UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________

FORM 8-K
____________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) — January 17, 2014
____________________________________________

INGERSOLL-RAND PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)

____________________________________________

	
			
Ireland	001-34400	98-0626632	
(State or other jurisdiction
of incorporation)	(Commission
File Number)	(I.R.S. Employer
Identification No.)	

170/175 Lakeview Drive
Airside Business Park
Swords, Co. Dublin
Ireland
(Address of principal executive offices, including zip code)

(353)(0)18707400
(Registrant’s phone number, including area code)

N/A
(Former name or former address, if changed since last report)
____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

	
		
Item 7.01	Regulation FD Disclosure	

Segment Results
In November 2013, Ingersoll-Rand plc (the “Company”, “we”, “our”) announced a realignment of its organizational structure to provide a greater focus on growth, continue implementation of business operating systems, build on our successful operational excellence philosophy, and reduce complexity and costs. As a result of these changes, information that the Company’s chief operating decision maker (its chief executive officer) regularly reviews for purposes of allocating resources and assessing performance changed. Therefore, effective with the reporting of fourth quarter 2013 results, the Company will report its financial performance based on the two reportable segments described below.
Exhibit 99.1, to this Form 8-K provides a summary of the Company’s historical segment results revised for the new reporting structure. The revised historical segment results exclude the results of the commercial and residential security businesses (“Allegion™”) which were spun-off to Allegion plc on December 1, 2013 (the “Spin-off”). The information contained in this Exhibit 99.1 is being furnished pursuant to Regulation FD in order to provide the financial community with financial information that is presented on a basis consistent with the new reporting structure. Beginning with the year ended December 31, 2013, the Company’s financial statements will reflect the new reporting structure with prior periods adjusted accordingly.
Climate
Our Climate segment delivers energy-efficient solutions globally and includes the Trane ® and American Standard ® Heating & Air Conditioning which provides heating, ventilation and air conditioning (“HVAC”) systems, and commercial and residential building services, parts, support and controls; and Thermo King ® , the leader in transport temperature control solutions.
Industrial
Our Industrial segment delivers products and services that enhance energy efficiency, productivity and operations. It includes Ingersoll Rand ® compressed air systems and services, power tools and material handling systems, ARO ® fluid management equipment, as well as Club Car ® golf, utility and rough terrain vehicles. 
Non-GAAP Financial Measures
The Company uses certain non-GAAP financial information to provide important supplemental information to both management and investors regarding financial and business trends used in assessing our financial condition and results of operations. We have disclosed this non-GAAP financial information in our past quarterly earnings releases so that investors have the same financial data that we use to make comparisons with our historical operating results and analyze our underlying performance. Exhibit 99.2 to this Form 8-K provides the same non-GAAP financial information provided historically. The non-GAAP reconciliation in Exhibit 99.2 presents selected adjusted pro forma financial information derived from the pro forma financial statements presented in a Current Report on Form 8-K filed on December 5, 2013, which gives effect to the Spin-off and the related transactions as further adjusted to reflect certain non-GAAP adjustments.
The non-GAAP financial measures have been presented for informational purposes only. The non-GAAP financial measures do not purport to project our results of operations or financial condition for any period subsequent to September 30, 2013.
The information in the Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
This Current Report on Form 8-K and the exhibits hereto include “forward-looking statements,” which are statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from the Company’s current expectations. Such factors include, but are not limited to, the Company’s ability to fully realize the expected benefits of the proposed Spin-off, global economic conditions, demand for the Company’s products and services and tax law changes. Additional factors that could cause such differences can be found in the Company’s Form 10-K for the year ended December 31, 2012, Form 10-Q for the quarters ended March 31, 2013, June 30, 2013, and September 30, 2013 and in our other SEC filings. The Company assumes no obligation to update these forward-looking statements.

Item 9.01—Financial Statements and Exhibits.
(d) Exhibits.

				
Exhibit No.	 	Description	 	
 	 	 	
99.1	 	Historical Unaudited Business Segments - for the quarters ended September 30, 2013; June 30, 2013; March 31, 2013; December 31, 2012; September 30, 2012; June 30, 2012; and March 31, 2012; and for the years ended December 31, 2012 and December 31, 2011.	 	
99.2	 	Selected Adjusted Pro Forma Financial Information - for the nine months ended September 30, 2013 and 2012.	 	

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			
 	 	INGERSOLL-RAND PLC
(Registrant)	
 	 	 	
Date:	January 17, 2014	/s/ S USAN  K. C ARTER	
 	 	Susan K. Carter, Senior Vice President
and Chief Financial Officer	

Exhibit 99.1
HISTORICAL UNAUDITED BUSINESS SEGMENTS
The following tables provide revised segment net revenues, segment operating income, depreciation and amortization, and capital expenditures, as well as unallocated corporate expense for the years ended December 31, 2012 and 2011. The following annual results exclude Allegion’s results and spin-related costs. The stranded costs related to the historic Allegion business are reflected as unallocated corporate expense. The revision of previously issued financial information does not represent a restatement of previously issued financial statements and does not affect our reported net income, earnings per share, total assets, or stockholders’ equity for any of the previously reported periods.
Segment operating income is the measure of profit and loss that the Company's chief operating decision maker uses to evaluate the financial performance of the business and as the basis for performance reviews, compensation and resource allocation. For these reasons, the Company believes that Segment operating income represents the most relevant measure of segment profit and loss. The Company may exclude certain charges or gains from operating income to arrive at Segment operating income that is a more meaningful measure of profit and loss upon which to base its operating decisions.

								
 	Years ended	
Dollar amounts in millions	2012	 	2011	
Climate	 	 	 	
Net revenues	$	9,042.5		 	$	9,907.9		
Segment operating income *	817.6		 	837.1		
Segment operating income as a percentage of revenues	9.0	%	 	8.4	%	
Depreciation and amortization	257.0		 	273.6		
Capital expenditures	105.1		 	105.4		
Industrial	 	 	 	
Net revenues	2,945.8		 	2,852.9		
Segment operating income	455.8		 	415.5		
Segment operating income as a percentage of revenues	15.5	%	 	14.6	%	
Depreciation and amortization	42.9		 	40.3		
Capital expenditures	62.6		 	57.2		
Total net revenues	$	11,988.3		 	$	12,760.8		
Reconciliation to Operating Income	 	 	 	
Segment operating income from reportable segments	1,273.4		 	1,252.6		
Gain (loss) on sale/asset impairment *	4.5		 	(646.9	)	
Unallocated corporate expense	(206.0	)	 	(166.9	)	
Total operating income	$	1,071.9		 	$	438.8		
Total operating income as a percentage of revenues	8.9	%	 	3.4	%	
Depreciation and amortization from reportable segments	299.9		 	313.9		
Unallocated depreciation and amortization	32.6		 	44.5		
Total depreciation and amortization	$	332.5		 	$	358.4		
Capital expenditures from reportable segments	167.7		 	162.6		
Corporate capital expenditures	75.4		 	54.6		
Total capital expenditures	$	243.1		 	$	217.2		
* During the year ended December 31, 2011, the Company recorded a pre-tax asset impairment charge related to the Hussmann divestiture totaling $646.9 million. During the year ended December 31, 2012, the Company recorded $4.5 million of purchase price adjustments related to the Hussmann sale. These amounts have been excluded from Segment operating income within the Climate segment as management excludes these charges from operating income when making operating decisions about the business.

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The following table provides revised segment revenue and operating income, as well as unallocated corporate expense for the quarters ended September 30, 2013, June 30, 2013, and March 31, 2013 (Table 1) and for the quarters ended December 31, 2012, September 30, 2012, June 30, 2012, and March 31, 2012 (Table 2). The following quarterly results exclude Allegion’s results and spin-related costs. The stranded costs related to the historic Allegion business are reflected as unallocated corporate expense. The revision of previously issued financial information does not represent a restatement of previously issued financial statements and does not affect our reported net income, earnings per share, total assets, or stockholders’ equity for any of the previously reported periods.

												
TABLE 1	Three months ended	
Dollar amounts in millions	Q3 2013	 	Q2 2013	 	Q1 2013	
Climate	 	 	 	 	 	
Net revenues	$	2,492.3		 	$	2,635.5		 	$	1,958.7		
Segment operating income	322.3		 	328.7		 	70.1		
Segment operating income as a percentage of revenues	12.9	%	 	12.5	%	 	3.6	%	
Industrial	 	 	 	 	 	
Net revenues	721.9		 	762.9		 	680.3		
Segment operating income	116.2		 	122.4		 	102.1		
Segment operating income as a percentage of revenues	16.1	%	 	16.0	%	 	15.0	%	
Total net revenues	$	3,214.2		 	$	3,398.4		 	$	2,639.0		
Reconciliation to Operating income	 	 	 	 	 	
Segment operating income from reportable segments	438.5		 	451.1		 	172.2		
Unallocated corporate expense	(59.0	)	 	(63.5	)	 	(52.2	)	
Operating income	$	379.5		 	$	387.6		 	$	120.0		

																
TABLE 2	Three months ended	
Dollar amounts in millions	Q4 2012	 	Q3 2012	 	Q2 2012	 	Q1 2012	
Climate	 	 	 	 	 	 	 	
Net revenues	$	2,158.7		 	$	2,388.8		 	$	2,512.5		 	$	1,982.5		
Segment operating income *	200.9		 	274.2		 	271.1		 	71.4		
Segment operating income as a percentage of revenues	9.3	%	 	11.5	%	 	10.8	%	 	3.6	%	
Industrial	 	 	 	 	 	 	 	
Net revenues	765.3		 	701.5		 	790.3		 	688.7		
Segment operating income	123.3		 	106.6		 	134.4		 	91.5		
Segment operating income as a percentage of revenues	16.1	%	 	15.2	%	 	17.0	%	 	13.3	%	
Total net revenues	$	2,924.0		 	$	3,090.3		 	$	3,302.8		 	$	2,671.2		
Reconciliation to Operating income	 	 	 	 	 	 	 	
Segment operating income from reportable segments	324.2		 	380.8		 	405.5		 	162.9		
Gain (loss) on sale/asset impairment *	—		 	—		 	4.2		 	0.3		
Unallocated corporate expense	(76.6	)	 	(43.2	)	 	(39.4	)	 	(46.8	)	
Operating income	$	247.6		 	$	337.6		 	$	370.3		 	$	116.4		
* During the quarters ended June 30, 2012 and March 31, 2012, the Company recorded $4.2 million and $0.3 million of purchase price adjustments related to the Hussmann sale, respectively. These amounts have been excluded from Segment operating income within the Climate segment as management excludes these charges from Operating income when making operating decisions about the business.

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Exhibit 99.2
SELECTED ADJUSTED PRO FORMA FINANCIAL INFORMATION
Spin-off of Allegion plc
On December 1, 2013, the Company completed the Spin-off of Allegion to our shareholders. Allegion is now an independent public company trading under the symbol “ALLE” on the New York Stock Exchange.
After the Spin-off, we do not beneficially own any Allegion ordinary shares and will no longer consolidate Allegion into our financial results. Beginning in the fourth quarter of 2013, Allegion's historical financial results for periods prior to the Spin-off will be reflected in our consolidated financial statements as a discontinued operation.
Unaudited Selected Adjusted Pro Forma Financial Information
The following selected adjusted pro forma financial information for the nine months ended September 30, 2013 and 2012, was derived from the pro forma financial statements presented in a Current Report on Form 8-K filed on December 5, 2013 (“Pro Forma 8-K”), and further adjusted as described under "Non-GAAP Financial Adjustments" below and the footnotes to the tables. Please refer to the Pro Forma 8-K for a complete discussion of the adjustments and the assumptions we made at the time of its issuance.
Non-GAAP Financial Adjustments
The Company reports its financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). The selected adjusted pro forma financial information provides adjusted non-GAAP financial information and a quantitative reconciliation of the difference between the non-GAAP financial measures and the pro forma financial measures.
The non-GAAP financial measures should be considered supplemental to, not a substitute for or superior to, financial measures calculated in accordance with GAAP. They have limitations in that they do not reflect all of the costs associated with the operations of our businesses as determined in accordance with GAAP. In addition, these measures may not be comparable to non-GAAP financial measures reported by other companies.
We believe the non-GAAP financial information provides important supplemental information to both management and investors regarding financial and business trends used in assessing our financial condition and results of operations. We believe that it is meaningful to provide the relative impact of restructuring and financing charges and the corresponding tax impacts in order to present a better understanding of our results on a period to period comparative basis.
The non-GAAP financial measures assist investors with analyzing our business results. They are the basis for performance reviews, compensation and resource allocation. We believe that the presentation of these non-GAAP financial measures will permit investors to assess the performance of the Company on the same basis as management.
As a result, one should not consider these measures in isolation or as a substitute for our results reported under GAAP. We compensate for these limitations by analyzing results on a GAAP basis as well as a non-GAAP basis, prominently disclosing GAAP results and providing reconciliations from GAAP results to non-GAAP results.
The following selected adjusted pro forma financial information should be read in conjunction with the historical consolidated financial statements of the Company, the accompanying notes to those financial statements and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the Company's Annual Report on Form 10-K for the year ended December 31, 2012, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013 and Allegion plc's registration statement on Form 10 filed with the Securities and Exchange Commission on November 12, 2013. The selected adjusted pro forma financial information has been presented for informational purposes only. The selected adjusted pro forma financial information does not purport to represent what our results of operations or financial condition would have been had the transactions to which the pro forma adjustments relate actually occurred on the dates indicated, and they do not purport to project our results of operations or financial condition for any future period or as of any future date.

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INGERSOLL-RAND PLC
UNAUDITED SELECTED ADJUSTED PRO FORMA FINANCIAL INFORMATION
For the Nine Months Ended September 30, 2013

													
 	 	For the nine months ended September 30, 2013	
In millions, except share and per share amounts	 	Pro Forma (a)	 	Non-GAAP Adjustments (b)	 	As Adjusted	
Net revenues	 	$	9,251.6		 	$	—		 	$	9,251.6		
Operating income	 	887.0		 	38.7		(c)	925.7		
Operating margin	 	9.6	%	 	 	 	10.0	%	
Earnings from continuing operations before income taxes	 	665.8		 	85.0		(c)(e)	750.8		
Provision for income taxes	 	(109.3	)	 	(10.8	)	(f)	(120.1	)	
Tax rate	 	16.4	%	 	 	 	16.0	%	
Earnings from continuing operations attributable to Ingersoll-Rand plc	(a)	$	541.4		 	$	74.2		(g)	$	615.6		
Diluted earnings per common share	 	 	 	 	 	 	
  Continuing operations	 	$	1.81		 	$	0.24		 	$	2.05		
Weighted-average number of common shares outstanding	 	 	 	 	 	 	
  Diluted	 	299.8		 	—		 	299.8		
See Notes to Unaudited Selected Adjusted Pro Forma Financial Information

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INGERSOLL-RAND PLC
UNAUDITED SELECTED ADJUSTED PRO FORMA FINANCIAL INFORMATION
For the Nine Months Ended September 30, 2012

													
 	 	For the nine months ended September 30, 2012	
In millions, except share and per share amounts	 	Pro Forma (a)	 	Non-GAAP Adjustments (b)	 	As Adjusted	
Net revenues	 	$	9,064.3		 	$	—		 	$	9,064.3		
Operating income	 	824.3		 	29.4		(c)(d)	853.7		
Operating margin	 	9.1	%	 	 	 	9.4	%	
Earnings from continuing operations before income taxes	 	657.1		 	29.4		(c)(d)	686.5		
Provision for income taxes	 	(32.5	)	 	(1.1	)	(f)	(33.6	)	
Tax rate	 	4.9	%	 	 	 	4.9	%	
Earnings from continuing operations attributable to Ingersoll-Rand plc	(a)	$	609.3		 	$	28.3		(g)	$	637.6		
Diluted earnings per common share	 	 	 	 	 	 	
  Continuing operations	 	$	1.95		 	$	0.09		 	$	2.04		
Weighted-average number of common shares outstanding	 	 	 	 	 	 	
  Diluted	 	312.9		 	—		 	312.9		
See Notes to Unaudited Selected Adjusted Pro Forma Financial Information

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Ingersoll-Rand plc
Notes to Unaudited Selected Adjusted Pro Forma Financial Information
		
(a)	The selected pro forma financial information was derived from the Pro Forma 8-K. However, the Earnings from continuing operations attributable to Ingersoll-Rand plc line item was adjusted for earnings attributable to Allegion noncontrolling interests of $13.9 million and $3.9 million for the nine months ended September 30, 2013 and 2012, respectively.	
		
(b)	Non-GAAP adjustments to reconcile pro forma financial information to non-GAAP financial information:	

									
 	In millions	For the nine months ended September 30,	
 	Detail of Non-GAAP Adjustments:	2013	 	2012	
(c)	Restructuring costs	$	38.7		 	$	33.9		
(d)	Hussmann purchase price adjustments	—		 	(4.5	)	
(e)	Refinancing premium	46.3		 	—		
(f)	Tax impact	(10.8	)	 	(1.1	)	
(g)	Impact of adjustments on earnings from continuing operations attributable to Ingersoll-Rand plc	$	74.2		 	$	28.3		
The non-GAAP adjustments above exclude Allegion-related impacts as they will be classified as discontinued operations in future filings.

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