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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Item 16.
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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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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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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, portable locks 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;
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Our access to and management of key channels in the market critical to delivering our products in an efficient and consistent manner; 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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Allegion Brands
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(listed for each region)
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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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Locks/Locksets/Portable Locks/Key Systems
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Door Closers and Controls/Exit Devices
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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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•
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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 closer;
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CISA, established in 1926, devised the first electronically controlled lock; and
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SimonsVoss, established in 1995, created the first keyless digital transponder.
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Product launch
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Year
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Innovation
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Cast Aluminum Series
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2015
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Cast Aluminum Series closers were specially designed to deliver consistent, dependable, long-term performance while offering high-quality, effective solutions
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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, Control
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2014/2015/2016
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New single and multi family residential electronic locking platforms that provide for keyless entry (Touch), connected locking (Connect), integration with the Apple HomeKit platform (Sense), and multi-family interconnect locking (Control)
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Mobile Key Platform
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2016
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Highly secure, offering facility managers and those in charge of buildings sophisticated access control
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Concealed Vertical Cable System
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2016
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Giving doors that require a vertical exit device the same strength and security in a system that is easy to install and maintain
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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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•
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Locks, locksets, portable locks and key systems
: A broad array of cylindrical 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 egress.
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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 maintenance services.
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Other Accessories
: A variety of additional security and product components, including hinges, door levers, door
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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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Chino, California
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Duzce, Turkey
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Jinshan, China
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Ensenada, Mexico
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Faenza, Italy
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Melbourne, Australia
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Indianapolis, Indiana
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Feuquieres, France
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Sydney, Australia
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Princeton, Illinois
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Monsampolo, Italy
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Security, Colorado
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Muenster, Germany
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Tecate, Mexico
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Osterfeld, Germany
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Tijuana, Mexico
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Renchen, Germany
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McKenzie, Tennessee
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Siewierz, Poland
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Veenendaal, Netherlands
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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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2016
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22%
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26%
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26%
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26%
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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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•
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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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changes in applicable tax regulations and interpretations;
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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 realizing synergies expected to result from acquisitions;
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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;
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dilution of interests of holders of our ordinary shares through the issuance of equity securities or equity-linked securities; and
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difficulty in integrating financial reporting systems and implementing controls, procedures and policies, including disclosure controls and procedures and internal control over financial reporting, appropriate for public companies of our size at companies that, prior the acquisition, had lacked such controls, procedures and policies.
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the jurisdictions in which profits are determined to be earned and taxed;
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the resolution of issues arising from tax audits with various tax authorities;
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changes in the enforcement environment;
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changes in the valuation of our deferred tax assets and liabilities;
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changes in jurisdictional mix of profits;
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changes in tax laws or the interpretation of such tax laws and changes in generally accepted accounting principles;
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changes in foreign tax rates or agreed upon foreign taxable base; and/or
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the repatriation of earnings from outside Ireland for which we have not previously provided for taxes.
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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 set the number of directors and to fill vacancies on our Board of Directors in certain circumstances.
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Ordinary shares
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||||||||||
2016
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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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65.40
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$
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52.95
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$
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0.12
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Second quarter
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69.69
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63.08
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0.12
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Third quarter
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73.49
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65.83
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0.12
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Fourth quarter
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$
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69.95
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$
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61.47
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$
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0.12
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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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$
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68.03
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$
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58.08
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$
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0.10
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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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December 31, 2016
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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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134.67
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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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133.48
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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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131.80
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At and for the years ended December 31,
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2016
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2015
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2014
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2013
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2012
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Net revenues
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$
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2,238.0
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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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Net earnings (loss) attributable to Allegion plc ordinary shareholders:
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Continuing operations (e)
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229.1
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(a)
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154.3
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(b)
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186.3
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(c)
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35.9
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(d)
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224.3
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|||||
Discontinued operations
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—
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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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Total assets
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2,247.4
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2,263.0
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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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|||||
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||||||||||
Total debt
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1,463.8
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1,523.1
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1,264.6
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1,343.9
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5.0
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|||||
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Total Allegion plc shareholders’ equity (deficit)
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113.3
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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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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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2.39
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$
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1.61
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|
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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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Discontinued operations
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—
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|
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(0.01
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)
|
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(0.12
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)
|
|
(0.03
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)
|
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(0.04
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)
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|||||
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Diluted:
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||||||||||
Continuing operations
|
|
$
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2.36
|
|
|
$
|
1.59
|
|
|
$
|
1.92
|
|
|
$
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0.37
|
|
|
$
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2.34
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.12
|
)
|
|
(0.03
|
)
|
|
(0.04
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)
|
|||||
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||||||||||
Dividends declared per ordinary share
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$
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0.48
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|
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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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(a)
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Net earnings from continuing operations for the year ended December 31, 2016 includes $84.4 million of losses related to our previously divested systems integration business.
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(b)
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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 our systems integration business.
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(c)
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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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(d)
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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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(e)
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Net earnings from continuing operations includes $174.5 million and $176.7 million of centrally managed service costs and corporate allocations from Ingersoll Rand for the years ended December 31, 2013 and 2012.
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Acquisitions / Investments
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Divestitures
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Business
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Month
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Business
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Month
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iDevices
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February 2015
|
|
Venezuela
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August 2015
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Zero
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April 2015
|
|
Systems integration
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November 2015
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Brio
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May 2015
|
|
|
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Milre
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July 2015
|
|
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SimonsVoss
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September 2015
|
|
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AXA
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September 2015
|
|
|
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Trelock
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June 2016
|
|
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Dollar amounts in millions, except per share data
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|
2016
|
|
% of
Revenues |
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2015
|
|
% of
Revenues |
|
2014
|
|
% of
Revenues |
|||||||||
Net revenues
|
|
$
|
2,238.0
|
|
|
|
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$
|
2,068.1
|
|
|
|
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$
|
2,118.3
|
|
|
|
|||
Cost of goods sold
|
|
1,252.7
|
|
|
56.0
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%
|
|
1,199.0
|
|
|
58.0
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%
|
|
1,264.6
|
|
|
59.7
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%
|
|||
Selling and administrative expenses
|
|
559.8
|
|
|
25.0
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%
|
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510.5
|
|
|
24.7
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%
|
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527.4
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|
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24.9
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%
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|||
Operating income
|
|
425.5
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|
|
19.0
|
%
|
|
358.6
|
|
|
17.3
|
%
|
|
326.3
|
|
|
15.4
|
%
|
|||
Interest expense
|
|
64.3
|
|
|
|
|
52.9
|
|
|
|
|
53.8
|
|
|
|
||||||
Loss on divestitures
|
|
84.4
|
|
|
|
|
104.2
|
|
|
|
|
—
|
|
|
|
||||||
Other expense (income), net
|
|
(18.2
|
)
|
|
|
|
(7.8
|
)
|
|
|
|
4.6
|
|
|
|
||||||
Earnings before income taxes
|
|
295.0
|
|
|
|
|
209.3
|
|
|
|
|
267.9
|
|
|
|
||||||
Provision for income taxes
|
|
63.8
|
|
|
|
|
54.6
|
|
|
|
|
84.2
|
|
|
|
||||||
Earnings from continuing operations
|
|
231.2
|
|
|
|
|
154.7
|
|
|
|
|
183.7
|
|
|
|
||||||
Discontinued operations, net of tax
|
|
—
|
|
|
|
|
(0.4
|
)
|
|
|
|
(11.1
|
)
|
|
|
||||||
Net earnings
|
|
231.2
|
|
|
|
|
154.3
|
|
|
|
|
172.6
|
|
|
|
||||||
Less: Net earnings (loss) attributable to noncontrolling interests
|
|
2.1
|
|
|
|
|
0.4
|
|
|
|
|
(2.6
|
)
|
|
|
||||||
Net earnings attributable to Allegion plc
|
|
$
|
229.1
|
|
|
|
|
$
|
153.9
|
|
|
|
|
$
|
175.2
|
|
|
|
|||
Diluted net earnings per ordinary share attributable to Allegion plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations
|
|
$
|
2.36
|
|
|
|
|
$
|
1.59
|
|
|
|
|
$
|
1.92
|
|
|
|
|||
Discontinued operations
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(0.12
|
)
|
|
|
||||||
Net earnings
|
|
$
|
2.36
|
|
|
|
|
$
|
1.59
|
|
|
|
|
$
|
1.80
|
|
|
|
Pricing
|
1.0
|
%
|
Volume
|
4.8
|
%
|
Acquisitions / divestitures
|
3.0
|
%
|
Currency exchange rates
|
(0.6
|
)%
|
Total
|
8.2
|
%
|
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
|
(1.3
|
)%
|
Acquisitions / divestitures
|
(0.5
|
)%
|
Investment spending
|
0.2
|
%
|
Currency exchange rates
|
(0.3
|
)%
|
Non-cash inventory impairment
|
(0.2
|
)%
|
Environmental remediation charge
|
0.7
|
%
|
Restructuring / acquisition costs
|
(0.6
|
)%
|
Total
|
(2.0
|
)%
|
Other inflation in excess of productivity
|
0.8
|
%
|
Volume leverage
|
(1.2
|
)%
|
Acquisitions / divestitures
|
0.7
|
%
|
Investment spending
|
0.4
|
%
|
Restructuring / acquisition costs
|
(0.4
|
)%
|
Total
|
0.3
|
%
|
in millions
|
Operating Income
|
|
Operating Margin
|
|||
December 31, 2015
|
$
|
358.6
|
|
|
17.3
|
%
|
Pricing and productivity in excess of inflation
|
13.6
|
|
|
0.5
|
%
|
|
Volume/product mix
|
44.0
|
|
|
1.2
|
%
|
|
Non-cash inventory impairment
|
4.2
|
|
|
0.2
|
%
|
|
Currency exchange rates
|
4.6
|
|
|
0.3
|
%
|
|
Investment spending and other items
|
(12.3
|
)
|
|
(0.6
|
)%
|
|
Acquisitions / divestitures
|
7.3
|
|
|
(0.2
|
)%
|
|
Environmental remediation charge
|
(15.0
|
)
|
|
(0.7
|
)%
|
|
Restructuring / acquisition costs
|
20.5
|
|
|
1.0
|
%
|
|
December 31, 2016
|
$
|
425.5
|
|
|
19.0
|
%
|
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
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
|
$
|
(1.9
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(1.1
|
)
|
Exchange loss
|
|
2.0
|
|
|
4.9
|
|
|
7.6
|
|
|||
Loss (earnings) from equity investments
|
|
(3.6
|
)
|
|
0.3
|
|
|
(0.5
|
)
|
|||
Other
|
|
(14.7
|
)
|
|
(11.5
|
)
|
|
(1.4
|
)
|
|||
Other (income) expense, net
|
|
$
|
(18.2
|
)
|
|
$
|
(7.8
|
)
|
|
$
|
4.6
|
|
in millions
|
2016
|
|
2015
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
Net revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
$
|
1,645.7
|
|
|
$
|
1,558.4
|
|
|
5.6
|
%
|
|
$
|
1,558.4
|
|
|
$
|
1,560.0
|
|
|
(0.1
|
)%
|
EMEIA
|
485.9
|
|
|
386.3
|
|
|
25.8
|
%
|
|
386.3
|
|
|
393.4
|
|
|
(1.8
|
)%
|
||||
Asia Pacific
|
106.4
|
|
|
123.4
|
|
|
(13.8
|
)%
|
|
123.4
|
|
|
164.9
|
|
|
(25.2
|
)%
|
||||
Total
|
$
|
2,238.0
|
|
|
$
|
2,068.1
|
|
|
|
|
$
|
2,068.1
|
|
|
$
|
2,118.3
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
$
|
448.1
|
|
|
$
|
418.0
|
|
|
7.2
|
%
|
|
$
|
418.0
|
|
|
$
|
387.3
|
|
|
7.9
|
%
|
EMEIA
|
35.9
|
|
|
8.6
|
|
|
317.4
|
%
|
|
8.6
|
|
|
4.9
|
|
|
75.5
|
%
|
||||
Asia Pacific
|
6.1
|
|
|
(3.4
|
)
|
|
279.4
|
%
|
|
(3.4
|
)
|
|
2.3
|
|
|
(247.8
|
)%
|
||||
Total
|
$
|
490.1
|
|
|
$
|
423.2
|
|
|
|
|
$
|
423.2
|
|
|
$
|
394.5
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment operating margin
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Americas
|
27.2
|
%
|
|
26.8
|
%
|
|
|
|
26.8
|
%
|
|
24.8
|
%
|
|
|
||||||
EMEIA
|
7.4
|
%
|
|
2.2
|
%
|
|
|
|
2.2
|
%
|
|
1.2
|
%
|
|
|
||||||
Asia Pacific
|
5.7
|
%
|
|
(2.8
|
)%
|
|
|
|
(2.8
|
)%
|
|
1.4
|
%
|
|
|
Pricing
|
0.9
|
%
|
Volume
|
5.6
|
%
|
Acquisitions / divestitures
|
(0.6
|
)%
|
Currency exchange rates
|
(0.3
|
)%
|
Total
|
5.6
|
%
|
in millions
|
Operating Income
|
|
Operating Margin
|
|||
December 31, 2015
|
$
|
418.0
|
|
|
26.8
|
%
|
Pricing and productivity in excess of inflation
|
9.9
|
|
|
0.4
|
%
|
|
Volume/product mix
|
40.2
|
|
|
1.0
|
%
|
|
Non-cash inventory impairment
|
4.2
|
|
|
0.3
|
%
|
|
Currency exchange rates
|
6.5
|
|
|
0.5
|
%
|
|
Investment spending
|
(6.4
|
)
|
|
(0.4
|
)%
|
|
Acquisitions / divestitures
|
(7.4
|
)
|
|
(0.3
|
)%
|
|
Environmental remediation charge
|
(15.0
|
)
|
|
(1.0
|
)%
|
|
Restructuring / acquisition costs
|
(1.9
|
)
|
|
(0.1
|
)%
|
|
December 31, 2016
|
$
|
448.1
|
|
|
27.2
|
%
|
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 costs / acquisition costs
|
(0.1
|
)
|
|
—
|
%
|
|
December 31, 2015
|
$
|
418.0
|
|
|
26.8
|
%
|
in millions
|
Operating Income
|
|
Operating Margin
|
|||
December 31, 2015
|
$
|
8.6
|
|
|
2.2
|
%
|
Pricing and productivity in excess of inflation
|
9.4
|
|
|
1.6
|
%
|
|
Volume/product mix
|
0.2
|
|
|
—
|
%
|
|
Currency exchange rates
|
(1.9
|
)
|
|
(0.5
|
)%
|
|
Investment spending
|
(2.2
|
)
|
|
(0.6
|
)%
|
|
Acquisitions
|
9.0
|
|
|
1.4
|
%
|
|
Restructuring / acquisition costs
|
12.8
|
|
|
3.3
|
%
|
|
December 31, 2016
|
$
|
35.9
|
|
|
7.4
|
%
|
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 costs / acquisition costs
|
(10.6
|
)
|
|
(2.7
|
)%
|
|
December 31, 2015
|
$
|
8.6
|
|
|
2.2
|
%
|
Pricing
|
0.4
|
%
|
Volume
|
7.1
|
%
|
Acquisitions / divestitures
|
(19.7
|
)%
|
Currency exchange rates
|
(1.6
|
)%
|
Total
|
(13.8
|
)%
|
in millions
|
Operating Income
|
|
Operating Margin
|
|||
December 31, 2015
|
$
|
(3.4
|
)
|
|
(2.8
|
)%
|
Inflation in excess of pricing and productivity
|
(0.4
|
)
|
|
(0.1
|
)%
|
|
Volume/product mix
|
3.5
|
|
|
2.8
|
%
|
|
Investment spending
|
(1.1
|
)
|
|
(0.9
|
)%
|
|
Acquisitions / divestitures
|
5.6
|
|
|
5.1
|
%
|
|
Restructuring / acquisition costs
|
1.9
|
|
|
1.6
|
%
|
|
December 31, 2016
|
$
|
6.1
|
|
|
5.7
|
%
|
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 costs / acquisition costs
|
(1.4
|
)
|
|
(0.9
|
)%
|
|
December 31, 2015
|
$
|
(3.4
|
)
|
|
(2.8
|
)%
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash provided by continuing operating activities
|
|
$
|
377.5
|
|
|
$
|
257.4
|
|
|
$
|
259.0
|
|
Cash used in investing activities
|
|
(64.0
|
)
|
|
(533.8
|
)
|
|
(34.8
|
)
|
|||
Cash provided by (used in) financing activities
|
|
$
|
(196.0
|
)
|
|
$
|
195.0
|
|
|
$
|
(150.0
|
)
|
In millions
|
2016
|
|
2015
|
||||
Term Loan A Facility
|
$
|
879.8
|
|
|
$
|
926.7
|
|
5.75% Senior Notes due 2021
|
300.0
|
|
|
300.0
|
|
||
5.875% Senior Notes due 2023
|
300.0
|
|
|
300.0
|
|
||
Other debt, including capital leases, maturing in various amounts through 2024
|
2.3
|
|
|
18.7
|
|
||
Unamortized debt issuance costs, net
|
(18.3
|
)
|
|
(22.3
|
)
|
||
Total debt
|
1,463.8
|
|
|
1,523.1
|
|
||
Less current portion of long term debt
|
48.2
|
|
|
65.6
|
|
||
Total long-term debt
|
$
|
1,415.6
|
|
|
$
|
1,457.5
|
|
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
|
Total
|
||||||||||
Long-term debt (including current maturities)
|
|
$
|
48.2
|
|
|
$
|
140.8
|
|
|
$
|
992.1
|
|
|
$
|
301.0
|
|
|
$
|
1,482.1
|
|
Interest payments on long-term debt
|
|
56.9
|
|
|
109.9
|
|
|
78.4
|
|
|
30.8
|
|
|
276.0
|
|
|||||
Purchase obligations
|
|
106.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106.8
|
|
|||||
Operating leases
|
|
19.8
|
|
|
22.1
|
|
|
8.7
|
|
|
2.2
|
|
|
52.8
|
|
|||||
Total contractual cash obligations
|
|
$
|
231.7
|
|
|
$
|
272.8
|
|
|
$
|
1,079.2
|
|
|
$
|
334.0
|
|
|
$
|
1,917.7
|
|
•
|
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 received. Delivery is not considered to have occurred until the customer has taken title and assumed the risks and rewards of ownership. Service and installation revenue are recognized when earned. In some instances, customer acceptance provisions are included in sales arrangements to give the buyer the ability to ensure the delivered product or service meets the criteria established in the order. In these instances, revenue recognition is deferred until the acceptance terms specified in the arrangement are fulfilled through customer acceptance or a demonstration that established criteria have been satisfied. If uncertainty exists about customer acceptance, revenue is not recognized until acceptance has occurred.
|
•
|
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 17, 2017
, 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
|
|
2016
|
||||||||||||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net revenues
|
|
$
|
502.3
|
|
|
$
|
584.9
|
|
|
$
|
581.1
|
|
|
$
|
569.7
|
|
Cost of goods sold
|
|
286.0
|
|
|
317.5
|
|
|
317.6
|
|
|
331.6
|
|
||||
Operating income
|
|
82.5
|
|
|
124.3
|
|
|
121.5
|
|
|
97.2
|
|
||||
Net earnings
|
|
58.8
|
|
|
95.4
|
|
|
2.0
|
|
|
75.0
|
|
||||
Net earnings attributable to Allegion plc
|
|
57.7
|
|
|
95.0
|
|
|
1.6
|
|
|
74.8
|
|
||||
Earnings per share attributable to Allegion plc ordinary shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.60
|
|
|
$
|
0.99
|
|
|
$
|
0.02
|
|
|
$
|
0.78
|
|
Diluted
|
|
$
|
0.60
|
|
|
$
|
0.98
|
|
|
$
|
0.02
|
|
|
$
|
0.77
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
|
|
|
|
|
|
|
|
(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 Form 8-K filed with the SEC on June 13, 2016 (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
|
|
Incorporated by reference to Exhibit 10.14 to the Company's Form 10-K filed with the SEC on February 26, 2016 (File No. 001-35971).
|
|
|
|
|
|
|
10.15
|
|
|
Jeffrey N. Braun Offer Letter, dated June 13, 2014
|
|
Filed herewith
|
|
|
|
|
|
|
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
|
|
Filed herewith
|
|
|
|
|
|
|
10.23
|
|
|
Form of Stock Option Award Agreement
|
|
Filed herewith
|
|
|
|
|
|
|
10.24
|
|
|
Form of Performance Share Unit Award Agreement
|
|
Filed herewith
|
|
|
|
|
|
|
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, 2016, 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 17, 2017
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ David D. Petratis
|
|
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 17, 2017
|
(David D. Petratis)
|
|
|
|
|
|
|
|
|
|
/s/ Patrick S. Shannon
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 17, 2017
|
(Patrick S. Shannon)
|
|
|
|
|
|
|
|
|
|
/s/ Douglas P. Ranck
|
|
Vice President and Controller (Principal Accounting Officer)
|
|
February 17, 2017
|
(Douglas P. Ranck)
|
|
|
|
|
|
|
|
|
|
/s/ Michael J. Chesser
|
|
Director
|
|
February 17, 2017
|
(Michael J. Chesser)
|
|
|
|
|
|
|
|
|
|
/s/ Carla Cico
|
|
Director
|
|
February 17, 2017
|
(Carla Cico)
|
|
|
|
|
|
|
|
|
|
/s/ Kirk S. Hachigian
|
|
Director
|
|
February 17, 2017
|
(Kirk S. Hachigian)
|
|
|
|
|
|
|
|
|
|
/s/ Dean Schaffer
|
|
Director
|
|
February 17, 2017
|
(Dean Schaffer)
|
|
|
|
|
|
|
|
|
|
/s/ Martin E. Welch III
|
|
Director
|
|
February 17, 2017
|
(Martin E. Welch III)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allegion plc
Consolidated Statements of Comprehensive Income
In millions, except per share amounts
|
||||||||||||
For the years ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
|
$
|
2,238.0
|
|
|
$
|
2,068.1
|
|
|
$
|
2,118.3
|
|
Cost of goods sold
|
|
1,252.7
|
|
|
1,199.0
|
|
|
1,264.6
|
|
|||
Selling and administrative expenses
|
|
559.8
|
|
|
510.5
|
|
|
527.4
|
|
|||
Operating income
|
|
425.5
|
|
|
358.6
|
|
|
326.3
|
|
|||
Interest expense
|
|
64.3
|
|
|
52.9
|
|
|
53.8
|
|
|||
Loss on divestitures
|
|
84.4
|
|
|
104.2
|
|
|
—
|
|
|||
Other (income) expense, net
|
|
(18.2
|
)
|
|
(7.8
|
)
|
|
4.6
|
|
|||
Earnings before income taxes
|
|
295.0
|
|
|
209.3
|
|
|
267.9
|
|
|||
Provision for income taxes
|
|
63.8
|
|
|
54.6
|
|
|
84.2
|
|
|||
Earnings from continuing operations
|
|
231.2
|
|
|
154.7
|
|
|
183.7
|
|
|||
Discontinued operations, net of tax
|
|
—
|
|
|
(0.4
|
)
|
|
(11.1
|
)
|
|||
Net earnings
|
|
231.2
|
|
|
154.3
|
|
|
172.6
|
|
|||
Less: Net earnings (loss) attributable to noncontrolling interests
|
|
2.1
|
|
|
0.4
|
|
|
(2.6
|
)
|
|||
Net earnings attributable to Allegion plc
|
|
$
|
229.1
|
|
|
$
|
153.9
|
|
|
$
|
175.2
|
|
Amounts attributable to Allegion plc ordinary shareholders:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
229.1
|
|
|
$
|
154.3
|
|
|
$
|
186.3
|
|
Discontinued operations
|
|
—
|
|
|
(0.4
|
)
|
|
(11.1
|
)
|
|||
Net earnings
|
|
$
|
229.1
|
|
|
$
|
153.9
|
|
|
$
|
175.2
|
|
Earnings (loss) per share attributable to Allegion plc ordinary shareholders:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
2.39
|
|
|
$
|
1.61
|
|
|
$
|
1.94
|
|
Discontinued operations
|
|
—
|
|
|
(0.01
|
)
|
|
(0.12
|
)
|
|||
Net earnings
|
|
$
|
2.39
|
|
|
$
|
1.60
|
|
|
$
|
1.82
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
2.36
|
|
|
$
|
1.59
|
|
|
$
|
1.92
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
(0.12
|
)
|
|||
Net earnings
|
|
$
|
2.36
|
|
|
$
|
1.59
|
|
|
$
|
1.80
|
|
|
|
|
|
|
|
|
||||||
Dividends declared per ordinary share
|
|
$
|
0.48
|
|
|
$
|
0.40
|
|
|
$
|
0.32
|
|
Allegion plc
Consolidated Statements of Comprehensive Income (continued)
In millions, except per share amounts
|
||||||||||||
For the years ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings
|
|
$
|
231.2
|
|
|
$
|
154.3
|
|
|
$
|
172.6
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
||||||
Currency translation
|
|
(40.7
|
)
|
|
(60.5
|
)
|
|
(66.4
|
)
|
|||
Cash flow hedges and marketable securities:
|
|
|
|
|
|
|
||||||
Unrealized net gains arising during period
|
|
9.7
|
|
|
15.8
|
|
|
2.0
|
|
|||
Net gains reclassified into earnings
|
|
(19.0
|
)
|
|
(17.5
|
)
|
|
(2.5
|
)
|
|||
Tax expense
|
|
(1.3
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Total cash flow hedges and marketable securities, net of tax
|
|
(10.6
|
)
|
|
(1.7
|
)
|
|
(1.0
|
)
|
|||
Pension and OPEB adjustments:
|
|
|
|
|
|
|
||||||
Prior service gains (costs) for the period
|
|
—
|
|
|
(0.1
|
)
|
|
0.3
|
|
|||
Net actuarial gains (losses) for the period
|
|
3.1
|
|
|
(37.6
|
)
|
|
(9.9
|
)
|
|||
Amortization reclassified into earnings
|
|
6.0
|
|
|
5.4
|
|
|
4.3
|
|
|||
Settlements/curtailments reclassified to earnings
|
|
0.3
|
|
|
1.1
|
|
|
—
|
|
|||
Currency translation and other
|
|
14.4
|
|
|
5.0
|
|
|
4.8
|
|
|||
Tax benefit (expense)
|
|
(5.0
|
)
|
|
3.0
|
|
|
15.7
|
|
|||
Total pension and OPEB adjustments, net of tax
|
|
18.8
|
|
|
(23.2
|
)
|
|
15.2
|
|
|||
Other comprehensive loss, net of tax
|
|
(32.5
|
)
|
|
(85.4
|
)
|
|
(52.2
|
)
|
|||
Total comprehensive income, net of tax
|
|
198.7
|
|
|
68.9
|
|
|
120.4
|
|
|||
Less: Total comprehensive income (loss) attributable to noncontrolling interests
|
|
1.7
|
|
|
(0.9
|
)
|
|
(3.3
|
)
|
|||
Total comprehensive income attributable to Allegion plc
|
|
$
|
197.0
|
|
|
$
|
69.8
|
|
|
$
|
123.7
|
|
As of December 31,
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
312.4
|
|
|
$
|
199.7
|
|
Accounts and notes receivable, net
|
|
260.0
|
|
|
303.4
|
|
||
Inventories
|
|
220.6
|
|
|
204.1
|
|
||
Current tax receivable
|
|
11.9
|
|
|
10.5
|
|
||
Other current assets
|
|
22.2
|
|
|
17.4
|
|
||
Assets held for sale
|
|
2.2
|
|
|
—
|
|
||
Total current assets
|
|
829.3
|
|
|
735.1
|
|
||
Property, plant and equipment, net
|
|
226.6
|
|
|
224.8
|
|
||
Goodwill
|
|
716.8
|
|
|
714.1
|
|
||
Intangible assets, net
|
|
357.4
|
|
|
372.4
|
|
||
Deferred and noncurrent income taxes
|
|
72.3
|
|
|
91.9
|
|
||
Other noncurrent assets
|
|
45.0
|
|
|
124.7
|
|
||
Total assets
|
|
$
|
2,247.4
|
|
|
$
|
2,263.0
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
179.9
|
|
|
$
|
175.1
|
|
Accrued compensation and benefits
|
|
81.0
|
|
|
72.4
|
|
||
Accrued expenses and other current liabilities
|
|
117.8
|
|
|
124.9
|
|
||
Current tax payable
|
|
2.7
|
|
|
9.1
|
|
||
Short-term borrowings and current maturities of long-term debt
|
|
48.2
|
|
|
65.6
|
|
||
Total current liabilities
|
|
429.6
|
|
|
447.1
|
|
||
Long-term debt
|
|
1,415.6
|
|
|
1,457.5
|
|
||
Postemployment and other benefit liabilities
|
|
134.5
|
|
|
145.4
|
|
||
Deferred and noncurrent income taxes
|
|
118.7
|
|
|
120.0
|
|
||
Other noncurrent liabilities
|
|
32.6
|
|
|
63.3
|
|
||
Total liabilities
|
|
2,131.0
|
|
|
2,233.3
|
|
||
Equity:
|
|
|
|
|
||||
Allegion plc shareholders’ equity
|
|
|
|
|
||||
Ordinary shares, $0.01 par value (95,273,927 and 95,991,259 shares issued and outstanding at December 31, 2016 and 2015, respectively)
|
|
1.0
|
|
|
1.0
|
|
||
Capital in excess of par value
|
|
—
|
|
|
24.4
|
|
||
Retained earnings
|
|
376.6
|
|
|
232.4
|
|
||
Accumulated other comprehensive loss
|
|
(264.3
|
)
|
|
(232.2
|
)
|
||
Total Allegion plc shareholders’ equity
|
|
113.3
|
|
|
25.6
|
|
||
Noncontrolling interest
|
|
3.1
|
|
|
4.1
|
|
||
Total equity
|
|
116.4
|
|
|
29.7
|
|
||
Total liabilities and equity
|
|
$
|
2,247.4
|
|
|
$
|
2,263.0
|
|
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)
|
|
Non-controlling Interest
|
|||||||||||||||
|
|
Amount
|
|
Shares
|
|
|
|
||||||||||||||||||||
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 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
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(84.0
|
)
|
|
(1.3
|
)
|
||||||
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
|
|
(20.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.0
|
)
|
||||||
Cash dividends declared ($0.40 per share)
|
|
(38.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2015
|
|
29.7
|
|
|
1.0
|
|
|
96.0
|
|
|
24.4
|
|
|
232.4
|
|
|
(232.2
|
)
|
|
4.1
|
|
||||||
Net earnings
|
|
231.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229.1
|
|
|
—
|
|
|
2.1
|
|
||||||
Other comprehensive loss
|
|
(32.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.1
|
)
|
|
(0.4
|
)
|
||||||
Shares issued under incentive stock plans
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of ordinary shares
|
|
(85.1
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
(46.4
|
)
|
|
(38.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Share-based compensation
|
|
16.6
|
|
|
—
|
|
|
0.6
|
|
|
16.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition/divestiture of noncontrolling interest
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Dividends declared to noncontrolling interest
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
||||||
Cash dividends declared ($0.48 per share)
|
|
(46.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2016
|
|
$
|
116.4
|
|
|
$
|
1.0
|
|
|
95.3
|
|
|
$
|
—
|
|
|
$
|
376.6
|
|
|
$
|
(264.3
|
)
|
|
$
|
3.1
|
|
Allegion plc
Consolidated Statements of Cash Flows
In millions
|
||||||||||||
For the years ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
231.2
|
|
|
$
|
154.3
|
|
|
$
|
172.6
|
|
Loss from discontinued operations, net of tax
|
|
—
|
|
|
0.4
|
|
|
11.1
|
|
|||
Adjustments to arrive at net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Write-off of debt issuance costs
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|||
Depreciation and amortization
|
|
66.9
|
|
|
53.2
|
|
|
48.8
|
|
|||
Share based compensation
|
|
16.6
|
|
|
14.6
|
|
|
13.1
|
|
|||
Excess tax benefit from share based awards
|
|
—
|
|
|
(3.3
|
)
|
|
(4.5
|
)
|
|||
Loss on sale of business
|
|
84.4
|
|
|
102.8
|
|
|
—
|
|
|||
Gain on sale of marketable securities
|
|
(12.4
|
)
|
|
(11.0
|
)
|
|
—
|
|
|||
Loss on sale of property, plant and equipment
|
|
1.3
|
|
|
0.9
|
|
|
0.1
|
|
|||
Equity earnings, net of dividends
|
|
(3.2
|
)
|
|
0.3
|
|
|
(0.5
|
)
|
|||
Deferred income taxes
|
|
6.3
|
|
|
(2.0
|
)
|
|
17.2
|
|
|||
Other items
|
|
(7.7
|
)
|
|
(11.3
|
)
|
|
10.9
|
|
|||
Changes in other assets and liabilities
|
|
|
|
|
|
|
||||||
(Increase) decrease in:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
(19.8
|
)
|
|
(13.5
|
)
|
|
(8.0
|
)
|
|||
Inventories
|
|
(15.6
|
)
|
|
(5.8
|
)
|
|
3.4
|
|
|||
Other current and noncurrent assets
|
|
62.0
|
|
|
(5.0
|
)
|
|
(24.2
|
)
|
|||
Increase (decrease) in:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
3.4
|
|
|
(14.7
|
)
|
|
43.4
|
|
|||
Other current and noncurrent liabilities
|
|
(35.9
|
)
|
|
(2.5
|
)
|
|
(28.9
|
)
|
|||
Net cash provided by continuing operating activities
|
|
377.5
|
|
|
257.4
|
|
|
259.0
|
|
|||
Net cash used in discontinued operating activities
|
|
—
|
|
|
(0.4
|
)
|
|
(3.1
|
)
|
|||
Net cash provided by operating activities
|
|
377.5
|
|
|
257.0
|
|
|
255.9
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(42.5
|
)
|
|
(35.2
|
)
|
|
(51.5
|
)
|
|||
Restricted cash
|
|
—
|
|
|
—
|
|
|
40.2
|
|
|||
Acquisition of businesses, net of cash acquired
|
|
(31.4
|
)
|
|
(511.3
|
)
|
|
(25.2
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
|
0.1
|
|
|
0.3
|
|
|
0.5
|
|
|||
Proceeds (payments) related to business dispositions
|
|
(4.3
|
)
|
|
0.1
|
|
|
1.2
|
|
|||
Proceeds from sale of marketable securities
|
|
14.1
|
|
|
12.3
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
$
|
(64.0
|
)
|
|
$
|
(533.8
|
)
|
|
$
|
(34.8
|
)
|
Allegion plc
Consolidated Statements of Cash Flows - (Continued)
In millions
|
||||||||||||
For the years ended December 31,
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Short-term borrowings, net
|
|
$
|
(17.4
|
)
|
|
$
|
18.8
|
|
|
$
|
(22.0
|
)
|
Proceeds from revolving credit facility
|
|
—
|
|
|
400.0
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
|
—
|
|
|
300.0
|
|
|
956.3
|
|
|||
Payments of long-term debt
|
|
(47.0
|
)
|
|
(440.5
|
)
|
|
(1,012.3
|
)
|
|||
Net proceeds (repayments) of debt
|
|
(64.4
|
)
|
|
278.3
|
|
|
(78.0
|
)
|
|||
Debt issuance costs
|
|
(0.3
|
)
|
|
(9.0
|
)
|
|
(5.8
|
)
|
|||
Excess tax benefit from share-based compensation
|
|
—
|
|
|
3.3
|
|
|
4.5
|
|
|||
Dividends paid to ordinary shareholders
|
|
(46.0
|
)
|
|
(38.3
|
)
|
|
(30.0
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
(2.7
|
)
|
|
(20.0
|
)
|
|
(4.5
|
)
|
|||
Repurchase of ordinary shares
|
|
(85.1
|
)
|
|
(30.0
|
)
|
|
(50.3
|
)
|
|||
Proceeds from shares issued under incentive plans
|
|
5.8
|
|
|
11.0
|
|
|
14.1
|
|
|||
Other, net
|
|
(3.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
(196.0
|
)
|
|
195.0
|
|
|
(150.0
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(4.8
|
)
|
|
(9.0
|
)
|
|
(8.0
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
112.7
|
|
|
(90.8
|
)
|
|
63.1
|
|
|||
Cash and cash equivalents – beginning of period
|
|
199.7
|
|
|
290.5
|
|
|
227.4
|
|
|||
Cash and cash equivalents – end of period
|
|
$
|
312.4
|
|
|
$
|
199.7
|
|
|
$
|
290.5
|
|
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
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
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
|
|
In millions
|
|
2016
|
|
2015
|
||||
Raw materials
|
|
$
|
56.7
|
|
|
$
|
58.9
|
|
Work-in-process
|
|
23.6
|
|
|
30.0
|
|
||
Finished goods
|
|
140.3
|
|
|
115.2
|
|
||
Total
|
|
$
|
220.6
|
|
|
$
|
204.1
|
|
In millions
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
14.5
|
|
|
$
|
14.5
|
|
Buildings
|
|
127.6
|
|
|
125.9
|
|
||
Machinery and equipment
|
|
353.6
|
|
|
340.1
|
|
||
Software
|
|
126.5
|
|
|
101.9
|
|
||
Construction in progress
|
|
18.2
|
|
|
34.1
|
|
||
|
|
640.4
|
|
|
616.5
|
|
||
Accumulated depreciation
|
|
(413.8
|
)
|
|
(391.7
|
)
|
||
Total
|
|
$
|
226.6
|
|
|
$
|
224.8
|
|
In millions
|
|
Americas
|
|
EMEIA
|
|
Asia Pacific
|
|
Total
|
||||||||
December 31, 2014 (gross)
|
|
$
|
364.8
|
|
|
$
|
533.0
|
|
|
$
|
72.1
|
|
|
$
|
969.9
|
|
Accumulated impairment *
|
|
—
|
|
|
(478.6
|
)
|
|
(6.9
|
)
|
|
(485.5
|
)
|
||||
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
|
|
||||
Acquisitions
|
|
—
|
|
|
12.5
|
|
|
3.3
|
|
|
15.8
|
|
||||
Currency translation
|
|
0.1
|
|
|
(9.8
|
)
|
|
(3.4
|
)
|
|
(13.1
|
)
|
||||
December 31, 2016 (net)
|
|
$
|
372.9
|
|
|
$
|
257.5
|
|
|
$
|
86.4
|
|
|
$
|
716.8
|
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
In millions
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||||||||
Completed technologies/patents
|
|
$
|
48.0
|
|
|
$
|
(25.3
|
)
|
|
$
|
22.7
|
|
|
$
|
49.0
|
|
|
$
|
(23.1
|
)
|
|
$
|
25.9
|
|
Customer relationships
|
|
278.9
|
|
|
(51.6
|
)
|
|
227.3
|
|
|
278.7
|
|
|
(40.2
|
)
|
|
238.5
|
|
||||||
Trademarks (finite-lived)
|
|
78.5
|
|
|
(37.3
|
)
|
|
41.2
|
|
|
81.2
|
|
|
(35.3
|
)
|
|
45.9
|
|
||||||
Other
|
|
11.0
|
|
|
(9.4
|
)
|
|
1.6
|
|
|
9.0
|
|
|
(9.0
|
)
|
|
—
|
|
||||||
Total finite-lived intangible assets
|
|
416.4
|
|
|
$
|
(123.6
|
)
|
|
292.8
|
|
|
417.9
|
|
|
$
|
(107.6
|
)
|
|
310.3
|
|
||||
Trademarks (indefinite-lived)
|
|
64.6
|
|
|
|
|
64.6
|
|
|
62.1
|
|
|
|
|
62.1
|
|
||||||||
Total
|
|
$
|
481.0
|
|
|
|
|
$
|
357.4
|
|
|
$
|
480.0
|
|
|
|
|
$
|
372.4
|
|
Business
|
|
Date
|
iDevices (investment)
|
|
February 2015
|
Zero International Inc. ("Zero")
|
|
April 2015
|
Brio (Division of RMD Industries Pty Ltd) ("Brio")
|
|
May 2015
|
Milre Systek Co., Ltd ("Milre")
|
|
July 2015
|
SimonsVoss Technologies GmbH ("SimonsVoss")
|
|
September 2015
|
AXA Stenman Holding ("AXA")
|
|
September 2015
|
In millions
|
|
||
Accounts and notes receivable, net
|
$
|
23.3
|
|
Inventories
|
34.8
|
|
|
Other current assets
|
4.2
|
|
|
Property, plant and equipment, net
|
27.2
|
|
|
Goodwill
|
257.5
|
|
|
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
|
(79.7
|
)
|
|
|
$
|
511.3
|
|
|
December 31,
|
||
In millions, except per share amounts
|
2015
|
||
Net revenues
|
$
|
2,170.2
|
|
Net earnings attributable to Allegion plc
|
$
|
167.0
|
|
Basic income per share
|
$
|
1.74
|
|
Diluted income per share
|
$
|
1.72
|
|
|
|
Twelve months ended
|
||||||
In millions
|
|
2016
|
|
2015
|
||||
Net Revenues
|
|
$
|
—
|
|
|
$
|
38.5
|
|
|
|
|
|
|
||||
Loss before income taxes
|
|
$
|
(84.4
|
)
|
|
$
|
(63.4
|
)
|
In millions
|
2016
|
|
2015
|
||||
Term Loan A Facility
|
$
|
879.8
|
|
|
$
|
926.7
|
|
5.75% Senior Notes due 2021
|
300.0
|
|
|
300.0
|
|
||
5.875% Senior Notes due 2023
|
300.0
|
|
|
300.0
|
|
||
Other debt, including capital leases, maturing in various amounts through 2024
|
2.3
|
|
|
18.7
|
|
||
Unamortized debt issuance costs, net
|
(18.3
|
)
|
|
(22.3
|
)
|
||
Total debt
|
1,463.8
|
|
|
1,523.1
|
|
||
Less current portion of long term debt
|
48.2
|
|
|
65.6
|
|
||
Total long-term debt
|
$
|
1,415.6
|
|
|
$
|
1,457.5
|
|
In millions
|
|
||
2017
|
$
|
46.9
|
|
2018
|
46.9
|
|
|
2019
|
93.9
|
|
|
2020
|
692.1
|
|
|
2021
|
300.0
|
|
|
Thereafter
|
300.0
|
|
|
Total
|
$
|
1,479.8
|
|
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||
In millions
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
$
|
0.7
|
|
|
$
|
1.8
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Interest rate swaps
|
|
4.6
|
|
|
—
|
|
|
0.4
|
|
|
1.2
|
|
||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
0.3
|
|
|
1.0
|
|
|
0.2
|
|
|
4.5
|
|
||||
Total derivatives
|
|
$
|
5.6
|
|
|
$
|
2.8
|
|
|
$
|
0.7
|
|
|
$
|
5.7
|
|
|
|
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
|
|
2016
|
|
2015
|
|
2014
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||
Currency derivatives
|
|
$
|
4.2
|
|
|
$
|
6.6
|
|
|
$
|
1.6
|
|
|
Cost of goods sold
|
|
$
|
5.4
|
|
|
$
|
6.5
|
|
|
$
|
2.5
|
|
Interest rate swaps
|
|
5.4
|
|
|
(0.3
|
)
|
|
(0.9
|
)
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
9.6
|
|
|
$
|
6.3
|
|
|
$
|
0.7
|
|
|
|
|
$
|
5.4
|
|
|
$
|
6.5
|
|
|
$
|
2.5
|
|
In millions
|
U.S.
|
|
NON-U.S.
|
||||
2017
|
$
|
14.7
|
|
|
$
|
16.0
|
|
2018
|
16.2
|
|
|
16.0
|
|
||
2019
|
15.6
|
|
|
16.5
|
|
||
2020
|
22.8
|
|
|
17.2
|
|
||
2021
|
18.6
|
|
|
17.8
|
|
||
2022 - 2026
|
$
|
106.4
|
|
|
$
|
99.2
|
|
|
|
NON-U.S.
|
||||||||||
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
|
$
|
3.1
|
|
|
$
|
3.3
|
|
|
$
|
4.6
|
|
Interest cost
|
|
10.7
|
|
|
13.7
|
|
|
17.3
|
|
|||
Expected return on plan assets
|
|
(13.7
|
)
|
|
(17.8
|
)
|
|
(17.3
|
)
|
|||
Net amortization of:
|
|
|
|
|
|
|
||||||
Prior service costs
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Plan net actuarial losses
|
|
2.2
|
|
|
1.4
|
|
|
2.8
|
|
|||
Net periodic pension benefit cost
|
|
2.3
|
|
|
0.6
|
|
|
7.5
|
|
|||
Net curtailment and settlement losses
|
|
0.3
|
|
|
0.2
|
|
|
—
|
|
|||
Net periodic pension benefit cost after net curtailment and settlement losses
|
|
$
|
2.6
|
|
|
$
|
0.8
|
|
|
$
|
7.5
|
|
|
|
Fair value measurements
|
|
|
|
Total
fair value
|
||||||||||||||
In millions
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets measured at NAV
|
|
|||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.6
|
|
Equity mutual funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62.9
|
|
|
62.9
|
|
|||||
Fixed income investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agency obligations
|
|
—
|
|
|
55.2
|
|
|
—
|
|
|
—
|
|
|
55.2
|
|
|||||
Corporate and non-U.S. bonds
(a)
|
|
—
|
|
|
77.6
|
|
|
—
|
|
|
—
|
|
|
77.6
|
|
|||||
|
|
—
|
|
|
132.8
|
|
|
—
|
|
|
—
|
|
|
132.8
|
|
|||||
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
138.4
|
|
|
$
|
—
|
|
|
$
|
62.9
|
|
|
$
|
201.3
|
|
Receivables and payables, net
|
|
|
|
|
|
|
|
|
|
1.1
|
|
|||||||||
Net assets available for benefits
|
|
|
|
|
|
|
|
|
|
$
|
202.4
|
|
(a)
|
Includes state and municipal bonds.
|
|
|
Fair value measurements
|
|
|
|
Total
fair value
|
||||||||||||||
In millions
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets measured at NAV
|
|
|||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
Equity mutual funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56.5
|
|
|
56.5
|
|
|||||
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
|
|
|
$
|
—
|
|
|
$
|
56.5
|
|
|
$
|
191.0
|
|
Receivables and payables, net
|
|
|
|
|
|
|
|
|
|
1.7
|
|
|||||||||
Net assets available for benefits
|
|
|
|
|
|
|
|
|
|
$
|
192.7
|
|
(a)
|
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
|
•
|
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
|
|
$
|
58.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58.9
|
|
Equity mutual funds
|
|
—
|
|
|
107.2
|
|
|
—
|
|
|
107.2
|
|
||||
Corporate and non-U.S. bonds
|
|
—
|
|
|
110.8
|
|
|
—
|
|
|
110.8
|
|
||||
Real estate
(a)
|
|
—
|
|
|
9.7
|
|
|
0.7
|
|
|
10.4
|
|
||||
Other
(b)
|
|
—
|
|
|
64.1
|
|
|
2.0
|
|
|
66.1
|
|
||||
Total assets at fair value
|
|
$
|
58.9
|
|
|
$
|
291.8
|
|
|
$
|
2.7
|
|
|
$
|
353.4
|
|
(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
|
|
$
|
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.
|
In millions
|
|
2016
|
|
2015
|
||||
Change in benefit obligations:
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
12.9
|
|
|
$
|
13.6
|
|
Service cost
|
|
0.1
|
|
|
0.1
|
|
||
Interest cost
|
|
0.4
|
|
|
0.5
|
|
||
Actuarial gains
|
|
(2.9
|
)
|
|
(0.3
|
)
|
||
Benefits paid, net of Medicare Part D subsidy
|
|
(0.8
|
)
|
|
(1.0
|
)
|
||
Benefit obligations at end of year
|
|
$
|
9.7
|
|
|
$
|
12.9
|
|
Funded status:
|
|
|
|
|
||||
Plan assets less than benefit obligations
|
|
$
|
(9.7
|
)
|
|
$
|
(12.9
|
)
|
Amounts included in the balance sheet:
|
|
|
|
|
||||
Accrued compensation and benefits
|
|
(0.9
|
)
|
|
(1.1
|
)
|
||
Postemployment and other benefit liabilities
|
|
(8.8
|
)
|
|
(11.8
|
)
|
||
Total
|
|
$
|
(9.7
|
)
|
|
$
|
(12.9
|
)
|
In millions
|
|
Prior service gains
|
|
Net actuarial losses
|
|
Total
|
||||||
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
|
|
Current year changes recorded to Accumulated other comprehensive loss
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
|||
Amortization reclassified to earnings
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|||
Balance at December 31, 2016
|
|
$
|
2.3
|
|
|
$
|
1.7
|
|
|
$
|
4.0
|
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
|
0.4
|
|
|
0.5
|
|
|
0.5
|
|
|||
Net amortization of:
|
|
|
|
|
|
|
||||||
Prior service gains
|
|
(1.6
|
)
|
|
(1.6
|
)
|
|
(1.6
|
)
|
|||
Net periodic postretirement benefit income
|
|
$
|
(1.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(1.0
|
)
|
Assumptions:
|
|
2016
|
|
2015
|
|
2014
|
|||
Weighted-average discount rate assumption to determine:
|
|
|
|
|
|
|
|||
Benefit obligations at December 31
|
|
3.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
Net periodic benefit cost
|
|
3.5
|
%
|
|
3.5
|
%
|
|
4.0
|
%
|
Assumed health-care cost trend rates at December 31:
|
|
|
|
|
|
|
|||
Current year medical inflation (a)
|
|
—
|
%
|
|
—
|
%
|
|
7.3
|
%
|
Ultimate inflation rate (a)
|
|
—
|
%
|
|
—
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate (a)
|
|
n/a
|
|
|
n/a
|
|
|
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
|
|
||
2017
|
$
|
0.9
|
|
2018
|
1.0
|
|
|
2019
|
1.0
|
|
|
2020
|
0.9
|
|
|
2021
|
0.9
|
|
|
2022 - 2026
|
$
|
3.7
|
|
•
|
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:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
Foreign currency contracts
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||
Total asset recurring fair value measurements
|
$
|
—
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
$
|
5.6
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Interest rate swap
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Deferred compensation plans
|
—
|
|
|
16.8
|
|
|
—
|
|
|
16.8
|
|
||||
Total liability recurring fair value measurements
|
$
|
—
|
|
|
$
|
17.5
|
|
|
$
|
—
|
|
|
$
|
17.5
|
|
Financial instruments not carried at fair value:
|
|
|
|
|
|
|
|
||||||||
Total debt
|
$
|
—
|
|
|
$
|
1,510.6
|
|
|
$
|
—
|
|
|
$
|
1,510.6
|
|
Total financial instruments not carried at fair value
|
$
|
—
|
|
|
$
|
1,510.6
|
|
|
$
|
—
|
|
|
$
|
1,510.6
|
|
|
|||||||||||||||
|
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
|
$
|
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
|
|
•
|
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
$525.0 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, 2015
|
96.0
|
|
Shares issued under incentive plans
|
0.6
|
|
Repurchase of ordinary shares
|
(1.3
|
)
|
December 31, 2016
|
95.3
|
|
In millions
|
|
Cash flow hedges and marketable securities
|
|
Pension and OPEB Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
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 loss, net of tax
|
|
(1.7
|
)
|
|
(23.2
|
)
|
|
(59.1
|
)
|
|
(84.0
|
)
|
||||
December 31, 2015
|
|
$
|
14.0
|
|
|
$
|
(139.3
|
)
|
|
$
|
(106.9
|
)
|
|
$
|
(232.2
|
)
|
Other comprehensive income (loss), net of tax
|
|
(10.6
|
)
|
|
18.8
|
|
|
(40.3
|
)
|
|
(32.1
|
)
|
||||
December 31, 2016
|
|
$
|
3.4
|
|
|
$
|
(120.5
|
)
|
|
$
|
(147.2
|
)
|
|
$
|
(264.3
|
)
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign currency items
|
|
$
|
(0.4
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(0.7
|
)
|
Total other comprehensive loss attributable to noncontrolling interests
|
|
$
|
(0.4
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(0.7
|
)
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
|
$
|
4.1
|
|
|
$
|
3.7
|
|
|
$
|
3.3
|
|
RSUs
|
|
7.7
|
|
|
5.8
|
|
|
6.0
|
|
|||
PSUs
|
|
4.8
|
|
|
5.0
|
|
|
3.9
|
|
|||
Deferred compensation
|
|
0.8
|
|
|
0.3
|
|
|
0.8
|
|
|||
Pre-tax expense
|
|
17.4
|
|
|
14.8
|
|
|
14.0
|
|
|||
Tax benefit
|
|
(5.6
|
)
|
|
(4.4
|
)
|
|
(4.7
|
)
|
|||
Total
|
|
$
|
11.8
|
|
|
$
|
10.4
|
|
|
$
|
9.3
|
|
|
|
2016
|
|
2015
|
||
Dividend yield
|
|
0.83
|
%
|
|
0.69
|
%
|
Volatility
|
|
28.85
|
%
|
|
31.37
|
%
|
Risk-free rate of return
|
|
1.38
|
%
|
|
1.78
|
%
|
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, 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
|
|
|
|
|
|
|||
December 31, 2015
|
|
1,592,167
|
|
|
33.91
|
|
|
|
|
|
|||
Granted
|
|
231,521
|
|
|
57.91
|
|
|
|
|
|
|||
Exercised
|
|
(447,019
|
)
|
|
26.04
|
|
|
|
|
|
|||
Canceled
|
|
(63,599
|
)
|
|
53.40
|
|
|
|
|
|
|||
Outstanding December 31, 2016
|
|
1,313,070
|
|
|
$
|
39.87
|
|
|
$
|
31.7
|
|
|
5.5
|
Exercisable December 31, 2016
|
|
929,677
|
|
|
$
|
32.64
|
|
|
$
|
29.2
|
|
|
4.4
|
(a)
|
The weighted average exercise price of awards 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,
2016
|
|
Weighted-
average
remaining
life (years)
|
|
Weighted-
average
exercise
price
|
|
Number
outstanding at
December 31,
2016
|
|
Weighted-
average
remaining
life (years)
|
|
Weighted-
average
exercise
price
|
|||||||||||||||
$
|
10.01
|
|
|
—
|
|
$
|
20.00
|
|
|
149,389
|
|
|
2.3
|
|
$
|
14.87
|
|
|
149,389
|
|
|
2.3
|
|
|
$
|
14.87
|
|
20.01
|
|
|
—
|
|
30.00
|
|
|
344,376
|
|
|
2.8
|
|
25.93
|
|
|
344,376
|
|
|
2.8
|
|
|
25.93
|
|
||||
30.01
|
|
|
—
|
|
40.00
|
|
|
139,747
|
|
|
5.0
|
|
32.31
|
|
|
139,747
|
|
|
5.0
|
|
|
32.31
|
|
||||
40.01
|
|
|
—
|
|
50.00
|
|
|
145,062
|
|
|
7.0
|
|
43.37
|
|
|
145,062
|
|
|
7.0
|
|
|
43.37
|
|
||||
50.01
|
|
|
—
|
|
60.00
|
|
|
533,234
|
|
|
8.0
|
|
56.84
|
|
|
151,103
|
|
|
6.8
|
|
|
55.49
|
|
||||
60.01
|
|
|
—
|
|
70.00
|
|
|
631
|
|
|
9.8
|
|
63.93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
$
|
70.01
|
|
|
—
|
|
$
|
80.00
|
|
|
631
|
|
|
9.6
|
|
72.12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
1,313,070
|
|
|
5.6
|
|
$
|
39.87
|
|
|
929,677
|
|
|
4.4
|
|
|
$
|
32.64
|
|
|
|
RSUs
|
|
Weighted-
average grant
date fair value (a)
|
|||
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
|
|
|
Granted
|
|
123,299
|
|
|
59.49
|
|
|
Vested
|
|
(220,854
|
)
|
|
45.83
|
|
|
Canceled
|
|
(41,741
|
)
|
|
52.40
|
|
|
Outstanding and unvested at December 31, 2016
|
|
205,634
|
|
|
$
|
58.99
|
|
(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, 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
|
|
|
Granted
|
|
94,201
|
|
|
64.83
|
|
|
Vested
|
|
(64,979
|
)
|
|
72.69
|
|
|
Forfeited
|
|
(21,661
|
)
|
|
57.07
|
|
|
Outstanding and unvested at December 31, 2016
|
|
209,604
|
|
|
$
|
56.02
|
|
(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.
|
|
Twelve months ended
|
||||||
In millions
|
2016
|
|
2015
|
||||
EMEIA
|
$
|
0.9
|
|
|
$
|
14.7
|
|
Total
|
$
|
0.9
|
|
|
$
|
14.7
|
|
|
|
|
|
||||
Cost of goods sold
|
$
|
0.3
|
|
|
$
|
13.6
|
|
Selling and administrative expenses
|
0.6
|
|
|
1.1
|
|
||
Total
|
$
|
0.9
|
|
|
$
|
14.7
|
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Americas
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
EMEIA
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|||
Asia Pacific
|
|
0.2
|
|
|
0.4
|
|
|
—
|
|
|||
Total
|
|
$
|
2.2
|
|
|
$
|
0.4
|
|
|
$
|
7.1
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
Selling and administrative expenses
|
|
1.6
|
|
|
0.4
|
|
|
5.7
|
|
|||
Total
|
|
$
|
2.2
|
|
|
$
|
0.4
|
|
|
$
|
7.1
|
|
In millions
|
|
Americas
|
|
EMEIA
|
|
Asia Pacific
|
|
Total
|
||||||||
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
|
|
||||
Additions
|
|
2.0
|
|
|
0.9
|
|
|
0.2
|
|
|
3.1
|
|
||||
Cash and non-cash uses
|
|
(1.7
|
)
|
|
(7.5
|
)
|
|
(0.4
|
)
|
|
(9.6
|
)
|
||||
Currency translation
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||
December 31, 2016
|
|
$
|
0.3
|
|
|
$
|
3.2
|
|
|
$
|
—
|
|
|
$
|
3.5
|
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
|
$
|
(1.9
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(1.1
|
)
|
Exchange loss
|
|
2.0
|
|
|
4.9
|
|
|
7.6
|
|
|||
(Earnings) loss from equity investments
|
|
(3.6
|
)
|
|
0.3
|
|
|
(0.5
|
)
|
|||
Other
|
|
(14.7
|
)
|
|
(11.5
|
)
|
|
(1.4
|
)
|
|||
Other (income) expense, net
|
|
$
|
(18.2
|
)
|
|
$
|
(7.8
|
)
|
|
$
|
4.6
|
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
129.9
|
|
|
$
|
123.1
|
|
|
$
|
162.2
|
|
Non-U.S.
|
|
165.1
|
|
|
86.2
|
|
|
105.7
|
|
|||
Total
|
|
$
|
295.0
|
|
|
$
|
209.3
|
|
|
$
|
267.9
|
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current tax expense:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
43.8
|
|
|
$
|
53.4
|
|
|
$
|
52.9
|
|
Non-U.S.
|
|
13.8
|
|
|
3.5
|
|
|
14.1
|
|
|||
Total:
|
|
57.6
|
|
|
56.9
|
|
|
67.0
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
14.4
|
|
|
2.1
|
|
|
15.6
|
|
|||
Non-U.S.
|
|
(8.2
|
)
|
|
(4.4
|
)
|
|
1.6
|
|
|||
Total:
|
|
6.2
|
|
|
(2.3
|
)
|
|
17.2
|
|
|||
Total tax expense (benefit):
|
|
|
|
|
|
|
||||||
United States
|
|
58.2
|
|
|
55.5
|
|
|
68.5
|
|
|||
Non-U.S.
|
|
5.6
|
|
|
(0.9
|
)
|
|
15.7
|
|
|||
Total
|
|
$
|
63.8
|
|
|
$
|
54.6
|
|
|
$
|
84.2
|
|
|
|
Percent of pretax income
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Statutory U.S. rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in rates resulting from:
|
|
|
|
|
|
|
|||
Non-U.S. tax rate differential (1)
|
|
(17.4
|
)
|
|
(11.1
|
)
|
|
(9.6
|
)
|
State and local income taxes (1)
|
|
2.0
|
|
|
2.8
|
|
|
3.0
|
|
Reserves for uncertain tax positions
|
|
2.0
|
|
|
(3.4
|
)
|
|
(2.1
|
)
|
Tax on unremitted earnings
|
|
1.2
|
|
|
1.5
|
|
|
0.3
|
|
Tax on remitted earnings
|
|
—
|
|
|
—
|
|
|
2.5
|
|
Venezuela devaluation
|
|
—
|
|
|
0.9
|
|
|
4.0
|
|
Production incentives
|
|
(0.6
|
)
|
|
(1.0
|
)
|
|
(2.4
|
)
|
Other adjustments
|
|
(0.6
|
)
|
|
1.4
|
|
|
0.7
|
|
Effective tax rate
|
|
21.6
|
%
|
|
26.1
|
%
|
|
31.4
|
%
|
(1)
|
Net of changes in valuation allowances
|
In millions
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Inventory and accounts receivable
|
|
$
|
18.3
|
|
|
$
|
10.2
|
|
Fixed assets and intangibles
|
|
2.0
|
|
|
14.5
|
|
||
Postemployment and other benefit liabilities
|
|
42.0
|
|
|
65.5
|
|
||
Other reserves and accruals
|
|
16.0
|
|
|
12.7
|
|
||
Net operating losses, tax credits and other carryforwards
|
|
227.1
|
|
|
133.4
|
|
||
Investment and other asset basis differences
|
|
—
|
|
|
1.1
|
|
||
Other
|
|
5.3
|
|
|
6.2
|
|
||
Gross deferred tax assets
|
|
310.7
|
|
|
243.6
|
|
||
Less: deferred tax valuation allowances
|
|
(225.5
|
)
|
|
(133.3
|
)
|
||
Deferred tax assets net of valuation allowances
|
|
$
|
85.2
|
|
|
$
|
110.3
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Fixed assets and intangibles
|
|
$
|
(90.6
|
)
|
|
$
|
(96.7
|
)
|
Unremitted earnings of foreign subsidiaries
|
|
(4.2
|
)
|
|
(3.9
|
)
|
||
Other
|
|
(6.0
|
)
|
|
(6.7
|
)
|
||
Gross deferred tax liabilities
|
|
(100.8
|
)
|
|
(107.3
|
)
|
||
Net deferred tax (liabilities) assets
|
|
$
|
(15.6
|
)
|
|
$
|
3.0
|
|
In millions
|
|
Amount
|
|
Expiration
Period
|
||
U.S. Federal tax loss carryforwards
|
|
$
|
15.1
|
|
|
2027 & 2028
|
U.S. Federal and State credit carryforwards
|
|
22.7
|
|
|
2024-Unlimited
|
|
U.S. State tax loss carryforwards
|
|
26.6
|
|
|
2017-2037
|
|
Non-U.S. tax loss carryforwards
|
|
$
|
706.2
|
|
|
2018-Unlimited
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
|
$
|
133.3
|
|
|
$
|
50.8
|
|
|
$
|
46.9
|
|
Increase to valuation allowance
|
|
109.0
|
|
|
82.2
|
|
|
28.0
|
|
|||
Decrease to valuation allowance
|
|
(13.9
|
)
|
|
(3.0
|
)
|
|
(15.8
|
)
|
|||
Foreign exchange translation
|
|
(3.3
|
)
|
|
(1.6
|
)
|
|
(1.7
|
)
|
|||
Accumulated other comprehensive income (loss)
|
|
0.4
|
|
|
4.9
|
|
|
(6.6
|
)
|
|||
Ending balance
|
|
$
|
225.5
|
|
|
$
|
133.3
|
|
|
$
|
50.8
|
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
|
$
|
23.8
|
|
|
$
|
25.4
|
|
|
$
|
40.6
|
|
Additions based on tax positions related to the current year
|
|
9.1
|
|
|
3.9
|
|
|
3.1
|
|
|||
Additions based on tax positions related to prior years
|
|
7.1
|
|
|
1.6
|
|
|
11.8
|
|
|||
Reductions based on tax positions related to prior years
|
|
(5.5
|
)
|
|
(3.0
|
)
|
|
(23.9
|
)
|
|||
Reductions related to settlements with tax authorities
|
|
(0.6
|
)
|
|
—
|
|
|
(0.7
|
)
|
|||
Reductions related to lapses of statute of limitations
|
|
(0.9
|
)
|
|
(1.4
|
)
|
|
(2.7
|
)
|
|||
Translation (gain)/loss
|
|
(1.0
|
)
|
|
(2.7
|
)
|
|
(2.8
|
)
|
|||
Ending balance
|
|
$
|
32.0
|
|
|
$
|
23.8
|
|
|
$
|
25.4
|
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
|||
Weighted-average number of basic shares
|
|
95.8
|
|
|
95.9
|
|
|
96.1
|
|
Shares issuable under incentive stock plans
|
|
1.1
|
|
|
1.0
|
|
|
1.1
|
|
Weighted-average number of diluted shares
|
|
96.9
|
|
|
96.9
|
|
|
97.2
|
|
In millions
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of period
|
$
|
11.7
|
|
|
$
|
9.8
|
|
|
$
|
9.4
|
|
Reductions for payments
|
(6.5
|
)
|
|
(5.4
|
)
|
|
(4.9
|
)
|
|||
Accruals for warranties issued during the current period
|
8.1
|
|
|
7.1
|
|
|
6.1
|
|
|||
Changes to accruals related to preexisting warranties
|
0.2
|
|
|
0.5
|
|
|
(0.6
|
)
|
|||
Translation
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|||
Balance at end of period
|
$
|
13.3
|
|
|
$
|
11.7
|
|
|
$
|
9.8
|
|
Dollar amounts in millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Americas
|
|
|
|
|
|
|
||||||
Net revenues
|
|
$
|
1,645.7
|
|
|
$
|
1,558.4
|
|
|
$
|
1,560.0
|
|
Segment operating income
|
|
448.1
|
|
|
418.0
|
|
|
387.3
|
|
|||
Segment operating margin
|
|
27.2
|
%
|
|
26.8
|
%
|
|
24.8
|
%
|
|||
Depreciation and amortization
|
|
26.4
|
|
|
26.4
|
|
|
24.8
|
|
|||
Capital expenditures
|
|
21.5
|
|
|
18.9
|
|
|
23.6
|
|
|||
Total segment assets
|
|
852.7
|
|
|
806.1
|
|
|
990.7
|
|
|||
|
|
|
|
|
|
|
||||||
EMEIA
|
|
|
|
|
|
|
||||||
Net revenues
|
|
485.9
|
|
|
386.3
|
|
|
393.4
|
|
|||
Segment operating income
|
|
35.9
|
|
|
8.6
|
|
|
4.9
|
|
|||
Segment operating margin
|
|
7.4
|
%
|
|
2.2
|
%
|
|
1.2
|
%
|
|||
Depreciation and amortization
|
|
27.6
|
|
|
17.2
|
|
|
16.4
|
|
|||
Capital expenditures
|
|
13.6
|
|
|
5.6
|
|
|
4.9
|
|
|||
Total segment assets
|
|
886.2
|
|
|
899.4
|
|
|
457.7
|
|
|||
|
|
|
|
|
|
|
||||||
Asia Pacific
|
|
|
|
|
|
|
||||||
Net revenues
|
|
106.4
|
|
|
123.4
|
|
|
164.9
|
|
|||
Segment operating income (loss)
|
|
6.1
|
|
|
(3.4
|
)
|
|
2.3
|
|
|||
Segment operating margin
|
|
5.7
|
%
|
|
(2.8
|
)%
|
|
1.4
|
%
|
|||
Depreciation and amortization
|
|
2.4
|
|
|
2.1
|
|
|
1.1
|
|
|||
Capital expenditures
|
|
1.1
|
|
|
2.0
|
|
|
1.5
|
|
|||
Total segment assets
|
|
177.4
|
|
|
237.1
|
|
|
442.2
|
|
|||
|
|
|
|
|
|
|
||||||
Total net revenues
|
|
$
|
2,238.0
|
|
|
$
|
2,068.1
|
|
|
$
|
2,118.3
|
|
|
|
|
|
|
|
|
||||||
Reconciliation to earnings before income taxes
|
|
|
|
|
|
|
||||||
Segment operating income from reportable segments
|
|
$
|
490.1
|
|
|
$
|
423.2
|
|
|
$
|
394.5
|
|
Unallocated corporate expense
|
|
64.6
|
|
|
64.6
|
|
|
68.2
|
|
|||
Interest expense
|
|
64.3
|
|
|
52.9
|
|
|
53.8
|
|
|||
Loss on divestitures
|
|
84.4
|
|
|
104.2
|
|
|
—
|
|
|||
Other expense (income), net
|
|
(18.2
|
)
|
|
(7.8
|
)
|
|
4.6
|
|
|||
Total earnings before income taxes
|
|
$
|
295.0
|
|
|
$
|
209.3
|
|
|
$
|
267.9
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization from reportable segments
|
|
$
|
56.4
|
|
|
$
|
45.7
|
|
|
$
|
42.3
|
|
Unallocated depreciation and amortization
|
|
5.0
|
|
|
3.1
|
|
|
1.9
|
|
|||
Total depreciation and amortization
|
|
$
|
61.4
|
|
|
$
|
48.8
|
|
|
$
|
44.2
|
|
Capital expenditures from reportable segments
|
|
$
|
36.2
|
|
|
$
|
26.5
|
|
|
$
|
30.0
|
|
Corporate capital expenditures
|
|
6.3
|
|
|
8.7
|
|
|
21.5
|
|
|||
Total capital expenditures
|
|
$
|
42.5
|
|
|
$
|
35.2
|
|
|
$
|
51.5
|
|
Assets from reportable segments
|
|
$
|
1,916.3
|
|
|
$
|
1,942.6
|
|
|
$
|
1,890.6
|
|
Unallocated assets (a)
|
|
331.1
|
|
|
320.4
|
|
|
125.3
|
|
|||
Total assets
|
|
$
|
2,247.4
|
|
|
$
|
2,263.0
|
|
|
$
|
2,015.9
|
|
(a)
|
Unallocated assets consists of debt issuance costs, deferred income tax balances and cash.
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,531.2
|
|
|
$
|
1,425.1
|
|
|
$
|
1,332.0
|
|
Non-U.S.
|
|
706.8
|
|
|
643.0
|
|
|
786.3
|
|
|||
Total
|
|
$
|
2,238.0
|
|
|
$
|
2,068.1
|
|
|
$
|
2,118.3
|
|
In millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Mechanical products
|
|
$
|
1,793.1
|
|
|
$
|
1,661.4
|
|
|
$
|
1,685.0
|
|
All other
|
|
444.9
|
|
|
406.7
|
|
|
433.3
|
|
|||
Total
|
|
$
|
2,238.0
|
|
|
$
|
2,068.1
|
|
|
$
|
2,118.3
|
|
In millions
|
|
2016
|
|
2015
|
||||
Long-lived assets
|
|
|
|
|
||||
United States
|
|
$
|
117.1
|
|
|
$
|
134.9
|
|
Non-U.S.
|
|
402.3
|
|
|
400.2
|
|
||
Total
|
|
$
|
519.4
|
|
|
$
|
535.1
|
|
In millions
|
Allegion plc
|
|
Allegion US Holding
|
|
Other Subsidiary Guarantors
|
|
Other
Subsidiaries
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,589.3
|
|
|
$
|
1,081.4
|
|
|
$
|
(432.7
|
)
|
|
$
|
2,238.0
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
|
918.7
|
|
|
766.7
|
|
|
(432.7
|
)
|
|
1,252.7
|
|
||||||
Selling and administrative expenses
|
4.7
|
|
|
—
|
|
|
331.3
|
|
|
223.8
|
|
|
—
|
|
|
559.8
|
|
||||||
Operating income (loss)
|
(4.7
|
)
|
|
—
|
|
|
339.3
|
|
|
90.9
|
|
|
—
|
|
|
425.5
|
|
||||||
Equity earnings (loss) in affiliates, net of tax
|
277.4
|
|
|
148.3
|
|
|
0.3
|
|
|
306.6
|
|
|
(732.6
|
)
|
|
—
|
|
||||||
Interest expense
|
43.5
|
|
|
20.2
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
64.3
|
|
||||||
Intercompany interest and fees
|
(0.4
|
)
|
|
97.9
|
|
|
(147.2
|
)
|
|
49.7
|
|
|
—
|
|
|
—
|
|
||||||
Loss on divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
84.4
|
|
|
—
|
|
|
84.4
|
|
||||||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
(19.4
|
)
|
|
1.2
|
|
|
—
|
|
|
(18.2
|
)
|
||||||
Earnings (loss) before income taxes
|
229.6
|
|
|
30.2
|
|
|
506.2
|
|
|
261.6
|
|
|
(732.6
|
)
|
|
295.0
|
|
||||||
Provision (benefit) for income taxes
|
0.5
|
|
|
(45.5
|
)
|
|
199.4
|
|
|
(90.6
|
)
|
|
—
|
|
|
63.8
|
|
||||||
Net earnings (loss)
|
229.1
|
|
|
75.7
|
|
|
306.8
|
|
|
352.2
|
|
|
(732.6
|
)
|
|
231.2
|
|
||||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
||||||
Net earnings (loss) attributable to Allegion plc
|
$
|
229.1
|
|
|
$
|
75.7
|
|
|
$
|
306.8
|
|
|
$
|
350.1
|
|
|
$
|
(732.6
|
)
|
|
$
|
229.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive income (loss)
|
$
|
197.0
|
|
|
$
|
79.4
|
|
|
$
|
313.8
|
|
|
$
|
306.9
|
|
|
$
|
(698.4
|
)
|
|
$
|
198.7
|
|
Less: Total comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
1.7
|
|
||||||
Total comprehensive income (loss) attributable to Allegion plc
|
$
|
197.0
|
|
|
$
|
79.4
|
|
|
$
|
313.8
|
|
|
$
|
305.2
|
|
|
$
|
(698.4
|
)
|
|
$
|
197.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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 (income) expense, 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 (income) expense, 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
|
||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
166.0
|
|
|
$
|
145.8
|
|
|
$
|
—
|
|
|
$
|
312.4
|
|
Accounts and notes receivable, net
|
—
|
|
|
—
|
|
|
140.0
|
|
|
120.0
|
|
|
—
|
|
|
260.0
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
77.6
|
|
|
143.0
|
|
|
—
|
|
|
220.6
|
|
||||||
Other current assets
|
0.4
|
|
|
49.7
|
|
|
9.4
|
|
|
142.9
|
|
|
(168.3
|
)
|
|
34.1
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
||||||
Accounts and notes receivable affiliates
|
—
|
|
|
331.6
|
|
|
395.0
|
|
|
320.6
|
|
|
(1,047.2
|
)
|
|
—
|
|
||||||
Total current assets
|
0.9
|
|
|
381.4
|
|
|
788.0
|
|
|
874.5
|
|
|
(1,215.5
|
)
|
|
829.3
|
|
||||||
Investment in affiliates
|
1,229.4
|
|
|
2,814.1
|
|
|
193.4
|
|
|
3,422.6
|
|
|
(7,659.5
|
)
|
|
—
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
122.0
|
|
|
104.6
|
|
|
—
|
|
|
226.6
|
|
||||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
180.8
|
|
|
893.4
|
|
|
—
|
|
|
1,074.2
|
|
||||||
Notes receivable affiliates
|
53.2
|
|
|
1,149.8
|
|
|
3,444.7
|
|
|
1,679.8
|
|
|
(6,327.5
|
)
|
|
—
|
|
||||||
Other noncurrent assets
|
5.4
|
|
|
14.8
|
|
|
61.9
|
|
|
35.2
|
|
|
—
|
|
|
117.3
|
|
||||||
Total assets
|
$
|
1,288.9
|
|
|
$
|
4,360.1
|
|
|
$
|
4,790.8
|
|
|
$
|
7,010.1
|
|
|
$
|
(15,202.5
|
)
|
|
$
|
2,247.4
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable and accruals
|
$
|
7.0
|
|
|
$
|
4.7
|
|
|
$
|
353.2
|
|
|
$
|
184.8
|
|
|
$
|
(168.3
|
)
|
|
$
|
381.4
|
|
Short-term borrowings and current maturities of long-term debt
|
46.9
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
48.2
|
|
||||||
Accounts and note payable affiliates
|
0.4
|
|
|
36.4
|
|
|
629.6
|
|
|
380.8
|
|
|
(1,047.2
|
)
|
|
—
|
|
||||||
Total current liabilities
|
54.3
|
|
|
41.1
|
|
|
982.8
|
|
|
566.9
|
|
|
(1,215.5
|
)
|
|
429.6
|
|
||||||
Long-term debt
|
1,120.2
|
|
|
294.4
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1,415.6
|
|
||||||
Note payable affiliate
|
—
|
|
|
2,690.7
|
|
|
53.3
|
|
|
3,583.5
|
|
|
(6,327.5
|
)
|
|
—
|
|
||||||
Other noncurrent liabilities
|
1.1
|
|
|
—
|
|
|
138.7
|
|
|
146.0
|
|
|
—
|
|
|
285.8
|
|
||||||
Total liabilities
|
1,175.6
|
|
|
3,026.2
|
|
|
1,174.8
|
|
|
4,297.4
|
|
|
(7,543.0
|
)
|
|
2,131.0
|
|
||||||
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total shareholders equity (deficit)
|
113.3
|
|
|
1,333.9
|
|
|
3,616.0
|
|
|
2,709.6
|
|
|
(7,659.5
|
)
|
|
113.3
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
||||||
Total equity (deficit)
|
113.3
|
|
|
1,333.9
|
|
|
3,616.0
|
|
|
2,712.7
|
|
|
(7,659.5
|
)
|
|
116.4
|
|
||||||
Total liabilities and equity
|
$
|
1,288.9
|
|
|
$
|
4,360.1
|
|
|
$
|
4,790.8
|
|
|
$
|
7,010.1
|
|
|
$
|
(15,202.5
|
)
|
|
$
|
2,247.4
|
|
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
|
|
||||||
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
|
10.8
|
|
|
1.5
|
|
|
82.1
|
|
|
122.2
|
|
|
—
|
|
|
216.6
|
|
||||||
Total assets
|
$
|
1,249.4
|
|
|
$
|
4,548.5
|
|
|
$
|
4,841.8
|
|
|
$
|
8,189.8
|
|
|
$
|
(16,566.5
|
)
|
|
$
|
2,263.0
|
|
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
|
|
||||||
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
|
1,168.4
|
|
|
289.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,457.5
|
|
||||||
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
|
1,223.8
|
|
|
3,102.9
|
|
|
1,117.9
|
|
|
4,514.5
|
|
|
(7,725.8
|
)
|
|
2,233.3
|
|
||||||
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
|
$
|
1,249.4
|
|
|
$
|
4,548.5
|
|
|
$
|
4,841.8
|
|
|
$
|
8,189.8
|
|
|
$
|
(16,566.5
|
)
|
|
$
|
2,263.0
|
|
In millions
|
Allegion plc
|
|
Allegion US Holding
|
|
Other Subsidiary Guarantors
|
|
Other
Subsidiaries |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(25.6
|
)
|
|
$
|
34.1
|
|
|
$
|
584.7
|
|
|
$
|
631.5
|
|
|
$
|
(847.2
|
)
|
|
$
|
377.5
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(19.4
|
)
|
|
(23.1
|
)
|
|
—
|
|
|
(42.5
|
)
|
||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(31.4
|
)
|
|
—
|
|
|
(31.4
|
)
|
||||||
Proceeds from sales and maturities of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
14.1
|
|
|
—
|
|
|
14.1
|
|
||||||
Proceeds (payments) related to business dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
(4.3
|
)
|
||||||
Other investing activities, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(19.4
|
)
|
|
(44.6
|
)
|
|
—
|
|
|
(64.0
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net debt repayments
|
(47.0
|
)
|
|
—
|
|
|
—
|
|
|
(17.4
|
)
|
|
—
|
|
|
(64.4
|
)
|
||||||
Debt issuance costs
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||
Net inter-company proceeds (payments)
|
195.4
|
|
|
(34.3
|
)
|
|
214.9
|
|
|
(376.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Dividends paid to shareholders
|
(46.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46.0
|
)
|
||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
||||||
Dividends paid
|
—
|
|
|
—
|
|
|
(688.0
|
)
|
|
(159.2
|
)
|
|
847.2
|
|
|
—
|
|
||||||
Repurchase of ordinary shares
|
(85.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85.1
|
)
|
||||||
Other financing activities, net
|
5.8
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
2.5
|
|
||||||
Net cash provided by (used in) financing activities
|
22.8
|
|
|
(34.3
|
)
|
|
(473.1
|
)
|
|
(558.6
|
)
|
|
847.2
|
|
|
(196.0
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
|
(4.8
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(2.8
|
)
|
|
(0.2
|
)
|
|
92.2
|
|
|
23.5
|
|
|
—
|
|
|
112.7
|
|
||||||
Cash and cash equivalents - beginning of period
|
3.3
|
|
|
0.3
|
|
|
73.8
|
|
|
122.3
|
|
|
—
|
|
|
199.7
|
|
||||||
Cash and cash equivalents - end of period
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
166.0
|
|
|
$
|
145.8
|
|
|
$
|
—
|
|
|
$
|
312.4
|
|
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
|
|
Allowances for Doubtful Accounts:
|
|
||
|
|
||
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
|
|
|
Additions charged to costs and expenses
|
0.1
|
|
|
Deductions*
|
(1.1
|
)
|
|
Business acquisitions and divestitures, net
|
—
|
|
|
Currency translation
|
(0.1
|
)
|
|
Balance December 31, 2016
|
$
|
2.7
|
|
(*)
|
"Deductions" include accounts and advances written off, less recoveries.
|
1.
|
Your new annual base salary will be set at an annual rate of $290,000 effective June 11, 2014. Due to the current HR system freeze, this will be initiated after July 1 and you will receive retro-active payment of the salary owed to you between June 11 and when the change in salary is initiated.
|
2.
|
Your annual incentive award opportunity under the Allegion Annual Incentive Plan (“AIP”) will increase from 50% to 55% as of June 11. Any payment for 2014 will be prorated as of the date of the change. Please keep in mind that actual payout under the plan is dependent on business results and personal performance.
|
3.
|
Your annual Allegion equity award target will increase to $200,000 for the 2015 annual grant, which will be granted in the first quarter of 2015.
|
4.
|
You will continue to be eligible to participate in all applicable benefit programs offered to Allegion salaried employees in accordance with the terms and conditions of those programs including qualified and non-qualified 401k and pension plans.
|
5.
|
You will be eligible to participate in the following programs offered to Officers of Allegion:
|
a.
|
Deferred Compensation Plan
: You will be eligible to participate in Allegion’s deferred compensation plan. Enrollment materials are distributed in the fourth quarter of each year.
|
b.
|
Financial Counseling
: You will be eligible for a tax, estate, and financial planning services allowance up to $11,000 in your first (and final) year and $9,000 per year thereafter. The cost for these services is imputed to your annual income.
|
c.
|
Executive Health Program
: You will be eligible to participate in an executive physical examination program that will be established for Allegion in an amount not to exceed $1,500 annually.
|
6.
|
You will continue to be eligible for paid vacation, which in your case is four (4) weeks. Vacation days will be earned and accrued on a monthly basis each calendar year.
|
7.
|
Based on your role in Allegion, you are restricted from transactions involving ordinary shares of Company stock (exercising options, moving in or out of ordinary shares held in company plans, or buying or selling ordinary shares on the open market) except during designated window periods. Furthermore, you will be required to comply with the Allegion stock ownership requirements, which is $580,000 (2 times your annual base salary) for your role.
|
•
|
Proprietary Agreement
|
(a)
|
withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer,
|
(b)
|
withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent) and/or
|
(c)
|
requiring Participant to tender a cash payment to the Company or an Affiliate in the amount of the Tax-Related Items;
|
(a)
|
withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer;
|
(b)
|
withholding from proceeds of the sale of Shares acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent);
|
(c)
|
requiring Participant to tender a cash payment to the Company or an Affiliate in the amount of the Tax-Related Items; and/or
|
(d)
|
withholding in Shares to be issued upon exercise of the Option; provided, however, that if Participant is a Section 16 officer of the Company under the Act, then the Committee (as constituted to satisfy Rule 16b-3 of the Act) will determine the method of withholding from alternatives (a) – (d) above and, if the Committee does not exercise its discretion prior to the applicable withholding event, then Participant will be entitled to elect the method of withholding from alternatives (a) – (c) above.
|
(a)
|
withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer,
|
(b)
|
withholding from proceeds of the sale of Shares acquired upon settlement of the PSUs either through a voluntary sale or through a mandatory sale arranged by the Company
(on Participant’s behalf pursuant to this authorization without further consent) and/or
|
(c)
|
requiring Participant to tender a cash payment to the Company or an Affiliate in the amount of the Tax-Related Items;
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Earnings from continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
before income taxes
|
$
|
291.3
|
|
|
$
|
209.5
|
|
|
267.4
|
|
|
$
|
223.4
|
|
|
$
|
366.7
|
|
|
Fixed charges
|
75.1
|
|
|
63.6
|
|
|
60.1
|
|
|
22.0
|
|
|
13.3
|
|
|||||
Total earnings
|
$
|
366.4
|
|
|
$
|
273.1
|
|
|
$
|
327.5
|
|
|
$
|
245.4
|
|
|
$
|
380.0
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense*
|
$
|
64.3
|
|
|
$
|
52.9
|
|
|
$
|
49.3
|
|
|
$
|
10.2
|
|
|
$
|
1.5
|
|
Rentals (one-third of rentals)
|
10.8
|
|
|
10.7
|
|
|
10.8
|
|
|
11.8
|
|
|
11.8
|
|
|||||
Total fixed charges
|
$
|
75.1
|
|
|
$
|
63.6
|
|
|
$
|
60.1
|
|
|
$
|
22.0
|
|
|
$
|
13.3
|
|
Ratio of earnings to fixed charges
|
4.9
|
|
|
4.3
|
|
|
5.4
|
|
|
11.2
|
|
|
28.6
|
|
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 (Ireland) Finance Designated Activity Company
|
|
Ireland
|
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 Irish Holding Company III Limited
|
|
Ireland
|
Allegion Korea Ltd.
|
|
Republic of Korea
|
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 Lux Financing III 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 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
|
Bricard S.A.S
|
|
France
|
CISA Cerraduras S.A.
|
|
Spain
|
CISA SpA
|
|
Italy
|
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 Yang Investment Company Limited
|
|
Taiwan
|
Harrow Industries LLC
|
|
Delaware
|
Harrow Products (Delaware) LLC
|
|
Delaware
|
Harrow Products, LLC
|
|
Delaware
|
Interflex Datensysteme GesmbH
|
|
Austria
|
Interflex Datensysteme GmbH
|
|
Germany
|
Milre Systek Co., Ltd
|
|
Republic of Korea
|
Newman Tonks (Overseas Holdings) Limited
|
|
United Kingdom
|
Normbau France SAS
|
|
France
|
Normbau GmbH
|
|
Germany
|
NT Group Properties Limited
|
|
United Kingdom
|
NT Leamington Limited
|
|
United Kingdom
|
Recognition Systems LLC
|
|
California
|
Republic Doors and Frames, LLC
|
|
Delaware
|
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
|
Trelock Asia Pacific Limited Hong Kong
|
|
Hong Kong
|
Trelock GmbH
|
|
Germany
|
Trelock Production GmbH
|
|
Germany
|
Trelock Trading (Shenzhen) Company Ltd.
|
|
China
|
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, 2016;
|
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, 2016;
|
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.
|