November 14 , 2013

Dear Shareholder of Ingersoll-Rand plc:

We are pleased to inform you that the Board of Directors of Ingersoll-Rand plc (“Ingersoll Rand”) has approved a plan to spin off its commercial and residential security businesses. The security businesses are being transferred to Allegion plc, a newly created company (“Allegion”), whose shares will be distributed to Ingersoll Rand shareholders. As a current shareholder of Ingersoll Rand, you will be entitled to receive one ordinary share of Allegion for every three ordinary shares of Ingersoll Rand you own and hold as of the record date, as further described in the enclosed Information Statement. Shareholder approval of the distribution is not required, nor are you required to take any action to receive your ordinary shares of Allegion. We expect that Allegion ordinary shares will be listed on the New York Stock Exchange under the symbol “ALLE” in connection with the spin-off.

Following completion of the spin-off, Ingersoll Rand will continue to trade on the New York Stock Exchange as a diversified industrial products company focusing on advancing the quality of life by creating comfortable, sustainable and efficient environments. Ingersoll Rand will continue to serve customers globally through its recognized brands, including Ingersoll Rand ^® , Trane ^® , American Standard ^® , Ameristar ^® , Thermo King ^® and Club Car ^® . 

We invite you to learn more about Allegion by reviewing the enclosed Information Statement, which describes the spin-off in detail and contains important information about Allegion, including historical combined financial statements.

Thank you for your continued support of Ingersoll Rand and your future support of Allegion.

Very truly yours,

Michael W. Lamach

Chairman and Chief Executive Officer

Ingersoll-Rand plc

  

November 14 , 2013

Dear Future Allegion plc Shareholder:

On behalf of our company, it is my pleasure to welcome you as a shareholder of Allegion plc (“Allegion”). We are a leading global provider of security products and solutions that keep people and places safe, secure and productive.

Today, we sell our security products and solutions under 23 brands in 120 countries, including Schlage®, Von Duprin®, LCN®, CISA® and Interflex®. 

Allegion’s deep expertise, diversified portfolio of market-leading brands, operational excellence capabilities, residential security consumer insights, and long history of delivering innovative and high-quality products and solutions, among other strengths, enable us to meet our end-users’ diverse security needs.

As a standalone, publicly-traded company, we believe we can more effectively focus on and execute our objectives and growth strategy. We anticipate that this will improve our ability to invest in our businesses and continue to develop innovative new products, pursue strategic transactions, and enhance our market recognition to investors.

We encourage you to learn more about us and our strategic initiatives by reading the enclosed Information Statement. We intend to list our ordinary shares on the New York Stock Exchange under the symbol “ALLE.”

We look forward to this new and exciting chapter for our company, and we welcome you as a shareholder of Allegion.

Very truly yours,

David D. Petratis

Chairman, President and Chief Executive Officer

Allegion plc

INFORMATION STATEMENT

ALLEGION plc

Ordinary Shares

($0.01 value)

______________________________

This Information Statement is being furnished in connection with the distribution of ordinary shares of Allegion plc (“Allegion”), which will hold the commercial and residential security businesses of Ingersoll-Rand plc (“Ingersoll Rand”), to Ingersoll Rand’s shareholders (the “distribution”).

For every three ordinary shares of Ingersoll Rand held of record by you as of the close of business on November 22, 2013, the record date for the distribution, you will receive one ordinary share of Allegion. You will receive cash in lieu of any fractional ordinary shares of Allegion which you would have received after application of the above ratio. We expect our ordinary shares to be distributed to you on December 1, 2013. We refer to the date of the distribution of our ordinary shares as the “distribution date.” As discussed under “The Spin-Off - Trading Market,” if you sell your ordinary shares of Ingersoll Rand in the “regular-way” market after the record date and before the distribution date, you also will be selling your right to receive ordinary shares of Allegion in connection with the spin-off.

The distribution is intended to be tax-free to Ingersoll Rand shareholders for United States federal income tax purposes, except for cash received in lieu of fractional shares. The distribution is subject to the satisfaction or waiver by Ingersoll Rand of certain conditions, including the continued effectiveness of a private letter ruling that Ingersoll Rand has received from the U.S. Internal Revenue Service and opinions of tax counsel confirming that the distribution and certain transactions entered into in connection with the distribution generally will be tax-free to Ingersoll Rand and its shareholders for U.S. federal income tax purposes, except for cash received in lieu of fractional shares.

No vote of Ingersoll Rand’s shareholders is required in connection with the spin-off. Therefore, you are not being asked for a proxy, and you are requested not to send us a proxy, in connection with the spin-off. You do not need to pay any consideration, exchange or surrender your existing ordinary shares of Ingersoll Rand or take any other action to receive your ordinary shares of Allegion.

There is no current trading market for our ordinary shares, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop on or shortly before the record date for the distribution, and we expect “regular-way” trading of our ordinary shares to begin on the first trading day following the completion of the spin-off. We intend to apply for authorization to list our ordinary shares on the New York Stock Exchange under the symbol “ALLE.”

______________________________

In reviewing this Information Statement, you should

carefully consider the matters described under “Risk Factors” beginning on page 9.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense.

This Information Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

This Information Statement is not a prospectus within the meaning of the Prospectus Directive (2003/71/EC). No offer of shares to the public is made, or will be made, that requires the publication of a prospectus pursuant to the Prospectus Directive (2003/71/EC). This Information Statement has not been approved or reviewed by or registered with a competent authority, within the meaning of the Prospectus Directive (2003/71/EC), of any EEA Member State. This Information Statement does not constitute investment advice or the provision of investment services within the meaning of the Markets in Financial Instruments Directive (2004/39/EC). Neither Ingersoll Rand nor Allegion is an authorized investment firm within the meaning of the Markets in Financial Instruments Directive (2004/39/EC) and the recipients of this Information Statement should seek independent legal and financial advice in determining their actions in respect of or pursuant to this Information Statement.

References in this Information Statement to specific codes, legislation or other statutory enactments are to be deemed as references to those codes, legislation or other statutory enactments, as amended from time to time.

The date of this Information Statement is November 14 , 2013.

This Information Statement, or a Notice of Internet Availability of Information Statement Materials,

was first mailed to Ingersoll Rand shareholders on or about November 15 , 2013.

TABLE OF CONTENTS

 

 

SUMMARY

This summary highlights information contained elsewhere in this Information Statement and may not contain all of the information that may be important to you. You should read this entire Information Statement carefully, including the Risk Factors, our Management’s Discussion and Analysis of Financial Condition and Results of Operations, our historical financial statements and our Unaudited Pro Forma Condensed Combined Financial Statements and the respective notes to those historical and pro forma financial statements. Unless otherwise indicated or the context otherwise requires, the information included in this Information Statement assumes the completion of the spin-off.

In this Information Statement, unless the context otherwise requires:

We also refer to:

Summary Business Description

Our Company

Allegion is a leading global provider of security products and solutions that keep people and places safe, secure and productive. In 2012, we generated revenues of $2,047 million, making us the second largest security products and solutions provider in the world in revenues. We offer an extensive and versatile portfolio of mechanical and electronic security products across a range of market-leading brands. Our hundreds of experts across the globe deliver high-quality security products, services and systems and we use our deep expertise to serve as trusted partners to end-users who seek customized solutions to their security needs.

We operate in three geographic regions: Americas; Europe, Middle East, India and Africa (“EMEIA”); and Asia Pacific.  We sell a wide range of security products and solutions for end-users in commercial, institutional and residential facilities worldwide, including into the education, healthcare, government, commercial office and single- and multi-family residential markets.  Our strategic brands are Schlage ^® , Von Duprin ^® , LCN ^® , CISA ^® and Interflex ^® .  We believe Schlage, Von Duprin and LCN hold the No. 1 position in their primary product categories in North America and CISA and Interflex hold the No. 1 or No. 2 position in their primary product categories in Italy and Germany, respectively.

Our Strengths

Our competitive strengths derive from combining application expertise and operational excellence with a sophisticated understanding of our markets and knowledge of our end-user’s needs. We define operational excellence as our lean manufacturing operations, specifically our ability to handle highly complex manufacturing efficiently, our agile supply chain, and ongoing programs that drive continuous improvement in our products and services. Our competitive strengths include:

Other Information

Allegion plc was incorporated in Ireland on May 9, 2013. Our principal executive offices are located at Block D, Iveagh Court, Harcourt Road, Dublin 2, Ireland. Our telephone number is (353)(1) 2546200.

Questions and Answers About the Spin-Off

Overview

The Board of Directors of Ingersoll Rand has approved a plan to spin off its commercial and residential security businesses. Following the spin-off, we will hold the commercial and residential security businesses and will be an independent, publicly-traded company.

Before our spin-off from Ingersoll Rand, we will enter into a Separation and Distribution Agreement and several other agreements with Ingersoll Rand related to the spin-off. These agreements will govern the relationship between us and Ingersoll Rand after completion of the spin-off and provide for the allocation between us and Ingersoll Rand of various assets, liabilities, rights and obligations (including employee benefits, insurance and tax-related assets and liabilities). These agreements will also include arrangements with respect to transition services to be provided by Ingersoll Rand to us and vice versa. See “Certain Relationships and Related Party Transactions - Agreements with Ingersoll Rand Related to the Spin-Off.”

The distribution of Allegion ordinary shares as described in this Information Statement is subject to the satisfaction or waiver by Ingersoll Rand of certain conditions. Even if all such conditions are met, Ingersoll Rand has the right not to complete the spin-off if, at any time prior to the distribution, the Board of Directors of Ingersoll Rand determines, in its sole discretion, that the spin-off is not in the best interests of Ingersoll Rand or its shareholders, that a sale or other alternative is in the best interests of Ingersoll Rand or its shareholders, or that market conditions or other circumstances are such that it is not advisable at that time to separate the commercial and residential security businesses from Ingersoll Rand. See “The Spin-Off - Conditions to the Spin-Off.” Additionally, we expect to have approximately $1.3 billion of indebtedness at the time of the spin-off, the net proceeds of which will be distributed to Ingersoll Rand. In addition, we expect to have a senior secured revolving credit facility permitting borrowings of up to $500 million.

Questions and Answers About the Spin-Off

The following provides only a summary of the terms of the spin-off. For a more detailed description of the matters described below, see “The Spin-Off.”

Ingersoll Rand’s Board of Directors also considered certain risks and negative factors associated with the spin-off, including: the fact that the spin-off will be contingent upon the satisfaction of a number of conditions and will require significant time and attention of management; the risk that the spin-off may not achieve some or all of its intended benefits; the fact that the trading price of Ingersoll Rand’s ordinary shares will likely decrease immediately following the spin-off; the risk that the combined trading price of Ingersoll Rand and our ordinary shares may be less than the price at which Ingersoll Rand’s ordinary shares would otherwise have traded; and the risk that the spin-off could result in substantial tax liability.

Computershare

Toll Free Number: (866) 229-8405

Toll and International Number: (201) 680-6860

Before the spin-off, if you have any questions relating to the spin-off, you should contact Ingersoll Rand at:

Ingersoll-Rand plc

Investor Relations

c/o Ingersoll-Rand Company

800-E Beaty Street

Davidson, North Carolina 28036

(704) 655-4469

After completion of the spin-off:

See “The Spin-Off - Manner of Effecting the Spin-Off - Internal Reorganization.”

spin-off, except to the extent of cash received in lieu of fractional shares (the “IRS Ruling”). As a condition to the spin-off, the IRS Ruling must remain in effect as of the distribution date. In addition, the spin-off is conditioned (unless waived by Ingersoll Rand) on the receipt of opinions from Ingersoll Rand’s tax adviser, Simpson Thacher & Bartlett LLP, in form and substance acceptable to Ingersoll Rand, substantially to the effect that certain requirements, including certain requirements that the IRS will not rule on, necessary to obtain tax-free treatment have been satisfied. See “The Spin-Off - U.S. Federal Income Tax Consequences of the Spin-Off.”

Ingersoll Rand shareholders that are not resident or ordinarily resident in Ireland for Irish tax purposes and do not hold their shares in connection with a trade or business carried on by such shareholders through an Irish branch or agency will not generally be subject to Irish tax on chargeable gains on the receipt of Allegion ordinary shares or cash in lieu of fractional shares pursuant to the transaction. Other Ingersoll Rand shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes will not generally be subject to Irish tax on chargeable gains on the receipt of Allegion ordinary shares pursuant to the distribution but will be subject to Irish tax on chargeable gains on the receipt of any cash in lieu of fractional shares. Ingersoll Rand has received an opinion from Irish Revenue Commissioners (“Irish Revenue”) confirming this treatment. The Irish tax consequences of the spin-off are described in more detail under “The Spin-Off - Irish Tax Consequences of the Spin-Off.”

Shareholders are urged to consult their own tax advisers as to the tax consequences of the spin-off to them in light of their particular circumstances, including the applications and effect of any Irish, U.S. federal, state, local or non-U.S. tax laws and of changes in applicable tax laws.

The fulfillment of the foregoing conditions will not create any obligation on Ingersoll Rand’s part to effect the spin-off. We are not aware of any material federal, foreign or state regulatory requirements that must be complied with or any material approvals that must be obtained, other than compliance with SEC rules and regulations, the receipt and effectiveness of the IRS Ruling, approval for listing on the NYSE and the declaration of effectiveness of the Registration Statement on Form 10, of which this Information Statement forms a part, by the SEC, in connection with the distribution. Ingersoll Rand has the right not to complete the spin-off if, at any time prior to the distribution, the Board of Directors of Ingersoll Rand determines, in its sole discretion, that the spin-off is not then in the best interests of Ingersoll Rand or its shareholders, that a sale or other alternative is in the best interests of Ingersoll Rand or its shareholders or that it is not advisable to separate the commercial and residential security businesses from Ingersoll Rand at that time. For more information, see “The Spin-Off - Conditions to the Spin-Off.”

Relationship with Ingersoll Rand

        

RISK FACTORS

You should carefully consider the risks described below, together with all the other information included in this Information Statement, in evaluating us and our ordinary shares. If any of the risks described below actually occurs, our business, financial condition, results of operations and cash flows could be materially and adversely affected. Any such adverse effect may cause the trading price of our ordinary shares to decline and as a result you could lose all or part of your investment in us. Our business may also be adversely affected by risks and uncertainties not known to us or risks that we currently believe to be immaterial.

Risks Related to Our Business

Our global operations subject us to economic risks.

We are incorporated in Ireland and operate in countries worldwide. Our global operations are dependent upon products manufactured, purchased and sold in the U.S. and internationally, including in Europe, China, Australia, Mexico, Venezuela, and Turkey. Accordingly, we are subject to risks that are inherent in operating globally, including:

These risks could increase our cost of doing business internationally, increase our counterparty risk, disrupt our operations, disrupt the ability of suppliers and customers to fulfill their obligations, limit our ability to sell products in certain markets and have a material adverse impact on our business, financial condition, results of operations and cash flows.

Our business relies on the commercial and residential construction and remodeling markets.

We primarily rely on the commercial and residential construction and remodeling markets, which are marked by cyclicality based on overall economic conditions. Weakness or instability in these markets may cause current and potential customers to delay or choose not to make purchases, which could negatively impact the demand for our products and services. Decrease in the demand for our products and services could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Our growth is dependent, in part, on the development, commercialization and acceptance of new products and services.

We must develop and commercialize new products and services in order to remain competitive in our current and future markets and in order to continue to grow our business. We cannot provide any assurance that any new product or service will be successfully commercialized in a timely manner, if ever, or, if commercialized, will result in returns greater than our investment. Investment in a product or service could divert our attention and resources from other projects that become more commercially viable in the market. We also cannot provide any assurance that any new product or service will be accepted by the market. Failure to develop new products and services that are accepted by the market could have a material adverse impact on our competitive position, business, financial condition, results of operations and cash flows.

Changes in customer preferences and the inability to maintain mutually beneficial relationships with large customers could adversely affect our business.

We have certain significant customers, particularly major retailers, although no one customer represented more than 10% of combined net sales in 2012. The loss or material reduction of business, the lack of success of sales initiatives, or changes in customer preferences or loyalties, for our products related to any such significant customer could have a material adverse impact on our business, financial condition, results of operations and cash flows. In addition, our major customers who are volume purchasers are much larger than us and have strong bargaining power with suppliers. This limits our ability to recover cost increases through higher selling prices. Furthermore, unanticipated inventory adjustments by these customers can have a negative impact on sales.

Our brands are important assets of our businesses and violation of our trademark rights by imitators could negatively impact revenues and brand reputation.

Our brands and trademarks enjoy a reputation for quality and value and are important to our success and competitive position. Unauthorized use of our trademarks may not only erode sales of our products, but may also cause significant damage to our brand name and reputation, interfere with relationships with our customers and increase litigation costs. There can be no assurance that our on-going effort to protect our brand and trademark rights will prevent all violations.

Currency exchange rate fluctuations may adversely affect our results.

We are exposed to a variety of market risks, including the effects of changes in currency exchange rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Disclosure About Market Risk.”

Approximately 36% of our 2012 net revenues were derived outside the U.S., and we expect sales to non-U.S. customers to continue to represent a significant portion of our consolidated net revenues. Although we enter into currency exchange contracts to reduce our risk related to currency exchange fluctuations, changes in the relative values of currencies occur from time to time and may, in some instances, have a material impact on our results of operations. Because we do not hedge against all of our currency exposure, our business will continue to be susceptible to currency fluctuations.

We also translate assets, liabilities, revenues and expenses denominated in non-U.S. dollar currencies into U.S. dollars for our consolidated financial statements based on the applicable exchange rates. Consequently, fluctuations in the value of the U.S. dollar versus other currencies will have a material impact on the value of these items in our consolidated financial statements, even if their value has not changed in their original currency.

Our business strategy includes making acquisitions and investments that complement our existing business. These acquisitions and investments could be unsuccessful or consume significant resources, which could adversely affect our operating results.

We will continue to analyze and evaluate the acquisition of strategic businesses or product lines with the potential to strengthen our industry position or enhance our existing set of products and services offerings. We cannot assure you that we will identify or successfully complete transactions with suitable acquisition candidates in the future. Nor can we assure you that completed acquisitions will be successful.

Acquisitions and investments may involve significant cash expenditures, debt incurrence, operating losses and expenses that could have a material adverse effect on our business, financial condition, results of operations and cash flows. Acquisitions involve numerous other risks, including:

We may also expand through acquisitions or investments into international markets in which we may have limited experience or are required to rely on business partners. In addition to the risks outlined above, expansion into international markets may require us to compete with local businesses with greater knowledge of the market, including the tastes and preferences of customers, and businesses with dominant market shares.

It may be difficult for us to complete transactions quickly, integrate acquired operations efficiently into our current business operations or effectively compete in new markets we enter. Any acquisitions or investments may ultimately harm our business or financial condition, as such acquisitions may not be successful and may ultimately result in impairment charges.

Our operational excellence efforts may not achieve the improvements we expect.

We utilize a number of tools to improve operational efficiency and productivity. Implementation of new processes to our operations could cause disruptions and there is no assurance that all of our planned operational excellence projects will be fully implemented or, if implemented, will realize the expected improvements.

Material adverse legal judgments, fines, penalties or settlements could adversely affect our business, financial condition, results of operations and cash flows.

We are currently and may in the future become involved in legal proceedings and disputes incidental to the operation of our business. Our business may be adversely affected by the outcome of these proceedings and other contingencies (including, without limitation, environmental matters) that cannot be predicted with certainty. As required by U.S. generally accepted accounting principles, we establish reserves based on our assessment of contingencies. Subsequent developments in legal proceedings and other contingencies may affect our assessment and estimates of the loss contingency recorded as a reserve and we may be required to make additional material payments, which could have a material adverse impact on our liquidity, business, financial condition, results of operations and cash flows.

Allegations that we have infringed the intellectual property rights of third parties could negatively affect us.

We may be subject to claims of infringement of intellectual property rights by third parties. In particular, we often compete in areas having extensive intellectual property rights owned by others and we have become subject to claims alleging infringement of intellectual property rights of others. In general, if it is determined that one or more of our technologies, products or services infringes the intellectual property rights owned by others, we may be required to cease marketing those services, to obtain licenses from the holders of the intellectual property at a material cost or to take other actions to avoid infringing the intellectual property rights. The litigation process is costly and subject to inherent uncertainties, and we may not prevail in litigation matters regardless of the merits of our position. Adverse intellectual property litigation or claims of infringement against us may become extremely disruptive if the plaintiffs succeed in blocking the trade of our products and services and may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our reputation, ability to do business and results of operations could be impaired by improper conduct by any of our employees, agents or business partners.

We are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to anti-corruption, export and import compliance, anti-trust and money laundering, due to our global operations. We cannot provide assurance our internal controls will always protect us from the improper conduct of our employees, agents and business partners. Any improper conduct could damage our reputation and subject us to, among other things, civil and criminal penalties, material fines, equitable remedies (including profit disgorgement and injunctions on future conduct), securities litigation and a general loss of investor confidence, any one of which could have a material adverse impact on our business, financial condition, results of operations, cash flows, and the market value of our shares.

We may be subject to risks relating to our information technology systems.

We rely extensively on information technology systems to manage and operate our business. If these systems cease to function properly or if these systems do not provide the anticipated benefits, our ability to manage our operations could be impaired which could have a material adverse impact on our business, financial condition, results of operations and cash flows.

We currently rely on a single vendor for many of the critical elements of our global information technology infrastructure and its failure to provide effective support for such infrastructure could negatively impact our business and financial results.

We have outsourced many of the critical elements of our global information technology infrastructure to a third-party service provider in order to achieve efficiencies. If the service provider does not perform or does not perform effectively, we may not be able to achieve the expected efficiencies and may have to incur additional costs to address failures in providing service by the service provider. Depending on the function involved, such non-performance, failure to perform effectively or failures of service may lead to business disruptions, processing inefficiencies or security breaches. Such disruptions, inefficiencies or breaches could negatively impact our business, financial condition, results of operations and cash flows.

Our information technology infrastructure is important to our business and data security breaches or disruptions of such infrastructure could negatively impact our business and financial results.

Our information technology infrastructure is subject to cyber attacks and unauthorized security intrusions.  Despite instituting security policies and business continuity plans, our systems and networks may be vulnerable to system damage, malicious attacks from hackers, employee errors or misconduct, viruses, power and utility outages, and other catastrophic events that could cause significant harm to our business by negatively impacting our business operations, compromising the security of our proprietary information and exposing us to litigation that could adversely affect our reputation. Such events could have a material adverse impact on our financial condition, results of operations and cash flows.

Commodity shortages and price increases could adversely affect our financial results.

We rely on suppliers to secure commodities, including steel, zinc, brass and other non-ferrous metals, required for the manufacture of our products. A disruption in deliveries from our suppliers or decreased availability of commodities could have an adverse effect on our ability to meet our commitments to customers or increase our operating costs. We believe that available

sources of supply will generally be sufficient for our needs for the foreseeable future. Nonetheless, the unavailability of some commodities could have a material adverse impact on our business, financial condition, results of operations and cash flows.

Volatility in the prices of these commodities could increase the costs of our products and services. We may not be able to pass on these costs to our customers and this could have a material adverse impact on our business, financial condition, results of operations and cash flows. We do not currently hedge against this volatility. The pricing of some commodities we use is based on market prices. To mitigate this exposure, we may use annual and multi-year fixed price contracts to minimize the impact of inflation and to benefit from deflation.

We may be required to recognize impairment charges for our goodwill and other indefinite-lived intangible assets.

At September 30, 2013, the net carrying value of our goodwill and other indefinite-lived intangible assets totaled approximately $ 505 million and $ 9 million , respectively. In accordance with U.S. generally accepted accounting principles, we periodically assess these assets to determine whether they are impaired. Negative industry or economic trends, disruptions to our business, unexpected changes or planned changes in use of the assets, divestitures and market capitalization declines may result in recognition of impairments to goodwill or other indefinite-lived assets. In particular, our Asia Pacific - Other reporting unit had $57 million of goodwill and an estimated fair value that exceeded its carrying value by 5% at July 1, 2013. Any charges relating to such impairments could have a material adverse impact on our results of operations in the periods recognized.

Successful sales and marketing efforts depend on our ability to recruit and retain qualified employees.

Our ability to successfully grow our business depends on the contributions and abilities of key executives, our sales force and other personnel, including the ability of our sales force to adapt to any changes made in the sales organization and achieve adequate customer coverage. We must therefore continue to recruit, retain and motivate management, sales and other personnel sufficiently to maintain our current business and support our projected growth. A shortage of these key employees might jeopardize our ability to grow and expand our business.

Our operations are subject to regulatory risks.

Our U.S. and non-U.S. operations are subject to a number of laws and regulations, including fire and building codes and standards, environmental and health and safety. We have incurred, and will be required to continue to incur, significant expenditures to comply with these laws and regulations. Changes to, or changes in interpretation of, current laws and regulations could require us to increase our compliance expenditures, cause us to significantly alter or discontinue offering existing products and services or cause us to develop new products and services. Altering current products and services or developing new products and services to comply with changes in the applicable laws and regulations could require significant research and development investments, increase the cost of providing the products and services and adversely affect the demand for our products and services.

We may not have been, or we may not at all times be, in full compliance with these laws and regulations. In the event a regulatory authority concludes that we are not or have not at all times been in full compliance with these laws, we could be fined, criminally charged or otherwise sanctioned.

Certain environmental laws assess liability on current or previous owners of real property or operators of manufacturing facilities for the costs of investigation, removal or remediation of hazardous substances or materials at such properties or at properties at which parties have disposed of hazardous substances. Liability for investigative, removal and remedial costs under certain U.S. federal and state laws and certain non-U.S. laws are retroactive, strict and joint and several. In addition to cleanup actions brought by governmental authorities, private parties could bring personal injury or other claims due to the presence of, or exposure to, hazardous substances. We have received notification from U.S. and non-U.S. governmental agencies, including the U.S. Environmental Protection Agency (the “EPA”) and similar state environmental agencies, that conditions at a number of current and formerly owned sites where we and others have disposed of hazardous substances require investigation, cleanup and other possible remedial action. These agencies may require that we reimburse the government for its costs incurred at these sites or otherwise pay for the costs of investigation and cleanup of these sites, including by providing compensation for natural resource damage claims from such sites. For more information, see “Business - Environmental Regulation.”

While we have planned for future capital and operating expenditures to maintain compliance with environmental laws and have accrued for costs related to current remedial efforts, our costs of compliance, or our liabilities arising from past or future releases of, or exposures to, hazardous substances may exceed our estimates. We may also be subject to additional environmental claims for personal injury or cost recovery actions for remediation of facilities in the future based on our past, present or future business activities.

If we are unable to effectively respond to changes to applicable laws and regulations or comply with existing and future laws and regulations, our competitive position, business, financial condition, results of operations and cash flows could be materially adversely impacted.

The capital and credit markets are important to our business.

Instability in U.S. and global capital and credit markets, including market disruptions, limited liquidity and interest rate volatility, or reductions in the credit ratings assigned to us by independent rating agencies could reduce our access to capital markets or increase the cost of funding our short and long term credit requirements. In particular, if we are unable to access capital and credit markets on terms that are acceptable to us, we may not be able to make certain investments or fully execute our business plans and strategy.

Our suppliers and customers are also dependent upon the capital and credit markets. Limitations on the ability of customers, suppliers or financial counterparties to access credit could lead to insolvencies of key suppliers and customers, limit or prevent customers from obtaining credit to finance purchases of our products and services and cause delays in the delivery of key products from suppliers.

Risks Related to Our Indebtedness

Our substantial leverage could harm our business by limiting our available cash and our access to additional capital and, to the extent of our variable rate indebtedness, exposing us to interest rate risk.

Following the spin-off, we will have substantial levels of outstanding indebtedness. As discussed under “Description of Material Indebtedness,” we expect to have approximately $1.3 billion of indebtedness at the time of the spin-off, the net proceeds of which will be distributed to Ingersoll Rand. In addition, we expect to have a senior secured revolving credit facility permitting borrowings of up to $500 million. This amount of indebtedness will substantially increase our cash interest expense and may limit our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions, restructuring and general corporate or other purposes, limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our less leveraged competitors. Further volatility in the credit markets would adversely impact our ability to obtain favorable terms on financing in the future. In addition, a substantial portion of our cash flows from operations will be dedicated to the payment of principal and interest on our indebtedness and will not be available for other purposes, including our operations, capital expenditures, payment of dividends, share repurchase programs and future business opportunities. We may be more vulnerable than a less leveraged company to a downturn in the general economic conditions or in our business, or we may be unable to carry out capital spending that is important to our growth. We may be vulnerable to interest rate increases, as certain of our borrowings, including those under our senior secured credit facilities, will be at variable rates. We can give no assurance that our business will generate sufficient cash flow from operations, that revenue growth or operating improvements will be realized, or that future borrowings will be available under our senior secured credit facilities in an amount sufficient to enable us to service our indebtedness or to fund other liquidity needs.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which actions may not be successful.

Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. As a stand-alone public company, we may not be able to maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. For more information see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” and "Description of Material Indebtedness"

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, reduce or eliminate the payment of dividends, sell assets, seek additional capital or seek to restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. The terms of the credit agreement governing our senior secured credit facilities and the indenture governing our senior notes will contain customary financial covenants that may restrict our ability to use the proceeds from asset sales. We may not be able to consummate those asset sales to raise capital or sell assets at prices that we believe are fair, and proceeds that we do receive may not be adequate to meet any debt service obligations then due.

Despite our expected levels of indebtedness, we may still be able to incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage.

We may be able to incur substantial additional indebtedness in the future. Although the terms of the credit agreement governing our senior secured credit facilities and the indenture governing our senior notes will contain customary restrictions on the incurrence of additional indebtedness, these restrictions will be subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. In addition, we expect to have a senior secured revolving credit facility permitting borrowings of up to $500 million. If we incur additional debt above the levels we expect at the time of the spin-off, the risks associated with our leverage, including those described above, would increase.

The terms of our debt covenants could limit how we conduct our business and our ability to raise additional funds.

The terms of the credit agreement governing our senior secured credit facilities and the indenture governing our senior notes will restrict us from taking certain actions that we may think are in the best interests of our shareholders. A breach of the covenants or restrictions could result in a default under the applicable indebtedness. As a result of these restrictions, we may be:

These restrictions may affect our ability to grow in accordance with our plans.

These covenants and restrictions could affect our ability to operate our business, and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. Additionally, our ability to comply with these covenants may be affected by events beyond our control, including general economic and credit conditions and industry downturns, and the other factors described in these “Risk Factors.”

Our variable rate indebtedness may expose us to interest rate risk, which could cause our debt costs to increase significantly.

As discussed under “Description of Material Indebtedness,” a portion of our borrowings will be term loans or revolving credit facility borrowings with variable rates of interest which expose us to interest rate risks. We will be exposed to the risk of rising interest rates to the extent that we fund our operations with short-term or variable-rate borrowings. We expect that as of the date of the spin-off, we will have approximately $1.3 billion of aggregate debt outstanding, and that this amount will consist of $1.0 billion of floating-rate term loans and $300 million of our fixed-rate senior notes. We will also have the ability to incur up to $500 million of additional floating-rate debt under our senior secured revolving credit facility. Based on the amount of floating-rate debt that we expect to be outstanding at the time of the spin-off, a 1% rise in interest rates would result in an incremental annual interest expense of approximately $10 million. If the LIBOR or other applicable base rates under our senior secured credit facilities increase in the future then the floating-rate debt could have a material effect on our interest expense.

Risks Relating to the Spin-Off

We may be unable to achieve some or all of the benefits that we expect to achieve from our spin-off from Ingersoll Rand.

As an independent, publicly-traded company, we believe that our business will benefit from, among other things, allowing us to better focus our financial and operational resources on our specific business, allowing our Board of Directors and management to design and implement corporate strategies and policies that are based primarily on the characteristics of our business, allowing us to more effectively respond to industry dynamics and allowing the creation of effective incentives for our management and employees that are more closely tied to our business performance. However, we may not be able to achieve some or all of the benefits that we expect to achieve as an independent company in the time we expect, if at all. For example, it is possible that investors and securities analysts will not place a greater value on our business as an independent company than on our business as a part of Ingersoll Rand.

Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the distribution.

Our financial results previously were included within the consolidated results of Ingersoll Rand, and we believe that our financial reporting and internal controls were appropriate for those of subsidiaries of a public company. However, we were not directly subject to the reporting and other requirements of the Securities Exchange Act, as amended (the “Exchange Act”). In connection with the distribution, we will become directly subject to reporting and other obligations under the Exchange Act. Beginning with our Annual Report on Form 10-K for fiscal year 2014, we will be required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) which will require annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm

addressing these assessments. These reporting and other obligations may place significant demands on our management, administrative and operational resources, including accounting systems and resources.

The Exchange Act will require that we file annual, quarterly and current reports with respect to our business and financial condition. Under the Sarbanes-Oxley Act, we will be required to maintain effective disclosure controls and procedures and internal controls over financial reporting. To comply with these requirements, we may need to upgrade our systems; implement additional financial and management controls, reporting systems and procedures; and hire additional accounting and finance staff. We expect to incur additional annual expenses for the purpose of addressing these requirements, and those expenses may be significant. If we are unable to upgrade our financial and management controls, reporting systems, information technology systems and procedures in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired. Any failure to achieve and maintain effective internal controls could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent company, and we may experience increased costs after the spin-off.

We have historically operated as part of Ingersoll Rand’s corporate organization, and Ingersoll Rand has assisted us by providing certain corporate functions. Following the completion of the spin-off, Ingersoll Rand will be obligated contractually to provide to us only those transition services specified in agreements we enter into with Ingersoll Rand. See “Certain Relationships and Related Party Transactions - Agreements with Ingersoll Rand Related to the Spin-Off” for a summary of these agreements. We may be unable to replace in a timely manner or on comparable terms the services or other benefits that Ingersoll Rand previously provided to us that are not specified in any transition services agreement. Upon expiration of any transition services agreement, each of the services that are covered in the agreement will have to be provided internally or by third parties and we may be unable to replace those services in a timely manner or on comparable terms. In addition, if Ingersoll Rand does not continue to perform the transition services and the other services that are called for under any transition services agreement, we may not be able to operate our business as effectively and our profitability may decline.

Our historical combined and pro forma condensed combined financial data are not necessarily representative of the results we would have achieved as an independent, publicly-traded company and may not be a reliable indicator of our future results.

The historical and pro forma financial data we have included in this Information Statement may not reflect what our business, financial condition, results of operations and cash flows would have been had we been an independent, publicly-traded company during the periods presented or what our business, financial condition, results of operations and cash flows will be in the future when we are an independent company. This is primarily because:

Our historical financial data does not include an allocation of interest expense comparable to the interest expense we will incur as part of the financing of the spin-off. After giving pro-forma effect to the spin-off, our interest expense would have been $51.2 million for the year ended December 31, 2012 (compared to $1.5 million reflected in our historical financial statements). In addition, the pro forma financial data included in this Information Statement is based on the best information available, which in part includes a number of estimates and assumptions. These estimates and assumptions may prove not to be accurate, and accordingly, our pro forma financial data should not be assumed to be indicative of what our financial condition

or results of operations actually would have been as a stand-alone company nor to be a reliable indicator of what our financial condition or results of operations actually may be in the future.

For additional information about our past financial performance and the basis of presentation of our financial statements, see “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto included in this Information Statement.

As an independent, publicly-traded company, we may not enjoy the same benefits that we did as a part of Ingersoll Rand.

There is a risk that, by separating from Ingersoll Rand, we may become more susceptible to market fluctuations and other adverse events than we would have been if we were still a part of the current Ingersoll Rand organizational structure. As part of Ingersoll Rand, we have been able to enjoy certain benefits from Ingersoll Rand’s operating diversity, purchasing power and opportunities to pursue integrated strategies with Ingersoll Rand’s other businesses. As an independent, publicly-traded company, we will not have similar diversity or integration opportunities and may not have similar purchasing power or access to capital markets.

Following our spin-off from Ingersoll Rand, our capital structure and sources of liquidity will change significantly from our historical capital structure.

As discussed under “Description of Material Indebtedness,” following our spin-off from Ingersoll Rand, in addition to $300 million aggregate principal amount of our outstanding senior notes, we expect to enter into $1.0 billion of senior secured term loan facilities and a $500 million senior secured revolving credit facility. We expect that net proceeds of the senior notes and the senior secured credit facilities will be distributed to Ingersoll Rand. We also expect to have approximately $127 million of cash on hand at the time of the distribution. As an independent, publicly-traded company, we will no longer participate in cash management and funding arrangements with Ingersoll Rand. Instead, our ability to fund our capital needs will depend on our ongoing ability to generate cash from operations, and to access our borrowing facilities and capital markets, which is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control.

Certain of the contracts to be transferred or assigned to us contain provisions requiring the consent of a third party in connection with the transactions contemplated by the distribution. If such consent is not given, we may not be entitled to the benefit of such contracts in the future.

Certain of the contracts to be transferred or assigned to us in connection with the distribution and the internal transactions described below in this Information Statement contain provisions which require the consent of a third party to the internal transactions, the distribution or both. If we are unable to obtain such consents on commercially reasonable and satisfactory terms, our ability to obtain the benefit of such contracts in the future may be impaired.

Our customers, prospective customers, suppliers or other companies with whom we conduct business may need assurances that our financial stability on a stand-alone basis is sufficient to satisfy their requirements for doing or continuing to do business with them.

Some of our customers, prospective customers, suppliers or other companies with whom we conduct business may need assurances that our financial stability on a stand-alone basis is sufficient to satisfy their requirements for doing or continuing to do business with them. Any failure of parties to be satisfied with our financial stability could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The ownership by our executive officers of ordinary shares, stock options or other stock-based awards of Ingersoll Rand may create, or may create the appearance of, conflicts of interest .

Following the spin-off, substantially all of our executive officers will own ordinary shares of Ingersoll Rand, stock options to purchase ordinary shares of Ingersoll Rand or other Ingersoll Rand stock-based awards because of their former positions with Ingersoll Rand. The individual holdings of ordinary shares, stock options to purchase ordinary shares or other stock-based awards of Ingersoll Rand may be significant for some of these persons compared to their total assets. These equity interests may create, or appear to create, conflicts of interest when these officers are faced with decisions that could benefit or affect the officers, as equity holders of Ingersoll Rand, in ways that do not benefit or affect us or our shareholders in the same manner.

The one-time and ongoing costs of the spin-off may be greater than we expected.

We and Ingersoll Rand will incur costs in connection with our transition to being a stand-alone public company that relate primarily to accounting, tax, legal and other professional costs; financing costs in connection with refinancing Ingersoll Rand’s outstanding indebtedness and obtaining our financing as a stand-alone company; compensation, such as modifications to certain incentive awards upon completion of the spin-off; recruiting and relocation costs associated with hiring our senior management personnel; and costs to separate assets and information systems. These costs, whether incurred before or after the

spin-off, may be greater than anticipated and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not be able to achieve a competitive worldwide effective corporate tax rate.

We cannot give any assurance as to what our effective tax rate will be after the distribution, because of, among other things, uncertainty regarding the geographic mix of income and the tax policies of the jurisdictions where we operate. Our actual effective tax rate may vary from our expectation and that variance may be material. Additionally, the tax laws of Ireland and other jurisdictions could change in the future, and such changes could cause a material change in our effective tax rate.

We may have been able to receive better terms from unaffiliated third parties than the terms we receive in our agreements related to the spin-off.

We expect that the agreements related to the spin-off, including the Separation and Distribution Agreement, Employee Matters Agreement, Tax Matters Agreement, Transition Services Agreement, agreements with respect to real estate and intellectual property matters and any other agreements, will be negotiated in the context of our spin-off from Ingersoll Rand while we are still part of Ingersoll Rand. Accordingly, these agreements may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third parties. The terms of the agreements being negotiated in the context of our spin-off are related to, among other things, allocations of assets, liabilities, rights, indemnifications and other obligations among Ingersoll Rand and us. We might have received better terms under the agreements relating to the spin-off had they been negotiated with disinterested third parties who competed with each other to win our business than we received from Ingersoll Rand. See “Certain Relationships and Related Party Transactions - Agreements with Ingersoll Rand Related to the Spin-Off.”

In connection with our spin-off, Ingersoll Rand will indemnify us for certain liabilities and we will indemnify Ingersoll Rand for certain liabilities. If we are required to act on these indemnities to Ingersoll Rand, we may need to divert cash to meet those obligations and our financial results could be negatively impacted. The Ingersoll Rand indemnity may not be sufficient to insure us against the full amount of liabilities for which it will be allocated responsibility, and Ingersoll Rand may not be able to satisfy its indemnification obligations in the future.

Pursuant to the Separation and Distribution Agreement, the Employee Matters Agreement and the Tax Matters Agreement with Ingersoll Rand, Ingersoll Rand will agree to indemnify us for certain liabilities, and we will agree to indemnify Ingersoll Rand for certain liabilities, in each case for uncapped amounts, as discussed further in “Certain Relationships and Related Transactions - Agreements with Ingersoll Rand Related to the Spin-Off.” Such indemnities may be significant and could negatively impact our business, particularly indemnities relating to our actions that could impact the tax-free nature of the distribution. Third parties could also seek to hold us responsible for any of the liabilities that Ingersoll Rand has agreed to retain. Further, the indemnity from Ingersoll Rand may not be sufficient to protect us against the full amount of such liabilities, and Ingersoll Rand may not be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Ingersoll Rand any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. Each of these risks could negatively affect our business, financial condition, results of operations and cash flows.

If the distribution or certain internal transactions undertaken in anticipation of the spin-off are determined to be taxable for U.S. federal income tax purposes, we, our shareholders that are subject to U.S. federal income tax and/or Ingersoll Rand could incur significant U.S. federal income tax liabilities and, in certain circumstances, we could be required to indemnify Ingersoll Rand for material taxes pursuant to indemnification obligations under the Tax Matters Agreement.

Ingersoll Rand has received the IRS Ruling substantially to the effect that, among other things, the distribution of Allegion plc’s ordinary shares, together with certain related transactions, will qualify under Sections 355 and 368(a) of the Code, with the result that Ingersoll Rand and Ingersoll Rand’s shareholders will not recognize any taxable income, gain or loss for U.S. federal income tax purposes as a result of the spin-off, except to the extent of cash received in lieu of fractional shares. The IRS Ruling also provides that certain internal transactions undertaken in anticipation of the distribution will qualify for favorable treatment under the Code. In addition, Ingersoll Rand expects to receive opinions from the law firm of Simpson Thacher & Bartlett LLP substantially to the effect that certain requirements, including certain requirements that the IRS will not rule on, necessary to obtain tax-free treatment have been satisfied, such that the distribution for U.S. federal income tax purposes and certain other matters relating to the distribution, including certain internal transactions undertaken in anticipation of the distribution, will receive tax-free treatment under Section 355 of the Code. The receipt and effectiveness of the IRS Ruling and the opinions are conditions to the distribution that must be either satisfied or waived by Ingersoll Rand. The IRS Ruling relies, and the opinions will rely, on certain facts and assumptions and certain representations and undertakings from us and Ingersoll Rand regarding the past and future conduct of our respective businesses and other matters. Notwithstanding the IRS Ruling and the opinions, the IRS could determine on audit that the distribution or the internal transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings is not correct or has been violated, or that the distribution or the internal transactions should be taxable for other reasons, including as a result of significant changes in shares or asset ownership after the distribution. A legal opinion represents the tax adviser’s best legal

judgment, is not binding on the IRS or the courts, and the IRS or the courts may not agree with the opinion. In addition, the opinion will be based on current law, and cannot be relied upon if current law changes with retroactive effect. If the distribution ultimately is determined to be taxable, the distribution could be treated as a taxable dividend or capital gain to you for U.S. federal income tax purposes, and you could incur significant U.S. federal income tax liabilities. In addition, we or Ingersoll Rand could incur significant U.S. federal income tax liabilities if it is ultimately determined that certain internal transactions undertaken in anticipation of the distribution are taxable, which could cause a material adverse impact on our business, financial condition, results of operations and cash flows in future reporting periods.

In addition, under the terms of the Tax Matters Agreement, in the event the distribution or the internal transactions were determined to be taxable as a result of actions taken after the distribution by us or Ingersoll Rand, the party responsible for such failure would be responsible for all taxes imposed on us or Ingersoll Rand as a result thereof. If such failure is not the result of actions taken after the distribution by us or Ingersoll Rand, then we would be responsible for any taxes imposed on us or Ingersoll Rand as a result of such determination. Such tax amounts could be significant. To the extent we are responsible for any liability under the Tax Matters Agreement, there could be a material adverse impact on our business, financial condition, results of operations and cash flows in future reporting periods.

In addition, the amount of our shares that we can issue may be limited because the issuance of our shares may cause the distribution to be a taxable event for Ingersoll Rand under Section 355(e) of the Code, and under the Tax Matters Agreement, we could be required to indemnify Ingersoll Rand for that tax. See “Risk Factors - Risks Relating to the Spin-Off - We might not be able to engage in desirable strategic transactions and equity issuances following the distribution because of restrictions relating to U.S. federal income tax requirements for tax-free distributions.”

We might not be able to engage in desirable strategic transactions and equity issuances following the distribution because of restrictions relating to U.S. federal income tax requirements for tax-free distributions.

Our ability to engage in significant equity transactions could be limited or restricted after the distribution in order to preserve, for U.S. federal income tax purposes, the tax-free nature of the distribution by Ingersoll Rand. Even if the distribution otherwise qualifies for tax-free treatment under Section 355 of the Code, it may result in corporate-level taxable gain to Ingersoll Rand and certain of its affiliates under Section 355(e) of the Code if 50% or more, by vote or value, of our shares or Ingersoll Rand’s shares are acquired or issued as part of a plan or series of related transactions that includes the distribution. Any acquisitions or issuances of our shares or Ingersoll Rand’s shares within two years after the distribution will generally be presumed to be part of such a plan, although we or Ingersoll Rand may be able to rebut that presumption.

To preserve the tax-free treatment to Ingersoll Rand of the distribution, under the Tax Matters Agreement, we expect that we will be prohibited from taking or failing to take any action that prevents the distribution and related transactions from being tax-free. Further, for the two-year period following the distribution, without obtaining the consent of Ingersoll Rand, a private letter ruling from the IRS or an unqualified opinion of a nationally recognized law firm or accounting firm, we may be prohibited from, among other things:

These restrictions may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business. Moreover, we expect the Tax Matters Agreement to also provide that we will be responsible for any taxes imposed on Ingersoll Rand or any of its affiliates as a result of the failure of the distribution or the internal transactions to qualify for favorable treatment under the Code unless such failure is attributable to certain actions taken after the distribution by Ingersoll Rand.

We will share responsibility for certain of our and Ingersoll Rand’s income tax liabilities for tax periods prior to and including the distribution date.

In connection with the distribution, we will enter into the Tax Matters Agreement with Ingersoll Rand which will govern our rights and obligations and those of Ingersoll Rand for certain pre-distribution tax liabilities, as more fully described under “Certain Relationships and Related Party Transactions - Agreements with Ingersoll Rand Related to the Spin-Off - Tax Matters Agreement” below. To the extent we are responsible for any liability under the Tax Matters Agreement, there could be a material adverse impact on our business, financial condition, results of operations and cash flows in future reporting periods.

If the distribution is determined to be taxable for Irish tax purposes, significant Irish tax liabilities may arise.

Ingersoll Rand has received an opinion of the Irish Revenue regarding the Irish tax consequences of the distribution to the effect that certain reliefs and exemptions for corporate reorganizations apply. In addition to obtaining the opinion from Irish Revenue, Ingersoll Rand expects to receive an opinion from the law firm of Arthur Cox confirming the applicability of the relevant exemptions and reliefs to the distribution and that certain internal transactions will not trigger tax costs. These opinions will rely on certain facts and assumptions and certain representations and undertakings from us and Ingersoll Rand regarding the past and future conduct of our respective businesses and other matters. Notwithstanding the opinions, Irish Revenue could determine on audit that the distribution or the internal transactions do not qualify for the relevant exemptions or reliefs if it determines that any of these facts, assumptions, representations or undertakings is not correct or has been violated. A legal opinion represents the tax adviser’s best legal judgment, is not binding on Irish Revenue or the courts and Irish Revenue or the courts may not agree with the legal opinion. In addition, the legal opinion will be based on current law, and cannot be relied upon if current law changes with retroactive effect. If the distribution ultimately is determined not to fall within certain exemptions or reliefs, the distribution could result in you having an Irish tax liability as a result of the distribution (if you are an Irish resident or hold your shares in Ingersoll Rand through an Irish branch or agency), or we or Ingersoll Rand could incur Irish tax liabilities.

In addition, under the terms of the Tax Matters Agreement, in the event the distribution does not qualify for certain reliefs or exemptions, then we would be responsible for any taxes imposed on us or Ingersoll Rand as a result of such determination. Such tax amounts could be significant. To the extent we are responsible for any liability under the Tax Matters Agreement, there could be a material adverse impact on our business, financial condition, results of operations and cash flows in future reporting periods.

Risks Relating to Our Ordinary Shares

There is no existing market for our ordinary shares and we cannot be certain that an active trading market will develop or be sustained after the spin-off, and following the spin-off our share price may fluctuate significantly.

There is currently no public market for our ordinary shares. We intend to list our ordinary shares on NYSE under the ticker symbol “ALLE.” We anticipate that before the distribution date for the spin-off, trading of our ordinary shares will begin on a “when-issued” basis and such trading will continue up to and including the distribution date. However, there can be no assurance that an active trading market for our ordinary shares will develop as a result of the spin-off or be sustained in the future. The lack of an active market may make it more difficult for you to sell our ordinary shares and could lead to the price of our ordinary shares being depressed or more volatile.

We cannot predict the prices at which our ordinary shares may trade after the spin-off. The market price of our ordinary shares may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations could adversely affect the trading price of our ordinary shares.

In addition, when the market price of a company’s shares drops significantly, shareholders often institute securities class action lawsuits against the company. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources.

Investors may be unable to accurately value our shares.

Investors often value companies based on the share prices and results of operations of other comparable companies. We believe that currently, few public companies exist that are comparable to our size, scale and product offerings. For these reasons, investors may find it difficult to accurately value our ordinary shares, which may cause our ordinary shares to trade below our true value.

Substantial sales of ordinary shares may occur in connection with the spin-off, which could cause our share price to decline.

Our ordinary shares that are distributed to Ingersoll Rand shareholders generally may be sold immediately in the public market. Although we have no actual knowledge of any plan or intention on the part of any significant shareholder to sell our ordinary shares following the spin-off, it is likely that some Ingersoll Rand shareholders, possibly including some of our larger shareholders, will sell our ordinary shares received in the distribution for various reasons such as if our business profile or market capitalization as an independent company does not fit their investment objectives. In particular, Ingersoll Rand is a member of the S&P 500 Index, while we will not initially be and may not be in the future. Accordingly, certain Ingersoll Rand shareholders may elect or be required to sell our shares following the spin-off due to investment guidelines or other reasons. The sales of significant amounts of our ordinary shares or the perception in the market that this will occur may result in the lowering of the market price of our ordinary shares.

There is no guarantee that the High Court of Ireland will approve the creation of distributable reserves.

Under Irish law, dividends may be paid only (and share repurchases must generally be funded) out of “distributable reserves,” which Allegion plc will not have immediately following the distribution. See “Description of Our Share Capital - Dividends” and “Description of Our Share Capital - Share Repurchases and Redemptions.” Immediately after the spin-off, Allegion plc will not have any distributable reserves but will have a significant amount of share premium. We intend to undertake an Irish legal process pursuant to which we will convert up to Allegion plc’s entire share premium account to distributable reserves. See “Dividends.” This process will require the approval of the High Court of Ireland. Although we are not aware of any reason why the High Court of Ireland would not approve the creation of distributable reserves in this manner, the issuance of the required order is a matter for the discretion of the High Court of Ireland and there is no guarantee that such approval will be forthcoming. In the event that distributable reserves are not created, no distributions by way of dividends, share repurchases or otherwise will be permitted under Irish law until such time as we have created sufficient distributable reserves from our subsidiaries’ post-spin-off operating activities and such reserves are made available to Allegion plc.

We cannot assure you that we will pay dividends on our ordinary shares, and our indebtedness could limit our ability to pay dividends on our ordinary shares.

We may pay dividends when, as and if declared by our Board of Directors in its discretion. Whether our Board of Directors exercises its discretion to propose any dividends to holders of our ordinary shares will depend on many factors, including our financial condition, earnings, future prospects and capital requirements of our business, covenants associated with certain of our debt obligations, legal requirements, regulatory constraints, income tax consequences, industry practice and other factors that our Board of Directors deems relevant. See “Dividends” and “Description of Our Share Capital - Dividends.”

There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence the payment of dividends. Additionally, indebtedness that we will incur in connection with the spin-off could have important consequences for holders of our ordinary shares. If we cannot generate sufficient cash flow from operations to meet our debt-payment obligations, then our ability to pay dividends, if so determined by the Board of Directors, may be impaired and we may be required to attempt to restructure or refinance our debt, raise additional capital or take other actions such as selling assets, reducing or delaying capital expenditures or reducing our dividend. There can be no assurance, however, that any such actions could be effected on satisfactory terms, if at all, or would be permitted by the terms of our new debt or our other credit and contractual arrangements.

Your percentage ownership in us may be diluted in the future.

Your percentage ownership in us may be diluted in the future because of additional equity issuances for acquisitions, strategic investments, capital markets transaction or otherwise, including equity awards that we expect to grant to our directors, officers and employees in the future. Such issuances may have a dilutive effect on our earnings per share, which could materially adversely affect the market price of our ordinary shares. In addition, Ingersoll Rand equity awards held by our employees will convert into Allegion equity awards in connection with the spin-off. See “The Spin-Off - Treatment of Equity Based Compensation.” We intend to establish equity incentive plans that will provide for the grant of ordinary share-based equity awards to our directors, officers and other employees.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our ordinary shares will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts and the reports they issue. If our financial performance fails to meet analyst estimates or one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Risks Related to Our Incorporation in Ireland

Irish law differs from the laws in effect in the United States and may afford less protection to holders of our securities.

The United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As such, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on U.S. federal or state civil liability laws, including the civil liability provisions of the U.S. federal or state securities laws, or hear actions against us or those persons based on those laws.

As an Irish company, we are governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States.

In addition, Irish law allows shareholders to authorize share capital which then can be issued by a board of directors without shareholder approval. Also, subject to specified exceptions, Irish law grants statutory pre-emptive rights to existing shareholders to subscribe for new issuances of shares for cash. However, we have opted out of these pre-emption rights in our Articles of Association as permitted under Irish company law. Irish law provides that this opt-out expires after five years unless renewed by a special resolution of the shareholders. These authorizations must be renewed by the shareholders every five years and we cannot guarantee that these authorizations will always be approved.

Changes in tax laws, regulations or treaties, changes in our status under the tax laws of many jurisdictions or adverse determinations by taxing authorities could increase our tax burden or otherwise affect our financial condition or operating results, as well as subject our shareholders to additional taxes.

The realization of any tax benefit related to our incorporation and tax residence in Ireland could be impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by the tax authorities of many jurisdictions. From time to time, proposals have been made and/or legislation has been introduced to change the tax laws of various jurisdictions or limit tax treaty benefits that if enacted could materially increase our tax burden and/or effective tax rate and could have a material adverse impact on our financial condition and results of operations. For instance, recent U.S. legislative proposals would broaden the circumstances under which we would be considered a U.S. resident for U.S. tax purposes, which would significantly diminish the realization of any tax benefit related to our incorporation in Ireland. There are other recent U.S. legislative proposals that could modify or eliminate the tax deductibility of various currently deductible payments, which could materially and adversely affect our effective tax rate and cash tax position. Moreover, other U.S. legislative proposals could have a material adverse impact on us by overriding certain tax treaties and limiting the treaty benefits on certain payments by our U.S. subsidiaries to our non-U.S. affiliates, which could increase our tax liability. We cannot predict the outcome of any specific legislation in any jurisdiction.

While we monitor proposals that would materially impact our tax burden and/or effective tax rate and investigate our options, we could still be subject to increased taxation on a going forward basis no matter what action we undertake if certain legislative proposals are enacted, certain tax treaties are amended and/or our interpretation of applicable tax law is challenged and determined to be incorrect. In particular, any changes and/or differing interpretations of applicable tax law that have the effect of disregarding our incorporation in Ireland, limiting our ability to take advantage of tax treaties between jurisdictions, modifying or eliminating the deductibility of various currently deductible payments, or increasing the tax burden of operating or being resident in a particular country, could subject us to increased taxation.

The inability to realize any anticipated tax benefits related to our incorporation and tax residence in Ireland could have a material adverse impact on our financial condition, results of operations and cash flows.

Dividends received by our shareholders may be subject to Irish dividend withholding tax.

In certain circumstances, we are required to deduct Irish dividend withholding tax (currently at the rate of 20%) from dividends paid to our shareholders. In the majority of cases, shareholders resident in the United States will not be subject to Irish withholding tax, and shareholders resident in a number of other countries will not be subject to Irish withholding tax provided that they complete certain Irish dividend withholding tax forms. However, some shareholders may be subject to withholding tax, which could have an adverse impact on the price of our shares. See “The Spin-Off - Irish Tax Consequences of the Spin-Off” for additional information.

Dividends received by our shareholders could be subject to Irish income tax.

Dividends paid in respect of our shares will generally not be subject to Irish income tax where the beneficial owner of these dividends is exempt from Irish dividend withholding tax, unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Ingersoll Rand or Allegion.

Our shareholders who receive their dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax on the dividends unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Ingersoll Rand or Allegion. See “The Spin-Off - Irish Tax Consequences of the Spin-Off” for additional information.

Certain provisions in our Articles of Association, among other things, could prevent or delay an acquisition of us, which could decrease the trading price of our ordinary shares.

Our Memorandum and Articles of Association contain provisions that could have the effect of deterring coercive takeover practices, inadequate takeover bids and unsolicited offers. These provisions include, amongst others:

We believe these provisions will provide some protection to our shareholders from coercive or otherwise unfair takeover tactics. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our Board of Directors determines is in our best interests and our shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

In addition, several mandatory provisions of Irish law could prevent or delay an acquisition of us. For example, Irish law does not permit shareholders of an Irish public limited company to take action by written consent with less than unanimous consent. We also will be subject to various provisions of Irish law relating to mandatory bids, voluntary bids, requirements to make a cash offer and minimum price requirements, as well as substantial acquisition rules and rules requiring the disclosure of interests in our shares in certain circumstances. Also, Irish companies, including us, may alter their Memorandum of Association and Articles of Association only with the approval of at least 75% of the votes of the company’s shareholders cast in person or by proxy at a general meeting of the company.

For additional information on these and other provisions of our Articles of Association and Irish law that could be considered to have an anti-takeover effect, see “Description of Our Share Capital - Anti-Takeover Provisions.”

The agreements that we will enter into with Ingersoll Rand in connection with the spin-off generally will require Ingersoll Rand’s consent to any assignment by us of our rights and obligations under the agreements. The consent and termination rights set forth in these agreements might discourage, delay or prevent a change of control that shareholders may consider favorable. For a more detailed description of these agreements, see “Certain Relationships and Related Party Transactions - Agreements with Ingersoll Rand Related to the Spin-Off.”

Moreover, an acquisition or further issuance of our ordinary shares after the spin-off could trigger the application of Section 355(e) of the Code, even if the distribution and certain related transactions undertaken in connection therewith otherwise qualify for tax-free treatment. Under Section 355(e) of the Code, we and/or Ingersoll Rand could incur tax upon certain transactions undertaken in anticipation of the distribution if 50% or more, by vote or value, of our ordinary shares or Ingersoll Rand ordinary shares are acquired or issued as part of a plan or series of related transactions that include the spin-off.

The process for determining whether an acquisition or issuance triggering these provisions has occurred is complex, inherently factual and subject to interpretation. Any acquisitions or issuances of our ordinary shares or Ingersoll Rand ordinary shares within two years after the distribution are presumed to be part of such a plan, although we or Ingersoll Rand, as applicable, may be able to rebut that presumption. Moreover, under the Tax Matters Agreement that we will enter into with Ingersoll Rand, we will be restricted from engaging in certain transactions within two years of the distribution which potentially could trigger application of Section 355(e) of the Code. See “Certain Relationships and Related Party Transactions - Agreements with Ingersoll Rand Related to the Spin-Off - Tax Matters Agreement.” During such period, these restrictions may limit the ability that we, or a potential acquirer of Allegion, have to pursue certain strategic transactions that might increase the value of our ordinary shares.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements in this Information Statement, other than purely historical information, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements.

Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. While we believe that our assumptions, expectations and projections are reasonable in view of the currently available information, you are cautioned not to place undue reliance on our forward-looking statements. Forward-looking statements speak only as of the date they are made and are not guarantees of future performance. They are subject to future events, risks and uncertainties - many of which are beyond our control - as well as potentially inaccurate assumptions, that could cause actual results to differ materially from our expectations and projections. We do not undertake to update any forward-looking statements.

Factors that might affect our forward-looking statements include the risk factors discussed in “Risk Factors” beginning on page 9. There are other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. Any such risks could cause our results to differ materially from those expressed in forward-looking statements.

THE SPIN-OFF

Background

The Board of Directors of Ingersoll Rand has approved a plan to spin off the commercial and residential security businesses from Ingersoll Rand, following which we will hold such businesses and will be an independent, publicly-traded company. As part of the spin-off, Ingersoll Rand will effect an internal reorganization in order to properly align the commercial and residential security businesses that we will hold following the spin-off.

To complete the spin-off, Ingersoll Rand will transfer its commercial and residential security businesses to us in return for which we will issue our ordinary shares to Ingersoll Rand shareholders pro rata to their respective holdings. For the purposes of Irish law, this will be treated as Ingersoll Rand having made a dividend in specie, or a non-cash dividend, to its shareholders. Prior to the transfer by Ingersoll Rand to us of its commercial and residential security businesses, we will have no operations other than those incidental to our formation and in preparation for the spin-off. The distribution will occur on the distribution date, which is December 1, 2013. Each holder of Ingersoll Rand ordinary shares will receive one Allegion ordinary share for every three Ingersoll Rand ordinary shares held on November 22, 2013, the record date. After completion of the spin-off:

Each holder of Ingersoll Rand ordinary shares will continue to hold his, her or its shares in Ingersoll Rand. No vote of Ingersoll Rand’s shareholders is required or is being sought in connection with the spin-off, and Ingersoll Rand’s shareholders will not have any appraisal rights in connection with the spin-off, including the internal reorganization.

The distribution of our ordinary shares as described in this Information Statement is subject to the satisfaction or waiver by Ingersoll Rand of certain conditions. Even if all such conditions are met, Ingersoll Rand has the right not to complete the spin-off if, at any time prior to the distribution, the Board of Directors of Ingersoll Rand determines, in its sole discretion, that the spin-off is not then in the best interests of Ingersoll Rand or its shareholders, that a sale or other alternative is in the best interests of Ingersoll Rand or its shareholders or that it is not advisable to separate the commercial and residential security businesses from Ingersoll Rand at that time. See “- Conditions to the Spin-Off.”

Reasons for the Spin-Off

Ingersoll Rand is a multi-industry conglomerate which generates value, in part, from synergies among its various businesses.  However, as industries evolve and change, the added value from synergies for some business units may become outweighed by the benefits to be gained from the focus that comes from being a stand-alone company.  Such is now the case with Ingersoll Rand’s commercial and residential security businesses.  Ingersoll Rand’s Board of Directors has determined that the spin-off is in the best interests of Ingersoll Rand and its shareholders because the spin-off will provide the following key benefits:

Ingersoll Rand’s Board of Directors also considered certain risks and negative factors associated with the spin-off, including: the fact that the spin-off will be contingent upon the satisfaction of a number of conditions and will require significant time and attention of management; the risk that the spin-off may not achieve some or all of its intended benefits; the fact that the trading price of Ingersoll Rand’s ordinary shares will likely decrease immediately following the spin-off; the risk that the combined trading price of Ingersoll Rand and our ordinary shares may be less than the price at which Ingersoll Rand’s ordinary shares would otherwise have traded; and the risk that the spin-off could result in substantial tax liability.

Manner of Effecting the Spin-Off

The general terms and conditions relating to the spin-off will be set forth in a Separation and Distribution Agreement between us and Ingersoll Rand.

Internal Reorganization

As part of the spin-off, Ingersoll Rand will undergo an internal reorganization that will, among other things and subject to limited exceptions, result in the allocation and transfer or assignment to us of the assets and liabilities in respect of the activities of the commercial and residential security businesses and certain other current and former businesses and activities of Ingersoll Rand.

To the extent that any transfers of assets or assumptions of liabilities contemplated in connection with the spin-off have not been consummated on or prior to the date of the distribution, the parties will cooperate with each other to effect such transfers or assumptions following the spin-off in the manner set forth under the heading “Certain Relationships and Related Party Transactions-Agreements with Ingersoll Rand Related to the Spin-Off-Separation and Distribution Agreement-Further Assurances; Separation of Guarantees.”

Following the internal reorganization, Ingersoll Rand will effect the distribution of our ordinary shares to Ingersoll Rand shareholders by causing us to register Ingersoll Rand’s shareholders as Allegion shareholders on our books and records.

Distribution of Our Ordinary Shares

Under the Separation and Distribution Agreement, the distribution will be effective as of 12:01 a.m., New York time, on December 1, 2013, the distribution date. As a result of the spin-off, on the distribution date, each holder of Ingersoll Rand ordinary shares will receive one Allegion ordinary share for every three shares of Ingersoll Rand ordinary shares that he, she or it owns as of November 22, 2013, the record date.

On the distribution date, the distribution agent will distribute Allegion ordinary shares to Ingersoll Rand shareholders by crediting their ordinary shares to direct registration or book-entry accounts established to hold their ordinary shares. Our distribution agent will send these shareholders a statement reflecting their ownership of our ordinary shares. Direct registration and book-entry refer to methods of recording stock ownership in our records in which no physical certificates are used. In the case of Ingersoll Rand shareholders who own their shares through a broker or other nominee, Allegion shares will be credited to these shareholders’ accounts by the broker or other nominee. The distribution agent will distribute Allegion shares as soon as practicable to registered holders of Ingersoll Rand by way of direct registration. Trading of our stock will not be affected by any delay in distribution of Allegion shares to you. As further discussed below, we will not distribute fractional ordinary shares in the distribution. Following the spin-off, shareholders whose shares are held in direct registration form may request that their ordinary shares be transferred to a brokerage or other account at any time.

Ingersoll Rand shareholders will not be required to make any payment or surrender or exchange their Ingersoll Rand shares or take any other action to receive their Allegion shares. No vote of Ingersoll Rand shareholders is required or sought in connection with the spin-off, including the internal reorganization, and Ingersoll Rand shareholders have no appraisal rights in connection with the spin-off.

Treatment of Equity Based Compensation

With respect to outstanding equity incentive awards held by our executive officers, including our named executive officers, that are outstanding on the distribution date and for which the underlying security is Ingersoll Rand ordinary shares, we expect that:

To the extent that an executive is employed in a non-U.S. jurisdiction, and the adjustments contemplated above could result in adverse tax consequences or other adverse regulatory consequences, Ingersoll Rand may determine that a different equitable adjustment will apply in order to avoid any such adverse consequences.

We expect that our Compensation Committee will maintain a program to deliver long-term incentive awards to our executives and other employees that is appropriate for our business needs. However, the types of awards provided, the allocation of grant date values among the mix of awards and the performance measures to be used may differ from Ingersoll Rand’s past practice.

Treatment of 401(k) Shares for Current and Former Employees

The ordinary shares of Ingersoll Rand held in tax-qualified defined contribution retirement plans maintained by Ingersoll Rand in which our employees or former employees hold accounts will be treated in the same manner as all other outstanding ordinary shares of Ingersoll Rand on the record date for the distribution. For every three ordinary shares of Ingersoll Rand held in an account under the Ingersoll-Rand Company Employee Savings Plan (the “ESP”), the Ingersoll-Rand Company Employee Savings Plan for Bargained Employees, the Trane 401(k) & Thrift Plan and the Ingersoll-Rand Retirement Savings Plan for Participating Employees in Puerto Rico, the account will be credited with one ordinary share of Allegion on the distribution date.

We expect to adopt new tax-qualified defined contribution plans for our bargained and non-bargained employees in connection with the spin-off. The new plans will hold the accounts of our employees and former employees following the distribution.

Treatment of Fractional Shares

The distribution agent will not distribute any fractional Allegion shares to Ingersoll Rand shareholders. Instead, as soon as practicable on or after the distribution date, the distribution agent will aggregate Allegion fractional shares to which Ingersoll Rand shareholders of record would otherwise be entitled into whole shares, sell them in the open market at the prevailing market prices and then distribute the aggregate sale proceeds ratably to Ingersoll Rand shareholders who would otherwise have been entitled to receive Allegion fractional shares. The amount of this payment will depend on the prices at which the distribution agent sells the aggregated fractional shares in the open market shortly after the distribution date. We will be responsible for any payment of brokerage fees. The amount of these brokerage fees is not expected to be material to us. The receipt of cash in lieu of fractional shares will generally result in a taxable gain or loss to the recipient shareholder. Each shareholder entitled to receive cash proceeds from these shares should consult his, her or its own tax adviser as to the shareholder’s particular circumstances. The tax consequences of the distribution are described in more detail under

“- U.S. Federal Income Tax Consequences of the Spin-Off” and “- Irish Income Tax Consequences of the Spin-Off.”

U.S. Federal Income Tax Consequences of the Spin-Off

The following is a summary of the material U.S. federal income tax consequences of the spin-off. This summary is based on the Code, the U.S. Treasury regulations and administrative guidance promulgated thereunder, and interpretations of the Code and the U.S. Treasury regulations by the courts and the IRS, in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. This summary does not address the consequences to Ingersoll Rand shareholders subject to special treatment under the U.S. federal income tax laws (including, for example, non-U.S. persons, insurance companies, dealers, brokers or traders in securities or currencies, tax-exempt organizations, financial institutions, persons who own, or are deemed to own, at least 10% or more, by voting power or value, of Ingersoll Rand ordinary shares, pass-through entities and investors in such entities, holders who have a functional currency other than the U.S. dollar, holders who hold their shares as a hedge or as part of a hedging, straddle, conversion, synthetic security, integrated investment or other risk-reduction transaction or who are subject to alternative minimum tax or holders who acquired their shares upon the exercise of employee stock options or otherwise as compensation). Moreover, this summary does not address the U.S. federal income tax consequences to Ingersoll Rand shareholders who do not hold Ingersoll Rand ordinary shares as capital assets.

INGERSOLL RAND SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE SPIN-OFF TO THEM, INCLUDING THE EFFECT OF ANY IRISH, U.S. FEDERAL, STATE OR LOCAL OR NON-U.S. TAX LAWS OR U.S. TAX LAWS, OTHER THAN THOSE RELATING TO INCOME TAXES, AND OF CHANGES IN APPLICABLE TAX LAWS.

Ingersoll Rand has received the IRS Ruling substantially to the effect that, among other things, the distribution of our ordinary shares, together with certain related transactions, will qualify under Sections 355 and 368(a) of the Code as tax-free to the holders of Ingersoll Rand ordinary shares, except to the extent of cash received in lieu of fractional shares, as well as tax-free to Ingersoll Rand. In addition, the spin-off is conditioned (unless waived by Ingersoll Rand) on the receipt of opinions from Ingersoll Rand’s tax adviser, Simpson Thacher & Bartlett LLP, in form and substance satisfactory to Ingersoll Rand, substantially to the effect that certain requirements, including certain requirements that the IRS will not rule on, necessary to obtain tax-free treatment have been satisfied, such that the distribution, together with certain related transactions, will receive tax-free treatment under Section 355 of the Code. Assuming the distribution qualifies under Section 355 of the Code as tax-free:

U.S. Treasury regulations require certain shareholders that receive stock in a spin-off to attach to their respective U.S. federal income tax returns, for the year in which the spin-off occurs, a detailed statement setting forth certain information relating to the spin-off. Shortly after the distribution, Ingersoll Rand will provide shareholders who receive our ordinary shares in the distribution with the information necessary to comply with that requirement, as well as information to help shareholders allocate their stock basis between their Ingersoll Rand ordinary shares and the Allegion ordinary shares.

The IRS Ruling is, and the opinions of Simpson Thacher & Bartlett LLP will be, conditioned on the truthfulness and completeness of certain factual statements and representations provided by Ingersoll Rand and us. If those factual statements and representations are or become incomplete or untrue, the IRS Ruling could become inoperative and Ingersoll Rand’s tax adviser’s conclusions may be or may become incorrect. Ingersoll Rand and we have reviewed the statements of fact and representations on which the IRS Ruling and the opinions of Ingersoll Rand’s tax adviser will be based, and neither Ingersoll Rand nor we are aware of any facts or circumstances that would cause any of the statements of fact or representations to be incomplete or untrue. Each of Ingersoll Rand and us have agreed to some restrictions on our future actions to provide further assurance that the distribution will qualify as a tax-free distribution under Section 355 of the Code.

As discussed above, certain requirements necessary to obtain tax-free treatment for the distribution of our ordinary shares, together with certain related transactions, that are not covered in the IRS Ruling are expected to be addressed in the

opinions of Simpson Thacher & Bartlett LLP. Such opinions are not binding on the IRS. Accordingly, on audit the IRS may reach conclusions with respect to such transactions that are different from the conclusions reached in the opinions.

If the distribution does not qualify under Section 355 of the Code, each holder of Ingersoll Rand ordinary shares receiving our ordinary shares in the distribution would be treated as receiving a taxable distribution in an amount equal to the fair market value of our ordinary shares received, which would result in:

Under certain circumstances, Ingersoll Rand could recognize taxable gain as a result of the distribution. These circumstances include the following:

The amount of such gain could result in a significant U.S. federal income tax liability to Ingersoll Rand or us. We will agree to indemnify Ingersoll Rand for any tax liabilities of Ingersoll Rand resulting from the distribution under certain circumstances. Our obligation to indemnify Ingersoll Rand may discourage, delay or prevent a change of control of our company. In addition, under U.S. Treasury regulations, each member of each of Ingersoll Rand’s U.S. consolidated tax return groups at the time of the spin-off would be severally liable to the IRS for the tax liabilities of the group of which it is a member. The resulting tax liability may have a material adverse effect on both our and Ingersoll Rand’s business, financial condition, results of operations and cash flows.

The preceding summary of material U.S. federal income tax consequences of the spin-off is for general informational purposes only. Ingersoll Rand shareholders should consult their own tax advisers as to the tax consequences of the spin-off to them in light of their particular circumstances, including the application and effect of any Irish, U.S. federal, state, local or non-U.S. tax laws and of changes in applicable tax laws.

Irish Tax Consequences of the Spin-Off

The following is a summary of the material Irish tax consequences for certain beneficial owners of Ingersoll Rand ordinary shares who receive Allegion ordinary shares pursuant to the distribution and who are the beneficial owners of such Allegion ordinary shares. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each of the shareholders. The summary is based upon Irish tax laws and the practice of Irish Revenue in effect on the date of this Information Statement and, in particular, relies upon the opinion from Irish Revenue relating to the tax-free nature of the distribution and the treatment of any dividends paid by us and any transfers of Allegion shares following the spin-off under Irish tax law. Changes in law and/or administrative practice may result in alteration of the tax considerations described below.

The summary does not constitute tax advice and is intended only as a general guide. The summary is not exhaustive and shareholders should consult their own tax advisers about the Irish tax consequences (and tax consequences under the laws of other relevant jurisdictions) of the spin-off and of the acquisition, ownership and disposal of our ordinary shares. The summary applies only to shareholders who will own our ordinary shares as capital assets and does not apply to other categories of shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes and shareholders who have, or who are deemed to have, acquired our ordinary shares by virtue of an Irish office or employment (performed or carried on in Ireland).

Irish Tax on Chargeable Gains

Non-resident Shareholders . The rate of tax on chargeable gains (where applicable) in Ireland is 33%. Our shareholders that are not resident or ordinarily resident in Ireland for Irish tax purposes and do not hold their shares in connection with a

trade or business carried on by such shareholders through an Irish branch or agency will not be liable for Irish tax on chargeable gains realized on a subsequent disposal of our ordinary shares.

Ingersoll Rand shareholders that are not resident or ordinarily resident in Ireland for Irish tax purposes and do not hold their shares in connection with a trade or business carried on by such shareholders through an Irish branch or agency will not be subject to Irish tax on chargeable gains on the receipt of Allegion ordinary shares pursuant to the spin-off.

Irish Resident Shareholders . Our shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes, or that hold their shares in connection with a trade or business carried on by such persons through an Irish branch or agency will, subject to the availability of any exemptions and reliefs, be subject to Irish tax on chargeable gains arising on a subsequent disposal of our ordinary shares.

Ingersoll Rand shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes, or shareholders that hold their shares in connection with a trade or business carried on by such persons through an Irish branch or agency, will not be subject to Irish tax on chargeable gains on the receipt of Allegion ordinary shares pursuant to the spin-off but will rather be treated for Irish tax purposes as having acquired their shares in Allegion at the same time and for the same cost as they acquired their original shares in Ingersoll Rand. Such shareholders may, however, be subject to Irish tax on chargeable gains on the receipt of any cash in lieu of fractional shares pursuant to the spin-off as they will be deemed to have made a part disposal of their shares in Ingersoll Rand.

Stamp Duty

The rate of stamp duty (where applicable) on transfers of shares of Irish incorporated companies is 1% of the price paid or the market value of the shares acquired, whichever is greater. Where Irish stamp duty arises, it is generally a liability of the transferee.

The distribution will be exempt from the charge to Irish stamp duty.

Irish stamp duty may, depending on the manner in which the shares in Allegion are held, be payable in respect of transfers of Allegion ordinary shares after the spin-off.

Shares Held Through DTC . A transfer of our ordinary shares effected by means of the transfer of book entry interests in The Depository Trust Company (“DTC”) will not be subject to Irish stamp duty. On the basis that most of our ordinary shares are expected to be held through DTC, it is anticipated that most transfers of ordinary shares will be exempt from Irish stamp duty.

Shares Held Outside of DTC or Transferred Into or Out of DTC . A transfer of our ordinary shares where any party to the transfer holds such shares outside of DTC may be subject to Irish stamp duty. Shareholders wishing to transfer their shares into (or out of) DTC may do so without giving rise to Irish stamp duty provided:

Due to the potential Irish stamp charge on transfers of our ordinary shares, it is strongly recommended that any person who wishes to acquire our ordinary shares after the spin-off acquires such shares through DTC (or through a broker who in turn holds such shares through DTC).

We currently intend to pay (or cause one of our affiliates to pay) stamp duty, if any, in connection with share transfers made in the ordinary course of trading by a seller who holds shares directly to a buyer who will hold the acquired shares beneficially. In other cases we may, in our absolute discretion, pay (or cause one of our affiliates to pay) any stamp duty. Our Articles of Association as they will be in effect after the distribution provide that, in the event of any such payment, we (i) may seek reimbursement from the buyer, (ii) will have a lien against the Allegion ordinary shares acquired by such buyer and any dividends paid on such shares and (iii) may set-off the amount of the stamp duty against future dividends on such shares. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Allegion ordinary shares has been paid unless one or both of such parties is otherwise notified by us.

Withholding Tax on Dividends

Distributions made by us will, in the absence of one of many exemptions, be subject to Irish dividend withholding tax (“DWT”) at a rate of 20%.

For DWT purposes, a distribution includes any distribution that may be made by us to our shareholders, including cash dividends, non-cash dividends and additional stock taken in lieu of a cash dividend. Where an exemption does not apply in respect of a distribution made to a particular shareholder, we are responsible for withholding DWT prior to making such distribution.

General Exemptions . Irish domestic law provides that a non-Irish resident shareholder is not subject to DWT on dividends received from us if such shareholder is beneficially entitled to the dividend and is either:

and provided, in all cases noted above, the shareholder has furnished the relevant Irish Revenue’s DWT forms (the “DWT Forms”) to:

Links to the various DWT Forms are available at: http://www.revenue.ie/en/tax/dwt/forms/index.html.

For shareholders that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for such shareholders to rely on the provisions of a double tax treaty to which Ireland is party to reduce the rate of DWT.

Shares Held by U.S. Resident Shareholders . Dividends paid in respect of our ordinary shares that are owned by U.S. residents and held through DTC will not be subject to DWT provided the addresses of the beneficial owners of such shares in the records of the broker holding such shares are in the U.S. It is strongly recommended that such shareholders ensure that their information is properly recorded by their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by us).

Dividends paid in respect of our ordinary shares that are owned by residents of the U.S. and held outside of DTC will not be subject to DWT if such shareholders provide a completed Form 6166 or DWT Form to Computershare, our transfer agent, to confirm their U.S. residence at least seven business days before the record date for the first dividend payment to which they are entitled. It is strongly recommended that such shareholders complete a Form 6166 or DWT Form (as applicable) and provide it to our transfer agent as soon as possible after acquiring their shares.

If any shareholder that is resident in the U.S. receives a dividend from which DWT has been withheld, the shareholder may be entitled to apply for a refund of such DWT from Irish Revenue.

Shares Held by Residents of “Relevant Territories” Other than the U.S. Shareholders that are residents of “relevant territories,” other than the U.S. and regardless of when such shareholders acquired their shares, must satisfy the conditions of one of the exemptions referred to above under the heading “- General Exemptions,” including the requirement to furnish completed DWT Forms, in order to receive dividends without them being subject to DWT. If such shareholders hold their shares through DTC, they must provide the appropriate DWT Forms to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by us) before the record date for the first dividend to which they are entitled. If such shareholders hold their shares outside of DTC, they must provide the appropriate DWT Forms to our transfer agent at least seven business days before such record date. It is strongly recommended that such shareholders complete the appropriate DWT Forms and provide them to their brokers or our transfer agent, Computershare, as the case may be, as soon as possible.

If any shareholder who is resident in a “relevant territory” receives a dividend from which DWT has been withheld, the shareholder may be entitled to a refund of DWT from Irish Revenue.

Shares Held by Residents of Ireland . Most Irish tax resident or ordinarily resident shareholders will be subject to DWT in respect of dividends paid on our ordinary shares.

Shareholders that are residents of Ireland, but are entitled to receive dividends without DWT, must complete the appropriate DWT Forms and provide them to their brokers (so that such brokers can further transmit the relevant information to a qualifying intermediary appointed by us) before the record date for the first dividend to which they are entitled (in the case of

shares held through DTC), or to our transfer agent, Computershare, at least seven business days before such record date (in the case of shares held outside of DTC).

Shares Held by Other Persons . Our shareholders that do not fall within any of the categories specifically referred to above may nonetheless fall within other exemptions from DWT. If any shareholders are exempt from DWT, but receive dividends subject to DWT, such shareholders may apply for refunds of such DWT from Irish Revenue.

Shares Held by Existing Ingersoll Rand Shareholders . To the extent that existing Ingersoll Rand shareholders resident in the U.S. or another relevant territory have previously provided our transfer agent, Computershare, or any qualifying intermediary appointed by us with appropriate forms or addresses to support their claim for an exemption from Irish DWT in respect of their shareholding in Ingersoll Rand, Computershare and that qualifying intermediary (and any other qualifying intermediary in the payment chain) can rely upon these forms and addresses and will not be required to obtain new documentation from such shareholders until these forms have expired or these addresses have changed (except that in the case of shareholders who are residents of the U.S. and who hold their shares outside of DTC, such shareholders will only be able to rely on their completed W-9 forms until December 31, 2018 but only where they continue to reside in the United States).

Qualifying Intermediary . Prior to paying any dividend, we will put in place an agreement with an entity that is recognized by Irish Revenue as a “qualifying intermediary,” which will provide for certain arrangements relating to distributions in respect of our ordinary shares that are held through DTC (the “Deposited Securities”). The agreement will provide that the qualifying intermediary shall distribute or otherwise make available to Cede & Co., as nominee for DTC, any cash dividend or other cash distribution with respect to the Deposited Securities after we deliver or cause to be delivered to the qualifying intermediary the cash to be distributed.

We will rely on information received directly or indirectly from our qualifying intermediary, brokers and our transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information and whether they have provided the required DWT Forms. Shareholders that are required to file DWT Forms in order to receive dividends free of DWT should note that such forms are generally valid, subject to a change in circumstances, until December 31 of the fifth full year after the year of issue of the forms.

Income Tax on Dividends Paid on Allegion Shares

Irish income tax may arise for certain persons in respect of dividends received from Irish resident companies.

A shareholder that is not resident or ordinarily resident in Ireland and that is entitled to an exemption from DWT generally has no liability to Irish income tax or the universal social charge on a dividend from us. An exception to this position may apply where such shareholder holds our ordinary shares through a branch or agency in Ireland through which a trade is carried on.

A shareholder that is not resident or ordinarily resident in Ireland and that is not entitled to an exemption from DWT generally has no additional Irish income tax liability or a liability to the universal social charge. The DWT deducted by us discharges the liability to income tax. An exception to this position may apply where the shareholder holds our ordinary shares through a branch or agency in Ireland through which a trade is carried on.

Irish resident or ordinarily resident shareholders may be subject to Irish tax and/or the universal social charge and/or PRSI on dividends received from us.

Capital Acquisitions Tax

Irish Capital Acquisitions Tax (“CAT”) could apply to a gift or inheritance of Irish situate shares irrespective of the place of residence, ordinary residence or domicile of the parties. Our ordinary shares may be regarded as property situated in Ireland as our share register must be held in Ireland. The person who receives the gift or inheritance has primary liability for CAT.

CAT is levied at a rate of 33% above certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (1) the relationship between the donor and the donee and (2) the aggregation of the values of previous gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold of €225,000 in respect of taxable gifts or inheritances received from their parents. Our shareholders should consult their own tax advisers as to whether CAT is creditable or deductible in computing any domestic tax liabilities.

THE IRISH TAX CONSEQUENCES SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY.

Results of the Spin-Off

After the spin-off, we will be an independent, publicly-traded company. Immediately following the distribution, we expect to have approximately 4,200 record holders of our ordinary shares and approximately 96.2 million ordinary shares

outstanding, based on the number of shareholders and outstanding ordinary shares of Ingersoll Rand on October 1, 2013. The actual number of shares to be distributed will be determined on the record date and will reflect any exercise of outstanding options, repurchases of Ingersoll Rand ordinary shares, and issuances of Ingersoll Rand ordinary shares in respect of employer or employee contributions under Ingersoll Rand’s benefit plans between October 1, 2013 and the record date for the distribution.

For information regarding options to purchase shares of our ordinary shares that will be outstanding after the distribution, see “Capitalization,” “Certain Relationships and Related Party Transactions - Agreements with Ingersoll Rand Related to the Spin-Off - Employee Matters Agreement” and “Management.”

Before the spin-off, we will enter into several agreements with Ingersoll Rand to effect the spin-off and provide a framework for our relationship with Ingersoll Rand after the spin-off. These agreements will govern the relationship between us and Ingersoll Rand after completion of the spin-off and provide for the allocation between us and Ingersoll Rand of Ingersoll Rand’s assets, liabilities, rights and obligations. See “Certain Relationships and Related Party Transactions - Agreements with Ingersoll Rand Related to the Spin-Off.”

Trading Market

We anticipate that, at least two trading days prior to the record date and continuing up to and including the distribution date, there will be a “when-issued” market in our ordinary shares. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The when-issued trading market will be a market for our ordinary shares that will be distributed to Ingersoll Rand shareholders on the distribution date. Any Ingersoll Rand shareholder who owns ordinary shares at the close of business on the record date will be entitled to our ordinary shares distributed in the spin-off. Ingersoll Rand shareholders may trade this entitlement to our ordinary shares, without the ordinary shares of Ingersoll Rand they own, on the when-issued market. We expect that on the first trading day following the distribution date when-issued trading with respect to our ordinary shares will end and “regular-way” trading will begin.

Following the distribution date, we expect our ordinary shares to be listed on the NYSE under the ticker symbol “ALLE.” We will announce the when-issued ticker symbol when and if it becomes available.

We also anticipate that, at least two trading days prior to the record date and continuing up to and including the distribution date, there will be two markets in Ingersoll Rand ordinary shares: a “regular-way” market and an “ex-distribution” market. Ingersoll Rand ordinary shares that trade on the regular-way market will trade with an entitlement to our ordinary shares to be distributed pursuant to the distribution. Shares that trade on the ex-distribution market will trade without an entitlement to our ordinary shares to be distributed pursuant to the distribution. Therefore, if Ingersoll Rand ordinary shares are sold in the regular-way market up to and including the distribution date, the selling shareholder’s right to receive our ordinary shares in the distribution will be sold as well. However, if Ingersoll Rand shareholders own Ingersoll Rand ordinary shares at the close of business on the record date and sell those shares on the ex-distribution market up to and including the distribution date, the selling shareholders will still receive the Allegion ordinary shares that they would otherwise receive pursuant to the distribution.

Incurrence of Debt

We expect to have approximately $1.3 billion of indebtedness at the time of the spin-off, the net proceeds of which will be distributed to Ingersoll Rand. In addition, we expect to have a senior secured revolving credit facility permitting borrowings of up to $500 million. See “Description of Material Indebtedness.”

Conditions to the Spin-Off

We expect that the spin-off will be effective as of 12:01 a.m., New York time, on December 1, 2013, the distribution date, provided that the following conditions shall have been satisfied or waived by Ingersoll Rand:

The fulfillment of the foregoing conditions will not create any obligation on Ingersoll Rand’s part to effect the spin-off. We are not aware of any material federal, foreign or state regulatory requirements that must be complied with or any material approvals that must be obtained, other than compliance with SEC rules and regulations, the receipt and effectiveness of the IRS Ruling, approval for listing on the NYSE and the declaration of effectiveness of the Registration Statement on Form 10 by the SEC, in connection with the distribution. Ingersoll Rand has the right not to complete the spin-off if, at any time prior to the distribution, the Board of Directors of Ingersoll Rand determines, in its sole discretion, that the spin-off is not then in the best interests of Ingersoll Rand or its shareholders or other constituents, that a sale or other alternative is in the best interests of Ingersoll Rand or its shareholders or other constituents or that it is not advisable to separate the commercial and residential security businesses from Ingersoll Rand at that time.

Reason for Furnishing this Information Statement

This Information Statement is being furnished solely to provide information to Ingersoll Rand’s shareholders that are entitled to receive our ordinary shares in the spin-off. This Information Statement is not, and is not to be construed as, an inducement or encouragement to buy, hold or sell any of our securities. We believe that the information in this Information Statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither Ingersoll Rand nor we undertake any obligation to update the information except in the normal course of our respective public disclosure obligations.

 

DIVIDENDS

Dividend Policy

Following the distribution, we expect to pay regular dividends. The recommendation, declaration, amount and payment of any dividend in the future by us will be subject to the sole discretion of our Board of Directors and will depend upon many factors, including our financial condition, earnings, future prospects and capital requirements of our business, covenants associated with certain of our debt obligations, legal requirements, regulatory constraints, income tax consequences, industry practice and other factors that our Board of Directors may deem relevant. There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence the payment of dividends. There can also be no assurance that the combined annual dividends on Ingersoll Rand ordinary shares and our ordinary shares after the spin-off, if any, will be equal to the annual dividends on Ingersoll Rand ordinary shares prior to the spin-off.

Creation of Distributable Reserves

Under Irish law, we require “distributable reserves” in Allegion plc’s unconsolidated balance sheet prepared in accordance with the Irish Companies Acts and Generally Accepted Accounting Principles in Ireland to enable us to make distributions to our shareholders (including by way of the payment of cash dividends or share repurchases). See “Description of Our Share Capital - Dividends” and “Description of Our Share Capital - Share Repurchases and Redemptions.”

Immediately following the spin-off, Allegion plc’s unconsolidated balance sheet will not contain any distributable reserves, and the “capital and reserves” in such balance sheet will be comprised entirely of “share capital” (equal to the aggregate par value of our ordinary shares issued in the distribution) and “share premium” (resulting from the issuance of our ordinary shares in the distribution and equal to (a) the aggregate fair value of our outstanding ordinary shares immediately following the distribution less (b) the share capital). We therefore will not have the ability to pay dividends (or make other forms of distributions) immediately following the distribution. We expect the initial shareholders of Allegion to pass a resolution prior to the distribution that would (subject to the approval of the High Court of Ireland) create distributable reserves following the distribution by converting to distributable reserves up to all of the share premium of Allegion plc.

We will seek to obtain the approval of the High Court of Ireland, which is required for the creation of distributable reserves to be effective, as soon as practicable following the distribution. We expect to obtain approval of the High Court of Ireland within approximately three months of the consummation of the distribution, but whether and when we receive such approval depends on a number of factors, such as the case load of the High Court of Ireland at the time of our initial application, and court vacations.

Until we obtain the High Court of Ireland approval or we create distributable reserves as a result of the profitable operation of our business, we will not have sufficient distributable reserves to make distributions by way of dividends, share repurchases or otherwise. Although we are not aware of any reason why the High Court of Ireland would not approve the creation of distributable reserves, there is no guarantee that we will obtain such approval.

CAPITALIZATION

The following table sets forth the unaudited cash and capitalization of Allegion as of September 30, 2013 on a historical basis and on a pro forma basis to give effect to the spin-off and the related transactions and events described in the notes to our unaudited pro forma condensed balance sheet as if the spin-off and related transactions and events, including our financing transactions, had occurred on September 30, 2013 . You can find an explanation of the pro forma adjustments made to our historical combined financial statements under “Unaudited Pro Forma Condensed Combined Financial Statements.” You should review the following table in conjunction with “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical combined financial statements and accompanying notes included elsewhere in this Information Statement.

 

⁽¹⁾ We expect to enter into a senior secured revolving credit facility of $500 million maturing in 2018. We expect our senior secured revolving credit facility to be undrawn upon the completion of the spin-off. See “Description of Material Indebtedness.”

⁽²⁾ We expect to enter into a $500 million Term Loan A Facility due 2018 and $500 million Term Loan B Facility due 2020. See “Description of Material Indebtedness.”

⁽³⁾ On October 4, 2013, we issued $300 million of 5.75% senior notes due 2021. See “Description of Material Indebtedness.”

SELECTED HISTORICAL COMBINED FINANCIAL DATA

The following table presents our selected historical combined financial data as of September 30, 2013 , and for the nine months ended September 30, 2013 and 2012, and as of and for each of the fiscal years in the five-year period ended December 31, 2012. We derived the selected historical combined financial data as of September 30, 2013 and for the nine months ended September 30, 2013 and 2012 from our unaudited condensed combined financial statements included elsewhere in this Information Statement. We derived the selected historical combined financial data as of December 31, 2012 and 2011, and for each of the fiscal years in the three-year period ended December 31, 2012, from our audited combined financial statements included elsewhere in this Information Statement. We derived the selected historical combined financial data as of December 31, 2010, and as of and for the fiscal years ended December 31, 2009 and 2008, from our unaudited combined financial statements that are not included in this Information Statement. In our management’s opinion, the unaudited combined financial statements have been prepared on the same basis as the audited combined financial statements and include all adjustments, consisting only of ordinary recurring adjustments, necessary for a fair presentation of the information for the periods presented.

Our historical combined financial statements include certain expenses of Ingersoll Rand that were allocated to us for certain corporate functions, including finance, information technology, legal, human resources, integrated supply chain and marketing. These costs may not be representative of the future costs we will incur as an independent, publicly-traded company. In addition, our historical financial information does not reflect changes that we expect to experience in the future as a result of our spin-off from Ingersoll Rand, including changes in the financing, operations, cost structure and personnel needs of our business. Our combined financial statements also do not reflect the allocation of certain assets and liabilities between Ingersoll Rand and us as reflected under “Unaudited Pro Forma Condensed Combined Financial Statements” included elsewhere in this Information Statement. Consequently, the financial information included here may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial position, results of operations and cash flows would have been had we been an independent, publicly-traded company during the periods presented.

You should read the selected historical combined financial data presented below in conjunction with our audited and unaudited combined financial statements and accompanying notes, “ Unaudited Pro Forma Condensed Combined Financial Statements ” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations ” included in this Information Statement.

(a) Net earnings from continuing operations includes $132.5 million and $103.1 million of centrally managed service costs and corporate allocations from Ingersoll Rand for the nine months ended September 30, 2013 and 2012, respectively. Net earnings from continuing operations includes $176.7 million, $160.5 million, $157.8 million, $160.9 million and $143.2 million of centrally managed service costs and corporate allocations from Ingersoll Rand for the years ended December 31, 2012, 2011, 2010, 2009 and 2008, respectively.

(b) 2013 Net earnings (loss) from continuing operations include an after-tax, non-cash impairment charge of $131.2 million related to goodwill. 

(c) 2008 Net earnings (loss) from continuing operations include an after-tax, non-cash impairment charge of $357 million related to goodwill, indefinite-lived intangible assets and marketable securities. 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements are derived from the historical combined financial statements of Allegion prepared in accordance with U.S. generally accepted accounting principles, which are included elsewhere in this Information Statement.

The unaudited pro forma condensed combined statements of operations for the fiscal year ended December 31, 2012 and the nine months ended September 30, 2013 give effect to the spin-off and related transactions as if they had occurred on January 1, 2012, the first day of fiscal year 2012. The unaudited pro forma condensed combined balance sheet as of September 30, 2013 gives effect to the spin-off and related transactions as if they had occurred on September 30, 2013 . These unaudited pro forma condensed combined financial statements include adjustments to reflect the following:    

Ingersoll Rand currently provides certain centrally managed services and corporate function support to us primarily in the areas of finance, information technology, employee benefits, legal, human resources, integrated supply chain, and marketing. Costs associated with centrally managed services have been billed to us on the basis of direct usage. Historical Ingersoll Rand corporate overhead has generally been allocated to us on the basis of revenue, assets, payroll expense, and selling and administrative expenses. Incremental corporate costs have been allocated to us on a similar basis. The total cost of these allocations from Ingersoll Rand was:

Management believes that such centrally managed service costs and allocations are reasonable; however, they may not be indicative of the financial position, results of operations and cash flows that would have been achieved had we operated as an independent, publicly-traded company for the periods presented. We anticipate that our total annual costs for these functions, together with costs of functioning as an independent, publicly-traded company, will approximate historical cost allocations. Therefore, no cost changes have been reflected in our historical combined financial statements or in our pro forma condensed combined statements of operations. Further, we expect that the costs for any services provided under our transition services agreement with Ingersoll Rand will be comparable to those included in our historical combined financial statements for similar services in prior periods. Therefore, no pro forma adjustments have been reflected with respect to transition services as we do not expect these adjustments to have a significant effect on our financial statements.

The assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and we believe such assumptions are reasonable under the circumstances.

The following unaudited pro forma condensed combined financial statements should be read in conjunction with the historical combined financial statements of Allegion, the accompanying notes to those financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. The statements are not necessarily indicative of our results of operations or financial condition had the spin-off been completed on the dates assumed. Also, they may not reflect the results of operations or financial condition which would have resulted had we been operating as an independent, publicly-traded company during such periods. In addition, they are not necessarily indicative of our future results of operations or financial condition.

See accompanying notes to unaudited pro forma condensed combined financial statements

See accompanying notes to unaudited pro forma condensed combined financial statements