Allegion (ALLE) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A34 rewritten13 added14 removed288 unchanged
All filing items880 rewritten302 added277 removed1,824 unchanged
Summary
counted, not written
- Item 1A lists 35 risk factor headings: 2 new, 1 reworded and 32 unchanged since FY2023. 3 headings from FY2023 no longer appear.
- Sentence by sentence, 302 added, 277 removed, 880 rewritten and 1,824 unchanged across 21 items that differ.
New Item 1A headings (2)
- Our business performance is impacted by the strength of the institutional, commercial and residential construction and remodeling markets and global macroeconomic factors.
- Our global operations subject us to political, economic and regulatory risks, including uncertainty related to the imposition of new or increased tariffs and the global trade environment more generally.Tariffs
Removed Item 1A headings (3)
- Our business operations and performance have been, and are expected to continue to be, impacted by global macroeconomic factors. Ongoing macroeconomic challenges could adversely impact our business, results of operations, financial conditions and cash flows.
- Our global operations subject us to economic risks.
- Our business relies on the institutional, commercial and residential construction and remodeling markets.
Reworded Item 1A headings (1)
- Increased
[removed: prices and inflation][added: prices, whether due to inflationary pressures or other factors,] could negatively impact our margin performance and our financial results.
A heading is new when no FY2023 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 FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
34 rewritten, 13 added, 14 removed, 288 unchanged
[removed: Macroeconomic] [added: In the recent past, our business operations and performance were also impacted by global macroeconomic] challenges, including [removed: ongoing] supply chain disruptions and delays, material, electronic component and labor shortages, [added: prolonged periods of] cost inflation, [removed: rising interest rates] and [removed: volatility in the capital markets, have impacted, and may continue to impact, our business, our customers and our suppliers.][added: increased interest rates.]
[removed: These challenges] [added: Negative macroeconomic trends, future market disruptions or uncertainty related to potential changes to fiscal and monetary policy and/or trade policy, including the imposition, or threatened imposition, of tariffs and potential retaliatory trade restrictions,] may [removed: also] make it more challenging for us to manufacture and deliver products to our customers, could cause periodic production interruptions and supply constraints, impact our ability to forecast and plan for future business activities and, if not adequately [removed: managed,] [added: managed by us,] could [removed: have] [added: cause] a material adverse impact on our business, results of operations, financial condition and cash flows.
[removed: Further, demand] [added: Demand] for our [added: security] products and solutions [removed: is impacted by] [added: relies on] the [removed: strength of] institutional, [removed: commercial] [added: commercial,] and residential construction and remodeling markets, which are [removed: sensitive to] [added: marked by cyclicality based on] national, regional and local economic [removed: conditions.][added: conditions, including consumer confidence and disposable income, corporate and government spending, work-from-home trends, availability of credit and demand for new housing and infrastructure.]
Increased [removed: prices and inflation] [added: prices, whether due to inflationary pressures or other factors,] could negatively impact our margin performance and our financial results.
[removed: Elevated levels of inflation, including rising] [added: Higher] prices for raw materials, parts and components, freight, packaging, labor and energy, [removed: increases] [added: whether caused by inflationary pressures or other geopolitical factors, such as new or increased tariffs, duties, or other charges as a result of changes to U.S. or international trade policies or trade agreements, increase] our costs to manufacture and distribute our products and services, and we may be unable to pass these increased costs on to our customers.
If [removed: inflation in] these costs [removed: increases] [added: increase] beyond our ability to control for them through measures such as implementing operating efficiencies, or we are not able to increase prices to sufficiently offset the effect of various cost increases without negatively impacting customer demand, our margin performance and results of operations would be negatively impacted.
Additionally, we procure various [removed: products,] [added: product s,] parts, components and services from supplier partners located throughout the world.
- Changes to trade agreements, [added: foreign trade policies,] sanctions, import and export regulations, including [added: the] imposition [added: or threatened imposition] of [removed: burdensome tariffs and] [added: new or increased tariffs,] quotas, [removed: and] customs [removed: duties;][added: duties and similar restrictions, as well as retaliatory actions that may be imposed by other governments in response to such tariffs or other trade restrictions;]
Our business [removed: relies on] [added: performance is impacted by] the [added: strength of the] institutional, commercial and residential construction and remodeling [removed: markets.][added: markets and global macroeconomic factors.]
[removed: Weakness] [added: As a result, weakness] or instability in one or more of these markets [removed: may] [added: could slow demand for new construction or remodeling projects and] cause current and potential customers to delay or cancel [removed: major] capital projects or otherwise choose not to make purchases, which could negatively impact the demand for our products and solutions and [removed: erode average selling prices.][added: result in declines in our revenues, profitability and cash flows.]
Approximately [removed: 25%] [added: 24%] of our [removed: 2023] [added: 2024] 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.
At December 31, [removed: 2023,] [added: 2024,] the net carrying value of our goodwill and other indefinite-lived intangible assets totaled approximately [removed: $1.4] [added: $1.5] billion and [removed: $104] [added: $101] million, respectively.
[removed: Continued] [added: Future] instability in U.S. and global capital and credit markets, including market disruptions, limited liquidity and interest rate volatility or reductions in the credit ratings assigned to us by independent ratings agencies, could reduce our access to capital [removed: markets, increase our costs of borrowing or adversely impact our ability to obtain favorable financing terms in the future.]
We had approximately $2 billion of outstanding indebtedness at December 31, [removed: 2023.][added: 2024.]
In addition, we have a senior unsecured revolving credit facility (the [removed: "2021 Revolving] [added: "Revolving] Facility") that permits borrowings of up to [removed: $500] [added: $750] million.
At December 31, [removed: 2023,] [added: 2024,] our borrowings included a variable rate term loan facility (the [removed: "2021 Term] [added: "Term] Facility", and together with the [removed: 2021] Revolving Facility, the [removed: "2021 Credit] [added: "Credit] Facilities").
The [removed: 2021] Credit Facilities had a combined outstanding variable rate balance of [removed: $225.0] [added: $212.5] million at December 31, [removed: 2023,] [added: 2024,] which exposes us to variable interest rate risk.
We are also exposed to the risk of continued rising interest rates to the extent we fund our short or long-term financing needs with variable-rate borrowings under the [removed: 2021] Revolving Facility.
If variable base rates under the [removed: 2021] Credit Facilities continue to increase in the future, our Interest expense could increase as well.
For more details about our interest rate exposure under the [removed: 2021] Credit Facilities, please see Part II.
The speed of development by our competitors and new market [removed: entrants is increasing.]
We cannot provide any assurance that any new product or service will be successfully commercialized in [added: a timely manner, if ever, or, if commercialized, will result in returns greater than our investment.]
In the event that working capital requirements exceed operating cash flow, we may be required to draw on the [removed: 2021] Revolving Facility or pursue other external financing, which may not be readily available.
Global health [removed: crises, such as the COVID-19 pandemic or any other actual or threatened epidemic, pandemic,] [added: crises] or outbreak and spread of a communicable disease or virus in the countries where we operate or sell products and provide services, could adversely affect our operations and financial performance.
We procure certain products, including raw materials and other commodities, including steel, zinc, brass and other non-ferrous metals, as well as parts, components (including electronic components) and logistical services from supplier partners located [removed: throughout the world.]
If we are unable to effectively manage these relationships, or if these third parties experience delays, disruptions, shortages of materials, labor, electronic and other components, capacity constraints, [added: new or increased tariffs and/or other trade restrictions,] regulatory issues or quality control problems in their operations, freight delays and other supply chain constraints and disruptions, or otherwise fail to meet our future requirements for timely delivery, our ability to ship and deliver certain of our products to our customers could be impaired and our business could be harmed.
If we fail, or are perceived to have failed, in any number of ESG matters, such as environmental stewardship, [removed: DEI,] good corporate governance, workplace conduct and support for local communities, or to [removed: effectively] [added: effec tively] respond to changes in, or new, legal, regulatory or reporting requirements concerning climate change or other sustainability concerns, we may be subject to regulatory fines and penalties, and our reputation or the reputation of our brands may suffer.
[added: 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.
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 [added: with these rules.]
Our tax returns are subject to review by taxing authorities in the jurisdictions in which [removed: we operate.]
For example, many countries in Europe, as well as a number of other countries and organizations, have [removed: recently] proposed, recommended or implemented changes to existing tax laws or have enacted new laws that could significantly increase our effective tax rate or cash tax obligations in countries where we do business or require us to change the manner in which we operate our business.
Over 130 countries agreed to the general framework of the GMT rules and [removed: approximately 25] [added: numerous] countries [added: in which we operate] have [removed: implemented] [added: transposed those rules into national laws, including Ireland,] the [removed: GMT rules.][added: location of our incorporation.]
[removed: Further, we] [added: We] anticipate the continued and ongoing release of OECD GMT interpretive [removed: guidance.][added: guidance and local country GMT legislation.]
At our annual general meeting of shareholders, our shareholders authorized our Board of Directors to issue up to [removed: 33%] [added: 20%] of our issued ordinary shares and further authorized our Board of Directors to issue up to [removed: 5%] [added: 20%] of such shares for cash without first offering them to our existing shareholders.
However, these hedging and pricing strategies may not fully protect us against cost increases caused by factors such as new or increased tariffs, changing import duties, market illiquidity and specific local regulations.
Our global operations subject us to political, economic and regulatory risks, including uncertainty related to the imposition of new or increased tariffs and the global trade environment more generally.
As an example, in February 2025, the U.S. government announced tariffs on imports from Canada, Mexico and China, countries from which we manufacture and/or export products and components.
Subsequently, the tariffs on Canada and Mexico were paused.
We are evaluating the potential impact of these actions and considering what, if any, steps we take to mitigate the impact of the tariffs.
We estimate we source approximately 20-25% of Cost of goods sold from Mexico and less than 5% of Cost of goods sold from China.
The degree to which any new or increased tariffs would impact our business and results of operations is largely dependent on factors outside of our control, including if the tariffs are ultimately implemented, the timing, duration and magnitude of their implementation, and responses or retaliatory actions taken by other countries or regions.
We can give no assurance that the impact of any tariffs will not have a material adverse effect upon our results of operations, financial condition or liquidity or that actions we may take to mitigate the impact of the tariffs will be effective.
markets, increase our costs of borrowing or adversely impact our ability to obtain favorable financing terms in the future.
entrants is increasing.
throughout the world.
we operate.
Additional countries are in various stages of implementing the rules into their national laws.
Our business operations and performance have been, and are expected to continue to be, impacted by global macroeconomic factors.
Ongoing macroeconomic challenges could adversely impact our business, results of operations, financial conditions and cash flows.
As a result, deterioration of these macroeconomic conditions (or weakness in these conditions existing for an extended period of time), a decline in general economic activity or recession in the U.S. or global economy could slow demand for new construction or remodeling projects and result in our customers cancelling or delaying orders, which in turn could erode average selling prices and result in declines in our revenues, profitability and cash flows.
Our global operations subject us to economic risks.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Demand for our security products and solutions relies on the institutional, commercial and residential construction and remodeling markets, which are marked by cyclicality based on overall economic conditions, including consumer confidence and disposable income, corporate and government spending, work-from-home trends, availability of credit and demand for new housing and infrastructure.
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.
Applicable variable interest rates have increased throughout 2023, resulting in increased Interest expense.
a timely manner, if ever, or, if commercialized, will result in returns greater than our investment.
Subsequent developments in legal
with these rules.
Further, on December 15, 2022, the European Union adopted a Council Directive which requires GMT rules to be transposed into member states’ national laws starting in 2024.
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.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
163 rewritten, 73 added, 90 removed, 210 unchanged
[removed: Industry] [added: Business and Industry] Trends and Outlook
We [removed: also] experienced a [removed: continued] softening of demand [removed: in our Global Portable Security and China] [added: within certain] businesses in our Allegion International segment.
We expect growth in [removed: the] global electronic security product and [removed: solution categories we serve] [added: solutions] to continue to outperform growth in mechanical products and solutions over the long-term, as end-users [added: continue to] adopt newer technologies in their facilities and homes.
We expect [added: continued growth in 2025, and for] the security products industry [removed: will] [added: to] benefit from [removed: favorable long-term demographic trends such as continued urbanization of the global population,] increased concerns about safety and security and technology-driven innovation.
The [removed: economic] [added: demand trends and macroeconomic] 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."
[removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] Significant Events
[removed: Impairment] [added: 2023 Impairment] of Intangible Assets
Consequently, intangible asset impairment charges totaling $7.5 million were [removed: recorded.][added: recorded in 2023 in our Allegion International segment.]
On [removed: June 22, 2022,] [added: May 29, 2024,] Allegion US Holding Company [removed: Inc., a wholly-owned subsidiary of the Company] [added: Inc.] ("Allegion US Hold Co"), [added: our wholly-owned subsidiary,] issued [removed: $600.0] [added: $400.0] million [removed: aggregate] principal amount of [removed: its 5.411%] [added: 5.600%] Senior Notes due [removed: 2032] [added: 2034] (the [removed: “5.411%] [added: “5.600%] Senior Notes”).
The [removed: 5.411%] [added: 5.600%] Senior Notes require semi-annual interest payments on [removed: January 1] [added: May 29] and [removed: July 1,] [added: November 29,] and mature on [removed: July 1, 2032.][added: May 29, 2034.]
[removed: We] [added: During 2023, 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 [removed: million] [added: million,] and repurchased approximately 0.5 million ordinary shares for approximately $59.9 [removed: million during the year ended December 31, 2023.][added: million.]
[removed: We] [added: During 2024, we] paid quarterly dividends of [removed: $0.41] [added: $0.48] per ordinary share to shareholders on record as of March [removed: 16, 2022,] [added: 15, 2024,] June [removed: 16, 2022,] [added: 14, 2024,] September [removed: 16, 2022,] [added: 20, 2024,] and December [removed: 16, 2022,] [added: 17, 2024,] for a total of [removed: $143.9 million] [added: $167.0 million,] and repurchased approximately [removed: 0.5] [added: 1.6] million ordinary shares for approximately [removed: $61.0 million during the year ended December 31, 2022.][added: $220.0 million.]
| Dollar amounts in millions, except per share amounts | | | | | | [removed: 2023] [added: 2024] | | | | | | % of Net revenues | | | | | | [removed: 2022] [added: 2023] | | | | | | % of Net revenues | | | | | | | | | | | | | | |
| Net revenues | | | | | | $ | [removed: 3,650.8] [added: 3,772.2] | | | | | | | | | | | $ | [removed: 3,271.9] [added: 3,650.8] | | | | | | | | | | | | | | | | | | | |
| Cost of goods sold | | | | | | [removed: 2,069.3] [added: 2,103.7] | | | | | | [removed: 56.7] [added: 55.8] | | % | | | | [removed: 1,949.5] [added: 2,069.3] | | | | | | [removed: 59.6] [added: 56.7] | | % | | | | | | | | | | | | |
| Selling and administrative expenses | | | | | | [removed: 865.6] [added: 887.8] | | | | | | [removed: 23.7] [added: 23.5] | | % | | | | [removed: 736.0] [added: 865.6] | | | | | | [removed: 22.5] [added: 23.7] | | % | | | | | | | | | | | | |
| Impairment of intangible assets | | | | | | [removed: 7.5] [added: —] | | | | | | [removed: 0.2] [added: —] | | % | | | | [removed: —] [added: 7.5] | | | | | | [removed: —] [added: 0.2] | | % | | | | | | | | | | | | |
| Operating income | | | | | | [removed: 708.4] [added: 780.7] | | | | | | [removed: 19.4] [added: 20.7] | | % | | | | [removed: 586.4] [added: 708.4] | | | | | | [removed: 17.9] [added: 19.4] | | % | | | | | | | | | | | | |
| Interest expense | | | | | | [removed: 93.1] [added: 102.0] | | | | | | | | | | | | [removed: 75.9] [added: 93.1] | | | | | | | | | | | | | | | | | | | | |
| Other income, net | | | | | | [removed: (1.9)] [added: (20.1)] | | | | | | | | | | | | [removed: (11.6)] [added: (1.9)] | | | | | | | | | | | | | | | | | | | | |
| Earnings before income taxes | | | | | | [removed: 617.2] [added: 698.8] | | | | | | | | | | | | [removed: 514.5] [added: 617.2] | | | | | | | | | | | | | | | | | | | | |
| Provision for income taxes | | | | | | [removed: 76.6] [added: 101.3] | | | | | | | | | | | | [removed: 56.2] [added: 76.6] | | | | | | | | | | | | | | | | | | | | |
| Net earnings | | | | | | [removed: 540.6] [added: 597.5] | | | | | | | | | | | | [removed: 458.3] [added: 540.6] | | | | | | | | | | | | | | | | | | | | |
| Less: Net earnings attributable to noncontrolling interests | | | | | | [removed: 0.2] [added: —] | | | | | | | | | | | | [removed: 0.3] [added: 0.2] | | | | | | | | | | | | | | | | | | | | |
| Net earnings attributable to Allegion plc | | | | | | $ | [removed: 540.4] [added: 597.5] | | | | | | | | | | | $ | [removed: 458.0] [added: 540.4] | | | | | | | | | | | | | | | | | | | |
| [removed: Diluted] [added: Diluted] net earnings per ordinary share attributable to Allegion plc ordinary [removed: shareholders:] [added: shareholders:] | | | | | | $ | [removed: 6.12] [added: 6.82] | | | | | | | | | | | $ | [removed: 5.19] [added: 6.12] | | | | | | | | | | | | | | | | | | | |
For a discussion of our results of operations for the year ended December 31, [removed: 2022,] [added: 2023,] compared to the year ended December 31, [removed: 2021,] [added: 2022,] see “Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our [removed: 2022] [added: 2023] Annual Report on Form 10-K filed with the SEC on February [removed: 22, 2023.][added: 20, 2024.]
Net revenues for the year ended December 31, [removed: 2023,] [added: 2024,] increased by [removed: 11.6%,] [added: 3.3%,] or [removed: $378.9] [added: $121.4] million, as compared to the year ended December 31, [removed: 2022,] [added: 2023,] due to the following:
The increase in Net revenues was driven by improved [removed: pricing across our major businesses,] [added: pricing, the impact from] our acquisitions [removed: of] [added: made during] the [removed: Access Technologies and plano businesses] [added: year] and favorable foreign currency exchange rate movements.
These increases were partially offset by lower [removed: volumes and a divestiture in the prior year.][added: volumes.]
For the year ended December 31, [removed: 2023,] [added: 2024,] Cost of goods sold as a percentage of Net revenues decreased to [removed: 56.7%] [added: 55.8%] from [removed: 59.6%,] [added: 56.7%,] as compared to the year ended December 31, [removed: 2022,] [added: 2023,] due to the following:
| Pricing and productivity in excess of inflation and investment spending | | | [removed: (3.8)] [added: (0.8)] | | % |
| Volume / product mix | | | [removed: 0.3] [added: (0.1)] | | % |
| Currency exchange rates | | | [removed: 0.3] [added: (0.1)] | | % |
| [removed: Restructuring /] [added: Restructuring/] integration / acquisition expenses | | | [added: (1.7) | | | | | |] (0.2) | | % |
Cost of goods sold as a percentage of Net revenues decreased primarily due to [removed: the] pricing and [removed: productivity improvements,] [added: productivity,] which exceeded the impacts from inflation and investment spending, [removed: and lower restructuring] [added: favorable product mix] and [removed: acquisition costs year-over-][added: favorable foreign currency exchange rate movements.]
These [removed: decreases] [added: increases] were partially offset by [removed: unfavorable product mix,] [added: slightly] lower [removed: gross margins associated with our acquired Access Technologies business] [added: volumes] and unfavorable foreign currency exchange rate movements.
For the year ended December 31, [removed: 2023,] [added: 2024,] Selling and administrative expenses as a percentage of Net revenues [removed: increased] [added: decreased] to [removed: 23.7%] [added: 23.5%] from [removed: 22.5%,] [added: 23.7%,] as compared to the year ended December 31, [removed: 2022,] [added: 2023,] due to the following:
| [removed: Inflation] [added: Pricing and productivity] in excess of [removed: productivity] [added: inflation] and investment spending | | | [added: 44.5 | | | | | |] 0.7 | | % |
In 2024, we delivered low-single-digit revenue growth in both our Allegion Americas and Allegion International segments, as well as operating margin expansion and strong cash flows from operations.
We continued to execute our strategy of balanced capital allocation, evidenced by our acquisition activity, dividends paid and shares repurchased throughout the year.
Within our Allegion Americas segment, both the non-residential and residential businesses grew by a low single-digits percent compared to the prior year.
Our Allegion International segment also grew by a low single-digits percent.
Electronic security products and solutions revenue declined by a low single-digit percent in 2024, as comparisons to the prior year were impacted by supply chain dynamics.
Global Trade and Macroeconomic Environment
In February 2025, the US government announced tariffs on imports from Mexico, Canada and China, countries from which we manufacture and/or import products and components.
Subsequently, the tariffs on imports from Mexico and Canada were paused.
We are evaluating the potential impact of these actions and considering what, if any, steps, including pricing actions, we take to mitigate the impact of the tariffs.
On February 1, 2024, we, through our subsidiaries, acquired 100% of Boss Door Controls, a door solutions provider in the United Kingdom.
Boss Door Controls is reported in the Allegion International segment.
On March 4, 2024, we, through our subsidiaries, acquired 100% of Montajes electronicos Dorcas S.L. ("Dorcas"), a manufacturer of electromechanical access control solutions based in Spain.
Dorcas is reported in the Allegion International segment.
On June 3, 2024, we, through our subsidiaries, acquired 100% of Krieger Specialty Products, LLC ("Krieger"), a manufacturer of high-performance special purpose doors and windows based in the United States.
Krieger is reported in the Company's Allegion Americas segment.
On June 10, 2024, we, through our subsidiaries, acquired 100% of Unicel Architectural Corp. ("Unicel"), a manufacturer of advanced glass, timber and aluminum building solutions based in Canada.
Unicel is reported in the Company's Allegion Americas segment.
On October 18, 2024, we, through its subsidiaries, acquired 100% of SOSS Door Hardware ("SOSS"), a manufacturer of premium hinges and door hardware based primarily in the United States.
SOSS is reported in the Company's Allegion Americas segment.
On January 3, 2023, we, through our subsidiaries, acquired plano.
group ("plano"), a SaaS workforce management solution business based in Germany.
Plano is reported in our Allegion International segment.
On May 20, 2024, we amended and restated our Credit Facilities which, among other things, (i) increased the total commitment on the Revolving Facility from $500.0 million to $750.0 million, (ii) extended the maturity of the Revolving Facility from November 18, 2026 to May 20, 2029, and (iii) transitioned the benchmark interest rate from the Bloomberg Short-Term Bank Yield Index (“BSBY”) to the Secured Overnight Financing Rate (“SOFR”) for the Credit Facilities.
Net proceeds from the 5.600% Senior Notes were used to repay the $400.0 million outstanding on our 3.200% Senior Notes due 2024 (the "3.200% Senior Notes") on October 1, 2024.
We incurred and deferred a total of $7.6 million of discounts and financing costs associated with amending and restating our Credit Facilities and issuing our 5.600% Senior Notes, which is being amortized to Interest expense over their respective terms.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pricing | | | 2.4 | | % |
| Volume | | | (0.3) | | % |
| Acquisitions | | | 1.3 | | % |
| Total | | | 3.3 | | % |
The increase in Net revenues was driven by improved pricing and the impact from acquisitions made during the year.
| Acquisitions | | | 0.1 | | % |
| Total | | | (0.9) | | % |
These decreases were partially offset by the impacts to gross margin associated with our acquired businesses.
| Acquisitions | | | (0.1) | | % |
| Total | | | (0.2) | | % |
Selling and administrative expenses as a percentage of Net revenues decreased due to a year-over-year decrease in restructuring, integration, and acquisition expenses and the beneficial impacts from current and prior year acquisition activity.
These decreases were partially offset by inflation in excess of productivity and investment spending, as well as the unfavorable impact of lower volumes.
| Acquisitions | | | 10.0 | | | | | | — | | % |
| December 31, 2024 | | | $ | 780.7 | | | | | 20.7 | | % |
During 2023, we experienced stable demand for our non-residential products and services in our Allegion Americas segment.
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.
Macroeconomic conditions had a more challenging impact on the demand for our residential products in our Allegion Americas segment which negatively impacted revenues.
Growth in electronic security products and solutions remained strong throughout 2023 and continues to outperform mechanical products.
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.
Acquisition of the Access Technologies business
On July 5, 2022, we completed the acquisition of the Access Technologies business for a purchase price of $915.2 million.
This acquisition was financed by the net proceeds from the issuance of our 5.411% Senior Notes, together with borrowings under the 2021 Revolving Facility.
The Access Technologies business has been integrated into our Allegion Americas segment.
The Access Technologies business is a leading manufacturer, installer and service provider of automatic entrance solutions in North America, primarily in the U.S. and Canada.
Its diversified customer base centers on non-residential settings, including retail, healthcare, education, commercial offices, hospitality and government.
This acquisition helps us create a more comprehensive portfolio of access solutions, with the addition of automated entrance solutions.
Additionally, the Access Technologies business adds an expansive service and support network throughout the U.S. and Canada, broadening our solutions to national, regional and local customers, and complementing our existing strengths in these non-residential markets.
Divestiture of Milre
In September 2022, we sold Milre Systek Co. Ltd. ("Milre") in South Korea for an immaterial amount.
As a result of the sale, we recorded a net loss on divestiture of $7.6 million.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
We incurred and deferred $5.9 million of discounts and financing costs associated with the 5.411% Senior Notes, which 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.
| Loss on divestitures | | | | | | — | | | | | | | | | | | | 7.6 | | | | | | | | | | | | | | | | | | | | |
| Pricing | | | 7.5 | | % |
| Volume | | | (2.3) | | % |
| Acquisitions / divestitures | | | 6.2 | | % |
| Total | | | 11.6 | | % |
Increased pricing was the result of multiple pricing initiatives implemented to help mitigate the impact of inflation.
We will continue to monitor the inflationary pressures to our businesses and address them through pricing initiatives where appropriate.
| Acquisitions / divestitures | | | 0.5 | | % |
| Total | | | (2.9) | | % |
year.
| Acquisitions / divestitures | | | (0.3) | | % |
| Total | | | 1.2 | | % |
Selling and administrative expenses as a percentage of Net revenues increased due to inflation in excess of productivity and investment spending, as well as unfavorable volume leverage and year-over-year increase in acquisition and integration expenses.
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.
| December 31, 2022 | | | $ | 586.4 | | | | | 17.9 | | % |
| Acquisitions/ divestitures | | | 29.7 | | | | | | (0.2) | | % |
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.
Loss on Divestiture
An excerpt. Shown here: 40 of 163 rewritten, 40 of 73 added and 40 of 90 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 FY2024 filing and the FY2023 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
9 rewritten, 1 added, 2 removed, 16 unchanged
Based on the firmly committed currency derivative instruments in place at December 31, [removed: 2023,] [added: 2024,] 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: $2.9] [added: $3.4] million.
We do not have committed commodity derivative instruments in place at December 31, [removed: 2023.][added: 2024.]
Of our total outstanding indebtedness of $2.0 billion as of December 31, [removed: 2023,] [added: 2024,] approximately 89% incurs fixed-rate interest and is therefore not exposed to the risk of rising variable interest rates.
However, outstanding borrowings under the [removed: 2021] Credit Facilities accrue variable rate interest at our option of (i) a [removed: BSBY rate] [added: Secured Overnight Financing Rate ("SOFR")] plus the applicable margin or (ii) a base rate plus the applicable margin.
At December 31, [removed: 2023,] [added: 2024,] the outstanding borrowings of [removed: $225.0] [added: $212.5] million under the [removed: 2021] Credit Facilities accrue interest at [removed: BSBY] [added: SOFR] plus a margin of [removed: 1.125%,] [added: 1.225%,] resulting in an interest rate of [removed: 6.581%.][added: 5.582%.]
We are [removed: also] [added: a lso] exposed to the risk of rising interest rates to the extent that we fund our operations with short-term or variable-rate borrowings.
We have [removed: $18.4] [added: $18.5] million of letters of credit outstanding and unused availability of [removed: $481.6] [added: $731.5] million under the [removed: 2021] Revolving Facility as of December 31, [removed: 2023.][added: 2024.]
A hypothetical increase of 1% in the interest rate on the variable rate borrowings under our [removed: 2021] Credit Facilities would increase our interest expense over the next twelve months by [removed: $2.2] [added: $2.1] million based on the balances outstanding for these borrowings as of December 31, [removed: 2023.][added: 2024.]
If the [removed: BSBY] [added: SOFR] or other applicable base rates of the [removed: 2021] Credit Facilities increase in the future, our Interest expense could increase.
However, an increase in commodity prices could result in lower gross profit.
Applicable variable interest rates increased throughout 2023, resulting in increased Interest expense.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 1. BUSINESS
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Central to our [removed: vision] [added: work] is partnering and developing ecosystems to create [removed: a flawless experience] [added: flawless, seamless access experiences] and enable an uninterrupted and secure flow of people and assets.
We offer an extensive and versatile portfolio of security and access control [added: security] products and solutions across a range of market-leading brands.
Our experts across the globe deliver high-quality [removed: security] 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.
| Allegion Principal Products and Services | | | [removed: | | |]
| [removed: Door controls and systems | | |] Locks, locksets, portable [removed: locks] [added: locks,] and key systems | | |
| [removed: Software-enabled] [added: Electronic security products and] access control [removed: systems | | | Time,] [added: systems, including time,] attendance and workforce productivity [removed: systems] | | |
| [removed: Doors, accessories and other | | |] Services and software | | |
[removed: Access] [added: Security and access] control security products and solutions are critical elements in every building and home.
Moreover, with the [removed: increasing] [added: growing] adoption of [removed: the Internet of Things ("IoT"),] [added: connected hardware and software solutions,] security products – including credentials – are increasingly linked electronically, integrated into [added: access control] software and popular consumer technology platforms and controlled with mobile applications, creating additional functionality and complexity.
- Our consultative approach and expertise, which enables us to develop the most efficient and appropriate building security and access control specifications to fulfill the unique needs of our end-users and their partners, including architects, [added: designers, security consultants,] contractors, homebuilders and engineers;
- Expected growth in global electronic [added: and electromechanical] products and solutions as end-users adopt newer technologies in their facilities and homes;
- The shift to a digital, interconnected and increasingly interoperable [removed: environment.][added: environments that require a strong ecosystem of partners.]
We operate in and report financial results for two segments: Allegion Americas and Allegion International, the latter of which provides security [added: and access control security] products, services and solutions primarily throughout Europe, Asia and Oceania.
][added: Part 1 - V1.15.25.jpg](https://www.sec.gov/Archives/edgar/data/1579241/000157924125000008/alle-20241231_g2.jpg)]
[removed: ![Brands Table 2024] [added: ![Brand table] - [removed: Page] [added: Part] 2 [removed: (002).jpg](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/alle-20231231_g3.jpg)][added: - V1.15.25.jpg](https://www.sec.gov/Archives/edgar/data/1579241/000157924125000008/alle-20241231_g3.jpg)]
Our leading brands include CISA®, Interflex®, LCN®, Schlage®, [removed: SimonsVoss®] [added: SimonsVoss®,] and Von Duprin®.
During the year ended December 31, [removed: 2023,] [added: 2024,] we generated Net revenues of [removed: $3,650.8] [added: $3,772.2] million and Operating income of [removed: $708.4] [added: $780.7] million.
[removed: ][added: ]
- Stanley Access Technologies [removed: ("Access Technologies")] patented the world's first hands-free door operator in 1931.
We have built upon these founding legacies since our entry into the security products market through the acquisition of Schlage, Von Duprin and [removed: LCN in 1974.][added: LCN.]
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 (AI),] [added: intelligence,] video monitoring, machine learning and cybersecurity.
| [removed: Product] [added: Products and Services] | | | | | | Brands | | | | | | Year | | | | | | Innovation | | | [added: | | | | | | | | | | | | | | | | | |]
| [removed: Mechanical] Locks, [removed: Locksets, Portable Locks] [added: locksets, portable locks,] and [removed: Key Systems] [added: key systems] | | | | | | [removed: CISA, Schlage, Legge,] Bricard, [removed: AXA, Kryptonite, Trelock] [added: Legge] | | | | | | [removed: 2021/2022/2023] [added: 2023/2024] | | | | | | [removed: 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. [added: Bricard Bi-Pass key is equipped with an integrated RFID tag, enabling seamless operation of both mechanical and electronic access control devices. Next generation of multi-function mortice locks, 991 Multi-Function Mortice Lock Series (Legge), allows easy conversions and anti-lockout function.] | | | [added: | | | | | | | | | | | | | | | | | |]
| Doors, [removed: Accessories] [added: glass] and [removed: Other] [added: door systems, and accessories] | | | | | | TGP, [removed: AXA] [added: Unicel] | | | | | | [removed: 2021/2022/2023] [added: 2023/2024] | | | | | | [removed: 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). [removed: 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). [added: UL Certification of American Architectural Manufacturers Association (AAMA) 501.8 human impact resistant curtain wall using durable SentryGlas Plus (SGP) laminated glass (Unicel).] | | | [added: | | | | | | | | | | | | | | | | | |]
We expect the security products industry will continue to benefit from favorable trends such as increased concerns about safety and security, [removed: new attention on touchless solutions that help promote a healthy environment] and technology-driven innovation that enables seamless access and a better user experience as people and assets traverse multiple locations and facilities.
Further, we expect continued growth in connected security products and solutions as end-users continue to adopt newer technologies, including [removed: IoT] [added: mobile solutions] and [removed: AI,] [added: artificial intelligence,] in their facilities and single and multi-family homes.
As we move into more technologically advanced product categories, we may also compete against new, more specialized [removed: competitors and technology companies.][added: competitors.]
Our success depends on a variety of factors, including brand and reputation, [added: knowledge and expertise in our industry,] product breadth, innovation, integration with popular technology platforms, quality and delivery capabilities, price and service capabilities.
[removed: Although price often serves as an important customer decision point, we also] [added: We] compete based on the breadth, innovation and quality of our products and solutions, [added: pricing,] our ability to custom-configure solutions to meet individual end-user requirements and our global supply chain.
[removed: - *Locks,] [added: *•Locks,] locksets, portable [removed: locks] [added: locks,] and key systems*: A broad array of cylindrical, tubular and [removed: mortise] [added: mortice] door locksets, security levers and master key systems that are used to protect and control access and a range of portable security products, including bicycle, small vehicle and travel locks; [added: and]
- *Electronic security products and access control [removed: systems*:] [added: systems, including time, attendance and workforce productivity*:] A broad range of [removed: electrified] [added: electronic] locks, [removed: electrified] [added: electronic] door closers and exit devices, access control products and systems, credentials and credential readers and accessories, including [removed: IoT,] Bluetooth Low Energy, Power over Ethernet and cloud-based [removed: solutions;][added: solutions, including products designed to help business customers manage and monitor workforce access, attendance and employee scheduling;]
- *Door [removed: controls and systems] [added: controls, door control systems,] and exit devices*: An extensive portfolio of life-safety products and solutions generally installed on fire doors and facility entrances and exits.
- *Doors, [removed: accessories] [added: glass] and [removed: other*:] [added: door systems, and accessories*:] A portfolio of hollow [removed: metal,] [added: metal doors and frames,] glass and specialty [removed: doors,] [added: door systems,] as well as a variety of additional security products and components, including hinges, door pulls, door stops, bike lights, louvers, weather stripping, thresholds and other accessories, as well as certain bathroom fittings and accessibility aids; [removed: and]
- *Services and software*: Our [added: Stanley] Access Technologies business offers extensive planned inspection, maintenance and repair services for its automatic entrance solutions throughout the U.S. and Canada.
Additionally, we offer software as a service ("SaaS") offerings throughout the U.S. and internationally, including access control, [removed: IoT] [added: platform] integration and workforce management solutions through our Interflex business.
Through a few of our businesses, most notably [removed: our] [added: Stanley] Access [removed: Technologies business,] [added: Technologies,] Interflex and our Global Portable Security brands, we also provide products and services directly to end-users.
Our 10 largest customers represented approximately [removed: 25%] [added: 27%] of our total Net revenues in [removed: 2023.][added: 2024.]
No single customer represented 10% or more of our total Net revenues in [removed: 2023.][added: 2024.]
We operate [removed: 31] [added: 34] principal production and assembly facilities – [removed: 18] [added: 21] in our Allegion Americas segment and 13 in our Allegion International segment.
We operate through a broad network of sales offices, engineering centers, [removed: 31] [added: 34] principal production and assembly facilities and several distribution centers throughout the world.
We pioneer safety and security to create a safer and more accessible world.
| | | |
| --- | --- | --- |
| Door controls, door control systems, and exit devices | | |
| Doors, glass and door systems, and accessories | | |
- Increased focus and adoption of mobile technology; and
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Door controls, door control systems, and exit devices | | | | | | CISA, Stanley Access Technologies, Von Duprin | | | | | | 2023/2024 | | | | | | CISA Multitop Matic Exit, a secondary lock for single and double leaf aluminum and iron panic doors, brings to market the only "Made in Italy" counter-lock featuring a long faceplate. Enables the automatic and secure locking of the main leaf against the door jam. Stanley Access Technologies new automatic door/window solution for increased efficiencies for drive-through restaurants (DuraGlide DT). Telescopic manual and automatic version of ICU doors, providing the biggest clear door opening in the industry, proprietary handle design and the slimmest header (ProCare 8500). More energy-efficient and robust hurricane-rated sliding doors (DuraStorm Class E). Von Duprin 70 series delivering both performance and value at a medium price point and is ideal for heavy duty warehouse, industrial, office, multifamily, retail and hospitality applications. | | | | | | | | | | | | | | | | | | | | |
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| Products and Services | | | | | | Brands | | | | | | Year | | | | | | Innovation | | | | | | | | | | | | | | | | | | | | |
| Electronic security products and access control systems, including time, attendance, and workforce productivity | | | | | | Gainsborough,Schlage, SimonsVoss, | | | | | | 2023/2024 | | | | | | Schlage XE360 series electronic lock is the next generation wireless lock from Schlage, designed specifically for multifamily properties. It delivers innovation, intelligence and reliability wrapped in a modern, sleek design for a variety of lock applications (mortice, tubular and exit device). Schlage, in collaboration with Airbnb, was the first to launch the “airkey” integration, connecting Schlage smart locks and Airbnb accounts for easy guest check-ins. Schlage Encode Smart WiFi Lever is for use in doors without a deadbolt; connects to home WiFi and pairs with the Schlage app. Gainsborough Freestyle Trilock now has built-in Wi-Fi, no longer needing a separate bridge to communicate to the router. The latest version of this residential product includes Matter over Thread - the first smart lock in Australia to feature this technology. 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). SimonsVoss AX2Go, a BLE-based mobile app for iOS and Android, supporting the same user experience, regardless the OS of the smartphone. Users can place unlocked smartphone on the lock and the app will send the needed data in the background. SimonsVoss PinCode keypad AX, a BLE-based pincode keypad suitable for communication with SimonsVoss based AX products, with a range up to 1.5 meters. | | | | | | | | | | | | | | | | | | | | |
| Services and software | | | | | | SimonsVoss, Zentra | | | | | | 2023/2024 | | | | | | SimonsVoss AXM Plus Software, first on-premise software variant with an optional cloud con nection, to give customers the opportunity to deploy mobile credentials in a virtual networked environment. Multifamily access control solution providing a turnkey, simple, secure and smart offering of software and integrated hardware covering all access needs for the building (Zentra). | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Irving, Texas | | | | | | Monsampolo, Italy | | |
| Jurong, Singapore | | | | | | Osterfeld, Germany | | |
| Longueuil, Canada | | | | | | Renchen, Germany | | |
| McKenzie, Tennessee | | | | | | Valencia, Spain | | |
| Mississauga, Canada | | | | | | Veenendaal, Netherlands | | |
| Perrysburg, Ohio | | | | | | Zawiercie, Poland | | |
| Pico Rivera, California | | | | | | | | |
Our research and development resources are managed globally to permit leveraging of innovative technologies and product platforms across businesses as well as to optimize development cost and resource efficiency.
As a testament to this, Allegion received the 2024 Gallup Exceptional Workplace Award.
This award recognizes the most engaged workplace cultures in the world.
As of December 31, 2024, we had approximately 14,400 employees worldwide.
*Culture and Engagement*
We continously work to promote and protect the health and safety of our environment, associates, customers, contractors and members of our local communities worldwide.
- Implementing measures to enhance internal and external stakeholder awareness of our environmental management policy and its impacts;
We create peace of mind by pioneering safety and security with a vision of enabling seamless access and a safer world.
Seamless access allows authorized, automated and safe passage and movement through spaces and places in the most efficient and frictionless manner possible.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| Exit devices | | | Electronic security products | | |
Seamless access capitalizes on the ability for multiple products and brands to work in tandem, allowing people and assets to move efficiently and safely by adapting access rights for various settings or use cases.
These solutions can also provide insights on usage and traffic patterns to boost efficiency, improve hygiene of high-traffic areas and improve visitor, staff and tenant experiences.
- Increased focus on touchless solutions that help promote a healthy environment; and
[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.
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| 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). | | |
| Electronic and Electrified Door Controls and Systems and Exit Devices | | | | | | Von Duprin, LCN, CISA, Stanley Access Technologies | | | | | | 2021/2022/2023 | | | | | | Security indicator (Von Duprin) for visual verification and lockdown. The -2SI security indicator provides at-a-glance verification of door status from inside the room. Also available as a retrofit conversion kit for existing 98/99 Series exit devices. 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. NA new automatic door/window solution for increased efficiencies for drive through restaurants (Stanley Access Technologies DuraGlide DT). Telescopic manual and automatic version of ICU doors providing the biggest clear door opening in the industry, proprietary handle design and the slimmest header (ProCare 8500). | | |
- *Time, attendance and workforce productivity systems*: These products are designed to help business customers manage and monitor workforce access, attendance and employee scheduling;
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.
See "Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations" for a more detailed discussion of these trends and challenges.
| Irving, Texas | | | | | | Jinshan, China | | |
| McKenzie, Tennessee | | | | | | Monsampolo, Italy | | |
| Mississauga, Ontario | | | | | | Osterfeld, Germany | | |
| Perrysburg, Ohio | | | | | | Renchen, Germany | | |
Our research and development team is managed as a global, collaborative group to identify and develop new technologies and worldwide product platforms.
As of December 31, 2023, we had approximately 12,400 employees worldwide, of which approximately 12,200 are full-time employees.
*Engagement and Diversity, Equity and Inclusion ("DEI")*
The efforts of Allegion’s DEI Steering Committee, our ELT and our employee resource groups, are driving expectations and accountability while creating role models and change champions.
Our DEI strategy has three core pillars:
- *Learn & listen deeply:* Learn to recognize biases and mitigate them.
Seek to first understand an individual's perspective rather than respond or act;
- *Unite widely:* Create a workplace where all employees feel welcomed, respected and valued, enabling customers to more easily connect with our brands through our people; and
- *Take action:* Identify the unique things that impact our organization, our communities and our industry.
We continue to adapt to changing health conditions at a local level and support a wide range of health and safety measures, including encouraging preventative health measures such as COVID-19 and influenza vaccines and booster shots.
We have a dedicated environmental program designed to reduce the utilization and generation of hazardous materials during the manufacturing process and to remediate any identified environmental concerns.
An excerpt. Shown here: 40 of 61 rewritten, all 29 added and all 35 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2024 filing and the FY2023 filing.
Cover and table of contents
35 rewritten, 6 added, 4 removed, 120 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
[removed: ][added: ]
[added: |] Block D [added: | | | | | | | | |]
[added: |] Iveagh Court [added: | | | | | | | | |]
[added: |] Harcourt Road [added: | | | | | | | | |]
[removed: Dublin 2, D02 VH94, Ireland][added: | Ireland | | | | | | D02 VH9 | | |]
[removed: (Address] [added: | *(Address] of principal executive [removed: offices, including zip code)][added: offices)* | | | | | | *(Zip Code)* | | |]
The aggregate market value of our ordinary shares held by non-affiliates on June 30, [removed: 2023] [added: 2024] was approximately [removed: $10.5] [added: $10.3] 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: 14, 2024] [added: 13, 2025] was [removed: 87,554,388.][added: 86,290,351.]
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 [added: 2025] Annual General Meeting of Shareholders [removed: to be held June 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](#i53619b9775404261a3af9c7718bfb9a5_16)] [added: [Business](#i7862808e63ec4b6aaecfc8883981303b_16)] | | | [removed: [4](#i53619b9775404261a3af9c7718bfb9a5_16)] [added: [4](#i7862808e63ec4b6aaecfc8883981303b_16)] | | |
| | | | Item 1A. | | | [Risk [removed: Factors](#i53619b9775404261a3af9c7718bfb9a5_19)] [added: Factors](#i7862808e63ec4b6aaecfc8883981303b_19)] | | | [removed: [15](#i53619b9775404261a3af9c7718bfb9a5_19)] [added: [15](#i7862808e63ec4b6aaecfc8883981303b_19)] | | |
| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i53619b9775404261a3af9c7718bfb9a5_22)] [added: Comments](#i7862808e63ec4b6aaecfc8883981303b_22)] | | | [removed: [26](#i53619b9775404261a3af9c7718bfb9a5_22)] [added: [25](#i7862808e63ec4b6aaecfc8883981303b_22)] | | |
| | | | Item 2. | | | [removed: [Properties](#i53619b9775404261a3af9c7718bfb9a5_25)] [added: [Properties](#i7862808e63ec4b6aaecfc8883981303b_28)] | | | [removed: [27](#i53619b9775404261a3af9c7718bfb9a5_25)] [added: [27](#i7862808e63ec4b6aaecfc8883981303b_28)] | | |
| | | | Item 3. | | | [Legal [removed: Proceedings](#i53619b9775404261a3af9c7718bfb9a5_28)] [added: Proceedings](#i7862808e63ec4b6aaecfc8883981303b_31)] | | | [removed: [27](#i53619b9775404261a3af9c7718bfb9a5_28)] [added: [27](#i7862808e63ec4b6aaecfc8883981303b_31)] | | |
| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i53619b9775404261a3af9c7718bfb9a5_31)] [added: Disclosures](#i7862808e63ec4b6aaecfc8883981303b_34)] | | | [removed: [27](#i53619b9775404261a3af9c7718bfb9a5_31)] [added: [27](#i7862808e63ec4b6aaecfc8883981303b_34)] | | |
| Part II | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i53619b9775404261a3af9c7718bfb9a5_37)] [added: Securities](#i7862808e63ec4b6aaecfc8883981303b_40)] | | | [removed: [28](#i53619b9775404261a3af9c7718bfb9a5_37)] [added: [28](#i7862808e63ec4b6aaecfc8883981303b_40)] | | |
| | | | Item 6. | | | [removed: [\[Reserved\]](#i53619b9775404261a3af9c7718bfb9a5_40)] [added: [\[Reserved\]](#i7862808e63ec4b6aaecfc8883981303b_43)] | | | [removed: [29](#i53619b9775404261a3af9c7718bfb9a5_40)] [added: [29](#i7862808e63ec4b6aaecfc8883981303b_43)] | | |
| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i53619b9775404261a3af9c7718bfb9a5_43)] [added: Operations](#i7862808e63ec4b6aaecfc8883981303b_46)] | | | [removed: [30](#i53619b9775404261a3af9c7718bfb9a5_43)] [added: [30](#i7862808e63ec4b6aaecfc8883981303b_46)] | | |
| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i53619b9775404261a3af9c7718bfb9a5_58)] [added: Risk](#i7862808e63ec4b6aaecfc8883981303b_61)] | | | [removed: [43](#i53619b9775404261a3af9c7718bfb9a5_58)] [added: [42](#i7862808e63ec4b6aaecfc8883981303b_61)] | | |
| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i53619b9775404261a3af9c7718bfb9a5_61)] [added: Data](#i7862808e63ec4b6aaecfc8883981303b_64)] | | | [removed: [44](#i53619b9775404261a3af9c7718bfb9a5_61)] [added: [43](#i7862808e63ec4b6aaecfc8883981303b_64)] | | |
| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i53619b9775404261a3af9c7718bfb9a5_64)] [added: Disclosure](#i7862808e63ec4b6aaecfc8883981303b_67)] | | | [removed: [44](#i53619b9775404261a3af9c7718bfb9a5_64)] [added: [43](#i7862808e63ec4b6aaecfc8883981303b_67)] | | |
| | | | Item 9A. | | | [Controls and [removed: Procedures](#i53619b9775404261a3af9c7718bfb9a5_67)] [added: Procedures](#i7862808e63ec4b6aaecfc8883981303b_70)] | | | [removed: [44](#i53619b9775404261a3af9c7718bfb9a5_67)] [added: [43](#i7862808e63ec4b6aaecfc8883981303b_70)] | | |
| | | | Item 9B. | | | [Other [removed: Information](#i53619b9775404261a3af9c7718bfb9a5_70)] [added: Information](#i7862808e63ec4b6aaecfc8883981303b_73)] | | | [removed: [45](#i53619b9775404261a3af9c7718bfb9a5_70)] [added: [44](#i7862808e63ec4b6aaecfc8883981303b_73)] | | |
| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i53619b9775404261a3af9c7718bfb9a5_73)] [added: Inspections](#i7862808e63ec4b6aaecfc8883981303b_76)] | | | [removed: [45](#i53619b9775404261a3af9c7718bfb9a5_73)] [added: [44](#i7862808e63ec4b6aaecfc8883981303b_76)] | | |
| Part III | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i53619b9775404261a3af9c7718bfb9a5_79)] [added: Governance](#i7862808e63ec4b6aaecfc8883981303b_82)] | | | [removed: [46](#i53619b9775404261a3af9c7718bfb9a5_79)] [added: [45](#i7862808e63ec4b6aaecfc8883981303b_82)] | | |
| | | | Item 11. | | | [Executive [removed: Compensation](#i53619b9775404261a3af9c7718bfb9a5_82)] [added: Compensation](#i7862808e63ec4b6aaecfc8883981303b_85)] | | | [removed: [46](#i53619b9775404261a3af9c7718bfb9a5_82)] [added: [45](#i7862808e63ec4b6aaecfc8883981303b_85)] | | |
| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i53619b9775404261a3af9c7718bfb9a5_85)] [added: Matters](#i7862808e63ec4b6aaecfc8883981303b_88)] | | | [removed: [46](#i53619b9775404261a3af9c7718bfb9a5_85)] [added: [45](#i7862808e63ec4b6aaecfc8883981303b_88)] | | |
| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i53619b9775404261a3af9c7718bfb9a5_88)] [added: Independence](#i7862808e63ec4b6aaecfc8883981303b_91)] | | | [removed: [46](#i53619b9775404261a3af9c7718bfb9a5_88)] [added: [45](#i7862808e63ec4b6aaecfc8883981303b_91)] | | |
| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i53619b9775404261a3af9c7718bfb9a5_91)] [added: Services](#i7862808e63ec4b6aaecfc8883981303b_94)] | | | [removed: [46](#i53619b9775404261a3af9c7718bfb9a5_91)] [added: [45](#i7862808e63ec4b6aaecfc8883981303b_94)] | | |
| Part IV | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i53619b9775404261a3af9c7718bfb9a5_97)] [added: Schedules](#i7862808e63ec4b6aaecfc8883981303b_100)] | | | [removed: [47](#i53619b9775404261a3af9c7718bfb9a5_97)] [added: [46](#i7862808e63ec4b6aaecfc8883981303b_100)] | | |
| | | | Item 16. | | | [Form 10-K [removed: Summary](#i53619b9775404261a3af9c7718bfb9a5_103)] [added: Summary](#i7862808e63ec4b6aaecfc8883981303b_106)] | | | [removed: [51](#i53619b9775404261a3af9c7718bfb9a5_103)] [added: [50](#i7862808e63ec4b6aaecfc8883981303b_106)] | | |
- increased prices and [removed: inflation;][added: inflationary pressures;]
- volatility and uncertainty in the political, economic and regulatory environments in which we operate, including [added: new or increased tariffs,] changes to trade agreements, sanctions, import and export regulations, custom duties and applicable tax regulations and interpretations, social and political unrest, instability, national and international conflict, terrorist acts and other geographical disputes and uncertainties;
- global climate change or other unexpected events, including global health [removed: crises, such as COVID-19;][added: crises;]
| Dublin | | | | | | | | |
| | | | | | | | | |
For the Fiscal Year Ended December 31, 2024
| | | | Item 1C. | | | [Cybersecurity](#i7862808e63ec4b6aaecfc8883981303b_25) | | | [26](#i7862808e63ec4b6aaecfc8883981303b_25) | | |
| | | | [Signatures](#i7862808e63ec4b6aaecfc8883981303b_109) | | | | | | [50](#i7862808e63ec4b6aaecfc8883981303b_109) | | |
- global macroeconomic factors;
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
| | | | Item 1C. | | | [C](#i53619b9775404261a3af9c7718bfb9a5_1623)[ybersecurity](#i53619b9775404261a3af9c7718bfb9a5_1623) | | | [26](#i53619b9775404261a3af9c7718bfb9a5_1623) | | |
| | | | [Signatures](#i53619b9775404261a3af9c7718bfb9a5_106) | | | | | | [51](#i53619b9775404261a3af9c7718bfb9a5_106) | | |
- ongoing macroeconomic challenges and continued economic instability;
Item 1C. CYBERSECURITY
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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 [removed: systems”,] [added: 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 [removed: results”,] [added: results,”] and “Disruptions or breaches of our information systems could adversely affect us.”
The Board of Directors [added: (the "Board")] has established oversight mechanisms designed to ensure effective governance in managing risks associated with cybersecurity threats.
The Board receives updates from the CISO and management at [removed: its] [added: least] quarterly [added: at] board [removed: meeting,] [added: meetings,] 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.
Specifically, the CISO is responsible for the prevention, mitigation, [removed: detection,] [added: detection] and remediation of cybersecurity incidents.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 2. PROPERTIES
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We operate through a broad network of sales offices, engineering centers, [removed: 31] [added: 34] principal production and assembly facilities and several distribution centers throughout the world.
Our active properties represent about [removed: 7.6] [added: 7.7] million square feet, of which approximately [removed: 48%] [added: 44%] is leased.
Item 4. MINE SAFETY DISCLOSURES
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[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
11 rewritten, 10 added, 10 removed, 14 unchanged
As of February [removed: 14, 2024,] [added: 13, 2025,] the number of record holders of ordinary shares was [removed: 1,920.][added: 1,750.]
Our Board of Directors declared dividends of [removed: $0.45] [added: $0.48] per ordinary share on February [removed: 9, 2023,] [added: 7, 2024,] April [removed: 13, 2023,] [added: 11, 2024,] September [removed: 7, 2023] [added: 5, 2024] and December [removed: 7, 2023.][added: 5, 2024.]
On February [removed: 7, 2024,] [added: 6, 2025,] our Board of Directors declared a dividend of [removed: $0.48] [added: $0.51] per ordinary share payable on March [removed: 29, 2024,] [added: 31, 2025,] to shareholders of record on March [removed: 15, 2024.][added: 14, 2025.]
We paid a total of [removed: $158.7] [added: $167.0] million in cash for dividends to ordinary shareholders during the year ended December 31, [removed: 2023.][added: 2024.]
As of December 31, [removed: 2023,] [added: 2024,] we had distributable reserves of [removed: $3.9] [added: $3.8] billion.
[removed: In February 2020, our] [added: Our] Board of Directors [added: has] approved a share repurchase [removed: authorization] [added: program (the "Share Repurchase Authorization") which authorizes the repurchase] of up to, and including, [removed: $800] [added: $500] million of the [removed: Company’s] [added: Company's] ordinary [removed: shares (the "Share Repurchase Authorization").][added: shares.]
The Share Repurchase Authorization does not have a prescribed expiration [removed: date.][added: date and does not oblige the Company to acquire any particular amount of the Company's ordinary shares.]
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: 2018,] [added: 2019,] 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: 2023.][added: 2024.]
[removed: ][added: ]
| | | | December 31, [removed: 2018 | | | December 31,] 2019 | | | December 31, 2020 | | | December 31, 2021 | | | December 31, 2022 | | | December 31, 2023 | | | [added: December 31, 2024 | | |]
| October 1 - October 31 | | | | | | 48 | | | | | | $ | 140.64 | | | | | 48 | | | | | | $ | 333,301 | |
| November 1 - November 30 | | | | | | 307 | | | | | | 140.83 | | | | | | 307 | | | | | | 290,024 | | |
| December 1 - December 31 | | | | | | 361 | | | | | | 138.56 | | | | | | 361 | | | | | | 240,024 | | |
| Total | | | | | | 716 | | | | | | $ | 139.66 | | | | | 716 | | | | | | $ | 240,024 | |
Share repurchases may be made from time to time in open market, accelerated stock repurchase or privately negotiated transactions, including pursuant to one or more Rule 10b5-1 trading plans.
The timing and manner of any share repurchase and the actual number of ordinary shares repurchased will be determined at the discretion of management based on a variety of factors, including, among others, the Company’s stock price, corporate and regulatory requirements, and other general market and economic conditions.
The Board of Directors may suspend, modify or terminate the repurchase program at any time without prior notice.
| Allegion plc | | | 100.00 | | | 94.61 | | | 108.85 | | | 87.90 | | | 107.51 | | | 112.54 | | |
| S&P 500 | | | 100.00 | | | 118.40 | | | 152.39 | | | 124.79 | | | 157.59 | | | 197.02 | | |
| S&P 400 Capital Goods | | | 100.00 | | | 119.84 | | | 153.00 | | | 137.67 | | | 189.57 | | | 218.59 | | |
| 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.
Based on market conditions, share repurchases may be made from time to time in the open market at the discretion of management.
[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 | | |
Item 6. [RESERVED]
0 rewritten, 0 added, 1 removed, 0 unchanged
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
5 rewritten, 0 added, 0 removed, 6 unchanged
(a)The following Consolidated Financial Statements and Financial Statement Schedule and the report thereon of PricewaterhouseCoopers LLP dated February [removed: 20, 2024,] [added: 18, 2025,] 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: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]
For the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021:][added: 2022:]
Schedule II – Valuation and Qualifying Accounts for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 0 added, 1 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 [removed: Securities] Exchange [removed: Act of 1934, as amended (the Exchange Act)),] [added: Act),] as of the end of the period covered by this Annual Report on Form 10-K.
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]
We concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]
There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 9B. OTHER INFORMATION
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During the three months ended December 31, [removed: 2023,] [added: 2024,] 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.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 0 added, 1 removed, 2 unchanged
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 3 added, 1 removed, 1 unchanged
Election of [removed: Directors," "Delinquent Section 16(a) Reports"] [added: Directors"] and "Corporate Governance" in [removed: our] [added: the] Proxy Statement.
The Company has adopted an Insider Trading Policy that restricts transactions in the Company’s securities by its directors, officers, employees, agents, consultants and advisors and their related persons while such persons are in the possession of material non-public information.
The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards.
A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
For information with respect to our executive officers, see the section titled "Corporate Governance" in our Proxy Statement.
Item 11. EXECUTIVE COMPENSATION
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The information required by this item is incorporated herein by reference to the information contained under the headings [added: "Corporate Governance - Compensation of Directors,"] "Compensation Discussion and [removed: Analysis,"] [added: Analysis" and] "Executive Compensation" [removed: and "Compensation and Human Capital Committee Report"] in [removed: our] [added: the] Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
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The information required by this item is incorporated herein by reference to the information contained under the headings "Security Ownership of Certain Beneficial Owners and Management" and [removed: "Equity] [added: "Executive] Compensation [added: - Equity Compensation] Plan Information" [removed: of our] [added: in the] Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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The information required by this item is incorporated herein by reference to the information contained under the headings "Corporate Governance" [removed: and "Certain Relationships and Related Person Transactions" of our] [added: in the] Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 1 added, 1 removed, 1 unchanged
The information required by this item is incorporated herein by reference to the information contained under the [removed: caption "Fees of the Independent Registered Public Accounting Firm" in our Proxy Statement.][added: heading ""Proposal 3.]
Approval of Appointment of Independent Registered Public Accounting Firm and Authorization to Set Independent Registered Public Accounting Firm’s Remuneration for Fiscal 2025–Fees of the Independent Registered Public Accounting Firm" in the Proxy Statement.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
36 rewritten, 5 added, 1 removed, 90 unchanged
| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1579241/000157924116000072/amendedandrestatedmemorand.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924116000072/amendedandrestatedmemorand.htm)] | | | | | | Amended and Restated Memorandum and Articles of Association of Allegion plc. | | | | | | Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on June 13, 2016 (File No. 001-35971). | | |
| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1579241/000119312517300970/d461934dex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1579241/000119312517300970/d461934dex41.htm)] | | | | | | Indenture, dated as of October 2, 2017, among Allegion US Holding Company Inc., Allegion plc and Wells Fargo Bank, National Association. | | | | | | Incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed October 2, 2017 (File No. 001-35971). | | |
| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1579241/000119312517300970/d461934dex42.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1579241/000119312517300970/d461934dex42.htm)] | | | | | | First Supplemental Indenture, dated as of October 2, 2017, among Allegion US Holding Company Inc., Allegion plc and Wells Fargo Bank, National Association. | | | | | | Incorporated by reference to Exhibit 4.2 of the Company's Form 8-K filed October 2, 2017 (File No. 001-35971). | | |
| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1579241/000119312517300970/d461934dex42.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1579241/000119312517300970/d461934dex44.htm)] | | | | | | Form of Global Note representing the [removed: 3.200%] [added: 3.550%] Senior Notes due [removed: 2024.] [added: 2027.] | | | | | | Incorporated by reference to Exhibit [removed: 4.3] [added: 4.5] of the Company's Form 8-K filed October 2, 2017 (included in Exhibit [removed: 4.2)] [added: 4.4)] (File No. 001-35971). | | |
| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1579241/000119312517300970/d461934dex44.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1579241/000119312517300970/d461934dex44.htm)] | | | | | | Second Supplemental Indenture, dated as of October 2, 2017, among Allegion US Holding Company Inc., Allegion plc and Wells Fargo Bank, National Association. | | | | | | Incorporated by reference to Exhibit 4.4 of the Company's Form 8-K filed October 2, 2017 (File No. 001-35971). | | |
| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1579241/000119312517300970/d461934dex44.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1579241/000119312519257441/d794750dex42.htm)] | | | | | | Form of Global Note representing the [removed: 3.550%] [added: 3.500%] Senior Notes due [removed: 2027.] [added: 2029.] | | | | | | Incorporated by reference to Exhibit [removed: 4.5] [added: 4.3] of the Company's Form 8-K filed [removed: October 2, 2017] [added: September 27, 2019] (included in Exhibit [removed: 4.4)] [added: 4.2)] (File No. 001-35971). | | |
| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1579241/000119312519257441/d794750dex42.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1579241/000119312519257441/d794750dex42.htm)] | | | | | | Third Supplemental Indenture, dated as of September 27, 2019, among Allegion plc, Allegion US Holding Company Inc. and Wells Fargo Bank, National Association. | | | | | | Incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed September 27, 2019 (File No. 001-35971). | | |
| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/1579241/000119312519257441/d794750dex42.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1579241/000119312522178761/d330714dex42.htm)] | | | | | | Form of Global Note representing the [removed: 3.500%] [added: 5.411%] Senior Notes due [removed: 2029.] [added: 2032.] | | | | | | Incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed [removed: September 27, 2019 (included] [added: June 22,2022 included] in Exhibit 4.2) (File No. 001-35971). | | |
| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1579241/000119312522178761/d330714dex42.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/1579241/000119312522178761/d330714dex42.htm)] | | | | | | Fourth Supplemental Indenture, dated as of June 22, 2022, among Allegion plc, Allegion US Holding Company Inc., and Computershare Trust Company, N.A. as successor to Wells Fargo Bank National Association. | | | | | | Incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed June 22, 2022 (File No. 001-35971). | | |
| [removed: [4.9](https://www.sec.gov/Archives/edgar/data/1579241/000119312522178761/d330714dex42.htm)] [added: [4.11](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001579241/000119312524149166/d834567d8k.htm)] | | | | | | Form of Global Note representing the [removed: 5.411%] [added: 5.600%] Senior Notes due [removed: 2032.] [added: 2034.] | | | | | | Incorporated by reference to Exhibit 4.3 of the [removed: Company's] [added: Company’s] Form 8-K filed [removed: June 22,2022 included in Exhibit 4.2)] [added: May 29, 2024] (File No. 001-35971). | | |
| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit48descriptionof.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/1579241/000157924120000013/exhibit48descriptionof.htm)] | | | | | | Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. | | | | | | Incorporated by reference to Exhibit 4.8 of the Company’s Form 10-K filed with the SEC on February 18, 2020 (File No. 001-35971). | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1579241/000157924119000006/exhibit101formofseparation.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924119000006/exhibit101formofseparation.htm)] | | | | | | Form of Separation Agreement and Release. * | | | | | | Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-K filed with the SEC on February 19, 2019 (File No. 001-35971). | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000031/exhibit101taxmattersagreem.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1579241/000157924113000031/exhibit101taxmattersagreem.htm)] | | | | | | Tax Matters Agreement between Ingersoll-Rand plc and Allegion plc. | | | | | | Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on December 2, 2013 (File No. 001-35971). | | |
| [10.3](https://www.sec.gov/Archives/edgar/data/1579241/000119312521333834/d187030dex101.htm) | | | | | | [added: Amended and Restated] Credit Agreement, dated as of [removed: November 18, 2021.] [added: May 20, 2024.] | | | | | | Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed [removed: November 18, 2021] [added: May 20, 2024] (File No. 001-35971). | | |
| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a106executivedeferredcompe.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a106executivedeferredcompe.htm)] | | | | | | Executive Deferred Compensation Plan. * | | | | | | Incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | | |
| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a108electedofficerssupplem.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a108electedofficerssupplem.htm)] | | | | | | Elected Officer Supplemental Program. * | | | | | | Incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | | |
| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a109keymanagementsupplemen.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a109keymanagementsupplemen.htm)] | | | | | | Key Management Supplemental Program. * | | | | | | Incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | | |
| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1010supplementalpensionpl.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1010supplementalpensionpl.htm)] | | | | | | Supplemental Pension Plan. * | | | | | | Incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | | |
| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1011seniorexecutiveperfor.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1011seniorexecutiveperfor.htm)] | | | | | | Senior Executive Performance Plan. * | | | | | | Incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | | |
| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1579241/000157924117000009/exhibit10150jeffreybraunof.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1579241/000157924117000009/exhibit10150jeffreybraunof.htm)] | | | | | | [removed: Jeffrey N. Braun] [added: Robert C. Martens] Offer Letter, dated [removed: June 13, 2014.] [added: December 9, 2019.] * | | | | | | Incorporated by reference to Exhibit 10.15 of the Company's Form [removed: 10-K] [added: 10-Q] filed with the SEC on [removed: February 17, 2017] [added: April 25, 2024] (File No. 001-35971). | | |
| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1021formofallegionplcdeed.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1021formofallegionplcdeed.htm)] | | | | | | Form of Allegion plc Deed Poll Indemnity. | | | | | | Incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | | |
| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1022formofallegionusholdi.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1022formofallegionusholdi.htm)] | | | | | | Form of Allegion US Holding Company, Inc. Deed Poll Indemnity. | | | | | | Incorporated by reference to Exhibit 10.22 of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | | |
| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1023formofallegionirishho.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/1579241/000157924113000015/a1023formofallegionirishho.htm)] | | | | | | Form of Allegion Irish Holding Company Limited Deed Poll Indemnity. | | | | | | Incorporated by reference to Exhibit 10.23 of the Company’s Registration Statement on Form 10 filed with the SEC on June 17, 2013, as amended (File No. 001-35971). | | |
| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/1579241/000157924114000007/exhibit101annualincentivep.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/1579241/000157924114000007/exhibit101annualincentivep.htm)] | | | | | | Annual Incentive Plan. * | | | | | | Incorporated by reference to Exhibit 10.1 of the Company's Form 10-K filed with the SEC on March 10, 2014 (File No. 001-35971). | | |
| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/1579241/000157924114000007/exhibit102changeinctrlseve.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/1579241/000157924114000007/exhibit102changeinctrlseve.htm)] | | | | | | Change in Control Severance Plan. * | | | | | | Incorporated by reference to Exhibit 10.2 of the Company's Form 10-K filed with the SEC on March 10, 2014 (File No. 001-35971). | | |
| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit1021-globalrsuaward.htm)] [added: [10.21](https://www.sec.gov/ix?doc=/Archives/edgar/data/1579241/000157924124000006/alle-20231231.htm)] | | | | | | Form of Global Restricted Stock Unit Award Agreement. * | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 10.21 of the Company's Form 10-K filed with the SEC on February 20, 2024 (File No. 001-35971).] | | |
| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit1022-globalstockopt.htm)] [added: [10.22](https://www.sec.gov/ix?doc=/Archives/edgar/data/1579241/000157924124000006/alle-20231231.htm)] | | | | | | Form of Global Stock Option Award Agreement. * | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 10.21 of the Company's Form 10-K filed with the SEC on February 20, 2024 (File No. 001-35971).] | | |
| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit1023-globalpsuagree.htm)] [added: [10.23](https://www.sec.gov/ix?doc=/Archives/edgar/data/1579241/000157924124000006/alle-20231231.htm)] | | | | | | Form of Global Performance Stock Unit Award Agreement. * | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 10.21 of the Company's Form 10-K filed with the SEC on February 20, 2024 (File No. 001-35971).] | | |
| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/1579241/000157924115000033/exhibit101simonsvosssharep.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/1579241/000157924115000033/exhibit101simonsvosssharep.htm)] | | | | | | Share Purchase Agreement dated June 26, 2015 between SimonsVoss Luxco S.à r.l., SimonsVoss Co-Invest GmbH & Co. KG, Mr Frank Rövekamp and Allegion Luxembourg Holding & Financing S.à r.l. | | | | | | Incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filed with the SEC on July 30, 2015 (File No. 001-35971). | | |
| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit211-subsidiarieslis.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924125000008/exhibit211-subsidiarieslis.htm)] | | | | | | List of subsidiaries of Allegion plc. | | | | | | Filed herewith. | | |
| [removed: [22](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit22-subsidiaryguaran.htm)] [added: [22](https://www.sec.gov/Archives/edgar/data/1579241/000157924125000008/exhibit22-subsidiaryguaran.htm)] | | | | | | Subsidiary Guarantors and Issuers of Guaranteed Securities | | | | | | Filed herewith. | | |
| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit231-2023consentofin.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924125000008/exhibit231-2024consentofin.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm. | | | | | | Filed herewith. | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit311-2023ceocertific.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924125000008/exhibit311-2024ceocertific.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/1579241/000157924124000006/exhibit312-2023cfocertific.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1579241/000157924125000008/exhibit312-2024cfocertific.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/1579241/000157924124000006/exhibit321-2023ceocfo906ce.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924125000008/exhibit321-2024ceocfo906ce.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. | | | | | | Filed herewith. | | |
| [97](https://www.sec.gov/Archives/edgar/data/1579241/000157924124000006/exhibit97-rule10dx1clawbac.htm) | | | | | | SEC Rule 10D-1 Clawback [removed: Policy*.] [added: Policy.] | | | | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 97 of the Company's Form 10-K filed with the SEC on February 20, 2024 (File No. 001-35971).] | | |
| [4.9](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001579241/000119312524149166/d834567d8k.htm) | | | | | | Indenture, dated as of May 29, 2024, among Allegion US Holding Company Inc., Allegion plc, and U.S, Bank Trust Company, National Association. | | | | | | Incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed May 29, 2024 (File No. 001-35971). | | |
| [4.1](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001579241/000119312524149166/d834567d8k.htm)[0](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001579241/000119312524149166/d834567d8k.htm) | | | | | | First Supplemental Indenture, dated as of May 29, 2024, among Allegion plc, Allegion US Holding Company Inc. and U.S, Bank Trust Company, National Association. | | | | | | Incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed May 29, 2024 (File No. 001-35971). | | |
| [19.1](https://www.sec.gov/Archives/edgar/data/1579241/000157924125000008/exhibit191-insidertradingp.htm) | | | | | | Insider Trading Policy | | | | | | Filed herewith. | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
Item 16. FORM 10-K SUMMARY
509 rewritten, 161 added, 114 removed, 850 unchanged
| Date: | | | | | | February [removed: 20, 2024] [added: 18, 2025] | | |
| /s/ John H. Stone | | | | | | President and Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 20, 2024] [added: 18, 2025] | | |
| /s/ Michael J. Wagnes | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 20, 2024] [added: 18, 2025] | | |
| /s/ Nickolas A. Musial | | | | | | Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 20, 2024] [added: 18, 2025] | | |
| /s/ Kirk S. Hachigian | | | | | | [removed: Chairman of the Board and] Director | | | | | | February [removed: 20, 2024] [added: 18, 2025] | | |
| /s/ Nicole Parent Haughey | | | | | | Director | | | | | | February [removed: 20, 2024] [added: 18, 2025] | | |
| /s/ Susan L. Main | | | | | | Director | | | | | | February [removed: 20, 2024] [added: 18, 2025] | | |
| (Susan L. [removed: Main] [added: Main)] | | | | | | | | | | | | | | |
| /s/ Steven C. Mizell | | | | | | Director | | | | | | February [removed: 20, 2024] [added: 18, 2025] | | |
| /s/ Ellen Rubin | | | | | | Director | | | | | | February [removed: 20, 2024] [added: 18, 2025] | | |
| /s/ Dev Vardhan | | | | | | Director | | | | | | February [removed: 20, 2024] [added: 18, 2025] | | |
| [Report of Independent Registered Public Accounting [removed: Firm](#i53619b9775404261a3af9c7718bfb9a5_112)] [added: Firm](#i7862808e63ec4b6aaecfc8883981303b_115)] | | | [removed: F-[1](#i53619b9775404261a3af9c7718bfb9a5_112)] [added: F-[1](#i7862808e63ec4b6aaecfc8883981303b_115)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i53619b9775404261a3af9c7718bfb9a5_115)] [added: Income](#i7862808e63ec4b6aaecfc8883981303b_118)] | | | [removed: F-[3](#i53619b9775404261a3af9c7718bfb9a5_115)] [added: F-[3](#i7862808e63ec4b6aaecfc8883981303b_118)] | | |
| [Consolidated Balance [removed: Sheets](#i53619b9775404261a3af9c7718bfb9a5_118)] [added: Sheets](#i7862808e63ec4b6aaecfc8883981303b_121)] | | | [removed: F-[4](#i53619b9775404261a3af9c7718bfb9a5_118)] [added: F-[4](#i7862808e63ec4b6aaecfc8883981303b_121)] | | |
| [Consolidated Statements of [removed: Equity](#i53619b9775404261a3af9c7718bfb9a5_121)] [added: Equity](#i7862808e63ec4b6aaecfc8883981303b_124)] | | | [removed: F-[5](#i53619b9775404261a3af9c7718bfb9a5_121)] [added: F-[5](#i7862808e63ec4b6aaecfc8883981303b_124)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i53619b9775404261a3af9c7718bfb9a5_124)] [added: Flows](#i7862808e63ec4b6aaecfc8883981303b_127)] | | | [removed: F-[6](#i53619b9775404261a3af9c7718bfb9a5_124)] [added: F-[6](#i7862808e63ec4b6aaecfc8883981303b_127)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i53619b9775404261a3af9c7718bfb9a5_127)] [added: Statements](#i7862808e63ec4b6aaecfc8883981303b_130)] | | | [removed: F-[7](#i53619b9775404261a3af9c7718bfb9a5_127)] [added: F-[7](#i7862808e63ec4b6aaecfc8883981303b_130)] | | |
| [Financial Statement Schedule: Schedule II – Valuation and Qualifying Accounts for the years ended December 31, [removed: 2023, 2022 and 2021](#i53619b9775404261a3af9c7718bfb9a5_199)] [added: 202](#i7862808e63ec4b6aaecfc8883981303b_202)[4](#i7862808e63ec4b6aaecfc8883981303b_202)[, 202](#i7862808e63ec4b6aaecfc8883981303b_202)[3](#i7862808e63ec4b6aaecfc8883981303b_202) [and 20](#i7862808e63ec4b6aaecfc8883981303b_202)[2](#i7862808e63ec4b6aaecfc8883981303b_202)2] | | | [removed: F-[34](#i53619b9775404261a3af9c7718bfb9a5_199)] [added: F-[35](#i7862808e63ec4b6aaecfc8883981303b_202)] | | |
We have audited the accompanying consolidated balance sheets of Allegion plc and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.
[removed: *Revenue Recognition*][added: 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 [removed: services.][added: services and software.]
For the year ended December 31, [removed: 2023,] [added: 2024,] the Company’s net revenues were [removed: $3,650.8] [added: $3,772.2] million.
[removed: Service] [added: Services and software] offerings include inspection, maintenance and repair, aftermarket, design and installation and locksmith services, as well as [added: on-premise,] software [added: maintenance and software] as a service solutions.
Unlike the single performance obligation to ship a product or bundle of products, revenue [removed: recognition] related to services is [removed: delayed until] [added: recognized when] the service based performance obligations are satisfied.
[removed: February 20, 2024][added: 2024]
| For the years ended December 31, | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Net revenues | | | | | | $ | [removed: 3,650.8] [added: 3,772.2] | | | | | $ | [removed: 3,271.9] [added: 3,650.8] | | | | | $ | [removed: 2,867.4] [added: 3,271.9] | |
| Cost of goods sold | | | | | | [removed: 2,069.3] [added: 2,103.7] | | | | | | [removed: 1,949.5] [added: 2,069.3] | | | | | | [removed: 1,662.5] [added: 1,949.5] | | |
| Selling and administrative expenses | | | | | | [removed: 865.6] [added: 887.8] | | | | | | [removed: 736.0] [added: 865.6] | | | | | | [removed: 674.7] [added: 736.0] | | |
| Impairment of intangible assets | | | | | | [removed: 7.5] [added: —] | | | | | | [removed: —] [added: 7.5] | | | | | | — | | |
| Operating income | | | | | | [removed: 708.4] [added: 780.7] | | | | | | [removed: 586.4] [added: 708.4] | | | | | | [removed: 530.2] [added: 586.4] | | |
| Interest expense | | | | | | [removed: 93.1] [added: 102.0] | | | | | | [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: (1.9)] [added: (20.1)] | | | | | | [removed: (11.6)] [added: (1.9)] | | | | | | [removed: (44.0)] [added: (11.6)] | | |
| Earnings before income taxes | | | | | | [removed: 617.2] [added: 698.8] | | | | | | [removed: 514.5] [added: 617.2] | | | | | | [removed: 524.0] [added: 514.5] | | |
| Provision for income taxes | | | | | | [removed: 76.6] [added: 101.3] | | | | | | [removed: 56.2] [added: 76.6] | | | | | | [removed: 40.7] [added: 56.2] | | |
| Net earnings | | | | | | [removed: 540.6] [added: 597.5] | | | | | | [removed: 458.3] [added: 540.6] | | | | | | [removed: 483.3] [added: 458.3] | | |
| /s/ Lauren B. Peters | | | | | | Chair of the Board | | | | | | February 18, 2025 | | |
| /s/ Gregg C. Sengstack | | | | | | Director | | | | | | February 18, 2025 | | |
| (Gregg C. Sengstack) | | | | | | | | | | | | | | |
February 18, 2025
| Net earnings | | | | | | 597.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | 597.5 | | | | | | — | | | | | | — | | |
| Repurchase of ordinary shares | | | | | | (220.0) | | | | | | — | | | | | | (1.6) | | | | | | (42.0) | | | | | | (178.0) | | | | | | — | | | | | | — | | |
| Shares issued under incentive stock plans | | | | | | 14.7 | | | | | | — | | | | | | 0.4 | | | | | | 14.7 | | | | | | — | | | | | | — | | | | | | — | | |
| Balance at December 31, 2024 | | | | | | $ | 1,500.7 | | | | | $ | 0.9 | | | | | 86.3 | | | | | | $ | — | | | | | $ | 1,831.4 | | | | | $ | (331.6) | | | | | $ | — | |
| Net earnings | | | | | | $ | 597.5 | | | | | $ | 540.6 | | | | | $ | 458.3 | |
| Impairment of intangible assets | | | | | | — | | | | | | 7.5 | | | | | | — | | |
| Proceeds from exercise of stock options | | | | | | 14.7 | | | | | | 1.3 | | | | | | (3.3) | | |
meets any established criteria.
Revenue from on-premise software solutions are recognized at the point in time when the customer can benefit from the software, which generally aligns with the beginning of the license period.
based on a flat dollar benefit formula.
Recently Adopted Accounting Pronouncements:
This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.
This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.
The Company adopted this ASU retrospectively on December 31, 2024.
Refer to Note 22, Business Segment Information for the inclusion of the new required disclosures.
Recently Issued Accounting Pronouncements:
This ASU will likely result in additional required disclosures in the Company's Consolidated Financial Statements once adopted.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", which requires disaggregated disclosures of certain categories of expenses that are included in expense line items on the face of the consolidated statements of comprehensive income.
This ASU is to be applied prospectively, but retrospective application is permitted.
This ASU will likely result in additional required disclosures in the Company's Consolidated Financial Statements once adopted.
On March 4, 2024, the Company, through its subsidiaries, acquired 100% of Montajes electronicos Dorcas S.L. ("Dorcas"), a manufacturer of electromechanical access control solutions based in Spain.
Dorcas is reported in the Company's Allegion International segment.
On June 3, 2024, the Company, through its subsidiaries, acquired 100% of Krieger Specialty Products, LLC ("Krieger"), a manufacturer of high-performance special purpose doors and windows based in the United States.
Krieger is reported in the Company's Allegion Americas segment.
On June 10, 2024, the Company, through its subsidiaries, acquired 100% of Unicel Architectural Corp. ("Unicel"), a manufacturer of advanced glass, timber and aluminum building solutions based in Canada.
Unicel is reported in the Company's Allegion Americas segment.
On October 18, 2024, the Company, through its subsidiaries, acquired 100% of SOSS Door Hardware ("SOSS"), a manufacturer of premium hinges and door hardware based primarily in the United States.
SOSS is reported in the Company's Allegion Americas segment.
The aggregate consideration for acquisitions was approximately $147.5 million (net of cash acquired), which includes the fair value of future consideration to be paid, including contingent consideration, which the Company estimates to be approximately $10.3 million.
The acquisitions were accounted for as business combinations and were funded with available cash on hand.
The Company has included the financial results of the acquisitions in its Consolidated Financial Statements from the respective acquisition dates.
Pro forma financial information for the years ended December 31, 2024 and December 31, 2023 is not material to the Consolidated Financial Statements.
| Net working capital | | | $ | 10.2 | |
| Property, plant and equipment and other noncurrent assets | | | 4.1 | | |
| Goodwill | | | 74.7 | | |
The valuations of assets acquired and liabilities assumed had not yet been finalized as of December 31, 2024, and finalization of the valuations during the measurement period could result in a change in the amounts recorded.
[Table of](#i53619b9775404261a3af9c7718bfb9a5_103) [Contents](#i53619b9775404261a3af9c7718bfb9a5_103)
| /s/ Lauren B. Peters | | | | | | Director | | | | | | February 20, 2024 | | |
| /s/ Dean I. Schaffer | | | | | | Director | | | | | | February 20, 2024 | | |
| (Dean I. Schaffer) | | | | | | | | | | | | | | |
| /s/ Martin E. Welch III | | | | | | Director | | | | | | February 20, 2024 | | |
| (Martin E. Welch III) | | | | | | | | | | | | | | |
| Assets held for sale | | | | | | — | | | | | | 3.5 | | |
| Total Allegion plc shareholders’ equity | | | | | | 1,318.3 | | | | | | 941.8 | | |
| Noncontrolling interests | | | | | | — | | | | | | 2.7 | | |
| Balance at December 31, 2020 | | | | | | $ | 832.6 | | | | | $ | 0.9 | | | | | 91.2 | | | | | | $ | — | | | | | $ | 985.6 | | | | | $ | (157.1) | | | | | $ | 3.2 | |
| Net earnings | | | | | | 483.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | 483.0 | | | | | | — | | | | | | 0.3 | | |
| Repurchase of ordinary shares | | | | | | (412.8) | | | | | | — | | | | | | (3.3) | | | | | | (25.8) | | | | | | (387.0) | | | | | | — | | | | | | — | | |
| Dividends declared to noncontrolling interests | | | | | | (0.3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.3) | | |
| Proceeds from sale of equity method investment | | | | | | — | | | | | | — | | | | | | 7.6 | | |
| Proceeds from issuance of 2021 Term Facility | | | | | | — | | | | | | — | | | | | | 250.0 | | |
Once the final valuation has been performed for each acquisition, adjustments may be recorded.
arrangements to give the buyer the ability to ensure the service meets any established criteria.
years of service.
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.
by federal, state and foreign).
As the guidance requires only additional disclosure, there will be no effects of this standard on the financial position, results of operations or cash flows.
On July 5, 2022, the Company, through its subsidiaries, completed 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").
The total consideration paid for the acquisition was $915.2 million, and the acquisition was accounted for as a business combination.
The Access Technologies business is a leading manufacturer, installer and service provider of automatic entrance solutions in North America, primarily in the U.S. and Canada.
Its diversified customer base centers on non-residential settings, including retail, healthcare, education, commercial offices, hospitality and government.
This acquisition helps the Company create a more comprehensive portfolio of access solutions with the addition of automated entrances.
Additionally, the Access Technologies business adds an expansive service and support network throughout the U.S. and Canada, broadening the Company's solutions to national, regional and local customers and complementing the Company's existing strengths in these non-residential markets.
The Access Technologies business has been integrated into the Allegion Americas segment.
| Accounts receivable, net | | | $ | 69.7 | |
| Inventories | | | 50.8 | | |
| Other current assets | | | 0.4 | | |
| Goodwill | | | 628.2 | | |
| Other noncurrent assets | | | 13.7 | | |
| Accounts payable | | | (21.3) | | |
| Property, plant and equipment, net | | | | | | $ | 358.1 | | | | | $ | 308.7 | |
| December 31, 2021 (gross) | | | $ | 501.2 | | | | | $ | 876.2 | | | | | $ | 1,377.4 | |
| Accumulated impairment | | | — | | | | | | (573.6) | | | | | | (573.6) | | |
| December 31, 2021 (net) | | | 501.2 | | | | | | 302.6 | | | | | | 803.8 | | |
| Currency translation | | | (4.6) | | | | | | (17.6) | | | | | | (22.2) | | |
An excerpt. Shown here: 40 of 509 rewritten, 40 of 161 added and 40 of 114 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2024 filing and the FY2023 filing.