Financial Statements of Parent Company Guarantor | Effective upon the Redomicile, Pentair plc (the "Parent Company Guarantor") and Pentair Investments Switzerland GmbH (the "Subsidiary Guarantor"), fully and unconditionally, guarantee 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 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 Pentair Investments Switzerland GmbH as the guarantors, Pentair Finance S.A. as issuer of the debt and all other non-guarantor subsidiaries. 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. Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three months ended September 26, 2015 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ — $ — $ 1,552.1 $ — $ 1,552.1 Cost of goods sold — — — 1,012.0 — 1,012.0 Gross profit — — — 540.1 — 540.1 Selling, general and administrative 17.7 0.1 1.7 310.7 — 330.2 Research and development — — — 29.9 — 29.9 Operating income (loss) (17.7 ) (0.1 ) (1.7 ) 199.5 — 180.0 Loss (earnings) from continuing operations of investment in subsidiaries (132.9 ) (133.0 ) (148.3 ) — 414.2 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (0.9 ) — (0.9 ) Net interest expense — — 18.0 13.3 — 31.3 Income (loss) from continuing operations before income taxes 115.2 132.9 128.6 187.1 (414.2 ) 149.6 Provision for income taxes — — — 34.4 — 34.4 Net income (loss) from continuing operations 115.2 132.9 128.6 152.7 (414.2 ) 115.2 Net income (loss) $ 115.2 $ 132.9 $ 128.6 $ 152.7 $ (414.2 ) $ 115.2 Comprehensive income (loss), net of tax Net income (loss) $ 115.2 $ 132.9 $ 128.6 $ 152.7 $ (414.2 ) $ 115.2 Changes in cumulative translation adjustment (85.8 ) (85.8 ) (85.8 ) (85.8 ) 257.4 (85.8 ) Changes in market value of derivative financial instruments (0.7 ) (0.7 ) (0.7 ) (0.7 ) 2.1 (0.7 ) Comprehensive income (loss) $ 28.7 $ 46.4 $ 42.1 $ 66.2 $ (154.7 ) $ 28.7 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Nine months ended September 26, 2015 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ — $ — $ 4,688.3 $ — $ 4,688.3 Cost of goods sold — — — 3,071.8 — 3,071.8 Gross profit — — — 1,616.5 — 1,616.5 Selling, general and administrative 30.4 0.2 3.8 924.3 — 958.7 Research and development — — — 88.7 — 88.7 Operating income (loss) (30.4 ) (0.2 ) (3.8 ) 603.5 — 569.1 Loss (earnings) from continuing operations of investment in subsidiaries (417.0 ) (418.5 ) (428.6 ) — 1,264.1 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (2.0 ) — (2.0 ) Net interest expense — 1.3 21.8 45.0 — 68.1 Income (loss) from continuing operations before income taxes 386.6 417.0 403.0 560.5 (1,264.1 ) 503.0 Provision (benefit) for income taxes (0.7 ) — — 116.4 — 115.7 Net income (loss) from continuing operations 387.3 417.0 403.0 444.1 (1,264.1 ) 387.3 Loss from discontinued operations, net of tax — — — (5.6 ) — (5.6 ) Loss from sale / impairment of discontinued operations, net of tax — — — (4.8 ) — (4.8 ) Earnings (loss) from discontinued operations of investment in subsidiaries (10.4 ) (10.4 ) (10.4 ) — 31.2 — Net income (loss) $ 376.9 $ 406.6 $ 392.6 $ 433.7 $ (1,232.9 ) $ 376.9 Comprehensive income (loss), net of tax Net income (loss) $ 376.9 $ 406.6 $ 392.6 $ 433.7 $ (1,232.9 ) $ 376.9 Changes in cumulative translation adjustment (238.4 ) (238.4 ) (238.4 ) (238.4 ) 715.2 (238.4 ) Changes in market value of derivative financial instruments (1.6 ) (1.6 ) (1.6 ) (1.6 ) 4.8 (1.6 ) Comprehensive income (loss) $ 136.9 $ 166.6 $ 152.6 $ 193.7 $ (512.9 ) $ 136.9 Condensed Consolidating Balance Sheet September 26, 2015 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ — $ — $ 0.2 $ 144.7 $ — $ 144.9 Accounts and notes receivable, net — — — 1,136.5 — 1,136.5 Inventories — — — 1,296.2 — 1,296.2 Other current assets 1.1 14.8 19.7 391.7 (41.6 ) 385.7 Current assets held for sale — — — 0.9 — 0.9 Total current assets 1.1 14.8 19.9 2,970.0 (41.6 ) 2,964.2 Property, plant and equipment, net — — — 921.4 — 921.4 Other assets Investments in subsidiaries 4,981.6 4,969.9 9,873.3 — (19,824.8 ) — Goodwill — — — 5,827.4 — 5,827.4 Intangibles, net — — — 2,515.6 — 2,515.6 Other non-current assets 36.9 — 1,232.6 367.5 (1,210.3 ) 426.7 Non-current assets held for sale — — — 15.6 — 15.6 Total other assets 5,018.5 4,969.9 11,105.9 8,726.1 (21,035.1 ) 8,785.3 Total assets $ 5,019.6 $ 4,984.7 $ 11,125.8 $ 12,617.5 $ (21,076.7 ) $ 12,670.9 Liabilities and Equity Current liabilities Current maturities of long-term debt and short-term borrowings $ — $ — $ — $ 3.2 $ — $ 3.2 Accounts payable 1.3 — 0.8 528.9 — 531.0 Employee compensation and benefits 0.3 0.1 — 264.2 — 264.6 Other current liabilities 66.1 1.4 15.8 652.2 (41.6 ) 693.9 Current liabilities held for sale — — — 3.5 — 3.5 Total current liabilities 67.7 1.5 16.6 1,452.0 (41.6 ) 1,496.2 Other liabilities Long-term debt 402.2 1.6 4,844.8 944.9 (1,210.3 ) 4,983.2 Pension and other post-retirement compensation and benefits — — — 301.6 — 301.6 Deferred tax liabilities — — 2.9 825.0 — 827.9 Other non-current liabilities 13.8 — — 511.8 — 525.6 Non-current liabilities held for sale — — — 0.5 — 0.5 Total liabilities 483.7 3.1 4,864.3 4,035.8 (1,251.9 ) 8,135.0 Equity 4,535.9 4,981.6 6,261.5 8,581.7 (19,824.8 ) 4,535.9 Total liabilities and equity $ 5,019.6 $ 4,984.7 $ 11,125.8 $ 12,617.5 $ (21,076.7 ) $ 12,670.9 Condensed Consolidating Statement of Cash Flows Nine months ended September 26, 2015 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Operating activities Net cash provided by (used for) operating activities $ 421.3 $ 393.3 $ 406.1 $ 408.1 $ (1,232.9 ) $ 395.9 Investing activities Capital expenditures — — — (100.6 ) — (100.6 ) Proceeds from sale of property and equipment — — — 24.8 — 24.8 Acquisitions, net of cash acquired — — — (1,913.0 ) — (1,913.0 ) Net intercompany loan activity — — 1,657.8 (149.8 ) (1,508.0 ) — Other — — — (0.8 ) — (0.8 ) Net cash provided by (used for) investing activities of continuing operations — — 1,657.8 (2,139.4 ) (1,508.0 ) (1,989.6 ) Net cash provided by (used for) investing activities of discontinued operations — — — 59.0 — 59.0 Net cash provided by (used for) investing activities — — 1,657.8 (2,080.4 ) (1,508.0 ) (1,930.6 ) Financing activities Net repayments of short-term borrowings — — — (2.0 ) — (2.0 ) Net receipts of commercial paper and revolving long-term debt — — 274.9 1.6 — 276.5 Proceeds from long-term debt — — 1,714.8 — — 1,714.8 Repayments of long-term debt — — — (4.6 ) — (4.6 ) Debt issuance costs — — (26.8 ) — — (26.8 ) Net change in advances to subsidiaries (48.0 ) (393.3 ) (4,021.2 ) 1,721.6 2,740.9 — Excess tax benefits from share-based compensation — — — 6.0 — 6.0 Shares issued to employees, net of shares withheld — — — 21.9 — 21.9 Repurchases of ordinary shares (200.0 ) — — — — (200.0 ) Dividends paid (173.3 ) — — — — (173.3 ) Net cash provided by (used for) financing activities (421.3 ) (393.3 ) (2,058.3 ) 1,744.5 2,740.9 1,612.5 Effect of exchange rate changes on cash and cash equivalents — — (5.5 ) (37.8 ) — (43.3 ) Change in cash and cash equivalents — — 0.1 34.4 — 34.5 Cash and cash equivalents, beginning of period — — 0.1 110.3 — 110.4 Cash and cash equivalents, end of period $ — $ — $ 0.2 $ 144.7 $ — $ 144.9 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three months ended September 27, 2014 In millions Parent Subsidiary Subsidiary Non-guarantor Eliminations Consolidated Net sales $ — $ — $ — $ 1,758.4 $ — $ 1,758.4 Cost of goods sold — — — 1,133.7 — 1,133.7 Gross profit — — — 624.7 — 624.7 Selling, general and administrative 3.2 1.5 0.8 323.3 — 328.8 Research and development — — — 28.5 — 28.5 Operating income (loss) (3.2 ) (1.5 ) (0.8 ) 272.9 — 267.4 Loss (earnings) from continuing operations of investment in subsidiaries (195.7 ) (198.1 ) (206.3 ) — 600.1 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (0.3 ) — (0.3 ) Loss on sale of business — — — — — — Net interest expense — 0.9 1.0 15.2 — 17.1 Income (loss) from continuing operations before income taxes 192.5 195.7 204.5 258.0 (600.1 ) 250.6 Provision for income taxes — — 58.1 — 58.1 Net income (loss) from continuing operations 192.5 195.7 204.5 199.9 (600.1 ) 192.5 Income from discontinued operations, net of tax — — — 1.6 — 1.6 Loss from sale of discontinued operations, net of tax — — — (380.1 ) — (380.1 ) Earnings (loss) from discontinued operations of investment in subsidiaries (378.5 ) (378.5 ) (378.5 ) — 1,135.5 — Net income (loss) $ (186.0 ) $ (182.8 ) $ (174.0 ) $ (178.6 ) $ 535.4 $ (186.0 ) Comprehensive income (loss), net of tax Net income (loss) $ (186.0 ) $ (182.8 ) $ (174.0 ) $ (178.6 ) $ 535.4 $ (186.0 ) Changes in cumulative translation adjustment (178.8 ) (178.8 ) (178.8 ) (178.8 ) 536.4 (178.8 ) Changes in market value of derivative financial instruments 0.8 0.8 0.8 0.8 (2.4 ) 0.8 Comprehensive income (loss) $ (364.0 ) $ (360.8 ) $ (352.0 ) $ (356.6 ) $ 1,069.4 $ (364.0 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Nine months ended September 27, 2014 In millions Parent Subsidiary Subsidiary Non-guarantor Eliminations Consolidated Net sales $ — $ — $ — $ 5,236.5 $ — $ 5,236.5 Cost of goods sold — — — 3,401.4 — 3,401.4 Gross profit — — — 1,835.1 — 1,835.1 Selling, general and administrative 10.6 4.2 6.8 1,049.4 — 1,071.0 Research and development — — — 88.2 — 88.2 Operating income (loss) (10.6 ) (4.2 ) (6.8 ) 697.5 — 675.9 Loss (earnings) from continuing operations of investment in subsidiaries (488.5 ) (493.9 ) (484.0 ) — 1,466.4 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (0.9 ) — (0.9 ) Loss on sale of business — — — 0.2 — 0.2 Net interest expense 0.7 1.2 2.0 47.2 — 51.1 Income (loss) from continuing operations before income taxes 477.2 488.5 475.2 651.0 (1,466.4 ) 625.5 Provision for income taxes — — 1.0 147.3 — 148.3 Net income (loss) from continuing operations 477.2 488.5 474.2 503.7 (1,466.4 ) 477.2 Income from discontinued operations, net of tax — — — 2.6 — 2.6 Loss from sale/impairment of discontinued operations, net of tax — — — (385.7 ) — (385.7 ) Earnings (loss) from discontinued operations of investment in subsidiaries (383.1 ) (383.1 ) (383.1 ) — 1,149.3 — Net income (loss) $ 94.1 $ 105.4 $ 91.1 $ 120.6 $ (317.1 ) $ 94.1 Comprehensive income (loss), net of tax Net income (loss) before noncontrolling interest $ 94.1 $ 105.4 $ 91.1 $ 120.6 $ (317.1 ) $ 94.1 Changes in cumulative translation adjustment (190.3 ) (190.3 ) (190.3 ) (190.3 ) 570.9 (190.3 ) Changes in market value of derivative financial instruments 1.2 1.2 1.2 1.2 (3.6 ) 1.2 Comprehensive income (loss) $ (95.0 ) $ (83.7 ) $ (98.0 ) $ (68.5 ) $ 250.2 $ (95.0 ) Condensed Consolidating Balance Sheet December 31, 2014 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated 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 Condensed Consolidating Statement of Cash Flows Nine months ended September 27, 2014 In millions Parent Subsidiary Subsidiary Non-guarantor Eliminations Consolidated Operating activities Net cash provided by (used for) operating activities $ 99.4 $ 94.2 $ 88.1 $ 718.8 $ (317.1 ) $ 683.4 Investing activities Capital expenditures — — — (92.5 ) — (92.5 ) Proceeds from sale of property and equipment — — — 4.1 — 4.1 Other — — — 0.9 — 0.9 Net cash provided by (used for) investing activities — — — (87.5 ) — (87.5 ) Financing activities Net receipts of short-term borrowings — — — 0.3 — 0.3 Net receipts of commercial paper and revolving long-term debt — — 416.7 9.5 — 426.2 Repayments of long-term debt — — — (13.2 ) — (13.2 ) Excess tax benefits from share-based compensation — — — 10.0 — 10.0 Net change in advances to subsidiaries 455.6 (94.2 ) (551.6 ) (126.9 ) 317.1 — Shares issued to employees, net of shares withheld — — — 30.3 — 30.3 Repurchases of ordinary shares (399.3 ) — — (450.7 ) — (850.0 ) Dividends paid (156.2 ) — — — — (156.2 ) Purchase of noncontrolling interest — — — (134.7 ) — (134.7 ) Net cash provided by (used for) financing activities (99.9 ) (94.2 ) (134.9 ) (675.4 ) 317.1 (687.3 ) Effect of exchange rate changes on cash and cash equivalents — — — (8.0 ) — (8.0 ) Change in cash and cash equivalents (0.5 ) — (46.8 ) (52.1 ) — (99.4 ) Cash and cash equivalents, beginning of period 0.5 — 47.0 208.5 — 256.0 Cash and cash equivalents, end of period $ — $ — $ 0.2 $ 156.4 $ — $ 156.6 |