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Ingersoll-Rand Announces Third-quarter 2002 Diluted EPS of 61 Cents, Excluding Restructuring; Results Meet Expectations

    HAMILTON, Bermuda--Oct. 17, 2002--Ingersoll-Rand Company Limited , a leading diversified industrial enterprise, today announced third-quarter 2002 net earnings of $104.5 million, or diluted earnings per share (DEPS) of $0.61, excluding charges related to restructuring and productivity investments.
    These results are consistent with the company's previous expectations. Reported net earnings for the third quarter were $89.3 million, or DEPS of $0.53, which included charges for restructuring and productivity investments amounting to $0.08 DEPS.
    Third-quarter 2002 net revenues of $2,518.1 million were approximately 6% higher than 2001 and increased by 4%, excluding acquisitions. The Industrial Solutions, Infrastructure and Security and Safety sectors all experienced revenue growth in the quarter compared to last year, despite sluggish end markets. The company continues to make progress in increasing recurring revenues, which include revenues derived from installation, parts and service. Total recurring revenues grew by 6% compared to the third quarter of 2001, and accounted for 23% of total revenues.

    Sale of Engineered Solutions
    On October 16, IR announced that it has agreed to sell its Engineered Solutions business to The Timken Company. The transaction will consist of $700 million in cash and $140 million of Timken common stock. The sale, which is subject to government regulatory approvals and debt and equity financing, is targeted to close by the end of the first quarter of 2003.
    Engineered Solutions is comprised of IR's worldwide operations relating to precision bearings and motion-control components and assemblies, and includes the Torrington, Fafnir, Kilian, Nadella and IRB brands.
    The business, which had 2001 revenues of $1.1 billion, employs approximately 10,500 people and operates 27 plants throughout the world. Excluding restructuring and productivity investments, the Engineered Solutions segment reported operating earnings of $63.8 million for the nine months ended September 30, 2002. Beginning in the fourth quarter, in accordance with generally accepted accounting principles, the results of Engineered Solutions will be reclassified to discontinued operations for 2002 and preceding years.

    Goodwill Accounting
    Effective January 1, 2002, the company adopted Financial Accounting Standard No. 142 (FAS 142), which states that goodwill and intangible assets deemed to have indefinite lives are no longer subject to amortization, but are to be tested for impairment at least annually. The first three quarters of 2001 each included approximately $35 million of pre-tax goodwill amortization expense ($105 million year-to-date) or $0.18 DEPS ($0.54 DEPS year-to-date).

    Charges for Restructuring and Productivity Investments
    During 2001, IR substantially completed a program that was initiated in 2000 to reduce costs and accelerate productivity initiatives throughout the company. IR initiated a second round of this program in the fourth quarter of 2001 focused on reducing general and administrative expense. Including the integration of the Hussmann acquisition, these programs, through September 30, 2002, have resulted in the closure of 28 plants and a workforce reduction of approximately 6,750 employees.
    The company recorded $21.4 million in pre-tax charges related to the restructuring and productivity investments program in the third quarter. Since the third quarter of 2000, these initiatives have resulted in total spending of $425.7 million and are expected to be completed by December 2002.

    Third-quarter Business Review
    The business sector review of 2002 operating income and margins is on a comparable basis to 2001, excluding goodwill amortization and charges for restructuring and productivity investments.
    The Climate Control Sector provides solutions to transport, preserve, store and display temperature-sensitive products, and includes the market-leading brands of Thermo King and Hussmann.
    Revenues for the sector decreased by 2%, compared to the third quarter of 2001. Operating margins declined from 9.4% in 2001 to 6.5% in 2002, due to reduced North American volume at Hussmann.
    Stationary refrigeration revenues in the third quarter decreased by 10%, compared to last year, as supermarket customers exhibited continued restraint in capital spending due to their reduced profits from sluggish revenue growth and competitive pricing in the food industry. Taylor Industries and NRS (acquired in the first and second quarters of 2001, respectively) have been integrated into the existing Hussmann business to create a complete coast-to-coast U.S. service network. The company continues to expand large multi-store programs, and currently provides comprehensive service to more than 2,900 stores for several major retail chains. The installation, service and parts business accounted for approximately 30% of total stationary refrigeration revenues in the quarter.
    Thermo King revenues for the quarter increased by 10% compared to last year's third quarter. The North American market for refrigerated trailers improved compared to the first half of 2002 and the third quarter of 2001. European truck and trailer volumes also increased compared to last year. Pricing on refrigerated trailers stabilized during the second quarter of 2002 and the pricing pressures experienced in 2001 will likely abate further as volumes recover.
    The Industrial Solutions Sector is composed of a diverse group of businesses focused on providing solutions to enhance customers' industrial efficiency. Sector revenues increased by 9% (5% excluding acquisitions), as the continued weakness in the worldwide industrial economy was more than offset by increased activity in oil- and gas-related markets served by Dresser-Rand, automotive markets served by Engineered Solutions and by recurring revenue growth in the Air Solutions business. Third-quarter 2002 operating margins were 5.4% compared to 6.1% in 2001, reflecting a mix shift to a higher percentage of sector revenues coming from Dresser-Rand and the costs associated with the company's investment in the PowerWorks(R) microturbine.
    Air and Productivity Solutions provides equipment and services for compressed air systems, tools, fluid power products and the company's Energy Systems business, which produces PowerWorks microturbines. Total revenues increased by approximately 2% to $328.3 million due primarily to increased aftermarket revenues, which offset continuing stagnant North American industrial activity. Air Solutions revenues increased by 4% compared to the third quarter of 2001 despite weak end-market demand. The aftermarket business continued to produce positive results with growth of 6% in parts and service revenues, which accounted for 47% of total Air Solutions revenues. The Air Care program, which offers comprehensive service and maintenance for all makes of air compressors, expanded to 6,100 customers, an increase of 2,680 customers year-to-date. Third-quarter operating margins for Air and Productivity Solutions were 6.1%, compared to 6.5% in 2001, with the decline reflecting increased spending in developing the PowerWorks microturbine business. High natural gas prices and delays in major California projects limited sales opportunity for the microturbine product line in the third quarter. Marketing and product development activity was concentrated on environmental opportunities in land fills and waste water treatment applications for the new 250 kilowatt machine, which is expected to be commercially available in the first half of 2003.
    Engineered Solutions provides motion control applications to both the automotive OEM and industrial aftermarkets. Third-quarter revenues increased by 16% compared to last year, primarily reflecting the acquisition of Nadella in the fourth quarter of 2001. Excluding Nadella, revenues increased by 4%, reflecting volume increases in the automotive bearings businesses. Operating margins were 5.7% of revenues compared to 8.0% in 2001, with the decline principally attributable to the acquisition of Nadella, and higher employee benefit and insurance costs.
    Dresser-Rand (D-R) is a leader in energy conversion technology and is positioned to deliver complete package solutions to the oil, gas, chemical and petrochemical industries. D-R's third-quarter revenues of $230.5 million increased by 11% compared to last year. D-R reported an operating profit of $9.1 million in the third quarter of 2002, compared to $6.5 million in the prior year. The improved earnings reflect the volume increase and ongoing cost reduction activities. D-R's end markets continue to show good activity levels compared to last year. The backlog totaled $922 million at September 30, 2002, a 30% increase compared to the third quarter of 2001.
    The Infrastructure Sector includes Bobcat(R) compact equipment, Club Car(R) golf cars and utility vehicles and Ingersoll-Rand(R) road pavers, compactors, portable-power products and drilling equipment. Total sector revenues increased by approximately 8% to $623.9 million and operating margins were 7.5%, compared to 8.0% in 2001. Despite sluggish construction markets in North America, Bobcat compact equipment revenues increased by 10% compared to last year due to new product introductions and higher market shares. Margins improved, reflecting the volume gains and the benefits of productivity initiatives. Road Development and Portable Power revenues were significantly weaker than previous forecasts; margins declined reflecting soft road-repair markets and unfavorable pricing in North America. Club Car experienced revenue gains of 10% compared to 2001, reflecting new product sales and fleet golf car market share gains. Club Car margins improved reflecting the volume gains.
    The Security and Safety Sector includes architectural hardware products, mechanical locks, and electronic and biometric access-control technologies. Third-quarter revenues increased by 11% (6% excluding acquisitions) to $401.2 million, with revenue increases in both the commercial and residential security markets. Electronic access control revenues were particularly strong with an increase in third-quarter revenues of more than 25% compared to last year. Operating margins remained strong at 18.8%, compared to 21.1% in 2001. The high operating margins reflect improved volumes and ongoing productivity initiatives, partially offset by continued strong investment in security and safety growth initiatives.

    Comparisons of Other Quarterly Income Statement Items
    Interest expense of $59.1 million for the third quarter of 2002 was $7.0 million below the 2001 third quarter due to lower year-over-year debt levels and a decline in interest rates.
    Other expense totaled $0.1 million of net expense for the third quarter, compared to $18.1 million of net expense in last year's third quarter. The improvement reflects proceeds from an insurance settlement, a gain on the sale of a facility, and lower foreign exchange losses compared to the prior year.
    The company's effective tax rate, excluding restructuring, for the third quarter of 2002 was 20.0%, compared to 19.3% in the third quarter of 2001. The third quarter 2001 tax rate included the one-time benefit of $13.5 million in tax credits realized through IR's foreign sales corporations. The full-year effective tax rate for 2002 is expected to be 20%, excluding restructuring charges.

    2002 Outlook
    "The macro economic environment in the third quarter continued to be weak and many of our major end markets are mired in a sluggish activity pattern," said Herbert L. Henkel, chairman, president and chief executive officer of Ingersoll-Rand. "Despite the weak economy, we realized double-digit revenue gains in some of our businesses, most notably, Security and Safety and Bobcat.
    "Full-year results are expected to be in the range of $2.75 - $3.00 per share, which is in line with consensus expectations. These expected results include Engineered Solutions, which will be classified as a discontinued operation.
    "At this point there is no credible evidence to suggest that there will be a sustained upward movement in demand for the balance of 2002. Our current expectation for the fourth quarter of 2002 is for continued sluggish order and sales activity. Included in our forecast is the normal seasonal earnings improvement at Dresser-Rand and payments from the Continued Dumping and Subsidy Act which will provide pre-tax income in the range of $50-60 million.
    "Full-year free cash flow is expected to be approximately $500 million, before restructuring and productivity investments. This will be the fifth consecutive year IR attains this level of cash flow performance."

    IR is a leading innovation and solutions provider for the major global markets of Security and Safety, Climate Control, Industrial Solutions and Infrastructure. The company's diverse product portfolio encompasses such leading industrial and commercial brands as Schlage locks and security solutions; Thermo King transport temperature control equipment; Hussmann commercial and retail refrigeration equipment; Bobcat compact equipment; Club Car golf cars and utility vehicles; Torrington bearings and components; PowerWorks microturbines; and Ingersoll-Rand industrial and construction equipment. In addition, IR offers products and services under many more premium brands for customers in industrial and commercial markets. Further information on IR can be found on the company's web site at www.irco.com.
    This news release includes "forward-looking statements" that involve risks and uncertainties. Political, economic, climatic, currency, tax, regulatory, technological, competitive and other factors could cause actual results to differ materially from those anticipated in the forward-looking statements. Additional information regarding these risk factors and uncertainties is detailed from time to time in the company's SEC filings, including but not limited to its report on Form 10-Q for the three months ended June 30, 2002.


                    INGERSOLL-RAND COMPANY LIMITED
                     Consolidated Income Statement
                     Third Quarter and Nine Months
                (In millions except per share amounts)

                               UNAUDITED

                             Three Months            Nine Months
                          Ended September 30,    Ended September 30,
                          -------------------    -------------------
                            2002       2001        2002       2001
                          --------   --------    --------   --------

Revenues                  $2,518.1   $2,374.9    $7,411.4   $7,125.5

Cost of goods sold         1,951.5    1,865.0     5,720.6    5,585.6

Selling & administrative 
 expenses                    387.5      368.8     1,114.6    1,066.3

Restructuring charges         10.7       25.6        29.8       57.2
                          --------   --------    --------   --------

Operating income             168.4      115.5       546.4      416.4

Interest expense             (59.1)     (66.1)     (178.1)    (191.7)

Other income/(expense)        (0.1)     (18.1)      (28.8)     (26.8)

                          --------   --------    --------   --------

Earnings before taxes        109.2       31.3       339.5      197.9

Provision for taxes           19.9       (2.6)       61.9       51.8
                          --------   --------    --------   --------

Net earnings before 
 cumulative effect of 
  change in accounting 
   principle                  89.3       33.9       277.6      146.1

Cumulative effect of 
 change in accounting     
  principle, net of tax          -          -      (634.5)         -
                          --------   --------    --------   --------

Net earnings/(loss)       $   89.3   $   33.9    $ (356.9)  $  146.1
                          ========   ========    ========   ========

Basic earnings per share
------------------------
 Net earnings before 
  cumulative effect of 
   change in accounting 
    principle             $   0.53   $   0.20    $   1.64   $   0.89

 Cumulative effect of 
  change in accounting 
   principle, net of tax         -          -       (3.76)         -
                          --------   --------    --------   --------
                          $   0.53   $   0.20    $  (2.12)  $   0.89
                          ========   ========    ========   ========

Diluted earnings per share
--------------------------
 Net earnings before 
  cumulative effect of 
   change in accounting 
    principle             $   0.53   $   0.20    $   1.63   $   0.88

 Cumulative effect of 
  change in accounting 
   principle, net of tax         -          -       (3.72)         -
                          --------   --------    --------   --------
                          $   0.53   $   0.20    $  (2.09)  $   0.88
                          ========   ========    ========   ========
Average number of common 
 shares outstanding:
  Basic                      169.2      168.3       168.8      164.3
  Diluted                    169.9      169.2       170.3      165.5


                   INGERSOLL-RAND COMPANY LIMITED                     
                           Business Review                            
                    Third Quarter and Nine Months                     
                  (In millions except percentages)                    

                              UNAUDITED                               

                               Three Months          Nine Months      
                            Ended September 30,  Ended September 30,  
                            ------------------   ------------------  
                              2002      2001       2002      2001   
                            --------  --------   --------  --------  
Climate Control                                                       
---------------------------                                           
Revenues                    $  639.5  $  652.4   $1,769.2  $1,771.2   
Operating income                41.5      24.4      102.0      25.5   
 and as a % of revenues          6.5%      3.7%       5.8%      1.4%  

Industrial Solutions                                                  
---------------------------                                           
Air & Productivity                                                    
 Solutions                                                            
Revenues                       328.3     320.8      961.5     986.0   
Operating income                12.0       2.7       51.5      52.2   
 and as a % of revenues          3.7%      0.8%       5.4%      5.3%  

Dresser Rand                                                          
Revenues                       230.5     208.3      677.0     571.1   
Operating income/(loss)          9.1       3.5        8.9      (9.4)  
 and as a % of revenues          3.9%      1.7%       1.3%     -1.6%  

Engineered Solutions                                                  
Revenues                       294.7     254.4      904.7     796.7   
Operating income                 9.4      13.2       46.4      48.9   
 and as a % of revenues          3.2%      5.2%       5.1%      6.1%  

Industrial Solutions                                                  
---------------------------                                           
Revenues                       853.5     783.5    2,543.2   2,353.8   
Operating income                30.5      19.4      106.8      91.7   
 and as a % of revenues          3.6%      2.5%       4.2%      3.9%  

Infrastructure                                                        
---------------------------                                           
Revenues                       623.9     578.5    1,988.3   1,959.6   
Operating income                44.7      34.5      197.1     190.3   
 and as a % of revenues          7.2%      6.0%       9.9%      9.7%  

Security & Safety                                                     
---------------------------                                           
Revenues                       401.2     360.5    1,110.7   1,040.9   
Operating income                70.3      61.2      200.7     171.8   
 and as a % of revenues         17.5%     17.0%      18.1%     16.5%  

Total                                                                 
---------------------------                                           
Revenues                    $2,518.1  $2,374.9   $7,411.4  $7,125.5   
Operating income               187.0     139.5      606.6     479.3   
 and as a % of revenues          7.4%      5.9%       8.2%      6.7%  

Unallocated corporate                                                 
 expense                       (18.6)    (24.0)     (60.2)    (62.9)  
                            --------  --------   --------  --------  

Consolidated operating                                                
 income                     $  168.4  $  115.5   $  546.4  $  416.4   
                            ========  ========   ========  ========  
 and as a % of revenues          6.7%      4.9%       7.4%      5.8%  



                      INGERSOLL-RAND COMPANY LIMITED                  
                    Consolidated Income Reconciliation                
                              Third Quarter                           
                  (In millions except per share amounts)              

                                UNAUDITED                             

                          2002                        2001            
               --------------------------  -------------------------- 
                         Restr-                      Restr-           
                         ucture                      ucture           
               Reported   and    Adjusted  Reported   and    Adjusted 
                          Other                       Other           
                Results  Charges  Results   Results  Charges  Results 
               --------  ------- --------  --------  ------- -------- 

Revenues       $2,518.1  $     - $2,518.1  $2,374.9  $     - $2,374.9 

Cost of goods                                                         
 sold           1,951.5     9.1   1,942.4   1,865.0    24.4   1,840.6 

Selling &                                                             
 adminis-                                                             
 trative                                                              
  expenses        387.5     1.6     385.9     368.8    13.2     355.6 

Restructuring                                                         
 charges           10.7    10.7         -      25.6    25.6         - 
               --------  ------- --------  --------  ------- -------- 

Operating                                                             
 income           168.4   (21.4)    189.8     115.5   (63.2)    178.7 

Interest                                                              
 expense          (59.1)      -     (59.1)    (66.1)      -     (66.1)

Other income/                                                         
 (expense)         (0.1)      -      (0.1)    (18.1)      -     (18.1)
                                                                      
               --------  ------- --------  --------  ------- -------- 

Earnings                                                              
 before taxes     109.2   (21.4)    130.6      31.3   (63.2)     94.5 

Provision for                                                         
 taxes             19.9    (6.2)     26.1      (2.6)  (20.8)     18.2 
               --------  ------- --------  --------  ------- -------- 

Net earnings                                                          
 before                                                               
 cumulative                                                           
 effect                                                               
 of change in                                                         
  accounting                                                          
  principle       $89.3  $(15.2)   $104.5     $33.9  $(42.4)    $76.3 
               ========  ======= ========  ========  ======= ======== 


Earnings per                                                          
 share:                                                               
--------------                                                        

 - Basic       $   0.53          $   0.62  $   0.20          $   0.45 

 - Diluted     $   0.53          $   0.61  $   0.20          $   0.45 


Average number                                                        
 of common                                                            
 shares                                                               
  outstanding:                                                        
    Basic         169.2             169.2     168.3             168.3 
    Diluted       169.9             169.9     169.2             169.2




                    INGERSOLL-RAND COMPANY LIMITED                    
                    Business Review Reconciliation                    
                            Third Quarter                             
                   (In millions except percentages)                   

                              UNAUDITED                               


                                                    2002              
                                       -------------------------------
                                                 Restructure          
                                       Reported    & Other   Adjusted 
                                        Results    Charges    Results 
                                       --------  ----------- --------
Climate Control                                                       
--------------------------------------                                
Revenues                               $  639.5  $        -  $  639.5 
Operating income                           41.5         0.1      41.4 
 and as a % of revenues                     6.5%                  6.5%

Industrial Solutions                                                  
--------------------------------------                                
Air & Productivity Solutions                                          
Revenues                                  328.3           -     328.3 
Operating income                           12.0        (7.9)     19.9 
 and as a % of revenues                     3.7%                  6.1%

Dresser Rand                                                          
Revenues                                  230.5           -     230.5 
Operating income                            9.1           -       9.1 
 and as a % of revenues                     3.9%                  3.9%

Engineered Solutions                                                  
Revenues                                  294.7           -     294.7 
Operating income                            9.4        (7.3)     16.7 
 and as a % of revenues                     3.2%                  5.7%

Industrial Solutions                                                  
--------------------------------------                                
Revenues                                  853.5           -     853.5 
Operating income                           30.5       (15.2)     45.7 
 and as a % of revenues                     3.6%                  5.4%

Infrastructure                                                        
--------------------------------------                                
Revenues                                  623.9           -     623.9 
Operating income                           44.7        (2.1)     46.8 
 and as a % of revenues                     7.2%                  7.5%

Security & Safety                                                     
--------------------------------------                                
Revenues                                  401.2           -     401.2 
Operating income                           70.3        (5.1)     75.4 
 and as a % of revenues                    17.5%                 18.8%

Total                                                                 
--------------------------------------                                
Revenues                               $2,518.1  $        -  $2,518.1 
Operating income                          187.0       (22.3)    209.3 
 and as a % of revenues                     7.4%                  8.3%

Unallocated corporate expense             (18.6)        0.9     (19.5)
                                       --------  ----------- --------

Consolidated operating income          $  168.4  $    (21.4) $  189.8 
                                       ========  =========== ========
 and as a % of revenues                     6.7%                  7.5%





                                               2001                   
                          --------------------------------------------
                                    Restructure            Excluding  
                          Reported    & Other   Adjusted    Goodwill  
                           Results    Charges    Results Amortization*
                          --------    --------  --------     --------
Climate Control                                                       
-------------------------                                             
Revenues                  $  652.4    $      -  $  652.4     $  652.4 
Operating income              24.4       (14.7)     39.1         61.1 
 and as a % of revenues        3.7%                  6.0%         9.4%

Industrial Solutions                                                  
-------------------------                                             
Air & Productivity                                                    
 Solutions                                                            
Revenues                     320.8           -     320.8        320.8 
Operating income               2.7       (17.4)     20.1         20.9 
 and as a % of revenues        0.8%                  6.3%         6.5%

Dresser Rand                                                          
Revenues                     208.3           -     208.3        208.3 
Operating income               3.5        (0.7)      4.2          6.5 
 and as a % of revenues        1.7%                  2.0%         3.1%

Engineered Solutions                                                  
Revenues                     254.4           -     254.4        254.4 
Operating income              13.2        (7.2)     20.4         20.4 
 and as a % of revenues        5.2%                  8.0%         8.0%

Industrial Solutions                                                  
-------------------------                                             
Revenues                     783.5           -     783.5        783.5 
Operating income              19.4       (25.3)     44.7         47.8 
 and as a % of revenues        2.5%                  5.7%         6.1%

Infrastructure                                                        
-------------------------                                             
Revenues                     578.5           -     578.5        578.5 
Operating income              34.5        (4.8)     39.3         46.0 
 and as a % of revenues        6.0%                  6.8%         8.0%

Security & Safety                                                     
-------------------------                                             
Revenues                     360.5           -     360.5        360.5 
Operating income              61.2       (11.4)     72.6         76.1 
 and as a % of revenues       17.0%                 20.1%        21.1%

Total                                                                 
-------------------------                                             
Revenues                  $2,374.9    $      -  $2,374.9     $2,374.9 
Operating income             139.5       (56.2)    195.7        231.0 
 and as a % of revenues        5.9%                  8.2%         9.7%

Unallocated corporate                                                 
 expense                     (24.0)       (7.0)    (17.0)       (16.9)
                          --------    --------  --------     --------

Consolidated operating                                                
 income                   $  115.5    $  (63.2) $  178.7     $  214.1 
                          ========    ========  ========     ========
 and as a % of revenues        4.9%                  7.5%         9.0%


	   *   Presented for comparable purposes stating 2001 results
        excluding goodwill amortization, as if FAS 142 had been
        adopted in 2001.



                   INGERSOLL-RAND COMPANY LIMITED                     
                 Consolidated Income Reconciliation                   
                   Nine Months Ended September 30,                    
               (In millions except per share amounts)                 
 
                             UNAUDITED                               


                                                   2002               
                                      ------------------------------- 
                                                Restructure           
                                      Reported   and Other  Adjusted  
                                       Results    Charges    Results  
                                      --------  --------     -------- 

Revenues                              $7,411.4  $      -     $7,411.4  

Cost of goods                                                         
 sold                                  5,720.6      31.3      5,689.3  

Selling &                                                             
 administrative                                                       
 expenses                              1,114.6       6.1      1,108.5  

Restructuring                                                         
 charges                                  29.8      29.8            -  
                                      --------  --------     -------- 

Operating income                         546.4     (67.2)       613.6  

Interest expense                        (178.1)        -       (178.1) 

Other                                                                 
 income/(expense)                        (28.8)        -        (28.8) 
                                                                      
                                      --------  --------     -------- 

Earnings before                                                       
 taxes                                   339.5     (67.2)       406.7  

Provision for                                                         
 taxes                                    61.9     (19.4)        81.3  
                                      --------  --------     -------- 

Net earnings                                                          
 before                                                               
 cumulative                                                           
 effect                                                               
 of change in                                                         
  accounting                                                          
  principle                           $  277.6  $  (47.8)    $  325.4  
                                      ========  ========     ======== 


Earnings per                                                          
 share:                                                               
-----------------                                                     

 - Basic                              $   1.64               $   1.93  

 - Diluted                            $   1.63               $   1.91  


Average number of                                                     
 common                                                               
 shares                                                               
  outstanding:                                                        
    Basic                                168.8                  168.8  
    Diluted                              170.3                  170.3  




                                               2001                   
                                  -------------------------------     
                                            Restructure               
                                  Reported   and Other  Adjusted      
                                   Results    Charges    Results      
                                  --------  --------    --------     

Revenues                          $7,125.5  $      -    $7,125.5      

Cost of goods                                                         
 sold                              5,585.6      65.8     5,519.8      

Selling &                                                             
 administrative                                                       
 expenses                          1,066.3      31.1     1,035.2      

Restructuring                                                         
 charges                              57.2      57.2           -      
                                  --------  --------    --------     

Operating income                     416.4    (154.1)      570.5      

Interest expense                    (191.7)        -      (191.7)     

Other                                                                 
 income/(expense)                    (26.8)        -       (26.8)     
                                                                      
                                  --------  --------    --------     

Earnings before                                                       
 taxes                               197.9    (154.1)      352.0      

Provision for                                                         
 taxes                                51.8     (51.0)      102.8      
                                  --------  --------    --------     

Net earnings                                                          
 before                                                               
 cumulative                                                           
 effect                                                               
 of change in                                                         
  accounting                                                          
  principle                       $  146.1  $ (103.1)   $  249.2      
                                  ========  ========    ========     


Earnings per                                                          
 share:                                                               
-----------------                                                     

 - Basic                          $   0.89              $   1.52      

 - Diluted                        $   0.88              $   1.51      


Average number of                                                     
 common                                                               
 shares                                                               
  outstanding:                                                        
    Basic                            164.3                 164.3      
    Diluted                          165.5                 165.5      




                    INGERSOLL-RAND COMPANY LIMITED                    
                    Business Review Reconciliation                    
                   Nine Months Ended September 30,                    
                   (In millions except percentages)                   

                              UNAUDITED                               



                                                   2002               
                                      ------------------------------- 
                                               Restructure           
                                      Reported   & Other    Adjusted  
                                       Results   Charges    Results  
                                      --------  --------    -------- 
Climate                                                               
 Control                                                              
--------------                                                        
Revenues                              $1,769.2  $      -    $1,769.2  
Operating                                                             
 income                                  102.0      (9.9)      111.9  
 and as a % of                                                        
  revenues                                 5.8%                  6.3% 

Industrial                                                            
 Solutions                                                            
--------------                                                        
Air &                                                                 
 Productivity                                                         
 Solutions                                                            
Revenues                                 961.5         -       961.5  
Operating                                                             
 income                                   51.5      (9.7)       61.2  
 and as a % of                                                        
  revenues                                 5.4%                  6.4% 

Dresser Rand                                                          
Revenues                                 677.0         -       677.0  
Operating                                                           
 income/(loss)                             8.9      (1.5)       10.4  
 and as a % of                                                      
  revenues                                 1.3%                  1.5% 

Engineered                                                          
 Solutions                                                          
Revenues                                 904.7         -       904.7  
Operating                                                           
 income                                   46.4     (17.4)       63.8  
 and as a % of                                                      
  revenues                                 5.1%                  7.1% 

Industrial                                                          
 Solutions                                                          
--------------                                                      
Revenues                               2,543.2         -     2,543.2  
Operating                                                           
 income                                  106.8     (28.6)      135.4  
 and as a % of                                                        
  revenues                                 4.2%                  5.3% 

Infrastructure                                                        
--------------                                                        
Revenues                               1,988.3         -     1,988.3  
Operating                                                          
 income                                  197.1     (11.9)      209.0  
 and as a % of                                                     
  revenues                                 9.9%                 10.5% 

Security &                                                         
 Safety                                                            
--------------                                                     
Revenues                               1,110.7         -     1,110.7  
Operating                                                          
 income                                  200.7      (9.6)      210.3  
 and as a % of                                                     
  revenues                                18.1%                 18.9% 

Total                                                              
--------------                                                     
Revenues                              $7,411.4  $      -    $7,411.4  
Operating                                                          
 income                                  606.6     (60.0)      666.6  
 and as a % of                                                     
  revenues                                 8.2%                  9.0% 

Unallocated                                                        
 corporate                                                         
 expense                                 (60.2)     (7.2)      (53.0) 
                                      --------  --------    -------- 

Consolidated                                                          
 operating                                                            
 income                               $  546.4  $  (67.2)   $  613.6  
                                      ========  ========    ======== 
 and as a % of                                                        
  revenues                                 7.4%                  8.3% 



                                             2001                     
                          --------------------------------------------
                                    Restructure            Excluding  
                          Reported    & Other   Adjusted    Goodwill  
                           Results    Charges    Results Amortization*
                          --------  --------    --------     --------
Climate                                                               
 Control                                                              
--------------                                                        
Revenues                  $1,771.2  $      -    $1,771.2     $1,771.2 
Operating                                                             
 income                       25.5     (41.7)       67.2        131.7 
 and as a % of                                                      
  revenues                     1.4%                  3.8%         7.4%

Industrial                                                          
 Solutions                                                          
--------------                                                      
Air &                                                               
 Productivity                                                       
 Solutions                                                          
Revenues                     986.0         -       986.0        986.0 
Operating                                                           
 income                       52.2     (28.4)       80.6         82.7 
 and as a % of                                                      
  revenues                     5.3%                  8.2%         8.4%

Dresser Rand                                                        
Revenues                     571.1         -       571.1        571.1 
Operating                                                           
 income/(loss)                (9.4)     (8.1)       (1.3)         5.3 
 and as a % of                                                        
  revenues                    -1.6%                 -0.2%         0.9%

Engineered                                                            
 Solutions                                                            
Revenues                     796.7         -       796.7        796.7 
Operating                                                           
 income                       48.9     (22.9)       71.8         71.8 
 and as a % of                                                      
  revenues                     6.1%                  9.0%         9.0%

Industrial                                                          
 Solutions                                                          
--------------                                                      
Revenues                   2,353.8         -     2,353.8      2,353.8 
Operating                                                           
 income                       91.7     (59.4)      151.1        159.8 
 and as a % of                                                      
  revenues                     3.9%                  6.4%         6.8%

Infrastructure                                                      
--------------                                                      
Revenues                   1,959.6         -     1,959.6      1,959.6 
Operating                                                           
 income                      190.3     (15.8)      206.1        225.9 
 and as a % of                                                      
  revenues                     9.7%                 10.5%        11.5%

Security &                                                          
 Safety                                                             
--------------                                                      
Revenues                   1,040.9         -     1,040.9      1,040.9 
Operating                                                             
 income                      171.8     (24.6)      196.4        207.1 
 and as a % of                                                      
  revenues                    16.5%                 18.9%        19.9%

Total                                                               
--------------                                                      
Revenues                  $7,125.5  $      -    $7,125.5     $7,125.5 
Operating                                                           
 income                      479.3    (141.5)      620.8        724.5 
 and as a % of                                                      
  revenues                     6.7%                  8.7%        10.2%

Unallocated                                                         
 corporate                                                          
 expense                     (62.9)    (12.6)      (50.3)       (50.2)
                          --------  --------    --------     --------

Consolidated                                                          
 operating                                                            
 income                   $  416.4  $ (154.1)   $  570.5     $  674.3 
                          ========  ========    ========     ========
 and as a % of                                                        
  revenues                     5.8%                  8.0%         9.5%


	   *   Presented for comparable purposes stating 2001 results
        excluding goodwill amortization, as if FAS 142 had been
        adopted in 2001.




                    INGERSOLL-RAND COMPANY LIMITED
                 Condensed Consolidated Balance Sheet
                             (In millions)

                               UNAUDITED

                                         September 30,  December 31, 
                                            2002           2001
                                         -----------   ---------------
ASSETS
Current assets:

 Cash, cash equivalents and 
  marketable securities                    $ 114.3           $ 121.4
 Accounts and notes receivable, net        1,554.2           1,482.9
 Inventories                               1,425.8           1,295.3
 Prepaid expenses and deferred income 
  taxes                                      295.5             288.2
                                         -----------   ---------------

          Total current assets             3,389.8           3,187.8

 Property, plant and equipment, net        1,630.5           1,633.0
 Goodwill, net                             3,991.5           4,811.7
 Intangible assets, net                      888.9             849.1
 Other assets and noncurrent deferred tax    841.9             582.1
                                         -----------   ---------------

          Total assets                  $ 10,742.6        $ 11,063.7
                                         ===========   ===============

LIABILITIES AND EQUITY
Current liabilities:
 Accounts payable                          $ 734.1           $ 761.0
 Accrued expenses and other
  current liabilities                      1,549.6           1,526.3
 Loans payable                             1,273.5             563.7
                                          ----------   ---------------

          Total current liabilities        3,557.2           2,851.0


 Long-term debt                            2,166.2           2,900.7
 Other noncurrent liabilities              1,418.7           1,395.4
                                          ----------   ---------------

                                           7,142.1           7,147.1
                                          ----------   ---------------
Shareholders' equity:
 Common stock                                169.2             168.0
 Other shareholders' equity                3,666.1           4,070.0
 Accumulated other comprehensive income     (234.8)           (321.4)
                                          ----------   ---------------

          Total shareholders' equity       3,600.5           3,916.6
                                          ----------   ---------------

          Total liabilities and equity  $ 10,742.6        $ 11,063.7
                                        ============   ===============