10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 1-4801

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	06-0247840
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
123 Main Street
Bristol
Connecticut	06010
(Address of Principal Executive Offices)	(Zip Code)

(860) 583-7070

Registrant's telephone number, including area code

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	B	New York Stock Exchange

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

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

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

The registrant had outstanding 50,674,896 shares of common stock as of November 1, 2023.

1

Barnes Group Inc.

Index to Form 10-Q

For the Quarterly Period Ended September 30, 2023

		Page
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of (Loss) Income for the three and nine months ended September 30, 2023 and 2022	3
	Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2023 and 2022	4
	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	44
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	45
	Signatures	47

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. See “FORWARD-LOOKING STATEMENTS” under Part I - Item 2 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BARNES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net sales	$	360,988	$	314,744	$	1,035,329	$	948,395
Cost of sales	253,490		208,649		704,358		628,593
Selling and administrative expenses	97,508		76,059		271,688		218,646
Goodwill impairment charge	—		—		—		68,194
	350,998		284,708		976,046		915,433
Operating income	9,990		30,036		59,283		32,962
Interest expense	22,792		3,357		34,612		10,249
Other expense (income), net	(874)		2,423		(2,427)		3,650
(Loss) income before income taxes	(11,928)		24,256		27,098		19,063
Income taxes	9,802		7,277		18,318		21,152
Net (loss) income	$	(21,730)	$	16,979	$	8,780	$	(2,089)
Per common share:
Basic	$	(0.43)	$	0.33	$	0.17	$	(0.04)
Diluted	(0.43)		0.33		0.17		(0.04)
Weighted average common shares outstanding:
Basic	51,057,979		50,919,955		51,033,181		50,981,874
Diluted	51,057,979		51,059,906		51,223,978		50,981,874

See accompanying notes.

3

BARNES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Dollars in thousands)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net (loss) income	$	(21,730)	$	16,979	$	8,780	$	(2,089)
Other comprehensive (loss) income, net of tax
Unrealized gain (loss) on hedging activities, net of tax (1)	814		2,391		663		5,793
Foreign currency translation adjustments, net of tax (2)	(14,282)		(63,433)		(10,146)		(145,238)
Defined benefit pension and other postretirement benefits, net of tax (3)	539		(3,737)		10,810		2,114
Total other comprehensive (loss) income, net of tax	(12,929)		(64,779)		1,327		(137,331)
Total comprehensive (loss) income	$	(34,659)	$	(47,800)	$	10,107	$	(139,420)

(1) Net of tax of $255 and $751 for the three months ended September 30, 2023 and 2022, respectively, and $218 and $1,827 for the nine months ended September 30, 2023 and 2022, respectively.

(2) Net of tax of $0 for the three and nine months ended September 30, 2023 and 2022.

(3) Net of tax of $113 and $(1,383) for the three months ended September 30, 2023 and 2022, respectively, and $3,741 and $233 for the nine months ended September 30, 2023 and 2022, respectively.

See accompanying notes.

4

BARNES GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

(Unaudited)

	September 30, 2023		December 31, 2022
Assets
Current assets
Cash and cash equivalents	$	90,040	$	76,858
Accounts receivable, less allowances (2023 - $5,827; 2022 - $5,222)	348,456		291,883
Inventories	370,669		283,402
Prepaid expenses and other current assets	94,248		80,161
Total current assets	903,413		732,304
Deferred income taxes	13,548		18,028
Property, plant and equipment	1,009,351		906,980
Less accumulated depreciation	(614,337)		(586,841)
	395,014		320,139
Goodwill	1,152,074		835,472
Other intangible assets, net	721,610		442,492
Other assets	91,675		65,295
Total assets	$	3,277,334	$	2,413,730
Liabilities and Stockholders' Equity
Current liabilities
Notes and overdrafts payable	$	29	$	8
Accounts payable	156,060		145,060
Accrued liabilities	220,088		158,568
Long-term debt - current	4,412		1,437
Total current liabilities	380,589		305,073
Long-term debt	1,307,853		569,639
Accrued retirement benefits	43,427		54,352
Deferred income taxes	142,027		62,562
Long-term tax liability	21,714		39,086
Other liabilities	44,673		36,691
Commitments and contingencies (Note 16)
Stockholders' equity
Common stock - par value $0.01 per share Authorized: 150,000,000 shares Issued: at par value (2023 - 64,585,444 shares; 2022 - 64,481,493 shares)	646		645
Additional paid-in capital	535,777		529,791
Treasury stock, at cost (2023 - 13,912,139 shares; 2022 - 13,890,802 shares)	(532,364)		(531,507)
Retained earnings	1,552,165		1,567,898
Accumulated other non-owner changes to equity	(219,173)		(220,500)
Total stockholders' equity	1,337,051		1,346,327
Total liabilities and stockholders' equity	$	3,277,334	$	2,413,730

See accompanying notes.

5

BARNES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2023		2022
Operating activities:
Net income (loss)	$	8,780	$	(2,089)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	79,196		69,022
Amortization of debt discount	58		—
(Gain) loss on disposition of property, plant and equipment	(202)		14
Stock compensation expense	8,121		9,547
Non-cash goodwill impairment charge	—		68,194
Changes in assets and liabilities, net of the effects of acquisition:
Accounts receivable	(5,273)		(17,923)
Inventories	(8,699)		(40,428)
Prepaid expenses and other current assets	5,367		(13,310)
Accounts payable	(11,629)		10,509
Accrued liabilities	22,437		(28,637)
Deferred income taxes	(3,541)		(4,350)
Long-term retirement benefits	(13,096)		(660)
Long-term tax liability	(13,029)		(6,948)
Other	2,483		521
Net cash provided by operating activities	70,973		43,462
Investing activities:
Proceeds from disposition of property, plant and equipment	6,990		104
Capital expenditures	(37,405)		(21,655)
Business acquisitions, net of cash acquired	(718,782)		—
Other	(921)		(2,168)
Net cash used by investing activities	(750,118)		(23,719)
Financing activities:
Net change in other borrowings	(167)		(941)
Payments on long-term debt	(268,580)		(80,777)
Proceeds from the issuance of long-term debt	1,006,333		85,082
Payments of debt issuance costs	(11,341)		—
Proceeds from the issuance of common stock	277		338
Common stock repurchases	—		(6,721)
Dividends paid	(24,302)		(24,282)
Withholding taxes paid on stock issuances	(857)		(818)
Other	(8,971)		(18,548)
Net cash provided (used) by financing activities	692,392		(46,667)
Effect of exchange rate changes on cash flows	(2,190)		(9,467)
Increase (decrease) in cash, cash equivalents and restricted cash	11,057		(36,391)
Cash, cash equivalents and restricted cash at beginning of period	81,128		111,909
Cash, cash equivalents and restricted cash at end of period	92,185		75,518
Less: Restricted cash, included in Prepaid expenses and other current assets	(2,145)		(1,976)
Less: Restricted cash, included in Other assets	—		(1,957)
Cash and cash equivalents at end of period	$	90,040	$	71,585

See accompanying notes.

6

BARNES GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All dollar amounts included in the notes are stated in thousands except per share data)

(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Condensed Consolidated Balance Sheet and the related Condensed Consolidated Statements of (Loss) Income, Comprehensive (Loss) Income and Cash Flows have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The Condensed Consolidated Financial Statements do not include all information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. The balance sheet as of December 31, 2022 has been derived from the 2022 financial statements of Barnes Group Inc. (the "Company"). For additional information, please refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, all adjustments, including normal recurring accruals considered necessary for a fair statement of the results, have been included. Operating results for the three- and nine-month periods ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Certain reclassifications have been made to prior year amounts to conform to current year presentation (see Note 4).

Business Combinations

In accordance with the Business Combinations guidance, acquisitions are recorded using the acquisition method of accounting. The Company includes the operating results of acquired entities from their respective dates of acquisition. The Company allocates the purchase consideration to the assets acquired and liabilities assumed in the acquired entity generally based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired and liabilities assumed in the acquired entity is recorded as goodwill. The primary items that generate goodwill include the increase in global market access and the acquired assembled workforce, neither of which qualify for recognition as an intangible asset. Costs incurred as a result of a business combination other than costs related to the issuance of debt or equity securities are recorded in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to assets acquired and liabilities assumed with the corresponding offset to goodwill.

2. Recent Accounting Standards

The Financial Accounting Standards Board ("FASB") establishes changes to accounting principles under U.S. generally accepted accounting principles ("US GAAP") through the use of Accounting Standards Updates ("ASUs") to the FASB's Accounting Standards Codification. The Company evaluates the applicability and potential impacts of recent ASUs on its Condensed Consolidated Financial Statements and related disclosures.

Recently Adopted Accounting Standards

In October 2021, the FASB amended its guidance related to business combinations. The amended guidance requires entities to recognize and measure contract assets and contract liabilities acquired in business combinations on the acquisition date in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers. The new guidance is effective on a prospective basis for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance, on a prospective basis, on January 1, 2023 and applied the guidance as it relates to the acquisition of MB Aerospace Holdings, Inc. (Note 3).

In September 2022, the FASB amended its guidance related to supplier finance programs. The amended guidance requires additional disclosures surrounding the use of supplier finance programs to purchase goods or services including disclosing the key terms of the programs, the amount of obligations outstanding at the end of the reporting period, and a roll-forward of those obligations. The new guidance, except the amendment on roll-forward information, is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendment on roll-forward information is effective for fiscal years beginning after December 15, 2023. The Company adopted this guidance within the Condensed Consolidated Financial Statements filed as of March 31, 2023 and it did not have a material impact on the Company's Condensed Consolidated Financial Statements, however it did result in additional disclosures pursuant to the new guidance. See Note 16.

7

Recently Issued Accounting Standards

The United Kingdom's Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced its intent to phase out the use of LIBOR by December 31, 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, identified the Secured Overnight Financing Rate (“SOFR”) as its preferred benchmark alternative to U.S. dollar LIBOR. Published by the Federal Reserve Bank of New York, SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transactions. In March 2020, in response to this transition, the FASB issued guidance related to this rate reform, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued by reference rate reform, and addresses operational issues likely to arise in modifying contracts to replace discontinued reference rates with new rates. In January 2021, the FASB issued further clarifying guidance regarding derivatives, as it relates to this transition. In December 2022, the FASB extended the expiration of the guidance through December 31, 2024. The Company’s Unsecured Credit Agreement (Note 9) and corresponding USD interest rate Swaps (Note 10) each mature in February 2026. In March 2021, the Intercontinental Exchange Benchmark Association announced that it will extend the publication of overnight, 1, 3, 6 and 12 month LIBOR rates until June 30, 2023, while ceasing publication of all other LIBOR rates including 1 week and 2 month rates. The Company's Unsecured Credit Agreement was further amended in October 2021 and in April 2022 to address the replacement of LIBOR via the LIBOR Transition Agreement and Amendment No. 1, respectively (see Note 9), with SOFR. The Company's corresponding interest rate Swaps were amended in May 2022 to address the replacement of LIBOR. As a result of the Company's contract amendments to address the replacement of LIBOR, the Company does not anticipate a material impact on our business, financial condition, results of operations or cash flow as a result of this change.

3. Acquisition

On August 31, 2023 (“Acquisition Date”), the Company completed its acquisition of MB Aerospace Holdings Inc., a Delaware corporation ("MB Aerospace"), along with such entity's subsidiaries (the "Transaction") by acquiring all of the issued and outstanding shares of capital stock of MB Aerospace. MB Aerospace is a leading provider of precision aero-engine component manufacture and repair services serving major aerospace and defense engine original equipment manufacturers (“OEMs”), tier 1 suppliers and maintenance, repair and overhaul ("MRO") providers. This business, which is being integrated into our Aerospace segment, provides significant growth opportunities and enhances the Company’s ability to deliver value-add solutions across the aero-engine value chain. Further, the acquisition of MB Aerospace increases customer diversification within both commercial aerospace and defense platforms and provides the Company with a well-balanced portfolio across aerospace and industrial end markets.

The Company acquired MB Aerospace for an aggregate purchase price of $728,607, which includes preliminary adjustments under the terms of the Stock Purchase Agreement ("the Agreement") and is subject to post-closing adjustments under the terms of the Agreement. The Company paid $718,782, net of $9,825 of cash acquired, in cash, using cash on hand and borrowings under the Company’s $1,000,000 Revolving Credit Facility and its $650,000 Term Loan Facility (see Note 9).

During the three months ended September 30, 2023, the Company incurred $17,423 of acquisition-related costs related to the acquisition of MB Aerospace. These transaction costs have been recognized in the Company's Condensed Consolidated Statements of (Loss) Income, of which $7,817 was recognized as selling and administrative expenses and of which $9,606 primarily relating to the bridge loan facility financing was recognized as Interest expense (see Note 9).

During the nine months ended September 30, 2023, the Company incurred $22,711 of acquisition-related costs related to the acquisition of MB Aerospace. These costs include $1,729 of due diligence costs and $20,982 of transaction costs to complete the acquisition. These transaction costs have been recognized in the Company's Condensed Consolidated Statements of (Loss) Income, of which $13,105 was recognized as selling and administrative expenses and of which $9,606 primarily relating to the bridge loan facility financing was recognized as Interest expense (see Note 9).

The operating results of MB Aerospace have been included in the Consolidated Statements of Income since the Acquisition Date. The Company reported $26,476 in net sales and an operating loss of $7,386 from MB Aerospace, included within the Aerospace segment's operating profit, inclusive of $8,019 of short-term purchase accounting adjustments related to inventory step-up and backlog intangible amortization and $2,208 of amortization of other intangible assets acquired, for the period from the Acquisition Date through September 30, 2023.

8

Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed

The Company accounted for the MB Aerospace acquisition as a business combination. The identifiable assets acquired and liabilities assumed are recorded at their preliminary fair values as of the Acquisition Date and are consolidated into the Company’s condensed consolidated financial statements. The assignment of fair market value requires significant judgments regarding the estimates and assumptions used to value the acquired assets and liabilities assumed. In determining the fair values of the assets acquired and liabilities assumed, the Company utilized the cost, income and market approaches from the perspective of a market participant. The Company used third party valuation professionals to aid in the determination of the estimated fair value of certain assets acquired and liabilities assumed.

The following table summarizes the preliminary estimated fair values for each major class of assets acquired, net of cash acquired, and liabilities assumed at the Acquisition Date:

Accounts receivable	$	50,817
Inventories	78,464
Prepaid expenses and other current assets	18,836
Property, plant and equipment	80,480
Goodwill	318,307
Other intangible assets	321,000
Other Assets	10,627
Total Assets Acquired	878,531
Accounts payable	(21,826)
Accrued liabilities	(34,955)
Deferred income taxes	(83,886)
Other liabilities	(9,659)
Debt assumed	(9,423)
Total Liabilities Assumed	(159,749)
Net Assets Acquired	$	718,782

The Company recorded the fair values of the assets acquired and liabilities assumed of MB Aerospace as of August 31, 2023. The final purchase price allocation is subject to post-closing adjustments pursuant to the terms of the Agreement and finalization of fair value estimates. Estimates and assumptions used in such valuations are subject to change, which could be significant, within the measurement period up to one year from the acquisition date. The areas of the valuations that are not yet finalized relate to the amounts for property, plant and equipment, long term intangible assets and the final amount of residual goodwill. The Company may obtain additional information to assist in determining fair values of net assets acquired at the Acquisition Date during the measurement period.

Goodwill represents the excess of the purchase consideration over the fair value of the underlying acquired net tangible and intangible assets. Goodwill has been allocated to the Company’s Aerospace segment. None of the recognized goodwill from the acquisition of MB Aerospace is expected to be deductible for income tax purposes (see Note 8).

The Other intangible assets in the table above consist of backlog, developed technology, and customer relationships, which are amortized over their respective estimated useful lives (see Note 8).

Supplemental Pro Forma Information

The following table reflects the unaudited pro forma operating results of the Company for the three and nine months ended September 30, 2023 and 2022, which give effect to the acquisition of MB Aerospace as if it had occurred on January 1, 2022. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisition been effective January 1, 2022, nor are they intended to be indicative of results that may occur in the future. The underlying pro forma information includes the historical financial results of the Company and MB Aerospace adjusted for certain items including depreciation and amortization expense associated with the assets acquired and the Company’s expense related to financing arrangements, with the related tax effects.

9

The unaudited pro forma combined condensed financial information has been prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”).

The pro forma information does not include the effects of any synergies or cost reduction initiatives related to the acquisition.

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Net sales	$	416,088	$	380,644	$	1,249,129	$	1,153,395
Net (loss) income	(5,712)		1,781		6,122		(82,303)

The unaudited pro forma combined condensed financial information during the three and nine month periods ended September 30, 2023 were adjusted to include:

a.Depreciation and Amortization - Adjustment of $(4,032) and $884 for the three and nine months ended September 30, 2023, respectively, to reflect the adjustment to property, plant, and equipment depreciation and amortization expense from the acquired backlog, developed technology and customer relationships.

b.Transaction Costs - Adjustments of $(7,817) and $(13,105) for the three and nine months ended September 30, 2023, respectively, to reflect the elimination of non-recurring transaction costs.

c.Interest Expense - Adjustment of $(9,858) and $3,209 for the three and nine months ended September 30, 2023, respectively, to reflect the adjustment to interest expense resulting from interest on the new debt to finance the acquisition of MB Aerospace and the extinguishment of MB Aerospace’s existing debt and the amortization of related debt issuance costs.

d.Inventory Step-Up - Adjustment of $(3,019) and $(3,019) for the three and nine months ended September 30, 2023, respectively, to eliminate the inventory fair value adjustment that was recognized in cost of sales during the three and nine months ended September 30, 2023.

e.Income Taxes - The estimated tax impacts of the pro forma adjustments have been reflected within the unaudited pro forma condensed combined statement of operations by using a blended foreign, federal and state statutory income tax rate.

The unaudited pro forma combined condensed financial information during the three and nine month periods ended September 30, 2022 were adjusted to include:

a.Depreciation and Amortization - Adjustment of $3,331 and $20,645 for the three and nine months ended September 30, 2022, respectively, to reflect the adjustment to property, plant, and equipment depreciation and the amortization expense from the acquired backlog, developed technology and customer relationships.

b.Transaction Costs - Adjustments of $0 and $13,105 for the three and nine months ended September 30, 2022, respectively, to reflect non-recurring transaction costs.

c.Interest Expense - Adjustments of $7,993 and $17,506 for the three and nine months ended September 30, 2022, respectively, to reflect the adjustment to interest expense resulting from interest on the new debt to finance the acquisition of MB Aerospace and the extinguishment of MB Aerospace’s existing debt and the amortization of related debt issuance costs.

d.Inventory Step-Up - Adjustment of $0 and $12,337 for the three and nine months ended September 30, 2022, respectively, to reflect the increase in cost of sales for the impact of the $12,337 fair value adjustment to inventory for the acquired inventory.

e.Income Taxes - The estimated tax impacts of the pro forma adjustments have been reflected within the unaudited pro forma condensed combined statement of operations by using a blended foreign, federal and state statutory income tax rate.

10

4. Revenue

The Company is a global provider of highly engineered products, differentiated industrial technologies, and innovative solutions, serving a wide range of end markets and customers. Its specialized products and services are used in far-reaching applications in aerospace, healthcare, automation, packaging, mobility, and manufacturing.

Revenue is recognized by the Company when control of the product or solution is transferred to the customer. Control is generally transferred when products are shipped or delivered to customers, title is transferred, the significant risks and rewards of ownership have transferred, and the Company has rights to payment and the rewards of ownership pass to the customer. Customer acceptance may also be a factor in determining whether control of the product has transferred. Although revenue is generally recognized at a point in time, a certain portion of the Company's businesses with customized products or contracts in which the Company performs work on customer-owned assets requires the use of an over-time recognition model as certain contracts meet one or more of the established criteria pursuant to the accounting guidance. Also, service revenue is recognized as control transfers, which is concurrent with the services being performed.

The following table presents the Company's revenue disaggregated by products and services, and geographic regions, by segment:

	Three Months Ended September 30, 2023						Three Months Ended September 30, 2022
	Aerospace		Industrial		Total Company		Aerospace		Industrial		Total Company
Products and Services(A)
Aerospace Original Equipment Manufacturing Products	$	97,994	$	—	$	97,994	$	65,229	$	—	65,229
Aerospace Aftermarket Products and Services	58,096		—		58,096		45,558		—		45,558
Motion Control Solutions Products (B)	—		91,442		91,442		—		93,527		93,527
Molding Solutions Products	—		99,428		99,428		—		97,243		97,243
Automation Products	—		14,028		14,028		—		13,187		13,187
	$	156,090	$	204,898	$	360,988	$	110,787	$	203,957	$	314,744
Geographic Regions (C)
Americas	$	106,608	$	89,574	$	196,182	$	78,535	$	96,201	$	174,736
Europe	29,708		74,777		104,485		19,859		65,637		85,496
Asia	17,213		38,738		55,951		10,888		40,995		51,883
Rest of World	2,561		1,809		4,370		1,505		1,124		2,629
	$	156,090	$	204,898	$	360,988	$	110,787	$	203,957	$	314,744

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	Nine Months Ended September 30, 2023						Nine Months Ended September 30, 2022
	Aerospace		Industrial		Total Company		Aerospace		Industrial		Total Company
Products and Services(A)
Aerospace Original Equipment Manufacturing Products	$	246,094	$	—	$	246,094	$	200,360	$	—	200,360
Aerospace Aftermarket Products and Services	149,268		—		149,268		120,290		—		120,290
Motion Control Solutions Products (B)	—		290,356		290,356		—		282,120		144,537
Molding Solutions Products	—		303,082		303,082		—		301,488		301,488
Automation Products	—		46,529		46,529		—		44,136		44,136
	$	395,362	$	639,967	$	1,035,329	$	320,650	$	627,745	$	948,395
Geographic Regions (C)
Americas	$	279,029	$	278,768	$	557,797	$	231,798	$	271,176	$	502,974
Europe	70,776		235,406		306,182		58,343		222,776		281,119
Asia	38,876		119,670		158,546		26,553		129,484		156,037
Rest of World	6,681		6,123		12,804		3,956		4,309		8,265
	$	395,362	$	639,967	$	1,035,329	$	320,650	$	627,745	$	948,395

(A) The results of MB Aerospace, from the acquisition on August 31, 2023, have been included within the Company's revenue disaggregated by products and services, and geographic regions within the Aerospace Segment for the three and nine month periods ended September 30, 2023.

(B) Effective January 1, 2023, the Company combined Industrial's Force & Motion Control and Engineered Components businesses to form a single strategic business unit named Motion Control Solutions. As a result of the combination, Motion Control Solutions Products reflects product revenues that were previously disclosed as Force & Motion Control Products and Engineered Components Products. Prior period amounts have been reclassified to conform to the current year presentation.

(C) Sales by geographic region are based on the location to which the product is shipped and services are delivered.

Revenue from products and services transferred to customers at a point in time accounted for approximately 75 percent and 80 percent of total revenue for the three month periods ended September 30, 2023 and September 30, 2022, respectively. Revenue from products and services transferred to customers at a point in time accounted for approximately 80 percent of total revenue for each of the nine month periods ended September 30, 2023 and September 30, 2022. A majority of revenue within the Industrial segment and Aerospace Original Equipment Manufacturing Products business ("OEM"), along with a portion of revenue within the Aerospace Aftermarket Products and Services business ("Aftermarket"), is recognized at a point in time, primarily when the product or solution is shipped to the customer.

Revenue from products and services transferred to customers over-time accounted for approximately 25 percent of total revenue and 20 percent of total revenue for the three month periods ended September 30, 2023 and September 30, 2022, respectively. Revenue from products and services transferred to customers over-time accounted for approximately 20 percent of total revenue for each of the nine month periods ended September 30, 2023 and September 30, 2022. The Company recognizes revenue over-time in instances where a contract supports a continual transfer of control to the customer. Substantially all of our revenue in the Aerospace Aftermarket maintenance repair and overhaul business (within Aftermarket Products and Services) and a portion of the revenue for Motion Control Solutions products, Molding Solutions products and Aerospace OEM products is recognized over-time. Within the Molding Solutions and Aerospace Aftermarket businesses, this continual transfer of control to the customer partially results from repair and refurbishment work performed on customer-controlled assets. With other contracts, this continual transfer of control to the customer is supported by clauses in the contract, or governing commercial law of the relevant jurisdiction, where we deliver products that do not have an alternative use and require an enforceable right to payment of costs incurred (plus a reasonable profit) or the Company has a contractual right to complete any work in process and receive full contract price.

The majority of our revenue is from contracts that are for less than one year, however certain Aerospace OEM and Molding Solutions business contracts extend beyond one year. In the Industrial segment, customers are typically OEMs or suppliers to OEMs and, in some businesses, distributors. In the Aerospace segment, customers include commercial airlines, OEMs, defense-related manufacturers, and industry parts and service providers.

A performance obligation represents a promise within a contract to provide a distinct good or service to the customer. Revenue is recognized in an over-time model based on the extent of progress towards completion of the performance obligation. The

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selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. The Company utilizes the cost-to-cost measure of progress for over-time contracts as we believe this measure best depicts the transfer of control to the customer, which occurs as we incur costs on contracts.

Adjustments to net sales, cost of sales and the related impact to operating income are recognized as necessary in the period they become known. Revenue recognized from performance obligations satisfied in previous periods was not material in both the three and nine month periods ended September 30, 2023 and 2022.

Contract Balances. The timing of revenue recognition, invoicing and cash collections affects accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) on the Condensed Consolidated Balance Sheets.

Unbilled Receivables (Contract Assets) - Pursuant to the over-time revenue recognition model, revenue may be recognized prior to the customer being invoiced. An unbilled receivable is recorded to reflect revenue that is recognized when 1) the cost-to-cost method is applied and 2) such revenue exceeds the amount invoiced to the customer. Unbilled receivables are included within Prepaid Expenses and Other Current Assets on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022.

Customer Advances and Deposits (Contract Liabilities) - The Company may receive a customer advance or deposit, or have an unconditional right to receive a customer advance, prior to revenue being recognized. Certain contracts within the Molding Solutions business, for example, may require such advances. Since the performance obligations related to such advances have not been satisfied, a contract liability is established. An offsetting asset of equal amount is recorded as an account receivable until the advance is collected. Advances and deposits are included within Accrued Liabilities on the Condensed Consolidated Balance Sheets until the respective revenue is recognized. Advance payments are not considered a significant financing component as they are generally received less than one year before the customer solution is completed. These assets and liabilities are reported on the Condensed Consolidated Balance Sheets on an individual contract basis at the end of each reporting period.

Net contract assets (liabilities) consisted of the following:

	September 30, 2023		December 31, 2022		$ Change		% Change
Unbilled receivables (contract assets)	$	54,565	$	42,423	$	12,142	29	%
Contract liabilities	(43,259)		(27,857)		(15,402)		55	%
Net contract assets	$	11,306	$	14,566	$	(3,260)	(22)	%

Contract liabilities balances at September 30, 2023 and December 31, 2022 include $10,731 and $9,593, respectively, of customer advances for which the Company has not yet collected payment, but has an unconditional right to collect payment. Accounts receivable, as presented on the Condensed Consolidated Balance Sheet, includes corresponding balances at September 30, 2023 and December 31, 2022, respectively.

Changes in the net contract assets during the nine month period ended September 30, 2023 included a $15,402 increase in contract liabilities, driven primarily by new customer advances and deposits, partially offset by revenue recognized in the current period. Offsetting this net contract assets decrease was a $12,142 increase in contract assets, driven primarily by contract progress (i.e., unbilled receivable), partially offset by earlier contract progress being invoiced to the customer. Of this net contract asset increase, $11,506 was attributable to MB Aerospace at September 30, 2023.

The Company recognized approximately 15% and 85% of the revenue related to the contract liabilities balance as of December 31, 2022 during the three and nine month periods ended September 30, 2023, respectively, and approximately 10% and 85% of the revenue related to the contract liabilities balance as of December 31, 2021 during the three and nine month periods ended September 30, 2022, respectively, primarily representing revenue from the sale of molds and hot runners within the Molding Solutions business.

Remaining Performance Obligations. The Company has elected to disclose remaining performance obligations only for contracts with an original duration of greater than one year. Such remaining performance obligations represent the transaction price of firm orders for which work has not yet been performed and, for Aerospace, excludes projections of components and assemblies that Aerospace OEM customers anticipate purchasing in the future under existing programs, which represent orders that are beyond lead time and do not represent performance obligations pursuant to accounting guidance. As of September 30,

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2023, the aggregate amount of the transaction price allocated to remaining performance obligations, including the balance within MB Aerospace, was $538,898. The Company expects to recognize revenue on approximately 75% of the remaining performance obligations over the next 12 months, with the remainder to be recognized within 24 months.

5. Stockholders' Equity

A schedule of consolidated changes in equity for the nine months ended September 30, 2023 is as follows (number of shares in thousands):

	Common Stock (Number of Shares)	Common Stock (Amount)		Additional Paid-In Capital		Treasury Stock (Number of Shares)	Treasury Stock (Amount)		Retained Earnings		Accumulated Other Non-Owner Changes to Equity		Total Stockholders’ Equity
December 31, 2022	64,481	$	645	$	529,791	13,891	$	(531,507)	$	1,567,898	$	(220,500)	$	1,346,327
Comprehensive income	—	—		—		—	—		13,159		29,209		42,368
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,096)		—		(8,096)
Residual interest in subsidiary	—	—		(2,381)		—	—		—		—		(2,381)
Employee stock plans	23	—		2,665		6	(252)		(83)		—		2,330
March 31, 2023	64,504	$	645	$	530,075	13,897	$	(531,759)	$	1,572,878	$	(191,291)	$	1,380,548
Comprehensive income (loss)	—	—		—		—	—		17,352		(14,953)		2,399
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,099)		—		(8,099)
Employee stock plans	22	—		2,339		3	(124)		(76)		—		2,139
June 30, 2023	64,526	$	645	$	532,414	13,900	$	(531,883)	$	1,582,055	$	(206,244)	$	1,376,987
Comprehensive loss	—	—		—		—	—		(21,730)		(12,929)		(34,659)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,107)		—		(8,107)
Employee stock plans	59	1		3,363		12	(481)		(53)		—		2,830
September 30, 2023	64,585	$	646	$	535,777	13,912	$	(532,364)	$	1,552,165	$	(219,173)	$	1,337,051

A schedule of consolidated changes in equity for the nine months ended September 30, 2022 is as follows (number of shares in thousands):

	Common Stock (Number of Shares)	Common Stock (Amount)		Additional Paid-In Capital		Treasury Stock (Number of Shares)	Treasury Stock (Amount)		Retained Earnings		Accumulated Other Non-Owner Changes to Equity		Total Stockholders’ Equity
December 31, 2021	64,344	$	643	$	516,562	13,658	$	(523,642)	$	1,587,041	$	(151,838)	$	1,428,766
Comprehensive income (loss)	—	—		—		—	—		20,484		(2,590)		17,894
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,111)		—		(8,111)
Employee stock plans	12	1		2,665		2	(49)		(136)		—		2,481
March 31, 2022	64,356	$	644	$	519,227	13,660	$	(523,691)	$	1,599,278	$	(154,428)	$	1,441,030
Comprehensive loss	—	—		—		—	—		(39,552)		(69,962)		(109,514)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,081)		—		(8,081)
Common stock repurchases	—	—		—		200	(6,721)		—		—		(6,721)
Employee stock plans	23	—		3,548		3	(106)		(62)		—		3,380
June 30, 2022	64,379	$	644	$	522,775	13,863	$	(530,518)	$	1,551,583	$	(224,390)	$	1,320,094
Comprehensive income (loss)	—	—		—		—	—		16,979		(64,779)		(47,800)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,090)		—		(8,090)
Employee stock plans	70	—		3,592		19	(663)		(77)		—		2,852
September 30, 2022	64,449	$	644	$	526,367	13,882	$	(531,181)	$	1,560,395	$	(289,169)	$	1,267,056

6. Net (Loss) Income Per Common Share

For the purpose of computing diluted net income per common share, the weighted-average number of common shares outstanding is increased for the potential dilutive effects of stock-based incentive plans. No potentially dilutive shares have

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been included in the diluted earnings per share calculations for the three-month period ended September 30, 2023 due to the Company’s reported net loss for the period. For the purpose of computing diluted net income per common share for the nine-month period ended September 30, 2023, the weighted-average number of common shares outstanding was increased by 190,797. For the purpose of computing diluted net income per common share for the three-month period ended September 30, 2022, the weighted-average number of common shares outstanding was increased by 139,951. No potentially dilutive shares have been included in the diluted earnings per share calculations for the nine-month period ended September 30, 2022 due to the Company’s reported net loss for the period.

The calculation of weighted-average diluted shares outstanding excludes all shares that would have been anti-dilutive. During the three month periods ended September 30, 2023 and 2022, the Company excluded 683,374 and 875,706 stock awards, respectively, from the calculation of weighted-average diluted shares outstanding as the stock awards were considered anti-dilutive. During the nine month periods ended September 30, 2023 and 2022, the Company excluded 757,813 and 823,365 stock awards, respectively, from the calculation of weighted-average diluted shares outstanding as the stock awards were considered anti-dilutive.

The Company granted 120,195 stock options, 152,476 restricted stock unit awards and 131,025 performance share awards ("PSAs") in February 2023 as part of its annual long-term incentive equity grant awards. All of the stock options and the restricted stock unit awards vest upon meeting certain service conditions. The restricted stock unit awards are included in basic weighted-average common shares outstanding as they contain nonforfeitable rights to dividend payments. The PSAs are part of the long-term Performance Share Award Program and are based on performance goals that are driven by a combination of independently measured metrics (depending on the grant year) with each metric being weighted equally. The metrics for awards granted in 2023 include the Company’s total shareholder return ("TSR"), return on invested capital ("ROIC") and operating income before depreciation and amortization growth ("EBITDA growth"). The TSR and EBITDA growth metrics are designed to assess the long-term Company performance relative to the performance of companies included in the Russell 2000 Index over a three-year performance period. ROIC is designed to assess the Company's performance compared to pre-established Company targets over a three-year performance period. The participants can earn from zero to 250% of the target award and the award includes a forfeitable right to dividend equivalents, which are not included in the aggregate target award numbers. The fair value of the TSR is determined using a Monte Carlo valuation method as the award contains a market condition.

7. Inventories

The components of inventories consisted of:

	September 30, 2023		December 31, 2022
Finished goods	$	104,046	$	105,965
Work-in-process	116,561		68,664
Raw material and supplies	150,062		108,773
	$	370,669	$	283,402

8. Goodwill and Other Intangible Assets

Goodwill:

The following table sets forth the change in the carrying amount of goodwill for each reportable segment and for the Company as of and for the period ended September 30, 2023:

	Industrial		Aerospace		Total Company
December 31, 2022 (A)	$	804,686	$	30,786	$	835,472
Acquisition related	—		$	318,307	$	318,307
Foreign currency translation	(1,438)		(267)		(1,705)
September 30, 2023	$	803,248	$	348,826	$	1,152,074

(A) Industrial amounts are net of accumulated goodwill impairment losses of $68,194.

The changes recorded at Aerospace include $318,307 of goodwill in 2023 resulting from the acquisition of MB Aerospace in August 2023. See Note 3. The amounts allocated to goodwill reflect the benefits that the Company expects to realize from an increase in global market access and MB Aerospace's assembled workforce. None of the recognized goodwill from the

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acquisition of MB Aerospace is expected to be deductible for income tax purposes. The purchase price for the MB Aerospace acquisition is subject to post-closing adjustments and finalization of purchase price allocation, therefore goodwill may require adjustment accordingly.

In the second quarter of 2023, management performed its annual impairment testing of goodwill and determined that there was no goodwill impairment.

Other Intangible Assets:

Other intangible assets consisted of:

		September 30, 2023				December 31, 2022
	Range of Life -Years	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Amortized intangible assets:
Revenue Sharing Programs (RSPs)	Up to 30	$	299,500	$	(173,404)	$	299,500	$	(164,162)
Component Repair Programs (CRPs)	Up to 30	111,839		(47,664)		111,839		(41,880)
Customer relationships	10-16	587,189		(172,627)		337,189		(156,442)
Patents and technology	4-18	178,433		(98,538)		123,433		(92,875)
Trademarks/trade names	10-30	10,949		(10,875)		10,949		(10,772)
Other	Up to 10	26,334		(8,074)		9,413		(2,966)
		1,214,244		(511,182)		892,323		(469,097)
Unamortized intangible assets:
Trade names		55,670		—		55,670		—
Foreign currency translation		(37,122)		—		(36,404)		—
Other intangible assets		$	1,232,792	$	(511,182)	$	911,589	$	(469,097)

In connection with the acquisition of MB Aerospace in August 2023, the Company recorded intangible assets of $321,000 which includes $250,000 of customer relationships, $55,000 of developed technology, and $16,000 of customer backlog included within Other above. The estimated weighted-average useful lives of the acquired assets were 15 years, 18 years and 1 year, respectively.

Amortization of intangible assets for the three and nine month periods ended September 30, 2023 was $18,860 and $42,084, respectively. Amortization of intangible assets for the three and nine month periods ended September 30, 2022 was $11,747 and $33,918, respectively. Estimated amortization of intangible assets for future periods is as follows: 2023 (remainder) - $25,000; 2024 - $71,000; 2025 - $70,000; 2026 - $67,000; 2027 - $66,000 and 2028 - $62,000.

In the second quarter of 2023, management performed its annual impairment testing of its trade names, which are indefinite-lived intangible assets. Based on this assessment, there were no impairments.

9. Debt

Long-term debt and notes and overdrafts payable at September 30, 2023 and December 31, 2022 consisted of:

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	September 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Revolving Credit Facility	$	662,937	$	664,674	$	466,672	$	464,373
Term Loan Facility	650,000		651,625		—		—
Unamortized deferred financing costs and original issue discount - Term Loan Facility	(12,915)		—		—		—
3.97% Senior Notes	—		—		100,000		96,894
Borrowings under lines of credit and overdrafts	29		29		8		8
Finance leases	12,243		11,947		4,404		4,085
	1,312,294		1,328,275		571,084		565,360
Less current maturities	(4,441)				(1,445)
Long-term debt	$	1,307,853			$	569,639

On February 10, 2021, the Company and certain of its subsidiaries entered into the sixth amended and restated senior unsecured revolving credit agreement (the "Unsecured Credit Agreement") and retained Bank of America, N.A. as the Administrative Agent for the lenders. The $1,000,000 Unsecured Credit Agreement was to mature in February 2026. Borrowings under the Unsecured Credit Agreement bore interest at either the Eurocurrency rate, as defined in the Unsecured Credit Agreement, plus a margin of 1.175% to 1.775% or the base rate, as defined in the Unsecured Credit Agreement, plus a margin of 0.175% to 0.775%, depending on the Company's leverage ratio at the time of the borrowing. Multi-currency borrowings, pursuant to the Unsecured Credit Agreement, bore interest at their respective interbank offered rate (i.e. Euribor) or 0.00% (higher of the two rates) plus a margin of between 1.175% and 1.775%. The Unsecured Credit Agreement required the Company to maintain a Senior Debt Ratio of not more than 3.25 times. In addition, the Unsecured Credit Agreement required the Company to maintain a Total Debt Ratio of not more than 3.75 times for each fiscal quarter. A ratio of Consolidated EBITDA to Consolidated Cash Interest Expense, as defined, of not less than 4.25 times, was also required at the end of each fiscal quarter. The Unsecured Credit Agreement also contemplated the potential replacement of LIBOR (as defined below) with a successor financing rate, pursuant to the intent of the United Kingdom's Financial Conduct Authority to phase out use of LIBOR (see discussion below). The Company paid fees and expenses of $4,306 in conjunction with executing the Unsecured Credit Agreement. Such fees have been deferred within Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense on the Condensed Consolidated Statements of (Loss) Income through its maturity. Cash used to pay these fees was recorded through other financing activities on the Condensed Consolidated Statements of Cash Flows. The Company subsequently amended the Unsecured Credit Agreement on October 11, 2021 (the "LIBOR Transition Amendment"), defining certain applicable multi-currency borrowing rates that could be used as replacement rates for LIBOR, which was expected to be discontinued by reference rate reform. See Note 2 of the Condensed Consolidated Financial Statements, as well as the discussion below.

On April 6, 2022, the Company entered into Amendment No. 1 to the Unsecured Credit Agreement (“Amendment No. 1”), which (i) replaced the LIBOR interest rate for U.S. dollar loans to a term Secured Overnight Financing Rate including a Secured Overnight Financing Rate adjustment (or "SOFR", as defined in the Unsecured Credit Agreement), (ii) added a daily SOFR option for U.S. dollar loans and a term SOFR option for U.S. dollar loans, and (iii) added the ability to borrow foreign swing line loans based on the Euro Short Term Rate ("€STR") (as defined) with the same interest spread as the interest spread for SOFR Loans (as defined) and Alternative Currency Loans (defined as loans denominated in Euro, Sterling, Swiss Francs or Yen). In addition, Amendment No. 1 lowered the interest rate spread on (i) SOFR Loans and Alternative Currency Loans to a range from 0.975% to 1.70%, depending on the leverage ratio (the “Leverage Ratio”) of Consolidated Total Debt (as defined) to Consolidated EBITDA (as defined) as of the end of each fiscal quarter, and (ii) loans based on the Base Rate (as defined), to a range from 0.00% to 0.70%, depending on the Company’s Leverage Ratio as of the end of each fiscal quarter. Amendment No. 1 also lowered the facility fee, which was required to be paid by the Company under the Unsecured Credit Agreement and was calculated on the full amount of the revolving facility, to a range from 0.15% to 0.30%, depending on the Company’s Leverage Ratio at the end of each fiscal quarter. In April 2022, the Company paid fees and expenses of $1,037 in conjunction with executing Amendment No. 1. Such fees have been deferred within Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense on the Condensed Consolidated Statements of (Loss) Income through its maturity. Cash used to pay these fees was recorded through other financing activities on the Condensed Consolidated Statements of Cash Flows.

The United Kingdom's Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced its intent to phase out the use of LIBOR by December 31, 2021. The U.S. Federal Reserve, in conjunction with the

17

Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, identified SOFR as its preferred benchmark alternative to U.S. dollar LIBOR. Published by the Federal Reserve Bank of New York, SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transactions. The Company’s Unsecured Credit Agreement and corresponding interest rate swap were tied to LIBOR, with each maturing in February 2026. In March 2021, the ICE Benchmark Association announced that it would extend the publication of overnight, 1, 3, 6 and 12 month LIBOR rates until June 30, 2023, while ceasing publication of all other LIBOR rates including 1 week and 2 month rates. The Company's Unsecured Credit Agreement was further amended in October 2021 and in April 2022 to address the replacement of LIBOR, which, as a result of the Company's contract amendments as discussed above, did not have a material impact on our business, financial condition, results of operations or cash flow.

On June 5, 2023, the Company entered into the Agreement with MB Aerospace Group Holdings Limited, a Cayman Islands limited company. See Note 3. In connection with entry into the Agreement, on June 5, 2023, the Company entered into the Second Amendment (the “Second Amendment”) to Note Purchase Agreement and Amendment No. 2 ("Amendment No. 2") to Unsecured Credit Agreement to facilitate the Transaction, as well as a commitment letter with Bank of America, N.A. and BofA Securities, Inc. (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties agreed to provide, subject to the satisfaction of customary closing conditions contained therein, a $1,000,000 backstop senior secured revolving credit facility and a $700,000 senior secured 364-day bridge loan facility ("Bridge Loan Facility"). The Bridge Loan Facility was only intended to be drawn to the extent that the Company did not obtain alternative financing prior to the closing of the Transaction. The Company recorded fees of $9,500 in conjunction with the Bridge Loan Facility and $1,000,000 backstop senior secured revolving credit facility into interest expense on the Condensed Consolidated Statements of (Loss) Income in the three months ended September 30, 2023. On the Acquisition Date, pursuant to the terms of the Agreement, the Company completed the Transaction for an aggregate purchase price of $728,607, subject to customary and specified closing adjustments, as set forth in the Agreement. Concurrently, the Company entered into a new Credit Agreement (the “Credit Agreement”) among the Company and certain of its subsidiaries, the issuing banks, lenders and other parties party thereto, and Bank of America, N.A., as administrative agent, as collateral agent and as swingline lender, which provides for senior secured financing of $1,650,000, consisting of a term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $650,000, at an original issue discount of $4,875, and a revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Facilities”) in an aggregate principal amount of up to $1,000,000, including a letter of credit sub-facility of up to $50,000. Proceeds of the loans borrowed under the Senior Facilities on the Acquisition Date, net of a 0.75% original issue discount on the Term Loan Facility, were used to fund, in part, the transactions contemplated by the Agreement, including the consummation of the Transaction, the repayment in full of the 3.97% Senior Notes, and to pay related fees and expenses. As of the Acquisition Date, the Revolving Credit Facility had outstanding borrowings in an aggregate principal amount of approximately $698,000. Proceeds of any loans under the Revolving Credit Facility borrowed after the Acquisition Date will be used for general corporate purposes. The Company paid fees and expenses of $3,058 in conjunction with executing the Revolving Credit Facility. Such fees have been deferred within Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense on the Condensed Consolidated Statements of (Loss) Income through the maturity of the Credit Agreement with the previously recorded debt issuance costs. The Company incurred $8,283 of debt issuance costs in conjunction with executing the Term Loan Facility. Such fees have been recorded as a direct deduction from the carrying amount of the Term Loan Facility and will be amortized into interest expense on the Condensed Consolidated Statements of (Loss) Income through the maturity of the Term Loan Facility. Cash used to pay these fees was recorded through financing activities on the Condensed Consolidated Statements of Cash Flows. On August 31, 2023, in connection with the Credit Agreement and the closing of the Transaction, the Bridge Loan Facility was terminated.

The Senior Facilities are guaranteed by each of the Company’s wholly owned domestic subsidiaries and are secured by substantially all assets of the Company and of each subsidiary guarantor, in each case subject to certain exceptions.

Borrowings under the Senior Facilities bear interest at a rate per annum equal to, at the Company’s option, either Term SOFR (subject to a 0.00% floor) or an alternate base rate ("ABR"), in each case plus an applicable margin of (i) in the case of borrowings under the Term Loan Facility, 3.00% for Term SOFR loans and 2.00% for ABR loans and (ii) in the case of borrowings under the Revolving Credit Facility, initially, 2.375% for Term SOFR loans and 1.375% for ABR loans. The applicable margin for borrowings under the Revolving Credit Facility varies depending on the Company’s total net leverage ratio. The Company is also required to pay a commitment fee initially equal to 0.35% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The commitment fee under the Revolving Credit Facility varies depending on the Company’s total net leverage ratio.

The Term Loan Facility matures on the seven-year anniversary of the Acquisition Date and amortizes in equal quarterly installments, starting with the first full fiscal quarter after the Acquisition Date, of 0.25% of the initial principal amount. The Revolving Credit Facility matures on the five-year anniversary of the Acquisition Date. In addition, the Company is required to

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prepay outstanding loans under the Term Loan Facility, subject to certain exceptions, with up to 50% of the Company’s annual excess cash flow (as defined under the Credit Agreement) in excess of the greater of $50,000 and 15.0% of Last Twelve Months ("LTM") Adjusted Consolidated EBITDA (as defined in the Credit Agreement) as of the applicable time, and with up to 100% of the net cash proceeds of certain recovery events and non-ordinary course asset sales (which percentages vary depending on the Company’s first lien secured net leverage ratio).

The Company may generally prepay outstanding loans under the Senior Facilities at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to Term SOFR loans. Prepayments of the Term Loan Facility in connection with certain “repricing events” resulting in a lower yield occurring at any time during the first six months after the Acquisition Date must be accompanied by a 1.00% prepayment premium.

The Revolving Credit Facility requires that the Company maintain a maximum Total Net Leverage Ratio, as defined in the Credit Agreement, initially of 5.50 to 1.00 as of the last day of each fiscal quarter for which financials have been (or were required to be) delivered, commencing with the first full fiscal quarter after the Acquisition Date, stepping down to 4.00 to 1.00 over time. For material acquisitions in certain circumstances, such ratio may be increased by up to 0.50 to 1.00. The actual ratio, as defined, was 3.77 at September 30, 2023. The Revolving Credit Facility also requires that the Company not permit the Interest Coverage Ratio as of the last day of any test period to be less than 3.00 to 1.00. The actual ratio, as defined, was 3.36 as of September 30, 2023. At September 30, 2023, the Company was in compliance with all applicable covenants.

The Senior Facilities contain certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. The Senior Facilities also contain certain events of default, including relating to a change of control. If an event of default occurs, the lenders under the Senior Facilities will be entitled to take various actions, including the acceleration of amounts due under the Senior Facilities.

Borrowings and availability under the Revolving Credit Facility were $662,937 and $337,063, respectively, at September 30, 2023. Borrowings and availability under the Unsecured Credit Facility were $466,672 and $533,328, respectively, at December 31, 2022, subject to covenants discussed above. The average interest rate on these borrowings was 7.04% and 3.67% on September 30, 2023 and December 31, 2022, respectively. The average interest rate excludes the impact of the Company’s interest swap agreements. See Note 10. Borrowings included Euro-denominated borrowings of 296,500 Euros ($317,937) at September 30, 2023 and 310,700 Euros ($331,672) at December 31, 2022. The fair value of the borrowings is based on observable Level 2 inputs. The borrowings were valued using discounted cash flows based upon the Company's estimated interest costs for similar types of borrowings.

Borrowings under the Term Loan Facility were $650,000 at September 30, 2023. The average interest rate on these borrowings was 8.42% on September 30, 2023. The average interest rate excludes the impact of the Company’s interest swap agreements. See Note 10. The fair value of the borrowings is based on the quoted market price of the borrowings on September 30, 2023, which represents Level 1 observable inputs.

In addition, the Company has approximately $83,000 in uncommitted short-term bank credit lines ("Credit Lines") and overdraft facilities. The Credit Lines are accessed locally and are available primarily within the U.S., Europe and Asia. The Credit Lines are subject to the applicable borrowing rates within each respective country and vary between jurisdictions (i.e. LIBOR, Euribor, etc.). The Company had no borrowings under the Credit Lines at September 30, 2023 or December 31, 2022. The Company had borrowed $29 and $8 under the overdraft facilities at September 30, 2023 and December 31, 2022, respectively. Repayments under the Credit Lines are due within one month after being borrowed. Repayments of the overdrafts are generally due within two days after being borrowed. The carrying amounts of the Credit Lines and overdrafts approximate fair value due to the short maturities of these financial instruments.

In October 2014, the Company entered into a Note Purchase Agreement (“Note Purchase Agreement”), among the Company and New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account, as purchasers, for the issuance of $100,000 aggregate principal amount of the 3.97% Senior Notes due October 17, 2024 (the “Notes”). The Notes were senior unsecured obligations of the Company and paid interest semi-annually on April 17 and October 17 of each year at an annual rate of 3.97%. Subject to certain conditions, the Company could, at its option, prepay all or any part of the Notes in an amount equal to 100% of the principal amount so prepaid, plus any accrued and unpaid interest to the date of prepayment, plus the Make-Whole Amount, as defined in the Note Purchase Agreement, with respect to such principal amount being prepaid. The Notes, together with accrued and unpaid interest thereon, were repaid on August 31, 2023 in connection with the Transaction. There was no

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Make-Whole Amount. The fair value of the Notes at December 31, 2022 was determined using the U.S. Treasury yield and a long-term credit spread for similar types of borrowings, which represented Level 2 observable inputs.

The Company also has several finance leases under which $12,243 and $4,404 was outstanding at September 30, 2023 and December 31, 2022, respectively. The fair value of the finance leases is based on observable Level 2 inputs. These instruments were valued using discounted cash flows based upon the Company's estimated interest costs for similar types of borrowings.

10. Derivatives

The Company has manufacturing, service and sales facilities around the world and thus makes investments and conducts business transactions denominated in various currencies. The Company is also exposed to fluctuations in interest rates and commodity price changes. These financial exposures are monitored and managed by the Company as an integral part of its risk management program.

Derivative financial instruments have been used by the Company to hedge its exposure to fluctuations in interest rates. On April 28, 2017, the Company entered into an interest rate swap agreement (the "2017 Swap") with one bank which converted the interest on $100,000 of the Company's one-month LIBOR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 1.92% plus the borrowing spread. The 2017 Swap expired on January 31, 2022. On March 24, 2021, the Company entered into a new interest rate swap agreement (the "2021 Swap") with this same bank that commenced on January 31, 2022 and that converted the interest on $100,000 of the Company's one-month LIBOR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 1.17% plus the borrowing spread. Effective, April 30, 2022, the Company amended the 2021 Swap (the "Amended 2021 Swap"), such that the one-month SOFR-based borrowing rate replaced the one-month LIBOR-based borrowing rate. The Amended 2021 Swap, which will expire on January 30, 2026, converts the interest on $100,000 of the Company's one-month SOFR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 1.075% plus the borrowing spread. The execution of the Amended 2021 Swap did not have a material impact on our business, financial condition, results of operations or cash flow. On July 19, 2023, the Company entered into an interest rate swap agreement (the "Euribor Swap") with one bank that commenced on July 31, 2023, which converts the interest on €150,000 of the Company's Euribor-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 3.257% plus the borrowing spread. Under the Euribor Swap, €50,000 will expire on July 31, 2026, with the remaining balance of €100,000 expiring on July 31, 2028. On September 12, 2023, the Company entered into six additional interest rate swap agreement (the "2023 Swaps") with six different banks that commenced on September 29, 2023, which convert the interest on $600,000 of the Company's one-month SOFR-based borrowings from a variable rate plus the borrowing spread to a blended fixed rate of 4.321% plus the borrowing spread. Under the 2023 Swaps, $50,000 will expire on August 31, 2026, $100,000 will expire on August 31, 2027, $200,000 will expire on August 31, 2028, $50,000 will expire on August 31, 2029 and the remaining balance of $200,000 will expire on August 31, 2030. The execution of the interest rate swap agreements in 2023 did not have a material impact on our business, financial condition, results of operations or cash flow. These interest rate swap agreements (the "Swaps") are accounted for as cash flow hedges.

The Company also uses derivative financial instruments to hedge its exposures to fluctuations in foreign currency exchange rates. The Company has various contracts outstanding which primarily hedge recognized assets or liabilities and anticipated transactions in various currencies including the Euro, British pound sterling, U.S. dollar, Canadian dollar, Japanese yen, Singapore dollar, Korean won, Swedish kroner, Chinese renminbi, Mexican peso, Hong Kong dollar and Swiss franc. Certain foreign currency derivative instruments are treated as cash flow hedges of forecasted transactions. All foreign exchange contracts are due within two years.

The Company does not use derivatives for speculative or trading purposes or to manage commodity exposures.

The Company records the derivatives at fair value on the Condensed Consolidated Balance Sheets within Prepaid Expenses and Other Current Assets, Other Assets, Accrued Liabilities or Other Liabilities depending on their fair value and remaining contractual period. Changes in the fair market value of derivatives accounted for as cash flow hedges are recorded to accumulated other comprehensive income (loss) and reclassified to earnings in a manner that matches the earnings impact of the hedged transaction. Reclassifications to earnings for the Swaps are recorded through interest expense and reclassifications to earnings for foreign exchange contracts are recorded through net sales. Changes in the fair market value of the foreign exchange contracts that are not designated hedging instruments are recorded directly to earnings through Other expense (income), net.

The fair values of the Amended 2021 Swap were $8,282 and $8,535 as of September 30, 2023 and December 31, 2022, respectively, the fair values of the Euribor Swap were $183 and $0 as of September 30, 2023 and December 31, 2022, respectively, and the fair values of the 2023 Swaps were $1,159 and $0 as of September 30, 2023 and December 31, 2022, respectively, and were recorded in Other Assets in the Condensed Consolidated Balance Sheets for the periods. The fair values

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of the Company's other derivatives were not material to the Company's Condensed Consolidated Balance Sheets as of September 30, 2023 or December 31, 2022. See Note 11. The activity related to the derivatives that have been designated hedging instruments was not material to the Company's Condensed Consolidated Financial Statements for the periods ended September 30, 2023 or 2022. The Company recognized losses of $2,517 and $8,094 related to the foreign exchange contracts that are not accounted for as hedging instruments within other expense (income), net, in the Condensed Consolidated Statements of (Loss) Income for the three-month periods ended September 30, 2023 and 2022, respectively. The Company recognized losses of $5,466 and $18,671 related to the foreign exchange contracts that are not accounted for as hedging instruments within Other Expense (income), net, in the Consolidated Statements of (Loss) Income for the nine month periods ended September 30, 2023 and 2022, respectively. Such losses were substantially offset by net gains recorded on the underlying hedged asset or liability (the "underlying"). Offsetting net gains on the underlying are also recorded within Other expense (income), net.

The Company's policy for classifying cash flows from derivatives is to report the cash flows consistent with the underlying hedged item. Other financing cash flows during the nine month periods ended September 30, 2023 and 2022, as presented on the Condensed Consolidated Statements of Cash Flows, include $6,346 and $17,271, respectively, of net cash payments related to the settlement of foreign currency hedges related to intercompany financing.

11. Fair Value Measurements

The provisions of the accounting standard for fair value define fair value 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. This standard classifies the inputs used to measure fair value 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 following table provides the assets and liabilities reported at fair value and measured on a recurring basis as of September 30, 2023 and December 31, 2022:

			Fair Value Measurements Using
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2023
Asset derivatives	$	10,712	$	—	$	10,712	$	—
Liability derivatives	(1,052)		—		(1,052)		—
Bank acceptances	10,615		—		10,615		—
Rabbi trust assets	1,791		1,791		—		—
Total	$	22,066	$	1,791	$	20,275	$	—
December 31, 2022
Asset derivatives	$	8,856	$	—	$	8,856	$	—
Liability derivatives	(1,023)		—		(1,023)		—
Bank acceptances	13,260		—		13,260		—
Rabbi trust assets	2,104		2,104		—		—
Total	$	23,197	$	2,104	$	21,093	$	—

The derivative contracts are valued using observable current market information as of the reporting date such as the prevailing SOFR-based interest rates and foreign currency spot and forward rates. Bank acceptances represent financial instruments accepted from certain China-based customers in lieu of cash paid on receivables, have maturities of one year or less and are

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guaranteed by banks. The carrying amounts of the bank acceptances, which are included within prepaid expenses and other current assets, approximate fair value due to their short maturities. The fair values of rabbi trust assets are based on quoted market prices from various financial exchanges.

12. Pension and Other Postretirement Benefits

Pension and other postretirement benefits (income) cost consisted of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
Pensions	2023		2022		2023		2022
Service cost	$	622	$	1,462	$	1,972	$	4,345
Interest cost	4,796		3,643		14,492		10,511
Expected return on plan assets	(7,453)		(7,264)		(22,436)		(21,801)
Amortization of prior service cost	88		97		258		304
Amortization of actuarial losses	402		3,098		1,240		9,755
Curtailment loss (gain)	—		1,158		(668)		1,158
Settlement gain	—		—		(731)		—
Special termination benefits	—		259		—		395
Net periodic benefit (income) cost	$	(1,545)	$	2,453	$	(5,873)	$	4,667

	Three Months Ended September 30,				Nine Months Ended September 30,
Other Postretirement Benefits	2023		2022		2023		2022
Service cost	$	10	$	19	$	29	$	58
Interest cost	282		197		842		606
Amortization of prior service cost	3		9		8		27
Amortization of actuarial gains	(37)		(1)		(110)		(2)
Net periodic benefit cost	$	258	$	224	$	769	$	689

The service cost component of net periodic benefit cost is included within Cost of sales and Selling and administrative expenses. The components of net periodic benefit (income) cost other than the service cost component are included in Other expense (income), net on the Condensed Consolidated Statements of (Loss) Income. See Note 14.

In July 2022, the Company authorized restructuring actions, which resulted in pension curtailment and settlement gains of $668 and $476, respectively, during the nine months ended September 30, 2023. See Note 17.

In February 2023, the Company elected to freeze the benefits associated with one of its U.S-based defined benefit pension plans. The action was approved in February and future benefits are scheduled to cease effective December 31, 2023. Pursuant to the applicable accounting guidance, the Company performed an interim remeasurement of its pension plan assets and obligations and recognized a curtailment gain as of January 31, 2023, represented by a $11,324 of non-cash after-tax increase in stockholders equity (through other non-owner changes to equity). This increase in stockholders equity resulted from favorable variances between expected and actual returns on pension plan assets and the net incremental change in the benefit obligation as a result of the elimination of future benefit accruals, partially offset by the impacts of changes in actuarial assumptions, primarily a decrease in discount rates.

13. Income Taxes

The Company's effective tax rate for the first nine months of 2023 was 67.6% compared with 111.0% in the first nine months of 2022 and 64.7% for the full year 2022. The increase in the effective tax rate in the first nine months of 2023 as compared with the rate for the full year 2022 is primarily due to the recording of a valuation allowance on disallowed interest expense under Section 163(j) and an increase in GILTI tax, both significantly impacted by the MB Aerospace acquisition. The increase is also due to a decrease in earnings in 2023 related to MB Aerospace acquisition costs of which a portion are capitalized for tax purposes. The increase is offset by the absence of a goodwill impairment charge of $68,194, which was not tax deductible for book purposes.

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The Aerospace and Industrial segments have a number of multi-year tax holidays in China, Malaysia and Singapore. The China holiday was granted in 2021 and provides for a corporate income tax of 15% for the approved businesses. The China holiday runs for a three-year period ending December 31, 2023. It is anticipated that the Company will re-apply for the China holiday in 2024. The Aerospace segment was granted an income tax holiday for operations recently established in Malaysia. The Malaysia holiday commenced effective November 2020 (retroactively) and remains effective for a period of ten years. The Aerospace business was granted additional tax holidays in Singapore under the Pioneer program in the fourth quarter of 2022. The Singapore holiday provides reduced tax rates for certain Aerospace programs manufactured at the Singapore location and will run through December 2025. All of the holidays are subject to the Company meeting certain commitments in the respective jurisdictions.

In October 2021, the Organization for Economic Co-operation and Development ("OECD") introduced an inclusive framework to address tax challenges arising from the digitalization of the economy through a two-pillar solution. One of the components of the solution is the implementation of a global minimum corporate tax rate of 15% for large multinational corporations (“Pillar Two”). The OECD continues to release additional guidance on the two-pillar solution with implementation to begin in 2024 while reporting of the tax applicable will not occur until 2026.

On August 31, 2023, the Company completed its acquisition of MB Aerospace by acquiring all of the issued and outstanding shares of capital stock of MB Aerospace Holdings Inc., a Delaware corporation, in a taxable stock transaction. For accounting purposes, the assets and liabilities of MB Aerospace have been stepped up to fair market value which require the recording of deferred taxes on the associated step up. The Company has also determined that it is unlikely to recognize a tax benefit associated with MB Aerospace disallowed interest, net operating loss and credit carryforwards. As a result, the Company has booked a valuation allowance associated with these carryforwards. Additionally, the Company evaluated the impact of the MB Aerospace acquisition on the deferred tax assets of the Company. The Company determined that it was unlikely to be able to utilize legacy disallowed interest carryforwards and has recorded a corresponding valuation allowance. The Company will continue to evaluate associated Pillar Two impacts, and how they will be applied within the combined group of companies.

In August 2022, the U.S. government enacted tax legislation commonly referred to as the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA will impose a 1% excise tax on the fair market value of certain stock repurchased by a public traded company after December 31, 2022 and restored and modified certain tax-related energy incentives. The Company does not anticipate a material impact on our business, financial condition, results of operations or cash flow as a result of this change.

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14. Changes in Accumulated Other Comprehensive Income (Loss) by Component

The following tables set forth the changes in accumulated other comprehensive income (loss), net of tax, by component for the nine month periods ended September 30, 2023 and 2022:

	Gains and Losses on Cash Flow Hedges		Pension and Other Postretirement Benefit Items		Foreign Currency Items		Total
December 31, 2022	$	5,941	$	(108,640)	$	(117,801)	$	(220,500)
Other comprehensive income (loss) before reclassifications	2,456		10,717		(10,146)		3,027
Amounts reclassified from accumulated other comprehensive income to the Condensed Consolidated Statements of (Loss) Income	(1,793)		93		—		(1,700)
Net current-period other comprehensive income (loss)	663		10,810		(10,146)		1,327
September 30, 2023	$	6,604	$	(97,830)	$	(127,947)	$	(219,173)

	Gains and Losses on Cash Flow Hedges		Pension and Other Postretirement Benefit Items		Foreign Currency Items		Total
December 31, 2021	$	160	$	(112,307)	$	(39,691)	$	(151,838)
Other comprehensive income (loss) before reclassifications	5,765		(5,945)		(145,238)		(145,418)
Amounts reclassified from accumulated other comprehensive income to the Condensed Consolidated Statements of (Loss) Income	28		8,059		—		8,087
Net current-period other comprehensive income (loss)	5,793		2,114		(145,238)		(137,331)
September 30, 2022	$	5,953	$	(110,193)	$	(184,929)	$	(289,169)

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The following table sets forth the reclassifications out of accumulated other comprehensive loss by component for the three month periods ended September 30, 2023 and 2022:

Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)				Affected Line Item in the Condensed Consolidated Statements of (Loss) Income
	Three Months Ended September 30, 2023		Three Months Ended September 30, 2022
Cash flow hedges
Interest rate contracts	$	1,146	$	266	Interest expense
Foreign exchange contracts	(278)		(45)		Net sales
	868		221		Total before tax
	(213)		(53)		Tax expense
	655		168		Net of tax
Pension and other postretirement benefit items
Amortization of prior service costs	$	(91)	$	(106)	(A)
Amortization of actuarial losses	(365)		(3,097)		(A)
Curtailment gain	—		(450)		(A)
Settlement gain	—		—		(A)
	(456)		(3,653)		Total before tax
	116		859		Tax benefit
	(340)		(2,794)		Net of tax
Total reclassifications in the period	$	315	$	(2,626)

(A) These accumulated other comprehensive income (loss) components are included within the computation of net periodic Pension and Other Postretirement Benefits cost. See Note 12.

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The following table sets forth the reclassifications out of accumulated other comprehensive loss by component for the nine month periods ended September 30, 2023 and 2022:

Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)				Affected Line Item in the Consolidated Statements of (Loss) Income
	Nine Months Ended September 30, 2023		Nine Months Ended September 30, 2022
Cash flow hedges
Interest rate contracts	$	2,999	6		Interest expense
Foreign exchange contracts	(627)		(42)		Net sales
	2,372		(36)		Total before tax
	(579)		8		Tax benefit
	1,793		(28)		Net of tax
Pension and other postretirement benefit items
Amortization of prior service costs	$	(266)	$	(331)	(A)
Amortization of actuarial losses	(1,130)		(9,753)		(A)
Curtailment gain (loss)	241		(450)		(A)
Settlement gain	731		—		(A)
	(424)		(10,534)		Total before tax
	331		2,475		Tax benefit
	(93)		(8,059)		Net of tax
Total reclassifications in the period	$	1,700	$	(8,087)

(A) These accumulated other comprehensive income (loss) components are included within the computation of net periodic Pension and Other Postretirement Benefits cost. See Note 12.

15. Information on Business Segments

The Company is organized based upon the nature of its products and services and reports under two global business segments: Aerospace and Industrial. Segment information is consistent with how management reviews the businesses, makes investing and resource allocation decisions and assesses operating performance. The Company has not aggregated operating segments for purposes of identifying these two reportable segments.

Aerospace is a global manufacturer of complex fabricated and precision machined components and assemblies for turbine engines, nacelles and structures for both commercial and defense-related aircraft. The Aerospace Aftermarket business provides aircraft engine component MRO services, including services performed under our Component Repair Programs (“CRPs”), for many of the world’s major turbine engine manufacturers, commercial airlines and the defense market. The Aerospace Aftermarket activities also include the manufacture and delivery of aerospace aftermarket spare parts, including through revenue sharing programs (“RSPs”) under which the Company receives an exclusive right to supply designated aftermarket parts over the life of specific aircraft engine programs.

Industrial is a global provider of highly-engineered, high-quality precision components, products and systems for critical applications serving a diverse customer base in end-markets such as mobility, industrial equipment, automation, personal care, packaging, electronics, and medical devices. Focused on innovative custom solutions, Industrial participates in the design phase of components and assemblies whereby customers receive the benefits of application and systems engineering, new product development, testing and evaluation, and the manufacturing of final products. Products are sold primarily through its direct sales force and global distribution channels. Industrial's Molding Solutions business designs and manufactures customized hot runner systems, advanced mold cavity sensors and process control systems, and precision high cavitation mold assemblies - collectively, the enabling technologies for many complex injection molding applications. Effective January 1, 2023, the Company combined Industrial's Force & Motion Control business and Engineered Components business to form a single new strategic business called Motion Control Solutions business. The Motion Control Solutions business provides innovative cost effective force and motion control solutions for a wide range of metal forming and other industrial markets. The Motion Control Solutions business also manufactures and supplies precision mechanical products used in mobility and industrial applications,

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including mechanical springs, and high-precision punched and fine-blanked components. The Automation business designs and develops robotic grippers, advanced end-of-arm tooling systems, sensors and other automation components for intelligent robotic handling solutions and industrial automation applications.

The following tables set forth information about the Company's operations by its two reportable segments:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net sales
Aerospace(A)	$	156,090	$	110,787	$	395,362	$	320,650
Industrial	204,898		203,959		639,977		627,746
Intersegment sales	—		(2)		(10)		(1)
Total net sales	$	360,988	$	314,744	$	1,035,329	$	948,395
Operating profit (loss)
Aerospace(A)	$	3,622	$	21,227	$	38,953	$	58,162
Industrial(B)	6,368		8,809		20,330		(25,200)
Total operating profit	9,990		30,036		59,283		32,962
Interest expense	22,792		3,357		34,612		10,249
Other expense (income), net	(874)		2,423		(2,427)		3,650
(Loss) income before income taxes	$	(11,928)	$	24,256	$	27,098	$	19,063

(A) The results of MB Aerospace, from the acquisition on August 31, 2023, have been included within the Company's Consolidated Financial Statements in the Aerospace segment for the three and nine months ended September 30, 2023.

(B) Industrial operating losses in the nine-month period ended September 30, 2022 include a $68,194 goodwill impairment charge.

	September 30, 2023		December 31, 2022
Assets
Aerospace(A)	$	1,484,676	$	590,598
Industrial	1,638,970		1,680,415
Other (B)	153,688		142,717
Total assets	$	3,277,334	$	2,413,730

(A) The increase in assets within the Aerospace segment primarily reflects the acquisition of MB Aerospace.

(B) "Other" assets include corporate-controlled assets, the majority of which are cash and cash equivalents and deferred tax assets.

16. Commitments and Contingencies

Product Warranties

The Company provides product warranties in connection with the sale of certain products. From time to time, the Company is subject to customer claims with respect to product warranties. The Company accrues its estimated exposure for warranty claims at the time of sale based upon the length of the warranty period, historical experience and other related information known to the Company. Liabilities related to product warranties and extended warranties were not material as of September 30, 2023 and December 31, 2022.

In July 2021, a customer asserted breach of contract and contractual warranty claims regarding a part manufactured by the Company. The Company disputes the asserted claims and no litigation or other proceeding has been initiated. While it is currently not possible to determine the ultimate outcome of this matter, the Company intends to vigorously defend its position and believes that the ultimate resolution will not have a material adverse effect on the Company’s consolidated financial position or liquidity, but could be material to the consolidated results of operations of any one period.

Litigation

The Company is subject to litigation from time to time in the ordinary course of business and various other suits, proceedings

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and claims are pending involving the Company and its subsidiaries. The Company records a loss contingency liability when a loss is considered probable and the amount can be reasonably estimated. While it is not possible to determine the ultimate disposition of each of these proceedings and whether they will be resolved consistent with the Company's beliefs, the Company expects that the outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on financial condition or results of operations.

Supplier Finance Programs

The Company participates in a Supplier Finance Program (the "Program") under which it agrees to pay a third-party finance provider the stated amount of confirmed invoices from participating suppliers based on the original invoice due date. Suppliers, at their sole discretion, may elect to finance confirmed invoices prior to their scheduled due date at a discounted price with the Company's third-party finance provider. Outstanding obligations related to the Program were not material as of September 30, 2023 and December 31, 2022. These obligations were recorded within Accounts Payable on the Condensed Consolidated Balance Sheets. The Company does not have any assets nor any other forms of guarantees pledged as security to the third-party finance provider as part of the Program.

17. Business Reorganizations

In July 2022, Company management, commenced a systematic multi-phased initiative to significantly reduce costs and integrate the Company's operations, decreasing complexity and focusing on improved performance across Industrial. More specifically, at this time, the Company announced a restructuring program to further reduce costs within the Industrial segment and, more broadly, transform our businesses in response to macroeconomic disruptions. Additional actions were subsequently announced in October 2022, April 2023 (including Aerospace) and, most recently, during the current quarter, in September 2023. Management continues to adjust its cost structures to align with market conditions.

The Company authorized restructuring actions (“2022 Actions”) focused on the consolidation of two manufacturing sites and a number of branch offices and changes in infrastructure to eliminate certain roles across a number of locations in the Industrial segment businesses in July and October 2022. Resulting pre-tax charges of $17,986 were recorded in 2022. Of the aggregate, $11,880 related to employee termination costs, primarily employee severance and other termination benefits, which are expected to be paid in cash by the end of 2023 and which were recorded within Selling and administrative expenses. The remaining $6,106 primarily related to $3,186 of accelerated depreciation of assets and $1,417 of pension curtailment losses and special termination benefits which were recorded in Cost of sales and Other expense (income), net, respectively.

During the third quarter of 2023, additional pre-tax charges of $3,156, primarily related to site consolidation and transfer of work charges, were recorded within Cost of sales, $233 of expenses were recorded within Selling and administrative expenses in the accompanying Condensed Consolidated Statements of (Loss) Income.

During the first nine months of 2023, additional pre-tax charges of $9,120, including $3,185 of accelerated depreciation of assets, $6,073 primarily related to site consolidation and transfer of work charges, were recorded within Cost of sales, $1,006 primarily related to employee and other termination benefits, were recorded within Selling and administrative expenses, and $1,144 of pension curtailment and settlement gains recorded were included within Other income (expense), net, in the accompanying Condensed Consolidated Statements of (Loss) Income.

A corresponding liability of $2,879, per below, related to the employee termination costs remained and was included within accrued liabilities as of September 30, 2023. The Company expects to incur additional costs of approximately $1,000 in 2023 related to the 2022 Actions, primarily related to transfer of work charges, which is payable in cash. The 2022 Actions are expected to be predominately completed in 2023.

The following table sets forth the change in the liability for the employee termination benefits related to the 2022 Actions:

December 31, 2022	$	10,900
Employee severance and other termination benefits	(594)
Payments	(7,427)
September 30, 2023	$	2,879

In April 2023, the Company authorized additional restructuring actions (“April 2023 Actions”) focused on manufacturing footprint optimization, including the consolidation of manufacturing sites and optimization of production. These actions include the geographic transfer of certain programs within both the Industrial and Aerospace segments and changes in infrastructure to

28

drive improvements and efficiencies in business processes, including the elimination of certain roles across several locations. Resulting pre-tax charges of $9,519 were recorded in the second quarter of 2023. Of the aggregate, $9,163 related to employee termination costs, primarily employee severance and other termination benefits, which are expected to be paid in cash by the end of 2025 and which were recorded within Selling and administrative Expenses. The remaining $356 primarily related to accelerated rent expenses and consulting fees, which were recorded within Selling and administrative expenses, in the accompanying Condensed Consolidated Statements of (Loss) Income. Of the aggregate charges recorded, $9,294 was reflected within the results of the Industrial segment and $225 was reflected within the results of the Aerospace segment. During the third quarter of 2023, additional pre-tax charges of $624, primarily related to $682 of transfer of work charges, were recorded within Cost of sales and offset by $(58) of selling and administrative expenses, in the accompanying Condensed Consolidated Statements of (Loss) Income. Of the aggregate charges recorded, $603 was reflected within the results of the Industrial segment and $21 was reflected within the results of the Aerospace segment. A corresponding liability of $6,975, per below, related to the employee termination costs remained and was included within accrued liabilities as of September 30, 2023. The Company expects to incur additional costs of approximately $4,000 in 2023 related to the April 2023 Actions, including approximately $1,000 related to the Aerospace segment and $3,000 related to the Industrial segment, all of which is payable in cash. The Company also expects to incur additional costs beyond 2023 of approximately $12,000 related to the April 2023 Actions, which are primarily related to transfer of work charges. Of the aggregate, approximately $8,000 and $4,000 relate to the Aerospace and Industrial segments, respectively. The April 2023 Actions are expected to be completed throughout multiple periods, with completion in 2025.

The following table sets forth the change in the liability for the employee termination benefits related to the April 2023 Actions:

December 31, 2022	$	—
Employee severance and other termination benefits	8,938
Payments	(1,963)
September 30, 2023	$	6,975

In September 2023, the Company authorized additional restructuring actions (“September 2023 Actions”) including organizational realignment within a Barnes Industrial business and within Barnes Aerospace following the MB Aerospace acquisition. Resulting pre-tax charges of $8,622 were recorded in the third quarter of 2023 related to employee termination costs, primarily employee severance and other termination benefits, which are expected to be paid in cash by the end of 2025 and which were recorded within Selling and administrative expenses in the accompanying Condensed Consolidated Statements of (Loss) Income. Of the aggregate charges recorded, $5,801 was reflected within the results of the Industrial segment and $2,821 was reflected within the results of the Aerospace segment. A corresponding liability of $7,320, per below, related to the employee termination costs remained and was included within accrued liabilities as of September 30, 2023. The Company does not expect any additional costs related to the September 2023 Actions to be significant.

The following table sets forth the change in the liability for the employee termination benefits related to the September 2023 Actions:

December 31, 2022	$	—
Employee severance and other termination benefits	8,622
Payments	(1,302)
September 30, 2023	$	7,320

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

Please refer to the Overview in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The Annual Report on Form 10-K, along with the Company's other filings, can be found on the Securities and Exchange Commission's website, www.sec.gov, as well as on the Company's website: www.onebarnes.com.

Third Quarter Highlights

The Company reported net sales of $361.0 million in the third quarter of 2023, an increase of $46.2 million or 14.7% from the third quarter of 2022. Organic sales increased by $11.6 million, or 3.7%, including an increase of $18.8 million, or 17.0%, at Aerospace, and a decrease of $7.2 million, or 3.5%, at Industrial. The year-over-year increase at Aerospace was driven by volume increases within both the Aerospace Original Equipment Manufacturing ("OEM") and the Aerospace Aftermarket businesses, reflecting continued strength in aerospace end markets. The acquisition of MB Aerospace (as defined below) on August 31, 2023 provided incremental sales of $26.5 million within the Aerospace segment during the three months ended September 30, 2023. From an Industrial standpoint, the year-over-year decrease was driven primarily by volume decreases within the Motion Control Solutions and Molding Solutions businesses, partially offset by favorable pricing initiatives. The weakening of the U.S. dollar against foreign currencies increased net sales within the Industrial segment by approximately $8.1 million. Operating margins decreased from 9.5% in the 2022 period to 2.8% in the current period, largely a result of $8.0 million of short-term purchase accounting adjustments and $7.8 million of acquisition transaction costs related to the acquisition of MB Aerospace (see below), in addition to $13.2 million of restructuring and transformation related charges.

On August 31, 2023 (“Acquisition Date”), the Company completed its acquisition of MB Aerospace Holdings Inc., a Delaware corporation ("MB Aerospace"), along with such entity's subsidiaries (the "Transaction") by acquiring all of the issued and outstanding shares of capital stock of MB Aerospace. The Company acquired MB Aerospace for an aggregate purchase price of $728.6 million which was financed using cash on hand, borrowings under the Company's revolving credit facility and a term loan facility. See "Item 2 - Liquidity and Capital Resources" for additional information related to the financing of MB Aerospace. The purchase price includes preliminary adjustments under the terms of the MB Aerospace Sale and Purchase Agreement (the "Agreement"), including approximately $9.8 million related to cash acquired. In connection with the acquisition, the Company recorded $321.0 million of intangible assets and $318.3 million of goodwill. See Notes 3 and 8 to the Condensed Consolidated Financial Statements.

Impact of Macroeconomic Trends and Management Actions

Several macroeconomic trends continue to present challenges across our businesses during 2023, including inflationary pressures, primarily related to raw material costs. Management has taken several actions to mitigate the impacts of these costs. In addition to taking pricing actions to recover costs, the Company has remained focused on cost management and productivity initiatives to mitigate these impacts. Management also continues to focus on driving core business execution through revenue growth, margin expansion and new business development. More recently, management attention has been directed towards integrating our existing businesses and MB Aerospace, consolidating operations and facilities where appropriate, and rationalizing operational costs and investments; all with the goal of improving profitability and return on invested capital. During the third quarter of 2023, the national union representing the United Auto Workers opted to strike, potentially impacting managements sales channels within automotive end markets.

In July 2022, management commenced a systematic multi-phased initiative to significantly reduce costs and integrate the Company's operations, decreasing complexity and focusing on improved performance across Industrial. More specifically, at this time, the Company announced a restructuring program to further reduce costs within the Industrial segment and, more broadly, transform our businesses in response to macroeconomic disruptions. Additional actions were subsequently announced in October 2022, April 2023 and, most recently, during the current quarter, in September 2023. Management continues to adjust its cost structures to align with market conditions, with aggregate targeted annualized savings in excess of $50 million. See Note 17 the Condensed Consolidated Financial Statements for additional discussion. Effective January 1, 2023, the Company combined its Force & Motion Control and Engineered Components businesses to form a single new strategic business unit named Motion Control Solutions. The formation of Motion Control Solutions aligns with management's “Integrate, Consolidate & Rationalize” initiative as we continue to transform the Company. During the first quarter of 2023, management also took actions to reduce costs associated with one of its U.S-based defined benefit pension plans (see Note 12 of the Condensed Consolidated Financial Statements).

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RESULTS OF OPERATIONS

Net Sales

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions)	2023		2022		Change				2023		2022		Change
Aerospace	$	156.1	$	110.8	$	45.3	40.9	%	$	395.4	$	320.7	$	74.7	23.3	%
Industrial	204.9		204.0		0.9		0.5	%	640.0		627.7		12.2		1.9	%
Total	$	361.0	$	314.7	$	46.2	14.7	%	$	1,035.3	$	948.4	$	86.9	9.2	%

The Company reported net sales of $361.0 million in the third quarter of 2023, an increase of $46.2 million from the third quarter of 2022. Organic sales increased by $11.6 million, or 3.7%, including an increase of $18.8 million at Aerospace, partially offset by a decrease of $7.2 million at Industrial. The year-over-year increase at Aerospace was driven by volume increases within both the Aerospace OEM and the Aerospace Aftermarket businesses, reflecting the ongoing recovery in aerospace end markets. The acquisition of MB Aerospace in August 2023 provided incremental sales of $26.5 million within the Aerospace segment during the three months ended September 30, 2023, impacting both the OEM and Aftermarket businesses. From an Industrial standpoint, the year-over-year decrease was primarily driven by volume decreases within the Molding Solutions and Motion Control Solutions businesses, partially offset by favorable pricing actions. The weakening of the U.S. dollar against foreign currencies increased net sales within the Industrial segment by approximately $8.1 million.

The Company reported net sales of $1,035.3 million in the first nine months of 2023, an increase of $86.9 million, or 9.2%, from the first nine months of 2022. Organic sales in the first nine months of 2023 increased by $56.7 million, driven by an increase of $48.2 million at Aerospace and an increase of $8.5 million at Industrial. The increase at Aerospace was driven by sales growth across both businesses. The acquisition of MB Aerospace on August 31, 2023 provided incremental sales of $26.5 million within the Aerospace segment during the nine months ended September 30, 2023. From an Industrial standpoint, the year-over-year increase was driven by favorable pricing actions within each of the businesses. The weakening of the U.S. dollar against foreign currencies increased net sales within the Industrial segment by approximately $3.7 million.

Expenses and Operating Income

	Three Months Ended September 30,										Nine Months Ended September 30,
(in millions)	2023			2022			Change				2023			2022			Change
Cost of sales	$	253.5		$	208.6		$	44.8	21.5	%	$	704.4		$	628.6		$	75.8	12.1	%
% sales	70.2		%	66.3		%					68.0		%	66.3		%
Gross profit (1)	$	107.5		$	106.1		$	1.4	1.3	%	$	331.0		$	319.8		$	11.2	3.5	%
% sales	29.8		%	33.7		%					32.0		%	33.7		%
Selling and administrative expenses	$	97.5		$	76.1		$	21.4	28.2	%	$	271.7		$	218.6		$	53.0	24.3	%
% sales	27.0		%	24.2		%					26.2		%	23.1		%
Goodwill impairment charge	$	—		$	—		$	—	—	%	$	—		$	68.2		$	(68.2)	NM
% sales	—		%	—		%					—		%	7.2		%
Operating income	$	10.0		$	30.0		$	(20.0)	(66.7)	%	$	59.3		$	33.0		$	26.3	79.9	%
% sales	2.8		%	9.5		%					5.7		%	3.5		%

NM - Not Meaningful

(1) Sales less cost of sales    .

Cost of sales in the third quarter of 2023 increased 21.5% from the 2022 period and gross profit margin decreased from 33.7% in the 2022 period to 29.8% in the 2023 period. Within Industrial, gross profit and gross profit margin remained flat primarily as a result of the profit contribution of lower sales within each of the businesses, offset by pricing actions taken by the businesses. Gross profit remained flat and gross profit margin decreased within Aerospace during the third quarter of 2023. Within Aerospace, higher volumes within the OEM business, in particular, positively impacted gross profit. Unfavorable

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productivity, mix and $8.0 million of short-term purchase accounting adjustments related to the acquisition of MB Aerospace negatively impacted both gross profit and gross profit margin within the segment. As well, $3.7 million of pre-tax charges related to restructuring and transformation related actions (aggregate of $13.2 million, including selling and administrative costs) impacted gross profit across the segments. Pre-tax charges impacting gross profit related to restructuring and workforce reduction actions during the comparable three month period of 2022 were $1.8 million (aggregate of $9.0 million). Selling and administrative expenses in the third quarter of 2023 increased 28.2% from the 2022 period, whereas sales increased by 14.7% between the comparable 2023 and 2022 periods. As a percentage of sales, selling and administrative costs increased from 24.2% in the third quarter of 2022 to 27.0% in the 2023 period. The increase in selling and administrative costs as a percentage of sales was primarily driven by $7.8 million of acquisition transaction costs and $9.5 million (aggregate of $13.2 million) of restructuring and transformation related charges. Pre-tax charges impacting selling and administrative expenses related to restructuring and workforce reduction actions during the comparable three month period of 2022 were $7.2 million (aggregate of $9.0 million). Operating income in the third quarter of 2023 decreased by 66.7% to $10.0 million, compared with the third quarter of 2022, and operating income margin decreased from 9.5% to 2.8%, driven by the items noted above.

Cost of sales in the first nine months of 2023 increased 12.1% from the 2022 period, while gross profit margin decreased from 33.7% in the 2022 period to 32.0% in the 2023 period. Gross profit margins remained flat at Industrial and declined at Aerospace. Within Industrial, pricing actions taken by the business contributed to an increase in gross profit during the first nine months of 2023. Gross profit margin remained flat during the first nine months of 2023, however, as a result of unfavorable productivity, in part caused by inflationary pressure, combined with an unfavorable mix between businesses.

Within Aerospace, higher volumes within the OEM business, in particular, contributed to an increase in gross profit during the first nine months of 2023. Gross profit margin decreased during the first nine months of 2023 at Aerospace, however, given the unfavorable product mix within the OEM business and Aftermarket businesses and unfavorable productivity. The first nine months of 2023 includes $8.0 million of short-term purchase accounting adjustments related to the acquisition of MB Aerospace. As well, $10.0 million of pre-tax charges related to restructuring and transformation related actions (aggregate of $40.9 million, including selling and administrative costs) impacted gross profit across the segments. Pre-tax charges impacting gross profit related to restructuring and workforce reduction actions during the comparable nine month period were $2.6 million (aggregate of $9.8 million). Selling and administrative expenses in the first nine months of 2023 increased 24.3% from the 2022 period, whereas sales increased by 9.2% between the comparable 2022 and 2023 periods. As a percentage of sales, selling and administrative costs increased from 23.1% in the first nine months of 2022 to 26.2% in the 2023 period. The increase in selling and administrative costs as a percentage of sales was primarily driven by $11.4 million of acquisition transaction costs, $3.8 million of due diligence costs and $30.9 of restructuring and transformation related charges (aggregate of $40.9 million). Pre-tax charges impacting selling and administrative costs related to restructuring and workforce reduction actions during the comparable nine month period were $7.2 million (aggregate of $9.8 million). A goodwill impairment charge of $68.2 million related to the Automation reporting unit impacted operating results during the first nine months of 2022. Operating income in the first nine months of 2023 increased by 79.9% to $59.3 million, compared with first nine months of 2022. Operating income margin increased from 3.5% in the 2022 period to 5.7% in the 2023 period, primarily driven by the absence of the goodwill impairment charge and the additional items noted above. Excluding the goodwill impairment charge, operating profit and operating margin during the first nine months of 2022 were $101.2 million and 10.7%, respectively.

Interest expense

Interest expense increased by $19.4 million in the third quarter of 2023 and by $24.4 million in the first nine months of 2023 as compared with prior year periods, primarily a result of bridge financing fees of $9.5 million related to the MB Acquisition that were incurred during the quarter and nine month periods (see Note 9 to Consolidated Financial Statements). As well, interest expense increased as a result of higher average borrowings during the period and higher average interest rates during the respective periods.

Other expense (income), net

Other expense (income), net in the third quarter of 2023 was $(0.9) million compared to $2.4 million in the third quarter of 2022. This income was primarily driven by income in the other components of net periodic benefit costs of $1.9 million in the third quarter of 2023, compared with expense of $1.2 million in the other components of net periodic benefit costs related to pension and other postretirement benefits. Other expense (income), net in the first nine months of 2023 was $(2.4) million compared to $3.7 million in first nine months of 2022. This decrease in expense was also primarily driven by income in the other components of net periodic benefit costs of $7.1 million in the first nine months of 2023 compared with expense in the other components of net periodic benefit costs of $1.0 million in the first nine months of 2022. Other expense (income) also includes foreign currency losses of $2.9 million in the first nine months of 2023 compared to foreign currency gains of $0.4 million in the first nine months of 2022.

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Income Taxes

The Company's effective tax rate for the first nine months of 2023 was 67.6% compared with 111.0% in the first nine months of 2022 and 64.7% for the full year 2022. The increase in the effective tax rate in the first nine months of 2023 as compared with the rate for the full year 2022 is primarily due to the recording of a valuation allowance on disallowed interest expense under Section 163(j) and an increase in GILTI tax, both significantly impacted by the MB Aerospace acquisition. The increase is also due to a decrease in earnings in 2023 related to MB Aerospace acquisition costs of which a portion are capitalized for tax purposes. The increase is offset by the absence of a goodwill impairment charge of $68,194, which was not tax deductible for book purposes.

The Aerospace and Industrial segments have a number of multi-year tax holidays in China, Malaysia and Singapore. The China holiday was granted in 2021 and provides for a corporate income tax of 15% for the approved businesses. The China holiday runs for a three-year period ending December 31, 2023. It is anticipated that the company will re-apply for the China holiday in 2024. Aerospace was granted an income tax holiday for operations recently established in Malaysia. The Malaysia holiday commenced effective November 2020 (retroactively) and remains effective for a period of ten years. The Aerospace business was granted additional tax holidays in Singapore under the Pioneer program in the fourth quarter of 2022. The Singapore holiday provides reduced tax rates for certain Aerospace programs manufactured at the Singapore location and will run through December 2025. All of the holidays are subject to the Company meeting certain commitments in the respective jurisdictions.

In October 2021, the Organization for Economic Co-operation and Development ("OECD") introduced an inclusive framework to address tax challenges arising from the digitalization of the economy through a two-pillar solution. One of the components of the solution is the implementation of a global minimum corporate tax rate of 15% for large multinational corporations (“Pillar Two”). The OECD continues to release additional guidance on the two-pillar solution with implementation to begin in 2024 while reporting of the tax applicable will not occur until 2026. The Company is currently evaluating the potential impact of Pillar Two on our Consolidated Financial Statements and related disclosures.

On August 31, 2023, the Company completed its acquisition of MB Aerospace by acquiring all of the issued and outstanding shares of capital stock of MB Aerospace Holdings Inc., a Delaware corporation, in a taxable stock transaction. For accounting purposes, the assets and liabilities of MB Aerospace have been stepped up to fair market value which require the recording of deferred taxes on the associated step up. The Company has also determined that it is unlikely to recognize a tax benefit associated with MB Aerospace disallowed interest, net operating loss and credit carryforwards. As a result, the Company has booked a valuation allowance associated with these carryforwards. Additionally, the Company evaluated the impact of the MB Aerospace acquisition on the deferred tax assets of the Company. The Company determined that it was unlikely to be able to utilize legacy disallowed interest carryforwards and has recorded a corresponding valuation allowance.

In August 2022, the U.S. government enacted tax legislation commonly referred to as the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA will impose a 1% excise tax on the fair market value of certain stock repurchased by a public traded company after December 31, 2022 and restored and modified certain tax-related energy incentives. The Company does not anticipate a material impact on our business, financial condition, results of operations or cash flow as a result of this change.

(Loss) income and (Loss) income per Share

	Three Months Ended September 30,								Nine Months Ended September 30,
(in millions, except per share)	2023		2022		Change				2023		2022		Change
Net (loss) income	$	(21.7)	$	17.0	$	(38.7)	(228.0)	%	$	8.8	$	(2.1)	$	10.9	(520.3)	%
Net (loss) income per common share:
Basic	$	(0.43)	$	0.33	$	(0.76)	(230.3)	%	$	0.17	$	(0.04)	$	0.21	(525.0)	%
Diluted	(0.43)		0.33		(0.76)		(230.3)	%	0.17		(0.04)		0.21		(525.0)	%
Weighted average common shares outstanding:
Basic	51.1		50.9		0.1		0.3	%	51.0		51.0		0.1		0.1	%
Diluted	51.1		51.1		—		—	%	51.2		51.0		0.2		0.5	%

NM - Not Meaningful

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Basic and diluted net income per common share decreased from the three and nine months periods ended September 30, 2022 to net losses per common share for the three and nine months periods ended September 30, 2023 due to the changes from net income to net losses for the periods. Basic and diluted weighted average common shares outstanding were consistent for the periods and were only slightly impacted by the repurchase of 200,000 shares during the first nine months of 2022 as part of the Company's publicly announced Repurchase Program (as defined herein) as well as the issuance of additional shares for employee stock plans.

Financial Performance by Business Segment

Aerospace

	Three Months Ended September 30,										Nine Months Ended September 30,
(in millions)	2023			2022			Change				2023			2022			Change
Sales	$	156.1		$	110.8		$	45.3	40.9	%	$	395.4		$	320.7		$	74.7	23.3	%
Operating profit	3.6			21.2			(17.6)		(82.9)	%	39.0			58.2			(19.2)		(33.0)	%
Operating margin	2.3		%	19.2		%					9.9		%	18.1		%

The Aerospace segment reported sales of $156.1 million in the third quarter of 2023, an 40.9% increase from the third quarter of 2022. Organic sales increased 23.7% and 7.4% within the OEM and Aftermarket businesses, respectively, relative to the comparable 2022 period. The year-over-year increase in organic OEM sales was driven primarily by continued growth within narrow-body airframe production. Organic sales within the Aftermarket Maintenance Repair and Overhaul ("MRO") also improved during the third quarter of 2023 relative to the comparable period as airline traffic and aircraft utilization have continued to ramp. During the first nine months of 2023, the Aerospace segment reported sales of $395.4 million, a 23.3% increase from the first nine months of 2022, also driven by volume growth within each of the Aerospace businesses. The acquisition of MB Aerospace in August 2023 provided incremental sales of $26.5 million within the Aerospace segment during the three and nine months ended September 30, 2023. Sales within the segment are largely denominated in U.S. dollars and therefore were not significantly impacted by changes in foreign currency.

Operating profit at Aerospace in the third quarter of 2023 decreased 82.9% from the third quarter of 2022 to $3.6 million, largely a result of transaction costs related to the August 2023 acquisition of MB Aerospace. More specifically, operating results were impacted by $8.0 million of short-term purchase accounting adjustments (amortization of customer backlog and inventory step-up), $7.8 million of acquisition transaction costs and $2.2 million of increased amortization costs for other acquired long-term intangible assets and $3.9 million of restructuring and transformation related charges, all related to the acquisition of MB Aerospace. Unfavorable productivity also impacted operating results in the third quarter of 2023. The above items were partially offset by pricing, the profit contribution of higher organic sales volumes and MB Aerospace sales. Operating margin decreased from 19.2% in the 2022 period to 2.3% in the 2023 period, largely as a result of the Aerospace MB acquisition-related items. Operating profit in the first nine months of 2023 decreased 33.0% from the first nine months of 2022 to $39.0 million, driven by the items described above, including $8.0 million of short-term purchase accounting adjustments, $1.5 million of due diligence costs allocated to the segment, $11.4 million of acquisition transaction costs and $6.3 million of restructuring and transformation-related charges that were recorded in the first nine months of 2023. Operating margin decreased from 18.1% to 9.9% in the first nine months of 2023, primarily as a result of the acquisition related cost items noted above.

Outlook: Sales in the Aerospace OEM business are based on the general state of the aerospace market driven by the worldwide economy and are supported by its order backlog through participation in certain strategic commercial and defense-related engine and airframe programs. As noted earlier, the Company completed its acquisition of MB Aerospace during the third quarter of 2023. MB Aerospace represents a strategic fit for Barnes Aerospace, with highly complementary programs, global operations, technical capabilities, and product and service offerings. OEM sales grew in 2023 relative to the comparable 2022 period, as customer aircraft production schedules continue to ramp. The Company expects that the OEM business will see a continued strength in demand for its manufactured components as narrow body airframe production remains strong, whereas wide body airframe production, albeit improving, remains below pre-pandemic levels. Aerospace management continues to work with customers to evaluate engine and airframe build schedules, giving management the ability to react timely to such changes. Management is working closely with suppliers to align raw material schedules with production requirements. Management also remains focused on labor and supply chain constraints that continue to impact the business, on executing long-term agreements, and expanding our share of production on key programs. Backlog at OEM, including that of the acquired Aerospace MB business, was $1,250.4 million at September 30, 2023. This represents an increase of 66.7% since December 31, 2022, at which time backlog was $750.1 million. Approximately 50% of OEM backlog is expected to be recognized over the

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next 12 months. The Aerospace OEM business may also be impacted by changes in the content levels on certain platforms, changes in customer sourcing decisions, adjustments to customer inventory levels, labor and commodity availability (including the availability of commodities such as titanium sourced in Russia) and pricing, vendor sourcing capacity and the use of alternate materials. Additional impacts may include the redesign of parts, quantity of parts per engine, cost schedules agreed to under contract with the engine and airframe manufacturers, as well as the pursuit and duration of new programs. Fluctuations in fuel costs, interest rates, and potential changes in regulatory requirements could impact airlines' decisions on maintaining, deferring or canceling new aircraft purchases, in part based on the value associated with new fuel-efficient technologies and targets established by airlines to reduce greenhouse gas emissions.

The Aerospace Aftermarket business continues to demonstrate strong signs of recovery as airline traffic and aircraft utilization improve. Domestic and international passenger traffic have improved as significant health and travel restrictions have been lifted with continued growth forecasted throughout 2023. Freight-related air traffic remains solid. Sales in the Aerospace Aftermarket business may continue to be impacted by inventory management and changes in customer sourcing, deferred or limited maintenance activity during engine shop visits and the use of surplus (used) material during the engine repair and overhaul process. Management believes that its Aerospace Aftermarket business continues to be competitively positioned based on well-established long-term customer relationships, including maintenance and repair contracts in the MRO business and long-term Revenue Sharing Programs ("RSPs") and Component Repair Programs ("CRPs"). The MRO business may also be impacted by airlines electing to closely manage their aftermarket costs as engine performance and quality improves. Fluctuations in fuel costs, interest rates and potential changes in regulatory requirements and their corresponding impacts on airline profitability and behaviors within the aerospace industry could also impact levels and frequency of aircraft maintenance and overhaul activities, and airlines' decisions on maintaining, deferring or canceling new aircraft purchases, in part based on the economics associated with new fuel-efficient technologies.

Given the pressures on sales growth resulting from labor and supply chain constraints, the Company remains focused on proactive cost management and improved productivity to mitigate continued pressure on operating profit. In April 2023, the Company authorized the third phase of the Actions, with pre-tax charges expected to approximate $8 million within the Aerospace segment. In September 2023, the Company authorized additional restructuring actions related to the MB Aerospace acquisition. These actions include organizational realignments including elimination of certain roles. Industry capacity remains partially constrained by the availability of skilled labor, although improvements were continuing to be recognized during the first nine months of 2023. Aerospace will continue to explore opportunities for additional productivity, including working closely with vendors and customers as it relates to the timing of deliveries and pricing initiatives. Management also remains focused on growth through strategic investments, acquisition and new product and process introductions. Driving productivity continues as a key initiative. Operating profit is expected to be affected by the impact of the changes in sales volume noted above, mix and pricing, particularly as they relate to the higher profit Aftermarket RSP spare parts business, and investments made in each of its businesses. Operating profits may also be impacted by potential changes in tariffs, trade agreements and trade policies that may affect the cost and/or availability of goods and labor constraints. Costs associated with new product and process introductions, the physical transfer of work to other global regions, additional productivity initiatives and restructuring activities to drive improved operating profit in the longer term, while potentially negatively impact operating profit in the short-term.

Industrial

	Three Months Ended September 30,										Nine Months Ended September 30,
(in millions)	2023			2022			Change				2023			2022			Change
Sales	$	204.9		$	204.0		$	0.9	0.5	%	$	640.0		$	627.7		$	12.2	1.9	%
Operating profit (loss)	6.4			8.8			(2.4)		(27.7)	%	20.3			(25.2)			45.5		NM
Operating margin	3.1		%	4.3		%					3.2		%	(4.0)		%

NM - Not Meaningful

Sales at Industrial were $204.9 million in the third quarter of 2023, a $0.9 million, or 0.5%, increase from the third quarter of 2022. Organic sales decreased by $7.2 million, or 3.5%, during the 2023 period, primarily driven by volume decreases within the Molding Solutions and Motion Control Solutions businesses, partially offset by favorable pricing actions. Foreign currency increased sales on a year-over-year basis by approximately $8.1 million as the U.S. dollar weakened against foreign currencies. During the first nine months of 2023, this segment reported sales of $640.0 million, a 1.9% increase from the first nine months of 2022. Organic sales increased by $8.5 million, or 1.4%, during the 2023 period, largely a result of favorable pricing initiatives. Foreign currency increased sales by approximately $3.7 million as the U.S. dollar weakened against foreign currencies.

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Operating profit at Industrial in the third quarter of 2023 decreased 27.7% from the third quarter of 2022 to $6.4 million. Operating results were impacted by $9.3 million of pre-tax charges related to restructuring and transformation related actions recorded by the segment in the third quarter of 2023, lower organic sales volumes, unfavorable mix and lower productivity. Pre-tax charges related to restructuring and workforce reduction actions during the comparable 2022 period was $9.4 million. Pricing and procurement actions taken by the Company in response to inflationary pressures and increased global sourcing costs provided a recovery of approximately $10.1 million during the third quarter of 2023. Operating margin decreased from 4.3% in the 2022 period to 3.1% in the 2023 period, primarily as a result of the items describe above. The operating profit in the first nine months of 2023 was $20.3 million, as compared with an operating loss of $25.2 million in the first nine months of 2022, driven by the absence of the $68.2 million goodwill impairment charge, partially offset by $34.7 million of pre-tax charges related to restructuring and transformation actions, $2.3 million of due diligence costs allocated to the segment and unfavorable productivity. Excluding the goodwill impairment charge, operating profit during the first nine months of 2022 was $43.0 million. Pre-tax charges related to restructuring and workforce reduction actions during the comparable nine month period were $9.8 million. Pricing and procurement actions taken by the Company in response to inflationary pressures and increased global sourcing costs provided a recovery of approximately $23.5 million during first nine months of 2023. Operating margin increased from (4.0)% in the 2022 period to 3.2% in the 2023 period, primarily a result of the items described above. Excluding the goodwill impairment charge, Industrial operating margin during the first nine months of 2022 was 6.8%.

Outlook: In Industrial, management remains focused on generating organic sales growth through expanded go-to-market strategies, which includes additional sales and marketing resources and the introduction of new products and services to comprehensively leverage the Company's full product portfolio with customers in our global industrial end-markets. Our end markets remain impacted by continuing economic headwinds that include inflationary pressures. Sales within Europe improved on a year-over-year basis and remained flat within North America, however sales within China declined on a year-over-year basis. Order rates declined on a year-over-year basis within China and North America, albeit improved on a year-over-year basis within Europe. Management continues to evaluate the current markets in China, given continued softness, and the potential impacts on our Motion Control Solutions businesses. For overall industrial end-markets, the manufacturing Purchasing Managers' Index ("PMI") remained below 50 in the United States and Europe, however, China ended the first nine months of 2023 above 50. Our customers and the markets we serve may impose emissions reduction or other environmental standards and requirements, including our conventional fuel-based automotive markets, thereby impacting sales volumes within our automotive end markets. During the current quarter, the national union representing the United Auto Workers opted to strike, potentially impacting managements sales channels within automotive end markets. Management also tracks closely the impact of pricing changes and lead times on raw materials and freight, given the continued ongoing pressure of supply chain constraints. Within our Molding Solutions business, orders within the global medical end market strengthened during the current quarter, and are expected to remain favorable over the longer term given an aging population and expanded medical applications. Orders within the personal care and packaging end markets improved on a year-over-year basis. Sales volumes at certain of our businesses is dependent upon the need for equipment used in plastic injection molding markets, which may be significantly influenced by the demand for plastic products, the capital investment needs of companies in the plastic injection molding and plastics processing industries, changes in technological advances and changes in laws or regulations such as those related to single-use plastics, product and packaging composition, and recycling. Automation orders softened both on a year-over-year basis and on a sequential basis during the current quarter. To the extent that the U.S. dollar fluctuates relative to other foreign currencies, our sales may be impacted relative to the prior year periods. The relative impact on operating profit is not expected to be as significant as the impact on sales as most of our businesses have expenses primarily denominated in local currencies, where their revenues reside, however operating margins may be impacted. Management is focused on sales growth through customer engagement, innovation and expanding geographic reach. Strategic investments in new technologies, manufacturing processes and product development are expected to provide benefits over the long term, and management continues to evaluate such opportunities.

The Company is focused on the proactive management of costs to increase competitiveness and to mitigate the ongoing impacts of the current macroeconomic environments, including the continuing risks of supply chain constraints and broad based inflation on operating profit. Management also remains focused on strategic investments and new product and process introductions, as well as driving productivity. The Company continues to manage its cost structure to align with the intake of orders and sales given remaining uncertainty within certain end-markets. In July 2022, management commenced a systematic multi-phased restructuring initiative (the "Actions") to significantly reduce costs and integrate the Company's operations, decreasing complexity and focusing on improved performance across Industrial. During the first phase of the Actions, authorized in July 2022, management focused on the consolidation of two manufacturing sites and a number of branch offices, and changes in infrastructure to eliminate certain roles across a number of locations in the Industrial segment businesses. The second phase of the Actions commenced during October 2022, resulting in the consolidation of operating locations to drive efficiencies within the businesses. Collectively, the first and second phase of the Actions are expected to reduce annualized

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costs by approximately $26.0 million within the Industrial segment, with an estimated cost of $29.0 million. The third phase of the Actions, authorized in April 2023, focused on manufacturing footprint optimization, including the consolidation of manufacturing sites and optimization of production. The third phase of the Actions include the geographic transfer of certain programs within the Industrial segment and changes in infrastructure to drive improvements and efficiencies in business processes. The pre-tax charges associated with the third phase of the Actions are expected to approximate $16.0 million within the segment. In September 2023, the Company authorized additional restructuring actions including organizational realignment within a Barnes Industrial business. These actions include organizational realignment including elimination of certain roles across several locations. Management will continue to explore opportunities for additional cost savings, while working closely with vendors and customers as it relates to the timing of deliveries and pricing initiatives. Operating profit may continue to be impacted by changes in sales volume, mix and pricing, inflation, labor costs, utility cost, and the levels of investments in growth and innovation that are made within each of the Industrial businesses. Operating profit may also be impacted by enactment of or changes in tariffs, trade agreements and trade policies that may affect the cost, lead times and/or availability of goods, including but not limited to, steel and aluminum. Costs associated with new product and process introductions, restructuring and other cost initiatives, and strategic investments may negatively impact operating profit.

LIQUIDITY AND CAPITAL RESOURCES

Management assesses the Company's liquidity in terms of its overall ability to generate cash to fund its operating and investing activities. Of particular importance in the management of liquidity are cash flows generated from operating activities, capital expenditure levels, dividends, capital stock transactions, effective utilization of surplus cash positions overseas and adequate lines of credit. The Company currently maintains sufficient liquidity and will continue to evaluate ways to enhance its liquidity position as it navigates through the macroeconomic trends discussed above.

The Company believes that its ability to generate cash from operations in excess of its internal operating needs is one of its financial strengths. Management continues to focus on cash flow and working capital management, and anticipates that operating activities in 2023 will generate sufficient cash to fund operations. See additional discussion regarding currently available debt facilities below. The Company continues to invest within its businesses, with its estimate of 2023 capital spending to approximate $50 million.

On June 5, 2023, the Company entered into the Agreement with MB Aerospace Group Holdings Limited, a Cayman Islands limited company. See Note 3. In connection with entry into the Agreement, on June 5, 2023, the Company entered into the Second Amendment (the “Second Amendment”) to Note Purchase Agreement and Amendment No. 2 ("Amendment No. 2") to Unsecured Credit Agreement to facilitate the Transaction, as well as a commitment letter with Bank of America, N.A. and BofA Securities, Inc. (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties agreed to provide, subject to the satisfaction of customary closing conditions contained therein, a $1,000.0 million backstop senior secured revolving credit facility and a $700.0 million senior secured 364-day bridge loan facility ("Bridge Loan Facility"). The Bridge Loan Facility was only intended to be drawn to the extent that the Company did not obtain alternative financing prior to the closing of the Transaction. The Company expensed fees of $9.5 million in conjunction with the Bridge Loan Facility and $1,000.0 million backstop senior secured revolving credit facility into interest expense on the Condensed Consolidated Statements of (Loss) Income in the three months ended September 30, 2023. On August 31, 2023 (the “Acquisition Date”), pursuant to the terms of the Agreement, the Company completed the Transaction for an aggregate purchase price of $728.6 million, subject to customary and specified closing adjustments, as set forth in the Agreement. Concurrently, the Company entered into a new Credit Agreement (the “Credit Agreement”) among the Company and certain of its subsidiaries, the issuing banks, lenders and other parties party thereto, and Bank of America, N.A., as administrative agent, as collateral agent and as swingline lender, which provides for senior secured financing of $1,650.0 million, consisting of a term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $650.0 million, with an original issue discount of $4.9 million, and a revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Facilities”) in an aggregate principal amount of up to $1,000.0 million, including a letter of credit sub-facility of up to $50.0 million. Proceeds of the loans borrowed under the Senior Facilities on the Acquisition Date, net of a 0.75% original issue discount on the Term Loan Facility, were used to fund, in part, the transactions contemplated by the Agreement, including the consummation of the Transaction, the repayment in full of the 3.97% Senior Notes, and to pay related fees and expenses. As of the Acquisition Date, the Revolving Credit Facility had outstanding borrowings in an aggregate principal amount of approximately $698.0 million. Proceeds of any loans under the Revolving Credit Facility borrowed after the Acquisition Date will be used for general corporate purposes. The Company paid fees and expenses of $3.1 million in conjunction with executing the Revolving Credit Facility with the previously recorded debt issuance costs. Such fees have been deferred within Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense on the Condensed Consolidated Statements of (Loss) Income through the maturity of the Credit Agreement. The Company incurred $8.3 million of debt issuance costs in conjunction with executing the Term Loan Facility. Such fees have been recorded as a direct deduction from the carrying amount of the Term Loan Facility and will be amortized into interest expense on the Condensed Consolidated Statements of (Loss) Income

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through the maturity of the Term Loan Facility. Cash used to pay these fees was recorded through financing activities on the Condensed Consolidated Statements of Cash Flows. On August 31, 2023, in connection with the Credit Agreement and the closing of the Transaction, the Bridge Loan Facility was terminated.

The Senior Facilities are guaranteed by each of the Company’s wholly owned domestic subsidiaries and are secured by substantially all assets of the Company and of each subsidiary guarantor, in each case subject to certain exceptions.

Borrowings under the Senior Facilities bear interest at a rate per annum equal to, at the Company’s option, either Term SOFR (subject to a 0.00% floor) or an alternate base rate ("ABR"), in each case plus an applicable margin of (i) in the case of borrowings under the Term Loan Facility, 3.00% for Term SOFR loans and 2.00% for ABR loans and (ii) in the case of borrowings under the Revolving Credit Facility, initially, 2.375% for Term SOFR loans and 1.375% for ABR loans. The applicable margin for borrowings under the Revolving Credit Facility varies depending on the Company’s total net leverage ratio. The Company is also required to pay a commitment fee initially equal to 0.35% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The commitment fee under the Revolving Credit Facility varies depending on the Company’s total net leverage ratio.

The Term Loan Facility matures on the seven-year anniversary of the Acquisition Date and amortizes in equal quarterly installments, starting with the first full fiscal quarter after the Acquisition Date, of 0.25% of the initial principal amount. The Revolving Credit Facility matures on the five-year anniversary of the Acquisition Date. In addition, the Company is required to prepay outstanding loans under the Term Loan Facility, subject to certain exceptions, with up to 50% of the Company’s annual excess cash flow (as defined under the Credit Agreement) in excess of the greater of $50.0 million and 15.0% of LTM Adjusted Consolidated EBITDA (as defined in the Credit Agreement) as of the applicable time, and with up to 100% of the net cash proceeds of certain recovery events and non-ordinary course asset sales (which percentages vary depending on the Company’s first lien secured net leverage ratio).

The Company may generally prepay outstanding loans under the Senior Facilities at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to Term SOFR loans. Prepayments of the Term Loan Facility in connection with certain “repricing events” resulting in a lower yield occurring at any time during the first six months after the Acquisition Date must be accompanied by a 1.00% prepayment premium.

The Revolving Credit Facility requires that the Company maintain a maximum Total Net Leverage Ratio, as defined in the Credit Agreement, initially of 5.50 to 1.00 as of the last day of each fiscal quarter for which financials have been (or were required to be) delivered, commencing with the first full fiscal quarter after the Acquisition Date, stepping down to 4.00 to 1.00 over time. The actual ratio, as defined, was 3.77 as of September 30, 2023. For material acquisitions in certain circumstances, such ratio may be increased by up to 0.50 to 1.00. The Revolving Credit Facility also requires that the Company not permit the Interest Coverage Ratio as of the last day of any test period to be less than 3.00 to 1.00. The actual ratio, as defined, was 3.36 as of September 30, 2023. At September 30, 2023, the Company was in compliance with all applicable covenants.

The Senior Facilities contain certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. The Senior Facilities also contain certain events of default, including relating to a change of control. If an event of default occurs, the lenders under the Senior Facilities will be entitled to take various actions, including the acceleration of amounts due under the Senior Facilities.

Management repurchased 0.2 million shares of the Company's common stock under the Repurchase Program at a cost of $6.7 million during the first nine months of 2022. The Company did not repurchase any shares of the Company's common stock during the first nine months of 2023. Management will continue to evaluate additional repurchases based on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. See "Part II - Item 2 - Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities".

Operating cash flow may be supplemented with external borrowings to meet near-term business expansion needs and the Company's current financial commitments. The Company has assessed its credit facilities in conjunction with the Credit Agreement and currently expects that its bank syndicate, comprised of 10 banks, will continue to support its Revolving Credit Facility, which matures in August 2028. At September 30, 2023, the Company had $337.1 million unused and available for borrowings under its $1,000.0 million Revolving Credit Facility. The Company intends to use borrowings under its Revolving Credit Facility to support the Company's ongoing growth initiatives. While the Company continues to evaluate potential

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acquisition targets, it is now more narrowly assessing acquisitions, primarily with Aerospace, as evidenced by the consummation of the Transaction on August 31, 2023. Management remains focused on driving core business execution and financial performance via the planned integration and consolidation actions described above. The Company believes its credit facilities and access to capital markets, coupled with cash generated from operations, are adequate for its anticipated future requirements. See additional discussion above related to the Transaction and the Credit Agreement. The Company maintains communication with its bank syndicate as it continues to monitor its cash requirements.

The Company had no borrowings under short-term bank credit lines at September 30, 2023.

In October 2014, the Company entered into a Note Purchase Agreement (“Note Purchase Agreement”), among the Company and New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account, as purchasers, for the issuance of $100,000 aggregate principal amount of the 3.97% Senior Notes due October 17, 2024 (the “Notes”). The Notes were senior unsecured obligations of the Company and paid interest semi-annually on April 17 and October 17 of each year at an annual rate of 3.97%. Subject to certain conditions, the Company could, at its option, prepay all or any part of the Notes in an amount equal to 100% of the principal amount so prepaid, plus any accrued and unpaid interest to the date of prepayment, plus the Make-Whole Amount, as defined in the Note Purchase Agreement, with respect to such principal amount being prepaid. The Notes, together with accrued and unpaid interest thereon, were repaid on August 31, 2023 in connection with the Transaction. There was no Make-Whole Amount.

The Company entered into an interest rate swap agreement (the "2017 Swap") with one bank, which converted the interest on $100.0 million of the Company's one-month LIBOR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 1.92% plus the borrowing spread. The 2017 Swap expired on January 31, 2022. On March 24, 2021, the Company entered into a new interest rate swap agreement (the "2021 Swap") with this same bank that commenced on January 31, 2022 and that converted the interest on $100.0 million of the Company's one-month LIBOR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 1.17% plus the borrowing spread. Effective April 30, 2022, the Company amended the 2021 Swap (the "Amended 2021 Swap") such that the one-month SOFR-based borrowing rate replaced the one-month LIBOR-based borrowing rate. The Amended 2021 Swap, which will expire on January 30, 2026, converts the interest on $100.0 million of the Company's one-month SOFR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 1.075% plus the borrowing spread. The execution of the Amended 2021 Swap did not have a material impact on our business, financial condition, results of operations or cash flow.

On July 19, 2023, the Company entered into an interest rate swap agreement (the "Euribor Swap") with one bank that commenced on July 31, 2023, which converts the interest on €150.0 million of the Company's Euribor-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 3.257% plus the borrowing spread. Under the 2023 Swap, €50.0 million will expire on July 31, 2026, with the remaining balance of €100.0 million expiring July 31, 2028. On September 12, 2023, the Company entered into six additional interest rate swap agreement (the "2023 Swaps") with six different banks that commenced on September 29, 2023, which convert the interest on $600.0 million of the Company's one-month SOFR-based borrowings from a variable rate plus the borrowing spread to a blended fixed rate of 4.321% plus the borrowing spread. Under the 2023 Swaps, $50.0 million will expire on August 31, 2026, $100.0 million will expire on August 31, 2027, $200.0 million will expire on August 31, 2028, $50.0 million will expire on August 31, 2029 and the remaining balance of $200.0 million will expire on August 31, 2030. The execution of the interest rate swap agreements in 2023 did not have a material impact on our business, financial condition, results of operations or cash flow. These interest rate swap agreements (the "Swaps") are accounted for as cash flow hedges. At September 30, 2023, the Company's total borrowings were comprised of 66% fixed rate debt and 34% variable rate debt. At December 31, 2022, the Company's total borrowings were comprised of 35% fixed rate debt and 65% variable rate debt.

At September 30, 2023, the Company held $90.0 million in cash and cash equivalents, the majority of which was held by foreign subsidiaries. These amounts have no material regulatory or contractual restrictions and, on a long-term basis, are expected to primarily fund international investments.

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Cash Flow

	Nine Months Ended September 30,
(in millions)	2023		2022		Change
Operating activities	$	71.0	$	43.5	$	27.5
Investing activities	(750.1)		(23.7)		(726.4)
Financing activities	692.4		(46.7)		739.1
Exchange rate effect	(2.2)		(9.5)		7.3
Increase (decrease) in cash, cash equivalents and restricted cash	$	11.1	$	(36.4)	$	47.4

Operating activities provided $71.0 million in the first nine months of 2023 and provided $43.5 million in the first nine months of 2022. The 2022 period included a use of cash for working capital of $47.8 million, with $40.4 million reflecting growth in inventories, compared to the 2023 period, which included a use of cash for working capital of $25.6 million, with $8.7 million reflecting continued growth in inventories. Inventory levels increased during the first nine months of 2023 and 2022 primarily as a result of strategic builds to support customer demands, combined with the impact of inflation. Operating cash flows in the 2022 period were also negatively impacted by higher outflows for accrued liabilities, primarily related to incentive compensation, relative to payments made in 2023.

Investing activities used $750.1 million in the first nine months of 2023 compared to $23.7 million in the first nine months of 2022. Investing activities in the 2023 period included outflows of $718.8 million used to fund the MB Aerospace Acquisition. Investing activities in the 2023 period also included capital expenditures of $37.4 million compared to $21.7 million in the 2022 period. See Note 3 to the Condensed Consolidated Financial Statements. The Company expects capital spending in 2023 to approximate $50 million.

Financing activities in the first nine months of 2023 included a net increase in borrowings of $737.6 million compared to a net increase in borrowings of $3.4 million in the comparable 2022 period. In the 2023 period, net borrowings were primarily used to fund the MB Aerospace acquisition. In addition, the Company paid $11.3 million of fees in connection with entering the new Credit Agreement in connection with the MB Aerospace acquisition. See Note 3 and Note 9 to the Consolidated Financial Statements. Proceeds from the issuance of common stock were $0.3 million in the 2023 period, flat compared to the 2022 period. Total cash used to pay dividends was $24.3 million in both the 2023 and 2022 periods. Other financing cash flows during the first nine months of 2023 and 2022 included $6.3 million and $17.3 million of net cash payments, respectively, resulting from the settlement of foreign currency hedges related to intercompany financing. Other financing cash flows in the first nine months of 2023 also included $2.4 million of payments that related to the residual interest in a subsidiary.

OTHER MATTERS

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting policies are disclosed in Note 1 of the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The most significant areas involving management judgments and estimates are described in Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. Actual results could differ from those estimates. There have been no material changes to such judgments and estimates.

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Critical Accounting Estimates

Goodwill and Indefinite-Lived Intangible Assets: Goodwill and indefinite-lived intangible assets are subject to impairment testing annually or earlier if an event or change in circumstances indicates that the fair value of a reporting unit has been reduced below its carrying value. Management completes their annual impairment assessments during the second quarter of each year as of April 1. The Company utilizes the option to first assess qualitative factors to determine whether it is necessary to perform the Step 1 quantitative goodwill impairment test in accordance with the applicable accounting standards. Under the qualitative assessment, management considers relevant events and circumstances including but not limited to macroeconomic conditions, industry and market considerations, overall reporting unit performance and events directly affecting a reporting unit. If the Company determines that the Step 1 quantitative impairment test is required, management estimates the fair value of the reporting unit using the income approach. Inherent in management’s development of cash flow projections are assumptions and estimates, including those related to future earnings and growth and the weighted average cost of capital. The Company compares the fair value of the reporting unit with the carrying value of the reporting unit. If the fair values were to fall below the carrying values, the Company would recognize a non-cash impairment charge to income from operations for the amount by which the carrying amount of any reporting unit exceeds the reporting unit’s fair value, assuming the loss recognized does not exceed the total amount of goodwill for the reporting unit. Based on our annual assessment in the second quarter of 2023, the estimated fair value of the Automation reporting unit, which represents the 2018 acquisition of Gimatic, exceeded its carrying value, while the estimated fair value of each of the remaining reporting units significantly exceeded their carrying values. During the prior year 2022 period, management recorded a non-cash goodwill impairment charge related to the Automation reporting unit as the estimated fair value of the reporting unit declined below its carrying value. There was no goodwill impairment at any reporting units in the 2023 period. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates can change in future periods as a result of both Company-specific and overall economic conditions. Management’s quantitative assessment includes a review of the potential impacts of current and projected market conditions from a market participant’s perspective on reporting units’ projected cash flows, growth rates and cost of capital to assess the likelihood of whether the fair value would be less than the carrying value. The Company also completed its annual impairment testing of its trade names, indefinite-lived intangible assets, in the second quarter of 2023 and determined that there were no impairments.

EBITDA

Earnings before interest expense, income taxes and depreciation and amortization ("EBITDA") was $140.9 million for the first nine months of 2023 compared to $166.5 million for the first nine months of 2022. EBITDA is a measurement not in accordance with generally accepted accounting principles (“GAAP”). The Company defines EBITDA as net income plus interest expense, income taxes, and depreciation and amortization which the Company incurs in the normal course of business. The Company does not intend EBITDA to represent cash flows from operations as defined by GAAP, and the reader should not consider it as an alternative to net income, net cash provided by operating activities or any other items calculated in accordance with GAAP, or as an indicator of the Company's operating performance. The Company's definition of EBITDA may not be comparable with EBITDA as defined by other companies. The Company believes EBITDA is commonly used by financial analysts and others in the industries in which the Company operates and, thus, provides useful information to investors. Accordingly, the calculation has limitations depending on its use.

Following is a reconciliation of EBITDA to the Company's net income (in millions):

	Nine Months Ended September 30,
	2023		2022
Net income (loss)	$	8.8	$	(2.1)
Add back:
Interest expense	34.6		10.2
Income taxes	18.3		21.2
Depreciation and amortization	79.2		69.0
Non-cash goodwill impairment charge	—		68.2
EBITDA	$	140.9	$	166.5

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FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. Forward-looking statements often address our expected future operating and financial performance and financial condition, and often contain words such as "anticipate," "believe," "expect," "plan," "estimate," "project," "continue," "will," "should," "may," and similar terms. These forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. These risks and uncertainties include, among others: the Company’s ability to manage economic, business and geopolitical conditions, including rising interest rates, global price inflation and shortages impacting the availability of materials; the duration and severity of unforeseen events such as an epidemic or a pandemic, including their impacts across our business on demand, supply chains, operations and liquidity; failure to successfully negotiate collective bargaining agreements or potential strikes, work stoppages or other similar events; changes in market demand for our products and services; rapid technological and market change; the ability to protect and avoid infringing upon intellectual property rights; challenges associated with the introduction or development of new products or transfer of work; higher risks in global operations and markets; the impact of intense competition; the physical and operational risks from natural disasters, severe weather events, and climate change which may limit accessibility to sufficient water resources, outbreaks of contagious diseases and other adverse public health developments; acts of war, terrorism and other international conflicts; the failure to achieve anticipated cost savings and benefits associated with workforce reductions and restructuring actions; currency fluctuations and foreign currency exposure; impacts from goodwill impairment and related charges; our dependence upon revenues and earnings from a small number of significant customers; a major loss of customers; inability to realize expected sales or profits from existing backlog due to a range of factors, including changes in customer sourcing decisions, material changes, production schedules and volumes of specific programs; the impact of government budget and funding decisions; our ability to successfully integrate and achieve anticipated synergies associated with recently announced and future acquisitions, including the acquisition of MB Aerospace; government-imposed sanctions, tariffs, trade agreements and trade policies; changes or uncertainties in laws, regulations, rates, policies or interpretations that impact the Company’s business operations or tax status, including those that address climate change, environmental, health and safety matters, and the materials processed by our products or their end markets; fluctuations in the pricing or availability of raw materials, freight, transportation, energy, utilities and other items required by our operations; labor shortages or other business interruptions at transportation centers, shipping ports, our suppliers’ facilities or our facilities; disruptions in information technology systems, including as a result of cybersecurity attacks or data security breaches; the ability to hire and retain senior management and qualified personnel; the continuing impact of prior acquisitions and divestitures, and any other future strategic actions, and our ability to achieve the financial and operational targets set in connection with any such actions; the ability to achieve social and environmental performance goals; the outcome of pending and future litigation and governmental proceedings; the impact of actual, potential or alleged defects or failures of our products or third-party products within which our products are integrated, including product liabilities, product recall costs and uninsured claims; future repurchases of common stock; future levels of indebtedness; the impact of shareholder activism; and other risks and uncertainties described in documents filed with or furnished to the Securities and Exchange Commission ("SEC") by the Company, including, among others, those in the Management's Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors sections of the Company's filings. The Company assumes no obligation to update its forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For discussion of the Company’s exposure to market risk, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes to such risk during the nine months ended September 30, 2023.

Item 4. Controls and Procedures

Management, including the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. We completed the acquisition of MB Aerospace on August 31, 2023. In accordance with applicable SEC guidance, the scope of our assessment of the effectiveness of disclosure controls and procedures does not include MB Aerospace as it was not practical to do so given the date of acquisition. MB Aerospace's total assets excluded from the scope of our assessment represent approximately 7% of the related consolidated assets as of September 30, 2023. MB Aerospace's total net sales excluded from the scope of our assessment represent approximately 3% and 7% of consolidated total net sales for the three and nine months ended September 30, 2023, respectively. Based upon, and as of the date of, that evaluation, the President and Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, and designed to provide reasonable assurance that the information required to be disclosed in the reports the Company

42

files and submits under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, is (i) recorded, processed, summarized and reported as and when required and (ii) is accumulated and communicated to the Company’s management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the Company's third quarter of 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to litigation from time to time in the ordinary course of business and various other suits, proceedings and claims are pending against us and our subsidiaries. While it is not possible to determine the ultimate disposition of each of these proceedings and whether they will be resolved consistent with our beliefs, we expect that the outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position, cash flows or results of operations.

Item 1A. Risk Factors

In addition to the Company’s risk factors as disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, our business, financial condition, results of operations and/or cash flows could be materially and adversely affected by any of the following risks:

RISKS RELATED TO THE ACQUISITION OF MB AEROSPACE

We are subject to risks relating to the acquisition of MB Aerospace. We expect to incur significant costs in connection with the integration, which may exceed those currently anticipated; and we have incurred significant additional indebtedness in connection with the acquisition, which will increase our interest expense and financial leverage. Any of the foregoing risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations or cash flows and negatively impact the value of our securities. Challenges arising from the expanded operations as a result of the acquisition of MB Aerospace may affect our future results. The acquisition of MB Aerospace greatly expanded the size and complexity of our aerospace business. Our future success depends, in part, on the ability to integrate MB Aerospace with our existing aerospace business, and to anticipate and overcome challenges arising from the expansion and integration of our operations, including challenges related to expanded global operations and new manufacturing processes and products or services, and the associated costs and complexity. There can be no assurance that we will be able to anticipate or overcome all of the challenges resulting from our expanding operations or that we will be able to successfully integrate the MB Aerospace business or realize the expected benefits of the acquisitions within the intended timeframe or at all, which may cause our future results to be adversely affected.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

(c) Issuer Purchases of Equity Securities

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid Per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs(2)
July 1-31, 2023	529		$	39.97	—	3,404,000
August 1-30, 2023	11,534		$	38.47	—	3,404,000
September 1-30, 2023	411		$	38.47	—	3,404,000
Total	12,474	(1)	$	38.54	—

(1)All acquisitions of equity securities during the third quarter of 2023 were the result of the operation of the terms of the Company's stockholder-approved equity compensation plans and the terms of the equity rights granted pursuant to those plans to pay for the related income tax upon issuance of shares. The purchase price of a share of stock used for tax withholding is the market price on the date of issuance.

(2)At March 31, 2019, 1.5 million shares of common stock had not been purchased under the publicly announced Repurchase Program (the “Program”). On April 25, 2019, the Board of Directors of the Company increased the number of shares authorized for repurchase under the Program by 3.5 million shares of common stock (5.0 million

44

authorized, in total). The Program permits open market purchases, purchases under a Rule 10b5-1 trading plan and privately negotiated transactions.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Refer to the Exhibit Index immediately following this page.

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EXHIBIT INDEX

Barnes Group Inc.

Quarterly Report on Form 10-Q

For the Quarter ended September 30, 2023

Exhibit No.	Description	Reference
10.1	Credit Agreement, dated as of August 31, 2023, among Barnes, Barnes Group Switzerland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Switzerland, Barnes Group Acquisition GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, Bank of America, N.A., as Administrative Agent, as Collateral Agent and as Swingline Lender, and each Issuing Bank and Lender party thereto from time to time.	Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on August 31, 2023.
10.2	Barnes Group Inc. Executive Separation Pay plan, as amended and restated effective August 1, 2023.	Filed with this report
10.3	Transition and Retirement Agreement, dated as of September 7, 2023, by and between Barnes Group Inc. and Marian Acker.	Filed with this report
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed with this report.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed with this report.
32	Certification pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished with this report.
Exhibit 101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	Filed with this report.
Exhibit 101.SCH	XBRL Taxonomy Extension Schema Document.	Filed with this report.
Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	Filed with this report.
Exhibit 101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	Filed with this report.
Exhibit 101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	Filed with this report.
Exhibit 101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	Filed with this report.
104	Cover Page Interactive Data File (formatted is Inline XBRL and contained in Exhibit 101).	Filed with this report.

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SIGNATURES

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

		Barnes Group Inc.
		(Registrant)
Date:	November 8, 2023	/s/ JULIE K. STREICH
		Julie K. Streich
		Senior Vice President, Finance
		Chief Financial Officer
		(Principal Financial Officer)
Date:	November 8, 2023	/s/ MARIAN ACKER
		Marian Acker
		Vice President, Controller
		(Principal Accounting Officer)

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EX-10.2

BARNES GROUP INC. EXECUTIVE SEPARATION PAY PLAN

As Amended and Restated Effective August 1, 2023

Preamble

The Barnes Group Inc. Executive Separation Pay Plan (the “Plan”) was amended and restated effective December 31, 2008 to respond to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and official guidance thereunder. Any provision of the Plan as so amended and restated to the contrary notwithstanding, if any provision of the Plan as so amended and restated would change the time or form of payment of any amount that is payable under the Plan as in effect before December 31, 2008, such provision shall “apply only to amounts that would not otherwise be payable in 2008” within the meaning of paragraph .02 of §3 of IRS Notice 2006-79 as modified by Section 3.01(B)(1) of IRS Notice 2007-86, and shall be administered, interpreted and construed accordingly. The Plan was further amended and restated effective March 7, 2019, and is now further amended and restated as provided herein.

1.Purpose. The purpose of the Plan is to provide appropriate benefits to eligible executives of Barnes Group Inc. (the “Company”) whose employment is terminated by the Company.

2.Covered Employees. Full-time salaried employees of the Company who are employed in the United States in salary grades 24 and above, and full-time salaried employees of the Company who are employed in the United States in salary grades 18 through 23 who have at least six months of service, are covered by the Plan. A person is considered to be a full-time employee if the person is regularly scheduled to work at least 30 hours per week. Employees who are part of the Company’s “BarnesWorx” program are not covered by the Plan and shall not be eligible for benefits under the Plan; provided, however, that if an employee who is part of the BarnesWorx program is subsequently reclassified as a regular, full-time employee, the employee will become covered by the Plan, with eligibility, payments and benefits calculated in accordance with Section 8.3.

3.Payment of Benefits. An employee covered under the Plan is entitled to receive benefits under the Plan if s/he has an “involuntary Separation from Service” within the meaning of Treasury

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Regulation section 1.409A-1(n)(1) and such involuntary Separation from Service is without Cause; provided, however, that no benefits will be paid under the Plan if:

(1)the termination action is determined by the Company to be based on misconduct of any type including, but not limited to, violation of any Company rules or policies, or activity which results in the conviction of a felony; or

(2)the termination is the result of the sale of the stock or substantially all of the assets of a business unit of the Company and the employee is offered employment by the purchaser, within 30 days after the closing of the sale, in a position that is at least comparable to, and for compensation and benefits that are, in the aggregate, at least substantially equivalent to, the employee’s position, compensation and benefits with the Company prior to the sale; or

(3)the employee is a party on December 31, 2008 to a severance agreement with the Company relating to Separation from Service after a “Change in Control” of the Company as defined in the agreement (a “Severance Agreement”), or is an executive officer of the Company hired after that date, and the Separation from Service is both (i) a Separation from Service within two years following a “Change in Control”, and (ii) either an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company other than for “Cause” or “Disability”, or a Separation from Service by the employee for “Good Reason”, as such terms in quotation marks are defined in the form of Severance Agreement as amended December 31, 2008; or

(4)the employee incurs a termination of employment in connection with a failure to return to work under the Company’s leave of absence policies (including disability leave, workers’ compensation leave or other approved leave of absence).

For the avoidance of doubt, the exclusion set forth in this clause (c) shall apply even if the Change in Control referred to in subclause (i) hereof does not occur during the term of the Severance Agreement, and even if no severance benefits are payable pursuant to the Severance Agreement in respect of the Separation from Service and, in the case of an executive officer hired after December 31, 2008, even if the employee is not party to a Severance Agreement.

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For purposes of this Plan, (A) a “Separation from Service” means a “separation from service with the employer” within the meaning of Treasury Regulation section 1.409A-1(h), where the “employer” means the Company and all corporations and trades or businesses with which the Company would be considered a single employer under Section 414(b) or Section 414(c) of the Code (as determined in accordance with the first sentence of Treasury Regulation section 1.409A-1(b)(3)); and (B) “Cause” means misconduct or activity described in (a) above, serious dereliction of duty, or grossly negligent or reckless conduct in connection with one’s employment. An employee who is entitled to receive benefits under the Plan in accordance with Section 2 and the foregoing provisions of this Section 3 is hereinafter sometimes referred to as a “terminated employee”.

4.Severance Pay.

4.1    A terminated employee who is entitled to receive benefits under this Plan is eligible to receive severance pay based on the following schedule:

(1)Grades 18-20: four months of base salary plus an additional two weeks of base salary for each year of service over five years up to a maximum total payment of six months of base salary.

(2)Grades 21-23: seven months of base salary.

(3)Grades 24 and above, except for the President and Chief Executive Officer: twelve months of base salary.

The minimum severance pay benefit payable under this Plan shall be one month’s base salary or the amount of accrued vacation, whichever is greater, and shall be paid within thirty days after the terminated employee’s Separation from Service. For purposes of the Plan, “base salary” means the employee’s base salary in effect immediately prior to the employee’s Separation from Service, and any severance payment shall be calculated on the basis of the employee’s salary grade immediately prior to the employee’s Separation from Service.

4.2    Subject to the other provisions of this Section 4 and Section 8.5 below, payment shall be made on the terminated employee’s regularly scheduled payroll payment dates as if no Separation from Service had occurred and he/she had continued as an employee, commencing with the next regularly scheduled payroll payment date after

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the date on which the terminated employee’s Separation from Service occurs, and continuing on each regularly scheduled payroll payment date thereafter until full payment has been made in accordance with Section 4.1 above, and will be subject to normal deductions for items such as income taxes, Social Security, and Medicare. For the avoidance of doubt, (a) ~regularly scheduled payroll payment dates” means the payroll payment dates per the payroll schedule applicable to the terminated employee immediately prior to the employee’s Separation from Service, and (b) subject to the other provisions of this Section 4 and Section 8.5 below, the amount payable on each such regularly scheduled payment date is the amount of base salary that would have been paid to the terminated employee on that date if no Separation from Service had occurred and the terminated employee had been an employee of the Company on that date, but in no event shall the aggregate payments exceed the severance pay benefit determined in accordance with Section 4.1 above, nor shall payments be made more than twelve calendar months after the calendar month in which an employee’s Separation from Service occurs.

4.3    In no event will more than the minimum severance pay benefit (including but not limited to benefits payable pursuant to Section 6 below) be paid or provided unless the terminated employee executes after Separation from Service a release of any claims against the Company in a form approved by the Company’s General Counsel, the executed release is delivered to the Company within 50 days after the Separation from Service or within such lesser period after the Separation from Service as the Company’s General Counsel may require, and the release becomes irrevocable within 60 days after the Separation from Service or within such lesser period after the Separation from Service as the Company’s General Counsel may require. Any severance pay benefits in excess of the minimum severance pay benefit (including but not limited to benefits payable pursuant to Section 6 below) that, in the absence of this Section 4.3, would be paid or provided pursuant to Section 4.2 above or Section 6 below before the release becomes irrevocable shall be paid or provided after the release becomes irrevocable and within 74 days after the Separation from Service.

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4.4    The Company may at any time provide in advance of any date after the employee’s Separation from Service occurs that any severance pay benefit payable to the terminated employee pursuant to Section 4.2 above or Section 6 below on or after that date will be forfeited unless on or before that date, (a) the terminated employee executes a second release of claims’ against the Company and delivers such second release to the Company, and (b) such second release of claims becomes irrevocable.

4.5    Severance pay for a terminated employee who was in any of salary grades 18 through 26 shall cease on the date that such terminated employee begins other employment, including but not limited to work for another party. The terminated employee shall promptly notify the Company in writing when he/she commences such employment.

4.6    Severance pay for a terminated employee who was in any of salary grades 27 and above shall not cease on the date that such terminated employee begins other employment, including but not limited to work for another party, but shall continue throughout the entire severance period.

5.Accrued Vacation. A terminated employee who executes a release of claims in a form approved by the Company’s General Counsel shall be paid for any unused vacation or paid time off that he/she has accrued in accordance with Company policy prior to the Separation from Service. Payment for such accrued unused vacation or paid time off shall be made in a lump sum, net of normal deductions for items such as income taxes, Social Security and Medicare, within thirty days after the employee’s Separation from Service.

6.    Other Benefits.

6.1    A person may continue participation in the Company's medical and dental plans, in accordance with the terms of the applicable plans, for the period during which he/she receives severance payments. In addition, a person may continue participation in the health care reimbursement account portion of his/her flexible benefits plan, in accordance with the terms of such plan, using pre-tax dollars from such severance payments, for the period during which he/she receives severance payments, but not later than the end of the calendar year in which Separation from

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Service occurs. If severance payments cease prior to the end of any month, coverage will continue until the end of the last month during which the person receives any severance payments. Subject to Section 4.3 and Section 4.4 above and to Section 8.5 below, if immediately prior to the Separation from Service the terminated employee was a participant in the Company’s Enhanced Life Insurance Program (“ELIP”) or Senior Executive Enhanced Life Insurance Program (“SEELIP”) who had not yet attained age fifty-five (55) and at least ten (10) years of service with the Company and/or an “Affiliate” (as defined in the ELIP and SEELIP), then until the end of the calendar quarter in which the last severance payment is made to the terminated employee pursuant to Section 4 hereof, such terminated employee shall receive the same benefits, if any, under the ELIP or SEELIP as in effect immediately prior to Separation from Service (whichever program, if any, applied to the terminated employee immediately prior to such employee’s Separation from Service), at the same times, that the terminated employee would have received if the ELIP and SEELIP as in effect immediately prior to Separation from Service had remained in effect and no Separation from Service had occurred and the terminated employee had continued to be actively employed and to receive his or her base salary until the last day of the calendar quarter in which the last severance payment is made to such terminated employee pursuant to Section 4 above; provided that, notwithstanding anything herein to the contrary, the Company may reduce the benefits payable pursuant to this sentence at any time, and, provided further, that in no event shall any benefits be paid or provided pursuant to this sentence after the calendar quarter in which the last severance payment is made to the terminated employee pursuant to Section 4 hereof. If prior to the Separation from Service the terminated employee was a participant in the ELIP or SEELIP who had attained age fifty-five (55) and at least ten (10) years of service with the Company and/or an “Affiliate” (as defined in the ELIP and SEELIP), then after the Separation from Service the terminated employee’s entitlement to any benefits under the ELIP or SEELIP shall be determined in accordance with the ELIP or SEELIP (whichever program, if any, applied to the terminated employee immediately prior to such employee’s

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Separation from Service). Notwithstanding anything to the contrary herein, the Company reserves the right to discontinue or change the terms (including but not limited to the carrier) of any employee benefit plan, including without limitation the ELIP and the SEELIP. After severance payments cease, medical and dental coverage and the health care reimbursement account may be continued under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), in accordance with applicable law and as provided in such plans.

No person will be eligible for benefits under the short-term disability and/or long-term disability plans if they become disabled while receiving severance payments. Except as provided above, all other coverages cease upon Separation from Service in accordance with the applicable plan documents, subject to any conversion or portability rights under such plans. Within the meaning of Treasury Regulation section 1.409A-3(i)(l)(iv), the amount of any expenses eligible for reimbursement, or in-kind benefits provided, pursuant to this Section 6.1 or otherwise during a terminated employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, pursuant to this Section 6.1 or otherwise in any other taxable year.

6.2    Except to facilitate benefit continuation as provided in Section 6.1 hereof, a person’s status as an employee shall cease upon the termination of employment date and not continue during the period in which severance payments are made absent an agreement with the Company to the contrary. Without limiting the foregoing, employment shall be terminated for purposes of the Retirement Savings Plan, any applicable pension or profit-sharing plan, stock option plans, and for all other purposes upon the termination of employment date.

6.3    The right of a terminated employee to any series of installment payments, including without limitation severance payments and taxable benefits, that are to be paid or provided under this Plan, which right is eligible to be treated as a right to a series of separate payments under Treasury Regulation section 1.409A-2(b)(2)(iii), including in particular but not limited to the right of a terminated employee to the series of severance payments under Section 4 and benefits (including without limitation ELIP and SEELIP benefits) under Section 6.1, shall be treated as a right

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to a series of separate payments for purposes of Section 409A of the Code, including without limitation for purposes of the short-term deferral rule set forth in Treasury Regulation section 1.409A- 1 (b)(4).

7.    Administration.

7.1    Benefits Committee. The Plan is administered by the Benefits Committee appointed by the Company’s Board of Directors (the “Committee”). The Committee may promulgate rules or regulations for the administration of the Plan. The Committee shall, in its sole discretion, interpret and construe the Plan’s terms and conditions, and determine an individual’s eligibility for benefits. Any interpretations, constructions or determinations made by the Committee in good faith shall be final and binding on all concerned.

7.2    Claims Procedure. If any person believes that he/she is not receiving any benefits to which he/she is entitled under the Plan, the person, after reviewing the matter with the human resource representative serving the person’s place of work, may file a written claim with the Director, Leadership and Development. Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, or such other person designated by the Benefits Committee, who shall respond to such claim in writing within 45 days after its receipt. If any claim is denied, the claimant may appeal such denial in writing to the Benefits Committee, c/o Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010. Any such appeal must be filed within 60 days after the denial of the claim. The Benefits Committee shall notify the claimant of its decision in writing within 60 days after receiving the appeal.

8.    Other Provisions.

8.1    This Plan may be amended or terminated at any time and in any respect by the vote of a majority of the members of the Benefits Committee or by the unanimous written consent of the members of the Benefits Committee, except that, with respect to Company Officers, only the Compensation and Management Development Committee of the Company’s Board of Directors shall have the power to terminate the Plan or make amendments affecting the level of benefits under the Plan. As

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used herein, “Officers” shall have the same meaning as in the Company’s bylaws, excluding individuals with the “Assistant” title.

8.2    The benefits to be provided under this Plan shall not be funded and shall be paid out of the general assets of the Company.

8.3    For purposes of determining:

(1)an employee’s eligibility under Section 2 of the Plan;

(2)the schedule of severance pay payments under Section 4 of the Plan; and

(3)the period of continuation of other benefits described in Section 6 of the Plan,

only service since the employee’s last date of hire with the Company shall be counted (provided, however, for any BarnesWorx employees who were subsequently reclassified as regular, full-time employees of the Company without any Separation from Service, the period of service as a BarnesWorx employee shall also be counted).

8.4    The Plan shall be construed, administered and enforced under the laws of the State of Connecticut except to the extent such laws are preempted by federal law.

8.5    Any provision of this Plan to the contrary notwithstanding, (a) no “distributions” (within the meaning of Treasury Regulation section 1.409A- 1(c)(3)(v)) of deferred compensation that is subject to Section 409A of the Code may be made pursuant to this Plan to a “specified employee” (within the meaning of Treasury Regulation section 1.409A-1(i))(“Specified Employee”) due to a Separation from Service before the date that is six months after the date of such Specified Employee’s Separation from Service (or, if earlier than the end of the six month period, the date of his or her death); and (b) any distribution that, but for the preceding clause (a), would be made before the date that is six months after the date of the Specified Employee’s Separation from Service shall be paid on the first day of the seventh month following the date of his or her Separation from Service (or, if earlier, within 14 days after the date of his or her death). For the avoidance of doubt, the preceding sentence shall apply to any amount or benefit (and only to any amount or benefit) to be paid or provided pursuant to this Plan to which Code Section 409A(a)(2)(B)(i) (relating to Specified Employees) applies, and shall not apply to any amount or

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benefit to be paid or provided pursuant to this Plan if and to the extent that such amount or benefit is not subject to Section 409A of the Code as a result of Treasury Regulation section 1.409A-1(a)(4) (relating to welfare benefits), Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (relating to separation pay plans), or otherwise.

8.6    If at any time during the 12-month period ending on any “specified employee identification date”, which shall be December 31, a person who participates in or has any legally binding right, contingent or otherwise, under this Plan (a “Plan Participant”), is in Salary Grade 20 or above or meets the requirements of Code section 416(i)(1)(A)(ii) or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Code Section 41 6(i)(5)), then the Plan Participant shall be treated as a Specified Employee for purposes of Section 8.5 above for the entire 12-month period beginning on the “specified employee effective date”, which shall be the January 1 that immediately follows such specified employee identification date, unless the Board of Directors of the Company (the “Board of Directors”) or its Compensation and Management Development Committee (the “CMDC”) at any time prescribes a different method of identifying service providers who will be subject to the six month delay required by Section 409A(a)(2)(B)(i) of the Code (the “Six Month Delay”) in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Identification Method”) or elects a different specified employee identification date or specified employee effective date or makes any other election that may be made in accordance with Treasury Regulation section 1.409A-1(i) or the transition rules and official guidance under Code Section 409A (a “Different Election”), in which case whether the Plan Participant shall be treated as a Specified Employee shall be determined in accordance with any such Different Identification Method so prescribed and any such Different Election so made by the Board of Directors or the CMDC, By participating or continuing to participate in this Plan or accepting any legally binding right or benefit under this Plan, each Plan Participant irrevocably (a) consents to any such Different Identification Method that the Board of Directors or

10

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CMDC may prescribe at any time and any such Different Election that the Board of Directors or CMDC may make at any time for purposes of identifying the service providers who will be subject to the Six Month Delay with respect to payments under this Plan, and (b) agrees that the Plan Participant’s consent to any such Different Identification Method or Different Election shall be as effective as if such Different Identification Method or Different Election were fully set forth herein, and (c) waives any right he or she may have to consent to the Different Identification Method or Different Election in question if for any reason the Plan Participant’s consent to such Different Identification Method or Different Election is not legally effective.

8.7    Any payments that may be made and benefits that may be provided pursuant to this Plan are intended to qualify for an exclusion from Section 409A of the Code (including without limitation the exclusion for certain welfare benefits under Treasury Regulation section 1.409A-1(a)(5), the exclusion for short-term deferrals under Treasury Regulation section 1.409A-1(b)(4), and the exclusions for separation pay plans under Treasury Regulation section 1.409A-1(b)(9)) and/or are intended to meet the requirements of Section 409A(a)(2), (3) and (4) of the Code, so that none of the payments that may be made and benefits that may be provided pursuant to this Plan will be includible in any Plan Participant’s federal gross income pursuant to Section 409A(a)(1)(A) of the Code. This Plan and any agreement or instrument issued under this Plan shall be administered, interpreted and construed to carry out such intentions and any provision of this Plan or any such agreement or instrument that cannot be so administered, interpreted and construed shall to that extent be disregarded. However, the Company does not represent, warrant or guarantee that any payments that may be made and benefits that may be provided pursuant to this Plan will not be ineludible in any Plan Participant’s federal gross income pursuant to Section 409A(a)(l)(A) of the Code; nor does the Company make any other representation, warranty or guaranty to any Plan Participant as to the tax consequences of this Plan or of participation in this Plan.

Effective:    May 1, 1992

11

4889-9297-6487 v.1

Revised:    April 5, 2000

June 29, 2006

August 29, 2006

December 30, 2007

December 31, 2007

December 31, 2008

September 17, 2010

December 15, 2011

March 7, 2019

August 1, 2023

12

4889-9297-6487 v.1

EX-10.3

September 7, 2023

Marian Acker

Dear Marian:

In your discussions with Julie Streich ("Barnes' CFO") and me, you have advised us of your intent to retire as an employee of Barnes Group Inc. (the "Company") effective April 30, 2024 (the "Retirement Date"), and have offered to assist the Company in its orderly and effective transition to a new Vice President, Corporate Accounting, including accepting reassignment to the role of "Senior Advisor" before the Retirement Date once the Vice President, Corporate Accounting has been appointed, and providing additional services as a consultant after the Retirement Date.

This letter agreement ("Agreement") confirms your intent to retire on the Retirement Date and the following arrangements relating to the transition and other matters:

1.Pre-Retirement Transition. You will continue to be employed in your role as Vice President, Controller through the Retirement Date; provided that, at the Company's request at any time before the Retirement Date, you will resign your role as Vice President, Controller and accept a new non-executive role as "Senior Advisor," as further described in (c) below. You will also resign from any other roles you hold with the Company or its affiliates, other than as Senior Advisor, as requested by the Company. For clarity:

(a)During the period of your employment before the Retirement Date, you will continue to receive your employment compensation and participate in employment benefits as in effect as of the date of this Agreement, subject to any changes that are subsequently implemented for all executive employees generally. For example, you will continue to accrue and may use vacation, and you will continue to participate in the Company's Management Incentive Compensation Plan ("MICP") for 2023 and for the pro-rata portion of 2024 through the Retirement Date, subject to the terms of the MICP. You will also continue to maintain your existing office at 123 Main Street until the Retirement Date, including as Senior Advisor.

(b)Your resignation as Vice President, Controller and appointment as Senior Advisor as described in this Section 1 is a voluntary employment reassignment and will not constitute an employment separation from or demotion by the Company for any purposes, including any compensation, benefit or severance plan.

(c)In your capacity as Senior Advisor, you will report to Barnes' CFO and work at her direction to facilitate an orderly and effective transition of the duties of Vice President, Controller to Barnes' CFO's designee, including (1) continuing to perform specified duties to ensure that matters are properly handled as the transition is occurring; (2) consulting, training and providing other assistance to Barnes' CFO's designee with respect to matters for

Marian Acker

September 7, 2023

Page 2

which you have had responsibility or may have particular knowledge; and (3) coordinating with Company employees and consultants as directed.

(d)You will remain an employee at will, notwithstanding this Agreement. For example, your employment remains subject to your full and faithful performance of your responsibilities as Vice President, Controller and, as applicable, Senior Advisor, in compliance with Company rules and policies, including the Company's Code of Business Ethics and Conduct.

2.Post-Retirement Consulting. The Company desires to engage your services after your retirement to support specified projects as requested from time to time by Barnes' CFO. Accordingly, the Company will engage you to provide consulting services as an independent consultant after the Retirement Date for the period from May 1, 2024, to October 31, 2024, for

$330,000, which amount will be payable in six equal monthly installments in arrears, pursuant to an agreement substantially in the form attached as Exhibit A. As a consultant, you will report to Barnes' CFO or her designee and provide services on an as requested basis, as will be more fully defined in the applicable consulting agreement.

3.Retirement. Your retirement is a voluntary separation, and nothing in this Agreement is intended to modify the circumstances of your retirement or the benefits you are entitled to receive on your retirement. For example, your participation in employment benefits, like medical and dental coverage, will cease as of the Retirement Date, subject to any COBRA or other post-separation rights provided by the terms of the applicable benefit plan, and, while you will not accrue further service under the MICP for 2024 after the Retirement Date, you will be entitled to receive a payout, if any, for the pro-rata portion of the MICP earned for 2024 through the Retirement Date pursuant to the MICP. You will continue to be subject to certain obligations to the Company following your retirement, including under existing confidentiality agreements and pursuant to the provisions of this Agreement. Additionally, nothing in this Agreement is intended to preclude your eligibility to receive any discretionary award related to Project Merion, if any such award is granted on or prior to your Retirement Date. Also, any such award would be granted at the sole discretion and subject to the approval of the Compensation Management Development Committee of the Company's Board of Directors.

4.Release. In consideration for the Company's promises contained in this Agreement, you will execute the release attached as Exhibit B (the "Release") on the Retirement Date, and not revoke the Release within the applicable statutory period. If you do not execute the Release, or subsequently revoke the Release, the Company may elect to terminate this Agreement and/or any related agreement (including the consulting services agreement described in Section 2) without recourse or further obligation to you. You are advised to consult with an attorney before signing this Agreement and the Release.

5.Non-Solicitation/Non-Interference. During the remainder of your employment and for eighteen (18) months following the Retirement Date, you will not, directly or indirectly

(a) hire or solicit or facilitate or arrange for the hiring or solicitation of any person who is an employee of the Company or any affiliate of the Company ("affiliate"), or encourage any such employee to leave such employment, or knowingly assist any business he/she has become associated with to do so; or (b) discourage, or attempt to discourage, any individual, person, firm, corporation or business entity from doing business with the Company or any of its affiliates.

Marian Acker

September 7, 2023

Page 3

6.Confidentiality. This Agreement and the Release are confidential, and you will not disclose to anyone other than your spouse, partner, lawyer, accountant, income tax preparer or financial planner (together, "permitted advisors") that you have entered into this Agreement and the Release except upon written approval of the Company's Senior Vice President, Human Resources or Senior Vice President, General Counsel (each, an "Authorized Officer") or by court order or otherwise as compelled by law. You and your permitted advisors will keep the facts and terms of this Agreement and the Release in strict confidence, unless and only to the extent you have been authorized in writing by an Authorized Officer to make such disclosure or as compelled by law or court order. You will not disclose this Agreement, including the Release, its contents or subject matter to any person other than to a permitted advisor, except pursuant to written authorization by an Authorized Officer or as compelled by law or court order. Notwithstanding the foregoing, this Agreement and the Release may be used as evidence in any subsequent proceeding alleging a breach of this Agreement and the Release. You will be responsible for any breach of this confidentiality provision, whether it be your breach or a breach by a permitted advisor. This confidentiality provision will cease to apply on the date that the Company is required to publicly disclose the terms of the Agreement, if applicable.

7.Non-Disparagement. You will make no written or oral statements that directly or indirectly disparage the Company or any affiliate in any manner whatsoever, including but not limited to the working conditions or employment practices of the Company. This covenant is in addition to, and not in lieu of, any other non-disparagement obligation that you have to the Company. You will not directly or indirectly contact the press or media, any federal, state, local or foreign governmental agency, the Company's employees, customers of the Company or any entity that has a business relationship with the Company, for the purpose of disparaging the good morale or business reputation or business practices of the Company or any of the Company's current or former officers, directors, managers, employees or agents. It will not be a violation of your obligations under this paragraph for you to make truthful statements, under oath, as required by law or formal legal process. Notwithstanding any provision of this Agreement to the contrary, you may provide any truthful and accurate information to, and cooperate with, any federal, state, local or foreign governmental agency or entity.

8.Post-Employment Cooperation. You will cooperate with the Company in connection with any investigation, administrative proceeding or litigation relating to any matter that occurred during your employment in which you were involved or of which you have knowledge. You further agree that, in the event you are subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony (in a deposition, court proceeding or otherwise) which in any way relates to your employment with the Company, you will give prompt written notice of such request to an Authorized Officer at Barnes Group Inc., 123 Main Street, Bristol, Connecticut, 06010, to allow the Company a reasonable opportunity to first contest the right of the requesting person or entity to such disclosure. Nothing in this Agreement will preclude you from responding truthfully to a valid subpoena.

9.Miscellaneous.

(a)You represent that you have had an opportunity to consult with an attorney and have carefully read and understand the scope and effect of the provisions of this Agreement. Accordingly, this Agreement will be deemed as prepared jointly by the parties and construed without regard to the party or parties responsible for its preparation. Any ambiguity will not be

Marian Acker

September 7, 2023

Page 4

interpreted or construed against either party. You also represent that you have not relied upon any representations or statements made by or on behalf of the Company, except for those that are specifically set forth in this Agreement.

(b)If any provision or any portion of any provision in this Agreement becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without such provision or portion of provision.

(c)This Agreement (including the Release and consulting services agreement described in Section 2) represents the entire agreement and understanding between you and the Company concerning preparations for your retirement through the Retirement Date, and supersedes and replaces any and all prior agreements and understandings with respect thereto. No waiver by any party of the breach of any provision of this Agreement will be deemed to constitute a waiver of any continuing or subsequent breach of such provision or any other provision hereof.

(d)This Agreement may only be amended in a writing signed by you and an Authorized Officer.

(e)This Agreement will be governed by the laws of the State of Connecticut, without regard for choice-of-law provisions. The Parties consent to personal and exclusive jurisdiction and venue in the State of Connecticut.

(f)In the event that either party institutes legal proceedings to enforce the terms of this Agreement, it is specifically understood and agreed that such a claim shall be submitted to final and binding arbitration in Hartford County, Connecticut, pursuant to the rules of the American Arbitration Association, and that the prevailing party shall recover its costs and reasonable attorney's fees incurred in such arbitration proceeding.

10.Acknowledgement. You acknowledge that, before signing this Agreement, you have read it; you fully understand its terms, content and effect; you have had the opportunity to seek the advice of an attorney of your own choosing, and you have relied fully and completely on your own judgment in executing this Agreement.

[continued on next page]

Marian Acker

September 7, 2023

Page 5

*    *    *    *    *    *    *    *    *    *    *

We appreciate your long service as a Barnes employee and your contributions the Company's success. We also appreciate your assistance and support for the transition that ensures we maintain the high standards you have demonstrated throughout your career.

Please sign below to confirm your acceptance of the terms in this Agreement and return to the Senior Vice President, Human Resources, Barnes no later than September 7, 2023.

BARNES GROUP INC.

By:

/s/ Dawn N. Edwards

Dawn N. Edwards

Senior Vice President, Human Resources

Agreed to and accepted:

/s/ Marian Acker

MARIAN ACKER

September 07, 2023

DATE

Exhibit A

Form of Consulting Agreement

[Barnes' Standard Form Consulting Agreement attached]

SERVICES/CONSULTING AGREEMENT

(Not valid if signed before May 1, 2024)

Company and Service Provider (as defined below), for good and valuable consideration, agree as follows:

1.Defined Terms.

Service Provider:	Marian Acker
Company:	Barnes Group Inc., a Delaware corporation 123 Main Street, Bristol, CT 06010
Term:	May 1, 2024 (the “Effective Date”) through October 31, 2024.

2. Service Provider’s Responsibilities. Service Provider will devote her best efforts and diligence to performing the services described on Exhibit A (“Services”), will act in a legal and ethical manner while performing the Services, and will abide by all applicable laws, rules and regulations.

3.Fees. Company agrees to pay Service Provider all fees and authorized expenses in connection with the Services (“Consulting Fees”) according to the terms described on Exhibit A.

4.Termination. Company may immediately terminate this Agreement for any reason; provided that any termination without cause shall not terminate or otherwise limit Company’s obligation to pay the fees as described in Exhibit A.

5.Confidential Information; Intellectual Property.

A.During the course of providing Services, Service Provider will have access to and acquire Confidential Information. “Confidential Information” means information including trade secrets belonging to Company including (a) designs, specifications, drawings; (b) information regarding Company’s customers and suppliers; (c) manufacturing methods under investigation in Company’s facilities; and (d) information on litigation, litigation strategy, markets, costs, pricing and pricing policies, forecasts, business plans and marketing strategies.

B.Service Provider will not, either during or after the Term, disclose any Confidential Information and will use Confidential Information only as necessary to perform the Services. Service Provider will strictly protect Company’s Confidential Information. All originals, copies, summaries and derivations of Confidential Information in whatever form will be returned to Company or destroyed upon request. Company retains the entire right, title and interest, including all intellectual property rights, in and to its Confidential Information.

C.Service Provider agrees to fully disclose to Company all work product, ideas, inventions, discoveries, processes, or improvements conceived, produced or prepared in performing, or arising out of, the Services (collectively, “Inventions”). All Inventions will become Company’s exclusive property, and Service Provider will promptly assign and transfer to Company all its right, title and interest in and to any such Inventions. Further, Service Provider will sign, whether or not during the Term, all documents necessary or appropriate to evidence Company’s exclusive ownership of Inventions. Service Provider may not use any Inventions for the benefit of any party other than Company. The use of Inventions in any manner by Company or its assigns will result in no additional claim for compensation by Service Provider.

D.Service Provider will not incorporate any of its intellectual property in any deliverables for Company without Company’s prior written consent. Should Service Provider include its intellectual property

Confidential

1

without this written consent, then Company will be granted a worldwide, non-exclusive, unlimited royalty free, irrevocable right to use, reproduce, display, and distribute such intellectual property.

E.Service Provider agrees not to use any trademarks of Company or its affiliates without Company’s prior written consent.

F.Service Provider agrees that during the Term and for a period of one (1) year from the expiration of the Term of this Agreement, Service Provider will not directly or indirectly: (i) solicit for employment or hire any employees of Company or any of its affiliates; provided that this non-solicitation covenant will not not apply to a recruitment offer made to or employment of any person in response to a bona fide non-targeted solicitation process (including to the use of search firms or employment advertisements); or (ii) contact any customer of the Company or any of its affiliates to offer such customer any competing product, or otherwise interfere in the contractual relationship between the Company and its affiliates and their respective customers.

G.Service Provider acknowledges and agrees that Company will have no adequate remedy at law, and would be irreparably harmed, if Service Provider breached or threatened to breach any of the provisions of this section. Service Provider agrees that Company will be entitled to equitable and/or injunctive relief to prevent any such breach or threatened breach, and to seek specific performance.

H.The provisions of this section will survive termination or expiration of this Agreement.

6.Conflict of Interests. If, at any time during the Term, Service Provider proposes to perform services for others that may either directly or indirectly conflict with the interests of Company, Service Provider will request Company’s prior written approval. Service Provider represents that as of the Effective Date it has

no such conflicting interests, nor any agreement which would prohibit Service Provider from providing the Services. Nothing will restrict Service Provider from providing non-conflicting services to others.

7.Indemnification; Liability. Service Provider will defend, indemnify, and hold Company, its successors, assignees and affiliates, and their respective employees, officers, directors, stockholders and agents (the “Indemnified Parties”), harmless from any and all claims, liabilities, costs, damages and expenses (including attorneys’ fees and expenses) related to: (a) Service Provider’s acts, omissions, including negligence or willful misconduct, or breach of its obligations under this Agreement, (b) property damage or personal injury or death arising from the Services, (c) any violation of laws by Service Provider, (d) Service Provider’s failure to properly withhold and remit national, provincial, state or federal taxes, including to social security and unemployment contributions, and (e) any governmental claims, including workers’ compensation and unemployment insurance claims, concerning Service Provider or its employees. These obligations will survive the Term and apply regardless of whether any claim, liability, cost, damage or expense result from the negligence of Company, its agents or employees.

8.Nature of Relationship. Service Provider is acting solely as an independent contractor and not as an employee, agent or representative of Company. Accordingly, Service Provider has no right to receive any employee benefits from Company and is solely responsible for payment of all taxes including Federal, state and local taxes arising out of the Services and the Consulting Fees.

9.Miscellaneous.

A.Company has the right to audit all books and records of Service Provider related to the Services and the Consulting Fees.

B.Time is of the essence in performing the Services, provided neither party will be liable to the other for any delays or failures to perform due to causes beyond its reasonable control.

C.Service Provider may not assign this Agreement or subcontract any of its obligations without Company’s prior written consent.

Confidential

2

D.This Agreement, including the attached exhibits, constitutes the entire agreement between the parties with respect to the subject matter and will be amended only by the parties’ written agreement. This Agreement supersedes all previous agreements between the parties.

E.This Agreement is governed by the internal laws of the State of Connecticut, U.S.A. Service Provider irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of Connecticut, U.S.A. and agrees to bring any action related to this Agreement only in such courts.

F.The invalidity or unenforceability of any provision of this Agreement will not in any way affect the validity or enforceability of the remaining provisions. No course of dealing or any delay by a party in exercising any rights will operate as a waiver.

G.All notices will be in writing and sent to the addresses provided above (or as updated from time to time).

H.This Agreement may be executed in one or more counterparts, all of which will constitute one and the same instrument.

I. This Agreement shall be treated as Confidential Information of the Company and shall not be disclosed by Service Provider except to their partner, financial, legal and tax advisors.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

BARNES GROUP INC.		SERVICE PROVIDER:
		Marian Acker
By:
Name:	Julie Streich
Title:	Sr. Vice President, Finance & CFO

Confidential

3

EXHIBIT A

SERVICES

Service Provider shall perform such services as are requested from time to time by the Chief Financial Officer or her designee(s) that are consistent with Service Provider’s expertise and experience in areas including but not limited to financial accounting, general accounting, and SEC reporting and including supporting Company’s Controller in successfully executing his/her duties.

Service Provider shall have continued use of Company equipment solely to execute the Services until the end of the Agreement term. Company and Service Provider will coordinate return of equipment when Agreement term is completed.

Service Provider agrees to make herself reasonably available to meet and confer with the Company, its employees, attorneys and designated representatives at such times and places as required to adequately perform the Services. The Company we will use best efforts to respect Service Provider’s time and schedule.

Service Provider agrees to maintain any applicable privileges (including attorney-client privilege) and keep all information disclosed to her as strictly confidential.

Service Provider agrees not to disclose or use any information provided to her for any purpose other than to further the Company's interests unless expressly authorized by the Company in writing or required by law after having provided timely notice to the Company.

FEES

•Company will pay Service Provider a total of $330,000 for the Services payable in six (6) monthly installments of $55,000.00 following retirement date of 4/30/2024.

Company will reimburse Service Provider for all reasonable expenses incurred by Service Provider to perform the Services at Company’s request. All expenses must be approved in advance by Company and must be properly documented with appropriate receipts. If the Services require travel by Service Provider, Company will reimburse Service Provider only for reasonable and necessary out-of-pocket travel expenses that are incurred while traveling at Company’s request.

Service Provider agrees that he will be responsible for any and all taxes due on account of any payments received under the terms of this Agreement. Company will issue Service Provider a Form 1099 for all compensation provided to Service Provider during the relevant calendar year.

Confidential

4

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Thomas J. Hook, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2023 of Barnes Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 8, 2023

/s/ THOMAS J. HOOK

Thomas J. Hook

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Julie K. Streich, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2023 of Barnes Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 8, 2023

  /s/  JULIE K. STREICH

Julie K. Streich

 Senior Vice President, Finance and Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Barnes Group Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/   THOMAS J. HOOK	/s/    JULIE K. STREICH
Thomas J. Hook President and Chief Executive Officer November 8, 2023	Julie K. Streich Senior Vice President, Finance and Chief Financial Officer November 8, 2023

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging, or otherwise adopting the signature that appears in the typed form within the electronic version of this written statement required by Section 906, has been provided to Barnes Group Inc. and will be retained by Barnes Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 01, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	1-4801
Entity Registrant Name	BARNES GROUP INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-0247840
Entity Address, Address Line One	123 Main Street
Entity Address, City or Town	Bristol
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06010
City Area Code	860
Local Phone Number	583-7070
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	B
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		50,674,896
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0000009984
Current Fiscal Year End Date	--12-31

XML

Condensed Consolidated Statements of Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net sales	$ 360,988	$ 314,744	$ 1,035,329	$ 948,395
Cost of sales	253,490	208,649	704,358	628,593
Selling and administrative expenses	97,508	76,059	271,688	218,646
Goodwill impairment charge	0	0	0	68,194
Total operating costs and expenses	350,998	284,708	976,046	915,433
Operating income	9,990	30,036	59,283	32,962
Interest expense	22,792	3,357	34,612	10,249
Other expense (income), net	(874)	2,423	(2,427)	3,650
(Loss) income before income taxes	(11,928)	24,256	27,098	19,063
Income taxes	9,802	7,277	18,318	21,152
Net (loss) income	$ (21,730)	$ 16,979	$ 8,780	$ (2,089)
Per common share:
Basic (in dollars per share)	$ (0.43)	$ 0.33	$ 0.17	$ (0.04)
Diluted (in dollars per share)	$ (0.43)	$ 0.33	$ 0.17	$ (0.04)
Weighted average common shares outstanding:
Basic (in shares)	51,057,979	50,919,955	51,033,181	50,981,874
Diluted (in shares)	51,057,979	51,059,906	51,223,978	50,981,874

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net (loss) income		$ (21,730)	$ 16,979	$ 8,780	$ (2,089)
Other comprehensive (loss) income, net of tax
Unrealized loss on hedging activities, net of tax	[1]	814	2,391	663	5,793
Foreign currency translation adjustments, net of tax	[2]	(14,282)	(63,433)	(10,146)	(145,238)
Defined benefit pension and other postretirement benefits, net of tax	[3]	539	(3,737)	10,810	2,114
Total other comprehensive (loss) income, net of tax		(12,929)	(64,779)	1,327	(137,331)
Total comprehensive (loss) income		$ (34,659)	$ (47,800)	$ 10,107	$ (139,420)

[1] Net of tax of $255 and $751 for the three months ended September 30, 2023 and 2022, respectively, and $218 and $1,827 for the nine months ended September 30, 2023 and 2022, respectively.

[2] Net of tax of $0 for the three and nine months ended September 30, 2023 and 2022.

[3] Net of tax of $113 and $(1,383) for the three months ended September 30, 2023 and 2022, respectively, and $3,741 and $233 for the nine months ended September 30, 2023 and 2022, respectively.

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Consolidated Statements of Commprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Unrealized (loss) income on hedging activities, tax	$ 255	$ 751	$ 218	$ 1,827
Foreign currency translation adjustment, tax	0		0
Defined benefit pension and other postretirement benefits, tax	$ 113	$ (1,383)	$ 3,741	$ 233

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Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 90,040	$ 76,858
Accounts receivable, less allowances (2023 - $5,827; 2022 - $5,222)	348,456	291,883
Inventories	370,669	283,402
Prepaid expenses and other current assets	94,248	80,161
Total current assets	903,413	732,304
Deferred income taxes	13,548	18,028
Property, plant and equipment	1,009,351	906,980
Less accumulated depreciation	(614,337)	(586,841)
Property, plant and equipment, net	395,014	320,139
Goodwill	1,152,074	835,472
Other intangible assets, net	721,610	442,492
Other assets	91,675	65,295
Total assets	3,277,334	2,413,730
Current liabilities
Notes and overdrafts payable	29	8
Accounts payable	156,060	145,060
Accrued liabilities	220,088	158,568
Long-term debt - current	4,412	1,437
Total current liabilities	380,589	305,073
Long-term debt	1,307,853	569,639
Accrued retirement benefits	43,427	54,352
Deferred income taxes	142,027	62,562
Long-term tax liability	21,714	39,086
Other liabilities	44,673	36,691
Commitments and contingencies (Note 16)
Stockholders' equity
Common stock - par value $0.01 per share Authorized: 150,000,000 shares Issued: at par value (2023 - 64,585,444 shares; 2022 - 64,481,493 shares)	646	645
Additional paid-in capital	535,777	529,791
Treasury stock, at cost (2023 - 13,912,139 shares; 2022 - 13,890,802 shares)	(532,364)	(531,507)
Retained earnings	1,552,165	1,567,898
Accumulated other non-owner changes to equity	(219,173)	(220,500)
Total stockholders' equity	1,337,051	1,346,327
Total liabilities and stockholders' equity	$ 3,277,334	$ 2,413,730

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 5,827	$ 5,222
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	150,000,000	150,000,000
Common stock, shares issued (in shares)	64,585,444	64,481,493
Treasury Stock, Common, Shares	13,912,139	13,890,802

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities:
Net (loss) income	$ 8,780	$ (2,089)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	79,196	69,022
Amortization of debt discount	58	0
(Gain) loss on disposition of property, plant and equipment	(202)	14
Stock compensation expense	8,121	9,547
Non-cash goodwill impairment charge	0	(68,194)
Changes in assets and liabilities, net of the effects of acquisition:
Accounts receivable	(5,273)	(17,923)
Inventories	(8,699)	(40,428)
Prepaid expenses and other current assets	5,367	(13,310)
Accounts payable	(11,629)	10,509
Accrued liabilities	22,437	(28,637)
Deferred income taxes	(3,541)	(4,350)
Long-term retirement benefits	(13,096)	(660)
Long-term tax liability	(13,029)	(6,948)
Other	2,483	521
Net cash provided by operating activities	70,973	43,462
Investing activities:
Proceeds from disposition of property, plant and equipment	6,990	104
Capital expenditures	(37,405)	(21,655)
Business acquisitions, net of cash acquired	(718,782)	0
Other	(921)	(2,168)
Net cash used by investing activities	(750,118)	(23,719)
Financing activities:
Net change in other borrowings	(167)	(941)
Payments on long-term debt	(268,580)	(80,777)
Proceeds from the issuance of long-term debt	1,006,333	85,082
Payments of debt issuance costs	(11,341)	0
Proceeds from the issuance of common stock	277	338
Common stock repurchases	0	6,721
Dividends paid	(24,302)	(24,282)
Withholding taxes paid on stock issuances	(857)	(818)
Other	(8,971)	(18,548)
Net cash provided (used) by financing activities	692,392	(46,667)
Effect of exchange rate changes on cash flows	(2,190)	(9,467)
Increase (decrease) in cash, cash equivalents and restricted cash	11,057	(36,391)
Cash, cash equivalents and restricted cash at beginning of period	81,128	111,909
Cash, cash equivalents and restricted cash at end of period	92,185	75,518
Cash and cash equivalents at end of period	90,040	71,585
Prepaid Expenses and Other Current Assets
Financing activities:
Restricted cash	(2,145)	(1,976)
Other Noncurrent Assets
Financing activities:
Restricted cash	$ 0	$ (1,957)

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Basis of Presentation

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying Condensed Consolidated Balance Sheet and the related Condensed Consolidated Statements of (Loss) Income, Comprehensive (Loss) Income and Cash Flows have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The Condensed Consolidated Financial Statements do not include all information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. The balance sheet as of December 31, 2022 has been derived from the 2022 financial statements of Barnes Group Inc. (the "Company"). For additional information, please refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, all adjustments, including normal recurring accruals considered necessary for a fair statement of the results, have been included. Operating results for the three- and nine-month periods ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Certain reclassifications have been made to prior year amounts to conform to current year presentation (see Note 4).

Business Combinations

In accordance with the Business Combinations guidance, acquisitions are recorded using the acquisition method of accounting. The Company includes the operating results of acquired entities from their respective dates of acquisition. The Company allocates the purchase consideration to the assets acquired and liabilities assumed in the acquired entity generally based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired and liabilities assumed in the acquired entity is recorded as goodwill. The primary items that generate goodwill include the increase in global market access and the acquired assembled workforce, neither of which qualify for recognition as an intangible asset. Costs incurred as a result of a business combination other than costs related to the issuance of debt or equity securities are recorded in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to assets acquired and liabilities assumed with the corresponding offset to goodwill.

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Recent Accounting Standards

9 Months Ended

Sep. 30, 2023

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Standards

Recent Accounting Standards

The Financial Accounting Standards Board ("FASB") establishes changes to accounting principles under U.S. generally accepted accounting principles ("US GAAP") through the use of Accounting Standards Updates ("ASUs") to the FASB's Accounting Standards Codification. The Company evaluates the applicability and potential impacts of recent ASUs on its Condensed Consolidated Financial Statements and related disclosures.

Recently Adopted Accounting Standards

In October 2021, the FASB amended its guidance related to business combinations. The amended guidance requires entities to recognize and measure contract assets and contract liabilities acquired in business combinations on the acquisition date in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers. The new guidance is effective on a prospective basis for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance, on a prospective basis, on January 1, 2023 and applied the guidance as it relates to the acquisition of MB Aerospace Holdings, Inc. (Note 3).

In September 2022, the FASB amended its guidance related to supplier finance programs. The amended guidance requires additional disclosures surrounding the use of supplier finance programs to purchase goods or services including disclosing the key terms of the programs, the amount of obligations outstanding at the end of the reporting period, and a roll-forward of those obligations. The new guidance, except the amendment on roll-forward information, is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendment on roll-forward information is effective for fiscal years beginning after December 15, 2023. The Company adopted this guidance within the Condensed Consolidated Financial Statements filed as of March 31, 2023 and it did not have a material impact on the Company's Condensed Consolidated Financial Statements, however it did result in additional disclosures pursuant to the new guidance. See Note 16.

Recently Issued Accounting Standards

The United Kingdom's Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced its intent to phase out the use of LIBOR by December 31, 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, identified the Secured Overnight Financing Rate (“SOFR”) as its preferred benchmark alternative to U.S. dollar LIBOR. Published by the Federal Reserve Bank of New York, SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transactions. In March 2020, in response to this transition, the FASB issued guidance related to this rate reform, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued by reference rate reform, and addresses operational issues likely to arise in modifying contracts to replace discontinued reference rates with new rates. In January 2021, the FASB issued further clarifying guidance regarding derivatives, as it relates to this transition. In December 2022, the FASB extended the expiration of the guidance through December 31, 2024. The Company’s Unsecured Credit Agreement (Note 9) and corresponding USD interest rate Swaps (Note 10) each mature in February 2026. In March 2021, the Intercontinental Exchange Benchmark Association announced that it will extend the publication of overnight, 1, 3, 6 and 12 month LIBOR rates until June 30, 2023, while ceasing publication of all other LIBOR rates including 1 week and 2 month rates. The Company's Unsecured Credit Agreement was further amended in October 2021 and in April 2022 to address the replacement of LIBOR via the LIBOR Transition Agreement and Amendment No. 1, respectively (see Note 9), with SOFR. The Company's corresponding interest rate Swaps were amended in May 2022 to address the replacement of LIBOR. As a result of the Company's contract amendments to address the replacement of LIBOR, the Company does not anticipate a material impact on our business, financial condition, results of operations or cash flow as a result of this change.

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Acquisition

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisition

Acquisition

On August 31, 2023 (“Acquisition Date”), the Company completed its acquisition of MB Aerospace Holdings Inc., a Delaware corporation ("MB Aerospace"), along with such entity's subsidiaries (the "Transaction") by acquiring all of the issued and outstanding shares of capital stock of MB Aerospace. MB Aerospace is a leading provider of precision aero-engine component manufacture and repair services serving major aerospace and defense engine original equipment manufacturers (“OEMs”), tier 1 suppliers and maintenance, repair and overhaul ("MRO") providers. This business, which is being integrated into our Aerospace segment, provides significant growth opportunities and enhances the Company’s ability to deliver value-add solutions across the aero-engine value chain. Further, the acquisition of MB Aerospace increases customer diversification within both commercial aerospace and defense platforms and provides the Company with a well-balanced portfolio across aerospace and industrial end markets.

The Company acquired MB Aerospace for an aggregate purchase price of $728,607, which includes preliminary adjustments under the terms of the Stock Purchase Agreement ("the Agreement") and is subject to post-closing adjustments under the terms of the Agreement. The Company paid $718,782, net of $9,825 of cash acquired, in cash, using cash on hand and borrowings under the Company’s $1,000,000 Revolving Credit Facility and its $650,000 Term Loan Facility (see Note 9).

During the three months ended September 30, 2023, the Company incurred $17,423 of acquisition-related costs related to the acquisition of MB Aerospace. These transaction costs have been recognized in the Company's Condensed Consolidated Statements of (Loss) Income, of which $7,817 was recognized as selling and administrative expenses and of which $9,606 primarily relating to the bridge loan facility financing was recognized as Interest expense (see Note 9).

During the nine months ended September 30, 2023, the Company incurred $22,711 of acquisition-related costs related to the acquisition of MB Aerospace. These costs include $1,729 of due diligence costs and $20,982 of transaction costs to complete the acquisition. These transaction costs have been recognized in the Company's Condensed Consolidated Statements of (Loss) Income, of which $13,105 was recognized as selling and administrative expenses and of which $9,606 primarily relating to the bridge loan facility financing was recognized as Interest expense (see Note 9).

The operating results of MB Aerospace have been included in the Consolidated Statements of Income since the Acquisition Date. The Company reported $26,476 in net sales and an operating loss of $7,386 from MB Aerospace, included within the Aerospace segment's operating profit, inclusive of $8,019 of short-term purchase accounting adjustments related to inventory step-up and backlog intangible amortization and $2,208 of amortization of other intangible assets acquired, for the period from the Acquisition Date through September 30, 2023.

Preliminary Estimated Fair Value of Assets Acquired and Liabilities Assumed

The Company accounted for the MB Aerospace acquisition as a business combination. The identifiable assets acquired and liabilities assumed are recorded at their preliminary fair values as of the Acquisition Date and are consolidated into the Company’s condensed consolidated financial statements. The assignment of fair market value requires significant judgments regarding the estimates and assumptions used to value the acquired assets and liabilities assumed. In determining the fair values of the assets acquired and liabilities assumed, the Company utilized the cost, income and market approaches from the perspective of a market participant. The Company used third party valuation professionals to aid in the determination of the estimated fair value of certain assets acquired and liabilities assumed.

The following table summarizes the preliminary estimated fair values for each major class of assets acquired, net of cash acquired, and liabilities assumed at the Acquisition Date:

Accounts receivable	$	50,817
Inventories	78,464
Prepaid expenses and other current assets	18,836
Property, plant and equipment	80,480
Goodwill	318,307
Other intangible assets	321,000
Other Assets	10,627
Total Assets Acquired	878,531
Accounts payable	(21,826)
Accrued liabilities	(34,955)
Deferred income taxes	(83,886)
Other liabilities	(9,659)
Debt assumed	(9,423)
Total Liabilities Assumed	(159,749)
Net Assets Acquired	$	718,782

The Company recorded the fair values of the assets acquired and liabilities assumed of MB Aerospace as of August 31, 2023. The final purchase price allocation is subject to post-closing adjustments pursuant to the terms of the Agreement and finalization of fair value estimates. Estimates and assumptions used in such valuations are subject to change, which could be significant, within the measurement period up to one year from the acquisition date. The areas of the valuations that are not yet finalized relate to the amounts for property, plant and equipment, long term intangible assets and the final amount of residual goodwill. The Company may obtain additional information to assist in determining fair values of net assets acquired at the Acquisition Date during the measurement period.

Goodwill represents the excess of the purchase consideration over the fair value of the underlying acquired net tangible and intangible assets. Goodwill has been allocated to the Company’s Aerospace segment. None of the recognized goodwill from the acquisition of MB Aerospace is expected to be deductible for income tax purposes (see Note 8).

The Other intangible assets in the table above consist of backlog, developed technology, and customer relationships, which are amortized over their respective estimated useful lives (see Note 8).

Supplemental Pro Forma Information

The following table reflects the unaudited pro forma operating results of the Company for the three and nine months ended September 30, 2023 and 2022, which give effect to the acquisition of MB Aerospace as if it had occurred on January 1, 2022. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisition been effective January 1, 2022, nor are they intended to be indicative of results that may occur in the future. The underlying pro forma information includes the historical financial results of the Company and MB Aerospace adjusted for certain items including depreciation and amortization expense associated with the assets acquired and the Company’s expense related to financing arrangements, with the related tax effects.

The unaudited pro forma combined condensed financial information has been prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”).

The pro forma information does not include the effects of any synergies or cost reduction initiatives related to the acquisition.

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Net sales	$	416,088	$	380,644	$	1,249,129	$	1,153,395
Net (loss) income	(5,712)		1,781		6,122		(82,303)

The unaudited pro forma combined condensed financial information during the three and nine month periods ended September 30, 2023 were adjusted to include:

a.Depreciation and Amortization - Adjustment of $(4,032) and $884 for the three and nine months ended September 30, 2023, respectively, to reflect the adjustment to property, plant, and equipment depreciation and amortization expense from the acquired backlog, developed technology and customer relationships.

b.Transaction Costs - Adjustments of $(7,817) and $(13,105) for the three and nine months ended September 30, 2023, respectively, to reflect the elimination of non-recurring transaction costs.

c.Interest Expense - Adjustment of $(9,858) and $3,209 for the three and nine months ended September 30, 2023, respectively, to reflect the adjustment to interest expense resulting from interest on the new debt to finance the acquisition of MB Aerospace and the extinguishment of MB Aerospace’s existing debt and the amortization of related debt issuance costs.

d.Inventory Step-Up - Adjustment of $(3,019) and $(3,019) for the three and nine months ended September 30, 2023, respectively, to eliminate the inventory fair value adjustment that was recognized in cost of sales during the three and nine months ended September 30, 2023.

e.Income Taxes - The estimated tax impacts of the pro forma adjustments have been reflected within the unaudited pro forma condensed combined statement of operations by using a blended foreign, federal and state statutory income tax rate.

The unaudited pro forma combined condensed financial information during the three and nine month periods ended September 30, 2022 were adjusted to include:

a.Depreciation and Amortization - Adjustment of $3,331 and $20,645 for the three and nine months ended September 30, 2022, respectively, to reflect the adjustment to property, plant, and equipment depreciation and the amortization expense from the acquired backlog, developed technology and customer relationships.

b.Transaction Costs - Adjustments of $0 and $13,105 for the three and nine months ended September 30, 2022, respectively, to reflect non-recurring transaction costs.

c.Interest Expense - Adjustments of $7,993 and $17,506 for the three and nine months ended September 30, 2022, respectively, to reflect the adjustment to interest expense resulting from interest on the new debt to finance the acquisition of MB Aerospace and the extinguishment of MB Aerospace’s existing debt and the amortization of related debt issuance costs.

d.Inventory Step-Up - Adjustment of $0 and $12,337 for the three and nine months ended September 30, 2022, respectively, to reflect the increase in cost of sales for the impact of the $12,337 fair value adjustment to inventory for the acquired inventory.

e.Income Taxes - The estimated tax impacts of the pro forma adjustments have been reflected within the unaudited pro forma condensed combined statement of operations by using a blended foreign, federal and state statutory income tax rate.

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Revenue

3 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

The Company is a global provider of highly engineered products, differentiated industrial technologies, and innovative solutions, serving a wide range of end markets and customers. Its specialized products and services are used in far-reaching applications in aerospace, healthcare, automation, packaging, mobility, and manufacturing.

Revenue is recognized by the Company when control of the product or solution is transferred to the customer. Control is generally transferred when products are shipped or delivered to customers, title is transferred, the significant risks and rewards of ownership have transferred, and the Company has rights to payment and the rewards of ownership pass to the customer. Customer acceptance may also be a factor in determining whether control of the product has transferred. Although revenue is generally recognized at a point in time, a certain portion of the Company's businesses with customized products or contracts in which the Company performs work on customer-owned assets requires the use of an over-time recognition model as certain contracts meet one or more of the established criteria pursuant to the accounting guidance. Also, service revenue is recognized as control transfers, which is concurrent with the services being performed.

The following table presents the Company's revenue disaggregated by products and services, and geographic regions, by segment:

	Three Months Ended September 30, 2023						Three Months Ended September 30, 2022
	Aerospace		Industrial		Total Company		Aerospace		Industrial		Total Company
Products and Services(A)
Aerospace Original Equipment Manufacturing Products	$	97,994	$	—	$	97,994	$	65,229	$	—	65,229
Aerospace Aftermarket Products and Services	58,096		—		58,096		45,558		—		45,558
Motion Control Solutions Products (B)	—		91,442		91,442		—		93,527		93,527
Molding Solutions Products	—		99,428		99,428		—		97,243		97,243
Automation Products	—		14,028		14,028		—		13,187		13,187
	$	156,090	$	204,898	$	360,988	$	110,787	$	203,957	$	314,744
Geographic Regions (C)
Americas	$	106,608	$	89,574	$	196,182	$	78,535	$	96,201	$	174,736
Europe	29,708		74,777		104,485		19,859		65,637		85,496
Asia	17,213		38,738		55,951		10,888		40,995		51,883
Rest of World	2,561		1,809		4,370		1,505		1,124		2,629
	$	156,090	$	204,898	$	360,988	$	110,787	$	203,957	$	314,744

	Nine Months Ended September 30, 2023						Nine Months Ended September 30, 2022
	Aerospace		Industrial		Total Company		Aerospace		Industrial		Total Company
Products and Services(A)
Aerospace Original Equipment Manufacturing Products	$	246,094	$	—	$	246,094	$	200,360	$	—	200,360
Aerospace Aftermarket Products and Services	149,268		—		149,268		120,290		—		120,290
Motion Control Solutions Products (B)	—		290,356		290,356		—		282,120		144,537
Molding Solutions Products	—		303,082		303,082		—		301,488		301,488
Automation Products	—		46,529		46,529		—		44,136		44,136
	$	395,362	$	639,967	$	1,035,329	$	320,650	$	627,745	$	948,395
Geographic Regions (C)
Americas	$	279,029	$	278,768	$	557,797	$	231,798	$	271,176	$	502,974
Europe	70,776		235,406		306,182		58,343		222,776		281,119
Asia	38,876		119,670		158,546		26,553		129,484		156,037
Rest of World	6,681		6,123		12,804		3,956		4,309		8,265
	$	395,362	$	639,967	$	1,035,329	$	320,650	$	627,745	$	948,395

(A) The results of MB Aerospace, from the acquisition on August 31, 2023, have been included within the Company's revenue disaggregated by products and services, and geographic regions within the Aerospace Segment for the three and nine month periods ended September 30, 2023.

(B) Effective January 1, 2023, the Company combined Industrial's Force & Motion Control and Engineered Components businesses to form a single strategic business unit named Motion Control Solutions. As a result of the combination, Motion Control Solutions Products reflects product revenues that were previously disclosed as Force & Motion Control Products and Engineered Components Products. Prior period amounts have been reclassified to conform to the current year presentation.

(C) Sales by geographic region are based on the location to which the product is shipped and services are delivered.

Revenue from products and services transferred to customers at a point in time accounted for approximately 75 percent and 80 percent of total revenue for the three month periods ended September 30, 2023 and September 30, 2022, respectively. Revenue from products and services transferred to customers at a point in time accounted for approximately 80 percent of total revenue for each of the nine month periods ended September 30, 2023 and September 30, 2022. A majority of revenue within the Industrial segment and Aerospace Original Equipment Manufacturing Products business ("OEM"), along with a portion of revenue within the Aerospace Aftermarket Products and Services business ("Aftermarket"), is recognized at a point in time, primarily when the product or solution is shipped to the customer.

Revenue from products and services transferred to customers over-time accounted for approximately 25 percent of total revenue and 20 percent of total revenue for the three month periods ended September 30, 2023 and September 30, 2022, respectively. Revenue from products and services transferred to customers over-time accounted for approximately 20 percent of total revenue for each of the nine month periods ended September 30, 2023 and September 30, 2022. The Company recognizes revenue over-time in instances where a contract supports a continual transfer of control to the customer. Substantially all of our revenue in the Aerospace Aftermarket maintenance repair and overhaul business (within Aftermarket Products and Services) and a portion of the revenue for Motion Control Solutions products, Molding Solutions products and Aerospace OEM products is recognized over-time. Within the Molding Solutions and Aerospace Aftermarket businesses, this continual transfer of control to the customer partially results from repair and refurbishment work performed on customer-controlled assets. With other contracts, this continual transfer of control to the customer is supported by clauses in the contract, or governing commercial law of the relevant jurisdiction, where we deliver products that do not have an alternative use and require an enforceable right to payment of costs incurred (plus a reasonable profit) or the Company has a contractual right to complete any work in process and receive full contract price.

The majority of our revenue is from contracts that are for less than one year, however certain Aerospace OEM and Molding Solutions business contracts extend beyond one year. In the Industrial segment, customers are typically OEMs or suppliers to OEMs and, in some businesses, distributors. In the Aerospace segment, customers include commercial airlines, OEMs, defense-related manufacturers, and industry parts and service providers.

A performance obligation represents a promise within a contract to provide a distinct good or service to the customer. Revenue is recognized in an over-time model based on the extent of progress towards completion of the performance obligation. The

selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. The Company utilizes the cost-to-cost measure of progress for over-time contracts as we believe this measure best depicts the transfer of control to the customer, which occurs as we incur costs on contracts.

Adjustments to net sales, cost of sales and the related impact to operating income are recognized as necessary in the period they become known. Revenue recognized from performance obligations satisfied in previous periods was not material in both the three and nine month periods ended September 30, 2023 and 2022.

Contract Balances. The timing of revenue recognition, invoicing and cash collections affects accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) on the Condensed Consolidated Balance Sheets.

Unbilled Receivables (Contract Assets) - Pursuant to the over-time revenue recognition model, revenue may be recognized prior to the customer being invoiced. An unbilled receivable is recorded to reflect revenue that is recognized when 1) the cost-to-cost method is applied and 2) such revenue exceeds the amount invoiced to the customer. Unbilled receivables are included within Prepaid Expenses and Other Current Assets on the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022.

Customer Advances and Deposits (Contract Liabilities) - The Company may receive a customer advance or deposit, or have an unconditional right to receive a customer advance, prior to revenue being recognized. Certain contracts within the Molding Solutions business, for example, may require such advances. Since the performance obligations related to such advances have not been satisfied, a contract liability is established. An offsetting asset of equal amount is recorded as an account receivable until the advance is collected. Advances and deposits are included within Accrued Liabilities on the Condensed Consolidated Balance Sheets until the respective revenue is recognized. Advance payments are not considered a significant financing component as they are generally received less than one year before the customer solution is completed. These assets and liabilities are reported on the Condensed Consolidated Balance Sheets on an individual contract basis at the end of each reporting period.

Net contract assets (liabilities) consisted of the following:

	September 30, 2023		December 31, 2022		$ Change		% Change
Unbilled receivables (contract assets)	$	54,565	$	42,423	$	12,142	29	%
Contract liabilities	(43,259)		(27,857)		(15,402)		55	%
Net contract assets	$	11,306	$	14,566	$	(3,260)	(22)	%

Contract liabilities balances at September 30, 2023 and December 31, 2022 include $10,731 and $9,593, respectively, of customer advances for which the Company has not yet collected payment, but has an unconditional right to collect payment. Accounts receivable, as presented on the Condensed Consolidated Balance Sheet, includes corresponding balances at September 30, 2023 and December 31, 2022, respectively.

Changes in the net contract assets during the nine month period ended September 30, 2023 included a $15,402 increase in contract liabilities, driven primarily by new customer advances and deposits, partially offset by revenue recognized in the current period. Offsetting this net contract assets decrease was a $12,142 increase in contract assets, driven primarily by contract progress (i.e., unbilled receivable), partially offset by earlier contract progress being invoiced to the customer. Of this net contract asset increase, $11,506 was attributable to MB Aerospace at September 30, 2023.

The Company recognized approximately 15% and 85% of the revenue related to the contract liabilities balance as of December 31, 2022 during the three and nine month periods ended September 30, 2023, respectively, and approximately 10% and 85% of the revenue related to the contract liabilities balance as of December 31, 2021 during the three and nine month periods ended September 30, 2022, respectively, primarily representing revenue from the sale of molds and hot runners within the Molding Solutions business.

Remaining Performance Obligations. The Company has elected to disclose remaining performance obligations only for contracts with an original duration of greater than one year. Such remaining performance obligations represent the transaction price of firm orders for which work has not yet been performed and, for Aerospace, excludes projections of components and assemblies that Aerospace OEM customers anticipate purchasing in the future under existing programs, which represent orders that are beyond lead time and do not represent performance obligations pursuant to accounting guidance. As of September 30,

2023, the aggregate amount of the transaction price allocated to remaining performance obligations, including the balance within MB Aerospace, was $538,898. The Company expects to recognize revenue on approximately 75% of the remaining performance obligations over the next 12 months, with the remainder to be recognized within 24 months.

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Stockholders Equity

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders Equity

Stockholders' Equity

A schedule of consolidated changes in equity for the nine months ended September 30, 2023 is as follows (number of shares in thousands):

	Common Stock (Number of Shares)	Common Stock (Amount)		Additional Paid-In Capital		Treasury Stock (Number of Shares)	Treasury Stock (Amount)		Retained Earnings		Accumulated Other Non-Owner Changes to Equity		Total Stockholders’ Equity
December 31, 2022	64,481	$	645	$	529,791	13,891	$	(531,507)	$	1,567,898	$	(220,500)	$	1,346,327
Comprehensive income	—	—		—		—	—		13,159		29,209		42,368
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,096)		—		(8,096)
Residual interest in subsidiary	—	—		(2,381)		—	—		—		—		(2,381)
Employee stock plans	23	—		2,665		6	(252)		(83)		—		2,330
March 31, 2023	64,504	$	645	$	530,075	13,897	$	(531,759)	$	1,572,878	$	(191,291)	$	1,380,548
Comprehensive income (loss)	—	—		—		—	—		17,352		(14,953)		2,399
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,099)		—		(8,099)
Employee stock plans	22	—		2,339		3	(124)		(76)		—		2,139
June 30, 2023	64,526	$	645	$	532,414	13,900	$	(531,883)	$	1,582,055	$	(206,244)	$	1,376,987
Comprehensive loss	—	—		—		—	—		(21,730)		(12,929)		(34,659)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,107)		—		(8,107)
Employee stock plans	59	1		3,363		12	(481)		(53)		—		2,830
September 30, 2023	64,585	$	646	$	535,777	13,912	$	(532,364)	$	1,552,165	$	(219,173)	$	1,337,051

A schedule of consolidated changes in equity for the nine months ended September 30, 2022 is as follows (number of shares in thousands):

	Common Stock (Number of Shares)	Common Stock (Amount)		Additional Paid-In Capital		Treasury Stock (Number of Shares)	Treasury Stock (Amount)		Retained Earnings		Accumulated Other Non-Owner Changes to Equity		Total Stockholders’ Equity
December 31, 2021	64,344	$	643	$	516,562	13,658	$	(523,642)	$	1,587,041	$	(151,838)	$	1,428,766
Comprehensive income (loss)	—	—		—		—	—		20,484		(2,590)		17,894
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,111)		—		(8,111)
Employee stock plans	12	1		2,665		2	(49)		(136)		—		2,481
March 31, 2022	64,356	$	644	$	519,227	13,660	$	(523,691)	$	1,599,278	$	(154,428)	$	1,441,030
Comprehensive loss	—	—		—		—	—		(39,552)		(69,962)		(109,514)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,081)		—		(8,081)
Common stock repurchases	—	—		—		200	(6,721)		—		—		(6,721)
Employee stock plans	23	—		3,548		3	(106)		(62)		—		3,380
June 30, 2022	64,379	$	644	$	522,775	13,863	$	(530,518)	$	1,551,583	$	(224,390)	$	1,320,094
Comprehensive income (loss)	—	—		—		—	—		16,979		(64,779)		(47,800)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,090)		—		(8,090)
Employee stock plans	70	—		3,592		19	(663)		(77)		—		2,852
September 30, 2022	64,449	$	644	$	526,367	13,882	$	(531,181)	$	1,560,395	$	(289,169)	$	1,267,056

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Net Income Per Common Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Income Per Common Share

Net (Loss) Income Per Common ShareFor the purpose of computing diluted net income per common share, the weighted-average number of common shares outstanding is increased for the potential dilutive effects of stock-based incentive plans. No potentially dilutive shares have

been included in the diluted earnings per share calculations for the three-month period ended September 30, 2023 due to the Company’s reported net loss for the period. For the purpose of computing diluted net income per common share for the nine-month period ended September 30, 2023, the weighted-average number of common shares outstanding was increased by 190,797. For the purpose of computing diluted net income per common share for the three-month period ended September 30, 2022, the weighted-average number of common shares outstanding was increased by 139,951. No potentially dilutive shares have been included in the diluted earnings per share calculations for the nine-month period ended September 30, 2022 due to the Company’s reported net loss for the period.

The calculation of weighted-average diluted shares outstanding excludes all shares that would have been anti-dilutive. During the three month periods ended September 30, 2023 and 2022, the Company excluded 683,374 and 875,706 stock awards, respectively, from the calculation of weighted-average diluted shares outstanding as the stock awards were considered anti-dilutive. During the nine month periods ended September 30, 2023 and 2022, the Company excluded 757,813 and 823,365 stock awards, respectively, from the calculation of weighted-average diluted shares outstanding as the stock awards were considered anti-dilutive.

The Company granted 120,195 stock options, 152,476 restricted stock unit awards and 131,025 performance share awards ("PSAs") in February 2023 as part of its annual long-term incentive equity grant awards. All of the stock options and the restricted stock unit awards vest upon meeting certain service conditions. The restricted stock unit awards are included in basic weighted-average common shares outstanding as they contain nonforfeitable rights to dividend payments. The PSAs are part of the long-term Performance Share Award Program and are based on performance goals that are driven by a combination of independently measured metrics (depending on the grant year) with each metric being weighted equally. The metrics for awards granted in 2023 include the Company’s total shareholder return ("TSR"), return on invested capital ("ROIC") and operating income before depreciation and amortization growth ("EBITDA growth"). The TSR and EBITDA growth metrics are designed to assess the long-term Company performance relative to the performance of companies included in the Russell 2000 Index over a three-year performance period. ROIC is designed to assess the Company's performance compared to pre-established Company targets over a three-year performance period. The participants can earn from zero to 250% of the target award and the award includes a forfeitable right to dividend equivalents, which are not included in the aggregate target award numbers. The fair value of the TSR is determined using a Monte Carlo valuation method as the award contains a market condition.

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Inventories

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories

The components of inventories consisted of:

	September 30, 2023		December 31, 2022
Finished goods	$	104,046	$	105,965
Work-in-process	116,561		68,664
Raw material and supplies	150,062		108,773
	$	370,669	$	283,402

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Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill:

The following table sets forth the change in the carrying amount of goodwill for each reportable segment and for the Company as of and for the period ended September 30, 2023:

	Industrial		Aerospace		Total Company
December 31, 2022 (A)	$	804,686	$	30,786	$	835,472
Acquisition related	—		$	318,307	$	318,307
Foreign currency translation	(1,438)		(267)		(1,705)
September 30, 2023	$	803,248	$	348,826	$	1,152,074

(A) Industrial amounts are net of accumulated goodwill impairment losses of $68,194.

The changes recorded at Aerospace include $318,307 of goodwill in 2023 resulting from the acquisition of MB Aerospace in August 2023. See Note 3. The amounts allocated to goodwill reflect the benefits that the Company expects to realize from an increase in global market access and MB Aerospace's assembled workforce. None of the recognized goodwill from the

acquisition of MB Aerospace is expected to be deductible for income tax purposes. The purchase price for the MB Aerospace acquisition is subject to post-closing adjustments and finalization of purchase price allocation, therefore goodwill may require adjustment accordingly.

In the second quarter of 2023, management performed its annual impairment testing of goodwill and determined that there was no goodwill impairment.

Other Intangible Assets:

Other intangible assets consisted of:

		September 30, 2023				December 31, 2022
	Range of Life -Years	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Amortized intangible assets:
Revenue Sharing Programs (RSPs)	Up to 30	$	299,500	$	(173,404)	$	299,500	$	(164,162)
Component Repair Programs (CRPs)	Up to 30	111,839		(47,664)		111,839		(41,880)
Customer relationships	10-16	587,189		(172,627)		337,189		(156,442)
Patents and technology	4-18	178,433		(98,538)		123,433		(92,875)
Trademarks/trade names	10-30	10,949		(10,875)		10,949		(10,772)
Other	Up to 10	26,334		(8,074)		9,413		(2,966)
		1,214,244		(511,182)		892,323		(469,097)
Unamortized intangible assets:
Trade names		55,670		—		55,670		—
Foreign currency translation		(37,122)		—		(36,404)		—
Other intangible assets		$	1,232,792	$	(511,182)	$	911,589	$	(469,097)

In connection with the acquisition of MB Aerospace in August 2023, the Company recorded intangible assets of $321,000 which includes $250,000 of customer relationships, $55,000 of developed technology, and $16,000 of customer backlog included within Other above. The estimated weighted-average useful lives of the acquired assets were 15 years, 18 years and 1 year, respectively.

Amortization of intangible assets for the three and nine month periods ended September 30, 2023 was $18,860 and $42,084, respectively. Amortization of intangible assets for the three and nine month periods ended September 30, 2022 was $11,747 and $33,918, respectively. Estimated amortization of intangible assets for future periods is as follows: 2023 (remainder) - $25,000; 2024 - $71,000; 2025 - $70,000; 2026 - $67,000; 2027 - $66,000 and 2028 - $62,000.

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Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt

DebtLong-term debt and notes and overdrafts payable at September 30, 2023 and December 31, 2022 consisted of:

	September 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Revolving Credit Facility	$	662,937	$	664,674	$	466,672	$	464,373
Term Loan Facility	650,000		651,625		—		—
Unamortized deferred financing costs and original issue discount - Term Loan Facility	(12,915)		—		—		—
3.97% Senior Notes	—		—		100,000		96,894
Borrowings under lines of credit and overdrafts	29		29		8		8
Finance leases	12,243		11,947		4,404		4,085
	1,312,294		1,328,275		571,084		565,360
Less current maturities	(4,441)				(1,445)
Long-term debt	$	1,307,853			$	569,639

On February 10, 2021, the Company and certain of its subsidiaries entered into the sixth amended and restated senior unsecured revolving credit agreement (the "Unsecured Credit Agreement") and retained Bank of America, N.A. as the Administrative Agent for the lenders. The $1,000,000 Unsecured Credit Agreement was to mature in February 2026. Borrowings under the Unsecured Credit Agreement bore interest at either the Eurocurrency rate, as defined in the Unsecured Credit Agreement, plus a margin of 1.175% to 1.775% or the base rate, as defined in the Unsecured Credit Agreement, plus a margin of 0.175% to 0.775%, depending on the Company's leverage ratio at the time of the borrowing. Multi-currency borrowings, pursuant to the Unsecured Credit Agreement, bore interest at their respective interbank offered rate (i.e. Euribor) or 0.00% (higher of the two rates) plus a margin of between 1.175% and 1.775%. The Unsecured Credit Agreement required the Company to maintain a Senior Debt Ratio of not more than 3.25 times. In addition, the Unsecured Credit Agreement required the Company to maintain a Total Debt Ratio of not more than 3.75 times for each fiscal quarter. A ratio of Consolidated EBITDA to Consolidated Cash Interest Expense, as defined, of not less than 4.25 times, was also required at the end of each fiscal quarter. The Unsecured Credit Agreement also contemplated the potential replacement of LIBOR (as defined below) with a successor financing rate, pursuant to the intent of the United Kingdom's Financial Conduct Authority to phase out use of LIBOR (see discussion below). The Company paid fees and expenses of $4,306 in conjunction with executing the Unsecured Credit Agreement. Such fees have been deferred within Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense on the Condensed Consolidated Statements of (Loss) Income through its maturity. Cash used to pay these fees was recorded through other financing activities on the Condensed Consolidated Statements of Cash Flows. The Company subsequently amended the Unsecured Credit Agreement on October 11, 2021 (the "LIBOR Transition Amendment"), defining certain applicable multi-currency borrowing rates that could be used as replacement rates for LIBOR, which was expected to be discontinued by reference rate reform. See Note 2 of the Condensed Consolidated Financial Statements, as well as the discussion below.

On April 6, 2022, the Company entered into Amendment No. 1 to the Unsecured Credit Agreement (“Amendment No. 1”), which (i) replaced the LIBOR interest rate for U.S. dollar loans to a term Secured Overnight Financing Rate including a Secured Overnight Financing Rate adjustment (or "SOFR", as defined in the Unsecured Credit Agreement), (ii) added a daily SOFR option for U.S. dollar loans and a term SOFR option for U.S. dollar loans, and (iii) added the ability to borrow foreign swing line loans based on the Euro Short Term Rate ("€STR") (as defined) with the same interest spread as the interest spread for SOFR Loans (as defined) and Alternative Currency Loans (defined as loans denominated in Euro, Sterling, Swiss Francs or Yen). In addition, Amendment No. 1 lowered the interest rate spread on (i) SOFR Loans and Alternative Currency Loans to a range from 0.975% to 1.70%, depending on the leverage ratio (the “Leverage Ratio”) of Consolidated Total Debt (as defined) to Consolidated EBITDA (as defined) as of the end of each fiscal quarter, and (ii) loans based on the Base Rate (as defined), to a range from 0.00% to 0.70%, depending on the Company’s Leverage Ratio as of the end of each fiscal quarter. Amendment No. 1 also lowered the facility fee, which was required to be paid by the Company under the Unsecured Credit Agreement and was calculated on the full amount of the revolving facility, to a range from 0.15% to 0.30%, depending on the Company’s Leverage Ratio at the end of each fiscal quarter. In April 2022, the Company paid fees and expenses of $1,037 in conjunction with executing Amendment No. 1. Such fees have been deferred within Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense on the Condensed Consolidated Statements of (Loss) Income through its maturity. Cash used to pay these fees was recorded through other financing activities on the Condensed Consolidated Statements of Cash Flows.

The United Kingdom's Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced its intent to phase out the use of LIBOR by December 31, 2021. The U.S. Federal Reserve, in conjunction with the

Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, identified SOFR as its preferred benchmark alternative to U.S. dollar LIBOR. Published by the Federal Reserve Bank of New York, SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transactions. The Company’s Unsecured Credit Agreement and corresponding interest rate swap were tied to LIBOR, with each maturing in February 2026. In March 2021, the ICE Benchmark Association announced that it would extend the publication of overnight, 1, 3, 6 and 12 month LIBOR rates until June 30, 2023, while ceasing publication of all other LIBOR rates including 1 week and 2 month rates. The Company's Unsecured Credit Agreement was further amended in October 2021 and in April 2022 to address the replacement of LIBOR, which, as a result of the Company's contract amendments as discussed above, did not have a material impact on our business, financial condition, results of operations or cash flow.

On June 5, 2023, the Company entered into the Agreement with MB Aerospace Group Holdings Limited, a Cayman Islands limited company. See Note 3. In connection with entry into the Agreement, on June 5, 2023, the Company entered into the Second Amendment (the “Second Amendment”) to Note Purchase Agreement and Amendment No. 2 ("Amendment No. 2") to Unsecured Credit Agreement to facilitate the Transaction, as well as a commitment letter with Bank of America, N.A. and BofA Securities, Inc. (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties agreed to provide, subject to the satisfaction of customary closing conditions contained therein, a $1,000,000 backstop senior secured revolving credit facility and a $700,000 senior secured 364-day bridge loan facility ("Bridge Loan Facility"). The Bridge Loan Facility was only intended to be drawn to the extent that the Company did not obtain alternative financing prior to the closing of the Transaction. The Company recorded fees of $9,500 in conjunction with the Bridge Loan Facility and $1,000,000 backstop senior secured revolving credit facility into interest expense on the Condensed Consolidated Statements of (Loss) Income in the three months ended September 30, 2023. On the Acquisition Date, pursuant to the terms of the Agreement, the Company completed the Transaction for an aggregate purchase price of $728,607, subject to customary and specified closing adjustments, as set forth in the Agreement. Concurrently, the Company entered into a new Credit Agreement (the “Credit Agreement”) among the Company and certain of its subsidiaries, the issuing banks, lenders and other parties party thereto, and Bank of America, N.A., as administrative agent, as collateral agent and as swingline lender, which provides for senior secured financing of $1,650,000, consisting of a term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $650,000, at an original issue discount of $4,875, and a revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Facilities”) in an aggregate principal amount of up to $1,000,000, including a letter of credit sub-facility of up to $50,000. Proceeds of the loans borrowed under the Senior Facilities on the Acquisition Date, net of a 0.75% original issue discount on the Term Loan Facility, were used to fund, in part, the transactions contemplated by the Agreement, including the consummation of the Transaction, the repayment in full of the 3.97% Senior Notes, and to pay related fees and expenses. As of the Acquisition Date, the Revolving Credit Facility had outstanding borrowings in an aggregate principal amount of approximately $698,000. Proceeds of any loans under the Revolving Credit Facility borrowed after the Acquisition Date will be used for general corporate purposes. The Company paid fees and expenses of $3,058 in conjunction with executing the Revolving Credit Facility. Such fees have been deferred within Other Assets on the Condensed Consolidated Balance Sheets and will be amortized into interest expense on the Condensed Consolidated Statements of (Loss) Income through the maturity of the Credit Agreement with the previously recorded debt issuance costs. The Company incurred $8,283 of debt issuance costs in conjunction with executing the Term Loan Facility. Such fees have been recorded as a direct deduction from the carrying amount of the Term Loan Facility and will be amortized into interest expense on the Condensed Consolidated Statements of (Loss) Income through the maturity of the Term Loan Facility. Cash used to pay these fees was recorded through financing activities on the Condensed Consolidated Statements of Cash Flows. On August 31, 2023, in connection with the Credit Agreement and the closing of the Transaction, the Bridge Loan Facility was terminated.

The Senior Facilities are guaranteed by each of the Company’s wholly owned domestic subsidiaries and are secured by substantially all assets of the Company and of each subsidiary guarantor, in each case subject to certain exceptions.

Borrowings under the Senior Facilities bear interest at a rate per annum equal to, at the Company’s option, either Term SOFR (subject to a 0.00% floor) or an alternate base rate ("ABR"), in each case plus an applicable margin of (i) in the case of borrowings under the Term Loan Facility, 3.00% for Term SOFR loans and 2.00% for ABR loans and (ii) in the case of borrowings under the Revolving Credit Facility, initially, 2.375% for Term SOFR loans and 1.375% for ABR loans. The applicable margin for borrowings under the Revolving Credit Facility varies depending on the Company’s total net leverage ratio. The Company is also required to pay a commitment fee initially equal to 0.35% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The commitment fee under the Revolving Credit Facility varies depending on the Company’s total net leverage ratio.

The Term Loan Facility matures on the seven-year anniversary of the Acquisition Date and amortizes in equal quarterly installments, starting with the first full fiscal quarter after the Acquisition Date, of 0.25% of the initial principal amount. The Revolving Credit Facility matures on the five-year anniversary of the Acquisition Date. In addition, the Company is required to

prepay outstanding loans under the Term Loan Facility, subject to certain exceptions, with up to 50% of the Company’s annual excess cash flow (as defined under the Credit Agreement) in excess of the greater of $50,000 and 15.0% of Last Twelve Months ("LTM") Adjusted Consolidated EBITDA (as defined in the Credit Agreement) as of the applicable time, and with up to 100% of the net cash proceeds of certain recovery events and non-ordinary course asset sales (which percentages vary depending on the Company’s first lien secured net leverage ratio).

The Company may generally prepay outstanding loans under the Senior Facilities at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to Term SOFR loans. Prepayments of the Term Loan Facility in connection with certain “repricing events” resulting in a lower yield occurring at any time during the first six months after the Acquisition Date must be accompanied by a 1.00% prepayment premium.

The Revolving Credit Facility requires that the Company maintain a maximum Total Net Leverage Ratio, as defined in the Credit Agreement, initially of 5.50 to 1.00 as of the last day of each fiscal quarter for which financials have been (or were required to be) delivered, commencing with the first full fiscal quarter after the Acquisition Date, stepping down to 4.00 to 1.00 over time. For material acquisitions in certain circumstances, such ratio may be increased by up to 0.50 to 1.00. The actual ratio, as defined, was 3.77 at September 30, 2023. The Revolving Credit Facility also requires that the Company not permit the Interest Coverage Ratio as of the last day of any test period to be less than 3.00 to 1.00. The actual ratio, as defined, was 3.36 as of September 30, 2023. At September 30, 2023, the Company was in compliance with all applicable covenants.

The Senior Facilities contain certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. The Senior Facilities also contain certain events of default, including relating to a change of control. If an event of default occurs, the lenders under the Senior Facilities will be entitled to take various actions, including the acceleration of amounts due under the Senior Facilities.

Borrowings and availability under the Revolving Credit Facility were $662,937 and $337,063, respectively, at September 30, 2023. Borrowings and availability under the Unsecured Credit Facility were $466,672 and $533,328, respectively, at December 31, 2022, subject to covenants discussed above. The average interest rate on these borrowings was 7.04% and 3.67% on September 30, 2023 and December 31, 2022, respectively. The average interest rate excludes the impact of the Company’s interest swap agreements. See Note 10. Borrowings included Euro-denominated borrowings of 296,500 Euros ($317,937) at September 30, 2023 and 310,700 Euros ($331,672) at December 31, 2022. The fair value of the borrowings is based on observable Level 2 inputs. The borrowings were valued using discounted cash flows based upon the Company's estimated interest costs for similar types of borrowings.

Borrowings under the Term Loan Facility were $650,000 at September 30, 2023. The average interest rate on these borrowings was 8.42% on September 30, 2023. The average interest rate excludes the impact of the Company’s interest swap agreements. See Note 10. The fair value of the borrowings is based on the quoted market price of the borrowings on September 30, 2023, which represents Level 1 observable inputs.

In addition, the Company has approximately $83,000 in uncommitted short-term bank credit lines ("Credit Lines") and overdraft facilities. The Credit Lines are accessed locally and are available primarily within the U.S., Europe and Asia. The Credit Lines are subject to the applicable borrowing rates within each respective country and vary between jurisdictions (i.e. LIBOR, Euribor, etc.). The Company had no borrowings under the Credit Lines at September 30, 2023 or December 31, 2022. The Company had borrowed $29 and $8 under the overdraft facilities at September 30, 2023 and December 31, 2022, respectively. Repayments under the Credit Lines are due within one month after being borrowed. Repayments of the overdrafts are generally due within two days after being borrowed. The carrying amounts of the Credit Lines and overdrafts approximate fair value due to the short maturities of these financial instruments.

In October 2014, the Company entered into a Note Purchase Agreement (“Note Purchase Agreement”), among the Company and New York Life Insurance Company, New York Life Insurance and Annuity Corporation and New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account, as purchasers, for the issuance of $100,000 aggregate principal amount of the 3.97% Senior Notes due October 17, 2024 (the “Notes”). The Notes were senior unsecured obligations of the Company and paid interest semi-annually on April 17 and October 17 of each year at an annual rate of 3.97%. Subject to certain conditions, the Company could, at its option, prepay all or any part of the Notes in an amount equal to 100% of the principal amount so prepaid, plus any accrued and unpaid interest to the date of prepayment, plus the Make-Whole Amount, as defined in the Note Purchase Agreement, with respect to such principal amount being prepaid. The Notes, together with accrued and unpaid interest thereon, were repaid on August 31, 2023 in connection with the Transaction. There was no

Make-Whole Amount. The fair value of the Notes at December 31, 2022 was determined using the U.S. Treasury yield and a long-term credit spread for similar types of borrowings, which represented Level 2 observable inputs.

The Company also has several finance leases under which $12,243 and $4,404 was outstanding at September 30, 2023 and December 31, 2022, respectively. The fair value of the finance leases is based on observable Level 2 inputs. These instruments were valued using discounted cash flows based upon the Company's estimated interest costs for similar types of borrowings.

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Derivatives

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

The Company has manufacturing, service and sales facilities around the world and thus makes investments and conducts business transactions denominated in various currencies. The Company is also exposed to fluctuations in interest rates and commodity price changes. These financial exposures are monitored and managed by the Company as an integral part of its risk management program.

Derivative financial instruments have been used by the Company to hedge its exposure to fluctuations in interest rates. On April 28, 2017, the Company entered into an interest rate swap agreement (the "2017 Swap") with one bank which converted the interest on $100,000 of the Company's one-month LIBOR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 1.92% plus the borrowing spread. The 2017 Swap expired on January 31, 2022. On March 24, 2021, the Company entered into a new interest rate swap agreement (the "2021 Swap") with this same bank that commenced on January 31, 2022 and that converted the interest on $100,000 of the Company's one-month LIBOR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 1.17% plus the borrowing spread. Effective, April 30, 2022, the Company amended the 2021 Swap (the "Amended 2021 Swap"), such that the one-month SOFR-based borrowing rate replaced the one-month LIBOR-based borrowing rate. The Amended 2021 Swap, which will expire on January 30, 2026, converts the interest on $100,000 of the Company's one-month SOFR-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 1.075% plus the borrowing spread. The execution of the Amended 2021 Swap did not have a material impact on our business, financial condition, results of operations or cash flow. On July 19, 2023, the Company entered into an interest rate swap agreement (the "Euribor Swap") with one bank that commenced on July 31, 2023, which converts the interest on €150,000 of the Company's Euribor-based borrowings from a variable rate plus the borrowing spread to a fixed rate of 3.257% plus the borrowing spread. Under the Euribor Swap, €50,000 will expire on July 31, 2026, with the remaining balance of €100,000 expiring on July 31, 2028. On September 12, 2023, the Company entered into six additional interest rate swap agreement (the "2023 Swaps") with six different banks that commenced on September 29, 2023, which convert the interest on $600,000 of the Company's one-month SOFR-based borrowings from a variable rate plus the borrowing spread to a blended fixed rate of 4.321% plus the borrowing spread. Under the 2023 Swaps, $50,000 will expire on August 31, 2026, $100,000 will expire on August 31, 2027, $200,000 will expire on August 31, 2028, $50,000 will expire on August 31, 2029 and the remaining balance of $200,000 will expire on August 31, 2030. The execution of the interest rate swap agreements in 2023 did not have a material impact on our business, financial condition, results of operations or cash flow. These interest rate swap agreements (the "Swaps") are accounted for as cash flow hedges.

The Company also uses derivative financial instruments to hedge its exposures to fluctuations in foreign currency exchange rates. The Company has various contracts outstanding which primarily hedge recognized assets or liabilities and anticipated transactions in various currencies including the Euro, British pound sterling, U.S. dollar, Canadian dollar, Japanese yen, Singapore dollar, Korean won, Swedish kroner, Chinese renminbi, Mexican peso, Hong Kong dollar and Swiss franc. Certain foreign currency derivative instruments are treated as cash flow hedges of forecasted transactions. All foreign exchange contracts are due within two years.

The Company does not use derivatives for speculative or trading purposes or to manage commodity exposures.

The Company records the derivatives at fair value on the Condensed Consolidated Balance Sheets within Prepaid Expenses and Other Current Assets, Other Assets, Accrued Liabilities or Other Liabilities depending on their fair value and remaining contractual period. Changes in the fair market value of derivatives accounted for as cash flow hedges are recorded to accumulated other comprehensive income (loss) and reclassified to earnings in a manner that matches the earnings impact of the hedged transaction. Reclassifications to earnings for the Swaps are recorded through interest expense and reclassifications to earnings for foreign exchange contracts are recorded through net sales. Changes in the fair market value of the foreign exchange contracts that are not designated hedging instruments are recorded directly to earnings through Other expense (income), net.

The fair values of the Amended 2021 Swap were $8,282 and $8,535 as of September 30, 2023 and December 31, 2022, respectively, the fair values of the Euribor Swap were $183 and $0 as of September 30, 2023 and December 31, 2022, respectively, and the fair values of the 2023 Swaps were $1,159 and $0 as of September 30, 2023 and December 31, 2022, respectively, and were recorded in Other Assets in the Condensed Consolidated Balance Sheets for the periods. The fair values

of the Company's other derivatives were not material to the Company's Condensed Consolidated Balance Sheets as of September 30, 2023 or December 31, 2022. See Note 11. The activity related to the derivatives that have been designated hedging instruments was not material to the Company's Condensed Consolidated Financial Statements for the periods ended September 30, 2023 or 2022. The Company recognized losses of $2,517 and $8,094 related to the foreign exchange contracts that are not accounted for as hedging instruments within other expense (income), net, in the Condensed Consolidated Statements of (Loss) Income for the three-month periods ended September 30, 2023 and 2022, respectively. The Company recognized losses of $5,466 and $18,671 related to the foreign exchange contracts that are not accounted for as hedging instruments within Other Expense (income), net, in the Consolidated Statements of (Loss) Income for the nine month periods ended September 30, 2023 and 2022, respectively. Such losses were substantially offset by net gains recorded on the underlying hedged asset or liability (the "underlying"). Offsetting net gains on the underlying are also recorded within Other expense (income), net.The Company's policy for classifying cash flows from derivatives is to report the cash flows consistent with the underlying hedged item. Other financing cash flows during the nine month periods ended September 30, 2023 and 2022, as presented on the Condensed Consolidated Statements of Cash Flows, include $6,346 and $17,271, respectively, of net cash payments related to the settlement of foreign currency hedges related to intercompany financing.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The provisions of the accounting standard for fair value define fair value 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. This standard classifies the inputs used to measure fair value 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 following table provides the assets and liabilities reported at fair value and measured on a recurring basis as of September 30, 2023 and December 31, 2022:

			Fair Value Measurements Using
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2023
Asset derivatives	$	10,712	$	—	$	10,712	$	—
Liability derivatives	(1,052)		—		(1,052)		—
Bank acceptances	10,615		—		10,615		—
Rabbi trust assets	1,791		1,791		—		—
Total	$	22,066	$	1,791	$	20,275	$	—
December 31, 2022
Asset derivatives	$	8,856	$	—	$	8,856	$	—
Liability derivatives	(1,023)		—		(1,023)		—
Bank acceptances	13,260		—		13,260		—
Rabbi trust assets	2,104		2,104		—		—
Total	$	23,197	$	2,104	$	21,093	$	—

The derivative contracts are valued using observable current market information as of the reporting date such as the prevailing SOFR-based interest rates and foreign currency spot and forward rates. Bank acceptances represent financial instruments accepted from certain China-based customers in lieu of cash paid on receivables, have maturities of one year or less and are

guaranteed by banks. The carrying amounts of the bank acceptances, which are included within prepaid expenses and other current assets, approximate fair value due to their short maturities. The fair values of rabbi trust assets are based on quoted market prices from various financial exchanges.

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Pension and Other Postretirement Benefits

9 Months Ended

Sep. 30, 2023

Retirement Benefits [Abstract]

Pension and Other Postretirement Benefits

Pension and Other Postretirement Benefits

Pension and other postretirement benefits (income) cost consisted of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
Pensions	2023		2022		2023		2022
Service cost	$	622	$	1,462	$	1,972	$	4,345
Interest cost	4,796		3,643		14,492		10,511
Expected return on plan assets	(7,453)		(7,264)		(22,436)		(21,801)
Amortization of prior service cost	88		97		258		304
Amortization of actuarial losses	402		3,098		1,240		9,755
Curtailment loss (gain)	—		1,158		(668)		1,158
Settlement gain	—		—		(731)		—
Special termination benefits	—		259		—		395
Net periodic benefit (income) cost	$	(1,545)	$	2,453	$	(5,873)	$	4,667

	Three Months Ended September 30,				Nine Months Ended September 30,
Other Postretirement Benefits	2023		2022		2023		2022
Service cost	$	10	$	19	$	29	$	58
Interest cost	282		197		842		606
Amortization of prior service cost	3		9		8		27
Amortization of actuarial gains	(37)		(1)		(110)		(2)
Net periodic benefit cost	$	258	$	224	$	769	$	689

The service cost component of net periodic benefit cost is included within Cost of sales and Selling and administrative expenses. The components of net periodic benefit (income) cost other than the service cost component are included in Other expense (income), net on the Condensed Consolidated Statements of (Loss) Income. See Note 14.

In July 2022, the Company authorized restructuring actions, which resulted in pension curtailment and settlement gains of $668 and $476, respectively, during the nine months ended September 30, 2023. See Note 17.

In February 2023, the Company elected to freeze the benefits associated with one of its U.S-based defined benefit pension plans. The action was approved in February and future benefits are scheduled to cease effective December 31, 2023. Pursuant to the applicable accounting guidance, the Company performed an interim remeasurement of its pension plan assets and obligations and recognized a curtailment gain as of January 31, 2023, represented by a $11,324 of non-cash after-tax increase in stockholders equity (through other non-owner changes to equity). This increase in stockholders equity resulted from favorable variances between expected and actual returns on pension plan assets and the net incremental change in the benefit obligation as a result of the elimination of future benefit accruals, partially offset by the impacts of changes in actuarial assumptions, primarily a decrease in discount rates.

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Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income TaxesThe Company's effective tax rate for the first nine months of 2023 was 67.6% compared with 111.0% in the first nine months of 2022 and 64.7% for the full year 2022. The increase in the effective tax rate in the first nine months of 2023 as compared with the rate for the full year 2022 is primarily due to the recording of a valuation allowance on disallowed interest expense under Section 163(j) and an increase in GILTI tax, both significantly impacted by the MB Aerospace acquisition. The increase is also due to a decrease in earnings in 2023 related to MB Aerospace acquisition costs of which a portion are capitalized for tax purposes. The increase is offset by the absence of a goodwill impairment charge of $68,194, which was not tax deductible for book purposes.

The Aerospace and Industrial segments have a number of multi-year tax holidays in China, Malaysia and Singapore. The China holiday was granted in 2021 and provides for a corporate income tax of 15% for the approved businesses. The China holiday runs for a three-year period ending December 31, 2023. It is anticipated that the Company will re-apply for the China holiday in 2024. The Aerospace segment was granted an income tax holiday for operations recently established in Malaysia. The Malaysia holiday commenced effective November 2020 (retroactively) and remains effective for a period of ten years. The Aerospace business was granted additional tax holidays in Singapore under the Pioneer program in the fourth quarter of 2022. The Singapore holiday provides reduced tax rates for certain Aerospace programs manufactured at the Singapore location and will run through December 2025. All of the holidays are subject to the Company meeting certain commitments in the respective jurisdictions.

In October 2021, the Organization for Economic Co-operation and Development ("OECD") introduced an inclusive framework to address tax challenges arising from the digitalization of the economy through a two-pillar solution. One of the components of the solution is the implementation of a global minimum corporate tax rate of 15% for large multinational corporations (“Pillar Two”). The OECD continues to release additional guidance on the two-pillar solution with implementation to begin in 2024 while reporting of the tax applicable will not occur until 2026.

On August 31, 2023, the Company completed its acquisition of MB Aerospace by acquiring all of the issued and outstanding shares of capital stock of MB Aerospace Holdings Inc., a Delaware corporation, in a taxable stock transaction. For accounting purposes, the assets and liabilities of MB Aerospace have been stepped up to fair market value which require the recording of deferred taxes on the associated step up. The Company has also determined that it is unlikely to recognize a tax benefit associated with MB Aerospace disallowed interest, net operating loss and credit carryforwards. As a result, the Company has booked a valuation allowance associated with these carryforwards. Additionally, the Company evaluated the impact of the MB Aerospace acquisition on the deferred tax assets of the Company. The Company determined that it was unlikely to be able to utilize legacy disallowed interest carryforwards and has recorded a corresponding valuation allowance. The Company will continue to evaluate associated Pillar Two impacts, and how they will be applied within the combined group of companies.

In August 2022, the U.S. government enacted tax legislation commonly referred to as the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA will impose a 1% excise tax on the fair market value of certain stock repurchased by a public traded company after December 31, 2022 and restored and modified certain tax-related energy incentives. The Company does not anticipate a material impact on our business, financial condition, results of operations or cash flow as a result of this change.

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Changes in Accumulated Other Comprehensive Income (Loss) by Component

9 Months Ended

Sep. 30, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Changes in Accumulated Other Comprehensive Income (Loss) by Component

Changes in Accumulated Other Comprehensive Income (Loss) by Component

The following tables set forth the changes in accumulated other comprehensive income (loss), net of tax, by component for the nine month periods ended September 30, 2023 and 2022:

	Gains and Losses on Cash Flow Hedges		Pension and Other Postretirement Benefit Items		Foreign Currency Items		Total
December 31, 2022	$	5,941	$	(108,640)	$	(117,801)	$	(220,500)
Other comprehensive income (loss) before reclassifications	2,456		10,717		(10,146)		3,027
Amounts reclassified from accumulated other comprehensive income to the Condensed Consolidated Statements of (Loss) Income	(1,793)		93		—		(1,700)
Net current-period other comprehensive income (loss)	663		10,810		(10,146)		1,327
September 30, 2023	$	6,604	$	(97,830)	$	(127,947)	$	(219,173)

	Gains and Losses on Cash Flow Hedges		Pension and Other Postretirement Benefit Items		Foreign Currency Items		Total
December 31, 2021	$	160	$	(112,307)	$	(39,691)	$	(151,838)
Other comprehensive income (loss) before reclassifications	5,765		(5,945)		(145,238)		(145,418)
Amounts reclassified from accumulated other comprehensive income to the Condensed Consolidated Statements of (Loss) Income	28		8,059		—		8,087
Net current-period other comprehensive income (loss)	5,793		2,114		(145,238)		(137,331)
September 30, 2022	$	5,953	$	(110,193)	$	(184,929)	$	(289,169)

The following table sets forth the reclassifications out of accumulated other comprehensive loss by component for the three month periods ended September 30, 2023 and 2022:

Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)				Affected Line Item in the Condensed Consolidated Statements of (Loss) Income
	Three Months Ended September 30, 2023		Three Months Ended September 30, 2022
Cash flow hedges
Interest rate contracts	$	1,146	$	266	Interest expense
Foreign exchange contracts	(278)		(45)		Net sales
	868		221		Total before tax
	(213)		(53)		Tax expense
	655		168		Net of tax
Pension and other postretirement benefit items
Amortization of prior service costs	$	(91)	$	(106)	(A)
Amortization of actuarial losses	(365)		(3,097)		(A)
Curtailment gain	—		(450)		(A)
Settlement gain	—		—		(A)
	(456)		(3,653)		Total before tax
	116		859		Tax benefit
	(340)		(2,794)		Net of tax
Total reclassifications in the period	$	315	$	(2,626)

(A) These accumulated other comprehensive income (loss) components are included within the computation of net periodic Pension and Other Postretirement Benefits cost. See Note 12.

The following table sets forth the reclassifications out of accumulated other comprehensive loss by component for the nine month periods ended September 30, 2023 and 2022:

Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)				Affected Line Item in the Consolidated Statements of (Loss) Income
	Nine Months Ended September 30, 2023		Nine Months Ended September 30, 2022
Cash flow hedges
Interest rate contracts	$	2,999	6		Interest expense
Foreign exchange contracts	(627)		(42)		Net sales
	2,372		(36)		Total before tax
	(579)		8		Tax benefit
	1,793		(28)		Net of tax
Pension and other postretirement benefit items
Amortization of prior service costs	$	(266)	$	(331)	(A)
Amortization of actuarial losses	(1,130)		(9,753)		(A)
Curtailment gain (loss)	241		(450)		(A)
Settlement gain	731		—		(A)
	(424)		(10,534)		Total before tax
	331		2,475		Tax benefit
	(93)		(8,059)		Net of tax
Total reclassifications in the period	$	1,700	$	(8,087)

(A) These accumulated other comprehensive income (loss) components are included within the computation of net periodic Pension and Other Postretirement Benefits cost. See Note 12.

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Information on Business Segments

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Information on Business Segments

Information on Business Segments

The Company is organized based upon the nature of its products and services and reports under two global business segments: Aerospace and Industrial. Segment information is consistent with how management reviews the businesses, makes investing and resource allocation decisions and assesses operating performance. The Company has not aggregated operating segments for purposes of identifying these two reportable segments.

Aerospace is a global manufacturer of complex fabricated and precision machined components and assemblies for turbine engines, nacelles and structures for both commercial and defense-related aircraft. The Aerospace Aftermarket business provides aircraft engine component MRO services, including services performed under our Component Repair Programs (“CRPs”), for many of the world’s major turbine engine manufacturers, commercial airlines and the defense market. The Aerospace Aftermarket activities also include the manufacture and delivery of aerospace aftermarket spare parts, including through revenue sharing programs (“RSPs”) under which the Company receives an exclusive right to supply designated aftermarket parts over the life of specific aircraft engine programs.

Industrial is a global provider of highly-engineered, high-quality precision components, products and systems for critical applications serving a diverse customer base in end-markets such as mobility, industrial equipment, automation, personal care, packaging, electronics, and medical devices. Focused on innovative custom solutions, Industrial participates in the design phase of components and assemblies whereby customers receive the benefits of application and systems engineering, new product development, testing and evaluation, and the manufacturing of final products. Products are sold primarily through its direct sales force and global distribution channels. Industrial's Molding Solutions business designs and manufactures customized hot runner systems, advanced mold cavity sensors and process control systems, and precision high cavitation mold assemblies - collectively, the enabling technologies for many complex injection molding applications. Effective January 1, 2023, the Company combined Industrial's Force & Motion Control business and Engineered Components business to form a single new strategic business called Motion Control Solutions business. The Motion Control Solutions business provides innovative cost effective force and motion control solutions for a wide range of metal forming and other industrial markets. The Motion Control Solutions business also manufactures and supplies precision mechanical products used in mobility and industrial applications,

including mechanical springs, and high-precision punched and fine-blanked components. The Automation business designs and develops robotic grippers, advanced end-of-arm tooling systems, sensors and other automation components for intelligent robotic handling solutions and industrial automation applications.

The following tables set forth information about the Company's operations by its two reportable segments:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net sales
Aerospace(A)	$	156,090	$	110,787	$	395,362	$	320,650
Industrial	204,898		203,959		639,977		627,746
Intersegment sales	—		(2)		(10)		(1)
Total net sales	$	360,988	$	314,744	$	1,035,329	$	948,395
Operating profit (loss)
Aerospace(A)	$	3,622	$	21,227	$	38,953	$	58,162
Industrial(B)	6,368		8,809		20,330		(25,200)
Total operating profit	9,990		30,036		59,283		32,962
Interest expense	22,792		3,357		34,612		10,249
Other expense (income), net	(874)		2,423		(2,427)		3,650
(Loss) income before income taxes	$	(11,928)	$	24,256	$	27,098	$	19,063

(A) The results of MB Aerospace, from the acquisition on August 31, 2023, have been included within the Company's Consolidated Financial Statements in the Aerospace segment for the three and nine months ended September 30, 2023.

(B) Industrial operating losses in the nine-month period ended September 30, 2022 include a $68,194 goodwill impairment charge.

	September 30, 2023		December 31, 2022
Assets
Aerospace(A)	$	1,484,676	$	590,598
Industrial	1,638,970		1,680,415
Other (B)	153,688		142,717
Total assets	$	3,277,334	$	2,413,730

(A) The increase in assets within the Aerospace segment primarily reflects the acquisition of MB Aerospace.

(B) "Other" assets include corporate-controlled assets, the majority of which are cash and cash equivalents and deferred tax assets.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Product Warranties

The Company provides product warranties in connection with the sale of certain products. From time to time, the Company is subject to customer claims with respect to product warranties. The Company accrues its estimated exposure for warranty claims at the time of sale based upon the length of the warranty period, historical experience and other related information known to the Company. Liabilities related to product warranties and extended warranties were not material as of September 30, 2023 and December 31, 2022.

In July 2021, a customer asserted breach of contract and contractual warranty claims regarding a part manufactured by the Company. The Company disputes the asserted claims and no litigation or other proceeding has been initiated. While it is currently not possible to determine the ultimate outcome of this matter, the Company intends to vigorously defend its position and believes that the ultimate resolution will not have a material adverse effect on the Company’s consolidated financial position or liquidity, but could be material to the consolidated results of operations of any one period.

Litigation

The Company is subject to litigation from time to time in the ordinary course of business and various other suits, proceedings

and claims are pending involving the Company and its subsidiaries. The Company records a loss contingency liability when a loss is considered probable and the amount can be reasonably estimated. While it is not possible to determine the ultimate disposition of each of these proceedings and whether they will be resolved consistent with the Company's beliefs, the Company expects that the outcome of such proceedings, individually or in the aggregate, will not have a material adverse effect on financial condition or results of operations.

Supplier Finance Programs

The Company participates in a Supplier Finance Program (the "Program") under which it agrees to pay a third-party finance provider the stated amount of confirmed invoices from participating suppliers based on the original invoice due date. Suppliers, at their sole discretion, may elect to finance confirmed invoices prior to their scheduled due date at a discounted price with the Company's third-party finance provider. Outstanding obligations related to the Program were not material as of September 30, 2023 and December 31, 2022. These obligations were recorded within Accounts Payable on the Condensed Consolidated Balance Sheets. The Company does not have any assets nor any other forms of guarantees pledged as security to the third-party finance provider as part of the Program.

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Business Reorganization

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Business Reorganization

Business Reorganizations

In July 2022, Company management, commenced a systematic multi-phased initiative to significantly reduce costs and integrate the Company's operations, decreasing complexity and focusing on improved performance across Industrial. More specifically, at this time, the Company announced a restructuring program to further reduce costs within the Industrial segment and, more broadly, transform our businesses in response to macroeconomic disruptions. Additional actions were subsequently announced in October 2022, April 2023 (including Aerospace) and, most recently, during the current quarter, in September 2023. Management continues to adjust its cost structures to align with market conditions.

The Company authorized restructuring actions (“2022 Actions”) focused on the consolidation of two manufacturing sites and a number of branch offices and changes in infrastructure to eliminate certain roles across a number of locations in the Industrial segment businesses in July and October 2022. Resulting pre-tax charges of $17,986 were recorded in 2022. Of the aggregate, $11,880 related to employee termination costs, primarily employee severance and other termination benefits, which are expected to be paid in cash by the end of 2023 and which were recorded within Selling and administrative expenses. The remaining $6,106 primarily related to $3,186 of accelerated depreciation of assets and $1,417 of pension curtailment losses and special termination benefits which were recorded in Cost of sales and Other expense (income), net, respectively.

During the third quarter of 2023, additional pre-tax charges of $3,156, primarily related to site consolidation and transfer of work charges, were recorded within Cost of sales, $233 of expenses were recorded within Selling and administrative expenses in the accompanying Condensed Consolidated Statements of (Loss) Income.

During the first nine months of 2023, additional pre-tax charges of $9,120, including $3,185 of accelerated depreciation of assets, $6,073 primarily related to site consolidation and transfer of work charges, were recorded within Cost of sales, $1,006 primarily related to employee and other termination benefits, were recorded within Selling and administrative expenses, and $1,144 of pension curtailment and settlement gains recorded were included within Other income (expense), net, in the accompanying Condensed Consolidated Statements of (Loss) Income.

A corresponding liability of $2,879, per below, related to the employee termination costs remained and was included within accrued liabilities as of September 30, 2023. The Company expects to incur additional costs of approximately $1,000 in 2023 related to the 2022 Actions, primarily related to transfer of work charges, which is payable in cash. The 2022 Actions are expected to be predominately completed in 2023.

The following table sets forth the change in the liability for the employee termination benefits related to the 2022 Actions:

December 31, 2022	$	10,900
Employee severance and other termination benefits	(594)
Payments	(7,427)
September 30, 2023	$	2,879

In April 2023, the Company authorized additional restructuring actions (“April 2023 Actions”) focused on manufacturing footprint optimization, including the consolidation of manufacturing sites and optimization of production. These actions include the geographic transfer of certain programs within both the Industrial and Aerospace segments and changes in infrastructure to

drive improvements and efficiencies in business processes, including the elimination of certain roles across several locations. Resulting pre-tax charges of $9,519 were recorded in the second quarter of 2023. Of the aggregate, $9,163 related to employee termination costs, primarily employee severance and other termination benefits, which are expected to be paid in cash by the end of 2025 and which were recorded within Selling and administrative Expenses. The remaining $356 primarily related to accelerated rent expenses and consulting fees, which were recorded within Selling and administrative expenses, in the accompanying Condensed Consolidated Statements of (Loss) Income. Of the aggregate charges recorded, $9,294 was reflected within the results of the Industrial segment and $225 was reflected within the results of the Aerospace segment. During the third quarter of 2023, additional pre-tax charges of $624, primarily related to $682 of transfer of work charges, were recorded within Cost of sales and offset by $(58) of selling and administrative expenses, in the accompanying Condensed Consolidated Statements of (Loss) Income. Of the aggregate charges recorded, $603 was reflected within the results of the Industrial segment and $21 was reflected within the results of the Aerospace segment. A corresponding liability of $6,975, per below, related to the employee termination costs remained and was included within accrued liabilities as of September 30, 2023. The Company expects to incur additional costs of approximately $4,000 in 2023 related to the April 2023 Actions, including approximately $1,000 related to the Aerospace segment and $3,000 related to the Industrial segment, all of which is payable in cash. The Company also expects to incur additional costs beyond 2023 of approximately $12,000 related to the April 2023 Actions, which are primarily related to transfer of work charges. Of the aggregate, approximately $8,000 and $4,000 relate to the Aerospace and Industrial segments, respectively. The April 2023 Actions are expected to be completed throughout multiple periods, with completion in 2025.

The following table sets forth the change in the liability for the employee termination benefits related to the April 2023 Actions:

December 31, 2022	$	—
Employee severance and other termination benefits	8,938
Payments	(1,963)
September 30, 2023	$	6,975

In September 2023, the Company authorized additional restructuring actions (“September 2023 Actions”) including organizational realignment within a Barnes Industrial business and within Barnes Aerospace following the MB Aerospace acquisition. Resulting pre-tax charges of $8,622 were recorded in the third quarter of 2023 related to employee termination costs, primarily employee severance and other termination benefits, which are expected to be paid in cash by the end of 2025 and which were recorded within Selling and administrative expenses in the accompanying Condensed Consolidated Statements of (Loss) Income. Of the aggregate charges recorded, $5,801 was reflected within the results of the Industrial segment and $2,821 was reflected within the results of the Aerospace segment. A corresponding liability of $7,320, per below, related to the employee termination costs remained and was included within accrued liabilities as of September 30, 2023. The Company does not expect any additional costs related to the September 2023 Actions to be significant.

The following table sets forth the change in the liability for the employee termination benefits related to the September 2023 Actions:

December 31, 2022	$	—
Employee severance and other termination benefits	8,622
Payments	(1,302)
September 30, 2023	$	7,320

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net (loss) income	$ (21,730)	$ 16,979	$ 8,780	$ (2,089)

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Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Recent Accounting Standards (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Changes and Error Corrections [Abstract]

Recently Adopted and Issued Accounting Standards

In October 2021, the FASB amended its guidance related to business combinations. The amended guidance requires entities to recognize and measure contract assets and contract liabilities acquired in business combinations on the acquisition date in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers. The new guidance is effective on a prospective basis for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company adopted this guidance, on a prospective basis, on January 1, 2023 and applied the guidance as it relates to the acquisition of MB Aerospace Holdings, Inc. (Note 3).

In September 2022, the FASB amended its guidance related to supplier finance programs. The amended guidance requires additional disclosures surrounding the use of supplier finance programs to purchase goods or services including disclosing the key terms of the programs, the amount of obligations outstanding at the end of the reporting period, and a roll-forward of those obligations. The new guidance, except the amendment on roll-forward information, is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendment on roll-forward information is effective for fiscal years beginning after December 15, 2023. The Company adopted this guidance within the Condensed Consolidated Financial Statements filed as of March 31, 2023 and it did not have a material impact on the Company's Condensed Consolidated Financial Statements, however it did result in additional disclosures pursuant to the new guidance. See Note 16.

Recently Issued Accounting Standards

The United Kingdom's Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), announced its intent to phase out the use of LIBOR by December 31, 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, identified the Secured Overnight Financing Rate (“SOFR”) as its preferred benchmark alternative to U.S. dollar LIBOR. Published by the Federal Reserve Bank of New York, SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transactions. In March 2020, in response to this transition, the FASB issued guidance related to this rate reform, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued by reference rate reform, and addresses operational issues likely to arise in modifying contracts to replace discontinued reference rates with new rates. In January 2021, the FASB issued further clarifying guidance regarding derivatives, as it relates to this transition. In December 2022, the FASB extended the expiration of the guidance through December 31, 2024. The Company’s Unsecured Credit Agreement (Note 9) and corresponding USD interest rate Swaps (Note 10) each mature in February 2026. In March 2021, the Intercontinental Exchange Benchmark Association announced that it will extend the publication of overnight, 1, 3, 6 and 12 month LIBOR rates until June 30, 2023, while ceasing publication of all other LIBOR rates including 1 week and 2 month rates. The Company's Unsecured Credit Agreement was further amended in October 2021 and in April 2022 to address the replacement of LIBOR via the LIBOR Transition Agreement and Amendment No. 1, respectively (see Note 9), with SOFR. The Company's corresponding interest rate Swaps were amended in May 2022 to address the replacement of LIBOR. As a result of the Company's contract amendments to address the replacement of LIBOR, the Company does not anticipate a material impact on our business, financial condition, results of operations or cash flow as a result of this change.

Fair Value Measurements

The provisions of the accounting standard for fair value define fair value 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. This standard classifies the inputs used to measure fair value 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.

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Acquisition (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the preliminary estimated fair values for each major class of assets acquired, net of cash acquired, and liabilities assumed at the Acquisition Date:

Accounts receivable	$	50,817
Inventories	78,464
Prepaid expenses and other current assets	18,836
Property, plant and equipment	80,480
Goodwill	318,307
Other intangible assets	321,000
Other Assets	10,627
Total Assets Acquired	878,531
Accounts payable	(21,826)
Accrued liabilities	(34,955)
Deferred income taxes	(83,886)
Other liabilities	(9,659)
Debt assumed	(9,423)
Total Liabilities Assumed	(159,749)
Net Assets Acquired	$	718,782

Business Acquisition, Pro Forma Information

The pro forma information does not include the effects of any synergies or cost reduction initiatives related to the acquisition.

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Net sales	$	416,088	$	380,644	$	1,249,129	$	1,153,395
Net (loss) income	(5,712)		1,781		6,122		(82,303)

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Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table presents the Company's revenue disaggregated by products and services, and geographic regions, by segment:

	Three Months Ended September 30, 2023						Three Months Ended September 30, 2022
	Aerospace		Industrial		Total Company		Aerospace		Industrial		Total Company
Products and Services(A)
Aerospace Original Equipment Manufacturing Products	$	97,994	$	—	$	97,994	$	65,229	$	—	65,229
Aerospace Aftermarket Products and Services	58,096		—		58,096		45,558		—		45,558
Motion Control Solutions Products (B)	—		91,442		91,442		—		93,527		93,527
Molding Solutions Products	—		99,428		99,428		—		97,243		97,243
Automation Products	—		14,028		14,028		—		13,187		13,187
	$	156,090	$	204,898	$	360,988	$	110,787	$	203,957	$	314,744
Geographic Regions (C)
Americas	$	106,608	$	89,574	$	196,182	$	78,535	$	96,201	$	174,736
Europe	29,708		74,777		104,485		19,859		65,637		85,496
Asia	17,213		38,738		55,951		10,888		40,995		51,883
Rest of World	2,561		1,809		4,370		1,505		1,124		2,629
	$	156,090	$	204,898	$	360,988	$	110,787	$	203,957	$	314,744

	Nine Months Ended September 30, 2023						Nine Months Ended September 30, 2022
	Aerospace		Industrial		Total Company		Aerospace		Industrial		Total Company
Products and Services(A)
Aerospace Original Equipment Manufacturing Products	$	246,094	$	—	$	246,094	$	200,360	$	—	200,360
Aerospace Aftermarket Products and Services	149,268		—		149,268		120,290		—		120,290
Motion Control Solutions Products (B)	—		290,356		290,356		—		282,120		144,537
Molding Solutions Products	—		303,082		303,082		—		301,488		301,488
Automation Products	—		46,529		46,529		—		44,136		44,136
	$	395,362	$	639,967	$	1,035,329	$	320,650	$	627,745	$	948,395
Geographic Regions (C)
Americas	$	279,029	$	278,768	$	557,797	$	231,798	$	271,176	$	502,974
Europe	70,776		235,406		306,182		58,343		222,776		281,119
Asia	38,876		119,670		158,546		26,553		129,484		156,037
Rest of World	6,681		6,123		12,804		3,956		4,309		8,265
	$	395,362	$	639,967	$	1,035,329	$	320,650	$	627,745	$	948,395

(A) The results of MB Aerospace, from the acquisition on August 31, 2023, have been included within the Company's revenue disaggregated by products and services, and geographic regions within the Aerospace Segment for the three and nine month periods ended September 30, 2023.

(B) Effective January 1, 2023, the Company combined Industrial's Force & Motion Control and Engineered Components businesses to form a single strategic business unit named Motion Control Solutions. As a result of the combination, Motion Control Solutions Products reflects product revenues that were previously disclosed as Force & Motion Control Products and Engineered Components Products. Prior period amounts have been reclassified to conform to the current year presentation.

(C) Sales by geographic region are based on the location to which the product is shipped and services are delivered.

Contract with Customer, Asset and Liability

Net contract assets (liabilities) consisted of the following:

	September 30, 2023		December 31, 2022		$ Change		% Change
Unbilled receivables (contract assets)	$	54,565	$	42,423	$	12,142	29	%
Contract liabilities	(43,259)		(27,857)		(15,402)		55	%
Net contract assets	$	11,306	$	14,566	$	(3,260)	(22)	%

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Stockholders Equity (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of changes in equity

A schedule of consolidated changes in equity for the nine months ended September 30, 2023 is as follows (number of shares in thousands):

	Common Stock (Number of Shares)	Common Stock (Amount)		Additional Paid-In Capital		Treasury Stock (Number of Shares)	Treasury Stock (Amount)		Retained Earnings		Accumulated Other Non-Owner Changes to Equity		Total Stockholders’ Equity
December 31, 2022	64,481	$	645	$	529,791	13,891	$	(531,507)	$	1,567,898	$	(220,500)	$	1,346,327
Comprehensive income	—	—		—		—	—		13,159		29,209		42,368
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,096)		—		(8,096)
Residual interest in subsidiary	—	—		(2,381)		—	—		—		—		(2,381)
Employee stock plans	23	—		2,665		6	(252)		(83)		—		2,330
March 31, 2023	64,504	$	645	$	530,075	13,897	$	(531,759)	$	1,572,878	$	(191,291)	$	1,380,548
Comprehensive income (loss)	—	—		—		—	—		17,352		(14,953)		2,399
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,099)		—		(8,099)
Employee stock plans	22	—		2,339		3	(124)		(76)		—		2,139
June 30, 2023	64,526	$	645	$	532,414	13,900	$	(531,883)	$	1,582,055	$	(206,244)	$	1,376,987
Comprehensive loss	—	—		—		—	—		(21,730)		(12,929)		(34,659)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,107)		—		(8,107)
Employee stock plans	59	1		3,363		12	(481)		(53)		—		2,830
September 30, 2023	64,585	$	646	$	535,777	13,912	$	(532,364)	$	1,552,165	$	(219,173)	$	1,337,051

A schedule of consolidated changes in equity for the nine months ended September 30, 2022 is as follows (number of shares in thousands):

	Common Stock (Number of Shares)	Common Stock (Amount)		Additional Paid-In Capital		Treasury Stock (Number of Shares)	Treasury Stock (Amount)		Retained Earnings		Accumulated Other Non-Owner Changes to Equity		Total Stockholders’ Equity
December 31, 2021	64,344	$	643	$	516,562	13,658	$	(523,642)	$	1,587,041	$	(151,838)	$	1,428,766
Comprehensive income (loss)	—	—		—		—	—		20,484		(2,590)		17,894
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,111)		—		(8,111)
Employee stock plans	12	1		2,665		2	(49)		(136)		—		2,481
March 31, 2022	64,356	$	644	$	519,227	13,660	$	(523,691)	$	1,599,278	$	(154,428)	$	1,441,030
Comprehensive loss	—	—		—		—	—		(39,552)		(69,962)		(109,514)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,081)		—		(8,081)
Common stock repurchases	—	—		—		200	(6,721)		—		—		(6,721)
Employee stock plans	23	—		3,548		3	(106)		(62)		—		3,380
June 30, 2022	64,379	$	644	$	522,775	13,863	$	(530,518)	$	1,551,583	$	(224,390)	$	1,320,094
Comprehensive income (loss)	—	—		—		—	—		16,979		(64,779)		(47,800)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,090)		—		(8,090)
Employee stock plans	70	—		3,592		19	(663)		(77)		—		2,852
September 30, 2022	64,449	$	644	$	526,367	13,882	$	(531,181)	$	1,560,395	$	(289,169)	$	1,267,056

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Equity (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of changes in equity

A schedule of consolidated changes in equity for the nine months ended September 30, 2023 is as follows (number of shares in thousands):

	Common Stock (Number of Shares)	Common Stock (Amount)		Additional Paid-In Capital		Treasury Stock (Number of Shares)	Treasury Stock (Amount)		Retained Earnings		Accumulated Other Non-Owner Changes to Equity		Total Stockholders’ Equity
December 31, 2022	64,481	$	645	$	529,791	13,891	$	(531,507)	$	1,567,898	$	(220,500)	$	1,346,327
Comprehensive income	—	—		—		—	—		13,159		29,209		42,368
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,096)		—		(8,096)
Residual interest in subsidiary	—	—		(2,381)		—	—		—		—		(2,381)
Employee stock plans	23	—		2,665		6	(252)		(83)		—		2,330
March 31, 2023	64,504	$	645	$	530,075	13,897	$	(531,759)	$	1,572,878	$	(191,291)	$	1,380,548
Comprehensive income (loss)	—	—		—		—	—		17,352		(14,953)		2,399
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,099)		—		(8,099)
Employee stock plans	22	—		2,339		3	(124)		(76)		—		2,139
June 30, 2023	64,526	$	645	$	532,414	13,900	$	(531,883)	$	1,582,055	$	(206,244)	$	1,376,987
Comprehensive loss	—	—		—		—	—		(21,730)		(12,929)		(34,659)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,107)		—		(8,107)
Employee stock plans	59	1		3,363		12	(481)		(53)		—		2,830
September 30, 2023	64,585	$	646	$	535,777	13,912	$	(532,364)	$	1,552,165	$	(219,173)	$	1,337,051

A schedule of consolidated changes in equity for the nine months ended September 30, 2022 is as follows (number of shares in thousands):

	Common Stock (Number of Shares)	Common Stock (Amount)		Additional Paid-In Capital		Treasury Stock (Number of Shares)	Treasury Stock (Amount)		Retained Earnings		Accumulated Other Non-Owner Changes to Equity		Total Stockholders’ Equity
December 31, 2021	64,344	$	643	$	516,562	13,658	$	(523,642)	$	1,587,041	$	(151,838)	$	1,428,766
Comprehensive income (loss)	—	—		—		—	—		20,484		(2,590)		17,894
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,111)		—		(8,111)
Employee stock plans	12	1		2,665		2	(49)		(136)		—		2,481
March 31, 2022	64,356	$	644	$	519,227	13,660	$	(523,691)	$	1,599,278	$	(154,428)	$	1,441,030
Comprehensive loss	—	—		—		—	—		(39,552)		(69,962)		(109,514)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,081)		—		(8,081)
Common stock repurchases	—	—		—		200	(6,721)		—		—		(6,721)
Employee stock plans	23	—		3,548		3	(106)		(62)		—		3,380
June 30, 2022	64,379	$	644	$	522,775	13,863	$	(530,518)	$	1,551,583	$	(224,390)	$	1,320,094
Comprehensive income (loss)	—	—		—		—	—		16,979		(64,779)		(47,800)
Dividends declared ($0.16 per share)	—	—		—		—	—		(8,090)		—		(8,090)
Employee stock plans	70	—		3,592		19	(663)		(77)		—		2,852
September 30, 2022	64,449	$	644	$	526,367	13,882	$	(531,181)	$	1,560,395	$	(289,169)	$	1,267,056

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Inventories (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

The components of inventories consisted of:

	September 30, 2023		December 31, 2022
Finished goods	$	104,046	$	105,965
Work-in-process	116,561		68,664
Raw material and supplies	150,062		108,773
	$	370,669	$	283,402

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Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table sets forth the change in the carrying amount of goodwill for each reportable segment and for the Company as of and for the period ended September 30, 2023:

	Industrial		Aerospace		Total Company
December 31, 2022 (A)	$	804,686	$	30,786	$	835,472
Acquisition related	—		$	318,307	$	318,307
Foreign currency translation	(1,438)		(267)		(1,705)
September 30, 2023	$	803,248	$	348,826	$	1,152,074

(A) Industrial amounts are net of accumulated goodwill impairment losses of $68,194.

Schedule of Intangible Assets

Other intangible assets consisted of:

		September 30, 2023				December 31, 2022
	Range of Life -Years	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Amortized intangible assets:
Revenue Sharing Programs (RSPs)	Up to 30	$	299,500	$	(173,404)	$	299,500	$	(164,162)
Component Repair Programs (CRPs)	Up to 30	111,839		(47,664)		111,839		(41,880)
Customer relationships	10-16	587,189		(172,627)		337,189		(156,442)
Patents and technology	4-18	178,433		(98,538)		123,433		(92,875)
Trademarks/trade names	10-30	10,949		(10,875)		10,949		(10,772)
Other	Up to 10	26,334		(8,074)		9,413		(2,966)
		1,214,244		(511,182)		892,323		(469,097)
Unamortized intangible assets:
Trade names		55,670		—		55,670		—
Foreign currency translation		(37,122)		—		(36,404)		—
Other intangible assets		$	1,232,792	$	(511,182)	$	911,589	$	(469,097)

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Debt (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Debt

Long-term debt and notes and overdrafts payable at September 30, 2023 and December 31, 2022 consisted of:

	September 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Revolving Credit Facility	$	662,937	$	664,674	$	466,672	$	464,373
Term Loan Facility	650,000		651,625		—		—
Unamortized deferred financing costs and original issue discount - Term Loan Facility	(12,915)		—		—		—
3.97% Senior Notes	—		—		100,000		96,894
Borrowings under lines of credit and overdrafts	29		29		8		8
Finance leases	12,243		11,947		4,404		4,085
	1,312,294		1,328,275		571,084		565,360
Less current maturities	(4,441)				(1,445)
Long-term debt	$	1,307,853			$	569,639

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table provides the assets and liabilities reported at fair value and measured on a recurring basis as of September 30, 2023 and December 31, 2022:

			Fair Value Measurements Using
Description	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2023
Asset derivatives	$	10,712	$	—	$	10,712	$	—
Liability derivatives	(1,052)		—		(1,052)		—
Bank acceptances	10,615		—		10,615		—
Rabbi trust assets	1,791		1,791		—		—
Total	$	22,066	$	1,791	$	20,275	$	—
December 31, 2022
Asset derivatives	$	8,856	$	—	$	8,856	$	—
Liability derivatives	(1,023)		—		(1,023)		—
Bank acceptances	13,260		—		13,260		—
Rabbi trust assets	2,104		2,104		—		—
Total	$	23,197	$	2,104	$	21,093	$	—

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Pension and Other Postretirement Benefits (Tables)

9 Months Ended

Sep. 30, 2023

Retirement Benefits [Abstract]

Schedule of Net Benefit Costs

Pension and other postretirement benefits (income) cost consisted of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
Pensions	2023		2022		2023		2022
Service cost	$	622	$	1,462	$	1,972	$	4,345
Interest cost	4,796		3,643		14,492		10,511
Expected return on plan assets	(7,453)		(7,264)		(22,436)		(21,801)
Amortization of prior service cost	88		97		258		304
Amortization of actuarial losses	402		3,098		1,240		9,755
Curtailment loss (gain)	—		1,158		(668)		1,158
Settlement gain	—		—		(731)		—
Special termination benefits	—		259		—		395
Net periodic benefit (income) cost	$	(1,545)	$	2,453	$	(5,873)	$	4,667

	Three Months Ended September 30,				Nine Months Ended September 30,
Other Postretirement Benefits	2023		2022		2023		2022
Service cost	$	10	$	19	$	29	$	58
Interest cost	282		197		842		606
Amortization of prior service cost	3		9		8		27
Amortization of actuarial gains	(37)		(1)		(110)		(2)
Net periodic benefit cost	$	258	$	224	$	769	$	689

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Changes in Accumulated Other Comprehensive Income (Loss) by Component (Tables)

9 Months Ended

Sep. 30, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Changes in Accumulated Other Comprehensive Income (Loss) By Component

The following tables set forth the changes in accumulated other comprehensive income (loss), net of tax, by component for the nine month periods ended September 30, 2023 and 2022:

	Gains and Losses on Cash Flow Hedges		Pension and Other Postretirement Benefit Items		Foreign Currency Items		Total
December 31, 2022	$	5,941	$	(108,640)	$	(117,801)	$	(220,500)
Other comprehensive income (loss) before reclassifications	2,456		10,717		(10,146)		3,027
Amounts reclassified from accumulated other comprehensive income to the Condensed Consolidated Statements of (Loss) Income	(1,793)		93		—		(1,700)
Net current-period other comprehensive income (loss)	663		10,810		(10,146)		1,327
September 30, 2023	$	6,604	$	(97,830)	$	(127,947)	$	(219,173)

	Gains and Losses on Cash Flow Hedges		Pension and Other Postretirement Benefit Items		Foreign Currency Items		Total
December 31, 2021	$	160	$	(112,307)	$	(39,691)	$	(151,838)
Other comprehensive income (loss) before reclassifications	5,765		(5,945)		(145,238)		(145,418)
Amounts reclassified from accumulated other comprehensive income to the Condensed Consolidated Statements of (Loss) Income	28		8,059		—		8,087
Net current-period other comprehensive income (loss)	5,793		2,114		(145,238)		(137,331)
September 30, 2022	$	5,953	$	(110,193)	$	(184,929)	$	(289,169)

Schedule of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss) to the Consolidated Statements of Income

The following table sets forth the reclassifications out of accumulated other comprehensive loss by component for the three month periods ended September 30, 2023 and 2022:

Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)				Affected Line Item in the Condensed Consolidated Statements of (Loss) Income
	Three Months Ended September 30, 2023		Three Months Ended September 30, 2022
Cash flow hedges
Interest rate contracts	$	1,146	$	266	Interest expense
Foreign exchange contracts	(278)		(45)		Net sales
	868		221		Total before tax
	(213)		(53)		Tax expense
	655		168		Net of tax
Pension and other postretirement benefit items
Amortization of prior service costs	$	(91)	$	(106)	(A)
Amortization of actuarial losses	(365)		(3,097)		(A)
Curtailment gain	—		(450)		(A)
Settlement gain	—		—		(A)
	(456)		(3,653)		Total before tax
	116		859		Tax benefit
	(340)		(2,794)		Net of tax
Total reclassifications in the period	$	315	$	(2,626)

(A) These accumulated other comprehensive income (loss) components are included within the computation of net periodic Pension and Other Postretirement Benefits cost. See Note 12.

The following table sets forth the reclassifications out of accumulated other comprehensive loss by component for the nine month periods ended September 30, 2023 and 2022:

Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)				Affected Line Item in the Consolidated Statements of (Loss) Income
	Nine Months Ended September 30, 2023		Nine Months Ended September 30, 2022
Cash flow hedges
Interest rate contracts	$	2,999	6		Interest expense
Foreign exchange contracts	(627)		(42)		Net sales
	2,372		(36)		Total before tax
	(579)		8		Tax benefit
	1,793		(28)		Net of tax
Pension and other postretirement benefit items
Amortization of prior service costs	$	(266)	$	(331)	(A)
Amortization of actuarial losses	(1,130)		(9,753)		(A)
Curtailment gain (loss)	241		(450)		(A)
Settlement gain	731		—		(A)
	(424)		(10,534)		Total before tax
	331		2,475		Tax benefit
	(93)		(8,059)		Net of tax
Total reclassifications in the period	$	1,700	$	(8,087)

(A) These accumulated other comprehensive income (loss) components are included within the computation of net periodic Pension and Other Postretirement Benefits cost. See Note 12.

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Information on Business Segments (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following tables set forth information about the Company's operations by its two reportable segments:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net sales
Aerospace(A)	$	156,090	$	110,787	$	395,362	$	320,650
Industrial	204,898		203,959		639,977		627,746
Intersegment sales	—		(2)		(10)		(1)
Total net sales	$	360,988	$	314,744	$	1,035,329	$	948,395
Operating profit (loss)
Aerospace(A)	$	3,622	$	21,227	$	38,953	$	58,162
Industrial(B)	6,368		8,809		20,330		(25,200)
Total operating profit	9,990		30,036		59,283		32,962
Interest expense	22,792		3,357		34,612		10,249
Other expense (income), net	(874)		2,423		(2,427)		3,650
(Loss) income before income taxes	$	(11,928)	$	24,256	$	27,098	$	19,063

(A) The results of MB Aerospace, from the acquisition on August 31, 2023, have been included within the Company's Consolidated Financial Statements in the Aerospace segment for the three and nine months ended September 30, 2023.

(B) Industrial operating losses in the nine-month period ended September 30, 2022 include a $68,194 goodwill impairment charge.

	September 30, 2023		December 31, 2022
Assets
Aerospace(A)	$	1,484,676	$	590,598
Industrial	1,638,970		1,680,415
Other (B)	153,688		142,717
Total assets	$	3,277,334	$	2,413,730

(A) The increase in assets within the Aerospace segment primarily reflects the acquisition of MB Aerospace.

(B) "Other" assets include corporate-controlled assets, the majority of which are cash and cash equivalents and deferred tax assets.

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Business Reorganization (Tables)

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Schedule of Change of Liability for Business Reorganization

The following table sets forth the change in the liability for the employee termination benefits related to the 2022 Actions:

December 31, 2022	$	10,900
Employee severance and other termination benefits	(594)
Payments	(7,427)
September 30, 2023	$	2,879

The following table sets forth the change in the liability for the employee termination benefits related to the April 2023 Actions:

December 31, 2022	$	—
Employee severance and other termination benefits	8,938
Payments	(1,963)
September 30, 2023	$	6,975

The following table sets forth the change in the liability for the employee termination benefits related to the September 2023 Actions:

December 31, 2022	$	—
Employee severance and other termination benefits	8,622
Payments	(1,302)
September 30, 2023	$	7,320

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Acquisition -Narrative (Details) - USD ($)			3 Months Ended		9 Months Ended
	Aug. 31, 2023	Jun. 05, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Business acquisitions, net of cash acquired					$ 718,782,000	$ 0
Operating profit (loss)			$ 9,990,000	$ 30,036,000	59,283,000	32,962,000
Pro forma inventory set-up			(3,019)		(3,019)
MB Aerospace Holdings, Inc.
Business Acquisition [Line Items]
Purchase price	$ 728,607,000	$ 728,607,000
Business acquisitions, net of cash acquired	718,782,000
Cash Acquired from Acquisition	9,825,000
Business Acquisition Cost Of Acquired Entity, Transaction Costs					20,982,000
Business Combination, Acquisition Related Costs			17,423		22,711,000
Due diligence cost					1,729,000
Net sales	26,476,000
Operating profit (loss)	7,386,000
Inventory set-up	8,019,000
Amortization of intangible assets	2,208
Pro forma depreciation and amortization adjustment			(4,032,000)	3,331,000	884,000	20,645,000
Pro forma transaction costs			(7,817,000)	0	(13,105,000)	13,105
Pro forma interest expense			(9,858,000)	7,993,000	3,209,000	17,506,000
Pro forma inventory set-up				$ 0		12,337,000
Pro forma inventory fair value adjustment						$ 12,337,000
MB Aerospace Holdings, Inc. | Selling, General and Administrative Expenses
Business Acquisition [Line Items]
Business Acquisition Cost Of Acquired Entity, Transaction Costs			7,817		13,105,000
MB Aerospace Holdings, Inc. | Interest Expense
Business Acquisition [Line Items]
Business Acquisition Cost Of Acquired Entity, Transaction Costs			$ 9,606		$ 9,606,000
MB Aerospace Holdings, Inc. | Revolving Credit Agreement
Business Acquisition [Line Items]
Long-term line of credit	1,000,000,000
MB Aerospace Holdings, Inc. | Term Loan Facility
Business Acquisition [Line Items]
Long-term line of credit	$ 650,000,000

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Acquisition - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ 1,152,074		$ 835,472
MB Aerospace Holdings, Inc.
Business Acquisition [Line Items]
Accounts receivable		$ 50,817
Inventories		78,464
Prepaid expenses and other current assets		18,836
Property, plant and equipment		80,480
Goodwill		318,307
Other intangible assets		321,000
Other Assets		10,627
Total Assets Acquired		878,531
Accounts payable		(21,826)
Accrued liabilities		(34,955)
Deferred income taxes		(83,886)
Other liabilities		(9,659)
Debt assumed		(9,423)
Total Liabilities Assumed		(159,749)
Net Assets Acquired		$ 718,782

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Acquisition - Schedule of Business Acquisition, Pro Forma (Details) - MB Aerospace Holdings, Inc. - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Net sales	$ 416,088	$ 380,644	$ 1,249,129	$ 1,153,395
Net (loss) income	$ (5,712)	$ 1,781	$ 6,122	$ (82,303)

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Revenue - Revenue by Category (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Net sales	$ 360,988	$ 314,744	$ 1,035,329	$ 948,395
Industrial
Disaggregation of Revenue [Line Items]
Net sales	204,898	203,957	639,967	627,745
Aerospace(A)
Disaggregation of Revenue [Line Items]
Net sales	156,090	110,787	395,362	320,650
Americas
Disaggregation of Revenue [Line Items]
Net sales	196,182	174,736	557,797	502,974
Americas | Industrial
Disaggregation of Revenue [Line Items]
Net sales	89,574	96,201	278,768	271,176
Americas | Aerospace(A)
Disaggregation of Revenue [Line Items]
Net sales	106,608	78,535	279,029	231,798
Europe
Disaggregation of Revenue [Line Items]
Net sales	104,485	85,496	306,182	281,119
Europe | Industrial
Disaggregation of Revenue [Line Items]
Net sales	74,777	65,637	235,406	222,776
Europe | Aerospace(A)
Disaggregation of Revenue [Line Items]
Net sales	29,708	19,859	70,776	58,343
Asia
Disaggregation of Revenue [Line Items]
Net sales	55,951	51,883	158,546	156,037
Asia | Industrial
Disaggregation of Revenue [Line Items]
Net sales	38,738	40,995	119,670	129,484
Asia | Aerospace(A)
Disaggregation of Revenue [Line Items]
Net sales	17,213	10,888	38,876	26,553
Rest of World
Disaggregation of Revenue [Line Items]
Net sales	4,370	2,629	12,804	8,265
Rest of World | Industrial
Disaggregation of Revenue [Line Items]
Net sales	1,809	1,124	6,123	4,309
Rest of World | Aerospace(A)
Disaggregation of Revenue [Line Items]
Net sales	2,561	1,505	6,681	3,956
Motion Control Solutions Products
Disaggregation of Revenue [Line Items]
Net sales	91,442	93,527	290,356	144,537
Motion Control Solutions Products | Industrial
Disaggregation of Revenue [Line Items]
Net sales	91,442	93,527	290,356	282,120
Motion Control Solutions Products | Aerospace(A)
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Molding Solutions Products
Disaggregation of Revenue [Line Items]
Net sales	99,428	97,243	303,082	301,488
Molding Solutions Products | Industrial
Disaggregation of Revenue [Line Items]
Net sales	99,428	97,243	303,082	301,488
Molding Solutions Products | Aerospace(A)
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Automation Products
Disaggregation of Revenue [Line Items]
Net sales	14,028	13,187	46,529	44,136
Automation Products | Industrial
Disaggregation of Revenue [Line Items]
Net sales	14,028	13,187	46,529	44,136
Automation Products | Aerospace(A)
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Aerospace Original Equipment Manufacturing Products
Disaggregation of Revenue [Line Items]
Net sales	97,994	65,229	246,094	200,360
Aerospace Original Equipment Manufacturing Products | Industrial
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Aerospace Original Equipment Manufacturing Products | Aerospace(A)
Disaggregation of Revenue [Line Items]
Net sales	97,994	65,229	246,094	200,360
Aerospace Aftermarket Products and Services
Disaggregation of Revenue [Line Items]
Net sales	58,096	45,558	149,268	120,290
Aerospace Aftermarket Products and Services | Industrial
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Aerospace Aftermarket Products and Services | Aerospace(A)
Disaggregation of Revenue [Line Items]
Net sales	$ 58,096	$ 45,558	$ 149,268	$ 120,290
Transferred at Point in Time
Disaggregation of Revenue [Line Items]
Revenue transferred percent	75.00%	80.00%	80.00%	80.00%
Transferred over Time
Disaggregation of Revenue [Line Items]
Revenue transferred percent	25.00%	20.00%	20.00%	20.00%

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Revenue - Contract Balances (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Unbilled receivables (contract assets)	$ 54,565		$ 54,565		$ 42,423
Unbilled receivables (contract assets), $ Change			$ 12,142
Unbilled receivables (contract assets), % Change			29.00%
Contract liabilities	(43,259)		$ (43,259)		(27,857)
Contract liabilities, $ Change			$ (15,402)
Contract liabilities, % Change			55.00%
Net contract assets	11,306		$ 11,306		14,566
Net contract assets, $ Change			$ (3,260)
Net contract assets, % change			(22.00%)
Customer advances	$ 10,731		$ 10,731		$ 9,593
Revenue recognized	15.00%	10.00%	85.00%	85.00%
MB Aerospace Holdings, Inc.
Disaggregation of Revenue [Line Items]
Unbilled receivables (contract assets), $ Change			$ 11,506

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Revenue - Remaining Performance Obligations (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining performance obligations	$ 538,898
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations, percentage	75.00%
Remaining performance obligation, expected timing	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations, percentage	30.00%
Remaining performance obligation, expected timing	24 months

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Stockholders Equity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period	$ 1,376,987	$ 1,380,548	$ 1,346,327	$ 1,320,094	$ 1,441,030	$ 1,428,766	$ 1,346,327	$ 1,428,766
Comprehensive income	(34,659)	2,399	42,368	(47,800)	(109,514)	17,894	10,107	(139,420)
Dividends declared	(8,107)	(8,099)	(8,096)	(8,090)	(8,081)	(8,111)
Common stock repurchases					6,721
MB Aerospace Acquisition			(2,381)
Employee stock plans	2,830	2,139	2,330	2,852	3,380	2,481
Balance at end of period	$ 1,337,051	$ 1,376,987	$ 1,380,548	$ 1,267,056	$ 1,320,094	$ 1,441,030	$ 1,337,051	$ 1,267,056
Dividends declared (in dollars per share)	$ 0.16	$ 0.16	$ 0.16	$ 0.16	$ 0.16	$ 0.16
Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period (in shares)	64,526	64,504	64,481	64,379	64,356	64,344	64,481	64,344
Balance at beginning of period	$ 645	$ 645	$ 645	$ 644	$ 644	$ 643	$ 645	$ 643
Employee stock plans (in shares)	59	22	23	70	23	12
Employee stock plans	$ 1			$ 0		$ 1
Balance at end of period (in shares)	64,585	64,526	64,504	64,449	64,379	64,356	64,585	64,449
Balance at end of period	$ 646	$ 645	$ 645	$ 644	$ 644	$ 644	$ 646	$ 644
Additional Paid-In Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period	532,414	530,075	529,791	522,775	519,227	516,562	529,791	516,562
MB Aerospace Acquisition			(2,381)
Employee stock plans	3,363	2,339	2,665	3,592	3,548	2,665
Balance at end of period	$ 535,777	$ 532,414	$ 530,075	$ 526,367	$ 522,775	$ 519,227	$ 535,777	$ 526,367
Treasury Stock, Common
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period (in shares)	13,900	13,897	13,891	13,863	13,660	13,658	13,891	13,658
Balance at beginning of period	$ (531,883)	$ (531,759)	$ (531,507)	$ (530,518)	$ (523,691)	$ (523,642)	$ (531,507)	$ (523,642)
Common stock repurchases (in shares)					200
Common stock repurchases					$ 6,721
Employee stock plans (in shares)	12	3	6	19	3	2
Employee stock plans	$ (481)	$ (124)	$ (252)	$ (663)	$ (106)	$ (49)
Balance at end of period (in shares)	13,912	13,900	13,897	13,882	13,863	13,660	13,912	13,882
Balance at end of period	$ (532,364)	$ (531,883)	$ (531,759)	$ (531,181)	$ (530,518)	$ (523,691)	$ (532,364)	$ (531,181)
Retained Earnings
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period	1,582,055	1,572,878	1,567,898	1,551,583	1,599,278	1,587,041	1,567,898	1,587,041
Comprehensive income	(21,730)	17,352	13,159	16,979	(39,552)	20,484
Dividends declared	(8,107)	(8,099)	(8,096)	(8,090)	(8,081)	(8,111)
Employee stock plans	(53)	(76)	(83)	(77)	(62)	(136)
Balance at end of period	1,552,165	1,582,055	1,572,878	1,560,395	1,551,583	1,599,278	1,552,165	1,560,395
Accumulated Other Non-Owner Changes to Equity
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance at beginning of period	(206,244)	(191,291)	(220,500)	(224,390)	(154,428)	(151,838)	(220,500)	(151,838)
Comprehensive income	(12,929)	(14,953)	29,209	(64,779)	(69,962)	(2,590)
Balance at end of period	$ (219,173)	$ (206,244)	$ (191,291)	$ (289,169)	$ (224,390)	$ (154,428)	$ (219,173)	$ (289,169)

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Net Income Per Common Share (Details) - shares	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net Income Per Common Share [Line Items]
Weighted average number of diluted shares outstanding adjustment (in shares)				190,797	139,951
Share-based Awards
Net Income Per Common Share [Line Items]
Antidilutive securities excluded from computation of EPS		683,374	875,706	757,813	823,365
Stock Options
Net Income Per Common Share [Line Items]
Options, granted (in shares)	120,195
Restricted Stock Units
Net Income Per Common Share [Line Items]
Other than options, granted (in shares)	152,476
Performance Share Awards
Net Income Per Common Share [Line Items]
Other than options, granted (in shares)	131,025
Performance period				3 years
Minimum range of target award of stock plan				0.00%
Maximum range of target award of stock plan				250.00%

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Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 104,046	$ 105,965
Work-in-process	116,561	68,664
Raw material and supplies	150,062	108,773
Inventories	$ 370,669	$ 283,402

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Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Goodwill:
Goodwill, beginning of period				$ 835,472
Acquisition related				318,307
Foreign currency translation				(1,705)
Goodwill, end of period		$ 1,152,074		1,152,074		$ 835,472
Other Intangible Assets:
Gross Amount		1,214,244		1,214,244		892,323
Accumulated Amortization		(511,182)		(511,182)		(469,097)
Foreign currency translation		(37,122)		(37,122)		(36,404)
Other intangible assets		1,232,792		1,232,792		911,589
Intangible Assets, Future Amortization Expense
Amortization of intangible assets		18,860	$ 11,747	42,084	$ 33,918
Amortization of intangible assets expected in 2022		25,000		25,000
Amortization of intangible assets expected in 2023		71,000		71,000
Amortization of intangible assets expected in 2024		70,000		70,000
Amortization of intangible assets expected in 2025		67,000		67,000
Amortization of intangible assets expected in 2026		66,000		66,000
Amortization of intangible assets expected in 2027		62,000		62,000
Goodwill, Impaired, Accumulated Impairment Loss						68,194
Goodwill impairment charge		0	0	0	$ 68,194
Impairment of trade names			$ 0
MB Aerospace Holdings, Inc.
Intangible Assets, Future Amortization Expense
Intangible assets acquired	$ 321,000
Trade names
Other Intangible Assets:
Unamortized intangible asset		55,670		55,670		55,670
Revenue Sharing Programs (RSPs)
Other Intangible Assets:
Gross Amount		299,500		299,500		299,500
Accumulated Amortization		(173,404)		(173,404)		(164,162)
Component Repair Programs (CRPs)
Other Intangible Assets:
Gross Amount		111,839		111,839		111,839
Accumulated Amortization		(47,664)		(47,664)		(41,880)
Customer relationships
Other Intangible Assets:
Gross Amount		587,189		587,189		337,189
Accumulated Amortization		(172,627)		(172,627)		(156,442)
Patents and technology
Other Intangible Assets:
Gross Amount		178,433		178,433		123,433
Accumulated Amortization		(98,538)		(98,538)		(92,875)
Trademarks/trade names
Other Intangible Assets:
Gross Amount		10,949		10,949		10,949
Accumulated Amortization		(10,875)		(10,875)		(10,772)
Other
Other Intangible Assets:
Gross Amount		26,334		26,334		9,413
Accumulated Amortization		(8,074)		(8,074)		(2,966)
Customer Relationships | MB Aerospace Holdings, Inc.
Intangible Assets, Future Amortization Expense
Intangible assets acquired	$ 250,000
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life	15 years
Developed Technology Rights | MB Aerospace Holdings, Inc.
Intangible Assets, Future Amortization Expense
Intangible assets acquired	$ 55,000
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life	18 years
Order or Production Backlog | MB Aerospace Holdings, Inc.
Intangible Assets, Future Amortization Expense
Intangible assets acquired	$ 16,000
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life	1 year
Industrial
Goodwill:
Goodwill, beginning of period				804,686
Acquisition related				0
Foreign currency translation				(1,438)
Goodwill, end of period		803,248		803,248		804,686
Intangible Assets, Future Amortization Expense
Goodwill, Impaired, Accumulated Impairment Loss		68,194		68,194
Goodwill impairment charge						(68,194)
Aerospace(A)
Goodwill:
Goodwill, beginning of period				30,786
Acquisition related				318,307
Foreign currency translation				(267)
Goodwill, end of period		$ 348,826		$ 348,826		$ 30,786
Minimum | Customer relationships
Other Intangible Assets:
Range of life		10 years		10 years
Minimum | Patents and technology
Other Intangible Assets:
Range of life		4 years		4 years
Minimum | Trademarks/trade names
Other Intangible Assets:
Range of life		10 years		10 years
Maximum | Revenue Sharing Programs (RSPs)
Other Intangible Assets:
Range of life		30 years		30 years
Maximum | Component Repair Programs (CRPs)
Other Intangible Assets:
Range of life		30 years		30 years
Maximum | Customer relationships
Other Intangible Assets:
Range of life		16 years		16 years
Maximum | Patents and technology
Other Intangible Assets:
Range of life		18 years		18 years
Maximum | Trademarks/trade names
Other Intangible Assets:
Range of life		30 years		30 years
Maximum | Other
Other Intangible Assets:
Range of life		10 years		10 years

XML

Debt - Debt Schedule (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Oct. 31, 2014
Debt Instrument [Line Items]
Carrying amount of debt	$ 29	$ 8
Carrying amount of finance leases	12,243	4,404
Fair value of finance leases	11,947	4,085
Carrying amount of debt and finance leases	1,312,294	571,084
Fair value of debt and finance leases	1,328,275	565,360
Less current maturities	(4,441)	(1,445)
Long-term debt	1,307,853	569,639
Revolving Credit Facility
Debt Instrument [Line Items]
Carrying amount of debt		466,672
Fair value of debt	664,674	464,373
Revolving Credit Facility | Credit Agreement | Secured Debt
Debt Instrument [Line Items]
Carrying amount of debt	650,000	0
Fees and expenses for executing admendments	(12,915)	0
Fair value of debt	651,625	0
Senior Notes | 3.97% Senior Notes
Debt Instrument [Line Items]
Carrying amount of debt	0	100,000
Fair value of debt	$ 0	96,894
Stated interest rate	3.97%		3.97%
Lines of Credit and Overdrafts
Debt Instrument [Line Items]
Carrying amount of debt	$ 29	8
Fair value of debt	$ 29	$ 8

XML

Debt - Narrative (Details) € in Thousands					9 Months Ended
	Aug. 31, 2023 USD ($)	Jun. 05, 2023 USD ($)	Apr. 06, 2022 USD ($)	Feb. 10, 2021 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 EUR (€)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 EUR (€)	Oct. 31, 2014 USD ($)
Debt Instrument [Line Items]
Notes and overdrafts payable					$ 29,000		$ 8,000
Finance lease					12,243,000		4,404,000
MB Aerospace Holdings, Inc.
Debt Instrument [Line Items]
Purchase price	$ 728,607,000	$ 728,607,000
MB Aerospace Holdings, Inc. | Revolving Credit Agreement
Debt Instrument [Line Items]
Long-term line of credit	1,000,000,000
Revolving Credit Facility
Debt Instrument [Line Items]
Notes and overdrafts payable							0
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					83,000,000
Carrying amount of debt							466,672,000
Bank Overdrafts
Debt Instrument [Line Items]
Notes and overdrafts payable					$ 29,000		8,000
Repayment period					2 days
3.97% Senior Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount									$ 100,000,000
Stated interest rate					3.97%	3.97%			3.97%
Carrying amount of debt					$ 0		100,000,000
Sixth Amendment Maturity February 2022 | Revolving Credit Facility | Euribor
Debt Instrument [Line Items]
Variable basis spread				1.175%
Sixth Amendment Maturity February 2022 | Revolving Credit Facility | Base Rate
Debt Instrument [Line Items]
Variable basis spread				0.175%
Sixth Amendment Maturity February 2022 and 3.97% Percent Senior Notes
Debt Instrument [Line Items]
Carrying amount of debt							466,672,000
Remaining borrowing capacity							533,328,000
Sixth Amendment Maturity February 2022 and 3.97% Percent Senior Notes | Euro Member Countries, Euro
Debt Instrument [Line Items]
Carrying amount of debt							$ 331,672,000	€ 310,700
Line of credit, interest rate at period end							3.67%	3.67%
Sixth Admendment Maturity February 2026 | Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity				$ 1,000,000,000
Debt covenant ratio of total debt to EBITDA				3.75
Fees and expenses for executing admendments				$ 4,306,000
Debt covenant material acquisition, debt to EBITDA				4.25
Sixth Admendment Maturity February 2026 | Revolving Credit Facility | Euribor
Debt Instrument [Line Items]
Variable basis spread				1.775%
Sixth Admendment Maturity February 2026 | Revolving Credit Facility | Base Rate
Debt Instrument [Line Items]
Variable basis spread				0.775%
Sixth Admendment Maturity February 2026 | Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Debt covenant ratio of senior debt to EBITDA				3.25
Sixth Admendment Maturity February 2026, Multicurrency Borrowings | Revolving Credit Facility | Euribor
Debt Instrument [Line Items]
Basis for variable basis spread				0.00%
Sixth Admendment Maturity February 2026, Multicurrency Borrowings | Revolving Credit Facility | Minimum | Euribor
Debt Instrument [Line Items]
Variable basis spread				1.175%
Sixth Admendment Maturity February 2026, Multicurrency Borrowings | Revolving Credit Facility | Maximum | Euribor
Debt Instrument [Line Items]
Variable basis spread				1.775%
Sixth Admendment Maturity February 2026 and 3.97% Senior Notes
Debt Instrument [Line Items]
Carrying amount of debt					662,937,000
Remaining borrowing capacity					337,063,000
Sixth Admendment Maturity February 2026 and 3.97% Senior Notes | Euro Member Countries, Euro
Debt Instrument [Line Items]
Carrying amount of debt					$ 317,937,000	€ 296,500
Line of credit, interest rate at period end					7.04%	7.04%
Amendment No. 1 | Revolving Credit Facility
Debt Instrument [Line Items]
Commitment fee amount			$ 1,037,000
Amendment No. 1 | Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Commitment fee percentage			0.15%
Amendment No. 1 | Revolving Credit Facility | Minimum | Base Rate
Debt Instrument [Line Items]
Variable basis spread			0.00%
Amendment No. 1 | Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Variable basis spread			0.975%
Amendment No. 1 | Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Commitment fee percentage			0.30%
Amendment No. 1 | Revolving Credit Facility | Maximum | Base Rate
Debt Instrument [Line Items]
Variable basis spread			0.70%
Amendment No. 1 | Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Variable basis spread			1.70%
Credit Agreement | Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 1,650,000,000
Floor interest rate	0.00%
Credit Agreement | Revolving Credit Facility | Revolving Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 1,000,000,000
Debt issuance costs, gross	3,058,000
Long-term line of credit	$ 698,000,000
Unused capacity, commitment fee percentage	0.35%
Debt instrument, covenant, maximum total net leverage ratio	5.50
Debt instrument, covenant, maximum total net leverage ratio, step down	4.00
Debt instrument, covenant, maximum total net leverage ratio, increase	0.50
Debt instrument, total net leverage ratio					3.77	3.77
Debt instrument, covenant, minimum interest coverage ratio	3.00
Debt instrument, interest coverage ratio					3.36	3.36
Credit Agreement | Revolving Credit Facility | Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 650,000,000
Carrying amount of debt					$ 650,000,000		$ 0
Interest rate during period					8.42%
Debt issuance costs, gross	8,283,000
Debt instrument, unamortized discount	$ 4,875,000
Debt instrument, original issue discount, percent	0.75%
Periodic amortization, percent	0.25%
Prepayment terms, maximum percentage of excess cash flow	50.00%
Prepayment terms, threshold amount	$ 50,000,000
Prepayment terms, threshold percent	15.00%
Prepayment terms, maximum cash proceeds, percent	100.00%
Debt instrument, prepayment premium, percent	1.00%
Credit Agreement | Revolving Credit Facility | Letter of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 50,000,000
Credit Agreement | Revolving Credit Facility | Base Rate | Revolving Credit Agreement
Debt Instrument [Line Items]
Variable basis spread	1.375%
Credit Agreement | Revolving Credit Facility | Base Rate | Secured Debt
Debt Instrument [Line Items]
Variable basis spread	2.00%
Credit Agreement | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Revolving Credit Agreement
Debt Instrument [Line Items]
Variable basis spread	2.375%
Credit Agreement | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Secured Debt
Debt Instrument [Line Items]
Variable basis spread	3.00%
Amendment No. 2 To Unsecured Credit Agreement | Revolving Credit Facility | Revolving Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		1,000,000,000
Amendment No. 2 To Unsecured Credit Agreement | Revolving Credit Facility | Bridge Loan
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 700,000,000
Long-term debt, term		364 days
Debt issuance costs, gross		$ 9,500,000

XML

Derivatives - Narrative (Details) € in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 12, 2023 USD ($)	Sep. 12, 2023 EUR (€)	Jul. 19, 2023 EUR (€) Bank interestRate	Dec. 31, 2022 USD ($)	Apr. 30, 2022	Mar. 24, 2021 USD ($)	Apr. 28, 2017 USD ($) Bank
Derivative [Line Items]
Net cash payments from settlement			$ (8,971)	$ (18,548)
Foreign Exchange Contract
Derivative [Line Items]
Net cash payments from settlement			6,346	17,271
Foreign Exchange Contract | Other Nonoperating Income (Expense)
Derivative [Line Items]
Amount of gain (loss) recognized in income on derivative	$ (2,517)	$ (8,094)	(5,466)	$ (18,671)
Amended 2021 Swap
Derivative [Line Items]
Asset fair value	8,282		8,282					$ 8,535
Euribor Swap
Derivative [Line Items]
Asset fair value	183		183					0
2023 Swap
Derivative [Line Items]
Asset fair value	$ 1,159		$ 1,159					$ 0
Derivatives designated as hedging instruments | Interest Rate Contract
Derivative [Line Items]
Number of banks transacted with for interest rate swap agreements (in banks) | Bank							1				1
Derivative amount of hedge						€ 600,000	€ 150,000			$ 100,000	$ 100,000
Leverage ratio, maximum					0.04321	0.04321	0.03257
Number of interest rate swap | interestRate							6
Fixed interest rate									1.075%	1.17%	1.92%
Term of contract			2 years
Derivatives designated as hedging instruments | Interest Rate Contract | Derivative Expiration Period One
Derivative [Line Items]
Derivative amount of hedge					$ 50,000		€ 50,000
Derivatives designated as hedging instruments | Interest Rate Contract | Derivative Expiration Period Two
Derivative [Line Items]
Derivative amount of hedge					100		€ 100,000
Derivatives designated as hedging instruments | Interest Rate Contract | Derivative Expiration Period Three
Derivative [Line Items]
Derivative amount of hedge					200,000
Derivatives designated as hedging instruments | Interest Rate Contract | Derivative Expiration Period Four
Derivative [Line Items]
Derivative amount of hedge					50,000
Derivatives designated as hedging instruments | Interest Rate Contract | Derivative Expiration Period Five
Derivative [Line Items]
Derivative amount of hedge					$ 200,000

XML

Fair Value Measurements (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Maximum
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Maturity of bank acceptances	1 year
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Asset derivatives	$ 0	$ 0
Liability derivatives	0	0
Bank acceptances	0	0
Rabbi trust assets	1,791	2,104
Financial assets and financial liabilities, reported at fair value	1,791	2,104
Significant Other Observable Inputs (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Asset derivatives	10,712	8,856
Liability derivatives	(1,052)	(1,023)
Bank acceptances	10,615	13,260
Rabbi trust assets	0	0
Financial assets and financial liabilities, reported at fair value	20,275	21,093
Significant Unobservable Inputs (Level 3)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Asset derivatives	0	0
Liability derivatives	0	0
Bank acceptances	0	0
Rabbi trust assets	0	0
Financial assets and financial liabilities, reported at fair value	0	0
Estimate of Fair Value, Fair Value Disclosure
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Asset derivatives	10,712	8,856
Liability derivatives	(1,052)	(1,023)
Bank acceptances	10,615	13,260
Rabbi trust assets	1,791	2,104
Financial assets and financial liabilities, reported at fair value	$ 22,066	$ 23,197

XML

Pension and Other Postretirement Benefits (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Feb. 28, 2023	Jul. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pension and other postretirement benefits expenses
Increase in stockholders equity	$ 11,324
Pensions
Pension and other postretirement benefits expenses
Service cost			$ 622,000	$ 1,462,000	$ 1,972,000	$ 4,345,000
Interest cost			4,796,000	3,643,000	14,492,000	10,511,000
Expected return on plan assets			(7,453,000)	(7,264,000)	(22,436,000)	(21,801,000)
Amortization of prior service cost			88,000	97,000	258,000	304,000
Amortization of actuarial losses			402,000	3,098,000	1,240,000	9,755,000
Curtailment loss (gain)		$ 0		1,158,000	(668,000)	1,158,000
Settlement gain		$ 476,000	0	0	731,000	0
Special termination benefits			0	259,000	0	395,000
Net periodic benefit (income) cost			(1,545,000)	2,453,000	(5,873,000)	4,667,000
Other Postretirement Benefits
Pension and other postretirement benefits expenses
Service cost			10,000	19,000	29,000	58,000
Interest cost			282,000	197,000	842,000	606,000
Amortization of prior service cost			3,000	9,000	8,000	27,000
Amortization of actuarial losses			(37,000)	(1,000)	(110,000)	(2,000)
Net periodic benefit (income) cost			$ 258,000	$ 224,000	$ 769,000	$ 689,000

XML

Income Taxes (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 31, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Tax Holiday [Line Items]
Effective tax rate				67.60%	111.00%	64.70%
Goodwill impairment charge		$ 0	$ 0	$ 0	$ 68,194
Goodwill impairment charge		$ 0	$ 0	$ 0	$ 68,194
Industrial
Income Tax Holiday [Line Items]
Goodwill impairment charge						$ (68,194)
Goodwill impairment charge						$ (68,194)
CHINA
Income Tax Holiday [Line Items]
Effective tax rate	15.00%

XML

Changes in Accumulated Other Comprehensive Income (Loss) by Component - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Changes in Accumulated Other Comprehensive Income by Component [Roll Forward]
Balance at beginning of period			$ (220,500)	$ (151,838)
Other comprehensive income (loss) before reclassifications			3,027	(145,418)
Amounts reclassified from accumulated other comprehensive income to the Condensed Consolidated Statements of (Loss) Income			(1,700)	8,087
Total other comprehensive (loss) income, net of tax	$ (12,929)	$ (64,779)	1,327	(137,331)
Balance at end of period	(219,173)	(289,169)	(219,173)	(289,169)
Gains and Losses on Cash Flow Hedges
Changes in Accumulated Other Comprehensive Income by Component [Roll Forward]
Balance at beginning of period			5,941	160
Other comprehensive income (loss) before reclassifications			2,456	5,765
Amounts reclassified from accumulated other comprehensive income to the Condensed Consolidated Statements of (Loss) Income			(1,793)	28
Total other comprehensive (loss) income, net of tax			663	5,793
Balance at end of period	6,604	5,953	6,604	5,953
Pension and Other Postretirement Benefit Items
Changes in Accumulated Other Comprehensive Income by Component [Roll Forward]
Balance at beginning of period			(108,640)	(112,307)
Other comprehensive income (loss) before reclassifications			10,717	(5,945)
Amounts reclassified from accumulated other comprehensive income to the Condensed Consolidated Statements of (Loss) Income			93	8,059
Total other comprehensive (loss) income, net of tax			10,810	2,114
Balance at end of period	(97,830)	(110,193)	(97,830)	(110,193)
Foreign Currency Items
Changes in Accumulated Other Comprehensive Income by Component [Roll Forward]
Balance at beginning of period			(117,801)	(39,691)
Other comprehensive income (loss) before reclassifications			(10,146)	(145,238)
Amounts reclassified from accumulated other comprehensive income to the Condensed Consolidated Statements of (Loss) Income			0	0
Total other comprehensive (loss) income, net of tax			(10,146)	(145,238)
Balance at end of period	$ (127,947)	$ (184,929)	$ (127,947)	$ (184,929)

XML

Changes in Accumulated Other Comprehensive Income (Loss) by Component - Amount Reclassified from Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	$ (22,792)	$ (3,357)	$ (34,612)	$ (10,249)
Net sales	360,988	314,744	1,035,329	948,395
Tax benefit	(9,802)	(7,277)	(18,318)	(21,152)
Net (loss) income	(21,730)	16,979	8,780	(2,089)
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net (loss) income	315	(2,626)	1,700	(8,087)
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | Cash flow hedges
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense	1,146	266	2,999	6
Net sales	(278)	(45)	(627)	(42)
(Loss) income before income taxes	868	221	2,372	(36)
Tax benefit	(213)	(53)	(579)	8
Net (loss) income	655	168	1,793	(28)
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | Amortization of prior service costs
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
(Loss) income before income taxes	(91)	(106)	(266)	(331)
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | Amortization of actuarial losses
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
(Loss) income before income taxes	(365)	(3,097)	(1,130)	(9,753)
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | Pension and Other Postretirement Benefit Items
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
(Loss) income before income taxes	(456)	(3,653)	(424)	(10,534)
Curtailment gain	0	(450)	241	(450)
Settlement gain	0	0	731	0
Tax benefit	116	859	331	2,475
Net (loss) income	$ (340)	$ (2,794)	$ (93)	$ (8,059)

XML

Information on Business Segments (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) Segment	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | Segment			2
Net sales	$ 360,988	$ 314,744	$ 1,035,329	$ 948,395
Operating profit (loss)	9,990	30,036	59,283	32,962
Interest expense	22,792	3,357	34,612	10,249
Other expense (income), net	(874)	2,423	(2,427)	3,650
(Loss) income before income taxes	(11,928)	24,256	27,098	19,063
Goodwill impairment charge	0	0	0	68,194
Industrial
Segment Reporting Information [Line Items]
Net sales	204,898	203,957	639,967	627,745
Goodwill impairment charge					$ (68,194)
Aerospace(A)
Segment Reporting Information [Line Items]
Net sales	156,090	110,787	395,362	320,650
Operating Segments | Industrial
Segment Reporting Information [Line Items]
Net sales	204,898	203,959	639,977	627,746
Operating profit (loss)	6,368	8,809	20,330	(25,200)
Goodwill impairment charge		68,194		68,194
Operating Segments | Aerospace(A)
Segment Reporting Information [Line Items]
Net sales	156,090	110,787	395,362	320,650
Operating profit (loss)	3,622	21,227	38,953	58,162
Intersegment sales
Segment Reporting Information [Line Items]
Net sales	$ 0	$ (2)	$ (10)	$ (1)

XML

Information on Business Segments Details 1 (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Assets	$ 3,277,334	$ 2,413,730
Operating Segments | Industrial
Segment Reporting Information [Line Items]
Assets	1,638,970	1,680,415
Operating Segments | Aerospace(A)
Segment Reporting Information [Line Items]
Assets	1,484,676	590,598
Other
Segment Reporting Information [Line Items]
Assets	$ 153,688	$ 142,717

XML

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Aug. 31, 2023	Jun. 05, 2023
MB Aerospace Holdings, Inc.
Business Acquisition [Line Items]
Purchase price	$ 728,607	$ 728,607

XML

Business Reorganization - Narrative (Details)	1 Months Ended		3 Months Ended	9 Months Ended
	Apr. 30, 2023 USD ($)	Jul. 31, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jul. 26, 2022 site
2022 Actions
Restructuring Cost and Reserve [Line Items]
Number of manufacturing sites | site							2
Charge for business reorganization		$ 17,986,000	$ 3,156,000	$ 9,120,000
Employee termination costs		11,880,000
Other restructuring costs		6,106,000
Pension expense		3,186,000
Accelerated depreciation		$ 1,417,000		3,185,000
Consolidation and transfer of work charges				6,073,000
Special employee termination benefits			233	1,006,000
Restructuring And Related Cost, Pension Curtailment				1,144,000
Liability for business reorganization			2,879,000	2,879,000		$ 10,900,000
2022 Actions | Employee Severance and Other Termination Benefits
Restructuring Cost and Reserve [Line Items]
Charge for business reorganization				(594,000)
Payments for Restructuring				7,427,000
2022 Actions | Forecast
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, expected cost					$ 1,000,000
2023 Actions
Restructuring Cost and Reserve [Line Items]
Charge for business reorganization	$ 9,519,000		624
Employee termination costs	9,163,000
Other restructuring costs	356,000
Liability for business reorganization	6,975,000		6,975,000	6,975,000		0
Restructuring and related cost, expected cost	12,000,000
Restructuring Costs	4,000,000
2023 Actions | Cost of Sales
Restructuring Cost and Reserve [Line Items]
Charge for business reorganization			682
2023 Actions | Selling, General and Administrative Expenses
Restructuring Cost and Reserve [Line Items]
Charge for business reorganization			(58)
2023 Actions | Employee Severance and Other Termination Benefits
Restructuring Cost and Reserve [Line Items]
Charge for business reorganization				8,938,000
Payments for Restructuring				1,963,000
2023 Actions | Industrial
Restructuring Cost and Reserve [Line Items]
Charge for business reorganization	9,294,000		603
Restructuring and related cost, expected cost	4,000,000
Restructuring Costs	3,000,000
2023 Actions | Aerospace(A)
Restructuring Cost and Reserve [Line Items]
Charge for business reorganization	225,000		21,000
Employee termination costs	1,000,000
Restructuring and related cost, expected cost	$ 8,000,000
September 2023 Actions
Restructuring Cost and Reserve [Line Items]
Charge for business reorganization			8,622,000
Liability for business reorganization			7,320,000	7,320,000		$ 0
September 2023 Actions | Employee Severance and Other Termination Benefits
Restructuring Cost and Reserve [Line Items]
Charge for business reorganization				8,622,000
Payments for Restructuring				$ 1,302,000
September 2023 Actions | Industrial
Restructuring Cost and Reserve [Line Items]
Charge for business reorganization			5,801,000
September 2023 Actions | Aerospace(A)
Restructuring Cost and Reserve [Line Items]
Charge for business reorganization			$ 2,821,000

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Business Reorganization - Change in Liability for Business Reorganization (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Jul. 31, 2022	Sep. 30, 2023	Sep. 30, 2023
2022 Actions
Restructuring Reserve [Roll Forward]
Balance at beginning of period			$ 10,900
Restructuring charges	$ 17,986	$ 3,156	9,120
Balance at end of period		2,879	2,879
2022 Actions | Employee Severance and Other Termination Benefits
Restructuring Reserve [Roll Forward]
Restructuring charges			(594)
Payments for Restructuring			(7,427)
September 2023 Actions
Restructuring Reserve [Roll Forward]
Balance at beginning of period			0
Restructuring charges		8,622
Balance at end of period		$ 7,320	7,320
September 2023 Actions | Employee Severance and Other Termination Benefits
Restructuring Reserve [Roll Forward]
Restructuring charges			8,622
Payments for Restructuring			$ (1,302)