SEC Info - Regal Rexnord Corp. - ‘10-Q’ for 10/2/21

i 0.4

i 701.7

i 2,186.4

( i 193.7)

i 32.9

i 2,727.7

June 27, 2020

i 0.4

i 694.0

i 1,919.7

( i 295.0)

i 27.9

i 2,347.0

Net Income

—

i 65.0

—

i 1.3

i 66.3

Other Comprehensive Income

—

i 48.1

i 0.9

i 49.0

Dividends Declared ($ i 0.30 Per Share)

—

( i 12.2)

—

( i 12.2)

Stock Options Exercised

—

( i 0.8)

—

( i 0.8)

Share-Based Compensation

—

i 2.7

—

i 2.7

Dividends Declared to Noncontrolling Interests

—

( i 0.1)

i 0.4

i 695.9

i 1,972.5

( i 246.9)

i 30.0

i 2,451.9

Nine Months Ended

Common Stock $0.01 Par Value

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Noncontrolling Interests

Total Equity

i 0.4

i 696.6

i 2,010.7

( i 163.3)

i 32.6

i 2,577.0

Net Income

—

i 214.7

—

i 4.6

i 219.3

Other Comprehensive Income (Loss)

—

( i 30.4)

i 0.2

( i 30.2)

Dividends Declared ($ i 0.96 Per Share)

—

( i 39.0)

—

( i 39.0)

Stock Options Exercised

—

( i 6.4)

—

( i 6.4)

Share-Based Compensation

—

i 11.5

—

i 11.5

Dividends Declared to Noncontrolling Interests

—

( i 4.5)

i 0.4

i 701.7

i 2,186.4

( i 193.7)

i 32.9

i 2,727.7

December 28, 2019

i 0.4

i 701.8

i 1,886.7

( i 237.8)

i 29.3

i 2,380.4

Net Income

—

i 138.9

—

i 3.4

i 142.3

Other Comprehensive Income (Loss)

—

( i 9.1)

i 0.1

( i 9.0)

Dividends Declared ($ i 0.90 Per Share)

—

( i 36.5)

—

( i 36.5)

Stock Options Exercised

—

( i 3.0)

—

( i 3.0)

Stock Repurchase

—

( i 11.1)

( i 13.9)

—

( i 25.0)

Share-Based Compensation

—

i 8.2

—

i 8.2

Adoption of Credit Losses ASU 2016-13

—

( i 2.7)

—

( i 2.7)

Dividends Declared to Noncontrolling Interests

—

( i 2.8)

i 0.4

i 695.9

i 1,972.5

( i 246.9)

i 30.0

i 2,451.9

See Accompanying Notes to Condensed Consolidated Financial Statements.

REGAL REXNORD CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in Millions)


	Nine Months Ended
	October 2, 2021		September 26, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	i 219.3	$	i 142.3
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities (Net of Acquisitions and Divestitures):
Depreciation and Amortization	i 92.8		i 98.8

Asset Impairments	i 5.1		i 4.3
Noncash Lease Expense	i 18.3		i 18.3
(Gain) /Loss on Sale or Disposition of Assets, Net	( i 1.1)		i 2.7
Share-Based Compensation Expense	i 11.5		i 8.2
Financing Fees Amortization	i 12.5		i 1.1
Early Debt Extinguishment Charge	i 12.7		i —
Gain on Divestiture of Businesses	i —		( i 0.1)
Change in Operating Assets and Liabilities	( i 113.0)		i 34.3
Net Cash Provided by Operating Activities	i 258.1		i 309.9
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Property, Plant and Equipment	( i 37.5)		( i 29.7)
Proceeds Received from Sales of Property, Plant and Equipment	i 4.1		i 7.6


Business Acquisitions, Net of Cash Acquired	( i 4.1)		i —



Proceeds from Divestiture of Businesses	i —		i 0.3

Net Cash Used in Investing Activities	( i 37.5)		( i 21.8)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings Under Revolving Credit Facility	i 433.7		i 898.1
Repayments Under Revolving Credit Facility	( i 405.9)		( i 915.8)
Proceeds from Short-Term Borrowings	i 10.2		i 2.3
Repayments of Short-Term Borrowings	( i 10.1)		( i 2.3)
Proceeds from Long-Term Borrowings	i —		i 0.1
Repayments of Long-Term Borrowings	( i 450.3)		( i 50.2)
Dividends Paid to Shareholders	( i 37.8)		( i 36.5)
Shares Surrendered for Taxes	( i 6.5)		( i 3.3)
Proceeds from the Exercise of Stock Options	i 0.1		i 0.2
Early Debt Extinguishment Payments	( i 12.7)		i —
Repurchase of Common Stock	i —		( i 25.0)
Distributions to Noncontrolling Interests	( i 4.5)		( i 2.8)


Financing Fees Paid	( i 17.0)		i —
Net Cash Used in Financing Activities	( i 500.8)		( i 135.2)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	( i 2.5)		i 3.2
Net Increase in Cash and Cash Equivalents	( i 282.7)		i 156.1
Cash and Cash Equivalents at Beginning of Period	i 611.3		i 331.4
Cash and Cash Equivalents at End of Period	$	i 328.6	$	i 487.5
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid For:
Interest	$	i 29.8	$	i 36.2
Income taxes	$	i 70.2	$	i 20.4

See Accompanying Notes to Condensed Consolidated Financial Statements.

REGAL REXNORD CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. i BASIS OF PRESENTATION

The accompanying (a) Condensed Consolidated Balance Sheet of Regal Rexnord Corporation, formerly known as Regal Beloit Corporation (the “Company”), as of January 2, 2021, which has been derived from audited Consolidated Financial Statements, and (b) unaudited interim Condensed Consolidated Financial Statements as of October 2, 2021 and for the three and nine months ended October 2, 2021 and September 26, 2020, 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 2020 Annual Report on Form 10-K filed on March 2, 2021.

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 and nine months ended October 2, 2021 are not necessarily indicative of the results that may be expected for the entire fiscal year ending January 1, 2022.

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 doubtful accounts; 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; retirement benefits; 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.

The Company operates on a 52/53 week fiscal year ending on the Saturday closest to December 31.

Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, and clarifies and amends existing guidance to improve consistent application. This ASU becomes effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted the standard as of January 3, 2021, the beginning of fiscal 2021, with no material impact on the Company's Condensed Consolidated Financial Statements.

2. i OTHER FINANCIAL INFORMATION

Inventories

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


	October 2, 2021	January 2, 2021
Raw Material and Work in Process	i 48.5%	i 48.7%
Finished Goods and Purchased Parts	i 51.5%	i 51.3%

Inventories are stated at cost, which is not in excess of market. Cost for approximately i 48.2% of the Company's inventory at October 2, 2021, and i 50.0% at January 2, 2021 was determined using the last-in, first-out ("LIFO") method.

Property, Plant, and Equipment

The following table presents property, plant, and equipment by major classification (dollars in millions):

Useful Life in Years

Land and Improvements

i 72.3

i 76.1

Buildings and Improvements

i 3 - i 50

i 275.8

i 290.7

Machinery and Equipment

i 3 - i 15

i 980.1

i 978.2

Property, Plant and Equipment

i 1,328.2

i 1,345.0

Less: Accumulated Depreciation

( i 814.1)

( i 789.5)

Net Property, Plant and Equipment

i 514.1

i 555.5

For the three and nine months ended October 2, 2021, the Company recognized $ i 2.8 million and $ i 5.1 million, respectively, of asset impairment related to the transfer of assets to held for sale. For the nine months ended September 26, 2020, the Company recognized $ i 4.3 million of asset impairments related to the transfer of assets to held for sale.

Revenue Recognition

The Company recognizes revenue from the sale of electric motors, electrical motion controls, power generation and power transmission products. 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.

Nature of Goods and Services

The Company sells products with multiple applications as well as customized products that have a single application such as those manufactured for its OEM customers. The Company reports in i four operating segments: Commercial Systems, Industrial Systems, Climate Solutions and Power Transmission Solutions. Effective as of October 4, 2021, the Company's Power Transmissions Solutions operating segment was renamed Motion Control Solutions. See Note 17 for detailed discussion on the subsequent event. See Note 6 for a description of the different segments.

Nature of Performance Obligations

The Company’s contracts with customers typically consist of purchase orders, invoices and master supply agreements. At contract inception, across all i four segments, the Company assesses the goods and services promised in its sales arrangements with customers and identifies a performance obligation for each promise to transfer to the customer a good or service that is distinct. The Company’s primary performance obligations consist of product sales and customized system/solutions.

Product:

The nature of products varies from segment to segment but across all segments, individual products are not integrated and represent separate performance obligations.

Customized system/solutions:

The Company provides customized system/solutions which consist of multiple products engineered and designed to specific customer specification, combined or integrated into one combined solution for a specific customer application. The goods are transferred to the customer and revenue is typically recognized over time as the performance obligations are satisfied.

When Performance Obligations are Satisfied

For performance obligations related to substantially all of the Company's product sales, the Company determines that the customer obtains control upon shipment and recognizes revenue accordingly. Once a product has shipped, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from the asset. The Company considers control to have transferred upon shipment because the Company has a present right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risks and rewards of ownership of the asset.

For a limited number of contracts, the Company transfers control and recognizes revenue over time. The Company satisfies its performance obligations over time and the Company uses a cost-based input method to measure progress. In applying the cost-based method of revenue recognition, the Company uses actual costs incurred to date relative to the total estimated costs for the contract in conjunction with the customer's commitment to perform in determining the amount of revenue and cost to recognize. The Company has determined that the cost-based input method provides a faithful depiction of the transfer of goods to the customer.

Payment Terms

The arrangement with the customer states the final terms of the sale, including the description, quantity, and price of each product or service purchased. i Payment terms vary by customer but typically range from due upon delivery to 120 days after delivery. For contracts recognized at a point in time, revenue and billing typically occur simultaneously. The Company generally has payment terms with its customers of one year or less and has elected the practical expedient applicable to such contracts not to consider the time value of money. For contracts recognized using the cost-based input method, revenue recognized in excess of customer billings and billings in excess of revenue recognized are reviewed to determine the net asset or net liability position and classified as such on the Condensed Consolidated Balance Sheets.

Returns, Refunds, and Warranties

The Company’s contracts do not explicitly offer a “general” right of return to its customers (e.g., customers ordered excess products and return unused items). Warranties are classified as either assurance type or service type warranties. A warranty is considered an assurance type warranty if it provides the customer with assurance that the product will function as intended. A warranty that goes above and beyond ensuring basic functionality is considered a service type warranty. The Company generally only offers limited warranties which are considered to be assurance type warranties and are not accounted for as separate performance obligations. Customers generally receive repair or replacement on products that do not function to specification. Estimated product warranties are provided for specific product groups and the Company accrues for estimated future warranty cost in the period in which the sale is recognized. The Company estimates the accrual requirements based on historical warranty loss experience and the cost is included in Cost of Sales.

Volume Rebates

In some cases, the nature of the Company’s contract may give rise to variable consideration including volume based sales incentives. If the customer achieves specific sales targets, they are entitled to rebates. The Company estimates the projected amount of the rebates that will be achieved and recognizes the estimated costs as a reduction to Net Sales as revenue is recognized.

Disaggregation of Revenue

The following tables presents the Company’s revenues disaggregated by geographical region (in millions):

Three Months Ended

Commercial Systems

Industrial Systems

Climate Solutions

Power Transmission Solutions

Total

North America

i 189.5

i 74.8

i 236.7

i 165.1

i 666.1

Asia

i 41.8

i 49.9

i 8.3

i 8.0

i 108.0

Europe

i 26.1

i 11.5

i 11.0

i 26.2

i 74.8

Rest-of-World

i 11.3

i 11.8

i 12.4

i 8.3

i 43.8

Total

i 268.7

i 148.0

i 268.4

i 207.6

i 892.7

Commercial Systems

Industrial Systems

Climate Solutions

Power Transmission Solutions

Total

North America

i 156.9

i 71.1

i 210.7

i 133.5

i 572.2

Asia

i 35.4

i 35.7

i 9.7

i 7.4

i 88.2

Europe

i 8.0

i 6.4

i 7.7

i 20.1

i 42.2

Rest-of-World

i 18.2

i 25.6

i 5.9

i 55.6

Total

i 218.5

i 138.8

i 234.0

i 166.9

i 758.2

Nine Months Ended

Commercial Systems

Industrial Systems

Climate Solutions

Power Transmission Solutions

Total

North America

i 519.7

i 219.8

i 673.1

i 502.1

i 1,914.7

Asia

i 141.3

i 140.0

i 25.3

i 22.3

i 328.9

Europe

i 77.5

i 35.2

i 30.9

i 74.8

i 218.4

Rest-of-World

i 36.5

i 34.6

i 35.5

i 25.1

i 131.7

Total

i 775.0

i 429.6

i 764.8

i 624.3

i 2,593.7

Commercial Systems

Industrial Systems

Climate Solutions

Power Transmission Solutions

Total

North America

i 412.8

i 213.2

i 554.1

i 417.6

i 1,597.7

Asia

i 87.7

i 109.1

i 19.3

i 19.8

i 235.9

Europe

i 62.0

i 34.3

i 22.8

i 66.2

i 185.3

Rest-of-World

i 31.3

i 32.4

i 26.1

i 17.8

i 107.6

Total

i 593.8

i 389.0

i 622.3

i 521.4

i 2,126.5

3. i HELD FOR SALE, DIVESTITURES AND ACQUISITIONS

Assets Held for Sale

The balances that were classified as Assets Held for Sale as of October 2, 2021 and January 2, 2021 were $ i 11.4 million and $ i 9.1 million, respectively.

Acquisition

On October 4, 2021, in accordance with the terms and conditions of the Agreement and Plan of Merger, dated February 15, 2021 (the "Merger Agreement"), the Company completed its combination with the Process & Motion Control business ("PMC Business") of Zurn Water Solutions Corporation (formerly known as Rexnord Corporation) ("Zurn") in a Reverse Morris Trust transaction (the “Rexnord Transaction”). See Note 17 for further discussion.

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 and nine months ended October 2, 2021 and September 26, 2020 (in millions):

Three Months Ended

Hedging Activities

Pension and Post Retirement Benefit Adjustments

Foreign Currency Translation Adjustments

Total

Beginning Balance

i 34.1

( i 30.4)

( i 167.8)

( i 164.1)

Other Comprehensive Income(Loss) before Reclassifications

( i 4.5)

i 0.1

( i 15.5)

( i 19.9)

Tax Impact

i 1.1

i —

i 1.1

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)

( i 14.6)

i 0.4

i —

( i 14.2)

Tax Impact

i 3.5

( i 0.1)

i —

i 3.4

Net Current Period Other Comprehensive Income (Loss)

( i 14.5)

i 0.4

( i 15.5)

( i 29.6)

Ending Balance

i 19.6

( i 30.0)

( i 183.3)

( i 193.7)

Hedging Activities

Pension and Post Retirement Benefit Adjustments

Foreign Currency Translation Adjustments

Total

Beginning Balance

( i 10.7)

( i 30.5)

( i 253.8)

( i 295.0)

Other Comprehensive Income (Loss) before Reclassifications

i 7.9

( i 0.1)

i 35.9

i 43.7

Tax Impact

( i 1.9)

i —

( i 1.9)

Amounts Reclassified from Accumulated Other Comprehensive Income

i 8.2

i 0.1

i —

i 8.3

Tax Impact

( i 2.0)

i —

( i 2.0)

Net Current Period Other Comprehensive Income

i 12.2

i —

i 35.9

i 48.1

Ending Balance

i 1.5

( i 30.5)

( i 217.9)

( i 246.9)

Nine Months Ended

Hedging Activities

Pension and Post Retirement Benefit Adjustments

Foreign Currency Translation Adjustments

Total

Beginning Balance

i 23.5

( i 31.1)

( i 155.7)

( i 163.3)

Other Comprehensive Income (Loss) before Reclassifications

i 32.2

i 0.1

( i 27.6)

i 4.7

Tax Impact

( i 7.7)

i —

( i 7.7)

Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)

( i 37.4)

i 1.3

i —

( i 36.1)

Tax Impact

i 9.0

( i 0.3)

i —

i 8.7

Net Current Period Other Comprehensive Income (Loss)

( i 3.9)

i 1.1

( i 27.6)

( i 30.4)

Ending Balance

i 19.6

( i 30.0)

( i 183.3)

( i 193.7)

Nine Months Ended

Hedging Activities

Pension and Post Retirement Benefit Adjustments

Foreign Currency Translation Adjustments

Total

Beginning balance

i 8.0

( i 31.0)

( i 214.8)

( i 237.8)

Other Comprehensive Income (Loss) before Reclassifications

( i 16.2)

i 0.2

( i 3.1)

( i 19.1)

Tax Impact

i 3.9

i —

i 3.9

Amounts Reclassified from Accumulated Other Comprehensive Income

i 7.7

i 0.4

i —

i 8.1

Tax Impact

( i 1.9)

( i 0.1)

i —

( i 2.0)

Net Current Period Other Comprehensive Income (Loss)

( i 6.5)

i 0.5

( i 3.1)

( i 9.1)

Ending Balance

i 1.5

( i 30.5)

( i 217.9)

( i 246.9)

The Condensed Consolidated Statements of Income line items affected by the hedging activities reclassified from AOCI in the tables above are disclosed in Note 14.

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).

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 nine months ended October 2, 2021 (in millions):

Total

Commercial Systems

Industrial Systems

Climate Solutions

Power Transmission Solutions

Balance as of January 2, 2021

i 1,518.2

i 433.3

i 163.7

i 330.8

i 590.4

Translation Adjustments

( i 12.0)

( i 3.7)

( i 1.5)

( i 0.3)

( i 6.5)

Balance as of October 2, 2021

i 1,506.2

i 429.6

i 162.2

i 330.5

i 583.9

Cumulative Goodwill Impairment Charges

i 295.7

i 183.2

i 72.1

i 17.2

i 23.2

Intangible Assets

i i

The following table presents intangible assets (in millions):

Weighted Average Amortization Period (Years)

Gross Value

Accumulated Amortization

Gross Value

Accumulated Amortization

Amortizable Intangible Assets:

Customer Relationships

i 17

i 700.1

i 373.2

i 708.6

i 349.4

Technology

i 14

i 145.5

i 110.8

i 146.3

i 108.0

Trademarks

i 14

i 36.5

i 28.2

i 37.7

i 27.7

i 882.1

i 512.2

i 892.6

i 485.1

Non-Amortizable Trade Name

i 122.1

—

i 122.8

—

i 1,004.2

i 512.2

i 1,015.4

i 485.1

Intangible Assets, Net of Amortization

i 492.0

i 530.3

/ /

Amortization expense recorded for the three and nine months ended October 2, 2021 was $ i 10.5 million and $ i 32.8 million, respectively. Amortization expense recorded for the three and nine months ended September 26, 2020 was $ i 11.9 million and $ i 36.3 million, respectively. Amortization expense for fiscal year 2021 is estimated to be $ i 43.0 million. There were i i i i no / / / intangible asset impairments during the three and nine months ended October 2, 2021 and September 26, 2020, respectively.

The following table presents future estimated annual amortization for intangible assets (in millions):


Year	Estimated Amortization
2022	$	i 41.3
2023	i 41.2
2024	i 40.6
2025	i 38.5
2026	i 35.0

6. i SEGMENT INFORMATION

The Company is comprised of i four operating segments: Commercial Systems, Industrial Systems, Climate Solutions and Power Transmission Solutions. Effective as of October 4, 2021, the Company's Power Transmissions Solutions operating segment was renamed Motion Control Solutions.

Commercial Systems segment produces fractional to approximately 5 horsepower AC and DC motors, electronic variable speed controls, fans, and blowers for commercial applications. These products serve markets including commercial building ventilation and HVAC, pool and spa, irrigation, dewatering, agriculture, and general commercial equipment.

Industrial Systems segment produces integral motors, generators, alternators and switchgear 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, healthcare, prime and standby power, and general industrial equipment.

Climate Solutions segment produces small motors, electronic variable speed controls and air moving solutions serving markets including residential and light commercial HVAC, water heaters and commercial refrigeration.

Power Transmission Solutions segment produces, sells and services belt and chain drives, helical and worm gearing, mounted and unmounted bearings, couplings, modular plastic belts, conveying chains and components, hydraulic pump drives, large open gearing and specialty mechanical products serving markets including e-commerce, alternative energy, beverage, bulk handling, metals, special machinery, energy, aerospace and general industrial.

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 for the three and nine months ended October 2, 2021 and September 26, 2020 (in millions):

Three Months Ended

Commercial Systems

Industrial Systems

Climate Solutions

Power Transmission Solutions

Eliminations

Total

External Sales

i 268.7

i 148.0

i 268.4

i 207.6

—

i 892.7

Intersegment Sales

i 22.5

i 7.7

i 4.4

i 0.7

( i 35.3)

—

Total Sales

i 291.2

i 155.7

i 272.8

i 208.3

( i 35.3)

i 892.7

Gross Profit

i 70.8

i 25.9

i 81.2

i 76.7

—

i 254.6

Operating Expenses

i 40.4

i 19.5

i 29.1

i 55.4

—

i 144.4

Asset Impairments

i —

i 2.8

—

i 2.8

Total Operating Expenses

i 40.4

i 19.5

i 29.1

i 58.2

—

i 147.2

Income from Operations

i 30.4

i 6.4

i 52.1

i 18.5

—

i 107.4

Depreciation and Amortization

i 7.2

i 5.8

i 4.4

i 13.1

—

i 30.5

Capital Expenditures

i 4.8

i 2.3

i 2.5

i 3.6

—

i 13.2

External Sales

i 218.5

i 138.8

i 234.0

i 166.9

—

i 758.2

Intersegment Sales

i 14.5

i 7.4

i 4.6

i 0.6

( i 27.1)

—

Total Sales

i 233.0

i 146.2

i 238.6

i 167.5

( i 27.1)

i 758.2

Gross Profit

i 60.7

i 31.9

i 69.1

i 59.9

—

i 221.6

Operating Expenses

i 36.1

i 24.6

i 29.9

i 41.0

—

i 131.6

Income from Operations

i 24.6

i 7.3

i 39.2

i 18.9

—

i 90.0

Depreciation and Amortization

i 7.9

i 6.0

i 5.0

i 14.0

—

i 32.9

Capital Expenditures

i 3.2

i 1.7

i 1.8

i 2.6

—

i 9.3

Nine Months Ended

Commercial Systems

Industrial Systems

Climate Solutions

Power Transmission Solutions

Eliminations

Total

External Sales

i 775.0

i 429.6

i 764.8

i 624.3

—

i 2,593.7

Intersegment Sales

i 59.9

i 18.7

i 13.8

i 2.2

( i 94.6)

—

Total Sales

i 834.9

i 448.3

i 778.6

i 626.5

( i 94.6)

i 2,593.7

Gross Profit

i 203.8

i 78.9

i 229.2

i 239.6

—

i 751.5

Operating Expenses

i 118.7

i 65.7

i 86.8

i 161.7

—

i 432.9

Asset Impairments

i 1.8

i —

i 0.5

i 2.8

—

i 5.1

Total Operating Expenses

i 120.5

i 65.7

i 87.3

i 164.5

—

i 438.0

Income from Operations

i 83.3

i 13.2

i 141.9

i 75.1

—

i 313.5

Depreciation and Amortization

i 22.8

i 17.4

i 12.5

i 40.1

—

i 92.8

Capital Expenditures

i 12.6

i 8.0

i 8.7

i 8.2

—

i 37.5

External Sales

i 593.8

i 389.0

i 622.3

i 521.4

—

i 2,126.5

Intersegment Sales

i 43.2

i 23.2

i 13.0

i 1.9

( i 81.3)

—

Total Sales

i 637.0

i 412.2

i 635.3

i 523.3

( i 81.3)

i 2,126.5

Gross Profit

i 153.4

i 79.8

i 175.9

i 186.1

—

i 595.2

Operating Expenses

i 107.8

i 69.2

i 85.9

i 122.2

—

i 385.1

Gain on Divestiture of Businesses

( i 0.1)

i —

—

( i 0.1)

Asset Impairments

i 2.8

i 0.2

i 1.3

i —

—

i 4.3

Total Operating Expenses

i 110.5

i 69.4

i 87.2

i 122.2

—

i 389.3

Income from Operations

i 42.9

i 10.4

i 88.7

i 63.9

—

i 205.9

Depreciation and Amortization

i 24.5

i 17.9

i 14.7

i 41.7

—

i 98.8

Capital Expenditures

i 8.5

i 6.0

i 8.0

i 7.2

—

i 29.7

The following table presents identifiable assets information attributable to the Company's operating segments as of October 2, 2021 and January 2, 2021 (in millions):

Commercial Systems

Industrial Systems

Climate Solutions

Power Transmission Solutions

Total

Identifiable Assets as of October 2, 2021

i 1,217.1

i 846.2

i 924.6

i 1,497.1

i 4,485.0

Identifiable Assets as of January 2, 2021

i 1,319.6

i 837.5

i 890.4

i 1,541.5

i 4,589.0

7. i DEBT AND BANK CREDIT FACILITIES

The following table presents the Company’s indebtedness as of October 2, 2021 and January 2, 2021 (in millions):


	October 2, 2021		January 2, 2021
Term Facility	$	i 620.0	$	i 670.0
Senior Notes	i —		i 400.0
Multicurrency Revolving Facility	i 27.8		i —



Other	i 4.3		i 4.6
Less: Debt Issuance Costs	( i 3.8)		( i 3.2)
Total	i 648.3		i 1,071.4
Less: Current Maturities	i 1.0		i 231.0
Long-Term Debt	$	i 647.3	$	i 840.4

Credit Agreement

On March 17, 2021, the Company entered into an amendment (the "First Amendment") with the Company's lenders to the Amended and Restated Credit Agreement, dated August 27, 2018 (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders named therein. The First Amendment amended the Credit Agreement to, among other things, (i) permit the consummation of the Rexnord Transaction, (ii) permit the incurrence of indebtedness to finance the special dividend that was paid in connection with the Rexnord Transaction (the "Special Dividend"), and (iii) provide an increase of $ i 250.0 million in the aggregate principal amount of the revolving commitments under the Credit Agreement. The amendment is subject to customary and market provisions.

Prior to the First Amendment, the Credit Agreement provided for a (i) i 5-year unsecured term loan facility in an original aggregate principal amount of $ i 900.0 million (the “Term Facility”) and (ii) a i 5-year unsecured multicurrency revolving facility in an aggregate principal amount of $ i 500.0 million (increased as of the effectiveness of the First Amendment to $ i 750.0 million) (the “Multicurrency Revolving Facility”), including a $ i 50.0 million letter of credit sub facility, available for general corporate purposes. Borrowings under the Credit Agreement bear interest at floating rates based upon indices determined by the currency of the borrowing, plus an applicable margin determined by reference to the Company's consolidated funded debt to consolidated EBITDA ratio or at an alternative base rate.

The Term Facility under the Credit Agreement was drawn in full on August 27, 2018 with the proceeds settling the amounts owed under prior borrowings. The Term Facility requires quarterly amortization at a rate starting at i 5.0% per annum, increasing to i 7.5% per annum after three years and further increasing to i 10.0% per annum for the last year of the Term Facility, unless previously prepaid. Per the terms of the agreement, prepayments can be made without penalty and be applied to the next payment due. After the prepayment is considered, the next payment in the amortization schedule is not due within one year and therefore no current maturities of debt will be recognized for this agreement. The weighted average interest rate on the Term Facility for the three months ended October 2, 2021 and September 26, 2020 was i 1.3% and i 1.5%, respectively. The weighted average interest rate on the Term Facility for the nine months ended October 2, 2021 and September 26, 2020 was i 1.4% and i 2.1%, respectively. The Credit Agreement requires that the Company prepay the loans under the Term Facility with i 100% of the net cash proceeds received from specified asset sales and borrowed money indebtedness, subject to certain exceptions.

At October 2, 2021, the Company had $ i 27.8 million borrowings under the Multicurrency Revolving Facility, $ i 0.2 million of standby letters of credit issued under the facility, and $ i 722.0 million of available borrowing capacity. For the three months ended October 2, 2021 and September 26, 2020 under the Multicurrency Revolving Facility, the average daily balance in borrowings was $ i 106.5 million and $ i 51.4 million, respectively, and the weighted average interest rate was i 1.3% and i 1.5%, respectively. For the nine months ended October 2, 2021 and September 26, 2020 under the Multicurrency Revolving Facility, the average daily balance in borrowings was $ i 38.8 million and $ i 189.7 million, respectively, and the weighted average interest rate was i 1.4% and i 2.1%, respectively. The Company pays a non-use fee 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.

Senior Notes

In anticipation of the closing of the Rexnord Transaction, on September 30, 2021, the Company redeemed in full its senior notes due 2023 under the note purchase agreement, dated July 14, 2011 (as amended), by and between the Company and the purchasers thereto (the "Note Purchase Agreement"). Inclusive of principal, interest and the applicable make-whole payment, the total amount paid by the Company to redeem such senior notes was approximately $ i 184.0 million. The make-whole payment of $ i 12.7 million was included in interest expense. The Company funded this amount with a combination of cash on hand and drawings under the Credit Agreement. The Company also redeemed in the quarter its senior notes due July 2021 under the Note Purchase Agreement with a combination cash on hand and drawings under the Multicurrency Revolving Facility.

Compliance with Financial Covenants

The Credit Agreement requires 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 October 2, 2021.

Other Notes Payable

At October 2, 2021, other notes payable of approximately $ i 4.3 million were outstanding with a weighted average interest rate of i 4.9%. At January 2, 2021, other notes payable of approximately $ i 4.6 million were outstanding with a weighted average rate of i 4.9%.

Financing Arrangements Related to Rexnord Transaction

In connection with the Rexnord Transaction, on February 15, 2021, the Company entered into a debt commitment letter (the “Bridge Commitment Letter”) and related fee letters with Barclays Bank PLC (“Barclays”), pursuant to which, and subject to the terms and conditions set forth therein, Barclays committed to provide approximately $ i 2.1 billion in an aggregate principal amount of senior bridge loans under a i 364-day senior bridge loan credit facility (the “Bridge Facility”). As the Rexnord Transaction was consummated and the payments of amounts in connection therewith occurred without the use of the Bridge Facility, the commitments under the Bridge Commitment Letter were terminated in connection with the closing of the Rexnord Transaction.

In connection with the Rexnord Transaction, on May 14, 2021, Land Newco, Inc. ("Land") entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent and the lenders named therein (the "Land Credit Agreement"), providing for a delayed draw term loan facility with commitments thereunder in an aggregate principal amount of $ i 487.0 million, maturing on August 25, 2023 (the "DDTL Facility"). Upon the consummation the Rexnord Transaction, the indebtedness contemplated by the Land Commitment Letter and DDTL Facility became indebtedness of a wholly-owned subsidiary of the Company. See Note 17 for further discussion.

Other Disclosures

Based on rates for instruments with comparable maturities and credit quality, which are classified as Level 2 inputs (see also Note 15), the approximate fair value of the Company's total debt was $ i 648.3 million and $ i 1,085.8 million as of October 2, 2021 and January 2, 2021, respectively.

8. i RETIREMENT AND POST RETIREMENT HEALTH CARE PLANS

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

Three Months Ended

Nine Months Ended

Service Cost

i 0.3

i 0.4

i 0.9

i 1.5

Interest Cost

i 1.5

i 2.1

i 4.4

i 6.2

Expected Return on Plan Assets

( i 3.1)

( i 3.3)

( i 9.3)

( i 9.9)

Amortization of Prior Service Cost and Net Actuarial Loss

i 0.4

i 0.1

i 1.3

i 0.4

Net Periodic Benefit Income

( i 0.9)

( i 0.7)

( i 2.7)

( i 1.8)

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 October 2, 2021 and September 26, 2020, the Company contributed $ i i 1.3 / million, respectively, to post retirement plans. For the nine months ended October 2, 2021 and September 26, 2020, the Company contributed $ i 4.1 million and $ i 3.6 million, respectively. The Company expects to make total contributions of $ i 5.8 million in 2021. The Company contributed a total of $ i 8.5 million in fiscal 2020.

9. i i LEASES /

The Company leases certain manufacturing facilities, warehouses/distribution centers, office space, machinery, equipment, IT assets, and vehicles. If the contract provides the Company the right to substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset, it is considered to be or contain a lease. Right-of-use ("ROU") assets and lease liabilities are recognized at lease commencement date based on the present value of the future lease payments over the expected lease term.

As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is calculated based upon the sovereign treasury rate for the currency in which the lease liability is denominated when the Company takes possession of the leased asset, adjusted for various factors, such as term and internal credit spread. The ROU asset also includes any lease payments made and excludes lease incentive and initial direct costs incurred.

Leases entered into may include i one or more options to renew. The renewal terms can extend the lease term from one to i twenty-five years. The exercise of lease renewal options is at the Company's sole discretion. Renewal option periods are included in the measurement of the ROU asset and lease liability when the exercise is reasonably certain to occur. Some leases include options to terminate the lease upon breach of contract and are remeasured at that point in time.

The depreciable life of leased assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Some of the Company's lease agreements include rental payments adjusted periodically for inflation or are based on an index rate. These increases are reflected as variable lease payments and are included in the measurement of the ROU asset and lease liability. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating leases are included in the following asset and liability accounts on the Company's Condensed Consolidated Balance Sheet: Operating Lease Assets, Current Operating Lease Liabilities, and Noncurrent Operating Lease Liabilities. ROU assets and liabilities arising from finance leases are included in the following asset and liability accounts on the Company's Condensed Consolidated Balance Sheet: Net Property, Plant and Equipment, Current Maturities of Long-Term Debt, and Long-Term Debt.

Short-term and variable lease expenses were immaterial. i The components of lease expense were as follows (in millions):

Three Months Ended

Nine Months Ended

Operating Lease Cost

i 7.3

i 7.5

i 22.7

i 22.8

Finance Lease Cost:

Amortization of ROU Assets

i 0.1

i 0.3

i 0.2

Interest on Lease Liabilities

i —

i 0.1

Total Lease Expense

i 7.4

i 7.6

i 23.1

i i

Maturity of lease liabilities as of October 2, 2021 were as follows (in millions):

Operating Leases

Finance Leases

Total

Remainder of 2021

i 7.1

i 0.1

i 7.2

2022

i 23.4

i 0.5

i 23.9

2023

i 16.9

i 0.6

i 17.5

2024

i 11.9

i 0.6

i 12.5

2025

i 9.2

i 0.6

i 9.8

Thereafter

i 21.1

i 1.3

i 22.4

Total Lease Payments

i 89.6

i 3.7

i 93.3

Less: Interest

( i 14.1)

( i 0.6)

( i 14.7)

Present Value of Lease Liabilities

i 75.5

i 3.1

i 78.6

/ /

Other information related to leases was as follows (in millions):


	Nine Months Ended
Supplemental Cash Flows Information	October 2, 2021			September 26, 2020
Cash Paid for Amounts Included in the Measurement of Lease Liabilities:
Operating Cash Flows Used For Operating Leases	$	i 28.6		$	i 21.8
Operating Cash Flows Used For Finance Leases	i 0.1			i 0.1
Financing Cash Flows Used For Finance Leases	i 0.3			i 0.2

Leased Assets Obtained in Exchange for New Operating Lease Liabilities	i 15.8			i 21.3
Weighted Average Remaining Lease Term
Operating Leases	i 4.6 years			i 5.2 years
Finance Leases	i 6.5 years			i 7.5 years
Weighted Average Discount Rate
Operating Leases	i 6.6		%	i 8.2		%
Finance Leases	i 5.9		%	i 5.9		%

As of October 2, 2021, the Company had no additional operating leases that have not yet commenced for future lease payments. The Company had no finance leases that had not yet commenced nor entered into during the quarter.

10. i SHAREHOLDERS’ EQUITY

Repurchase of Common Stock

At a meeting of the Board of Directors on October 25, 2019, the Company's Board of Directors approved the authorization to purchase up to $ i 250.0 million of shares. The Company did not repurchase and retire any common stock during the three and nine months ended October 2, 2021. For the nine months ended September 26, 2020, the Company repurchased and retired i 315,072 shares of its common stock at an average cost of $ i 79.38 for a total cost of $ i 25.0 million.

As of October 2, 2021, there was approximately $ i 210.0 million in common stock available for repurchase under the October 2019 program.

Share-Based Compensation

The Company recognized approximately $ i 3.7 million and $ i 2.7 million in share-based compensation expense for the three months ended October 2, 2021 and September 26, 2020, respectively. Share-based compensation expense was $ i 11.5 million and $ i 8.2 million for the nine months ended October 2, 2021 and September 26, 2020, respectively. The total income tax benefit recognized in the Condensed Consolidated Statements of Income for share-based compensation expense was $ i 0.7 million and $ i 0.6 million for the three months ended October 2, 2021 and September 26, 2020, respectively. The total income tax benefit recognized in the Condensed Consolidated Statements of Income for share-based compensation expense was $ i 2.0 million and $ i 1.7 million for the nine months ended October 2, 2021 and September 26, 2020, 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. As of October 2, 2021, total unrecognized compensation cost related to share-based compensation awards was approximately $ i 21.1 million, net of estimated forfeitures, which the Company expects to recognize over a weighted average period of approximately i 1.8 years.

Approximately i 1.6 million shares were available for future grant under the 2018 Equity Incentive Plan as of October 2, 2021.

Stock Appreciation Rights

The Company uses stock settled stock appreciation rights (“SARs”) as a form of share-based incentive awards. SARs are the right to receive stock in an amount equal to the appreciation in value of a share of stock over the base price per share. Shares granted prior to fiscal 2020 generally vest over i five years on the anniversary date while shares granted in or after fiscal 2020 generally vest over i three years on the anniversary date of the grant date. Generally all grants expire i 10 years from the grant date. All grants are made at prices equal to the fair market value of the stock on the grant date. For the nine months ended October 2, 2021 and September 26, 2020, expired and canceled shares were immaterial.

The following table presents share-based compensation activity for the nine months ended October 2, 2021 and September 26, 2020 (in millions):

Total Intrinsic Value of Share-Based Incentive Awards Exercised

i 7.5

i 5.7

Cash Received from Stock Option Exercises

i 0.1

i 0.2

Income Tax Benefit from the Exercise of SARs

i 2.2

i 0.4

Total Fair Value of Share-Based Incentive Awards Vested

i 4.2

i 1.8

The following table presents assumptions used in the Company's Black-Scholes valuation related to grants of SARs:


	2021			2020
Per share weighted average fair value of grants	$	i 37.43		$	i 21.23
Risk-free interest rate	i 0.6		%	i 1.5		%
Expected life (years)	i 5.0			i 7.0
Expected volatility	i 32.5		%	i 25.2		%
Expected dividend yield	i 0.9		%	i 1.4		%

The average risk-free interest rate is based on the US Treasury security rate as of the grant date. The expected dividend yield is based on the projected annual dividend as a percentage of the estimated market value of the Company's common stock as of the grant date. The Company estimated the expected volatility using a weighted average of daily historical volatility of the Company's stock price over the expected term of the award. The Company estimated the expected term using historical data.

The following table presents a summary of share-based incentive plan grant activity for the nine months ended October 2, 2021.

Number of Shares Under SARs

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (Years)

Aggregate Intrinsic Value (in millions)

Outstanding as of January 2, 2021

i 577,509

i 79.35

i 7.0

i 25.1

Granted

i 114,099

i 134.18

Exercised

( i 112,276)

i 76.76

Forfeited

( i 31,164)

i 91.20

Expired

( i 4,050)

i 72.29

Outstanding as of October 2, 2021

i 544,118

i 87.72

i 7.3

i 34.2

Exercisable as of October 2, 2021

i 233,107

i 72.40

i 5.8

i 18.2

Compensation expense recognized related to SARs was $ i 3.1 million for the nine months ended October 2, 2021.

As of October 2, 2021, there was $ i 6.4 million of unrecognized compensation cost related to non-vested SARs that is expected to be recognized as a charge to earnings over a weighted average period of i 2.1 years.

The number of SARs expected to vest is materially consistent with those outstanding and not yet exercisable.

Restricted Stock Awards and Restricted Stock Units

Restricted stock awards ("RSA") and restricted stock units ("RSU") consist of shares or the rights to shares of the Company's stock. The awards are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, death or disability.

The following table presents a summary of RSA award activity for the nine months ended October 2, 2021:

Weighted Average Fair Value at Grant Date

Weighted Average Remaining Contractual Term (Years)

Unvested RSAs as of January 2, 2021

i 16,280

i 70.05

i 0.3

Granted

i 7,760

i 149.50

Vested

( i 16,280)

i 70.05

Unvested RSAs as of October 2, 2021

i 7,760

i 149.50

i 0.6

RSAs vest on the first anniversary of the grant date, provided the holder of the shares is continuously employed by or in the service of the Company until the vesting date. Compensation expense recognized related to the RSAs was $ i 0.9 million for the nine months ended October 2, 2021.

As of October 2, 2021, there was $ i 0.7 million of unrecognized compensation cost related to non-vested RSAs that is expected to be recognized as a charge to earnings over a weighted average period of i 0.6 years.

The following table presents a summary of RSU award activity for the nine months ended October 2, 2021:

Weighted Average Fair Value at Grant Date

Weighted Average Remaining Contractual Term (Years)

Unvested RSUs as of January 2, 2021

i 164,398

i 81.16

i 1.7

Granted

i 50,186

i 136.07

Vested

( i 65,708)

i 79.64

Forfeited

( i 10,041)

i 88.57

Unvested RSUs as of October 2, 2021

i 138,835

i 100.54

i 1.9

RSUs granted prior to fiscal 2020 vest on the third anniversary of the grant date while RSUs granted in or after fiscal 2020 vest one third each year on the anniversary of the grant date, provided the holder of the RSUs is continuously employed by the Company until the vesting date. Compensation expense recognized related to the RSUs was $ i 4.8 million for the nine months ended October 2, 2021.

As of October 2, 2021, there was $ i 8.7 million of unrecognized compensation cost related to non-vested RSUs that is expected to be recognized as a charge to earnings over a weighted average period of i 1.9 years.

Performance Share Units

Performance share units ("PSU") consist of shares or the rights to shares of the Company's stock which are awarded to employees of the Company. These shares are payable upon the determination that the Company achieved certain established performance targets and can range from i 0% to i 200% of the targeted payout based on the actual results. PSUs have a performance period of i 3 years and vest i 3 years from the grant date and are issued at a performance target of i 100%. The PSUs have performance criteria based on a return on invested capital metric or they have performance criteria using returns relative to the Company's peer group. As set forth in the individual award agreements, acceleration of vesting may occur under a change in control, death or disability. There are no voting rights associated with these instruments until vesting occurs and a share of stock is issued. Some of the PSU awards are valued using a Monte Carlo simulation method as of the grant date while others are valued using the closing market price as of the grant date depending on the performance criteria for the award.

The assumptions used in the Company's Monte Carlo simulation were as follows:


	2021		2020
Risk-free interest rate	i 0.2	%	i 1.4	%
Expected life (years)	i 3.0		i 3.0
Expected volatility	i 37.0	%	i 24.0	%
Expected dividend yield	i 0.9	%	i 1.4	%

The following table presents a summary of PSU activity for the nine months ended October 2, 2021:

Weighted Average Fair Value at Grant Date

Weighted Average Remaining Contractual Term (Years)

Unvested PSUs as of January 2, 2021

i 87,522

i 97.59

i 1.8

Granted

i 33,343

i 121.56

Vested

( i 10,891)

i 91.65

Forfeited

( i 14,316)

i 87.15

Unvested PSUs as of October 2, 2021

i 95,658

i 109.70

i 1.7

Compensation expense for awards granted is recognized based on the grant issuance value or the expected payout ratio depending upon the performance criterion for the award, net of estimated forfeitures. Compensation expense recognized related to PSUs was $ i 2.7 million for the nine months ended October 2, 2021. Total unrecognized compensation expense for all PSUs granted as of October 2, 2021 is estimated to be $ i 5.3 million which is expected to be recognized as a charge to earnings over a weighted average period of i 1.7 years.

11. i INCOME TAXES

The effective tax rate for the three months ended October 2, 2021 was i 20.0% versus i 20.5% for the three months ended September 26, 2020. The effective tax rate for the nine months ended October 2, 2021 and September 26, 2020 was i 20.7% and i 21.7%, respectively. The change in the effective tax rate for the three and nine months ended October 2, 2021 was primarily driven by the mix of earnings.

As of October 2, 2021 and January 2, 2021, the Company had approximately $ i 9.3 million and $ i 6.8 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 3.0 million and $ i 2.7 million of accrued interest as of October 2, 2021 and January 2, 2021, respectively.

With few exceptions, the Company is no longer subject to US Federal and state/local income tax examinations by tax authorities for years prior to 2015, and the Company is no longer subject to non-US income tax examinations by tax authorities for years prior to 2013.

12. 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 0.1 million and i 0.3 million for the three months ended October 2, 2021 and September 26, 2020, respectively. The amount of the anti-dilutive shares were i 0.1 million and i 0.4 million for the nine months ended October 2, 2021 and September 26, 2020, respectively. i The following table reconciles the basic and diluted shares used in earnings per share calculations for the three and nine months ended October 2, 2021 and September 26, 2020 (in millions):

Three Months Ended

Nine Months Ended

Denominator for Basic Earnings Per Share

i 40.7

i 40.6

i 40.7

i 40.6

Effect of Dilutive Securities

i 0.3

i 0.2

i 0.3

i 0.1

Denominator for Diluted Earnings Per Share

i 41.0

i 40.8

i 41.0

i 40.7

13. 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.

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 and nine months ended October 2, 2021 and September 26, 2020 (in millions):

Three Months Ended

Nine Months Ended

Beginning Balance

i 16.7

i 15.7

i 15.5

i 15.1

Less: Payments

( i 3.8)

( i 3.7)

( i 12.5)

( i 10.6)

Provisions

i 5.7

i 4.4

i 15.7

i 11.9

Translation Adjustments

i —

( i 0.1)

i —

Ending Balance

i 18.6

i 16.4

i 18.6

i 16.4

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

14. 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 LIBOR-based interest payments. There were no significant collateral deposits on derivative financial instruments as of October 2, 2021 or September 26, 2020.

Cash Flow Hedges

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.

At October 2, 2021, the Company had $ i 8.7 million, net of tax, of derivative gains on closed hedge instruments in AOCI that will be realized in earnings when the hedged items impact earnings. At January 2, 2021, the Company had $ i 3.7 million, net of tax, of derivative gains on closed hedge instruments in AOCI that was subsequently realized in earnings when the hedged items impacted earnings.

As of October 2, 2021, the Company had the following currency forward contracts outstanding (with maturities extending through December 2022) to hedge forecasted foreign currency cash flows (in millions):


	Notional Amount (in US Dollars)
Chinese Renminbi	$	i 242.2
Mexican Peso	i 183.1

Indian Rupee	i 58.0
Canadian Dollar	i 0.6
Australian Dollar	i 28.8

British Pound	i 4.0
Thai Baht	i 4.0

As of October 2, 2021, the Company had the following commodity forward contracts outstanding (with maturities extending through December 2022) to hedge forecasted purchases of commodities (notional amounts expressed in terms of the dollar value of the hedged item (in millions)):


	Notional Amount
Copper	$	i 122.0
Aluminum	i 8.6

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. These swaps became effective July 2021 and will expire in July 2025.

The following table presents the fair values of derivative instruments as of October 2, 2021 and January 2, 2021 (in millions):

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 1.8

i —

Currency Contracts

i 8.7

i 0.2

i 1.8

i 0.2

Commodity Contracts

i 8.8

i —

i 2.6

i 0.7

Not Designated as Hedging Instruments:

Currency Contracts

i 0.2

i —

i 0.2

i —

Commodity Contracts

i 0.6

i —

Total Derivatives

i 18.3

i 2.0

i 4.6

i 0.9

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 0.7

i 1.4

Currency Contracts

i 16.4

i 1.6

i 1.0

i 0.1

Commodity Contracts

i 11.3

i 0.1

i —

Not Designated as Hedging Instruments:

Currency Contracts

i 0.2

i —

Commodity Contracts

i 0.1

i —

Total Derivatives

i 28.0

i 1.7

i 1.5

The following table presents the effect of derivative instruments on the Condensed Consolidated Statements of Income and Condensed Consolidated Statement of Comprehensive Income (pre-tax) (in millions):

Derivatives Designated as Cash Flow Hedging Instruments

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 2.6)

( i 1.7)

( i 0.2)

( i 4.5)

i 5.8

i 2.4

( i 0.3)

i 7.9

Amounts Reclassified from Other Comprehensive Income (Loss):

Gain recognized in Net Sales

i —

i 0.1

i —

i 0.1

i —

Gain (Loss) Recognized in Cost of Sales

i 11.4

i 3.3

i —

i 14.7

( i 0.4)

( i 4.9)

i —

( i 5.3)

Loss Recognized in Operating Expenses

i —

( i 3.1)

i —

( i 3.1)

Gain Recognized in Interest Expense

i —

( i 0.2)

i —

i 0.2

Nine 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 22.4

i 6.0

i 3.8

i 32.2

i 5.1

( i 19.9)

( i 1.4)

( i 16.2)

Amounts Reclassified from Other Comprehensive Income (Loss):

Gain Recognized in Net Sales

i —

i 0.2

i —

i 0.2

i —

Gain (Loss) Recognized in Cost of Sales

i 25.2

i 9.9

i —

i 35.1

( i 2.4)

( i 2.1)

i —

( i 4.5)

Gain (Loss) Recognized in Operating Expenses

i —

i 2.2

i —

i 2.2

i —

( i 4.0)

i —

( i 4.0)

Gain (Loss) Recognized in Interest Expense

i —

( i 0.1)

i —

i 0.8

Derivatives Not Designated as Cash Flow Hedging Instruments (in millions):

Three Months Ended

Commodity Forwards

Currency Forwards

Commodity Forwards

Currency Forwards

Gain recognized in Cost of Sales

i 0.1

i —

i 0.1

i —

Gain (Loss) recognized in Operating Expenses

i —

i 1.8

i —

( i 2.4)

Nine Months Ended

Commodity Forwards

Currency Forwards

Commodity Forwards

Currency Forwards

Gain recognized in Cost of Sales

i 0.5

i —

i 0.1

i —

Gain (Loss) recognized in Operating Expenses

i —

i 3.9

i —

( i 3.7)

The net AOCI hedging component balance of a $ i 19.6 million gain at October 2, 2021 includes $ i 9.9 million of net current deferred gain expected to be realized in the next twelve months. The gain/loss reclassified from AOCI into earnings on such derivatives will be recognized in the same period in which the related item affects earnings.

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 for the periods ended October 2, 2021 and January 2, 2021.

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

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 8.9

( i 2.0)

i 6.9

Derivative Commodity Contracts

i 9.4

( i 1.7)

i 7.7

Other Noncurrent Assets:

Derivative Currency Contracts

i 0.2

( i 0.2)

i —

Other Accrued Expenses:

Derivative Currency Contracts

i 2.0

( i 2.0)

i —

Derivative Commodity Contracts

i 2.6

( i 1.7)

i 0.9

Other Noncurrent Liabilities:

Derivative Currency Contracts

i 0.2

( i 0.2)

i —

Derivative Commodity Contracts

i 0.7

i —

i 0.7

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 16.6

( i 1.0)

i 15.6

Derivative Commodity Contracts

i 11.4

i —

i 11.4

Other Noncurrent Assets:

Derivative Currency Contracts

i 1.6

i —

i 1.6

Derivative Commodity Contracts

i 0.1

i —

i 0.1

Other Accrued Expenses:

Derivative Currency Contracts

i 1.0

( i 1.0)

i —

Other Noncurrent Liabilities:

Derivative Currency Contracts

i 0.1

i —

i 0.1

15. 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 October 2, 2021 and January 2, 2021, 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 for disclosure of the approximate fair value of the Company's debt at October 2, 2021 and January 2, 2021.

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 October 2, 2021 and January 2, 2021 (in millions):

Classification

Assets:

Prepaid Expenses and Other Current Assets:

Derivative Currency Contracts

i 8.9

i 16.6

Level 2

Derivative Commodity Contracts

i 9.4

i 11.4

Level 2

Other Noncurrent Assets:

Assets Held in Rabbi Trust

i 6.7

i 6.5

Level 1

Derivative Currency Contracts

i 0.2

i 1.6

Level 2

Derivative Commodity Contracts

i —

i 0.1

Level 2

Interest Rate Swap

i 1.8

i —

Level 2

Liabilities:

Other Accrued Expenses:

Interest Rate Swap

i —

i 0.7

Level 2

Derivative Currency Contracts

i 2.0

i 1.0

Level 2

Derivative Commodity Contracts

i 2.6

i —

Level 2

Other Noncurrent Liabilities:

Interest Rate Swap

i —

i 1.4

Level 2

Derivative Currency Contracts

i 0.2

i 0.1

Level 2

Derivative Commodity Contracts

i 0.7

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 for the LIBOR forward yield curve for a swap 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.

16. i RESTRUCTURING ACTIVITIES

The Company incurred restructuring and restructuring-related costs on projects during fiscal 2021 and 2020. Restructuring costs include employee termination and plant relocation costs. Restructuring-related costs 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 required to be accrued over the employees' remaining service period while restructuring costs for plant relocation costs and restructuring-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 and nine months ended October 2, 2021 and September 26, 2020 (in millions):

Three Months Ended

Nine Months Ended

Beginning Balance

i 2.5

i 2.9

i 2.0

i 0.9

Provision

i 2.2

i 5.8

i 5.4

i 18.7

Less: Payments/ Other

i 3.1

i 7.7

i 5.8

i 18.6

Ending Balance

i 1.6

i 1.0

i 1.6

i 1.0

The following table presents a reconciliation of restructuring and restructuring-related costs for restructuring projects for the three and nine months ended October 2, 2021 and September 26, 2020, respectively (in millions):

Three Months Ended

Restructuring Costs:

Cost of Sales

Operating Expenses

Total

Cost of Sales

Operating Expenses

Total

Employee Termination Expenses

i 0.2

i 0.4

i 1.5

i 0.5

i 2.0

Facility Related Costs

i 1.5

i —

i 1.5

i 2.5

i 1.6

i 4.1

Other Expenses

i 0.2

i 0.1

i 0.3

i —

( i 0.3)

Total Restructuring Costs

i 1.9

i 0.3

i 2.2

i 4.0

i 1.8

i 5.8

Nine Months Ended

Restructuring Costs:

Cost of Sales

Operating Expenses

Total

Cost of Sales

Operating Expenses

Total

Employee Termination Expenses

i 0.6

i 0.8

i 1.4

i 4.4

i 3.5

i 7.9

Facility Related Costs

i 3.1

i 0.3

i 3.4

i 8.4

i 2.4

i 10.8

Other Expenses

i 0.5

i 0.1

i 0.6

i 0.3

( i 0.3)

i —

Total Restructuring Costs

i 4.2

i 1.2

i 5.4

i 13.1

i 5.6

i 18.7

The following table presents the allocation of restructuring and restructuring-related costs by segment for the three and nine months ended October 2, 2021 and September 26, 2020 (in millions):

Restructuring Costs - Three Months Ended

Total

Commercial Systems

Industrial Systems

Climate Solutions

Power Transmission Solutions

i 2.2

i 0.1

i 0.8

i 0.1

i 1.2

i 5.8

i 0.7

i 2.3

i 0.8

i 2.0

Restructuring Costs - Nine Months Ended

Total

Commercial Systems

Industrial Systems

Climate Solutions

Power Transmission Solutions

i 5.4

i 0.4

i 1.6

i 0.7

i 2.7