Shipping and Handling

Shipping and handling costs included in selling, general and administrative expenses amounted to ~~$13.9~~$14.6 million and ~~$13.2~~$14.7 million for the ~~first~~second quarters of 2019 and 2018, respectively, and were $28.5 million and $27.9 million for the first six months of 2019 and 2018, respectively.

Research and Development

Research and development costs included in selling, general and administrative expenses amounted to ~~$9.3~~$9.5 million and ~~$8.5~~$8.3 million for the ~~first~~second quarters of 2019 and 2018, respectively, and were $18.8 million and $16.8 million for the first six months of 2019 and 2018, respectively.

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


	For the three months ended March 31, 2019
			(in millions)

									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		Americas		Europe		APMEA		Consolidated
Wholesale	$	145.6	$	79.5	$	12.6	$	237.7	$	162.0	$	75.2	$	15.6	$	252.8	$	307.6	$	154.7	$	28.2	$	490.5
OEM		20.8		36.0		0.5		57.3		21.9		37.4		0.3		59.6		42.7		73.4		0.9		117.0
Specialty		76.1		—		0.4		76.5		87.9		—		0.7		88.6		163.9		—		1.0		164.9
DIY		16.4		0.8		—		17.2		15.2		0.6		—		15.8		31.7		1.4		—		33.1
Total	$	258.9	$	116.3	$	13.5	$	388.7	$	287.0	$	113.2	$	16.6	$	416.8	$	545.9	$	229.5	$	30.1	$	805.5

	For the three months ended March 31, 2019
			(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
Residential & Commercial Flow Control	$	147.4	$	45.4	$	10.7	$	203.5	$	161.3	$	43.6	$	11.6	$	216.5	$	308.7	$	89.1	$	22.3	$	420.1
HVAC and Gas Products		68.7		48.5		2.1		119.3		79.8		45.9		3.6		129.3		148.5		94.3		5.7		248.5
Drainage and Water Re-use Products		18.1		21.9		0.5		40.5		21.6		23.0		1.1		45.7		39.7		44.9		1.6		86.2
Water Quality Products		24.7		0.5		0.2		25.4		24.3		0.7		0.3		25.3		49.0		1.2		0.5		50.7
Total	$	258.9	$	116.3	$	13.5	$	388.7	$	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

~~Table of Contents~~

For the three months ended April 1, 2018

(in millions)

Distribution Channel

Americas

Europe

APMEA

Consolidated
Wholesale

$
136.6

$
82.7

$
13.9

$
233.2
OEM

19.1

39.5

0.5

59.1
Specialty

67.6

—

—

67.6
DIY

17.8

0.8

—

18.6
Total

$
241.1

$
123.0

$
14.4

$
378.5

For the three months ended April 1, 2018

(in millions)

Principal Product Line

Americas

Europe

APMEA

Consolidated
Residential & Commercial Flow Control

$
139.9

$
47.2

$
9.5

$
196.6
HVAC and Gas Products

62.5

53.9

4.3

120.7
Drainage and Water Re-use Products

16.5

21.6

0.3

38.4
Water Quality Products

22.2

0.3

0.3

22.8
Total

$
241.1

$
123.0

$
14.4

$
378.5

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 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 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 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.

~~Table of Contents~~

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	$	1.0	$	11.3	$	2.7
Change in period		(0.7)		0.1		—		(0.7)		0.1		—
Balance - March 31, 2019	$	0.3	$	11.4	$	2.7	$	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
Balance - July 1, 2018							$	1.4	$	11.6	$	2.7

The amount of revenue recognized during the three and six months ended ~~March 31,~~June 30, 2019 that was included in the opening contract liability balance was ~~$3.3 million.~~$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 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. ~~The change in Contract Liabilities is not material for the three months ended March 31, 2019.~~ There were no impairment losses related to Contract Assets for the three and six months ended ~~March 31,~~June 30, 2019.

The Company incurs costs to obtain and fulfill a contract; however, the Company has elected 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

The 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 an identified asset. The Company’s real estate leases, which ~~are comprised~~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 ~~are comprised~~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 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 the fixed lease payments for the single, combined lease component and used to measure the lease liability. Variable lease costs are recognized in the period when the event, activity, or circumstance in the lease agreement occurs.

~~Table of Contents~~

Some of the Company’s lease agreements include Company options to either extend and/or early terminate the lease, the costs of which are included in the Company’s 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 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 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 the consolidated balance sheet by asset category as of ~~March 31,~~June 30, 2019 were as 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

March 31, 2019

(in millions)
Operating Leases (1)

Real Estate

$
24.4
Automobile

3.3
Machinery and equipment

3.5
Total operating lease ROU Asset

$
31.2

Finance Leases (2)

Real Estate

$
14.5
Machinery and equipment

3.7
Less: Accumulated depreciation

(8.1)
Finance Leases, net

$
10.1

(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.

~~(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.~~

The maturity of the Company’s operating and finance lease liabilities as of ~~March 31,~~June 30, 2019 was as follows:


	March 31, 2019
	Operating Leases		Finance Leases
	(in millions)
2019 (excluding the three months ended March 31, 2019)	$	10.7	$	1.7

					June 30, 2019
					Operating Leases		Finance Leases
					(in millions)
2019 (excluding the six months ended June 30, 2019)					$	5.3	$	0.9
2020		8.7		1.6		9.6		1.8
2021		4.6		0.5		5.5		0.9
2022		3.0		0.3		3.3		0.6
2023		2.3		—		2.3		0.2
Thereafter		4.4		—		4.8		0.1
Total undiscounted minimum lease payments	$	33.7	$	4.1	$	30.8	$	4.5
Less imputed interest		2.2		0.3		1.9		0.3
Total lease liabilities	$	31.5	$	3.8	$	28.9	$	4.2
Included in the consolidated balance sheet
Current lease liabilities (included in other current liabilities)		10.0		1.7		9.6		1.8
Non-Current lease liabilities (included in other non-current liabilities)		21.5		2.1		19.3		2.4
Total lease liabilities	$	31.5	$	3.8	$	28.9	$	4.2

The total lease cost ~~was comprised~~consisted of the following amounts:


	March 31, 2019
	(in millions)

				Second Quarter Ended		Six Months Ended
				June 30, 2019		June 30, 2019
				(in millions)
Operating lease cost	$	2.9	$	3.0	$	5.9
Amortization of finance lease right-out-use assets:		0.3
Amortization of finance lease right-of-use assets:				0.3		0.6
Interest on lease liabilities				0.1		0.1
Variable lease cost		0.8		0.7		1.5
Total lease cost	$	4.0	$	4.1	$	8.1

~~Table of Contents~~

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


	March 31, 2019
	(in millions)

			June 30, 2019
			(in millions)
Operating cash flows from operating leases	$	3.0	$	5.9
Operating cash flows from finance leases				0.1
Financing cash flows from finance leases		0.4		0.8
Total cash paid for amounts included in the measurement of lease liabilities		3.4		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		0.3

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


	~~March 31,~~June 30, 2019
Weighted-average remaining lease term - finance leases		2.8	years
Weighted-average remaining lease term - operating leases		~~4.6~~4.2	years
Weighted-average discount rate - finance leases		3.8	%
Weighted-average discount rate - operating leases		3.1	%

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

March 31, 2019

Gross Balance

Accumulated Impairment Losses

Net Goodwill

Acquired

Foreign

Balance

During

Currency

Balance

Balance

Impairment

Balance

January 1,

the

Translation

March 31,

January 1,

Loss During

March 31,

March 31,


2019

Period

and Other

2019

2019

the Period

2019

2019

(in millions)
Americas

$
438.1

—

$
0.1

$
438.2

$
(24.5)

—

$
(24.5)

$
413.7
Europe

243.7

—

(2.0)

241.7

(129.7)

—

(129.7)

112.0
APMEA

30.1

—

0.1

30.2

(12.9)

—

(12.9)

17.3
Total

$
711.9

—

$
(1.8)

$
710.1

$
(167.1)

—

$
(167.1)

$
543.0

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

~~Table of Contents~~

Intangible assets include the following:


	March 31, 2019						December 31, 2018
	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	$	(15.8)	$	0.3	$	16.1	$	(15.8)	$	0.3	$	16.1	$	(15.8)	$	0.3	$	16.1	$	(15.8)	$	0.3
Customer relationships		232.9		(149.3)		83.6		232.9		(146.9)		86.0		232.9		(151.7)		81.2		232.9		(146.9)		86.0
Technology		54.6		(28.3)		26.3		54.6		(27.3)		27.3		54.6		(29.5)		25.1		54.6		(27.3)		27.3
Trade names		26.1		(11.9)		14.2		26.1		(11.5)		14.6		26.1		(12.3)		13.8		26.1		(11.5)		14.6
Other		4.3		(3.6)		0.7		4.3		(3.5)		0.8		4.3		(3.6)		0.7		4.3		(3.5)		0.8
Total amortizable intangibles		334.0		(208.9)		125.1		334.0		(205.0)		129.0		334.0		(212.9)		121.1		334.0		(205.0)		129.0
Indefinite-lived intangible assets		35.9		—		35.9		36.2		—		36.2		36.1		—		36.1		36.2		—		36.2
	$	369.9	$	(208.9)	$	161.0	$	370.2	$	(205.0)	$	165.2
													$	370.1	$	(212.9)	$	157.2	$	370.2	$	(205.0)	$	165.2

Aggregate amortization expense for amortized intangible assets for the second quarters ended June 30, 2019 and July 1, 2018 was $3.9 million and $5.1 million, respectively, and for the first ~~quarters~~six months of 2019 and 2018 was ~~$3.9~~$7.8 million and ~~$5.6~~$10.7 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 ~~$6.0~~$6.7 million as of ~~March 31,~~June 30, 2019, primarily related to increased severance and other related costs. Pre-tax restructuring charges of approximately ~~$1.4~~$1.3 million and $2.7 million were incurred for the three and six months ended ~~March 31,~~June 30, 2019 relating to additional severance benefits and cost cutting actions, resulting in approximately ~~$5.4~~$6.7 million of total program costs incurred to date. ~~The~~As of June 30, 2019, the costs ~~are expected to be~~associated with the 2018 actions had been fully ~~incurred within~~incurred. Through June 30, 2019 the ~~year ending December 31, 2019.~~Company paid approximately $3.2 million of severance benefits and other related costs. The restructuring reserve associated with these actions was approximately ~~$3.0~~$3.5 million as of ~~March 31,~~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 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:


	March 31,		December 31,
	2019		2018
	(in millions)

					June 30,		December 31,
					2019		2018
					(in millions)
Carrying amount	$	372.5	$	355.0	$	345.0	$	355.0
Estimated fair value	$	373.1	$	355.4	$	345.8	$	355.4

~~Table of Contents~~

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 ~~March 31,~~June 30, 2019 and December 31, 2018:


	Fair Value Measurement at March 31, 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)

									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)	$	2.5	$	2.5	$	—	$	—	$	2.4	$	2.4	$	—	$	—
Interest rate swaps (1)	$	4.8	$	—	$	4.8	$	—	$	2.3	$	—	$	2.3	$	—
Designated foreign currency hedge (1)	$	0.2	$	—	$	0.2	$	—
Total assets	$	7.5	$	2.5	$	5.0	$	—	$	4.7	$	2.4	$	2.3	$	—
Liabilities
Plan liability for deferred compensation(2)	$	2.5	$	2.5	$	—	$	—	$	2.4	$	2.4	$	—	$	—
Redeemable financial instrument(3)	$	2.8	$	—	$	—	$	2.8	$	2.8	$	—	$	—	$	2.8
Designated foreign currency hedges (4)									$	0.3	$	—	$	0.3	$	—
Total liabilities	$	5.3	$	2.5	$	—	$	2.8	$	5.5	$	2.4	$	0.3	$	2.8

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


	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.

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

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

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

~~(3)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.~~

The table below provides 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, 2018 to March 31, 2019.

Total realized and unrealized

Balance

(gains) losses included in:

Balance

December 31,

Net earnings

Comprehensive

March 31,


2018

Settlements

Purchases

adjustments

income

2019

(in millions)
Redeemable financial instrument

$
2.8

—

$
—

—

$
—

$
2.8

On November 30, 2015, the Company acquired 80% of the outstanding shares of Apex Valves Limited (“Apex”). The aggregate purchase price was ~~approximately~~ $20.4 million and the Company recorded a long-term liability of $5.5 million as the estimate of the acquisition date fair value on the contractual call option to purchase the remaining

~~Table of Contents~~

20% within three years of closing. The Company acquired an additional 10% ownership in the first quarter of 2017 for ~~approximately~~ $2.9 million, ~~and now owns~~increasing the Company’s ownership to 90% of Apex outstanding shares. ~~The remaining liability is classified as Level 3 under the fair value hierarchy as it is based on the commitment to purchase the remaining 10% of Apex shares which is not observable in the market.~~ In the fourth quarter of 2018 the Company executed an agreement to extend the exercise of the contractual call ~~option,~~option. The remaining liability of $2.8 million as of June 30, 2019 and December 31, 2018, was classified as Level 3 under the fair value hierarchy as it was based on the commitment to purchase the remaining 10% of Apex shares which ~~it expects to settle by~~was not observable in the ~~end~~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 ~~$50.0~~$30.0 million had been drawn as of ~~March 31,~~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”). 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 ~~March 31,~~June 30, 2019, a loss of ~~$1.3~~$1.9 million and $3.1 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~~second quarter and six months ended ~~April~~July 1, 2018, a gain of ~~$1.9~~$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.

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 foreign currencies, including the Canadian ~~Dollar,~~dollar, the euro, and the Chinese ~~Yuan.~~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~~dollar to U.S. ~~Dollar,~~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~~dollar to the Chinese ~~Yuan,~~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 ~~March 31,~~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 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 within cost of goods sold. In the event the notional amount of the

~~Table of Contents~~

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 notional amounts outstanding as of ~~March 31,~~June 30, 2019 for the Canadian ~~Dollar~~dollar to U.S. ~~Dollar~~dollar contracts and the U.S. ~~Dollar~~dollar to the Chinese ~~Yuan~~yuan contracts were ~~$13.5~~$13.1 million and ~~$13.2~~$8.9 million, respectively. The combined fair value of the Company’s designated foreign hedge contracts outstanding as of ~~March 31,~~June 30, 2019 was ~~$0.2~~a liability balance of $0.3 million. As of ~~March 31,~~ June 30, 2019,, the amount expected to be reclassified into cost of goods sold from other comprehensive income in the next twelve months for both programs is a ~~gain~~loss of ~~$0.3~~$0.2 million.

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 Three Months Ended March 31, 2019

For the Three Months Ended April 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

$
31.0

34.2

$
0.91

$
28.2

34.3

$
0.82

Effect of dilutive securities:

Common stock equivalents

—

0.1

Diluted EPS:

Net income

$
31.0

34.2

$
0.91

$
28.2

34.4

$
0.82

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

There were no options to purchase Class A common stock outstanding during the ~~three~~second quarters and six months ended ~~March 31,~~June 30, 2019 or ~~April~~July 1, 2018 that would have been 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. 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. ~~Consistent with the July 27, 2015~~For both stock repurchase ~~program,~~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 ~~March 31,~~June 30, 2019, there was approximately ~~$6.2~~$1.5 million remaining authorized for share repurchases under the July 27, 2015 program. The Company had not made any share repurchases under the February 6, 2019 program as of ~~March 31,~~June 30, 2019.

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 ~~March 31,~~June 30, 2019 and ~~April~~July 1, 2018:

For the Three Months Ended

For the Three Months Ended

March 31, 2019

April 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:

74,409

$
5.6

80,055

$
6.2


	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

9. ~~Stock‑Based~~Stock-Based Compensation

The Company issued 89,053 and ~~105,902~~115,422 shares of restricted stock and deferred shares during the first ~~three~~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 employees typically vest over a three-year period and awards to ~~non‑employee~~non-employee members of the Company’s Board of Directors vest immediately.

~~Table of Contents~~

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 with the number of shares of the Company’s Class A common stock awarded to each performance stock unit recipient determined based on the Company’s performance relative to certain performance goals set at the time the performance stock units were granted. 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 with changes to the related expense recorded in the period of adjustment. If the performance goals are not met, no awards are earned and previously recognized compensation expense is reversed. The Company granted 82,898 and 94,215 performance stock units during the first ~~three~~six months of 2019 and 2018, respectively.

Under the Management Stock Purchase Plan (“MSPP”) the Company granted ~~36,670~~37,486 restricted stock units (“RSUs”) and 36,208 RSUs during the first ~~three~~six months of 2019 and 2018, respectively. The MSPP allows for the granting of 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.

The fair value of each 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:


	2019		2018

					2019		2018
Expected life (years)	3.0		3.0		3.0		3.0
Expected stock price volatility	23.3	%	24.1	%	23.3	%	24.1	%
Expected dividend yield	1.1	%	1.0	%	1.1	%	1.0	%
Risk-free interest rate	2.5	%	2.4	%	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 of RSUs granted of $22.16 and $21.80 in 2019 and 2018, respectively.

A more detailed description of each of these plans can be found in Note 14 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

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, 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

First Quarter Ended


2019

2018

Net Sales




Americas

$
258.9

$
241.1
Europe

116.3

123.0
APMEA

13.5

14.4
Consolidated net sales

$
388.7

$
378.5
Operating income

Americas

$
43.1

$
36.4
Europe

13.2

14.9
APMEA

1.3

1.4
Subtotal reportable segments

57.6

52.7
Corporate(*)

(10.9)

(8.8)
Consolidated operating income

46.7

43.9
Interest income

(0.1)

(0.4)
Interest expense

3.6

4.3
Other expense, net

0.5

0.7
Income before income taxes

$
42.7

$
39.3
Capital Expenditures

Americas

$
3.9

$
4.6
Europe

3.0

2.5
APMEA

—

0.2
Consolidated capital expenditures

$
6.9

$
7.3
Depreciation and Amortization

Americas

$
7.1

$
7.1
Europe

3.6

4.9
APMEA

0.7

0.7
Consolidated depreciation and amortization

$
11.4

$
12.7
Identifiable assets (at end of period)

Americas

$
1,050.1

$
1,001.9
Europe

524.9

548.2
APMEA

108.4

138.4
Consolidated identifiable assets

$
1,683.4

$
1,688.5
Property, plant and equipment, net (at end of period)

Americas

$
114.3

$
110.3
Europe

78.7

83.7
APMEA

6.6

7.1
Consolidated property, plant and equipment, net

$
199.6

$
201.1

* 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, 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 ~~$110.3~~$109.9 million and ~~$106.2~~$107.6 million at ~~March 31,~~June 30, 2019 and ~~April~~July 1, 2018, respectively.

~~Table of Contents~~23

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

First Quarter Ended

March 31,

April 1,

2019

2018

(in millions)
U.S. net sales

$
243.5

$
225.2

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:


	First Quarter Ended
	March 31,		April 1,
	2019		2018
	(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	$	2.9	$	2.6	$	3.0	$	3.4	$	5.9	$	6.0
Europe		3.6		3.4		4.2		3.5		7.9		6.9
APMEA		16.9		16.7		18.8		24.7		35.7		41.4
Intersegment sales	$	23.4	$	22.7	$	26.0	$	31.6	$	49.5	$	54.3

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, 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)

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)

(1)

~~(1)~~

Cash flow hedges include interest rate swaps and designated foreign currency hedges. See Note 7 for further details.

12. Debt

In February 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 ~~March 31,~~June 30, 2019, the Company had drawn ~~$50.0~~$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 ~~$247.5~~$240.0 million of borrowings outstanding on the Term Loan Facility as of ~~March 31,~~June 30, 2019 and ~~$271.9~~$266.3 million outstanding as of ~~April~~July 1, 2018. The Company paid total installments on the Term Loan Facility of ~~$7.5~~$15.0 million during the first ~~three~~six months of 2019. The interest rates as of ~~March 31,~~June 30, 2019 on the Revolving Credit Facility and on the Term Loan Facility were ~~3.54%~~3.46% and ~~3.95%~~3.79%, respectively. The terms of Credit Agreement are further detailed in Note 12 of the Notes to Consolidated Financial Statements of the Annual Report on Form 10-K for the 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 ~~March 31,~~June 30, 2019 and ~~$25.7 million as of April~~July 1, 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.

~~Table of Contents~~

As of ~~March 31,~~June 30, 2019, the Company had ~~$424.2~~$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 12 of the Notes to Consolidated Financial Statements of the Annual Report on Form 10-K for the year ended December 31, 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 ~~March 31,~~June 30, 2019, the Company was in compliance with all covenants regarding this note agreement.

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 ~~March 31,~~June 30, 2019 are consistent with those discussed in Note 16 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

As of ~~March 31,~~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 $5.2 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 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”) 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. 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 ~~currently has nearly 200 members. 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. ~~To date, the Group has entered settlements with more than 600 defendants, and with several former Group members, for payment of response costs.~~ On March 1, 2019, the Group’s claims ~~against the remaining defendants~~ 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. 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.

14. Subsequent Events

23On July 29, 2019, the Company declared a quarterly dividend of twenty-three cents ($0.23) per share on each outstanding share of Class A common stock and Class B common stock payable on September 13, 2019 to stockholders of record on August 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 are a leading supplier of products, solutions and systems that manage and conserve the flow of fluids and energy into, through and out of buildings in the commercial and residential markets in the Americas, Europe and 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”~~(“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’~~Watts website, and investing in several new smart and connected product development projects. In 2019, we ~~are continuing~~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.

~~Table of Contents~~27

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. 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.

During the ~~first~~second quarter of 2019, sales increased ~~2.7%~~2.2%, or ~~$10.2~~$8.9 million, compared to the ~~first~~second quarter of 2018. The increase included organic sales growth of ~~5.6%~~4.3%, or ~~$21.2~~$17.4 million, primarily within the Americas ~~segment~~ and ~~our European drains business.~~Europe segments. This was partially offset by a decrease from foreign exchange of ~~2.9%~~2.1%, or ~~$11.0~~$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 ~~$46.7~~$54.3 million increased by ~~$2.8~~$2.1 million, or ~~6.4%~~4.0%, in the ~~first~~second quarter of 2019 as compared to the ~~first~~second quarter of 2018. This increase is primarily driven by price ~~volume,~~ and savings from productivity initiatives, partially offset by higher general inflation including tariffs, investments in strategic growth initiatives and increased restructuring costs.

Results of Operations

~~First~~Second Quarter Ended ~~March 31,~~June 30, 2019 Compared to ~~First~~Second Quarter Ended ~~April~~July 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 ~~first~~second quarters of 2019 and 2018 were as follows:


	First Quarter Ended				First Quarter Ended						% Change to
	March 31, 2019				April 1, 2018						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	$	258.9	66.6	%	$	241.1	63.7	%	$	17.8	4.7	%	$	287.0	68.9	%	$	272.0	66.7	%	$	15.0	3.7	%
Europe		116.3	29.9			123.0	32.5			(6.7)	(1.8)			113.2	27.1			117.1	28.7			(3.9)	(1.0)
APMEA		13.5	3.5			14.4	3.8			(0.9)	(0.2)			16.6	4.0			18.8	4.6			(2.2)	(0.5)
Total	$	388.7	100.0	%	$	378.5	100.0	%	$	10.2	2.7	%	$	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

$
18.6

$
3.0

$
(0.4)

$
21.2

4.9
%
0.8
%
(0.1)
%
5.6
%
7.7
%
2.5
%
(3.1)
%
Foreign exchange

(0.8)

(9.7)

(0.5)

(11.0)

(0.2)

(2.6)

(0.1)

(2.9)

(0.3)

(7.9)

(3.3)

Total

$
17.8

$
(6.7)

$
(0.9)

$
10.2

4.7
%
(1.8)
%
(0.2)
%
2.7
%
7.4
%
(5.4)
%
(6.4)
%

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	$	9.7	$	1.7	$	(1.3)	$	8.5	$	18.6	7.1	%	9.2	%	(7.3)	%	12.6	%	$	11.9	$	1.8	$	0.1	$	1.8	$	15.6	7.9	%	9.1	%	0.7	%	2.0	%
Europe		3.5		(0.5)		—		—		3.0	4.2		(1.3)		6.7		—			1.4		1.8		—		—		3.2	0.9		4.9		—		—
APMEA		0.3		0.1		—		(0.8)		(0.4)	2.7		10.7		—		(68.8)			(0.6)		—		—		(0.8)		(1.4)	(3.7)		—		—		(54.1)
Total	$	13.5	$	1.3	$	(1.3)	$	7.7	$	21.2									$	12.7	$	3.6	$	0.1	$	1.0	$	17.4

~~Table of Contents~~

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

Organic net sales in Europe increased primarily due to price and higher ~~volume and price. A portion of the higher volume~~volume. The increase in wholesale sales was driven by our ~~marine-based drains applications~~drainage and ~~valves sold through our wholesale channel.~~valve products. The ~~decrease~~increase in OEM sales was ~~primarily related~~mainly due to ~~softer sales of our electronics~~increases in certain HVAC products.

Organic net sales in APMEA decreased primarily due to softness within Korea, Australia, and ~~China,~~the Middle East, partially offset by increased sales in ~~the Middle East and Africa and Australia.~~China.

The net decrease in sales due to foreign exchange was primarily due to the depreciation of the euro, Chinese yuan, and Canadian dollar ~~and Chinese Yuan~~ against the U.S. dollar in the ~~first~~second quarter of 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 ~~first~~second quarters of 2019 and 2018 were as follows:


	First Quarter Ended
	March 31, 2019			April 1, 2018
	(dollars in millions)

							Second Quarter Ended
							June 30, 2019			July 1, 2018
							(dollars in millions)
Gross profit	$	164.2		$	156.7		$	174.6		$	169.4
Gross margin		42.2	%		41.4	%		41.9	%		41.5	%

Gross profit and gross margin percentage increased compared to the ~~first~~second quarter of 2018 due to price ~~volume,~~ and savings from productivity initiatives, which were partially offset by higher general inflation costs, including tariffs.

Selling, General and Administrative Expenses. Selling, general and administrative, or SG&A, expenses increased ~~$3.3~~$1.8 million, or ~~3.0%~~1.6%, in the ~~first~~second quarter of 2019 compared to the ~~first~~second quarter of 2018. The increase in SG&A expenses was attributable to the following:


	(in millions)		% Change

					(in millions)		% Change
Organic	$	6.1	5.4	%	$	4.1	3.5	%
Foreign exchange		(2.8)	(2.4)			(2.3)	(1.9)
Total	$	3.3	3.0	%	$	1.8	1.6	%

The organic increase was primarily related to investments in strategic growth initiatives of ~~$2.9~~$2.8 million, including investments in research and development for new products, commercial excellence, and technology and information systems. The organic increase was also due to higher variable costs related to increased sales totaling ~~$1.8~~$0.8 million and inflation of ~~$1.9 million primarily related to transportation costs.~~$1.3 million. There was also an increase in stock compensation expense of ~~$1.6~~$0.6 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 ~~our~~ performance goals related to our performance stock units. These increases were partially offset by a ~~$1.6~~$1.2 million decrease in amortization costs for certain intangible assets that reached the end of their useful lives, as well as incremental European restructuring savings of ~~$0.9~~$0.8 million compared to the ~~first~~second quarter of 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 ~~29.9%~~28.6% in the ~~first~~second quarter of 2019 compared to ~~29.8%~~28.7% in the ~~first~~second quarter of 2018.

Restructuring. In the ~~first~~second quarter of 2019, we recorded a net charge of ~~$1.4~~$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.

~~Table of Contents~~

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


							% Change to
							Consolidated
	First Quarter Ended						Operating
	March 31, 2019		April 1, 2018		Change		Income
	(dollars in millions)

															% Change to
									Second Quarter Ended						Consolidated
									June 30,		July 1,				Operating
									2019		2018		Change		Income
									(dollars in millions)
Americas	$	43.1	$	36.4	$	6.7	15.3	%	$	50.7	$	46.7	$	4.0	7.7	%
Europe		13.2		14.9		(1.7)	(3.9)			12.8		12.9		(0.1)	(0.2)
APMEA		1.3		1.4		(0.1)	(0.2)			1.2		1.6		(0.4)	(0.8)
Corporate		(10.9)		(8.8)		(2.1)	(4.8)			(10.4)		(9.0)		(1.4)	(2.7)
Total	$	46.7	$	43.9	$	2.8	6.4	%	$	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	$	6.7	$	1.0	$	—	$	(2.1)	$	5.6	15.3	%	2.3	%	—	%	(4.8)	%	12.8	%	18.4	%	6.7	%	—	%	(23.9)	%	$	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		—		(1.3)		(0.1)		—		(1.4)	—		(3.0)		(0.2)		—		(3.2)		—		(8.7)		(7.1)		—			(0.1)		(0.8)		(0.1)		—		(1.0)	(0.2)		(1.5)		(0.2)		—		(1.9)		(0.2)		(6.2)		(6.3)		—
Restructuring, impairment charges		—		(1.4)		—		—		(1.4)	—		(3.2)		—		—		(3.2)		—		(9.4)		—		—			—		(1.3)		—		—		(1.3)	—		(2.5)		—		—		(2.5)		—		(10.1)		—		—
Total	$	6.7	$	(1.7)	$	(0.1)	$	(2.1)	$	2.8	15.3	%	(3.9)	%	(0.2)	%	(4.8)	%	6.4	%	18.4	%	(11.4)	%	(7.1)	%	(23.9)	%	$	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 ~~$5.6~~$4.4 million compared to the ~~first~~second quarter of 2018, mainly due to price ~~volume,~~and savings from productivity initiatives ~~and operating~~including savings from restructuring actions. This increase ~~in operating income~~ was partially offset by higher general inflation, including the impact of tariffs, and investments in strategic growth initiatives.

Interest Expense. Interest expense decreased $0.7 million, or ~~16.3%~~15.9%, compared to the second quarter of 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 2019 compared to the second quarter of 2018. Refer to Note 12 of the Notes to Consolidated Financial Statements for further details.

Other income. Other income decreased $1.7 million compared to the second quarter of 2018. The decrease was primarily due to lower net foreign currency gains.

Income Taxes.Our effective income tax rate increased to 28.3% in the second quarter of 2019, from 27.6% in the second quarter of 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 2019, compared to $36.0 million, or $1.05 per common share, for the second quarter of 2018. Results for the second quarter of 2019 include an after-tax charge of $0.9 million, or $0.03 per common share, for restructuring.

Six Months Ended June 30, 2019 Compared to Six Months Ended July 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 the first six months ended 2019 and 2018 were as follows:


	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	$	545.9	67.8	%	$	513.1	65.3	%	$	32.8	4.2	%
Europe		229.5	28.5			240.1	30.5			(10.6)	(1.4)
APMEA		30.1	3.7			33.2	4.2			(3.1)	(0.4)
Total	$	805.5	100.0	%	$	786.4	100.0	%	$	19.1	2.4	%

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	$	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)		(16.8)		(1.2)		(19.4)	(0.2)		(2.2)		(0.2)		(2.6)		(0.3)		(7.0)		(3.7)
Total	$	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)
Americas	$	21.6	$	3.6	$	(1.2)	$	10.2	$	34.2	7.5	%	9.1	%	(3.7)	%	6.7	%
Europe		4.9		1.3		—		—		6.2	3.1		1.7		—		—
APMEA		(0.3)		0.1		—		(1.7)		(1.9)	(1.0)		10.6		—		(60.6)
Total	$	26.2	$	5.0	$	(1.2)	$	8.5	$	38.5

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

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 within Korea and Australia, partially offset by increased sales in China and the Middle East.

The net decrease in sales due to foreign exchange was primarily due to the depreciation of the euro, Chinese yuan, and Canadian dollar against the U.S. dollar in the first six months 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 first six months of 2019 and 2018 were as follows:


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

Gross profit and gross margin percentage increased compared to the first six months of 2018 due to price, volume, and savings from productivity initiatives, which were partially offset by higher general inflation costs including tariffs.

Selling, General and Administrative Expenses. SG&A expenses for the first six months of 2019 increased $5.1 million, or 2.2%, compared to the first six months of 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	%

The organic increase was primarily related to investments in strategic growth initiatives of $5.3 million, including investments in research and development for new products, commercial excellence, and technology and information systems. The organic increase was also due to higher variable costs related to increased sales totaling $2.5 million, inflation of $3.6 million and increased depreciation costs of $1.0 million. There was also an increase 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 our performance stock units. These increases were partially offset by a $2.8 million decrease in amortization costs for certain intangible assets that reached the end of their useful lives, as well as incremental European restructuring savings of $1.7 million compared to the six months of 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 2019 and 2018.

Restructuring. In the first six months of 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. Operating income (loss) by segment for the first six months of 2019 and 2018 was as follows:


							% Change to
	Six Months Ended						Consolidated
	June 30,		July 1,				Operating
	2019		2018		Change		Income
	(Dollars in millions)
Americas	$	93.8	$	83.1	$	10.7	11.1	%
Europe		26.0		27.8		(1.8)	(1.9)
APMEA		2.4		3.0		(0.6)	(0.6)
Corporate		(21.2)		(17.8)		(3.4)	(3.5)
Total	$	101.0	$	96.1	$	4.9	5.1	%

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)
Organic	$	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		(0.1)		(2.0)		(0.3)		—		(2.4)	(0.1)		(2.1)		(0.3)		—		(2.5)		(0.1)		(7.2)		(10.0)		—
Restructuring		—		(2.7)		—		—		(2.7)	—		(2.8)		—		—		(2.8)		—		(9.7)		—		—
Total	$	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 $10.0 million compared to the first six months of 2018, mainly due to price, volume, and savings from productivity initiatives, including savings from restructuring actions. This increase in

operating income was partially offset by higher general inflation, including the impact of tariffs, investments in strategic growth initiatives, and restructuring charges.

Interest Expense. Interest expense decreased $1.4 million, or 16.1%, in the first six months of 2019 as compared to the first six months of 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 first ~~quarter~~six months of 2019 compared to the first ~~quarter~~six months of 2018. Refer to Note 12 of the Notes to Consolidated Financial Statements for further details.

~~Other expense.~~Other expense (income), net. Other expense (income) decreased ~~$0.2~~$1.5 million to a net other expense balance of $0.4 million compared to the first ~~quarter of~~six months 2018. The decrease was primarily due to ~~lower~~ net foreign currency losses.

Income ~~Taxes.~~Taxes. Our effective income tax rate ~~decreased to 27.4%~~was 27.9% in each of the first ~~quarter~~six months of 2019 ~~from 28.2% in the first quarter of~~and 2018. ~~The lower rate is primarily related to the impact of foreign tax reserves in the first quarter of 2018.~~

Net Income. Net income was ~~$31.0~~$67.4 million, or ~~$0.91~~$1.97 per common share, for the first ~~quarter~~six months of 2019, compared to ~~$28.2~~$64.2 million, or ~~$0.82~~$1.87 per common share, for the first ~~quarter~~six months of 2018. Results for the first ~~quarter~~six months of 2019 include an after-tax charge of ~~$1.0~~$1.9 million, or ~~$0.03~~$0.06 per common share, for restructuring.

Liquidity and Capital Resources

We ~~used $24.2~~generated $19.7 million of net cash in operating activities in the first ~~quarter~~six months of 2019 as compared to ~~$26.1~~$1.5 million of net cash ~~used in~~provided by operating activities in the first ~~quarter~~six months of 2018. The ~~decrease in cash used~~increase was primarily related to inventory reductions and higher net income compared to the first ~~quarter~~six months of 2018. Additionally, in 2018 we made higher tax payments, including withholding taxes on repatriated cash.

We used ~~$6.9~~$14.3 million of net cash for investing activities compared to ~~$8.8~~$16.8 million used in the in the first ~~quarter~~six months of 2018. We used ~~$0.4~~$0.9 million less cash for ~~purchases of~~ capital ~~equipment~~expenditures in the first ~~quarter~~six months of 2019 compared to the first ~~quarter~~six months of 2018 and used ~~$1.5~~$1.8 million of cash for immaterial acquisitions in the first ~~quarter of~~six months 2018. For the remainder of 2019, we expect to invest approximately ~~$30~~$22 to ~~$35~~$25 million in capital equipment as part of our ongoing commitment to improve our operating capabilities.

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We used ~~$2.0~~$42.5 million of net cash from financing activities ~~for~~in the first ~~quarter~~six months of 2019 primarily ~~due to~~through long-term debt repayments of $50.0 million, dividend payments of ~~long-term debt of $12.5 million, payment of dividends of $7.3~~$15.2 million, payments for finance leases and ~~other activities of $7.2~~tax withholding on vested stock awards totaling $7.8 million and ~~payments to repurchase~~share repurchases of approximately ~~74,000~~130,000 shares of Class A common stock at a cost of ~~$5.6~~$10.3 million. ~~This was~~These cash outflows were partially offset by proceeds from additional draws on our line of credit ~~of $30.0~~totaling $40.0 million during the first ~~quarter~~six months of 2019.

In February 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 ~~March 31,~~June 30, 2019, we had drawn ~~$50.0~~$30.0 million ~~on this line of credit.~~against the Revolving Credit Facility. 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. We had ~~$247.5~~$240.0 million of borrowings outstanding on the Term Loan Facility as of ~~March 31,~~June 30, 2019. We paid total installments on the Term Loan Facility of ~~$7.5~~$15.0 million during the first ~~three~~six months of 2019. We had $25.8 million of stand-by letters of credit outstanding and had ~~$424.2~~$444.2 million of unused and available credit under the Revolving Credit Facility. As of ~~March 31,~~June 30, 2019, we were in compliance with all covenants related to the Credit Agreement.

As of ~~March 31,~~June 30, 2019, we held ~~$170.2~~$166.8 million in cash and cash equivalents. Of this amount, ~~$142.6~~$130.0 million of cash and cash equivalents were held by foreign subsidiaries. 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. Subsequent to recording the Toll Tax as part of the Tax Cuts and Jobs Act 2017, our intent is to permanently reinvest undistributed earnings of foreign subsidiaries, and we do not have any current plans to repatriate 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 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 used in operating activities in accordance with U.S. GAAP. Therefore it should not be considered an alternative to net cash used in operating activities as an indication of our performance. The cash conversion rate of free cash ~~outflow~~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.

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


	First Quarter Ended
	March 31,			April 1,
	2019			2018
	(in millions)

							Second Quarter Ended
							June 30,			July 1,
							2019			2018
							(in millions)
Net cash used in operating activities	$	(24.2)		$	(26.1)		$	19.7		$	1.5
Less: additions to property, plant, and equipment		(6.9)			(7.3)			(14.3)			(15.2)
Free cash outflow	$	(31.1)		$	(33.4)
Free cash flow (outflow)							$	5.4		$	(13.7)
Net income —as reported	$	31.0		$	28.2		$	67.4		$	64.2
Cash conversion rate of free cash outflow to net income		(100.3)	%		(118.4)	%
Cash conversion rate of free cash flow (outflow) to net income								8.0	%		(21.3)	%

Our free cash ~~outflow decreased in~~flow increased during the first ~~quarter~~half of 2019 when compared to the ~~free cash outflow for the~~ first ~~quarter~~half of 2018~~due to~~ primarily from inventory reductions, higher net income, and lower capital expenditures in ~~the first~~ ~~quarter of~~ 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 ~~March 31,~~June 30, 2019 was ~~18.2%~~15.9% compared to ~~14.4%~~14.3% at December 31, 2018. The increase was driven by an increase in net debt outstanding at ~~March 31,~~June 30, 2019 primarily ~~additional drawdowns on our Revolving Credit Facility of $30.0 million partially offset by payments on long-term debt of $12.5 million. The increase was also related~~due to a decrease in cash and cash equivalents compared to December 31, 2018 of ~~$33.9~~$37.3 million, partially offset by an overall decrease in debt during the first ~~quarter~~six months of ~~2019.~~ 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:


	March 31,		December 31,
	2019		2018
	(in millions)

					June 30,		December 31,
					2019		2018
					(in millions)
Current portion of long‑term debt	$	30.0	$	30.0	$	105.0	$	30.0
Plus: long-term debt, net of current portion		341.1		323.4		238.8		323.4
Less: cash and cash equivalents		(170.2)		(204.1)		(166.8)		(204.1)
Net debt	$	200.9	$	149.3	$	177.0	$	149.3

A reconciliation of capitalization is provided below:


	March 31,			December 31,
	2019			2018
	(in millions)

							June 30,			December 31,
							2019			2018
							(in millions)
Net debt	$	200.9		$	149.3		$	177.0		$	149.3
Total stockholders’ equity		905.1			891.3			934.2			891.3
Capitalization	$	1,106.0		$	1,040.6		$	1,111.2		$	1,040.6
Net debt to capitalization ratio		18.2	%		14.3	%		15.9	%		14.3	%

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

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 accounting policies are more fully described under the heading “Accounting Policies” in

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Note 2 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K as filed with the SEC on February 22, 2019, with the exception of the change in our lease accounting policy resulting from the adoption of ASC 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 7 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, 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. 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 ~~will~~ 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 fair value of our designated foreign hedge contracts outstanding as of ~~March 31,~~June 30, 2019 was ~~$0.2~~a liability balance of $0.3 million.

Under the Credit Agreement, we can choose either an Adjusted LIBOR or Alternative Base Rate (“ABR”). Accordingly, our earnings and cash flows are exposed to interest rate risk from changes in Adjusted LIBOR. In order to manage our exposure to changes in cash flows attributable to fluctuations in LIBOR-indexed interest payments related to our floating rate debt, we entered into two interest rate swaps. For each interest rate swap, 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 7 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

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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 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 these controls are operating effectively. We expect that the remediation of this material weakness will be completed prior to the end of fiscal 2019.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the ~~three months~~second quarter ended ~~March 31,~~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 leasing controls resulting from the adoption of ASC 842 as described in Note 2 in the Notes to Consolidated Financial Statements. Although the new leasing standard did not have a material impact on our consolidated statement of operations or our consolidated statement of cash flows, it did have a material impact on our consolidated balance sheet and disclosures. We implemented changes to our processes related to lease accounting and the control activities within them. These included the development of new policies based on the requirements of ASC 842, including new training, new lease authorization requirements, ongoing contract review,

certification requirements, system controls and 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.

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, 2018, we are party to certain litigation. There have been no material developments with respect to our contingencies and environmental remediation proceedings during the ~~three months~~quarter ended ~~March 31,~~June 30, 2019, other than as described in Note 13 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, 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.

~~Table of Contents~~

The following table includes information with respect to shares of our Class A common stock withheld to satisfy withholding tax obligations during the ~~three months~~second quarter ended ~~March 31,~~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
January 1, 2019 – January 27, 2019

—

$
—

—

—
January 28, 2019 – February 24, 2019

58,132

$
79.96

—

—
February 25, 2019 - March 31, 2019

32,847

$
81.94

—

—
Total

90,979

$
80.95

—

—

The following table includes information with respect to repurchases of our Class A common stock during the ~~first~~second quarter ended ~~March 31,~~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
January 1, 2019 – January 27, 2019

24,587

$
68.42

24,587

$
160,116,001
January 28, 2019 – February 24, 2019

21,293

$
75.97

21,293

$
158,498,429
February 25, 2019 - March 31, 2019

28,529

$
79.74

28,529

$
156,223,404
Total

74,409

$
74.92

74,409

(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.

(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.

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 Officer Incentive Bonus Plan. Incorporated by reference to the Registrant’s Current Report on Form 8-K dated February 6, 2019 (File No. 001-11499).~~
~~10.2†~~31.1†	~~Form of Deferred Stock Award Agreement under the Watts Water Technologies, Inc. Second Amended and Restated 2004 Stock Incentive Plan.~~
~~10.3†~~	~~Form of 2019 Performance Stock Unit Award Agreement under the Watts Water Technologies, Inc. Second Amended and Restated 2004 Stock Incentive Plan.~~

~~Table of Contents~~


~~Exhibit No.~~		~~Description~~
~~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 ~~March 31,~~June 30, 2019 and December 31, 2018, (ii) Consolidated Statements of Operations for the ~~Three~~Second Quarters and Six Months Ended ~~March 31,~~June 30, 2019 and ~~April~~July 1, 2018, (iii) Consolidated Statements of Comprehensive Income for the ~~Three~~Second Quarters and Six Months Ended ~~March 31,~~June 30, 2019 and ~~April~~July 1, 2018, (iv) Consolidated Statements of Stockholders’ Equity for the ~~Three~~Second Quarters and Six Months Ended ~~March 31,~~June 30, 2019 and ~~April~~July 1, 2018, (v) Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2019 and ~~April~~July 1, 2018, and (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: ~~May 3,~~August 1, 2019	By:	/s/ Robert J. Pagano, Jr.
		Robert J. Pagano, Jr.
		Chief Executive Officer (principal executive officer)

Date: ~~May 3,~~August 1, 2019	By:	/s/ Shashank Patel
		Shashank Patel Chief Financial Officer (principal financial officer)

Date: ~~May 3,~~August 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 ☐


Class		Outstanding at ~~April~~July 28, 2019
Class A Common Stock, $0.10 par value		~~27,692,316~~ 27,641,459

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


Part I. Financial Information			3

~~Part I. Financial Information~~Item 1.		3
Financial Statements			3
~~Item 1.~~	~~Financial Statements~~		3

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

	Consolidated Statements of Operations for the ~~First~~Second Quarters and Six Months ended ~~March 31,~~June 30, 2019 and ~~April~~July 1, 2018 (unaudited)		4
			4

	Consolidated Statements of Comprehensive Income for the ~~First~~Second Quarters and Six Months ended ~~March 31,~~June 30, 2019 and ~~April~~July 1, 2018 (unaudited)		5
			5

	Consolidated Statements of Stockholders’ Equity for the ~~First~~Second Quarters and Six Months ended ~~March 31,~~June 30, 2019 and ~~April~~July 1, 2018 (unaudited)		6
			6

	Consolidated Statements of Cash Flows for the ~~First Quarters~~Six Months ended ~~March 31,~~June 30, 2019 and ~~April~~July 1, 2018 (unaudited)		7
			8

	Notes to Consolidated Financial Statements (unaudited)		8 14

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24 27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		30 35

Item 4.	Controls and Procedures		30 36

Part II. Other Information			31 37

Item 1.	Legal Proceedings		31 37

Item 1A.	Risk Factors		31 37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		31 37

Item 6.	Exhibits		32 38

Signatures			34
			39


	March 31,		December 31,
	2019		2018
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	170.2	$	204.1
Trade accounts receivable, less allowance for doubtful accounts of $15.3 million at March 31, 2019 and $15.0 million at December 31, 2018		240.6		205.5
Inventories, net
Raw materials		95.2		87.4
Work in process		17.4		17.3
Finished goods		181.3		182.1
Total Inventories		293.9		286.8
Prepaid expenses and other current assets		25.2		24.9
Total Current Assets		729.9		721.3
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost		539.2		537.4
Accumulated depreciation		(339.6)		(335.5)
Property, plant and equipment, net		199.6		201.9
OTHER ASSETS:
Goodwill		543.0		544.8
Intangible assets, net		161.0		165.2
Deferred income taxes		2.2		1.6
Other, net		47.7		18.9
TOTAL ASSETS	$	1,683.4	$	1,653.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	111.5	$	127.2
Accrued expenses and other liabilities		137.1		130.6
Accrued compensation and benefits		43.2		60.9
Current portion of long-term debt		30.0		30.0
Total Current Liabilities		321.8		348.7
LONG-TERM DEBT, NET OF CURRENT PORTION		341.1		323.4
DEFERRED INCOME TAXES		42.6		38.5
OTHER NONCURRENT LIABILITIES		72.8		51.8
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, 27,710,297 shares at March 31, 2019 and 27,646,465 shares at December 31, 2018		2.8		2.8
Class B common stock, $0.10 par value; 25,000,000 shares authorized; 10 votes per share; issued and outstanding, 6,279,290 shares at March 31, 2019 and 6,329,290 shares at December 31, 2018		0.6		0.6
Additional paid-in capital		576.6		568.3
Retained earnings		452.1		440.7
Accumulated other comprehensive loss		(127.0)		(121.1)
Total Stockholders’ Equity		905.1		891.3
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,683.4	$	1,653.7


											Accumulated
	Class A			Class B			Additional				Other		Total
	Common Stock			Common Stock			Paid-In		Retained		Comprehensive		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Earnings		Income (Loss)		Equity
Balance at December 31, 2018	27,646,465	$	2.8	6,329,290	$	0.6	$	568.3	$	440.7	$	(121.1)	$	891.3
Net income	—		—	—		—		—		31.0		—		31.0
Other comprehensive income	—		—	—		—		—		—		(5.9)		(5.9)
Comprehensive income														25.1
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	9,881		—	—		—		0.6		—		—		0.6
Stock-based compensation	—		—	—		—		4.6		—		—		4.6
Stock repurchase	(74,409)		—	—		—		—		(5.6)		—		(5.6)
Net change in restricted and performance stock units	78,360		—	—		—		3.1		(6.7)		—		(3.6)
Common stock dividends	—		—	—		—		—		(7.3)		—		(7.3)
Balance at March 31, 2019	27,710,297	$	2.8	6,279,290	$	0.6	$	576.6	$	452.1	$	(127.0)	$	905.1


											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


	March 31, 2019
	(in millions)
Operating Leases (1)
Real Estate	$	24.4
Automobile		3.3
Machinery and equipment		3.5
Total operating lease ROU Asset	$	31.2

Finance Leases (2)
Real Estate	$	14.5
Machinery and equipment		3.7
Less: Accumulated depreciation		(8.1)
Finance Leases, net	$	10.1


	March 31, 2019
	Gross Balance								Accumulated Impairment Losses						Net Goodwill
			Acquired		Foreign
	Balance		During		Currency		Balance		Balance		Impairment		Balance
	January 1,		the		Translation		March 31,		January 1,		Loss During		March 31,		March 31,
	2019		Period		and Other		2019		2019		the Period		2019		2019
	(in millions)
Americas	$	438.1		—	$	0.1	$	438.2	$	(24.5)		—	$	(24.5)	$	413.7
Europe		243.7		—		(2.0)		241.7		(129.7)		—		(129.7)		112.0
APMEA		30.1		—		0.1		30.2		(12.9)		—		(12.9)		17.3
Total	$	711.9		—	$	(1.8)	$	710.1	$	(167.1)		—	$	(167.1)	$	543.0


							Total realized and unrealized
	Balance						(gains) losses included in:				Balance
	December 31,						Net earnings		Comprehensive		March 31,
	2018		Settlements		Purchases		adjustments		income		2019
	(in millions)
Redeemable financial instrument	$	2.8		—	$	—		—	$	—	$	2.8


	For the Three Months Ended			For the Three Months Ended
	March 31, 2019			April 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:	74,409	$	5.6	80,055	$	6.2


									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	$	18.6	$	3.0	$	(0.4)	$	21.2	4.9	%	0.8	%	(0.1)	%	5.6	%	7.7	%	2.5	%	(3.1)	%
Foreign exchange		(0.8)		(9.7)		(0.5)		(11.0)	(0.2)		(2.6)		(0.1)		(2.9)		(0.3)		(7.9)		(3.3)
Total	$	17.8	$	(6.7)	$	(0.9)	$	10.2	4.7	%	(1.8)	%	(0.2)	%	2.7	%	7.4	%	(5.4)	%	(6.4)	%


	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
January 1, 2019 – January 27, 2019	—	$	—	—	—
January 28, 2019 – February 24, 2019	58,132	$	79.96	—	—
February 25, 2019 - March 31, 2019	32,847	$	81.94	—	—
Total	90,979	$	80.95	—	—