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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 September 27, 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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Ireland
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98-1141328
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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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P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU United Kingdom
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(Address of principal executive offices)
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Large accelerated filer
þ
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Accelerated filer
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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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Nine months ended
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In millions, except per-share data
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September 27,
2014 |
September 28,
2013 |
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September 27,
2014 |
September 28,
2013 |
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Net sales
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$
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1,758.4
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$
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1,713.3
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$
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5,236.5
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$
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5,168.7
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Cost of goods sold
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1,133.7
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1,098.6
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3,401.4
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3,429.1
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Gross profit
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624.7
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614.7
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1,835.1
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1,739.6
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Selling, general and administrative
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328.8
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353.4
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1,071.0
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1,143.5
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Research and development
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28.5
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31.3
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88.2
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94.8
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Operating income
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267.4
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230.0
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675.9
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501.3
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Other (income) expense:
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||||||||
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Equity income of unconsolidated subsidiaries
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(0.3
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)
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(0.5
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)
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(0.9
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)
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(1.7
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)
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Loss (gain) on sale of businesses
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—
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(0.1
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)
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0.2
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(16.8
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)
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Net interest expense
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17.1
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17.5
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51.1
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53.8
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Income from continuing operations before income taxes and noncontrolling interest
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250.6
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213.1
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625.5
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466.0
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Provision for income taxes
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58.1
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46.7
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148.3
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112.9
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Net income from continuing operations before noncontrolling interest
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192.5
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166.4
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477.2
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353.1
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Income from discontinued operations, net of tax
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1.6
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7.8
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2.6
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29.8
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Loss from sale / impairment of discontinued operations, net of tax
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(380.1
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)
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—
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(385.7
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)
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—
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Net income (loss) before noncontrolling interest
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(186.0
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)
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174.2
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94.1
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382.9
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Noncontrolling interest
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—
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1.4
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—
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4.3
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Net income (loss) attributable to Pentair plc
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$
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(186.0
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)
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$
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172.8
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$
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94.1
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$
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378.6
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Net income from continuing operations attributable to Pentair plc
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$
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192.5
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$
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165.0
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$
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477.2
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$
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348.8
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Comprehensive income (loss), net of tax
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Net income (loss) before noncontrolling interest
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$
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(186.0
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)
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$
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174.2
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$
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94.1
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$
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382.9
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Changes in cumulative translation adjustment
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(178.8
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89.1
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(190.3
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(29.1
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Changes in market value of derivative financial instruments, net of ($0.2), $0.4, ($0.1) and $0.5 tax, respectively
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0.8
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(0.6
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1.2
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(0.3
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Total comprehensive income (loss)
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(364.0
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262.7
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(95.0
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353.5
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Less: Comprehensive income attributable to noncontrolling interest
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—
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2.6
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—
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5.0
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Comprehensive income (loss) attributable to Pentair plc
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$
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(364.0
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$
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260.1
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$
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(95.0
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$
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348.5
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Earnings (loss) per ordinary share attributable to Pentair plc
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Basic
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Continuing operations
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$
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1.01
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$
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0.83
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$
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2.47
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$
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1.73
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Discontinued operations
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(1.99
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0.04
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(1.98
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0.14
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Basic earnings (loss) per ordinary share attributable to Pentair plc
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$
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(0.98
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$
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0.87
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$
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0.49
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$
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1.87
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Diluted
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Continuing operations
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$
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1.00
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$
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0.81
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2.43
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1.70
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Discontinued operations
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(1.95
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0.04
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(1.95
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0.14
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Diluted earnings (loss) per ordinary share attributable to Pentair plc
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$
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(0.95
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$
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0.85
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$
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0.48
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$
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1.84
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Weighted average ordinary shares outstanding
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Basic
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190.2
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199.3
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193.2
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202.1
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Diluted
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193.1
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202.8
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196.4
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205.6
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Cash dividends paid per ordinary share
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$
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0.30
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$
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0.25
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$
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0.80
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$
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0.71
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September 27,
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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156.6
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$
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256.0
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Accounts and notes receivable, net of allowances of $102.1 and $112.4, respectively
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1,180.9
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1,285.0
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Inventories
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1,199.4
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1,195.1
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Other current assets
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386.3
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361.6
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Current assets held for sale
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129.2
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134.4
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Total current assets
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3,052.4
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3,232.1
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Property, plant and equipment, net
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990.8
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1,044.3
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Other assets
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Goodwill
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4,792.6
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4,860.7
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Intangibles, net
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1,648.6
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1,749.9
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Other non-current assets
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406.3
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390.0
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Non-current assets held for sale
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36.2
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466.3
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Total other assets
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6,883.7
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7,466.9
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Total assets
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$
|
10,926.9
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$
|
11,743.3
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Liabilities and Equity
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||||||
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Current liabilities
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||||
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Current maturities of long-term debt and short-term borrowings
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$
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2.5
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$
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2.5
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Accounts payable
|
527.2
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576.9
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|
||
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Employee compensation and benefits
|
287.4
|
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312.4
|
|
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Other current liabilities
|
791.1
|
|
645.9
|
|
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Current liabilities held for sale
|
60.5
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72.5
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Total current liabilities
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1,668.7
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1,610.2
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Other liabilities
|
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||||
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Long-term debt
|
2,960.7
|
|
2,547.9
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|
||
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Pension and other post-retirement compensation and benefits
|
279.1
|
|
320.2
|
|
||
|
Deferred tax liabilities
|
558.4
|
|
557.0
|
|
||
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Other non-current liabilities
|
480.7
|
|
456.4
|
|
||
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Non-current liabilities held for sale
|
11.9
|
|
33.9
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|
||
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Total liabilities
|
5,959.5
|
|
5,525.6
|
|
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Equity
|
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|
||||
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Ordinary shares $0.01 and CHF 0.50 par value, 426.0 and 213.0 authorized, 207.1 and 213.0 issued at September 27, 2014 and December 31, 2013, respectively
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2.1
|
|
113.5
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Ordinary shares held in treasury, 20.3 and 15.6 shares at September 27, 2014 and December 31, 2013, respectively
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(1,267.5
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)
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(875.1
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)
|
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Additional paid-in capital
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4,542.3
|
|
5,071.4
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Retained earnings
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1,923.2
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1,829.1
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Accumulated other comprehensive income (loss)
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(232.7
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)
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(43.6
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)
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Shareholders’ equity attributable to Pentair plc
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4,967.4
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|
6,095.3
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Noncontrolling interest
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—
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|
122.4
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Total equity
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4,967.4
|
|
6,217.7
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Total liabilities and equity
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$
|
10,926.9
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$
|
11,743.3
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Nine months ended
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|||||
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In millions
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September 27,
2014 |
September 28,
2013 |
||||
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Operating activities
|
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|
||||
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Net income before noncontrolling interest
|
$
|
94.1
|
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$
|
382.9
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Income from discontinued operations, net of tax
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(2.6
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)
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(29.8
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)
|
||
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Loss from sale / impairment of discontinued operations, net of tax
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385.7
|
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—
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|
||
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Net income from continuing operations before noncontrolling interest
|
477.2
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|
353.1
|
|
||
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Adjustments to reconcile net income from continuing operations before noncontrolling interest to net cash provided by (used for) operating activities of continuing operations
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||||
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Equity income of unconsolidated subsidiaries
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(0.9
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)
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(1.7
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)
|
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Depreciation
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103.9
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|
108.9
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Amortization
|
85.9
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106.7
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Deferred income taxes
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6.7
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|
22.8
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Loss (gain) on sale of businesses
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0.2
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(16.8
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)
|
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Share-based compensation
|
24.8
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|
25.3
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Excess tax benefits from share-based compensation
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(10.0
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)
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(7.4
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)
|
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Loss on sale of assets
|
1.0
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3.9
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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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71.5
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(40.1
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)
|
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Inventories
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(38.5
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)
|
10.0
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Other current assets
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(36.8
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)
|
(10.2
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)
|
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Accounts payable
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(34.4
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)
|
16.7
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|
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Employee compensation and benefits
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(11.9
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)
|
38.5
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Other current liabilities
|
95.4
|
|
11.8
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Other non-current assets and liabilities
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(45.9
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)
|
(10.1
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)
|
||
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Net cash provided by (used for) operating activities of continuing operations
|
688.2
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|
611.4
|
|
||
|
Net cash provided by (used for) operating activities of discontinued operations
|
(4.8
|
)
|
22.6
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|
||
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Net cash provided by (used for) operating activities
|
683.4
|
|
634.0
|
|
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Investing activities
|
|
|
||||
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Capital expenditures
|
(92.5
|
)
|
(126.3
|
)
|
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Proceeds from sale of property and equipment
|
4.1
|
|
3.7
|
|
||
|
Proceeds from sale of businesses, net
|
0.3
|
|
30.9
|
|
||
|
Acquisitions, net of cash acquired
|
—
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|
(84.4
|
)
|
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|
Other
|
0.6
|
|
(0.8
|
)
|
||
|
Net cash provided by (used for) investing activities
|
(87.5
|
)
|
(176.9
|
)
|
||
|
Financing activities
|
|
|
||||
|
Net receipts of short-term borrowings
|
0.3
|
|
—
|
|
||
|
Net receipts of commercial paper and revolving long-term debt
|
426.2
|
|
122.5
|
|
||
|
Repayments of long-term debt
|
(13.2
|
)
|
(6.2
|
)
|
||
|
Debt issuance costs
|
—
|
|
(1.4
|
)
|
||
|
Excess tax benefits from share-based compensation
|
10.0
|
|
7.4
|
|
||
|
Shares issued to employees, net of shares withheld
|
30.3
|
|
70.8
|
|
||
|
Repurchases of ordinary shares
|
(850.0
|
)
|
(540.3
|
)
|
||
|
Dividends paid
|
(156.2
|
)
|
(143.9
|
)
|
||
|
Purchase of noncontrolling interest
|
(134.7
|
)
|
—
|
|
||
|
Distribution to noncontrolling interest
|
—
|
|
(2.0
|
)
|
||
|
Net cash provided by (used for) financing activities
|
(687.3
|
)
|
(493.1
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
(8.0
|
)
|
17.8
|
|
||
|
Change in cash and cash equivalents
|
(99.4
|
)
|
(18.2
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
256.0
|
|
237.4
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
156.6
|
|
$
|
219.2
|
|
|
In millions
|
Ordinary shares
|
|
Treasury shares
|
Additional paid-in capital
|
Retained earnings
|
Accumulated
other
comprehensive income (loss)
|
Total Pentair plc
|
Noncontrolling interest
|
Total
|
||||||||||||||||||||
|
Number
|
Amount
|
|
Number
|
Amount
|
|||||||||||||||||||||||||
|
Balance - December 31, 2013
|
213.0
|
|
$
|
113.5
|
|
|
(15.6
|
)
|
$
|
(875.1
|
)
|
$
|
5,071.4
|
|
$
|
1,829.1
|
|
$
|
(43.6
|
)
|
$
|
6,095.3
|
|
$
|
122.4
|
|
$
|
6,217.7
|
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
94.1
|
|
—
|
|
94.1
|
|
—
|
|
94.1
|
|
||||||||
|
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(189.1
|
)
|
(189.1
|
)
|
—
|
|
(189.1
|
)
|
||||||||
|
Conversion of Pentair Ltd. common shares to Pentair plc ordinary shares
|
—
|
|
(111.4
|
)
|
|
—
|
|
—
|
|
111.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(225.7
|
)
|
—
|
|
—
|
|
(225.7
|
)
|
—
|
|
(225.7
|
)
|
||||||||
|
Purchase of noncontrolling interest
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(12.3
|
)
|
—
|
|
—
|
|
(12.3
|
)
|
(122.4
|
)
|
(134.7
|
)
|
||||||||
|
Share repurchase
|
(5.9
|
)
|
—
|
|
|
(5.8
|
)
|
(450.7
|
)
|
(399.3
|
)
|
—
|
|
—
|
|
(850.0
|
)
|
—
|
|
(850.0
|
)
|
||||||||
|
Exercise of options, net of shares tendered for payment
|
—
|
|
—
|
|
|
0.9
|
|
48.7
|
|
(11.0
|
)
|
—
|
|
—
|
|
37.7
|
|
—
|
|
37.7
|
|
||||||||
|
Issuance of restricted shares, net of cancellations
|
—
|
|
—
|
|
|
0.3
|
|
14.4
|
|
(14.4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Shares surrendered by employees to pay taxes
|
—
|
|
—
|
|
|
(0.1
|
)
|
(4.8
|
)
|
(2.6
|
)
|
—
|
|
—
|
|
(7.4
|
)
|
—
|
|
(7.4
|
)
|
||||||||
|
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
24.8
|
|
—
|
|
—
|
|
24.8
|
|
—
|
|
24.8
|
|
||||||||
|
Balance - September 27, 2014
|
207.1
|
|
$
|
2.1
|
|
|
(20.3
|
)
|
$
|
(1,267.5
|
)
|
$
|
4,542.3
|
|
$
|
1,923.2
|
|
$
|
(232.7
|
)
|
$
|
4,967.4
|
|
$
|
—
|
|
$
|
4,967.4
|
|
|
In millions
|
Ordinary shares
|
|
Treasury shares
|
Additional paid-in capital
|
Retained earnings
|
Accumulated
other
comprehensive income (loss)
|
Total Pentair plc
|
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
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
378.6
|
|
—
|
|
378.6
|
|
4.3
|
|
382.9
|
|
||||||||
|
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(30.1
|
)
|
(30.1
|
)
|
0.7
|
|
(29.4
|
)
|
||||||||
|
Tax benefits of share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
6.2
|
|
—
|
|
—
|
|
6.2
|
|
—
|
|
6.2
|
|
||||||||
|
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(199.6
|
)
|
—
|
|
—
|
|
(199.6
|
)
|
—
|
|
(199.6
|
)
|
||||||||
|
Distribution to noncontrolling interest
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2.0
|
)
|
(2.0
|
)
|
||||||||
|
Share repurchase
|
—
|
|
—
|
|
|
(9.7
|
)
|
(540.3
|
)
|
—
|
|
—
|
|
—
|
|
(540.3
|
)
|
—
|
|
(540.3
|
)
|
||||||||
|
Exercise of options, net of shares tendered for payment
|
—
|
|
—
|
|
|
2.5
|
|
109.8
|
|
(26.6
|
)
|
—
|
|
—
|
|
83.2
|
|
—
|
|
83.2
|
|
||||||||
|
Issuance of restricted shares, net of cancellations
|
—
|
|
—
|
|
|
0.6
|
|
28.9
|
|
(28.9
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Shares surrendered by employees to pay taxes
|
—
|
|
—
|
|
|
(0.2
|
)
|
(10.1
|
)
|
(2.3
|
)
|
—
|
|
—
|
|
(12.4
|
)
|
—
|
|
(12.4
|
)
|
||||||||
|
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
25.3
|
|
—
|
|
—
|
|
25.3
|
|
—
|
|
25.3
|
|
||||||||
|
Balance - September 28, 2013
|
213.0
|
|
$
|
113.5
|
|
|
(13.7
|
)
|
$
|
(727.2
|
)
|
$
|
5,066.5
|
|
$
|
1,670.9
|
|
$
|
(41.7
|
)
|
$
|
6,082.0
|
|
$
|
119.4
|
|
$
|
6,201.4
|
|
|
2.
|
Acquisitions
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 27,
2014 |
September 28,
2013 |
|
September 27,
2014 |
September 28,
2013 |
||||||||
|
Net sales
|
$
|
74.8
|
|
$
|
116.7
|
|
|
$
|
235.4
|
|
$
|
403.0
|
|
|
|
|
|
|
|
|
||||||||
|
Income from discontinued operations before income taxes
|
$
|
0.2
|
|
$
|
10.3
|
|
|
$
|
0.3
|
|
$
|
40.0
|
|
|
Income tax benefit (provision)
|
1.4
|
|
(2.5
|
)
|
|
2.3
|
|
(10.2
|
)
|
||||
|
Income from discontinued operations, net of tax
|
$
|
1.6
|
|
$
|
7.8
|
|
|
$
|
2.6
|
|
$
|
29.8
|
|
|
|
|
|
|
|
|
||||||||
|
Loss from sale / impairment of discontinued operations before income taxes
|
$
|
(392.4
|
)
|
$
|
—
|
|
|
$
|
(400.4
|
)
|
$
|
—
|
|
|
Income tax benefit
|
12.3
|
|
—
|
|
|
14.7
|
|
—
|
|
||||
|
Loss from sale / impairment of discontinued operations, net of tax
|
$
|
(380.1
|
)
|
$
|
—
|
|
|
$
|
(385.7
|
)
|
$
|
—
|
|
|
In millions
|
September 27,
2014 |
December 31,
2013 |
||||
|
Cash and cash equivalents
|
$
|
10.6
|
|
$
|
9.1
|
|
|
Accounts and notes receivable, net
|
40.7
|
|
49.3
|
|
||
|
Inventories
|
45.0
|
|
48.2
|
|
||
|
Other current assets
|
32.9
|
|
27.8
|
|
||
|
Current assets held for sale
|
$
|
129.2
|
|
$
|
134.4
|
|
|
Property, plant and equipment, net
|
$
|
22.8
|
|
$
|
125.7
|
|
|
Goodwill
|
—
|
|
273.5
|
|
||
|
Intangibles, net
|
—
|
|
26.2
|
|
||
|
Other non-current assets
|
13.4
|
|
40.9
|
|
||
|
Non-current assets held for sale
|
$
|
36.2
|
|
$
|
466.3
|
|
|
Accounts payable
|
22.4
|
|
19.7
|
|
||
|
Employee compensation and benefits
|
17.4
|
|
34.7
|
|
||
|
Other current liabilities
|
20.7
|
|
18.1
|
|
||
|
Current liabilities held for sale
|
$
|
60.5
|
|
$
|
72.5
|
|
|
Long-term debt
|
$
|
4.5
|
|
$
|
4.7
|
|
|
Pension and other post-retirement compensation and benefits
|
3.2
|
|
4.6
|
|
||
|
Deferred tax liabilities
|
3.7
|
|
23.6
|
|
||
|
Other non-current liabilities
|
0.5
|
|
1.0
|
|
||
|
Non-current liabilities held for sale
|
$
|
11.9
|
|
$
|
33.9
|
|
|
4.
|
Share Plans
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 27,
2014 |
September 28,
2013 |
|
September 27,
2014 |
September 28,
2013 |
||||||||
|
Restricted stock units
|
$
|
5.6
|
|
$
|
4.6
|
|
|
$
|
16.7
|
|
$
|
16.4
|
|
|
Stock options
|
2.7
|
|
2.6
|
|
|
8.1
|
|
8.9
|
|
||||
|
Total share-based compensation expense
|
$
|
8.3
|
|
$
|
7.2
|
|
|
$
|
24.8
|
|
$
|
25.3
|
|
|
|
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
|
|
|
5.
|
Restructuring
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 27,
2014 |
September 28,
2013 |
|
September 27,
2014 |
September 28,
2013 |
||||||||
|
Severance and related costs
|
$
|
—
|
|
$
|
0.8
|
|
|
$
|
34.7
|
|
$
|
40.5
|
|
|
Other
|
—
|
|
2.5
|
|
|
18.3
|
|
8.6
|
|
||||
|
Total restructuring costs
|
$
|
—
|
|
$
|
3.3
|
|
|
$
|
53.0
|
|
$
|
49.1
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 27,
2014 |
September 28,
2013 |
|
September 27,
2014 |
September 28,
2013 |
||||||||
|
Valves & Controls
|
$
|
—
|
|
$
|
0.4
|
|
|
$
|
27.7
|
|
$
|
18.6
|
|
|
Process Technologies
|
—
|
|
2.3
|
|
|
9.5
|
|
6.4
|
|
||||
|
Flow Technologies
|
—
|
|
—
|
|
|
10.0
|
|
6.5
|
|
||||
|
Technical Solutions
|
—
|
|
0.6
|
|
|
5.8
|
|
15.8
|
|
||||
|
Other
|
—
|
|
—
|
|
|
—
|
|
1.8
|
|
||||
|
Consolidated
|
$
|
—
|
|
$
|
3.3
|
|
|
$
|
53.0
|
|
$
|
49.1
|
|
|
In millions
|
September 27,
2014 |
||
|
Beginning balance
|
$
|
68.6
|
|
|
Costs incurred
|
34.7
|
|
|
|
Cash payments and other
|
(43.8
|
)
|
|
|
Ending balance
|
$
|
59.5
|
|
|
6.
|
Earnings (Loss) Per Share
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions, except per-share data
|
September 27,
2014 |
September 28,
2013 |
|
September 27,
2014 |
September 28,
2013 |
||||||||
|
Net income (loss) attributable to Pentair plc
|
$
|
(186.0
|
)
|
$
|
172.8
|
|
|
$
|
94.1
|
|
$
|
378.6
|
|
|
Net income from continuing operations attributable to Pentair plc
|
$
|
192.5
|
|
$
|
165.0
|
|
|
$
|
477.2
|
|
$
|
348.8
|
|
|
Weighted average ordinary shares outstanding
|
|
|
|
|
|
||||||||
|
Basic
|
190.2
|
|
199.3
|
|
|
193.2
|
|
202.1
|
|
||||
|
Dilutive impact of stock options and restricted stock units
|
2.9
|
|
3.5
|
|
|
3.2
|
|
3.5
|
|
||||
|
Diluted
|
193.1
|
|
202.8
|
|
|
196.4
|
|
205.6
|
|
||||
|
Earnings (loss) per ordinary share attributable to Pentair plc
|
|
|
|
|
|
||||||||
|
Basic
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
1.01
|
|
$
|
0.83
|
|
|
$
|
2.47
|
|
$
|
1.73
|
|
|
Discontinued operations
|
(1.99
|
)
|
0.04
|
|
|
(1.98
|
)
|
0.14
|
|
||||
|
Basic earnings (loss) per ordinary share
|
$
|
(0.98
|
)
|
$
|
0.87
|
|
|
$
|
0.49
|
|
$
|
1.87
|
|
|
Diluted
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
1.00
|
|
$
|
0.81
|
|
|
$
|
2.43
|
|
$
|
1.70
|
|
|
Discontinued operations
|
(1.95
|
)
|
0.04
|
|
|
(1.95
|
)
|
0.14
|
|
||||
|
Diluted earnings (loss) per ordinary share
|
$
|
(0.95
|
)
|
$
|
0.85
|
|
|
$
|
0.48
|
|
$
|
1.84
|
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
0.5
|
|
0.1
|
|
|
0.5
|
|
0.9
|
|
||||
|
7.
|
Supplemental Balance Sheet Information
|
|
In millions
|
September 27,
2014 |
December 31,
2013 |
||||
|
Inventories
|
|
|
||||
|
Raw materials and supplies
|
$
|
464.5
|
|
$
|
549.8
|
|
|
Work-in-process
|
249.8
|
|
164.4
|
|
||
|
Finished goods
|
485.1
|
|
480.9
|
|
||
|
Total inventories
|
$
|
1,199.4
|
|
$
|
1,195.1
|
|
|
Other current assets
|
|
|
||||
|
Cost in excess of billings
|
$
|
108.3
|
|
$
|
91.6
|
|
|
Prepaid expenses
|
114.7
|
|
97.6
|
|
||
|
Deferred income taxes
|
145.6
|
|
149.7
|
|
||
|
Other current assets
|
17.7
|
|
22.7
|
|
||
|
Total other current assets
|
$
|
386.3
|
|
$
|
361.6
|
|
|
Property, plant and equipment, net
|
|
|
||||
|
Land and land improvements
|
$
|
175.5
|
|
$
|
186.4
|
|
|
Buildings and leasehold improvements
|
506.0
|
|
502.6
|
|
||
|
Machinery and equipment
|
1,177.4
|
|
1,155.1
|
|
||
|
Construction in progress
|
78.0
|
|
70.9
|
|
||
|
Total property, plant and equipment
|
1,936.9
|
|
1,915.0
|
|
||
|
Accumulated depreciation and amortization
|
946.1
|
|
870.7
|
|
||
|
Total property, plant and equipment, net
|
$
|
990.8
|
|
$
|
1,044.3
|
|
|
Other non-current assets
|
|
|
||||
|
Asbestos-related insurance receivable
|
$
|
116.1
|
|
$
|
119.6
|
|
|
Deferred income taxes
|
93.1
|
|
92.3
|
|
||
|
Other non-current assets
|
197.1
|
|
178.1
|
|
||
|
Total other non-current assets
|
$
|
406.3
|
|
$
|
390.0
|
|
|
Other current liabilities
|
|
|
||||
|
Deferred revenue and customer deposits
|
$
|
112.0
|
|
$
|
90.8
|
|
|
Dividends payable
|
168.1
|
|
98.7
|
|
||
|
Billings in excess of cost
|
36.6
|
|
35.4
|
|
||
|
Accrued warranty
|
54.3
|
|
56.0
|
|
||
|
Other current liabilities
|
420.1
|
|
365.0
|
|
||
|
Total other current liabilities
|
$
|
791.1
|
|
$
|
645.9
|
|
|
Other non-current liabilities
|
|
|
||||
|
Asbestos-related liabilities
|
$
|
250.5
|
|
$
|
254.7
|
|
|
Taxes payable
|
49.5
|
|
48.9
|
|
||
|
Other non-current liabilities
|
180.7
|
|
152.8
|
|
||
|
Total other non-current liabilities
|
$
|
480.7
|
|
$
|
456.4
|
|
|
8.
|
Goodwill and Other Identifiable Intangible Assets
|
|
In millions
|
December 31, 2013
|
Acquisitions/
divestitures
|
Foreign currency
translation/other
|
September 27, 2014
|
||||||||
|
Valves & Controls
|
$
|
1,511.6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,511.6
|
|
|
Process Technologies
|
1,524.5
|
|
—
|
|
(45.4
|
)
|
1,479.1
|
|
||||
|
Flow Technologies
|
666.6
|
|
—
|
|
(18.3
|
)
|
648.3
|
|
||||
|
Technical Solutions
|
1,158.0
|
|
—
|
|
(4.4
|
)
|
1,153.6
|
|
||||
|
Total goodwill
|
$
|
4,860.7
|
|
$
|
—
|
|
$
|
(68.1
|
)
|
$
|
4,792.6
|
|
|
|
September 27, 2014
|
|
December 31, 2013
|
||||||||||||||||
|
In millions
|
Cost
|
Accumulated
amortization
|
Net
|
|
Cost
|
Accumulated
amortization
|
Net
|
||||||||||||
|
Finite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships
|
$
|
1,259.5
|
|
$
|
(306.7
|
)
|
$
|
952.8
|
|
|
$
|
1,271.2
|
|
$
|
(243.1
|
)
|
$
|
1,028.1
|
|
|
Trade names
|
2.1
|
|
(1.1
|
)
|
1.0
|
|
|
2.1
|
|
(0.9
|
)
|
1.2
|
|
||||||
|
Proprietary technology and patents
|
257.3
|
|
(92.8
|
)
|
164.5
|
|
|
263.7
|
|
(80.0
|
)
|
183.7
|
|
||||||
|
Total finite-life intangibles
|
$
|
1,518.9
|
|
$
|
(400.6
|
)
|
$
|
1,118.3
|
|
|
$
|
1,537.0
|
|
$
|
(324.0
|
)
|
$
|
1,213.0
|
|
|
Indefinite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Trade names
|
530.3
|
|
—
|
|
530.3
|
|
|
536.9
|
|
—
|
|
536.9
|
|
||||||
|
Total intangibles, net
|
$
|
2,049.2
|
|
$
|
(400.6
|
)
|
$
|
1,648.6
|
|
|
$
|
2,073.9
|
|
$
|
(324.0
|
)
|
$
|
1,749.9
|
|
|
|
Q4
|
|
|
|
|
|
||||||||||||
|
In millions
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
||||||||||||
|
Estimated amortization expense
|
$
|
28.2
|
|
$
|
112.6
|
|
$
|
111.7
|
|
$
|
110.0
|
|
$
|
107.6
|
|
$
|
100.2
|
|
|
9.
|
|
|
In millions
|
Average interest rate at
September 27, 2014
|
Maturity
Year
|
September 27,
2014 |
December 31,
2013 |
||||
|
Commercial paper
|
0.510%
|
2019
|
$
|
945.6
|
|
$
|
528.9
|
|
|
Revolving credit facilities
|
1.404%
|
2019
|
9.5
|
|
—
|
|
||
|
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
|
6.000%
|
2014
|
0.5
|
|
—
|
|
||
|
Capital lease obligations
|
6.300%
|
2014-2015
|
7.6
|
|
21.5
|
|
||
|
Total debt
|
|
|
2,963.2
|
|
2,550.4
|
|
||
|
Less: Current maturities and short-term borrowings
|
|
|
(2.5
|
)
|
(2.5
|
)
|
||
|
Long-term debt
|
|
|
$
|
2,960.7
|
|
$
|
2,547.9
|
|
|
|
Q4
|
|
|
|
|
|
|
|
||||||||||||||||
|
In millions
|
2014
|
2015
|
2016
|
2017
|
2018
|
2019
|
Thereafter
|
Total
|
||||||||||||||||
|
Contractual debt obligation maturities
|
$
|
0.5
|
|
$
|
350.0
|
|
$
|
—
|
|
$
|
350.0
|
|
$
|
—
|
|
$
|
1,205.1
|
|
$
|
1,050.0
|
|
$
|
2,955.6
|
|
|
Capital lease obligations
|
0.5
|
|
7.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7.6
|
|
||||||||
|
Total maturities
|
$
|
1.0
|
|
$
|
357.1
|
|
$
|
—
|
|
$
|
350.0
|
|
$
|
—
|
|
$
|
1,205.1
|
|
$
|
1,050.0
|
|
$
|
2,963.2
|
|
|
10.
|
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.
|
|
|
September 27, 2014
|
|
December 31, 2013
|
||||||||||
|
In millions
|
Recorded
Amount
|
Fair
Value
|
|
Recorded
Amount
|
Fair
Value
|
||||||||
|
Variable rate debt
|
$
|
955.6
|
|
$
|
955.6
|
|
|
$
|
528.9
|
|
$
|
528.9
|
|
|
Fixed rate debt
|
2,007.6
|
|
2,065.8
|
|
|
2,021.5
|
|
1,997.5
|
|
||||
|
Total debt
|
$
|
2,963.2
|
|
$
|
3,021.4
|
|
|
$
|
2,550.4
|
|
$
|
2,526.4
|
|
|
|
September 27, 2014
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract assets
|
$
|
—
|
|
$
|
0.5
|
|
$
|
—
|
|
$
|
0.5
|
|
|
Deferred compensation plans
(1)
|
47.2
|
|
7.4
|
|
—
|
|
54.6
|
|
||||
|
Total recurring fair value measurements
|
$
|
47.2
|
|
$
|
7.9
|
|
$
|
—
|
|
$
|
55.1
|
|
|
Nonrecurring fair value measurements
(2)
|
|
|
|
|
||||||||
|
|
December 31, 2013
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract assets
|
$
|
—
|
|
$
|
3.6
|
|
$
|
—
|
|
$
|
3.6
|
|
|
Deferred compensation plan
(1)
|
32.1
|
|
—
|
|
—
|
|
32.1
|
|
||||
|
Total recurring fair value measurements
|
$
|
32.1
|
|
$
|
3.6
|
|
$
|
—
|
|
$
|
35.7
|
|
|
Nonrecurring fair value measurements
(3)
|
|
|
|
|
||||||||
|
(1)
|
Deferred compensation plan assets include mutual funds, common/collective trusts and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees. The fair value of mutual funds and cash equivalents were based on quoted market prices in active markets. The underlying investments in the common/collective trusts primarily include intermediate and long-term debt securities, corporate debt securities, equity securities and fixed income securities. The overall fair value of the common/collective trusts are based on observable inputs.
|
|
(2)
|
During the quarter ended
September 27, 2014
, we recognized an impairment charge related to allocated amounts of goodwill, intangible assets, property, plant & equipment and other non-current assets totaling
$380.1 million
, net of a
$12.3 million
tax benefit, representing our estimated loss on disposal of the Water Transport business. The impairment charge was determined using significant unobservable inputs (Level 3 fair value measurements). See Note 3 of the Notes to the Condensed Consolidated Financial Statements for additional information about the impairment.
|
|
(3)
|
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.
|
|
11.
|
Income Taxes
|
|
12.
|
Benefit Plans
|
|
|
U.S. pension plans
|
||||||||||||
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 27,
2014 |
September 28,
2013 |
|
September 27,
2014 |
September 28,
2013 |
||||||||
|
Service cost
|
$
|
3.3
|
|
$
|
3.9
|
|
|
$
|
9.9
|
|
$
|
11.7
|
|
|
Interest cost
|
3.8
|
|
3.6
|
|
|
11.4
|
|
10.8
|
|
||||
|
Expected return on plan assets
|
(2.6
|
)
|
(2.4
|
)
|
|
(7.8
|
)
|
(7.2
|
)
|
||||
|
Net periodic benefit cost
|
$
|
4.5
|
|
$
|
5.1
|
|
|
$
|
13.5
|
|
$
|
15.3
|
|
|
|
Non-U.S. pension plans
|
||||||||||||
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 27,
2014 |
September 28,
2013 |
|
September 27,
2014 |
September 28,
2013 |
||||||||
|
Service cost
|
$
|
2.0
|
|
$
|
2.4
|
|
|
$
|
6.0
|
|
$
|
7.2
|
|
|
Interest cost
|
4.7
|
|
4.4
|
|
|
14.1
|
|
13.2
|
|
||||
|
Expected return on plan assets
|
(4.2
|
)
|
(3.8
|
)
|
|
(12.6
|
)
|
(11.4
|
)
|
||||
|
Net periodic benefit cost
|
$
|
2.5
|
|
$
|
3.0
|
|
|
$
|
7.5
|
|
$
|
9.0
|
|
|
13.
|
Shareholders’ Equity
|
|
14.
|
Segment information
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 27,
2014 |
September 28,
2013 |
|
September 27,
2014 |
September 28,
2013 |
||||||||
|
Net sales
|
|
|
|
|
|
||||||||
|
Valves & Controls
|
$
|
613.4
|
|
$
|
611.5
|
|
|
$
|
1,782.1
|
|
$
|
1,817.2
|
|
|
Process Technologies
|
437.8
|
|
421.2
|
|
|
1,352.9
|
|
1,295.4
|
|
||||
|
Flow Technologies
|
274.5
|
|
281.5
|
|
|
856.8
|
|
865.6
|
|
||||
|
Technical Solutions
|
438.8
|
|
405.9
|
|
|
1,262.7
|
|
1,213.3
|
|
||||
|
Other
|
(6.1
|
)
|
(6.8
|
)
|
|
(18.0
|
)
|
(22.8
|
)
|
||||
|
Consolidated
|
$
|
1,758.4
|
|
$
|
1,713.3
|
|
|
$
|
5,236.5
|
|
$
|
5,168.7
|
|
|
Operating income (loss)
|
|
|
|
|
|
||||||||
|
Valves & Controls
|
$
|
96.4
|
|
$
|
76.6
|
|
|
$
|
220.1
|
|
$
|
114.9
|
|
|
Process Technologies
|
58.1
|
|
57.1
|
|
|
186.8
|
|
177.3
|
|
||||
|
Flow Technologies
|
38.8
|
|
38.7
|
|
|
102.5
|
|
100.5
|
|
||||
|
Technical Solutions
|
96.5
|
|
82.2
|
|
|
246.3
|
|
200.6
|
|
||||
|
Other
|
(22.4
|
)
|
(24.6
|
)
|
|
(79.8
|
)
|
(92.0
|
)
|
||||
|
Consolidated
|
$
|
267.4
|
|
$
|
230.0
|
|
|
$
|
675.9
|
|
$
|
501.3
|
|
|
15.
|
Commitments and Contingencies
|
|
In millions
|
September 27,
2014 |
||
|
Beginning balance
|
$
|
56.0
|
|
|
Service and product warranty provision
|
44.9
|
|
|
|
Payments
|
(45.0
|
)
|
|
|
Foreign currency translation
|
(1.6
|
)
|
|
|
Ending balance
|
$
|
54.3
|
|
|
16.
|
Supplemental Guarantor Information
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,758.4
|
|
$
|
—
|
|
$
|
1,758.4
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
1,133.7
|
|
—
|
|
1,133.7
|
|
||||||
|
Gross profit
|
—
|
|
—
|
|
—
|
|
624.7
|
|
—
|
|
624.7
|
|
||||||
|
Selling, general and administrative
|
3.2
|
|
1.5
|
|
0.8
|
|
323.3
|
|
—
|
|
328.8
|
|
||||||
|
Research and development
|
—
|
|
—
|
|
—
|
|
28.5
|
|
—
|
|
28.5
|
|
||||||
|
Operating income (loss)
|
(3.2
|
)
|
(1.5
|
)
|
(0.8
|
)
|
272.9
|
|
—
|
|
267.4
|
|
||||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(195.7
|
)
|
(198.1
|
)
|
(206.3
|
)
|
—
|
|
600.1
|
|
—
|
|
||||||
|
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(0.3
|
)
|
—
|
|
(0.3
|
)
|
||||||
|
Net interest expense
|
—
|
|
0.9
|
|
1.0
|
|
15.2
|
|
—
|
|
17.1
|
|
||||||
|
Income (loss) from continuing operations before income taxes
|
192.5
|
|
195.7
|
|
204.5
|
|
258.0
|
|
(600.1
|
)
|
250.6
|
|
||||||
|
Provision for income taxes
|
—
|
|
—
|
|
—
|
|
58.1
|
|
—
|
|
58.1
|
|
||||||
|
Net income (loss) from continuing operations
|
192.5
|
|
195.7
|
|
204.5
|
|
199.9
|
|
(600.1
|
)
|
192.5
|
|
||||||
|
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
1.6
|
|
—
|
|
1.6
|
|
||||||
|
Loss from impairment of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(380.1
|
)
|
—
|
|
(380.1
|
)
|
||||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
(378.5
|
)
|
(378.5
|
)
|
(378.5
|
)
|
—
|
|
1,135.5
|
|
—
|
|
||||||
|
Net income (loss) attributable to Pentair plc
|
$
|
(186.0
|
)
|
$
|
(182.8
|
)
|
$
|
(174.0
|
)
|
$
|
(178.6
|
)
|
$
|
535.4
|
|
$
|
(186.0
|
)
|
|
Net income (loss) from continuing operations attributable to Pentair plc
|
$
|
192.5
|
|
$
|
195.7
|
|
$
|
204.5
|
|
$
|
199.9
|
|
$
|
(600.1
|
)
|
$
|
192.5
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss) attributable to Pentair plc
|
$
|
(186.0
|
)
|
$
|
(182.8
|
)
|
$
|
(174.0
|
)
|
$
|
(178.6
|
)
|
$
|
535.4
|
|
$
|
(186.0
|
)
|
|
Changes in cumulative translation adjustment
|
(178.8
|
)
|
(178.8
|
)
|
(178.8
|
)
|
(178.8
|
)
|
536.4
|
|
(178.8
|
)
|
||||||
|
Changes in market value of derivative financial instruments
|
0.8
|
|
0.8
|
|
0.8
|
|
0.8
|
|
(2.4
|
)
|
0.8
|
|
||||||
|
Comprehensive income (loss) attributable to Pentair plc
|
$
|
(364.0
|
)
|
$
|
(360.8
|
)
|
$
|
(352.0
|
)
|
$
|
(356.6
|
)
|
$
|
1,069.4
|
|
$
|
(364.0
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
5,236.5
|
|
$
|
—
|
|
$
|
5,236.5
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
3,401.4
|
|
—
|
|
3,401.4
|
|
||||||
|
Gross profit
|
—
|
|
—
|
|
—
|
|
1,835.1
|
|
—
|
|
1,835.1
|
|
||||||
|
Selling, general and administrative
|
10.6
|
|
4.2
|
|
6.8
|
|
1,049.4
|
|
—
|
|
1,071.0
|
|
||||||
|
Research and development
|
—
|
|
—
|
|
—
|
|
88.2
|
|
—
|
|
88.2
|
|
||||||
|
Operating income (loss)
|
(10.6
|
)
|
(4.2
|
)
|
(6.8
|
)
|
697.5
|
|
—
|
|
675.9
|
|
||||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(488.5
|
)
|
(493.9
|
)
|
(484.0
|
)
|
—
|
|
1,466.4
|
|
—
|
|
||||||
|
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(0.9
|
)
|
—
|
|
(0.9
|
)
|
||||||
|
Loss on sale of business
|
—
|
|
—
|
|
—
|
|
0.2
|
|
—
|
|
0.2
|
|
||||||
|
Net interest expense
|
0.7
|
|
1.2
|
|
2.0
|
|
47.2
|
|
—
|
|
51.1
|
|
||||||
|
Income (loss) from continuing operations before income taxes
|
477.2
|
|
488.5
|
|
475.2
|
|
651.0
|
|
(1,466.4
|
)
|
625.5
|
|
||||||
|
Provision for income taxes
|
—
|
|
—
|
|
1.0
|
|
147.3
|
|
—
|
|
148.3
|
|
||||||
|
Net income (loss) from continuing operations
|
477.2
|
|
488.5
|
|
474.2
|
|
503.7
|
|
(1,466.4
|
)
|
477.2
|
|
||||||
|
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
2.6
|
|
—
|
|
2.6
|
|
||||||
|
Loss from sale / impairment of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(385.7
|
)
|
—
|
|
(385.7
|
)
|
||||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
(383.1
|
)
|
(383.1
|
)
|
(383.1
|
)
|
—
|
|
1,149.3
|
|
—
|
|
||||||
|
Net income (loss) attributable to Pentair plc
|
$
|
94.1
|
|
$
|
105.4
|
|
$
|
91.1
|
|
$
|
120.6
|
|
$
|
(317.1
|
)
|
$
|
94.1
|
|
|
Net income (loss) from continuing operations attributable to Pentair plc
|
$
|
477.2
|
|
$
|
488.5
|
|
$
|
474.2
|
|
$
|
503.7
|
|
$
|
(1,466.4
|
)
|
$
|
477.2
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss) attributable to Pentair plc
|
$
|
94.1
|
|
$
|
105.4
|
|
$
|
91.1
|
|
$
|
120.6
|
|
$
|
(317.1
|
)
|
$
|
94.1
|
|
|
Changes in cumulative translation adjustment
|
(190.3
|
)
|
(190.3
|
)
|
(190.3
|
)
|
(190.3
|
)
|
570.9
|
|
(190.3
|
)
|
||||||
|
Changes in market value of derivative financial instruments
|
1.2
|
|
1.2
|
|
1.2
|
|
1.2
|
|
(3.6
|
)
|
1.2
|
|
||||||
|
Comprehensive income (loss) attributable to Pentair plc
|
$
|
(95.0
|
)
|
$
|
(83.7
|
)
|
$
|
(98.0
|
)
|
$
|
(68.5
|
)
|
$
|
250.2
|
|
$
|
(95.0
|
)
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||||
|
Assets
|
||||||||||||||||||
|
Current assets
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
$
|
—
|
|
$
|
0.2
|
|
$
|
156.4
|
|
$
|
—
|
|
$
|
156.6
|
|
|
Accounts and notes receivable, net
|
—
|
|
—
|
|
—
|
|
1,180.9
|
|
—
|
|
1,180.9
|
|
||||||
|
Inventories
|
—
|
|
—
|
|
—
|
|
1,199.4
|
|
—
|
|
1,199.4
|
|
||||||
|
Other current assets
|
0.1
|
|
16.3
|
|
8.0
|
|
402.5
|
|
(40.6
|
)
|
386.3
|
|
||||||
|
Current assets held for sale
|
—
|
|
—
|
|
—
|
|
129.2
|
|
—
|
|
129.2
|
|
||||||
|
Total current assets
|
0.1
|
|
16.3
|
|
8.2
|
|
3,068.4
|
|
(40.6
|
)
|
3,052.4
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
990.8
|
|
—
|
|
990.8
|
|
||||||
|
Other assets
|
|
|
|
|
|
|
||||||||||||
|
Investments in subsidiaries
|
5,589.5
|
|
5,751.6
|
|
7,830.7
|
|
—
|
|
(19,171.8
|
)
|
—
|
|
||||||
|
Goodwill
|
—
|
|
—
|
|
—
|
|
4,792.6
|
|
—
|
|
4,792.6
|
|
||||||
|
Intangibles, net
|
—
|
|
—
|
|
—
|
|
1,648.6
|
|
—
|
|
1,648.6
|
|
||||||
|
Other non-current assets
|
31.6
|
|
—
|
|
1,979.7
|
|
370.6
|
|
(1,975.6
|
)
|
406.3
|
|
||||||
|
Non-current assets held for sale
|
—
|
|
—
|
|
—
|
|
36.2
|
|
—
|
|
36.2
|
|
||||||
|
Total other assets
|
5,621.1
|
|
5,751.6
|
|
9,810.4
|
|
6,848.0
|
|
(21,147.4
|
)
|
6,883.7
|
|
||||||
|
Total assets
|
$
|
5,621.2
|
|
$
|
5,767.9
|
|
$
|
9,818.6
|
|
$
|
10,907.2
|
|
$
|
(21,188.0
|
)
|
$
|
10,926.9
|
|
|
Liabilities and Equity
|
||||||||||||||||||
|
Current liabilities
|
|
|
|
|
|
|
||||||||||||
|
Current maturities of long-term debt and short-term borrowings
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2.5
|
|
$
|
—
|
|
$
|
2.5
|
|
|
Accounts payable
|
—
|
|
—
|
|
—
|
|
527.2
|
|
—
|
|
527.2
|
|
||||||
|
Employee compensation and benefits
|
—
|
|
0.7
|
|
—
|
|
286.7
|
|
—
|
|
287.4
|
|
||||||
|
Other current liabilities
|
173.4
|
|
4.5
|
|
14.2
|
|
639.6
|
|
(40.6
|
)
|
791.1
|
|
||||||
|
Current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
60.5
|
|
—
|
|
60.5
|
|
||||||
|
Total current liabilities
|
173.4
|
|
5.2
|
|
14.2
|
|
1,516.5
|
|
(40.6
|
)
|
1,668.7
|
|
||||||
|
Other liabilities
|
|
|
|
|
|
|
||||||||||||
|
Long-term debt
|
462.8
|
|
173.2
|
|
2,818.6
|
|
1,481.7
|
|
(1,975.6
|
)
|
2,960.7
|
|
||||||
|
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
279.1
|
|
—
|
|
279.1
|
|
||||||
|
Deferred tax liabilities
|
—
|
|
—
|
|
2.2
|
|
556.2
|
|
—
|
|
558.4
|
|
||||||
|
Other non-current liabilities
|
17.6
|
|
—
|
|
—
|
|
463.1
|
|
—
|
|
480.7
|
|
||||||
|
Non-current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
11.9
|
|
—
|
|
11.9
|
|
||||||
|
Total liabilities
|
653.8
|
|
178.4
|
|
2,835.0
|
|
4,308.5
|
|
(2,016.2
|
)
|
5,959.5
|
|
||||||
|
Equity
|
4,967.4
|
|
5,589.5
|
|
6,983.6
|
|
6,598.7
|
|
(19,171.8
|
)
|
4,967.4
|
|
||||||
|
Total liabilities and equity
|
$
|
5,621.2
|
|
$
|
5,767.9
|
|
$
|
9,818.6
|
|
$
|
10,907.2
|
|
$
|
(21,188.0
|
)
|
$
|
10,926.9
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||||
|
Operating activities
|
|
|
|
|
|
|
||||||||||||
|
Net cash provided by (used for) operating activities
|
$
|
99.4
|
|
$
|
94.2
|
|
$
|
88.1
|
|
$
|
718.8
|
|
$
|
(317.1
|
)
|
$
|
683.4
|
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(92.5
|
)
|
—
|
|
(92.5
|
)
|
||||||
|
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
4.1
|
|
—
|
|
4.1
|
|
||||||
|
Proceeds from sale of businesses, net
|
—
|
|
—
|
|
—
|
|
0.3
|
|
—
|
|
0.3
|
|
||||||
|
Other
|
—
|
|
—
|
|
—
|
|
0.6
|
|
—
|
|
0.6
|
|
||||||
|
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
—
|
|
(87.5
|
)
|
—
|
|
(87.5
|
)
|
||||||
|
Financing activities
|
|
|
|
|
|
|
||||||||||||
|
Net receipts (repayments) of short-term borrowings
|
—
|
|
—
|
|
—
|
|
0.3
|
|
—
|
|
0.3
|
|
||||||
|
Net receipts (repayments) of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
416.7
|
|
9.5
|
|
—
|
|
426.2
|
|
||||||
|
Repayments of long-term debt
|
—
|
|
—
|
|
—
|
|
(13.2
|
)
|
—
|
|
(13.2
|
)
|
||||||
|
Net change in advances to subsidiaries
|
455.6
|
|
(94.2
|
)
|
(551.6
|
)
|
(126.9
|
)
|
317.1
|
|
—
|
|
||||||
|
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
—
|
|
10.0
|
|
—
|
|
10.0
|
|
||||||
|
Shares issued to employees, net of shares withheld
|
—
|
|
—
|
|
—
|
|
30.3
|
|
—
|
|
30.3
|
|
||||||
|
Repurchases of ordinary shares
|
(399.3
|
)
|
—
|
|
—
|
|
(450.7
|
)
|
—
|
|
(850.0
|
)
|
||||||
|
Dividends paid
|
(156.2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(156.2
|
)
|
||||||
|
Purchase of noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(134.7
|
)
|
—
|
|
(134.7
|
)
|
||||||
|
Net cash provided by (used for) financing activities
|
(99.9
|
)
|
(94.2
|
)
|
(134.9
|
)
|
(675.4
|
)
|
317.1
|
|
(687.3
|
)
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
(8.0
|
)
|
—
|
|
(8.0
|
)
|
||||||
|
Change in cash and cash equivalents
|
(0.5
|
)
|
—
|
|
(46.8
|
)
|
(52.1
|
)
|
—
|
|
(99.4
|
)
|
||||||
|
Cash and cash equivalents, beginning of period
|
0.5
|
|
—
|
|
47.0
|
|
208.5
|
|
—
|
|
256.0
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
—
|
|
$
|
—
|
|
$
|
0.2
|
|
$
|
156.4
|
|
$
|
—
|
|
$
|
156.6
|
|
|
In millions
|
Parent
Company Guarantor |
Subsidiary
Issuer |
Non-guarantor
Subsidiaries |
Eliminations
|
Consolidated Total
|
||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
1,713.3
|
|
$
|
—
|
|
$
|
1,713.3
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
1,098.6
|
|
—
|
|
1,098.6
|
|
|||||
|
Gross profit
|
—
|
|
—
|
|
614.7
|
|
—
|
|
614.7
|
|
|||||
|
Selling, general and administrative
|
(0.7
|
)
|
3.1
|
|
351.0
|
|
—
|
|
353.4
|
|
|||||
|
Research and development
|
—
|
|
—
|
|
31.3
|
|
—
|
|
31.3
|
|
|||||
|
Operating income (loss)
|
0.7
|
|
(3.1
|
)
|
232.4
|
|
—
|
|
230.0
|
|
|||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(165.5
|
)
|
(169.5
|
)
|
—
|
|
335.0
|
|
—
|
|
|||||
|
Other (income) expense:
|
|
|
|
|
|
||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
(0.5
|
)
|
—
|
|
(0.5
|
)
|
|||||
|
Gain on sale of business
|
—
|
|
—
|
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
|||||
|
Net interest expense
|
1.3
|
|
0.6
|
|
15.6
|
|
—
|
|
17.5
|
|
|||||
|
Income (loss) from continuing operations before income taxes and noncontrolling interest
|
164.9
|
|
165.8
|
|
217.4
|
|
(335.0
|
)
|
213.1
|
|
|||||
|
Provision (benefit) for income taxes
|
(0.1
|
)
|
1.3
|
|
45.5
|
|
—
|
|
46.7
|
|
|||||
|
Net income (loss) from continuing operations before noncontrolling interest
|
165.0
|
|
164.5
|
|
171.9
|
|
(335.0
|
)
|
166.4
|
|
|||||
|
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
7.8
|
|
—
|
|
7.8
|
|
|||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
7.8
|
|
7.8
|
|
—
|
|
(15.6
|
)
|
—
|
|
|||||
|
Net income (loss) before noncontrolling interest
|
172.8
|
|
172.3
|
|
179.7
|
|
(350.6
|
)
|
174.2
|
|
|||||
|
Noncontrolling interest
|
—
|
|
—
|
|
1.4
|
|
—
|
|
1.4
|
|
|||||
|
Net income (loss) attributable to Pentair plc
|
$
|
172.8
|
|
$
|
172.3
|
|
$
|
178.3
|
|
$
|
(350.6
|
)
|
$
|
172.8
|
|
|
Net income (loss) from continuing operations attributable to Pentair plc
|
$
|
165.0
|
|
$
|
164.5
|
|
$
|
170.5
|
|
$
|
(335.0
|
)
|
$
|
165.0
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||||||
|
Net income (loss) before noncontrolling interest
|
$
|
172.8
|
|
$
|
172.3
|
|
$
|
179.7
|
|
$
|
(350.6
|
)
|
$
|
174.2
|
|
|
Changes in cumulative translation adjustment
|
87.9
|
|
87.9
|
|
89.1
|
|
(175.8
|
)
|
89.1
|
|
|||||
|
Changes in market value of derivative financial instruments
|
(0.6
|
)
|
(0.6
|
)
|
(0.6
|
)
|
1.2
|
|
(0.6
|
)
|
|||||
|
Total comprehensive income (loss)
|
260.1
|
|
259.6
|
|
268.2
|
|
(525.2
|
)
|
262.7
|
|
|||||
|
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
—
|
|
2.6
|
|
—
|
|
2.6
|
|
|||||
|
Comprehensive income (loss) attributable to Pentair plc
|
$
|
260.1
|
|
$
|
259.6
|
|
$
|
265.6
|
|
$
|
(525.2
|
)
|
$
|
260.1
|
|
|
In millions
|
Parent
Company Guarantor |
Subsidiary
Issuer |
Non-guarantor
Subsidiaries |
Eliminations
|
Consolidated Total
|
||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
5,168.7
|
|
$
|
—
|
|
$
|
5,168.7
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
3,429.1
|
|
—
|
|
3,429.1
|
|
|||||
|
Gross profit
|
—
|
|
—
|
|
1,739.6
|
|
—
|
|
1,739.6
|
|
|||||
|
Selling, general and administrative
|
(1.5
|
)
|
10.1
|
|
1,134.9
|
|
—
|
|
1,143.5
|
|
|||||
|
Research and development
|
—
|
|
—
|
|
94.8
|
|
—
|
|
94.8
|
|
|||||
|
Operating income (loss)
|
1.5
|
|
(10.1
|
)
|
509.9
|
|
—
|
|
501.3
|
|
|||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(351.3
|
)
|
(366.6
|
)
|
—
|
|
717.9
|
|
—
|
|
|||||
|
Other (income) expense:
|
|
|
|
|
|
||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
(1.7
|
)
|
—
|
|
(1.7
|
)
|
|||||
|
Gain on sale of business
|
—
|
|
—
|
|
(16.8
|
)
|
—
|
|
(16.8
|
)
|
|||||
|
Net interest expense
|
4.4
|
|
6.7
|
|
42.7
|
|
—
|
|
53.8
|
|
|||||
|
Income (loss) from continuing operations before income taxes and noncontrolling interest
|
348.4
|
|
349.8
|
|
485.7
|
|
(717.9
|
)
|
466.0
|
|
|||||
|
Provision (benefit) for income taxes
|
(0.4
|
)
|
1.3
|
|
112.0
|
|
—
|
|
112.9
|
|
|||||
|
Net income (loss) from continuing operations before noncontrolling interest
|
348.8
|
|
348.5
|
|
373.7
|
|
(717.9
|
)
|
353.1
|
|
|||||
|
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
29.8
|
|
—
|
|
29.8
|
|
|||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
29.8
|
|
29.8
|
|
—
|
|
(59.6
|
)
|
—
|
|
|||||
|
Net income (loss) before noncontrolling interest
|
378.6
|
|
378.3
|
|
403.5
|
|
(777.5
|
)
|
382.9
|
|
|||||
|
Noncontrolling interest
|
—
|
|
—
|
|
4.3
|
|
—
|
|
4.3
|
|
|||||
|
Net income (loss) attributable to Pentair plc
|
$
|
378.6
|
|
$
|
378.3
|
|
$
|
399.2
|
|
$
|
(777.5
|
)
|
$
|
378.6
|
|
|
Net income (loss) from continuing operations attributable to Pentair plc
|
$
|
348.8
|
|
$
|
348.5
|
|
$
|
369.4
|
|
$
|
(717.9
|
)
|
$
|
348.8
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||||||
|
Net income (loss) before noncontrolling interest
|
$
|
378.6
|
|
$
|
378.3
|
|
$
|
403.5
|
|
$
|
(777.5
|
)
|
$
|
382.9
|
|
|
Changes in cumulative translation adjustment
|
(29.8
|
)
|
(29.8
|
)
|
(29.1
|
)
|
59.6
|
|
(29.1
|
)
|
|||||
|
Changes in market value of derivative financial instruments
|
(0.3
|
)
|
(0.3
|
)
|
(0.3
|
)
|
0.6
|
|
(0.3
|
)
|
|||||
|
Total comprehensive income (loss)
|
348.5
|
|
348.2
|
|
374.1
|
|
(717.3
|
)
|
353.5
|
|
|||||
|
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
—
|
|
5.0
|
|
—
|
|
5.0
|
|
|||||
|
Comprehensive income (loss) attributable to Pentair plc
|
$
|
348.5
|
|
$
|
348.2
|
|
$
|
369.1
|
|
$
|
(717.3
|
)
|
$
|
348.5
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||
|
Assets
|
|||||||||||||||
|
Current assets
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
0.5
|
|
$
|
47.0
|
|
$
|
208.5
|
|
$
|
—
|
|
$
|
256.0
|
|
|
Accounts and notes receivable, net
|
2.9
|
|
4.0
|
|
1,341.7
|
|
(63.6
|
)
|
1,285.0
|
|
|||||
|
Inventories
|
—
|
|
—
|
|
1,195.1
|
|
—
|
|
1,195.1
|
|
|||||
|
Other current assets
|
1.4
|
|
0.6
|
|
359.6
|
|
—
|
|
361.6
|
|
|||||
|
Current assets held for sale
|
—
|
|
—
|
|
134.4
|
|
—
|
|
134.4
|
|
|||||
|
Total current assets
|
4.8
|
|
51.6
|
|
3,239.3
|
|
(63.6
|
)
|
3,232.1
|
|
|||||
|
Property, plant and equipment, net
|
—
|
|
—
|
|
1,044.3
|
|
—
|
|
1,044.3
|
|
|||||
|
Other assets
|
|
|
|
|
|
||||||||||
|
Investments in subsidiaries
|
6,224.7
|
|
8,066.6
|
|
—
|
|
(14,291.3
|
)
|
—
|
|
|||||
|
Goodwill
|
—
|
|
—
|
|
4,860.7
|
|
—
|
|
4,860.7
|
|
|||||
|
Intangibles, net
|
—
|
|
—
|
|
1,749.9
|
|
—
|
|
1,749.9
|
|
|||||
|
Other non-current assets
|
31.6
|
|
1,302.7
|
|
352.4
|
|
(1,296.7
|
)
|
390.0
|
|
|||||
|
Non-current assets held for sale
|
—
|
|
—
|
|
466.3
|
|
—
|
|
466.3
|
|
|||||
|
Total other assets
|
6,256.3
|
|
9,369.3
|
|
7,429.3
|
|
(15,588.0
|
)
|
7,466.9
|
|
|||||
|
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
|
|
583.8
|
|
(63.6
|
)
|
576.9
|
|
|||||
|
Employee compensation and benefits
|
0.5
|
|
—
|
|
311.9
|
|
—
|
|
312.4
|
|
|||||
|
Other current liabilities
|
99.6
|
|
11.7
|
|
534.6
|
|
—
|
|
645.9
|
|
|||||
|
Current liabilities held for sale
|
—
|
|
—
|
|
72.5
|
|
—
|
|
72.5
|
|
|||||
|
Total current liabilities
|
148.2
|
|
20.3
|
|
1,505.3
|
|
(63.6
|
)
|
1,610.2
|
|
|||||
|
Other liabilities
|
|
|
|
|
|
||||||||||
|
Long-term debt
|
—
|
|
2,401.9
|
|
1,442.7
|
|
(1,296.7
|
)
|
2,547.9
|
|
|||||
|
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
320.2
|
|
—
|
|
320.2
|
|
|||||
|
Deferred tax liabilities
|
—
|
|
2.2
|
|
554.8
|
|
—
|
|
557.0
|
|
|||||
|
Other non-current liabilities
|
17.6
|
|
—
|
|
438.8
|
|
—
|
|
456.4
|
|
|||||
|
Non-current liabilities held for sale
|
—
|
|
—
|
|
33.9
|
|
—
|
|
33.9
|
|
|||||
|
Total liabilities
|
165.8
|
|
2,424.4
|
|
4,295.7
|
|
(1,360.3
|
)
|
5,525.6
|
|
|||||
|
Equity
|
|
|
|
|
|
||||||||||
|
Shareholders’ equity attributable to Pentair plc 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
|
Consolidated Total
|
||||||||||
|
Operating activities
|
|
|
|
|
|
||||||||||
|
Net cash provided by (used for) operating activities
|
$
|
369.0
|
|
$
|
383.4
|
|
$
|
659.1
|
|
$
|
(777.5
|
)
|
$
|
634.0
|
|
|
Investing activities
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
—
|
|
—
|
|
(126.3
|
)
|
—
|
|
(126.3
|
)
|
|||||
|
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
3.7
|
|
—
|
|
3.7
|
|
|||||
|
Proceeds from sale of businesses, net
|
—
|
|
—
|
|
30.9
|
|
—
|
|
30.9
|
|
|||||
|
Acquisitions, net of cash acquired
|
(84.4
|
)
|
—
|
|
—
|
|
—
|
|
(84.4
|
)
|
|||||
|
Other
|
—
|
|
—
|
|
(0.8
|
)
|
—
|
|
(0.8
|
)
|
|||||
|
Net cash provided by (used for) investing activities
|
(84.4
|
)
|
—
|
|
(92.5
|
)
|
—
|
|
(176.9
|
)
|
|||||
|
Financing activities
|
|
|
|
|
|
||||||||||
|
Net receipts (repayments) of commercial paper and revolving long-term debt
|
—
|
|
114.9
|
|
7.6
|
|
—
|
|
122.5
|
|
|||||
|
Repayments of long-term debt
|
—
|
|
—
|
|
(6.2
|
)
|
—
|
|
(6.2
|
)
|
|||||
|
Debt issuance costs
|
—
|
|
(1.4
|
)
|
—
|
|
—
|
|
(1.4
|
)
|
|||||
|
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
7.4
|
|
—
|
|
7.4
|
|
|||||
|
Net change in advances to subsidiaries
|
(140.7
|
)
|
(496.7
|
)
|
(140.1
|
)
|
777.5
|
|
—
|
|
|||||
|
Shares issued to employees, net of shares withheld
|
—
|
|
—
|
|
70.8
|
|
—
|
|
70.8
|
|
|||||
|
Repurchases of ordinary shares
|
—
|
|
—
|
|
(540.3
|
)
|
—
|
|
(540.3
|
)
|
|||||
|
Dividends paid
|
(143.9
|
)
|
—
|
|
—
|
|
—
|
|
(143.9
|
)
|
|||||
|
Distributions to noncontrolling interest
|
—
|
|
—
|
|
(2.0
|
)
|
—
|
|
(2.0
|
)
|
|||||
|
Net cash provided by (used for) financing activities
|
(284.6
|
)
|
(383.2
|
)
|
(602.8
|
)
|
777.5
|
|
(493.1
|
)
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
17.8
|
|
—
|
|
17.8
|
|
|||||
|
Change in cash and cash equivalents
|
—
|
|
0.2
|
|
(18.4
|
)
|
—
|
|
(18.2
|
)
|
|||||
|
Cash and cash equivalents, beginning of period
|
—
|
|
—
|
|
237.4
|
|
—
|
|
237.4
|
|
|||||
|
Cash and cash equivalents, end of period
|
$
|
—
|
|
$
|
0.2
|
|
$
|
219.0
|
|
$
|
—
|
|
$
|
219.2
|
|
|
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.
|
|
•
|
Incorporation of our publicly-traded parent company in Ireland enables 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 are now 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.
|
|
•
|
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 this Quarterly Report on Form 10-Q.
|
|
•
|
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
|
|
•
|
Economic uncertainty in our Water Transport business in Australia has negatively impacted our results of discontinued operations and may continue to do so for the foreseeable future.
|
|
•
|
Through
2013
and the
first nine 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 of continuing operations 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 nine months
of
2014
was
$599.8 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.
|
|
•
|
Continuing 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.
|
|
|
Three months ended
|
||||||||||
|
In millions
|
September 27, 2014
|
September 28, 2013
|
$
change
|
% / point
change
|
|||||||
|
Net sales
|
$
|
1,758.4
|
|
$
|
1,713.3
|
|
$
|
45.1
|
|
2.6
|
%
|
|
Cost of goods sold
|
1,133.7
|
|
1,098.6
|
|
35.1
|
|
3.2
|
%
|
|||
|
Gross profit
|
624.7
|
|
614.7
|
|
10.0
|
|
1.6
|
%
|
|||
|
% of net sales
|
35.5
|
%
|
35.9
|
%
|
|
(0.4
|
) pts
|
||||
|
|
|
|
|
|
|
||||||
|
Selling, general and administrative
|
328.8
|
|
353.4
|
|
(24.6
|
)
|
(7.0
|
)%
|
|||
|
% of net sales
|
18.7
|
%
|
20.7
|
%
|
|
(2.0
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Operating income
|
267.4
|
|
230.0
|
|
37.4
|
|
16.3
|
%
|
|||
|
% of net sales
|
15.2
|
%
|
13.4
|
%
|
|
1.8
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Loss (gain) on sale of businesses
|
—
|
|
(0.1
|
)
|
0.1
|
|
N.M.
|
|
|||
|
Net interest expense
|
17.1
|
|
17.5
|
|
(0.4
|
)
|
(2.3
|
)%
|
|||
|
|
|
|
|
|
|||||||
|
Net income from continuing operations before income taxes and noncontrolling interest
|
250.6
|
|
213.1
|
|
37.5
|
|
17.6
|
%
|
|||
|
Provision for income taxes
|
58.1
|
|
46.7
|
|
11.4
|
|
24.4
|
%
|
|||
|
Effective tax rate
|
23.2
|
%
|
21.9
|
%
|
|
1.3
|
pts
|
||||
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 27, 2014
|
September 28, 2013
|
$
change |
% / point
change |
|||||||
|
Net sales
|
$
|
5,236.5
|
|
$
|
5,168.7
|
|
$
|
67.8
|
|
1.3
|
%
|
|
Cost of goods sold
|
3,401.4
|
|
3,429.1
|
|
(27.7
|
)
|
(0.8
|
)%
|
|||
|
Gross profit
|
1,835.1
|
|
1,739.6
|
|
95.5
|
|
5.5
|
%
|
|||
|
% of net sales
|
35.0
|
%
|
33.7
|
%
|
|
1.3
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Selling, general and administrative
|
1,071.0
|
|
1,143.5
|
|
(72.5
|
)
|
(6.3
|
)%
|
|||
|
% of net sales
|
20.4
|
%
|
22.2
|
%
|
|
(1.8
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Operating income
|
675.9
|
|
501.3
|
|
174.6
|
|
34.8
|
%
|
|||
|
% of net sales
|
12.9
|
%
|
9.7
|
%
|
|
3.2
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Loss (gain) on sale of businesses
|
0.2
|
|
(16.8
|
)
|
17.0
|
|
(101.2
|
)%
|
|||
|
Net interest expense
|
51.1
|
|
53.8
|
|
(2.7
|
)
|
(5.0
|
)%
|
|||
|
|
|
|
|
|
|||||||
|
Net income from continuing operations before income taxes and noncontrolling interest
|
625.5
|
|
466.0
|
|
159.5
|
|
34.2
|
%
|
|||
|
Provision for income taxes
|
148.3
|
|
112.9
|
|
35.4
|
|
31.4
|
%
|
|||
|
Effective tax rate
|
23.7
|
%
|
24.2
|
%
|
|
(0.5
|
) pts
|
||||
|
|
Three months ended September 27, 2014
|
Nine months ended September 27, 2014
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
1.6
|
%
|
0.9
|
%
|
|
Acquisition (divestiture)
|
(0.2
|
)
|
(0.3
|
)
|
|
Price
|
1.1
|
|
0.9
|
|
|
Currency
|
0.1
|
|
(0.2
|
)
|
|
Total
|
2.6
|
%
|
1.3
|
%
|
|
•
|
sales growth in Technical Solutions, primarily as the result of increased volume in United States and Canada;
|
|
•
|
organic sales growth in Process Technologies related to higher sales of certain pool products primarily serving North American residential housing and increased demand for global food & beverage solutions; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
decrease in sales of energy products in Valves & Controls and sales declines in residential and commercial product sales and infrastructure businesses in Flow Technologies; and
|
|
•
|
loss of revenue related to the 2013 divestiture of businesses in Technical Solutions and Flow Technologies.
|
|
•
|
inflationary increases related to raw materials and labor costs.
|
|
•
|
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.
|
|
•
|
a decrease in cost of goods sold of $86.6 million in the
first nine months
of 2014 compared to
2013
as a result of inventory fair value step-up and customer backlog recorded as part of the Merger purchase accounting in 2013, which did not recur in the
first nine months
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.
|
|
•
|
restructuring costs of
$3.3 million
in the
third quarter
of
2013
that did not recur in the
third quarter
of
2014
;
|
|
•
|
savings generated from back-office consolidation, reduction in personnel and other lean initiatives; and
|
|
•
|
higher sales volume and the resultant gain of leverage on fixed operating expenses.
|
|
•
|
costs of $10.3 million incurred in the
first nine months
of
2014
as a result of the redomicile of the Company from Switzerland to Ireland; and
|
|
•
|
restructuring costs of
$53.0 million
in the
first nine months
of
2014
, compared to
$49.1 million
in the
first nine months
of
2013
.
|
|
•
|
reduced overall interest rates in effect on our outstanding debt.
|
|
•
|
the impact of higher debt levels during the
first nine months
of
2014
.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 27, 2014
|
September 28, 2013
|
|
% / point change
|
|
September 27, 2014
|
September 28, 2013
|
|
% / point change
|
||||||||||
|
Net sales
|
$
|
613.4
|
|
$
|
611.5
|
|
|
0.3
|
%
|
|
$
|
1,782.1
|
|
$
|
1,817.2
|
|
|
(1.9
|
)%
|
|
Operating income
|
96.4
|
|
76.6
|
|
|
25.8
|
%
|
|
220.1
|
|
114.9
|
|
|
91.6
|
%
|
||||
|
% of net sales
|
15.7
|
%
|
12.5
|
%
|
|
3.2
|
pts
|
|
12.4
|
%
|
6.3
|
%
|
|
6.1
|
pts
|
||||
|
|
Three months ended September 27, 2014
|
Nine months ended September 27, 2014
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
(1.1
|
)%
|
(2.4
|
)%
|
|
Price
|
0.8
|
|
0.6
|
|
|
Currency
|
0.6
|
|
(0.1
|
)
|
|
Total
|
0.3
|
%
|
(1.9
|
)%
|
|
•
|
increased sales volume of our industrial products and in our developed regions; and
|
|
•
|
favorable foreign currency effects.
|
|
•
|
decreased sales in our fast growth regions, primarily in the Middle East; and
|
|
•
|
continued sales decline in the mining industry.
|
|
•
|
decreased sales volume related to lower shipments for our energy products, particularly in the mining industry; and
|
|
•
|
unfavorable foreign currency effects.
|
|
•
|
increased sales volume for our industrial products; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
a decrease in cost of goods sold of $80.6 million in the
first nine months
of 2014 compared to
2013
as a result of inventory fair value step-up and customer backlog recorded as part of the Merger purchase accounting in 2013, which did not recur in the
first nine months
of
2014
;
|
|
•
|
price and productivity more than offsetting inflationary cost increases; and
|
|
•
|
savings generated from our PIMS initiatives, including lean and supply management practices.
|
|
•
|
restructuring costs of
$27.7 million
in the
first nine months
of
2014
, compared to
$18.6 million
in the
first nine months
of
2013
; and
|
|
•
|
costs related to the operating model transformation ("OMT") investment in the
third quarter and first nine months
of
2014
.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 27, 2014
|
September 28, 2013
|
|
% / point change
|
|
September 27, 2014
|
September 28, 2013
|
|
% / point change
|
||||||||||
|
Net sales
|
$
|
437.8
|
|
$
|
421.2
|
|
|
3.9
|
%
|
|
$
|
1,352.9
|
|
$
|
1,295.4
|
|
|
4.4
|
%
|
|
Operating income
|
58.1
|
|
57.1
|
|
|
1.8
|
%
|
|
186.8
|
|
177.3
|
|
|
5.4
|
%
|
||||
|
% of net sales
|
13.3
|
%
|
13.6
|
%
|
|
(0.3
|
) pts
|
|
13.8
|
%
|
13.7
|
%
|
|
0.1
|
pts
|
||||
|
|
Three months ended September 27, 2014
|
Nine months ended September 27, 2014
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
2.8
|
%
|
3.7
|
%
|
|
Price
|
1.1
|
|
0.9
|
|
|
Currency
|
—
|
|
(0.2
|
)
|
|
Total
|
3.9
|
%
|
4.4
|
%
|
|
•
|
organic sales growth related to higher sales of certain pool products primarily serving North American residential housing;
|
|
•
|
increased demand for global food & beverage solutions for the first nine months of 2014;
|
|
•
|
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 industrial and infrastructure businesses; and
|
|
•
|
decreased sales in the fast growth regions of Eastern Europe, Africa and the Middle East.
|
|
•
|
inflationary increases related to certain raw materials; and
|
|
•
|
lower sales volumes in our industrial business, which resulted in decreased leverage on operating expenses.
|
|
•
|
a decrease in restructuring costs, as the result of
$2.3 million
of costs in the
third quarter
of
2013
that did not recur in the
third quarter
of
2014
;
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
|
•
|
higher sales volumes in our residential & commercial and food & beverage businesses, which resulted in increased leverage on operating expenses.
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
|
•
|
higher sales volumes in our residential & commercial and food & beverage businesses, which resulted in increased leverage on operating expenses.
|
|
•
|
restructuring costs of
$9.5 million
in the
first nine months
of
2014
, compared to
$6.4 million
in the
first nine months
of
2013
;
|
|
•
|
inflationary increases related to certain raw materials; and
|
|
•
|
lower sales volumes in our industrial and infrastructure businesses, which resulted in decreased leverage on operating expenses.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 27, 2014
|
September 28, 2013
|
|
% / point change
|
|
September 27, 2014
|
September 28, 2013
|
|
% / point change
|
||||||||||
|
Net sales
|
$
|
274.5
|
|
$
|
281.5
|
|
|
(2.5
|
)%
|
|
$
|
856.8
|
|
$
|
865.6
|
|
|
(1.0
|
)%
|
|
Operating income
|
38.8
|
|
38.7
|
|
|
0.3
|
%
|
|
102.5
|
|
100.5
|
|
|
2.0
|
%
|
||||
|
% of net sales
|
14.1
|
%
|
13.8
|
%
|
|
0.3
|
pts
|
|
12.0
|
%
|
11.6
|
%
|
|
0.4
|
pts
|
||||
|
|
Three months ended September 27, 2014
|
Nine months ended September 27, 2014
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
(2.6
|
)%
|
(0.7
|
)%
|
|
Acquisition (divestiture)
|
(1.1
|
)
|
(0.9
|
)
|
|
Price
|
1.2
|
|
0.8
|
|
|
Currency
|
—
|
|
(0.2
|
)
|
|
Total
|
(2.5
|
)%
|
(1.0
|
)%
|
|
•
|
decreased sales volume related to the loss of a customer in the residential and commercial business and sales declines in the infrastructure businesses;
|
|
•
|
loss of revenue related to the divestiture of a business at the end of the fourth quarter of 2013; and
|
|
•
|
unfavorable foreign currency effects.
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
|
•
|
savings generated from our PIMS initiatives including lean and supply management practices.
|
|
•
|
inflationary increases related to labor costs and certain raw materials; and
|
|
•
|
restructuring costs of
$10.0 million
in the
first nine months
of
2014
, respectively, compared to
$6.5 million
in the
first nine months
of
2013
.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 27, 2014
|
September 28, 2013
|
|
% / point change
|
|
September 27, 2014
|
September 28, 2013
|
|
% / point change
|
||||||||||
|
Net sales
|
$
|
438.8
|
|
$
|
405.9
|
|
|
8.1
|
%
|
|
$
|
1,262.7
|
|
$
|
1,213.3
|
|
|
4.1
|
%
|
|
Operating income
|
96.5
|
|
82.2
|
|
|
17.4
|
%
|
|
246.3
|
|
200.6
|
|
|
22.8
|
%
|
||||
|
% of net sales
|
22.0
|
%
|
20.3
|
%
|
|
1.7
|
pts
|
|
19.5
|
%
|
16.5
|
%
|
|
3.0
|
pts
|
||||
|
|
Three months ended September 27, 2014
|
Nine months ended September 27, 2014
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
6.9
|
%
|
3.5
|
%
|
|
Acquisition (divestiture)
|
—
|
|
(0.5
|
)
|
|
Price
|
1.5
|
|
1.4
|
|
|
Currency
|
(0.3
|
)
|
(0.3
|
)
|
|
Total
|
8.1
|
%
|
4.1
|
%
|
|
•
|
higher sales volume in the United States and Canada;
|
|
•
|
increased sales in our industrial, infrastructure and residential & commercial businesses; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
unfavorable foreign currency effects; and
|
|
•
|
loss of revenue related to the divestiture of a business at the end of the first quarter of 2013.
|
|
•
|
restructuring costs of
$5.8 million
in the
first nine months
of
2014
, compared to
$15.8 million
in the
first nine months
of
2013
;
|
|
•
|
a decrease in cost of goods sold of $5.7 million in the
first nine months
of 2014 compared to
2013
as a result of inventory fair value step-up and customer backlog recorded as part of the Merger purchase accounting in 2013, which did not recur in the
first nine months
of
2014
;
|
|
•
|
higher sales volumes in our industrial, infrastructure and residential & commercial businesses, which resulted in increased leverage on operating expenses; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
inflationary increases related to labor costs and certain raw materials.
|
|
|
Nine months ended
|
|||||
|
In millions
|
September 27,
2014 |
September 28,
2013 |
||||
|
Net cash provided by (used for) operating activities of continuing operations
|
$
|
688.2
|
|
$
|
611.4
|
|
|
Capital expenditures
|
(92.5
|
)
|
(126.3
|
)
|
||
|
Proceeds from sale of property and equipment
|
4.1
|
|
3.7
|
|
||
|
Free cash flow
|
$
|
599.8
|
|
$
|
488.8
|
|
|
•
|
diversion of management time and attention from daily operations;
|
|
•
|
difficulties integrating acquired businesses, technologies and personnel into our business;
|
|
•
|
difficulties in obtaining and verifying the financial statements and other business information of acquired businesses;
|
|
•
|
inability to obtain required regulatory approvals and/or required financing on favorable terms;
|
|
•
|
potential loss of key employees, key contractual relationships or key customers of acquired companies or of ours;
|
|
•
|
assumption of the liabilities and exposure to unforeseen liabilities of acquired companies, including risks related to the U.S. Foreign Corrupt Practices Act (the “FCPA”); and
|
|
•
|
dilution of interests of holders of our shares through the issuance of equity securities or equity-linked securities.
|
|
•
|
changes in general economic and political conditions in countries where we operate, particularly in emerging markets;
|
|
•
|
relatively more severe economic conditions in some international markets than in the United States;
|
|
•
|
the difficulty of enforcing agreements and collecting receivables through foreign legal systems;
|
|
•
|
the difficulty of communicating and monitoring standards and directives across our global network of after-market service centers and manufacturing facilities;
|
|
•
|
trade protection measures and import or export licensing requirements and restrictions;
|
|
•
|
the possibility of terrorist action affecting us or our operations;
|
|
•
|
the threat of nationalization and expropriation;
|
|
•
|
the imposition of tariffs, exchange controls or other trade restrictions;
|
|
•
|
difficulty in staffing and managing widespread operations in non-U.S. labor markets;
|
|
•
|
changes in tax treaties, laws or rulings that could have an adverse impact on our effective tax rate;
|
|
•
|
limitations on repatriation of earnings;
|
|
•
|
the difficulty of protecting intellectual property in foreign countries; and
|
|
•
|
changes in and required compliance with a variety of Non-U.S. laws and regulations.
|
|
•
|
actual or anticipated fluctuations in our operating results due to factors related to our business;
|
|
•
|
success or failure of our business strategy;
|
|
•
|
our quarterly or annual earnings, or those of other companies in our industry;
|
|
•
|
our ability to obtain third-party financing as needed;
|
|
•
|
announcements by us or our competitors of significant acquisitions or dispositions;
|
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
|
•
|
changes in earnings estimates by us or securities analysts or our ability to meet those estimates;
|
|
•
|
the operating and share price performance of other comparable companies;
|
|
•
|
investor perception of us;
|
|
•
|
natural or other environmental disasters that investors believe may affect us;
|
|
•
|
overall market fluctuations;
|
|
•
|
results from any material litigation, including asbestos claims, government investigations or environmental liabilities;
|
|
•
|
changes in laws and regulations affecting our business; and
|
|
•
|
general economic conditions and other external factors.
|
|
•
|
the challenge of integrating the Pentair, Inc. and Flow Control businesses while carrying on the ongoing operations of each entity;
|
|
•
|
the necessity of coordinating geographically separate organizations;
|
|
•
|
the challenge of integrating the business cultures of the Pentair, Inc. and Flow Control businesses, which may prove to be incompatible;
|
|
•
|
the challenge and cost of integrating the information technology systems of the Pentair, Inc. and Flow Control businesses; and
|
|
•
|
the potential difficulty in retaining key executives and personnel of the Pentair, Inc. and Flow Control businesses.
|
|
|
(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
|
||||||
|
June 29 — July 26, 2014
|
49,411
|
|
$
|
72.49
|
|
—
|
|
$
|
699,274,364
|
|
|
July 27 — August 23, 2014
|
4,246,802
|
|
67.74
|
|
4,246,800
|
|
412,859,070
|
|
||
|
August 24 — September 27, 2014
|
1,670,736
|
|
67.85
|
|
1,663,500
|
|
300,005,353
|
|
||
|
Total
|
5,966,949
|
|
|
5,910,300
|
|
|
||||
|
(a)
|
The purchases in this column include
49,411
shares for the period
June 29 — July 26, 2014
,
2
shares for the period
July 27 — August 23, 2014
and
7,236
shares for the period
August 24 — September 27, 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 $1.0 billion.
|
|
(d)
|
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.
|
|
|
|
|
|
|
Pentair plc
|
|
|
|
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
|
|
2.1
|
|
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)).
|
|
|
|
|
|
4.1
|
|
Amended and Restated Credit Agreement, dated as of October 3, 2014, among Pentair plc, Pentair Investments Switzerland GmbH, Pentair Finance S.A., Pentair, Inc. and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K of Pentair plc filed with the Commission on October 9, 2014 (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 plc’s Quarterly Report on Form 10-Q for the quarter ended September 27, 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 and nine months ended September 27, 2014 and September 28, 2013, (ii) the Condensed Consolidated Balance Sheets as of September 27, 2014 and December 31, 2013, (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 27, 2014 and September 28, 2013, (iv) the Condensed Consolidated Statements of Changes in Equity for the nine months ended September 27, 2014 and September 28, 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 |
|---|