SMITH A O CORP 10-K

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 42) The Board of Directors and Stockholders A. O. Smith Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of A. O. Smith Corporation (the Company) as of December 31, 2022 and 2021, the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 14, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 28 Table of Contents Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. Product Warranty Liability Valuation Description of the Matter At December 31, 2022, the Company’s product warranty liability was $182.5 million. As discussed in Note 1 of the consolidated financial statements, the Company records a liability for the expected cost of warranty-related claims at the time of sale. The product warranty liability is estimated based upon warranty loss experience using actual historical failure rates and estimated cost of product replacement. Products generally carry warranties from one to twelve years. The Company performs separate warranty calculations based on the product type and the warranty term and aggregates them. Auditing the product warranty liability was complex due to the judgmental nature of the warranty loss experience assumptions, including the estimated product failure rate and the estimated cost of product replacement. In particular, it is possible that future product failure rates may not be reflective of historical product failure rates, or that a product quality issue has not yet been identified as of the financial statement date. Additionally, the cost of product replacement could differ from estimates due to fluctuations in the replacement cost of the product. How We Addressed the Matter in our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s product warranty liability calculation. For example, we tested controls over management’s review of the product warranty liability calculation, including the significant assumptions and the data inputs to the calculation. To test the Company’s calculation of the product warranty liability, our audit procedures included, among others, evaluating the methodology used, and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We tested the validity and categorization of claims by product type and warranty period within the calculation and tested the completeness and accuracy of the claims data. We recalculated the historical failure rates using actual claims data. We compared the estimated cost of replacement included in the product warranty liability with the current costs to manufacture a comparable product and assessed the impact of projected changes in significant product costs. We also analyzed current year claims data to identify changes in failure trends and assessed the historical accuracy of the prior year liability. Further, we inquired of operational and quality control personnel regarding quality issues and trends. /s/ Ernst & Young LLP We have served as A. O. Smith Corporation’s auditor since 1917. Milwaukee, Wisconsin February 14, 2023 29 Table of Contents CONSOLIDATED BALANCE SHEETS December 31 (dollars in millions) 2022 2021 Assets Current Assets Cash and cash equivalents $ 391.2 $ 443.3 Marketable securities 90.6 188.1 Receivables 581.2 634.4 Inventories 516.4 447.7 Other current assets 54.3 39.1 Total Current Assets 1,633.7 1,752.6 Net property, plant and equipment 590.7 606.7 Goodwill 619.7 627.8 Other intangibles 347.9 364.8 Operating lease assets 29.8 32.5 Other assets 110.5 90.0 Total Assets $ 3,332.3 $ 3,474.4 Liabilities Current Liabilities Trade payables $ 625.8 $ 745.9 Accrued payroll and benefits 75.7 113.4 Accrued liabilities 159.1 181.8 Product warranties 63.6 70.9 Long-term debt due within one year 10.0 6.8 Total Current Liabilities 934.2 1,118.8 Long-term debt 334.5 189.9 Product warranties 118.9 113.5 Pension liabilities 9.9 15.9 Long-term operating lease liabilities 22.4 22.3 Other liabilities 164.7 181.8 Total Liabilities 1,584.6 1,642.2 Commitments and contingencies — — Stockholders’ Equity Preferred Stock — — Class A Common Stock (shares issued 26,035,656 and 26,104,441 as of December 31, 2022 and 2021, respectively) 130.2 130.5 Common Stock (shares issued 164,671,938 and 164,603,153 as of December 31, 2022 and 2021, respectively) 164.7 164.7 Capital in excess of par value 555.9 545.2 Retained earnings 2,885.0 2,826.6 Accumulated other comprehensive loss ( 82.4 ) ( 331.4 ) Treasury stock at cost ( 1,905.7 ) ( 1,503.4 ) Total Stockholders’ Equity 1,747.7 1,832.2 Total Liabilities and Stockholders’ Equity $ 3,332.3 $ 3,474.4 See accompanying notes which are an integral part of these statements. 30 Table of Contents CONSOLIDATED STATEMENT OF EARNINGS Years ended December 31 (dollars in millions, except per share amounts) 2022 2021 2020 Net sales $ 3,753.9 $ 3,538.9 $ 2,895.3 Cost of products sold 2,424.3 2,228.0 1,787.1 Gross profit 1,329.6 1,310.9 1,108.2 Selling, general and administrative expenses 670.9 701.4 660.3 Severance and restructuring expenses — — 7.7 Interest expense 9.4 4.3 7.3 Other expense (income), net 425.6 ( 20.4 ) ( 11.0 ) Earnings before provision for income taxes 223.7 625.6 443.9 (Benefit from) provision for income taxes ( 12.0 ) 138.5 99.0 Net Earnings $ 235.7 $ 487.1 $ 344.9 Net Earnings Per Share of Common Stock (1) $ 1.52 $ 3.05 $ 2.13 Diluted Net Earnings Per Share of Common Stock (1) $ 1.51 $ 3.02 $ 2.12 (1) Earnings per share amounts are calculated discretely and, therefore, may not add up to the total due to rounding. CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS Years ended December 31 (dollars in millions) 2022 2021 2020 Net Earnings $ 235.7 $ 487.1 $ 344.9 Other comprehensive earnings (loss) Foreign currency translation adjustments ( 39.4 ) 3.4 18.1 Unrealized net gain on cash flow derivative instruments, less related income tax provision of $( 1.4 ) in 2022, $ — in 2021 and $( 0.1 ) in 2020 4.3 — 0.4 Change in pension liability less related income tax (provision) benefit of $( 179.0 ) in 2022 $ 4.5 in 2021 and $( 2.8 ) in 2020 284.1 ( 13.6 ) 8.6 Comprehensive Earnings $ 484.7 $ 476.9 $ 372.0 See accompanying notes which are an integral part of these statements. 31 Table of Contents CONSOLIDATED STATEMENT OF CASH FLOWS Years ended December 31 (dollars in millions) 2022 2021 2020 Operating Activities Net earnings $ 235.7 $ 487.1 $ 344.9 Adjustments to reconcile earnings to cash provided by (used in) operating activities: Depreciation and amortization 76.9 77.9 80.0 Stock based compensation expense 11.1 11.9 12.7 Pension settlement expense 417.3 — — Pension settlement non-cash taxes ( 167.7 ) — — Net changes in operating assets and liabilities, net of acquisitions: Current assets and liabilities ( 194.1 ) 90.8 130.4 Noncurrent assets and liabilities 12.2 ( 26.6 ) ( 5.9 ) Cash Provided by Operating Activities 391.4 641.1 562.1 Investing Activities Acquisitions of businesses ( 8.0 ) ( 207.6 ) — Investments in marketable securities ( 91.6 ) ( 185.4 ) ( 157.4 ) Proceeds from sales of marketable securities 178.0 118.2 226.0 Capital expenditures ( 70.3 ) ( 75.1 ) ( 56.8 ) Cash Provided by (Used in) Investing Activities 8.1 ( 349.9 ) 11.8 Financing Activities Long-term debt incurred (repaid) 150.6 83.5 ( 170.8 ) Common stock repurchases ( 403.5 ) ( 366.5 ) ( 56.7 ) Net (payments) proceeds from stock option activity ( 0.7 ) 32.1 11.4 Dividends paid ( 177.2 ) ( 170.1 ) ( 158.7 ) Cash Used in Financing Activities ( 430.8 ) ( 421.0 ) ( 374.8 ) Effect of exchange rate changes on cash and cash equivalents ( 20.8 ) — — Net (decrease) increase in cash and cash equivalents ( 52.1 ) ( 129.8 ) 199.1 Cash and cash equivalents-beginning of year 443.3 573.1 374.0 Cash and Cash Equivalents-End of Year $ 391.2 $ 443.3 $ 573.1 See accompanying notes, which are an integral part of these statements. 32 Table of Contents CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY Years ended December 31 (dollars in millions) 2022 2021 2020 Class A Common Stock Balance at the beginning of the year $ 130.5 $ 130.8 $ 130.9 Conversion of Class A Common Stock ( 0.3 ) ( 0.3 ) ( 0.1 ) Balance at the end of the year $ 130.2 $ 130.5 $ 130.8 Common Stock Balance at the beginning of the year $ 164.7 $ 164.6 $ 164.5 Conversion of Class A Common Stock — 0.1 0.1 Balance at the end of the year $ 164.7 $ 164.7 $ 164.6 Capital in Excess of Par Value Balance at the beginning of the year $ 545.2 $ 520.4 $ 509.0 Conversion of Class A Common Stock 0.3 0.3 0.1 Issuance of share units ( 6.0 ) ( 5.6 ) ( 6.7 ) Vesting of share units ( 3.0 ) ( 2.2 ) ( 1.8 ) Stock based compensation expense 11.1 10.3 12.4 Exercises of stock options 1.3 15.4 0.1 Stock incentives 7.0 6.6 7.3 Balance at the end of the year $ 555.9 $ 545.2 $ 520.4 Retained Earnings Balance at the beginning of the year $ 2,826.6 $ 2,509.6 $ 2,323.4 Net earnings 235.7 487.1 344.9 Dividends on stock ( 177.3 ) ( 170.1 ) ( 158.7 ) Balance at the end of the year $ 2,885.0 $ 2,826.6 $ 2,509.6 Accumulated Other Comprehensive Loss Balance at the beginning of the year $ ( 331.4 ) $ ( 321.2 ) $ ( 348.3 ) Foreign currency translation adjustments ( 39.4 ) 3.4 18.1 Unrealized net gain on cash flow derivative instruments, less related income tax provision of $( 1.4 ) in 2022 $ — in 2021 and $( 0.1 ) in 2020 4.3 — 0.4 Change in pension liability less related income tax (provision) benefit of $( 179.0 ) in 2022, $ 4.5 in 2021 and $( 2.8 ) in 2020 284.1 ( 13.6 ) 8.6 Balance at the end of the year $ ( 82.4 ) $ ( 331.4 ) $ ( 321.2 ) Treasury Stock Balance at the beginning of the year $ ( 1,503.4 ) $ ( 1,155.9 ) $ ( 1,112.7 ) Exercise of stock options, net of 47,309 , 34,679 and 35,467 shares surrendered as proceeds and to pay taxes in 2022, 2021 and 2020, respectively ( 2.1 ) 16.5 11.3 Stock incentives and directors’ compensation 0.3 0.3 0.4 Shares repurchased ( 403.5 ) ( 366.5 ) ( 56.7 ) Vesting of share units 3.0 2.2 1.8 Balance at the end of the year $ ( 1,905.7 ) $ ( 1,503.4 ) $ ( 1,155.9 ) Total Stockholders’ Equity $ 1,747.7 $ 1,832.2 $ 1,848.3 See accompanying notes which are an integral part of these statements. 33 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Significant Accounting Policies Organization. A. O. Smith Corporation (A. O. Smith or the Company) is comprised of two reporting segments: North America and Rest of World. The Rest of World segment is primarily comprised of China, Europe and India. Both segments manufacture and market comprehensive lines of residential and commercial gas and electric water heaters, boilers, tanks and water treatment products. Both segments primarily manufacture and market in their respective regions of the world. Consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of intercompany transactions. Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S.) requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and notes. Actual results could differ from those estimates. Fair value of financial instruments. The carrying amounts of cash, cash equivalents, marketable securities, receivables, floating rate debt and trade payables approximated fair value as of December 31, 2022 and 2021, due to the short maturities or frequent rate resets of these instruments. The fair value of term notes with insurance companies included in Long-term debt within the consolidated balance sheets was approximately $ 120.2 million as of December 31, 2022 compared with the carrying amount of $ 136.5 million for the same date. The fair value of term notes with insurance companies was approximately $ 128.4 million as of December 31, 2021 compared with the carrying amount of $ 145.9 million. Foreign currency translation. For all subsidiaries outside the U.S., with the exception of its Barbados, Hong Kong and Mexican companies and its non-operating companies in the Netherlands, the Company uses the local currency as the functional currency. For those operations using a functional currency other than the U.S. dollar, assets and liabilities were translated into U.S. dollars at year-end exchange rates, and revenues and expenses were translated at weighted-average exchange rates. The resulting translation adjustments were recorded as a separate component of stockholders’ equity. The Barbados, Hong Kong, Mexican and non-operating Netherlands companies use the U.S. dollar as the functional currency. Gains and losses from foreign currency transactions were included in net earnings and were not significant in 2022, 2021, or 2020. Cash and cash equivalents. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Marketable securities. The Company considers all highly liquid investments with maturities greater than 90 days when purchased to be marketable securities. At December 31, 2022, the Company’s marketable securities consisted of bank time deposits with original maturities ranging from 180 days to 12 months and were primarily located at investment grade rated banks in China and Hong Kong. Inventory valuation. Inventories are carried at lower of cost or net realizable value. Cost is determined on the last-in, first-out (LIFO) method for a majority of the Company’s domestic inventories, which comprised 36 percent and 37 percent of the Company’s total inventory at December 31, 2022 and 2021, respectively. Inventories of foreign subsidiaries, the remaining domestic inventories and supplies were determined using the first-in, first-out (FIFO) method. Property, plant and equipment. Property, plant and equipment are stated at cost. Depreciation is computed primarily by the straight-line method. The estimated service lives used to compute depreciation are generally 25 to 50 years for buildings, three to 20 years for equipment and three to 15 years for software. Maintenance and repair costs are expensed as incurred. Goodwill and other intangibles. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment on an annual basis. Separable intangible assets, primarily comprised of customer relationships, that are not deemed to have an indefinite life are amortized on a straight-line basis over their estimated useful lives which range from five to 25 years. Impairment of long-lived and amortizable intangible assets. Property, plant and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets. Such analyses involves significant judgment. Product warranties. The Company’s products carry warranties that generally range from one to twelve years and are based on terms that are consistent with the market. The Company records a liability for the expected cost of warranty-related claims 34 Table of Contents 1. Organization and Significant Accounting Policies (continued) at the time of sale and is estimated based on the warranty period, product type and loss experience using actual historical failure rates and estimated costs of product replacement. The variables used in the calculation of the provision are reviewed by the Company at least annually. At times, warranty issues may arise which are beyond the scope of the Company’s historical experience. The Company provides for any such warranty issues as they become known and estimable. The allocation of the warranty liability between current and long-term is based on expected warranty claims to be paid in the next year as determined by historical product failure rates. The following table presents the Company’s product warranty liability activity in 2022 and 2021: Years ended December 31 (dollars in millions) 2022 2021 Balance at beginning of year $ 184.4 $ 142.3 Expense 64.2 81.2 Claims settled ( 66.1 ) ( 51.3 ) Acquired obligations — 12.2 Balance at end of year $ 182.5 $ 184.4 Derivative instruments. The Company utilizes certain derivative instruments to enhance its ability to manage currency as well as raw materials price risk. The Company does not enter into contracts for speculative purposes. The fair values of all derivatives are recorded in the consolidated balance sheets. The change in a derivative’s fair value is recorded each period in current earnings or accumulated other comprehensive loss (AOCL), depending on whether the derivative is designated as part of a hedge transaction and if so, the type of hedge transaction. See Note 14, “Derivative Instruments” for disclosure of the Company’s derivative instruments and hedging activities. Fair Value Measurements. Accounting Standards Codification (ASC) 820 Fair Value Measurements , among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring basis or nonrecurring basis. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on the market approach which are prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Assets (liabilities) measured at fair value on a recurring basis are as follows (dollars in millions): Fair Value Measurement Using Balance Sheet Location December 31, 2022 December 31, 2021 Quoted prices in active markets for identical assets (Level 1) Marketable Securities $ 90.6 $ 188.1 Significant other observable inputs (Level 2) Other current assets / Accrued liabilities 6.5 ( 0.7 ) There were no changes in the valuation techniques used to measure fair values on a recurring basis. Revenue recognition. Substantially all of the Company’s sales are from contracts with customers for the purchase of its products. Contracts and customer purchase orders are used to determine the existence of a sales contract. Shipping documents are used to verify shipment. For substantially all of its products, the Company transfers control of products to the customer at the point in time when title and risk are passed to the customer, which generally occurs upon shipment of the product. See Note 2, “Revenue Recognition” for disclosure of the Company’s revenue recognition activities. Advertising. The majority of advertising costs are charged to operations as incurred and totaled $ 100.4 million, $ 107.0 million and $ 97.0 million during 2022, 2021 and 2020, respectively. Included in total advertising costs are expenses associated with store displays for water heater, water treatment products, range hood and cook tops in China that are amortized over 12 to 48 months which totaled $ 17.2 million, $ 25.2 million and $ 27.0 million during 2022, 2021 and 2020, respectively. 35 Table of Contents 1. Organization and Significant Accounting Policies (continued) Research and development. Research and development costs are charged to operations as incurred and amounted to $ 89.0 million, $ 94.2 million and $ 80.7 million during 2022, 2021 and 2020, respectively. Environmental costs. The Company accrues for costs associated with environmental obligations when such costs are probable and reasonably estimable. Costs of estimated future expenditures are not discounted to their present value. Recoveries of environmental costs from other parties are recorded as assets when their receipt is considered probable. The accruals are adjusted as facts and circumstances change. Stock-based compensation. Compensation cost is recognized using the straight-line method over the vesting period of the award and forfeitures are recognized as they occur. In accordance with amended ASC 718, the Company recognized $ 1.1 million, $ 5.6 million, and $ 4.2 million of discrete income tax benefits on settled stock based compensation awards during 2022, 2021, and 2020 respectively. Income taxes. The provision for income taxes is computed using the asset and liability method, in accordance with ASC 740 Income Taxes , under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled and are classified as noncurrent in the consolidated balance sheet. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement. Earnings per share of common stock. The Company is not required to use the two-class method of calculating earnings per share since its Class A Common Stock and Common Stock have equal dividend rights. The numerator for the calculation of basic and diluted earnings per share is net earnings. The following table sets forth the computation of basic and diluted weighted-average shares used in the earnings per share calculations: 2022 2021 2020 Denominator for basic earnings per share - weighted-average shares outstanding 154,786,327 159,906,834 161,530,589 Effect of dilutive stock options, restricted stock and share units 993,037 1,413,068 1,073,560 Denominator for diluted earnings per share 155,779,364 161,319,902 162,604,149 Recent Accounting Pronouncements. In November 2021, the Financial Accounting Standards Board (FASB) amended ASC 832, Government Assistance (issued under Accounting Standards Update (ASU) 2021-10, “Disclosures by Business Entities about Government Assistance”). This amendment requires disclosures that are expected to increase the transparency of transactions with a government accounted for by applying a grant or contribution accounting model by analogy, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The Company adopted the amendment on January 1, 2022, and the adoption of ASU 2021-10 did not impact its annual disclosures, consolidated balance sheets, statements of earnings or statements of cash flows. 2. Revenue Recognition Substantially all of the Company’s sales are from contracts with customers for the purchase of its products. Contracts and customer purchase orders are used to determine the existence of a sales contract. Shipping documents are used to verify shipment. For substantially all of its products, the Company transfers control of products to the customer at the point in time when title and risk are passed to the customer, which generally occurs upon shipment of the product. Each unit sold is considered an independent, unbundled performance obligation. The Company’s sales arrangements do not include other performance obligations that are material in the context of the contract. The nature, timing and amount of revenue for a respective performance obligation are consistent for each customer. The Company measures the sales transaction price based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Sales and value added taxes are excluded from the measurement of the transaction price. The Company’s payment terms for the majority of its customers are 30 to 90 days from shipment. 36 Table of Contents 2. Revenue Recognition (continued) Additionally, certain customers in China pay the Company prior to the shipment of products resulting in a customer deposits liability of $ 85.7 million and $ 155.2 million at December 31, 2022 and December 31, 2021, respectively. Customer deposit liabilities are short term in nature, recognized into revenue within one year of receipt. The Company assesses the collectability of customer receivables based on the creditworthiness of a customer as determined by credit checks and analysis, as well as the customer’s payment history. In determining the allowance for credit losses, the Company also considers various factors including the aging of customer accounts and historical write-offs. In addition, the Company monitors other risk factors including forward-looking information when establishing adequate allowances for credit losses, which reflects the current estimate of credit losses expected to be incurred over the life of the receivables. The Company’s allowance for credit losses was $ 9.5 million at both December 31, 2022 and December 31, 2021. Rebates and incentives are based on pricing agreements and are tied to sales volume. The amount of revenue is reduced for variable consideration related to customer rebates which are calculated using expected values and are based on program specific factors such as expected rebate percentages based on expected volumes. In situations where the customer has the right to return eligible products, the Company reduces revenue for its estimates of expected product returns, which are primarily based on an analysis of historical experience. Changes in such accruals may be required if actual sales volume differs from estimated sales volume or if future returns differ from historical experience. Shipping and handling costs billed to customers are included in net sales and the related costs are included in cost of products sold and are activities performed to fulfill the promise to transfer products. Disaggregation of Net Sales The Company is comprised of two reporting segments: North America and Rest of World. The Rest of World segment is primarily comprised of China, Europe and India. Both segments manufacture and market comprehensive lines of residential and commercial gas, heat pump and electric water heaters, boilers, tanks and water treatment products. Both segments primarily manufacture and market in their respective regions of the world. As each segment manufactures and markets products in its respective region of the world, the Company has determined that geography is the primary factor in reporting its sales. The Company further disaggregates its North America segment sales by major product line as each of North America’s major product lines is sold through distinct distribution channels and these product lines may be impacted differently by certain economic factors. Within the Rest of World segment, particularly in China and India, the Company’s major customers purchase across the Company’s product lines, utilizing the same distribution channels regardless of product type. In addition, the impact of economic factors is unlikely to be differentiated by product line in the Rest of World segment. The North America segment's major product lines are defined as the following: Water heaters The Company’s water heaters are open water heating systems that heat potable water. Typical applications for water heaters include residences, restaurants, hotels, office buildings, laundries, car washes and small businesses. The Company sells residential and commercial water heater products and related parts through its wholesale distribution channel, which includes more than 1,000 independent wholesale plumbing distributors. The Company also sells residential water heaters and related parts through retail and maintenance, repair and operations (MRO) channels. A significant portion of the Company’s water heater sales in the North America segment is derived from the replacement of existing products. Boilers The Company’s boilers are closed loop water heating systems used primarily for space heating or hydronic heating. The Company’s boilers are primarily used in applications in commercial settings for hospitals, schools, hotels and other large commercial buildings while residential boilers are used in homes, apartments and condominiums. The Company’s boiler distribution channel is comprised primarily of manufacturer representative firms, with the remainder of its boilers distributed through wholesale channels. The Company’s boiler sales in the North America segment are derived from a combination of replacement of existing products and new construction. Water treatment products The Company’s water treatment products range from point-of-entry water softeners, solutions for problem well water, and whole-home water filtration products to on-the-go filtration bottles and point-of-use carbon and reverse osmosis products. Typical applications for the Company’s water treatment products include residences, restaurants, hotels and offices. The Company sells water treatment products through its retail and wholesale distribution channels, similar to water heater products and related parts. The Company’s water treatment products are also sold through independent water quality dealers as well as directly to consumers including through e-commerce sales channels. A portion of the Company’s sales of water treatment products in the North America segment is comprised of replacement filters. 37 Table of Contents 2. Revenue Recognition (continued) The following table disaggregates the Company’s net sales by segment. As described above, the Company’s North America segment sales are further disaggregated by major product line. In addition, the Company’s Rest of World segment sales are disaggregated by China and all other Rest of World. Years ended December 31 (dollars in millions) 2022 2021 2020 North America Water heaters and related parts (1) $ 2,325.1 $ 2,115.9 $ 1,753.9 Boilers and related parts 272.0 212.1 187.2 Water treatment products 222.0 201.5 177.2 Total North America 2,819.1 2,529.5 2,118.3 Rest of World China $ 839.1 $ 922.4 $ 701.0 All other Rest of World 126.7 114.1 99.3 Total Rest of World 965.8 1,036.5 800.3 Inter-segment sales ( 31.0 ) ( 27.1 ) ( 23.3 ) Total Net Sales $ 3,753.9 $ 3,538.9 $ 2,895.3 (1) Includes the results of Giant Factories, Inc. (Giant) from October 19, 2021, the date of acquisition. 3. Acquisitions On October 19, 2021, the Company acquired 100 percent of the shares and related assets of Giant, a Canada-based manufacturer of residential and commercial water heaters for $ 198.6 million, net of cash acquired. The Company paid $ 2.5 million of the purchase price in the second quarter of 2022 as a result of final working capital adjustments. The Company incurred acquisition costs of approximately $ 1.3 million in 2021. Under the Giant purchase agreement, approximately $ 8 million of the purchase price was set aside as an escrow to satisfy any potential obligations of the former owners of Giant, should they arise. The Company expects to pay out the escrow during the second quarter of 2023. The allocation of the purchase price to goodwill decreased by $ 4.3 million in 2022 due to the net impact of a measurement period adjustment, primarily related to income tax matters, partially offset by the final working capital adjustment. The addition of Giant increased the Company's North America market penetration, created additional capacity and enhanced the Company's distribution capabilities. Giant is included in the North America segment. The following table summarizes the allocation of fair value of the assets acquired and liabilities assumed at the date of acquisition. Of the $ 53.8 million of acquired identifiable intangible assets, $ 43.9 million was assigned to trademarks that are not subject to amortization and $ 9.2 million was assigned to customer relationships which are amortized over 22 years, and the remaining $ 0.7 million was assigned to non-compete agreements which are amortized over five years . The excess of the acquisition purchase price over the fair value assigned to the assets acquired and liabilities assumed was recorded as goodwill. The following table summarizes the estimated fair values of Giant's assets acquired and liabilities assumed at the date of acquisition: October 19, 2021 (dollars in millions) Current assets, net of cash acquired $ 60.1 Property, plant and equipment 55.8 Intangible assets 53.8 Goodwill 77.6 Total assets acquired 247.3 Current liabilities ( 39.2 ) Long Term liabilities ( 9.5 ) Net assets acquired $ 198.6 38 Table of Contents 3. Acquisitions (continued) During the second quarter of 2022, the Company acquired a privately-held water treatment company. The Company paid an aggregate cash purchase price of $ 5.5 million, net of cash acquired. The addition of the company acquired expands the Company's water treatment platform and is included in the North America segment for reporting purposes. During the third quarter of 2022, the Company incurred $ 4.3 million of expenses and related income tax benefit of $ 1.1 million associated with a terminated acquisition. These expenses were related to the due diligence of a prospective acquisition target and recorded within selling, general and administrative expenses in the consolidated statement of earnings. As required under ASC 805 Business Combinations , results of operations have been included in the Company’s consolidated financial statements from the date of their acquisition. 4. Leases The Company’s lease portfolio consists of operating leases for buildings and equipment, such as forklifts and copiers, primarily in the United States and China. The Company defines a lease as a contract that gives the Company the right to control the use of a physical asset for a stated term. The Company pays the lessor for that right, with a series of payments defined in the contract and a corresponding right of use operating lease asset and liability are recorded. The Company has elected not to record leases with an initial term of 12 months or less on its consolidated balance sheet. To determine balance sheet amounts, required legal payments are discounted using the Company’s incremental borrowing rate as of the inception of the lease. The incremental borrowing rate is the rate of interest that the Company would incur if it were to borrow, on a collateralized basis, an amount equal to the value of the leased item over a similar term, in a similar economic environment. Variable lease components not based on an index or rate are excluded from the measurement of the lease asset and liability and expensed as incurred for all asset classes. Certain leases include one or more options to renew or terminate. Renewal terms can extend the lease term from one to five years and options to terminate can be effective within one year . The exercise of lease renewal or termination is at the Company’s discretion and when it is determined to be reasonably certain to renew or terminate, the option is reflected in the measurement of lease asset and liability. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants or material subleases. Cash flows associated with leases are materially consistent with the expense recorded in the consolidated statement of earnings. Supplemental balance sheet information related to leases is as follows: (dollars in millions) December 31, 2022 December 31, 2021 Liabilities Short term: Accrued liabilities $ 9.9 $ 11.7 Long term: Operating lease liabilities 22.4 22.3 Total operating lease liabilities $ 32.3 $ 34.0 Less: Rent incentives and deferrals ( 2.5 ) ( 1.5 ) Assets Operating lease assets $ 29.8 $ 32.5 Lease Term and Discount Rate December 31, 2022 Weighted-average remaining lease term 6.4 years Weighted-average discount rate 3.21 % 39 Table of Contents 4. Leases (continued) The components of lease expense were as follows: (dollars in millions) Lease Expense (1) Classification Year ended December 31, 2022 Year ended December 31, 2021 Operating lease expense Cost of products sold $ 4.3 $ 3.6 Selling, general and administrative expenses 15.8 16.8 (1) Includes short-term lease expense of $ 2.1 million and variable lease expenses of $ 3.1 million for the year ended December 31, 2022 and short-term lease expense of $ 2.5 million and variable lease expenses of $ 2.3 million for the year ended December 31, 2021, respectively. Maturities of lease liabilities were as follows: (dollars in millions) December 31, 2022 2023 $ 10.6 2024 7.9 2025 5.3 2026 3.2 2027 1.7 After 2027 7.5 Total lease payments 36.2 Less: Imputed interest ( 3.9 ) Present value of operating lease liabilities $ 32.3 5. Severance and Restructuring Expenses During the year ended December 31, 2020, to align its business to market conditions, the Company recognized $ 7.7 million of pre-tax severance and restructuring expenses. These expenses were comprised of $ 6.8 million in severance costs, as well as a corresponding $ 1.4 million tax benefit and were completed in 2020. $ 2.7 million of the expense was related to the North America segment and $ 5.0 million was related to the Rest of World segment. 6. Statement of Cash Flows Supplemental cash flow information is as follows: Years ended December 31 (dollars in millions) 2022 2021 2020 Net change in current assets and liabilities, net of acquisitions: Receivables $ 42.5 $ ( 25.5 ) $ 4.5 Inventories ( 82.8 ) ( 109.5 ) 2.9 Other current assets ( 9.1 ) 4.9 4.7 Trade payables ( 89.4 ) 142.9 85.6 Accrued liabilities, including payroll and benefits ( 46.5 ) 56.3 29.3 Income taxes ( 8.8 ) 21.7 3.4 $ ( 194.1 ) $ 90.8 $ 130.4 In addition cash interest paid during the years ended December 31, 2022, 2021 and 2020 were $ 9.3 million, $ 4.2 million, and $ 7.6 million, respectively. Total cash and cash equivalents and marketable securities at December 31, 2022 and 2021 was $ 481.8 million and $ 631.4 million, respectively, of which $ 472.1 million and $ 608.0 million were held by the Company’s foreign subsidiaries, at December 31, 2022 and 2021, respectively. 40 Table of Contents 7. Inventories The following table presents the components of the Company’s inventory balances: December 31 (dollars in millions) 2022 2021 Finished products $ 174.4 $ 190.2 Work in process 42.1 42.0 Raw materials 349.2 286.3 Inventories, at FIFO cost 565.7 518.5 LIFO reserve ( 49.3 ) ( 70.8 ) Inventories, at LIFO cost $ 516.4 $ 447.7 8. Property, Plant and Equipment December 31 (dollars in millions) 2022 2021 Land $ 28.5 $ 22.9 Buildings 373.2 377.0 Equipment 822.5 805.8 Software 140.6 137.5 1,364.8 1,343.2 Accumulated depreciation and amortization ( 774.1 ) ( 736.5 ) Net property, plant, and equipment $ 590.7 $ 606.7 9. Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill during the years ended December 31, 2022 and 2021 consisted of the following: (dollars in millions) North America Rest of World Total Balance at December 31, 2020 $ 487.7 $ 59.1 $ 546.8 Currency translation adjustment ( 1.3 ) ( 0.2 ) ( 1.5 ) Acquisitions 82.5 — 82.5 Balance at December 31, 2021 568.9 58.9 627.8 Currency translation adjustment ( 7.8 ) ( 0.3 ) ( 8.1 ) Balance at December 31, 2022 $ 561.1 $ 58.6 $ 619.7 The carrying amount of other intangible assets consisted of the following: 2022 2021 December 31 (dollars in millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Amortizable intangible assets: Patents $ 3.7 $ ( 3.7 ) $ — $ 3.7 $ ( 3.7 ) $ — Customer lists 288.6 ( 164.0 ) 124.6 288.3 ( 150.8 ) 137.5 Total amortizable intangible assets 292.3 ( 167.7 ) 124.6 292.0 ( 154.5 ) 137.5 Indefinite-lived intangible assets: Trade names 223.3 — 223.3 227.3 — 227.3 Total intangible assets $ 515.6 $ ( 167.7 ) $ 347.9 $ 519.3 $ ( 154.5 ) $ 364.8 41 Table of Contents 9. Goodwill and Other Intangible Assets (continued) Amortization expenses of other intangible assets of $ 12.8 million, $ 12.3 million, and $ 14.5 million were recorded in 2022, 2021 and 2020, respectively. In the future, excluding the impact of any future acquisitions, the Company expects amortization expense of approximately $ 12.5 million annually and the intangible assets will be amortized over a weighted-average period of 12 years. The Company concluded that no goodwill impairment existed at the time of the annual impairment tests which were performed in the fourth quarters of 2022, 2021 and 2020. No impairments of other intangible assets were recorded in 2022, 2021 and 2020. 10. Debt December 31 (dollars in millions) 2022 2021 Bank credit lines, average year-end interest rates of 5.0 % for 2021 $ — $ 0.8 Revolving credit agreement borrowings, average year-end interest rates of 5.3 % for 2022 and 1.1 % for 2021 185.4 50.0 Commercial paper, average year-end interest rate of 4.6 % for 2022 22.6 — Term notes with insurance companies, expiring 2029-2034, average year-end interest rates of 3.1 % for 2022 and 3.1 % for 2021 136.5 145.9 344.5 196.7 Long-term debt due within one year ( 10.0 ) ( 6.8 ) Long-term debt $ 334.5 $ 189.9 In 2021, the Company renewed and amended its $ 500 million multi-year multi-currency revolving credit agreement with a new expiration date of April 1, 2026. The facility has an accordion provision which allows it to be increased up to $ 850 million if certain conditions (including lender approval) are satisfied. Borrowings under the Company’s bank credit lines and commercial paper borrowings are supported by the $ 500 million revolving credit agreement. At its option, the Company either maintains cash balances or pays fees for bank credit and services. The Company has fixed-rate interest expense obligations of $ 19.5 million on outstanding debt as of December 31, 2022. Scheduled maturities of long-term debt within each of the five years subsequent to December 31, 2022 are as follows: Years ending December 31 (dollars in millions) Amount 2023 $ 10.0 2024 10.0 2025 10.0 2026 236.5 2027 28.5 11. Stockholders’ Equity The Company’s authorized capital consists of three million shares of Preferred Stock $ 1 par value, 27 million shares of Class A Common Stock $ 5 par value, and 240 million shares of Common Stock $ 1 par value. The Common Stock has equal dividend rights with Class A Common Stock and is entitled, as a class, to elect one-third of the Board of Directors and has 1/10th vote per share on all other matters. Class A Common Stock is convertible to Common Stock on a one for one basis. There were 68,785 shares during 2022, 64,072 shares during 2021 and 12,372 shares during 2020, of Class A Common Stock converted into Common Stock. Regular dividends paid on the A. O. Smith Corporation Class A Common Stock and Common Stock amounted to $ 1.14 , $ 1.06 and $ 0.98 per share in 2022, 2021 and 2020, respectively. In 2022, the Board of Directors approved adding 3,500,000 shares of Common Stock to an existing discretionary share repurchase authority. Under the share repurchase program, the Common Stock may be purchased through a combination of Rule 10b5-1 automatic trading plan and discretionary purchases in accordance with applicable securities laws. The number of shares purchased and the timing of the purchases will depend on a number of factors, including share price, trading volume and general market conditions, as well as working capital requirements, general business conditions and other factors, including alternative investment opportunities. The stock repurchase authorization remains effective until terminated by the Company's Board of Directors which may occur at any time, subject to the parameters of any Rule 10b5-1 automatic trading 42 Table of Contents 11. Stockholders’ Equity (continued) plan that we may then have in effect. In 2022, the Company repurchased 6,647,895 shares at an average price of $ 60.70 per share and at a total cost of $ 403.5 million. As of December 31, 2022, there were 378,462 shares remaining on the existing repurchase authorization. In 2021, the Company repurchased 5,087,467 shares at a cost of $ 366.5 million. In 2020, the Company repurchased 1,348,391 shares at a cost of $ 56.7 million. At December 31, 2022, a total of 130,380 and 39,398,135 shares of Class A Common Stock and Common Stock, respectively, were held as treasury stock. At December 31, 2021, a total of 130,380 and 32,924,647 shares of Class A Common Stock and Common Stock, respectively, were held as treasury stock. Changes to accumulated other comprehensive loss by component are as follows: (dollars in millions) Years ended December 31, 2022 2021 Cumulative foreign currency translation Balance at beginning of period $ ( 44.7 ) $ ( 48.1 ) Other comprehensive (loss) gain before reclassifications ( 39.4 ) 3.4 Balance at end of period ( 84.1 ) ( 44.7 ) Unrealized net gain (loss) on cash flow derivatives Balance at beginning of period 0.6 0.6 Other comprehensive gain (loss) before reclassifications 7.4 ( 0.6 ) Realized (gains) losses on derivatives reclassified to cost of products sold (net of tax provision (benefit) of $ 1.0 and $( 0.2 ) in 2022 and 2021, respectively) (1) ( 3.1 ) 0.6 Balance at end of period 4.9 0.6 Pension liability Balance at beginning of period ( 287.3 ) ( 273.7 ) Other comprehensive gain (loss) before reclassifications 19.8 ( 28.6 ) Amounts reclassified from accumulated other comprehensive loss (1) 264.3 15.0 Balance at end of period ( 3.2 ) ( 287.3 ) Total accumulated other comprehensive loss, end of period $ ( 82.4 ) $ ( 331.4 ) (1) Amounts reclassified from accumulated other comprehensive loss: Realized (gains) losses on derivatives reclassified to cost of products sold $ ( 4.1 ) $ 0.8 Tax provision (benefit) 1.0 ( 0.2 ) Reclassification net of tax $ ( 3.1 ) $ 0.6 Amortization of pension items: Actuarial losses $ 437.2 (2) $ 20.3 (2) Prior year service cost ( 0.4 ) (2) ( 0.4 ) (2) 436.8 19.9 Tax benefit ( 172.5 ) ( 4.9 ) Reclassification net of tax $ 264.3 $ 15.0 (2) These accumulated other comprehensive loss components are included in the computation of net periodic benefit cost. See Note 13, “Pensions and Other Post-retirement Benefits” for additional details. 12. Stock Based Compensation The Company adopted the A. O. Smith Combined Incentive Compensation Plan (the Incentive Plan) effective January 1, 2007. The Incentive Plan was most recently reapproved by stockholders on April 15, 2020. The Incentive Plan is a continuation of the A. O. Smith Combined Executive Incentive Compensation Plan which was originally approved by stockholders in 2002. The number of shares available for granting of options or share units at December 31, 2022, was 43 Table of Contents 12. Stock Based Compensation (continued) 2,613,804 which includes 2,400,000 additional shares that were authorized on April 15, 2020 at the Company's annual meeting of stockholders. Upon stock option exercise or share unit vesting, shares are issued from treasury stock. Total stock based compensation expense recognized in 2022, 2021 and 2020 was $ 11.1 million, $ 11.9 million and $ 12.7 million, respectively. Stock Options The stock options granted in 2022, 2021 and 2020 have three year pro rata vesting from the date of grant. Stock options are issued at exercise prices equal to the fair value of the Company’s Common Stock on the date of grant. For active employees, all options granted in 2022, 2021 and 2020 expire ten years after the date of grant. The Company’s stock options are expensed ratably over the three year vesting period; however, included in the stock option expense recognized in 2022, 2021 and 2020 is expense associated with the accelerated vesting of stock option awards for certain employees who either are retirement eligible or become retirement eligible during the vesting period. Stock based compensation expense attributable to stock options for 2022, 2021 and 2020 was $ 5.5 million, $ 5.1 million and $ 6.2 million, respectively. Changes in options, all of which relate to the Company’s Common Stock, were as follows: Years Ended December 31 2022 2021 2020 Number of Options Weighted Avg. Per Share Exercise Price Number of Options Weighted Avg. Per Share Exercise Price Number of Options Weighted Avg. Per Share Exercise Price Number of shares under options: Outstanding at beginning of year 2,252,498 $ 47.73 2,785,654 $ 43.01 2,728,350 $ 37.64 Granted 322,460 74.11 368,780 60.85 798,970 42.50 Exercised (1) ( 66,697 ) 39.77 ( 889,345 ) 38.35 ( 662,215 ) 19.59 Forfeited ( 26,655 ) 61.46 ( 12,591 ) 49.18 ( 79,451 ) 48.98 Outstanding at end of year (2) 2,481,606 51.22 2,252,498 47.73 2,785,654 43.01 Exercisable at end of year (3) 1,675,552 46.88 1,191,795 45.71 1,529,464 40.35 (1) The total intrinsic value of options exercised in 2022, 2021 and 2020 was $ 1.6 million, $ 31.0 million and $ 21.3 million, respectively. (2) The weighted average remaining contractual life of options outstanding was 7 years at December 31, 2022, and 8 years at December 31, 2021 and December 31, 2020, respectively. The aggregate intrinsic value of options outstanding at December 31, 2022 was $ 22.6 million. (3) The weighted average remaining contractual life of options exercisable was 6 years at December 31, 2022, 7 years at December 31, 2021, and 6 years at December 31, 2020, respectively. The aggregate intrinsic value of options exercisable at December 31, 2022 was $ 18.9 million. Number of Options Weighted Avg. Per Share Exercise Price Nonvested options at beginning of year 1,060,703 $ 49.99 Granted 322,460 74.11 Vested ( 559,150 ) 48.73 Forfeited ( 17,959 ) 61.83 Nonvested options at end of year 806,054 60.26 44 Table of Contents 12. Stock Based Compensation (continued) The weighted-average fair value per option at the date of grant during 2022, 2021 and 2020, using the Black-Scholes option-pricing model, was $ 17.57 , $ 14.03 and $ 8.17 , respectively. Assumptions were as follows: 2022 2021 2020 Expected life (years) 5.7 5.8 5.7 Risk-free interest rate 1.9 % 1.2 % 1.5 % Dividend yield 1.5 % 1.6 % 2.1 % Expected volatility 26.8 % 27.4 % 23.7 % The expected lives of options for purposes of these models are based on historical exercise behavior. The risk-free interest rates for purposes of these models are based on the U.S. Treasury yield in effect on the date of grant for the respective expected lives of the option. The expected dividend yields for purposes of these models are based on the dividends paid in the preceding four quarters divided by the grant date market value of the Common Stock. The expected volatility for purposes of these models are based on the historical volatility of the Common Stock. Restricted Stock and Share Units Participants may also be awarded shares of restricted stock or share units under the Incentive Plan. Share units vest three years after the date of grant. The Company granted 94,731 , 104,312 and 174,420 share units under the Incentive Plan in 2022, 2021 and 2020, respectively. The share units were valued at $ 7.0 million, $ 6.4 million and $ 7.4 million at the date of issuance in 2022, 2021 and 2020, respectively, based on the price of the Company’s Common Stock at the date of grant. The share units are recognized as compensation expense ratably over the three-year vesting period; however, included in share unit expense was expense associated with accelerated vesting of share unit awards for certain employees who are retirement eligible or will become retirement eligible during the vesting period. Stock based compensation expense attributable to share units of $ 5.6 million, $ 6.8 million and $ 6.5 million was recognized in 2022, 2021 and 2020, respectively. Certain non-U.S.-based employees receive the cash value of the share price at the vesting date in lieu of shares. Unvested cash-settled awards are remeasured at each reporting period. A summary of share unit activity under the Incentive Plan is as follows: Number of Units Weighted-Average Grant Date Value Issued and unvested at January 1, 2021 421,138 $ 47.28 Granted 94,731 73.40 Vested ( 126,631 ) 49.49 Forfeited ( 9,319 ) 56.28 Issued and unvested at December 31, 2022 379,919 52.92 45 Table of Contents 13. Pension and Other Post-retirement Benefits The Company provides retirement benefits for all U.S. employees including benefits for employees of previously owned businesses which were earned up to the date of sale. The Company also has two foreign pension plans, neither of which is material to the Company’s financial position. The Company has a defined contribution plan which matches 100 percent of the first one percent of contributions made by participating employees and matches 50 percent of the next five percent of employee contributions. In addition, the Company has defined contribution plans for certain hourly employees which provide for matching Company contributions. The Company had a defined benefit plan for salaried employees and its non-union hourly workforce. In 2009, the Company announced U.S. employees hired after January 1, 2010, would not participate in the defined benefit plan, and benefit accruals for the majority of current salaried and hourly employees sunset on December 31, 2014. An additional Company contribution is made to the defined contribution plan in lieu of benefits earned in a defined benefit plan. The Company also has defined benefit and contribution plans for certain union hourly employees. The Company has unfunded defined-benefit post-retirement plans covering certain hourly and salaried employees that provide medical and life insurance benefits from retirement to age 65 . Certain hourly employees retiring after January 1, 1996, are subject to a maximum annual benefit and salaried employees hired after December 31, 1993, are not eligible for post-retirement medical benefits. In 2021, the Company's Board of Directors approved the termination of the defined benefit pension plan (the Plan) with a termination date of December 31, 2021. The Plan represented over 95 percent of the Company's pension plan liability. In the second quarter of 2022, the Company received a determination letter from the Internal Revenue Service (IRS) that allowed the Company to proceed with the termination process. In the fourth quarter of 2022, the Company settled approximately $ 169 million of Plan liabilities through lump-sum payments from existing plan assets to eligible participants who elected to receive them and settled approximately $ 463 million of Plan liabilities by entering into an agreement to purchase annuities from Mass Mutual Life Insurance Company (MML). The irrevocable agreement with MML covers approximately 7,000 active and former employees and their beneficiaries, with MML assuming the future annuity payments for these individuals commencing March 1, 2023. These settlements resulted in $ 417.3 million of pretax expense in 2022, partially offset by approximately $ 167.7 million in related tax benefits. Obligations and Funded Status Pension and Post-retirement Disclosure Information The following tables present the changes in benefit obligations, plan assets and funded status for domestic pension and post-retirement plans and the components of net periodic benefit costs. 46 Table of Contents 13. Pension and Other Post-retirement Benefits (continued) Pension Benefits Post-retirement Benefits Years ended December 31 (dollars in millions) 2022 2021 2022 2021 Accumulated benefit obligation (ABO) at December 31 $ ( 27.7 ) $ ( 841.2 ) N/A N/A Change in projected benefit obligations (PBO) PBO at beginning of year $ ( 842.1 ) $ ( 869.8 ) $ ( 2.2 ) $ ( 5.9 ) Service cost ( 1.4 ) ( 1.6 ) — — Interest cost ( 14.5 ) ( 14.5 ) ( 0.1 ) ( 0.1 ) Participant contributions — — ( 0.1 ) ( 0.1 ) Plan amendments — — — — Actuarial gain (loss) including assumption changes 147.6 ( 9.0 ) ( 0.2 ) 0.6 Benefits paid 219.3 52.8 0.9 3.3 Transfer to insurer 462.8 — — — PBO at end of year $ ( 28.3 ) $ ( 842.1 ) $ ( 1.7 ) $ ( 2.2 ) Change in fair value of plan assets Plan assets at beginning of year $ 825.9 $ 858.8 $ — $ — Actual return on plan assets ( 99.1 ) 18.9 — — Contribution by the Company 0.5 1.0 0.8 3.2 Participant contributions — — 0.1 0.1 Benefits paid ( 219.3 ) ( 52.8 ) ( 0.9 ) ( 3.3 ) Transfer to insurer ( 462.8 ) — — — Plan assets at end of year $ 45.2 $ 825.9 $ — $ — Funded status $ 16.9 $ ( 16.2 ) $ ( 1.7 ) $ ( 2.2 ) Amount recognized in the balance sheet Noncurrent assets $ 27.1 $ — $ — $ — Current liabilities ( 0.5 ) ( 0.5 ) ( 0.2 ) ( 0.2 ) Non-current liabilities ( 9.7 ) ( 15.7 ) ( 1.5 ) ( 2.0 ) Net pension asset (liability) at end of year $ 16.9 * $ ( 16.2 ) * $ ( 1.7 ) $ ( 2.2 ) Amounts recognized in accumulated other comprehensive loss before tax Net actuarial loss $ 5.2 $ 469.7 $ 0.2 $ — Prior service cost 2.1 1.4 ( 2.3 ) ( 2.8 ) Total recognized in accumulated other comprehensive loss $ 7.3 $ 471.1 $ ( 2.1 ) $ ( 2.8 ) *In addition, the Company has a liability for a foreign pension plan of $ 0.3 million and $ 0.2 million at December 31, 2022 and 2021, respectively. The actuarial loss in the current year for both the pension and post-retirement benefit plans was primarily due to the change in the discount rate. 47 Table of Contents 13. Pension and Other Post-retirement Benefits (continued) Pension Benefits Post-retirement Benefits Years ended December 31 (dollars in millions) 2022 2021 2020 2022 2021 2020 Net periodic cost (benefit) Service cost $ 1.4 $ 1.6 $ 1.5 $ — $ — $ — Interest cost 14.5 14.5 23.0 0.1 0.1 0.1 Expected return on plan assets ( 21.5 ) ( 48.0 ) ( 51.9 ) — — — Amortization of unrecognized: Net actuarial loss 19.9 20.3 20.2 — — — Prior service cost ( 0.4 ) ( 0.4 ) ( 0.4 ) ( 0.5 ) ( 0.5 ) ( 0.5 ) Defined-benefit plan income 13.9 ( 12.0 ) ( 7.6 ) ( 0.4 ) ( 0.4 ) $ ( 0.4 ) Settlements, curtailments and other one-time charges 417.3 — 2.5 — — ( 0.5 ) Various U.S. defined contribution plans cost 15.3 14.6 14.4 — — — $ 446.5 $ 2.6 $ 9.3 $ ( 0.4 ) $ ( 0.4 ) $ ( 0.9 ) Other changes in plan assets and projected benefit obligation recognized in other comprehensive loss Net actuarial (gain) loss $ ( 27.0 ) $ 38.1 $ 11.7 $ 0.2 $ ( 0.6 ) $ 0.8 Amortization of net actuarial loss ( 19.9 ) ( 20.3 ) ( 22.8 ) — — — Settlement loss ( 417.3 ) — — — — — Prior service credit — — — — — ( 2.0 ) Amortization of prior service cost 0.4 0.4 0.4 0.5 0.5 0.5 Total recognized in other comprehensive loss ( 463.8 ) 18.2 ( 10.7 ) 0.7 ( 0.1 ) ( 0.7 ) Total recognized in net periodic (benefit) cost and other comprehensive loss $ ( 32.6 ) $ 6.2 $ ( 15.8 ) $ 0.3 $ ( 0.5 ) $ ( 1.6 ) The 2022 and 2021 after tax adjustments for additional minimum pension liability resulted in other comprehensive gain (loss) of $ 284.1 million and $( 13.6 ) million, respectively. Actuarial assumptions used to determine benefit obligations at December 31 are as follows: Pension Benefits Post-retirement Benefits 2022 2021 2022 2021 Discount rate 5.13 % 2.72 % 5.02 % 2.43 % Actuarial assumptions used to determine net periodic benefit cost for the year ended December 31 are as follows: Pension Benefits Post-retirement Benefits Years ended December 31 2022 2021 2020 2022 2021 2020 Discount rate 2.80 % 2.47 % 3.18 % 2.44 % 2.05 % 2.95 % Expected long-term return on plan assets 3.12 % 6.25 % 6.75 % N/A N/A N/A Rate of compensation increase 4.00 % 4.00 % 4.00 % N/A 4.00 % 4.00 % Assumed health care cost trend rates Assumed health care cost trend rates as of December 31 are as follows: 2022 (1) 2021 Health care cost trend rate assumed for next year N/A 7.00 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) N/A 5.00 % Year that the rate reaches the ultimate trend rate N/A 2029 (1) Health care inflation assumptions are no longer needed as all remaining retiree medical benefits are fixed subsidies or reimbursements. 48 Table of Contents 13. Pension and Other Post-retirement Benefits (continued) Plan Assets The Company’s pension plan weighted asset allocations as of December 31 by asset category are as follows: Asset Category 2022 2021 Equity securities 8 % 1 % Debt securities 27 75 Private equity 5 1 Cash 60 23 100 % 100 % The following tables present the fair value measurement of the Company’s plan assets as of December 31, 2022 and 2021 (dollars in millions): December 31, 2022 Asset Category Total Quoted Prices in Active Markets for Identical Contracts (Level 1) Significant Other Observable Inputs (Level 2) Significant Non- observable Inputs (Level 3) Short-term investments $ 26.9 $ 26.9 $ — $ — Equity securities Common stocks 3.7 3.7 — — Fixed income securities U.S. Treasury securities 8.6 8.6 — — Other fixed income securities 2.7 — 2.7 — Other types of investments Mutual funds 0.8 — 0.8 — Private equity 2.2 — — 2.2 Total fair value of plan asset investments $ 44.9 $ 39.2 $ 3.5 $ 2.2 Non-investment plan assets 0.3 Total plan assets $ 45.2 December 31, 2021 Asset Category Total Quoted Prices in Active Markets for Identical Contracts (Level 1) Significant Other Observable Inputs (Level 2) Significant Non- observable Inputs (Level 3) Short-term investments $ 182.9 $ 182.9 $ — $ — Equity securities Common stocks 3.7 3.7 — — Fixed income securities U.S. Treasury securities 52.8 52.8 — — Other fixed income securities 551.2 — 551.2 — Other types of investments Mutual funds 26.7 — 26.7 — Private equity 5.1 — — 5.1 Total fair value of plan asset investments $ 822.4 $ 239.4 $ 577.9 $ 5.1 Non-investment plan assets 3.5 Total plan assets $ 825.9 49 Table of Contents 13. Pension and Other Post-retirement Benefits (continued) The short-term investments included in the Company’s plan assets consist of cash and cash equivalents. The fair value of the remaining categories of the Company’s plan assets are valued as follows: equity securities are valued using the closing stock price on a national securities exchange, which reflects the last reported sales price on the last business day of the year; fixed income securities are valued using institutional bond quotes, which are based on various market and industry inputs; mutual funds and real estate funds are valued using the net asset value of the fund, which is based on the fair value of the underlying securities; Options are valued using the closings market value on the last day of the year; and private equity investments are valued at the estimated fair value at the previous quarter end, which is based on the proportionate share of the underlying portfolio investments. The following table presents a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2022 and 2021 (dollars in millions): Real estate funds Private equity Total Balance at December 31, 2020 $ 79.8 $ 4.9 $ 84.7 Actual (loss) return on plan assets: Relating to assets still held at the reporting date — 3.8 3.8 Relating to assets sold during the period 8.3 ( 3.1 ) 5.2 Purchases, sales and settlements ( 88.1 ) ( 0.5 ) ( 88.6 ) Balance at December 31, 2021 — 5.1 5.1 Actual return (loss) on plan assets: Relating to assets still held at the reporting date — ( 2.8 ) ( 2.8 ) Relating to assets sold during the period — ( 0.2 ) ( 0.2 ) Purchases, sales and settlements — 0.1 0.1 Balance at December 31, 2022 $ — $ 2.2 $ 2.2 The Company’s investment policies employ an approach whereby a diversified blend of equity and bond investments is used to maximize the long-term return of plan assets for a prudent level of risk. Equity investments are diversified across domestic and non-domestic stocks, as well as growth, value, and small to large capitalizations. Bond investments include corporate and government issues, with short, mid, and long-term maturities, with a focus on investment-grade when purchased. In preparation for the Plan settlement, which we completed in the fourth quarter of 2022, the target allocation to bonds managers is between 60 to 95 percent with the remainder allocated primarily to equities, private equity managers and cash. Investment and market risks are measured and monitored on an ongoing basis through regular investment portfolio reviews, annual liability measurements and periodic asset/liability studies. The Company’s actual asset allocations are in line with target allocations. The Company regularly reviews its actual asset allocation and periodically rebalances its investments to the targeted allocation when considered appropriate. There was no Company stock included in plan assets at December 31, 2022. Cash Flows The Company was not required to and did no t make any contributions in 2022 to the Plan. The Company is no t required to make a contribution in 2023. 50 Table of Contents 13. Pension and Other Post-retirement Benefits (continued) Estimated Future Payments As of December 31, 2022, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Years ended December 31 (dollars in millions) Pension Benefits Post-retirement Benefits 2023 $ 4.9 $ 0.2 2024 0.7 0.2 2025 0.8 0.2 2026 0.9 0.2 2027 5.1 0.2 2028 – 2032 9.2 0.7 14. Derivative Instruments The Company utilizes certain derivative instruments to enhance its ability to manage currency exposure as well as raw materials price risk. Derivative instruments are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into contracts for speculative purposes. The contracts are executed with major financial institutions with no credit loss anticipated for failure of the counterparties to perform. Cash Flow Hedges With the exception of its net investment hedges, the Company designates all of its hedging instruments as cash flow hedges. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), gains or losses on the derivative instrument are reported as a component of other comprehensive loss, net of tax, and are reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. Foreign Currency Forward Contracts The Company is exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. The Company utilizes foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency purchases, sales and certain intercompany transactions in the normal course of business. Principal currencies for which the Company utilizes foreign currency forward contracts include the British pound, Canadian dollar, Euro and Mexican peso. Gains and losses on these instruments are recorded in accumulated other comprehensive loss, net of tax, until the underlying transaction is recorded in earnings. When the hedged item is realized, gains or losses are reclassified from accumulated other comprehensive loss to the consolidated statement of earnings. The assessment of effectiveness for forward contracts is based on changes in the forward rates. These hedges have been determined to be effective. The majority of the amounts in accumulated other comprehensive loss for cash flow hedges are expected to be reclassified into earnings within one year . The following table summarizes, by currency, the contractual amounts of the Company’s foreign currency forward contracts that are designated as cash flow hedges: December 31 (dollars in millions) 2022 2021 Buy Sell Buy Sell British pound $ — $ — $ — $ — Canadian dollar — 76.8 — 113.4 Euro 30.2 — 24.2 — Mexican peso 15.7 — 23.8 — Total $ 45.9 $ 76.8 $ 48.0 $ 113.4 51 Table of Contents 14. Derivative Instruments (continued) Net Investment Hedges The Company enters into certain foreign currency forward contracts to hedge the exposure to a portion of the Company’s net investments in certain non-U.S. subsidiaries against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S. dollar. For the derivative instruments that are designated and qualify as net investment hedges, gains and losses are reported in other comprehensive loss where they offset gains and losses recorded on the Company’s net investments in its non-U.S. subsidiaries. These hedges are determined to be effective. The Company recognized $ 1.4 million of after tax gains and $( 0.5 ) million of after-tax losses associated with hedges of a net investment in non-U.S. subsidiaries in currency translation adjustment in other comprehensive income in 2022 and 2021, respectively. The contractual amount of the Company’s foreign currency forward contracts that are designated as net investment hedges is zero as of December 31, 2022. The following tables present the impact of derivative contracts on the Company’s financial statements. Fair value of derivatives designated as hedging instruments under ASC 815: December 31 (dollars in millions) Balance Sheet Location 2022 2021 Foreign currency contracts Other current assets $ 6.4 $ 1.7 Accrued liabilities — ( 1.6 ) Total derivatives designated as hedging instruments $ 6.4 $ 0.1 The effect of cash flow hedges on the consolidated statement of earnings: Years ended December 31 (dollars in millions): Derivatives in ASC 815 cash flow hedging relationships Amount of gain (loss) recognized in other comprehensive loss on derivatives Location of gain (loss) reclassified from accumulated other comprehensive loss into earnings Amount of gain (loss) reclassified from accumulated other comprehensive loss into earnings 2022 2021 2022 2021 Foreign currency contracts $ 9.8 $ ( 0.8 ) Cost of products sold $ 4.1 $ ( 0.8 ) Balance Sheet Hedges Foreign Exchange Contracts The Company periodically enters into foreign exchange contracts to mitigate the foreign currency volatility relative to certain intercompany loans. These foreign exchange contracts did not qualify for hedge accounting in accordance with ASC 815, and as such were marked to market through earnings. The fair value of the foreign exchange contracts was an asset balance of $ 0.1 million as of December 31, 2022 and recorded in Other current assets within the consolidated balance sheet. The fair value of the foreign exchange contracts was a liability balance of $ 0.8 million as of December 31, 2021 and recorded in Accrued liabilities within the consolidated balance sheet The following table summarizes the contractual amounts of the Company's foreign exchange contracts that are designated as balance sheet hedges: December 31 (dollars in millions) 2022 2021 Buy Sell Buy Sell Canadian dollar $ — $ 81.5 $ — $ 125.6 The amounts recognized within the consolidated statements of earnings related to the Company's foreign exchange contracts are set forth below. Years ended December 31 (dollars in millions) Derivatives not designated as hedging instruments: Location of gain within the consolidated statements of earnings 2022 2021 2020 Foreign exchange contracts Other expense (income) - net $ 1.2 $ ( 0.9 ) $ — 52 Table of Contents 15. Income Taxes The components of the (benefit from) provision for income taxes consisted of the following: Years ended December 31 (dollars in millions) 2022 2021 2020 Current: Federal $ 101.8 $ 92.2 $ 67.1 State 26.6 22.4 17.4 International 30.5 29.5 25.8 Deferred: Federal ( 136.9 ) ( 3.2 ) 5.6 State ( 34.1 ) ( 0.6 ) 2.3 International 0.1 ( 1.8 ) ( 19.2 ) $ ( 12.0 ) $ 138.5 $ 99.0 The (benefit from) provision for income taxes differs from the U.S. federal statutory rate due to the following items: Years ended December 31 2022 2021 2020 Provision at U.S. federal statutory rate (1) 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit (1) 2.7 2.8 3.5 U.S pension plan settlement expense (1) ( 29.5 ) — — International income tax rate differential—China ( 4.6 ) ( 1.6 ) ( 0.6 ) International income tax rate differential—other 3.5 0.7 0.2 Research tax credits ( 1.0 ) ( 0.4 ) ( 0.5 ) Excess tax benefit on stock compensation ( 0.5 ) ( 0.9 ) ( 0.9 ) Other 3.0 0.5 ( 0.4 ) ( 5.4 ) % 22.1 % 22.3 % (1) Included in 2022 is tax effects of the pension plan settlement expense associated with the termination of the Plan. Refer to Note 13, “Pension and Other Postretirement Benefits” for more information. A tax benefit of $ 101.9 million on the pretax expense were reflected in computed tax provision at U.S. federal statutory rate and state taxes, net of federal tax benefit for 2022. In 2022, the tax benefit of $ 65.8 million or a 29.5 % benefit related to the release of stranded tax effects in AOCL through the income statement was reflected in U.S. pension plan settlement expense. Components of earnings before income taxes were as follows: Years ended December 31 (dollars in millions) 2022 2021 2020 U.S. $ 63.9 $ 479.0 $ 407.3 International 159.8 146.6 36.6 $ 223.7 $ 625.6 $ 443.9 Our 2022 provision for income taxes included $ 167.7 million of tax benefit related to the effective settlement of the Plan, $ 101.9 million of which was the related tax effect on the pretax expense of $ 417.3 million and $ 65.8 million of which was related to the release of stranded tax effects in AOCL through the Tax Cuts and Jobs Act. Refer to Note 13, “Pension and Other Postretirement Benefits,” for more information. The Company paid income taxes of $ 175.4 million, $ 131.2 million, and $ 114.1 million in 2022, 2021 and 2020, respectively. Undistributed earnings of the Company’s foreign subsidiaries amounted to $ 647.7 million at December 31, 2022. The Company had $ 5.3 million accrued for its estimate of withholding taxes due upon repatriation of approximately $ 173.0 million of foreign earnings it considers not permanently reinvested as of December 31, 2022. The Company considers $ 474.7 million of the total undistributed earnings to be permanently reinvested as a result of various factors including imposition of statutory restrictions at certain jurisdictions that prohibit the repatriation of a portion of the earnings. 53 Table of Contents 15. Income Taxes (continued) Accordingly, no provision for state, local and foreign withholding income taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to state and local taxes, and withholding taxes payable to the various foreign countries. The Company expects to be able to take a 100 % dividend received deduction to offset any US federal income tax liability. Determination of the amount of unrecognized state and local deferred income tax liability and associated foreign withholding taxes is not practicable due to the complexities associated with its hypothetical calculation. The tax effects of temporary differences of assets and liabilities between income tax and financial reporting are as follows: December 31 (dollars in millions) 2022 2021 Assets Liabilities Assets Liabilities Employee benefits $ 13.9 $ — $ 22.6 $ — Product liability and warranties 50.7 — 52.3 — Inventories 1.4 — 7.6 — Accounts receivable 14.6 — 18.3 — Property, plant and equipment — 51.5 — 46.6 Intangibles — 66.2 — 85.2 Environmental liabilities 1.6 — 1.7 — Undistributed foreign earnings — 5.3 — 6.5 Tax loss and credit carryovers 10.1 — 8.9 — All other 14.0 — 12.9 — Valuation allowance ( 8.3 ) — ( 7.1 ) — $ 98.0 $ 123.0 $ 117.2 $ 138.3 Net liability $ 25.0 $ 21.1 The Company believes it is more likely than not that it will realize its net deferred tax assets through the reduction of future taxable income. The Company considered historical operating results in determining the probability of the realization of the deferred tax assets. A reconciliation of the beginning and ending amounts of tax loss carryovers, credit carryovers and valuation allowances is as follows: Net Operating Losses and Tax Credits Valuation Allowances December 31 (dollars in millions) 2022 2021 2022 2021 Beginning balance $ 8.9 $ 20.3 $ 7.1 $ 13.0 (Decreases) / increases 1.2 ( 11.4 ) 1.2 ( 5.9 ) Ending balance $ 10.1 $ 8.9 $ 8.3 $ 7.1 The Company has foreign net operating loss carryovers that expire in 2023 through 2028 and state and local net operating loss carryovers that expire in 2030. A reconciliation of the beginning and ending amount of unrecognized benefits is as follows: (Dollars in millions) 2022 2021 Balance at January 1 $ 14.3 $ 9.0 Additions / (decreases) for tax positions of prior years 0.7 5.3 Balance at December 31 $ 15.0 $ 14.3 The amount of unrecognized tax benefits that, if recognized, would affect the effective income tax rate is $ 2.9 million. The Company recognizes potential interest and penalties related to unrecognized tax benefits as a component of income tax expense. At December 31, 2022, there was an immaterial amount of interest and penalties accrued. The Company anticipates that there will not be a material decrease in the total amount of unrecognized tax benefits in 2023. The Company’s U.S. federal income tax returns and its U.S. state and local income tax returns are subject to audit for the years 2017-2022 and 54 Table of Contents 15. Income Taxes (continued) 2009-2022, respectively. The Company is subject to examinations in foreign tax jurisdictions for the years 2016-2022. If the examinations at certain foreign tax jurisdictions are resolved unfavorably, there could be additional assessments imposed by the relevant authorities. 16. Commitments and Contingencies Environmental Contingencies The Company is a potentially responsible party in judicial and administrative proceedings seeking to clean up sites which have been environmentally impacted. In each case, the Company has established reserves, insurance proceeds and/or a potential recovery from third parties. The Company believes any environmental claims will not have a material effect on its financial position or results of operations. Product Liability The Company is subject to various claims and pending lawsuits for product liability and other matters arising out of the conduct of the Company’s business. With respect to product liability claims, the Company has self-insured a portion of its product liability loss exposure for many years. The Company has established reserves and has insurance coverage, which it believes are adequate to cover incurred claims. For the years ended December 31, 2022 and 2021, the Company had $ 125 million of product liability insurance for individual losses in excess of $ 7.5 million. At December 31, 2022 and 2021, our reserve for product liability was $ 31.7 million and $ 35.4 million, respectively. The Company periodically reevaluates its exposure on claims and lawsuits and makes adjustments to its reserves as appropriate. The Company believes, based on current knowledge, consultation with counsel, adequate reserves and insurance coverage that the outcome of such claims and lawsuits will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. Purchase Obligations The Company utilizes blanket purchase orders to communicate expected annual requirements to many suppliers. Requirements under blanket purchase orders generally do not become committed until several weeks prior to the scheduled unit production. The purchase obligations the Company considers firm as of December 31, 2022, is $ 211.4 million, most of which will be ordered in 2023. Inventory Repurchase Arrangements The Company maintains a commercial relationship with a supply-chain service provider (the Provider) in connection with the Company’s business in China. In this capacity, the Provider offers order-entry, warehousing and logistics support. The Provider also offers asset-backed financing to certain of the Company’s distributors in China to facilitate their working capital needs. To facilitate its financing support business, the Provider has collateralized lending facilities in place with multiple Chinese banks under which the Company has agreed to repurchase inventory if both requested by the banks and certain defined conditions are met, primarily related to the aging of the distributors’ notes. The Provider is required to indemnify the Company for any losses the Company would incur in the event of an inventory repurchase under these arrangements. Potential losses under the repurchase arrangements represent the difference between the repurchase price and net proceeds from the resale of product plus costs incurred in the process, less related distributor rebates. Before considering any reduction of distributor rebate accruals of $ 1.1 million and $ 3.9 million as of December 31, 2022 and December 31, 2021, respectively, and from the resale of the related inventory, the gross amount the Company would be obligated to repurchase, which would be contingent on the default of all of the outstanding loans, was approximately $ 2.4 million and $ 7.2 million as of December 31, 2022 and December 31, 2021, respectively. The Company’s reserves for estimated losses under repurchase arrangements were immaterial as of December 31, 2022 and December 31, 2021. Legal Judgment Income On September 28, 2022, the Company received a cash judgment of $ 11.5 million from a competitor of our North America segment related to its infringement of one of the Company’s patents. The terms of the judgment resulted in pre-tax income of $ 11.5 million which is recorded as an offset to selling, general and administrative expenses and a related tax expense of $ 2.9 million. 55 Table of Contents 17. Operations by Segment The Company is comprised of two reporting segments: North America and Rest of World. The Rest of World segment is primarily comprised of China, Europe and India. Both segments manufacture and market comprehensive lines of residential and commercial gas and electric water heaters, boilers, tanks and water treatment products. Both segments primarily manufacture and market in their respective regions of the world. The accounting policies of the reportable segments are the same as those described in the “Summary of Significant Accounting Policies” outlined in Note 1. Segment earnings, defined by the Company as earnings before interest, taxes, general corporate and corporate research and development expenses, were used to measure the performance of the segments. Net Sales Earnings Years ended December 31 (dollars in millions) 2022 2021 2020 2022 (1) 2021 2020 (2) North America $ 2,819.1 $ 2,529.5 $ 2,118.3 $ 266.0 $ 590.8 $ 503.5 Rest of World 965.8 1,036.5 800.3 96.3 91.4 — Inter-segment ( 31.0 ) ( 27.1 ) ( 23.3 ) ( 0.3 ) ( 0.2 ) ( 0.3 ) Total segments – sales, segment earnings $ 3,753.9 $ 3,538.9 $ 2,895.3 $ 362.0 $ 682.0 $ 503.2 Corporate expenses ( 128.9 ) ( 52.1 ) ( 52.0 ) Interest expense ( 9.4 ) ( 4.3 ) ( 7.3 ) Earnings before income taxes 223.7 625.6 443.9 (Benefit from) provision for income taxes ( 12.0 ) 138.5 99.0 Net earnings $ 235.7 $ 487.1 $ 344.9 (1) The Company recognized a pre-tax pension settlement expense of $ 346.8 million in the North America segment and $ 70.5 million within Corporate expenses. The (benefit from) provision for income taxes includes a tax benefit of ($ 167.7 million) related to the pension settlement. For additional information, see Note 13, “Pension and Other Post-retirement Benefits.” (2) The Company recognized pre-tax severance and restructuring expenses of $ 2.7 million within the North America segment and $ 5.0 million within the Rest of World segment. For additional information, see Note 5, “Severance and Restructuring Expenses.” In 2022, sales to the Company's North America segment’s two largest customers were $ 596.4 million and $ 414.2 million which represented 16 percent and 11 percent of the Company’s net sales, respectively. In 2021, sales to the Company's North America segment’s two largest customers were $ 536.9 million and $ 401.5 million which represented 15 percent and 11 percent of the Company’s net sales, respectively. In 2020, sales to the Company's North America segment’s two largest customers were $ 471.9 million and $ 349.9 million which represented 16 percent and 12 percent of the Company’s net sales, respectively. Assets, depreciation and capital expenditures by segment Total Assets (December 31) Depreciation and Amortization (Years Ended December 31) Capital Expenditures (Years Ended December 31) (dollars in millions) 2022 2021 2020 2022 2021 2020 2022 2021 2020 North America $ 2,230.3 $ 2,181.9 $ 1,759.1 $ 55.7 $ 52.2 $ 51.5 $ 48.6 $ 48.0 $ 41.7 Rest of World 597.7 792.7 664.9 20.5 25.1 27.9 10.9 15.8 14.9 Corporate 504.3 499.8 736.7 0.7 0.6 0.6 10.8 11.3 0.2 Total $ 3,332.3 $ 3,474.4 $ 3,160.7 $ 76.9 $ 77.9 $ 80.0 $ 70.3 $ 75.1 $ 56.8 The majority of corporate assets consist of cash, cash equivalents, marketable securities and deferred income taxes. Net sales and long-lived assets by geographic location The following data by geographic area includes net sales based on product shipment destination and long-lived assets based on physical location. Long-lived assets include net property, plant and equipment, operating lease assets and other long-term assets. 56 Table of Contents 17. Operations by Segment (continued) Long-lived Assets (December 31) Net Sales (Years Ended December 31) (dollars in millions) 2022 2021 2020 2022 2021 2020 United States $ 409.8 $ 366.2 $ 355.8 United States $ 2,430.0 $ 2,239.1 $ 1,904.9 China 225.2 259.9 268.3 China 826.6 912.6 695.6 Canada 54.7 59.1 4.5 Canada 341.6 247.2 175.0 Other Foreign 41.3 44.0 43.4 Other Foreign 155.7 140.0 119.8 Total $ 731.0 $ 729.2 $ 672.0 Total $ 3,753.9 $ 3,538.9 $ 2,895.3 ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.