COGNEX CORP (Form: 10-Q, Received: 07/29/2019 16:09:42)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



☒	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2019 or



☐	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________

Commission File Number 001-34218

COGNEX CORPORATION

(Exact name of registrant as specified in its charter)



Massachusetts		04-2713778
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Vision Drive

Natick, Massachusetts 01760-2059

(508) 650-3000

(Address, including zip code, and telephone number, including area code, of principal executive offices)

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.002 per share	CGNX	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

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



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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

As of June 30, 2019, there were 170,660,621 shares of Common Stock, $.002 par value per share, of the registrant outstanding.

INDEX



PART I	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (interim periods unaudited)	3
	Consolidated Statements of Operations for the three-month and six-month periods ended June 30, 2019 and July 1, 2018	3
	Consolidated Statements of Comprehensive Income for the three-month and six-month periods ended June 30, 2019 and July 1, 2018	4
	Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018	5
	Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2019 and July 1, 2018	6
	Consolidated Statements of Shareholders’ Equity for the three-month and six-month periods ended June 30, 2019 and July 1, 2018	7
	Notes to Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	26

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

	Signatures	29

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

COGNEX CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)



	Three-months Ended						Six-months Ended
	June 30, 2019			July 1, 2018			June 30, 2019			July 1, 2018
	(unaudited)						(unaudited)
Revenue	$	199,047		$	211,264		$	372,531		$	380,831
Cost of revenue	50,967			54,169			97,251			94,367
Gross margin	148,080			157,095			275,280			286,464
Research, development, and engineering expenses	28,079			26,888			58,321			57,964
Selling, general, and administrative expenses	68,245			66,752			135,056			130,449
Operating income	51,756			63,455			81,903			98,051
Foreign currency gain (loss)	140			(195		)	(108		)	(329		)
Investment income	5,223			3,559			10,128			6,799
Other income (expense)	(144		)	(246		)	783			31
Income before income tax expense	56,975			66,573			92,706			104,552
Income tax expense	8,226			10,377			10,853			11,139
Net income	$	48,749		$	56,196		$	81,853		$	93,413

Net income per weighted-average common and common-equivalent share:
Basic	$	0.28		$	0.33		$	0.48		$	0.54
Diluted	$	0.28		$	0.32		$	0.47		$	0.52

Weighted-average common and common-equivalent shares outstanding:
Basic	171,318			172,370			171,209			172,825
Diluted	175,448			177,149			175,528			178,418

Cash dividends per common share	$	0.050		$	0.045		$	0.100		$	0.090

The accompanying notes are an integral part of these consolidated financial statements.

COGNEX CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)



	Three-months Ended						Six-months Ended
	June 30, 2019			July 1, 2018			June 30, 2019			July 1, 2018
	(unaudited)						(unaudited)
Net income	$	48,749		$	56,196		$	81,853		$	93,413
Other comprehensive income (loss), net of tax:

Available-for-sale investments:
Net unrealized gain (loss), net of tax of $239 and $8 in the three-month periods and net of tax of $507 and ($106) in the six-month periods, respectively	2,311			490			4,562			(702		)
Reclassification of net realized (gain) loss into current operations	(382		)	(247		)	(422		)	(269		)
Net change related to available-for-sale investments	1,929			243			4,140			(971		)

Foreign currency translation adjustments:
Foreign currency translation adjustments	(663		)	(7,253		)	(445		)	(3,197		)
Net change related to foreign currency translation adjustments	(663		)	(7,253		)	(445		)	(3,197		)

Other comprehensive income (loss), net of tax	1,266			(7,010		)	3,695			(4,168		)
Total comprehensive income	$	50,015		$	49,186		$	85,548		$	89,245

The accompanying notes are an integral part of these consolidated financial statements.

COGNEX CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands)



	June 30, 2019			December 31, 2018
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	89,104		$	108,212
Current investments	364,487			427,348
Accounts receivable, less reserves of $1,778 and $1,646 in 2019 and 2018, respectively	107,643			119,172
Unbilled revenue	10,300			8,312
Inventories	72,889			83,282
Prepaid expenses and other current assets	34,451			34,000
Total current assets	678,874			780,326
Non-current investments	408,032			262,039
Property, plant, and equipment, net	89,342			91,396
Operating lease assets	17,928			—
Goodwill	113,208			113,208
Intangible assets, net	8,575			10,113
Deferred income taxes	28,537			28,660
Other assets	5,424			3,925
Total assets	$	1,349,920		$	1,289,667

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,729		$	16,230
Accrued expenses	48,709			60,220
Accrued income taxes	1,078			5,062
Deferred revenue and customer deposits	18,332			9,845
Operating lease liabilities	5,835			—
Total current liabilities	85,683			91,357
Non-current operating lease liabilities	12,149			—
Deferred income taxes	—			962
Reserve for income taxes	8,091			7,106
Non-current accrued income taxes	51,113			51,113
Other liabilities	1,244			3,866
Total liabilities	158,280			154,404

Shareholders’ equity:
Preferred stock, $.01 par value – Authorized: 400 shares in 2019 and 2018, respectively, no shares issued and outstanding	—			—
Common stock, $.002 par value – Authorized: 300,000 shares in 2019 and 2018, respectively, issued and outstanding: 170,661 and 170,820 shares in 2019 and 2018, respectively	341			342
Additional paid-in capital	578,871			529,208
Retained earnings	649,234			646,214
Accumulated other comprehensive loss, net of tax	(36,806		)	(40,501		)
Total shareholders’ equity	1,191,640			1,135,263
	$	1,349,920		$	1,289,667

The accompanying notes are an integral part of these consolidated financial statements.

COGNEX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



	Six-months Ended
	June 30, 2019			July 1, 2018
	(unaudited)
Cash flows from operating activities:
Net income	$	81,853		$	93,413
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	23,248			22,196
Depreciation of property, plant, and equipment	10,537			8,874
Amortization of intangible assets	1,538			1,538
Amortization of discounts or premiums on investments	(342		)	94
Realized (gain) loss on sale of investments	(422		)	(269		)
Revaluation of contingent consideration	(863		)	(254		)
Change in deferred income taxes	(1,311		)	(2,385		)
Change in operating assets and liabilities:
Accounts receivable	11,383			(18,779		)
Unbilled revenue	(1,989		)	3,803
Inventories	10,394			(23,220		)
Prepaid expenses and other current assets	(463		)	(23,112		)
Accounts payable	(4,528		)	(10,889		)
Accrued expenses	(12,270		)	(5,666		)
Accrued income taxes	(4,000		)	(5,360		)
Deferred revenue and customer deposits	8,575			32,470
Other	(1,190		)	162
Net cash provided by operating activities	120,150			72,616
Cash flows from investing activities:
Purchases of investments	(664,896		)	(336,189		)
Maturities and sales of investments	587,175			431,008
Purchases of property, plant, and equipment	(8,969		)	(21,675		)
Net cash provided by (used in) investing activities	(86,690		)	73,144
Cash flows from financing activities:
Issuance of common stock under stock plans	26,417			14,811
Repurchase of common stock	(61,690		)	(121,308		)
Payment of dividends	(17,146		)	(15,524		)
Payment of contingent consideration	—			(1,000		)
Net cash provided by (used in) financing activities	(52,419		)	(123,021		)
Effect of foreign exchange rate changes on cash and cash equivalents	(149		)	(119		)
Net change in cash and cash equivalents	(19,108		)	22,620
Cash and cash equivalents at beginning of period	108,212			106,582
Cash and cash equivalents at end of period	$	89,104		$	129,202

The accompanying notes are an integral part of these consolidated financial statements.

COGNEX CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)



	Common Stock					Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Shares		Par Value			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance as of March 31, 2019	171,537		$	343		$	555,834	$	670,754		$	(38,072	)	$	1,188,859
Issuance of common stock under stock plans	522		1			12,070		—			—			12,071
Repurchase of common stock	(1,398	)	(3		)	—		(61,687		)	—			(61,690		)
Stock-based compensation expense	—		—			10,967		—			—			10,967
Payment of dividends	—		—			—		(8,582		)	—			(8,582		)
Net income	—		—			—		48,749			—			48,749
Net unrealized gain (loss) on available-for-sale investments, net of tax of $239	—		—			—		—			2,311			2,311
Reclassification of net realized (gain) loss on the sale of available-for-sale investments	—		—			—		—			(382		)	(382		)
Foreign currency translation adjustment	—		—			—		—			(663		)	(663		)
Balance as of June 30, 2019 (unaudited)	170,661		$	341		$	578,871	$	649,234		$	(36,806	)	$	1,191,640



	Common Stock					Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Shares		Par Value			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance as of April 1, 2018	172,948		$	346		$	485,654	$	622,856		$	(31,757	)	$	1,077,099
Issuance of common stock under stock plans	184		1			3,687		—			—			3,688
Repurchase of common stock	(1,100	)	(3		)	—		(52,103		)	—			(52,106		)
Stock-based compensation expense	—		—			9,002		—			—			9,002
Payment of dividends	—		—			—		(7,737		)	—			(7,737		)
Adjustment as a result of the adoption of ASU 2016-06 "Income Taxes - Intra-Entity Transfers Other than Inventory"	—		—			—		—			—			—
Net income	—		—			—		56,196			—			56,196
Net unrealized gain (loss) on available-for-sale investments, net of tax of $8	—		—			—		—			490			490
Reclassification of net realized (gain) loss on the sale of available-for-sale investments	—		—			—		—			(247		)	(247		)
Foreign currency translation adjustment	—		—			—		—			(7,253		)	(7,253		)
Balance as of July 1, 2018 (unaudited)	172,032		$	344		$	498,343	$	619,212		$	(38,767	)	$	1,079,132

The accompanying notes are an integral part of these consolidated financial statements.

COGNEX CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)



	Common Stock					Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Shares		Par Value			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance as of December 31, 2018	170,820		$	342		$	529,208	$	646,214		$	(40,501	)	$	1,135,263
Issuance of common stock under stock plans	1,239		2			26,415		—			—			26,417
Repurchase of common stock	(1,398	)	(3		)	—		(61,687		)	—			(61,690		)
Stock-based compensation expense	—		—			23,248		—			—			23,248
Payment of dividends	—		—			—		(17,146		)	—			(17,146		)
Net income	—		—			—		81,853			—			81,853
Net unrealized gain (loss) on available-for-sale investments, net of tax of $507	—		—			—		—			4,562			4,562
Reclassification of net realized (gain) loss on the sale of available-for-sale investments	—		—			—		—			(422		)	(422		)
Foreign currency translation adjustment	—		—			—		—			(445		)	(445		)
Balance as of June 30, 2019 (unaudited)	170,661		$	341		$	578,871	$	649,234		$	(36,806	)	$	1,191,640



	Common Stock					Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	Shares		Par Value			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance as of December 31, 2017	173,507		$	347		$	461,338	$	668,587		$	(34,599	)	$	1,095,673
Issuance of common stock under stock plans	881		2			14,809		—			—			14,811
Repurchase of common stock	(2,356	)	(5		)	—		(121,303		)	—			(121,308		)
Stock-based compensation expense	—		—			22,196		—			—			22,196
Payment of dividends	—		—			—		(15,524		)	—			(15,524		)
Adjustment as a result of the adoption of ASU 2016-06 "Income Taxes - Intra-Entity Transfers Other than Inventory"	—		—			—		(5,961		)	—			(5,961		)
Net income	—		—			—		93,413			—			93,413
Net unrealized gain (loss) on available-for-sale investments, net of tax of ($106)	—		—			—		—			(702		)	(702		)
Reclassification of net realized (gain) loss on the sale of available-for-sale investments	—		—			—		—			(269		)	(269		)
Foreign currency translation adjustment	—		—			—		—			(3,197		)	(3,197		)
Balance as of July 1, 2018 (unaudited)	172,032		$	344		$	498,343	$	619,212		$	(38,767	)	$	1,079,132

The accompanying notes are an integral part of these consolidated financial statements.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1: Summary of Significant Accounting Policies

As permitted by the rules of the Securities and Exchange Commission applicable to Quarterly Reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles (GAAP). As a result of the adoption of ASC 842 "Leases," Cognex Corporation (the "Company") has provided new disclosures related to leases in this Quarterly Report on Form 10-Q. Reference should be made to the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for a full description of other significant accounting policies.

In the opinion of the management of the Company, the accompanying consolidated unaudited financial statements contain all adjustments, consisting of normal, recurring adjustments, and financial statement reclassifications necessary to present fairly the Company’s financial position as of June 30, 2019, and the results of its operations for the three-month and six-month periods ended June 30, 2019 and July 1, 2018, and changes in shareholders’ equity, comprehensive income, and cash flows for the periods presented.

The results disclosed in the Consolidated Statements of Operations for the three-month and six-month periods ended June 30, 2019 are not necessarily indicative of the results to be expected for the full year.

Leases

The Company accounts for leases in accordance with Accounting Standard Codification (ASC) 842, "Leases." The core principle of ASC 842 is that a lessee should recognize on the balance sheet the assets and liabilities that arise from leases.

At inception of a contract, the Company determines whether that contract is or contains a lease. The Company determines whether a contract contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. The Company has control of the asset if it has the right to direct the use of the asset and obtains substantially all of the economic benefits from the use of the asset throughout the period of use.

As a practical expedient, the Company does not recognize a lease asset or lease liability for leases with a lease term of 12 months or less. In the determination of the lease term, the Company considers the existence of extension or termination options and the probability of those options being exercised.

Lease contracts may include lease components and non-lease components, such as common area maintenance and utilities for property leases. As a practical expedient, the Company accounts for the non-lease components together with the lease components as a single lease component for all of its leases.

The Company classifies a lease as a finance lease when it meets any of the following criteria at the lease commencement date: a) the lease transfers ownership of the underlying asset to the Company by the end of the lease term; b) the lease grants the Company an option to purchase the underlying asset that the Company is reasonably certain to exercise; c) the lease term is for the major part of the remaining economic life of the underlying asset (the Company considers a major part to be 75% or more of the remaining economic life of the underlying asset); d) the present value of the sum of the lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset (the Company considers substantially all the fair value to be 90% or more of the fair value of the underlying asset amount); or e) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. When none of the criteria above are met, the Company classifies the lease as an operating lease.

On the lease commencement date, the Company records a lease asset and lease liability on the balance sheet. The lease asset consists of: 1) the amount of the initial lease liability; 2) any lease payments made to the lessor at or before the lease commencement date, minus any lease incentives received; and 3) any initial direct cost incurred by the Company. Initial direct costs are incremental costs of a lease that would not have been incurred if the lease had not been obtained and are capitalized as part of the lease asset.

The lease liability equals the present value of the future cash payments discounted using the Company's incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments over a similar term, which is the three-month London Interbank Offered Rate (LIBOR) plus a 2.5% credit risk spread.

Operating lease expense equals the total cash payments recognized on a straight-line basis over the lease term. The amortization of the lease asset is calculated as the straight-line lease expense less the accretion of the interest on the lease liability each period. The lease liability is reduced by the cash payment less the interest each period.

NOTE 2: New Pronouncements

Accounting Standards Update (ASU) 2016-13, "Financial Instruments - Measurement of Credit Losses"

ASU 2016-13 applies to all reporting entities holding financial assets that are not accounted for at fair value through net income (debt securities). The amendments in this ASU eliminate the probable initial recognition threshold to recognize a credit loss under current U.S. GAAP and, instead, reflect an entity’s current estimate of all expected credit losses. In addition, this ASU broadens the information an entity must consider in developing the credit loss estimate, including the use of reasonable and supportable forecasted information. The amendments in this ASU require that credit losses on available-for-sale debt securities be presented as an allowance rather than as a write-down and an entity will be able to record reversals of credit losses in current period net income. For public companies, the guidance in ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. This ASU should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Management does not expect ASU 2016-13 to have a material impact on the Company's financial statements and disclosures.

Accounting Standards Update (ASU) 2017-08, "Receivables - Nonrefundable Fees and Other Costs - Premium Amortization on Purchased Callable Debt Securities"

ASU 2017-08 applies to all reporting entities that hold investments in callable debt securities that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date (that is, at a premium). The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. Under current GAAP, premiums and discounts on callable debt securities generally are amortized to the maturity date. If that callable debt security is subsequently called, the entity records a loss equal to the unamortized premium. The amendments in this ASU more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities. For public companies, the amendments in ASU 2017-08 are effective for annual periods beginning after December 15, 2019 and interim reporting periods within annual years beginning after December 15, 2020. This ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption, and, in the period of adoption, the entity is required to provide disclosures about the change in accounting principle. Early adoption is permitted, including adoption in an interim period. Management does not expect ASU 2017-08 to have a material impact on the Company's financial statements and disclosures.

Accounting Standards Update (ASU) 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software"

ASU 2018-15 applies to entities that are a customer in a hosting arrangement that is a service contract. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Accordingly, the amendments in this ASU require an entity in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. Further, it requires the entity to expense the capitalized implementation costs over the term of the hosting arrangement. In addition, it requires the presentation of the expenses related to the capitalized implementation costs in the same line item in the statement of income as the fees associated with the hosting element of the arrangement and the classification of the payments for the capitalized implementation costs in the statement of cash flows in the same manner as the payments made for the fees associated with the hosting element. The amendments in this ASU are effective for public entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. Management does not expect ASU 2018-15 to have a material impact on the Company's financial statements and disclosures.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3: Fair Value Measurements

Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following table summarizes the financial assets and liabilities required to be measured at fair value on a recurring basis as of June 30, 2019 (in thousands):



	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Money market instruments	$	3,099	$	—	$	—
Treasury bills	—		307,490		—
Corporate bonds	—		278,991		—
Asset-backed securities	—		145,432		—
Sovereign bonds	—		20,823		—
Agency bonds	—		13,686		—
Municipal bonds	—		6,097		—
Economic hedge forward contracts	—		20		—
Liabilities:
Economic hedge forward contracts	—		13		—
Contingent consideration liabilities	—		—		1,691

The Company’s money market instruments are reported at fair value based upon the daily market price for identical assets in active markets, and are therefore classified as Level 1.

The Company’s debt securities and forward contracts are reported at fair value based upon model-driven valuations in which all significant inputs are observable or can be derived from or corroborated by observable market data for substantially the full term of the asset or liability, and are therefore classified as Level 2. Management is responsible for estimating the fair value of these financial assets and liabilities, and in doing so, considers valuations provided by a large, third-party pricing service. For debt securities, this service maintains regular contact with market makers, brokers, dealers, and analysts to gather information on market movement, direction, trends, and other specific data. They use this information to structure yield curves for various types of debt securities and arrive at the daily valuations. The Company's forward contracts are typically traded or executed in over-the-counter markets with a high degree of pricing transparency. The market participants are generally large commercial banks.

The Company did not record an other-than-temporary impairment of these financial assets during the three-month or six-month periods ended June 30, 2019 and July 1, 2018.

The Company's contingent consideration liabilities are reported at fair value based upon probability-adjusted present values of the consideration expected to be paid using significant inputs that are not observable in the market and are therefore classified as Level 3. Key assumptions used in these estimates include probability assessments with respect to the likelihood of achieving certain revenue milestones. The fair values of these contingent consideration liabilities were calculated using discount rates consistent with the level of risk of achievement, and are remeasured each reporting period with changes in fair value recorded in "Other income (expense)" on the Consolidated Statements of Operations.

The following table summarizes the activity for the Company's liability measured at fair value using Level 3 inputs for the six-month period ended June 30, 2019 (in thousands):



Balance as of December 31, 2018	$	2,554
Fair value adjustment to GVi contingent consideration	(1,019		)
Fair value adjustment to Chiaro contingent consideration	156
Balance as of June 30, 2019	$	1,691

Non-financial Assets that are Measured at Fair Value on a Non-recurring Basis

Non-financial assets such as property, plant and equipment, goodwill, and intangible assets are required to be measured at fair value only when an impairment loss is recognized. The Company did not record an impairment charge related to these assets during the three-month or six-month periods ended June 30, 2019 and July 1, 2018.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 4: Cash, Cash Equivalents, and Investments

Cash, cash equivalents, and investments consisted of the following (in thousands):



	June 30, 2019		December 31, 2018
Cash	$	86,005	$	104,655
Money market instruments	3,099		3,557
Cash and cash equivalents	89,104		108,212
Treasury bills	138,600		198,477
Asset-backed securities	104,998		78,407
Corporate bonds	101,868		137,871
Agency bonds	7,783		—
Sovereign bonds	5,990		8,101
Municipal bonds	5,248		4,492
Current investments	364,487		427,348
Corporate bonds	177,123		162,566
Treasury bills	168,890		32,760
Asset-backed securities	40,434		53,631
Sovereign bonds	14,833		6,316
Agency bonds	5,903		5,921
Municipal bonds	849		845
Non-current investments	408,032		262,039
	$	861,623	$	797,599

Treasury bills consist of debt securities issued by the U.S. government; asset-backed securities consist of debt securities collateralized by pools of receivables or loans with credit enhancement; corporate bonds consist of debt securities issued by both domestic and foreign companies; agency bonds consist of domestic or foreign obligations of government agencies and government sponsored enterprises that have government backing; sovereign bonds consist of direct debt issued by foreign governments; and municipal bonds consist of debt securities issued by state and local government entities. All securities are denominated in U.S. Dollars.

The following table summarizes the Company’s available-for-sale investments as of June 30, 2019 (in thousands):



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Current:
Treasury bills	$	138,217	$	383	$	—		$	138,600
Asset-backed securities	104,717		317		(36		)	104,998
Corporate bonds	101,722		182		(36		)	101,868
Agency bonds	7,780		3		—			7,783
Sovereign bonds	5,979		12		(1		)	5,990
Municipal bonds	5,241		7		—			5,248
Non-current:
Corporate bonds	176,726		537		(140		)	177,123
Treasury bills	167,653		1,257		(20		)	168,890
Asset-backed securities	40,198		237		(1		)	40,434
Sovereign bonds	14,783		50		—			14,833
Agency bonds	5,930		—		(27		)	5,903
Municipal bonds	855		—		(6		)	849
	$	769,801	$	2,985	$	(267	)	$	772,519

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the Company’s gross unrealized losses and fair values for available-for-sale investments in an unrealized loss position as of June 30, 2019 (in thousands):



	Unrealized Loss Position For:
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Corporate bonds	$	26,243	$	(90	)	$	42,031	$	(86	)	$	68,274	$	(176	)
Asset-backed securities	4,378		(1		)	21,331		(36		)	25,709		(37		)
Treasury bills	24,855		(20		)	—		—			24,855		(20		)
Agency bonds	5,903		(27		)	—		—			5,903		(27		)
Sovereign bonds	—		—			2,689		(1		)	2,689		(1		)
Municipal bonds	—		—			849		(6		)	849		(6		)
	$	61,379	$	(138	)	$	66,900	$	(129	)	$	128,279	$	(267	)

As of June 30, 2019, the Company did not recognize any other-than-temporary impairment of these investments. In its evaluation, management considered the type of security, the credit rating of the security, the length of time the security has been in a loss position, the size of the loss position, the Company's intent and ability to hold the security to expected recovery of value, and other meaningful information. The Company does not intend to sell, and is unlikely to be required to sell, any of these available-for-sale investments before their effective maturity or market price recovery.

The Company recorded gross realized gains and gross realized losses on the sale of debt securities totaling $394,000 and $12,000, respectively, during the three-month period ended June 30, 2019 and $308,000 and $61,000, respectively, during the three-month period ended July 1, 2018. The Company recorded gross realized gains and gross realized losses on the sale of debt securities totaling $458,000 and $36,000, respectively, during the six-month period ended June 30, 2019 and $363,000 and $94,000, respectively, during the six-month period ended July 1, 2018. These gains and losses are included in "Investment income" on the Consolidated Statements of Operations. Prior to the sale of these securities, unrealized gains and losses for these debt securities, net of tax, are recorded in shareholders’ equity as accumulated other comprehensive loss.

The following table presents the effective maturity dates of the Company’s available-for-sale investments as of June 30, 2019 (in thousands):



	<1 year		1-2 Years		2-3 Years		3-4 Years		4-5 Years		5-7 Years		Total
Treasury bills	$	138,600	$	158,777	$	10,113	$	—	$	—	$	—	$	307,490
Corporate bonds	101,868		103,324		65,231		5,710		2,858		—		278,991
Asset-backed securities	104,998		15,771		8,760		11,199		—		4,704		145,432
Sovereign bonds	5,990		14,833		—		—		—				20,823
Agency bonds	7,783		—		—		5,903		—		—		13,686
Municipal bonds	5,248		849		—		—		—		—		6,097
	$	364,487	$	293,554	$	84,104	$	22,812	$	2,858	$	4,704	$	772,519

NOTE 5: Inventories

Inventories consisted of the following (in thousands):



	June 30, 2019		December 31, 2018
Raw materials	$	32,545	$	42,738
Work-in-process	4,112		3,435
Finished goods	36,232		37,109
	$	72,889	$	83,282

NOTE 6: Leases

On January 1, 2019, the Company adopted Accounting Standards Codification (ASC) 842, “Leases,” using the transition method of adoption, which allowed the Company to apply the standard on a prospective basis with a cumulative-effect adjustment to the opening balance sheet as of the adoption date. Accordingly, the Company recorded lease assets

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

of $17,522,000, current lease liabilities of $4,736,000, and non-current lease liabilities of $12,669,000 on its Consolidated Balance Sheet as of January 1, 2019.

As part of the adoption, the Company elected a practical expedient package to be applied to all of its leases upon transition, and as a result, the Company did not reassess: 1) whether any expired or existing contracts contain leases; 2) the lease classification for any expired or existing leases; and 3) the accounting for initial direct costs for any existing leases.

The Company's leases are primarily leased properties across different worldwide locations where the Company conducts its operations. All of these leases are classified as operating leases. Certain leases may contain options to extend or terminate the lease at the Company's sole discretion. There were no options to extend or terminate that were included in the determination of the lease term for the leases outstanding as of June 30, 2019. Certain leases contain leasehold improvement incentives, retirement obligations, escalating clauses, rent holidays, and variable payments tied to a consumer price index. There were no restrictions or covenants for the leases outstanding as of June 30, 2019.

The total operating lease expense for the three-month and six-month periods ended June 30, 2019 was $1,742,000 and $3,227,000, respectively. The total operating lease cash payments for the three-month and six-month periods ended June 30, 2019 was $1,669,000 and $3,070,000, respectively. The total lease expense for leases with a term of twelve months or less for which the Company elected not to recognize a lease asset or lease liability was $64,000 and $233,000 for the three-month and six-month periods ended June 30, 2019, respectively.

Future operating lease cash payments are as follows (in thousands):



Year Ended December 31,	Amount
Remainder of fiscal 2019	$	3,387
2020	5,730
2021	4,397
2022	2,890
2023	2,035
2024	842
Thereafter	311
	$	19,592

The discounted present value of the future lease cash payments resulted in a lease liability of $17,984,000 as of June 30, 2019.

The weighted-average discount rate was 4.8% for the leases outstanding as of June 30, 2019. The weighted-average remaining lease term was 3.6 years for the leases outstanding as of June 30, 2019. The Company did not have any leases that have not yet commenced but that create significant rights and obligations as of June 30, 2019.

The Company owns a building adjacent to its corporate headquarters that is partially occupied with a tenant who has a lease agreement that will expire in 2022. Rental income was $81,000 and $83,000 for the three-month period ended June 30, 2019 and July 1, 2018, respectively. Rental income was $158,000 and $159,000 for the six-month period ended June 30, 2019 and July 1, 2018, respectively.

Future minimum rental receipts under non-cancelable lease agreements are as follows (in thousands):



Year Ended December 31,	Amount
Remainder of fiscal 2019	$	153
2020	307
2021	307
2022	307
	$	1,074

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 7: Intangible Assets

Amortized intangible assets consisted of the following (in thousands):



	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Distribution networks	$	38,060	$	38,060	$	—
Completed technologies	13,687		7,839		5,848
Customer relationships	8,607		5,973		2,634
Non-compete agreements	370		277		93
Balance as of June 30, 2019	$	60,724	$	52,149	$	8,575

	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Distribution networks	$	38,060	$	38,060	$	—
Completed technologies	13,687		6,619		7,068
Customer relationships	8,607		5,716		2,891
Non-compete agreements	370		216		154
Balance as of December 31, 2018	$	60,724	$	50,611	$	10,113

As of June 30, 2019, estimated future amortization expense related to intangible assets is as follows (in thousands):



Year Ended December 31,	Amount
Remainder of fiscal 2019	$	1,163
2020	2,185
2021	2,017
2022	1,691
2023	989
2024	422
Thereafter	108
	$	8,575

NOTE 8: Warranty Obligations

The Company records the estimated cost of fulfilling product warranties at the time of sale based upon historical costs to fulfill claims. Obligations may also be recorded subsequent to the time of sale whenever specific events or circumstances impacting product quality become known that would not have been taken into account using historical data. While we engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers and third-party contract manufacturers, the Company’s warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. An adverse change in any of these factors may result in the need for additional warranty provisions. Warranty obligations are included in “Accrued expenses” on the Consolidated Balance Sheets.

The changes in the warranty obligation were as follows (in thousands):



Balance as of December 31, 2018	$	4,743
Provisions for warranties issued during the period	2,533
Fulfillment of warranty obligations	(1,824		)
Balance as of June 30, 2019	$	5,452

NOTE 9: Derivative Instruments

The Company’s foreign currency risk management strategy is principally designed to mitigate the potential financial impact of changes in the value of transactions and balances denominated in foreign currencies resulting from changes in foreign currency exchange rates. Currently, the Company enters into economic hedges to manage this risk. The economic hedges utilize foreign currency forward contracts with maturities of up to 45 days to manage the exposure to fluctuations in foreign currency exchange rates arising primarily from foreign-denominated receivables and payables. The gains and losses on these derivatives are intended to be offset by the changes in the fair value of the assets and

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

liabilities being hedged. These economic hedges are not designated as hedging instruments for hedge accounting treatment.

The Company had the following outstanding forward contracts (in thousands):



	June 30, 2019			December 31, 2018
Currency	Notional Value	USD Equivalent		Notional Value	USD Equivalent
Derivatives Not Designated as Hedging Instruments:
Euro	19,000	$	21,681	23,000	$	26,330
Japanese Yen	400,000	3,717		380,000	3,459
Hungarian Forint	900,000	3,178		750,000	2,685
Korean Won	3,550,000	3,072		3,125,000	2,808
British Pound	2,400	3,055		2,500	3,204
Taiwanese Dollar	50,000	1,617		55,000	1,807
Canadian Dollar	1,100	841		990	726
Singapore Dollar	—	—		700	514

Information regarding the fair value of the outstanding forward contracts was as follows (in thousands):

Asset Derivatives

Liability Derivatives

Balance

Fair Value

Balance

Fair Value

Sheet
Location

June 30, 2019

December 31, 2018

Sheet
Location

June 30, 2019

December 31, 2018

Derivatives Not Designated as Hedging Instruments:

Economic hedge forward contracts

Prepaid expenses and other current assets

Accrued expenses

106

The following table presents the gross activity for all derivative assets and liabilities which were presented on a net basis on the Consolidated Balance Sheets due to the right of offset with each counterparty (in thousands):



Asset Derivatives					Liability Derivatives
	June 30, 2019		December 31, 2018			June 30, 2019		December 31, 2018
Gross amounts of recognized assets	$	20	$	1	Gross amounts of recognized liabilities	$	13	$	106
Gross amounts offset	—		—		Gross amounts offset	—		—
Net amount of assets presented	$	20	$	1	Net amount of liabilities presented	$	13	$	106

Information regarding the effect of derivative instruments on the consolidated financial statements was as follows (in thousands):



	Location in Financial Statements	Three-months Ended						Six-months Ended
	Location in Financial Statements	June 30, 2019			July 1, 2018			June 30, 2019		July 1, 2018
Derivatives Not Designated as Hedging Instruments:
Gains (losses) recognized in current operations	Foreign currency gain (loss)	$	(439	)	$	(354	)	$	66	$	(665	)

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 10: Revenue Recognition

The following table summarizes disaggregated revenue information by geographic area based upon the customer's country of domicile (in thousands):



	Three-months Ended				Six-months Ended
	June 30, 2019		July 1, 2018		June 30, 2019		July 1, 2018
Americas	$	78,500	$	71,812	$	143,656	$	131,029
Europe	58,881		70,366		118,538		126,569
Greater China	35,782		41,175		58,592		68,334
Other Asia	25,884		27,911		51,745		54,899
	$	199,047	$	211,264	$	372,531	$	380,831

The following table summarizes disaggregated revenue information by revenue type (in thousands):



	Three-months Ended				Six-months Ended
	June 30, 2019		July 1, 2018		June 30, 2019		July 1, 2018
Standard products and services	$	173,368	$	183,627	$	334,420	$	342,026
Application-specific customer solutions	25,679		27,637		38,111		38,805
	$	199,047	$	211,264	$	372,531	$	380,831

Costs to Fulfill a Contract

Costs to fulfill a contract are included in "Prepaid expenses and other current assets" on the Consolidated Balance Sheet and amounted to $6,852,000 and $3,514,000 as of June 30, 2019 and December 31, 2018, respectively.

Accounts Receivable, Contract Assets, and Contract Liabilities

Accounts receivable represent amounts billed and currently due from customers which are reported at their net estimated realizable value. The Company maintains reserves against its accounts receivable for potential credit losses. Credit losses recognized on accounts receivable were immaterial for the three-month and six-month periods ended June 30, 2019 and July 1, 2018, respectively. Contract assets consist of unbilled revenue which arises when revenue is recognized in advance of billing for certain application-specific customer solutions contracts. Contract liabilities consist of deferred revenue and customer deposits which arise when amounts are billed to or collected from customers in advance of revenue recognition.

The following table summarizes the deferred revenue and customer deposits activity for the six-month period ended June 30, 2019 (in thousands):



Balance as of December 31, 2018	$	9,845
Increases to deferred revenue and customer deposits	29,883
Recognition of revenue	(21,308		)
Foreign exchange rate changes	(88		)
Balance as of June 30, 2019	$	18,332

As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations, as our contracts have an original expected duration of less than one year.

NOTE 11: Stock-Based Compensation Expense

The Company’s share-based payments that result in compensation expense consist of stock option grants and restricted stock awards. As of June 30, 2019, the Company had 17,363,952 shares available for grant. Stock options are granted with an exercise price equal to the market value of the Company’s common stock at the grant date and generally vest over four or five years based upon continuous service and expire ten years from the grant date.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the Company’s stock option activity for the six-month period ended June 30, 2019:



	Shares (in thousands)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2018	13,789		$	31.73
Granted	2,821		51.37
Exercised	(1,239	)	21.32
Forfeited or expired	(606	)	40.27
Outstanding as of June 30, 2019	14,765		$	36.00	7.42	$	207,599
Exercisable as of June 30, 2019	5,867		$	25.12	5.95	$	138,370
Options vested or expected to vest as of June 30, 2019 (1)	13,214		$	34.65	7.25	$	201,420

(1) In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. Options expected to vest are calculated by applying an estimated forfeiture rate to the unvested options.

The fair values of stock options granted in each period presented were estimated using the following weighted-average assumptions:



	Three-months Ended				Six-months Ended
	June 30, 2019		July 1, 2018		June 30, 2019		July 1, 2018
Risk-free rate	2.7	%	2.9	%	2.7	%	2.9	%
Expected dividend yield	0.39	%	0.32	%	0.39	%	0.32	%
Expected volatility	37	%	39	%	37	%	39	%
Expected term (in years)	5.2		5.4		5.3		5.3

Risk-free rate

The risk-free rate was based upon a treasury instrument whose term was consistent with the contractual term of the option.

Expected dividend yield

Generally, the current dividend yield is calculated by annualizing the cash dividend declared by the Company’s Board of Directors and dividing that result by the closing stock price on the grant date.

Expected volatility

The expected volatility was based upon a combination of historical volatility of the Company’s common stock over the contractual term of the option and implied volatility for traded options of the Company’s stock.

Expected term

The expected term was derived from the binomial lattice model from the impact of events that trigger exercises over time.

The Company stratifies its employee population into two groups: one consisting of senior management and another consisting of all other employees. The Company currently applies an estimated annual forfeiture rate of 9% to all unvested options for senior management and a rate of 12% for all other employees. Each year during the first quarter, the Company revises its estimated forfeiture rate. This resulted in a decrease to compensation expense of $499,000 in 2019 and in increase to compensation expense of $1,283,000 in 2018.

The weighted-average grant-date fair values of stock options granted during the three-month periods ended June 30, 2019 and July 1, 2018 were $18.68 and $21.63, respectively. The weighted-average grant-date fair values of stock options granted during the six-month periods ended June 30, 2019 and July 1, 2018 were $18.59 and $21.62, respectively.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The total intrinsic values of stock options exercised for the three-month periods ended June 30, 2019 and July 1, 2018 were $14,220,000 and $4,902,000, respectively. The total intrinsic values of stock options exercised for the six-month periods ended June 30, 2019 and July 1, 2018 were $36,799,000 and $32,991,000, respectively. The total fair values of stock options vested for the three-month periods ended June 30, 2019 and July 1, 2018 were $887,000 and $887,000, respectively. The total fair values of stock options vested for the six-month periods ended June 30, 2019 and July 1, 2018 were $30,859,000 and $26,560,000, respectively.

As of June 30, 2019, total unrecognized compensation expense related to non-vested stock options was $66,645,000, which is expected to be recognized over a weighted-average period of 1.88 years.

The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended June 30, 2019 were $10,967,000 and $1,813,000, respectively, and for the three-month period ended July 1, 2018 were $9,002,000 and $1,607,000, respectively. The total stock-based compensation expense and the related income tax benefit recognized for the six-month period ended June 30, 2019 were $23,248,000 and $4,035,000, respectively, and for the six-month period ended July 1, 2018 were $22,196,000 and $3,954,000, respectively. No compensation expense was capitalized as of June 30, 2019 or December 31, 2018.

The following table presents the stock-based compensation expense by caption for each period presented on the Consolidated Statements of Operations (in thousands):



	Three-months Ended				Six-months Ended
	June 30, 2019		July 1, 2018		June 30, 2019		July 1, 2018
Cost of revenue	$	329	$	557	$	780	$	1,354
Research, development, and engineering	3,550		3,154		8,017		7,969
Selling, general, and administrative	7,088		5,291		14,451		12,873
	$	10,967	$	9,002	$	23,248	$	22,196

NOTE 12: Stock Repurchase Program

In October 2018, the Company's Board of Directors authorized the repurchase of $200,000,000 of the Company's common stock. As of June 30, 2019, the Company repurchased 1,601,000 shares at a cost of $70,312,000 under this program, including 1,398,000 shares at a cost of $61,690,000 in 2019, all of which were repurchased in the three-month period ended June 30, 2019. The Company may repurchase shares under this program in future periods, up to the remaining balance of $129,688,000, depending upon a variety of factors, including, among other things, the impact of dilution from employee stock options, stock price, share availability, and cash requirements.

NOTE 13: Taxes

A reconciliation of the United States federal statutory corporate tax rate to the Company’s income tax expense, or effective tax rate, was as follows:



	Three-months Ended				Six-months Ended
	June 30, 2019		July 1, 2018		June 30, 2019		July 1, 2018
Income tax expense at U.S. federal statutory corporate tax rate	21	%	21	%	21	%	21	%
State income taxes, net of federal benefit	1	%	2	%	1	%	2	%
Foreign tax rate differential	(7	)%	(7	)%	(7	)%	(7	)%
Tax credit	(1	)%	(1	)%	(1	)%	(1	)%
Discrete tax benefit related to stock options	(2	)%	(1	)%	(4	)%	(5	)%
Other	2	%	2	%	2	%	1	%
Income tax expense	14	%	16	%	12	%	11	%

Management has determined that earnings from its legal entity in China will be indefinitely reinvested to provide sufficient local funding for growth, and that earnings from all other jurisdictions will not be indefinitely reinvested. The Company is tax resident in numerous jurisdictions around the world and has identified its major tax jurisdictions as the United States, Ireland, and China. The statutory tax rate is 12.5% in Ireland and 25% in China, compared to the U.S. federal statutory corporate tax rate of 21%. International rights to certain of the Company's intellectual property are held by a subsidiary whose legal jurisdiction does not tax this income, resulting in a foreign effective tax rate that is lower than

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

the above mentioned statutory rates, although the reduced taxes overseas have been partially offset by changes in U.S. tax law. These differences resulted in a decrease in the effective tax rate by 7 percentage points for all periods presented.

The excess tax benefit arising from the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes from stock option exercises resulted in a decrease in the effective tax rate by 2 and 1 percentage points for the three-month periods ended June 30, 2019 and July 1, 2018, respectively, and a decrease in the effective tax rate by 4 and 5 percentage points for the six-month periods ended June 30, 2019 and July 1, 2018, respectively.

During the six-month period ended June 30, 2019, the Company recorded a $952,000 increase in reserves for income taxes, net of deferred tax benefit. Estimated interest and penalties included in these amounts totaled $155,000 for the six-month period ended June 30, 2019.

The Company’s reserve for income taxes, including gross interest and penalties, was $9,119,000 as of June 30, 2019, which included $8,091,000 classified as a non-current liability and $1,028,000 recorded as a reduction to non-current deferred tax assets. The amount of gross interest and penalties included in these balances was $1,019,000. If the Company’s tax positions were sustained or the statutes of limitations related to certain positions expired, these reserves would be released and income tax expense would be reduced in a future period. As a result of the expiration of certain statutes of limitations, there is a potential that a portion of these reserves could be released, which would decrease income tax expense by approximately $1,250,000 to $1,350,000 over the next twelve months.

The Company has defined its major tax jurisdictions as the United States, Ireland, and China, and within the United States, Massachusetts. Within the United States, the tax years 2015 through 2018 remain open to examination by the Internal Revenue Service and various state tax authorities. The tax years 2014 through 2018 remain open to examination by various taxing authorities in other jurisdictions in which the Company operates.

NOTE 14: Weighted-Average Shares

Weighted-average shares were calculated as follows (in thousands):



	Three-months Ended		Six-months Ended
	June 30, 2019	July 1, 2018	June 30, 2019	July 1, 2018
Basic weighted-average common shares outstanding	171,318	172,370	171,209	172,825
Effect of dilutive stock options	4,130	4,779	4,319	5,593
Weighted-average common and common-equivalent shares outstanding	175,448	177,149	175,528	178,418

Stock options to purchase 6,113,000 and 5,503,000 shares of common stock, on a weighted-average basis, were outstanding during the three-month and six-month periods ended June 30, 2019, respectively, and 2,959,000 and 2,032,000 for the same periods in 2018, but were not included in the calculation of dilutive net income per share because they were anti-dilutive.

NOTE 15: Subsequent Events

On July 29, 2019, the Company’s Board of Directors declared a cash dividend of $0.050 per share. The dividend is payable on August 30, 2019 to all shareholders of record as of the close of business on August 16, 2019.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain statements made in this report, as well as oral statements made by the Company from time to time, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers can identify these forward-looking statements by our use of the words “expects,” “anticipates,” “estimates,” “believes,” “projects,” “intends,” “plans,” “will,” “may,” “shall,” “could,” “should,” and similar words and other statements of a similar sense. These statements are based upon our current estimates and expectations as to prospective events and circumstances, which may or may not be in our control and as to which there can be no firm assurances given. These forward-looking statements, which include statements regarding business and market trends, future financial performance, customer order rates and timing of related revenue, expected areas of growth, emerging markets, future product mix, research and development activities, investments, strategic plans and tax matters, involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include: (1) the loss of a large customer; (2) current and future conditions in the global economy, including the imposition of tariffs or export controls; (3) the reliance on revenue from the consumer electronics or automotive industries; (4) the inability to penetrate new markets; (5) the inability to achieve significant international revenue; (6) fluctuations in foreign currency exchange rates and the use of derivative instruments; (7) information security breaches or business system disruptions; (8) the inability to attract and retain skilled employees; (9) the failure to effectively manage our growth; (10) the reliance upon key suppliers to manufacture and deliver critical components for our products; (11) the failure to effectively manage product transitions or accurately forecast customer demand; (12) the inability to design and manufacture high-quality products; (13) the technological obsolescence of current products and the inability to develop new products; (14) the failure to properly manage the distribution of products and services; (15) the inability to protect our proprietary technology and intellectual property; (16) our involvement in time-consuming and costly litigation; (17) the impact of competitive pressures; (18) the challenges in integrating and achieving expected results from acquired businesses; (19) potential impairment charges with respect to our investments or for acquired intangible assets or goodwill; and (20) exposure to additional tax liabilities. The foregoing list should not be construed as exhaustive and we encourage readers to refer to the detailed discussion of risk factors included in Part I - Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation to subsequently revise forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such statements are made.

Executive Overview

Cognex Corporation is a leading worldwide provider of machine vision products that capture and analyze visual information in order to automate tasks, primarily in manufacturing processes, where vision is required. In addition to product revenue derived from the sale of machine vision products, the Company also generates revenue by providing maintenance and support, consulting, and training services to its customers; however, service revenue accounted for less than 10% of total revenue for all periods presented.

Cognex machine vision is primarily used to automate manufacturing and distribution processes in a variety of industries where the technology is widely recognized as an important component of automated production and quality assurance. Virtually every manufacturer can achieve better quality and manufacturing efficiency by using machine vision, and therefore, Cognex products are used by a broad base of customers across a variety of industries, including consumer electronics, automotive, consumer products, food and beverage, pharmaceuticals, and medical devices. Cognex products are also used to automate distribution processes in the logistics industry for applications in retail distribution and ecommerce to scan, track, and sort goods through distribution centers.

Revenue for the second quarter of 2019 totaled $199,047,000, representing a decrease of 6% from the second quarter of 2018. Strong sales in the logistics industry were offset by lower sales in the consumer electronics and automotive industries, as well as the unfavorable impact of changes in foreign currency exchange rates on revenue. Gross margin as a percentage of revenue remained consistent at 74% for each of the second quarter of 2019 and 2018. Operating expenses in the second quarter of 2019 increased by 3% over the second quarter of 2018 due principally to the impact of headcount additions to support our future growth plans. Operating income was 26% of revenue in the second quarter of 2019 compared to 30% of revenue in the second quarter of 2018; net income was 24% of revenue in the second quarter of 2019 compared to 27% of revenue in the second quarter of 2018; and net income per diluted share was $0.28 in the second quarter of 2019 compared to $0.32 in the second quarter of 2018.

Results of Operations

As foreign currency exchange rates are a factor in understanding period-to-period comparisons, we believe the presentation of results on a constant-currency basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. We also use results on a constant-currency basis as one measure to evaluate our performance. Constant-currency information compares results between periods as if exchange rates had remained constant period-over-period. We generally refer to such amounts calculated on a constant-currency basis as excluding the impact of foreign currency exchange rate changes. Results on a constant-currency basis are not in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and should be considered in addition to, and not as a substitute for, results prepared in accordance with U.S. GAAP.

Revenue

Revenue decreased by $12,217,000, or 6%, for the three-month period and decreased by $8,300,000, or 2%, for the six-month period. Changes in foreign currency exchange rates accounted for a decrease in revenue of approximately 3 percentage points in both periods, as sales denominated in Euros and Chinese Yuan were translated to U.S. Dollars at a lower rate. Excluding the impact of changes in foreign currency exchange rates, constant-currency revenue decreased by 3% for the three-month period and increased by 1% for the six-month period. Strong sales in the logistics industry were offset by lower sales in the consumer electronics and automotive industries, as described by region below.

Sales to customers based in the Americas increased by 9% for the three-month period and 10% for the six-month period driven by higher sales in the logistics industry, partially offset by lower sales in the automotive industry.

Sales to customers based in Europe decreased by 16% for the three-month period and 6% for the six-month period, with changes in foreign currency exchange rates accounting for approximately 6 percentage points of the decrease in both periods. On a constant-currency basis, sales to customers based in Europe decreased by 10% for the three-month period and were relatively flat for the six-month period. Lower sales in the consumer electronics industry drove the decrease in both periods, which was offset by higher sales in the logistics industry for the six-month period.

Sales to customers based in Greater China decreased by 13% for the three-month period and 14% for the six-month period, with changes in foreign currency exchange rates accounting for approximately 6 percentage points of the decrease in both periods. On a constant-currency basis, sales to customers based in Greater China decreased by 7% for the three-month period and 8% for the six-month period. Sales to customers based in other regions in Asia decreased by 7% for the three-month period and 6% for the six-month period. The decline for both periods in Greater China and other Asia was due to lower sales in the consumer electronics industry.

As of the date of this report, we expect revenue for the third quarter of 2019 to decrease from both the $199 million we reported in the second quarter of 2019 and the $232 million we reported in the third quarter of 2018.

The decrease from the third quarter of 2018 is expected to come from significantly lower revenue in the consumer electronics industry, primarily related to smartphone manufacturing. Delays and reductions in capital spending from a broad base of factory automation customers, including those in the automotive industry, are also expected to contribute to the decrease from the prior year, offset by expected growth in the logistics industry.

The decrease from the second quarter of 2019 is expected to come from seasonal softness we typically experience in the third quarter outside of the consumer electronics industry. As of the date of this report, we believe this year’s sequential decline will be more pronounced than the prior year given current uncertainties around global growth and trade.

Gross Margin

Gross margin as a percentage of revenue was 74% for both the three-month and six-month periods in 2019 compared to 74% and 75% for the same quarters in 2018. The decline in the gross margin percentage for the six-month period was due primarily to the unfavorable absorption of manufacturing overhead costs, as well as the unfavorable impact of changes in foreign currency exchange rates on revenue, as the majority of our cost of revenue is based in U.S. Dollars.

As of the date of this report, we expect the gross margin percentage to be in the mid 70s range for the third quarter of 2019, slightly lower than the gross margin percentage we reported in the second quarter of 2019.

Operating Expenses

Research, development, and engineering (RD&E) expenses increased by $1,191,000, or 4%, for the three-month period and $357,000, or 1%, for the six-month period as detailed in the table below (in thousands).



	Three-month period			Six-month period
RD&E expenses in 2018	$	26,888		$	57,964
Personnel-related costs	1,099			2,198
Incentive compensation plans	(1,086		)	(1,344		)
Foreign currency exchange rate changes	(537		)	(1,266		)
Other	1,715			769
RD&E expenses in 2019	$	28,079		$	58,321

RD&E expenses increased due to higher personnel-related costs resulting primarily from headcount additions to support new product initiatives. These increases were partially offset by lower expenses related to incentive compensation plans resulting from lower levels of achievement on performance plans that were set at the beginning of the year. Changes in foreign currency exchange rates also resulted in a lower level of expenses, as costs denominated in foreign currencies were translated to U.S. Dollars at a lower rate.

RD&E expenses as a percentage of revenue were 14% and 16% for the three-month and six-month periods in 2019, respectively, compared to 13% and 15% for the same periods in 2018. We believe that a continued commitment to RD&E activities is essential in order to maintain or achieve product leadership with our existing products and to provide innovative new product offerings, as well as to provide engineering support for large customers. In addition, we consider our ability to accelerate time to market for new products to be critical to our revenue growth. Therefore, we expect to continue to make significant RD&E investments in the future, and we target our RD&E spending to be between 10% and 15% of revenue on an annual basis. This quarterly percentage is impacted by revenue levels and investing cycles.

Selling, General, and Administrative Expenses

Selling, general, and administrative (SG&A) expenses increased by $1,493,000, or 2%, for the three-month period and $4,607,000, or 4%, for the six-month period as detailed in the table below (in thousands).



	Three-month period			Six-month period
SG&A expenses in 2018	$	66,752		$	130,449
Personnel-related costs	6,093			13,878
Foreign currency exchange rate changes	(1,931		)	(3,616		)
Incentive compensation plans	(2,117		)	(3,097		)
ERP project costs	(1,422		)	(2,667		)
Other	870			109
SG&A expenses in 2019	$	68,245		$	135,056

SG&A expenses increased due to higher personnel-related costs resulting primarily from headcount additions, principally sales personnel. In addition to salaries and fringe benefits, these personnel-related costs included sales commissions and travel expenses related to the additional headcount. These increases were partially offset by lower expenses related to incentive compensation plans, including company bonuses and sales commissions, resulting from lower levels of achievement on performance plans that were set at the beginning of the year. Expenses were also lower due to project costs incurred in the first half of 2018 related to the Company's new Enterprise Resource Planning (ERP) system. This system was placed into service in the middle of 2018, and therefore, similar costs were not incurred in the first half of 2019. Changes in foreign currency exchange rates also resulted in a lower level of expenses, as costs denominated in foreign currencies were translated to U.S. Dollars at a lower rate.

Non-operating Income (Expense)

The Company recorded foreign currency gains of $140,000 and foreign currency losses of $108,000 for the three-month and six-month periods in 2019, respectively, compared to foreign currency losses of $195,000 and $329,000 for the same periods in 2018. Foreign currency gains and losses result primarily from the revaluation and settlement of accounts receivable, accounts payable, and intercompany balances that are reported in one currency and collected in another.

Investment income increased by $1,664,000, or 47%, for the three-month period and increased by $3,329,000, or 49%, for the six-month period. The increase was due to higher yields on the Company's portfolio of debt securities, and to a lesser extent additional funds available for investment.

The Company recorded other expense of $144,000 and other income of $783,000 for the three-month and six-month periods in 2019, respectively, compared to other expense of $246,000 and other income of $31,000 for the same periods in 2018. Other income (expense) includes fair value adjustments of contingent consideration liabilities arising from business acquisitions.

Income Tax Expense

The Company’s effective tax rate was 14% and 12% of pre-tax income for the three-month and six-month periods in 2019, respectively, compared to 16% and 11% for the same periods in 2018.

The effective tax rate included a decrease in tax expense of $1,248,000 and $3,978,000 for the three-month and six-month periods in 2019, respectively, and $654,000 and $5,589,000 for the same periods in 2018 primarily from the excess tax benefit arising from the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes from stock option exercises. The Company cannot predict the level of stock option exercises by employees in future periods.

Excluding the impact of these discrete tax events, the Company’s effective tax rate was 17% of pre-tax income for both three-month periods and 16% for both six-month periods.

The Company is tax resident in numerous jurisdictions around the world and has identified its major tax jurisdictions as the United States, Ireland, and China. The statutory tax rate is 12.5% in Ireland and 25% in China, compared to the U.S. federal statutory corporate tax rate of 21%. International rights to certain of the Company’s intellectual property are held by a subsidiary whose legal jurisdiction does not tax this income, resulting in a foreign effective tax rate lower than the above mentioned statutory rates, although the reduced taxes overseas have been partially offset by changes in U.S. tax law. The European Union has initiated a series of tax reform legislation over the past few years that may have an impact on the Company’s tax provision and related filings in future periods. The Company is reviewing the legislation but has not determined the impact to future periods or whether changes to its tax structure will be made.

Liquidity and Capital Resources

The Company has historically been able to generate positive cash flow from operations, which has funded its operating activities and other cash requirements and has resulted in an accumulated cash and investment balance of $861,623,000 as of June 30, 2019. The Company has established guidelines relative to credit ratings, diversification, and maturities of its investments that maintain liquidity.

The Company’s cash requirements during the six months ended June 30, 2019 were primarily met with positive cash flows from operations. Cash requirements consisted of operating activities, the repurchase of common stock, the payment of dividends, and capital expenditures. Operating cash inflows included a reduction in accounts receivable from the collection of a significant amount due from a material customer in the consumer electronics industry, as well as a reduction in inventory levels. Operating cash outflows included the payment of company bonuses that were earned and accrued in 2018.

Capital expenditures during the six months ended June 30, 2019 totaled $8,969,000 and consisted of computer hardware and software, manufacturing test equipment related to new product introductions, and improvements made to the Company's headquarters building in Natick, Massachusetts and various leased facilities.

In October 2018, the Company's Board of Directors authorized the repurchase of $200,000,000 of the Company's common stock. As of June 30, 2019, the Company repurchased 1,601,000 shares at a cost of $70,312,000 under this program, including 1,398,000 shares at a cost of $61,690,000 during the six-months ended June 30, 2019. The Company may repurchase shares under this program in future periods, up to the remaining balance of $129,688,000, depending on a variety of factors, including, among other things, the impact of dilution from employee stock options, stock price, share availability, and cash requirements.

The Company’s Board of Directors declared and paid a cash dividend of $0.05 per share in both the first and second quarters of 2019, amounting to $17,146,000. Future dividends will be declared at the discretion of the Company’s Board of Directors and will depend upon such factors as the Board deems relevant including, among other things, the Company’s ability to generate positive cash flows from operations.

The Company believes that its existing cash and investment balances, together with cash flow from operations, will be sufficient to meet its operating, investing, and financing activities for the next twelve months. As of June 30, 2019, the Company had $861,623,000 in cash and investments. In addition, the Company has no long-term debt and does

not anticipate needing debt financing in the near future. We believe that our strong cash position has put us in a relatively good position with respect to our longer-term liquidity needs.

New Pronouncements

Refer to Part I - Note 2 within this Form 10-Q, for a full description of recently issued accounting pronouncements including the expected dates of adoption and the expected impact on the financial position and results of operations of the Company.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the Company’s exposures to market risk since December 31, 2018.

ITEM 4: CONTROLS AND PROCEDURES

As required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Principal Financial & Accounting Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Principal Financial & Accounting Officer concluded that such disclosure controls and procedures were effective as of that date. From time to time, the Company reviews its disclosure controls and procedures, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.

There was no change in the Company's internal control over the financial reporting that occurred during the quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Various claims and legal proceedings generally incidental to the normal course of business are pending or threatened on behalf of or against the Company. While we cannot predict the outcome of these matters, we believe that any liability arising from them will not have a material adverse effect on our financial position, liquidity, or results of operations.

ITEM 1A. RISK FACTORS

For a list of factors that could affect the Company’s business, results of operations, and financial condition, see the risk factors discussion provided in Part I—Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information with respect to purchases by the Company of shares of its common stock during the three-month period ended June 30, 2019:



	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 - April 28, 2019	—	$	—	—	$	191,378,000
April 29 - May 26, 2019	639,221	45.54		639,221	162,267,000
May 27 - June 30, 2019	759,600	42.89		759,600	129,688,000
Total	1,398,821	$	44.10	1,398,821	$	129,688,000

(1) In October 2018, the Company's Board of Directors authorized the repurchase of $200,000,000 of the Company's common stock. Purchases under this program commenced in October 2018.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS



Exhibit Number
10.1			Letter Agreement dated April 1, 2019 between Cognex Corporation and John J. Curran*
10.2			Stock Option Agreement dated May 1, 2019 between Cognex Corporation and Laura MacDonald*
31.1			Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934*
31.2			Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934*
32.1			Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2			Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH			XBRL Taxonomy Extension Schema Document
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			XBRL Taxonomy Extension Label Linkbase Document
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document
*			Filed herewith
**			Furnished herewith

SIGNATURES

Pursuant to the requirements 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.



Date:	July 29, 2019	COGNEX CORPORATION

		By:	/s/ Robert J. Willett
			Robert J. Willett
			President and Chief Executive Officer
			(Principal Executive Officer)

		By:	/s/ Laura A. MacDonald
			Laura A. MacDonald
			Vice President and Corporate Controller
			(Principal Financial and Accounting Officer)

Exhibit 10.1 PERSONAL AND CONFIDENTIAL John J. Curran [Address] Re: Resignation Agreement Dear John: This letter confirms your upcoming separation from employment with Cognex Corporation (the “Company”). This letter also proposes an agreement between you and the Company. Entitlements and Obligations Your employment with the Company will end effective May 3, 2019 following the filing of the Company’s Form 10-Q with the Securities and Exchange Commission determined in consultation with you (the “Employment Termination Date”). Regardless of whether you enter into an agreement with the Company, the Company will: • pay you salary accrued to you through the date of termination of your employment; • pay you for all accrued but unused Paid Time Off due to you through the date of termination of your employment; • provide you with the right to continue group health plan coverage after the termination of your employment under the law known as “COBRA,” which will be described in a separate written notice; and • reimburse you for any outstanding, reasonable business expenses that you have incurred on the Company’s behalf through the termination of your employment, after the Company’s timely receipt of appropriate documentation pursuant to the Company’s business expense reimbursement policy. In addition, you have certain equity agreements with the Company, pursuant to the Company’s 2001 General Stock Option Plan, consisting of the following: • Stock Option Agreement (Non-Qualified), Grant # NH001481, with a grant date of November 2, 2016; Cognex Corporation One Vision Drive Natick, MA 01760-2059 (508) 650-3000 fax (508) 650-3333 www.cognex.com

• Stock Option Agreement (Non-Qualified), Grant # NH001482, with a grant date of November 2, 2016; and • Stock Option Agreement (Non-Qualified), Grant # NH001483, with a grant date of November 2, 2016. You also have certain equity agreements with the Company, pursuant to the Company’s 2007 Stock Option and Incentive Plan, consisting of the following: • Stock Option Agreement (Non-Qualified), Grant # NH001487, with a grant date of February 21, 2017; • Stock Option Agreement (Non-Qualified), Grant # NH001488, with a grant date of February 21, 2017; • Stock Option Agreement (Non-Qualified), Grant # NH001489, with a grant date of February 21, 2017; • Stock Option Agreement (Non-Qualified), Grant # AR011525, with a grant date of February 20, 2018; and • Stock Option Agreement (Non-Qualified), Grant # AR012020, with a grant date of February 19, 2019. The foregoing Stock Option Agreements are together referred to as the “Award Agreements.” You will be entitled to your rights under and subject to the terms of the Award Agreements regardless of whether you enter this Agreement, though the terms of or rights under the Award Agreements may be enhanced pursuant to the terms of this Agreement. Also, regardless of whether you agree to the Agreement, you will remain subject to the terms of the Employee Invention, Non-Disclosure and Non-Competition Agreement (the “Restrictive Covenants Agreement”) that you entered into with the Company on September 30, 2016, and reaffirmed in each of the Award Agreements. Agreement The remainder of this letter proposes an agreement (the “Agreement”) between you and the Company. The purpose of this Agreement is to establish an amicable arrangement for ending your employment relationship, including releasing the Company and related persons or entities from any claims and permitting you to receive separation pay and related benefits. You acknowledge that you are entering into this Agreement knowingly and voluntarily. It is customary in employment separation agreements for the departing employee to release the employer from any possible claims, even if the employer believes, as is the case here, that no such claims exist. By proposing and entering into this Agreement, the Company is not admitting in any way that it violated any legal obligation that it owed to you. Cognex Corporation One Vision Drive Natick, MA 01760-2059 (508) 650-3000 fax (508) 650-3333 www.cognex.com

With those understandings, you and the Company agree as follows: Resignation from Employment This confirms that you have resigned from your employment with the Company as Senior Vice President and Chief Financial Officer of the Company, to be effective on the Employment Termination Date (the “Resignation Date”). You further confirm that you also resign from any and all other positions that you hold with any affiliates of the Company as an officer, director or otherwise effective on the Resignation Date. You acknowledge that as of the Company’s most recent payroll payment of salary to you, you were fully paid for all salary then due and payable to you based on your employment through the payroll period applicable to such payroll date. You acknowledge that as of the date of this letter, your accrued but unused vacation time totaled [___] days. If you apply to the Massachusetts Department of Unemployment Assistance for unemployment compensation benefits under state law, the Company shall not dispute your eligibility for such benefits. This shall not affect the Company’s obligation to respond truthfully to governmental agency requests for information related to unemployment compensation eligibility. Severance Benefits Provided that you use reasonable efforts to perform your responsibilities until the Resignation Date, the Company shall provide you with the pay, benefits and other terms set forth in this Section 2 below. Severance Pay. The Company shall pay you severance pay (“Severance Pay”) consisting of salary continuation at your final base salary rate of $311,000 per year effective for the period from the date immediately following the Resignation Date to and including twelve (12) weeks following the Resignation Date (the “Severance Pay Period”). The Company shall pay you Severance Pay on its regular payroll dates; provided that the Company shall not be obligated to pay you severance pay before this Agreement becomes effective. If the Company does not make one or more payments of Severance Pay on a regular payroll date because this Agreement has not yet become effective, the Company shall make all such delayed payments by the first payroll date when it is practicable to do so after the Agreement becomes effective. Accelerated Vesting. On the Resignation Date, stock options to purchase a total of 50,000 shares of Company common stock that are scheduled to vest in accordance with their terms on November 2, 2019 but will continue to be unvested on the Resignation Date (such that they would otherwise be forfeited in the absence of this Agreement) shall vest (the “Accelerated Vesting”). The stock options subject to the Accelerated Vesting include: (i) 12,500 shares underlying options granted to you on November 2, 2016 through Grant # NH001481; (ii) 12,500 shares underlying options granted to you on November 2, 2016 through Grant # NH001482; (iii) 12,500 shares underlying options granted to you on February 21, 2017 through Grant # NH001487; and (iv) 12,500 shares underlying options granted to you on February 21, 2017 through Grant # NH001488. Any termination or forfeiture of such stock options that otherwise would have occurred as a result of the termination of your employment shall be delayed and such termination or forfeiture shall only occur if the Agreement does not become effective. In all other respects, all equity awards granted by the Company shall be subject to the terms of the Award Agreements including, without limitation, the time limits on exercise and, for the avoidance of doubt, except as Cognex Corporation One Vision Drive Natick, MA 01760-2059 (508) 650-3000 fax (508) 650-3333 www.cognex.com

specifically provided above, all equity awards granted by the Company that have not vested prior to the Resignation Date shall be automatically forfeited on the Resignation Date. Supplemental Payments. The Company shall pay the employer portion (the “Supplemental Payments”), which you may but are not required to use to defray the cost of group health plan coverage through COBRA or otherwise. The Company shall make the Supplemental Payments effective for the period from the day immediately following the Resignation Date until the earlier of the eighteen (18)-month anniversary of the Resignation Date or the date when you commence other employment. You agree to notify the Company promptly if you anticipate commencing other employment before the 18-month anniversary of the Resignation Date, including the date of such anticipated commencement of other employment. You also agree to respond promptly and fully to any reasonable requests for information by the Company concerning your employment status and anticipated employment status during such 18-month period. The Company shall commence paying the Supplemental Payments when it commences payment of Severance Pay (with any catch-up payment consistent with a catch-up payment of Severance Pay pursuant to the last sentence of Section 2(a)). Outplacement Benefits. The Company shall pay up to $5,000 with our outplacement service provider for the purpose of providing outplacement services to you; provided that you begin utilizing such services no later than three (3) months after the Effective Date. Tax Treatment. The Company shall make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement that it reasonably determines to be required. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate you for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit. Stock Options All stock options that you hold to purchase shares of the Company’s common stock pursuant to the Award Agreements or any predecessor plan that will not have vested as of your Resignation Date shall lapse on that date and shall not be exercisable, with exception of those options explicitly set forth in Section 2(b) of this Agreement as subject to Accelerated Vesting. You acknowledge that the following summarizes all vested options that have not been exercised as of the date of this letter and that shall remain exercisable by you in accordance with the terms of the applicable Award Agreements as of the Resignation Date: Grant Date Grant Number Vested, Unexercised Shares Exercise Price November 2, 2016 NH001481 12,500 $24.86 November 2, 2016 NH001482 12,500 $24.86 February 21, 2017 NH001487 12,500 $38.39 Cognex Corporation One Vision Drive Natick, MA 01760-2059 (508) 650-3000 fax (508) 650-3333 www.cognex.com

February 21, 2017 NH001488 12,500 $38.39 February 20, 2018 AR011525 10,000 $56.44 The exercise of any such stock options shall be subject to the terms of the Award Agreements, including, without limitation, the time limits on exercise. This section is not intended to modify in any respect the rights to which you would otherwise be entitled if you were not to agree to this Agreement or the terms governing stock options. The above summary is set forth solely to confirm certain information concerning stock options. Continuing Obligations You acknowledge that your obligations under the Restrictive Covenants Agreement shall continue in effect, including, without limitation, your obligations to maintain the confidentiality of Confidential Information as defined in the Restrictive Covenants Agreement, to return documents and other property of the Company and to refrain from certain competition and solicitation activities for a period of eighteen (18) months after the Resignation Date. A copy of the Restrictive Covenants Agreement is enclosed as Exhibit A. Release of Claims In consideration for, among other terms, the Severance Pay, the Accelerated Vesting and the Supplemental Payments, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (“Claims”) that, as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes, without limitation, all Claims: • relating to your employment by and termination of employment with the Company; • of wrongful discharge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of discrimination or retaliation under the Age Discrimination in Employment Act, the Americans with Disabilities Act, and Title VII of the Civil Rights Act of 1964); • under any other federal or state statute (including, without limitation, Claims under the Worker Adjustment and Retraining Notification Act or the Fair Labor Standards Act); • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and Cognex Corporation One Vision Drive Natick, MA 01760-2059 (508) 650-3000 fax (508) 650-3333 www.cognex.com

• for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect your vested rights under the Company’s Section 401(k) plan, the Award Agreements (as modified pursuant to Section 2(b) of this Agreement), rights as a stockholder of the Company, rights to be covered under applicable indemnification agreements and policies and under applicable directors and officers liability insurance for acts or omissions while serving as an executive of the Company, and your rights under this Agreement. You acknowledge that the termination of your employment in accordance with this Agreement shall not give rise to any Claims. You agree not to accept damages of any nature, other equitable or legal remedies for your own benefit or attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned any Claim to any third party. Transitional Services You agree to provide up to ten (10) hours of transitional services to the Company during the Severance Pay Period at any reasonable times requested by the Company; provided that the Company shall not require you to provide any such services at any times that would unreasonably interfere with your search for employment or with any subsequent employment. Future Cooperation You agree to cooperate reasonably with the Company and all of its affiliates (including its and their outside counsel) in connection with (i) the contemplation, prosecution and defense of all phases of existing, past and future litigation about which the Company believes you may have knowledge or information; and (ii) responding to requests for information from regulatory agencies or other governmental authorities (together “Cooperation Services”). You further agree to make yourself available to provide Cooperation Services at mutually convenient times during and outside of regular business hours as reasonably deemed necessary by the Company’s counsel. The Company shall not utilize this section to require you to make yourself available to an extent that would unreasonably interfere with full-time employment responsibilities that you may have. Cooperation Services include, without limitation, appearing without the necessity of a subpoena to testify truthfully in any legal proceedings in which the Company or an affiliate calls you as a witness. The Company shall reimburse you for any reasonable travel expenses that you incur due to your performance of Cooperation Services, after receipt of appropriate documentation consistent with the Company’s business expense reimbursement policy. In addition, for all time that you reasonably expend in providing Cooperation Services after the end of the Severance Pay Period, the Company shall compensate you at the rate of $150 per hour; provided that your right to such compensation shall not apply to time spent in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or trials. Cognex Corporation One Vision Drive Natick, MA 01760-2059 (508) 650-3000 fax (508) 650-3333 www.cognex.com

Non-Disparagement You agree not to make any disparaging statements concerning the Company or any of its affiliates, products, services, or current or former officers, directors, shareholders, employees or agents. Protected Disclosures and Other Protected Actions Nothing contained in this Agreement limits your ability to file a charge or complaint with any federal, state or local governmental agency or commission (a “Government Agency”). In addition, nothing contained in this Agreement limits your ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including your ability to provide documents or other information, without notice to the Company, nor does anything contained in this Agreement apply to truthful testimony in litigation. If you file any charge or complaint with any Government Agency and if the Government Agency pursues any claim on your behalf, or if any other third party pursues any claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Agreement limits any right you may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement, the Restrictive Covenants Agreement, or the Award Agreements for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Other Provisions Termination of Payments. If you breach any of your obligations under this Agreement, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate its payments to you or for your benefit under this Agreement. The termination of such payments in the event of your breach will not affect your continuing obligations under this Agreement. Absence of Reliance. In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of the Company. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Cognex Corporation One Vision Drive Natick, MA 01760-2059 (508) 650-3000 fax (508) 650-3333 www.cognex.com

Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of a party to require the performance of any term or obligation of this Agreement, or the waiver by a party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. Jurisdiction. You and the Company hereby agree that the Superior Court of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts shall have the exclusive jurisdiction to consider any matters related to this Agreement, including, without limitation, any claim of a violation of this Agreement. With respect to any such court action, you submit to the jurisdiction of such courts and you acknowledge that venue in such courts is proper. Relief. You agree that it would be difficult to measure any harm caused to the Company that might result from any breach by you of your promises set forth in Sections 4 and 6-9 (the “Specified Sections”). You further agree that money damages would be an inadequate remedy for any breach of any of the Specified Sections. Accordingly, you agree that if you breach, or propose to breach, any portion of your obligations under any of the Specified Sections, the Company shall be entitled, in addition to all other remedies it may have, to an injunction or other appropriate equitable relief to restrain any such breach, without showing or proving any actual damage to the Company and without the necessity of posting a bond. If the Company prevails in any action to enforce any of the Specified Sections, then you also shall be liable to the Company for reasonable attorney’s fees and costs incurred by the Company in enforcing any of the Specified Sections. Governing Law; Interpretation. This Agreement shall be interpreted and enforced under the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. In the event of any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or the Company or the “drafter” of all or any portion of this Agreement. Entire Agreement. This Agreement constitutes the entire agreement between you and the Company. This Agreement supersedes any previous agreements or understandings between you and the Company, except the Restrictive Covenants Agreement, the Award Agreements, and any other obligations specifically preserved in this Agreement. Time for Consideration; Effective Date. You acknowledge that you have knowingly and voluntarily entered into this Agreement and that the Company advises you to consult with an attorney before signing this Agreement. You understand and acknowledge that you have been given the opportunity to consider this Agreement for twenty-one (21) days from your receipt of this Agreement before signing it (the “Consideration Period”). To accept this Agreement, you must return a signed original or a signed PDF copy of this Agreement so that it is received by Sheila DiPalma at or before the expiration of the Consideration Period. If you sign this Agreement before the end of the Consideration Period, you acknowledge that such decision was entirely voluntary and that you had the opportunity to consider this Agreement for the entire Consideration Period. For the period of seven (7) days from the date when you sign this Agreement, you have the right to revoke this Agreement by written notice to Ms. DiPalma, provided that such notice is delivered so that it is received at or before the expiration of the seven (7) day revocation period. This Agreement shall not Cognex Corporation One Vision Drive Natick, MA 01760-2059 (508) 650-3000 fax (508) 650-3333 www.cognex.com

become effective or enforceable during the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period (the “Effective Date”). Counterparts. This Agreement may be executed in separate counterparts. When both counterparts are signed, they shall be treated together as one and the same document. Please indicate your agreement to the terms of this Agreement by signing and returning to Ms. DiPalma the original or a PDF copy of this letter within the time period set forth above. Sincerely, COGNEX CORPORATION By: /s/ Robert J. Willett ______________ 4/1/2019______________________________ Robert J. Willett Date President and Chief Executive Officer Enclosure (Exhibit A—Restrictive Covenants Agreement) You are advised to consult with an attorney before signing this Agreement. This is a legal document. Your signature will commit you to its terms. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are knowingly and voluntarily entering into this Agreement. /s/ John J. Curran 4/1/19 John J. Curran Date Cognex Corporation One Vision Drive Natick, MA 01760-2059 (508) 650-3000 fax (508) 650-3333 www.cognex.com


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


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


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


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


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


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



*	This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.