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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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43 London Wall, London, EC2M 5TF, 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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ITEM 16.
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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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2016
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2015
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2014
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||||||
Net Sales
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|
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||||||
Water
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$
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2,777.7
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$
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2,808.3
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$
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2,941.3
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Electrical
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2,116.0
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1,809.3
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1,728.1
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|||
Other
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(3.7
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)
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(1.2
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)
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(2.6
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)
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Consolidated
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$
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4,890.0
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$
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4,616.4
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$
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4,666.8
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Segment income (loss)
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||||||
Water
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$
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494.0
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$
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469.0
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$
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454.6
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Electrical
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447.2
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395.0
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378.1
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|||
Other
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(101.7
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)
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(108.8
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)
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(127.5
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)
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Consolidated
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$
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839.5
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$
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755.2
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$
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705.2
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December 31
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||||||||||
In millions
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2016
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2015
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$ change
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% change
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|||||||
Water Quality Systems
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$
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134.8
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$
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141.4
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$
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(6.6
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)
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(4.7
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)%
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Flow and Filtration Solutions
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241.0
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289.6
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(48.6
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)
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(16.8
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)
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Technical Solutions
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266.3
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319.0
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(52.7
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)
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(16.5
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)
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Total
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$
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642.1
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$
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750.0
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$
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(107.9
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)
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(14.4
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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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•
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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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61
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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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52
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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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48
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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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Karen L. Keegans
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51
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Senior Vice President and Chief Human Resources Officer since 2016; Vice President and Chief Human Resources Officer of Praxair Inc., 2014 — 2016; Vice President North America Human Resources of Praxair Inc., 2012 — 2014; Vice President of Human Resources and Global Manufacturing of Monsanto, 2011 — 2012; Various executive human resources positions of Monsanto, 2007 — 2011.
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John H. Jacko
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59
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Senior Vice President and Chief Marketing Officer since 2017; Vice President and Chief Marketing Officer of Kennametal Corporation, 2007 — 2016; Senior Vice President and Chief Marketing Officer of Flowserve Corporation, 2002 — 2007; Vice President of Marketing and Customer Management of Flowserve Corporation, 2001 — 2002; Various business leadership positions of Honeywell Aerospace, 1995 — 2001.
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Mark C. Borin
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49
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Senior Vice President and 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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56
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President, Water segment since 2017; President, Water Quality Systems Global Business Unit, 2007 — 2016; 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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Beth A. Wozniak
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52
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President, Electrical segment since 2017; President, Flow & Filtration Solutions Global Business Unit, 2015 — 2016; 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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Dennis J. Cassidy, Jr.
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48
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President, Valves & Controls global business unit since 2016; Managing Director - Oil, Gas and Chemicals Strategy and Operations Expert, AlixPartners, 2012 — 2016; Vice President, Booz & Company, 2009 — 2012; Principal, Booz Allen Hamilton, 2004 — 2009.
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2016
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2015
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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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54.54
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$
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63.39
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$
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66.99
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$
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64.39
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|
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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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Low
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41.57
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50.37
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57.20
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53.80
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|
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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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||||||||
Close
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54.26
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58.29
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64.24
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56.07
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|
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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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||||||||
Dividends paid
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0.33
|
|
0.33
|
|
0.34
|
|
0.34
|
|
|
0.32
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|
0.32
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|
0.32
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0.32
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Base Period
December
2011
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INDEXED RETURNS
Years ended December 31
|
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Company / Index
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2012
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2013
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2014
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2015
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2016
|
|||||||
Pentair plc
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100
|
|
150.88
|
|
242.46
|
|
210.55
|
|
160.41
|
|
186.07
|
|
S&P 500 Index
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100
|
|
116.00
|
|
153.57
|
|
174.60
|
|
177.01
|
|
198.18
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S&P 500 Industrials Index
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100
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115.35
|
|
162.67
|
|
178.21
|
|
173.70
|
|
206.46
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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
|
||||||
October 1 – October 29, 2016
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1,633
|
|
$
|
59.95
|
|
—
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|
$
|
800,000,049
|
|
October 30 – November 26, 2016
|
1,181
|
|
56.44
|
|
—
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|
800,000,049
|
|
||
November 27 – December 31, 2016
|
1,596
|
|
58.34
|
|
—
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|
800,000,049
|
|
||
Total
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4,410
|
|
|
—
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(a)
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The purchases in this column include
1,633
shares for the period
October 1 – October 29, 2016
,
1,181
shares for the period
October 30 – November 26, 2016
, and
1,596
shares for the period
November 27 – December 31, 2016
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 $1.0 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
. We have
$800.0 million
remaining availability for repurchases under the 2014 authorization.
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Years ended December 31
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|||||||||||||
In millions, except per-share data
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2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Consolidated statements of operations and comprehensive income (loss) data
|
|
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|
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|
||||||||||
Net sales
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$
|
4,890.0
|
|
$
|
4,616.4
|
|
$
|
4,666.8
|
|
$
|
4,553.7
|
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$
|
3,767.4
|
|
Operating income
|
700.7
|
|
616.1
|
|
538.5
|
|
529.2
|
|
76.4
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|
|||||
Net income (loss) from continuing operations attributable to Pentair plc
|
451.6
|
|
397.1
|
|
356.6
|
|
354.8
|
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(21.3
|
)
|
|||||
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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$
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2.49
|
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$
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2.20
|
|
$
|
1.87
|
|
$
|
1.76
|
|
$
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(0.17
|
)
|
Weighted average shares
|
181.3
|
|
180.3
|
|
190.6
|
|
201.1
|
|
127.4
|
|
|||||
Diluted:
|
|
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|
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|
||||||||||
Earnings (loss) per ordinary share from continuing operations attributable to Pentair plc
|
$
|
2.47
|
|
$
|
2.17
|
|
$
|
1.84
|
|
$
|
1.73
|
|
$
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(0.17
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)
|
Weighted average shares
|
183.1
|
|
182.6
|
|
193.7
|
|
204.6
|
|
127.4
|
|
|||||
Cash dividends declared and paid per ordinary share
|
$
|
1.34
|
|
$
|
1.28
|
|
$
|
1.10
|
|
$
|
0.96
|
|
$
|
0.88
|
|
Cash dividends declared and unpaid per ordinary share
|
0.345
|
|
0.33
|
|
0.64
|
|
0.50
|
|
0.46
|
|
|||||
Consolidated balance sheets data
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
11,534.8
|
|
$
|
11,833.5
|
|
$
|
10,643.8
|
|
$
|
11,732.5
|
|
$
|
11,870.6
|
|
Total debt
|
4,279.2
|
|
4,685.8
|
|
2,988.4
|
|
2,532.6
|
|
2,430.9
|
|
|||||
Total equity
|
4,254.4
|
|
4,008.8
|
|
4,663.8
|
|
6,217.7
|
|
6,487.5
|
|
•
|
Despite the favorable long-term outlook for our end-markets, we experience differing levels of volatility depending on the end-market and may continue to do so over the medium and longer term. During 2015 and 2016, our core sales have been challenged by broad-based industrial capital expenditure and maintenance deferrals. We expect this trend to continue into 2017.
|
•
|
We experienced declines within our industrial and energy businesses. We expect headwinds in the industrial and energy businesses to continue and oil prices to remain depressed into 2017.
|
•
|
We initiated restructuring actions to offset the negative earnings impact of core revenue decline and foreign exchange. We expect to continue these actions into 2017 and these actions will contribute to margin growth in 2017.
|
•
|
In late 2015 and continuing through 2016, 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 2017.
|
•
|
We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the United States. We are reinforcing our businesses to more effectively address these opportunities through research and development and additional sales and marketing resources. Unless we successfully penetrate these markets, our core sales growth will likely be limited or may decline.
|
•
|
We have experienced material and other cost inflation. We strive for productivity improvements, and we implement increases in selling prices to help mitigate this inflation. We expect the current economic environment will result in continuing price volatility for many of our raw materials, and we are uncertain as to the timing and impact of these market changes.
|
•
|
Reducing long-term debt and overall leverage through improved cash flow performance and the pending sale of the Valves & Controls business;
|
•
|
Driving operating excellence through lean enterprise initiatives, with specific focus on sourcing and supply management, cash flow management and lean operations;
|
•
|
Achieving differentiated revenue growth through new products and global and market expansion;
|
•
|
Optimizing our technological capabilities to increasingly generate innovative new products; and
|
•
|
Focusing on developing global talent in light of our global presence.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2016
|
2015
|
2014
|
|
2016 vs 2015
|
2015 vs 2014
|
||||||||
Net sales
|
$
|
4,890.0
|
|
$
|
4,616.4
|
|
$
|
4,666.8
|
|
|
5.9
|
%
|
(1.1
|
)%
|
Cost of goods sold
|
3,095.9
|
|
3,017.6
|
|
3,046.3
|
|
|
2.6
|
%
|
(0.9
|
)%
|
|||
Gross profit
|
1,794.1
|
|
1,598.8
|
|
1,620.5
|
|
|
12.2
|
%
|
(1.3
|
)%
|
|||
% of net sales
|
36.7
|
%
|
34.6
|
%
|
34.7
|
%
|
|
2.1 pts
|
|
(0.1) pts
|
|
|||
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
979.3
|
|
884.0
|
|
985.6
|
|
|
10.8
|
%
|
(10.3
|
)%
|
|||
% of net sales
|
20.0
|
%
|
19.1
|
%
|
21.1
|
%
|
|
0.9 pts
|
|
(2.0) pts
|
|
|||
Research and development
|
114.1
|
|
98.7
|
|
96.4
|
|
|
15.6
|
%
|
2.4
|
%
|
|||
% of net sales
|
2.3
|
%
|
2.1
|
%
|
2.1
|
%
|
|
0.2 pts
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||||
Operating income
|
700.7
|
|
616.1
|
|
538.5
|
|
|
13.7
|
%
|
14.4
|
%
|
|||
% of net sales
|
14.3
|
%
|
13.3
|
%
|
11.5
|
%
|
|
1.0 pts
|
|
1.8 pts
|
|
|||
|
|
|
|
|
|
|
||||||||
Loss on sale of businesses, net
|
3.9
|
|
3.2
|
|
0.2
|
|
|
21.9
|
%
|
N.M.
|
|
|||
Net interest expense
|
140.1
|
|
101.9
|
|
68.6
|
|
|
37.5
|
%
|
48.5
|
%
|
|||
|
|
|
|
|
|
|
||||||||
Income from continuing operations before income taxes
|
561.0
|
|
512.5
|
|
470.9
|
|
|
9.5
|
%
|
8.8
|
%
|
|||
Provision for income taxes
|
109.4
|
|
115.4
|
|
114.3
|
|
|
(5.2
|
)%
|
1.0
|
%
|
|||
Effective tax rate
|
19.5
|
%
|
22.5
|
%
|
24.3
|
%
|
|
(3.0) pts
|
|
(1.8) pts
|
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||
Volume
|
(1.7
|
)%
|
|
0.5
|
%
|
Price
|
0.3
|
|
|
0.6
|
|
Core growth
|
(1.4
|
)
|
|
1.1
|
|
Acquisition
|
8.1
|
|
|
3.1
|
|
Currency
|
(0.8
|
)
|
|
(5.3
|
)
|
Total
|
5.9
|
%
|
|
(1.1
|
)%
|
•
|
sales of
$516.1 million
in
2016
as a result of the ERICO Acquisition, compared to sales of
$147.0 million
in
2015
; and
|
•
|
core sales growth in Water Quality Systems, primarily as the result of increased volume in the United States and Canada.
|
•
|
continued slowdown in capital spending, particularly in our industrial and energy businesses, driving core sales declines in Flow & Filtration Solutions and Technical Solutions;
|
•
|
slowing economic activity in certain developing regions, including China and Brazil; and
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects.
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects;
|
•
|
a slowdown in industrial capital spending, particularly in our industrial and infrastructure businesses; and
|
•
|
slowing economic activity in China, Brazil and other developing markets.
|
•
|
sales of
$147.0 million
as a result of the ERICO Acquisition;
|
•
|
core sales growth in Water Quality Systems and Technical Solutions, primarily as the result of increased volume in the United States and Canada; and
|
•
|
core sales growth in our food & beverage and residential & commercial businesses.
|
•
|
higher sales volumes, which resulted in increased leverage on fixed expenses included in cost of goods sold;
|
•
|
higher contribution margin as a result of savings generated from our Pentair Integrated Management System ("PIMS") initiatives including lean and supply management practices; and
|
•
|
a decrease in cost of goods sold of $35.7 million in 2016 compared to 2015 as a result of inventory fair value step-up recorded as part of the Technical Solutions acquisitions in 2015.
|
•
|
inflationary increases related to raw materials and labor costs.
|
•
|
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; and
|
•
|
inflationary increases related to raw materials and labor costs.
|
•
|
higher contribution margin as a result of savings generated from our PIMS initiatives including lean and supply management practices.
|
•
|
"mark-to-market" actuarial losses related to pension and other post-retirement benefit plans of $4.2 million in 2016, compared to "mark-to-market" actuarial gains of
$23.0 million
in 2015;
|
•
|
an increase in intangible asset amortization as a result of the ERICO Acquisition that occurred at the end of the third quarter in 2015;
|
•
|
a non-cash impairment charge of $13.3 million related to a trade name intangible asset in Technical Solutions; and
|
•
|
increased investment in sales and marketing to drive growth.
|
•
|
restructuring costs of
$24.5 million
in
2016
, compared to
$41.3 million
in
2015
;
|
•
|
deal related costs and expenses of $14.3 million in 2015, which did not occur in 2016; and
|
•
|
savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
•
|
"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 $31.5 million in 2014;
|
•
|
costs of $10.3 million incurred in 2014 as a result of the Redomicile of the Company from Switzerland to Ireland, which did not occur in 2015; and
|
•
|
cost savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
•
|
deal related costs and expenses of $14.3 million in 2015; and
|
•
|
lower sales volume and the resultant loss of leverage on fixed operating expenses.
|
•
|
the impact of higher debt levels during 2016, compared to 2015, primarily as the result of the September 2015 issuance of senior notes used to finance the ERICO Acquisition; and
|
•
|
increased overall interest rates in effect on our outstanding debt.
|
•
|
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; and
|
•
|
the impact of higher debt levels during 2015, compared to 2014, primarily as the result of the September 2015 issuance of senior notes used to finance the ERICO Acquisition.
|
•
|
the mix of global earnings toward lower tax jurisdictions; and
|
•
|
the unfavorable tax impact of transaction costs in 2015 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 unfavorable tax impact of transaction costs in 2015 related to the ERICO Acquisition.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2016
|
2015
|
2014
|
|
2016 vs 2015
|
2015 vs 2014
|
||||||||
Net sales
|
$
|
1,428.2
|
|
$
|
1,381.5
|
|
$
|
1,356.4
|
|
|
3.4
|
%
|
1.9
|
%
|
Segment income
|
313.3
|
|
281.8
|
|
253.3
|
|
|
11.2
|
%
|
11.3
|
%
|
|||
% of net sales
|
21.9
|
%
|
20.4
|
%
|
18.7
|
%
|
|
1.5 pts
|
|
1.7 pts
|
|
•
|
core sales growth related to higher sales of certain pool products primarily serving North American residential housing in 2016; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects; and
|
•
|
core sales declines in Western Europe, Asia and in certain developing regions.
|
•
|
core sales growth related to higher sales of certain pool products primarily serving North American residential housing 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.
|
|
2016
|
2015
|
||
Growth
|
0.6
|
pts
|
0.3
|
pts
|
Inflation
|
(0.9
|
)
|
(1.0
|
)
|
Productivity/Price
|
1.8
|
|
2.4
|
|
Total
|
1.5
|
pts
|
1.7
|
pts
|
•
|
favorable material savings and product mix offsetting inflation;
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
•
|
cost savings generated from PIMS initiatives including lean and supply management practices.
|
•
|
inflationary increases related to labor costs and certain raw materials; and
|
•
|
continued growth investments in research & development and sales & marketing.
|
•
|
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.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2016
|
2015
|
2014
|
|
2016 vs 2015
|
2015 vs 2014
|
||||||||
Net sales
|
$
|
1,363.1
|
|
$
|
1,441.6
|
|
$
|
1,603.1
|
|
|
(5.4
|
)%
|
(10.1
|
)%
|
Segment income
|
180.7
|
|
187.2
|
|
201.3
|
|
|
(3.5
|
)%
|
(7.0
|
)%
|
|||
% of net sales
|
13.3
|
%
|
13.0
|
%
|
12.6
|
%
|
|
0.3 pts
|
|
0.4 pts
|
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||
Volume
|
(5.6
|
)%
|
|
(4.6
|
)%
|
Price
|
0.8
|
|
|
1.0
|
|
Core growth
|
(4.8
|
)
|
|
(3.6
|
)
|
Currency
|
(0.6
|
)
|
|
(6.5
|
)
|
Total
|
(5.4
|
)%
|
|
(10.1
|
)%
|
•
|
continued slowdown in industrial capital spending, driving core sales declines in our industrial business;
|
•
|
core sales declines in the food & beverage business due mainly to weak irrigation sales and lower project sales;
|
•
|
continued sales declines in China, Southeast Asia and Brazil as the result of economic uncertainty; and
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects.
|
•
|
core sales growth related to higher sales of pump and filtration solutions serving the infrastructure business;
|
•
|
core growth in the Middle East; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
•
|
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.
|
|
2016
|
2015
|
||
Growth
|
(1.5
|
) pts
|
(2.6
|
) pts
|
Inflation
|
(1.1
|
)
|
(1.4
|
)
|
Productivity/Price
|
2.9
|
|
4.4
|
|
Total
|
0.3
|
pts
|
0.4
|
pts
|
•
|
selective increases in selling prices to mitigate inflationary cost increases;
|
•
|
savings driven from cost-out actions; and
|
•
|
savings generated from our PIMS initiatives, including lean and supply management practices.
|
•
|
lower core sales volumes, which resulted in decreased leverage on operating expenses;
|
•
|
negative product mix and pricing pressure; and
|
•
|
inflationary increases related to labor and certain raw materials.
|
•
|
price increases more than offsetting inflationary cost increases;
|
•
|
savings driven from cost-out actions; and
|
•
|
savings generated from our PIMS initiatives, including lean and supply management practices.
|
•
|
lower core sales volumes, which resulted in decreased leverage on operating expenses; and
|
•
|
inflationary increases related to labor and certain raw materials.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2016
|
2015
|
2014
|
|
2016 vs 2015
|
2015 vs 2014
|
||||||||
Net sales
|
$
|
2,116.0
|
|
$
|
1,809.3
|
|
$
|
1,728.1
|
|
|
17.0
|
%
|
4.7
|
%
|
Segment income
|
447.2
|
|
395.0
|
|
378.1
|
|
|
13.2
|
%
|
4.5
|
%
|
|||
% of net sales
|
21.1
|
%
|
21.8
|
%
|
21.9
|
%
|
|
(0.7) pts
|
|
(0.1) pts
|
|
•
|
sales of
$516.1 million
in
2016
as a result of the ERICO Acquisition, compared to sales of
$147.0 million
in
2015
; and
|
•
|
core growth in our industrial and residential & commercial businesses.
|
•
|
continued slowdown in capital spending, particularly in the energy and infrastructure businesses, driving core sales declines; and
|
•
|
a strong U.S. dollar causing unfavorable foreign currency effects.
|
•
|
sales of
$147.0 million
as a result of the ERICO Acquisition;
|
•
|
core growth in our residential & commercial and energy businesses; and
|
•
|
higher project core sales volume in the U.S. 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.
|
|
2015
|
2014
|
||
Growth/Acquisition
|
(1.0
|
) pts
|
(0.9
|
) pts
|
Inflation
|
(1.1
|
)
|
(1.1
|
)
|
Productivity/Price
|
1.4
|
|
1.9
|
|
Total
|
(0.7
|
) pts
|
(0.1
|
) pts
|
•
|
lower margin project sales not offsetting the decline in higher margin product sales; and
|
•
|
inflationary increases related to labor costs and certain raw materials.
|
•
|
higher core sales in our industrial and residential & commercial businesses, which resulted in increased leverage on operating expenses; and
|
•
|
strong contribution and integration synergies as a result of the ERICO Acquisition.
|
•
|
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.
|
|
Years ended December 31
|
||||||||||||||||||||
In millions
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
Total
|
||||||||||||||
Debt obligations
|
$
|
0.8
|
|
$
|
500.0
|
|
$
|
2,096.2
|
|
$
|
400.0
|
|
$
|
500.0
|
|
$
|
800.0
|
|
$
|
4,297.0
|
|
Interest obligations on fixed-rate debt
|
107.0
|
|
98.1
|
|
83.5
|
|
64.2
|
|
38.3
|
|
55.3
|
|
446.4
|
|
|||||||
Operating lease obligations, net of sublease rentals
|
29.8
|
|
23.9
|
|
19.3
|
|
14.4
|
|
10.7
|
|
12.2
|
|
110.3
|
|
|||||||
Purchase and marketing obligations
|
61.2
|
|
19.0
|
|
5.0
|
|
2.4
|
|
2.4
|
|
9.5
|
|
99.5
|
|
|||||||
Pension and other post-retirement plan contributions
|
13.5
|
|
13.5
|
|
14.4
|
|
16.1
|
|
13.9
|
|
71.4
|
|
142.8
|
|
|||||||
Total contractual obligations, net
|
$
|
212.3
|
|
$
|
654.5
|
|
$
|
2,218.4
|
|
$
|
497.1
|
|
$
|
565.3
|
|
$
|
948.4
|
|
$
|
5,096.0
|
|
|
Years ended December 31
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Net cash provided by (used for) operating activities of continuing operations
|
$
|
702.4
|
|
$
|
597.7
|
|
$
|
676.0
|
|
Capital expenditures
|
(117.8
|
)
|
(91.3
|
)
|
(83.7
|
)
|
|||
Proceeds from sale of property and equipment
|
24.7
|
|
4.6
|
|
1.9
|
|
|||
Free cash flow from continuing operations
|
$
|
609.3
|
|
$
|
511.0
|
|
$
|
594.2
|
|
Net cash provided by (used for) operating activities of discontinued operations
|
159.0
|
|
141.6
|
|
332.4
|
|
|||
Capital expenditures of discontinued operations
|
(20.4
|
)
|
(43.0
|
)
|
(45.9
|
)
|
|||
Proceeds from sale of property and equipment of discontinued operations
|
21.9
|
|
22.7
|
|
11.2
|
|
|||
Free cash flow
|
$
|
769.8
|
|
$
|
632.3
|
|
$
|
891.9
|
|
•
|
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
|
2016
|
2015
|
2014
|
||||||
Net sales
|
$
|
4,890.0
|
|
$
|
4,616.4
|
|
$
|
4,666.8
|
|
Cost of goods sold
|
3,095.9
|
|
3,017.6
|
|
3,046.3
|
|
|||
Gross profit
|
1,794.1
|
|
1,598.8
|
|
1,620.5
|
|
|||
Selling, general and administrative
|
979.3
|
|
884.0
|
|
985.6
|
|
|||
Research and development
|
114.1
|
|
98.7
|
|
96.4
|
|
|||
Operating income
|
700.7
|
|
616.1
|
|
538.5
|
|
|||
Other (income) expense
|
|
|
|
||||||
Loss on sale of businesses, net
|
3.9
|
|
3.2
|
|
0.2
|
|
|||
Equity income of unconsolidated subsidiaries
|
(4.3
|
)
|
(1.5
|
)
|
(1.2
|
)
|
|||
Interest income
|
(8.3
|
)
|
(4.7
|
)
|
(2.3
|
)
|
|||
Interest expense
|
148.4
|
|
106.6
|
|
70.9
|
|
|||
Income from continuing operations before income taxes
|
561.0
|
|
512.5
|
|
470.9
|
|
|||
Provision for income taxes
|
109.4
|
|
115.4
|
|
114.3
|
|
|||
Net income from continuing operations
|
451.6
|
|
397.1
|
|
356.6
|
|
|||
Income (loss) from discontinued operations, net of tax
|
70.0
|
|
(466.8
|
)
|
244.0
|
|
|||
Gain (loss) from sale / impairment of discontinued operations, net of tax
|
0.6
|
|
(6.7
|
)
|
(385.7
|
)
|
|||
Net income (loss)
|
$
|
522.2
|
|
$
|
(76.4
|
)
|
$
|
214.9
|
|
Comprehensive income (loss), net of tax
|
|
|
|
||||||
Net income (loss)
|
$
|
522.2
|
|
$
|
(76.4
|
)
|
$
|
214.9
|
|
Changes in cumulative translation adjustment
|
(83.0
|
)
|
(264.9
|
)
|
(336.3
|
)
|
|||
Changes in market value of derivative financial instruments, net of $1.9, $0.5 and $1.1 tax, respectively
|
(8.3
|
)
|
0.2
|
|
(0.4
|
)
|
|||
Comprehensive income (loss)
|
$
|
430.9
|
|
$
|
(341.1
|
)
|
$
|
(121.8
|
)
|
Earnings (loss) per ordinary share
|
|
|
|
||||||
Basic
|
|
|
|
||||||
Continuing operations
|
$
|
2.49
|
|
$
|
2.20
|
|
$
|
1.87
|
|
Discontinued operations
|
0.39
|
|
(2.62
|
)
|
(0.74
|
)
|
|||
Basic earnings (loss) per ordinary share
|
$
|
2.88
|
|
$
|
(0.42
|
)
|
$
|
1.13
|
|
Diluted
|
|
|
|
||||||
Continuing operations
|
$
|
2.47
|
|
$
|
2.17
|
|
$
|
1.84
|
|
Discontinued operations
|
0.38
|
|
(2.59
|
)
|
(0.73
|
)
|
|||
Diluted earnings (loss) per ordinary share
|
$
|
2.85
|
|
$
|
(0.42
|
)
|
$
|
1.11
|
|
Weighted average ordinary shares outstanding
|
|
|
|
||||||
Basic
|
181.3
|
|
180.3
|
|
190.6
|
|
|||
Diluted
|
183.1
|
|
182.6
|
|
193.7
|
|
|
December 31
|
|||||
In millions, except per-share data
|
2016
|
2015
|
||||
Assets
|
||||||
Current assets
|
|
|
||||
Cash and cash equivalents
|
$
|
238.5
|
|
$
|
126.3
|
|
Accounts and notes receivable, net of allowances of $25.6 and $46.1, respectively
|
764.0
|
|
773.2
|
|
||
Inventories
|
524.2
|
|
564.7
|
|
||
Other current assets
|
253.4
|
|
220.0
|
|
||
Current assets held for sale
|
891.9
|
|
1,093.4
|
|
||
Total current assets
|
2,672.0
|
|
2,777.6
|
|
||
Property, plant and equipment, net
|
538.6
|
|
539.8
|
|
||
Other assets
|
|
|
||||
Goodwill
|
4,217.4
|
|
4,259.0
|
|
||
Intangibles, net
|
1,631.8
|
|
1,747.4
|
|
||
Other non-current assets
|
182.1
|
|
161.1
|
|
||
Non-current assets held for sale
|
2,292.9
|
|
2,348.6
|
|
||
Total other assets
|
8,324.2
|
|
8,516.1
|
|
||
Total assets
|
$
|
11,534.8
|
|
$
|
11,833.5
|
|
Liabilities and Equity
|
||||||
Current liabilities
|
|
|
||||
Current maturities of long-term debt and short-term borrowings
|
$
|
0.8
|
|
$
|
—
|
|
Accounts payable
|
436.6
|
|
403.8
|
|
||
Employee compensation and benefits
|
166.1
|
|
162.6
|
|
||
Other current liabilities
|
511.5
|
|
487.1
|
|
||
Current liabilities held for sale
|
356.2
|
|
433.0
|
|
||
Total current liabilities
|
1,471.2
|
|
1,486.5
|
|
||
Other liabilities
|
|
|
||||
Long-term debt
|
4,278.4
|
|
4,685.8
|
|
||
Pension and other post-retirement compensation and benefits
|
253.4
|
|
244.6
|
|
||
Deferred tax liabilities
|
609.5
|
|
670.2
|
|
||
Other non-current liabilities
|
162.0
|
|
192.4
|
|
||
Non-current liabilities held for sale
|
505.9
|
|
545.2
|
|
||
Total liabilities
|
7,280.4
|
|
7,824.7
|
|
||
Equity
|
|
|
||||
Ordinary shares $0.01 par value, 426.0 authorized, 181.8 and 180.5 issued at December 31, 2016 and December 31, 2015, respectively
|
1.8
|
|
1.8
|
|
||
Additional paid-in capital
|
2,920.8
|
|
2,860.3
|
|
||
Retained earnings
|
2,068.1
|
|
1,791.7
|
|
||
Accumulated other comprehensive loss
|
(736.3
|
)
|
(645.0
|
)
|
||
Total equity
|
4,254.4
|
|
4,008.8
|
|
||
Total liabilities and equity
|
$
|
11,534.8
|
|
$
|
11,833.5
|
|
|
Years ended December 31
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Operating activities
|
|
|
|
||||||
Net income (loss)
|
$
|
522.2
|
|
$
|
(76.4
|
)
|
$
|
214.9
|
|
(Income) loss from discontinued operations, net of tax
|
(70.0
|
)
|
466.8
|
|
(244.0
|
)
|
|||
(Gain) loss from sale / impairment of discontinued operations, net of tax
|
(0.6
|
)
|
6.7
|
|
385.7
|
|
|||
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by (used for) operating activities of continuing operations
|
|
|
|
||||||
Equity income of unconsolidated subsidiaries
|
(4.3
|
)
|
(1.5
|
)
|
(1.2
|
)
|
|||
Depreciation
|
84.6
|
|
81.2
|
|
79.7
|
|
|||
Amortization
|
96.4
|
|
68.1
|
|
60.6
|
|
|||
Loss on sale of businesses, net
|
3.9
|
|
3.2
|
|
0.2
|
|
|||
Deferred income taxes
|
(16.1
|
)
|
(2.3
|
)
|
(23.0
|
)
|
|||
Share-based compensation
|
34.2
|
|
33.0
|
|
33.6
|
|
|||
Impairment of trade names
|
13.3
|
|
—
|
|
—
|
|
|||
Excess tax benefits from share-based compensation
|
(8.0
|
)
|
(6.0
|
)
|
(12.6
|
)
|
|||
Amortization of bridge financing debt issuance costs
|
—
|
|
10.8
|
|
—
|
|
|||
Pension and other post-retirement expense
|
31.8
|
|
9.4
|
|
57.5
|
|
|||
Pension and other post-retirement contributions
|
(13.5
|
)
|
(12.7
|
)
|
(12.6
|
)
|
|||
Changes in assets and liabilities, net of effects of business acquisitions
|
|
|
|
||||||
Accounts and notes receivable
|
21.3
|
|
(6.2
|
)
|
15.3
|
|
|||
Inventories
|
34.3
|
|
54.7
|
|
30.8
|
|
|||
Other current assets
|
(15.8
|
)
|
(27.3
|
)
|
(25.8
|
)
|
|||
Accounts payable
|
38.0
|
|
10.6
|
|
5.3
|
|
|||
Employee compensation and benefits
|
7.0
|
|
(15.6
|
)
|
(1.7
|
)
|
|||
Other current liabilities
|
51.6
|
|
(16.6
|
)
|
60.4
|
|
|||
Other non-current assets and liabilities
|
(107.9
|
)
|
17.8
|
|
52.9
|
|
|||
Net cash provided by (used for) operating activities of continuing operations
|
702.4
|
|
597.7
|
|
676.0
|
|
|||
Net cash provided by (used for) operating activities of discontinued operations
|
159.0
|
|
141.6
|
|
332.4
|
|
|||
Net cash provided by (used for) operating activities
|
861.4
|
|
739.3
|
|
1,008.4
|
|
|||
Investing activities
|
|
|
|
||||||
Capital expenditures
|
(117.8
|
)
|
(91.3
|
)
|
(83.7
|
)
|
|||
Proceeds from sale of property and equipment
|
24.7
|
|
4.6
|
|
1.9
|
|
|||
Acquisitions, net of cash acquired
|
(25.0
|
)
|
(1,913.9
|
)
|
(12.3
|
)
|
|||
Other
|
(5.2
|
)
|
(3.0
|
)
|
0.2
|
|
|||
Net cash provided by (used for) investing activities of continuing operations
|
(123.3
|
)
|
(2,003.6
|
)
|
(93.9
|
)
|
|||
Net cash provided by (used for) investing activities of discontinued operations
|
1.5
|
|
38.1
|
|
(34.4
|
)
|
|||
Net cash provided by (used for) investing activities
|
(121.8
|
)
|
(1,965.5
|
)
|
(128.3
|
)
|
|||
Financing activities
|
|
|
|
||||||
Net receipts (repayments) of short-term borrowings
|
0.8
|
|
(2.3
|
)
|
0.5
|
|
|||
Net receipts (repayments) of commercial paper and revolving long-term debt
|
(385.3
|
)
|
363.5
|
|
468.6
|
|
|||
Proceeds from long-term debt
|
—
|
|
1,714.8
|
|
2.2
|
|
|||
Repayment of long-term debt
|
(0.7
|
)
|
(356.6
|
)
|
(16.8
|
)
|
|||
Debt issuance costs
|
—
|
|
(26.8
|
)
|
(3.1
|
)
|
|||
Excess tax benefits from share-based compensation
|
8.0
|
|
6.0
|
|
12.6
|
|
|||
Shares issued to employees, net of shares withheld
|
20.7
|
|
19.4
|
|
37.0
|
|
|||
Repurchases of ordinary shares
|
—
|
|
(200.0
|
)
|
(1,150.0
|
)
|
|||
Dividends paid
|
(243.6
|
)
|
(231.7
|
)
|
(211.4
|
)
|
|||
Purchase of noncontrolling interest
|
—
|
|
—
|
|
(134.7
|
)
|
|||
Net cash provided by (used for) financing activities
|
(600.1
|
)
|
1,286.3
|
|
(995.1
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(27.3
|
)
|
(44.2
|
)
|
(30.6
|
)
|
|||
Change in cash and cash equivalents
|
112.2
|
|
15.9
|
|
(145.6
|
)
|
|||
Cash and cash equivalents, beginning of year
|
126.3
|
|
110.4
|
|
256.0
|
|
|||
Cash and cash equivalents, end of year
|
$
|
238.5
|
|
$
|
126.3
|
|
$
|
110.4
|
|
In millions
|
Ordinary shares
|
|
Treasury shares
|
Additional paid-in capital
|
Retained earnings
|
Accumulated other comprehensive loss
|
Total Pentair plc
|
Non-controlling interest
|
Total
|
||||||||||||||||||||
Number
|
Amount
|
|
Number
|
Amount
|
|||||||||||||||||||||||||
Balance - December 31, 2013
|
213.0
|
|
$
|
113.5
|
|
|
(15.6
|
)
|
$
|
(875.1
|
)
|
$
|
5,071.4
|
|
$
|
1,829.1
|
|
$
|
(43.6
|
)
|
$
|
6,095.3
|
|
$
|
122.4
|
|
$
|
6,217.7
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
214.9
|
|
—
|
|
214.9
|
|
—
|
|
214.9
|
|
||||||||
Other comprehensive 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 loss
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(76.4
|
)
|
—
|
|
(76.4
|
)
|
—
|
|
(76.4
|
)
|
||||||||
Other comprehensive 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
|
|
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
522.2
|
|
—
|
|
522.2
|
|
—
|
|
522.2
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(91.3
|
)
|
(91.3
|
)
|
—
|
|
(91.3
|
)
|
||||||||
Tax benefit of share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
5.5
|
|
—
|
|
—
|
|
5.5
|
|
—
|
|
5.5
|
|
||||||||
Dividends declared
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(245.8
|
)
|
—
|
|
(245.8
|
)
|
—
|
|
(245.8
|
)
|
||||||||
Exercise of options, net of shares tendered for payment
|
1.0
|
|
—
|
|
|
—
|
|
—
|
|
31.6
|
|
—
|
|
—
|
|
31.6
|
|
—
|
|
31.6
|
|
||||||||
Issuance of restricted shares, net of cancellations
|
0.5
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Shares surrendered by employees to pay taxes
|
(0.2
|
)
|
—
|
|
|
—
|
|
—
|
|
(10.8
|
)
|
—
|
|
—
|
|
(10.8
|
)
|
—
|
|
(10.8
|
)
|
||||||||
Share-based compensation
|
—
|
|
—
|
|
|
—
|
|
—
|
|
34.2
|
|
—
|
|
—
|
|
34.2
|
|
—
|
|
34.2
|
|
||||||||
Balance - December 31, 2016
|
181.8
|
|
$
|
1.8
|
|
|
—
|
|
$
|
—
|
|
$
|
2,920.8
|
|
$
|
2,068.1
|
|
$
|
(736.3
|
)
|
$
|
4,254.4
|
|
$
|
—
|
|
$
|
4,254.4
|
|
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
|
$
|
11.8
|
|
$
|
11.8
|
|
Accounts receivable
|
75.9
|
|
75.9
|
|
||
Inventories
|
102.4
|
|
101.8
|
|
||
Other current assets
|
2.9
|
|
2.8
|
|
||
Property, plant and equipment
|
53.4
|
|
53.1
|
|
||
Identifiable intangible assets
|
1,033.8
|
|
1,033.8
|
|
||
Goodwill
|
1,061.9
|
|
1,031.0
|
|
||
Current liabilities
|
(97.2
|
)
|
(94.7
|
)
|
||
Deferred income taxes, including current
|
(418.8
|
)
|
(382.3
|
)
|
||
Other liabilities
|
(8.0
|
)
|
(15.1
|
)
|
||
Purchase price
|
$
|
1,818.1
|
|
$
|
1,818.1
|
|
|
Years ended December 31
|
|||||
In millions, except share and per-share data
|
2015
|
2014
|
||||
Pro forma net sales
|
$
|
5,002.6
|
|
$
|
5,223.8
|
|
Pro forma net income from continuing operations
|
460.4
|
|
358.8
|
|
||
Pro forma earnings per ordinary share - continuing operations
|
|
|
||||
Basic
|
$
|
2.55
|
|
$
|
1.88
|
|
Diluted
|
2.52
|
|
1.85
|
|
3.
|
Discontinued Operations
|
|
Years ended December 31
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Net sales
|
$
|
1,639.4
|
|
$
|
1,858.6
|
|
$
|
2,673.3
|
|
Cost of goods sold
|
1,177.1
|
|
1,271.2
|
|
1,785.1
|
|
|||
Gross profit
|
462.3
|
|
587.4
|
|
888.2
|
|
|||
Selling, general and administrative
|
367.6
|
|
457.8
|
|
551.5
|
|
|||
Research and development
|
18.2
|
|
21.2
|
|
23.4
|
|
|||
Impairment of goodwill and trade names
|
—
|
|
554.7
|
|
—
|
|
|||
Operating income (loss)
|
$
|
76.5
|
|
$
|
(446.3
|
)
|
$
|
313.3
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before income taxes
|
$
|
77.2
|
|
$
|
(445.5
|
)
|
$
|
314.9
|
|
Provision for income taxes
|
7.2
|
|
21.3
|
|
70.9
|
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
70.0
|
|
$
|
(466.8
|
)
|
$
|
244.0
|
|
|
|
|
|
||||||
Gain (loss) from sale / impairment of discontinued operations before income taxes
|
$
|
0.6
|
|
$
|
(6.7
|
)
|
$
|
(400.4
|
)
|
Income tax benefit
|
—
|
|
—
|
|
14.7
|
|
|||
Gain (loss) from sale / impairment of discontinued operations, net of tax
|
$
|
0.6
|
|
$
|
(6.7
|
)
|
$
|
(385.7
|
)
|
|
December 31
|
|||||
In millions
|
2016
|
2015
|
||||
Accounts and notes receivable, net
|
$
|
365.4
|
|
$
|
394.5
|
|
Inventories
|
491.5
|
|
609.6
|
|
||
Other current assets
|
35.0
|
|
89.3
|
|
||
Current assets held for sale
|
$
|
891.9
|
|
$
|
1,093.4
|
|
Property, plant and equipment, net
|
$
|
361.5
|
|
$
|
403.1
|
|
Goodwill
|
996.4
|
|
996.4
|
|
||
Intangibles, net
|
703.5
|
|
742.7
|
|
||
Asbestos-related insurance receivable
|
108.5
|
|
111.0
|
|
||
Other non-current assets
|
123.0
|
|
95.4
|
|
||
Non-current assets held for sale
|
$
|
2,292.9
|
|
$
|
2,348.6
|
|
Accounts payable
|
$
|
151.4
|
|
$
|
175.0
|
|
Employee compensation and benefits
|
61.5
|
|
100.3
|
|
||
Other current liabilities
|
143.3
|
|
157.7
|
|
||
Current liabilities held for sale
|
$
|
356.2
|
|
$
|
433.0
|
|
Pension and other post-retirement compensation and benefits
|
$
|
32.2
|
|
$
|
42.6
|
|
Deferred tax liabilities
|
162.8
|
|
173.9
|
|
||
Asbestos-related liabilities
|
228.3
|
|
237.9
|
|
||
Other non-current liabilities
|
82.6
|
|
90.8
|
|
||
Non-current liabilities held for sale
|
$
|
505.9
|
|
$
|
545.2
|
|
4.
|
Earnings (Loss) Per Share
|
|
Years ended December 31
|
||||||||
In millions, except per share data
|
2016
|
2015
|
2014
|
||||||
Net income (loss)
|
$
|
522.2
|
|
$
|
(76.4
|
)
|
$
|
214.9
|
|
Net income from continuing operations
|
$
|
451.6
|
|
$
|
397.1
|
|
$
|
356.6
|
|
Weighted average ordinary shares outstanding
|
|
|
|
||||||
Basic
|
181.3
|
|
180.3
|
|
190.6
|
|
|||
Dilutive impact of stock options and restricted stock awards
|
1.8
|
|
2.3
|
|
3.1
|
|
|||
Diluted
|
183.1
|
|
182.6
|
|
193.7
|
|
|||
Earnings (loss) per ordinary share
|
|
|
|
||||||
Basic
|
|
|
|
||||||
Continuing operations
|
$
|
2.49
|
|
$
|
2.20
|
|
$
|
1.87
|
|
Discontinued operations
|
0.39
|
|
(2.62
|
)
|
(0.74
|
)
|
|||
Basic earnings (loss) per ordinary share
|
$
|
2.88
|
|
$
|
(0.42
|
)
|
$
|
1.13
|
|
Diluted
|
|
|
|
||||||
Continuing operations
|
$
|
2.47
|
|
$
|
2.17
|
|
$
|
1.84
|
|
Discontinued operations
|
0.38
|
|
(2.59
|
)
|
(0.73
|
)
|
|||
Diluted earnings (loss) per ordinary share
|
$
|
2.85
|
|
$
|
(0.42
|
)
|
$
|
1.11
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
1.2
|
|
1.3
|
|
0.5
|
|
5.
|
Restructuring
|
|
Years ended December 31
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Severance and related costs
|
$
|
24.5
|
|
$
|
34.5
|
|
$
|
23.3
|
|
Other
|
—
|
|
6.8
|
|
16.2
|
|
|||
Total restructuring costs
|
$
|
24.5
|
|
$
|
41.3
|
|
$
|
39.5
|
|
|
Years ended December 31
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Water Quality Systems
|
$
|
6.0
|
|
$
|
6.2
|
|
$
|
15.2
|
|
Flow & Filtration Solutions
|
4.5
|
|
11.2
|
|
14.0
|
|
|||
Technical Solutions
|
12.3
|
|
15.7
|
|
4.3
|
|
|||
Other
|
1.7
|
|
8.2
|
|
6.0
|
|
|||
Consolidated
|
$
|
24.5
|
|
$
|
41.3
|
|
$
|
39.5
|
|
|
Years ended December 31
|
|||||
In millions
|
2016
|
2015
|
||||
Beginning balance
|
$
|
37.1
|
|
$
|
34.7
|
|
Costs incurred
|
24.5
|
|
34.5
|
|
||
Cash payments and other
|
(36.2
|
)
|
(32.1
|
)
|
||
Ending balance
|
$
|
25.4
|
|
$
|
37.1
|
|
6.
|
Goodwill and Other Identifiable Intangible Assets
|
In millions
|
December 31, 2015
|
Acquisitions/
divestitures |
Purchase accounting adjustments
|
Foreign currency
translation/other |
December 31, 2016
|
||||||||||
Water Quality Systems
|
$
|
1,121.1
|
|
$
|
20.8
|
|
$
|
—
|
|
$
|
(4.8
|
)
|
$
|
1,137.1
|
|
Flow & Filtration Solutions
|
882.7
|
|
—
|
|
—
|
|
(25.2
|
)
|
857.5
|
|
|||||
Technical Solutions
|
2,255.2
|
|
—
|
|
(30.9
|
)
|
(1.5
|
)
|
2,222.8
|
|
|||||
Total goodwill
|
$
|
4,259.0
|
|
$
|
20.8
|
|
$
|
(30.9
|
)
|
$
|
(31.5
|
)
|
$
|
4,217.4
|
|
In millions
|
December 31, 2014
|
Acquisitions/
divestitures |
Foreign currency
translation/other |
December 31, 2015
|
||||||||
Water Quality Systems
|
$
|
1,137.6
|
|
$
|
—
|
|
$
|
(16.5
|
)
|
$
|
1,121.1
|
|
Flow & Filtration Solutions
|
942.4
|
|
—
|
|
(59.7
|
)
|
882.7
|
|
||||
Technical Solutions
|
1,150.3
|
|
1,116.4
|
|
(11.5
|
)
|
2,255.2
|
|
||||
Total goodwill
|
$
|
3,230.3
|
|
$
|
1,116.4
|
|
$
|
(87.7
|
)
|
$
|
4,259.0
|
|
|
2016
|
|
2015
|
||||||||||||||||
In millions
|
Cost
|
Accumulated
amortization
|
Net
|
|
Cost
|
Accumulated
amortization
|
Net
|
||||||||||||
Finite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
1,478.0
|
|
$
|
(346.7
|
)
|
$
|
1,131.3
|
|
|
$
|
1,482.9
|
|
$
|
(266.9
|
)
|
$
|
1,216.0
|
|
Trade names
|
1.8
|
|
(1.4
|
)
|
0.4
|
|
|
1.8
|
|
(1.2
|
)
|
0.6
|
|
||||||
Proprietary technology and patents
|
141.3
|
|
(100.3
|
)
|
41.0
|
|
|
144.1
|
|
(89.8
|
)
|
54.3
|
|
||||||
Total finite-life intangibles
|
1,621.1
|
|
(448.4
|
)
|
1,172.7
|
|
|
1,628.8
|
|
(357.9
|
)
|
1,270.9
|
|
||||||
Indefinite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
459.1
|
|
—
|
|
459.1
|
|
|
476.5
|
|
—
|
|
476.5
|
|
||||||
Total intangibles
|
$
|
2,080.2
|
|
$
|
(448.4
|
)
|
$
|
1,631.8
|
|
|
$
|
2,105.3
|
|
$
|
(357.9
|
)
|
$
|
1,747.4
|
|
In millions
|
2017
|
2018
|
2019
|
2020
|
2021
|
||||||||||
Estimated amortization expense
|
$
|
95.5
|
|
$
|
94.0
|
|
$
|
91.6
|
|
$
|
85.0
|
|
$
|
80.0
|
|
7.
|
Supplemental Balance Sheet Information
|
|
December 31
|
|||||
In millions
|
2016
|
2015
|
||||
Inventories
|
|
|
||||
Raw materials and supplies
|
$
|
223.5
|
|
$
|
243.9
|
|
Work-in-process
|
67.3
|
|
74.4
|
|
||
Finished goods
|
233.4
|
|
246.4
|
|
||
Total inventories
|
$
|
524.2
|
|
$
|
564.7
|
|
Other current assets
|
|
|
||||
Cost in excess of billings
|
$
|
107.7
|
|
$
|
114.4
|
|
Prepaid expenses
|
68.7
|
|
59.1
|
|
||
Prepaid income taxes
|
67.2
|
|
0.8
|
|
||
Other current assets
|
9.8
|
|
45.7
|
|
||
Total other current assets
|
$
|
253.4
|
|
$
|
220.0
|
|
Property, plant and equipment, net
|
|
|
||||
Land and land improvements
|
$
|
66.2
|
|
$
|
86.6
|
|
Buildings and leasehold improvements
|
335.0
|
|
338.9
|
|
||
Machinery and equipment
|
932.5
|
|
960.2
|
|
||
Construction in progress
|
68.6
|
|
68.3
|
|
||
Total property, plant and equipment
|
1,402.3
|
|
1,454.0
|
|
||
Accumulated depreciation and amortization
|
863.7
|
|
914.2
|
|
||
Total property, plant and equipment, net
|
$
|
538.6
|
|
$
|
539.8
|
|
Other non-current assets
|
|
|
||||
Deferred income taxes
|
$
|
39.0
|
|
$
|
2.2
|
|
Deferred compensation plan assets
|
47.9
|
|
50.8
|
|
||
Other non-current assets
|
95.2
|
|
108.1
|
|
||
Total other non-current assets
|
$
|
182.1
|
|
$
|
161.1
|
|
Other current liabilities
|
|
|
||||
Dividends payable
|
$
|
61.8
|
|
$
|
59.6
|
|
Accrued warranty
|
38.9
|
|
47.0
|
|
||
Accrued rebates
|
78.2
|
|
50.7
|
|
||
Billings in excess of cost
|
22.5
|
|
32.0
|
|
||
Income taxes payable
|
87.3
|
|
58.9
|
|
||
Other current liabilities
|
222.8
|
|
238.9
|
|
||
Total other current liabilities
|
$
|
511.5
|
|
$
|
487.1
|
|
Other non-current liabilities
|
|
|
||||
Income taxes payable
|
$
|
36.1
|
|
$
|
46.8
|
|
Self-insurance liabilities
|
49.8
|
|
49.0
|
|
||
Deferred compensation plan liabilities
|
47.9
|
|
50.8
|
|
||
Other non-current liabilities
|
28.2
|
|
45.8
|
|
||
Total other non-current liabilities
|
$
|
162.0
|
|
$
|
192.4
|
|
8.
|
Supplemental Cash Flow Information
|
|
Years ended December 31
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Cash paid for interest, net
|
$
|
143.4
|
|
$
|
76.9
|
|
$
|
67.5
|
|
Cash paid for income taxes, net
|
145.1
|
|
182.8
|
|
134.2
|
|
9.
|
Accumulated Other Comprehensive Income (Loss)
|
|
December 31
|
|||||
In millions
|
2016
|
2015
|
||||
Cumulative translation adjustments
|
$
|
(718.9
|
)
|
$
|
(635.9
|
)
|
Change in market value of derivative financial instruments, net of tax
|
(17.4
|
)
|
(9.1
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(736.3
|
)
|
$
|
(645.0
|
)
|
10.
|
Debt
|
In millions
|
Average
interest rate at
|
Maturity
year
|
December 31
|
|||||
December 31, 2016
|
2016
|
2015
|
||||||
Commercial paper
|
1.754%
|
2019
|
$
|
398.7
|
|
$
|
179.5
|
|
Revolving credit facilities
|
2.192%
|
2019
|
576.8
|
|
1,181.4
|
|
||
Senior notes - fixed rate
|
1.875%
|
2017
|
350.0
|
|
350.0
|
|
||
Senior notes - fixed rate
|
2.900%
|
2018
|
500.0
|
|
500.0
|
|
||
Senior notes - fixed rate
|
2.650%
|
2019
|
250.0
|
|
250.0
|
|
||
Senior notes - fixed rate - Euro
|
2.450%
|
2019
|
520.7
|
|
548.4
|
|
||
Senior notes - fixed rate
|
3.625%
|
2020
|
400.0
|
|
400.0
|
|
||
Senior notes - fixed rate
|
5.000%
|
2021
|
500.0
|
|
500.0
|
|
||
Senior notes - fixed rate
|
3.150%
|
2022
|
550.0
|
|
550.0
|
|
||
Senior notes - fixed rate
|
4.650%
|
2025
|
250.0
|
|
250.0
|
|
||
Other
|
N/A
|
N/A
|
0.8
|
|
—
|
|
||
Unamortized debt issuance costs and discounts
|
N/A
|
N/A
|
(17.8
|
)
|
(23.5
|
)
|
||
Total debt
|
|
|
4,279.2
|
|
4,685.8
|
|
||
Less: Current maturities and short-term borrowings
|
|
|
(0.8
|
)
|
—
|
|
||
Long-term debt
|
|
|
$
|
4,278.4
|
|
$
|
4,685.8
|
|
In millions
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
Total
|
||||||||||||||
Contractual debt obligation maturities
|
$
|
0.8
|
|
$
|
500.0
|
|
$
|
2,096.2
|
|
$
|
400.0
|
|
$
|
500.0
|
|
$
|
800.0
|
|
$
|
4,297.0
|
|
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.
|
|
2016
|
|
2015
|
||||||||||
In millions
|
Recorded
Amount
|
Fair Value
|
|
Recorded
Amount
|
Fair Value
|
||||||||
Variable rate debt
|
$
|
976.3
|
|
$
|
976.3
|
|
|
$
|
1,360.9
|
|
$
|
1,360.9
|
|
Fixed rate debt
|
3,320.7
|
|
3,427.1
|
|
|
3,348.4
|
|
3,395.4
|
|
||||
Total debt
|
$
|
4,297.0
|
|
$
|
4,403.4
|
|
|
$
|
4,709.3
|
|
$
|
4,756.3
|
|
Recurring fair value measurements
|
December 31, 2016
|
|||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Foreign currency contract assets
|
$
|
—
|
|
$
|
5.5
|
|
$
|
—
|
|
$
|
5.5
|
|
Foreign currency contract liabilities
|
—
|
|
(5.4
|
)
|
—
|
|
(5.4
|
)
|
||||
Deferred compensation plans assets
(2)
|
41.6
|
|
6.3
|
|
—
|
|
47.9
|
|
||||
Total recurring fair value measurements
|
$
|
41.6
|
|
$
|
6.4
|
|
$
|
—
|
|
$
|
48.0
|
|
Nonrecurring fair value measurements
(1)
|
|
|
|
|
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 plan assets
(2)
|
43.8
|
|
7.0
|
|
—
|
|
50.8
|
|
||||
Total recurring fair value measurements
|
$
|
43.8
|
|
$
|
(0.5
|
)
|
$
|
—
|
|
$
|
43.3
|
|
Nonrecurring fair value measurements
(3) (4)
|
|
|
|
|
(1)
|
During the fourth quarter of 2016, we completed our annual intangible assets impairment review. As a result, we recorded a pre-tax non-cash impairment charge of
$13.3 million
for a trade name intangible in 2016. The impairment charge reduced the carrying value of the impacted trade name intangible to $0. 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.
|
(2)
|
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.
|
(3)
|
During the fourth quarter of 2015, we performed a goodwill impairment test for the Valves & Controls reporting unit using the required two-step process as of December 31, 2015. As a result, we recorded a non-cash goodwill impairment charge of
$515.2 million
. 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 not considered 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.
|
(4)
|
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.
|
12.
|
Income Taxes
|
|
Years ended December 31
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Federal
(1)
|
$
|
(25.6
|
)
|
$
|
(21.8
|
)
|
$
|
(15.8
|
)
|
International
(2)
|
586.6
|
|
534.3
|
|
486.7
|
|
|||
Income from continuing operations before income taxes
|
$
|
561.0
|
|
$
|
512.5
|
|
$
|
470.9
|
|
(1)
|
"Federal" reflects U.K. income from continuing operations before income taxes.
|
(2)
|
"International" reflects non-U.K. income from continuing operations before income taxes.
|
|
Years ended December 31
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Currently payable
|
|
|
|
||||||
Federal
(1)
|
$
|
(0.1
|
)
|
$
|
—
|
|
$
|
0.5
|
|
International
(2)
|
125.6
|
|
117.7
|
|
136.8
|
|
|||
Total current taxes
|
125.5
|
|
117.7
|
|
137.3
|
|
|||
Deferred
|
|
|
|
||||||
Federal
(1)
|
(0.4
|
)
|
1.2
|
|
(0.7
|
)
|
|||
International
(2)
|
(15.7
|
)
|
(3.5
|
)
|
(22.3
|
)
|
|||
Total deferred taxes
|
(16.1
|
)
|
(2.3
|
)
|
(23.0
|
)
|
|||
Total provision for income taxes
|
$
|
109.4
|
|
$
|
115.4
|
|
$
|
114.3
|
|
(1)
|
"Federal" represents U.K. taxes.
|
(2)
|
"International" represents non-U.K. taxes.
|
|
Years ended December 31
|
|||||
Percentages
|
2016
|
2015
|
2014
|
|||
Federal statutory income tax rate
(1)
|
20.0
|
|
20.3
|
|
21.0
|
|
Tax effect of international operations
(2)
|
(11.8
|
)
|
(6.5
|
)
|
(4.9
|
)
|
Change in valuation allowances
|
9.7
|
|
6.9
|
|
4.4
|
|
Withholding taxes
|
0.9
|
|
0.6
|
|
2.8
|
|
Interest limitations
|
0.6
|
|
0.7
|
|
1.0
|
|
Non-deductible transaction costs
|
0.1
|
|
0.5
|
|
—
|
|
Effective tax rate
|
19.5
|
|
22.5
|
|
24.3
|
|
(1)
|
The statutory rate for
2016
,
2015
and
2014
reflects the U.K. statutory rate of
20.0 percent
,
20.3 percent
and
21.0 percent
, respectively.
|
(2)
|
The tax effect of international operations consists of non-U.K. jurisdictions.
|
|
Years ended December 31
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Beginning balance
|
$
|
45.6
|
|
$
|
40.3
|
|
$
|
39.5
|
|
Gross increases for tax positions in prior periods
|
27.4
|
|
4.7
|
|
0.8
|
|
|||
Gross decreases for tax positions in prior periods
|
(4.8
|
)
|
(1.5
|
)
|
(0.2
|
)
|
|||
Gross increases based on tax positions related to the current year
|
2.0
|
|
1.3
|
|
1.1
|
|
|||
Gross decreases related to settlements with taxing authorities
|
(3.4
|
)
|
(1.9
|
)
|
(0.1
|
)
|
|||
Reductions due to statute expiration
|
(0.8
|
)
|
(1.4
|
)
|
(1.1
|
)
|
|||
Gross (decreases) increases due to currency fluctuations
|
(0.2
|
)
|
(2.5
|
)
|
0.3
|
|
|||
Gross increases due to acquisitions
|
5.3
|
|
6.6
|
|
—
|
|
|||
Ending balance
|
$
|
71.1
|
|
$
|
45.6
|
|
$
|
40.3
|
|
|
December 31
|
|||||
In millions
|
2016
|
2015
|
||||
Other current assets
|
$
|
—
|
|
$
|
34.4
|
|
Other non-current assets
|
39.0
|
|
2.2
|
|
||
Deferred tax liabilities
|
609.5
|
|
670.2
|
|
||
Net deferred tax liabilities
|
$
|
570.5
|
|
$
|
633.6
|
|
|
December 31
|
|||||
In millions
|
2016
|
2015
|
||||
Deferred tax assets
|
|
|
||||
Accrued liabilities and reserves
|
$
|
83.2
|
|
$
|
70.2
|
|
Pension and other post-retirement benefits
|
48.9
|
|
44.5
|
|
||
Employee compensation and benefits
|
76.6
|
|
78.3
|
|
||
Tax loss and credit carryforwards
|
391.0
|
|
293.8
|
|
||
Total deferred tax assets
|
599.7
|
|
486.8
|
|
||
Valuation allowance
|
380.8
|
|
286.5
|
|
||
Deferred tax assets, net of valuation allowance
|
218.9
|
|
200.3
|
|
||
Deferred tax liabilities
|
|
|
||||
Property, plant and equipment
|
23.6
|
|
23.9
|
|
||
Goodwill and other intangibles
|
733.7
|
|
774.2
|
|
||
Other liabilities
|
32.1
|
|
35.8
|
|
||
Total deferred tax liabilities
|
789.4
|
|
833.9
|
|
||
Net deferred tax liabilities
|
$
|
570.5
|
|
$
|
633.6
|
|
13.
|
Benefit Plans
|
|
U.S. pension plans
|
|
Non-U.S. pension plans
|
|
Other post-retirement
plans
|
|||||||||||||||
In millions
|
2016
|
2015
|
|
2016
|
2015
|
|
2016
|
2015
|
||||||||||||
Change in benefit obligations
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation beginning of year
|
$
|
396.9
|
|
$
|
416.2
|
|
|
$
|
173.4
|
|
$
|
189.6
|
|
|
$
|
38.8
|
|
$
|
41.5
|
|
Service cost
|
11.2
|
|
14.0
|
|
|
6.6
|
|
7.8
|
|
|
0.2
|
|
0.2
|
|
||||||
Interest cost
|
16.4
|
|
14.9
|
|
|
4.1
|
|
3.9
|
|
|
1.5
|
|
1.5
|
|
||||||
Actuarial loss (gain)
|
0.9
|
|
(39.1
|
)
|
|
16.8
|
|
(6.5
|
)
|
|
(0.5
|
)
|
(0.9
|
)
|
||||||
Foreign currency translation
|
—
|
|
—
|
|
|
(9.2
|
)
|
(17.0
|
)
|
|
—
|
|
—
|
|
||||||
Benefits paid
|
(12.1
|
)
|
(9.1
|
)
|
|
(4.9
|
)
|
(4.4
|
)
|
|
(3.1
|
)
|
(3.5
|
)
|
||||||
Benefit obligation end of year
|
$
|
413.3
|
|
$
|
396.9
|
|
|
$
|
186.8
|
|
$
|
173.4
|
|
|
$
|
36.9
|
|
$
|
38.8
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets beginning of year
|
$
|
327.7
|
|
$
|
343.9
|
|
|
$
|
46.6
|
|
$
|
49.9
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
24.6
|
|
(11.1
|
)
|
|
3.0
|
|
1.3
|
|
|
—
|
|
—
|
|
||||||
Company contributions
|
4.2
|
|
4.0
|
|
|
5.8
|
|
5.2
|
|
|
3.1
|
|
3.5
|
|
||||||
Foreign currency translation
|
—
|
|
—
|
|
|
(4.8
|
)
|
(5.4
|
)
|
|
—
|
|
—
|
|
||||||
Benefits paid
|
(12.1
|
)
|
(9.1
|
)
|
|
(4.9
|
)
|
(4.4
|
)
|
|
(3.1
|
)
|
(3.5
|
)
|
||||||
Fair value of plan assets end of year
|
$
|
344.4
|
|
$
|
327.7
|
|
|
$
|
45.7
|
|
$
|
46.6
|
|
|
$
|
—
|
|
$
|
—
|
|
Funded status
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligations in excess of the fair value of plan assets
|
$
|
(68.9
|
)
|
$
|
(69.2
|
)
|
|
$
|
(141.1
|
)
|
$
|
(126.8
|
)
|
|
$
|
(36.9
|
)
|
$
|
(38.8
|
)
|
|
U.S. pension plans
|
|
Non-U.S. pension plans
|
|
Other post-retirement
plans
|
|||||||||||||||
In millions
|
2016
|
2015
|
|
2016
|
2015
|
|
2016
|
2015
|
||||||||||||
Other non-current assets
|
$
|
0.8
|
|
$
|
0.5
|
|
|
$
|
3.2
|
|
$
|
4.5
|
|
|
$
|
—
|
|
$
|
—
|
|
Current liabilities
|
(4.4
|
)
|
(4.1
|
)
|
|
(2.9
|
)
|
(3.0
|
)
|
|
(3.2
|
)
|
(3.3
|
)
|
||||||
Non-current liabilities
|
(65.3
|
)
|
(65.6
|
)
|
|
(141.4
|
)
|
(128.3
|
)
|
|
(33.7
|
)
|
(35.5
|
)
|
||||||
Benefit obligations in excess of the fair value of plan assets
|
$
|
(68.9
|
)
|
$
|
(69.2
|
)
|
|
$
|
(141.1
|
)
|
$
|
(126.8
|
)
|
|
$
|
(36.9
|
)
|
$
|
(38.8
|
)
|
|
Projected benefit obligation
exceeds the fair value
of plan assets
|
|
Accumulated benefit obligation
exceeds the fair value of
plan assets
|
||||||||||
In millions
|
2016
|
2015
|
|
2016
|
2015
|
||||||||
U.S. pension plans
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
87.2
|
|
$
|
86.4
|
|
|
$
|
87.2
|
|
$
|
86.4
|
|
Fair value of plan assets
|
17.5
|
|
16.6
|
|
|
17.5
|
|
16.6
|
|
||||
Accumulated benefit obligation
|
N/A
|
|
N/A
|
|
|
86.3
|
|
82.4
|
|
||||
Non-U.S. pension plans
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
165.2
|
|
$
|
152.7
|
|
|
$
|
165.2
|
|
$
|
145.0
|
|
Fair value of plan assets
|
20.9
|
|
21.4
|
|
|
20.9
|
|
14.2
|
|
||||
Accumulated benefit obligation
|
NA
|
|
NA
|
|
|
155.7
|
|
136.8
|
|
|
U. S. pension plans
|
|
Non-U.S. pension plans
|
||||||||||||||||
In millions
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
||||||||||||
Service cost
|
$
|
11.2
|
|
$
|
14.0
|
|
$
|
13.1
|
|
|
$
|
6.6
|
|
$
|
7.8
|
|
$
|
5.3
|
|
Interest cost
|
16.4
|
|
14.9
|
|
15.4
|
|
|
4.1
|
|
3.9
|
|
5.3
|
|
||||||
Expected return on plan assets
|
(11.4
|
)
|
(10.0
|
)
|
(10.5
|
)
|
|
(1.5
|
)
|
(1.6
|
)
|
(1.7
|
)
|
||||||
Net actuarial (gain) loss
|
(12.4
|
)
|
(18.0
|
)
|
(3.1
|
)
|
|
17.2
|
|
(2.4
|
)
|
31.5
|
|
||||||
Net periodic benefit expense
|
$
|
3.8
|
|
$
|
0.9
|
|
$
|
14.9
|
|
|
$
|
26.4
|
|
$
|
7.7
|
|
$
|
40.4
|
|
|
U.S. pension plans
|
|
Non-U.S. pension plans
|
|
Other post-retirement
plans
|
|||||||||||||||
Percentages
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
|||||||||
Discount rate
|
4.02
|
%
|
4.21
|
%
|
3.63
|
%
|
|
2.00
|
%
|
2.52
|
%
|
2.30
|
%
|
|
3.80
|
%
|
3.95
|
%
|
3.60
|
%
|
Rate of compensation increase
|
4.00
|
%
|
4.00
|
%
|
4.00
|
%
|
|
2.91
|
%
|
2.90
|
%
|
2.89
|
%
|
|
—
|
—
|
—
|
|
U.S. pension plans
|
|
Non-U.S. pension plans
|
|
Other post-retirement
plans
|
|||||||||||||||
Percentages
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
|||||||||
Discount rate
|
4.21
|
%
|
3.63
|
%
|
4.51
|
%
|
|
2.52
|
%
|
2.30
|
%
|
3.73
|
%
|
|
3.95
|
%
|
3.60
|
%
|
4.35
|
%
|
Expected long-term return on plan assets
|
4.28
|
%
|
3.65
|
%
|
4.56
|
%
|
|
3.29
|
%
|
3.57
|
%
|
4.19
|
%
|
|
—
|
—
|
—
|
|||
Rate of compensation increase
|
4.00
|
%
|
4.00
|
%
|
4.00
|
%
|
|
2.90
|
%
|
2.89
|
%
|
2.94
|
%
|
|
—
|
—
|
—
|
|
2016
|
2015
|
||
Healthcare cost trend rate assumed for following year
|
7.0
|
%
|
7.4
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
4.4
|
%
|
4.4
|
%
|
Year the cost trend rate reaches the ultimate trend rate
|
2038
|
|
2038
|
|
|
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
|
0.8
|
|
(0.7
|
)
|
|
December 31, 2016
|
|||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
3.4
|
|
$
|
—
|
|
$
|
3.4
|
|
Fixed income:
|
|
|
|
|
||||||||
Corporate and non U.S. government
|
—
|
|
290.5
|
|
—
|
|
290.5
|
|
||||
U.S. treasuries
|
—
|
|
30.5
|
|
—
|
|
30.5
|
|
||||
Mortgage-backed securities
|
—
|
|
4.5
|
|
—
|
|
4.5
|
|
||||
Other
|
—
|
|
37.0
|
|
—
|
|
37.0
|
|
||||
Global equity securities:
|
|
|
|
|
||||||||
Large cap equity
|
—
|
|
2.2
|
|
—
|
|
2.2
|
|
||||
International equity
|
—
|
|
8.3
|
|
—
|
|
8.3
|
|
||||
Other investments
|
—
|
|
11.7
|
|
2.0
|
|
13.7
|
|
||||
Total fair value of plan assets
|
$
|
—
|
|
$
|
388.1
|
|
$
|
2.0
|
|
$
|
390.1
|
|
|
December 31, 2015
|
|||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
3.1
|
|
$
|
—
|
|
$
|
3.1
|
|
Fixed income:
|
|
|
|
|
||||||||
Corporate and non U.S. government
|
—
|
|
248.6
|
|
—
|
|
248.6
|
|
||||
U.S. treasuries
|
—
|
|
52.0
|
|
—
|
|
52.0
|
|
||||
Mortgage-backed securities
|
—
|
|
5.8
|
|
—
|
|
5.8
|
|
||||
Other
|
—
|
|
37.2
|
|
—
|
|
37.2
|
|
||||
Global equity securities:
|
|
|
|
|
||||||||
Large cap equity
|
—
|
|
2.4
|
|
—
|
|
2.4
|
|
||||
International equity
|
—
|
|
7.8
|
|
—
|
|
7.8
|
|
||||
Other investments
|
—
|
|
13.3
|
|
4.1
|
|
17.4
|
|
||||
Total fair value of plan assets
|
$
|
—
|
|
$
|
370.2
|
|
$
|
4.1
|
|
$
|
374.3
|
|
•
|
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 period based upon the value of the underlying investments as determined by quoted market prices or by a pricing service were classified as Level 2. Investments in commingled funds that were valued based on unobservable inputs due to liquidation restrictions were classified as Level 3.
|
In millions
|
U.S. pension
plans
|
Non-U.S.
pension plans
|
Other post-
retirement
plans
|
||||||
2017
|
$
|
13.9
|
|
$
|
4.3
|
|
$
|
3.1
|
|
2018
|
16.2
|
|
4.6
|
|
3.1
|
|
|||
2019
|
18.5
|
|
5.5
|
|
3.1
|
|
|||
2020
|
19.3
|
|
7.3
|
|
3.0
|
|
|||
2021
|
19.3
|
|
5.2
|
|
2.9
|
|
|||
Thereafter
|
113.4
|
|
33.1
|
|
12.5
|
|
14.
|
Shareholders' Equity
|
15.
|
Share Plans
|
|
December 31
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Restricted stock units
|
$
|
17.3
|
|
$
|
21.6
|
|
$
|
22.6
|
|
Stock options
|
10.4
|
|
11.4
|
|
11.0
|
|
|||
Performance share units
|
6.5
|
|
—
|
|
—
|
|
|||
Total share-based compensation expense
|
$
|
34.2
|
|
$
|
33.0
|
|
$
|
33.6
|
|
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, 2016
|
5.6
|
|
$
|
42.55
|
|
|
|
||
Granted
|
1.3
|
|
47.99
|
|
|
|
|||
Exercised
|
(1.0
|
)
|
32.38
|
|
|
|
|||
Forfeited
|
(0.1
|
)
|
59.24
|
|
|
|
|||
Expired
|
(0.1
|
)
|
30.18
|
|
|
|
|||
Outstanding as of December 31, 2016
|
5.7
|
|
$
|
45.72
|
|
5.3
|
$
|
74.9
|
|
Options exercisable as of December 31, 2016
|
3.9
|
|
$
|
41.05
|
|
3.9
|
$
|
67.3
|
|
Options expected to vest as of December 31, 2016
|
1.8
|
|
$
|
56.04
|
|
8.6
|
$
|
7.6
|
|
Shares in millions
|
Number of
shares
|
Weighted
average
grant date
fair value
|
|||
Outstanding as of January 1, 2016
|
0.8
|
|
$
|
55.64
|
|
Granted
|
0.4
|
|
50.72
|
|
|
Vested
|
(0.5
|
)
|
52.37
|
|
|
Forfeited
|
—
|
|
—
|
|
|
Outstanding as of December 31, 2016
|
0.7
|
|
$
|
55.31
|
|
Shares in millions
|
Number of
shares
|
Weighted
average
grant date
fair value
|
|||
Outstanding as of January 1, 2016
|
—
|
|
$
|
—
|
|
Granted
|
0.3
|
|
49.53
|
|
|
Vested
|
—
|
|
—
|
|
|
Forfeited
|
—
|
|
—
|
|
|
Outstanding as of December 31, 2016
|
0.3
|
|
$
|
49.54
|
|
16.
|
Segment Information
|
•
|
Water Quality Systems
—
The Water Quality Systems segment designs, manufactures, markets and services innovative water system products and solutions to meet filtration and fluid management challenges in food and beverage, water, swimming pools and aquaculture applications.
|
•
|
Flow & Filtration Solutions
— The Flow & Filtration Solutions segment designs, manufactures, markets and services solutions for the toughest filtration, separation, flow and fluid management challenges in agriculture, food and beverage processing, water supply and disposal and a variety of industrial applications.
|
•
|
Technical Solutions
— The Technical Solutions segment designs, manufactures, markets and services products that guard and protect some of the world's most sensitive electrical and electronic equipment, as well as heat management solutions designed to provide thermal protection to temperature sensitive fluid applications and engineered electrical and fastening products for electrical, mechanical and civil applications.
|
•
|
Other
— Other is primarily composed of unallocated corporate expenses, our captive insurance subsidiary and intermediate finance companies.
|
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
||||||||||||
In millions
|
Net sales
|
|
Segment income (loss)
|
||||||||||||||||
Water Quality Systems
|
$
|
1,428.2
|
|
$
|
1,381.5
|
|
$
|
1,356.4
|
|
|
$
|
313.3
|
|
$
|
281.8
|
|
$
|
253.3
|
|
Flow & Filtration Solutions
|
1,363.1
|
|
1,441.6
|
|
1,603.1
|
|
|
180.7
|
|
187.2
|
|
201.3
|
|
||||||
Technical Solutions
|
2,116.0
|
|
1,809.3
|
|
1,728.1
|
|
|
447.2
|
|
395.0
|
|
378.1
|
|
||||||
Other
|
(17.3
|
)
|
(16.0
|
)
|
(20.8
|
)
|
|
(101.7
|
)
|
(108.8
|
)
|
(127.5
|
)
|
||||||
Consolidated
|
$
|
4,890.0
|
|
$
|
4,616.4
|
|
$
|
4,666.8
|
|
|
$
|
839.5
|
|
$
|
755.2
|
|
$
|
705.2
|
|
|
2016
|
2015
|
2014
|
|
2016
|
2015
|
2014
|
||||||||||||
In millions
|
Identifiable assets
(1)
|
|
Depreciation
|
||||||||||||||||
Water Quality Systems
|
$
|
1,741.1
|
|
$
|
1,801.7
|
|
$
|
1,828.3
|
|
|
$
|
22.8
|
|
$
|
21.7
|
|
$
|
21.9
|
|
Flow & Filtration Solutions
|
1,724.4
|
|
1,822.8
|
|
2,040.0
|
|
|
24.0
|
|
23.6
|
|
23.7
|
|
||||||
Technical Solutions
|
4,419.3
|
|
4,488.4
|
|
2,117.3
|
|
|
31.6
|
|
27.6
|
|
24.2
|
|
||||||
Other
|
3,650.0
|
|
3,720.6
|
|
4,658.2
|
|
|
6.2
|
|
8.3
|
|
9.9
|
|
||||||
Consolidated
|
$
|
11,534.8
|
|
$
|
11,833.5
|
|
$
|
10,643.8
|
|
|
$
|
84.6
|
|
$
|
81.2
|
|
$
|
79.7
|
|
|
2016
|
2015
|
2014
|
||||||
In millions
|
Capital expenditures
|
||||||||
Water Quality Systems
|
$
|
24.1
|
|
$
|
21.1
|
|
$
|
20.6
|
|
Flow & Filtration Solutions
|
16.7
|
|
20.4
|
|
24.9
|
|
|||
Technical Solutions
|
74.5
|
|
47.4
|
|
24.0
|
|
|||
Other
|
2.5
|
|
2.4
|
|
14.2
|
|
|||
Consolidated
|
$
|
117.8
|
|
$
|
91.3
|
|
$
|
83.7
|
|
(1)
|
All cash and cash equivalents and assets held for sale are included in "Other."
|
In millions
|
2016
|
2015
|
2014
|
||||||
Segment income
|
$
|
839.5
|
|
$
|
755.2
|
|
$
|
705.2
|
|
Deal related costs and expenses
|
—
|
|
(14.3
|
)
|
—
|
|
|||
Inventory step-up
|
—
|
|
(35.7
|
)
|
—
|
|
|||
Restructuring and other
|
(20.6
|
)
|
(42.5
|
)
|
(63.1
|
)
|
|||
Intangible amortization
|
(96.4
|
)
|
(68.1
|
)
|
(60.6
|
)
|
|||
Pension and other post-retirement mark-to-market (loss) gain
|
(4.2
|
)
|
23.0
|
|
(31.5
|
)
|
|||
Trade name impairment
|
(13.3
|
)
|
—
|
|
—
|
|
|||
Redomicile related expenses
|
—
|
|
—
|
|
(10.3
|
)
|
|||
Loss on sale of businesses, net
|
(3.9
|
)
|
(3.2
|
)
|
(0.2
|
)
|
|||
Interest expense, net
|
(140.1
|
)
|
(101.9
|
)
|
(68.6
|
)
|
|||
Income from continuing operations before income taxes
|
$
|
561.0
|
|
$
|
512.5
|
|
$
|
470.9
|
|
17.
|
Commitments and Contingencies
|
|
Years ended December 31
|
||||||||
In millions
|
2016
|
2015
|
2014
|
||||||
Gross rental expense
|
$
|
37.5
|
|
$
|
26.4
|
|
$
|
38.2
|
|
Sublease rental income
|
(0.7
|
)
|
(0.4
|
)
|
(1.0
|
)
|
|||
Net rental expense
|
$
|
36.8
|
|
$
|
26.0
|
|
$
|
37.2
|
|
In millions
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
Total
|
||||||||||||||
Minimum lease payments
|
$
|
31.0
|
|
$
|
24.7
|
|
$
|
20.1
|
|
$
|
14.8
|
|
$
|
11.1
|
|
$
|
12.5
|
|
$
|
114.2
|
|
Minimum sublease rentals
|
(1.2
|
)
|
(0.8
|
)
|
(0.8
|
)
|
(0.4
|
)
|
(0.4
|
)
|
(0.3
|
)
|
(3.9
|
)
|
|||||||
Net future minimum lease commitments
|
$
|
29.8
|
|
$
|
23.9
|
|
$
|
19.3
|
|
$
|
14.4
|
|
$
|
10.7
|
|
$
|
12.2
|
|
$
|
110.3
|
|
|
Years ended December 31
|
|||||
In millions
|
2016
|
2015
|
||||
Beginning balance
|
$
|
47.0
|
|
$
|
51.8
|
|
Service and product warranty provision
|
59.7
|
|
56.6
|
|
||
Payments
|
(67.3
|
)
|
(60.4
|
)
|
||
Foreign currency translation
|
(0.5
|
)
|
(1.0
|
)
|
||
Ending balance
|
$
|
38.9
|
|
$
|
47.0
|
|
18.
|
Selected Quarterly Data (Unaudited)
|
|
2016
|
||||||||||||||
In millions, except per-share data
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Full
Year
|
||||||||||
Net sales
|
$
|
1,190.0
|
|
$
|
1,301.2
|
|
$
|
1,210.7
|
|
$
|
1,188.1
|
|
$
|
4,890.0
|
|
Gross profit
|
431.3
|
|
481.8
|
|
440.9
|
|
440.1
|
|
1,794.1
|
|
|||||
Operating income
|
152.7
|
|
203.4
|
|
182.8
|
|
161.8
|
|
700.7
|
|
|||||
Net income from continuing operations
|
91.8
|
|
132.7
|
|
117.5
|
|
109.6
|
|
451.6
|
|
|||||
Income from discontinued operations, net of tax
|
15.6
|
|
10.1
|
|
22.9
|
|
21.4
|
|
70.0
|
|
|||||
Gain from sale of discontinued operations, net of tax
|
—
|
|
—
|
|
0.6
|
|
—
|
|
0.6
|
|
|||||
Net income
|
107.4
|
|
142.8
|
|
141.0
|
|
131.0
|
|
522.2
|
|
|||||
Earnings per ordinary share
(1)
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.50
|
|
$
|
0.73
|
|
$
|
0.65
|
|
$
|
0.60
|
|
$
|
2.49
|
|
Discontinued operations
|
0.09
|
|
0.06
|
|
0.13
|
|
0.12
|
|
0.39
|
|
|||||
Basic earnings per ordinary share
|
$
|
0.59
|
|
$
|
0.79
|
|
$
|
0.78
|
|
$
|
0.72
|
|
$
|
2.88
|
|
Diluted
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.50
|
|
$
|
0.73
|
|
$
|
0.64
|
|
$
|
0.60
|
|
$
|
2.47
|
|
Discontinued operations
|
0.09
|
|
0.05
|
|
0.13
|
|
0.11
|
|
0.38
|
|
|||||
Diluted earnings per ordinary share
|
$
|
0.59
|
|
$
|
0.78
|
|
$
|
0.77
|
|
$
|
0.71
|
|
$
|
2.85
|
|
|
2015
|
||||||||||||||
In millions, except per-share data
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Full
Year
|
||||||||||
Net sales
|
$
|
1,047.5
|
|
$
|
1,167.1
|
|
$
|
1,112.8
|
|
$
|
1,289.0
|
|
$
|
4,616.4
|
|
Gross profit
|
356.3
|
|
415.3
|
|
394.7
|
|
432.5
|
|
1,598.8
|
|
|||||
Operating income
|
120.7
|
|
170.8
|
|
152.9
|
|
171.7
|
|
616.1
|
|
|||||
Net income from continuing operations
|
80.0
|
|
118.4
|
|
94.7
|
|
104.0
|
|
397.1
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
33.9
|
|
34.2
|
|
20.5
|
|
(555.4
|
)
|
(466.8
|
)
|
|||||
Loss from sale 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
|
$
|
0.44
|
|
$
|
0.66
|
|
$
|
0.53
|
|
$
|
0.58
|
|
$
|
2.20
|
|
Discontinued operations
|
0.19
|
|
0.16
|
|
0.11
|
|
(3.10
|
)
|
(2.62
|
)
|
|||||
Basic earnings (loss) per ordinary share
|
$
|
0.63
|
|
$
|
0.82
|
|
$
|
0.64
|
|
$
|
(2.52
|
)
|
$
|
(0.42
|
)
|
Diluted
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.44
|
|
$
|
0.65
|
|
$
|
0.52
|
|
$
|
0.58
|
|
$
|
2.17
|
|
Discontinued operations
|
0.18
|
|
0.16
|
|
0.11
|
|
(3.10
|
)
|
(2.59
|
)
|
|||||
Diluted earnings (loss) per ordinary share
|
$
|
0.62
|
|
$
|
0.81
|
|
$
|
0.63
|
|
$
|
(2.52
|
)
|
$
|
(0.42
|
)
|
(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
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
4,890.0
|
|
$
|
—
|
|
$
|
4,890.0
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
3,095.9
|
|
—
|
|
3,095.9
|
|
||||||
Gross profit
|
—
|
|
—
|
|
—
|
|
1,794.1
|
|
—
|
|
1,794.1
|
|
||||||
Selling, general and administrative
|
15.8
|
|
—
|
|
1.2
|
|
962.3
|
|
—
|
|
979.3
|
|
||||||
Research and development
|
—
|
|
—
|
|
—
|
|
114.1
|
|
—
|
|
114.1
|
|
||||||
Operating (loss) income
|
(15.8
|
)
|
—
|
|
(1.2
|
)
|
717.7
|
|
—
|
|
700.7
|
|
||||||
Loss (earnings) from continuing operations of investment in subsidiaries
|
(466.0
|
)
|
(466.0
|
)
|
(578.1
|
)
|
—
|
|
1,510.1
|
|
—
|
|
||||||
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
Loss on sale of businesses, net
|
—
|
|
—
|
|
—
|
|
3.9
|
|
—
|
|
3.9
|
|
||||||
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(4.3
|
)
|
—
|
|
(4.3
|
)
|
||||||
Interest income
|
—
|
|
—
|
|
(70.3
|
)
|
(54.5
|
)
|
116.5
|
|
(8.3
|
)
|
||||||
Interest expense
|
—
|
|
—
|
|
181.2
|
|
83.7
|
|
(116.5
|
)
|
148.4
|
|
||||||
Income (loss) from continuing operations before income taxes
|
450.2
|
|
466.0
|
|
466.0
|
|
688.9
|
|
(1,510.1
|
)
|
561.0
|
|
||||||
Provision (benefit) for income taxes
|
(1.4
|
)
|
—
|
|
—
|
|
110.8
|
|
—
|
|
109.4
|
|
||||||
Net income (loss) from continuing operations
|
451.6
|
|
466.0
|
|
466.0
|
|
578.1
|
|
(1,510.1
|
)
|
451.6
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
70.0
|
|
—
|
|
70.0
|
|
||||||
Gain from sale of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
0.6
|
|
—
|
|
0.6
|
|
||||||
Earnings (loss) from discontinued operations of investment in subsidiaries
|
70.6
|
|
70.6
|
|
70.6
|
|
—
|
|
(211.8
|
)
|
—
|
|
||||||
Net income (loss)
|
$
|
522.2
|
|
$
|
536.6
|
|
$
|
536.6
|
|
$
|
648.7
|
|
$
|
(1,721.9
|
)
|
$
|
522.2
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
522.2
|
|
$
|
536.6
|
|
$
|
536.6
|
|
$
|
648.7
|
|
$
|
(1,721.9
|
)
|
$
|
522.2
|
|
Changes in cumulative translation adjustment
|
(83.0
|
)
|
(83.0
|
)
|
(83.0
|
)
|
(83.0
|
)
|
249.0
|
|
(83.0
|
)
|
||||||
Changes in market value of derivative financial instruments, net of tax
|
(8.3
|
)
|
(8.3
|
)
|
(8.3
|
)
|
(8.3
|
)
|
24.9
|
|
(8.3
|
)
|
||||||
Comprehensive income (loss)
|
$
|
430.9
|
|
$
|
445.3
|
|
$
|
445.3
|
|
$
|
557.4
|
|
$
|
(1,448.0
|
)
|
$
|
430.9
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Assets
|
||||||||||||||||||
Current assets
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
238.5
|
|
$
|
—
|
|
$
|
238.5
|
|
Accounts and notes receivable, net
|
0.1
|
|
—
|
|
—
|
|
763.9
|
|
—
|
|
764.0
|
|
||||||
Inventories
|
—
|
|
—
|
|
—
|
|
524.2
|
|
—
|
|
524.2
|
|
||||||
Other current assets
|
1.2
|
|
4.1
|
|
1.1
|
|
237.8
|
|
9.2
|
|
253.4
|
|
||||||
Current assets held for sale
|
—
|
|
—
|
|
—
|
|
891.9
|
|
—
|
|
891.9
|
|
||||||
Total current assets
|
1.3
|
|
4.1
|
|
1.1
|
|
2,656.3
|
|
9.2
|
|
2,672.0
|
|
||||||
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
538.6
|
|
—
|
|
538.6
|
|
||||||
Other assets
|
|
|
|
|
|
|
||||||||||||
Investments in subsidiaries
|
4,509.5
|
|
4,471.4
|
|
9,295.5
|
|
—
|
|
(18,276.4
|
)
|
—
|
|
||||||
Goodwill
|
—
|
|
—
|
|
—
|
|
4,217.4
|
|
—
|
|
4,217.4
|
|
||||||
Intangibles, net
|
—
|
|
—
|
|
—
|
|
1,631.8
|
|
—
|
|
1,631.8
|
|
||||||
Other non-current assets
|
2.2
|
|
35.2
|
|
717.8
|
|
1,568.9
|
|
(2,142.0
|
)
|
182.1
|
|
||||||
Non-current assets held for sale
|
—
|
|
—
|
|
—
|
|
2,292.9
|
|
—
|
|
2,292.9
|
|
||||||
Total other assets
|
4,511.7
|
|
4,506.6
|
|
10,013.3
|
|
9,711.0
|
|
(20,418.4
|
)
|
8,324.2
|
|
||||||
Total assets
|
$
|
4,513.0
|
|
$
|
4,510.7
|
|
$
|
10,014.4
|
|
$
|
12,905.9
|
|
$
|
(20,409.2
|
)
|
$
|
11,534.8
|
|
Liabilities and Equity
|
||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term debt and short-term borrowings
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.8
|
|
$
|
—
|
|
$
|
0.8
|
|
Accounts payable
|
0.7
|
|
—
|
|
0.1
|
|
435.8
|
|
—
|
|
436.6
|
|
||||||
Employee compensation and benefits
|
0.8
|
|
—
|
|
—
|
|
165.3
|
|
—
|
|
166.1
|
|
||||||
Other current liabilities
|
95.2
|
|
1.2
|
|
26.7
|
|
379.2
|
|
9.2
|
|
511.5
|
|
||||||
Current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
356.2
|
|
—
|
|
356.2
|
|
||||||
Total current liabilities
|
96.7
|
|
1.2
|
|
26.8
|
|
1,337.3
|
|
9.2
|
|
1,471.2
|
|
||||||
Other liabilities
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
148.1
|
|
—
|
|
5,515.9
|
|
756.4
|
|
(2,142.0
|
)
|
4,278.4
|
|
||||||
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
253.4
|
|
—
|
|
253.4
|
|
||||||
Deferred tax liabilities
|
—
|
|
—
|
|
—
|
|
609.5
|
|
—
|
|
609.5
|
|
||||||
Other non-current liabilities
|
13.8
|
|
—
|
|
—
|
|
148.2
|
|
—
|
|
162.0
|
|
||||||
Non-current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
505.9
|
|
—
|
|
505.9
|
|
||||||
Total liabilities
|
258.6
|
|
1.2
|
|
5,542.7
|
|
3,610.7
|
|
(2,132.8
|
)
|
7,280.4
|
|
||||||
Equity
|
4,254.4
|
|
4,509.5
|
|
4,471.7
|
|
9,295.2
|
|
(18,276.4
|
)
|
4,254.4
|
|
||||||
Total liabilities and equity
|
$
|
4,513.0
|
|
$
|
4,510.7
|
|
$
|
10,014.4
|
|
$
|
12,905.9
|
|
$
|
(20,409.2
|
)
|
$
|
11,534.8
|
|
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
|
$
|
522.7
|
|
$
|
463.1
|
|
$
|
469.5
|
|
$
|
916.2
|
|
$
|
(1,510.1
|
)
|
$
|
861.4
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(117.8
|
)
|
—
|
|
(117.8
|
)
|
||||||
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
24.7
|
|
—
|
|
24.7
|
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(25.0
|
)
|
—
|
|
(25.0
|
)
|
||||||
Net intercompany loan activity
|
—
|
|
—
|
|
667.3
|
|
(191.0
|
)
|
(476.3
|
)
|
—
|
|
||||||
Other
|
—
|
|
—
|
|
—
|
|
(5.2
|
)
|
—
|
|
(5.2
|
)
|
||||||
Net cash provided by (used for) investing activities of continuing operations
|
—
|
|
—
|
|
667.3
|
|
(314.3
|
)
|
(476.3
|
)
|
(123.3
|
)
|
||||||
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
—
|
|
—
|
|
1.5
|
|
—
|
|
1.5
|
|
||||||
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
667.3
|
|
(312.8
|
)
|
(476.3
|
)
|
(121.8
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||||||||
Net receipts of short-term borrowings
|
—
|
|
—
|
|
—
|
|
0.8
|
|
—
|
|
0.8
|
|
||||||
Net receipts (repayments) of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
(385.8
|
)
|
0.5
|
|
—
|
|
(385.3
|
)
|
||||||
Repayment of long-term debt
|
—
|
|
—
|
|
—
|
|
(0.7
|
)
|
—
|
|
(0.7
|
)
|
||||||
Net change in advances to subsidiaries
|
(299.8
|
)
|
(463.1
|
)
|
(778.9
|
)
|
(444.6
|
)
|
1,986.4
|
|
—
|
|
||||||
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
—
|
|
8.0
|
|
—
|
|
8.0
|
|
||||||
Shares issued to employees, net of shares withheld
|
20.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
20.7
|
|
||||||
Dividends paid
|
(243.6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(243.6
|
)
|
||||||
Net cash provided by (used for) financing activities
|
(522.7
|
)
|
(463.1
|
)
|
(1,164.7
|
)
|
(436.0
|
)
|
1,986.4
|
|
(600.1
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
27.8
|
|
(55.1
|
)
|
—
|
|
(27.3
|
)
|
||||||
Change in cash and cash equivalents
|
—
|
|
—
|
|
(0.1
|
)
|
112.3
|
|
—
|
|
112.2
|
|
||||||
Cash and cash equivalents, beginning of year
|
—
|
|
—
|
|
0.1
|
|
126.2
|
|
—
|
|
126.3
|
|
||||||
Cash and cash equivalents, end of year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
238.5
|
|
$
|
—
|
|
$
|
238.5
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
4,616.4
|
|
$
|
—
|
|
$
|
4,616.4
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
3,017.6
|
|
—
|
|
3,017.6
|
|
||||||
Gross profit
|
—
|
|
—
|
|
—
|
|
1,598.8
|
|
—
|
|
1,598.8
|
|
||||||
Selling, general and administrative
|
33.7
|
|
2.2
|
|
5.3
|
|
842.8
|
|
—
|
|
884.0
|
|
||||||
Research and development
|
—
|
|
—
|
|
—
|
|
98.7
|
|
—
|
|
98.7
|
|
||||||
Operating (loss) income
|
(33.7
|
)
|
(2.2
|
)
|
(5.3
|
)
|
657.3
|
|
—
|
|
616.1
|
|
||||||
Loss (earnings) from continuing operations of investment in subsidiaries
|
(436.1
|
)
|
(439.7
|
)
|
(475.1
|
)
|
—
|
|
1,350.9
|
|
—
|
|
||||||
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
Loss on sale of businesses, net
|
—
|
|
—
|
|
—
|
|
3.2
|
|
—
|
|
3.2
|
|
||||||
Equity income of unconsolidated subsidiaries
|
—
|
|
—
|
|
—
|
|
(1.5
|
)
|
—
|
|
(1.5
|
)
|
||||||
Interest income
|
—
|
|
—
|
|
(80.6
|
)
|
(33.8
|
)
|
109.7
|
|
(4.7
|
)
|
||||||
Interest expense
|
—
|
|
1.4
|
|
126.3
|
|
88.6
|
|
(109.7
|
)
|
106.6
|
|
||||||
Income (loss) from continuing operations before income taxes
|
402.4
|
|
436.1
|
|
424.1
|
|
600.8
|
|
(1,350.9
|
)
|
512.5
|
|
||||||
Provision for income taxes
|
5.3
|
|
—
|
|
—
|
|
110.1
|
|
—
|
|
115.4
|
|
||||||
Net income (loss) from continuing operations
|
397.1
|
|
436.1
|
|
424.1
|
|
490.7
|
|
(1,350.9
|
)
|
397.1
|
|
||||||
Loss from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(466.8
|
)
|
—
|
|
(466.8
|
)
|
||||||
Loss from sale of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(6.7
|
)
|
—
|
|
(6.7
|
)
|
||||||
Earnings (loss) from discontinued operations of investment in subsidiaries
|
(473.5
|
)
|
(473.5
|
)
|
(473.5
|
)
|
—
|
|
1,420.5
|
|
—
|
|
||||||
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, net of tax
|
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
|
|
—
|
|
—
|
|
773.1
|
|
—
|
|
773.2
|
|
||||||
Inventories
|
—
|
|
—
|
|
—
|
|
564.7
|
|
—
|
|
564.7
|
|
||||||
Other current assets
|
25.2
|
|
12.8
|
|
—
|
|
219.9
|
|
(37.9
|
)
|
220.0
|
|
||||||
Current assets held for sale
|
—
|
|
—
|
|
—
|
|
1,093.4
|
|
—
|
|
1,093.4
|
|
||||||
Total current assets
|
25.3
|
|
12.8
|
|
0.1
|
|
2,777.3
|
|
(37.9
|
)
|
2,777.6
|
|
||||||
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
539.8
|
|
—
|
|
539.8
|
|
||||||
Other assets
|
|
|
|
|
|
|
||||||||||||
Investments in subsidiaries
|
4,495.6
|
|
4,486.1
|
|
10,151.1
|
|
—
|
|
(19,132.8
|
)
|
—
|
|
||||||
Goodwill
|
—
|
|
—
|
|
—
|
|
4,259.0
|
|
—
|
|
4,259.0
|
|
||||||
Intangibles, net
|
—
|
|
—
|
|
—
|
|
1,747.4
|
|
—
|
|
1,747.4
|
|
||||||
Other non-current assets
|
12.6
|
|
—
|
|
190.1
|
|
145.6
|
|
(187.2
|
)
|
161.1
|
|
||||||
Non-current assets held for sale
|
—
|
|
—
|
|
—
|
|
2,348.6
|
|
—
|
|
2,348.6
|
|
||||||
Total other assets
|
4,508.2
|
|
4,486.1
|
|
10,341.2
|
|
8,500.6
|
|
(19,320.0
|
)
|
8,516.1
|
|
||||||
Total assets
|
$
|
4,533.5
|
|
$
|
4,498.9
|
|
$
|
10,341.3
|
|
$
|
11,817.7
|
|
$
|
(19,357.9
|
)
|
$
|
11,833.5
|
|
Liabilities and Equity
|
||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
0.6
|
|
$
|
—
|
|
$
|
0.3
|
|
$
|
402.9
|
|
$
|
—
|
|
$
|
403.8
|
|
Employee compensation and benefits
|
0.4
|
|
0.1
|
|
—
|
|
162.1
|
|
—
|
|
162.6
|
|
||||||
Other current liabilities
|
61.7
|
|
1.5
|
|
27.1
|
|
434.7
|
|
(37.9
|
)
|
487.1
|
|
||||||
Current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
433.0
|
|
—
|
|
433.0
|
|
||||||
Total current liabilities
|
62.7
|
|
1.6
|
|
27.4
|
|
1,432.7
|
|
(37.9
|
)
|
1,486.5
|
|
||||||
Other liabilities
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
453.3
|
|
1.7
|
|
4,535.5
|
|
(117.5
|
)
|
(187.2
|
)
|
4,685.8
|
|
||||||
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
244.6
|
|
—
|
|
244.6
|
|
||||||
Deferred tax liabilities
|
—
|
|
—
|
|
3.1
|
|
667.1
|
|
—
|
|
670.2
|
|
||||||
Other non-current liabilities
|
8.7
|
|
—
|
|
—
|
|
183.7
|
|
—
|
|
192.4
|
|
||||||
Non-current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
545.2
|
|
—
|
|
545.2
|
|
||||||
Total liabilities
|
524.7
|
|
3.3
|
|
4,566.0
|
|
2,955.8
|
|
(225.1
|
)
|
7,824.7
|
|
||||||
Equity
|
4,008.8
|
|
4,495.6
|
|
5,775.3
|
|
8,861.9
|
|
(19,132.8
|
)
|
4,008.8
|
|
||||||
Total liabilities and equity
|
$
|
4,533.5
|
|
$
|
4,498.9
|
|
$
|
10,341.3
|
|
$
|
11,817.7
|
|
$
|
(19,357.9
|
)
|
$
|
11,833.5
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used for) operating activities
|
$
|
(43.0
|
)
|
$
|
(48.7
|
)
|
$
|
(5.8
|
)
|
$
|
767.1
|
|
$
|
69.7
|
|
$
|
739.3
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(91.3
|
)
|
—
|
|
(91.3
|
)
|
||||||
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
4.6
|
|
—
|
|
4.6
|
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(1,913.9
|
)
|
—
|
|
(1,913.9
|
)
|
||||||
Net intercompany loan activity
|
—
|
|
—
|
|
891.0
|
|
(295.0
|
)
|
(596.0
|
)
|
—
|
|
||||||
Other
|
—
|
|
—
|
|
—
|
|
(3.0
|
)
|
—
|
|
(3.0
|
)
|
||||||
Net cash provided by (used for) investing activities of continuing operations
|
—
|
|
—
|
|
891.0
|
|
(2,298.6
|
)
|
(596.0
|
)
|
(2,003.6
|
)
|
||||||
Net cash provided by (used for) investing activities from discontinued operations
|
—
|
|
—
|
|
—
|
|
38.1
|
|
—
|
|
38.1
|
|
||||||
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
891.0
|
|
(2,260.5
|
)
|
(596.0
|
)
|
(1,965.5
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||||||||
Net repayments on 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
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
4,666.8
|
|
$
|
—
|
|
$
|
4,666.8
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
3,046.3
|
|
—
|
|
3,046.3
|
|
||||||
Gross profit
|
—
|
|
—
|
|
—
|
|
1,620.5
|
|
—
|
|
1,620.5
|
|
||||||
Selling, general and administrative
|
25.3
|
|
2.6
|
|
7.7
|
|
950.0
|
|
—
|
|
985.6
|
|
||||||
Research and development
|
—
|
|
—
|
|
—
|
|
96.4
|
|
—
|
|
96.4
|
|
||||||
Operating (loss) income
|
(25.3
|
)
|
(2.6
|
)
|
(7.7
|
)
|
574.1
|
|
—
|
|
538.5
|
|
||||||
Loss (earnings) from continuing operations of investment in subsidiaries
|
(365.1
|
)
|
(369.3
|
)
|
(360.7
|
)
|
—
|
|
1,095.1
|
|
—
|
|
||||||
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
|
)
|
(38.8
|
)
|
128.8
|
|
(2.3
|
)
|
||||||
Interest expense
|
0.7
|
|
2.1
|
|
95.6
|
|
101.3
|
|
(128.8
|
)
|
70.9
|
|
||||||
Income (loss) from continuing operations before income taxes
|
339.1
|
|
364.6
|
|
349.7
|
|
512.6
|
|
(1,095.1
|
)
|
470.9
|
|
||||||
Provision (benefit) for income taxes
|
(17.5
|
)
|
(0.5
|
)
|
(2.4
|
)
|
134.7
|
|
—
|
|
114.3
|
|
||||||
Net income (loss) from continuing operations
|
356.6
|
|
365.1
|
|
352.1
|
|
377.9
|
|
(1,095.1
|
)
|
356.6
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
244.0
|
|
—
|
|
244.0
|
|
||||||
Loss from sale / impairment of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
(385.7
|
)
|
—
|
|
(385.7
|
)
|
||||||
Earnings (loss) from discontinued operations of investment in subsidiaries
|
(141.7
|
)
|
(141.7
|
)
|
(141.7
|
)
|
—
|
|
425.1
|
|
—
|
|
||||||
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, net of tax
|
(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
|
||||||||||||
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
|
—
|
|
—
|
|
—
|
|
(83.7
|
)
|
—
|
|
(83.7
|
)
|
||||||
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
1.9
|
|
—
|
|
1.9
|
|
||||||
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 of continuing operations
|
—
|
|
—
|
|
37.8
|
|
18.3
|
|
(150.0
|
)
|
(93.9
|
)
|
||||||
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
—
|
|
—
|
|
(34.4
|
)
|
—
|
|
(34.4
|
)
|
||||||
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
37.8
|
|
(16.1
|
)
|
(150.0
|
)
|
(128.3
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||||||||
Net receipts of 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
|
)
|
||||||
Purchase of 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
|
|
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
|
4,110,233
|
|
(1)
|
$
|
56.54
|
|
(2)
|
5,228,708
|
|
(3)
|
2008 Omnibus Stock Incentive Plan
|
2,199,075
|
|
(4)
|
32.73
|
|
(2)
|
—
|
|
(5)
|
|
2004 Omnibus Stock Incentive Plan
|
382,897
|
|
|
33.93
|
|
|
—
|
|
(5)
|
|
Outside Directors Non-qualified Stock Option Plan
|
80,000
|
|
|
34.05
|
|
|
—
|
|
(5)
|
|
Total
|
6,772,205
|
|
|
$
|
45.65
|
|
(2)
|
5,228,708
|
|
|
(1)
|
Consists of
3,107,651
shares subject to stock options,
706,214
shares subject to restricted stock units, and
296,368
shares subject to performance share awards.
|
(2)
|
Represents the weighted average exercise price of outstanding stock options and does not take into account outstanding restricted stock units or performance share units.
|
(3)
|
Represents securities remaining available for issuance under the 2012 Stock and Incentive Plan.
|
(4)
|
Consists of
2,199,075
shares subject to stock options.
|
(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
|
|
Senior Vice President, 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
|
Edward P. Garden
|
|
|
|
|
|
*
|
|
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, 2016
|
$
|
19.0
|
|
$
|
1.2
|
|
$
|
4.1
|
|
$
|
0.3
|
|
$
|
16.4
|
|
Year ended December 31, 2015
|
$
|
12.1
|
|
$
|
10.1
|
|
$
|
2.4
|
|
$
|
(0.8
|
)
|
$
|
19.0
|
|
Year ended December 31, 2014
|
$
|
16.6
|
|
$
|
0.9
|
|
$
|
4.0
|
|
$
|
(1.4
|
)
|
$
|
12.1
|
|
(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)).
|
|
|
|
2.2
|
|
Share Purchase Agreement, dated August 18, 2016, by and between Emerson Electric Co. and Pentair plc (Incorporated by reference to Exhibit 2.1 in the Quarterly Report on Form 10-Q of Pentair plc filed with the Commission on October 25, 2016 (File No. 001-11625)).
|
|
|
|
3.1
|
|
Amended and Restated Memorandum and Articles of Association of Pentair plc (Incorporated by reference to Exhibit 3.1 in the Quarterly Report on Form 10-Q 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
|
|
Third Amendment, dated as of September 15, 2016, among Pentair, Pentair Investments Switzerland GmbH, Pentair Finance S.A. and the lenders and agent party thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on September 16, 2016 (File No. 001-11625)).
|
|
|
|
4.16
|
|
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)).
|
|
|
|
4.17
|
|
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)).
|
|
|
|
4.18
|
|
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)).
|
|
|
|
4.19
|
|
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)).
|
|
|
|
4.20
|
|
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 effective as of January 1, 2017.*
|
|
|
|
10.3
|
|
Form of Executive Officer Stock Option Grant Agreement for grants made prior to January 1, 2017 (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 for grants made prior to January 1, 2017 (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 for grants made prior to January 1, 2016(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 for grants made during 2016 (Incorporated by reference to Exhibit 10.8 in the Annual Report on Form 10-K of Pentair plc filed with the Commission on February 26, 2016 (File No. 001-11625)).*
|
|
|
|
10.9
|
|
Pentair plc 2008 Omnibus Stock Incentive Plan, as amended and restated effective as of January 1, 2017.*
|
|
|
|
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 (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, Dennis J. Cassidy, Jr. John H. Jacko, and Karen L. Keegans (Incorporated by reference to Exhibit 10.16 in the Annual Report on Form 10-K of Pentair plc filed with the Commission on February 26, 2016 (File No. 001-11625)).*
|
|
|
|
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
|
|
Form of Executive Officer Stock Option Grant Agreement for grants made on or after January 1, 2017.*
|
|
|
|
10.32
|
|
Form of Executive Officer Restricted Stock Unit Grant Agreement for grants made on or after January 2, 2017.*
|
|
|
|
10.33
|
|
Form of Executive Officer Performance Unit Grant Agreement for grants made on or after January 1, 2017.*
|
|
|
|
10.34
|
|
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, 2016 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, 2016, 2015 and 2014, (ii) the Consolidated Balance Sheets as of December 31, 2016 and 2015, (iii) the Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014, (iv) the Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014 and (v) the Notes to the Consolidated Financial Statements.
|
*
|
Denotes a management contract or compensatory plan or arrangement.
|
1.1
|
In this French Sub-Plan, all capitalized words and expressions shall have the meaning set forth in the Plan, except for those words and expressions which are solely used, and specifically defined, in this French Sub-Plan.
|
1.2
|
When used in this French Sub-Plan, the following words and expressions shall have the meanings set forth below:
|
Date of Grant
|
In respect of an Option or a French Award subject to the French Share Awards Regime, the date of grant as set by the Committee pursuant to the authority granted by the Plan.
|
Option Exercise Price
|
The price set by the Committee on the Date of Grant at which a Share may be subscribed or purchased and corresponding to the fair market value of the Share on the Date of Grant as established in accordance with Section 2.2.2.
|
Four Year Lock-up Period
|
A period of four (4) years, starting on the Date of Grant of the French Options, during which the Shares acquired from the exercise of the Option cannot be sold or transferred.
|
French Awards
|
The Awards which may be made to a French Participant and which are limited to Options, Awards of Restricted Stock, and Unit Awards; provided, that under no circumstances may a Unit Award entitle a French Participant to receive cash.
|
French Commercial Code (Code de Commerce)
|
The Commercial Code in force in France from time to time.
|
French Eligible Person
|
Salaried employees (i.e., employees with an employment contract) and corporate officers (i.e., the President, Directeur Général and Directeur Général Délégué, Membre du Directoire, Gérant de sociétés par actions) of the relevant French Subsidiary, but expressly excluding consultants and the directors of the French Subsidiary, unless they also hold a post for which an employment contract has been signed.
|
French Participant
|
In respect of French Awards, a French Eligible Person of the relevant French Subsidiary, each as selected by the Committee to participate in this French Sub-Plan.
|
French Share Award
|
Awards of Restricted Stock and Unit Awards under this French Sub-Plan that are subject to the French Share Awards Regime.
|
French Share Awards Regime
|
The main requirements of articles L.225-197-1 to L.225-197-6 of the French Commercial Code which allow certain specific tax and social benefits pursuant to the rules of Article 80
quaterdecies
of the French Tax Code and article L.242-1 of the French Social Security Code and which apply to Awards of Restricted Stock, and Unit Awards under this French Sub-Plan.
|
French Social Security Code
|
The “Code de la Sécurité sociale” in force in France from time to time.
|
French Subsidiary
|
Any company established in France in which Pentair owns, directly or indirectly, ten percent (10) or more of the share capital or the voting rights of such company.
|
French Tax Code
|
The "Code Général des Impôts” (CGI) in force in France from time to time.
|
Stock Option Regime
|
The main requirements of articles L.225-177 to L.225-186-1 of the French Commercial Code which convey certain specific tax and social benefits pursuant to the rules of Articles 163 bis C and 200 A of the French Tax Code and Article L.242-1 of the French Social Security Code and which apply to Awards of Options under this French Sub-Plan.
|
Two Year Holding Period
|
A period of two (2) years, starting on the end of the vesting period related to the Awards subject to the French Share Awards Regime during which the shares of Stock arising from these Awards can neither be sold nor transferred.
|
1
|
RULES OF THE FRENCH SUB-PLAN
|
2.1
|
Rules commonly applicable to the French Stock Option and the Share Awards eligible to the respective French Stock Option Regime and French Share Awards Regime
|
2.1.2
|
French Awards
|
2.1.6
|
Transferability of Awards
|
2.2
|
Rules specifically applicable to the French Awards subject to the Stock Option Regime
|
2.2.1
|
Types of Awards to be Granted to the French Participants Subject to the Stock Option Regime
|
2.2.2
|
Exercise Price
|
2.2.3
|
Grant Period
|
2.2.4
|
Adjustment of the Price and Number of Shares of Stock in the Event of a Certain Events
|
2.2.5
|
Vesting of French Stock Option
|
2.2.6
|
Four Year Lock-up Period
|
2.2.7
|
Exchange of Shares in the Event of a Restructuring of the Company
|
2.2.8
|
Exemption from the Four Year Lock-up Period
|
•
|
If the French Participant becomes Disabled and such Disability is included in the second or third category level of Disability specified in article L 341-1 of the French Social Security Code;
|
•
|
In the event of the French Participant’s death;
|
•
|
If the French Participant’s employment is terminated by the French Participant’s employer; provided, that the Options have been exercised at least three (3) months before he or she is sent of the notice of dismissal; or
|
2.2.9
|
Term of Options Subject to the Stock Option Regime
|
2.2.10
|
Employee’s Social Security Contributions
|
2.3
|
Rules Specifically Applicable to the French Awards subject to the French Share Awards Regime
|
2.3.1
|
Types of Awards to be Granted to the French Participants and Subject to the French Share Awards Regime
|
2.3.2
|
Restrictions on the Rights Attached to the French Share Awards
|
(a)
|
Performance Units
. Notwithstanding the definition of a Performance Unit in the Plan, a Performance Unit awarded to a French Participant may only consist of the right to receive an amount of Stock to the exclusion of any amount of cash. Notwithstanding Section 9(b) of the Plan, if Performance Shares are granted in tandem with Performance Units, no Performance Shares may be delivered to a French Participant and the French Participant shall not have any of the rights of a shareholder until the Performance Shares vest.
|
(b)
|
Restricted Stock Units
. Notwithstanding the definition of a Restricted Stock Unit in the Plan, a Restricted Stock Unit may only include the right to receive shares of Stock to the exclusion of any amount of cash.
|
2.3.3
|
Vesting of French Share Awards
|
-
|
in the event of the Disability of the French Participant, if such Disability corresponds to the second or third categories of Disability provided by article L.341-4 of the French Social Security Code;
|
-
|
upon the death of the French Participant, in which case the heirs of the French Participant may request the issuance and subsequent transfer of the Shares, if such request is made within six months after the death of the Participant;
|
-
|
upon the Retirement (as defined in the Plan) of the French Participant, provided that in no event may any French Share
Awards vest prior to the second anniversary of the Date of Grant.
|
2.3.5
|
Two Year Holding Period
|
2.3.6
|
Exceptions to the Two Year Holding Period
|
•
|
in the event the French Participant becomes Disabled and such Disability corresponds to the second or third categories of Disability provided in article L.341-4 of the French Social Security Code; and
|
•
|
in the event of the death of the Participant, by the heirs of the French Participant.
|
2.3.7
|
Black-out Period after the Two Year Holding Period
|
•
|
during the 10 trading day period prior to and the 3 trading day period after the date of publication of the annual or the consolidated financial statements of Pentair; and
|
•
|
during any period during which the management bodies of Pentair have knowledge of inside information which could have, if made public, a significant impact on the market price of the Shares and the tenth trading day following the date on which such information is made public.
|
•
|
Your Stock Options may be exercised only after they become vested. Your Stock Options may not be exercised after the expiration date set forth above, or the earlier date that these Stock Options terminate in connection with your termination of service in accordance with the terms of the Plan. Stock Options can only be exercised if the Fair Market Value of the Shares being exercised exceeds the grant price for those Shares. Only whole Shares will be issued; any fractional Share otherwise issuable under this award will be rounded up to the nearest whole Share.
|
•
|
If your service with the Company terminates (for any reason except for Cause), you may exercise those Stock Options which have vested as of the last day of your service for up to 90 days after your termination date or, if earlier, the expiration date of the Stock Options. Exceptions are made for termination of service due to such reasons as death, Retirement or Disability, in accordance with the terms of the Plan. If your service with the Company terminates for Cause, all of your Stock Options (both vested and unvested) shall terminate no later than your last day of service. In addition, if after your service terminates the Company determines that your service could have been terminated for Cause had all relevant facts been known at the time of your termination, then the Company may terminate all of your Stock Options (whether vested or unvested) immediately upon such determination, and you will be prohibited from exercising your Stock Options thereafter. In such event, you will be notified of the termination of your Stock Options.
|
•
|
You have no shareholder rights (e.g. dividends, voting) with respect to the underlying Shares you may purchase by the exercise of these Stock Options until after you have purchased the Shares.
|
•
|
You must pay the grant price and any applicable withholding taxes due upon exercise by one of the methods available under the Company’s exercise procedures, which may include (1) paying by cash or check, (2) swapping previously-acquired mature Shares or (3) arranging a cashless exercise through the Company’s designated broker. Please refer to the relevant materials provided by the plan administrator for more details.
|
•
|
The grant of this Plan award to you does not limit in any way the right of the Company to terminate your service at any time for any reason, nor does it guarantee you will receive Plan awards in subsequent years.
|
•
|
The vesting of this award may be suspended or delayed as a result of a leave of absence.
|
•
|
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. Capitalized terms used in this grant agreement have the meanings given in the Plan.
|
•
|
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 Stock Options will terminate immediately on the date of such determination to the extent required by such law or recoupment policy, any prior exercise of your Stock Options may be deemed to be rescinded, 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.
|
•
|
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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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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If you are an officer or other employee of the Company and this option is designated as an “incentive stock option” and if you sell Shares which were acquired through the exercise of this option within two years from the date of grant or one year from the date of exercise, you must notify the Company’s stock plan administrator of the sale to permit proper treatment of the compensation expense.
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For purposes of this agreement, the word “Company” means Pentair plc or any of its subsidiaries or any of their business units.
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Confidentiality
. You agree that you will treat during employment and thereafter, as private and privileged, any information, data, figures, projections, estimates, marketing plans, customer lists, lists of contract workers, tax records, personnel records, accounting procedures, formulas, contracts, business partners, alliances, ventures and all other confidential information you acquire while working for the Company. You agree that you will not release any such information to any person, firm, corporation or other entity at any time, except as may be required by law, or as agreed to in writing by the Company. You acknowledge that any violation of this non-disclosure provision shall entitle the Company to appropriate injunctive relief and to any damages which it may sustain due to the improper disclosure. However, you shall not be held in breach of this provision if you disclose confidential information to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law.
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Non-Solicitation
. You agree that, for a twenty-four (24) month period following your termination (voluntary or involuntary) from the Company, you will not, for yourself or any third party, directly or indirectly, (i) solicit or accept competitive business from any customer of the Company, or (ii) solicit any employee of the Company for the purpose of hiring such person or otherwise entice, induce or encourage, directly or indirectly, any such employee to leave their employment.
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Non-Competition
. You agree that, for a twenty-four (24) month period following your termination (voluntary or involuntary) from the Company, you will not, for yourself or for any third party, directly or indirectly, in whole or in part, provide services, whether as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity, to any entity anywhere in the World engaged in a business that is competitive with the Company. Notwithstanding the prior sentence, you are not prohibited from providing services to a competing entity if: (1) the duties and services provided by you to the competitor are not, in whole or in part, substantially similar to the duties and services you provided to the Company; and (2) the duties and services provided by you to the competitor are not reasonably likely to cause you to reveal trade secrets, know-how, customer lists, customer contracts, customer needs, business strategies, marketing strategies, product development, proprietary information and confidential information concerning the business of the Company. Nothing in this grant agreement prohibits you from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that your ownership represents a passive investment and that you are not a controlling person of, or a member of a group that controls, the corporation.
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Non-Disparagement
. You agree that you will not make disparaging remarks of any sort or otherwise communicate any disparaging comments to any other person or entity, about the Company and any of its divisions, subsidiaries, predecessors and successors, and any affiliated entities and persons, and all of their respective past and present employees, agents, insurers, officials, officers and directors. However, you shall not be held in breach of this provision if you disclose confidential information to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law.
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Effect of Breach
. By accepting this award, you agree that in light of the award conferred to you under this grant agreement, the narrow and restrictive covenants imposed above are reasonable and will not result in any hardship to you. Further, you acknowledge and agree that a breach of any obligation under this grant agreement will result in irreparable injury to the Company and that such harm may not be compensable entirely with monetary damages. The Company reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief and compensatory damages. In connection with any suit at law or in equity under this grant agreement, the Company shall be entitled to an accounting, and to the repayment of all profits, compensation, commissions, fees, or other remuneration which you or any other entity or person has either directly or indirectly realized on its behalf or on behalf of another and/or may realize, as a result of, growing out of, or in connection with the violation which is the subject of the suit. Further, in the event of your breach of the above sections, you shall disgorge the value of all payments and benefits conferred to you by virtue of this grant agreement, including, but not limited to, the cash or shares awarded. In addition to the foregoing, the Company shall be entitled to collect from you any reasonable attorney’s fees and costs occurred in brining any action against you or otherwise to enforce the terms of this grant agreement.
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The Restricted Stock Units become “vested” on the vesting dates noted above, provided any required performance goals have been satisfied. The Shares underlying the Restricted Stock Units will be issued upon vesting. In the event the vesting date falls on a weekend day or holiday, the Restricted Stock Units will vest and Shares will be issued on the next trading day.
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Only whole Shares will be issued; any fractional Share otherwise issuable under this award will be rounded up to the nearest whole Share.
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You may defer these Restricted Stock Units under the employer’s non-qualified deferred compensation plan. If you make a deferral election, then the Restricted Stock Units subject to that election will not be paid upon vesting, but will instead be paid pursuant to the terms of the non-qualified deferred compensation plan.
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Each Restricted Stock Unit includes one Dividend Equivalent Unit. A Dividend Equivalent Unit entitles you to a cash payment equal to the cash dividends declared on a Share of stock during the vesting period. Payment of the Dividend Equivalent Units will be made to you in cash as soon as practicable after the dividend payment date. Dividend Equivalent Units are not eligible for dividend reinvestment.
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If your employment with the Company terminates (voluntarily or involuntarily) before your Restricted Stock Units are 100% vested, then all nonvested Restricted Stock Units will be forfeited. Exceptions to this rule are made for certain types of terminations, including termination due to death, Disability, Retirement or a Covered Termination, in accordance with the terms of the Plan.
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If the Restricted Stock Units vest upon termination of employment, then the Shares underlying the Restricted Stock Units that vest will be issued promptly after your termination. If, however, you are a “specified employee” within the meaning of Code Section 409A at the time of your termination and if the Restricted Stock Units vest due to your Retirement, termination as a result of Disability or Covered Termination, then the issuance of the Shares for those vested Restricted Stock Units will be delayed for six months following your termination to the extent needed to comply with Code Section 409A.
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The Restricted Stock Units will also vest upon a Change of Control provided you are still employed with the Company immediately prior to the Change of Control. The term “Change of Control” as applied to your Restricted Stock Units is modified to comply with Code Section 409A.
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You cannot vote Restricted Stock Units.
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You may not sell, assign, transfer, pledge as collateral or otherwise dispose of your Restricted Stock Units at any time during the vesting period.
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The Fair Market Value of the Shares that are issued upon vesting of the Restricted Stock Units and the cash paid in respect of Dividend Equivalent Units generally will be considered taxable compensation, and may be subject to withholding taxes.
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If you are Retirement eligible while this award is in effect, or if you are eligible to retain this award on a termination that is not an involuntary termination within the meaning of Code Section 409A, then the value of your Restricted Stock Units that would be vested if you actually retired or terminated will be subject to Federal Insurance Contributions Act (“FICA”) taxes even if the award is not yet paid. Normally, such FICA taxes will be withheld at the end of the calendar year. A similar rule applies upon termination due to Disability if the issuance of the Shares is subject to the 6-month delay under Code Section 409A.
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If we or any of our affiliates is 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 Restricted Stock Units or disposition of any Shares acquired under an Award, we may deduct cash (or require an affiliate to deduct cash) from any payments of any kind otherwise due to you, or, with the consent of the Committee, Shares otherwise deliverable or vesting, to satisfy such tax obligations. Alternatively, we may require you to pay to us or an affiliate, in cash, promptly on demand, or make other arrangements (including our redemption, repurchase or other reacquisition of Shares otherwise delivered or deliverable to you) satisfactory to us regarding the payment to us or an affiliate of the aggregate amount of any such taxes and other amounts.
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For information about the methods of payment of your tax withholding obligations, please refer to the relevant materials provided by the plan administrator.
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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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The vesting of this award may be suspended or delayed as a result of a leave of absence.
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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. Capitalized terms used in this grant agreement have the meanings given in the Plan.
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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 Restricted Stock 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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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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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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For purposes of this agreement, the word “Company” means Pentair plc or any of its subsidiaries or any of their business units.
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Confidentiality
. You agree that you will treat during employment and thereafter, as private and privileged, any information, data, figures, projections, estimates, marketing plans, customer lists, lists of contract workers, tax records, personnel records, accounting procedures, formulas, contracts, business partners, alliances, ventures and all other confidential information you acquire while working for the Company. You agree that you will not release any such information to any person, firm, corporation or other entity at any time, except as may be required by law, or as agreed to in writing by the Company. You acknowledge that any violation of this non-disclosure provision shall entitle the Company to appropriate injunctive relief and to any damages which it may sustain due to the improper disclosure. However, you shall not be held in breach of this provision if you disclose confidential information to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law.
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Non-Solicitation
. You agree that, for a twenty-four (24) month period following your termination (voluntary or involuntary) from the Company, you will not, for yourself or any third party, directly or indirectly, (i) solicit or accept competitive business from any customer of the Company, or (ii) solicit any employee of the Company for the purpose of hiring such person or otherwise entice, induce or encourage, directly or indirectly, any such employee to leave their employment.
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Non-Competition
. You agree that, for a twenty-four (24) month period following your termination (voluntary or involuntary) from the Company, you will not, for yourself or for any third party, directly or indirectly, in whole or in part, provide services, whether as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity, to any entity anywhere in the World engaged in a business that is competitive with the Company. Notwithstanding the prior sentence, you are not prohibited from providing services to a competing entity if: (1) the duties and services provided by you to the competitor are not, in whole or in part, substantially similar to the duties and services you provided to the Company; and (2) the duties and services provided by you to the competitor are not reasonably likely to cause you to reveal trade secrets, know-how, customer lists, customer contracts, customer needs, business strategies, marketing strategies, product development, proprietary information and confidential information concerning the business of the Company. Nothing in this grant agreement prohibits you from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that your ownership represents a passive investment and that you are not a controlling person of, or a member of a group that controls, the corporation.
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Non-Disparagement
. You agree that you will not make disparaging remarks of any sort or otherwise communicate any disparaging comments to any other person or entity, about the Company and any of its divisions, subsidiaries, predecessors and successors, and any affiliated entities and persons, and all of their respective past and present employees, agents, insurers, officials, officers and directors. However, you shall not be held in breach of this provision if you disclose confidential information to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law.
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Effect of Breach
. By accepting this award, you agree that in light of the award conferred to you under this grant agreement, the narrow and restrictive covenants imposed above are reasonable and will not result in any hardship to you. Further, you acknowledge and agree that a breach of any obligation under this grant agreement will result in irreparable injury to the Company and that such harm may not be compensable entirely with monetary damages. The Company reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief and compensatory damages. In connection with any suit at law or in equity under this grant agreement, the Company shall be entitled to an accounting, and to the repayment of all profits, compensation, commissions, fees, or other remuneration which you or any other entity or person has either directly or indirectly realized on its behalf or on behalf of another and/or may realize, as a result of, growing out of, or in connection with the violation which is the subject of the suit. Further, in the event of your breach of the above sections, you shall disgorge the value of all payments and benefits conferred to you by virtue of this grant agreement, including, but not limited to, the cash or shares awarded. In addition to the foregoing, the Company shall be entitled to collect from you any reasonable attorney’s fees and costs occurred in brining any action against you or otherwise to enforce the terms of this grant agreement.
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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 otherwise issuable under this award will be rounded up to the nearest whole Share.
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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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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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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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If you are not a Board-appointed officer (as described above), then:
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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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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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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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You cannot vote Performance Share Units.
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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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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. Withholding for taxes will be governed by the Plan.
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Please see the attached “Country Specific Terms and Conditions” for more information regarding the tax consequences of this award. For information about the methods of payment of your tax withholding obligations, please refer to the relevant materials provided by the plan administrator.
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Confidentiality
. You agree that you will treat during employment and thereafter, as private and privileged, any information, data, figures, projections, estimates, marketing plans, customer lists, lists of contract workers, tax records, personnel records, accounting procedures, formulas, contracts, business partners, alliances, ventures and all other confidential information you acquire while working for the Company. You agree that you will not release any such information to any person, firm, corporation or other entity at any time, except as may be required by law, or as agreed to in writing by the Company. You acknowledge that any violation of this non-disclosure provision shall entitle the Company to appropriate injunctive relief and to any damages which it may sustain due to the improper disclosure. However, you shall not be held in breach of this provision if you disclose confidential information to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law.
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Non-Solicitation
. You agree that, for a twenty-four (24) month period following your termination (voluntary or involuntary) from the Company, you will not, for yourself or any third party, directly or indirectly, (i) solicit or accept competitive business from any customer of the Company, or (ii) solicit any employee of the Company for the purpose of hiring such person or otherwise entice, induce or encourage, directly or indirectly, any such employee to leave their employment.
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Non-Competition
. You agree that, for a twenty-four (24) month period following your termination (voluntary or involuntary) from the Company, you will not, for yourself or for any third party, directly or indirectly, in whole or in part, provide services, whether as an employee, employer, owner, operator, manager, advisor, consultant, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity, to any entity anywhere in the World engaged in a business that is competitive with the Company. Notwithstanding the prior sentence, you are not prohibited from providing services to a competing entity if: (1) the duties and services provided by you to the competitor are not, in whole or in part, substantially similar to the duties and services you provided to the Company; and (2) the duties and services provided by you to the competitor are not reasonably likely to cause you to reveal trade secrets, know-how, customer lists, customer contracts, customer needs, business strategies, marketing strategies, product development, proprietary information and confidential information concerning the business of the Company. Nothing in this grant agreement prohibits you from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that your ownership represents a passive investment and that you are not a controlling person of, or a member of a group that controls, the corporation.
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Non-Disparagement
. You agree that you will not make disparaging remarks of any sort or otherwise communicate any disparaging comments to any other person or entity, about the Company and any of its divisions, subsidiaries, predecessors and successors, and any affiliated entities and persons, and all of their respective past and present employees, agents, insurers, officials, officers and directors. However, you shall not be held in breach of this provision if you disclose confidential information to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law.
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Effect of Breach
. By accepting this award, you agree that in light of the award conferred to you under this grant agreement, the narrow and restrictive covenants imposed above are reasonable and will not result in any hardship to you. Further, you acknowledge and agree that a breach of any obligation under this grant agreement will result in irreparable injury to the Company and that such harm may not be compensable entirely with monetary damages. The Company reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief and compensatory damages. In connection with any suit at law or in equity under this grant agreement, the Company shall be entitled to an accounting, and to the repayment of all profits, compensation, commissions, fees, or other remuneration which you or any other entity or person has either directly or indirectly realized on its behalf or on behalf of another and/or may realize, as a result of, growing out of, or in connection with the violation which is the subject of the suit. Further, in the event of your breach of the above sections, you shall disgorge the value of all payments and benefits conferred to you by virtue of this grant agreement, including, but not limited to, the cash or shares awarded. In addition to the foregoing, the Company shall be entitled to collect from you any reasonable attorney’s fees and costs occurred in brining any action against you or otherwise to enforce the terms of this grant agreement.
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The attached “Country Specific Terms and Conditions” contains additional provisions applicable to this award.
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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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The vesting of this award may be suspended or delayed as a result of a leave of absence.
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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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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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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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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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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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For purposes of this agreement, the word “Company” means Pentair plc or any of its subsidiaries or any of their business units.
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Deferral Election
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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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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 which your termination of employment occurs.
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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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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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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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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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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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Labor Acknowledgement
.
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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 to grant Performance Share Units under the Plan to individuals who may be employees of Pentair plc or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind Pentair plc or any of its Affiliates. Consequently, you understand that the Performance Share Units are granted on the assumption and condition that the Performance Share Units and any amount received upon vesting of the Performance Share Units is not part of any employment contract (either with Pentair plc or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the Performance Share Units would not be granted to you but for the assumptions and conditions referred to herein. Thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, the grant of Performance Share Units as provided in this agreement shall be null and void.
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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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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.
|
1.
|
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-related items related to the grant or your participation in the Plan (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer.
|
2.
|
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.
|
3.
|
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.
|
4.
|
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.
|
5.
|
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.
|
6.
|
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.
|
7.
|
Except as otherwise set forth above, the tax withholding with respect to the grant shall be governed by the terms of the Plan.
|
1.
|
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.
|
2.
|
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.
|
3.
|
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.
|
4.
|
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).
|
1.
|
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.
|
2.
|
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.
|
3.
|
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.
|
4.
|
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.
|
5.
|
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.
|
6.
|
You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan.
|
7.
|
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.
|
1.
|
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.
|
2.
|
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.
|
3.
|
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.
|
Name of Company
|
|
Jurisdiction of Incorporation
|
Alberta Electronic Company Limited
|
|
Hong Kong
|
Alliance Integrated Systems, Inc.
|
|
United States
|
Aplex Industries, Inc.
|
|
United States
|
Biffi Italia S.r.l.
|
|
Italy
|
Century Mfg. Co.
|
|
United States
|
Chansuba Pumps Private Limited
(1)
|
|
India
|
Chemat GmbH Armaturen fur Industrie - und Nuklearanlage
|
|
Germany
|
Combinatie Nijuis-Ippel V.o.f.
(2)
|
|
Netherlands
|
Conception et Representation de Technologie de Controle C.R.T. Controle
|
|
France
|
Crosby Valve, LLC
|
|
United States
|
Davies Pumps & Co Limited
|
|
New Zealand
|
Edward Barber & Company Limited
|
|
United Kingdom
|
Edward Barber (U.K.) Limited
|
|
United Kingdom
|
Electronic Enclosures, LLC
|
|
United States
|
Emirates Techno Casting FZE
|
|
United Arab Emirates
|
Emirates Techno Casting Holdings Limited
(3)
|
|
United Arab Emirates
|
Emirates Techno Casting LLC
|
|
United Arab Emirates
|
Epps, Ltd.
|
|
Mauritius
|
Erichs Armatur AB
(2)
|
|
Sweden
|
ERICO B.V.
|
|
Netherlands
|
ERICO Canada Inc.
|
|
Canada
|
ERICO Chile Comercial e Industrial Ltda.
|
|
Chile
|
ERICO del Pacifico Comercial e Idustrial Limitada
|
|
Chile
|
ERICO do Brasil Comércio de Indústria Ltda.
|
|
Brazil
|
ERICO Europa (G.B.) Limited
|
|
United Kingdom
|
ERICO Europe B.V.
|
|
Netherlands
|
ERICO Europe Holding B.V.
|
|
Netherlands
|
ERICO France Sarl
|
|
France
|
ERICO Global Company
|
|
United States
|
ERICO GmbH
|
|
Germany
|
ERICO International Corporation
|
|
United States
|
ERICO Italia S.r.l.
|
|
Italy
|
ERICO Lightning Technologies (Pty) Ltd.
|
|
Australia
|
ERICO Limited
|
|
Hong Kong
|
ERICO Ltd.
|
|
China
|
ERICO México, S.A. de C.V.
|
|
Mexico
|
ERICO Pacific Ltd.
|
|
Taiwan
|
ERICO Poland SP. z.o.o
|
|
Poland
|
ERICO Products Australia (Pty) Ltd.
|
|
Australia
|
ERICO US Holding LLC
|
|
United States
|
ETC International Holdings, Ltd.
|
|
Virgin Islands, British
|
ETE Coliban Pty Limited
|
|
Australia
|
EuroPentair GmbH
|
|
Germany
|
Everpure Japan K.K.
|
|
Japan
|
FARADYNE Motors (Suzhou) Co., Ltd
(2)
|
|
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
|
|
Germany
|
Flow Control Holding Verwaltungs GmbH
|
|
Germany
|
Flow Control Technologies S.A.
(4)
|
|
France
|
Flow Control US Holding Corporation
|
|
United States
|
Generale de Robinetterie Industrielle et de Systemes de Surete (GRISS) S.A.
(4)
|
|
France
|
Goyen Controls Co Pty Ltd.
|
|
Australia
|
Goyen Controls Co UK Limited
|
|
United Kingdom
|
Goyen Valve LLC
|
|
United States
|
Great American Aquaculture, LLC
|
|
United States
|
Greenspan Environmental Technology Pty Ltd.
|
|
Australia
|
Greenspan Singapore Private Limited
|
|
Singapore
|
Greenspan Technology Pty Ltd.
|
|
Australia
|
Gulf Valve FZE
|
|
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.
|
|
Mexico
|
Hoffman Schroff PTE Ltd
|
|
Singapore
|
Holding Nijhuis Pompen B.V.
|
|
Netherlands
|
Hypro EU Limited
|
|
United Kingdom
|
Infinite Water Solutions Private Limited
(2)
|
|
India
|
Ingenieuer-und Reparatur-Transfer GmbH
(5)
|
|
Germany
|
J.R. Clarkson Company LLC, The
|
|
United States
|
JCF Fluid Flow India Private Limited
(6)
|
|
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
|
Keystone Valve (U.K.) Ltd.
|
|
United Kingdom
|
Limited Liability Company Pentair Rus
|
|
Russian Federation
|
Lincoln Automotive Company
|
|
United States
|
McNeil (Ohio) Corporation
|
|
United States
|
Mecafrance (Deutschland) GmbH
|
|
Germany
|
MECAIR S.r.l.
|
|
Italy
|
Milperra Developments (Pty) Ltd.
|
|
Australia
|
Moraine Properties, LLC
|
|
United States
|
Nano Terra, Inc.
(7)
|
|
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
|
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 Chile SpA
|
|
Chile
|
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 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 FZE
|
|
United Arab Emirates
|
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 Iceland Holdings Ehf.
|
|
Iceland
|
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 Ireland Limited
|
|
Ireland
|
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 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 Middle East Holdings, LLC
|
|
United States
|
Pentair Nanosoft Bermuda Holdings
|
|
Bermuda
|
Pentair Nanosoft US Holdings, LLC
|
|
United States
|
Pentair Netherlands Holding B.V.
|
|
Netherlands
|
Pentair Pacific Rim (Water) Limited
(8)
|
|
Hong Kong
|
Pentair Pacific Rim Limited
(8)
|
|
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 Sanmar Limited
(9)
|
|
India
|
Pentair Services France S.A.S.
|
|
France
|
Pentair Services Holding GmbH
|
|
Switzerland
|
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
(10)
|
|
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.
(5)
|
|
United Arab Emirates
|
Pentair Technical Solutions Europe Gmbh
|
|
Switzerland
|
Pentair Technical Solutions GmbH
|
|
Germany
|
Pentair Technical Solutions Japan Co., Ltd.
|
|
Japan
|
Pentair Technical Solutions Nordic AB
|
|
Sweden
|
Pentair Technical Solutions S.r.l.
|
|
Italy
|
Pentair Technical Solutions S.A.S
|
|
France
|
Pentair Technical Solutions Shanghai Co., Ltd.
|
|
China
|
Pentair Technical Solutions UK Limited
|
|
United Kingdom
|
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 Czech, s.ro.
|
|
Czech Republic
|
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 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 Norway AS
|
|
Norway
|
Pentair Thermal Management Polska Sp. z.o.o.
|
|
Poland
|
Pentair Thermal Management Romania SRL
|
|
Romania
|
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 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.
(11)
|
|
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 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
(11)
|
|
India
|
Pentair Valves and Controls U.A.E., Inc.
(5)
|
|
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 Brazil LLC
|
|
United States
|
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 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, 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
|
Peocon Ehf.
|
|
Iceland
|
PFAM, Inc.
|
|
United States
|
Plymouth Products, Inc.
|
|
United States
|
PNR Technical Solutions Finland Oy
|
|
Finland
|
Porter-Cable de Mexico S.A. de C.V.
|
|
Mexico
|
Productos ERICO S.A.
|
|
Spain
|
PT Pentair Indonesia
(12)
|
|
Indonesia
|
PTG Accessories Corp.
|
|
United States
|
Purification Valley C.V.
(8)
|
|
Netherlands
|
Raychem HTS Limited
|
|
United Kingdom
|
SABO-Armaturen Service GmbH
|
|
Germany
|
Safety Systems UK Pte. Ltd.
|
|
Singapore
|
Sakhi-Raimondi Valves (India) Pvt Ltd.
(11)
|
|
India
|
Schroff Co. Ltd. Taiwan
|
|
Taiwan
|
Schroff S.r.l.
|
|
Italy
|
Schroff UK Limited
|
|
United Kingdom
|
Seghers-Applied (Pty) Ltd.
|
|
Australia
|
Sempell GmbH
|
|
Germany
|
Seneca Enterprises Co.
|
|
United States
|
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
|
Urban Organics Pentair Group, LLC
(13)
|
|
United States
|
Urban Organics Schmidt Real Estate Group, LLC
|
|
United States
|
Urban Organics St. Paul, LLC
|
|
United States
|
Vaki A/S
|
|
Iceland
|
Vaki Aquaculture Systems Ehf.
|
|
Iceland
|
Vaki Chile Ltda
|
|
Chile
|
Vaki Scotland Ltd.
|
|
United Kingdom
|
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)
|
49% owned
|
(6)
|
99.34% owned
|
(7)
|
4.81% owned
|
(8)
|
99% owned
|
(9)
|
40% owned
|
(10)
|
70% owned
|
(11)
|
99.99% owned
|
(12)
|
99.66% 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/ Edward P. Garden
|
|
Director
|
Edward P. Garden
|
|
|
|
|
|
/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 the 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 which 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 21, 2017
|
/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:
|
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 the 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 which 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 21, 2017
|
/s/ John L. Stauch
|
|
|
John L. Stauch
|
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date:
|
February 21, 2017
|
/s/ Randall J. Hogan
|
|
|
Randall J. Hogan
|
|
|
Chairman and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date:
|
February 21, 2017
|
/s/ John L. Stauch
|
|
|
John L. Stauch
|
|
|
Executive Vice President and Chief Financial Officer
|