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Allegion plc

For the period ended Sep 30, 2024. Filed Oct 24, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Oct 24, 2024

ALLE$185.39-0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-07-24.

0001579241-24-000045

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-10-24.

0001579241-24-000049

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 144 previous paragraphs and 147 current paragraphs.

92 unchanged; 36 reworded; 14 added; 14 removed; 2 previous and 5 current paragraphs rearranged.

Tables are not compared: 21 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

Net revenues for the three months ended September 30, 2024, increased by 5.4%, or $49.2 million, compared with the same period in 2023, due to the following:

Current report

The increase in Net revenues was driven by improved pricing, higher volumes, the acquisitions made during the year, and favorable foreign currency exchange rate movements.

Current report

Net revenues for the nine months ended September 30, 2024, increased by 2.7%, or $73.2 million, compared with the same period in 2023, due to the following:

Current report

The increase in Net revenues was driven by improved pricing across our major businesses, acquisitions made during the year, and favorable foreign currency exchange rate movements, which was partially offset by lower volumes.

Current report

Net revenues for the three months ended September 30, 2024, increased by 5.6%, or $41.5 million, compared to the same period in 2023, due to the following:

Current report

Net revenues for the nine months ended September 30, 2024, increased by 2.4%, or $53.4 million, compared to the same period in 2023, due to the following:

Current report

Segment operating income for the three months ended September 30, 2024, increased $20.9 million compared to the same period in 2023, and Segment operating margin for the three months ended September 30, 2024, increased to 28.3% from 27.0%, due to the following:

Current report

The increase in Segment operating income and Segment operating margin was primarily driven by favorable volume/product mix, pricing and productivity improvements in excess of inflation and investment spending, the contribution to operating income from recent acquisition activity, favorable foreign currency exchange rate movements and lower acquisition, integration and restructuring expenses.

Current report

Segment operating income for the nine months ended September 30, 2024, increased $40.2 million compared to the same period in 2023, and Segment operating margin for the nine months ended September 30, 2024, increased to 27.5% from 26.4%, due to the following:

Current report

Net revenues for the three months ended September 30, 2024, increased by 4.4%, or $7.7 million, compared to the same period in 2023, due to the following:

Current report

Net revenues for the nine months ended September 30, 2024, increased by 3.6%, or $19.8 million, compared to the same period in 2023, due to the following:

Current report

Segment operating income for the three months ended September 30, 2024, increased $2.2 million compared to the same period in 2023, and Segment operating margin for the three months ended September 30, 2024, increased to 9.7% from 8.9%, due to the following:

Current report

Segment operating income for the nine months ended September 30, 2024, increased $8.4 million compared to the same period in 2023, and Segment operating margin for the nine months ended September 30, 2024, increased to 8.6% from 7.4%, due to the following:
Removed paragraphs (14)

Previous report

Net revenues for the three months ended June 30, 2024, increased by 5.8%, or $53.1 million, compared with the same period in 2023, due to the following:

Previous report

Net revenues for the six months ended June 30, 2024, increased by 1.3%, or $24.0 million, compared with the same period in 2023, due to the following:

Previous report

The increase in Net revenues was driven by improved pricing across our major businesses and the acquisitions made during the year, which was partially offset by lower volumes and unfavorable foreign currency exchange rate movements. The lower volumes are compared against the first half of 2023, which was a seasonally stronger period than normal.

Previous report

Net revenues for the three months ended June 30, 2024, increased by 6.0%, or $43.5 million, compared to the same period in 2023, due to the following:

Previous report

Net revenues for the six months ended June 30, 2024, increased by 0.8%, or $11.9 million, compared to the same period in 2023, due to the following:

Previous report

Segment operating income for the three months ended June 30, 2024, increased $18.9 million compared to the same period in 2023, and Segment operating margin for the three months ended June 30, 2024, increased to 27.8% from 26.9%, due to the following:

Previous report

The increase in Segment operating income and Segment operating margin was primarily driven by pricing and productivity improvements in excess of inflation and investment spending, favorable volume/product mix and the contribution to operating income from recent acquisition activity. These increases were partially offset by unfavorable foreign currency exchange rate movements and higher acquisition, integration and restructuring expenses.

Previous report

Segment operating income for the six months ended June 30, 2024, increased $19.3 million compared to the same period in 2023, and Segment operating margin for the six months ended June 30, 2024, increased to 27.1% from 26.0%, due to the following:

Previous report

The increase in Segment operating income and Segment operating margin was primarily driven by pricing and productivity improvements in excess of inflation and investment spending and the contribution to operating income from recent acquisition activity. These increases were partially offset by unfavorable volume/product mix, unfavorable foreign currency exchange rate movements, and higher acquisition, integration and restructuring expenses.

Previous report

Net revenues for the three months ended June 30, 2024, increased by 5.2%, or $9.6 million, compared to the same period in 2023, due to the following:

Previous report

Net revenues for the six months ended June 30, 2024, increased by 3.3%, or $12.1 million, compared to the same period in 2023, due to the following:

Previous report

Segment operating income for the three months ended June 30, 2024, increased $3.8 million compared to the same period in 2023, and Segment operating margin for the three months ended June 30, 2024, increased to 9.1% from 7.5%, due to the following:

Previous report

Segment operating income for the six months ended June 30, 2024, increased $6.2 million compared to the same period in 2023, and Segment operating margin for the six months ended June 30, 2024, increased to 8.1% from 6.7%, due to the following:
Reworded paragraphs (36)

Previous wording

In the second quarter of 2024, we experienced a mid-single digits percent increase in revenue as compared to the same period in 2023, driven by favorable pricing and volume growth from most of our major businesses. We expect the business to continue to grow in the second half of 2024.

Current wording

In the third quarter of 2024, we experienced a mid-single digits percent increase in revenue as compared to the same period in 2023, driven by favorable pricing, volume growth from most of our major businesses, as well as the impact from acquisitions made during the year. We expect the business to continue to grow in the last quarter of 2024.

Previous wording

During the six months ended June 30, 2024, we paid dividends of $0.96 per ordinary share to shareholders and repurchased approximately 0.6 million shares for $80.0 million.

Current wording

During the nine months ended September 30, 2024, we paid dividends of $1.44 per ordinary share to shareholders and repurchased approximately 0.9 million shares for $120.0 million.

Previous wording

Operating income for the three months ended June 30, 2024, increased $24.4 million compared to the same period in 2023. Operating margin, which we define as Operating income as a percentage of total Net revenues, for the three months ended June 30, 2024, increased to 21.6% from 20.2% for the same period in 2023, due to the following:

Current wording

Operating income for the three months ended September 30, 2024, increased $21.9 million compared to the same period in 2023. Operating margin, which we define as Operating income as a percentage of total Net revenues, for the three months ended September 30, 2024, increased to 22.2% from 21.0% for the same period in 2023, due to the following:

Previous wording

The increase in Operating income and Operating margin was driven by pricing and productivity improvements in excess of inflation and investment spending, favorable volume/product mix and the contribution to operating income from recent acquisition activity. These increases were partially offset by unfavorable foreign currency exchange rate movements and higher acquisition, integration and restructuring expenses.

Current wording

The increase in Operating income and Operating margin was driven by pricing and productivity improvements in excess of inflation and investment spending, favorable volume/product mix, the contribution to operating income from recent acquisition activity, favorable foreign currency exchange rate movements and lower acquisition, integration and restructuring expenses.

Previous wording

Interest expense for the three months ended June 30, 2024, increased $1.4 million compared with the same period in 2023, primarily due to higher outstanding indebtedness compared to the same period in the prior year.

Current wording

Interest expense for the three months ended September 30, 2024, increased $5.9 million compared with the same period in 2023, primarily due to higher outstanding indebtedness compared to the same period in the prior year.

Previous wording

The components of Other income, net for the three months ended June 30 were as follows:

Current wording

The components of Other (income) expense, net for the three months ended September 30 were as follows:

Previous wording

The increase in interest income for the six months ended June 30, 2024 compared with the same period in 2023 is due to higher cash on hand and higher interest rates.

Current wording

The increase in interest income for the three months ended September 30, 2024 compared with the same period in 2023 is due to higher cash on hand and higher interest rates earned on deposits.

Previous wording

The effective income tax rates for the three months ended June 30, 2024 and 2023, were 17.8% and 12.6%, respectively. The increase in the effective income tax rate compared to 2023 is primarily due to the enactment of global minimum tax in 2024 and the unfavorable change in the mix of income earned in higher tax rate jurisdictions, which are partially offset by the realization of discrete tax credits.

Current wording

The effective income tax rates for the three months ended September 30, 2024 and 2023, were 10.5% and 8.1%, respectively. The increase in the effective income tax rate compared to 2023 is primarily due to the enactment of global minimum tax in 2024, the unfavorable year over year change in the amounts recognized for uncertain tax positions and the unfavorable mix of income earned in higher tax rate jurisdictions.

Previous wording

Operating income for the six months ended June 30, 2024, increased $25.5 million compared to the same period in 2023. Operating margin for the six months ended June 30, 2024, increased to 20.5% from 19.4% for the same period in 2023, due to the following:

Current wording

Operating income for the nine months ended September 30, 2024, increased $47.4 million compared to the same period in 2023. Operating margin for the nine months ended September 30, 2024, increased to 21.1% from 19.9% for the same period in 2023, due to the following:

Previous wording

Interest expense for the six months ended June 30, 2024, increased $0.7 million compared with the same period in 2023, primarily due to higher outstanding indebtedness compared to the same period in the prior year.

Current wording

Interest expense for the nine months ended September 30, 2024, increased $6.6 million compared with the same period in 2023, primarily due to higher outstanding indebtedness compared to the same period in the prior year.

Previous wording

The components of Other income, net for the six months ended June 30 were as follows:

Current wording

The components of Other (income) expense, net for the nine months ended September 30 were as follows:

Previous wording

The effective income tax rates for the six months ended June 30, 2024 and 2023, were 18.3% and 14.4%, respectively. The increase in the effective income tax rate compared to 2023 is primarily due to the enactment of global minimum tax in 2024 and the unfavorable change in the mix of income earned in higher tax rate jurisdictions, which are partially offset by the realization of discrete tax credits.

Current wording

The effective income tax rates for the nine months ended September 30, 2024 and 2023, were 15.5% and 12.1%, respectively. The increase in the effective income tax rate compared to 2023 is primarily due to the enactment of global minimum tax in 2024, the unfavorable year over year change in the amounts recognized for uncertain tax positions and the unfavorable mix of income earned in higher tax rate jurisdictions.

Previous wording

Segment Results of Operations - For the three and six months ended June 30:

Current wording

Segment Results of Operations - For the three and nine months ended September 30:

Previous wording

Our Allegion Americas segment is a leading provider of security products, services and solutions throughout North America. The segment sells a broad range of products and solutions including locks, locksets, key systems, door controls and systems, exit devices, doors, accessories, electronic security products, access control systems and software and service solutions to customers in commercial, institutional and residential facilities, including the education, healthcare, government, hospitality, retail, commercial office and single and multi-family residential markets. This segment’s primary brands are LCN, Schlage, Von Duprin and Stanley Access Technologies, which we utilize with permission in accordance with the terms of the Access Technologies acquisition agreement ("Stanley" is the property of Stanley Logistics L.L.C.).

Current wording

Our Allegion Americas segment is a leading provider of security products, services and solutions throughout North America. The segment sells a broad range of products and solutions including locks, locksets, key systems, door controls and systems, exit devices, doors, accessories, electronic security products, access control systems and software and service solutions to customers in commercial, institutional and residential facilities, including the education, healthcare, government, hospitality, retail, commercial office and single and multi-family residential markets. This segment’s primary brands are LCN, Schlage, Von Duprin and Stanley Access Technologies, which we utilize with permission in accordance with the terms of an agreement with Stanley Black & Decker ("Stanley" is the property of Stanley Logistics L.L.C.).

Previous wording

Net revenues from our non-residential business for the three months ended June 30, 2024, increased by a mid-single digits percent compared to the same period in the prior year, driven by improved pricing, higher volumes, and acquisition activity, which was partially offset by unfavorable foreign currency exchange rate movements. We currently anticipate growth from our non-residential products and services through the remainder of 2024.

Current wording

Net revenues from our non-residential business for the three months ended September 30, 2024, increased by a mid-single digits percent compared to the same period in the prior year, driven by higher volumes, improved pricing, and acquisition activity, which was partially offset by unfavorable foreign currency exchange rate movements.

Previous wording

Net revenues from residential products for the six months ended June 30, 2024, increased by a low-single digits percent compared to the same period in the prior year, driven by higher volumes.

Current wording

Net revenues from residential products for the three months ended September 30, 2024, increased by a low-single digits percent compared to the same period in the prior year, driven by higher volumes.

Previous wording

Growth in electronic security products and solutions is a metric that is actively monitored by management and a focus of our investors. Electronic products encompass both residential and non-residential solutions and include all electrified product categories including, but not limited to, electronic and electrified locks, access control systems and electronic and electrified door controls and systems and exit devices. For the three months ended June 30, 2024, Net revenues from the sale of electronic products in the Allegion Americas segment decreased by a low-single digits percent compared to the same period in the prior year in which the sale of electronic security products grew greater than thirty percent.

Current wording

Growth in electronic security products and solutions is a metric that is actively monitored by management and a focus of our investors. Electronic security products encompass both residential and non-residential solutions and include all electrified product categories including, but not limited to, electronic and electrified locks, access control systems and electronic and electrified door controls and systems and exit devices. For the three months ended September 30, 2024, Net revenues from the sale of electronic security products in the Allegion Americas segment decreased by a high-single digits percent compared to the same period in the prior year in which the sale of electronic security products grew by a high-teens percent.

Previous wording

Net revenues from non-residential products for the six months ended June 30, 2024, increased by a low-single digits percent compared to the same period in the prior year, driven by improved pricing and acquisition activity, partially offset by lower volumes.

Current wording

Net revenues from non-residential products for the nine months ended September 30, 2024, increased by a low-single digits percent compared to the same period in the prior year, driven by improved pricing and acquisition activity, partially offset by lower volumes. We currently anticipate low-single digit growth from our non-residential products and services for 2024.

Previous wording

Net revenues from residential products for the three months ended June 30, 2024, increased by a low-single digits percent compared to the same period in the prior year, driven by higher volumes. Given current market conditions, we expect demand to remain stable for our residential products for the remainder of 2024.

Current wording

Net revenues from residential products for the nine months ended September 30, 2024, increased by a low-single digits percent compared to the same period in the prior year, driven by higher volumes. We expect low-single digits growth from our residential business for 2024.

Previous wording

The increase in Net revenues was primarily driven by improved pricing and the favorable impact from the current year acquisitions, which was partially offset by lower volumes and unfavorable foreign currency exchange rate movements.

Current wording

The increase in Net revenues was primarily driven by improved pricing, the favorable impact from the current year acquisitions, and favorable foreign currency exchange rate movements, which was partially offset by lower volumes.

Previous wording

The increase in Net revenues was primarily driven by improved pricing, higher volumes, and the favorable impact from the current year acquisitions, which was partially offset by unfavorable foreign currency exchange rate movements.

Current wording

The increase in Net revenues was primarily driven by improved pricing, the favorable impact from the current year acquisitions, and favorable foreign currency exchange rate movements, which was partially offset by lower volumes.

Previous wording

The increase in Segment operating income and Segment operating margin was primarily driven by favorable volume/product mix, current year acquisitions, the favorable impact from foreign currency exchange rate movements, and lower acquisition, integration and restructuring expenses. These increases were partially offset by inflation and investment spending in excess of pricing and productivity.

Current wording

The increase in Segment operating income and Segment operating margin was primarily driven by favorable pricing and productivity in excess of inflation and investment spending, the favorable impact from foreign currency exchange rate movements, current year acquisitions, and lower acquisition, integration and restructuring expenses. These increases were partially offset by unfavorable volume/product mix.

Previous wording

The increase in Segment operating income and Segment operating margin was primarily driven by favorable volume/product mix, current year acquisitions, and lower acquisition, integration and restructuring expenses. These increases were partially offset by inflation and investment spending in excess of pricing and productivity, and the unfavorable impact to Segment operating income from foreign currency exchange rate movements.

Current wording

The increase in Segment operating income and Segment operating margin was primarily driven by favorable pricing and productivity in excess of inflation and investment spending, favorable volume/product mix, current year acquisitions, the favorable impact from foreign currency exchange rate movements, and lower acquisition, integration and restructuring expenses.

Previous wording

The following table reflects the major categories of cash flows for the six months ended June 30. For additional details, see the Condensed and Consolidated Statements of Cash Flows in the Condensed and Consolidated Financial Statements.

Current wording

The following table reflects the major categories of cash flows for the nine months ended September 30. For additional details, see the Condensed and Consolidated Statements of Cash Flows in the Condensed and Consolidated Financial Statements.

Previous wording

Operating Activities: Net cash provided by operating activities during the six months ended June 30, 2024, decreased $6.0 million compared to the same period in 2023, primarily driven by higher cash used for working capital.

Current wording

Operating Activities: Net cash provided by operating activities during the nine months ended September 30, 2024, increased $74.9 million compared to the same period in 2023, primarily driven by higher net earnings and lower cash used for working capital.

Previous wording

Investing Activities: Net cash used in investing activities during the six months ended June 30, 2024, increased $104.8 million compared to the same period in 2023, primarily due to cash used for acquisitions and higher capital expenditures.

Current wording

Investing Activities: Net cash used in investing activities during the nine months ended September 30, 2024, increased $106.8 million compared to the same period in 2023, primarily due to cash used for acquisitions and higher capital expenditures.

Previous wording

Financing Activities: Net cash provided by financing activities during the six months ended June 30, 2024, increased $366.6 million compared to the same period in 2023, primarily due to the proceeds from the issuance of the 5.600% Senior Notes. The increase was partially offset by an increase in the cash used to repurchase shares compared to the same period in 2023.

Current wording

Financing Activities: Net cash provided by financing activities during the nine months ended September 30, 2024, increased $367.2 million compared to the same period in 2023, primarily due to the proceeds from the issuance of the 5.600% Senior Notes. The increase was partially offset by an increase in the cash used to repurchase shares compared to the same period in 2023. Proceeds from the issuance of the 5.600% Senior Notes were used to repay the 3.200% Senior Notes on October 1, 2024.

Previous wording

We have an unsecured credit agreement consisting of a $250.0 million term loan facility (the “Term Facility”), of which $218.8 million was outstanding at June 30, 2024, and a revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”), of which there was no balance outstanding at June 30, 2024. On May 20, 2024, the Company amended and restated the 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, (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, and (iv) added Allegion (Ireland) Finance Designated Activity Company (“Allegion Ireland DAC”), the Company’s wholly-owned subsidiary, as borrower.

Current wording

We have an unsecured credit agreement consisting of a $250.0 million term loan facility (the “Term Facility”), of which $215.6 million was outstanding at September 30, 2024, and a $750.0 million revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”), of which no balance was outstanding at September 30, 2024. The Credit Facilities are unconditionally guaranteed jointly and severally on an unsecured basis by Allegion plc, Allegion US Holding Company Inc. ("Allegion US Hold Co"), the Company’s wholly-owned subsidiary, and Allegion (Ireland) Finance Designated Activity Company (“Allegion Ireland DAC”), the Company’s wholly-owned subsidiary.

Previous wording

The Term Facility requires quarterly principal payments through its maturity on November 18, 2026. Future payments total $6.3 million for the remainder of 2024, $21.9 million due in 2025, and $190.6 million due in 2026. We repaid $6.3 million of principal on the Term Facility during the six months ended June 30, 2024. Principal amounts repaid on the Term Facility may not be reborrowed. The Revolving Facility aggregate commitments of up to $750.0 million includes up to $100.0 million for the issuance of letters of credit. We had $18.5 million of letters of credit outstanding at June 30, 2024. Borrowings under the Revolving Facility may be repaid at any time without premium or penalty, and amounts repaid may be reborrowed.

Current wording

The Revolving Facility matures on May 20, 2029 and includes up to $100.0 million for the issuance of letters of credit. We had $18.5 million of letters of credit outstanding at September 30, 2024. Borrowings under the Revolving Facility may be repaid at any time without premium or penalty, and amounts repaid may be reborrowed.

Previous wording

Outstanding borrowings under the Credit Facilities accrue interest, at the option of the Company, equal to either: (i) a Secured Overnight Financing Rate ("SOFR") rate plus an applicable margin or (ii) a base rate plus the applicable margin. The applicable margin ranges from 0.875% to 1.375% depending on the Company’s credit ratings. At June 30, 2024, the Company's outstanding borrowings under the Credit Facilities accrued interest at SOFR plus a margin of 1.225%, resulting in an interest rate of 6.569%. The Credit Facilities also contain negative and affirmative covenants and events of default that, among other things, limit or restrict the Company’s ability to enter into certain transactions. In addition, the Credit Facilities require the Company to comply with a maximum leverage ratio as defined in the credit agreement. As of June 30, 2024, the Company was in compliance with all applicable covenants under the credit agreement.

Current wording

Outstanding borrowings under the Credit Facilities accrue interest, at the option of the Company, equal to either: (i) a Secured Overnight Financing Rate ("SOFR") rate plus an applicable margin or (ii) a base rate plus the applicable margin. The applicable margin ranges from 0.875% to 1.375% depending on the Company’s credit ratings. At September 30, 2024, the Company's outstanding borrowings under the Credit Facilities accrued interest at SOFR plus a margin of 1.225%, resulting in an interest rate of 6.070%. The Credit Facilities also contain negative and affirmative covenants and events of default that, among other things, limit or restrict the Company’s ability to enter into certain transactions. In addition, the Credit Facilities require the Company to comply with a maximum leverage ratio as defined in the credit agreement. As of September 30, 2024, the Company was in compliance with all applicable covenants under the credit agreement.

Previous wording

As of June 30, 2024, Allegion US Hold Co has $400.0 million outstanding of its 3.200% Senior Notes due 2024 (the “3.200% Senior Notes”), $400.0 million outstanding of its 3.550% Senior Notes due 2027 (the “3.550% Senior Notes”), $600.0 million outstanding of its 5.411% Senior Notes due 2032 (the "5.411% Senior Notes") and $400.0 million of its 5.600% Senior Notes due 2034 (the "5.600% Senior Notes"), and Allegion plc has $400.0 million outstanding of its 3.500% Senior Notes due 2029 (the “3.500% Senior Notes”, and all five senior notes collectively, the “Senior Notes”). The 3.200% Senior Notes, 3.550% Senior Notes and 3.500% Senior Notes all require semi-annual interest payments on April 1 and October 1 of each year and will mature on October 1, 2024, October 1, 2027 and October 1, 2029, respectively. The 5.411% Senior Notes require semi-annual interest payments on January 1 and July 1 of each year, beginning January 1, 2023, and will mature on July 1, 2032. The 5.600% Senior Notes require semi-annual interest payments on May 29 and November 29 of each year and will mature on May 29, 2034. We expect to use the proceeds of the 5.600% Senior Notes to repay the 3.200% Senior Notes that mature in the second half of 2024.

Current wording

As of September 30, 2024, Allegion US Hold Co had $400.0 million outstanding of its 3.200% Senior Notes due 2024 (the "3.200% Senior Notes"), $400.0 million outstanding of its 3.550% Senior Notes due 2027 (the “3.550% Senior Notes”), $600.0 million outstanding of its 5.411% Senior Notes due 2032 (the "5.411% Senior Notes") and $400.0 million outstanding of its 5.600% Senior Notes due 2034 (the "5.600% Senior Notes"), and Allegion plc had $400.0 million outstanding of its 3.500% Senior Notes due 2029 (the “3.500% Senior Notes”, and all five senior notes collectively, the “Senior Notes”). The 3.550% Senior Notes and 3.500% Senior Notes require semi-annual interest payments on April 1 and October 1 of each year and will mature on October 1, 2027 and October 1, 2029, respectively. The 5.411% Senior Notes require semi-annual interest payments on January 1 and July 1 of each year, and will mature on July 1, 2032. The 5.600% Senior Notes require semi-annual interest payments on May 29 and November 29, beginning November 29, 2024, and mature on May 29, 2034. We repaid the 3.200% Senior Notes on October 1, 2024.

Previous wording

Allegion US Hold Co is the issuer of the 3.200% Senior Notes, 3.550% Senior Notes, 5.411% Senior Notes, and 5.600% Senior Notes and is the guarantor of the 3.500% Senior Notes. Allegion plc (the “Parent”) is the issuer of the 3.500% Senior Notes and is the guarantor of the 3.200% Senior Notes, 3.550% Senior Notes, 5.411% Senior Notes, and 5.600% Senior Notes. Allegion US Hold Co is directly or indirectly 100% owned by the Parent and each of the guarantees of Allegion US Hold Co and the Parent is full and unconditional and joint and several.

Current wording

Allegion US Hold Co is or was, as applicable, the issuer of the 3.200% Senior Notes, 3.550% Senior Notes, 5.411% Senior Notes, and 5.600% Senior Notes and is the guarantor of the 3.500% Senior Notes. Allegion plc (the “Parent”) is or was, as applicable, the issuer of the 3.500% Senior Notes and is or was, as applicable, the guarantor of the 3.200% Senior Notes, 3.550% Senior Notes, 5.411% Senior Notes, and 5.600% Senior Notes. Allegion US Hold Co is directly or indirectly 100% owned by the Parent and each of the guarantees of Allegion US Hold Co and the Parent is full and unconditional and joint and several.

Previous wording

The 3.200% Senior Notes, 3.550% Senior Notes, 5.411% Senior Notes, and 5.600% Senior Notes are senior unsecured obligations of Allegion US Hold Co and rank equally with all of Allegion US Hold Co’s existing and future senior unsecured and unsubordinated indebtedness. The guarantee of the 3.200% Senior Notes, 3.550% Senior Notes, 5.411% Senior Notes, and 5.600% Senior Notes is the senior unsecured obligation of the Parent and ranks equally with all of the Parent’s existing and future senior unsecured and unsubordinated indebtedness. The 3.500% Senior Notes are senior unsecured obligations of the Parent and rank equally with all of the Parent’s existing and future senior unsecured and unsubordinated indebtedness. The guarantee of the 3.500% Senior Notes is the senior unsecured obligation of Allegion US Hold Co and ranks equally with all of Allegion US Hold Co's existing and future senior unsecured and unsubordinated indebtedness.

Current wording

The 3.200% Senior Notes, 3.550% Senior Notes, 5.411% Senior Notes, and 5.600% Senior Notes are or were, as applicable, senior unsecured obligations of Allegion US Hold Co and rank equally with all of Allegion US Hold Co’s existing and future senior unsecured and unsubordinated indebtedness. The guarantee of the 3.200% Senior Notes, 3.550% Senior Notes, 5.411% Senior Notes, and 5.600% Senior Notes is or was, as applicable, the senior unsecured obligation of the Parent and ranks equally with all of the Parent’s existing and future senior unsecured and unsubordinated indebtedness. The 3.500% Senior Notes are senior unsecured obligations of the Parent and rank equally with all of the Parent’s existing and future senior unsecured and unsubordinated indebtedness. The guarantee of the 3.500% Senior Notes is the senior unsecured obligation of Allegion US Hold Co and ranks equally with all of Allegion US Hold Co's existing and future senior unsecured and unsubordinated indebtedness.

Previous wording

Each guarantee is effectively subordinated to any secured indebtedness of the Guarantor to the extent of the value of the assets securing such indebtedness. The Senior Notes are structurally subordinated to indebtedness and other liabilities of the subsidiaries of the Guarantor, none of which guarantee the notes. The obligations of the Guarantor under its Guarantee are limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance under applicable law and, therefore, are limited to the amount that the Guarantor could guarantee without such Guarantee constituting a fraudulent conveyance; this limitation, however, may not be effective to prevent such Guarantee from constituting a fraudulent conveyance. If the Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, the Guarantor’s liability on its Guarantee could be reduced to zero. In such an event, the notes would be structurally subordinated to the indebtedness and other liabilities of the Guarantor.

Current wording

Each guarantee is effectively subordinated to any secured indebtedness of the applicable guarantor to the extent of the value of the assets securing such indebtedness. The Senior Notes are structurally subordinated to indebtedness and other liabilities of the subsidiaries of the applicable guarantor, none of which guarantee the notes. The obligations of the applicable guarantor under its guarantee are limited as necessary to prevent such guarantee from constituting a fraudulent conveyance under applicable law and, therefore, are limited to the amount that the applicable guarantor could guarantee without such guarantee constituting a fraudulent conveyance; this limitation, however, may not be effective to prevent such guarantee from constituting a fraudulent conveyance. If the guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable guarantor, and, depending on the amount of such indebtedness, the applicable guarantor’s liability on its guarantee could be reduced to zero. In such an event, the notes would be structurally subordinated to the indebtedness and other liabilities of the applicable guarantor.

Previous wording

Management believes there have been no significant changes during the six months ended June 30, 2024, to the items we disclosed as our critical accounting policies in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023.

Current wording

Management believes there have been no significant changes during the nine months ended September 30, 2024, to the items we disclosed as our critical accounting policies in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023.

Previous wording

There have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our consolidated financial statements.

Current wording

Refer to Note 2 under the paragraph "Recent Accounting Pronouncements" included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Since the date of the Company's most recent Annual Report, there have been no new accounting pronouncements not yet effective or adopted that we believe have a significant impact, or potential significant impact, to our condensed and consolidated financial statements.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

The increase in interest income for the nine months ended September 30, 2024 compared with the same period in 2023 is due to higher cash on hand and higher interest rates earned on deposits.

Current report — wording carried from elsewhere

The increase in Net revenues was driven by improved pricing and the acquisitions made during the year, which was partially offset by lower volumes.

Current report — wording carried from elsewhere

The increase in Segment operating income and Segment operating margin was primarily driven by pricing and productivity improvements in excess of inflation and investment spending, the contribution to operating income from recent acquisition activity, and lower acquisition, integration and restructuring expenses. These increases were partially offset by unfavorable volume/product mix and unfavorable foreign currency exchange rate movements.

Current report — wording carried from elsewhere

The Term Facility requires quarterly principal payments through its maturity on November 18, 2026. Future payments total $3.1 million for the remainder of 2024, $21.9 million due in 2025, and $190.6 million due in 2026. We repaid $9.4 million of principal on the Term Facility during the nine months ended September 30, 2024.

Current report — wording carried from elsewhere

The 3.550% Senior Notes, 5.411% Senior Notes, and 5.600% Senior Notes are senior unsecured obligations of Allegion US Hold Co and rank equally with all of Allegion US Hold Co’s existing and future senior unsecured and unsubordinated indebtedness. The guarantee of the 3.550% Senior Notes, the 5.411% Senior Notes and the 5.600% Senior Notes is the senior unsecured obligation of Allegion plc and ranks equally with all of the Company’s existing and future senior unsecured and unsubordinated indebtedness. The 3.500% Senior Notes are senior unsecured obligations of Allegion plc, are guaranteed by Allegion US Hold Co and rank equally with all of the Company’s existing and future senior unsecured indebtedness. As of September 30, 2024, the company was in compliance with all applicable covenants under the Senior Notes.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

The increase in Net revenues was driven by higher volumes, improved pricing across our major businesses, and the acquisitions made during the year, which was partially offset by unfavorable foreign currency exchange rate movements.

Previous report — wording carried elsewhere

The increase in Net revenues was driven by improved pricing and acquisition activity, partially offset by lower volumes and unfavorable currency exchange rate movements.