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Financial Statements of Parent Company Guarantor
3 Months Ended
Mar. 31, 2017
Financial Statements of Parent Company Guarantor
Pentair plc (the "Parent Company Guarantor") and PISG (the "Subsidiary Guarantor"), fully and unconditionally, guarantee the Notes of PFSA (the "Subsidiary Issuer"). The Subsidiary Guarantor is a Switzerland limited liability company and 100 percent-owned subsidiary of the Parent Company Guarantor. The Subsidiary Issuer is a Luxembourg public limited liability company 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), Condensed Consolidating Balance Sheets and Condensed Consolidating Statement of Cash Flows by relevant group within the Company: Pentair plc and PISG as the guarantors, PFSA as issuer of the debt and all other non-guarantor subsidiaries. Condensed consolidating financial information for Pentair plc, PISG and PFSA on a stand-alone basis is presented using the equity method of accounting for subsidiaries.
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Three months ended March 31, 2017
In millions
Parent
Company
Guarantor
Subsidiary
Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated
Total
Net sales
$

$

$

$
1,183.5

$

$
1,183.5

Cost of goods sold



761.2


761.2

Gross profit



422.3


422.3

Selling, general and administrative
(11.0
)
0.1

0.4

264.4


253.9

Research and development



30.0


30.0

Operating income (loss)
11.0

(0.1
)
(0.4
)
127.9


138.4

Loss (earnings) from continuing operations of investment in subsidiaries
(69.7
)
(69.7
)
(98.5
)

237.9


Other (income) expense:
 
 
 
 
 
 
Equity income of unconsolidated subsidiaries



(0.2
)

(0.2
)
Net interest expense (income)

(0.1
)
28.4

6.7


35.0

Income (loss) from continuing operations before income taxes
80.7

69.7

69.7

121.4

(237.9
)
103.6

Provision for income taxes



22.9


22.9

Net income (loss) from continuing operations
80.7

69.7

69.7

98.5

(237.9
)
80.7

Income from discontinued operations, net of tax



7.1


7.1

Earnings (loss) from discontinued operations of investment in subsidiaries
7.1

7.1

7.1


(21.3
)

Net income (loss)
$
87.8

$
76.8

$
76.8

$
105.6

$
(259.2
)
$
87.8

Comprehensive income (loss), net of tax
 
 
 
 
 
 
Net income (loss)
$
87.8

$
76.8

$
76.8

$
105.6

$
(259.2
)
$
87.8

Changes in cumulative translation adjustment
75.7

75.7

75.7

75.7

(227.1
)
75.7

Changes in market value of derivative financial instruments, net of tax
1.6

1.6

1.6

1.6

(4.8
)
1.6

Comprehensive income (loss)
$
165.1

$
154.1

$
154.1

$
182.9

$
(491.1
)
$
165.1

Condensed Consolidating Balance Sheet
March 31, 2017
In millions
Parent
Company
Guarantor
Subsidiary
Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated
Total
Assets
Current assets
 
 
 
 
 
 
Cash and cash equivalents
$

$

$
0.1

$
238.0

$

$
238.1

Accounts and notes receivable, net



914.4


914.4

Inventories



546.0


546.0

Other current assets
1.3

3.1

4.0

268.1

(11.7
)
264.8

Current assets held for sale



877.8


877.8

Total current assets
1.3

3.1

4.1

2,844.3

(11.7
)
2,841.1

Property, plant and equipment, net



551.9


551.9

Other assets
 
 
 
 
 
 
Investments in subsidiaries
4,691.2

4,653.2

9,500.9


(18,845.3
)

Goodwill



4,295.3


4,295.3

Intangibles, net



1,622.5


1,622.5

Other non-current assets
2.2

36.2

869.0

1,495.9

(2,208.0
)
195.3

Non-current assets held for sale



2,311.9


2,311.9

Total other assets
4,693.4

4,689.4

10,369.9

9,725.6

(21,053.3
)
8,425.0

Total assets
$
4,694.7

$
4,692.5

$
10,374.0

$
13,121.8

$
(21,065.0
)
$
11,818.0

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

$

$

$
0.7

$

$
0.7

Accounts payable



387.3


387.3

Employee compensation and benefits
1.1



146.9


148.0

Other current liabilities
71.3

1.3

20.9

476.8

(11.7
)
558.6

Current liabilities held for sale



303.0


303.0

Total current liabilities
72.4

1.3

20.9

1,314.7

(11.7
)
1,397.6

Other liabilities
 
 
 
 
 
 
Long-term debt
247.0


5,699.6

790.3

(2,208.0
)
4,528.9

Pension and other post-retirement compensation and benefits



258.6


258.6

Deferred tax liabilities



602.2


602.2

Other non-current liabilities
0.5



148.7


149.2

Non-current liabilities held for sale



506.7


506.7

Total liabilities
319.9

1.3

5,720.5

3,621.2

(2,219.7
)
7,443.2

Equity
4,374.8

4,691.2

4,653.5

9,500.6

(18,845.3
)
4,374.8

Total liabilities and equity
$
4,694.7

$
4,692.5

$
10,374.0

$
13,121.8

$
(21,065.0
)
$
11,818.0

Condensed Consolidating Statement of Cash Flows
Three months ended March 31, 2017
In millions
Parent
Company
Guarantor
Subsidiary
Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated
Total
Operating activities
 
 
 
 
 
 
Net cash provided by (used for) operating activities
$
49.8

$
75.1

$
69.5

$
(41.0
)
$
(259.4
)
$
(106.0
)
Investing activities
 
 
 
 
 
 
Capital expenditures



(23.6
)

(23.6
)
Acquisitions, net of cash acquired



(56.7
)

(56.7
)
Net intercompany loan activity


(530.4
)
(290.2
)
820.6


Net cash provided by (used for) investing activities of continuing operations


(530.4
)
(370.5
)
820.6

(80.3
)
Net cash provided by (used for) investing activities of discontinued operations



(3.7
)

(3.7
)
Net cash provided by (used for) investing activities


(530.4
)
(374.2
)
820.6

(84.0
)
Financing activities
 
 
 
 
 
 
Net repayments of short-term borrowings



(0.1
)

(0.1
)
Net receipts (repayments) of commercial paper and revolving long-term debt


234.0

(4.9
)

229.1

Net change in advances to subsidiaries
10.2

(75.1
)
206.9

419.2

(561.2
)

Shares issued to employees, net of shares withheld
2.8





2.8

Dividends paid
(62.8
)




(62.8
)
Net cash provided by (used for) financing activities
(49.8
)
(75.1
)
440.9

414.2

(561.2
)
169.0

Effect of exchange rate changes on cash and cash equivalents


20.1

0.5


20.6

Change in cash and cash equivalents


0.1

(0.5
)

(0.4
)
Cash and cash equivalents, beginning of period



238.5


238.5

Cash and cash equivalents, end of period
$

$

$
0.1

$
238.0

$

$
238.1

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Three months ended March 31, 2016
 
 
 
 
 
 
 
In millions
Parent
Company
Guarantor
Subsidiary
Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated
Total
Net sales
$

$

$

$
1,190.0

$

$
1,190.0

Cost of goods sold



758.7


758.7

Gross profit



431.3


431.3

Selling, general and administrative
7.2


0.9

242.0


250.1

Research and development



28.5


28.5

Operating income (loss)
(7.2
)

(0.9
)
160.8


152.7

Loss (earnings) from continuing operations of investment in subsidiaries
(99.0
)
(99.0
)
(127.3
)

325.3


Other (income) expense:
 
 
 
 
 
 
Equity income of unconsolidated subsidiaries



(0.4
)

(0.4
)
Net interest expense


27.4

8.8


36.2

Income (loss) from continuing operations before income taxes
91.8

99.0

99.0

152.4

(325.3
)
116.9

Provision for income taxes



25.1


25.1

Net income (loss) from continuing operations
91.8

99.0

99.0

127.3

(325.3
)
91.8

Income from discontinued operations, net of tax



15.6


15.6

Earnings (loss) from discontinued operations of investment in subsidiaries
15.6

15.6

15.6


(46.8
)

Net income (loss)
$
107.4

$
114.6

$
114.6

$
142.9

$
(372.1
)
$
107.4

Comprehensive income (loss), net of tax
 
 
 
 
 
 
Net income (loss)
$
107.4

$
114.6

$
114.6

$
142.9

$
(372.1
)
$
107.4

Changes in cumulative translation adjustment
28.0

28.0

28.0

28.0

(84.0
)
28.0

Changes in market value of derivative financial instruments, net of tax
(14.7
)
(14.7
)
(14.7
)
(14.7
)
44.1

(14.7
)
Comprehensive income (loss)
$
120.7

$
127.9

$
127.9

$
156.2

$
(412.0
)
$
120.7

Condensed Consolidating Balance Sheet
December 31, 2016
In millions
Parent
Company
Guarantor
Subsidiary
Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated
Total
Assets
Current assets
 
 
 
 
 
 
Cash and cash equivalents
$

$

$

$
238.5

$

$
238.5

Accounts and notes receivable, net
0.1



763.9


764.0

Inventories



524.2


524.2

Other current assets
1.2

4.1

1.1

237.8

9.2

253.4

Current assets held for sale



891.9


891.9

Total current assets
1.3

4.1

1.1

2,656.3

9.2

2,672.0

Property, plant and equipment, net



538.6


538.6

Other assets
 
 
 
 
 
 
Investments in subsidiaries
4,509.5

4,471.4

9,295.5


(18,276.4
)

Goodwill



4,217.4


4,217.4

Intangibles, net



1,631.8


1,631.8

Other non-current assets
2.2

35.2

717.8

1,568.9

(2,142.0
)
182.1

Non-current assets held for sale



2,292.9


2,292.9

Total other assets
4,511.7

4,506.6

10,013.3

9,711.0

(20,418.4
)
8,324.2

Total assets
$
4,513.0

$
4,510.7

$
10,014.4

$
12,905.9

$
(20,409.2
)
$
11,534.8

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

$

$

$
0.8

$

$
0.8

Accounts payable
0.7


0.1

435.8


436.6

Employee compensation and benefits
0.8



165.3


166.1

Other current liabilities
95.2

1.2

26.7

379.2

9.2

511.5

Current liabilities held for sale



356.2


356.2

Total current liabilities
96.7

1.2

26.8

1,337.3

9.2

1,471.2

Other liabilities
 
 
 
 
 
 
Long-term debt
148.1


5,515.9

756.4

(2,142.0
)
4,278.4

Pension and other post-retirement compensation and benefits



253.4


253.4

Deferred tax liabilities



609.5


609.5

Other non-current liabilities
13.8



148.2


162.0

Non-current liabilities held for sale



505.9


505.9

Total liabilities
258.6

1.2

5,542.7

3,610.7

(2,132.8
)
7,280.4

Equity
4,254.4

4,509.5

4,471.7

9,295.2

(18,276.4
)
4,254.4

Total liabilities and equity
$
4,513.0

$
4,510.7

$
10,014.4

$
12,905.9

$
(20,409.2
)
$
11,534.8

Condensed Consolidating Statement of Cash Flows
Three months ended March 31, 2016
In millions
Parent
Company
Guarantor
Subsidiary
Guarantor
Subsidiary
Issuer
Non-guarantor
Subsidiaries
Eliminations
Consolidated
Total
Operating activities
 
 
 
 
 
 
Net cash provided by (used for) operating activities
$
126.6

$
98.7

$
105.3

$
26.4

$
(372.0
)
$
(15.0
)
Investing activities
 
 
 
 
 
 
Capital expenditures



(32.8
)

(32.8
)
Proceeds from sale of property and equipment



5.4


5.4

Acquisitions, net of cash acquired



(0.1
)

(0.1
)
Net intercompany loan activity


(6.5
)
126.0

(119.5
)

Other



(0.2
)

(0.2
)
Net cash provided by (used for) investing activities of continuing operations


(6.5
)
98.3

(119.5
)
(27.7
)
Net cash provided by (used for) investing activities of discontinued operations



(4.3
)

(4.3
)
Net cash provided by (used for) investing activities


(6.5
)
94.0

(119.5
)
(32.0
)
Financing activities
 
 
 
 
 
 
Net receipts of short-term borrowings



0.7


0.7

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


164.8

(26.4
)

138.4

Repayments of long-term debt



(0.7
)

(0.7
)
Net change in advances to subsidiaries
(64.9
)
(98.7
)
(275.1
)
(52.8
)
491.5


Excess tax benefits from share-based compensation



0.5


0.5

Shares issued to employees, net of shares withheld
(1.6
)




(1.6
)
Dividends paid
(60.1
)




(60.1
)
Net cash provided by (used for) financing activities
(126.6
)
(98.7
)
(110.3
)
(78.7
)
491.5

77.2

Effect of exchange rate changes on cash and cash equivalents


11.4

(9.8
)

1.6

Change in cash and cash equivalents


(0.1
)
31.9


31.8

Cash and cash equivalents, beginning of period


0.1

126.2


126.3

Cash and cash equivalents, end of period
$

$

$

$
158.1

$

$
158.1