8-KRegulation FD

Trane Technologies plc 8-K Report, Regulation FD Disclosure (Sep 20, 2013)

Filed September 20, 2013For Securities:TT

Summary

Trane Technologies plc (formerly Ingersoll-Rand plc) announced in this 8-K filing that it is conducting an interim impairment test for its Security Technologies Europe, Middle East, India, and Africa (EMEIA) reporting unit. This follows a previous disclosure where the fair value of this unit was only slightly above its carrying value. The company has determined that the estimated fair value of this unit is now less than its carrying value, necessitating a second step in the impairment testing process to quantify any non-cash impairment charge. Investors should note that this potential impairment relates to goodwill of approximately $190 million as of June 30, 2013. While the exact amount of the impairment charge is yet to be determined, it is expected to be a non-cash item and will not affect the company's debt covenants or borrowing capacity. The company also stated its belief that the Security Technologies EMEIA business will continue to be a vital part of Allegion plc post-spin off.

Key Highlights

  • 1Interim impairment test initiated for Security Technologies EMEIA reporting unit.
  • 2Estimated fair value of the Security Technologies EMEIA unit is less than its carrying value.
  • 3A non-cash goodwill impairment charge may be recorded in the Q3 2013 Form 10-Q.
  • 4The reporting unit had approximately $190 million of goodwill as of June 30, 2013.
  • 5Any impairment charge will be non-cash and will not impact debt covenants or borrowing capacity.
  • 6Company believes the Security Technologies EMEIA unit remains important for Allegion plc's future success post-spin off.

Frequently Asked Questions

The company is filing this 8-K to disclose that it is performing an interim goodwill impairment test for its Security Technologies EMEIA reporting unit because its estimated fair value has fallen below its carrying value.

No, the company explicitly states that any non-cash impairment charge will not impact its compliance with existing debt covenants or its borrowing capacity under current credit arrangements.

The Security Technologies EMEIA reporting unit had approximately $190 million of goodwill as of June 30, 2013. The company is in the process of determining the exact amount of the non-cash impairment charge, if any, that will be recorded.

The company believes that the Security Technologies EMEIA reporting unit will continue to be a significant part of Allegion plc's business even after the proposed spin-off.