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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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Title of each class
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Name of each exchange on which registered
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Ordinary Shares, nominal value $0.01 per share
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New York Stock Exchange
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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
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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•
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building operational excellence through the Pentair Integrated Management System ("PIMS") consisting of lean enterprise, growth and talent management;
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•
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driving long-term growth in sales, operating income and cash flows, through growth and productivity initiatives along with acquisitions;
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•
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developing new products and enhancing existing products;
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•
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penetrating attractive growth markets, particularly outside of the United States;
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•
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expanding multi-channel distribution; and
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•
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proactively managing our business portfolio for optimal value creation, including consideration of new business platforms.
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December 31
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||||||||||
In millions
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2015
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2014
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$ change
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% change
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|||||||
Valves & Controls
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$
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1,127.6
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$
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1,233.7
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$
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(106.1
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)
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(8.6
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)%
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Flow & Filtration Solutions
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289.6
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361.2
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(71.6
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)
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(19.8
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)
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Water Quality Systems
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141.4
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121.0
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20.4
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16.9
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|||
Technical Solutions
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319.0
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281.0
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38.0
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13.5
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Total
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$
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1,877.6
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$
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1,996.9
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$
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(119.3
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)
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(6.0
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)%
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•
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diversion of management time and attention from daily operations;
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•
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difficulties integrating acquired businesses, technologies and personnel into our business;
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•
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difficulties in obtaining and verifying the financial statements and other business information of acquired businesses;
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•
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inability to obtain required regulatory approvals;
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•
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potential loss of key employees, key contractual relationships or key customers of acquired companies or of ours;
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•
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assumption of the liabilities and exposure to unforeseen liabilities of acquired companies, including risks related to the U.S. Foreign Corrupt Practices Act (the "FCPA"); and
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•
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dilution of interests of holders of our shares through the issuance of equity securities or equity-linked securities.
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•
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changes in general economic and political conditions in countries where we operate, particularly in emerging markets;
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•
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relatively more severe economic conditions in some international markets than in the United States;
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•
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the difficulty of enforcing agreements and collecting receivables through foreign legal systems;
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•
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the difficulty of communicating and monitoring standards and directives across our global network of after-market service centers and manufacturing facilities;
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•
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trade protection measures and import or export licensing requirements and restrictions;
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•
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the possibility of terrorist action affecting us or our operations;
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•
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the threat of nationalization and expropriation;
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•
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the imposition of tariffs, exchange controls or other trade restrictions;
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•
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difficulty in staffing and managing widespread operations in non-U.S. labor markets;
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•
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changes in tax treaties, laws or rulings that could have an adverse impact on our effective tax rate;
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•
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limitations on repatriation of earnings;
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•
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the difficulty of protecting intellectual property in non-U.S. countries; and
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•
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changes in and required compliance with a variety of non-U.S. laws and regulations.
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•
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actual or anticipated fluctuations in our operating results due to factors related to our business;
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•
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success or failure of our business strategy;
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•
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our quarterly or annual earnings, or those of other companies in our industry;
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•
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our ability to obtain third-party financing as needed;
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•
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announcements by us or our competitors of significant acquisitions or dispositions;
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•
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changes in accounting standards, policies, guidance, interpretations or principles;
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•
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changes in earnings estimates by us or securities analysts or our ability to meet those estimates;
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•
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the operating and share price performance of other comparable companies;
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•
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investor perception of us;
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•
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natural or other environmental disasters that investors believe may affect us;
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•
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overall market fluctuations;
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•
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results from any material litigation, including asbestos claims, government investigations or environmental liabilities;
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changes in laws and regulations affecting our business; and
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•
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general economic conditions and other external factors.
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Name
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Age
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Current Position and Business Experience
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Randall J. Hogan
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60
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Chief Executive Officer since 2001 and Chairman of the Board since 2002; President and Chief Operating Officer, 1999 — 2000; Executive Vice President and President of Pentair’s Electrical and Electronic Enclosures Group, 1998 — 1999; United Technologies Carrier Transicold President, 1995 — 1997; Pratt & Whitney Industrial Turbines Vice President and General Manager, 1994 — 1995; General Electric various executive positions, 1988 — 1994; McKinsey & Company consultant, 1981 — 1987.
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John L. Stauch
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51
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Executive Vice President and Chief Financial Officer since 2007; Chief Financial Officer of the Automation and Control Systems unit of Honeywell International Inc., 2005 — 2007; Vice President, Finance and Chief Financial Officer of the Sensing and Controls unit of Honeywell International Inc., 2004 — 2005; Vice President, Finance and Chief Financial Officer of the Automation & Control Products unit of Honeywell International Inc., 2002 — 2004; Chief Financial Officer and IT Director of PerkinElmer Optoelectronics, a unit of PerkinElmer, Inc., 2000 — 2002; Various executive, investor relations and managerial finance positions with Honeywell International Inc. and its predecessor AlliedSignal Inc., 1994 — 2000.
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Angela D. Jilek
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47
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Senior Vice President, General Counsel and Secretary since 2010; Assistant General Counsel, 2002 — 2010; Shareholder and Officer of the law firm of Henson & Efron, P.A., 2000 — 2002; Associate Attorney in the law firm of Henson & Efron, P.A. 1996 — 2000 and in the law firm of Felhaber Larson Fenlon & Vogt, P.A., 1992 — 1996.
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Mark C. Borin
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48
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Chief Accounting Officer since 2008 and Treasurer since 2015; Partner in the audit practice of the public accounting firm KPMG LLP, 2000 — 2008; Various positions in the audit practice of KPMG LLP, 1989 — 2000.
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Karl R. Frykman
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55
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President, Water Quality Systems Global Business Unit since 2007; President of Aquatic Systems' National Pool Tile group, 1998— 2007; Vice President of Operations for American Products, 1995— 1998; Vice President of Anthony Pools, 1990 — 1995; Vice President of Poolsaver, 1988 — 1990.
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Alok Maskara
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44
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President, Technical Solutions Global Business Unit since 2014; President, Thermal Management business, 2012 — 2014; President, Water Purification business, 2011 — 2012; President, Residential Filtration business, 2008 — 2011; General Manager of the Residential & Commercial water business at General Electric Corporation, 2006 — 2008; Manager Corporate Initiatives, General Electric Corporation, 2004 — 2006; Various executive positions with McKinsey & Company, 2000 — 2004.
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Beth A. Wozniak
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51
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President, Flow & Filtration Solutions Global Business Unit since 2015; President of Environmental and Combustion Controls unit of Honeywell International Inc., 2011 — 2015; President of Sensing and Controls unit of Honeywell International Inc., 2006 — 2011; Various leadership positions at Honeywell International Inc. and its predecessor AlliedSignal Inc., 1990 — 2006.
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2015
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2014
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||||||||||||||||||||||
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First
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Second
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Third
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Fourth
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First
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Second
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Third
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Fourth
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||||||||||||||||
High
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$
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68.24
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$
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66.52
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$
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69.65
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$
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59.69
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$
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83.37
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$
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81.04
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$
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73.36
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$
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69.37
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Low
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60.73
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59.92
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49.44
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48.14
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71.29
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71.96
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62.91
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59.09
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||||||||
Close
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62.39
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63.75
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51.98
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49.53
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77.66
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72.76
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67.41
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66.42
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||||||||
Dividends paid
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0.32
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0.32
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0.32
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0.32
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0.25
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0.25
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0.30
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0.30
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Base Period
December
2010
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INDEXED RETURNS
Years ended December 31
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|||||||||
Company / Index
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2011
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2012
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2013
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2014
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2015
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|||||||
Pentair plc
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100
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93.13
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140.52
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225.80
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196.08
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149.39
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S&P 500 Index
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100
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102.11
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118.45
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156.82
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178.28
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180.75
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S&P 500 Industrials Index
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100
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99.41
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114.67
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161.31
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177.16
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172.67
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(a)
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(b)
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(c)
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(d)
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||||||
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Total number of
shares
purchased
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Average price
paid per share
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Total number of
shares
purchased as
part of publicly
announced
plans or
programs
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Dollar value
of
shares that may
yet be purchased
under the plans or
programs
|
||||||
September 27 – October 24, 2015
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85,640
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$
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51.80
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|
—
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$
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800,000,049
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October 25 – November 21, 2015
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388
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55.11
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|
—
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800,000,049
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||
November 22 – December 31, 2015
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1,523
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54.67
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—
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800,000,049
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||
Total
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87,551
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|
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—
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(a)
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The purchases in this column include
85,640
shares for the period
September 27 – October 24, 2015
,
388
shares for the period
October 25 – November 21, 2015
, and
1,523
shares for the period
November 22 – December 31, 2015
deemed surrendered to us by participants in our 2012 Stock and Incentive Plan (the "2012 Plan") and earlier stock incentive plans that are now outstanding under the 2012 Plan (collectively the "Plans") to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted shares.
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(b)
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The average price paid in this column includes shares repurchased as part of our publicly announced plans and shares deemed surrendered to us by participants in the Plans to satisfy the exercise price of stock options and withholding tax obligations due upon stock option exercises and vesting of restricted shares.
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(c)
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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 $3.2 billion.
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(d)
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In December 2014, our Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of
$1.0 billion
. This authorization expires on
December 31, 2019
.
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|
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Years ended December 31
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|||||||||||||
In millions, except per-share data
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2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
Consolidated statements of operations and comprehensive income (loss) data
|
|
|
|
|
|
||||||||||
Net sales
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$
|
6,449.0
|
|
$
|
7,039.0
|
|
$
|
6,999.7
|
|
$
|
4,306.8
|
|
$
|
3,456.7
|
|
Operating income (loss)
|
177.2
|
|
851.9
|
|
742.6
|
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(4.8
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)
|
100.2
|
|
|||||
Net income (loss) from continuing operations attributable to Pentair plc
|
(65.0
|
)
|
607.0
|
|
511.7
|
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(81.5
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)
|
(7.5
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)
|
|||||
Per-share data
|
|
|
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|
||||||||||
Basic:
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|
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|
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|
||||||||||
Earnings (loss) per ordinary share from continuing operations attributable to Pentair plc
|
$
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(0.36
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)
|
$
|
3.19
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$
|
2.54
|
|
$
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(0.64
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)
|
$
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(0.08
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)
|
Weighted average shares
|
180.3
|
|
190.6
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201.1
|
|
127.4
|
|
98.2
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|||||
Diluted:
|
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|
||||||||||
Earnings (loss) per ordinary share from continuing operations attributable to Pentair plc
|
$
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(0.36
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)
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$
|
3.14
|
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$
|
2.50
|
|
$
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(0.64
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)
|
$
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(0.08
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)
|
Weighted average shares
|
182.6
|
|
193.7
|
|
204.6
|
|
127.4
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|
98.2
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|
|||||
Cash dividends declared and paid per ordinary share
|
$
|
1.28
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|
$
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1.10
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$
|
0.96
|
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$
|
0.88
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|
$
|
0.80
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|
Cash dividends declared and unpaid per ordinary share
|
0.33
|
|
0.64
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|
0.50
|
|
0.46
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|
—
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|
|||||
Consolidated balance sheets data
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||||||||||
Total assets
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$
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11,857.0
|
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$
|
10,655.2
|
|
$
|
11,743.3
|
|
$
|
11,882.7
|
|
$
|
4,586.3
|
|
Total debt
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4,710.0
|
|
3,004.1
|
|
2,550.4
|
|
2,451.6
|
|
1,309.1
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|
|||||
Total equity
|
4,008.8
|
|
4,663.8
|
|
6,217.7
|
|
6,487.5
|
|
2,047.4
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•
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In late
2014
and continuing through
2015
, our results were negatively impacted due to the strengthening of the U.S. dollar against most key global currencies. We expect this trend to continue into 2016.
|
•
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In
2015
, we experienced declines in project orders, particularly within the energy and industrial businesses. We expect headwinds in the energy and industrial business to continue and oil prices to remain depressed throughout 2016.
|
•
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In the last three quarters of 2015, we initiated further restructuring actions to offset the negative earnings impact of foreign exchange and core revenue decline. We expect to continue these actions into 2016 and these actions will contribute to margin growth in 2016.
|
•
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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.
|
•
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Despite the favorable long-term outlook for our end-markets, we experience differing levels of volatility depending on the end-market and may continue to do so over the medium and longer term. While we believe the general trends are favorable, factors specific to each of our major end-markets may negatively affect the capital spending plans of our customers and lead to lower sales volumes for us.
|
•
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Through
2014
and into
2015
, we experienced material and other cost inflation. We strive for productivity improvements, and we implement increases in selling prices to help mitigate this inflation. We expect the current economic environment will result in continuing price volatility for many of our raw materials. Commodity prices have declined, but we are uncertain as to the timing and impact of these market changes.
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•
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Reducing long-term debt and overall leverage through improved cash flow performance;
|
•
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Driving operating excellence through lean enterprise initiatives, with specific focus on sourcing and supply management, cash flow management and lean operations;
|
•
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Achieving differentiated revenue growth through new products and global and market expansion;
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•
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Optimizing our technological capabilities to increasingly generate innovative new products; and
|
•
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Focusing on developing global talent in light of our increased global presence.
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Years ended December 31
|
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% / point change
|
|||||||||||
In millions
|
2015
|
2014
|
2013
|
|
2015 vs. 2014
|
2014 vs. 2013
|
||||||||
Net sales
|
$
|
6,449.0
|
|
$
|
7,039.0
|
|
$
|
6,999.7
|
|
|
(8.4
|
)%
|
0.6
|
%
|
Cost of goods sold
|
4,263.2
|
|
4,576.0
|
|
4,629.6
|
|
|
(6.8
|
)%
|
(1.2
|
)%
|
|||
Gross profit
|
2,185.8
|
|
2,463.0
|
|
2,370.1
|
|
|
(11.3
|
)%
|
3.9
|
%
|
|||
% of net sales
|
33.9
|
%
|
35.0
|
%
|
33.9
|
%
|
|
(1.1
|
)
|
1.1
|
|
|||
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
1,334.3
|
|
1,493.8
|
|
1,493.7
|
|
|
(10.7
|
)%
|
—
|
%
|
|||
% of net sales
|
20.8
|
%
|
21.3
|
%
|
21.3
|
%
|
|
(0.5
|
)
|
—
|
|
|||
Research and development
|
119.6
|
|
117.3
|
|
122.8
|
|
|
2.0
|
%
|
(4.5
|
)%
|
|||
% of net sales
|
1.9
|
%
|
1.7
|
%
|
1.8
|
%
|
|
0.2
|
|
(0.1
|
)
|
|||
Impairment of goodwill and trade names
|
554.7
|
|
—
|
|
11.0
|
|
|
N.M.
|
|
(100.0
|
)%
|
|||
% of net sales
|
8.6
|
%
|
—
|
%
|
0.2
|
%
|
|
8.6
|
|
(0.2
|
)
|
|||
|
|
|
|
|
|
|
||||||||
Operating income
|
177.2
|
|
851.9
|
|
742.6
|
|
|
(79.2
|
)%
|
14.7
|
%
|
|||
% of net sales
|
2.7
|
%
|
12.1
|
%
|
10.6
|
%
|
|
(9.4
|
)
|
1.5
|
|
|||
|
|
|
|
|
|
|
||||||||
Loss (gain) on sale of businesses, net
|
3.2
|
|
0.2
|
|
(20.8
|
)
|
|
N.M.
|
|
(101.0
|
)%
|
|||
Net interest expense
|
102.7
|
|
68.6
|
|
70.9
|
|
|
49.7
|
%
|
(3.2
|
)%
|
|||
|
|
|
|
|
|
|
||||||||
Income from continuing operations before income taxes and noncontrolling interest
|
74.1
|
|
784.3
|
|
694.5
|
|
|
(90.6
|
)%
|
12.9
|
%
|
|||
Provision for income taxes
|
139.1
|
|
177.3
|
|
177.0
|
|
|
(21.5
|
)%
|
0.2
|
%
|
|||
Effective tax rate
|
187.7
|
%
|
22.6
|
%
|
25.5
|
%
|
|
165.1
|
|
(2.9
|
)
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||
Volume
|
(4.3
|
)%
|
|
1.0
|
%
|
Price
|
0.4
|
|
|
0.9
|
|
Core growth (decline)
|
(3.9
|
)
|
|
1.9
|
|
Acquisition (divestiture)
|
2.1
|
|
|
(0.2
|
)
|
Currency
|
(6.6
|
)
|
|
(1.1
|
)
|
Total
|
(8.4
|
)%
|
|
0.6
|
%
|
•
|
a slowdown in industrial capital spending, particularly in the oil & gas and energy-related businesses, driving core sales declines in Valves & Controls;
|
•
|
slowing economic activity in China, Brazil and other developing markets; and
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects.
|
•
|
core sales growth in Water Quality Systems and Technical Solutions, primarily as the result of increased volume in the United States and Canada;
|
•
|
sales of $147.0 million in 2015 as a result of the ERICO Acquisition;
|
•
|
core sales growth in our food & beverage and residential & commercial businesses; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
•
|
core sales growth in Technical Solutions, primarily as the result of increased volume in the United States, China and Canada;
|
•
|
core sales growth in Water Quality Systems due to higher sales of certain pool products serving North American residential housing and increased demand for global food & beverage solutions; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
•
|
unfavorable foreign currency effects;
|
•
|
decreases in sales of energy products in Valves & Controls and sales declines in residential retail product sales and infrastructure businesses in Flow & Filtration Solutions; and
|
•
|
loss of revenue related to the 2013 divestitures of businesses in Technical Solutions and Flow & Filtration Solutions.
|
•
|
lower core sales volumes, which resulted in decreased leverage on fixed expenses included in cost of goods sold;
|
•
|
an increase in cost of goods sold of $
35.7 million
in 2015 compared to 2014 as a result of inventory fair value step-up recorded as part of the Technical Solutions acquisitions in 2015, which did not occur in 2014; and
|
•
|
inflationary increases related to raw materials and labor costs.
|
•
|
higher contribution margin as a result of savings generated from our Pentair Integrated Management System ("PIMS") initiatives including lean and supply management practices; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
•
|
a decrease in cost of goods sold of $86.6 million in 2014 compared to 2013 as a result of inventory fair value step-up and customer backlog recorded as part of the Merger purchase accounting in 2013, which did not recur in 2014;
|
•
|
higher contribution margin as a result of savings generated from our PIMS initiatives including lean and supply management practices; and
|
•
|
selective increases in selling prices across all business segments to mitigate inflationary cost increases.
|
•
|
inflationary increases related to raw materials and labor costs.
|
•
|
"mark-to-market" actuarial gains related to pension and other post-retirement benefit plans of
$23.0 million
in 2015, compared to "mark-to-market" actuarial losses of
$49.9 million
in 2014; and
|
•
|
cost savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
•
|
restructuring costs of
$117.8 million
in 2015, compared to
$88.3 million
in 2014;
|
•
|
deal related costs and expenses of $14.3 million for
2015
; and
|
•
|
lower sales volume and the resulting loss of leverage on fixed operating expenses.
|
•
|
restructuring costs of $88.3 million in 2014, compared to $103.2 million in 2013;
|
•
|
savings generated from back-office consolidation, reduction in personnel and other lean initiatives; and
|
•
|
higher sales volume and the resultant gain of leverage on fixed operating expenses.
|
•
|
"mark-to-market" actuarial losses related to pension and other post-retirement benefit plans of $49.9 million in 2014, compared to "mark-to-market" actuarial gains of $63.2 million in 2013; and
|
•
|
costs of $10.3 million incurred in 2014, compared to $5.4 million in 2013, as a result of the Redomicile of the Company from Switzerland to Ireland.
|
•
|
the amortization of $10.8 million of debt issuance costs during 2015 related to financing commitments for a senior unsecured bridge loan facility established (and subsequently terminated upon issuance of the September 2015 issuance of senior notes discussed in Liquidity and Capital Resources below) in connection with the ERICO Acquisition;
|
•
|
the impact of higher debt levels during 2015, compared to 2014, primarily as the result of the September 2015 issuance of senior notes; and
|
•
|
higher interest rates on commercial paper.
|
•
|
reduced overall interest rates in effect on our outstanding debt; and
|
•
|
additional interest expense of $2.1 million in the second quarter of 2013 for a working capital and net indebtedness adjustment related to the Merger that did not recur in 2014.
|
•
|
the impact of higher debt levels during 2014 compared to 2013.
|
•
|
a goodwill impairment charge of
$515.2 million
, which was not tax deductible;
|
•
|
restructuring costs in jurisdictions with low tax benefits;
|
•
|
an increase in valuation allowances during 2015; and
|
•
|
the unfavorable tax impact of transaction costs related to the ERICO Acquisition.
|
•
|
the mix of global earnings toward lower tax jurisdictions; and
|
•
|
non-recurring withholding taxes during 2014 which did not recur in 2015.
|
•
|
the mix of global earnings toward lower tax jurisdictions.
|
•
|
increase in withholding taxes that are non-recurring.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2015
|
2014
|
2013
|
|
2015 vs. 2014
|
2014 vs. 2013
|
||||||||
Net sales
|
$
|
1,840.1
|
|
$
|
2,377.3
|
|
$
|
2,451.7
|
|
|
(22.6
|
)%
|
(3.0
|
)%
|
Segment income
|
223.0
|
|
398.5
|
|
349.3
|
|
|
(44.0
|
)%
|
14.1
|
%
|
|||
% of net sales
|
12.1
|
%
|
16.8
|
%
|
14.2
|
%
|
|
(4.7
|
)
|
2.6
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||
Volume
|
(13.6
|
)%
|
|
(2.2
|
)%
|
Price
|
(0.1
|
)
|
|
0.5
|
|
Core growth
|
(13.7
|
)
|
|
(1.7
|
)
|
Currency
|
(8.9
|
)
|
|
(1.3
|
)
|
Total
|
(22.6
|
)%
|
|
(3.0
|
)%
|
•
|
lower shipments and orders within the oil & gas and industrial businesses and broad-based slowing of global capital spending;
|
•
|
continued sales decline in the mining industry; and
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects.
|
•
|
sales growth in developing regions, including Southeast Asia, India and Eastern Europe.
|
•
|
decreased sales volume related to lower shipments for our energy products, particularly in the mining industry; and
|
•
|
unfavorable foreign currency effects.
|
•
|
increased sales volume for our industrial products; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
2015
|
2014
|
||
Growth
|
(6.5
|
) pts
|
—
|
|
Inflation
|
(1.0
|
)
|
(1.4
|
)
|
Productivity/Price
|
2.8
|
|
4.0
|
|
Total
|
(4.7
|
) pts
|
2.6
|
pts
|
•
|
lower core sales volumes, which resulted in decreased leverage on operating expenses; and
|
•
|
inflationary cost increases.
|
•
|
cost savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
•
|
selective increases in selling price to mitigate inflationary cost increases related to raw materials and labor costs;
|
•
|
favorable project mix due to higher margin projects in 2014; and
|
•
|
savings generated from our PIMS initiatives, including lean and supply management practices.
|
•
|
costs related to the operating model transformation investment in 2014.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2015
|
2014
|
2013
|
|
2015 vs. 2014
|
2014 vs. 2013
|
||||||||
Net sales
|
$
|
1,441.6
|
|
$
|
1,603.1
|
|
$
|
1,651.8
|
|
|
(10.1
|
)%
|
(2.9
|
)%
|
Segment income
|
185.1
|
|
199.5
|
|
202.4
|
|
|
(7.2
|
)%
|
(1.4
|
)%
|
|||
% of net sales
|
12.8
|
%
|
12.3
|
%
|
12.3
|
%
|
|
0.5
|
|
—
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||
Volume
|
(4.6
|
)%
|
|
(2.1
|
)%
|
Price
|
1.0
|
|
|
0.7
|
|
Core growth
|
(3.6
|
)
|
|
(1.4
|
)
|
Acquisition (divestiture)
|
—
|
|
|
(0.6
|
)
|
Currency
|
(6.5
|
)
|
|
(0.9
|
)
|
Total
|
(10.1
|
)%
|
|
(2.9
|
)%
|
•
|
decrease in core sales due to significant declines in the global agricultural industry, broad-based slowing of global capital spending and customer inventory de-stocking;
|
•
|
decreased sales volume related to the loss of a customer in the residential retail business during the second half of 2014; and
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects.
|
•
|
selective increases in selling prices to mitigate inflationary cost increases;
|
•
|
core sales growth in our food & beverage business; and
|
•
|
core growth in developing regions, including Eastern Europe and Southeast Asia.
|
•
|
decreased sales volume related to the loss of a customer in the residential retail business and sales declines in the infrastructure business;
|
•
|
loss of revenue related to the divestiture of a business at the end of the fourth quarter of 2013; and
|
•
|
unfavorable foreign currency effects.
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
2015
|
2014
|
||
Growth
|
(2.5
|
) pts
|
—
|
|
Acquisition (divestiture)
|
—
|
|
(0.1
|
)
|
Inflation
|
(1.4
|
)
|
(1.5
|
)
|
Productivity/Price
|
4.4
|
|
1.6
|
|
Total
|
0.5
|
pts
|
—
|
|
•
|
price increases more than offsetting inflationary cost increases;
|
•
|
savings driven by restructuring actions; and
|
•
|
savings generated from our PIMS initiatives including lean and supply management practices.
|
•
|
inflationary increases related to labor and certain raw materials;
|
•
|
lower core sales volumes, which resulted in decreased leverage on operating expenses; and
|
•
|
decreased sales volume related to the loss of a customer in the residential retail business during the second half of 2014.
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
•
|
savings generated from our PIMS initiatives including lean and supply management practices.
|
•
|
inflationary increases related to labor and certain raw materials.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2015
|
2014
|
2013
|
|
2015 vs. 2014
|
2014 vs. 2013
|
||||||||
Net sales
|
$
|
1,381.5
|
|
$
|
1,356.4
|
|
$
|
1,269.3
|
|
|
1.9
|
%
|
6.9
|
%
|
Segment income
|
281.8
|
|
253.3
|
|
227.9
|
|
|
11.3
|
%
|
11.1
|
%
|
|||
% of net sales
|
20.4
|
%
|
18.7
|
%
|
18.0
|
%
|
|
1.7
|
|
0.7
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||
Volume
|
4.2
|
%
|
|
6.2
|
%
|
Price
|
0.8
|
|
|
1.3
|
|
Core growth
|
5.0
|
|
|
7.5
|
|
Currency
|
(3.1
|
)
|
|
(0.6
|
)
|
Total
|
1.9
|
%
|
|
6.9
|
%
|
•
|
core sales growth related to higher sales of certain pool products primarily serving the North American residential housing market in 2015;
|
•
|
core sales growth within our residential & commercial and food & beverage businesses; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects; and
|
•
|
decreased sales in Western Europe and in the developing regions of Brazil and Latin America.
|
•
|
core sales growth related to higher sales of certain pool products primarily serving North American residential housing;
|
•
|
increased demand for global food & beverage solutions in 2014;
|
•
|
growth in developed regions led by strength in the U.S. and Western Europe; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
•
|
sales declines in our industrial and infrastructure businesses;
|
•
|
unfavorable foreign currency effects; and
|
•
|
decreased sales in Brazil and Western Europe.
|
|
2015
|
2014
|
||
Growth
|
0.3
|
pts
|
—
|
|
Inflation
|
(1.0
|
)
|
(1.5
|
)
|
Productivity/Price
|
2.4
|
|
2.2
|
|
Total
|
1.7
|
pts
|
0.7
|
pts
|
•
|
price increases more than offsetting inflationary cost increases; and
|
•
|
cost savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
•
|
inflationary increases related to labor costs and certain raw materials.
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
•
|
core sales growth in our residential & commercial and food & beverage businesses, which resulted in increased leverage on operating expenses.
|
•
|
inflationary increases related to certain raw materials; and
|
•
|
lower sales volumes in our industrial and infrastructure businesses, which resulted in decreased leverage on operating expenses.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2015
|
2014
|
2013
|
|
2015 vs. 2014
|
2014 vs. 2013
|
||||||||
Net sales
|
$
|
1,809.3
|
|
$
|
1,728.1
|
|
$
|
1,663.4
|
|
|
4.7
|
%
|
3.9
|
%
|
Segment income
|
395.0
|
|
378.1
|
|
342.0
|
|
|
4.5
|
%
|
10.6
|
%
|
|||
% of net sales
|
21.8
|
%
|
21.9
|
%
|
20.6
|
%
|
|
(0.1
|
)
|
1.3
|
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||
Volume
|
2.2
|
%
|
|
4.2
|
%
|
Price
|
0.1
|
|
|
1.3
|
|
Core growth
|
2.3
|
|
|
5.5
|
|
Acquisition (divestiture)
|
8.5
|
|
|
(0.4
|
)
|
Currency
|
(6.1
|
)
|
|
(1.2
|
)
|
Total
|
4.7
|
%
|
|
3.9
|
%
|
•
|
sales of $147.0 million in 2015 as a result of the ERICO Acquisition;
|
•
|
core growth in our residential & commercial and energy businesses; and
|
•
|
higher project core sales volume in the United States and Canada.
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects;
|
•
|
lower core sales volumes in our infrastructure business, primarily due to broad-based slowing of global capital spending; and
|
•
|
a decrease in demand for products in developing regions.
|
•
|
higher sales volume in the U.S., China and Canada;
|
•
|
increased sales in our industrial, infrastructure and residential & commercial businesses; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
•
|
unfavorable foreign currency effects; and
|
•
|
loss of revenue related to the divestiture of a business at the end of the first quarter of 2013.
|
|
2015
|
2014
|
||
Growth
|
(1.3
|
) pts
|
—
|
|
Acquisition/Divestiture
|
0.4
|
|
0.1
|
|
Inflation
|
(1.1
|
)
|
(1.7
|
)
|
Productivity/Price
|
1.9
|
|
2.9
|
|
Total
|
(0.1
|
) pts
|
1.3
|
pts
|
•
|
high margin project sales in 2014 that did not recur in 2015;
|
•
|
lower core sales volumes in our infrastructure business, which resulted in decreased leverage on operating expenses; and
|
•
|
inflationary increases related to labor costs and certain raw materials.
|
•
|
higher core sales volumes in our energy and commercial businesses, which resulted in increased leverage on operating expenses; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
•
|
higher sales volume in our industrial, infrastructure and residential & commercial businesses, which resulted in increased leverage on operating expenses; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
•
|
inflationary increases related to labor costs and certain raw materials.
|
|
Years ended December 31
|
||||||||||||||||||||
In millions
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
Total
|
||||||||||||||
Debt obligations
|
$
|
—
|
|
$
|
350.0
|
|
$
|
500.0
|
|
$
|
2,159.3
|
|
$
|
400.0
|
|
$
|
1,300.0
|
|
$
|
4,709.3
|
|
Capital lease obligations
|
0.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.7
|
|
|||||||
Interest obligations on fixed-rate debt
|
109.6
|
|
107.9
|
|
99.4
|
|
85.2
|
|
64.8
|
|
98.0
|
|
564.9
|
|
|||||||
Operating lease obligations, net of sublease rentals
|
44.3
|
|
32.6
|
|
24.8
|
|
19.8
|
|
14.9
|
|
23.3
|
|
159.7
|
|
|||||||
Purchase obligations
|
43.1
|
|
1.7
|
|
0.2
|
|
0.1
|
|
0.1
|
|
0.1
|
|
45.3
|
|
|||||||
Pension and other post-retirement plan contributions
|
24.4
|
|
20.4
|
|
22.5
|
|
23.2
|
|
19.8
|
|
87.1
|
|
197.4
|
|
|||||||
Marketing obligations
|
6.6
|
|
4.2
|
|
3.5
|
|
3.0
|
|
2.4
|
|
11.9
|
|
31.6
|
|
|||||||
Total contractual obligations, net
|
$
|
228.7
|
|
$
|
516.8
|
|
$
|
650.4
|
|
$
|
2,290.6
|
|
$
|
502.0
|
|
$
|
1,520.4
|
|
$
|
5,708.9
|
|
|
Years ended December 31
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Net cash provided by operating activities of continuing operations
|
$
|
750.0
|
|
$
|
1,005.0
|
|
$
|
931.3
|
|
Capital expenditures
|
(134.3
|
)
|
(129.6
|
)
|
(170.0
|
)
|
|||
Proceeds from sale of property and equipment
|
27.3
|
|
13.1
|
|
6.0
|
|
|||
Free cash flow
|
$
|
643.0
|
|
$
|
888.5
|
|
$
|
767.3
|
|
•
|
it requires us to make assumptions about matters that were uncertain at the time we were making the estimate; and
|
•
|
changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition or results of operations.
|
Randall J. Hogan
|
|
John L. Stauch
|
Chairman and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
|
Years ended December 31
|
||||||||
In millions, except per-share data
|
2015
|
2014
|
2013
|
||||||
Net sales
|
$
|
6,449.0
|
|
$
|
7,039.0
|
|
$
|
6,999.7
|
|
Cost of goods sold
|
4,263.2
|
|
4,576.0
|
|
4,629.6
|
|
|||
Gross profit
|
2,185.8
|
|
2,463.0
|
|
2,370.1
|
|
|||
Selling, general and administrative
|
1,334.3
|
|
1,493.8
|
|
1,493.7
|
|
|||
Research and development
|
119.6
|
|
117.3
|
|
122.8
|
|
|||
Impairment of goodwill and trade names
|
554.7
|
|
—
|
|
11.0
|
|
|||
Operating income
|
177.2
|
|
851.9
|
|
742.6
|
|
|||
Other (income) expense
|
|
|
|
||||||
Loss (gain) on sale of businesses, net
|
3.2
|
|
0.2
|
|
(20.8
|
)
|
|||
Equity income of unconsolidated subsidiaries
|
(2.8
|
)
|
(1.2
|
)
|
(2.0
|
)
|
|||
Interest income
|
(6.0
|
)
|
(3.7
|
)
|
(4.4
|
)
|
|||
Interest expense
|
108.7
|
|
72.3
|
|
75.3
|
|
|||
Income from continuing operations before income taxes and noncontrolling interest
|
74.1
|
|
784.3
|
|
694.5
|
|
|||
Provision for income taxes
|
139.1
|
|
177.3
|
|
177.0
|
|
|||
Net income (loss) from continuing operations before noncontrolling interest
|
(65.0
|
)
|
607.0
|
|
517.5
|
|
|||
Income (loss) from discontinued operations, net of tax
|
(4.7
|
)
|
(6.4
|
)
|
25.9
|
|
|||
Loss from sale / impairment of discontinued operations, net of tax
|
(6.7
|
)
|
(385.7
|
)
|
(0.8
|
)
|
|||
Net income (loss) before noncontrolling interest
|
(76.4
|
)
|
214.9
|
|
542.6
|
|
|||
Noncontrolling interest
|
—
|
|
—
|
|
5.8
|
|
|||
Net income (loss) attributable to Pentair plc
|
$
|
(76.4
|
)
|
$
|
214.9
|
|
$
|
536.8
|
|
Net income (loss) from continuing operations attributable to Pentair plc
|
$
|
(65.0
|
)
|
$
|
607.0
|
|
$
|
511.7
|
|
Comprehensive income (loss), net of tax
|
|
|
|
||||||
Net income (loss) before noncontrolling interest
|
$
|
(76.4
|
)
|
$
|
214.9
|
|
$
|
542.6
|
|
Changes in cumulative translation adjustment
|
(264.9
|
)
|
(336.3
|
)
|
(29.1
|
)
|
|||
Amortization of pension and other post-retirement prior service cost, net of $0, $0 and $0.2 tax, respectively
|
—
|
|
—
|
|
(0.4
|
)
|
|||
Changes in market value of derivative financial instruments, net of $0.5, $1.1 and $0.7 tax, respectively
|
0.2
|
|
(0.4
|
)
|
(0.3
|
)
|
|||
Total comprehensive income (loss)
|
(341.1
|
)
|
(121.8
|
)
|
512.8
|
|
|||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
—
|
|
8.0
|
|
|||
Comprehensive income (loss) attributable to Pentair plc
|
$
|
(341.1
|
)
|
$
|
(121.8
|
)
|
$
|
504.8
|
|
Earnings (loss) per ordinary share attributable to Pentair plc
|
|
|
|
||||||
Basic
|
|
|
|
||||||
Continuing operations
|
$
|
(0.36
|
)
|
$
|
3.19
|
|
$
|
2.54
|
|
Discontinued operations
|
(0.06
|
)
|
(2.06
|
)
|
0.13
|
|
|||
Basic earnings (loss) per ordinary share attributable to Pentair plc
|
$
|
(0.42
|
)
|
$
|
1.13
|
|
$
|
2.67
|
|
Diluted
|
|
|
|
||||||
Continuing operations
|
$
|
(0.36
|
)
|
$
|
3.14
|
|
$
|
2.50
|
|
Discontinued operations
|
(0.06
|
)
|
(2.03
|
)
|
0.12
|
|
|||
Diluted earnings (loss) per ordinary share attributable to Pentair plc
|
$
|
(0.42
|
)
|
$
|
1.11
|
|
$
|
2.62
|
|
Weighted average ordinary shares outstanding
|
|
|
|
||||||
Basic
|
180.3
|
|
190.6
|
|
201.1
|
|
|||
Diluted
|
182.6
|
|
193.7
|
|
204.6
|
|
|
December 31
|
|||||
In millions, except per-share data
|
2015
|
2014
|
||||
Assets
|
||||||
Current assets
|
|
|
||||
Cash and cash equivalents
|
$
|
126.3
|
|
$
|
110.4
|
|
Accounts and notes receivable, net of allowances of $103.7 and $96.5, respectively
|
1,167.7
|
|
1,205.9
|
|
||
Inventories
|
1,174.3
|
|
1,130.4
|
|
||
Other current assets
|
312.3
|
|
366.8
|
|
||
Current assets held for sale
|
—
|
|
80.6
|
|
||
Total current assets
|
2,780.6
|
|
2,894.1
|
|
||
Property, plant and equipment, net
|
942.8
|
|
950.0
|
|
||
Other assets
|
|
|
||||
Goodwill
|
5,255.4
|
|
4,741.9
|
|
||
Intangibles, net
|
2,490.1
|
|
1,608.1
|
|
||
Other non-current assets
|
388.1
|
|
436.2
|
|
||
Non-current assets held for sale
|
—
|
|
24.9
|
|
||
Total other assets
|
8,133.6
|
|
6,811.1
|
|
||
Total assets
|
$
|
11,857.0
|
|
$
|
10,655.2
|
|
Liabilities and Equity
|
||||||
Current liabilities
|
|
|
||||
Current maturities of long-term debt and short-term borrowings
|
$
|
0.7
|
|
$
|
6.7
|
|
Accounts payable
|
578.8
|
|
583.1
|
|
||
Employee compensation and benefits
|
262.9
|
|
305.5
|
|
||
Other current liabilities
|
644.1
|
|
709.1
|
|
||
Current liabilities held for sale
|
—
|
|
35.1
|
|
||
Total current liabilities
|
1,486.5
|
|
1,639.5
|
|
||
Other liabilities
|
|
|
||||
Long-term debt
|
4,709.3
|
|
2,997.4
|
|
||
Pension and other post-retirement compensation and benefits
|
287.2
|
|
322.0
|
|
||
Deferred tax liabilities
|
844.2
|
|
528.3
|
|
||
Other non-current liabilities
|
521.0
|
|
497.7
|
|
||
Non-current liabilities held for sale
|
—
|
|
6.5
|
|
||
Total liabilities
|
7,848.2
|
|
5,991.4
|
|
||
Equity
|
|
|
||||
Ordinary shares $0.01 par value, 426.0 authorized, 180.5 and 202.4 issued at December 31, 2015 and December 31, 2014, respectively
|
1.8
|
|
2.0
|
|
||
Ordinary shares held in treasury, 19.9 shares at December 31, 2014
|
—
|
|
(1,251.9
|
)
|
||
Additional paid-in capital
|
2,860.3
|
|
4,250.0
|
|
||
Retained earnings
|
1,791.7
|
|
2,044.0
|
|
||
Accumulated other comprehensive loss
|
(645.0
|
)
|
(380.3
|
)
|
||
Total equity
|
4,008.8
|
|
4,663.8
|
|
||
Total liabilities and equity
|
$
|
11,857.0
|
|
$
|
10,655.2
|
|
|
Years ended December 31
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Operating activities
|
|
|
|
||||||
Net income (loss) before noncontrolling interest
|
$
|
(76.4
|
)
|
$
|
214.9
|
|
$
|
542.6
|
|
Loss (income) from discontinued operations, net of tax
|
4.7
|
|
6.4
|
|
(25.9
|
)
|
|||
Loss from sale / impairment of discontinued operations, net of tax
|
6.7
|
|
385.7
|
|
0.8
|
|
|||
Adjustments to reconcile net income (loss) from continuing operations before noncontrolling interest to net cash provided by (used for) operating activities of continuing operations
|
|
|
|
||||||
Equity income of unconsolidated subsidiaries
|
(2.8
|
)
|
(1.2
|
)
|
(2.0
|
)
|
|||
Depreciation
|
139.5
|
|
138.7
|
|
141.3
|
|
|||
Amortization
|
121.4
|
|
114.0
|
|
134.1
|
|
|||
Loss (gain) on sale of businesses, net
|
3.2
|
|
0.2
|
|
(20.8
|
)
|
|||
Deferred income taxes
|
3.0
|
|
2.0
|
|
54.0
|
|
|||
Share-based compensation
|
33.0
|
|
33.6
|
|
31.1
|
|
|||
Impairment of goodwill and trade names
|
554.7
|
|
—
|
|
11.0
|
|
|||
Excess tax benefits from share-based compensation
|
(6.0
|
)
|
(12.6
|
)
|
(16.8
|
)
|
|||
Amortization of bridge financing debt issuance costs
|
10.8
|
|
—
|
|
—
|
|
|||
Pension and other post-retirement expense (income)
|
9.1
|
|
76.2
|
|
(31.3
|
)
|
|||
Pension and other post-retirement contributions
|
(24.7
|
)
|
(27.7
|
)
|
(34.0
|
)
|
|||
Changes in assets and liabilities, net of effects of business acquisitions
|
|
|
|
||||||
Accounts and notes receivable
|
48.8
|
|
9.0
|
|
(106.3
|
)
|
|||
Inventories
|
1.4
|
|
(3.7
|
)
|
58.1
|
|
|||
Other current assets
|
(21.7
|
)
|
(22.0
|
)
|
(5.7
|
)
|
|||
Accounts payable
|
(8.1
|
)
|
34.5
|
|
41.1
|
|
|||
Employee compensation and benefits
|
(41.1
|
)
|
13.2
|
|
66.3
|
|
|||
Other current liabilities
|
(31.2
|
)
|
58.5
|
|
41.2
|
|
|||
Other non-current assets and liabilities
|
25.7
|
|
(14.7
|
)
|
52.5
|
|
|||
Net cash provided by (used for) operating activities of continuing operations
|
750.0
|
|
1,005.0
|
|
931.3
|
|
|||
Net cash provided by (used for) operating activities of discontinued operations
|
(10.7
|
)
|
3.4
|
|
(3.4
|
)
|
|||
Net cash provided by (used for) operating activities
|
739.3
|
|
1,008.4
|
|
927.9
|
|
|||
Investing activities
|
|
|
|
||||||
Capital expenditures
|
(134.3
|
)
|
(129.6
|
)
|
(170.0
|
)
|
|||
Proceeds from sale of property and equipment
|
27.3
|
|
13.1
|
|
6.0
|
|
|||
Proceeds from sale of businesses, net
|
—
|
|
0.3
|
|
43.5
|
|
|||
Acquisitions, net of cash acquired
|
(1,913.9
|
)
|
(12.3
|
)
|
(92.4
|
)
|
|||
Other
|
(3.6
|
)
|
0.2
|
|
1.7
|
|
|||
Net cash provided by (used for) investing activities of continuing operations
|
(2,024.5
|
)
|
(128.3
|
)
|
(211.2
|
)
|
|||
Net cash provided by (used for) investing activities of discontinued operations
|
59.0
|
|
—
|
|
—
|
|
|||
Net cash provided by (used for) investing activities
|
(1,965.5
|
)
|
(128.3
|
)
|
(211.2
|
)
|
|||
Financing activities
|
|
|
|
||||||
Net receipts (repayments) of short-term borrowings
|
(2.3
|
)
|
0.5
|
|
—
|
|
|||
Net receipts of commercial paper and revolving long-term debt
|
363.5
|
|
468.6
|
|
104.2
|
|
|||
Proceeds from long-term debt
|
1,714.8
|
|
2.2
|
|
0.7
|
|
|||
Repayment of long-term debt
|
(356.6
|
)
|
(16.8
|
)
|
(7.4
|
)
|
|||
Debt issuance costs
|
(26.8
|
)
|
(3.1
|
)
|
(1.4
|
)
|
|||
Excess tax benefits from share-based compensation
|
6.0
|
|
12.6
|
|
16.8
|
|
|||
Shares issued to employees, net of shares withheld
|
19.4
|
|
37.0
|
|
80.0
|
|
|||
Repurchases of ordinary shares
|
(200.0
|
)
|
(1,150.0
|
)
|
(715.8
|
)
|
|||
Dividends paid
|
(231.7
|
)
|
(211.4
|
)
|
(194.2
|
)
|
|||
Purchase of / distribution to noncontrolling interest
|
—
|
|
(134.7
|
)
|
(2.0
|
)
|
|||
Net cash provided by (used for) financing activities
|
1,286.3
|
|
(995.1
|
)
|
(719.1
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(44.2
|
)
|
(30.6
|
)
|
21.0
|
|
|||
Change in cash and cash equivalents
|
15.9
|
|
(145.6
|
)
|
18.6
|
|
|||
Cash and cash equivalents, beginning of year
|
110.4
|
|
256.0
|
|
237.4
|
|
|||
Cash and cash equivalents, end of year
|
$
|
126.3
|
|
$
|
110.4
|
|
$
|
256.0
|
|
In millions
|
Ordinary shares
|
|
Treasury shares
|
Additional paid-in capital
|
Retained earnings
|
Accumulated other comprehensive income (loss)
|
Total Pentair plc
|
Non-controlling interest
|
Total
|
||||||||||||||||||||
Number
|
Amount
|
|
Number
|
Amount
|
|||||||||||||||||||||||||
Balance - December 31, 2012
|
213.0
|
|
$
|
113.5
|
|
|
(6.9
|
)
|
$
|
(315.5
|
)
|
$
|
5,292.4
|
|
$
|
1,292.3
|
|
$
|
(11.6
|
)
|
$
|
6,371.1
|
|
$
|
116.4
|
|
$
|
6,487.5
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
536.8
|
|
—
|
|
536.8
|
|
5.8
|
|
542.6
|
|
||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(32.0
|
)
|
(32.0
|
)
|
2.2
|
|
(29.8
|
)
|
||||||||
Tax benefit of share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
22.6
|
|
—
|
|
—
|
|
22.6
|
|
—
|
|
22.6
|
|
||||||||
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(198.5
|
)
|
—
|
|
—
|
|
(198.5
|
)
|
—
|
|
(198.5
|
)
|
||||||||
Distribution to noncontrolling interest
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2.0
|
)
|
(2.0
|
)
|
||||||||
Share repurchase
|
—
|
|
—
|
|
|
(12.3
|
)
|
(715.8
|
)
|
—
|
|
—
|
|
—
|
|
(715.8
|
)
|
—
|
|
(715.8
|
)
|
||||||||
Exercise of options, net of shares tendered for payment
|
—
|
|
—
|
|
|
3.0
|
|
131.8
|
|
(35.6
|
)
|
—
|
|
—
|
|
96.2
|
|
—
|
|
96.2
|
|
||||||||
Issuance of restricted shares, net of cancellations
|
—
|
|
—
|
|
|
0.9
|
|
37.0
|
|
(37.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Shares surrendered by employees to pay taxes
|
—
|
|
—
|
|
|
(0.3
|
)
|
(12.6
|
)
|
(3.6
|
)
|
—
|
|
—
|
|
(16.2
|
)
|
—
|
|
(16.2
|
)
|
||||||||
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
31.1
|
|
—
|
|
—
|
|
31.1
|
|
—
|
|
31.1
|
|
||||||||
Balance - December 31, 2013
|
213.0
|
|
$
|
113.5
|
|
|
(15.6
|
)
|
$
|
(875.1
|
)
|
$
|
5,071.4
|
|
$
|
1,829.1
|
|
$
|
(43.6
|
)
|
$
|
6,095.3
|
|
$
|
122.4
|
|
$
|
6,217.7
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
214.9
|
|
—
|
|
214.9
|
|
—
|
|
214.9
|
|
||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(336.7
|
)
|
(336.7
|
)
|
—
|
|
(336.7
|
)
|
||||||||
Tax benefit of share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
11.4
|
|
—
|
|
—
|
|
11.4
|
|
—
|
|
11.4
|
|
||||||||
Conversion of Pentair Ltd. common shares to Pentair plc ordinary shares
|
—
|
|
(111.4
|
)
|
|
—
|
|
—
|
|
111.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(229.5
|
)
|
—
|
|
—
|
|
(229.5
|
)
|
—
|
|
(229.5
|
)
|
||||||||
Purchase of noncontrolling interest
|
—
|
|
—
|
|
|
—
|
|
—
|
|
(12.3
|
)
|
—
|
|
—
|
|
(12.3
|
)
|
(122.4
|
)
|
(134.7
|
)
|
||||||||
Share repurchase
|
(10.6
|
)
|
(0.1
|
)
|
|
(5.8
|
)
|
(450.7
|
)
|
(699.2
|
)
|
—
|
|
—
|
|
(1,150.0
|
)
|
—
|
|
(1,150.0
|
)
|
||||||||
Exercise of options, net of shares tendered for payment
|
—
|
|
—
|
|
|
1.3
|
|
60.9
|
|
(14.4
|
)
|
—
|
|
—
|
|
46.5
|
|
—
|
|
46.5
|
|
||||||||
Issuance of restricted shares, net of cancellations
|
—
|
|
—
|
|
|
0.3
|
|
19.3
|
|
(19.3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Shares surrendered by employees to pay taxes
|
—
|
|
—
|
|
|
(0.1
|
)
|
(6.3
|
)
|
(3.1
|
)
|
—
|
|
—
|
|
(9.4
|
)
|
—
|
|
(9.4
|
)
|
||||||||
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
33.6
|
|
—
|
|
—
|
|
33.6
|
|
—
|
|
33.6
|
|
||||||||
Balance - December 31, 2014
|
202.4
|
|
$
|
2.0
|
|
|
(19.9
|
)
|
$
|
(1,251.9
|
)
|
$
|
4,250.0
|
|
$
|
2,044.0
|
|
$
|
(380.3
|
)
|
$
|
4,663.8
|
|
$
|
—
|
|
$
|
4,663.8
|
|
Net income (loss)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(76.4
|
)
|
—
|
|
(76.4
|
)
|
—
|
|
(76.4
|
)
|
||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(264.7
|
)
|
(264.7
|
)
|
—
|
|
(264.7
|
)
|
||||||||
Tax benefit of share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
5.7
|
|
—
|
|
—
|
|
5.7
|
|
—
|
|
5.7
|
|
||||||||
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
1.5
|
|
(175.9
|
)
|
—
|
|
(174.4
|
)
|
—
|
|
(174.4
|
)
|
||||||||
Share repurchase
|
(3.1
|
)
|
—
|
|
|
—
|
|
—
|
|
(200.0
|
)
|
—
|
|
—
|
|
(200.0
|
)
|
—
|
|
(200.0
|
)
|
||||||||
Cancellation of treasury shares
|
(19.1
|
)
|
(0.2
|
)
|
|
19.1
|
|
1,210.9
|
|
(1,210.7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Exercise of options, net of shares tendered for payment
|
0.1
|
|
—
|
|
|
0.7
|
|
34.6
|
|
(3.5
|
)
|
—
|
|
—
|
|
31.1
|
|
—
|
|
31.1
|
|
||||||||
Issuance of restricted shares, net of cancellations
|
0.3
|
|
—
|
|
|
0.2
|
|
9.4
|
|
(9.4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Shares surrendered by employees to pay taxes
|
(0.1
|
)
|
—
|
|
|
(0.1
|
)
|
(3.0
|
)
|
(6.3
|
)
|
—
|
|
—
|
|
(9.3
|
)
|
—
|
|
(9.3
|
)
|
||||||||
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
33.0
|
|
—
|
|
—
|
|
33.0
|
|
—
|
|
33.0
|
|
||||||||
Balance - December 31, 2015
|
180.5
|
|
$
|
1.8
|
|
|
—
|
|
$
|
—
|
|
$
|
2,860.3
|
|
$
|
1,791.7
|
|
$
|
(645.0
|
)
|
$
|
4,008.8
|
|
$
|
—
|
|
$
|
4,008.8
|
|
1.
|
Basis of Presentation and Summary of Significant Accounting Policies
|
|
Years
|
Land improvements
|
5 to 20
|
Buildings and leasehold improvements
|
5 to 50
|
Machinery and equipment
|
3 to 15
|
2.
|
Acquisitions
|
In millions
|
As Originally Reported
|
As Revised
|
||||
Cash
|
$
|
11.6
|
|
$
|
11.8
|
|
Accounts receivable
|
76.7
|
|
75.9
|
|
||
Inventories
|
99.0
|
|
102.4
|
|
||
Other current assets
|
9.5
|
|
2.9
|
|
||
Property, plant and equipment
|
27.0
|
|
53.4
|
|
||
Identifiable intangible assets
|
964.6
|
|
1,033.8
|
|
||
Goodwill
|
1,102.8
|
|
1,061.9
|
|
||
Current liabilities
|
(96.0
|
)
|
(97.2
|
)
|
||
Deferred income taxes, including current
|
(373.0
|
)
|
(418.8
|
)
|
||
Other liabilities
|
(4.1
|
)
|
(8.0
|
)
|
||
Purchase price
|
$
|
1,818.1
|
|
$
|
1,818.1
|
|
|
Years ended December 31
|
|||||
In millions, except share and per-share data
|
2015
|
2014
|
||||
Pro forma net sales
|
$
|
6,835.2
|
|
$
|
7,596.0
|
|
Pro forma net income (loss) from continuing operations
|
(1.6
|
)
|
609.2
|
|
||
Pro forma earnings (loss) per ordinary share - continuing operations
|
|
|
||||
Basic
|
$
|
(0.01
|
)
|
$
|
3.20
|
|
Diluted
|
(0.01
|
)
|
3.15
|
|
3.
|
Discontinued Operations and Divestitures
|
|
Years ended December 31
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Net sales
|
$
|
18.6
|
|
$
|
295.8
|
|
$
|
490.1
|
|
Cost of goods sold
|
18.1
|
|
250.2
|
|
387.4
|
|
|||
Gross profit
|
$
|
0.5
|
|
$
|
45.6
|
|
$
|
102.7
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before income taxes
|
$
|
(7.1
|
)
|
$
|
1.5
|
|
$
|
33.0
|
|
Income tax benefit (provision)
|
2.4
|
|
(7.9
|
)
|
(7.1
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
(4.7
|
)
|
$
|
(6.4
|
)
|
$
|
25.9
|
|
|
|
|
|
||||||
Loss from sale / impairment of discontinued operations before income taxes
|
$
|
(6.7
|
)
|
$
|
(400.4
|
)
|
$
|
(1.1
|
)
|
Income tax benefit
|
—
|
|
14.7
|
|
0.3
|
|
|||
Loss from sale / impairment of discontinued operations, net of tax
|
$
|
(6.7
|
)
|
$
|
(385.7
|
)
|
$
|
(0.8
|
)
|
|
December 31
|
|||||
In millions
|
2015
|
2014
|
||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
7.0
|
|
Accounts and notes receivable, net
|
—
|
|
28.8
|
|
||
Inventories
|
—
|
|
30.1
|
|
||
Other current assets
|
—
|
|
14.7
|
|
||
Current assets held for sale
|
$
|
—
|
|
$
|
80.6
|
|
Property, plant and equipment, net
|
$
|
—
|
|
$
|
18.5
|
|
Other non-current assets
|
—
|
|
6.4
|
|
||
Non-current assets held for sale
|
$
|
—
|
|
$
|
24.9
|
|
Accounts payable
|
$
|
—
|
|
$
|
12.2
|
|
Employee compensation and benefits
|
—
|
|
11.3
|
|
||
Other current liabilities
|
—
|
|
11.6
|
|
||
Current liabilities held for sale
|
$
|
—
|
|
$
|
35.1
|
|
Long-term debt
|
$
|
—
|
|
$
|
4.0
|
|
Pension and other post-retirement compensation and benefits
|
—
|
|
2.5
|
|
||
Non-current liabilities held for sale
|
$
|
—
|
|
$
|
6.5
|
|
4.
|
Earnings (Loss) Per Share
|
|
Years ended December 31
|
||||||||
In millions, except per share data
|
2015
|
2014
|
2013
|
||||||
Net income (loss) attributable to Pentair plc
|
$
|
(76.4
|
)
|
$
|
214.9
|
|
$
|
536.8
|
|
Net income (loss) from continuing operations attributable to Pentair plc
|
$
|
(65.0
|
)
|
$
|
607.0
|
|
$
|
511.7
|
|
Weighted average ordinary shares outstanding
|
|
|
|
||||||
Basic
|
180.3
|
|
190.6
|
|
201.1
|
|
|||
Dilutive impact of stock options and restricted stock awards
|
2.3
|
|
3.1
|
|
3.5
|
|
|||
Diluted
|
182.6
|
|
193.7
|
|
204.6
|
|
|||
Earnings (loss) per ordinary share attributable to Pentair plc
|
|
|
|
||||||
Basic
|
|
|
|
||||||
Continuing operations
|
$
|
(0.36
|
)
|
$
|
3.19
|
|
$
|
2.54
|
|
Discontinued operations
|
(0.06
|
)
|
(2.06
|
)
|
0.13
|
|
|||
Basic earnings (loss) per ordinary share attributable to Pentair plc
|
$
|
(0.42
|
)
|
$
|
1.13
|
|
$
|
2.67
|
|
Diluted
|
|
|
|
||||||
Continuing operations
|
$
|
(0.36
|
)
|
$
|
3.14
|
|
$
|
2.50
|
|
Discontinued operations
|
(0.06
|
)
|
(2.03
|
)
|
0.12
|
|
|||
Diluted earnings (loss) per ordinary share attributable to Pentair plc
|
$
|
(0.42
|
)
|
$
|
1.11
|
|
$
|
2.62
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
1.3
|
|
0.5
|
|
0.2
|
|
5.
|
Restructuring
|
|
Years ended December 31
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Severance and related costs
|
$
|
96.7
|
|
$
|
58.9
|
|
$
|
81.5
|
|
Other
|
21.1
|
|
29.4
|
|
21.7
|
|
|||
Total restructuring costs
|
$
|
117.8
|
|
$
|
88.3
|
|
$
|
103.2
|
|
|
Years ended December 31
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Valves & Controls
|
$
|
76.5
|
|
$
|
48.8
|
|
$
|
51.0
|
|
Flow & Filtration Solutions
|
11.2
|
|
14.0
|
|
17.8
|
|
|||
Water Quality Systems
|
6.2
|
|
15.2
|
|
5.0
|
|
|||
Technical Solutions
|
15.7
|
|
4.3
|
|
19.4
|
|
|||
Other
|
8.2
|
|
6.0
|
|
10.0
|
|
|||
Consolidated
|
$
|
117.8
|
|
$
|
88.3
|
|
$
|
103.2
|
|
|
Years ended December 31
|
|||||
In millions
|
2015
|
2014
|
||||
Beginning balance
|
$
|
73.4
|
|
$
|
68.6
|
|
Costs incurred
|
96.7
|
|
58.9
|
|
||
Cash payments and other
|
(78.9
|
)
|
(54.1
|
)
|
||
Ending balance
|
$
|
91.2
|
|
$
|
73.4
|
|
6.
|
Goodwill and Other Identifiable Intangible Assets
|
In millions
|
December 31, 2014
|
Acquisitions/
divestitures |
Impairment
|
Foreign currency
translation/other |
December 31, 2015
|
||||||||||
Valves & Controls
|
$
|
1,511.6
|
|
$
|
—
|
|
$
|
(515.2
|
)
|
$
|
—
|
|
$
|
996.4
|
|
Flow & Filtration Solutions
|
942.4
|
|
—
|
|
—
|
|
(59.7
|
)
|
882.7
|
|
|||||
Water Quality Systems
|
1,137.6
|
|
—
|
|
—
|
|
(16.5
|
)
|
1,121.1
|
|
|||||
Technical Solutions
|
1,150.3
|
|
1,116.4
|
|
—
|
|
(11.5
|
)
|
2,255.2
|
|
|||||
Total goodwill
|
$
|
4,741.9
|
|
$
|
1,116.4
|
|
$
|
(515.2
|
)
|
$
|
(87.7
|
)
|
$
|
5,255.4
|
|
In millions
|
December 31, 2013
|
Acquisitions/
divestitures |
Foreign currency
translation/other |
December 31, 2014
|
||||||||
Valves & Controls
|
$
|
1,511.6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,511.6
|
|
Flow & Filtration Solutions
|
1,036.4
|
|
—
|
|
(94.0
|
)
|
942.4
|
|
||||
Water Quality Systems
|
1,154.7
|
|
6.8
|
|
(23.9
|
)
|
1,137.6
|
|
||||
Technical Solutions
|
1,158.0
|
|
—
|
|
(7.7
|
)
|
1,150.3
|
|
||||
Total goodwill
|
$
|
4,860.7
|
|
$
|
6.8
|
|
$
|
(125.6
|
)
|
$
|
4,741.9
|
|
|
2015
|
|
2014
|
||||||||||||||||
In millions
|
Cost
|
Accumulated
amortization
|
Net
|
|
Cost
|
Accumulated
amortization
|
Net
|
||||||||||||
Finite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
2,078.7
|
|
$
|
(415.8
|
)
|
$
|
1,662.9
|
|
|
$
|
1,247.8
|
|
$
|
(325.2
|
)
|
$
|
922.6
|
|
Trade names
|
1.8
|
|
(1.2
|
)
|
0.6
|
|
|
2.0
|
|
(1.1
|
)
|
0.9
|
|
||||||
Proprietary technology and patents
|
249.3
|
|
(114.2
|
)
|
135.1
|
|
|
255.7
|
|
(96.7
|
)
|
159.0
|
|
||||||
Total finite-life intangibles
|
2,329.8
|
|
(531.2
|
)
|
1,798.6
|
|
|
1,505.5
|
|
(423.0
|
)
|
1,082.5
|
|
||||||
Indefinite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
691.5
|
|
—
|
|
691.5
|
|
|
525.6
|
|
—
|
|
525.6
|
|
||||||
Total intangibles
|
$
|
3,021.3
|
|
$
|
(531.2
|
)
|
$
|
2,490.1
|
|
|
$
|
2,031.1
|
|
$
|
(423.0
|
)
|
$
|
1,608.1
|
|
In millions
|
2016
|
2017
|
2018
|
2019
|
2020
|
||||||||||
Estimated amortization expense
|
$
|
149.5
|
|
$
|
148.0
|
|
$
|
145.6
|
|
$
|
138.8
|
|
$
|
133.7
|
|
7.
|
Supplemental Balance Sheet Information
|
|
December 31
|
|||||
In millions
|
2015
|
2014
|
||||
Inventories
|
|
|
||||
Raw materials and supplies
|
$
|
433.0
|
|
$
|
460.1
|
|
Work-in-process
|
249.2
|
|
229.0
|
|
||
Finished goods
|
492.1
|
|
441.3
|
|
||
Total inventories
|
$
|
1,174.3
|
|
$
|
1,130.4
|
|
Other current assets
|
|
|
||||
Cost in excess of billings
|
$
|
114.4
|
|
$
|
103.5
|
|
Prepaid expenses
|
87.6
|
|
109.6
|
|
||
Deferred income taxes
|
96.7
|
|
139.4
|
|
||
Other current assets
|
13.6
|
|
14.3
|
|
||
Total other current assets
|
$
|
312.3
|
|
$
|
366.8
|
|
Property, plant and equipment, net
|
|
|
||||
Land and land improvements
|
$
|
161.9
|
|
$
|
165.1
|
|
Buildings and leasehold improvements
|
518.8
|
|
493.5
|
|
||
Machinery and equipment
|
1,287.6
|
|
1,169.1
|
|
||
Construction in progress
|
79.3
|
|
71.0
|
|
||
Total property, plant and equipment
|
2,047.6
|
|
1,898.7
|
|
||
Accumulated depreciation and amortization
|
1,104.8
|
|
948.7
|
|
||
Total property, plant and equipment, net
|
$
|
942.8
|
|
$
|
950.0
|
|
Other non-current assets
|
|
|
||||
Asbestos-related insurance receivable
|
$
|
111.0
|
|
$
|
115.8
|
|
Deferred income taxes
|
62.8
|
|
87.9
|
|
||
Other non-current assets
|
214.3
|
|
232.5
|
|
||
Total other non-current assets
|
$
|
388.1
|
|
$
|
436.2
|
|
Other current liabilities
|
|
|
||||
Deferred revenue and customer deposits
|
$
|
94.6
|
|
$
|
112.7
|
|
Dividends payable
|
59.6
|
|
116.8
|
|
||
Billings in excess of cost
|
32.0
|
|
41.4
|
|
||
Accrued warranty
|
59.8
|
|
66.4
|
|
||
Other current liabilities
|
398.1
|
|
371.8
|
|
||
Total other current liabilities
|
$
|
644.1
|
|
$
|
709.1
|
|
Other non-current liabilities
|
|
|
||||
Asbestos-related liabilities
|
$
|
237.9
|
|
$
|
249.1
|
|
Taxes payable
|
71.1
|
|
61.6
|
|
||
Other non-current liabilities
|
212.0
|
|
187.0
|
|
||
Total other non-current liabilities
|
$
|
521.0
|
|
$
|
497.7
|
|
8.
|
Supplemental Cash Flow Information
|
|
Years ended December 31
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Cash paid for interest, net
|
$
|
76.9
|
|
$
|
67.5
|
|
$
|
69.4
|
|
Cash paid for income taxes, net
|
182.8
|
|
134.2
|
|
91.2
|
|
9.
|
Accumulated Other Comprehensive Income (Loss)
|
|
December 31
|
|||||
In millions
|
2015
|
2014
|
||||
Cumulative translation adjustments
|
$
|
(635.9
|
)
|
$
|
(371.0
|
)
|
Market value of derivative financial instruments, net of tax
|
(9.1
|
)
|
(9.3
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(645.0
|
)
|
$
|
(380.3
|
)
|
10.
|
Debt
|
In millions
|
Average
interest rate at
December 31, 2015
|
Maturity
year
|
December 31
|
|||||
2015
|
2014
|
|||||||
Commercial paper
|
1.308%
|
2019
|
$
|
179.5
|
|
$
|
987.6
|
|
Revolving credit facilities
|
1.581%
|
2019
|
1,181.4
|
|
9.8
|
|
||
Senior notes - fixed rate
|
1.350%
|
2015
|
—
|
|
350.0
|
|
||
Senior notes - fixed rate
|
1.875%
|
2017
|
350.0
|
|
350.0
|
|
||
Senior notes - fixed rate
|
2.900%
|
2018
|
500.0
|
|
—
|
|
||
Senior notes - fixed rate
|
2.650%
|
2019
|
250.0
|
|
250.0
|
|
||
Senior notes - fixed rate - Euro
|
2.450%
|
2019
|
548.4
|
|
—
|
|
||
Senior notes - fixed rate
|
3.625%
|
2020
|
400.0
|
|
—
|
|
||
Senior notes - fixed rate
|
5.000%
|
2021
|
500.0
|
|
500.0
|
|
||
Senior notes - fixed rate
|
3.150%
|
2022
|
550.0
|
|
550.0
|
|
||
Senior notes - fixed rate
|
4.650%
|
2025
|
250.0
|
|
—
|
|
||
Capital lease obligations
|
4.670%
|
2016
|
0.7
|
|
6.7
|
|
||
Total debt
|
|
|
4,710.0
|
|
3,004.1
|
|
||
Less: Current maturities and short-term borrowings
|
|
|
(0.7
|
)
|
(6.7
|
)
|
||
Long-term debt
|
|
|
$
|
4,709.3
|
|
$
|
2,997.4
|
|
In millions
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
Total
|
||||||||||||||
Contractual debt obligation maturities
|
$
|
—
|
|
$
|
350.0
|
|
$
|
500.0
|
|
$
|
2,159.3
|
|
$
|
400.0
|
|
$
|
1,300.0
|
|
$
|
4,709.3
|
|
Capital lease obligations
|
0.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.7
|
|
|||||||
Total maturities
|
$
|
0.7
|
|
$
|
350.0
|
|
$
|
500.0
|
|
$
|
2,159.3
|
|
$
|
400.0
|
|
$
|
1,300.0
|
|
$
|
4,710.0
|
|
11.
|
Derivatives and Financial Instruments
|
•
|
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.
|
|
2015
|
|
2014
|
||||||||||
In millions
|
Recorded
Amount
|
Fair Value
|
|
Recorded
Amount
|
Fair Value
|
||||||||
Variable rate debt
|
$
|
1,360.9
|
|
$
|
1,360.9
|
|
|
$
|
997.4
|
|
$
|
997.4
|
|
Fixed rate debt
|
3,349.1
|
|
3,395.4
|
|
|
2,006.7
|
|
2,070.4
|
|
||||
Total debt
|
$
|
4,710.0
|
|
$
|
4,756.3
|
|
|
$
|
3,004.1
|
|
$
|
3,067.8
|
|
Recurring fair value measurements
|
December 31, 2015
|
|||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Foreign currency contract assets
|
$
|
—
|
|
$
|
0.1
|
|
$
|
—
|
|
$
|
0.1
|
|
Foreign currency contract liabilities
|
—
|
|
(7.6
|
)
|
—
|
|
(7.6
|
)
|
||||
Deferred compensation plans assets
(1)
|
43.8
|
|
7.0
|
|
—
|
|
50.8
|
|
||||
Total recurring fair value measurements
|
$
|
43.8
|
|
$
|
(0.5
|
)
|
$
|
—
|
|
$
|
43.3
|
|
Nonrecurring fair value measurements
|
|
|
|
|
||||||||
Goodwill
(2)
|
$
|
—
|
|
$
|
—
|
|
$
|
996.4
|
|
$
|
996.4
|
|
Trade name intangibles
(3)
|
—
|
|
—
|
|
138.1
|
|
138.1
|
|
||||
Total nonrecurring fair value measurements
|
$
|
—
|
|
$
|
—
|
|
$
|
1,134.5
|
|
$
|
1,134.5
|
|
Recurring fair value measurements
|
December 31, 2014
|
|||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Foreign currency contract assets
|
$
|
—
|
|
$
|
0.9
|
|
$
|
—
|
|
$
|
0.9
|
|
Foreign currency contract liabilities
|
—
|
|
(6.6
|
)
|
—
|
|
(6.6
|
)
|
||||
Deferred compensation plan assets
(1)
|
47.9
|
|
7.4
|
|
—
|
|
55.3
|
|
||||
Total recurring fair value measurements
|
$
|
47.9
|
|
$
|
1.7
|
|
$
|
—
|
|
$
|
49.6
|
|
Nonrecurring fair value measurements
(4)
|
|
|
|
|
(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 our 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
. The first step of this process includes comparing the fair value to the carrying value of the reporting unit to which the goodwill is allocated to identify potential impairment. If the fair value of the reporting unit exceeds its carrying value, goodwill allocated to that reporting unit is considered not impaired. If the inverse result is observed, the reporting unit is considered to be impaired and step two of the test to measure the amount of impairment must be completed.
|
(3)
|
During the fourth quarter of 2015, we performed an impairment test for our 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.
|
(4)
|
During the third quarter of 2014, we recognized an impairment charge related to allocated amounts of goodwill, intangible assets, property, plant & equipment and other non-current assets totaling
$380.1 million
, net of a
$12.3 million
tax benefit, representing our estimated loss on disposal of the Water Transport business. The impairment charge was determined using significant unobservable inputs ("Level 3" fair value measurements). See Note 3 for additional information about the impairment.
|
12.
|
Income Taxes
|
|
Years ended December 31
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Federal
(1)
|
$
|
(23.7
|
)
|
$
|
13.3
|
|
$
|
328.7
|
|
International
|
97.8
|
|
771.0
|
|
365.8
|
|
|||
Income from continuing operations before income taxes and noncontrolling interest
|
$
|
74.1
|
|
$
|
784.3
|
|
$
|
694.5
|
|
(1)
|
As a result of the Redomicile, "Federal" reflects income from continuing operations before income taxes and noncontrolling interest for the U.K. in
2015
and
2014
and for Switzerland in
2013
.
|
|
Years ended December 31
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Currently payable
|
|
|
|
||||||
Federal
(1)
|
$
|
—
|
|
$
|
(0.4
|
)
|
$
|
17.4
|
|
International
(2)
|
136.1
|
|
175.7
|
|
105.6
|
|
|||
Total current taxes
|
136.1
|
|
175.3
|
|
123.0
|
|
|||
Deferred
|
|
|
|
||||||
Federal
(1)
|
0.9
|
|
2.2
|
|
18.9
|
|
|||
International
(2)
|
2.1
|
|
(0.2
|
)
|
35.1
|
|
|||
Total deferred taxes
|
3.0
|
|
2.0
|
|
54.0
|
|
|||
Total provision for income taxes
|
$
|
139.1
|
|
$
|
177.3
|
|
$
|
177.0
|
|
(1)
|
As a result of the Redomicile, "Federal" represents U.K. taxes for
2015
and
2014
and Swiss taxes for
2013
.
|
(2)
|
As a result of the Redomicile, "International" represents non-U.K. taxes for
2015
and
2014
and non-Swiss taxes for
2013
.
|
|
Years ended December 31
|
||||
Percentages
|
2015
|
2014
|
2013
|
||
Federal statutory income tax rate
(1)
|
20.3
|
|
21.0
|
|
7.8
|
Tax effect of international operations
(2)
|
(74.5
|
)
|
(4.9
|
)
|
10.4
|
Change in valuation allowances
|
81.6
|
|
3.4
|
|
5.7
|
Withholding taxes
|
7.3
|
|
2.3
|
|
1.1
|
Interest limitations
|
8.8
|
|
0.8
|
|
0.5
|
Non-deductible transaction costs
|
3.4
|
|
—
|
|
—
|
Non-deductible goodwill impairment
|
140.8
|
|
—
|
|
—
|
Effective tax rate
|
187.7
|
|
22.6
|
|
25.5
|
(1)
|
The statutory rate for
2015
and
2014
reflects the U.K. statutory rate of
20.25 percent
and
21 percent
, respectively. For
2013
, the statutory rate reflects the Swiss statutory rate of
7.8 percent
.
|
(2)
|
The tax effect of international operations for
2015
and
2014
consists of non-U.K. jurisdictions. For
2013
, the tax effect of international operations consists of non-Swiss jurisdictions.
|
|
Years ended December 31
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Beginning balance
|
$
|
62.1
|
|
$
|
60.8
|
|
$
|
53.4
|
|
Gross increases for tax positions in prior periods
|
5.2
|
|
2.3
|
|
12.2
|
|
|||
Gross decreases for tax positions in prior periods
|
(3.4
|
)
|
(0.5
|
)
|
(0.6
|
)
|
|||
Gross increases based on tax positions related to the current year
|
6.2
|
|
1.8
|
|
2.7
|
|
|||
Gross decreases related to settlements with taxing authorities
|
(1.9
|
)
|
(0.1
|
)
|
(5.1
|
)
|
|||
Reductions due to statute expiration
|
(1.5
|
)
|
(1.2
|
)
|
(1.8
|
)
|
|||
Gross decreases due to currency fluctuations
|
(3.4
|
)
|
(1.0
|
)
|
—
|
|
|||
Gross increases due to acquisitions
|
6.6
|
|
—
|
|
—
|
|
|||
Ending balance
|
$
|
69.9
|
|
$
|
62.1
|
|
$
|
60.8
|
|
|
December 31
|
|||||
In millions
|
2015
|
2014
|
||||
Other current assets
|
$
|
96.7
|
|
$
|
139.4
|
|
Other non-current assets
|
62.8
|
|
87.9
|
|
||
Deferred tax liabilities
|
844.2
|
|
528.3
|
|
||
Net deferred tax liabilities
|
$
|
684.7
|
|
$
|
301.0
|
|
|
December 31
|
|||||
In millions
|
2015
|
2014
|
||||
Deferred tax assets
|
|
|
||||
Accrued liabilities and reserves
|
$
|
168.7
|
|
$
|
200.3
|
|
Pension and other post-retirement benefits
|
53.2
|
|
68.4
|
|
||
Employee compensation & benefits
|
102.7
|
|
100.0
|
|
||
Tax loss and credit carryforwards
|
392.8
|
|
291.9
|
|
||
Total deferred tax assets
|
717.4
|
|
660.6
|
|
||
Valuation allowance
|
362.5
|
|
235.8
|
|
||
Deferred tax assets, net of valuation allowance
|
354.9
|
|
424.8
|
|
||
Deferred tax liabilities
|
|
|
||||
Property, plant and equipment
|
58.1
|
|
51.6
|
|
||
Goodwill and other intangibles
|
942.4
|
|
645.6
|
|
||
Other liabilities
|
39.1
|
|
28.6
|
|
||
Total deferred tax liabilities
|
1,039.6
|
|
725.8
|
|
||
Net deferred tax liabilities
|
$
|
684.7
|
|
$
|
301.0
|
|
13.
|
Benefit Plans
|
|
U.S. pension plans
|
|
Non-U.S. pension plans
|
|
Other post-retirement
plans
|
|||||||||||||||
In millions
|
2015
|
2014
|
|
2015
|
2014
|
|
2015
|
2014
|
||||||||||||
Change in benefit obligations
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation beginning of year
|
$
|
416.2
|
|
$
|
346.9
|
|
|
$
|
505.2
|
|
$
|
462.0
|
|
|
$
|
41.5
|
|
$
|
42.4
|
|
Service cost
|
14.0
|
|
13.1
|
|
|
9.6
|
|
7.4
|
|
|
0.2
|
|
0.2
|
|
||||||
Interest cost
|
14.9
|
|
15.4
|
|
|
14.2
|
|
17.3
|
|
|
1.5
|
|
1.7
|
|
||||||
Actuarial loss (gain)
|
(39.1
|
)
|
50.1
|
|
|
(9.5
|
)
|
73.0
|
|
|
(0.9
|
)
|
0.3
|
|
||||||
Foreign currency translation
|
—
|
|
—
|
|
|
(31.6
|
)
|
(36.6
|
)
|
|
—
|
|
—
|
|
||||||
Benefits paid
|
(9.1
|
)
|
(9.3
|
)
|
|
(17.9
|
)
|
(17.9
|
)
|
|
(3.5
|
)
|
(3.1
|
)
|
||||||
Benefit obligation end of year
|
$
|
396.9
|
|
$
|
416.2
|
|
|
$
|
470.0
|
|
$
|
505.2
|
|
|
$
|
38.8
|
|
$
|
41.5
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets beginning of year
|
$
|
343.9
|
|
$
|
285.8
|
|
|
$
|
309.7
|
|
$
|
286.5
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
(11.1
|
)
|
63.7
|
|
|
4.2
|
|
35.2
|
|
|
—
|
|
—
|
|
||||||
Company contributions
|
4.0
|
|
3.7
|
|
|
17.2
|
|
20.9
|
|
|
3.5
|
|
3.1
|
|
||||||
Foreign currency translation
|
—
|
|
—
|
|
|
(11.5
|
)
|
(15.0
|
)
|
|
—
|
|
—
|
|
||||||
Benefits paid
|
(9.1
|
)
|
(9.3
|
)
|
|
(17.9
|
)
|
(17.9
|
)
|
|
(3.5
|
)
|
(3.1
|
)
|
||||||
Fair value of plan assets end of year
|
$
|
327.7
|
|
$
|
343.9
|
|
|
$
|
301.7
|
|
$
|
309.7
|
|
|
$
|
—
|
|
$
|
—
|
|
Funded status
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligations in excess of the fair value of plan assets
|
$
|
(69.2
|
)
|
$
|
(72.3
|
)
|
|
$
|
(168.3
|
)
|
$
|
(195.5
|
)
|
|
$
|
(38.8
|
)
|
$
|
(41.5
|
)
|
|
U.S. pension plans
|
|
Non-U.S. pension plans
|
|
Other post-retirement
plans
|
|||||||||||||||
In millions
|
2015
|
2014
|
|
2015
|
2014
|
|
2015
|
2014
|
||||||||||||
Other non-current assets
|
$
|
0.5
|
|
$
|
2.7
|
|
|
$
|
6.1
|
|
$
|
6.5
|
|
|
$
|
—
|
|
$
|
—
|
|
Current liabilities
|
(4.1
|
)
|
(4.0
|
)
|
|
(4.0
|
)
|
(4.7
|
)
|
|
(3.3
|
)
|
(3.4
|
)
|
||||||
Non-current liabilities
|
(65.6
|
)
|
(71.0
|
)
|
|
(170.4
|
)
|
(197.3
|
)
|
|
(35.5
|
)
|
(38.1
|
)
|
||||||
Benefit obligations in excess of the fair value of plan assets
|
$
|
(69.2
|
)
|
$
|
(72.3
|
)
|
|
$
|
(168.3
|
)
|
$
|
(195.5
|
)
|
|
$
|
(38.8
|
)
|
$
|
(41.5
|
)
|
|
Projected benefit obligation
exceeds the fair value
of plan assets
|
|
Accumulated benefit obligation
exceeds the fair value of
plan assets
|
||||||||||
In millions
|
2015
|
2014
|
|
2015
|
2014
|
||||||||
U.S. pension plans
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
86.4
|
|
$
|
92.5
|
|
|
$
|
86.4
|
|
$
|
92.5
|
|
Fair value of plan assets
|
16.6
|
|
17.5
|
|
|
16.6
|
|
17.5
|
|
||||
Accumulated benefit obligation
|
N/A
|
|
N/A
|
|
|
82.4
|
|
85.1
|
|
||||
Non-U.S. pension plans
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
430.4
|
|
$
|
460.0
|
|
|
$
|
422.7
|
|
$
|
453.2
|
|
Fair value of plan assets
|
256.0
|
|
258.1
|
|
|
248.8
|
|
252.3
|
|
||||
Accumulated benefit obligation
|
NA
|
|
N/A
|
|
|
409.8
|
|
440.9
|
|
|
U. S. pension plans
|
|
Non-U.S. pension plans
|
||||||||||||||||
In millions
|
2015
|
2014
|
2013
|
|
2015
|
2014
|
2013
|
||||||||||||
Service cost
|
$
|
14.0
|
|
$
|
13.1
|
|
$
|
15.6
|
|
|
$
|
9.6
|
|
$
|
7.4
|
|
$
|
8.4
|
|
Interest cost
|
14.9
|
|
15.4
|
|
14.3
|
|
|
14.2
|
|
17.3
|
|
17.9
|
|
||||||
Expected return on plan assets
|
(10.0
|
)
|
(10.5
|
)
|
(9.7
|
)
|
|
(15.6
|
)
|
(15.9
|
)
|
(15.2
|
)
|
||||||
Amortization of prior year service cost (benefit)
|
—
|
|
—
|
|
0.4
|
|
|
—
|
|
—
|
|
(0.2
|
)
|
||||||
Net actuarial (gain) loss
|
(18.0
|
)
|
(3.1
|
)
|
(18.3
|
)
|
|
(0.8
|
)
|
50.3
|
|
(30.0
|
)
|
||||||
Net periodic benefit expense (income)
|
$
|
0.9
|
|
$
|
14.9
|
|
$
|
2.3
|
|
|
$
|
7.4
|
|
$
|
59.1
|
|
$
|
(19.1
|
)
|
|
Other post-retirement plans
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Service cost
|
$
|
0.2
|
|
$
|
0.2
|
|
$
|
0.3
|
|
Interest cost
|
1.5
|
|
1.7
|
|
1.9
|
|
|||
Amortization of prior year service benefit
|
—
|
|
—
|
|
(0.8
|
)
|
|||
Net actuarial (gain) loss
|
(0.9
|
)
|
0.3
|
|
(15.9
|
)
|
|||
Net periodic benefit expense (income)
|
$
|
0.8
|
|
$
|
2.2
|
|
$
|
(14.5
|
)
|
|
U.S. pension plans
|
|
Non-U.S. pension plans
|
|
Other post-retirement
plans
|
|||||||||||||||
Percentages
|
2015
|
2014
|
2013
|
|
2015
|
2014
|
2013
|
|
2015
|
2014
|
2013
|
|||||||||
Discount rate
|
4.21
|
%
|
3.63
|
%
|
4.51
|
%
|
|
3.20
|
%
|
3.04
|
%
|
4.13
|
%
|
|
3.95
|
%
|
3.60
|
%
|
4.35
|
%
|
Rate of compensation increase
|
4.00
|
%
|
4.00
|
%
|
4.00
|
%
|
|
2.87
|
%
|
2.95
|
%
|
3.02
|
%
|
|
—
|
—
|
—
|
|
U.S. pension plans
|
|
Non-U.S. pension plans
|
|
Other post-retirement
plans
|
|||||||||||||||
Percentages
|
2015
|
2014
|
2013
|
|
2015
|
2014
|
2013
|
|
2015
|
2014
|
2013
|
|||||||||
Discount rate
|
3.63
|
%
|
4.51
|
%
|
3.67
|
%
|
|
3.04
|
%
|
4.13
|
%
|
3.85
|
%
|
|
3.60
|
%
|
4.35
|
%
|
3.40
|
%
|
Expected long-term return on plan assets
|
3.65
|
%
|
4.56
|
%
|
3.75
|
%
|
|
5.32
|
%
|
5.95
|
%
|
5.98
|
%
|
|
—
|
—
|
—
|
|||
Rate of compensation increase
|
4.00
|
%
|
4.00
|
%
|
4.37
|
%
|
|
2.95
|
%
|
3.02
|
%
|
3.02
|
%
|
|
—
|
—
|
—
|
|
2015
|
2014
|
||
Healthcare cost trend rate assumed for following year
|
7.4
|
%
|
6.8
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
4.4
|
%
|
4.5
|
%
|
Year the cost trend rate reaches the ultimate trend rate
|
2038
|
|
2027
|
|
|
One Percentage Point
|
|||||
In millions
|
Increase
|
Decrease
|
||||
Increase (decrease) in annual service and interest cost
|
$
|
0.1
|
|
$
|
(0.1
|
)
|
Increase (decrease) in other post-retirement benefit obligations
|
0.9
|
|
(0.8
|
)
|
|
December 31, 2015
|
|||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
2.9
|
|
$
|
3.4
|
|
$
|
—
|
|
$
|
6.3
|
|
Fixed income:
|
|
|
|
|
||||||||
Corporate and non U.S. government
|
—
|
|
381.5
|
|
—
|
|
381.5
|
|
||||
U.S. treasuries
|
—
|
|
52.0
|
|
—
|
|
52.0
|
|
||||
Mortgage-backed securities
|
—
|
|
5.8
|
|
—
|
|
5.8
|
|
||||
Other
|
—
|
|
37.2
|
|
—
|
|
37.2
|
|
||||
Global equity securities:
|
|
|
|
|
||||||||
Mid cap equity
|
—
|
|
3.4
|
|
—
|
|
3.4
|
|
||||
Large cap equity
|
—
|
|
43.2
|
|
—
|
|
43.2
|
|
||||
International equity
|
—
|
|
74.4
|
|
—
|
|
74.4
|
|
||||
Other investments
|
—
|
|
21.5
|
|
4.1
|
|
25.6
|
|
||||
Total fair value of plan assets
|
$
|
2.9
|
|
$
|
622.4
|
|
$
|
4.1
|
|
$
|
629.4
|
|
|
December 31, 2014
|
|||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
3.1
|
|
$
|
4.5
|
|
$
|
—
|
|
$
|
7.6
|
|
Fixed income:
|
|
|
|
|
||||||||
Corporate and non U.S. government
|
—
|
|
373.6
|
|
—
|
|
373.6
|
|
||||
U.S. treasuries
|
—
|
|
70.7
|
|
—
|
|
70.7
|
|
||||
Mortgage-backed securities
|
—
|
|
8.3
|
|
—
|
|
8.3
|
|
||||
Other
|
—
|
|
45.5
|
|
—
|
|
45.5
|
|
||||
Global equity securities:
|
|
|
|
|
||||||||
Mid cap equity
|
—
|
|
3.1
|
|
—
|
|
3.1
|
|
||||
Large cap equity
|
—
|
|
43.7
|
|
—
|
|
43.7
|
|
||||
International equity
|
—
|
|
77.0
|
|
—
|
|
77.0
|
|
||||
Other investments
|
—
|
|
17.4
|
|
6.7
|
|
24.1
|
|
||||
Total fair value of plan assets
|
$
|
3.1
|
|
$
|
643.8
|
|
$
|
6.7
|
|
$
|
653.6
|
|
•
|
Cash and cash equivalents:
Cash consists of cash held in bank accounts and was classified as Level 1. Cash equivalents consist of investments in commingled funds valued based on observable market data. Such investments were classified as Level 2.
|
•
|
Fixed income:
Investments in corporate bonds, government securities, mortgages and asset backed securities were valued based upon quoted market prices for similar securities and other observable market data. Investments in commingled funds were generally valued at the net asset value of units held at the end of the period based upon the value of the underlying investments as determined by quoted market prices or by a pricing service. Such investments were classified as Level 2.
|
•
|
Global equity securities:
Investments in commingled funds were valued at the net asset value of units held at the end of the period based upon the value of the underlying investments as determined by quoted market prices or by a pricing service. Such investments were classified as Level 2.
|
•
|
Other investments:
Other investments include investments in commingled funds with diversified investment strategies. Investments in commingled funds that were valued at the net asset value of units held at the end of the
|
In millions
|
January 1,
2015
|
Net realized
and unrealized
gains (losses)
|
Net issuances
and
settlements
|
Net transfers
into (out of)
level 3
|
December 31, 2015
|
||||||||||
Other investments
|
$
|
6.7
|
|
$
|
(0.3
|
)
|
$
|
(2.3
|
)
|
$
|
—
|
|
$
|
4.1
|
|
In millions
|
January 1,
2014
|
Net realized
and unrealized
gains (losses)
|
Net issuances
and
settlements
|
Net transfers
into (out of)
level 3
|
December 31, 2014
|
||||||||||
Other investments
|
$
|
19.0
|
|
$
|
0.7
|
|
$
|
(11.8
|
)
|
$
|
(1.2
|
)
|
$
|
6.7
|
|
In millions
|
U.S. pension
plans
|
Non-U.S.
pension plans
|
Other post-
retirement
plans
|
||||||
2016
|
$
|
12.6
|
|
$
|
14.4
|
|
$
|
3.3
|
|
2017
|
13.4
|
|
15.8
|
|
3.2
|
|
|||
2018
|
16.0
|
|
16.8
|
|
3.2
|
|
|||
2019
|
18.5
|
|
18.3
|
|
3.1
|
|
|||
2020
|
19.4
|
|
19.7
|
|
3.0
|
|
|||
Thereafter
|
112.0
|
|
103.2
|
|
13.4
|
|
14.
|
Shareholders’ Equity
|
15.
|
Share Plans
|
|
December 31
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Restricted stock units
|
$
|
21.6
|
|
$
|
22.6
|
|
$
|
20.2
|
|
Stock options
|
11.4
|
|
11.0
|
|
10.9
|
|
|||
Total share-based compensation expense
|
$
|
33.0
|
|
$
|
33.6
|
|
$
|
31.1
|
|
Shares and intrinsic value in millions
|
Number of shares
|
Weighted-
average
exercise
price
|
Weighted-
average
remaining
contractual life
(years)
|
Aggregate
intrinsic
value
|
|||||
Outstanding as of January 1, 2015
|
5.7
|
|
$
|
39.08
|
|
|
|
||
Granted
|
0.7
|
|
65.30
|
|
|
|
|||
Exercised
|
(0.7
|
)
|
35.27
|
|
|
|
|||
Forfeited
|
(0.1
|
)
|
64.52
|
|
|
|
|||
Outstanding as of December 31, 2015
|
5.6
|
|
$
|
42.55
|
|
4.8
|
$
|
61.7
|
|
Options exercisable as of December 31, 2015
|
4.4
|
|
$
|
35.93
|
|
3.9
|
$
|
61.7
|
|
Options expected to vest as of December 31, 2015
|
1.2
|
|
$
|
65.24
|
|
8.1
|
$
|
—
|
|
Shares in millions
|
Number of
shares
|
Weighted
average
grant date
fair value
|
|||
Outstanding as of January 1, 2015
|
1.1
|
|
$
|
50.55
|
|
Granted
|
0.3
|
|
63.45
|
|
|
Vested
|
(0.5
|
)
|
48.25
|
|
|
Forfeited
|
(0.1
|
)
|
54.89
|
|
|
Outstanding as of December 31, 2015
|
0.8
|
|
$
|
55.64
|
|
16.
|
Segment Information
|
•
|
Valves & Controls
— The Valves & Controls segment designs, manufactures, markets and services valves, fittings, automation and controls and actuators for the energy and industrial verticals.
|
•
|
Flow & Filtration Solutions -
The Flow & Filtration Solutions segment designs, manufactures, markets and services solutions for the toughest filtration, separation, flow and fluid management challenges in agriculture, food and beverage processing, water supply and disposal and a variety of industrial applications.
|
•
|
Water Quality Systems -
The Water Quality Systems segment designs, manufactures, markets and services innovative water system products and solutions to meet filtration and fluid management challenges in food and beverage, water, swimming pools and aquaculture applications.
|
•
|
Technical Solutions
— The Technical Solutions segment designs, manufactures, markets and services products that guard and protect some of the world’s most sensitive 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.
|
•
|
Other
— Other is primarily composed of unallocated corporate expenses, our captive insurance subsidiary and intermediate finance companies.
|
|
2015
|
2014
|
2013
|
|
2015
|
2014
|
2013
|
||||||||||||
In millions
|
Net sales
|
|
Segment income (loss)
|
||||||||||||||||
Valves & Controls
|
$
|
1,840.1
|
|
$
|
2,377.3
|
|
$
|
2,451.7
|
|
|
$
|
223.0
|
|
$
|
398.5
|
|
$
|
349.3
|
|
Flow & Filtration Solutions
|
1,441.6
|
|
1,603.1
|
|
1,651.8
|
|
|
185.1
|
|
199.5
|
|
202.4
|
|
||||||
Water Quality Systems
|
1,381.5
|
|
1,356.4
|
|
1,269.3
|
|
|
281.8
|
|
253.3
|
|
227.9
|
|
||||||
Technical Solutions
|
1,809.3
|
|
1,728.1
|
|
1,663.4
|
|
|
395.0
|
|
378.1
|
|
342.0
|
|
||||||
Other
|
(23.5
|
)
|
(25.9
|
)
|
(36.5
|
)
|
|
(83.7
|
)
|
(93.7
|
)
|
(108.4
|
)
|
||||||
Consolidated
|
$
|
6,449.0
|
|
$
|
7,039.0
|
|
$
|
6,999.7
|
|
|
$
|
1,001.2
|
|
$
|
1,135.7
|
|
$
|
1,013.2
|
|
|
2015
|
2014
|
2013
|
|
2015
|
2014
|
2013
|
||||||||||||
In millions
|
Identifiable assets
(1)
|
|
Depreciation
|
||||||||||||||||
Valves & Controls
|
$
|
3,243.3
|
|
$
|
4,045.2
|
|
$
|
4,198.2
|
|
|
$
|
58.3
|
|
$
|
59.0
|
|
$
|
64.0
|
|
Flow & Filtration Solutions
|
1,822.8
|
|
2,040.0
|
|
2,311.7
|
|
|
23.6
|
|
23.7
|
|
23.4
|
|
||||||
Water Quality Systems
|
1,801.7
|
|
1,828.3
|
|
1,851.1
|
|
|
21.7
|
|
21.9
|
|
20.3
|
|
||||||
Technical Solutions
|
4,488.4
|
|
2,117.3
|
|
2,093.4
|
|
|
27.6
|
|
24.2
|
|
23.6
|
|
||||||
Other
|
500.8
|
|
624.4
|
|
1,288.9
|
|
|
8.3
|
|
9.9
|
|
10.0
|
|
||||||
Consolidated
|
$
|
11,857.0
|
|
$
|
10,655.2
|
|
$
|
11,743.3
|
|
|
$
|
139.5
|
|
$
|
138.7
|
|
$
|
141.3
|
|
|
2015
|
2014
|
2013
|
||||||
In millions
|
Capital expenditures
|
||||||||
Valves & Controls
|
$
|
43.0
|
|
$
|
45.9
|
|
$
|
67.2
|
|
Flow & Filtration Solutions
|
20.4
|
|
24.9
|
|
32.2
|
|
|||
Water Quality Systems
|
21.1
|
|
20.6
|
|
31.5
|
|
|||
Technical Solutions
|
47.4
|
|
24.0
|
|
16.2
|
|
|||
Other
|
2.4
|
|
14.2
|
|
22.9
|
|
|||
Consolidated
|
$
|
134.3
|
|
$
|
129.6
|
|
$
|
170.0
|
|
(1)
|
All cash and cash equivalents and assets held for sale are included in "Other."
|
In millions
|
2015
|
2014
|
2013
|
||||||
Segment income
|
$
|
1,001.2
|
|
$
|
1,135.7
|
|
$
|
1,013.2
|
|
Deal related costs and expenses
|
(14.3
|
)
|
—
|
|
—
|
|
|||
Inventory step-up and customer backlog
|
(35.7
|
)
|
—
|
|
(86.6
|
)
|
|||
Restructuring and other
|
(120.9
|
)
|
(109.6
|
)
|
(119.9
|
)
|
|||
Intangible amortization, excluding customer backlog
|
(121.4
|
)
|
(114.0
|
)
|
(110.9
|
)
|
|||
Pension and other post-retirement mark-to-market gain (loss)
|
23.0
|
|
(49.9
|
)
|
63.2
|
|
|||
Goodwill and trade name impairment
|
(554.7
|
)
|
—
|
|
(11.0
|
)
|
|||
Redomicile related expenses
|
—
|
|
(10.3
|
)
|
(5.4
|
)
|
|||
Operating income
|
$
|
177.2
|
|
$
|
851.9
|
|
$
|
742.6
|
|
17.
|
Commitments and Contingencies
|
|
Years ended December 31
|
||||||||
In millions
|
2015
|
2014
|
2013
|
||||||
Gross rental expense
|
$
|
54.8
|
|
$
|
68.7
|
|
$
|
76.0
|
|
Sublease rental income
|
(0.9
|
)
|
(1.3
|
)
|
(0.9
|
)
|
|||
Net rental expense
|
$
|
53.9
|
|
$
|
67.4
|
|
$
|
75.1
|
|
In millions
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
Total
|
||||||||||||||
Minimum lease payments
|
$
|
45.1
|
|
$
|
33.4
|
|
$
|
25.3
|
|
$
|
20.2
|
|
$
|
15.1
|
|
$
|
23.3
|
|
$
|
162.4
|
|
Minimum sublease rentals
|
(0.8
|
)
|
(0.8
|
)
|
(0.5
|
)
|
(0.4
|
)
|
(0.2
|
)
|
—
|
|
(2.7
|
)
|
|||||||
Net future minimum lease commitments
|
$
|
44.3
|
|
$
|
32.6
|
|
$
|
24.8
|
|
$
|
19.8
|
|
$
|
14.9
|
|
$
|
23.3
|
|
$
|
159.7
|
|
|
Years ended December 31
|
|||||
In millions
|
2015
|
2014
|
||||
Beginning balance
|
$
|
66.4
|
|
$
|
56.0
|
|
Service and product warranty provision
|
61.7
|
|
75.3
|
|
||
Payments
|
(66.3
|
)
|
(62.1
|
)
|
||
Foreign currency translation
|
(2.0
|
)
|
(2.8
|
)
|
||
Ending balance
|
$
|
59.8
|
|
$
|
66.4
|
|
18.
|
Selected Quarterly Data (Unaudited)
|
|
2015
|
||||||||||||||
In millions, except per-share data
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Full
Year
|
||||||||||
Net sales
|
$
|
1,475.0
|
|
$
|
1,661.2
|
|
$
|
1,552.1
|
|
$
|
1,760.7
|
|
$
|
6,449.0
|
|
Gross profit
|
510.2
|
|
566.2
|
|
540.1
|
|
569.3
|
|
2,185.8
|
|
|||||
Operating income (loss)
|
171.2
|
|
217.9
|
|
180.0
|
|
(391.9
|
)
|
177.2
|
|
|||||
Net income (loss) from continuing operations
|
118.2
|
|
153.9
|
|
115.2
|
|
(452.3
|
)
|
(65.0
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
(4.3
|
)
|
(1.3
|
)
|
—
|
|
0.9
|
|
(4.7
|
)
|
|||||
Loss from sale / impairment of discontinued operations, net of tax
|
—
|
|
(4.8
|
)
|
—
|
|
(1.9
|
)
|
(6.7
|
)
|
|||||
Net income (loss)
|
113.9
|
|
147.8
|
|
115.2
|
|
(453.3
|
)
|
(76.4
|
)
|
|||||
Earnings (loss) per ordinary share
(1)
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.66
|
|
$
|
0.85
|
|
$
|
0.64
|
|
$
|
(2.51
|
)
|
$
|
(0.36
|
)
|
Discontinued operations
|
(0.03
|
)
|
(0.03
|
)
|
—
|
|
(0.01
|
)
|
(0.06
|
)
|
|||||
Basic earnings (loss) per ordinary share
|
$
|
0.63
|
|
$
|
0.82
|
|
$
|
0.64
|
|
$
|
(2.52
|
)
|
$
|
(0.42
|
)
|
Diluted
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.65
|
|
$
|
0.84
|
|
$
|
0.63
|
|
$
|
(2.51
|
)
|
$
|
(0.36
|
)
|
Discontinued operations
|
(0.03
|
)
|
(0.03
|
)
|
—
|
|
(0.01
|
)
|
(0.06
|
)
|
|||||
Diluted earnings (loss) per ordinary share
|
$
|
0.62
|
|
$
|
0.81
|
|
$
|
0.63
|
|
$
|
(2.52
|
)
|
$
|
(0.42
|
)
|
|
2014
|
||||||||||||||
In millions, except per-share data
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Full
Year
|
||||||||||
Net sales
|
$
|
1,644.0
|
|
$
|
1,834.1
|
|
$
|
1,758.4
|
|
$
|
1,802.5
|
|
$
|
7,039.0
|
|
Gross profit
|
564.1
|
|
646.3
|
|
624.7
|
|
627.9
|
|
2,463.0
|
|
|||||
Operating income
|
182.1
|
|
226.4
|
|
267.4
|
|
176.0
|
|
851.9
|
|
|||||
Net income from continuing operations
|
125.5
|
|
159.2
|
|
192.5
|
|
129.8
|
|
607.0
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
(1.3
|
)
|
2.3
|
|
1.6
|
|
(9.0
|
)
|
(6.4
|
)
|
|||||
Loss from sale / impairment of discontinued operations, net of tax
|
(5.6
|
)
|
—
|
|
(380.1
|
)
|
—
|
|
(385.7
|
)
|
|||||
Net income (loss)
|
118.6
|
|
161.5
|
|
(186.0
|
)
|
120.8
|
|
214.9
|
|
|||||
Earnings (loss) per ordinary share
(1)
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.64
|
|
$
|
0.82
|
|
$
|
1.01
|
|
$
|
0.71
|
|
$
|
3.19
|
|
Discontinued operations
|
(0.04
|
)
|
0.02
|
|
(1.99
|
)
|
(0.05
|
)
|
(2.06
|
)
|
|||||
Basic earnings (loss) per ordinary share
|
$
|
0.60
|
|
$
|
0.84
|
|
$
|
(0.98
|
)
|
$
|
0.66
|
|
$
|
1.13
|
|
Diluted
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.63
|
|
$
|
0.81
|
|
$
|
1.00
|
|
$
|
0.70
|
|
$
|
3.14
|
|
Discontinued operations
|
(0.04
|
)
|
0.01
|
|
(1.95
|
)
|
(0.05
|
)
|
(2.03
|
)
|
|||||
Diluted earnings (loss) per ordinary share
|
$
|
0.59
|
|
$
|
0.82
|
|
$
|
(0.95
|
)
|
$
|
0.65
|
|
$
|
1.11
|
|
(1)
|
Amounts may not total to annual earnings because each quarter and year are calculated separately based on basic and diluted weighted-average ordinary shares outstanding during that period.
|
19.
|
Supplemental Guarantor Information
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6,449.0
|
|
$
|
—
|
|
$
|
6,449.0
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
4,263.2
|
|
—
|
|
4,263.2
|
|
||||||
Gross profit
|
—
|
|
—
|
|
—
|
|
2,185.8
|
|
—
|
|
2,185.8
|
|
||||||
Selling, general and administrative
|
33.7
|
|
2.2
|
|
5.3
|
|
1,293.1
|
|
|
|
1,334.3
|
|
||||||
Research and development
|
—
|
|
—
|
|
—
|
|
119.6
|
|
—
|
|
119.6
|
|
||||||
Impairment of goodwill and trade names
|
—
|
|
—
|
|
—
|
|
554.7
|
|
—
|
|
554.7
|
|
||||||
Operating (loss) income
|
(33.7
|
)
|
(2.2
|
)
|
(5.3
|
)
|
218.4
|
|
—
|
|
177.2
|
|
||||||
Loss (earnings) from continuing operations of investment in subsidiaries
|
26.0
|
|
22.4
|
|
(13.0
|
)
|
—
|
|
(35.4
|
)
|
—
|
|
||||||
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
Loss on sale of businesses, net
|
—
|
|
—
|
|
—
|
|
3.2
|
|
—
|
|
3.2
|
|
||||||
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(2.8
|
)
|
—
|
|
(2.8
|
)
|
||||||
Interest income
|
—
|
|
—
|
|
(80.6
|
)
|
(35.1
|
)
|
109.7
|
|
(6.0
|
)
|
||||||
Interest expense
|
—
|
|
1.4
|
|
126.3
|
|
90.7
|
|
(109.7
|
)
|
108.7
|
|
||||||
Income (loss) from continuing operations before income taxes
|
(59.7
|
)
|
(26.0
|
)
|
(38.0
|
)
|
162.4
|
|
35.4
|
|
74.1
|
|
||||||
Provision for income taxes
|
5.3
|
|
—
|
|
—
|
|
133.8
|
|
—
|
|
139.1
|
|
||||||
Net income (loss) from continuing operations
|
(65.0
|
)
|
(26.0
|
)
|
(38.0
|
)
|
28.6
|
|
35.4
|
|
(65.0
|
)
|
||||||
Loss from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(4.7
|
)
|
—
|
|
(4.7
|
)
|
||||||
Loss from sale / impairment of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(6.7
|
)
|
—
|
|
(6.7
|
)
|
||||||
Earnings (loss) from discontinued operations of investment in subsidiaries
|
(11.4
|
)
|
(11.4
|
)
|
(11.4
|
)
|
—
|
|
34.2
|
|
—
|
|
||||||
Net income (loss)
|
$
|
(76.4
|
)
|
$
|
(37.4
|
)
|
$
|
(49.4
|
)
|
$
|
17.2
|
|
$
|
69.6
|
|
$
|
(76.4
|
)
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
(76.4
|
)
|
$
|
(37.4
|
)
|
$
|
(49.4
|
)
|
$
|
17.2
|
|
$
|
69.6
|
|
$
|
(76.4
|
)
|
Changes in cumulative translation adjustment
|
(264.9
|
)
|
(264.9
|
)
|
(264.9
|
)
|
(264.9
|
)
|
794.7
|
|
(264.9
|
)
|
||||||
Changes in market value of derivative financial instruments
|
0.2
|
|
0.2
|
|
0.2
|
|
0.2
|
|
(0.6
|
)
|
0.2
|
|
||||||
Comprehensive income (loss)
|
$
|
(341.1
|
)
|
$
|
(302.1
|
)
|
$
|
(314.1
|
)
|
$
|
(247.5
|
)
|
$
|
863.7
|
|
$
|
(341.1
|
)
|
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
|
|
—
|
|
—
|
|
1,167.6
|
|
—
|
|
1,167.7
|
|
||||||
Inventories
|
—
|
|
—
|
|
—
|
|
1,174.3
|
|
—
|
|
1,174.3
|
|
||||||
Other current assets
|
25.2
|
|
12.8
|
|
2.1
|
|
310.1
|
|
(37.9
|
)
|
312.3
|
|
||||||
Total current assets
|
25.3
|
|
12.8
|
|
2.2
|
|
2,778.2
|
|
(37.9
|
)
|
2,780.6
|
|
||||||
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
942.8
|
|
—
|
|
942.8
|
|
||||||
Other assets
|
|
|
|
|
|
|
||||||||||||
Investments in subsidiaries
|
4,495.6
|
|
4,486.1
|
|
10,151.1
|
|
—
|
|
(19,132.8
|
)
|
—
|
|
||||||
Goodwill
|
—
|
|
—
|
|
—
|
|
5,255.4
|
|
—
|
|
5,255.4
|
|
||||||
Intangibles, net
|
—
|
|
—
|
|
—
|
|
2,490.1
|
|
—
|
|
2,490.1
|
|
||||||
Other non-current assets
|
12.6
|
|
—
|
|
208.5
|
|
354.2
|
|
(187.2
|
)
|
388.1
|
|
||||||
Total other assets
|
4,508.2
|
|
4,486.1
|
|
10,359.6
|
|
8,099.7
|
|
(19,320.0
|
)
|
8,133.6
|
|
||||||
Total assets
|
$
|
4,533.5
|
|
$
|
4,498.9
|
|
$
|
10,361.8
|
|
$
|
11,820.7
|
|
$
|
(19,357.9
|
)
|
$
|
11,857.0
|
|
Liabilities and Equity
|
||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term debt and short-term borrowings
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.7
|
|
$
|
—
|
|
$
|
0.7
|
|
Accounts payable
|
0.6
|
|
—
|
|
0.3
|
|
577.9
|
|
|
|
578.8
|
|
||||||
Employee compensation and benefits
|
0.4
|
|
0.1
|
|
—
|
|
262.4
|
|
—
|
|
262.9
|
|
||||||
Other current liabilities
|
61.7
|
|
1.5
|
|
27.1
|
|
591.7
|
|
(37.9
|
)
|
644.1
|
|
||||||
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
|
|
4,556.0
|
|
(114.5
|
)
|
(187.2
|
)
|
4,709.3
|
|
||||||
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
287.2
|
|
—
|
|
287.2
|
|
||||||
Deferred tax liabilities
|
—
|
|
—
|
|
3.1
|
|
841.1
|
|
—
|
|
844.2
|
|
||||||
Other non-current liabilities
|
8.7
|
|
—
|
|
—
|
|
512.3
|
|
—
|
|
521.0
|
|
||||||
Total liabilities
|
524.7
|
|
3.3
|
|
4,586.5
|
|
2,958.8
|
|
(225.1
|
)
|
7,848.2
|
|
||||||
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
|
|
$
|
10,361.8
|
|
$
|
11,820.7
|
|
$
|
(19,357.9
|
)
|
$
|
11,857.0
|
|
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
|
$
|
(43.0
|
)
|
$
|
(48.7
|
)
|
$
|
(5.8
|
)
|
$
|
767.1
|
|
$
|
69.7
|
|
$
|
739.3
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(134.3
|
)
|
—
|
|
(134.3
|
)
|
||||||
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
27.3
|
|
—
|
|
27.3
|
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(1,913.9
|
)
|
—
|
|
(1,913.9
|
)
|
||||||
Net intercompany loan activity
|
—
|
|
—
|
|
891.0
|
|
(295.0
|
)
|
(596.0
|
)
|
—
|
|
||||||
Other
|
—
|
|
—
|
|
—
|
|
(3.6
|
)
|
—
|
|
(3.6
|
)
|
||||||
Net cash provided by (used for) investing activities of continuing operations
|
—
|
|
—
|
|
891.0
|
|
(2,319.5
|
)
|
(596.0
|
)
|
(2,024.5
|
)
|
||||||
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
—
|
|
—
|
|
59.0
|
|
—
|
|
59.0
|
|
||||||
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
891.0
|
|
(2,260.5
|
)
|
(596.0
|
)
|
(1,965.5
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||||||||
Net receipts of short-term borrowings
|
—
|
|
—
|
|
—
|
|
(2.3
|
)
|
—
|
|
(2.3
|
)
|
||||||
Net receipts of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
346.9
|
|
16.6
|
|
—
|
|
363.5
|
|
||||||
Proceeds from long-term debt
|
—
|
|
—
|
|
1,714.8
|
|
—
|
|
—
|
|
1,714.8
|
|
||||||
Repayment of long-term debt
|
—
|
|
—
|
|
(350.0
|
)
|
(6.6
|
)
|
—
|
|
(356.6
|
)
|
||||||
Debt issuance costs
|
—
|
|
—
|
|
(26.8
|
)
|
—
|
|
—
|
|
(26.8
|
)
|
||||||
Net change in advances to subsidiaries
|
471.7
|
|
48.7
|
|
(2,553.7
|
)
|
1,507.0
|
|
526.3
|
|
—
|
|
||||||
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
—
|
|
6.0
|
|
—
|
|
6.0
|
|
||||||
Shares issued to employees, net of shares withheld
|
3.0
|
|
—
|
|
—
|
|
16.4
|
|
—
|
|
19.4
|
|
||||||
Repurchases of ordinary shares
|
(200.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(200.0
|
)
|
||||||
Dividends paid
|
(231.7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(231.7
|
)
|
||||||
Net cash provided by (used for) financing activities
|
43.0
|
|
48.7
|
|
(868.8
|
)
|
1,537.1
|
|
526.3
|
|
1,286.3
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
(16.4
|
)
|
(27.8
|
)
|
—
|
|
(44.2
|
)
|
||||||
Change in cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
15.9
|
|
—
|
|
15.9
|
|
||||||
Cash and cash equivalents, beginning of year
|
—
|
|
—
|
|
0.1
|
|
110.3
|
|
—
|
|
110.4
|
|
||||||
Cash and cash equivalents, end of year
|
$
|
—
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
126.2
|
|
$
|
—
|
|
$
|
126.3
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
7,039.0
|
|
$
|
—
|
|
$
|
7,039.0
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
4,576.0
|
|
—
|
|
4,576.0
|
|
||||||
Gross profit
|
—
|
|
—
|
|
—
|
|
2,463.0
|
|
—
|
|
2,463.0
|
|
||||||
Selling, general and administrative
|
25.3
|
|
2.6
|
|
7.7
|
|
1,458.2
|
|
—
|
|
1,493.8
|
|
||||||
Research and development
|
—
|
|
—
|
|
—
|
|
117.3
|
|
—
|
|
117.3
|
|
||||||
Operating (loss) income
|
(25.3
|
)
|
(2.6
|
)
|
(7.7
|
)
|
887.5
|
|
—
|
|
851.9
|
|
||||||
Loss (earnings) from continuing operations of investment in subsidiaries
|
(615.5
|
)
|
(619.7
|
)
|
(611.1
|
)
|
—
|
|
1,846.3
|
|
—
|
|
||||||
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
Loss on sale of businesses, net
|
—
|
|
—
|
|
—
|
|
0.2
|
|
—
|
|
0.2
|
|
||||||
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(1.2
|
)
|
—
|
|
(1.2
|
)
|
||||||
Interest income
|
—
|
|
—
|
|
(92.3
|
)
|
(40.2
|
)
|
128.8
|
|
(3.7
|
)
|
||||||
Interest expense
|
0.7
|
|
2.1
|
|
95.6
|
|
102.7
|
|
(128.8
|
)
|
72.3
|
|
||||||
Income (loss) from continuing operations before income taxes
|
589.5
|
|
615.0
|
|
600.1
|
|
826.0
|
|
(1,846.3
|
)
|
784.3
|
|
||||||
Provision for income taxes
|
(17.5
|
)
|
(0.5
|
)
|
(2.4
|
)
|
197.7
|
|
—
|
|
177.3
|
|
||||||
Net income (loss) from continuing operations
|
607.0
|
|
615.5
|
|
602.5
|
|
628.3
|
|
(1,846.3
|
)
|
607.0
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(6.4
|
)
|
—
|
|
(6.4
|
)
|
||||||
Loss from sale of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(385.7
|
)
|
—
|
|
(385.7
|
)
|
||||||
Earnings (loss) from discontinued operations of investment in subsidiaries
|
(392.1
|
)
|
(392.1
|
)
|
(392.1
|
)
|
—
|
|
1,176.3
|
|
—
|
|
||||||
Net income (loss)
|
$
|
214.9
|
|
$
|
223.4
|
|
$
|
210.4
|
|
$
|
236.2
|
|
$
|
(670.0
|
)
|
$
|
214.9
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
214.9
|
|
$
|
223.4
|
|
$
|
210.4
|
|
$
|
236.2
|
|
$
|
(670.0
|
)
|
$
|
214.9
|
|
Changes in cumulative translation adjustment
|
(336.3
|
)
|
(336.3
|
)
|
(336.3
|
)
|
(336.3
|
)
|
1,008.9
|
|
(336.3
|
)
|
||||||
Changes in market value of derivative financial instruments
|
(0.4
|
)
|
(0.4
|
)
|
(0.4
|
)
|
(0.4
|
)
|
1.2
|
|
(0.4
|
)
|
||||||
Comprehensive income (loss)
|
$
|
(121.8
|
)
|
$
|
(113.3
|
)
|
$
|
(126.3
|
)
|
$
|
(100.5
|
)
|
$
|
340.1
|
|
$
|
(121.8
|
)
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Assets
|
||||||||||||||||||
Current assets
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
110.3
|
|
$
|
—
|
|
$
|
110.4
|
|
Accounts and notes receivable, net
|
—
|
|
—
|
|
—
|
|
1,206.8
|
|
(0.9
|
)
|
1,205.9
|
|
||||||
Inventories
|
—
|
|
—
|
|
—
|
|
1,130.4
|
|
—
|
|
1,130.4
|
|
||||||
Other current assets
|
—
|
|
17.6
|
|
2.0
|
|
367.6
|
|
(20.4
|
)
|
366.8
|
|
||||||
Current assets held for sale
|
—
|
|
—
|
|
—
|
|
80.6
|
|
—
|
|
80.6
|
|
||||||
Total current assets
|
—
|
|
17.6
|
|
2.1
|
|
2,895.7
|
|
(21.3
|
)
|
2,894.1
|
|
||||||
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
950.0
|
|
—
|
|
950.0
|
|
||||||
Other assets
|
|
|
|
|
|
|
||||||||||||
Investments in subsidiaries
|
4,733.0
|
|
4,893.8
|
|
7,612.2
|
|
—
|
|
(17,239.0
|
)
|
—
|
|
||||||
Goodwill
|
—
|
|
—
|
|
—
|
|
4,741.9
|
|
—
|
|
4,741.9
|
|
||||||
Intangibles, net
|
—
|
|
—
|
|
—
|
|
1,608.1
|
|
—
|
|
1,608.1
|
|
||||||
Other non-current assets
|
80.2
|
|
—
|
|
1,381.8
|
|
345.0
|
|
(1,370.8
|
)
|
436.2
|
|
||||||
Non-current assets held for sale
|
—
|
|
—
|
|
—
|
|
24.9
|
|
—
|
|
24.9
|
|
||||||
Total other assets
|
4,813.2
|
|
4,893.8
|
|
8,994.0
|
|
6,719.9
|
|
(18,609.8
|
)
|
6,811.1
|
|
||||||
Total assets
|
$
|
4,813.2
|
|
$
|
4,911.4
|
|
$
|
8,996.1
|
|
$
|
10,565.6
|
|
$
|
(18,631.1
|
)
|
$
|
10,655.2
|
|
Liabilities and Equity
|
||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term debt and short-term borrowings
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6.7
|
|
$
|
—
|
|
$
|
6.7
|
|
Accounts payable
|
0.9
|
|
—
|
|
—
|
|
583.1
|
|
(0.9
|
)
|
583.1
|
|
||||||
Employee compensation and benefits
|
0.2
|
|
0.6
|
|
—
|
|
304.7
|
|
—
|
|
305.5
|
|
||||||
Other current liabilities
|
120.6
|
|
2.2
|
|
10.9
|
|
595.8
|
|
(20.4
|
)
|
709.1
|
|
||||||
Current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
35.1
|
|
—
|
|
35.1
|
|
||||||
Total current liabilities
|
121.7
|
|
2.8
|
|
10.9
|
|
1,525.4
|
|
(21.3
|
)
|
1,639.5
|
|
||||||
Other liabilities
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
11.4
|
|
175.6
|
|
2,860.6
|
|
1,320.6
|
|
(1,370.8
|
)
|
2,997.4
|
|
||||||
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
322.0
|
|
—
|
|
322.0
|
|
||||||
Deferred tax liabilities
|
—
|
|
—
|
|
2.9
|
|
525.4
|
|
—
|
|
528.3
|
|
||||||
Other non-current liabilities
|
16.3
|
|
—
|
|
—
|
|
481.4
|
|
—
|
|
497.7
|
|
||||||
Non-current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
6.5
|
|
—
|
|
6.5
|
|
||||||
Total liabilities
|
149.4
|
|
178.4
|
|
2,874.4
|
|
4,181.3
|
|
(1,392.1
|
)
|
5,991.4
|
|
||||||
Equity
|
4,663.8
|
|
4,733.0
|
|
6,121.7
|
|
6,384.3
|
|
(17,239.0
|
)
|
4,663.8
|
|
||||||
Total liabilities and equity
|
$
|
4,813.2
|
|
$
|
4,911.4
|
|
$
|
8,996.1
|
|
$
|
10,565.6
|
|
$
|
(18,631.1
|
)
|
$
|
10,655.2
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used for) operating activities
|
$
|
169.0
|
|
$
|
208.6
|
|
$
|
207.0
|
|
$
|
1,093.8
|
|
$
|
(670.0
|
)
|
$
|
1,008.4
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(129.6
|
)
|
—
|
|
(129.6
|
)
|
||||||
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
13.1
|
|
—
|
|
13.1
|
|
||||||
Proceeds from sale of businesses, net
|
—
|
|
—
|
|
—
|
|
0.3
|
|
—
|
|
0.3
|
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(12.3
|
)
|
—
|
|
(12.3
|
)
|
||||||
Net intercompany loan activity
|
—
|
|
—
|
|
37.8
|
|
112.2
|
|
(150.0
|
)
|
—
|
|
||||||
Other
|
—
|
|
—
|
|
—
|
|
0.2
|
|
—
|
|
0.2
|
|
||||||
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
37.8
|
|
(16.1
|
)
|
(150.0
|
)
|
(128.3
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||||||||
Net repayments on short-term borrowings
|
—
|
|
—
|
|
—
|
|
0.5
|
|
—
|
|
0.5
|
|
||||||
Net receipts of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
458.7
|
|
9.9
|
|
—
|
|
468.6
|
|
||||||
Proceeds from long-term debt
|
—
|
|
—
|
|
—
|
|
2.2
|
|
—
|
|
2.2
|
|
||||||
Repayment of long-term debt
|
—
|
|
—
|
|
—
|
|
(16.8
|
)
|
—
|
|
(16.8
|
)
|
||||||
Debt issuance costs
|
—
|
|
—
|
|
(3.1
|
)
|
—
|
|
—
|
|
(3.1
|
)
|
||||||
Net change in advances to subsidiaries
|
741.1
|
|
(208.6
|
)
|
(747.3
|
)
|
(605.2
|
)
|
820.0
|
|
—
|
|
||||||
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
—
|
|
12.6
|
|
—
|
|
12.6
|
|
||||||
Shares issued to employees, net of shares withheld
|
—
|
|
—
|
|
—
|
|
37.0
|
|
—
|
|
37.0
|
|
||||||
Repurchases of ordinary shares
|
(699.2
|
)
|
—
|
|
—
|
|
(450.8
|
)
|
—
|
|
(1,150.0
|
)
|
||||||
Dividends paid
|
(211.4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(211.4
|
)
|
||||||
Distributions to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
(134.7
|
)
|
—
|
|
(134.7
|
)
|
||||||
Net cash provided by (used for) financing activities
|
(169.5
|
)
|
(208.6
|
)
|
(291.7
|
)
|
(1,145.3
|
)
|
820.0
|
|
(995.1
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
(30.6
|
)
|
—
|
|
(30.6
|
)
|
||||||
Change in cash and cash equivalents
|
(0.5
|
)
|
—
|
|
(46.9
|
)
|
(98.2
|
)
|
—
|
|
(145.6
|
)
|
||||||
Cash and cash equivalents, beginning of year
|
0.5
|
|
—
|
|
47.0
|
|
208.5
|
|
—
|
|
256.0
|
|
||||||
Cash and cash equivalents, end of year
|
$
|
—
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
110.3
|
|
$
|
—
|
|
$
|
110.4
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
6,999.7
|
|
$
|
—
|
|
$
|
6,999.7
|
|
Cost of goods sold
|
—
|
|
—
|
|
4,629.6
|
|
—
|
|
4,629.6
|
|
|||||
Gross profit
|
—
|
|
—
|
|
2,370.1
|
|
—
|
|
2,370.1
|
|
|||||
Selling, general and administrative
|
21.0
|
|
13.3
|
|
1,459.4
|
|
—
|
|
1,493.7
|
|
|||||
Research and development
|
—
|
|
—
|
|
122.8
|
|
—
|
|
122.8
|
|
|||||
Impairment of trade names
|
—
|
|
—
|
|
11.0
|
|
—
|
|
11.0
|
|
|||||
Operating (loss) income
|
(21.0
|
)
|
(13.3
|
)
|
776.9
|
|
—
|
|
742.6
|
|
|||||
Loss (earnings) from continuing operations of investment in subsidiaries
|
(539.0
|
)
|
(508.6
|
)
|
—
|
|
1,047.6
|
|
—
|
|
|||||
Other (income) expense:
|
|
|
|
|
|
||||||||||
Gain on sale of businesses, net
|
|
|
(20.8
|
)
|
—
|
|
(20.8
|
)
|
|||||||
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
(2.0
|
)
|
—
|
|
(2.0
|
)
|
|||||
Interest income
|
—
|
|
(99.2
|
)
|
(53.4
|
)
|
148.2
|
|
(4.4
|
)
|
|||||
Interest expense
|
5.6
|
|
106.0
|
|
111.9
|
|
(148.2
|
)
|
75.3
|
|
|||||
Income (loss) from continuing operations before income taxes and noncontrolling interest
|
512.4
|
|
488.5
|
|
741.2
|
|
(1,047.6
|
)
|
694.5
|
|
|||||
Provision (benefit) for income taxes
|
0.7
|
|
1.4
|
|
174.9
|
|
—
|
|
177.0
|
|
|||||
Net income (loss) from continuing operations before noncontrolling interest
|
511.7
|
|
487.1
|
|
566.3
|
|
(1,047.6
|
)
|
517.5
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
25.9
|
|
—
|
|
25.9
|
|
|||||
Loss from sale of discontinued operations, net of tax
|
—
|
|
—
|
|
(0.8
|
)
|
—
|
|
(0.8
|
)
|
|||||
Earnings (loss) from discontinued operations of investment in subsidiaries
|
25.1
|
|
25.1
|
|
—
|
|
(50.2
|
)
|
—
|
|
|||||
Net income (loss) before noncontrolling interest
|
536.8
|
|
512.2
|
|
591.4
|
|
(1,097.8
|
)
|
542.6
|
|
|||||
Noncontrolling interest
|
—
|
|
—
|
|
5.8
|
|
—
|
|
5.8
|
|
|||||
Net income (loss) attributable to Pentair plc
|
$
|
536.8
|
|
$
|
512.2
|
|
$
|
585.6
|
|
$
|
(1,097.8
|
)
|
$
|
536.8
|
|
Net income (loss) from continuing operations attributable to Pentair plc
|
$
|
511.7
|
|
$
|
487.1
|
|
$
|
560.5
|
|
$
|
(1,047.6
|
)
|
$
|
511.7
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||||||
Net income (loss) before noncontrolling interest
|
$
|
536.8
|
|
$
|
512.2
|
|
$
|
591.4
|
|
$
|
(1,097.8
|
)
|
$
|
542.6
|
|
Changes in cumulative translation adjustment
|
(31.3
|
)
|
(31.3
|
)
|
(29.1
|
)
|
62.6
|
|
(29.1
|
)
|
|||||
Amortization of pension and other post-retirement prior service cost
|
(0.4
|
)
|
(0.4
|
)
|
(0.4
|
)
|
0.8
|
|
(0.4
|
)
|
|||||
Changes in market value of derivative financial instruments
|
(0.3
|
)
|
(0.3
|
)
|
(0.3
|
)
|
0.6
|
|
(0.3
|
)
|
|||||
Total comprehensive income (loss)
|
504.8
|
|
480.2
|
|
561.6
|
|
(1,033.8
|
)
|
512.8
|
|
|||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
—
|
|
—
|
|
8.0
|
|
—
|
|
8.0
|
|
|||||
Comprehensive income (loss) attributable to Pentair plc
|
$
|
504.8
|
|
$
|
480.2
|
|
$
|
553.6
|
|
$
|
(1,033.8
|
)
|
$
|
504.8
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||
Operating activities
|
|
|
|
|
|
||||||||||
Net cash provided by (used for) operating activities
|
$
|
534.2
|
|
$
|
514.0
|
|
$
|
977.5
|
|
$
|
(1,097.8
|
)
|
$
|
927.9
|
|
Investing activities
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
—
|
|
(170.0
|
)
|
—
|
|
(170.0
|
)
|
|||||
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
6.0
|
|
—
|
|
6.0
|
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
(92.4
|
)
|
—
|
|
(92.4
|
)
|
|||||
Proceeds from sale of business, net
|
—
|
|
—
|
|
43.5
|
|
—
|
|
43.5
|
|
|||||
Other
|
—
|
|
—
|
|
1.7
|
|
—
|
|
1.7
|
|
|||||
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
(211.2
|
)
|
—
|
|
(211.2
|
)
|
|||||
Financing activities
|
|
|
|
|
|
||||||||||
Net receipts (repayments) of commercial paper and revolving long-term debt
|
—
|
|
104.2
|
|
—
|
|
—
|
|
104.2
|
|
|||||
Proceeds from long-term debt
|
—
|
|
—
|
|
0.7
|
|
—
|
|
0.7
|
|
|||||
Repayment of long-term debt
|
—
|
|
—
|
|
(7.4
|
)
|
—
|
|
(7.4
|
)
|
|||||
Debt issuance costs
|
—
|
|
(1.4
|
)
|
—
|
|
—
|
|
(1.4
|
)
|
|||||
Debt extinguishment costs
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Net change in advances to subsidiaries
|
(339.5
|
)
|
(569.8
|
)
|
(188.5
|
)
|
1,097.8
|
|
—
|
|
|||||
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
16.8
|
|
—
|
|
16.8
|
|
|||||
Shares issued to employees, net of shares withheld
|
—
|
|
—
|
|
80.0
|
|
—
|
|
80.0
|
|
|||||
Repurchases of ordinary shares
|
—
|
|
—
|
|
(715.8
|
)
|
—
|
|
(715.8
|
)
|
|||||
Dividends paid
|
(194.2
|
)
|
—
|
|
—
|
|
—
|
|
(194.2
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
—
|
|
(2.0
|
)
|
—
|
|
(2.0
|
)
|
|||||
Net cash provided by (used for) financing activities
|
(533.7
|
)
|
(467.0
|
)
|
(816.2
|
)
|
1,097.8
|
|
(719.1
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
21.0
|
|
—
|
|
21.0
|
|
|||||
Change in cash and cash equivalents
|
0.5
|
|
47.0
|
|
(28.9
|
)
|
—
|
|
18.6
|
|
|||||
Cash and cash equivalents, beginning of year
|
—
|
|
—
|
|
237.4
|
|
—
|
|
237.4
|
|
|||||
Cash and cash equivalents, end of year
|
$
|
0.5
|
|
$
|
47.0
|
|
$
|
208.5
|
|
$
|
—
|
|
$
|
256.0
|
|
Plan category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
|
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
||||
2012 Stock and Incentive Plan
|
3,005,781
|
|
(1)
|
$
|
58.47
|
|
(2)
|
6,493,423
|
|
(3)
|
2008 Omnibus Stock Incentive Plan
|
2,341,053
|
|
(4)
|
32.78
|
|
(2)
|
—
|
|
(5)
|
|
2004 Omnibus Stock Incentive Plan
|
994,661
|
|
|
32.74
|
|
|
—
|
|
(5)
|
|
Outside Directors Non-qualified Stock Option Plan
|
140,000
|
|
|
33.63
|
|
|
—
|
|
(5)
|
|
Total
|
6,481,495
|
|
|
$
|
42.79
|
|
(2)
|
6,493,423
|
|
|
(1)
|
Consists of
2,186,653
shares subject to stock options and
819,128
shares subject to restricted stock units.
|
(2)
|
Represents the weighted average exercise price of outstanding stock options and does not take into account outstanding restricted stock units.
|
(3)
|
Represents securities remaining available for issuance under the 2012 Stock and Incentive Plan.
|
(4)
|
Consists of
2,297,754
shares subject to stock options and
43,299
shares subject to restricted stock units.
|
(5)
|
The 2008 Omnibus Stock Incentive Plan was terminated in connection with the Merger. The 2004 Omnibus Plan and the Directors Plan were terminated in 2008. Options previously granted under these plans and restricted stock units granted under the 2008 Omnibus Stock Incentive Plan remain outstanding, but no further options or shares may be granted or issued under either plan.
|
|
PENTAIR PLC
|
|
|
|
|
|
By
|
/s/ John L. Stauch
|
|
|
John L. Stauch
|
|
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
/s/ Randall J. Hogan
|
|
Chairman and Chief Executive Officer
|
Randall J. Hogan
|
|
|
|
|
|
/s/ John L. Stauch
|
|
Executive Vice President and Chief Financial Officer
|
John L. Stauch
|
|
|
|
|
|
/s/ Mark C. Borin
|
|
Chief Accounting Officer and Treasurer
|
Mark C. Borin
|
|
|
|
|
|
*
|
|
Director
|
Glynis A. Bryan
|
|
|
|
|
|
*
|
|
Director
|
Jerry W. Burris
|
|
|
|
|
|
*
|
|
Director
|
Carol Anthony (John) Davidson
|
|
|
|
|
|
*
|
|
Director
|
Jacques Esculier
|
|
|
|
|
|
*
|
|
Director
|
T. Michael Glenn
|
|
|
|
|
|
*
|
|
Director
|
David H. Y. Ho
|
|
|
|
|
|
*
|
|
Director
|
David A. Jones
|
|
|
|
|
|
*
|
|
Director
|
Ronald L. Merriman
|
|
|
|
|
|
*
|
|
Director
|
William T. Monahan
|
|
|
|
|
|
*
|
|
Director
|
Billie I. Williamson
|
|
|
*By
|
/s/ Angela D. Jilek
|
|
Angela D. Jilek
|
|
Attorney-in-fact
|
In millions
|
Beginning
balance
|
Additions charged (reductions credited) to costs and expenses
|
Deductions
(1)
|
Other
changes
(2)
|
Ending
balance
|
||||||||||
Allowances for doubtful accounts
|
|||||||||||||||
Year ended December 31, 2015
|
$
|
42.5
|
|
$
|
21.0
|
|
$
|
7.1
|
|
$
|
(4.6
|
)
|
$
|
51.8
|
|
Year ended December 31, 2014
|
$
|
58.7
|
|
$
|
(1.2
|
)
|
$
|
11.5
|
|
$
|
(3.5
|
)
|
$
|
42.5
|
|
Year ended December 31, 2013
|
$
|
14.0
|
|
$
|
49.7
|
|
$
|
2.4
|
|
$
|
(2.6
|
)
|
$
|
58.7
|
|
(1)
|
Uncollectible accounts written off, net of recoveries
|
(2)
|
Result of foreign currency effects
|
Exhibit
Number
|
|
Exhibit
|
2.1
|
|
Agreement and Plan of Merger, dated August 14, 2015, among Pentair plc, Pentair Lionel Acquisition Co., Pentair Lionel Merger Sub, Inc. and ERICO Global Company (Incorporated by reference to Exhibit 2.1 in the Current Report on Form 8-K of Pentair plc filed with the Commission on August 18, 2015 (File No. 001-11625)).
|
|
|
|
3.1
|
|
Memorandum and Articles of Association of Pentair plc (Incorporated by reference to Exhibit 3.1 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).
|
|
|
|
4.1
|
|
Indenture, dated as of September 24, 2012, among Pentair Finance S.A. (formerly Tyco Flow Control International Finance S.A.) (as Issuer), Pentair Ltd. (as Guarantor) and Wells Fargo Bank, National Association (as Trustee) (Incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K of Pentair Ltd. filed with the Commission on September 28, 2012 (File No. 001-11625)).
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated as of September 24, 2012, among Pentair Finance S.A. (formerly Tyco Flow Control International Finance S.A.) (as Issuer), Pentair Ltd. (as Guarantor), Pentair, Inc. and Wells Fargo Bank, National Association (as Trustee) (Incorporated by reference to Exhibit 4.2 in the Current Report on Form 8-K of Pentair Ltd. filed with the Commission on September 28, 2012 (File No. 001-11625)).
|
|
|
|
4.3
|
|
Second Supplemental Indenture, dated as of September 24, 2012, among Pentair Finance S.A. (formerly Tyco Flow Control International Finance S.A.) (as Issuer), Pentair Ltd. (as Guarantor), Pentair, Inc. and Wells Fargo Bank, National Association (as Trustee) (Incorporated by reference to Exhibit 4.3 in the Current Report on Form 8-K of Pentair Ltd. filed with the Commission on September 28, 2012 (File No. 001-11625)).
|
|
|
|
4.4
|
|
Fourth Supplemental Indenture, dated as of November 26, 2012, among Pentair Finance S.A. (as Issuer), Pentair Ltd. (as Guarantor) and Wells Fargo Bank, National Association (as Trustee) (Incorporated by reference to Exhibit 4.2 in the Current Report on Form 8-K of Pentair Ltd. filed with the Commission on November 28, 2012 (File No. 001-11625)).
|
|
|
|
4.5
|
|
Fifth Supplemental Indenture, dated as of December 18, 2012, among Pentair Finance S.A. (as Issuer), Pentair Ltd. (as Guarantor) and Wells Fargo Bank, National Association (as Trustee) (Incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K of Pentair Ltd. filed with the Commission on December 18, 2012 (File No. 001-11625)).
|
|
|
|
4.6
|
|
Sixth Supplemental Indenture, dated as of May 20, 2014, among Pentair Finance S.A., Pentair Ltd., Pentair Investments Switzerland GmbH, Pentair plc and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.3 in the Current Report on Form 8-K of Pentair plc filed with the Commission on May 20, 2014 (File No. 001-11625)).
|
|
|
|
4.7
|
|
Senior Indenture, dated May 2, 2011 by and among Pentair, Inc. and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.5 to Pentair, Inc.’s Registration Statement on Form S-3 (Registration 333-173829)).
|
|
|
|
4.8
|
|
First Supplemental Indenture, dated as of May 9, 2011, among Pentair, Inc., the guarantors named therein and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 4.2 in the Current Report on Form 8-K of Pentair, Inc. filed with the Commission on May 9, 2011 (File No. 000-04689)).
|
|
|
|
4.9
|
|
Third Supplemental Indenture, dated October 1, 2012, among Pentair Ltd., Pentair, Inc. and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K of Pentair Ltd. filed with the Commission on October 1, 2012 (File No. 001-11625)).
|
|
|
|
4.10
|
|
Fourth Supplemental Indenture, dated as of December 17, 2012, among Pentair, Inc. (as Issuer), Pentair Ltd. (as Guarantor) and Wells Fargo Bank, National Association (as Trustee) (Incorporated by reference to Exhibit 4.2 in the Current Report on Form 8-K of Pentair Ltd. filed with the Commission on December 18, 2012 (File No. 001-11625)).
|
|
|
|
4.11
|
|
Fifth Supplemental Indenture, dated as of May 20, 2014, among Pentair, Inc., Pentair Ltd., Pentair Investments Switzerland GmbH, Pentair plc and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.2 in the Current Report on Form 8-K of Pentair plc filed with the Commission on May 20, 2014 (File No. 001-11625)).
|
|
|
|
4.12
|
|
Amended and Restated Credit Agreement, dated as of October 3, 2014 among Pentair, plc, Pentair Investments Switzerland GmbH, Pentair Finance, S.A., Pentair, Inc. and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K of Pentair, plc, filed with the Commission on October 3, 2014 (File No. 001-11625)).
|
|
|
|
4.13
|
|
First Amendment, dated as of August 28, 2015, among Pentair, Pentair Investments Switzerland GmbH, Pentair Finance S.A. and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the SEC on September 3, 2015 (File No. 001-11625)).
|
|
|
|
4.14
|
|
Second Amendment, dated as of September 2, 2015, among Pentair, Pentair Investments Switzerland GmbH, Pentair Finance S.A. and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Pentair plc filed with the Commission on September 3, 2015 (File No. 001-11625)).
|
|
|
|
4.15
|
|
Indenture, dated as of September 16, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on September 16, 2015 (File No. 001-11625)).
|
|
|
|
4.16
|
|
First Supplemental Indenture, dated as of September 16, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Pentair plc filed with the SEC on September 16, 2015 (File No. 001-11625)).
|
|
|
|
4.17
|
|
Second Supplemental Indenture, dated as of September 16, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Pentair plc filed with the Commission on September 16, 2015 (File No. 001-11625)).
|
|
|
|
4.18
|
|
Third Supplemental Indenture, dated as of September 16, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Pentair plc filed with the Commission on September 16, 2015 (File No. 001-11625)).
|
|
|
|
4.19
|
|
Fourth Supplemental Indenture, dated as of September 17, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Pentair plc filed with the Commission on September 17, 2015 (File No. 001-11625)).
|
|
|
|
10.1
|
|
Tax Sharing Agreement, dated September 28, 2012 by and among Pentair Ltd., Tyco International Ltd. and The ADT Corporation (Incorporated by reference to Exhibit 10.1 in the Current Report on Form 8-K of Pentair Ltd. filed with the Commission on September 28, 2012 (File No. 001-11625)).
|
|
|
|
10.2
|
|
Pentair plc 2012 Stock and Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.1 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.3
|
|
Form of Executive Officer Stock Option Grant Agreement (Incorporated by reference to Exhibit 10.7 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.4
|
|
Form of Executive Officer Restricted Stock Unit Grant Agreement (Incorporated by reference to Exhibit 10.8 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.5
|
|
Form of Executive Officer Performance Unit Grant Agreement (Incorporated by reference to Exhibit 10.9 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.6
|
|
Form of Non-Employee Director Stock Option Grant Agreement (Incorporated by reference to Exhibit 10.10 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.7
|
|
Form of Non-Employee Director Restricted Stock Unit Grant Agreement (Incorporated by reference to Exhibit 10.11 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.8
|
|
Form of Performance Share Units Grant Agreement.*
|
|
|
|
10.9
|
|
Pentair plc 2008 Omnibus Stock Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.2 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.10
|
|
Pentair plc Omnibus Stock Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.3 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.11
|
|
Pentair plc Outside Directors Nonqualified Stock Option Plan, as amended and restated (Incorporated by reference to Exhibit 10.4 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.12
|
|
Form of Assignment and Assumption Agreement, among Pentair, Inc., Pentair Ltd. and the executive officers of Pentair Ltd. relating to Key Executive Employment and Severance Agreement (Incorporated by reference to Exhibit 10.12 in the Current Report on Form 8-K of Pentair Ltd. filed with the Commission on October 1, 2012 (File No. 001-11625)).*
|
|
|
|
10.13
|
|
Form of Key Executive Employment and Severance Agreement for Randall J. Hogan (Incorporated by reference to Exhibit 10.10 in the Annual Report on Form 10-K of Pentair, Inc. for the year ended December 31, 2008 (File No. 000-04689)).*
|
|
|
|
10.14
|
|
Form of Key Executive Employment and Severance Agreement for John L. Stauch, Mark C. Borin and Angela D. Jilek (Incorporated by reference to Exhibit 10.12 in the Annual Report on Form 10-K of Pentair, Inc. for the year ended December 31, 2008 (File No. 000-04689)).*
|
|
|
|
10.15
|
|
Form of Key Executive Employment and Severance Agreement for Karl R. Frykman and Alok Maskara (Incorporated by reference to Exhibit 10.17 in the Annual Report on Form 10-K of Pentair Ltd. for the quarter ended December 31, 2013 (File No. 001-11625)).*
|
|
|
|
10.16
|
|
Form of Key Executive Employment and Severance Agreement for Beth A. Wozniak.*
|
|
|
|
10.17
|
|
Form of Letter regarding RSU Grants and Waiver of Certain KEESA Rights, between Pentair, Inc. and certain executives of Pentair, Inc., dated March 27, 2012 (Incorporated by reference to Exhibit 10.1 in the Current Report on Form 8-K of Pentair, Inc. filed with the Commission on March 30, 2012 (File No. 000-04689)).*
|
|
|
|
10.18
|
|
Pentair plc Compensation Plan for Non-Employee Directors, as amended and restated (Incorporated by reference to Exhibit 10.6 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.19
|
|
Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated (Incorporated by reference to Exhibit 10.5 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.20
|
|
Pentair, Inc. Non-Qualified Deferred Compensation Plan effective January 1, 1996 (Incorporated by reference to Exhibit 10.17 in the Annual Report on Form 10-K of Pentair, Inc. for the year ended December 31, 2005 (File No. 000-04689)).*
|
|
|
|
10.21
|
|
Trust Agreement for Pentair, Inc. Non-Qualified Deferred Compensation Plan between Pentair, Inc. and Fidelity Management Trust Company (Incorporated by reference to Exhibit 10.18 contained in the Annual Report on Form 10-K of Pentair, Inc. for the year ended December 31, 1995 (File No. 000-04689)).*
|
|
|
|
10.22
|
|
Amendment effective August 23, 2000 to Pentair, Inc. Non-Qualified Deferred Compensation Plan effective January 1, 1996 (Incorporated by reference to Exhibit 10.8 in the Current Report on Form 8-K of Pentair, Inc. filed with the Commission on September 21, 2000 (File No. 000-04689)).*
|
|
|
|
10.23
|
|
Pentair, Inc. Non-Qualified Deferred Compensation Plan effective January 1, 2009, as amended and restated (Incorporated by reference to Exhibit 10.12 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.24
|
|
Pentair, Inc. 1999 Supplemental Executive Retirement Plan as Amended and Restated effective August 23, 2000 (Incorporated by reference to Exhibit 10.2 in the Current Report on Form 8-K of Pentair, Inc. filed with the Commission on September 21, 2000 (File No. 000-04689)).*
|
|
|
|
10.25
|
|
Pentair, Inc. Supplemental Executive Retirement Plan effective January 1, 2009, as amended and restated (Incorporated by reference to Exhibit 10.13 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.26
|
|
Pentair, Inc. Restoration Plan as Amended and Restated effective August 23, 2000 (Incorporated by reference to Exhibit 10.3 in the Current Report on Form 8-K of Pentair, Inc. filed with the Commission on September 21, 2000 (File No. 000-04689)).*
|
|
|
|
10.27
|
|
Pentair, Inc. Restoration Plan effective January 1, 2009, as amended and restated (Incorporated by reference to Exhibit 10.14 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.28
|
|
Form of Deed of Indemnification for directors and executive officers of Pentair plc (Incorporated by reference to Exhibit 10.15 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.29
|
|
Form of Indemnification Agreement for directors and executive officers of Pentair plc (Incorporated by reference to Exhibit 10.16 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).*
|
|
|
|
10.30
|
|
Letter agreement, dated September 7, 2015, among Pentair plc, Edward P. Garden, Matthew Peltz, Brian Baldwin and Trian Fund Management, L.P. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Pentair plc filed with the SEC on September 8, 2015 (File No. 001-11625)).
|
|
|
|
10.31
|
|
Separation Agreement, dated February 1, 2015, between Pentair Management Company and Netha N. Johnson. (Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K of Pentair plc filed with the SEC on February 24, 2015 (File No. 001-11625)).*
|
|
|
|
10.32
|
|
Separation Agreement, dated February 16, 2015, between Pentair Management Company and Todd R. Gleason.(Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K of Pentair plc filed with the SEC on February 24, 2015 (File No. 001-11625)).*
|
|
|
|
10.33
|
|
Separation Agreement, dated September 18, 2015, between Pentair Management Company and Philip Pejovich (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Pentair plc filed with the SEC on October 20, 2015 (File No. 001-11625)).*
|
|
|
|
10.34
|
|
Separation Agreement, dated September 3, 2015, between Pentair Management Company and Christopher Stevens (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Pentair plc filed with the SEC on October 20, 2015 (File No. 001-11625)).*
|
|
|
|
10.35
|
|
Separation Agreement, dated as of January 22, 2016, between Pentair Management Company and Frederick S. Koury (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on January 28, 2016 (File No. 001-11625)).*
|
|
|
|
21
|
|
List of Pentair plc subsidiaries.
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP.
|
|
|
|
24
|
|
Power of attorney.
|
|
|
|
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 Annual Report on Form 10-K for the year ended December 31, 2015 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013, (ii) the Consolidated Balance Sheets as of December 31, 2015 and 2014, (iii) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013, (iv) the Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 2014 and 2013 and (v) the Notes to the Consolidated Financial Statements.
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*
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Denotes a management contract or compensatory plan or arrangement.
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•
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A Performance Share Unit entitles you to receive one share of Company stock following the end of the Performance Period, to the extent the Performance Goal(s) for this award are met during the Performance Period, provided you remain employed until the end of the Performance Period, except as provided below. Additional information about the Performance Goals for this award are described in the Appendix to this grant agreement or in supplemental communications. The Shares that are earned will be issued to you within 2½ months after the Performance Period has been completed, following the date the level of achievement of the Performance Goals has been determined. Only whole Shares will be issued; any fractional share will be rounded down to the nearest whole Share.
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•
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Each Performance Share Unit includes one Dividend Equivalent Unit. A Dividend Equivalent Unit entitles you to an additional Performance Share Unit, determined by dividing the cash dividend declared on a Share of stock prior to the date the shares are issued hereunder by the Fair Market Value of a Share on the date the dividend is paid, and then rounding down to the nearest whole share. The cash dividend amounts representing a fractional share will be accumulated and converted into one additional Performance Share Unit when the accumulated cash dividends equal the Fair Market Value of a share. These additional Performance Share Units will be subject to the same vesting and performance requirements, and will be issued at the same time, as the underlying Performance Share Units to which they relate.
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•
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If your employment with the Company terminates (voluntarily or involuntarily) before the last day of the Performance Period, then all Performance Share Units will be forfeited, except as described below.
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•
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If you are a Board-appointed officer either at the beginning of the Performance Period (or date of grant of this award, if later) or at the date of your termination, then the terms of the Plan apply to your Performance Share Units.
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•
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If you are not a Board-appointed officer (as described above), then:
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•
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If your termination is due to death or Disability, then you (or your estate, following your death) will be issued Shares promptly following your termination date equal to the Performance Share Units you would earn if the target Performance Goals had been met; or
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•
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If your termination is due to Retirement or a Covered Termination, then you will be issued Shares promptly following your termination date equal to the Performance Share Units you would earn if the target Performance Goals had been met, but pro-rated based on the portion of the Performance Period during which you were employed.
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•
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You will be considered to have a “Covered Termination” if the Company or an Affiliate terminates your employment for a reason other than Cause, death or Disability. In addition, if you are a Board-appointed corporate officer, your termination of employment for “Good Reason” (as defined in the Plan) will also be considered a Covered Termination, but only if you execute a general release of claims (which may include non-disparagement, non-solicitation and confidentiality covenants) as requested by the Company.
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•
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You cannot vote Performance Share Units.
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•
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You may not sell, assign, transfer, pledge as collateral or otherwise dispose of your Performance Share Units at any time.
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•
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The Fair Market Value of the Shares that are issued under this award generally will be considered taxable compensation, and may be subject to withholding taxes.
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•
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If we or any of our affiliates are required to withhold any applicable withholding or similar taxes or other amounts in respect of any income recognized by you as a result of the grant, vesting, payment or settlement of the Performance Share Units or disposition of any Shares acquired under an Award, then we will satisfy such obligation by withholding Shares otherwise deliverable under this Award having a Fair Market Value (as determined on the date the taxes are required to be withheld) equal to the required tax amount (which, to the extent required to avoid adverse accounting treatment, will not exceed the minimum required tax amount). If the number of whole Shares that are withheld is either greater than or less than the required tax amount, the Company will establish procedures for either payment of, or withholding of, cash equal to the fractional share. If you are a Board-appointed officer of the Company, then in lieu of such share withholding, you may elect to satisfy your tax withholding obligations in cash in accordance with the procedures established by the Company.
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•
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Please see the attached “Country Specific Terms and Conditions” for more information regarding the tax consequences of this award. Please refer to the Frequently Asked Questions (FAQs) for Performance Share Units for information about the methods of payment of your tax withholding obligations.
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•
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The attached “Country Specific Terms and Conditions” contains additional provisions applicable to this award.
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•
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The grant of this Plan award to you does not limit in any way the right of the Company to terminate your employment at any time for any reason, nor does it guarantee you will receive Plan awards in subsequent years.
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•
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The vesting of this award may be suspended or delayed as a result of a leave of absence.
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•
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In addition to the terms and conditions contained in this grant agreement, this award is subject to the provisions of the Plan document and Prospectus as well as applicable rules and regulations issued under local tax and securities laws and New York Stock Exchange rules.
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•
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Capitalized terms used in this grant agreement have the meanings given in the Plan, except as modified in the “Country Specific Terms and Conditions.”
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•
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If the Compensation Committee of the Pentair plc Board of Directors (the “Committee”) determines that recoupment of incentive compensation paid to you pursuant to this grant agreement is required under any law or any recoupment policy of the Company, then your Performance Share Units will terminate immediately on the date of such determination to the extent required by such law or recoupment policy and the Committee may recoup any such incentive compensation in accordance with such recoupment policy or as required by law. The Company shall have the right to offset against any other amounts due from the Company to you the amount owed by you hereunder.
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•
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The Committee may amend or modify the Plan at any time but generally such changes will apply to future Plan awards. The Committee may also amend or modify this award, but most changes will require your consent.
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•
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As a condition to the grant of this award, you agree (with such agreement being binding upon your legal representatives, guardians, legatees or beneficiaries) that this agreement will be interpreted by the Committee and that any interpretation by the Committee of the terms of this agreement or the Plan, and any determination made by the Committee under this agreement or the Plan, will be final, binding and conclusive.
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•
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As a key employee of the Company, you may have access to customer lists, trade secrets and other confidential information of the Company. During your employment or at any time after your employment ends, you agree not to disclose or make available to any person or firm confidential information of the Company, unless such disclosure is required by law. Any actual or threatened violation of your duty not to divulge confidential information will entitle the Company to legal and equitable remedies, including preliminary and permanent injunctive relief and attorney’s fees.
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•
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Deferral Election
.
Certain grantees may be eligible to defer their Performance Share Units under the employer’s non-qualified deferred compensation plan. If such a grantee makes a deferral election, then the Performance Share Units subject to that election will not be paid following the end of the Performance Period, but will instead be paid pursuant to the terms of the non-qualified deferred compensation plan.
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•
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Delay in Payment.
If you are a “specified employee” within the meaning of Code Section 409A as of the date of your termination of employment due to Disability, Retirement or a Covered Termination, then, to the extent required by Code Section 409A, any payment due as a result of such termination will be delayed until the date that is six months after the date of such termination. In addition, if the payment of the Shares will be made in the following calendar year as a result of the six month delay, then the value of your Performance Share Units that vest upon such termination of employment will be subject to Federal Insurance Contributions Act (“FICA”) taxes at the end of the calendar year in
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•
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Shareholder Approval Requirement
. To the extent you are an individual whose termination benefits are subject to Sections 200 to 200J of the Corporations Act 2001, the Performance Share Units are contingent upon the Company’s satisfaction of the shareholder approval requirements thereunder. These shareholder approval requirements are a legal formality, and the Company intends to satisfy them in full at the time your Performance Share Units are granted. As a technical matter, however, to the extent the Company is unable to satisfy such requirements, your Performance Share Units will be null and void, and you will not have any claims against the Company to receive any payment or other benefits in lieu of the Performance Share Units.
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•
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Commercial Relationship
. You expressly recognize that participation in the Plan and Pentair plc’s grant of Performance Share Units to you does not constitute an employment relationship between you and Pentair plc. You have been granted Performance Share Units as a consequence of the commercial relationship between Pentair plc and Pentair plc’s Affiliate in Mexico that employs you, and Pentair plc’s Affiliate in Mexico is your sole employer. Based on the foregoing, (a) you expressly recognize the Plan and the benefits derived from participation in the Plan will not establish any rights between you and Pentair plc’s Affiliate in Mexico that employs you, (b) the Plan and the benefits you may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by Pentair plc’s Affiliate in Mexico that employs you, and (c) any modifications or amendments of the Plan by Pentair plc, or a termination of the Plan by Pentair plc, shall not constitute a change or impairment of the terms and conditions of your employment with Pentair plc’s Affiliate in Mexico that employs you.
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•
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Extraordinary Item of Compensation
. You expressly recognize and acknowledge that participation in the Plan is a result of the discretionary and unilateral decision of Pentair plc, as well as your free and voluntary decision to participate in the Plan in accordance with the terms and conditions of the Plan and this agreement. As such, you acknowledge and agree that Pentair plc may, in its sole discretion, amend and/or discontinue your participation in the Plan at any time and without any liability. The value of the Performance Share Units is an extraordinary item of compensation outside the scope of your employment contract, if any. The Performance Share Units are not part of your regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of Pentair plc’s Affiliate in Mexico that employs you.
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•
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Qualifying Person Exemption
. The grant of Performance Share Units under the Plan is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.
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•
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Termination for Cause
. Notwithstanding anything to the contrary in the Plan or this agreement, “Cause” shall be defined in the Plan, irrespective of whether the termination is or is not considered a fair termination (i.e., “despido procedente”) under Spanish legislation.
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•
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Labor Acknowledgement
.
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•
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In accepting the award, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan (or a copy of the Plan has otherwise been made available to you). You understand that Pentair plc has unilaterally, gratuitously and discretionally decided
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•
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Further, the Performance Share Units are a conditional right and can be forfeited in the case of, or affected by, your termination of employment. This will be the case, for example, even if (a) you are considered to be unfairly terminated without good cause; (b) you are terminated for disciplinary or objective reasons or due to a collective dismissal; (c) you terminate employment due to a change of work location, duties or any other employment or contractual condition; or (d) you terminate employment due to unilateral breach of contract of Pentair plc or any of its Affiliates. Consequently, upon termination of employment for any of the reasons set forth above, you may automatically lose any rights to the unvested Performance Share Units granted as of the date of your termination of employment, as described in the Plan and this agreement, and you acknowledge and agree that the terms of the Plan and this agreement shall govern in such circumstances.
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•
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Income Tax and National Insurance Contribution Withholding
. The following provision supplements the “Tax-Related Items” provision below: If payment or withholding of the income tax due in connection with the Performance Share Units is not made within ninety (90) days of the event giving rise to the income tax liability or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to the Pentair plc Affiliate that employs you, effective as of the Due Date. You agree that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue & Customs (“HMRC”), it shall be immediately due and repayable, and the Company may recover it at any time thereafter by any of the means referred to in the “Tax-Related Items” provision below. Notwithstanding the foregoing, if you are a director or executive officer of Pentair plc (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you will not be eligible for a loan from the Company to cover the income tax liability. In the event that you are a director or executive officer and the income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax will constitute a benefit to you on which additional income tax and national insurance contributions (“NICs”) will be payable. You will be responsible for reporting any income tax and for reimbursing the Company the value of any employee NICs due on this additional benefit.
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1.
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You acknowledge that, regardless of any action Pentair plc or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-
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2.
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You acknowledge that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the grant, including, but not limited to, the vesting, settlement or payment of the Performance Share Units; and (b) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the grant to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.
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3.
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If you have become subject to tax in more than one jurisdiction between the date of the grant and the date of any relevant taxable event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
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4.
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Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, subject to the Company’s authorization, you agree that the Company and/or the Employer, or their respective agents, at their discretion, may satisfy the obligations with regard to all Tax-Related Items by deducting (or requiring an Affiliate to deduct) from any payments of any kind otherwise due to you cash or Shares.
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5.
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To avoid negative accounting treatment, the Company or the Employer may withhold or account for Tax-Related Items (including withholding pursuant to applicable tax equalization policies of the Company or its affiliates) by considering applicable statutory withholding amounts or other applicable withholding rates.
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6.
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You will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means described above. You will abide by any disclosure laws that govern the earning or issuance of Performance Share Units granted to you, as well as the transfer or repatriation of cash proceeds received with respect to the grant.
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7.
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Except as otherwise set forth above, the tax withholding with respect to the grant shall be governed by the terms of the Plan.
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1.
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Nothing contained in the Plan or the grant will affect the right of the Company or the Employer to terminate your employment or service (as otherwise may be permitted under local law). The adoption and maintenance of the Plan does not constitute an inducement to, or condition of, your employment or service. The Plan is a discretionary plan that may be amended or terminated by Pentair plc, in its sole discretion, at any time, and your participation is voluntary. Furthermore, the amount of any payments under the grant and the future value of the Shares is unknown and cannot be predicted with certainty. You understand that the grant of Plan awards to you does not entitle you to benefits in lieu of Performance Share Units in the future, even if such awards have been granted repeatedly in the past. The grant is not intended to replace your pension rights or compensation.
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2.
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Any payment or benefit paid to you with respect to the grant is an extraordinary item of compensation and will not be considered to be part of your normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Affiliate.
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3.
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In consideration of the grant, no claim or entitlement to compensation or damages shall arise from forfeiture of the grant resulting from termination of your employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and the Employer from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the grant, you shall have been deemed irrevocably to have waived your entitlement to pursue such claim.
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4.
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In the event of involuntary termination of your employment (whether or not in breach of local labor laws), your right to receive grants of awards under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law).
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1.
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You hereby explicitly unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the grant agreement, the Plan, the Prospectus and related information by and among, as applicable, the Employer, and the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
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2.
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You understand that the Company, the Employer, and any Affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company or an Affiliate and details of all incentive awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the Plan.
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3.
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You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country.
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4.
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You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative.
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5.
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You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan.
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6.
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You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan.
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7.
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You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents in this grant agreement, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you should contact your local human resources representative.
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1.
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Any party bringing a legal action or proceeding against any other party arising out of or relating to this grant shall bring the legal action or proceeding in the United States District Court for the District of Minnesota or any of the courts of the State of Minnesota, U.S.A.
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2.
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You waive, and the Company waives, to the fullest extent permitted by law, (a) any objection which you or the Company may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this grant brought in any court of the State of Minnesota, U.S.A., or the United States District Court for the District of Minnesota, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
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3.
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You submit, and the Company submits, to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the District of Minnesota and its appellate courts, and (b) any court of the State of Minnesota, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this grant.
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Term
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Section
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Annual Base Salary
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Section 5(a)
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Base Period Income
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Section 9(b)(iii)
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Bonus Amount
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Section 5(e)(i)
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Bonus Plan
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Section 5(e)
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Company Incentive Plan
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Section 5(e)(iii)
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Excise Tax
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Section 9(b)(i)
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Expenses
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Section 15
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Goals
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Section 5(e)(iii)
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National Tax Counsel
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Section 9(b)(ii)
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Notice of Termination
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Section 13
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Plans
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Section 9(c)(iv)
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Restoration Plan
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Section 9(c)(iv)
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SERP
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Section 9(c)(iv)
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Termination Payment
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Section 9(a)
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Total Payments
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Section 9(b)(i)
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PENTAIR PLC
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By:
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Its:
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Attest:
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Its:
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EXECUTIVE:
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Address:
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Name of Company
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Jurisdiction of Incorporation
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8590478 Canada Inc.
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Canada
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Alberta Electronic Company Limited
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Hong Kong
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Alliance Integrated Systems, Inc.
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United States
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Aplex Industries, Inc.
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United States
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Apno, S.A. de C.V.
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Mexico
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Beta Earthling (Pty) Ltd.
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South Africa
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Biffi Italia S.r.l.
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Italy
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CADWELD (Pty) Ltd.
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South Africa
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Century Mfg. Co.
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United States
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Chansuba Pumps Private Limited
(1)
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India
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Chemat GmbH Armaturen fur Industrie - und Nuklearanlage
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Germany
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Combinatie Nijuis-Ippel V.o.f.
(2)
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Netherlands
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Conception et Representation de Technologie de Controle C.R.T. Controle
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France
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Crosby Valve, LLC
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United States
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Davies Pumps & Co Limited
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New Zealand
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Edward Barber & Company Limited
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United Kingdom
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Edward Barber (U.K.) Limited
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United Kingdom
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Electronic Enclosures, LLC
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United States
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Emirates Techno Casting FZE
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United Arab Emirates
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Emirates Techno Casting Holdings Limited
(3)
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United Arab Emirates
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Emirates Techno Casting LLC
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United Arab Emirates
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Epps, Ltd.
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Mauritius
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Erichs Armatur AB
(2)
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Sweden
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ERICO B.V.
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Netherlands
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ERICO Canada Inc.
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Canada
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ERICO Chile Comercial e Industrial Ltda.
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Chile
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ERICO del Pacifico Comercial e Idustrial Limitada
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Chile
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ERICO do Brasil Comércio de Indústria Ltda.
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Brazil
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ERICO Europa (G.B.) Limited
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United Kingdom
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ERICO Europe B.V.
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Netherlands
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ERICO Europe Holding B.V.
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Netherlands
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ERICO France Sarl
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France
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ERICO Global Company
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United States
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ERICO GmbH
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Germany
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ERICO International Corporation
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United States
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ERICO Italia S.r.l.
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Italy
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ERICO Lightning Technologies (Pty) Ltd.
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Australia
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ERICO Limited
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Hong Kong
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ERICO Ltd.
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China
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ERICO México, S.A. de C.V.
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Mexico
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ERICO Pacific Ltd.
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Taiwan
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ERICO Poland SP. z.o.o
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Poland
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ERICO Products Australia (Pty) Ltd.
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Australia
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ERICO Technologies Africa (Pty) Limited
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South Africa
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ERICO US Holding LLC
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United States
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ETE Coliban Pty Limited
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Australia
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Euratech (Malaysia) Sdn. Bhd.
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Malaysia
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EuroPentair GmbH
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Germany
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Everpure Japan K.K.
|
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Japan
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FARADYNE Motors (Suzhou) Co., Ltd
(2)
|
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China
|
Faradyne Motors LLC
(2)
|
|
United States
|
FC QSF, LLC
|
|
United States
|
FilterSoft, LLC
|
|
United States
|
Fleck Controls, Inc.
|
|
United States
|
Flow Control Holding GmbH & Co. KG
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Germany
|
Flow Control Holding Verwaltungs GmbH
|
|
Germany
|
Flow Control Technologies S.A.
(4)
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France
|
Flow Control US Holding Corporation
|
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United States
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Generale de Robinetterie Industrielle et de Systemes de Surete (GRISS) S.A.
(4)
|
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France
|
Goyen Controls Co Pty Ltd.
|
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Australia
|
Goyen Controls Co UK Limited
|
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United Kingdom
|
Goyen Valve LLC
|
|
United States
|
Greenspan Environmental Technology Pty Ltd.
|
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Australia
|
Greenspan Singapore Private Limited
|
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Singapore
|
Greenspan Technology (Pty) Ltd.
|
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Australia
|
Gulf Valve FZE
|
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United Arab Emirates
|
Haffmans B.V.
|
|
Netherlands
|
Haffmans North America, Inc.
|
|
United States
|
Hawley Group Canada Limited
|
|
Canada
|
Hindle Cockburns Limited
|
|
United Kingdom
|
Hiter Industria e Comercio de Controles Termo-Hidraulicos Ltda.
|
|
Brazil
|
Hoffman Enclosures (Mex.), LLC
|
|
United States
|
Hoffman Enclosures Inc.
|
|
United States
|
Hoffman Enclosures Mexico, S. de R.L. de C.V.
|
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Mexico
|
Hoffman Schroff PTE Ltd
|
|
Singapore
|
Holding Nijhuis Pompen B.V.
|
|
Netherlands
|
Hypro EU Limited
|
|
United Kingdom
|
Infinite Water Solutions Private Limited
(2)
|
|
India
|
J.R. Clarkson Company LLC, The
|
|
United States
|
JCF Fluid Flow India Private Limited
(5)
|
|
India
|
Jung Pumpen GmbH
|
|
Germany
|
Keystone Asia Pacific (Pty) Ltd.
|
|
Australia
|
Keystone Canada Co.
|
|
Canada
|
Keystone Germany Holdings Corp.
|
|
United States
|
Keystone Valve (Korea) LLC
|
|
Korea, Republic of
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Keystone Valve (U.K.) Ltd.
|
|
United Kingdom
|
Limited Liability Company Pentair Rus
|
|
Russian Federation
|
Lincoln Automotive Company
|
|
United States
|
McNeil (Ohio) Corporation
|
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United States
|
Mecafrance (Deutschland) GmbH
|
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Germany
|
MECAIR S.r.l.
|
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Italy
|
Milperra Developments (Pty) Ltd.
|
|
Australia
|
Moraine Properties, LLC
|
|
United States
|
Nano Terra, Inc.
(6)
|
|
United States
|
Neotecha AG
|
|
Switzerland
|
Nijhuis International B.V.
|
|
Netherlands
|
Nijhuis Pompen B.V.
|
|
Netherlands
|
Nijhuis Pompen BVBA
|
|
Belgium
|
Nijhuis Pompen Exploitatiemaatschappij B.V.
|
|
Netherlands
|
Nijhuis Pompen GmbH
|
|
Germany
|
Nuheat Industries Limited
|
|
Canada
|
Optima Enclosures Limited
|
|
United Kingdom
|
Panthro Acquisition Co.
|
|
United States
|
Pentair (NZ) Limited
|
|
New Zealand
|
Pentair Actuation & Controls, LLC
|
|
United States
|
Pentair Aquatic Eco-Systems (Canada), Inc.
|
|
Canada
|
Pentair Aquatic Eco-Systems, Inc.
|
|
United States
|
Pentair Asia PTE Ltd.
|
|
Singapore
|
Pentair Australia Holdings Pty Limited
|
|
Australia
|
Pentair Bermuda Holdings
|
|
Bermuda
|
Pentair Bermuda, LLC
|
|
United States
|
Pentair Beteiligungs GmbH
|
|
Germany
|
Pentair Brazil Holding S.à r.l.
|
|
Luxembourg
|
Pentair Canada, Inc.
|
|
Canada
|
Pentair Clean Process Technologies India Private Limited
|
|
India
|
Pentair DMP Corp.
|
|
United States
|
Pentair Electronic Packaging de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Pentair Electronics & Electrical Protection China Co., Ltd.
|
|
China
|
Pentair Enclosures Inc.
|
|
United States
|
Pentair Enclosures S. de R.L. de C.V.
|
|
Mexico
|
Pentair Engineered Products (UK) Ltd
|
|
United Kingdom
|
Pentair Environmental Systems Ltd
|
|
United Kingdom
|
Pentair Epsilon Limited
|
|
Bermuda
|
Pentair European Investments Deutschland GmbH
|
|
Germany
|
Pentair European Security Holdings SA
|
|
France
|
Pentair European Steel Strip Limited
|
|
United Kingdom
|
Pentair Federal Pump, LLC
|
|
United States
|
Pentair Filtration Solutions, LLC
|
|
United States
|
Pentair Finance Group GmbH
|
|
Switzerland
|
Pentair Finance Holding GmbH
|
|
Switzerland
|
Pentair Finance S.A.
|
|
Luxembourg
|
Pentair Flow Control (Beijing) Co., Ltd.
|
|
China
|
Pentair Flow Control (Shanghai) Co., Ltd.
|
|
China
|
Pentair Flow Control AG
|
|
Switzerland
|
Pentair Flow Control Chile Holding LLC
|
|
United States
|
Pentair Flow Control Company LLC
|
|
United States
|
Pentair Flow Control Holding NL B.V.
|
|
Netherlands
|
Pentair Flow Control Holdings Ltd
|
|
Isle of Man
|
Pentair Flow Control International Holdings A, LLC
|
|
United States
|
Pentair Flow Control International Holdings B, LLC
|
|
United States
|
Pentair Flow Control International Holdings C, LLC
|
|
United States
|
Pentair Flow Control International Holdings D, LLC
|
|
United States
|
Pentair Flow Control International (Pty) Ltd.
|
|
Australia
|
Pentair Flow Control Italia S.r.l.
|
|
Italy
|
Pentair Flow Control Middle East FZE
|
|
United Arab Emirates
|
Pentair Flow Control Pacific (Pty) Ltd.
|
|
Australia
|
Pentair Flow Services AG
|
|
Switzerland
|
Pentair Flow Technologies de Mexico S. de R.L. de C.V.
|
|
Mexico
|
Pentair Flow Technologies, LLC
|
|
United States
|
Pentair France SARL
|
|
France
|
Pentair Germany GmbH
|
|
Germany
|
Pentair Global Holdings B.V.
|
|
Netherlands
|
Pentair Global S.à r.l.
|
|
Luxembourg
|
Pentair Gulf Holding Limited
|
|
United Arab Emirates
|
Pentair Hidro Filtros do Brasil Indústria e Comércio de Filtros Ltda.
|
|
Brazil
|
Pentair Holding III (Denmark) ApS
|
|
Denmark
|
Pentair Holdings C.V.
|
|
Netherlands
|
Pentair Holdings S.à r.l.
|
|
Luxembourg
|
Pentair Holdings, Inc.
|
|
United States
|
Pentair Housing, Inc.
|
|
United States
|
Pentair Housing, LP
|
|
United States
|
Pentair International (UK) Ltd.
|
|
United Kingdom
|
Pentair International Armaturen Holding GmbH
|
|
Germany
|
Pentair International Holding S.à.r.l.
|
|
Luxembourg
|
Pentair International PLT Deutschland GmbH
|
|
Germany
|
Pentair International PLT Klartechnik GmbH
|
|
Germany
|
Pentair International PLT Umwelttechnik GmbH
|
|
Germany
|
Pentair International S.à r.l.
|
|
Switzerland
|
Pentair Investments Switzerland GmbH
|
|
Switzerland
|
Pentair Janus Holding LLC
|
|
United States
|
Pentair Janus Holdings
|
|
Bermuda
|
Pentair Kenya Limited
|
|
Kenya
|
Pentair Lionel Acquisition Co.
|
|
United States
|
Pentair Luxembourg S.à r.l.
|
|
Luxembourg
|
Pentair Magyarország Kft.
|
|
Hungary
|
Pentair Management Company
|
|
United States
|
Pentair Manufacturing Belgium BVBA
|
|
Belgium
|
Pentair Manufacturing France S.A.S.
|
|
France
|
Pentair Manufacturing Italy, S.r.l.
|
|
Italy
|
Pentair Manufacturing UK Limited
|
|
United Kingdom
|
Pentair Middle East FZE
|
|
United Arab Emirates
|
Pentair Nanosoft Bermuda Holdings
|
|
Bermuda
|
Pentair Nanosoft US Holdings, LLC
|
|
United States
|
Pentair Netherlands Holding B.V.
|
|
Netherlands
|
Pentair Pacific Rim (Water) Limited
(7)
|
|
Hong Kong
|
Pentair Pacific Rim Limited
(7)
|
|
Hong Kong
|
Pentair Pipe Systems Pte. Ltd.
|
|
Singapore
|
Pentair Poland Sp. z.o.o.
|
|
Poland
|
Pentair Project Services Canada, Inc.
|
|
Canada
|
Pentair Residential Filtration, LLC
|
|
United States
|
Pentair Sales Australia (Pty) Ltd.
|
|
Australia
|
Pentair Sales Holding, LLC
|
|
United States
|
Pentair Sales Ireland Limited
|
|
Ireland
|
Pentair Sales UK Limited
|
|
United Kingdom
|
Pentair Sales US, LLC
|
|
United States
|
Pentair Services France S.A.S.
|
|
France
|
Pentair Services Holding GmbH
|
|
Switzerland
|
Pentair Shares Ltd
|
|
Bahamas
|
Pentair Shenzhen Enclosure Company, Ltd.
|
|
China
|
Pentair SSC Australia (Pty) Ltd.
|
|
Australia
|
Pentair SSC UK Limited
|
|
United Kingdom
|
Pentair SSC US Co.
|
|
United States
|
Pentair Steinhauer GmbH
|
|
Germany
|
Pentair Sudmo GmbH
|
|
Germany
|
Pentair Tamimi LLC
(8)
|
|
Saudi Arabia
|
Pentair Taunus Eletrometalurgica Ltda
|
|
Brazil
|
Pentair Technical Products Holdings, Inc.
|
|
United States
|
Pentair Technical Products India Private Limited
|
|
India
|
Pentair Technical Products S.à r.l.
|
|
Luxembourg
|
Pentair Technical Products Service Co.
|
|
United States
|
Pentair Technical Products, Inc.
|
|
United States
|
Pentair Technical Products, S. de R.L. de C.V.
|
|
Mexico
|
Pentair Technical Services L.L.C.
(9)
|
|
United Arab Emirates
|
Pentair Technical Solutions GmbH
|
|
Germany
|
Pentair Technical Solutions S.r.l.
|
|
Italy
|
Pentair Technical Solutions S.A.S
|
|
France
|
Pentair Technical Solutions Shanghai Co., Ltd.
|
|
China
|
Pentair Teknoloji Sistemleri Ticaret Limited Sirketi
|
|
Turkey
|
Pentair Thermal (Shanghai) Co., Ltd.
|
|
China
|
Pentair Thermal (Shanghai) Engineering Co., Ltd.
|
|
China
|
Pentair Thermal Management Belgium NV
|
|
Belgium
|
Pentair Thermal Management Canada Ltd.
|
|
Canada
|
Pentair Thermal Management France S.A.S
|
|
France
|
Pentair Thermal Management Germany GmbH
|
|
Germany
|
Pentair Thermal Management Holdings B LLC
|
|
United States
|
Pentair Thermal Management Holdings Germany GmbH
|
|
Germany
|
Pentair Thermal Management Holdings LLC
|
|
United States
|
Pentair Thermal Management India Private Limited
|
|
India
|
Pentair Thermal Management Japan Co., Ltd.
|
|
Japan
|
Pentair Thermal Management Korea Ltd.
|
|
Korea, Republic of
|
Pentair Thermal Management KZ LLP
|
|
Kazakhstan
|
Pentair Thermal Management LLC
|
|
United States
|
Pentair Thermal Management Netherlands B.V.
|
|
Netherlands
|
Pentair Thermal Management Nordic AB
|
|
Sweden
|
Pentair Thermal Management Norway AS
|
|
Norway
|
Pentair Thermal Management Polska Sp. z.o.o.
|
|
Poland
|
Pentair Thermal Management Romania SRL
|
|
Romania
|
Pentair Thermal Management UK Limited
|
|
United Kingdom
|
Pentair Trading (Shanghai) Co., Ltd.
|
|
China
|
Pentair Transport, Inc.
|
|
United States
|
Pentair Tubing Limited
|
|
United Kingdom
|
Pentair UK Group Limited
|
|
United Kingdom
|
Pentair UK Holdings Limited
|
|
United Kingdom
|
Pentair Umwelttechnik GmbH
|
|
Germany
|
Pentair Valves & Controls (Sichuan) Co., Ltd.
|
|
China
|
Pentair Valves & Controls (Taiwan) Ltd.
|
|
Taiwan
|
Pentair Valves & Controls (Thailand) Ltd.
|
|
Thailand
|
Pentair Valves & Controls Africa (Pty) Ltd.
|
|
South Africa
|
Pentair Valves & Controls Argentina S.A.
|
|
Argentina
|
Pentair Valves & Controls Brasil Ltda.
|
|
Brazil
|
Pentair Valves & Controls Canada Inc.
|
|
Canada
|
Pentair Valves & Controls Chile S.A.
|
|
Chile
|
Pentair Valves & Controls Czech s.r.o.
|
|
Czech Republic
|
Pentair Valves & Controls de Mexico, S.A. de C.V.
|
|
Mexico
|
Pentair Valves & Controls del Uruguay S.A.
|
|
Uruguay
|
Pentair Valves & Controls Denmark A/S
|
|
Denmark
|
Pentair Valves & Controls France S.C.A.
(10)
|
|
France
|
Pentair Valves & Controls Germany GmbH
|
|
Germany
|
Pentair Valves & Controls Hong Kong Limited
|
|
Hong Kong
|
Pentair Valves & Controls Hungary Ltd.
|
|
Hungary
|
Pentair Valves & Controls Italia S.r.l.
|
|
Italy
|
Pentair Valves & Controls Japan Co., Ltd.
|
|
Japan
|
Pentair Valves & Controls Malaysia Sdn. Bhd.
|
|
Malaysia
|
Pentair Valves & Controls Middle East, Inc.
|
|
United States
|
Pentair Valves & Controls Netherlands B.V.
|
|
Netherlands
|
Pentair Valves & Controls Peru S.A.
|
|
Peru
|
Pentair Valves & Controls Polska Sp. z.o.o.
|
|
Poland
|
Pentair Valves & Controls Singapore Pte Ltd.
|
|
Singapore
|
Pentair Valves & Controls South Africa (Pty) Ltd.
|
|
South Africa
|
Pentair Valves & Controls US LP
|
|
United States
|
Pentair Valves & Controls, LLC
|
|
United States
|
Pentair Valves and Controls India Private Limited
(10)
|
|
India
|
Pentair Valves and Controls U.A.E., Inc.
(9)
|
|
United States
|
Pentair Valves Limited
|
|
United Kingdom
|
Pentair Valvulas & Controles VZ, C.A.
|
|
Venezuela, Bolivarian Republic of
|
Pentair Verwaltungs GmbH and Co. KG
|
|
Germany
|
Pentair Water (Suzhou) Co. Ltd.
|
|
China
|
Pentair Water Asia Pacific Pte. Ltd.
|
|
Singapore
|
Pentair Water Australia (Pty) Ltd
|
|
Australia
|
Pentair Water Belgium BVBA
|
|
Belgium
|
Pentair Water Corp.
|
|
United States
|
Pentair Water do Brasil Ltda.
|
|
Brazil
|
Pentair Water France S.A.S
|
|
France
|
Pentair Water Group, Inc.
|
|
United States
|
Pentair Water Holdings (Pty) Ltd.
|
|
Australia
|
Pentair Water Holdings, LLC
|
|
United States
|
Pentair Water India Private Limited
|
|
India
|
Pentair Water Italy s.r.l.
|
|
Italy
|
Pentair Water Latinamérica S.A.
|
|
Argentina
|
Pentair Water Membraan Technologie B.V.
|
|
Netherlands
|
Pentair Water Middle East FZE
|
|
United Arab Emirates
|
Pentair Water New Zealand Limited
|
|
New Zealand
|
Pentair Water Operations Australia (Pty) Ltd.
|
|
Australia
|
Pentair Water Polska Sp. z.o.o
|
|
Poland
|
Pentair Water Pool and Spa, Inc.
|
|
United States
|
Pentair Water Proces Technologie Holding B.V.
|
|
Netherlands
|
Pentair Water Process Technology B.V.
|
|
Netherlands
|
Pentair Water Purification Systems (Shanghai) Co. Ltd.
|
|
China
|
Pentair Water South Africa (Pty) Ltd.
|
|
South Africa
|
Pentair Water Spain, S.L.
|
|
Spain
|
Pentair Water Treatment (OH) Company
|
|
United States
|
Pentair Water Treatment Company
|
|
United States
|
Pentair Water Treatment Private Limited
|
|
India
|
Pentair Water Valve (Shanghai) Co., Ltd.
|
|
China
|
Pentair Water, LLC
|
|
United States
|
Pentair Water-Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Pentair Waterworks (Pty) Ltd.
|
|
South Africa
|
Pentair, Inc.
|
|
United States
|
Penwald Insurance Company
|
|
United States
|
PFAM, Inc.
|
|
United States
|
Plymouth Products, Inc.
|
|
United States
|
PNR Technical Solutions Finland Oy
|
|
Finland
|
Point Four Water Quality Technologies (Suzhou) Co., Ltd.
|
|
China
|
Porter-Cable de Mexico S.A. de C.V.
|
|
Mexico
|
Productos ERICO S.A.
|
|
Spain
|
PT Pentair Eurapipe Indonesia
(11)
|
|
Indonesia
|
PT Pentair Indonesia
|
|
Indonesia
|
PTG Accessories Corp.
|
|
United States
|
Purification Valley C.V.
(7)
|
|
Netherlands
|
Raychem HTS Limited
|
|
United Kingdom
|
SABO-Armaturen Service GmbH
|
|
Germany
|
Safety Systems UK Pte. Ltd.
|
|
Singapore
|
Sakhi-Raimondi Valves (India) Pvt Ltd.
(10)
|
|
India
|
Schroff Co. Ltd. Taiwan
|
|
Taiwan
|
Schroff S.r.l.
|
|
Italy
|
Schroff Scandinavia AB
|
|
Sweden
|
Schroff UK Limited
|
|
United Kingdom
|
Seghers-Applied (Pty) Ltd.
|
|
Australia
|
Sempell GmbH
|
|
Germany
|
Seneca Enterprises Co.
|
|
United States
|
Servicios Tyco Internacional VE 1060, C.A.
|
|
Venezuela, Bolivarian Republic of
|
Spensall Engineering Limited
|
|
United Kingdom
|
Sta-Rite de Mexico, S.A. de C.V.
|
|
Mexico
|
Sta-Rite de Puerto Rico, Inc.
|
|
Puerto Rico
|
Sta-Rite Industries, LLC
|
|
United States
|
Steel Support Systems Limited
|
|
United Kingdom
|
Südmo (UK) Ltd.
|
|
United Kingdom
|
Taiwan Valve Co., Ltd.
|
|
Taiwan
|
Tracer Construction LLC
|
|
United States
|
Tracer Industries Canada Limited
|
|
Canada
|
Tracer Industries Management LLC
|
|
United States
|
Tracer Industries, Inc.
|
|
United States
|
Tupelo Real Estate, LLC
|
|
United States
|
TV&C GP Holding, LLC
|
|
United States
|
Tyco Sanmar Limited
(12)
|
|
India
|
Tyco Thermal Controls Czech s.r.o.
|
|
Czech Republic
|
Urban Organics Pentair Group, LLC
(13)
|
|
United States
|
Urban Organics Schmidt Real Estate Group, LLC
|
|
United States
|
Urban Organics St. Paul, LLC
|
|
United States
|
Voltea Ltd.
(14)
|
|
United Kingdom
|
Webster Electric Company, LLC
|
|
United States
|
Westlock Controls Corporation
|
|
United States
|
Westlock Controls Holdings, Inc.
|
|
United States
|
Westlock Controls Limited
|
|
United Kingdom
|
Westlock Equipamentos de Controle Ltda.
|
|
Brazil
|
WICOR Industries Australia (Pty) Ltd.
|
|
Australia
|
X-Flow B.V.
|
|
Netherlands
|
Yabaida Electronics (Shenzhen) Company Limited
|
|
China
|
(1)
|
47% owned
|
(2)
|
50% owned
|
(3)
|
1% owned
|
(4)
|
99.94% owned
|
(5)
|
99.34% owned
|
(6)
|
4.81% owned
|
(7)
|
99% owned
|
(8)
|
70% owned
|
(9)
|
49% owned
|
(10)
|
99.99% owned
|
(11)
|
99.66% owned
|
(12)
|
40% owned
|
(13)
|
69.87% owned
|
(14)
|
10% owned
|
Signature
|
|
Title
|
|
|
|
/s/ Glynis A. Bryan
|
|
Director
|
Glynis A. Bryan
|
|
|
|
|
|
/s/ Jerry W. Burris
|
|
Director
|
Jerry W. Burris
|
|
|
|
|
|
/s/ Carol A. Davidson
|
|
Director
|
Carol A. Davidson
|
|
|
|
|
|
/s/ Jacques Esculier
|
|
Director
|
Jacques Esculier
|
|
|
|
|
|
/s/ T. Michael Glenn
|
|
Director
|
T. Michael Glenn
|
|
|
|
|
|
/s/ David H. Y. Ho
|
|
Director
|
David H. Y. Ho
|
|
|
|
|
|
/s/ David A. Jones
|
|
Director
|
David A. Jones
|
|
|
|
|
|
/s/ Ronald L. Merriman
|
|
Director
|
Ronald L. Merriman
|
|
|
|
|
|
/s/ William T. Monahan
|
|
Director
|
William T. Monahan
|
|
|
|
|
|
/s/ Billie I. Williamson
|
|
Director
|
Billie I. Williamson
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Pentair plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 26, 2016
|
/s/ Randall J. Hogan
|
|
|
Randall J. Hogan
|
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Pentair plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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February 26, 2016
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/s/ John L. Stauch
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John L. Stauch
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Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Date:
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February 26, 2016
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/s/ Randall J. Hogan
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Randall J. Hogan
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Chairman and Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Date:
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February 26, 2016
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/s/ John L. Stauch
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John L. Stauch
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Executive Vice President and Chief Financial Officer
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