<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
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Hussmann International, Inc.
(Name of Subject Company)
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Ingersoll-Rand Company
IR Merger Corporation
(Names of Filing Persons ("Offerors"))
Common Stock, par value $.001 per share
(Title of Class of Securities)
448110106
(CUSIP Number of Class of Securities)
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Patricia Nachtigal, Esq.
Vice President and General Counsel
Ingersoll-Rand Company
P.O. Box 8738
Woodcliff Lake, New Jersey 07675
(201) 573-0123
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
----------
Copy to:
James M. Cotter, Esq.
Mario A. Ponce, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
CALCULATION OF FILING FEE
============================================== =================================
TRANSACTION VALUATION AMOUNT OF FILING FEE
- ---------------------------------------------- ---------------------------------
Not Applicable Not Applicable
============================================== =================================
<PAGE>
2
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No:
Filing Party:
Date Filed:
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
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<PAGE>
Exhibit 99.1
INGERSOLL-RAND TO ACQUIRE HUSSMANN INTERNATIONAL
FOR $1.83 BILLION
ACQUISITION EXPECTED TO BE IMMEDIATELY ACCRETIVE TO EARNINGS IN 2000
BY TWO TO FIVE CENTS PER SHARE
ACCELERATES GROWTH OPPORTUNITIES FOR IR IN GLOBAL CLIMATE CONTROL
Woodcliff Lake, NJ, and Bridgeton, MO, May 12, 2000 - Ingersoll-Rand Company
(NYSE:IR), a leading diversified industrial firm, today announced that it has
signed a definitive agreement to expand its global climate control business by
acquiring Hussmann International, Inc. (NYSE:HSM), the world's leading
manufacturer of food-store equipment and commercial refrigeration products. IR
expects the acquisition to be immediately accretive to earnings per share by two
to five cents for the year ending December 31, 2000, and by 15 to 20 cents in
2001, the first full year of combined operations. In addition, the company
expects to achieve a return on invested capital of 15% from this transaction by
2004.
The transaction is valued at approximately $1.83 billion, including the
assumption of approximately $275 million of debt. Under terms of the definitive
merger agreement, which has been approved by the boards of directors of both
companies, IR will pay $29.00 in cash for each of Hussmann's approximately 50.6
million common shares and will redeem all outstanding Hussmann stock options.
The agreement provides for an all-cash tender offer by a subsidiary of IR for
all of Hussmann's outstanding shares of common stock to commence within five
business days. The tender is expected to close before June 30, and is subject to
the valid tender of at least a majority of the outstanding Hussmann shares, on a
fully diluted basis, and to customary government filings and other customary
conditions.
Hubert L. Henkel, Ingersoll-Rand chairman, president and chief executive
officer, said, "The acquisition of Hussmann International significantly expands
IR's presence in climate control, which is one of our four key global growth
sectors. It perfectly fits the long-term business plan we have communicated to
our shareholders, the investment community and our employees."
He continued: "Hussmann's organic growth rate of 6% to 8% per year is
consistent with the revenue growth targets we have established for IR overall
through the year 2004. We expect this growth to be driven by several key factors
and trends, such as consumer demand for fresh, frozen and prepared foods and
beverages, as well as the consolidation of grocery chains, both of which are
causing extensive store remodeling. We also are enthusiastic about the
opportunity to meet the needs of the emerging e-grocer segment through our
combined Thermo King and Hussmann offerings."
Henkel added: "The combination of our existing Thermo King solution
set for refrigerated food transport with the Hussmann product range creates
a one-stop resource in the $25 billion global 'cold chain' that can provide
products and services for the storage, transportation and retailing of food.
In addition, Hussmann's extensive international manufacturing assets provide
the capacity to serve the growing European, Asian and Latin American markets.
By sharing these manufacturing facilities on a global scale, we can reduce
the need for capital expenditures that would otherwise have been required for
the global expansion of our climate control operations."
He concluded: "On a combined basis, our climate control operations will
have revenues of approximately $2.8 billion by 2001. We expect the profitable
growth of this business to be enhanced as we realize cumulative operating
synergies of more than $100 million by 2003. The
<PAGE>
expected synergies should include purchasing and procurement savings generated
by increased volume and improvements in manufacturing, general and
administrative costs. Also, we will quickly and cost-efficiently complete our
planned international expansion in the climate control business by building on
Hussmann's existing worldwide manufacturing capabilities.
"As a result of these expected efficiencies, we are confident that the
climate control sector will achieve IR's company-wide targeted goal for
operating margins of 15% and will help solidify our overall EPS growth goal of
15% in 2001 and beyond. Furthermore, the immediately accretive nature of this
transaction reinforces our forecast of achieving diluted earnings per share of
around $4.00 for 2000."
J. Larry Vowell, Hussmann International president and chief executive
officer, said, "Hussmann's board of directors has unanimously approved the
merger agreement and agreed to recommend the tender offer to Hussmann
shareholders. The $29.00 offer price represents a significant premium over our
closing price today. In addition to the transaction being an excellent one for
our shareholders, we are pleased to be joining a diversified industrial leader
such as IR and are excited about the possibilities for growth that this new
relationship offers Hussmann International, our people and our customers. As the
company that pioneered the first refrigerated displays for perishables in food
retailing, Hussmann is highly respected for providing innovative solutions to
help our customers store and market fresh and prepared foods. By linking our
experience and capabilities with IR's leadership in refrigerated transport
solutions, we are confident that we will be able to capitalize on the increasing
global opportunities associated with food infrastructure, distribution, and
preservation needs."
Based just outside St. Louis in Bridgeton, Missouri, Hussmann
International is the leader in the design, production, installation and
service of merchandising and refridgeration systems for the global food
industry with 1999 sales of $1.3 billion. The company has a global presence
with approximately 29% of its revenues generated outside the United States
and Canada.
The company operates 25 manufacturing facilities in nine countries:
Australia, Brazil, Canada, China, Mexico, New Zealand, Spain, the United Kingdom
and the United States. Hussmann International employs approximately 9,100 people
and distributes and services its products through a worldwide network that
reaches 80 countries in North America, Latin America, Europe, the Middle East,
Africa, and Asia Pacific.
Hussmann International designed the first meat display case in 1917 and
the first frozen food case for Clarence Birdseye in 1933. Today, Hussmann offers
a variety of products, including refrigerated and non-refrigerated display
merchandisers, refrigeration systems and controls, beverage coolers, air
handlers, evaporative condensers, heat exchange coils, and walk-in storage
coolers and freezers.
IR's Thermo King unit, acquired in October 1997, is the leader in
providing transport temperature control equipment used in the delivery of fresh
foods and other perishables throughout the world. It had revenues of
approximately $1.2 billion in 1999.
Financial advisors for the transaction are Goldman Sachs for IR, and
Credit Suisse First Boston for Hussmann.
Ingersoll-Rand is a major diversified industrial equipment and components
manufacturer serving the global growth markets of Climate Control, Industrial
Productivity, Infrastructure
<PAGE>
Development and Security and Safety. Further information on Ingersoll-Rand can
be found on the company's World Wide Web site at www.ingersoll-rand.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 quarter ended March 30, 2000.
# # #
Hussmann International, Inc., shareholders are advised to read the tender offer
statement regarding the acquisition of Hussmann International, Inc., referenced
in this press release, which will be filed by IR Merger Corporation and
Ingersoll-Rand Company with the U.S. Securities and Exchange Commission and the
related solicitation/recommendation statement which will be filed by Hussmann
International, Inc., with the Commission. The tender offer statement (including
an offer to purchase, letter of transmittal and related tender offer documents)
and the solicitation/recommendation statement will contain important information
which should be read carefully before any decision is made with respect to the
offer. These documents will be made available to all shareholders of Hussmann
International, Inc., at no expense to them, by contacting the information agent,
Georgeson Shareholders Communications Inc. Shareholders in the U.S. and Canada
please call (800) 223-2064; shareholders outside the U.S. and Canada please call
collect 011-44-207-335-7296. These documents also will be available at no charge
at the SEC's website at www.sec.gov.
<PAGE>
Exhibit 99.2
May 12, 2000; 8:30 a.m.
Good morning.
Today we are proud to discuss our acquisition of Hussmann International, the
first major acquisition accomplished as part of the long-term strategic growth
plan that we have shared with you previously. There are several reasons why this
acquisition is a perfect fit within our strategic growth plan. I'd like to
highlight a few:
o First, the acquisition of Hussmann International, combined with our Thermo
King unit, will make IR a world leader in the climate control market. This
transaction creates a one-stop resource in the $25 billion global `cold
chain' for products and services used in the storage, transportation and
retailing of food.
o Second, the acquisition meets all of our acquisition criteria. It will be
immediately accretive to earnings in 2000.
o Third, we will be able to realize significant synergies through our total
climate control sector. It is important to note that the synergies
generated from this transaction are not exclusive to Hussmann and will be
gained throughout the entire climate control sector. The sharing of
resources will reduce the need for capital expenditures that would
otherwise have been required for the global expansion of our climate
control operations; and
o Fourth, we expect to achieve a return on invested capital of 15% from the
transaction by 2004.
You will recall that last November we presented our long-range plan for
achieving key growth rate and profitability targets. We said this plan would be
accomplished by a combination of organic growth and acquisitions. I am pleased
to say that the acquisition of Hussmann will significantly contribute to our
ability to reach our targets.
[NEXT SLIDE (4)]
By now you know that we have reorganized IR in four distinct sectors fully
focused on the global markets they serve.
Moving away from our previous structure of product driven businesses, our new
structure reflects a major focus framed in terms of four global growth areas:
Climate Control, Industrial Productivity, Infrastructure Development and
Security and Safety.
<PAGE>
[NEXT SLIDE (5)]
Today, we are going to talk primarily about one global growth market, climate
control, and our enhanced capabilities and opportunities in that market. Since
1997, we have served the climate control market through Thermo King, which is
the leader in transport refrigeration equipment.
[NEXT SLIDE (6)]
As you can see from this slide, before the acquisition of Hussmann, in the
climate control market we only participated in the movement of perishable goods
as represented in the red boxes.
However, the cold chain includes the entire process involved in taking
perishable goods from harvest to the consumer. As a result we aggressively
focused on the opportunity in the blue areas, or the storage and display of
perishable goods.
[NEXT SLIDE (7)]
And here's why. By regarding the entire cold chain as the market we serve--as
opposed to just the transportation of perishable goods, we dramatically increase
our market opportunity from $5 billion to $25 billion.
[NEXT SLIDE (8)]
Clearly, Hussmann fits the requirements of our long-term strategy in the climate
control market. It has world leading products for the display case segment and
for refrigerated warehousing and distribution. With Hussmann, we will be able to
provide our customers in stationary or transportation applications with one stop
shopping for their temperature control needs.
[NEXT SLIDE (9)]
Hussmann is a world leader and global provider of refrigeration products and
services. Sales were $1.3 billion in 1999.
The company manufactures, sells, installs and services merchandising and
refrigerator systems for the world's commercial food industry and retail
outlets.
[NEXT SLIDE 10]
Hussmann's major worldwide markets include supermarkets, convenience stores and
food retail warehouses.
<PAGE>
[NEXT SLIDE (11)]
These markets represent significant long-term growth. For the past five years,
there have been several significant growth drivers in the display case market.
Supermarkets and convenience stores have accelerated their expansion by opening
new stores, remodeling their facilities and modernizing their equipment,
partially in response to increased competition from new store formats.
Refrigerated display cases are being installed to address growing consumer
demand for fresh, prepared and ready to eat products. The popularity of the home
meal replacement trend is accelerating the growth. Internet-enabled electronic
grocers will also require Hussmann commercial refrigeration equipment for
warehouses in order to serve this new segment. This trend also fits with Thermo
King, which will provide the equipment for home delivery of perishable and
frozen foods.
In addition, more stringent federal and state environmental regulations on core
product temperatures and sanitation are also fueling expansion and remodeling
expenditures.
Overall, display case refrigeration is expected to have an organic growth rate
that is between 5-9% due to ongoing grocery store consolidations and
refurbishment.
[NEXT SLIDE (12)]
Hussmann has historically been a leader in meeting customer needs in critical
areas. First is product efficiency, which leads to low life-cycle costs. Most
supermarkets operate on very tight margins and energy related to total cooling
costs is a major cost component. It's estimated that 4% of all energy consumed
in the U.S. is related to cooling foods. Other critical needs Hussmann's
products meet include reliability, advanced product features, such as remote
temperature monitoring, appealing merchandising units and flexibility of design,
which is important to supermarket and convenience store applications.
[NEXT SLIDE (13)]
Display cases are a major product line that serve supermarkets and convenience
stores, including global and national chains as well as local retailers.
Here are some pictures of the display case products. Hussmann products are known
for their visual appeal, an important point in merchandising, and solid energy
efficient technology.
<PAGE>
[NEXT SLIDE (14)]
Hussmann is the technological leader in centralized commercial refrigeration
systems. These systems, which include multi-compressor, automatic flow control
systems and electronic controls, are generally located in the store's back room.
In addition, Hussmann makes systems for the large, commercial, industrial
refrigeration market and manufactures and installs walk-in storage coolers and
freezers used for bulk storage and the storage of non-display items.
These commercial systems ensure the safe and efficient storage of food at
consistent temperatures with a high degree of reliability.
[NEXT SLIDE (15)]
For convenience stores Hussmann provides a wide range of products, such as
sandwich merchandisers, salad bars, ice cream displays, reach-in cases, and
walk-in coolers.
[NEXT SLIDE (16)]
Display cases represent the largest product grouping, accounting for
approximately about half of Hussmann's total revenues. Refrigeration systems for
stores and warehouses is about 25%, and installation and service make up the
balance.
[NEXT SLIDE (17)]
This slide shows the geographic breakdown of sales with about 71% of sales in
North America, 16% in Europe and 13% in the rest of the world.
[NEXT SLIDE (18)]
The company is headquartered outside of St. Louis. Hussmann has 25 manufacturing
facilities worldwide; nine which are owned; 16 leased. It also operates 55
service facilities, 39 of them owned and has 100 independent agents.
As you can see, Hussmann is a major worldwide player in its markets.
Hussmann has operations worldwide and is the market leader in North America and
in the two largest markets in Latin America, Mexico and Brazil. It also has
significant and growing positions in Europe and China. The international markets
represent a significant long-term growth opportunity as countries develop
infrastructures to meet their food distribution and preservation needs.
Retailers in Mexico and other Latin American countries are expanding and
remodeling their stores to compete with U.S. and European chains entering their
markets.
<PAGE>
[NEXT SLIDE (19)]
From '97 to '99 Hussmann's sales have grown at a compound annual rate of almost
10%; operating profit increased 18%; and they have had operating margins
improved from 8.3 to 9.6%. We believe that through our corporate purchasing and
cost reduction efforts, we will increase these margins to 15% by 2004.
[NEXT SLIDE (20)]
In summary, the acquisition of Hussmann is consistent with our strategy in the
Climate Control segment to expand beyond transportation to stationary
refrigeration.
The purchase of Hussmann places us in the leadership position in North American
where we have the #1 market share in the transport and stationary food
refrigeration markets. We also have a strong platform to grow in quickly
expanding overseas markets.
- -- Hussmann's service network will also give us the ability to go beyond the
equipment business.
- -- Our customers, mainly food retailers, can now have a single source for
transport and stationary refrigeration.
Now I'd like to turn the presentation over to Dave Devonshire who will review
the financial aspects of this transaction.
[NEXT SLIDE (21)]
Thank you Herb. The total price for the transaction was $1.83 billion which
includes the assumption of about $275 million of debt. We recognize that this is
a full price. However, as I noted earlier, Hussmann provides key strategic
opportunities for our growth in the climate control market.
[NEXT SLIDE (22)]
We expect to realize cumulative operating synergies of more than $100 million by
2003 from the combined operations of Hussmann and Thermo King. We have only
built in about $13 million in savings for 2000. These synergies will come from
achieving efficiencies, rationalizing manufacturing facilities and streamlining
and rationalizing overhead, logistics, R&D, etc. These synergies will come from
the total climate control sector which will have sales of about $2.8 billion and
which I emphasize includes BOTH Hussmann and Thermo King. Hussmann's worldwide
manufacturing assets will also allow Thermo King to grow in markets like Mexico,
Brazil and Spain with minimal capital expenditures.
<PAGE>
[NEXT SLIDE (23)]
We expect the transaction to contribute two to five cents to 2000 EPS. This is
based on about $8.3 million of synergies after tax, offset by about $20 million
of goodwill amortization and a $35.1 million of after tax interest expense.
We also expect at least 15 cents of additional earnings in 2001 as a result of
this transaction.
As a note, Hussmann's earnings are usually back-end loaded with about two-thirds
of annual earnings occurring in the second half of the year.
Our earnings forecast for the second half of 2000 is based on Hussmann's
earnings of approximately 98 cents per share or 4 cents per share above the
current Street consensus of 94 cents. However, our forecast is about 13 cents
below the current Hussmann internal management forecast of $1.11 per share for
the last two quarters of 2000, so we do have some upside potential.
[NEXT SLIDE (24)]
The transaction will temporarily take our total debt-to-capital ratio to 56%.
After we complete the Dresser-Rand and IDP transactions, the ratio will fall to
about 48%. We expect the debt-to-capital ratio to be about 43% by year-end 2000.
Because of our strong cash generating capability, both Standard and Poors and
Moodys have reaffirmed our debt ratings.
[NEXT SLIDE (25)]
Now I'd like to provide an update of our earnings expectation for 2000. The
earnings for Hussmann of two to five cents put us in the $3.98 to $4.12 range
which is slightly above the range we reported during our first quarter
conference call. Now I'll turn the presentation back to Herb Henkel.
Thanks, Dave.
[NEXT SLIDE (26)]
As you can see, the Hussmann acquisition meets all the criteria we set:
- -- it is accretive to earnings in the first full year;
- -- it earns its cost of capital in three years, and
- -- it achieves a ROIC of 15% by year five.
<PAGE>
[NEXT SLIDE (27)]
Similarly, Hussmann, including our derived synergies, fits our long term goals
in revenue growth, operating margins, earnings growth, working capital to sales,
cash flow and return on invested capital.
[NEXT SLIDE (28)]
Hussmann will not only increase our growth rate but will also change the balance
of Ingersoll-Rand's operations. By 2001, Climate Control will be our second
largest sector, representing 29% of our sales. With the Hussmann acquisition, we
have significantly improved our position in a growing global market sector while
strengthening IR's position as a major diversified industrial company.
[NEXT SLIDE (29)]
In closing, we are extremely enthusiastic about this acquisition. Hussmann
perfectly fits our long-term strategy and our financial goals.
Thank you.
[NEXT SLIDE (30)]
Now we will be pleased to take your questions.
<PAGE>
Exhibit 99.3
[IR LOGO]
HUSSMANN ACQUISITION
<PAGE>
================================================================================
FORWARD LOOKING STATEMENTS
THAT INVOLVE RISKS.
PLEASE REFER TO FIRST QUARTER 2000 FORM 10Q
FOR DETAILS ON FACTORS THAT INFLUENCE RESULTS.
================================= SAFE HARBOR ==================================
<PAGE>
[IR LOGO]
TRANSACTION HIGHLIGHTS
==================================================
o Creates one-stop resource in the $25 billion global "cold chain"
o Immediately accretive to earnings in 2000
o Realize significant synergies in entire IR Climate Control sector
o Achieve ROIC of 15% by 2004
<PAGE>
[IR LOGO]
FOUR GLOBAL GROWTH SECTORS
===========================================
FOCUSED ON MARKETS SERVED...
o Climate Control
o Industrial Productivity
o Infrastructure Development
o Security and Safety
<PAGE>
[IR LOGO]
CLIMATE CONTROL
===========================================
[GRAPHIC OMITTED]
[Included computerized graphic of the climate
control transportation process.]
<PAGE>
[IR LOGO]
$25 BILLION "COLD CHAIN"
=========================================
--------------
End-Use
Retail
Transport $4.8B
--------------
- -------- ---------- -----------
Food Food Large --------------
Harvest Processing Warehousing End-Use
$2.0B $2.0B $2.0B Food Service
Transport Transport Transport $4.4B
- -------- ---------- ----------- --------------
Transport --------------
Vending &
Logistics Mgmt
$4.8B
--------------
DISPLAY CASE $14.0B
TOTAL TRANSPORT = $5.0B
-----------------------------------
DISPLAY CASE IS LARGEST OPPORTUNITY
-----------------------------------
<PAGE>
[IR LOGO]
A REDEFINED BUSINESS MODEL
=======================================
[GRAPHIC OMITTED]
[Included bar chart showing growth in market opportunity
from $5 billion to $25 billion.]
<PAGE>
[IR LOGO]
DISPLAY CASE: STRATEGIC FIT WITH CURRENT BUSINESS
=================================================
HUSSMANN
-------------
- ------------- ------------ Display
Harvest Refrigerated Case
Refrigeration Transport Whse Distrib Transport Refrigeration
- ------------- ------------ -------------
--------------
Cusotmer Value
--------------
OPPORTUNITY FOR "ONE-STOP" SHOPPING
<PAGE>
[IR LOGO]
================================
HUSSMANN INTERNATIONAL, INC.
=======================================================
[GRAPHIC OMITTED]
[Included photgraphs of merchandising and refrigeration systems.]
<PAGE>
[IR LOGO]
HUSSMANN MARKET SERVED
==========================================
o Supermarkets
o Convenience stores
o Warehouses
<PAGE>
[IR LOGO]
NORTH AMERICAN GROWTH: INDUSTRY TRENDS
============================================
o New store openings
o Remodeling and facility upgrades
o Increased consumer demand for fresh, prepared and ready-to-eat foods
o Internet home deliveries
o Equipment upgrades required for federal and state regulations
---------------------
DEMAND GROWTH OF 5-9%
---------------------
<PAGE>
[IR LOGO]
CRITICAL SUCCESS FACTORS TO MEET CUSTOMER NEEDS
===================================================
o Low life-cycle costs
o Reliability
o Product features [GRAPHIC OMITTED]
o Merchandising capability [Included photograph of merchandising
unit with remote control unit.]
o Flexibility to service unique
customer needs
<PAGE>
[IR LOGO]
SUPERMARKET DISPLAYS
==========================================
[GRAPHIC OMITTED]
[Included photographs of display cases.]
<PAGE>
[IR LOGO]
COMMERCIAL REFRIGERATION SYSTEMS
============================================
o Products/markets
-- Compressors and systems for food display cases
-- Large food processing and chilling plants
-- Cold storage warehouses
[GRAPHIC OMITTED]
[Included photographs of refrigeration systems.]
<PAGE>
[IR LOGO]
CONVENIENCE STORES
=======================================
[GRAPHIC OMITTED]
[Included photographs of display cases.]
<PAGE>
[IR LOGO]
SALES BY PRODUCT 1999
===========================================
[GRAPHIC OMITTED]
[Included pie graph of sales by product in 1999.]
Display Case 48%
Service/Distributor 24%
Refrigeration Systems 15%
Walk-in/Refrigerated Warehouse 13%
<PAGE>
[IR LOGO]
SALES BY REGION 1999
===========================================
[GRAPHIC OMITTED]
[Included pie graph of 1999 sales by region.]
U.S. & Canada 71%
Europe 16%
Mexico, Latin America, & Asia Pacific 13%
<PAGE>
[GRAPHIC OMITTED]
[Included a map showing the location of Hussmann's facilities.]
<PAGE>
[IR LOGO]
HUSSMANN SALES AND OPERATING INCOME
==========================================
[GRAPHIC OMITTED]
[Included two bar graphs showing Hussmann's sales
for 1997 to 1999 (9.5% CAGR) and operating profits
for 1997 to 1999 (17.9% CAGR).]
<PAGE>
[IR LOGO]
STRATEGIC BENEFITS OF THE DEAL
===========================================
o "Cold chain" expansion consistent with strategic plan
o Places IR in leadership position in "cold chain" in North America...
Platform for growth internationally
o Hussmann service network key to leverage the complete value chain in
stationary refrigeration
o Opportunity for "one-stop" shopping
<PAGE>
[IR LOGO]
HUSSMANN TRANSACTION SUMMARY
============================================
---------------------------------
Per share price $ 29.00
---------------------------------
o Equity value $ 1,555
o Plus net debt $ 277
--------
TOTAL COST $ 1,832
<PAGE>
[IR LOGO]
SYNERGIES FROM TOTAL CLIMATE CONTROL SECTOR
===========================================
$ MILLIONS
CUMULATIVE OPERATING INCOME IMPACT
- ----------------------------------
2000 2001
------- -------
o Purchasing/procurement $ 9.0 $ 25.0
o Manufacturing rationalization -- 27.0
o SG&A costs 4.0 15.0
------- -------
TOTAL PRE-TAX $ 13.0 $ 67.0
-----------------------------------------
TOTAL SAVINGS EXCEED $100 MILLION BY 2003
-----------------------------------------
<PAGE>
[IR LOGO]
HUSSMANN PROFORMA IMPACT
=====================================
IR EPS 2000-2001 EPS
2000 2001
------- --------
o Sales $ 711.0 $1,477.0
o Net Income 50.0 91.3
o Savings (A/T) 8.3 43.4
o Depr. & Amort. (19.9) (39.7)
o Interest Exp. (A/T) (35.1) (70.2)
------- --------
o Net Income $ 3.3 $ 24.8
======= ========
----------------------------------------
EPS $ .02 $ .15
----------------------------------------
<PAGE>
[IR LOGO]
BALANCE SHEET
======================================
Proforma
31 March with Hussmann
-------- -------------
TOTAL 45% 56%
WITHOUT
D-R & IDP 37% 48%
<PAGE>
[IR LOGO]
2000 Earnings Per Share Estimates
o From operations $3.82 - 3.85
o Bolt-on acquisitions .03 - .05
o Productivity initiatives .08 - .12
o Accelerated stock buyback .03 - .05
------------
$3.96 - 4.07
o Hussmann acquisition .02 - .05
------------
$3.98 - 4.12
<PAGE>
[IR LOGO]
HUSSMANN MEETS ACQUISITION CRITERIA
===========================================
CRITERIA HUSSMANN
- ------------------------------------------- ------------------------------
o Accretive to earnings in first full year 2-5 cents accretive 2000
15-20 cents in 2001
o Cost of capital in year 3 11% in 2002
13% in 2003
o 15% ROIC by year 5 15% in 2004
<PAGE>
[IR LOGO]
HUSSMANN FITS LONG TERM GOALS
===========================================
GOALS HUSSMANN
- ----------------------------- -----------------------------------------------
o Revenue growth 4-6% -- Growth rate of 6-8%
o Operating margin 15% -- Currently 10%: Achieve 15% by 2004
o Earnings growth 15% -- Accretive in 2000: Adds 15-20 cents in 2001
o W/cap to revenue below 10% -- Currently 21%: Lower to corporate average
of 9% by 2004
o Free cash flow -- Adds $40 million to FCF in 2001
- $500 million per year
o ROIC 15% -- Will achieve in 2004
<PAGE>
[IR LOGO]
Ingersoll-Rand's 2001 Sales
===================================
[GRAPHIC OMITTED]
[Included two pie graphs showing Ingersoll-Rand's 2001 sales both
excluding ($8.6 billion) and including ($10.1 billion) Hussmann.]
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[Included computerized graphic of climate control transportation process.]
CLIMATE CONTROL
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[IR LOGO]
