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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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Regal House, 70 London Road, Twickenham, London, TW13QS 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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Emerging growth company
o
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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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Focused on strategies to advance pool growth and accelerate residential and commercial water treatment;
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•
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Accelerated by innovation and digital transformation; and
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•
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Grounded in Win Right values and utilizing the Pentair Integrated Management System (“PIMS”) consisting of lean enterprise, growth and talent management to drive sustained and consistent performance.
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December 31
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||||||||||
In millions
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2018
|
2017
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$ change
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% change
|
|||||||
Aquatic Systems
|
$
|
80.3
|
|
$
|
110.1
|
|
$
|
(29.8
|
)
|
(27.1
|
)%
|
Filtration Solutions
|
96.2
|
|
145.7
|
|
(49.5
|
)
|
(34.0
|
)%
|
|||
Flow Technologies
|
156.0
|
|
151.1
|
|
4.9
|
|
3.2
|
%
|
|||
Total
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$
|
332.5
|
|
$
|
406.9
|
|
$
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(74.4
|
)
|
(18.3
|
)%
|
•
|
diversion of management time and attention from daily operations;
|
•
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difficulties integrating acquired businesses, technologies and personnel into our business;
|
•
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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 relating 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 U.S.;
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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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changes in tax treaties, laws or rulings that could have a material adverse impact on our effective tax rate;
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•
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the difficulty of enforcing agreements and collecting receivables through non-U.S. legal systems;
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•
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the difficulty of communicating and monitoring standards and directives across our global facilities;
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•
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trade protection measures and import or export licensing requirements and restrictions;
|
•
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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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difficulty in staffing and managing widespread operations in non-U.S. labor markets;
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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 results of operations 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 or guidance by us or securities analysts or our ability to meet those estimates or guidance;
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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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overall market fluctuations;
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•
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results from any material litigation, government investigations or environmental liabilities;
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•
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natural or other environmental disasters;
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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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No. of Facilities
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||||||
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Location
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Manufacturing
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Distribution
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Sales and Corporate Offices
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Service Centers
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|||
Aquatic Systems
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22 U.S. cities and 12 foreign countries
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9
|
11
|
13
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1
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|||
Filtration Solutions
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14 U.S. cities and 40 foreign countries
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19
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9
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26
|
—
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Flow Technologies
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15 U.S. cities and 35 foreign countries
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20
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12
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8
|
10
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|||
Corporate
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3 U.S. cities and 4 foreign countries
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—
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|
—
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|
7
|
—
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Total
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48
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32
|
54
|
11
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Name
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Age
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Current Position and Business Experience
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John L. Stauch
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54
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President and Chief Executive Officer since 2018; Executive Vice President and Chief Financial Officer 2007 — 2018; 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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Kelly A. Baker
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49
|
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Executive Vice President and Chief Human Resources Officer since 2017; Chief Human Resources Officer of Patterson Companies, Inc. 2016 — 2017; Vice President of Human Resources, U.S. Retail Organization and Marketing Function of General Mills 2014 — 2016; Vice President of Human Resources, Corporate & Global Business Solutions of General Mills 2009 — 2014; Vice President of Diversity & Inclusion of General Mills 2005 — 2009; Various Human Resources leadership positions at General Mills 1995 — 2005.
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Mark C. Borin
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51
|
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Executive Vice President and Chief Financial Officer since 2018; Senior Vice President and Chief Accounting Officer 2008 — 2018 and Treasurer 2015 — 2018; 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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58
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Executive Vice President and Chief Operating Officer since 2018; Senior Vice President and President, Water segment 2017 — 2018; 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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John H. Jacko
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61
|
|
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Executive Vice President and Chief Growth Officer since 2018; Senior Vice President and Chief Marketing Officer 2017 — 2018; 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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Karla C. Robertson
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48
|
|
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Executive Vice President, General Counsel and Secretary since 2018; General Counsel, Pentair plc Water segment 2017 — 2018; Executive Vice President, General Counsel and Corporate Secretary of SUPERVALU Inc. 2013 — 2017; Vice President, Employment, Compensation and Benefits Law of SUPERVALU Inc. 2012 — 2013; Director, Employment Law of SUPERVALU Inc. 2011 — 2012; Senior Counsel, Employment Law of SUPERVALU Inc. 2009 — 2011; Senior Employee Relations Counsel of Target Corporation 2006 — 2008; Associate, Faegre & Benson LLP 2000 — 2005; Judicial Clerk, United States District Court for the Southern District of Iowa, 1998 — 2000
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Philip M. Rolchigo, Ph.D.
|
|
57
|
|
|
Executive Vice President and Chief Technology Officer since 2017; Vice President of Engineering and Technology Innovation 2007 — 2017; Business Development Director of GE Global Research Center 2006 — 2007; Director of Technology of GE Water & Process Technologies 2003 — 2006; Chief Technology Officer of Osmonics 2000 — 2003; Vice President of Research & Development of Osmonics 1998 — 2000; Chief Technology Officer of Membrex 1988 — 1998.
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Base Period
December
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INDEXED RETURNS
Years ended December 31
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||||||||||||||||
Company / Index
|
2013
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||
Pentair plc
|
$
|
100
|
|
|
$
|
86.84
|
|
$
|
66.16
|
|
$
|
76.74
|
|
$
|
98.74
|
|
$
|
80.12
|
|
S&P 500 Index
|
100
|
|
|
113.69
|
|
115.26
|
|
129.05
|
|
157.22
|
|
150.33
|
|
||||||
S&P 500 Industrials Index
|
100
|
|
|
112.36
|
|
115.62
|
|
127.31
|
|
156.04
|
|
151.29
|
|
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(a)
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(b)
|
(c)
|
(d)
|
||||||
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Total number of
shares
purchased
|
Average price
paid per share
|
Total number of
shares
purchased as
part of publicly
announced
plans or
programs
|
Dollar value
of
shares that may
yet be purchased
under the plans or
programs
|
||||||
October 1 – October 27
|
632
|
|
$
|
41.29
|
|
—
|
|
$
|
500,000,101
|
|
October 28 – November 24
|
809,872
|
|
39.90
|
|
625,162
|
|
473,603,480
|
|
||
November 25 – December 31
|
1,833,155
|
|
40.15
|
|
1,832,049
|
|
400,000,120
|
|
||
Total
|
2,643,659
|
|
|
2,457,211
|
|
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(a)
|
The purchases in this column include
632
shares for the period
October 1 – October 27
,
184,710
shares for the period
October 28 – November 24
, and
1,106
shares for the period
November 25 – December 31
deemed surrendered to us by participants in our 2012 Stock and Incentive Plan (the “2012 Plan”) and earlier stock incentive plans that are now outstanding under the 2012 Plan (collectively the “Plans”) to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted shares.
|
(b)
|
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 for the exercise price of stock options and withholding tax obligations due upon stock option exercises and vesting of restricted and performance 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 authorized by the Board of Directors, discussed below.
|
(d)
|
On May 8, 2018, our Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of
$750.0 million
. The 2018 authorization expires on May 31, 2021. We have
$400.0 million
remaining availability for repurchases under the 2018 authorization. From time to time, we may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization.
|
|
Years ended December 31
|
||||||||||||||
In millions, except per-share amounts
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Consolidated statements of operations and comprehensive income
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,965.1
|
|
$
|
2,845.7
|
|
$
|
2,780.6
|
|
$
|
2,812.4
|
|
$
|
2,942.1
|
|
Operating income
|
436.7
|
|
378.3
|
|
354.4
|
|
304.7
|
|
226.8
|
|
|||||
Net income from continuing operations attributable to Pentair
|
321.7
|
|
114.1
|
|
178.2
|
|
170.9
|
|
122.3
|
|
|||||
Per ordinary share
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
||||||||||
Earnings per ordinary share from continuing operations attributable to Pentair
|
$
|
1.83
|
|
$
|
0.63
|
|
$
|
0.98
|
|
$
|
0.95
|
|
$
|
0.64
|
|
Weighted average ordinary shares
|
175.8
|
|
181.7
|
|
181.3
|
|
180.3
|
|
190.6
|
|
|||||
Diluted
|
|
|
|
|
|
||||||||||
Earnings per ordinary share from continuing operations attributable to Pentair
|
$
|
1.81
|
|
$
|
0.62
|
|
$
|
0.97
|
|
$
|
0.94
|
|
$
|
0.63
|
|
Weighted average ordinary shares
|
177.3
|
|
183.7
|
|
183.1
|
|
182.6
|
|
193.7
|
|
|||||
Cash dividends declared and paid per ordinary share
|
$
|
1.05
|
|
$
|
1.38
|
|
$
|
1.34
|
|
$
|
1.28
|
|
$
|
1.10
|
|
Cash dividends declared and unpaid per ordinary share
|
0.18
|
|
0.35
|
|
0.345
|
|
0.33
|
|
0.32
|
|
|||||
Consolidated balance sheets
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,806.5
|
|
$
|
8,633.7
|
|
$
|
11,534.8
|
|
$
|
11,833.4
|
|
$
|
10,643.8
|
|
Total debt
|
787.6
|
|
1,440.7
|
|
4,279.2
|
|
4,685.8
|
|
2,988.4
|
|
|||||
Total equity
|
1,836.1
|
|
5,037.8
|
|
4,254.4
|
|
4,008.8
|
|
4,663.8
|
|
•
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During 2018 and 2017, we continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigned our business in contemplation of the Separation and Distribution of nVent. We expect these actions will contribute to margin growth in 2019.
|
•
|
We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S. 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.
|
•
|
Proposed regulations as part of the Tax Cuts and Jobs Act, enacted in the U.S. in December 2017, may place limitations on the deductibility of certain interest expense for U.S. tax purposes. These proposed regulations could materially adversely affect our financial condition, results of operations, cash flows or our effective tax rate in future reporting periods when enacted.
|
•
|
Accelerating PIMS, with specific focus on the area of commercial excellence and acquisition integrations;
|
•
|
Delivering our growth priorities through new products and global and market expansion, specifically in the areas of pool and residential and commercial water treatment especially through acquisitions and focus on China and Southeast Asia;
|
•
|
Optimizing our technological capabilities to increasingly generate innovative new products and advance digital transformation; and
|
•
|
Building a growth culture and delivering on our commitments while living our Win Right values.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2018
|
2017
|
2016
|
|
2018 vs 2017
|
2017 vs 2016
|
||||||||
Net sales
|
$
|
2,965.1
|
|
$
|
2,845.7
|
|
$
|
2,780.6
|
|
|
4.2
|
%
|
2.3
|
%
|
Cost of goods sold
|
1,917.4
|
|
1,858.2
|
|
1,821.5
|
|
|
3.2
|
%
|
2.0
|
%
|
|||
Gross profit
|
1,047.7
|
|
987.5
|
|
959.1
|
|
|
6.1
|
%
|
3.0
|
%
|
|||
% of net sales
|
35.3
|
%
|
34.7
|
%
|
34.5
|
%
|
|
0.6
|
pts
|
0.2
|
pts
|
|||
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
534.3
|
|
536.0
|
|
531.4
|
|
|
(0.3
|
)%
|
0.9
|
%
|
|||
% of net sales
|
18.0
|
%
|
18.8
|
%
|
19.1
|
%
|
|
(0.8
|
) pts
|
(0.3
|
) pts
|
|||
Research and development
|
76.7
|
|
73.2
|
|
73.3
|
|
|
4.8
|
%
|
(0.1
|
)%
|
|||
% of net sales
|
2.6
|
%
|
2.6
|
%
|
2.6
|
%
|
|
—
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||||
Operating income
|
436.7
|
|
378.3
|
|
354.4
|
|
|
15.4
|
%
|
6.7
|
%
|
|||
% of net sales
|
14.7
|
%
|
13.3
|
%
|
12.7
|
%
|
|
1.4
|
pts
|
0.6
|
pts
|
|||
|
|
|
|
|
|
|
||||||||
Loss on sale of businesses
|
7.3
|
|
4.2
|
|
3.9
|
|
|
N.M.
|
|
7.7
|
%
|
|||
Loss on early extinguishment of debt
|
17.1
|
|
101.4
|
|
—
|
|
|
N.M.
|
|
N.M
|
|
|||
Net interest expense
|
32.6
|
|
87.3
|
|
140.1
|
|
|
(62.7
|
)%
|
(37.7
|
)%
|
|||
Other (income) expense
|
(0.1
|
)
|
12.6
|
|
(10.5
|
)
|
|
N.M.
|
|
N.M
|
|
|||
|
|
|
|
|
|
|
||||||||
Income from continuing operations before income taxes
|
379.8
|
|
172.8
|
|
220.9
|
|
|
N.M.
|
|
(21.8
|
)%
|
|||
Provision for income taxes
|
58.1
|
|
58.7
|
|
42.7
|
|
|
(1.0
|
)%
|
37.5
|
%
|
|||
Effective tax rate
|
15.3
|
%
|
34.0
|
%
|
19.3
|
%
|
|
(18.7
|
) pts
|
14.7
|
pts
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||
Volume
|
3.6
|
%
|
|
—
|
%
|
Price
|
1.2
|
|
|
0.8
|
|
Core growth
|
4.8
|
|
|
0.8
|
|
Acquisition (divestiture)
|
(1.2
|
)
|
|
1.1
|
|
Currency
|
0.6
|
|
|
0.4
|
|
Total
|
4.2
|
%
|
|
2.3
|
%
|
•
|
core sales increases across all three reportable segments, primarily driven by increased sales in the residential and commercial businesses;
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
•
|
favorable foreign currency effects during the year ended December 31, 2018.
|
•
|
sales declines due to the sale of certain businesses during the year ended December 31, 2018.
|
•
|
increased sales in our industrial and residential & commercial businesses primarily in the U.S.;
|
•
|
selective increases in selling prices to mitigate inflationary cost increases;
|
•
|
increased sales related to business acquisitions that occurred in the fourth quarter of 2016 and the first quarter of 2017; and
|
•
|
favorable foreign currency effects during the year ended December 31,
2017
.
|
•
|
sales declines in our industrial business due to customer delays in capital spending; and
|
•
|
large job adjustments to net sales of $9.7 million in 2017.
|
•
|
selective increases in selling prices across all three reportable segments to mitigate inflationary cost increases;
|
•
|
favorable mix in the Filtration Solutions segment; and
|
•
|
higher contribution margin as a result of savings generated from our PIMS initiatives, including lean and supply management practices.
|
•
|
inflationary increases related to raw materials and labor costs.
|
•
|
favorable material savings for certain raw materials and product mix offsetting inflation;
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
•
|
higher contribution margin as a result of savings generated from our PIMS initiatives including lean and supply management practices.
|
•
|
inflationary increases related to raw materials and labor costs.
|
•
|
savings generated from restructuring and other lean initiatives; and
|
•
|
higher sales resulting in increased leverage.
|
•
|
restructuring costs of
$40.6 million
in
2018
, compared to
$28.2 million
in
2017
;
|
•
|
the reversal of a
$13.3 million
indemnification liability in 2017 that did not recur in 2018; and
|
•
|
investments in sales and marketing to drive growth.
|
•
|
a benefit from the reversal of a
$13.3 million
indemnification liability in 2017; and
|
•
|
savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
•
|
restructuring costs of
$28.2 million
in
2017
, compared to
$12.2 million
in
2016
;
|
•
|
non-cash charges of $15.6 million in 2017 related to trade names and other impairments; and
|
•
|
increased investments in sales and marketing to drive growth.
|
•
|
the impact of lower debt levels during
2018
compared to
2017
. In June 2018, the proceeds from the Separation were utilized to repay the remaining $255.3 million aggregate principal amount of our 2.9% fixed rate senior notes due 2018 and for the early extinguishment of €363.4 million aggregate principal amount of our 2.45% senior notes due 2019.
|
•
|
increased overall interest rates in effect on our outstanding variable rate debt during
2018
compared to
2017
.
|
•
|
the impact of lower debt levels during
2017
compared to
2016
. In May 2017, a portion of the proceeds from the sale of the Valves & Controls business was utilized to repay all commercial paper and revolving long term debt and for the early extinguishment of $1,659.3 million aggregate principal amount of certain series of fixed rate outstanding notes.
|
•
|
increased overall interest rates in effect on our variable rate outstanding debt during
2017
compared to
2016
.
|
•
|
the mix of global earnings, including the impact of U.S. Tax Reform; and
|
•
|
the impact of lower nondeductible interest expense allocated to continuing operations in 2018 compared to 2017.
|
•
|
the mix of global earnings, including the impact of U.S. Tax Reform; and
|
•
|
the unfavorable tax impact of restructuring costs in 2016 in jurisdictions with low tax benefits.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2018
|
2017
|
2016
|
|
2018 vs 2017
|
2017 vs 2016
|
||||||||
Net sales
|
$
|
1,026.1
|
|
$
|
939.6
|
|
$
|
877.8
|
|
|
9.2
|
%
|
7.0
|
%
|
Segment income
|
277.6
|
|
254.1
|
|
217.4
|
|
|
9.2
|
%
|
16.9
|
%
|
|||
% of net sales
|
27.1
|
%
|
27.0
|
%
|
24.8
|
%
|
|
0.1
|
pts
|
2.2
|
pts
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||
Volume
|
8.2
|
%
|
|
5.2
|
%
|
Price
|
2.3
|
|
|
1.4
|
|
Core growth
|
10.5
|
|
|
6.6
|
|
Acquisition (divestiture)
|
(1.2
|
)
|
|
0.1
|
|
Currency
|
(0.1
|
)
|
|
0.3
|
|
Total
|
9.2
|
%
|
|
7.0
|
%
|
•
|
core sales growth related to higher sales of certain pool products primarily serving North American residential housing; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
•
|
sales declines due to the divestiture of certain businesses in 2018.
|
•
|
core sales increases in the residential & commercial business primarily in the U.S.;
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
•
|
favorable foreign currency effects.
|
|
2018
|
2017
|
||
Growth
|
1.4
|
pts
|
0.8
|
pts
|
Acquisition
|
0.4
|
|
0.4
|
|
Inflation
|
(2.9
|
)
|
(1.1
|
)
|
Productivity/Price
|
1.2
|
|
2.1
|
|
Total
|
0.1
|
pts
|
2.2
|
pts
|
•
|
core sales growth contributions to income;
|
•
|
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 raw material and labor costs.
|
•
|
price increases to mitigate inflationary cost increases; and
|
•
|
cost savings generated from PIMS initiatives including lean and supply management practices.
|
•
|
inflationary increases related to raw materials and labor costs.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2018
|
2017
|
2016
|
|
2018 vs 2017
|
2017 vs 2016
|
||||||||
Net sales
|
$
|
1,001.0
|
|
$
|
990.6
|
|
$
|
976.3
|
|
|
1.0
|
%
|
1.5
|
%
|
Segment income
|
168.5
|
|
154.5
|
|
138.4
|
|
|
9.1
|
%
|
11.6
|
%
|
|||
% of net sales
|
16.8
|
%
|
15.6
|
%
|
14.2
|
%
|
|
1.2
|
pts
|
1.4
|
pts
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||
Volume
|
0.3
|
%
|
|
(2.8
|
)%
|
Price
|
0.5
|
|
|
0.4
|
|
Core growth
|
0.8
|
|
|
(2.4
|
)
|
Acquisition (divestiture)
|
(0.9
|
)
|
|
2.9
|
|
Currency
|
1.1
|
|
|
1.0
|
|
Total
|
1.0
|
%
|
|
1.5
|
%
|
•
|
increased sales volume in our commercial and industrial businesses;
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
•
|
favorable foreign currency effects.
|
•
|
sales volume declines in our residential vertical; and
|
•
|
sales declines due to the divestiture of certain businesses in 2018.
|
•
|
increased sales related to a business acquisition that occurred in the first quarter of 2017;
|
•
|
selective increases in selling prices to mitigate inflationary cost increases;
|
•
|
sales increases in the U.S., China and Southeast Asia; and
|
•
|
favorable foreign currency effects.
|
•
|
sales volume declines.
|
|
2018
|
2017
|
||
Growth
|
1.7
|
pts
|
(0.8
|
) pts
|
Acquisition
|
0.1
|
|
(0.1
|
)
|
Inflation
|
(2.5
|
)
|
(1.6
|
)
|
Productivity/Price
|
1.9
|
|
3.9
|
|
Total
|
1.2
|
pts
|
1.4
|
pts
|
•
|
core growth contributions to income resulting in favorable mix;
|
•
|
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 raw material and labor costs.
|
•
|
selective increases in selling prices to mitigate inflation cost increases; and
|
•
|
cost savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
•
|
inflationary increases related to raw material and labor costs; and
|
•
|
unfavorable mix due to volume declines year over year.
|
|
Years ended December 31
|
|
% / point change
|
|||||||||||
In millions
|
2018
|
2017
|
2016
|
|
2018 vs 2017
|
2017 vs 2016
|
||||||||
Net sales
|
$
|
936.7
|
|
$
|
914.2
|
|
$
|
923.5
|
|
|
2.5
|
%
|
(1.0
|
)%
|
Segment income
|
145.6
|
|
140.6
|
|
141.6
|
|
|
3.6
|
%
|
(0.7
|
)%
|
|||
% of net sales
|
15.5
|
%
|
15.4
|
%
|
15.3
|
%
|
|
0.1
|
pts
|
0.1
|
pts
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||
Volume
|
2.3
|
%
|
|
(2.0
|
)%
|
Price
|
0.9
|
|
|
0.5
|
|
Core growth
|
3.2
|
|
|
(1.5
|
)
|
Acquisition (divestiture)
|
(1.3
|
)
|
|
—
|
|
Currency
|
0.6
|
|
|
0.5
|
|
Total
|
2.5
|
%
|
|
(1.0
|
)%
|
•
|
core growth in our commercial and specialty businesses;
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
•
|
favorable foreign currency effects during 2018;
|
•
|
sales declines due to the divestiture of certain businesses.
|
•
|
volume declines in our commercial business; and
|
•
|
large job adjustments to net sales of $9.7 million in 2017.
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
•
|
favorable foreign currency effects.
|
|
2018
|
2017
|
||
Growth
|
0.8
|
pts
|
(1.1
|
) pts
|
Acquisition (divestiture)
|
(0.1
|
)
|
—
|
|
Inflation
|
(2.7
|
)
|
(0.9
|
)
|
Productivity/Price
|
2.1
|
|
2.1
|
|
Total
|
0.1
|
pts
|
0.1
|
pts
|
•
|
higher core sales in our commercial and specialty businesses, which resulted in increased leverage on fixed operating expenses;
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
•
|
cost control and savings generated from lean initiatives.
|
•
|
inflationary increases related to raw material and labor costs.
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
•
|
cost control and savings generated from back-office consolidation, reduction in personnel and other lean initiatives.
|
•
|
sales volume declines from our commercial business; and
|
•
|
inflationary increases related to raw materials and labor costs.
|
|
Years ended December 31
|
||||||||||||||||||||
In millions
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
||||||||||||||
Debt obligations
|
$
|
405.1
|
|
$
|
74.0
|
|
$
|
103.8
|
|
$
|
88.3
|
|
$
|
102.1
|
|
$
|
19.4
|
|
$
|
792.7
|
|
Interest obligations on fixed-rate debt
|
21.9
|
|
11.5
|
|
6.3
|
|
3.7
|
|
0.9
|
|
1.8
|
|
46.1
|
|
|||||||
Operating lease obligations, net of sublease rentals
|
22.5
|
|
17.0
|
|
12.7
|
|
10.5
|
|
8.9
|
|
13.2
|
|
84.8
|
|
|||||||
Purchase and marketing obligations
|
20.6
|
|
4.6
|
|
3.0
|
|
3.2
|
|
2.4
|
|
4.8
|
|
38.6
|
|
|||||||
Pension and other post-retirement plan contributions
|
31.6
|
|
8.8
|
|
8.7
|
|
8.7
|
|
8.2
|
|
41.6
|
|
107.6
|
|
|||||||
Total contractual obligations, net
|
$
|
501.7
|
|
$
|
115.9
|
|
$
|
134.5
|
|
$
|
114.4
|
|
$
|
122.5
|
|
$
|
80.8
|
|
$
|
1,069.8
|
|
|
Years ended December 31
|
||||||||
In millions
|
2018
|
2017
|
2016
|
||||||
Net cash provided by operating activities of continuing operations
|
$
|
458.1
|
|
$
|
278.6
|
|
$
|
379.9
|
|
Capital expenditures of continuing operations
|
(48.2
|
)
|
(39.1
|
)
|
(43.3
|
)
|
|||
Proceeds from sale of property and equipment of continuing operations
|
0.2
|
|
3.7
|
|
18.8
|
|
|||
Free cash flow from continuing operations
|
$
|
410.1
|
|
$
|
243.2
|
|
$
|
355.4
|
|
Net cash provided by (used for) operating activities of discontinued operations
|
(19.0
|
)
|
341.6
|
|
481.5
|
|
|||
Capital expenditures of discontinued operations
|
(7.4
|
)
|
(38.6
|
)
|
(94.9
|
)
|
|||
Proceeds from sale of property and equipment of discontinued operations
|
2.3
|
|
4.5
|
|
27.8
|
|
|||
Free cash flow
|
$
|
386.0
|
|
$
|
550.7
|
|
$
|
769.8
|
|
•
|
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.
|
John L. Stauch
|
|
Mark C. Borin
|
President and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
|
Years ended December 31
|
||||||||
In millions, except per-share data
|
2018
|
2017
|
2016
|
||||||
Net sales
|
$
|
2,965.1
|
|
$
|
2,845.7
|
|
$
|
2,780.6
|
|
Cost of goods sold
|
1,917.4
|
|
1,858.2
|
|
1,821.5
|
|
|||
Gross profit
|
1,047.7
|
|
987.5
|
|
959.1
|
|
|||
Selling, general and administrative
|
534.3
|
|
536.0
|
|
531.4
|
|
|||
Research and development
|
76.7
|
|
73.2
|
|
73.3
|
|
|||
Operating income
|
436.7
|
|
378.3
|
|
354.4
|
|
|||
Other (income) expense
|
|
|
|
||||||
Loss on sale of businesses
|
7.3
|
|
4.2
|
|
3.9
|
|
|||
Loss on early extinguishment of debt
|
17.1
|
|
101.4
|
|
—
|
|
|||
Net interest expense
|
32.6
|
|
87.3
|
|
140.1
|
|
|||
Other (income) expense
|
(0.1
|
)
|
12.6
|
|
(10.5
|
)
|
|||
Income from continuing operations before income taxes
|
379.8
|
|
172.8
|
|
220.9
|
|
|||
Provision for income taxes
|
58.1
|
|
58.7
|
|
42.7
|
|
|||
Net income from continuing operations
|
321.7
|
|
114.1
|
|
178.2
|
|
|||
Income from discontinued operations, net of tax
|
25.7
|
|
371.3
|
|
343.4
|
|
|||
Gain from sale / impairment of discontinued operations, net of tax
|
—
|
|
181.1
|
|
0.6
|
|
|||
Net income
|
$
|
347.4
|
|
$
|
666.5
|
|
$
|
522.2
|
|
Comprehensive income, net of tax
|
|
|
|
||||||
Net income
|
$
|
347.4
|
|
$
|
666.5
|
|
$
|
522.2
|
|
Changes in cumulative translation adjustment (inclusive of divestiture of business reclassified to gain from sale of $374.2 for the year ended December 31, 2017)
|
10.0
|
|
497.5
|
|
(83.0
|
)
|
|||
Changes in market value of derivative financial instruments, net of tax
|
4.8
|
|
(4.6
|
)
|
(8.3
|
)
|
|||
Comprehensive income
|
$
|
362.2
|
|
$
|
1,159.4
|
|
$
|
430.9
|
|
Earnings per ordinary share
|
|
|
|
||||||
Basic
|
|
|
|
||||||
Continuing operations
|
$
|
1.83
|
|
$
|
0.63
|
|
$
|
0.98
|
|
Discontinued operations
|
0.15
|
|
3.04
|
|
1.90
|
|
|||
Basic earnings per ordinary share
|
$
|
1.98
|
|
$
|
3.67
|
|
$
|
2.88
|
|
Diluted
|
|
|
|
||||||
Continuing operations
|
$
|
1.81
|
|
$
|
0.62
|
|
$
|
0.97
|
|
Discontinued operations
|
0.15
|
|
3.01
|
|
1.88
|
|
|||
Diluted earnings per ordinary share
|
$
|
1.96
|
|
$
|
3.63
|
|
$
|
2.85
|
|
Weighted average ordinary shares outstanding
|
|
|
|
||||||
Basic
|
175.8
|
|
181.7
|
|
181.3
|
|
|||
Diluted
|
177.3
|
|
183.7
|
|
183.1
|
|
|
December 31
|
|||||
In millions, except per-share data
|
2018
|
2017
|
||||
Assets
|
||||||
Current assets
|
|
|
||||
Cash and cash equivalents
|
$
|
74.3
|
|
$
|
86.3
|
|
Accounts receivable, net of allowances of $14.0 and $14.2, respectively
|
488.2
|
|
483.1
|
|
||
Inventories
|
387.5
|
|
356.9
|
|
||
Other current assets
|
89.4
|
|
114.5
|
|
||
Current assets held for sale
|
—
|
|
708.0
|
|
||
Total current assets
|
1,039.4
|
|
1,748.8
|
|
||
Property, plant and equipment, net
|
272.6
|
|
279.8
|
|
||
Other assets
|
|
|
||||
Goodwill
|
2,072.7
|
|
2,112.8
|
|
||
Intangibles, net
|
276.3
|
|
321.8
|
|
||
Other non-current assets
|
145.5
|
|
180.9
|
|
||
Non-current assets held for sale
|
—
|
|
3,989.6
|
|
||
Total other assets
|
2,494.5
|
|
6,605.1
|
|
||
Total assets
|
$
|
3,806.5
|
|
$
|
8,633.7
|
|
Liabilities and Equity
|
||||||
Current liabilities
|
|
|
||||
Accounts payable
|
$
|
378.6
|
|
$
|
321.5
|
|
Employee compensation and benefits
|
111.7
|
|
115.8
|
|
||
Other current liabilities
|
328.4
|
|
401.3
|
|
||
Current liabilities held for sale
|
—
|
|
360.8
|
|
||
Total current liabilities
|
818.7
|
|
1,199.4
|
|
||
Other liabilities
|
|
|
||||
Long-term debt
|
787.6
|
|
1,440.7
|
|
||
Pension and other post-retirement compensation and benefits
|
90.0
|
|
96.4
|
|
||
Deferred tax liabilities
|
105.9
|
|
108.6
|
|
||
Other non-current liabilities
|
168.2
|
|
213.8
|
|
||
Non-current liabilities held for sale
|
—
|
|
537.0
|
|
||
Total liabilities
|
1,970.4
|
|
3,595.9
|
|
||
Equity
|
|
|
||||
Ordinary shares $0.01 par value, 426.0 authorized, 171.4 and 180.3 issued at December 31, 2018 and December 31, 2017, respectively
|
1.7
|
|
1.8
|
|
||
Additional paid-in capital
|
1,893.8
|
|
2,797.7
|
|
||
Retained earnings
|
169.2
|
|
2,481.7
|
|
||
Accumulated other comprehensive loss
|
(228.6
|
)
|
(243.4
|
)
|
||
Total equity
|
1,836.1
|
|
5,037.8
|
|
||
Total liabilities and equity
|
$
|
3,806.5
|
|
$
|
8,633.7
|
|
|
Years ended December 31
|
||||||||
In millions
|
2018
|
2017
|
2016
|
||||||
Operating activities
|
|
|
|
||||||
Net income
|
$
|
347.4
|
|
$
|
666.5
|
|
$
|
522.2
|
|
Income from discontinued operations, net of tax
|
(25.7
|
)
|
(371.3
|
)
|
(343.4
|
)
|
|||
Gain from sale / impairment of discontinued operations, net of tax
|
—
|
|
(181.1
|
)
|
(0.6
|
)
|
|||
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities of continuing operations
|
|
|
|
||||||
Equity income of unconsolidated subsidiaries
|
(8.4
|
)
|
(1.3
|
)
|
(4.3
|
)
|
|||
Depreciation
|
49.7
|
|
50.8
|
|
53.0
|
|
|||
Amortization
|
34.9
|
|
36.4
|
|
35.4
|
|
|||
Loss on sale of businesses
|
7.3
|
|
4.2
|
|
3.9
|
|
|||
Deferred income taxes
|
(4.1
|
)
|
(18.0
|
)
|
1.2
|
|
|||
Share-based compensation
|
20.9
|
|
39.6
|
|
34.2
|
|
|||
Trade name and other impairment
|
12.0
|
|
15.6
|
|
—
|
|
|||
Loss on early extinguishment of debt
|
17.1
|
|
101.4
|
|
—
|
|
|||
Excess tax benefits from share-based compensation
|
—
|
|
—
|
|
(8.0
|
)
|
|||
Changes in assets and liabilities, net of effects of business acquisitions
|
|
|
|
||||||
Accounts receivable
|
(15.3
|
)
|
(13.4
|
)
|
16.6
|
|
|||
Inventories
|
(40.1
|
)
|
(20.5
|
)
|
33.9
|
|
|||
Other current assets
|
31.2
|
|
(13.0
|
)
|
2.1
|
|
|||
Accounts payable
|
58.3
|
|
15.6
|
|
22.8
|
|
|||
Employee compensation and benefits
|
(0.6
|
)
|
(1.4
|
)
|
26.7
|
|
|||
Other current liabilities
|
(3.3
|
)
|
(54.6
|
)
|
90.3
|
|
|||
Other non-current assets and liabilities
|
(23.2
|
)
|
23.1
|
|
(106.1
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
458.1
|
|
278.6
|
|
379.9
|
|
|||
Net cash provided by (used for) operating activities of discontinued operations
|
(19.0
|
)
|
341.6
|
|
481.5
|
|
|||
Net cash provided by operating activities
|
439.1
|
|
620.2
|
|
861.4
|
|
|||
Investing activities
|
|
|
|
||||||
Capital expenditures
|
(48.2
|
)
|
(39.1
|
)
|
(43.3
|
)
|
|||
Proceeds from sale of property and equipment
|
0.2
|
|
3.7
|
|
18.8
|
|
|||
(Payments due to) proceeds from sale of businesses and other
|
(12.8
|
)
|
2,759.4
|
|
(5.1
|
)
|
|||
Acquisitions, net of cash acquired
|
(0.9
|
)
|
(45.9
|
)
|
(25.0
|
)
|
|||
Net cash provided by (used for) investing activities of continuing operations
|
(61.7
|
)
|
2,678.1
|
|
(54.6
|
)
|
|||
Net cash used for investing activities of discontinued operations
|
(7.1
|
)
|
(47.7
|
)
|
(67.2
|
)
|
|||
Net cash provided by (used for) investing activities
|
(68.8
|
)
|
2,630.4
|
|
(121.8
|
)
|
|||
Financing activities
|
|
|
|
||||||
Net receipts (repayments) of commercial paper and revolving long-term debt
|
39.7
|
|
(913.1
|
)
|
(385.3
|
)
|
|||
Repayment of long-term debt
|
(675.1
|
)
|
(2,009.3
|
)
|
(0.7
|
)
|
|||
Premium paid on early extinguishment of debt
|
(16.0
|
)
|
(94.9
|
)
|
—
|
|
|||
Transfer of cash to nVent
|
(74.2
|
)
|
—
|
|
—
|
|
|||
Distribution of cash from nVent
|
993.6
|
|
—
|
|
—
|
|
|||
Shares issued to employees, net of shares withheld
|
13.3
|
|
37.2
|
|
20.7
|
|
|||
Repurchases of ordinary shares
|
(500.0
|
)
|
(200.0
|
)
|
—
|
|
|||
Dividends paid
|
(187.2
|
)
|
(251.7
|
)
|
(243.6
|
)
|
|||
Other
|
(2.0
|
)
|
(0.8
|
)
|
8.8
|
|
|||
Net cash used for financing activities
|
(407.9
|
)
|
(3,432.6
|
)
|
(600.1
|
)
|
|||
Change in cash held for sale
|
27.0
|
|
(5.4
|
)
|
1.1
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1.4
|
)
|
56.8
|
|
(27.3
|
)
|
|||
Change in cash and cash equivalents
|
(12.0
|
)
|
(130.6
|
)
|
113.3
|
|
|||
Cash and cash equivalents, beginning of year
|
86.3
|
|
216.9
|
|
103.6
|
|
|||
Cash and cash equivalents, end of year
|
$
|
74.3
|
|
$
|
86.3
|
|
$
|
216.9
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||||
Cash paid for interest, net
|
$
|
43.7
|
|
$
|
107.2
|
|
$
|
143.4
|
|
Cash paid for income taxes, net
|
92.9
|
|
362.1
|
|
145.1
|
|
In millions
|
Ordinary shares
|
Additional paid-in capital
|
Retained earnings
|
Accumulated other comprehensive income (loss)
|
Total
|
||||||||||||
Number
|
Amount
|
||||||||||||||||
Balance - December 31, 2015
|
180.5
|
|
$
|
1.8
|
|
$
|
2,860.3
|
|
$
|
1,791.7
|
|
$
|
(645.0
|
)
|
$
|
4,008.8
|
|
Net income
|
—
|
|
—
|
|
—
|
|
522.2
|
|
—
|
|
522.2
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
(91.3
|
)
|
(91.3
|
)
|
|||||
Tax benefit of share-based compensation
|
—
|
|
—
|
|
5.5
|
|
—
|
|
—
|
|
5.5
|
|
|||||
Dividends declared
|
—
|
|
—
|
|
—
|
|
(245.8
|
)
|
—
|
|
(245.8
|
)
|
|||||
Exercise of options, net of shares tendered for payment
|
1.0
|
|
—
|
|
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
|
)
|
|||||
Share-based compensation
|
—
|
|
—
|
|
34.2
|
|
—
|
|
—
|
|
34.2
|
|
|||||
Balance - December 31, 2016
|
181.8
|
|
$
|
1.8
|
|
$
|
2,920.8
|
|
$
|
2,068.1
|
|
$
|
(736.3
|
)
|
$
|
4,254.4
|
|
Net income
|
—
|
|
—
|
|
—
|
|
666.5
|
|
—
|
|
666.5
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
492.9
|
|
492.9
|
|
|||||
Dividends declared
|
—
|
|
—
|
|
—
|
|
(252.9
|
)
|
—
|
|
(252.9
|
)
|
|||||
Share repurchase
|
(3.0
|
)
|
—
|
|
(200.0
|
)
|
—
|
|
—
|
|
(200.0
|
)
|
|||||
Exercise of options, net of shares tendered for payment
|
1.2
|
|
—
|
|
45.6
|
|
—
|
|
—
|
|
45.6
|
|
|||||
Issuance of restricted shares, net of cancellations
|
0.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Shares surrendered by employees to pay taxes
|
(0.1
|
)
|
—
|
|
(8.3
|
)
|
—
|
|
—
|
|
(8.3
|
)
|
|||||
Share-based compensation
|
—
|
|
—
|
|
39.6
|
|
—
|
|
—
|
|
39.6
|
|
|||||
Balance - December 31, 2017
|
180.3
|
|
$
|
1.8
|
|
$
|
2,797.7
|
|
$
|
2,481.7
|
|
$
|
(243.4
|
)
|
$
|
5,037.8
|
|
Net income
|
—
|
|
—
|
|
—
|
|
347.4
|
|
—
|
|
347.4
|
|
|||||
Cumulative effect of accounting changes
|
—
|
|
—
|
|
—
|
|
(214.0
|
)
|
—
|
|
(214.0
|
)
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
62.6
|
|
62.6
|
|
|||||
Distribution to nVent
|
—
|
|
—
|
|
(438.2
|
)
|
(2,291.0
|
)
|
(47.8
|
)
|
(2,777.0
|
)
|
|||||
Dividends declared
|
—
|
|
—
|
|
—
|
|
(154.9
|
)
|
—
|
|
(154.9
|
)
|
|||||
Share repurchases
|
(10.2
|
)
|
(0.1
|
)
|
(499.9
|
)
|
—
|
|
—
|
|
(500.0
|
)
|
|||||
Exercise of options, net of shares tendered for payment
|
0.9
|
|
—
|
|
24.3
|
|
—
|
|
—
|
|
24.3
|
|
|||||
Issuance of restricted shares, net of cancellations
|
0.5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Shares surrendered by employees to pay taxes
|
(0.1
|
)
|
—
|
|
(11.0
|
)
|
—
|
|
—
|
|
(11.0
|
)
|
|||||
Share-based compensation
|
—
|
|
—
|
|
20.9
|
|
—
|
|
—
|
|
20.9
|
|
|||||
Balance - December 31, 2018
|
171.4
|
|
$
|
1.7
|
|
$
|
1,893.8
|
|
$
|
169.2
|
|
$
|
(228.6
|
)
|
$
|
1,836.1
|
|
1.
|
Basis of Presentation and Summary of Significant Accounting Policies
|
|
Years ended December 31
|
||||||||
In millions
|
2018
|
2017
|
2016
|
||||||
Residential
|
$
|
1,665.9
|
|
$
|
1,579.0
|
|
$
|
1,498.7
|
|
Commercial
|
630.7
|
|
604.4
|
|
586.5
|
|
|||
Industrial
|
668.5
|
|
662.3
|
|
695.4
|
|
|||
Consolidated net sales
|
$
|
2,965.1
|
|
$
|
2,845.7
|
|
$
|
2,780.6
|
|
|
Years
|
Land improvements
|
5 to 20
|
Buildings and leasehold improvements
|
5 to 50
|
Machinery and equipment
|
3 to 15
|
Consolidated Balance Sheets
|
|
|
|
|||||||||
In millions
|
Balance at December 31, 2017
|
Adjustments due to ASU 2016-16
|
Adjustments due to ASU 2014-09
|
Balance at January 1, 2018
|
||||||||
Assets
|
|
|
|
|
||||||||
Accounts and notes receivable, net
|
$
|
483.1
|
|
$
|
—
|
|
$
|
2.7
|
|
$
|
485.8
|
|
Inventories
|
356.9
|
|
—
|
|
(1.6
|
)
|
355.3
|
|
||||
Other current assets
|
114.5
|
|
—
|
|
1.6
|
|
116.1
|
|
||||
Current assets held for sale
|
708.0
|
|
—
|
|
3.8
|
|
711.8
|
|
||||
Other non-current assets
|
180.9
|
|
(44.9
|
)
|
—
|
|
136.0
|
|
||||
Non-current assets held for sale
|
3,989.6
|
|
(201.6
|
)
|
—
|
|
3,788.0
|
|
||||
Liabilities
|
|
|
|
|
||||||||
Other current liabilities
|
401.3
|
|
—
|
|
2.7
|
|
404.0
|
|
||||
Deferred tax liabilities
|
108.6
|
|
(3.7
|
)
|
0.1
|
|
105.0
|
|
||||
Non-current liabilities held for sale
|
537.0
|
|
(27.0
|
)
|
0.4
|
|
510.4
|
|
||||
Equity
|
|
|
|
|
||||||||
Retained Earnings
|
2,481.7
|
|
(215.8
|
)
|
1.8
|
|
2,267.7
|
|
2.
|
Acquisitions and Discontinued Operations
|
|
Years ended December 31
|
||||||||
In millions
|
2018
|
2017
|
2016
|
||||||
Net sales
|
$
|
693.9
|
|
$
|
2,548.2
|
|
$
|
3,755.4
|
|
Cost of goods sold
|
424.0
|
|
1,596.2
|
|
2,457.1
|
|
|||
Gross profit
|
269.9
|
|
952.0
|
|
1,298.3
|
|
|||
Selling, general and administrative
|
237.8
|
|
589.2
|
|
803.2
|
|
|||
Research and development
|
14.6
|
|
48.3
|
|
59.0
|
|
|||
Operating income
|
$
|
17.5
|
|
$
|
314.5
|
|
$
|
436.1
|
|
|
|
|
|
||||||
Income from discontinued operations before income taxes
|
$
|
31.8
|
|
$
|
317.1
|
|
$
|
418.5
|
|
Income tax provision (benefit)
|
6.1
|
|
(54.2
|
)
|
75.1
|
|
|||
Income from discontinued operations, net of tax
|
$
|
25.7
|
|
$
|
371.3
|
|
$
|
343.4
|
|
|
|
|
|
||||||
Gain from sale / impairment of discontinued operations before income taxes
|
$
|
—
|
|
$
|
183.5
|
|
$
|
0.6
|
|
Provision for income taxes
|
—
|
|
2.4
|
|
—
|
|
|||
Gain from sale / impairment of discontinued operations, net of tax
|
$
|
—
|
|
$
|
181.1
|
|
$
|
0.6
|
|
|
December 31
|
||
In millions
|
2017
|
||
Cash and cash equivalents
|
$
|
27.0
|
|
Accounts receivable, net
|
348.5
|
|
|
Inventories
|
224.1
|
|
|
Other current assets
|
108.4
|
|
|
Current assets held for sale
|
$
|
708.0
|
|
Property, plant and equipment, net
|
$
|
265.8
|
|
Goodwill
|
2,238.2
|
|
|
Intangibles, net
|
1,236.6
|
|
|
Other non-current assets
|
249.0
|
|
|
Non-current assets held for sale
|
$
|
3,989.6
|
|
Accounts payable
|
$
|
174.1
|
|
Employee compensation and benefits
|
70.8
|
|
|
Other current liabilities
|
115.9
|
|
|
Current liabilities held for sale
|
$
|
360.8
|
|
Pension and other post-retirement compensation and benefits
|
$
|
189.2
|
|
Deferred tax liabilities
|
286.2
|
|
|
Other non-current liabilities
|
61.6
|
|
|
Non-current liabilities held for sale
|
$
|
537.0
|
|
|
Years ended December 31
|
||||||||
In millions, except per share data
|
2018
|
2017
|
2016
|
||||||
Net income
|
$
|
347.4
|
|
$
|
666.5
|
|
$
|
522.2
|
|
Net income from continuing operations
|
$
|
321.7
|
|
$
|
114.1
|
|
$
|
178.2
|
|
Weighted average ordinary shares outstanding
|
|
|
|
||||||
Basic
|
175.8
|
|
181.7
|
|
181.3
|
|
|||
Dilutive impact of stock options and restricted stock awards
|
1.5
|
|
2.0
|
|
1.8
|
|
|||
Diluted
|
177.3
|
|
183.7
|
|
183.1
|
|
|||
Earnings per ordinary share
|
|
|
|
||||||
Basic
|
|
|
|
||||||
Continuing operations
|
$
|
1.83
|
|
$
|
0.63
|
|
$
|
0.98
|
|
Discontinued operations
|
0.15
|
|
3.04
|
|
1.90
|
|
|||
Basic earnings per ordinary share
|
$
|
1.98
|
|
$
|
3.67
|
|
$
|
2.88
|
|
Diluted
|
|
|
|
||||||
Continuing operations
|
$
|
1.81
|
|
$
|
0.62
|
|
$
|
0.97
|
|
Discontinued operations
|
0.15
|
|
3.01
|
|
1.88
|
|
|||
Diluted earnings per ordinary share
|
$
|
1.96
|
|
$
|
3.63
|
|
$
|
2.85
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
1.2
|
|
1.8
|
|
1.2
|
|
|
Years ended December 31
|
||||||||
In millions
|
2018
|
2017
|
2016
|
||||||
Severance and related costs
|
$
|
13.2
|
|
$
|
27.3
|
|
$
|
12.2
|
|
Other
|
27.4
|
|
0.9
|
|
—
|
|
|||
Total restructuring costs
|
$
|
40.6
|
|
$
|
28.2
|
|
$
|
12.2
|
|
|
Years ended December 31
|
||||||||
In millions
|
2018
|
2017
|
2016
|
||||||
Aquatic Systems
|
$
|
15.3
|
|
$
|
3.6
|
|
$
|
1.8
|
|
Filtration Solutions
|
14.6
|
|
13.0
|
|
7.4
|
|
|||
Flow Technologies
|
9.3
|
|
7.0
|
|
1.3
|
|
|||
Other
|
1.4
|
|
4.6
|
|
1.7
|
|
|||
Consolidated
|
$
|
40.6
|
|
$
|
28.2
|
|
$
|
12.2
|
|
|
Years ended December 31
|
|||||
In millions
|
2018
|
2017
|
||||
Beginning balance
|
$
|
34.5
|
|
$
|
15.1
|
|
Costs incurred
|
13.2
|
|
27.3
|
|
||
Cash payments and other
|
(20.6
|
)
|
(7.9
|
)
|
||
Ending balance
|
$
|
27.1
|
|
$
|
34.5
|
|
5.
|
Goodwill and Other Identifiable Intangible Assets
|
In millions
|
December 31, 2017
|
Foreign currency
translation/other |
December 31, 2018
|
||||||
Aquatic Systems
|
$
|
973.1
|
|
$
|
(7.2
|
)
|
$
|
965.9
|
|
Filtration Solutions
|
667.6
|
|
(24.1
|
)
|
643.5
|
|
|||
Flow Technologies
|
472.1
|
|
(8.8
|
)
|
463.3
|
|
|||
Total goodwill
|
$
|
2,112.8
|
|
$
|
(40.1
|
)
|
$
|
2,072.7
|
|
In millions
|
December 31, 2016
|
Acquisitions/
divestitures |
Foreign currency
translation/other |
December 31, 2017
|
||||||||
Aquatic Systems
|
$
|
918.7
|
|
$
|
—
|
|
$
|
54.4
|
|
$
|
973.1
|
|
Filtration Solutions
|
630.2
|
|
27.3
|
|
10.1
|
|
667.6
|
|
||||
Flow Technologies
|
445.7
|
|
—
|
|
26.4
|
|
472.1
|
|
||||
Total goodwill
|
$
|
1,994.6
|
|
$
|
27.3
|
|
$
|
90.9
|
|
$
|
2,112.8
|
|
|
2018
|
|
2017
|
||||||||||||||||
In millions
|
Cost
|
Accumulated
amortization
|
Net
|
|
Cost
|
Accumulated
amortization
|
Net
|
||||||||||||
Definite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
347.1
|
|
$
|
(247.9
|
)
|
$
|
99.2
|
|
|
$
|
360.9
|
|
$
|
(229.9
|
)
|
$
|
131.0
|
|
Trade names
|
0.4
|
|
(0.4
|
)
|
—
|
|
|
1.5
|
|
(1.4
|
)
|
0.1
|
|
||||||
Proprietary technology and patents
|
86.2
|
|
(68.4
|
)
|
17.8
|
|
|
117.0
|
|
(89.3
|
)
|
27.7
|
|
||||||
Total finite-life intangibles
|
433.7
|
|
(316.7
|
)
|
117.0
|
|
|
479.4
|
|
(320.6
|
)
|
158.8
|
|
||||||
Indefinite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
159.3
|
|
—
|
|
159.3
|
|
|
163.0
|
|
—
|
|
163.0
|
|
||||||
Total intangibles
|
$
|
593.0
|
|
$
|
(316.7
|
)
|
$
|
276.3
|
|
|
$
|
642.4
|
|
$
|
(320.6
|
)
|
$
|
321.8
|
|
In millions
|
2019
|
2020
|
2021
|
2022
|
2023
|
||||||||||
Estimated amortization expense
|
$
|
27.4
|
|
$
|
22.4
|
|
$
|
17.3
|
|
$
|
10.1
|
|
$
|
7.8
|
|
|
December 31
|
|||||
In millions
|
2018
|
2017
|
||||
Inventories
|
|
|
||||
Raw materials and supplies
|
$
|
191.3
|
|
$
|
190.8
|
|
Work-in-process
|
64.0
|
|
57.9
|
|
||
Finished goods
|
132.2
|
|
108.2
|
|
||
Total inventories
|
$
|
387.5
|
|
$
|
356.9
|
|
Other current assets
|
|
|
||||
Cost in excess of billings
|
$
|
36.5
|
|
$
|
51.5
|
|
Prepaid expenses
|
36.7
|
|
51.4
|
|
||
Prepaid income taxes
|
8.5
|
|
7.8
|
|
||
Other current assets
|
7.7
|
|
3.8
|
|
||
Total other current assets
|
$
|
89.4
|
|
$
|
114.5
|
|
Property, plant and equipment, net
|
|
|
||||
Land and land improvements
|
$
|
33.5
|
|
$
|
33.5
|
|
Buildings and leasehold improvements
|
178.9
|
|
184.3
|
|
||
Machinery and equipment
|
593.8
|
|
609.6
|
|
||
Construction in progress
|
35.7
|
|
23.7
|
|
||
Total property, plant and equipment
|
841.9
|
|
851.1
|
|
||
Accumulated depreciation and amortization
|
569.3
|
|
571.3
|
|
||
Total property, plant and equipment, net
|
$
|
272.6
|
|
$
|
279.8
|
|
Other non-current assets
|
|
|
||||
Prepaid income taxes
|
$
|
—
|
|
$
|
52.8
|
|
Deferred income taxes
|
26.2
|
|
29.0
|
|
||
Deferred compensation plan assets
|
20.9
|
|
23.2
|
|
||
Other non-current assets
|
98.4
|
|
75.9
|
|
||
Total other non-current assets
|
$
|
145.5
|
|
$
|
180.9
|
|
Other current liabilities
|
|
|
||||
Dividends payable
|
$
|
30.8
|
|
$
|
63.1
|
|
Accrued warranty
|
33.9
|
|
38.1
|
|
||
Accrued rebates
|
55.7
|
|
49.8
|
|
||
Billings in excess of cost
|
21.3
|
|
20.1
|
|
||
Income taxes payable
|
10.4
|
|
39.7
|
|
||
Accrued restructuring
|
27.1
|
|
34.5
|
|
||
Other current liabilities
|
149.2
|
|
156.0
|
|
||
Total other current liabilities
|
$
|
328.4
|
|
$
|
401.3
|
|
Other non-current liabilities
|
|
|
||||
Income taxes payable
|
$
|
46.8
|
|
$
|
61.3
|
|
Self-insurance liabilities
|
47.7
|
|
48.3
|
|
||
Deferred compensation plan liabilities
|
20.9
|
|
23.2
|
|
||
Foreign currency contract liabilities
|
30.6
|
|
47.2
|
|
||
Other non-current liabilities
|
22.2
|
|
33.8
|
|
||
Total other non-current liabilities
|
$
|
168.2
|
|
$
|
213.8
|
|
|
December 31
|
|||||
In millions
|
2018
|
2017
|
||||
Cumulative translation adjustments
|
$
|
(211.4
|
)
|
$
|
(221.4
|
)
|
Market value of derivative financial instruments, net of tax
|
(17.2
|
)
|
(22.0
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(228.6
|
)
|
$
|
(243.4
|
)
|
In millions
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
||||||||||||||
Contractual debt obligation maturities
|
$
|
405.1
|
|
$
|
74.0
|
|
$
|
103.8
|
|
$
|
88.3
|
|
$
|
102.1
|
|
$
|
19.4
|
|
$
|
792.7
|
|
Level 1:
|
|
Valuation is based on observable inputs such as quoted market prices (unadjusted) for identical assets or liabilities in active markets.
|
|
|
|
Level 2:
|
|
Valuation is based on inputs such as quoted market prices for similar assets or liabilities in active markets or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
|
|
|
Level 3:
|
|
Valuation is based upon other unobservable inputs that are significant to the fair value measurement.
|
•
|
short-term financial instruments (cash and cash equivalents, accounts and notes receivable, accounts and notes payable and variable-rate debt)
— recorded amount approximates fair value because of the short maturity period;
|
•
|
long-term fixed-rate debt, including current maturities
— fair value is based on market quotes available for issuance of debt with similar terms, which are inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance;
|
•
|
foreign currency contract agreements
— fair values are determined through the use of models that consider various assumptions, including time value, yield curves, as well as other relevant economic measures, which are inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance; and
|
•
|
deferred compensation plan assets (mutual funds, common/collective trusts and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees)
— fair value of mutual funds and cash equivalents are based on quoted market prices in active markets that are classified as Level 1 in the valuation hierarchy defined by the accounting guidance; fair value of common/collective trusts are valued at net asset value (“NAV”), which is based on the fair value of the underlying securities owned by the fund and divided by the number of shares outstanding.
|
|
2018
|
|
2017
|
||||||||||
In millions
|
Recorded
Amount |
Fair Value
|
|
Recorded
Amount |
Fair Value
|
||||||||
Variable rate debt
|
$
|
102.2
|
|
$
|
102.2
|
|
|
$
|
62.4
|
|
$
|
62.4
|
|
Fixed rate debt
|
690.5
|
|
691.8
|
|
|
1,385.1
|
|
1,424.0
|
|
||||
Total debt
|
$
|
792.7
|
|
$
|
794.0
|
|
|
$
|
1,447.5
|
|
$
|
1,486.4
|
|
Recurring fair value measurements
|
December 31, 2018
|
||||||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
NAV
|
Total
|
||||||||||
Foreign currency contract liabilities
|
$
|
—
|
|
$
|
(30.6
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(30.6
|
)
|
Deferred compensation plan assets
|
17.6
|
|
—
|
|
—
|
|
3.3
|
|
20.9
|
|
|||||
Total recurring fair value measurements
|
$
|
17.6
|
|
$
|
(30.6
|
)
|
$
|
—
|
|
$
|
3.3
|
|
$
|
(9.7
|
)
|
Recurring fair value measurements
|
December 31, 2017
|
||||||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
NAV
|
Total
|
||||||||||
Foreign currency contract assets
|
$
|
—
|
|
$
|
0.6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.6
|
|
Foreign currency contract liabilities
|
—
|
|
(47.2
|
)
|
—
|
|
—
|
|
(47.2
|
)
|
|||||
Deferred compensation plan assets
|
18.7
|
|
—
|
|
—
|
|
4.5
|
|
23.2
|
|
|||||
Total recurring fair value measurements
|
$
|
18.7
|
|
$
|
(46.6
|
)
|
$
|
—
|
|
$
|
4.5
|
|
$
|
(23.4
|
)
|
Nonrecurring fair value measurements
(1)
|
|
|
|
|
|
(1)
|
During the fourth quarter of 2017, we completed our annual intangible assets impairment review. As a result, we recorded a pre-tax non-cash impairment charge of
$8.8 million
for trade name intangibles, reducing the carrying value of these intangibles to
$10.8 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.
|
|
Years ended December 31
|
||||||||
In millions
|
2018
|
2017
|
2016
|
||||||
Federal
(1)
|
$
|
(24.6
|
)
|
$
|
(34.1
|
)
|
$
|
(25.6
|
)
|
International
(2)
|
404.4
|
|
206.9
|
|
246.5
|
|
|||
Income from continuing operations before income taxes
|
$
|
379.8
|
|
$
|
172.8
|
|
$
|
220.9
|
|
(1)
|
“Federal” reflects United Kingdom (“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
|
2018
|
2017
|
2016
|
||||||
Currently payable (receivable)
|
|
|
|
||||||
Federal
(1)
|
$
|
(0.1
|
)
|
$
|
—
|
|
$
|
—
|
|
International
(2)
|
62.3
|
|
76.7
|
|
41.5
|
|
|||
Total current taxes
|
62.2
|
|
76.7
|
|
41.5
|
|
|||
Deferred
|
|
|
|
||||||
Federal
(1)
|
—
|
|
—
|
|
—
|
|
|||
International
(2)
|
(4.1
|
)
|
(18.0
|
)
|
1.2
|
|
|||
Total deferred taxes
|
(4.1
|
)
|
(18.0
|
)
|
1.2
|
|
|||
Total provision for income taxes
|
$
|
58.1
|
|
$
|
58.7
|
|
$
|
42.7
|
|
(1)
|
“Federal” represents U.K. taxes.
|
(2)
|
“International” represents non-U.K. taxes.
|
|
Years ended December 31
|
|||||
Percentages
|
2018
|
2017
|
2016
|
|||
U.K. federal statutory income tax rate
|
19.0
|
%
|
19.3
|
%
|
20.0
|
%
|
Tax effect of international operations
(1)
|
(12.0
|
)
|
(20.8
|
)
|
(26.5
|
)
|
Change in valuation allowances
|
7.9
|
|
27.6
|
|
22.1
|
|
Withholding taxes
|
0.3
|
|
0.4
|
|
1.8
|
|
Interest limitations
|
1.8
|
|
1.7
|
|
1.5
|
|
Excess tax benefits on stock-based compensation
|
(1.7
|
)
|
(4.5
|
)
|
—
|
|
Tax effect of U.S. tax reform
|
(0.9
|
)
|
1.3
|
|
—
|
|
Tax effect of early extinguishment of debt
|
0.9
|
|
9.0
|
|
—
|
|
Other
|
—
|
|
—
|
|
0.4
|
|
Effective tax rate
|
15.3
|
%
|
34.0
|
%
|
19.3
|
%
|
(1)
|
The tax effect of international operations consists of non-U.K. jurisdictions.
|
|
Years ended December 31
|
||||||||
In millions
|
2018
|
2017
|
2016
|
||||||
Beginning balance
|
$
|
13.8
|
|
$
|
46.3
|
|
$
|
25.0
|
|
Gross increases for tax positions in prior periods
|
44.0
|
|
4.7
|
|
26.9
|
|
|||
Gross decreases for tax positions in prior periods
|
(4.4
|
)
|
(3.4
|
)
|
(2.2
|
)
|
|||
Gross increases based on tax positions related to the current year
|
0.9
|
|
0.7
|
|
0.8
|
|
|||
Gross decreases related to settlements with taxing authorities
|
(1.8
|
)
|
(33.6
|
)
|
(3.4
|
)
|
|||
Reductions due to statute expiration
|
(1.1
|
)
|
(0.9
|
)
|
(0.8
|
)
|
|||
Ending balance
|
$
|
51.4
|
|
$
|
13.8
|
|
$
|
46.3
|
|
|
December 31
|
|||||
In millions
|
2018
|
2017
|
||||
Other non-current assets
|
$
|
26.2
|
|
$
|
29.0
|
|
Deferred tax liabilities
|
105.9
|
|
108.6
|
|
||
Net deferred tax liabilities
|
$
|
79.7
|
|
$
|
79.6
|
|
|
December 31
|
|||||
In millions
|
2018
|
2017
|
||||
Deferred tax assets
|
|
|
||||
Accrued liabilities and reserves
|
$
|
42.9
|
|
$
|
43.9
|
|
Pension and other post-retirement compensation and benefits
|
25.2
|
|
35.7
|
|
||
Employee compensation and benefits
|
21.8
|
|
39.2
|
|
||
Tax loss and credit carryforwards
|
724.7
|
|
670.5
|
|
||
Other assets
|
4.4
|
|
—
|
|
||
Total deferred tax assets
|
819.0
|
|
789.3
|
|
||
Valuation allowance
|
711.9
|
|
656.2
|
|
||
Deferred tax assets, net of valuation allowance
|
107.1
|
|
133.1
|
|
||
Deferred tax liabilities
|
|
|
||||
Property, plant and equipment
|
7.1
|
|
3.7
|
|
||
Goodwill and other intangibles
|
179.7
|
|
190.6
|
|
||
Other liabilities
|
—
|
|
18.4
|
|
||
Total deferred tax liabilities
|
186.8
|
|
212.7
|
|
||
Net deferred tax liabilities
|
$
|
79.7
|
|
$
|
79.6
|
|
|
Pension plans
|
|
Other post-retirement
plans
|
||||||||||
In millions
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Change in benefit obligations
|
|
|
|
|
|
||||||||
Benefit obligation beginning of year
|
$
|
473.8
|
|
$
|
423.8
|
|
|
$
|
17.5
|
|
$
|
18.9
|
|
Service cost
|
4.1
|
|
11.7
|
|
|
—
|
|
—
|
|
||||
Interest cost
|
11.5
|
|
16.4
|
|
|
0.6
|
|
0.7
|
|
||||
Actuarial loss (gain)
|
(23.6
|
)
|
41.4
|
|
|
(1.4
|
)
|
(0.1
|
)
|
||||
Foreign currency translation
|
(0.2
|
)
|
0.6
|
|
|
—
|
|
—
|
|
||||
Benefits paid
|
(187.7
|
)
|
(20.1
|
)
|
|
(1.8
|
)
|
(2.0
|
)
|
||||
Benefit obligation end of year
|
$
|
277.9
|
|
$
|
473.8
|
|
|
$
|
14.9
|
|
$
|
17.5
|
|
Change in plan assets
|
|
|
|
|
|
||||||||
Fair value of plan assets beginning of year
|
$
|
382.8
|
|
$
|
352.3
|
|
|
$
|
—
|
|
$
|
—
|
|
Actual return on plan assets
|
(21.4
|
)
|
42.4
|
|
|
—
|
|
—
|
|
||||
Company contributions
|
7.1
|
|
6.3
|
|
|
1.8
|
|
2.0
|
|
||||
Foreign currency translation
|
(0.1
|
)
|
1.9
|
|
|
—
|
|
—
|
|
||||
Benefits paid
|
(187.7
|
)
|
(20.1
|
)
|
|
(1.8
|
)
|
(2.0
|
)
|
||||
Fair value of plan assets end of year
|
$
|
180.7
|
|
$
|
382.8
|
|
|
$
|
—
|
|
$
|
—
|
|
Funded status
|
|
|
|
|
|
||||||||
Benefit obligations in excess of the fair value of plan assets
|
$
|
(97.2
|
)
|
$
|
(91.0
|
)
|
|
$
|
(14.9
|
)
|
$
|
(17.5
|
)
|
|
Pension plans
|
|
Other post-retirement
plans
|
||||||||||
In millions
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Current liabilities
|
$
|
(28.3
|
)
|
$
|
(6.1
|
)
|
|
$
|
(1.7
|
)
|
$
|
(1.9
|
)
|
Non-current liabilities
|
(68.9
|
)
|
(84.9
|
)
|
|
(13.2
|
)
|
(15.6
|
)
|
||||
Benefit obligations in excess of the fair value of plan assets
|
$
|
(97.2
|
)
|
$
|
(91.0
|
)
|
|
$
|
(14.9
|
)
|
$
|
(17.5
|
)
|
|
Projected benefit obligation
exceeds the fair value
of plan assets
|
|
Accumulated benefit obligation
exceeds the fair value of
plan assets
|
||||||||||
In millions
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Projected benefit obligation
|
$
|
277.9
|
|
$
|
473.8
|
|
|
$
|
270.6
|
|
$
|
464.9
|
|
Fair value of plan assets
|
180.7
|
|
382.8
|
|
|
173.7
|
|
374.5
|
|
||||
Accumulated benefit obligation
|
N/A
|
|
N/A
|
|
|
268.3
|
|
462.3
|
|
In millions
|
2018
|
2017
|
2016
|
||||||
Service cost
|
$
|
4.1
|
|
$
|
11.7
|
|
$
|
12.8
|
|
Interest cost
|
11.5
|
|
16.4
|
|
16.5
|
|
|||
Expected return on plan assets
|
(7.6
|
)
|
(11.6
|
)
|
(11.5
|
)
|
|||
Net actuarial loss (gain)
|
5.2
|
|
8.4
|
|
(11.5
|
)
|
|||
Net periodic benefit expense
|
$
|
13.2
|
|
$
|
24.9
|
|
$
|
6.3
|
|
(1)
|
The benefit obligation for the Salaried Plan as of December 31,
2018
and
2017
were determined using assumptions reflecting the termination of the plan. As a result, the weighted-average assumptions for the pension plans reflected in the table above do not include the Salaried Plan.
|
|
2018
|
2017
|
||
Healthcare cost trend rate assumed for following year
|
6.2
|
%
|
6.6
|
%
|
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
|
$
|
—
|
|
$
|
—
|
|
Increase (decrease) in other post-retirement benefit obligations
|
0.6
|
|
(0.5
|
)
|
|
Actual
|
|
Target
|
||||||
|
2018
|
2017
|
|
2018
|
2017
|
||||
Fixed income
|
87
|
%
|
98
|
%
|
|
95
|
%
|
97
|
%
|
Alternative
|
5
|
%
|
2
|
%
|
|
5
|
%
|
3
|
%
|
Cash
|
8
|
%
|
—
|
%
|
|
—
|
%
|
—
|
%
|
|
December 31, 2018
|
|||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
12.0
|
|
$
|
—
|
|
$
|
12.0
|
|
Fixed income:
|
|
|
|
|
||||||||
Corporate and non U.S. government
|
—
|
|
102.3
|
|
—
|
|
102.3
|
|
||||
U.S. treasuries
|
—
|
|
18.7
|
|
—
|
|
18.7
|
|
||||
Other
|
—
|
|
16.5
|
|
—
|
|
16.5
|
|
||||
Other investments
|
—
|
|
—
|
|
9.3
|
|
9.3
|
|
||||
Total investments at fair value
|
$
|
—
|
|
$
|
149.5
|
|
$
|
9.3
|
|
$
|
158.8
|
|
Investments measured at NAV
|
|
|
|
21.9
|
|
|||||||
Total
|
|
|
|
$
|
180.7
|
|
|
December 31, 2017
|
|||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Fixed income:
|
|
|
|
|
||||||||
Corporate and non U.S. government
|
$
|
—
|
|
$
|
262.8
|
|
$
|
—
|
|
$
|
262.8
|
|
U.S. treasuries
|
—
|
|
43.2
|
|
—
|
|
43.2
|
|
||||
Mortgage-backed securities
|
—
|
|
3.3
|
|
—
|
|
3.3
|
|
||||
Other
|
—
|
|
37.0
|
|
—
|
|
37.0
|
|
||||
Other investments
|
—
|
|
—
|
|
9.4
|
|
9.4
|
|
||||
Total investments at fair value
|
$
|
—
|
|
$
|
346.3
|
|
$
|
9.4
|
|
$
|
355.7
|
|
Investments measured at NAV
|
|
|
|
27.1
|
|
|||||||
Total
|
|
|
|
$
|
382.8
|
|
•
|
Cash and cash equivalents:
Cash consists of cash held in bank accounts and is considered a Level 1 investment. 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 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 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
|
Pension Plans
|
Other post-
retirement
plans
|
||||
2019
|
$
|
183.0
|
|
$
|
1.7
|
|
2020
|
7.2
|
|
1.6
|
|
||
2021
|
7.2
|
|
1.6
|
|
||
2022
|
7.3
|
|
1.5
|
|
||
2023
|
6.8
|
|
1.4
|
|
||
Thereafter
|
36.2
|
|
5.4
|
|
|
December 31
|
||||||||
In millions
|
2018
|
2017
|
2016
|
||||||
Restricted stock units
|
$
|
8.9
|
|
$
|
17.5
|
|
$
|
17.3
|
|
Stock options
|
4.6
|
|
10.5
|
|
10.4
|
|
|||
Performance share units
|
7.4
|
|
11.6
|
|
6.5
|
|
|||
Total share-based compensation expense
|
$
|
20.9
|
|
$
|
39.6
|
|
$
|
34.2
|
|
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, 2018
|
5.2
|
|
$
|
28.80
|
|
|
|
||
Granted
|
0.5
|
|
45.42
|
|
|
|
|||
Exercised
|
(0.8
|
)
|
23.52
|
|
|
|
|||
Forfeited
|
(0.1
|
)
|
43.77
|
|
|
|
|||
Spin-off adjustment
|
(0.7
|
)
|
—
|
|
|
|
|||
Outstanding as of December 31, 2018
|
4.1
|
|
$
|
35.77
|
|
5.2
|
$
|
20.6
|
|
Options exercisable as of December 31, 2018
|
3.0
|
|
$
|
33.93
|
|
4.0
|
$
|
19.5
|
|
Options expected to vest as of December 31, 2018
|
1.1
|
|
$
|
40.55
|
|
8.2
|
$
|
1.2
|
|
Shares in millions
|
Number of
shares
|
Weighted
average
grant date
fair value
|
|||
Outstanding as of January 1, 2018
|
0.6
|
|
$
|
39.44
|
|
Granted
|
0.2
|
|
45.46
|
|
|
Vested
|
(0.6
|
)
|
43.89
|
|
|
Conversion of PSUs
|
0.5
|
|
—
|
|
|
Spin-off adjustment
|
(0.2
|
)
|
—
|
|
|
Outstanding as of December 31, 2018
|
0.5
|
|
$
|
41.74
|
|
Shares in millions
|
Number of
shares
|
Weighted
average
grant date
fair value
|
|||
Outstanding as of January 1, 2018
|
0.5
|
|
$
|
29.53
|
|
Granted
|
0.1
|
|
45.42
|
|
|
Conversion to RSUs
|
(0.5
|
)
|
—
|
|
|
Outstanding as of December 31, 2018
|
0.1
|
|
$
|
45.42
|
|
•
|
Restricted stock units
: For every unvested Pentair RSU award held, the holder received
one
nVent RSU.
|
•
|
Performance share units
: Pentair PSUs were converted to Pentair RSUs immediately after the Distribution. The PSUs granted in 2016 were converted at rate of
125%
of target, and the PSUs granted in 2017 were converted at a rate of
100%
of target. For every converted RSU, the shareholder also received
one
nVent RSU. The converted RSUs retain the original vesting schedule of the awarded PSUs.
|
•
|
Stock options:
Every holder of unexercised (vested and unvested) Pentair stock options received both adjusted stock options of Pentair and stock options of nVent, with the number of underlying shares and the exercise price adjusted accordingly to preserve the overall intrinsic value of the awards. The number of Pentair stock options was converted based upon the ratio of Pentair’s pre-Distribution stock price divided by the sum of the Pentair and nVent post-Distribution closing prices. The exercise price for the converted Pentair stock options was adjusted based on the Pentair post-Distribution closing price divided by the Pentair pre-Distribution closing price.
|
•
|
Aquatic Systems
—
This segment manufactures and sells a complete line of energy-efficient residential and commercial pool equipment and accessories including pumps, filters, heaters, lights, automatic controls, automatic cleaners, maintenance equipment and pool accessories. Applications for our Aquatic Systems products include residential and commercial pool maintenance, pool repair, renovation, service and construction and aquaculture solutions.
|
•
|
Filtration Solutions
—
This segment manufactures and sells water and fluid treatment products and systems, including pressure tanks and vessels, control valves, activated carbon products, conventional filtration products, point-of-entry and point-of-use systems, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration and separation systems into the global residential, industrial and commercial markets. These products are used in a range of applications, including use in fluid filtration, ion exchange, desalination, food and beverage, food service and separation technologies for the oil and gas industry.
|
•
|
Flow Technologies
—
This segment manufactures and sells products ranging from light duty diaphragm pumps to high-flow turbine pumps and solid handling pumps while serving the global residential, commercial and industrial markets. These pumps are used in a range of applications, including residential and municipal wells, water treatment, wastewater solids handling, pressure boosting, fluid delivery, circulation and transfer, fire suppression, flood control, agricultural irrigation and crop spray.
|
|
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
||||||||||||
In millions
|
Net sales
|
|
Segment income (loss)
|
||||||||||||||||
Aquatic Systems
|
$
|
1,026.1
|
|
$
|
939.6
|
|
$
|
877.8
|
|
|
$
|
277.6
|
|
$
|
254.1
|
|
$
|
217.4
|
|
Filtration Solutions
|
1,001.0
|
|
990.6
|
|
976.3
|
|
|
168.5
|
|
154.5
|
|
138.4
|
|
||||||
Flow Technologies
|
936.7
|
|
914.2
|
|
923.5
|
|
|
145.6
|
|
140.6
|
|
141.6
|
|
||||||
Other
|
1.3
|
|
1.3
|
|
3.0
|
|
|
(54.9
|
)
|
(52.7
|
)
|
(56.0
|
)
|
||||||
Consolidated
(1)
|
$
|
2,965.1
|
|
$
|
2,845.7
|
|
$
|
2,780.6
|
|
|
$
|
536.8
|
|
$
|
496.5
|
|
$
|
441.4
|
|
(1)
|
One customer in the Aquatic Systems segment, Pool Corporation, represented approximately
15%
of our consolidated net sales in
2018
,
2017
and
2016
.
|
|
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
||||||||||||||||||
In millions
|
Identifiable assets
(1)
|
|
Capital expenditures
|
|
Depreciation
|
||||||||||||||||||||||||
Aquatic Systems
|
$
|
1,304.2
|
|
$
|
1,323.0
|
|
$
|
1,238.0
|
|
|
$
|
10.6
|
|
$
|
9.6
|
|
$
|
12.0
|
|
|
$
|
8.1
|
|
$
|
10.6
|
|
$
|
9.8
|
|
Filtration Solutions
|
1,232.4
|
|
1,333.3
|
|
1,362.4
|
|
|
16.6
|
|
19.2
|
|
17.8
|
|
|
23.2
|
|
21.6
|
|
23.7
|
|
|||||||||
Flow Technologies
|
1,003.6
|
|
1,010.8
|
|
865.2
|
|
|
10.3
|
|
7.3
|
|
11.0
|
|
|
13.1
|
|
13.4
|
|
13.3
|
|
|||||||||
Other
|
266.3
|
|
4,966.6
|
|
8,069.2
|
|
|
10.7
|
|
3.0
|
|
2.5
|
|
|
5.3
|
|
5.2
|
|
6.2
|
|
|||||||||
Consolidated
|
$
|
3,806.5
|
|
$
|
8,633.7
|
|
$
|
11,534.8
|
|
|
$
|
48.2
|
|
$
|
39.1
|
|
$
|
43.3
|
|
|
$
|
49.7
|
|
$
|
50.8
|
|
$
|
53.0
|
|
(1)
|
All cash and cash equivalents and assets held for sale are included in “Other.”
|
In millions
|
2018
|
2017
|
2016
|
||||||
Segment income
|
$
|
536.8
|
|
$
|
496.5
|
|
$
|
441.4
|
|
Restructuring and other
|
(31.8
|
)
|
(28.2
|
)
|
(7.8
|
)
|
|||
Intangible amortization
|
(34.9
|
)
|
(36.4
|
)
|
(35.4
|
)
|
|||
Pension and other post-retirement mark-to-market (loss) gain
|
(3.6
|
)
|
(8.5
|
)
|
12.0
|
|
|||
Trade name and other impairment
|
(12.0
|
)
|
(15.6
|
)
|
—
|
|
|||
Loss on sale of businesses
|
(7.3
|
)
|
(4.2
|
)
|
(3.9
|
)
|
|||
Loss on early extinguishment of debt
|
(17.1
|
)
|
(101.4
|
)
|
—
|
|
|||
Interest expense, net
|
(32.6
|
)
|
(87.3
|
)
|
(140.1
|
)
|
|||
Corporate allocations
|
(11.0
|
)
|
(36.7
|
)
|
(39.4
|
)
|
|||
Deal related costs and expenses
|
(2.0
|
)
|
—
|
|
—
|
|
|||
Other expense
|
(4.7
|
)
|
(5.4
|
)
|
(5.9
|
)
|
|||
Income from continuing operations before income taxes
|
$
|
379.8
|
|
$
|
172.8
|
|
$
|
220.9
|
|
|
Years ended December 31
|
||||||||
In millions
|
2018
|
2017
|
2016
|
||||||
Gross rental expense
|
$
|
30.4
|
|
$
|
29.7
|
|
$
|
29.0
|
|
Sublease rental income
|
(0.4
|
)
|
(0.2
|
)
|
(0.5
|
)
|
|||
Net rental expense
|
$
|
30.0
|
|
$
|
29.5
|
|
$
|
28.5
|
|
In millions
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
||||||||||||||
Minimum lease payments
|
$
|
23.2
|
|
$
|
17.6
|
|
$
|
13.3
|
|
$
|
11.1
|
|
$
|
9.5
|
|
$
|
13.8
|
|
$
|
88.5
|
|
Minimum sublease rentals
|
(0.7
|
)
|
(0.6
|
)
|
(0.6
|
)
|
(0.6
|
)
|
(0.6
|
)
|
(0.6
|
)
|
(3.7
|
)
|
|||||||
Net future minimum lease commitments
|
$
|
22.5
|
|
$
|
17.0
|
|
$
|
12.7
|
|
$
|
10.5
|
|
$
|
8.9
|
|
$
|
13.2
|
|
$
|
84.8
|
|
|
Years ended December 31
|
||||||||
In millions
|
2018
|
2017
|
2016
|
||||||
Beginning balance
|
$
|
38.1
|
|
$
|
36.3
|
|
$
|
44.6
|
|
Service and product warranty provision
|
50.8
|
|
60.8
|
|
55.2
|
|
|||
Payments
|
(54.6
|
)
|
(59.6
|
)
|
(64.2
|
)
|
|||
Foreign currency translation
|
(0.4
|
)
|
0.6
|
|
0.7
|
|
|||
Ending balance
|
$
|
33.9
|
|
$
|
38.1
|
|
$
|
36.3
|
|
|
2018
|
|||||||||||||||
In millions, except per-share data
|
First
Quarter
|
Second
Quarter
|
|
Third
Quarter
|
Fourth
Quarter
|
Full
Year
|
||||||||||
Net sales
|
$
|
732.6
|
|
$
|
780.6
|
|
|
$
|
711.4
|
|
$
|
740.5
|
|
$
|
2,965.1
|
|
Gross profit
|
253.3
|
|
282.6
|
|
|
243.8
|
|
268.0
|
|
1,047.7
|
|
|||||
Operating income
|
92.7
|
|
122.6
|
|
|
108.4
|
|
113.0
|
|
436.7
|
|
|||||
Net income from continuing operations
|
58.4
|
|
77.9
|
|
(1)
|
91.2
|
|
94.2
|
|
321.7
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
44.5
|
|
(36.4
|
)
|
|
18.9
|
|
(1.3
|
)
|
25.7
|
|
|||||
Net income
|
102.9
|
|
41.5
|
|
|
110.1
|
|
92.9
|
|
347.4
|
|
|||||
Earnings (loss) per ordinary share
(2)
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.33
|
|
$
|
0.44
|
|
|
$
|
0.52
|
|
$
|
0.55
|
|
$
|
1.83
|
|
Discontinued operations
|
0.24
|
|
(0.21
|
)
|
|
0.11
|
|
(0.01
|
)
|
0.15
|
|
|||||
Basic earnings per ordinary share
|
$
|
0.57
|
|
$
|
0.23
|
|
|
$
|
0.63
|
|
$
|
0.54
|
|
$
|
1.98
|
|
Diluted
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.32
|
|
$
|
0.44
|
|
|
$
|
0.52
|
|
$
|
0.54
|
|
$
|
1.81
|
|
Discontinued operations
|
0.25
|
|
(0.21
|
)
|
|
0.11
|
|
(0.01
|
)
|
0.15
|
|
|||||
Diluted earnings per ordinary share
|
$
|
0.57
|
|
$
|
0.23
|
|
|
$
|
0.63
|
|
$
|
0.53
|
|
$
|
1.96
|
|
(1)
|
Includes decrease of
$17.1 million
related to loss on early extinguishment of debt.
|
(2)
|
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.
|
|
2017
|
|||||||||||||||||
In millions, except per-share data
|
First
Quarter
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full
Year
|
||||||||||
Net sales
|
$
|
683.3
|
|
$
|
754.0
|
|
|
$
|
687.6
|
|
|
$
|
720.8
|
|
|
$
|
2,845.7
|
|
Gross profit
|
223.7
|
|
273.6
|
|
|
236.5
|
|
|
253.7
|
|
|
987.5
|
|
|||||
Operating income
|
61.9
|
|
129.2
|
|
|
101.8
|
|
|
85.4
|
|
|
378.3
|
|
|||||
Net income (loss) from continuing operations
|
12.7
|
|
(3.4
|
)
|
(1)
|
49.0
|
|
|
55.8
|
|
(2)
|
114.1
|
|
|||||
Income from discontinued operations, net of tax
|
75.0
|
|
66.5
|
|
|
78.2
|
|
|
151.6
|
|
|
371.3
|
|
|||||
Gain (loss) from sale of discontinued operations, net of tax
|
—
|
|
200.6
|
|
|
(1.7
|
)
|
|
(17.8
|
)
|
|
181.1
|
|
|||||
Net income
|
87.7
|
|
263.7
|
|
|
125.5
|
|
|
189.6
|
|
|
666.5
|
|
|||||
Earnings (loss) per ordinary share
(3)
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.07
|
|
$
|
(0.02
|
)
|
|
$
|
0.27
|
|
|
$
|
0.32
|
|
|
$
|
0.63
|
|
Discontinued operations
|
0.41
|
|
1.47
|
|
|
0.42
|
|
|
0.73
|
|
|
3.04
|
|
|||||
Basic earnings per ordinary share
|
$
|
0.48
|
|
$
|
1.45
|
|
|
$
|
0.69
|
|
|
$
|
1.05
|
|
|
$
|
3.67
|
|
Diluted
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.07
|
|
$
|
(0.02
|
)
|
|
$
|
0.27
|
|
|
$
|
0.30
|
|
|
$
|
0.62
|
|
Discontinued operations
|
0.41
|
|
1.45
|
|
|
0.41
|
|
|
0.74
|
|
|
3.01
|
|
|||||
Diluted earnings per ordinary share
|
$
|
0.48
|
|
$
|
1.43
|
|
|
$
|
0.68
|
|
|
$
|
1.04
|
|
|
$
|
3.63
|
|
(1)
|
Includes decrease of
$101.4 million
related to loss on early extinguishment of debt.
|
(2)
|
Includes decrease of
$15.6 million
due to trade name and other impairment and
$8.5 million
related to a “mark-to-market” actuarial loss on pension and other post-retirement benefit plans.
|
(3)
|
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.
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,965.1
|
|
$
|
—
|
|
$
|
2,965.1
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
1,917.4
|
|
—
|
|
1,917.4
|
|
||||||
Gross profit
|
—
|
|
—
|
|
—
|
|
1,047.7
|
|
—
|
|
1,047.7
|
|
||||||
Selling, general and administrative
|
11.8
|
|
0.9
|
|
1.2
|
|
520.4
|
|
—
|
|
534.3
|
|
||||||
Research and development
|
—
|
|
—
|
|
—
|
|
76.7
|
|
—
|
|
76.7
|
|
||||||
Operating (loss) income
|
(11.8
|
)
|
(0.9
|
)
|
(1.2
|
)
|
450.6
|
|
—
|
|
436.7
|
|
||||||
Loss (earnings) from continuing operations of investment in subsidiaries
|
(333.5
|
)
|
(333.4
|
)
|
(376.5
|
)
|
—
|
|
1,043.4
|
|
—
|
|
||||||
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
Loss on sale of businesses
|
—
|
|
—
|
|
—
|
|
7.3
|
|
—
|
|
7.3
|
|
||||||
Loss on early extinguishment of debt
|
—
|
|
—
|
|
17.1
|
|
—
|
|
—
|
|
17.1
|
|
||||||
Net interest (income) expense
|
—
|
|
(1.0
|
)
|
24.8
|
|
8.8
|
|
—
|
|
32.6
|
|
||||||
Other income
|
—
|
|
—
|
|
—
|
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
||||||
Income (loss) from continuing operations before income taxes
|
321.7
|
|
333.5
|
|
333.4
|
|
434.6
|
|
(1,043.4
|
)
|
379.8
|
|
||||||
Provision for income taxes
|
—
|
|
—
|
|
—
|
|
58.1
|
|
—
|
|
58.1
|
|
||||||
Net income (loss) from continuing operations
|
321.7
|
|
333.5
|
|
333.4
|
|
376.5
|
|
(1,043.4
|
)
|
321.7
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
25.7
|
|
—
|
|
25.7
|
|
||||||
Earnings (loss) from discontinued operations of investment in subsidiaries
|
25.7
|
|
25.7
|
|
25.7
|
|
—
|
|
(77.1
|
)
|
—
|
|
||||||
Net income (loss)
|
$
|
347.4
|
|
$
|
359.2
|
|
$
|
359.1
|
|
$
|
402.2
|
|
$
|
(1,120.5
|
)
|
$
|
347.4
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
347.4
|
|
$
|
359.2
|
|
$
|
359.1
|
|
$
|
402.2
|
|
$
|
(1,120.5
|
)
|
$
|
347.4
|
|
Changes in cumulative translation adjustment
|
10.0
|
|
10.0
|
|
10.0
|
|
10.0
|
|
(30.0
|
)
|
10.0
|
|
||||||
Changes in market value of derivative financial instruments, net of tax
|
4.8
|
|
4.8
|
|
4.8
|
|
4.8
|
|
(14.4
|
)
|
4.8
|
|
||||||
Comprehensive income (loss)
|
$
|
362.2
|
|
$
|
374.0
|
|
$
|
373.9
|
|
$
|
417.0
|
|
$
|
(1,164.9
|
)
|
$
|
362.2
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Assets
|
||||||||||||||||||
Current assets
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
0.1
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
74.1
|
|
$
|
—
|
|
$
|
74.3
|
|
Accounts and notes receivable, net
|
4.6
|
|
—
|
|
—
|
|
483.6
|
|
—
|
|
488.2
|
|
||||||
Inventories
|
—
|
|
—
|
|
—
|
|
387.5
|
|
—
|
|
387.5
|
|
||||||
Other current assets
|
3.4
|
|
—
|
|
2.2
|
|
99.2
|
|
(15.4
|
)
|
89.4
|
|
||||||
Total current assets
|
8.1
|
|
—
|
|
2.3
|
|
1,044.4
|
|
(15.4
|
)
|
1,039.4
|
|
||||||
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
272.6
|
|
—
|
|
272.6
|
|
||||||
Other assets
|
|
|
|
|
|
|
||||||||||||
Investments in subsidiaries
|
1,903.8
|
|
2,036.1
|
|
2,675.7
|
|
—
|
|
(6,615.6
|
)
|
—
|
|
||||||
Goodwill
|
—
|
|
—
|
|
—
|
|
2,072.7
|
|
—
|
|
2,072.7
|
|
||||||
Intangibles, net
|
—
|
|
—
|
|
—
|
|
276.3
|
|
—
|
|
276.3
|
|
||||||
Other non-current assets
|
23.3
|
|
—
|
|
696.1
|
|
729.7
|
|
(1,303.6
|
)
|
145.5
|
|
||||||
Total other assets
|
1,927.1
|
|
2,036.1
|
|
3,371.8
|
|
3,078.7
|
|
(7,919.2
|
)
|
2,494.5
|
|
||||||
Total assets
|
$
|
1,935.2
|
|
$
|
2,036.1
|
|
$
|
3,374.1
|
|
$
|
4,395.7
|
|
$
|
(7,934.6
|
)
|
$
|
3,806.5
|
|
Liabilities and Equity
|
||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
0.9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
377.7
|
|
$
|
—
|
|
$
|
378.6
|
|
Employee compensation and benefits
|
0.2
|
|
—
|
|
—
|
|
111.5
|
|
—
|
|
111.7
|
|
||||||
Other current liabilities
|
47.6
|
|
1.5
|
|
4.4
|
|
290.3
|
|
(15.4
|
)
|
328.4
|
|
||||||
Total current liabilities
|
48.7
|
|
1.5
|
|
4.4
|
|
779.5
|
|
(15.4
|
)
|
818.7
|
|
||||||
Other liabilities
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
29.9
|
|
130.8
|
|
1,333.9
|
|
596.6
|
|
(1,303.6
|
)
|
787.6
|
|
||||||
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
90.0
|
|
—
|
|
90.0
|
|
||||||
Deferred tax liabilities
|
—
|
|
—
|
|
—
|
|
105.9
|
|
—
|
|
105.9
|
|
||||||
Other non-current liabilities
|
20.5
|
|
—
|
|
—
|
|
147.7
|
|
—
|
|
168.2
|
|
||||||
Total liabilities
|
99.1
|
|
132.3
|
|
1,338.3
|
|
1,719.7
|
|
(1,319.0
|
)
|
1,970.4
|
|
||||||
Equity
|
1,836.1
|
|
1,903.8
|
|
2,035.8
|
|
2,676.0
|
|
(6,615.6
|
)
|
1,836.1
|
|
||||||
Total liabilities and equity
|
$
|
1,935.2
|
|
$
|
2,036.1
|
|
$
|
3,374.1
|
|
$
|
4,395.7
|
|
$
|
(7,934.6
|
)
|
$
|
3,806.5
|
|
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
|
$
|
266.3
|
|
$
|
362.1
|
|
$
|
370.6
|
|
$
|
637.7
|
|
$
|
(1,197.6
|
)
|
$
|
439.1
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(48.2
|
)
|
—
|
|
(48.2
|
)
|
||||||
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
0.2
|
|
—
|
|
0.2
|
|
||||||
Payments due to sale of businesses and other
|
—
|
|
—
|
|
—
|
|
(12.8
|
)
|
—
|
|
(12.8
|
)
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(0.9
|
)
|
—
|
|
(0.9
|
)
|
||||||
Net intercompany loan activity
|
—
|
|
94.1
|
|
181.0
|
|
1,655.7
|
|
(1,930.8
|
)
|
—
|
|
||||||
Net cash provided by (used for) investing activities of continuing operations
|
—
|
|
94.1
|
|
181.0
|
|
1,594.0
|
|
(1,930.8
|
)
|
(61.7
|
)
|
||||||
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
—
|
|
—
|
|
(7.1
|
)
|
—
|
|
(7.1
|
)
|
||||||
Net cash provided by (used for) investing activities
|
—
|
|
94.1
|
|
181.0
|
|
1,586.9
|
|
(1,930.8
|
)
|
(68.8
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||||||||
Net receipts (repayments) of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
41.9
|
|
(2.2
|
)
|
—
|
|
39.7
|
|
||||||
Repayment of long-term debt
|
—
|
|
—
|
|
(675.1
|
)
|
—
|
|
—
|
|
(675.1
|
)
|
||||||
Premium paid on early extinguishment of debt
|
—
|
|
—
|
|
(16.0
|
)
|
—
|
|
—
|
|
(16.0
|
)
|
||||||
Transfer of cash to nVent
|
—
|
|
—
|
|
—
|
|
(74.2
|
)
|
—
|
|
(74.2
|
)
|
||||||
Distribution of cash from nVent
|
—
|
|
—
|
|
993.6
|
|
—
|
|
—
|
|
993.6
|
|
||||||
Net change in advances to subsidiaries
|
407.7
|
|
(456.2
|
)
|
(874.6
|
)
|
(2,205.3
|
)
|
3,128.4
|
|
—
|
|
||||||
Shares issued to employees, net of shares withheld
|
13.3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13.3
|
|
||||||
Repurchases of ordinary shares
|
(500.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(500.0
|
)
|
||||||
Dividends paid
|
(187.2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(187.2
|
)
|
||||||
Other
|
—
|
|
—
|
|
(2.0
|
)
|
—
|
|
—
|
|
(2.0
|
)
|
||||||
Net cash provided by (used for) financing activities
|
(266.2
|
)
|
(456.2
|
)
|
(532.2
|
)
|
(2,281.7
|
)
|
3,128.4
|
|
(407.9
|
)
|
||||||
Change in cash held for sale
|
—
|
|
—
|
|
—
|
|
27.0
|
|
—
|
|
27.0
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
(19.3
|
)
|
17.9
|
|
—
|
|
(1.4
|
)
|
||||||
Change in cash and cash equivalents
|
0.1
|
|
—
|
|
0.1
|
|
(12.2
|
)
|
—
|
|
(12.0
|
)
|
||||||
Cash and cash equivalents, beginning of year
|
—
|
|
—
|
|
—
|
|
86.3
|
|
—
|
|
86.3
|
|
||||||
Cash and cash equivalents, end of year
|
$
|
0.1
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
74.1
|
|
$
|
—
|
|
$
|
74.3
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,845.7
|
|
$
|
—
|
|
$
|
2,845.7
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
1,858.2
|
|
—
|
|
1,858.2
|
|
||||||
Gross profit
|
—
|
|
—
|
|
—
|
|
987.5
|
|
—
|
|
987.5
|
|
||||||
Selling, general and administrative
|
9.0
|
|
0.6
|
|
—
|
|
526.4
|
|
—
|
|
536.0
|
|
||||||
Research and development
|
—
|
|
—
|
|
—
|
|
73.2
|
|
—
|
|
73.2
|
|
||||||
Operating (loss) income
|
(9.0
|
)
|
(0.6
|
)
|
—
|
|
387.9
|
|
—
|
|
378.3
|
|
||||||
Loss (earnings) from continuing operations of investment in subsidiaries
|
(122.2
|
)
|
(122.2
|
)
|
(283.4
|
)
|
—
|
|
527.8
|
|
—
|
|
||||||
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
Loss on sale of businesses
|
—
|
|
—
|
|
—
|
|
4.2
|
|
—
|
|
4.2
|
|
||||||
Loss on early extinguishment of debt
|
—
|
|
—
|
|
91.0
|
|
10.4
|
|
—
|
|
101.4
|
|
||||||
Net interest (income) expense
|
—
|
|
(0.6
|
)
|
70.7
|
|
17.2
|
|
—
|
|
87.3
|
|
||||||
Other expense
|
—
|
|
—
|
|
—
|
|
12.6
|
|
—
|
|
12.6
|
|
||||||
Income (loss) from continuing operations before income taxes
|
113.2
|
|
122.2
|
|
121.7
|
|
343.5
|
|
(527.8
|
)
|
172.8
|
|
||||||
Provision (benefit) for income taxes
|
(0.9
|
)
|
—
|
|
—
|
|
59.6
|
|
—
|
|
58.7
|
|
||||||
Net income (loss) from continuing operations
|
114.1
|
|
122.2
|
|
121.7
|
|
283.9
|
|
(527.8
|
)
|
114.1
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
371.3
|
|
—
|
|
371.3
|
|
||||||
Gain from sale of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
181.1
|
|
—
|
|
181.1
|
|
||||||
Earnings (loss) from discontinued operations of investment in subsidiaries
|
552.4
|
|
552.4
|
|
552.4
|
|
—
|
|
(1,657.2
|
)
|
—
|
|
||||||
Net income (loss)
|
$
|
666.5
|
|
$
|
674.6
|
|
$
|
674.1
|
|
$
|
836.3
|
|
$
|
(2,185.0
|
)
|
$
|
666.5
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
666.5
|
|
$
|
674.6
|
|
$
|
674.1
|
|
$
|
836.3
|
|
$
|
(2,185.0
|
)
|
$
|
666.5
|
|
Changes in cumulative translation adjustment
|
497.5
|
|
497.5
|
|
497.5
|
|
497.5
|
|
(1,492.5
|
)
|
497.5
|
|
||||||
Changes in market value of derivative financial instruments, net of tax
|
(4.6
|
)
|
(4.6
|
)
|
(4.6
|
)
|
(4.6
|
)
|
13.8
|
|
(4.6
|
)
|
||||||
Comprehensive income (loss)
|
$
|
1,159.4
|
|
$
|
1,167.5
|
|
$
|
1,167.0
|
|
$
|
1,329.2
|
|
$
|
(3,663.7
|
)
|
$
|
1,159.4
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Assets
|
||||||||||||||||||
Current assets
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
86.3
|
|
$
|
—
|
|
$
|
86.3
|
|
Accounts and notes receivable, net
|
—
|
|
—
|
|
—
|
|
483.1
|
|
—
|
|
483.1
|
|
||||||
Inventories
|
—
|
|
—
|
|
—
|
|
356.9
|
|
—
|
|
356.9
|
|
||||||
Other current assets
|
10.8
|
|
1.8
|
|
1.5
|
|
109.6
|
|
(9.2
|
)
|
114.5
|
|
||||||
Current assets held for sale
|
—
|
|
—
|
|
—
|
|
708.0
|
|
—
|
|
708.0
|
|
||||||
Total current assets
|
10.8
|
|
1.8
|
|
1.5
|
|
1,743.9
|
|
(9.2
|
)
|
1,748.8
|
|
||||||
Property, plant and equipment, net
|
—
|
|
—
|
|
—
|
|
279.8
|
|
—
|
|
279.8
|
|
||||||
Other assets
|
|
|
|
|
|
|
||||||||||||
Investments in subsidiaries
|
5,205.1
|
|
5,109.6
|
|
7,156.1
|
|
—
|
|
(17,470.8
|
)
|
—
|
|
||||||
Goodwill
|
—
|
|
—
|
|
—
|
|
2,112.8
|
|
—
|
|
2,112.8
|
|
||||||
Intangibles, net
|
—
|
|
—
|
|
—
|
|
321.8
|
|
—
|
|
321.8
|
|
||||||
Other non-current assets
|
2.2
|
|
94.1
|
|
614.0
|
|
1,360.0
|
|
(1,889.4
|
)
|
180.9
|
|
||||||
Non-current assets held for sale
|
—
|
|
—
|
|
—
|
|
3,989.6
|
|
—
|
|
3,989.6
|
|
||||||
Total other assets
|
5,207.3
|
|
5,203.7
|
|
7,770.1
|
|
7,784.2
|
|
(19,360.2
|
)
|
6,605.1
|
|
||||||
Total assets
|
$
|
5,218.1
|
|
$
|
5,205.5
|
|
$
|
7,771.6
|
|
$
|
9,807.9
|
|
$
|
(19,369.4
|
)
|
$
|
8,633.7
|
|
Liabilities and Equity
|
||||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
1.4
|
|
$
|
—
|
|
$
|
—
|
|
$
|
320.1
|
|
$
|
—
|
|
$
|
321.5
|
|
Employee compensation and benefits
|
0.4
|
|
—
|
|
—
|
|
115.4
|
|
—
|
|
115.8
|
|
||||||
Other current liabilities
|
99.6
|
|
0.4
|
|
9.4
|
|
301.1
|
|
(9.2
|
)
|
401.3
|
|
||||||
Current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
360.8
|
|
—
|
|
360.8
|
|
||||||
Total current liabilities
|
101.4
|
|
0.4
|
|
9.4
|
|
1,097.4
|
|
(9.2
|
)
|
1,199.4
|
|
||||||
Other liabilities
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
48.4
|
|
—
|
|
2,652.8
|
|
628.9
|
|
(1,889.4
|
)
|
1,440.7
|
|
||||||
Pension and other post-retirement compensation and benefits
|
—
|
|
—
|
|
—
|
|
96.4
|
|
—
|
|
96.4
|
|
||||||
Deferred tax liabilities
|
—
|
|
—
|
|
—
|
|
108.6
|
|
—
|
|
108.6
|
|
||||||
Other non-current liabilities
|
30.5
|
|
—
|
|
—
|
|
183.3
|
|
—
|
|
213.8
|
|
||||||
Non-current liabilities held for sale
|
—
|
|
—
|
|
—
|
|
537.0
|
|
—
|
|
537.0
|
|
||||||
Total liabilities
|
180.3
|
|
0.4
|
|
2,662.2
|
|
2,651.6
|
|
(1,898.6
|
)
|
3,595.9
|
|
||||||
Equity
|
5,037.8
|
|
5,205.1
|
|
5,109.4
|
|
7,156.3
|
|
(17,470.8
|
)
|
5,037.8
|
|
||||||
Total liabilities and equity
|
$
|
5,218.1
|
|
$
|
5,205.5
|
|
$
|
7,771.6
|
|
$
|
9,807.9
|
|
$
|
(19,369.4
|
)
|
$
|
8,633.7
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used for) operating activities
|
$
|
678.3
|
|
$
|
676.1
|
|
$
|
656.2
|
|
$
|
794.6
|
|
$
|
(2,185.0
|
)
|
$
|
620.2
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(39.1
|
)
|
—
|
|
(39.1
|
)
|
||||||
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
3.7
|
|
—
|
|
3.7
|
|
||||||
Proceeds from sale of businesses and other
|
—
|
|
—
|
|
2,765.6
|
|
(6.2
|
)
|
—
|
|
2,759.4
|
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(45.9
|
)
|
—
|
|
(45.9
|
)
|
||||||
Net intercompany loan activity
|
—
|
|
(58.9
|
)
|
103.7
|
|
172.5
|
|
(217.3
|
)
|
—
|
|
||||||
Net cash provided by (used for) investing activities of continuing operations
|
—
|
|
(58.9
|
)
|
2,869.3
|
|
85.0
|
|
(217.3
|
)
|
2,678.1
|
|
||||||
Net cash provided by (used for) investing activities from discontinued operations
|
—
|
|
—
|
|
—
|
|
(47.7
|
)
|
—
|
|
(47.7
|
)
|
||||||
Net cash provided by (used for) investing activities
|
—
|
|
(58.9
|
)
|
2,869.3
|
|
37.3
|
|
(217.3
|
)
|
2,630.4
|
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||||||||
Net receipts (repayments) of commercial paper and revolving long-term debt
|
—
|
|
—
|
|
(914.7
|
)
|
1.6
|
|
—
|
|
(913.1
|
)
|
||||||
Repayment of long-term debt
|
—
|
|
—
|
|
(1,917.8
|
)
|
(91.5
|
)
|
—
|
|
(2,009.3
|
)
|
||||||
Premium paid on early extinguishment of debt
|
—
|
|
—
|
|
(86.0
|
)
|
(8.9
|
)
|
—
|
|
(94.9
|
)
|
||||||
Net change in advances to subsidiaries
|
(263.8
|
)
|
(617.2
|
)
|
(680.8
|
)
|
(840.5
|
)
|
2,402.3
|
|
—
|
|
||||||
Shares issued to employees, net of shares withheld
|
37.2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
37.2
|
|
||||||
Repurchases of ordinary shares
|
(200.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(200.0
|
)
|
||||||
Dividends paid
|
(251.7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(251.7
|
)
|
||||||
Other
|
—
|
|
—
|
|
—
|
|
(0.8
|
)
|
—
|
|
(0.8
|
)
|
||||||
Net cash provided by (used for) financing activities
|
(678.3
|
)
|
(617.2
|
)
|
(3,599.3
|
)
|
(940.1
|
)
|
2,402.3
|
|
(3,432.6
|
)
|
||||||
Change in cash held for sale
|
—
|
|
—
|
|
—
|
|
(5.4
|
)
|
—
|
|
(5.4
|
)
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
73.8
|
|
(17.0
|
)
|
—
|
|
56.8
|
|
||||||
Change in cash and cash equivalents
|
—
|
|
—
|
|
—
|
|
(130.6
|
)
|
—
|
|
(130.6
|
)
|
||||||
Cash and cash equivalents, beginning of year
|
—
|
|
—
|
|
—
|
|
216.9
|
|
—
|
|
216.9
|
|
||||||
Cash and cash equivalents, end of year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
86.3
|
|
$
|
—
|
|
$
|
86.3
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,780.6
|
|
$
|
—
|
|
$
|
2,780.6
|
|
Cost of goods sold
|
—
|
|
—
|
|
—
|
|
1,821.5
|
|
—
|
|
1,821.5
|
|
||||||
Gross profit
|
—
|
|
—
|
|
—
|
|
959.1
|
|
—
|
|
959.1
|
|
||||||
Selling, general and administrative
|
12.6
|
|
—
|
|
1.2
|
|
517.6
|
|
—
|
|
531.4
|
|
||||||
Research and development
|
—
|
|
—
|
|
—
|
|
73.3
|
|
—
|
|
73.3
|
|
||||||
Operating (loss) income
|
(12.6
|
)
|
—
|
|
(1.2
|
)
|
368.2
|
|
—
|
|
354.4
|
|
||||||
Loss (earnings) from continuing operations of investment in subsidiaries
|
(189.4
|
)
|
(189.4
|
)
|
(301.5
|
)
|
—
|
|
680.3
|
|
—
|
|
||||||
Other (income) expense:
|
|
|
|
|
|
|
||||||||||||
Loss on sale of businesses
|
—
|
|
—
|
|
—
|
|
3.9
|
|
—
|
|
3.9
|
|
||||||
Net interest expense
|
—
|
|
—
|
|
110.9
|
|
29.2
|
|
—
|
|
140.1
|
|
||||||
Other income
|
—
|
|
—
|
|
—
|
|
(10.5
|
)
|
—
|
|
(10.5
|
)
|
||||||
Income (loss) from continuing operations before income taxes
|
176.8
|
|
189.4
|
|
189.4
|
|
345.6
|
|
(680.3
|
)
|
220.9
|
|
||||||
Provision (benefit) for income taxes
|
(1.4
|
)
|
—
|
|
—
|
|
44.1
|
|
—
|
|
42.7
|
|
||||||
Net income (loss) from continuing operations
|
178.2
|
|
189.4
|
|
189.4
|
|
301.5
|
|
(680.3
|
)
|
178.2
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
343.4
|
|
—
|
|
343.4
|
|
||||||
Gain from sale of discontinued operations, net of tax
|
—
|
|
—
|
|
—
|
|
0.6
|
|
—
|
|
0.6
|
|
||||||
Earnings (loss) from discontinued operations of investment in subsidiaries
|
344.0
|
|
344.0
|
|
344.0
|
|
—
|
|
(1,032.0
|
)
|
—
|
|
||||||
Net income (loss)
|
$
|
522.2
|
|
$
|
533.4
|
|
$
|
533.4
|
|
$
|
645.5
|
|
$
|
(1,712.3
|
)
|
$
|
522.2
|
|
Comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
522.2
|
|
$
|
533.4
|
|
$
|
533.4
|
|
$
|
645.5
|
|
$
|
(1,712.3
|
)
|
$
|
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
|
|
$
|
442.1
|
|
$
|
442.1
|
|
$
|
554.2
|
|
$
|
(1,438.4
|
)
|
$
|
430.9
|
|
In millions
|
Parent
Company
Guarantor
|
Subsidiary
Guarantor
|
Subsidiary
Issuer
|
Non-guarantor
Subsidiaries
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Operating activities
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used for) operating activities
|
$
|
595.7
|
|
$
|
541.7
|
|
$
|
532.9
|
|
$
|
903.4
|
|
$
|
(1,712.3
|
)
|
$
|
861.4
|
|
Investing activities
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
—
|
|
—
|
|
(43.3
|
)
|
—
|
|
(43.3
|
)
|
||||||
Proceeds from sale of property and equipment
|
—
|
|
—
|
|
—
|
|
18.8
|
|
—
|
|
18.8
|
|
||||||
Proceeds from sale of businesses and other
|
—
|
|
—
|
|
—
|
|
(5.1
|
)
|
—
|
|
(5.1
|
)
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
—
|
|
—
|
|
(25.0
|
)
|
—
|
|
(25.0
|
)
|
||||||
Net intercompany loan activity
|
—
|
|
—
|
|
667.3
|
|
(191.0
|
)
|
(476.3
|
)
|
—
|
|
||||||
Net cash provided by (used for) investing activities of continuing operations
|
—
|
|
—
|
|
667.3
|
|
(245.6
|
)
|
(476.3
|
)
|
(54.6
|
)
|
||||||
Net cash provided by (used for) investing activities of discontinued operations
|
—
|
|
—
|
|
—
|
|
(67.2
|
)
|
—
|
|
(67.2
|
)
|
||||||
Net cash provided by (used for) investing activities
|
—
|
|
—
|
|
667.3
|
|
(312.8
|
)
|
(476.3
|
)
|
(121.8
|
)
|
||||||
Financing activities
|
|
|
|
|
|
|
||||||||||||
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
|
(372.8
|
)
|
(541.7
|
)
|
(842.3
|
)
|
(431.8
|
)
|
2,188.6
|
|
—
|
|
||||||
Shares issued to employees, net of shares withheld
|
20.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
20.7
|
|
||||||
Dividends paid
|
(243.6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(243.6
|
)
|
||||||
Other
|
—
|
|
—
|
|
—
|
|
8.8
|
|
—
|
|
8.8
|
|
||||||
Net cash provided by (used for) financing activities
|
(595.7
|
)
|
(541.7
|
)
|
(1,228.1
|
)
|
(423.2
|
)
|
2,188.6
|
|
(600.1
|
)
|
||||||
Change in cash held for sale
|
—
|
|
—
|
|
—
|
|
1.1
|
|
—
|
|
1.1
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
—
|
|
27.8
|
|
(55.1
|
)
|
—
|
|
(27.3
|
)
|
||||||
Change in cash and cash equivalents
|
—
|
|
—
|
|
(0.1
|
)
|
113.4
|
|
—
|
|
113.3
|
|
||||||
Cash and cash equivalents, beginning of year
|
—
|
|
—
|
|
0.1
|
|
103.5
|
|
—
|
|
103.6
|
|
||||||
Cash and cash equivalents, end of year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
216.9
|
|
$
|
—
|
|
$
|
216.9
|
|
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
|
2,972,041
|
|
(1)
|
$
|
38.84
|
|
(2)
|
4,453,028
|
|
(3)
|
2008 Omnibus Stock Incentive Plan
|
1,017,891
|
|
(4)
|
23.10
|
|
(2)
|
—
|
|
(5)
|
|
Total
|
3,989,932
|
|
|
$
|
34.41
|
|
(2)
|
4,453,028
|
|
|
(1)
|
Consists of
2,602,660
shares subject to stock options,
100,028
shares subject to restricted stock units, and
269,353
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
1,017,891
shares subject to stock options.
|
(5)
|
The 2008 Omnibus Stock Incentive Plan was terminated in 2012. Restricted stock units previously granted under the 2008 Omnibus Stock Incentive Plan remain outstanding, but no further options or shares may be granted under this plan.
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
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)).
|
|
|
|
|
|
Separation and Distribution Agreement, dated as of April 27, 2018, by and between Pentair plc and nVent Electric plc (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on April 30, 2018) (File No. 001-11625)).
|
|
|
|
|
|
Tax Matters Agreement, dated as of April 27, 2018, by and between Pentair plc and nVent Electric plc (Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Pentair plc filed with the Commission on April 30, 2018 (File No. 001-11625)).
|
|
|
|
|
|
Transition Services Agreement, dated as of April 27, 2018, by and between Pentair plc and nVent Electric plc (Incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K of Pentair plc filed with the Commission on April 30, 2018 (File No. 001-11625)).
|
|
|
|
|
|
Employee Matters Agreement, dated as of April 27, 2018, by and between Pentair plc and nVent Electric plc (Incorporated by reference to Exhibit 2.4 to the Current Report on Form 8-K of Pentair plc filed with the Commission on April 30, 2018 (File No. 001-11625)).
|
|
|
|
|
|
Amended and Restated Memorandum and Articles of Association of Pentair plc (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on May 9, 2017 (File No. 001-11625)).
|
|
|
|
|
|
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)).
|
|
|
|
|
|
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)).
|
|
|
|
|
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)).
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|
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|
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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)).
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|
|
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)).
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|
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|
Seventh Supplemental Indenture, dated as of May 26, 2017, among Pentair Finance S.A., Pentair plc, Pentair Investments Switzerland GmbH and Wells Fargo 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 May 31, 2017 (File No. 001-11625)).
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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)).
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|
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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)).
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|
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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)).
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|
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|
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)).
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|
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|
|
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)).
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|
|
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|
|
Sixth Supplemental Indenture, dated as of May 26, 2017, among Pentair, Inc., Pentair plc, Pentair Investments Switzerland GmbH and Wells Fargo 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 May 31, 2017 (File No. 001-11625)).
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|
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|
Credit Agreement, dated as of April 25, 2018, among Pentair plc, Pentair Investments Switzerland GmbH, Pentair Finance S.à r.l., Pentair, Inc. 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 Commission on April 30, 2018) (File No. 001-11625)).
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|
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|
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)).
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|
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|
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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)).
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|
|
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|
|
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)).
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|
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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)).
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|
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|
Fifth Supplemental Indenture, dated as of May 26, 2017, among Pentair Finance S.A., Pentair plc, Pentair Investments Switzerland GmbH 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 May 31, 2017 (File No. 001-11625)).
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|
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)).
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Pentair plc 2012 Stock and Incentive Plan, as amended and restated effective as of January 1, 2017. (Incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2016 (File No. 001-11625)).*
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|
|
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|
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)).*
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|
|
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|
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)).*
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|
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|
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)).*
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|
|
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|
|
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)).*
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|
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|
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)).*
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|
|
|
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|
Pentair plc 2008 Omnibus Stock Incentive Plan, as amended and restated effective as of January 1, 2017 (Incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2016 (File No. 001-11625)).*
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|
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|
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)).*
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|
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)).*
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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)).*
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|
Form of Key Executive Employment and Severance Agreement for John L. Stauch and Mark C. Borin (Incorporated by reference to Exhibit 10.1 in the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended June 30, 2018 (File No. 001-11625)).*
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|
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|
Form of Key Executive Employment and Severance Agreement for Karly R. Frykman and John H. Jacko (Incorporated by reference to Exhibit 10.2 in the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended June 30, 2018 (File No. 001-11625)).*
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|
Form of Key Executive Employment and Severance Agreement for Karla C. Robertson, Kelly A. Baker and Philip M. Rolchigo (Incorporated by reference to Exhibit 10.3 in the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended June 30, 2018 (File No. 001-11625)).*
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|
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)).*
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|
|
|
Pentair plc Employee Stock Purchase and Bonus Plan, as amended and restated*
|
|
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|
|
Pentair, Inc. Non-Qualified Deferred Compensation Plan, as amended and restated.*
|
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|
|
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)).*
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|
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|
|
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)).*
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|
|
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)).*
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|
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)).*
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|
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)).*
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|
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|
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)).*
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|
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|
|
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)).*
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|
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|
|
Form of Executive Officer Key Talent Award Agreement (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended March 31, 2018 (File No. 001-11625)).*
|
|
|
|
|
|
Form of Executive Officer Stock Option Grant Agreement for grants made on or after January 1, 2017 and prior to February 26, 2018 (Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2016 (File No. 001-11625)).*
|
|
|
|
|
|
Form of Executive Officer Restricted Stock Unit Grant Agreement for grants made on or after January 2, 2017 and prior to February 26, 2018 (Incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2016 (File No. 001-11625)).*
|
|
|
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|
|
Form of Executive Officer Performance Unit Grant Agreement for grants made on or after January 1, 2017 and prior to February 26, 2018 (Incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2016 (File No. 001-11625)).*
|
|
|
|
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement for grants made on or after February 26, 2018 (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended March 31, 2018 (File No. 001-11625)).*
|
|
|
|
|
|
Form of Executive Officer Stock Option Award Agreement for grants made on or after February 26, 2018 (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended March 31, 2018 (File No. 001-11625)).*
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|
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|
|
Form of Executive Officer Performance Stock Unit Award Agreement for grants made on or after February 26, 2018 and prior to January 1, 2019 (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended March 31, 2018 (File No. 001-11625)).*
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|
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|
|
|
Form of Executive Officer Performance Stock Unit Award Agreement for grants made on or after January 1, 2019.*
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|
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|
|
Retirement Agreement, dated as of March 14, 2018, between Pentair plc and Randall J. Hogan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on March 15, 2018 (File No. 001-11625)).*
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|
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|
List of Pentair plc subsidiaries.
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|
|
Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP.
|
|
|
|
|
|
Power of attorney.
|
|
|
|
|
|
Certification of Chief Executive Officer.
|
|
|
|
|
|
Certification of Chief Financial Officer.
|
|
|
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|
|
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.
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|
|
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, 2018 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2018, 2017 and 2016, (ii) the Consolidated Balance Sheets as of December 31, 2018 and 2017, (iii) the Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016, (iv) the Consolidated Statements of Changes in Equity for the years ended December 31, 2018, 2017 and 2016 and (v) the Notes to the Consolidated Financial Statements.
|
*
|
Denotes a management contract or compensatory plan or arrangement.
|
|
PENTAIR PLC
|
|
|
|
|
|
By
|
/s/ Mark C. Borin
|
|
|
Mark C. Borin
|
|
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
/s/ John L. Stauch
|
|
President and Chief Executive Officer, Director
|
John L. Stauch
|
|
|
|
|
|
/s/ Mark C. Borin
|
|
Executive Vice President and Chief Financial Officer
|
Mark C. Borin
|
|
|
|
|
|
/s/ Ademir Sarcevic
|
|
Senior Vice President and Chief Accounting Officer
|
Ademir Sarcevic
|
|
|
|
|
|
*
|
|
Director
|
Glynis A. Bryan
|
|
|
|
|
|
*
|
|
Director
|
Jacques Esculier
|
|
|
|
|
|
*
|
|
Director
|
T. Michael Glenn
|
|
|
|
|
|
*
|
|
Director
|
Theodore L. Harris
|
|
|
|
|
|
*
|
|
Director
|
David A. Jones
|
|
|
|
|
|
*
|
|
Director
|
Michael T. Speetzen
|
|
|
|
|
|
*
|
|
Director
|
Billie I. Williamson
|
|
|
*By
|
/s/ Karla C. Robertson
|
|
|
|
Karla C. Robertson
|
|
|
|
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, 2018
|
$
|
10.0
|
|
$
|
1.1
|
|
$
|
0.9
|
|
$
|
2.4
|
|
$
|
12.6
|
|
Year ended December 31, 2017
|
$
|
9.0
|
|
$
|
2.3
|
|
$
|
2.2
|
|
$
|
0.9
|
|
$
|
10.0
|
|
Year ended December 31, 2016
|
$
|
13.7
|
|
$
|
(1.2
|
)
|
$
|
3.9
|
|
$
|
0.4
|
|
$
|
9.0
|
|
(1)
|
Uncollectible accounts written off, net of recoveries
|
(2)
|
Result of foreign currency effects
|
Article I HISTORY, PURPOSE AND EFFECTIVE DATE OF PLAN
|
1
|
|
|
|
|
Article II DEFINITIONS AND CONSTRUCTION
|
3
|
|
Section 2.1.
|
Definitions.
|
3
|
Section 2.2.
|
Eligibility to Participate.
|
9
|
Section 2.3.
|
Purpose.
|
9
|
Section 2.4.
|
Construction.
|
10
|
|
|
|
Article III PARTICIPANT DEFERRALS
|
11
|
|
Section 3.1.
|
Election to Participate.
|
11
|
Section 3.2.
|
Amount of Participant’s Deferrals.
|
12
|
Section 3.3.
|
Payment of Deposits to Trustee.
|
13
|
|
|
|
Article IV EMPLOYER CONTRIBUTIONS
|
14
|
|
Section 4.1.
|
Employer Discretionary Contribution.
|
14
|
Section 4.2.
|
Employer Matching Contribution.
|
14
|
Section 4.3.
|
Limit on Compensation for Purposes of Employer Contributions.
|
15
|
Section 4.4.
|
Payment of Deposits to Trustee.
|
15
|
|
|
|
Article V TRUSTEE AND TRUST AGREEMENT
|
16
|
|
Section 5.1.
|
Appointment.
|
16
|
Section 5.2.
|
Fees and Expenses.
|
16
|
Section 5.3.
|
Use of Trust.
|
16
|
Section 5.4.
|
Responsibility and Authority for Fund Management.
|
16
|
Section 5.5.
|
Trust Assets.
|
17
|
|
|
|
Article VI INVESTMENT; PARTICIPANT’S ACCOUNTS
|
18
|
|
Section 6.1.
|
Allocation and Reallocation of Before-Tax Deposits and Employer Contributions.
|
18
|
Section 6.2.
|
Allocation of Deferred Equity Awards.
|
18
|
Section 6.3.
|
Investment of Deposits and Employer Contributions.
|
19
|
Section 6.4.
|
Participant’s Accounts.
|
20
|
Section 6.5.
|
Beneficiaries.
|
20
|
|
|
|
Article VII PAYMENT OF ACCOUNTS
|
21
|
|
Section 7.1.
|
Time and Form of Payments.
|
21
|
Section 7.2.
|
Distribution Due to Death.
|
22
|
Section 7.3.
|
Payment of Employer Contributions.
|
22
|
Section 7.4.
|
Later Payment Deferral Elections.
|
23
|
Section 7.5.
|
Miscellaneous.
|
23
|
|
|
|
Article VIII EMERGENCY WITHDRAWALS
|
24
|
|
Section 8.1.
|
Restricted Withdrawals.
|
24
|
|
|
|
|
|
|
Article IX PLAN ADMINISTRATION
|
25
|
|
Section 9.1.
|
Committee.
|
25
|
Section 9.2.
|
Organization and Procedure.
|
26
|
Section 9.3.
|
Delegation of Authority and Responsibility.
|
26
|
Section 9.4.
|
Use of Professional Services.
|
26
|
Section 9.5.
|
Fees and Expenses.
|
26
|
Section 9.6.
|
Communications
|
26
|
Section 9.7.
|
Claims.
|
27
|
|
|
|
Article X PLAN AMENDMENTS, PLAN TERMINATION, AND MISCELLANEOUS
|
28
|
|
Section 10.1.
|
Amendments and Termination.
|
28
|
Section 10.2.
|
Non-Guarantee of Employment.
|
29
|
Section 10.3.
|
Rights to Trust Asset.
|
29
|
Section 10.4.
|
Suspension of Rules.
|
29
|
Section 10.5.
|
Requirement of Proof.
|
30
|
Section 10.6.
|
Indemnification.
|
30
|
Section 10.7.
|
Non-Alienation and Taxes.
|
30
|
Section 10.8.
|
Not Compensation Under Other Benefit Plans.
|
31
|
Section 10.9.
|
Savings Clause.
|
31
|
Section 10.10.
|
Facility of Payment.
|
32
|
Section 10.11.
|
Requirement of Releases.
|
32
|
Section 10.12.
|
Board Action.
|
32
|
Section 10.13.
|
Computational Errors.
|
32
|
Section 10.14.
|
Unclaimed Benefits.
|
32
|
Section 10.15.
|
Communications.
|
32
|
|
|
|
Article XI TRANSITIONAL RULES
|
33
|
|
Section 11.1.
|
Introduction.
|
33
|
Section 11.2.
|
Amounts Deferred Under Prior Plan.
|
33
|
(i)
|
any one of the following occurring prior to or upon the consummation of the Merger:
|
(A)
|
When a person, or more than one person acting as a group, acquires more than fifty percent (50%) of the total fair market value or total voting power of the Company’s stock;
|
(B)
|
When a person, or more than one person acting as a group, acquires within a twelve (12) month consecutive period, ending with the date of the most recent stock acquisition, stock of the Company possessing at least thirty percent (30%) of the total voting power of the Company’s stock;
|
(C)
|
When a majority of the members of the Company’s board of directors is replaced within a twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of such board as constituted before such appointment or election; or
|
(D)
|
When a person, or more than one person acting as a group, acquires within a twelve (12) month consecutive period assets from the Company or an entity controlled by the Company that have a total gross fair market value equal to seventy-five percent (75%) of the total fair market value of the assets of the Company and all such entities.
|
(ii)
|
any one of the following occurring after the consummation of the Merger:
|
(A)
|
When a person, or more than one person acting as a group, acquires more than fifty percent (50%) of the total fair market value or total voting power of (1) prior to the Re-domicile Date, Pentair Ltd.’s common shares or (2) on or after the Re-domicile Date, Pentair plc’s ordinary shares;
|
(B)
|
When a person, or more than one person acting as a group, acquires within a twelve (12) month consecutive period, ending with the date of the most recent stock acquisition (1) prior to the Re-domicile Date, common shares of Pentair Ltd. or (2) on or after the Re-domicile Date, ordinary shares of Pentair plc, in either case possessing at least thirty percent (30%) of the total voting power of such common shares or ordinary shares, as applicable; provided that no such twelve (12) month period may include any period prior to the consummation of the Merger;
|
(C)
|
When a majority of the members of the board of directors of (1) prior to the Re-domicile Date, Pentair Ltd. or (2) on or after the Re-domicile Date, Pentair plc is replaced within a twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of such board as constituted before such appointment or election; provided that no such twelve (12) month period may include any period prior to the consummation of the Merger; or
|
(D)
|
When a person, or more than one person acting as a group, acquires within a twelve (12) month consecutive period assets from (1) prior to the Re-domicile Date, Pentair Ltd. or an entity controlled by Pentair Ltd. or (2) on or after the Re-domicile Date, Pentair plc or an entity controlled by Pentair plc that, in either case, have a total gross fair market value equal to seventy-five percent (75%) of the total fair market value of the assets of Pentair Ltd. or Pentair plc and all such entities, as applicable; provided that no such twelve (12) month period may include any period prior to the consummation of the Merger.
|
(i)
|
If the Bonus Compensation or Equity Award qualifies as Performance-Based Compensation, the election may be made no later than six (6) months before the end of the performance period; or
|
(ii)
|
If the Bonus Compensation or Equity Award is subject to a substantial risk of forfeiture that will not lapse until at least thirteen (13) months after the date of award or grant (or earlier upon death, Disability or a CIC), the election may be made no later than the first thirty (30) days after the date of award or grant; provided that if the Bonus Compensation actually vests within the first thirteen (13) months by reason of the Employee’s death, Disability, or a CIC, then the deferral election shall be cancelled; or
|
(iii)
|
If the Bonus Compensation or Equity Award is subject to a substantial risk of forfeiture that will not lapse until at least one year after the date of grant, the election may be made at least one year prior to the date such award will vest, provided that the amount is deferred for a minimum of five (5) years from the date the Bonus Compensation or Equity Award vests.
|
(i)
|
eligible to elect Before-tax Deposits for that year;
|
(ii)
|
who are eligible to receive an employer discretionary contribution under the RSIP for that year;
|
(iii)
|
whose covered compensation under the RSIP for that Plan Year is:
|
(1)
|
actually limited by the applicable dollar amount provided for under Code section 401(a)(17), or
|
(2)
|
reduced by reason of Before-tax Deposits; and
|
(iv)
|
who are employed by an Employer as of the end of that Plan Year; provided, however, that such year-end employment shall not be required for the year in which employment ends due to death, Disability, or Retirement.
|
(i)
|
who are eligible to receive an employer matching contribution under the RSIP for such year;
|
(1)
|
actually limited by the applicable dollar amount provided for under Code section 401(a)(17), or
|
(i)
|
who are employed by an Employer as of the end of that Plan Year; provided, however, that such employment shall not be requested for the year in which such employment ends due to death, Disability, or Retirement.
|
(i)
|
the covered compensation limit thereunder was the applicable dollar limit for that year under Section 4.3,
|
(ii)
|
the provisions of Code sections 401(k) and (m), 402(g), 414(v), and 415(c) (and any similar or analogous Code limits on the amount or rate of contributions under the RSIP) did not apply,
|
(iii)
|
all Before-tax Deposits for such year had been made for that year under the RSIP,
|
(iv)
|
covered compensation thereunder included Before-tax Deposits made with respect to that year, and
|
(i)
|
to establish Investment Funds for purposes of crediting investment earnings and losses to Accounts, including the authority to add to or change the number and nature of the Investment Funds from time to time;
|
(ii)
|
to direct the investment and reinvestment of all or any portion of the assets, if any, held by the Trustee under the Trust; and
|
(i)
|
to prescribe, require and use appropriate forms;
|
(ii)
|
to formulate, issue and apply rules and regulations;
|
(iii)
|
to prepare and file reports, notices and any other documents relating to the Plan which may be required by law;
|
Dated:
|
|
|
Items Included
|
Items Excluded
|
Base salary before deferrals for:
401(k) plan before-tax employee contributions;
Section 125 plan (flexible benefit, cafeteria plan) pre-tax employee contributions; and
Section 132(f)(4) plan (transportation benefit plan) pre-tax employee contributions
|
All other items of compensation
|
•
|
Performance Awards under the Pentair plc 2012 Stock and Incentive Plan that are not Equity Awards
|
•
|
Management Incentive Plan (“MIP”)
|
•
|
Local GBU-specific annual bonus plans (Flow participants only), but excluding any Tracer Industries Management, LLC bonus plan
|
Name of Company
|
|
Jurisdiction of Incorporation
|
Aplex Industries, Inc.
|
|
United States
|
Century Mfg. Co.
|
|
United States
|
Chansuba Pumps Private Limited
(1)
|
|
India
|
Edward Barber & Company Limited
|
|
United Kingdom
|
Edward Barber (U.K.) Limited
|
|
United Kingdom
|
Epps, Ltd.
|
|
Mauritius
|
ETE Coliban Pty Limited
|
|
Australia
|
Everpure Japan Kabushiki Kaisha
|
|
Japan
|
FARADYNE Motors (Suzhou) Co., Ltd
(2)
|
|
China
|
Faradyne Motors LLC
(2)
|
|
United States
|
FilterSoft, LLC
|
|
United States
|
Fleck Controls, Inc.
|
|
United States
|
Goyen Controls Co. Pty. Limited
|
|
Australia
|
Goyen Valve LLC
|
|
United States
|
Great American Aquaculture, LLC
|
|
United States
|
Greenspan Environmental Technology Pty Ltd
|
|
Australia
|
Haffmans B.V.
|
|
Netherlands
|
Haffmans North America, Inc.
|
|
United States
|
Hawley Group Canada Limited
|
|
Canada
|
Holding Nijhuis Pompen B.V.
|
|
Netherlands
|
Hypro EU Limited
|
|
United Kingdom
|
Infinite Water Solutions Private Limited
(2)
|
|
India
|
Jung Pumpen GmbH
|
|
Germany
|
Lincoln Automotive Company
|
|
United States
|
McNeil (Ohio) Corporation
|
|
United States
|
MECAIR S.r.L.
|
|
Italy
|
Milperra Developments Pty Limited
|
|
Australia
|
Moraine Properties, LLC
|
|
United States
|
Nano Terra, Inc.
(3)
|
|
United States
|
Nijhuis International B.V.
|
|
Netherlands
|
Nijhuis Pompen B.V.
|
|
Netherlands
|
Nijhuis Pompen BVBA
|
|
Belgium
|
Nijhuis Pompen Exploitatiemaatschappij B.V.
|
|
Netherlands
|
Panthro Acquisition Co.
|
|
United States
|
Pentair (NZ) Limited
|
|
New Zealand
|
Pentair Aquatic Eco-Systems (Canada), Inc.
|
|
Canada
|
Pentair Aquatic Eco-Systems, Inc.
|
|
United States
|
Pentair Australia Holdings Pty Limited
|
|
Australia
|
Pentair Beteiligungs GmbH
|
|
Germany
|
Pentair Canada, Inc.
|
|
Canada
|
Pentair Chile SpA
|
|
Chile
|
Pentair Clean Process Technologies India Private Limited
|
|
India
|
Pentair Denmark Holding ApS
|
|
Denmark
|
Pentair Environmental Systems Limited
|
|
United Kingdom
|
Pentair Epsilon Limited
|
|
Bermuda
|
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.r.l.
|
|
Luxembourg
|
Pentair Flow Control International Pty Limited
|
|
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 Pacific Pty Ltd
|
|
Australia
|
Pentair Flow Technologies, LLC
|
|
United States
|
Pentair France SARL
|
|
France
|
Pentair Germany GmbH
|
|
Germany
|
Pentair Global Holdings B.V.
|
|
Netherlands
|
Pentair Global S.a.r.l.
|
|
Luxembourg
|
Pentair Group (Thailand) Limited
(4)
|
|
Thailand
|
Pentair Holdings S.a.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 Holding S.a.r.l.
|
|
Luxembourg
|
Pentair International Sarl
|
|
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 Luxembourg S.a.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 Middle East FZE
|
|
United Arab Emirates
|
Pentair Nanosoft US Holdings, LLC
|
|
United States
|
Pentair Netherlands Finance B.V.
|
|
Netherlands
|
Pentair Netherlands Holding B.V.
|
|
Netherlands
|
Pentair Pacific Rim (Water) Limited
|
|
Hong Kong
|
Pentair Pacific Rim, Limited
|
|
Hong Kong
|
Pentair Philippines, Inc.
(4)
|
|
Philippines
|
Pentair Residential Filtration, LLC
|
|
United States
|
Pentair Services France S.A.S.
|
|
France
|
Pentair Shenzhen Enclosure Company, Ltd.
|
|
China
|
Pentair Sudmo GmbH
|
|
Germany
|
Pentair Tamimi LLC
(5)
|
|
Saudi Arabia
|
Pentair Technical Services L.L.C.
(6)
|
|
United Arab Emirates
|
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 del Uruguay S.A.
|
|
Uruguay
|
Pentair Water (Suzhou) Company, 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 do Brasil Ltda.
|
|
Brazil
|
Pentair Water France SAS
|
|
France
|
Pentair Water Group, Inc.
|
|
United States
|
Pentair Water Holdings, LLC
|
|
United States
|
Pentair Water India Private Limited
|
|
India
|
Pentair Water Italy S.r.l.
|
|
Italy
|
Pentair Water Latinamerica S.A.
|
|
Argentina
|
Pentair Water Operations Australia Pty Ltd
|
|
Australia
|
Pentair Water Polska Sp.zoo
|
|
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 Spain, S.L.
|
|
Spain
|
Pentair Water Treatment (OH) Company
|
|
United States
|
Pentair Water Treatment Company
|
|
United States
|
Pentair Water Treatment Private Limited
(7)
|
|
India
|
Pentair Water, LLC
|
|
United States
|
Pentair Water-Mexico, S. de R.L. de C.V.
|
|
Mexico
|
Pentair, Inc.
|
|
United States
|
Penwald Insurance Company
|
|
United States
|
Peocon ehf.
|
|
Iceland
|
PES Pty Ltd
|
|
Australia
|
PFAM, Inc.
|
|
United States
|
Plymouth Products, Inc.
|
|
United States
|
PTG Accessories Corp.
|
|
United States
|
Seneca Enterprises Co.
|
|
United States
|
Sta-Rite de Mexico, S.A. de C.V.
|
|
Mexico
|
Sta-Rite de Puerto Rico, Inc.
|
|
Puerto Rico
|
Sta-Rite Industries, LLC
|
|
United States
|
Sudmo (UK) Ltd.
|
|
United Kingdom
|
Surface Logix LLC
(8)
|
|
United States
|
Tupelo Real Estate, LLC
|
|
United States
|
Union Engineering (NingBo) Co., Ltd.
|
|
China
|
Union Engineering A/S
|
|
Denmark
|
Union Engineering Holding II A/S
|
|
Denmark
|
Union Engineering Holding LLC
|
|
United States
|
Union Engineering Latam Ltda
(9)
|
|
Brazil
|
Union Engineering North America LLC
|
|
United States
|
Urban Organics Pentair Group, LLC
|
|
United States
|
Urban Organics Schmidt Real Estate Group, LLC
|
|
United States
|
Urban Organics St. Paul, LLC
|
|
United States
|
Vaki A/S
|
|
Norway
|
Vaki Aquaculture Systems ehf.
|
|
Iceland
|
Vaki Chile Ltda
|
|
Chile
|
Vaki Scotland Ltd
|
|
United Kingdom
|
Voltea Ltd.
(10)
|
|
United Kingdom
|
Webster Electric Company, LLC
|
|
United States
|
Wicor Industries (Australia) Pty. Ltd.
|
|
Australia
|
X-Flow B.V.
|
|
Netherlands
|
(1)
|
47% owned
|
(2)
|
50% owned
|
(3)
|
4.81% owned
|
(4)
|
99.99% owned
|
(5)
|
70% owned
|
(6)
|
49% owned
|
(7)
|
74% owned
|
(8)
|
0.03% owned
|
(9)
|
99% owned
|
(10)
|
1.69% owned
|
Signature
|
|
Title
|
|
|
|
/s/ Glynis A. Bryan
|
|
Director
|
Glynis A. Bryan
|
|
|
|
|
|
/s/ Jacques Esculier
|
|
Director
|
Jacques Esculier
|
|
|
|
|
|
/s/ T. Michael Glenn
|
|
Director
|
T. Michael Glenn
|
|
|
|
|
|
/s/ Theodore L. Harris
|
|
Director
|
Theodore L. Harris
|
|
|
|
|
|
/s/ David A. Jones
|
|
Director
|
David A. Jones
|
|
|
|
|
|
/s/ Michael T. Speetzen
|
|
Director
|
Michael T. Speetzen
|
|
|
|
|
|
/s/ Billie I. Williamson
|
|
Director
|
Billie I. Williamson
|
|
|
1.
|
I have reviewed this 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 19, 2019
|
/s/ John L. Stauch
|
|
|
John L. Stauch
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this 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 19, 2019
|
/s/ Mark C. Borin
|
|
|
Mark C. Borin
|
|
|
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 19, 2019
|
/s/ John L. Stauch
|
|
|
John L. Stauch
|
|
|
President 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 19, 2019
|
/s/ Mark C. Borin
|
|
|
Mark C. Borin
|
|
|
Executive Vice President and Chief Financial Officer
|