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Ingersoll Rand Announces Proposed Public Offering of Senior Notes

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Ingersoll-Rand plc (NYSE:IR) (the “Company,” “we” and “our”) today announced that it expects its indirect, wholly-owned subsidiary, Ingersoll-Rand Luxembourg Finance S.A. (“IR Lux”), to offer, subject to market and other conditions, senior notes (the “Notes”) in a registered public offering. We expect that the offering will consist of three tranches with varying maturities.

We expect that the notes will be issued by IR Lux and guaranteed by the Company and by Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company and Ingersoll-Rand Global Holding Company Limited, each of which is a wholly-owned subsidiary of the Company.

We intend to use all or a portion of the net proceeds from the offering of the Notes to (i) fund the redemption of our 5.50% senior notes due 2015 and our 4.75% senior notes due 2015 and (ii) fund our previously announced acquisition of Cameron International Corporation’s Centrifugal Compression division (the “Acquisition”), with allocation of net proceeds between (i) and (ii) to be dependent on the timing of the Acquisition. We expect to use any remaining proceeds for general corporate purposes.

Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are acting as representatives of the underwriters.

We have filed an effective registration statement (including a prospectus supplement and accompanying base prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the effective registration statement (including the prospectus supplement and accompanying base prospectus) for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at Alternatively, copies may be obtained from Goldman, Sachs & Co. at the following address: 200 West Street, New York, New York 10282, Attention: Prospectus Department or by calling 201-793-5170; or from J.P. Morgan Securities LLC at the following address: 383 Madison Avenue, New York, New York, 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor or by calling 212-834-4533; or from Merrill Lynch, Pierce, Fenner & Smith Incorporated at the following address: 222 Broadway, New York, New York 10038, Attention: Prospectus Department or by calling 800-294-1322.

These securities are only offered by means of the prospectus supplement and prospectus related to the offering. This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities mentioned in this news release in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

Certain statements contained in this news release, 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 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These forward-looking statements generally include those identified by the words “expect,” “estimate,” “intend,” “will” and “would” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can offer no assurance that such expectations will prove to be correct. Some of the significant 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” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 14, 2014, and “Risk Factors” in our subsequent quarterly reports on Form 10-Q as well as in our other filings with the SEC. All forward-looking statements are expressly qualified in their entirety by such risk factors.

About Ingersoll Rand

Ingersoll Rand (NYSE:IR) advances the quality of life by creating comfortable, sustainable and efficient environments. Our people and our family of brands- including Club Car(R), Ingersoll Rand(R), Thermo King(R) and Trane(R) -work together to enhance the quality and comfort of air in homes and buildings; transport and protect food and perishables; and increase industrial productivity and efficiency. We are a global business committed to a world of sustainable progress and enduring results. For more information, visit

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