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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended March 29, 2014
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Switzerland
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98-1050812
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification number)
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Freier Platz 10, 8200 Schaffhausen, Switzerland
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(Address of principal executive offices)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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PART I FINANCIAL INFORMATION
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II OTHER INFORMATION
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 6.
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Three months ended
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|||||
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In millions, except per-share data
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March 29,
2014 |
March 30,
2013 |
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Net sales
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$
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1,725.2
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$
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1,774.5
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Cost of goods sold
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1,146.9
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1,250.7
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Gross profit
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578.3
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523.8
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Selling, general and administrative
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368.4
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416.0
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Research and development
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30.0
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33.5
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Operating income
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179.9
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74.3
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Other (income) expense:
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||||
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Equity income of unconsolidated subsidiaries
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(0.4
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)
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(0.2
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)
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Loss (gain) on sale of businesses
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8.0
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(16.7
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)
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Net interest expense
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15.7
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17.0
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Income before income taxes and noncontrolling interest
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156.6
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74.2
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Provision for income taxes
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38.0
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20.9
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Net income before noncontrolling interest
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118.6
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53.3
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Noncontrolling interest
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—
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1.6
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Net income attributable to Pentair Ltd.
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$
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118.6
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$
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51.7
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Comprehensive income (loss), net of tax
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Net income before noncontrolling interest
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$
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118.6
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$
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53.3
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Changes in cumulative translation adjustment
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(27.9
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)
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(76.9
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)
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Changes in market value of derivative financial instruments, net of $0.1 and $0.4 tax, respectively
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0.2
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0.7
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Total comprehensive income (loss)
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90.9
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(22.9
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)
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Less: Comprehensive income attributable to noncontrolling interest
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—
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0.7
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Comprehensive income (loss) attributable to Pentair Ltd.
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$
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90.9
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$
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(23.6
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)
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Earnings per common share attributable to Pentair Ltd.
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Basic
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$
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0.60
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$
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0.25
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Diluted
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$
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0.59
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$
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0.25
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Weighted average common shares outstanding
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Basic
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196.2
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204.8
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Diluted
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199.7
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208.2
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March 29,
2014 |
December 31,
2013 |
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In millions, except per-share data
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Assets
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Current assets
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Cash and cash equivalents
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$
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211.1
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$
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265.1
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Accounts and notes receivable, net of allowances of $103.9 and $115.1, respectively
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1,410.7
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1,334.3
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Inventories
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1,271.6
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1,243.3
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Other current assets
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411.9
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389.4
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Total current assets
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3,305.3
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3,232.1
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Property, plant and equipment, net
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1,162.0
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1,170.0
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Other assets
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Goodwill
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5,098.9
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5,134.2
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Intangibles, net
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1,747.7
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1,776.1
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Other non-current assets
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452.6
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430.9
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Total other assets
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7,299.2
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7,341.2
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Total assets
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$
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11,766.5
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$
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11,743.3
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Liabilities and Equity
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Current liabilities
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Current maturities of long-term debt and short-term borrowings
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$
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2.8
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$
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2.5
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Accounts payable
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575.4
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596.6
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Employee compensation and benefits
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294.6
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347.1
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Other current liabilities
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655.3
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664.0
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Total current liabilities
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1,528.1
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1,610.2
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Other liabilities
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Long-term debt
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2,933.8
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2,552.6
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Pension and other post-retirement compensation and benefits
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318.6
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324.8
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Deferred tax liabilities
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599.5
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580.6
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Other non-current liabilities
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450.2
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457.4
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Total liabilities
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5,830.2
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5,525.6
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Equity
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Common shares CHF 0.50 par value, 213.0 authorized and issued at March 29, 2014 and December 31, 2013, respectively
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113.5
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113.5
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Common shares held in treasury, 18.3 and 15.6 shares at March 29, 2014 and December 31, 2013, respectively
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(1,105.1
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)
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(875.1
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)
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Capital contribution reserve
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5,051.5
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5,071.4
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Retained earnings
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1,947.7
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1,829.1
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Accumulated other comprehensive income (loss)
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(71.3
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)
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(43.6
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)
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Shareholders’ equity attributable to Pentair Ltd.
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5,936.3
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6,095.3
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Noncontrolling interest
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—
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122.4
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Total equity
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5,936.3
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6,217.7
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Total liabilities and equity
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$
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11,766.5
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$
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11,743.3
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Three months ended
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|||||
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In millions
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March 29,
2014 |
March 30,
2013 |
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Operating activities
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Net income before noncontrolling interest
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$
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118.6
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$
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53.3
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Adjustments to reconcile net income before noncontrolling interest to net cash provided by (used for) operating activities
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||||
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Equity income of unconsolidated subsidiaries
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(0.4
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)
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(0.2
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)
|
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Depreciation
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37.3
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38.1
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Amortization
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29.4
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41.8
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Deferred income taxes
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0.1
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2.0
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Loss (gain) on sale of businesses
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8.0
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(16.7
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)
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Share-based compensation
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7.4
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10.4
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Excess tax benefits from share-based compensation
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(6.1
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)
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—
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Loss on sale of assets
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0.4
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—
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||
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Changes in assets and liabilities, net of effects of business acquisitions
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||||
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Accounts and notes receivable
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(78.0
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)
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(129.4
|
)
|
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Inventories
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(28.8
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)
|
29.1
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||
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Other current assets
|
(25.3
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)
|
(21.7
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)
|
||
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Accounts payable
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(35.9
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)
|
20.9
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||
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Employee compensation and benefits
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(53.3
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)
|
(25.7
|
)
|
||
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Other current liabilities
|
37.0
|
|
8.9
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|
||
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Other non-current assets and liabilities
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(9.8
|
)
|
9.1
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|
||
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Net cash provided by (used for) operating activities
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0.6
|
|
19.9
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|
||
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Investing activities
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|
|
||||
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Capital expenditures
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(27.2
|
)
|
(49.7
|
)
|
||
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Proceeds from sale of property and equipment
|
0.4
|
|
0.9
|
|
||
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Proceeds from sale of businesses, net
|
—
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|
30.0
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|
||
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Other
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(0.5
|
)
|
0.3
|
|
||
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Net cash provided by (used for) investing activities
|
(27.3
|
)
|
(18.5
|
)
|
||
|
Financing activities
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|
|
||||
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Net receipts of short-term borrowings
|
0.3
|
|
2.9
|
|
||
|
Net receipts of commercial paper and revolving long-term debt
|
381.9
|
|
139.6
|
|
||
|
Repayments of long-term debt
|
(0.9
|
)
|
(1.7
|
)
|
||
|
Debt issuance costs
|
—
|
|
(1.3
|
)
|
||
|
Excess tax benefits from share-based compensation
|
6.1
|
|
—
|
|
||
|
Shares issued to employees, net of shares withheld
|
24.0
|
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11.8
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|
||
|
Repurchases of common shares
|
(252.2
|
)
|
(140.3
|
)
|
||
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Dividends paid
|
(49.2
|
)
|
(47.2
|
)
|
||
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Purchase of noncontrolling interest
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(134.7
|
)
|
—
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||
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Distribution to noncontrolling interest
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—
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(2.0
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)
|
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Net cash provided by (used for) financing activities
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(24.7
|
)
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(38.2
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)
|
||
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Effect of exchange rate changes on cash and cash equivalents
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(2.6
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)
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(10.0
|
)
|
||
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Change in cash and cash equivalents
|
(54.0
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)
|
(46.8
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
265.1
|
|
261.3
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Cash and cash equivalents, end of period
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$
|
211.1
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$
|
214.5
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In millions
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Common shares
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Treasury shares
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Capital
contribution reserve
|
Retained earnings
|
Accumulated
other
comprehensive income (loss)
|
Total Pentair Ltd.
|
Noncontrolling interest
|
Total
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||||||||||||||||||||
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Number
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Amount
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Number
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Amount
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|||||||||||||||||||||||||
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Balance - December 31, 2013
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213.0
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$
|
113.5
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(15.6
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)
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$
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(875.1
|
)
|
$
|
5,071.4
|
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$
|
1,829.1
|
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$
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(43.6
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)
|
$
|
6,095.3
|
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$
|
122.4
|
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$
|
6,217.7
|
|
|
Net income
|
—
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—
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|
—
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—
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—
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118.6
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—
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118.6
|
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—
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118.6
|
|
||||||||
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Other comprehensive income (loss), net of tax
|
—
|
|
—
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—
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—
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—
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—
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(27.7
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)
|
(27.7
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)
|
—
|
|
(27.7
|
)
|
||||||||
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Dividends declared
|
—
|
|
—
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|
|
—
|
|
—
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0.6
|
|
—
|
|
—
|
|
0.6
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—
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0.6
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||||||||
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Purchase of noncontrolling interest
|
—
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|
—
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|
|
—
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|
—
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(12.3
|
)
|
—
|
|
—
|
|
(12.3
|
)
|
(122.4
|
)
|
(134.7
|
)
|
||||||||
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Share repurchase
|
—
|
|
—
|
|
|
(3.5
|
)
|
(269.6
|
)
|
—
|
|
—
|
|
—
|
|
(269.6
|
)
|
—
|
|
(269.6
|
)
|
||||||||
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Exercise of options, net of shares tendered for payment
|
—
|
|
—
|
|
|
0.7
|
|
34.3
|
|
(7.1
|
)
|
—
|
|
—
|
|
27.2
|
|
—
|
|
27.2
|
|
||||||||
|
Issuance of restricted shares, net of cancellations
|
—
|
|
—
|
|
|
0.2
|
|
7.3
|
|
(7.3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
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Shares surrendered by employees to pay taxes
|
—
|
|
—
|
|
|
(0.1
|
)
|
(2.0
|
)
|
(1.2
|
)
|
—
|
|
—
|
|
(3.2
|
)
|
—
|
|
(3.2
|
)
|
||||||||
|
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
7.4
|
|
—
|
|
—
|
|
7.4
|
|
—
|
|
7.4
|
|
||||||||
|
Balance - March 29, 2014
|
213.0
|
|
$
|
113.5
|
|
|
(18.3
|
)
|
$
|
(1,105.1
|
)
|
$
|
5,051.5
|
|
$
|
1,947.7
|
|
$
|
(71.3
|
)
|
$
|
5,936.3
|
|
$
|
—
|
|
$
|
5,936.3
|
|
|
In millions
|
Common shares
|
|
Treasury shares
|
Capital
contribution reserve
|
Retained earnings
|
Accumulated
other
comprehensive income (loss)
|
Total Pentair Ltd.
|
Noncontrolling interest
|
Total
|
||||||||||||||||||||
|
Number
|
Amount
|
Number
|
Amount
|
||||||||||||||||||||||||||
|
Balance - December 31, 2012
|
213.0
|
|
$
|
113.5
|
|
|
(6.9
|
)
|
$
|
(315.5
|
)
|
$
|
5,292.4
|
|
$
|
1,292.3
|
|
$
|
(11.6
|
)
|
$
|
6,371.1
|
|
$
|
116.4
|
|
$
|
6,487.5
|
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
51.7
|
|
—
|
|
51.7
|
|
1.6
|
|
53.3
|
|
||||||||
|
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(75.3
|
)
|
(75.3
|
)
|
(0.9
|
)
|
(76.2
|
)
|
||||||||
|
Tax benefits of share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
6.2
|
|
—
|
|
—
|
|
6.2
|
|
—
|
|
6.2
|
|
||||||||
|
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
0.8
|
|
—
|
|
—
|
|
0.8
|
|
—
|
|
0.8
|
|
||||||||
|
Distribution to noncontrolling interest
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2.0
|
)
|
(2.0
|
)
|
||||||||
|
Share repurchase
|
—
|
|
—
|
|
|
(2.7
|
)
|
(140.3
|
)
|
—
|
|
—
|
|
—
|
|
(140.3
|
)
|
—
|
|
(140.3
|
)
|
||||||||
|
Exercise of options, net of shares tendered for payment
|
—
|
|
—
|
|
|
0.8
|
|
33.8
|
|
(12.0
|
)
|
—
|
|
—
|
|
21.8
|
|
—
|
|
21.8
|
|
||||||||
|
Issuance of restricted shares, net of cancellations
|
—
|
|
—
|
|
|
0.5
|
|
24.0
|
|
(24.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Shares surrendered by employees to pay taxes
|
—
|
|
—
|
|
|
(0.2
|
)
|
(8.5
|
)
|
(1.5
|
)
|
—
|
|
—
|
|
(10.0
|
)
|
—
|
|
(10.0
|
)
|
||||||||
|
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
10.4
|
|
—
|
|
—
|
|
10.4
|
|
—
|
|
10.4
|
|
||||||||
|
Balance - March 30, 2013
|
213.0
|
|
$
|
113.5
|
|
|
(8.5
|
)
|
$
|
(406.5
|
)
|
$
|
5,272.3
|
|
$
|
1,344.0
|
|
$
|
(86.9
|
)
|
$
|
6,236.4
|
|
$
|
115.1
|
|
$
|
6,351.5
|
|
|
2.
|
Acquisitions and Divestitures
|
|
3.
|
Share Plans
|
|
|
Three months ended
|
|||||
|
In millions
|
March 29,
2014 |
March 30,
2013 |
||||
|
Restricted stock units
|
$
|
4.9
|
|
$
|
6.8
|
|
|
Stock options
|
2.5
|
|
3.6
|
|
||
|
Total share-based compensation expense
|
$
|
7.4
|
|
$
|
10.4
|
|
|
|
2014
Annual Grant
|
|
|
Risk-free interest rate
|
1.43
|
%
|
|
Expected dividend yield
|
1.45
|
%
|
|
Expected share price volatility
|
35.3
|
%
|
|
Expected term (years)
|
5.6
|
|
|
4.
|
Restructuring
|
|
|
Three months ended
|
|||||
|
In millions
|
March 29,
2014 |
March 30,
2013 |
||||
|
Severance and related costs
|
$
|
18.4
|
|
$
|
20.1
|
|
|
Other
|
4.8
|
|
1.5
|
|
||
|
Total restructuring costs
|
$
|
23.2
|
|
$
|
21.6
|
|
|
In millions
|
March 29,
2014 |
||
|
Beginning balance
|
$
|
78.6
|
|
|
Costs incurred
|
18.4
|
|
|
|
Cash payments and other
|
(17.8
|
)
|
|
|
Ending balance
|
$
|
79.2
|
|
|
5.
|
Earnings Per Share
|
|
|
Three months ended
|
|||||
|
In millions, except per-share data
|
March 29,
2014 |
March 30,
2013 |
||||
|
Net income attributable to Pentair Ltd.
|
$
|
118.6
|
|
$
|
51.7
|
|
|
Weighted average common shares outstanding
|
|
|
||||
|
Basic
|
196.2
|
|
204.8
|
|
||
|
Dilutive impact of stock options and restricted stock units
|
3.5
|
|
3.4
|
|
||
|
Diluted
|
199.7
|
|
208.2
|
|
||
|
Earnings per common share attributable to Pentair Ltd.
|
|
|
||||
|
Basic earnings per common share
|
$
|
0.60
|
|
$
|
0.25
|
|
|
Diluted earnings per common share
|
$
|
0.59
|
|
$
|
0.25
|
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
0.5
|
|
1.0
|
|
||
|
6.
|
Supplemental Balance Sheet Information
|
|
In millions
|
March 29,
2014 |
December 31,
2013 |
||||
|
Inventories
|
|
|
||||
|
Raw materials and supplies
|
$
|
564.2
|
|
$
|
557.2
|
|
|
Work-in-process
|
164.8
|
|
166.5
|
|
||
|
Finished goods
|
542.6
|
|
519.6
|
|
||
|
Total inventories
|
$
|
1,271.6
|
|
$
|
1,243.3
|
|
|
Other current assets
|
|
|
||||
|
Cost in excess of billings
|
$
|
108.7
|
|
$
|
100.8
|
|
|
Prepaid expenses
|
123.8
|
|
103.9
|
|
||
|
Deferred income taxes
|
160.9
|
|
162.0
|
|
||
|
Other current assets
|
18.5
|
|
22.7
|
|
||
|
Total other current assets
|
$
|
411.9
|
|
$
|
389.4
|
|
|
Property, plant and equipment, net
|
|
|
||||
|
Land and land improvements
|
$
|
242.5
|
|
$
|
251.3
|
|
|
Buildings and leasehold improvements
|
523.0
|
|
516.8
|
|
||
|
Machinery and equipment
|
1,238.0
|
|
1,208.0
|
|
||
|
Construction in progress
|
76.5
|
|
72.6
|
|
||
|
Total property, plant and equipment
|
2,080.0
|
|
2,048.7
|
|
||
|
Accumulated depreciation and amortization
|
918.0
|
|
878.7
|
|
||
|
Total property, plant and equipment, net
|
$
|
1,162.0
|
|
$
|
1,170.0
|
|
|
Other non-current assets
|
|
|
||||
|
Asbestos-related insurance receivable
|
$
|
119.3
|
|
$
|
119.6
|
|
|
Deferred income taxes
|
136.3
|
|
93.6
|
|
||
|
Other non-current assets
|
197.0
|
|
217.7
|
|
||
|
Total other non-current assets
|
$
|
452.6
|
|
$
|
430.9
|
|
|
Other current liabilities
|
|
|
||||
|
Deferred revenue and customer deposits
|
$
|
104.8
|
|
$
|
92.4
|
|
|
Dividends payable
|
48.7
|
|
98.7
|
|
||
|
Billings in excess of cost
|
42.6
|
|
38.1
|
|
||
|
Accrued warranty
|
56.0
|
|
56.6
|
|
||
|
Other current liabilities
|
403.2
|
|
378.2
|
|
||
|
Total other current liabilities
|
$
|
655.3
|
|
$
|
664.0
|
|
|
Other non-current liabilities
|
|
|
||||
|
Asbestos-related liabilities
|
$
|
254.1
|
|
$
|
254.7
|
|
|
Taxes payable
|
50.4
|
|
48.9
|
|
||
|
Other non-current liabilities
|
145.7
|
|
153.8
|
|
||
|
Total other non-current liabilities
|
$
|
450.2
|
|
$
|
457.4
|
|
|
7.
|
Goodwill and Other Identifiable Intangible Assets
|
|
In millions
|
December 31, 2013
|
Acquisitions/
divestitures
|
Foreign currency
translation/other
|
March 29, 2014
|
||||||||
|
Valves & Controls
|
$
|
1,511.6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,511.6
|
|
|
Process Technologies
|
1,524.5
|
|
—
|
|
(0.9
|
)
|
1,523.6
|
|
||||
|
Flow Technologies
|
940.1
|
|
—
|
|
(34.7
|
)
|
905.4
|
|
||||
|
Technical Solutions
|
1,158.0
|
|
—
|
|
0.3
|
|
1,158.3
|
|
||||
|
Total goodwill
|
$
|
5,134.2
|
|
$
|
—
|
|
$
|
(35.3
|
)
|
$
|
5,098.9
|
|
|
|
March 29, 2014
|
|
December 31, 2013
|
||||||||||||||||
|
In millions
|
Cost
|
Accumulated
amortization
|
Net
|
|
Cost
|
Accumulated
amortization
|
Net
|
||||||||||||
|
Finite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships
|
$
|
1,286.7
|
|
$
|
(267.8
|
)
|
$
|
1,018.9
|
|
|
$
|
1,286.8
|
|
$
|
(243.8
|
)
|
$
|
1,043.0
|
|
|
Trade names
|
2.1
|
|
(1.0
|
)
|
1.1
|
|
|
2.1
|
|
(0.9
|
)
|
1.2
|
|
||||||
|
Proprietary technology and patents
|
262.8
|
|
(83.6
|
)
|
179.2
|
|
|
264.6
|
|
(80.1
|
)
|
184.5
|
|
||||||
|
Backlog
|
2.6
|
|
(0.9
|
)
|
1.7
|
|
|
2.6
|
|
(1.2
|
)
|
1.4
|
|
||||||
|
Total finite-life intangibles
|
$
|
1,554.2
|
|
$
|
(353.3
|
)
|
$
|
1,200.9
|
|
|
$
|
1,556.1
|
|
$
|
(326.0
|
)
|
$
|
1,230.1
|
|
|
Indefinite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Trade names
|
546.8
|
|
—
|
|
546.8
|
|
|
546.0
|
|
—
|
|
546.0
|
|
||||||
|
Total intangibles, net
|
$
|
2,101.0
|
|
$
|
(353.3
|
)
|
$
|
1,747.7
|
|
|
$
|
2,102.1
|
|
$
|
(326.0
|
)
|
$
|
1,776.1
|
|
|
|
Q2 - Q4
|
|
|
|
|
|
||||||||||||
|
In millions
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
||||||||||||
|
Estimated amortization expense
|
$
|
86.8
|
|
$
|
115.4
|
|
$
|
114.4
|
|
$
|
112.8
|
|
$
|
110.2
|
|
$
|
102.5
|
|
|
8.
|
|
|
In millions
|
Average interest rate at
March 29, 2014
|
Maturity
Year
|
March 29,
2014 |
December 31,
2013 |
||||
|
Commercial paper
|
0.504%
|
2017
|
$
|
896.3
|
|
$
|
528.9
|
|
|
Revolving credit facilities
|
1.402%
|
2017
|
14.5
|
|
—
|
|
||
|
Senior notes - fixed rate
|
1.350%
|
2015
|
350.0
|
|
350.0
|
|
||
|
Senior notes - fixed rate
|
1.875%
|
2017
|
350.0
|
|
350.0
|
|
||
|
Senior notes - fixed rate
|
2.650%
|
2019
|
250.0
|
|
250.0
|
|
||
|
Senior notes - fixed rate
|
5.000%
|
2021
|
500.0
|
|
500.0
|
|
||
|
Senior notes - fixed rate
|
3.150%
|
2022
|
550.0
|
|
550.0
|
|
||
|
Other
|
1.400%
|
2014-2030
|
5.1
|
|
4.7
|
|
||
|
Capital lease obligations
|
4.017%
|
2014-2025
|
20.7
|
|
21.5
|
|
||
|
Total debt
|
|
|
2,936.6
|
|
2,555.1
|
|
||
|
Less: Current maturities and short-term borrowings
|
|
|
(2.8
|
)
|
(2.5
|
)
|
||
|
Long-term debt
|
|
|
$
|
2,933.8
|
|
$
|
2,552.6
|
|
|
|
Q2 - Q4
|
|
|
|
|
|
|
|
||||||||||||||||
|
In millions
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
Thereafter
|
Total
|
||||||||||||||||
|
Contractual debt obligation maturities
|
$
|
0.3
|
|
$
|
350.0
|
|
$
|
—
|
|
$
|
1,260.8
|
|
$
|
—
|
|
$
|
250.0
|
|
$
|
1,054.8
|
|
$
|
2,915.9
|
|
|
Capital lease obligations
|
1.9
|
|
5.5
|
|
0.5
|
|
0.5
|
|
0.5
|
|
0.5
|
|
11.3
|
|
20.7
|
|
||||||||
|
Total maturities
|
$
|
2.2
|
|
$
|
355.5
|
|
$
|
0.5
|
|
$
|
1,261.3
|
|
$
|
0.5
|
|
$
|
250.5
|
|
$
|
1,066.1
|
|
$
|
2,936.6
|
|
|
9.
|
Derivatives and Financial Instruments
|
|
Level 1:
|
|
Valuation is based on observable inputs such as quoted market prices (unadjusted) for identical assets or liabilities in active markets.
|
|
|
|
|
|
Level 2:
|
|
Valuation is based on inputs such as quoted market prices for similar assets or liabilities in active markets or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
|
|
|
|
|
Level 3:
|
|
Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
|
|
•
|
short-term financial instruments (cash and cash equivalents, accounts and notes receivable, accounts and notes payable and variable-rate debt) — recorded amount approximates fair value because of the short maturity period;
|
|
•
|
long-term fixed-rate debt, including current maturities — fair value is based on market quotes available for issuance of debt with similar terms, which are inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance; and
|
|
•
|
foreign currency contract agreements — fair values are determined through the use of models that consider various assumptions, including time value, yield curves, as well as other relevant economic measures, which are inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance.
|
|
|
March 29, 2014
|
|
December 31, 2013
|
||||||||||
|
In millions
|
Recorded
Amount
|
Fair
Value
|
|
Recorded
Amount
|
Fair
Value
|
||||||||
|
Variable rate debt
|
$
|
910.8
|
|
$
|
910.8
|
|
|
$
|
528.9
|
|
$
|
528.9
|
|
|
Fixed rate debt
|
2,025.8
|
|
2,046.9
|
|
|
2,026.2
|
|
2,002.2
|
|
||||
|
Total debt
|
$
|
2,936.6
|
|
$
|
2,957.7
|
|
|
$
|
2,555.1
|
|
$
|
2,531.1
|
|
|
|
March 29, 2014
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract assets
|
$
|
—
|
|
$
|
2.3
|
|
$
|
—
|
|
$
|
2.3
|
|
|
Foreign currency contract liabilities
|
—
|
|
(1.5
|
)
|
—
|
|
(1.5
|
)
|
||||
|
Deferred compensation plan
(1)
|
25.3
|
|
—
|
|
—
|
|
25.3
|
|
||||
|
Total recurring fair value measurements
|
$
|
25.3
|
|
$
|
0.8
|
|
$
|
—
|
|
$
|
26.1
|
|
|
|
December 31, 2013
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract assets
|
$
|
—
|
|
$
|
3.6
|
|
$
|
—
|
|
$
|
3.6
|
|
|
Foreign currency contract liabilities
|
—
|
|
(0.9
|
)
|
—
|
|
(0.9
|
)
|
||||
|
Deferred compensation plan
(1)
|
32.1
|
|
—
|
|
—
|
|
32.1
|
|
||||
|
Total recurring fair value measurements
|
$
|
32.1
|
|
$
|
2.7
|
|
$
|
—
|
|
$
|
34.8
|
|
|
Nonrecurring fair value measurements
(2)
|
|
|
|
|
||||||||
|
(1)
|
Deferred compensation plan assets include mutual funds and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees. The fair value of these assets was based on quoted market prices in active markets.
|
|
(2)
|
In the fourth quarter of
2013
, we completed our annual intangible assets impairment review. As a result, we recorded a pre-tax non-cash impairment charge of
$11.0 million
for trade names intangibles. The impairment charge reduced the fair value of the impacted trade name intangible to $0. The fair value of trade names is measured using the relief-from-royalty method. This method assumes the trade name has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital.
|
|
10.
|
Income Taxes
|
|
11.
|
Benefit Plans
|
|
|
U.S. pension plans
|
|||||
|
|
Three months ended
|
|||||
|
In millions
|
March 29,
2014 |
March 30,
2013 |
||||
|
Service cost
|
$
|
3.3
|
|
$
|
3.9
|
|
|
Interest cost
|
3.8
|
|
3.6
|
|
||
|
Expected return on plan assets
|
(2.6
|
)
|
(2.4
|
)
|
||
|
Net periodic benefit cost
|
$
|
4.5
|
|
$
|
5.1
|
|
|
|
Non-U.S. pension plans
|
|||||
|
|
Three months ended
|
|||||
|
In millions
|
March 29,
2014 |
March 30,
2013 |
||||
|
Service cost
|
$
|
2.0
|
|
$
|
2.4
|
|
|
Interest cost
|
4.7
|
|
4.4
|
|
||
|
Expected return on plan assets
|
(4.2
|
)
|
(3.8
|
)
|
||
|
Net periodic benefit cost
|
$
|
2.5
|
|
$
|
3.0
|
|
|
12.
|
Shareholders’ Equity
|
|
13.
|
Segment information
|
|
|
Three months ended
|
|||||
|
In millions
|
March 29,
2014 |
March 30,
2013 |
||||
|
Net sales
|
|
|
||||
|
Valves & Controls
|
$
|
534.8
|
|
$
|
585.8
|
|
|
Process Technologies
|
418.3
|
|
396.6
|
|
||
|
Flow Technologies
|
364.1
|
|
390.6
|
|
||
|
Technical Solutions
|
415.3
|
|
410.0
|
|
||
|
Other
|
(7.3
|
)
|
(8.5
|
)
|
||
|
Consolidated
|
$
|
1,725.2
|
|
$
|
1,774.5
|
|
|
Operating income (loss)
|
|
|
||||
|
Valves & Controls
|
$
|
52.2
|
|
$
|
(18.6
|
)
|
|
Process Technologies
|
46.3
|
|
43.4
|
|
||
|
Flow Technologies
|
27.5
|
|
31.4
|
|
||
|
Technical Solutions
|
76.2
|
|
53.3
|
|
||
|
Other
|
(22.3
|
)
|
(35.2
|
)
|
||
|
Consolidated
|
$
|
179.9
|
|
$
|
74.3
|
|
|
14.
|
Commitments and Contingencies
|
|
In millions
|
March 29,
2014 |
||
|
Beginning balance
|
$
|
56.6
|
|
|
Service and product warranty provision
|
13.3
|
|
|
|
Payments
|
(13.9
|
)
|
|
|
Ending balance
|
$
|
56.0
|
|
|
15.
|
Financial Statements of Parent Company Guarantor
|
|
•
|
Parent Company Guarantor;
|
|
•
|
Subsidiary Issuer;
|
|
•
|
Non-guarantor subsidiaries of Pentair Ltd. on a combined basis;
|
|
•
|
Consolidating entries and eliminations representing adjustments to:
|
|
a.
|
eliminate intercompany transactions between or among the Parent Company Guarantor, the Subsidiary Issuer and the non-guarantor subsidiaries;
|
|
b.
|
eliminate the investments in subsidiaries; and
|
|
c.
|
record consolidating entries.
|
|
•
|
Pentair Ltd. and subsidiaries on a consolidated basis.
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Pentair Ltd.
and
Subsidiaries
Consolidated
|
||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
1,725.2
|
|
$
|
—
|
|
$
|
1,725.2
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
1,146.9
|
|
—
|
|
1,146.9
|
|
|||||
|
Gross profit
|
—
|
|
—
|
|
578.3
|
|
—
|
|
578.3
|
|
|||||
|
Selling, general and administrative
|
(0.3
|
)
|
3.3
|
|
365.4
|
|
—
|
|
368.4
|
|
|||||
|
Research and development
|
—
|
|
—
|
|
30.0
|
|
—
|
|
30.0
|
|
|||||
|
Operating income (loss)
|
0.3
|
|
(3.3
|
)
|
182.9
|
|
—
|
|
179.9
|
|
|||||
|
Loss (earnings) from investment in subsidiaries
|
(118.6
|
)
|
(127.1
|
)
|
—
|
|
245.7
|
|
—
|
|
|||||
|
Other (income) expense:
|
|
|
|
|
|
||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
(0.4
|
)
|
—
|
|
(0.4
|
)
|
|||||
|
Loss on sale of business
|
—
|
|
—
|
|
8.0
|
|
—
|
|
8.0
|
|
|||||
|
Net interest expense
|
0.3
|
|
0.9
|
|
14.5
|
|
—
|
|
15.7
|
|
|||||
|
Income (loss) before income taxes
|
118.6
|
|
122.9
|
|
160.8
|
|
(245.7
|
)
|
156.6
|
|
|||||
|
Provision for income taxes
|
—
|
|
—
|
|
38.0
|
|
—
|
|
38.0
|
|
|||||
|
Net income (loss) attributable to Pentair Ltd.
|
$
|
118.6
|
|
$
|
122.9
|
|
$
|
122.8
|
|
$
|
(245.7
|
)
|
$
|
118.6
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||||||
|
Net income (loss) attributable to Pentair Ltd.
|
$
|
118.6
|
|
$
|
122.9
|
|
$
|
122.8
|
|
$
|
(245.7
|
)
|
$
|
118.6
|
|
|
Changes in cumulative translation adjustment
|
(27.9
|
)
|
(27.9
|
)
|
(27.9
|
)
|
55.8
|
|
(27.9
|
)
|
|||||
|
Changes in market value of derivative financial instruments
|
0.2
|
|
0.2
|
|
0.2
|
|
(0.4
|
)
|
0.2
|
|
|||||
|
Comprehensive income (loss) attributable to Pentair Ltd.
|
$
|
90.9
|
|
$
|
95.2
|
|
$
|
95.1
|
|
$
|
(190.3
|
)
|
$
|
90.9
|
|
|
|
|
|
|
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Pentair Ltd.
and
Subsidiaries
Consolidated
|
||||||||||
|
Assets
|
|||||||||||||||
|
Current assets
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
0.2
|
|
$
|
0.4
|
|
$
|
210.5
|
|
$
|
—
|
|
$
|
211.1
|
|
|
Accounts and notes receivable, net
|
14.7
|
|
10.2
|
|
1,522.1
|
|
(136.3
|
)
|
1,410.7
|
|
|||||
|
Inventories
|
—
|
|
—
|
|
1,271.6
|
|
—
|
|
1,271.6
|
|
|||||
|
Other current assets
|
0.9
|
|
1.2
|
|
409.8
|
|
—
|
|
411.9
|
|
|||||
|
Total current assets
|
15.8
|
|
11.8
|
|
3,414.0
|
|
(136.3
|
)
|
3,305.3
|
|
|||||
|
Property, plant and equipment, net
|
—
|
|
—
|
|
1,162.0
|
|
—
|
|
1,162.0
|
|
|||||
|
Other assets
|
|
|
|
|
|
||||||||||
|
Investments in subsidiaries
|
6,064.8
|
|
8,105.1
|
|
—
|
|
(14,169.9
|
)
|
—
|
|
|||||
|
Goodwill
|
—
|
|
—
|
|
5,098.9
|
|
—
|
|
5,098.9
|
|
|||||
|
Intangibles, net
|
—
|
|
—
|
|
1,747.7
|
|
—
|
|
1,747.7
|
|
|||||
|
Other non-current assets
|
31.6
|
|
1,700.8
|
|
415.3
|
|
(1,695.1
|
)
|
452.6
|
|
|||||
|
Total other assets
|
6,096.4
|
|
9,805.9
|
|
7,261.9
|
|
(15,865.0
|
)
|
7,299.2
|
|
|||||
|
Total assets
|
$
|
6,112.2
|
|
$
|
9,817.7
|
|
$
|
11,837.9
|
|
$
|
(16,001.3
|
)
|
$
|
11,766.5
|
|
|
Liabilities and Equity
|
|||||||||||||||
|
Current liabilities
|
|
|
|
|
|
||||||||||
|
Current maturities of long-term debt and short-term borrowings
|
$
|
—
|
|
$
|
—
|
|
$
|
2.8
|
|
$
|
—
|
|
$
|
2.8
|
|
|
Accounts payable
|
108.5
|
|
2.9
|
|
600.3
|
|
(136.3
|
)
|
575.4
|
|
|||||
|
Employee compensation and benefits
|
0.1
|
|
—
|
|
294.5
|
|
—
|
|
294.6
|
|
|||||
|
Other current liabilities
|
49.7
|
|
13.9
|
|
591.7
|
|
—
|
|
655.3
|
|
|||||
|
Total current liabilities
|
158.3
|
|
16.8
|
|
1,489.3
|
|
(136.3
|
)
|
1,528.1
|
|
|||||
|
Other liabilities
|
|
|
|
|
|
||||||||||
|
Long-term debt
|
—
|
|
2,769.3
|
|
1,859.6
|
|
(1,695.1
|
)
|
2,933.8
|
|
|||||
|
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
318.6
|
|
—
|
|
318.6
|
|
|||||
|
Deferred tax liabilities
|
—
|
|
2.9
|
|
596.6
|
|
—
|
|
599.5
|
|
|||||
|
Other non-current liabilities
|
17.6
|
|
—
|
|
432.6
|
|
—
|
|
450.2
|
|
|||||
|
Total liabilities
|
175.9
|
|
2,789.0
|
|
4,696.7
|
|
(1,831.4
|
)
|
5,830.2
|
|
|||||
|
Equity
|
5,936.3
|
|
7,028.7
|
|
7,141.2
|
|
(14,169.9
|
)
|
5,936.3
|
|
|||||
|
Total liabilities and equity
|
$
|
6,112.2
|
|
$
|
9,817.7
|
|
$
|
11,837.9
|
|
$
|
(16,001.3
|
)
|
$
|
11,766.5
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Pentair Ltd.
and
Subsidiaries
Consolidated
|
||||||||||
|
Operating activities
|
|
|
|
|
|
||||||||||
|
Net cash provided by (used for) operating activities
|
$
|
118.0
|
|
$
|
125.6
|
|
$
|
2.7
|
|
$
|
(245.7
|
)
|
$
|
0.6
|
|
|
Investing activities
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
—
|
|
—
|
|
(27.2
|
)
|
—
|
|
(27.2
|
)
|
|||||
|
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
0.4
|
|
—
|
|
0.4
|
|
|||||
|
Other
|
—
|
|
—
|
|
(0.5
|
)
|
—
|
|
(0.5
|
)
|
|||||
|
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
(27.3
|
)
|
—
|
|
(27.3
|
)
|
|||||
|
Financing activities
|
|
|
|
|
|
||||||||||
|
Net receipts (repayments) of short-term borrowings
|
—
|
|
—
|
|
0.3
|
|
—
|
|
0.3
|
|
|||||
|
Net receipts (repayments) of commercial paper and revolving long-term debt
|
—
|
|
367.4
|
|
14.5
|
|
—
|
|
381.9
|
|
|||||
|
Repayments of long-term debt
|
—
|
|
—
|
|
(0.9
|
)
|
—
|
|
(0.9
|
)
|
|||||
|
Net change in advances to subsidiaries
|
(69.1
|
)
|
(539.6
|
)
|
363.0
|
|
245.7
|
|
—
|
|
|||||
|
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
6.1
|
|
—
|
|
6.1
|
|
|||||
|
Shares issued to employees, net of shares withheld
|
—
|
|
—
|
|
24.0
|
|
—
|
|
24.0
|
|
|||||
|
Repurchases of common shares
|
—
|
|
—
|
|
(252.2
|
)
|
—
|
|
(252.2
|
)
|
|||||
|
Dividends paid
|
(49.2
|
)
|
—
|
|
—
|
|
—
|
|
(49.2
|
)
|
|||||
|
Purchase of noncontrolling interest
|
—
|
|
—
|
|
(134.7
|
)
|
—
|
|
(134.7
|
)
|
|||||
|
Net cash provided by (used for) financing activities
|
(118.3
|
)
|
(172.2
|
)
|
20.1
|
|
245.7
|
|
(24.7
|
)
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
(2.6
|
)
|
—
|
|
(2.6
|
)
|
|||||
|
Change in cash and cash equivalents
|
(0.3
|
)
|
(46.6
|
)
|
(7.1
|
)
|
—
|
|
(54.0
|
)
|
|||||
|
Cash and cash equivalents, beginning of period
|
0.5
|
|
47.0
|
|
217.6
|
|
—
|
|
265.1
|
|
|||||
|
Cash and cash equivalents, end of period
|
$
|
0.2
|
|
$
|
0.4
|
|
$
|
210.5
|
|
$
|
—
|
|
$
|
211.1
|
|
|
In millions
|
Parent
Company Guarantor |
Subsidiary
Issuer |
Non-guarantor
Subsidiaries |
Eliminations
|
Pentair Ltd.
and Subsidiaries Consolidated |
||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
1,774.5
|
|
$
|
—
|
|
$
|
1,774.5
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
1,250.7
|
|
—
|
|
1,250.7
|
|
|||||
|
Gross profit
|
—
|
|
—
|
|
523.8
|
|
—
|
|
523.8
|
|
|||||
|
Selling, general and administrative
|
(1.0
|
)
|
3.6
|
|
413.4
|
|
—
|
|
416.0
|
|
|||||
|
Research and development
|
—
|
|
—
|
|
33.5
|
|
—
|
|
33.5
|
|
|||||
|
Operating income (loss)
|
1.0
|
|
(3.6
|
)
|
76.9
|
|
—
|
|
74.3
|
|
|||||
|
Loss (earnings) from investment in subsidiaries
|
(50.7
|
)
|
(54.9
|
)
|
—
|
|
105.6
|
|
—
|
|
|||||
|
Other (income) expense:
|
|
|
|
|
|
||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
(0.2
|
)
|
—
|
|
(0.2
|
)
|
|||||
|
Gain on sale of business
|
—
|
|
—
|
|
(16.7
|
)
|
—
|
|
(16.7
|
)
|
|||||
|
Net interest expense
|
0.3
|
|
2.6
|
|
14.1
|
|
—
|
|
17.0
|
|
|||||
|
Income (loss) before income taxes and noncontrolling interest
|
51.4
|
|
48.7
|
|
79.7
|
|
(105.6
|
)
|
74.2
|
|
|||||
|
Provision (benefit) for income taxes
|
(0.3
|
)
|
—
|
|
21.2
|
|
—
|
|
20.9
|
|
|||||
|
Net income (loss) before noncontrolling interest
|
51.7
|
|
48.7
|
|
58.5
|
|
(105.6
|
)
|
53.3
|
|
|||||
|
Noncontrolling interest
|
—
|
|
—
|
|
1.6
|
|
—
|
|
1.6
|
|
|||||
|
Net income (loss) attributable to Pentair Ltd.
|
$
|
51.7
|
|
$
|
48.7
|
|
$
|
56.9
|
|
$
|
(105.6
|
)
|
$
|
51.7
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||||||
|
Net income (loss) before noncontrolling interest
|
$
|
51.7
|
|
$
|
48.7
|
|
$
|
58.5
|
|
$
|
(105.6
|
)
|
$
|
53.3
|
|
|
Changes in cumulative translation adjustment
|
(76.0
|
)
|
(76.0
|
)
|
(76.9
|
)
|
152.0
|
|
(76.9
|
)
|
|||||
|
Changes in market value of derivative financial instruments
|
0.7
|
|
0.7
|
|
0.7
|
|
(1.4
|
)
|
0.7
|
|
|||||
|
Total comprehensive income (loss)
|
(23.6
|
)
|
(26.6
|
)
|
(17.7
|
)
|
45.0
|
|
(22.9
|
)
|
|||||
|
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
—
|
|
0.7
|
|
—
|
|
0.7
|
|
|||||
|
Comprehensive income (loss) attributable to Pentair Ltd.
|
$
|
(23.6
|
)
|
$
|
(26.6
|
)
|
$
|
(18.4
|
)
|
$
|
45.0
|
|
$
|
(23.6
|
)
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Pentair Ltd.
and
Subsidiaries
Consolidated
|
||||||||||
|
Assets
|
|||||||||||||||
|
Current assets
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
0.5
|
|
$
|
47.0
|
|
$
|
217.6
|
|
$
|
—
|
|
$
|
265.1
|
|
|
Accounts and notes receivable, net
|
2.9
|
|
4.0
|
|
1,391.0
|
|
(63.6
|
)
|
1,334.3
|
|
|||||
|
Inventories
|
—
|
|
—
|
|
1,243.3
|
|
—
|
|
1,243.3
|
|
|||||
|
Other current assets
|
1.4
|
|
0.6
|
|
387.4
|
|
—
|
|
389.4
|
|
|||||
|
Total current assets
|
4.8
|
|
51.6
|
|
3,239.3
|
|
(63.6
|
)
|
3,232.1
|
|
|||||
|
Property, plant and equipment, net
|
—
|
|
—
|
|
1,170.0
|
|
—
|
|
1,170.0
|
|
|||||
|
Other assets
|
|
|
|
|
|
||||||||||
|
Investments in subsidiaries
|
6,224.7
|
|
8,066.6
|
|
—
|
|
(14,291.3
|
)
|
—
|
|
|||||
|
Goodwill
|
—
|
|
—
|
|
5,134.2
|
|
—
|
|
5,134.2
|
|
|||||
|
Intangibles, net
|
—
|
|
—
|
|
1,776.1
|
|
—
|
|
1,776.1
|
|
|||||
|
Other non-current assets
|
31.6
|
|
1,302.7
|
|
393.3
|
|
(1,296.7
|
)
|
430.9
|
|
|||||
|
Total other assets
|
6,256.3
|
|
9,369.3
|
|
7,303.6
|
|
(15,588.0
|
)
|
7,341.2
|
|
|||||
|
Total assets
|
$
|
6,261.1
|
|
$
|
9,420.9
|
|
$
|
11,712.9
|
|
$
|
(15,651.6
|
)
|
$
|
11,743.3
|
|
|
Liabilities and Equity
|
|||||||||||||||
|
Current liabilities
|
|
|
|
|
|
||||||||||
|
Current maturities of long-term debt and short-term borrowings
|
$
|
—
|
|
$
|
—
|
|
$
|
2.5
|
|
$
|
—
|
|
$
|
2.5
|
|
|
Accounts payable
|
48.1
|
|
8.6
|
|
603.5
|
|
(63.6
|
)
|
596.6
|
|
|||||
|
Employee compensation and benefits
|
0.5
|
|
—
|
|
346.6
|
|
—
|
|
347.1
|
|
|||||
|
Other current liabilities
|
99.6
|
|
11.7
|
|
552.7
|
|
—
|
|
664.0
|
|
|||||
|
Total current liabilities
|
148.2
|
|
20.3
|
|
1,505.3
|
|
(63.6
|
)
|
1,610.2
|
|
|||||
|
Other liabilities
|
|
|
|
|
|
||||||||||
|
Long-term debt
|
—
|
|
2,401.9
|
|
1,447.4
|
|
(1,296.7
|
)
|
2,552.6
|
|
|||||
|
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
324.8
|
|
—
|
|
324.8
|
|
|||||
|
Deferred tax liabilities
|
—
|
|
2.2
|
|
578.4
|
|
—
|
|
580.6
|
|
|||||
|
Other non-current liabilities
|
17.6
|
|
—
|
|
439.8
|
|
—
|
|
457.4
|
|
|||||
|
Total liabilities
|
165.8
|
|
2,424.4
|
|
4,295.7
|
|
(1,360.3
|
)
|
5,525.6
|
|
|||||
|
Equity
|
|
|
|
|
|
||||||||||
|
Shareholders’ equity attributable to Pentair Ltd. and subsidiaries
|
6,095.3
|
|
6,996.5
|
|
7,294.8
|
|
(14,291.3
|
)
|
6,095.3
|
|
|||||
|
Noncontrolling interest
|
—
|
|
—
|
|
122.4
|
|
—
|
|
122.4
|
|
|||||
|
Total equity
|
6,095.3
|
|
6,996.5
|
|
7,417.2
|
|
(14,291.3
|
)
|
6,217.7
|
|
|||||
|
Total liabilities and equity
|
$
|
6,261.1
|
|
$
|
9,420.9
|
|
$
|
11,712.9
|
|
$
|
(15,651.6
|
)
|
$
|
11,743.3
|
|
|
In millions
|
Parent
Company Guarantor |
Subsidiary
Issuer |
Non-guarantor
Subsidiaries |
Eliminations
|
Pentair Ltd.
and Subsidiaries Consolidated |
||||||||||
|
Operating activities
|
|
|
|
|
|
||||||||||
|
Net cash provided by (used for) operating activities
|
$
|
95.1
|
|
$
|
50.9
|
|
$
|
(20.1
|
)
|
$
|
(106.0
|
)
|
$
|
19.9
|
|
|
Investing activities
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
—
|
|
—
|
|
(49.7
|
)
|
—
|
|
(49.7
|
)
|
|||||
|
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
0.9
|
|
—
|
|
0.9
|
|
|||||
|
Proceeds from sale of businesses, net
|
—
|
|
—
|
|
30.0
|
|
—
|
|
30.0
|
|
|||||
|
Other
|
—
|
|
—
|
|
0.3
|
|
—
|
|
0.3
|
|
|||||
|
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
(18.5
|
)
|
—
|
|
(18.5
|
)
|
|||||
|
Financing activities
|
|
|
|
|
|
||||||||||
|
Net receipts (repayments) of short-term borrowings
|
—
|
|
—
|
|
2.9
|
|
—
|
|
2.9
|
|
|||||
|
Net receipts (repayments) of commercial paper and revolving long-term debt
|
—
|
|
102.6
|
|
37.0
|
|
—
|
|
139.6
|
|
|||||
|
Repayments of long-term debt
|
—
|
|
—
|
|
(1.7
|
)
|
—
|
|
(1.7
|
)
|
|||||
|
Debt issuance costs
|
—
|
|
(1.1
|
)
|
(0.2
|
)
|
—
|
|
(1.3
|
)
|
|||||
|
Net change in advances to subsidiaries
|
(47.9
|
)
|
(152.4
|
)
|
94.3
|
|
106.0
|
|
—
|
|
|||||
|
Shares issued to employees, net of shares withheld
|
—
|
|
—
|
|
11.8
|
|
—
|
|
11.8
|
|
|||||
|
Repurchases of common shares
|
—
|
|
—
|
|
(140.3
|
)
|
—
|
|
(140.3
|
)
|
|||||
|
Dividends paid
|
(47.2
|
)
|
—
|
|
—
|
|
—
|
|
(47.2
|
)
|
|||||
|
Distributions to noncontrolling interest
|
—
|
|
—
|
|
(2.0
|
)
|
—
|
|
(2.0
|
)
|
|||||
|
Net cash provided by (used for) financing activities
|
(95.1
|
)
|
(50.9
|
)
|
1.8
|
|
106.0
|
|
(38.2
|
)
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
(10.0
|
)
|
—
|
|
(10.0
|
)
|
|||||
|
Change in cash and cash equivalents
|
—
|
|
—
|
|
(46.8
|
)
|
—
|
|
(46.8
|
)
|
|||||
|
Cash and cash equivalents, beginning of period
|
—
|
|
—
|
|
261.3
|
|
—
|
|
261.3
|
|
|||||
|
Cash and cash equivalents, end of period
|
$
|
—
|
|
$
|
—
|
|
$
|
214.5
|
|
$
|
—
|
|
$
|
214.5
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
•
|
Valves & Controls
— The Valves & Controls segment designs, manufactures, markets and services valves, fittings, automation and controls and actuators for the energy and industrial verticals and operates as a stand-alone Global Business Unit ("GBU").
|
|
•
|
Process Technologies
— The Process Technologies segment designs, manufactures, markets and services innovative water system products and solutions to meet filtration, separation and fluid process management challenges in food and beverage, water, wastewater, swimming pools and aquaculture applications. The Filtration & Process and Aquatic Systems GBUs comprise this segment.
|
|
•
|
Flow Technologies
— The Flow Technologies segment designs, manufactures and markets products and services designed for the transfer and flow of clean water, wastewater and a variety of industrial applications. The Flow Technologies segment operates as a stand-alone GBU.
|
|
•
|
Technical Solutions
— The Technical Solutions segment designs, manufactures, markets and services products that guard and protect some of the world’s most sensitive electronics and electronic equipment, as well as heat management solutions designed to provide thermal protection to temperature sensitive fluid applications. The Technical Solutions segment operates as a stand-alone GBU.
|
|
•
|
In September 2012, we completed the Merger. With an acquisition of this magnitude and complexity, there are uncertainties and risks associated with realizing the amount and timing of anticipated growth opportunities and cost and tax synergies as described in ITEM 1A – Risk Factors of our
2013
Annual Report on Form 10-K.
|
|
•
|
We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the United States. We are reinforcing our businesses to more effectively address these opportunities through research and development and additional sales and marketing resources. Unless we successfully penetrate these markets, our organic growth will likely be limited.
|
|
•
|
Despite the overall strength of our end-markets, we experience differing levels of volatility depending on the end-market and may continue to do so over the medium and longer term. While we believe the general trends are favorable, factors specific to each of our major end-markets may negatively affect the capital spending plans of our customers and lead to lower sales volumes for us.
|
|
•
|
Economic uncertainty in Australia has negatively impacted business results and may continue to do so for the foreseeable future.
|
|
•
|
Through
2013
and the
first three months
of
2014
, we experienced material and other cost inflation. We strive for productivity improvements, and we implement increases in selling prices to help mitigate this inflation. We expect the current economic environment will result in continuing price volatility for many of our raw materials. Commodity prices have begun to moderate, but we are uncertain as to the timing and impact of these market changes.
|
|
•
|
We have a long-term goal to consistently generate free cash flow that equals or exceeds 100 percent of our net income. We define free cash flow as cash flow from operating activities less capital expenditures plus proceeds from sale of property and equipment. Our free cash flow for the full year
2013
was $751.3 million. Our free cash flow for the
first three months
of
2014
was a usage of
$26.2 million
; we continue to expect to generate free cash flow in excess of 100 percent of our net income in
2014
. We are continuing to target reductions in working capital, particularly inventory as a percentage of sales. See the discussion of “
Other financial measures
” under “Liquidity and Capital Resources” in this report for a reconciliation of our free cash flow.
|
|
•
|
Continued integration of Pentair, Inc. and the Flow Control business;
|
|
•
|
Increasing our presence in both fast growth and developed regions and vertical focus to grow in those markets in which we have competitive advantages;
|
|
•
|
Focusing on developing global talent in light of our increased global presence;
|
|
•
|
Optimizing our technological capabilities to increasingly generate innovative new products; and
|
|
•
|
Driving operating excellence through lean enterprise initiatives, with specific focus on sourcing and supply management, cash flow management and lean operations.
|
|
•
|
Incorporation of our publicly-traded parent company in Ireland would enable us to benefit by being subject to a legal and regulatory structure in a jurisdiction with a well-developed legal system and corporate law with established standards of corporate governance.
|
|
•
|
The U.K. has a developed, stable and internationally competitive tax system.
|
|
•
|
The legal requirements we will be subject to as a company incorporated in Ireland, listed on the NYSE and subject to SEC disclosure and shareholder voting requirements strike the right balance between robust external governance oversight and regulation of our executive and director pay practices and the ability of our compensation committee consisting of independent directors to determine executive compensation to provide incentives to our executive management and to offer competitive salaries and benefits.
|
|
|
Three months ended
|
||||||||||
|
In millions
|
March 29, 2014
|
March 30, 2013
|
$
change
|
% / point
change
|
|||||||
|
Net sales
|
$
|
1,725.2
|
|
$
|
1,774.5
|
|
$
|
(49.3
|
)
|
(2.8
|
)%
|
|
Cost of goods sold
|
1,146.9
|
|
1,250.7
|
|
(103.8
|
)
|
(8.3
|
)%
|
|||
|
Gross profit
|
578.3
|
|
523.8
|
|
54.5
|
|
10.4
|
%
|
|||
|
% of net sales
|
33.5
|
%
|
29.5
|
%
|
|
4.0
|
pts
|
||||
|
|
|
|
|
|
|
||||||
|
Selling, general and administrative
|
368.4
|
|
416.0
|
|
(47.6
|
)
|
(11.4
|
)%
|
|||
|
% of net sales
|
21.4
|
%
|
23.4
|
%
|
|
(2.0
|
) pts
|
||||
|
Research and development
|
30.0
|
|
33.5
|
|
(3.5
|
)
|
(10.4
|
)%
|
|||
|
% of net sales
|
1.7
|
%
|
1.9
|
%
|
|
(0.2
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Operating income
|
179.9
|
|
74.3
|
|
105.6
|
|
142.1
|
%
|
|||
|
% of net sales
|
10.4
|
%
|
4.2
|
%
|
|
6.2
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Loss (gain) on sale of businesses
|
8.0
|
|
(16.7
|
)
|
24.7
|
|
(147.9
|
)%
|
|||
|
Net interest expense
|
15.7
|
|
17.0
|
|
(1.3
|
)
|
(7.6
|
)%
|
|||
|
|
|
|
|
|
|||||||
|
Net income before income taxes and noncontrolling interest
|
156.6
|
|
74.2
|
|
82.4
|
|
111.1
|
%
|
|||
|
Provision for income taxes
|
38.0
|
|
20.9
|
|
17.1
|
|
81.8
|
%
|
|||
|
Effective tax rate
|
24.3
|
%
|
28.2
|
%
|
|
(3.9
|
) pts
|
||||
|
|
Three months ended March 29, 2014
|
|
|
|
over the prior year period
|
|
|
Volume
|
(0.9
|
)%
|
|
Acquisition (divestiture)
|
(0.7
|
)
|
|
Price
|
0.6
|
|
|
Currency
|
(1.8
|
)
|
|
Total
|
(2.8
|
)%
|
|
•
|
decreased sales volume in Valves & Controls;
|
|
•
|
unfavorable foreign currency effects;
|
|
•
|
Australian project revenue realized in the first quarter of 2013 that did not recur in 2014; and
|
|
•
|
loss of revenue related to the 2013 divestiture of businesses in Technical Solutions and Flow Technologies.
|
|
•
|
organic sales growth in Process Technologies related to higher sales of certain pool products primarily serving the North American residential housing market and increased demand for global food & beverage solutions; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
a decrease in cost of goods sold of $76.8 million in the
first quarter
of
2013
as a result of inventory fair value step-up and customer backlog recorded as part of the Merger purchase accounting that did not recur in the
first quarter
of
2014
;
|
|
•
|
higher contribution margin as a result of savings generated from our Pentair Integrated Management System (“PIMS”) initiatives including lean and supply management practices; and
|
|
•
|
selective increases in selling prices across all business segments to mitigate inflationary cost increases.
|
|
•
|
inflationary increases related to raw materials and labor costs; and
|
|
•
|
Australian project revenue realized in the first quarter of 2013 that did not recur in 2014.
|
|
•
|
savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
|
•
|
lower sales volume and the resultant loss of leverage on fixed operating expenses.
|
|
•
|
increased sales volume in Process Technologies and Technical Solutions, which resulted in increased leverage on R&D expenses.
|
|
•
|
continued investments in innovative new products for future growth.
|
|
•
|
reduced overall interest rates in effect on our outstanding debt.
|
|
•
|
the impact of higher debt levels.
|
|
|
Three months ended
|
|
|
||||||
|
In millions
|
March 29, 2014
|
March 30, 2013
|
|
% / point change
|
|||||
|
Net sales
|
$
|
534.8
|
|
$
|
585.8
|
|
|
(8.7
|
)%
|
|
Operating income (loss)
|
52.2
|
|
(18.6
|
)
|
|
(380.6
|
)%
|
||
|
% of net sales
|
9.8
|
%
|
(3.2
|
)%
|
|
13.0
|
pts
|
||
|
|
Three months ended March 29, 2014
|
|
|
|
over the prior year period
|
|
|
Volume
|
(7.3
|
)%
|
|
Acquisition (divestiture)
|
—
|
|
|
Price
|
0.4
|
|
|
Currency
|
(1.8
|
)
|
|
Total
|
(8.7
|
)%
|
|
•
|
decreased sales volume related to lower shipments for both our energy and industrial products; and
|
|
•
|
unfavorable foreign currency effects.
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
a decrease in cost of goods sold of $70.6 million in the
first quarter
of
2013
as a result of inventory fair value step-up and customer backlog recorded as part of the Merger purchase accounting, which did not recur in the
first quarter
of
2014
; and
|
|
•
|
savings generated from our PIMS initiatives, including lean and supply management practices.
|
|
•
|
sales volume related to lower shipments for both our energy and industrial products;
|
|
•
|
restructuring costs of
$9.8 million
in the
first quarter
of
2014
, compared to
$4.8 million
in the
first quarter
of
2013
; and
|
|
•
|
costs related to the operational model transformation ("OMT") investment in the
first quarter
of
2014
.
|
|
|
Three months ended
|
|
|
||||||
|
In millions
|
March 29, 2014
|
March 30, 2013
|
|
% / point change
|
|||||
|
Net sales
|
$
|
418.3
|
|
$
|
396.6
|
|
|
5.5
|
%
|
|
Operating income
|
46.3
|
|
43.4
|
|
|
6.7
|
%
|
||
|
% of net sales
|
11.1
|
%
|
10.9
|
%
|
|
0.2
|
pts
|
||
|
|
Three months ended March 29, 2014
|
|
|
|
over the prior year period
|
|
|
Volume
|
5.3
|
%
|
|
Acquisition (divestiture)
|
—
|
|
|
Price
|
0.9
|
|
|
Currency
|
(0.7
|
)
|
|
Total
|
5.5
|
%
|
|
•
|
organic sales growth related to higher sales of certain pool products primarily serving the North American residential housing market and increased demand for global food & beverage solutions;
|
|
•
|
growth in developed regions led by strength in the United States and Western Europe; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
sales declines in our energy and industrial businesses;
|
|
•
|
weak sales in the emerging geographies of Eastern Europe, Southeast Asia and the Middle East; and
|
|
•
|
unfavorable foreign currency effects.
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
inflationary increases related to certain raw materials.
|
|
|
Three months ended
|
|
|
||||||
|
In millions
|
March 29, 2014
|
March 30, 2013
|
|
% / point change
|
|||||
|
Net sales
|
$
|
364.1
|
|
$
|
390.6
|
|
|
(6.8
|
)%
|
|
Operating income
|
27.5
|
|
31.4
|
|
|
(12.4
|
)%
|
||
|
% of net sales
|
7.5
|
%
|
8.0
|
%
|
|
(0.5
|
) pts
|
||
|
|
Three months ended March 29, 2014
|
|
|
|
over the prior year period
|
|
|
Volume
|
(1.1
|
)%
|
|
Acquisition (divestiture)
|
(1.5
|
)
|
|
Price
|
(0.2
|
)
|
|
Currency
|
(4.0
|
)
|
|
Total
|
(6.8
|
)%
|
|
•
|
unfavorable foreign currency effects;
|
|
•
|
Australian project revenue realized in the first quarter of 2013 that did not recur in 2014; and
|
|
•
|
loss of revenue related to the divestiture of Flow Technologies businesses in the second half of 2013.
|
|
•
|
higher sales in the United States and Western Europe in our industrial and commercial businesses.
|
|
•
|
inflationary increases related to labor costs and certain raw materials;
|
|
•
|
Australian project revenue realized in the first quarter of 2013 that did not recur in 2014; and
|
|
•
|
restructuring costs of
$8.2 million
in the
first quarter
of
2014
, compared to
$5.0 million
in the
first quarter
of
2013
.
|
|
•
|
savings generated from our PIMS initiatives including lean and supply management practices.
|
|
|
Three months ended
|
|
|
||||||
|
In millions
|
March 29, 2014
|
March 30, 2013
|
|
% / point change
|
|||||
|
Net sales
|
$
|
415.3
|
|
$
|
410.0
|
|
|
1.3
|
%
|
|
Operating income
|
76.2
|
|
53.3
|
|
|
43.0
|
%
|
||
|
% of net sales
|
18.4
|
%
|
13.0
|
%
|
|
5.4
|
pts
|
||
|
|
Three months ended March 29, 2014
|
|
|
|
over the prior year period
|
|
|
Volume
|
2.4
|
%
|
|
Acquisition (divestiture)
|
(1.6
|
)
|
|
Price
|
1.2
|
|
|
Currency
|
(0.7
|
)
|
|
Total
|
1.3
|
%
|
|
•
|
higher sales volume in the United States and Western Europe; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
a weak Canadian market;
|
|
•
|
loss of revenue related to the divestiture of a business at the end of the first quarter of 2013; and
|
|
•
|
unfavorable foreign currency effects.
|
|
•
|
restructuring costs of
$2.6 million
in the
first quarter
of
2014
, compared to
$10.3 million
in the
first quarter
of
2013
;
|
|
•
|
a decrease in cost of goods sold of $5.7 million in the
first quarter
of
2013
as a result of inventory fair value step-up and customer backlog recorded as part of the Merger purchase accounting that did not recur in the
first quarter
of
2014
;
|
|
•
|
savings generated from our PIMS initiatives including lean and supply management practices; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
inflationary increases related to labor costs and certain raw material.
|
|
|
Three months ended
|
|||||
|
In millions
|
March 29,
2014 |
March 30,
2013 |
||||
|
Net cash provided by (used for) operating activities
|
$
|
0.6
|
|
$
|
19.9
|
|
|
Capital expenditures
|
(27.2
|
)
|
(49.7
|
)
|
||
|
Proceeds from sale of property and equipment
|
0.4
|
|
0.9
|
|
||
|
Free cash flow
|
$
|
(26.2
|
)
|
$
|
(28.9
|
)
|
|
|
(a)
|
(b)
|
(c)
|
(d)
|
||||||
|
Period
|
Total number
of shares
purchased
|
Average price
paid per share
|
Total number of shares
purchased as part of
publicly announced
plans or programs
|
Dollar value of shares
that may yet be
purchased under the
plans or programs
|
||||||
|
January 1 — January 25, 2014
|
1,064,122
|
|
$
|
76.63
|
|
1,033,000
|
|
$
|
1,070,878,251
|
|
|
January 26 — February 22, 2014
|
947,041
|
|
75.15
|
|
946,639
|
|
1,000,000,039
|
|
||
|
February 23 — March 29, 2014
|
1,508,684
|
|
79.76
|
|
1,500,000
|
|
880,378,211
|
|
||
|
Total
|
3,519,847
|
|
|
3,479,639
|
|
|
||||
|
(a)
|
The purchases in this column include
31,122
shares for the period
January 1 — January 25, 2014
,
402
shares for the period
January 26 — February 22, 2014
and
8,684
shares for the period
February 23 — March 29, 2014
deemed surrendered to us by participants in our 2012 Stock and Incentive Plan (the “2012 Plan”) and earlier stock incentive plans that are now outstanding under the 2012 Plan (collectively “the Plans”) to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted shares.
|
|
(b)
|
The average price paid in this column includes shares deemed surrendered to us by participants in the Plans to satisfy the exercise price for the exercise price of stock options and withholding tax obligations due upon stock option exercises and vesting of restricted shares.
|
|
(c)
|
The number of shares in this column represents the number of shares repurchased as part of our publicly announced plans to repurchase our common shares up to a maximum dollar limit of $2.2 billion.
|
|
(d)
|
Prior to the closing of the Merger, our board of directors, and Tyco as our sole shareholder, authorized the repurchase of our common shares with a maximum aggregate value of $400 million following the closing of the Merger. This authorization does not have an expiration date. In October 2012, our board of directors authorized the repurchase of our common shares with a maximum aggregate value of $800 million. This authorization expires on December 31, 2015 and is in addition to the $400 million share repurchase authorization. There is no remaining availability for repurchase under the 2012 authorizations of $1.2 billion. In December 2013, our board of directors authorized the repurchase of our common shares up to a maximum dollar limit of $1.0 billion. This authorization expires on December 31, 2016 and is in addition to the combined $1.2 billion prior share repurchase authorizations.
|
|
|
|
|
|
|
PENTAIR LTD.
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
By
|
/s/ John L. Stauch
|
|
|
|
John L. Stauch
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
By
|
/s/ Mark C. Borin
|
|
|
|
Mark C. Borin
|
|
|
|
Corporate Controller and Chief Accounting Officer
|
|
2
|
|
Merger Agreement, dated December 10, 2013, between Pentair Ltd. and Pentair plc (Incorporated by reference to Exhibit 2.1 in the Current Report on Form 8-K of Pentair Ltd. filed with the Commission on December 10, 2013 (File No. 011-11625)).
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer.
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer.
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
101
|
|
The following materials from Pentair Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2014 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 29, 2014 and March 30, 2013, (ii) the Condensed Consolidated Balance Sheets as of March 29, 2014 and December 31, 2013, (iii) the Condensed Consolidated Statements of Cash Flows for the three months ended March 29, 2014 and March 30, 2013, (iv) the Condensed Consolidated Statements of Changes in Equity for the three months ended March 29, 2014 and March 30, 2013, and (v) Notes to Condensed Consolidated Financial Statements.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|