Allegion (ALLE) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A26 rewritten35 added17 removed285 unchanged
All filing items798 rewritten400 added369 removed1,860 unchanged
Summary
counted, not written
- Item 1A lists 36 risk factor headings: 1 new, 0 reworded and 35 unchanged since FY2022. 0 headings from FY2022 no longer appear.
- Sentence by sentence, 400 added, 369 removed, 798 rewritten and 1,860 unchanged across 19 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (1)
- The implementation of global tax reforms could negatively impact our financial results.
Removed Item 1A headings (0)
Every FY2022 risk factor heading is still here, word for word or reworded.
A heading is new when no FY2022 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
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
26 rewritten, 35 added, 17 removed, 285 unchanged
You should carefully consider the risk factors discussed below, together with all the other information included in this Form 10-K, in evaluating [removed: us, our ordinary shares] [added: us] and our [removed: senior notes.][added: securities.]
Any such adverse effect may cause the trading price of our [removed: ordinary shares] [added: securities] to decline, and as a result, you could lose all or part of your investment in us.
- Social and political unrest, instability, national and international conflict, including [removed: war,] [added: the conflicts in the Middle East and the war between Russia and Ukraine,] border closures, civil disturbances, terrorist acts and other geographical disputes and uncertainties;
Approximately 25% of our [removed: 2022] [added: 2023] Net revenues were derived outside the U.S., and we expect sales to non-U.S. customers to continue to represent a significant portion of our consolidated Net revenues.
Although we may enter into currency exchange contracts to reduce our risk related to currency exchange fluctuations, changes in the relative fair values of currencies occur from time to time and in some [removed: instances, as was the case in 2022,] [added: instances] have had a significant impact on our [removed: Net revenues.][added: results of operations.]
At December 31, [removed: 2022,] [added: 2023,] the net carrying value of our goodwill and other indefinite-lived intangible assets totaled approximately $1.4 billion and [removed: $110] [added: $104] million, respectively.
We had approximately [removed: $2.1] [added: $2] billion of outstanding indebtedness at December 31, [removed: 2022.][added: 2023.]
[removed: Included in this total was $69 million outstanding under our] [added: In addition, we have a] senior unsecured revolving credit facility (the "2021 Revolving Facility") that permits borrowings of up to $500 million.
[removed: Additionally, at] [added: At] December 31, [removed: 2022,] [added: 2023,] our borrowings included a variable rate term loan facility (the "2021 Term Facility", and together with the 2021 Revolving Facility, the "2021 Credit Facilities").
The 2021 Credit Facilities had a combined outstanding variable rate balance of [removed: $306.5] [added: $225.0] million at December 31, [removed: 2022,] [added: 2023,] which exposes us to variable interest rate risk.
Applicable variable interest rates have increased throughout [removed: 2022,] [added: 2023,] resulting in increased Interest expense.
The continual development of new [removed: technologies] [added: technologies, such as artificial intelligence and machine learning,] by existing and new competitors, including non-traditional competitors with significant resources, could adversely affect our ability to sustain operating margins and desirable levels of sales volumes.
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 [removed: the] [added: our] IT [removed: systems] [added: Systems (as defined below)] and other infrastructure required to support and/or enhance the functionality of our electronic products and solutions.
We cannot provide any assurance that any new product or service will be successfully commercialized in [removed: a timely manner, if ever, or, if commercialized, will result in returns greater than our investment.]
[added: 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 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.
Additionally, from time to [removed: time] [added: time,] we undertake substantial capital projects for varying reasons, such as to increase production capacity or to insource certain products, parts or components.
These events and disruptions could also adversely affect our customers’ and [added: suppliers’ financial condition or ability to operate, resulting in reduced customer demand, delays in payments received or supply chain disruptions.]
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 [removed: services] [added: services,] could adversely affect our operations and financial performance.
Cybersecurity attacks and intrusion efforts are continuous and evolving, and in certain cases they have been successful at the [removed: most robust institutions.]
[removed: Labor] [added: In recent years, we have experienced labor] shortages and increased turnover rates [added: that] have led to, and could in the future lead to, increased costs, such as increased overtime to meet 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.
[removed: Subsequent developments in legal] proceedings and other contingencies may affect our assessment and estimates of the loss contingency recorded as a reserve, and we may incur additional costs or be required to make material payments beyond our previously recorded reserves.
[added: Any improper conduct could damage our reputation and subject us to, among other things, civil and] criminal penalties, material fines, equitable remedies (including profit disgorgement and injunctions on future conduct), securities litigation, adverse publicity and a general loss of investor or public confidence.
Although uniform transfer pricing standards are emerging in many of the countries in which we operate, there is still a relatively high degree of uncertainty and inherent subjectivity in complying [removed: with these rules.]
[removed: A number of countries are currently proposing to implement core elements of the Pillar Two proposal by the start of 2024, and] [added: Further,] on December 15, 2022, the European Union adopted a Council Directive which requires [removed: certain Pillar Two] [added: GMT] rules to be transposed into member states’ national laws starting in 2024.
Additionally, the European Commission has been investigating whether various tax regimes or private tax rulings provided by a country to [added: a] particular [removed: taxpayers] [added: taxpayer] may constitute State Aid.
We continue to examine the impact the above items may have on our [removed: business, including their impact on] [added: business and] the amount of tax we must pay.
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Based on our 2023 assessment, it was determined that two of the Company's indefinite-lived trade names in the International segment were impaired, and we recorded a $7.5 million impairment charge.
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If we are not able to maintain compliance with stated financial covenants or if we breach other covenants in any debt agreement, we could be in default under such agreement or trigger a cross-default of other debt instruments.
Such a default would adversely affect our credit ratings, may allow our creditors to accelerate the related indebtedness, and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies.
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a timely manner, if ever, or, if commercialized, will result in returns greater than our investment.
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- Our ability to raise capital on reasonable terms to finance attractive acquisitions;
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Many governmental and other regulatory bodies worldwide are enacting regulations to mitigate the impacts of climate change.
If we or others in our supply chain are required to comply with these laws and regulations, or if we choose to take voluntary steps to reduce or mitigate our impact on the climate, we may experience increased costs for energy, production, transportation, and raw materials, increased capital expenditures, or increased insurance premiums and deductibles, each of which could adversely impact our operations.
In addition, inconsistent regulations among jurisdictions may also affect our cost to comply with such laws and regulations.
Any assessment of the potential impact of future climate change legislation, regulations, or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change in the countries in which we operate.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
most robust institutions.
Finally, the regulatory environment around cybersecurity is increasingly challenging, with additional reporting requirements around cybersecurity, risk management, strategy and governance, as well as increased disclosure obligations around the occurrence of material cybersecurity incidents.
These requirements may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.
We may also be obligated to report a cybersecurity incident before we have been able to fully assess its impact or remediate the underlying issue, and it could potentially reveal system vulnerabilities to threat actors.
Failure to timely report incidents under these or other similar rules could also result in monetary fines, sanctions, or subject us to other forms of liability.
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Moreover, we may determine that it is in the best interest of our Company and our stockholders to prioritize other business, social, governance or sustainable investments over the achievement of our current commitments based on economic, technological developments, regulatory and social factors, business strategy or pressure from investors, activist groups or other stakeholders.
Subsequent developments in legal
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with these rules.
The implementation of global tax reforms could negatively impact our financial results.
In recent years, the Organization for Economic Cooperation and Development (“OECD”) has led international efforts to implement various international tax reforms, including the introduction of a global minimum effective corporate tax (“GMT”) rate of 15%, applied on a jurisdiction-by-jurisdiction basis.
Over 130 countries agreed to the general framework of the GMT rules and approximately 25 countries have implemented the GMT rules.
On December 18, 2023, Ireland, the location of our incorporation, enacted legislation which includes provisions regarding the implementation of GMT.
We are currently assessing the impact of the legislation, but we expect our effective income tax rate to increase beginning in 2024.
Further, we anticipate the continued and ongoing release of OECD GMT interpretive guidance.
We are continuing to evaluate the potential impact of this interpretative guidance and the release of GMT-implementation legislation in other countries, and such guidance or legislation could result in a material increase in our effective tax rate.
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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.
suppliers’ financial condition or ability to operate, resulting in reduced customer demand, delays in payments received or supply chain disruptions.
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.
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 increased turnover and the ensuing negative macroeconomic environment exacerbated labor shortages and contributed to further increases in employee turnover.
Any improper conduct could damage our reputation and subject us to, among other things, civil and
The Organization for Economic Cooperation and Development (“OECD”) has led international efforts in recent years to devise a permanent two-pillar solution to address the tax challenges arising from the digitization of the economy.
Pillar One focuses on nexus and profit allocation.
Pillar Two provides for a global minimum effective corporate tax rate of 15%, applied on a jurisdiction-by-jurisdiction basis.
We currently expect to be outside the scope of the Pillar One proposals.
In December 2021, the OECD published detailed rules that define the scope of the Pillar Two proposal and, based on our current understanding of the minimum revenue thresholds contained in these rules, we expect to be within their scope and implementation.
As a consequence, our global effective tax rate could be materially impacted by such legislation, or any resulting local country legislation enacted in response to any potential global minimum tax rates.
We cannot currently predict the outcome of any of these potential changes or investigations in any jurisdiction, but if any of the above occurs and impacts us, this could increase our tax burden and/or effective tax rate.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
152 rewritten, 89 added, 83 removed, 237 unchanged
[removed: Throughout 2022] [added: During 2023,] we experienced [removed: strong] [added: stable] demand for our non-residential products and services in our Allegion Americas segment.
[removed: While 2022 began with similar strong] [added: Macroeconomic conditions had a more challenging impact on the] demand for our residential products in our Allegion Americas [removed: segment, macroeconomic conditions had a more challenging impact on demand as the year progressed.][added: segment which negatively impacted revenues.]
[removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] Significant Events
On July 5, 2022, we completed the acquisition of the Access Technologies business for a [removed: closing] purchase price of [removed: $923.1] [added: $915.2] million.
The Access Technologies business has been integrated into our Allegion Americas [removed: segment][added: segment.]
[added: 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.
The 5.411% Senior Notes require semi-annual interest payments on January 1 and July 1, [removed: beginning January 1, 2023,] and [removed: 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 [removed: will be] [added: is being] 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.
[removed: On November 18, 2021,] [added: As of December 31, 2023,] we [removed: entered into a new $750.0 million] [added: have an] unsecured [removed: credit agreement,] [added: Credit Agreement in place,] consisting of the $250.0 million 2021 Term [removed: Facility] [added: Facility,] and the [removed: $500.0 million] 2021 Revolving [removed: Facility.][added: Facility (together with the 2021 Term Facility, the “2021 Credit Facilities”).]
[removed: 2022 Dividends] [added: Dividends] and Share Repurchases
| Dollar amounts in millions, except per share amounts | | | | | | [removed: 2022] [added: 2023] | | | | | | % of Net revenues | | | | | | [removed: 2021] [added: 2022] | | | | | | % of Net revenues | | | | | | | | | | | | | | |
| Net revenues | | | | | | $ | [removed: 3,271.9] [added: 3,650.8] | | | | | | | | | | | $ | [removed: 2,867.4] [added: 3,271.9] | | | | | | | | | | | | | | | | | | | |
| Cost of goods sold | | | | | | [removed: 1,949.5] [added: 2,069.3] | | | | | | [removed: 59.6] [added: 56.7] | | % | | | | [removed: 1,662.5] [added: 1,949.5] | | | | | | [removed: 58.0] [added: 59.6] | | % | | | | | | | | | | | | |
| Selling and administrative expenses | | | | | | [removed: 736.0] [added: 865.6] | | | | | | [removed: 22.5] [added: 23.7] | | % | | | | [removed: 674.7] [added: 736.0] | | | | | | [removed: 23.5] [added: 22.5] | | % | | | | | | | | | | | | |
| Operating income | | | | | | [removed: 586.4] [added: 708.4] | | | | | | [removed: 17.9] [added: 19.4] | | % | | | | [removed: 530.2] [added: 586.4] | | | | | | [removed: 18.5] [added: 17.9] | | % | | | | | | | | | | | | |
| Interest expense | | | | | | [removed: 75.9] [added: 93.1] | | | | | | | | | | | | [removed: 50.2] [added: 75.9] | | | | | | | | | | | | | | | | | | | | |
| Loss on divestitures | | | | | | [removed: 7.6] [added: —] | | | | | | | | | | | | [removed: —] [added: 7.6] | | | | | | | | | | | | | | | | | | | | |
| Other income, net | | | | | | [removed: (11.6)] [added: (1.9)] | | | | | | | | | | | | [removed: (44.0)] [added: (11.6)] | | | | | | | | | | | | | | | | | | | | |
| Earnings before income taxes | | | | | | [removed: 514.5] [added: 617.2] | | | | | | | | | | | | [removed: 524.0] [added: 514.5] | | | | | | | | | | | | | | | | | | | | |
| Provision for income taxes | | | | | | [removed: 56.2] [added: 76.6] | | | | | | | | | | | | [removed: 40.7] [added: 56.2] | | | | | | | | | | | | | | | | | | | | |
| Net earnings | | | | | | [removed: 458.3] [added: 540.6] | | | | | | | | | | | | [removed: 483.3] [added: 458.3] | | | | | | | | | | | | | | | | | | | | |
| Less: Net earnings attributable to noncontrolling interests | | | | | | [removed: 0.3] [added: 0.2] | | | | | | | | | | | | 0.3 | | | | | | | | | | | | | | | | | | | | |
| Net earnings attributable to Allegion plc | | | | | | $ | [removed: 458.0] [added: 540.4] | | | | | | | | | | | $ | [removed: 483.0] [added: 458.0] | | | | | | | | | | | | | | | | | | | |
| Diluted net earnings per ordinary share attributable to Allegion plc ordinary shareholders: | | | | | | $ | [removed: 5.19] [added: 6.12] | | | | | | | | | | | $ | [removed: 5.34] [added: 5.19] | | | | | | | | | | | | | | | | | | | |
For a discussion of our results of operations for the year ended December 31, [removed: 2021,] [added: 2022,] compared to the year ended December 31, [removed: 2020,] [added: 2021,] see “Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our [removed: 2021] [added: 2022] Annual Report on Form 10-K filed with the SEC on February [removed: 15, 2022.][added: 22, 2023.]
Net revenues for the year ended December 31, [removed: 2022,] [added: 2023,] increased by [removed: 14.1%,] [added: 11.6%,] or [removed: $404.5] [added: $378.9] million, as compared to the year ended December 31, [removed: 2021,] [added: 2022,] due to the following:
| Volume | | | [removed: 0.9] [added: (0.9)] | | % |
| Acquisitions / divestitures | | | [removed: 6.4] [added: 6.2] | | % |
| Currency exchange rates | | | [removed: (3.0)] [added: 3.0] | | [added: | | | | 0.3 | |] % |
The increase in Net revenues was driven by improved pricing [removed: across our major businesses, our] [added: and the] acquisition of [removed: the] [added: our] Access Technologies [removed: business and higher volumes in our Allegion Americas segment.][added: business.]
These increases were partially offset by [added: lower volumes and] unfavorable foreign currency exchange rate [removed: movements, lower volumes in our Allegion International segment and a divestiture in each of the prior and current year.][added: movements.]
Increased pricing was the result of multiple pricing initiatives implemented to help mitigate the impact of [removed: the persistent, elevated levels of] inflation.
For the year ended December 31, [removed: 2022,] [added: 2023,] Cost of goods sold as a percentage of Net revenues [removed: increased] [added: decreased] to [removed: 59.6%] [added: 56.7%] from [removed: 58.0%,] [added: 59.6%,] as compared to the year ended December 31, [removed: 2021,] [added: 2022,] due to the following:
| Inflation in excess of [removed: pricing and] productivity [added: and investment spending] | | | 0.7 | | % |
| Volume / product mix | | | [removed: (0.9)] [added: 0.3] | | % |
| Restructuring / [added: integration /] acquisition expenses | | | [removed: 0.6] [added: (0.2)] | | % |
Cost of goods sold as a percentage of Net revenues [removed: increased] [added: decreased] primarily due to the [removed: impact inflation had on Cost of goods sold,] [added: pricing and productivity improvements,] which exceeded the [removed: beneficial] impacts from [removed: pricing] [added: inflation] and [removed: productivity, lower gross margins associated with our acquired Access Technologies business, increased] investment spending, [removed: higher] [added: and lower] restructuring and acquisition [removed: and integration] costs [removed: year-over-year and unfavorable foreign currency exchange rate movements.][added: year-over-]
[removed: Inflation] [added: Pricing and productivity] in excess of [removed: pricing] [added: inflation] and [removed: productivity] [added: investment spending] includes the impact to Costs of goods sold from pricing, as defined above, in addition to [removed: productivity] [added: productivity, inflation] and [removed: inflation.][added: investment spending.]
For the year ended December 31, [removed: 2022,] [added: 2023,] Selling and administrative expenses as a percentage of Net revenues [removed: decreased] [added: increased] to [removed: 22.5%] [added: 23.7%] from [removed: 23.5%,] [added: 22.5%,] as compared to the year ended December 31, [removed: 2021,] [added: 2022,] due to the following:
As the year progressed, customers began adjusting ordering patterns in response to our reduced lead times due to improved supply chain and operational execution, which resulted in abnormal seasonality of non-residential revenues in 2023.
We also experienced a continued softening of demand in our Global Portable Security and China businesses in our Allegion International segment.
Growth in electronic security products and solutions remained strong throughout 2023 and continues to outperform mechanical products.
We expect growth in the global electronic security product and solution categories we serve to continue to outperform growth in mechanical products and solutions over the long-term, as end-users adopt newer technologies in their facilities and homes.
We expect the security products industry will benefit from favorable long-term demographic trends such as continued urbanization of the global population, increased concerns about safety and security and technology-driven innovation.
The economic conditions discussed above and a number of other challenges and uncertainties that could affect our businesses are described under Part I, Item 1A, "Risk Factors."
Acquisition of plano.group ("plano")
On January 3, 2023, we acquired plano for a closing purchase price of $36.6 million.
This acquisition was financed through cash on hand and borrowings under the 2021 Revolving Facility.
Plano is a SaaS workforce management solution based in Germany, and has been incorporated into our Allegion International segment.
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Impairment of Intangible Assets
As discussed in Note 7 to the Consolidated Financial Statements, the results of our 2023 impairment test indicated that the estimated fair value of two indefinite-lived trade names in our International segment were determined to be less than book value.
Consequently, intangible asset impairment charges totaling $7.5 million were recorded.
The impairments related to declines in volumes which reduced the brands' expected future cash flows.
We paid quarterly dividends of $0.45 per ordinary share to shareholders on record as of March 15, 2023, June 15, 2023, September 18, 2023, and December 18, 2023, for a total of $158.7 million and repurchased approximately 0.5 million ordinary shares for approximately $59.9 million during the year ended December 31, 2023.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
| Impairment of intangible assets | | | | | | 7.5 | | | | | | 0.2 | | % | | | | — | | | | | | — | | % | | | | | | | | | | | | |
| Pricing | | | 7.5 | | % |
| Volume | | | (2.3) | | % |
| Total | | | 11.6 | | % |
The increase in Net revenues was driven by improved pricing across our major businesses, our acquisitions of the Access Technologies and plano businesses and favorable foreign currency exchange rate movements.
These increases were partially offset by lower volumes and a divestiture in the prior year.
| Total | | | (2.9) | | % |
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year.
Expenses related to increased head count for strategic initiatives, new facilities or other significant spending for strategic initiatives or new product and channel development, are captured in investment spending.
| Total | | | 1.2 | | % |
These increases were partially offset by the beneficial impact from current and prior year acquisition and divestiture activity.
Inflation in excess of productivity is primarily the result of increases to variable compensation.
| Acquisitions/ divestitures | | | 29.7 | | | | | | (0.2) | | % |
| Impairment of intangible assets | | | (7.5) | | | | | | (0.2) | | % |
| December 31, 2023 | | | $ | 708.4 | | | | | 19.4 | | % |
The increase in Operating margin was driven by pricing and productivity improvements in excess of inflation and investment spending.
Interest expense for the year ended December 31, 2023, increased $17.2 million as compared to the year ended December 31, 2022 due to the full year impact of interest on our 5.411% Senior Notes issued in June of 2022 as well as an increase in the variable interest rate on borrowings under our 2021 Term Facility.
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| Other expense (income) | | | | | | 1.0 | | | | | | (2.5) | | | | | | | | |
For the year ended December 31, 2023, Other income, net, decreased $9.7 million compared to 2022, primarily due to an unfavorable net periodic pension and postretirement benefit cost (income), less service cost in 2023 compared to 2022, which was partially offset by an increase in interest income in 2023 compared to 2022.
The segment discussions that follow describe the significant factors contributing to the changes in results for each segment included in Net Earnings.
Due to a reporting change effective January 1, 2023, results for our Global Portable Security brands (inclusive of the AXA, Kryptonite and Trelock businesses) are now fully reflected within the Allegion International segment.
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.
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.
The macroeconomic and geopolitical trends and uncertainties noted above will likely continue to affect us in numerous and evolving ways, the full impact of which on our business, financial condition and results of operations will continue to depend on future developments that are beyond our control and we may not be able to accurately predict.
These trends and uncertainties and their potential impact on our business, results of operations, financial condition and cash flows, as well as other risks, trends and uncertainties that could affect our business, financial condition and results of operations are described further under "Part I, Item 1A.
Risk Factors".
Additionally, the Access
Since the acquisition date and through December 31, 2022, the Access Technologies business generated $185.9 million in Net revenues.
The proceeds of $250.0 million from the 2021 Term Facility were primarily used to repay in full our previously outstanding unsecured Term Facility.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pricing | | | 9.8 | | % |
| Total | | | 14.1 | | % |
| Investment spending | | | 0.2 | | % |
| Total | | | 1.6 | | % |
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.
| Productivity in excess of inflation | | | (1.5) | | % |
| Investment spending | | | 0.3 | | % |
| Total | | | (1.0) | | % |
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.
Productivity in excess of inflation includes the impact from reductions in selling and administrative expenses due to productivity projects and current period costs of ongoing selling and administrative functions compared to the same ongoing expenses in the prior period.
| | | | | | | | | | | | |
| December 31, 2021 | | | $ | 530.2 | | | | | 18.5 | | % |
| Investment spending | | | (16.0) | | | | | | (0.6) | | % |
| Acquisitions/ divestitures | | | 18.6 | | | | | | (0.4) | | % |
margin from our Access Technologies business.
These decreases were partially offset by pricing improvements in excess of inflation and productivity, favorable volume/product mix and the positive impact to operating margin from recent divestitures.
Interest expense for the year ended December 31, 2022, increased $25.7 million as compared to the year ended December 31, 2021, primarily due to interest on our 5.411% Senior Notes and the 2021 Revolving Facility, as well as $4.3 million of third-party costs related to the financing of the Access Technologies business acquisition.
The rise in interest rates over the course of 2022 also contributed to a higher weighted-average interest rate on our variable rate outstanding indebtedness.
| Other | | | | | | (2.5) | | | | | | (32.8) | | | | | | | | |
For the year ended December 31, 2022, Other income, net decreased $32.4 million compared to 2021, primarily due to a non-operating investment gain of $20.7 in 2021 that did not recur in 2022.
This gain is included within Other in the table above.
Also contributing to the decrease in Other income, net, are a prior year gain of $6.4 million from the sale of an equity method investment that did not recur in 2022 and a decrease in other realized and unrealized investment gains year-over-year.
| Allegion Americas | | | $ | 2,551.6 | | | | | $ | 2,072.2 | | | | | 23.1 | | % | | | | | | | | | | | | | | | | | | |
| Allegion International | | | 720.3 | | | | | | 795.2 | | | | | | (9.4) | | % | | | | | | | | | | | | | | | | | | |
An excerpt. Shown here: 40 of 152 rewritten, 40 of 89 added and 40 of 83 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 FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
7 rewritten, 3 added, 0 removed, 17 unchanged
Based on the firmly committed currency derivative instruments in place at December 31, [removed: 2022,] [added: 2023,] 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: $1.5] [added: $2.9] million.
We do not have committed commodity derivative instruments in place at December 31, [removed: 2022.][added: 2023.]
Of our total outstanding indebtedness of [removed: $2.1] [added: $2.0] billion as of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 85%] [added: 89%] incurs fixed-rate interest and is therefore not exposed to the risk of rising variable interest rates.
However, outstanding borrowings under the 2021 Credit Facilities [removed: do] accrue 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: 2022,] [added: 2023,] the outstanding borrowings of [removed: $306.5] [added: $225.0] million under the 2021 Credit Facilities accrue interest at BSBY plus a margin of 1.125%, resulting in an interest rate of [removed: 5.498%.][added: 6.581%.]
Applicable variable interest rates increased throughout [removed: 2022,] [added: 2023,] resulting in increased Interest expense.
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 [removed: borrowings, as we currently have unused availability of $417.8 million under the 2021 Revolving Facility as of December 31, 2022.][added: borrowings.]
We have $18.4 million of letters of credit outstanding and unused availability of $481.6 million under the 2021 Revolving Facility as of December 31, 2023.
A hypothetical increase of 1% in the interest rate on the variable rate borrowings under our 2021 Credit Facilities would increase our interest expense over the next twelve months by $2.2 million based on the balances outstanding for these borrowings as of December 31, 2023.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 1. BUSINESS
49 rewritten, 26 added, 41 removed, 183 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 live, learn, work and [removed: visit.][added: connect.]
We create peace of mind by pioneering safety and security with a vision of [added: enabling] seamless access and a safer world.
Our experts across the globe deliver high-quality security [removed: products,] [added: hardware, software,] services and systems, and we use our deep expertise to serve as trusted partners to end-users who seek customized solutions to their security needs.
- The shift to a digital, interconnected [added: and increasingly interoperable] environment.
[removed: ][added: ]
[removed: ][added: ]
During the year ended December 31, [removed: 2022,] [added: 2023,] we generated Net revenues of [removed: $3,271.9] [added: $3,650.8] million and Operating income of [removed: $586.4] [added: $708.4] million.
On December 1, 2013, we became a stand-alone public company after Ingersoll Rand completed the separation of these businesses from the rest of Ingersoll Rand via the transfer of these businesses from Ingersoll Rand to us and the issuance by us of ordinary shares directly to Ingersoll Rand’s [removed: shareholders (the "Spin-off").][added: shareholders.]
- CISA, established in 1926, devised the first electronically controlled lock; [removed: and]
- SimonsVoss, established in 1995, created the first keyless digital [removed: transponder.][added: transponder; and]
Today, we continue to develop, acquire and introduce innovative [removed: and market-leading] products.
[removed: For example, in 2022, we acquired] [added: -] Stanley Access Technologies [removed: LLC and assets related to the automatic entrance solutions business from Stanley Black & Decker, Inc. (the "Access Technologies business"), which] [added: ("Access Technologies")] patented the world's first hands-free door operator in 1931.
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 [removed: intelligence,] [added: intelligence (AI),] video monitoring, machine learning and cybersecurity.
| Electronic and Electrified Door Controls and Systems and Exit Devices | | | | | | Von Duprin, [removed: LCN] [added: LCN, CISA, Stanley Access Technologies] | | | | | | [removed: 2020/ 2021/2022] [added: 2021/2022/2023] | | | | | | Security indicator (Von Duprin) for visual verification and lockdown. The [removed: 2SI] [added: -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 [removed: (Von Duprin)] exit devices. [added: Range of touchless solutions, including automatic operators, actuators and wireless transmitters (LCN).] New 6400 Compact Series (LCN) low-energy automatic operator retrofit solution with actuators reduces the cost and complexity of touchless access and adds ADA accessibility. Enhancements to the already durable 4040XP (LCN) door closer, making it even easier to install and maintain. [removed: Follows the introduction of a range of touchless solutions, including] [added: NA new] automatic [removed: operators, actuators] [added: door/window solution for increased efficiencies for drive through restaurants (Stanley Access Technologies DuraGlide DT). Telescopic manual] and [removed: wireless transmitters.] [added: automatic version of ICU doors providing the biggest clear door opening in the industry, proprietary handle design and the slimmest header (ProCare 8500).] | | |
Further, we expect continued growth in connected security products and solutions as end-users continue to adopt newer technologies, including [removed: IoT,] [added: IoT and AI,] in their facilities and single and multi-family homes.
We also face competition in various markets and product categories throughout the world, including [removed: from Spectrum] [added: Fortune] Brands [removed: Holdings,] [added: Innovations,] Inc. in the North American residential market.
As many of our businesses sell through [removed: wholesale] distribution, our success also depends on building and partnering with a strong channel network.
In addition, [removed: with our recently acquired Access Technologies business,] we [removed: 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;
Additionally, we offer software as a service ("SaaS") offerings throughout the U.S. and internationally, including access control, IoT integration and workforce management [removed: solutions.][added: solutions through our Interflex business.]
Our 10 largest customers represented approximately [removed: 26%] [added: 25%] of our total Net revenues in [removed: 2022.][added: 2023.]
No single customer represented 10% or more of our total Net revenues in [removed: 2022.][added: 2023.]
In markets where we sell through commercial and institutional distribution channels, we employ sales professionals around the world who work with a combination of end-users, security professionals, architects, contractors, engineers and distribution partners to develop specific, custom-configured solutions [removed: for] [added: to meet] our end-users’ needs.
In markets [removed: in which] [added: where] we sell through retail and [removed: home-builder] [added: homebuilder] distribution channels, we have teams of sales, merchandising and marketing professionals who help drive brand and product awareness through our channel partners and to consumers.
We also work actively with several industry bodies around the world to help promote effective and consistent safety and security [added: open platform] standards.
For example, we are members of the American Association of Automatic Door Manufacturers (AAADM), Builders Hardware Manufacturers Association (BHMA), Connectivity Standards [removed: Alliance,] [added: Alliance (CSA),] Construction Specification Institute, Door and Hardware Institute (DHI), FiRa Consortium, National Association of State Fire Marshals (NASFM), Partner Alliance for Safer Schools (PASS), Physical Security Interoperability Alliance (PSIA), Security Industry [removed: Association,] [added: Association (SIA),] Security Technology Alliance, Z-Wave Alliance, The European Federation of Associations of Locks and Builders Hardware Manufacturers (ARGE), ASSOFERMA (Italy), BHE [added: (Germany), Door Hardware Federation (UK), Open Security Standards Association] (Germany) and UNIQ (France).
We operate [removed: 29] [added: 31] principal production and assembly facilities – [removed: 16] [added: 18] in our Allegion Americas segment and 13 in our Allegion International segment.
We [added: continue to] support our region-of-use production strategy with corresponding region-of-use supplier partners for much of our supply base.
Our global and regional commodity teams work with production leadership, product management and materials management teams to [removed: procure] [added: source] materials for production.
Where appropriate, we may enter [removed: into] fixed-cost contracts to lower overall costs.
We operate through a broad network of sales offices, engineering centers, [removed: 29] [added: 31] principal production and assembly facilities and several distribution centers throughout the world.
Our active properties represent approximately [removed: 6.7] [added: 7.6] million square feet, of which approximately [removed: 41%] [added: 48%] is leased.
| Greenfield, Indiana [added: (2)] | | | | | | Faenza, Italy | | |
| Security, Colorado | | | | | | [removed: Zawiercie, Poland] | | |
[removed: As] [added: Approximately 48%] of [removed: December 31, 2022, we had approximately 12,300] employees [removed: worldwide, with approximately 46%] [added: are] employed within the U.S. and approximately [removed: 54%] [added: 52%] based outside the U.S. Among our U.S. based employees, approximately 15% were subject to collective bargaining agreements with various labor unions.
[removed: Compensation] [added: Our compensation] and benefit programs are [removed: tailored] [added: designed] to be competitive in the geographies where we work, including a total rewards package (which varies by country/region) that includes hourly and salaried compensation, performance-based incentive and long-term equity incentive plans, retirement, insurance and government social welfare programs, disability and family leave, [added: health and wellness programs, education benefits to pursue degrees and certifications and additional offerings to support financial stability and personal planning.]
*Talent [removed: Attraction*][added: Attraction and Retention*]
Our employer brand [removed: strength] creates a differentiated employee experience [removed: that attracts] [added: intended to attract] and [removed: retains] [added: retain] the right talent for Allegion.
Talent development and succession planning are key components of the Allegion Operating System, [removed: our system of annual operation that] [added: which] supports governance, reporting processes and management of the business.
Our performance management system includes annual performance reviews for all permanent salaried [removed: employees, where, in alignment with our values, an open feedback culture is encouraged, regardless of level or hierarchy.][added: employees.]
[removed: Inclusive talent] [added: Talent] development and succession planning takes place at all levels of the organization and is supported through [removed: the Allegion Leadership Behaviors,] individual career mapping, assessment of performance and talent pipeline planning up to and including the executive leadership team ("ELT").
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)

[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
For example, in 2023, Allegion Ventures made a $20 million investment in Ambient.ai, an AI powered computer vision intelligence company.
| Electronic Locks, Locksets and Portable Locks | | | | | | Schlage, CISA, AXA | | | | | | 2021/2022/2023 | | | | | | Schlage Encode Plus Smart WiFi Deadbolt one of the first in the market to work with Apple home keys, allowing lock or unlock access using an iPhone or Apple Watch. Schlage Encode Smart WiFi Lever is for use in doors without a deadbolt; connects to home WiFi and pairs with the Schlage app. Narrow profile smart lock for Australia and New Zealand for use on aluminum and timber doors, utilizing the Schlage Breeze app (Schlage Artus). Next-generation smart entry door lock for the New Zealand market, operating on the Schlage Breeze app and offering a retrofit solution to Schlage S-6000 and competitor products (Schlage Resolute). Upgraded mortice lock platform for the Australia and New Zealand OEM market, providing increased functionality and improving installation time (Schlage Virtus). First CISA motorized lock solution for high-security connected smart doors (Domo Connexa), manageable in proximity and remotely using a mobile app. | | |
| Electronic Key Systems and Access Control, Mobile and Web Applications | | | | | | SimonsVoss, CISA, Schlage, Interflex, ISONAS, Zentra | | | | | | 2021/2022/2023 | | | | | | SimonsVoss new option for wireless online connections to a virtual network (SmartHandle AX, SmartIntego) and a retrofit, no-drill locking option for lockers and furniture in schools, hospitals and industry facilities that integrates into the existing SimonsVoss digital ecosystem for offline and online access (SmartLocker). Expanded radio network technology to include European frequency band 868MHz and 920MHz technology. 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. Visitor management modules and managed service featuring a cloud-based solution of time recording (Interflex); cloud-hosted access control platform with real-time events, alerts and user-initiated door control (ISONAS). Pure Access enhanced support for mobile ready Schlage TB readers connected to an ISONAS IP-Bridge to allow seamless integration with Schlage Mobile Credentials and enhanced functionality for the NDE/LE wireless locks. Multi-family access control solution providing a turnkey, simple, secure and smart offering of software and integrated hardware covering all access needs for the building (Zentra). | | |
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Product | | | | | | Brands | | | | | | Year | | | | | | Innovation | | |
| Mechanical Locks, Locksets, Portable Locks and Key Systems | | | | | | CISA, Schlage, Legge, Bricard, AXA, Kryptonite, Trelock | | | | | | 2021/2022/2023 | | | | | | Mortice self-locking system with a mono-point motorized lock variant, new multi-point exit mortice self-locking system for panic exit doors with narrow profile (CISA) and new platformed, modular replacement of cylindrical locks (Schlage ALX). Next generation of multi-function mortice locks, 991 Multi-Function Mortice Lock Series (Legge), allows easy conversions and anti-lockout function. New key override safety feature option on mortise locks (Schlage L Series). Six mechanical and two electrified options available. Large format interchangeable core options to fit competitive locksets. Bricard Evidence handle range for commercial and residential markets, with an exclusive and unique rose fixation and adjustment design, functionality and finishes. | | |
| Doors, Accessories and Other | | | | | | TGP, AXA | | | | | | 2021/2022/2023 | | | | | | North America's first fire-rated Full-Lite Door System (TGP), certified to meet forced entry standards (TGP ASTM E2395). Smoke-rated partition featuring doors, sidelites/transoms and standalone windows suitable for enclosed elevator lobbies in multifamily buildings. It is comprised of glass, frames and hardware and is the first system fully tested to UL 1784 (TGP SmokeSafe™ Window & Door System). Die-rolled steel profile swinging door with sidelite(s); North America’s first fire-rated full-lite door system certified to forced-entry standards (TGP TGProtect™ FR System). | | |
| | | | | | | | | | | | | | | | | | | | | |
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
In late 2022, supply chain disruptions experienced in prior years moderated and the availability of many raw material categories improved.
The prior actions taken to create supply flexibility and improved safety stocks permitted reliable supply during the year.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
| Queretaro, Mexico | | | | | | Zawiercie, Poland | | |
Our workplace culture is based on practices that reward performance, provide growth and development opportunities, and support employees with competitive compensation and benefits packages.
As of December 31, 2023, we had approximately 12,400 employees worldwide, of which approximately 12,200 are full-time employees.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Employee health and safety are top priorities and integral to the Company's growth strategy.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
We believe LCN, Schlage and Von Duprin hold the No. 1 or No. 2 position in their primary product categories in North America while CISA, Interflex and SimonsVoss hold the No. 1 or No. 2 position in their primary product categories in certain European markets.

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. | | |
| Doors, Accessories and Other | | | | | | TGP | | | | | | 2021 | | | | | | North America's first fire-rated Full-Lite Door System (TGP), certified to meet forced entry standards. | | |
Through much of 2022, we continued to experience supply chain disruptions and delays, including logistical challenges; shortages in parts and materials (particularly shortages of electronic components); and increased material and other inflation.
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.
To ensure we attract and retain top talent, we strive for a diverse and inclusive culture that rewards performance, provides growth and development opportunities and supports employees through competitive compensation, benefits and numerous volunteer and charitable giving opportunities.
The vast majority of our employees work on a full-time basis.
*Compensation and Benefits*
health and wellness programs, education benefits to pursue degrees and certifications and additional offerings to support financial stability and personal planning.
The Allegion Leadership Behaviors – break boundaries, innovate, be courageous, engage and develop, champion change and be inclusive – work in concert with our performance management system to reinforce our values and code of conduct in assessing how people lead and deliver top performance.
These efforts begin well before people work for us.
Around the world, our sites partner with schools and support teachers, providing mentoring, grants, scholarships, internships, co-op programs, classroom technology and on-site activities and full-time rotational programs after graduation.
Our sites sponsor science, technology, engineering and math ("STEM") programs and competitions to spur interest in fields like robotics, IT and engineering.
In the U.S., we also host annual Manufacturing Day events virtually and at several of our production and assembly facilities.
These programs expose students to careers in manufacturing and technology and provide educators with programming to encourage academic excellence and social development while building a pipeline of talent for us.
Enterprise excellence initiatives and sprint teams expand skills in lean manufacturing and quality principles and lead to redesigning workflow to boost productivity and reduce waste.
Engagement and DEI are topics for learning communities, employee roundtables and ongoing, regular analysis and dialogue among people leaders, executive leadership and Board of Directors.
We embrace all differences and similarities among colleagues and within the relationships we foster with customers, suppliers and the communities where we live and work.
Whatever background, experience, race, color, national origin, religion, age, gender, gender identity, disability status, sexual orientation, protected veteran status or any other characteristic protected by law, we make sure that potential and current employees have every opportunity for application and the opportunity to give their best at work.
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 are dedicated to fulfilling equal opportunity commitments in all decisions regarding all employment actions and at all levels of employment.
In partnership with our Human Resources organization, our Equal Employment Opportunity Officer ensures that the applicable policy and procedures are appropriately established, implemented and disseminated, including those prohibiting discrimination, harassment, bullying and/or retaliation.
*Civic Involvement*
Civic involvement is part of the value proposition we offer employees and supports DEI, growth and development.
We provide multi-faceted support for our communities, guided by three philanthropic pillars: safety and security; wellness; and addressing the unique needs of the communities where we live, learn, work and visit.
Corporate sponsorships and voluntary employee payroll deductions support a wide range of non-profits, including those that address housing and school security and safety; children and youth programs; education and scholarships for people of color and those who are economically disadvantaged and support for Historically Black Colleges and Universities; community safety nets for basic needs (e.g., food, shelter, transportation) for underserved people and to break the cycle of poverty; wellness, mental health, health research, emergency relief and blood supply initiatives; and programs to advance equality, justice and address systemic bias.
In addition to corporate sponsorships, site leaders and employees are encouraged to organize local volunteer and fundraising activities, provide grants to local organizations and serve on boards and committees.
*Respect for Human Rights*
Our respect for human rights is expressed in standards for our employees, our business partners, our customers and our communities.
We uphold our Global Human Rights Policy, with standards that align with basic working conditions and human rights concepts advanced by international organizations such as the International Labor Organization and the United Nations.
This policy also represents our own minimum standards for working conditions and human rights in our business and supply chains.
In addition, we conduct risk assessments and continue to have conversations with the suppliers and companies we work with about the importance of human rights.
Employee health and safety are top priorities, and we consistently rank as the safest among leading competitors on core measures such as the total recordable incident rate.
In recognition of our efforts to integrate sound environmental, health and safety ("EHS") management with our business operations, in 2021, we received the renowned Robert W.
Campbell Award from the National Safety Council.
An excerpt. Shown here: 40 of 49 rewritten, all 26 added and 40 of 41 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2023 filing and the FY2022 filing.
Cover and table of contents
30 rewritten, 8 added, 0 removed, 126 unchanged
For the fiscal year ended December 31, [removed: 2022][added: 2023]
[removed: ][added: ]
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 [removed: effective] [added: executive] officers during the relevant recovery period pursuant to §240.10D-1(b).
The aggregate market value of our ordinary shares held by non-affiliates on June 30, [removed: 2022] [added: 2023] was approximately [removed: $8.6] [added: $10.5] billion based on the closing price of such shares on the New York Stock Exchange on that date.
The number of ordinary shares outstanding of Allegion plc as of February [removed: 16, 2023] [added: 14, 2024] was [removed: 87,867,431.][added: 87,554,388.]
Portions of the registrant’s definitive proxy statement to be filed 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: 8, 2023] [added: 6, 2024] (the "Proxy Statement") are incorporated by reference into Part III of this Form 10-K as described herein.
| Part I | | | Item 1. | | | [removed: [Business](#i18fb89f15fde426e9266f6293eb02c97_16)] [added: [Business](#i53619b9775404261a3af9c7718bfb9a5_16)] | | | [removed: [4](#i18fb89f15fde426e9266f6293eb02c97_16)] [added: [4](#i53619b9775404261a3af9c7718bfb9a5_16)] | | |
| | | | Item 1A. | | | [Risk [removed: Factors](#i18fb89f15fde426e9266f6293eb02c97_19)] [added: Factors](#i53619b9775404261a3af9c7718bfb9a5_19)] | | | [removed: [14](#i18fb89f15fde426e9266f6293eb02c97_19)] [added: [15](#i53619b9775404261a3af9c7718bfb9a5_19)] | | |
| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i18fb89f15fde426e9266f6293eb02c97_22)] [added: Comments](#i53619b9775404261a3af9c7718bfb9a5_22)] | | | [removed: [25](#i18fb89f15fde426e9266f6293eb02c97_22)] [added: [26](#i53619b9775404261a3af9c7718bfb9a5_22)] | | |
| | | | Item 2. | | | [removed: [Properties](#i18fb89f15fde426e9266f6293eb02c97_25)] [added: [Properties](#i53619b9775404261a3af9c7718bfb9a5_25)] | | | [removed: [25](#i18fb89f15fde426e9266f6293eb02c97_25)] [added: [27](#i53619b9775404261a3af9c7718bfb9a5_25)] | | |
| | | | Item 3. | | | [Legal [removed: Proceedings](#i18fb89f15fde426e9266f6293eb02c97_28)] [added: Proceedings](#i53619b9775404261a3af9c7718bfb9a5_28)] | | | [removed: [25](#i18fb89f15fde426e9266f6293eb02c97_28)] [added: [27](#i53619b9775404261a3af9c7718bfb9a5_28)] | | |
| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i18fb89f15fde426e9266f6293eb02c97_31)] [added: Disclosures](#i53619b9775404261a3af9c7718bfb9a5_31)] | | | [removed: [26](#i18fb89f15fde426e9266f6293eb02c97_31)] [added: [27](#i53619b9775404261a3af9c7718bfb9a5_31)] | | |
| Part II | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i18fb89f15fde426e9266f6293eb02c97_37)] [added: Securities](#i53619b9775404261a3af9c7718bfb9a5_37)] | | | [removed: [27](#i18fb89f15fde426e9266f6293eb02c97_37)] [added: [28](#i53619b9775404261a3af9c7718bfb9a5_37)] | | |
| | | | Item 6. | | | [removed: [\[Reserved\]](#i18fb89f15fde426e9266f6293eb02c97_40)] [added: [\[Reserved\]](#i53619b9775404261a3af9c7718bfb9a5_40)] | | | [removed: [28](#i18fb89f15fde426e9266f6293eb02c97_40)] [added: [29](#i53619b9775404261a3af9c7718bfb9a5_40)] | | |
| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i18fb89f15fde426e9266f6293eb02c97_43)] [added: Operations](#i53619b9775404261a3af9c7718bfb9a5_43)] | | | [removed: [29](#i18fb89f15fde426e9266f6293eb02c97_43)] [added: [30](#i53619b9775404261a3af9c7718bfb9a5_43)] | | |
| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i18fb89f15fde426e9266f6293eb02c97_58)] [added: Risk](#i53619b9775404261a3af9c7718bfb9a5_58)] | | | [removed: [42](#i18fb89f15fde426e9266f6293eb02c97_58)] [added: [43](#i53619b9775404261a3af9c7718bfb9a5_58)] | | |
| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i18fb89f15fde426e9266f6293eb02c97_61)] [added: Data](#i53619b9775404261a3af9c7718bfb9a5_61)] | | | [removed: [43](#i18fb89f15fde426e9266f6293eb02c97_61)] [added: [44](#i53619b9775404261a3af9c7718bfb9a5_61)] | | |
| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i18fb89f15fde426e9266f6293eb02c97_64)] [added: Disclosure](#i53619b9775404261a3af9c7718bfb9a5_64)] | | | [removed: [43](#i18fb89f15fde426e9266f6293eb02c97_64)] [added: [44](#i53619b9775404261a3af9c7718bfb9a5_64)] | | |
| | | | Item 9A. | | | [Controls and [removed: Procedures](#i18fb89f15fde426e9266f6293eb02c97_67)] [added: Procedures](#i53619b9775404261a3af9c7718bfb9a5_67)] | | | [removed: [43](#i18fb89f15fde426e9266f6293eb02c97_67)] [added: [44](#i53619b9775404261a3af9c7718bfb9a5_67)] | | |
| | | | Item 9B. | | | [Other [removed: Information](#i18fb89f15fde426e9266f6293eb02c97_70)] [added: Information](#i53619b9775404261a3af9c7718bfb9a5_70)] | | | [removed: [44](#i18fb89f15fde426e9266f6293eb02c97_70)] [added: [45](#i53619b9775404261a3af9c7718bfb9a5_70)] | | |
| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i18fb89f15fde426e9266f6293eb02c97_73)] [added: Inspections](#i53619b9775404261a3af9c7718bfb9a5_73)] | | | [removed: [44](#i18fb89f15fde426e9266f6293eb02c97_73)] [added: [45](#i53619b9775404261a3af9c7718bfb9a5_73)] | | |
| Part III | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i18fb89f15fde426e9266f6293eb02c97_79)] [added: Governance](#i53619b9775404261a3af9c7718bfb9a5_79)] | | | [removed: [45](#i18fb89f15fde426e9266f6293eb02c97_79)] [added: [46](#i53619b9775404261a3af9c7718bfb9a5_79)] | | |
| | | | Item 11. | | | [Executive [removed: Compensation](#i18fb89f15fde426e9266f6293eb02c97_82)] [added: Compensation](#i53619b9775404261a3af9c7718bfb9a5_82)] | | | [removed: [45](#i18fb89f15fde426e9266f6293eb02c97_82)] [added: [46](#i53619b9775404261a3af9c7718bfb9a5_82)] | | |
| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i18fb89f15fde426e9266f6293eb02c97_85)] [added: Matters](#i53619b9775404261a3af9c7718bfb9a5_85)] | | | [removed: [45](#i18fb89f15fde426e9266f6293eb02c97_85)] [added: [46](#i53619b9775404261a3af9c7718bfb9a5_85)] | | |
| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i18fb89f15fde426e9266f6293eb02c97_88)] [added: Independence](#i53619b9775404261a3af9c7718bfb9a5_88)] | | | [removed: [45](#i18fb89f15fde426e9266f6293eb02c97_88)] [added: [46](#i53619b9775404261a3af9c7718bfb9a5_88)] | | |
| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i18fb89f15fde426e9266f6293eb02c97_91)] [added: Services](#i53619b9775404261a3af9c7718bfb9a5_91)] | | | [removed: [45](#i18fb89f15fde426e9266f6293eb02c97_91)] [added: [46](#i53619b9775404261a3af9c7718bfb9a5_91)] | | |
| Part IV | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i18fb89f15fde426e9266f6293eb02c97_97)] [added: Schedules](#i53619b9775404261a3af9c7718bfb9a5_97)] | | | [removed: [46](#i18fb89f15fde426e9266f6293eb02c97_97)] [added: [47](#i53619b9775404261a3af9c7718bfb9a5_97)] | | |
| | | | Item 16. | | | [Form 10-K [removed: Summary](#i18fb89f15fde426e9266f6293eb02c97_103)] [added: Summary](#i53619b9775404261a3af9c7718bfb9a5_103)] | | | [removed: [50](#i18fb89f15fde426e9266f6293eb02c97_103)] [added: [51](#i53619b9775404261a3af9c7718bfb9a5_103)] | | |
| | | | [removed: [Signatures](#i18fb89f15fde426e9266f6293eb02c97_106)] [added: [Signatures](#i53619b9775404261a3af9c7718bfb9a5_106)] | | | | | | [removed: [51](#i18fb89f15fde426e9266f6293eb02c97_106)] [added: [51](#i53619b9775404261a3af9c7718bfb9a5_106)] | | |
We do not undertake to update any forward-looking [removed: statements.][added: statements, except as required by law.]
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
For the Fiscal Year Ended December 31, 2023
| | | | Item 1C. | | | [C](#i53619b9775404261a3af9c7718bfb9a5_1623)[ybersecurity](#i53619b9775404261a3af9c7718bfb9a5_1623) | | | [26](#i53619b9775404261a3af9c7718bfb9a5_1623) | | |
| | | | | | | | | | | | |
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 1C. CYBERSECURITY
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New section this year
Risk Management and Strategy
Allegion plc recognizes the significance of developing, implementing, and maintaining cybersecurity measures to safeguard our information systems and products and protect the confidentiality, integrity, and availability of our data.
*Managing Material Risks & Integrated Overall Risk Management*
Cybersecurity is a critical part of our enterprise risk management.
To address cybersecurity threats, we leverage a multi-layer approach, with our Chief Information Security Officer (“CISO”) leading a team that is responsible for forming our enterprise-wide information security strategy, training, policy, standards, architecture and processes to protect us against cybersecurity risks.
Our risk management group works with our cybersecurity team to continuously evaluate and address cybersecurity risks.
Further, we have an employee security awareness program in place and a security training program for technical personnel that provides mandatory and on-demand training.
*Engage Third Parties on Risk Management*
We engage a range of external experts, including cybersecurity consultants and auditors to evaluate and test our risk management systems.
Our collaboration with these third parties includes regular audits, threat assessments, and consultation on security enhancements.
Our cybersecurity programs generally align with the NIST Cybersecurity Framework, and third party audits on portions of our cybersecurity program or processes apply the NIST Cybersecurity Framework controls.
These partnerships provide expert knowledge and insights, which are designed to ensure our cybersecurity strategies and processes are consistent with industry best practices.
*Oversee Third-party Risk*
We rely on our information technology systems and networks in connection with many of our business activities.
Some of these networks and systems are managed by third-party service providers and are not under our direct control.
The Company has implemented processes designed to manage the cybersecurity risks associated with its use of third-party service providers.
*Risks from Cybersecurity Threats*
Despite the security measures we have implemented, certain cyber incidents could materially disrupt operational systems; result in loss of trade secrets or other proprietary or competitively sensitive information; compromise personally identifiable information regarding customers or employees; delay our ability to deliver products to customers; and/or jeopardize the security of our facilities.
These risks are further described in the risk factors within Item 1A, particularly under the headings “We may be subject to risks relating to our information technology and operational technology systems”, “We currently rely on third-party service providers for many of the critical elements of our global information and operational technology infrastructure, and their failure to provide effective support for such infrastructure could increase our cybersecurity risk or otherwise negatively impact our business and financial results”, and “Disruptions or breaches of our information systems could adversely affect us.”
We have not encountered any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
Governance
The Board of Directors has established oversight mechanisms designed to ensure effective governance in managing risks associated with cybersecurity threats.
*Board of Directors Oversight*
Due to the importance of cybersecurity to the Company, the full Board is charged with oversight responsibility for our risk management and security strategy and policy.
The Board is composed of members with diverse expertise including, risk management, information technology, engineering, manufacturing, innovation and finance, equipping them to oversee cybersecurity risks effectively.
The Board receives updates from the CISO and management at its quarterly board meeting, which updates cover the Company's cybersecurity strategy, current cybersecurity risk assessment, key risk areas, current cyber trends, and any significant cyber incidents that have occurred or are reasonably likely to occur.
*Management’s Role*
Management is responsible for assessing and managing cybersecurity risk.
Specifically, the CISO is responsible for the prevention, mitigation, detection, and remediation of cybersecurity incidents.
The CISO regularly meets with the Chief Executive Officer (“CEO”) and Executive Leadership Team to inform them on cybersecurity risks.
These briefings encompass a broad range of topics, including:
- Threat intelligence;
- Risk updates with regional vice presidents;
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
- Third-party assessments and results of tabletop exercises;
- Training programs for employees;
- Results of phishing simulations;
- Cybersecurity technologies and best practices; and
- Significant cybersecurity incidents and/or trends (if any).
*Risk Management Personnel*
An excerpt. Shown here: all 0 rewritten, 40 of 52 added and all 0 removed. The counts are complete. For every sentence, read Item 1C. CYBERSECURITY in the FY2023 filing.
Item 2. PROPERTIES
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We operate through a broad network of sales offices, engineering centers, [removed: 29] [added: 31] principal production and assembly facilities and several distribution centers throughout the world.
Our active properties represent about [removed: 6.7] [added: 7.6] million square feet, of which approximately [removed: 41%] [added: 48%] is leased.
Item 4. MINE SAFETY DISCLOSURES
0 rewritten, 1 added, 37 removed, 2 unchanged
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following is a list of executive officers of the Company as of February 22, 2023.
*John H.
Stone*, age 52, has served as our President and Chief Executive Officer since July 2022.
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.
Wagnes*, age 49, has served as our Senior Vice President and Chief Financial Officer since March 2022.
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.
*Jeffrey N.
Braun*, age 63, has served as our Senior Vice President and General Counsel since 2014.
Mr. Braun also served as Secretary from July 2022 to February 2023 and from 2018 to 2020.
*Timothy P.
Eckersley*, age 61, has served as our Senior Vice President – Allegion International since 2021.
Mr. Eckersley served as our Senior Vice President – Americas from 2013 to 2020.
*Cynthia D.
Farrer,* age 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 2020 to 2021 and as Vice President, Global Supply Management from 2017 to 2020.
*David S.
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.
*Tracy L.
Kemp*, age 54, has served as our Senior Vice President – Chief Information and Digital Officer since December 2020.
Ms. Kemp served as our Senior Vice President – Chief Customer and Digital Officer from 2019 to 2020 and Senior Vice President and Chief Information Officer from 2015 to 2019.
*Robert C.
Martens*, age 52, has served as our Senior Vice President – Chief Innovation and Design Officer since December 2019 and Futurist and President of Allegion Ventures since 2017.
*Nickolas A.
Musial*, age 42, has served as our Vice President, Controller and Chief Accounting Officer since March 2022.
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.
*Vincent M.
Wenos,* age 56, has served as our Senior Vice President – Chief Technology Officer since June 2019.
Mr. Wenos served as our Vice President – Global Technology and Engineering from 2018 to 2019 and as both Vice President – Americas Engineering and Vice President – Global Mechanical Products from 2016 to 2018.
All above-listed executive officers 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 or directors of the Company.
All 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 our Board of Directors.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
12 rewritten, 9 added, 7 removed, 14 unchanged
As of February [removed: 16, 2023,] [added: 14, 2024,] the number of record holders of ordinary shares was [removed: 2,054.][added: 1,920.]
Our Board of Directors declared dividends of [removed: $0.41] [added: $0.45] per ordinary share on February [removed: 4, 2022,] [added: 9, 2023,] April [removed: 7, 2022,] [added: 13, 2023,] September [removed: 1, 2022] [added: 7, 2023] and December [removed: 1, 2022.][added: 7, 2023.]
On February [removed: 9, 2023,] [added: 7, 2024,] our Board of Directors declared a dividend of [removed: $0.45] [added: $0.48] per ordinary share payable on March [removed: 31, 2023,] [added: 29, 2024,] to shareholders of record on March 15, [removed: 2023.][added: 2024.]
We paid a total of [removed: $143.9] [added: $158.7] million in cash for dividends to ordinary shareholders during the year ended December 31, [removed: 2022.][added: 2023.]
As of December 31, [removed: 2022,] [added: 2023,] we had distributable reserves of [removed: $3.8] [added: $3.9] billion.
| Period | | | | | | Total number of shares purchased (000s) | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of the [removed: 2020] Share Repurchase Authorization (000s) | | | | | | Approximate dollar value of shares still available to be purchased under the [removed: 2020] Share Repurchase Authorization (000s) | | |
In February 2020, our Board of Directors approved a share repurchase authorization of up to, and including, $800 million of the Company’s ordinary shares (the [removed: "2020 Share] [added: "Share] Repurchase Authorization").
The [removed: 2020] Share Repurchase Authorization does not have a prescribed expiration date.
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: 2017,] [added: 2018,] 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: 2022.][added: 2023.]
[removed: ][added: ]
| | | | December 31, [removed: 2017 | | | December 31,] 2018 | | | December 31, 2019 | | | December 31, 2020 | | | December 31, 2021 | | | December 31, 2022 | | | [added: December 31, 2023 | | |]
| October 1 - October 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 500,000 | |
| November 1 - November 30 | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000 | | |
| December 1 - December 31 | | | | | | 342 | | | | | | 116.85 | | | | | | 342 | | | | | | 460,024 | | |
| Total | | | | | | 342 | | | | | | $ | 116.85 | | | | | 342 | | | | | | $ | 460,024 | |
On June 8, 2023, our Board of Directors reauthorized the Company's existing share repurchase program and, as a result, authorized the repurchase of up to, and including, $500 million of the Company's ordinary shares.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
| Allegion plc | | | 100.00 | | | 157.88 | | | 149.38 | | | 171.86 | | | 138.78 | | | 169.74 | | |
| S&P 500 | | | 100.00 | | | 131.49 | | | 155.68 | | | 200.37 | | | 164.08 | | | 207.21 | | |
| S&P 400 Capital Goods | | | 100.00 | | | 132.75 | | | 159.09 | | | 203.10 | | | 182.76 | | | 251.41 | | |
| 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 | | |
Item 6. [RESERVED]
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[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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(a)The following Consolidated Financial Statements and Financial Statement Schedule and the report thereon of PricewaterhouseCoopers LLP dated February [removed: 22, 2023,] [added: 20, 2024,] 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: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]
Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]
For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020:][added: 2021:]
Schedule II – Valuation and Qualifying Accounts for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 1 added, 3 removed, 19 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 [added: Securities] Exchange [removed: Act,] [added: Act of 1934,] as [added: amended (the Exchange 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: 2022,] [added: 2023,] 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: 2022.][added: 2023.]
We concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]
There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
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.
Item 9B. OTHER INFORMATION
0 rewritten, 1 added, 1 removed, 0 unchanged
During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 1 added, 0 removed, 2 unchanged
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 1 added, 1 removed, 1 unchanged
The [removed: other] information required by this item is incorporated herein by reference to the information contained under the headings [removed: "Item] [added: "Proposal] 1.
For information with respect to our executive officers, see the section titled "Corporate Governance" in our Proxy Statement.
The information regarding our executive officers is included in Part I under the caption "Executive Officers of the Registrant."
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 Analysis," "Executive Compensation" and "Compensation [added: and Human Capital] Committee Report" in our Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 1 added, 0 removed, 1 unchanged
The information required by this item is incorporated herein by reference to the information contained under the caption "Fees of the Independent [removed: Auditors"] [added: Registered Public Accounting Firm"] in our Proxy Statement.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
13 rewritten, 9 added, 19 removed, 108 unchanged
| [removed: [2.1](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000031/exhibit21sda.htm)] [added: [10.25](http://www.sec.gov/Archives/edgar/data/1579241/000157924115000033/exhibit101simonsvosssharep.htm)] | | | | | | [removed: Separation and Distribution] [added: Share Purchase] Agreement [added: dated June 26, 2015] between [removed: Ingersoll-Rand plc] [added: SimonsVoss Luxco S.à r.l., SimonsVoss Co-Invest GmbH & Co. KG, Mr Frank Rövekamp] and Allegion [removed: plc, dated November 29, 2013.] [added: Luxembourg Holding & Financing S.à r.l.] | | | | | | Incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] of the [removed: Company’s] [added: Company's] Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: December 2, 2013] [added: July 30, 2015] (File No. 001-35971). | | |
| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000031/exhibit102employeemattersa.htm)] [added: [10.24](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000039/exhibit102-formofnonxemplo.htm)] | | | | | | [removed: Employee Matters Agreement between Ingersoll-Rand plc and Allegion plc.] [added: Form of Non-Employee Director Restricted Stock Unit Award Agreement. *] | | | | | | Incorporated by reference to Exhibit 10.2 of the [removed: Company’s] [added: Company's] Form [removed: 8-K] [added: 10-Q] filed with the SEC on [removed: December 2, 2013] [added: July 26, 2023] (File No. 001-35971). | | |
| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a105allegion2013incentives.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000039/exhibit101-allegion2023inc.htm)] | | | | | | [removed: 2013] [added: 2023] Incentive Stock Plan. * | | | | | | Incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] of the Company’s [removed: Registration Statement on] Form [removed: 10] [added: 10-Q] filed with the SEC on [removed: June 17, 2013,] [added: July 26, 2023,] as amended (File No. 001-35971). | | |
| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1014petratisofferletter.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000006/exhibit1039-davidilardioff.htm)] | | | | | | David [removed: D. Petratis] [added: S. Ilardi] Offer Letter, dated [removed: June 19, 2013.] [added: February 14, 2022.] * | | | | | | Incorporated by reference to Exhibit [removed: 10.14] [added: 10.39] 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: February 15, 2022] (File No. [removed: 001-35971).] [added: 001-35971)] | | |
| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1015shannonofferletter.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1579241/000119312522162927/d365596dex101.htm)] | | | | | | [removed: Patrick S. Shannon] [added: John H. Stone] Offer Letter, dated [removed: April 9, 2013.] [added: May 24, 2022.] * | | | | | | Incorporated by reference to Exhibit [removed: 10.15] [added: 10.1] of the Company’s [removed: Registration Statement on] Form [removed: 10] [added: 8-K] filed with the SEC on [removed: June 17, 2013, as amended] [added: May 31, 2022] (File No. 001-35971). | | |
| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000019/exhibit1021formofspecialgl.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/1579241/000157924122000013/exhibit101-mwagnesofferlet.htm)] | | | | | | [removed: Form of Special Global Restricted Stock Unit Award Agreement.] [added: Michael J. Wagnes Offer Letter, dated February 14, 2022.] * | | | | | | Incorporated by reference to Exhibit [removed: 10.21] [added: 10.1] of the [removed: Company's] [added: Company’s] Form [removed: 10-K] [added: 8-K] filed with the SEC on February 15, 2022 (File No. 001-35971). | | |
| [removed: [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)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1579241/000119312522114077/d348556dex101.htm)] | | | | | | [removed: Michael J. Wagnes Offer Letter,] [added: Transaction Agreement,] dated [removed: February 14, 2022. *] [added: 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 [removed: February 15,] [added: April 22,] 2022 (File No. 001-35971). | | |
| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000006/exhibit211-subsidiarieslis.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit211-subsidiarieslis.htm)] | | | | | | List of subsidiaries of Allegion plc. | | | | | | Filed herewith. | | |
| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000006/exhibit231-2022consentofin.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit231-2023consentofin.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm. | | | | | | Filed herewith. | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924123000006/exhibit311-2022ceocertific.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit311-2023ceocertific.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/1579241/000157924123000006/exhibit312-2022cfocertific.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit312-2023cfocertific.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/1579241/000157924123000006/exhibit321-2022ceocfo906ce.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit321-2023ceocfo906ce.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. | | | | | | [removed: Furnished] [added: Filed] herewith. | | |
* [removed: Compensatory] [added: Management contract or compensatory] plan or arrangement.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
| [10.21](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit1021-globalrsuaward.htm) | | | | | | Form of Global Restricted Stock Unit Award Agreement. * | | | | | | Filed herewith. | | |
| [10.22](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit1022-globalstockopt.htm) | | | | | | Form of Global Stock Option Award Agreement. * | | | | | | Filed herewith. | | |
| [10.23](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit1023-globalpsuagree.htm) | | | | | | Form of Global Performance Stock Unit Award Agreement. * | | | | | | Filed herewith. | | |
| [22](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit22-subsidiaryguaran.htm) | | | | | | Subsidiary Guarantors and Issuers of Guaranteed Securities | | | | | | Filed herewith. | | |
| [97](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit97-rule10dx1clawbac.htm) | | | | | | SEC Rule 10D-1 Clawback Policy*. | | | | | | Filed herewith. | | |
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
| | | | | | | | | | | | | | | |
| [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). | | |
| [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 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 18, 2020 (File No. 001-35971). | | |
| [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 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 18, 2020 (File No. 001-35971). | | |
| [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 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 16, 2021 (File No. 001-35971). | | |
| [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) | | | | | | Form of 2021 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 16, 2021 (File No. 001-35971). | | |
| [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 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 16, 2021 (File No. 001-35971). | | |
| [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 2022 Global Restricted Stock Unit Award Agreement. * | | | | | | Incorporated by reference to Exhibit 10.31 of the Company's Form 10-K filed with the SEC on February 15, 2022 (File No. 001-35971). | | |
| [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 2022 Global Stock Option Award Agreement. * | | | | | | Incorporated by reference to Exhibit 10.32 of the Company's Form 10-K filed with the SEC on February 15, 2022 File No. 001-35971). | | |
| [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 2022 Global Performance Stock Unit Award Agreement. * | | | | | | Incorporated by reference to Exhibit 10.33 of the Company's Form 10-K filed with the SEC on February 15, 2022 (File No. 001-35971). | | |
| [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). | | |
| [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). | | |
| [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 Restricted Stock Unit Award Agreement, dated March 10, 2021. * | | | | | | Incorporated by reference to Exhibit 10.6 of the Company's Form 10-Q filed with the SEC on April 22, 2021 (File No. 001-35971). | | |
| [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) | | | | | | Timothy P. Eckersley Performance Stock Unit Award Agreement, dated March 10, 2021. * | | | | | | Incorporated by reference to Exhibit 10.7 of the Company's Form 10-Q filed with the SEC on April 22, 2021 (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.](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) | | | | | | John H. Stone Restricted Stock Unit Award Agreement, dated August 1, 2022. * | | | | | | Incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed with the SEC on October 27, 2022 (File No. 001-35971). | | |
| [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) | | | | | | John H. Stone Stock Option Award Agreement, dated August 1, 2022. * | | | | | | Incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filed with the SEC on October 27, 2022 (File No. 001-35971). | | |
| [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) | | | | | | David S. Ilardi Offer Letter, dated February 14, 2022. * | | | | | | Filed herewith. | | |
| [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). | | |
Item 16. FORM 10-K SUMMARY
494 rewritten, 162 added, 160 removed, 847 unchanged
| Date: | | | | | | February [removed: 22, 2023] [added: 20, 2024] | | |
| /s/ John H. Stone | | | | | | President and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 22, 2023] [added: 20, 2024] | | |
| /s/ Michael J. Wagnes | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 22, 2023] [added: 20, 2024] | | |
| /s/ Nickolas A. Musial | | | | | | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 22, 2023] [added: 20, 2024] | | |
| /s/ Kirk S. Hachigian | | | | | | Chairman of the Board and Director | | | | | | February [removed: 22, 2023] [added: 20, 2024] | | |
| /s/ Steven C. Mizell | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 20, 2024] | | |
| /s/ Nicole Parent Haughey | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 20, 2024] | | |
| /s/ Lauren B. Peters | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 20, 2024] | | |
| /s/ Dean I. Schaffer | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 20, 2024] | | |
| /s/ Dev Vardhan | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 20, 2024] | | |
| /s/ Martin E. Welch III | | | | | | Director | | | | | | February [removed: 22, 2023] [added: 20, 2024] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i18fb89f15fde426e9266f6293eb02c97_112)] [added: Firm](#i53619b9775404261a3af9c7718bfb9a5_112)] | | | [removed: F-[1](#i18fb89f15fde426e9266f6293eb02c97_112)] [added: F-[1](#i53619b9775404261a3af9c7718bfb9a5_112)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i18fb89f15fde426e9266f6293eb02c97_115)] [added: Income](#i53619b9775404261a3af9c7718bfb9a5_115)] | | | [removed: F-[3](#i18fb89f15fde426e9266f6293eb02c97_115)] [added: F-[3](#i53619b9775404261a3af9c7718bfb9a5_115)] | | |
| [Consolidated Balance [removed: Sheets](#i18fb89f15fde426e9266f6293eb02c97_118)] [added: Sheets](#i53619b9775404261a3af9c7718bfb9a5_118)] | | | [removed: F-[4](#i18fb89f15fde426e9266f6293eb02c97_118)] [added: F-[4](#i53619b9775404261a3af9c7718bfb9a5_118)] | | |
| [Consolidated Statements of [removed: Equity](#i18fb89f15fde426e9266f6293eb02c97_121)] [added: Equity](#i53619b9775404261a3af9c7718bfb9a5_121)] | | | [removed: F-[5](#i18fb89f15fde426e9266f6293eb02c97_121)] [added: F-[5](#i53619b9775404261a3af9c7718bfb9a5_121)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i18fb89f15fde426e9266f6293eb02c97_124)] [added: Flows](#i53619b9775404261a3af9c7718bfb9a5_124)] | | | [removed: F-[6](#i18fb89f15fde426e9266f6293eb02c97_124)] [added: F-[6](#i53619b9775404261a3af9c7718bfb9a5_124)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i18fb89f15fde426e9266f6293eb02c97_127)] [added: Statements](#i53619b9775404261a3af9c7718bfb9a5_127)] | | | [removed: F-[7](#i18fb89f15fde426e9266f6293eb02c97_127)] [added: F-[7](#i53619b9775404261a3af9c7718bfb9a5_127)] | | |
| [Financial Statement Schedule: Schedule II – Valuation and Qualifying Accounts for the years ended December 31, [removed: 202](#i18fb89f15fde426e9266f6293eb02c97_199)[2](#i18fb89f15fde426e9266f6293eb02c97_199)[, 202](#i18fb89f15fde426e9266f6293eb02c97_199)[1](#i18fb89f15fde426e9266f6293eb02c97_199) [and 20](#i18fb89f15fde426e9266f6293eb02c97_199)[20](#i18fb89f15fde426e9266f6293eb02c97_199)] [added: 2023, 2022 and 2021](#i53619b9775404261a3af9c7718bfb9a5_199)] | | | [removed: F-[35](#i18fb89f15fde426e9266f6293eb02c97_199)] [added: F-[34](#i53619b9775404261a3af9c7718bfb9a5_199)] | | |
To the Board of Directors and Shareholders of Allegion [removed: Public Limited Company][added: plc]
We have audited the accompanying consolidated balance sheets of Allegion plc and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.
[removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated] financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
These procedures included testing the effectiveness of controls relating to the [removed: acquisition accounting, including controls over management’s valuation of the customer relationships acquired.][added: revenue recognition process.]
| For the years ended December 31, | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Net revenues | | | | | | $ | [removed: 3,271.9] [added: 3,650.8] | | | | | $ | [removed: 2,867.4] [added: 3,271.9] | | | | | $ | [removed: 2,719.9] [added: 2,867.4] | |
| Cost of goods sold | | | | | | [removed: 1,949.5] [added: 2,069.3] | | | | | | [removed: 1,662.5] [added: 1,949.5] | | | | | | [removed: 1,541.1] [added: 1,662.5] | | |
| Selling and administrative expenses | | | | | | [removed: 736.0] [added: 865.6] | | | | | | [removed: 674.7] [added: 736.0] | | | | | | [removed: 635.7] [added: 674.7] | | |
| Impairment of [removed: goodwill and] intangible assets | | | | | | [removed: —] [added: 7.5] | | | | | | — | | | | | | [removed: 101.7] [added: —] | | |
| [removed: Loss on assets] [added: Assets] held for sale | | | | | | — | | | | | | [removed: — | | | | | | 37.9] [added: 3.5] | | |
| Operating income | | | | | | [removed: 586.4] [added: 708.4] | | | | | | [removed: 530.2] [added: 586.4] | | | | | | [removed: 403.5] [added: 530.2] | | |
| Interest expense | | | | | | [removed: 75.9] [added: 93.1] | | | | | | [removed: 50.2] [added: 75.9] | | | | | | [removed: 51.1] [added: 50.2] | | |
| Loss on divestitures | | | | | | [removed: 7.6] [added: —] | | | | | | [removed: —] [added: 7.6] | | | | | | — | | |
| Other income, net | | | | | | [removed: (11.6)] [added: (1.9)] | | | | | | [removed: (44.0)] [added: (11.6)] | | | | | | [removed: (13.0)] [added: (44.0)] | | |
| Earnings before income taxes | | | | | | [removed: 514.5] [added: 617.2] | | | | | | [removed: 524.0] [added: 514.5] | | | | | | [removed: 365.4] [added: 524.0] | | |
| Provision for income taxes | | | | | | [removed: 56.2] [added: 76.6] | | | | | | [removed: 40.7] [added: 56.2] | | | | | | [removed: 50.9] [added: 40.7] | | |
| Net earnings | | | | | | [removed: 458.3] [added: 540.6] | | | | | | [removed: 483.3] [added: 458.3] | | | | | | [removed: 314.5] [added: 483.3] | | |
| Less: Net earnings attributable to noncontrolling interests | | | | | | [removed: 0.3] [added: 0.2] | | | | | | 0.3 | | | | | | [removed: 0.2] [added: 0.3] | | |
| Net earnings attributable to Allegion plc | | | | | | $ | [removed: 458.0] [added: 540.4] | | | | | $ | [removed: 483.0] [added: 458.0] | | | | | $ | [removed: 314.3] [added: 483.0] | |
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
| /s/ Susan L. Main | | | | | | Director | | | | | | February 20, 2024 | | |
| (Susan L. Main | | | | | | | | | | | | | | |
| /s/ Ellen Rubin | | | | | | Director | | | | | | February 20, 2024 | | |
| (Ellen Rubin) | | | | | | | | | | | | | | |
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
The communication of critical audit matters does not alter in any way our opinion on the consolidated
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
*Revenue Recognition*
As described in Notes 2 and 20 to the consolidated financial statements, the Company has two principal revenue streams, tangible product sales and services.
For the year ended December 31, 2023, the Company’s net revenues were $3,650.8 million.
Net revenues are recognized based on the satisfaction of performance obligations under the terms of a contract.
Product sales involve contracts with a single performance obligation.
Service offerings include inspection, maintenance and repair, aftermarket, design and installation and locksmith services, as well as software as a service solutions.
The principal consideration for our determination that performing procedures related to revenue recognition is a critical audit matter is the high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company’s revenue recognition.
These procedures also included, among others (i) testing the completeness, accuracy, and occurrence of revenue recognized during the year for a sample of revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, shipping documentation, service order completion sheets and subsequent cash receipts, (ii) for certain revenue transactions, testing the issuance and settlement of invoices and credit memos, tracing transactions not settled to a detailed listing of accounts receivable, and testing the completeness and accuracy of data provided by management; and (iii) confirming a sample of outstanding customer invoice balances as of year-end and obtaining and inspecting source documents, such as subsequent cash receipts or shipping documentation, for confirmations not returned.
February 20, 2024
| Repurchase of ordinary shares | | | | | | (59.9) | | | | | | — | | | | | | (0.5) | | | | | | (41.3) | | | | | | (18.6) | | | | | | — | | | | | | — | | |
| Acquisition/divestiture of noncontrolling interest and other | | | | | | (0.1) | | | | | | — | | | | | | — | | | | | | 0.4 | | | | | | 2.3 | | | | | | — | | | | | | (2.8) | | |
| Balance at December 31, 2023 | | | | | | $ | 1,318.3 | | | | | $ | 0.9 | | | | | 87.5 | | | | | | $ | — | | | | | $ | 1,578.9 | | | | | $ | (261.5) | | | | | $ | — | |
| Net earnings | | | | | | $ | 540.6 | | | | | $ | 458.3 | | | | | $ | 483.3 | |
Accounts and Notes Receivable, Net: Receivables consist of billed receivables which are currently due from customers.
Major replacements and
Any contingent consideration is recorded at the estimated fair value as of the date of the acquisition and is recorded as part of the purchase price.
This estimate is updated in future periods and any changes in the estimate, which are not considered an adjustment to the purchase price, are recorded in the Consolidated Statements of Comprehensive Income.
A performance obligation is a promise in a contract to transfer control of a distinct product or to provide a service, or a bundle of products or services, to a customer.
Transfer of control typically occurs when goods are shipped from the Company's facilities or at other predetermined control transfer points (for instance, destination terms).
Unlike the single performance obligation to ship a product or bundle of products, revenue related to services is recognized when the service based performance obligations are satisfied.
In some instances, customer acceptance provisions are included in sales
years of service.
In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
This guidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025.
Early adoption is permitted.
The Company is currently evaluating the impact that the updated standard will have on the Consolidated Financial Statements and related disclosures.
In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated
by federal, state and foreign).
ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
This guidance will be effective for the annual periods beginning the year ended December 31, 2025.
ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.
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.
The principal considerations for our determination that performing procedures relating to the valuation of the 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 estimate of the customer relationships acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rate, profitability, customer attrition, discount rate, and the allocation of revenues by customer type; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures also included, among others (i) reading the acquisition agreement; (ii) testing management’s process for developing the fair value estimate of the customer relationships acquired; (iii) evaluating the appropriateness of the income approach; (iv) testing the completeness and accuracy of the underlying data used in the income approach; and (v) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rate, profitability, customer attrition rate, discount rate, and the allocation of revenues by customer type.
Evaluating the reasonableness of management’s significant assumptions related to the revenue growth 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 Access Technologies business, (ii) the consistency with external market and industry data, and (iii) whether 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 evaluating the appropriateness of the Company’s income approach and evaluating the reasonableness of the discount rate and customer attrition significant assumptions.
February 22, 2023
| Assets held for sale | | | | | | 3.5 | | | | | | — | | |
| Balance at December 31, 2019 | | | | | | $ | 760.4 | | | | | $ | 0.9 | | | | | 92.7 | | | | | | $ | — | | | | | $ | 975.1 | | | | | $ | (218.6) | | | | | $ | 3.0 | |
| Cumulative effect of adoption of ASC 326, *Financial Instruments – Credit Losses* | | | | | | (2.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2.2) | | | | | | — | | | | | | — | | |
| Repurchase of ordinary shares | | | | | | (208.8) | | | | | | — | | | | | | (1.9) | | | | | | (24.8) | | | | | | (184.0) | | | | | | — | | | | | | — | | |
| Loss on assets held for sale | | | | | | — | | | | | | — | | | | | | 37.3 | | |
Equity method affiliates represent unconsolidated entities over which the Company demonstrates significant influence but does not have a controlling interest.
The Company is also required to consolidate variable interest entities in which it bears a majority of the risk to the entity’s potential losses or stands to gain from a majority of the entity’s expected returns.
not impaired.
In these instances, revenue
discount rates, expected returns on plan assets, employee mortality and turnover rates.
Recently Adopted Accounting Pronouncements:
In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers." This ASU requires contract assets and contract liabilities (e.g., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, "Revenue from Contracts with Customers".
Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree.
Historically, such amounts were recognized by the acquirer at fair value in purchase accounting.
This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
The Company elected to early adopt ASU 2021-08 on January 1, 2022, and as such, applied this new guidance to the Access Technologies business combination (see Note 3), which did not result in a material impact to the Consolidated Financial Statements for the year ended December 31, 2022.
| Goodwill | | | 631.5 | | |
The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2022.
Finalization of the valuation during the measurement period could result in a change in the amounts recorded for acquired working capital balances, goodwill, income tax assets and liabilities, among other items.
The completion of the valuation will occur no later than one year from the acquisition date.
The following unaudited pro forma financial information for the years ended December 31, 2022 and 2021, reflects the consolidated results of operations of the Company as if this acquisition had taken place on January 1, 2021:
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net revenues | | | $ | 3,449.0 | | | | | $ | 3,203.2 | |
An excerpt. Shown here: 40 of 494 rewritten, 40 of 162 added and 40 of 160 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2023 filing and the FY2022 filing.