UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 17, 2014
Commission file number 001-11625
Pentair plc
(Exact name of Registrant as specified in its charter)
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Ireland | | 98-1141328 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification number) |
P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU United Kingdom
(Address of principal executive offices)
Registrant’s telephone number, including area code: 44-161-703-1885
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01 Regulation FD Disclosure
On December 17, 2014, Pentair plc (the “Company”) issued a press release updating fourth quarter and full year 2014 adjusted earnings per share (“EPS”) guidance and providing 2015 adjusted EPS guidance. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
This press release refers to certain non-GAAP financial measures (adjusted operating income, adjusted operating margins, adjusted earnings per share, and pro forma financial information) and a reconciliation of those non-GAAP financial measures to the corresponding financial measures contained in the Company’s financial statements prepared in accordance with generally accepted accounting principles.
The expected full year 2014 adjusted operating income, adjusted operating margins and adjusted earnings per share eliminate certain targeted restructuring activities, certain expenses related to the redomicile of the Company and certain tax items. The 2013 adjusted operating income, adjusted operating margins and adjusted earnings per share eliminate certain expenses incurred related to the merger with the Flow Control business of Tyco International Ltd., certain targeted restructuring activities, "mark-to-market" gain for pension and other post-retirement plans, impairments, certain expenses related to the redomicile of the Company, gain on the sale of businesses, certain tax items and interest expense. Management utilizes these adjusted financial measures to assess the run-rate of its continuing operations against those of prior periods without the distortion of these factors. The Company believes that these non-GAAP financial measures will be useful to investors as well to assess the continuing strength of the Company’s underlying continuing operations.
The information contained in Item 7.01 of this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 Financial Statements and Exhibits
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(a) | Financial Statements of Businesses Acquired |
Not applicable.
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(b) | Pro Forma Financial Information |
Not applicable.
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(c) | Shell Company Transactions |
Not applicable
The following exhibit is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:
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Exhibit | | Description |
99.1 | | Pentair plc press release dated December 17, 2014 providing financial outlook for 2015 and updating 2014 earnings outlook. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 17, 2014.
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| PENTAIR PLC |
| Registrant |
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| By | /s/ John L. Stauch |
| | John L. Stauch |
| | Executive Vice President and Chief Financial Officer |
PENTAIR PLC
Exhibit Index to Current Report on Form 8-K
Dated December 17, 2014
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Exhibit Number | | Description |
99.1 | | Pentair plc press release dated December 17, 2014 providing financial outlook for 2015 and updating 2014 earnings outlook. |
Exhibit 99.1
News Release
Pentair Provides Financial Outlook for 2015;
Reaffirms Full Year 2014 Outlook
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• | Company provides full year 2015 EPS outlook of $4.20 to $4.35 |
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• | Reaffirms 2014 adjusted EPS outlook of $3.72 to $3.74 |
Reconciliations of GAAP to Non-GAAP measures are in the attached financial tables.
MANCHESTER, United Kingdom — December 17, 2014 — Pentair plc (NYSE: PNR) today provided its outlook for 2015 and reaffirmed its fourth quarter and full year 2014 sales and earnings outlook.
For full year 2015, the company is providing an adjusted earnings per diluted share (EPS) outlook of $4.20 to $4.35, which represents an increase of 13 to 17 percent from the mid-point of the 2014 adjusted EPS outlook. The company anticipates full year 2015 sales to be approximately $7.2 billion, or up 2 to 4 percent on a core basis compared to estimated 2014 sales. The company expects to generate greater than $925 million in free cash flow or greater than 115% of net income in 2015.
"We had another successful year of integration and made significant progress in expanding our operating margins, generating strong free cash flow, and returning cash to shareholders," said Randall J. Hogan, Chairman and Chief Executive Officer. "While we expect modest global GDP growth next year, we expect to deliver another year of solid margin expansion, mid-teens adjusted EPS growth, and free cash flow well in excess of net income."
Pentair expects fourth quarter 2014 adjusted EPS to be in the range of $1.02 to $1.04, up approximately 20 percent versus the same quarter last year's adjusted EPS. The company expects full year 2014 adjusted EPS to be in the range of $3.72 to $3.74, which represents an increase of 22 percent over 2013 adjusted EPS of $3.05.
CONFERENCE CALL
Pentair Chairman and CEO Randall J. Hogan and Chief Financial Officer John L. Stauch will discuss the company’s outlook on a two-way conference call with investors at 9:00 a.m. Eastern today. A live audio webcast of the call, along with the related presentation, can be accessed in the Investors section of the company’s website, www.pentair.com, shortly before the call begins. Reconciliations of non-GAAP financial measures are set forth in the attachments to this release and in the presentation, both of which can be found on Pentair’s website. The webcast and presentation will be archived at the company’s website following the conclusion of the event.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “positioned,” “strategy,” “future” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the ability to successfully integrate the Flow Control business and achieve expected benefits from such combination; the ability to successfully complete the disposition of our Water Transport business on anticipated terms and timetable; overall global economic and business conditions; competition and pricing pressures in the markets we serve; the strength of housing and related markets; volatility in currency exchange rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; increased risks associated with operating foreign businesses; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the ability to
successfully identify, complete and integrate acquisitions; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; the ability to achieve our long-term strategic operating goals; and the ability to achieve the expected benefits from our recent redomicile. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission (“SEC”), including in our 2013 Annual Report on Form 10-K. All forward-looking statements speak only as of the date of this report. We assume no obligation, and disclaim any obligation, to update the information contained in this report.
ABOUT PENTAIR PLC
Pentair plc (www.pentair.com) delivers industry-leading products, services and solutions for its customers’ diverse needs in water and other fluids, thermal management and equipment protection. With 2013 revenues of $7.0 billion, Pentair employs approximately 30,000 people worldwide.
PENTAIR CONTACTS:
Jim Lucas
Vice President, Investor Relations
Direct: 763-656-5575
Email: jim.lucas@pentair.com
Betsy Day
Corporate Communications
Direct: 763-267-2437
Email: betsy.day@pentair.com
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Pentair plc and Subsidiaries |
Reconciliation of the GAAP “As Reported” year ended December 31, 2014 to the “Adjusted” non-GAAP |
excluding the effect of 2014 adjustments (Unaudited) |
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| Actual | | Forecast |
In millions, except per-share data | First Quarter | Second Quarter | | Full Year |
Total Pentair | | | | | |
Net sales | $ | 1,644.0 |
| $ | 1,834.1 |
| | approx | $ | 7,100 |
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Operating income—as reported | 182.1 |
| 226.4 |
| | approx | 939 |
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% of net sales | 11.1 | % | 12.3 | % | | approx | 13.2 | % |
Adjustments: | | | |
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Restructuring and other | 17.0 |
| 44.1 |
| | approx | 61 |
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Redomicile related expenses | 1.5 |
| 8.8 |
| | approx | 10 |
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Operating income—as adjusted | 200.6 |
| 279.3 |
| | approx | 1,010 |
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% of net sales | 12.2 | % | 15.2 | % | | approx | 14.3 | % |
Net income from continuing operations attributable to Pentair plc—as reported | 125.5 |
| 159.2 |
| | approx | 667 |
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Adjustments, net of tax | 16.4 |
| 41.5 |
| | approx | 58 |
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Net income from continuing operations attributable to Pentair plc—as adjusted | $ | 141.9 |
| $ | 200.7 |
| | approx | $ | 725 |
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Continuing earnings per ordinary share attributable to Pentair plc—diluted | | | |
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Diluted earnings per ordinary share—as reported | $ | 0.63 |
| $ | 0.81 |
| | approx | $3.43 - $3.45 |
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Adjustments | 0.08 |
| 0.21 |
| | approx | 0.29 |
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Diluted earnings per ordinary share—as adjusted | $ | 0.71 |
| $ | 1.02 |
| | approx | $3.72 - $3.74 |
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Pentair plc and Subsidiaries |
Reconciliation of the GAAP “As Reported” year ended December 31, 2013 to the “Adjusted” non-GAAP |
excluding the effect of 2013 adjustments (Unaudited) |
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In millions, except per-share data | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | | Year |
Total Pentair | | | | | | |
Net sales | $ | 1,663.7 |
| $ | 1,791.7 |
| $ | 1,713.3 |
| $ | 1,831.0 |
| | $ | 6,999.7 |
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Operating income —as reported | 66.4 |
| 204.9 |
| 230.0 |
| 241.3 |
| | 742.6 |
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% of net sales | 4.0 | % | 11.4 | % | 13.4 | % | 13.2 | % | | 10.6 | % |
Adjustments: | | | | | | |
Inventory step-up and customer backlog | 76.6 |
| 10.0 |
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| | 86.6 |
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Restructuring and other | 26.6 |
| 31.3 |
| 7.9 |
| 54.1 |
| | 119.9 |
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Pension and other post-retirement mark-to-market gain | — |
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| (63.2 | ) | | (63.2 | ) |
Trade name impairment | — |
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| 11.0 |
| | 11.0 |
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Redomicile related expenses | — |
| — |
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| 5.4 |
| | 5.4 |
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Operating income—as adjusted | 169.6 |
| 246.2 |
| 237.9 |
| 248.6 |
| | 902.3 |
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% of net sales | 10.2 | % | 13.7 | % | 13.9 | % | 13.6 | % | | 12.9 | % |
Net income from continuing operations attributable to Pentair plc—as reported | 45.2 |
| 138.6 |
| 165.0 |
| 162.9 |
| | 511.7 |
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Gain on sale of businesses, net of tax | (12.5 | ) | — |
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| (3.0 | ) | | (15.5 | ) |
Interest expense | — |
| 1.6 |
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| — |
| | 1.6 |
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Adjustments, net of tax | 79.8 |
| 33.0 |
| 0.5 |
| 13.4 |
| | 126.7 |
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Net income from continuing operations attributable to Pentair plc—as adjusted | $ | 112.5 |
| $ | 173.2 |
| $ | 165.5 |
| $ | 173.3 |
| | $ | 624.5 |
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Continuing earnings per ordinary share attributable to Pentair plc—diluted | | | | | | |
Diluted earnings per ordinary share—as reported | $ | 0.22 |
| $ | 0.67 |
| $ | 0.81 |
| $ | 0.81 |
| | $ | 2.50 |
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Adjustments | 0.32 |
| 0.17 |
| 0.01 |
| 0.05 |
| | 0.55 |
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Diluted earnings per ordinary share—as adjusted | $ | 0.54 |
| $ | 0.84 |
| $ | 0.82 |
| $ | 0.86 |
| | $ | 3.05 |
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