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
Certain agreements filed as exhibits to this Annual Report on Form 10-K may contain representations and warranties by the parties thereto. These representations and warranties have been made solely for the benefit of the parties to such agreements and (i) may have been qualified by confidential disclosures made by parties in connection with such agreements, (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 or may not be fully reflected in our public disclosure, (iii) were included in such agreements solely to 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. Investors are not third-party beneficiaries under such agreements, and accordingly, should not rely on these representations and warranties as characterizations of our actual state of affairs at the date thereof or hereof.
(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 | Fourth Supplemental Indenture, dated as of June 22, 2022, among Allegion plc, Allegion US Holding Company Inc., and Computershare Trust Company, N.A. as successor to Wells Fargo Bank National Association. | Incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed June 22, 2022 (File No. 001-35971). | ||||||||||||
| 4.9 | Form of Global Note representing the 5.411% Senior Notes due 2032. | Incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed June 22,2022 included in Exhibit 4.2) (File No. 001-35971). | ||||||||||||
| 4.10 | 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 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). | ||||||||||||
| 10.15 | 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. * | Incorporated by reference to Exhibit 10.21 of the Company's Form 10-K filed with the SEC on February 15, 2022 (File No. 001-35971). | ||||||||||||
| 10.22 | 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). | ||||||||||||
| 10.23 | 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). | ||||||||||||
| 10.24 | 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). | ||||||||||||
| 10.25 | 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). | ||||||||||||
| 10.26 | 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). | ||||||||||||
| 10.27 | 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). | ||||||||||||
| 10.28 | Form of 2022 Global Restricted Stock Unit Award Agreement. * | Incorporated by reference to Exhibit 10.31 of the Company's Form 10-K filed with the SEC on February 15, 2022 (File No. 001-35971). | ||||||||||||
| 10.29 | Form of 2022 Global Stock Option Award Agreement. * | Incorporated by reference to Exhibit 10.32 of the Company's Form 10-K filed with the SEC on February 15, 2022 File No. 001-35971). | ||||||||||||
| 10.30 | Form of 2022 Global Performance Stock Unit Award Agreement. * | Incorporated by reference to Exhibit 10.33 of the Company's Form 10-K filed with the SEC on February 15, 2022 (File No. 001-35971). | ||||||||||||
| 10.31 | 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). | ||||||||||||
| 10.32 | 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). | ||||||||||||
| 10.33 | 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). | ||||||||||||
| 10.34 | 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). | ||||||||||||
| 10.35 | Michael J. Wagnes Offer Letter, dated February 14, 2022. * | Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on February 15, 2022 (File No. 001-35971). | ||||||||||||
| 10.36 | John H. Stone Offer Letter, dated May 24, 2022. * | Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on May 31, 2022 (File No. 001-35971). | ||||||||||||
| 10.37 | John H. Stone Restricted Stock Unit Award Agreement, dated August 1, 2022. * | Incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed with the SEC on October 27, 2022 (File No. 001-35971). | ||||||||||||
| 10.38 | John H. Stone Stock Option Award Agreement, dated August 1, 2022. * | Incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filed with the SEC on October 27, 2022 (File No. 001-35971). | ||||||||||||
| 10.39 | David S. Ilardi Offer Letter, dated February 14, 2022. * | Filed herewith. | ||||||||||||
| 10.40 | Transaction Agreement, dated as of April 22, 2022, by and between Allegion US Holding Company Inc. Stanley Black & Decker, Inc., Stanley Black & Decker Canada Corporation, various entities thereto and Stanley Access Technologies LLC. | Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on April 22, 2022 (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.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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