SEC Info - Regal Rexnord Corp. - ‘10-Q’ for 3/31/23

Net Sales

i 1,224.1

i 1,298.5

Cost of Sales

i 826.0

i 876.6

Gross Profit

i 398.1

i 421.9

Operating Expenses

i 329.2

i 252.0

Income from Operations

i 68.9

i 169.9

Interest Expense

i 95.4

i 9.0

Interest Income

( i 31.9)

( i 1.1)

Other Income, Net

( i 1.4)

( i 1.3)

Income before Taxes

i 6.8

i 163.3

Provision for Income Taxes

i 12.3

i 36.2

Net (Loss) Income

( i 5.5)

i 127.1

Less: Net Income Attributable to Noncontrolling Interests

i 0.4

i 1.5

Net (Loss) Income Attributable to Regal Rexnord Corporation

( i 5.9)

i 125.6

(Loss) Earnings Per Share Attributable to Regal Rexnord Corporation:

Basic

( i 0.09)

i 1.86

Assuming Dilution

( i 0.09)

i 1.85

Weighted Average Number of Shares Outstanding:

Basic

i 66.2

i 67.4

Assuming Dilution

i 66.6

i 67.9

See Accompanying Notes to Condensed Consolidated Financial Statements

REGAL REXNORD CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in Millions)

Three Months Ended

Net (Loss) Income

( i 5.5)

i 127.1

Other Comprehensive Income (Loss) Net of Tax:

Foreign Currency Translation Adjustments

i 34.5

( i 0.4)

Hedging Activities:

Increase in Fair Value of Hedging Activities, Net of Tax Effects of $ i 5.3 million and $ i 8.3 million for the Three Months Ended March 31, 2023 and March 31, 2022, Respectively

i 16.8

i 26.1

Reclassification of Losses (Gains) included in Net Income, Net of Tax Effects of $ i 0.4 million and $( i 2.0) million for the Three Months Ended March 31, 2023 and March 31, 2022, Respectively

i 1.3

( i 6.0)

Pension and Post Retirement Plans:

Reclassification Adjustments for Pension and Post Retirement Benefits included in Net Income, Net of Tax Effects of $( i 0.1) million and i zero for the Three Months Ended March 31, 2023 and March 31, 2022, Respectively

( i 0.4)

i 0.2

Other Comprehensive Income

i 52.2

i 19.9

Comprehensive Income

i 46.7

i 147.0

Less: Comprehensive Income Attributable to Noncontrolling Interests

i 0.7

i 1.9

Comprehensive Income Attributable to Regal Rexnord Corporation

i 46.0

i 145.1

See Accompanying Notes to Condensed Consolidated Financial Statements

REGAL REXNORD CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in Millions, Except Per Share Data)


	March 31, 2023		December 31, 2022
ASSETS
Current Assets:
Cash and Cash Equivalents	$	i 1,143.3	$	i 688.5
Trade Receivables, Less Allowances of $ i 29.7 million and $ i 30.9 million in 2023 and 2022, Respectively	i 1,028.3		i 797.4
Inventories	i 1,732.5		i 1,336.9
Prepaid Expenses and Other Current Assets	i 200.4		i 150.9
Deferred Financing Fees	i —		i 17.0
Assets Held for Sale	i 4.6		i 9.8
Total Current Assets	i 4,109.1		i 3,000.5
Net Property, Plant and Equipment	i 1,214.7		i 807.0
Operating Lease Assets	i 159.3		i 110.9
Goodwill	i 6,526.7		i 4,018.8
Intangible Assets, Net of Amortization	i 4,414.6		i 2,229.9
Deferred Income Tax Benefits	i 47.3		i 43.9
Other Noncurrent Assets	i 75.7		i 57.9

Total Assets	$	i 16,547.4	$	i 10,268.9
LIABILITIES AND EQUITY
Current Liabilities:
Accounts Payable	$	i 666.7	$	i 497.7
Dividends Payable	i 23.2		i 23.2

Accrued Compensation and Employee Benefits	i 219.0		i 141.1
Other Accrued Expenses	i 383.5		i 280.0

Current Operating Lease Liabilities	i 39.2		i 26.4
Current Maturities of Long-Term Debt	i 74.2		i 33.8
Total Current Liabilities	i 1,405.8		i 1,002.2
Long-Term Debt	i 7,210.6		i 1,989.7
Deferred Income Taxes	i 1,150.8		i 591.9

Pension and Other Post Retirement Benefits	i 116.4		i 97.6
Noncurrent Operating Lease Liabilities	i 123.2		i 88.1
Other Noncurrent Liabilities	i 84.9		i 76.8
Contingencies (see Note 12 - Contingencies)	i		i
Equity:
Regal Rexnord Corporation Shareholders' Equity:
Common Stock, $ i i 0.01 / par value, i i 100.0 / million Shares Authorized, i i 66.3 / million and i i 66.2 / million Shares Issued and Outstanding for 2023 and 2022, Respectively	i 0.7		i 0.7
Additional Paid-In Capital	i 4,619.2		i 4,609.6
Retained Earnings	i 2,100.9		i 2,130.0
Accumulated Other Comprehensive Loss	( i 300.2)		( i 352.1)
Total Regal Rexnord Corporation Shareholders' Equity	i 6,420.6		i 6,388.2
Noncontrolling Interests	i 35.1		i 34.4
Total Equity	i 6,455.7		i 6,422.6
Total Liabilities and Equity	$	i 16,547.4	$	i 10,268.9

See Accompanying Notes to Condensed Consolidated Financial Statements.

REGAL REXNORD CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(Dollars in Millions, Except Per Share Data)

Three Months Ended

Common Stock $ i i 0.01 / Par Value

Additional
Paid-In
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Noncontrolling
Interests

Total Equity

i 0.7

i 4,609.6

i 2,130.0

( i 352.1)

i 34.4

i 6,422.6

Net (Loss) Income

—

( i 5.9)

—

i 0.4

( i 5.5)

Other Comprehensive Income

—

i 51.9

i 0.3

i 52.2

Dividends Declared ($ i 0.35 Per Share)

—

( i 23.2)

—

( i 23.2)

Stock Options Exercised

—

( i 7.5)

—

( i 7.5)

Replacement Equity-Based Awards Granted

—

i 11.1

—

i 11.1

Share-Based Compensation

—

i 6.0

—

i 6.0

i 0.7

i 4,619.2

i 2,100.9

( i 300.2)

i 35.1

i 6,455.7

January 1, 2022

i 0.7

i 4,651.8

i 1,912.6

( i 195.1)

i 38.2

i 6,408.2

Net Income

—

i 125.6

—

i 1.5

i 127.1

Other Comprehensive Income

—

i 19.5

i 0.4

i 19.9

Dividends Declared ($ i 0.33 Per Share)

—

( i 22.1)

—

( i 22.1)

Stock Options Exercised

—

( i 1.4)

—

( i 1.4)

Stock Repurchase

—

( i 25.6)

( i 88.6)

—

( i 114.2)

Share-Based Compensation

—

i 6.3

—

i 6.3

i 0.7

i 4,631.1

i 1,927.5

( i 175.6)

i 40.1

i 6,423.8

See Accompanying Notes to Condensed Consolidated Financial Statements.

REGAL REXNORD CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in Millions)


	Three Months Ended
	March 31, 2023		March 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income	$	( i 5.5)	$	i 127.1
Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by (Used In) Operating Activities (Net of Acquisitions and Divestitures):
Depreciation	i 30.2		i 30.6
Amortization	i 46.3		i 47.3


Noncash Lease Expense	i 7.7		i 9.9

Share-Based Compensation Expense	i 21.7		i 6.3
Financing Fee Expense	i 23.0		i 0.9



Other Non-Cash Changes	i 0.3		( i 0.3)
Change in Operating Assets and Liabilities, Net of Acquisitions and Divestitures
Receivables	i 31.7		( i 48.2)
Inventories	i 47.1		( i 144.3)
Accounts Payable	( i 18.3)		( i 2.6)
Current Liabilities and Other	( i 78.0)		( i 32.6)
Net Cash Provided by (Used in) Operating Activities	i 106.2		( i 5.9)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Property, Plant and Equipment	( i 18.7)		( i 13.4)
Proceeds Received from Sales of Property, Plant and Equipment	i 6.1		i 1.4


Business Acquisitions, Net of Cash Acquired	( i 4,852.9)		( i 35.0)





Net Cash Used in Investing Activities	( i 4,865.5)		( i 47.0)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings Under Revolving Credit Facility	i 893.3		i 1,340.5
Repayments Under Revolving Credit Facility	( i 639.5)		( i 1,122.2)
Proceeds from Short-Term Borrowings	i 14.1		i 5.1
Repayments of Short-Term Borrowings	( i 15.9)		( i 7.0)
Proceeds from Long-Term Borrowings	i 5,532.9		i 1,036.8
Repayments of Long-Term Borrowings	( i 500.8)		( i 1,107.5)
Dividends Paid to Shareholders	( i 23.2)		( i 22.3)
Shares Surrendered for Taxes	( i 8.2)		( i 2.8)
Proceeds from the Exercise of Stock Options	i 0.9		i 1.8

Repurchase of Common Stock	i —		( i 114.2)



Financing Fees Paid	( i 50.0)		( i 4.5)
Net Cash Provided By Financing Activities	i 5,203.6		i 3.7
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	i 10.5		i 1.1
Net Increase (Decrease) in Cash and Cash Equivalents	i 454.8		( i 48.1)
Cash and Cash Equivalents at Beginning of Period	i 688.5		i 672.8
Cash and Cash Equivalents at End of Period	$	i 1,143.3	$	i 624.7
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid For:
Interest	$	i 75.1	$	i 10.1
Income taxes	$	i 23.0	$	i 18.8

See Accompanying Notes to Condensed Consolidated Financial Statements.

REGAL REXNORD CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in Millions Except Per Share Data, Unless Otherwise Noted)

1. i BASIS OF PRESENTATION

The accompanying (a) Condensed Consolidated Balance Sheet of Regal Rexnord Corporation (the “Company”), as of December 31, 2022, which has been derived from audited Consolidated Financial Statements, and (b) unaudited interim Condensed Consolidated Financial Statements as of March 31, 2023 and for the three months ended March 31, 2023 and March 31, 2022, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the Consolidated Financial Statements and the Notes thereto included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on February 24, 2023.

In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made. Except as otherwise discussed, such adjustments consist of only those of a normal recurring nature. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2023.

The Condensed Consolidated Financial Statements have been prepared in accordance with GAAP, which requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements and revenues and expenses during the periods reported. Actual results could differ from those estimates. The Company uses estimates in accounting for, among other items, allowance for credit losses; excess and obsolete inventory; share-based compensation; acquisitions; product warranty obligations; pension and post retirement assets and liabilities; derivative fair values; goodwill and other asset impairments; health care reserves; rebates and incentives; litigation claims and contingencies, including environmental matters; and income taxes. The Company accounts for changes to estimates and assumptions when warranted by factually based experience.

Effective during the first quarter of 2023, in conjunction with the Altra Transaction (as defined in Note 3 - Acquisitions and Divestitures), the Company realigned its i four operating segments with the change to its management structure and operating model following the Altra Transaction. The new operating and reportable segments are: Industrial Powertrain Solutions (IPS), Power Efficiency Solutions (PES), Automation & Motion Control (AMC) and Industrial Systems. Prior period financial information has been reclassified to reflect these new reportable segments. See Note 6 - Segment Information for further information. The results of operations of Altra for the period from the acquisition date to March 31, 2023 were immaterial and will be reflected in the Company’s results for the quarter ended June 30, 2023. The Company’s results of operations for the three months ended March 31, 2023 include transaction-related costs which are recorded in Operating expenses in the Condensed Consolidated Statements of Income. See Note 3 - Acquisitions and Divestitures.

i Reclassifications

Certain prior year amounts have been reclassified in the Condensed Consolidated Statements of Cash Flows to conform to the presentation used for the three months ended March 31, 2023.

i New Accounting Standards Adopted in 2023

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations. The ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted this new accounting guidance during the three months ended March 31, 2023. See Note 2 - Other Financial Information.

2. i OTHER FINANCIAL INFORMATION

Revenue Recognition

The Company recognizes revenue from the sale of electric motors, electrical motion controls, power generation, automation and power transmission products and components, factory automation sub-systems, industrial powertrain solutions, air moving products and specialty electrical components and systems. The Company recognizes revenue when control of the product passes to the customer or the service is provided and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services.

The following tables presents the Company’s revenues disaggregated by geographical region:

Three Months Ended

Industrial Powertrain Solutions

Power Efficiency Solutions

Automation & Motion Control

Industrial Systems

Total

North America

i 293.2

i 367.4

i 141.8

i 73.7

i 876.1

Asia

i 16.5

i 43.8

i 1.4

i 36.7

i 98.4

Europe

i 52.8

i 42.7

i 43.8

i 15.6

i 154.9

Rest-of-World

i 51.9

i 15.6

i 16.2

i 11.0

i 94.7

Total

i 414.4

i 469.5

i 203.2

i 137.0

i 1,224.1

Industrial Powertrain Solutions

Power Efficiency Solutions

Automation & Motion Control

Industrial Systems

Total

North America

i 290.3

i 444.4

i 132.1

i 68.5

i 935.3

Asia

i 31.2

i 50.4

i 3.2

i 39.4

i 124.2

Europe

i 57.6

i 46.3

i 40.5

i 12.3

i 156.7

Rest-of-World

i 37.2

i 26.1

i 8.5

i 10.5

i 82.3

Total

i 416.3

i 567.2

i 184.3

i 130.7

i 1,298.5

Trade Receivables

The Company's policy for estimating the allowance for credit losses on trade receivables considers several factors including historical write-off experience, overall customer credit quality in relation to general economic and market conditions, and specific customer account analyses to estimate expected credit losses. The specific customer account analysis considers such items as credit worthiness, payment history, and historical bad debt experience. Trade receivables are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. Adjustments to the allowance for credit losses are recorded in Operating Expenses.

Inventories

The following table presents approximate percentage distribution between major classes of inventories:


	March 31, 2023	December 31, 2022
Raw Material and Work in Process	i 64.4%	i 57.0%
Finished Goods and Purchased Parts	i 35.6%	i 43.0%

Inventories are stated at the lower of cost or net realizable value. All inventory is valued using the FIFO cost method.

Property, Plant, and Equipment

The following table presents property, plant, and equipment by major classification:

Useful Life in Years

Land and Improvements

i 147.9

i 103.4

Buildings and Improvements

i 3 - i 50

i 518.7

i 401.7

Machinery and Equipment

i 3 - i 15

i 1,385.3

i 1,111.3

Property, Plant and Equipment

i 2,051.9

i 1,616.4

Less: Accumulated Depreciation

( i 837.2)

( i 809.4)

Net Property, Plant and Equipment

i 1,214.7

i 807.0

Supplier Finance Program

The Company's supplier finance program with Bank of America ("the Bank") offers the Company's designated suppliers the option to receive payments of outstanding invoices in advance of the invoice maturity dates at a discount. The Company's payment obligation to the Bank remains subject to the respective supplier's invoice maturity date. The Bank acts as a payment agent, making payments on invoices the Company confirms are valid. The supplier finance program is offered for open account transactions only and may be terminated by either the Company or the Bank upon 15 days' notice. The Company has not pledged any assets under this program. The Company has not incurred any subscription, service or other fees related to the Company's supplier finance program. The Company's outstanding obligations under the supplier finance program which are classified within Accounts Payable, were $ i 72.1 million and $ i 69.9 million as of March 31, 2023 and December 31, 2022, respectively.

3. ACQUISITIONS AND i DIVESTITURES

Altra Transaction

On October 26, 2022, the Company entered into an Agreement and Plan of Merger (the “Altra Merger Agreement”) by and among the Company, Altra Industrial Motion Corp., a Delaware corporation (“Altra”), and Aspen Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). On March 27, 2023, in accordance with the terms and conditions of the Altra Merger Agreement, Merger Sub merged with (the "Altra Merger") and into Altra, with Altra surviving the Altra Merger as a wholly owned subsidiary of the Company (the “Altra Transaction”).

Pursuant to the Altra Merger Agreement, at the effective time of the Altra Merger (the “Effective Time”), each of Altra’s issued and outstanding shares of common stock, par value $ i 0.001 per share (“Altra Common Stock”) (other than (i) any shares held by either the Company, Altra or Merger Sub, (ii) shares owned by any direct or indirect wholly owned subsidiary of Altra or the Company, (iii) shares for which appraisal rights had been properly demanded according to Section 262 of the Delaware General Corporation Law and (iv) restricted shares of Altra Common Stock granted under Altra’s 2014 Omnibus Incentive Plan and subject to forfeiture conditions) were converted into $ i 62.00 in cash, without interest (the “Altra Merger Consideration”). The Altra Merger Agreement generally provided that (1) each vested Altra stock option outstanding immediately prior to the Effective Time was canceled and converted into a cash payment equal to the intrinsic value of such option based on the Altra Merger Consideration, (2) each unvested Altra stock option outstanding, immediately prior to the Effective Time, was converted into an award of stock options with respect to the Company's common stock, par value $ i 0.01 per share ("Common Stock") with an intrinsic value equivalent to the intrinsic value of the Altra stock option based on the Altra Merger Consideration, (3) each unvested Altra restricted stock unit outstanding, as of the Effective Time, that was subject solely to time-based vesting conditions was converted into an award of restricted stock units with respect to Common Stock with an equivalent value based on the Altra Merger Consideration on substantially similar terms and conditions, (4) each unvested award of Altra restricted shares was converted into an award of cash of equivalent value based on the Altra Merger Consideration on substantially similar terms and conditions, (5) each unvested Altra restricted stock unit outstanding, as of the Effective Time, that was subject to performance-based vesting conditions was converted into an award of time-based restricted stock with an equivalent value based on the Altra Merger Consideration on substantially similar terms and conditions (with performance goals being deemed satisfied at specified levels) and (6) each vested Altra restricted stock unit outstanding as of Effective Time was converted into the right to receive a cash payment based on the Altra Merger Consideration.

The Company's management determined that the Company is the accounting acquirer in the Altra Transaction based on the facts and circumstances noted within this section and other relevant factors. As such, the Company applied the acquisition method of accounting to the identifiable assets and liabilities of Altra, which have been measured at estimated fair value as of the date of the business combination.

The preliminary purchase price for the acquisition of Altra was approximately $ i 5.1 billion, subject to the finalization of purchase accounting.

The preliminary purchase price of Altra consisted of the following:

As of March 31, 2023

Cash paid for outstanding Altra Common Stock (i)

i 4,051.0

Stock based compensation (ii)

i 23.1

Payment of Altra debt (iii)

i 1,061.0

Pre-existing relationships (iv)

( i 0.5)

Preliminary purchase price

i 5,134.6

(i) Cash paid for the common stock component of the preliminary purchase price was based on i 65.3 million shares of outstanding Altra Common Stock as of March 27, 2023 at $ i 62.00 per share, in accordance with the Altra Merger Agreement.

(ii) Represents fair value of replacement equity-based awards and Company common stock issued in settlement of other Altra share based awards. The portion of the fair value attributable to pre-acquisition service was recorded as part of the consideration transferred in the Altra Transaction.

(iii) Cash paid by the Company to settle (a) the term loan facility (the "Altra Term Loan Facility"), (b) the revolving credit facility (the "Altra Revolving Credit Facility") and (c) i 95.28% of the i 6.125% senior notes due 2026 of Stevens Holding Company, Inc., a wholly owned subsidiary of Altra (the "Altra Notes"). $ i 18.1 million of the Altra Notes remained outstanding following the closing of the Altra Transaction. See Note 7 - Debt and Bank Credit Facilities for more information.

(iv) Represents effective settlement of outstanding payables and receivables between the Company and Altra. No gain or loss was recognized on this settlement

Purchase Price Allocation

Altra’s assets and liabilities were measured at estimated fair values at March 27, 2023, primarily using Level 3 inputs. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions, royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date.

Due to the timing of the Altra Transaction and the nature of the net assets acquired, as of March 31, 2023, the valuation process to determine the fair values is not complete and further adjustments are expected in fiscal year 2023. The Company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available, including the refinement of valuation assumptions. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price allocation adjustments will be recorded during the measurement period, but no later than one year from the date of the acquisition. The Company will reflect measurement period adjustments in the period in which the adjustments are determined.

The preliminary fair value of the assets acquired and liabilities assumed were as follows:

As of March 31, 2023

Cash and Cash Equivalents

i 259.1

Trade Receivables

i 258.1

Inventories

i 436.4

Prepaid Expenses and Other Current Assets

i 33.0

Property, Plant and Equipment

i 411.8

Intangible Assets

i 2,224.0

Deferred Income Tax Benefits

i 0.7

Operating Lease Assets

i 42.3

Other Noncurrent Assets

i 21.6

Accounts Payable

( i 183.2)

Accrued Compensation and Benefits

( i 66.1)

Other Accrued Expenses(1)

( i 145.7)

Current Operating Lease Liabilities

( i 12.5)

Current Maturities of Long-Term Debt

( i 0.4)

Long-Term Debt

( i 25.3)

Deferred Income Taxes

( i 560.7)

Pension and Other Post Retirement Benefits

( i 19.8)

Noncurrent Operating Lease Liabilities

( i 29.7)

Other Noncurrent Liabilities

( i 8.3)

Total Identifiable Net Assets

i 2,635.3

Goodwill

i 2,499.3

Preliminary purchase price

i 5,134.6

1) Includes $ i 60.1 million related to Altra transaction costs paid by the Company at the closing of the Altra Transaction.

Summary of Significant Fair Value Methods

The methods used to determine the fair value of significant identifiable assets and liabilities included in the allocation of purchase price are discussed below.

Inventories

Acquired inventory was comprised of finished goods, work in process and raw materials. The fair value of finished goods was calculated as the estimated selling price, adjusted for costs of the selling effort and a reasonable profit allowance relating to the selling effort. The fair value of work in process inventory was primarily calculated as the estimated selling price, adjusted for estimated costs to complete the manufacturing, estimated costs of the selling effort, as well as a reasonable profit margin on the remaining manufacturing and selling effort. The fair value of raw materials and supplies was determined based on replacement cost which approximates historical carrying value.

Property, Plant and Equipment

The preliminary fair value of Property, Plant, and Equipment was determined using either the cost approach, which relies on an estimate of replacement costs of the assets new and estimated accrued depreciation, or the market approach.

Identifiable Intangible Assets

The preliminary fair value and weighted average useful life of the identifiable intangible assets are as follows:

Fair Value

Weighted Average Useful Life (Years)

Customer Relationships(1)

i 1,780.0

i 14.0

Trademarks(2)

i 340.0

i 10.0

Technology(3)

i 104.0

i 13.0

Total Identifiable Intangible Assets

i 2,224.0

(1) The fair value of Customer Relationships was valued using a multi-period excess earnings method, a form of the income approach, which incorporates the estimated future cash flows to be generated from Altra's existing customer base.

(2) The Altra Trademarks were valued using the relief from royalty method, which considers both the market approach and the income approach.

(3) The Altra Technology was valued using the relief from royalty method, which considers both the market approach and the income approach.

The intangible assets related to definite-lived customer relationships, trademarks and technology are amortized over their estimated useful lives.

Leases, including right-of-use ("ROU") assets and lease liabilities

Lease liabilities were measured as of the effective date of the acquisition at the present value of future minimum lease payments over the remaining lease term and the incremental borrowing rate of the Company as if the acquired leases were new leases as of the acquisition date. ROU assets recorded within “Operating Lease Assets” are equal to the amount of the lease liability at the acquisition date adjusted for any off-market terms of the lease. The remaining lease term was based on the remaining term at the acquisition date plus any renewal or extension options that the Company is reasonably certain will be exercised.

Long-Term Debt

The fair value of the Altra Notes assumed was determined based on the total indebtedness as the debt consummated at the time of closing of the acquisition.

Deferred Income Tax Assets and Liabilities

The acquisition was structured as a merger and therefore, the Company assumed the historical tax basis of the Altra’s assets and liabilities. The deferred income tax assets and liabilities include the expected future federal, state, and foreign tax consequences associated with temporary differences between the fair values of the assets acquired and liabilities assumed and the respective tax bases. Tax rates utilized in calculating deferred income taxes generally represent the enacted statutory tax rates at the effective date of the acquisition in the jurisdictions in which legal title of the underlying asset or liability resides. See Note 10 - Income Taxes for further information related to income taxes.

Other Assets Acquired and Liabilities Assumed (excluding Goodwill)

The Company utilized the carrying values, net of allowances, to value accounts receivable and accounts payable as well as other current assets and liabilities as it was determined that carrying values represented the fair value of those items at the acquisition date. Accounts receivable reflect the best estimate at the acquisition date of the contractual cash flows expected to be collected.

Goodwill

The excess of the consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill. The goodwill is attributable to expected synergies and expanded market opportunities from combining the Company’s operations with those of Altra. The goodwill created in the acquisition is not expected to be deductible for tax purposes.

Transaction Costs

The Company incurred transaction-related costs in connection with the Altra Transaction of approximately $ i 65.6 million during the three months ended March 31, 2023, which include legal and professional services and certain employee compensation costs, including severance, that were recognized as Operating expenses in the Company's Condensed Consolidated Statements of Income. There were i no transaction-related costs in connection with the Altra Transaction recognized during the three months ended March 31, 2022. During the year ended December 31, 2022 the Company incurred $ i 14.7 million of costs related to the Altra Transaction.

The Company also incurred $ i 15.7 million of share-based compensation expense related to the accelerated vesting of awards for certain former Altra employees. See Note 9 – Shareholders' Equity for additional information.

In connection with the Altra Transaction, the Company incurred additional costs due to the entry into certain financing arrangements. Such financing arrangements are described in Note 7 – Debt and Bank Credit Facilities.

Unaudited Pro Forma Information

The following unaudited supplemental pro forma financial information presents the Company's financial results for the three months ended March 31, 2023 and March 31, 2022, respectively, as if the Altra Transaction had occurred on January 2, 2022, the first day of the Company's fiscal year ended December 31, 2022. The pro forma financial information includes, where applicable, adjustments for: (i) additional amortization expense that would have been recognized related to the acquired intangible assets, (ii) additional interest expense on transaction related borrowings less interest income earned on the investment of proceeds from borrowings prior to the close of the Altra Transaction, (iii) additional depreciation expense that would have been recognized related to the acquired property, plant, and equipment, (iv) transaction costs and other one-time non-recurring costs, including share-based compensation expense related to the accelerated vesting of awards for certain former Altra employees, which reduced expenses by $ i 81.3 million for the three months ended March 31, 2023 and increased expenses by $ i 99.0 million for the three months ended March 31, 2022, (v) additional cost of sales related to the inventory valuation adjustment which increased expenses by $ i 64.2 million for the three months ended March 31, 2022, and (vi) the estimated income tax effect on the pro forma adjustments.

The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the Altra Transaction been completed as of the date indicated or the results that may be obtained in the future.

For the Three Months Ended March 31, 2023

For the Three Months Ended March 31, 2022

Net Sales

i 1,675.2

i 1,810.2

Net Income Attributable to Regal Rexnord Corporation

i 37.6

( i 70.0)

Earnings Per Share Attributable to Regal Rexnord Corporation:

Basic

i 0.57

( i 1.04)

Assuming Dilution

i 0.56

( i 1.04)

4. i ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation adjustments, hedging activities and pension and post-retirement benefit adjustments are included in Accumulated Other Comprehensive Income (Loss) ("AOCI") a component of Total Equity.

The following tables present changes in AOCI by component for the three months ended March 31, 2023 and March 31, 2022:

Three Months Ended

Hedging Activities

Pension and Post Retirement Benefit Adjustments

Foreign Currency Translation Adjustments

Total

Beginning Balance

i 17.3

( i 13.3)

( i 356.1)

( i 352.1)

Other Comprehensive Income before Reclassifications

i 22.1

i —

i 34.2

i 56.3

Tax Impact

( i 5.3)

i —

( i 5.3)

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)

i 1.7

( i 0.5)

i —

i 1.2

Tax Impact

( i 0.4)

i 0.1

i —

( i 0.3)

Net Current Period Other Comprehensive Income (Loss)

i 18.1

( i 0.4)

i 34.2

i 51.9

Ending Balance

i 35.4

( i 13.7)

( i 321.9)

( i 300.2)

Hedging Activities

Pension and Post Retirement Benefit Adjustments

Foreign Currency Translation Adjustments

Total

Beginning Balance

i 21.0

( i 14.3)

( i 201.8)

( i 195.1)

Other Comprehensive Income (Loss) before Reclassifications

i 34.4

i 0.2

( i 1.0)

i 33.6

Tax Impact

( i 8.3)

i —

( i 8.3)

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)

( i 8.0)

i 0.2

i —

( i 7.8)

Tax Impact

i 2.0

i —

i 2.0

Net Current Period Other Comprehensive Income (Loss)

i 20.1

i 0.4

( i 1.0)

i 19.5

Ending Balance

i 41.1

( i 13.9)

( i 202.8)

( i 175.6)

The Condensed Consolidated Statements of Income line items affected by the hedging activities reclassified from AOCI in the tables above are disclosed in Note 13 - Derivative Financial Instruments.

The reclassification amounts for pension and post-retirement benefit adjustments in the tables above are part of net periodic benefit costs recorded in Other Income, Net (see also Note 8 - Retirement Plans).

5. i GOODWILL AND INTANGIBLE ASSETS

Goodwill

As required, the Company performs an annual impairment test of goodwill as of the end of the October fiscal month or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting units below their carrying value.

The following table presents changes to goodwill during the three months ended March 31, 2023:

Total

Industrial Powertrain Solutions

Power Efficiency Solutions

Automation & Motion Control

Industrial Systems

Balance as of December 31, 2022

i 4,018.8

i 2,290.0

i 752.3

i 865.0

i 111.5

Acquisitions

i 2,499.3

i 1,395.4

i —

i 1,103.9

i —

Translation Adjustments

i 8.6

i 5.2

i 1.1

i 1.9

i 0.4

Balance as of March 31, 2023

i 6,526.7

i 3,690.6

i 753.4

i 1,970.8

i 111.9

Cumulative Goodwill Impairment Charges

i 328.7

i 18.1

i 200.4

i 5.1

i 105.1

Intangible Assets

The following table presents intangible assets including those acquired in the Altra Transaction (see Note 3 - Acquisitions and Divestitures for more information):

Weighted Average Amortization Period (Years)

Gross Value

Accumulated
Amortization

Net Carrying Amount

Gross Value

Accumulated
Amortization

Net Carrying Amount

Customer Relationships

i 15

i 4,129.2

i 587.9

i 3,541.3

i 2,321.4

i 532.0

i 1,789.4

Technology

i 13

i 347.6

i 127.0

i 220.6

i 246.2

i 125.0

i 121.2

Trademarks

i 10

i 725.0

i 72.2

i 652.8

i 392.7

i 73.4

i 319.3

Total Intangibles

i 5,201.8

i 787.1

i 4,414.7

i 2,960.3

i 730.4

i 2,229.9

Amortization expense recorded for the three months ended March 31, 2023 was $ i 46.3 million. Amortization expense recorded for the three months ended March 31, 2022 was $ i 47.3 million. Amortization expense for fiscal year 2023 is estimated to be $ i 316.7 million.

The following table presents future estimated annual amortization expense for intangible assets:


Year	Estimated Amortization
2024	$	i 356.0
2025	i 354.0
2026	i 350.5
2027	i 349.8
2028	i 349.8

6. i SEGMENT INFORMATION

Effective during the first quarter of 2023, the Company realigned its i four operating segments taking into account the change to its management structure and operating model following completion of the Altra Transaction. All prior periods have been recast to reflect the current segment presentation. The Company is comprised of i four operating segments: Industrial Powertrain Solutions (IPS), Power Efficiency Solutions (PES), Automation & Motion Control (AMC) and Industrial Systems.

IPS consists of the majority of the Company's previous Motion Control Solutions (MCS) segment, excluding the conveying and aerospace business units, plus Altra's Power Transmission Technologies segment. The IPS segment designs, produces and services mounted and unmounted bearings, couplings, mechanical power transmission drives and components, gearboxes and

gear motors, clutches, brakes, special components products and industrial powertrain components and solutions serving a broad range of markets including food and beverage, bulk handling, eCommerce/warehouse distribution, energy, agricultural machinery, turf & garden and general industrial.

PES consists of the Company's previous Climate Solutions and Commercial Systems segments. The PES segment designs and produces fractional to approximately 5 horsepower AC and DC motors, electronic variable speed controls, fans, and blowers for commercial applications and small motors, electronic variable speed controls and air moving solutions serving markets including residential and light commercial HVAC, water heaters, commercial refrigeration, commercial building ventilation, pool and spa, irrigation, dewatering, agriculture, and general commercial equipment.

AMC consists of the Company's previous MCS aerospace and conveying business units, Altra's Automation & Specialty segment and the Thomson Power Systems business that was previously in the Company's Industrial Systems segment. The AMC segment designs, produces and services conveyor products, conveying automation subsystems, aerospace components, rotary precision motion solutions, high-efficiency miniature motors and motion control products, automation transfer switches, switchgear for industrial applications and automation systems that enable and control the transition of rotary motion to linear motion. These products are used in advanced material handling, aerospace and defense, factory automation, data centers, medical device, packaging, printing, semiconductor, robotic, industrial power tool, mobile off-highway, food & beverage processing and other applications.

Industrial Systems consists of the Company's previous Industrial Systems segment excluding the Thomson Power Systems business. The Industrial Systems segment designs and produces integral motors, alternators for industrial applications, along with aftermarket parts and kits to support such products. These products serve markets including agriculture, marine, mining, oil and gas, food and beverage, data centers, prime and standby power, and general industrial equipment.

The Company evaluates performance based on the segment's income from operations. Corporate costs have been allocated to each segment based on the net sales of each segment. The reported external net sales of each segment are from external customers.

The following sets forth certain financial information attributable to the Company's operating segments, recast as described above, for the three months ended March 31, 2023 and March 31, 2022:

Three Months Ended

Industrial Powertrain Solutions

Power Efficiency Solutions

Automation & Motion Control

Industrial Systems

Eliminations

Total

External Sales

i 414.4

i 469.5

i 203.2

i 137.0

—

i 1,224.1

Intersegment Sales

i 3.5

i 4.2

i 5.2

i 0.7

( i 13.6)

—

Total Sales

i 417.9

i 473.7

i 208.4

i 137.7

( i 13.6)

i 1,224.1

Gross Profit

i 177.4

i 117.7

i 75.4

i 27.6

—

i 398.1

Operating Expenses

i 151.5

i 72.3

i 80.6

i 24.8

—

i 329.2

Total Operating Expenses

i 151.5

i 72.3

i 80.6

i 24.8

—

i 329.2

Income (Loss) from Operations

i 25.9

i 45.4

( i 5.2)

i 2.8

—

i 68.9

Depreciation and Amortization

i 41.6

i 11.7

i 19.7

i 3.5

—

i 76.5

Capital Expenditures

i 5.4

i 8.7

i 3.1

i 1.5

—

i 18.7

External Sales

i 416.3

i 567.2

i 184.3

i 130.7

—

i 1,298.5

Intersegment Sales

i 1.6

i 2.9

i 3.4

i 0.5

( i 8.4)

—

Total Sales

i 417.9

i 570.1

i 187.7

i 131.2

( i 8.4)

i 1,298.5

Gross Profit

i 154.3

i 177.5

i 63.0

i 27.1

—

i 421.9

Operating Expenses

i 108.0

i 73.1

i 50.7

i 20.2

—

i 252.0

Total Operating Expenses

i 108.0

i 73.1

i 50.7

i 20.2

—

i 252.0

Income from Operations

i 46.3

i 104.4

i 12.3

i 6.9

—

i 169.9

Depreciation and Amortization

i 42.6

i 12.1

i 19.7

i 3.5

—

i 77.9

Capital Expenditures

i 2.5

i 7.9

i 1.6

i 1.4

—

i 13.4

The following table presents identifiable assets information attributable to the Company's operating segments, recast as described above, as of March 31, 2023 and December 31, 2022:

Industrial Powertrain Solutions

Power Efficiency Solutions

Automation & Motion Control

Industrial Systems

Total

Identifiable Assets as of March 31, 2023

i 8,456.2

i 2,234.5

i 5,107.5

i 749.2

i 16,547.4

Identifiable Assets as of December 31, 2022

i 5,028.5

i 2,234.1

i 2,202.2

i 804.1

i 10,268.9

7. i DEBT AND BANK CREDIT FACILITIES

The following table presents the Company’s indebtedness as of March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
Senior Notes	$	i 4,700.0	$	i —
Term Facility	i 1,359.0		i 536.3
Private Placement Notes	i —		i 500.0
Land Term Facility	i 486.8		i 486.8
Multicurrency Revolving Facility	i 700.0		i 429.0
Altra Notes	i 18.1		i —


Other	i 82.2		i 76.7
Less: Debt Issuance Costs	( i 61.3)		( i 5.3)
Total	i 7,284.8		i 2,023.5
Less: Current Maturities	i 74.2		i 33.8
Long-Term Debt	$	i 7,210.6	$	i 1,989.7

The below discussion of the Company’s indebtedness should be read in conjunction with the Note 7 – Debt and Bank Credit Facilities in the Company’s 2022 Annual Report on Form 10-K filed on February 24, 2023.

Credit Agreement

On March 28, 2022, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as Administrative Agent and the lenders named therein, which was subsequently amended on November 17, 2022 (the "First Amendment") and November 30, 2022 (the "Assumption Agreement"), which in combination provide for, among other things:

i.an unsecured term loan facility in the initial principal amount of up to $ i 550.0 million, maturing on March 28, 2027, which was upsized by $ i 840.0 million on March 27, 2023 in connection with the Altra Transaction (the "Term Facility");

ii.an unsecured term loan facility in the initial principal amount of $ i 486.8 million, under which the Company's subsidiary Land Newco, Inc. remains the sole borrower, maturing on March 28, 2027 (the "Land Term Facility"); and

iii.an unsecured revolving loan in the initial principal amount of up to $ i 1,000.0 million, maturing on March 28, 2027, which was upsized by $ i 570.0 million on March 27, 2023 in connection with the Altra Transaction (the "Multicurrency Revolving Facility").

Borrowings under the Credit Agreement bear interest at floating rates based upon indices determined by the currency of the borrowing (SOFR or an alternative base rate for US Dollar borrowings) or at an alternative base rate, in each case, plus an applicable margin. The weighted average interest rate on the Term Facility for the three months ended March 31, 2023 and March 31, 2022 was i 6.0% and i 2.0%, respectively. The weighted average interest rate on the Land Term Facility for the three months ended March 31, 2023 and March 31, 2022 was i 5.9% and i 1.7%, respectively.

The Term Facility requires quarterly amortization at i 5.0% per annum, unless previously prepaid. Per the terms of the Credit Agreement, prepayments can be made without penalty and be applied to the next payment due. The Land Term Facility has no required amortization.

As of March 31, 2023, the Company had i no standby letters of credit issued under the Multicurrency Revolving Facility, and $ i 870.0 million of available borrowing capacity. For the three months ended March 31, 2023 and March 31, 2022 under the Multicurrency Revolving Facility, the average daily balance in borrowings was $ i 580.6 million and $ i 773.7 million, respectively, and the weighted average interest rate was i 5.8% and i 1.7%, respectively. The Company pays a non-use fee of i 0.3% as of March 31, 2023 on the aggregate unused amount of the Multicurrency Revolving Facility at a rate determined by reference to its consolidated funded debt to consolidated EBITDA ratio.

Private Placement Notes

On April 7, 2022, the Company entered into a Note Purchase Agreement for the issuance and sale of $ i 500.0 million aggregate principal amount of i 3.90% senior notes due April 7, 2032 (the "Private Placement Notes"). Following the issuance of the Senior Notes discussed below, on January 27, 2023, the Company repaid the Private Placement Notes in full with no make-whole payments.

Bridge Facility

In connection with the Altra Transaction, on October 26, 2022, the Company entered into a commitment letter pursuant to which JPMorgan Chase Bank, N.A. committed to provide the Company approximately $ i 5,500.0 million in aggregate principal amount of senior bridge loans under a i 364-day senior unsecured bridge term loan facility (the “Bridge Facility”) to, among other things, fund, in part, the Altra Transaction. The Bridge Facility was terminated upon issuance of the Senior Notes in January 2023. The Company paid $ i 27.5 million in Bridge Facility fees in fiscal 2022, of which $ i 10.5 million were recognized in Interest Expense in the fourth quarter of 2022 and $ i 17.0 million were recognized in Interest Expense during the three months ended March 31, 2023.

Senior Notes

On January 24, 2023, the Company issued $ i 1,100.0 million aggregate principal amount of its i 6.05% senior notes due 2026 (the “2026 Senior Notes”), $ i 1,250.0 million aggregate principal amount of its i 6.05% senior notes due 2028 (the “2028 Senior Notes”), $ i 1,100.0 million aggregate principal amount of its i 6.30% senior notes due 2030 (the “2030 Senior Notes”) and $ i 1,250.0 million aggregate principal amount of its i 6.40% senior notes due 2033 (the “2033 Senior Notes” and, together with the 2026 Senior Notes, 2028 Senior Notes and 2030 Senior Notes, collectively, the “Senior Notes”). The 2026 Senior Notes are scheduled to mature on February 15, 2026, the 2028 Senior Notes are scheduled to mature on April 15, 2028, the 2030 Senior Notes are scheduled to mature on February 15, 2030, and the 2033 Senior Notes are scheduled to mature on April 15, 2033.

The rate of interest on each series of the Senior Notes is subject to an increase of up to i 2.00% in the event of certain downgrades in the debt rating of the Senior Notes. Interest on the 2026 Senior Notes and the 2030 Senior Notes will be payable semi-annually on February 15 and August 15 of each year, beginning on August 15, 2023. Interest on the 2028 Senior Notes and the 2033 Senior Notes will be payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2023.

The Senior Notes were issued and sold in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of1933 and persons outside the United States in accordance with Regulation S under the Securities Act. Pursuant to a registration rights agreement, the Company will exchange the Senior Notes with registered notes with terms substantially identical to the Senior Notes within 540 days from the date of issuance.

The Company received $ i 4,647.0 million in net proceeds from the sale of the Senior Notes, after deducting the initial purchasers’ discounts and estimated offering expenses. The Company used a portion of the net proceeds to repay the Company’s outstanding Private Placement Notes and used the remaining net proceeds, together with the incremental term loan commitments under the Term Facility and cash on hand, to fund the consideration for the Altra Transaction, repay certain of Altra’s outstanding indebtedness, and pay certain fees and expenses.

Prior to the consummation of the Altra Transaction, the Company used a portion of the proceeds to repay the outstanding borrowings under the Multicurrency Revolving Facility in January 2023 and invested the remaining net proceeds of approximately $ i 3.6 billion in interest bearing accounts. The Company recognized $ i 29.4 million in Interest Income during the three months ended March 31, 2023.

Altra Notes

On March 27, 2023, in connection with the Altra Transaction, the Company assumed $ i 18.1 million aggregate principal amount of i 6.125% senior notes due 2026 (the “Altra Notes”). The Company purchased i 95.28% of the outstanding Altra Notes for total consideration of $ i 382.7 million. See Note 3 – Acquisitions and Divestitures for more information.

The Altra Notes will mature on October 1, 2026. The Altra Notes may be redeemed at the option of the issuer on or after October 1, 2023. The Notes are guaranteed on a senior unsecured basis by certain of the Company's domestic subsidiaries.

Compliance with Financial Covenants

The Credit Agreement, Senior Notes, and Altra Notes require the Company to meet specified financial ratios and to satisfy certain financial condition tests. The Company was in compliance with all financial covenants contained in the Credit Agreement as of March 31, 2023.

Other Notes Payable

These amounts consist of finance leases as well as certain long-term fixed rate term loans entered into by subsidiaries in Europe that are generally secured by the local property, plant and equipment. The weighted average interest rate on other notes payable for the three months ended March 31, 2023 and March 31, 2022 were i 4.8% and i 5.1%, respectively.

Other Disclosures

Based on rates for instruments with comparable maturities and credit quality, which are classified as Level 2 inputs (see also Note 14 - Fair Value), the approximate fair value of the Company's total debt was $ i 7,283.1 million and $ i 1,926.6 million as of March 31, 2023 and December 31, 2022, respectively.

Maturities of long-term debt outstanding as of March 31, 2023, excluding debt issuance costs, are as follows:

Year

Amount of Maturity

2023

i 56.8

2024

i 73.4

2025

i 73.7

2026

i 1,191.6

2027

i 2,289.4

Thereafter

i 3,661.2

Total

i 7,346.1

8. i RETIREMENT PLANS

The following table presents the Company’s net periodic benefit cost (income) components:

Three Months Ended

Service Cost

i 0.3

Interest Cost

i 5.6

i 3.6

Expected Return on Plan Assets

( i 6.7)

( i 5.1)

Amortization of Prior Service Cost and Net Actuarial Loss

( i 0.5)

i 0.2

Net Periodic Benefit Income

( i 1.3)

( i 1.0)

The service cost component is included in Cost of Sales and Operating Expenses. All other components of net periodic benefit costs are included in Other Income, Net on the Company's Condensed Consolidated Statements of Income.

For the three months ended March 31, 2023 and March 31, 2022, the Company contributed $ i 1.5 million and $ i 1.7 million, respectively, to retirement plans. The Company expects to make total contributions of $ i 6.5 million in 2023. The Company contributed a total of $ i 8.3 million in fiscal 2022.

For the three months ended March 31, 2023 and March 31, 2022, the Company contributed $ i 6.2 million and $ i 5.9 million, respectively, to defined contribution plans.

In connection with the Altra Transaction, $ i 30.5 million of plan benefit obligations and $ i 13.8 million of plan assets included in the Altra business were transferred to the Company on March 27, 2023.

9. i SHAREHOLDERS’ EQUITY

Share-Based Compensation

The Company recognized approximately $ i 21.7 million and $ i 6.3 million in share-based compensation expense for the three months ended March 31, 2023 and March 31, 2022, respectively. The $ i 21.7 million includes $ i 15.7 million related to the accelerated vesting of awards for certain former Altra employees. The total income tax benefit recognized in the Condensed Consolidated Statements of Income for share-based compensation expense was $ i 1.4 million and $ i 1.5 million for the three months ended March 31, 2023 and March 31, 2022, respectively. The Company recognizes compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award.

During the three months ended March 31, 2023, the Company granted the following share-based incentive awards:

Award Type

Number of Awards

Weighted Average Grant-Date Fair Value

Options and SARs1

i 147,174

i 54.96

Restricted Stock Awards1

i 20,400

i 135.29

Restricted Stock Units1

i 248,794

i 141.92

Performance Share Units

i 58,807

i 235.77

1 Certain outstanding equity-based awards held by employees of Altra that related to shares of Altra Common Stock were replaced by equity-based awards of the Company Common Stock with substantially similar terms and conditions. These awards include i 32,419 options with a weighted-average grant date fair value of $ i 57.64, i 20,114 restricted stock awards with a weighted-average grant date fair value of $ i 135.50 and i 161,414 restricted stock units with a weighted-average grant date fair value of $ i 135.50 issued as replacement awards for Altra unvested awards outstanding at close of the Altra Transaction on March 27, 2023.

10. i INCOME TAXES

The effective tax rate for the three months ended March 31, 2023 was i 180.9% versus i 22.2% for the three months ended March 31, 2022. The effective tax rate for the three months ended March 31, 2023 was higher than the same period in the prior year primarily driven by non-deductible transaction costs associated with the Altra Transaction and withholding taxes resulting from the cash repatriation of foreign earnings.

As of March 31, 2023 and December 31, 2022, the Company had approximately $ i 9.4 million and $ i 5.7 million of unrecognized tax benefits, all of which would impact the effective income tax rate if recognized. Potential interest and penalties related to unrecognized tax benefits are recorded in income tax expense. The Company had approximately $ i 1.2 million and $ i 1.2 million of accrued interest as of March 31, 2023 and December 31, 2022, respectively.

11. i EARNINGS PER SHARE

Diluted earnings per share is calculated based upon earnings applicable to common shares divided by the weighted-average number of common shares outstanding during the period adjusted for the effect of other dilutive securities. The amount of the anti-dilutive shares were i 0.4 million and i 0.1 million for the three months ended March 31, 2023 and March 31, 2022, respectively. i The following table reconciles the basic and diluted shares used in earnings per share calculations for the three months ended March 31, 2023 and March 31, 2022:

Three Months Ended

Denominator for Basic Earnings Per Share

i 66.2

i 67.4

Effect of Dilutive Securities

i 0.4

i 0.5

Denominator for Diluted Earnings Per Share

i 66.6

i 67.9

12. i CONTINGENCIES

i One of the Company's subsidiaries that it acquired in 2007 is subject to numerous claims filed in various jurisdictions relating to certain sub-fractional motors that were primarily manufactured through 2004 and that were included as components of residential and commercial ventilation units manufactured and sold in high volumes by a third party. These ventilation units are subject to product safety requirements and other potential regulation of their performance by government agencies such as the US Consumer Product Safety Commission (“CPSC”). The claims generally allege that the ventilation units were the cause of fires. The Company has recorded an estimated liability for incurred claims. Based on the current facts, the Company cannot assure that these claims, individually or in the aggregate, will not have a material adverse effect on its subsidiary's financial condition. The Company's subsidiary cannot reasonably predict the outcome of these claims, the nature or extent of any CPSC or other remedial actions, if any, that the Company's subsidiary may need to undertake with respect to motors that remain in the field, or the costs that may be incurred, some of which could be significant.

As a result of the Company's acquisition of the Rexnord PMC business, it is entitled to indemnification from third parties to agreements with the Rexnord PMC business against certain contingent liabilities of the Rexnord PMC business, including certain pre-closing environmental liabilities.

The Company believes that, pursuant to the transaction documents related to the Rexnord PMC business' acquisition of the Stearns business from Invensys plc ("Invensys"), Invensys (now known as Schneider Electric) is obligated to defend and indemnify us with respect to the matters described below relating to the Ellsworth Industrial Park Site and to various asbestos claims. The indemnity obligations relating to the matters described below are subject, together with indemnity obligations relating to other matters, to an overall dollar cap equal to the purchase price, which is an amount in excess of $ i 900.0 million. In the event that the Company is unable to recover from Invensys with respect to the matters below, it may be entitled to indemnification from Zurn Water Solutions Corporation (formerly known as Rexnord Corporation) ("Zurn"), subject to certain limitations. The following paragraphs summarize the most significant actions and proceedings:

•In 2002, the Company's subsidiary, Rexnord Industries, LLC ("Rexnord Industries") was named as a potentially responsible party ("PRP"), together with at least ten other companies, at the Ellsworth Industrial Park Site, Downers Grove, DuPage County, Illinois (the "Site"), by the United States Environmental Protection Agency ("USEPA"), and the Illinois Environmental Protection Agency ("IEPA"). Rexnord Industries' Downers Grove property is situated within the Ellsworth Industrial Complex. The USEPA and IEPA allege there have been one or more releases or threatened releases of chlorinated solvents and other hazardous substances, pollutants or contaminants at the Site, allegedly including but not limited to a release or threatened release on or from Rexnord Industries' property. The relief sought by the USEPA and IEPA includes further investigation and potential remediation of the Site and reimbursement of USEPA's past costs. In early 2020, Rexnord Industries entered into an administrative order with the USEPA to do remediation work on its Downers Grove property. The soil excavation work and transporting and disposing of the excavated material was completed in October 2020. An AS/SVE system construction was completed in February 2022 and is anticipated to operate for three years. All previously pending property damage and personal injury lawsuits against Rexnord Industries related to the Site have been settled or dismissed. Pursuant to its indemnity obligation, Invensys continues to defend Rexnord Industries in known matters related to the Site, including the costs of the remediation work pursuant to the 2020 administrative order, and has paid i 100% of the costs to date. This indemnification right would not protect Rexnord Industries against liabilities related to environmental conditions that were unknown to Invensys at the time of the acquisition of the Stearns business from Invensys.

•Multiple lawsuits (with approximately i 350 claimants) are pending in state or federal court in numerous jurisdictions relating to alleged personal injuries due to the alleged presence of asbestos in certain brakes and clutches previously manufactured by the Rexnord PMC business' Stearns brand of brakes and clutches and/or its predecessor owners. Invensys and FMC, prior owners of the Stearns business, have paid i 100% of the costs to date related to the Stearns lawsuits. Similarly, the Rexnord PMC business' Prager subsidiary is the subject of claims by multiple claimants alleging personal injuries due to the alleged presence of asbestos in a product allegedly manufactured by Prager. However, all these claims are currently on the Texas Multi-district Litigation inactive docket, and the Company does not believe that they will become active in the future. To date, the Rexnord PMC business' insurance providers have paid i 100% of the costs related to the Prager asbestos matters. We believe that the combination of the Company's insurance coverage and the Invensys indemnity obligations will cover any future costs of these matters.

In connection with the Company's acquisition of the Rexnord PMC business, transaction documents related to the Rexnord PMC business’ acquisition of The Falk Corporation from Hamilton Sundstrand Corporation were assigned to Rexnord Industries, and provide Rexnord Industries with indemnification against certain products related asbestos exposure liabilities. The Company believes that, pursuant to such indemnity obligations, Hamilton Sundstrand is obligated to defend and indemnify Rexnord Industries with respect to asbestos claims described below, and that, with respect to these claims, such indemnity obligations are not subject to any time or dollar limitations.

The following paragraph summarizes the most significant actions and proceedings for which Hamilton Sundstrand has accepted responsibility:

•Rexnord Industries is a defendant in multiple lawsuits pending in state or federal court in numerous jurisdictions relating to alleged personal injuries due to the alleged presence of asbestos in certain clutches and drives previously manufactured by The Falk Corporation. The ultimate outcome of these lawsuits cannot presently be determined. Hamilton Sundstrand is defending Rexnord Industries in these lawsuits pursuant to its indemnity obligations and has paid i 100% of the costs to date.

The Company is, from time to time, party to litigation and other legal or regulatory proceedings that arise in the normal course of its business operations and the outcomes of which are subject to significant uncertainty, including product warranty and liability claims, contract disputes and environmental, asbestos, intellectual property, employment and other litigation matters. The Company's products are used in a variety of industrial, commercial and residential applications that subject the Company to claims that the use of its products is alleged to have resulted in injury or other damage. Many of these matters will only be resolved when one or more future events occur or fail to occur. Management conducts regular reviews, including updates from legal counsel, to assess the need for accounting recognition or disclosure of these contingencies, and such assessment inherently involves an exercise in judgment. The Company accrues for exposures in amounts that it believes are adequate, and the Company does not believe that the outcome of any such lawsuit individually or collectively will have a material effect on the Company's financial position, its results of operations or its cash flows.

The Company recognizes the cost associated with its standard warranty on its products at the time of sale. The amount recognized is based on historical experience. i The following table presents a reconciliation of the changes in accrued warranty costs for the three months ended March 31, 2023 and March 31, 2022:

Three Months Ended

Beginning Balance

i 28.8

i 23.0

Less: Payments

( i 3.3)

( i 5.6)

Provisions

i 6.2

i 6.0

Acquisitions

i 9.8

i —

Ending Balance

i 41.5

i 23.4

These liabilities are included in Other Accrued Expenses and Other Noncurrent Liabilities on the Condensed Consolidated Balance Sheets.

13. i DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are commodity price risk, currency exchange risk, and interest rate risk. Forward contracts on certain commodities are entered into to manage the price risk associated with forecasted purchases of materials used in the Company's manufacturing process. Forward contracts on certain currencies are entered into to manage forecasted cash flows in certain foreign currencies. Interest rate swaps are utilized to manage interest rate risk associated with the Company's floating rate borrowings.

The Company is exposed to credit losses in the event of non-performance by the counterparties to various financial agreements, including its commodity hedging transactions, foreign currency exchange contracts and interest rate swap agreements. Exposure to counterparty credit risk is managed by limiting counterparties to major international banks and financial institutions meeting established credit guidelines and continually monitoring their compliance with the credit guidelines. The Company does not obtain collateral or other security to support financial instruments subject to credit risk. The Company does not anticipate non-performance by its counterparties, but cannot provide assurances.

The Company recognizes all derivative instruments as either assets or liabilities at fair value in the Condensed Consolidated Balance Sheets. The Company designates commodity forward contracts as cash flow hedges of forecasted purchases of commodities, currency forward contracts as cash flow hedges of forecasted foreign currency cash flows and interest rate swaps as cash flow hedges of forecasted SOFR-based interest payments. There were no significant collateral deposits on derivative financial instruments as of March 31, 2023 or March 31, 2022.

The effective portion of the gain or loss on the derivative is reported as a component of AOCI and reclassified into the same line within the Condensed Consolidated Statement of Income as the earnings effect of the hedged item in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or changes in market value of derivatives not designated as hedges are recognized in current earnings.

As of March 31, 2023 and December 31, 2022, the Company had $ i 16.4 million and $ i 11.9 million, respectively, net of tax, of derivative gains on closed hedge instruments in AOCI that will be realized in earnings when the hedged items impact earnings.

T i he Company had the following currency forward contracts outstanding (with maturities extending through August 2024):


	March 31, 2023		December 31, 2022
Chinese Renminbi	$	i 251.4	$	i 173.8
Mexican Peso	i 189.1		i 215.2
Euro	i 342.3		i 159.6
Indian Rupee	i 44.2		i 33.1



British Pound	i 6.0		i 2.1

The Company had the following commodity forward contracts outstanding (with maturities extending through August 2024) to hedge forecasted purchases of commodities (notional amounts expressed in terms of the dollar value of the hedged item):


	March 31, 2023		December 31, 2022
Copper	$	i 67.4	$	i 89.4
Aluminum	i 2.3		i 4.0

The Company entered into i two receive variable/pay-fixed forward starting non-amortizing interest rate swaps in June 2020, with a total notional amount of $ i 250.0 million, which were subsequently terminated in March 2022. The cash proceeds of $ i 16.2 million received to settle the terminated swaps is being recognized as a reduction of interest expense via the effective interest rate method through July 2025 when the terminated swaps were scheduled to expire. The Company entered into i two additional receive variable/pay-fixed forward starting non-amortizing interest rate swaps in May 2022, with a total notional amount of $ i 250.0 million. These swaps will expire in March 2027.

i Fair values of derivative instruments as of March 31, 2023 and December 31, 2022 were:

Prepaid Expenses and Other Current Assets

Other Noncurrent Assets

Other Accrued Expenses

Other Noncurrent Liabilities

Designated as Hedging Instruments:

Interest Rate Swap Contracts

i —

i 4.3

i —

Currency Contracts

i 22.0

i 2.0

i 2.4

i 0.1

Commodity Contracts

i 2.3

i 0.4

i 3.3

i 0.1

Not Designated as Hedging Instruments:

Currency Contracts

i 0.8

i —

i 0.1

i —

Commodity Contracts

i —

i 0.1

i —

Total Derivatives

i 25.1

i 6.7

i 5.9

i 0.2

Prepaid Expenses and Other Current Assets

Other Noncurrent Assets

Other Accrued Expenses

Other Noncurrent Liabilities

Designated as Hedging Instruments:

Interest Rate Swap Contracts

i —

i 7.9

i —

Currency Contracts

i 12.3

i 0.9

i 4.8

i —

Commodity Contracts

i 0.9

i 0.3

i 10.2

i —

Not Designated as Hedging Instruments:

Currency Contracts

i 0.7

i —

Commodity Contracts

i —

i 0.4

i —

Total Derivatives

i 13.9

i 9.1

i 15.4

i —

Derivatives Designated as Cash Flow Hedging Instruments

The effect of derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income were:

Three Months Ended

Commodity Forwards

Currency Forwards

Interest Rate Swaps

Total

Commodity Forwards

Currency Forwards

Interest Rate Swaps

Total

Gain (Loss) Recognized in Other Comprehensive Income (Loss)

i 5.5

i 20.3

( i 3.7)

i 22.1

i 13.4

i 10.4

i 10.6

i 34.4

Amounts Reclassified from Other Comprehensive Income (Loss):

Gain recognized in Net Sales

i —

i 0.1

i —

i 0.1

(Loss) Gain Recognized in Cost of Sales

( i 5.0)

i 2.0

i —

( i 3.0)

i 5.2

i 3.0

i —

i 8.2

Gain (Loss) Recognized in Interest Expense

i —

i 1.3

i —

( i 0.3)

Derivatives Not Designated as Cash Flow Hedging Instruments:

The effect of derivative instruments not designated as cash flow hedges on the Condensed Consolidated Statements of Income were:

Three Months Ended

Commodity Forwards

Currency Forwards

Commodity Forwards

Currency Forwards

Gain recognized in Cost of Sales

i 0.2

i —

i 0.6

i —

Gain recognized in Operating Expenses

i —

i 1.9

i —

i 1.5

The AOCI balance related to hedging activities of a $ i 35.4 million gain net of tax as of March 31, 2023 includes $ i 24.2 million of net current deferred gains expected to be reclassified to the Consolidated Statement of Comprehensive Income in the next twelve months. There were no gains or losses reclassified from AOCI to earnings based on the probability that the forecasted transaction would not occur.

The Company's commodity and currency derivative contracts are subject to master netting agreements with the respective counterparties which allow the Company to net settle transactions with a single net amount payable by one party to another party. The Company has elected to present the derivative assets and derivative liabilities on the Condensed Consolidated Balance Sheets on a gross basis as of March 31, 2023 and December 31, 2022.

The following table presents the derivative assets and derivative liabilities presented on a net basis under enforceable master netting agreements:

Gross Amounts as Presented in the Condensed Consolidated Balance Sheet

Derivative Contract Amounts Subject to Right of Offset

Derivative Contracts as Presented on a Net Basis

Prepaid Expenses and Other Current Assets:

Derivative Currency Contracts

i 22.8

( i 1.9)

i 20.9

Derivative Commodity Contracts

i 2.3

( i 2.0)

i 0.3

Other Noncurrent Assets:

Derivative Currency Contracts

i 2.0

i —

i 2.0

Derivative Commodity Contracts

i 0.4

( i 0.1)

i 0.3

Other Accrued Expenses:

Derivative Currency Contracts

i 2.5

( i 1.9)

i 0.6

Derivative Commodity Contracts

i 3.4

( i 2.0)

i 1.4

Other Noncurrent Liabilities:

Derivative Currency Contracts

i 0.1

( i 0.1)

i —

Derivative Commodity Contracts

i 0.1

i —

i 0.1

Gross Amounts as Presented in the Condensed Consolidated Balance Sheet

Derivative Contract Amounts Subject to Right of Offset

Derivative Contracts as Presented on a Net Basis

Prepaid Expenses and Other Current Assets:

Derivative Currency Contracts

i 13.0

( i 2.5)

i 10.5

Derivative Commodity Contracts

i 0.9

( i 0.9)

i —

Other Noncurrent Assets:

Derivative Currency Contracts

i 0.9

i —

i 0.9

Derivative Commodity Contracts

i 0.3

i —

i 0.3

Other Accrued Expenses:

Derivative Currency Contracts

i 4.8

( i 2.5)

i 2.3

Derivative Commodity Contracts

i 10.6

( i 0.9)

i 9.7

14. i FAIR VALUE

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:


Level 1			Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2			Unadjusted quoted prices in active markets for similar assets or liabilities, or
			Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
			Inputs other than quoted prices that are observable for the asset or liability
Level 3			Unobservable inputs for the asset or liability

The Company uses the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The fair values of cash equivalents and short-term deposits approximate their carrying values as of March 31, 2023 and December 31, 2022, due to the short period of time to maturity and are classified using Level 1 inputs. The fair values of trade receivables and accounts payable approximate the carrying values due to the short period of time to maturity. See Note 7 - Debt and Bank Credit Facilities for disclosure of the approximate fair value of the Company's debt as of March 31, 2023 and December 31, 2022.

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2023 and December 31, 2022:

Classification

Assets:

Prepaid Expenses and Other Current Assets:

Derivative Currency Contracts

i 22.8

i 13.0

Level 2

Derivative Commodity Contracts

i 2.3

i 0.9

Level 2

Other Noncurrent Assets:

Assets Held in Rabbi Trust

i 12.1

i 6.4

Level 1

Derivative Currency Contracts

i 2.0

i 0.9

Level 2

Derivative Commodity Contracts

i 0.4

i 0.3

Level 2

Interest Rate Swap

i 4.3

i 7.9

Level 2

Liabilities:

Other Accrued Expenses:

Derivative Currency Contracts

i 2.5

i 4.8

Level 2

Derivative Commodity Contracts

i 3.4

i 10.6

Level 2

Other Noncurrent Liabilities:

Derivative Currency Contracts

i 0.1

i —

Level 2

Derivative Commodity Contracts

i 0.1

i —

Level 2

Level 1 fair value measurements for assets held in a Rabbi Trust are unadjusted quoted prices.

Level 2 fair value measurements for derivative assets and liabilities are measured using quoted prices in active markets for similar assets and liabilities. Interest rate swaps are valued based on the discounted cash flows using the SOFR forward yield curve for an instrument with similar contractual terms. Foreign currency forwards are valued based on exchange rates quoted by domestic and foreign banks for similar instruments. Commodity forwards are valued based on observable market transactions of forward commodity prices. Debt instruments are valued based on quoted prices in active markets for instruments with similar contractual terms.

15. i RESTRUCTURING ACTIVITIES

The Company incurred restructuring and restructuring-related costs on projects during three months ended March 31, 2023 and March 31, 2022. The Company has initiated restructuring plans to achieve cost synergies from procurement, distribution efficiencies, footprint rationalization and other general cost savings measures. Restructuring costs include employee termination and plant relocation costs. Restructuring-related costs also include costs directly associated with actions resulting from the Company's simplification initiatives, such as asset write-downs or accelerated depreciation due to shortened useful lives in connection with site closures, discretionary employment benefit costs and other facility rationalization costs. Restructuring costs for employee termination expenses are generally recognized when the severance liability is determined to be probable of being paid and reasonably estimable while plant relocation costs and related costs are generally required to be expensed as incurred.

The following table presents a reconciliation of provisions and payments for the restructuring projects for the three months ended March 31, 2023 and March 31, 2022:

Three Months Ended

Beginning Balance

i 15.1

i 5.0

Acquisition(1)

i 0.2

i —

Provision

i 5.0

i 16.8

Less: Payments/ Other

i 10.2

i 7.3

Ending Balance

i 10.1

i 14.5

(1) Excludes $ i 12.4 million of severance related to the Altra Transaction, which will be paid in the second quarter 2023.

The following table presents a reconciliation of restructuring and restructuring-related costs for restructuring projects for the three months ended March 31, 2023 and March 31, 2022, respectively:

Three Months Ended

Restructuring Costs:

Cost of Sales

Operating Expenses

Total

Cost of Sales

Operating Expenses

Total

Employee Termination Expenses

i 2.3

i 0.6

i 2.9

i 4.8

i 3.6

i 8.4

Facility Related Costs

i 0.9

i —

i 0.9

i 8.0

i 0.4

i 8.4

Other Expenses

i 1.2

i —

i 1.2

i —

Total Restructuring Costs

i 4.4

i 0.6

i 5.0

i 12.8

i 4.0

i 16.8

The following table presents the allocation of restructuring and restructuring-related costs by segment for the three months ended March 31, 2023 and March 31, 2022:

Restructuring Costs - Three Months Ended

Total

Industrial Powertrain Solutions

Power Efficiency Solutions

Automation & Motion Control

Industrial Systems

i 5.0

( i 0.4)

i 4.7

i 0.5

i 0.2