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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 30, 2016
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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 30,
2016 |
September 26,
2015 |
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September 30,
2016 |
September 26,
2015 |
||||||||
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Net sales
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$
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1,210.7
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$
|
1,112.8
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$
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3,701.9
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$
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3,327.4
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Cost of goods sold
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769.8
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718.1
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2,347.9
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2,161.1
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||||
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Gross profit
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440.9
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394.7
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1,354.0
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1,166.3
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||||
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Selling, general and administrative
|
228.4
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217.0
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728.2
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649.6
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Research and development
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29.7
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24.8
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86.9
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72.3
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||||
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Operating income
|
182.8
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152.9
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538.9
|
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444.4
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||||
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Other (income) expense:
|
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||||||||
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Equity income of unconsolidated subsidiaries
|
(1.2
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)
|
(0.2
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)
|
|
(2.7
|
)
|
(1.3
|
)
|
||||
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Net interest expense
|
34.3
|
|
30.9
|
|
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105.9
|
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67.5
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||||
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Income from continuing operations before income taxes
|
149.7
|
|
122.2
|
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435.7
|
|
378.2
|
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||||
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Provision for income taxes
|
32.2
|
|
27.5
|
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93.7
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85.1
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||||
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Net income from continuing operations
|
117.5
|
|
94.7
|
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|
342.0
|
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293.1
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||||
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Income from discontinued operations, net of tax
|
22.9
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20.5
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48.6
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|
88.6
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Gain (loss) from sale of discontinued operations, net of tax
|
0.6
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—
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0.6
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(4.8
|
)
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Net income
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$
|
141.0
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$
|
115.2
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$
|
391.2
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$
|
376.9
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Comprehensive income (loss), net of tax
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Net income
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$
|
141.0
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$
|
115.2
|
|
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$
|
391.2
|
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$
|
376.9
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|
|
Changes in cumulative translation adjustment
|
34.9
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(85.8
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)
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37.1
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(238.4
|
)
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||||
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Changes in market value of derivative financial instruments, net of tax of $0.7, $0.9, $1.2, and $1.3, respectively
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(4.8
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)
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(0.7
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)
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(8.6
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)
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(1.6
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)
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Comprehensive income
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$
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171.1
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$
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28.7
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$
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419.7
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$
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136.9
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Earnings per ordinary share
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Basic
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||||||||
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Continuing operations
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$
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0.65
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$
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0.53
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$
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1.89
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$
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1.63
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Discontinued operations
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0.13
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0.11
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0.27
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0.46
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Basic earnings per ordinary share
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$
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0.78
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$
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0.64
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$
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2.16
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$
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2.09
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Diluted
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Continuing operations
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$
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0.64
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$
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0.52
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1.87
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1.61
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Discontinued operations
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0.13
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0.11
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0.27
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0.45
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Diluted earnings per ordinary share
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$
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0.77
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$
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0.63
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$
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2.14
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$
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2.06
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Weighted average ordinary shares outstanding
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Basic
|
181.4
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180.2
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181.1
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180.1
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Diluted
|
183.6
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182.6
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183.0
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182.6
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Cash dividends paid per ordinary share
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$
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0.34
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$
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0.32
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$
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1.00
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$
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0.96
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September 30,
2016 |
December 31,
2015 |
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In millions, except per-share data
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||||||
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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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170.9
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$
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126.3
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Accounts and notes receivable, net of allowances of $44.5 and $46.1, respectively
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689.5
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773.2
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Inventories
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556.2
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564.7
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Other current assets
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287.7
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220.0
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Current assets held for sale
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1,042.7
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1,093.4
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Total current assets
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2,747.0
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2,777.6
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Property, plant and equipment, net
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547.3
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539.8
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Other assets
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Goodwill
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4,251.7
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4,259.0
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Intangibles, net
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1,683.0
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1,747.4
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Other non-current assets
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162.2
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161.1
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|
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Non-current assets held for sale
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2,287.8
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|
2,348.6
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|
||
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Total other assets
|
8,384.7
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|
8,516.1
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|
||
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Total assets
|
$
|
11,679.0
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$
|
11,833.5
|
|
|
Liabilities and Equity
|
||||||
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Current liabilities
|
|
|
||||
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Accounts payable
|
348.2
|
|
403.8
|
|
||
|
Employee compensation and benefits
|
159.3
|
|
162.6
|
|
||
|
Other current liabilities
|
416.7
|
|
487.1
|
|
||
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Current liabilities held for sale
|
363.9
|
|
433.0
|
|
||
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Total current liabilities
|
1,288.1
|
|
1,486.5
|
|
||
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Other liabilities
|
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||||
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Long-term debt
|
4,411.3
|
|
4,685.8
|
|
||
|
Pension and other post-retirement compensation and benefits
|
248.5
|
|
244.6
|
|
||
|
Deferred tax liabilities
|
636.4
|
|
670.2
|
|
||
|
Other non-current liabilities
|
199.5
|
|
192.4
|
|
||
|
Non-current liabilities held for sale
|
539.9
|
|
545.2
|
|
||
|
Total liabilities
|
7,323.7
|
|
7,824.7
|
|
||
|
Equity
|
|
|
||||
|
Ordinary shares $0.01 par value, 426.0 authorized, 181.7 and 180.5 issued at September 30, 2016 and December 31, 2015, respectively
|
1.8
|
|
1.8
|
|
||
|
Additional paid-in capital
|
2,909.1
|
|
2,860.3
|
|
||
|
Retained earnings
|
2,060.9
|
|
1,791.7
|
|
||
|
Accumulated other comprehensive loss
|
(616.5
|
)
|
(645.0
|
)
|
||
|
Total equity
|
4,355.3
|
|
4,008.8
|
|
||
|
Total liabilities and equity
|
$
|
11,679.0
|
|
$
|
11,833.5
|
|
|
|
Nine months ended
|
|||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
||||
|
Operating activities
|
|
|
||||
|
Net income
|
$
|
391.2
|
|
$
|
376.9
|
|
|
Income from discontinued operations, net of tax
|
(48.6
|
)
|
(88.6
|
)
|
||
|
(Gain) loss from sale of discontinued operations, net of tax
|
(0.6
|
)
|
4.8
|
|
||
|
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
|
(2.7
|
)
|
(1.3
|
)
|
||
|
Depreciation
|
64.3
|
|
59.8
|
|
||
|
Amortization
|
72.6
|
|
43.8
|
|
||
|
Deferred income taxes
|
(3.8
|
)
|
(0.9
|
)
|
||
|
Share-based compensation
|
28.7
|
|
27.5
|
|
||
|
Excess tax benefits from share-based compensation
|
(8.8
|
)
|
(6.0
|
)
|
||
|
Amortization of bridge financing fees
|
—
|
|
10.8
|
|
||
|
Loss (gain) on sale of assets
|
—
|
|
(7.7
|
)
|
||
|
Changes in assets and liabilities, net of effects of business acquisitions
|
|
|
||||
|
Accounts and notes receivable
|
91.8
|
|
47.1
|
|
||
|
Inventories
|
14.0
|
|
(32.7
|
)
|
||
|
Other current assets
|
(62.5
|
)
|
(36.3
|
)
|
||
|
Accounts payable
|
(56.9
|
)
|
(45.6
|
)
|
||
|
Employee compensation and benefits
|
(5.2
|
)
|
(6.4
|
)
|
||
|
Other current liabilities
|
13.6
|
|
25.8
|
|
||
|
Other non-current assets and liabilities
|
(27.4
|
)
|
(16.5
|
)
|
||
|
Net cash provided by (used for) operating activities of continuing operations
|
459.7
|
|
354.5
|
|
||
|
Net cash provided by (used for) operating activities of discontinued operations
|
97.1
|
|
41.4
|
|
||
|
Net cash provided by (used for) operating activities
|
556.8
|
|
395.9
|
|
||
|
Investing activities
|
|
|
||||
|
Capital expenditures
|
(94.5
|
)
|
(66.3
|
)
|
||
|
Proceeds from sale of property and equipment
|
24.1
|
|
3.6
|
|
||
|
Acquisitions, net of cash acquired
|
—
|
|
(1,913.0
|
)
|
||
|
Other
|
(3.8
|
)
|
—
|
|
||
|
Net cash provided by (used for) investing activities of continuing operations
|
(74.2
|
)
|
(1,975.7
|
)
|
||
|
Net cash provided by (used for) investing activities of discontinued operations
|
(4.3
|
)
|
45.1
|
|
||
|
Net cash provided by (used for) investing activities
|
(78.5
|
)
|
(1,930.6
|
)
|
||
|
Financing activities
|
|
|
||||
|
Net repayments of short-term borrowings
|
—
|
|
(2.0
|
)
|
||
|
Net (repayments) receipts of commercial paper and revolving long-term debt
|
(291.1
|
)
|
276.5
|
|
||
|
Proceeds from long-term debt
|
—
|
|
1,714.8
|
|
||
|
Repayments of long-term debt
|
(0.7
|
)
|
(4.6
|
)
|
||
|
Debt issuance costs
|
—
|
|
(26.8
|
)
|
||
|
Excess tax benefits from share-based compensation
|
8.8
|
|
6.0
|
|
||
|
Shares issued to employees, net of shares withheld
|
20.1
|
|
21.9
|
|
||
|
Repurchases of ordinary shares
|
—
|
|
(200.0
|
)
|
||
|
Dividends paid
|
(181.6
|
)
|
(173.3
|
)
|
||
|
Net cash provided by (used for) financing activities
|
(444.5
|
)
|
1,612.5
|
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
10.8
|
|
(43.3
|
)
|
||
|
Change in cash and cash equivalents
|
44.6
|
|
34.5
|
|
||
|
Cash and cash equivalents, beginning of period
|
126.3
|
|
110.4
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
170.9
|
|
$
|
144.9
|
|
|
In millions
|
Ordinary shares
|
|
Treasury shares
|
Additional paid-in capital
|
Retained earnings
|
Accumulated
other
comprehensive loss
|
Total
|
||||||||||||||||
|
Number
|
Amount
|
|
Number
|
Amount
|
|||||||||||||||||||
|
Balance - December 31, 2015
|
180.5
|
|
$
|
1.8
|
|
|
—
|
|
$
|
—
|
|
$
|
2,860.3
|
|
$
|
1,791.7
|
|
$
|
(645.0
|
)
|
$
|
4,008.8
|
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
391.2
|
|
—
|
|
391.2
|
|
||||||
|
Other comprehensive income, net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
28.5
|
|
28.5
|
|
||||||
|
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(122.0
|
)
|
—
|
|
(122.0
|
)
|
||||||
|
Exercise of options, net of shares tendered for payment
|
0.9
|
|
—
|
|
|
—
|
|
—
|
|
30.7
|
|
—
|
|
—
|
|
30.7
|
|
||||||
|
Issuance of restricted shares, net of cancellations
|
0.5
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
|
Shares surrendered by employees to pay taxes
|
(0.2
|
)
|
—
|
|
|
—
|
|
—
|
|
(10.6
|
)
|
—
|
|
—
|
|
(10.6
|
)
|
||||||
|
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
28.7
|
|
—
|
|
—
|
|
28.7
|
|
||||||
|
Balance - September 30, 2016
|
181.7
|
|
$
|
1.8
|
|
|
—
|
|
$
|
—
|
|
$
|
2,909.1
|
|
$
|
2,060.9
|
|
$
|
(616.5
|
)
|
$
|
4,355.3
|
|
|
In millions
|
Ordinary shares
|
|
Treasury shares
|
Additional paid-in capital
|
Retained earnings
|
Accumulated
other
comprehensive loss
|
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
|
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
376.9
|
|
—
|
|
376.9
|
|
||||||
|
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(240.0
|
)
|
(240.0
|
)
|
||||||
|
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1.5
|
|
(115.7
|
)
|
—
|
|
(114.2
|
)
|
||||||
|
Share repurchase
|
(3.1
|
)
|
—
|
|
|
—
|
|
—
|
|
(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
|
|
||||||
|
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
|
)
|
||||||
|
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
27.5
|
|
—
|
|
—
|
|
27.5
|
|
||||||
|
Balance - September 26, 2015
|
180.3
|
|
$
|
1.8
|
|
|
—
|
|
$
|
—
|
|
$
|
2,849.2
|
|
$
|
2,305.2
|
|
$
|
(620.3
|
)
|
$
|
4,535.9
|
|
|
2.
|
Acquisitions
|
|
In millions
|
As Previously
Reported
|
As
Revised
|
||||
|
Cash
|
$
|
11.8
|
|
$
|
11.8
|
|
|
Accounts receivable
|
75.9
|
|
75.9
|
|
||
|
Inventories
|
102.4
|
|
101.8
|
|
||
|
Other current assets
|
2.9
|
|
2.8
|
|
||
|
Property, plant and equipment
|
53.4
|
|
53.1
|
|
||
|
Identifiable intangible assets
|
1,033.8
|
|
1,033.8
|
|
||
|
Goodwill
|
1,061.9
|
|
1,031.0
|
|
||
|
Current liabilities
|
(97.2
|
)
|
(94.7
|
)
|
||
|
Deferred income taxes, including current
|
(418.8
|
)
|
(382.3
|
)
|
||
|
Other liabilities
|
(8.0
|
)
|
(15.1
|
)
|
||
|
Purchase price
|
$
|
1,818.1
|
|
$
|
1,818.1
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||
|
In millions, except per-share data
|
September 26,
2015 |
|
September 26,
2015 |
||||
|
Pro forma net sales
|
$
|
1,231.6
|
|
|
$
|
3,713.6
|
|
|
Pro forma net income from continuing operations
|
122.9
|
|
|
334.3
|
|
||
|
Pro forma earnings per ordinary share - continuing operations
|
|
|
|
||||
|
Basic
|
$
|
0.68
|
|
|
$
|
1.86
|
|
|
Diluted
|
0.67
|
|
|
1.83
|
|
||
|
3.
|
Discontinued Operations
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
|
September 30,
2016 |
September 26,
2015 |
||||||||
|
Net sales
|
$
|
410.9
|
|
$
|
440.9
|
|
|
$
|
1,231.6
|
|
$
|
1,385.2
|
|
|
Cost of goods sold
|
287.6
|
|
295.6
|
|
|
886.7
|
|
934.6
|
|
||||
|
Gross profit
|
123.3
|
|
145.3
|
|
|
344.9
|
|
450.6
|
|
||||
|
Selling, general and administrative
|
87.4
|
|
113.3
|
|
|
267.6
|
|
316.3
|
|
||||
|
Research and development
|
4.3
|
|
5.1
|
|
|
14.2
|
|
16.7
|
|
||||
|
Operating income
|
$
|
31.6
|
|
$
|
26.9
|
|
|
$
|
63.1
|
|
$
|
117.6
|
|
|
|
|
|
|
|
|
||||||||
|
Income from discontinued operations before income taxes
|
$
|
32.0
|
|
$
|
27.4
|
|
|
$
|
63.6
|
|
$
|
117.6
|
|
|
Provision for income taxes
|
9.1
|
|
6.9
|
|
|
15.0
|
|
29.0
|
|
||||
|
Income from discontinued operations, net of tax
|
$
|
22.9
|
|
$
|
20.5
|
|
|
$
|
48.6
|
|
$
|
88.6
|
|
|
|
|
|
|
|
—
|
|
|||||||
|
Gain (loss) from sale of discontinued operations before income taxes
|
$
|
0.6
|
|
$
|
—
|
|
|
$
|
0.6
|
|
$
|
(4.8
|
)
|
|
Provision for income taxes
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
|
Gain (loss) from sale of discontinued operations, net of tax
|
$
|
0.6
|
|
$
|
—
|
|
|
$
|
0.6
|
|
$
|
(4.8
|
)
|
|
In millions
|
September 30,
2016 |
December 31,
2015 |
||||
|
Accounts and notes receivable, net
|
$
|
382.8
|
|
$
|
394.5
|
|
|
Inventories
|
562.1
|
|
609.6
|
|
||
|
Other current assets
|
97.8
|
|
89.3
|
|
||
|
Current assets held for sale
|
$
|
1,042.7
|
|
$
|
1,093.4
|
|
|
Property, plant and equipment, net
|
$
|
381.5
|
|
$
|
403.1
|
|
|
Goodwill
|
996.4
|
|
996.4
|
|
||
|
Intangibles, net
|
708.7
|
|
742.7
|
|
||
|
Asbestos-related insurance receivable
|
109.3
|
|
111.0
|
|
||
|
Other non-current assets
|
91.9
|
|
95.4
|
|
||
|
Non-current assets held for sale
|
$
|
2,287.8
|
|
$
|
2,348.6
|
|
|
Accounts payable
|
$
|
145.0
|
|
$
|
175.0
|
|
|
Employee compensation and benefits
|
58.5
|
|
100.3
|
|
||
|
Other current liabilities
|
160.4
|
|
157.7
|
|
||
|
Current liabilities held for sale
|
$
|
363.9
|
|
$
|
433.0
|
|
|
Pension and other post-retirement compensation and benefits
|
$
|
36.3
|
|
$
|
42.6
|
|
|
Deferred tax liabilities
|
174.3
|
|
173.9
|
|
||
|
Asbestos-related liabilities
|
231.2
|
|
237.9
|
|
||
|
Other non-current liabilities
|
98.1
|
|
90.8
|
|
||
|
Non-current liabilities held for sale
|
$
|
539.9
|
|
$
|
545.2
|
|
|
4.
|
Share Plans
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
|
September 30,
2016 |
September 26,
2015 |
||||||||
|
Restricted stock units
|
$
|
3.6
|
|
$
|
5.4
|
|
|
$
|
14.2
|
|
$
|
17.9
|
|
|
Stock options
|
1.8
|
|
2.7
|
|
|
9.0
|
|
9.6
|
|
||||
|
Performance share units
|
1.0
|
|
—
|
|
|
5.5
|
|
—
|
|
||||
|
Total share-based compensation expense
|
$
|
6.4
|
|
$
|
8.1
|
|
|
$
|
28.7
|
|
$
|
27.5
|
|
|
|
2016
Annual Grant
|
|
|
Risk-free interest rate
|
1.57
|
%
|
|
Expected dividend yield
|
2.47
|
%
|
|
Expected share price volatility
|
27.3
|
%
|
|
Expected term (years)
|
5.9
|
|
|
5.
|
Restructuring
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
|
September 30,
2016 |
September 26,
2015 |
||||||||
|
Severance and related costs
|
$
|
7.3
|
|
$
|
6.8
|
|
|
$
|
19.2
|
|
$
|
13.8
|
|
|
Other
|
—
|
|
0.4
|
|
|
0.7
|
|
3.8
|
|
||||
|
Total restructuring costs
|
$
|
7.3
|
|
$
|
7.2
|
|
|
$
|
19.9
|
|
$
|
17.6
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
|
September 30,
2016 |
September 26,
2015 |
||||||||
|
Water Quality Systems
|
$
|
0.2
|
|
$
|
1.5
|
|
|
$
|
4.5
|
|
$
|
4.8
|
|
|
Flow & Filtration Solutions
|
—
|
|
3.5
|
|
|
2.6
|
|
7.2
|
|
||||
|
Technical Solutions
|
7.1
|
|
2.2
|
|
|
11.0
|
|
5.6
|
|
||||
|
Other
|
—
|
|
—
|
|
|
1.8
|
|
—
|
|
||||
|
Consolidated
|
$
|
7.3
|
|
$
|
7.2
|
|
|
$
|
19.9
|
|
$
|
17.6
|
|
|
In millions
|
September 30,
2016 |
||
|
Beginning balance
|
$
|
37.1
|
|
|
Costs incurred
|
19.2
|
|
|
|
Cash payments and other
|
(23.6
|
)
|
|
|
Ending balance
|
$
|
32.7
|
|
|
6.
|
Earnings Per Share
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions, except per-share data
|
September 30,
2016 |
September 26,
2015 |
|
September 30,
2016 |
September 26,
2015 |
||||||||
|
Net income
|
$
|
141.0
|
|
$
|
115.2
|
|
|
$
|
391.2
|
|
$
|
376.9
|
|
|
Net income from continuing operations
|
$
|
117.5
|
|
$
|
94.7
|
|
|
$
|
342.0
|
|
$
|
293.1
|
|
|
Weighted average ordinary shares outstanding
|
|
|
|
|
|
||||||||
|
Basic
|
181.4
|
|
180.2
|
|
|
181.1
|
|
180.1
|
|
||||
|
Dilutive impact of stock options, restricted stock units and performance share units
|
2.2
|
|
2.4
|
|
|
1.9
|
|
2.5
|
|
||||
|
Diluted
|
183.6
|
|
182.6
|
|
|
183.0
|
|
182.6
|
|
||||
|
Earnings per ordinary share
|
|
|
|
|
|
||||||||
|
Basic
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.65
|
|
$
|
0.53
|
|
|
$
|
1.89
|
|
$
|
1.63
|
|
|
Discontinued operations
|
0.13
|
|
0.11
|
|
|
0.27
|
|
0.46
|
|
||||
|
Basic earnings per ordinary share
|
$
|
0.78
|
|
$
|
0.64
|
|
|
$
|
2.16
|
|
$
|
2.09
|
|
|
Diluted
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.64
|
|
$
|
0.52
|
|
|
$
|
1.87
|
|
$
|
1.61
|
|
|
Discontinued operations
|
0.13
|
|
0.11
|
|
|
0.27
|
|
0.45
|
|
||||
|
Diluted earnings per ordinary share
|
$
|
0.77
|
|
$
|
0.63
|
|
|
$
|
2.14
|
|
$
|
2.06
|
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
1.2
|
|
1.2
|
|
|
1.8
|
|
1.2
|
|
||||
|
7.
|
Supplemental Balance Sheet Information
|
|
In millions
|
September 30,
2016 |
December 31,
2015 |
||||
|
Inventories
|
|
|
||||
|
Raw materials and supplies
|
$
|
235.7
|
|
$
|
243.9
|
|
|
Work-in-process
|
72.9
|
|
74.4
|
|
||
|
Finished goods
|
247.6
|
|
246.4
|
|
||
|
Total inventories
|
$
|
556.2
|
|
$
|
564.7
|
|
|
Other current assets
|
|
|
||||
|
Cost in excess of billings
|
$
|
134.6
|
|
$
|
114.4
|
|
|
Prepaid expenses
|
92.2
|
|
59.1
|
|
||
|
Deferred income taxes
|
44.3
|
|
35.2
|
|
||
|
Other current assets
|
16.6
|
|
11.3
|
|
||
|
Total other current assets
|
$
|
287.7
|
|
$
|
220.0
|
|
|
Property, plant and equipment, net
|
|
|
||||
|
Land and land improvements
|
$
|
67.3
|
|
$
|
86.6
|
|
|
Buildings and leasehold improvements
|
338.3
|
|
338.9
|
|
||
|
Machinery and equipment
|
929.9
|
|
960.2
|
|
||
|
Construction in progress
|
79.7
|
|
68.3
|
|
||
|
Total property, plant and equipment
|
1,415.2
|
|
1,454.0
|
|
||
|
Accumulated depreciation and amortization
|
867.9
|
|
914.2
|
|
||
|
Total property, plant and equipment, net
|
$
|
547.3
|
|
$
|
539.8
|
|
|
Other non-current assets
|
|
|
||||
|
Deferred income taxes
|
$
|
2.1
|
|
$
|
2.9
|
|
|
Deferred compensation plan assets
|
47.9
|
|
50.8
|
|
||
|
Other non-current assets
|
112.2
|
|
107.4
|
|
||
|
Total other non-current assets
|
$
|
162.2
|
|
$
|
161.1
|
|
|
Other current liabilities
|
|
|
||||
|
Dividends payable
|
$
|
—
|
|
$
|
59.6
|
|
|
Accrued warranty
|
44.2
|
|
47.0
|
|
||
|
Accrued rebates
|
68.1
|
|
50.7
|
|
||
|
Billings in excess of cost
|
24.8
|
|
32.0
|
|
||
|
Other current liabilities
|
279.6
|
|
297.8
|
|
||
|
Total other current liabilities
|
$
|
416.7
|
|
$
|
487.1
|
|
|
Other non-current liabilities
|
|
|
||||
|
Taxes payable
|
$
|
48.9
|
|
$
|
46.8
|
|
|
Self-insurance liabilities
|
50.1
|
|
49.0
|
|
||
|
Deferred compensation plan liabilities
|
47.9
|
|
50.8
|
|
||
|
Other non-current liabilities
|
52.6
|
|
45.8
|
|
||
|
Total other non-current liabilities
|
$
|
199.5
|
|
$
|
192.4
|
|
|
8.
|
Goodwill and Other Identifiable Intangible Assets
|
|
In millions
|
December 31,
2015 |
Purchase
accounting
adjustments
|
Foreign currency
translation/other
|
September 30,
2016 |
||||||||
|
Water Quality Systems
|
$
|
1,121.1
|
|
$
|
—
|
|
$
|
6.0
|
|
$
|
1,127.1
|
|
|
Flow & Filtration Solutions
|
882.7
|
|
—
|
|
13.7
|
|
896.4
|
|
||||
|
Technical Solutions
|
2,255.2
|
|
(30.9
|
)
|
3.9
|
|
2,228.2
|
|
||||
|
Total goodwill
|
$
|
4,259.0
|
|
$
|
(30.9
|
)
|
$
|
23.6
|
|
$
|
4,251.7
|
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||||||||||||||
|
In millions
|
Cost
|
Accumulated
amortization
|
Net
|
|
Cost
|
Accumulated
amortization
|
Net
|
||||||||||||
|
Finite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships
|
$
|
1,491.3
|
|
$
|
(332.6
|
)
|
$
|
1,158.7
|
|
|
$
|
1,482.9
|
|
$
|
(266.9
|
)
|
$
|
1,216.0
|
|
|
Trade names
|
1.9
|
|
(1.4
|
)
|
0.5
|
|
|
1.8
|
|
(1.2
|
)
|
0.6
|
|
||||||
|
Proprietary technology and patents
|
145.5
|
|
(100.1
|
)
|
45.4
|
|
|
144.1
|
|
(89.8
|
)
|
54.3
|
|
||||||
|
Total finite-life intangibles
|
1,638.7
|
|
(434.1
|
)
|
1,204.6
|
|
|
1,628.8
|
|
(357.9
|
)
|
1,270.9
|
|
||||||
|
Indefinite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Trade names
|
478.4
|
|
—
|
|
478.4
|
|
|
476.5
|
|
—
|
|
476.5
|
|
||||||
|
Total intangibles, net
|
$
|
2,117.1
|
|
$
|
(434.1
|
)
|
$
|
1,683.0
|
|
|
$
|
2,105.3
|
|
$
|
(357.9
|
)
|
$
|
1,747.4
|
|
|
|
Q4
|
|
|
|
|
|
||||||||||||
|
In millions
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
||||||||||||
|
Estimated amortization expense
|
$
|
21.3
|
|
$
|
85.2
|
|
$
|
85.0
|
|
$
|
84.3
|
|
$
|
82.1
|
|
$
|
78.9
|
|
|
9.
|
Debt
|
|
In millions
|
Average
interest rate at
September 30, 2016
|
Maturity
Year
|
September 30,
2016 |
December 31,
2015 |
||||
|
Commercial paper
|
1.755%
|
2019
|
$
|
454.3
|
|
$
|
179.5
|
|
|
Revolving credit facilities
|
2.022%
|
2019
|
615.5
|
|
1,181.4
|
|
||
|
Senior notes - fixed rate
|
1.875%
|
2017
|
350.0
|
|
350.0
|
|
||
|
Senior notes - fixed rate
|
2.900%
|
2018
|
500.0
|
|
500.0
|
|
||
|
Senior notes - fixed rate
|
2.650%
|
2019
|
250.0
|
|
250.0
|
|
||
|
Senior notes - fixed rate - Euro
|
2.450%
|
2019
|
560.8
|
|
548.4
|
|
||
|
Senior notes - fixed rate
|
3.625%
|
2020
|
400.0
|
|
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
|
|
250.0
|
|
||
|
Unamortized debt issuance costs and discounts
|
N/A
|
N/A
|
(19.3
|
)
|
(23.5
|
)
|
||
|
Total debt
|
|
|
4,411.3
|
|
4,685.8
|
|
||
|
Less: Current maturities and short-term borrowings
|
|
|
—
|
|
—
|
|
||
|
Long-term debt
|
|
|
$
|
4,411.3
|
|
$
|
4,685.8
|
|
|
|
Q4
|
|
|
|
|
|
|
|
||||||||||||||||
|
In millions
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
Total
|
||||||||||||||||
|
Contractual debt obligation maturities
|
$
|
—
|
|
$
|
—
|
|
$
|
500.0
|
|
$
|
2,230.6
|
|
$
|
400.0
|
|
$
|
500.0
|
|
$
|
800.0
|
|
$
|
4,430.6
|
|
|
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 30,
2016 |
|
December 31,
2015 |
||||||||||
|
In millions
|
Recorded
Amount
|
Fair
Value
|
|
Recorded
Amount
|
Fair
Value
|
||||||||
|
Variable rate debt
|
$
|
1,069.8
|
|
$
|
1,069.8
|
|
|
$
|
1,360.9
|
|
$
|
1,360.9
|
|
|
Fixed rate debt
|
3,360.8
|
|
3,526.7
|
|
|
3,348.4
|
|
3,395.4
|
|
||||
|
Total debt
|
$
|
4,430.6
|
|
$
|
4,596.5
|
|
|
$
|
4,709.3
|
|
$
|
4,756.3
|
|
|
|
September 30, 2016
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract assets
|
$
|
—
|
|
$
|
3.6
|
|
$
|
—
|
|
$
|
3.6
|
|
|
Foreign currency contract liabilities
|
—
|
|
(25.5
|
)
|
—
|
|
(25.5
|
)
|
||||
|
Deferred compensation plan assets
(1)
|
41.2
|
|
6.7
|
|
—
|
|
47.9
|
|
||||
|
Total recurring fair value measurements
|
$
|
41.2
|
|
$
|
(15.2
|
)
|
$
|
—
|
|
$
|
26.0
|
|
|
|
December 31, 2015
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract assets
|
$
|
—
|
|
$
|
0.1
|
|
$
|
—
|
|
$
|
0.1
|
|
|
Foreign currency contract liabilities
|
—
|
|
(7.6
|
)
|
—
|
|
(7.6
|
)
|
||||
|
Deferred compensation plan assets
(1)
|
43.8
|
|
7.0
|
|
—
|
|
50.8
|
|
||||
|
Total recurring fair value measurements
|
$
|
43.8
|
|
$
|
(0.5
|
)
|
$
|
—
|
|
$
|
43.3
|
|
|
Nonrecurring fair value measurements
(2) (3)
|
|
|
|
|
||||||||
|
(1)
|
Deferred compensation plan assets include mutual funds, common/collective trusts and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees. The fair value of mutual funds and cash equivalents were based on quoted market prices in active markets. The underlying investments in the common/collective trusts primarily include intermediate and long-term debt securities, corporate debt securities, equity securities and fixed income securities. The overall fair value of the common/collective trusts are based on observable inputs.
|
|
(2)
|
During the fourth quarter of 2015, we performed a goodwill impairment test for the Valves & Controls reporting unit using the required two-step process as of December 31, 2015. As a result, we recorded a non-cash goodwill impairment charge of
$515.2 million
.
|
|
(3)
|
During the fourth quarter of 2015, we performed an impairment test for the Valves & Controls trade names. As a result, we recorded a pre-tax, non-cash trade name impairment charge of
$39.5 million
. The fair value of trade names is measured using the relief-from-royalty method. This method assumes the trade name has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital.
|
|
11.
|
Income Taxes
|
|
12.
|
Benefit Plans
|
|
|
U.S. pension plans
|
||||||||||||
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
|
September 30,
2016 |
September 26,
2015 |
||||||||
|
Service cost
|
$
|
2.8
|
|
$
|
3.5
|
|
|
$
|
8.4
|
|
$
|
10.5
|
|
|
Interest cost
|
4.1
|
|
3.7
|
|
|
12.3
|
|
11.1
|
|
||||
|
Expected return on plan assets
|
(2.9
|
)
|
(2.5
|
)
|
|
(8.6
|
)
|
(7.5
|
)
|
||||
|
Net periodic benefit cost
|
$
|
4.0
|
|
$
|
4.7
|
|
|
$
|
12.1
|
|
$
|
14.1
|
|
|
|
Non-U.S. pension plans
|
||||||||||||
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
|
September 30,
2016 |
September 26,
2015 |
||||||||
|
Service cost
|
$
|
2.1
|
|
$
|
2.1
|
|
|
$
|
6.2
|
|
$
|
6.3
|
|
|
Interest cost
|
1.1
|
|
1.1
|
|
|
3.3
|
|
3.3
|
|
||||
|
Expected return on plan assets
|
(0.4
|
)
|
(0.4
|
)
|
|
(1.2
|
)
|
(1.2
|
)
|
||||
|
Net periodic benefit cost
|
$
|
2.8
|
|
$
|
2.8
|
|
|
$
|
8.3
|
|
$
|
8.4
|
|
|
13.
|
Shareholders’ Equity
|
|
14.
|
Segment Information
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
|
September 30,
2016 |
September 26,
2015 |
||||||||
|
Net sales
|
|
|
|
|
|
||||||||
|
Water Quality Systems
|
$
|
328.6
|
|
$
|
322.0
|
|
|
$
|
1,057.2
|
|
$
|
1,016.6
|
|
|
Flow & Filtration Solutions
|
342.7
|
|
362.7
|
|
|
1,049.1
|
|
1,087.4
|
|
||||
|
Technical Solutions
|
543.1
|
|
432.3
|
|
|
1,608.3
|
|
1,235.2
|
|
||||
|
Other
|
(3.7
|
)
|
(4.2
|
)
|
|
(12.7
|
)
|
(11.8
|
)
|
||||
|
Consolidated
|
$
|
1,210.7
|
|
$
|
1,112.8
|
|
|
$
|
3,701.9
|
|
$
|
3,327.4
|
|
|
Segment income (loss)
|
|
|
|
|
|
||||||||
|
Water Quality Systems
|
$
|
69.6
|
|
$
|
60.5
|
|
|
$
|
229.5
|
|
$
|
200.5
|
|
|
Flow & Filtration Solutions
|
49.5
|
|
53.2
|
|
|
144.5
|
|
146.7
|
|
||||
|
Technical Solutions
|
119.6
|
|
101.0
|
|
|
344.0
|
|
265.0
|
|
||||
|
Other
|
(22.5
|
)
|
(27.2
|
)
|
|
(82.9
|
)
|
(85.4
|
)
|
||||
|
Consolidated
|
$
|
216.2
|
|
$
|
187.5
|
|
|
$
|
635.1
|
|
$
|
526.8
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
|
September 30,
2016 |
September 26,
2015 |
||||||||
|
Segment income
|
$
|
216.2
|
|
$
|
187.5
|
|
|
$
|
635.1
|
|
$
|
526.8
|
|
|
Restructuring and other
|
(8.1
|
)
|
(3.9
|
)
|
|
(20.9
|
)
|
(20.1
|
)
|
||||
|
Intangible amortization
|
(24.1
|
)
|
(14.8
|
)
|
|
(72.6
|
)
|
(43.8
|
)
|
||||
|
Inventory step-up
|
—
|
|
(1.4
|
)
|
|
—
|
|
(2.9
|
)
|
||||
|
Transaction costs
|
—
|
|
(14.3
|
)
|
|
—
|
|
(14.3
|
)
|
||||
|
Equity income of unconsolidated subsidiaries
|
(1.2
|
)
|
(0.2
|
)
|
|
(2.7
|
)
|
(1.3
|
)
|
||||
|
Operating income
|
$
|
182.8
|
|
$
|
152.9
|
|
|
$
|
538.9
|
|
$
|
444.4
|
|
|
15.
|
Commitments and Contingencies
|
|
In millions
|
September 30,
2016 |
||
|
Beginning balance
|
$
|
47.0
|
|
|
Service and product warranty provision
|
43.9
|
|
|
|
Payments
|
(46.9
|
)
|
|
|
Foreign currency translation
|
0.2
|
|
|
|
Ending balance
|
$
|
44.2
|
|
|
16.
|
Supplemental Guarantor Information
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor |
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total |
||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,210.7
|
|
$
|
—
|
|
$
|
1,210.7
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
769.8
|
|
—
|
|
769.8
|
|
||||||
|
Gross profit
|
—
|
|
—
|
|
—
|
|
440.9
|
|
—
|
|
440.9
|
|
||||||
|
Selling, general and administrative
|
—
|
|
—
|
|
0.3
|
|
228.1
|
|
—
|
|
228.4
|
|
||||||
|
Research and development
|
—
|
|
—
|
|
—
|
|
29.7
|
|
—
|
|
29.7
|
|
||||||
|
Operating income (loss)
|
—
|
|
—
|
|
(0.3
|
)
|
183.1
|
|
—
|
|
182.8
|
|
||||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(117.5
|
)
|
(117.5
|
)
|
(145.6
|
)
|
—
|
|
380.6
|
|
—
|
|
||||||
|
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(1.2
|
)
|
—
|
|
(1.2
|
)
|
||||||
|
Net interest expense
|
—
|
|
—
|
|
27.8
|
|
6.5
|
|
—
|
|
34.3
|
|
||||||
|
Income (loss) from continuing operations before income taxes
|
117.5
|
|
117.5
|
|
117.5
|
|
177.8
|
|
(380.6
|
)
|
149.7
|
|
||||||
|
Provision for income taxes
|
—
|
|
—
|
|
—
|
|
32.2
|
|
—
|
|
32.2
|
|
||||||
|
Net income (loss) from continuing operations
|
117.5
|
|
117.5
|
|
117.5
|
|
145.6
|
|
(380.6
|
)
|
117.5
|
|
||||||
|
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
22.9
|
|
—
|
|
22.9
|
|
||||||
|
Gain from sale of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
0.6
|
|
—
|
|
0.6
|
|
||||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
23.5
|
|
23.5
|
|
23.5
|
|
—
|
|
(70.5
|
)
|
—
|
|
||||||
|
Net income (loss)
|
$
|
141.0
|
|
$
|
141.0
|
|
$
|
141.0
|
|
$
|
169.1
|
|
$
|
(451.1
|
)
|
$
|
141.0
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
141.0
|
|
$
|
141.0
|
|
$
|
141.0
|
|
$
|
169.1
|
|
$
|
(451.1
|
)
|
$
|
141.0
|
|
|
Changes in cumulative translation adjustment
|
34.9
|
|
34.9
|
|
34.9
|
|
34.9
|
|
(104.7
|
)
|
34.9
|
|
||||||
|
Changes in market value of derivative financial instruments, net of tax
|
(4.8
|
)
|
(4.8
|
)
|
(4.8
|
)
|
(4.8
|
)
|
14.4
|
|
(4.8
|
)
|
||||||
|
Comprehensive income (loss)
|
$
|
171.1
|
|
$
|
171.1
|
|
$
|
171.1
|
|
$
|
199.2
|
|
$
|
(541.4
|
)
|
$
|
171.1
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor |
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total |
||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,701.9
|
|
$
|
—
|
|
$
|
3,701.9
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
2,347.9
|
|
—
|
|
2,347.9
|
|
||||||
|
Gross profit
|
—
|
|
—
|
|
—
|
|
1,354.0
|
|
—
|
|
1,354.0
|
|
||||||
|
Selling, general and administrative
|
1.7
|
|
—
|
|
1.3
|
|
725.2
|
|
—
|
|
728.2
|
|
||||||
|
Research and development
|
—
|
|
—
|
|
—
|
|
86.9
|
|
—
|
|
86.9
|
|
||||||
|
Operating income (loss)
|
(1.7
|
)
|
—
|
|
(1.3
|
)
|
541.9
|
|
—
|
|
538.9
|
|
||||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(343.6
|
)
|
(343.6
|
)
|
(428.8
|
)
|
—
|
|
1,116.0
|
|
—
|
|
||||||
|
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(2.7
|
)
|
—
|
|
(2.7
|
)
|
||||||
|
Net interest expense
|
—
|
|
—
|
|
83.9
|
|
22.0
|
|
—
|
|
105.9
|
|
||||||
|
Income (loss) from continuing operations before income taxes
|
341.9
|
|
343.6
|
|
343.6
|
|
522.6
|
|
(1,116.0
|
)
|
435.7
|
|
||||||
|
Provision (benefit) for income taxes
|
(0.1
|
)
|
—
|
|
—
|
|
93.8
|
|
—
|
|
93.7
|
|
||||||
|
Net income (loss) from continuing operations
|
342.0
|
|
343.6
|
|
343.6
|
|
428.8
|
|
(1,116.0
|
)
|
342.0
|
|
||||||
|
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
48.6
|
|
—
|
|
48.6
|
|
||||||
|
Gain from sale of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
0.6
|
|
—
|
|
0.6
|
|
||||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
49.2
|
|
49.2
|
|
49.2
|
|
—
|
|
(147.6
|
)
|
—
|
|
||||||
|
Net income (loss)
|
$
|
391.2
|
|
$
|
392.8
|
|
$
|
392.8
|
|
$
|
478.0
|
|
$
|
(1,263.6
|
)
|
$
|
391.2
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
391.2
|
|
$
|
392.8
|
|
$
|
392.8
|
|
$
|
478.0
|
|
$
|
(1,263.6
|
)
|
$
|
391.2
|
|
|
Changes in cumulative translation adjustment
|
37.1
|
|
37.1
|
|
37.1
|
|
37.1
|
|
(111.3
|
)
|
37.1
|
|
||||||
|
Changes in market value of derivative financial instruments, net of tax
|
(8.6
|
)
|
(8.6
|
)
|
(8.6
|
)
|
(8.6
|
)
|
25.8
|
|
(8.6
|
)
|
||||||
|
Comprehensive income (loss)
|
$
|
419.7
|
|
$
|
421.3
|
|
$
|
421.3
|
|
$
|
506.5
|
|
$
|
(1,349.1
|
)
|
$
|
419.7
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor |
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total |
||||||||||||
|
Assets
|
||||||||||||||||||
|
Current assets
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
170.9
|
|
$
|
—
|
|
$
|
170.9
|
|
|
Accounts and notes receivable, net
|
—
|
|
—
|
|
—
|
|
689.5
|
|
—
|
|
689.5
|
|
||||||
|
Inventories
|
—
|
|
—
|
|
—
|
|
556.2
|
|
—
|
|
556.2
|
|
||||||
|
Other current assets
|
10.6
|
|
6.4
|
|
9.3
|
|
293.0
|
|
(31.6
|
)
|
287.7
|
|
||||||
|
Current assets held for sale
|
—
|
|
—
|
|
—
|
|
1,042.7
|
|
—
|
|
1,042.7
|
|
||||||
|
Total current assets
|
10.6
|
|
6.4
|
|
9.3
|
|
2,752.3
|
|
(31.6
|
)
|
2,747.0
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
547.3
|
|
—
|
|
547.3
|
|
||||||
|
Other assets
|
|
|
|
|
|
|
||||||||||||
|
Investments in subsidiaries
|
4,430.4
|
|
4,414.5
|
|
9,204.6
|
|
—
|
|
(18,049.5
|
)
|
—
|
|
||||||
|
Goodwill
|
—
|
|
—
|
|
—
|
|
4,251.7
|
|
—
|
|
4,251.7
|
|
||||||
|
Intangibles, net
|
—
|
|
—
|
|
—
|
|
1,683.0
|
|
—
|
|
1,683.0
|
|
||||||
|
Other non-current assets
|
6.3
|
|
10.8
|
|
608.6
|
|
1,258.6
|
|
(1,722.1
|
)
|
162.2
|
|
||||||
|
Non-current assets held for sale
|
—
|
|
—
|
|
—
|
|
2,287.8
|
|
—
|
|
2,287.8
|
|
||||||
|
Total other assets
|
4,436.7
|
|
4,425.3
|
|
9,813.2
|
|
9,481.1
|
|
(19,771.6
|
)
|
8,384.7
|
|
||||||
|
Total assets
|
$
|
4,447.3
|
|
$
|
4,431.7
|
|
$
|
9,822.5
|
|
$
|
12,780.7
|
|
$
|
(19,803.2
|
)
|
$
|
11,679.0
|
|
|
Liabilities and Equity
|
||||||||||||||||||
|
Current liabilities
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
348.2
|
|
$
|
—
|
|
$
|
348.2
|
|
|
Employee compensation and benefits
|
0.8
|
|
—
|
|
—
|
|
158.5
|
|
—
|
|
159.3
|
|
||||||
|
Other current liabilities
|
11.6
|
|
1.3
|
|
16.6
|
|
418.8
|
|
(31.6
|
)
|
416.7
|
|
||||||
|
Current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
363.9
|
|
—
|
|
363.9
|
|
||||||
|
Total current liabilities
|
12.4
|
|
1.3
|
|
16.6
|
|
1,289.4
|
|
(31.6
|
)
|
1,288.1
|
|
||||||
|
Other liabilities
|
|
|
|
|
|
|
||||||||||||
|
Long-term debt
|
79.6
|
|
—
|
|
5,388.1
|
|
665.7
|
|
(1,722.1
|
)
|
4,411.3
|
|
||||||
|
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
248.5
|
|
—
|
|
248.5
|
|
||||||
|
Deferred tax liabilities
|
—
|
|
—
|
|
3.0
|
|
633.4
|
|
—
|
|
636.4
|
|
||||||
|
Other non-current liabilities
|
—
|
|
—
|
|
—
|
|
199.5
|
|
—
|
|
199.5
|
|
||||||
|
Non-current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
539.9
|
|
—
|
|
539.9
|
|
||||||
|
Total liabilities
|
92.0
|
|
1.3
|
|
5,407.7
|
|
3,576.4
|
|
(1,753.7
|
)
|
7,323.7
|
|
||||||
|
Equity
|
4,355.3
|
|
4,430.4
|
|
4,414.8
|
|
9,204.3
|
|
(18,049.5
|
)
|
4,355.3
|
|
||||||
|
Total liabilities and equity
|
$
|
4,447.3
|
|
$
|
4,431.7
|
|
$
|
9,822.5
|
|
$
|
12,780.7
|
|
$
|
(19,803.2
|
)
|
$
|
11,679.0
|
|
|
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
|
$
|
364.1
|
|
$
|
327.7
|
|
$
|
327.1
|
|
$
|
653.9
|
|
$
|
(1,116.0
|
)
|
$
|
556.8
|
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(94.5
|
)
|
—
|
|
(94.5
|
)
|
||||||
|
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
24.1
|
|
—
|
|
24.1
|
|
||||||
|
Net intercompany loan activity
|
—
|
|
—
|
|
497.9
|
|
(193.9
|
)
|
(304.0
|
)
|
—
|
|
||||||
|
Other
|
—
|
|
—
|
|
—
|
|
(3.8
|
)
|
—
|
|
(3.8
|
)
|
||||||
|
Net cash provided by (used for) investing activities of continuing operations
|
—
|
|
—
|
|
497.9
|
|
(268.1
|
)
|
(304.0
|
)
|
(74.2
|
)
|
||||||
|
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
—
|
|
—
|
|
(4.3
|
)
|
—
|
|
(4.3
|
)
|
||||||
|
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
497.9
|
|
(272.4
|
)
|
(304.0
|
)
|
(78.5
|
)
|
||||||
|
Financing activities
|
|
|
|
|
|
|
||||||||||||
|
Net receipts (repayments) of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
(280.2
|
)
|
(10.9
|
)
|
—
|
|
(291.1
|
)
|
||||||
|
Repayments of long-term debt
|
—
|
|
—
|
|
—
|
|
(0.7
|
)
|
—
|
|
(0.7
|
)
|
||||||
|
Net change in advances to subsidiaries
|
(202.6
|
)
|
(327.7
|
)
|
(557.1
|
)
|
(332.6
|
)
|
1,420.0
|
|
—
|
|
||||||
|
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
—
|
|
8.8
|
|
—
|
|
8.8
|
|
||||||
|
Shares issued to employees, net of shares withheld
|
20.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
20.1
|
|
||||||
|
Dividends paid
|
(181.6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(181.6
|
)
|
||||||
|
Net cash provided by (used for) financing activities
|
(364.1
|
)
|
(327.7
|
)
|
(837.3
|
)
|
(335.4
|
)
|
1,420.0
|
|
(444.5
|
)
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
12.2
|
|
(1.4
|
)
|
—
|
|
10.8
|
|
||||||
|
Change in cash and cash equivalents
|
—
|
|
—
|
|
(0.1
|
)
|
44.7
|
|
—
|
|
44.6
|
|
||||||
|
Cash and cash equivalents, beginning of period
|
—
|
|
—
|
|
0.1
|
|
126.2
|
|
—
|
|
126.3
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
170.9
|
|
$
|
—
|
|
$
|
170.9
|
|
|
In millions
|
Parent
Company Guarantor |
Subsidiary
Guarantor |
Subsidiary
Issuer |
Non-guarantor
Subsidiaries |
Eliminations
|
Consolidated
Total |
||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,112.8
|
|
$
|
—
|
|
$
|
1,112.8
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
718.1
|
|
—
|
|
718.1
|
|
||||||
|
Gross profit
|
—
|
|
—
|
|
—
|
|
394.7
|
|
—
|
|
394.7
|
|
||||||
|
Selling, general and administrative
|
17.7
|
|
0.1
|
|
1.7
|
|
197.5
|
|
—
|
|
217.0
|
|
||||||
|
Research and development
|
—
|
|
—
|
|
—
|
|
24.8
|
|
—
|
|
24.8
|
|
||||||
|
Operating income (loss)
|
(17.7
|
)
|
(0.1
|
)
|
(1.7
|
)
|
172.4
|
|
—
|
|
152.9
|
|
||||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(112.4
|
)
|
(112.5
|
)
|
(127.8
|
)
|
—
|
|
352.7
|
|
—
|
|
||||||
|
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(0.2
|
)
|
—
|
|
(0.2
|
)
|
||||||
|
Net interest expense
|
—
|
|
—
|
|
18.0
|
|
12.9
|
|
—
|
|
30.9
|
|
||||||
|
Income (loss) from continuing operations before income taxes
|
94.7
|
|
112.4
|
|
108.1
|
|
159.7
|
|
(352.7
|
)
|
122.2
|
|
||||||
|
Provision for income taxes
|
—
|
|
—
|
|
—
|
|
27.5
|
|
—
|
|
27.5
|
|
||||||
|
Net income (loss) from continuing operations
|
94.7
|
|
112.4
|
|
108.1
|
|
132.2
|
|
(352.7
|
)
|
94.7
|
|
||||||
|
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
20.5
|
|
—
|
|
20.5
|
|
||||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
20.5
|
|
20.5
|
|
20.5
|
|
—
|
|
(61.5
|
)
|
—
|
|
||||||
|
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, net of tax
|
(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
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,327.4
|
|
$
|
—
|
|
$
|
3,327.4
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
2,161.1
|
|
—
|
|
2,161.1
|
|
||||||
|
Gross profit
|
—
|
|
—
|
|
—
|
|
1,166.3
|
|
—
|
|
1,166.3
|
|
||||||
|
Selling, general and administrative
|
30.4
|
|
0.2
|
|
3.8
|
|
615.2
|
|
—
|
|
649.6
|
|
||||||
|
Research and development
|
—
|
|
—
|
|
—
|
|
72.3
|
|
—
|
|
72.3
|
|
||||||
|
Operating income (loss)
|
(30.4
|
)
|
(0.2
|
)
|
(3.8
|
)
|
478.8
|
|
—
|
|
444.4
|
|
||||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(322.8
|
)
|
(324.3
|
)
|
(334.4
|
)
|
—
|
|
981.5
|
|
—
|
|
||||||
|
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
|
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(1.3
|
)
|
—
|
|
(1.3
|
)
|
||||||
|
Net interest expense
|
—
|
|
1.3
|
|
21.8
|
|
44.4
|
|
—
|
|
67.5
|
|
||||||
|
Income (loss) from continuing operations before income taxes
|
292.4
|
|
322.8
|
|
308.8
|
|
435.7
|
|
(981.5
|
)
|
378.2
|
|
||||||
|
Provision (benefit) for income taxes
|
(0.7
|
)
|
—
|
|
—
|
|
85.8
|
|
—
|
|
85.1
|
|
||||||
|
Net income (loss) from continuing operations
|
293.1
|
|
322.8
|
|
308.8
|
|
349.9
|
|
(981.5
|
)
|
293.1
|
|
||||||
|
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
88.6
|
|
—
|
|
88.6
|
|
||||||
|
Loss from sale of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(4.8
|
)
|
—
|
|
(4.8
|
)
|
||||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
83.8
|
|
83.8
|
|
83.8
|
|
—
|
|
(251.4
|
)
|
—
|
|
||||||
|
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, net of tax
|
(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
|
$
|
—
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
126.2
|
|
$
|
—
|
|
$
|
126.3
|
|
|
Accounts and notes receivable, net
|
0.1
|
|
—
|
|
—
|
|
773.1
|
|
—
|
|
773.2
|
|
||||||
|
Inventories
|
—
|
|
—
|
|
—
|
|
564.7
|
|
—
|
|
564.7
|
|
||||||
|
Other current assets
|
25.2
|
|
12.8
|
|
—
|
|
219.9
|
|
(37.9
|
)
|
220.0
|
|
||||||
|
Current assets held for sale
|
—
|
|
—
|
|
—
|
|
1,093.4
|
|
—
|
|
1,093.4
|
|
||||||
|
Total current assets
|
25.3
|
|
12.8
|
|
0.1
|
|
2,777.3
|
|
(37.9
|
)
|
2,777.6
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
539.8
|
|
—
|
|
539.8
|
|
||||||
|
Other assets
|
|
|
|
|
|
|
||||||||||||
|
Investments in subsidiaries
|
4,495.6
|
|
4,486.1
|
|
10,151.1
|
|
—
|
|
(19,132.8
|
)
|
—
|
|
||||||
|
Goodwill
|
—
|
|
—
|
|
—
|
|
4,259.0
|
|
—
|
|
4,259.0
|
|
||||||
|
Intangibles, net
|
—
|
|
—
|
|
—
|
|
1,747.4
|
|
—
|
|
1,747.4
|
|
||||||
|
Other non-current assets
|
12.6
|
|
—
|
|
190.1
|
|
145.6
|
|
(187.2
|
)
|
161.1
|
|
||||||
|
Non-current assets held for sale
|
—
|
|
—
|
|
—
|
|
2,348.6
|
|
—
|
|
2,348.6
|
|
||||||
|
Total other assets
|
4,508.2
|
|
4,486.1
|
|
10,341.2
|
|
8,500.6
|
|
(19,320.0
|
)
|
8,516.1
|
|
||||||
|
Total assets
|
$
|
4,533.5
|
|
$
|
4,498.9
|
|
$
|
10,341.3
|
|
$
|
11,817.7
|
|
$
|
(19,357.9
|
)
|
$
|
11,833.5
|
|
|
Liabilities and Equity
|
||||||||||||||||||
|
Current liabilities
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable
|
0.6
|
|
—
|
|
0.3
|
|
402.9
|
|
—
|
|
403.8
|
|
||||||
|
Employee compensation and benefits
|
0.4
|
|
0.1
|
|
—
|
|
162.1
|
|
—
|
|
162.6
|
|
||||||
|
Other current liabilities
|
61.7
|
|
1.5
|
|
27.1
|
|
434.7
|
|
(37.9
|
)
|
487.1
|
|
||||||
|
Current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
433.0
|
|
—
|
|
433.0
|
|
||||||
|
Total current liabilities
|
62.7
|
|
1.6
|
|
27.4
|
|
1,432.7
|
|
(37.9
|
)
|
1,486.5
|
|
||||||
|
Other liabilities
|
|
|
|
|
|
|
||||||||||||
|
Long-term debt
|
453.3
|
|
1.7
|
|
4,535.5
|
|
(117.5
|
)
|
(187.2
|
)
|
4,685.8
|
|
||||||
|
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
244.6
|
|
—
|
|
244.6
|
|
||||||
|
Deferred tax liabilities
|
—
|
|
—
|
|
3.1
|
|
667.1
|
|
—
|
|
670.2
|
|
||||||
|
Other non-current liabilities
|
8.7
|
|
—
|
|
—
|
|
183.7
|
|
—
|
|
192.4
|
|
||||||
|
Non-current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
545.2
|
|
—
|
|
545.2
|
|
||||||
|
Total liabilities
|
524.7
|
|
3.3
|
|
4,566.0
|
|
2,955.8
|
|
(225.1
|
)
|
7,824.7
|
|
||||||
|
Equity
|
4,008.8
|
|
4,495.6
|
|
5,775.3
|
|
8,861.9
|
|
(19,132.8
|
)
|
4,008.8
|
|
||||||
|
Total liabilities and equity
|
$
|
4,533.5
|
|
$
|
4,498.9
|
|
$
|
10,341.3
|
|
$
|
11,817.7
|
|
$
|
(19,357.9
|
)
|
$
|
11,833.5
|
|
|
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
|
—
|
|
—
|
|
—
|
|
(66.3
|
)
|
—
|
|
(66.3
|
)
|
||||||
|
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
3.6
|
|
—
|
|
3.6
|
|
||||||
|
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(1,913.0
|
)
|
—
|
|
(1,913.0
|
)
|
||||||
|
Net intercompany loan activity
|
—
|
|
—
|
|
1,657.8
|
|
(149.8
|
)
|
(1,508.0
|
)
|
—
|
|
||||||
|
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
|
Net cash provided by (used for) investing activities of continuing operations
|
—
|
|
—
|
|
1,657.8
|
|
(2,125.5
|
)
|
(1,508.0
|
)
|
(1,975.7
|
)
|
||||||
|
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
—
|
|
—
|
|
45.1
|
|
—
|
|
45.1
|
|
||||||
|
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
1,657.8
|
|
(2,080.4
|
)
|
(1,508.0
|
)
|
(1,930.6
|
)
|
||||||
|
Financing activities
|
|
|
|
|
|
|
||||||||||||
|
Net receipts of short-term borrowings
|
—
|
|
—
|
|
—
|
|
(2.0
|
)
|
—
|
|
(2.0
|
)
|
||||||
|
Net receipts (repayments) 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
|
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
•
|
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.
|
|
•
|
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.
|
|
•
|
Technical Solutions
— The Technical Solutions segment designs, manufactures, markets and services products that guard and protect some of the world’s most sensitive electrical and electronic equipment, as well as heat management solutions designed to provide thermal protection to temperature sensitive fluid applications and engineered electrical and fastening products for electrical, mechanical and civil applications.
|
|
•
|
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. During
2015
and the first
nine months
of
2016
, our core sales have been challenged by broad-based industrial capital expenditure and maintenance deferrals. We expect this trend to continue throughout 2016.
|
|
•
|
We experienced declines in project orders, particularly within the industrial and energy businesses. We expect headwinds in the industrial and energy businesses to continue and oil prices to remain depressed throughout
2016
.
|
|
•
|
We initiated restructuring actions to offset the negative earnings impact of core revenue decline and foreign exchange. We expect to continue these actions throughout
2016
and that these actions will contribute to margin growth in
2016
.
|
|
•
|
Our results were negatively impacted due to the strengthening of the U.S. dollar against most key global currencies for the first nine months of
2016
. We expect this trend to continue throughout
2016
.
|
|
•
|
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 core sales growth will likely be limited or may decline.
|
|
•
|
We have 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, and we are uncertain as to the timing and impact of these market changes.
|
|
•
|
Reducing long-term debt and overall leverage through improved cash flow performance and the pending sale of the Valves & Controls business;
|
|
•
|
Driving operating excellence through lean enterprise initiatives, with specific focus on sourcing and supply management, cash flow management and lean operations;
|
|
•
|
Achieving differentiated revenue growth through new products and global and market expansion;
|
|
•
|
Optimizing our technological capabilities to increasingly generate innovative new products; and
|
|
•
|
Focusing on developing global talent in light of our increased global presence.
|
|
|
Three months ended
|
||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
$
change
|
% / point
change
|
|||||||
|
Net sales
|
$
|
1,210.7
|
|
$
|
1,112.8
|
|
$
|
97.9
|
|
8.8
|
%
|
|
Cost of goods sold
|
769.8
|
|
718.1
|
|
51.7
|
|
7.2
|
%
|
|||
|
Gross profit
|
440.9
|
|
394.7
|
|
46.2
|
|
11.7
|
%
|
|||
|
% of net sales
|
36.4
|
%
|
35.5
|
%
|
|
0.9
|
pts
|
||||
|
|
|
|
|
|
|
||||||
|
Selling, general and administrative
|
228.4
|
|
217.0
|
|
11.4
|
|
5.3
|
%
|
|||
|
% of net sales
|
18.8
|
%
|
19.6
|
%
|
|
(0.8
|
) pts
|
||||
|
Research and development
|
29.7
|
|
24.8
|
|
4.9
|
|
19.8
|
%
|
|||
|
% of net sales
|
2.5
|
%
|
2.2
|
%
|
|
0.3
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Operating income
|
182.8
|
|
152.9
|
|
29.9
|
|
19.6
|
%
|
|||
|
% of net sales
|
15.1
|
%
|
13.7
|
%
|
|
1.4
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Net interest expense
|
34.3
|
|
30.9
|
|
3.4
|
|
11.0
|
%
|
|||
|
|
|
|
|
|
|||||||
|
Income from continuing operations before income taxes
|
149.7
|
|
122.2
|
|
27.5
|
|
22.5
|
%
|
|||
|
Provision for income taxes
|
32.2
|
|
27.5
|
|
4.7
|
|
17.1
|
%
|
|||
|
Effective tax rate
|
21.5
|
%
|
22.5
|
%
|
|
(1.0
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
$
change |
% / point
change |
|||||||
|
Net sales
|
$
|
3,701.9
|
|
$
|
3,327.4
|
|
$
|
374.5
|
|
11.3
|
%
|
|
Cost of goods sold
|
2,347.9
|
|
2,161.1
|
|
186.8
|
|
8.6
|
%
|
|||
|
Gross profit
|
1,354.0
|
|
1,166.3
|
|
187.7
|
|
16.1
|
%
|
|||
|
% of net sales
|
36.6
|
%
|
35.1
|
%
|
|
1.5
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Selling, general and administrative
|
728.2
|
|
649.6
|
|
78.6
|
|
12.1
|
%
|
|||
|
% of net sales
|
19.7
|
%
|
19.5
|
%
|
|
0.2
|
pts
|
||||
|
Research and development
|
86.9
|
|
72.3
|
|
14.6
|
|
20.2
|
%
|
|||
|
% of net sales
|
2.3
|
%
|
2.2
|
%
|
|
0.1
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Operating income
|
538.9
|
|
444.4
|
|
94.5
|
|
21.3
|
%
|
|||
|
% of net sales
|
14.6
|
%
|
13.4
|
%
|
|
1.2
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Net interest expense
|
105.9
|
|
67.5
|
|
38.4
|
|
56.9
|
%
|
|||
|
|
|
|
|
|
|||||||
|
Income from continuing operations before income taxes
|
435.7
|
|
378.2
|
|
57.5
|
|
15.2
|
%
|
|||
|
Provision for income taxes
|
93.7
|
|
85.1
|
|
8.6
|
|
10.1
|
%
|
|||
|
Effective tax rate
|
21.5
|
%
|
22.5
|
%
|
|
(1.0
|
) pts
|
||||
|
|
Three months ended September 30, 2016
|
Nine months ended September 30, 2016
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
(2.1
|
)%
|
0.6
|
%
|
|
Price
|
0.4
|
|
0.4
|
|
|
Core growth
|
(1.7
|
)
|
1.0
|
|
|
Acquisition
|
10.5
|
|
11.2
|
|
|
Currency
|
—
|
|
(0.9
|
)
|
|
Total
|
8.8
|
%
|
11.3
|
%
|
|
•
|
net sales of
$134.2 million and $396.2 million
for the
three and nine months ended
September 30, 2016
, respectively, as a result of the ERICO Acquisition, compared to sales of $13.0 million in the third quarter and first nine months of 2015; and
|
|
•
|
core sales growth in Water Quality Systems, primarily as the result of increased volume in the United States and Canada.
|
|
•
|
continued slowdown in capital spending, particularly in the industrial and energy businesses, driving core sales declines in Flow & Filtration Solutions and Technical Solutions;
|
|
•
|
slowing economic activity in certain developing regions, including China and Brazil; and
|
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects for the nine months ended
September 30, 2016
.
|
|
•
|
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.
|
|
•
|
inflationary increases related to raw materials and labor costs.
|
|
•
|
cost control and savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
|
•
|
amortization expense of
$24.1 million
in the
third quarter
of
2016
, compared to
$14.8 million
in the
third quarter
of
2015
, respectively, as a result of the ERICO Acquisition; and
|
|
•
|
increased investment in sales and marketing to drive growth.
|
|
•
|
amortization expense of
$72.6 million
in the first nine months of
2016
, compared to
$43.8 million
in the first nine months of
2015
, as a result of the ERICO Acquisition; and
|
|
•
|
increased investment in sales and marketing to drive growth.
|
|
•
|
savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
|
•
|
the impact of higher debt levels during the
third quarter and first nine months
of
2016
, compared to the
third quarter and first nine months
of
2015
, primarily as the result of the September 2015 issuance of senior notes to finance the ERICO Acquisition; and
|
|
•
|
increased overall interest rates in effect on our outstanding debt.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
|
% / point change
|
|
September 30,
2016 |
September 26,
2015 |
|
% / point change
|
||||||||||
|
Net sales
|
$
|
328.6
|
|
$
|
322.0
|
|
|
2.0
|
%
|
|
$
|
1,057.2
|
|
$
|
1,016.6
|
|
|
4.0
|
%
|
|
Segment income
|
69.6
|
|
60.5
|
|
|
15.0
|
%
|
|
229.5
|
|
200.5
|
|
|
14.5
|
%
|
||||
|
% of net sales
|
21.2
|
%
|
18.8
|
%
|
|
2.4
|
pts
|
|
21.7
|
%
|
19.7
|
%
|
|
2.0
|
pts
|
||||
|
|
Three months ended September 30, 2016
|
Nine months ended September 30, 2016
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
0.8
|
%
|
3.9
|
%
|
|
Price
|
1.1
|
|
0.5
|
|
|
Core growth
|
1.9
|
|
4.4
|
|
|
Currency
|
0.1
|
|
(0.4
|
)
|
|
Total
|
2.0
|
%
|
4.0
|
%
|
|
•
|
core sales growth related to higher sales of certain pool products primarily serving North American residential housing for the
third quarter and first nine months
of
2016
;
|
|
•
|
core sales growth in the water filtration business 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 during the
nine months ended
September 30, 2016
; and
|
|
•
|
core sales declines in Western Europe and in certain developing regions, including China and Latin America.
|
|
|
Three months ended September 30, 2016
|
Nine months ended September 30, 2016
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Growth
|
0.2
|
pts
|
0.6
|
pts
|
|
Inflation
|
(0.8
|
)
|
(0.8
|
)
|
|
Productivity/Price
|
3.0
|
|
2.2
|
|
|
Total
|
2.4
|
pts
|
2.0
|
pts
|
|
•
|
favorable material savings and product mix offsetting inflation;
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
|
•
|
savings generated from PIMS initiatives including lean and supply management practices.
|
|
•
|
inflationary increases related to labor costs and certain raw materials; and
|
|
•
|
continued growth investments in research & development and sales & marketing.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
|
% / point change
|
|
September 30,
2016 |
September 26,
2015 |
|
% / point change
|
||||||||||
|
Net sales
|
$
|
342.7
|
|
$
|
362.7
|
|
|
(5.5
|
)%
|
|
$
|
1,049.1
|
|
$
|
1,087.4
|
|
|
(3.5
|
)%
|
|
Segment income
|
49.5
|
|
53.2
|
|
|
(7.0
|
)%
|
|
144.5
|
|
146.7
|
|
|
(1.5
|
)%
|
||||
|
% of net sales
|
14.4
|
%
|
14.7
|
%
|
|
(0.3
|
) pts
|
|
13.8
|
%
|
13.5
|
%
|
|
0.3
|
pts
|
||||
|
|
Three months ended September 30, 2016
|
Nine months ended September 30, 2016
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
(6.5
|
)%
|
(3.6
|
)%
|
|
Price
|
1.0
|
|
0.9
|
|
|
Core growth
|
(5.5
|
)
|
(2.7
|
)
|
|
Currency
|
—
|
|
(0.8
|
)
|
|
Total
|
(5.5
|
)%
|
(3.5
|
)%
|
|
•
|
core sales declines in the food & beverage business during the
nine months ended
September 30, 2016
due mainly to weak irrigation sales and lower project sales;
|
|
•
|
continued slowdown in industrial capital spending, driving core sales declines in the industrial business;
|
|
•
|
continued sales declines in China and Latin America as the result of economic uncertainty; and
|
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects during the
nine months ended
September 30, 2016
.
|
|
•
|
core sales growth related to higher sales of pump and filtration solutions serving the infrastructure businesses during the
nine months ended
September 30, 2016
; and
|
|
•
|
core sales growth in certain developing regions, including Middle East and Eastern Europe.
|
|
|
Three months ended September 30, 2016
|
Nine months ended September 30, 2016
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Growth
|
(0.9
|
) pts
|
(0.9
|
) pts
|
|
Inflation
|
(1.1
|
)
|
(1.0
|
)
|
|
Productivity/Price
|
1.7
|
|
2.2
|
|
|
Total
|
(0.3
|
) pts
|
0.3
|
pts
|
|
•
|
lower core sales volumes, which resulted in decreased leverage on operating expenses;
|
|
•
|
negative product mix and pricing pressure; and
|
|
•
|
inflationary increases related to labor costs and certain raw materials.
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
|
•
|
savings generated from our cost-out actions and PIMS initiatives, including lean and supply management practices.
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
|
•
|
savings generated from our cost-out actions and PIMS initiatives, including lean and supply management practices.
|
|
•
|
inflationary increases related to labor costs and certain raw materials; and
|
|
•
|
lower core sales volumes, which resulted in decreased leverage on operating expenses.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
|
% / point change
|
|
September 30,
2016 |
September 26,
2015 |
|
% / point change
|
||||||||||
|
Net sales
|
$
|
543.1
|
|
$
|
432.3
|
|
|
25.6
|
%
|
|
$
|
1,608.3
|
|
$
|
1,235.2
|
|
|
30.2
|
%
|
|
Segment income
|
119.6
|
|
101.0
|
|
|
18.4
|
%
|
|
344.0
|
|
265.0
|
|
|
29.8
|
%
|
||||
|
% of net sales
|
22.0
|
%
|
23.4
|
%
|
|
(1.4
|
) pts
|
|
21.4
|
%
|
21.5
|
%
|
|
(0.1
|
) pts
|
||||
|
|
Three months ended September 30, 2016
|
Nine months ended September 30, 2016
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
(0.4
|
)%
|
1.7
|
%
|
|
Price
|
(0.6
|
)
|
(0.3
|
)
|
|
Core growth
|
(1.0
|
)
|
1.4
|
|
|
Acquisition
|
26.6
|
|
30.1
|
|
|
Currency
|
—
|
|
(1.3
|
)
|
|
Total
|
25.6
|
%
|
30.2
|
%
|
|
•
|
net sales of
$134.2 million and $396.2 million
for the
three and nine months ended
September 30, 2016
, respectively, as a result of the ERICO Acquisition, compared to sales of $13.0 million in the third quarter and first nine months of 2015; and
|
|
•
|
core sales growth in our industrial and residential and commercial businesses.
|
|
•
|
continued slowdown in capital spending, particularly in the energy and infrastructure businesses, driving core sales declines for the
three and nine months ended
September 30, 2016; and
|
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects during the
nine months ended
September 30, 2016
.
|
|
|
Three months ended September 30, 2016
|
Nine months ended September 30, 2016
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Growth/Acquisition
|
(0.5
|
) pts
|
(0.6
|
) pts
|
|
Inflation
|
(1.0
|
)
|
(1.2
|
)
|
|
Productivity/Price
|
0.1
|
|
1.7
|
|
|
Total
|
(1.4
|
) pts
|
(0.1
|
) pts
|
|
•
|
lower margin greenfield project sales not offsetting the decline in higher margin product sales; and
|
|
•
|
inflationary increases related to labor costs and certain raw materials.
|
|
•
|
higher core sales in our industrial and residential and commercial businesses during the
nine months ended
September 30, 2016
, which resulted in increased leverage on operating expenses; and
|
|
•
|
strong margin contribution and integration synergies as a result of the ERICO Acquisition.
|
|
|
Nine months ended
|
|||||
|
In millions
|
September 30,
2016 |
September 26,
2015 |
||||
|
Net cash provided by (used for) operating activities of continuing operations
|
$
|
459.7
|
|
$
|
354.5
|
|
|
Capital expenditures of continuing operations
|
(94.5
|
)
|
(66.3
|
)
|
||
|
Proceeds from sale of property and equipment of continuing operations
|
24.1
|
|
3.6
|
|
||
|
Free cash flow from continuing operations
|
$
|
389.3
|
|
$
|
291.8
|
|
|
Net cash provided by (used for) operating activities of discontinued operations
|
97.1
|
|
41.4
|
|
||
|
Capital expenditures of discontinued operations
|
(15.4
|
)
|
(34.3
|
)
|
||
|
Proceeds from sale of property and equipment of discontinued operations
|
3.2
|
|
21.2
|
|
||
|
Free cash flow
|
$
|
474.2
|
|
$
|
320.1
|
|
|
|
(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
|
||||||
|
July 1 - July 30
|
649
|
|
$
|
58.30
|
|
—
|
|
$
|
800,000,049
|
|
|
July 31 - August 27
|
612
|
|
$
|
62.51
|
|
—
|
|
$
|
800,000,049
|
|
|
August 28 - September 30
|
82,165
|
|
$
|
63.15
|
|
—
|
|
$
|
800,000,049
|
|
|
Total
|
83,426
|
|
|
—
|
|
|
||||
|
(a)
|
The purchases in this column include
649
shares for the period
July 1 - July 30
,
612
shares for the period
July 31 - August 27
and
82,165
shares for the period
August 28 - September 30
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
|
|
Share Purchase Agreement, dated August 18, 2016, by and between Emerson Electric Co. and Pentair plc.*
|
|
|
|
|
|
3.1
|
|
Amended and restated Memorandum and Articles of Association of Pentair plc.
|
|
|
|
|
|
4.1
|
|
Third Amendment, dated as of September 15, 2016, among Pentair plc, Pentair Investment Switzerland GmbH, Pentair Finance S.A. and the lenders and agent 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 16, 2016 (File No. 0001-11625)).
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer.
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer.
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
101
|
|
The following materials from Pentair plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 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 30, 2016 and September 26, 2015, (ii) the Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015, (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and September 26, 2015, (iv) the Condensed Consolidated Statements of Changes in Equity for the nine months ended September 30, 2016 and September 26, 2015, and (v) Notes to Condensed Consolidated Financial Statements.
|
|
*
|
Certain schedules and exhibits have been omitted and Pentair plc agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedules and exhibits upon request.
|
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 |
|---|