What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-10-23 compared with 2024-07-24 · 115 added, 98 removed, 172 unchanged (55% of the section changed)

10 unchanged sentences

On July 15, 2024, we signed an agreement to acquire Pureit from Unilever for $120 million, subject to customary adjustments.

We expect to close on the acquisition by the end of 2024.

Pureit, a leading water purification business in South Asia, offers a broad range of residential water purification solutions and has annual sales of approximately USD $60 million, primarily in India.

The acquisition fits squarely in the Company’s core capabilities and doubles the Company’s market penetration in the South Asia region.

In the first quarter of 2024, we acquired Impact Water Products, a California-based water treatment company.

The acquisition fits squarely in the Company’s core capabilities and would double the Company’s market penetration in the South Asia region.

In the first quarter of 2024, we acquired Impact Water Products, a privately-held water treatment company.

The acquisition supports our growth strategy by expanding the West Coast presence of our water treatment business.

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In addition, we are expanding our commercial water heater capacity in preparation for the new efficiency rule for commercial water heaters that the Department of Energy (DOE) has adopted that will take effect in 2026.

In our North America segment, we saw strong water heater demand through June.

We believe that a prebuy ahead of our March 1 st price increase pulled forward some demand into the first half of the year and we have seen some softness in orders in July.

In our North America segment, we saw soft residential and commercial water heater order demand in the third quarter after a strong first half of the year.

We believe that a pre-buy ahead of our March 1st price increase pulled forward some demand into the first half of the year.

We also believe our third quarter order demand was negatively impacted by our improved lead times.

Those factors along with caution around softening end market demand may have driven some customers to reduce their inventory levels in the quarter.

We project 2024 industry residential unit volumes will be flat after approximately six percent growth in 2023.

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We believe that new home construction remains in a deficit and will be flat compared to 2023.

We anticipate that commercial water heater industry volumes will grow low single digits in 2024 compared to 2023 as demand for commercial electric water heaters greater than 55 gallon continues a positive trend toward pre-2022 levels.

Sales of our boilers and water treatment products were negatively impacted by elevated channel inventories in 2023.

We anticipate that commercial water heater industry volumes will be approximately flat in 2024 compared to 2023 as growth in commercial electric water heaters greater than 55 gallons will be offset by lower shipments of commercial gas water heaters.Sales of our boilers and water treatment products were negatively impacted by elevated channel inventories in 2023.

We believe that channel inventories returned to near normal levels at the beginning of 2024 for both product categories and we saw a return to growth in the second quarter.

We expect to see an eight to ten percent increase in our sales of boilers in 2024 compared to 2023 as we continue to benefit from the transition to higher efficiency boilers.

We expect our boilers sales to grow approximately eight percent in 2024 compared to 2023 as we continue to benefit from the transition to higher efficiency boilers.

We anticipate sales of our North America water treatment products will increase approximately eight to ten percent in 2024, compared to 2023, as we continue our geographic expansion.

In our Rest of World segment, we saw local currency third-party sales growth in China of four percent in the first half of 2024, however due to continued economic headwinds, we remain cautious about the second half of the year.

We project our third-party sales in China will be flat to up three percent in 2024 in local currency compared to 2023 driven by innovative new products and resilient demand for our core products.

Our guidance assumes an unfavorable currency translation impact on sales of approximately two percent in 2024.

Combining all of these factors, we expect our 2024 consolidated sales to increase between three and five percent compared to 2023.

In our Rest of World segment, after local currency third-party sales growth in China of four percent in the first half of 2024, our third quarter China sales declined 17 percent year-over-year as consumer demand headwinds were more significant than we expected.

We project our third-party sales in China to decrease six to eight percent in 2024 in local currency compared to 2023 as we expect consumer demand softness will persist through the remainder of 2024.

Combining all of these factors, we expect our 2024 consolidated sales to be approximately flat to 2023.

Our guidance excludes the impacts from potential future acquisitions.

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(dollars in millions) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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Interest expense 1.5 2.4 4.3 10.9

Other income, net (0.9) (9.0) (2.1) (13.0)

Other expense (income), net 2.6 2.5 0.5 (10.5)

Earnings before provision for income taxes 156.6 176.4 555.9 556.6

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Net Earnings $ 120.1 $ 135.4 $ 423.9 $ 419.3

Our sales in the second quarter of 2024 were $1,024.3 million, or seven percent higher than the second quarter 2023 sales of $960.8 million.

Sales in the first six months of 2024 were $2,003.1 million, or approximately four percent higher than $1,927.2 million in the same period last year.

Compared to the prior year quarter, the increased sales were primarily driven by higher volumes of residential and commercial water heaters and pricing actions in North America partially offset by approximately $8 million due to the depreciation of foreign currencies compared to the U.S.

In the first six months of 2024, our sales increased due to higher volumes of residential and commercial water heaters and pricing actions in North America and higher sales in China, partially offset by unfavorable foreign currency translations of approximately $17 million.

Our gross profit margin in the second quarter of 2024 was 38.7 percent and decreased compared to 40.0 percent in the second quarter of 2023.

Gross profit margin in the first six months of 2024 was 39.0 percent compared to the gross profit margin of 39.4 percent in the first six months of 2023.

The lower gross profit margin in the second quarter and first six months of 2024 compared to the same period last year was primarily due to higher material costs.

Selling, general, and administrative (SG&A) expenses in the second quarter of 2024 increased by $8.2 million compared to the second quarter of 2023.

SG&A expenses increased $13.2 million in the first six months of 2024 compared to the prior year.

The increase in SG&A expenses in the second quarter and first six months of 2024 compared to the prior year periods was primarily due to higher employee costs from increased wages and management incentives in addition to higher selling expenses to support our sales growth initiatives.

Impairment expense in the first six months of 2023 was $15.6 million related to the sale of our business in Turkey.

Our sales in the third quarter of 2024 were $902.6 million, or 3.7 percent lower than the third quarter 2023 sales of $937.5 million.

Sales in the first nine months of 2024 were $2,905.7 million, or 1.4 percent higher than $2,864.7 million in the same period last year.

Compared to the prior year quarter, our net sales decrease was primarily driven by lower sales in China and lower residential and commercial water heater volumes in North America, which more than offset our higher boiler sales, pricing actions, and favorable currency translation of approximately $1 million due to the appreciation of foreign currencies compared to the U.S.

Our net sales increase in the first nine months of 2024 was primarily driven by pricing actions and higher water heater and boiler sales in North America, offset by unfavorable currency translation of approximately $16 million due to the depreciation of foreign currencies compared to the U.S.

Our 2024 and 2023 acquisitions of water treatment companies in North America added approximately $6 million and $14 million of incremental net sales in the third quarter and first nine months of 2024, respectively.

Our gross profit margin in the third quarter of 2024 was 37.4 percent, a decrease compared to 38.0 percent in the third quarter of 2023.

Gross profit margin in the first nine months of 2024 was 38.5 percent compared to the gross profit margin of 38.9 percent in the first nine months of 2023.

The lower gross profit margin in the third quarter was primarily due to lower volumes and the associated negative impact on our operational efficiencies compared to the third quarter of 2023.

The lower gross profit margin in the first nine months of 2024 compared to the same period last year was primarily due to higher production costs, which outpaced our pricing actions.

Selling, general, and administrative (SG&A) expenses in the third quarter of 2024 increased by $1.7 million compared to the third quarter of 2023.

SG&A expenses increased $14.9 million in the first nine months of 2024 compared to the prior year.

The increase in SG&A expenses in the third quarter and first nine months of 2024 compared to the prior year periods was primarily due to higher employee costs from increased wages and management incentives in addition to higher selling expenses to support our sales initiatives.

Impairment expense in the first nine months of 2023 was $15.6 million related to the sale of our business in Turkey.

Of the $15.6 million impairment, $12.5 million was recorded in the Rest of World segment and $3.1 million in Corporate Expense.

There was no impairment expense recorded in the second quarter of 2024 or the first six months of 2024.

Interest expense in the second quarter of 2024 was $1.8 million compared to $4.5 million in the same period last year.

Interest expense in the first six months of 2024 was $2.8 million compared to $8.5 million in the same period the previous year.

The decrease in interest expense in the second quarter and first six months of 2024 compared to the same period last year was primarily due to lower average debt levels.

Other income, net was $0.9 million in the second quarter of 2024 compared to $9.0 million in the second quarter of 2023.

Other income, net was $2.1 million in the first six months of 2024 compared to $13.0 million in the same period last year.

The decrease in Other income, net was primarily due to the absence of non-recurring pension settlement income of $6.0 million realized in the second quarter of 2023, higher foreign currency translation losses and lower interest income.

Our effective income tax rate for the three and six months ended June 30, 2024 was 24.4 percent and 23.9 percent, respectively.

The effective income tax rate for the three and six months ended June 30, 2023 was 24.8 percent and 25.3 percent, respectively.

The change in the effective income tax rate for the three and six months ended June 30, 2024 compared to the effective income tax rate for the three and six months ended June 30, 2023 was primarily due to a change in geographical earnings mix and the $15.6 million impairment expense recorded in the prior year period with no associated tax benefit.

There was no impairment expense recorded in the first nine months of 2024.

Interest expense in the third quarter of 2024 was $1.5 million compared to $2.4 million in the same period last year.

Interest expense in the first nine months of 2024 was $4.3 million compared to $10.9 million in the same period the previous year.

The decrease in interest expense in the third quarter and first nine months of 2024 compared to the same period last year was primarily due to lower average debt levels.

Other expense (income), net was $2.6 million in the third quarter of 2024 essentially flat to the third quarter of 2023.

Other expense (income), net was $0.5 million in the first nine months of 2024 compared to ($10.5) million in the same period last year.

The decrease in Other expense (income), net in the first nine months of 2024 was primarily due to the absence of non-recurring pension settlement income of $6.0 million realized in the second quarter of 2023, higher foreign currency translation losses and lower interest income.

Our effective income tax rate for the three and nine months ended September 30, 2024 was 23.3 percent and 23.7 percent, respectively.

The effective income tax rate for the three and nine months ended September 30, 2023 was 23.2 percent and 24.7 percent, respectively.

The change in the effective income tax rate for the three months ended September 30, 2024 compared to the prior year quarter was primarily due to a change in geographical earnings mix.

The change in the effective income tax rate for the nine months ended September 30, 2024 compared to the prior year period was primarily due to a change in geographical earnings mix and the $15.6 million impairment expense recorded in the prior year period with no associated tax benefit.

We estimate that our annual effective income tax rate for the full year of 2024 will be approximately 24 percent.

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(dollars in millions) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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Segment margin 23.1 % 23.9 % 24.8 % 25.5 %

Sales in our North America segment were $790.7 million in the second quarter of 2024, or $68.4 million higher than sales of $722.3 million in the second quarter of 2023.

Sales in the first six months of 2024 were $1,557.0 million, or $82.0 million higher than sales of $1,475.0 million in the same period last year.

Higher residential and commercial water heater and commercial boiler volumes and pricing actions primarily drove higher sales in the second quarter of 2024 and first six months of 2024 compared to the prior year periods.

North America segment earnings were $198.4 million in the second quarter of 2024 and lower than segment earnings of $199.1 million in the second quarter of 2023.

Segment earnings in the first six months of 2024 were $397.1 million, an increase of $9.4 million compared to segment earnings of $387.7 million in the first six months of 2023.

Segment margins were 25.1 percent and 27.6 percent in the second quarter of 2024 and 2023, respectively.

Segment margins were 25.5 percent and 26.3 percent in the first six months of 2024 and 2023, respectively.

Lower segment earnings and margins in the second quarter of 2024 compared to the prior year were primarily due to higher material costs, mainly steel, higher selling expenses to support our sales growth initiatives and the absence of non-recurring pension settlement income of $5.0 million, partially offset by higher residential and commercial water heater and commercial boiler volumes and pricing actions.

Higher segment earnings and margins in the first six months of 2024 compared to the prior year period were primarily due to higher volumes of residential and commercial water heaters and pricing actions partially offset by higher selling expenses to support our sales growth initiatives.

Sales in our North America segment were $703.3 million in the third quarter of 2024, or $6.6 million lower than sales of $709.9 million in the third quarter of 2023.

Sales in the first nine months of 2024 were $2,260.3 million, or $75.4 million higher than sales of $2,184.9 million in the same period last year.

Compared to the prior year quarter, our net sales decrease was driven by lower residential and commercial water heater volumes, which more than offset our higher boiler sales and pricing actions.

Higher water heater and commercial boiler sales and pricing actions primarily drove our net sales increase in the first nine months of 2024.

Our 2024 and 2023 acquisitions of water treatment companies added approximately $6 million and $14 million of incremental net sales in the third quarter and first nine months of 2024, respectively.

North America segment earnings were $162.5 million in the third quarter of 2024, or $7.5 million lower than segment earnings of $170.0 million in the third quarter of 2023.

Segment earnings in the first nine months of 2024 were $559.6 million, an increase of $1.9 million compared to segment earnings of $557.7 million in the first nine months of 2023.

Segment margins were 23.1 percent and 23.9 percent in the third quarter of 2024 and 2023, respectively.

Segment margins were 24.8 percent and 25.5 percent in the first nine months of 2024 and 2023, respectively.

Lower segment earnings and margin in the third quarter of 2024 compared to the prior year were primarily due to lower volumes of residential and commercial water heaters and higher production costs, which were partially offset by higher commercial boiler volumes.

Slightly higher segment earnings in the first nine months of 2024 compared to the prior year period were primarily due to pricing actions, partially offset by higher selling expenses to support our sales growth initiatives.

Lower segment margin in the first nine months of 2024 compared to the prior year period was primarily due to higher production costs and higher selling expenses that outpaced our pricing actions.

We estimate our 2024 North America segment margin will be approximately 24.5 percent.

Adjusted segment earnings and adjusted segment margin in the second quarter of 2023 were $194.1 million and 26.9 percent, respectively.

Adjusted segment earnings and adjusted segment margin in the first six months of 2023 were $382.7 million and 25.9 percent, respectively.

Adjusted segment earnings and adjusted segment margin in the second quarter and first six months of 2023 exclude $5.0 million of pension settlement income.

Adjusted segment earnings and adjusted segment margin in the first nine months of 2023 were $552.7 million and 25.3 percent, respectively.

Adjusted segment earnings and adjusted segment margin in the first nine months of 2023 exclude $5.0 million of pension settlement income.

Rest of World Segment

(dollars in millions) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

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Segment margin 6.5 % 9.9 % 8.3 % 8.2 %

Sales in the Rest of World segment were $244.8 million in the second quarter of 2024 and slightly higher than sales of $244.2 million in the second quarter of 2023.

Sales in the first six months of 2024 were $471.7 million, or $8.4 million higher than sales of $463.3 million in the same period last year.

Compared to the prior year periods, sales in the second quarter and first six months of 2024 were higher due to increased volumes of kitchen products and combi boilers in China and included increased inter-segment sales of approximately $2 million and $10 million, respectively, related to our recently introduced tankless water heaters manufactured in China and shipped to the U.S.

Higher sales in the second quarter and first six months of 2024

were partially offset by lower sales of residential water treatment products in China and unfavorable foreign currency translations of approximately $7 million and $16 million, respectively.

Rest of World segment earnings were $25.9 million in the second quarter of 2024, compared to $28.3 million in the second quarter of 2023.

Segment earnings in the first six months of 2024 were $43.1 million, compared to $33.6 million in the first six months of 2023.

Segment margins were 10.6 percent and 11.6 percent in the second quarter of 2024 and 2023, respectively.

Segment margins were 9.1 percent and 7.3 percent in the first six months of 2024 and 2023, respectively.

Lower segment earnings and segment margin in the second quarter of 2024 were primarily driven by unfavorable product mix and sales promotions in China.

Higher segment earnings and segment margin in the first six months of 2024 were primarily driven by the absence of the nonrecurring impairment expense of $12.5 million associated with the sale of our business in Turkey recorded in the first quarter of 2023, partially offset by an unfavorable product mix and sales promotions in China in the second quarter and the first half of 2024.

We estimate our 2024 Rest of World segment margin will be approximately ten percent.

Adjusted segment earnings and adjusted segment margin in the first six months of 2023 were $46.1 million and 10.0 percent, respectively.

Adjusted segment earnings and adjusted segment margin in the first six months of 2023 exclude the $12.5 million of impairment expense.

We expect our consolidated sales to increase in 2024 between three and five percent.

Our sales projection is driven by expected continued end-market demand in water heating and the rebound that we expect in boiler and water treatment volumes after 2023 corrections in end-market inventories in North America.

In our Rest of the World segment, we expect sales to be flat to up three percent in 2024 in local currency compared to 2023 driven by innovative new products and resilient demand for our core products.

Sales in the Rest of World segment were $210.3 million in the third quarter of 2024, or $23.1 million lower than sales of $233.4 million in the third quarter of 2023.

Sales in the first nine months of 2024 were $682.0 million, or $14.7 million lower than sales of $696.7 million in the same period last year.

Compared to the prior year quarter, the net sales decrease was primarily due to lower volumes of our core water heating and water treatment products, partially offset by favorable currency translation of approximately $2 million.

Lower net sales in the first nine months of 2024 were primarily driven by the decrease in sales of our core products mentioned above with an incremental approximately $14 million of unfavorable currency translation.

The decline in sales in the first nine months of 2024 were partially offset by higher volumes of kitchen products in China and included increased inter-segment sales of approximately $12 million related to our tankless water heaters manufactured in China and shipped to the U.S.

Rest of World segment earnings were $13.6 million in the third quarter of 2024 and lower compared to $23.2 million in the third quarter of 2023.

Segment earnings in the first nine months of 2024 were $56.7 million, essentially flat to the first nine months of 2023.

Segment margins were 6.5 percent and 9.9 percent in the third quarter of 2024 and 2023, respectively.

Segment margins were 8.3 percent and 8.2 percent in the first nine months of 2024 and 2023, respectively.

Lower volumes of our core water heating and water treatment products primarily drove lower segment earnings and segment margin in the third quarter of 2024.

Essentially flat segment earnings and segment margin in the first nine months of 2024 were primarily driven by lower volumes of our core water heating and water treatment products and an unfavorable product mix and sales promotions in China, offset by the absence of the nonrecurring impairment expense of $12.5 million associated with the sale of our business in Turkey recorded in the first quarter of 2023.

We estimate our 2024 Rest of World segment margin will be approximately eight percent.

Adjusted segment earnings and adjusted segment margin in the first nine months of 2023 were $69.3 million and 9.9 percent, respectively.

Adjusted segment earnings and adjusted segment margin in the first nine months of 2023 exclude the $12.5 million of impairment expense.

We expect our consolidated sales in 2024 to be flat to 2023.

Our sales projection is driven by expected flat industry residential and commercial unit water heater volumes in North America compared to the prior year.

We expect to see an eight percent increase in our sales of boilers in 2024 compared to 2023 as we continue to benefit from the transition to higher-efficiency boilers.

We anticipate sales of our North America water treatment products will increase by approximately eight to ten percent in 2024, compared to 2023, as we continue our geographic expansion.

In our Rest of the World segment, we expect sales in China to decrease six to eight percent in local currency compared to 2023, driven by expected softness in consumer demand.

We expect to achieve full-year earnings of between $3.70 and $3.85 per share.

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Liquidity & Capital Resources

Our working capital was $608.9 million at June 30, 2024, compared with $555.0 million at December 31, 2023.

The increase in working capital was primarily related to higher receivable and inventory balances, lower accounts payable and lower payroll-related accruals partially offset by lower cash balances.

As of June 30, 2024, cash balances were negatively impacted by $4.0 million due to changes in foreign currency during the year.

Our working capital was $568.3 million at September 30, 2024, compared with $555.0 million at December 31, 2023.

The increase in working capital was primarily related to higher inventory balances, lower accounts payable and lower payroll-related accruals, partially offset by lower cash and receivable balances.

As of September 30, 2024, cash balances were negatively impacted by $1.7 million due to changes in foreign currency during the year.

Cash and cash equivalents used to fund our operations are primarily generated through operating activities and our existing credit facilities.

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We have historically made and anticipate future cash repatriations from certain foreign subsidiaries.

In the first six months of 2024, we repatriated approximately $88 million of cash from our foreign subsidiaries and used the proceeds to pay down outstanding debt balances and fund an acquisition.

(dollars in millions) Six Months Ended

In the first nine months of 2024, we repatriated approximately $88 million of cash from our foreign subsidiaries and used the proceeds to pay down outstanding debt balances and fund an acquisition.

(dollars in millions) Nine Months Ended

September 30,

Cash provided by operating activities $ 359.9 $ 439.0

Cash (used in) provided by investing activities (60.1) 33.8

Cash used in investing activities (111.1) (30.8)

Cash used in financing activities (367.7) (500.7)

Cash provided by operations decreased from $260.2 million in the first six months of 2023 compared to $164.0 million in the in the first six months of 2024, primarily as a result of higher inventory and accounts receivable balances, higher incentive payments associated with record sales and profits earned in 2023 which more than offset higher earnings and lower trade accounts payable balances.

Our free cash flow in the second quarter of 2024 and 2023 was $119.1 million and $236.0 million, respectively.

We expect cash provided by operating activities to be between $640 million and $690 million in 2024.

We expect free cash flow to be between $525 million and $575 million in 2024.

Cash provided by operations in the first nine months of 2024 was $359.9 million and lower than $439.0 million in the first nine months of 2023, primarily as a result of higher incentive payments associated with record sales and profits earned in 2023 and higher inventory balances, which more than offset lower trade receivable balances.

Our free cash flow in the third quarter of 2024 and 2023 was $282.5 million and $396.3 million, respectively.

We expect cash provided by operating activities to be approximately $525 million in 2024.

We expect free cash flow to be approximately $415 million in 2024.

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

Capital expenditures totaled $44.9 million in the six months of 2024 compared with $24.2 million in the same period last year.

Capital expenditures totaled $77.4 million in the first nine months of 2024 compared with $42.7 million in the same period last year.

Higher capital expenditures compared to the prior year period was primarily due to our capacity expansion projects.

We project 2024 capital expenditures will be between $105 million and $115 million and full-year depreciation and amortization expense will be approximately $80 million.

We have a $500 million revolving credit facility which expires on April 1, 2026.

The facility is with a group of nine banks and has an accordion provision that allows it to be increased up to $850 million if certain conditions (including lender approval) are satisfied.

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 June 30, 2024, and expect to be in compliance for the foreseeable future.

The facility backs up commercial paper and credit line borrowings.

At June 30, 2024, we had $21.2 million of borrowings outstanding under the facility and an available borrowing capacity of $478.8 million.

During the third quarter of 2024, we renewed and amended our $500 million revolving credit facility ("renewed facility") which now expires on August 23, 2029.

The renewed facility is with a group of nine banks and has an accordion provision that allows it to be increased up to $1 billion if certain conditions (including lender approval) are satisfied, which is an increase of $150 million from the amount prior to the renewal and amendment.

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

The renewed 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 September 30, 2024, and expect to be in compliance for the foreseeable future.

The renewed facility backs up commercial paper and credit line borrowings.

At September 30, 2024, we had no borrowings outstanding under the renewed facility and an available borrowing capacity of $500.0 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 $13.1 million in the first six months of 2024 primarily due to the repurchase of our common stock.

Our leverage, as measured by the ratio of total debt to total capitalization, was 6.8 percent at June 30, 2024, compared with 6.5 percent at December 31, 2023.

Our total debt decreased by $7.6 million in the first nine months of 2024 as we used available cash to pay down outstanding debt balances.

Our leverage, as measured by the ratio of total debt to total capitalization, was 5.9 percent at September 30, 2024, compared with 6.5 percent at December 31, 2023.

In the first quarter of 2024, our Board of Directors approved adding 2,000,000 shares of common stock to our existing discretionary share repurchase authority.

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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 six months of 2024, we repurchased 1,834,000 shares of our stock at a total cost of $153.2 million.

At June 30, 2024, we had 3,667,462 shares remaining on the share repurchase authority.

During the first nine months of 2024, we repurchased 2,850,500 shares of our stock at a total cost of $237.1 million.

At September 30, 2024, we had 2,650,962 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 $300 million on stock repurchases in 2024 through a combination of any renewed Rule 10b5-1 automatic trading plan and open market repurchases.

On July 8, 2024, our Board of Directors declared a regular quarterly cash dividend of $0.32 per share on our Common Stock and Class A common stock.

The dividend is payable on August 15, 2024, to shareholders of record on July 31, 2024.

On October 7, 2024, our Board of Directors declared a regular quarterly cash dividend of $0.34 per share on our Common Stock and Class A common stock.

The dividend is payable on November 15, 2024, to shareholders of record on October 31, 2024.

Non-GAAP Financial Information

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

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2024 2023 2024 2023

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Three Months Ended

June 30, Six Months Ended

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

Six Months Ended

Nine Months Ended

September 30,

Cash provided by operating activities (GAAP) $ 359.9 $ 439.0

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SMITH CORPORATION

2024 Adjusted EPS Guidance and 2023 Adjusted EPS

2024 EPS Guidance and 2023 Adjusted EPS

The following is a reconciliation of diluted EPS to adjusted EPS (non-GAAP) (all items are net of tax):

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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, 2023.

We believe that at June 30, 2024, there was no material change to this information.

We believe that at September 30, 2024, there was no material change to this information.

Recent Accounting Pronouncements

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Important factors that could cause actual results to differ materially from these expectations include, among other things, the following:

softening in U.S.

residential water heater demand;

further softening in U.S.

residential and commercial water heater demand;

negative impacts to the Company, particularly the demand for its products, resulting from global inflationary pressures or a potential recession in one or more of the markets in which the Company participates;

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negative impacts to demand for the Company’s products, particularly commercial products, as a result of changes in commercial property usage that followed the COVID-19 pandemic;

further weakening in U.S.

residential or commercial construction or instability in the Company's replacement markets;

further weakening in North American residential or commercial construction or instability in the Company's replacement markets;

inability of the Company to implement or maintain pricing actions;

inconsistent recovery of the Chinese economy or a further decline in the growth rate of consumer spending or housing sales in China;

the availability, timing or effects of China stimulus programs;

negative impact to the Company’s businesses from international tariffs, trade disputes and geopolitical differences, including the conflicts in Ukraine, the Middle East and attacks on commercial shipping vessels in the Red Sea;

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failure to realize the expected benefits of acquisitions or expected synergies;

failure to realize the expected benefits, timing and extent, of regulatory changes;

competitive pressures on the Company’s businesses;

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the impact of potential information technology or data security breaches;

changes in government regulations or regulatory requirements;

negative impact of changes in government regulations or regulatory requirements;

the inability to respond to secular trends toward decarbonization and energy efficiency and adverse developments in general economic, political and business conditions in key regions of the world.

3 unchanged sentences

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