UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
i Pentair
plc
(Exact name of Registrant as specified in its charter)
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i Ireland | | i 98-1141328 |
(State
or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification number) |
i Regal House, 70 London Road, i Twickenham,
i London, i TW13QS i United
Kingdom
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: i 44- i 74- i 9421-6154
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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i ☐ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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i ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title
of each class | Trading Symbol(s) | Name of each exchange on which registered |
i Ordinary Shares, nominal value $0.01 per share | i PNR | i New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
i ☐ Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 Results of Operations and Financial Condition
This press release refers to certain non-generally accepted accounting principles (“GAAP”) financial measures (core sales, segment income, return
on sales, adjusted net income from continuing operations, adjusted diluted earnings per share from continuing operations and free cash flow) 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 GAAP. The 2019 segment income, return on sales, adjusted net income from continuing operations and adjusted diluted earnings per share from continuing operations (“EPS”) include equity income from unconsolidated subsidiaries and eliminate intangible amortization, certain targeted restructuring and other activities, deal-related costs and expenses, impairments, inventory step-up, gain/loss on sale
of businesses, pension and other post-retirement mark-to-market gain/loss and certain tax items. The 2018 segment income, return on sales, adjusted net income from continuing operations and adjusted EPS include equity income from unconsolidated subsidiaries and eliminate intangible amortization, certain targeted restructuring and other activities, corporate allocations, impairments, deal-related costs and expenses, loss on sale of businesses, pension and other post-retirement mark-to-market loss, interest expense adjustments, loss on early extinguishment of debt and certain tax items. We use the term “core sales” to refer to GAAP net sales from continuing operations excluding (1) the impact of currency translation and (2) the impact of revenue from acquired businesses recorded prior
to the first anniversary of the acquisition less the amount of sales attributable to divested product lines not considered discontinued operations (“acquisition sales”). The portion of GAAP net sales attributable to currency translation is calculated as the difference between (a) the period-to-period change in net sales (excluding acquisition sales) and (b) the period-to-period change in net sales (excluding acquisition sales) after applying current period foreign exchange rates to the prior year period. We use the term “core sales growth” to refer to the measure of comparing current period core net sales with the corresponding period of the prior year.
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 operations. In addition, adjusted EPS is used as a criterion to measure and pay long-term incentive compensation. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies. The Company uses free cash flow to assess its cash flow performance. The Company believes free cash flow is an important measure of liquidity because it provides the Company and its investors a measurement of cash generated from
operations that is available to pay dividends and repay debt. In addition, free cash flow is used as a criterion to measure and pay compensation-based incentives. The Company’s measure of free cash flow may not be comparable to similarly titled measures reported by other companies. ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 22, 2020, Mark Borin, the Company’s Executive
Vice President, Chief Financial Officer and Chief Accounting Officer, informed the Company of his intention to resign from his position in connection with accepting an operational leadership opportunity at a private, employee-owned company. The Company has commenced a search for the Company’s next chief financial officer, and Mr. Borin plans to remain in his role at the Company through the search process and to assist with an orderly transition. 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
EXHIBIT
INDEX |
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Exhibit | | Description |
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104 | | Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 January 28, 2020. |
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| PENTAIR
PLC |
| Registrant |
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| By | |
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| | President
and Chief Executive Officer |
