A. O. Smith 10-Q 2022-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________

FORM 10-Q

______________________________________________________

For the quarterly period ended June 30, 2022.

or

For the transition period from __________ to __________

Commission File Number 1-475

________________________________

A. O. Smith Corporation

(Exact name of registrant as specified in its charter)

________________________________

Delaware

(State of Incorporation)

11270 West Park Place, Milwaukee, Wisconsin

(Address of Principal Executive Office)

39-0619790

(I.R.S. Employer

Identification No.)

53224-9508

(Zip Code)

(414) 359-4000

(Registrant’s telephone number, including area code)

_________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) ☐ Yes ☒ No

Class A Common Stock Outstanding as of July 27, 2022 - 25,970,688 shares

Common Stock Outstanding as of July 27, 2022 - 128,477,403 shares

Index

A. O. Smith Corporation

PART I - FINANCIAL INFORMATION

A. O. SMITH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(dollars in millions, except for per share data)

(unaudited)

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

A. O. SMITH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(dollars in millions)

(unaudited)

See accompanying notes to unaudited condensed consolidated financial statements.

A. O. SMITH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions)

See accompanying notes to unaudited condensed consolidated financial statements.

A. O. SMITH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

(unaudited)

Showing the first 8K of 70K characters. Open the full section

Overview

Our company is comprised of two reporting segments: North America and Rest of World. Our 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 region of the world.

We continue to seek acquisitions that enable geographic growth, expand our core business, and establish adjacencies. Consistent with this strategy, we acquired Giant Factories, Inc. (Giant), a Canada-based manufacturer of residential and commercial water heaters using a combination of debt and cash. The acquisition fits squarely in our core capabilities, supplements our presence in Canada and enhances our capacity and distribution in the region. Giant contributed $31.0 million and $63.0 million of sales in the second quarter and first half of 2022, respectively. Refer to Note 3, "Acquisitions" for additional information. We will also continue to look for opportunities to add to our existing operations in high growth regions demonstrated by our previous introductions of water treatment products in India and range hoods and cooktops in China.

Our global supply chain management team continued to navigate through supply chain and logistics challenges in the first half of 2022. We have seen supply constraints for certain components and raw materials used in our operations, limited container and trucking capacity, and port congestion and delays. While we saw improvement in our supply chain as we closed out the second quarter, challenges still persist. In addition, while steel indices moderated in the first half of 2022, commodity prices and availability remain volatile. We remain in close contact with our suppliers and logistics providers to troubleshoot, manage and resolve bottlenecks, as the environment remains unpredictable.

In our North America segment, after approximately eight percent growth in 2021, we expect residential industry water heater volumes will be down approximately four to six percent in 2022 compared with 2021 as we believe that industry demand will normalize to more historical growth rates. We saw softness in residential water heater order rates as we exited the second quarter and into July as customers right sized their inventories. We believe that commercial water heater industry volumes will decline seven to nine percent in 2022 compared to 2021 primarily due to weakness in the commercial electric water heaters greater than 55 gallons product category. We expect sales in 2022 will benefit from our 2021 price increases, which had a cumulative effect on our water heater prices of approximately 50 percent. We expect to see an approximately 25 percent increase in our sales of boilers in 2022 compared to 2021 driven by increased pricing in response to higher input costs and higher demand. We anticipate sales of our North America water treatment products, inclusive of acquisitions, will increase approximately 15 percent in 2022, compared to 2021, primarily driven by higher consumer demand for our point of use and point of entry water treatment systems.

In our Rest of World segment, after strong growth in 2021, we expect 2022 sales in China will be flat in local currency compared with 2021. Our business in China continues to experience negative impacts from the novel coronavirus (COVID-19) pandemic. To slow the spread of COVID-19 in China, targeted lockdowns began in certain cities late in the first quarter and persisted through the first half of the year. While lockdowns have lessened in recent weeks, the situation remains unpredictable.

Combining all of these factors, we expect our consolidated sales to increase between 12 and 14 percent in 2022, which includes our acquisition of Giant adding approximately $100 million in incremental sales. This guidance excludes the potential impacts from future acquisitions and assumes the COVID-19 related restrictions in China remain at current levels, and that COVID-19 does not significantly impact our operations or our employees, customers or suppliers.

Results of Operations

Our sales in the second quarter of 2022 were $965.9 million, or 12.3 percent higher than 2021 second quarter sales of $859.8 million. Sales in the first six months of 2022 were $1,943.6 million, or approximately 19 percent higher than $1,628.8 million in the same period last year. Compared to the prior year quarter and the first six months of 2021, our sales increase was primarily driven by inflation-related pricing actions implemented in 2021 in North America, partially offset by lower sales in China. Our acquisition of Giant added $30.8 million and $62.8 million of incremental sales in the second quarter and first half of 2022, respectively. In addition, our sales in China were negatively impacted by approximately $5 million in the second quarter of 2022 compared to the second quarter of 2021 due to the depreciation of the Chinese currency compared to the U.S. dollar.

Our gross profit margin in the second quarter of 2022 was 34.6 percent compared to gross profit margin of 37.4 percent in the prior-year period. Gross profit margin in the first six months of 2022 was 34.8 percent compared to the gross profit margin of 37.5 percent in the first six months of 2021. The lower gross profit margin in the second quarter and first six months of 2022 compared to the same periods last year was primarily due to higher steel and other material costs, which outpaced our pricing actions.

Selling, general, and administrative (SG&A) expenses in the second quarter of 2022 decreased by $6.4 million compared to the second quarter of 2021. SG&A expenses increased $6.9 million in the first half of 2022 compared to the prior year period. The decrease in SG&A expenses in the second quarter of 2022 was primarily due to lower management incentive expenses and lower engineering costs in China. Higher selling expenses in North America primarily drove the increase in SG&A expenses in the first half of 2022 due to higher sales compared to the prior year period.

Interest expense in the second quarter of 2022 was $2.1 million compared to $0.9 million in the same period last year. Interest expense in the first half of 2022 was $3.6 million compared to $1.9 million in the same period the previous year. The increase in interest expense in the second quarter and first six months of 2022 compared to the same periods last year was primarily due to higher debt levels.

Other expense was $0.3 million in the second quarter of 2022 compared to other income of ($3.9) million in the second quarter of 2021. Other expense was $4.0 million in the first half of 2022 compared to other income of ($8.9) million in the first half of 2021. Pension expense in the second quarter of 2022 was $3.7 million compared to pension income of ($2.9) million in the second quarter of 2021. Pension expense in the first half of 2022 was $7.3 million compared to pension income of ($5.8) million in the first half of 2021.

In 2021, our Board of Directors approved the termination of our largest defined benefit pension plan (the Plan) representing over 95 percent of our pension plan liabilities with a termination date of December 31, 2021. In April 2022, we received a determination letter from the IRS that allowed us to proceed with the termination process for the Plan. In 2022, we expect to annuitize the remaining Plan pension liability. The Plan settlement, which we expect to complete in the fourth quarter of 2022, will accelerate the recognition of approximately $445 million of non-cash, pre-tax pension expenses, or approximately $1.73 per share. In addition, to protect the Plan’s funded status, the Plan transferred a significant portion of its assets to lower risk investments in 2021. The impact of this transition resulted in a lower expected rate of return on pension investments and accordingly, higher pension expenses in 2022, compared to previous years. The service cost component of our pension income

is reflected in cost of products sold and SG&A expenses. All other components of our pension expense (income) are reflected in other expense (income).

We are providing non-U.S. Generally Accepted Accounting Principles (GAAP) measures (adjusted earnings, adjusted EPS, adjusted segment earnings and adjusted corporate expense) that exclude the impact of pension settlement expenses and non-operating pension income and expenses. Reconciliations from GAAP measures to non-GAAP measures are provided in the financial information included in this filing. We believe that the measures of adjusted earnings, adjusted EPS, adjusted segment earnings and adjusted corporate expense provide useful information to investors about our performance and allow management and our investors to better understand our performance between periods without regard to items that we do not consider to be a component of our core operating performance.

Our pension costs and credits are developed from actuarial valuations. The valuations reflect key assumptions regarding, among other things, discount rates, expected return on plan assets, retirement ages, and years of service. We consider current market conditions, including changes in interest rates, in making these assumptions. Our assumption for the expected rate of return on plan assets is 3.00 percent in 2022 compared to 6.25 percent in 2021. The discount rate used to determine net periodic pension costs increased to 2.72 percent in 2022 from 2.45 percent in 2021.

Our effective income tax rates for the second quarter and first six months of 2022 were 23.7 percent and 23.6 percent, respectively. Our effective income tax rates for the second quarter and first six months of 2021 were 21.9 percent and 22.2 percent, respectively. Our effective income tax rates in the second quarter and first half of 2022 were higher than the effective income tax rates in the same periods of 2021 primarily due to a change in geographic earnings mix. We estimate that our annual effective income tax rate for the full year of 2022 will be between 23.5 and 24.0 percent.

North America Segment

Sales in our North America segment were $744.1 million in the second quarter of 2022 or $140.5 million higher than sales of $603.6 million in the second quarter of 2021. Sales in the first six months of 2022 were $1,474.2 million or $317.7 million higher than sales of $1,156.5 million in the same period last year. Higher sales in the second quarter of 2022 were primarily driven by price increases implemented in 2021, largely on water heaters, which were in response to rising material and other input costs. The second quarter of 2022 also benefited from higher volumes of water treatment products, boilers and commercial water heaters, partially offset by lower residential water heater volumes. The increased sales in the first half of 2022 compared to the prior year period were primarily driven by the same price increases discussed above, partially offset by lower residential and commercial water heater volumes. In addition, our acquisition of Giant added $30.8 million and $62.8 million of incremental sales in the second quarter and first half of 2022, respectively.

North America segment earnings were $159.9 million in the second quarter of 2022, an increase of 13 percent compared to segment earnings of $141.7 million in the second quarter of 2021. Segment earnings in the first half of 2022 were $311.7 million, an increase of 15 percent compared to segment earnings of $272.1 million in the first half of 2021. Segment margins were 21.5 percent and 23.5 percent in the second quarter of 2022 and 2021, respectively. Segment margins were 21.1 percent and 23.5 percent in the first half of 2022 and 2021, respectively. Higher segment earnings in the second quarter of 2022 compared to the second quarter of 2021 were primarily due to inflation-related price increases, which were partially offset by higher material and logistics costs and lower residential water heater volumes. Higher segment earnings in the first half of 2022 compared to the prior year period were primarily due to inflation-related price increases which were partially offset by higher material and logistics costs. Segment margin was lower in the second quarter and the first half of 2022, primarily due to an overall increase in costs, including production inefficiencies, outpacing pricing actions.

Adjusted segment earnings and adjusted segment margin in the second quarter of 2022 were $162.5 million and 21.8 percent, respectively. Adjusted segment earnings and adjusted segment margin in the second quarter of 2021 were $139.1 million and 23.0 percent, respectively. Adjusted segment earnings and adjusted segment margin in the first half of 2022 were $316.9 million and 21.5 percent, respectively. Adjusted segment earnings and adjusted segment margin in the first half of 2021 were $266.9 million and 23.1 percent, respectively. We estimate our 2022 North America adjusted segment margin will be between 22.5 and 23.0 percent.

Adjusted segment earnings and adjusted segment margin in the second quarter of 2022 and 2021 exclude $2.6 million and ($2.6) million of pension expense (income), respectively. Adjusted segment earnings and adjusted segment margin in the first half of 2022 and 2021 exclude $5.2 million and ($5.2) million of pension expense (income), respectively.

Rest of World Segment

Sales in the Rest of World segment were $229.9 million in the second quarter of 2022, or $33.3 million lower than sales of $263.2 million in the second quarter of 2021. Sales in the first six months of 2022 were $485.9 million, essentially flat to the first six months of 2021. Sales in China decreased approximately 16 percent in U.S. dollar terms and 14 percent in local currency in the second quarter of 2022 and approximately two percent in U.S. dollar terms and local currency in the first six months of 2022 compared to the same period last year. Lower sales in China in the second quarter of 2022 were primarily driven by lower consumer demand due to COVID-19 related lockdowns. In addition, our sales in China were negatively impacted by approximately $5 million in the second quarter of 2022 compared to the second quarter of 2021, due to the depreciation of the Chinese currency compared to the U.S. dollar. Sales in India increased 79 percent in the second quarter of 2022 on strong demand, compared to the prior year quarter, which was negatively impacted by the COVID-19 pandemic.

Rest of World segment earnings were $18.1 million in the second quarter of 2022, compared to $22.3 million in the second quarter of 2021. Segment earnings in the first six months of 2022 were $42.9 million, compared to $34.1 million in the first half of 2021. Segment margins were 7.9 percent and 8.5 percent in the second quarter of 2022 and 2021, respectively. Segment margins were 8.8 percent and 7.0 percent in the first half of 2022 and 2021, respectively.

Lower segment earnings in the second quarter of 2022 compared to the prior year period were largely driven by lower volumes in China, due primarily to COVID-19 related lockdowns, partially offset by lower selling, advertising, and engineering expenses. Higher segment earnings and margin in the first half of 2022 compared to the prior year period were primarily driven by favorable mix and lower advertising and selling expenses in China. We expect full-year segment margin to be between 9.5 and 10 percent in 2022.

Outlook

We expect our consolidated sales to increase between 12 and 14 percent in 2022, which includes our acquisition of Giant adding approximately $100 million in incremental sales. Our higher expected sales are driven by pricing actions implemented in 2021 in North America, partially offset by lower volumes of residential water heaters. We expect to achieve full-year earnings of between $1.56 and $1.76 per share and adjusted EPS between $3.35 and $3.55 per share. Our 2022 guidance excludes the potential impacts from future acquisitions and assumes the COVID-19 related lockdowns in China subside during the second half of 2022, and that COVID-19 does not significantly impact our operations or our employees, customers or suppliers.

Liquidity & Capital Resources

Our working capital was $702.9 million at June 30, 2022 compared with $633.8 million at December 31, 2021. A majority of the increase in working capital was driven by lower accounts payable and payroll related accruals and higher inventory balances than at December 2021, due to higher levels of safety stock on higher cost inventory which were partially offset by lower accounts receivable and cash balances. In the first half of 2022, we repatriated approximately $120 million of cash from our foreign subsidiaries. We used the proceeds to pay down outstanding debt balances.

Cash provided by operating activities in the first half of 2022 was $54.4 million compared with $196.0 million in the first half of 2021. Cash provided by higher earnings in the first half of 2022 compared with the prior year was more than offset by lower customer deposits in China, higher incentive payments in 2022 due to record 2021 sales and earnings and additional working capital cash outlays for higher levels of safety stock on higher cost inventory. Our free cash flow in the first half of 2022 and 2021 was $23.7 million and $165.3 million, respectively. We expect free cash flow to be between $450 million to $500 million in 2022. Free cash flow is a non-GAAP measure and is described in more detail in the Non-GAAP Measures section below.

Our capital expenditures were $30.7 million in the first half of 2022 and equal to the first half of 2021. We project our 2022 capital expenditures, as well as depreciation and amortization, will be approximately $80 million.

In 2021, we renewed and amended our $500 million revolving credit facility, which now expires on April 1, 2026. The renewed and amended facility, with a group of nine banks, 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, 2022 and expect to be in compliance for the foreseeable future.

The facility backs up commercial paper and credit line borrowings. At June 30, 2022, we had $160.0 million outstanding under the facility and an available borrowing capacity of $340.0 million. We believe the combination of available borrowing capacity and operating cash flows will provide sufficient funds to finance our existing operations for the foreseeable future.

Our total debt increased by $101.7 million from $196.7 million at December 31, 2021 to $298.4 million at June 30, 2022. The increase in debt balances was due to repurchases of our common stock. Our leverage, as measured by the ratio of total debt to total capitalization, was 14.3 percent at June 30, 2022, compared with 9.7 percent at December 31, 2021.

Our U.S. pension plan continues to meet all funding requirements under ERISA regulations. We were not required to make a contribution to our pension plan in 2021. We forecast that we will not be required to make a contribution to the plan in 2022, and we do not plan to make any voluntary contributions in 2022.

In the first quarter of 2022, our Board of Directors approved adding 3,500,000 shares of common stock to our existing discretionary share repurchase authority. Under our share repurchase program, we may purchase our common stock through a combination of a Rule 10b5-1 automatic trading plan and discretionary purchases in accordance with applicable securities laws. 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 half of 2022, we repurchased 2,868,500 shares of our stock at a total cost of $190.4 million. At June 30, 2022, we had 4,157,857 shares remaining on the share repurchase authority. Depending on factors such as stock price, working capital requirements and alternative investment opportunities, we expect to spend approximately $400 million on stock repurchases in 2022 through a combination of our Rule 10b5-1 automatic trading plan and open market repurchases.

On July 11, 2022, our Board of Directors declared a regular quarterly cash dividend of $0.28 per share on our Common Stock and Class A common stock. The dividend is payable on August 15, 2022, to shareholders of record on July 29, 2022.

Non-GAAP Financial Information

We provide non-GAAP measures of free cash flow, adjusted earnings, adjusted EPS, adjusted segment earnings and adjusted corporate expense. We define free cash flow as cash provided by operating activities less capital expenditures. Our adjusted earnings, adjusted EPS, adjusted segment earnings and adjusted corporate expenses excludes the impact of pension settlement expenses and non-operating pension income and expenses.

We believe that free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. We believe that the measure of adjusted earnings, adjusted EPS, adjusted segment earnings and adjusted corporate expense provides useful information to investors about our performance and allows management and our investors to better understand our performance between periods without regard to items we do not consider to be a component of our core operating performance.

A. O. SMITH CORPORATION

Adjusted Earnings and Adjusted EPS

(dollars in millions, except per share data)

(unaudited)

The following is a reconciliation of net earnings and diluted EPS to adjusted earnings (non-GAAP) and adjusted EPS (non-GAAP):

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

A. O. SMITH CORPORATION

Adjusted Segment Earnings

(dollars in millions)

(unaudited)

The following is a reconciliation of reported segment earnings to adjusted segment earnings (non-GAAP):

A. O. SMITH CORPORATION

Adjusted Corporate Expense

(dollars in millions)

(unaudited)

The following is a reconciliation of reported Corporate Expense to adjusted Corporate Expense (non-GAAP):

A. O. SMITH CORPORATION

Free Cash Flow

(dollars in millions)

(unaudited)

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

A. O. SMITH CORPORATION

2022 Adjusted EPS Guidance and 2021 Adjusted EPS

(unaudited)

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

(1)Includes pre-tax pension settlement charges of $378.3 million and $66.7 million, within the North America segment and Corporate expenses, respectively.

(2)Includes pre-tax pension expense of $10.5 million and $1.3 million, within the North America segment and Corporate expenses, respectively.

(3)Includes pre-tax pension income of $10.5 million and $2.6 million, within the North America segment and Corporate expenses, respectively.

Critical Accounting Policies

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the U.S., which requires the use of estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The critical accounting policies that we believe could have the most significant effect on our reported results or require complex judgment by management are contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2021. We believe that at June 30, 2022, there was no material change to this information.

Recent Accounting Pronouncement

Refer to Recent Accounting Pronouncement in Note 1 – Basis of Presentation in the notes to our condensed consolidated financial statements included in Part 1 Financial Information.

Forward Looking Statements

This filing contains statements that the Company believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “forecast,” “continue,” “guidance”, “outlook” or words of similar meaning. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this filing. Important factors that could cause actual results to differ materially from these expectations include, among other things, the following: the Company's ability to continue to obtain commodities, components, parts and accessories on a timely basis through its supply chain and at expected costs; negative impacts to demand for the Company’s products, particularly commercial products, and to its operations and workforce as a result of the severity and duration of the COVID-19 pandemic; inability of the Company to implement or maintain pricing actions; an uneven recovery of the Chinese economy or decline in the growth rate of consumer spending or housing sales in China; negative impact to the Company’s business in China as a result of future COVID-19 related shutdowns there; negative impact to the Company's businesses from international tariffs, trade disputes and geopolitical differences, including the conflict in Ukraine; potential weakening in the high-efficiency boiler segment in the U.S.; substantial defaults in payment by, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer; a weakening in U.S. residential or commercial construction or instability in the Company’s replacement markets; foreign currency fluctuations; the Company’s inability to successfully integrate or achieve its strategic objectives resulting from acquisitions; competitive pressures on the Company’s businesses; the impact of potential information technology or data security breaches; changes in government regulations or regulatory requirements; and adverse developments in general economic, political and business conditions in key regions of the world. Forward-looking statements included in this filing are made only as of the date of this filing, and the Company is under no obligation to update these statements to reflect subsequent events or circumstances. All subsequent written and oral forward-looking statements attributed to the Company, or persons acting on its behalf, are qualified entirely by these cautionary statements.

As is more fully described in our Annual Report on Form 10-K for the year ended December 31, 2021, we are exposed to various types of market risks, including currency and certain commodity risks. Our quantitative and qualitative disclosures about market risk have not materially changed since that report was filed. We monitor our currency and commodity risks on a continuous basis and generally enter into forward and futures contracts to minimize these exposures. The majority of the contracts are for periods of less than one year. Our Company does not engage in speculation in our derivative strategies. It is important to note that gains and losses from our forward and futures contract activities are offset by changes in the underlying costs of the transactions being hedged.

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon this evaluation of these disclosure controls and procedures, our principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of June 30, 2022 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported,

within the time period specified in the SEC rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding disclosure.

Changes in internal control over financial reporting

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

There have been no material changes in the legal and environmental matters discussed in Part 1, Item 3 and Note 16 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021.

There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, except for the addition of the risk factor set forth below:

*■*The outbreak of hostilities in Ukraine may exacerbate certain risks we face

Russia’s invasion of Ukraine and the global response, including the imposition of sanctions by the European Union, the United States and other countries, could create or exacerbate risks facing our business. While we do not have a physical presence in Russia or Ukraine, we have evaluated our operations, vendor contracts and customer arrangements, and at present we do not expect the conflict to directly have a material and adverse effect on our financial condition or results of operations. However, further escalation of geopolitical tensions related to the military conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, significant volatility in commodity prices and availability, supply of energy resources, lower consumer demand, changes to foreign exchange rates and financial and capital markets. These risks and others described more fully in our Annual Report could be exacerbated by this military conflict. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time.

■The global coronavirus (COVID-19) pandemic, or other global public health pandemics, could have a material adverse effect on our business, results of operations and financial condition

Our business, results of operations and financial condition may be adversely affected if a global public health pandemic, including the current COVID-19 pandemic, interferes with the ability of our employees, suppliers, and customers to perform our and their respective responsibilities and obligations relative to the conduct of our business and operations. The COVID-19 pandemic has significantly impacted economic activity and markets around the world, and it could have a material negative impact on our business and operations in numerous ways, including but not limited to those outlined below:

• The risk that we, or our employees, suppliers or customers may be prevented from conducting business activities for an indefinite period of time, including shutdowns that may be requested or mandated by governmental authorities

• Restrictions on shipping products from certain jurisdictions where they are produced or into certain jurisdictions where customers are located.

• Inability to meet our customers’ needs and achieve cost targets due to increased logistics costs, longer shipment times, and disruptions in our manufacturing and supply arrangements caused by the loss or disruption of essential manufacturing and supply elements, such as raw materials or other finished product components, transportation, workforce or other manufacturing and distribution capability.

• Failure of third parties on which we rely, including our suppliers, distributors, contractors and commercial banks, to meet their obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties, workforce disruptions, or mandated shutdowns by governmental authorities, may adversely impact our operations.

• Significant reductions in demand, particularly for our commercial products, or significant volatility in demand and a global economic recession that could reduce demand for our products, resulting from actions taken by governments, businesses, and/or the general public in an effort to limit exposure to and spreading of such infectious diseases, such as travel restrictions, quarantines, and business shutdowns or slowdowns. In addition, there is risk that the commercial

sector, such as the restaurant and hospitality industries in which we have customers, will experience long-term shifts in consumer behavior which could negatively impact demand or capacity and may not return to pre-pandemic levels.

• Manufacturing plant inefficiencies due to safety and preventative health measures that we have implemented in our plants to prevent the spread of COVID-19.

• Deterioration of worldwide capital, credit, and financial markets that could limit our ability to obtain external financing to fund our operations and capital expenditures.

The extent to which the COVID-19 pandemic, or other outbreaks of disease or similar public health threats, materially and adversely impacts our business, results of operations and financial condition remains uncertain and will depend on future developments. Such developments may include the geographic spread and duration of the virus, periodic surges of the virus, the severity of the virus and the actions that may be taken by various governmental authorities and other third parties in response to the outbreak. In the first half of 2022, a number of municipal governments in China imposed shutdowns to prevent further spread of COVID-19. These shutdowns may continue or recur during the foreseeable future, and could have a material negative impact on our business and operations there.

In addition, we cannot predict how quickly, and to what extent, normal economic and operating conditions can resume throughout the world, and the resumption of normal business operations may be delayed or constrained by lingering effects of the COVID-19 pandemic on our suppliers, third-party service providers, and/or customers.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In the first quarter of 2022, our Board of Directors approved adding 3,500,000 shares of common stock to the 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 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. In the second quarter of 2022, we repurchased 1,382,000 shares at an average price of $59.74 per share and at a total cost of $82.5 million. As of June 30, 2022, there were 4,157,857 shares remaining on the existing repurchase authorization.

Refer to the Exhibit Index on page 30 of this report.

INDEX TO EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has authorized this report to be signed on its behalf by the undersigned.