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 private 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 September 30, 2017 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ — $ — $ 1,226.8 $ — $ 1,226.8 Cost of goods sold — — — 771.5 — 771.5 Gross profit — — — 455.3 — 455.3 Selling, general and administrative 4.2 — — 230.5 — 234.7 Research and development — — — 28.4 — 28.4 Operating income (loss) (4.2 ) — — 196.4 — 192.2 Loss (earnings) from continuing operations of investment in subsidiaries (130.9 ) (130.7 ) (115.3 ) — 376.9 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (0.3 ) — (0.3 ) Loss on sale of business — — — 3.8 — 3.8 Net interest (income) expense — (0.2 ) 10.3 3.8 — 13.9 Income (loss) from continuing operations before income taxes 126.7 130.9 105.0 189.1 (376.9 ) 174.8 Provision (benefit) for income taxes (0.4 ) — — 48.1 — 47.7 Net income (loss) from continuing operations 127.1 130.9 105.0 141.0 (376.9 ) 127.1 Loss from sale of discontinued operations, net of tax — — — (1.7 ) — (1.7 ) Earnings (loss) from discontinued operations of investment in subsidiaries (1.7 ) (1.7 ) (1.7 ) — 5.1 — Net income (loss) $ 125.4 $ 129.2 $ 103.3 $ 139.3 $ (371.8 ) $ 125.4 Comprehensive income (loss), net of tax Net income (loss) $ 125.4 $ 129.2 $ 103.3 $ 139.3 $ (371.8 ) $ 125.4 Changes in cumulative translation adjustment 34.5 34.5 34.5 34.5 (103.5 ) 34.5 Changes in market value of derivative financial instruments, net of tax (3.0 ) (3.0 ) (3.0 ) (3.0 ) 9.0 (3.0 ) Comprehensive income (loss) $ 156.9 $ 160.7 $ 134.8 $ 170.8 $ (466.3 ) $ 156.9 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Nine months ended September 30, 2017 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ — $ — $ 3,675.6 $ — $ 3,675.6 Cost of goods sold — — — 2,314.8 — 2,314.8 Gross profit — — — 1,360.8 — 1,360.8 Selling, general and administrative 0.5 0.2 0.3 729.3 — 730.3 Research and development — — — 87.1 — 87.1 Operating income (loss) (0.5 ) (0.2 ) (0.3 ) 544.4 — 543.4 Loss (earnings) from continuing operations of investment in subsidiaries (276.2 ) (276.1 ) (427.5 ) — 979.8 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (0.9 ) — (0.9 ) Loss on sale of business — — — 3.8 — 3.8 Loss on early extinguishment of debt — — 91.0 10.4 — 101.4 Net interest (income) expense — (0.3 ) 60.6 13.9 — 74.2 Income (loss) from continuing operations before income taxes 275.7 276.2 275.6 517.2 (979.8 ) 364.9 Provision (benefit) for income taxes (0.4 ) — — 89.2 — 88.8 Net income (loss) from continuing operations 276.1 276.2 275.6 428.0 (979.8 ) 276.1 Income from discontinued operations, net of tax — — — 1.9 — 1.9 Gain from sale of discontinued operations, net of tax — — — 198.9 — 198.9 Earnings (loss) from discontinued operations of investment in subsidiaries 200.8 200.8 200.8 — (602.4 ) — Net income (loss) $ 476.9 $ 477.0 $ 476.4 $ 628.8 $ (1,582.2 ) $ 476.9 Comprehensive income (loss), net of tax Net income (loss) $ 476.9 $ 477.0 $ 476.4 $ 628.8 $ (1,582.2 ) $ 476.9 Changes in cumulative translation adjustment 502.8 502.8 502.8 502.8 (1,508.4 ) 502.8 Changes in market value of derivative financial instruments, net of tax (2.3 ) (2.3 ) (2.3 ) (2.3 ) 6.9 (2.3 ) Comprehensive income (loss) $ 977.4 $ 977.5 $ 976.9 $ 1,129.3 $ (3,083.7 ) $ 977.4 Condensed Consolidating Balance Sheet September 30, 2017 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ 0.1 $ — $ 0.3 $ 108.1 $ — $ 108.5 Accounts and notes receivable, net 2.5 — — 765.7 — 768.2 Inventories — — — 579.2 — 579.2 Other current assets 2.3 2.0 7.3 250.2 (11.9 ) 249.9 Total current assets 4.9 2.0 7.6 1,703.2 (11.9 ) 1,705.8 Property, plant and equipment, net — — — 547.1 — 547.1 Other assets Investments in subsidiaries 4,993.2 4,880.7 6,989.7 — (16,863.6 ) — Goodwill — — — 4,343.6 — 4,343.6 Intangibles, net — — — 1,607.3 — 1,607.3 Other non-current assets 121.4 110.9 592.2 1,391.3 (1,790.8 ) 425.0 Total other assets 5,114.6 4,991.6 7,581.9 7,342.2 (18,654.4 ) 6,375.9 Total assets $ 5,119.5 $ 4,993.6 $ 7,589.5 $ 9,592.5 $ (18,666.3 ) $ 8,628.8 Liabilities and Equity Current liabilities Accounts payable $ 1.3 $ — $ — $ 382.1 $ — $ 383.4 Employee compensation and benefits 0.3 — — 160.2 — 160.5 Other current liabilities 74.4 0.4 4.7 461.1 (11.9 ) 528.7 Total current liabilities 76.0 0.4 4.7 1,003.4 (11.9 ) 1,072.6 Other liabilities Long-term debt — — 2,704.3 589.9 (1,790.8 ) 1,503.4 Pension and other post-retirement compensation and benefits — — — 275.1 — 275.1 Deferred tax liabilities — — — 549.5 — 549.5 Other non-current liabilities 34.9 — — 184.7 — 219.6 Total liabilities 110.9 0.4 2,709.0 2,602.6 (1,802.7 ) 3,620.2 Equity 5,008.6 4,993.2 4,880.5 6,989.9 (16,863.6 ) 5,008.6 Total liabilities and equity $ 5,119.5 $ 4,993.6 $ 7,589.5 $ 9,592.5 $ (18,666.3 ) $ 8,628.8 Condensed Consolidating Statement of Cash Flows Nine months ended September 30, 2017 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated Operating activities Net cash provided by (used for) operating activities $ 356.3 $ 475.5 $ 458.0 $ 654.1 $ (1,582.1 ) $ 361.8 Investing activities Capital expenditures — — — (50.5 ) — (50.5 ) Proceeds from sale of property and equipment — — — 7.1 — 7.1 Proceeds from sale of businesses, net — — 2,765.6 (1.6 ) — 2,764.0 Acquisitions, net of cash acquired — — — (59.5 ) — (59.5 ) Net intercompany loan activity — — 119.4 135.9 (255.3 ) — Net cash provided by (used for) investing activities of continuing operations — — 2,885.0 31.4 (255.3 ) 2,661.1 Net cash provided by (used for) investing activities of discontinued operations — — — (6.5 ) — (6.5 ) Net cash provided by (used for) investing activities — — 2,885.0 24.9 (255.3 ) 2,654.6 Financing activities Net repayments of short-term borrowings — — — (0.8 ) — (0.8 ) Net repayments of commercial paper and revolving long-term debt — — (832.7 ) (9.6 ) — (842.3 ) Repayments of long-term debt — — (1,917.8 ) (91.5 ) — (2,009.3 ) Premium paid on early extinguishment of debt — — (86.0 ) (8.9 ) — (94.9 ) Net change in advances to subsidiaries (101.6 ) (475.5 ) (572.9 ) (687.4 ) 1,837.4 — Shares issued to employees, net of shares withheld 34.3 — — — — 34.3 Repurchases of ordinary shares (100.0 ) — — — — (100.0 ) Dividends paid (188.9 ) — — — — (188.9 ) Net cash provided by (used for) financing activities (356.2 ) (475.5 ) (3,409.4 ) (798.2 ) 1,837.4 (3,201.9 ) Effect of exchange rate changes on cash and cash equivalents — — 66.7 (11.2 ) — 55.5 Change in cash and cash equivalents 0.1 — 0.3 (130.4 ) — (130.0 ) Cash and cash equivalents, beginning of period — — — 238.5 — 238.5 Cash and cash equivalents, end of period $ 0.1 $ — $ 0.3 $ 108.1 $ — $ 108.5 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three months ended September 30, 2016 In millions Parent Subsidiary Subsidiary Non-guarantor Eliminations Consolidated Net sales $ — $ — $ — $ 1,210.7 $ — $ 1,210.7 Cost of goods sold — — — 769.8 — 769.8 Gross profit — — — 440.9 — 440.9 Selling, general and administrative — — 0.3 228.1 — 228.4 Research and development — — — 29.7 — 29.7 Operating income — — (0.3 ) 183.1 — 182.8 Loss (earnings) from continuing operations of investment in subsidiaries (117.5 ) (117.5 ) (145.6 ) — 380.6 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (1.2 ) — (1.2 ) Net interest expense — — 27.8 6.5 — 34.3 Income (loss) from continuing operations before income taxes 117.5 117.5 117.5 177.8 (380.6 ) 149.7 Provision for income taxes — — — 32.2 — 32.2 Net income (loss) from continuing operations 117.5 117.5 117.5 145.6 (380.6 ) 117.5 Income from discontinued operations, net of tax — — — 22.9 — 22.9 Gain from sale of discontinued operations, net of tax — — — 0.6 — 0.6 Earnings (loss) from discontinued operations of investment in subsidiaries 23.5 23.5 23.5 — (70.5 ) — Net income (loss) $ 141.0 $ 141.0 $ 141.0 $ 169.1 $ (451.1 ) $ 141.0 Comprehensive income (loss), net of tax Net income (loss) $ 141.0 $ 141.0 $ 141.0 $ 169.1 $ (451.1 ) $ 141.0 Changes in cumulative translation adjustment 34.9 34.9 34.9 34.9 (104.7 ) 34.9 Changes in market value of derivative financial instruments, net of tax (4.8 ) (4.8 ) (4.8 ) (4.8 ) 14.4 (4.8 ) Comprehensive income (loss) $ 171.1 $ 171.1 $ 171.1 $ 199.2 $ (541.4 ) $ 171.1 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Nine months ended September 30, 2016 In millions Parent Subsidiary Subsidiary Non-guarantor Eliminations Consolidated Net sales $ — $ — $ — $ 3,701.9 $ — $ 3,701.9 Cost of goods sold — — — 2,347.9 — 2,347.9 Gross profit — — — 1,354.0 — 1,354.0 Selling, general and administrative 1.7 — 1.3 725.2 — 728.2 Research and development — — — 86.9 — 86.9 Operating income (loss) (1.7 ) — (1.3 ) 541.9 — 538.9 Loss (earnings) from continuing operations of investment in subsidiaries (343.6 ) (343.6 ) (428.8 ) — 1,116.0 — Other (income) expense: Equity income of unconsolidated subsidiaries — — — (2.7 ) — (2.7 ) Net interest expense — — 83.9 22.0 — 105.9 Income (loss) from continuing operations before income taxes 341.9 343.6 343.6 522.6 (1,116.0 ) 435.7 Provision (benefit) for income taxes (0.1 ) — — 93.8 — 93.7 Net income (loss) from continuing operations 342.0 343.6 343.6 428.8 (1,116.0 ) 342.0 Income from discontinued operations, net of tax — — — 48.6 — 48.6 Gain from sale of discontinued operations, net of tax — — — 0.6 — 0.6 Earnings (loss) from discontinued operations of investment in subsidiaries 49.2 49.2 49.2 — (147.6 ) — Net income (loss) $ 391.2 $ 392.8 $ 392.8 $ 478.0 $ (1,263.6 ) $ 391.2 Comprehensive income (loss), net of tax Net income (loss) $ 391.2 $ 392.8 $ 392.8 $ 478.0 $ (1,263.6 ) $ 391.2 Changes in cumulative translation adjustment 37.1 37.1 37.1 37.1 (111.3 ) 37.1 Changes in market value of derivative financial instruments, net of tax (8.6 ) (8.6 ) (8.6 ) (8.6 ) 25.8 (8.6 ) Comprehensive income (loss) $ 419.7 $ 421.3 $ 421.3 $ 506.5 $ (1,349.1 ) $ 419.7 Condensed Consolidating Balance Sheet December 31, 2016 In millions Parent Company Guarantor Subsidiary Subsidiary Issuer Non-guarantor Subsidiaries Eliminations Consolidated 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 Nine months ended September 30, 2016 In millions Parent Subsidiary Subsidiary Non-guarantor Eliminations Consolidated Operating activities Net cash provided by (used for) operating activities $ 364.1 $ 327.7 $ 327.1 $ 653.9 $ (1,116.0 ) $ 556.8 Investing activities Capital expenditures — — — (94.5 ) — (94.5 ) Proceeds from sale of property and equipment — — — 24.1 — 24.1 Net intercompany loan activity — — 497.9 (193.9 ) (304.0 ) — Other — — — (3.8 ) — (3.8 ) Net cash provided by (used for) investing activities of continuing operations — — 497.9 (268.1 ) (304.0 ) (74.2 ) Net cash provided by (used for) investing activities of discontinued operations — — — (4.3 ) — (4.3 ) Net cash provided by (used for) investing activities — — 497.9 (272.4 ) (304.0 ) (78.5 ) Financing activities Net repayments of commercial paper and revolving long-term debt — — (280.2 ) (10.9 ) — (291.1 ) Repayments of long-term debt — — — (0.7 ) — (0.7 ) Net change in advances to subsidiaries (202.6 ) (327.7 ) (557.1 ) (332.6 ) 1,420.0 — Excess tax benefits from share-based compensation — — — 8.8 — 8.8 Shares issued to employees, net of shares withheld 20.1 — — — — 20.1 Dividends paid (181.6 ) — — — — (181.6 ) Net cash provided by (used for) financing activities (364.1 ) (327.7 ) (837.3 ) (335.4 ) 1,420.0 (444.5 ) Effect of exchange rate changes on cash and cash equivalents — — 12.2 (1.4 ) — 10.8 Change in cash and cash equivalents — — (0.1 ) 44.7 — 44.6 Cash and cash equivalents, beginning of period — — 0.1 126.2 — 126.3 Cash and cash equivalents, end of period $ — $ — $ — $ 170.9 $ — $ 170.9 |