Financial Statements of Parent Company Guarantor | 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 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 June 30, 2016 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ — $ — $ 1,733.3 $ — $ 1,733.3 Cost of goods sold — — — 1,134.1 — 1,134.1 Gross profit — — — 599.2 — 599.2 Selling, general and administrative 1.1 — — 347.3 — 348.4 Research and development — — — 33.9 — 33.9 Operating income (loss) (1.1 ) — — 218.0 — 216.9 Loss (earnings) from investment in subsidiaries (143.8 ) (143.8 ) (172.6 ) — 460.2 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (1.0 ) — (1.0 ) Net interest expense — — 28.8 6.7 — 35.5 Income (loss) before income taxes 142.7 143.8 143.8 212.3 (460.2 ) 182.4 Provision (benefit) for income taxes (0.1 ) — — 39.7 — 39.6 Net income (loss) $ 142.8 $ 143.8 $ 143.8 $ 172.6 $ (460.2 ) $ 142.8 Comprehensive income (loss), net of tax Net income (loss) $ 142.8 $ 143.8 $ 143.8 $ 172.6 $ (460.2 ) $ 142.8 Changes in cumulative translation adjustment (25.8 ) (25.8 ) (25.8 ) (25.8 ) 77.4 (25.8 ) Changes in market value of derivative financial instruments 10.9 10.9 10.9 10.9 (32.7 ) 10.9 Comprehensive income (loss) $ 127.9 $ 128.9 $ 128.9 $ 157.7 $ (415.5 ) $ 127.9 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Six months ended June 30, 2016 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ — $ — $ 3,308.8 $ — $ 3,308.8 Cost of goods sold — — — 2,174.2 — 2,174.2 Gross profit — — — 1,134.6 — 1,134.6 Selling, general and administrative 9.5 — 0.9 669.6 — 680.0 Research and development — — — 67.1 — 67.1 Operating income (loss) (9.5 ) — (0.9 ) 397.9 — 387.5 Loss (earnings) from continuing operations of investment in subsidiaries (259.6 ) (259.6 ) (316.7 ) — 835.9 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (1.9 ) — (1.9 ) Net interest expense — — 56.2 15.7 — 71.9 Income (loss) before income taxes 250.1 259.6 259.6 384.1 (835.9 ) 317.5 Provision (benefit) for income taxes (0.1 ) — — 67.4 — 67.3 Net income (loss) $ 250.2 $ 259.6 $ 259.6 $ 316.7 $ (835.9 ) $ 250.2 Comprehensive income (loss), net of tax Net income (loss) $ 250.2 $ 259.6 $ 259.6 $ 316.7 $ (835.9 ) $ 250.2 Changes in cumulative translation adjustment 2.2 2.2 2.2 2.2 (6.6 ) 2.2 Changes in market value of derivative financial instruments (3.8 ) (3.8 ) (3.8 ) (3.8 ) 11.4 (3.8 ) Comprehensive income (loss) $ 248.6 $ 258.0 $ 258.0 $ 315.1 $ (831.1 ) $ 248.6 Condensed Consolidating Balance Sheet June 30, 2016 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ — $ — $ — $ 173.3 $ — $ 173.3 Accounts and notes receivable, net — — — 1,086.2 — 1,086.2 Inventories — — — 1,133.2 — 1,133.2 Other current assets 7.7 6.4 0.1 398.0 (12.1 ) 400.1 Total current assets 7.7 6.4 0.1 2,790.7 (12.1 ) 2,792.8 Property, plant and equipment, net — — — 937.6 — 937.6 Other assets Investments in subsidiaries 4,257.6 4,241.7 9,005.2 — (17,504.5 ) — Goodwill — — — 5,231.5 — 5,231.5 Intangibles, net — — — 2,419.6 — 2,419.6 Other non-current assets 8.7 10.9 682.2 1,327.7 (1,667.2 ) 362.3 Total other assets 4,266.3 4,252.6 9,687.4 8,978.8 (19,171.7 ) 8,013.4 Total assets $ 4,274.0 $ 4,259.0 $ 9,687.5 $ 12,707.1 $ (19,183.8 ) $ 11,743.8 Liabilities and Equity Current liabilities Current maturities of long-term debt and short-term borrowings $ — $ — $ — $ — $ — $ — Accounts payable 0.1 — — 531.6 — 531.7 Employee compensation and benefits 0.8 — — 215.5 — 216.3 Other current liabilities 66.8 1.4 36.4 575.4 (12.1 ) 667.9 Total current liabilities 67.7 1.4 36.4 1,322.5 (12.1 ) 1,415.9 Other liabilities Long-term debt 37.2 — 5,406.1 775.6 (1,667.2 ) 4,551.7 Pension and other post-retirement compensation and benefits — — — 282.0 — 282.0 Deferred tax liabilities — — 3.0 812.2 — 815.2 Other non-current liabilities 2.8 — — 509.9 — 512.7 Total liabilities 107.7 1.4 5,445.5 3,702.2 (1,679.3 ) 7,577.5 Equity 4,166.3 4,257.6 4,242.0 9,004.9 (17,504.5 ) 4,166.3 Total liabilities and equity $ 4,274.0 $ 4,259.0 $ 9,687.5 $ 12,707.1 $ (19,183.8 ) $ 11,743.8 Condensed Consolidating Statement of Cash Flows Six months ended June 30, 2016 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Operating activities Net cash provided by (used for) operating activities $ 269.2 $ 243.7 $ 270.9 $ 421.6 $ (835.9 ) $ 369.5 Investing activities Capital expenditures — — — (74.6 ) — (74.6 ) Proceeds from sale of property and equipment — — — 9.5 — 9.5 Net intercompany loan activity — — 431.2 (65.4 ) (365.8 ) — Other — — — (3.0 ) — (3.0 ) Net cash provided by (used for) investing activities — — 431.2 (133.5 ) (365.8 ) (68.1 ) Financing activities Net receipts (repayments) of commercial paper and revolving long-term debt — — (123.1 ) (16.7 ) — (139.8 ) Repayments of long-term debt — — — (0.7 ) — (0.7 ) Net change in advances to subsidiaries (157.8 ) (243.7 ) (581.9 ) (218.3 ) 1,201.7 — Excess tax benefits from share-based compensation — — — 3.2 — 3.2 Shares issued to employees, net of shares withheld 8.3 — — — — 8.3 Dividends paid (119.7 ) — — — — (119.7 ) Net cash provided by (used for) financing activities (269.2 ) (243.7 ) (705.0 ) (232.5 ) 1,201.7 (248.7 ) Effect of exchange rate changes on cash and cash equivalents — — 2.8 (8.5 ) — (5.7 ) Change in cash and cash equivalents — — (0.1 ) 47.1 — 47.0 Cash and cash equivalents, beginning of period — — 0.1 126.2 — 126.3 Cash and cash equivalents, end of period $ — $ — $ — $ 173.3 $ — $ 173.3 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three months ended June 27, 2015 In millions Parent Subsidiary Subsidiary Non-guarantor Eliminations Consolidated Net sales $ — $ — $ — $ 1,661.2 $ — $ 1,661.2 Cost of goods sold — — — 1,095.0 — 1,095.0 Gross profit — — — 566.2 — 566.2 Selling, general and administrative 9.5 — 0.9 308.9 — 319.3 Research and development — — — 29.0 — 29.0 Operating income (loss) (9.5 ) — (0.9 ) 228.3 — 217.9 Loss (earnings) from continuing operations of investment in subsidiaries (163.3 ) (163.8 ) (161.7 ) — 488.8 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (0.6 ) — (0.6 ) Net interest expense — 0.5 0.4 17.7 — 18.6 Income (loss) from continuing operations before income taxes 153.8 163.3 160.4 211.2 (488.8 ) 199.9 Provision (benefit) for income taxes (0.1 ) — — 46.1 — 46.0 Net income (loss) from continuing operations 153.9 163.3 160.4 165.1 (488.8 ) 153.9 Loss from discontinued operations, net of tax — — — (1.3 ) — (1.3 ) Loss from sale of discontinued operations, net of tax — — — (4.8 ) — (4.8 ) Earnings (loss) from discontinued operations of investment in subsidiaries (6.1 ) (6.1 ) (6.1 ) — 18.3 — Net income (loss) $ 147.8 $ 157.2 $ 154.3 $ 159.0 $ (470.5 ) $ 147.8 Comprehensive income (loss), net of tax Net income (loss) $ 147.8 $ 157.2 $ 154.3 $ 159.0 $ (470.5 ) $ 147.8 Changes in cumulative translation adjustment 21.6 21.6 21.6 21.6 (64.8 ) 21.6 Changes in market value of derivative financial instruments (0.8 ) (0.8 ) (0.8 ) (0.8 ) 2.4 (0.8 ) Comprehensive income (loss) $ 168.6 $ 178.0 $ 175.1 $ 179.8 $ (532.9 ) $ 168.6 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Six months ended June 27, 2015 In millions Parent Subsidiary Subsidiary Non-guarantor Eliminations Consolidated Net sales $ — $ — $ — $ 3,136.2 $ — $ 3,136.2 Cost of goods sold — — — 2,059.8 — 2,059.8 Gross profit — — — 1,076.4 — 1,076.4 Selling, general and administrative 12.7 0.1 1.9 613.8 — 628.5 Research and development — — — 58.8 — 58.8 Operating income (loss) (12.7 ) (0.1 ) (1.9 ) 403.8 — 389.1 Loss (earnings) from continuing operations of investment in subsidiaries (284.1 ) (285.5 ) (280.2 ) — 849.8 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (1.1 ) — (1.1 ) Net interest expense — 1.3 3.9 31.6 — 36.8 Income (loss) from continuing operations before income taxes 271.4 284.1 274.4 373.3 (849.8 ) 353.4 Provision for income taxes (0.7 ) — — 82.0 — 81.3 Net income (loss) from continuing operations 272.1 284.1 274.4 291.3 (849.8 ) 272.1 Income 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) $ 261.7 $ 273.7 $ 264.0 $ 280.9 $ (818.6 ) $ 261.7 Comprehensive income (loss), net of tax Net income (loss) before noncontrolling interest $ 261.7 $ 273.7 $ 264.0 $ 280.9 $ (818.6 ) $ 261.7 Changes in cumulative translation adjustment (152.6 ) (152.6 ) (152.6 ) (152.6 ) 457.8 (152.6 ) Changes in market value of derivative financial instruments (0.9 ) (0.9 ) (0.9 ) (0.9 ) 2.7 (0.9 ) Comprehensive income (loss) $ 108.2 $ 120.2 $ 110.5 $ 127.4 $ (358.1 ) $ 108.2 Condensed Consolidating Balance Sheet December 31, 2015 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ — $ — $ 0.1 $ 126.2 $ — $ 126.3 Accounts and notes receivable, net 0.1 — — 1,167.6 — 1,167.7 Inventories — — — 1,174.3 — 1,174.3 Other current assets 25.2 12.8 — 309.2 (37.9 ) 309.3 Total current assets 25.3 12.8 0.1 2,777.3 (37.9 ) 2,777.6 Property, plant and equipment, net — — — 942.8 — 942.8 Other assets Investments in subsidiaries 4,495.6 4,486.1 10,151.1 — (19,132.8 ) — Goodwill — — — 5,255.4 — 5,255.4 Intangibles, net — — — 2,490.1 — 2,490.1 Other non-current assets 12.6 — 190.1 352.1 (187.2 ) 367.6 Total other assets 4,508.2 4,486.1 10,341.2 8,097.6 (19,320.0 ) 8,113.1 Total assets $ 4,533.5 $ 4,498.9 $ 10,341.3 $ 11,817.7 $ (19,357.9 ) $ 11,833.5 Liabilities and Equity Current liabilities Current maturities of long-term debt and short-term borrowings $ — $ — $ — $ 0.7 $ — $ 0.7 Accounts payable 0.6 — 0.3 577.9 — 578.8 Employee compensation and benefits 0.4 0.1 — 262.4 — 262.9 Other current liabilities 61.7 1.5 27.1 591.7 (37.9 ) 644.1 Total current liabilities 62.7 1.6 27.4 1,432.7 (37.9 ) 1,486.5 Other liabilities Long-term debt 453.3 1.7 4,535.5 (117.5 ) (187.2 ) 4,685.8 Pension and other post-retirement compensation and benefits — — — 287.2 — 287.2 Deferred tax liabilities — — 3.1 841.1 — 844.2 Other non-current liabilities 8.7 — — 512.3 — 521.0 Total liabilities 524.7 3.3 4,566.0 2,955.8 (225.1 ) 7,824.7 Equity 4,008.8 4,495.6 5,775.3 8,861.9 (19,132.8 ) 4,008.8 Total liabilities and equity $ 4,533.5 $ 4,498.9 $ 10,341.3 $ 11,817.7 $ (19,357.9 ) $ 11,833.5 Condensed Consolidating Statement of Cash Flows June 27, 2015 In millions Parent Subsidiary Subsidiary Non-guarantor Eliminations Consolidated Operating activities Net cash provided by (used for) operating activities $ 256.9 $ 260.3 $ 262.7 $ 224.2 $ (818.6 ) $ 185.5 Investing activities Capital expenditures — — — (66.8 ) — (66.8 ) Proceeds from sale of property and equipment — — — 23.1 — 23.1 Acquisitions, net of cash acquired — — — (99.0 ) — (99.0 ) Intercompany loan activity — — (610.8 ) (397.9 ) 1,008.7 — Other — — — (0.5 ) — (0.5 ) Net cash provided by (used for) investing activities of continuing operations — — (610.8 ) (541.1 ) 1,008.7 (143.2 ) Net cash provided by (used for) investing activities of discontinued operations — — — 59.0 — 59.0 Net cash provided by (used for) investing activities — — (610.8 ) (482.1 ) 1,008.7 (84.2 ) Financing activities Net receipts of short-term borrowings — — — (0.3 ) — (0.3 ) Net receipts (repayments) of commercial paper and revolving long-term debt — — 260.8 2.6 — 263.4 Repayments of long-term debt — — — (4.3 ) — (4.3 ) Net change in advances to subsidiaries 58.7 (260.3 ) 87.3 304.4 (190.1 ) — Excess tax benefits from share-based compensation — — — 4.6 — 4.6 Shares issued to employees, net of shares withheld — — — 17.3 — 17.3 Repurchases of ordinary shares (200.0 ) — — — — (200.0 ) Dividends paid (115.6 ) — — — — (115.6 ) Net cash provided by (used for) financing activities (256.9 ) (260.3 ) 348.1 324.3 (190.1 ) (34.9 ) Effect of exchange rate changes on cash and cash equivalents — — — (29.5 ) — (29.5 ) Change in cash and cash equivalents — — — 36.9 — 36.9 Cash and cash equivalents, beginning of period — — 0.1 110.3 — 110.4 Cash and cash equivalents, end of period $ — $ — $ 0.1 $ 147.2 $ — $ 147.3 |