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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended June 30, 2018
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ireland
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98-1391970
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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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The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW, United Kingdom
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(Address of principal executive offices)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting
company o |
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Emerging growth
company o |
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(Do not check if a smaller reporting company)
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Page
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PART I FINANCIAL INFORMATION
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II OTHER INFORMATION
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 6.
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Three months ended
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Six months ended
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||||||||||
In millions, except per-share data
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June 30,
2018 |
June 30,
2017 |
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June 30,
2018 |
June 30,
2017 |
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Net sales
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$
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542.7
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$
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513.2
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$
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1,081.6
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$
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1,015.4
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Cost of goods sold
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323.3
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303.5
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653.3
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607.0
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Gross profit
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219.4
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209.7
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428.3
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408.4
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Selling, general and administrative
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143.1
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109.3
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275.0
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229.4
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Research and development
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11.0
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10.9
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22.4
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21.9
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Operating income
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65.3
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89.5
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130.9
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157.1
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Net interest expense
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9.3
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0.1
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9.9
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0.2
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Other expense
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5.1
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1.4
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6.3
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2.8
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Income before income taxes
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50.9
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88.0
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114.7
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154.1
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Provision for income taxes
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7.6
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17.3
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19.1
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28.1
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Net income
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$
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43.3
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$
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70.7
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$
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95.6
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$
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126.0
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Comprehensive income, net of tax
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Net income
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$
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43.3
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$
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70.7
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$
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95.6
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$
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126.0
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Changes in cumulative translation adjustment
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(39.8
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)
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19.3
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(37.5
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)
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27.9
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Changes in market value of derivative financial instruments, net of tax
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(1.0
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)
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(0.2
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(1.7
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0.5
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Comprehensive income
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$
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2.5
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$
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89.8
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$
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56.4
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$
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154.4
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Earnings per ordinary share
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Basic
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$
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0.24
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$
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0.39
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$
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0.53
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$
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0.70
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Diluted
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$
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0.24
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$
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0.39
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$
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0.53
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$
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0.70
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Weighted average ordinary shares outstanding
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Basic
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178.5
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179.0
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178.7
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179.0
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Diluted
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180.8
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181.2
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181.0
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181.2
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June 30,
2018 |
December 31,
2017 |
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In millions, except per-share data
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Assets
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Current assets
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Cash and cash equivalents
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$
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91.5
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$
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26.9
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Accounts and notes receivable, net of allowances of $6.1 and $8.4, respectively
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365.0
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349.3
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Inventories
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226.7
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224.1
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Other current assets
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136.5
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132.3
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Total current assets
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819.7
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732.6
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Property, plant and equipment, net
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261.1
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265.8
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Other assets
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Goodwill
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2,235.7
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2,238.2
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Intangibles, net
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1,204.2
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1,236.6
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Other non-current assets
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56.1
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251.8
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Total other assets
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3,496.0
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3,726.6
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Total assets
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$
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4,576.8
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$
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4,725.0
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Liabilities and Equity
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Current liabilities
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Current maturities of long-term debt and short-term borrowings
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$
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10.3
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$
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—
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Accounts payable
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152.7
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174.1
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Employee compensation and benefits
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63.8
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75.5
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Other current liabilities
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160.6
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141.3
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Total current liabilities
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387.4
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390.9
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Other liabilities
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Long-term debt
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983.7
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—
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Pension and other post-retirement compensation and benefits
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175.6
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176.7
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Deferred tax liabilities
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255.2
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279.4
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Other non-current liabilities
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78.5
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86.7
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Total liabilities
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1,880.4
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933.7
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Equity
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Net Parent investment
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—
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3,848.4
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Ordinary shares $0.01 par value, 400.0 authorized, 179.0 issued at June 30, 2018
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1.8
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—
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Additional paid-in capital
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2,748.8
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—
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Retained earnings
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42.1
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—
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Accumulated other comprehensive loss
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(96.3
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(57.1
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Total equity
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2,696.4
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3,791.3
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Total liabilities and equity
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$
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4,576.8
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$
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4,725.0
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Six months ended
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In millions
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June 30,
2018 |
June 30,
2017 |
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Operating activities
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Net income
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$
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95.6
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$
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126.0
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Adjustments to reconcile net income to net cash provided by (used for) operating activities
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Depreciation
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18.3
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17.9
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Amortization
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30.6
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30.6
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Deferred income taxes
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(18.3
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)
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(8.7
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Share-based compensation
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5.4
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8.8
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Changes in assets and liabilities, net of effects of business acquisitions
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Accounts and notes receivable
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(22.3
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)
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(20.5
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Inventories
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(8.7
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)
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(17.8
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)
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Other current assets
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(6.0
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)
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(34.7
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)
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Accounts payable
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(18.4
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)
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(6.5
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)
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Employee compensation and benefits
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(5.7
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)
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(5.1
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)
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Other current liabilities
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24.1
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14.3
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Other non-current assets and liabilities
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(13.0
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20.8
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Net cash provided by (used for) operating activities
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81.6
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125.1
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Investing activities
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Capital expenditures
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(9.7
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)
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(18.9
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Proceeds from sale of property and equipment
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2.3
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3.9
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Acquisitions, net of cash acquired
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(2.0
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)
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(13.5
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)
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Net cash provided by (used for) investing activities
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(9.4
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)
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(28.5
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Financing activities
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Proceeds from long-term debt
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1,000.0
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—
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Debt issuance costs
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(9.9
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)
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—
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Cash provided at separation to Parent
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(993.6
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)
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—
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Net transfers to Parent prior to separation
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—
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(74.9
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)
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Shares issued to employees, net of shares withheld
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5.0
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—
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Net cash provided by (used for) financing activities
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1.5
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(74.9
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)
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Effect of exchange rate changes on cash and cash equivalents
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(9.1
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)
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(7.2
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Change in cash and cash equivalents
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64.6
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14.5
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Cash and cash equivalents, beginning of period
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26.9
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21.5
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Cash and cash equivalents, end of period
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$
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91.5
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$
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36.0
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In millions
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Ordinary shares
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Additional paid-in capital
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Retained Earnings
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Net Parent investment
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Accumulated
other
comprehensive loss
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Total
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Number
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Amount
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|||||||||||||||||||
Balance - December 31, 2017
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—
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$
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—
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$
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—
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$
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—
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$
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3,848.4
|
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$
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(57.1
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)
|
$
|
3,791.3
|
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Net income
|
—
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|
—
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—
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42.1
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53.5
|
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—
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95.6
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|
||||||
Cumulative effect of accounting changes
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—
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—
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—
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—
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(172.7
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)
|
—
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|
(172.7
|
)
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||||||
Other comprehensive income, net of tax
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—
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|
—
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|
—
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—
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—
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(39.2
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)
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(39.2
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)
|
||||||
Net transfers from Parent
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—
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|
—
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—
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|
—
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5.7
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—
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5.7
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||||||
Cash provided at separation to Parent Company
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—
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|
—
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|
—
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—
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(993.6
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)
|
—
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(993.6
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)
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Reclassification of Net Parent investment to additional paid-in capital
|
—
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|
—
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2,741.3
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—
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(2,741.3
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)
|
—
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—
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Issuance of common stock upon separation
|
178.4
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1.8
|
|
—
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|
—
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|
—
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—
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1.8
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|
||||||
Exercise of options, net of shares tendered for payment
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0.6
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—
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5.5
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—
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—
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—
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5.5
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Shares surrendered by employees to pay taxes
|
—
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|
—
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(0.5
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)
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—
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—
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—
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(0.5
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)
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||||||
Share-based compensation
|
—
|
|
—
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|
2.5
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—
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—
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—
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2.5
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||||||
Balance - June 30, 2018
|
179.0
|
|
$
|
1.8
|
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$
|
2,748.8
|
|
$
|
42.1
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$
|
—
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$
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(96.3
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)
|
$
|
2,696.4
|
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In millions
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Ordinary shares
|
Additional paid-in capital
|
Retained Earnings
|
Net Parent investment
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Accumulated
other
comprehensive loss
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Total
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||||||||||||||
Number
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Amount
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|||||||||||||||||||
Balance - December 31, 2016
|
—
|
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$
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—
|
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$
|
—
|
|
$
|
—
|
|
$
|
3,546.3
|
|
$
|
(60.6
|
)
|
$
|
3,485.7
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
126.0
|
|
—
|
|
126.0
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
28.4
|
|
28.4
|
|
||||||
Net transfers from Parent
|
—
|
|
—
|
|
—
|
|
—
|
|
178.1
|
|
—
|
|
178.1
|
|
||||||
Balance - June 30, 2017
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,850.4
|
|
$
|
(32.2
|
)
|
$
|
3,818.2
|
|
|
Three months ended
June 30, 2017 |
|
Six months ended
June 30, 2017
|
||||||||||||||||
In millions
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Prior to Adoption
|
As Revised
|
Effect of Change
|
|
Prior to Adoption
|
As Revised
|
Effect of Change
|
||||||||||||
Selling, general and administrative
|
$
|
110.7
|
|
$
|
109.3
|
|
$
|
(1.4
|
)
|
|
$
|
232.2
|
|
$
|
229.4
|
|
$
|
(2.8
|
)
|
Operating income
|
88.1
|
|
89.5
|
|
1.4
|
|
|
154.3
|
|
157.1
|
|
2.8
|
|
||||||
Other expense
|
—
|
|
1.4
|
|
1.4
|
|
|
—
|
|
2.8
|
|
2.8
|
|
In millions
|
June 30, 2018
|
December 31, 2017
|
$ Change
|
% Change
|
|||||||
Contract assets
|
$
|
73.7
|
|
$
|
69.9
|
|
$
|
3.8
|
|
5.4
|
%
|
Contract liabilities
|
15.2
|
|
14.3
|
|
0.9
|
|
6.3
|
%
|
|||
Net contract assets (liabilities)
|
$
|
58.5
|
|
$
|
55.6
|
|
$
|
2.9
|
|
5.2
|
%
|
|
Three months ended June 30, 2018
|
|||||||||||
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
Industrial
|
$
|
156.8
|
|
$
|
57.5
|
|
$
|
29.7
|
|
$
|
244.0
|
|
Commercial & Residential
|
21.7
|
|
43.8
|
|
83.9
|
|
149.4
|
|
||||
Energy
|
27.7
|
|
36.1
|
|
13.9
|
|
77.7
|
|
||||
Infrastructure
|
49.4
|
|
1.6
|
|
20.6
|
|
71.6
|
|
||||
Total
|
$
|
255.6
|
|
$
|
139.0
|
|
$
|
148.1
|
|
$
|
542.7
|
|
|
Six months ended June 30, 2018
|
|||||||||||
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
Industrial
|
$
|
314.1
|
|
$
|
118.2
|
|
$
|
55.2
|
|
$
|
487.5
|
|
Commercial & Residential
|
42.2
|
|
89.9
|
|
163.4
|
|
295.5
|
|
||||
Energy
|
55.3
|
|
76.1
|
|
26.1
|
|
157.5
|
|
||||
Infrastructure
|
98.1
|
|
2.7
|
|
40.3
|
|
141.1
|
|
||||
Total
|
$
|
509.7
|
|
$
|
286.9
|
|
$
|
285.0
|
|
$
|
1,081.6
|
|
|
Three months ended June 30, 2017
|
|||||||||||
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
Industrial
|
$
|
144.2
|
|
$
|
59.2
|
|
$
|
25.4
|
|
$
|
228.8
|
|
Commercial & Residential
|
21.6
|
|
36.8
|
|
80.6
|
|
139.0
|
|
||||
Energy
|
23.8
|
|
43.0
|
|
13.4
|
|
80.2
|
|
||||
Infrastructure
|
44.5
|
|
0.9
|
|
19.8
|
|
65.2
|
|
||||
Total
|
$
|
234.1
|
|
$
|
139.9
|
|
$
|
139.2
|
|
$
|
513.2
|
|
|
Six months ended June 30, 2017
|
|||||||||||
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
Industrial
|
$
|
284.4
|
|
$
|
116.4
|
|
$
|
48.5
|
|
$
|
449.3
|
|
Commercial & Residential
|
43.7
|
|
74.7
|
|
155.1
|
|
273.5
|
|
||||
Energy
|
47.7
|
|
92.8
|
|
27.8
|
|
168.3
|
|
||||
Infrastructure
|
84.8
|
|
1.4
|
|
38.1
|
|
124.3
|
|
||||
Total
|
$
|
460.6
|
|
$
|
285.3
|
|
$
|
269.5
|
|
$
|
1,015.4
|
|
3.
|
Restructuring
|
|
Three months ended
|
|
Six months ended
|
||||||||||
In millions
|
June 30,
2018 |
June 30,
2017 |
|
June 30,
2018 |
June 30,
2017 |
||||||||
Severance and related costs
|
$
|
2.3
|
|
$
|
3.7
|
|
|
$
|
5.1
|
|
$
|
12.8
|
|
Other
|
—
|
|
—
|
|
|
—
|
|
0.2
|
|
||||
Total restructuring costs
|
$
|
2.3
|
|
$
|
3.7
|
|
|
$
|
5.1
|
|
$
|
13.0
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||
In millions
|
June 30,
2018 |
June 30,
2017 |
|
June 30,
2018 |
June 30,
2017 |
||||||||
Enclosures
|
$
|
0.9
|
|
$
|
2.0
|
|
|
$
|
1.2
|
|
$
|
5.1
|
|
Thermal Management
|
0.6
|
|
1.2
|
|
|
2.7
|
|
6.8
|
|
||||
Electrical & Fastening Solutions
|
0.6
|
|
0.5
|
|
|
1.0
|
|
1.1
|
|
||||
Other
|
0.2
|
|
—
|
|
|
0.2
|
|
—
|
|
||||
Total
|
$
|
2.3
|
|
$
|
3.7
|
|
|
$
|
5.1
|
|
$
|
13.0
|
|
In millions
|
June 30,
2018 |
||
Beginning balance
|
$
|
5.1
|
|
Costs incurred
|
5.1
|
|
|
Cash payments and other
|
(5.8
|
)
|
|
Ending balance
|
$
|
4.4
|
|
4.
|
Earnings Per Share
|
|
Three months ended
|
|
Six months ended
|
||||||||||
In millions, except per-share data
|
June 30,
2018 |
June 30,
2017 |
|
June 30,
2018 |
June 30,
2017 |
||||||||
Net income
|
$
|
43.3
|
|
$
|
70.7
|
|
|
$
|
95.6
|
|
$
|
126.0
|
|
Weighted average ordinary shares outstanding
|
|
|
|
|
|
||||||||
Basic
|
178.5
|
|
179.0
|
|
|
178.7
|
|
179.0
|
|
||||
Dilutive impact of stock options, restricted stock units and performance share units
|
2.3
|
|
2.2
|
|
|
2.3
|
|
2.2
|
|
||||
Diluted
|
180.8
|
|
181.2
|
|
|
181.0
|
|
181.2
|
|
||||
Earnings per ordinary share
|
|
|
|
|
|
||||||||
Basic earnings per ordinary share
|
$
|
0.24
|
|
$
|
0.39
|
|
|
$
|
0.53
|
|
$
|
0.70
|
|
Diluted earnings per ordinary share
|
$
|
0.24
|
|
$
|
0.39
|
|
|
$
|
0.53
|
|
$
|
0.70
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
0.9
|
|
0.4
|
|
|
0.7
|
|
0.4
|
|
5.
|
Goodwill and Other Identifiable Intangible Assets
|
In millions
|
December 31,
2017 |
Acquisitions/
divestitures |
Foreign currency
translation/other
|
June 30,
2018 |
||||||||
Enclosures
|
$
|
274.8
|
|
$
|
—
|
|
$
|
(2.1
|
)
|
$
|
272.7
|
|
Thermal Management
|
927.1
|
|
—
|
|
(2.2
|
)
|
924.9
|
|
||||
Electrical & Fastening Solutions
|
1,036.3
|
|
1.8
|
|
—
|
|
1,038.1
|
|
||||
Total goodwill
|
$
|
2,238.2
|
|
$
|
1.8
|
|
$
|
(4.3
|
)
|
$
|
2,235.7
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||||||||||||||
In millions
|
Cost
|
Accumulated
amortization
|
Net
|
|
Cost
|
Accumulated
amortization
|
Net
|
||||||||||||
Definite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
1,150.6
|
|
$
|
(237.0
|
)
|
$
|
913.6
|
|
|
$
|
1,153.0
|
|
$
|
(207.5
|
)
|
$
|
945.5
|
|
Proprietary technology and patents
|
14.8
|
|
(5.5
|
)
|
9.3
|
|
|
14.6
|
|
(4.8
|
)
|
9.8
|
|
||||||
Total definite-life intangibles
|
1,165.4
|
|
(242.5
|
)
|
922.9
|
|
|
1,167.6
|
|
(212.3
|
)
|
955.3
|
|
||||||
Indefinite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
281.3
|
|
—
|
|
281.3
|
|
|
281.3
|
|
—
|
|
281.3
|
|
||||||
Total intangibles
|
$
|
1,446.7
|
|
$
|
(242.5
|
)
|
$
|
1,204.2
|
|
|
$
|
1,448.9
|
|
$
|
(212.3
|
)
|
$
|
1,236.6
|
|
|
Q3-Q4
|
|
|
|
|
|
||||||||||||
In millions
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
||||||||||||
Estimated amortization expense
|
$
|
30.3
|
|
$
|
60.5
|
|
$
|
60.4
|
|
$
|
59.2
|
|
$
|
59.1
|
|
$
|
58.9
|
|
6.
|
Supplemental Balance Sheet Information
|
In millions
|
June 30,
2018 |
December 31,
2017 |
||||
Inventories
|
|
|
||||
Raw materials and supplies
|
$
|
62.9
|
|
$
|
64.3
|
|
Work-in-process
|
25.0
|
|
25.2
|
|
||
Finished goods
|
138.8
|
|
134.6
|
|
||
Total inventories
|
$
|
226.7
|
|
$
|
224.1
|
|
Other current assets
|
|
|
||||
Cost in excess of billings
|
$
|
73.7
|
|
$
|
69.9
|
|
Prepaid expenses
|
46.8
|
|
29.3
|
|
||
Prepaid income taxes
|
12.2
|
|
31.3
|
|
||
Other current assets
|
3.8
|
|
1.8
|
|
||
Total other current assets
|
$
|
136.5
|
|
$
|
132.3
|
|
Property, plant and equipment, net
|
|
|
||||
Land and land improvements
|
$
|
38.5
|
|
$
|
39.1
|
|
Buildings and leasehold improvements
|
167.3
|
|
170.2
|
|
||
Machinery and equipment
|
405.3
|
|
402.0
|
|
||
Construction in progress
|
13.4
|
|
11.5
|
|
||
Total property, plant and equipment
|
624.5
|
|
622.8
|
|
||
Accumulated depreciation and amortization
|
363.4
|
|
357.0
|
|
||
Total property, plant and equipment, net
|
$
|
261.1
|
|
$
|
265.8
|
|
Other non-current assets
|
|
|
||||
Prepaid income taxes
|
$
|
—
|
|
$
|
201.5
|
|
Deferred compensation plan assets
|
24.5
|
|
25.1
|
|
||
Other non-current assets
|
31.6
|
|
25.2
|
|
||
Total other non-current assets
|
$
|
56.1
|
|
$
|
251.8
|
|
Other current liabilities
|
|
|
||||
Accrued rebates
|
$
|
36.5
|
|
$
|
42.9
|
|
Billings in excess of cost
|
9.4
|
|
9.8
|
|
||
Accrued taxes payable
|
55.2
|
|
41.8
|
|
||
Other current liabilities
|
59.5
|
|
46.8
|
|
||
Total other current liabilities
|
$
|
160.6
|
|
$
|
141.3
|
|
Other non-current liabilities
|
|
|
||||
Income taxes payable
|
$
|
50.5
|
|
$
|
57.6
|
|
Deferred compensation plan liabilities
|
24.5
|
|
25.1
|
|
||
Other non-current liabilities
|
3.5
|
|
4.0
|
|
||
Total other non-current liabilities
|
$
|
78.5
|
|
$
|
86.7
|
|
7.
|
Derivatives and Financial Instruments
|
•
|
short-term financial instruments (cash and cash equivalents, accounts and notes receivable, accounts and notes payable and variable-rate debt) — recorded amount approximates fair value because of the short maturity period;
|
•
|
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 based on observable inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance.
|
|
June 30,
2018 |
|
December 31,
2017 |
||||||||||
In millions
|
Recorded
Amount
|
Fair
Value
|
|
Recorded
Amount
|
Fair
Value
|
||||||||
Variable rate debt
|
$
|
200.3
|
|
$
|
200.3
|
|
|
$
|
—
|
|
$
|
—
|
|
Fixed rate debt
|
800.0
|
|
798.8
|
|
|
—
|
|
—
|
|
||||
Total debt
|
$
|
1,000.3
|
|
$
|
999.1
|
|
|
$
|
—
|
|
$
|
—
|
|
|
June 30, 2018
|
|||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
||||||||
Foreign currency contract liabilities
|
$
|
—
|
|
$
|
(1.0
|
)
|
$
|
—
|
|
$
|
(1.0
|
)
|
Deferred compensation plan assets
|
21.3
|
|
3.2
|
|
—
|
|
24.5
|
|
||||
Total recurring fair value measurements
|
$
|
21.3
|
|
$
|
2.2
|
|
$
|
—
|
|
$
|
23.5
|
|
|
December 31, 2017
|
|||||||||||
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Recurring fair value measurements
|
|
|
|
|
||||||||
Foreign currency contract assets
|
$
|
—
|
|
$
|
0.7
|
|
$
|
—
|
|
$
|
0.7
|
|
Deferred compensation plan assets
|
22.9
|
|
2.2
|
|
—
|
|
25.1
|
|
||||
Total recurring fair value measurements
|
$
|
22.9
|
|
$
|
2.9
|
|
$
|
—
|
|
$
|
25.8
|
|
Nonrecurring fair value measurements
(1)
|
|
|
|
|
(1)
|
During the fourth quarter of 2017, we completed our annual intangible assets impairment review. As a result, we recorded a pre-tax non-cash impairment charge of
$16.4 million
. The impairment charge reduced the carrying value of the impacted trade name intangibles to
$16.2 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.
|
8.
|
Debt
|
9.
|
Income Taxes
|
10.
|
Related Party Transactions and Net Parent Investment
|
11.
|
Benefit Plans
|
|
Three months ended
|
|
Six months ended
|
||||||||||
In millions
|
June 30,
2018 |
June 30,
2017 |
|
June 30,
2018 |
June 30,
2017 |
||||||||
Service cost
|
$
|
1.4
|
|
$
|
1.4
|
|
|
$
|
2.9
|
|
$
|
2.8
|
|
Interest cost
|
1.1
|
|
0.9
|
|
|
2.2
|
|
1.8
|
|
||||
Expected return on plan assets
|
(0.3
|
)
|
(0.3
|
)
|
|
(0.7
|
)
|
(0.6
|
)
|
||||
Net actuarial loss
|
4.1
|
|
—
|
|
|
4.1
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
6.3
|
|
$
|
2.0
|
|
|
$
|
8.5
|
|
$
|
4.0
|
|
12.
|
Share Plans
|
|
Three months ended
|
|
Six months ended
|
||||||||||
In millions
|
June 30,
2018 |
June 30,
2017 |
|
June 30,
2018 |
June 30,
2017 |
||||||||
Restricted stock units
|
$
|
1.6
|
|
$
|
1.4
|
|
|
$
|
2.7
|
|
$
|
3.4
|
|
Stock options
|
0.8
|
|
0.7
|
|
|
1.3
|
|
2.5
|
|
||||
Performance share units
|
0.6
|
|
0.5
|
|
|
1.4
|
|
2.9
|
|
||||
Total share-based compensation expense
|
$
|
3.0
|
|
$
|
2.6
|
|
|
$
|
5.4
|
|
$
|
8.8
|
|
|
2018 Annual Grant
|
|
Risk-free interest rate
|
2.53
|
%
|
Expected dividend yield
|
2.94
|
%
|
Expected share price volatility
|
25.5
|
%
|
Expected term (years)
|
6.1
|
|
13.
|
Shareholders' Equity
|
14.
|
Segment Information
|
|
Three months ended
|
|
Six months ended
|
||||||||||
In millions
|
June 30,
2018 |
June 30,
2017 |
|
June 30,
2018 |
June 30,
2017 |
||||||||
Net sales
|
|
|
|
|
|
||||||||
Enclosures
|
$
|
255.6
|
|
$
|
234.1
|
|
|
$
|
509.7
|
|
$
|
460.6
|
|
Thermal Management
|
139.0
|
|
139.9
|
|
|
286.9
|
|
285.3
|
|
||||
Electrical & Fastening Solutions
|
148.1
|
|
139.2
|
|
|
285.0
|
|
269.5
|
|
||||
Total
|
$
|
542.7
|
|
$
|
513.2
|
|
|
$
|
1,081.6
|
|
$
|
1,015.4
|
|
Segment income (loss)
|
|
|
|
|
|
||||||||
Enclosures
|
$
|
47.9
|
|
$
|
45.7
|
|
|
$
|
88.5
|
|
$
|
86.0
|
|
Thermal Management
|
30.4
|
|
27.6
|
|
|
63.9
|
|
53.6
|
|
||||
Electrical & Fastening Solutions
|
40.9
|
|
41.3
|
|
|
72.6
|
|
73.0
|
|
||||
Other
|
(11.6
|
)
|
(3.9
|
)
|
|
(23.9
|
)
|
(9.7
|
)
|
||||
Total
|
$
|
107.6
|
|
$
|
110.7
|
|
|
$
|
201.1
|
|
$
|
202.9
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||
In millions
|
June 30,
2018 |
June 30,
2017 |
|
June 30,
2018 |
June 30,
2017 |
||||||||
Segment income
|
$
|
107.6
|
|
$
|
110.7
|
|
|
$
|
201.1
|
|
$
|
202.9
|
|
Intangible amortization
|
(15.2
|
)
|
(15.3
|
)
|
|
(30.6
|
)
|
(30.6
|
)
|
||||
Separation costs
|
(24.8
|
)
|
(2.2
|
)
|
|
(34.5
|
)
|
(2.2
|
)
|
||||
Net interest expense
|
(9.3
|
)
|
(0.1
|
)
|
|
(9.9
|
)
|
(0.2
|
)
|
||||
Restructuring and other
|
(2.3
|
)
|
(3.7
|
)
|
|
(5.1
|
)
|
(13.0
|
)
|
||||
Other expense
|
(5.1
|
)
|
(1.4
|
)
|
|
(6.3
|
)
|
(2.8
|
)
|
||||
Income before income taxes
|
$
|
50.9
|
|
$
|
88.0
|
|
|
$
|
114.7
|
|
$
|
154.1
|
|
15.
|
Commitments and Contingencies
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Enclosures
—The Enclosures segment provides inventive solutions that protect, connect and manage
|
•
|
Thermal Management
—The Thermal Management segment provides electric thermal solutions that connect and protect critical buildings, infrastructure, industrial processes and people. Its thermal management systems include heat tracing, floor heating, fire-rated and specialty wiring, sensing and snow melting and de-icing solutions for use in industrial, energy, commercial & residential and infrastructure verticals. Its highly reliable and easy to install solutions lower total cost of ownership to building owners, facility managers, operators and end users.
|
•
|
Electrical & Fastening Solutions
—The Electrical & Fastening Solutions segment provides fastening solutions that connect and protect electrical and mechanical systems and civil structures. Its engineered electrical and fastening products are used across a wide range of verticals, including commercial, industrial, infrastructure and energy.
|
•
|
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 organic 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, including the impacts of tariffs, will result in continuing price volatility for many of our raw materials and purchased components and we are uncertain as to the timing and impact of these market changes.
|
•
|
During
2017
and the first
six months
of
2018
, we continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. We expect that these actions will contribute to margin growth in 2018.
|
•
|
Achieving differentiated revenue growth through new products and solutions and market expansion in key developing regions;
|
•
|
Driving operating excellence through lean enterprise initiatives, with specific focus on sourcing and supply management, cash flow management and lean operations;
|
•
|
Optimizing our technological capabilities to increasingly generate innovative new and connected products; and
|
•
|
Focusing on developing global talent in light of our global presence.
|
|
Three months ended
|
||||||||||
In millions
|
June 30,
2018 |
June 30,
2017 |
$
change
|
% / point
change
|
|||||||
Net sales
|
$
|
542.7
|
|
$
|
513.2
|
|
$
|
29.5
|
|
5.7
|
%
|
Cost of goods sold
|
323.3
|
|
303.5
|
|
19.8
|
|
6.5
|
%
|
|||
Gross profit
|
219.4
|
|
209.7
|
|
9.7
|
|
4.6
|
%
|
|||
% of net sales
|
40.4
|
%
|
40.9
|
%
|
|
(0.5
|
) pts
|
||||
|
|
|
|
|
|
||||||
Selling, general and administrative
|
143.1
|
|
109.3
|
|
33.8
|
|
30.9
|
%
|
|||
% of net sales
|
26.4
|
%
|
21.3
|
%
|
|
5.1
|
pts
|
||||
Research and development
|
11.0
|
|
10.9
|
|
0.1
|
|
0.9
|
%
|
|||
% of net sales
|
2.0
|
%
|
2.1
|
%
|
|
(0.1
|
) pts
|
||||
|
|
|
|
|
|||||||
Operating income
|
65.3
|
|
89.5
|
|
(24.2
|
)
|
(27.0
|
)%
|
|||
% of net sales
|
12.0
|
%
|
17.4
|
%
|
|
(5.4
|
) pts
|
||||
|
|
|
|
|
|||||||
Net interest expense
|
9.3
|
|
0.1
|
|
9.2
|
|
N.M.
|
|
|||
Other expense
|
5.1
|
|
1.4
|
|
3.7
|
|
N.M.
|
|
|||
|
|
|
|
|
|||||||
Income before income taxes
|
50.9
|
|
88.0
|
|
(37.1
|
)
|
(42.2
|
)%
|
|||
Provision for income taxes
|
7.6
|
|
17.3
|
|
(9.7
|
)
|
(56.1
|
)%
|
|||
Effective tax rate
|
14.9
|
%
|
19.7
|
%
|
|
(4.8
|
) pts
|
|
Six months ended
|
||||||||||
In millions
|
June 30,
2018 |
June 30,
2017 |
$
change |
% / point
change |
|||||||
Net sales
|
$
|
1,081.6
|
|
$
|
1,015.4
|
|
$
|
66.2
|
|
6.5
|
%
|
Cost of goods sold
|
653.3
|
|
607.0
|
|
46.3
|
|
7.6
|
%
|
|||
Gross profit
|
428.3
|
|
408.4
|
|
19.9
|
|
4.9
|
%
|
|||
% of net sales
|
39.6
|
%
|
40.2
|
%
|
|
(0.6
|
) pts
|
||||
|
|
|
|
|
|||||||
Selling, general and administrative
|
275.0
|
|
229.4
|
|
45.6
|
|
19.9
|
%
|
|||
% of net sales
|
25.4
|
%
|
22.6
|
%
|
|
2.8
|
pts
|
||||
Research and development
|
22.4
|
|
21.9
|
|
0.5
|
|
2.3
|
%
|
|||
% of net sales
|
2.1
|
%
|
2.2
|
%
|
|
(0.1
|
) pts
|
||||
|
|
|
|
|
|||||||
Operating income
|
130.9
|
|
157.1
|
|
(26.2
|
)
|
(16.7
|
)%
|
|||
% of net sales
|
12.1
|
%
|
15.4
|
%
|
|
(3.3
|
) pts
|
||||
|
|
|
|
|
|||||||
Net interest expense
|
9.9
|
|
0.2
|
|
9.7
|
|
N.M.
|
|
|||
Other expense
|
6.3
|
|
2.8
|
|
3.5
|
|
N.M.
|
|
|||
|
|
|
|
|
|||||||
Income before income taxes
|
114.7
|
|
154.1
|
|
(39.4
|
)
|
(25.6
|
)%
|
|||
Provision for income taxes
|
19.1
|
|
28.1
|
|
(9.0
|
)
|
(32.0
|
)%
|
|||
Effective tax rate
|
16.7
|
%
|
18.2
|
%
|
|
(1.5
|
) pts
|
|
Three months ended June 30, 2018
|
Six months ended June 30, 2018
|
||
|
over the prior year period
|
over the prior year period
|
||
Volume
|
2.1
|
%
|
2.3
|
%
|
Price
|
1.7
|
|
1.2
|
|
Organic growth
|
3.8
|
|
3.5
|
|
Currency
|
1.9
|
|
3.0
|
|
Total
|
5.7
|
%
|
6.5
|
%
|
•
|
organic sales growth of approximately 2.0% and 2.5% from our industrial business in the second quarter and first half of 2018 from 2017, respectively, and approximately 1.5% from our commercial & residential business during both the second quarter and first half of 2018 from 2017; and
|
•
|
favorable foreign currency effects for the three and six months ended June 30, 2018.
|
•
|
slowdown in capital spending impacting the energy business, driving lower organic sales of approximately 1.0% and 1.5% during the second quarter and first half of 2018 from 2017, respectively.
|
•
|
inflationary increases related to certain raw materials, labor and freight costs; and
|
•
|
organic sales decline in our energy business, which resulted in decreased leverage on fixed expenses included in cost of goods sold.
|
•
|
organic sales growth in our industrial and commercial & residential businesses; and
|
•
|
higher contribution margin as a result of savings generated from our lean and supply management practices.
|
•
|
$24.8 million
and
$34.5 million
of non-recurring separation related costs incurred in the
second quarter and first half of 2018, respectively,
to prepare nVent to operate as an independent stand-alone public company, primarily related to information technology, legal, advisory and other professional fees; and
|
•
|
increased investment in sales and marketing to drive growth.
|
•
|
organic sales growth in our industrial and commercial & residential businesses, which resulted in increased leverage on operating expenses; and
|
•
|
restructuring costs of
$2.3 million
and
$5.1 million
in the
second quarter and first half of 2018, respectively,
compared to
$3.7 million
and
$13.0 million
in the second quarter and first half of 2017, respectively.
|
•
|
the favorable impact of discrete items that occurred during the second quarter of 2018 that did not occur in the same period during 2017; and
|
•
|
the mix of global earnings toward lower tax jurisdictions, including the favorable impact of U.S. tax reform legislation.
|
|
Three months ended
|
|
|
|
Six months ended
|
|
|
||||||||||||
In millions
|
June 30,
2018 |
June 30,
2017 |
|
% / point change
|
|
June 30,
2018 |
June 30,
2017 |
|
% / point change
|
||||||||||
Net sales
|
$
|
255.6
|
|
$
|
234.1
|
|
|
9.2
|
%
|
|
$
|
509.7
|
|
$
|
460.6
|
|
|
10.7
|
%
|
Segment income
|
47.9
|
|
45.7
|
|
|
4.8
|
%
|
|
88.5
|
|
86.0
|
|
|
2.9
|
%
|
||||
% of net sales
|
18.7
|
%
|
19.5
|
%
|
|
(0.8
|
) pts
|
|
17.4
|
%
|
18.7
|
%
|
|
(1.3
|
) pts
|
|
Three months ended June 30, 2018
|
Six months ended June 30, 2018
|
||
|
over the prior year period
|
over the prior year period
|
||
Volume
|
6.3
|
%
|
7.9
|
%
|
Price
|
1.2
|
|
0.3
|
|
Organic growth
|
7.5
|
|
8.2
|
|
Currency
|
1.7
|
|
2.5
|
|
Total
|
9.2
|
%
|
10.7
|
%
|
•
|
organic sales growth of approximately 4.0% and 5.0% from our industrial business in the second quarter and first half of 2018 from 2017, respectively, and approximately 1.5% and 2.0% from our infrastructure business in the second quarter and first half of 2018 from 2017, respectively; and
|
•
|
favorable foreign currency effects for the three and six months ended June 30, 2018.
|
•
|
inflationary increases related to certain raw materials, labor and freight costs; and
|
•
|
higher cost of sales due to manufacturing footprint rationalization and a new U.S. distribution center. We expect these investments will result in increased productivity and operating leverage in future periods.
|
•
|
organic sales growth in our industrial and infrastructure businesses, including selective increases in selling prices, which resulted in increased leverage on operating expenses; and
|
•
|
higher contribution margin as a result of savings generated from our lean and supply management practices.
|
|
Three months ended
|
|
|
|
Six months ended
|
|
|
||||||||||||
In millions
|
June 30,
2018 |
June 30,
2017 |
|
% / point change
|
|
June 30,
2018 |
June 30,
2017 |
|
% / point change
|
||||||||||
Net sales
|
$
|
139.0
|
|
$
|
139.9
|
|
|
(0.6
|
)%
|
|
$
|
286.9
|
|
$
|
285.3
|
|
|
0.6
|
%
|
Segment income
|
30.4
|
|
27.6
|
|
|
10.1
|
%
|
|
63.9
|
|
53.6
|
|
|
19.2
|
%
|
||||
% of net sales
|
21.9
|
%
|
19.7
|
%
|
|
2.2
|
pts
|
|
22.3
|
%
|
18.8
|
%
|
|
3.5
|
pts
|
|
Three months ended June 30, 2018
|
Six months ended June 30, 2018
|
||
|
over the prior year period
|
over the prior year period
|
||
Volume
|
(3.4
|
)%
|
(3.9
|
)%
|
Price
|
0.3
|
|
0.2
|
|
Organic growth
|
(3.1
|
)
|
(3.7
|
)
|
Currency
|
2.5
|
|
4.3
|
|
Total
|
(0.6
|
)%
|
0.6
|
%
|
•
|
slowdown in capital spending impacting the energy and industrial businesses, driving lower organic sales of approximately 5.5% and 2.5%, respectively.
|
•
|
favorable foreign currency effects for the three months ended June 30, 2018; and
|
•
|
organic sales growth of approximately 4.5% from our commercial & residential business.
|
•
|
favorable foreign currency effects for the six months ended June 30, 2018; and
|
•
|
organic sales growth of approximately 4.5% from our commercial & residential business.
|
•
|
slowdown in capital spending impacting the energy business, driving lower organic sales of approximately 7.5%.
|
|
Three months ended June 30, 2018
|
Six months ended June 30, 2018
|
||
|
over the prior year period
|
over the prior year period
|
||
Growth
|
1.1
|
pts
|
3.1
|
pts
|
Inflation
|
(1.1
|
)
|
(1.1
|
)
|
Productivity/Price
|
2.2
|
|
1.5
|
|
Total
|
2.2
|
pts
|
3.5
|
pts
|
•
|
organic sales growth in our commercial & residential business, which resulted in increased leverage on operating expenses;
|
•
|
favorable mix as a result of the decline in lower margin long-cycle energy sales and growth in higher margin product sales; and
|
•
|
higher contribution margin as a result of savings generated from our lean and supply management practices.
|
•
|
inflationary increases related to certain raw materials, labor and freight costs; and
|
•
|
organic sales decline in our energy business, which resulted in decreased leverage on operating expenses.
|
|
Three months ended
|
|
|
|
Six months ended
|
|
|
||||||||||||
In millions
|
June 30,
2018 |
June 30,
2017 |
|
% / point change
|
|
June 30,
2018 |
June 30,
2017 |
|
% / point change
|
||||||||||
Net sales
|
$
|
148.1
|
|
$
|
139.2
|
|
|
6.4
|
%
|
|
$
|
285.0
|
|
$
|
269.5
|
|
|
5.8
|
%
|
Segment income
|
40.9
|
|
41.3
|
|
|
(1.0
|
)%
|
|
72.6
|
|
73.0
|
|
|
(0.5
|
)%
|
||||
% of net sales
|
27.6
|
%
|
29.7
|
%
|
|
(2.1
|
) pts
|
|
25.5
|
%
|
27.1
|
%
|
|
(1.6
|
) pts
|
|
Three months ended June 30, 2018
|
Six months ended June 30, 2018
|
||
|
over the prior year period
|
over the prior year period
|
||
Volume
|
0.7
|
%
|
(0.4
|
)%
|
Price
|
4.0
|
|
3.6
|
|
Organic growth
|
4.7
|
|
3.2
|
|
Currency
|
1.7
|
|
2.6
|
|
Total
|
6.4
|
%
|
5.8
|
%
|
•
|
favorable foreign currency effects for the three and six months ended June 30, 2018; and
|
•
|
organic sales growth of approximately 2.5% and 1.5% from our industrial business in the second quarter and first half of 2018 from 2017, respectively, and approximately 1.5% from our commercial & residential business during both the second quarter and first half of 2018 from 2017.
|
|
Three months ended June 30, 2018
|
Six months ended June 30, 2018
|
||
|
over the prior year period
|
over the prior year period
|
||
Growth
|
(2.4
|
) pts
|
(1.6
|
) pts
|
Inflation
|
(3.0
|
)
|
(2.9
|
)
|
Productivity/Price
|
3.3
|
|
2.9
|
|
Total
|
(2.1
|
) pts
|
(1.6
|
) pts
|
•
|
inflationary increases related to certain raw materials, labor and freight costs; and
|
•
|
impact of unfavorable product mix.
|
•
|
higher contribution margin as a result of savings generated from our lean and supply management practices; and
|
•
|
selective increases in selling prices to mitigate inflationary cost increases.
|
|
Six months ended
|
|||||
In millions
|
June 30,
2018 |
June 30,
2017 |
||||
Net cash provided by (used for) operating activities
|
$
|
81.6
|
|
$
|
125.1
|
|
Capital expenditures
|
(9.7
|
)
|
(18.9
|
)
|
||
Proceeds from sale of property and equipment
|
2.3
|
|
3.9
|
|
||
Free cash flow
|
$
|
74.2
|
|
$
|
110.1
|
|
|
|
|
|
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 in the Current Report on Form 8-K of nVent Electric plc filed with the Commission on April 30, 2018 (File No. 001-38265)).
|
|
|
|
|
|
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 in the Current Report on Form 8-K of nVent Electric plc filed with the Commission on April 30, 2018 (File No. 001-38265)).
|
|
|
|
|
|
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 in the Current Report on Form 8-K of nVent Electric plc filed with the Commission on April 30, 2018 (File No. 001-38265)).
|
|
|
|
|
|
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 in the Current Report on Form 8-K of nVent Electric plc filed with the Commission on April 30, 2018 (File No. 001-38265)).
|
|
|
|
|
|
Amended and Restated Memorandum and Articles of Association of nVent Electric plc (incorporated by reference to Exhibit 3.1 in the Current Report on Form 8-K of nVent Electric plc filed with the Commission on April 30, 2018 (File No. 001-38265)).
|
|
|
|
|
|
Indenture, dated as of March 26, 2018, among nVent Finance S.à r.l, nVent Electric plc, Pentair plc, Pentair Investments Switzerland GmbH and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Registration Statement on Form 10 of nVent Electric plc filed with the Commission on March 26, 2018 (File No. 001-38265)).
|
|
|
|
|
|
First Supplemental Indenture, dated as of March 26, 2018, among nVent Finance S.à r.l, nVent Electric plc, Pentair plc, Pentair Investments Switzerland GmbH and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to Amendment No. 4 to the Registration Statement on Form 10 of nVent Electric plc filed with the Commission on March 26, 2018 (File No. 001-38265)).
|
|
|
|
|
|
Second Supplemental Indenture, dated as of March 26, 2018, among nVent Finance S.à r.l, nVent Electric plc, Pentair plc, Pentair Investments Switzerland GmbH and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to Amendment No. 4 to the Registration Statement on Form 10 of nVent Electric plc filed with the Commission on March 26, 2018 (File No. 001-38265)).
|
|
|
|
|
|
Third Supplemental Indenture, dated as of April 30, 2018, among nVent Finance S.à r.l, nVent Electric plc and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K of nVent Electric plc filed with the Commission on April 30, 2018 (File No. 001-38265)).
|
|
|
|
|
|
Credit Agreement, dated as of March 23, 2018, among nVent Electric plc, nVent Finance S.à r.l., Pentair Technical Products Holdings, Inc. and the lenders and agents party thereto (incorporated by reference to Exhibit 4.4 to Amendment No. 4 to the Registration Statement on Form 10 of nVent Electric plc filed with the Commission on March 26, 2018 (File No. 001-38265)).
|
|
|
|
|
|
nVent Electric plc 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 in the Current Report on Form 8-K of nVent Electric plc filed with the Commission on April 30, 2018 (File No. 001-38265)).
|
|
|
|
|
|
Form of Executive Officer Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 in the Quarterly Report on Form 10-Q of nVent Electric plc filed with the Commission on May 8, 2018 (File No. 001-38265)).
|
|
|
|
|
|
Form of Executive Officer Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 in the Quarterly Report on Form 10-Q of nVent Electric plc filed with the Commission on May 8, 2018 (File No. 001-38265)).
|
|
|
|
|
|
Form of Executive Officer Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 in the Quarterly Report on Form 10-Q of nVent Electric plc filed with the Commission on May 8, 2018 (File No. 001-38265)).
|
|
|
|
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nVent Electric plc Management Incentive Plan (incorporated by reference to Exhibit 10.5 in the Quarterly Report on Form 10-Q of nVent Electric plc filed with the Commission on May 8, 2018 (File No. 001-38265)).
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Form of Non-Employee Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 in the Quarterly Report on Form 10-Q of nVent Electric plc filed with the Commission on May 8, 2018 (File No. 001-38265)).
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Form of Key Executive Employment and Severance Agreement for Beth A. Wozniak, Michael B. Faulconer, Lynnette R. Heath, Jon D. Lammers, Stacy P. McMahan, Thomas F. Pettit, Joseph A. Ruzynski, Benjamin R. Sommerness and Randolph A. Wacker (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to the Registration Statement on Form 10 of nVent Electric plc filed with the Commission on January 31, 2018 (File No. 001-38265)).
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nVent Electric plc Employee Stock Purchase and Bonus Plan (incorporated by reference to Exhibit 10.3 in the Current Report on Form 8-K of nVent Electric plc filed with the Commission on April 30, 2018 (File No. 001-38265)).
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nVent Management Company Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 in the Current Report on Form 8-K of nVent Electric plc filed with the Commission on April 30, 2018 (File No. 001-38265)).
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nVent Electric plc Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.10 in the Quarterly Report on Form 10-Q of nVent Electric plc filed with the Commission on May 8, 2018 (File No. 001-38265)).
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nVent Management Company Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.5 in the Current Report on Form 8-K of nVent Electric plc filed with the Commission on April 30, 2018 (File No. 001-38265)).
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Flow Control Supplemental Savings and Retirement Plan (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Registration Statement on Form 10 of nVent Electric plc filed with the Commission on January 31, 2018 (File No. 001-38265)).
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Form of Deed of Indemnification for directors and executive officers of nVent Electric plc (incorporated by reference to Exhibit 10.4 to Amendment No. 2 to the Registration Statement on Form 10 of nVent Electric plc filed with the Commission on January 31, 2018 (File No. 001-38265)).
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Form of Indemnification Agreement for directors and executive officers of nVent Electric plc (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to the Registration Statement on Form 10 of nVent Electric plc filed with the Commission on January 31, 2018 (File No. 001-38265)).
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Form of Key Executive Employment and Severance Agreement for Robert J. van der Kolk.
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Certification of Chief Executive Officer.
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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.
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101
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The following materials from nVent's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated and Combined Statements of Income and Comprehensive Income for the three and six months ended June 30, 2018 and 2017, (ii) the Condensed Consolidated and Combined Balance Sheets as of June 30, 2018 and December 31, 2017, (iii) the Condensed Consolidated and Combined Statements of Cash Flows for the three and six months ended June 30, 2018 and 2017, (iv) the Condensed Consolidated and Combined Statements of Changes in Equity for the three and six months ended June 30, 2018 and 2017, and (v) Notes to Condensed Consolidated and Combined Financial Statements.
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nVent Electric plc
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Registrant
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By
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/s/ Stacy P. McMahan
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Stacy P. McMahan
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Executive Vice President and Chief Financial Officer
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By
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/s/ Randolph A. Wacker
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Randolph A. Wacker
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Senior Vice President and Chief Accounting Officer
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Term
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Section
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Annual Base Salary
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Section 5(a)
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Base Period Income
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Section 9(b)(iii)
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Bonus Amount
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Section 5(e)(i)
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Bonus Plan
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Section 5(e)
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Company Incentive Plan
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Section 5(e)(iii)
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Expenses
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Section 15
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Goals
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Section 5(e)(iii)
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Notice of Termination
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Section 13
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Plans
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Section 9(c)(iv)
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Termination Payment
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Section 9(a)
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Total Payments
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Section 9(b)(i)
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1.
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I have reviewed this quarterly report on Form
10-Q
of nVent Electric plc;
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2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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July 26, 2018
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/s/ Beth A. Wozniak
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Beth A. Wozniak
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form
10-Q
of nVent Electric plc;
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2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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July 26, 2018
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/s/ Stacy P. McMahan
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Stacy P. McMahan
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Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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July 26, 2018
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/s/ Beth A. Wozniak
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Beth A. Wozniak
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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July 26, 2018
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/s/ Stacy P. McMahan
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Stacy P. McMahan
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Executive Vice President and Chief Financial Officer
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