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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended March 28, 2015
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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
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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PART I FINANCIAL INFORMATION
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II OTHER INFORMATION
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 6.
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Three months ended
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In millions, except per-share data
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March 28,
2015 |
March 29,
2014 |
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Net sales
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$
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1,475.0
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$
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1,644.0
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Cost of goods sold
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964.8
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1,079.9
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Gross profit
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510.2
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564.1
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Selling, general and administrative
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309.2
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352.5
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Research and development
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29.8
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29.5
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Operating income
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171.2
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182.1
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Other (income) expense:
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Equity income of unconsolidated subsidiaries
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(0.5
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)
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(0.3
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)
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Net interest expense
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18.2
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16.1
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Income from continuing operations before income taxes
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153.5
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166.3
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Provision for income taxes
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35.3
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40.8
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Net income from continuing operations
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118.2
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125.5
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Loss from discontinued operations, net of tax
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(4.3
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)
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(1.3
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)
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Loss from sale / impairment of discontinued operations, net of tax
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—
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(5.6
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)
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Net income
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$
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113.9
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$
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118.6
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Comprehensive income (loss), net of tax
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Net income
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$
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113.9
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$
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118.6
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Changes in cumulative translation adjustment
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(174.2
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)
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(27.9
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)
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Changes in market value of derivative financial instruments, net of $0.2 and $0.1 tax, respectively
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(0.1
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)
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0.2
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Comprehensive income (loss)
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$
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(60.4
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)
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$
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90.9
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Earnings (loss) per ordinary share
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Basic
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Continuing operations
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$
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0.66
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$
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0.64
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Discontinued operations
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(0.03
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)
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(0.04
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Basic earnings per ordinary share
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$
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0.63
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$
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0.60
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Diluted
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Continuing operations
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$
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0.65
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$
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0.63
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Discontinued operations
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(0.03
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(0.04
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)
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Diluted earnings per ordinary share
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$
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0.62
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$
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0.59
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Weighted average ordinary shares outstanding
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Basic
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180.1
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196.2
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Diluted
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182.7
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199.7
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Cash dividends paid per ordinary share
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$
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0.32
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$
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0.25
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March 28,
2015 |
December 31,
2014 |
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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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131.1
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$
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110.4
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Accounts and notes receivable, net of allowances of $84.9 and $96.5, respectively
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1,247.5
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1,205.9
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Inventories
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1,177.0
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1,130.4
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Other current assets
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412.5
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366.8
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Current assets held for sale
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8.8
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80.6
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Total current assets
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2,976.9
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2,894.1
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Property, plant and equipment, net
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915.4
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950.0
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Other assets
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Goodwill
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4,671.8
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4,741.9
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Intangibles, net
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1,559.1
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1,608.1
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Other non-current assets
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420.3
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436.2
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Non-current assets held for sale
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25.9
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24.9
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Total other assets
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6,677.1
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6,811.1
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Total assets
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$
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10,569.4
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$
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10,655.2
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Liabilities and Equity
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Current liabilities
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Current maturities of long-term debt and short-term borrowings
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$
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5.6
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$
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6.7
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Accounts payable
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504.9
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583.1
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Employee compensation and benefits
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254.9
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305.5
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Other current liabilities
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654.2
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709.1
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Current liabilities held for sale
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11.5
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35.1
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Total current liabilities
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1,431.1
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1,639.5
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Other liabilities
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Long-term debt
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3,403.4
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2,997.4
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Pension and other post-retirement compensation and benefits
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300.9
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322.0
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Deferred tax liabilities
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516.3
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528.3
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Other non-current liabilities
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490.4
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497.7
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Non-current liabilities held for sale
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4.0
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6.5
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Total liabilities
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6,146.1
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5,991.4
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Equity
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Ordinary shares $0.01, 426.0 authorized, 199.3 and 202.4 issued at March 28, 2015 and December 31, 2014, respectively
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2.0
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2.0
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Ordinary shares held in treasury, 19.5 and 19.9 shares at March 28, 2015 and December 31, 2014, respectively
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(1,230.8
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)
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(1,251.9
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)
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Additional paid-in capital
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4,048.8
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4,250.0
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Retained earnings
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2,157.9
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2,044.0
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Accumulated other comprehensive income (loss)
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(554.6
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)
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(380.3
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)
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Total equity
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4,423.3
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4,663.8
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Total liabilities and equity
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$
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10,569.4
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$
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10,655.2
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Three months ended
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In millions
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March 28,
2015 |
March 29,
2014 |
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Operating activities
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|
||||
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Net income
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$
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113.9
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$
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118.6
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Loss from discontinued operations, net of tax
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4.3
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1.3
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Loss from sale / impairment of discontinued operations, net of tax
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—
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5.6
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Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities of continuing operations
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Equity income of unconsolidated subsidiaries
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(0.5
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)
|
(0.3
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)
|
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Depreciation
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32.4
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34.8
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Amortization
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27.6
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28.5
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Deferred income taxes
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5.7
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(1.4
|
)
|
||
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Share-based compensation
|
9.7
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|
7.4
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Excess tax benefits from share-based compensation
|
(2.8
|
)
|
(6.1
|
)
|
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Loss (gain) on sale of assets
|
(1.2
|
)
|
0.3
|
|
||
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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
|
(85.8
|
)
|
(76.9
|
)
|
||
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Inventories
|
(88.2
|
)
|
(34.5
|
)
|
||
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Other current assets
|
(71.0
|
)
|
(32.2
|
)
|
||
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Accounts payable
|
(60.2
|
)
|
(35.7
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)
|
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Employee compensation and benefits
|
(33.7
|
)
|
(49.3
|
)
|
||
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Other current liabilities
|
38.8
|
|
33.4
|
|
||
|
Other non-current assets and liabilities
|
(15.2
|
)
|
(6.2
|
)
|
||
|
Net cash provided by (used for) operating activities of continuing operations
|
(126.2
|
)
|
(12.7
|
)
|
||
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Net cash provided by (used for) operating activities of discontinued operations
|
(7.0
|
)
|
15.2
|
|
||
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Net cash provided by (used for) operating activities
|
(133.2
|
)
|
2.5
|
|
||
|
Investing activities
|
|
|
||||
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Capital expenditures
|
(34.8
|
)
|
(27.2
|
)
|
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Proceeds from sale of property and equipment
|
2.3
|
|
0.4
|
|
||
|
Acquisitions, net of cash acquired
|
(3.0
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)
|
—
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Other
|
—
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(0.5
|
)
|
||
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Net cash provided by (used for) investing activities of continuing operations
|
(35.5
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)
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(27.3
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)
|
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Net cash provided by (used for) investing activities of discontinued operations
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54.9
|
|
—
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|
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Net cash provided by (used for) investing activities
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19.4
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(27.3
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)
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Financing activities
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||||
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Net receipts of short-term borrowings
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—
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0.3
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|
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Net receipts of commercial paper and revolving long-term debt
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406.0
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381.9
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Repayments of long-term debt
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(0.4
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)
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(0.9
|
)
|
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Excess tax benefits from share-based compensation
|
2.8
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|
6.1
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|
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Shares issued to employees, net of shares withheld
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8.7
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24.0
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Repurchases of ordinary shares
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(200.0
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)
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(252.2
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)
|
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Dividends paid
|
(57.5
|
)
|
(49.2
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)
|
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Purchase of noncontrolling interest
|
—
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(134.7
|
)
|
||
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Net cash provided by (used for) financing activities
|
159.6
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(24.7
|
)
|
||
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Effect of exchange rate changes on cash and cash equivalents
|
(25.1
|
)
|
(2.6
|
)
|
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Change in cash and cash equivalents
|
20.7
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(52.1
|
)
|
||
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Cash and cash equivalents, beginning of period
|
110.4
|
|
256.0
|
|
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Cash and cash equivalents, end of period
|
$
|
131.1
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$
|
203.9
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In millions
|
Ordinary shares
|
|
Treasury shares
|
Additional paid-in capital
|
Retained earnings
|
Accumulated
other
comprehensive income (loss)
|
Total Pentair plc
|
Noncontrolling interest
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Total
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||||||||||||||||||||
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Number
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Amount
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Number
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Amount
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|||||||||||||||||||||||||
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Balance - December 31, 2014
|
202.4
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$
|
2.0
|
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(19.9
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)
|
$
|
(1,251.9
|
)
|
$
|
4,250.0
|
|
$
|
2,044.0
|
|
$
|
(380.3
|
)
|
$
|
4,663.8
|
|
$
|
—
|
|
$
|
4,663.8
|
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
113.9
|
|
—
|
|
113.9
|
|
—
|
|
113.9
|
|
||||||||
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Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(174.3
|
)
|
(174.3
|
)
|
—
|
|
(174.3
|
)
|
||||||||
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Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1.5
|
|
—
|
|
—
|
|
1.5
|
|
—
|
|
1.5
|
|
||||||||
|
Share repurchase
|
(3.1
|
)
|
—
|
|
|
—
|
|
—
|
|
(200.0
|
)
|
—
|
|
—
|
|
(200.0
|
)
|
—
|
|
(200.0
|
)
|
||||||||
|
Exercise of options, net of shares tendered for payment
|
—
|
|
—
|
|
|
0.3
|
|
16.0
|
|
(3.8
|
)
|
—
|
|
—
|
|
12.2
|
|
—
|
|
12.2
|
|
||||||||
|
Issuance of restricted shares, net of cancellations
|
—
|
|
—
|
|
|
0.2
|
|
7.7
|
|
(7.7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Shares surrendered by employees to pay taxes
|
—
|
|
—
|
|
|
(0.1
|
)
|
(2.6
|
)
|
(0.9
|
)
|
—
|
|
—
|
|
(3.5
|
)
|
—
|
|
(3.5
|
)
|
||||||||
|
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
9.7
|
|
—
|
|
—
|
|
9.7
|
|
—
|
|
9.7
|
|
||||||||
|
Balance - March 28, 2015
|
199.3
|
|
$
|
2.0
|
|
|
(19.5
|
)
|
$
|
(1,230.8
|
)
|
$
|
4,048.8
|
|
$
|
2,157.9
|
|
$
|
(554.6
|
)
|
$
|
4,423.3
|
|
$
|
—
|
|
$
|
4,423.3
|
|
|
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
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
118.6
|
|
—
|
|
118.6
|
|
—
|
|
118.6
|
|
||||||||
|
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(27.7
|
)
|
(27.7
|
)
|
—
|
|
(27.7
|
)
|
||||||||
|
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
0.6
|
|
—
|
|
—
|
|
0.6
|
|
—
|
|
0.6
|
|
||||||||
|
Purchase of noncontrolling interest
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(12.3
|
)
|
—
|
|
—
|
|
(12.3
|
)
|
(122.4
|
)
|
(134.7
|
)
|
||||||||
|
Share repurchase
|
—
|
|
—
|
|
|
(3.5
|
)
|
(269.6
|
)
|
—
|
|
—
|
|
—
|
|
(269.6
|
)
|
—
|
|
(269.6
|
)
|
||||||||
|
Exercise of options, net of shares tendered for payment
|
—
|
|
—
|
|
|
0.7
|
|
34.3
|
|
(7.1
|
)
|
—
|
|
—
|
|
27.2
|
|
—
|
|
27.2
|
|
||||||||
|
Issuance of restricted shares, net of cancellations
|
—
|
|
—
|
|
|
0.2
|
|
7.3
|
|
(7.3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Shares surrendered by employees to pay taxes
|
—
|
|
—
|
|
|
(0.1
|
)
|
(2.0
|
)
|
(1.2
|
)
|
—
|
|
—
|
|
(3.2
|
)
|
—
|
|
(3.2
|
)
|
||||||||
|
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
7.4
|
|
—
|
|
—
|
|
7.4
|
|
—
|
|
7.4
|
|
||||||||
|
Balance - March 29, 2014
|
213.0
|
|
$
|
113.5
|
|
|
(18.3
|
)
|
$
|
(1,105.1
|
)
|
$
|
5,051.5
|
|
$
|
1,947.7
|
|
$
|
(71.3
|
)
|
$
|
5,936.3
|
|
$
|
—
|
|
$
|
5,936.3
|
|
|
2.
|
Acquisitions
|
|
|
Three months ended
|
|||||
|
In millions
|
March 28,
2015 |
March 29,
2014 |
||||
|
Net sales
|
$
|
18.6
|
|
$
|
82.6
|
|
|
Cost of goods sold
|
18.1
|
|
68.4
|
|
||
|
Gross profit
|
$
|
0.5
|
|
$
|
14.2
|
|
|
|
|
|
||||
|
Loss from discontinued operations before income taxes
|
$
|
(5.6
|
)
|
$
|
(1.7
|
)
|
|
Income tax benefit
|
1.3
|
|
0.4
|
|
||
|
Loss from discontinued operations, net of tax
|
$
|
(4.3
|
)
|
$
|
(1.3
|
)
|
|
|
|
|
||||
|
Loss from sale / impairment of discontinued operations before income taxes
|
$
|
—
|
|
$
|
(8.0
|
)
|
|
Income tax benefit
|
—
|
|
2.4
|
|
||
|
Loss from sale / impairment of discontinued operations, net of tax
|
$
|
—
|
|
$
|
(5.6
|
)
|
|
In millions
|
March 28,
2015 |
December 31,
2014 |
||||
|
Cash and cash equivalents
|
$
|
0.2
|
|
$
|
7.0
|
|
|
Accounts and notes receivable, net
|
1.6
|
|
28.8
|
|
||
|
Inventories
|
—
|
|
30.1
|
|
||
|
Other current assets
|
7.0
|
|
14.7
|
|
||
|
Current assets held for sale
|
$
|
8.8
|
|
$
|
80.6
|
|
|
Property, plant and equipment, net
|
$
|
18.0
|
|
$
|
18.5
|
|
|
Other non-current assets
|
7.9
|
|
6.4
|
|
||
|
Non-current assets held for sale
|
$
|
25.9
|
|
$
|
24.9
|
|
|
Accounts payable
|
2.1
|
|
12.2
|
|
||
|
Employee compensation and benefits
|
4.1
|
|
11.3
|
|
||
|
Other current liabilities
|
5.3
|
|
11.6
|
|
||
|
Current liabilities held for sale
|
$
|
11.5
|
|
$
|
35.1
|
|
|
Long-term debt
|
$
|
3.9
|
|
$
|
4.0
|
|
|
Pension and other post-retirement compensation and benefits
|
0.1
|
|
2.5
|
|
||
|
Non-current liabilities held for sale
|
$
|
4.0
|
|
$
|
6.5
|
|
|
4.
|
Share Plans
|
|
|
Three months ended
|
|||||
|
In millions
|
March 28,
2015 |
March 29,
2014 |
||||
|
Restricted stock units
|
$
|
6.2
|
|
$
|
4.9
|
|
|
Stock options
|
3.5
|
|
2.5
|
|
||
|
Total share-based compensation expense
|
$
|
9.7
|
|
$
|
7.4
|
|
|
|
2015
Annual Grant
|
|
|
Risk-free interest rate
|
1.61
|
%
|
|
Expected dividend yield
|
1.96
|
%
|
|
Expected share price volatility
|
30.4
|
%
|
|
Expected term (years)
|
6.0
|
|
|
5.
|
Restructuring
|
|
|
Three months ended
|
|||||
|
In millions
|
March 28,
2015 |
March 29,
2014 |
||||
|
Severance and related costs
|
$
|
—
|
|
$
|
13.4
|
|
|
Other
|
—
|
|
4.0
|
|
||
|
Total restructuring costs
|
$
|
—
|
|
$
|
17.4
|
|
|
|
Three months ended
|
|||||
|
In millions
|
March 28,
2015 |
March 29,
2014 |
||||
|
Valves & Controls
|
$
|
—
|
|
$
|
9.8
|
|
|
Flow & Filtration Solutions
|
—
|
|
4.7
|
|
||
|
Water Quality Systems
|
—
|
|
0.3
|
|
||
|
Technical Solutions
|
—
|
|
2.6
|
|
||
|
Consolidated
|
$
|
—
|
|
$
|
17.4
|
|
|
In millions
|
March 28,
2015 |
||
|
Beginning balance
|
$
|
73.4
|
|
|
Cash payments and other
|
(12.5
|
)
|
|
|
Ending balance
|
$
|
60.9
|
|
|
6.
|
Earnings Per Share
|
|
|
Three months ended
|
|||||
|
In millions, except per-share data
|
March 28,
2015 |
March 29,
2014 |
||||
|
Net income
|
$
|
113.9
|
|
$
|
118.6
|
|
|
Net income from continuing operations
|
$
|
118.2
|
|
$
|
125.5
|
|
|
Weighted average ordinary shares outstanding
|
|
|
||||
|
Basic
|
180.1
|
|
196.2
|
|
||
|
Dilutive impact of stock options and restricted stock units
|
2.6
|
|
3.5
|
|
||
|
Diluted
|
182.7
|
|
199.7
|
|
||
|
Earnings (loss) per ordinary share
|
|
|
||||
|
Basic
|
|
|
||||
|
Continuing operations
|
$
|
0.66
|
|
$
|
0.64
|
|
|
Discontinued operations
|
(0.03
|
)
|
(0.04
|
)
|
||
|
Basic earnings per ordinary share
|
$
|
0.63
|
|
$
|
0.60
|
|
|
Diluted
|
|
|
||||
|
Continuing operations
|
$
|
0.65
|
|
$
|
0.63
|
|
|
Discontinued operations
|
(0.03
|
)
|
(0.04
|
)
|
||
|
Diluted earnings per ordinary share
|
$
|
0.62
|
|
$
|
0.59
|
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
1.2
|
|
0.5
|
|
||
|
7.
|
Supplemental Balance Sheet Information
|
|
In millions
|
March 28,
2015 |
December 31,
2014 |
||||
|
Inventories
|
|
|
||||
|
Raw materials and supplies
|
$
|
447.6
|
|
$
|
460.1
|
|
|
Work-in-process
|
244.5
|
|
229.0
|
|
||
|
Finished goods
|
484.9
|
|
441.3
|
|
||
|
Total inventories
|
$
|
1,177.0
|
|
$
|
1,130.4
|
|
|
Other current assets
|
|
|
||||
|
Cost in excess of billings
|
$
|
108.9
|
|
$
|
103.5
|
|
|
Prepaid expenses
|
149.6
|
|
109.6
|
|
||
|
Deferred income taxes
|
132.3
|
|
139.4
|
|
||
|
Other current assets
|
21.7
|
|
14.3
|
|
||
|
Total other current assets
|
$
|
412.5
|
|
$
|
366.8
|
|
|
Property, plant and equipment, net
|
|
|
||||
|
Land and land improvements
|
$
|
157.3
|
|
$
|
165.1
|
|
|
Buildings and leasehold improvements
|
476.1
|
|
493.5
|
|
||
|
Machinery and equipment
|
1,164.0
|
|
1,169.1
|
|
||
|
Construction in progress
|
69.4
|
|
71.0
|
|
||
|
Total property, plant and equipment
|
1,866.8
|
|
1,898.7
|
|
||
|
Accumulated depreciation and amortization
|
951.4
|
|
948.7
|
|
||
|
Total property, plant and equipment, net
|
$
|
915.4
|
|
$
|
950.0
|
|
|
Other non-current assets
|
|
|
||||
|
Asbestos-related insurance receivable
|
$
|
112.9
|
|
$
|
115.8
|
|
|
Deferred income taxes
|
87.3
|
|
87.9
|
|
||
|
Other non-current assets
|
220.1
|
|
232.5
|
|
||
|
Total other non-current assets
|
$
|
420.3
|
|
$
|
436.2
|
|
|
Other current liabilities
|
|
|
||||
|
Deferred revenue and customer deposits
|
$
|
124.9
|
|
$
|
112.7
|
|
|
Dividends payable
|
57.5
|
|
116.8
|
|
||
|
Billings in excess of cost
|
36.9
|
|
41.4
|
|
||
|
Accrued warranty
|
65.2
|
|
66.4
|
|
||
|
Other current liabilities
|
369.7
|
|
371.8
|
|
||
|
Total other current liabilities
|
$
|
654.2
|
|
$
|
709.1
|
|
|
Other non-current liabilities
|
|
|
||||
|
Asbestos-related liabilities
|
$
|
247.5
|
|
$
|
249.1
|
|
|
Taxes payable
|
61.0
|
|
61.6
|
|
||
|
Other non-current liabilities
|
181.9
|
|
187.0
|
|
||
|
Total other non-current liabilities
|
$
|
490.4
|
|
$
|
497.7
|
|
|
8.
|
Goodwill and Other Identifiable Intangible Assets
|
|
In millions
|
December 31, 2014
|
Acquisitions/
divestitures
|
Foreign currency
translation/other
|
March 28, 2015
|
||||||||
|
Valves & Controls
|
$
|
1,511.6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,511.6
|
|
|
Flow & Filtration Solutions
|
942.4
|
|
—
|
|
(55.2
|
)
|
887.2
|
|
||||
|
Water Quality Systems
|
1,137.6
|
|
—
|
|
(14.9
|
)
|
1,122.7
|
|
||||
|
Technical Solutions
|
1,150.3
|
|
6.3
|
|
(6.3
|
)
|
1,150.3
|
|
||||
|
Total goodwill
|
$
|
4,741.9
|
|
$
|
6.3
|
|
$
|
(76.4
|
)
|
$
|
4,671.8
|
|
|
|
March 28, 2015
|
|
December 31, 2014
|
||||||||||||||||
|
In millions
|
Cost
|
Accumulated
amortization
|
Net
|
|
Cost
|
Accumulated
amortization
|
Net
|
||||||||||||
|
Finite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships
|
$
|
1,229.2
|
|
$
|
(338.9
|
)
|
$
|
890.3
|
|
|
$
|
1,247.8
|
|
$
|
(325.2
|
)
|
$
|
922.6
|
|
|
Trade names
|
1.9
|
|
(1.1
|
)
|
0.8
|
|
|
2.0
|
|
(1.1
|
)
|
0.9
|
|
||||||
|
Proprietary technology and patents
|
249.6
|
|
(98.8
|
)
|
150.8
|
|
|
255.7
|
|
(96.7
|
)
|
159.0
|
|
||||||
|
Total finite-life intangibles
|
$
|
1,480.7
|
|
$
|
(438.8
|
)
|
$
|
1,041.9
|
|
|
$
|
1,505.5
|
|
$
|
(423.0
|
)
|
$
|
1,082.5
|
|
|
Indefinite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Trade names
|
517.2
|
|
—
|
|
517.2
|
|
|
525.6
|
|
—
|
|
525.6
|
|
||||||
|
Total intangibles, net
|
$
|
1,997.9
|
|
$
|
(438.8
|
)
|
$
|
1,559.1
|
|
|
$
|
2,031.1
|
|
$
|
(423.0
|
)
|
$
|
1,608.1
|
|
|
|
Q2 - Q4
|
|
|
|
|
|
||||||||||||
|
In millions
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
||||||||||||
|
Estimated amortization expense
|
$
|
87.0
|
|
$
|
108.3
|
|
$
|
106.7
|
|
$
|
103.4
|
|
$
|
96.3
|
|
$
|
91.5
|
|
|
9.
|
|
|
In millions
|
Average
interest rate at
March 28, 2015
|
Maturity
Year
|
March 28,
2015 |
December 31,
2014 |
||||
|
Commercial paper
|
0.890%
|
2019
|
$
|
1,394.1
|
|
$
|
987.6
|
|
|
Revolving credit facilities
|
1.428%
|
2019
|
9.3
|
|
9.8
|
|
||
|
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
|
|
||
|
Capital lease obligations
|
6.085%
|
2015
|
5.6
|
|
6.7
|
|
||
|
Total debt
|
|
|
3,409.0
|
|
3,004.1
|
|
||
|
Less: Current maturities and short-term borrowings
|
|
|
(5.6
|
)
|
(6.7
|
)
|
||
|
Long-term debt
|
|
|
$
|
3,403.4
|
|
$
|
2,997.4
|
|
|
|
Q2-Q4
|
|
|
|
|
|
|
|
||||||||||||||||
|
In millions
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
Total
|
||||||||||||||||
|
Contractual debt obligation maturities
|
$
|
—
|
|
$
|
—
|
|
$
|
350.0
|
|
$
|
—
|
|
$
|
2,003.4
|
|
$
|
—
|
|
$
|
1,050.0
|
|
$
|
3,403.4
|
|
|
Capital lease obligations
|
5.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5.6
|
|
||||||||
|
Total maturities
|
$
|
5.6
|
|
$
|
—
|
|
$
|
350.0
|
|
$
|
—
|
|
$
|
2,003.4
|
|
$
|
—
|
|
$
|
1,050.0
|
|
$
|
3,409.0
|
|
|
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.
|
|
|
March 28, 2015
|
|
December 31, 2014
|
||||||||||
|
In millions
|
Recorded
Amount
|
Fair
Value
|
|
Recorded
Amount
|
Fair
Value
|
||||||||
|
Variable rate debt
|
$
|
1,403.4
|
|
$
|
1,403.4
|
|
|
$
|
997.4
|
|
$
|
997.4
|
|
|
Fixed rate debt
|
2,005.6
|
|
2,090.7
|
|
|
2,006.7
|
|
2,070.4
|
|
||||
|
Total debt
|
$
|
3,409.0
|
|
$
|
3,494.1
|
|
|
$
|
3,004.1
|
|
$
|
3,067.8
|
|
|
|
March 28, 2015
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract liabilities
|
$
|
—
|
|
$
|
(6.7
|
)
|
$
|
—
|
|
$
|
(6.7
|
)
|
|
Deferred compensation plans
(1)
|
45.1
|
|
7.4
|
|
—
|
|
52.5
|
|
||||
|
Total recurring fair value measurements
|
$
|
45.1
|
|
$
|
0.7
|
|
$
|
—
|
|
$
|
45.8
|
|
|
|
December 31, 2014
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract assets
|
$
|
—
|
|
$
|
0.9
|
|
$
|
—
|
|
$
|
0.9
|
|
|
Foreign currency contract liabilities
|
—
|
|
(6.6
|
)
|
—
|
|
(6.6
|
)
|
||||
|
Deferred compensation plan
(1)
|
47.9
|
|
7.4
|
|
—
|
|
55.3
|
|
||||
|
Total recurring fair value measurements
|
$
|
47.9
|
|
$
|
1.7
|
|
$
|
—
|
|
$
|
49.6
|
|
|
Nonrecurring fair value measurements
(2)
|
|
|
|
|
||||||||
|
(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 third quarter of 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).
|
|
11.
|
Income Taxes
|
|
12.
|
Benefit Plans
|
|
|
U.S. pension plans
|
|||||
|
|
Three months ended
|
|||||
|
In millions
|
March 28,
2015 |
March 29,
2014 |
||||
|
Service cost
|
$
|
3.5
|
|
$
|
3.3
|
|
|
Interest cost
|
3.7
|
|
3.8
|
|
||
|
Expected return on plan assets
|
(2.5
|
)
|
(2.6
|
)
|
||
|
Net periodic benefit cost
|
$
|
4.7
|
|
$
|
4.5
|
|
|
|
Non-U.S. pension plans
|
|||||
|
|
Three months ended
|
|||||
|
In millions
|
March 28,
2015 |
March 29,
2014 |
||||
|
Service cost
|
$
|
2.6
|
|
$
|
2.0
|
|
|
Interest cost
|
3.8
|
|
4.7
|
|
||
|
Expected return on plan assets
|
(4.1
|
)
|
(4.2
|
)
|
||
|
Net periodic benefit cost
|
$
|
2.3
|
|
$
|
2.5
|
|
|
13.
|
Shareholders’ Equity
|
|
14.
|
Segment information
|
|
|
Three months ended
|
|||||
|
In millions
|
March 28,
2015 |
March 29,
2014 |
||||
|
Net sales
|
|
|
||||
|
Valves & Controls
|
$
|
429.2
|
|
$
|
531.0
|
|
|
Flow & Filtration Solutions
|
350.1
|
|
401.1
|
|
||
|
Water Quality Systems
|
306.9
|
|
304.0
|
|
||
|
Technical Solutions
|
395.8
|
|
415.3
|
|
||
|
Other
|
(7.0
|
)
|
(7.4
|
)
|
||
|
Consolidated
|
$
|
1,475.0
|
|
$
|
1,644.0
|
|
|
Segment income (loss)
|
|
|
||||
|
Valves & Controls
|
$
|
42.0
|
|
$
|
60.9
|
|
|
Flow & Filtration Solutions
|
29.1
|
|
34.7
|
|
||
|
Water Quality Systems
|
49.3
|
|
47.7
|
|
||
|
Technical Solutions
|
72.7
|
|
79.0
|
|
||
|
Other
|
(21.9
|
)
|
(21.7
|
)
|
||
|
Consolidated
|
$
|
171.2
|
|
$
|
200.6
|
|
|
In millions
|
March 28,
2015 |
March 29,
2014 |
||||
|
Segment income
|
$
|
171.2
|
|
$
|
200.6
|
|
|
Restructuring and other
|
—
|
|
(17.0
|
)
|
||
|
Redomicile related expenses
|
—
|
|
(1.5
|
)
|
||
|
Operating income
|
$
|
171.2
|
|
$
|
182.1
|
|
|
15.
|
Commitments and Contingencies
|
|
In millions
|
March 28,
2015 |
||
|
Beginning balance
|
$
|
66.4
|
|
|
Service and product warranty provision
|
13.8
|
|
|
|
Payments
|
(13.2
|
)
|
|
|
Foreign currency translation
|
(1.8
|
)
|
|
|
Ending balance
|
$
|
65.2
|
|
|
16.
|
Supplemental Guarantor Information
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,475.0
|
|
$
|
—
|
|
$
|
1,475.0
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
964.8
|
|
—
|
|
964.8
|
|
||||||
|
Gross profit
|
—
|
|
—
|
|
—
|
|
510.2
|
|
—
|
|
510.2
|
|
||||||
|
Selling, general and administrative
|
3.1
|
|
0.1
|
|
1.1
|
|
304.9
|
|
—
|
|
309.2
|
|
||||||
|
Research and development
|
—
|
|
—
|
|
—
|
|
29.8
|
|
—
|
|
29.8
|
|
||||||
|
Operating income (loss)
|
(3.1
|
)
|
(0.1
|
)
|
(1.1
|
)
|
175.5
|
|
—
|
|
171.2
|
|
||||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(120.7
|
)
|
(121.7
|
)
|
(118.5
|
)
|
—
|
|
360.9
|
|
—
|
|
||||||
|
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(0.5
|
)
|
—
|
|
(0.5
|
)
|
||||||
|
Net interest expense
|
—
|
|
0.9
|
|
3.5
|
|
13.8
|
|
—
|
|
18.2
|
|
||||||
|
Income (loss) from continuing operations before income taxes
|
117.6
|
|
120.7
|
|
113.9
|
|
162.2
|
|
(360.9
|
)
|
153.5
|
|
||||||
|
Provision (benefit) for income taxes
|
(0.6
|
)
|
—
|
|
—
|
|
35.9
|
|
—
|
|
35.3
|
|
||||||
|
Net income (loss) from continuing operations
|
118.2
|
|
120.7
|
|
113.9
|
|
126.3
|
|
(360.9
|
)
|
118.2
|
|
||||||
|
Loss from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(4.3
|
)
|
—
|
|
(4.3
|
)
|
||||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
(4.3
|
)
|
(4.3
|
)
|
(4.3
|
)
|
—
|
|
12.9
|
|
—
|
|
||||||
|
Net income (loss)
|
$
|
113.9
|
|
$
|
116.4
|
|
$
|
109.6
|
|
$
|
122.0
|
|
$
|
(348.0
|
)
|
$
|
113.9
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
113.9
|
|
$
|
116.4
|
|
$
|
109.6
|
|
$
|
122.0
|
|
$
|
(348.0
|
)
|
$
|
113.9
|
|
|
Changes in cumulative translation adjustment
|
(174.2
|
)
|
(174.2
|
)
|
(174.2
|
)
|
(174.2
|
)
|
522.6
|
|
(174.2
|
)
|
||||||
|
Changes in market value of derivative financial instruments
|
(0.1
|
)
|
(0.1
|
)
|
(0.1
|
)
|
(0.1
|
)
|
0.3
|
|
(0.1
|
)
|
||||||
|
Comprehensive income (loss)
|
$
|
(60.4
|
)
|
$
|
(57.9
|
)
|
$
|
(64.7
|
)
|
$
|
(52.3
|
)
|
$
|
174.9
|
|
$
|
(60.4
|
)
|
|
|
|
|
|
|
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||||
|
Assets
|
||||||||||||||||||
|
Current assets
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
$
|
—
|
|
$
|
0.2
|
|
$
|
130.9
|
|
$
|
—
|
|
$
|
131.1
|
|
|
Accounts and notes receivable, net
|
—
|
|
—
|
|
—
|
|
1,247.5
|
|
—
|
|
1,247.5
|
|
||||||
|
Inventories
|
—
|
|
—
|
|
—
|
|
1,177.0
|
|
—
|
|
1,177.0
|
|
||||||
|
Other current assets
|
1.5
|
|
15.7
|
|
6.5
|
|
416.5
|
|
(27.7
|
)
|
412.5
|
|
||||||
|
Current assets held for sale
|
—
|
|
—
|
|
—
|
|
8.8
|
|
—
|
|
8.8
|
|
||||||
|
Total current assets
|
1.5
|
|
15.7
|
|
6.7
|
|
2,980.7
|
|
(27.7
|
)
|
2,976.9
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
915.4
|
|
—
|
|
915.4
|
|
||||||
|
Other assets
|
|
|
|
|
|
|
||||||||||||
|
Investments in subsidiaries
|
4,663.3
|
|
4,825.1
|
|
7,448.9
|
|
—
|
|
(16,937.3
|
)
|
—
|
|
||||||
|
Goodwill
|
—
|
|
—
|
|
—
|
|
4,671.8
|
|
—
|
|
4,671.8
|
|
||||||
|
Intangibles, net
|
—
|
|
—
|
|
—
|
|
1,559.1
|
|
—
|
|
1,559.1
|
|
||||||
|
Other non-current assets
|
115.2
|
|
—
|
|
2,008.6
|
|
294.7
|
|
(1,998.2
|
)
|
420.3
|
|
||||||
|
Non-current assets held for sale
|
—
|
|
—
|
|
—
|
|
25.9
|
|
—
|
|
25.9
|
|
||||||
|
Total other assets
|
4,778.5
|
|
4,825.1
|
|
9,457.5
|
|
6,551.5
|
|
(18,935.5
|
)
|
6,677.1
|
|
||||||
|
Total assets
|
$
|
4,780.0
|
|
$
|
4,840.8
|
|
$
|
9,464.2
|
|
$
|
10,447.6
|
|
$
|
(18,963.2
|
)
|
$
|
10,569.4
|
|
|
Liabilities and Equity
|
||||||||||||||||||
|
Current liabilities
|
|
|
|
|
|
|
||||||||||||
|
Current maturities of long-term debt and short-term borrowings
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
5.6
|
|
$
|
—
|
|
$
|
5.6
|
|
|
Accounts payable
|
0.3
|
|
—
|
|
—
|
|
504.6
|
|
—
|
|
504.9
|
|
||||||
|
Employee compensation and benefits
|
0.5
|
|
0.1
|
|
—
|
|
254.3
|
|
—
|
|
254.9
|
|
||||||
|
Other current liabilities
|
64.5
|
|
1.6
|
|
13.3
|
|
602.5
|
|
(27.7
|
)
|
654.2
|
|
||||||
|
Current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
11.5
|
|
—
|
|
11.5
|
|
||||||
|
Total current liabilities
|
65.3
|
|
1.7
|
|
13.3
|
|
1,378.5
|
|
(27.7
|
)
|
1,431.1
|
|
||||||
|
Other liabilities
|
|
|
|
|
|
|
||||||||||||
|
Long-term debt
|
276.4
|
|
175.8
|
|
3,267.1
|
|
1,682.3
|
|
(1,998.2
|
)
|
3,403.4
|
|
||||||
|
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
300.9
|
|
—
|
|
300.9
|
|
||||||
|
Deferred tax liabilities
|
—
|
|
—
|
|
2.9
|
|
513.4
|
|
—
|
|
516.3
|
|
||||||
|
Other non-current liabilities
|
15.0
|
|
—
|
|
—
|
|
475.4
|
|
—
|
|
490.4
|
|
||||||
|
Non-current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
4.0
|
|
—
|
|
4.0
|
|
||||||
|
Total liabilities
|
356.7
|
|
177.5
|
|
3,283.3
|
|
4,354.5
|
|
(2,025.9
|
)
|
6,146.1
|
|
||||||
|
Equity
|
4,423.3
|
|
4,663.3
|
|
6,180.9
|
|
6,093.1
|
|
(16,937.3
|
)
|
4,423.3
|
|
||||||
|
Total liabilities and equity
|
$
|
4,780.0
|
|
$
|
4,840.8
|
|
$
|
9,464.2
|
|
$
|
10,447.6
|
|
$
|
(18,963.2
|
)
|
$
|
10,569.4
|
|
|
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
|
$
|
79.5
|
|
$
|
102.4
|
|
$
|
107.9
|
|
$
|
(75.0
|
)
|
$
|
(348.0
|
)
|
$
|
(133.2
|
)
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(34.8
|
)
|
—
|
|
(34.8
|
)
|
||||||
|
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
2.3
|
|
—
|
|
2.3
|
|
||||||
|
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(3.0
|
)
|
—
|
|
(3.0
|
)
|
||||||
|
Net intercompany loan activity
|
—
|
|
—
|
|
(468.5
|
)
|
163.4
|
|
305.1
|
|
—
|
|
||||||
|
Net cash provided by (used for) investing activities of continuing operations
|
—
|
|
—
|
|
(468.5
|
)
|
127.9
|
|
305.1
|
|
(35.5
|
)
|
||||||
|
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
—
|
|
—
|
|
54.9
|
|
—
|
|
54.9
|
|
||||||
|
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
(468.5
|
)
|
182.8
|
|
305.1
|
|
19.4
|
|
||||||
|
Financing activities
|
|
|
|
|
|
|
||||||||||||
|
Net receipts (repayments) of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
406.5
|
|
(0.5
|
)
|
—
|
|
406.0
|
|
||||||
|
Repayments of long-term debt
|
—
|
|
—
|
|
—
|
|
(0.4
|
)
|
—
|
|
(0.4
|
)
|
||||||
|
Net change in advances to subsidiaries
|
178.0
|
|
(102.4
|
)
|
(45.8
|
)
|
(72.7
|
)
|
42.9
|
|
—
|
|
||||||
|
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
—
|
|
2.8
|
|
—
|
|
2.8
|
|
||||||
|
Shares issued to employees, net of shares withheld
|
—
|
|
—
|
|
—
|
|
8.7
|
|
—
|
|
8.7
|
|
||||||
|
Repurchases of ordinary shares
|
(200.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(200.0
|
)
|
||||||
|
Dividends paid
|
(57.5
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(57.5
|
)
|
||||||
|
Net cash provided by (used for) financing activities
|
(79.5
|
)
|
(102.4
|
)
|
360.7
|
|
(62.1
|
)
|
42.9
|
|
159.6
|
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
(25.1
|
)
|
—
|
|
(25.1
|
)
|
||||||
|
Change in cash and cash equivalents
|
—
|
|
—
|
|
0.1
|
|
20.6
|
|
—
|
|
20.7
|
|
||||||
|
Cash and cash equivalents, beginning of period
|
—
|
|
—
|
|
0.1
|
|
110.3
|
|
—
|
|
110.4
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
—
|
|
$
|
—
|
|
$
|
0.2
|
|
$
|
130.9
|
|
$
|
—
|
|
$
|
131.1
|
|
|
In millions
|
Parent
Company Guarantor |
Subsidiary
Issuer |
Non-guarantor
Subsidiaries |
Eliminations
|
Consolidated Total
|
||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
1,644.0
|
|
$
|
—
|
|
$
|
1,644.0
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
1,079.9
|
|
—
|
|
1,079.9
|
|
|||||
|
Gross profit
|
—
|
|
—
|
|
564.1
|
|
—
|
|
564.1
|
|
|||||
|
Selling, general and administrative
|
(0.3
|
)
|
3.3
|
|
349.5
|
|
—
|
|
352.5
|
|
|||||
|
Research and development
|
—
|
|
—
|
|
29.5
|
|
—
|
|
29.5
|
|
|||||
|
Operating income (loss)
|
0.3
|
|
(3.3
|
)
|
185.1
|
|
—
|
|
182.1
|
|
|||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(125.5
|
)
|
(134.0
|
)
|
—
|
|
259.5
|
|
—
|
|
|||||
|
Other (income) expense:
|
|
|
|
|
|
||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
(0.3
|
)
|
—
|
|
(0.3
|
)
|
|||||
|
Net interest expense
|
0.3
|
|
0.9
|
|
14.9
|
|
—
|
|
16.1
|
|
|||||
|
Income (loss) from continuing operations before income taxes
|
125.5
|
|
129.8
|
|
170.5
|
|
(259.5
|
)
|
166.3
|
|
|||||
|
Provision for income taxes
|
—
|
|
—
|
|
40.8
|
|
—
|
|
40.8
|
|
|||||
|
Net income (loss) from continuing operations
|
125.5
|
|
129.8
|
|
129.7
|
|
(259.5
|
)
|
125.5
|
|
|||||
|
Loss from discontinued operations, net of tax
|
—
|
|
—
|
|
(1.3
|
)
|
—
|
|
(1.3
|
)
|
|||||
|
Loss from sale of discontinued operations, net of tax
|
—
|
|
—
|
|
(5.6
|
)
|
—
|
|
(5.6
|
)
|
|||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
(6.9
|
)
|
(6.9
|
)
|
—
|
|
13.8
|
|
—
|
|
|||||
|
Net income (loss)
|
$
|
118.6
|
|
$
|
122.9
|
|
$
|
122.8
|
|
$
|
(245.7
|
)
|
$
|
118.6
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||||||
|
Net income (loss)
|
$
|
118.6
|
|
$
|
122.9
|
|
$
|
122.8
|
|
$
|
(245.7
|
)
|
$
|
118.6
|
|
|
Changes in cumulative translation adjustment
|
(27.9
|
)
|
(27.9
|
)
|
(27.9
|
)
|
55.8
|
|
(27.9
|
)
|
|||||
|
Changes in market value of derivative financial instruments
|
0.2
|
|
0.2
|
|
0.2
|
|
(0.4
|
)
|
0.2
|
|
|||||
|
Comprehensive income (loss)
|
$
|
90.9
|
|
$
|
95.2
|
|
$
|
95.1
|
|
$
|
(190.3
|
)
|
$
|
90.9
|
|
|
|
|
|
|
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated Total
|
||||||||||||
|
Assets
|
||||||||||||||||||
|
Current assets
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
110.3
|
|
$
|
—
|
|
$
|
110.4
|
|
|
Accounts and notes receivable, net
|
—
|
|
—
|
|
—
|
|
1,206.8
|
|
(0.9
|
)
|
1,205.9
|
|
||||||
|
Inventories
|
—
|
|
—
|
|
—
|
|
1,130.4
|
|
—
|
|
1,130.4
|
|
||||||
|
Other current assets
|
—
|
|
17.6
|
|
2.0
|
|
367.6
|
|
(20.4
|
)
|
366.8
|
|
||||||
|
Current assets held for sale
|
—
|
|
—
|
|
—
|
|
80.6
|
|
—
|
|
80.6
|
|
||||||
|
Total current assets
|
—
|
|
17.6
|
|
2.1
|
|
2,895.7
|
|
(21.3
|
)
|
2,894.1
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
950.0
|
|
—
|
|
950.0
|
|
||||||
|
Other assets
|
|
|
|
|
|
|
||||||||||||
|
Investments in subsidiaries
|
4,733.0
|
|
4,893.8
|
|
7,612.2
|
|
—
|
|
(17,239.0
|
)
|
—
|
|
||||||
|
Goodwill
|
—
|
|
—
|
|
—
|
|
4,741.9
|
|
—
|
|
4,741.9
|
|
||||||
|
Intangibles, net
|
—
|
|
—
|
|
—
|
|
1,608.1
|
|
—
|
|
1,608.1
|
|
||||||
|
Other non-current assets
|
80.2
|
|
—
|
|
1,381.8
|
|
345.0
|
|
(1,370.8
|
)
|
436.2
|
|
||||||
|
Non-current assets held for sale
|
—
|
|
—
|
|
—
|
|
24.9
|
|
—
|
|
24.9
|
|
||||||
|
Total other assets
|
4,813.2
|
|
4,893.8
|
|
8,994.0
|
|
6,719.9
|
|
(18,609.8
|
)
|
6,811.1
|
|
||||||
|
Total assets
|
$
|
4,813.2
|
|
$
|
4,911.4
|
|
$
|
8,996.1
|
|
$
|
10,565.6
|
|
$
|
(18,631.1
|
)
|
$
|
10,655.2
|
|
|
Liabilities and Equity
|
||||||||||||||||||
|
Current liabilities
|
|
|
|
|
|
|
||||||||||||
|
Current maturities of long-term debt and short-term borrowings
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6.7
|
|
$
|
—
|
|
$
|
6.7
|
|
|
Accounts payable
|
0.9
|
|
—
|
|
—
|
|
583.1
|
|
(0.9
|
)
|
583.1
|
|
||||||
|
Employee compensation and benefits
|
0.2
|
|
0.6
|
|
—
|
|
304.7
|
|
—
|
|
305.5
|
|
||||||
|
Other current liabilities
|
120.6
|
|
2.2
|
|
10.9
|
|
595.8
|
|
(20.4
|
)
|
709.1
|
|
||||||
|
Current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
35.1
|
|
—
|
|
35.1
|
|
||||||
|
Total current liabilities
|
121.7
|
|
2.8
|
|
10.9
|
|
1,525.4
|
|
(21.3
|
)
|
1,639.5
|
|
||||||
|
Other liabilities
|
|
|
|
|
|
|
||||||||||||
|
Long-term debt
|
11.4
|
|
175.6
|
|
2,860.6
|
|
1,320.6
|
|
(1,370.8
|
)
|
2,997.4
|
|
||||||
|
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
322.0
|
|
—
|
|
322.0
|
|
||||||
|
Deferred tax liabilities
|
—
|
|
—
|
|
2.9
|
|
525.4
|
|
—
|
|
528.3
|
|
||||||
|
Other non-current liabilities
|
16.3
|
|
—
|
|
—
|
|
481.4
|
|
—
|
|
497.7
|
|
||||||
|
Non-current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
6.5
|
|
—
|
|
6.5
|
|
||||||
|
Total liabilities
|
149.4
|
|
178.4
|
|
2,874.4
|
|
4,181.3
|
|
(1,392.1
|
)
|
5,991.4
|
|
||||||
|
Equity
|
4,663.8
|
|
4,733.0
|
|
6,121.7
|
|
6,384.3
|
|
(17,239.0
|
)
|
4,663.8
|
|
||||||
|
Total liabilities and equity
|
$
|
4,813.2
|
|
$
|
4,911.4
|
|
$
|
8,996.1
|
|
$
|
10,565.6
|
|
$
|
(18,631.1
|
)
|
$
|
10,655.2
|
|
|
In millions
|
Parent
Company Guarantor |
Subsidiary
Issuer |
Non-guarantor
Subsidiaries |
Eliminations
|
Consolidated Total
|
||||||||||
|
Operating activities
|
|
|
|
|
|
||||||||||
|
Net cash provided by (used for) operating activities
|
$
|
118.0
|
|
$
|
125.6
|
|
$
|
4.6
|
|
$
|
(245.7
|
)
|
$
|
2.5
|
|
|
Investing activities
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
—
|
|
—
|
|
(27.2
|
)
|
—
|
|
(27.2
|
)
|
|||||
|
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
0.4
|
|
—
|
|
0.4
|
|
|||||
|
Other
|
—
|
|
—
|
|
(0.5
|
)
|
—
|
|
(0.5
|
)
|
|||||
|
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
(27.3
|
)
|
—
|
|
(27.3
|
)
|
|||||
|
Financing activities
|
|
|
|
|
|
||||||||||
|
Net receipts of short-term borrowings
|
—
|
|
—
|
|
0.3
|
|
—
|
|
0.3
|
|
|||||
|
Net receipts of commercial paper and revolving long-term debt
|
—
|
|
367.4
|
|
14.5
|
|
—
|
|
381.9
|
|
|||||
|
Repayments of long-term debt
|
—
|
|
—
|
|
(0.9
|
)
|
—
|
|
(0.9
|
)
|
|||||
|
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
6.1
|
|
—
|
|
6.1
|
|
|||||
|
Net change in advances to subsidiaries
|
(69.1
|
)
|
(539.6
|
)
|
363.0
|
|
245.7
|
|
—
|
|
|||||
|
Shares issued to employees, net of shares withheld
|
—
|
|
—
|
|
24.0
|
|
—
|
|
24.0
|
|
|||||
|
Repurchases of ordinary shares
|
—
|
|
—
|
|
(252.2
|
)
|
—
|
|
(252.2
|
)
|
|||||
|
Dividends paid
|
(49.2
|
)
|
—
|
|
—
|
|
—
|
|
(49.2
|
)
|
|||||
|
Purchase of noncontrolling interest
|
—
|
|
—
|
|
(134.7
|
)
|
—
|
|
(134.7
|
)
|
|||||
|
Net cash provided by (used for) financing activities
|
(118.3
|
)
|
(172.2
|
)
|
20.1
|
|
245.7
|
|
(24.7
|
)
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
(2.6
|
)
|
—
|
|
(2.6
|
)
|
|||||
|
Change in cash and cash equivalents
|
(0.3
|
)
|
(46.6
|
)
|
(5.2
|
)
|
—
|
|
(52.1
|
)
|
|||||
|
Cash and cash equivalents, beginning of period
|
0.5
|
|
47.0
|
|
208.5
|
|
—
|
|
256.0
|
|
|||||
|
Cash and cash equivalents, end of period
|
$
|
0.2
|
|
$
|
0.4
|
|
$
|
203.3
|
|
$
|
—
|
|
$
|
203.9
|
|
|
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.
|
|
•
|
Flow & Filtration Solutions
— The Flow & Filtration Solutions segment designs, manufactures, markets and services solutions for the toughest filtration, separation, flow and fluid management challenges in agriculture, food and beverage processing, water supply and disposal and a variety of industrial applications.
|
|
•
|
Water Quality Systems
— The Water Quality Systems segment designs, manufactures, markets and services innovative water system products and solutions to meet filtration and fluid management challenges in food and beverage, water, swimming pools and aquaculture applications.
|
|
•
|
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.
|
|
•
|
In late
2014
and continuing in the
first three months
of
2015
, our results were negatively impacted due to the strengthening of the U.S. dollar against most key global currencies, and we expect this trend to continue for the remainder of 2015.
|
|
•
|
In the
first three months
of
2015
, we experienced softness in project orders, particularly in fast growth areas such as China, Brazil and the Middle East. We expect market uncertainty to continue and oil prices to remain volatile throughout 2015.
|
|
•
|
We plan to initiate further cost take-out actions in 2015 to offset the negative earnings impact of foreign exchange and core revenue decline.
|
|
•
|
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 favorable long-term outlook for our end-markets, we experience differing levels of volatility depending on the end-market and may continue to do so over the medium and longer term. While we believe the general trends are favorable, factors specific to each of our major end-markets may negatively affect the capital spending plans of our customers and lead to lower sales volumes for us.
|
|
•
|
Through
2014
and the
first three months
of
2015
, 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
2014
was
$888.5 million
. Our free cash flow for the
first three months
of
2015
was a usage of
$158.7 million
; we continue to expect to generate free cash flow in excess of 100 percent of our net income in
2015
. 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.
|
|
•
|
Increasing our presence in both fast growth and developed regions and vertical focus to grow in those markets in which we have competitive advantages;
|
|
•
|
Optimizing our technological capabilities to increasingly generate innovative new products;
|
|
•
|
Focusing on developing global talent in light of our increased global presence; 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
|
March 28, 2015
|
March 29, 2014
|
$
change
|
% / point
change
|
|||||||
|
Net sales
|
$
|
1,475.0
|
|
$
|
1,644.0
|
|
$
|
(169.0
|
)
|
(10.3
|
)%
|
|
Cost of goods sold
|
964.8
|
|
1,079.9
|
|
(115.1
|
)
|
(10.7
|
)%
|
|||
|
Gross profit
|
510.2
|
|
564.1
|
|
(53.9
|
)
|
(9.6
|
)%
|
|||
|
% of net sales
|
34.6
|
%
|
34.3
|
%
|
|
0.3
|
pts
|
||||
|
|
|
|
|
|
|
||||||
|
Selling, general and administrative
|
309.2
|
|
352.5
|
|
(43.3
|
)
|
(12.3
|
)%
|
|||
|
% of net sales
|
21.0
|
%
|
21.4
|
%
|
|
(0.4
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Operating income
|
171.2
|
|
182.1
|
|
(10.9
|
)
|
(6.0
|
)%
|
|||
|
% of net sales
|
11.6
|
%
|
11.1
|
%
|
|
0.5
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Net interest expense
|
18.2
|
|
16.1
|
|
2.1
|
|
13.0
|
%
|
|||
|
|
|
|
|
|
|||||||
|
Net income from continuing operations before income taxes
|
153.5
|
|
166.3
|
|
(12.8
|
)
|
(7.7
|
)%
|
|||
|
Provision for income taxes
|
35.3
|
|
40.8
|
|
(5.5
|
)
|
(13.5
|
)%
|
|||
|
Effective tax rate
|
23.0
|
%
|
24.5
|
%
|
|
(1.5
|
) pts
|
||||
|
|
|
|
|
|
|
|
Three months ended March 28, 2015
|
|
|
|
over the prior year period
|
|
|
Volume
|
(4.5
|
)%
|
|
Price
|
0.5
|
|
|
Core Growth
|
(4.0
|
)
|
|
Currency
|
(6.3
|
)
|
|
Total
|
(10.3
|
)%
|
|
•
|
slower than expected oil and gas industry shipments and orders, broad-based slowing of global capital spending and customer inventory de-stocking; and
|
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects.
|
|
•
|
core sales growth in Water Quality Systems and Technical Solutions, primarily as the result of increased volume in the United States; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
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 to mitigate inflationary cost increases.
|
|
•
|
lower core sales volumes, which resulted in decreased leverage on fixed expenses included in cost of goods sold; and
|
|
•
|
inflationary increases related to raw materials and labor costs.
|
|
•
|
restructuring costs of
$17.4 million
in the
first quarter
of
2014
that did not recur in the
first quarter
of
2015
; and
|
|
•
|
savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
|
•
|
lower sales volume and the resulting loss of leverage on fixed operating expenses.
|
|
•
|
the impact of higher debt levels during the
first three months
of
2015
, compared to the
first three months
of
2014
.
|
|
•
|
reduced overall interest rates in effect on our outstanding debt.
|
|
|
Three months ended
|
|
|
||||||
|
In millions
|
March 28, 2015
|
March 29, 2014
|
|
% / point change
|
|||||
|
Net sales
|
$
|
429.2
|
|
$
|
531.0
|
|
|
(19.2
|
)%
|
|
Segment income
|
42.0
|
|
60.9
|
|
|
(31.0
|
)%
|
||
|
% of net sales
|
9.8
|
%
|
11.5
|
%
|
|
(1.7
|
) pts
|
||
|
|
Three months ended March 28, 2015
|
|
|
|
over the prior year period
|
|
|
Volume
|
(11.1
|
)%
|
|
Price
|
—
|
|
|
Core Growth
|
(11.1
|
)
|
|
Currency
|
(8.1
|
)
|
|
Total
|
(19.2
|
)%
|
|
•
|
lower than expected oil and gas industry shipments and orders and broad-based slowing of global capital spending;
|
|
•
|
continued sales decline in the mining industry; and
|
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects.
|
|
|
Three months ended March 28, 2015
|
|
|
|
over the prior year period
|
|
|
Growth
|
(3.7
|
) pts
|
|
Inflation
|
(1.1
|
)
|
|
Productivity/Price
|
3.1
|
|
|
Total
|
(1.7
|
) pts
|
|
•
|
lower core sales volumes, which resulted in decreased leverage on operating expenses; and
|
|
•
|
inflationary cost increases.
|
|
•
|
savings generated from our PIMS initiatives, including lean and supply management practices.
|
|
|
Three months ended
|
|
|
||||||
|
In millions
|
March 28, 2015
|
March 29, 2014
|
|
% / point change
|
|||||
|
Net sales
|
$
|
350.1
|
|
$
|
401.1
|
|
|
(12.7
|
)%
|
|
Segment income
|
29.1
|
|
34.7
|
|
|
(16.1
|
)%
|
||
|
% of net sales
|
8.3
|
%
|
8.7
|
%
|
|
(0.4
|
) pts
|
||
|
|
Three months ended March 28, 2015
|
|
|
|
over the prior year period
|
|
|
Volume
|
(7.9
|
)%
|
|
Price
|
1.4
|
|
|
Core Growth
|
(6.5
|
)
|
|
Currency
|
(6.2
|
)
|
|
Total
|
(12.7
|
)%
|
|
•
|
core sales declines due to depression of global agricultural markets, broad-based slowing of global capital spending and customer inventory de-stocking;
|
|
•
|
decreased sales volume related to the loss of a customer in the residential retail business during the second half of 2014; and
|
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects.
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
|
Three months ended March 28, 2015
|
|
|
|
over the prior year period
|
|
|
Growth
|
(3.6
|
) pts
|
|
Inflation
|
(1.3
|
)
|
|
Productivity/Price
|
4.5
|
|
|
Total
|
(0.4
|
) pts
|
|
•
|
inflationary increases related to certain raw materials;
|
|
•
|
lower core sales volumes, which resulted in decreased leverage on operating expenses; and
|
|
•
|
decreased sales volume related to the loss of a customer in the residential retail business during the second half of 2014.
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
|
Three months ended
|
|
|
||||||
|
In millions
|
March 28, 2015
|
March 29, 2014
|
|
% / point change
|
|||||
|
Net sales
|
$
|
306.9
|
|
$
|
304.0
|
|
|
1.0
|
%
|
|
Segment income
|
49.3
|
|
47.7
|
|
|
3.4
|
%
|
||
|
% of net sales
|
16.1
|
%
|
15.7
|
%
|
|
0.4
|
pts
|
||
|
|
Three months ended March 28, 2015
|
|
|
|
over the prior year period
|
|
|
Volume
|
3.5
|
%
|
|
Price
|
0.7
|
|
|
Core Growth
|
4.2
|
|
|
Currency
|
(3.2
|
)
|
|
Total
|
1.0
|
%
|
|
•
|
core sales growth related to higher sales of certain pool products primarily serving the North American residential housing market and increased demand for global food & beverage solutions for the first three months of
2015
;
|
|
•
|
core sales growth in the United States; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects.
|
|
|
Three months ended March 28, 2015
|
|
|
|
over the prior year period
|
|
|
Growth
|
0.5
|
pts
|
|
Inflation
|
(1.9
|
)
|
|
Productivity/Price
|
1.8
|
|
|
Total
|
0.4
|
pts
|
|
•
|
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.
|
|
|
Three months ended
|
|
|
||||||
|
In millions
|
March 28, 2015
|
March 29, 2014
|
|
% / point change
|
|||||
|
Net sales
|
$
|
395.8
|
|
$
|
415.3
|
|
|
(4.7
|
)%
|
|
Segment income
|
72.7
|
|
79.0
|
|
|
(8.0
|
)%
|
||
|
% of net sales
|
18.4
|
%
|
19.1
|
%
|
|
(0.7
|
) pts
|
||
|
|
Three months ended March 28, 2015
|
|
|
|
over the prior year period
|
|
|
Volume
|
1.1
|
%
|
|
Price
|
0.4
|
|
|
Core Growth
|
1.5
|
|
|
Currency
|
(6.2
|
)
|
|
Total
|
(4.7
|
)%
|
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects; and
|
|
•
|
a decrease in demand for products in fast growth regions.
|
|
•
|
higher project core sales volume in the Unites States and Canada; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
|
Three months ended March 28, 2015
|
|
|
|
over the prior year period
|
|
|
Growth
|
(0.1
|
) pts
|
|
Inflation
|
(1.4
|
)
|
|
Productivity/Price
|
0.8
|
|
|
Total
|
(0.7
|
) pts
|
|
•
|
high margin project sales in the
first quarter
of
2014
that did not recur in the
first quarter
of
2015
;
|
|
•
|
lower core sales volumes in our industrial business, which resulted in decreased leverage on operating expenses; and
|
|
•
|
inflationary increases related to labor costs and certain raw materials.
|
|
•
|
higher core sales volumes in our infrastructure and residential & commercial businesses, which resulted in increased leverage on operating expenses; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
|
Three months ended
|
|||||
|
In millions
|
March 28,
2015 |
March 29,
2014 |
||||
|
Net cash provided by (used for) operating activities of continuing operations
|
$
|
(126.2
|
)
|
$
|
(12.7
|
)
|
|
Capital expenditures
|
(34.8
|
)
|
(27.2
|
)
|
||
|
Proceeds from sale of property and equipment
|
2.3
|
|
0.4
|
|
||
|
Free cash flow
|
$
|
(158.7
|
)
|
$
|
(39.5
|
)
|
|
|
(a)
|
(b)
|
(c)
|
(d)
|
||||||
|
Period
|
Total number
of shares
purchased
|
Average price
paid per share
|
Total number of shares
purchased as part of
publicly announced
plans or programs
|
Dollar value of shares
that may yet be
purchased under the
plans or programs
|
||||||
|
January 1 — January 24, 2015
|
3,123,474
|
|
$
|
64.87
|
|
3,081,827
|
|
$
|
800,000,049
|
|
|
January 25 — February 21, 2015
|
472
|
|
66.87
|
|
—
|
|
800,000,049
|
|
||
|
February 22 — March 28, 2015
|
11,349
|
|
65.61
|
|
—
|
|
800,000,049
|
|
||
|
Total
|
3,135,295
|
|
|
3,081,827
|
|
|
||||
|
(a)
|
The purchases in this column include
41,647
shares for the period
January 1 — January 24, 2015
,
472
shares for the period
January 25 — February 21, 2015
and
11,349
shares for the period
February 22 — March 28, 2015
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 ordinary shares up to a maximum dollar limit of $1.0 billion.
|
|
(d)
|
In December 2014, our Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $1.0 billion. This authorization expires on December 31, 2019.
|
|
|
|
|
|
|
Pentair plc
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
By
|
/s/ John L. Stauch
|
|
|
|
John L. Stauch
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
By
|
/s/ Mark C. Borin
|
|
|
|
Mark C. Borin
|
|
|
|
Chief Accounting Officer and Treasurer
|
|
31.1
|
|
Certification of Chief Executive Officer.
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer.
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
101
|
|
The following materials from Pentair plc’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2015 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 28, 2015 and March 29, 2014, (ii) the Condensed Consolidated Balance Sheets as of March 28, 2015 and December 31, 2014, (iii) the Condensed Consolidated Statements of Cash Flows for the three months ended March 28, 2015 and March 29, 2014, (iv) the Condensed Consolidated Statements of Changes in Equity for the three months ended March 28, 2015 and March 29, 2014, and (v) Notes to Condensed Consolidated Financial Statements.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|