Shipping and Handling

Shipping and handling costs included in selling, general and administrative expenses amounted to ~~$14.7~~$14.6 million and ~~$13.0~~$14.7 million for the second quarters of ~~2018~~2019 and ~~2017,~~2018, respectively, and were ~~$27.9~~$28.5 million and ~~$25.0~~$27.9 million for the first six months of ~~2018~~2019 and ~~2017,~~2018, respectively.

Research and Development

Research and development costs included in selling, general and administrative expenses amounted to ~~$8.3~~$9.5 million and ~~$7.2~~$8.3 million for the second quarters of ~~2018~~2019 and ~~2017,~~2018, respectively, and were ~~$16.8~~$18.8 million and ~~$14.3~~$16.8 million for the first six months of ~~2018~~2019 and ~~2017,~~2018, respectively.

~~Table of Contents~~

3. Revenue Recognition

The Company is a leading supplier of products that manage and conserve the flow of fluids and energy into, through and out of buildings in the residential and commercial markets of the Americas, Europe, and ~~Asia~~‑~~Pacific,~~Asia-Pacific, Middle East, and Africa (“APMEA”). For over 140 years, the Company has designed and produced valve systems that safeguard and regulate water systems, energy efficient heating and hydronic systems, drainage systems and water filtration technology that helps purify and conserve water.

The Company distributes products through four primary distribution channels: wholesale, original equipment manufacturers (OEMs), specialty, and do-it-yourself (DIY). The Company operates in three geographic segments: Americas, Europe, and APMEA. Each of these segments sells similar products, which are comprised of the following principal product lines:

●

Residential & commercial flow control products—includes products typically sold into plumbing and hot water applications such as backflow preventers, water pressure regulators, temperature and pressure relief valves, and thermostatic mixing valves.

●

HVAC & gas products—includes commercial ~~high~~‑~~efficiency~~high-efficiency boilers, water heaters and heating solutions, hydronic and electric heating systems for ~~under~~‑~~floor~~under-floor radiant applications, custom heat and hot water solutions, hydronic pump groups for boiler manufacturers and alternative energy control packages, and flexible stainless steel connectors for natural and liquid propane gas in commercial food service and residential applications. HVAC is an acronym for heating, ventilation and air conditioning.

●

Drainage & water re‑~~use~~re-use products—includes drainage products and engineered rain water harvesting solutions for commercial, industrial, marine and residential applications.

●

Water quality products—includes ~~point~~‑of‑~~use~~point-of-use and ~~point~~‑of‑~~entry~~point-of-entry water filtration, conditioning and scale prevention systems for both commercial and residential applications.

The following table disaggregates ~~our~~ revenue, which is presented as net sales in the financial statements, for each reportable segment, by distribution channel and principal product line:


	For the quarter ended July 1, 2018								For the six months ended July 1, 2018
			(in millions)								(in millions)
	Americas		Europe		APMEA		Consolidated		Americas		Europe		APMEA		Consolidated

																	For the second quarter ended June 30, 2019								For the six months ended June 30, 2019
																			(in millions)								(in millions)
Distribution Channel																	Americas		Europe		APMEA		Consolidated		Americas		Europe		APMEA		Consolidated
Wholesale	$	150.6	$	78.5	$	16.9	$	246.0	$	287.2	$	161.2	$	29.6	$	478.0	$	162.0	$	75.2	$	15.6	$	252.8	$	307.6	$	154.7	$	28.2	$	490.5
OEM		20.1		37.9		0.3		58.3		39.2		77.4		0.8		117.4		21.9		37.4		0.3		59.6		42.7		73.4		0.9		117.0
Specialty		86.1		—		1.6		87.7		153.7		—		2.8		156.5		87.9		—		0.7		88.6		163.9		—		1.0		164.9
DIY		15.2		0.7		—		15.9		33.0		1.5		—		34.5		15.2		0.6		—		15.8		31.7		1.4		—		33.1
Total	$	272.0	$	117.1	$	18.8	$	407.9	$	513.1	$	240.1	$	33.2	$	786.4	$	287.0	$	113.2	$	16.6	$	416.8	$	545.9	$	229.5	$	30.1	$	805.5

	For the quarter ended July 1, 2018								For the six months ended July 1, 2018
			(in millions)								(in millions)

																	For the second quarter ended June 30, 2019								For the six months ended June 30, 2019
																			(in millions)								(in millions)
Principal Product Line	Americas		Europe		APMEA		Consolidated		Americas		Europe		APMEA		Consolidated		Americas		Europe		APMEA		Consolidated		Americas		Europe		APMEA		Consolidated
Residential & Commercial Flow Control	$	151.0	$	44.7	$	13.2	$	208.9	$	290.9	$	92.0	$	22.7	$	405.6	$	161.3	$	43.6	$	11.6	$	216.5	$	308.7	$	89.1	$	22.3	$	420.1
HVAC and Gas Products		80.6		49.4		5.0		135.0		143.1		103.3		9.3		255.7		79.8		45.9		3.6		129.3		148.5		94.3		5.7		248.5
Drainage and Water Re-use Products		18.9		22.6		0.4		41.9		35.4		44.2		0.7		80.3		21.6		23.0		1.1		45.7		39.7		44.9		1.6		86.2
Water Quality Products		21.5		0.4		0.2		22.1		43.7		0.6		0.5		44.8		24.3		0.7		0.3		25.3		49.0		1.2		0.5		50.7
Total	$	272.0	$	117.1	$	18.8	$	407.9	$	513.1	$	240.1	$	33.2	$	786.4	$	287.0	$	113.2	$	16.6	$	416.8	$	545.9	$	229.5	$	30.1	$	805.5


	For the second quarter ended July 1, 2018								For the six months ended July 1, 2018
			(in millions)								(in millions)
Distribution Channel	Americas		Europe		APMEA		Consolidated		Americas		Europe		APMEA		Consolidated
Wholesale	$	150.6	$	78.5	$	16.9	$	246.0	$	287.2	$	161.2	$	29.6	$	478.0
OEM		20.1		37.9		0.3		58.3		39.2		77.4		0.8		117.4
Specialty		86.1		—		1.6		87.7		153.7		—		2.8		156.5
DIY		15.2		0.7		—		15.9		33.0		1.5		—		34.5
Total	$	272.0	$	117.1	$	18.8	$	407.9	$	513.1	$	240.1	$	33.2	$	786.4

	For the second quarter ended July 1, 2018								For the six months ended July 1, 2018
			(in millions)								(in millions)
Principal Product Line	Americas		Europe		APMEA		Consolidated		Americas		Europe		APMEA		Consolidated
Residential & Commercial Flow Control	$	151.0	$	44.7	$	13.2	$	208.9	$	290.9	$	92.0	$	22.7	$	405.6
HVAC and Gas Products		80.6		49.4		5.0		135.0		143.1		103.3		9.3		255.7
Drainage and Water Re-use Products		18.9		22.6		0.4		41.9		35.4		44.2		0.7		80.3
Water Quality Products		21.5		0.4		0.2		22.1		43.7		0.6		0.5		44.8
Total	$	272.0	$	117.1	$	18.8	$	407.9	$	513.1	$	240.1	$	33.2	$	786.4

The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to represent the contract with a customer. The Company’s contracts with customers are generally for products only and typically do not include other performance obligations such as professional services, extended warranties, or other material rights. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is

~~Table of Contents~~

subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. As the Company’s standard payment terms are less than one year, the Company has elected ~~the practical expedient under ASC 606-10-32-18~~ not to assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance

obligation is satisfied), which typically occurs at shipment from the Company’s manufacturing site or distribution center, or delivery to the customer’s named location. In certain circumstances, revenue from shipments to retail customers is recognized only when the product is consumed by the customer, as based on the terms of the arrangement, transfer of control is not satisfied until that point in time. In determining whether control has transferred, the Company considers if there is a present right to payment, physical possession and legal title, along with risks and rewards of ownership having transferred to the customer. In certain circumstances, the Company manufactures customized product without alternative use for its customers. However, as these arrangements do not entitle the Company a right to payment of cost plus a profit for work completed, the Company has concluded that revenue recognition at the point in time control transfers is appropriate and not over time recognition.

At times, the Company receives orders for products to be delivered over multiple dates that may extend across reporting periods. The Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered, assuming transfer of control has occurred. As scheduled delivery dates are within one year, under the optional exemption provided by ~~ASC 606-10-50-14~~the guidance, revenues allocated to future shipments of partially completed contracts are not disclosed.

The Company generally provides an assurance warranty that its products will substantially conform to the published specification. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically been immaterial. The Company does not consider activities related to such warranty, if any, to be a separate performance obligation. For certain of its products, the Company will separately sell extended warranty and service policies to its customers. The Company considers the sale of the extended warranty a separate performance obligation. These policies typically are for periods ranging from one to three years. Payments received are deferred and recognized over the policy period. For all periods presented, the revenue recognized and the revenue deferred under these policies is not material to the consolidated financial statements.

The timing of revenue recognition, billings and cash collections from the Company’s contracts with customers can vary based on the payment terms and conditions in the customer contracts. In some cases, customers will partially prepay for their goods; in other cases, after appropriate credit evaluations, payment is due in arrears. In addition, there are constraints which cause variability in the ultimate consideration to be recognized. These constraints typically include early payment discounts, volume rebates, rights of return, cooperative advertising, and market development funds. The Company includes these constraints in the estimated transaction price when there is a basis to reasonably estimate the amount of variable consideration. These estimates are based on historical experience, anticipated future performance and the Company’s best judgment at the time. When the timing of the Company’s recognition of revenue is different from the timing of payments made by the customer, the Company recognizes either a contract asset (performance precedes contractual due date) or a contract liability (customer payment precedes performance). Contracts with payment in arrears are recognized as receivables. The opening and closing balances of the Company’s contract assets and contract liabilities are as follows:


	Contract		Contract		Contract
	Assets		Liabilities - Current		Liabilities - Noncurrent
			(in millions)

							Contract		Contract		Contract
							Assets		Liabilities - Current		Liabilities - Noncurrent
									(in millions)
Balance - January 1, 2019							$	1.0	$	11.3	$	2.7
Change in period								(0.7)		0.1		—
Balance - March 31, 2019							$	0.3	$	11.4	$	2.7
Change in period								(0.2)		0.7		0.1
Balance - June 30, 2019							$	0.1	$	12.1	$	2.8

Balance - January 1, 2018	$	0.6	$	11.3	$	2.1	$	0.6	$	11.3	$	2.1
Change in period		1.1		0.2		0.3		1.1		0.2		0.3
Balance - April 1, 2018	$	1.7	$	11.5	$	2.4	$	1.7	$	11.5	$	2.4
Change in period		(0.3)		0.1		0.3		(0.3)		0.1		0.3
Balance - July 1, 2018	$	1.4	$	11.6	$	2.7	$	1.4	$	11.6	$	2.7

The amount of revenue recognized during the three and six months ended June 30, 2019 that was included in the opening contract liability balance was $2.8 million and $6.1 million, respectively. The amount of revenue recognized during the three and six months ended July 1, 2018 that was included in the opening contract liability balance was ~~$3.2~~$3.2 million and $6.1 million, respectively. This revenue consists primarily of revenue recognized for shipments of product which had been prepaid as well as the amortization of extended warranty and service policy revenue. The Company did not

recognize any material revenue from obligations satisfied in prior periods.

~~Table of Contents~~

~~The change in Contract Liabilities is not material for the three and six months ended July 1, 2018.~~ There were no impairment losses related to Contract Assets for the three and six months ended ~~July 1, 2018.~~June 30, 2019.

The Company incurs costs to obtain and fulfill a contract; however, the Company has elected ~~the practical expedient under ASC 340-40-24-4~~ to recognize all incremental costs to obtain a contract as an expense when incurred if the amortization period is one year or less. The Company has elected to treat shipping and handling activities performed after the customer has obtained control of the related goods as a fulfillment cost and the related cost is accrued for in conjunction with the recording of revenue for the goods.

4. Leases

~~4. Income Taxes~~

The ~~2017 Tax Act was enacted~~Company adopted ASC 842 effective January 1, 2019. The Company has a variety of categories of lease arrangements, including real estate, automobiles, manufacturing equipment, facility equipment, office equipment and certain service arrangements that are dependent on ~~December 22, 2017~~an identified asset. The Company’s real estate leases, which consist primarily of manufacturing facilities, office space and warehouses, represent approximately 80% of the Company’s operating lease liabilities and generally have a lease term between 2 and 15 years. The remaining leases primarily consist of automobiles, machinery and equipment used in the manufacturing processes (e.g., forklifts and pallets), general office equipment and certain service arrangements, each with various lease terms. The Company’s automobile leases typically have terms ranging from 3 to 5 years. The Company’s remaining population of leases have terms ranging from 2 to 15 years. Certain lease arrangements may contain renewal terms ranging from 1 to 5 years. The majority of the Company’s real estate, automobile, and equipment leases consist of fixed lease payments plus, for many of the Company’s leases, variable payments. For the Company’s real estate leases, variable payments include those for common area maintenance, property taxes, and insurance. For automobile leases, variable payments primarily include maintenance, taxes, and insurance. For equipment leases, variable payments include maintenance and payments based on usage. The Company has ~~resulted~~elected to account for lease and non-lease components as a single component for all leases. Therefore, all fixed costs within a lease arrangement are included in ~~significant changes to~~ the U.S. corporate income tax system. These changes include (1) lowering the U.S. corporate income tax rate from 35% to 21%, (2) implementing a base erosion and anti-abuse tax, (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries, (4) a new provision designed to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries, which allowsfixed lease payments for the ~~possibility of utilizing foreign tax credits~~single, combined lease component and used to ~~offset~~measure the tax liability (subject to limitations), (5) a lower effective U.S. tax rate on certain revenues from sources outside the U.S., and (6) a one-time mandatory deemed repatriation tax (“Toll Tax”) on foreign subsidiaries’ previously untaxed accumulated foreign earnings.

In the period ended December 31, 2017, the Company recorded a provisional tax expense of $25.1 million related to the 2017 Tax Act, which included a $23.3 million charge for the Toll Tax. For the six months ended July 1, 2018, the Company has not recorded any additional provisional expense or benefit related to the 2017 Tax Act.

In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows companies to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. These provisional amounts may be impacted by further analysis and future clarification and guidance regarding available tax accounting methods and elections, earnings and profits computations, foreign tax credit computations, and state tax conformity to federal tax changes. When the Company refines these provisional amounts, any adjustments will be recordedlease liability. Variable lease costs are recognized in the period ~~completed. The final analysis may be different from~~when the event, activity, or circumstance in the lease agreement occurs.

Some of the Company’s ~~current provisional amounts,~~lease agreements include Company options to either extend and/or early terminate the lease, the costs of which ~~could materially affect the Company’s tax obligations and effective tax rate in the period or periods in which the adjustments~~ are ~~made.~~

As of July 1, 2018, the amounts recorded for the 2017 Tax Act remain provisional for the Toll Tax, the remeasurement of deferred taxes, and gross foreign tax credit carryforwards and related valuation allowances to offset foreign tax credit carryforwards. Given the complexity of the 2017 Tax Act, the Company continues to gather the detailed information required to complete the accounting and evaluate the tax impact. Further, the Company has not yet determined its policy election with respect to whether to record deferred taxes for basis differences expected to reverse as a result of the GILTI provisions in future periods or use the period cost method.

~~Due to the complexity of the new GILTI tax rules, the Company has~~ included ~~an estimate of the current GILTI impact~~ in the Company’s ~~tax provision~~lease liability to the extent that such options are reasonably certain of being exercised. Renewal options are generally not included in the lease term for ~~2018.~~the Company’s existing leases because the Company is not reasonably certain to exercise these renewal options. The Company does not generally enter into leases involving the construction or design of the underlying asset, and nearly all of the assets the Company leases are not specialized in nature. The Company’s ~~GILTI estimate may be revised~~leases generally do not include termination options for either party to the lease or restrictive financial or other covenants. The Company’s lease agreements generally do not include residual value guarantees.

Right-of-use asset amounts reported in ~~future periods~~the consolidated balance sheet by asset category as ~~the Company obtains additional data, and~~of June 30, 2019 were as ~~the IRS issues new guidance on implementing the 2017 Tax Act.~~follows:


	June 30, 2019
	(in millions)
Operating Leases (1)
Real Estate	$	22.6
Automobile		3.1
Machinery and equipment		3.2
Total operating lease ROU Asset	$	28.9

Finance Leases (2)
Real Estate	$	14.6
Machinery and equipment		4.1
Less: Accumulated depreciation		(8.1)
Finance Leases, net	$	10.6

(1)	Included on the Company’s consolidated balance sheet in other assets (other, net).

(2)	Included on the Company’s consolidated balance sheet in property, plant and equipment.

1115

The maturity of the Company’s operating and finance lease liabilities as of June 30, 2019 was as follows:


	June 30, 2019
	Operating Leases		Finance Leases
	(in millions)
2019 (excluding the six months ended June 30, 2019)	$	5.3	$	0.9
2020		9.6		1.8
2021		5.5		0.9
2022		3.3		0.6
2023		2.3		0.2
Thereafter		4.8		0.1
Total undiscounted minimum lease payments	$	30.8	$	4.5
Less imputed interest		1.9		0.3
Total lease liabilities	$	28.9	$	4.2
Included in the consolidated balance sheet
Current lease liabilities (included in other current liabilities)		9.6		1.8
Non-Current lease liabilities (included in other non-current liabilities)		19.3		2.4
Total lease liabilities	$	28.9	$	4.2

The total lease cost consisted of the following amounts:


		Second Quarter Ended		Six Months Ended
		June 30, 2019		June 30, 2019
		(in millions)
Operating lease cost	$	3.0	$	5.9
Amortization of finance lease right-of-use assets:		0.3		0.6
Interest on lease liabilities		0.1		0.1
Variable lease cost		0.7		1.5
Total lease cost	$	4.1	$	8.1

The following information represents supplemental disclosure for the statement of cash flows related to operating and finance leases:


	June 30, 2019
	(in millions)
Operating cash flows from operating leases	$	5.9
Operating cash flows from finance leases		0.1
Financing cash flows from finance leases		0.8
Total cash paid for amounts included in the measurement of lease liabilities		6.8
Finance lease liabilities arising from obtaining right-of-use assets		0.3
Operating lease liabilities arising from obtaining right-of-use assets		0.3

The following summarizes additional information related to operating and finance leases:


	June 30, 2019
Weighted-average remaining lease term - finance leases		2.8	years
Weighted-average remaining lease term - operating leases		4.2	years
Weighted-average discount rate - finance leases		3.8	%
Weighted-average discount rate - operating leases		3.1	%

~~Table of Contents~~16

5. Goodwill & Intangibles

The Company operates in three geographic segments: Americas, Europe, and APMEA. The changes in the carrying amount of goodwill by geographic segment are as follows:

June 30, 2019

Gross Balance

Accumulated Impairment Losses

Net Goodwill

Acquired

Foreign

Balance

During

Currency

Balance

Impairment

Balance

January 1,

the

Translation

June 30,

January 1,

Loss During

June 30,

2019

Period

and Other

2019

the Period

2019

(in millions)

Americas

438.1

—

0.3

438.4

(24.5)

—

(24.5)

413.9

Europe

243.7

—

(0.7)

243.0

(129.7)

—

(129.7)

113.3

APMEA

30.1

—

(0.2)

29.9

(12.9)

—

(12.9)

17.0

Total

711.9

—

(0.6)

711.3

(167.1)

—

(167.1)

544.2


	December 31, 2018
	Gross Balance								Accumulated Impairment Losses						Net Goodwill
			Acquired		Foreign
	Balance		During		Currency		Balance		Balance		Impairment		Balance
	January 1,		the		Translation		December 31,		January 1,		Loss During		December 31,		December 31,
	2018		Period		and Other		2018		2018		the Period		2018		2018
	(in millions)
Americas	$	437.4	$	1.5	$	(0.8)	$	438.1	$	(24.5)	$	—	$	(24.5)	$	413.6
Europe		249.3		—		(5.6)		243.7		(129.7)		—		(129.7)		114.0
APMEA		30.9		—		(0.8)		30.1		(12.9)		—		(12.9)		17.2
Total	$	717.6	$	1.5	$	(7.2)	$	711.9	$	(167.1)	$	—	$	(167.1)	$	544.8

July 1, 2018

Gross Balance

Accumulated Impairment Losses

Net Goodwill

Acquired

Foreign

Balance

During

Currency

Balance

Balance

Impairment

Balance

January 1,

the

Translation

July 1,

January 1,

Loss During

July 1,

July 1,


2018

Period (1)

and Other

2018

2018

the Period

2018

2018

(in millions)

Americas

$
437.4

1.5

(0.5)

438.4

$
(24.5)

—

(24.5)

413.9

Europe

249.3

—

(4.2)

245.1

(129.7)

—

(129.7)

115.4

APMEA

30.9

—

(0.8)

30.1

(12.9)

—

(12.9)

17.2

Total

$
717.6

1.5

(5.5)

713.6

$
(167.1)

—

(167.1)

546.5

December 31, 2017

Gross Balance

Accumulated Impairment Losses

Net Goodwill

Acquired

Foreign

Balance

During

Currency

Balance

Balance

Impairment

Balance

January 1,

the

Translation

December 31,

January 1,

Loss During

December 31,

December 31,


2017

Period

and Other

2017

2017

the Period

2017

2017

(in millions)

Americas

$
434.7

2.0

0.7

437.4

$
(24.5)

—

(24.5)

412.9

Europe

234.9

—

14.4

249.3

(129.7)

—

(129.7)

119.6

APMEA

30.2

—

0.7

30.9

(12.9)

—

(12.9)

18.0

Total

$
699.8

2.0

15.8

717.6

$
(167.1)

—

(167.1)

550.5

~~(1)Americas goodwill additions during the first six months of 2018 relate to immaterial acquisitions.~~

Intangible assets include the following:


	July 1, 2018						December 31, 2017
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
	(in millions)

													June 30, 2019						December 31, 2018
													Gross				Net		Gross				Net
													Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
													Amount		Amortization		Amount		Amount		Amortization		Amount
													(in millions)
Patents	$	16.1	$	(15.7)	$	0.4	$	16.1	$	(15.4)	$	0.7	$	16.1	$	(15.8)	$	0.3	$	16.1	$	(15.8)	$	0.3
Customer relationships		233.1		(141.1)		92.0		233.2		(133.5)		99.7		232.9		(151.7)		81.2		232.9		(146.9)		86.0
Technology		54.6		(25.1)		29.5		53.9		(23.1)		30.8		54.6		(29.5)		25.1		54.6		(27.3)		27.3
Trade names		26.0		(10.7)		15.3		25.5		(9.7)		15.8		26.1		(12.3)		13.8		26.1		(11.5)		14.6
Other		4.3		(3.5)		0.8		6.9		(6.0)		0.9		4.3		(3.6)		0.7		4.3		(3.5)		0.8
Total amortizable intangibles		334.1		(196.1)		138.0		335.6		(187.7)		147.9		334.0		(212.9)		121.1		334.0		(205.0)		129.0
Indefinite-lived intangible assets		36.3		—		36.3		37.3		—		37.3		36.1		—		36.1		36.2		—		36.2
	$	370.4	$	(196.1)	$	174.3	$	372.9	$	(187.7)	$	185.2
													$	370.1	$	(212.9)	$	157.2	$	370.2	$	(205.0)	$	165.2

Aggregate amortization expense for amortized intangible assets for the second quarters ofended June 30, 2019 and July 1, 2018 ~~and 2017~~ was ~~$5.1~~$3.9 million and ~~$5.6~~$5.1 million, respectively, and for the first six months of 2019 and 2018 was $7.8 million and ~~2017, was~~ $10.7 million, ~~and $11.1 million,~~ respectively.

6. Restructuring

The Company’s Board of Directors approves all major restructuring programs that may involve the discontinuance of significant product lines or the shutdown of significant facilities. From time to time, the Company takes additional restructuring actions, including involuntary terminations that are not part of a major program. The Company accounts for these costs in the period that the liability is incurred. These costs are included in restructuring charges in the Company’s consolidated statements of operations.

In the third quarter of 2018, management initiated restructuring actions primarily associated with the European headquarters as well as cost savings initiatives at certain European manufacturing facilities. These actions included

reductions in force and other related costs within the Company’s Europe segment. The total restructuring charges associated with the program were initially estimated to be approximately $5.0 million. The Company increased its total expected pre-tax charges for the program to approximately $6.7 million as of June 30, 2019, primarily related to increased severance and other related costs. Pre-tax restructuring charges of approximately $1.3 million and $2.7 million were incurred for the three and six months ended June 30, 2019 relating to additional severance benefits and cost cutting actions, resulting in approximately $6.7 million of total program costs incurred to date. As of June 30, 2019, the costs associated with the 2018 actions had been fully incurred. Through June 30, 2019 the Company paid approximately $3.2 million of severance benefits and other related costs. The restructuring reserve associated with these actions was approximately $3.5 million as of June 30, 2019, and primarily relates to severance benefits.

7. Financial Instruments and Derivative Instruments

Fair Value

The carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments.

The fair value of the Company’s ~~5.05%~~5.05% senior notes due 2020 is based on quoted market prices of similar notes (level 2). The fair value of the Company’s borrowings outstanding under the Credit Agreement and the Company’s variable rate

~~Table of Contents~~

debt approximates its carrying value. The carrying amount and the estimated fair market value of the Company’s long-term debt, including the current portion, are as follows:


	July 1,		December 31,
	2018		2017
	(in millions)

					June 30,		December 31,
					2019		2018
					(in millions)
Carrying amount	$	411.3	$	499.5	$	345.0	$	355.0
Estimated fair value	$	412.0	$	501.1	$	345.8	$	355.4

Financial Instruments

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including deferred compensation plan assets and related liabilities, redeemable financial instruments, and derivatives. The fair values of these financial assets and liabilities were determined using the following inputs at ~~July 1, 2018~~June 30, 2019 and December 31, ~~2017:~~2018:


	Fair Value Measurement at July 1, 2018 Using:
			Quoted Prices in Active		Significant Other		Significant
			Markets for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in millions)

									Fair Value Measurement at June 30, 2019 Using:
											Quoted Prices in Active		Significant Other		Significant
											Markets for Identical		Observable		Unobservable
											Assets		Inputs		Inputs
									Total		(Level 1)		(Level 2)		(Level 3)
									(in millions)
Assets
Plan asset for deferred compensation(1)	$	3.0	$	3.0	$	—	$	—	$	2.4	$	2.4	$	—	$	—
Interest rate swaps (1)	$	8.8	$	—	$	8.8	$	—	$	2.3	$	—	$	2.3	$	—
Designated foreign currency hedge (2)	$	0.3	$	—	$	0.3	$	—
Total assets	$	12.1	$	3.0	$	9.1	$	—	$	4.7	$	2.4	$	2.3	$	—
Liabilities
Plan liability for deferred compensation(3)	$	3.0	$	3.0	$	—	$	—
Redeemable financial instrument(4)	$	2.8	$	—	$	—	$	2.8
Plan liability for deferred compensation(2)									$	2.4	$	2.4	$	—	$	—
Redeemable financial instrument(3)									$	2.8	$	—	$	—	$	2.8
Designated foreign currency hedges (4)									$	0.3	$	—	$	0.3	$	—
Total liabilities	$	5.8	$	3.0	$	—	$	2.8	$	5.5	$	2.4	$	0.3	$	2.8

Fair Value Measurements at December��31, 2017 Using:

Quoted Prices in Active

Significant Other

Significant

Markets for Identical

Observable

Unobservable



Assets

Inputs

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

(in millions)

Assets

Plan asset for deferred compensation(1)

$
3.2

$
3.2

$
—

$
—

Interest rate swaps (1)

$
5.6

$
—

$
5.6

$
—

Total assets

$
8.8

$
3.2

$
5.6

$
—

Liabilities

Plan liability for deferred compensation(3)

$
3.2

$
3.2

$
—

$
—

Redeemable financial instrument(4)

2.9

—

—

2.9

Total liabilities

$
6.1

$
3.2

$
—

$
2.9


	Fair Value Measurements at December 31, 2018 Using:
			Quoted Prices in Active		Significant Other		Significant
			Markets for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
	(in millions)
Assets
Plan asset for deferred compensation(1)	$	2.6	$	2.6	$	—	$	—
Interest rate swaps (1)	$	6.5	$	—	$	6.5	$	—
Total assets	$	9.1	$	2.6	$	6.5	$	—
Liabilities
Plan liability for deferred compensation(2)	$	2.6	$	2.6	$	—	$	—
Redeemable financial instrument(3)	$	2.8	$	—	$	—	$	2.8
Total liabilities	$	5.4	$	2.6	$	—	$	2.8

(1)	Included on the Company’s consolidated balance sheet in other assets (other, net).

~~(1)Included on the Company’s consolidated balance sheet in other assets (other, net).~~

(2)	Included on the Company’s consolidated balance sheet in accrued compensation and benefits.

~~(2) Included on the Company’s consolidated balance sheet in prepaid~~
(3)
Included on the Company’s consolidated balance sheet in accrued expenses and other ~~current assets.~~
~~(3)Included on the Company’s consolidated balance sheet in accrued compensation and benefits.~~
~~(4)Included on the Company’s consolidated balance sheet in other current~~ liabilities and relates to a mandatorily redeemable equity instrument as part of the Apex Valves Limited (“Apex”) acquisition in 2015.

(4)	Included on the Company’s consolidated balance sheet in accrued expenses and other liabilities.

On November 30, 2015, the Company acquired 80% of the outstanding shares of Apex Valves Limited (“Apex”) ~~acquisition in 2015.~~

~~Table of Contents~~

. The ~~table below provides~~aggregate purchase price was $20.4 million and the Company recorded a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the period December 31, 2017 to July 1, 2018.

Total realized and unrealized

Balance

(gains) losses included in:

Balance

December 31,

Net earnings

Comprehensive

July 1,


2017

Settlements

Purchases

adjustments

income

2018

(in millions)

Redeemable financial instrument

$
2.9

—

$
—

—

$
(0.1)

$
2.8

~~In connection with the acquisition of Apex, a~~long-term liability of $5.5 million ~~was recognized on November 30, 2015~~ as the estimate of the acquisition date fair value on the contractual call option to purchase the remaining 20% within three years of ~~the mandatorily redeemable equity instrument.~~closing. The Company acquired an additional 10% ownership in the ~~second~~first quarter of 2017 for ~~approximately~~ $2.9 million, ~~and now owns~~increasing the Company’s ownership to 90% of Apex outstanding shares. In the fourth quarter of 2018 the Company executed an agreement to extend the exercise of the contractual call option. The remaining liability isof $2.8 million as of June 30, 2019 and December 31, 2018, was classified as Level 3 under the fair value hierarchy as it iswas based on the commitment to purchase the remaining 10% of Apex shares ~~within the next year,~~ which iswas not observable in the market. The purchase of the remaining 10% of Apex shares was completed in the third quarter of 2019.

Cash equivalents consist of instruments with remaining maturities of three months or less at the date of purchase and consist primarily of money market funds, for which the carrying amount is a reasonable estimate of fair value.

The Company uses financial instruments from time to time to enhance its ability to manage risk, including foreign currency and commodity pricing exposures, which exist as part of its ongoing business operations. The use of derivatives exposes the Company to counterparty credit risk for nonperformance and to market risk related to changes in currency exchange rates and commodity prices. The Company manages its exposure to counterparty credit risk through diversification of counterparties. The Company’s counterparties in derivative transactions are substantial commercial banks with significant experience using such derivative instruments. The impact of market risk on the fair value and cash flows of the Company’s derivative instruments is monitored and the Company restricts the use of derivative financial instruments to hedging activities. The Company does not enter into contracts for trading purposes nor does the Company enter into any contracts for speculative purposes. The use of derivative instruments is approved by senior management under written guidelines.

Interest Rate Swaps

On February 12, 2016, the Company entered into a Credit Agreement (the “Credit Agreement”) pursuant to which it received a funding commitment under a Term Loan of $300 million, of which the entire $300 million has been drawn on, and a Revolving Commitment (“Revolver”) of $500 million, of which ~~$70.0~~$30.0 million had been drawn as of ~~July 1, 2018.~~June 30, 2019. Both facilities mature on February 12, 2021. For each facility, the Company can choose either an Adjusted LIBOR or Alternative Base Rate (“ABR”). Upon intended election of Adjusted LIBOR as the interest rate, the Term Loan has quarterly interest payments that began in May 2016, quarterly principal repayments that commenced on March 31, 2017, with a balloon payment of principal on maturity date. The Revolver has quarterly interest payments.

Accordingly, the Company’s earnings and cash flows are exposed to interest rate risk from changes in Adjusted LIBOR. In order to manage the Company’s exposure to changes in cash flows attributable to fluctuations in LIBOR-indexed interest payments related to the Company’s floating rate debt, the Company entered into two interest rate swaps. For each interest rate swap, the Company receives the three-month ~~USD-LIBOR~~USD-

LIBOR subject to a 0% floor, and pays a fixed rate of 1.31375% on a notional amount of $225.0 million. The swaps mature on February 12, 2021. The Company formally documents the hedge relationships at hedge inception to ensure that its interest rate swaps qualify for hedge accounting. On a quarterly basis, the Company assesses whether the interest rate swaps are highly effective in offsetting changes in the cash flow of the hedged item. The Company does not hold or issue interest rate swaps for trading purposes. The swaps are designated as cash flow hedges. For the ~~three~~second quarter and six months ended June 30, 2019, a loss of $1.9 million and $3.1 million, respectively, was recorded in Accumulated Other Comprehensive Loss to recognize the effective portion of the fair value of interest rate swaps that qualify as a cash flow hedge. For the second quarter and six months ended July 1, 2018, a gain of $0.5 million and $2.4 million, respectively, was recorded in Accumulated Other Comprehensive ~~Income~~Loss to recognize the effective portion of the fair value of interest rate swaps that qualify as a cash flow hedge. For the three and six months ended July 2, 2017, a loss of $0.8 million and $0.6 million, respectively, was recorded in Accumulated Other Comprehensive Income to recognize the effective portion of the fair value of interest rate swaps that qualify as a cash flow hedge.

Designated Foreign Currency Hedges

The Company’s foreign subsidiaries transact most business, including certain intercompany transactions, in foreign currencies. Such transactions are principally purchases or sales of materials. The Company has exposure to a number of

~~Table of Contents~~

foreign currencies, including the Canadian ~~Dollar,~~dollar, the euro, and the Chinese ~~Yuan. Beginning in~~yuan. Since the first quarter of 2018, the Company has used a layering methodology, whereby at the end of each quarter, the Company enters into forward exchange contracts hedging Canadian dollar to U.S. dollar, which hedge approximately 70% to 80% of the forecasted intercompany purchase transactions between one of the Company’s Canadian subsidiaries and the Company’s U.S. operating subsidiaries for the next twelve months. Beginning in the first quarter of 2019, the Company has used the similar layering methodology and entered into forward exchange contracts hedging U.S. dollar to the Chinese yuan, which hedge approximately 60% of the forecasted intercompany sales transactions between one of the Company’s Chinese subsidiaries and one of the Company’s U.S. operating subsidiaries for the next twelve months. As of ~~July 1, 2018,~~June 30, 2019, all designated foreign exchange hedge contracts were cash flow hedges under ASC 815, Derivatives and Hedging ("ASC 815"). The Company records the effective portion of the designated foreign currency hedge contracts in other comprehensive income until inventory turns and is sold to a third-party. Once the third-party transaction ~~occurs~~ associated with the hedged forecasted transaction occurs, the effective portion of any related gain or loss on the designated foreign currency hedge will be reclassified into ~~earnings.~~earnings within cost of goods sold. In the event the notional amount of the derivatives exceeds the forecasted intercompany purchases for a given month, the excess hedge position will be attributed to the following month’s forecasted purchases. However, if the following month’s forecasted purchases cannot absorb the excess hedge position from the current month, the effective portion of the hedge recorded in other comprehensive income will be reclassified to earnings.

The ~~Company had~~notional amounts outstanding as of June 30, 2019 for the Canadian dollar to U.S. dollar contracts and the U.S. dollar to the Chinese yuan contracts were $13.1 million and $8.9 million, respectively. The combined fair value of the Company’s designated foreign hedge contracts outstanding as of ~~July 1, 2018~~June 30, 2019 was a liability balance of $0.3 million. ~~For the three and six months ended July 1, 2018,~~As of June 30, 2019, the amount expected to be reclassified into ~~earnings~~cost of goods sold from other comprehensive income in the next twelve months for both programs is ~~not material to the financial statements.~~a loss of $0.2 million.

7.8. Earnings per Share and Stock Repurchase Program

The following tables set forth the reconciliation of the calculation of earnings per share:

For the Second Quarter Ended June 30, 2019

For the Second Quarter Ended July 1, 2018

Income

Shares

Per Share

Income

Shares

Per Share

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount

(Amounts in millions, except per share information)

Basic EPS:

Net income

36.4

34.1

1.06

36.0

34.4

1.05

Effect of dilutive securities:

Common stock equivalents

0.1

—

Diluted EPS:

Net income

36.4

34.2

1.06

36.0

34.4

1.05

For the Second Quarter Ended July 1, 2018

For the Second Quarter Ended July 2, 2017

Income

Shares

Per Share

Income

Shares

Per Share


(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount

(Amounts in millions, except per share information)

Basic EPS:

Net income

$
36.0

34.4

$
1.05

$
27.2

34.5

$
0.79

Effect of dilutive securities:

Common stock equivalents

—

—

Diluted EPS:

Net income

$
36.0

34.4

$
1.05

$
27.2

34.5

$
0.79

For the Six Months Ended June 30, 2019

For the Six Months Ended July 1, 2018

Income

Shares

Per Share

Income

Shares

Per Share

(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount

(Amounts in millions, except per share information)

Basic EPS:

Net income

67.4

34.1

1.97

64.2

34.4

1.87

Effect of dilutive securities:

Common stock equivalents

0.1

—

Diluted EPS:

Net income

67.4

34.2

1.97

64.2

34.4

1.87

For the Six Months Ended July 1, 2018

For the Six Months Ended July 2, 2017

Income

Shares

Per Share

Income

Shares

Per Share


(Numerator)

(Denominator)

Amount

(Numerator)

(Denominator)

Amount

(Amounts in millions, except per share information)

Basic EPS:

Net income

$
64.2

34.4

$
1.87

$
48.9

34.5

$
1.42

Effect of dilutive securities:

Common stock equivalents

—

—

Diluted EPS:

Net income

$
64.2

34.4

$
1.87

$
48.9

34.5

$
1.42

There were no options to purchase Class A common stock outstanding during the ~~three~~second quarters and six months ended June 30, 2019 or July 1, 2018 that would have been anti-dilutive. Options to purchase 0.1 million shares of Class A common stock were outstanding during the three and six months ended July 2, 2017 but were not included in the computation of diluted EPS because to do so would be anti-dilutive.

On July 27, 2015, the Company’s Board of Directors authorized the repurchase of up to $100 million of the Company’s Class A common stock from time to time on the open market or in privately negotiated transactions. ~~In connection with this~~On February 6, 2019, the Board of Directors authorized an additional stock repurchase program of up to $150 million of the Company’s Class A common stock to be purchased from time to time on the open market or in privately negotiated transactions. For both stock repurchase programs, the Company has entered into a Rule 10b5-1 plan, which permits shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time, subject to the terms of the Rule 10b5-1 plan the Company entered into with respect to the repurchase program. As of ~~July 1, 2018,~~June 30, 2019, there was approximately ~~$27.0~~$1.5 million remaining authorized for share repurchases under ~~this~~the July 27, 2015 program. The Company had not made any share repurchases under the February 6, 2019 program as of June 30, 2019.

~~Table of Contents~~

The following table summarizes the cost and the number of shares of Class A common stock repurchased under the July 27, 2015 program during the three and six months ended June 30, 2019 and July 1, ~~2018 and July 2, 2017:~~2018:

For the Second Quarter Ended

For the Second Quarter Ended

July 1, 2018

July 2, 2017

Number of shares

Cost of shares

Number of shares

Cost of shares


repurchased

repurchased

repurchased

repurchased

(amounts in millions, except share amount)
Total stock repurchased during the period:

58,579

$
4.5

72,674

$
4.5


	For the Second Quarter Ended			For the Second Quarter Ended
	June 30, 2019			July 1, 2018
	Number of shares	Cost of shares		Number of shares	Cost of shares
	repurchased	repurchased		repurchased	repurchased
	(Amounts in millions, except share amount)
Total stock repurchased during the period:	55,988	$	4.7	58,579	$	4.5


	For the Six Months Ended			For the Six Months Ended
	June 30, 2019			July 1, 2018
	Number of shares	Cost of shares		Number of shares	Cost of shares
	repurchased	repurchased		repurchased	repurchased
	(Amounts in millions, except share amount)
Total stock repurchased during the period:	130,397	$	10.3	138,634	$	10.8

For the Six Months Ended

For the Six Months Ended

July 1, 2018

July 2, 2017

Number of shares

Cost of shares

Number of shares

Cost of shares


repurchased

repurchased

repurchased

repurchased

(amounts in millions, except share amount)

Total stock repurchased during the period:

138,634

$
10.8

141,786

$
9.0

9. Stock-Based Compensation

~~8. Stock‑Based Compensation~~

The Company ~~maintains one stock incentive plan, the Second Amended~~issued 89,053 and ~~Restated 2004 Stock Incentive Plan (the “2004 Stock Incentive Plan”). The Company grants~~115,422 shares of restricted stock and deferred shares during the first six months of 2019 and 2018, respectively. The company grants these awards to key employees and stock awards to ~~non‑employee~~non-employee members of the Company’s Board of Directors under the 2004 Stock Incentive Plan. Stock awards to ~~non‑employee~~employees typically vest over a three-year period and awards to non-employee members of the Company’s Board of Directors vest immediately. Employees’ restricted stock awards and deferred shares typically vest over a three‑year period at the rate of one‑third per year. The restricted stock awards and deferred shares are amortized to expense on a straight-line basis over the vesting period. The Company issued 115,422 and 115,408 shares of restricted stock awards and deferred shares during the first six months of 2018 and 2017, respectively.

The Company also grants performance stock units to key employees under the 2004 Stock Incentive Plan. Performance stock units cliff vest at the end of a three-year performance period ~~set by the Compensation Committee of the Board of Directors at the time of grant. Upon vesting,~~with the number of shares of the Company’s Class A common stock awarded to each performance stock unit recipient ~~will be~~ determined based on the Company’s performance relative to certain performance goals set at the time the performance stock units were granted. ~~The recipient of a performance stock unit award may earn from zero shares to twice the number of target shares awarded to such recipient.~~ The performance stock units are amortized to expense over the vesting period, and based on the Company’s performance relative to the performance goals, which may be ~~adjusted. Changes to the estimated shares expected to vest will result in adjustments~~adjusted with changes to the related ~~share-based compensation~~ expense ~~that will be~~ recorded in the period of ~~change.~~adjustment. If the performance goals are not met, no awards are earned and previously recognized compensation expense is reversed. The Company granted ~~94,215~~82,898 and ~~98,812 of annual awards for~~94,215 performance stock units during the first six months of 2019 and 2018, ~~and 2017,~~ respectively. The performance goals for the performance stock units are based on the compound annual growth rate of the Company’s revenue over the three-year performance period and the Company’s return on invested capital (“ROIC”) for the third year of the performance period.

~~The Company also has a~~Under the Management Stock Purchase Plan ~~that~~(“MSPP”) the Company granted 37,486 restricted stock units (“RSUs”) and 36,208 RSUs during the first six months of 2019 and 2018, respectively. The MSPP allows for the granting of ~~restricted stock units (RSUs)~~RSUs to key employees. On an annual basis, key employees may elect to receive a portion of their annual incentive compensation in RSUs instead of cash. Participating employees may use up to 50% of their annual incentive bonus to purchase RSUs for a purchase price equal to 80% of the fair market value of the Company’s Class A common stock as of the date of grant. Upon vesting, each RSU is converted into one share of Class A common stock. RSUs vest either annually over a three-year period from the grant date or upon the third anniversary of the grant date. Receipt of the shares underlying RSUs is deferred for a minimum of three years, or such greater number of years as is chosen by the employee, from the date of grant. An aggregate of 2,000,000 shares of Class A common stock may be issued under the Management Stock Purchase Plan. The Company granted 36,208 RSU’s and 47,222 RSU’s during the first six months of 2018 and 2017, respectively.

~~Table of Contents~~

The fair value of ~~the 20% discount on~~ each ~~RSU~~share issued under the Management Stock Purchase Plan is estimated on the date of grant, using the ~~Black‑Scholes‑Merton~~Black-Scholes-Merton Model, based on the following weighted average assumptions:


	2018		2017

					2019		2018
Expected life (years)	3.0		3.0		3.0		3.0
Expected stock price volatility	24.1	%	25.0	%	23.3	%	24.1	%
Expected dividend yield	1.0	%	1.2	%	1.1	%	1.0	%
Risk-free interest rate	2.4	%	1.5	%	2.5	%	2.4	%

The ~~risk‑free~~risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant for the respective expected life of the RSUs. The expected life (estimated period of time outstanding) of RSUs and volatility were calculated using historical data. The expected dividend yield of stock is the Company’s best estimate of the expected future dividend yield.

The above assumptions were used to determine the weighted average ~~grant‑date~~grant-date fair value ~~on the discount~~ of RSUs granted of $22.16 and $21.80 in 2019 and ~~$16.84 in~~ 2018, ~~and 2017,~~ respectively.

A more detailed description of each of these plans can be found in Note 1314 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

9.10. Segment Information

The Company operates in three geographic segments: Americas, Europe, and APMEA. Each of these segments sells similar products and has separate financial results that are reviewed by the Company’s chief operating ~~decision‑~~decision-maker. Each segment earns revenue and income almost exclusively from the sale of its ~~products~~.products. The Company sells its products into various end markets around the world, with sales by region based upon location of the entity recording the sale. See Note 3 for further detail on the product lines sold into by region. All intercompany sales transactions have been eliminated. The accounting policies for each segment are the same as those described in Note 2 above and in Note 2 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

~~Table of Contents~~22

The following is a summary of the Company’s significant accounts and balances by segment, reconciled to its consolidated totals:


	Second Quarter Ended				Six Months Ended
	June 30,		July 1,		June 30,		July 1,
	2019		2018		2019		2018
	(in millions)
Net Sales
Americas	$	287.0	$	272.0	$	545.9	$	513.1
Europe		113.2		117.1		229.5		240.1
APMEA		16.6		18.8		30.1		33.2
Consolidated net sales	$	416.8	$	407.9	$	805.5	$	786.4
Operating income
Americas	$	50.7	$	46.7	$	93.8	$	83.1
Europe		12.8		12.9		26.0		27.8
APMEA		1.2		1.6		2.4		3.0
Subtotal reportable segments		64.7		61.2		122.2		113.9
Corporate(*)		(10.4)		(9.0)		(21.2)		(17.8)
Consolidated operating income		54.3		52.2		101.0		96.1
Interest income		(0.1)		(0.1)		(0.2)		(0.5)
Interest expense		3.7		4.4		7.3		8.7
Other (income) expense, net		(0.1)		(1.8)		0.4		(1.1)
Income before income taxes	$	50.8	$	49.7	$	93.5	$	89.0
Capital Expenditures
Americas	$	3.6	$	5.3	$	7.5	$	9.9
Europe		3.5		2.2		6.5		4.7
APMEA		0.3		0.4		0.3		0.6
Consolidated capital expenditures	$	7.4	$	7.9	$	14.3	$	15.2
Depreciation and Amortization
Americas	$	7.2	$	7.2	$	14.3	$	14.3
Europe		3.5		4.5		7.1		9.4
APMEA		0.7		0.6		1.4		1.3
Consolidated depreciation and amortization	$	11.4	$	12.3	$	22.8	$	25.0
Identifiable assets (at end of period)
Americas					$	1,052.4	$	1,027.3
Europe						516.3		510.1
APMEA						109.7		109.9
Consolidated identifiable assets					$	1,678.4	$	1,647.3
Property, plant and equipment, net (at end of period)
Americas					$	114.0	$	111.6
Europe						80.5		77.8
APMEA						6.4		6.8
Consolidated property, plant and equipment, net					$	200.9	$	196.2

Second Quarter Ended

Six Months Ended

July 1,

July 2,

July 1,

July 2,


2018

2017

2018

2017

(in millions)
Net Sales








Americas

$
272.0

$
250.5

$
513.1

$
479.2
Europe

117.1

110.7

240.1

215.6
APMEA

18.8

17.3

33.2

30.9
Consolidated net sales

$
407.9

$
378.5

$
786.4

$
725.7
Operating income

Americas

$
46.7

$
39.6

$
83.1

$
70.7
Europe

12.9

12.7

27.8

25.1
APMEA

1.6

1.8

3.0

2.8
Subtotal reportable segments

61.2

54.1

113.9

98.6
Corporate(*)

(9.0)

(9.3)

(17.8)

(18.1)
Consolidated operating income

52.2

44.8

96.1

80.5
Interest income

(0.1)

(0.2)

(0.5)

(0.4)
Interest expense

4.4

5.0

8.7

9.8
Other (income) expense, net

(1.8)

0.2

(1.1)

0.5
Income before income taxes

$
49.7

$
39.8

$
89.0

$
70.6
Capital Expenditures

Americas

$
5.3

$
3.8

$
9.9

$
8.1
Europe

2.2

1.3

4.7

2.6
APMEA

0.4

0.1

0.6

0.3
Consolidated capital expenditures

$
7.9

$
5.2

$
15.2

$
11.0
Depreciation and Amortization

Americas

$
7.2

$
8.0

$
14.3

$
15.1
Europe

4.5

4.6

9.4

8.9
APMEA

0.6

1.0

1.3

1.7
Consolidated depreciation and amortization

$
12.3

$
13.6

$
25.0

$
25.7
Identifiable assets (at end of period)

Americas

$
1,027.3

$
1,077.0
Europe

510.1

523.2
APMEA

109.9

111.7
Consolidated identifiable assets

$
1,647.3

$
1,711.9
Property, plant and equipment, net (at end of period)

Americas

$
111.6

$
106.0
Europe

77.8

78.4
APMEA

6.8

7.2
Consolidated property, plant and equipment, net

$
196.2

$
191.6

* Corporate expenses are primarily for administrative compensation expense, compliance costs, professional fees, including corporate-related legal and audit expenses, shareholder services and benefit administration costs.

The above operating segments are presented on a basis consistent with the presentation included in the Company’s December 31, ~~2017~~2018 consolidated financial statements included in its Annual Report on Form 10-K.

The U.S. property, plant and equipment of the Company’s Americas segment was $109.9 million and $107.6 million at June 30, 2019 and ~~$102.3 million at~~ July 1, 2018, ~~and July 2, 2017,~~ respectively.

~~Table of Contents~~23

The following includes U.S. net sales of the Company’s Americas segment:

Second Quarter Ended

Six Months Ended

July 1,

July 2,

July 1,

July 2,


2018

2017

2018

2017

(in millions)
U.S. net sales

$
254.3

$
234.9

$
479.5

$
448.6

Second Quarter Ended

Six Months Ended

June 30,

July 1,

June 30,

July 1,

2019

2018

2019

2018

(in millions)

U.S. net sales

269.4

254.3

512.9

479.5

The following includes intersegment sales for Americas, Europe and APMEA:


	Second Quarter Ended				Six Months Ended
	July 1,		July 2,		July 1,		July 2,
	2018		2017		2018		2017
	(in millions)

									Second Quarter Ended				Six Months Ended
									June 30,		July 1,		June 30,		July 1,
									2019		2018		2019		2018
									(in millions)
Intersegment Sales
Americas	$	3.4	$	3.6	$	6.0	$	6.4	$	3.0	$	3.4	$	5.9	$	6.0
Europe		3.5		4.0		6.9		7.9		4.2		3.5		7.9		6.9
APMEA		24.7		20.4		41.4		40.0		18.8		24.7		35.7		41.4
Intersegment sales	$	31.6	$	28.0	$	54.3	$	54.3	$	26.0	$	31.6	$	49.5	$	54.3

~~10.~~11. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of the following:


					Accumulated
	Foreign				Other
	Currency			Cash Flow	Comprehensive
	Translation			Hedges (1)	Loss
	(in millions)

Balance December 31, 2018	$	(126.3)	$	5.2	$	(121.1)
Change in period		(4.6)		(1.3)		(5.9)
Balance March 31, 2019	$	(130.9)	$	3.9	$	(127.0)
Change in period		3.5		(2.4)		1.1
Balance June 30, 2019	$	(127.4)	$	1.5	$	(125.9)

Balance December 31, 2017	$	(102.6)	$	3.5	$	(99.1)
Change in period		9.7		2.8		12.5
Balance April 01, 2018	$	(92.9)	$	6.3	$	(86.6)
Change in period		(26.6)		1.0		(25.6)
Balance July 01, 2018	$	(119.5)	$	7.3	$	(112.2)

Accumulated

Foreign

Other

Currency

Cash Flow

Comprehensive


Translation


Hedges (1)

Loss

(in millions)

Balance December 31, 2017

$
(102.6)

$
3.5

$
(99.1)

Change in period

9.7

2.8

12.5

Balance April 1, 2018

$
(92.9)

$
6.3

$
(86.6)

Change in period

(26.6)

1.0

(25.6)

Balance July 1, 2018

$
(119.5)

$
7.3

$
(112.2)

Balance December 31, 2016

$
(153.7)

$
2.9

$
(150.8)

Change in period

7.9

0.1

8.0

Balance April 02, 2017

$
(145.8)

$
3.0

$
(142.8)

Change in period

21.5

(0.7)

20.8

Balance July 02, 2017

$
(124.3)

$
2.3

$
(122.0)

(1)

~~(1)~~

Cash flow hedges include interest rate swaps and designated foreign currency hedges. See Note 67 for further details.

12. Debt

~~11. Debt~~

OnIn February ~~12,~~ 2016, the Company entered into the Credit Agreement among the Company, certain subsidiaries of the Company who become borrowers under the Credit Agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, and the other lenders referred to therein. The Credit Agreement provides for a $500 million, ~~five‑year,~~five-year, senior unsecured revolving credit facility (the “Revolving Credit Facility”) with a sublimit of up to $100 million in letters of credit. As of ~~July 1, 2018,~~June 30, 2019, the Company had drawn ~~$70.0~~$30.0 million on this line of credit. The Credit Agreement also provides for a $300 million, ~~five‑year,~~five-year, term loan facility (the “Term Loan Facility”) available to the Company in a single draw, of which the entire $300 million had been drawn in February 2016. The Company had ~~$266.3~~$240.0 million of borrowings outstanding on the Term Loan Facility as of ~~July 1, 2018~~June 30, 2019 and ~~$288.8~~$266.3 million outstanding as of July 2, 2017. Borrowings outstanding under the Revolving Credit Facility bear interest at a fluctuating rate per annum equal to an applicable percentage defined as (i) in the case of Eurocurrency rate loans, the ICE Benchmark Administration LIBOR rate plus an applicable percentage, ranging from 0.975% to 1.45%, determined by reference to the Company’s consolidated leverage ratio, or (ii) in the case of base rate loans and swing line loans, the highest of

~~Table of Contents~~

(a) the federal funds rate plus 0.5%, (b) the rate of interest in effect for such day as announced by JPMorgan Chase Bank, N.A. as its “prime rate,” and (c) the ICE Benchmark Administration LIBOR rate plus 1.0%, plus an applicable percentage, ranging from 0.00% to 0.45%, determined by reference to the Company’s consolidated leverage ratio. Borrowings outstanding under1, 2018. The Company paid total installments on the Term Loan Facility ~~will bear interest at a fluctuating rate per annum equal to an applicable percentage defined as~~of $15.0 million during the ~~ICE Benchmark Administration LIBOR rate plus an applicable percentage, ranging from 1.125% to 1.75%, determined by reference to the Company’s consolidated leverage ratio.~~first six months of 2019. The interest rates as of ~~July 1, 2018~~June 30, 2019 on the Revolving Credit Facility and on the Term Loan Facility were ~~3.13%~~3.46% and ~~3.58%~~3.79%, respectively.

The loan under the Term Loan Facility amortizes as follows: 0% per annum during the first year, 7.5% in the second and third years, 10% in the fourth and fifth years, and the remaining unpaid balance paid in full on the maturity date. Payments when due are made ratably each year in quarterly installments. The Company paid total installmentsterms of ~~$11.2 million during the first half of 2018. In addition to paying interest under the~~ Credit Agreement ~~the Company is also required to pay certain fees~~are further detailed in ~~connection with the Revolving Credit Facility, including, but not limited to, an unused facility fee and letter of credit fees. The Credit Agreement matures on February~~Note 12 ~~2021, subject to extension under certain circumstances and subject to the terms~~ of the ~~Credit Agreement. The Company may repay loans outstanding under the Credit Agreement from time~~Notes to ~~time without premium or penalty, other than customary breakage costs, if any, and subject to the terms~~Consolidated Financial Statements of the ~~Credit Agreement. Once repaid, amounts borrowed under~~Annual Report on Form 10-K for the ~~Term Loan Facility may not be borrowed again.~~year ended December 31, 2018.

The Company maintains letters of credit that guarantee its performance or payment to third parties in accordance with specified terms and conditions. Amounts outstanding were $25.8 million as of June 30, 2019 and July 1, ~~2018 and $25.7 million as of July 2, 2017.~~2018. The Company’s letters of credit are primarily associated with insurance coverage. The Company’s letters of credit generally expire within one year of issuance and are drawn down against the Revolving Credit Facility. These instruments may exist or expire without being drawn down. Therefore, they do not necessarily represent future cash flow obligations.

As of ~~July 1, 2018,~~June 30, 2019, the Company had ~~$404.2~~$444.2 million of unused and available credit under the Revolving Credit Facility and was in compliance with all covenants related to the Credit Agreement.

The Company is a party to a note agreement as further detailed in Note 1112 of the Notes to Consolidated Financial Statements of the Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018. This note agreement requires the Company to maintain a fixed charge coverage ratio of consolidated EBITDA plus consolidated rent expense during the period to consolidated fixed charges. Consolidated fixed charges are the sum of consolidated interest expense for the period and consolidated rent expense. As of ~~July 1, 2018,~~June 30, 2019, the Company was in compliance with all covenants regarding this note agreement.

~~12.~~13. Contingencies and Environmental Remediation

The Company is a defendant in numerous legal matters arising from its ordinary course of operations, including those involving product liability, environmental matters, and commercial disputes.

Other than the items described below, significant commitments and contingencies at ~~July 1, 2018~~June 30, 2019 are consistent with those discussed in Note 1516 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

As of ~~July 1, 2018,~~June 30, 2019, the Company estimates that the aggregate amount of reasonably possible loss in excess of the amount accrued for its legal contingencies is approximately ~~$5.7~~$5.2 million ~~pre‑tax.~~pre-tax. With respect to the estimate of reasonably possible loss, management has estimated the upper end of the range of reasonably possible loss based on (i) the amount of money damages claimed, where applicable, (ii) the allegations and factual development to date, (iii) available defenses based on the allegations, and/or (iv) other potentially liable parties. This estimate is based upon currently available information and is subject to significant judgment and a variety of assumptions, and known and unknown uncertainties. The matters underlying the estimate will change from time to time, and actual results may vary significantly from the current estimate. In the event of an unfavorable outcome in one or more of the matters, the ultimate liability may be in excess of amounts currently accrued, if any, and may be material to the Company’s operating results or cash flows for a particular quarterly or annual period. However, based on information currently known to it, management believes that the ultimate outcome of all matters, as they are resolved over time, is not likely to have a

~~Table of Contents~~

material adverse effect on the financial condition of the Company, though the outcome could be material to the Company’s operating results for any particular period depending, in part, upon the operating results for such period.

Chemetco, Inc. Superfund Site, Hartford, Illinois

In August 2017, Watts Regulator Co. (a wholly-owned subsidiary of the Company) received a “Notice of Environmental Liability” from the Chemetco Site Group (“Group”) alleging that it is a potentially responsible party for the Chemetco,

Inc. Superfund Site in Hartford, Illinois (the ~~Site)~~“Site”) because it arranged for the disposal or treatment of hazardous substances that were contained in materials sent to the Site and that resulted in the release or threat of release of hazardous substances at the Site. ~~As of August 2017, 162 companies were members of the Group.~~ The letter offered Watts Regulator Co. the opportunity to join the Group and participate in the Remedial Investigation and Feasibility Study (“RI/FS”) at the Site. Watts Regulator Co. joined the Group in September 2017 and was added in March 2018 as a signatory, together with 43 other new Group members, to the Administrative Settlement Agreement and Order on Consent with the United States Environmental Protection Agency (“USEPA”) governing completion of the RI/FS. The Group brought suit in the United States District Court for the Southern District of Illinois seeking response costs from other potentially responsible parties in February 2018. On March 1, 2019, the Group’s claims were dismissed voluntarily, without prejudice, to allow the Group time to complete its reconstruction of computerized transaction records maintained by the former Site owner. To date, the Group has entered settlements with more than 675 defendants, and with approximately 20 former Group members, for payment of response costs. Based on information currently known to it, management believes that Watts Regulator Co.’s share of the costs of the RI/FS is not likely to have a material adverse effect on the financial condition of the Company, or have a material adverse effect on the Company’s operating results for any particular period. In February 2018, the Group commenced suit in the United States District Court for the Southern District of Illinois seeking response costs from other potentially responsible parties for the Site. The Group has identified more than 2,000 additional potentially responsible parties to date. The Company is unable to estimate a range of reasonably possible loss for the above matter in which damages have not been specified because: (i) the RI/FS has not been completed to determine what remediation plan will be implemented and the costs of such plan; (ii) the total number of potentially responsible parties who may or may not agree to fund or perform any remediation has not yet been determined; (iii) the share contribution for potentially responsible parties to any remediation has not been determined; and (iv) the number of years required to complete the RI/FS and implement a remediation plan acceptable to USEPA is uncertain.

~~13.~~14. Subsequent Events

On July ~~30, 2018,~~29, 2019, the Company declared a quarterly dividend of ~~twenty-one~~twenty-three cents ($~~0.21)~~0.23) per share on each outstanding share of Class A common stock and Class B common stock payable on September ~~14, 2018~~13, 2019 to stockholders of record on August ~~31, 2018.~~30, 2019.

~~Table of Contents~~26

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

Overview

The following discussion and analysis are provided to increase the understanding of, and should be read in conjunction with, the accompanying unaudited consolidated financial statements and related notes. In this quarterly report on Form 10-Q, references to “the Company,” “Watts,” “we,” “us” or “our” refer to Watts Water Technologies, Inc. and its consolidated subsidiaries.

~~We operate on a 52-week calendar year ending on December 31. Any quarterly data contained in this Quarterly Report on Form 10-Q generally reflect the results of operations for a 13-week period.~~

We are a leading supplier of products, solutions and ~~solutions~~systems that ~~conserve water~~manage and ~~manage~~conserve the flow of fluids and energy into, through and out of buildings in the ~~residential~~commercial and ~~commercial~~residential markets in the Americas, Europe and ~~APMEA.~~Asia-Pacific, Middle East and Africa (“APMEA”). For over 140 years, we have designed and produced valve systems that safeguard and regulate water systems, energy efficient heating and hydronic systems, drainage systems and water filtration technology that helps purify and conserve water. We earn revenue and income almost exclusively from the sale of our products. Our principal product lines include:

●Residential & commercial flow control products—includes products typically sold into plumbing and hot water applications such as backflow preventers, water pressure regulators, temperature and pressure relief valves, and thermostatic mixing valves.

●HVAC & gas products—includes commercial ~~high‑efficiency~~high-efficiency boilers, water heaters and heating solutions, hydronic and electric heating systems for ~~under‑floor~~under-floor radiant applications, custom heat and hot water solutions, hydronic pump groups for boiler manufacturers and alternative energy control packages, and flexible stainless steel connectors for natural and liquid propane gas in commercial food service and residential applications. HVAC is an acronym for heating, ventilation and air conditioning.

●Drainage & water ~~re‑use~~re-use products—includes drainage products and engineered rain water harvesting solutions for commercial, industrial, marine and residential applications.

●Water quality products—includes ~~point‑of‑use~~point-of-use and ~~point‑of‑entry~~point-of-entry water filtration, conditioning and scale prevention systems for both commercial and residential applications.

We believe that the factors relating to our future growth include continued product innovation that meets the needs of our customers and our end markets; our ability to continue to make selective acquisitions, both in our core markets as well as in complementary markets; regulatory requirements relating to the quality and conservation of water and the safe use of water; increased demand for clean water; continued enforcement of plumbing and building codes; and a healthy economic environment. We have completed 11 acquisitions in the last decade. Our acquisition strategy focuses on businesses that promote our key macro themes around safety and regulation, energy efficiency and water conservation. We target businesses that will provide us with one or more of the following: an entry into new markets and/or new geographies, improved channel access, unique and/or proprietary technologies, advanced production capabilities or complementary solution offerings.

Our innovation strategy is focused on differentiated products and solutions that will provide greater opportunity to distinguish ourselves in the marketplace. Conversely, we want to migrate away from commoditized products where we cannot add value. Our goal is to be a solutions provider, not just a components supplier. We continually look for strategic opportunities to invest in new products, solutions and markets or divest existing product lines where necessary in order to meet this goal.

The Internet of Things (“IoT”) has allowed companies to transform components into smart and connected devices. Over the last few years we have been building our smart and connected foundation by expanding our internal capabilities and making strategic acquisitions. In 2018, we began accelerating our efforts and product innovation initiatives related to our Smart and Connected strategy by investing in IoT architecture development, enhancing digital tools used by our customers, launching our new Watts website, and investing in several new smart and connected product development projects. In 2019, we continue to focus on these efforts and initiatives. Our strategy is to deliver superior customer value through smart and connected products and solutions. This strategy focuses on three dimensions: Connect, Control and Conserve. We intend to introduce products that will connect our customers with smart systems, control systems for optimal performance, and conserve critical resources by increasing operability, efficiency and safety.

Products representing a majority of our sales are subject to regulatory standards and code enforcement, which typically require that these products meet stringent performance criteria. ~~Together with our commissioned manufacturers’ representatives, we~~We have consistently advocated for the development and enforcement of such plumbing codes. We are focused on maintaining stringent quality control and testing procedures at each of our manufacturing facilities in order to manufacture products in compliance with code requirements and take advantage of the resulting demand for compliant products. We believe that product development, product testing capability and investment in plant and equipment needed to manufacture products in compliance with code requirements, represent a competitive advantage for us.

~~Table of Contents~~

During the second quarter of ~~2018,~~2019, sales increased ~~7.8%~~2.2%, or ~~$29.4~~$8.9 million, compared to the second quarter of ~~2017.~~2018. The increase ~~was related to~~included organic sales growth of ~~5.1%~~4.3%, or ~~$19.5~~$17.4 million, primarily within the Americas and ~~an increase~~Europe segments. This was partially offset by a decrease from foreign exchange of ~~2.7%~~2.1%, or ~~$9.9 million.~~$8.5 million, primarily driven by a weaker euro. Organic sales is a non-GAAP financial measure that excludes the impacts of acquisitions, divestitures and foreign exchange from year-over-year comparisons. Management believes reporting organic sales growth provides useful information to investors, potential investors and others, because it allows for additional insight into underlying sales trends by providing sales growth on a consistent basis. We reconcile the change in organic sales to our reported sales for each region within our results below. Operating income of ~~$52.2~~$54.3 million increased by ~~$7.4~~$2.1 million, or ~~16.5%~~4.0%, in the second quarter of ~~2018~~2019 as compared to the second quarter of ~~2017.~~2018. This increase is primarily driven by ~~higher sales volume, increased pricing,~~price and savings from productivity initiatives, ~~and growth from foreign exchange due to the appreciation of the euro against the U.S. dollar,~~ partially offset by higher ~~material costs, increased R&D expenses,~~general inflation including tariffs, investments in strategic growth initiatives and ~~general inflation.~~increased restructuring costs.

~~Recent Events~~

On July 30, 2018, the Company declared a quarterly dividend of twenty-one cents ($0.21) per share on each outstanding share of Class A common stock and Class B common stock payable on September 14, 2018 to stockholders of record on August 31, 2018.

Results of Operations

Second Quarter Ended ~~July 1, 2018~~June 30, 2019 Compared to Second Quarter Ended July ~~2, 2017~~1, 2018

Net Sales. Our business is reported in three geographic segments: Americas, Europe and APMEA. Our net sales in each of these segments for each of the second quarters of ~~2018~~2019 and ~~2017~~2018 were as follows:


	Second Quarter Ended				Second Quarter Ended						% Change to
	July 1, 2018				July 2, 2017						Consolidated
	Net Sales		% Sales		Net Sales		% Sales		Change		Net Sales
	(dollars in millions)

													Second Quarter Ended				Second Quarter Ended						% Change to
													June 30, 2019				July 1, 2018						Consolidated
													Net Sales		% Sales		Net Sales		% Sales		Change		Net Sales
													(dollars in millions)
Americas	$	272.0	66.7	%	$	250.5	66.2	%	$	21.5	5.7	%	$	287.0	68.9	%	$	272.0	66.7	%	$	15.0	3.7	%
Europe		117.1	28.7			110.7	29.2			6.4	1.7			113.2	27.1			117.1	28.7			(3.9)	(1.0)
APMEA		18.8	4.6			17.3	4.6			1.5	0.4			16.6	4.0			18.8	4.6			(2.2)	(0.5)
Total	$	407.9	100.0	%	$	378.5	100.0	%	$	29.4	7.8	%	$	416.8	100.0	%	$	407.9	100.0	%	$	8.9	2.2	%

The change in net sales was attributable to the following:


									Change As a %								Change As a %
									of Consolidated Net Sales								of Segment Net Sales

	Americas		Europe		APMEA		Total		Americas		Europe		APMEA		Total		Americas		Europe		APMEA
	(dollars in millions)
Organic	$	15.6	$	3.2	$	(1.4)	$	17.4	3.8	%	0.8	%	(0.3)	%	4.3	%	5.7	%	2.8	%	(7.6)	%
Foreign exchange		(0.6)		(7.1)		(0.8)		(8.5)	(0.1)		(1.8)		(0.2)		(2.1)		(0.2)		(6.1)		(4.1)
Total	$	15.0	$	(3.9)	$	(2.2)	$	8.9	3.7	%	(1.0)	%	(0.5)	%	2.2	%	5.5	%	(3.3)	%	(11.7)	%

Change As a %

Change As a %

of Consolidated Net Sales

of Segment Net Sales









Americas

Europe

APMEA

Total

Americas

Europe

APMEA

Total

Americas

Europe

APMEA

(dollars in millions)

Organic

$
20.8

$
(2.3)

$
1.0

$
19.5

5.5
%
(0.6)
%
0.2
%
5.1
%
8.3
%
(2.1)
%
5.3
%
Foreign exchange

0.7

8.7

0.5

9.9

0.2

2.3

0.2

2.7

0.3

7.9

3.0

Total

$
21.5

$
6.4

$
1.5

$
29.4

5.7
%
1.7
%
0.4
%
7.8
%
8.6
%
5.8
%
8.3
%

Our products are sold to wholesalers, OEMs, DIY chains, and through various specialty channels. The change in organic net sales by channel was attributable to the following:


											Change As a %
											of Prior Year Sales
	Wholesale		OEMs		DIY		Specialty		Total		Wholesale		OEMs		DIY		Specialty
	(dollars in millions)

																													Change As a %
																													of Prior Year Sales
																			Wholesale		OEMs		DIY		Specialty		Total		Wholesale		OEMs		DIY		Specialty
																			(dollars in millions)
Americas	$	9.9	$	1.0	$	0.8	$	9.1	$	20.8	7.1	%	5.2	%	5.6	%	11.8	%	$	11.9	$	1.8	$	0.1	$	1.8	$	15.6	7.9	%	9.1	%	0.7	%	2.0	%
Europe		(0.3)		(1.7)		(0.3)		—		(2.3)	(0.4)		(4.6)		(30.0)		—			1.4		1.8		—		—		3.2	0.9		4.9		—		—
APMEA		1.9		(0.5)		—		(0.4)		1.0	13.0		(62.5)		—		(26.3)			(0.6)		—		—		(0.8)		(1.4)	(3.7)		—		—		(54.1)
Total	$	11.5	$	(1.2)	$	0.5	$	8.7	$	19.5									$	12.7	$	3.6	$	0.1	$	1.0	$	17.4

The increase in Americas organic net sales was primarily due to ~~higher sales~~a combination of price across all of our product lines and volume ~~and price in~~within our valve, drainage, and water quality products, which ~~we sell~~are sold through ~~the wholesale, OEM, and DIY channels. In addition there was an~~

~~Table of Contents~~

~~increase in sales~~each of our ~~heating and hot water products, which includes boilers, stainless steel water heaters, and aftermarket products, which we sell through the specialty channel.~~channels.

Organic net sales in Europe increased primarily due to price and higher volume. The increase in wholesale sales was driven by our drainage and valve products. The increase in OEM sales was mainly due to increases in certain HVAC products.

Organic net sales in APMEA decreased primarily due to softness inwithin Korea, Australia, and the market for our HVAC and water and plumbing products. Our ongoing product rationalization efforts within our DIY and OEM channels also contributed to the decrease, as we continue to focus on our core product lines. These decreases wereMiddle East, partially offset by increased sales in ~~our drains products.~~China.

Organic net sales in APMEA increased primarily due to sales outside of China, including New Zealand, and the Middle East and increased demand within China for our commercial valves products. These increases were partially offset by softness in the residential underfloor heating market in China and product rationalization in the OEM channel.

The net ~~increase~~decrease in sales due to foreign exchange was primarily due to the ~~appreciation~~depreciation of the euro, Chinese yuan, and Canadian dollar against the U.S. dollar in the second quarter of ~~2018.~~2019. We cannot predict whether foreign currencies will appreciate or depreciate against the U.S. dollar in future periods or whether future foreign exchange rate fluctuations will have a positive or negative impact on our net sales.

Gross Profit. Gross profit and gross profit as a percent of net sales (gross margin) for the second quarters of ~~2018~~2019 and ~~2017~~2018 were as follows:


	Second Quarter Ended
	July 1, 2018			July 2, 2017
	(dollars in millions)

							Second Quarter Ended
							June 30, 2019			July 1, 2018
							(dollars in millions)
Gross profit	$	169.4		$	156.7		$	174.6		$	169.4
Gross margin		41.5	%		41.4	%		41.9	%		41.5	%

Gross profit and gross margin ~~was fairly consistent in the second quarter of 2018~~percentage increased compared to the second quarter of ~~2017. Increases in gross profit during the second quarter of~~ 2018 ~~included sales volume, pricing,~~due to price and savings from productivity initiatives, ~~as well as savings from transformation and restructuring programs. These increases~~which were partially offset by higher ~~material~~general inflation costs, ~~mainly due to increased copper and stainless steel commodity costs, as well as higher transportation costs and general inflation.~~including tariffs.

Selling, General and Administrative Expenses. Selling, general and administrative, or SG&A, expenses increased ~~$7.0~~$1.8 million, or ~~6.4%~~1.6%, in the second quarter of ~~2018~~2019 compared to the second quarter of ~~2017.~~2018. The increase in SG&A expenses was attributable to the following:


	(in millions)		% Change

					(in millions)		% Change
Organic	$	4.3	3.9	%	$	4.1	3.5	%
Foreign exchange		2.7	2.5			(2.3)	(1.9)
Total	$	7.0	6.4	%	$	1.8	1.6	%

The organic increase was primarily related to investments in strategic growth initiatives of $2.8 million, including investments in research and development for new ~~product initiatives,~~products, commercial excellence, and technology and information ~~systems of $3.7 million.~~systems. The organic increase was also due to higher ~~commissions and freight~~variable costs related to ~~improved~~increased sales ~~volume,~~totaling $0.8 million and ~~higher travel costs, totaling $2.8~~inflation of $1.3 million. ~~The remaining organic~~There was also an increase ~~was~~in stock compensation expense of $0.6 million due to a change in the expected attainment of performance goals related to ~~general inflation.~~our performance stock units. These increases were partially offset by ~~decreased transformation~~a $1.2 million decrease in amortization costs for certain intangible assets that reached the end of ~~$0.7 million and~~their useful lives, as well as incremental European restructuring savings ~~within the Americas and Europe~~ of ~~$1.3~~$0.8 million compared to the second quarter of ~~2017.~~2018. The ~~increase~~decrease in foreign exchange was mainly due to the ~~appreciation~~depreciation of the euro against the U.S. dollar. Total SG&A expenses, as a percentage of sales, were 28.6% in the second quarter of 2019 compared to 28.7% in the second quarter of ~~2018 compared to 29.1% in~~2018.

Restructuring. In the second quarter of ~~2017.~~2019, we recorded a net charge of $1.3 million for additional severance benefits and cost cutting actions related to our European restructuring plan initiated in the third quarter of 2018. For a more detailed description of our current restructuring plans, see Note 6 of Notes to Consolidated Financial Statements.

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Operating Income. Operating income (loss) by segment for the second quarters of ~~2018~~2019 and ~~2017~~2018 was as follows:


							% Change to
							Consolidated
	Second Quarter Ended						Operating
	July 1, 2018		July 2, 2017		Change		Income
	(dollars in millions)

															% Change to
									Second Quarter Ended						Consolidated
									June 30,		July 1,				Operating
									2019		2018		Change		Income
									(dollars in millions)
Americas	$	46.7	$	39.6	$	7.1	15.8	%	$	50.7	$	46.7	$	4.0	7.7	%
Europe		12.9		12.7		0.2	0.4			12.8		12.9		(0.1)	(0.2)
APMEA		1.6		1.8		(0.2)	(0.4)			1.2		1.6		(0.4)	(0.8)
Corporate		(9.0)		(9.3)		0.3	0.7			(10.4)		(9.0)		(1.4)	(2.7)
Total	$	52.2	$	44.8	$	7.4	16.5	%	$	54.3	$	52.2	$	2.1	4.0	%

The increase (decrease) in operating income (loss) was attributable to the following:


											Change As a % of										Change As a % of
											Consolidated Operating Income										Segment Operating Income

	Americas		Europe		APMEA		Corporate		Total		Americas		Europe		APMEA		Corporate		Total		Americas		Europe		APMEA		Corporate
	(dollars in millions)

																																							Change As a % of										Change As a % of
																																							Consolidated Operating Income										Segment Operating Income

																													Americas		Europe		APMEA		Corporate		Total		Americas		Europe		APMEA		Corporate		Total		Americas		Europe		APMEA		Corporate
																													(dollars in millions)
Organic	$	5.6	$	(0.7)	$	(0.5)	$	0.3	$	4.7	12.5	%	(1.6)	%	(1.1)	%	0.7	%	10.5	%	14.1	%	(5.5)	%	(27.8)	%	3.2	%	$	4.1	$	2.0	$	(0.3)	$	(1.4)	$	4.4	7.9	%	3.8	%	(0.6)	%	(2.7)	%	8.4	%	8.8	%	15.5	%	(18.8)	%	(15.6)	%
Foreign exchange		0.2		0.8		—		—		1.0	0.4		1.8		—		—		2.2		0.5		6.3		—		—			(0.1)		(0.8)		(0.1)		—		(1.0)	(0.2)		(1.5)		(0.2)		—		(1.9)		(0.2)		(6.2)		(6.3)		—
Restructuring		1.3		0.1		0.3		—		1.7	2.9		0.2		0.7		—		3.8		3.3		0.8		16.7		—
Restructuring, impairment charges																														—		(1.3)		—		—		(1.3)	—		(2.5)		—		—		(2.5)		—		(10.1)		—		—
Total	$	7.1	$	0.2	$	(0.2)	$	0.3	$	7.4	15.8	%	0.4	%	(0.4)	%	0.7	%	16.5	%	17.9	%	1.6	%	(11.1)	%	3.2	%	$	4.0	$	(0.1)	$	(0.4)	$	(1.4)	$	2.1	7.7	%	(0.2)	%	(0.8)	%	(2.7)	%	4.0	%	8.6	%	(0.8)	%	(25.1)	%	(15.6)	%

Organic operating income increased by ~~$4.7~~$4.4 million compared to the second quarter of ~~2017,~~2018, mainly due to ~~increased sales volume, pricing,~~price and savings from productivity initiatives ~~operating~~including savings from restructuring ~~actions, and reduced transformation costs.~~actions. This increase ~~in operating income~~ was partially offset by higher ~~material costs due to increases in the prices of copper and stainless steel,~~ general inflation, ~~increased R&D expenses~~including the impact of tariffs, and investments in strategic growth initiatives.

Interest Expense. Interest expense decreased ~~$0.6~~$0.7 million, or ~~12.0%~~15.9%, compared to the second quarter of ~~2017~~ 2018 due to a reduction in the principal balance of debt outstanding. As a result of the 2017 Tax Act, we repatriated approximately $127 million of undistributed foreign earnings in 2018 and $30 million through June 30, 2019, and used the majority of that cash to reduce our outstanding debt. The impact of the lower outstanding principal balance was partially offset by increased interest rates in the second quarter of ~~2018~~2019 compared to the second quarter of ~~2017.~~2018. Refer to Note 1112 of the Notes to Consolidated Financial Statements for further details.

Other ~~(income) expense.~~income. Other ~~(income) expense increased $2.0 million to a net other~~ income ~~balance of $1.8~~decreased $1.7 million compared to the second quarter of ~~2017.~~ 2018. The ~~increase~~decrease was primarily due to lower net foreign currency gains.

Income Taxes.Our effective income tax rate ~~decreased~~increased to 28.3% in the second quarter of 2019, from 27.6% in the second quarter of ~~2018, from 31.7%~~2018. The higher rate is primarily related to the impact of changes in the worldwide earnings mix.

Net Income. Net income was $36.4 million, or $1.06 per common share, for the second quarter of ~~2017. The lower rate in the second quarter is associated with the lower U.S. federal tax rate in 2018 as a result of U.S. Tax Reform.~~

~~Net Income.~~ ~~Net income was~~2019, compared to $36.0 million, or $1.05 per common share, for the second quarter of ~~2018, compared to $27.2 million, or $0.79 per common share, for the second quarter of 2017.~~ 2018. Results for the second quarter of ~~2017~~2019 include an after-tax charge of ~~$1.1~~$0.9 million, or $0.03 per common share, for ~~restructuring; and $0.5 million, or $0.01 per common share, for the Europe and Americas transformation deployment costs.~~restructuring.

Six Months Ended ~~July 1, 2018~~June 30, 2019 Compared to Six Months Ended July ~~2, 2017~~1, 2018

Net ~~Sales~~.Sales. Our business is reported in three geographic segments: Americas, Europe and APMEA. Our net sales in each of these segments for ~~each of~~ the first six months ended ~~2018~~2019 and ~~2017~~2018 were as follows:


	Six Months Ended				Six Months Ended						% Change to
	July 1, 2018				July 2, 2017						Consolidated
	Net Sales		% Sales		Net Sales		% Sales		Change		Net Sales
	(dollars in millions)

													Six Months Ended				Six Months Ended						% Change to
													June 30, 2019				July 1, 2018						Consolidated
													Net Sales		% Sales		Net Sales		% Sales		Change		Net Sales
													(dollars in millions)
Americas	$	513.1	65.3	%	$	479.2	66.0	%	$	33.9	4.7	%	$	545.9	67.8	%	$	513.1	65.3	%	$	32.8	4.2	%
Europe		240.1	30.5			215.6	29.7			24.5	3.4			229.5	28.5			240.1	30.5			(10.6)	(1.4)
APMEA		33.2	4.2			30.9	4.3			2.3	0.3			30.1	3.7			33.2	4.2			(3.1)	(0.4)
Total	$	786.4	100.0	%	$	725.7	100.0	%	$	60.7	8.4	%	$	805.5	100.0	%	$	786.4	100.0	%	$	19.1	2.4	%

~~Table of Contents~~

The change in net sales was attributable to the following:


									Change as a %								Change as a %
									of Consolidated Net Sales								of Segment Net Sales

	Americas		Europe		APMEA		Total		Americas		Europe		APMEA		Total		Americas		Europe		APMEA
	(dollars in millions)

																															Change as a %								Change as a %
																															of Consolidated Net Sales								of Segment Net Sales

																							Americas		Europe		APMEA		Total		Americas		Europe		APMEA		Total		Americas		Europe		APMEA
																							(dollars in millions)
Organic	$	32.5	$	(0.1)	$	1.3	$	33.7	4.5	%	—	%	0.2	%	4.7	%	6.8	%	—	%	4.1	%	$	34.2	$	6.2	$	(1.9)	$	38.5	4.4	%	0.8	%	(0.2)	%	5.0	%	6.7	%	2.6	%	(5.6)	%
Foreign exchange		1.4		24.6		1.0		27.0	0.2		3.4		0.1		3.7		0.3		11.4		3.3			(1.4)		(16.8)		(1.2)		(19.4)	(0.2)		(2.2)		(0.2)		(2.6)		(0.3)		(7.0)		(3.7)
Total	$	33.9	$	24.5	$	2.3	$	60.7	4.7	%	3.4	%	0.3	%	8.4	%	7.1	%	11.4	%	7.4	%	$	32.8	$	(10.6)	$	(3.1)	$	19.1	4.2	%	(1.4)	%	(0.4)	%	2.4	%	6.4	%	(4.4)	%	(9.3)	%

Our products are sold to wholesalers, OEMs, DIY chains, and through various specialty channels. The change in organic net sales by channel was attributable to the following:


											Change As a %
											of Prior Year Sales
	Wholesale		OEMs		DIY		Specialty		Total		Wholesale		OEMs		DIY		Specialty
	(dollars in millions)

																													Change As a %
																													of Prior Year Sales
																			Wholesale		OEMs		DIY		Specialty		Total		Wholesale		OEMs		DIY		Specialty
																			(dollars in millions)
Americas	$	14.2	$	1.1	$	4.8	$	12.4	$	32.5	5.2	%	2.9	%	17.1	%	8.8	%	$	21.6	$	3.6	$	(1.2)	$	10.2	$	34.2	7.5	%	9.1	%	(3.7)	%	6.7	%
Europe		4.4		(3.9)		(0.6)		—		(0.1)	3.1		(5.3)		(30.0)		—			4.9		1.3		—		—		6.2	3.1		1.7		—		—
APMEA		2.6		(0.7)		—		(0.6)		1.3	9.9		(46.7)		—		(18.7)			(0.3)		0.1		—		(1.7)		(1.9)	(1.0)		10.6		—		(60.6)
Total	$	21.2	$	(3.5)	$	4.2	$	11.8	$	33.7									$	26.2	$	5.0	$	(1.2)	$	8.5	$	38.5

The increase in Americas organic net sales was primarily due to ~~higher sales~~a combination of price and volume ~~and price in~~across our valve, drainage, and water quality products, which are sold through each of our ~~wholesale, OEM,~~channels. We also had higher price and ~~DIY channels. There was also an increase~~volume in ~~sales of~~ our heating and hot water products, which are sold through ~~our~~the specialty channel.

Organic net sales in APMEA decreased ~~slightly~~primarily due to softness ~~in the market for our HVAC~~within Korea and water and plumbing products. Our ongoing product rationalization efforts within our DIY and OEM channels also contributed to the decrease, as we continue to focus on our core product lines. These decreases wereAustralia, partially offset by increased sales in ~~our drains products.~~

~~Organic net sales in APMEA increased primarily due to sales outside of~~ China ~~including New Zealand~~ and the Middle East and increased demand within China for our commercial valves products. These increases were partially offset by softness in the residential underfloor heating market in China and product rationalization in the OEM channel.East.

The net ~~increase~~decrease in sales due to foreign exchange was primarily due to the ~~appreciation~~depreciation of the euro, Chinese yuan, and Canadian dollar against the U.S. dollar in the first six months ~~of 2018.~~2019. We cannot predict whether foreign currencies will appreciate or depreciate against the U.S. dollar in future periods or whether future foreign exchange rate fluctuations will have a positive or negative impact on our net sales.

Gross ~~Profit~~.Profit. Gross profit and gross profit as a percent of net sales (gross margin) for the first six months of ~~2018~~2019 and ~~2017~~2018 were as follows:


	Six Months Ended
	July 1, 2018			July 2, 2017
	(dollars in millions)

							Six Months Ended
							June 30, 2019			July 1, 2018
							(dollars in millions)
Gross profit	$	326.1		$	300.5		$	338.8		$	326.1
Gross margin		41.5	%		41.4	%		42.1	%		41.5	%

Gross profit and gross margin ~~was fairly consistent in the first six months of 2018~~percentage increased compared to the first six months of ~~2017. Increases~~2018 due to ~~gross profit during the first six months of 2018 included increased sales~~price, volume, ~~pricing,~~and savings from productivity initiatives, ~~as well as savings from transformation and restructuring programs. These increases~~which were partially offset by higher ~~material~~general inflation costs ~~mainly due to increased copper and stainless steel commodity costs, as well as higher transportation costs and wage inflation.~~including tariffs.

Selling, General and Administrative ~~Expenses~~~~. Selling, general and administrative, or~~Expenses. SG&A expenses for the first six months of ~~2018~~2019 increased ~~$12.2~~$5.1 million, or ~~5.6%~~2.2%, compared to the first six months of ~~2017.~~2018. The increase in SG&A expenses was attributable to the following:


	(in millions)		% Change
Organic	$	10.1	4.4	%
Foreign exchange		(5.0)	(2.2)
Total	$	5.1	2.2	%

~~Table of Contents~~

(in millions)

% Change

Organic

$
5.1

2.4
%
Foreign exchange

7.1

3.2

Total

$
12.2

5.6
%

~~The increase in foreign exchange was mainly due to the appreciation of the euro against the U.S. dollar.~~ The organic increase was primarily related to investments in strategic growth initiatives of $5.3 million, including investments in research and development for new ~~product initiatives,~~products, commercial excellence, and technology and information ~~systems of $5.8 million.~~systems. The organic increase was also due to higher ~~commissions and freight~~variable costs related to ~~improved~~increased sales ~~volume,~~totaling $2.5 million, inflation of $3.6 million and ~~higher travel~~increased depreciation costs ~~totaling $3.7~~of $1.0 million. ~~The remaining organic~~There was also an increase ~~was~~in stock compensation expense of $2.2 million due to a change to our 2004 Stock Incentive Plan to include a retirement vesting provision, as well as a change in the expected attainment of performance goals related to ~~general inflation.~~our performance stock units. These increases were partially offset by ~~decreased transformation and acquisition~~a $2.8 million decrease in amortization costs for certain intangible assets that reached the end of ~~$2.0 million and~~their useful lives, as well as incremental European restructuring savings ~~within the Americas and Europe~~ of ~~$3.3~~$1.7 million compared to the ~~first~~ six months of ~~2017.~~2018. The decrease in foreign exchange was mainly due to the depreciation of the euro against the U.S. dollar. Total SG&A expenses, as a percentage of sales, were 29.2% in the first six months of ~~2018 compared to 30.0% in~~2019 and 2018.

Restructuring. In the first six months of ~~2017.~~2019, we recorded a net charge of $2.7 million for additional severance benefits and cost cutting actions related to our European restructuring plan initiated in the third quarter of 2018. For a more detailed description of our current restructuring plans, see Note 6 of Notes to Consolidated Financial Statements.

Operating ~~Income~~.Income. Operating income (loss) by ~~geographic~~ segment for the first six months of ~~2018~~2019 and ~~2017~~2018 was as follows:


							% Change to
	Six Months Ended						Consolidated
	July 1,		July 2,				Operating
	2018		2017		Change		Income
	(Dollars in millions)

															% Change to
									Six Months Ended						Consolidated
									June 30,		July 1,				Operating
									2019		2018		Change		Income
									(Dollars in millions)
Americas	$	83.1	$	70.7	$	12.4	15.4	%	$	93.8	$	83.1	$	10.7	11.1	%
Europe		27.8		25.1		2.7	3.4			26.0		27.8		(1.8)	(1.9)
APMEA		3.0		2.8		0.2	0.2			2.4		3.0		(0.6)	(0.6)
Corporate		(17.8)		(18.1)		0.3	0.4			(21.2)		(17.8)		(3.4)	(3.5)
Total	$	96.1	$	80.5	$	15.6	19.4	%	$	101.0	$	96.1	$	4.9	5.1	%

The increase (decrease) in operating income (loss) iswas attributable to the following:


											Change as a % of										Change as a % of
											Consolidated Operating Income										Segment Operating Income

	Americas		Europe		APMEA		Corporate		Total		Americas		Europe		APMEA		Corporate		Total		Americas		Europe		APMEA		Corporate
	(Dollars in millions)

																																							Change as a % of										Change as a % of
																																							Consolidated Operating Income										Segment Operating Income

																													Americas		Europe		APMEA		Corporate		Total		Americas		Europe		APMEA		Corporate		Total		Americas		Europe		APMEA		Corporate
																													(Dollars in millions)
Organic	$	10.3	$	—	$	(0.1)	$	0.3	$	10.5	12.8	%	—	%	(0.1)	%	0.4	%	13.1	%	14.6	%	—	%	(3.6)	%	1.7	%	$	10.8	$	2.9	$	(0.3)	$	(3.4)	$	10.0	11.2	%	3.0	%	(0.3)	%	(3.5)	%	10.4	%	13.0	%	10.4	%	(10.0)	%	(19.1)	%
Foreign exchange		0.3		2.6		—		—		2.9	0.4		3.2		—		—		3.6		0.4		10.4		—		—			(0.1)		(2.0)		(0.3)		—		(2.4)	(0.1)		(2.1)		(0.3)		—		(2.5)		(0.1)		(7.2)		(10.0)		—
Restructuring		1.8		0.1		0.3		—		2.2	2.2		0.2		0.3		—		2.7		2.6		0.4		10.7		—			—		(2.7)		—		—		(2.7)	—		(2.8)		—		—		(2.8)		—		(9.7)		—		—
Total	$	12.4	$	2.7	$	0.2	$	0.3	$	15.6	15.4	%	3.4	%	0.2	%	0.4	%	19.4	%	17.6	%	10.8	%	7.1	%	1.7	%	$	10.7	$	(1.8)	$	(0.6)	$	(3.4)	$	4.9	11.1	%	(1.9)	%	(0.6)	%	(3.5)	%	5.1	%	12.9	%	(6.5)	%	(20.0)	%	(19.1)	%

Organic operating income increased by ~~$10.5~~$10.0 million compared to the first six months of ~~2017,~~2018, mainly due to ~~increased sales~~price, volume, ~~pricing,~~and savings from productivity initiatives, ~~operating~~including savings from restructuring ~~actions, and reduced transformation costs.~~actions. This increase in

operating income was partially offset by higher ~~material costs due to increases in~~general inflation, including the ~~price~~impact of ~~copper and stainless steel, higher R&D expenses,~~tariffs, investments in strategic growth initiatives, and ~~inflation.~~restructuring charges.

Interest Expense. Interest expense decreased ~~$1.1~~$1.4 million, or ~~11.2%~~16.1%, in the first six months of ~~2018~~2019 as compared to the first six months of ~~2017~~2018 due to a reduction in the principal balance of debt outstanding. As a result of the 2017 Tax Act, we repatriated approximately $127 million of undistributed foreign earnings in 2018 and $30 million through June 30, 2019, and used the majority of that cash to reduce our outstanding debt. The impact of the lower outstanding principal balance was partially offset by increased interest rates ~~for~~in the first six months of ~~2018~~2019 compared to the first six months of ~~2017.~~2018. Refer to Note 1112 of the Notes to Consolidated Financial Statements for further details.

Other ~~(income)~~ expense (income), net. Other expense (income) ~~expense increased $1.6~~decreased $1.5 million to a net other ~~income~~expense balance of ~~$1.1~~$0.4 million compared to the first six months ~~2017.~~2018. The ~~increase~~decrease was primarily due to net foreign currency ~~gains.~~losses.

Income Taxes. Our effective income tax rate ~~decreased to~~was 27.9% in each of the first six months of ~~2018, from 30.7% in~~2019 and 2018.

Net Income. Net income was $67.4 million, or $1.97 per common share, for the first six months of ~~2017.~~ The lower rate in the in the first six months of 2018 is associated with the lower U.S. federal tax rate in 2018 as a result of U.S. Tax Reform. In 2017, we recognized a benefit for decreases in tax rates for certain foreign jurisdictions which did not recur in 2018.

~~Table of Contents~~

~~Net Income. Net income was~~2019, compared to $64.2 million, or $1.87 per common share, for the first six months of ~~2018, compared to $48.9 million, or $1.42 per common share, for the first six months of 2017.~~ 2018. Results for the first six months of ~~2017~~2019 include an after-tax charge of ~~$1.8~~$1.9 million, or ~~$0.05~~$0.06 per common share, for ~~the Europe and Americas transformation deployment costs; $1.5 million, or $0.04 per common share, for restructuring; partially offset by $1.3 million or $0.04 per common share in tax benefits.~~restructuring.

Liquidity and Capital Resources

We generated ~~$1.5~~$19.7 million of net cash ~~from~~in operating activities in the first six months of ~~2018~~2019 as compared to ~~$9.0~~$1.5 million of net cash ~~generated from~~provided by operating activities in the first six months of ~~2017.~~2018. The ~~decrease in cash generated~~increase was primarily related to ~~the timing of working capital fluctuations, the timing of tax payments, as well as payments made related to the 2017 Tax Act including for the Toll Charge~~inventory reductions and ~~withholdings on repatriated cash. This decrease was partially offset by~~ higher ~~net income net of non-cash adjustments to~~ net income compared to the first six months of ~~2017.~~2018. Additionally, in 2018 we made higher tax payments, including withholding taxes on repatriated cash.

We used ~~$16.8~~$14.3 million of net cash for investing activities compared to ~~$8.9~~$16.8 million used in the in the first six months of ~~2017.~~ 2018. We used ~~$4.2~~$0.9 million ~~more~~less cash for capital expenditures in the first six months of ~~2018 for purchases of capital equipment and $1.9 million for immaterial acquisitions and other investments. We received $1.7 million less in cash proceeds from the sale of assets~~2019 compared to the first six months of ~~2017.~~2018 and used $1.8 million of cash for immaterial acquisitions in the first six months 2018. For the remainder of ~~2018,~~2019, we expect to invest approximately ~~$20~~$22 to $25 million in capital equipment as part of our ongoing commitment to improve our operating capabilities.

We used ~~$118.1~~$42.5 million of net cash from financing activities ~~for~~in the first six months of ~~2018~~2019 primarily ~~due to~~through long-term debt repayments of $50.0 million, dividend payments of ~~long-term debt of $133.2~~$15.2 million, ~~payment of dividends of $13.9~~payments for finance leases and tax withholding on vested stock awards totaling $7.8 million and ~~payments to repurchase~~share repurchases of approximately ~~139,000~~130,000 shares of Class A common stock at a cost of ~~$10.8~~$10.3 million. ~~This was~~These cash outflows were partially offset by proceeds from additional draws on our line of credit ~~of $45.0~~totaling $40.0 million during the first six months of ~~2018.~~2019.

OnIn February ~~12,~~ 2016, we entered into the Credit Agreement among the Company, certain subsidiaries of the Company who become borrowers under the Credit Agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, and the other lenders referred to therein. The Credit Agreement provides for a $500 million, ~~five‑year,~~five-year, senior unsecured revolving credit facility (the “Revolving Credit Facility”) with a sublimit of up to $100 million in letters of credit. As of June 30, 2019, we had drawn $30.0 million against the Revolving Credit Facility. The Credit Agreement also ~~provided~~provides for a $300 million, ~~five‑year,~~five-year, term loan facility (the “Term Loan Facility”) available to usthe Company in a single ~~draw. The Credit Agreement matures on~~draw, of which the entire $300 million had been drawn in February ~~12, 2021, subject to extension under certain circumstances and subject to the terms of the Credit Agreement. As of July 1, 2018, we~~2016. We had ~~$266.3~~$240.0 million of borrowings outstanding on the Term Loan Facility ~~and $70.0 million drawn~~as of June 30, 2019. We paid total installments on the ~~Revolving Credit Facility;~~Term Loan Facility of $15.0 million during the first six months of 2019. We had $25.8 million of stand-by letters of credit outstanding and had ~~$404.2~~$444.2 million of unused and available credit under the Revolving Credit Facility. As of ~~July 1, 2018,~~June 30, 2019, we were in compliance with all covenants related to the Credit Agreement.

As of ~~July 1, 2018,~~June 30, 2019, we held ~~$142.6~~$166.8 million in cash and cash equivalents. Of this amount, ~~$127.8~~$130.0 million of cash and cash equivalents were held by foreign subsidiaries. The 2017 Tax Act requires us to pay a one-time deemed repatriation toll charge on cumulative undistributed foreign earnings for which we had not previously recorded U.S. taxes. Cumulative earnings in the form of cash and cash equivalents, as defined in the 2017 Tax Act, will be taxed at a rate of 15.5% and all other earnings will be taxed at a rate of 8.0%. We estimate that our obligation associated with this one-time deemed repatriation toll charge to be $23.3 million, which will be paid in installments over eight years. During 2018, we expect to repatriate approximately $125 million of cash back to the U.S. As of July 1, 2018, we had repatriated approximately $110.0 million in undistributed foreign earnings, and have used the majority of that cash to reduce our outstanding debt. Our U.S. operations typically generate sufficient cash flows to meet our domestic obligations. However, if we did have to borrow to fund some or all of our expected cash outlay, we can do so at reasonable interest rates by utilizing the uncommitted borrowings under our Revolving Credit Facility. ~~Our~~Subsequent to recording the Toll Tax as part of the Tax Cuts and Jobs Act 2017, our intent is to permanently reinvest undistributed ~~future~~ earnings of foreign subsidiaries, and we do not have any current plans to repatriate ~~future~~foreign earnings to fund operations in the United States. However, if amounts held by foreign subsidiaries were needed to fund operations in the United States,

we could be required to accrue and pay taxes to repatriate these funds. Such charges may include potential state income taxes and other tax charges.

~~Non‑GAAP~~Non-GAAP Financial Measures

In accordance with the SEC's Regulation G and Item 10(e) of Regulation S-K, the following provides definitions of the non-GAAP financial measures used by management. We believe that these measures provide additional insight into

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underlying business results and trends. These non-GAAP financial measures are not intended to be considered by the user in place of the related GAAP financial measure, but rather as supplemental information to more fully understand our business results. These non-GAAP financial measures may not be the same as similar measures used by other companies due to possible differences in method and in the items or events being adjusted.

Organic sales growth is a non-GAAP financial measure of sales growth that excludes the impacts of acquisitions, divestitures and foreign exchange from period-over-period comparisons. A reconciliation to the most closely related U.S. GAAP financial measure, net sales, has been included in our discussion within “Results of Operations” above. Organic net sales should be considered in addition to, and not as a replacement for or as a superior measure to net sales. Management believes reporting organic sales growth provides useful information to investors, potential investors and others, by facilitating easier comparisons of our revenue performance with prior and future periods.

Free cash ~~outflow~~flow (outflow) is a non-GAAP financial measure that does not represent cash ~~generated from~~used in operating activities in accordance with U.S. GAAP. Therefore it should not be considered an alternative to net cash ~~generated from~~used in operating activities as an indication of our performance. The cash conversion rate of free cash flow (outflow) to net income is also a measure of our performance in cash flow generation. We believe free cash ~~outflow~~flow (outflow) to be an appropriate supplemental measure of our operating performance because it provides investors with a measure of our ability to generate cash, repay debt, pay dividends, repurchase stock and fund acquisitions.

A reconciliation of net cash provided by operating activities to free cash ~~outflow~~flow (outflow) is provided below:

Six Months Ended

July 1,

July 2,

2018

2017

(in millions)
Net cash provided by operating activities

$
1.5

$
9.0

Less: additions to property, plant, and equipment

(15.2)

(11.0)

Plus: proceeds from the sale of property, plant, and equipment

—

0.1

Free cash outflow

$
(13.7)

$
(1.9)


	Second Quarter Ended
	June 30,			July 1,
	2019			2018
	(in millions)
Net cash used in operating activities	$	19.7		$	1.5
Less: additions to property, plant, and equipment		(14.3)			(15.2)
Free cash flow (outflow)	$	5.4		$	(13.7)
Net income —as reported	$	67.4		$	64.2
Cash conversion rate of free cash flow (outflow) to net income		8.0	%		(21.3)	%

Our free cash ~~outflow~~flow increased induring the first ~~six months~~half of ~~2018~~2019 when compared to the ~~free cash outflow for the~~ first ~~six months~~half of ~~2017~~ ~~due to the timing of working capital fluctuations, timing of tax payments, as well as payments made related to the 2017 Tax Act including for the Toll Charge~~2018 primarily from inventory reductions, higher net income, and ~~withholdings on repatriated cash, and~~ ~~higher~~lower capital expenditures in ~~the first six months of 2018.~~2019. Additionally, in 2018 we made higher tax payments, including withholding taxes on repatriated cash.

Our net debt to capitalization ratio, a ~~non‑GAAP~~non-GAAP financial measure used by management, at ~~July 1, 2018~~June 30, 2019 was ~~23.7%~~15.9% compared to ~~20.7%~~14.3% at December 31, ~~2017.~~2018. The increase was driven by an increase in net debt outstanding at June 30, 2019 primarily due to a decrease in cash and cash equivalents compared to December 31, 2018 of $37.3 million, partially offset by an overall decrease in debt during the first six months of 2019 of $10.0 million. Management believes the net debt to capitalization ratio is an appropriate supplemental measure because it helps investors understand our ability to meet our financing needs and serves as a basis to evaluate our financial structure. Our computation may not be comparable to other companies that may define their net debt to capitalization ratios differently.

A reconciliation of ~~long‑term~~long-term debt (including current portion) to net debt and our net debt to capitalization ratio is provided below:


	July 1,		December 31,
	2018		2017
	(in millions)

					June 30,		December 31,
					2019		2018
					(in millions)
Current portion of long‑term debt	$	26.2	$	22.5	$	105.0	$	30.0
Plus: long-term debt, net of current portion		383.0		474.6		238.8		323.4
Less: cash and cash equivalents		(142.6)		(280.2)		(166.8)		(204.1)
Net debt	$	266.6	$	216.9	$	177.0	$	149.3

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A reconciliation of capitalization is provided below:


	July 1,			December 31,
	2018			2017
	(in millions)

							June 30,			December 31,
							2019			2018
							(in millions)
Net debt	$	266.6		$	216.9		$	177.0		$	149.3
Total stockholders’ equity		858.2			829.0			934.2			891.3
Capitalization	$	1,124.8		$	1,045.9		$	1,111.2		$	1,040.6
Net debt to capitalization ratio		23.7	%		20.7	%		15.9	%		14.3	%

~~Off‑Balance~~Off-Balance Sheet Arrangements

~~Except for operating lease commitments, we~~We have no ~~off‑balance~~off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Application of Critical Accounting Policies and Key Estimates

We believe that our critical accounting policies are those related to revenue recognition, inventory valuation, goodwill and other intangibles, product liability costs, legal contingencies and income taxes. We believe these accounting policies are particularly important to an understanding of our financial position and results of operations and requires application of significant judgment by our management. In applying these policies, management uses its judgment in making certain assumptions and estimates. Our ~~critical~~ accounting policies are more fully described under the heading “Accounting Policies” in Note 2 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K as filed with the SEC on February ~~23, 2018,~~22, 2019, with the exception of the change in our ~~Revenue Recognition~~lease accounting policy resulting from the adoption of ASC ~~606~~842 as described in Note 2 in the Notes to Consolidated Financial Statements in this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We use derivative financial instruments primarily to reduce exposure to adverse fluctuations in foreign exchange rates, interest rates and costs of certain raw materials used in the manufacturing process. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all derivative positions are used to reduce risk by hedging underlying economic exposure. The derivatives we use are instruments with liquid markets. See Note 67 of Notes to the Consolidated Financial Statements for further details.

Our consolidated earnings, which are reported in United States dollars, are subject to translation risks due to changes in foreign currency exchange rates. This risk is concentrated in the exchange rate between the U.S. dollar and the euro; the U.S. dollar and the Canadian dollar; and the U.S. dollar and the Chinese yuan.

Our non-U.S. subsidiaries transact most business, including certain intercompany transactions, in foreign currencies. Such transactions are principally purchases or sales of materials and are denominated in European currencies or the U.S. or Canadian dollar. We use foreign currency forward exchange contracts from time to time to manage the risk related to intercompany loans, intercompany purchases and intercompany sales that occur during the course of a year, and certain open foreign currency denominated commitments to sell products to third parties. Beginning in the first quarter of 2018, ~~the Company~~we entered into forward exchange contracts which hedge approximately 70% to 80% of the forecasted intercompany purchases between one of our Canadian subsidiaries and our U.S. operating subsidiaries for the next twelve months. ~~The Company will~~Beginning in the first quarter of 2019, we entered into forward exchange contracts which hedge approximately 60% of

the forecasted intercompany sales transactions between one of our Chinese subsidiaries and our U.S. operating subsidiaries for the next twelve months. We record the effective portion of the designated foreign currency hedge contracts in other comprehensive income until inventory turns and is sold to a third-party. Once the third-party transaction occurs associated with the hedged forecasted transaction, the effective portion of any related gain or loss on the designated foreign currency hedge ~~will be~~is reclassified into cost of goods sold within earnings. The ~~Company had~~fair value of our designated foreign hedge contracts outstanding as of ~~July 1, 2018 with~~June 30, 2019 was a ~~fair value~~liability balance of $0.3 million.

~~On February 12, 2016,~~Under the ~~Company entered into a new~~ Credit Agreement, pursuant to which it received a funding commitment under a Term Loan Facility of $300 million, of which the entire $300 million has been drawn on, and $266.3 million is outstanding and a Revolving Credit Facility of $500 million, of which $70.0 million has been drawn as of July 1, 2018. Both facilities mature on February 12, 2021. For each facility, the Companywe can choose either an Adjusted LIBOR or Alternative Base Rate (“ABR”). Accordingly, ~~the Company’s~~our earnings and cash flows are exposed to interest rate risk from changes in Adjusted LIBOR. In order to manage ~~the Company’s~~our exposure to changes in cash

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flows attributable to fluctuations in LIBOR-indexed interest payments related to our floating rate debt, ~~the Company~~we entered into two interest rate swaps. For each interest rate swap, ~~the Company receives~~we receive the three-month USD-LIBOR subject to a 0% floor, and pays a fixed rate of 1.31375% on a notional amount of $225.0 million. Information about our ~~long‑term~~long-term debt including principal amounts and related interest rates appears in Note 117 of Notes to the Consolidated Financial Statements.

We purchase significant amounts of bronze ingot, brass rod, cast iron, stainless steel and plastic, which are utilized in manufacturing our many product lines. Our operating results can be adversely affected by changes in commodity prices if we are unable to pass on related price increases to our customers. We manage this risk by monitoring related market prices, working with our suppliers to achieve the maximum level of stability in their costs and related pricing, seeking alternative supply sources when necessary and passing increases in commodity costs to our customers, to the maximum extent possible, when they occur.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule ~~13a‑15(b)~~13a-15(b) under the Securities Exchange Act of 1934, as amended, or Exchange Act, as of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily applies its judgment in evaluating and implementing possible controls and procedures. The effectiveness of our disclosure controls and procedures is also necessarily limited by the staff and other resources available to us and the geographic diversity of our operations. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective as of that date due to a material weakness in internal control over financial reporting that ~~they provide reasonable assurance~~was disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Management’s Plan to Remediate the Material Weakness

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, we began implementing a remediation plan to address the material weakness mentioned above. The weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that ~~information required~~these controls are operating effectively. We expect that the remediation of this material weakness will be completed prior to ~~be disclosed by us~~the end of fiscal 2019.

Changes in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are accumulated and communicated to our management, including our Chief Executive Officer and ChiefInternal Control Over Financial ~~Officer, as appropriate to allow timely decisions regarding required disclosure.~~Reporting

There was no change in our internal control over financial reporting that occurred during the second quarter ended ~~July 1, 2018,~~June 30, 2019, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, with the exception of the change in our ~~Revenue Recognition~~leasing controls resulting from the adoption of ASC ~~606~~842 as described in Note 2 in the Notes to Consolidated Financial Statements. Although the new ~~revenue~~leasing standard ~~is expected to~~did not have ~~an immaterial~~a material impact on our ~~ongoing revenue recognition, we~~consolidated statement of operations or our consolidated statement of cash flows, it did ~~implement~~have a material impact on our consolidated balance sheet and disclosures. We implemented changes to our processes related to ~~revenue recognition~~lease accounting and the control activities within them. These included the development of new policies based on the ~~five-step model provided in the new revenue standard,~~requirements of ASC 842, including new training, new lease authorization requirements, ongoing contract review,

certification requirements, system controls and ~~certification requirements,~~review, and gathering information provided for disclosures. We will continue to review and document our disclosure controls and procedures, including our internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

~~Table of Contents~~

Part II.OTHER INFORMATION

Item 1. Legal Proceedings

As disclosed in Part I, Item 1, “Product Liability, Environmental and Other Litigation Matters” and Item 3, “Legal Proceedings” of our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, we are party to certain litigation. There have been no material developments with respect to our contingencies and environmental remediation proceedings during the quarter ended ~~July 1, 2018,~~June 30, 2019, other than as described in Note 1213 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, which risk factors are incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We satisfy the minimum withholding tax obligation due upon the vesting of shares of restricted stock and the conversion of restricted stock units into shares of Class A common stock by automatically withholding from the shares being issued a number of shares with an aggregate fair market value on the date of such vesting or conversion that would satisfy the withholding amount due.

The following table includes information with respect to shares of our Class A common stock withheld to satisfy withholding tax obligations during the ~~three month period~~second quarter ended ~~July 1, 2018.~~June 30, 2019.


	Issuer Purchases of Equity Securities
					(d) Maximum Number (or
	(a) Total			(c) Total Number of	Approximate Dollar
	Number of			Shares (or Units)	Value) of Shares (or
	Shares (or	(b) Average		Purchased as Part of	Units) that May Yet Be
	Units)	Price Paid per		Publicly Announced	Purchased Under the
Period	Purchased	Share (or Unit)		Plans or Programs	Plans or Programs
April 1, 2019 – April 28, 2019	293	$	88.08	—	—
April 29, 2019 – May 26, 2019	494	$	84.38	—	—
May 27, 2019 - June 30, 2019	—	$	—	—	—
Total	787	$	85.76	—	—

Issuer Purchases of Equity Securities








(d) Maximum Number (or

(a) Total

(c) Total Number of

Approximate Dollar

Number of

Shares (or Units)

Value) of Shares (or

Shares (or

(b) Average

Purchased as Part of

Units) that May Yet Be

Units)

Price Paid per

Publicly Announced

Purchased Under the

Period

Purchased

Share (or Unit)

Plans or Programs

Plans or Programs

April 2, 2018 – April 29, 2018

2,797

$
75.24

—

—

April 30, 2018 – May 27, 2018

—

$
—

—

—

May 28, 2018 - July 1, 2018

—

$
—

—

—

Total

2,797

$
75.24

—

—

The following table includes information with respect to repurchases of our Class A common stock during the ~~three month period~~second quarter ended ~~July 1, 2018~~June 30, 2019 under our stock repurchase program.


	Issuer Purchases of Equity Securities
					(d) Maximum Number (or
	(a) Total			(c) Total Number of	Approximate Dollar
	Number of	(b) Average		Shares (or Units)	Value) of Shares (or
	Shares (or	Price Paid		Purchased as Part of	Units) that May Yet Be
	Units)	per Share		Publicly Announced	Purchased Under the
Period	Purchased(1)	(or Unit)		Plans or Programs	Plans or Programs
April 1, 2019 – April 28, 2019	17,453	$	83.13	17,453	$	154,772,589
April 29, 2019 – May 26, 2019	17,415	$	84.30	17,415	$	153,304,514
May 27, 2019 - June 30, 2019	21,120	$	86.77	21,120	$	151,471,924
Total	55,988	$	84.87	55,988

Issuer Purchases of Equity Securities








(d) Maximum Number (or

(a) Total

(c) Total Number of

Approximate Dollar

Number of

(b) Average

Shares (or Units)

Value) of Shares (or

Shares (or

Price Paid

Purchased as Part of

Units) that May Yet Be

Units)

per Share

Publicly Announced

Purchased Under the

Period

Purchased(1)

(or Unit)

Plans or Programs

Plans or Programs

April 2, 2018 – April 29, 2018

17,392

$
77.24

17,392

$
30,212,079

April 30, 2018 – May 27, 2018

18,707

$
76.30

18,707

$
28,784,788

May 28, 2018 - July 1, 2018

22,480

$
79.06

22,480

$
27,007,571

Total

58,579

$
77.64

58,579

(1)

On July 27, 2015, the Board of Directors authorized a stock repurchase program of up to $100 million of the Company’s Class A common stock to be purchased from time to time on the open market or in privately negotiated transactions. The timing and number of shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. On February 6, 2019, the Board of Directors authorized an additional stock repurchase program of up to $150 million of the Company’s Class A common stock to be purchased from time to time on the open market or in privately negotiated transactions.

~~Table of Contents~~

(1)On July 27, 2015, the Board of Directors authorized a stock repurchase program of up to $100 million of the Company’s Class A common stock to be purchased from time to time on the open market or in privately negotiated transactions. The timing and number of shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors.

Item 6. Exhibits


Exhibit No.		Description
3.1†
~~Exhibit No.~~		~~Description~~
~~3.1~~	Restated Certificate of Incorporation, as amended. ~~Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2005 (File No. 001‑11499).~~
3.2	Amended and Restated ~~By‑Laws.~~ByLaws. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 27, 2015 (File No. ~~001‑~~001 11499).
~~10.1†~~	~~Watts Water Technologies, Inc. Executive Severance Plan, as amended and restated as of February 8, 2018.~~
~~10.2†~~	~~Form of Indemnification Agreement between the Registrant and certain directors and officers of the Registrant.~~
~~10.3†~~	~~Form of Restricted Stock Award Agreement under the Watts Water Technologies, Inc. Second Amended and Restated 2004 Stock Incentive Plan.~~
31.1†	Certification of Principal Executive Officer pursuant to Rule ~~13a‑14(a)~~13a14(a) or Rule ~~15d‑14(a)~~15d14(a) of the Securities Exchange Act of 1934, as amended
31.2†	Certification of Principal Financial Officer pursuant to Rule ~~13a‑14(a)~~13a14(a) or Rule ~~15d‑14(a)~~15d14(a) of the Securities Exchange Act of 1934, as amended
32.1††	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350
32.2††	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

† Filed herewith.

†† Furnished herewith.

* Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at ~~July 1, 2018~~June 30, 2019 and December 31, ~~2017,~~2018, (ii) Consolidated Statements of Operations for the Second Quarters and Six Months Ended June 30, 2019 and July 1, 2018, ~~and July 2, 2017,~~ (iii) Consolidated Statements of Comprehensive Income for the Second Quarters and Six Months Ended June 30, 2019 and July 1, 2018, (iv) Consolidated Statements of Stockholders’ Equity for the Second Quarters and Six Months Ended June 30, 2019 and July ~~2, 2017, (iv)~~1, 2018, (v) Consolidated Statements of Cash Flows for the ~~Second Quarters~~Six Months Ended June 30, 2019 and July 1, 2018, and ~~July 2, 2017, and (v)~~(vi) Notes to Consolidated Financial Statements.

~~Table of Contents~~38

SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	WATTS WATER TECHNOLOGIES, INC.

Date: August ~~2, 2018~~1, 2019	By:	/s/ Robert J. Pagano, Jr.
		Robert J. Pagano, Jr.
		Chief Executive Officer (principal executive officer)

Date: August ~~2, 2018~~1, 2019	By:	/s/ Shashank Patel
		Shashank Patel Chief Financial Officer (principal financial officer)

Date: August ~~2, 2018~~1, 2019

By:

/s/ Virginia A. Halloran

Virginia A. Halloran

Chief Accounting Officer (principal accounting officer)

3439


Delaware		04-2916536
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

815 Chestnut Street, North Andover, MA		01845
(Address of Principal Executive Offices)		(Zip Code)


Large accelerated filer ☒		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☐ Emerging growth company ☐
	~~(Do not check if a smaller reporting company)~~


Class		Outstanding at July ~~25 , 2018~~28, 2019
Class A Common Stock, $0.10 par value		~~27,804,706~~ 27,641,459

Class B Common Stock, $0.10 par value		~~6,329,290~~ 6,279,290


Part I. Financial Information		3

~~Item 1.~~	~~Financial Statements~~	3

	~~Consolidated Balance Sheets at July 1, 2018 and December 31, 2017 (unaudited)~~	3

Item 1.	Financial Statements	3

	Consolidated Balance Sheets at June 30, 2019 and December 31, 2018 (unaudited)	3

	Consolidated Statements of Operations for the Second Quarters and Six Months ended June 30, 2019 and July 1, 2018 ~~and July 2, 2017~~ (unaudited)	4

	Consolidated Statements of Comprehensive Income for the Second Quarters and Six Months ended June 30, 2019 and July 1, 2018 ~~and July 2, 2017~~ (unaudited)	5

	Consolidated Statements of Stockholders’ Equity for the Second Quarters and Six Months ended June 30, 2019 and July 1, 2018 (unaudited)	6

	Consolidated Statements of Cash Flows for the Six Months ended June 30, 2019 and July 1, 2018 ~~and July 2, 2017~~ (unaudited)	68

	Notes to Consolidated Financial Statements (unaudited)	714

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2227

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3035

Item 4.	Controls and Procedures	3136

Part II. Other Information		3237

Item 1.	Legal Proceedings	3237

Item 1A.	Risk Factors	3237

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3237

Item 6.	Exhibits	3338

Signatures		3439


	July 1,		December 31,
	2018		2017
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	142.6	$	280.2
Trade accounts receivable, less allowance for doubtful accounts of $15.7 million at July 1, 2018 and $14.3 million at December 31, 2017		248.2		216.1
Inventories, net
Raw materials		88.5		81.8
Work in process		19.8		17.5
Finished goods		173.9		159.8
Total Inventories		282.2		259.1
Prepaid expenses and other current assets		34.7		26.7
Assets held for sale		1.4		1.5
Total Current Assets		709.1		783.6
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost		529.0		525.8
Accumulated depreciation		(332.8)		(327.3)
Property, plant and equipment, net		196.2		198.5
OTHER ASSETS:
Goodwill		546.5		550.5
Intangible assets, net		174.3		185.2
Deferred income taxes		2.0		1.6
Other, net		19.2		17.1
TOTAL ASSETS	$	1,647.3	$	1,736.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	120.1	$	123.8
Accrued expenses and other liabilities		116.5		125.8
Accrued compensation and benefits		46.4		55.3
Current portion of long-term debt		26.2		22.5
Total Current Liabilities		309.2		327.4
LONG-TERM DEBT, NET OF CURRENT PORTION		383.0		474.6
DEFERRED INCOME TAXES		49.5		55.2
OTHER NONCURRENT LIABILITIES		47.4		50.3
STOCKHOLDERS’ EQUITY:
Preferred Stock, $0.10 par value; 5,000,000 shares authorized; no shares issued or outstanding		—		—
Class A common stock, $0.10 par value; 80,000,000 shares authorized; 1 vote per share; issued and outstanding, 27,803,429 shares at July 1, 2018 and 27,724,192 shares at December 31, 2017		2.8		2.8
Class B common stock, $0.10 par value; 25,000,000 shares authorized; 10 votes per share; issued and outstanding, 6,329,290 shares at July 1, 2018 and 6,379,290 shares at December 31, 2017		0.6		0.6
Additional paid-in capital		559.6		551.8
Retained earnings		407.4		372.9
Accumulated other comprehensive loss		(112.2)		(99.1)
Total Stockholders’ Equity		858.2		829.0
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,647.3	$	1,736.5


											Accumulated
	Class A			Class B			Additional				Other		Total
	Common Stock			Common Stock			Paid-In		Retained		Comprehensive		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Earnings		Loss		Equity
Balance at December 31, 2017	27,724,192	$	2.8	6,379,290	$	0.6	$	551.8	$	372.9	$	(99.1)	$	829.0
Reporting Comprehensive Income change in accounting principle (ASU 2018-02)	—		—	—		—		—		(0.7)		—		(0.7)
Net income	—		—	—		—		—		64.2		—		64.2
Other comprehensive loss	—		—	—		—		—		—		(13.1)		(13.1)
Comprehensive income														51.1
Shares of Class B common stock converted to Class A common stock	50,000		—	(50,000)		—		—		—		—		—
Shares of Class A common stock issued upon the exercise of stock options	12,583		—	—		—		—		—		—		—
Stock-based compensation	—		—	—		—		6.3		—		—		6.3
Stock repurchase	(138,634)		—	—		—		—		(10.8)		—		(10.8)
Issuance of net shares of restricted Class A common stock	96,473		—	—		—		—		(2.2)		—		(2.2)
Net change in restricted and performance stock units	58,815		—	—		—		1.5		(2.1)		—		(0.6)
Common stock dividends	—		—	—		—		—		(13.9)		—		(13.9)
Balance at July 1, 2018	27,803,429	$	2.8	6,329,290	$	0.6	$	559.6	$	407.4	$	(112.2)		858.2

											Accumulated
	Class A			Class B			Additional				Other		Total
	Common Stock			Common Stock			Paid-In		Retained		Comprehensive		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Earnings		Loss		Equity
Balance at April 2, 2018	27,852,496	$	2.8	6,329,290	$	0.6	$	555.4	$	383.6	$	(86.6)	$	855.8
Net income	—		—	—		—		—		36.0		—		36.0
Other comprehensive loss	—		—	—		—		—		—		(25.6)		(25.6)
Comprehensive income														10.4
Shares of Class A common stock issued upon the exercise of stock options	7,703		—	—		—		—		—		—		—
Stock-based compensation	—		—	—		—		3.6		—		—		3.6
Stock repurchase	(58,579)		—	—		—		—		(4.5)		—		(4.5)
Issuance of net shares of restricted Class A common stock	4,505		—	—		—		—		(0.3)		—		(0.3)
Net change in restricted and performance stock units	(2,696)		—	—		—		0.6		(0.2)		—		0.4
Common stock dividends	—		—	—		—		—		(7.2)		—		(7.2)
Balance at July 1, 2018	27,803,429	$	2.8	6,329,290	$	0.6	$	559.6	$	407.4	$	(112.2)		858.2


	July 1, 2018
	Gross Balance								Accumulated Impairment Losses						Net Goodwill
			Acquired		Foreign
	Balance		During		Currency		Balance		Balance		Impairment		Balance
	January 1,		the		Translation		July 1,		January 1,		Loss During		July 1,		July 1,
	2018		Period (1)		and Other		2018		2018		the Period		2018		2018
	(in millions)
Americas	$	437.4		1.5		(0.5)		438.4	$	(24.5)		—		(24.5)		413.9
Europe		249.3		—		(4.2)		245.1		(129.7)		—		(129.7)		115.4
APMEA		30.9		—		(0.8)		30.1		(12.9)		—		(12.9)		17.2
Total	$	717.6		1.5		(5.5)		713.6	$	(167.1)		—		(167.1)		546.5


							Total realized and unrealized
	Balance						(gains) losses included in:				Balance
	December 31,						Net earnings		Comprehensive		July 1,
	2017		Settlements		Purchases		adjustments		income		2018
	(in millions)
Redeemable financial instrument	$	2.9		—	$	—		—	$	(0.1)	$	2.8


	For the Second Quarter Ended July 1, 2018					For the Second Quarter Ended July 2, 2017
	Income		Shares	Per Share		Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
	(Amounts in millions, except per share information)
Basic EPS:
Net income	$	36.0	34.4	$	1.05	$	27.2	34.5	$	0.79
Effect of dilutive securities:
Common stock equivalents			—					—
Diluted EPS:
Net income	$	36.0	34.4	$	1.05	$	27.2	34.5	$	0.79


	For the Six Months Ended July 1, 2018					For the Six Months Ended July 2, 2017
	Income		Shares	Per Share		Income		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
	(Amounts in millions, except per share information)
Basic EPS:
Net income	$	64.2	34.4	$	1.87	$	48.9	34.5	$	1.42
Effect of dilutive securities:
Common stock equivalents			—					—
Diluted EPS:
Net income	$	64.2	34.4	$	1.87	$	48.9	34.5	$	1.42


	For the Second Quarter Ended			For the Second Quarter Ended
	July 1, 2018			July 2, 2017
	Number of shares	Cost of shares		Number of shares	Cost of shares
	repurchased	repurchased		repurchased	repurchased
	(amounts in millions, except share amount)
Total stock repurchased during the period:	58,579	$	4.5	72,674	$	4.5


	For the Six Months Ended			For the Six Months Ended
	July 1, 2018			July 2, 2017
	Number of shares	Cost of shares		Number of shares	Cost of shares
	repurchased	repurchased		repurchased	repurchased
	(amounts in millions, except share amount)
Total stock repurchased during the period:	138,634	$	10.8	141,786	$	9.0


	Issuer Purchases of Equity Securities
					(d) Maximum Number (or
	(a) Total			(c) Total Number of	Approximate Dollar
	Number of			Shares (or Units)	Value) of Shares (or
	Shares (or	(b) Average		Purchased as Part of	Units) that May Yet Be
	Units)	Price Paid per		Publicly Announced	Purchased Under the
Period	Purchased	Share (or Unit)		Plans or Programs	Plans or Programs
April 2, 2018 – April 29, 2018	2,797	$	75.24	—	—
April 30, 2018 – May 27, 2018	—	$	—	—	—
May 28, 2018 - July 1, 2018	—	$	—	—	—
Total	2,797	$	75.24	—	—