X
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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—
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ireland
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98-1108930
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Ordinary Shares,
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New York Stock Exchange
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Par Value $0.01 per Share
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5.875% Senior Notes due 2023
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New York Stock Exchange
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Large accelerated filer
X
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Accelerated filer
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Non-accelerated filer ___
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Page
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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•
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economic, political and business conditions in the markets in which we operate;
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the demand for our products and services;
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•
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competitive factors in the industry in which we compete;
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the ability to protect and use intellectual property;
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fluctuations in currency exchange rates;
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the ability to complete and integrate any acquisitions;
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our ability to operate efficiently and productively;
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our ability to manage risks related to our information technology;
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changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations);
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the outcome of any litigation, governmental investigations or proceedings;
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interest rate fluctuations and other changes in borrowing costs;
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other capital market conditions, including availability of funding sources and currency exchange rate fluctuations;
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availability of and fluctuations in the prices of key commodities and the impact of higher energy prices;
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potential further impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets;
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the possible effects on us of future legislation in the U.S. that may limit or eliminate potential U.S. tax benefits resulting from our incorporation in a non-U.S. jurisdiction, such as Ireland, or deny U.S. government contracts to us based upon our incorporation in such non-U.S. jurisdiction; and
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•
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the impact our substantial leverage may have on our business and operations
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Allegion Principal Products
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Door closers and controls
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Door and door frames (steel)
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Electronic security products
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Electronic and biometric access control systems
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Exit devices
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Locks, locksets and key systems
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Time, attendance and workforce productivity systems
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Other accessories
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•
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Our extensive and versatile product portfolio, combined with our deep expertise, which enables us to deliver the right products and solutions to meet diverse security and functional specifications;
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Our consultative approach and expertise, which enables us to develop the most efficient and appropriate building security and access-control specifications to fulfill the unique needs of our end-users and their partners, including architects, contractors, home-builders and engineers; and
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Our enterprise excellence capabilities, including our global manufacturing operations and agile supply chain, which facilitate our ability to deliver specific product and system configurations to end-users worldwide, quickly and efficiently.
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stabilization of construction markets in key North American markets;
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the convergence of mechanical and electronic security products;
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heightened awareness of security requirements;
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increased global urbanization; and
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the shift to a digital, interconnected environment.
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Electronic Products and Access Control Systems, including Time, Attendance and Workforce Productivity
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Product Category
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Americas
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EMEIA
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Asia Pacific
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Doors and Door Frames
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Other Accessories
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Revenue By Geographic Destination
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Revenue By Product Category
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•
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Von Duprin, established in 1908, was awarded the first exit device patent;
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Schlage, established in 1920, was awarded the first patents granted for the cylindrical lock and the push button lock;
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LCN, established in 1926, created the first door closure;
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CISA, established in 1926, devised the first electronically controlled lock; and
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Steelcraft Doors, established in 1927, developed the first mass-produced hollow metal door in 1942.
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Product launch
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Year
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Innovation
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Schlage NDE Series wireless commercial lock
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2014
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Designed to be easy to install, connect, manage and use with ENGAGE connectivity platform
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Schlage Touch, Connect, Sense
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2014/2015
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New residential electronic locking platforms that provide for keyless entry (Touch), connected locking (Connect) and integration with the Apple HomeKit platform (Sense)
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AX Platform
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2014
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The first exit device that meets California's stringent maximum force requirements
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CISA eSigno Platform
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2013
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Allows hotel owners to choose easily between different product types compatible with a single modular platform
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aptiQ Mobile Platform
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2013
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A new generation of access control that allows users to replace wallets, keys and cards with smartphone based credentials
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•
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Locks, locksets and key systems
: A broad array of cylindrical, tubular and mortise door locksets, security levers, and master key systems that are used to protect and control access. We also offer a range of portable security products, including bicycle, small vehicle and travel locks.
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Door closers and exit devices
: An extensive portfolio of life-safety products generally installed on fire doors and facility entrances and exits. Door closers are devices that automatically close doors after they are opened. Exit devices are generally horizontal attachments to doors and enable rapid exit from the premises.
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Electronic Security Products and Access Control Systems
: A broad range of electrified locks, access control systems, biometric hand reader systems, key card and reader systems and accessories.
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Time, Attendance and Workforce Productivity Systems
: Products and services designed to help business customers manage and monitor workforce access control parameters, attendance and employee scheduling. We offer ongoing aftermarket services in addition to design and installation offerings.
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Doors and Door Frames
: A portfolio of hollow metal doors and door frames. In select geographies, we also provide installation and service maintenance services.
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•
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Other Accessories
: A variety of additional security and product components, including hinges, door levers, door stops, lites, louvers and other accessories, as well as certain bathroom fittings products.
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Production Facilities
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Americas
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EMEIA
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Asia Pacific
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Blue Ash, Ohio
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Clamecy, France
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Auckland, New Zealand
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Bogota, Colombia
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Durchhausen, Germany
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Bucheon, South Korea
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Bronx, New York
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Duzce, Turkey
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Jinshan, China
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Burgaw, North Carolina
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Faenza, Italy
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Melbourne, Australia
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Chino, California
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Feuquieres, France
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Sydney, Australia
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Ensenada, Mexico
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Monsampolo, Italy
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Indianapolis, Indiana
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Osterfeld, Germany
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Middlefield, Ohio
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Renchen, Germany
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Princeton, Illinois
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Siewierz, Poland
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Security, Colorado
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Veenendaal, Netherlands
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Tecate, Mexico
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Tijuana, Mexico
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First Quarter
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Second Quarter
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Third Quarter
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Fourth Quarter
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2015
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22%
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25%
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26%
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27%
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2014
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22%
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25%
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26%
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27%
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2013
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23%
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26%
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26%
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25%
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•
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changes in laws and regulations or imposition of currency restrictions and other restraints in various jurisdictions;
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limitation of ownership rights, including expropriation of assets by a local government, and limitation on the ability to repatriate earnings;
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sovereign debt crises and currency instability in developed and developing countries;
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imposition of burdensome tariffs and quotas;
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difficulty in staffing and managing global operations;
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difficulty in enforcing agreements, collecting receivables and protecting assets through non-U.S. legal systems;
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national and international conflict, including war, civil disturbances and terrorist acts; and
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economic downturns and social and political instability.
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diversion of management time and attention from daily operations;
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difficulties integrating acquired businesses, technologies and personnel into our business;
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difficulties in obtaining and verifying the financial statements and other business information of acquired businesses;
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inability to obtain regulatory approvals and/or required financing on favorable terms;
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potential loss of key employees, key contractual relationships or key customers of acquired companies or of us;
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assumption of the liabilities and exposure to unforeseen liabilities of acquired companies; and
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dilution of interests of holders of our ordinary shares through the issuance of equity securities or equity-linked securities.
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limited in how we conduct our business;
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limited in our ability to pay dividends or make other distributions to our shareholders;
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unable to raise additional debt or equity financing to operate during general economic or business downturns; or
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unable to compete effectively or to take advantage of new business opportunities.
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a provision of our Articles of Association which generally prohibits us from engaging in a business combination with an interested shareholder (being (i) the beneficial owner of the relevant percentage of our voting shares or (ii) an affiliate or associate of us that has at any time within the last five years been the beneficial owner of the relevant percentage of our voting shares), subject to certain exceptions;
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rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;
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the right of our Board of Directors to issue preferred shares without shareholder approval in certain circumstances, subject to applicable law; and
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the ability of our Board of Directors to fill vacancies on our Board of Directors in certain circumstances.
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Ordinary shares
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||||||||||
2015
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High
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Low
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Dividend
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||||||
First quarter
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$
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61.91
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$
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52.79
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$
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0.10
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Second quarter
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63.18
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59.10
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0.10
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Third quarter
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64.68
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56.07
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0.10
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Fourth quarter
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68.03
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58.08
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0.10
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2014
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High
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Low
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Dividend
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||||||
First quarter
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$
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55.35
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$
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43.65
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$
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0.08
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Second quarter
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57.62
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48.29
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0.08
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Third quarter
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57.37
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47.64
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0.08
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Fourth quarter
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55.91
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45.06
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0.08
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November 18, 2013
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December 31, 2013
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December 31, 2014
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December 31, 2015
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Allegion plc
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100.00
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91.16
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115.11
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137.71
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S&P 500
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100.00
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103.44
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117.59
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119.22
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S&P 400 Capital Goods
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100.00
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105.46
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105.72
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99.90
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At and for the years ended December 31,
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2015
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2014
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2013
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2012
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2011
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Net revenues
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$
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2,068.1
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$
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2,118.3
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$
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2,069.6
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$
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2,023.3
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$
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1,998.3
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Net earnings (loss) attributable to Allegion plc ordinary shareholders:
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Continuing operations (d)
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154.3
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(a)
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186.3
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(b)
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35.9
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(c)
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224.3
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231.6
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|||||
Discontinued operations
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(0.4
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)
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(11.1
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)
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(3.6
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)
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(4.2
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)
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(6.3
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)
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Total assets
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2,285.3
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2,015.9
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2,000.6
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2,003.2
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2,055.2
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Total debt
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1,545.4
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1,264.6
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1,343.9
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5.0
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4.9
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Total Allegion plc shareholders’ equity (deficit)
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25.6
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(4.8
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)
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(66.1
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)
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1,362.6
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1,432.8
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Earnings (loss) per share attributable to Allegion plc ordinary shareholders:
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Basic:
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||||||||||
Continuing operations
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$
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1.61
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$
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1.94
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$
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0.37
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$
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2.34
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$
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2.41
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Discontinued operations
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(0.01
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)
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(0.12
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)
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(0.03
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)
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(0.04
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)
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(0.07
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)
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Diluted:
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Continuing operations
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$
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1.59
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$
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1.92
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$
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0.37
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$
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2.34
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$
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2.41
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Discontinued operations
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—
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(0.12
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)
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(0.03
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)
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(0.04
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)
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(0.07
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)
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Dividends declared per ordinary share
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$
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0.40
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$
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0.32
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$
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—
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$
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—
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$
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—
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(a)
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Net earnings from continuing operations for the year ended December 31, 2015 includes $104.2 million of losses related to the divestitures of our Venezuelan operations and our majority stake in Bocom Wincent Technologies Co., Ltd. ("Bocom").
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(b)
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Net earnings from continuing operations for the year ended December 31, 2014 includes an after-tax, non-cash inventory impairment charge of $18.7 million and a $9.1 million after-tax, non-cash charge related to the devaluation of the Venezuelan bolivar.
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(c)
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Net earnings from continuing operations for the year ended December 31, 2013 includes an after-tax, non-cash goodwill impairment charge of $131.2 million and $44.8 million of discrete tax adjustments consisting of $31.5 million of expense related to valuation allowances on deferred tax assets that are no longer expected to be utilized and $13.3 million of net tax expense resulting primarily from transactions occurring to effect the Spin-off.
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(d)
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Net earnings from continuing operations includes $174.5 million, $176.7 million and $160.5 million of centrally managed service costs and corporate allocations from Ingersoll Rand for the years ended December 31, 2013, 2012 and 2011.
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Business
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Month
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Primary business segment
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Description of business
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iDevices
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February
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Americas
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A brand and development partner in the Internet of Things industry. The investment is accounted for using the equity method.
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Zero
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April
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Americas
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Manufactures door and window products for commercial spaces and products include sealing systems, such as sound control, fire and smoke protection, threshold applications, lites, door louvers, intumescent products, photo-luminescent and flood barrier for doors.
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Brio
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May
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Asia-Pacific
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Designs and manufactures sliding and folding door hardware for commercial and residential spaces.
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Milre
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July
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Asia-Pacific
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Produces high-quality and innovative electronic door locks.
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SimonsVoss
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September
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EMEIA
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Designs and manufactures electronic locks.
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AXA
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September
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EMEIA
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Manufactures and sells a branded portfolio of portable locks and lights as well as a wide variety of window and door hardware.
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Dollar amounts in millions, except per share data
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2015
|
|
% of
Revenues |
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2014
|
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% of
Revenues |
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2013
|
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% of
Revenues |
|||||||||
Net revenues
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$
|
2,068.1
|
|
|
|
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$
|
2,118.3
|
|
|
|
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$
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2,069.6
|
|
|
|
|||
Cost of goods sold
|
|
1,199.0
|
|
|
58.0
|
%
|
|
1,264.6
|
|
|
59.7
|
%
|
|
1,208.1
|
|
|
58.4
|
%
|
|||
Selling and administrative expenses
|
|
510.5
|
|
|
24.7
|
%
|
|
527.4
|
|
|
24.9
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%
|
|
483.1
|
|
|
23.3
|
%
|
|||
Asset impairment
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|
—
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|
|
—
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%
|
|
—
|
|
|
—
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%
|
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137.6
|
|
|
6.6
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%
|
|||
Operating income
|
|
358.6
|
|
|
17.3
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%
|
|
326.3
|
|
|
15.4
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%
|
|
240.8
|
|
|
11.6
|
%
|
|||
Interest expense
|
|
52.9
|
|
|
|
|
53.8
|
|
|
|
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10.2
|
|
|
|
||||||
Loss on divestitures
|
|
104.2
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Other expense (income), net
|
|
(7.8
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)
|
|
|
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4.6
|
|
|
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7.2
|
|
|
|
||||||
Earnings before income taxes
|
|
209.3
|
|
|
|
|
267.9
|
|
|
|
|
223.4
|
|
|
|
||||||
Provision for income taxes
|
|
54.6
|
|
|
|
|
84.2
|
|
|
|
|
175.0
|
|
|
|
||||||
Earnings from continuing operations
|
|
154.7
|
|
|
|
|
183.7
|
|
|
|
|
48.4
|
|
|
|
||||||
Discontinued operations, net of tax
|
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(0.4
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)
|
|
|
|
(11.1
|
)
|
|
|
|
(3.6
|
)
|
|
|
||||||
Net earnings
|
|
154.3
|
|
|
|
|
172.6
|
|
|
|
|
44.8
|
|
|
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
|
0.4
|
|
|
|
|
(2.6
|
)
|
|
|
|
12.5
|
|
|
|
||||||
Net earnings attributable to Allegion plc
|
|
$
|
153.9
|
|
|
|
|
$
|
175.2
|
|
|
|
|
$
|
32.3
|
|
|
|
|||
Diluted net earnings per ordinary share attributable to Allegion plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
|
$
|
1.59
|
|
|
|
|
$
|
1.92
|
|
|
|
|
$
|
0.37
|
|
|
|
|||
Discontinued operations
|
|
—
|
|
|
|
|
(0.12
|
)
|
|
|
|
(0.03
|
)
|
|
|
||||||
Net earnings
|
|
$
|
1.59
|
|
|
|
|
$
|
1.80
|
|
|
|
|
$
|
0.34
|
|
|
|
Pricing
|
0.6
|
%
|
Volume
|
4.8
|
%
|
Acquisitions / Divestitures
|
(1.0
|
)%
|
Currency exchange rates
|
(6.8
|
)%
|
Total
|
(2.4
|
)%
|
Pricing and productivity in excess of inflation
|
(1.1
|
)%
|
Acquisitions / Divestitures
|
(0.6
|
)%
|
Investment spending
|
0.3
|
%
|
Currency exchange rates
|
0.2
|
%
|
Non-cash inventory impairment
|
(1.4
|
)%
|
Restructuring / Spin-off costs / acquisition expenses
|
0.9
|
%
|
Total
|
(1.7
|
)%
|
Other inflation in excess of productivity
|
0.1
|
%
|
Volume leverage
|
(1.2
|
)%
|
Acquisitions / Divestitures
|
1.0
|
%
|
Investment spending
|
0.7
|
%
|
Currency exchange rates
|
0.2
|
%
|
Restructuring / Spin-off costs / acquisition expenses
|
(1.0
|
)%
|
Total
|
(0.2
|
)%
|
Restructuring / Spin-off costs
|
1.4
|
%
|
Investment spending
|
1.0
|
%
|
Impact of consolidated Asia joint venture order flow change
|
0.8
|
%
|
Productivity in excess of other inflation
|
(0.8
|
)%
|
Volume leverage
|
(0.9
|
)%
|
Currency exchange rates
|
0.1
|
%
|
Total
|
1.6
|
%
|
in millions
|
Operating Income
|
Operating Margin
|
|||
December 31, 2014
|
$
|
326.3
|
|
15.4
|
%
|
Pricing and productivity in excess of inflation
|
22.2
|
|
1.0
|
%
|
|
Volume/product mix
|
40.1
|
|
1.1
|
%
|
|
Non-cash inventory impairment
|
29.1
|
|
1.4
|
%
|
|
Currency exchange rates
|
(29.8
|
)
|
(0.4
|
)%
|
|
Investment spending and other items
|
(19.7
|
)
|
(0.9
|
)%
|
|
Acquisitions / divestitures
|
(12.1
|
)
|
(0.4
|
)%
|
|
Restructuring / spin costs / acquisition costs
|
2.5
|
|
0.1
|
%
|
|
December 31, 2015
|
$
|
358.6
|
|
17.3
|
%
|
in millions
|
Operating Income
|
Operating Margin
|
|||
December 31, 2013
|
$
|
240.8
|
|
11.6
|
%
|
2013 goodwill impairment charge
|
137.6
|
|
6.7
|
%
|
|
2013 gain on sale of property
|
(21.5
|
)
|
(0.8
|
)%
|
|
Pricing and productivity in excess of inflation
|
36.9
|
|
1.5
|
%
|
|
Volume/product mix
|
17.1
|
|
0.5
|
%
|
|
Non-cash inventory impairment
|
(33.3
|
)
|
(1.6
|
)%
|
|
Restructuring / spin costs
|
(24.8
|
)
|
(1.2
|
)%
|
|
Investment spending and other items
|
(26.5
|
)
|
(1.3
|
)%
|
|
December 31, 2014
|
$
|
326.3
|
|
15.4
|
%
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income
|
|
$
|
(1.5
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(0.8
|
)
|
Exchange loss
|
|
4.9
|
|
|
7.6
|
|
|
8.0
|
|
|||
Other
|
|
(11.2
|
)
|
|
(1.9
|
)
|
|
—
|
|
|||
Other (income) expense, net
|
|
$
|
(7.8
|
)
|
|
$
|
4.6
|
|
|
$
|
7.2
|
|
Pricing
|
0.5
|
%
|
Volume
|
6.6
|
%
|
Acquisitions / Divestitures
|
(2.2
|
)%
|
Currency exchange rates
|
(5.0
|
)%
|
Total
|
(0.1
|
)%
|
in millions
|
Operating Income
|
Operating Margin
|
|||
December 31, 2014
|
$
|
387.3
|
|
24.8
|
%
|
Pricing and productivity in excess of inflation
|
9.1
|
|
0.4
|
%
|
|
Volume/product mix
|
40.8
|
|
0.9
|
%
|
|
Non-cash inventory impairment
|
29.1
|
|
1.9
|
%
|
|
Currency exchange rates
|
(21.4
|
)
|
(0.1
|
)%
|
|
Investment spending
|
(13.0
|
)
|
(0.8
|
)%
|
|
Acquisitions / divestitures
|
(13.8
|
)
|
(0.3
|
)%
|
|
Restructuring / Spin-off costs / acquisition expenses
|
(0.1
|
)
|
—
|
%
|
|
December 31, 2015
|
$
|
418.0
|
|
26.8
|
%
|
in millions
|
Operating Income
|
Operating Margin
|
|||
December 31, 2013
|
$
|
392.1
|
|
25.9
|
%
|
Impact of consolidated joint venture order flow change
|
—
|
|
0.9
|
%
|
|
Pricing and productivity in excess of inflation
|
23.2
|
|
0.8
|
%
|
|
Volume/product mix
|
17.0
|
|
(0.1
|
)%
|
|
Non-cash inventory impairment
|
(33.3
|
)
|
(2.1
|
)%
|
|
Currency exchange rates
|
1.4
|
|
0.3
|
%
|
|
Investment spending
|
(13.1
|
)
|
(0.9
|
)%
|
|
December 31, 2014
|
$
|
387.3
|
|
24.8
|
%
|
in millions
|
Operating Income
|
Operating Margin
|
|||
December 31, 2014
|
$
|
4.9
|
|
1.2
|
%
|
Pricing and productivity in excess of inflation
|
16.3
|
|
4.5
|
%
|
|
Volume/product mix
|
(0.7
|
)
|
(0.2
|
)%
|
|
Currency exchange rates
|
(6.2
|
)
|
(1.6
|
)%
|
|
Investment spending and other items
|
(2.2
|
)
|
(0.5
|
)%
|
|
Acquisitions / divestitures
|
7.1
|
|
1.5
|
%
|
|
Restructuring / Spin-off costs / acquisition expenses
|
(10.6
|
)
|
(2.7
|
)%
|
|
December 31, 2015
|
$
|
8.6
|
|
2.2
|
%
|
Volume/product mix
|
(1.3
|
)%
|
Pricing
|
1.0
|
%
|
Currency exchange rates
|
0.1
|
%
|
Restructuring actions
|
(1.8
|
)%
|
Total
|
(2.0
|
)%
|
in millions
|
Operating Income
|
Operating Margin
|
|||
December 31, 2013
|
$
|
(0.3
|
)
|
(0.1
|
)%
|
Pricing and productivity in excess of inflation
|
14.4
|
|
3.6
|
%
|
|
Volume/product mix
|
(3.7
|
)
|
(0.9
|
)%
|
|
Investment spending
|
(3.0
|
)
|
(0.8
|
)%
|
|
Currency exchange rates
|
0.5
|
|
0.2
|
%
|
|
Restructuring / Spin-off costs
|
(3.0
|
)
|
(0.8
|
)%
|
|
December 31, 2014
|
$
|
4.9
|
|
1.2
|
%
|
Pricing
|
0.2
|
%
|
Volume
|
(1.5
|
)%
|
Acquisitions / Divestitures
|
(19.6
|
)%
|
Currency exchange rates
|
(4.3
|
)%
|
Total
|
(25.2
|
)%
|
in millions
|
Operating Income
|
Operating Margin
|
|||
December 31, 2014
|
$
|
2.3
|
|
1.4
|
%
|
Pricing and productivity in excess of inflation
|
2.4
|
|
1.2
|
%
|
|
Adjustment to allowance for doubtful accounts
|
1.2
|
|
0.7
|
%
|
|
Currency exchange rates
|
(2.2
|
)
|
(1.3
|
)%
|
|
Investment spending and other items
|
(0.2
|
)
|
(0.1
|
)%
|
|
Acquisitions / Divestitures
|
(5.5
|
)
|
(3.8
|
)%
|
|
Restructuring / Spin-off costs / acquisition expenses
|
(1.4
|
)
|
(0.9
|
)%
|
|
December 31, 2015
|
$
|
(3.4
|
)
|
(2.8
|
)%
|
in millions
|
Operating Income
|
Operating Margin
|
|||
December 31, 2013
|
$
|
25.4
|
|
16.5
|
%
|
2013 non-recurring items
|
(25.4
|
)
|
(16.3
|
)%
|
|
2014 increase to allowance for doubtful accounts
|
(2.5
|
)
|
(1.6
|
)%
|
|
Investment spending and Spin-off costs
|
(2.2
|
)
|
(1.4
|
)%
|
|
Currency exchange rates
|
(0.7
|
)
|
(0.5
|
)%
|
|
Volume/product mix
|
3.7
|
|
2.2
|
%
|
|
Pricing and productivity in excess of inflation
|
2.6
|
|
1.7
|
%
|
|
Acquisitions
|
1.4
|
|
0.8
|
%
|
|
December 31, 2014
|
$
|
2.3
|
|
1.4
|
%
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash provided by continuing operating activities
|
|
$
|
257.4
|
|
|
$
|
259.0
|
|
|
$
|
229.3
|
|
Cash used in investing activities
|
|
(533.8
|
)
|
|
(34.8
|
)
|
|
(18.7
|
)
|
|||
Cash provided by (used in) financing activities
|
|
195.0
|
|
|
(150.0
|
)
|
|
(292.4
|
)
|
In millions
|
2015
|
|
2014
|
||||
Term Loan A Facility
|
$
|
926.7
|
|
|
$
|
962.8
|
|
5.75% Senior Notes due 2021
|
300.0
|
|
|
300.0
|
|
||
5.875% Senior Notes due 2023
|
300.0
|
|
|
—
|
|
||
Other debt, including capital leases, maturing in various amounts through 2016
|
18.7
|
|
|
1.8
|
|
||
Total debt
|
$
|
1,545.4
|
|
|
$
|
1,264.6
|
|
Less current portion of long term debt
|
65.6
|
|
|
49.6
|
|
||
Total long-term debt
|
$
|
1,479.8
|
|
|
$
|
1,215.0
|
|
|
|
Less than
1 year
|
|
1 - 3
years
|
|
3 - 5
years
|
|
More than
5 years
|
|
Total
|
||||||||||
Short-term debt
|
|
$
|
65.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65.6
|
|
Long-term debt
|
|
—
|
|
|
93.8
|
|
|
786.0
|
|
|
600.0
|
|
|
1,479.8
|
|
|||||
Interest payments on long-term debt
|
|
56.3
|
|
|
106.2
|
|
|
95.3
|
|
|
61.4
|
|
|
319.2
|
|
|||||
Purchase obligations
|
|
125.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125.1
|
|
|||||
Operating leases
|
|
18.7
|
|
|
22.8
|
|
|
10.8
|
|
|
2.8
|
|
|
55.1
|
|
|||||
Total contractual cash obligations
|
|
$
|
265.7
|
|
|
$
|
222.8
|
|
|
$
|
892.1
|
|
|
$
|
664.2
|
|
|
$
|
2,044.8
|
|
•
|
Allowance for doubtful accounts – We have provided an allowance for doubtful accounts receivable, which represents our best estimate of probable loss inherent in our accounts receivable portfolio. This estimate is based upon our policy, derived from our knowledge of our end markets, customer base and products.
|
•
|
Goodwill and indefinite-lived intangible assets – We have significant goodwill and indefinite-lived intangible assets on our balance sheet related to acquisitions. Our goodwill and other indefinite-lived intangible assets are tested and reviewed annually during the fourth quarter for impairment or when there is a significant change in events or circumstances that indicate that the fair value of an asset is more likely than not less than the carrying amount of the asset.
|
•
|
Decreases in estimated market sizes or market growth rates due to greater-than-expected declines in volumes, pricing pressures or disruptive technology;
|
•
|
Declines in our market share and penetration assumptions due to increased competition or an inability to develop or launch new products;
|
•
|
The impacts of the market volatility, including greater-than-expected declines in pricing, reductions in volumes, or fluctuations in foreign exchange rates;
|
•
|
The level of success of on-going and future research and development efforts, including those related to recent acquisitions, and increases in the research and development costs necessary to obtain regulatory approvals and launch new products;
|
•
|
Increase in the price or decrease in the availability of key commodities and the impact of higher energy prices; and
|
•
|
Increases in our market-participant risk-adjusted weighted-average cost of capital;
|
•
|
Long-lived assets and finite-lived intangibles – Long-lived assets and finite-lived intangibles are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. Assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows can be generated. Impairment in the carrying value of an asset could be recognized whenever anticipated future undiscounted cash flows from an asset are less than its carrying value. The impairment is measured as the amount by which the carrying value exceeds the fair value of the asset as determined by an estimate of discounted cash flows. We believe that our use of estimates and assumptions are reasonable and comply with generally accepted accounting principles. Changes in business conditions could potentially require future adjustments to these valuations.
|
•
|
Loss contingencies – Liabilities are recorded for various contingencies arising in the normal course of business, including litigation and administrative proceedings, environmental and asbestos matters and product liability, product warranty, worker’s compensation and other claims. We have recorded reserves in the consolidated financial statements related to these matters, which are developed using input derived from actuarial estimates and historical and anticipated experience data depending on the nature of the reserve, and in certain instances with consultation of legal counsel, internal and external consultants and engineers. Subject to the uncertainties inherent in estimating future costs for these types of liabilities, we believe our estimated reserves are reasonable and do not believe the final determination of the liabilities with respect to these matters would have a material effect on our financial condition, results of operations, liquidity or cash flows for any year.
|
•
|
Revenue recognition – Revenue is recognized and earned when all of the following criteria are satisfied: (a) persuasive evidence of a sales arrangement exists; (b) the price is fixed or determinable; (c) collectability is reasonably assured; and (d) delivery has occurred or service has been rendered. Delivery generally occurs when the title and the risks and rewards of ownership have transferred to the customer. Both the persuasive evidence of a sales arrangement and fixed or determinable price criteria are deemed to be satisfied upon receipt of an executed and legally binding sales agreement or contract that clearly defines the terms and conditions of the transaction including the respective obligations of the parties. If the defined terms and conditions allow variability in all or a component of the price, revenue is not recognized until such time that the price becomes fixed or determinable. At the point of sale, we validate that existence of an enforceable claim that requires payment within a reasonable amount of time and assesses the collectability of that claim. If collectability is not deemed to be reasonably assured, then revenue recognition is deferred until such time that collectability becomes probable or cash is
|
•
|
Income taxes – Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, applying enacted tax rates expected to be in effect for the year in which the differences are expected to reverse. We recognize future tax benefits, such as net operating losses and non-U.S. tax credits, to the extent that realizing these benefits is considered in our judgment to be more likely than not. We regularly review the recoverability of our deferred tax assets considering our historic profitability, projected future taxable income, timing of the reversals of existing temporary differences and the feasibility of our tax planning strategies. Where appropriate, we record a valuation allowance with respect to a future tax benefit.
|
•
|
Employee benefit plans – We provide a range of benefits to eligible employees and retirees, including pensions, postretirement and postemployment benefits. Determining the cost associated with such benefits is dependent on various actuarial assumptions including discount rates, expected return on plan assets, compensation increases, employee mortality, turnover rates and healthcare cost trend rates. Actuarial valuations are performed to determine expense in accordance with GAAP. Actual results may differ from the actuarial assumptions and are generally accumulated and amortized into earnings over future periods.
|
•
|
Business combinations – The fair value of the consideration paid in a business combination is allocated to tangible assets and identifiable intangible assets, liabilities assumed and goodwill. The accounting for acquisitions involves a considerable amount of judgment and estimate, including the fair value of acquired intangible assets involving projections of future revenues and cash flows that are either discounted at an estimated discount rate or measured at an estimated royalty rate; fair value of other acquired assets and assumed liabilities, including potential contingencies; and the useful lives of the acquired assets. The assumptions used are determined at the time of the acquisition in accordance with accepted valuation models. Projections are developed using internal forecasts, available industry and market data and estimates of long-term growth rates. The impact of prior or future acquisitions on our financial condition or results of operations may be materially impacted by the change in or initial selection of assumptions and estimates.
|
(a)
|
The following Consolidated Financial Statements and Financial Statement Schedules and the report thereon of PricewaterhouseCoopers LLP dated
February 26, 2016
, are presented following Item 15 of this Annual Report on Form 10-K.
|
(b)
|
The unaudited selected quarterly financial data for the two years ended
December 31,
is as follows:
|
In millions, except per share amounts
|
|
2015
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net revenues
|
|
$
|
458.7
|
|
|
$
|
519.5
|
|
|
$
|
544.5
|
|
|
$
|
545.4
|
|
Cost of goods sold
|
|
271.6
|
|
|
297.7
|
|
|
304.5
|
|
|
325.2
|
|
||||
Operating income
|
|
71.0
|
|
|
95.7
|
|
|
110.4
|
|
|
81.5
|
|
||||
Net earnings (loss)
|
|
43.7
|
|
|
65.0
|
|
|
(26.4
|
)
|
|
72.0
|
|
||||
Net earnings (loss) attributable to Allegion plc
|
|
45.4
|
|
|
63.9
|
|
|
(27.3
|
)
|
|
71.9
|
|
||||
Earnings (loss) per share attributable to Allegion plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.47
|
|
|
$
|
0.67
|
|
|
$
|
(0.28
|
)
|
|
$
|
0.75
|
|
Diluted
|
|
$
|
0.47
|
|
|
$
|
0.66
|
|
|
$
|
(0.28
|
)
|
|
$
|
0.74
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
In millions, except per share amounts
|
|
2014
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net revenues
|
|
$
|
466.6
|
|
|
$
|
531.5
|
|
|
$
|
546.7
|
|
|
$
|
573.5
|
|
Cost of goods sold
|
|
274.4
|
|
|
305.5
|
|
|
310.1
|
|
|
374.6
|
|
||||
Operating income
|
|
67.8
|
|
|
89.4
|
|
|
106.1
|
|
|
63.0
|
|
||||
Net earnings
|
|
37.7
|
|
|
46.7
|
|
|
66.0
|
|
|
22.2
|
|
||||
Net earnings attributable to Allegion plc
|
|
35.9
|
|
|
43.2
|
|
|
60.7
|
|
|
35.4
|
|
||||
Earnings per share attributable to Allegion plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.37
|
|
|
$
|
0.45
|
|
|
$
|
0.63
|
|
|
$
|
0.37
|
|
Diluted
|
|
$
|
0.37
|
|
|
$
|
0.44
|
|
|
$
|
0.63
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Management's Report on Internal Control Over Financial Reporting
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
|
(c)
|
Changes in Internal Control Over Financial Reporting
|
(a) 1. and 2.
|
Financial statements and financial statement schedule
See Item 8.
|
|
|
3.
|
Exhibits
|
|
The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K.
|
Exhibit
Number
|
|
Exhibit Description
|
|
Method of Filing
|
|
|
|
|
|
||
1.1
|
|
|
Underwriting Agreement, dated as of September 11, 2015, among Allegion plc, the guarantors party thereto and J.P. Morgan Securities LLC.
|
|
Incorporated by reference to Exhibit 1.1 to the Company's Form 8-K filed with the SEC on September 16, 2015 (File No. 001-35971).
|
2.1
|
|
|
Separation and Distribution Agreement between Ingersoll-Rand plc and Allegion plc, dated November 29, 2013.
|
|
Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on December 2, 2013 (File No. 001-35971).
|
|
|
|
|
||
4.1
|
|
|
Amended and Restated Memorandum and Articles of Association of Allegion plc
|
|
Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
||
4.2
|
|
|
Certificate of Incorporation of Allegion plc
|
|
Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
4.1
|
|
|
Indenture, dated as of October 4, 2013, among Allegion plc, Allegion US Holding Company Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association
|
|
Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
4.2
|
|
|
Exchange and Registration Rights Agreement, dated as of October 4, 2013, among Allegion plc, Allegion US Holding Company Inc., the subsidiary guarantors party thereto and the Representatives of the Initial Purchasers named therein
|
|
Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
4.3
|
|
|
Indenture, dated as of September 16, 2015, among Allegion plc, the guarantors party thereto and Wells Fargo Bank, National Association.
|
|
Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed with the SEC on September 16, 2015 (File No. 001-35971).
|
4.4
|
|
|
Form of Global Note representing the Notes (included in Exhibit 4.1).
|
|
Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed with the SEC on September 16, 2015 (File No. 001-35971).
|
10.1
|
|
|
Tax Matters Agreement between Ingersoll-Rand plc and Allegion plc
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 2, 2013 (File No. 001-35971).
|
|
|
|
|
||
10.2
|
|
|
Employee Matters Agreement between Ingersoll-Rand plc and Allegion plc
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 2, 2013 (File No. 001-35971).
|
|
|
|
|
||
10.3
|
|
|
Guarantee and Collateral Agreement, among Allegion plc, Allegion US Holding Company Inc., the restricted subsidiaries from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent
|
|
Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K/A filed with the SEC on December 3, 2013 (File No. 001-35971).
|
|
|
|
|
|
10.4
|
|
|
2013 Incentive Stock Plan
|
|
Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
||
10.5
|
|
|
Executive Deferred Compensation Plan
|
|
Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
10.6
|
|
|
Supplemental Employee Savings Plan
|
|
Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
10.7
|
|
|
Elected Officer Supplemental Program
|
|
Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
10.8
|
|
|
Key Management Supplemental Program
|
|
Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
10.9
|
|
|
Supplemental Pension Plan
|
|
Incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
10.10
|
|
|
Senior Executive Performance Plan
|
|
Incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
10.11
|
|
|
David D. Petratis Offer Letter, dated June 19, 2013
|
|
Incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
10.12
|
|
|
Patrick S. Shannon Offer Letter, dated April 9, 2013
|
|
Incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
10.13
|
|
|
Timothy P. Eckersley Offer Letter, dated October 3, 2013
|
|
Incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
10.14
|
|
|
Lucia V. Moretti, Offer Letter, dated February 19, 2014
|
|
Filed herewith
|
|
|
|
|
|
|
10.15
|
|
|
Chris Muhlenkamp Offer Letter, dated October 4, 2013
|
|
Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed with the SEC on April 30, 2015 (File No. 001-35971).
|
|
|
|
|
|
|
10.16
|
|
|
Form of Allegion plc Deed Poll Indemnity
|
|
Incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
10.17
|
|
|
Form of Allegion US Holding Company, Inc. Deed Poll Indemnity
|
|
Incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
10.18
|
|
|
Form of Allegion Irish Holding Company Limited Deed Poll Indemnity
|
|
Incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971).
|
|
|
|
|
|
|
10.19
|
|
|
Annual Incentive Plan
|
|
Incorporated by reference to Exhibit 10.33 to the Company's Form 10-K filed with the SEC on March 10, 2014 (File No. 001-35971).
|
|
|
|
|
|
|
10.20
|
|
|
Change in Control Severance Plan
|
|
Incorporated by reference to Exhibit 10.34 to the Company's Form 10-K filed with the SEC on March 10, 2014 (File No. 001-35971).
|
|
|
|
|
|
|
10.21
|
|
|
Second Amendment and Restated Agreement by and among Allegion plc, as the Borrower, Allegion US Holding Company, Inc., as the Co-Borrower, the Lenders and Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, dated September 30, 2015
|
|
Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on September 30, 2015 (File No. 001-35971).
|
|
|
|
|
|
|
10.22
|
|
|
Form of Restricted Stock Unit Award Agreement
|
|
Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on February 9, 2016 (File No. 001-35971).
|
|
|
|
|
|
|
10.23
|
|
|
Form of Stock Option Award Agreement
|
|
Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed with the SEC on February 9, 2016 (File No. 001-35971).
|
|
|
|
|
|
|
10.24
|
|
|
Form of Performance Share Unit Award Agreement
|
|
Incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed with the SEC on February 9, 2016 (File No. 001-35971).
|
|
|
|
|
|
|
10.25
|
|
|
Form of Special Restricted Stock Unit Award Agreement
|
|
Incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed with the SEC on February 9, 2016 (File No. 001-35971).
|
|
|
|
|
|
|
10.26
|
|
|
Form of Non-Employee Director Restricted Stock Unit Award Agreement
|
|
Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on February 9, 2016 (File No. 001-35971).
|
10.27
|
|
|
Share Purchase Agreement dated June 26, 2015 between SimonsVoss Luxco S.à r.l., SimonsVoss Co-Invest GmbH & Co. KG, Mr Frank Rövekamp and Allegion Luxembourg Holding & Financing S.à r.l.
|
|
Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the SEC on July 30, 2015 (File No. 001-35971).
|
|
|
|
|
|
|
12.1
|
|
|
Ratio of Earnings to Fixed Charges
|
|
Filed herewith
|
21.1
|
|
|
List of subsidiaries of Allegion plc
|
|
Filed herewith.
|
|
|
|
|
|
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed herewith.
|
|
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith.
|
|
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed herewith.
|
|
|
|
|
|
|
32.1
|
|
|
Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Furnished herewith.
|
101
|
|
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statement of Cash Flows, (iv) the Consolidated Statements of Equity and (v) Notes to Consolidated Financial Statements.
|
|
Filed herewith.
|
By:
|
|
/s/ David D. Petratis
|
|
|
David D. Petratis
|
|
|
Chief Executive Officer
|
Date:
|
|
February 26, 2016
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ David D. Petratis
|
|
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 26, 2016
|
(David D. Petratis)
|
|
|
|
|
|
|
|
|
|
/s/ Patrick S. Shannon
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 26, 2016
|
(Patrick S. Shannon)
|
|
|
|
|
|
|
|
|
|
/s/ Douglas P. Ranck
|
|
Vice President and Controller (Principal Accounting Officer)
|
|
February 26, 2016
|
(Douglas P. Ranck)
|
|
|
|
|
|
|
|
|
|
/s/ Michael J. Chesser
|
|
Director
|
|
February 26, 2016
|
(Michael J. Chesser)
|
|
|
|
|
|
|
|
|
|
/s/ Carla Cico
|
|
Director
|
|
February 26, 2016
|
(Carla Cico)
|
|
|
|
|
|
|
|
|
|
/s/ Kirk S. Hachigian
|
|
Director
|
|
February 26, 2016
|
(Kirk S. Hachigian)
|
|
|
|
|
|
|
|
|
|
/s/ Dean Schaffer
|
|
Director
|
|
February 26, 2016
|
(Dean Schaffer)
|
|
|
|
|
|
|
|
|
|
/s/ Martin E. Welch III
|
|
Director
|
|
February 26, 2016
|
(Martin E. Welch III)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allegion plc
Consolidated Statements of Comprehensive Income
In millions, except share amounts
|
||||||||||||
For the years ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenues
|
|
$
|
2,068.1
|
|
|
$
|
2,118.3
|
|
|
$
|
2,069.6
|
|
Cost of goods sold
|
|
1,199.0
|
|
|
1,264.6
|
|
|
1,208.1
|
|
|||
Selling and administrative expenses
|
|
510.5
|
|
|
527.4
|
|
|
483.1
|
|
|||
Goodwill impairment charge
|
|
—
|
|
|
—
|
|
|
137.6
|
|
|||
Operating income
|
|
358.6
|
|
|
326.3
|
|
|
240.8
|
|
|||
Interest expense
|
|
52.9
|
|
|
53.8
|
|
|
10.2
|
|
|||
Loss on divestitures
|
|
104.2
|
|
|
—
|
|
|
—
|
|
|||
Other (income) expense, net
|
|
(7.8
|
)
|
|
4.6
|
|
|
7.2
|
|
|||
Earnings before income taxes
|
|
209.3
|
|
|
267.9
|
|
|
223.4
|
|
|||
Provision for income taxes
|
|
54.6
|
|
|
84.2
|
|
|
175.0
|
|
|||
Earnings from continuing operations
|
|
154.7
|
|
|
183.7
|
|
|
48.4
|
|
|||
Discontinued operations, net of tax
|
|
(0.4
|
)
|
|
(11.1
|
)
|
|
(3.6
|
)
|
|||
Net earnings
|
|
154.3
|
|
|
172.6
|
|
|
44.8
|
|
|||
Less: Net earnings (loss) attributable to noncontrolling interests
|
|
0.4
|
|
|
(2.6
|
)
|
|
12.5
|
|
|||
Net earnings attributable to Allegion plc
|
|
$
|
153.9
|
|
|
$
|
175.2
|
|
|
$
|
32.3
|
|
Amounts attributable to Allegion plc ordinary shareholders:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
154.3
|
|
|
$
|
186.3
|
|
|
$
|
35.9
|
|
Discontinued operations
|
|
(0.4
|
)
|
|
(11.1
|
)
|
|
(3.6
|
)
|
|||
Net earnings
|
|
$
|
153.9
|
|
|
$
|
175.2
|
|
|
$
|
32.3
|
|
Earnings (loss) per share attributable to Allegion plc ordinary shareholders:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.61
|
|
|
$
|
1.94
|
|
|
$
|
0.37
|
|
Discontinued operations
|
|
(0.01
|
)
|
|
(0.12
|
)
|
|
(0.03
|
)
|
|||
Net earnings
|
|
$
|
1.60
|
|
|
$
|
1.82
|
|
|
$
|
0.34
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
1.59
|
|
|
$
|
1.92
|
|
|
$
|
0.37
|
|
Discontinued operations
|
|
—
|
|
|
(0.12
|
)
|
|
(0.03
|
)
|
|||
Net earnings
|
|
$
|
1.59
|
|
|
$
|
1.80
|
|
|
$
|
0.34
|
|
Allegion plc
Consolidated Statements of Comprehensive Income (continued)
In millions, except share amounts
|
||||||||||||
For the years ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net earnings
|
|
$
|
154.3
|
|
|
$
|
172.6
|
|
|
$
|
44.8
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Currency translation
|
|
(60.5
|
)
|
|
(66.4
|
)
|
|
(58.4
|
)
|
|||
Cash flow hedges and marketable securities
|
|
|
|
|
|
|
||||||
Unrealized net gains arising during period
|
|
15.8
|
|
|
2.0
|
|
|
7.0
|
|
|||
Net gains reclassified into earnings
|
|
(17.5
|
)
|
|
(2.5
|
)
|
|
(0.9
|
)
|
|||
Tax expense
|
|
—
|
|
|
(0.5
|
)
|
|
(0.3
|
)
|
|||
Total cash flow hedges and marketable securities, net of tax
|
|
(1.7
|
)
|
|
(1.0
|
)
|
|
5.8
|
|
|||
Pension and OPEB adjustments:
|
|
|
|
|
|
|
||||||
Prior service gains (costs) for the period
|
|
(0.1
|
)
|
|
0.3
|
|
|
(2.3
|
)
|
|||
Net actuarial gains (losses) for the period
|
|
(37.6
|
)
|
|
(9.9
|
)
|
|
34.1
|
|
|||
Amortization reclassified into earnings
|
|
5.4
|
|
|
4.3
|
|
|
4.2
|
|
|||
Settlements/curtailments reclassified to earnings
|
|
1.1
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Net loss resulting from Spin-off
|
|
—
|
|
|
—
|
|
|
(42.9
|
)
|
|||
Currency translation and other
|
|
5.0
|
|
|
4.8
|
|
|
(0.4
|
)
|
|||
Tax (expense) benefit
|
|
3.0
|
|
|
15.7
|
|
|
(28.2
|
)
|
|||
Total pension and OPEB adjustments, net of tax
|
|
(23.2
|
)
|
|
15.2
|
|
|
(35.6
|
)
|
|||
Other comprehensive loss, net of tax
|
|
(85.4
|
)
|
|
(52.2
|
)
|
|
(88.2
|
)
|
|||
Total comprehensive income (loss), net of tax
|
|
$
|
68.9
|
|
|
$
|
120.4
|
|
|
$
|
(43.4
|
)
|
Less: Total comprehensive income (loss) attributable to noncontrolling interests
|
|
(0.9
|
)
|
|
(3.3
|
)
|
|
13.3
|
|
|||
Total comprehensive income (loss) attributable to Allegion plc
|
|
$
|
69.8
|
|
|
$
|
123.7
|
|
|
$
|
(56.7
|
)
|
As of December 31,
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
199.7
|
|
|
$
|
290.5
|
|
Accounts and notes receivable, net
|
|
303.4
|
|
|
230.4
|
|
||
Inventories
|
|
204.1
|
|
|
169.3
|
|
||
Current tax receivable and deferred taxes
|
|
10.5
|
|
|
32.7
|
|
||
Other current assets
|
|
17.4
|
|
|
22.9
|
|
||
Assets held for sale
|
|
—
|
|
|
255.9
|
|
||
Total current assets
|
|
735.1
|
|
|
1,001.7
|
|
||
Property, plant and equipment, net
|
|
224.8
|
|
|
207.2
|
|
||
Goodwill
|
|
714.1
|
|
|
484.4
|
|
||
Intangible assets, net
|
|
372.4
|
|
|
125.4
|
|
||
Deferred taxes
|
|
91.9
|
|
|
72.2
|
|
||
Other noncurrent assets
|
|
147.0
|
|
|
125.0
|
|
||
Total assets
|
|
$
|
2,285.3
|
|
|
$
|
2,015.9
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
175.1
|
|
|
$
|
175.6
|
|
Accrued compensation and benefits
|
|
72.4
|
|
|
71.5
|
|
||
Accrued expenses and other current liabilities
|
|
124.9
|
|
|
98.8
|
|
||
Current tax payable and deferred taxes
|
|
9.1
|
|
|
33.5
|
|
||
Short-term borrowings and current maturities of long-term debt
|
|
65.6
|
|
|
49.6
|
|
||
Liabilities held for sale
|
|
—
|
|
|
103.5
|
|
||
Total current liabilities
|
|
447.1
|
|
|
532.5
|
|
||
Long-term debt
|
|
1,479.8
|
|
|
1,215.0
|
|
||
Postemployment and other benefit liabilities
|
|
145.4
|
|
|
122.0
|
|
||
Deferred and noncurrent income taxes
|
|
120.0
|
|
|
57.0
|
|
||
Other noncurrent liabilities
|
|
63.3
|
|
|
70.9
|
|
||
Total liabilities
|
|
2,255.6
|
|
|
1,997.4
|
|
||
Equity:
|
|
|
|
|
||||
Allegion plc shareholders’ equity (deficit)
|
|
|
|
|
||||
Ordinary shares, $0.01 par value (95,991,259 shares issued at December 31, 2015)
|
|
1.0
|
|
|
1.0
|
|
||
Capital in excess of par value
|
|
24.4
|
|
|
—
|
|
||
Retained earnings
|
|
232.4
|
|
|
142.4
|
|
||
Accumulated other comprehensive loss
|
|
(232.2
|
)
|
|
(148.2
|
)
|
||
Total Allegion plc shareholders’ equity (deficit)
|
|
25.6
|
|
|
(4.8
|
)
|
||
Noncontrolling interest
|
|
4.1
|
|
|
23.3
|
|
||
Total equity
|
|
29.7
|
|
|
18.5
|
|
||
Total liabilities and equity
|
|
$
|
2,285.3
|
|
|
$
|
2,015.9
|
|
Allegion plc
Consolidated Statements of Equity
|
|||||||||||||||||||||||||||||||
|
|
|
|
Allegion plc Shareholders' equity
|
|
|
|||||||||||||||||||||||||
In millions
|
|
Total
equity (deficit)
|
|
Ordinary Shares
|
|
Capital in excess of par value
|
|
Retained earnings
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Parent company's net investment
|
|
Non-controlling Interest
|
|||||||||||||||||
|
|
Amount
|
|
Shares
|
|
|
|
|
|||||||||||||||||||||||
Balance at December 31, 2012
|
|
$
|
1,385.7
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7.7
|
)
|
|
$
|
1,370.4
|
|
|
$
|
23.0
|
|
Net earnings
|
|
44.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
26.9
|
|
|
12.5
|
|
|||||||
Other comprehensive income
|
|
(88.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89.0
|
)
|
|
—
|
|
|
0.8
|
|
|||||||
Shares issued under incentive stock plans
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|||||||
Dividends declared to noncontrolling interest
|
|
(5.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|||||||
Distribution/contribution to/from Parent Company
|
|
(1,378.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,378.9
|
)
|
|
—
|
|
|||||||
Conversion of Parent Company investment
|
|
—
|
|
|
1.0
|
|
|
96.0
|
|
|
26.4
|
|
|
(4.3
|
)
|
|
—
|
|
|
(23.1
|
)
|
|
—
|
|
|||||||
Balance at December 31, 2013
|
|
(35.0
|
)
|
|
1.0
|
|
|
96.0
|
|
|
28.5
|
|
|
1.1
|
|
|
(96.7
|
)
|
|
—
|
|
|
31.1
|
|
|||||||
Net earnings
|
|
172.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175.2
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|||||||
Other comprehensive income (loss)
|
|
(52.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51.5
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||||||
Shares issued under incentive stock plans
|
|
18.5
|
|
|
—
|
|
|
—
|
|
|
18.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of ordinary shares
|
|
(50.3
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
(48.8
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
13.1
|
|
|
—
|
|
|
0.8
|
|
|
13.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends declared to noncontrolling interest
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|||||||
Cash dividends declared ($0.32 per share)
|
|
(30.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other
|
|
(13.0
|
)
|
|
—
|
|
|
—
|
|
|
(11.3
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2014
|
|
18.5
|
|
|
1.0
|
|
|
95.8
|
|
|
—
|
|
|
142.4
|
|
|
(148.2
|
)
|
|
—
|
|
|
23.3
|
|
|||||||
Net earnings
|
|
154.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
153.9
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||||||
Other comprehensive loss
|
|
(85.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84.0
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||||||
Shares issued under incentive stock plans
|
|
14.3
|
|
|
—
|
|
|
—
|
|
|
14.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of ordinary shares
|
|
(30.0
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(4.5
|
)
|
|
(25.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
|
14.6
|
|
|
—
|
|
|
0.7
|
|
|
14.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Acquisition/divestiture of noncontrolling interest
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|||||||
Dividends declared to noncontrolling interest
|
|
(19.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.9
|
)
|
|||||||
Cash dividends declared ($0.40 per share)
|
|
(38.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at December 31, 2015
|
|
$
|
29.7
|
|
|
$
|
1.0
|
|
|
96.0
|
|
|
$
|
24.4
|
|
|
$
|
232.4
|
|
|
$
|
(232.2
|
)
|
|
$
|
—
|
|
|
$
|
4.1
|
|
Allegion plc
Consolidated Statements of Cash Flows
In millions
|
||||||||||||
For the years ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
154.3
|
|
|
$
|
172.6
|
|
|
$
|
44.8
|
|
Loss from discontinued operations, net of tax
|
|
0.4
|
|
|
11.1
|
|
|
3.6
|
|
|||
Adjustments to arrive at net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Goodwill impairment charge
|
|
—
|
|
|
—
|
|
|
137.6
|
|
|||
Write-off of debt issuance costs
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
53.2
|
|
|
48.8
|
|
|
46.1
|
|
|||
Share based compensation
|
|
14.6
|
|
|
13.1
|
|
|
0.8
|
|
|||
Excess tax benefit from share based awards
|
|
(3.3
|
)
|
|
(4.5
|
)
|
|
—
|
|
|||
Loss on sale of business
|
|
102.8
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of marketable securities
|
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|||
(Gain) loss on sale of property, plant and equipment
|
|
0.9
|
|
|
0.1
|
|
|
(21.8
|
)
|
|||
Equity earnings, net of dividends
|
|
0.3
|
|
|
(0.5
|
)
|
|
—
|
|
|||
Deferred income taxes
|
|
(2.0
|
)
|
|
17.2
|
|
|
17.7
|
|
|||
Other items
|
|
(11.3
|
)
|
|
10.9
|
|
|
(30.1
|
)
|
|||
Changes in other assets and liabilities
|
|
|
|
|
|
|
||||||
(Increase) decrease in:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
(13.5
|
)
|
|
(8.0
|
)
|
|
27.9
|
|
|||
Inventories
|
|
(5.8
|
)
|
|
3.4
|
|
|
3.9
|
|
|||
Other current and noncurrent assets
|
|
(5.0
|
)
|
|
(24.2
|
)
|
|
80.3
|
|
|||
Increase (decrease) in:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
(14.7
|
)
|
|
43.4
|
|
|
(16.7
|
)
|
|||
Other current and noncurrent liabilities
|
|
(2.5
|
)
|
|
(28.9
|
)
|
|
(64.8
|
)
|
|||
Net cash provided by continuing operating activities
|
|
257.4
|
|
|
259.0
|
|
|
229.3
|
|
|||
Net cash used in discontinued operating activities
|
|
(0.4
|
)
|
|
(3.1
|
)
|
|
(5.4
|
)
|
|||
Net cash provided by operating activities
|
|
257.0
|
|
|
255.9
|
|
|
223.9
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(35.2
|
)
|
|
(51.5
|
)
|
|
(20.2
|
)
|
|||
Restricted cash
|
|
—
|
|
|
40.2
|
|
|
(40.2
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(511.3
|
)
|
|
(25.2
|
)
|
|
—
|
|
|||
Proceeds from sale of property, plant and equipment
|
|
0.3
|
|
|
0.5
|
|
|
41.7
|
|
|||
Proceeds from business dispositions, net of cash sold
|
|
0.1
|
|
|
1.2
|
|
|
—
|
|
|||
Proceeds from sale of marketable securities
|
|
12.3
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
$
|
(533.8
|
)
|
|
$
|
(34.8
|
)
|
|
$
|
(18.7
|
)
|
Allegion plc
Consolidated Statements of Cash Flows - (Continued)
In millions
|
||||||||||||
For the years ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Short-term borrowings, net
|
|
18.8
|
|
|
(22.0
|
)
|
|
38.9
|
|
|||
Proceeds from revolving credit facility
|
|
400.0
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
|
300.0
|
|
|
956.3
|
|
|
1,300.0
|
|
|||
Payments of long-term debt
|
|
(440.5
|
)
|
|
(1,012.3
|
)
|
|
—
|
|
|||
Net proceeds (repayments) of debt
|
|
278.3
|
|
|
(78.0
|
)
|
|
1,338.9
|
|
|||
Debt issuance costs
|
|
(9.0
|
)
|
|
(5.8
|
)
|
|
(29.1
|
)
|
|||
Excess tax benefit from share-based compensation
|
|
3.3
|
|
|
4.5
|
|
|
—
|
|
|||
Dividends paid to ordinary shareholders
|
|
(38.3
|
)
|
|
(30.0
|
)
|
|
—
|
|
|||
Dividends paid to noncontrolling interests
|
|
(20.0
|
)
|
|
(4.5
|
)
|
|
(5.2
|
)
|
|||
Repurchase of ordinary shares
|
|
(30.0
|
)
|
|
(50.3
|
)
|
|
—
|
|
|||
Net transfers to Parent and affiliates
|
|
—
|
|
|
—
|
|
|
(1,598.3
|
)
|
|||
Proceeds from shares issued under incentive plans
|
|
11.0
|
|
|
14.1
|
|
|
1.3
|
|
|||
Other, net
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
195.0
|
|
|
(150.0
|
)
|
|
(292.4
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(9.0
|
)
|
|
(8.0
|
)
|
|
(2.9
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(90.8
|
)
|
|
63.1
|
|
|
(90.1
|
)
|
|||
Cash and cash equivalents – beginning of period
|
|
290.5
|
|
|
227.4
|
|
|
317.5
|
|
|||
Cash and cash equivalents – end of period
|
|
$
|
199.7
|
|
|
$
|
290.5
|
|
|
$
|
227.4
|
|
Buildings
|
10
|
to
|
50
|
years
|
Machinery and equipment
|
2
|
to
|
12
|
years
|
Software
|
2
|
to
|
7
|
years
|
Customer relationships
|
25
|
years
|
Trademarks
|
25
|
years
|
Completed technology/patents
|
10
|
years
|
Other
|
25
|
years
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
In millions
|
|
Amortized cost or cost
|
|
Unrealized
gains
|
|
Fair
value
|
|
Amortized cost or cost
|
|
Unrealized
gains
|
|
Fair
value
|
||||||||||||
Equity securities
|
|
$
|
1.2
|
|
|
$
|
13.0
|
|
|
$
|
14.2
|
|
|
$
|
5.2
|
|
|
$
|
12.7
|
|
|
$
|
17.9
|
|
In millions
|
|
2015
|
|
2014
|
||||
Raw materials
|
|
$
|
58.9
|
|
|
$
|
52.7
|
|
Work-in-process
|
|
30.0
|
|
|
26.0
|
|
||
Finished goods
|
|
115.2
|
|
|
90.6
|
|
||
Total
|
|
$
|
204.1
|
|
|
$
|
169.3
|
|
In millions
|
|
2015
|
2014
|
||||
Land
|
|
$
|
14.5
|
|
$
|
13.7
|
|
Buildings
|
|
125.9
|
|
117.4
|
|
||
Machinery and equipment
|
|
340.1
|
|
330.9
|
|
||
Software
|
|
101.9
|
|
96.8
|
|
||
Construction in progress
|
|
34.1
|
|
21.0
|
|
||
|
|
616.5
|
|
579.8
|
|
||
Accumulated depreciation
|
|
(391.7
|
)
|
(372.6
|
)
|
||
Total
|
|
$
|
224.8
|
|
$
|
207.2
|
|
In millions
|
|
Americas
|
|
EMEIA
|
|
Asia Pacific
|
|
Total
|
||||||||
December 31, 2013 (gross)
|
|
$
|
362.8
|
|
|
$
|
540.0
|
|
|
$
|
65.6
|
|
|
$
|
968.4
|
|
Accumulated impairment *
|
|
—
|
|
|
(478.6
|
)
|
|
(6.9
|
)
|
|
(485.5
|
)
|
||||
December 31, 2013 (net)
|
|
362.8
|
|
|
61.4
|
|
|
58.7
|
|
|
482.9
|
|
||||
Acquisitions
|
|
2.3
|
|
|
—
|
|
|
10.3
|
|
|
12.6
|
|
||||
Currency translation
|
|
(0.3
|
)
|
|
(7.0
|
)
|
|
(3.8
|
)
|
|
(11.1
|
)
|
||||
December 31, 2014 (net)
|
|
364.8
|
|
|
54.4
|
|
|
65.2
|
|
|
484.4
|
|
||||
Acquisitions
|
|
9.2
|
|
|
219.3
|
|
|
27.9
|
|
|
256.4
|
|
||||
Write-off
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||
Currency translation
|
|
(0.4
|
)
|
|
(18.9
|
)
|
|
(6.6
|
)
|
|
(25.9
|
)
|
||||
December 31, 2015 (net)
|
|
$
|
372.8
|
|
|
$
|
254.8
|
|
|
$
|
86.5
|
|
|
$
|
714.1
|
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
In millions
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||||||||
Completed technologies/patents
|
|
$
|
49.0
|
|
|
$
|
(23.1
|
)
|
|
$
|
25.9
|
|
|
$
|
27.1
|
|
|
$
|
(22.8
|
)
|
|
$
|
4.3
|
|
Customer relationships
|
|
278.7
|
|
|
(40.2
|
)
|
|
238.5
|
|
|
94.7
|
|
|
(37.0
|
)
|
|
57.7
|
|
||||||
Trademarks (finite-lived)
|
|
81.2
|
|
|
(35.3
|
)
|
|
45.9
|
|
|
89.3
|
|
|
(36.0
|
)
|
|
53.3
|
|
||||||
Other
|
|
9.0
|
|
|
(9.0
|
)
|
|
—
|
|
|
10.2
|
|
|
(10.2
|
)
|
|
—
|
|
||||||
Total finite-lived intangible assets
|
|
417.9
|
|
|
$
|
(107.6
|
)
|
|
310.3
|
|
|
221.3
|
|
|
$
|
(106.0
|
)
|
|
115.3
|
|
||||
Trademarks (indefinite-lived)
|
|
62.1
|
|
|
|
|
62.1
|
|
|
10.1
|
|
|
|
|
10.1
|
|
||||||||
Total
|
|
$
|
480.0
|
|
|
|
|
$
|
372.4
|
|
|
$
|
231.4
|
|
|
|
|
$
|
125.4
|
|
In millions
|
|
||
Accounts and notes receivable, net
|
$
|
23.3
|
|
Inventories
|
34.8
|
|
|
Other current assets
|
2.0
|
|
|
Property, plant and equipment, net
|
27.2
|
|
|
Goodwill
|
256.4
|
|
|
Intangible assets, net
|
273.8
|
|
|
Other noncurrent assets
|
12.5
|
|
|
Accounts payable
|
(12.2
|
)
|
|
Accrued expenses and other current liabilities
|
(30.1
|
)
|
|
Deferred tax liabilities and other noncurrent liabilities
|
(76.4
|
)
|
|
|
$
|
511.3
|
|
|
December 31,
|
||||||
In millions, except per share amounts
|
2015
|
|
2014
|
||||
Net revenues
|
$
|
2,170.2
|
|
|
$
|
2,305.2
|
|
Net earnings (loss) attributable to Allegion plc
|
$
|
167.0
|
|
|
$
|
155.6
|
|
Basic income (loss) per share
|
$
|
1.74
|
|
|
$
|
1.62
|
|
Diluted income (loss) per share
|
$
|
1.72
|
|
|
$
|
1.60
|
|
In millions
|
2015
|
||
Net revenues
|
$
|
74.5
|
|
|
|
||
Earnings before income tax
|
$
|
2.2
|
|
in millions
|
December 31, 2014
|
||
Accounts receivable, net
|
$
|
26.8
|
|
Costs in excess of billings on uncompleted contracts
|
181.1
|
|
|
Inventory
|
1.3
|
|
|
Other current assets
|
4.0
|
|
|
Other noncurrent assets
|
24.2
|
|
|
Total assets held for sale
|
$
|
237.4
|
|
|
|
||
Accounts payable
|
$
|
72.9
|
|
Accrued expenses & other current liabilities
|
24.8
|
|
|
Other noncurrent liabilities
|
0.8
|
|
|
Total liabilities held for sale
|
$
|
98.5
|
|
|
|
Twelve months ended
|
||||||
In millions
|
|
2015
|
|
2014
|
||||
Net Revenues
|
|
$
|
38.5
|
|
|
$
|
97.3
|
|
|
|
|
|
|
||||
Earnings (loss) before income taxes
|
|
$
|
(63.4
|
)
|
|
$
|
3.6
|
|
In millions
|
2015
|
|
2014
|
||||
Term Loan A Facility
|
$
|
926.7
|
|
|
$
|
962.8
|
|
5.75% Senior Notes due 2021
|
300.0
|
|
|
300.0
|
|
||
5.875% Senior Notes due 2023
|
300.0
|
|
|
—
|
|
||
Other debt, including capital leases, maturing in various amounts through 2016
|
18.7
|
|
|
1.8
|
|
||
Total debt
|
$
|
1,545.4
|
|
|
$
|
1,264.6
|
|
Less current portion of long term debt
|
65.6
|
|
|
49.6
|
|
||
Total long-term debt
|
$
|
1,479.8
|
|
|
$
|
1,215.0
|
|
In millions
|
|
||
2016
|
$
|
46.9
|
|
2017
|
46.9
|
|
|
2018
|
46.9
|
|
|
2019
|
93.9
|
|
|
2020
|
692.1
|
|
|
Thereafter
|
600.0
|
|
|
Total
|
$
|
1,526.7
|
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||
In millions
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
$
|
1.8
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
0.9
|
|
||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
1.0
|
|
|
2.2
|
|
|
4.5
|
|
|
13.9
|
|
||||
Total derivatives
|
|
$
|
2.8
|
|
|
$
|
4.3
|
|
|
$
|
5.7
|
|
|
$
|
14.8
|
|
|
|
Amount of gain (loss)
recognized in AOCI
|
|
Location of gain (loss) reclassified from AOCI and recognized into Net earnings
|
|
Amount of gain (loss) reclassified from AOCI and recognized into Net earnings
|
||||||||||||||||||||
In millions
|
|
2015
|
|
2014
|
|
2013
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||
Currency derivatives
|
|
$
|
6.6
|
|
|
$
|
1.6
|
|
|
$
|
1.1
|
|
|
Cost of goods sold
|
|
$
|
6.5
|
|
|
$
|
2.5
|
|
|
$
|
0.9
|
|
Interest rate swaps
|
|
(0.3
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
6.3
|
|
|
$
|
0.7
|
|
|
$
|
1.1
|
|
|
|
|
$
|
6.5
|
|
|
$
|
2.5
|
|
|
$
|
0.9
|
|
|
|
U.S.
|
|
NON-U.S.
|
|
||||||||||||
In millions
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
282.9
|
|
|
$
|
231.3
|
|
|
$
|
388.4
|
|
|
$
|
397.9
|
|
|
Service cost
|
|
9.5
|
|
|
7.3
|
|
|
3.3
|
|
|
4.6
|
|
|
||||
Interest cost
|
|
11.0
|
|
|
11.5
|
|
|
13.7
|
|
|
17.3
|
|
|
||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.4
|
|
|
||||
Amendments
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
||||
Actuarial (gains) losses
|
|
(6.1
|
)
|
|
60.1
|
|
(a)
|
6.6
|
|
|
12.3
|
|
|
||||
Benefits paid
|
|
(14.3
|
)
|
|
(25.2
|
)
|
|
(15.0
|
)
|
|
(14.6
|
)
|
|
||||
Currency translation
|
|
—
|
|
|
—
|
|
|
(22.2
|
)
|
|
(26.0
|
)
|
|
||||
Curtailments and settlements
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.7
|
)
|
|
||||
Other, including expenses paid
|
|
(2.3
|
)
|
|
(2.1
|
)
|
|
(2.3
|
)
|
|
(1.5
|
)
|
|
||||
Benefit obligation at end of year
|
|
$
|
280.7
|
|
|
$
|
282.9
|
|
|
$
|
371.7
|
|
|
$
|
388.4
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Fair value at beginning of year
|
|
$
|
213.2
|
|
|
$
|
208.5
|
|
|
$
|
372.0
|
|
|
$
|
337.6
|
|
|
Actual return on assets
|
|
(6.3
|
)
|
|
31.9
|
|
|
(0.9
|
)
|
|
56.4
|
|
|
||||
Company contributions
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
17.5
|
|
|
||||
Employee contributions
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.4
|
|
|
||||
Benefits paid
|
|
(11.9
|
)
|
|
(25.1
|
)
|
|
(15.0
|
)
|
|
(14.6
|
)
|
|
||||
Currency translation
|
|
—
|
|
|
—
|
|
|
(19.0
|
)
|
|
(23.3
|
)
|
|
||||
Settlements
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(0.5
|
)
|
|
||||
Other, including expenses paid
|
|
(2.3
|
)
|
|
(2.1
|
)
|
|
(2.3
|
)
|
|
(1.5
|
)
|
|
||||
Fair value of assets end of year
|
|
$
|
192.7
|
|
|
$
|
213.2
|
|
|
$
|
340.4
|
|
|
$
|
372.0
|
|
|
Funded status:
|
|
|
|
|
|
|
|
|
|
||||||||
Plan assets less than the benefit obligations
|
|
$
|
(88.0
|
)
|
|
$
|
(69.7
|
)
|
|
$
|
(31.3
|
)
|
|
$
|
(16.4
|
)
|
|
Amounts included in the balance sheet:
|
|
|
|
|
|
|
|
|
|
||||||||
Other noncurrent assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.4
|
|
|
Accrued compensation and benefits
|
|
—
|
|
|
(2.3
|
)
|
|
(1.0
|
)
|
|
(1.2
|
)
|
|
||||
Postemployment and other benefit liabilities
|
|
(88.0
|
)
|
|
(67.4
|
)
|
|
(30.3
|
)
|
|
(26.6
|
)
|
|
||||
Net amount recognized
|
|
$
|
(88.0
|
)
|
|
$
|
(69.7
|
)
|
|
$
|
(31.3
|
)
|
|
$
|
(16.4
|
)
|
|
(a)
|
During 2014, the Society of Actuaries released a new mortality table, referred to as RP-2014, which is believed to better reflect mortality improvements. The Company used the RP-2014 mortality table to measure its U.S. pension obligation as of December 31, 2014. The impact of the new mortality tables as well as the decline in discount rates from December 31, 2013 to December 31, 2014 is included in actuarial losses.
|
In millions
|
U.S.
|
|
NON-U.S.
|
||||
2016
|
$
|
13.6
|
|
|
$
|
14.9
|
|
2017
|
14.6
|
|
|
15.2
|
|
||
2018
|
15.5
|
|
|
15.7
|
|
||
2019
|
15.6
|
|
|
16.5
|
|
||
2020
|
21.3
|
|
|
17.3
|
|
||
2021 - 2025
|
104.5
|
|
|
94.2
|
|
|
|
NON-U.S.
|
||||||||||
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
|
$
|
3.3
|
|
|
$
|
4.6
|
|
|
$
|
3.5
|
|
Interest cost
|
|
13.7
|
|
|
17.3
|
|
|
10.7
|
|
|||
Expected return on plan assets
|
|
(17.8
|
)
|
|
(17.3
|
)
|
|
(10.0
|
)
|
|||
Other adjustments
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|||
Net amortization of:
|
|
|
|
|
|
|
||||||
Prior service costs
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Plan net actuarial losses
|
|
1.4
|
|
|
2.8
|
|
|
1.8
|
|
|||
Net periodic pension benefit cost
|
|
0.6
|
|
|
7.5
|
|
|
8.2
|
|
|||
Net curtailment and settlement (gains) losses
|
|
0.2
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Net periodic pension benefit cost after net curtailment and settlement losses
|
|
$
|
0.8
|
|
|
$
|
7.5
|
|
|
$
|
8.0
|
|
|
|
Fair value measurements
|
|
Total
fair value
|
||||||||||||
In millions
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
Fixed income investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
—
|
|
|
49.2
|
|
|
—
|
|
|
49.2
|
|
||||
Corporate and non-U.S. bonds
(a)
|
|
—
|
|
|
82.6
|
|
|
—
|
|
|
82.6
|
|
||||
|
|
—
|
|
|
131.8
|
|
|
—
|
|
|
131.8
|
|
||||
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
134.5
|
|
|
$
|
—
|
|
|
$
|
134.5
|
|
Receivables and payables, net
|
|
|
|
|
|
|
|
1.7
|
|
|||||||
Assets valued using net asset value per share
|
|
|
|
|
|
|
|
56.5
|
|
|||||||
Net assets available for benefits
|
|
|
|
|
|
|
|
$
|
192.7
|
|
(a)
|
This includes state and municipal bonds.
|
|
|
Fair value measurements
|
|
Total
fair value
|
||||||||||||
In millions
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
Fixed income investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
—
|
|
|
69.7
|
|
|
—
|
|
|
69.7
|
|
||||
Corporate and non-U.S. bonds
(a)
|
|
—
|
|
|
85.6
|
|
|
—
|
|
|
85.6
|
|
||||
|
|
—
|
|
|
155.3
|
|
|
—
|
|
|
155.3
|
|
||||
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
158.4
|
|
|
$
|
—
|
|
|
$
|
158.4
|
|
Receivables and payables, net
|
|
|
|
|
|
|
|
1.9
|
|
|||||||
Assets valued using net asset value per share
|
|
|
|
|
|
|
|
52.9
|
|
|||||||
Net assets available for benefits
|
|
|
|
|
|
|
|
$
|
213.2
|
|
(a)
|
This includes state and municipal bonds.
|
•
|
Cash, cash equivalents and short term investments
–The investments are valued at the closing price or amount held on deposit by the custodian bank or at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer. As these investments are not traded on active markets, these investments are classified as Level 2.
|
•
|
U.S. government and agency obligations
–Quoted market prices are not available for these securities. Fair values are estimated using pricing models and/or quoted prices of securities with similar characteristics or discounted cash flows. Such securities are classified as Level 2.
|
•
|
Corporate and Non-US bonds
– Quoted market prices are not available for these securities. Fair values are estimated by using pricing models and/or quoted prices of securities with similar characteristics or discounted cash flows. Such securities are classified as Level 2.
|
|
|
Fair value measurements
|
|
Total
fair value
|
||||||||||||
In millions
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Cash and cash equivalents
|
|
$
|
20.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20.2
|
|
Equity mutual funds
|
|
—
|
|
|
121.6
|
|
|
—
|
|
|
121.6
|
|
||||
Corporate and non-U.S. bonds
|
|
—
|
|
|
130.7
|
|
|
—
|
|
|
130.7
|
|
||||
Real estate
(a)
|
|
—
|
|
|
12.3
|
|
|
0.8
|
|
|
13.1
|
|
||||
Other
(b)
|
|
—
|
|
|
52.9
|
|
|
1.9
|
|
|
54.8
|
|
||||
Total assets at fair value
|
|
$
|
20.2
|
|
|
$
|
317.5
|
|
|
$
|
2.7
|
|
|
$
|
340.4
|
|
(a)
|
Includes several private equity funds that invest in real estate. It includes both direct investment funds and funds-of-funds.
|
(b)
|
Primarily includes insurance contracts.
|
|
|
Fair value measurements
|
|
Total
fair value
|
||||||||||||
In millions
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||
Cash and cash equivalents
|
|
$
|
8.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.8
|
|
Equity mutual funds
|
|
—
|
|
|
118.0
|
|
|
—
|
|
|
118.0
|
|
||||
Corporate and non-U.S. bonds
|
|
—
|
|
|
164.3
|
|
|
—
|
|
|
164.3
|
|
||||
Real estate
(a)
|
|
—
|
|
|
11.8
|
|
|
0.8
|
|
|
12.6
|
|
||||
Other
(b)
|
|
—
|
|
|
65.8
|
|
|
2.5
|
|
|
68.3
|
|
||||
Total assets at fair value
|
|
$
|
8.8
|
|
|
$
|
359.9
|
|
|
$
|
3.3
|
|
|
$
|
372.0
|
|
(a)
|
Includes several private equity funds that invest in real estate. It includes both direct investment funds and funds-of-funds.
|
(b)
|
Primarily includes insurance contracts.
|
In millions
|
|
2015
|
|
2014
|
||||
Change in benefit obligations:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
13.6
|
|
|
$
|
14.2
|
|
Service cost
|
|
0.1
|
|
|
0.1
|
|
||
Interest cost
|
|
0.5
|
|
|
0.5
|
|
||
Actuarial gains
|
|
(0.3
|
)
|
|
(0.2
|
)
|
||
Benefits paid, net of Medicare Part D subsidy
|
|
(1.0
|
)
|
|
(1.0
|
)
|
||
Benefit obligations at end of year
|
|
$
|
12.9
|
|
|
$
|
13.6
|
|
Funded status:
|
|
|
|
|
||||
Plan assets less than benefit obligations
|
|
$
|
(12.9
|
)
|
|
$
|
(13.6
|
)
|
Amounts included in the balance sheet:
|
|
|
|
|
||||
Accrued compensation and benefits
|
|
$
|
(1.1
|
)
|
|
$
|
(1.0
|
)
|
Postemployment and other benefit liabilities
|
|
(11.8
|
)
|
|
(12.6
|
)
|
||
Total
|
|
$
|
(12.9
|
)
|
|
$
|
(13.6
|
)
|
In millions
|
|
Prior service gains
|
|
Net actuarial losses
|
|
Total
|
||||||
December 31, 2013
|
|
$
|
7.1
|
|
|
$
|
(1.7
|
)
|
|
$
|
5.4
|
|
Current year changes recorded to Accumulated other comprehensive loss
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|||
Amortization reclassified to earnings
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||
Balance at December 31, 2014
|
|
$
|
5.5
|
|
|
$
|
(0.7
|
)
|
|
$
|
4.8
|
|
Current year changes recorded to Accumulated other comprehensive loss
|
|
—
|
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|||
Amortization reclassified to earnings
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||
Balance at December 31, 2015
|
|
$
|
3.9
|
|
|
$
|
(1.2
|
)
|
|
$
|
2.7
|
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
Interest cost
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||
Net amortization of:
|
|
|
|
|
|
|
||||||
Prior service gains
|
|
(1.6
|
)
|
|
(1.6
|
)
|
|
(2.2
|
)
|
|||
Net actuarial losses
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Net periodic postretirement benefit cost (income)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.3
|
)
|
Assumptions:
|
|
2015
|
|
2014
|
|
2013
|
|||
Weighted-average discount rate assumption to determine:
|
|
|
|
|
|
|
|||
Benefit obligations at December 31
|
|
3.5
|
%
|
|
3.5
|
%
|
|
4.0
|
%
|
Net periodic benefit cost
|
|
3.5
|
%
|
|
4.0
|
%
|
|
3.3
|
%
|
Assumed health-care cost trend rates at December 31:
|
|
|
|
|
|
|
|||
Current year medical inflation (a)
|
|
—
|
%
|
|
7.3
|
%
|
|
7.7
|
%
|
Ultimate inflation rate (a)
|
|
—
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate (a)
|
|
n/a
|
|
|
2021
|
|
|
2021
|
|
(a)
|
The current year medical inflation rate, ultimate inflation rate and year of ultimate trend rate is no longer applicable as the Company has capped the annual maximum amount it will pay for retiree healthcare costs.
|
In millions
|
|
||
2016
|
$
|
1.1
|
|
2017
|
1.2
|
|
|
2018
|
1.2
|
|
|
2019
|
1.2
|
|
|
2020
|
1.2
|
|
|
2021 - 2025
|
5.3
|
|
•
|
Level 1 – Inputs based on quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
|
•
|
Level 3 – Unobservable inputs based on little or no market activity and that are significant to the fair value of the assets and liabilities.
|
|
|||||||||||||||
|
Fair value measurements
|
|
Total
fair value |
||||||||||||
In millions
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
|||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
14.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14.2
|
|
Foreign currency contracts
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
||||
Total asset recurring fair value measurements
|
$
|
14.2
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
17.0
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
4.5
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
Interest rate swap
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||
Deferred compensation plans
|
—
|
|
|
15.5
|
|
|
—
|
|
|
15.5
|
|
||||
Total liability recurring fair value measurements
|
$
|
—
|
|
|
$
|
21.2
|
|
|
$
|
—
|
|
|
$
|
21.2
|
|
Financial instruments not carried at fair value:
|
|
|
|
|
|
|
|
||||||||
Total debt
|
$
|
—
|
|
|
$
|
1,556.6
|
|
|
$
|
—
|
|
|
$
|
1,556.6
|
|
Total financial instruments not carried at fair value
|
$
|
—
|
|
|
$
|
1,556.6
|
|
|
$
|
—
|
|
|
$
|
1,556.6
|
|
|
|||||||||||||||
|
Fair value measurements
|
|
Total
fair value |
||||||||||||
In millions
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
|||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
17.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17.9
|
|
Foreign currency contracts
|
—
|
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
||||
Total asset recurring fair value measurements
|
$
|
17.9
|
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
22.2
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
13.9
|
|
|
$
|
—
|
|
|
$
|
13.9
|
|
Interest rate swap
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
Deferred compensation plans
|
—
|
|
|
14.9
|
|
|
—
|
|
|
14.9
|
|
||||
Total liability recurring fair value measurements
|
$
|
—
|
|
|
$
|
29.7
|
|
|
$
|
—
|
|
|
$
|
29.7
|
|
Financial instruments not carried at fair value:
|
|
|
|
|
|
|
|
||||||||
Total debt
|
$
|
—
|
|
|
$
|
1,279.4
|
|
|
$
|
—
|
|
|
$
|
1,279.4
|
|
Total financial instruments not carried at fair value
|
$
|
—
|
|
|
$
|
1,279.4
|
|
|
$
|
—
|
|
|
$
|
1,279.4
|
|
•
|
Marketable securities
– These securities include investments in publicly traded stock of non-U.S. companies held by non-U.S. subsidiaries of the Company. The fair value is obtained for the securities based on observable market prices quoted on public stock exchanges.
|
•
|
Foreign currency contracts
– These instruments include foreign currency contracts for non-functional currency balance sheet exposures. The fair value of the foreign currency contracts are determined based on a pricing model that uses spot rates and forward prices from actively quoted currency markets that are readily accessible and observable.
|
•
|
Interest rate swaps
– These instruments include forward-starting interest rate swap contracts for $300.0 million of the Company's variable rate debt. The fair value of the derivative instruments are determined based on quoted prices for the Company's swaps, which are not considered an active market.
|
•
|
Deferred compensation plans
- These include obligations related to deferred compensation adjusted for market performance. The fair value is obtained based on observable market prices quoted on public exchanges for similar instruments.
|
•
|
Debt
– These securities are recorded at cost and include senior notes maturing through 2023. The fair value of the long-term debt instruments is obtained based on observable market prices quoted on public exchanges for similar instruments.
|
In millions
|
Total
|
|
December 31, 2014
|
95.8
|
|
Shares issued under incentive plans
|
0.7
|
|
Repurchase of ordinary shares
|
(0.5
|
)
|
December 31, 2015
|
96.0
|
|
In millions
|
|
Cash flow hedges and marketable securities
|
|
Pension and OPEB Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
December 31, 2012
|
|
$
|
10.9
|
|
|
$
|
(95.7
|
)
|
|
$
|
77.1
|
|
|
$
|
(7.7
|
)
|
Other comprehensive income (loss), net of tax
|
|
5.8
|
|
|
(35.6
|
)
|
|
(59.2
|
)
|
|
(89.0
|
)
|
||||
December 31, 2013
|
|
$
|
16.7
|
|
|
$
|
(131.3
|
)
|
|
$
|
17.9
|
|
|
$
|
(96.7
|
)
|
Other comprehensive income (loss), net of tax
|
|
(1.0
|
)
|
|
15.2
|
|
|
(65.7
|
)
|
|
(51.5
|
)
|
||||
December 31, 2014
|
|
$
|
15.7
|
|
|
$
|
(116.1
|
)
|
|
$
|
(47.8
|
)
|
|
$
|
(148.2
|
)
|
Other comprehensive income (loss), net of tax
|
|
(1.7
|
)
|
|
(23.2
|
)
|
|
(59.1
|
)
|
|
(84.0
|
)
|
||||
December 31, 2015
|
|
$
|
14.0
|
|
|
$
|
(139.3
|
)
|
|
$
|
(106.9
|
)
|
|
$
|
(232.2
|
)
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign currency items
|
|
$
|
(1.4
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
0.8
|
|
Total other comprehensive income (loss) attributable to noncontrolling interests
|
|
$
|
(1.4
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
0.8
|
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Stock options
|
|
$
|
3.7
|
|
|
$
|
3.3
|
|
|
$
|
2.4
|
|
RSUs
|
|
5.8
|
|
|
6.0
|
|
|
3.3
|
|
|||
PSUs
|
|
5.0
|
|
|
3.9
|
|
|
1.0
|
|
|||
Deferred compensation
|
|
0.3
|
|
|
0.8
|
|
|
1.7
|
|
|||
Pre-tax expense
|
|
14.8
|
|
|
14.0
|
|
|
8.4
|
|
|||
Tax benefit
|
|
(4.4
|
)
|
|
(4.7
|
)
|
|
(3.2
|
)
|
|||
Total
|
|
$
|
10.4
|
|
|
$
|
9.3
|
|
|
$
|
5.2
|
|
|
|
2015
|
|
2014
|
||
Dividend yield
|
|
0.69
|
%
|
|
0.60
|
%
|
Volatility
|
|
31.37
|
%
|
|
36.55
|
%
|
Risk-free rate of return
|
|
1.78
|
%
|
|
1.94
|
%
|
Expected life
|
|
6.0 years
|
|
|
6.0 years
|
|
|
|
Shares
subject
to option
|
|
Weighted-
average
exercise price (a)
|
|
Aggregate
intrinsic
value (millions)
|
|
Weighted-
average
remaining life (years)
|
|||||
December 31, 2012
|
|
1,102,129
|
|
|
$
|
37.77
|
|
|
|
|
|
||
Granted
|
|
321,808
|
|
|
47.35
|
|
|
|
|
|
|||
Exercised
|
|
(611,792
|
)
|
|
33.78
|
|
|
|
|
|
|||
Impact of spin-off
|
|
1,669,911
|
|
|
—
|
|
|
|
|
|
|||
December 31, 2013
|
|
2,482,056
|
|
|
25.21
|
|
|
|
|
|
|||
Granted
|
|
188,817
|
|
|
54.07
|
|
|
|
|
|
|||
Exercised
|
|
(683,383
|
)
|
|
24.18
|
|
|
|
|
|
|||
Canceled
|
|
(25,462
|
)
|
|
43.89
|
|
|
|
|
|
|||
December 31, 2014
|
|
1,962,028
|
|
|
28.11
|
|
|
|
|
|
|||
Granted
|
|
220,679
|
|
|
57.85
|
|
|
|
|
|
|||
Exercised
|
|
(575,564
|
)
|
|
22.98
|
|
|
|
|
|
|||
Canceled
|
|
(14,976
|
)
|
|
47.28
|
|
|
|
|
|
|||
Outstanding December 31, 2015
|
|
1,592,167
|
|
|
$
|
33.91
|
|
|
$
|
51.0
|
|
|
5.2
|
Exercisable December 31, 2015
|
|
1,053,687
|
|
|
$
|
25.64
|
|
|
$
|
42.4
|
|
|
3.6
|
(a)
|
The weighted average exercise price for periods ending prior to December 1, 2013 represents the exercise price of awards prior to conversion to awards of the Company. The weighted average exercise price of awards on or after December 1, 2013 represents the exercise price of the awards on the grant date converted to ordinary shares of the Company.
|
|
|
|
|
|
|
Options outstanding
|
|
Options exercisable
|
||||||||||||||||
Range of
exercise price
|
|
Number
outstanding at
December 31,
2015
|
|
Weighted-
average
remaining
life (years)
|
|
Weighted-
average
exercise
price
|
|
Number
outstanding at
December 31,
2015
|
|
Weighted-
average
remaining
life (years)
|
|
Weighted-
average
exercise
price
|
||||||||||||
10.01
|
|
|
—
|
|
20.00
|
|
|
239,563
|
|
|
3.2
|
|
$
|
15.26
|
|
|
239,563
|
|
|
3.2
|
|
$
|
15.26
|
|
20.01
|
|
|
—
|
|
30.00
|
|
|
628,033
|
|
|
3.0
|
|
25.47
|
|
|
628,033
|
|
|
3.0
|
|
25.47
|
|
||
30.01
|
|
|
—
|
|
40.00
|
|
|
180,154
|
|
|
6.0
|
|
32.30
|
|
|
121,392
|
|
|
5.5
|
|
32.28
|
|
||
40.01
|
|
|
—
|
|
50.00
|
|
|
161,601
|
|
|
8.0
|
|
43.37
|
|
|
5,098
|
|
|
8.0
|
|
43.58
|
|
||
50.01
|
|
|
—
|
|
60.00
|
|
|
382,816
|
|
|
8.5
|
|
56.18
|
|
|
59,601
|
|
|
7.1
|
|
54.08
|
|
||
|
|
|
|
|
|
|
|
1,592,167
|
|
|
5.2
|
|
$
|
33.91
|
|
|
1,053,687
|
|
|
3.6
|
|
$
|
25.64
|
|
|
|
RSUs
|
|
Weighted-
average grant
date fair value (a)
|
|||
Outstanding and unvested at December 31, 2012
|
|
144,053
|
|
|
$
|
40.02
|
|
Granted
|
|
195,590
|
|
|
48.42
|
|
|
Vested
|
|
(71,776
|
)
|
|
38.94
|
|
|
Impact of spin-off
|
|
110,350
|
|
|
—
|
|
|
Outstanding and unvested at December 31, 2013
|
|
378,217
|
|
|
33.59
|
|
|
Granted
|
|
101,654
|
|
|
54.29
|
|
|
Vested
|
|
(149,392
|
)
|
|
28.68
|
|
|
Canceled
|
|
(5,319
|
)
|
|
43.66
|
|
|
Outstanding and unvested at December 31, 2014
|
|
325,160
|
|
|
42.15
|
|
|
Granted
|
|
121,153
|
|
|
59.69
|
|
|
Vested
|
|
(92,029
|
)
|
|
36.63
|
|
|
Canceled
|
|
(9,354
|
)
|
|
49.32
|
|
|
Outstanding and unvested at December 31, 2015
|
|
344,930
|
|
|
$
|
49.59
|
|
(a)
|
The weighted average grant date fair value for periods ending prior to December 1, 2013 represents the fair value of awards granted with respect to Ingersoll Rand ordinary shares, prior to conversion to awards of the Company. The weighted average grant date fair value of awards on or after December 1, 2013 represents the fair value of the awards on the grant date converted to ordinary shares of the Company.
|
|
|
PSUs
|
|
Weighted-average grant date fair value (a)
|
|||
Outstanding and unvested at December 31, 2012
|
|
142,456
|
|
|
$
|
39.13
|
|
Granted
|
|
75,172
|
|
|
34.90
|
|
|
Vested
|
|
(34,701
|
)
|
|
34.94
|
|
|
Impact of spin-off
|
|
(120,044
|
)
|
|
—
|
|
|
Outstanding and unvested at December 31, 2013
|
|
62,883
|
|
|
29.27
|
|
|
Granted
|
|
110,387
|
|
|
72.70
|
|
|
Forfeited
|
|
(12,138
|
)
|
|
50.96
|
|
|
Outstanding and unvested at December 31, 2014
|
|
161,132
|
|
|
57.39
|
|
|
Granted
|
|
58,323
|
|
|
66.47
|
|
|
Vested
|
|
(17,327
|
)
|
|
75.05
|
|
|
Forfeited
|
|
(85
|
)
|
|
75.05
|
|
|
Outstanding and unvested at December 31, 2015
|
|
202,043
|
|
|
$
|
64.92
|
|
(a)
|
The weighted average grant date fair value for periods ending prior to December 1, 2013 represents the fair value of awards granted with respect to Ingersoll Rand ordinary shares, prior to conversion to awards of the Company. The weighted average grant date fair value of awards on or after December 1, 2013 represents the fair value of the awards on the grant date converted to ordinary shares of the Company.
|
In millions
|
|
2015
|
||
EMEIA
|
|
$
|
14.7
|
|
Total
|
|
14.7
|
|
|
|
|
|
||
Cost of goods sold
|
|
$
|
13.6
|
|
Selling and administrative expenses
|
|
1.1
|
|
|
Total
|
|
$
|
14.7
|
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Americas
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
EMEIA
|
|
—
|
|
|
7.0
|
|
|
5.7
|
|
|||
Asia Pacific
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
0.4
|
|
|
$
|
7.1
|
|
|
$
|
5.8
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
3.1
|
|
Selling and administrative expenses
|
|
0.4
|
|
|
5.7
|
|
|
2.7
|
|
|||
Total
|
|
$
|
0.4
|
|
|
$
|
7.1
|
|
|
$
|
5.8
|
|
In millions
|
|
EMEIA
|
|
Asia Pacific
|
|
Total
|
||||||
December 31, 2013
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
Additions
|
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|||
Cash and non-cash uses
|
|
(7.6
|
)
|
|
—
|
|
|
(7.6
|
)
|
|||
Currency translation
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||
December 31, 2014
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|||
Additions
|
|
14.7
|
|
|
0.4
|
|
|
15.1
|
|
|||
Cash and non-cash uses
|
|
(6.0
|
)
|
|
(0.2
|
)
|
|
(6.2
|
)
|
|||
Currency translation
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||
December 31, 2015
|
|
$
|
10.0
|
|
|
$
|
0.2
|
|
|
$
|
10.2
|
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income
|
|
$
|
(1.5
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(0.8
|
)
|
Exchange loss
|
|
4.9
|
|
|
7.6
|
|
|
8.0
|
|
|||
Other
|
|
(11.2
|
)
|
|
(1.9
|
)
|
|
—
|
|
|||
Other (income) expense, net
|
|
$
|
(7.8
|
)
|
|
$
|
4.6
|
|
|
$
|
7.2
|
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
|
$
|
123.1
|
|
|
$
|
162.2
|
|
|
$
|
320.1
|
|
Non-U.S.
|
|
86.2
|
|
|
105.7
|
|
|
(96.7
|
)
|
|||
Total
|
|
$
|
209.3
|
|
|
$
|
267.9
|
|
|
$
|
223.4
|
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
53.4
|
|
|
$
|
52.9
|
|
|
$
|
118.5
|
|
Non-U.S.
|
|
3.5
|
|
|
14.1
|
|
|
37.6
|
|
|||
Total:
|
|
56.9
|
|
|
67.0
|
|
|
156.1
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
2.1
|
|
|
15.6
|
|
|
7.7
|
|
|||
Non-U.S.
|
|
(4.4
|
)
|
|
1.6
|
|
|
11.2
|
|
|||
Total:
|
|
(2.3
|
)
|
|
17.2
|
|
|
18.9
|
|
|||
Total tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
55.5
|
|
|
68.5
|
|
|
126.2
|
|
|||
Non-U.S.
|
|
(0.9
|
)
|
|
15.7
|
|
|
48.8
|
|
|||
Total
|
|
$
|
54.6
|
|
|
$
|
84.2
|
|
|
$
|
175.0
|
|
|
|
Percent of pretax income
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Statutory U.S. rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in rates resulting from:
|
|
|
|
|
|
|
|||
Non-U.S. tax rate differential (1)
|
|
(11.1
|
)
|
|
(9.6
|
)
|
|
13.0
|
|
State and local income taxes (1)
|
|
2.8
|
|
|
3.0
|
|
|
5.5
|
|
Goodwill impairment charge
|
|
—
|
|
|
—
|
|
|
18.2
|
|
Reserves for uncertain tax positions
|
|
(3.4
|
)
|
|
(2.1
|
)
|
|
4.4
|
|
Tax on unremitted earnings
|
|
1.5
|
|
|
0.3
|
|
|
3.3
|
|
Tax on remitted earnings
|
|
—
|
|
|
2.5
|
|
|
—
|
|
Venezuela devaluation
|
|
0.9
|
|
|
4.0
|
|
|
—
|
|
Production incentives
|
|
(1.0
|
)
|
|
(2.4
|
)
|
|
(2.2
|
)
|
Other adjustments
|
|
1.4
|
|
|
0.7
|
|
|
1.1
|
|
Effective tax rate
|
|
26.1
|
%
|
|
31.4
|
%
|
|
78.3
|
%
|
(1)
|
Net of changes in valuation allowances
|
In millions
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Inventory and accounts receivable
|
|
$
|
10.2
|
|
|
$
|
10.8
|
|
Fixed assets and intangibles
|
|
14.5
|
|
|
22.3
|
|
||
Postemployment and other benefit liabilities
|
|
65.5
|
|
|
63.3
|
|
||
Other reserves and accruals
|
|
12.7
|
|
|
11.1
|
|
||
Net operating losses, tax credits and other carryforwards
|
|
133.4
|
|
|
45.2
|
|
||
Investment and other asset basis differences
|
|
1.1
|
|
|
1.3
|
|
||
Other
|
|
6.2
|
|
|
1.0
|
|
||
Gross deferred tax assets
|
|
243.6
|
|
|
155.0
|
|
||
Less: deferred tax valuation allowances
|
|
(133.3
|
)
|
|
(50.8
|
)
|
||
Deferred tax assets net of valuation allowances
|
|
$
|
110.3
|
|
|
$
|
104.2
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Fixed assets and intangibles
|
|
$
|
(96.7
|
)
|
|
$
|
(34.6
|
)
|
Unremitted earnings of foreign subsidiaries
|
|
(3.9
|
)
|
|
(0.8
|
)
|
||
Other
|
|
(6.7
|
)
|
|
(2.2
|
)
|
||
Gross deferred tax liabilities
|
|
(107.3
|
)
|
|
(37.6
|
)
|
||
Net deferred tax assets
|
|
$
|
3.0
|
|
|
$
|
66.6
|
|
In millions
|
|
Amount
|
|
Expiration
Period
|
||
U.S. Federal tax loss carryforwards
|
|
$
|
15.3
|
|
|
2027 & 2028
|
U.S. Federal and State credit carryforwards
|
|
21.6
|
|
|
2024-Unlimited
|
|
U.S. State tax loss carryforwards
|
|
21.3
|
|
|
2016-2036
|
|
Non-U.S. tax loss carryforwards
|
|
373.8
|
|
|
Unlimited
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
|
$
|
50.8
|
|
|
$
|
46.9
|
|
|
$
|
5.8
|
|
Increase to valuation allowance
|
|
82.2
|
|
|
28
|
|
|
44.9
|
|
|||
Decrease to valuation allowance
|
|
(3.0
|
)
|
|
(15.8
|
)
|
|
(0.5
|
)
|
|||
Foreign exchange translation
|
|
(1.6
|
)
|
|
(1.7
|
)
|
|
—
|
|
|||
Net equity with parent
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|||
Accumulated other comprehensive income (loss)
|
|
4.9
|
|
|
(6.6
|
)
|
|
0.7
|
|
|||
Ending balance
|
|
$
|
133.3
|
|
|
$
|
50.8
|
|
|
$
|
46.9
|
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance
|
|
$
|
25.4
|
|
|
$
|
40.6
|
|
|
$
|
63.6
|
|
Additions based on tax positions related to the current year
|
|
3.9
|
|
|
3.1
|
|
|
9.0
|
|
|||
Net equity adjustment with former parent company
|
|
—
|
|
|
—
|
|
|
(25.4
|
)
|
|||
Additions based on tax positions related to prior years
|
|
1.6
|
|
|
11.8
|
|
|
0.5
|
|
|||
Reductions based on tax positions related to prior years
|
|
(3.0
|
)
|
|
(23.9
|
)
|
|
(6.9
|
)
|
|||
Reductions related to settlements with tax authorities
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|||
Reductions related to lapses of statute of limitations
|
|
(1.4
|
)
|
|
(2.7
|
)
|
|
(0.7
|
)
|
|||
Translation (gain)/loss
|
|
(2.7
|
)
|
|
(2.8
|
)
|
|
0.5
|
|
|||
Ending balance
|
|
$
|
23.8
|
|
|
$
|
25.4
|
|
|
$
|
40.6
|
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
|||
Weighted-average number of basic shares
|
|
95.9
|
|
|
96.1
|
|
|
96.0
|
|
Shares issuable under incentive stock plans
|
|
1.0
|
|
|
1.1
|
|
|
0.1
|
|
Weighted-average number of diluted shares
|
|
96.9
|
|
|
97.2
|
|
|
96.1
|
|
|
2013
|
||
Centrally managed service costs
|
$
|
104.6
|
|
Historical Ingersoll Rand corporate overhead allocations
|
36.6
|
|
|
Incremental corporate costs not previously allocated to businesses
|
33.3
|
|
|
Total
|
$
|
174.5
|
|
In millions
|
2015
|
|
2014
|
||||
Balance at beginning of period
|
$
|
9.8
|
|
|
$
|
9.4
|
|
Reductions for payments
|
(5.4
|
)
|
|
(4.9
|
)
|
||
Accruals for warranties issued during the current period
|
7.1
|
|
|
6.1
|
|
||
Changes to accruals related to preexisting warranties
|
0.5
|
|
|
(0.6
|
)
|
||
Translation
|
(0.3
|
)
|
|
(0.2
|
)
|
||
Balance at end of period
|
$
|
11.7
|
|
|
$
|
9.8
|
|
Dollar amounts in millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Americas
|
|
|
|
|
|
|
||||||
Net revenues
|
|
$
|
1,558.4
|
|
|
$
|
1,560.0
|
|
|
$
|
1,514.7
|
|
Segment operating income
|
|
418.0
|
|
|
387.3
|
|
|
392.1
|
|
|||
Segment operating margin
|
|
26.8
|
%
|
|
24.8
|
%
|
|
25.9
|
%
|
|||
Depreciation and amortization
|
|
26.4
|
|
|
24.8
|
|
|
26.5
|
|
|||
Capital expenditures
|
|
18.9
|
|
|
23.6
|
|
|
10.5
|
|
|||
Total segment assets
|
|
878.4
|
|
|
990.7
|
|
|
890.4
|
|
|||
|
|
|
|
|
|
|
||||||
EMEIA
|
|
|
|
|
|
|
||||||
Net revenues
|
|
386.3
|
|
|
393.4
|
|
|
401.4
|
|
|||
Segment operating income (loss) (a)
|
|
8.6
|
|
|
4.9
|
|
|
(0.3
|
)
|
|||
Segment operating margin
|
|
2.2
|
%
|
|
1.2
|
%
|
|
(0.1
|
)%
|
|||
Depreciation and amortization
|
|
17.2
|
|
|
16.4
|
|
|
18.2
|
|
|||
Capital expenditures
|
|
5.6
|
|
|
4.9
|
|
|
5.6
|
|
|||
Total segment assets
|
|
899.4
|
|
|
457.7
|
|
|
525.6
|
|
|||
|
|
|
|
|
|
|
||||||
Asia Pacific
|
|
|
|
|
|
|
||||||
Net revenues
|
|
123.4
|
|
|
164.9
|
|
|
153.5
|
|
|||
Segment operating income (loss) (b)
|
|
(3.4
|
)
|
|
2.3
|
|
|
25.4
|
|
|||
Segment operating margin
|
|
(2.8
|
)%
|
|
1.4
|
%
|
|
16.5
|
%
|
|||
Depreciation and amortization
|
|
2.1
|
|
|
1.1
|
|
|
0.9
|
|
|||
Capital expenditures
|
|
2.0
|
|
|
1.5
|
|
|
0.8
|
|
|||
Total segment assets
|
|
237.1
|
|
|
442.2
|
|
|
403.2
|
|
|||
|
|
|
|
|
|
|
||||||
Total net revenues
|
|
$
|
2,068.1
|
|
|
$
|
2,118.3
|
|
|
$
|
2,069.6
|
|
|
|
|
|
|
|
|
||||||
Reconciliation to earnings before income taxes
|
|
|
|
|
|
|
||||||
Segment operating income from reportable segments
|
|
$
|
423.2
|
|
|
$
|
394.5
|
|
|
$
|
417.2
|
|
Goodwill impairment charge
|
|
—
|
|
|
—
|
|
|
137.6
|
|
|||
Unallocated corporate expense
|
|
64.6
|
|
|
68.2
|
|
|
38.8
|
|
|||
Interest expense
|
|
52.9
|
|
|
53.8
|
|
|
10.2
|
|
|||
Loss on divestitures
|
|
104.2
|
|
|
—
|
|
|
—
|
|
|||
Other expense (income), net
|
|
(7.8
|
)
|
|
4.6
|
|
|
7.2
|
|
|||
Total earnings before income taxes
|
|
$
|
209.3
|
|
|
$
|
267.9
|
|
|
$
|
223.4
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization from reportable segments
|
|
$
|
45.7
|
|
|
$
|
42.3
|
|
|
$
|
45.6
|
|
Unallocated depreciation and amortization
|
|
3.1
|
|
|
1.9
|
|
|
0.1
|
|
|||
Total depreciation and amortization
|
|
$
|
48.8
|
|
|
$
|
44.2
|
|
|
$
|
45.7
|
|
Capital expenditures from reportable segments
|
|
$
|
26.5
|
|
|
$
|
30.0
|
|
|
$
|
16.9
|
|
Corporate capital expenditures
|
|
8.7
|
|
|
21.5
|
|
|
3.3
|
|
|||
Total capital expenditures
|
|
$
|
35.2
|
|
|
$
|
51.5
|
|
|
$
|
20.2
|
|
Assets from reportable segments
|
|
$
|
2,014.9
|
|
|
$
|
1,890.6
|
|
|
$
|
1,819.2
|
|
Unallocated assets (c)
|
|
270.4
|
|
|
125.3
|
|
|
181.4
|
|
|||
Total assets
|
|
$
|
2,285.3
|
|
|
$
|
2,015.9
|
|
|
$
|
2,000.6
|
|
(a)
|
During the year ended December 31, 2013, the Company recorded a non-cash pre-tax goodwill impairment charge of $137.6 million. This amount has been excluded from Segment operating income of the EMEIA segment as management excludes these charges from Operating income when making operating decisions about the business.
|
(b)
|
Results for the year ended December 31, 2013, include a $21.5 million gain on a property sale in China.
|
(c)
|
Unallocated assets consists of debt issuance costs, deferred income tax balances and cash.
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,425.1
|
|
|
$
|
1,332.0
|
|
|
$
|
1,331.7
|
|
Non-U.S.
|
|
643.0
|
|
|
786.3
|
|
|
737.9
|
|
|||
Total
|
|
$
|
2,068.1
|
|
|
$
|
2,118.3
|
|
|
$
|
2,069.6
|
|
In millions
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Mechanical products
|
|
$
|
1,661.4
|
|
|
$
|
1,685.0
|
|
|
$
|
1,647.7
|
|
All other
|
|
406.7
|
|
|
433.3
|
|
|
421.9
|
|
|||
Total
|
|
$
|
2,068.1
|
|
|
$
|
2,118.3
|
|
|
$
|
2,069.6
|
|
In millions
|
|
2015
|
|
2014
|
||||
Long-lived assets
|
|
|
|
|
||||
United States
|
|
$
|
134.9
|
|
|
$
|
126.4
|
|
Non-U.S.
|
|
400.2
|
|
|
196.1
|
|
||
Total
|
|
$
|
535.1
|
|
|
$
|
322.5
|
|
In millions
|
Allegion plc
|
|
Allegion US Holding
|
|
Other Subsidiary Guarantors
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,506.0
|
|
|
$
|
761.6
|
|
|
$
|
(199.5
|
)
|
|
$
|
2,068.1
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
859.2
|
|
|
539.3
|
|
|
(199.5
|
)
|
|
1,199.0
|
|
||||||
Selling and administrative expenses
|
4.7
|
|
|
(0.1
|
)
|
|
307.1
|
|
|
198.8
|
|
|
—
|
|
|
510.5
|
|
||||||
Operating income (loss)
|
(4.7
|
)
|
|
0.1
|
|
|
339.7
|
|
|
23.5
|
|
|
—
|
|
|
358.6
|
|
||||||
Equity earnings (loss) in affiliates, net of tax
|
190.6
|
|
|
167.2
|
|
|
3.8
|
|
|
291.6
|
|
|
(653.2
|
)
|
|
—
|
|
||||||
Interest expense
|
31.2
|
|
|
21.1
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
52.9
|
|
||||||
Intercompany interest and fees
|
(0.4
|
)
|
|
95.0
|
|
|
(140.0
|
)
|
|
45.4
|
|
|
—
|
|
|
—
|
|
||||||
Loss on divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
104.2
|
|
|
—
|
|
|
104.2
|
|
||||||
Other (gain) loss, net
|
(0.2
|
)
|
|
—
|
|
|
0.9
|
|
|
(8.5
|
)
|
|
—
|
|
|
(7.8
|
)
|
||||||
Earnings (loss) before income taxes
|
155.3
|
|
|
51.2
|
|
|
482.6
|
|
|
173.4
|
|
|
(653.2
|
)
|
|
209.3
|
|
||||||
Provision (benefit) for income taxes
|
1.2
|
|
|
(44.7
|
)
|
|
187.1
|
|
|
(89.0
|
)
|
|
—
|
|
|
54.6
|
|
||||||
Earnings (loss) from continuing operations
|
154.1
|
|
|
95.9
|
|
|
295.5
|
|
|
262.4
|
|
|
(653.2
|
)
|
|
154.7
|
|
||||||
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||||
Net earnings (loss)
|
154.1
|
|
|
95.9
|
|
|
295.4
|
|
|
262.1
|
|
|
(653.2
|
)
|
|
154.3
|
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||
Net earnings (loss) attributable to Allegion plc
|
$
|
154.1
|
|
|
$
|
95.9
|
|
|
$
|
295.4
|
|
|
$
|
261.7
|
|
|
$
|
(653.2
|
)
|
|
$
|
153.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive income (loss)
|
$
|
69.8
|
|
|
$
|
95.6
|
|
|
$
|
290.2
|
|
|
$
|
183.7
|
|
|
$
|
(570.4
|
)
|
|
$
|
68.9
|
|
Less: Total comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
||||||
Total comprehensive income (loss) attributable to Allegion plc
|
$
|
69.8
|
|
|
$
|
95.6
|
|
|
$
|
290.2
|
|
|
$
|
184.6
|
|
|
$
|
(570.4
|
)
|
|
$
|
69.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In millions
|
Allegion plc
|
|
Allegion US Holding
|
|
Other Subsidiary Guarantors
|
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,399.9
|
|
|
$
|
916.4
|
|
|
$
|
(198.0
|
)
|
|
$
|
2,118.3
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
803.1
|
|
|
659.5
|
|
|
(198.0
|
)
|
|
1,264.6
|
|
||||||
Selling and administrative expenses
|
4.5
|
|
|
0.2
|
|
|
304.4
|
|
|
218.3
|
|
|
—
|
|
|
527.4
|
|
||||||
Operating income (loss)
|
(4.5
|
)
|
|
(0.2
|
)
|
|
292.4
|
|
|
38.6
|
|
|
—
|
|
|
326.3
|
|
||||||
Equity earnings (loss) in affiliates, net of tax
|
182.0
|
|
|
170.8
|
|
|
6.9
|
|
|
351.5
|
|
|
(711.2
|
)
|
|
—
|
|
||||||
Interest expense
|
5.6
|
|
|
58.0
|
|
|
—
|
|
|
1.0
|
|
|
(10.8
|
)
|
|
53.8
|
|
||||||
Intercompany interest and fees
|
(3.2
|
)
|
|
63.0
|
|
|
(285.5
|
)
|
|
225.7
|
|
|
—
|
|
|
—
|
|
||||||
Other (gain) loss, net
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
4.9
|
|
|
—
|
|
|
4.6
|
|
||||||
Earnings (loss) before income taxes
|
175.2
|
|
|
49.6
|
|
|
585.0
|
|
|
158.5
|
|
|
(700.4
|
)
|
|
267.9
|
|
||||||
Provision (benefit) for income taxes
|
—
|
|
|
(46.7
|
)
|
|
222.6
|
|
|
(95.7
|
)
|
|
4.0
|
|
|
84.2
|
|
||||||
Earnings (loss) from continuing operations
|
175.2
|
|
|
96.3
|
|
|
362.4
|
|
|
254.2
|
|
|
(704.4
|
)
|
|
183.7
|
|
||||||
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.1
|
)
|
|
—
|
|
|
(11.1
|
)
|
||||||
Net earnings (loss)
|
175.2
|
|
|
96.3
|
|
|
362.4
|
|
|
243.1
|
|
|
(704.4
|
)
|
|
172.6
|
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||||
Net earnings (loss) attributable to Allegion plc
|
$
|
175.2
|
|
|
$
|
96.3
|
|
|
$
|
362.4
|
|
|
$
|
245.7
|
|
|
$
|
(704.4
|
)
|
|
$
|
175.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive income (loss)
|
$
|
123.7
|
|
|
$
|
96.3
|
|
|
$
|
362.4
|
|
|
$
|
242.4
|
|
|
$
|
(704.4
|
)
|
|
$
|
120.4
|
|
Less: Total comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
(3.3
|
)
|
||||||
Total comprehensive income (loss) attributable to Allegion plc
|
$
|
123.7
|
|
|
$
|
96.3
|
|
|
$
|
362.4
|
|
|
$
|
245.7
|
|
|
$
|
(704.4
|
)
|
|
$
|
123.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In millions
|
Allegion plc
|
|
Allegion US Holding
|
|
Other Subsidiary Guarantors
|
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,395.0
|
|
|
$
|
880.0
|
|
|
$
|
(205.4
|
)
|
|
$
|
2,069.6
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
800.1
|
|
|
613.4
|
|
|
(205.4
|
)
|
|
1,208.1
|
|
||||||
Selling and administrative expenses
|
0.9
|
|
|
—
|
|
|
239.4
|
|
|
242.8
|
|
|
—
|
|
|
483.1
|
|
||||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
137.6
|
|
|
—
|
|
|
137.6
|
|
||||||
Operating income (loss)
|
(0.9
|
)
|
|
—
|
|
|
355.5
|
|
|
(113.8
|
)
|
|
—
|
|
|
240.8
|
|
||||||
Equity earnings (loss) in affiliates, net of tax
|
33.2
|
|
|
95.2
|
|
|
6.7
|
|
|
233.6
|
|
|
(368.7
|
)
|
|
—
|
|
||||||
Interest expense
|
—
|
|
|
8.4
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|
10.2
|
|
||||||
Intercompany interest and fees
|
—
|
|
|
4.6
|
|
|
(21.0
|
)
|
|
16.4
|
|
|
—
|
|
|
—
|
|
||||||
Other (gain) loss, net
|
—
|
|
|
—
|
|
|
16.6
|
|
|
(9.4
|
)
|
|
—
|
|
|
7.2
|
|
||||||
Earnings (loss) before income taxes
|
32.3
|
|
|
82.2
|
|
|
366.6
|
|
|
111.0
|
|
|
(368.7
|
)
|
|
223.4
|
|
||||||
Provision for income taxes
|
—
|
|
|
(4.6
|
)
|
|
126.3
|
|
|
53.3
|
|
|
—
|
|
|
175.0
|
|
||||||
Earnings (loss) from continuing operations
|
32.3
|
|
|
86.8
|
|
|
240.3
|
|
|
57.7
|
|
|
(368.7
|
)
|
|
48.4
|
|
||||||
Discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
—
|
|
|
(3.6
|
)
|
||||||
Net earnings (loss)
|
32.3
|
|
|
86.8
|
|
|
240.3
|
|
|
54.1
|
|
|
(368.7
|
)
|
|
44.8
|
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|
—
|
|
|
12.5
|
|
||||||
Net earnings (loss) attributable to Allegion plc
|
$
|
32.3
|
|
|
$
|
86.8
|
|
|
$
|
240.3
|
|
|
$
|
41.6
|
|
|
$
|
(368.7
|
)
|
|
$
|
32.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive income (loss)
|
$
|
(56.7
|
)
|
|
$
|
86.8
|
|
|
$
|
240.3
|
|
|
$
|
54.9
|
|
|
$
|
(368.7
|
)
|
|
$
|
(43.4
|
)
|
Less: Total comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
13.3
|
|
|
—
|
|
|
13.3
|
|
||||||
Total comprehensive income (loss) attributable to Allegion plc
|
$
|
(56.7
|
)
|
|
$
|
86.8
|
|
|
$
|
240.3
|
|
|
$
|
41.6
|
|
|
$
|
(368.7
|
)
|
|
$
|
(56.7
|
)
|
In millions
|
Allegion plc
|
|
Allegion US Holding
|
|
Other Subsidiary Guarantors
|
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
3.3
|
|
|
$
|
0.3
|
|
|
$
|
73.8
|
|
|
$
|
122.3
|
|
|
$
|
—
|
|
|
$
|
199.7
|
|
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
121.6
|
|
|
181.8
|
|
|
—
|
|
|
303.4
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
106.7
|
|
|
97.4
|
|
|
—
|
|
|
204.1
|
|
||||||
Other current assets
|
0.5
|
|
|
44.7
|
|
|
9.9
|
|
|
(27.2
|
)
|
|
—
|
|
|
27.9
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accounts and notes receivable affiliates
|
248.6
|
|
|
356.4
|
|
|
375.9
|
|
|
324.5
|
|
|
(1,305.4
|
)
|
|
—
|
|
||||||
Total current assets
|
252.4
|
|
|
401.4
|
|
|
687.9
|
|
|
698.8
|
|
|
(1,305.4
|
)
|
|
735.1
|
|
||||||
Investment in affiliates
|
986.2
|
|
|
3,001.4
|
|
|
192.9
|
|
|
4,660.2
|
|
|
(8,840.7
|
)
|
|
—
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
147.6
|
|
|
77.2
|
|
|
—
|
|
|
224.8
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
181.4
|
|
|
905.1
|
|
|
—
|
|
|
1,086.5
|
|
||||||
Notes receivable affiliates
|
—
|
|
|
1,144.2
|
|
|
3,549.9
|
|
|
1,726.3
|
|
|
(6,420.4
|
)
|
|
—
|
|
||||||
Other noncurrent assets
|
22.2
|
|
|
12.4
|
|
|
82.1
|
|
|
122.2
|
|
|
—
|
|
|
238.9
|
|
||||||
Total assets
|
$
|
1,260.8
|
|
|
$
|
4,559.4
|
|
|
$
|
4,841.8
|
|
|
$
|
8,189.8
|
|
|
$
|
(16,566.5
|
)
|
|
$
|
2,285.3
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accruals
|
$
|
8.2
|
|
|
$
|
4.3
|
|
|
$
|
356.7
|
|
|
$
|
12.3
|
|
|
$
|
—
|
|
|
$
|
381.5
|
|
Short-term borrowings and current maturities of long-term debt
|
46.9
|
|
|
—
|
|
|
0.1
|
|
|
18.6
|
|
|
—
|
|
|
65.6
|
|
||||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accounts and note payable affiliates
|
0.3
|
|
|
57.5
|
|
|
636.4
|
|
|
611.2
|
|
|
(1,305.4
|
)
|
|
—
|
|
||||||
Total current liabilities
|
55.4
|
|
|
61.8
|
|
|
993.2
|
|
|
642.1
|
|
|
(1,305.4
|
)
|
|
447.1
|
|
||||||
Long-term debt
|
1,179.8
|
|
|
300.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,479.8
|
|
||||||
Note payable affiliate
|
—
|
|
|
2,750.8
|
|
|
—
|
|
|
3,669.6
|
|
|
(6,420.4
|
)
|
|
—
|
|
||||||
Other noncurrent liabilities
|
—
|
|
|
1.2
|
|
|
124.7
|
|
|
202.8
|
|
|
—
|
|
|
328.7
|
|
||||||
Total liabilities
|
1,235.2
|
|
|
3,113.8
|
|
|
1,117.9
|
|
|
4,514.5
|
|
|
(7,725.8
|
)
|
|
2,255.6
|
|
||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total shareholders equity (deficit)
|
25.6
|
|
|
1,445.6
|
|
|
3,723.9
|
|
|
3,671.2
|
|
|
(8,840.7
|
)
|
|
25.6
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
4.1
|
|
||||||
Total equity (deficit)
|
25.6
|
|
|
1,445.6
|
|
|
3,723.9
|
|
|
3,675.3
|
|
|
(8,840.7
|
)
|
|
29.7
|
|
||||||
Total liabilities and equity
|
$
|
1,260.8
|
|
|
$
|
4,559.4
|
|
|
$
|
4,841.8
|
|
|
$
|
8,189.8
|
|
|
$
|
(16,566.5
|
)
|
|
$
|
2,285.3
|
|
In millions
|
Allegion plc
|
|
Allegion US Holding
|
|
Other Subsidiary Guarantors
|
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
27.1
|
|
|
$
|
0.5
|
|
|
$
|
126.3
|
|
|
$
|
136.6
|
|
|
$
|
—
|
|
|
$
|
290.5
|
|
Restricted cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
115.7
|
|
|
114.7
|
|
|
—
|
|
|
230.4
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
101.1
|
|
|
68.2
|
|
|
—
|
|
|
169.3
|
|
||||||
Other current assets
|
0.4
|
|
|
46.6
|
|
|
15.6
|
|
|
(7.0
|
)
|
|
—
|
|
|
55.6
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
255.9
|
|
|
—
|
|
|
255.9
|
|
||||||
Accounts and notes receivable affiliates
|
0.1
|
|
|
15.2
|
|
|
256.4
|
|
|
259.4
|
|
|
(531.1
|
)
|
|
—
|
|
||||||
Total current assets
|
27.6
|
|
|
62.3
|
|
|
615.1
|
|
|
827.8
|
|
|
(531.1
|
)
|
|
1,001.7
|
|
||||||
Investment in affiliates
|
917.4
|
|
|
2,336.7
|
|
|
90.6
|
|
|
4,774.7
|
|
|
(8,119.4
|
)
|
|
—
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
147.3
|
|
|
59.9
|
|
|
—
|
|
|
207.2
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
161.1
|
|
|
448.7
|
|
|
—
|
|
|
609.8
|
|
||||||
Notes receivable affiliates
|
—
|
|
|
1,191.9
|
|
|
3,731.2
|
|
|
1,762.9
|
|
|
(6,686.0
|
)
|
|
—
|
|
||||||
Other noncurrent assets
|
16.3
|
|
|
10.6
|
|
|
62.3
|
|
|
108.0
|
|
|
—
|
|
|
197.2
|
|
||||||
Total assets
|
$
|
961.3
|
|
|
$
|
3,601.5
|
|
|
$
|
4,807.6
|
|
|
$
|
7,982.0
|
|
|
$
|
(15,336.5
|
)
|
|
$
|
2,015.9
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accruals
|
$
|
2.8
|
|
|
$
|
51.3
|
|
|
$
|
380.8
|
|
|
$
|
(55.5
|
)
|
|
$
|
—
|
|
|
$
|
379.4
|
|
Short-term borrowings and current maturities of long-term debt
|
48.8
|
|
|
—
|
|
|
0.1
|
|
|
0.7
|
|
|
—
|
|
|
49.6
|
|
||||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
103.5
|
|
|
—
|
|
|
103.5
|
|
||||||
Accounts and note payable affiliates
|
0.4
|
|
|
101.1
|
|
|
245.0
|
|
|
184.6
|
|
|
(531.1
|
)
|
|
—
|
|
||||||
Total current liabilities
|
52.0
|
|
|
152.4
|
|
|
625.9
|
|
|
233.3
|
|
|
(531.1
|
)
|
|
532.5
|
|
||||||
Long-term debt
|
914.1
|
|
|
300.0
|
|
|
0.1
|
|
|
0.8
|
|
|
—
|
|
|
1,215.0
|
|
||||||
Note payable affiliate
|
—
|
|
|
2,778.4
|
|
|
—
|
|
|
3,907.6
|
|
|
(6,686.0
|
)
|
|
—
|
|
||||||
Estimated loss on investment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other noncurrent liabilities
|
—
|
|
|
5.8
|
|
|
206.2
|
|
|
37.9
|
|
|
—
|
|
|
249.9
|
|
||||||
Total liabilities
|
966.1
|
|
|
3,236.6
|
|
|
832.2
|
|
|
4,179.6
|
|
|
(7,217.1
|
)
|
|
1,997.4
|
|
||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total shareholders equity (deficit)
|
(4.8
|
)
|
|
364.9
|
|
|
3,975.4
|
|
|
3,779.1
|
|
|
(8,119.4
|
)
|
|
(4.8
|
)
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
23.3
|
|
|
—
|
|
|
23.3
|
|
||||||
Total equity (deficit)
|
(4.8
|
)
|
|
364.9
|
|
|
3,975.4
|
|
|
3,802.4
|
|
|
(8,119.4
|
)
|
|
18.5
|
|
||||||
Total liabilities and equity
|
$
|
961.3
|
|
|
$
|
3,601.5
|
|
|
$
|
4,807.6
|
|
|
$
|
7,982.0
|
|
|
$
|
(15,336.5
|
)
|
|
$
|
2,015.9
|
|
In millions
|
Allegion plc
|
|
Allegion US Holding
|
|
Other Subsidiary Guarantors
|
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||
Net cash provided by (used in) continuing operating activities
|
$
|
(23.4
|
)
|
|
$
|
125.8
|
|
|
$
|
484.7
|
|
|
$
|
682.1
|
|
|
$
|
(1,011.8
|
)
|
|
$
|
257.4
|
|
Net cash used in discontinued operating activities
|
|
|
|
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
|
|
|
(0.4
|
)
|
||||||
Net cash provided by (used in) operating activities
|
(23.4
|
)
|
|
125.8
|
|
|
484.6
|
|
|
681.8
|
|
|
(1,011.8
|
)
|
|
257.0
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(27.2
|
)
|
|
(8.0
|
)
|
|
—
|
|
|
(35.2
|
)
|
||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(31.3
|
)
|
|
(480.0
|
)
|
|
—
|
|
|
(511.3
|
)
|
||||||
Proceeds from sales and maturities of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
12.3
|
|
|
—
|
|
|
12.3
|
|
||||||
Proceeds from business disposition, net of cash sold
|
—
|
|
|
—
|
|
|
4.4
|
|
|
(4.3
|
)
|
|
—
|
|
|
0.1
|
|
||||||
Other investing activities, net
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(54.0
|
)
|
|
(479.8
|
)
|
|
—
|
|
|
(533.8
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net debt proceeds
|
263.8
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
|
—
|
|
|
278.3
|
|
||||||
Debt issuance costs
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
||||||
Net inter-company proceeds (payments)
|
(200.9
|
)
|
|
(126.0
|
)
|
|
230.6
|
|
|
96.3
|
|
|
—
|
|
|
—
|
|
||||||
Dividends paid to shareholders
|
(38.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.3
|
)
|
||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.0
|
)
|
|
—
|
|
|
(20.0
|
)
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
(713.7
|
)
|
|
(298.1
|
)
|
|
1,011.8
|
|
|
—
|
|
||||||
Repurchase of ordinary shares
|
(30.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.0
|
)
|
||||||
Other financing activities, net
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.0
|
|
||||||
Net cash provided by (used in) financing activities
|
(0.4
|
)
|
|
(126.0
|
)
|
|
(483.1
|
)
|
|
(207.3
|
)
|
|
1,011.8
|
|
|
195.0
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
(9.0
|
)
|
||||||
Net decrease in cash and cash equivalents
|
(23.8
|
)
|
|
(0.2
|
)
|
|
(52.5
|
)
|
|
(14.3
|
)
|
|
—
|
|
|
(90.8
|
)
|
||||||
Cash and cash equivalents - beginning of period
|
27.1
|
|
|
0.5
|
|
|
126.3
|
|
|
136.6
|
|
|
—
|
|
|
290.5
|
|
||||||
Cash and cash equivalents - end of period
|
$
|
3.3
|
|
|
$
|
0.3
|
|
|
$
|
73.8
|
|
|
$
|
122.3
|
|
|
$
|
—
|
|
|
$
|
199.7
|
|
In millions
|
Allegion plc
|
|
Allegion US Holding
|
|
Other Subsidiary Guarantors
|
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||
Net cash provided by (used in) continuing operating activities
|
$
|
105.4
|
|
|
$
|
(847.5
|
)
|
|
$
|
567.2
|
|
|
$
|
1,172.4
|
|
|
$
|
(738.5
|
)
|
|
$
|
259.0
|
|
Net cash used in discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
(3.1
|
)
|
||||||
Net cash provided by (used in) operating activities
|
105.4
|
|
|
(847.5
|
)
|
|
567.2
|
|
|
1,169.3
|
|
|
(738.5
|
)
|
|
255.9
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(41.6
|
)
|
|
(9.9
|
)
|
|
—
|
|
|
(51.5
|
)
|
||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(25.2
|
)
|
|
—
|
|
|
(25.2
|
)
|
||||||
Capital contributions to subsidiaries
|
(975.0
|
)
|
|
(135.0
|
)
|
|
—
|
|
|
(160.7
|
)
|
|
1,270.7
|
|
|
—
|
|
||||||
Proceeds from business disposition, net of cash sold
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
||||||
Other investing activities, net
|
—
|
|
|
—
|
|
|
0.5
|
|
|
40.2
|
|
|
—
|
|
|
40.7
|
|
||||||
Net cash provided by (used in) investing activities
|
(975.0
|
)
|
|
(135.0
|
)
|
|
(41.1
|
)
|
|
(154.4
|
)
|
|
1,270.7
|
|
|
(34.8
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net debt (repayments) proceeds
|
962.8
|
|
|
(1,000.0
|
)
|
|
—
|
|
|
(40.8
|
)
|
|
—
|
|
|
(78.0
|
)
|
||||||
Debt issuance costs
|
(5.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
||||||
Net inter-company proceeds (payments)
|
—
|
|
|
1,822.3
|
|
|
(44.1
|
)
|
|
(1,778.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Capital contributions received
|
—
|
|
|
160.7
|
|
|
7.0
|
|
|
1,103.0
|
|
|
(1,270.7
|
)
|
|
—
|
|
||||||
Dividends paid to shareholders
|
(30.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.0
|
)
|
||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
(441.5
|
)
|
|
(297.0
|
)
|
|
738.5
|
|
|
—
|
|
||||||
Repurchase of ordinary shares
|
(50.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50.3
|
)
|
||||||
Other financing activities, net
|
18.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.6
|
|
||||||
Net cash provided by (used in) financing activities
|
895.3
|
|
|
983.0
|
|
|
(478.6
|
)
|
|
(1,017.5
|
)
|
|
(532.2
|
)
|
|
(150.0
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
25.7
|
|
|
0.5
|
|
|
47.5
|
|
|
(10.6
|
)
|
|
—
|
|
|
63.1
|
|
||||||
Cash and cash equivalents - beginning of period
|
1.4
|
|
|
—
|
|
|
78.8
|
|
|
147.2
|
|
|
—
|
|
|
227.4
|
|
||||||
Cash and cash equivalents - end of period
|
$
|
27.1
|
|
|
$
|
0.5
|
|
|
$
|
126.3
|
|
|
$
|
136.6
|
|
|
$
|
—
|
|
|
$
|
290.5
|
|
In millions
|
Allegion plc
|
|
Allegion US Holding
|
|
Other Subsidiary Guarantors
|
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||
Net cash provided by (used in) continuing operating activities
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
346.8
|
|
|
$
|
(117.6
|
)
|
|
$
|
—
|
|
|
$
|
229.3
|
|
Net cash used in discontinued operating activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|
(5.4
|
)
|
||||||
Net cash provided by (used in) operating activities
|
0.1
|
|
|
—
|
|
|
346.8
|
|
|
(123.0
|
)
|
|
—
|
|
|
223.9
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(12.5
|
)
|
|
(7.7
|
)
|
|
—
|
|
|
(20.2
|
)
|
||||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
4.5
|
|
|
37.2
|
|
|
—
|
|
|
41.7
|
|
||||||
Capital contributions to subsidiaries
|
—
|
|
|
(2,384.7
|
)
|
|
(462.4
|
)
|
|
(5,997.8
|
)
|
|
8,844.9
|
|
|
—
|
|
||||||
Other investing activities, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.2
|
)
|
|
—
|
|
|
(40.2
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(2,384.7
|
)
|
|
(470.4
|
)
|
|
(6,008.5
|
)
|
|
8,844.9
|
|
|
(18.7
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net debt repayments
|
—
|
|
|
1,300.0
|
|
|
—
|
|
|
38.9
|
|
|
—
|
|
|
1,338.9
|
|
||||||
Debt issuance costs
|
—
|
|
|
(29.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.1
|
)
|
||||||
Net inter-company proceeds (payments)
|
—
|
|
|
619.0
|
|
|
(3,746.4
|
)
|
|
3,127.4
|
|
|
—
|
|
|
—
|
|
||||||
Capital contributions received
|
—
|
|
|
1,769.0
|
|
|
4,228.7
|
|
|
2,847.1
|
|
|
(8,844.9
|
)
|
|
—
|
|
||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
||||||
Net transfers to Parent and affiliates
|
—
|
|
|
(1,274.2
|
)
|
|
(281.6
|
)
|
|
(42.5
|
)
|
|
—
|
|
|
(1,598.3
|
)
|
||||||
Other financing activities, net
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||||
Net cash provided by (used in) financing activities
|
1.3
|
|
|
2,384.7
|
|
|
200.7
|
|
|
5,965.7
|
|
|
(8,844.9
|
)
|
|
(292.4
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
||||||
Net decrease in cash and cash equivalents
|
1.4
|
|
|
—
|
|
|
77.1
|
|
|
(168.6
|
)
|
|
—
|
|
|
(90.1
|
)
|
||||||
Cash and cash equivalents - beginning of period
|
—
|
|
|
—
|
|
|
1.7
|
|
|
315.8
|
|
|
—
|
|
|
317.5
|
|
||||||
Cash and cash equivalents - end of period
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
78.8
|
|
|
$
|
147.2
|
|
|
$
|
—
|
|
|
$
|
227.4
|
|
Allowances for Doubtful Accounts:
|
|
||
|
|
||
Balance December 31, 2012
|
$
|
2.8
|
|
Additions charged to costs and expenses
|
1.5
|
|
|
Deductions*
|
(1.9
|
)
|
|
Balance December 31, 2013
|
2.4
|
|
|
Additions charged to costs and expenses
|
2.1
|
|
|
Deductions*
|
(1.1
|
)
|
|
Currency translation
|
(0.2
|
)
|
|
Balance December 31, 2014
|
3.2
|
|
|
Additions charged to costs and expenses
|
1.6
|
|
|
Deductions*
|
(1.5
|
)
|
|
Business acquisitions and divestitures, net
|
0.9
|
|
|
Currency translation
|
(0.4
|
)
|
|
Balance December 31, 2015
|
$
|
3.8
|
|
(*)
|
“Deductions” include accounts and advances written off, less recoveries.
|
1.
|
Base Salary:
Effective on your Employment Date, your base salary will be set at an annual rate of 320,000 Euro, an increase from the 275,000 Euros in the original offer to account for the higher effective tax rate in Italy. Your base salary will be paid in accordance with the
appropriate
local payroll cycle. Your compensation will be reviewed annually by the Compensation Committee to assess your competitiveness to our peer group.
|
2.
|
Annual Incentive:
You will participate in the Annual Incentive Plan (“AIP”) for Allegion. Your annual opportunity is targeted at 60% of your base salary or 165,000 Euro. The actual award that you may receive can range from 0% to 200% of the target amount depending upon your performance and the performance of Allegion. Attached you will find an overview of the 2014 Annual Incentive Plan to help you understand more completely the annual opportunity.
|
3.
|
Stock-Based Awards:
You will be eligible to receive annual equity awards under the Allegion Incentive Stock Plan ("ISP"). Your annual opportunity will have a target value of $300,000 (USD) and for 2014, will be denominated as follows:
|
a.
|
Performance Stock Units (“PSUs”) - 50% of the target value or $150,000
|
b.
|
Stock Options - 25% of the target value or $75,000
|
c.
|
Restricted Stock Units (“RSUs”) - 25% of the target value or $75,000
|
4.
|
Other Benefits
|
a.
|
Temporary Housing - as per our relocation policy
|
b.
|
Company Car - based on local practice
|
c.
|
Financial Counseling - you will be eligible for a tax, estate and financial planning services up to $12,000 annually.
|
d.
|
Tax Assistance - As part of your relocation, you will be provided with additional tax assistance for your first year of employment
|
e.
|
Executive Health Program - you will be eligible to participate in an executive physical examination program in an amount not to exceed $1,500 annually.
|
5.
|
You will be eligible for relocation support as part of the offer. A representative from Cartus will be in touch with you after we receive your acceptance of this offer to explain the program and begin the process.
|
6.
|
Beginning on your Employment Date, you will be eligible for paid vacation, which in your case is 35 days. Vacation days will be earned and accrued on a monthly basis each calendar year.
|
•
|
Power of Attorney Agreement
|
•
|
DO Questionnaire
|
•
|
Overview of Allegion’s annual incentive plan
|
•
|
Overview of Allegion’s long-term incentive plan
|
•
|
Overview of Allegion’s Health & Welfare benefits offered to Italian employees
|
1.
|
Verification of information signed and submitted in connection with the Allegion* employment application and authorization for Release of Personal Data Records Information
|
2.
|
Understanding, agreeing, signing and returning the Proprietary Information agreement and Non-Compete agreement
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings from continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
before income taxes
|
$
|
209.5
|
|
|
$
|
267.4
|
|
|
223.4
|
|
|
$
|
366.7
|
|
|
$
|
362.2
|
|
|
Fixed charges
|
63.6
|
|
|
60.1
|
|
|
22.0
|
|
|
13.3
|
|
|
9.0
|
|
|||||
Total earnings
|
$
|
273.1
|
|
|
$
|
327.5
|
|
|
$
|
245.4
|
|
|
$
|
380.0
|
|
|
$
|
371.2
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense*
|
$
|
52.9
|
|
|
$
|
49.3
|
|
|
$
|
10.2
|
|
|
$
|
1.5
|
|
|
$
|
1.4
|
|
Rentals (one-third of rentals)
|
10.7
|
|
|
10.8
|
|
|
11.8
|
|
|
11.8
|
|
|
7.6
|
|
|||||
Total fixed charges
|
$
|
63.6
|
|
|
$
|
60.1
|
|
|
$
|
22.0
|
|
|
$
|
13.3
|
|
|
$
|
9.0
|
|
Ratio of earnings to fixed charges
|
4.3
|
|
|
5.4
|
|
|
11.2
|
|
|
28.6
|
|
|
41.2
|
|
Subsidiary
|
|
Jurisdiction of Formation
|
A.B.S. - R.I.C.A.
|
|
France
|
Allegion B.V.
|
|
Netherlands
|
Allegion LLC
|
|
Delaware
|
Allegion NV
|
|
Belgium
|
Allegion SA
|
|
Venezuela
|
Allegion (Australia) Pty Limited
|
|
Australia
|
Allegion Canada Inc.
|
|
Canada
|
Allegion Chile SpA
|
|
Chile
|
Allegion Colombia S.A.S.
|
|
Colombia
|
Allegion de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Allegion Deutsche Holding GmbH
|
|
Germany
|
Allegion EMEA BVBA
|
|
Belgium
|
Allegion Emniyet ve Guvenlik Sistemleri Sanayi AS
|
|
Turkey
|
Allegion Finance Inc.
|
|
Delaware
|
Allegion Fu Hsing Limited**
|
|
Hong Kong
|
Allegion Fu Hsing Holdings Limited**
|
|
BVI
|
Allegion German Financing GmbH & Co. KG
|
|
Germany
|
Allegion German Holding I GmbH
|
|
Germany
|
Allegion German Holding II GmbH
|
|
Germany
|
Allegion (Gibraltar) Holding Limited
|
|
Gibraltar
|
Allegion (Hong Kong) Limited
|
|
Hong Kong
|
Allegion Immobilien GmbH
|
|
Germany
|
Allegion India Private Limited
|
|
India
|
Allegion International AG
|
|
Switzerland
|
Allegion Investments (UK) Limited
|
|
United Kingdom
|
Allegion Investments Holding LLC
|
|
Delaware
|
Allegion Irish Holding Company Limited
|
|
Ireland
|
Allegion Irish Holding Company II Ltd
|
|
Ireland
|
Allegion Luxembourg Holding and Financing S.à r.l.
|
|
Luxembourg
|
Allegion Luxembourg Holding II SCS
|
|
Luxembourg
|
Allegion Luxembourg Holding III S.á.r.l
|
|
Luxembourg
|
Allegion Lux Financing I S.à r.l
|
|
Luxembourg
|
Allegion Lux Financing II S.à r.l.
|
|
Luxembourg
|
Allegion (New Zealand) Limited
|
|
New Zealand
|
Allegion Panama, S. de R.L.
|
|
Panama
|
Allegion S&S Holding Company Inc.
|
|
Delaware
|
Allegion S&S Lock Holding Company Inc.
|
|
Delaware
|
Allegion Security Technologies (China) Co. Ltd.
|
|
China
|
Allegion (UK) Limited
|
|
United Kingdom
|
Allegion US Holding Company Inc.
|
|
Delaware
|
AXA Stenman Deutschland GmbH
|
|
Germany
|
AXA Stenman France S.A.S.
|
|
France
|
AXA Stenman Holding B.V.
|
|
Netherlands
|
AXA Stenman Hong Kong Ltd.
|
|
Hong Kong
|
AXA Stenman Industries B.V.
|
|
Netherlands
|
AXA Stenman Nederland B.V
|
|
Netherlands
|
AXA Stenman Poland Sp Z.O.O
|
|
Poland
|
BASTA Group A/S Denmark
|
|
Denmark
|
Beijing Bocom Video Communication Systems Co., Ltd.*
|
|
China
|
Beijing Metal Door Co., Ltd.*
|
|
China
|
Bocom Wincent Technologies Co., Ltd *
|
|
China
|
Bricard S.A.
|
|
France
|
CISA Cerraduras S.A.
|
|
Spain
|
CISA SpA
|
|
Italy
|
D. Purdue & Sons Ltd.
*
|
|
South Africa
|
Dor-O-Matic (Illinois) LLC
|
|
Illinois
|
Dor-o-Matic of Mid Atlantic States, Inc.
|
|
New Jersey
|
Electronic Technologies Corporation USA
|
|
New York
|
Fire and Security Hardware Pty Limited
|
|
Australia
|
Fu Hsing Industrial (Shanghai) Co., Ltd.**
|
|
China
|
Fu Jia Hardware Products (Shanghai) Co., Ltd.**
|
|
China
|
Fu Yang Investment Company Limited
|
|
Taiwan
|
Harrow Industries LLC
|
|
Delaware
|
Harrow Products (Delaware) LLC
|
|
Delaware
|
Harrow Products, LLC
|
|
Delaware
|
iDevices, LLC
|
|
Connecticut
|
Interflex Datensysteme GesmbH
|
|
Austria
|
Interflex Datensysteme GmbH & Co KG
|
|
Germany
|
Milre Systek Co., Ltd
|
|
Republic of Korea
|
Newman Tonks (Overseas Holdings) Limited
|
|
United Kingdom
|
Normbau Beschlage und Ausstattungs GmbH
|
|
Germany
|
Normbau France SAS
|
|
France
|
NT Group Properties Limited
|
|
United Kingdom
|
NT Leamington Limited
|
|
United Kingdom
|
Recognition Systems LLC
|
|
California
|
Schlage de Mexico SA de CV
|
|
Mexico
|
Schlage Lock Company LLC
|
|
Delaware
|
Shanghai Bocom Video Communication System Co. Ltd.
|
|
China
|
SimonsVoss Security Technologies (Asia) Pte. Ltd.
|
|
Singapore
|
SimonsVoss Security Technologies Sdn. Bhd.
|
|
Malaysia
|
SimonsVoss Technologies AB
|
|
Sweden
|
SimonsVoss Technologies BV
|
|
Netherlands
|
SimonsVoss Technologies FZE
|
|
United Arab Emirates
|
SimonsVoss Technologies GmbH
|
|
Germany
|
SimonsVoss Technologies Limited (Hong Kong)
|
|
Hong Kong
|
SimonsVoss Technologies Limited (UK)
|
|
United Kingdom
|
SimonsVoss Technologies SAS
|
|
France
|
Taiwan Fu Hsing Industrial Company*
|
|
Taiwan
|
Von Duprin LLC
|
|
Indiana
|
XceedID Corporation
|
|
Delaware
|
Zero Seal Systems Limited**
|
|
United Kingdom
|
1.
|
I have reviewed the Annual Report on Form 10-K of Allegion plc for the year ended December 31, 2015;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed the Annual Report on Form 10-K of Allegion plc for the year ended December 31, 2015;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|