What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-07-29 compared with 2022-05-02 · 120 added, 82 removed, 161 unchanged (56% of the section changed)

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Both segments primarily manufacture and market in their respective region of the world.

We seek to continue to grow our core residential and commercial water heating, boiler and water treatment businesses throughout the world.

This includes focusing on acquisitions that are related to our core business.

We continue to seek acquisitions that enable geographic growth, expand our core business, and establish adjacencies.

Consistent with this strategy, we acquired Giant Factories, Inc.

(Giant), a Canada-based manufacturer of residential and commercial water heaters, on October 19, 2021, for $199 million, subject to customary adjustments, using a combination of debt and cash.

(Giant), a Canada-based manufacturer of residential and commercial water heaters using a combination of debt and cash.

The acquisition fits squarely in our core capabilities, supplements our presence in Canada and enhances our capacity and distribution in the region.

Giant contributed $32.0 million of sales and approximately $0.02 in earnings per share (EPS) to our results in the first quarter of 2022.

Giant contributed $31.0 million and $63.0 million of sales in the second quarter and first half of 2022, respectively.

Refer to Note 3, "Acquisitions" for additional information.

We will also continue to look for opportunities to add to our existing operations in high growth regions demonstrated by our previous introductions of water treatment products in India and range hoods and cooktops in China.

Our global supply chain management team continued to navigate through supply chain and logistics challenges in the first quarter of 2022.

Our global supply chain management team continued to navigate through supply chain and logistics challenges in the first half of 2022.

We have seen supply constraints for certain components and raw materials used in our operations, limited container and trucking capacity, and port congestion and delays.

In addition, while steel indices moderated as we moved into 2022, they have recently risen again, as commodity prices and availability remain volatile.

We remain in close contact with our suppliers and logistics providers to troubleshoot, manage and resolve bottlenecks, as the environment remains unpredictable, particularly with the conflict in Ukraine.

Our business also continues to experience impacts from the novel coronavirus (COVID-19) pandemic.

Omicron variant-related absenteeism negatively impacted North American production early in the first quarter.

In addition, to slow the spread of COVID-19 in China, targeted lockdowns began in certain cities late in the first quarter.

In our North America segment, after approximately eight percent growth in 2021, we expect residential industry water heater volumes will be down approximately two percent in 2022 compared with 2021 as we believe that industry demand will normalize to more historical growth rates.

We believe that commercial water heater industry volumes will be flat to slightly down in 2022 compared to 2021 as we anticipate that new construction and replacement installations will level off.

While we saw improvement in our supply chain as we closed out the second quarter, challenges still persist.

In addition, while steel indices moderated in the first half of 2022, commodity prices and availability remain volatile.

We remain in close contact with our suppliers and logistics providers to troubleshoot, manage and resolve bottlenecks, as the environment remains unpredictable.

In our North America segment, after approximately eight percent growth in 2021, we expect residential industry water heater volumes will be down approximately four to six percent in 2022 compared with 2021 as we believe that industry demand will normalize to more historical growth rates.

We saw softness in residential water heater order rates as we exited the second quarter and into July as customers right sized their inventories.

We believe that commercial water heater industry volumes will decline seven to nine percent in 2022 compared to 2021 primarily due to weakness in the commercial electric water heaters greater than 55 gallons product category.

We expect sales in 2022 will benefit from our 2021 price increases, which had a cumulative effect on our water heater prices of approximately 50 percent.

We expect to see a 18 to 20 percent increase in our sales of boilers in 2022 compared to 2021 driven by increased pricing in response to higher input cost and higher demand.

We anticipate sales of our North America water treatment products will increase 13 to 14 percent in 2022, compared to 2021, primarily driven by higher consumer demand for our point of use and point of entry water treatment systems.

In our Rest of World segment, after strong growth in 2021, we expect 2022 sales in China to be flat in local currency compared with 2021 as a result of economic headwinds from COVID-19-related lockdowns.

We assume China currency rates will stay at levels similar to 2021.

Combining all of these factors, we expect our consolidated sales to increase between 14 and 16 percent in 2022.

This guidance excludes the potential impacts from future acquisitions and assumes the COVID-19 related lockdowns in China subside during the second quarter of 2022, and that COVID-19 does not significantly impact our operations or our employees, customers or suppliers.

We expect to see an approximately 25 percent increase in our sales of boilers in 2022 compared to 2021 driven by increased pricing in response to higher input costs and higher demand.

We anticipate sales of our North America water treatment products, inclusive of acquisitions, will increase approximately 15 percent in 2022, compared to 2021, primarily driven by higher consumer demand for our point of use and point of entry water treatment systems.

In our Rest of World segment, after strong growth in 2021, we expect 2022 sales in China will be flat in local currency compared with 2021.

Our business in China continues to experience negative impacts from the novel coronavirus (COVID-19) pandemic.

To slow the spread of COVID-19 in China, targeted lockdowns began in certain cities late in the first quarter and persisted through the first half of the year.

While lockdowns have lessened in recent weeks, the situation remains unpredictable.

Combining all of these factors, we expect our consolidated sales to increase between 12 and 14 percent in 2022, which includes our acquisition of Giant adding approximately $100 million in incremental sales.

This guidance excludes the potential impacts from future acquisitions and assumes the COVID-19 related restrictions in China remain at current levels, and that COVID-19 does not significantly impact our operations or our employees, customers or suppliers.

Results of Operations

(dollars in millions) Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Net sales $ 965.9 $ 859.8 $ 1,943.6 $ 1,628.8

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Net Earnings $ 126.2 $ 118.2 $ 246.0 $ 215.9

Our sales in the first quarter of 2022 were $977.7 million, or 27.1 percent higher than 2021 first quarter sales of $769.0 million.

Compared to the prior year quarter, our sales increase was primarily driven by inflation-related pricing actions in North America as well as higher sales in China.

Our acquisition of Giant added $32.0 million of incremental sales in 2022.

In addition, our sales in China were favorably impacted by approximately $5 million in the first quarter of 2022 compared to the first quarter of 2021, due to the appreciation of the Chinese currency compared to the U.S.

Our gross profit margin in the first quarter of 2022 was 34.9 percent and declined compared to 37.5 percent in the first quarter of 2021.

The lower gross profit margin in the first quarter of 2022 was primarily due to higher steel and other material costs which outpaced our pricing actions.

Selling, general, and administrative (SG&A) expenses were $179.8 million in the first quarter of 2022 or $13.3 million higher than the first quarter of 2021.

The increase in SG&A expenses was primarily driven by higher selling expenses in North America due to higher sales compared to the prior year period.

Interest expense in the first quarter of 2022 was $1.5 million, and higher compared to $1.0 million in the first quarter of 2021 primarily due to higher debt levels.

Other expense was $3.7 million in the first quarter of 2022 compared to other income of ($5.0) million in the first quarter of 2021.

Pension expense in the first quarter of 2022 was $3.6 million compared to pension income of $2.9 million in the first quarter of 2021.

Our sales in the second quarter of 2022 were $965.9 million, or 12.3 percent higher than 2021 second quarter sales of $859.8 million.

Sales in the first six months of 2022 were $1,943.6 million, or approximately 19 percent higher than $1,628.8 million in the same period last year.

Compared to the prior year quarter and the first six months of 2021, our sales increase was primarily driven by inflation-related pricing actions implemented in 2021 in North America, partially offset by lower sales in China.

Our acquisition of Giant added $30.8 million and $62.8 million of incremental sales in the second quarter and first half of 2022, respectively.

In addition, our sales in China were negatively impacted by approximately $5 million in the second quarter of 2022 compared to the second quarter of 2021 due to the depreciation of the Chinese currency compared to the U.S.

Our gross profit margin in the second quarter of 2022 was 34.6 percent compared to gross profit margin of 37.4 percent in the prior-year period.

Gross profit margin in the first six months of 2022 was 34.8 percent compared to the gross profit margin of 37.5 percent in the first six months of 2021.

The lower gross profit margin in the second quarter and first six months of 2022 compared to the same periods last year was primarily due to higher steel and other material costs, which outpaced our pricing actions.

Selling, general, and administrative (SG&A) expenses in the second quarter of 2022 decreased by $6.4 million compared to the second quarter of 2021.

SG&A expenses increased $6.9 million in the first half of 2022 compared to the prior year period.

The decrease in SG&A expenses in the second quarter of 2022 was primarily due to lower management incentive expenses and lower engineering costs in China.

Higher selling expenses in North America primarily drove the increase in SG&A expenses in the first half of 2022 due to higher sales compared to the prior year period.

Interest expense in the second quarter of 2022 was $2.1 million compared to $0.9 million in the same period last year.

Interest expense in the first half of 2022 was $3.6 million compared to $1.9 million in the same period the previous year.

The increase in interest expense in the second quarter and first six months of 2022 compared to the same periods last year was primarily due to higher debt levels.

Other expense was $0.3 million in the second quarter of 2022 compared to other income of ($3.9) million in the second quarter of 2021.

Other expense was $4.0 million in the first half of 2022 compared to other income of ($8.9) million in the first half of 2021.

Pension expense in the second quarter of 2022 was $3.7 million compared to pension income of ($2.9) million in the second quarter of 2021.

Pension expense in the first half of 2022 was $7.3 million compared to pension income of ($5.8) million in the first half of 2021.

In 2021, our Board of Directors approved the termination of our largest defined benefit pension plan (the Plan) representing over 95 percent of our pension plan liabilities with a termination date of December 31, 2021.

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In 2022, we expect to annuitize the remaining Plan pension liability.

The Plan settlement, which we expect to complete in the fourth quarter of 2022, will accelerate the recognition of approximately $445 million, or approximately $1.73 per share, of non-cash, pre-tax pension expenses.

The Plan settlement, which we expect to complete in the fourth quarter of 2022, will accelerate the recognition of approximately $445 million of non-cash, pre-tax pension expenses, or approximately $1.73 per share.

In addition, to protect the Plan’s funded status, the Plan transferred a significant portion of its assets to lower risk investments in 2021.

The impact of this transition resulted in a lower expected rate of return on pension investments and accordingly, higher pension expenses in 2022, compared to previous years.

The service cost component of our pension income is reflected in cost of products sold and SG&A expenses.

The service cost component of our pension income

is reflected in cost of products sold and SG&A expenses.

All other components of our pension expense (income) are reflected in other expense (income).

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The valuations reflect key assumptions regarding, among other things, discount rates, expected return on plan assets, retirement ages, and years of service.

We consider current market

conditions, including changes in interest rates, in making these assumptions.

We consider current market conditions, including changes in interest rates, in making these assumptions.

Our assumption for the expected rate of return on plan assets is 3.00 percent in 2022 compared to 6.25 percent in 2021.

The discount rate used to determine net periodic pension costs increased to 2.72 percent in 2022 from 2.45 percent in 2021.

Our effective income tax rate was 23.5 percent in the first quarter of 2022, compared with 22.5 percent in the first quarter of 2021.

Our higher effective income tax rate was primarily due to a change in geographic earnings mix.

Our effective income tax rates for the second quarter and first six months of 2022 were 23.7 percent and 23.6 percent, respectively.

Our effective income tax rates for the second quarter and first six months of 2021 were 21.9 percent and 22.2 percent, respectively.

Our effective income tax rates in the second quarter and first half of 2022 were higher than the effective income tax rates in the same periods of 2021 primarily due to a change in geographic earnings mix.

We estimate that our annual effective income tax rate for the full year of 2022 will be between 23.5 and 24.0 percent.

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(dollars in millions) Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Net Sales $ 744.1 $ 603.6 $ 1,474.2 $ 1,156.5

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Segment margin 21.5 % 23.5 % 21.1 % 23.5 %

Sales in our North America segment were $730.1 million in the first quarter 2022 or $177.2 million higher than sales of $552.9 million in the first quarter of 2021.

The increased sales in the first quarter of 2022 were driven primarily by price increases, largely on water heaters, which were implemented in response to rising material and transportation costs.

The first quarter of 2022 also benefited from higher volumes of boilers and water treatment products.

Those increases were partially offset by lower commercial water heater volumes.

In addition, our acquisition of Giant added $32.0 million of incremental sales in 2022.

North America segment earnings were $151.8 million in the first quarter of 2022, an increase of 16 percent compared to segment earnings of $130.4 million in the first quarter of 2021.

Segment margins were 20.8 percent and 23.6 percent in the first quarter of 2022 and 2021, respectively.

Adjusted segment earnings and adjusted segment margin in the first quarter of 2022 were $154.4 million and 21.1 percent, respectively.

Adjusted segment earnings and adjusted segment margin in the first quarter of 2021 were $127.8 million and 23.1 percent, respectively.

Higher segment earnings in the first quarter of 2022 were primarily due to inflation-related price increases, partially offset by higher material and logistics costs.

Segment margin was lower in the first quarter of 2022 primarily due to the rise in costs outpacing pricing actions and lower commercial volumes.

We estimate our 2022 North America segment margin will be between 22.5 and 23.0 percent, excluding pension expense.

Adjusted segment earnings and adjusted segment margin in the first quarter of 2022 and 2021 exclude $2.6 million and ($2.6) million of pension expense (income), respectively.

Sales in our North America segment were $744.1 million in the second quarter of 2022 or $140.5 million higher than sales of $603.6 million in the second quarter of 2021.

Sales in the first six months of 2022 were $1,474.2 million or $317.7 million higher than sales of $1,156.5 million in the same period last year.

Higher sales in the second quarter of 2022 were primarily driven by price increases implemented in 2021, largely on water heaters, which were in response to rising material and other input costs.

The second quarter of 2022 also benefited from higher volumes of water treatment products, boilers and commercial water heaters, partially offset by lower residential water heater volumes.

The increased sales in the first half of 2022 compared to the prior year period were primarily driven by the same price increases discussed above, partially offset by lower residential and commercial water heater volumes.

In addition, our acquisition of Giant added $30.8 million and $62.8 million of incremental sales in the second quarter and first half of 2022, respectively.

North America segment earnings were $159.9 million in the second quarter of 2022, an increase of 13 percent compared to segment earnings of $141.7 million in the second quarter of 2021.

Segment earnings in the first half of 2022 were $311.7 million, an increase of 15 percent compared to segment earnings of $272.1 million in the first half of 2021.

Segment margins were 21.5 percent and 23.5 percent in the second quarter of 2022 and 2021, respectively.

Segment margins were 21.1 percent and 23.5 percent in the first half of 2022 and 2021, respectively.

Higher segment earnings in the second quarter of 2022 compared to the second quarter of 2021 were primarily due to inflation-related price increases, which were partially offset by higher material and logistics costs and lower residential water heater volumes.

Higher segment earnings in the first half of 2022 compared to the prior year period were primarily due to inflation-related price increases which were partially offset by higher material and logistics costs.

Segment margin was lower in the second quarter and the first half of 2022, primarily due to an overall increase in costs, including production inefficiencies, outpacing pricing actions.

Adjusted segment earnings and adjusted segment margin in the second quarter of 2022 were $162.5 million and 21.8 percent, respectively.

Adjusted segment earnings and adjusted segment margin in the second quarter of 2021 were $139.1 million and 23.0 percent, respectively.

Adjusted segment earnings and adjusted segment margin in the first half of 2022 were $316.9 million and 21.5 percent, respectively.

Adjusted segment earnings and adjusted segment margin in the first half of 2021 were $266.9 million and 23.1 percent, respectively.

We estimate our 2022 North America adjusted segment margin will be between 22.5 and 23.0 percent.

Adjusted segment earnings and adjusted segment margin in the second quarter of 2022 and 2021 exclude $2.6 million and ($2.6) million of pension expense (income), respectively.

Adjusted segment earnings and adjusted segment margin in the first half of 2022 and 2021 exclude $5.2 million and ($5.2) million of pension expense (income), respectively.

Rest of World Segment

(dollars in millions) Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Net Sales $ 229.9 $ 263.2 $ 485.9 $ 485.5

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Segment margin 7.9 % 8.5 % 8.8 % 7.0 %

Sales in our Rest of World segment were $256.0 million in the first quarter of 2022 or $33.7 million higher than sales of $222.3 million in the first quarter of 2021.

Sales in China increased by 15 percent in U.S.

dollar terms and 12 percent in local currency in the first quarter of 2022 compared to the first quarter of 2021.

Higher sales in China were primarily driven by favorable mix in water heaters and water treatment products and higher sales for commercial water treatment products and replacement filters compared to the first quarter of 2021.

Sales were also positively impacted by measures to distribute product into the market in advance of potential COVID-19 lockdowns in China, which have temporarily impacted transportation between impacted regions.

In addition, our first quarter of 2022 sales in China were favorably impacted by approximately $5 million, due to the appreciation of the Chinese currency compared to the U.S.

Rest of World segment earnings were $24.8 million in the first quarter of 2022, an increase of $13.0 million compared to segment earnings of $11.8 million in the first quarter of 2021.

Segment margin was 9.7 percent in the first quarter of 2022, higher than segment margin of 5.3 percent in the prior year period.

Higher segment earnings and segment margin compared to the prior year period were primarily driven by favorable mix, higher volumes and lower advertising and selling expenses in China.

Sales in the Rest of World segment were $229.9 million in the second quarter of 2022, or $33.3 million lower than sales of $263.2 million in the second quarter of 2021.

Sales in the first six months of 2022 were $485.9 million, essentially flat to the first six months of 2021.

Sales in China decreased approximately 16 percent in U.S.

dollar terms and 14 percent in local currency in the second quarter of 2022 and approximately two percent in U.S.

dollar terms and local currency in the first six months of 2022 compared to the same period last year.

Lower sales in China in the second quarter of 2022 were primarily driven by lower consumer demand due to COVID-19 related lockdowns.

In addition, our sales in China were negatively impacted by approximately $5 million in the second quarter of 2022 compared to the second quarter of 2021, due to the depreciation of the Chinese currency compared to the U.S.

Sales in India increased 79 percent in the second quarter of 2022 on strong demand, compared to the prior year quarter, which was negatively impacted by the COVID-19 pandemic.

Rest of World segment earnings were $18.1 million in the second quarter of 2022, compared to $22.3 million in the second quarter of 2021.

Segment earnings in the first six months of 2022 were $42.9 million, compared to $34.1 million in the first half of 2021.

Segment margins were 7.9 percent and 8.5 percent in the second quarter of 2022 and 2021, respectively.

Segment margins were 8.8 percent and 7.0 percent in the first half of 2022 and 2021, respectively.

Lower segment earnings in the second quarter of 2022 compared to the prior year period were largely driven by lower volumes in China, due primarily to COVID-19 related lockdowns, partially offset by lower selling, advertising, and engineering expenses.

Higher segment earnings and margin in the first half of 2022 compared to the prior year period were primarily driven by favorable mix and lower advertising and selling expenses in China.

We expect full-year segment margin to be between 9.5 and 10 percent in 2022.

We expect our consolidated sales in 2022 to increase between 14 to 16 percent compared to 2021.

Our higher expected sales are driven by pricing actions implemented in 2021 in North America and expected increased boiler and water treatment volumes within that region.

We expect our consolidated sales to increase between 12 and 14 percent in 2022, which includes our acquisition of Giant adding approximately $100 million in incremental sales.

Our higher expected sales are driven by pricing actions implemented in 2021 in North America, partially offset by lower volumes of residential water heaters.

We expect to achieve full-year earnings of between $1.56 and $1.76 per share and adjusted EPS between $3.35 and $3.55 per share.

Our 2022 guidance excludes the potential impacts from future acquisitions and assumes the COVID-19 related lockdowns in China subside during the second quarter of 2022, and that COVID-19 does not significantly impact our operations or our employees, customers or suppliers.

Our 2022 guidance excludes the potential impacts from future acquisitions and assumes the COVID-19 related lockdowns in China subside during the second half of 2022, and that COVID-19 does not significantly impact our operations or our employees, customers or suppliers.

Liquidity & Capital Resources

Our working capital was $719.3 million at March 31, 2022 compared with $633.8 million at December 31, 2021.

A majority of the increase in working capital was driven by lower accounts payable and payroll related accruals and higher inventory balances than at December 2021, which was partially offset by lower accounts receivables and cash balances.

We expect to repatriate approximately $100 million in 2022 and use the proceeds to pay down debt balances and repurchase our common stock.

(dollars in millions) Three Months Ended

Our working capital was $702.9 million at June 30, 2022 compared with $633.8 million at December 31, 2021.

A majority of the increase in working capital was driven by lower accounts payable and payroll related accruals and higher inventory balances than at December 2021, due to higher levels of safety stock on higher cost inventory which were partially offset by lower accounts receivable and cash balances.

In the first half of 2022, we repatriated approximately $120 million of cash from our foreign subsidiaries.

We used the proceeds to pay down outstanding debt balances.

(dollars in millions) Six Months Ended

Cash provided by operating activities $ 54.4 $ 196.0

Cash provided by investing activities 2.1 12.5

Cash provided by (used in) investing activities 40.9 (50.0)

Cash used in financing activities (179.2) (274.3)

Cash provided by operating activities in the first quarter of 2022 was $16.5 million compared with $104.4 million in the first quarter of 2021.

Higher earnings in the first quarter of 2022 compared with the prior year was more than offset by higher incentive payments in 2022 due to record 2021 sales and earnings and working capital cash outlays for higher levels of safety stock on higher cost inventory, led to lower cash provided by operating activities.

Our free cash flow in the first quarter of 2022 and 2021 was $3.6 million and $87.3 million, respectively.

Cash provided by operating activities in the first half of 2022 was $54.4 million compared with $196.0 million in the first half of 2021.

Cash provided by higher earnings in the first half of 2022 compared with the prior year was more than offset by lower customer deposits in China, higher incentive payments in 2022 due to record 2021 sales and earnings and additional working capital cash outlays for higher levels of safety stock on higher cost inventory.

Our free cash flow in the first half of 2022 and 2021 was $23.7 million and $165.3 million, respectively.

We expect free cash flow to be between $450 million to $500 million in 2022.

Free cash flow is a non-GAAP measure and is described in more detail in the Non-GAAP Measures section below.

Our capital expenditures were $12.9 million in the first quarter of 2022 and $17.1 million in the first quarter of 2021.

We project our 2022 capital expenditures will be between $75 and $80 million and project depreciation and amortization will be approximately $80 million.

Our capital expenditures were $30.7 million in the first half of 2022 and equal to the first half of 2021.

We project our 2022 capital expenditures, as well as depreciation and amortization, will be approximately $80 million.

In 2021, we renewed and amended our $500 million revolving credit facility, which now expires on April 1, 2026.

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Borrowing rates under the facility are determined by our leverage ratio.

The facility requires us to maintain two financial covenants, a leverage ratio test and an interest coverage test, and we were in compliance with the covenants as of March 31, 2022 and expect to be in compliance for the foreseeable future.

The facility requires us to maintain two financial covenants, a leverage ratio test and an interest coverage test, and we were in compliance with the covenants as of June 30, 2022 and expect to be in compliance for the foreseeable future.

The facility backs up commercial paper and credit line borrowings.

At March 31, 2022, we had $155.0 million outstanding under the facility and an available borrowing capacity of $345.0 million.

At June 30, 2022, we had $160.0 million outstanding under the facility and an available borrowing capacity of $340.0 million.

We believe the combination of available borrowing capacity and operating cash flows will provide sufficient funds to finance our existing operations for the foreseeable future.

Our total debt increased by $98.7 million from $196.7 million at December 31, 2021 to $295.4 million at March 31, 2022.

Our total debt increased by $101.7 million from $196.7 million at December 31, 2021 to $298.4 million at June 30, 2022.

The increase in debt balances was due to repurchases of our common stock.

Our leverage, as measured by the ratio of total debt to total capitalization, calculated excluding operating lease liabilities, was 14.0 percent at March 31, 2022, compared with 9.7 percent at December 31, 2021.

Our leverage, as measured by the ratio of total debt to total capitalization, was 14.3 percent at June 30, 2022, compared with 9.7 percent at December 31, 2021.

pension plan continues to meet all funding requirements under ERISA regulations.

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The stock repurchase authorization remains effective until terminated by our Board of Directors, which may occur at any time, subject to the parameters of any Rule 10b5-1 automatic trading plan that we may then have in effect.

During the first quarter of 2022, we repurchased 1,486,500 shares of our stock at a total cost of $107.9 million.

At March 31, 2022, we had 5,539,857 million shares remaining on the share repurchase authority.

Depending on factors such as stock price, working capital

requirements and alternative investment opportunities, we expect to spend approximately $400 million on stock repurchases in 2022 through a combination of our Rule 10b5-1 automatic trading plan and open market repurchases.

On April 11, 2022, our Board of Directors declared a regular quarterly cash dividend of $0.28 per share on our Common Stock and Class A common stock.

The dividend is payable on May 16, 2022, to shareholders of record on April 29, 2022.

During the first half of 2022, we repurchased 2,868,500 shares of our stock at a total cost of $190.4 million.

At June 30, 2022, we had 4,157,857 shares remaining on the share repurchase authority.

Depending on factors such as stock price, working capital requirements and alternative investment opportunities, we expect to spend approximately $400 million on stock repurchases in 2022 through a combination of our Rule 10b5-1 automatic trading plan and open market repurchases.

On July 11, 2022, our Board of Directors declared a regular quarterly cash dividend of $0.28 per share on our Common Stock and Class A common stock.

The dividend is payable on August 15, 2022, to shareholders of record on July 29, 2022.

Non-GAAP Financial Information

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Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Net Earnings (GAAP) $ 126.2 $ 118.2 $ 246.0 $ 215.9

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Diluted EPS (GAAP) (1)

$ 0.81 $ 0.73 $ 1.56 $ 1.33

Pension expense (income) per diluted share, before tax 0.02 (0.02) 0.04 (0.04)

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Adjusted EPS (non-GAAP) (1)

$ 0.82 $ 0.72 $ 1.59 $ 1.30

(1) Earning per share amounts are calculated discretely and, therefore, may not add up to the total due to rounding.

SMITH CORPORATION

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Three Months Ended

June 30, Six Months Ended,

2022 2021 2022 2021

Segment Earnings (GAAP)

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Three Months Ended

June 30, Six Months Ended,

2022 2021 2022 2021

Corporate Expense (GAAP) $ (10.6) $ (11.8) $ (29.0) $ (26.9)

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The following is a reconciliation of reported cash flow from operating activities to free cash flow (non-GAAP):

Three Months Ended,

Six Months Ended,

Cash provided by operating activities (GAAP) $ 54.4 $ 196.0

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The critical accounting policies that we believe could have the most significant effect on our reported results or require complex judgment by management are contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2021.

We believe that at March 31, 2022, there was no material change to this information.

We believe that at June 30, 2022, there was no material change to this information.

Recent Accounting Pronouncement

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an uneven recovery of the Chinese economy or decline in the growth rate of consumer spending or housing sales in China;

negative impact to the Company’s business in China as a result of future COVID-19 related shutdowns there;

negative impact to the Company's businesses from international tariffs, trade disputes and geopolitical differences, including the conflict in Ukraine;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis