Allegion (ALLE) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A86 rewritten56 added39 removed186 unchanged
All filing items1,079 rewritten484 added418 removed1,511 unchanged
Summary
counted, not written
- Item 1A lists 35 risk factor headings: 4 new, 4 reworded and 27 unchanged since FY2021. 4 headings from FY2021 no longer appear.
- Sentence by sentence, 484 added, 418 removed, 1,079 rewritten and 1,511 unchanged across 15 items that differ.
New Item 1A headings (4)
- Our business operations and performance have been, and are expected to continue to be, impacted by global macroeconomic factors. Ongoing macroeconomic challenges could adversely impact our business, results of operations, financial conditions and cash flows.
- Currency exchange rate fluctuations have had, and may continue to have, an adverse effect on our business, financial condition, results of operations and cash flows.
- Our strategic initiatives, including enterprise excellence efforts among other significant capital expenditure projects, may not achieve the improvements or financial returns we expect.
- Material legal judgments, fines, penalties or settlements imposed against us or our assets could adversely affect our business, financial condition, results of operations and cash flows.
Removed Item 1A headings (4)
- Our business operations have been, and are expected to continue to be, adversely impacted by the global COVID-19 pandemic. We are unable to predict the full extent to which the pandemic and related impacts, including macroeconomic impacts and the pace of global economic recovery, will continue to adversely impact our business, results of operations and financial condition.
- Our enterprise excellence efforts may not achieve the improvements we expect.
- Currency exchange rate fluctuations may adversely affect our results.
- Material adverse legal judgments, fines, penalties or settlements could adversely affect our business.
Reworded Item 1A headings (4)
- If our products or solutions fail to meet certification and specification requirements, are defective, [added: cause,] or [added: are alleged to have caused, bodily harm or injury, or] otherwise fall short of end-users' needs and expectations, our business may be negatively impacted.
- Our business and innovation strategies include making acquisitions of, and investments in, external companies. These acquisitions and investments could be
[removed: unsuccessful or][added: unsuccessful,] consume significant[removed: resources,][added: resources or increase our exposure to cybersecurity, data privacy or other regulatory risks,] which could adversely affect our[removed: operating and][added: business,] financial[removed: results.][added: condition, results of operations and cash flows.] - We currently rely on third-party service providers for many of the critical elements of our global information and operational technology
[removed: infrastructure][added: infrastructure,] and their failure to provide effective support for such infrastructure could [added: increase our cybersecurity risk or otherwise] negatively impact our business and financial results. - Our reputation, ability to do business and results of operations could be impaired by
[removed: adverse publicity or]improper conduct by any of our employees, agents or business partners.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
86 rewritten, 56 added, 39 removed, 186 unchanged
If any of the [added: events,] risks [added: or uncertainties] below actually occurs, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
Our [removed: business] [added: business, financial condition, results of operations and cash flows] may also be [added: materially and] adversely affected by [added: events,] risks and uncertainties not known to us or [added: events,] risks [added: and uncertainties] that we currently believe to be immaterial.
Our business operations [added: and performance] have been, and are expected to continue to be, [removed: adversely] impacted by [removed: the] global [removed: COVID-19 pandemic.][added: macroeconomic factors.]
[removed: Further, we have experienced] [added: We continue to experience] increased labor shortages at some of our production and distribution facilities.
While we have historically experienced some level of ordinary course turnover of employees, the COVID-19 pandemic [added: increased turnover] and [removed: resulting impacts have] [added: the ensuing negative macroeconomic environment] exacerbated labor shortages and [removed: increased] [added: contributed to further increases in] employee turnover.
Labor shortages and increased turnover rates [removed: within our Company] have led [removed: to] [added: to,] and could in the future lead [removed: to] [added: to,] increased costs, such as increased overtime to meet [added: customer] demand and increased wage rates to attract and retain employees and could negatively affect our ability to efficiently operate our production facilities or otherwise operate at full capacity.
An overall or prolonged labor shortage, lack of skilled labor, increased turnover or [removed: labor cost] [added: sustained level of wage] inflation could have a material adverse impact on our [removed: operations,] [added: business, financial position,] results of [removed: operations, liquidity or] [added: operations and] cash flows.
To remain competitive, we must develop new products and [added: service offerings and] respond to new technologies in a timely manner.
[removed: The loss or material reduction of business, either due to a reduction in demand] from one or more of our significant customers, or our inability to timely meet [removed: the] [added: any] elevated level of customer demand for various reasons, the lack of success of sales initiatives or changes in customer preferences or loyalties for our products related to any such significant customer could have a material adverse impact on our business.
In addition, major customers who are volume purchasers are much larger than us and have strong bargaining power with [added: their] suppliers.
If our products or solutions fail to meet certification and specification requirements, are defective, [added: cause,] or [added: are alleged to have caused, bodily harm or injury, or] otherwise fall short of end-users' needs and expectations, our business may be negatively impacted.
While we strive to meet all certification and specification requirements, if any of our products or solutions do not meet such requirements, or contain, or are perceived to contain, defects or otherwise fall short of end-users' needs and expectations, [added: fail to perform as intended, or are otherwise alleged to result in property damage, bodily injury and/or death] we may [added: become subject to personal injury lawsuits and/or product liability claims, and if found liable, may] incur significant [removed: costs and] [added: costs, which could negatively impact] our business, results of operations or financial [removed: condition may be negatively impacted.][added: condition.]
[removed: Electronic] [added: Additionally, electronic] security products and solutions are increasingly more sophisticated and technologically complex than the mechanical security products we sell and have an increased risk of design, cybersecurity or manufacturing defects, which could lead to [removed: product liability claims,] recalls, product replacements or modifications, write-offs of inventory or other assets and significant warranty and other expenses.
Product quality issues [removed: can] [added: could] also adversely affect the end-user experience, resulting in reputational harm, loss of competitive advantage, poor market acceptance, reduced demand for products and solutions, delay in new product and service introductions and lost sales.
These acquisitions and investments could be [removed: unsuccessful or] [added: unsuccessful,] consume significant [removed: resources,] [added: resources or increase our exposure to cybersecurity, data privacy or other regulatory risks,] which could adversely affect our [removed: operating and] [added: business,] financial [removed: results.][added: condition, results of operations and cash flows.]
[removed: We will continue to analyze and evaluate] [added: Our long-term growth strategies include] the acquisition of [removed: strategic] businesses or product lines [removed: with the potential] to strengthen our industry [removed: position or] [added: position,] enhance our existing set of products and services [removed: offerings.][added: offerings or expand into adjacent markets.]
[removed: We] [added: However, we] cannot provide assurance that we will identify or successfully complete acquisitions with suitable candidates in the future, nor can we provide assurance that completed [added: or future] acquisitions will be [removed: successful,] [added: successful] or otherwise [removed: result in efficient integration] [added: achieve the anticipated strategic] and [removed: creation of] [added: financial benefits, including cost and revenue] synergies.
For these businesses to achieve acceptable levels of profitability, we [removed: must] [added: may need to] improve their management, operations, products and market [removed: penetration.][added: penetration or incur significant capital expenditures.]
- Difficulties competing in [removed: the] [added: any] new markets we [added: may] enter;
- Assumption of the liabilities and exposure to unforeseen liabilities [added: (including, but not limited to, regulatory, legal and product or personal liability claims)] of acquired companies;
- Dilution of interests of holders of our ordinary shares through the issuance of equity securities or equity-linked securities; [removed: and]
- Difficulty in integrating financial reporting systems and implementing controls, procedures and policies, including disclosure controls and procedures and internal control over financial [removed: reporting,] [added: reporting] appropriate for public companies of our size at companies that, prior to the acquisition, had lacked such controls, procedures and policies.
Despite our best efforts to calculate potential return and risk, some or all of the companies we invest in may be unprofitable at the time of, and [added: subsequent to, our investment.]
In addition to the risks outlined above, expansion into certain new markets may require us to compete with local businesses with greater knowledge of the market, including the tastes and preferences of [removed: end-users] [added: end-users,] and [removed: businesses with dominant] [added: higher] market shares.
We may pursue business opportunities that diverge from our core business, including expanding our products or service offerings, [added: seeking to expand our products and services into new international markets,] investing in new and unproven technologies and forming new alliances with companies to [added: develop and] distribute our products and services.
[removed: Additionally, any new] [added: New] investments could have higher cost structures than our current business, which could reduce operating margins and require more working capital.
In the event that working capital requirements exceed operating cash flow, we may be required to draw on [removed: our revolving credit facility] [added: the 2021 Revolving Facility] or pursue other external financing, which may not be readily available.
Our [added: strategic initiatives, including] enterprise excellence efforts [added: among other significant capital expenditure projects,] may not achieve the improvements [added: or financial returns] we expect.
[removed: There is] [added: However, there can be] no assurance that all [removed: of] our planned enterprise excellence projects [added: or other capital expenditures] will be fully implemented, or if implemented, will realize the expected [removed: improvements.][added: improvements or financial returns.]
We have, from time to time, restructured or made other adjustments to our workforce and manufacturing [removed: footprint] [added: footprint, and may need to do so] in [added: the future, in] response to market or product changes, performance issues, changes in strategy, acquisitions and/or other internal [removed: and] [added: or] external considerations.
These restructuring activities and other organizational changes often result in increased restructuring costs, diversion of management’s time and attention from daily [removed: operations] [added: operations, cybersecurity] and [added: other operational risks and] temporarily reduced productivity.
The effects of global climate change, such as extreme weather conditions and natural disasters occurring more frequently or with more intense effects, or the occurrence of unexpected events including wildfires, tornadoes, hurricanes, earthquakes, floods, tsunamis and other severe hazards [removed: or global health crises, such as the outbreak of Ebola or the global COVID-19 pandemic, or other actual or threatened epidemic, pandemic, outbreak and spread of a communicable disease or virus,] in the countries where we operate or sell products and [removed: provide] services, could adversely affect our [added: business, financial condition, results of] operations and [removed: financial performance.][added: cash flows.]
[removed: Extreme weather, natural disasters, power outages, global health crises or other unexpected] [added: These] events could disrupt our operations by impacting the availability and cost of materials needed for manufacturing, [removed: causing] [added: cause] physical damage [removed: and partial] or [removed: complete] closure of our manufacturing sites or distribution centers, [added: lead to] loss of human [removed: capital,] [added: capital and/or cause] temporary or long-term disruption in the manufacturing [removed: and supply] [added: or delivery] of products and services [removed: and disruption in our ability] to [removed: deliver products and services to] customers.
[removed: These events and disruptions could also adversely affect our customers’ and] suppliers’ financial condition or ability to operate, resulting in reduced customer demand, delays in payments received or supply chain disruptions.
In particular, the ultimate extent of the impact of any epidemic, pandemic or other global health crisis on our business, financial condition and results of operations will depend on future developments which are highly uncertain and cannot be [removed: predicted, including new information that may emerge concerning the duration and severity of such epidemic, pandemic or other global health crisis, actions taken to contain or prevent their further spread and the pace of global economic recovery following containment of the spread.][added: predicted.]
We currently rely on third-party service providers for many of the critical elements of our global information and operational technology [removed: infrastructure] [added: infrastructure,] and their failure to provide effective support for such infrastructure could [added: increase our cybersecurity risk or otherwise] negatively impact our business and financial results.
If such service providers [added: experience a disruption due to a cyberattack or other internal or external factors, or they] do not perform or [removed: do not] perform effectively, we may not be able to achieve the expected efficiencies and may have to incur additional costs to address failures in providing service by the service providers.
Despite our implementation of cybersecurity [removed: measures] [added: measures,] which have focused on prevention, mitigation, resilience and recovery, our network and products, including access solutions, may be vulnerable to cybersecurity attacks, computer viruses, malicious codes, malware, ransomware, phishing, social engineering, denial of service, hacking, break-ins and similar disruptions.
The scope and severity of risks that cyber threats present have increased dramatically and include, but are not limited to, malicious software, [added: ransomware attacks,] attempts to gain unauthorized access to data or premises, exploiting weaknesses related to vendors or other third parties that could be exploited to attack our systems, denials of service and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data.
Any such event could have a material adverse effect on our business, [removed: operating results and] financial condition, [added: results of operations and cash flows] as we face regulatory, reputational and litigation risks resulting from potential cyber incidents, as well as the potential of incurring significant remediation costs.
We are subject to future events, risks and uncertainties – many of which are beyond our control – that could materially and adversely affect our business, financial condition, results of operations and cash flows.
Ongoing macroeconomic challenges could adversely impact our business, results of operations, financial conditions and cash flows.
Macroeconomic challenges, including ongoing supply chain disruptions and delays, material, electronic component and labor shortages, cost inflation, rising interest rates and volatility in the capital markets, have impacted, and may continue to impact, our business, our customers and our suppliers.
These challenges may also make it more challenging for us to manufacture and deliver products to our customers, could cause periodic production interruptions and supply constraints, impact our ability to forecast and plan for future business activities and, if not adequately managed, could have a material adverse impact on our business, results of operations, financial condition and cash flows.
Further, demand for our products and solutions is impacted by the strength of institutional, commercial and residential construction and remodeling markets, which are sensitive to national, regional and local economic conditions.
As a result, deterioration of these macroeconomic conditions (or weakness in these conditions existing for an extended period of time), a decline in general economic activity or recession in the U.S. or global economy could slow demand for new construction or remodeling projects and result in our customers cancelling or delaying orders, which in turn could erode average selling prices and result in declines in our revenues, profitability and cash flows.
Our businesses operate around the world in various geographic regions and product markets.
Additionally, we procure various products, parts, components and services from supplier partners located throughout the world.
- Government measures to restrict business activity, for example, to prevent the spread of a communicable disease;
These risks have increased our cost of doing business in the U.S. and internationally.
Currency exchange rate fluctuations have had, and may continue to have, an adverse effect on our business, financial condition, results of operations and cash flows.
Further, certain of our businesses may invoice customers in a currency other than its functional currency, or may be invoiced by suppliers in a currency other than its functional currency, which could result in unfavorable translation effects on these businesses and our results of operations.
The 2021 Credit Facilities had a combined outstanding variable rate balance of $306.5 million at December 31, 2022, which exposes us to variable interest rate risk.
Applicable variable interest rates have increased throughout 2022, resulting in increased Interest expense.
For more details about our interest rate exposure under the 2021 Credit Facilities, please see Part II.
Item 7A.
End users are continually adopting more advanced technologies in their facilities and homes, accelerated by the increasing adoption of IoT technologies and connected devices, which will require us to devote significant effort and resources to the development, maintenance and enhancement of the IT systems and other infrastructure required to support and/or enhance the functionality of our electronic products and solutions.
The loss or material reduction of business, either due to a reduction in demand
For example, in July 2022, we completed the acquisition of the Access Technologies business.
Acquisitions often place significant demands on management, operational and financial resources, which could decrease management’s capacity to focus on other important business strategies or divert resources from other parts of our business.
Further, the success of future or completed acquisitions will depend, in large part, on the successful integration of operations, sales and marketing, information technology, finance and administrative operations.
We cannot provide assurance that we will be able to successfully integrate these new businesses.
Additionally, the financing of future business acquisitions may increase our leverage, impact our credit rating and/or diminish our financial position and ability to re-invest in our existing businesses.
Future acquisitions may also be dependent on our ability to access the capital and credit markets to obtain new debt or equity financing to fund the purchase price on terms that are acceptable to us.
We may not be successful in this regard, the costs of doing so may exceed our original estimates or we may encounter other potential difficulties.
- Cybersecurity related vulnerabilities or data security incidents that may be present in the IT Systems of acquired companies, or emerge when integrating the acquired company into our IT Systems;
- Labor disruptions, work stoppages or other employee-related issues, particularly if employees of the acquired companies are represented by labor unions or trade councils; and
Additionally, our pursuit of new business opportunities that diverge from our core business may expose us to different risks and uncertainties other than those described in this “Risk Factors” section or elsewhere in this Annual Report on Form 10-K.
Additionally, from time to time we undertake substantial capital projects for varying reasons, such as to increase production capacity or to insource certain products, parts or components.
We invest in areas we believe best align with our business strategies and that will optimize future returns.
These events and disruptions could also adversely affect our customers’ and
Additionally, as we have experienced in recent years, the COVID-19 pandemic created significant volatility, uncertainty and economic disruption, both for our business (and many of our customers and suppliers) and the U.S. and global economy more generally.
It also led, both directly and indirectly, to significant operating challenges, including disruptions to our and our suppliers’ operations, shortages of electronic and other parts and components, freight delays, increased labor shortages and logistical challenges.
Although most governments have eased or eliminated their restrictions on travel and social interactions, and lifted non-essential business closures, several jurisdictions in which we have operations, such as China, have public health and government mandates that restrict business activities.
These mandates and restrictions have, and could continue to have, an impact on our business and operations, and on the operations of some of our suppliers.
Global health crises, such as the COVID-19 pandemic or any other actual or threatened epidemic, pandemic, or outbreak and spread of a communicable disease or virus in the countries where we operate or sell products and provide services could adversely affect our operations and financial performance.
Further, any national, state or local government mandates or other orders taken to minimize the spread of a global health crisis could restrict our ability to conduct business as usual, as well as the business activities of our key customers and suppliers, including the potential for labor shortages.
As such, the ongoing maintenance and security of this information is pertinent to the success of our business operations and our strategic goals.
There is an increased focus from our stakeholders, as well as regulatory authorities both within the U.S. and internationally, on ESG practices and disclosure.
Further, we have made several public commitments regarding our intended reduction of carbon emissions, including a commitment to achieve carbon neutral emissions by 2050.
We discuss our expectations regarding future performance, events and outcomes in this Form 10-K, quarterly and annual reports, press releases and other written and oral communications.
All statements except for historical and present factual information are “forward-looking statements” and are based on financial data and business plans available only as of the time the statements are made, which may become outdated or incomplete.
Forward-looking statements are inherently uncertain, and investors must recognize that events could significantly differ from our expectations.
We assume no obligation to update any forward-looking statements as a result of new information, future events or other factors.
We are unable to predict the full extent to which the pandemic and related impacts, including macroeconomic impacts and the pace of global economic recovery, will continue to adversely impact our business, results of operations and financial condition.
The COVID-19 pandemic and preventative measures taken to contain the spread of COVID-19 or mitigate this pandemic have caused, and are continuing to cause, business slowdowns or shutdowns in various countries around the world.
This pandemic has also caused, and may continue to cause, disruption to our global supply chain and business operations, in addition to the various effects noted elsewhere within the risk factors contained in this Annual Report on Form 10-K.
Numerous actions taken to help limit the spread of COVID-19, such as stay-at-home orders, quarantines, increased border controls and closures, business shutdowns, and other public health and government mandates that restrict business activities and travel have impacted, and will likely continue to impact our ability to carry out business as usual, including the temporary suspension of some of our operations, shortages in materials, parts and components, fluctuations in customer demand, costs associated with operational changes and an extended period of remote work arrangements for some of our employees which could increase cybersecurity risks and other operational risks.
Conversely, as some governments ease their restrictions and social interactions increase prior to the widespread global distribution and adoption of effective vaccines or treatments for COVID-19, and as the COVID-19 virus mutates into more contagious or severe variants, preventative and precautionary measures may not be sufficient to mitigate the risk of increased infection and could result in increased illness among our employees, business partners and others, and lead to further business interruption.
In addition, our operations, as well as a significant number of our customers, suppliers, vendors and other business partners have been, and continue to be, adversely affected by the COVID-19 pandemic.
In particular, shortages in commodities and materials, including shortages and reductions in allocations of electronic and other components from key suppliers, labor shortages and elevated levels of employee absenteeism, freight delays and other supply chain constraints and disruptions have significantly delayed or disrupted, and may continue to adversely impact, both our suppliers’ and our ability to manufacture and deliver products to our customers.
We have also experienced a significant increase in commodity, parts and material component inflation in 2021, as well as inflation in other costs, such as packaging, freight, labor and energy prices.
Continued supply chain disruptions and delays, as well as continued heightened inflation, could lead to continued periodic production interruptions and other inefficiencies that could negatively impact our productivity, margin performance and our results of operations.
A number of factors have had and may continue to have adverse effects on the labor force available to us, including reduced employment pools, increased competition for manufacturing employees, any unemployment subsidies, including unemployment benefits offered in response to the COVID-19 pandemic, and other government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices and immigration.
It is also uncertain to what extent any COVID-19 vaccine mandates, if imposed or implemented, may result in further workforce attrition.
Despite our best efforts to manage and mitigate the negative effects of the COVID-19 pandemic to the Company, their ultimate impact also depends on factors beyond our knowledge or control, including the duration and severity of this pandemic, the
emergence and spread of more contagious or severe variants of the COVID-19 virus, the continuing prevalence of severe, unconstrained or escalating rates of infection in certain countries and regions, the availability, adoption and efficacy of treatments and vaccines, future actions taken by public health and governmental authorities, including any unintended consequences of such actions, and the pace of global economic recovery.
Further, to the extent our management is focused on mitigating the impacts of the COVID-19 pandemic which has required, and will continue to require, a large investment of time and resources, our attention and resources may be diverted from other business matters.
The impact of the COVID-19 pandemic continues to evolve, and its ultimate impact on our business is highly uncertain and difficult to predict.
The continued spread of COVID-19 may have further adverse impacts on our business, operations, customer demand, supply chain, cash flow generation, financial position and liquidity and may also exacerbate other risks and uncertainties described in this Annual Report on Form 10-K.
Additionally, as end-users have continued to adopt newer technologies in their facilities and homes, accelerated by the increasing adoption of IoT technologies, our industry is seeing a shift in demand from mechanical security products to electronic security products and solutions, including connected devices.
We may not be successful in this regard, and we may encounter other difficulties in integrating acquired businesses into our existing operations.
Further, there may be difficulties in evaluating potential acquisitions, including the possibility that our due diligence may not reveal or fully assess valuation issues, potential liabilities or other acquisition risks.
Acquisitions may involve significant cash expenditures, debt incurrence, operating losses and expenses.
- Diversion of management's time and attention from daily operations;
- Difficulties integrating acquired businesses, technologies and personnel into our business;
- Difficulties completing the transaction in a timely manner;
- Difficulties realizing synergies expected to result from acquisitions;
subsequent to, our investment.
We continually look to expand our services and products into new international markets, and as we do, we will have only limited experience in marketing and operating services and products in such markets.
In some instances, we may rely on the efforts and abilities of third-party and foreign business partners in such markets.
Any acquisitions or investments may ultimately not be successful, may harm our business or financial condition and/or result in impairment charges.
various jurisdictions in which we operate, and we must understand and comply with such laws and regulations while ensuring our data is secure.
may not be able to increase prices to sufficiently offset the effect of various cost increases without negatively impacting customer demand, thereby negatively impacting our margin performance and results of operations.
We are incorporated in Ireland and operate in countries worldwide.
- Social and political instability, civil strife and other geographical uncertainty;
Currency exchange rate fluctuations may adversely affect our results.
Volatility in the credit markets could adversely impact our ability to obtain favorable financing terms in the future.
As required by GAAP, we establish reserves based on our assessment of contingencies.
An excerpt. Shown here: 40 of 86 rewritten, 40 of 56 added and all 39 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
181 rewritten, 124 added, 124 removed, 170 unchanged
Factors that might cause a difference include, but are not limited to, those discussed under [added: Part I,] Item 1A.
The following section is qualified in its entirety by the more detailed information, including our consolidated financial statements and the notes thereto, which appears elsewhere in this Annual [removed: Report.*][added: Report on Form 10-K.*]
We sell a wide range of security products and solutions for end-users in commercial, institutional and residential facilities worldwide, including the education, healthcare, government, hospitality, [added: retail,] commercial office and single and multi-family residential markets.
[removed: COVID-19 Pandemic and Industry] [added: Industry] Trends and Outlook
Throughout [removed: 2021,] [added: 2022] we experienced strong [removed: and accelerating] demand for our [added: non-residential] products and services in [removed: most of the markets we serve.][added: our Allegion Americas segment.]
The [removed: pandemic and related] macroeconomic [removed: challenges] [added: and geopolitical trends and uncertainties] noted above will likely continue to [removed: impact] [added: affect] us in numerous and evolving [removed: ways] [added: ways, the full impact of which on our business, financial condition and results of operations will continue to depend on future developments] that [added: are beyond our control and] we may not be able to accurately predict.
[removed: The challenges] [added: These trends] and uncertainties [removed: related to the COVID-19 pandemic] and [removed: its] [added: their] potential impact on our business, results of operations, financial condition and cash flows, as well as other [removed: challenges] [added: risks, trends] and uncertainties that could affect our [removed: businesses] [added: business, financial condition and results of operations] are described further under "Part I, Item 1A.
[removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] Significant Events
The [removed: initial] proceeds of $250.0 million from the 2021 Term Facility were primarily used to repay in full our previously outstanding unsecured Term Facility.
[removed: Acquisitions][added: | Acquisitions | | | 9.0 | | % |]
[removed: Yonomi] [added: The Access Technologies business] has been integrated into our Allegion Americas [removed: segment.][added: segment]
[removed: The impacts] [added: For a discussion] of [removed: this divestiture on] our results of operations for the year ended December 31, 2021, [removed: are reflected in] [added: compared to] the [removed: discussions below.][added: year ended December 31, 2020, see “Part II, Item 7.]
[removed: 2021] [added: 2022] Dividends and Share Repurchases
We paid quarterly dividends of [removed: $0.36] [added: $0.41] per ordinary share to shareholders on record as of March [removed: 17, 2021,] [added: 16, 2022,] June 16, [removed: 2021,] [added: 2022,] September 16, [removed: 2021,] [added: 2022,] and December [removed: 20, 2021.][added: 16, 2022, for a total of $143.9 million and repurchased approximately 0.5 million ordinary shares for approximately $61.0 million during the year ended December 31, 2022.]
| Dollar amounts in millions, except per share amounts | | | | | | [removed: 2021] [added: 2022] | | | | | | % of Net revenues | | | | | | [removed: 2020] [added: 2021] | | | | | | % of Net revenues | | | | | | | | | | | | | | |
| Net revenues | | | | | | $ | [removed: 2,867.4] [added: 3,271.9] | | | | | | | | | | | $ | [removed: 2,719.9] [added: 2,867.4] | | | | | | | | | | | | | | | | | | | |
| Cost of goods sold | | | | | | [removed: 1,662.5] [added: 1,949.5] | | | | | | [removed: 58.0] [added: 59.6] | | % | | | | [removed: 1,541.1] [added: 1,662.5] | | | | | | [removed: 56.7] [added: 58.0] | | % | | | | | | | | | | | | |
| Selling and administrative expenses | | | | | | [removed: 674.7] [added: 736.0] | | | | | | [removed: 23.5] [added: 22.5] | | % | | | | [removed: 635.7] [added: 674.7] | | | | | | [removed: 23.4] [added: 23.5] | | % | | | | | | | | | | | | |
| Operating income | | | | | | [removed: 530.2] [added: 586.4] | | | | | | [removed: 18.5] [added: 17.9] | | % | | | | [removed: 403.5] [added: 530.2] | | | | | | [removed: 14.8] [added: 18.5] | | % | | | | | | | | | | | | |
| Interest expense | | | | | | [removed: 50.2] [added: 75.9] | | | | | | | | | | | | [removed: 51.1] [added: 50.2] | | | | | | | | | | | | | | | | | | | | |
| Other income, net | | | | | | [removed: (44.0)] [added: (11.6)] | | | | | | | | | | | | [removed: (13.0)] [added: (44.0)] | | | | | | | | | | | | | | | | | | | | |
| Earnings before income taxes | | | | | | [removed: 524.0] [added: 514.5] | | | | | | | | | | | | [removed: 365.4] [added: 524.0] | | | | | | | | | | | | | | | | | | | | |
| Provision for income taxes | | | | | | [removed: 40.7] [added: 56.2] | | | | | | | | | | | | [removed: 50.9] [added: 40.7] | | | | | | | | | | | | | | | | | | | | |
| Net earnings | | | | | | [removed: 483.3] [added: 458.3] | | | | | | | | | | | | [removed: 314.5] [added: 483.3] | | | | | | | | | | | | | | | | | | | | |
| Less: Net earnings attributable to noncontrolling interests | | | | | | 0.3 | | | | | | | | | | | | [removed: 0.2] [added: 0.3] | | | | | | | | | | | | | | | | | | | | |
| Net earnings attributable to Allegion plc | | | | | | $ | [removed: 483.0] [added: 458.0] | | | | | | | | | | | $ | [removed: 314.3] [added: 483.0] | | | | | | | | | | | | | | | | | | | |
| Diluted net earnings per ordinary share attributable to Allegion plc ordinary shareholders: | | | | | | $ | [removed: 5.34] [added: 5.19] | | | | | | | | | | | $ | [removed: 3.39] [added: 5.34] | | | | | | | | | | | | | | | | | | | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our [removed: 2020] [added: 2021] Annual Report on Form 10-K filed with the SEC on February [removed: 16, 2021.][added: 15, 2022.]
Net revenues for the year ended December 31, [removed: 2021,] [added: 2022,] increased by [removed: 5.4%,] [added: 14.1%,] or [removed: $147.5] [added: $404.5] million, [added: as] compared to the [removed: same period in 2020,] [added: year ended December 31, 2021,] due to the following:
| Acquisitions / divestitures | | | [removed: (0.5)] [added: 6.4] | | % |
| Currency exchange rates | | | [removed: 1.4] [added: (3.0)] | | % |
For the year ended December 31, [removed: 2021,] [added: 2022,] Cost of goods sold as a percentage of Net revenues increased to [removed: 58.0%] [added: 59.6%] from [removed: 56.7%,] [added: 58.0%, as compared to the year ended December 31, 2021,] due to the following:
| Inflation in excess of pricing and productivity | | | [removed: 1.2] [added: 0.7] | | % |
| Volume / product mix | | | [removed: 0.7] [added: (0.9)] | | % |
| Acquisitions / divestitures | | | [removed: (0.2)] [added: 0.7] | | % |
| Currency exchange rates | | | [added: (4.4) | | | | | |] (0.1) | | % |
| Restructuring / acquisition expenses | | | [removed: (0.3)] [added: 0.6] | | % |
These increases were partially offset by [removed: the] [added: unfavorable foreign currency exchange rate movements, increased investment spending and a] year-over-year [removed: decrease] [added: increase] in restructuring and acquisition [removed: expenses, favorable foreign currency exchange rate movements] and [removed: the beneficial impact of] [added: integration expenses, which were primarily related to] our [removed: QMI divestiture.][added: acquisition of the Access Technologies business.]
For the year ended December 31, [removed: 2021,] [added: 2022,] Selling and administrative expenses as a percentage of Net revenues [removed: increased] [added: decreased] to [removed: 23.5%] [added: 22.5%] from [removed: 23.4%,] [added: 23.5%, as compared to the year ended December 31, 2021,] due to the following:
| [removed: Inflation] [added: Productivity] in excess of [removed: productivity] [added: inflation] | | | [removed: 0.5] [added: (1.5)] | | % |
Our ability to meet this elevated level of customer demand improved substantially as the year progressed, due in part to our actions taken to address industry-wide supply-chain challenges (particularly shortages of electronic components), as well as improving availability of non-electronic parts and materials.
Further, in response to the persistent, elevated levels of inflation seen throughout the year, we implemented a series of pricing initiatives across our global businesses.
Not only did these pricing initiatives significantly contribute to revenue growth in 2022, they also helped mitigate the inflationary pressures on our cost base.
We expect this pricing momentum to continue to drive revenue growth and help offset the impact of inflation into 2023.
While 2022 began with similar strong demand for our residential products in our Allegion Americas segment, macroeconomic conditions had a more challenging impact on demand as the year progressed.
A combination of elevated inflation and lower consumer sentiment impacted sales volumes of residential products within our Allegion Americas segment.
We also experienced a softening of demand throughout many of the Eurozone economies during the second half of 2022, reflecting increased economic and geopolitical concerns in this region, which impacted several of our businesses in our Allegion International segment.
While supply chain challenges around the availability of electronic parts and components persist, and will likely continue to impact our ability to meet the elevated levels of demand for our electronic security products into 2023, we remain focused on providing exceptional service and innovation to our customers.
Over the course of 2022, we began to realize the benefits from our measures taken to mitigate operational and logistical inefficiencies caused by the supply chain challenges, such as re-engineering product designs and configurations to accept alternate electronic components and developing alternate sources of supply.
We continue to invest in business initiatives to drive future growth and add value through seamless access and explore various options to enhance financial performance while minimizing disruption to customers and our overall business.
Acquisition of the Access Technologies business
On July 5, 2022, we completed the acquisition of the Access Technologies business for a closing purchase price of $923.1 million.
This acquisition was financed by the net proceeds from the issuance of our 5.411% Senior Notes, together with borrowings under the 2021 Revolving Facility.
The Access Technologies business is a leading manufacturer, installer and service provider of automatic entrance solutions in North America, primarily in the U.S. and Canada.
Its diversified customer base centers on non-residential settings, including retail, healthcare, education, commercial offices, hospitality and government.
This acquisition helps us create a more comprehensive portfolio of access solutions, with the addition of automated entrance solutions.
Additionally, the Access
Technologies business adds an expansive service and support network throughout the U.S. and Canada, broadening our solutions to national, regional and local customers, and complementing our existing strengths in these non-residential markets.
Since the acquisition date and through December 31, 2022, the Access Technologies business generated $185.9 million in Net revenues.
Divestiture of Milre
In September 2022, we sold Milre Systek Co. Ltd. ("Milre") in South Korea for an immaterial amount.
As a result of the sale, we recorded a net loss on divestiture of $7.6 million.
On June 22, 2022, Allegion US Holding Company Inc., a wholly-owned subsidiary of the Company ("Allegion US Hold Co"), issued $600.0 million aggregate principal amount of its 5.411% Senior Notes due 2032 (the “5.411% Senior Notes”).
The 5.411% Senior Notes require semi-annual interest payments on January 1 and July 1, beginning January 1, 2023, and will mature on July 1, 2032.
We incurred and deferred $5.9 million of discounts and financing costs associated with the 5.411% Senior Notes, which will be amortized to Interest expense over their 10-year term, as well as $4.3 million of third party financing costs that were recorded within Interest expense on the Consolidated Statement of Comprehensive Income for the year ended December 31, 2022.
| Loss on divestitures | | | | | | 7.6 | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pricing | | | 9.8 | | % |
| Volume | | | 0.9 | | % |
| Total | | | 14.1 | | % |
The increase in Net revenues was driven by improved pricing across our major businesses, our acquisition of the Access Technologies business and higher volumes in our Allegion Americas segment.
These increases were partially offset by unfavorable foreign currency exchange rate movements, lower volumes in our Allegion International segment and a divestiture in each of the prior and current year.
Increased pricing was the result of multiple pricing initiatives implemented to help mitigate the impact of the persistent, elevated levels of inflation.
We will continue to monitor the inflationary pressures to our businesses and address them through pricing initiatives where appropriate.
| Total | | | 1.6 | | % |
Cost of goods sold as a percentage of Net revenues increased primarily due to the impact inflation had on Cost of goods sold, which exceeded the beneficial impacts from pricing and productivity, lower gross margins associated with our acquired Access Technologies business, increased investment spending, higher restructuring and acquisition and integration costs year-over-year and unfavorable foreign currency exchange rate movements.
These increases to Cost of goods sold as a percentage of Net revenues were partially offset by favorable product mix, due to increased volumes in the Allegion Americas segment.
| Total | | | (1.0) | | % |
Selling and administrative expenses as a percentage of Net revenues decreased primarily due to productivity improvements exceeding the impact of inflation, as well as favorable volume leverage and the beneficial impact from current and prior year acquisition and divestiture activity.
These decreases were partially offset by a year-over-year increase in acquisition and integration expenses, which were primarily related to our acquisition of the Access Technologies business, and increased investment spending.
The COVID-19 pandemic and uneven economic recovery continue to create volatility in the global economy and on our business.
However, especially in the second half of the year, we also experienced an acceleration of several macroeconomic challenges that have negatively impacted our ability to meet this robust demand, such as supply chain disruptions and delays; shortages in materials, including reductions in allocations of electronic components and other parts from key suppliers; labor shortages and elevated levels of employee absenteeism due to the on-going COVID-19 pandemic; and increased commodity, material component, packaging, freight and labor inflation.
These challenges have also created both operational and logistical inefficiencies, which have led to periodic production interruptions and an increased level of inventory, which have negatively impacted our productivity, margin performance, working capital and cash flows.
While these challenges are impacting all our global businesses, they had a more pronounced impact on our Allegion Americas operating segment in 2021.
We currently anticipate these challenges to continue in 2022 and are rapidly adapting to navigate them, expecting to be well-positioned to convert demand to revenue as conditions normalize.
We remain focused on providing exceptional service to our customers; implementing measures to mitigate operational and distribution inefficiencies and reduce our record high level of backlogs, such as aligning resources to re-engineer product designs and configurations to accept alternate electronic components and developing alternate sources of supply; implementing pricing initiatives to address rising production, material, freight and labor costs; and investing in business initiatives to drive future growth.
We will continue to explore various options to control costs and enhance financial performance, while minimizing disruption to customers and the overall business; however, the full impacts of the pandemic and the on-going macroeconomic challenges on our business, results of operations, financial condition and cash flows remain uncertain.
The full impact of the pandemic will continue to depend on future developments such as the continued spread and duration of the pandemic, the emergence of future variant strains of the COVID-19 virus which may be more contagious or severe, the availability and distribution of effective medical treatments and vaccines, vaccination rates, as well as any government-imposed restrictions or mandates.
Further, any new or strengthened government-imposed restrictions or mandates on the conduct of business and travel could adversely impact our ability to carry out business as usual in certain markets.
All obligations under the previously outstanding Credit Agreement were satisfied, all commitments thereunder were terminated and all guarantees that had been granted in connection therewith were released.
In July 2021, we acquired certain assets of Astrum Benelux B.V. ("Astrum Benelux") and 100% of the equity of WorkforceIT B.V. in the Netherlands ("WorkforceIT"), both of which were previously held under common control and offer workforce management technology products and solutions in the Benelux region of Europe.
Both Workforce IT and the assets acquired from Astrum Benelux have been integrated into our Allegion International segment.
In December 2020, we acquired Yonomi, Inc. ("Yonomi), a U.S. based smart home integration platform provider and innovation leader in IoT Cloud platforms.
QMI Divestiture
During the fourth quarter of 2020, the net assets of our Qatar Metal Industries ("QMI") business, met the criteria to be classified as held for sale, and accordingly, were written down to fair value, resulting in a Loss on assets held for sale of $37.9 million.
On February 28, 2021, we completed our divestiture of QMI.
2020 Impairment of Goodwill and Intangible Assets
As a result of the global economic disruption and uncertainty due to the COVID-19 pandemic, we performed interim impairment tests on the goodwill balances of our former EMEA and Asia Pacific reporting units, as well as on certain indefinite-lived trade name assets in these two regions, during the first quarter of 2020.
The results of these interim impairment tests indicated that the estimated fair value of our former Asia Pacific reporting unit and three indefinite-lived trade names were impaired.
Consequently, goodwill and intangible asset impairment charges totaling $96.3 million were recorded during the first quarter of 2020.
Further intangible asset impairment charges of $5.4 million were recorded in 2020 in our former Asia Pacific segment, relating to supply chain disruptions that reduced a brand's expected future cash flows and declines in volumes and pricing pressure for a separate subsidiary in the region.
We paid a total of $129.0 million in cash for dividends to ordinary shareholders and repurchased approximately 3.3 million shares for approximately $412.8 million during the year ended December 31, 2021.
| Impairment of goodwill and intangible assets | | | | | | — | | | | | | — | | % | | | | 101.7 | | | | | | 3.7 | | % | | | | | | | | | | | | |
| Loss on assets held for sale | | | | | | — | | | | | | — | | % | | | | 37.9 | | | | | | 1.4 | | % | | | | | | | | | | | | |
For a discussion of our results of operations for the year ended December 31, 2020, compared to the year ended December 31, 2019, see “Part II, Item 7.
| | | | | | |
| Pricing | | | 1.8 | | % |
| Volume | | | 2.7 | | % |
| Total | | | 5.4 | | % |
The increase in Net revenues was principally driven by higher volumes, improved pricing and the impact of foreign currency exchange rate movements.
These increases were slightly offset by the divestiture of our QMI business in February 2021.
The increase in sales volumes for the year was principally realized during the second quarter, given the muted demand and temporary plant shut-downs we experienced in the second quarter of 2020 due to the COVID-19 pandemic.
However, in addition to the comparative impact of the rebound in demand in the third and fourth quarters of 2020, the supply chain disruptions and delays and shortages in materials, components and labor discussed above resulted in lower volumes during the second half of 2021 within the Allegion Americas segment.
While these challenges are expected to continue into 2022, given the current elevated demand we are experiencing, we expect volume growth to resume as conditions improve.
| Total | | | 1.3 | | % |
Cost of Goods sold as a percentage of Net revenues increased primarily due to inflation in excess of pricing and productivity improvements, and, to a lesser extent, unfavorable product mix, which exceeded the benefits from sales volume growth during the year.
Inflation in excess of pricing and productivity reflects the impacts of increased commodity, material component, packaging, freight and labor inflation, as well as inefficiencies caused by the global supply chain challenges and shortages of materials, components and labor, as discussed above.
| Total | | | 0.1 | | % |
Selling and administrative expenses as a percentage of Net revenues increased primarily due to inflation in excess of productivity and increased investment spending.
These increases were partially offset by favorable volume leverage, a year-over-year decrease in restructuring and acquisition expenses and the beneficial impact of our QMI divestiture on current year operations.
An excerpt. Shown here: 40 of 181 rewritten, 40 of 124 added and 40 of 124 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
7 rewritten, 4 added, 1 removed, 13 unchanged
We are exposed to fluctuations in currency exchange rates, [removed: interest rates and] commodity prices [added: and interest rates] which could impact our results of operations and financial condition.
Based on the firmly committed currency derivative instruments in place at December 31, [removed: 2021,] [added: 2022,] a hypothetical change in fair value of those derivative instruments assuming a 10% adverse change in exchange rates would result in an additional unrealized loss of approximately [removed: $9.4] [added: $1.5] million.
We do not have committed commodity derivative instruments in place at December 31, [removed: 2021.][added: 2022.]
[removed: Outstanding] [added: However, outstanding] borrowings under [removed: our] [added: the] 2021 Credit Facilities [added: do] accrue [added: variable rate] interest at our option of (i) a BSBY rate plus the applicable margin or (ii) a base rate plus the applicable margin.
At December 31, [removed: 2021,] [added: 2022,] the outstanding borrowings of [removed: $250.0] [added: $306.5] million under the 2021 [removed: Term Facility] [added: Credit Facilities] accrue interest at BSBY plus a margin of [removed: 1.125%.][added: 1.125%, resulting in an interest rate of 5.498%.]
We are also exposed to the risk of rising interest rates to the extent that we fund our operations with short-term or variable-rate borrowings, as we currently have unused availability of [removed: $491.3] [added: $417.8] million under [removed: our] [added: the] 2021 Revolving Facility as of December 31, [removed: 2021.][added: 2022.]
If [removed: our] [added: the] BSBY or other applicable base rates of [removed: our] [added: the] 2021 Credit Facilities increase in the future, our Interest expense could increase.
We purchase a wide range of raw material, including steel, zinc, brass and other non-ferrous metals, and are exposed to volatility in the prices of these and other commodities used in our products.
We use fixed price contracts to manage this exposure where appropriate.
Of our total outstanding indebtedness of $2.1 billion as of December 31, 2022, approximately 85% incurs fixed-rate interest and is therefore not exposed to the risk of rising variable interest rates.
Applicable variable interest rates increased throughout 2022, resulting in increased Interest expense.
We are exposed to volatility in the prices of commodities used in some of our products and we use fixed price contracts to manage this exposure.
Item 1. BUSINESS
100 rewritten, 29 added, 40 removed, 144 unchanged
Allegion plc ("Allegion," "we," "us" or "the Company") is a leading global provider of security products and solutions that keep people and assets safe and secure in the places they [removed: reside,] [added: live, learn,] work and [removed: thrive.][added: visit.]
| Allegion Principal [removed: Products] [added: Products and Services] | | | | | |
| Door [removed: closers and] controls [added: and systems] | | | [removed: Doors] [added: Locks, locksets, portable locks] and [removed: door] [added: key] systems | | |
| [added: Software-enabled access control systems | | |] Time, attendance and workforce productivity systems | | | [removed: Other accessories | | |]
Moreover, with the increasing adoption of the Internet of Things ("IoT"), security products – including [removed: keys] [added: credentials] – are increasingly linked electronically, integrated into software and popular consumer technology platforms and controlled with mobile applications, creating additional functionality and complexity.
These solutions can also provide insights on usage and traffic patterns to [added: boost efficiency,] improve hygiene of high-traffic [removed: areas, boost efficiency] [added: areas] and improve visitor, staff and tenant experiences.
- Our extensive and versatile product [added: and service] portfolio, combined with our deep expertise, which enables us to deliver the right products and solutions to meet diverse security and functional specifications and to successfully and securely integrate into leading [removed: technology] [added: technologies] and systems;
We believe the security products industry will [added: continue to] benefit from several global macroeconomic trends, including:
- Expected growth in global electronic products [added: and solutions] as end-users adopt newer technologies in their facilities and homes;
[removed: ][added: ]
[removed: ][added: ]
We sell a wide range of security and access control solutions for end-users in commercial, institutional and residential facilities worldwide, including the education, healthcare, government, hospitality, [added: retail,] commercial office and single and multi-family residential markets.
During the year ended December 31, [removed: 2021,] [added: 2022,] we generated Net revenues of [removed: $2,867.4] [added: $3,271.9] million and Operating income of [removed: $530.2] [added: $586.4] million.
[removed: ][added: ]
Today, we continue to [removed: develop] [added: develop, acquire] and introduce innovative and market-leading products.
[removed: For example, in] [added: In] 2018, we announced the formation of Allegion [removed: Ventures, a corporate venture fund with an initial allocation of $50 million] [added: Ventures] to invest in and help accelerate the growth of companies that have innovative, digital-first technologies and products such as touchless access and workspace monitoring solutions that complement our core business solutions.
Building on this success, in December 2021, Allegion Ventures announced a second fund with an additional allocation of $100 million to focus on investing in technologies like artificial intelligence, [added: video monitoring,] machine learning and cybersecurity.
| [added: Electronic and Electrified Door Controls and Systems and] Exit Devices [removed: and Closers] | | | | | | [added: Von Duprin,] LCN | | | | | | [removed: 2020/2021] [added: 2020/ 2021/2022] | | | | | | [added: Security indicator (Von Duprin) for visual verification and lockdown. The 2SI security indicator provides at-a-glance verification of door status from inside the room. Also available as a retrofit conversion kit for existing 98/99 Series (Von Duprin) exit devices.] New [added: 6400 Compact Series (LCN)] low-energy automatic operator [removed: (LCN 6400 Compact series),] retrofit solution with actuators reduces the cost and complexity of touchless access and [added: adds] ADA [removed: accessibility, converting] [added: accessibility. Enhancements to] the [removed: popular LCN] [added: already durable] 4040XP [removed: mechanical closer] [added: (LCN) door closer, making it even easier to install] and [removed: powered by a simple wall plug or an external power supply.] [added: maintain.] Follows the introduction of a range of touchless solutions, including automatic operators, actuators and wireless transmitters. | | |
| [removed: Doors] [added: Doors, Accessories] and [removed: Door Systems] [added: Other] | | | | | | TGP | | | | | | 2021 | | | | | | North America's first fire-rated Full-Lite Door [removed: System,] [added: System (TGP),] certified to meet forced entry [removed: standards (TGP ASTM E2395).] [added: standards.] | | |
[removed: The global markets we] [added: We] serve [removed: encompass] [added: customers within] institutional, commercial and residential construction and remodeling markets throughout North America, Europe, Asia and Oceania.
Further, we [removed: also] expect continued growth in connected security products and solutions as end-users continue to adopt newer technologies, including IoT, in their facilities and single and multi-family homes.
This high [added: degree of] fragmentation primarily reflects local regulatory requirements and highly variable end-user needs.
As we move into more technologically advanced product categories, we may also compete against new, more specialized [removed: competitors.][added: competitors and technology companies.]
We offer [removed: an] [added: the following] extensive and versatile portfolio of security and access control products and solutions across a range of market-leading brands:
- *Locks, locksets, portable locks and key [removed: systems and services*:] [added: systems*:] A broad array of [removed: cylindrical] [added: cylindrical, tubular] and mortise door locksets, security levers and master key systems that are used to protect and control access and a range of portable security products, including bicycle, small vehicle and travel [removed: locks.][added: locks;]
- *Door [removed: closers,] controls and [added: systems and] exit devices*: An extensive portfolio of life-safety products and solutions generally installed on fire doors and facility entrances and exits.
Door controls [added: and systems] include [removed: both] mechanical door [removed: closers and] [added: closers,] automatic door [removed: operators.][added: operators, as well as high-performance interior and storefront door systems.]
Exit devices, also known as panic hardware, provide rapid egress to allow building occupants to exit safely in an [removed: emergency;][added: emergency.]
- *Electronic security products and access control [removed: systems, including software solutions*:] [added: systems*:] A broad range of electrified locks, [added: electrified door closers and exit devices,] access control [added: products and] systems, [removed: key card] [added: credentials] and [removed: reader systems] [added: credential readers] and accessories, including IoT, [removed: BLE,] [added: Bluetooth Low Energy,] Power over Ethernet and cloud-based solutions;
- *Time, attendance and workforce productivity systems*: [removed: Products and services] [added: These products are] designed to help business customers manage and monitor workforce [removed: access control parameters,] [added: access,] attendance and employee [removed: scheduling.][added: scheduling;]
We also offer ongoing aftermarket [removed: services in addition to] [added: services,] design and installation [removed: offerings;][added: offerings and locksmith services in select locations.]
- [removed: *Other accessories*:] [added: *Doors, accessories and other*:] A [added: portfolio of hollow metal, glass and specialty doors, as well as a] variety of additional security [added: products] and [removed: product] components, including hinges, door pulls, door stops, bike lights, louvers, weather stripping, thresholds and other accessories, as well as certain bathroom fittings and accessibility [removed: aids.][added: aids; and]
Through a few of our businesses, [removed: such as] [added: most notably our Access Technologies business,] Interflex and our Global Portable Security brands, we also provide products and services directly to end-users.
Our 10 largest customers represented approximately [removed: 25%] [added: 26%] of our total Net revenues in [removed: 2021.][added: 2022.]
No single customer represented 10% or more of our total Net revenues in [removed: 2021.][added: 2022.]
For example, we are members of [added: the American Association of Automatic Door Manufacturers (AAADM),] Builders Hardware Manufacturers Association (BHMA), Connectivity Standards Alliance, Construction Specification Institute, Door and Hardware Institute (DHI), FiRa Consortium, [added: National Association of State Fire Marshals (NASFM),] Partner Alliance for Safer Schools (PASS), Physical Security Interoperability Alliance (PSIA), Security Industry Association, Security Technology Alliance, Z-Wave Alliance, The European Federation of Associations of Locks and Builders Hardware Manufacturers (ARGE), ASSOFERMA (Italy), BHE (Germany) and UNIQ (France).
We manufacture [removed: our] products in [removed: our] [added: several] geographic markets around the world.
We operate 29 principal production and assembly facilities – [removed: 14] [added: 16] in our Allegion Americas segment and [removed: 15] [added: 13] in our Allegion International segment.
We own [removed: 15] [added: 16] of these facilities and lease the others.
We support our region-of-use production strategy with corresponding region-of-use supplier [removed: partners, where available.][added: partners for much of our supply base.]
| Exit devices | | | Electronic security products | | |
| Doors, accessories and other | | | Services and software | | |
For example, in 2022, we acquired Stanley Access Technologies LLC and assets related to the automatic entrance solutions business from Stanley Black & Decker, Inc. (the "Access Technologies business"), which patented the world's first hands-free door operator in 1931.
Through this acquisition, we have added another innovative market leader to our portfolio of businesses and broadened our product and service offerings throughout the U.S. and Canada.
| Electronic Locks, Locksets and Portable Locks | | | | | | Schlage, Gainsborough, CISA | | | | | | 2020/ 2021/2022 | | | | | | Schlage Encode Plus Smart WiFi Deadbolt, one of the first in the market to work with Apple home keys, allows lock or unlock access using an iPhone or Apple Watch. NDEBSi and LEBSi (Schlage) wireless electronic locks expand access control. Introduction of MIFARE® DESFire® EV3 family (Schlage) provides increased levels of security, flexibility and freedom of choice for customers when it comes to providing access using credential technology. In Australia, a next generation smart lock, Freestyle Trilock (Gainsborough), features passage, privacy or dead lock modes and can be operated using the built-in keypad, a key override or through the mobile app. In conjunction with the optional WiFi bridge, the Trilock can be programmed and operated from anywhere in the world. In Europe, new high security connected solutions (CISA Domo Connexa) and integration of Smart Access functionalities include CISA ACS platform solutions for hospitality, with both cloud-based (Aero) and on-premise hardware (eServer), as well as wall mount energy saver with card intelligent detection. | | |
| Electronic Key Systems and Access Control, Mobile and Web Applications | | | | | | Schlage, ISONAS, SimonsVoss | | | | | | 2020/ 2021/2022 | | | | | | Mobile Student ID (Schlage) allows university students, faculty and staff to add student ID cards to their virtual wallets for door access, payments, attendance tracking and ticketing. Pure Access (ISONAS) enhanced support for mobile-ready MTB readers (Schlage) connected to an ISONAS IP-Bridge allows seamless integration with mobile credentials and enhanced functionality for the NDE/LE (Schlage) wireless locks. FSS1 High Security Door Position Sensors (Schlage) provide a high-security solution with adjustable anti-tamper features to help prevent against attacks through magnetic, electronic or physical means. AX Manager Classic (SimonsVoss) for management of digital locking systems based on a new Microsoft SQL-based backend system with new user interface. | | |
| Mechanical Locks, Locksets, Portable Locks and Key Systems | | | | | | CISA, Bricard, AXA | | | | | | 2020/ 2021/2022 | | | | | | New flat key European cylinders for multiple entrance buildings (CISA Asix P8). Evidence (Bricard) handle ranges for commercial and residential markets, with an exclusive rose fixation and adjustment design, functionality and finishes. Innovation in bike safety including Fold Lite (AXA) folding bike lock with a bracket that can be mounted on the frame. | | |
In addition, with our recently acquired Access Technologies business, we now offer a full range of automatic entrance solutions, including sliding, swing, folding and ICU doors, as well as an array of sensors, controls and security options for commercial and institutional buildings;
- *Services and software*: Our Access Technologies business offers extensive planned inspection, maintenance and repair services for its automatic entrance solutions throughout the U.S. and Canada.
Additionally, we offer software as a service ("SaaS") offerings throughout the U.S. and internationally, including access control, IoT integration and workforce management solutions.
While these trends have negatively impacted our results of operations, we have taken multiple actions to address these challenges, including product redesigns, carrying increased levels of safety stock and working with our supplier base, including establishing new and diverse supplier relationships, to increase part and component availability and our overall supply chain agility.
As a result of these actions, we have seen many of these supply chain related challenges improve over the second half of 2022, although shortages of electronic parts and components persist.
| Everett, Washington | | | | | | Clamecy, France | | |
| Farmington, Connecticut | | | | | | Durchhausen, Germany | | |
| Greenfield, Indiana | | | | | | Faenza, Italy | | |
| Irving, Texas | | | | | | Jinshan, China | | |
| Mississauga, Ontario | | | | | | Osterfeld, Germany | | |
| Perrysburg, Ohio | | | | | | Renchen, Germany | | |
| Princeton, Illinois | | | | | | Veenendaal, Netherlands | | |
As of December 31, 2022, we had approximately 12,300 employees worldwide, with approximately 46% employed within the U.S. and approximately 54% based outside the U.S. Among our U.S. based employees, approximately 15% were subject to collective bargaining agreements with various labor unions.
Outside the U.S., we have employees in certain countries, particularly in Europe, that are represented by an employee representative organization, such as a works council.
The vast majority of our employees work on a full-time basis.
We believe our relations with our workforce in both unionized and non-unionized settings are generally positive.
health and wellness programs, education benefits to pursue degrees and certifications and additional offerings to support financial stability and personal planning.
Our performance management system includes annual performance reviews for all permanent salaried employees, where, in alignment with our values, an open feedback culture is encouraged, regardless of level or hierarchy.
As part of their quarterly business review, the ELT reviews talent development, focusing on developing a diverse succession pipeline.
During 2022, we updated our strategic action priorities, which center on: 1) Building and sustaining equitable policies and practices; 2) Creating an inclusive culture; and 3) Elevating the approach to DEI in our industry and having a positive impact on our communities.
We continue to adapt to changing health conditions at a local level and support a wide range of health and safety measures, including encouraging preventative measures such as COVID-19 and influenza vaccines and booster shots.
In 2022, Allegion was among the notable companies honored with a SEAL Business Sustainability Award, in recognition of our proactive water reduction project implemented across two of our production facilities in the Baja region of Mexico.
| Electronic security products | | | Software-enabled access control systems | | |
| Exit devices | | | Locks, locksets, portable locks, key systems and services | | |
| Residential Locks, Cylinders and Levers | | | | | | Schlage, Gainsborough, CISA | | | | | | 2019/2020/ 2021 | | | | | | Schlage Primus® RP patented, restricted key systems, allowing the widely used, historic Schlage Obverse keyway family a path to Primus levels of security with patent coverage to 2029. Next generation smart lock (Schlage Encode) is joined by one in Australia (Gainsborough Freestyle Trilock), which has passage, privacy or dead lock modes that can be operated using the built-in keypad, a key override or through the mobile app and offers integrations with Amazon Alexa and Google Assistant. The optional WiFi bridge can be used to program and operate the lock from anywhere in the world. New flat key European cylinders for multiple entrance buildings (CISA Asix P8) and high security connected solutions (CISA Domo Connexa). | | |
| Commercial Locks, Cylinders, Levers and Electronic Access Platforms | | | | | | Schlage, SimonsVoss, CISA | | | | | | 2019/2020/2021 | | | | | | Release of mobile-enabled versions of locks, readers and controllers (Schlage NDE, LE, MTB and CTE), mobile credentials, Bluetooth Low Energy ("BLE") and RFID technology and integrations between electronic locks and exit devices (Schlage, CISA). RC reader controller combines powerful ISONAS PureIP technology together with intelligent hardware (Schlage Mobile Access Solutions). New Digital Cylinder AX (SimonsVoss) supports active transponders, Mifare badges and BLE, a further step towards digitizing the door through the keyhole. Mortice self-locking system with a mono-point motorized lock variant (CISA) and new platformed, modular replacement of cylindrical locks (Schlage ALX). New multipoint exit mortice self-locking system for panic exit doors with narrow profile (CISA). Enhanced access control solutions for low-to-medium complexity applications offers a complete portfolio of IP and mobile-enabled devices across a variety of popular applications and openings (Schlage, ISONAS, Locknetics, Von Duprin, and Falcon). | | |
| Bike Lighting and Portable Locking Solutions | | | | | | AXA, Kryptonite, Trelock | | | | | | 2019/2020/2021 | | | | | | Innovation in bike safety from each of our Global Portable Security brands (AXA, Kryptonite, Trelock); and new ergonomic cable and chain locks (AXA). | | |
| Software, Mobile and Web Applications | | | | | | Schlage, CISA, Gainsborough | | | | | | 2019/2020/2021 | | | | | | Mobile apps for iOS and Android phones (Schlage, CISA, Gainsborough) lock, unlock, issue mobile keys and give status checks. Schlage Mobile Student ID allows university students, faculty and staff to add student ID cards to Apple Wallet or Google Pay for door access, payments, attendance tracking and ticketing). App and mobile solution (CISA Smart Access) allows guests to use their smartphone like a room key and also start a WhatsApp chat with the front desk with a single click, creating guest experiences beyond security and safety. Cloud access management software (CISA AERO) expands with a new open software interface for property management systems. | | |
We also offer locksmith services in select locations;
- *Doors and door systems*: A portfolio of hollow metal, glass and specialty doors and door systems; and
These trends had a negative impact on our results of operations in 2021, and while we currently anticipate these challenges to continue in 2022, we are rapidly adapting to navigate these challenges.
We consider our CISA, Interflex, LCN, Schlage,
| Everett, Washington | | | | | | Bucheon, South Korea | | |
| Irving, Texas | | | | | | Durchhausen, Germany | | |
| Mississauga, Ontario | | | | | | Feuquieres, France | | |
| Perrysburg, Ohio | | | | | | Jinshan, China | | |
| Princeton, Illinois | | | | | | Monsampolo, Italy | | |
| Security, Colorado | | | | | | Osterfeld, Germany | | |
In 2020, we experienced lower sales volumes during the second quarter, principally due to the economic challenges stemming from the COVID-19 pandemic; however, this is not anticipated to be a long-term trend in the seasonality of our businesses.
Net revenues by quarter for the years ended December 31, 2021, 2020 and 2019, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | First Quarter | | | | | | Second Quarter | | | | | | Third Quarter | | | | | | Fourth Quarter | | |
| 2021 | | | | | | 24% | | | | | | 26% | | | | | | 25% | | | | | | 25% | | |
| 2020 | | | | | | 25% | | | | | | 21% | | | | | | 27% | | | | | | 27% | | |
| 2019 | | | | | | 23% | | | | | | 26% | | | | | | 26% | | | | | | 25% | | |
As of December 31, 2021, we had approximately 11,000 employees around the world, the vast majority working full time.
Health and wellness programs are provided globally and contribute to a productive, sustainable workforce by empowering our employees to take personal responsibility for their health, safety and well-being.
In addition, we maintain tobacco-free facilities and pursue strategies to incentivize healthy behaviors and outcome-driven rewards.
Pay for performance strategies consider not only accomplishments, but how individuals achieve results.
The Allegion Leadership Behaviors – be a pioneer, break boundaries, coach, champion change, be courageous and inspire – are used to identify key talent and to train and develop aspiring leaders.
Talent attraction efforts go beyond emerging talent strategies to span core capabilities that enable the business to run, grow and transform.
These talent attraction efforts are complemented with a total reward framework, internal learning and development paths and career growth opportunities to secure Allegion as an employer of choice, where people want to come work, stay and thrive.
Talent development and succession planning at all levels of the organization are instrumental in ensuring we have the key capabilities to deliver the value proposition expected by our customers and employees.
During 2021, we focused on four action priorities: establish the Inclusion Council; charter and expand employee resource groups; review business policies, processes and practices; and launch the Supplier Diversity Program.
In 2021, Allegion was named the winner of the Jackson Lewis Diversity, Equity and Inclusion Champion, on the merits of our company’s proactive and intentional global efforts throughout 2021.
equality, justice and address systemic bias.
We have adopted numerous health and safety measures in accordance with best-practice safe hygiene guidelines issued by recognized health experts like the U.S. Centers for Disease Control and Prevention (“CDC”), the European Centre for Disease Prevention and Control (“ECDC”) and the World Health Organization (“WHO”), as well as any applicable government mandates.
We continue to adapt to changing health conditions at a local level and support a wide range of health and safety measures, including reduced density, remote and hybrid work options for appropriate roles, cleaning and hygiene protocols, visitor management and mask-wearing.
We also encourage preventative measures, including COVID-19 and influenza vaccines and booster shots.
We also regularly evaluate our
The contents of our website are not incorporated by reference in this report.
An excerpt. Shown here: 40 of 100 rewritten, all 29 added and all 40 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 1 added, 0 removed, 2 unchanged
This item should be read in conjunction with the [removed: Company's] Risk Factors [added: set forth] in Part [removed: I, Item 1A for additional information.][added: I.]
Item 1A of this Form 10-K.
Cover and table of contents
44 rewritten, 17 added, 18 removed, 96 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
[removed: ][added: ]
The aggregate market value of [added: our] ordinary shares held by non-affiliates on June 30, [removed: 2021] [added: 2022] was approximately [removed: $12.5] [added: $8.6] billion based on the closing price of such [removed: stock] [added: shares] on the New York Stock [removed: Exchange.][added: Exchange on that date.]
The number of ordinary shares outstanding of Allegion plc as of February [removed: 10, 2022] [added: 16, 2023] was [removed: 88,230,442.][added: 87,867,431.]
Portions of the registrant’s definitive proxy statement to be filed [added: with the Securities and Exchange Commission (the "SEC")] within 120 days of the close of the registrant’s fiscal year in connection with the registrant’s Annual General Meeting of Shareholders to be held June [removed: 2, 2022] [added: 8, 2023] (the "Proxy Statement") are incorporated by reference into Part [removed: II and Part] III of this Form 10-K as described herein.
| Part I | | | Item 1. | | | [removed: [Business](#i42dbe9d853384615ac6fc384cf0f23cd_16)] [added: [Business](#i18fb89f15fde426e9266f6293eb02c97_16)] | | | [removed: [4](#i42dbe9d853384615ac6fc384cf0f23cd_16)] [added: [4](#i18fb89f15fde426e9266f6293eb02c97_16)] | | |
| | | | Item 1A. | | | [Risk [removed: Factors](#i42dbe9d853384615ac6fc384cf0f23cd_19)] [added: Factors](#i18fb89f15fde426e9266f6293eb02c97_19)] | | | [removed: [16](#i42dbe9d853384615ac6fc384cf0f23cd_19)] [added: [14](#i18fb89f15fde426e9266f6293eb02c97_19)] | | |
| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i42dbe9d853384615ac6fc384cf0f23cd_22)] [added: Comments](#i18fb89f15fde426e9266f6293eb02c97_22)] | | | [removed: [27](#i42dbe9d853384615ac6fc384cf0f23cd_22)] [added: [25](#i18fb89f15fde426e9266f6293eb02c97_22)] | | |
| | | | Item 2. | | | [removed: [Properties](#i42dbe9d853384615ac6fc384cf0f23cd_25)] [added: [Properties](#i18fb89f15fde426e9266f6293eb02c97_25)] | | | [removed: [27](#i42dbe9d853384615ac6fc384cf0f23cd_25)] [added: [25](#i18fb89f15fde426e9266f6293eb02c97_25)] | | |
| | | | Item 3. | | | [Legal [removed: Proceedings](#i42dbe9d853384615ac6fc384cf0f23cd_28)] [added: Proceedings](#i18fb89f15fde426e9266f6293eb02c97_28)] | | | [removed: [27](#i42dbe9d853384615ac6fc384cf0f23cd_28)] [added: [25](#i18fb89f15fde426e9266f6293eb02c97_28)] | | |
| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i42dbe9d853384615ac6fc384cf0f23cd_31)] [added: Disclosures](#i18fb89f15fde426e9266f6293eb02c97_31)] | | | [removed: [27](#i42dbe9d853384615ac6fc384cf0f23cd_31)] [added: [26](#i18fb89f15fde426e9266f6293eb02c97_31)] | | |
| Part II | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i42dbe9d853384615ac6fc384cf0f23cd_37)] [added: Securities](#i18fb89f15fde426e9266f6293eb02c97_37)] | | | [removed: [29](#i42dbe9d853384615ac6fc384cf0f23cd_37)] [added: [27](#i18fb89f15fde426e9266f6293eb02c97_37)] | | |
| | | | Item 6. | | | [removed: [\[Reserved\]](#i42dbe9d853384615ac6fc384cf0f23cd_40)] [added: [\[Reserved\]](#i18fb89f15fde426e9266f6293eb02c97_40)] | | | [removed: [30](#i42dbe9d853384615ac6fc384cf0f23cd_40)] [added: [28](#i18fb89f15fde426e9266f6293eb02c97_40)] | | |
| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i42dbe9d853384615ac6fc384cf0f23cd_43)] [added: Operations](#i18fb89f15fde426e9266f6293eb02c97_43)] | | | [removed: [31](#i42dbe9d853384615ac6fc384cf0f23cd_43)] [added: [29](#i18fb89f15fde426e9266f6293eb02c97_43)] | | |
| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i42dbe9d853384615ac6fc384cf0f23cd_58)] [added: Risk](#i18fb89f15fde426e9266f6293eb02c97_58)] | | | [removed: [45](#i42dbe9d853384615ac6fc384cf0f23cd_58)] [added: [42](#i18fb89f15fde426e9266f6293eb02c97_58)] | | |
| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i42dbe9d853384615ac6fc384cf0f23cd_61)] [added: Data](#i18fb89f15fde426e9266f6293eb02c97_61)] | | | [removed: [46](#i42dbe9d853384615ac6fc384cf0f23cd_61)] [added: [43](#i18fb89f15fde426e9266f6293eb02c97_61)] | | |
| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i42dbe9d853384615ac6fc384cf0f23cd_64)] [added: Disclosure](#i18fb89f15fde426e9266f6293eb02c97_64)] | | | [removed: [46](#i42dbe9d853384615ac6fc384cf0f23cd_64)] [added: [43](#i18fb89f15fde426e9266f6293eb02c97_64)] | | |
| | | | Item 9A. | | | [Controls and [removed: Procedures](#i42dbe9d853384615ac6fc384cf0f23cd_67)] [added: Procedures](#i18fb89f15fde426e9266f6293eb02c97_67)] | | | [removed: [46](#i42dbe9d853384615ac6fc384cf0f23cd_67)] [added: [43](#i18fb89f15fde426e9266f6293eb02c97_67)] | | |
| | | | Item 9B. | | | [Other [removed: Information](#i42dbe9d853384615ac6fc384cf0f23cd_70)] [added: Information](#i18fb89f15fde426e9266f6293eb02c97_70)] | | | [removed: [47](#i42dbe9d853384615ac6fc384cf0f23cd_70)] [added: [44](#i18fb89f15fde426e9266f6293eb02c97_70)] | | |
| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i42dbe9d853384615ac6fc384cf0f23cd_1615)] [added: Inspections](#i18fb89f15fde426e9266f6293eb02c97_73)] | | | [removed: [47](#i42dbe9d853384615ac6fc384cf0f23cd_1615)] [added: [44](#i18fb89f15fde426e9266f6293eb02c97_73)] | | |
| Part III | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i42dbe9d853384615ac6fc384cf0f23cd_76)] [added: Governance](#i18fb89f15fde426e9266f6293eb02c97_79)] | | | [removed: [48](#i42dbe9d853384615ac6fc384cf0f23cd_76)] [added: [45](#i18fb89f15fde426e9266f6293eb02c97_79)] | | |
| | | | Item 11. | | | [Executive [removed: Compensation](#i42dbe9d853384615ac6fc384cf0f23cd_79)] [added: Compensation](#i18fb89f15fde426e9266f6293eb02c97_82)] | | | [removed: [48](#i42dbe9d853384615ac6fc384cf0f23cd_79)] [added: [45](#i18fb89f15fde426e9266f6293eb02c97_82)] | | |
| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i42dbe9d853384615ac6fc384cf0f23cd_82)] [added: Matters](#i18fb89f15fde426e9266f6293eb02c97_85)] | | | [removed: [48](#i42dbe9d853384615ac6fc384cf0f23cd_82)] [added: [45](#i18fb89f15fde426e9266f6293eb02c97_85)] | | |
| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i42dbe9d853384615ac6fc384cf0f23cd_85)] [added: Independence](#i18fb89f15fde426e9266f6293eb02c97_88)] | | | [removed: [48](#i42dbe9d853384615ac6fc384cf0f23cd_85)] [added: [45](#i18fb89f15fde426e9266f6293eb02c97_88)] | | |
| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i42dbe9d853384615ac6fc384cf0f23cd_88)] [added: Services](#i18fb89f15fde426e9266f6293eb02c97_91)] | | | [removed: [48](#i42dbe9d853384615ac6fc384cf0f23cd_88)] [added: [45](#i18fb89f15fde426e9266f6293eb02c97_91)] | | |
| Part IV | | | Item 15. | | | [removed: [Exhibits](#i42dbe9d853384615ac6fc384cf0f23cd_94) [and](#i42dbe9d853384615ac6fc384cf0f23cd_94) [Financial] [added: [Exhibits and Financial] Statement [removed: Schedules](#i42dbe9d853384615ac6fc384cf0f23cd_94)] [added: Schedules](#i18fb89f15fde426e9266f6293eb02c97_97)] | | | [removed: [49](#i42dbe9d853384615ac6fc384cf0f23cd_94)] [added: [46](#i18fb89f15fde426e9266f6293eb02c97_97)] | | |
| | | | Item 16. | | | [Form 10-K [removed: Summary](#i42dbe9d853384615ac6fc384cf0f23cd_100)] [added: Summary](#i18fb89f15fde426e9266f6293eb02c97_103)] | | | [removed: [53](#i42dbe9d853384615ac6fc384cf0f23cd_100)] [added: [50](#i18fb89f15fde426e9266f6293eb02c97_103)] | | |
Certain statements in this report, other than purely historical information, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of [removed: 1934.][added: 1934, as amended (the "Exchange Act").]
These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "forecast," "outlook," "intend," "strategy," [removed: "future", "opportunity",] [added: "future," "opportunity,"] "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar expressions generally intended to identify forward-looking statements.
They are subject to future events, risks and uncertainties – many of which are beyond our control – as well as potentially inaccurate assumptions, that could cause actual results to differ materially from our expectations and [removed: projections.][added: projections including, among other things:]
- the development, commercialization and acceptance of new products and [removed: services that meet the varied and evolving needs of our customers;][added: services;]
- [removed: the demand for our products and services, including] changes in customer and consumer [removed: preferences,] [added: preferences] and our ability to maintain beneficial relationships with large customers;
- our products or solutions [removed: fail] [added: failing] to meet certification and specification requirements, [removed: are defective] [added: being defective, causing property damage, bodily harm] or [added: injury, or] otherwise [removed: fall] [added: falling] short of customers’ needs and expectations;
- [removed: the effects of] global climate change or other unexpected events, including global health crises, [removed: that may disrupt our operations;][added: such as COVID-19;]
- [added: the failure of] our [removed: reliance on] third-party vendors [added: to provide effective support] for many of the critical elements of our global information and operational technology [removed: infrastructure and their failure to provide effective support for such] infrastructure;
- [removed: disruption] [added: the proper functioning of our information technology] and [added: operational technology systems, including disruption or] breaches of our information [removed: systems;][added: systems, such as cybersecurity attacks;]
- [added: our] ability to recruit and retain a highly qualified and diverse workforce;
- disruptions in our global supply chain, including [removed: supply chain constraints, electronic component and labor shortages and] product manufacturing and logistical services provided by our supplier partners;
- [removed: economic, political] [added: volatility] and [removed: business conditions] [added: uncertainty] in the [removed: markets] [added: political, economic and regulatory environments] in which we operate, including changes to trade agreements, sanctions, import and export [added: regulations, custom duties and applicable tax] regulations and [removed: custom duties;][added: interpretations, social and political unrest, instability, national and international conflict, terrorist acts and other geographical disputes and uncertainties;]
- [removed: conditions] [added: the strength and stability] of the institutional, commercial and residential construction and remodeling [removed: markets, including the impact of work-from-home trends;][added: markets;]
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's effective officers during the relevant recovery period pursuant to §240.10D-1(b).
For the Fiscal Year Ended December 31, 2022
| | | | [Signatures](#i18fb89f15fde426e9266f6293eb02c97_106) | | | | | | [51](#i18fb89f15fde426e9266f6293eb02c97_106) | | |
- ongoing macroeconomic challenges and continued economic instability;
- increased prices and inflation;
- instability in the U.S. and global capital and credit markets;
- our ability to make scheduled debt payments or to refinance our debt obligations;
- increased competition, including from technological developments;
- our ability to identify and successfully complete and integrate acquisitions, including achieving their anticipated strategic and financial benefits;
- our ability to achieve the expected improvements or financial returns we expect from our strategic initiatives;
- our ability to effectively manage real or perceived issues related to product quality, safety, corporate social responsibility and other reputational matters;
- legal judgments, fines, penalties or settlements imposed against us or our assets as a result of legal proceedings, claims and disputes;
- risks related to our incorporation in Ireland, including the possible effects on us of future legislation or adverse determinations by taxing authorities that could increase our tax burden.
These events, risks and uncertainties are further described in Item 1A.
"Risk Factors" and Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" of this report.
| | | | [Signatures](#i42dbe9d853384615ac6fc384cf0f23cd_103) | | | | | | [54](#i42dbe9d853384615ac6fc384cf0f23cd_103) | | |
Forward-looking statements may relate to such matters as: statements regarding the continued impacts of the global COVID-19 pandemic, supply chain constraints, electronic component and labor shortages, inflation, rising freight and material costs, projections of revenue, margins, expenses, tax provisions, earnings, cash flows, benefit obligations, dividends, share purchases or other financial items; any statements of the plans, strategies and objectives of management for future operations, including those relating to any statements concerning expected development, performance or market share relating to our products and services; any statements regarding future economic conditions or our performance; any statements regarding pending investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.
You are advised to review any further disclosures we make on related subjects in materials we file with or furnish to the United States Securities and Exchange Commission ("SEC").
Factors that might affect our forward-looking statements include, among other things:
- adverse impacts to our business operations due to the global COVID-19 pandemic and our ability to predict the full extent of such impacts;
- competitive factors in the industry in which we compete, including technological developments and increased competition from private label brands;
- the ability to complete and integrate any acquisitions and/or losses related to our investments in external companies;
- our ability to operate efficiently and productively;
- our ability to manage risks related to our information technology and operational technology systems and cybersecurity, including implementation of new processes that may cause disruptions and be more difficult, costly or time consuming than expected;
- availability of and increased inflation impacting the prices of raw materials, parts and components, freight, packaging, labor and energy;
- interest rate fluctuations and other changes in borrowing costs, in addition to risks associated with our outstanding and future indebtedness;
- the impact our outstanding indebtedness may have on our business and operations and other capital market conditions, including availability of funding sources and currency exchange rate fluctuations;
- risks related to corporate social responsibility and reputational matters;
- the outcome of any litigation, governmental investigations or proceedings;
- risks related to our incorporation in Ireland, including the possible effects on us of future legislation or interpretations 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.
Some of the significant risks and uncertainties that could cause actual results to differ materially from our expectations and projections are described more fully in Item 1A.
"Risk Factors." You should read that information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of this report and our Consolidated Financial Statements and related notes in Item 8 of this report.
We note such information for investors as permitted by the Private Securities Litigation Reform Act of 1995.
An excerpt. Shown here: 40 of 44 rewritten, all 17 added and all 18 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2022 filing and the FY2021 filing.
Item 2. PROPERTIES
2 rewritten, 0 added, 0 removed, 2 unchanged
Our active properties represent about [removed: 6.3] [added: 6.7] million square feet, of which approximately [removed: 40%] [added: 41%] is leased.
We own [removed: 15] [added: 16] of our production and assembly facilities, with the remainder under long-term lease arrangements.
Item 4. MINE SAFETY DISCLOSURES
18 rewritten, 11 added, 5 removed, 10 unchanged
The following is a list of executive officers of the Company as of February [removed: 15, 2022.][added: 22, 2023.]
*David [removed: D.][added: S.]
[removed: Petratis*,] [added: Stone*,] age [removed: 64,] [added: 52,] has served as our [removed: Chairman,] President and Chief Executive Officer since [removed: 2013.][added: July 2022.]
[removed: Shannon*,] [added: Wagnes*,] age [removed: 59,] [added: 49,] has served as our Senior Vice President and Chief Financial Officer since [removed: 2013.][added: March 2022.]
Braun*, age [removed: 62,] [added: 63,] has served as our Senior Vice President and General Counsel since 2014.
Mr. Braun also served as Secretary from [added: July 2022 to February 2023 and from] 2018 to 2020.
Eckersley*, age [removed: 60,] [added: 61,] has served as our Senior Vice President – Allegion International since 2021.
Farrer,* age [removed: 59,] [added: 60,] has served as our Senior Vice President – Global Operations and Integrated Supply Chain since June 2021.
Ms. Farrer served as our Vice President – Global Operations and Integrated Supply Chain from [removed: October] 2020 to [removed: June 2021.][added: 2021 and as Vice President, Global Supply Management from 2017 to 2020.]
Kemp*, age [removed: 53,] [added: 54,] has served as our Senior Vice President – Chief Information and Digital Officer since [added: December] 2020.
Ms. Kemp served as our Senior Vice President – Chief Customer and Digital Officer from 2019 to [removed: December 2020.][added: 2020 and Senior Vice President and Chief Information Officer from 2015 to 2019.]
Martens*, age [removed: 51,] [added: 52,] has served as our Senior Vice President – Chief Innovation and Design Officer since [added: December] 2019 and Futurist and President of Allegion Ventures since 2017.
[removed: Ranck*,] [added: Musial*,] age [removed: 63,] [added: 42,] has served as our Vice President, Controller and Chief Accounting Officer since [removed: 2013.][added: March 2022.]
Wenos,* age [removed: 55,] [added: 56,] has served as our Senior Vice President – Chief Technology Officer since [added: June] 2019.
Mr. Wenos served as our Vice President – Global Technology and Engineering from 2018 to 2019 and [removed: served] as both [removed: our] Vice President – Americas Engineering and Vice President – Global Mechanical Products from 2016 to 2018.
All above-listed [added: executive] officers [added: except for Mr. Stone] have been employed by the Company for more than the past five years.
No family relationship exists between any of the above-listed executive officers [added: or directors] of the Company.
All [added: executive] officers are elected to hold office for one year or until their successors are elected and qualified or their earlier death, resignation or removal from office by [removed: the] [added: our] Board of [removed: Directors of the Company.][added: Directors.]
*John H.
Prior to joining Allegion, Mr. Stone served as President, Worldwide Construction, Forestry and Power Systems at Deere & Company, an agricultural machinery and heavy equipment company ("Deere"), from 2020 to 2022, and prior to that, served as Senior Vice President, Intelligent Solutions Group at Deere from 2016 to 2020.
*Michael J.
Mr. Wagnes served as our Vice President and General Manager, Commercial Americas from 2020 to 2022 and as our Vice President – Investor Relations and Treasury from 2016 to 2020.
Ilardi,* age 44, has served as our Senior Vice President – Allegion Americas since March 2022.
Mr. Ilardi served as our General Manager, Allegion Home from 2019 to 2022 and Regional Vice President Sales, Central Region from 2017 to 2019.
*Nickolas A.
Mr. Musial served as our Vice President of Finance, Allegion Americas from 2017 to 2022.
*Jennifer L.
Preczewski,* age 41, has served as our Senior Vice President – Chief Human Resources Officer since February 2023.
Ms. Preczewski served as our Vice President – Chief Human Resources Officer from July 2022 to February 2023, as our Vice President, HR – Total Rewards and Global Talent from 2020 to 2022, Vice President, Global Talent from 2018 to 2020, and Vice President, Human Resources – Americas from 2016 to 2018.
*Patrick S.
Ms. Farrer served as our Vice President, Global Supply Management from 2017 to 2020 and as our Vice President, Operations – Americas from 2013 to 2017.
Ms. Kemp also served as our Senior Vice President and Chief Information Officer from 2015 to 2019.
Mr. Martens served as Futurist of the Americas region and Director of Connectivity Platforms from 2014 to 2017.
*Douglas P.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
14 rewritten, 7 added, 9 removed, 12 unchanged
Our ordinary shares are traded on the [removed: NYSE] [added: New York Stock Exchange] under the symbol ALLE.
As of February [removed: 10, 2022,] [added: 16, 2023,] the number of record holders of ordinary shares was [removed: 2,176.][added: 2,054.]
Our Board of Directors declared dividends of [removed: $0.36] [added: $0.41] per ordinary share on February [removed: 5, 2021,] [added: 4, 2022,] April [removed: 8, 2021,] [added: 7, 2022,] September 1, [removed: 2021] [added: 2022] and December [removed: 10, 2021.][added: 1, 2022.]
On February [removed: 4, 2022,] [added: 9, 2023,] our Board of Directors declared a dividend of [removed: $0.41] [added: $0.45] per ordinary share payable [added: on] March 31, [removed: 2022.][added: 2023, to shareholders of record on March 15, 2023.]
We paid a total of [removed: $129.0] [added: $143.9] million in cash for dividends to ordinary shareholders during the year ended December 31, [removed: 2021.][added: 2022.]
Future dividends on our ordinary shares, if any, will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions [added: (including under the agreements governing our indebtedness)] and other factors that the Board of Directors may deem relevant, as well as our ability to pay dividends in compliance with the Irish Companies Act.
Distributable reserves, broadly, means the accumulated realized profits of Allegion plc [removed: (ALLE-Ireland) and] [added: ("ALLE-Ireland") which] are unrelated to any GAAP [removed: reporting amount (e.g.] [added: reported amounts (e.g.,] retained earnings).
As of December 31, [removed: 2021,] [added: 2022,] we had distributable reserves of [removed: $3.7] [added: $3.8] billion.
In addition, no distribution or dividend may be made unless the net assets of ALLE-Ireland are equal to, or in excess of, the aggregate of ALLE-Ireland’s called up share capital plus undistributable [removed: reserves] [added: reserves,] and the distribution [added: or dividend] does not reduce ALLE-Ireland’s net assets below such aggregate.
Based on market conditions, share repurchases [removed: are] [added: may be] made from time to time in the open market at the discretion of management.
The annual changes for the five-year period shown below are based on the assumption that $100 had been invested in Allegion plc ordinary shares, the Standard & Poor’s 500 Stock Index ("S&P 500") and the Standard & Poor's 400 Capital Goods Index ("S&P 400 Capital Goods") on December 31, [removed: 2016,] [added: 2017,] and that all quarterly dividends were reinvested.
The total cumulative dollar returns shown on the graph represent the value that such investments would have had on December 31, [removed: 2021.][added: 2022.]
[removed: ][added: ]
| | | | December 31, [removed: 2016 | | | December 31,] 2017 | | | December 31, 2018 | | | December 31, 2019 | | | December 31, 2020 | | | December 31, 2021 | | | [added: December 31, 2022 | | |]
| October 1 - October 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 140,454 | |
| November 1 - November 30 | | | | | | — | | | | | | — | | | | | | — | | | | | | 140,454 | | |
| December 1 - December 31 | | | | | | — | | | | | | — | | | | | | — | | | | | | 140,454 | | |
| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 140,454 | |
| Allegion plc | | | 100.00 | | | 101.18 | | | 159.74 | | | 151.14 | | | 173.89 | | | 140.42 | | |
| S&P 500 | | | 100.00 | | | 95.62 | | | 125.72 | | | 148.85 | | | 191.58 | | | 156.88 | | |
| S&P 400 Capital Goods | | | 100.00 | | | 85.99 | | | 114.15 | | | 136.80 | | | 174.64 | | | 157.15 | | |
Information regarding the principal market for our ordinary shares and related shareholder matters is as follows:
Information regarding equity compensation plans required to be disclosed pursuant to this Item is incorporated by reference from our Proxy Statement.
| October 1 - October 31 | | | | | | 152 | | | | | | $ | 131.43 | | | | | 152 | | | | | | $ | 381,427 | |
| November 1 - November 30 | | | | | | 796 | | | | | | 132.26 | | | | | | 796 | | | | | | 276,085 | | |
| December 1 - December 31 | | | | | | 580 | | | | | | 128.80 | | | | | | 580 | | | | | | 201,435 | | |
| Total | | | | | | 1,528 | | | | | | $ | 130.85 | | | | | 1,528 | | | | | | $ | 201,435 | |
| Allegion plc | | | 100.00 | | | 125.31 | | | 126.79 | | | 200.18 | | | 189.39 | | | 217.90 | | |
| S&P 500 | | | 100.00 | | | 121.83 | | | 116.49 | | | 153.17 | | | 181.35 | | | 233.42 | | |
| S&P 400 Capital Goods | | | 100.00 | | | 124.69 | | | 107.22 | | | 142.34 | | | 170.58 | | | 217.78 | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
5 rewritten, 0 added, 0 removed, 6 unchanged
(a)The following Consolidated Financial Statements and Financial Statement Schedule and the report thereon of PricewaterhouseCoopers LLP dated February [removed: 15, 2022,] [added: 22, 2023,] are presented following Item 16 of this Annual Report on Form 10-K.
Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]
For the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019:][added: 2020:]
Schedule II – Valuation and Qualifying Accounts for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]
Item 9A. CONTROLS AND PROCEDURES
6 rewritten, 3 added, 1 removed, 18 unchanged
The Company's management, including its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the [removed: Securities] Exchange [removed: Act of 1934, as amended (the Exchange Act)),] [added: Act,] as of the end of the period covered by this Annual Report on Form 10-K.
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, [removed: 2021,] [added: 2022,] that the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act has been recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and that such information has been accumulated and communicated to the Company's management including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway [added: Commission (COSO) in *Internal Control-Integrated Framework (2013)*.]
We concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]
There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management's assessment of and conclusion on the effectiveness of internal controls over financial reporting did not include the internal controls of the Access Technologies business, which we acquired
in July 2022.
Due to the timing of this acquisition, and as permitted by SEC guidance, management excluded the Access Technologies business from its December 31, 2022, assessment of internal control over financial reporting.
Commission (COSO) in *Internal Control-Integrated Framework (2013)*.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 2 unchanged
Election of [removed: Directors",] [added: Directors,"] "Delinquent Section 16(a) Reports" and "Corporate Governance" in our Proxy Statement.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated herein by reference to the information contained under the headings "Compensation Discussion and [removed: Analysis",] [added: Analysis,"] "Executive Compensation" and "Compensation Committee Report" in our Proxy Statement.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
33 rewritten, 5 added, 7 removed, 112 unchanged
[removed: Pursuant to the rules and regulations of the SEC, we have filed certain] [added: Certain] agreements [added: filed] as exhibits to this Annual Report on Form [removed: 10-K.][added: 10-K may contain representations and warranties by the parties thereto.]
These representations and warranties have been made solely for the benefit of the [removed: other party or] parties to such agreements and (i) may have been qualified by [added: confidential] disclosures made [removed: to] [added: by parties in connection with] such [removed: other party or parties,] [added: agreements,] (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may [added: or may] not be fully reflected in our public disclosure, (iii) [removed: may] [added: were included in such agreements solely to] reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors.
[removed: Accordingly,] [added: Investors are not third-party beneficiaries under such agreements, and accordingly, should not rely on] these representations and warranties [removed: may not describe] [added: as characterizations of] our actual state of affairs at the date [removed: hereof and should not be relied upon.][added: thereof or hereof.]
| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit48descriptionof.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit48descriptionof.htm)] | | | | | | Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. | | | | | | Incorporated by reference to Exhibit 4.8 of the Company’s Form 10-K filed with the SEC on February 18, 2020 (File No. 001-35971). | | |
| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000019/a1016eckersleyofferletter.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1021formofallegionplcdeed.htm)] | | | | | | [removed: Timothy P. Eckersley Offer Letter, dated October 3, 2013. *] [added: Form of Allegion plc Deed Poll Indemnity.] | | | | | | Incorporated by reference to Exhibit [removed: 10.16] [added: 10.21] of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1579241/000157924117000009/exhibit10150jeffreybraunof.htm)[5](http://www.sec.gov/Archives/edgar/data/1579241/000157924117000009/exhibit10150jeffreybraunof.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/1579241/000157924117000009/exhibit10150jeffreybraunof.htm)] | | | | | | Jeffrey N. Braun Offer Letter, dated June 13, 2014. * | | | | | | Incorporated by reference to Exhibit 10.15 of the Company's Form 10-K filed with the SEC on February 17, 2017 (File No. 001-35971). | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1021formofallegionplcdeed.htm)[6](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1021formofallegionplcdeed.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1022formofallegionusholdi.htm)] | | | | | | Form of Allegion [removed: plc] [added: US Holding Company, Inc.] Deed Poll Indemnity. | | | | | | Incorporated by reference to Exhibit [removed: 10.21] [added: 10.22] of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1022formofallegionusholdi.htm)[7](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1022formofallegionusholdi.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1023formofallegionirishho.htm)] | | | | | | Form of Allegion [removed: US] [added: Irish] Holding [removed: Company, Inc.] [added: Company Limited] Deed Poll Indemnity. | | | | | | Incorporated by reference to Exhibit [removed: 10.22] [added: 10.23] of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1023formofallegionirishho.htm)[8](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1023formofallegionirishho.htm)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/1579241/000157924114000007/exhibit101annualincentivep.htm)] | | | | | | [removed: Form of Allegion Irish Holding Company Limited Deed Poll Indemnity.] [added: Annual Incentive Plan. *] | | | | | | Incorporated by reference to Exhibit [removed: 10.23] [added: 10.1] of the [removed: Company’s Registration Statement on] [added: Company's] Form [removed: 10] [added: 10-K] filed with the SEC on [removed: June 17, 2013, as amended] [added: March 10, 2014] (File No. 001-35971). | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1579241/000157924114000007/exhibit101annualincentivep.htm)[19](http://www.sec.gov/Archives/edgar/data/1579241/000157924114000007/exhibit101annualincentivep.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/1579241/000157924114000007/exhibit102changeinctrlseve.htm)] | | | | | | [removed: Annual Incentive] [added: Change in Control Severance] Plan. * | | | | | | Incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] of the Company's Form 10-K filed with the SEC on March 10, 2014 (File No. 001-35971). | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1579241/000157924114000007/exhibit102changeinctrlseve.htm)[0](http://www.sec.gov/Archives/edgar/data/1579241/000157924114000007/exhibit102changeinctrlseve.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1023formofstockopti.htm)[6](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1023formofstockopti.htm)] | | | | | | [removed: Change in Control Severance Plan.] [added: Form of 2021 Global Stock Option Award Agreement.] * | | | | | | Incorporated by reference to Exhibit [removed: 10.2] [added: 10.23] of the Company's Form 10-K filed with the SEC on [removed: March 10, 2014] [added: February 16, 2021] (File No. 001-35971). | | |
| [10.21](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1021formofspecialgl.htm) | | | | | | Form of Special Global Restricted Stock Unit Award Agreement. * | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 10.21 of the Company's Form 10-K filed with the SEC on February 15, 2022 (File No. 001-35971).] | | |
| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/1579241/000157924119000006/exhibit1022formofrestricte.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1022formofrestricte.htm)[5](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1022formofrestricte.htm)] | | | | | | Form of [removed: 2019] [added: 2021] Global Restricted Stock Unit Award Agreement. * | | | | | | Incorporated by reference to Exhibit 10.22 of the Company's Form 10-K filed with the SEC on February [removed: 19, 2019] [added: 16, 2021] (File No. 001-35971). | | |
| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/1579241/000157924119000006/exhibit1023formofstockopti.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit1023formofstock.htm)[23](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit1023formofstock.htm)] | | | | | | Form of [removed: 2019] [added: 2020] Global Stock Option Award Agreement. * | | | | | | Incorporated by reference to Exhibit 10.23 of the Company's Form 10-K filed with the SEC on February [removed: 19, 2019] [added: 18, 2020] (File No. 001-35971). | | |
| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/1579241/000157924119000006/exhibit1024formofperforman.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1024formofperforman.htm)[27](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1024formofperforman.htm)] | | | | | | Form of [removed: 2019] [added: 2021] Global Performance Stock Unit Award Agreement. * | | | | | | Incorporated by reference to Exhibit 10.24 of the Company's Form 10-K filed with the SEC on February [removed: 19, 2019] [added: 16, 2021] (File No. 001-35971). | | |
| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit1022formofrestr.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit1022formofrestr.htm)[2](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit1022formofrestr.htm)[2](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit1022formofrestr.htm)] | | | | | | Form of 2020 Global Restricted Stock Unit Award Agreement. * | | | | | | Incorporated by reference to Exhibit 10.22 of the Company's Form 10-K filed with the SEC on February 18, 2020 (File No. 001-35971). | | |
| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit1023formofstock.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit1024formofperfo.htm)[4](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit1024formofperfo.htm)] | | | | | | Form of 2020 Global [added: Performance] Stock [removed: Option] [added: Unit] Award Agreement. * | | | | | | Incorporated by reference to Exhibit [removed: 10.23] [added: 10.24] of the Company's Form 10-K filed with the SEC on February 18, 2020 (File No. 001-35971). | | |
| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit1024formofperfo.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1033formof2022globa.htm)[0](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1033formof2022globa.htm)] | | | | | | Form of [removed: 2020] [added: 2022] Global Performance Stock Unit Award Agreement. * | | | | | | Incorporated by reference to Exhibit [removed: 10.24] [added: 10.33] of the Company's Form 10-K filed with the SEC on February [removed: 18, 2020] [added: 15, 2022] (File No. 001-35971). | | |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1022formofrestricte.htm)[8](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1022formofrestricte.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1031formof2022globa.htm)[28](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1031formof2022globa.htm)] | | | | | | Form of [removed: 2021] [added: 2022] Global Restricted Stock Unit Award Agreement. * | | | | | | Incorporated by reference to Exhibit [removed: 10.22] [added: 10.31] of the Company's Form 10-K filed with the SEC on February [removed: 16, 2021] [added: 15, 2022] (File No. 001-35971). | | |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1023formofstockopti.htm)[9](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1023formofstockopti.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1032formof2022globa.htm)[29](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1032formof2022globa.htm)] | | | | | | Form of [removed: 2021] [added: 2022] Global Stock Option Award Agreement. * | | | | | | Incorporated by reference to Exhibit [removed: 10.23] [added: 10.32] of the Company's Form 10-K filed with the SEC on February [removed: 16, 2021 (File] [added: 15, 2022 File] No. 001-35971). | | |
| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1024formofperforman.htm)[30](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000020/exhibit1024formofperforman.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000043/ex107eckersleypsuawardagre.htm)[4](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000043/ex107eckersleypsuawardagre.htm)] | | | | | | [removed: Form of 2021 Global] [added: Timothy P. Eckersley] Performance Stock Unit Award [removed: Agreement.] [added: Agreement, dated March 10, 2021.] * | | | | | | Incorporated by reference to Exhibit [removed: 10.24] [added: 10.7] of the Company's Form [removed: 10-K] [added: 10-Q] filed with the SEC on [removed: February 16,] [added: April 22,] 2021 (File No. 001-35971). | | |
| [removed: [10.34](http://www.sec.gov/Archives/edgar/data/1579241/000157924115000013/exhibit101formofnon-employ.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1579241/000157924115000013/exhibit101formofnon-employ.htm)[1](http://www.sec.gov/Archives/edgar/data/1579241/000157924115000013/exhibit101formofnon-employ.htm)] | | | | | | Form of Non-Employee Director Restricted Stock Unit Award Agreement. * | | | | | | Incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed with the SEC on April 30, 2015 (File No. 001-35971). | | |
| [removed: [10.35](http://www.sec.gov/Archives/edgar/data/1579241/000157924115000033/exhibit101simonsvosssharep.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1579241/000157924115000033/exhibit101simonsvosssharep.htm)[2](http://www.sec.gov/Archives/edgar/data/1579241/000157924115000033/exhibit101simonsvosssharep.htm)] | | | | | | Share Purchase Agreement dated June 26, 2015 between SimonsVoss Luxco S.à r.l., SimonsVoss Co-Invest GmbH & Co. KG, Mr Frank Rövekamp and Allegion Luxembourg Holding & Financing S.à r.l. | | | | | | Incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed with the SEC on July 30, 2015 (File No. 001-35971). | | |
| [removed: [10.36](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000025/exhibit101-offerletter.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000025/exhibit101-offerletter.htm)] | | | | | | Timothy P. Eckersley Offer Letter, dated March 3, 2021. * | | | | | | Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on March 10, 2021 (File No. 001-35971). | | |
| [removed: [10.37](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000025/exhibit102-retentionagreem.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000043/ex106eckersleyrsuawardagre.htm)[3](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000043/ex106eckersleyrsuawardagre.htm)] | | | | | | Timothy P. Eckersley [removed: Retention] [added: Restricted Stock Unit Award] Agreement, dated March [removed: 3,] [added: 10,] 2021. * | | | | | | Incorporated by reference to Exhibit [removed: 10.2] [added: 10.6] of the [removed: Company’s] [added: Company's] Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: March 10,] [added: April 22,] 2021 (File No. 001-35971). | | |
| [removed: [10.38](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000043/ex106eckersleyrsuawardagre.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000063/allegion-rsuagreementxjsto.htm)[37](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000063/allegion-rsuagreementxjsto.htm)] | | | | | | [removed: Timothy P. Eckersley] [added: John H. Stone] Restricted Stock Unit Award Agreement, dated [removed: March 10, 2021.] [added: August 1, 2022.] * | | | | | | Incorporated by reference to Exhibit [removed: 10.6] [added: 10.1] of the Company's Form 10-Q filed with the SEC on [removed: April 22, 2021] [added: October 27, 2022] (File No. 001-35971). | | |
| [removed: [10.39](https://www.sec.gov/Archives/edgar/data/1579241/000157924121000043/ex107eckersleypsuawardagre.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000063/allegion-optionagreementxj.htm)[38](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000063/allegion-optionagreementxj.htm)] | | | | | | [removed: Timothy P. Eckersley Performance] [added: John H. Stone] Stock [removed: Unit] [added: Option] Award Agreement, dated [removed: March 10, 2021.] [added: August 1, 2022.] * | | | | | | Incorporated by reference to Exhibit [removed: 10.7] [added: 10.2] of the Company's Form 10-Q filed with the SEC on [removed: April 22, 2021] [added: October 27, 2022] (File No. 001-35971). | | |
| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1040-luisorbegosoof.htm)[40](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1040-luisorbegosoof.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000006/exhibit1039-davidilardioff.htm)[39](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000006/exhibit1039-davidilardioff.htm)] | | | | | | [removed: Luis Orbegoso] [added: David S. Ilardi] Offer Letter, dated [removed: January 29, 2021.] [added: February 14, 2022.] * | | | | | | Filed herewith. | | |
| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit211-subsidiarieslis.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000006/exhibit211-subsidiarieslis.htm)] | | | | | | List of subsidiaries of Allegion plc. | | | | | | Filed herewith. | | |
| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit2312021consentofind.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000006/exhibit231-2022consentofin.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm. | | | | | | Filed herewith. | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit3112021ceocertifica.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000006/exhibit311-2022ceocertific.htm)] | | | | | | 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. | | |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit3122021cfocertifica.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000006/exhibit312-2022cfocertific.htm)] | | | | | | 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. | | |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit3212021ceocfo906cer.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000006/exhibit321-2022ceocfo906ce.htm)] | | | | | | 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. | | |
| [4.8](https://www.sec.gov/Archives/edgar/data/1579241/000119312522178761/d330714dex42.htm) | | | | | | Fourth Supplemental Indenture, dated as of June 22, 2022, among Allegion plc, Allegion US Holding Company Inc., and Computershare Trust Company, N.A. as successor to Wells Fargo Bank National Association. | | | | | | Incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed June 22, 2022 (File No. 001-35971). | | |
| [4.9](https://www.sec.gov/Archives/edgar/data/1579241/000119312522178761/d330714dex42.htm) | | | | | | Form of Global Note representing the 5.411% Senior Notes due 2032. | | | | | | Incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed June 22,2022 included in Exhibit 4.2) (File No. 001-35971). | | |
| [10.3](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000013/exhibit101-mwagnesofferlet.htm)[5](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000013/exhibit101-mwagnesofferlet.htm) | | | | | | Michael J. Wagnes Offer Letter, dated February 14, 2022. * | | | | | | Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on February 15, 2022 (File No. 001-35971). | | |
| [10.3](https://www.sec.gov/Archives/edgar/data/1579241/000119312522162927/d365596dex101.htm)[6](https://www.sec.gov/Archives/edgar/data/1579241/000119312522162927/d365596dex101.htm) | | | | | | John H. Stone Offer Letter, dated May 24, 2022. * | | | | | | Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on May 31, 2022 (File No. 001-35971). | | |
| [10.4](https://www.sec.gov/Archives/edgar/data/1579241/000119312522114077/d348556dex101.htm)[0](https://www.sec.gov/Archives/edgar/data/1579241/000119312522114077/d348556dex101.htm) | | | | | | Transaction Agreement, dated as of April 22, 2022, by and between Allegion US Holding Company Inc. Stanley Black & Decker, Inc., Stanley Black & Decker Canada Corporation, various entities thereto and Stanley Access Technologies LLC. | | | | | | Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on April 22, 2022 (File No. 001-35971). | | |
These agreements may contain representations and warranties by the parties.
| | | | | | | | | | | | | | | |
| [10.31](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1031formof2022globa.htm) | | | | | | Form of 2022 Global Restricted Stock Unit Award Agreement. * | | | | | | Filed herewith. | | |
| [10.32](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1032formof2022globa.htm) | | | | | | Form of 2022 Global Stock Option Award Agreement. * | | | | | | Filed herewith. | | |
| [10.33](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1033formof2022globa.htm) | | | | | | Form of 2022 Global Performance Stock Unit Award Agreement. * | | | | | | Filed herewith. | | |
| [10.4](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1041-luisorbegosore.htm)[1](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1041-luisorbegosore.htm) | | | | | | Luis Orbegoso Restricted Stock Unit Award Agreement, dated February 18, 2021. * | | | | | | Filed herewith. | | |
| [10.4](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1042-luisorbegosose.htm)[2](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1042-luisorbegosose.htm) | | | | | | Luis Orbegoso Separation Agreement, dated December 31, 2021. * | | | | | | Filed herewith. | | |
Item 16. FORM 10-K SUMMARY
580 rewritten, 227 added, 174 removed, 727 unchanged
| Date: | | | | | | February [removed: 15, 2022] [added: 22, 2023] | | |
| /s/ [removed: David D. Petratis] [added: John H. Stone] | | | | | | [removed: Chairman of the Board,] President and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 15, 2022] [added: 22, 2023] | | |
| /s/ [removed: Patrick S. Shannon] [added: Michael J. Wagnes] | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 15, 2022] [added: 22, 2023] | | |
| /s/ [removed: Douglas P. Ranck] [added: Nickolas A. Musial] | | | | | | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 15, 2022] [added: 22, 2023] | | |
| /s/ Kirk S. Hachigian | | | | | | [added: Chairman of the Board and] Director | | | | | | February [removed: 15, 2022] [added: 22, 2023] | | |
| /s/ Steven C. Mizell | | | | | | Director | | | | | | February [removed: 15, 2022] [added: 22, 2023] | | |
| /s/ Nicole Parent Haughey | | | | | | Director | | | | | | February [removed: 15, 2022] [added: 22, 2023] | | |
| /s/ Lauren B. Peters | | | | | | Director | | | | | | February [removed: 15, 2022] [added: 22, 2023] | | |
| /s/ Dean I. Schaffer | | | | | | Director | | | | | | February [removed: 15, 2022] [added: 22, 2023] | | |
| /s/ Dev Vardhan | | | | | | Director | | | | | | February [removed: 15, 2022] [added: 22, 2023] | | |
| /s/ Martin E. Welch III | | | | | | Director | | | | | | February [removed: 15, 2022] [added: 22, 2023] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i42dbe9d853384615ac6fc384cf0f23cd_109)] [added: Firm](#i18fb89f15fde426e9266f6293eb02c97_112)] | | | [removed: F-[1](#i42dbe9d853384615ac6fc384cf0f23cd_109)] [added: F-[1](#i18fb89f15fde426e9266f6293eb02c97_112)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i42dbe9d853384615ac6fc384cf0f23cd_112)] [added: Income](#i18fb89f15fde426e9266f6293eb02c97_115)] | | | [removed: F-[3](#i42dbe9d853384615ac6fc384cf0f23cd_112)] [added: F-[3](#i18fb89f15fde426e9266f6293eb02c97_115)] | | |
| [Consolidated Balance [removed: Sheets](#i42dbe9d853384615ac6fc384cf0f23cd_115)] [added: Sheets](#i18fb89f15fde426e9266f6293eb02c97_118)] | | | [removed: F-[4](#i42dbe9d853384615ac6fc384cf0f23cd_115)] [added: F-[4](#i18fb89f15fde426e9266f6293eb02c97_118)] | | |
| [Consolidated Statements of [removed: Equity](#i42dbe9d853384615ac6fc384cf0f23cd_118)] [added: Equity](#i18fb89f15fde426e9266f6293eb02c97_121)] | | | [removed: F-[5](#i42dbe9d853384615ac6fc384cf0f23cd_118)] [added: F-[5](#i18fb89f15fde426e9266f6293eb02c97_121)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i42dbe9d853384615ac6fc384cf0f23cd_121)] [added: Flows](#i18fb89f15fde426e9266f6293eb02c97_124)] | | | [removed: F-[6](#i42dbe9d853384615ac6fc384cf0f23cd_121)] [added: F-[6](#i18fb89f15fde426e9266f6293eb02c97_124)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i42dbe9d853384615ac6fc384cf0f23cd_124)] [added: Statements](#i18fb89f15fde426e9266f6293eb02c97_127)] | | | [removed: F-[7](#i42dbe9d853384615ac6fc384cf0f23cd_124)] [added: F-[7](#i18fb89f15fde426e9266f6293eb02c97_127)] | | |
| [Financial Statement Schedule: Schedule II – Valuation and Qualifying Accounts for the years ended December 31, [removed: 202](#i42dbe9d853384615ac6fc384cf0f23cd_196)[1](#i42dbe9d853384615ac6fc384cf0f23cd_196)[, 20](#i42dbe9d853384615ac6fc384cf0f23cd_196)[20](#i42dbe9d853384615ac6fc384cf0f23cd_196)] [added: 202](#i18fb89f15fde426e9266f6293eb02c97_199)[2](#i18fb89f15fde426e9266f6293eb02c97_199)[, 202](#i18fb89f15fde426e9266f6293eb02c97_199)[1](#i18fb89f15fde426e9266f6293eb02c97_199)] [and [removed: 20](#i42dbe9d853384615ac6fc384cf0f23cd_196)[19](#i42dbe9d853384615ac6fc384cf0f23cd_196)] [added: 20](#i18fb89f15fde426e9266f6293eb02c97_199)[20](#i18fb89f15fde426e9266f6293eb02c97_199)] | | | [removed: F-[37](#i42dbe9d853384615ac6fc384cf0f23cd_196)] [added: F-[35](#i18fb89f15fde426e9266f6293eb02c97_199)] | | |
We have audited the accompanying consolidated balance sheets of Allegion plc and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
[removed: As disclosed by management, goodwill is] [added: Intangible Assets: Similar to Goodwill, indefinite-lived intangible assets are not amortized, but are] tested [added: and reviewed] annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate [removed: that] the [removed: fair value of the reporting unit] [added: asset] is more likely than not less than [removed: the] [added: its] carrying [removed: amount of the reporting unit.][added: amount.]
If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is [removed: not impaired.]
The principal considerations for our determination that performing procedures relating to the [removed: goodwill impairment assessment] [added: valuation] of the [removed: Allegion International reporting unit] [added: customer relationships acquired in connection with the acquisition of the Access Technologies business] is a critical audit matter are (i) the significant judgment by management when developing the fair value [added: estimate] of the [removed: reporting unit;] [added: customer relationships acquired;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to [added: the] revenue growth [removed: rates,] [added: rate, profitability, customer attrition,] discount [removed: rates, peer group determination,] [added: rate,] and [removed: selected market multiples;] [added: the allocation of revenues by customer type;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to [removed: management’s goodwill impairment assessment,] [added: the acquisition accounting,] including controls over [removed: the] [added: management’s] valuation of the [removed: Allegion International reporting unit.][added: customer relationships acquired.]
These procedures also included, among others (i) [added: reading the acquisition agreement; (ii)] testing management’s process for developing the fair value estimate of the [removed: Allegion International reporting unit; (ii)] [added: customer relationships acquired; (iii)] evaluating the appropriateness of the income [removed: and market approaches; (iii)] [added: approach; (iv)] testing the completeness and accuracy of [added: the] underlying data used in the [removed: approaches;] [added: income approach;] and [removed: (iv)] [added: (v)] evaluating the reasonableness of the significant assumptions used by management related to [added: the] revenue growth [removed: rates and] [added: rate, profitability, customer attrition rate,] discount [removed: rates in the income approach, and the peer group determination] [added: rate,] and [removed: selected market multiples in] the [removed: market approach.][added: allocation of revenues by customer type.]
Evaluating [added: the reasonableness of] management’s [added: significant] assumptions related to [added: the] revenue growth [removed: rates] [added: rate, profitability, and the allocation of revenues by customer type] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the [removed: reporting unit,] [added: Access Technologies business,] (ii) the consistency with external market and industry data, and (iii) whether [removed: the assumption was] [added: these significant assumptions were] consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to assist in [added: evaluating] the [removed: evaluation] [added: appropriateness] of [removed: management’s] [added: the Company’s] income [removed: and market approaches,] [added: approach] and [added: evaluating] the [added: reasonableness of the] discount [removed: rates, peer group determination,] [added: rate] and [removed: selected market multiples] [added: customer attrition significant] assumptions.
| For the years ended December 31, | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Net revenues | | | | | | $ | [removed: 2,867.4] [added: 3,271.9] | | | | | $ | [removed: 2,719.9] [added: 2,867.4] | | | | | $ | [removed: 2,854.0] [added: 2,719.9] | |
| Cost of goods sold | | | | | | [removed: 1,662.5] [added: 1,949.5] | | | | | | [removed: 1,541.1] [added: 1,662.5] | | | | | | [removed: 1,601.7] [added: 1,541.1] | | |
| Selling and administrative expenses | | | | | | [removed: 674.7] [added: 736.0] | | | | | | [removed: 635.7] [added: 674.7] | | | | | | [removed: 681.3] [added: 635.7] | | |
| Impairment of goodwill and intangible assets | | | | | | — | | | | | | [removed: 101.7] [added: —] | | | | | | [removed: 5.9] [added: 101.7] | | |
| Loss on assets held for sale | | | | | | — | | | | | | [removed: 37.9] [added: —] | | | | | | [removed: —] [added: 37.9] | | |
| Operating income | | | | | | [removed: 530.2] [added: 586.4] | | | | | | [removed: 403.5] [added: 530.2] | | | | | | [removed: 565.1] [added: 403.5] | | |
| Interest expense | | | | | | [removed: 50.2] [added: 75.9] | | | | | | [removed: 51.1] [added: 50.2] | | | | | | [removed: 56.0] [added: 51.1] | | |
| Loss on divestitures | | | | | | [removed: —] [added: 7.6] | | | | | | — | | | | | | [removed: 30.1] [added: —] | | |
| Other (income) expense, net | | | | | | [removed: (44.0)] [added: (11.6)] | | | | | | [removed: (13.0)] [added: (44.0)] | | | | | | [removed: 3.8] [added: (13.0)] | | |
| Earnings before income taxes | | | | | | [removed: 524.0] [added: 514.5] | | | | | | [removed: 365.4] [added: 524.0] | | | | | | [removed: 475.2] [added: 365.4] | | |
| By: | | | | | | /s/ John H. Stone | | |
| | | | | | | John H. Stone | | |
| (John H. Stone) | | | | | | | | | | | | | | |
| (Michael J. Wagnes) | | | | | | | | | | | | | | |
| (Nickolas A. Musial) | | | | | | | | | | | | | | |
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded the acquisition of Stanley Access Technologies LLC and assets related to the automatic entrance solutions business from Stanley Black & Decker, Inc. (the “Access Technologies business”) from its assessment of internal control over financial reporting as of December 31, 2022, because it was acquired by the Company in a purchase business combination during 2022.
We have also excluded the Access Technologies business from our audit of internal control over financial reporting.
The Access Technologies business is wholly owned and has total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting that represent approximately 25% and 6%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.
*Acquisition of the Access Technologies business – Valuation of Customer Relationships*
As described in Notes 2 and 3 to the consolidated financial statements, on July 5, 2022, the Company completed the acquisition of the Access Technologies business for total preliminary cash consideration of $923.1 million.
Of the acquired intangible assets, $137.4 million of customer relationships were recorded.
The fair value of consideration paid in a business combination is allocated to the tangible and identifiable intangible assets acquired, liabilities assumed and goodwill using the acquisition method of accounting.
As disclosed by management, accounting for business combinations involves a considerable amount of judgment and estimation, including the identification of and fair values determined for acquired intangible assets.
The determination of fair values of the acquired intangible assets involves projections of future revenues and cash flows that are discounted at an estimated discount rate.
An income approach was utilized to determine fair value.
The assumptions used by management to determine the fair value of the acquired intangible assets include projections developed using historical information, internal forecasts, available industry and market data, estimates of revenue growth rates, profitability, customer attrition, discount rates, and the allocation of revenues by customer type which are estimated at the time of acquisition.
February 22, 2023
| Defined benefit plan adjustments: | | | | | | | | | | | | | | | | | | | | |
| Other comprehensive loss, net | | | | | | (92.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (91.4) | | | | | | (0.7) | | |
| Repurchase of ordinary shares | | | | | | (61.0) | | | | | | — | | | | | | (0.5) | | | | | | (7.5) | | | | | | (53.5) | | | | | | — | | | | | | — | | |
| Balance at December 31, 2022 | | | | | | $ | 944.5 | | | | | $ | 0.9 | | | | | 87.9 | | | | | | $ | 13.9 | | | | | $ | 1,212.8 | | | | | $ | (285.8) | | | | | $ | 2.7 | |
| For the years ended December 31, | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
| Net earnings | | | | | | $ | 458.3 | | | | | $ | 483.3 | | | | | $ | 314.5 | |
| Impairment of goodwill and intangible assets | | | | | | — | | | | | | — | | | | | | 101.7 | | |
| Loss on divestitures | | | | | | 7.1 | | | | | | — | | | | | | — | | |
| Other assets and liabilities | | | | | | 42.8 | | | | | | (6.3) | | | | | | (24.9) | | |
| Debt repayments, net | | | | | | (12.6) | | | | | | (238.9) | | | | | | (0.2) | | |
| Proceeds from 2021 Revolving Facility | | | | | | 340.0 | | | | | | — | | | | | | — | | |
not impaired.
The allocation of consideration paid to assets acquired and liabilities assumed may be subject to revision based on the final determination of fair values during the measurement period, which in some cases, may be up to one year from the acquisition date.
Business acquisition and integration costs are expensed as incurred.
Product sales involve contracts with a single performance obligation, the transfer of control of a product or bundle of products to a customer.
Service offerings include inspection, maintenance and repair, aftermarket, design and installation and locksmith services, as well as software as a service ("SaaS") solutions.
In these instances, revenue
discount rates, expected returns on plan assets, employee mortality and turnover rates.
Actuarial valuations are performed to determine the plan obligations and expense in accordance with GAAP.
Discount rates are generally established using hypothetical yield curves based on the yields of corporate bonds rated AA quality.
Spot rates are developed from the yield curve and used to discount future benefit payments.
The expected return on plan assets reflects the average rate of returns expected on the funds invested or to be invested to provide for the benefits included in the projected benefit obligation.
The expected return on plan assets is based on what is achievable given the plan’s investment policy, the types of assets held and the target asset allocation.
| By: | | | | | | /s/ David D. Petratis | | |
| | | | | | | David D. Petratis | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (David D. Petratis) | | | | | | | | | | | | | | |
| (Patrick S. Shannon) | | | | | | | | | | | | | | |
| (Douglas P. Ranck) | | | | | | | | | | | | | | |
| /s/ Charles L. Szews | | | | | | Director | | | | | | February 15, 2022 | | |
| (Charles L. Szews) | | | | | | | | | | | | | | |
| | | | | | |
*Goodwill Impairment Assessment - Allegion International Reporting Unit*
As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $803.8 million as of December 31, 2021, and the goodwill associated with the Allegion International reporting unit was $302.6 million.
To the extent that the carrying value of the reporting unit exceeds its estimated fair value, a goodwill impairment charge will be recognized for the amount by which the carrying value of the reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill.
For the annual impairment analysis, the estimated fair value of the Allegion International reporting unit was based on two valuation techniques, a discounted cash flow model (income approach) and a market multiple of earnings (market approach), with each method being weighted in the calculation.
The income approach relies on management’s estimates of revenue growth rates, margin assumptions, and discount rates.
The market approach requires the determination of an appropriate peer group, which is utilized to derive estimated fair values based on selected market multiples.
Evaluating the Company’s peer group determination included assessing the appropriateness of the identified peer companies.
February 15, 2022
| Pension and OPEB adjustments: | | | | | | | | | | | | | | | | | | | | |
| Liabilities held for sale | | | | | | — | | | | | | 7.2 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2018 | | | | | | $ | 654.0 | | | | | $ | 0.9 | | | | | 94.6 | | | | | | $ | — | | | | | $ | 873.6 | | | | | $ | (223.5) | | | | | $ | 3.0 | |
| Other comprehensive income (loss), net | | | | | | 4.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4.9 | | | | | | (0.1) | | |
| Repurchase of ordinary shares | | | | | | (226.0) | | | | | | — | | | | | | (2.3) | | | | | | (26.5) | | | | | | (199.5) | | | | | | — | | | | | | — | | |
| Other | | | | | | 0.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | — | | | | | | — | | |
| Debt extinguishment costs | | | | | | 0.5 | | | | | | — | | | | | | 2.7 | | |
| Other current and noncurrent assets | | | | | | (38.0) | | | | | | (46.0) | | | | | | (15.0) | | |
| Other current and noncurrent liabilities | | | | | | 31.7 | | | | | | 21.1 | | | | | | 4.4 | | |
| Proceeds related to business dispositions, net | | | | | | — | | | | | | — | | | | | | 3.3 | | |
| Payments of short-term borrowings and long-term debt, net | | | | | | (238.9) | | | | | | (0.2) | | | | | | (417.9) | | |
Judgment and estimation is also required in determining the lease classification and the amount of the ROU asset and corresponding lease liability for each lease, which includes determining the appropriate lease term and an applicable discount rate.
The Company's equipment leases include vehicles, material handling equipment, other machinery and equipment utilized in the Company's production and assembly facilities, warehouses and distribution centers, laptops and other IT equipment and other miscellaneous leased equipment.
The terms and conditions of real estate leases can vary significantly from lease to lease.
The Company assesses the specific terms and conditions of each real estate lease to determine the amount of the lease payments and the length of the lease term, which includes the minimum period over which lease payments are required plus any renewal options that are both within the Company's control to exercise and reasonably certain of being exercised upon lease commencement.
The Company assesses all relevant factors to determine if sufficient incentives exist as of lease commencement to conclude whether or not renewal is
reasonably certain.
When available, the Company will utilize the rate implicit in the lease as the discount rate to determine the lease liability.
Intangible Assets: Indefinite-lived intangible assets other than Goodwill are not amortized, but similar to Goodwill, are also tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate the asset is more likely than not less than its carrying amount.
The accounting for business combinations involves a considerable amount of judgment and estimation, 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.
An income approach or market approach (or both) is utilized in accordance with accepted valuation models for significant acquired assets to determine fair value.
An excerpt. Shown here: 40 of 580 rewritten, 40 of 227 added and 40 of 174 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2022 filing and the FY2021 filing.