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, thermostatic mixing
valves and leak detection products.



? HVAC & gas products-includes commercial high-efficiency boilers, water heaters
and heating solutions, hydronic and electric heating systems for 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 products-includes drainage products and engineered rain water harvesting solutions for commercial, industrial, marine and residential applications.

? Water quality products-includes point-of-use and point-of-entry water filtration, conditioning and scale prevention systems for commercial, marine 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; and continued enforcement of plumbing and building codes. 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 continue to migrate away from commoditized products where we
cannot add value. Our goal is to be a solutions provider, not merely a
components supplier. We continually look for strategic opportunities to invest
in new products and markets or divest existing product lines where necessary in
order to meet those objectives.



The Internet of Things has allowed companies to transform components into smart
and connected devices.  Over the past several years we have been building our
smart and connected foundation by expanding our internal capabilities and making
strategic acquisitions. 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.





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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.



COVID-19 Pandemic



The COVID-19 pandemic materially impacted our operating results in 2020. The
impact was most pronounced during the second quarter of 2020, which was shortly
after the World Health Organization declared COVID-19 a global pandemic and
government authorities around the world imposed lockdowns and restrictions.
However, as the second half of 2020 progressed and government-imposed
restrictions subsided, we noted market activity levels increasing with sales and
profits improving sequentially from the second to fourth quarters. Profits
improved in part from better volumes and in part from the cost actions we
executed in response to the pandemic. Entering 2021, first quarter and second
quarter results continued that trend of improved top line growth and profit
performance. However, there are still end markets we serve that may take time to
recover, and future regional COVID-19 outbreaks and lockdowns may occur that
could further impact our operating results.



We remain diligent as a company to mitigate future outbreaks in our facilities
by taking precautions to reduce the spread of COVID-19 while maintaining our
production capabilities. We continue to focus on the health and safety of our
employees, including ongoing social distancing guidelines and temperature
monitoring, providing personal protective equipment and maintaining our COVID-19
website for employees, which includes the latest CDC and other government
protocols.



Further, we believe the actions we have taken over the last several years to
strengthen our portfolio and increase customer intimacy, along with aggressively
paying down debt, have put us in a strong financial position. We maintain ample
liquidity to work through these uncertain times, including the refinancing of
our credit facility in the second quarter of 2021, and continue to invest for
the future. Our experienced management team is proactively managing this
situation and we are well positioned to respond to challenges presented by the
COVID-19 pandemic as they arise.



Our revenues improved in all three segments for the second quarter of 2021 as
compared to the second quarter of 2020, primarily driven by the negative impact
of COVID-19 last year. We have started to see recovery in certain markets,
however, future sales expansion or contraction is dependent on the duration and
severity of the evolving COVID-19 pandemic. Factors include supply chain
constraints, the construction lending markets, investments and capital spending
in building services construction markets, additional governmental actions that
may or may not be taken, and numerous other uncertainties, including COVID-19
vaccination rates and the impact of the virus variants.



As worldwide economies recover from the pandemic, increased market demand is
straining suppliers' ability to fill orders. This has been compounded by
logistical issues with respect to container capacity on ships, port congestion
and in-road trucking. Increased demand following the February 2021 South-Central
severe weather freeze in the United States has caused additional supply
constraints. The global shortage of electronic components like semiconductors
and other raw materials may continue to challenge our supply chain. We are also
experiencing higher transportation costs, including expedited freight cost, as
well as rising prices for commodities and other raw materials. While we were
able to effectively manage these issues during the first half of the year, we
cannot predict how supply chain issues and related costs may impact our ability
to service our customers, effectively roll out and realize price increases and
impact our profit margins in the second half of 2021.



Due to the above circumstances and as described generally in this Form 10-Q, the
Company's results of operations for the six months ended June 27, 2021 are not
necessarily indicative of the results to be expected for the full fiscal year.
Management cannot predict the full impact of the COVID-19 pandemic on the
Company's sales, supply chain, manufacturing and distribution or on economic
conditions generally, including the effects on customer spending. The extent of
the effects of the COVID-19 pandemic on the Company remains uncertain and will
depend on future developments, and such effects could exist for an extended
period of time even after the pandemic ends. For further information regarding
the impact of COVID-19 on the Company, see Part I, Item 1A, "Risk Factors" in
the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

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Financial Overview



Second quarter 2021 sales increased 37.9%, or $128.3 million, on a reported
basis and 32.1%, or $108.6 million, on an organic basis, compared to the second
quarter of 2020, primarily driven by the global economic recovery across all of
our operating segments following the significant negative effect of COVID-19
last year. This increase also included the growth in the Americas due to
positive demand driven by the February 2021 severe freezing weather in the
South-Central U.S. The severe freeze was estimated to have contributed
approximately 4% of incremental sales during the second quarter at a
consolidated level. The reported sales increase included the impact of foreign
exchange of 4.8%, or $16.1 million, primarily driven by a stronger euro, and a
net increase in acquired/divested sales of $3.6 million. Organic sales is a
non-GAAP financial measure that excludes the impacts of acquisitions,
divestitures and foreign exchange from year-over-year comparisons. Management
believes reporting organic sales growth provides useful information to
investors, potential investors and others, because it allows for additional
insight into underlying sales trends by providing sales growth on a consistent
basis. We reconcile the change in organic sales to our reported sales for each
region within our results below. Operating income of $52.7 million increased by
$21.7 million, or 70.0%, in the second quarter of 2021 as compared to the second
quarter of 2020. This increase was primarily driven by higher sales volume,
price, productivity and savings from prior restructuring actions, partially
offset by inflation, investments, the return of expenses related to business
normalization and restructuring charges related to the closure of a facility in
Méry, France. During the second quarter of 2021, we successfully completed
negotiations to exit the facility and recorded pre-tax restructuring charges of
$18.0 million in the quarter, with total expected pre-tax costs of $26.0 million
estimated to be incurred through the second half of 2022. See Note 6 of Notes to
Consolidated Financial Statements for more details.



Recent Developments



On August 2, 2021, we declared a quarterly dividend of twenty-six cents ($0.26)
per share on each outstanding share of Class A common stock and Class B common
stock payable on September 15, 2021 to stockholders of record on September

1,
2021.



Results of Operations


Second Quarter Ended June 27, 2021 Compared to Second Quarter Ended June 28, 2020

Net Sales. Our business is reported in three geographic segments: Americas, Europe and APMEA. Our net sales in each of these segments for each of the second quarters of 2021 and 2020 were as follows:






              Second Quarter Ended         Second Quarter Ended                  % Change to
                  June 27, 2021                June 28, 2020                     Consolidated
            Net Sales       % Sales      Net Sales       % Sales      Change      Net Sales

                                          (dollars in millions)
Americas    $    307.1           65.8 %  $    237.4           70.1 %  $  69.7            20.6 %
Europe           136.8           29.3          88.1           26.0       48.7            14.4
APMEA             23.1            4.9          13.2            3.9        9.9             2.9
Total       $    467.0          100.0 %  $    338.7          100.0 %  $ 128.3            37.9 %



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                   $     66.2    $  36.4    $    6.0    $ 108.6        19.5 %     10.8 %      1.8 %   32.1 %             27.9 %     41.3 %        51.0 %
Foreign exchange                 2.5       12.3         1.3       16.1         0.8        3.6        0.4      4.8                1.1       14.0           9.8
Acquired/divested, net           1.0          -         2.6        3.6         0.3          -        0.7      1.0                0.4          -          14.2
Total                     $     69.7    $  48.7    $    9.9    $ 128.3        20.6 %     14.4 %      2.9 %   37.9 %             29.4 %     55.3 %        75.0 %




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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    $      44.4     $   7.4     $  1.5     $       12.9     $   66.2              33.9 %    44.2 %     8.4 %        17.9 %
Europe             25.4        10.7        0.3                -         36.4              46.2      32.8      75.5             -
APMEA               6.0           -          -                -          6.0              53.1         -         -             -
Total       $      75.8     $  18.1     $  1.8     $       12.9     $  108.6
Organic net sales in the Americas increased due to higher volume and price in
the majority of our channels. The higher volume in 2021 was supported by the
global economic recovery, as well as the continued positive impact on our
wholesale and DIY channels from the February 2021 severe weather freeze in the
South-Central U.S. We estimate the severe weather freeze drove approximately 5%
of incremental sales for the region in the second quarter of 2021.



Organic net sales in Europe increased due to higher volume and price, with volume growth in all major regions in 2021 primarily driven by the global economic recovery. Net sales also increased due to higher demand in our plumbing products within the French wholesale market as well as in our HVAC products within the Italy and Germany OEM markets driven by government energy incentives.





Organic net sales in APMEA increased primarily due to higher volumes in China
and New Zealand and from the global economic recovery. China's sales growth was
primarily driven by higher demand for commercial valves within data centers.



The net increase in sales due to foreign exchange was primarily due to the
appreciation of the euro against the U.S. dollar in the second quarter of 2021.
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.

The change in net sales due to acquired/divested relates to two immaterial acquisitions, one in the APMEA segment in the third quarter of 2020, and one in the Americas segment in the fourth quarter of 2020, partially offset by an immaterial divestiture in our APMEA segment during the third quarter of 2020.

Gross Profit. Gross profit and gross profit as a percent of net sales (gross margin) for the second quarters of 2021 and 2020 were as follows:






                      Second Quarter Ended
                June 27, 2021       June 28, 2020

                      (dollars in millions)
Gross profit   $         200.1     $         134.9
Gross margin              42.8 %              39.8 %




Gross profit and gross margin increased primarily from higher sales volume,
price and productivity savings, partially offset by investments, the return of
expenses related to business normalization, higher freight costs to expedite
components and product, and general inflation.





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Selling, General and Administrative Expenses. Selling, general and administrative, or SG&A, expenses increased $32.8 million, or 33.6%, in the second quarter of 2021 compared to the second quarter of 2020. The increase in SG&A expenses was attributable to the following:






                           (in millions)     % Change
Organic                   $          27.0        27.7 %
Foreign exchange                      3.9         4.0
Acquired/divested, net                1.9         1.9
Total                     $          32.8        33.6 %




The organic increase related to the return of expenses related to business
normalization of $5.6 million, increased variable costs due to the higher sales
volume of $7.8 million, an increase in short-term and long-term compensation
related accruals due to adjustments to expected attainment levels of $10.2
million, an increase in investments of $3.8 million, including new products,
commercial excellence, and technology, increased product liability costs of $1.7
million, as well as general inflation of $2.1 million compared to the second
quarter of 2020. These increases were partially offset by restructuring savings
of $2.3 million and $4.3 million due to productivity initiatives. The increase
in foreign exchange was mainly due to the appreciation of the euro against the
U.S. dollar. The acquired/divested, net SG&A costs related to two immaterial
acquisitions, one in the APMEA segment in the third quarter of 2020, and one in
the Americas segment in the fourth quarter of 2020, partially offset by SG&A
costs related to an immaterial divestiture in our APMEA segment. Total SG&A
expenses, as a percentage of sales, were 27.9% in the second quarter of 2021
compared to 28.8% in the second quarter of 2020.



Restructuring. In the second quarter of 2021, we recorded a net restructuring
charge of $17.0 million, which included an $18.0 million charge related to a
2021 French restructuring program that was approved in the second quarter of
2021. The charge was partially offset by adjustments reducing previous estimates
related to severance accruals from the programs initiated in the second and
third quarters of 2020 in response to the economic challenges from the COVID-19
pandemic. For a more detailed description of our current restructuring plans,
see Note 6 of the Notes to Consolidated Financial Statements.



Operating Income. Operating income (loss) by segment for the second quarters of 2021 and 2020 was as follows:

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