33 |  | Senior Executive Performance Plan                                                                                                         |  | Incorporated by reference to Appendix A to Ingersoll-Rand Companys Notice of 2000 Annual Meeting of Shareholders and Proxy Statement of Ingersoll-Rand Company dated March 7,
2000.
|      |  |                                                                                                                                          
|10.34 |  | Amended and Restated Elected Officers Supplemental Plan, dated December 31, 2004                                                          |  | Incorporated by reference to Exhibit 10.24 to the Companys Form 10-K for the fiscal year ended December 31, 2004 (File No. 001-16831) filed with the SEC on March 16, 2005.        
|      |  |                                                                                                                                          
|10.35 |  | Amendment, dated February 1, 2006, to Amended and Restated Elected Officers Supplemental Plan, dated December 31, 2004                    |  | Incorporated by reference to Exhibit 10.25 to the Companys Form 10-K for the fiscal year ended December 31, 2005 (File No. 001-16831) filed with the SEC on March 1, 2006.         



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|      |  |                                                                                                                                                      |  |                                                                                                                                                                                
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.36 |  | Ingersoll-Rand Company Elected Officers Supplemental Program II (Effective January 1, 2005 and Amended and Restated through January 1, 2009)         |  | Filed herewith.                                                                                                                                                                
|      |  |                                                                                                                                                     
|10.37 |  | Herbert L. Henkel Letter, dated February 4, 2009, relating to his benefits under the Ingersoll-Rand Company Elected Officers Supplemental Program II |  | Filed herewith.                                                                                                                                                                
|      |  |                                                                                                                                                     
|10.38 |  | Amended and Restated Incentive Stock Plan of 1998                                                                                                    |  | Incorporated by reference to Exhibit 4.9 to the Companys Registration Statement on Form S-8 (File No. 333-130047) filed with the SEC on December 1, 2005.                     
|      |  |                                                                                                                                                     
|10.39 |  | Amendment to the Ingersoll-Rand Company Limited Amended and Restated Incentive Stock Plan of 1998, dated December 7, 2005                            |  | Incorporated by reference to Exhibit 4.1 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on December 9, 2005.                                                
|      |  |                                                                                                                                                     
|10.40 |  | Composite Employment Agreement with Chief Executive Officer                                                                                          |  | Incorporated by reference to Ingersoll-Rand Companys Form 10-K for the fiscal year ended December 31, 1999 (File No. 1-985) filed with the SEC on March 30,
2000.             
|      |  |                                                                                                                                                     
|10.41 |  | Employment Agreement with Michael Lamach, Senior Vice President                                                                                      |  | Incorporated by reference to Exhibit 10.35 to the Companys Form 10-K for the fiscal year ended December 31, 2003 (File No. 001-16831) filed with the SEC on February 27,
2004.
|      |  |                                                                                                                                                     
|10.42 |  | Michael W. Lamach Addendum, dated June 4, 2008                                                                                                       |  | Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on 06/10/2008.                                                     
|      |  |                                                                                                                                                     
|10.43 |  | Michael W. Lamach Letter, dated February 4, 2009                                                                                                     |  | Filed herewith.                                                                                                                                                                
|      |  |                                                                                                                                                     
|10.44 |  | Employment Agreement with James R. Bolch, Senior Vice President                                                                                      |  | Incorporated by reference to Exhibit 10.40 to the Companys Form 10-K for the fiscal year ended December 31, 2005 (File No. 001-16831) filed with the SEC on March 1, 2006.    



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|      |  |                                                                                                                           |  |                                                                                                                                                                            
|----- |  | ------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.45 |  | Addendum, dated December 8, 2005, to Employment Agreement with James R. Bolch                                             |  | Incorporated by reference to Exhibit 10.41 to the Companys Form 10-K for the fiscal year ended December 31, 2005 (File No. 001-16831) filed with the SEC on March 1, 2006.
|      |  |                                                                                                                          
|10.46 |  | Amended and Restated Estate Enhancement Program, dated June 1, 1998, and the related form agreements                      |  | Incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q for the period ended March 31, 2006 (File No. 001-16831) filed with the SEC on May 5,
2006.           
|      |  |                                                                                                                          
|10.47 |  | First Amendment to the Amended and Restated Estate Enhancement Program, dated December 31, 2001                           |  | Incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q for the period ended March 31, 2006 (File No. 001-16831) filed with the SEC on May 5,
2006.           
|      |  |                                                                                                                          
|10.48 |  | Employment Agreement with William Gauld, Senior Vice President, dated September 7, 2006                                   |  | Incorporated by reference to Exhibit 10.44 to the Companys Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-16831) filed with the SEC on March 1,
2007.
|      |  |                                                                                                                          
|10.49 |  | Employment Agreement with Marcia J. Avedon, Senior Vice President, dated January 8, 2007                                  |  | Incorporated by reference to Exhibit 10.45 to the Companys Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-16831) filed with the SEC on March 1, 2007.
|      |  |                                                                                                                          
|10.50 |  | Ingersoll-Rand Company Limited Incentive Stock Plan of 2007                                                               |  | Incorporated by reference to Exhibit 4.7 to the Companys Registration Statement on Form S-8 (File No. 333-143716) filed with the SEC on June 13, 2007.                    
|      |  |                                                                                                                          
|10.51 |  | IR-Limited Director Deferred Compensation Plan and Stock Award Plan, as amended and restated effective January 1, 2009    |  | Filed herewith.                                                                                                                                                            
|      |  |                                                                                                                          
|10.52 |  | IR-Limited Director Deferred Compensation Plan and Stock Award Plan II, as amended and restated effective January 1, 2009 |  | Filed herewith.                                                                                                                                                            
|      |  |                                                                                                                          
|10.53 |  | IR Executive Deferred Compensation Plan, as amended and restated effective January 1, 2009                                |  | Filed herewith                                                                                                                                                             



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|      |  |                                                                                                                                                                                  |  |                                                                                                                                                                                                          
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.54 |  | Executive Deferred Compensation Plan II, as amended and restated effective January 1, 2009                                                                                       |  | Filed herewith.                                                                                                                                                                                          
|      |  |                                                                                                                                                                                 
|10.55 |  | Form of IR Stock Option Grant Agreement                                                                                                                                          |  | Filed herewith.                                                                                                                                                                                          
|      |  |                                                                                                                                                                                 
|10.56 |  | Form of IR Restricted Share Unit Grant Agreement                                                                                                                                 |  | Filed herewith.                                                                                                                                                                                          
|      |  |                                                                                                                                                                                 
|10.57 |  | Form of IR Performance Share Unit Grant Agreement (for performance years 2009-2010)                                                                                              |  | Filed herewith.                                                                                                                                                                                          
|      |  |                                                                                                                                                                                 
|10.58 |  | Form of IR Performance Share Unit Grant Agreement (for performance years 2009-2011)                                                                                              |  | Filed herewith.                                                                                                                                                                                          
|      |  |                                                                                                                                                                                 
|10.59 |  | Deferred Prosecution Agreement between Ingersoll-Rand Company Limited and the United States Department of Justice, Criminal Division, Fraud Section filed as of October 31, 2007 |  | Incorporated by reference to Exhibit 99.2 to the Companys Form 8-K (File No. 001-16831) filed with the SEC on November 1, 2007.                                                                         
|      |  |                                                                                                                                                                                 
|10.60 |  | Trane Inc. 2002 Omnibus Incentive Plan                                                                                                                                           |  | Incorporated by reference to Exhibit 4.1 to the Companys Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (File No. 333-149537) filed with the SEC on
June 12, 2008.
|      |  |                                                                                                                                                                                 
|10.61 |  | Trane Inc. Stock Incentive Plan                                                                                                                                                  |  | Incorporated by reference to Exhibit 4.2 to the Companys Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (File No. 333-149537) filed with the SEC on
June 12, 2008.
|      |  |                                                                                                                                                                                 
|10.62 |  | Trane Inc. Deferred Compensation Plan                                                                                                                                            |  | Incorporated by reference to Exhibit 4.5 to the Companys Registration Statement on Form S-8 (File No. 333-151607) filed with the SEC on June 12, 2008.                                                  
|      |  |                                                                                                                                                                                 
|10.63 |  | Trane Inc. Supplemental Savings Plan (restated to include all amendments through June 5, 2008)                                                                                   |  | Incorporated by reference to Exhibit 10.18 to the Companys Form 10-Q for the period ended June 30, 2008 (File No. 001-16831) filed with the SEC on August 8,
2008.                                      



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|      |  |                                                                                                                                                                 |  |                                                                                                                                                                                 
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.64 |  | Trane Inc. Executive Supplemental Retirement Benefit Program (restated to include all amendments through December 6, 2007)                                      |  | Incorporated by reference to Exhibit 10.9 to Trane Inc.s Form 10-K for the fiscal year ended December 31, 2007 (File No. 001-11415) filed with the SEC on February 20,
2008.   
|      |  |                                                                                                                                                                
|10.65 |  | Trane Inc. Corporate Officer Severance Plan (restated to include all amendments through December 6, 2007)                                                       |  | Incorporated by reference to Exhibit 10.12 to Trane Inc.s Form 10-K for the fiscal year ended December 31, 2007 (File No. 001-11415) filed with the SEC on February 20,
2008.  
|      |  |                                                                                                                                                                
|10.66 |  | Addendum to Trane Inc. Stock Incentive Plan to comply with local regulations in the United Kingdom with respect to options granted in that country              |  | Incorporated by reference to Exhibit (10)(xii) to Trane Inc.s Form 10-K for the fiscal year ended December 31, 1999 (File No. 001-11415) filed with the SEC on March 30,
2000. 
|      |  |                                                                                                                                                                
|10.67 |  | Addendum to Trane Inc. Stock Incentive Plan revised to comply with local regulations in France with respect to options granted in that country                  |  | Incorporated by reference to Exhibit (10)(xiii) to Trane Inc.s Form 10-K for the fiscal year ended December 31, 1999 (File No. 001-11415) filed with the SEC on
March 30, 2000.
|      |  |                                                                                                                                                                
|10.68 |  | Second Addendum for French Participants to Trane Inc. Stock Incentive Plan in governing options granted to participants in France on or after May 16, 2001      |  | Incorporated by reference to Exhibit (10)(xix) to Trane Inc.s Form 10-K for the fiscal year ended December 31, 2002 (File No. 001-11415) filed with the SEC on March 14,
2003. 
|      |  |                                                                                                                                                                
|10.69 |  | Addendum to Trane Inc. Stock Incentive Plan for Canadian participants to comply with local regulation in Canada with respect to options granted in that country |  | Incorporated by reference to Exhibit 10.2 to Trane Inc.s Form 10-Q for the period ended June 30, 2004 (File No. 001-11415) filed with the SEC on July 29,
2004.                
|      |  |                                                                                                                                                                
|10.70 |  | Form of Trane Stock Option Agreement for U.S. Employees                                                                                                         |  | Incorporated by reference to Exhibit 10.39 to Trane Inc.s Form 10-K for the fiscal year ended December 31, 2005 (File No. 001-11415) filed with the SEC on February 24,
2006.  
|      |  |                                                                                                                                                                
|10.71 |  | Form of Trane Stock Option Agreement for Non-U.S. Employees                                                                                                     |  | Incorporated by reference to Exhibit 10.40 to Trane Inc.s Form 10-K for the fiscal year ended December 31, 2005 (File No. 001-11415) filed with the SEC on February 24,
2006.  



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|      |  |                                                                                                                                                                                                                     |  |                                                                                                                             
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------
|10.72 |  | Tax Sharing Agreement, dated as of July 16, 2007, by and among American Standard Companies Inc. and certain of its subsidiaries and WABCO Holdings Inc. and certain of its
subsidiaries                             |  | Incorporated by reference to Exhibit 10.1 to Trane Inc.s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007.
|      |  |                                                                                                                                                                                                                    
|10.73 |  | Transition Services Agreement, dated as of July 16, 2007, by and between American Standard Companies Inc. and WABCO Holdings Inc.                                                                                   |  | Incorporated by reference to Exhibit 10.2 to Trane Inc.s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007.
|      |  |                                                                                                                                                                                                                    
|10.74 |  | Employee Matters Agreement, dated as of July 16, 2007, by and between American Standard Companies Inc. and WABCO Holdings Inc.                                                                                      |  | Incorporated by reference to Exhibit 10.3 to Trane Inc.s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007.
|      |  |                                                                                                                                                                                                                    
|10.75 |  | Indemnification and Cooperation Agreement, dated as of July 16, 2007, by and among American Standard Companies Inc. and certain of its subsidiaries and WABCO Holdings Inc. and certain of its
subsidiaries         |  | Incorporated by reference to Exhibit 10.4 to Trane Inc.s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007.
|      |  |                                                                                                                                                                                                                    
|12    |  | Computations of Ratios of Earnings to Fixed Charges                                                                                                                                                                 |  | Filed herewith.                                                                                                             
|      |  |                                                                                                                                                                                                                    
|21    |  | List of Subsidiaries of Ingersoll-Rand Company Limited                                                                                                                                                              |  | Filed herewith.                                                                                                             
|      |  |                                                                                                                                                                                                                    
|23.1  |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                            |  | Filed herewith.                                                                                                             
|      |  |                                                                                                                                                                                                                    
|23.2  |  | Consent of Analysis, Research & Planning Corporation                                                                                                                                                                |  | Filed herewith.                                                                                                             
|      |  |                                                                                                                                                                                                                    
|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.                                                                                                             



83



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)



By:

/S/ Herbert L. Henkel(Herbert L. Henkel) Chief Executive OfficerDate:

February 27, 2009


Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                        |  |                                                                                       |  |                  
|------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | -----------------
|Signature                                               |  | Title                                                                                 |  | Date             
|                                                        |  |                                                                                      
|/S/ Herbert L. Henkel (Herbert L. Henkel)               |  | Chairman, President, ChiefExecutive Officer and Director(Principal Executive Officer) |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Steven R. Shawley (Steven R. Shawley)               |  | Senior Vice President and Chief Financial Officer(Principal Financial Officer)        |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Richard J. Weller (Richard J. Weller)               |  | Vice President and Controller(Principal Accounting Officer)                           |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Ann C. Berzin (Ann C. Berzin)                       |  | Director                                                                              |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Jared L. Cohon (Jared L Cohon)                      |  | Director                                                                              |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Gary D. Forsee (Gary D. Forsee)                     |  | Director                                                                              |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Peter C. Godsoe (Peter C. Godsoe)                   |  | Director                                                                              |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Edward E. Hagenlocker (Edward E. Hagenlocker)       |  | Director                                                                              |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Constance Horner (Constance Horner)                 |  | Director                                                                              |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ H. William Lichtenberger (H. William Lichtenberger) |  | Director                                                                              |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Theodore E. Martin (Theodore E. Martin)             |  | Director                                                                              |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Patricia Nachtigal (Patricia Nachtigal)             |  | Director                                                                              |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Orin R. Smith (Orin R. Smith)                       |  | Director                                                                              |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Richard J. Swift (Richard J. Swift)                 |  | Director                                                                              |  | February 27, 2009
|                                                        |  |                                                                                      
|/S/ Tony L. White (Tony L. White)                       |  | Director                                                                              |  | February 27, 2009



84



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INGERSOLL-RAND COMPANY LIMITED

Index to Consolidated Financial Statements



|                                                        |  |     
|------------------------------------------------------- |  | ----
|                                                        |  | Page
|Report of Independent Registered Public Accounting Firm |  | F-1 
|                                                        | 
|Consolidated Statements of Income                       |  | F-3 
|                                                        | 
|Consolidated Balance Sheets                             |  | F-4 
|                                                        | 
|Consolidated Statements of Shareholders Equity         |  | F-5 
|                                                        | 
|Consolidated Statements of Cash Flows                   |  | F-6 
|                                                        | 
|Notes to Consolidated Financial Statements              |  | F-7 
|                                                        | 
|Schedule II - Valuation and Qualifying Accounts         |  | F-64



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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Ingersoll-Rand Company Limited:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15 (a)(1) present fairly, in all material respects, the financial position of Ingersoll-Rand Company Limited and its subsidiaries at
December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15 (a)(2), presents fairly, in all material respects, the information set forth therein when read in conjunction with the related
consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control 
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for these financial statements and financial statement schedule, for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Report on Internal Control over Financial Reporting appearing under Item 9A. Our
responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Companys internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and
whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, the Company has changed the manner in which it accounts for uncertainty in income taxes effective January 1, 2007, and the manner in which it accounts for its defined
benefit pension and other postretirement plans in 2006 and 2008.

A companys internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys
assets that could have a material effect on the financial statements.



F-1



---

##### Table of Contents

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Florham Park, New
Jersey

February 27, 2009



F-2



---

##### Table of Contents

Ingersoll-Rand Company Limited

Consolidated Statements of Income

In millions, except per share
amounts



|                                           |  |      |          |   |      |   |          |      |  |   |          |  
|------------------------------------------ |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|For the years ended December 31,           |  | 2008 |          |   | 2007 |   |          | 2006 | 
|Net revenues                               |  | $    | 13,227.4 |   |      | $ | 8,763.1  |      |  | $ | 8,033.7  |  
|Cost of goods sold                         |  |      | (9,748.1 | ) |      |   | (6,272.0 | )    |  |   | (5,768.4 | )
|Selling and administrative expenses        |  |      | (2,343.1 | ) |      |   | (1,433.3 | )    |  |   | (1,266.8 | )
|Asset impairment                           |  |      | (3,710.0 | ) |      |   | -        |      |  |   | -        |  
|Operating income (loss)                    |  |      | (2,573.8 | ) |      |   | 1,057.8  |      |  |   | 998.5    |  
|Interest expense                           |  |      | (245.4   | ) |      |   | (136.2   | )    |  |   | (133.6   | )
|Other, net                                 |  |      | 43.2     |   |      |   | 15.9     |      |  |   | (7.3     | )
|Earnings (loss) before income taxes        |  |      | (2,776.0 | ) |      |   | 937.5    |      |  |   | 857.6    |  
|(Provision) benefit for income taxes       |  |      | 208.6    |   |      |   | (204.4   | )    |  |   | (92.6    | )
|Earnings (loss) from continuing operations |  |      | (2,567.4 | ) |      |   | 733.1    |      |  |   | 765.0    |  
|Discontinued operations, net of tax        |  |      | (57.4    | ) |      |   | 3,233.6  |      |  |   | 267.5    |  
|Net earnings (loss)                        |  | $    | (2,624.8 | ) |      | $ | 3,966.7  |      |  | $ | 1,032.5  |  
|                                           |  |      |         
|Basic earnings (loss) per common share:    |  |      |          |   |      |   |          |      |  |   |          |  
|Continuing operations                      |  | $    | (8.54    | ) |      | $ | 2.52     |      |  | $ | 2.39     |  
|Discontinued operations                    |  |      | (0.19    | ) |      |   | 11.12    |      |  |   | 0.84     |  
|Net earnings (loss)                        |  | $    | (8.73    | ) |      | $ | 13.64    |      |  | $ | 3.23     |  
|                                           |  |      |         
|Diluted earnings (loss) per common share:  |  |      |          |   |      |   |          |      |  |   |          |  
|Continuing operations                      |  | $    | (8.54    | ) |      | $ | 2.48     |      |  | $ | 2.37     |  
|Discontinued operations                    |  |      | (0.19    | ) |      |   | 10.95    |      |  |   | 0.83     |  
|Net earnings (loss)                        |  | $    | (8.73    | ) |      | $ | 13.43    |      |  | $ | 3.20     |  

See accompanying notes to consolidated financial statements.



F-3



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##### Table of Contents

Ingersoll-Rand Company Limited

Consolidated Balance Sheets

In millions, except share amounts



|                                                                                                                                                                                                                                         |  |      |          |   |      |   |         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | --------
|December 31,                                                                                                                                                                                                                             |  | 2008 |          |   | 2007
|ASSETS                                                                                                                                                                                                                                   |  |      |          |   |      |   |         
|Current assets:                                                                                                                                                                                                                          |  |      |          |   |      |   |         
|Cash and cash equivalents                                                                                                                                                                                                                |  | $    | 550.2    |   |      | $ | 4,735.3 
|Accounts and notes receivable, net                                                                                                                                                                                                       |  |      | 2,428.5  |   |      |   | 1,660.7 
|Inventories                                                                                                                                                                                                                              |  |      | 1,615.1  |   |      |   | 827.2   
|Other current assets                                                                                                                                                                                                                     |  |      | 805.9    |   |      |   | 477.5   
|Total current assets                                                                                                                                                                                                                     |  |      | 5,399.7  |   |      |   | 7,700.7 
|                                                                                                                                                                                                                                         |  |     
|Property, plant and equipment, net                                                                                                                                                                                                       |  |      | 1,968.5  |   |      |   | 904.9   
|Goodwill                                                                                                                                                                                                                                 |  |      | 6,620.1  |   |      |   | 3,993.3 
|Intangible assets, net                                                                                                                                                                                                                   |  |      | 5,214.1  |   |      |   | 724.6   
|Other noncurrent assets                                                                                                                                                                                                                  |  |      | 1,722.1  |   |      |   | 1,052.7 
|Total assets                                                                                                                                                                                                                             |  | $    | 20,924.5 |   |      | $ | 14,376.2
|LIABILITIES AND EQUITY                                                                                                                                                                                                                   |  |      |          |   |      |   |         
|Current liabilities:                                                                                                                                                                                                                     |  |      |          |   |      |   |         
|Accounts payable                                                                                                                                                                                                                         |  | $    | 1,046.5  |   |      | $ | 721.2   
|Accrued compensation and benefits                                                                                                                                                                                                        |  |      | 508.8    |   |      |   | 338.9   
|Accrued expenses and other current liabilities                                                                                                                                                                                           |  |      | 1,605.7  |   |      |   | 1,434.6 
|Short-term borrowings and current maturities of long-term debt                                                                                                                                                                           |  |      | 2,350.4  |   |      |   | 741.0   
|Total current liabilities                                                                                                                                                                                                                |  |      | 5,511.4  |   |      |   | 3,235.7 
|                                                                                                                                                                                                                                         |  |     
|Long-term debt                                                                                                                                                                                                                           |  |      | 2,773.7  |   |      |   | 712.7   
|Postemployment and other benefit liabilities                                                                                                                                                                                             |  |      | 1,865.5  |   |      |   | 941.9   
|Deferred income taxes                                                                                                                                                                                                                    |  |      | 2,184.8  |   |      |   | 539.9   
|Other noncurrent liabilities                                                                                                                                                                                                             |  |      | 1,827.0  |   |      |   | 940.6   
|Minority interests                                                                                                                                                                                                                       |  |      | 100.7    |   |      |   | 97.5    
|                                                                                                                                                                                                                                         |  |     
|Shareholders equity:                                                                                                                                                                                                                    |  |      |          |   |      |   |         
|Class A common shares, $1 par value (370,813,037 and 370,035,087 shares issued at December 31, 2008 and
2007, respectively, and net of 52,020,439 and 97,421,234 shares owned by subsidiary at December 31, 2008 and 2007, respectively) |  |      | 318.8    |   |      |   | 272.6   
|Capital in excess of par value                                                                                                                                                                                                           |  |      | 2,246.0  |   |      |   | -       
|Retained earnings                                                                                                                                                                                                                        |  |      | 4,547.4  |   |      |   | 7,388.8 
|Accumulated other comprehensive income (loss)                                                                                                                                                                                            |  |      | (450.8   | ) |      |   | 246.5   
|Total shareholders equity                                                                                                                                                                                                               |  |      | 6,661.4  |   |      |   | 7,907.9 
|Total liabilities and shareholders equity                                                                                                                                                                                               |  | $    | 20,924.5 |   |      | $ | 14,376.2

See accompanying notes to consolidated financial statements.



F-4



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##### Table of Contents

Ingersoll-Rand Company Limited

Consolidated Statements of Shareholders Equity



|                                                                                                                                                                                            |  |                          |          |   |              |        |       |                              |  |       |                  |  |   |                                             |   |  |   |          |                     |  |   |        |   |  |  |  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ------------ | ------ | ----- | ---------------------------- |  | ----- | ---------------- |  | - | ------------------------------------------- | - |  | - | -------- | ------------------- |  | - | ------ | - |  |  |  | - | -------- | -
|                                                                                                                                                                                            |  | Totalshareholdersequity |          |   | Common stock |        |       | Capital inexcess ofpar value |  |       | Retainedearnings |  |   | Accumulated othercomprehensiveincome (loss) |   |  |   |          | Comprehensiveincome | 
|In millions, except per share amounts                                                                                                                                                       |  |                          | Amount   |   |              | Shares |       |                              |  |       |                  |  |  
|                                                                                                                                                                                            | 
|Balance at December 31, 2005                                                                                                                                                                |  | $                        | 5,761.9  |   |              | $      | 330.7 |                              |  | 330.7 |                  |  | $ | -                                           |   |  | $ | 5,558.8  |                     |  | $ | (127.6 | ) |  |  |  |   |          |  
|Net earnings                                                                                                                                                                                |  |                          | 1,032.5  |   |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | 1,032.5  |                     |  |   | -      |   |  |  |  | $ | 1,032.5  |  
|Currency translation                                                                                                                                                                        |  |                          | 258.8    |   |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | -        |                     |  |   | 258.8  |   |  |  |  |   | 258.8    |  
|Change in value of marketable securities and derivatives qualifying as cash flow hedges, net of tax of $0.8                                                                                 |  |                          | (7.3     | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | -        |                     |  |   | (7.3   | ) |  |  |  |   | (7.3     | )
|Minimum pension liability adjustment, net of tax of $3.2                                                                                                                                    |  |                          | (9.2     | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | -        |                     |  |   | (9.2   | ) |  |  |  |   | (9.2     | )
|Total comprehensive income                                                                                                                                                                  |  |                          |          |   |              |        |       |                              |  |       |                  |  |   |                                             |   |  |   |          |                     |  |   |        |   |  |  |  | $ | 1,274.8  |  
|Adoption of FASB Statement No. 158, net of tax of $268.2                                                                                                                                    |  |                          | (472.8   | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | -        |                     |  |   | (472.8 | ) |  |  |  |   |          |  
|Shares issued under incentive stock plans                                                                                                                                                   |  |                          | 111.2    |   |              |        | 3.8   |                              |  | 3.8   |                  |  |   | 107.4                                       |   |  |   | -        |                     |  |   | -      |   |  |  |  |   |          |  
|Repurchase of common shares by subsidiary                                                                                                                                                   |  |                          | (1,096.3 | ) |              |        | (27.7 | )                            |  | (27.7 | )                |  |   | (151.0                                      | ) |  |   | (917.6   | )                   |  |   | -      |   |  |  |  |   |          |  
|Share-based compensation                                                                                                                                                                    |  |                          | 43.6     |   |              |        | -     |                              |  | -     |                  |  |   | 43.6                                        |   |  |   | -        |                     |  |   | -      |   |  |  |  |   |          |  
|Cash dividends, declared and paid ($0.68 per share)                                                                                                                                         |  |                          | (217.6   | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | (217.6   | )                   |  |   | -      |   |  |  |  |   |          |  
|Balance at December 31, 2006                                                                                                                                                                |  |                          | 5,404.8  |   |              |        | 306.8 |                              |  | 306.8 |                  |  |   | -                                           |   |  |   | 5,456.1  |                     |  |   | (358.1 | ) |  |  |  |   |          |  
|Adoption of FIN 48                                                                                                                                                                          |  |                          | (145.6   | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | (145.6   | )                   |  |   | -      |   |  |  |  |   |          |  
|Net earnings                                                                                                                                                                                |  |                          | 3,966.7  |   |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | 3,966.7  |                     |  |   | -      |   |  |  |  | $ | 3,966.7  |  
|Currency translation                                                                                                                                                                        |  |                          | 411.9    |   |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | -        |                     |  |   | 411.9  |   |  |  |  |   | 411.9    |  
|Change in value of marketable securities and derivatives qualifying as cash flow hedges, net of tax of $1.7                                                                                 |  |                          | (2.2     | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | -        |                     |  |   | (2.2   | ) |  |  |  |   | (2.2     | )
|Pension and OPEB adjustments, net of tax of $130.0                                                                                                                                          |  |                          | 194.9    |   |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | -        |                     |  |   | 194.9  |   |  |  |  |   | 194.9    |  
|Total comprehensive income                                                                                                                                                                  |  |                          |          |   |              |        |       |                              |  |       |                  |  |   |                                             |   |  |   |          |                     |  |   |        |   |  |  |  | $ | 4,571.3  |  
|Shares issued under incentive stock plans                                                                                                                                                   |  |                          | 196.6    |   |              |        | 5.5   |                              |  | 5.5   |                  |  |   | 191.1                                       |   |  |   | -        |                     |  |   | -      |   |  |  |  |   |          |  
|Repurchase of common shares by subsidiary                                                                                                                                                   |  |                          | (1,999.9 | ) |              |        | (39.7 | )                            |  | (39.7 | )                |  |   | (281.6                                      | ) |  |   | (1,678.6 | )                   |  |   | -      |   |  |  |  |   |          |  
|Share-based compensation                                                                                                                                                                    |  |                          | 90.5     |   |              |        | -     |                              |  | -     |                  |  |   | 90.5                                        |   |  |   | -        |                     |  |   | -      |   |  |  |  |   |          |  
|Cash dividends, declared and paid ($0.72 per share)                                                                                                                                         |  |                          | (209.8   | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | (209.8   | )                   |  |   | -      |   |  |  |  |   |          |  
|Balance at December 31, 2007                                                                                                                                                                |  |                          | 7,907.9  |   |              |        | 272.6 |                              |  | 272.6 |                  |  |   | -                                           |   |  |   | 7,388.8  |                     |  |   | 246.5  |   |  |  |  |   |          |  
|Net loss                                                                                                                                                                                    |  |                          | (2,624.8 | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | (2,624.8 | )                   |  |   | -      |   |  |  |  | $ | (2,624.8 | )
|Currency translation                                                                                                                                                                        |  |                          | (238.8   | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | -        |                     |  |   | (238.8 | ) |  |  |  |   | (238.8   | )
|Change in value of marketable securities and derivatives qualifying as cash flow hedges, net of tax of $2.7                                                                                 |  |                          | 3.5      |   |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | -        |                     |  |   | 3.5    |   |  |  |  |   | 3.5      |  
|Pension and OPEB adjustments, net of tax of $254.8                                                                                                                                          |  |                          | (463.3   | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | -        |                     |  |   | (463.3 | ) |  |  |  |   | (463.3   | )
|Total comprehensive income                                                                                                                                                                  |  |                          |          |   |              |        |       |                              |  |       |                  |  |   |                                             |   |  |   |          |                     |  |   |        |   |  |  |  | $ | (3,323.4 | )
|Effects of measurement date change pursuant to FASB Statement No. 158 service cost, interest cost and expected return on plan
assets for December 1 - December 31, 2007, net of tax of $1.4 |  |                          | (2.4     | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | (2.4     | )                   |  |   | -      |   |  |  |  |   |          |  
|Amortization of net transition obligation, prior service cost and net actuarial losses for December 1 - December 31, 2007, net of tax of
$1.4                                               |  |                          | -        |   |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | (1.3     | )                   |  |   | 1.3    |   |  |  |  |   |          |  
|Shares issued under incentive stock plans                                                                                                                                                   |  |                          | 32.0     |   |              |        | 0.8   |                              |  | 0.8   |                  |  |   | 31.2                                        |   |  |   | -        |                     |  |   | -      |   |  |  |  |   |          |  
|Repurchase of common shares by subsidiary                                                                                                                                                   |  |                          | (2.0     | ) |              |        | -     |                              |  | -     |                  |  |   | (2.0                                        | ) |  |   | -        |                     |  |   | -      |   |  |  |  |   |          |  
|Treasury shares issued as Trane merger consideration                                                                                                                                        |  |                          | 2,035.1  |   |              |        | 45.4  |                              |  | 45.4  |                  |  |   | 1,989.7                                     |   |  |   | -        |                     |  |   | -      |   |  |  |  |   |          |  
|Conversion of Trane options to IR options                                                                                                                                                   |  |                          | 184.0    |   |              |        | -     |                              |  | -     |                  |  |   | 184.0                                       |   |  |   | -        |                     |  |   | -      |   |  |  |  |   |          |  
|Share-based compensation                                                                                                                                                                    |  |                          | 43.1     |   |              |        | -     |                              |  | -     |                  |  |   | 43.1                                        |   |  |   | -        |                     |  |   | -      |   |  |  |  |   |          |  
|Cash dividends, declared and paid ($0.72 per share)                                                                                                                                         |  |                          | (212.9   | ) |              |        | -     |                              |  | -     |                  |  |   | -                                           |   |  |   | (212.9   | )                   |  |   | -      |   |  |  |  |   |          |  
|Balance at December 31, 2008                                                                                                                                                                |  | $                        | 6,661.4  |   |              | $      | 318.8 |                              |  | 318.8 |                  |  | $ | 2,246.0                                     |   |  | $ | 4,547.4  |                     |  | $ | (450.8 | ) |  |  |  |   |          |  

See accompanying notes to consolidated financial statements.



F-5



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##### Table of Contents

Ingersoll-Rand Company Limited

Consolidated Statements of Cash Flows

In millions



|                                                                              |  |      |          |   |      |   |          |      |  |   |          |  
|----------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|For the years ended December 31,                                              |  | 2008 |          |   | 2007 |   |          | 2006 | 
|Cash flows from operating activities:                                         |  |      |          |   |      |   |          |      |  |   |          |  
|Net earnings (loss)                                                           |  | $    | (2,624.8 | ) |      | $ | 3,966.7  |      |  | $ | 1,032.5  |  
|Loss (income) from discontinued operations, net of tax                        |  |      | 57.4     |   |      |   | (3,233.6 | )    |  |   | (267.5   | )
|Adjustments to arrive at net cash provided by (used in) operating activities: |  |      |          |   |      |   |          |      |  |   |          |  
|Asset impairment charge                                                       |  |      | 3,710.0  |   |      |   | -        |      |  |   | -        |  
|Depreciation and amortization                                                 |  |      | 453.1    |   |      |   | 138.8    |      |  |   | 148.8    |  
|(Gain)/loss on sale of property, plant and equipment                          |  |      | (0.1     | ) |      |   | (0.7     | )    |  |   | 0.2      |  
|Minority interests, net of dividends                                          |  |      | 2.5      |   |      |   | 17.9     |      |  |   | 9.2      |  
|Equity earnings, net of dividends                                             |  |      | 9.9      |   |      |   | (1.0     | )    |  |   | 0.1      |  
|Stock settled share based compensation                                        |  |      | 42.3     |   |      |   | 31.0     |      |  |   | 20.7     |  
|Deferred income taxes                                                         |  |      | (334.0   | ) |      |   | 146.6    |      |  |   | 27.8     |  
|Other items                                                                   |  |      | (35.8    | ) |      |   | 30.6     |      |  |   | (12.2    | )
|Changes in other assets and liabilities (Increase) decrease in:               |  |      |          |   |      |   |          |      |  |   |          |  
|Accounts and notes receivable                                                 |  |      | 245.3    |   |      |   | 46.2     |      |  |   | (94.4    | )
|Inventories                                                                   |  |      | 120.7    |   |      |   | 75.4     |      |  |   | (21.4    | )
|Other current and noncurrent assets                                           |  |      | 119.9    |   |      |   | (32.3    | )    |  |   | (93.6    | )
|Increase (decrease ) in:                                                      |  |      |          |   |      |   |          |      |  |   |          |  
|Accounts payable                                                              |  |      | (208.5   | ) |      |   | (88.1    | )    |  |   | 182.1    |  
|Other current and noncurrent liabilities                                      |  |      | (1,201.1 | ) |      |   | (267.6   | )    |  |   | (119.2   | )
|Net cash (used in) provided by continuing operating activities                |  |      | 356.8    |   |      |   | 829.9    |      |  |   | 813.1    |  
|Net cash (used in) provided by discontinued operating activities              |  |      | (25.9    | ) |      |   | 66.2     |      |  |   | 141.7    |  
|Cash flows from investing activities:                                         |  |      |          |   |      |   |          |      |  |   |          |  
|Capital expenditures                                                          |  |      | (306.0   | ) |      |   | (119.7   | )    |  |   | (144.8   | )
|Proceeds from sale of property, plant and equipment                           |  |      | 77.4     |   |      |   | 14.2     |      |  |   | 9.6      |  
|Acquisitions, net of cash acquired                                            |  |      | (7,107.3 | ) |      |   | (25.7    | )    |  |   | (49.7    | )
|Proceeds from business dispositions, net of cash                              |  |      | 52.9     |   |      |   | 6,154.3  |      |  |   | -        |  
|Proceeds from sales and maturities of marketable securities                   |  |      | 7.8      |   |      |   | 0.7      |      |  |   | 155.8    |  
|Other                                                                         |  |      | (31.2    | ) |      |   | 28.6     |      |  |   | 0.4      |  
|Net cash (used in ) provided by continuing investing activities               |  |      | (7,306.4 | ) |      |   | 6,052.4  |      |  |   | (28.7    | )
|Net cash (used in) provided by discontinued investing activities              |  |      | -        |   |      |   | (57.7    | )    |  |   | (132.5   | )
|Cash flows from financing activities:                                         |  |      |          |   |      |   |          |      |  |   |          |  
|Proceeds from bridge loan                                                     |  |      | 2,950.0  |   |      |   | -        |      |  |   | -        |  
|Payments of bridge loan                                                       |  |      | (2,196.0 | ) |      |   | -        |      |  |   | -        |  
|Commercial paper program (net)                                                |  |      | 998.7    |   |      |   | (378.0   | )    |  |   | 378.0    |  
|Other short-term borrowings (net)                                             |  |      | 5.8      |   |      |   | (31.9    | )    |  |   | (8.8     | )
|Proceeds from long-term debt                                                  |  |      | 1,610.4  |   |      |   | 2.0      |      |  |   | 4.0      |  
|Payments of long-term debt                                                    |  |      | (384.5   | ) |      |   | (141.8   | )    |  |   | (513.7   | )
|Net proceeds (repayments) in debt                                             |  |      | 2,984.4  |   |      |   | (549.7   | )    |  |   | (140.5   | )
|Debt issue costs                                                              |  |      | (23.0    | ) |      |   | -        |      |  |   | -        |  
|Proceeds from exercise of stock options                                       |  |      | 18.5     |   |      |   | 160.2    |      |  |   | 95.7     |  
|Excess tax benefit from share based compensation                              |  |      | 13.1     |   |      |   | 36.1     |      |  |   | 15.5     |  
|Dividends paid                                                                |  |      | (212.9   | ) |      |   | (209.8   | )    |  |   | (217.6   | )
|Repurchase of common shares by subsidiary                                     |  |      | (2.0     | ) |      |   | (1,999.9 | )    |  |   | (1,096.3 | )
|Net cash (used in) provided by continuing financing activities                |  |      | 2,778.1  |   |      |   | (2,563.1 | )    |  |   | (1,343.2 | )
|Net cash (used in ) provided by discontinued financing activities             |  |      | -        |   |      |   | -        |      |  |   | -        |  
|Effect of exchange rate changes on cash and cash equivalents                  |  |      | 12.3     |   |      |   | 51.8     |      |  |   | 29.4     |  
|Net increase (decrease) in cash and cash equivalents                          |  |      | (4,185.1 | ) |      |   | 4,379.5  |      |  |   | (520.2   | )
|Cash and cash equivalents - beginning of period                               |  |      | 4,735.3  |   |      |   | 355.8    |      |  |   | 876.0    |  
|Cash and cash equivalents - end of period                                     |  | $    | 550.2    |   |      | $ | 4,735.3  |      |  | $ | 355.8    |  
|                                                                              |  |      |         
|Cash paid during the year for:                                                |  |      |          |   |      |   |          |      |  |   |          |  
|Interest, net of amounts capitalized                                          |  | $    | 81.7     |   |      | $ | 95.3     |      |  | $ | 105.2    |  
|Income taxes, net of refunds                                                  |  | $    | 1,058.0  |   |      | $ | 470.1    |      |  | $ | 195.3    |  

See accompanying notes to consolidated financial statements.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1  DESCRIPTION OF COMPANY

Ingersoll-Rand Company Limited
(IR-Limited), a Bermuda company, and its consolidated subsidiaries (the Company) is a diversified, global company that provides products, services and solutions to enhance the quality and comfort of air in homes and buildings, transport and protect
food and perishables, secure homes and commercial properties, and increase industrial productivity and efficiency. The Companys business segments consist of Air Conditioning Systems and Services, Climate Control Technologies, Industrial
Technologies and Security Technologies, each with strong brands and leading positions within their respective markets. The Company generates 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®, Thermo King® and Trane®

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary
of significant accounting policies used in the preparation of the accompanying financial statements follows:

Basis of Presentation:As
discussed in Note 3, the Company acquired Trane Inc. (Trane) at the close of business on June 5, 2008 (the Acquisition Date). As a result of the acquisition, the results of the operations of Trane have been included in the statement of
financial position at December 31, 2008 and the consolidated statements of operations and cash flows since the Acquisition Date.

Certain
reclassifications of amounts reported in prior years have been made to conform to the 2008 classification.

Reorganization:IR-Limited is
the successor to Ingersoll-Rand Company, a New Jersey corporation (IR-New Jersey), following a corporate reorganization (the reorganization) that became effective on December 31, 2001. The reorganization was accomplished through a merger of a
newly formed merger subsidiary of IR-Limited. IR-Limited and its subsidiaries continue to conduct the businesses previously conducted by IR-New Jersey and its subsidiaries. The reorganization has been accounted for as a reorganization of entities
under common control and accordingly, did not result in any changes to the consolidated amounts of assets, liabilities and shareholders equity.

Principles of Consolidation:  The consolidated financial statements include all majority-owned subsidiaries of the Company. Partially owned equity affiliates are accounted for under the equity method. The Company is also
required to consolidate variable interest entities in which it bears a majority of the risk to the entities potential losses or stands to gain from a majority of the entities expected returns. Intercompany accounts and transactions have
been eliminated. The assets, liabilities, results of operations and cash flows of all discontinued operations have been separately reported as discontinued operations and held for sale for all periods presented. Certain prior year amounts have been
reclassified to conform to the current year presentation.

Use of Estimates:  The preparation of financial statements in conformity with
generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of
the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical
experience, risk of loss, general economic conditions and trends, and the assessment of the probable future outcome. Some of the more



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significant estimates include accounting for doubtful accounts, useful lives of property, plant and equipment and intangible assets, purchase price
allocations of acquired businesses, valuation of assets including goodwill and other intangible assets, product warranties, sales allowances, pension plans, postretirement benefits other than pensions, taxes, environmental costs, product liability,
asbestos matters and other contingencies. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the statement of operations in the period that they
are determined.

Currency Translation:  Assets and liabilities of non-U.S. subsidiaries, where the functional currency is not the U.S.
dollar, have been translated at year-end exchange rates, and income and expenses accounts have been translated using average exchange rates throughout the year. Adjustments resulting from the process of translating an entitys financial
statements into the U.S. dollar have been recorded in the equity section of the balance sheet within Accumulated other comprehensive income (loss). Transactions that are denominated in a currency other than an entitys functional currency are
subject to changes in exchange rates with the resulting gains and losses recorded within net earnings.

Cash and Cash Equivalents:Cash
and cash equivalents include cash on hand, demand deposits and all highly liquid investments with original maturities at the time of purchase of three months or less.

Marketable Securities:The Company has classified its marketable securities as available-for-sale in accordance with the guidance under Statement of Financial Accounting Standards (SFAS)
No. 115, Accounting for Certain Investments in Debt and Equity Securities. Available-for-sale marketable securities are accounted for at market prices, with the unrealized gain or loss, less applicable deferred income taxes,
recorded within Accumulated other comprehensive income (loss). If any of the Companys marketable securities experience other than temporary declines in value as defined by Emerging Issues Task Force (EITF) 03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments, a loss is recorded in the Consolidated Statement of Income.

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. At December 31, 2008 and 2007, approximately 45% and 20%, respectively, of all inventory utilized the LIFO method.

Allowance for Doubtful Accounts:  The Company has provided an allowance for doubtful accounts reserve which represents the best estimate of probable
loss inherent in the Companys account receivables portfolio. This estimate is based upon company policy, derived from knowledge of its end markets, customer base and products. The Company reserved $51.2 million and $12.2 million for doubtful
accounts as of December 31, 2008 and 2007, respectively.

Property, Plant and Equipment:Property, plant and equipment are stated at
cost, less accumulated depreciation. Assets placed in service are recorded at cost and depreciated using the straight-line method over the estimated useful life of the asset except for leasehold improvements, which are depreciated over the shorter
of their economic useful life or their lease term. The range of useful lives used to depreciate property, plant and equipment is as follows:



|                        |  |               
|----------------------- |  | --------------
|Buildings               |  | 10 to 50 years
|Machinery and equipment |  | 3 to 15 years 
|Software                |  | 2 to 7 years  



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Repair and maintenance costs that do not extend the useful life of the asset are charged against earnings as incurred.
Major replacements and significant improvements that increase asset values and extend useful lives are capitalized.

The Company assesses the
recoverability of the carrying value of its property, plant and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying
amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If the undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized for the amount by which the carrying
value of the asset exceeds the fair value of the assets.

Goodwill and Intangible Assets:The Company records as goodwill the excess of
the purchase price over the fair value of the net assets acquired. Once the final valuation has been performed for each acquisition, adjustments may be recorded.

In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment at least annually or more frequently
whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount. The Company tests for impairment during the fourth quarter of its fiscal year.

Recoverability of goodwill is measured at the reporting unit level and determined using a two step process. The first step compares the carrying amount of the reporting
unit to its estimated fair value. To the extent that the carrying value of the reporting unit exceeds its estimated fair value, a second step is performed, wherein the reporting units carrying value of goodwill is compared to the implied fair
value of goodwill. To the extent that the carrying value exceeds the fair value, impairment exists and must be recognized. Recoverability of other intangible assets with indefinite useful lives is measured by a comparison of the carrying amount of
the intangible assets to the fair value of the respective intangible assets. Any excess of the carrying value over the fair value is recognized as an impairment loss.

Intangible assets such as patents, customer-related intangible assets and other intangible assets with finite useful lives are amortized on a straight-line basis over their estimated economic lives. The range of
useful lives is as follows:



|                             |  |          |  
|---------------------------- |  | -------- | -
|Customer relationships       |  | 20 years |  
|Trademarks                   |  | 25 years |  
|Completed technology/patents |  | 10 years |  
|Other                        |  | 10 years | *

|* | Excludes the effect of intangibles acquired as a part of the acquisition of Trane and fully expensed in 2008
|- | ------------------------------------------------------------------------------------------------------------

Recoverability of intangible assets with finite useful lives is assessed in the same manner as property, plant and equipment as described above.

Income Taxes:  Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and
liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. The Company recognizes future tax benefits, such as net operating losses and non-U.S. tax credits, to the extent that
realizing these benefits is considered in its judgment to be more likely than not. The Company regularly reviews the recoverability of its deferred tax assets considering its historic profitability, projected future taxable income, timing of the
reversals of existing temporary differences and the feasibility of its tax planning strategies. Where appropriate, the Company records a valuation allowance with respect to a future tax benefit.



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Product Warranties:Warranty accruals are recorded at the time of sale and are estimated based upon
product warranty terms and historical experience. The Company assesses the adequacy of its liabilities and will make adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available.

Treasury Stock:The Company, through one of its consolidated subsidiaries, repurchases IR-Limiteds Class A common shares from time to time
in the open market and in privately negotiated transactions as authorized by the Board of Directors. These repurchases are based upon current market conditions and the discretion of management. Amounts are recorded at cost and included within the
Shareholders equity section. For the year ended December 31, 2008 and 2007, Class A common shares owned by the Company amounted to 52.0 million and 97.4 million, respectively. The reduction from 2007 was a result of the
issuance of 45.4 million IR-Limited Class A common shares to fund the equity portion of the consideration paid for the Trane acquisition.

Revenue Recognition:Revenue is recognized and earned when all of the following criteria are satisfied: (a) persuasive evidence of a sales arrangement exists; (b) price is fixed or determinable;
(c) collectability is reasonably assured; and (d) delivery has occurred or service has been rendered. Delivery generally occurs when the title and the risks and rewards of ownership have substantially transferred to the customer. Revenue
from maintenance contracts or extended warranties is recognized on a straight-line basis over the life of the contract, unless another method is more representative of the costs incurred. The Company enters into agreements that contain multiple
elements, such as equipment, installation and service revenue. For multiple-element arrangements, the Company recognizes revenue for delivered elements when the delivered item has stand-alone value to the customer, fair values of undelivered
elements are known, customer acceptance has occurred, and only customary refund or return rights exist related to the delivered elements. Revenues from certain of our equipment and the related installation sold under construction-type contracts are
recorded using the percentage-of-completion method in accordance with Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. Revenues associated with contracts accounted for
under the percentage of completion method of accounting amounted to approximately five percent of the Companys 2008 net revenues.

Environmental
Costs:  The Company is subject to laws and regulations relating to protecting the environment. Environmental expenditures relating to current operations are expensed or capitalized as appropriate. Expenditures relating to existing
conditions caused by past operations, which do not contribute to current or future revenues, are expensed. Liabilities for remediation costs are recorded when they are probable and can be reasonably estimated, generally no later than the completion
of feasibility studies or the Companys commitment to a plan of action. The assessment of this liability, which is calculated based on existing technology, does not reflect any offset for possible recoveries from insurance companies, and is not
discounted.

Asbestos Matters:  Certain wholly owned subsidiaries of the Company are named as defendants in asbestos-related lawsuits in
state and federal courts. The Company records a liability for its actual and anticipated future claims as well as an asset for anticipated insurance settlements. Although the Company was neither a manufacturer nor producer of asbestos, some of its
formerly manufactured components from third party suppliers utilized asbestos related components. As a result, amounts related to asbestos are recorded within Discontinued operations, net of tax, except for amounts related to Trane asbestos
liabilities, which are recorded in continuing operations. Refer to Note 22 for further details of asbestos related matters.



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Research and Development Costs:  The Company conducts research and development activities for the
purpose of developing and improving new products and services. These expenditures, including qualifying engineering costs, are expensed when incurred and included in Cost of goods sold. For the years ended December 31, 2008, 2007 and 2006,
these expenditures amounted to $131.6 million, $128.6 million and $126.7 million, respectively. The Company also incurs engineering costs that are not considered research and development expenditures.

Software Costs:The Company follows the guidance outlined in Statement of Position 98-1, Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use for all software developed or obtained for internal use, which requires companies to capitalize certain internal-use software costs once specific criteria are met and subsequently amortize these costs over the
softwares useful life, which ranges from 2 to 7 years.

Employee Benefit Plans:  The Company provides a range of benefits to
eligible employees and retired employees, including pensions, postretirement and post-employment benefits. Determining the cost associated with such benefits is dependent on various actuarial assumptions, including discount rates, expected return on
plan assets, compensation increases, employee mortality and turnover rates, and health-care cost trend rates. Actuaries perform the required calculations to determine expense in accordance with generally accepted accounting principles in the United
States. Actual results may differ from the actuarial assumptions and are generally accumulated and amortized into earnings over future periods. Effective December 31, 2006, these amounts are generally recognized into Shareholders equity
on an annual basis, due to the adoption of SFAS 158. The Company reviews its actuarial assumptions at each measurement date and makes modifications to the assumptions based on current rates and trends, if appropriate. In 2008, the Company changed
the measurement date for all defined benefit plans from November 30 to December 31, as required by the measurement date provision of SFAS 158.

Loss Contingencies:Liabilities are recorded for various contingencies arising in the normal course of business, including litigation and administrative proceedings, environmental matters, product liability, product
warranty, workers compensation and other claims. The Company has recorded reserves in the financial statements related to these matters, which are developed using input derived from actuarial estimates and historical and anticipated experience
data depending on the nature of the reserve, and in certain instances with consultation of legal counsel, internal and external consultants and engineers. Subject to the uncertainties inherent in estimating future costs for these types of
liabilities, the Company believes its estimated reserves are reasonable and does not believe the final determination of the liabilities with respect to these matters would have a material effect on the financial condition, results of operations,
liquidity or cash flows of the Company for any year.

Derivative Instruments:The Company periodically enters into cash flow and other
hedge transactions to specifically hedge exposure to various risks related to interest rates, currency rates and commodity pricing. The Company recognizes all derivatives on the consolidated balance sheet at their fair value as either assets or
liabilities. For cash flow designated hedges, the effective portion of the changes in fair value of the derivative contract are recorded in Other comprehensive income, net of taxes, and are recognized in the income statement at the time earnings are
affected by the hedged transaction. For other hedge transactions, the changes in the fair value of the derivative contract are recognized in the consolidated statement of income.

Recently Adopted Accounting Pronouncements:

Effective January 1, 2006, the Company adopted SFAS No. 123
(revised 2004), Share-Based Payment, (SFAS 123(R)) using the modified prospective method of adoption. SFAS 123(R) requires companies to recognize compensation expense for an amount equal to the fair value of the share-based



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payment issued. Under the modified prospective method, financial statement amounts for prior periods have not been restated to reflect the fair value method
of recognizing compensation cost relating to stock options.

In September 2006, the FASB issued 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.

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 resulted in an after-tax charge to Retained earnings in the amount of $3.7 million ($6.5 million pre-tax) in 2008. Plans acquired during 2008 were not impacted by this change.

In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements (SAB 108). SAB 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The SEC staff believes that
registrants should quantify errors using both a balance sheet and an income statement approach and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is
material. SAB 108 is effective for the Company for the fiscal year ended December 31, 2006. SAB 108 did not have a material impact on the Companys financial statements.

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. As a result of adopting FIN 48 as of January 1, 2007, the Company recorded additional
liabilities to its previously established reserves, and corresponding decrease in Retained earnings of $145.6 million.

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 23 in the 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 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.



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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. As of December 31, 2008, the Company has not elected the option available under SFAS 159.

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; however, the Company does not expect the impact to the consolidated financial statements to be material.

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; however, the Company does not expect the impact to the consolidated financial statements to be material.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the
United States (the GAAP hierarchy). This pronouncement did not have a material impact on the Companys financial statements.

In November 2008, the
SEC issued for comment a proposed roadmap for the potential use by U.S. issuers of financial statements prepared in accordance with International Financial Reporting Standards (IFRS). IFRS is a comprehensive series of accounting standards published
by the International



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Accounting Standards Board (IASB). Under the proposed roadmap, we could be required, in 2014, to prepare financial statements in accordance with IFRS. The
SEC will make a determination in 2011 regarding the mandatory adoption of IFRS. We are currently assessing the impact that this potential change would have on our consolidated financial statements, and we will continue to monitor the development of
the potential implementation of IFRS.

NOTE 3  ACQUISITION OF TRANE INC.

At the close of business on June 5, 2008, the Company completed its previously announced acquisition of 100% of the outstanding common shares of Trane. Trane, formerly American Standard Companies Inc., provides
systems and services that enhance the quality and comfort of the air in homes and buildings around the world. Tranes systems and services have leading positions in premium commercial, residential, institutional and industrial markets, a
reputation for reliability, high quality and product innovation and a powerful distribution network. Tranes 2007 annual revenues were $7.5 billion.

The Company paid a combination of (i) 0.23 of an IR-Limited Class A common share and (ii) $36.50 in cash, without interest, for each outstanding share of Trane common stock. The total cost of the acquisition was approximately
$9.6 billion, including change in control payments and direct costs of the transaction. The Company financed the cash portion of the acquisition with a combination of cash on hand, commercial paper and a 364-day senior unsecured bridge loan
facility.

The components of the purchase price were as follows:



|                                                                                             |  |   |    
|-------------------------------------------------------------------------------------------- |  | - | ---
|In billions                                                                                  |  |  
|Cash consideration                                                                           |  | $ | 7.3
|Stock consideration (Issuance of 45.4 million IR-Limited Class A common shares)              |  |   | 2.0
|Estimated fair value of Trane stock options converted to 7.4 millionIR-Limited stock options |  |   | 0.2
|Transaction costs                                                                            |  |   | 0.1
|Total                                                                                        |  | $ | 9.6



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The following table summarizes the preliminary fair values of the Trane assets acquired and liabilities assumed at the
Acquisition Date.



|                                                               |  |             |         
|-------------------------------------------------------------- |  | ----------- | --------
|In millions                                                    |  | June 5,2008
|Current assets:                                                |  |             |         
|Cash and cash equivalents                                      |  | $           | 317.5   
|Accounts and notes receivable                                  |  |             | 1,185.6 
|Inventories                                                    |  |             | 970.5   
|Other current assets                                           |  |             | 462.0   
|Total current assets                                           |  |             | 2,935.6 
|                                                               | 
|Property, plant and equipment                                  |  |             | 1,060.4 
|Goodwill                                                       |  |             | 5,529.9 
|Intangible assets                                              |  |             | 5,576.0 
|Other noncurrent assets                                        |  |             | 719.4   
|Total assets                                                   |  | $           | 15,821.3
|                                                               | 
|Current liabilities:                                           |  |             |         
|Accounts payable                                               |  | $           | 562.9   
|Accrued compensation and benefits                              |  |             | 225.7   
|Accrued expenses and other current liabilities                 |  |             | 1,062.3 
|Short-term borrowings and current maturities of long-term debt |  |             | 254.3   
|Total current liabilities                                      |  |             | 2,105.2 
|                                                               | 
|Long-term debt                                                 |  |             | 476.3   
|Postemployment and other benefit liabilities                   |  |             | 318.0   
|Deferred income taxes                                          |  |             | 2,291.1 
|Other noncurrent liabilities                                   |  |             | 1,012.7 
|Minority interests                                             |  |             | 7.7     
|Total liabilities and minority interests                       |  | $           | 6,211.0 
|Net assets acquired                                            |  | $           | 9,610.3 

Cash and cash equivalents, accounts and notes receivable, accounts payable and accrued compensation and benefits
were stated at their historical carrying values, which approximate their fair value, given the short-term nature of these assets and liabilities.

Inventories were recorded at fair value, based on computations which considered many factors, including the future estimated selling price of the inventory, the cost to dispose of the inventory, as well as the replacement cost of the
inventory, where applicable.

The Company recorded intangible assets based on their estimated fair value, and consisted of the following:



|                                    |  |              |  |        |        
|----------------------------------- |  | ------------ |  | ------ | -------
|In millions                         |  | Useful life  |  | Amount
|Tradenames                          |  | Indefinite   |  | $      | 3,418.0
|Customer relationships              |  | 17 -18 Years |  |        | 1,871.0
|Completed technology/patents        |  | 5 - 15 Years |  |        | 158.0  
|In-process research and development |  | Expensed     |  |        | 26.0   
|License agreement                   |  | 7 Years      |  |        | 4.0    
|Backlog                             |  | 1 - 6 Months |  |        | 99.0   
|Total                               |  |              |  | $      | 5,576.0



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The Company has allocated $3,418.0 million to tradenames, primarily related to the Trane brand. Management considered
many factors in the determination that it will account for the asset as an indefinite lived intangible asset, including the current market leadership position of the brand as well as recognition worldwide in the industry. Therefore, in accordance
with Statement of Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, tradenames will not be amortized, but instead will be tested for impairment at least annually (more frequently if certain indicators are
present).

In addition, the Company assigned $26.0 million to in-process research and development assets that were expensed at the date of acquisition in
accordance with Financial Accounting Standards Board (FASB) Interpretation No. 4, Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method. The expenses are included in general and
administrative expenses.

The excess of the purchase price over the amounts allocated to specific assets and liabilities is included in goodwill, and
amounted to $5,529.9 million. The premium in the purchase price paid by the Company for the acquisition of Trane reflects the establishment of an $11 billion business offering high value equipment, systems and services necessary for delivering
solutions across the temperature spectrum for indoor, stationary and transport applications worldwide. The Company anticipates realizing significant operational and cost synergies. Anticipated synergies include purchase material savings through
supplier rationalization and procurement leverage, improvement in manufacturing costs and lower general and administrative costs. Longer term, the Company expects to benefit from synergies related to service revenue expansion, leverage of
distribution channels and cross selling through certain vertical markets.

In addition, Trane will be able to leverage the Companys global footprint
to enhance their historically U.S.-based revenue generation. Lastly, the combined business will improve the Companys highly regarded Hussmann and Thermo King brands with Tranes position as a leader in the commercial and residential
climate control industry. These combined factors primarily contributed to a purchase price in excess of the fair value of the net tangible assets acquired.

The following unaudited pro forma information assumes the acquisition of Trane occurred as of the beginning of the respective periods presented:



|                                         |  |              |          |   |      |   |         
|---------------------------------------- |  | ------------ | -------- | - | ---- | - | --------
|                                         |  | December 31,
|In millions                              |  | 2008         |          |   | 2007
|Net revenues                             |  | $            | 16,361.6 |   |      | $ | 16,205.6
|Pre-tax profit (loss)                    |  |              | (2,778.4 | ) |      |   | 994.2   
|Net earnings (loss)                      |  |              | (2,586.2 | ) |      |   | 722.6   
|Basic earnings (loss) per common share   |  | $            | (8.08    | ) |      | $ | 2.15    
|Diluted earnings (loss) per common share |  |              | (8.08    | ) |      |   | 2.11    

The unaudited pro forma financial information for the year ended December 31, 2007 include $103.0 million of
after tax, non-recurring purchase accounting charges associated with the fair value allocation of purchase price to backlog, inventory and in-process research and development costs.

In addition, for the year ended December 31, 2008, the Company has included $89.1 million as an after tax increase to interest expense associated with the borrowings to fund (a) the cash portion of the
purchase price and (b) the out-of-pocket transaction costs associated with the acquisition. The comparative amount for the year ended December 31, 2007 was $217.2 million.



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For the year ended December 31, 2008, the Company has recognized a pre-tax, non-cash charge of $3.7 billion related
to the impairment of goodwill and indefinite-lived intangible assets, which is reflected in the pro forma results presented above. For a further discussion of impairment related matters, see Note 4 in the consolidated financial statements.

The unaudited pro forma information does not purport to be indicative of the results that actually would have been achieved had the operations been
combined during the periods presented, nor is it intended to be a projection of future results or trends.

NOTE 4  ASSET IMPAIRMENT

Goodwill and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually and more
frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than its carrying amount of the asset. The Company tests for impairment during the fourth quarter of its fiscal year using October 1stcarrying values. Due to the continued deterioration in the worldwide equity and credit markets and a tightening of industrial and retail end
markets, the Companys market capitalization declined well below its book value during the fourth quarter of 2008. In addition, the Company projects a decline in its 2009 financial performance. As a result, the Company updated its impairment
testing through December 31, 2008, taking into consideration recent market declines.

Goodwill Impairment

The test for goodwill impairment is a two step process. The first step compares the carrying amount of the reporting unit to its estimated fair value (Step 1). To the
extent that the carrying value of the reporting unit exceeds its estimated fair value, a second step is performed, wherein the reporting units carrying value of goodwill is compared to the implied fair value of goodwill (Step 2). To the extent
that the carrying value exceeds the implied fair value of goodwill, impairment exists and must be recognized.

As quoted market prices are not available
for the Companys reporting units, the fair value of the reporting units is determined using both a discounted cash flow model (income approach) and a market adjusted multiple of earnings and revenues (market approach), with each method being
equally weighted in the calculation. Both methods use various assumptions that are specific to each individual reporting unit in order to determine the fair value. In addition, the Company compared the estimated aggregate fair value of its reporting
units to its overall market capitalization. The Company completed Step 1 of the impairment test and determined that the reporting units within the Air Conditioning System and Services sector and the European reporting unit of the Security
Technologies sector did not pass Step 1.

In Step 2, the Company is required to use the fair value calculated in Step 1 and apply the fair value to the
assets and liabilities of the reporting unit based on a hypothetical purchase price allocation. The implied fair value of goodwill is determined in the allocation process and compared to the book value of goodwill. As a result, the Company realized
an impairment charge to goodwill of $2,840.0 million. For further details, refer to the table below.

Indefinite-lived Intangible Assets

The test for impairment of indefinite-lived intangible assets (i.e. Tradenames) is measured by comparing the carrying amount of the intangible assets to the fair value
of the respective intangible assets. Any excess of the carrying value over the calculated fair value of the intangible asset is recognized as an impairment loss.

The fair value of each of the Companys Tradenames was determined based on a relief from royalty income methodology, which present values the after-tax cost savings (i.e. royalty relief) at an



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appropriate discount rate in order to compute the value of the Tradenames. Based on the calculated fair value, management determined that certain Tradenames
were impaired in the aggregate amount of $860.0 million. For further details of the impairment charge refer to the table below.

Marketable Securities

The Company determined that its investment in certain marketable securities was other than temporarily impaired. This analysis was based on the current
trading value of the publicly listed marketable security in addition to other qualitative factors of the operating business environment in which the security is held.

The following table summarizes the impairment charges that were taken by sector during 2008:



|                                      |  |          |         |                  |   |                      |  |       |      |  |   |        
|------------------------------------- |  | -------- | ------- | ---------------- | - | -------------------- |  | ----- | ---- |  | - | -------
|In millions                           |  | Goodwill |         | IntangibleAssets |   | MarketableSecurities |  | Total
|Air Conditioning Systems and Services |  | $        | 2,496.0 |                  | $ | 814.0                |  | $     | -    |  | $ | 3,310.0
|Climate Control Technologies          |  |          | -       |                  |   | 40.0                 |  |       | -    |  |   | 40.0   
|Security Technologies                 |  |          | 344.0   |                  |   | 6.0                  |  |       | 10.0 |  |   | 360.0  
|Total                                 |  | $        | 2,840.0 |                  | $ | 860.0                |  | $     | 10.0 |  | $ | 3,710.0

NOTE 5  RESTRUCTURING ACTIVITIES

Restructuring charges recorded during the year ended December 31, 2008 were as follows:



|                           |  |                                    |      |                            |   |                        |  |                      |     |                    |   |       |  |   |      |  |   |     
|-------------------------- |  | ---------------------------------- | ---- | -------------------------- | - | ---------------------- |  | -------------------- | --- | ------------------ | - | ----- |  | - | ---- |  | - | ----
|In millions                |  | AirConditioningSystems andServices |      | ClimateControlTechnologies |   | IndustrialTechnologies |  | SecurityTechnologies |     | Corporateand Other |   | Total
|Cost of goods sold         |  | $                                  | 6.3  |                            | $ | 32.9                   |  | $                    | 7.0 |                    | $ | 10.5  |  | $ | -    |  | $ | 56.7
|Selling and administrative |  |                                    | 10.9 |                            |   | 5.7                    |  |                      | 2.6 |                    |   | 2.6   |  |   | 12.4 |  |   | 34.2
|Total                      |  | $                                  | 17.2 |                            | $ | 38.6                   |  | $                    | 9.6 |                    | $ | 13.1  |  | $ | 12.4 |  | $ | 90.9

Restructuring charges recorded during the year ended December 31, 2007 were as follows:



|                           |  |                                    |   |                            |   |                        |  |                      |     |                    |   |       |  |   |   |  |   |     
|-------------------------- |  | ---------------------------------- | - | -------------------------- | - | ---------------------- |  | -------------------- | --- | ------------------ | - | ----- |  | - | - |  | - | ----
|In millions                |  | AirConditioningSystems andServices |   | ClimateControlTechnologies |   | IndustrialTechnologies |  | SecurityTechnologies |     | Corporateand Other |   | Total
|Cost of goods sold         |  | $                                  | - |                            | $ | 22.3                   |  | $                    | 0.6 |                    | $ | 1.9   |  | $ | - |  | $ | 24.8
|Selling and administrative |  |                                    | - |                            |   | 0.1                    |  |                      | 0.4 |                    |   | 3.4   |  |   | - |  |   | 3.9 
|Total                      |  | $                                  | - |                            | $ | 22.4                   |  | $                    | 1.0 |                    | $ | 5.3   |  | $ | - |  | $ | 28.7



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The changes in the restructuring reserve were as follows:



|                       |  |                                    |       |   |                            |   |       |                        |  |   |                      |   |  |                    |      |   |       |   |       |   |  |   |       |  
|---------------------- |  | ---------------------------------- | ----- | - | -------------------------- | - | ----- | ---------------------- |  | - | -------------------- | - |  | ------------------ | ---- | - | ----- | - | ----- | - |  | - | ----- | -
|In millions            |  | AirConditioningSystems andServices |       |   | ClimateControlTechnologies |   |       | IndustrialTechnologies |  |   | SecurityTechnologies |   |  | Corporateand Other |      |   | Total |  
|December 31, 2006      |  | $                                  | -     |   |                            | $ | -     |                        |  | $ | -                    |   |  | $                  | 1.3  |   |       | $ | -     |   |  | $ | 1.3   |  
|Additions              |  |                                    | -     |   |                            |   | 22.4  |                        |  |   | 1.0                  |   |  |                    | 5.3  |   |       |   | -     |   |  |   | 28.7  |  
|Cash and non-cash uses |  |                                    | -     |   |                            |   | (3.0  | )                      |  |   | (0.3                 | ) |  |                    | (2.7 | ) |       |   | -     |   |  |   | (6.0  | )
|Currency translation   |  |                                    | -     |   |                            |   | 1.4   |                        |  |   | -                    |   |  |                    | 0.1  |   |       |   | -     |   |  |   | 1.5   |  
|December 31, 2007      |  |                                    | -     |   |                            |   | 20.8  |                        |  |   | 0.7                  |   |  |                    | 4.0  |   |       |   | -     |   |  |   | 25.5  |  
|Additions              |  |                                    | 17.2  |   |                            |   | 38.6  |                        |  |   | 9.6                  |   |  |                    | 13.1 |   |       |   | 12.4  |   |  |   | 90.9  |  
|Purchase accounting    |  |                                    | 14.8  |   |                            |   | -     |                        |  |   | -                    |   |  |                    | -    |   |       |   | -     |   |  |   | 14.8  |  
|Cash and non-cash uses |  |                                    | (15.3 | ) |                            |   | (27.1 | )                      |  |   | (7.6                 | ) |  |                    | (6.2 | ) |       |   | (11.3 | ) |  |   | (67.5 | )
|Currency translation   |  |                                    | 0.4   |   |                            |   | 0.2   |                        |  |   | -                    |   |  |                    | 0.2  |   |       |   | -     |   |  |   | 0.8   |  
|December 31, 2008      |  | $                                  | 17.1  |   |                            | $ | 32.5  |                        |  | $ | 2.7                  |   |  | $                  | 11.1 |   |       | $ | 1.1   |   |  | $ | 64.5  |  

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

During the first three quarters of
2008, the Company incurred costs of approximately $20 million associated with various restructuring activities as a part of an ongoing effort to increase efficiencies across multiple lines of business. In October 2008, the Company announced an
enterprise-wide restructuring program. This program included streamlining the footprint of manufacturing facilities and reducing the general and administrative cost base across all sectors of the company. Projected costs will approximate $110
million, of which $71 million was incurred during the fourth quarter. At December 31, 2008, the Company had $64.5 million accrued for workforce reductions and the consolidation of manufacturing facilities.

Restructuring actions taken in the Air Conditioning Systems and Services sector include the closing of three parts locations in the U.S., the closing of a manufacturing
facility in Asia and a general workforce reduction due to a revised organizational structure within the commercial sector. As of December 31, 2008, the Air Conditioning Systems and Services sector had incurred approximately $15 million related
to the restructuring program announced in October 2008.

In connection with the acquisition of Trane, at the Acquisition Date, the Company began
formulating a plan to exit or restructure certain activities. The Company recorded purchase accounting liabilities of $14.8 million primarily related to employee severance and related costs in connection with the preliminary plan as well as
approving the continuation of all existing restructuring and exit plans.

Restructuring actions taken in the Climate Control Technologies sector include
the closing of two manufacturing facilities in order to consolidate manufacturing operations in the European and Americas regions, as well as a general workforce reduction in Europe. As of December 31, 2008, the Climate Control Technologies
sector had incurred approximately $38 million related to the restructuring program announced in October 2008.



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Restructuring actions taken in the Industrial Technologies sector include the consolidation of manufacturing facilities
in the U.S. and general workforce reductions in Europe. As of December 31, 2008, the Industrial Technologies sector had incurred approximately $5 million related to the restructuring program announced in October 2008.

Restructuring actions taken in the Security Technologies sector include the consolidation of manufacturing facilities in the Americas region and general workforce
reductions in Europe. As of December 31, 2008, the Security Technologies sector had incurred approximately $11 million related to the restructuring program announced in October 2008.

Corporate costs primarily related to the consolidation of administrative offices in the U.S. As of December 31, 2008, the corporate costs related to the
restructuring program totaled approximately $2 million announced in October 2008.

NOTE 6  MARKETABLE SECURITIES

At December 31, marketable securities were as follows:



|                                  |  |                      |     |                  |   |      |           |  |                      |     |                  |   |      |           |   |      |   |  |   |     
|--------------------------------- |  | -------------------- | --- | ---------------- | - | ---- | --------- |  | -------------------- | --- | ---------------- | - | ---- | --------- | - | ---- | - |  | - | ----
|                                  |  | 2008                 |     | 2007            
|In millions                       |  | Amortizedcost orcost |     | Unrealizedlosses |   |      | Fairvalue |  | Amortizedcost orcost |     | Unrealizedlosses |   |      | Fairvalue
|Short-term marketable securities: |  |                      |     |                  |   |      |           |  |                      |     |                  |   |      |           |   |      |   |  |   |     
|Equity securities                 |  | $                    | -   |                  | $ | -    |           |  | $                    | -   |                  | $ | 0.1  |           | $ | -    |   |  | $ | 0.1 
|Total                             |  | $                    | -   |                  | $ | -    |           |  | $                    | -   |                  | $ | 0.1  |           | $ | -    |   |  | $ | 0.1 
|Long-term marketable securities:  |  |                      |     |                  |   |      |           |  |                      |     |                  |   |      |           |   |      |   |  |   |     
|Equity securities                 |  | $                    | 6.7 |                  | $ | (0.2 | )         |  | $                    | 6.5 |                  | $ | 17.3 |           | $ | (4.9 | ) |  | $ | 12.4
|Total                             |  | $                    | 6.7 |                  | $ | (0.2 | )         |  | $                    | 6.5 |                  | $ | 17.3 |           | $ | (4.9 | ) |  | $ | 12.4

Long-term marketable securities are included within Other assets on the Consolidated Balance Sheet.

During 2008, the Companys long-term marketable securities experienced other than temporary declines in value as defined by EITF 03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments. The Company recognized a loss of approximately $10 million related to investments within the Security Technologies segment in the fourth quarter of 2008. The loss is
included in Asset impairment on the Consolidated Statement of Income. For a further discussion of impairment related matters, see Note 4 in the consolidated financial statements.

NOTE 7  INVENTORIES

At December 31, the major classes of inventory were as follows:



|                |  |      |         |   |      |   |       |  
|--------------- |  | ---- | ------- | - | ---- | - | ----- | -
|In millions     |  | 2008 |         |   | 2007 |  
|Raw materials   |  | $    | 446.9   |   |      | $ | 323.2 |  
|Work-in-process |  |      | 301.7   |   |      |   | 163.4 |  
|Finished goods  |  |      | 980.0   |   |      |   | 424.9 |  
|                |  |      | 1,728.6 |   |      |   | 911.5 |  
|LIFO reserve    |  |      | (113.5  | ) |      |   | (84.3 | )
|Total           |  | $    | 1,615.1 |   |      | $ | 827.2 |  



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NOTE 8  PROPERTY, PLANT AND EQUIPMENT

At December 31, the major classes of property, plant and equipment were as follows:



|                         |  |      |          |   |      |   |         |  
|------------------------ |  | ---- | -------- | - | ---- | - | ------- | -
|In millions              |  | 2008 |          |   | 2007 |  
|Land                     |  | $    | 111.3    |   |      | $ | 65.4    |  
|Buildings                |  |      | 776.6    |   |      |   | 485.7   |  
|Machinery and equipment  |  |      | 1,787.1  |   |      |   | 1,056.6 |  
|Software                 |  |      | 345.5    |   |      |   | 174.5   |  
|                         |  |      | 3,020.5  |   |      |   | 1,782.2 |  
|Accumulated depreciation |  |      | (1,052.0 | ) |      |   | (877.3  | )
|Total                    |  | $    | 1,968.5  |   |      | $ | 904.9   |  

Depreciation expense for the years ended December 31, 2008, 2007 and 2006 was $201.2 million, $112.3 million
and $122.7 million, which include amounts for software amortization of $35.5 million, $17.5 million and $23.1 million, respectively.

NOTE 9 
GOODWILL

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



|                              |  |                                    |          |   |                            |   |         |                        |  |   |                      |   |  |       |         |   |  |   |          |  
|----------------------------- |  | ---------------------------------- | -------- | - | -------------------------- | - | ------- | ---------------------- |  | - | -------------------- | - |  | ----- | ------- | - |  | - | -------- | -
|In millions                   |  | AirConditioningSystems andServices |          |   | ClimateControlTechnologies |   |         | IndustrialTechnologies |  |   | SecurityTechnologies |   |  | Total |        
|December 31, 2006             |  | $                                  | -        |   |                            | $ | 2,545.1 |                        |  | $ | 341.2                |   |  | $     | 950.9   |   |  | $ | 3,837.2  |  
|Acquisitions and adjustments* |  |                                    | -        |   |                            |   | -       |                        |  |   | 22.0                 |   |  |       | (6.1    | ) |  |   | 15.9     |  
|Currency translation          |  |                                    | -        |   |                            |   | 68.7    |                        |  |   | 8.7                  |   |  |       | 62.8    |   |  |   | 140.2    |  
|December 31, 2007             |  |                                    | -        |   |                            |   | 2,613.8 |                        |  |   | 371.9                |   |  |       | 1,007.6 |   |  |   | 3,993.3  |  
|Acquisitions and adjustments* |  |                                    | 5,529.9  |   |                            |   | 1.1     |                        |  |   | 5.4                  |   |  |       | 20.6    |   |  |   | 5,557.0  |  
|Currency translation          |  |                                    | -        |   |                            |   | (37.9   | )                      |  |   | (7.5                 | ) |  |       | (44.8   | ) |  |   | (90.2    | )
|Impairment                    |  |                                    | (2,496.0 | ) |                            |   | -       |                        |  |   | -                    |   |  |       | (344.0  | ) |  |   | (2,840.0 | )
|December 31, 2008             |  | $                                  | 3,033.9  |   |                            | $ | 2,577.0 |                        |  | $ | 369.8                |   |  | $     | 639.4   |   |  | $ | 6,620.1  |  

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

The Company records as goodwill the excess of the purchase price over the fair value of the net assets acquired. Once the final valuation has been performed for each acquisition, adjustments may be recorded.

The increase in goodwill is primarily associated with the acquisition of Trane in the second quarter of 2008. As of December 31, 2008, the Company
recognized $5.5 billion of goodwill associated with this transaction, which is recorded in the Air Conditioning Systems and Services segment. See Note 3 for a further discussion regarding goodwill associated with the acquisition of Trane.

As a result of the annual impairment testing in the fourth quarter of 2008, the Company recognized a pre-tax, non-cash charge of $2,840.0 million related
to the impairment of goodwill. See Note 4 for a further discussion of impairment related matters.



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NOTE 10  INTANGIBLE ASSETS

The following table sets forth the gross amount and accumulated amortization of the Companys intangible assets at December 31:



|                              |  |      |         |   |      |   |        |  
|----------------------------- |  | ---- | ------- | - | ---- | - | ------ | -
|In millions                   |  | 2008 |         |   | 2007 |  
|Trademarks                    |  | $    | 2,831.7 |   |      | $ | 283.8  |  
|Customer relationships        |  |      | 2,368.2 |   |      |   | 502.4  |  
|Completed technology/patents  |  |      | 203.1   |   |      |   | 38.2   |  
|Other                         |  |      | 189.6   |   |      |   | 53.4   |  
|Total gross intangible assets |  |      | 5,592.6 |   |      |   | 877.8  |  
|Accumulated amortization      |  |      | (378.5  | ) |      |   | (153.2 | )
|Total                         |  | $    | 5,214.1 |   |      | $ | 724.6  |  

At December 31, 2008, the Company had $5.2 billion of intangible assets. Per SFAS No. 142,
Goodwill and Other Intangible Assets, intangible assets with finite useful lives are amortized on a straight-line basis over their estimated economic lives. Indefinite-lived intangible assets are not subject to amortization in accordance
with SFAS No. 142, but instead, are tested for impairment at least annually (more frequently if certain indicators are present).

The increase from
December 31, 2007 is primarily attributable to the acquisition of Trane in the second quarter of 2008 in which the Company recognized approximately $5,576.0 million of intangible assets including $3,418.0 million of indefinite-lived trademarks
and $1,871.0 million of customer relationships. See Note 3 for a further discussion on the acquisition of Trane.

As of December 31, 2008 and
December 31, 2007, the Company had $2,722.4 million and $169.3 million, respectively, of indefinite lived intangible assets. In the fourth quarter of 2008, the Company recognized a pre-tax, non-cash impairment charge of $860.0 million related
to indefinite-lived intangible assets. See Note 4 for a further discussion of impairment related matters.

Intangible asset amortization expense for 2008,
2007 and 2006 was $226.3 million, $25.2 million and $24.8 million, respectively. The increase in 2008 is attributable to the Companys acquisition of Trane on June 5, 2008, which includes $125.0 million of non-recurring amortization
expense related to the fair value allocation of purchase price to backlog and in-process research and development costs. The non-recurring amortization expense is included in Accumulated amortization and the associated gross asset is included in
Other in the above table. See Note 3 for a further discussion on the acquisition of Trane.

Estimated amortization expense on existing intangible assets is
approximately $160 million for each of the next five fiscal years.

NOTE 11  ACCOUNTS RECEIVABLE SECURITIZATION AGREEMENTS

In association with the acquisition of Trane, the consolidated financial statements include Tranes accounts receivable securitization agreement (the Facility) in
the U.S. As part of this Facility, Trane formed a special-purpose entity (SPE) that is included in the consolidated financial statements for the sole purpose of buying and selling receivables generated by Trane. Trane irrevocably and without
recourse, transfers all eligible accounts receivable to the SPE, which in turn, sells them, or undivided ownership interests in them, to conduits administered by a participating bank. After the sale of the accounts receivable, Trane has no
continuing involvement other than in the collection process. In addition, the assets of the SPE are not available to pay the claims of Trane or any of its subsidiaries.



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The receivables sold are removed from the balance sheet since they meet the applicable criteria of SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. Tranes retained interest is recorded at fair value in the balance sheet. To the extent that the cash received and value of the retained
interest is less than the net book value of the receivable sold, losses are recognized at the time of sale. For the year ended December 31, 2008, the losses amounted to $2.0 million. The receivables represented by the retained interest are
exposed to the risk of loss for any uncollectible amounts in the pool of receivables sold under this arrangement.

The following is a summary of
receivables sold to the financing facilities:



|                                               |  |                  |      
|---------------------------------------------- |  | ---------------- | -----
|In millions                                    |  | December 31,2008
|Outstanding balance of receivables sold to SPE |  | $                | 149.5
|Net retained interest                          |  |                  | 83.6 
|Advances from conduits                         |  |                  | 62.8 

The advances from conduits include amounts due to the conduits for the collections of receivables under the
servicing agreement.

NOTE 12  DEBT AND CREDIT FACILITIES

At December 31, short-term borrowings and current maturities of long-term debt consisted of the following:



|                                       |  |      |         |      |   |      
|-------------------------------------- |  | ---- | ------- | ---- | - | -----
|In millions                            |  | 2008 |         | 2007
|Commercial paper program               |  | $    | 998.7   |      | $ | -    
|Bridge loan facility                   |  |      | 754.0   |      |   | -    
|Current maturities of long-term debt * |  |      | 548.4   |      |   | 681.1
|Other short-term borrowings            |  |      | 49.3    |      |   | 59.9 
|Total                                  |  | $    | 2,350.4 |      | $ | 741.0

* Includes $345.7 million of debt redeemable at the option of the holder. The scheduled maturities of these
bonds range between 2027 and 2028.

The weighted-average interest rate for total short-term borrowings at December 31, 2008 and 2007 was 4.8% and
6.9%, respectively.

At December 31, long-term debt excluding current maturities consisted of:



|                                                                                                                                     |  |      |         |      |   |      
|------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------- | ---- | - | -----
|In millions                                                                                                                          |  | 2008 |         | 2007
|Senior floating rate notes due 2010                                                                                                  |  | $    | 250.0   |      | $ | -    
|7.625% Senior notes due 2010                                                                                                         |  |      | 261.2   |      |   | -    
|6.000% Senior notes due 2013                                                                                                         |  |      | 599.8   |      |   | -    
|5.50% Senior notes due 2015                                                                                                          |  |      | 199.6   |      |   | -    
|4.75% Senior notes due 2015                                                                                                          |  |      | 299.2   |      |   | 299.1
|6.875% Senior notes due 2018                                                                                                         |  |      | 749.0   |      |   | -    
|9.00% Debentures due 2021                                                                                                            |  |      | 125.0   |      |   | 125.0
|7.20% Debentures due 2009-2025                                                                                                       |  |      | 120.0   |      |   | 127.5
|6.48% Debentures due 2025                                                                                                            |  |      | 149.7   |      |   | 149.7
|Other loans and notes, at end-of-year average interest rates of 5.68% in 2008 and 4.32% in 2007, maturing in various amounts to
2018 |  |      | 20.2    |      |   | 11.4 
|Total                                                                                                                                |  | $    | 2,773.7 |      | $ | 712.7



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The fair value of long-term debt, including current maturities of long-term debt, at December 31, 2008 and 2007, was
$3,125.8 million and $1,336.7 million, respectively. The fair value of long-term debt was based upon quoted market values.

At December 31, 2008,
long-term debt retirements are as follows:



|            |  |   |        
|----------- |  | - | -------
|In millions |  |  
|2009        |  | $ | 548.4  
|2010        |  |   | 525.8  
|2011        |  |   | 11.3   
|2012        |  |   | 10.8   
|2013        |  |   | 608.9  
|Thereafter  |  |   | 1,616.9
|Total       |  | $ | 3,322.1

In connection with the acquisition of Trane, the Company entered into a $3.9 billion senior unsecured bridge loan
facility, with a 364-day term. The Company drew down $2.95 billion against the bridge loan facility in June 2008. The proceeds, along with cash on hand and the issuance of $1.5 billion of commercial paper, were used to fund the cash component of the
consideration paid for the acquisition as well as to pay related fees and expenses incurred in connection with the acquisition.

In August 2008, the
Company filed a universal shelf registration statement with the Securities and Exchange Commission (SEC) for an indeterminate amount of securities for future issuance and issued $1.6 billion of long-term debt pursuant to the shelf registration
statement. This issuance consisted of $250 million Senior Floating Rate Notes due in 2010, $600 million 6.000% Senior Notes due in 2013 and $750 million 6.875% Senior Notes due in 2018. These notes are fully and unconditionally guaranteed by
IR-Limited, which directly owns 100% of the subsidiary issuer, IR Global Holding Company Limited. The net proceeds from the offering were used to partially reduce the amount outstanding under the senior unsecured bridge loan facility.

During the third quarter, the Company repaid $2.0 billion of the outstanding balance of the bridge loan facility. The Company used a combination of cash flows from
operations and cash on hand, in addition to the $1.6 billion in proceeds received from the issuance of long-term debt. In October 2008, the Company reduced the bridge loan facility size to $950 million and subsequently repaid an additional $196
million of the outstanding balance during the fourth quarter of 2008. At December 31, 2008, the outstanding balance of the bridge loan facility was $754 million.

At December 31, 2008, the Companys committed revolving credit facilities totaled $3.0 billion, of which $750 million expires in June 2009, $1.25 billion expires in August 2010 and $1.0 billion expires in
June 2011. These lines are unused and provide support for the Companys commercial paper program as well as for other general corporate purposes. In addition, other available lines of credit were $811.7 million, of which $651.3 million were
unused at December 31, 2008. These lines provide support for bank guarantees, letters of credit and other general corporate purposes.

Debentures
with Put Feature

At December 31, 2007, The Company had outstanding $547.9 million of fixed rate debentures which only requires early repayment at
the option of the holder. These debentures contain a put feature that the holders may exercise on each anniversary of the issuance date. If exercised, the Company is obligated to repay in whole or in part, at the holders option, the
outstanding principal amount (plus accrued and



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unpaid interest) of the debentures held by the holder. If these options are not exercised, the final maturity dates would range between 2027 and 2028. In the
fourth quarter of 2008, holders of these debentures chose to exercise the put feature on approximately $202 million of the debentures, which was repaid in November 2008.

NOTE 13  FINANCIAL INSTRUMENTS

In the normal course of business, the Company uses various financial
instruments, including derivative instruments, to manage risks associated with interest rate, currency rate, commodity price and share-based compensation exposures. Derivative instruments are not used for trading or speculative purposes. On the date
a derivative contract is entered into, the Company designates the derivative instrument as either a hedge of a forecasted transaction (a cash flow hedge) or a hedge of recognized asset or liability (a cash flow or undesignated hedge). The Company
formally documents its hedge relationships, including identification of the derivative instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction. This process includes linking
derivative instruments that are designated as hedges to specific assets, liabilities or forecasted transactions.

The Company also assesses both at the
inception and at least quarterly thereafter, whether the derivatives used in hedging transactions are highly effective in offsetting the changes in the cash flows of the hedged item. Any ineffective portion of a derivative instruments change
in fair value is recorded in the income statement in the period of change. If the hedging relationship ceases to be highly effective, or it becomes probable that a forecasted transaction is no longer expected to occur, the hedging relationship will
be undesignated and any future gains and losses on the derivative instrument would be recorded in the income statement.

The fair market value of
derivative instruments are determined through market-based valuations and may not be representative of the actual gains or losses that will be recorded when these instruments mature due to future fluctuations in the markets in which they are traded.

Currency and Commodity Hedging Instruments

The
estimated fair value of currency hedges outstanding at December 31, 2008 and 2007, was a projected gain of $15.1 million and a projected loss of $5.2 million, respectively. The notional amounts of the currency hedges were $920.4 million and
$355.5 million at December 31, 2008 and 2007, respectively. At December 31, 2008 and 2007, $7.6 million and $2.4 million, net of tax, respectively, was included in Accumulated other comprehensive income (loss) related to the fair value of
currency hedges. The amount expected to be reclassified to earnings over the next twelve months is $7.6 million. The actual amounts that will be reclassified to earnings may vary from this amount as a result of changes in market conditions. At
December 31, 2008, the maximum term of the Companys currency hedges was 12 months.

The estimated fair value of commodity hedges outstanding at
December 31, 2008 and 2007 was a projected loss of $10.1 million and $2.4 million, respectively. The notional amount of the commodity hedges was $21.3 million and $22.2 million at December 31, 2008 and 2007, respectively. During 2008, the
Company discontinued the use of hedge accounting for the commodity hedges. The Company recognized into the income statement all deferred gains and losses related to the commodity hedges at the time of discontinuance.

Other Hedging Instruments

As a result of the acquisition of Trane,
the Company assumed a cross currency swap that fixes in U.S. dollars the currency cash flows on the £60.0 million 8.25% senior notes due June 1, 2009. The cross currency swap meets the criteria to be accounted for as a foreign
currency cash flow hedge. At December 31, 2008, the cross currency swap had a fair value of $35.8 million.



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During 2008, the Company entered into interest rate locks for the forecasted issuance of $1.4 billion of Senior Notes due
in 2013 and 2018. These interest rate locks met the criteria to be accounted for as cash flow hedges of a forecasted transaction. Consequently, the changes in fair value of the interest rate locks were deferred in Accumulated other comprehensive
income (loss) and will be recognized into interest expense over the life of the notes. At December 31, 2008, $14.4 million of deferred losses was included in Accumulated other comprehensive income (loss) related to the interest rate locks, of
which $1.8 million is expected to be reclassified into interest expense over the next twelve months.

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. The gains and losses associated with
the Swaps were recorded within Selling and administrative expenses.

In March 2005, the Company entered into interest rate locks for the forecasted
issuance of $300 million of Senior Notes due 2015. These interest rate locks met the criteria to be accounted for as cash flow hedges of a forecasted transaction. Consequently, the changes in fair value of the interest rate locks were deferred in
Accumulated other comprehensive income (loss) and will be recognized into interest expense over the life of the notes. At December 31, 2008, $7.6 million of deferred losses was included in Accumulated other comprehensive income (loss) related
to the interest rate locks, of which $1.0 million is expected to be reclassified into interest expense over the next twelve months.

Concentration of
Credit Risk

The counterparties to the Companys forward contracts consist of a number of highly rated major international financial institutions.
The Company could be exposed to losses in the event of nonperformance by the counterparties. However, credit ratings and concentration of risk of these financial institutions are monitored on a continuous basis and present no significant credit risk
to the Company.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts receivable, short-term borrowings and accounts payable are a reasonable estimate of their fair value due to the short-term nature of these instruments.

NOTE 14  POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The
Company sponsors several postretirement plans that cover certain eligible employees, including certain Trane employees since the acquisition date. 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.

In 2006, the Company adopted SFAS 158, which required the Company to record the funded status of its postretirement plans on its balance sheet effective
December 31, 2006. The adoption of SFAS 158 for the Companys postretirement plans other than pensions resulted in an increase of total liabilities of $300.4 million and a decrease of total shareholders equity of $135.7 million (net
of tax of $164.7 million).

In 2008, the Company adopted the measurement date provision of SFAS 158 which required the measurement of plan assets and
benefit obligations as of the date of the year-end financial statements.



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The Company recorded a one-time after-tax charge for postretirement benefits of $2.5 million to Retained earnings ($4.7 million pre-tax) as a result of
changing the measurement date from November 30thto December 31st.

As a result of the acquisition of Trane in the second quarter of 2008, the Company assumed unfunded obligations for
retirement benefits other than pensions in the amount of $268.9 million. In connection with the sale of Compact Equipment and the Road Development business unit during 2007, the Company settled its obligation for postretirement benefits for all
current and former employees related to these divestitures. In addition, the Companys U.S. postretirement plan was remeasured as of the sale dates.

The following table details information regarding the Companys postretirement plans at December 31:



|                                                                   |  |      |       |   |      |   |         |  
|------------------------------------------------------------------ |  | ---- | ----- | - | ---- | - | ------- | -
|In millions                                                        |  | 2008 |       |   | 2007 |  
|Change in benefit obligations:                                     |  |      |       |   |      |   |         |  
|Benefit obligation at beginning of year                            |  | $    | 649.8 |   |      | $ | 1,035.2 |  
|Service cost                                                       |  |      | 7.3   |   |      |   | 11.8    |  
|Interest cost                                                      |  |      | 49.7  |   |      |   | 54.2    |  
|Plan participants contributions                                   |  |      | 14.9  |   |      |   | 13.4    |  
|Actuarial (gains) losses                                           |  |      | 16.6  |   |      |   | (1.7    | )
|Benefits paid, net of Medicare Part D subsidy *                    |  |      | (69.9 | ) |      |   | (88.9   | )
|Settlements/curtailments                                           |  |      | -     |   |      |   | (375.8  | )
|Adjustments due to adoption of SFAS 158 measurement date provision |  |      | 3.6   |   |      |   | -       |  
|Acquisition                                                        |  |      | 268.9 |   |      |   | -       |  
|Other                                                              |  |      | 5.3   |   |      |   | 1.6     |  
|Benefit obligations at end of year                                 |  | $    | 946.2 |   |      | $ | 649.8   |  



|* | Amounts are net of Medicare Part D subsidy of $9.5 and $1.9 million in 2008 and 2007, respectively
|- | --------------------------------------------------------------------------------------------------



|                                             |  |   |        |   |  |   |        |  
|-------------------------------------------- |  | - | ------ | - |  | - | ------ | -
|Funded status:                               |  |   |        |   |  |   |        |  
|Plan assets less than benefit obligations    |  | $ | (946.2 | ) |  | $ | (649.8 | )
|                                             |  |  
|Amounts included in the balance sheet:       |  |   |        |   |  |   |        |  
|Accrued compensation and benefits            |  | $ | (70.4  | ) |  | $ | (51.1  | )
|Postemployment and other benefit liabilities |  |   | (875.8 | ) |  |   | (598.7 | )
|Total                                        |  | $ | (946.2 | ) |  | $ | (649.8 | )

The pretax amounts recognized in Accumulated other comprehensive income (loss) were as follows:



|                                                                               |  |                   |      |   |                    |   |        |       |  |   |        |  
|------------------------------------------------------------------------------ |  | ----------------- | ---- | - | ------------------ | - | ------ | ----- |  | - | ------ | -
|In millions                                                                    |  | Priorservicegains |      |   | Netactuariallosses |   |        | Total | 
|Balance at December 31, 2007                                                   |  | $                 | 14.5 |   |                    | $ | (191.4 | )     |  | $ | (176.9 | )
|Current year changes recorded to Accumulated other comprehensive income (loss) |  |                   | -    |   |                    |   | (16.6  | )     |  |   | (16.6  | )
|Amortization reclassified to earnings                                          |  |                   | (3.4 | ) |                    |   | 16.2   |       |  |   | 12.8   |  
|Adjustments due to adoption of SFAS 158 measurement date provisions            |  |                   | (0.3 | ) |                    |   | 1.4    |       |  |   | 1.1    |  
|Other                                                                          |  |                   | -    |   |                    |   | (2.3   | )     |  |   | (2.3   | )
|Balance at December 31, 2008                                                   |  | $                 | 10.8 |   |                    | $ | (192.7 | )     |  | $ | (181.9 | )



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The components of net periodic postretirement benefit (income) cost for the years ended December 31, were as
follows:



|                                                                                                      |  |      |      |   |      |   |        |      |  |   |      |  
|----------------------------------------------------------------------------------------------------- |  | ---- | ---- | - | ---- | - | ------ | ---- |  | - | ---- | -
|In millions                                                                                           |  | 2008 |      |   | 2007 |   |        | 2006 | 
|Service cost                                                                                          |  | $    | 7.3  |   |      | $ | 11.8   |      |  | $ | 11.8 |  
|Interest cost                                                                                         |  |      | 49.7 |   |      |   | 54.2   |      |  |   | 55.0 |  
|Net amortization of prior service gains                                                               |  |      | (3.4 | ) |      |   | (3.8   | )    |  |   | (4.2 | )
|Net amortization of net actuarial losses                                                              |  |      | 16.2 |   |      |   | 15.9   |      |  |   | 16.6 |  
|Net periodic postretirement benefit cost                                                              |  |      | 69.8 |   |      |   | 78.1   |      |  |   | 79.2 |  
|Net curtailment and settlement (gains) losses                                                         |  |      | -    |   |      |   | (265.9 | )    |  |   | -    |  
|Net periodic postretirement benefit (income) cost after net curtailment and settlement (gains) losses |  | $    | 69.8 |   |      | $ | (187.8 | )    |  | $ | 79.2 |  
|                                                                                                      | 
|                                                                                                      | 
|                                                                                                      |  |      |     
|Amounts recorded in continuing operations                                                             |  | $    | 38.4 |   |      | $ | 22.7   |      |  | $ | 25.7 |  
|Amounts recorded in discontinued operations                                                           |  |      | 31.4 |   |      |   | (210.5 | )    |  |   | 53.5 |  
|Total                                                                                                 |  | $    | 69.8 |   |      | $ | (187.8 | )    |  | $ | 79.2 |  

Net periodic postretirement cost for 2008 included $13.2 million related to Trane plans. The curtailment and
settlement gains and losses in 2007 are associated with the divestiture of Compact Equipment and the Road Development business unit. Postretirement cost for 2009 is projected to be $81 million. Amounts expected to be recognized in net periodic
postretirement benefits cost in 2009 for prior service gains and plan net actuarial losses are $3.4 million and $17.0 million, respectively.



|                                                        |  |        |  |        |  |       
|------------------------------------------------------- |  | ------ |  | ------ |  | ------
|Assumptions:                                            |  | 2008   |  | 2007   |  | 2006  
|Weighted-average discount rate assumption to determine: |  |        |  |        |  |       
|Benefit obligations at December 31                      |  | 6.25%  |  | 6.00%  |  | 5.50% 
|Net periodic benefit cost                               |  |        |  |        |  |       
|For the period January 1 to April 30                    |  | 6.00%  |  | 5.50%  |  | 5.50% 
|For the period May 1 to November 30 *                   |  | 6.00%  |  | 5.75%  |  | 5.50% 
|For the period December 1 to December 31                |  | 6.00%  |  | 6.00%  |  | 5.50% 
|Assumed health-care cost trend rates at December 31:    |  |        |  |        |  |       
|Current year medical inflation                          |  | 11.00% |  | 11.00% |  | 11.00%
|Ultimate inflation rate                                 |  | 5.25%  |  | 5.25%  |  | 5.25% 
|Year that the rate reaches the ultimate trend rate      |  | 2015   |  | 2014   |  | 2013  

|* | Trane plans were valued assuming a 6.50% discount rate at the acquisition date.
|- | -------------------------------------------------------------------------------

A 1% change in the medical trend rate assumed for postretirement benefits would have the following effects at December 31, 2008:



|                                                        |  |            |      |            |   |       |  
|------------------------------------------------------- |  | ---------- | ---- | ---------- | - | ----- | -
|In millions                                             |  | 1%Increase |      | 1%Decrease |  
|Effect on total of service and interest cost components |  | $          | 1.8  |            | $ | (1.6  | )
|Effect on postretirement benefit obligation             |  |            | 32.4 |            |   | (26.0 | )



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Benefit payments for postretirement benefits, which are net of expected plan participant contributions and Medicare Part
D subsidy, are expected to be paid as follows:



|            |  |   |      
|----------- |  | - | -----
|In millions |  |  
|2009        |  | $ | 71.1 
|2010        |  |   | 73.4 
|2011        |  |   | 70.9 
|2012        |  |   | 76.7 
|2013        |  |   | 76.1 
|2014 - 2018 |  |   | 378.4

NOTE 15  PENSION PLANS

The Company has noncontributory pension plans covering substantially all non-Trane U.S. employees and maintains a pension plan for non-collectively bargained U.S. employees of Trane, whereby eligible employees may
elect to participate and receive a credit equal to 3% of eligible pay. In addition, the Company maintains a U.S. collectively bargained pension plan for Trane employees. Certain non-U.S. employees in other countries, including Trane employees, are
covered by pension plans.

The Companys pension plans for U.S. non-collectively bargained employees provided benefits on a final average pay formula.
The Companys U.S. collectively bargained pension plans, including those covering employees of Trane, principally provide benefits based on a flat benefit formula. Non-U.S. plans provide benefits based on earnings and years of service. The
Company maintains additional other supplemental benefit plans for officers and other key employees.

In 2006, the Company adopted SFAS 158, which required
the Company to record the funded status of its pension plans on its balance sheet effective December 31, 2006. The adoption of SFAS 158 for the Companys pensions resulted in a decrease of total assets of $476.0 million, total liabilities
of $35.4 million and total shareholders equity of $337.1 million (net of tax of $103.5 million).

In 2008, the Company adopted the measurement date
provision of SFAS 158 which required the measurement of plan assets and benefit obligations as of the date of the year-end financial statements. The Company recorded a one-time after-tax pension charge of $1.2 million to Retained earnings ($1.8
million pre-tax) as a result of changing the measurement date from November 30thto December 31st.

As a result of the acquisition of Trane in the second quarter of 2008, the Company
assumed net obligations of $67.7 million, which consisted of long-term prepaid pension costs of $1.4 million and current and noncurrent pension benefit liabilities of $69.1 million. In connection with the sale of Compact Equipment and the Road
Development business unit during 2007, the Company settled its obligation for pension benefits for all current and former employees related to these divestitures. In addition, certain of the Companys U.S. plans and the U.K. plan were
remeasured as of the sale dates.



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The following table details information regarding the Companys pension plans at December 31:



|                                                                   |  |      |         |   |      |   |         |  
|------------------------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | -
|In millions                                                        |  | 2008 |         |   | 2007 |  
|Change in benefit obligations:                                     |  |      |         |   |      |   |         |  
|Benefit obligation at beginning of year                            |  | $    | 2,572.4 |   |      | $ | 3,175.7 |  
|Service cost                                                       |  |      | 58.5    |   |      |   | 52.0    |  
|Interest cost                                                      |  |      | 182.8   |   |      |   | 164.3   |  
|Employee contributions                                             |  |      | 2.6     |   |      |   | 2.3     |  
|Acquisitions                                                       |  |      | 799.2   |   |      |   | 0.7     |  
|Amendments                                                         |  |      | 12.0    |   |      |   | 3.1     |  
|Actuarial (gains) losses                                           |  |      | (9.6    | ) |      |   | (83.6   | )
|Benefits paid                                                      |  |      | (232.7  | ) |      |   | (202.4  | )
|Currency translation                                               |  |      | (200.7  | ) |      |   | 26.0    |  
|Curtailments and settlements                                       |  |      | (1.1    | ) |      |   | (561.5  | )
|Adjustment due to adoption of SFAS 158 measurement date provisions |  |      | 2.6     |   |      |   | -       |  
|Other, including expenses paid                                     |  |      | 31.3    |   |      |   | (4.2    | )
|Benefit obligation at end of year                                  |  | $    | 3,217.3 |   |      | $ | 2,572.4 |  
|                                                                   |  |     
|Change in plan assets:                                             |  |      |         |   |      |   |         |  
|Fair value at beginning of year                                    |  | $    | 2,500.9 |   |      | $ | 2,957.3 |  
|Actual return on assets                                            |  |      | (523.2  | ) |      |   | 211.1   |  
|Company contributions                                              |  |      | 64.1    |   |      |   | 25.5    |  
|Employee contributions                                             |  |      | 2.6     |   |      |   | 2.3     |  
|Acquisitions                                                       |  |      | 731.5   |   |      |   | -       |  
|Benefits paid                                                      |  |      | (232.7  | ) |      |   | (202.4  | )
|Currency translation                                               |  |      | (165.8  | ) |      |   | 17.6    |  
|Settlements                                                        |  |      | (0.9    | ) |      |   | (506.3  | )
|Adjustment due to adoption of SFAS 158 measurement date provisions |  |      | (42.5   | ) |      |   | -       |  
|Other, including expenses paid                                     |  |      | 29.1    |   |      |   | (4.2    | )
|Fair value of assets end of year                                   |  | $    | 2,363.1 |   |      | $ | 2,500.9 |  
|                                                                   |  |     
|Funded status:                                                     |  |      |         |   |      |   |         |  
|Plan assets less than the benefit obligations                      |  | $    | (854.2  | ) |      | $ | (71.5   | )
|                                                                   |  |     
|Amounts included in the balance sheet:                             |  |      |         |   |      |   |         |  
|Long-term prepaid expenses in other assets                         |  | $    | 0.2     |   |      | $ | 166.9   |  
|Accrued compensation and benefits                                  |  |      | (26.0   | ) |      |   | (24.5   | )
|Post employment and other benefit liabilities                      |  |      | (828.4  | ) |      |   | (213.9  | )
|Net amount recognized                                              |  | $    | (854.2  | ) |      | $ | (71.5   | )



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The pretax amounts recognized in Accumulated other comprehensive income (loss) were as follows:



|                                                                               |  |                         |      |   |                  |   |       |                    |  |   |          |   |  |   |          |  
|------------------------------------------------------------------------------ |  | ----------------------- | ---- | - | ---------------- | - | ----- | ------------------ |  | - | -------- | - |  | - | -------- | -
|In millions                                                                    |  | Nettransitionobligation |      |   | Priorservicecost |   |       | Netactuariallosses |  |   | Total    |  
|December 31, 2007                                                              |  | $                       | (1.0 | ) |                  | $ | (44.5 | )                  |  | $ | (392.7   | ) |  | $ | (438.2   | )
|Current year changes recorded to Accumulated other comprehensive income (loss) |  |                         | -    |   |                  |   | (7.8  | )                  |  |   | (788.0   | ) |  |   | (795.8   | )
|Amortization reclassified to earnings                                          |  |                         | 0.7  |   |                  |   | 8.8   |                    |  |   | 10.3     |   |  |   | 19.8     |  
|Settlements/curtailments reclassified to earnings                              |  |                         | -    |   |                  |   | -     |                    |  |   | (0.1     | ) |  |   | (0.1     | )
|Adjustment due to adoption of SFAS 158 measurement date provisions             |  |                         | -    |   |                  |   | 0.7   |                    |  |   | 0.9      |   |  |   | 1.6      |  
|Currency translation                                                           |  |                         | -    |   |                  |   | 0.1   |                    |  |   | 63.9     |   |  |   | 64.0     |  
|December 31, 2008                                                              |  | $                       | (0.3 | ) |                  | $ | (42.7 | )                  |  | $ | (1,105.7 | ) |  | $ | (1,148.7 | )



|                                    |  |      |   |  |      |  
|----------------------------------- |  | ---- | - |  | ---- | -
|Weighted-average assumptions used:  | 
|Benefit obligations at December 31, |  | 2008 |   |  | 2007 |  
|Discount rate:                      |  |      |   |  |      |  
|U.S. plans                          |  | 6.25 | % |  | 6.25 | %
|Non-U.S. plans                      |  | 6.50 | % |  | 6.00 | %
|Rate of compensation increase:      |  |      |   |  |      |  
|U.S. plans                          |  | 4.00 | % |  | 4.00 | %
|Non-U.S. plans                      |  | 4.50 | % |  | 4.50 | %

The accumulated benefit obligation for all defined benefit pension plans was $3,082.7 million and $2,439.9 million
at December 31, 2008 and 2007, respectively. The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension plans with accumulated benefit obligations more than plan assets were $3,194.8 million,
$3,066.0 million and $2,345.0 million, respectively, as of December 31, 2008, and $955.9 million, $884.1 million and $716.0 million, respectively, as of December 31, 2007.

Pension benefit payments are expected to be paid as follows:



|            |  |   |        
|----------- |  | - | -------
|In millions |  |  
|2009        |  | $ | 214.5  
|2010        |  |   | 242.0  
|2011        |  |   | 207.6  
|2012        |  |   | 218.9  
|2013        |  |   | 229.6  
|2014 - 2018 |  |   | 1,228.0



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The components of the Companys pension related costs for the years ended December 31, include the following:



|                                                                                      |  |      |        |   |      |   |        |      |  |   |        |  
|------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|In millions                                                                           |  | 2008 |        |   | 2007 |   |        | 2006 | 
|Service cost                                                                          |  | $    | 58.5   |   |      | $ | 52.0   |      |  | $ | 54.6   |  
|Interest cost                                                                         |  |      | 182.8  |   |      |   | 164.3  |      |  |   | 161.3  |  
|Expected return on plan assets                                                        |  |      | (230.1 | ) |      |   | (228.7 | )    |  |   | (218.9 | )
|Net amortization of:                                                                  |  |      |        |   |      |   |        |      |  |   |        |  
|Prior service costs                                                                   |  |      | 8.8    |   |      |   | 9.2    |      |  |   | 9.4    |  
|Transition amount                                                                     |  |      | 0.7    |   |      |   | 0.9    |      |  |   | 0.9    |  
|Plan net actuarial losses                                                             |  |      | 10.3   |   |      |   | 13.8   |      |  |   | 25.4   |  
|Net periodic pension benefit cost                                                     |  |      | 31.0   |   |      |   | 11.5   |      |  |   | 32.7   |  
|Net curtailment and settlement (gains) losses                                         |  |      | 2.3    |   |      |   | 63.5   |      |  |   | -      |  
|Net periodic pension benefit cost after net curtailment and settlement (gains) losses |  | $    | 33.3   |   |      | $ | 75.0   |      |  | $ | 32.7   |  
|                                                                                      | 
|                                                                                      |  |      |       
|Amounts recorded in continuing operations                                             |  | $    | 44.8   |   |      | $ | 20.6   |      |  | $ | 38.3   |  
|Amounts recorded in discontinued operations                                           |  |      | (11.5  | ) |      |   | 54.4   |      |  |   | (5.6   | )
|Total                                                                                 |  | $    | 33.3   |   |      | $ | 75.0   |      |  | $ | 32.7   |  

Net periodic pension cost for 2008 included $7.3 million related to Trane plans. The curtailment and settlement
losses in 2008 are associated with lump sum distributions under supplemental benefit plans for officers and other key employees. The curtailment and settlement gains and losses in 2007 are associated with the divestiture of Compact Equipment and the
Road Development business unit. Pension expense for 2009 is projected to be approximately $160 million, utilizing the assumptions for calculating the pension benefit obligations at the end of 2008. The amounts expected to be recognized in net
periodic pension cost during the year ended 2009 for the net transition obligation, prior service cost and plan net actuarial losses are $0.3 million, $8.4 million and $57.2 million, respectively.

Weighted-average assumptions used:



|                                                          |  |      |   |  |      |   |  |      |  
|--------------------------------------------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|Net periodic pension cost for the year ended
December 31, |  | 2008 |   |  | 2007 |   |  | 2006 |  
|Discount rate:                                            |  |      |   |  |      |   |  |      |  
|U.S. plans                                                |  |      |   |  |      |   |  |      |  
|For the period January 1 to April 30                      |  | 6.25 | % |  | 5.50 | % |  | 5.50 | %
|For the period May 1 to November 30 *                     |  | 6.25 | % |  | 5.75 | % |  | 5.50 | %
|For the period December 1 to December 31                  |  | 6.25 | % |  | 6.25 | % |  | 5.50 | %
|Non-U.S. plans                                            |  |      |   |  |      |   |  |      |  
|For the period January 1 to April 30                      |  | 6.00 | % |  | 5.00 | % |  | 5.00 | %
|For the period May 1 to November 30 *                     |  | 6.00 | % |  | 5.50 | % |  | 5.00 | %
|For the period December 1 to December 31                  |  | 6.00 | % |  | 6.00 | % |  | 5.00 | %
|Rate of compensation increase:                            |  |      |   |  |      |   |  |      |  
|U.S. plans                                                |  | 4.00 | % |  | 4.00 | % |  | 4.00 | %
|Non-U.S. plans                                            |  |      |   |  |      |   |  |      |  
|For the period January 1 to April 30                      |  | 4.50 | % |  | 4.25 | % |  | 4.00 | %
|For the period May 1 to November 30 *                     |  | 4.50 | % |  | 4.35 | % |  | 4.00 | %
|For the period December 1 to December 31                  |  | 4.50 | % |  | 4.50 | % |  | 4.00 | %
|Expected return on plan assets:                           |  |      |   |  |      |   |  |      |  
|U.S. plans                                                |  | 8.50 | % |  | 8.50 | % |  | 8.50 | %
|Non-U.S. plans                                            |  | 7.25 | % |  | 7.25 | % |  | 7.25 | %

* Trane plans were valued at acquisition date assuming 6.75% for the discount rate, 4.00% for the rate of
compensation increase and 8.25% for the expected return on plan assets



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The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested
or to be invested to provide for the benefits included in the projected benefit obligation. The expected long-term rate of return on plan assets is based on what is achievable given the plans investment policy and the types of assets held. The
expected long-term rate of return is determined as of the measurement date. The Company reviews each plan and its historical returns and asset allocations to determine the appropriate expected long-term rate of return on plan assets to be used.

The Companys investment objectives in managing its defined benefit plan assets are to ensure that present and future benefit obligations to all
participants and beneficiaries are met as they become due; to provide a total return that, over the long term, minimizes required company contributions, at the appropriate levels of risk; and to meet any statutory requirements, laws and local
regulatory agencies requirements. Key investment management decisions reviewed regularly are asset allocations, investment manager performance, investment advisors and trustees or custodians. Asset/liability modeling (ALM) studies are used as
the basis for global asset allocation decisions and are updated as required.

Based on ALM studies, the Company continues to adjust its target strategic
global asset allocations for its plans to be approximately 40% in equity securities and 60% in debt securities, real estate and cash. Asset allocations are reviewed at least quarterly and appropriate adjustments are made. Trane pension assets have
been included in our reviews since acquisition and will be included in our target strategic asset allocation. Tranes historic target strategic allocation had a higher percentage invested in equity securities.

The Companys pension plans weighted-average asset allocations at December 31, 2008 and 2007, by asset category are as follows:



|                       |  |         |   |  |            |   |  |            |   |  |            |  
|---------------------- |  | ------- | - |  | ---------- | - |  | ---------- | - |  | ---------- | -
|                       |  | 2008    |   |  | 2007       |  
|Asset category         |  | IRPlans |   |  | TranePlans |   |  | TotalPlans |   |  | TotalPlans |  
|Equity securities      |  | 37.5    | % |  | 52.5       | % |  | 41.0       | % |  | 54.0       | %
|Debt securities        |  | 54.6    | % |  | 43.3       | % |  | 52.0       | % |  | 38.4       | %
|Real estate            |  | 0.8     | % |  | 2.6        | % |  | 1.2        | % |  | 0.4        | %
|Other (including cash) |  | 7.1     | % |  | 1.6        | % |  | 5.8        | % |  | 7.2        | %
|Total                  |  | 100.0   | % |  | 100.0      | % |  | 100.0      | % |  | 100.0      | %

The Company made contributions to its pension plans of $64.1 million in 2008, $25.5 million in 2007, and $31.6
million in 2006. The Company currently projects that it will be required to contribute approximately $105 million to its plans worldwide in 2009. The Companys policy allows it to fund an amount, which could be in excess of or less than the
pension cost expensed, subject to the limitations imposed by current tax regulations. The Company anticipates funding the plans in 2009 in accordance with contributions required by funding regulations or the laws of each jurisdiction.

Most of the Companys U.S. employees are covered by savings and other defined contribution plans. Employer contributions are determined based on criteria specific
to the individual plans and amounted to approximately $78.8 million (including $43.5 million for Trane plans), $47.8 million and $48.6 million in 2008, 2007 and 2006, respectively. The Companys contributions relating to non-U.S. defined
contribution plans and other non-U.S. benefit plans were $16.3 million (including $3.8 million for Trane plans), $11.4 million and $8.8 million in 2008, 2007 and 2006, respectively.



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NOTE 16  SHAREHOLDERS EQUITY

Common Stock

At December 31, 2008, a reconciliation of Class A Common shares is as follows:



|                                    |  |      
|----------------------------------- |  | -----
|In millions                         |  | Total
|December 31, 2007                   |  | 272.6
|Shares issued under incentive plans |  | 0.8  
|Merger consideration (See Note 3)   |  | 45.4 
|December 31, 2008                   |  | 318.8

The increase from 2007 was a result of the issuance of 45.4 million IR-Limited Class A common shares to
fund the equity portion of the consideration paid for the Trane acquisition.

During 2007, the Company repurchased 39.7 million Class A common
shares at a cost of $1,999.9 million under the existing $4 billion share repurchase program. The program was originally authorized by the Board of Directors in December 2006 and expanded in May 2007. During 2006, the Company repurchased
27.7 million Class A common shares at a cost of $1,096.3 million, which completed the Companys share repurchases under the $2 billion program that was authorized by the Board of Directors in August 2004 and expanded in August 2005.

Effective December 31, 2001, IR-Limited became the successor to IR-New Jersey, following the reorganization. The reorganization was accomplished
through a merger of a newly formed merger subsidiary into IR-New Jersey. Upon consummation of the merger, the shares of IR-New Jersey common stock automatically became IR-Limited Class A common shares. As part of the reorganization, IR-New
Jersey and certain of its subsidiaries, immediately prior to the merger, transferred shares of certain IR-New Jersey subsidiaries and issued certain debt in exchange for which IR-Limited issued 270,500,006 Class B common shares. The Class B common
shares are non-voting and pay comparable dividends to the Class A common shares. The authorized share capital of IR-Limited is $1,175,010,000, consisting of (1) 1,175,000,000 common shares, par value $1.00 per share, which common shares
consist of (a) 600,000,000 Class A common shares and (b) 575,000,000 Class B common shares, and (2) 10,000,000 preference shares, par value $0.001 per share. Class A common shares (and associated preference share purchase
rights) were issued to holders of IR-New Jersey common stock in the merger. No preference shares were outstanding at December 31, 2008 or 2007. As the Class B common shares are owned by consolidated subsidiaries, the cost basis of the shares
are eliminated in consolidation.

Accumulated Other Comprehensive (Loss) Income

The components of Accumulated other comprehensive income (loss) are as follows:



|                                                                              |  |      |        |   |      |   |        |  
|----------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|In millions                                                                   |  | 2008 |        |   | 2007 |  
|Foreign currency translation adjustment                                       |  | $    | 437.0  |   |      | $ | 675.8  |  
|Change in fair value of derivatives qualifying as cash flow hedges,net of tax |  |      | (2.4   | ) |      |   | (12.3  | )
|Unrealized loss on marketable securities, net of tax                          |  |      | (10.1  | ) |      |   | (3.7   | )
|Pension and postretirement obligation adjustments, net of tax                 |  |      | (875.3 | ) |      |   | (413.3 | )
|Accumulated other comprehensive income (loss)                                 |  | $    | (450.8 | ) |      | $ | 246.5  |  

NOTE 17  SHARE-BASED COMPENSATION

The Company records share-based compensation under the provisions of SFAS No. 123 (revised 2004), Share-Based Payment, which requires companies to measure all employee share-based compensation



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##### Table of Contents

awards using a fair value method and recognize compensation expense for an amount equal to the fair value of the share-based payment issued in its
consolidated financial statements.

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 8.8 million remains available as of December 31, 2008 for future incentive awards.
The plan replaces the Incentive Stock Plan of 1998, which terminated in May 2007.

Stock Options

The average fair value of the stock options granted for the year ended December 31, 2008 and 2007 was estimated to be $11.56 per share and $11.06 per share,
respectively, using the Black-Scholes option-pricing model. The following assumptions were used:



|                         |  |            |   |  |            |  
|------------------------ |  | ---------- | - |  | ---------- | -
|                         |  | 2008       |   |  | 2007       |  
|Dividend yield           |  | 1.58       | % |  | 1.75       | %
|Volatility               |  | 31.48      | % |  | 26.10      | %
|Risk-free rate of return |  | 2.95       | % |  | 4.71       | %
|Expected life            |  | 5.36 years |   |  | 4.70 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 options outstanding under the plans for the years 2006, 2007 and 2008 are as follows:



|                                       |  |                        |   |  |                                |       |                                    |   |                                |  |    
|-------------------------------------- |  | ---------------------- | - |  | ------------------------------ | ----- | ---------------------------------- | - | ------------------------------ |  | ---
|                                       |  | Sharessubjectto option |   |  | Weighted-averageexercise price |       | Aggregateintrinsicvalue (millions) |   | Weighted-averageremaining life
|December 31, 2005                      |  | 19,882,476             |   |  |                                | 29.26 |                                    |   |                                |  |    
|Granted                                |  | 3,305,190              |   |  |                                | 39.33 |                                    |   |                                |  |    
|Exercised                              |  | (3,707,839             | ) |  |                                | 25.77 |                                    |   |                                |  |    
|Cancelled                              |  | (314,885               | ) |  |                                | 38.82 |                                    |   |                                |  |    
|December 31, 2006                      |  | 19,164,942             |   |  |                                | 31.54 |                                    |   |                                |  |    
|Granted                                |  | 3,528,225              |   |  |                                | 43.77 |                                    |   |                                |  |    
|Exercised                              |  | (5,386,093             | ) |  |                                | 29.70 |                                    |   |                                |  |    
|Cancelled                              |  | (882,183               | ) |  |                                | 41.16 |                                    |   |                                |  |    
|December 31, 2007                      |  | 16,424,891             |   |  |                                | 34.25 |                                    |   |                                |  |    
|Granted                                |  | 5,088,599              |   |  |                                | 40.48 |                                    |   |                                |  |    
|Trane options exchanged for IR options |  | 7,408,134              |   |  |                                | 18.50 |                                    |   |                                |  |    
|Exercised                              |  | (685,508               | ) |  |                                | 26.56 |                                    |   |                                |  |    
|Cancelled                              |  | (1,020,889             | ) |  |                                | 39.84 |                                    |   |                                |  |    
|Outstanding December 31, 2008          |  | 27,215,227             |   |  | $                              | 31.11 |                                    | $ | 26.6                           |  | 5.4
|                                      
|                                      
|Exercisable December 31, 2008          |  | 20,042,438             |   |  | $                              | 27.52 |                                    | $ | 26.6                           |  | 4.3



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As part of the acquisition of Trane, 7.4 million Trane options were converted at the option of the holders into
options to acquire shares of IR-Limited Class A common shares based on the option exchange ratio set forth in the merger agreement.

The following
table summarizes information concerning currently outstanding and exercisable options:



|                       |  |                                      |  |                               |       |                               |            |                                      |     |                               |   |                               |  |            |  |     |  |   |      
|---------------------- |  | ------------------------------------ |  | ----------------------------- | ----- | ----------------------------- | ---------- | ------------------------------------ | --- | ----------------------------- | - | ----------------------------- |  | ---------- |  | --- |  | - | -----
|                       |  | Options outstanding                  |  | Options exercisable          
|Range ofexercise price |  | Numberoutstanding atDecember 31,2008 |  | Weighted-averageremaininglife |       | Weighted-averageexerciseprice |            | Numberexercisable atDecember 31,2008 |     | Weighted-averageremaininglife |   | Weighted-averageexerciseprice
|$        -             |  | -                                    |  | $                             | 10.00 |                               | 234,436    |                                      | 1.1 |                               | $ | 7.64                          |  | 234,436    |  | 1.1 |  | $ | 7.64 
|10.01                  |  | -                                    |  |                               | 20.00 |                               | 4,818,984  |                                      | 3.3 |                               |   | 12.89                         |  | 4,807,984  |  | 3.2 |  |   | 12.88
|20.01                  |  | -                                    |  |                               | 30.00 |                               | 5,199,629  |                                      | 3.5 |                               |   | 23.62                         |  | 5,196,629  |  | 3.5 |  |   | 23.62
|30.01                  |  | -                                    |  |                               | 40.00 |                               | 12,459,630 |                                      | 6.1 |                               |   | 37.23                         |  | 8,668,156  |  | 5.0 |  |   | 36.44
|40.01                  |  | -                                    |  |                               | 50.00 |                               | 4,337,882  |                                      | 8.1 |                               |   | 43.20                         |  | 1,094,236  |  | 7.1 |  |   | 42.97
|50.01                  |  | -                                    |  |                               | 60.00 |                               | 164,666    |                                      | 7.9 |                               |   | 52.50                         |  | 40,997     |  | 7.2 |  |   | 53.39
|$    3.25              |  | -                                    |  | $                             | 55.22 |                               | 27,215,227 |                                      | 5.4 |                               | $ | 31.11                         |  | 20,042,438 |  | 4.3 |  | $ | 27.52

At December 31, 2008, there was $38.2 million of total unrecognized compensation cost from stock option
arrangements granted under the plan, which is related to unvested shares of non-retirement eligible employees. This compensation will be recognized over the required service period, which is generally the three-year vesting period. The aggregate
intrinsic value of options exercised during the year ended December 31, 2008 and 2007 was $9.2 million and $103.4 million, respectively.

Generally,
stock options vest ratably over a three-year period from their date of grant and expire at the end of ten years.



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SARs

SARs generally
vest ratably over a three-year period from the date of grant and expire at the end of ten years. Effective August 2, 2006, all exercised SARs are settled with the Companys Class A common shares. Previously exercised SARs were paid in
cash. The following table summarizes the information for currently outstanding SARs:



|                              |  |                          |   |  |                                |       |                                    |   |                                |  |    
|----------------------------- |  | ------------------------ | - |  | ------------------------------ | ----- | ---------------------------------- | - | ------------------------------ |  | ---
|                              |  | Sharessubjectto exercise |   |  | Weighted-averageexercise price |       | Aggregateintrinsicvalue (millions) |   | Weighted-averageremaining life
|December 31, 2005             |  | 1,769,134                |   |  | $                              | 30.05 |                                    |   |                                |  |    
|Granted                       |  | 395,020                  |   |  |                                | 39.12 |                                    |   |                                |  |    
|Exercised                     |  | (327,717                 | ) |  |                                | 24.49 |                                    |   |                                |  |    
|Cancelled                     |  | (142,683                 | ) |  |                                | 32.18 |                                    |   |                                |  |    
|December 31, 2006             |  | 1,693,754                |   |  |                                | 33.11 |                                    |   |                                |  |    
|Granted                       |  | -                        |   |  |                                | -     |                                    |   |                                |  |    
|Exercised                     |  | (476,400                 | ) |  |                                | 30.31 |                                    |   |                                |  |    
|Cancelled                     |  | (47,377                  | ) |  |                                | 34.72 |                                    |   |                                |  |    
|December 31, 2007             |  | 1,169,977                |   |  |                                | 33.99 |                                    |   |                                |  |    
|Granted                       |  | -                        |   |  |                                | -     |                                    |   |                                |  |    
|Exercised                     |  | (40,636                  | ) |  |                                | 27.98 |                                    |   |                                |  |    
|Cancelled                     |  | (55,869                  | ) |  |                                | 37.85 |                                    |   |                                |  |    
|Outstanding December 31, 2008 |  | 1,073,472                |   |  | $                              | 34.02 |                                    | $ | -                              |  | 4.3
|                             
|                             
|Exercisable December 31, 2008 |  | 990,222                  |   |  | $                              | 33.56 |                                    | $ | -                              |  | 4.2

Note: The Company did not grant SARS during 2007 and 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. For performance year 2006 the award was paid in cash.

On April 17, 2007, and effective beginning in
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 whose shares 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

For fiscal years ended December 31, 2008 and before, the Company allowed 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.



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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, 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 number of common share equivalents credited to participants accounts at December 31, 2008 is 152,952.

The Company has issued stock grants as an incentive plan for certain key employees, with varying vesting periods. At December 31, 2008, there were 276,701 stock
grants outstanding, all of which were vested. Effective August 2, 2006, all stock grants are settled with the Companys Class A common shares rather than cash.

Compensation Expense

Share-based compensation expense is included in Selling and administrative expenses. The
following table summarizes the expenses recognized:



|                                            |  |      |      |   |      |   |      |  |   |      |  
|------------------------------------------- |  | ---- | ---- | - | ---- | - | ---- |  | - | ---- | -
|In millions                                 |  | 2008 |      |   | 2007 |   | 2006 | 
|Stock options                               |  | $    | 39.5 |   |      | $ | 21.4 |  | $ | 13.6 |  
|SARs                                        |  |      | (0.1 | ) |      |   | 1.0  |  |   | 4.6  |  
|Performance shares                          |  |      | 2.1  |   |      |   | 11.3 |  |   | 10.4 |  
|Deferred compensation                       |  |      | 2.1  |   |      |   | 1.8  |  |   | (0.6 | )
|Other                                       |  |      | 1.6  |   |      |   | -    |  |   | -    |  
|Pre-tax expense                             |  |      | 45.2 |   |      |   | 35.5 |  |   | 28.0 |  
|Tax benefit                                 |  |      | 17.3 |   |      |   | 13.6 |  |   | 10.7 |  
|After tax expense                           |  | $    | 27.9 |   |      | $ | 21.9 |  | $ | 17.3 |  
|                                            | 
|                                            | 
|                                            |  |      |     
|Amounts recorded in continuing operations   |  | $    | 27.9 |   |      | $ | 21.9 |  | $ | 17.3 |  
|Amounts recorded in discontinued operations |  |      | -    |   |      |   | 3.9  |  |   | 2.8  |  
|Total                                       |  | $    | 27.9 |   |      | $ | 25.8 |  | $ | 20.1 |  

Compensation expense was recognized during the year ended December 31, 2006, for all share-based option
awards granted since January 1, 2006, based on the grant date fair value in accordance with the provisions of SFAS 123(R). The Company recorded additional stock-option expense of $13.6 million in 2006 associated with the adoption of SFAS
123(R).

NOTE 18  OTHER, NET

At
December 31, the components of Other, net were as follows:



|                                 |  |      |       |   |      |   |       |      |  |   |       |  
|-------------------------------- |  | ---- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | -
|In millions                      |  | 2008 |       |   | 2007 |   |       | 2006 | 
|Interest income                  |  | $    | 95.6  |   |      | $ | 36.2  |      |  | $ | 15.9  |  
|Exchange gain (loss)             |  |      | (41.9 | ) |      |   | (2.8  | )    |  |   | (21.3 | )
|Minority interests               |  |      | (20.0 | ) |      |   | (14.3 | )    |  |   | (14.9 | )
|Earnings from equity investments |  |      | 3.4   |   |      |   | 1.0   |      |  |   | (0.1  | )
|Other                            |  |      | 6.1   |   |      |   | (4.2  | )    |  |   | 13.1  |  
|Other, net                       |  | $    | 43.2  |   |      | $ | 15.9  |      |  | $ | (7.3  | )



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NOTE 19  INCOME TAXES

Earnings (loss) before income taxes for the years ended December 31 were taxed within the following jurisdictions:



|              |  |      |          |   |      |   |         |      |  |   |      
|------------- |  | ---- | -------- | - | ---- | - | ------- | ---- |  | - | -----
|In millions   |  | 2008 |          |   | 2007 |   |         | 2006
|United States |  | $    | (3,519.6 | ) |      | $ | (140.4  | )    |  | $ | 35.2 
|Non-U.S.      |  |      | 743.6    |   |      |   | 1,077.9 |      |  |   | 822.4
|Total         |  | $    | (2,776.0 | ) |      | $ | 937.5   |      |  | $ | 857.6

Provision (benefit) for income taxes by jurisdiction for the years ended December 31 was as follows:



|              |  |      |        |   |      |   |       |  |   |       |  
|------------- |  | ---- | ------ | - | ---- | - | ----- |  | - | ----- | -
|In millions   |  | 2008 |        |   | 2007 |   | 2006  | 
|United States |  | $    | (281.2 | ) |      | $ | 52.8  |  | $ | (32.7 | )
|Non-U.S.      |  |      | 72.6   |   |      |   | 151.6 |  |   | 125.3 |  
|Total         |  | $    | (208.6 | ) |      | $ | 204.4 |  | $ | 92.6  |  

The components of Provision (benefit) for income taxes for the years ended December 31 were as follows:



|                                           |  |      |        |   |      |   |       |  |   |     
|------------------------------------------ |  | ---- | ------ | - | ---- | - | ----- |  | - | ----
|In millions                                |  | 2008 |        |   | 2007 |   | 2006 
|Current tax expense                        |  | $    | 125.4  |   |      | $ | 57.8  |  | $ | 64.8
|Deferred tax expense (benefit)             |  |      | (334.0 | ) |      |   | 146.6 |  |   | 27.8
|Total provision (benefit) for income taxes |  | $    | (208.6 | ) |      | $ | 204.4 |  | $ | 92.6

The Provision (benefit) for income taxes differs from the amount of income taxes determined by applying the
applicable U.S. statutory income tax rate to pretax income, as a result of the following differences:



|                                                          |  |                          |   |  |       |   |  |       |  
|--------------------------------------------------------- |  | ------------------------ | - |  | ----- | - |  | ----- | -
|                                                          |  | Percent of pretax income |  
|                                                          |  | 2008                     |   |  | 2007  |   |  | 2006  |  
|Statutory U.S. rate                                       |  | 35.0                     | % |  | 35.0  | % |  | 35.0  | %
|Increase (decrease) in rates resulting from:              |  |                          |   |  |       |   |  |       |  
|Non-U.S. operations                                       |  | 9.4                      |   |  | (21.0 | ) |  | (28.2 | )
|Manufacturing exemption/ETI/FSC                           |  | 0.1                      |   |  | (0.9  | ) |  | (0.5  | )
|State and local income taxes, net of U.S. tax             |  | (0.3                     | ) |  | (0.1  | ) |  | (0.5  | )
|Non-deductible impairment charge                          |  | (35.1                    | ) |  | -     |   |  | -     |  
|Tax reserves (including uncertain tax position reserves)* |  | (2.5                     | ) |  | 8.0   |   |  | 4.8   |  
|Other adjustments                                         |  | 0.9                      |   |  | 0.8   |   |  | 0.2   |  
|Effective tax rate                                        |  | 7.5                      | % |  | 21.8  | % |  | 10.8  | %

Tax incentives, in the form of tax holidays, have been granted in certain jurisdictions to encourage industrial
development. The expiration of these tax holidays varies by country. The most significant tax holiday relates to the Companys qualifying locations in Ireland, which were granted a 10% tax rate through 2010. The benefit for the tax holidays for
the year ended December 31, 2008 and 2007 was $4.1 million and $4.9 million, respectively.



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At December 31, a summary of the deferred tax accounts were as follows:



|                                                |  |      |          |   |      |   |         |  
|----------------------------------------------- |  | ---- | -------- | - | ---- | - | ------- | -
|In millions                                     |  | 2008 |          |   | 2007 |  
|Deferred tax assets:                            |  |      |          |   |      |   |         |  
|Inventory and accounts receivable               |  | $    | 29.3     |   |      | $ | 24.0    |  
|Fixed assets and intangibles                    |  |      | 23.5     |   |      |   | 11.4    |  
|Postemployment and other benefit liabilities    |  |      | 833.8    |   |      |   | 468.5   |  
|Product liability                               |  |      | 324.8    |   |      |   | 199.3   |  
|Other reserves and accruals                     |  |      | 198.4    |   |      |   | 135.6   |  
|Net operating losses and credit carryforwards   |  |      | 750.2    |   |      |   | 445.7   |  
|Other                                           |  |      | 248.8    |   |      |   | 46.6    |  
|Gross deferred tax assets                       |  |      | 2,408.8  |   |      |   | 1,331.1 |  
|Less: deferred tax valuation allowances         |  |      | (247.8   | ) |      |   | (207.4  | )
|Deferred tax assets net of valuation allowances |  | $    | 2,161.0  |   |      | $ | 1,123.7 |  
|Deferred tax liabilities:                       |  |      |          |   |      |   |         |  
|Inventory and accounts receivable               |  | $    | (60.0    | ) |      | $ | (11.6   | )
|Fixed assets and intangibles                    |  |      | (2,368.4 | ) |      |   | (511.4  | )
|Postemployment and other benefit liabilities    |  |      | (7.5     | ) |      |   | (39.0   | )
|Other reserves and accruals                     |  |      | (5.8     | ) |      |   | (11.7   | )
|Other                                           |  |      | (77.5    | ) |      |   | (8.3    | )
|Gross deferred tax liability                    |  |      | (2,519.2 | ) |      |   | (582.0  | )
|                                                |  |     
|Net deferred tax assets (liabilities)           |  | $    | (358.2   | ) |      | $ | 541.7   |  

The increase in the valuation allowance of $40.4 million was recorded for U.S. federal tax credit carryforwards,
U.S. state net operating loss carryforwards, non-U.S net operating loss and credit carryforwards and other non-US deferred tax assets.

At
December 31, 2008, no deferred taxes have been provided for any portion of the $5.7 billion of undistributed earnings of the Companys subsidiaries, since these earnings have been, and under current plans will continue to be, permanently
reinvested in these subsidiaries, and it is not practicable to estimate the amount of additional taxes which may be payable upon distribution.

At
December 31, 2008, the Company had the following operating loss and tax credit carryforwards available to offset taxable income in prior and future years:



|                                              |  |        |         |                   |               
|--------------------------------------------- |  | ------ | ------- | ----------------- | --------------
|In millions                                   |  | Amount |         | Expiration Period
|U.S. Federal net operating loss carryforwards |  | $      | 1,137.7 |                   | 2009-2028     
|U.S. Federal credit carryforwards             |  |        | 166.8   |                   | 2011-2028     
|U.S. State net operating loss carryforwards   |  |        | 2,679.0 |                   | 2009-2028     
|Non-U.S. net operating loss carryforwards     |  |        | 932.6   |                   | 2009-Unlimited
|Non-U.S. credit carryforwards                 |  |        | 12.1    |                   | Unlimited     

The U.S. state net operating loss carryforwards were incurred in various jurisdictions. The non-U.S. net operating
loss carryforwards were incurred in various jurisdictions, predominately in Brazil, Germany, Hong Kong, Netherlands, Spain, Switzerland and the United Kingdom.

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



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recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax
return. Additionally, FIN 48 provides guidance on the recognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. As a result of adopting FIN 48, the company recorded additional liabilities to
its previously established reserves, and a corresponding decrease in retained earnings of $145.6 million.

The Company has total unrecognized tax benefits
of $589.6 million and $379.8 million as of December 31, 2008, and December 31, 2007, respectively. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate are $490.6 million as of December 31,
2008. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:



|                                                             |  |      |       |   |      |   |        |  
|------------------------------------------------------------ |  | ---- | ----- | - | ---- | - | ------ | -
|In millions                                                  |  | 2008 |       |   | 2007 |  
|Balance at December 31, 2007                                 |  | $    | 379.8 |   |      | $ | 457.0  |  
|Additions based on tax positions related to the current year |  |      | 28.8  |   |      |   | 22.5   |  
|Additions based on tax positions related to acquisitions     |  |      | 190.4 |   |      |   | -      |  
|Additions based on tax positions related to prior years      |  |      | 60.7  |   |      |   | 75.5   |  
|Reductions based on tax positions related to prior years     |  |      | (65.0 | ) |      |   | (33.6  | )
|Reductions related to settlements with tax authorities       |  |      | (1.3  | ) |      |   | (141.0 | )
|Reductions related to lapses of statute of limitations       |  |      | (3.8  | ) |      |   | (0.6   | )
|Balance at December 31, 2008                                 |  | $    | 589.6 |   |      | $ | 379.8  |  

In connection with Tranes spin-off of WABCO, Trane and WABCO entered into a tax sharing agreement for the
allocation of pre spin-off taxes. Of the total unrecognized tax benefit of $588.9 million at December 31, 2008, WABCO has agreed to indemnify Trane for $43.3 million, which is reflected in an other long term receivable account.

The Company records interest and penalties associated with the uncertain tax positions within its Provision for income taxes. The Company had reserves associated with
interest and penalties, net of tax, of $91.3 million and $93.1 million at December 31, 2008, and December 31, 2007, respectively. For the year ended December 31, 2008 and December 31, 2007, the Company recognized $12.7 million
and $8.0 million, respectively, in interest and penalties net of tax related to these uncertain tax positions.

It is reasonably possible that the total
amount of unrecognized tax benefits could change within 12 months as a result of settlements of ongoing tax examinations resulting in a decrease of approximately $68.3 million in the unrecognized tax benefits.

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



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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 principal proposed adjustment relates to the disallowance of certain capital losses. The Company disputes the IRS position and protests have been filed with the IRS Appeals
Division. In order to reduce the potential interest expense 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. Similarly, during the third quarter of 2008, the Company made an additional payment of $55.1 million related to a potential penalty assessment plus accrued interest on this matter. The Company continues negotiating with the IRS on the
ultimate settlement of this matter. 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. The Company has and intends to continue 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.



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NOTE 20  DIVESTITURES AND DISCONTINUED OPERATIONS

The components of discontinued operations for the years ended December 31 are as follows:



|                                        |  |      |       |   |      |   |          |      |  |   |         |  
|--------------------------------------- |  | ---- | ----- | - | ---- | - | -------- | ---- |  | - | ------- | -
|In millions                             |  | 2008 |       |   | 2007 |   |          | 2006 | 
|Revenues                                |  | $    | 15.3  |   |      | $ | 2,957.8  |      |  | $ | 3,375.7 |  
|                                        | 
|                                        | 
|                                        |  |      |      
|Pre-tax earnings (loss) from operations |  |      | (50.3 | ) |      |   | (82.5    | )    |  |   | 376.6   |  
|Pre-tax gain (loss) on sale             |  |      | (5.2  | ) |      |   | 4,382.6  |      |  |   | 1.1     |  
|Tax benefit (expense)                   |  |      | (1.9  | ) |      |   | (1,066.5 | )    |  |   | (110.2  | )
|Discontinued operations, net            |  | $    | (57.4 | ) |      | $ | 3,233.6  |      |  | $ | 267.5   |  

Pre-tax loss from operations in 2007 includes a non-cash charge of $449.0 million related to the Companys
liability for all pending and estimated future asbestos claims through 2053 as discussed below in Other Discontinued Operations.

Discontinued
operations by business for the years ended December 31 are as follows:



|                                          |  |      |       |   |      |   |         |      |  |   |       |  
|----------------------------------------- |  | ---- | ----- | - | ---- | - | ------- | ---- |  | - | ----- | -
|In millions                               |  | 2008 |       |   | 2007 |   |         | 2006 | 
|Compact Equipment, net of tax             |  | $    | (11.7 | ) |      | $ | 2,927.1 |      |  | $ | 240.4 |  
|Road Development, net of tax              |  |      | (29.8 | ) |      |   | 672.5   |      |  |   | 62.9  |  
|Other discontinued operations, net of tax |  |      | (15.9 | ) |      |   | (366.0  | )    |  |   | (35.8 | )
|Total discontinued operations, net of tax |  | $    | (57.4 | ) |      | $ | 3,233.6 |      |  | $ | 267.5 |  

Compact Equipment Divestiture

On July 29, 2007, the Company agreed to sell its Bobcat, Utility Equipment and Attachments businesses (collectively, Compact Equipment) to Doosan Infracore for gross proceeds of approximately $4.9 billion,
subject to post-closing purchase price adjustments. The sale was completed on November 30, 2007. We are currently in the process of resolving the final purchase price adjustments with Doosan Infracore.

Compact Equipment manufactured and sold 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 and has classified the assets and liabilities as held for sale
for all periods presented in accordance with Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144).

Net revenues and after-tax earnings of Compact Equipment for the years ended December 31 were as follows:



|                                          |  |      |       |   |      |   |         |  |   |        
|----------------------------------------- |  | ---- | ----- | - | ---- | - | ------- |  | - | -------
|In millions                               |  | 2008 |       |   | 2007 |   | 2006   
|Net revenues                              |  | $    | 15.3  |   |      | $ | 2,705.9 |  | $ | 2,648.4
|                                         
|                                         
|After-tax earnings (loss) from operations |  | $    | (0.6  | ) |      | $ | 275.1   |  | $ | 240.4  
|Gain (loss) on sale, net of tax           |  |      | (11.1 | ) |      |   | 2,652.0 |  |   | -      
|Total discontinued operations, net of tax |  | $    | (11.7 | ) |      | $ | 2,927.1 |  | $ | 240.4  

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.



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The Road Development business unit manufactured and sold asphalt paving equipment, compaction equipment, milling machines
and construction-related material handling equipment. The Company has accounted for the Road Development business unit as discontinued operations and has classified the assets and liabilities sold to AB Volvo as held for sale for all periods
presented in accordance with SFAS 144.

Net revenues and after-tax earnings of the Road Development business unit for the years ended December 31 were
as follows:



|                                          |  |      |       |   |      |   |       |  |   |      
|----------------------------------------- |  | ---- | ----- | - | ---- | - | ----- |  | - | -----
|In millions                               |  | 2008 |       |   | 2007 |   | 2006 
|Net revenues                              |  | $    | -     |   |      | $ | 251.9 |  | $ | 727.3
|                                         
|                                         
|                                          |  |      |      
|After-tax earnings from operations        |  | $    | (0.4  | ) |      | $ | 37.8  |  | $ | 62.9 
|Gain on sale, net of tax                  |  |      | (29.4 | ) |      |   | 634.7 |  |   | -    
|Total discontinued operations, net of tax |  | $    | (29.8 | ) |      | $ | 672.5 |  | $ | 62.9 

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 years ended December 31 were as follows:



|                                          |  |      |       |   |      |   |        |      |  |   |       |  
|----------------------------------------- |  | ---- | ----- | - | ---- | - | ------ | ---- |  | - | ----- | -
|In millions                               |  | 2008 |       |   | 2007 |   |        | 2006 | 
|Retained costs, net of tax                |  | $    | (16.7 | ) |      | $ | (340.9 | )    |  | $ | (36.5 | )
|Net gain (loss) on disposals, net of tax  |  |      | 0.8   |   |      |   | (25.1  | )    |  |   | 0.7   |  
|Total discontinued operations, net of tax |  | $    | (15.9 | ) |      | $ | (366.0 | )    |  | $ | (35.8 | )

During the fourth quarter of 2007, the Company recorded a non-cash charge of $449.0 million ($277 million
after-tax) related to the Companys liability for all pending and estimated future asbestos claims through 2053. Refer to Note 22 for further details on asbestos-related matters.

NOTE 21  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  |  | 2006 
|Weighted-average number of basic shares     |  | 300.6 |  | 290.7 |  | 319.9
|Shares issuable under incentive stock plans |  | 3.1   |  | 4.6   |  | 3.2  
|Weighted-average number of diluted shares   |  | 303.7 |  | 295.3 |  | 323.1
|                                           
|                                           
|Anti-dilutive shares                        |  | 27.7  |  | 0.2   |  | 3.2  

As the Company experienced a net loss in 2008, the Company has not included the impact of shares issuable under
incentive stock plans in the calculation of diluted EPS as the result would have an antidilutive effect on EPS.



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NOTE 22  COMMITMENTS AND CONTINGENCIES

The Company is involved in various litigations, claims and administrative proceedings, including those related to environmental and product liability matters. Amounts recorded for identified contingent liabilities are
estimates, which are reviewed periodically and adjusted to reflect additional information when it becomes available. Subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that the liability
which may result from these legal matters would not have a material adverse effect on the financial condition, results of operations, liquidity or cash flows of the Company.

Environmental 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 2008, we spent $6.9 million on capital projects for pollution abatement and control, and an additional $15.5 million for environmental
remediation expenditures at sites presently or formerly owned or leased by us. As of December 31, 2008, the Company has recorded reserves for environmental matters of $100.9 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 either Ingersoll-Rand Company (IR-New Jersey) or
Trane and generally allege injury caused by exposure to asbestos contained in certain historical products sold by IR-New Jersey or Trane, primarily pumps, boilers and railroad brake shoes. Neither IR-New Jersey nor Trane was a producer or
manufacturer of asbestos, however, some 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.



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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,



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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.

In connection with our acquisition of Trane, the Company requested ARPC to assist in calculating Tranes asbestos-related valuations of current and future
liabilities. As required by SFAS No. 141, Business Combinations, the Company is required to record the assumed asbestos obligations and associated insurance-related assets at their fair value at the Acquisition Date. The Company
preliminarily estimates that the assumed asbestos obligation and associated insurance-related assets at the Acquisition Date to be $494 million and $249 million, respectively. These amounts were estimated based on certain assumptions and factors
consistent with those described above.

Trane continues to be in litigation against certain carriers whose policies it believes provide coverage for
asbestos claims. The insurance carriers named in this suit have challenged Tranes right to recovery. Trane filed the action in April 1999 in the Superior Court of New Jersey, Middlesex County, against various primary and lower layer excess
insurance carriers, seeking coverage for environmental claims (the NJ Litigation). The NJ Litigation was later expanded to also seek coverage for asbestos-related liabilities from twenty-one primary and lower layer excess carriers and
underwriting syndicates. The environmental claims against most of the insurers in the NJ Litigation have been settled. On September 19, 2005, the court granted Tranes motion to add claims for insurance coverage for asbestos-related
liabilities against 16 additional insurers and 117 new insurance policies to the NJ Litigation. The court also required the parties to submit all contested matters to mediation. Trane engaged in its first mediation session with the NJ Litigation
defendants on January 18, 2006 and has engaged in active discussions since that time.

Trane has now settled with a substantial number of its insurers,
collectively accounting for approximately 80% of its recorded asbestos-related liability insurance receivable at January 31, 2009. More specifically, effective August 26, 2008, Trane entered into a coverage-in-place agreement
(August 26 Agreement) with the following five insurance companies or groups: 1) Hartford; 2) Travelers; 3) Allstate (solely in its capacity as successor-in-interest to Northbrook Excess & Surplus Insurance Company); 4) Dairyland
Insurance Company; and 5) AIG. The August 26 Agreement provides for the reimbursement by the insurer signatories of a portion of Tranes costs for asbestos bodily injury claims under specified terms and conditions and in exchange for
certain releases and indemnifications from Trane. In addition, on September 12, 2008, Trane entered into a settlement



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agreement with Mt. McKinley Insurance Company and Everest Reinsurance Company, both members of the Everest Re group, resolving all claims in the NJ
Litigation involving policies issued by those companies (Everest Re Agreement). The Everest Re Agreement contains a number of elements, including policy buy-outs and partial buy-outs in exchange for a cash payment along with
coverage-in-place features similar to those contained in the August 26 Agreement, in exchange for certain releases and indemnifications by Trane. More recently, on January 26, 2009, Trane entered into a coverage-in-place agreement
with Columbia Casualty Company, Continental Casualty Company, and Continental Insurance Company in its own capacity and as successor-in-interest to Harbor Insurance Company and London Guarantee & Accident Company of New York (CNA
Agreement). The CNA Agreement provides for the reimbursement by the insurer signatories of a portion of Tranes costs for indemnification from Trane. Trane remains in settlement negotiations with the insurer defendants in the NJ
Litigation not encompassed within the August 26 Agreement, Everest Re Agreement, and the CNA Agreement. Once concluded, we believe NJ Litigation will resolve coverage issues with respect to approximately 95% of Tranes recorded
insurance receivable in connection with asbestos-related liabilities.

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 twenty five years ago to December 31,
2008, the Company has resolved (by settlement or dismissal) approximately 253,000 claims arising from the legacy Ingersoll Rand businesses. The total amount of all settlements paid by the Company (excluding insurance recoveries) and by its insurance
carriers is approximately $351 million, for an average payment per resolved claim of $1,387. The average payment per claim resolved during the year ended December 31, 2008 was $952. Because claims are frequently filed and settled in large
groups, the amount and timing of settlements, as well as the number of open claims, can fluctuate significantly from period to period.



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The table below provides additional information regarding asbestos-related claims filed against the legacy Ingersoll Rand
businesses, excluding those filed against Trane, reflecting updated information for the last three years.



|                          |  |         |   |  |         |   |  |         |  
|------------------------- |  | ------- | - |  | ------- | - |  | ------- | -
|                          |  | 2006    |   |  | 2007    |   |  | 2008    |  
|Open claims - January 1   |  | 102,968 |   |  | 101,709 |   |  | 100,623 |  
|New claims filed          |  | 6,457   |   |  | 5,398   |   |  | 4,567   |  
|Claims settled            |  | (6,558  | ) |  | (5,005  | ) |  | (3,693  | )
|Claims dismissed *        |  | (1,158  | ) |  | (1,479  | ) |  | (38,189 | )
|Open claims - December 31 |  | 101,709 |   |  | 100,623 |   |  | 63,308  |  

* The significant increase in dismissals in 2008 is attributed to the dismissal of large numbers of dormant and/or
inactive cases in Mississippi and New York. 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.

From receipt of the first asbestos claim more than twenty years ago through December 31,
2008, the Company has resolved approximately 74,000 (by settlement or dismissal) claims arising from the legacy Trane business. The Company and its insurance carriers have paid settlements of approximately $125.4 million on these claims, which
represents an average payment per resolved claim of $1,694. At December 31, 2008, there were 98,339 open claims pending against Trane. Because claims are frequently filed and settled in large groups, the amount and timing of settlements, as
well as the number of open claims, can fluctuate significantly from period to period.

The table below provides additional information regarding
asbestos-related claims filed against the legacy Trane businesses, reflecting updated information for the last three years.



|                          |  |         |   |  |         |   |  |         |  
|------------------------- |  | ------- | - |  | ------- | - |  | ------- | -
|                          |  | 2006    |   |  | 2007    |   |  | 2008    |  
|Open claims - January 1   |  | 113,730 |   |  | 104,570 |   |  | 105,023 |  
|New claims filed          |  | 4,440   |   |  | 3,019   |   |  | 3,626   |  
|Claims settled            |  | (848    | ) |  | (740    | ) |  | (600    | )
|Claims dismissed          |  | (12,752 | ) |  | (1,826  | ) |  | (9,710  | )
|Open claims - December 31 |  | 104,570 |   |  | 105,023 |   |  | 98,339  |  

At December 31, 2008, 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.

At December 31, 2008, the Companys liability for asbestos related matters and the asset for probable asbestos-related insurance recoveries totaled $1,195.2
million and $423.8 million, respectively, compared to $754.9 million and $249.8 million at December 31, 2007.

The (costs) income associated with the
settlement and defense of asbestos related claims after insurance recoveries were as follows:



|                        |  |              |      |   |      |   |        |  
|----------------------- |  | ------------ | ---- | - | ---- | - | ------ | -
|                        |  | December 31, |     
|In millions             |  | 2008         |      |   | 2007 |  
|Continuing operations   |  | $            | (1.5 | ) |      | $ | -      |  
|Discontinued operations |  |              | (5.9 | ) |      |   | (311.3 | )
|Total                   |  | $            | (7.4 | ) |      | $ | (311.3 | )



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The Company records certain 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. Income and expenses associated with Tranes asbestos liabilities and corresponding insurance
recoveries are recorded within continuing operations.

The European Commission Investigation

In November 2004, Trane was contacted by the European Commission as part of a multi-company investigation into possible infringement of European Union competition law
relating to the distribution of bathroom fixtures and fittings in certain European countries. On March 28, 2007, Trane, along with a number of other companies, received a Statement of Objections from the European Commission. The Statement of
Objections, an administrative complaint, alleges infringements of European Union competition rules by numerous bathroom fixture and fittings companies, including Trane and certain of its European subsidiaries engaged in the Bath and Kitchen
business. Certain of these legal entities were transferred to WABCO as part of a legal reorganization in connection with the spinoff of Tranes Vehicle Control Systems business that occurred on July 31, 2007. Trane and certain of its
subsidiaries and, in light of that legal reorganization, certain of WABCOs subsidiaries will be jointly and severally liable for any fines that result from the investigation. However, pursuant to an Indemnification and Cooperation Agreement
among Trane and certain other parties (Indemnification Agreement), American Standard Europe BVBA (renamed WABCO Europe BVBA) (WABCO Europe), which is a subsidiary of WABCO following the reorganization, will be responsible for, and will indemnify
Trane and its subsidiaries (including certain subsidiaries formerly engaged in the Bath and Kitchen business) and their respective affiliates against, any fines related to this investigation. Trane and the charged subsidiaries responded to the
European Commission on August 1, 2007 and July 31, 2007, respectively. A hearing with the European Commission regarding the response to the Statement of Objections was conducted from November 12-14, 2007, in Brussels. WABCO Europe and
other former Trane subsidiaries participated in the hearing. Trane, however, did not participate in the hearing.

In 2006, the European Commission adopted
new fining guidelines (2006 Guidelines) and stated its intention to apply these guidelines in all cases in which a Statement of Objections is issued after September 2006. In applying the 2006 Guidelines, the Commission retains considerable
discretion in calculating the fine although the European Union regulations provide for a cap on the maximum fine equal to ten percent of Tranes worldwide revenue attributable to all of its products for the fiscal year prior to the year in
which the fine is imposed. If the maximum fine is levied in 2009, the total liability could be approximately $1.1 billion based on Tranes last full fiscal year of worldwide revenue, subject to a probable reduction for leniency of at least 20
percent provided WABCO Europe, as the leniency applicant, fulfilled all conditions set forth in the European Commissions leniency notice. WABCO has stated in its Form 10-K for the fiscal year ended December 31, 2008 that its ability to
satisfy its obligations under the Indemnification Agreement is contingent on its funding capability at the time of the fine, which could be affected by, among other things, its ability to access its then existing credit facilities, its ability to
obtain alternative sources of financing, its ability to obtain some payment relief from the European Commission or its ability to obtain a suspension of the payment obligation from the European Court of First Instance.

Other Matters

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



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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 (DPA) with the DOJ. Under both settlements,
the Company has implemented and will continue to 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 which resulted in charges being filed against that subsidiary. Such transactions had previously been reported to the SEC and DOJ. At a December 12,
2008 hearing, all charges against the subsidiary were dismissed.

Additionally, we have reported to the DOJ and SEC that we are currently investigating
certain matters involving Trane, including one relating to the Oil for Food Program, and which raise potential issues under the FCPA and other applicable anti-corruption laws. We have indicated to the SEC and DOJ that we are conducting a thorough
investigation of these matters and that we would report back to them with our findings. The investigation of these matters began in earnest promptly after our acquisition of Trane in June 2008 and is currently in progress. Previously, we had
reported to the SEC and DOJ potential FCPA issues relating to one of our businesses in China, and we have reported back to them and shared our audit report, which indicated no FCPA violations. These matters (and other matters which may arise or of
which we become aware in the future) may be deemed to violate the FCPA and other applicable anti-corruption laws. Such determinations could subject us to, among other things, further enforcement actions by the SEC or the DOJ (if, for example, the
DOJ deems us to have violated the DPA), securities litigation and a general loss of investor confidence, any one of which could adversely affect our business prospects and the market value of our stock.

The following represents the changes in the Companys product warranty liability for 2008 and 2007:



|                                                         |  |      |        |   |      |   |       |  
|-------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ----- | -
|In millions                                              |  | 2008 |        |   | 2007 |  
|Balance at beginning of year                             |  | $    | 146.9  |   |      | $ | 137.1 |  
|Reductions for payments                                  |  |      | (207.7 | ) |      |   | (68.5 | )
|Accruals for warranties issued during the current period |  |      | 246.7  |   |      |   | 80.1  |  
|Changes for accruals related to preexisting warranties   |  |      | (22.9  | ) |      |   | (7.8  | )
|Acquisitions                                             |  |      | 483.3  |   |      |   | -     |  
|Translation                                              |  |      | (5.6   | ) |      |   | 6.0   |  
|Balance at end of the year                               |  | $    | 640.7  |   |      | $ | 146.9 |  

Certain office and warehouse facilities, transportation vehicles and data processing equipment are leased by the
Company. Total rental expense was $144.8 million in 2008, $72.2 million in 2007 and $68.2 million in 2006. Minimum lease payments required under non-cancelable operating leases with terms in excess of one year for the next five years and thereafter,
are as follows: $169.9 million in 2009, $130.8 million in 2010, $102.3 million in 2011, $77.7 million in 2012, $64.3 million in 2013 and $102.5 million thereafter.

Trane has commitments and performance guarantees, including energy savings guarantees, totaling $108.4 million extending from 2008-2028. These guarantees are provided under long-term service and



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maintenance contracts related to its air conditioning equipment and system controls. Through 2008, the Company has experienced one insignificant loss under
such arrangements and considers the probability of any significant future losses to be remote.

The Company also has other contingent liabilities of $5.1
million. These liabilities primarily result from performance bonds, guarantees and stand-by letters of credit associated with the prior sale of products from divested businesses.

As part of the reorganization of IR-New Jersey in 2001, IR-Limited has fully and unconditionally guaranteed payment of all of IR-New Jerseys issued public debt securities. No other subsidiary of ours guarantees
these securities.

IR-New Jersey has unconditionally guaranteed payment of the principal, premium, if any, and interest on our 4.75% Senior Notes due in
2015 in aggregate principal amount of $300 million. The guarantee is unsecured and provided on an unsubordinated basis. The guarantee ranks equally in right of payment with all of the existing and future unsecured and unsubordinated debt of IR-New
Jersey.

Public debt securities issued by IR Global Holding Company Limited are fully and unconditionally guaranteed by IR-Limited. No other subsidiary of
ours guarantees these securities.

NOTE 23  FAIR VALUE MEASUREMENTS

Effective January 1, 2008, the Company adopted SFAS 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions regarding what a third party would use in pricing an asset or liability based on the
best information available under the circumstances. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Effective February 12, 2008, the Company adopted FASB Staff Position 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.



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Assets and liabilities measured at fair value on a recurring basis at December 31, 2008 are as follows:



|                          |  |                         |       |                 |   |         |  |   |      |  |   |      
|------------------------- |  | ----------------------- | ----- | --------------- | - | ------- |  | - | ---- |  | - | -----
|                          |  | Fair value measurements |       | TotalFair value
|In millions               |  | Level 1                 |       | Level 2         |   | Level 3 | 
|Assets:                   |  |                         |       |                 |   |         |  |   |      |  |   |      
|Cash and cash equivalents |  | $                       | 550.2 |                 | $ | -       |  | $ | -    |  | $ | 550.2
|Marketable securities     |  |                         | 6.5   |                 |   | -       |  |   | -    |  |   | 6.5  
|Derivative instruments    |  |                         | -     |                 |   | 25.9    |  |   | -    |  |   | 25.9 
|Securitization            |  |                         | -     |                 |   | -       |  |   | 83.6 |  |   | 83.6 
|Benefit trust assets      |  |                         | 24.1  |                 |   | 131.1   |  |   | -    |  |   | 155.2
|Total                     |  | $                       | 580.8 |                 | $ | 157.0   |  | $ | 83.6 |  | $ | 821.4
|                          |  |                         |       |                
|Liabilities:              |  |                         |       |                 |   |         |  |   |      |  |   |      
|Derivative instruments    |  | $                       | -     |                 | $ | 56.7    |  | $ | -    |  | $ | 56.7 
|Benefit liabilities       |  |                         | 21.5  |                 |   | 175.4   |  |   | -    |  |   | 196.9
|Total                     |  | $                       | 21.5  |                 | $ | 232.1   |  | $ | -    |  | $ | 253.6

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, commodities and a cross-currency swap of foreign
denominated debt. 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.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Securitization  This asset is the interest the Company retains in receivables sold into a special purpose entity. The fair value of the asset is based
on a model that requires unobservable inputs.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Benefit liabilities  These liabilities include 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 SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115,



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(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 December 31, 2008, the Company has not elected to utilize the fair value option on any of its financial assets or
liabilities.

NOTE 24  BUSINESS SEGMENT INFORMATION

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies except that the operating segments results are prepared on a management basis that is consistent with
the manner in which the Company disaggregates financial information for internal review and decision making. The Company largely evaluates performance based on operating income and operating margins. Intercompany sales between segments are
considered immaterial.

The Company has divested various businesses over the past few years as it moves to being a leading global diversified industrial
enterprise. During 2007, the Company sold its Bobcat, Utility Equipment and Attachments business units as well as its Road Development business unit. Segment information for all years has been revised to exclude the results of these divestitures.

Each reportable segment is based primarily on the types of products it generates. The operating segments have been aggregated as required by SFAS
No. 131, Disclosures About Segments of an Enterprise and Related Information. A description of the Companys reportable segments is as follows:

The Air Conditioning Systems and Service segment provides heating, ventilation and air conditioning (HVAC) systems that enhance the quality and comfort of the air in homes and buildings around the world. It offers
customers a broad range of energy-efficient HVAC systems, dehumidifying and air cleaning products, service and parts support, advanced building controls as well as financing solutions under the American Standard Heating and Air Conditioning and
Trane brands. These brands have leading positions in commercial, residential, institutional and industrial markets.

The Climate Control Technologies
segment provides equipment and services to manage controlled-temperature environments for food and other perishables throughout the world. Encompassing the transport and stationary refrigeration markets, this segment offers customers a broad range
of products and solutions such as refrigerated display merchandisers, beverage coolers, auxiliary power units, walk-in storage coolers and freezers and transport temperature control units. This segment includes the market leading brands of Hussmann
and Thermo King.

The Industrial Technologies segment provides products, services and solutions that enhance energy efficiency, productivity and
operations. It offers our global customers a diverse and innovative range of products including compressed air systems, tools, pumps, fluid handling systems, golf and utility vehicles in addition to environmentally friendly micro turbines. This
segment includes the Club Car and Ingersoll Rand market leading brands.

The Security Technologies segment is a leading global provider of products and
services that make environments safe, secure and productive. The segments market-leading products include electronic and biometric access control systems, locks and locksets, door closers, floor closers, exit devices, steel doors and frames,
portable security devices, decorative hardware, cabinet hardware as well as time, attendance and personnel scheduling systems. These products serve a wide range of markets including the commercial and residential housing market, healthcare, retail,
maritime, transport industries as well as educational and governmental facilities. This segment includes the CISA, LCN, Schlage and Von Duprin brands.



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A summary of operations by reportable segments for the years ended December 31, were as follows:



|                                                          |  |      |          |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------- |  | ---- | -------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|Dollar amounts in millions                                |  | 2008 |          |   | 2007 |   |         | 2006 | 
|Air Conditioning Systems and Services                     |  |      |          |   |      |   |         |      |  |   |         |  
|Revenues                                                  |  | $    | 4,401.3  |   |      | $ | -       |      |  | $ | -       |  
|Operating income (loss)                                   |  |      | (3,145.7 | ) |      |   | -       |      |  |   | -       |  
|Operating income as a percentage of revenues              |  |      | -71.5%   |   |      |   | -       |      |  |   | -       |  
|Depreciation and amortization                             |  |      | 275.6    |   |      |   | -       |      |  |   | -       |  
|Capital expenditures                                      |  |      | 112.5    |   |      |   | -       |      |  |   | -       |  
|                                                          |  |      |         
|Climate Control Technologies                              |  |      |          |   |      |   |         |      |  |   |         |  
|Revenues                                                  |  |      | 3,356.8  |   |      |   | 3,372.4 |      |  |   | 3,171.0 |  
|Operating income                                          |  |      | 278.9    |   |      |   | 382.6   |      |  |   | 356.0   |  
|Operating income as a percentage of revenues              |  |      | 8.3%     |   |      |   | 11.3%   |      |  |   | 11.2%   |  
|Depreciation and amortization                             |  |      | 49.6     |   |      |   | 48.9    |      |  |   | 52.1    |  
|Capital expenditures                                      |  |      | 64.8     |   |      |   | 38.9    |      |  |   | 25.6    |  
|                                                          |  |      |         
|Industrial Technologies                                   |  |      |          |   |      |   |         |      |  |   |         |  
|Revenues                                                  |  |      | 2,938.3  |   |      |   | 2,877.1 |      |  |   | 2,577.7 |  
|Operating income                                          |  |      | 353.7    |   |      |   | 392.0   |      |  |   | 351.8   |  
|Operating income as a percentage of revenues              |  |      | 12.0%    |   |      |   | 13.6%   |      |  |   | 13.6%   |  
|Depreciation and amortization                             |  |      | 41.6     |   |      |   | 36.2    |      |  |   | 32.4    |  
|Capital expenditures                                      |  |      | 52.9     |   |      |   | 41.2    |      |  |   | 55.6    |  
|                                                          |  |      |         
|Security Technologies                                     |  |      |          |   |      |   |         |      |  |   |         |  
|Revenues                                                  |  |      | 2,531.0  |   |      |   | 2,513.6 |      |  |   | 2,285.0 |  
|Operating income                                          |  |      | 100.4    |   |      |   | 433.5   |      |  |   | 400.2   |  
|Operating income as a percentage of revenues              |  |      | 4.0%     |   |      |   | 17.2%   |      |  |   | 17.5%   |  
|Depreciation and amortization                             |  |      | 47.5     |   |      |   | 46.6    |      |  |   | 42.6    |  
|Capital expenditures                                      |  |      | 54.7     |   |      |   | 34.4    |      |  |   | 43.6    |  
|Total revenues                                            |  | $    | 13,227.4 |   |      | $ | 8,763.1 |      |  | $ | 8,033.7 |  
|                                                          |  |      |         
|Operating income (loss) from reportable segments          |  |      | (2,412.7 | ) |      |   | 1,208.1 |      |  |   | 1,108.0 |  
|Unallocated corporate expense                             |  |      | (161.1   | ) |      |   | (150.3  | )    |  |   | (109.5  | )
|Total operating income (loss)                             |  | $    | (2,573.8 | ) |      | $ | 1,057.8 |      |  | $ | 998.5   |  
|Total operating income (loss) as a percentage of revenues |  |      | -19.5%   |   |      |   | 12.1%   |      |  |   | 12.4%   |  
|                                                          |  |      |         
|Depreciation and amortization from reportable segments    |  |      | 414.3    |   |      |   | 131.7   |      |  |   | 127.1   |  
|Unallocated depreciation and amortization                 |  |      | 38.8     |   |      |   | 7.1     |      |  |   | 21.7    |  
|Total depreciation and amortization                       |  | $    | 453.1    |   |      | $ | 138.8   |      |  | $ | 148.8   |  
|                                                          |  |      |         
|Capital expenditures from reportable segments             |  |      | 284.9    |   |      |   | 114.5   |      |  |   | 124.8   |  
|Corporate capital expenditures                            |  |      | 21.1     |   |      |   | 5.2     |      |  |   | 20.0    |  
|Total capital expenditures                                |  | $    | 306.0    |   |      | $ | 119.7   |      |  | $ | 144.8   |  



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Revenues by destination and long-lived assets by geographic area for the years ended December 31 were as follows:



|              |  |      |          |      |   |         |  |   |        
|------------- |  | ---- | -------- | ---- | - | ------- |  | - | -------
|In millions   |  | 2008 |          | 2007 |   | 2006   
|Revenues      |  |      |          |      |   |         |  |   |        
|United States |  | $    | 7,709.4  |      | $ | 4,756.0 |  | $ | 4,570.9
|Non-U.S.      |  |      | 5,518.0  |      |   | 4,007.1 |  |   | 3,462.8
|Total         |  | $    | 13,227.4 |      | $ | 8,763.1 |  | $ | 8,033.7



|                  |  |      |         |      |   |        
|----------------- |  | ---- | ------- | ---- | - | -------
|In millions       |  | 2008 |         | 2007
|Long-lived assets |  |      |         |      |   |        
|United States     |  | $    | 3,706.3 |      | $ | 820.5  
|Non-U.S.          |  |      | 753.9   |      |   | 639.6  
|Total             |  | $    | 4,460.2 |      | $ | 1,460.1

NOTE 25  GUARANTOR FINANCIAL INFORMATION

Ingersoll-Rand Company Limited, a Bermuda company (IR-Limited) is the successor to Ingersoll-Rand Company, a New Jersey corporation (IR-New Jersey), following a corporate
reorganization (the reorganization) that became effective on December 31, 2001. The reorganization was accomplished through a merger of a newly formed subsidiary of IR-Limited. IR-Limited and its subsidiaries continue to conduct the businesses
previously conducted by IR-New Jersey and its subsidiaries. The reorganization has been accounted for as a reorganization of entities under common control and accordingly, did not result in any changes to the consolidated amounts of assets,
liabilities and shareholders equity.

As part of the reorganization, IR-Limited 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.

IR-Limited issued Class B common shares to IR-New Jersey in exchange for a $3.6 billion note and shares of certain IR-New Jersey subsidiaries. The note, which is due in
2011, has a fixed rate of interest of 11% per annum payable semi-annually and imposes certain restrictive covenants upon IR-New Jersey. At December 31, 2008, $1.0 billion of the original $3.6 billion note remains outstanding. The Class B
common shares are non-voting and pay dividends comparable to the Class A common shares. In 2002, IR-Limited contributed the note to a wholly owned subsidiary, which subsequently transferred portions of the note to several other subsidiaries,
all of which are included in the Other Subsidiaries below. Accordingly, the subsidiaries of IR-Limited remain creditors of IR-New Jersey.

IR-New Jersey has unconditionally guaranteed payment of the principal, premium, if any, and interest on the Companys 4.75% Senior Notes due in 2015 in the aggregate principal amount of $300 million. The guarantee is unsecured and
provided on an unsubordinated basis. The guarantee ranks equally in right of payment with all of the existing and future unsecured and unsubordinated debt of IR-New Jersey.

The Company has revised the guarantor financial statements for all periods presented in order to reflect Ingersoll-Rand Global Holding Company Limited (IR Global Holding) as a stand-alone subsidiary. IR Global
Holding, a 100% owned subsidiary of IR-Limited, issued public debt that is guaranteed by IR-Limited. As part of the process to revise the condensed financial statements, the Company noted errors within the consolidation process of the subsidiaries.
Total consolidated results were not impacted



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by these revisions; however, certain amounts reported within the IR-New Jersey and Other Subsidiary columns have been corrected. The Company determined that
these errors were immaterial to the Companys financial statements. All periods have been revised in the current presentation.

The condensed
consolidating financial statements present IR-Limited, IR Global Holding and IR-New Jersey investments in their subsidiaries using the equity method of accounting. Intercompany investments in the non-voting Class B common shares are accounted for on
the cost method and are reduced by intercompany dividends. In accordance with generally accepted accounting principles, the amounts related to the issuance of the Class B shares have been presented as contra accounts and included within Other
Shareholders Equity since the Class B issuance on December 31, 2001. The notes payable continue to be reflected as a liability on the balance sheet of IR-New Jersey and are enforceable in accordance with their terms.

See Note 12 and 22 for a further discussion on the public debt issuance and related guarantees.

The following condensed consolidated financial information for IR-Limited, IR Global Holding, IR-New Jersey, and all their other subsidiaries is included so that separate financial statements of IR Global Holding and
IR-New Jersey are not required to be filed with the U.S. Securities and Exchange Commission.

Condensed Consolidating Income Statement

For the year ended December 31, 2008



|                                           |  |           |          |   |                  |   |          |              |  |   |                   |   |  |                          |          |                        |  |   |         |  |   |          |  
|------------------------------------------ |  | --------- | -------- | - | ---------------- | - | -------- | ------------ |  | - | ----------------- | - |  | ------------------------ | -------- | ---------------------- |  | - | ------- |  | - | -------- | -
|In millions                                |  | IRLimited |          |   | IR GlobalHolding |   |          | IRNew Jersey |  |   | OtherSubsidiaries |   |  | ConsolidatingAdjustments |          | IR LimitedConsolidated | 
|Net revenues                               |  | $         |         |   |                  | $ |         |              |  | $ | 898.5             |   |  | $                        | 12,328.9 |                        |  | $ |        |  | $ | 13,227.4 |  
|Cost of goods sold                         |  |           |         |   |                  |   |         |              |  |   | (664.3            | ) |  |                          | (9,083.8 | )                      |  |   |        |  |   | (9,748.1 | )
|Selling and administrative expenses        |  |           | (41.7    | ) |                  |   | (0.5     | )            |  |   | (292.0            | ) |  |                          | (2,008.9 | )                      |  |   |        |  |   | (2,343.1 | )
|Asset impairment                           |  |           |         |   |                  |   |         |              |  |   |                  |   |  |                          | (3,710.0 | )                      |  |   |        |  |   | (3,710.0 | )
|Operating (loss) income                    |  |           | (41.7    | ) |                  |   | (0.5     | )            |  |   | (57.8             | ) |  |                          | (2,473.8 | )                      |  |   |        |  |   | (2,573.8 | )
|Equity earnings in affiliates (net of tax) |  |           | (2,459.4 | ) |                  |   | (1,257.3 | )            |  |   | 118.6             |   |  |                          | (279.5   | )                      |  |   | 3,877.6 |  |   |         |  
|Interest expense                           |  |           | (15.5    | ) |                  |   | (108.9   | )            |  |   | (73.2             | ) |  |                          | (47.8    | )                      |  |   |        |  |   | (245.4   | )
|Intercompany interest and fees             |  |           | (95.8    | ) |                  |   | (168.2   | )            |  |   | (353.9            | ) |  |                          | 617.9    |                        |  |   |        |  |   |         |  
|Other, net                                 |  |           | (17.1    | ) |                  |   | 26.9     |              |  |   | 102.9             |   |  |                          | (69.5    | )                      |  |   |        |  |   | 43.2     |  
|Earnings (loss) before income taxes        |  |           | (2,629.5 | ) |                  |   | (1,508.0 | )            |  |   | (263.4            | ) |  |                          | (2,252.7 | )                      |  |   | 3,877.6 |  |   | (2,776.0 | )
|Benefit (provision) for income taxes       |  |           |         |   |                  |   | (0.6     | )            |  |   | 67.4              |   |  |                          | 141.8    |                        |  |   |        |  |   | 208.6    |  
|Earnings (loss) from continuing operations |  |           | (2,629.5 | ) |                  |   | (1,508.6 | )            |  |   | (196.0            | ) |  |                          | (2,110.9 | )                      |  |   | 3,877.6 |  |   | (2,567.4 | )
|Discontinued operations, net of tax        |  |           | 4.7      |   |                  |   |         |              |  |   | (83.5             | ) |  |                          | 21.4     |                        |  |   |        |  |   | (57.4    | )
|Net earnings (loss)                        |  | $         | (2,624.8 | ) |                  | $ | (1,508.6 | )            |  | $ | (279.5            | ) |  | $                        | (2,089.5 | )                      |  | $ | 3,877.6 |  | $ | (2,624.8 | )



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Condensed Consolidating Income Statement

For the year ended December 31, 2007



|                                           |  |           |         |   |                  |   |         |              |  |   |                   |   |  |                          |          |   |                        |   |          |   |  |   |          |  
|------------------------------------------ |  | --------- | ------- | - | ---------------- | - | ------- | ------------ |  | - | ----------------- | - |  | ------------------------ | -------- | - | ---------------------- | - | -------- | - |  | - | -------- | -
|In millions                                |  | IRLimited |         |   | IR GlobalHolding |   |         | IRNew Jersey |  |   | OtherSubsidiaries |   |  | ConsolidatingAdjustments |          |   | IR LimitedConsolidated |  
|Net revenues                               |  | $         | -       |   |                  | $ | -       |              |  | $ | 911.9             |   |  | $                        | 7,851.2  |   |                        | $ | -        |   |  | $ | 8,763.1  |  
|Cost of goods sold                         |  |           | -       |   |                  |   | -       |              |  |   | (629.2            | ) |  |                          | (5,642.8 | ) |                        |   | -        |   |  |   | (6,272.0 | )
|Selling and administrative expenses        |  |           | (32.7   | ) |                  |   | (0.6    | )            |  |   | (302.3            | ) |  |                          | (1,097.7 | ) |                        |   | -        |   |  |   | (1,433.3 | )
|Operating (loss) income                    |  |           | (32.7   | ) |                  |   | (0.6    | )            |  |   | (19.6             | ) |  |                          | 1,110.7  |   |                        |   | -        |   |  |   | 1,057.8  |  
|Equity earnings in affiliates (net of tax) |  |           | 4,038.4 |   |                  |   | 3,234.2 |              |  |   | 873.1             |   |  |                          | 765.2    |   |                        |   | (8,910.9 | ) |  |   | -        |  
|Interest expense                           |  |           | (39.8   | ) |                  |   | -       |              |  |   | (69.9             | ) |  |                          | (26.5    | ) |                        |   | -        |   |  |   | (136.2   | )
|Intercompany interest and fees             |  |           | (53.8   | ) |                  |   | (155.4  | )            |  |   | (684.0            | ) |  |                          | 893.2    |   |                        |   | -        |   |  |   | -        |  
|Other, net                                 |  |           | 54.6    |   |                  |   | 2.9     |              |  |   | 71.4              |   |  |                          | (113.0   | ) |                        |   | -        |   |  |   | 15.9     |  
|Earnings (loss) before income taxes        |  |           | 3,966.7 |   |                  |   | 3,081.1 |              |  |   | 171.0             |   |  |                          | 2,629.6  |   |                        |   | (8,910.9 | ) |  |   | 937.5    |  
|Benefit (provision) for income taxes       |  |           | -       |   |                  |   | -       |              |  |   | 167.8             |   |  |                          | (372.2   | ) |                        |   | -        |   |  |   | (204.4   | )
|Earnings (loss) from continuing operations |  |           | 3,966.7 |   |                  |   | 3,081.1 |              |  |   | 338.8             |   |  |                          | 2,257.4  |   |                        |   | (8,910.9 | ) |  |   | 733.1    |  
|Discontinued operations, net of tax        |  |           | -       |   |                  |   | -       |              |  |   | 426.4             |   |  |                          | 2,807.2  |   |                        |   | -        |   |  |   | 3,233.6  |  
|Net earnings (loss)                        |  | $         | 3,966.7 |   |                  | $ | 3,081.1 |              |  | $ | 765.2             |   |  | $                        | 5,064.6  |   |                        | $ | (8,910.9 | ) |  | $ | 3,966.7  |  

Condensed Consolidating Income Statement

For the year ended December 31, 2006



|                                           |  |           |         |   |                  |   |       |              |  |   |                   |   |  |                          |          |   |                        |   |          |   |  |   |          |  
|------------------------------------------ |  | --------- | ------- | - | ---------------- | - | ----- | ------------ |  | - | ----------------- | - |  | ------------------------ | -------- | - | ---------------------- | - | -------- | - |  | - | -------- | -
|In millions                                |  | IRLimited |         |   | IR GlobalHolding |   |       | IRNew Jersey |  |   | OtherSubsidiaries |   |  | ConsolidatingAdjustments |          |   | IR LimitedConsolidated |  
|Net revenues                               |  | $         | -       |   |                  | $ | -     |              |  | $ | 922.0             |   |  | $                        | 7,111.7  |   |                        | $ | -        |   |  | $ | 8,033.7  |  
|Cost of goods sold                         |  |           | -       |   |                  |   | -     |              |  |   | (658.7            | ) |  |                          | (5,109.7 | ) |                        |   | -        |   |  |   | (5,768.4 | )
|Selling and administrative expenses        |  |           | (16.3   | ) |                  |   | (0.9  | )            |  |   | (252.3            | ) |  |                          | (997.3   | ) |                        |   | -        |   |  |   | (1,266.8 | )
|Operating (loss) income                    |  |           | (16.3   | ) |                  |   | (0.9  | )            |  |   | 11.0              |   |  |                          | 1,004.7  |   |                        |   | -        |   |  |   | 998.5    |  
|Equity earnings in affiliates (net of tax) |  |           | 1,057.6 |   |                  |   | 889.0 |              |  |   | 410.9             |   |  |                          | (37.3    | ) |                        |   | (2,320.2 | ) |  |   | -        |  
|Interest expense                           |  |           | (30.3   | ) |                  |   | -     |              |  |   | (77.6             | ) |  |                          | (25.7    | ) |                        |   | -        |   |  |   | (133.6   | )
|Intercompany interest and fees             |  |           | (32.9   | ) |                  |   | (76.0 | )            |  |   | (644.2            | ) |  |                          | 753.1    |   |                        |   | -        |   |  |   | -        |  
|Other, net                                 |  |           | 54.4    |   |                  |   | 1.9   |              |  |   | 64.2              |   |  |                          | (127.8   | ) |                        |   | -        |   |  |   | (7.3     | )
|Earnings (loss) before income taxes        |  |           | 1,032.5 |   |                  |   | 814.0 |              |  |   | (235.7            | ) |  |                          | 1,567.0  |   |                        |   | (2,320.2 | ) |  |   | 857.6    |  
|Benefit (provision) for income taxes       |  |           | -       |   |                  |   | -     |              |  |   | 192.1             |   |  |                          | (284.7   | ) |                        |   | -        |   |  |   | (92.6    | )
|Earnings (loss) from continuing operations |  |           | 1,032.5 |   |                  |   | 814.0 |              |  |   | (43.6             | ) |  |                          | 1,282.3  |   |                        |   | (2,320.2 | ) |  |   | 765.0    |  
|Discontinued operations, net of tax        |  |           | -       |   |                  |   | -     |              |  |   | 6.3               |   |  |                          | 261.2    |   |                        |   | -        |   |  |   | 267.5    |  
|Net earnings (loss)                        |  | $         | 1,032.5 |   |                  | $ | 814.0 |              |  | $ | (37.3             | ) |  | $                        | 1,543.5  |   |                        | $ | (2,320.2 | ) |  | $ | 1,032.5  |  



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Condensed Consolidating Balance Sheet

December 31, 2008



|                                                               |  |           |          |   |                  |   |          |              |  |   |                   |   |  |                          |           |   |                        |   |            |   |  |   |          |  
|-------------------------------------------------------------- |  | --------- | -------- | - | ---------------- | - | -------- | ------------ |  | - | ----------------- | - |  | ------------------------ | --------- | - | ---------------------- | - | ---------- | - |  | - | -------- | -
|In millions                                                    |  | IRLimited |          |   | IR GlobalHolding |   |          | IRNew Jersey |  |   | OtherSubsidiaries |   |  | ConsolidatingAdjustments |           |   | IR LimitedConsolidated |  
|Current assets:                                                |  |           |          |   |                  |   |          |              |  |   |                   |   |  |                          |           |   |                        |   |            |   |  |   |          |  
|Cash and cash equivalents                                      |  | $         | -        |   |                  | $ | 1.1      |              |  | $ | 8.6               |   |  | $                        | 540.5     |   |                        | $ | -          |   |  | $ | 550.2    |  
|Accounts and notes receivable, net                             |  |           | -        |   |                  |   | -        |              |  |   | 224.7             |   |  |                          | 2,203.8   |   |                        |   | -          |   |  |   | 2,428.5  |  
|Inventories                                                    |  |           | -        |   |                  |   | -        |              |  |   | 71.4              |   |  |                          | 1,543.7   |   |                        |   | -          |   |  |   | 1,615.1  |  
|Other current assets                                           |  |           | 5.0      |   |                  |   | 3.3      |              |  |   | 166.5             |   |  |                          | 631.1     |   |                        |   | -          |   |  |   | 805.9    |  
|Accounts and notes receivable affiliates                       |  |           | 433.1    |   |                  |   | 1,911.5  |              |  |   | 4,367.1           |   |  |                          | 36,804.3  |   |                        |   | (43,516.0  | ) |  |   | -        |  
|Total current assets                                           |  |           | 438.1    |   |                  |   | 1,915.9  |              |  |   | 4,838.3           |   |  |                          | 41,723.4  |   |                        |   | (43,516.0  | ) |  |   | 5,399.7  |  
|                                                               |  |           |          |   |                  |  
|Investment in affiliates                                       |  |           | 10,093.7 |   |                  |   | 12,337.4 |              |  |   | 7,420.0           |   |  |                          | 65,156.2  |   |                        |   | (95,007.3  | ) |  |   | -        |  
|Property, plant and equipment, net                             |  |           | -        |   |                  |   | -        |              |  |   | 161.9             |   |  |                          | 1,806.6   |   |                        |   | -          |   |  |   | 1,968.5  |  
|Intangible assets, net                                         |  |           | -        |   |                  |   | -        |              |  |   | 72.6              |   |  |                          | 11,761.6  |   |                        |   | -          |   |  |   | 11,834.2 |  
|Other noncurrent assets                                        |  |           | (3.0     | ) |                  |   | 12.1     |              |  |   | 742.3             |   |  |                          | 970.7     |   |                        |   | -          |   |  |   | 1,722.1  |  
|Total assets                                                   |  | $         | 10,528.8 |   |                  | $ | 14,265.4 |              |  | $ | 13,235.1          |   |  | $                        | 121,418.5 |   |                        | $ | (138,523.3 | ) |  | $ | 20,924.5 |  
|                                                               |  |           |          |   |                  |  
|Current liabilities:                                           |  |           |          |   |                  |   |          |              |  |   |                   |   |  |                          |           |   |                        |   |            |   |  |   |          |  
|Accounts payable and accruals                                  |  | $         | 0.5      |   |                  | $ | 37.4     |              |  | $ | 194.0             |   |  | $                        | 2,929.1   |   |                        | $ | -          |   |  | $ | 3,161.0  |  
|Short-term borrowings and current maturities of long-term debt |  |           | -        |   |                  |   | 1,752.7  |              |  |   | 353.2             |   |  |                          | 244.5     |   |                        |   | -          |   |  |   | 2,350.4  |  
|Accounts and note payable affiliates                           |  |           | 3,409.7  |   |                  |   | 5,230.6  |              |  |   | 5,526.5           |   |  |                          | 29,349.2  |   |                        |   | (43,516.0  | ) |  |   | -        |  
|Total current liabilities                                      |  |           | 3,410.2  |   |                  |   | 7,020.7  |              |  |   | 6,073.7           |   |  |                          | 32,522.8  |   |                        |   | (43,516.0  | ) |  |   | 5,511.4  |  
|                                                               |  |           |          |   |                  |  
|Long-term debt                                                 |  |           | 299.2    |   |                  |   | 1,598.7  |              |  |   | 395.7             |   |  |                          | 480.1     |   |                        |   | -          |   |  |   | 2,773.7  |  
|Note payable affiliate                                         |  |           | -        |   |                  |   | -        |              |  |   | 1,047.4           |   |  |                          | -         |   |                        |   | (1,047.4   | ) |  |   | -        |  
|Other noncurrent liabilities                                   |  |           | 158.0    |   |                  |   | 2.9      |              |  |   | 2,194.4           |   |  |                          | 3,622.7   |   |                        |   | -          |   |  |   | 5,978.0  |  
|Total liabilities                                              |  |           | 3,867.4  |   |                  |   | 8,622.3  |              |  |   | 9,711.2           |   |  |                          | 36,625.6  |   |                        |   | (44,563.4  | ) |  |   | 14,263.1 |  
|                                                               |  |           |          |   |                  |  
|Shareholders equity:                                          |  |           |          |   |                  |   |          |              |  |   |                   |   |  |                          |           |   |                        |   |            |   |  |   |          |  
|Class A common shares                                          |  |           | 370.9    |   |                  |   | (52.1    | )            |  |   | -                 |   |  |                          | -         |   |                        |   | -          |   |  |   | 318.8    |  
|Class B common shares                                          |  |           | 197.2    |   |                  |   | -        |              |  |   | -                 |   |  |                          | -         |   |                        |   | (197.2     | ) |  |   | -        |  
|Other shareholders equity                                     |  |           | 8,930.7  |   |                  |   | 5,645.0  |              |  |   | 4,446.0           |   |  |                          | 87,278.2  |   |                        |   | (99,506.5  | ) |  |   | 6,793.4  |  
|Accumulated other comprehensive income (loss)                  |  |           | (129.3   | ) |                  |   | 50.2     |              |  |   | (523.3            | ) |  |                          | (176.2    | ) |                        |   | 327.8      |   |  |   | (450.8   | )
|                                                               |  |           | 9,369.5  |   |                  |   | 5,643.1  |              |  |   | 3,922.7           |   |  |                          | 87,102.0  |   |                        |   | (99,375.9  | ) |  |   | 6,661.4  |  
|Less: Contra account                                           |  |           | (2,708.1 | ) |                  |   | -        |              |  |   | (398.8            | ) |  |                          | (2,309.1  | ) |                        |   | 5,416.0    |   |  |   | -        |  
|Total shareholders equity                                     |  |           | 6,661.4  |   |                  |   | 5,643.1  |              |  |   | 3,523.9           |   |  |                          | 84,792.9  |   |                        |   | (93,959.9  | ) |  |   | 6,661.4  |  
|Total liabilities and equity                                   |  | $         | 10,528.8 |   |                  | $ | 14,265.4 |              |  | $ | 13,235.1          |   |  | $                        | 121,418.5 |   |                        | $ | (138,523.3 | ) |  | $ | 20,924.5 |  



F-59



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##### Table of Contents

Condensed Consolidating Balance Sheet

December 31, 2007



|                                                               |  |           |          |   |                  |   |          |              |  |   |                   |   |  |                          |          |   |                        |   |            |   |  |   |         
|-------------------------------------------------------------- |  | --------- | -------- | - | ---------------- | - | -------- | ------------ |  | - | ----------------- | - |  | ------------------------ | -------- | - | ---------------------- | - | ---------- | - |  | - | --------
|In millions                                                    |  | IRLimited |          |   | IR GlobalHolding |   |          | IRNew Jersey |  |   | OtherSubsidiaries |   |  | ConsolidatingAdjustments |          |   | IR LimitedConsolidated
|Current assets:                                                |  |           |          |   |                  |   |          |              |  |   |                   |   |  |                          |          |   |                        |   |            |   |  |   |         
|Cash and cash equivalents                                      |  | $         | 0.6      |   |                  | $ | 1,979.1  |              |  | $ | 545.4             |   |  | $                        | 2,210.2  |   |                        | $ | -          |   |  | $ | 4,735.3 
|Accounts and notes receivable                                  |  |           | 0.4      |   |                  |   | -        |              |  |   | 263.8             |   |  |                          | 1,396.5  |   |                        |   | -          |   |  |   | 1,660.7 
|Inventories                                                    |  |           | -        |   |                  |   | -        |              |  |   | 76.4              |   |  |                          | 750.8    |   |                        |   | -          |   |  |   | 827.2   
|Other current assets                                           |  |           | -        |   |                  |   | 0.2      |              |  |   | 136.7             |   |  |                          | 340.6    |   |                        |   | -          |   |  |   | 477.5   
|Accounts and notes receivable affiliates                       |  |           | 252.6    |   |                  |   | 916.2    |              |  |   | 5,150.6           |   |  |                          | 33,482.0 |   |                        |   | (39,801.4  | ) |  |   | -       
|Total current assets                                           |  |           | 253.6    |   |                  |   | 2,895.5  |              |  |   | 6,172.9           |   |  |                          | 38,180.1 |   |                        |   | (39,801.4  | ) |  |   | 7,700.7 
|                                                               |  |           |          |   |                  |  
|Investment in affiliates                                       |  |           | 9,795.0  |   |                  |   | 8,050.3  |              |  |   | 9,487.9           |   |  |                          | 38,083.3 |   |                        |   | (65,416.5  | ) |  |   | -       
|Property, plant and equipment, net                             |  |           | -        |   |                  |   | -        |              |  |   | 151.1             |   |  |                          | 753.8    |   |                        |   | -          |   |  |   | 904.9   
|Intangible assets, net                                         |  |           | -        |   |                  |   | -        |              |  |   | 72.5              |   |  |                          | 4,645.4  |   |                        |   | -          |   |  |   | 4,717.9 
|Other assets                                                   |  |           | 1.5      |   |                  |   | -        |              |  |   | 704.5             |   |  |                          | 346.7    |   |                        |   | -          |   |  |   | 1,052.7 
|Total assets                                                   |  | $         | 10,050.1 |   |                  | $ | 10,945.8 |              |  | $ | 16,588.9          |   |  | $                        | 82,009.3 |   |                        | $ | (105,217.9 | ) |  | $ | 14,376.2
|                                                               |  |           |          |   |                  |  
|Current liabilities:                                           |  |           |          |   |                  |   |          |              |  |   |                   |   |  |                          |          |   |                        |   |            |   |  |   |         
|Accounts payable and accruals                                  |  | $         | 6.9      |   |                  | $ | 4.6      |              |  | $ | 527.1             |   |  | $                        | 1,956.1  |   |                        | $ | -          |   |  | $ | 2,494.7 
|Short-term borrowings and current maturities of long-term debt |  |           | -        |   |                  |   | -        |              |  |   | 555.4             |   |  |                          | 185.6    |   |                        |   | -          |   |  |   | 741.0   
|Accounts and note payable affiliates                           |  |           | 1,639.1  |   |                  |   | 5,779.7  |              |  |   | 7,001.7           |   |  |                          | 25,380.9 |   |                        |   | (39,801.4  | ) |  |   | -       
|Total current liabilities                                      |  |           | 1,646.0  |   |                  |   | 5,784.3  |              |  |   | 8,084.2           |   |  |                          | 27,522.6 |   |                        |   | (39,801.4  | ) |  |   | 3,235.7 
|                                                               |  |           |          |   |                  |  
|Long-term debt                                                 |  |           | 299.1    |   |                  |   | -        |              |  |   | 403.2             |   |  |                          | 10.4     |   |                        |   | -          |   |  |   | 712.7   
|Note payable affiliate                                         |  |           | -        |   |                  |   | -        |              |  |   | 2,097.4           |   |  |                          | -        |   |                        |   | (2,097.4   | ) |  |   | -       
|Other liabilities                                              |  |           | 197.1    |   |                  |   | 0.4      |              |  |   | 1,916.4           |   |  |                          | 406.0    |   |                        |   | -          |   |  |   | 2,519.9 
|Total liabilities                                              |  |           | 2,142.2  |   |                  |   | 5,784.7  |              |  |   | 12,501.2          |   |  |                          | 27,939.0 |   |                        |   | (41,898.8  | ) |  |   | 6,468.3 
|                                                               |  |           |          |   |                  |  
|Shareholders equity:                                          |  |           |          |   |                  |   |          |              |  |   |                   |   |  |                          |          |   |                        |   |            |   |  |   |         
|Class A common shares                                          |  |           | 370.0    |   |                  |   | (97.4    | )            |  |   | -                 |   |  |                          | -        |   |                        |   | -          |   |  |   | 272.6   
|Class B common shares                                          |  |           | 270.6    |   |                  |   | -        |              |  |   | -                 |   |  |                          | -        |   |                        |   | (270.6     | ) |  |   | -       
|Other shareholders equity                                     |  |           | 11,046.9 |   |                  |   | 5,115.6  |              |  |   | 4,900.3           |   |  |                          | 57,564.7 |   |                        |   | (71,238.7  | ) |  |   | 7,388.8 
|Accumulated other comprehensive income (loss)                  |  |           | 567.9    |   |                  |   | 52.8     |              |  |   | (397.4            | ) |  |                          | 527.8    |   |                        |   | (504.6     | ) |  |   | 246.5   
|                                                               |  |           | 12,255.4 |   |                  |   | 5,071.0  |              |  |   | 4,502.9           |   |  |                          | 58,092.5 |   |                        |   | (72,013.9  | ) |  |   | 7,907.9 
|Less: Contra account                                           |  |           | (4,347.5 | ) |                  |   | 90.1     |              |  |   | (415.2            | ) |  |                          | (4,022.2 | ) |                        |   | 8,694.8    |   |  |   | -       
|Total shareholders equity                                     |  |           | 7,907.9  |   |                  |   | 5,161.1  |              |  |   | 4,087.7           |   |  |                          | 54,070.3 |   |                        |   | (63,319.1  | ) |  |   | 7,907.9 
|Total liabilities and equity                                   |  | $         | 10,050.1 |   |                  | $ | 10,945.8 |              |  | $ | 16,588.9          |   |  | $                        | 82,009.3 |   |                        | $ | (105,217.9 | ) |  | $ | 14,376.2



F-60



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##### Table of Contents

Condensed Consolidating Statement of Cash Flows

For the year ended December 31, 2008



|                                                                 |  |           |        |   |                  |   |          |              |  |   |                   |   |  |                        |          |   |  |   |          |  
|---------------------------------------------------------------- |  | --------- | ------ | - | ---------------- | - | -------- | ------------ |  | - | ----------------- | - |  | ---------------------- | -------- | - |  | - | -------- | -
|In millions                                                      |  | IRLimited |        |   | IR GlobalHolding |   |          | IRNew Jersey |  |   | OtherSubsidiaries |   |  | IR LimitedConsolidated |         
|Net cash (used in) provided by continuing operating activities   |  | $         | (74.2  | ) |                  | $ | (82.4    | )            |  | $ | (708.3            | ) |  | $                      | 1,221.7  |   |  | $ | 356.8    |  
|Net cash (used in) provided by discontinued operating activities |  |           |       |   |                  |   |         |              |  |   | (2.6              | ) |  |                        | (23.3    | ) |  |   | (25.9    | )
|                                                                 |  |           |        |   |                 
|Cash flows from investing activities:                            |  |           |        |   |                  |   |          |              |  |   |                   |   |  |                        |          |   |  |   |          |  
|Capital expenditures                                             |  |           |       |   |                  |   |         |              |  |   | (31.0             | ) |  |                        | (275.0   | ) |  |   | (306.0   | )
|Proceeds from sale of property, plant and equipment              |  |           |       |   |                  |   |         |              |  |   | (8.4              | ) |  |                        | 85.8     |   |  |   | 77.4     |  
|Acquisitions, net of cash                                        |  |           |       |   |                  |   |         |              |  |   |                  |   |  |                        | (7,107.3 | ) |  |   | (7,107.3 | )
|Proceeds from business dispositions                              |  |           |       |   |                  |   |         |              |  |   | 21.7              |   |  |                        | 31.2     |   |  |   | 52.9     |  
|Proceeds from the sale of marketable securities                  |  |           |       |   |                  |   |         |              |  |   | 8.0               |   |  |                        | (0.2     | ) |  |   | 7.8      |  
|Other                                                            |  |           |       |   |                  |   |         |              |  |   | (7.9              | ) |  |                        | (23.3    | ) |  |   | (31.2    | )
|Net cash (used in) provided by continuing investing activities   |  |           |       |   |                  |   |         |              |  |   | (17.6             | ) |  |                        | (7,288.8 | ) |  |   | (7,306.4 | )
|Net cash (used in) provided by discontinued investing activities |  |           |       |   |                  |   |         |              |  |   |                  |   |  |                        |         |   |  |   |         |  
|                                                                 |  |           |        |   |                 
|Cash flows from financing activities:                            |  |           |        |   |                  |   |          |              |  |   |                   |   |  |                        |          |   |  |   |          |  
|Net proceeds (repayments) in debt                                |  |           |       |   |                  |   | 3,351.4  |              |  |   | (209.7            | ) |  |                        | (157.3   | ) |  |   | 2,984.4  |  
|Debt issue costs                                                 |  |           |       |   |                  |   | (23.0    | )            |  |   |                  |   |  |                        |         |   |  |   | (23.0    | )
|Net inter-company (payments) proceeds                            |  |           | 516.6  |   |                  |   | (5,275.8 | )            |  |   | 365.5             |   |  |                        | 4,393.7  |   |  |   |         |  
|Proceeds from the exercise of stock options                      |  |           | 18.5   |   |                  |   |         |              |  |   |                  |   |  |                        |         |   |  |   | 18.5     |  
|Excess tax benefit from share-based compensation                 |  |           |       |   |                  |   |         |              |  |   | 19.5              |   |  |                        | (6.4     | ) |  |   | 13.1     |  
|Dividends (paid) received                                        |  |           | (461.5 | ) |                  |   | 53.8     |              |  |   | 16.4              |   |  |                        | 178.4    |   |  |   | (212.9   | )
|Repurchase of common shares by subsidiary                        |  |           |       |   |                  |   | (2.0     | )            |  |   |                  |   |  |                        |         |   |  |   | (2.0     | )
|Net cash (used in) provided by continuing financing activities   |  |           | 73.6   |   |                  |   | (1,895.6 | )            |  |   | 191.7             |   |  |                        | 4,408.4  |   |  |   | 2,778.1  |  
|Net cash (used in) provided by discontinued financing activities |  |           |       |   |                  |   |         |              |  |   |                  |   |  |                        |         |   |  |   |         |  
|                                                                 |  |           |        |   |                 
|Effect of exchange rate changes on cash and cash equivalents     |  |           |       |   |                  |   |         |              |  |   |                  |   |  |                        | 12.3     |   |  |   | 12.3     |  
|                                                                 |  |           |        |   |                 
|Net (decrease) increase in cash and cash equivalents             |  |           | (0.6   | ) |                  |   | (1,978.0 | )            |  |   | (536.8            | ) |  |                        | (1,669.7 | ) |  |   | (4,185.1 | )
|Cash and cash equivalents - beginning of period                  |  |           | 0.6    |   |                  |   | 1,979.1  |              |  |   | 545.4             |   |  |                        | 2,210.2  |   |  |   | 4,735.3  |  
|Cash and cash equivalents - end of period                        |  | $         |       |   |                  | $ | 1.1      |              |  | $ | 8.6               |   |  | $                      | 540.5    |   |  | $ | 550.2    |  



F-61



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##### Table of Contents

Condensed Consolidating Statement of Cash Flows

For the year ended December 31, 2007



|                                                                 |  |           |         |   |                  |   |          |              |  |   |                   |   |  |                        |          |   |  |   |          |  
|---------------------------------------------------------------- |  | --------- | ------- | - | ---------------- | - | -------- | ------------ |  | - | ----------------- | - |  | ---------------------- | -------- | - |  | - | -------- | -
|In millions                                                      |  | IRLimited |         |   | IR GlobalHolding |   |          | IRNew Jersey |  |   | OtherSubsidiaries |   |  | IR LimitedConsolidated |         
|Net cash (used in) provided by continuing operating activities   |  | $         | (100.0) |   |                  | $ | -        |              |  | $ | (457.8            | ) |  | $                      | 1,387.7  |   |  | $ | 829.9    |  
|Net cash (used in) provided by discontinued operating activities |  |           | -       |   |                  |   | -        |              |  |   | (37.0             | ) |  |                        | 103.2    |   |  |   | 66.2     |  
|                                                                 |  |           |         |   |                 
|Cash flows from investing activities:                            |  |           |         |   |                  |   |          |              |  |   |                   |   |  |                        |          |   |  |   |          |  
|Capital expenditures                                             |  |           | -       |   |                  |   | -        |              |  |   | (24.7             | ) |  |                        | (95.0    | ) |  |   | (119.7   | )
|Proceeds from sale of property, plant and equipment              |  |           | -       |   |                  |   | -        |              |  |   | 4.6               |   |  |                        | 9.6      |   |  |   | 14.2     |  
|Acquisitions, net of cash                                        |  |           | -       |   |                  |   | -        |              |  |   | (0.6              | ) |  |                        | (25.1    | ) |  |   | (25.7    | )
|Proceeds from business dispositions                              |  |           | -       |   |                  |   | -        |              |  |   | 3,076.7           |   |  |                        | 3,077.6  |   |  |   | 6,154.3  |  
|Proceeds from the sale of marketable securities                  |  |           | -       |   |                  |   | -        |              |  |   | -                 |   |  |                        | 0.7      |   |  |   | 0.7      |  
|Other                                                            |  |           | -       |   |                  |   | -        |              |  |   | (0.3              | ) |  |                        | 28.9     |   |  |   | 28.6     |  
|Net cash (used in) provided by continuing investing activities   |  |           | -       |   |                  |   | -        |              |  |   | 3,055.7           |   |  |                        | 2,996.7  |   |  |   | 6,052.4  |  
|Net cash (used in) provided by discontinued investing activities |  |           | -       |   |                  |   | -        |              |  |   | (4.7              | ) |  |                        | (53.0    | ) |  |   | (57.7    | )
|                                                                 |  |           |         |   |                 
|Cash flows from financing activities:                            |  |           |         |   |                  |   |          |              |  |   |                   |   |  |                        |          |   |  |   |          |  
|Net proceeds (repayments) in debt                                |  |           | (378.0  | ) |                  |   | -        |              |  |   | (49.4             | ) |  |                        | (122.3   | ) |  |   | (549.7   | )
|Net inter-company (payments) proceeds                            |  |           | 776.2   |   |                  |   | 3,924.1  |              |  |   | (2,088.6          | ) |  |                        | (2,611.7 | ) |  |   | -        |  
|Proceeds from the exercise of stock options                      |  |           | 160.2   |   |                  |   | -        |              |  |   | -                 |   |  |                        | -        |   |  |   | 160.2    |  
|Excess tax benefit from share-based compensation                 |  |           | -       |   |                  |   | -        |              |  |   | 29.1              |   |  |                        | 7.0      |   |  |   | 36.1     |  
|Dividends (paid) received                                        |  |           | (459.5  | ) |                  |   | 54.9     |              |  |   | 16.4              |   |  |                        | 178.4    |   |  |   | (209.8   | )
|Repurchase of common shares by subsidiary                        |  |           | -       |   |                  |   | (1,999.9 | )            |  |   | -                 |   |  |                        | -        |   |  |   | (1,999.9 | )
|Net cash (used in) provided by continuing financing activities   |  |           | 98.9    |   |                  |   | 1,979.1  |              |  |   | (2,092.5          | ) |  |                        | (2,548.6 | ) |  |   | (2,563.1 | )
|Net cash (used in) provided by discontinued financing activities |  |           | -       |   |                  |   | -        |              |  |   | -                 |   |  |                        | -        |   |  |   | -        |  
|                                                                 |  |           |         |   |                 
|Effect of exchange rate changes on cash and cash equivalents     |  |           | -       |   |                  |   | -        |              |  |   | -                 |   |  |                        | 51.8     |   |  |   | 51.8     |  
|                                                                 |  |           |         |   |                 
|Net (decrease) increase in cash and cash equivalents             |  |           | (1.1    | ) |                  |   | 1,979.1  |              |  |   | 463.7             |   |  |                        | 1,937.8  |   |  |   | 4,379.5  |  
|Cash and cash equivalents - beginning of period                  |  |           | 1.7     |   |                  |   | -        |              |  |   | 81.7              |   |  |                        | 272.4    |   |  |   | 355.8    |  
|Cash and cash equivalents - end of period                        |  | $         | 0.6     |   |                  | $ | 1,979.1  |              |  | $ | 545.4             |   |  | $                      | 2,210.2  |   |  | $ | 4,735.3  |  



F-62



---

##### Table of Contents

Condensed Consolidating Statement of Cash Flows

For the year ended December 31, 2006



|                                                                 |  |   |           |   |  |   |                  |   |  |   |              |   |  |   |                   |   |  |   |                        |  
|---------------------------------------------------------------- |  | - | --------- | - |  | - | ---------------- | - |  | - | ------------ | - |  | - | ----------------- | - |  | - | ---------------------- | -
|In millions                                                      |  |   | IRLimited |   |  |   | IR GlobalHolding |   |  |   | IRNew Jersey |   |  |   | OtherSubsidiaries |   |  |   | IR LimitedConsolidated |  
|Net cash (used in) provided by continuing operating activities   |  | $ | (67.4     | ) |  | $ | -                |   |  | $ | (83.3        | ) |  | $ | 963.8             |   |  | $ | 813.1                  |  
|Net cash (used in) provided by discontinued operating activities |  |   | -         |   |  |   | -                |   |  |   | 173.4        |   |  |   | (31.7             | ) |  |   | 141.7                  |  
|                                                                 |  |   |           |   | 
|Cash flows from investing activities:                            |  |   |           |   |  |   |                  |   |  |   |              |   |  |   |                   |   |  |   |                        |  
|Capital expenditures                                             |  |   | -         |   |  |   | -                |   |  |   | (43.8        | ) |  |   | (101.0            | ) |  |   | (144.8                 | )
|Proceeds from sale of property, plant and equipment              |  |   | -         |   |  |   | -                |   |  |   | 0.9          |   |  |   | 8.7               |   |  |   | 9.6                    |  
|Acquisitions, net of cash                                        |  |   | -         |   |  |   | -                |   |  |   | (11.8        | ) |  |   | (37.9             | ) |  |   | (49.7                  | )
|Proceeds from business dispositions                              |  |   | -         |   |  |   | -                |   |  |   | -            |   |  |   | -                 |   |  |   | -                      |  
|Proceeds from the sale of marketable securities                  |  |   | -         |   |  |   | 151.4            |   |  |   | -            |   |  |   | 4.4               |   |  |   | 155.8                  |  
|Other                                                            |  |   | -         |   |  |   | -                |   |  |   | -            |   |  |   | 0.4               |   |  |   | 0.4                    |  
|Net cash (used in) provided by continuing investing activities   |  |   | -         |   |  |   | 151.4            |   |  |   | (54.7        | ) |  |   | (125.4            | ) |  |   | (28.7                  | )
|Net cash (used in) provided by discontinued investing activities |  |   | -         |   |  |   | -                |   |  |   | (8.7         | ) |  |   | (123.8            | ) |  |   | (132.5                 | )
|                                                                 |  |   |           |   | 
|Cash flows from financing activities:                            |  |   |           |   |  |   |                  |   |  |   |              |   |  |   |                   |   |  |   |                        |  
|Net proceeds (repayments) in debt                                |  |   | 379.1     |   |  |   | -                |   |  |   | (499.7       | ) |  |   | (19.9             | ) |  |   | (140.5                 | )
|Net inter-company (payments) proceeds                            |  |   | (7.3      | ) |  |   | 847.0            |   |  |   | 323.1        |   |  |   | (1,162.8          | ) |  |   | -                      |  
|Proceeds from the exercise of stock options                      |  |   | 95.7      |   |  |   | -                |   |  |   | -            |   |  |   | -                 |   |  |   | 95.7                   |  
|Excess tax benefit from stock-based compensation                 |  |   | -         |   |  |   | -                |   |  |   | 8.9          |   |  |   | 6.6               |   |  |   | 15.5                   |  
|Dividends (paid) received                                        |  |   | (423.9    | ) |  |   | 22.3             |   |  |   | 15.6         |   |  |   | 168.4             |   |  |   | (217.6                 | )
|Repurchase of common shares by subsidiary                        |  |   | -         |   |  |   | (1,096.3         | ) |  |   | -            |   |  |   | -                 |   |  |   | (1,096.3               | )
|Net cash (used in) provided by continuing financing activities   |  |   | 43.6      |   |  |   | (227.0           | ) |  |   | (152.1       | ) |  |   | (1,007.7          | ) |  |   | (1,343.2               | )
|Net cash (used in) provided by discontinued financing activities |  |   | -         |   |  |   | -                |   |  |   | -            |   |  |   | -                 |   |  |   | -                      |  
|                                                                 |  |   |           |   | 
|Effect of exchange rate changes on cash and cash equivalents     |  |   | -         |   |  |   | -                |   |  |   | -            |   |  |   | 29.4              |   |  |   | 29.4                   |  
|                                                                 |  |   |           |   | 
|Net (decrease) increase in cash and cash equivalents             |  |   | (23.8     | ) |  |   | (75.6            | ) |  |   | (125.4       | ) |  |   | (295.4            | ) |  |   | (520.2                 | )
|Cash and cash equivalents - beginning of period                  |  |   | 25.5      |   |  |   | 75.6             |   |  |   | 207.1        |   |  |   | 567.8             |   |  |   | 876.0                  |  
|Cash and cash equivalents - end of period                        |  | $ | 1.7       |   |  | $ | -                |   |  | $ | 81.7         |   |  | $ | 272.4             |   |  | $ | 355.8                  |  



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##### Table of Contents

SCHEDULE II

INGERSOLL-RAND COMPANY LIMITED

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Amounts in millions)



|                                            |  |   |       |  
|------------------------------------------- |  | - | ----- | -
|Allowances for Doubtful Accounts:           |  |   |      
|                                            | 
|Balance December 31, 2005                   |  | $ | 28.3  |  
|Net reductions in costs and expenses        |  |   | (11.4 | )
|Deductions *                                |  |   | (11.4 | )
|Business acquisitions and divestitures, net |  |   | 1.4   |  
|Currency translation                        |  |   | 1.4   |  
|                                            | 
|Balance December 31, 2006                   |  |   | 8.3   |  
|Additions charged to costs and expenses     |  |   | 9.8   |  
|Deductions *                                |  |   | (7.2  | )
|Business acquisitions and divestitures, net |  |   | 0.4   |  
|Currency translation                        |  |   | 0.9   |  
|                                            | 
|Balance December 31, 2007                   |  |   | 12.2  |  
|Additions charged to costs and expenses     |  |   | 15.1  |  
|Deductions *                                |  |   | (15.6 | )
|Business acquisitions and divestitures, net |  |   | 43.6  |  
|Currency translation                        |  |   | (4.1  | )
|                                            | 
|Balance December 31, 2008                   |  | $ | 51.2  |  



|(*) | Deductions include accounts and advances written off, less recoveries.
|--- | ------------------------------------------------------------------------



F-64



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##### Table of Contents

SCHEDULE II

INGERSOLL-RAND COMPANY LIMITED

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Amounts in millions)



|                          |  |   |       |  
|------------------------- |  | - | ----- | -
|Reserve for LIFO:         |  |   |      
|                          | 
|Balance December 31, 2005 |  | $ | 77.9  |  
|Additions                 |  |   | 19.7  |  
|Reductions                |  |   | (2.2  | )
|                          | 
|Balance December 31, 2006 |  |   | 95.4  |  
|Additions                 |  |   | -     |  
|Reductions                |  |   | (11.1 | )
|                          | 
|Balance December 31, 2007 |  |   | 84.3  |  
|Additions                 |  |   | 38.4  |  
|Reductions                |  |   | (9.2  | )
|                          | 
|Balance December 31, 2008 |  | $ | 113.5 |  



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