Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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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 of 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 of 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 the Company's Form 8-K filed October 2, 2017 (File No. 001-35971). | ||||||||||||
| 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 the Company's Form 8-K filed October 2, 2017 (File No. 001-35971). | ||||||||||||
| 4.3 | Form of Global Note representing the 3.200% Senior Notes due 2024. | Incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed October 2, 2017 (included in Exhibit 4.2) (File No. 001-35971). | ||||||||||||
| 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 the Company's Form 8-K filed October 2, 2017 (File No. 001-35971). | ||||||||||||
| 4.5 | Form of Global Note representing the 3.550% Senior Notes due 2027. | Incorporated by reference to Exhibit 4.5 of the Company's Form 8-K filed October 2, 2017 (included in Exhibit 4.4) (File No. 001-35971). | ||||||||||||
| 4.6 | Third Supplemental Indenture, dated as of September 27, 2019, among Allegion plc, Allegion US Holding Company Inc. and Wells Fargo Bank, National Association. | Incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed September 27, 2019 (File No. 001-35971). | ||||||||||||
| 4.7 | Form of Global Note representing the 3.500% Senior Notes due 2029. | Incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed September 27, 2019 (included in Exhibit 4.2) (File No. 001-35971). | ||||||||||||
| 4.8 | Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. | Incorporated by reference to Exhibit 4.8 of the Company’s Form 10-K filed with the SEC on February 18, 2020 (File No. 001-35971). | ||||||||||||
| 10.1 | Form of Separation Agreement and Release. * | Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-K filed with the SEC on February 19, 2019 (File No. 001-35971). | ||||||||||||
| 10.2 | Tax Matters Agreement between Ingersoll-Rand plc and Allegion plc. | Incorporated by reference to Exhibit 10.1 of 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 November 18, 2021. | Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed November 18, 2021 (File No. 001-35971). | ||||||||||||
| 10.4 | Employee Matters Agreement between Ingersoll-Rand plc and Allegion plc. | Incorporated by reference to Exhibit 10.2 of 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 of 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 of 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 of the Company’s Form 10-K filed with the SEC on February 18, 2020 (File No. 001-35971). | ||||||||||||
| 10.8 | Elected Officer Supplemental Program. * | Incorporated by reference to Exhibit 10.8 of 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 of 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 of 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 of 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 of 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 of 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 of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||||||||||||
| 10.15 | Jeffrey N. Braun Offer Letter, dated June 13, 2014. * | Incorporated by reference to Exhibit 10.15 of the Company's Form 10-K filed with the SEC on February 17, 2017 (File No. 001-35971). | ||||||||||||
| 10.16 | Form of Allegion plc Deed Poll Indemnity. | Incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||||||||||||
| 10.17 | Form of Allegion US Holding Company, Inc. Deed Poll Indemnity. | Incorporated by reference to Exhibit 10.22 of 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 Irish Holding Company Limited Deed Poll Indemnity. | Incorporated by reference to Exhibit 10.23 of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | ||||||||||||
| 10.19 | Annual Incentive Plan. * | Incorporated by reference to Exhibit 10.1 of the Company's Form 10-K filed with the SEC on March 10, 2014 (File No. 001-35971). | ||||||||||||
| 10.20 | Change in Control Severance Plan. * | Incorporated by reference to Exhibit 10.2 of the Company's Form 10-K filed with the SEC on March 10, 2014 (File No. 001-35971). | ||||||||||||
| 10.21 | Form of Special Global Restricted Stock Unit Award Agreement. * | Filed herewith. | ||||||||||||
| 10.22 | Form of 2019 Global Restricted Stock Unit Award Agreement. * | Incorporated by reference to Exhibit 10.22 of the Company's Form 10-K filed with the SEC on February 19, 2019 (File No. 001-35971). | ||||||||||||
| 10.23 | Form of 2019 Global Stock Option Award Agreement. * | Incorporated by reference to Exhibit 10.23 of the Company's Form 10-K filed with the SEC on February 19, 2019 (File No. 001-35971). | ||||||||||||
| 10.24 | Form of 2019 Global Performance Stock Unit Award Agreement. * | Incorporated by reference to Exhibit 10.24 of the Company's Form 10-K filed with the SEC on February 19, 2019 (File No. 001-35971). | ||||||||||||
| 10.25 | Form of 2020 Global Restricted Stock Unit Award Agreement. * | Incorporated by reference to Exhibit 10.22 of the Company's Form 10-K filed with the SEC on February 18, 2020 (File No. 001-35971). | ||||||||||||
| 10.26 | Form of 2020 Global Stock Option Award Agreement. * | Incorporated by reference to Exhibit 10.23 of the Company's Form 10-K filed with the SEC on February 18, 2020 (File No. 001-35971). | ||||||||||||
| 10.27 | Form of 2020 Global Performance Stock Unit Award Agreement. * | Incorporated by reference to Exhibit 10.24 of the Company's Form 10-K filed with the SEC on February 18, 2020 (File No. 001-35971). | ||||||||||||
| 10.28 | Form of 2021 Global Restricted Stock Unit Award Agreement. * | Incorporated by reference to Exhibit 10.22 of the Company's Form 10-K filed with the SEC on February 16, 2021 (File No. 001-35971). | ||||||||||||
| 10.29 | Form of 2021 Global Stock Option Award Agreement. * | Incorporated by reference to Exhibit 10.23 of the Company's Form 10-K filed with the SEC on February 16, 2021 (File No. 001-35971). | ||||||||||||
| 10.30 | Form of 2021 Global Performance Stock Unit Award Agreement. * | Incorporated by reference to Exhibit 10.24 of the Company's Form 10-K filed with the SEC on February 16, 2021 (File No. 001-35971). | ||||||||||||
| 10.31 | Form of 2022 Global Restricted Stock Unit Award Agreement. * | Filed herewith. | ||||||||||||
| 10.32 | Form of 2022 Global Stock Option Award Agreement. * | Filed herewith. | ||||||||||||
| 10.33 | Form of 2022 Global Performance Stock Unit Award Agreement. * | Filed herewith. | ||||||||||||
| 10.34 | Form of Non-Employee Director Restricted Stock Unit Award Agreement. * | Incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed with the SEC on April 30, 2015 (File No. 001-35971). | ||||||||||||
| 10.35 | 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 of the Company's Form 10-Q filed with the SEC on July 30, 2015 (File No. 001-35971). | ||||||||||||
| 10.36 | Timothy P. Eckersley Offer Letter, dated March 3, 2021. * | Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on March 10, 2021 (File No. 001-35971). | ||||||||||||
| 10.37 | Timothy P. Eckersley Retention Agreement, dated March 3, 2021. * | Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on March 10, 2021 (File No. 001-35971). | ||||||||||||
| 10.38 | Timothy P. Eckersley Restricted Stock Unit Award Agreement, dated March 10, 2021. * | Incorporated by reference to Exhibit 10.6 of the Company's Form 10-Q filed with the SEC on April 22, 2021 (File No. 001-35971). | ||||||||||||
| 10.39 | Timothy P. Eckersley Performance Stock Unit Award Agreement, dated March 10, 2021. * | Incorporated by reference to Exhibit 10.7 of the Company's Form 10-Q filed with the SEC on April 22, 2021 (File No. 001-35971). | ||||||||||||
| 10.40 | Luis Orbegoso Offer Letter, dated January 29, 2021. * | Filed herewith. | ||||||||||||
| 10.41 | Luis Orbegoso Restricted Stock Unit Award Agreement, dated February 18, 2021. * | Filed herewith. | ||||||||||||
| 10.42 | Luis Orbegoso Separation Agreement, dated December 31, 2021. * | Filed herewith. | ||||||||||||
| 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.INS | XBRL Instance Document. | The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | Filed herewith. | ||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | Filed herewith. | ||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | Filed herewith. | ||||||||||||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document. | Filed herewith. | ||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | Filed herewith. | ||||||||||||
| 104 | Cover Page Interactive Data File. | Formatted as Inline XBRL and contained in Exhibit 101. |
- Compensatory plan or arrangement.
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