Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

21K 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.

Table of Contents

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 NumberExhibit DescriptionMethod of Filing
3.1Amended 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).
4.1Indenture, 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).
4.2First 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).
4.3Form 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).
4.4Second 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).
4.5Form 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).
4.6Third 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).
4.7Form 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).
4.8Fourth 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).
4.9Form 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).
4.10Description 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).
10.1Form 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).

Table of Contents

10.2Tax 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).
10.3Credit 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).
10.52023 Incentive Stock Plan. *Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed with the SEC on July 26, 2023, as amended (File No. 001-35971).
10.6Executive 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).
10.7Supplemental 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).
10.8Elected 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).
10.9Key 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).
10.10Supplemental 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).
10.11Senior 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).
10.14Timothy 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).
10.15Jeffrey 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).
10.16Form 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).
10.17Form 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).
10.18Form 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).
10.19Annual 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).
10.20Change 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).

Table of Contents

10.21Form of Global Restricted Stock Unit Award Agreement. *Filed herewith.
10.22Form of Global Stock Option Award Agreement. *Filed herewith.
10.23Form of Global Performance Stock Unit Award Agreement. *Filed herewith.
10.24Form of Non-Employee Director Restricted Stock Unit Award Agreement. *Incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filed with the SEC on July 26, 2023 (File No. 001-35971).
10.25Share 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).
10.26Michael 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).
10.27John 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).
10.28David S. Ilardi Offer Letter, dated February 14, 2022. *Incorporated by reference to Exhibit 10.39 of the Company's Form 10-K filed with the SEC on February 15, 2022 (File No. 001-35971)
10.29Transaction 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).
21.1List of subsidiaries of Allegion plc.Filed herewith.
22Subsidiary Guarantors and Issuers of Guaranteed SecuritiesFiled herewith.
23.1Consent of Independent Registered Public Accounting Firm.Filed herewith.
31.1Certification 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.
31.2Certification 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.
32.1Certifications 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.Filed herewith.
97SEC Rule 10D-1 Clawback Policy*.Filed herewith.
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document.Filed herewith.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.Filed herewith.

Table of Contents

101.DEFXBRL Taxonomy Extension Definition Linkbase Document.Filed herewith.
101.LABXBRL Taxonomy Extension Labels Linkbase Document.Filed herewith.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.Filed herewith.
104Cover Page Interactive Data File.Formatted as Inline XBRL and contained in Exhibit 101.
  • Management contract or compensatory plan or arrangement.

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES · Next: Item 16. FORM 10-K SUMMARY