Price Graph
Price
Yield
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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 26, 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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Nine months ended
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||||||||||
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In millions, except per-share data
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September 26,
2015 |
September 27,
2014 |
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September 26,
2015 |
September 27,
2014 |
||||||||
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Net sales
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$
|
1,552.1
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$
|
1,758.4
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$
|
4,688.3
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$
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5,236.5
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Cost of goods sold
|
1,012.0
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1,133.7
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3,071.8
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3,401.4
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||||
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Gross profit
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540.1
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624.7
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1,616.5
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1,835.1
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||||
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Selling, general and administrative
|
330.2
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328.8
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958.7
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1,071.0
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Research and development
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29.9
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28.5
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88.7
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88.2
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||||
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Operating income
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180.0
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267.4
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569.1
|
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675.9
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||||
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Other (income) expense:
|
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||||||||
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Equity income of unconsolidated subsidiaries
|
(0.9
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)
|
(0.3
|
)
|
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(2.0
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)
|
(0.9
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)
|
||||
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Loss on sale of business
|
—
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—
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—
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0.2
|
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||||
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Net interest expense
|
31.3
|
|
17.1
|
|
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68.1
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51.1
|
|
||||
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Income from continuing operations before income taxes
|
149.6
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|
250.6
|
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503.0
|
|
625.5
|
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||||
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Provision for income taxes
|
34.4
|
|
58.1
|
|
|
115.7
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148.3
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||||
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Net income from continuing operations
|
115.2
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192.5
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387.3
|
|
477.2
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||||
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Income (loss) from discontinued operations, net of tax
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—
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1.6
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(5.6
|
)
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2.6
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Loss from sale / impairment of discontinued operations, net of tax
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—
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(380.1
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)
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(4.8
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)
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(385.7
|
)
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Net income (loss)
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$
|
115.2
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$
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(186.0
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)
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$
|
376.9
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$
|
94.1
|
|
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Comprehensive income (loss), net of tax
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||||||||
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Net income (loss)
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$
|
115.2
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|
$
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(186.0
|
)
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$
|
376.9
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$
|
94.1
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|
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Changes in cumulative translation adjustment
|
(85.8
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)
|
(178.8
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)
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(238.4
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)
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(190.3
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)
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||||
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Changes in market value of derivative financial instruments, net of $0.9, ($0.2), $1.3 and ($0.1) tax, respectively
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(0.7
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)
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0.8
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(1.6
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)
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1.2
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Comprehensive income (loss)
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$
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28.7
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$
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(364.0
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)
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$
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136.9
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$
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(95.0
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)
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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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0.64
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$
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1.01
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$
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2.15
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$
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2.47
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Discontinued operations
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—
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(1.99
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)
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(0.06
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)
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(1.98
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)
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Basic earnings (loss) per ordinary share
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$
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0.64
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$
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(0.98
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)
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$
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2.09
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$
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0.49
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Diluted
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Continuing operations
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$
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0.63
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$
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1.00
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2.12
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2.43
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Discontinued operations
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—
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(1.95
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)
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(0.06
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)
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(1.95
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Diluted earnings (loss) per ordinary share
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$
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0.63
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$
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(0.95
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)
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$
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2.06
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$
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0.48
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Weighted average ordinary shares outstanding
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Basic
|
180.2
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190.2
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180.1
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193.2
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Diluted
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182.6
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193.1
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182.6
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196.4
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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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0.30
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$
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0.96
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$
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0.80
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September 26,
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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144.9
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$
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110.4
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Accounts and notes receivable, net of allowances of $98.4 and $96.5, respectively
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1,136.5
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1,205.9
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Inventories
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1,296.2
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1,130.4
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Other current assets
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385.7
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366.8
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Current assets held for sale
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0.9
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80.6
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Total current assets
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2,964.2
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2,894.1
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Property, plant and equipment, net
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921.4
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950.0
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Other assets
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|
||||
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Goodwill
|
5,827.4
|
|
4,741.9
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|
||
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Intangibles, net
|
2,515.6
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|
1,608.1
|
|
||
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Other non-current assets
|
426.7
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|
436.2
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|
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Non-current assets held for sale
|
15.6
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|
24.9
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|
||
|
Total other assets
|
8,785.3
|
|
6,811.1
|
|
||
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Total assets
|
$
|
12,670.9
|
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$
|
10,655.2
|
|
|
Liabilities and Equity
|
||||||
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Current liabilities
|
|
|
||||
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Current maturities of long-term debt and short-term borrowings
|
$
|
3.2
|
|
$
|
6.7
|
|
|
Accounts payable
|
531.0
|
|
583.1
|
|
||
|
Employee compensation and benefits
|
264.6
|
|
305.5
|
|
||
|
Other current liabilities
|
693.9
|
|
709.1
|
|
||
|
Current liabilities held for sale
|
3.5
|
|
35.1
|
|
||
|
Total current liabilities
|
1,496.2
|
|
1,639.5
|
|
||
|
Other liabilities
|
|
|
||||
|
Long-term debt
|
4,983.2
|
|
2,997.4
|
|
||
|
Pension and other post-retirement compensation and benefits
|
301.6
|
|
322.0
|
|
||
|
Deferred tax liabilities
|
827.9
|
|
528.3
|
|
||
|
Other non-current liabilities
|
525.6
|
|
497.7
|
|
||
|
Non-current liabilities held for sale
|
0.5
|
|
6.5
|
|
||
|
Total liabilities
|
8,135.0
|
|
5,991.4
|
|
||
|
Equity
|
|
|
||||
|
Ordinary shares $0.01 par value, 426.0 authorized, 180.3 and 202.4 issued at September 26, 2015 and December 31, 2014, respectively
|
1.8
|
|
2.0
|
|
||
|
Ordinary shares held in treasury, 19.9 shares at December 31, 2014
|
—
|
|
(1,251.9
|
)
|
||
|
Additional paid-in capital
|
2,849.2
|
|
4,250.0
|
|
||
|
Retained earnings
|
2,305.2
|
|
2,044.0
|
|
||
|
Accumulated other comprehensive income (loss)
|
(620.3
|
)
|
(380.3
|
)
|
||
|
Total equity
|
4,535.9
|
|
4,663.8
|
|
||
|
Total liabilities and equity
|
$
|
12,670.9
|
|
$
|
10,655.2
|
|
|
|
Nine months ended
|
|||||
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In millions
|
September 26,
2015 |
September 27,
2014 |
||||
|
Operating activities
|
|
|
||||
|
Net income
|
$
|
376.9
|
|
$
|
94.1
|
|
|
Loss (income) from discontinued operations, net of tax
|
5.6
|
|
(2.6
|
)
|
||
|
Loss from sale / impairment of discontinued operations, net of tax
|
4.8
|
|
385.7
|
|
||
|
Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities of continuing operations
|
|
|
||||
|
Equity income of unconsolidated subsidiaries
|
(2.0
|
)
|
(0.9
|
)
|
||
|
Depreciation
|
101.4
|
|
103.9
|
|
||
|
Amortization
|
83.8
|
|
85.9
|
|
||
|
Deferred income taxes
|
1.9
|
|
6.7
|
|
||
|
Share-based compensation
|
27.5
|
|
24.8
|
|
||
|
Excess tax benefits from share-based compensation
|
(6.0
|
)
|
(10.0
|
)
|
||
|
Amortization of bridge financing fees
|
10.8
|
|
—
|
|
||
|
Loss (gain) on sales of assets and businesses
|
(7.7
|
)
|
1.2
|
|
||
|
Changes in assets and liabilities, net of effects of business acquisitions
|
|
|
||||
|
Accounts and notes receivable
|
85.8
|
|
71.5
|
|
||
|
Inventories
|
(115.3
|
)
|
(38.5
|
)
|
||
|
Other current assets
|
(45.1
|
)
|
(36.8
|
)
|
||
|
Accounts payable
|
(82.3
|
)
|
(34.4
|
)
|
||
|
Employee compensation and benefits
|
(42.0
|
)
|
(11.9
|
)
|
||
|
Other current liabilities
|
30.5
|
|
95.4
|
|
||
|
Other non-current assets and liabilities
|
(25.5
|
)
|
(45.9
|
)
|
||
|
Net cash provided by (used for) operating activities of continuing operations
|
403.1
|
|
688.2
|
|
||
|
Net cash provided by (used for) operating activities of discontinued operations
|
(7.2
|
)
|
(4.8
|
)
|
||
|
Net cash provided by (used for) operating activities
|
395.9
|
|
683.4
|
|
||
|
Investing activities
|
|
|
||||
|
Capital expenditures
|
(100.6
|
)
|
(92.5
|
)
|
||
|
Proceeds from sale of property and equipment
|
24.8
|
|
4.1
|
|
||
|
Acquisitions, net of cash acquired
|
(1,913.0
|
)
|
—
|
|
||
|
Other
|
(0.8
|
)
|
0.9
|
|
||
|
Net cash provided by (used for) investing activities of continuing operations
|
(1,989.6
|
)
|
(87.5
|
)
|
||
|
Net cash provided by (used for) investing activities of discontinued operations
|
59.0
|
|
—
|
|
||
|
Net cash provided by (used for) investing activities
|
(1,930.6
|
)
|
(87.5
|
)
|
||
|
Financing activities
|
|
|
||||
|
Net receipts (repayments) of short-term borrowings
|
(2.0
|
)
|
0.3
|
|
||
|
Net receipts of commercial paper and revolving long-term debt
|
276.5
|
|
426.2
|
|
||
|
Proceeds from long-term debt
|
1,714.8
|
|
—
|
|
||
|
Repayments of long-term debt
|
(4.6
|
)
|
(13.2
|
)
|
||
|
Debt issuance costs
|
(26.8
|
)
|
—
|
|
||
|
Excess tax benefits from share-based compensation
|
6.0
|
|
10.0
|
|
||
|
Shares issued to employees, net of shares withheld
|
21.9
|
|
30.3
|
|
||
|
Repurchases of ordinary shares
|
(200.0
|
)
|
(850.0
|
)
|
||
|
Dividends paid
|
(173.3
|
)
|
(156.2
|
)
|
||
|
Purchase of noncontrolling interest
|
—
|
|
(134.7
|
)
|
||
|
Net cash provided by (used for) financing activities
|
1,612.5
|
|
(687.3
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
(43.3
|
)
|
(8.0
|
)
|
||
|
Change in cash and cash equivalents
|
34.5
|
|
(99.4
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
110.4
|
|
256.0
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
144.9
|
|
$
|
156.6
|
|
|
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, 2014
|
202.4
|
|
$
|
2.0
|
|
|
(19.9
|
)
|
$
|
(1,251.9
|
)
|
$
|
4,250.0
|
|
$
|
2,044.0
|
|
$
|
(380.3
|
)
|
$
|
4,663.8
|
|
$
|
—
|
|
$
|
4,663.8
|
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
376.9
|
|
—
|
|
376.9
|
|
—
|
|
376.9
|
|
||||||||
|
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(240.0
|
)
|
(240.0
|
)
|
—
|
|
(240.0
|
)
|
||||||||
|
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1.5
|
|
(115.7
|
)
|
—
|
|
(114.2
|
)
|
—
|
|
(114.2
|
)
|
||||||||
|
Share repurchase
|
(3.1
|
)
|
—
|
|
|
—
|
|
—
|
|
(200.0
|
)
|
—
|
|
—
|
|
(200.0
|
)
|
—
|
|
(200.0
|
)
|
||||||||
|
Cancellation of treasury shares
|
(19.1
|
)
|
(0.2
|
)
|
|
19.1
|
|
1,210.9
|
|
(1,210.7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Exercise of options, net of shares tendered for payment
|
0.1
|
|
—
|
|
|
0.7
|
|
34.6
|
|
(7.9
|
)
|
—
|
|
—
|
|
26.7
|
|
—
|
|
26.7
|
|
||||||||
|
Issuance of restricted shares, net of cancellations
|
—
|
|
—
|
|
|
0.2
|
|
9.5
|
|
(9.5
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Shares surrendered by employees to pay taxes
|
—
|
|
—
|
|
|
(0.1
|
)
|
(3.1
|
)
|
(1.7
|
)
|
—
|
|
—
|
|
(4.8
|
)
|
—
|
|
(4.8
|
)
|
||||||||
|
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
27.5
|
|
—
|
|
—
|
|
27.5
|
|
—
|
|
27.5
|
|
||||||||
|
Balance - September 26, 2015
|
180.3
|
|
$
|
1.8
|
|
|
—
|
|
$
|
—
|
|
$
|
2,849.2
|
|
$
|
2,305.2
|
|
$
|
(620.3
|
)
|
$
|
4,535.9
|
|
$
|
—
|
|
$
|
4,535.9
|
|
|
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 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
|
|
|
2.
|
Acquisitions
|
|
In millions
|
|
||
|
Cash
|
$
|
11.6
|
|
|
Accounts receivable
|
76.7
|
|
|
|
Inventories
|
99.0
|
|
|
|
Other current assets
|
9.5
|
|
|
|
Property, plant and equipment
|
27.0
|
|
|
|
Identifiable intangible assets
|
964.6
|
|
|
|
Goodwill
|
1,102.8
|
|
|
|
Current liabilities
|
(96.0
|
)
|
|
|
Deferred income taxes, including current
|
(373.0
|
)
|
|
|
Other liabilities
|
(4.1
|
)
|
|
|
Purchase price
|
$
|
1,818.1
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions, except per-share data
|
September 26,
2015 |
September 27,
2014 |
|
September 26,
2015 |
September 27,
2014 |
||||||||
|
Pro forma net sales
|
$
|
1,670.9
|
|
$
|
1,906.4
|
|
|
$
|
5,074.5
|
|
$
|
5,659.8
|
|
|
Pro forma net income from continuing operations
|
152.2
|
|
200.3
|
|
|
433.5
|
|
481.3
|
|
||||
|
Pro forma earnings per ordinary share - continuing operations
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.84
|
|
$
|
1.05
|
|
|
$
|
2.41
|
|
$
|
2.48
|
|
|
Diluted
|
0.83
|
|
1.03
|
|
|
2.38
|
|
2.44
|
|
||||
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
September 26,
2015 |
September 27,
2014 |
||||||||
|
Net sales
|
$
|
—
|
|
$
|
74.8
|
|
|
$
|
18.6
|
|
$
|
235.4
|
|
|
Cost of goods sold
|
—
|
|
65.1
|
|
|
18.1
|
|
198.9
|
|
||||
|
Gross profit
|
$
|
—
|
|
$
|
9.7
|
|
|
$
|
0.5
|
|
$
|
36.5
|
|
|
|
|
|
|
|
|
||||||||
|
Income (loss) from discontinued operations before income taxes
|
$
|
—
|
|
$
|
0.2
|
|
|
$
|
(7.1
|
)
|
$
|
0.3
|
|
|
Income tax benefit
|
—
|
|
1.4
|
|
|
1.5
|
|
2.3
|
|
||||
|
Income (loss) from discontinued operations, net of tax
|
$
|
—
|
|
$
|
1.6
|
|
|
$
|
(5.6
|
)
|
$
|
2.6
|
|
|
|
|
|
|
|
|
||||||||
|
Loss from sale / impairment of discontinued operations before income taxes
|
$
|
—
|
|
$
|
(392.4
|
)
|
|
$
|
(4.8
|
)
|
$
|
(400.4
|
)
|
|
Income tax benefit
|
—
|
|
12.3
|
|
|
—
|
|
14.7
|
|
||||
|
Loss from sale / impairment of discontinued operations, net of tax
|
$
|
—
|
|
$
|
(380.1
|
)
|
|
$
|
(4.8
|
)
|
$
|
(385.7
|
)
|
|
In millions
|
September 26,
2015 |
December 31,
2014 |
||||
|
Cash and cash equivalents
|
$
|
—
|
|
$
|
7.0
|
|
|
Accounts and notes receivable, net
|
—
|
|
28.8
|
|
||
|
Inventories
|
—
|
|
30.1
|
|
||
|
Other current assets
|
0.9
|
|
14.7
|
|
||
|
Current assets held for sale
|
$
|
0.9
|
|
$
|
80.6
|
|
|
Property, plant and equipment, net
|
$
|
15.6
|
|
$
|
18.5
|
|
|
Other non-current assets
|
—
|
|
6.4
|
|
||
|
Non-current assets held for sale
|
$
|
15.6
|
|
$
|
24.9
|
|
|
Accounts payable
|
—
|
|
12.2
|
|
||
|
Employee compensation and benefits
|
—
|
|
11.3
|
|
||
|
Other current liabilities
|
3.5
|
|
11.6
|
|
||
|
Current liabilities held for sale
|
$
|
3.5
|
|
$
|
35.1
|
|
|
Long-term debt
|
$
|
—
|
|
$
|
4.0
|
|
|
Pension and other post-retirement compensation and benefits
|
—
|
|
2.5
|
|
||
|
Deferred tax liabilities
|
0.5
|
|
—
|
|
||
|
Non-current liabilities held for sale
|
$
|
0.5
|
|
$
|
6.5
|
|
|
4.
|
Share Plans
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
September 26,
2015 |
September 27,
2014 |
||||||||
|
Restricted stock units
|
$
|
5.4
|
|
$
|
5.6
|
|
|
$
|
17.9
|
|
$
|
16.7
|
|
|
Stock options
|
2.7
|
|
2.7
|
|
|
9.6
|
|
8.1
|
|
||||
|
Total share-based compensation expense
|
$
|
8.1
|
|
$
|
8.3
|
|
|
$
|
27.5
|
|
$
|
24.8
|
|
|
|
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
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
September 26,
2015 |
September 27,
2014 |
||||||||
|
Severance and related costs
|
$
|
14.6
|
|
$
|
—
|
|
|
$
|
35.2
|
|
$
|
34.6
|
|
|
Other
|
10.6
|
|
—
|
|
|
14.0
|
|
18.3
|
|
||||
|
Total restructuring costs
|
$
|
25.2
|
|
$
|
—
|
|
|
$
|
49.2
|
|
$
|
52.9
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
September 26,
2015 |
September 27,
2014 |
||||||||
|
Valves & Controls
|
$
|
18.0
|
|
$
|
—
|
|
|
$
|
31.6
|
|
$
|
27.7
|
|
|
Flow & Filtration Solutions
|
3.5
|
|
—
|
|
|
7.2
|
|
12.3
|
|
||||
|
Water Quality Systems
|
1.5
|
|
—
|
|
|
4.8
|
|
7.1
|
|
||||
|
Technical Solutions
|
2.2
|
|
—
|
|
|
5.6
|
|
5.8
|
|
||||
|
Consolidated
|
$
|
25.2
|
|
$
|
—
|
|
|
$
|
49.2
|
|
$
|
52.9
|
|
|
In millions
|
September 26,
2015 |
||
|
Beginning balance
|
$
|
73.4
|
|
|
Costs incurred
|
35.2
|
|
|
|
Cash payments and other
|
(37.4
|
)
|
|
|
Ending balance
|
$
|
71.2
|
|
|
6.
|
Earnings (Loss) Per Share
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions, except per-share data
|
September 26,
2015 |
September 27,
2014 |
|
September 26,
2015 |
September 27,
2014 |
||||||||
|
Net income (loss)
|
$
|
115.2
|
|
$
|
(186.0
|
)
|
|
$
|
376.9
|
|
$
|
94.1
|
|
|
Net income from continuing operations
|
$
|
115.2
|
|
$
|
192.5
|
|
|
$
|
387.3
|
|
$
|
477.2
|
|
|
Weighted average ordinary shares outstanding
|
|
|
|
|
|
||||||||
|
Basic
|
180.2
|
|
190.2
|
|
|
180.1
|
|
193.2
|
|
||||
|
Dilutive impact of stock options and restricted stock units
|
2.4
|
|
2.9
|
|
|
2.5
|
|
3.2
|
|
||||
|
Diluted
|
182.6
|
|
193.1
|
|
|
182.6
|
|
196.4
|
|
||||
|
Earnings (loss) per ordinary share
|
|
|
|
|
|
||||||||
|
Basic
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.64
|
|
$
|
1.01
|
|
|
$
|
2.15
|
|
$
|
2.47
|
|
|
Discontinued operations
|
—
|
|
(1.99
|
)
|
|
(0.06
|
)
|
(1.98
|
)
|
||||
|
Basic earnings (loss) per ordinary share
|
$
|
0.64
|
|
$
|
(0.98
|
)
|
|
$
|
2.09
|
|
$
|
0.49
|
|
|
Diluted
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.63
|
|
$
|
1.00
|
|
|
$
|
2.12
|
|
$
|
2.43
|
|
|
Discontinued operations
|
—
|
|
(1.95
|
)
|
|
(0.06
|
)
|
(1.95
|
)
|
||||
|
Diluted earnings (loss) per ordinary share
|
$
|
0.63
|
|
$
|
(0.95
|
)
|
|
$
|
2.06
|
|
$
|
0.48
|
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
1.2
|
|
0.5
|
|
|
1.2
|
|
0.5
|
|
||||
|
7.
|
Supplemental Balance Sheet Information
|
|
In millions
|
September 26,
2015 |
December 31,
2014 |
||||
|
Inventories
|
|
|
||||
|
Raw materials and supplies
|
$
|
445.9
|
|
$
|
460.1
|
|
|
Work-in-process
|
277.3
|
|
229.0
|
|
||
|
Finished goods
|
573.0
|
|
441.3
|
|
||
|
Total inventories
|
$
|
1,296.2
|
|
$
|
1,130.4
|
|
|
Other current assets
|
|
|
||||
|
Cost in excess of billings
|
$
|
125.6
|
|
$
|
103.5
|
|
|
Prepaid expenses
|
111.2
|
|
109.6
|
|
||
|
Deferred income taxes
|
126.3
|
|
139.4
|
|
||
|
Other current assets
|
22.6
|
|
14.3
|
|
||
|
Total other current assets
|
$
|
385.7
|
|
$
|
366.8
|
|
|
Property, plant and equipment, net
|
|
|
||||
|
Land and land improvements
|
$
|
145.1
|
|
$
|
165.1
|
|
|
Buildings and leasehold improvements
|
507.1
|
|
493.5
|
|
||
|
Machinery and equipment
|
1,282.6
|
|
1,169.1
|
|
||
|
Construction in progress
|
75.0
|
|
71.0
|
|
||
|
Total property, plant and equipment
|
2,009.8
|
|
1,898.7
|
|
||
|
Accumulated depreciation and amortization
|
1,088.4
|
|
948.7
|
|
||
|
Total property, plant and equipment, net
|
$
|
921.4
|
|
$
|
950.0
|
|
|
Other non-current assets
|
|
|
||||
|
Asbestos-related insurance receivable
|
$
|
111.3
|
|
$
|
115.8
|
|
|
Deferred income taxes
|
92.1
|
|
87.9
|
|
||
|
Other non-current assets
|
223.3
|
|
232.5
|
|
||
|
Total other non-current assets
|
$
|
426.7
|
|
$
|
436.2
|
|
|
Other current liabilities
|
|
|
||||
|
Deferred revenue and customer deposits
|
$
|
99.6
|
|
$
|
112.7
|
|
|
Dividends payable
|
57.7
|
|
116.8
|
|
||
|
Billings in excess of cost
|
38.1
|
|
41.4
|
|
||
|
Accrued warranty
|
61.1
|
|
66.4
|
|
||
|
Other current liabilities
|
437.4
|
|
371.8
|
|
||
|
Total other current liabilities
|
$
|
693.9
|
|
$
|
709.1
|
|
|
Other non-current liabilities
|
|
|
||||
|
Asbestos-related liabilities
|
$
|
240.1
|
|
$
|
249.1
|
|
|
Taxes payable
|
63.9
|
|
61.6
|
|
||
|
Other non-current liabilities
|
221.6
|
|
187.0
|
|
||
|
Total other non-current liabilities
|
$
|
525.6
|
|
$
|
497.7
|
|
|
8.
|
Goodwill and Other Identifiable Intangible Assets
|
|
In millions
|
December 31,
2014 |
Acquisitions/
divestitures
|
Foreign currency
translation/other
|
September 26,
2015 |
||||||||
|
Valves & Controls
|
$
|
1,511.6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,511.6
|
|
|
Flow & Filtration Solutions
|
942.4
|
|
—
|
|
(51.8
|
)
|
890.6
|
|
||||
|
Water Quality Systems
|
1,137.6
|
|
—
|
|
(14.7
|
)
|
1,122.9
|
|
||||
|
Technical Solutions
|
1,150.3
|
|
1,160.9
|
|
(8.9
|
)
|
2,302.3
|
|
||||
|
Total goodwill
|
$
|
4,741.9
|
|
$
|
1,160.9
|
|
$
|
(75.4
|
)
|
$
|
5,827.4
|
|
|
|
September 26,
2015 |
|
December 31,
2014 |
||||||||||||||||
|
In millions
|
Cost
|
Accumulated
amortization
|
Net
|
|
Cost
|
Accumulated
amortization
|
Net
|
||||||||||||
|
Finite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships
|
$
|
1,976.4
|
|
$
|
(384.3
|
)
|
$
|
1,592.1
|
|
|
$
|
1,247.8
|
|
$
|
(325.2
|
)
|
$
|
922.6
|
|
|
Trade names
|
1.8
|
|
(1.2
|
)
|
0.6
|
|
|
2.0
|
|
(1.1
|
)
|
0.9
|
|
||||||
|
Proprietary technology and patents
|
250.3
|
|
(109.5
|
)
|
140.8
|
|
|
255.7
|
|
(96.7
|
)
|
159.0
|
|
||||||
|
Total finite-life intangibles
|
$
|
2,228.5
|
|
$
|
(495.0
|
)
|
$
|
1,733.5
|
|
|
$
|
1,505.5
|
|
$
|
(423.0
|
)
|
$
|
1,082.5
|
|
|
Indefinite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Trade names
|
782.1
|
|
—
|
|
782.1
|
|
|
525.6
|
|
—
|
|
525.6
|
|
||||||
|
Total intangibles, net
|
$
|
3,010.6
|
|
$
|
(495.0
|
)
|
$
|
2,515.6
|
|
|
$
|
2,031.1
|
|
$
|
(423.0
|
)
|
$
|
1,608.1
|
|
|
|
Q4
|
|
|
|
|
|
||||||||||||
|
In millions
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
||||||||||||
|
Estimated amortization expense
|
$
|
39.4
|
|
$
|
157.4
|
|
$
|
155.9
|
|
$
|
153.5
|
|
$
|
146.7
|
|
$
|
141.6
|
|
|
9.
|
Debt
|
|
In millions
|
Average
interest rate at
September 26, 2015
|
Maturity
Year
|
September 26,
2015 |
December 31,
2014 |
||||
|
Commercial paper
|
0.885%
|
2019
|
$
|
1,082.4
|
|
$
|
987.6
|
|
|
Revolving credit facilities
|
1.451%
|
2019
|
191.5
|
|
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
|
2.900%
|
2018
|
500.0
|
|
—
|
|
||
|
Senior notes - fixed rate
|
2.650%
|
2019
|
250.0
|
|
250.0
|
|
||
|
Senior notes - fixed rate - Euro
|
2.450%
|
2019
|
559.3
|
|
—
|
|
||
|
Senior notes - fixed rate
|
3.625%
|
2020
|
400.0
|
|
—
|
|
||
|
Senior notes - fixed rate
|
5.000%
|
2021
|
500.0
|
|
500.0
|
|
||
|
Senior notes - fixed rate
|
3.150%
|
2022
|
550.0
|
|
550.0
|
|
||
|
Senior notes - fixed rate
|
4.650%
|
2025
|
250.0
|
|
—
|
|
||
|
Capital lease obligations and other
|
8.284%
|
2016
|
3.2
|
|
6.7
|
|
||
|
Total debt
|
|
|
4,986.4
|
|
3,004.1
|
|
||
|
Less: Current maturities and short-term borrowings
|
|
|
(3.2
|
)
|
(6.7
|
)
|
||
|
Long-term debt
|
|
|
$
|
4,983.2
|
|
$
|
2,997.4
|
|
|
|
Q4
|
|
|
|
|
|
|
|
||||||||||||||||
|
In millions
|
2015
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
Total
|
||||||||||||||||
|
Contractual debt obligation maturities
|
$
|
350.3
|
|
$
|
—
|
|
$
|
350.0
|
|
$
|
500.0
|
|
$
|
2,083.2
|
|
$
|
400.0
|
|
$
|
1,300.0
|
|
$
|
4,983.5
|
|
|
Capital lease obligations
|
1.7
|
|
1.2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.9
|
|
||||||||
|
Total maturities
|
$
|
352.0
|
|
$
|
1.2
|
|
$
|
350.0
|
|
$
|
500.0
|
|
$
|
2,083.2
|
|
$
|
400.0
|
|
$
|
1,300.0
|
|
$
|
4,986.4
|
|
|
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 26,
2015 |
|
December 31,
2014 |
||||||||||
|
In millions
|
Recorded
Amount
|
Fair
Value
|
|
Recorded
Amount
|
Fair
Value
|
||||||||
|
Variable rate debt
|
$
|
1,274.2
|
|
$
|
1,274.2
|
|
|
$
|
997.4
|
|
$
|
997.4
|
|
|
Fixed rate debt
|
3,712.2
|
|
3,782.1
|
|
|
2,006.7
|
|
2,070.4
|
|
||||
|
Total debt
|
$
|
4,986.4
|
|
$
|
5,056.3
|
|
|
$
|
3,004.1
|
|
$
|
3,067.8
|
|
|
|
September 26,
2015 |
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract liabilities
|
$
|
—
|
|
$
|
(13.5
|
)
|
$
|
—
|
|
$
|
(13.5
|
)
|
|
Deferred compensation plan assets
(1)
|
42.2
|
|
8.0
|
|
—
|
|
50.2
|
|
||||
|
Total recurring fair value measurements
|
$
|
42.2
|
|
$
|
(5.5
|
)
|
$
|
—
|
|
$
|
36.7
|
|
|
|
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 assets
(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
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
September 26,
2015 |
September 27,
2014 |
||||||||
|
Service cost
|
$
|
3.5
|
|
$
|
3.3
|
|
|
$
|
10.5
|
|
$
|
9.9
|
|
|
Interest cost
|
3.7
|
|
3.8
|
|
|
11.1
|
|
11.4
|
|
||||
|
Expected return on plan assets
|
(2.5
|
)
|
(2.6
|
)
|
|
(7.5
|
)
|
(7.8
|
)
|
||||
|
Net periodic benefit cost
|
$
|
4.7
|
|
$
|
4.5
|
|
|
$
|
14.1
|
|
$
|
13.5
|
|
|
|
Non-U.S. pension plans
|
||||||||||||
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
September 26,
2015 |
September 27,
2014 |
||||||||
|
Service cost
|
$
|
2.6
|
|
$
|
2.0
|
|
|
$
|
7.8
|
|
$
|
6.0
|
|
|
Interest cost
|
3.8
|
|
4.7
|
|
|
11.4
|
|
14.1
|
|
||||
|
Expected return on plan assets
|
(4.1
|
)
|
(4.2
|
)
|
|
(12.3
|
)
|
(12.6
|
)
|
||||
|
Net periodic benefit cost
|
$
|
2.3
|
|
$
|
2.5
|
|
|
$
|
6.9
|
|
$
|
7.5
|
|
|
13.
|
Shareholders’ Equity
|
|
14.
|
Segment information
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
September 26,
2015 |
September 27,
2014 |
||||||||
|
Net sales
|
|
|
|
|
|
||||||||
|
Valves & Controls
|
$
|
440.9
|
|
$
|
607.9
|
|
|
$
|
1,366.5
|
|
$
|
1,767.5
|
|
|
Flow & Filtration Solutions
|
362.7
|
|
394.1
|
|
|
1,087.4
|
|
1,219.7
|
|
||||
|
Water Quality Systems
|
322.0
|
|
324.1
|
|
|
1,016.6
|
|
1,006.0
|
|
||||
|
Technical Solutions
|
432.3
|
|
438.8
|
|
|
1,235.2
|
|
1,262.7
|
|
||||
|
Other
|
(5.8
|
)
|
(6.5
|
)
|
|
(17.4
|
)
|
(19.4
|
)
|
||||
|
Consolidated
|
$
|
1,552.1
|
|
$
|
1,758.4
|
|
|
$
|
4,688.3
|
|
$
|
5,236.5
|
|
|
Segment income (loss)
|
|
|
|
|
|
||||||||
|
Valves & Controls
|
$
|
55.7
|
|
$
|
107.6
|
|
|
$
|
175.5
|
|
$
|
282.8
|
|
|
Flow & Filtration Solutions
|
52.8
|
|
53.5
|
|
|
145.0
|
|
157.6
|
|
||||
|
Water Quality Systems
|
60.5
|
|
56.0
|
|
|
200.5
|
|
191.0
|
|
||||
|
Technical Solutions
|
101.0
|
|
101.1
|
|
|
265.0
|
|
266.9
|
|
||||
|
Other
|
(20.8
|
)
|
(22.4
|
)
|
|
(65.1
|
)
|
(65.1
|
)
|
||||
|
Consolidated
|
$
|
249.2
|
|
$
|
295.8
|
|
|
$
|
720.9
|
|
$
|
833.2
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
September 26,
2015 |
September 27,
2014 |
||||||||
|
Segment income
|
$
|
249.2
|
|
$
|
295.8
|
|
|
$
|
720.9
|
|
$
|
833.2
|
|
|
Restructuring and other
|
(25.3
|
)
|
—
|
|
|
(50.8
|
)
|
(61.1
|
)
|
||||
|
Intangible amortization
|
(28.2
|
)
|
(28.4
|
)
|
|
(83.8
|
)
|
(85.9
|
)
|
||||
|
Inventory step-up
|
(1.4
|
)
|
—
|
|
|
(2.9
|
)
|
—
|
|
||||
|
Deal related costs and expenses
|
(14.3
|
)
|
—
|
|
|
(14.3
|
)
|
—
|
|
||||
|
Redomicile related expenses
|
—
|
|
—
|
|
|
—
|
|
(10.3
|
)
|
||||
|
Operating income
|
$
|
180.0
|
|
$
|
267.4
|
|
|
$
|
569.1
|
|
$
|
675.9
|
|
|
15.
|
Commitments and Contingencies
|
|
In millions
|
September 26,
2015 |
||
|
Beginning balance
|
$
|
66.4
|
|
|
Service and product warranty provision
|
45.4
|
|
|
|
Payments
|
(48.9
|
)
|
|
|
Foreign currency translation
|
(1.8
|
)
|
|
|
Ending balance
|
$
|
61.1
|
|
|
16.
|
Supplemental Guarantor Information
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor |
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total |
||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,552.1
|
|
$
|
—
|
|
$
|
1,552.1
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
1,012.0
|
|
—
|
|
1,012.0
|
|
||||||
|
Gross profit
|
—
|
|
—
|
|
—
|
|
540.1
|
|
—
|
|
540.1
|
|
||||||
|
Selling, general and administrative
|
17.7
|
|
0.1
|
|
1.7
|
|
310.7
|
|
—
|
|
330.2
|
|
||||||
|
Research and development
|
—
|
|
—
|
|
—
|
|
29.9
|
|
—
|
|
29.9
|
|
||||||
|
Operating income (loss)
|
(17.7
|
)
|
(0.1
|
)
|
(1.7
|
)
|
199.5
|
|
—
|
|
180.0
|
|
||||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(132.9
|
)
|
(133.0
|
)
|
(148.3
|
)
|
—
|
|
414.2
|
|
—
|
|
||||||
|
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(0.9
|
)
|
—
|
|
(0.9
|
)
|
||||||
|
Net interest expense
|
—
|
|
—
|
|
18.0
|
|
13.3
|
|
—
|
|
31.3
|
|
||||||
|
Income (loss) from continuing operations before income taxes
|
115.2
|
|
132.9
|
|
128.6
|
|
187.1
|
|
(414.2
|
)
|
149.6
|
|
||||||
|
Provision for income taxes
|
—
|
|
—
|
|
—
|
|
34.4
|
|
—
|
|
34.4
|
|
||||||
|
Net income (loss) from continuing operations
|
115.2
|
|
132.9
|
|
128.6
|
|
152.7
|
|
(414.2
|
)
|
115.2
|
|
||||||
|
Net income (loss)
|
$
|
115.2
|
|
$
|
132.9
|
|
$
|
128.6
|
|
$
|
152.7
|
|
$
|
(414.2
|
)
|
$
|
115.2
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
115.2
|
|
$
|
132.9
|
|
$
|
128.6
|
|
$
|
152.7
|
|
$
|
(414.2
|
)
|
$
|
115.2
|
|
|
Changes in cumulative translation adjustment
|
(85.8
|
)
|
(85.8
|
)
|
(85.8
|
)
|
(85.8
|
)
|
257.4
|
|
(85.8
|
)
|
||||||
|
Changes in market value of derivative financial instruments
|
(0.7
|
)
|
(0.7
|
)
|
(0.7
|
)
|
(0.7
|
)
|
2.1
|
|
(0.7
|
)
|
||||||
|
Comprehensive income (loss)
|
$
|
28.7
|
|
$
|
46.4
|
|
$
|
42.1
|
|
$
|
66.2
|
|
$
|
(154.7
|
)
|
$
|
28.7
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor |
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total |
||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
4,688.3
|
|
$
|
—
|
|
$
|
4,688.3
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
3,071.8
|
|
—
|
|
3,071.8
|
|
||||||
|
Gross profit
|
—
|
|
—
|
|
—
|
|
1,616.5
|
|
—
|
|
1,616.5
|
|
||||||
|
Selling, general and administrative
|
30.4
|
|
0.2
|
|
3.8
|
|
924.3
|
|
—
|
|
958.7
|
|
||||||
|
Research and development
|
—
|
|
—
|
|
—
|
|
88.7
|
|
—
|
|
88.7
|
|
||||||
|
Operating income (loss)
|
(30.4
|
)
|
(0.2
|
)
|
(3.8
|
)
|
603.5
|
|
—
|
|
569.1
|
|
||||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(417.0
|
)
|
(418.5
|
)
|
(428.6
|
)
|
—
|
|
1,264.1
|
|
—
|
|
||||||
|
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(2.0
|
)
|
—
|
|
(2.0
|
)
|
||||||
|
Net interest expense
|
—
|
|
1.3
|
|
21.8
|
|
45.0
|
|
—
|
|
68.1
|
|
||||||
|
Income (loss) from continuing operations before income taxes
|
386.6
|
|
417.0
|
|
403.0
|
|
560.5
|
|
(1,264.1
|
)
|
503.0
|
|
||||||
|
Provision (benefit) for income taxes
|
(0.7
|
)
|
—
|
|
—
|
|
116.4
|
|
—
|
|
115.7
|
|
||||||
|
Net income (loss) from continuing operations
|
387.3
|
|
417.0
|
|
403.0
|
|
444.1
|
|
(1,264.1
|
)
|
387.3
|
|
||||||
|
Loss from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(5.6
|
)
|
—
|
|
(5.6
|
)
|
||||||
|
Loss from sale / impairment of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(4.8
|
)
|
—
|
|
(4.8
|
)
|
||||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
(10.4
|
)
|
(10.4
|
)
|
(10.4
|
)
|
—
|
|
31.2
|
|
—
|
|
||||||
|
Net income (loss)
|
$
|
376.9
|
|
$
|
406.6
|
|
$
|
392.6
|
|
$
|
433.7
|
|
$
|
(1,232.9
|
)
|
$
|
376.9
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
376.9
|
|
$
|
406.6
|
|
$
|
392.6
|
|
$
|
433.7
|
|
$
|
(1,232.9
|
)
|
$
|
376.9
|
|
|
Changes in cumulative translation adjustment
|
(238.4
|
)
|
(238.4
|
)
|
(238.4
|
)
|
(238.4
|
)
|
715.2
|
|
(238.4
|
)
|
||||||
|
Changes in market value of derivative financial instruments
|
(1.6
|
)
|
(1.6
|
)
|
(1.6
|
)
|
(1.6
|
)
|
4.8
|
|
(1.6
|
)
|
||||||
|
Comprehensive income (loss)
|
$
|
136.9
|
|
$
|
166.6
|
|
$
|
152.6
|
|
$
|
193.7
|
|
$
|
(512.9
|
)
|
$
|
136.9
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor |
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total |
||||||||||||
|
Assets
|
||||||||||||||||||
|
Current assets
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
$
|
—
|
|
$
|
0.2
|
|
$
|
144.7
|
|
$
|
—
|
|
$
|
144.9
|
|
|
Accounts and notes receivable, net
|
—
|
|
—
|
|
—
|
|
1,136.5
|
|
—
|
|
1,136.5
|
|
||||||
|
Inventories
|
—
|
|
—
|
|
—
|
|
1,296.2
|
|
—
|
|
1,296.2
|
|
||||||
|
Other current assets
|
1.1
|
|
14.8
|
|
19.7
|
|
391.7
|
|
(41.6
|
)
|
385.7
|
|
||||||
|
Current assets held for sale
|
—
|
|
—
|
|
—
|
|
0.9
|
|
—
|
|
0.9
|
|
||||||
|
Total current assets
|
1.1
|
|
14.8
|
|
19.9
|
|
2,970.0
|
|
(41.6
|
)
|
2,964.2
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
921.4
|
|
—
|
|
921.4
|
|
||||||
|
Other assets
|
|
|
|
|
|
|
||||||||||||
|
Investments in subsidiaries
|
4,981.6
|
|
4,969.9
|
|
9,873.3
|
|
—
|
|
(19,824.8
|
)
|
—
|
|
||||||
|
Goodwill
|
—
|
|
—
|
|
—
|
|
5,827.4
|
|
—
|
|
5,827.4
|
|
||||||
|
Intangibles, net
|
—
|
|
—
|
|
—
|
|
2,515.6
|
|
—
|
|
2,515.6
|
|
||||||
|
Other non-current assets
|
36.9
|
|
—
|
|
1,232.6
|
|
367.5
|
|
(1,210.3
|
)
|
426.7
|
|
||||||
|
Non-current assets held for sale
|
—
|
|
—
|
|
—
|
|
15.6
|
|
—
|
|
15.6
|
|
||||||
|
Total other assets
|
5,018.5
|
|
4,969.9
|
|
11,105.9
|
|
8,726.1
|
|
(21,035.1
|
)
|
8,785.3
|
|
||||||
|
Total assets
|
$
|
5,019.6
|
|
$
|
4,984.7
|
|
$
|
11,125.8
|
|
$
|
12,617.5
|
|
$
|
(21,076.7
|
)
|
$
|
12,670.9
|
|
|
Liabilities and Equity
|
||||||||||||||||||
|
Current liabilities
|
|
|
|
|
|
|
||||||||||||
|
Current maturities of long-term debt and short-term borrowings
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3.2
|
|
$
|
—
|
|
$
|
3.2
|
|
|
Accounts payable
|
1.3
|
|
—
|
|
0.8
|
|
528.9
|
|
—
|
|
531.0
|
|
||||||
|
Employee compensation and benefits
|
0.3
|
|
0.1
|
|
—
|
|
264.2
|
|
—
|
|
264.6
|
|
||||||
|
Other current liabilities
|
66.1
|
|
1.4
|
|
15.8
|
|
652.2
|
|
(41.6
|
)
|
693.9
|
|
||||||
|
Current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
3.5
|
|
—
|
|
3.5
|
|
||||||
|
Total current liabilities
|
67.7
|
|
1.5
|
|
16.6
|
|
1,452.0
|
|
(41.6
|
)
|
1,496.2
|
|
||||||
|
Other liabilities
|
|
|
|
|
|
|
||||||||||||
|
Long-term debt
|
402.2
|
|
1.6
|
|
4,844.8
|
|
944.9
|
|
(1,210.3
|
)
|
4,983.2
|
|
||||||
|
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
301.6
|
|
—
|
|
301.6
|
|
||||||
|
Deferred tax liabilities
|
—
|
|
—
|
|
2.9
|
|
825.0
|
|
—
|
|
827.9
|
|
||||||
|
Other non-current liabilities
|
13.8
|
|
—
|
|
—
|
|
511.8
|
|
—
|
|
525.6
|
|
||||||
|
Non-current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
0.5
|
|
—
|
|
0.5
|
|
||||||
|
Total liabilities
|
483.7
|
|
3.1
|
|
4,864.3
|
|
4,035.8
|
|
(1,251.9
|
)
|
8,135.0
|
|
||||||
|
Equity
|
4,535.9
|
|
4,981.6
|
|
6,261.5
|
|
8,581.7
|
|
(19,824.8
|
)
|
4,535.9
|
|
||||||
|
Total liabilities and equity
|
$
|
5,019.6
|
|
$
|
4,984.7
|
|
$
|
11,125.8
|
|
$
|
12,617.5
|
|
$
|
(21,076.7
|
)
|
$
|
12,670.9
|
|
|
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
|
$
|
421.3
|
|
$
|
393.3
|
|
$
|
406.1
|
|
$
|
408.1
|
|
$
|
(1,232.9
|
)
|
$
|
395.9
|
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(100.6
|
)
|
—
|
|
(100.6
|
)
|
||||||
|
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
24.8
|
|
—
|
|
24.8
|
|
||||||
|
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(1,913.0
|
)
|
—
|
|
(1,913.0
|
)
|
||||||
|
Net intercompany loan activity
|
—
|
|
—
|
|
1,657.8
|
|
(149.8
|
)
|
(1,508.0
|
)
|
—
|
|
||||||
|
Other
|
—
|
|
—
|
|
—
|
|
(0.8
|
)
|
—
|
|
(0.8
|
)
|
||||||
|
Net cash provided by (used for) investing activities of continuing operations
|
—
|
|
—
|
|
1,657.8
|
|
(2,139.4
|
)
|
(1,508.0
|
)
|
(1,989.6
|
)
|
||||||
|
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
—
|
|
—
|
|
59.0
|
|
—
|
|
59.0
|
|
||||||
|
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
1,657.8
|
|
(2,080.4
|
)
|
(1,508.0
|
)
|
(1,930.6
|
)
|
||||||
|
Financing activities
|
|
|
|
|
|
|
||||||||||||
|
Net repayments of short-term borrowings
|
—
|
|
—
|
|
—
|
|
(2.0
|
)
|
—
|
|
(2.0
|
)
|
||||||
|
Net receipts of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
274.9
|
|
1.6
|
|
—
|
|
276.5
|
|
||||||
|
Proceeds from long-term debt
|
—
|
|
—
|
|
1,714.8
|
|
—
|
|
—
|
|
1,714.8
|
|
||||||
|
Repayments of long-term debt
|
—
|
|
—
|
|
—
|
|
(4.6
|
)
|
—
|
|
(4.6
|
)
|
||||||
|
Debt issuance costs
|
—
|
|
—
|
|
(26.8
|
)
|
—
|
|
—
|
|
(26.8
|
)
|
||||||
|
Net change in advances to subsidiaries
|
(48.0
|
)
|
(393.3
|
)
|
(4,021.2
|
)
|
1,721.6
|
|
2,740.9
|
|
—
|
|
||||||
|
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
—
|
|
6.0
|
|
—
|
|
6.0
|
|
||||||
|
Shares issued to employees, net of shares withheld
|
—
|
|
—
|
|
—
|
|
21.9
|
|
—
|
|
21.9
|
|
||||||
|
Repurchases of ordinary shares
|
(200.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(200.0
|
)
|
||||||
|
Dividends paid
|
(173.3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(173.3
|
)
|
||||||
|
Net cash provided by (used for) financing activities
|
(421.3
|
)
|
(393.3
|
)
|
(2,058.3
|
)
|
1,744.5
|
|
2,740.9
|
|
1,612.5
|
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
(5.5
|
)
|
(37.8
|
)
|
—
|
|
(43.3
|
)
|
||||||
|
Change in cash and cash equivalents
|
—
|
|
—
|
|
0.1
|
|
34.4
|
|
—
|
|
34.5
|
|
||||||
|
Cash and cash equivalents, beginning of period
|
—
|
|
—
|
|
0.1
|
|
110.3
|
|
—
|
|
110.4
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
—
|
|
$
|
—
|
|
$
|
0.2
|
|
$
|
144.7
|
|
$
|
—
|
|
$
|
144.9
|
|
|
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
|
)
|
||||||
|
Loss on sale of business
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
|
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 sale 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)
|
$
|
(186.0
|
)
|
$
|
(182.8
|
)
|
$
|
(174.0
|
)
|
$
|
(178.6
|
)
|
$
|
535.4
|
|
$
|
(186.0
|
)
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
(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)
|
$
|
(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)
|
$
|
94.1
|
|
$
|
105.4
|
|
$
|
91.1
|
|
$
|
120.6
|
|
$
|
(317.1
|
)
|
$
|
94.1
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss) before noncontrolling interest
|
$
|
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)
|
$
|
(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
|
$
|
—
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
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
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
|
|
||||||
|
Other
|
—
|
|
—
|
|
—
|
|
0.9
|
|
—
|
|
0.9
|
|
||||||
|
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
—
|
|
(87.5
|
)
|
—
|
|
(87.5
|
)
|
||||||
|
Financing activities
|
|
|
|
|
|
|
||||||||||||
|
Net receipts of short-term borrowings
|
—
|
|
—
|
|
—
|
|
0.3
|
|
—
|
|
0.3
|
|
||||||
|
Net receipts of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
416.7
|
|
9.5
|
|
—
|
|
426.2
|
|
||||||
|
Repayments of long-term debt
|
—
|
|
—
|
|
—
|
|
(13.2
|
)
|
—
|
|
(13.2
|
)
|
||||||
|
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
—
|
|
10.0
|
|
—
|
|
10.0
|
|
||||||
|
Net change in advances to subsidiaries
|
455.6
|
|
(94.2
|
)
|
(551.6
|
)
|
(126.9
|
)
|
317.1
|
|
—
|
|
||||||
|
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
|
|
|
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 nine months
of
2015
, our results were negatively impacted due to the strengthening of the U.S. dollar against most key global currencies. We expect this trend to continue for the remainder of 2015 and into 2016.
|
|
•
|
In the
first nine months
of
2015
, we experienced softness in project orders, particularly within the energy and industrial businesses. We expect market uncertainty to continue and oil prices to remain volatile throughout 2015.
|
|
•
|
In the second and third quarters of 2015, we initiated further cost take-out actions to offset the negative earnings impact of foreign exchange and core revenue decline. We expect to continue these actions for the remainder of 2015.
|
|
•
|
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 nine 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.
|
|
•
|
Increasing our presence, organically and through acquisitions, 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
|
September 26,
2015 |
September 27,
2014 |
$
change
|
% / point
change
|
|||||||
|
Net sales
|
$
|
1,552.1
|
|
$
|
1,758.4
|
|
$
|
(206.3
|
)
|
(11.7
|
)%
|
|
Cost of goods sold
|
1,012.0
|
|
1,133.7
|
|
(121.7
|
)
|
(10.7
|
)%
|
|||
|
Gross profit
|
540.1
|
|
624.7
|
|
(84.6
|
)
|
(13.5
|
)%
|
|||
|
% of net sales
|
34.8
|
%
|
35.5
|
%
|
|
(0.7
|
) pts
|
||||
|
|
|
|
|
|
|
||||||
|
Selling, general and administrative
|
330.2
|
|
328.8
|
|
1.4
|
|
0.4
|
%
|
|||
|
% of net sales
|
21.4
|
%
|
18.8
|
%
|
|
2.6
|
pts
|
||||
|
Research and development
|
29.9
|
|
28.5
|
|
1.4
|
|
4.9
|
%
|
|||
|
% of net sales
|
1.9
|
%
|
1.6
|
%
|
|
0.3
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Operating income
|
180.0
|
|
267.4
|
|
(87.4
|
)
|
(32.7
|
)%
|
|||
|
% of net sales
|
11.6
|
%
|
15.2
|
%
|
|
(3.6
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Net interest expense
|
31.3
|
|
17.1
|
|
14.2
|
|
83.0
|
%
|
|||
|
|
|
|
|
|
|||||||
|
Net income from continuing operations before income taxes
|
149.6
|
|
250.6
|
|
(101.0
|
)
|
(40.3
|
)%
|
|||
|
Provision for income taxes
|
34.4
|
|
58.1
|
|
(23.7
|
)
|
(40.8
|
)%
|
|||
|
Effective tax rate
|
23.0
|
%
|
23.2
|
%
|
|
(0.2
|
) pts
|
||||
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
$
change |
% / point
change |
|||||||
|
Net sales
|
$
|
4,688.3
|
|
$
|
5,236.5
|
|
$
|
(548.2
|
)
|
(10.5
|
)%
|
|
Cost of goods sold
|
3,071.8
|
|
3,401.4
|
|
(329.6
|
)
|
(9.7
|
)%
|
|||
|
Gross profit
|
1,616.5
|
|
1,835.1
|
|
(218.6
|
)
|
(11.9
|
)%
|
|||
|
% of net sales
|
34.5
|
%
|
35.0
|
%
|
|
(0.5
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Selling, general and administrative
|
958.7
|
|
1,071.0
|
|
(112.3
|
)
|
(10.5
|
)%
|
|||
|
% of net sales
|
20.5
|
%
|
20.6
|
%
|
|
(0.1
|
) pts
|
||||
|
Research and development
|
88.7
|
|
88.2
|
|
0.5
|
|
0.6
|
%
|
|||
|
% of net sales
|
1.9
|
%
|
1.7
|
%
|
|
0.2
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Operating income
|
569.1
|
|
675.9
|
|
(106.8
|
)
|
(15.8
|
)%
|
|||
|
% of net sales
|
12.1
|
%
|
12.9
|
%
|
|
(0.8
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Net interest expense
|
68.1
|
|
51.1
|
|
17.0
|
|
33.3
|
%
|
|||
|
|
|
|
|
|
|||||||
|
Net income from continuing operations before income taxes
|
503.0
|
|
625.5
|
|
(122.5
|
)
|
(19.6
|
)%
|
|||
|
Provision for income taxes
|
115.7
|
|
148.3
|
|
(32.6
|
)
|
(22.0
|
)%
|
|||
|
Effective tax rate
|
23.0
|
%
|
23.7
|
%
|
|
(0.7
|
) pts
|
||||
|
|
Three months ended September 26, 2015
|
Nine months ended September 26, 2015
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
(5.5
|
)%
|
(4.4
|
)%
|
|
Price
|
0.2
|
|
0.5
|
|
|
Core Growth
|
(5.3
|
)
|
(3.9
|
)
|
|
Acquisition
|
0.7
|
|
0.2
|
|
|
Currency
|
(7.1
|
)
|
(6.8
|
)
|
|
Total
|
(11.7
|
)%
|
(10.5
|
)%
|
|
•
|
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 Canada;
|
|
•
|
sales of $13.0 million in the
third quarter and first nine months
of
2015
as a result of the ERICO Acquisition;
|
|
•
|
cores sales growth in our food & beverage and residential & commercial businesses; 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.
|
|
•
|
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.
|
|
•
|
restructuring costs of
$25.2 million
in the
third quarter
of
2015
, compared to
no
restructuring costs in the
third quarter
of
2014
;
|
|
•
|
deal related costs and expenses of $14.3 million in the
third quarter
of
2015
; and
|
|
•
|
lower sales volume and the resulting loss of leverage on fixed operating expenses.
|
|
•
|
cost savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
|
•
|
restructuring costs of
$49.2 million
in the
first nine months
of
2015
, compared to restructuring costs of
$52.9 million
in the
first nine months
of
2014
; and
|
|
•
|
cost savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
|
•
|
deal related cost and expenses of $14.3 million in the
first nine months
of
2015
|
|
•
|
the amortization of $10.8 million of debt issuance costs during the
third quarter and first nine months
of
2015
related to financing commitments for a senior unsecured bridge loan facility established (and subsequently terminated upon issuance of the September 2015 issuance of senior notes discussed in Liquidity and Capital Resources below) in connection with the ERICO Acquisition;
|
|
•
|
the impact of higher debt levels during the
first nine months
of
2015
, compared to the
first nine months
of
2014
, primarily as the result of the September 2015 issuance of senior notes; and
|
|
•
|
higher interest rates on commercial paper.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
% / point change
|
|
September 26,
2015 |
September 27,
2014 |
|
% / point change
|
||||||||||
|
Net sales
|
$
|
440.9
|
|
$
|
607.9
|
|
|
(27.5
|
)%
|
|
$
|
1,366.5
|
|
$
|
1,767.5
|
|
|
(22.7
|
)%
|
|
Segment income
|
55.7
|
|
107.6
|
|
|
(48.2
|
)%
|
|
175.5
|
|
282.8
|
|
|
(37.9
|
)%
|
||||
|
% of net sales
|
12.6
|
%
|
17.7
|
%
|
|
(5.1
|
) pts
|
|
12.8
|
%
|
16.0
|
%
|
|
(3.2
|
) pts
|
||||
|
|
Three months ended September 26, 2015
|
Nine months ended September 26, 2015
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
(17.6
|
)%
|
(13.4
|
)%
|
|
Price
|
—
|
|
—
|
|
|
Core Growth
|
(17.6
|
)
|
(13.4
|
)
|
|
Currency
|
(9.9
|
)
|
(9.3
|
)
|
|
Total
|
(27.5
|
)%
|
(22.7
|
)%
|
|
•
|
lower shipments and orders within the oil & gas and industrial businesses 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.
|
|
•
|
sales growth in fast growth regions, including Southeast Asia and India.
|
|
|
Three months ended September 26, 2015
|
Nine months ended September 26, 2015
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Growth
|
(7.2
|
) pts
|
(5.3
|
) pts
|
|
Inflation
|
(1.0
|
)
|
(1.1
|
)
|
|
Productivity/Price
|
3.1
|
|
3.2
|
|
|
Total
|
(5.1
|
) pts
|
(3.2
|
) pts
|
|
•
|
lower core sales volumes, which resulted in decreased leverage on operating expenses; and
|
|
•
|
inflationary cost increases.
|
|
•
|
cost savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
% / point change
|
|
September 26,
2015 |
September 27,
2014 |
|
% / point change
|
||||||||||
|
Net sales
|
$
|
362.7
|
|
$
|
394.1
|
|
|
(8.0
|
)%
|
|
$
|
1,087.4
|
|
$
|
1,219.7
|
|
|
(10.8
|
)%
|
|
Segment income
|
52.8
|
|
53.5
|
|
|
(1.3
|
)%
|
|
145.0
|
|
157.6
|
|
|
(8.0
|
)%
|
||||
|
% of net sales
|
14.6
|
%
|
13.6
|
%
|
|
1.0
|
pts
|
|
13.3
|
%
|
12.9
|
%
|
|
0.4
|
pts
|
||||
|
|
Three months ended September 26, 2015
|
Nine months ended September 26, 2015
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
(1.9
|
)%
|
(5.3
|
)%
|
|
Price
|
0.9
|
|
1.2
|
|
|
Core Growth
|
(1.0
|
)
|
(4.1
|
)
|
|
Currency
|
(7.0
|
)
|
(6.7
|
)
|
|
Total
|
(8.0
|
)%
|
(10.8
|
)%
|
|
•
|
core sales declines due to depression of the global agricultural industry, 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;
|
|
•
|
core sales growth in our food & beverage businesses; and
|
|
•
|
core growth in fast growth regions, including the Middle East and Eastern Europe.
|
|
|
Three months ended September 26, 2015
|
Nine months ended September 26, 2015
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Growth
|
(3.1
|
) pts
|
(2.8
|
) pts
|
|
Inflation
|
(1.3
|
)
|
(1.2
|
)
|
|
Productivity/Price
|
5.4
|
|
4.4
|
|
|
Total
|
1.0
|
pts
|
0.4
|
pts
|
|
•
|
price increases more than offsetting inflationary cost increases; and
|
|
•
|
cost savings driven by previous restructuring actions.
|
|
•
|
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.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
% / point change
|
|
September 26,
2015 |
September 27,
2014 |
|
% / point change
|
||||||||||
|
Net sales
|
$
|
322.0
|
|
$
|
324.1
|
|
|
(0.7
|
)%
|
|
$
|
1,016.6
|
|
$
|
1,006.0
|
|
|
1.1
|
%
|
|
Segment income
|
60.5
|
|
56.0
|
|
|
8.0
|
%
|
|
200.5
|
|
191.0
|
|
|
5.0
|
%
|
||||
|
% of net sales
|
18.8
|
%
|
17.3
|
%
|
|
1.5
|
pts
|
|
19.7
|
%
|
19.0
|
%
|
|
0.7
|
pts
|
||||
|
|
Three months ended September 26, 2015
|
Nine months ended September 26, 2015
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
2.0
|
%
|
3.4
|
%
|
|
Price
|
0.8
|
|
0.9
|
|
|
Core Growth
|
2.8
|
|
4.3
|
|
|
Currency
|
(3.5
|
)
|
(3.2
|
)
|
|
Total
|
(0.7
|
)%
|
1.1
|
%
|
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects; and
|
|
•
|
core sales declines in our food & beverage businesses.
|
|
•
|
core sales growth related to higher sales of certain pool products primarily serving the North American residential housing market for the
third quarter
of
2015
;
|
|
•
|
core sales growth in the United States; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
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 nine months
of
2015
;
|
|
•
|
core sales growth in the United States, Canada and China; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects.
|
|
|
Three months ended September 26, 2015
|
Nine months ended September 26, 2015
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Growth
|
0.5
|
pts
|
0.2
|
pts
|
|
Inflation
|
(1.0
|
)
|
(1.3
|
)
|
|
Productivity/Price
|
2.0
|
|
1.8
|
|
|
Total
|
1.5
|
pts
|
0.7
|
pts
|
|
•
|
price increases more than offsetting inflationary cost increases; and
|
|
•
|
cost savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
|
•
|
inflationary increases related to labor costs and certain raw materials.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
|
% / point change
|
|
September 26,
2015 |
September 27,
2014 |
|
% / point change
|
||||||||||
|
Net sales
|
$
|
432.3
|
|
$
|
438.8
|
|
|
(1.5
|
)%
|
|
$
|
1,235.2
|
|
$
|
1,262.7
|
|
|
(2.2
|
)%
|
|
Segment income
|
101.0
|
|
101.1
|
|
|
(0.1
|
)%
|
|
265.0
|
|
266.9
|
|
|
(0.7
|
)%
|
||||
|
% of net sales
|
23.4
|
%
|
23.1
|
%
|
|
0.3
|
pts
|
|
21.5
|
%
|
21.1
|
%
|
|
0.4
|
pts
|
||||
|
|
Three months ended September 26, 2015
|
Nine months ended September 26, 2015
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
2.3
|
%
|
3.0
|
%
|
|
Price
|
(0.3
|
)
|
0.2
|
|
|
Core Growth
|
2.0
|
|
3.2
|
|
|
Acquisition
|
3.0
|
|
1.0
|
|
|
Currency
|
(6.5
|
)
|
(6.4
|
)
|
|
Total
|
(1.5
|
)%
|
(2.2
|
)%
|
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects;
|
|
•
|
lower core sales volumes in our infrastructure and industrial business, primarily due to broad-based slowing of global capital spending; and
|
|
•
|
a decrease in demand for products in fast growth regions.
|
|
•
|
sales of $13.0 million in the
third quarter and first nine months
of
2015
as a result of the ERICO Acquisition;
|
|
•
|
core growth in our residential & commercial and energy businesses; and
|
|
•
|
higher project core sales volume in Canada and Western Europe.
|
|
|
Three months ended September 26, 2015
|
Nine months ended September 26, 2015
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Growth
|
(1.1
|
) pts
|
(0.7
|
) pts
|
|
Inflation
|
(1.0
|
)
|
(1.2
|
)
|
|
Productivity/Price
|
2.4
|
|
2.3
|
|
|
Total
|
0.3
|
pts
|
0.4
|
pts
|
|
•
|
higher core sales volumes in our energy and commercial businesses, which resulted in increased leverage on operating expenses; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
high margin project sales in the
third quarter and first nine months
of
2014
that did not recur in the
third quarter and first nine months
of
2015
;
|
|
•
|
lower core sales volumes in our infrastructure and industrial business, which resulted in decreased leverage on operating expenses; and
|
|
•
|
inflationary increases related to labor costs and certain raw materials.
|
|
|
Nine months ended
|
|||||
|
In millions
|
September 26,
2015 |
September 27,
2014 |
||||
|
Net cash provided by (used for) operating activities of continuing operations
|
$
|
403.1
|
|
$
|
688.2
|
|
|
Capital expenditures
|
(100.6
|
)
|
(92.5
|
)
|
||
|
Proceeds from sale of property and equipment
|
24.8
|
|
4.1
|
|
||
|
Free cash flow
|
$
|
327.3
|
|
$
|
599.8
|
|
|
|
(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 28 - July 25
|
63
|
|
$
|
65.38
|
|
—
|
|
$
|
800,000,049
|
|
|
July 26 - August 22
|
13,799
|
|
60.69
|
|
—
|
|
800,000,049
|
|
||
|
August 23 - September 26
|
5,153
|
|
53.85
|
|
—
|
|
800,000,049
|
|
||
|
Total
|
19,015
|
|
|
—
|
|
|
||||
|
(a)
|
The purchases in this column include
63
shares for the period
June 28 - July 25
,
13,799
shares for the period
July 26 - August 22
and
5,153
shares for the period
August 23 - September 26
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
|
|
2.1
|
|
Agreement and Plan of Merger, dated August 15, 2015, among Pentair plc, Pentair Lionel Acquisition Co., Pentair Lionel Merger Sub, Inc. and ERICO Global Company (Incorporated by reference to Exhibit 2.1 in the Current Report on Form 8-K of Pentair plc filed with the SEC on August 18, 2015 (File No. 001-11625)).
|
|
|
|
|
|
4.1
|
|
First Amendment, dated as of August 28, 2015, among Pentair, Pentair Investments Switzerland GmbH, Pentair Finance S.A. and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the SEC on September 3, 2015 (File No. 001-11625)).
|
|
|
|
|
|
4.2
|
|
Second Amendment, dated as of September 2, 2015, among Pentair, Pentair Investments Switzerland GmbH, Pentair Finance S.A. and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Pentair plc filed with the SEC on September 3, 2015 (File No. 001-11625)).
|
|
|
|
|
|
4.3
|
|
Indenture, dated as of September 16, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the SEC on September 16, 2015 (File No. 001-11625)).
|
|
|
|
|
|
4.4
|
|
First Supplemental Indenture, dated as of September 16, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Pentair plc filed with the SEC on September 16, 2015 (File No. 001-11625)).
|
|
|
|
|
|
4.5
|
|
Second Supplemental Indenture, dated as of September 16, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Pentair plc filed with the SEC on September 16, 2015 (File No. 001-11625)).
|
|
|
|
|
|
4.6
|
|
Third Supplemental Indenture, dated as of September 16, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Pentair plc filed with the SEC on September 16, 2015 (File No. 001-11625)).
|
|
|
|
|
|
4.7
|
|
Fourth Supplemental Indenture, dated as of September 17, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Pentair plc filed with the SEC on September 17, 2015 (File No. 001-11625)).
|
|
|
|
|
|
10.1
|
|
Letter agreement, dated September 7, 2015, among Pentair plc, Edward P. Garden, Matthew Peltz, Brian Baldwin and Trian Fund Management, L.P. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Pentair plc filed with the SEC on September 8, 2015 (File No. 001-11625)).
|
|
|
|
|
|
10.2
|
|
Separation Agreement, dated September 18, 2015, between Philip Pejovich and Pentair Management Company.
|
|
|
|
|
|
10.3
|
|
Separation Agreement, dated September 3, 2015, between Christopher Stevens and Pentair Management Company.
|
|
|
|
|
|
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 26, 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 and nine months ended September 26, 2015 and September 27, 2014, (ii) the Condensed Consolidated Balance Sheets as of September 26, 2015 and December 31, 2014, (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 26, 2015 and September 27, 2014, (iv) the Condensed Consolidated Statements of Changes in Equity for the nine months ended September 26, 2015 and September 27, 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 |
|---|