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Financial Statements of Parent Company Guarantor
12 Months Ended
Dec. 31, 2014
Financial Statements of Parent Company Guarantor
ective upon the Redomicile, Pentair plc (the “Parent Company Guarantor”) and Pentair Investments Switzerland GmbH (the "Subsidiary Guarantor"), fully and unconditionally, guarantee the 1.35% Senior Notes due 2015, 1.875% Senior Notes due 2017, 2.65% Senior Notes due 2019, 5.00% Senior Notes due 2021 and 3.15% Senior Notes due 2022 (collectively, the “Notes”) of Pentair Finance S.A. (the “Subsidiary Issuer”). The Subsidiary Guarantor is a Switzerland limited liability company formed in April 2014 and 100 percent-owned subsidiary of the Parent Company Guarantor. The Subsidiary Issuer is a Luxembourg public limited liability company formed in January 2012 and 100 percent-owned subsidiary of the Subsidiary Guarantor. The guarantees provided by the Parent Company Guarantor and Subsidiary Guarantor are joint and several.
The following supplemental financial information sets forth the Company's Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) and Condensed Consolidating Statement of Cash Flows for the years ended December 31, 2014, 2013 and 2012 and Condensed Consolidating Balance Sheet as of December 31, 2014 and 2013. The guarantees provided by the Parent Company Guarantor and Subsidiary Guarantor are joint and several. Condensed Consolidating financial information for Pentair plc, Pentair Investments Switzerland GmbH and Pentair Finance S.A. on a stand-alone basis is presented using the equity method of accounting for subsidiaries.
Prior to the Redomicile, the Notes of the Subsidiary Issuer were guaranteed, fully and unconditionally, by the former parent company, Pentair Ltd. The supplemental financial information for the reporting periods prior to Redomicile are presented under this previous guarantee structure.

Pentair plc and Subsidiaries
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Year Ended December 31, 2014
 
In millions
Parent
Company
Guarantor
Subsidiary Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated Total
Net sales
$

$

$

$
7,039.0

$

$
7,039.0

Cost of goods sold



4,576.0


4,576.0

Gross profit



2,463.0


2,463.0

Selling, general and administrative
25.3

2.6

7.7

1,458.2


1,493.8

Research and development



117.3


117.3

Operating (loss) income
(25.3
)
(2.6
)
(7.7
)
887.5


851.9

Loss (earnings) from continuing operations of investment in subsidiaries
(615.5
)
(619.7
)
(611.1
)

1,846.3


Other (income) expense:

 




Loss on sale of businesses, net



0.2


0.2

Equity income of unconsolidated subsidiaries



(1.2
)

(1.2
)
Interest income


(92.3
)
(40.2
)
128.8

(3.7
)
Interest expense
0.7

2.1

95.6

102.7

(128.8
)
72.3

Income (loss) from continuing operations before income taxes
589.5

615.0

600.1

826.0

(1,846.3
)
784.3

Provision (benefit) for income taxes
(17.5
)
(0.5
)
(2.4
)
197.7


177.3

Net income (loss) from continuing operations
607.0

615.5

602.5

628.3

(1,846.3
)
607.0

Loss from discontinued operations, net of tax



(6.4
)

(6.4
)
Loss from sale / impairment of discontinued operations, net of tax



(385.7
)

(385.7
)
Earnings (loss) from discontinued operations of investment in subsidiaries
(392.1
)
(392.1
)
(392.1
)

1,176.3


Net income (loss) attributable to Pentair plc
$
214.9

$
223.4

$
210.4

$
236.2

$
(670.0
)
$
214.9

Comprehensive income (loss), net of tax
 
 
 
 
 
 
Net income (loss) attributable to Pentair plc
$
214.9

$
223.4

$
210.4

$
236.2

$
(670.0
)
$
214.9

Changes in cumulative translation adjustment
(336.3
)
(336.3
)
(336.3
)
(336.3
)
1,008.9

(336.3
)
Changes in market value of derivative financial instruments
(0.4
)
(0.4
)
(0.4
)
(0.4
)
1.2

(0.4
)
Comprehensive income (loss) attributable to Pentair plc
$
(121.8
)
$
(113.3
)
$
(126.3
)
$
(100.5
)
$
340.1

$
(121.8
)



Pentair plc and Subsidiaries
Condensed Consolidating Balance Sheet
December 31, 2014
 
In millions
Parent
Company
Guarantor
Subsidiary Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated Total
Assets
Current assets
 
 
 
 
 
 
Cash and cash equivalents
$

$

$
0.1

$
110.3

$

$
110.4

Accounts and notes receivable, net



1,206.8

(0.9
)
1,205.9

Inventories



1,130.4


1,130.4

Other current assets

17.6

2.0

367.6

(20.4
)
366.8

Current assets held for sale



80.6


80.6

Total current assets

17.6

2.1

2,895.7

(21.3
)
2,894.1

Property, plant and equipment, net



950.0


950.0

Other assets

 




Investments in subsidiaries
4,733.0

4,893.8

7,612.2


(17,239.0
)

Goodwill



4,741.9


4,741.9

Intangibles, net



1,608.1


1,608.1

Other non-current assets
80.2


1,381.8

345.0

(1,370.8
)
436.2

Non-current assets held for sale



24.9


24.9

Total other assets
4,813.2

4,893.8

8,994.0

6,719.9

(18,609.8
)
6,811.1

Total assets
$
4,813.2

$
4,911.4

$
8,996.1

$
10,565.6

$
(18,631.1
)
$
10,655.2

Liabilities and Equity
Current liabilities
 
 
 
 
 
 
Current maturities of long-term debt and short-term borrowings
$

$

$

$
6.7

$

$
6.7

Accounts payable
0.9



583.1

(0.9
)
583.1

Employee compensation and benefits
0.2

0.6


304.7


305.5

Other current liabilities
120.6

2.2

10.9

595.8

(20.4
)
709.1

Current liabilities held for sale



35.1


35.1

Total current liabilities
121.7

2.8

10.9

1,525.4

(21.3
)
1,639.5

Other liabilities
 
 
 
 
 
 
Long-term debt
11.4

175.6

2,860.6

1,320.6

(1,370.8
)
2,997.4

Pension and other post-retirement compensation and benefits



322.0


322.0

Deferred tax liabilities


2.9

525.4


528.3

Other non-current liabilities
16.3



481.4


497.7

Non-current liabilities held for sale



6.5


6.5

Total liabilities
149.4

178.4

2,874.4

4,181.3

(1,392.1
)
5,991.4

Equity
4,663.8

4,733.0

6,121.7

6,384.3

(17,239.0
)
4,663.8

Total liabilities and equity
$
4,813.2

$
4,911.4

$
8,996.1

$
10,565.6

$
(18,631.1
)
$
10,655.2




Pentair plc and Subsidiaries
Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2014
 
In millions
Parent
Company
Guarantor
Guarantor Subsidiary
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated Total
Operating activities
 
 
 
 
 
Net cash provided by (used for) operating activities
$
169.0

$
208.6

$
207.0

$
1,093.8

$
(670.0
)
$
1,008.4

Investing activities
 
 
 
 
 
 
Capital expenditures



(129.6
)

(129.6
)
Proceeds from sale of property and equipment



13.1


13.1

Proceeds from sale of businesses, net



0.3


0.3

Acquisitions, net of cash acquired



(12.3
)

(12.3
)
Net intercompany loan activity


37.8

112.2

(150.0
)

Other



0.2


0.2

Net cash provided by (used for) investing activities


37.8

(16.1
)
(150.0
)
(128.3
)
Financing activities
 
 
 
 
 
 
Net receipts of short-term borrowings



0.5


0.5

Net receipts of commercial paper and revolving long-term debt


458.7

9.9


468.6

Proceeds from long-term debt



2.2


2.2

Repayment of long-term debt



(16.8
)

(16.8
)
Debt issuance costs


(3.1
)


(3.1
)
Net change in advances to subsidiaries
741.1

(208.6
)
(747.3
)
(605.2
)
820.0


Excess tax benefits from share-based compensation



12.6


12.6

Shares issued to employees, net of shares withheld



37.0


37.0

Repurchases of ordinary shares
(699.2
)


(450.8
)

(1,150.0
)
Dividends paid
(211.4
)




(211.4
)
Purchase of noncontrolling interest



(134.7
)

(134.7
)
Net cash provided by (used for) financing activities
(169.5
)
(208.6
)
(291.7
)
(1,145.3
)
820.0

(995.1
)
Effect of exchange rate changes on cash and cash equivalents



(30.6
)

(30.6
)
Change in cash and cash equivalents
(0.5
)

(46.9
)
(98.2
)

(145.6
)
Cash and cash equivalents, beginning of year
0.5


47.0

208.5


256.0

Cash and cash equivalents, end of year
$

$

$
0.1

$
110.3

$

$
110.4




Pentair plc and Subsidiaries
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Year Ended December 31, 2013

In millions
Parent
Company
Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated Total
Net sales
$

$

$
6,999.7

$

$
6,999.7

Cost of goods sold


4,629.6


4,629.6

Gross profit


2,370.1


2,370.1

Selling, general and administrative
21.0

13.3

1,459.4


1,493.7

Research and development


122.8


122.8

Impairment of trade names


11.0


11.0

Operating (loss) income
(21.0
)
(13.3
)
776.9


742.6

Loss (earnings) from continuing operations of investment in subsidiaries
(539.0
)
(508.6
)

1,047.6


Other (income) expense:
 
 
 
 
 
Gain on sale of businesses, net


(20.8
)

(20.8
)
Equity income of unconsolidated subsidiaries


(2.0
)

(2.0
)
Interest income

(99.2
)
(53.4
)
148.2

(4.4
)
Interest expense
5.6

106.0

111.9

(148.2
)
75.3

Income (loss) from continuing operations before income taxes and noncontrolling interest
512.4

488.5

741.2

(1,047.6
)
694.5

Provision for income taxes
0.7

1.4

174.9


177.0

Net income (loss) from continuing operations before noncontrolling interest
511.7

487.1

566.3

(1,047.6
)
517.5

Income from discontinued operations, net of tax


25.9


25.9

Loss from sale of discontinued operations, net of tax


(0.8
)

(0.8
)
Earnings (loss) from discontinued operations of investment in subsidiaries
25.1

25.1


(50.2
)

Net income (loss) before noncontrolling interest
536.8

512.2

591.4

(1,097.8
)
542.6

Noncontrolling interest


5.8


5.8

Net income (loss) attributable to Pentair plc
$
536.8

$
512.2

$
585.6

$
(1,097.8
)
$
536.8

Net income (loss) from continuing operations attributable to Pentair plc
$
511.7

$
487.1

$
560.5

$
(1,047.6
)
$
511.7

Comprehensive income (loss), net of tax
 
 
 
 
 
Net income (loss) before noncontrolling interest
$
536.8

$
512.2

$
591.4

$
(1,097.8
)
$
542.6

Changes in cumulative translation adjustment
(31.3
)
(31.3
)
(29.1
)
62.6

(29.1
)
Amortization of pension and other post-retirement prior service cost
(0.4
)
(0.4
)
(0.4
)
0.8

(0.4
)
Changes in market value of derivative financial instruments
(0.3
)
(0.3
)
(0.3
)
0.6

(0.3
)
Total comprehensive income (loss)
504.8

480.2

561.6

(1,033.8
)
512.8

Less: Comprehensive income (loss) attributable to noncontrolling interest


8.0


8.0

Comprehensive income (loss) attributable to Pentair plc
$
504.8

$
480.2

$
553.6

$
(1,033.8
)
$
504.8


Pentair plc and Subsidiaries
Condensed Consolidating Balance Sheet
December 31, 2013

In millions
Parent
Company
Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated Total
Assets
Current assets
 
 
 
 
 
Cash and cash equivalents
$
0.5

$
47.0

$
208.5

$

$
256.0

Accounts and notes receivable, net
2.9

4.0

1,341.7

(63.6
)
$
1,285.0

Inventories


1,195.1


$
1,195.1

Other current assets
1.4

0.6

359.6


$
361.6

Current assets held for sale


134.4


$
134.4

Total current assets
4.8

51.6

3,239.3

(63.6
)
3,232.1

Property, plant and equipment, net


1,044.3


1,044.3

Other assets
 
 
 
 
 
Investments in subsidiaries
6,224.7

8,066.6


(14,291.3
)

Goodwill


4,860.7


4,860.7

Intangibles, net


1,749.9


1,749.9

Other non-current assets
31.6

1,302.7

352.4

(1,296.7
)
390.0

Non-current assets held for sale


466.3


466.3

Total other assets
6,256.3

9,369.3

7,429.3

(15,588.0
)
7,466.9

Total assets
$
6,261.1

$
9,420.9

$
11,712.9

$
(15,651.6
)
$
11,743.3

Liabilities and Equity
Current liabilities
 
 
 
 
 
Current maturities of long-term debt and short-term borrowings
$

$

$
2.5

$

$
2.5

Accounts payable
48.1

8.6

583.8

(63.6
)
576.9

Employee compensation and benefits
0.5


311.9


312.4

Other current liabilities
99.6

11.7

534.6


645.9

Current liabilities held for sale


72.5


72.5

Total current liabilities
148.2

20.3

1,505.3

(63.6
)
1,610.2

Other liabilities
 
 
 
 
 
Long-term debt

2,401.9

1,442.7

(1,296.7
)
2,547.9

Pension and other post-retirement compensation and benefits


320.2


320.2

Deferred tax liabilities

2.2

554.8


557.0

Other non-current liabilities
17.6


438.8


456.4

Non-current liabilities held for sale


33.9


33.9

Total liabilities
165.8

2,424.4

4,295.7

(1,360.3
)
5,525.6

Equity
 
 
 
 
 
Shareholders’ equity attributable to Pentair plc and subsidiaries
6,095.3

6,996.5

7,294.8

(14,291.3
)
6,095.3

Noncontrolling interest


122.4


122.4

Total equity
6,095.3

6,996.5

7,417.2

(14,291.3
)
6,217.7

Total liabilities and equity
$
6,261.1

$
9,420.9

$
11,712.9

$
(15,651.6
)
$
11,743.3




Pentair plc and Subsidiaries
Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2013

In millions
Parent
Company
Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated Total
Operating activities
 
 
 
 
 
Net cash provided by (used for) operating activities
$
534.2

$
514.0

$
977.5

$
(1,097.8
)
$
927.9

Investing activities
 
 
 
 
 
Capital expenditures


(170.0
)

(170.0
)
Proceeds from sale of property and equipment


6.0


6.0

Proceeds from sale of businesses, net


43.5


43.5

Acquisitions, net of cash acquired


(92.4
)

(92.4
)
Other


1.7


1.7

Net cash provided by (used for) investing activities


(211.2
)

(211.2
)
Financing activities
 
 
 
 
 
Net receipts of commercial paper and revolving long-term debt

104.2



104.2

Proceeds from long-term debt


0.7


0.7

Repayment of long-term debt


(7.4
)

(7.4
)
Debt issuance costs

(1.4
)


(1.4
)
Net change in advances to subsidiaries
(339.5
)
(569.8
)
(188.5
)
1,097.8


Excess tax benefits from share-based compensation


16.8


16.8

Shares issued to employees, net of shares withheld


80.0


80.0

Repurchases of ordinary shares


(715.8
)

(715.8
)
Dividends paid
(194.2
)



(194.2
)
Distributions to noncontrolling interest


(2.0
)

(2.0
)
Net cash provided by (used for) financing activities
(533.7
)
(467.0
)
(816.2
)
1,097.8

(719.1
)
Effect of exchange rate changes on cash and cash equivalents


21.0


21.0

Change in cash and cash equivalents
0.5

47.0

(28.9
)

18.6

Cash and cash equivalents, beginning of year


237.4


237.4

Cash and cash equivalents, end of year
$
0.5

$
47.0

$
208.5

$

$
256.0



















Pentair plc and Subsidiaries
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Year Ended December 31, 2012

In millions
Parent
Company
Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated Total
Net sales
$

$

$
4,306.8

$

$
4,306.8

Cost of goods sold


3,040.9


3,040.9

Gross profit


1,265.9


1,265.9

Selling, general and administrative
5.0

(3.8
)
1,116.5


1,117.7

Research and development


92.3


92.3

Impairment of trade names


60.7


60.7

Operating (loss) income
(5.0
)
3.8

(3.6
)

(4.8
)
Loss (earnings) from continuing operations of investment in subsidiaries
75.7

76.6


(152.3
)

Other (income) expense:
 
 
 
 
 
Loss on early extinguishment of debt


75.4


75.4

Equity income of unconsolidated subsidiaries


(2.3
)

(2.3
)
Interest income

(9.2
)
(2.0
)
9.2

(2.0
)
Interest expense
0.1

10.2

69.1

(9.2
)
70.2

Income (loss) from continuing operations before income taxes and noncontrolling interest
(80.8
)
(73.8
)
(143.8
)
152.3

(146.1
)
Provision (benefit) for income taxes
0.7

1.1

(69.0
)

(67.2
)
Net income (loss) from continuing operations before noncontrolling interest
(81.5
)
(74.9
)
(74.8
)
152.3

(78.9
)
Loss from discontinued operations, net of tax


(25.7
)

(25.7
)
Earnings (loss) from discontinued operations of investment in subsidiaries
(25.7
)
(25.7
)

51.4


Net income (loss) before noncontrolling interest
(107.2
)
(100.6
)
(100.5
)
203.7

(104.6
)
Noncontrolling interest


2.6


2.6

Net income (loss) attributable to Pentair plc
$
(107.2
)
$
(100.6
)
$
(103.1
)
$
203.7

$
(107.2
)
Net income (loss) from continuing operations attributable to Pentair plc
$
(81.5
)
$
(74.9
)
$
(77.4
)
$
152.3

$
(81.5
)
Comprehensive income (loss), net of tax
 
 
 
 
 
Net income (loss) before noncontrolling interest
$
(107.2
)
$
(100.6
)
$
(100.5
)
$
203.7

$
(104.6
)
Changes in cumulative translation adjustment
30.0

30.0

31.4

(60.0
)
31.4

Amortization of pension and other post-retirement prior service cost
(0.3
)
(0.3
)
(0.3
)
0.6

(0.3
)
Changes in market value of derivative financial instruments
(3.6
)
(3.6
)
(3.6
)
7.2

(3.6
)
Total comprehensive income (loss)
(81.1
)
(74.5
)
(73.0
)
151.5

(77.1
)
Less: Comprehensive income (loss) attributable to noncontrolling interest


4.0


4.0

Comprehensive income (loss) attributable to Pentair plc
$
(81.1
)
$
(74.5
)
$
(77.0
)
$
151.5

$
(81.1
)








Pentair plc and Subsidiaries
Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2012

In millions
Parent
Company
Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated Total
Operating activities
 
 
 
 
 
Net cash provided by (used for) operating activities
$
(109.0
)
$
(88.2
)
$
37.2

$
203.7

$
43.7

Investing activities
 
 
 
 
 
Capital expenditures


(94.5
)

(94.5
)
Proceeds from sale of property and equipment


5.5


5.5

Acquisitions, net of cash acquired

300.1

170.4


470.5

Other


(5.9
)

(5.9
)
Net cash provided by (used for) investing activities

300.1

75.5


375.6

Financing activities
 
 
 
 
 
Net repayments of short-term borrowings


(3.7
)

(3.7
)
Net receipts (repayments) of commercial paper and revolving long-term debt

424.7

(170.9
)

253.8

Proceeds from long-term debt

594.3



594.3

Repayment of long-term debt


(617.2
)

(617.2
)
Debt issuance costs

(8.7
)
(1.0
)

(9.7
)
Debt extinguishment costs


(74.8
)

(74.8
)
Net change in advances to subsidiaries
157.0

(1,222.2
)
1,268.9

(203.7
)

Excess tax benefits from share-based compensation


5.0


5.0

Shares issued to employees, net of shares withheld


68.2


68.2

Repurchases of ordinary shares


(334.2
)

(334.2
)
Dividends paid
(48.0
)

(64.4
)

(112.4
)
Distributions to noncontrolling interest


(1.6
)

(1.6
)
Net cash provided by (used for) financing activities
109.0

(211.9
)
74.3

(203.7
)
(232.3
)
Effect of exchange rate changes on cash and cash equivalents


0.3


0.3

Change in cash and cash equivalents


187.3


187.3

Cash and cash equivalents, beginning of year


50.1


50.1

Cash and cash equivalents, end of year
$

$

$
237.4

$

$
237.4