filings.toolsItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
15K characters. Original on sec.gov · Markdown
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) 1. and 2. | Financial statements and financial statement schedule See Item 8. |
| 3. | Exhibits |
| The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K. |
ALLEGION PLC
INDEX TO EXHIBITS
(Item 15(a))
Description
Pursuant to the rules and regulations of the SEC, we have filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.
(a) Exhibits
| Exhibit Number | Exhibit Description | Method of Filing | ||
| 2.1 | Separation and Distribution Agreement between Ingersoll-Rand plc and Allegion plc, dated November 29, 2013. | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on December 2, 2013 (File No. 001-35971). | ||
| 3.1 | Amended and Restated Memorandum and Articles of Association of Allegion plc. | Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on June 13, 2016 (File No. 001-35971). | ||
| 4.1 | Indenture, dated as of October 2, 2017, among Allegion US Holding Company Inc., Allegion plc and Wells Fargo Bank, National Association. | Incorporated by reference to Exhibit 4.1 of Allegion plc's Current Report on Form 8-K filed October 2, 2017. | ||
| 4.2 | First Supplemental Indenture, dated as of October 2, 2017, among Allegion US Holding Company Inc., Allegion plc and Wells Fargo Bank, National Association. | Incorporated by reference to Exhibit 4.2 of Allegion plc's Current Report on Form 8-K filed October 2, 2017. | ||
| 4.3 | Form of Global Note representing the 3.200% Senior Notes due 2024. | Incorporated by reference to Exhibit 4.3 of Allegion plc's Current Report on Form 8-K filed October 2, 2017 (included in Exhibit 4.2). | ||
| 4.4 | Second Supplemental Indenture, dated as of October 2, 2017, among Allegion US Holding Company Inc., Allegion plc and Wells Fargo Bank, National Association. | Incorporated by reference to Exhibit 4.4 of Allegion plc's Current Report on Form 8-K filed October 2, 2017. | ||
| 4.5 | Form of Global Note representing the 3.550% Senior Notes due 2027. | Incorporated by reference to Exhibit 4.5 of Allegion plc's Current Report on Form 8-K filed October 2, 2017 (included in Exhibit 4.4). | ||
| 10.1 | Form of Separation Agreement and Release. * | Filed herewith. | ||
| 10.2 | Tax Matters Agreement between Ingersoll-Rand plc and Allegion plc. | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 2, 2013 (File No. 001-35971). | ||
| 10.3 | Credit Agreement, dated as of September 12, 2017. | Incorporated by reference to Exhibit 10.1 of Allegion plc's Current Report on Form 8-K filed September 15, 2017. | ||
| 10.4 | Employee Matters Agreement between Ingersoll-Rand plc and Allegion plc. | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on December 2, 2013 (File No. 001-35971). | ||
| 10.5 | 2013 Incentive Stock Plan. * | Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.6 | Executive Deferred Compensation Plan. * | Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.7 | Supplemental Employee Savings Plan. * | Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.8 | Elected Officer Supplemental Program. * | Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.9 | Key Management Supplemental Program. * | Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.10 | Supplemental Pension Plan. * | Incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.11 | Senior Executive Performance Plan. * | Incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.12 | David D. Petratis Offer Letter, dated June 19, 2013. * | Incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.13 | Patrick S. Shannon Offer Letter, dated April 9, 2013. * | Incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.14 | Timothy P. Eckersley Offer Letter, dated October 3, 2013. * | Incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.15 | Lucia V. Moretti, Offer Letter, dated February 19, 2014. * | Incorporated by reference to Exhibit 10.1 to the Company's Form 10-K filed with the SEC on February 26, 2016 (File No. 001-35971). | ||
| 10.16 | Jeffrey N. Braun Offer Letter, dated June 13, 2014. * | Incorporated by reference to Exhibit 10.15 to the Company's Form 10-K filed with the SEC on February 17, 2017 (File No. 001-35971). | ||
| 10.17 | Form of Allegion plc Deed Poll Indemnity. | Incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.18 | Form of Allegion US Holding Company, Inc. Deed Poll Indemnity. | Incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.19 | Form of Allegion Irish Holding Company Limited Deed Poll Indemnity. | Incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||
| 10.20 | Annual Incentive Plan. * | Incorporated by reference to Exhibit 10.1 to the Company's Form 10-K filed with the SEC on March 10, 2014 (File No. 001-35971). | ||
| 10.21 | Change in Control Severance Plan. * | Incorporated by reference to Exhibit 10.2 to the Company's Form 10-K filed with the SEC on March 10, 2014 (File No. 001-35971). | ||
| 10.22 | Form of Restricted Stock Unit Award Agreement. * | Filed herewith. | ||
| 10.23 | Form of Stock Option Award Agreement. * | Filed herewith. | ||
| 10.24 | Form of Performance Share Unit Award Agreement. * | Filed herewith. | ||
| 10.25 | Form of Special Restricted Stock Unit Award Agreement. * | Incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed with the SEC on February 9, 2016 (File No. 001-35971). | ||
| 10.26 | Form of Non-Employee Director Restricted Stock Unit Award Agreement. * | Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the SEC on April 30, 2015 (File No. 001-35971). | ||
| 10.27 | Share Purchase Agreement dated June 26, 2015 between SimonsVoss Luxco S.à r.l., SimonsVoss Co-Invest GmbH & Co. KG, Mr Frank Rövekamp and Allegion Luxembourg Holding & Financing S.à r.l. | Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the SEC on July 30, 2015 (File No. 001-35971). | ||
| 21.1 | List of subsidiaries of Allegion plc. | Filed herewith. | ||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | Filed herewith. | ||
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | ||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith. | ||
| 32.1 | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. | ||
| 101 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Equity and (v) Notes to Consolidated Financial Statements. | Filed herewith. |
- Compensatory plan or arrangement.
Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES · Next: Item 16. FORM 10-K SUMMARY
Sponsor Sponsor this sector. One slot per industry, shown on every filing in it. Details