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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended March 31, 2018
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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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43 London Wall, London, EC2M 5TF, 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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Emerging growth
company o |
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(Do not check if a smaller reporting company)
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Page
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PART I FINANCIAL INFORMATION
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II OTHER INFORMATION
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 6.
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Three months ended
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|||||
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In millions, except per-share data
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March 31,
2018 |
March 31,
2017 |
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Net sales
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$
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1,269.7
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$
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1,183.5
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Cost of goods sold
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807.7
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761.2
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Gross profit
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462.0
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422.3
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Selling, general and administrative
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279.6
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251.7
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Research and development
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30.1
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30.0
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Operating income
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152.3
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140.6
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Other (income) expense:
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Loss on sale of business
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5.3
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—
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Net interest expense
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13.8
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35.0
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Other expense
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1.4
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2.0
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Income from continuing operations before income taxes
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131.8
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103.6
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Provision for income taxes
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27.6
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22.9
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Net income from continuing operations
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104.2
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80.7
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(Loss) income from discontinued operations, net of tax
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(1.3
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)
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7.1
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Net income
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$
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102.9
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$
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87.8
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Comprehensive income, net of tax
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Net income
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$
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102.9
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$
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87.8
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Changes in cumulative translation adjustment
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2.4
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75.7
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Changes in market value of derivative financial instruments, net of tax
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(3.8
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)
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1.6
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Comprehensive income
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$
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101.5
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$
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165.1
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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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0.58
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$
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0.44
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Discontinued operations
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(0.01
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)
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0.04
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Basic earnings per ordinary share
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$
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0.57
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$
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0.48
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Diluted
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Continuing operations
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$
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0.58
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$
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0.44
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Discontinued operations
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(0.01
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)
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0.04
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Diluted earnings per ordinary share
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$
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0.57
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$
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0.48
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Weighted average ordinary shares outstanding
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Basic
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179.2
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182.0
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Diluted
|
181.5
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184.0
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Cash dividends paid per ordinary share
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$
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0.35
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$
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0.345
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March 31,
2018 |
December 31,
2017 |
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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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907.5
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$
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113.3
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Accounts and notes receivable, net of allowances of $17.9 and $22.6, respectively
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985.2
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831.6
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Inventories
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593.5
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581.0
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Other current assets
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232.8
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222.9
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Total current assets
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2,719.0
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1,748.8
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Property, plant and equipment, net
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546.5
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545.5
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Other assets
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Goodwill
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4,380.1
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4,351.1
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Intangibles, net
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1,536.5
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1,558.4
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Other non-current assets
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186.0
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429.9
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Total other assets
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6,102.6
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6,339.4
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Total assets
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$
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9,368.1
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$
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8,633.7
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Liabilities and Equity
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Current liabilities
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Current maturities of long-term debt and short-term borrowings
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$
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0.2
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$
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—
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Accounts payable
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404.0
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495.7
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Employee compensation and benefits
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142.7
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186.6
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Other current liabilities
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480.6
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517.1
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Total current liabilities
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1,027.5
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1,199.4
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Other liabilities
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Long-term debt
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2,673.1
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1,440.7
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Pension and other post-retirement compensation and benefits
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291.9
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285.6
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Deferred tax liabilities
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369.1
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394.8
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Other non-current liabilities
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286.8
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275.4
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Total liabilities
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4,648.4
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3,595.9
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Equity
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Ordinary shares $0.01 par value, 426.0 authorized, 178.4 and 180.3 issued at March 31, 2018 and December 31, 2017, respectively
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1.8
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1.8
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Additional paid-in capital
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2,654.7
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2,797.7
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Retained earnings
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2,308.0
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2,481.7
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Accumulated other comprehensive loss
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(244.8
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)
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(243.4
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)
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Total equity
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4,719.7
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5,037.8
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Total liabilities and equity
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$
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9,368.1
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$
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8,633.7
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Three months ended
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In millions
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March 31,
2018 |
March 31,
2017 |
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Operating activities
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Net income
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$
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102.9
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$
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87.8
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Loss (income) from discontinued operations, net of tax
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1.3
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(7.1
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)
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Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities of continuing operations
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Equity income of unconsolidated subsidiaries
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(0.6
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)
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(0.2
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)
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Depreciation
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21.5
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21.4
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Amortization
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24.7
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24.0
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Deferred income taxes
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(10.6
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)
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(4.7
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)
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Loss on sale of business
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5.3
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—
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Share-based compensation
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6.0
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16.4
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Changes in assets and liabilities, net of effects of business acquisitions
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Accounts and notes receivable
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(146.9
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)
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(130.6
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)
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Inventories
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(6.3
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)
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(8.6
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)
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Other current assets
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(2.4
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)
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(18.0
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)
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Accounts payable
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(94.2
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)
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(55.9
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)
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Employee compensation and benefits
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(46.6
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)
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(23.9
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)
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Other current liabilities
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(20.8
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)
|
15.8
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Other non-current assets and liabilities
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(0.2
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)
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(5.1
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)
|
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Net cash provided by (used for) operating activities of continuing operations
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(166.9
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)
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(88.7
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)
|
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Net cash provided by (used for) operating activities of discontinued operations
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(0.7
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)
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(17.3
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)
|
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Net cash provided by (used for) operating activities
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(167.6
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)
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(106.0
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)
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Investing activities
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||||
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Capital expenditures
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(16.8
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)
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(23.6
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)
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Proceeds from sale of property and equipment
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2.3
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—
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Payments due to the sale of businesses, net
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(13.8
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)
|
—
|
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Acquisitions, net of cash acquired
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(2.9
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)
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(56.7
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)
|
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Net cash provided by (used for) investing activities of continuing operations
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(31.2
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)
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(80.3
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)
|
||
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Net cash provided by (used for) investing activities of discontinued operations
|
—
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(3.7
|
)
|
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Net cash provided by (used for) investing activities
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(31.2
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)
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(84.0
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)
|
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Financing activities
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||||
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Net receipts (repayments) of short-term borrowings
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0.2
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(0.1
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)
|
||
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Net receipts of commercial paper and revolving long-term debt
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417.5
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229.1
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|
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Proceeds from long-term debt
|
800.0
|
|
—
|
|
||
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Debt issuance costs
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(7.5
|
)
|
—
|
|
||
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Shares issued to employees, net of shares withheld
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0.9
|
|
2.8
|
|
||
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Repurchases of ordinary shares
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(150.0
|
)
|
—
|
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||
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Dividends paid
|
(63.3
|
)
|
(62.8
|
)
|
||
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Net cash provided by (used for) financing activities
|
997.8
|
|
169.0
|
|
||
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Effect of exchange rate changes on cash and cash equivalents
|
(4.8
|
)
|
20.6
|
|
||
|
Change in cash and cash equivalents
|
794.2
|
|
(0.4
|
)
|
||
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Cash and cash equivalents, beginning of period
|
113.3
|
|
238.5
|
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Cash and cash equivalents, end of period
|
$
|
907.5
|
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$
|
238.1
|
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In millions
|
Ordinary shares
|
|
Additional paid-in capital
|
Retained earnings
|
Accumulated
other
comprehensive loss
|
Total
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||||||||||||
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Number
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Amount
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||||||||||||||||
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Balance - December 31, 2017
|
180.3
|
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$
|
1.8
|
|
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$
|
2,797.7
|
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$
|
2,481.7
|
|
$
|
(243.4
|
)
|
$
|
5,037.8
|
|
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Net income
|
—
|
|
—
|
|
|
—
|
|
102.9
|
|
—
|
|
102.9
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|||||
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Cumulative effect of accounting changes
|
—
|
|
—
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—
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(214.0
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)
|
—
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(214.0
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)
|
|||||
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Other comprehensive loss, net of tax
|
—
|
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—
|
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—
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—
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(1.4
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)
|
(1.4
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)
|
|||||
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Dividends declared
|
—
|
|
—
|
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|
—
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(62.6
|
)
|
—
|
|
(62.6
|
)
|
|||||
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Share repurchase
|
(2.2
|
)
|
—
|
|
|
(150.0
|
)
|
—
|
|
—
|
|
(150.0
|
)
|
|||||
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Exercise of options, net of shares tendered for payment
|
0.1
|
|
—
|
|
|
5.8
|
|
—
|
|
—
|
|
5.8
|
|
|||||
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Issuance of restricted shares, net of cancellations
|
0.3
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
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Shares surrendered by employees to pay taxes
|
(0.1
|
)
|
—
|
|
|
(4.8
|
)
|
—
|
|
—
|
|
(4.8
|
)
|
|||||
|
Share-based compensation
|
—
|
|
—
|
|
|
6.0
|
|
—
|
|
—
|
|
6.0
|
|
|||||
|
Balance - March 31, 2018
|
178.4
|
|
$
|
1.8
|
|
|
$
|
2,654.7
|
|
$
|
2,308.0
|
|
$
|
(244.8
|
)
|
$
|
4,719.7
|
|
|
In millions
|
Ordinary shares
|
|
Additional paid-in capital
|
Retained earnings
|
Accumulated
other
comprehensive loss
|
Total
|
||||||||||||
|
Number
|
Amount
|
|||||||||||||||||
|
Balance - December 31, 2016
|
181.8
|
|
$
|
1.8
|
|
|
$
|
2,920.8
|
|
$
|
2,068.1
|
|
$
|
(736.3
|
)
|
$
|
4,254.4
|
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
87.8
|
|
—
|
|
87.8
|
|
|||||
|
Other comprehensive income, net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
77.3
|
|
77.3
|
|
|||||
|
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
(64.0
|
)
|
—
|
|
(64.0
|
)
|
|||||
|
Exercise of options, net of shares tendered for payment
|
0.2
|
|
—
|
|
|
9.5
|
|
—
|
|
—
|
|
9.5
|
|
|||||
|
Issuance of restricted shares, net of cancellations
|
0.3
|
|
0.1
|
|
|
—
|
|
—
|
|
—
|
|
0.1
|
|
|||||
|
Shares surrendered by employees to pay taxes
|
(0.1
|
)
|
—
|
|
|
(6.7
|
)
|
—
|
|
—
|
|
(6.7
|
)
|
|||||
|
Share-based compensation
|
—
|
|
—
|
|
|
16.4
|
|
—
|
|
—
|
|
16.4
|
|
|||||
|
Balance - March 31, 2017
|
182.2
|
|
$
|
1.9
|
|
|
$
|
2,940.0
|
|
$
|
2,091.9
|
|
$
|
(659.0
|
)
|
$
|
4,374.8
|
|
|
|
Three months ended
March 31, 2017 |
||||||||
|
In millions
|
Previously Reported
|
As Revised
|
Effect of Change
|
||||||
|
Selling, general and administrative expenses
|
$
|
253.9
|
|
$
|
251.7
|
|
$
|
(2.2
|
)
|
|
Operating income
|
138.4
|
|
140.6
|
|
2.2
|
|
|||
|
Other expense
|
—
|
|
2.2
|
|
2.2
|
|
|||
|
Condensed Consolidated Statements of Operations and Comprehensive Income
|
|||||||||
|
|
Three months ended March 31, 2018
|
||||||||
|
In millions
|
As Reported
|
Balances without adoption of ASC 606
|
Effect of Change
|
||||||
|
Net sales
|
$
|
1,269.7
|
|
$
|
1,261.1
|
|
$
|
8.6
|
|
|
Cost of goods sold
|
807.7
|
|
801.3
|
|
6.4
|
|
|||
|
Provision for income taxes
|
27.6
|
|
27.2
|
|
0.4
|
|
|||
|
Net income from continuing operations
|
104.2
|
|
102.4
|
|
1.8
|
|
|||
|
Condensed Consolidated Balance Sheets
|
|
|
|||||||
|
|
March 31, 2018
|
||||||||
|
In millions
|
As Reported
|
Balances without adoption of ASC 606
|
Effect of Change
|
||||||
|
Assets
|
|
|
|
||||||
|
Accounts and notes receivable, net
|
$
|
985.2
|
|
$
|
977.3
|
|
$
|
7.9
|
|
|
Inventories
|
593.5
|
|
602.6
|
|
(9.1
|
)
|
|||
|
Other current assets
|
232.8
|
|
222.8
|
|
10.0
|
|
|||
|
Liabilities
|
|
|
|
||||||
|
Other current liabilities
|
480.6
|
|
473.8
|
|
6.8
|
|
|||
|
Deferred tax liabilities
|
369.1
|
|
368.6
|
|
0.5
|
|
|||
|
Equity
|
|
|
|
||||||
|
Retained Earnings
|
2,308.0
|
|
2,306.4
|
|
1.6
|
|
|||
|
Condensed Consolidated Balance Sheets
|
|
|
|
|||||||||
|
In millions
|
Balance at December 31, 2017
|
Adjustments due to ASU 2016-16
|
Adjustments due to ASU 2014-09
|
Balance at January 1, 2018
|
||||||||
|
Assets
|
|
|
|
|
||||||||
|
Accounts and notes receivable, net
|
$
|
831.6
|
|
$
|
—
|
|
$
|
6.5
|
|
$
|
838.1
|
|
|
Inventories
|
581.0
|
|
—
|
|
(3.4
|
)
|
577.6
|
|
||||
|
Other current assets
|
222.9
|
|
—
|
|
3.4
|
|
226.3
|
|
||||
|
Other non-current assets
|
429.9
|
|
(246.5
|
)
|
—
|
|
183.4
|
|
||||
|
Liabilities
|
|
|
|
|
||||||||
|
Other current liabilities
|
517.1
|
|
—
|
|
6.5
|
|
523.6
|
|
||||
|
Deferred tax liabilities
|
394.8
|
|
(30.7
|
)
|
0.5
|
|
364.6
|
|
||||
|
Equity
|
|
|
|
|
||||||||
|
Retained Earnings
|
2,481.7
|
|
(215.8
|
)
|
1.8
|
|
2,267.7
|
|
||||
|
In millions
|
March 31, 2018
|
December 31, 2017
|
$ Change
|
% Change
|
|||||||
|
Contract assets
|
$
|
118.0
|
|
$
|
121.4
|
|
$
|
(3.4
|
)
|
(2.8
|
)%
|
|
Contract liabilities
|
41.4
|
|
43.4
|
|
(2.0
|
)
|
(4.6
|
)%
|
|||
|
Net contract assets
|
$
|
76.6
|
|
$
|
78.0
|
|
$
|
(1.4
|
)
|
(1.8
|
)%
|
|
|
Three months ended March 31, 2018
|
|||||
|
In millions
|
Water
|
Electrical
|
||||
|
U.S.
|
$
|
452.2
|
|
$
|
317.0
|
|
|
Western Europe
|
110.3
|
|
121.7
|
|
||
|
Developing
(1)
|
113.0
|
|
56.9
|
|
||
|
Other Developed
(2)
|
56.8
|
|
43.3
|
|
||
|
Segment net sales
|
$
|
732.3
|
|
$
|
538.9
|
|
|
(1)
Developing includes China, Eastern Europe, Latin America, the Middle East and Southeast Asia.
|
||||||
|
(2)
Other Developed includes Australia, Canada and Japan.
|
||||||
|
|
Three months ended March 31, 2017
|
|||||
|
In millions
|
Water
|
Electrical
|
||||
|
U.S.
|
$
|
431.2
|
|
300.1
|
|
|
|
Western Europe
|
95.3
|
|
103.3
|
|
||
|
Developing
(1)
|
104.9
|
|
62.1
|
|
||
|
Other Developed
(2)
|
51.5
|
|
36.7
|
|
||
|
Segment net sales
|
$
|
682.9
|
|
$
|
502.2
|
|
|
(1)
Developing includes China, Eastern Europe, Latin America, the Middle East and Southeast Asia.
|
||||||
|
(2)
Other Developed includes Australia, Canada and Japan.
|
||||||
|
|
Three months ended
|
|||||
|
In millions
|
March 31, 2018
|
March 31, 2017
|
||||
|
Residential
|
$
|
412.1
|
|
$
|
388.3
|
|
|
Commercial
|
151.8
|
|
144.7
|
|
||
|
Industrial
|
168.4
|
|
149.9
|
|
||
|
Water net sales
|
$
|
732.3
|
|
$
|
682.9
|
|
|
|
Three months ended
|
|||||
|
In millions
|
March 31, 2018
|
March 31, 2017
|
||||
|
Industrial
|
$
|
243.5
|
|
$
|
220.5
|
|
|
Commercial & Residential
|
146.0
|
|
134.5
|
|
||
|
Energy
|
79.9
|
|
88.0
|
|
||
|
Infrastructure
|
69.5
|
|
59.2
|
|
||
|
Electrical net sales
|
$
|
538.9
|
|
$
|
502.2
|
|
|
|
Three months ended
|
|||||
|
In millions
|
March 31, 2018
|
March 31, 2017
|
||||
|
Aquatic Systems
|
$
|
240.4
|
|
$
|
222.5
|
|
|
Filtration Solutions
|
251.6
|
|
230.8
|
|
||
|
Flow Technologies
|
240.3
|
|
229.6
|
|
||
|
Total Water
|
732.3
|
|
682.9
|
|
||
|
Enclosures
|
254.1
|
|
226.5
|
|
||
|
Thermal Management
|
147.9
|
|
145.4
|
|
||
|
Electrical & Fastening Solutions
|
136.9
|
|
130.3
|
|
||
|
Total Electrical
|
538.9
|
|
502.2
|
|
||
|
Other
|
(1.5
|
)
|
(1.6
|
)
|
||
|
Consolidated net sales
|
$
|
1,269.7
|
|
$
|
1,183.5
|
|
|
|
Three months ended
|
|||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
||||
|
Net sales
|
$
|
—
|
|
$
|
356.5
|
|
|
Cost of goods sold
|
—
|
|
267.9
|
|
||
|
Gross profit
|
—
|
|
88.6
|
|
||
|
Selling, general and administrative
|
—
|
|
79.5
|
|
||
|
Research and development
|
—
|
|
4.2
|
|
||
|
Operating income
|
$
|
—
|
|
$
|
4.9
|
|
|
|
|
|
||||
|
(Loss) income from discontinued operations before income taxes
|
$
|
(0.7
|
)
|
$
|
5.7
|
|
|
Income tax provision (benefit)
|
0.6
|
|
(1.4
|
)
|
||
|
(Loss) income from discontinued operations, net of tax
|
$
|
(1.3
|
)
|
$
|
7.1
|
|
|
4.
|
Share Plans
|
|
|
Three months ended
|
|||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
||||
|
Restricted stock units
|
$
|
2.4
|
|
$
|
5.8
|
|
|
Stock options
|
1.2
|
|
4.5
|
|
||
|
Performance share units
|
2.4
|
|
6.1
|
|
||
|
Total share-based compensation expense
|
$
|
6.0
|
|
$
|
16.4
|
|
|
5.
|
Restructuring
|
|
|
Three months ended
|
|||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
||||
|
Severance and related costs
|
$
|
10.6
|
|
$
|
20.6
|
|
|
Other
|
0.2
|
|
0.3
|
|
||
|
Total restructuring costs
|
$
|
10.8
|
|
$
|
20.9
|
|
|
|
Three months ended
|
|||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
||||
|
Water
|
$
|
5.6
|
|
$
|
7.1
|
|
|
Electrical
|
2.8
|
|
9.3
|
|
||
|
Other
|
2.4
|
|
4.5
|
|
||
|
Consolidated
|
$
|
10.8
|
|
$
|
20.9
|
|
|
In millions
|
March 31,
2018 |
||
|
Beginning balance
|
$
|
39.8
|
|
|
Costs incurred
|
10.6
|
|
|
|
Cash payments and other
|
(16.3
|
)
|
|
|
Ending balance
|
$
|
34.1
|
|
|
6.
|
Earnings Per Share
|
|
|
Three months ended
|
|||||
|
In millions, except per-share data
|
March 31,
2018 |
March 31,
2017 |
||||
|
Net income
|
$
|
102.9
|
|
$
|
87.8
|
|
|
Net income from continuing operations
|
$
|
104.2
|
|
$
|
80.7
|
|
|
Weighted average ordinary shares outstanding
|
|
|
||||
|
Basic
|
179.2
|
|
182.0
|
|
||
|
Dilutive impact of stock options, restricted stock units and performance share units
|
2.3
|
|
2.0
|
|
||
|
Diluted
|
181.5
|
|
184.0
|
|
||
|
Earnings (loss) per ordinary share
|
|
|
||||
|
Basic
|
|
|
||||
|
Continuing operations
|
$
|
0.58
|
|
$
|
0.44
|
|
|
Discontinued operations
|
(0.01
|
)
|
0.04
|
|
||
|
Basic earnings per ordinary share
|
$
|
0.57
|
|
$
|
0.48
|
|
|
Diluted
|
|
|
||||
|
Continuing operations
|
$
|
0.58
|
|
$
|
0.44
|
|
|
Discontinued operations
|
(0.01
|
)
|
0.04
|
|
||
|
Diluted earnings per ordinary share
|
$
|
0.57
|
|
$
|
0.48
|
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
0.4
|
|
1.8
|
|
||
|
In millions
|
March 31,
2018 |
December 31,
2017 |
||||
|
Inventories
|
|
|
||||
|
Raw materials and supplies
|
$
|
255.7
|
|
$
|
255.1
|
|
|
Work-in-process
|
86.3
|
|
83.0
|
|
||
|
Finished goods
|
251.5
|
|
242.9
|
|
||
|
Total inventories
|
$
|
593.5
|
|
$
|
581.0
|
|
|
Other current assets
|
|
|
||||
|
Cost in excess of billings
|
$
|
118.0
|
|
$
|
121.4
|
|
|
Prepaid expenses
|
78.9
|
|
80.7
|
|
||
|
Prepaid income taxes
|
26.0
|
|
15.3
|
|
||
|
Other current assets
|
9.9
|
|
5.5
|
|
||
|
Total other current assets
|
$
|
232.8
|
|
$
|
222.9
|
|
|
Property, plant and equipment, net
|
|
|
||||
|
Land and land improvements
|
$
|
73.6
|
|
$
|
72.6
|
|
|
Buildings and leasehold improvements
|
361.4
|
|
354.5
|
|
||
|
Machinery and equipment
|
1,026.6
|
|
1,011.6
|
|
||
|
Construction in progress
|
38.0
|
|
35.1
|
|
||
|
Total property, plant and equipment
|
1,499.6
|
|
1,473.8
|
|
||
|
Accumulated depreciation and amortization
|
953.1
|
|
928.3
|
|
||
|
Total property, plant and equipment, net
|
$
|
546.5
|
|
$
|
545.5
|
|
|
Other non-current assets
|
|
|
||||
|
Prepaid income taxes
|
$
|
—
|
|
$
|
254.3
|
|
|
Deferred income taxes
|
54.3
|
|
43.0
|
|
||
|
Deferred compensation plan assets
|
43.6
|
|
49.4
|
|
||
|
Other non-current assets
|
88.1
|
|
83.2
|
|
||
|
Total other non-current assets
|
$
|
186.0
|
|
$
|
429.9
|
|
|
Other current liabilities
|
|
|
||||
|
Dividends payable
|
$
|
62.4
|
|
$
|
63.1
|
|
|
Accrued warranty
|
45.2
|
|
41.0
|
|
||
|
Accrued rebates
|
71.9
|
|
92.7
|
|
||
|
Billings in excess of cost
|
30.2
|
|
29.9
|
|
||
|
Income taxes payable
|
23.9
|
|
31.1
|
|
||
|
Accrued restructuring
|
34.1
|
|
39.8
|
|
||
|
Other current liabilities
|
212.9
|
|
219.5
|
|
||
|
Total other current liabilities
|
$
|
480.6
|
|
$
|
517.1
|
|
|
Other non-current liabilities
|
|
|
||||
|
Income taxes payable
|
$
|
92.3
|
|
$
|
92.7
|
|
|
Self-insurance liabilities
|
51.1
|
|
48.3
|
|
||
|
Deferred compensation plan liabilities
|
43.6
|
|
49.4
|
|
||
|
Foreign currency contract liabilities
|
62.2
|
|
47.2
|
|
||
|
Other non-current liabilities
|
37.6
|
|
37.8
|
|
||
|
Total other non-current liabilities
|
$
|
286.8
|
|
$
|
275.4
|
|
|
8.
|
Goodwill and Other Identifiable Intangible Assets
|
|
In millions
|
December 31,
2017 |
Foreign currency
translation/other
|
March 31,
2018 |
||||||
|
Water
|
$
|
2,112.9
|
|
$
|
25.9
|
|
$
|
2,138.8
|
|
|
Electrical
|
2,238.2
|
|
3.1
|
|
2,241.3
|
|
|||
|
Total goodwill
|
$
|
4,351.1
|
|
$
|
29.0
|
|
$
|
4,380.1
|
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||||||||||||||
|
In millions
|
Cost
|
Accumulated
amortization
|
Net
|
|
Cost
|
Accumulated
amortization
|
Net
|
||||||||||||
|
Definite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships
|
$
|
1,514.9
|
|
$
|
(460.5
|
)
|
$
|
1,054.4
|
|
|
$
|
1,513.9
|
|
$
|
(437.5
|
)
|
$
|
1,076.4
|
|
|
Trade names
|
1.5
|
|
(1.5
|
)
|
—
|
|
|
1.5
|
|
(1.4
|
)
|
0.1
|
|
||||||
|
Proprietary technology and patents
|
133.7
|
|
(98.4
|
)
|
35.3
|
|
|
131.9
|
|
(94.2
|
)
|
37.7
|
|
||||||
|
Total definite-life intangibles
|
1,650.1
|
|
(560.4
|
)
|
1,089.7
|
|
|
1,647.3
|
|
(533.1
|
)
|
1,114.2
|
|
||||||
|
Indefinite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Trade names
|
446.8
|
|
—
|
|
446.8
|
|
|
444.2
|
|
—
|
|
444.2
|
|
||||||
|
Total intangibles
|
$
|
2,096.9
|
|
$
|
(560.4
|
)
|
$
|
1,536.5
|
|
|
$
|
2,091.5
|
|
$
|
(533.1
|
)
|
$
|
1,558.4
|
|
|
|
Q2-Q4
|
|
|
|
|
|
||||||||||||
|
In millions
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
||||||||||||
|
Estimated amortization expense
|
$
|
72.0
|
|
$
|
89.4
|
|
$
|
84.1
|
|
$
|
77.5
|
|
$
|
69.8
|
|
$
|
67.2
|
|
|
9.
|
Debt
|
|
In millions
|
Average interest rate as of March 31, 2018
|
Maturity
Year
|
March 31,
2018 |
December 31,
2017 |
||||
|
Commercial paper
|
2.340%
|
2019
|
$
|
257.8
|
|
$
|
34.0
|
|
|
Revolving credit facilities
|
3.430%
|
2019
|
222.1
|
|
28.4
|
|
||
|
Senior notes - fixed rate
(1)
|
2.900%
|
2018
|
255.3
|
|
255.3
|
|
||
|
Senior notes - fixed rate
(1)
|
2.650%
|
2019
|
250.0
|
|
250.0
|
|
||
|
Senior notes - fixed rate - Euro
(1)
|
2.450%
|
2019
|
615.4
|
|
594.4
|
|
||
|
Senior notes - fixed rate
(1)
|
3.625%
|
2020
|
74.0
|
|
74.0
|
|
||
|
Senior notes - fixed rate
(1)
|
5.000%
|
2021
|
103.8
|
|
103.8
|
|
||
|
Senior notes - fixed rate
(1)
|
3.150%
|
2022
|
88.3
|
|
88.3
|
|
||
|
Senior notes - fixed rate
(1)
|
4.650%
|
2025
|
19.3
|
|
19.3
|
|
||
|
Senior notes - fixed rate - nVent
(2)
|
3.950%
|
2023
|
300.0
|
|
—
|
|
||
|
Senior notes - fixed rate - nVent
(2)
|
4.550%
|
2028
|
500.0
|
|
—
|
|
||
|
Other
|
8.545%
|
2018
|
0.2
|
|
—
|
|
||
|
Unamortized debt issuance costs and discounts
|
N/A
|
N/A
|
(12.9
|
)
|
(6.8
|
)
|
||
|
Total debt
|
|
|
2,673.3
|
|
1,440.7
|
|
||
|
Less: Current maturities and short-term borrowings
|
|
|
(0.2
|
)
|
—
|
|
||
|
Long-term debt
|
|
|
$
|
2,673.1
|
|
$
|
1,440.7
|
|
|
|
|
|
|
|
||||
|
(1)
Senior notes are guaranteed as to payment by Pentair plc and PISG
|
||||||||
|
(2)
Senior notes are guaranteed as to payment by nVent plc, Pentair plc and PISG
|
||||||||
|
|
Q2-Q4
|
|
|
|
|
|
|
|
||||||||||||||||
|
In millions
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
||||||||||||||||
|
Contractual debt obligation maturities
|
$
|
0.2
|
|
$
|
1,600.6
|
|
$
|
74.0
|
|
$
|
103.8
|
|
$
|
88.3
|
|
$
|
300.0
|
|
$
|
519.3
|
|
$
|
2,686.2
|
|
|
10.
|
Derivatives and Financial Instruments
|
|
Level 1:
|
|
Valuation is based on observable inputs such as quoted market prices (unadjusted) for identical assets or liabilities in active markets.
|
|
|
|
|
|
Level 2:
|
|
Valuation is based on inputs such as quoted market prices for similar assets or liabilities in active markets or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
|
|
|
|
|
Level 3:
|
|
Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
|
|
•
|
short-term financial instruments (cash and cash equivalents, accounts and notes receivable, accounts and notes payable and variable-rate debt) — recorded amount approximates fair value because of the short maturity period;
|
|
•
|
long-term fixed-rate debt, including current maturities — fair value is based on market quotes available for issuance of debt with similar terms, which are inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance;
|
|
•
|
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; and
|
|
•
|
deferred compensation plan assets (mutual funds, common/collective trusts and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees) — fair value of mutual funds and cash equivalents are based on quoted market prices in active markets that are classified as Level 1 in the valuation hierarchy defined by
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||||||||
|
In millions
|
Recorded
Amount
|
Fair
Value
|
|
Recorded
Amount
|
Fair
Value
|
||||||||
|
Variable rate debt
|
$
|
480.1
|
|
$
|
480.1
|
|
|
$
|
62.4
|
|
$
|
62.4
|
|
|
Fixed rate debt
|
2,206.1
|
|
2,250.8
|
|
|
1,385.1
|
|
1,424.0
|
|
||||
|
Total debt
|
$
|
2,686.2
|
|
$
|
2,730.9
|
|
|
$
|
1,447.5
|
|
$
|
1,486.4
|
|
|
|
March 31, 2018
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract assets
|
$
|
—
|
|
$
|
0.6
|
|
$
|
—
|
|
$
|
0.6
|
|
|
Foreign currency contract liabilities
|
—
|
|
(62.2
|
)
|
—
|
|
(62.2
|
)
|
||||
|
Deferred compensation plan assets
|
36.8
|
|
6.8
|
|
—
|
|
43.6
|
|
||||
|
Total recurring fair value measurements
|
$
|
36.8
|
|
$
|
(54.8
|
)
|
$
|
—
|
|
$
|
(18.0
|
)
|
|
|
December 31, 2017
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract assets
|
$
|
—
|
|
$
|
0.6
|
|
$
|
—
|
|
$
|
0.6
|
|
|
Foreign currency contract liabilities
|
—
|
|
(47.2
|
)
|
—
|
|
(47.2
|
)
|
||||
|
Deferred compensation plan assets
|
42.8
|
|
6.6
|
|
—
|
|
49.4
|
|
||||
|
Total recurring fair value measurements
|
$
|
42.8
|
|
$
|
(40.0
|
)
|
$
|
—
|
|
$
|
2.8
|
|
|
Nonrecurring fair value measurements
(1)
|
|
|
|
|
||||||||
|
(1)
|
During the fourth quarter of 2017, we completed our annual intangible assets impairment review. As a result, we recorded a pre-tax non-cash impairment charge of
$25.2 million
for a trade name intangible in 2017. The impairment charge reduced the carrying value of the impacted trade name intangible to
$27.0 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
|
|||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
||||
|
Service cost
|
$
|
0.8
|
|
$
|
2.6
|
|
|
Interest cost
|
3.0
|
|
4.1
|
|
||
|
Expected return on plan assets
|
(2.2
|
)
|
(2.9
|
)
|
||
|
Net periodic benefit cost
|
$
|
1.6
|
|
$
|
3.8
|
|
|
|
Non-U.S. pension plans
|
|||||
|
|
Three months ended
|
|||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
||||
|
Service cost
|
$
|
1.8
|
|
$
|
1.8
|
|
|
Interest cost
|
1.1
|
|
0.9
|
|
||
|
Expected return on plan assets
|
(0.4
|
)
|
(0.3
|
)
|
||
|
Net periodic benefit cost
|
$
|
2.5
|
|
$
|
2.4
|
|
|
13.
|
Shareholders' Equity
|
|
14.
|
Segment Information
|
|
|
Three months ended
|
|||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
||||
|
Net sales
|
|
|
||||
|
Water
|
$
|
732.3
|
|
$
|
682.9
|
|
|
Electrical
|
538.9
|
|
502.2
|
|
||
|
Other
|
(1.5
|
)
|
(1.6
|
)
|
||
|
Consolidated
|
$
|
1,269.7
|
|
$
|
1,183.5
|
|
|
Segment income (loss)
|
|
|
||||
|
Water
|
$
|
132.7
|
|
$
|
116.1
|
|
|
Electrical
|
106.3
|
|
104.3
|
|
||
|
Other
|
(28.5
|
)
|
(34.7
|
)
|
||
|
Consolidated
|
$
|
210.5
|
|
$
|
185.7
|
|
|
|
Three months ended
|
|||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
||||
|
Segment income
|
$
|
210.5
|
|
$
|
185.7
|
|
|
Restructuring and other
|
(8.3
|
)
|
(20.9
|
)
|
||
|
Intangible amortization
|
(24.7
|
)
|
(24.0
|
)
|
||
|
Loss on sale of business
|
(5.3
|
)
|
—
|
|
||
|
Separation costs
|
(24.6
|
)
|
—
|
|
||
|
Net interest expense
|
(13.8
|
)
|
(35.0
|
)
|
||
|
Other expense
|
(2.0
|
)
|
(2.2
|
)
|
||
|
Income from continuing operations before income taxes
|
$
|
131.8
|
|
$
|
103.6
|
|
|
15.
|
Commitments and Contingencies
|
|
In millions
|
March 31,
2018 |
||
|
Beginning balance
|
$
|
41.0
|
|
|
Service and product warranty provision
|
16.5
|
|
|
|
Payments
|
(12.4
|
)
|
|
|
Foreign currency translation
|
0.1
|
|
|
|
Ending balance
|
$
|
45.2
|
|
|
16.
|
Supplemental Guarantor Information
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor |
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total |
||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,269.7
|
|
$
|
—
|
|
$
|
1,269.7
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
807.7
|
|
—
|
|
807.7
|
|
||||||
|
Gross profit
|
—
|
|
—
|
|
—
|
|
462.0
|
|
—
|
|
462.0
|
|
||||||
|
Selling, general and administrative
|
7.1
|
|
—
|
|
0.1
|
|
272.4
|
|
—
|
|
279.6
|
|
||||||
|
Research and development
|
—
|
|
—
|
|
—
|
|
30.1
|
|
—
|
|
30.1
|
|
||||||
|
Operating income (loss)
|
(7.1
|
)
|
—
|
|
(0.1
|
)
|
159.5
|
|
—
|
|
152.3
|
|
||||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(111.3
|
)
|
(110.7
|
)
|
(123.7
|
)
|
—
|
|
345.7
|
|
—
|
|
||||||
|
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
|
Loss on sale of business
|
—
|
|
—
|
|
—
|
|
5.3
|
|
—
|
|
5.3
|
|
||||||
|
Net interest (income) expense
|
—
|
|
(0.3
|
)
|
12.6
|
|
1.5
|
|
—
|
|
13.8
|
|
||||||
|
Other expense
|
—
|
|
—
|
|
—
|
|
1.4
|
|
—
|
|
1.4
|
|
||||||
|
Income (loss) from continuing operations before income taxes
|
104.2
|
|
111.0
|
|
111.0
|
|
151.3
|
|
(345.7
|
)
|
131.8
|
|
||||||
|
Provision for income taxes
|
—
|
|
—
|
|
—
|
|
27.6
|
|
—
|
|
27.6
|
|
||||||
|
Net income (loss) from continuing operations
|
104.2
|
|
111.0
|
|
111.0
|
|
123.7
|
|
(345.7
|
)
|
104.2
|
|
||||||
|
Loss from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(1.3
|
)
|
—
|
|
(1.3
|
)
|
||||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
(1.3
|
)
|
(1.3
|
)
|
(1.3
|
)
|
—
|
|
3.9
|
|
—
|
|
||||||
|
Net income (loss)
|
$
|
102.9
|
|
$
|
109.7
|
|
$
|
109.7
|
|
$
|
122.4
|
|
$
|
(341.8
|
)
|
$
|
102.9
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
102.9
|
|
$
|
109.7
|
|
$
|
109.7
|
|
$
|
122.4
|
|
$
|
(341.8
|
)
|
$
|
102.9
|
|
|
Changes in cumulative translation adjustment
|
2.4
|
|
2.4
|
|
2.4
|
|
2.4
|
|
(7.2
|
)
|
2.4
|
|
||||||
|
Changes in market value of derivative financial instruments, net of tax
|
(3.8
|
)
|
(3.8
|
)
|
(3.8
|
)
|
(3.8
|
)
|
11.4
|
|
(3.8
|
)
|
||||||
|
Comprehensive income (loss)
|
$
|
101.5
|
|
$
|
108.3
|
|
$
|
108.3
|
|
$
|
121.0
|
|
$
|
(337.6
|
)
|
$
|
101.5
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor |
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total |
||||||||||||
|
Assets
|
||||||||||||||||||
|
Current assets
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
0.2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
907.3
|
|
$
|
—
|
|
$
|
907.5
|
|
|
Accounts and notes receivable, net
|
—
|
|
—
|
|
—
|
|
985.2
|
|
—
|
|
985.2
|
|
||||||
|
Inventories
|
—
|
|
—
|
|
—
|
|
593.5
|
|
—
|
|
593.5
|
|
||||||
|
Other current assets
|
0.9
|
|
0.2
|
|
5.1
|
|
236.1
|
|
(9.5
|
)
|
232.8
|
|
||||||
|
Total current assets
|
1.1
|
|
0.2
|
|
5.1
|
|
2,722.1
|
|
(9.5
|
)
|
2,719.0
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
546.5
|
|
—
|
|
546.5
|
|
||||||
|
Other assets
|
|
|
|
|
|
|
||||||||||||
|
Investments in subsidiaries
|
5,104.8
|
|
5,009.0
|
|
7,068.3
|
|
—
|
|
(17,182.1
|
)
|
—
|
|
||||||
|
Goodwill
|
—
|
|
—
|
|
—
|
|
4,380.1
|
|
—
|
|
4,380.1
|
|
||||||
|
Intangibles, net
|
—
|
|
—
|
|
—
|
|
1,536.5
|
|
—
|
|
1,536.5
|
|
||||||
|
Other non-current assets
|
2.2
|
|
96.0
|
|
870.6
|
|
1,283.4
|
|
(2,066.2
|
)
|
186.0
|
|
||||||
|
Total other assets
|
5,107.0
|
|
5,105.0
|
|
7,938.9
|
|
7,200.0
|
|
(19,248.3
|
)
|
6,102.6
|
|
||||||
|
Total assets
|
$
|
5,108.1
|
|
$
|
5,105.2
|
|
$
|
7,944.0
|
|
$
|
10,468.6
|
|
$
|
(19,257.8
|
)
|
$
|
9,368.1
|
|
|
Liabilities and Equity
|
||||||||||||||||||
|
Current liabilities
|
|
|
|
|
|
|
||||||||||||
|
Current maturities of long-term debt and short-term borrowings
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.2
|
|
$
|
—
|
|
$
|
0.2
|
|
|
Accounts payable
|
1.5
|
|
—
|
|
—
|
|
402.5
|
|
—
|
|
404.0
|
|
||||||
|
Employee compensation and benefits
|
0.4
|
|
—
|
|
—
|
|
142.3
|
|
—
|
|
142.7
|
|
||||||
|
Other current liabilities
|
69.8
|
|
0.4
|
|
12.5
|
|
407.4
|
|
(9.5
|
)
|
480.6
|
|
||||||
|
Total current liabilities
|
71.7
|
|
0.4
|
|
12.5
|
|
952.4
|
|
(9.5
|
)
|
1,027.5
|
|
||||||
|
Other liabilities
|
|
|
|
|
|
|
||||||||||||
|
Long-term debt
|
286.5
|
|
—
|
|
2,922.7
|
|
1,530.1
|
|
(2,066.2
|
)
|
2,673.1
|
|
||||||
|
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
291.9
|
|
—
|
|
291.9
|
|
||||||
|
Deferred tax liabilities
|
—
|
|
—
|
|
—
|
|
369.1
|
|
—
|
|
369.1
|
|
||||||
|
Other non-current liabilities
|
30.2
|
|
—
|
|
—
|
|
256.6
|
|
—
|
|
286.8
|
|
||||||
|
Total liabilities
|
388.4
|
|
0.4
|
|
2,935.2
|
|
3,400.1
|
|
(2,075.7
|
)
|
4,648.4
|
|
||||||
|
Equity
|
4,719.7
|
|
5,104.8
|
|
5,008.8
|
|
7,068.5
|
|
(17,182.1
|
)
|
4,719.7
|
|
||||||
|
Total liabilities and equity
|
$
|
5,108.1
|
|
$
|
5,105.2
|
|
$
|
7,944.0
|
|
$
|
10,468.6
|
|
$
|
(19,257.8
|
)
|
$
|
9,368.1
|
|
|
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
|
$
|
83.4
|
|
$
|
111.3
|
|
$
|
109.1
|
|
$
|
(129.7
|
)
|
$
|
(341.7
|
)
|
$
|
(167.6
|
)
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(16.8
|
)
|
—
|
|
(16.8
|
)
|
||||||
|
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
2.3
|
|
—
|
|
2.3
|
|
||||||
|
Payments due to sale of businesses, net
|
—
|
|
—
|
|
—
|
|
(13.8
|
)
|
—
|
|
(13.8
|
)
|
||||||
|
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(2.9
|
)
|
—
|
|
(2.9
|
)
|
||||||
|
Net intercompany loan activity
|
—
|
|
(1.9
|
)
|
(262.6
|
)
|
103.1
|
|
161.4
|
|
—
|
|
||||||
|
Net cash provided by (used for) investing activities
|
—
|
|
(1.9
|
)
|
(262.6
|
)
|
71.9
|
|
161.4
|
|
(31.2
|
)
|
||||||
|
Financing activities
|
|
|
|
|
|
|
||||||||||||
|
Net receipts of short-term borrowings
|
—
|
|
—
|
|
—
|
|
0.2
|
|
—
|
|
0.2
|
|
||||||
|
Net repayments of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
223.8
|
|
193.7
|
|
—
|
|
417.5
|
|
||||||
|
Proceeds from long-term debt
|
—
|
|
—
|
|
—
|
|
800.0
|
|
—
|
|
800.0
|
|
||||||
|
Debt issuance costs
|
—
|
|
—
|
|
—
|
|
(7.5
|
)
|
—
|
|
(7.5
|
)
|
||||||
|
Net change in advances to subsidiaries
|
129.2
|
|
(109.4
|
)
|
(91.4
|
)
|
(108.7
|
)
|
180.3
|
|
—
|
|
||||||
|
Shares issued to employees, net of shares withheld
|
0.9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.9
|
|
||||||
|
Repurchases of ordinary shares
|
(150.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(150.0
|
)
|
||||||
|
Dividends paid
|
(63.3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(63.3
|
)
|
||||||
|
Net cash provided by (used for) financing activities
|
(83.2
|
)
|
(109.4
|
)
|
132.4
|
|
877.7
|
|
180.3
|
|
997.8
|
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
21.1
|
|
(25.9
|
)
|
—
|
|
(4.8
|
)
|
||||||
|
Change in cash and cash equivalents
|
0.2
|
|
—
|
|
—
|
|
794.0
|
|
—
|
|
794.2
|
|
||||||
|
Cash and cash equivalents, beginning of period
|
—
|
|
—
|
|
—
|
|
113.3
|
|
—
|
|
113.3
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
0.2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
907.3
|
|
$
|
—
|
|
$
|
907.5
|
|
|
In millions
|
Parent
Company Guarantor |
Subsidiary
Guarantor |
Subsidiary
Issuer |
Non-guarantor
Subsidiaries |
Eliminations
|
Consolidated
Total |
||||||||||||
|
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,183.5
|
|
$
|
—
|
|
$
|
1,183.5
|
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
761.2
|
|
—
|
|
761.2
|
|
||||||
|
Gross profit
|
—
|
|
—
|
|
—
|
|
422.3
|
|
—
|
|
422.3
|
|
||||||
|
Selling, general and administrative
|
(11.0
|
)
|
0.1
|
|
0.4
|
|
262.2
|
|
—
|
|
251.7
|
|
||||||
|
Research and development
|
—
|
|
—
|
|
—
|
|
30.0
|
|
—
|
|
30.0
|
|
||||||
|
Operating income (loss)
|
11.0
|
|
(0.1
|
)
|
(0.4
|
)
|
130.1
|
|
—
|
|
140.6
|
|
||||||
|
Loss (earnings) from continuing operations of investment in subsidiaries
|
(69.7
|
)
|
(69.7
|
)
|
(98.5
|
)
|
—
|
|
237.9
|
|
—
|
|
||||||
|
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
|
Net interest expense (income)
|
—
|
|
(0.1
|
)
|
28.4
|
|
6.7
|
|
—
|
|
35.0
|
|
||||||
|
Other expense
|
—
|
|
—
|
|
—
|
|
2.0
|
|
|
2.0
|
|
|||||||
|
Income (loss) from continuing operations before income taxes
|
80.7
|
|
69.7
|
|
69.7
|
|
121.4
|
|
(237.9
|
)
|
103.6
|
|
||||||
|
Provision for income taxes
|
—
|
|
—
|
|
—
|
|
22.9
|
|
—
|
|
22.9
|
|
||||||
|
Net income (loss) from continuing operations
|
80.7
|
|
69.7
|
|
69.7
|
|
98.5
|
|
(237.9
|
)
|
80.7
|
|
||||||
|
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
7.1
|
|
—
|
|
7.1
|
|
||||||
|
Earnings (loss) from discontinued operations of investment in subsidiaries
|
7.1
|
|
7.1
|
|
7.1
|
|
—
|
|
(21.3
|
)
|
—
|
|
||||||
|
Net income (loss)
|
$
|
87.8
|
|
$
|
76.8
|
|
$
|
76.8
|
|
$
|
105.6
|
|
$
|
(259.2
|
)
|
$
|
87.8
|
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
$
|
87.8
|
|
$
|
76.8
|
|
$
|
76.8
|
|
$
|
105.6
|
|
$
|
(259.2
|
)
|
$
|
87.8
|
|
|
Changes in cumulative translation adjustment
|
75.7
|
|
75.7
|
|
75.7
|
|
75.7
|
|
(227.1
|
)
|
75.7
|
|
||||||
|
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)
|
$
|
165.1
|
|
$
|
154.1
|
|
$
|
154.1
|
|
$
|
182.9
|
|
$
|
(491.1
|
)
|
$
|
165.1
|
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor |
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total |
||||||||||||
|
Assets
|
||||||||||||||||||
|
Current assets
|
|
|
|
|
|
|
||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
113.3
|
|
$
|
—
|
|
$
|
113.3
|
|
|
Accounts and notes receivable, net
|
—
|
|
—
|
|
—
|
|
831.6
|
|
—
|
|
831.6
|
|
||||||
|
Inventories
|
—
|
|
—
|
|
—
|
|
581.0
|
|
—
|
|
581.0
|
|
||||||
|
Other current assets
|
10.8
|
|
1.8
|
|
1.5
|
|
239.3
|
|
(30.5
|
)
|
222.9
|
|
||||||
|
Total current assets
|
10.8
|
|
1.8
|
|
1.5
|
|
1,765.2
|
|
(30.5
|
)
|
1,748.8
|
|
||||||
|
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
545.5
|
|
—
|
|
545.5
|
|
||||||
|
Other assets
|
|
|
|
|
|
|
||||||||||||
|
Investments in subsidiaries
|
5,205.1
|
|
5,109.6
|
|
7,156.1
|
|
—
|
|
(17,470.8
|
)
|
—
|
|
||||||
|
Goodwill
|
—
|
|
—
|
|
—
|
|
4,351.1
|
|
—
|
|
4,351.1
|
|
||||||
|
Intangibles, net
|
—
|
|
—
|
|
—
|
|
1,558.4
|
|
—
|
|
1,558.4
|
|
||||||
|
Long-term intercompany debt
|
—
|
|
94.1
|
|
614.0
|
|
(708.1
|
)
|
—
|
|
—
|
|
||||||
|
Other non-current assets
|
2.2
|
|
—
|
|
—
|
|
2,317.1
|
|
(1,889.4
|
)
|
429.9
|
|
||||||
|
Total other assets
|
5,207.3
|
|
5,203.7
|
|
7,770.1
|
|
7,518.5
|
|
(19,360.2
|
)
|
6,339.4
|
|
||||||
|
Total assets
|
$
|
5,218.1
|
|
$
|
5,205.5
|
|
$
|
7,771.6
|
|
$
|
9,829.2
|
|
$
|
(19,390.7
|
)
|
$
|
8,633.7
|
|
|
Liabilities and Equity
|
||||||||||||||||||
|
Current liabilities
|
|
|
|
|
|
|
||||||||||||
|
Accounts payable
|
$
|
1.4
|
|
$
|
—
|
|
$
|
—
|
|
$
|
494.3
|
|
$
|
—
|
|
$
|
495.7
|
|
|
Employee compensation and benefits
|
0.4
|
|
—
|
|
—
|
|
186.2
|
|
—
|
|
186.6
|
|
||||||
|
Other current liabilities
|
99.6
|
|
0.4
|
|
9.4
|
|
438.2
|
|
(30.5
|
)
|
517.1
|
|
||||||
|
Total current liabilities
|
101.4
|
|
0.4
|
|
9.4
|
|
1,118.7
|
|
(30.5
|
)
|
1,199.4
|
|
||||||
|
Other liabilities
|
|
|
|
|
|
|
||||||||||||
|
Long-term debt
|
48.4
|
|
—
|
|
2,652.8
|
|
628.9
|
|
(1,889.4
|
)
|
1,440.7
|
|
||||||
|
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
285.6
|
|
—
|
|
285.6
|
|
||||||
|
Deferred tax liabilities
|
—
|
|
—
|
|
—
|
|
394.8
|
|
—
|
|
394.8
|
|
||||||
|
Other non-current liabilities
|
30.5
|
|
—
|
|
—
|
|
244.9
|
|
—
|
|
275.4
|
|
||||||
|
Total liabilities
|
180.3
|
|
0.4
|
|
2,662.2
|
|
2,672.9
|
|
(1,919.9
|
)
|
3,595.9
|
|
||||||
|
Equity
|
5,037.8
|
|
5,205.1
|
|
5,109.4
|
|
7,156.3
|
|
(17,470.8
|
)
|
5,037.8
|
|
||||||
|
Total liabilities and equity
|
$
|
5,218.1
|
|
$
|
5,205.5
|
|
$
|
7,771.6
|
|
$
|
9,829.2
|
|
$
|
(19,390.7
|
)
|
$
|
8,633.7
|
|
|
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
|
$
|
49.8
|
|
$
|
75.1
|
|
$
|
69.5
|
|
$
|
(41.0
|
)
|
$
|
(259.4
|
)
|
$
|
(106.0
|
)
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
|
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(23.6
|
)
|
—
|
|
(23.6
|
)
|
||||||
|
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(56.7
|
)
|
—
|
|
(56.7
|
)
|
||||||
|
Net intercompany loan activity
|
—
|
|
—
|
|
(530.4
|
)
|
(290.2
|
)
|
820.6
|
|
—
|
|
||||||
|
Net cash provided by (used for) investing activities of continuing operations
|
—
|
|
—
|
|
(530.4
|
)
|
(370.5
|
)
|
820.6
|
|
(80.3
|
)
|
||||||
|
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
—
|
|
—
|
|
(3.7
|
)
|
—
|
|
(3.7
|
)
|
||||||
|
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
(530.4
|
)
|
(374.2
|
)
|
820.6
|
|
(84.0
|
)
|
||||||
|
Financing activities
|
|
|
|
|
|
|
||||||||||||
|
Net repayments of short-term borrowings
|
—
|
|
—
|
|
—
|
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
||||||
|
Net receipts (repayments) of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
234.0
|
|
(4.9
|
)
|
—
|
|
229.1
|
|
||||||
|
Net change in advances to subsidiaries
|
10.2
|
|
(75.1
|
)
|
206.9
|
|
419.2
|
|
(561.2
|
)
|
—
|
|
||||||
|
Shares issued to employees, net of shares withheld
|
2.8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2.8
|
|
||||||
|
Dividends paid
|
(62.8
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(62.8
|
)
|
||||||
|
Net cash provided by (used for) financing activities
|
(49.8
|
)
|
(75.1
|
)
|
440.9
|
|
414.2
|
|
(561.2
|
)
|
169.0
|
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
20.1
|
|
0.5
|
|
—
|
|
20.6
|
|
||||||
|
Change in cash and cash equivalents
|
—
|
|
—
|
|
0.1
|
|
(0.5
|
)
|
—
|
|
(0.4
|
)
|
||||||
|
Cash and cash equivalents, beginning of period
|
—
|
|
—
|
|
—
|
|
238.5
|
|
—
|
|
238.5
|
|
||||||
|
Cash and cash equivalents, end of period
|
$
|
—
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
238.0
|
|
$
|
—
|
|
$
|
238.1
|
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
•
|
Water
— The Water segment designs, manufactures and services innovative products and solutions to meet filtration, separation, flow and water management challenges in agriculture, aquaculture, foodservice, food and beverage processing, swimming pools, water supply and disposal and a variety of industrial applications.
|
|
•
|
Electrical
— The Electrical segment designs, manufactures, markets, installs and services high performance products and solutions that connect and protect some of the world's most sensitive equipment, buildings, and critical processes.
|
|
•
|
During 2017 and the first
three months
of
2018
, we continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and began realigning our business in contemplation of the Separation. We expect these actions will contribute to margin growth in
2018
.
|
|
•
|
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 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.
|
|
•
|
Completing the execution of the Separation to create two industry-leading pure-play companies in Water and Electrical;
|
|
•
|
Driving operating excellence through our Pentair Integrated Management System ("PIMS") 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 global presence.
|
|
|
Three months ended
|
||||||||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
$
change
|
% / point
change
|
|||||||
|
Net sales
|
$
|
1,269.7
|
|
$
|
1,183.5
|
|
$
|
86.2
|
|
7.3
|
%
|
|
Cost of goods sold
|
807.7
|
|
761.2
|
|
46.5
|
|
6.1
|
%
|
|||
|
Gross profit
|
462.0
|
|
422.3
|
|
39.7
|
|
9.4
|
%
|
|||
|
% of net sales
|
36.4
|
%
|
35.7
|
%
|
|
0.7
|
pts
|
||||
|
|
|
|
|
|
|
||||||
|
Selling, general and administrative
|
279.6
|
|
251.7
|
|
27.9
|
|
11.1
|
%
|
|||
|
% of net sales
|
22.0
|
%
|
21.3
|
%
|
|
0.7
|
pts
|
||||
|
Research and development
|
30.1
|
|
30.0
|
|
0.1
|
|
0.3
|
%
|
|||
|
% of net sales
|
2.4
|
%
|
2.5
|
%
|
|
(0.1
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Operating income
|
152.3
|
|
140.6
|
|
11.7
|
|
8.3
|
%
|
|||
|
% of net sales
|
12.0
|
%
|
11.9
|
%
|
|
0.1
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Loss on sale of business
|
5.3
|
|
—
|
|
5.3
|
|
N.M.
|
|
|||
|
Net interest expense
|
13.8
|
|
35.0
|
|
(21.2
|
)
|
(60.6
|
)%
|
|||
|
Other expense
|
1.4
|
|
2.0
|
|
(0.6
|
)
|
(30.0
|
)%
|
|||
|
|
|
|
|
|
|||||||
|
Income from continuing operations before income taxes
|
131.8
|
|
103.6
|
|
28.2
|
|
27.2
|
%
|
|||
|
Provision for income taxes
|
27.6
|
|
22.9
|
|
4.7
|
|
20.5
|
%
|
|||
|
Effective tax rate
|
20.9
|
%
|
22.1
|
%
|
|
(1.2
|
) pts
|
||||
|
|
Three months ended March 31, 2018
|
|
|
|
over the prior year period
|
|
|
Volume
|
3.3
|
%
|
|
Price
|
0.6
|
|
|
Core growth
|
3.9
|
|
|
Acquisition
|
—
|
|
|
Currency
|
3.4
|
|
|
Total
|
7.3
|
%
|
|
•
|
increased sales volume in our residential, commercial and industrial businesses; and
|
|
•
|
favorable foreign currency effects for the three months ended
March 31, 2018
.
|
|
•
|
lower project sales volume, particularly in the energy business; and
|
|
•
|
large job adjustments to net sales of $9.7 million in 2017 that did not recur in 2018.
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases;
|
|
•
|
large job adjustments negatively impacting gross profit by $14.7 million in the first three months of 2017 that did not recur in the first three months of 2018;
|
|
•
|
favorable mix as a result of the decline in lower margin project sales and growth in higher margin product sales; and
|
|
•
|
higher contribution margin as a result of savings generated from our PIMS initiatives including lean and supply management practices.
|
|
•
|
inflationary increases related to labor costs and certain raw materials.
|
|
•
|
costs incurred in anticipation of the Separation of
$24.6 million
in the first quarter of 2018;
|
|
•
|
increased investment in sales and marketing to drive growth; and
|
|
•
|
the reversal of a $13.3 million indemnification liability in the first quarter of 2017 related to our 2012 transaction with Tyco (now known as Johnson Controls International plc) that did not recur in 2018.
|
|
•
|
restructuring costs of
$8.3 million
in the first quarter of 2018, compared to
$20.9 million
in the first quarter of 2017; and
|
|
•
|
savings generated from restructuring and other lean initiatives.
|
|
•
|
the impact of lower debt levels during the
first quarter
of
2018
, compared to the first quarter of
2017
. In May 2017, the proceeds from the sale of the Valves & Controls business were utilized to repay all commercial paper and revolving long term debt and for the early extinguishment of $1,659.3 million of aggregate principal amount of certain series of fixed rate outstanding notes.
|
|
•
|
increased overall interest rates in effect on our outstanding variable rate debt during the first quarter of
2018
, compared to the
first quarter
of
2017
.
|
|
•
|
the mix of global earnings, including the impact of U.S. Tax Reform; and
|
|
•
|
the tax impact and timing of losses incurred during the first quarter of
2018
compared to
2017
.
|
|
|
Three months ended
|
|
|
||||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
|
% / point change
|
|||||
|
Net sales
|
$
|
732.3
|
|
$
|
682.9
|
|
|
7.2
|
%
|
|
Segment income
|
132.7
|
|
116.1
|
|
|
14.3
|
%
|
||
|
% of net sales
|
18.1
|
%
|
17.0
|
%
|
|
1.1
|
pts
|
||
|
|
Three months ended March 31, 2018
|
|
|
|
over the prior year period
|
|
|
Volume
|
3.5
|
%
|
|
Price
|
0.7
|
|
|
Core growth
|
4.2
|
|
|
Acquisition
|
(0.1
|
)
|
|
Currency
|
3.1
|
|
|
Total
|
7.2
|
%
|
|
•
|
sales growth across all three businesses, primarily as a result of increased volumes in the U.S and Western Europe;
|
|
•
|
favorable foreign currency effects; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
sales declines in the Middle East.
|
|
|
Three months ended March 31, 2018
|
|
|
|
over the prior year period
|
|
|
Growth
|
1.8
|
pts
|
|
Inflation
|
(2.2
|
)
|
|
Productivity/Price
|
1.5
|
|
|
Total
|
1.1
|
pts
|
|
•
|
sales growth across all three businesses, primarily as a result of increased volumes in the U.S and Western Europe
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
|
•
|
cost control and savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
|
•
|
continued growth investments in research & development and sales & marketing; and
|
|
•
|
inflationary increases related to labor costs and certain raw materials
.
|
|
|
Three months ended
|
|
|
||||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
|
% / point change
|
|||||
|
Net sales
|
$
|
538.9
|
|
$
|
502.2
|
|
|
7.3
|
%
|
|
Segment income
|
106.3
|
|
104.3
|
|
|
1.9
|
%
|
||
|
% of net sales
|
19.7
|
%
|
20.8
|
%
|
|
(1.1
|
) pts
|
||
|
|
Three months ended March 31, 2018
|
|
|
|
over the prior year period
|
|
|
Volume
|
2.5
|
%
|
|
Price
|
0.6
|
|
|
Core growth
|
3.1
|
|
|
Currency
|
4.2
|
|
|
Total
|
7.3
|
%
|
|
•
|
favorable foreign currency effects;
|
|
•
|
increased sales volume in our industrial and residential and commercial businesses; and
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
•
|
continued slowdown in capital spending, particularly in the energy and infrastructure businesses, driving sales declines.
|
|
|
Three months ended March 31, 2018
|
|
|
|
over the prior year period
|
|
|
Growth
|
2.3
|
pts
|
|
Inflation
|
(2.6
|
)
|
|
Productivity/Price
|
(0.8
|
)
|
|
Total
|
(1.1
|
) pts
|
|
•
|
inflationary increases related to labor costs and certain raw materials;
|
|
•
|
higher cost of sales due to manufacturing footprint rationalization and a new U.S. distribution center. We expect these investments will result in increased productivity and operating leverage in future periods; and
|
|
•
|
lower sales volume in our energy business.
|
|
•
|
higher sales volume in our industrial and residential and commercial businesses, which resulted in increased leverage on operating expenses;
|
|
•
|
favorable mix as a result of the decline in lower margin project sales and growth in higher margin product sales; and
|
|
•
|
cost control and savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
|
|
Q2-Q4
|
|
||||||||||||||||||||||
|
In millions
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
||||||||||||||||
|
Debt obligations
|
$
|
0.2
|
|
$
|
1,600.6
|
|
$
|
74.0
|
|
$
|
103.8
|
|
$
|
88.3
|
|
$
|
300.0
|
|
$
|
519.3
|
|
$
|
2,686.2
|
|
|
Interest obligations on fixed-rate debt
|
$
|
52.3
|
|
$
|
74.4
|
|
$
|
67.0
|
|
$
|
46.0
|
|
$
|
40.8
|
|
$
|
38.2
|
|
$
|
116.4
|
|
$
|
435.1
|
|
|
|
Three months ended
|
|||||
|
In millions
|
March 31,
2018 |
March 31,
2017 |
||||
|
Net cash provided by (used for) operating activities of continuing operations
|
$
|
(166.9
|
)
|
$
|
(88.7
|
)
|
|
Capital expenditures of continuing operations
|
(16.8
|
)
|
(23.6
|
)
|
||
|
Proceeds from sale of property and equipment of continuing operations
|
2.3
|
|
—
|
|
||
|
Free cash flow from continuing operations
|
$
|
(181.4
|
)
|
$
|
(112.3
|
)
|
|
Net cash provided by (used for) operating activities of discontinued operations
|
(0.7
|
)
|
(17.3
|
)
|
||
|
Capital expenditures of discontinued operations
|
—
|
|
(3.9
|
)
|
||
|
Proceeds from sale of property and equipment of discontinued operations
|
—
|
|
0.2
|
|
||
|
Free cash flow
|
$
|
(182.1
|
)
|
$
|
(133.3
|
)
|
|
|
(a)
|
(b)
|
(c)
|
(d)
|
||||||
|
Period
|
Total number
of shares
purchased
|
Average price
paid per share
|
Total number of shares
purchased as part of
publicly announced
plans or programs
|
Dollar value of shares
that may yet be
purchased under the
plans or programs
|
||||||
|
January 1 - January 27
|
35,750
|
|
$
|
71.37
|
|
—
|
|
$
|
600,000,119
|
|
|
January 28 - February 24
|
2,173,998
|
|
$
|
69.04
|
|
2,172,132
|
|
$
|
450,000,172
|
|
|
February 25 - March 31
|
32,488
|
|
$
|
67.20
|
|
—
|
|
$
|
450,000,172
|
|
|
Total
|
2,242,236
|
|
|
2,172,132
|
|
|
||||
|
(a)
|
The purchases in this column include
35,750
shares for the period
January 1 - January 27
,
1,866
shares for the period
January 28 - February 24
and
32,488
shares for the period
February 25 - March 31
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 and performance 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 and performance 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. We have
$450.0 million
remaining availability for repurchases under the 2014 authorization.
|
|
|
Indenture, dated as of March 26, 2018, among nVent Finance S.à r.l, nVent Electric plc, Pentair plc, Pentair Investments Switzerland GmbH and U.S. Bank National Association (Incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K of Pentair plc filed with the Commission on March 26, 2018 (File No. 001-11625)).
|
|
|
|
|
|
|
|
First Supplemental Indenture, dated as of March 26, 2018, among nVent Finance S.à r.l, nVent Electric plc, Pentair plc, Pentair Investments Switzerland GmbH and U.S. Bank National Association (Incorporated by reference to Exhibit 4.2 in the Current Report on Form 8-K of Pentair plc filed with the Commission on March 26, 2018 (File No. 001-11625)).
|
|
|
|
|
|
|
|
Second Supplemental Indenture, dated as of March 26, 2018, among nVent Finance S.à r.l., nVent Electric plc, Pentair plc, Pentair Investments Switzerland GmbH and U.S. Bank National Association (Incorporated by reference to Exhibit 4.3 in the Current Report on Form 8-K of Pentair plc filed with the Commission on March 26, 2018 (File No. 001-11625)).
|
|
|
|
|
|
|
|
Credit Agreement, dated March 23, 2018, among nVent Electric plc, nVent Finance S.à r.l., Pentair Technical Products Holdings, Inc. and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.4 in the Current Report on Form 8-K of Pentair plc filed with the Commission on March 26, 2018 (File No. 001-11625)).
|
|
|
|
|
|
|
|
Retirement Agreement, dated as of March 14, 2018, between Pentair plc and Randall J. Hogan (Incorporated by reference to Exhibit 10.1 in the Current Report on Form 8-K of Pentair plc filed with the Commission on March 15, 2018 (File No. 001-11625)).
|
|
|
|
|
|
|
|
Form of Executive Officer Key Talent Award Agreement.
|
|
|
|
|
|
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement for grants made on or after February 26, 2018.
|
|
|
|
|
|
|
|
Form of Executive Officer Stock Option Award Agreement for grants made on or after February 26, 2018.
|
|
|
|
|
|
|
|
Form of Executive Officer Performance Stock Unit Award Agreement for grants made on or after February 26, 2018.
|
|
|
|
|
|
|
|
Confidential Transition Agreement, dated as of March 15, 2018, between Angela D. Jilek and Pentair Management Company.
|
|
|
|
|
|
|
|
Certification of Chief Executive Officer.
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer.
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
101
|
|
The following materials from Pentair plc's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2018 and 2017, (ii) the Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017, (iii) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017, (iv) the Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2018 and 2018, and (v) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
|
|
Pentair plc
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
By
|
/s/ John L. Stauch
|
|
|
|
John L. Stauch
|
|
|
|
Executive Vice President and Chief Financial Officer
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By
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/s/ Mark C. Borin
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Mark C. Borin
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Senior Vice President, Chief Accounting Officer and Treasurer
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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 |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
Price
Yield
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