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PENTAIR plc — Investor Presentation 2012
May 22, 2012
30329_rns_2012-05-22_b478bc56-a1b0-407e-a8ec-10a5045c0cbb.zip
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PENTAIR PENTAIRS PATH FORWARD Electrical Products Group Conference RANDALL J. HOGAN Chairman and Chief Executive Officer May 22, 2012 Filed by Pentair, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pentair, Inc. Registration Number: 333-181250
PENTAIR 2 FORWARD-LOOKING STATEMENTS Caution Concerning Forward-Looking Statements This communication may contain certain statements about Pentair, Inc. (Pentair), Tyco Flow Control International Ltd. (Tyco Flow) and Tyco International Ltd. (Tyco) that are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this press release may include statements about the expected effects on Pentair, Tyco Flow and Tyco of the proposed merger of Pentair and Tyco Flow (the Merger), the anticipated timing and benefits of the Merger, Pentairs and Tyco Flows anticipated standalone or combined financial results and all other statements in this document other than historical facts. 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, expect, positioned, strategy, future or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of Pentair, Tyco Flow and Tyco (as the case may be) and are subject to uncertainty and changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the satisfaction of the conditions to the Merger and other risks related to the completion of the Merger and actions related thereto; Pentairs and Tycos ability to complete the Merger on anticipated terms and schedule, including the ability to obtain shareholder or regulatory approvals of the Merger and related transactions; risks relating to any unforeseen liabilities of Pentair or Tyco Flow; future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects; business and management strategies and the expansion and growth of Pentair's or Tyco Flows operations; Pentairs and Tyco Flows ability to integrate successfully after the Merger and achieve anticipated synergies; the effects of government regulation on Pentairs or Tyco Flows businesses; the risk that disruptions from the transaction will harm Pentairs or Tyco Flows business; Pentairs, Tyco Flows and Tycos plans, objectives, expectations and intentions generally; and other factors detailed in Pentairs and Tycos reports filed with the U.S. Securities and Exchange Commission (the SEC), including their Annual Reports on Form 10-K under the caption Risk Factors. Forward-looking statements included herein are made as of the date hereof, and none of Pentair, Tyco Flow or Tyco undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances. Additional Information The Merger will be submitted to a vote of Pentair shareholders and the proposed distribution of Tyco Flow to Tyco shareholders (the Distribution) will be submitted to a vote of Tyco shareholders. On May 8, 2012, Tyco Flow filed with the SEC a registration statement on Form S-4 containing a preliminary proxy statement/prospectus regarding the Merger. On May 8, 2012, Tyco Flow filed with the SEC a registration statement on Form S-1 containing a preliminary prospectus and Tyco filed with the SEC a preliminary proxy statement regarding the Distribution. The preliminary proxy statement/prospectus regarding the Merger, the preliminary prospectus regarding the Distribution and the Tyco preliminary proxy statement are available free of charge on the SECs website at www.sec.gov. Pentair plans to file with the SEC and mail to its shareholders a definitive proxy statement regarding the Merger and Tyco plans to file with the SEC and mail to its shareholders a definitive proxy statement regarding the Distribution. Shareholders are urged to read the Form S-4 containing the preliminary proxy statement/prospectus, the Form S-1 containing the preliminary prospectus and the Tyco preliminary proxy statement, which are available now, and the Form S-4 containing the definitive proxy statement/prospectus regarding the Merger, the Form S-1 containing the definitive prospectus regarding the Distribution and the Tyco definitive proxy statement and any other relevant documents when they become available, because they will contain important information about Pentair, Tyco and Tyco Flow and the proposed transactions. The definitive proxy statement/prospectus relating to the Merger, the definitive prospectus relating to the Distribution, the Tyco definitive proxy statement and other documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC's website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Pentair upon written request to Investor Relations Department, Pentair, Inc., 5500 Wayzata Blvd., Suite 800, Minneapolis, MN, 55416, or by calling (763) 545-1730 or from Tyco or Tyco Flow upon written request to Investor Relations Department, Tyco International Ltd., 9 Roszel Road, Princeton, NJ, 08540, or by calling (609) 720-4200. Participants in the Solicitation Pentair and Tyco and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Pentair may be found in its Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 21, 2012, the definitive proxy statement relating to its 2012 annual meeting of shareholders filed with the SEC on March 9, 2012 and Tyco Flows registration statement on Form S-4 containing the preliminary proxy statement/prospectus relating to the Merger, which was filed with the SEC on May 8, 2012. Information about the directors and executive officers of Tyco may be found in its Annual Report on Form 10-K for the year ended September 30, 2011 filed with the SEC on November 16, 2011, the definitive proxy statement relating to its 2012 annual general meeting of shareholders filed with the SEC on January 13, 2012 and Tycos preliminary proxy statement, which was filed with the SEC on May 8, 2012. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the definitive proxy statements when it becomes available.
PENTAIR 3 KEY MESSAGES Positioning New Pentair for Sustainable, Profitable Growth Clear Strategic Roadmap for Shareholder Value Creation Integration Planning Efforts Well Underway High Confidence in Deal Synergies and Long Term Targets Pentair and Tyco Flow Control Great Fit
PENTAIR 4 A Decade of Positive Transformation ~ 20% of Sales in Fast Growth Region ~ 5% of Sales in Fast Growth Regions Acquired ~ $200M in Tech Product Sales Today Today Early Early 2000s 2000s Mid- Mid- 2000s 2000s Sold Tools, Acquired >$1B in Water Revenues Portfolio of ~25 Smaller Businesses; Manufacturing Oriented Global Businesses, More Solutions Focused Acquired A Leading Membrane Technology Company (May 2011) Began Lean Enterprise in Tech Products A HISTORY OF CHANGE Announced Pending Merger with Tyco Flow Control (March 2012) Clear Strategic Roadmap
PENTAIR 5 2009 2010 2011 STRONG PERFORMANCE Pentair Standalone 2009 2010 2011 Adj. ROS * 9.6% ROS 11.0% $2.7 $3.0 Fast Growth Regions, Innovation & Op Excellence Key Drivers 8% Organic Growth, 2 Yr CAGR - Tech Products +12% - Water & Fluid +7% w/ No Meaningful Residential Market Recovery PIMS Toolkit - Key Driver of 210 bps Op Margin Expansion Over Past Two Years - Enabling Increasing R&D and Growth Investments $3.5 Adj. ROS * 11.7% SALES ($B) ADJ. OPERATING INCOME * ($M) FREE CASH FLOW * ($M) +13% 2-YR CAGR +25% 2-YR CAGR $258 $334 $404 *Results are adjusted and from continuing operations; see reconciliations in appendix 2009 2010 2011 Adj. NI FCF in excess of Adj. NI Cash Generation - FCF >100% of Adj. Net Income for 8 of Past 10 Years - 36 Consecutive Years of Dividend Increases $207 $211 $248 +10% 2-YR CAGR Clear Strategic Roadmap
PENTAIR 6 CURRENT STATE OF AFFAIRS Solid Secular Demands Prioritized Investments Secular Trends in Energy Efficiency, Sustainability and Scarcity Continue to Drive Solid Demand Growth Investments Reading Out in Energy, Food & Beverage, Fast Growth Regions Steady Industrial Price/Inflation Dynamics Positive ... With Good Productivity Anniversary CPT Acquisition in Q2 Nice Contribution to Growth Expected in 2H of 2012 Western Europe and Municipal Headwinds Continue ; Easier Comparisons in 2H of 2012 Negative Impact from Foreign Currency Expected Clear Strategic Roadmap
PENTAIR 7 STRATEGIC ROADMAP Shareholder Value Creation is #1 Priority Invest in Innovative Technology & Application Expertise Innovate Around Scarcity, Energy Efficiency and Sustainability Continue to Build Scale in Fast Growth Regions Taking PIMS to the Next Level and Leveraging New Rapid Growth Tool STRATEGIC PRIORITIES Clear Strategic Roadmap
PENTAIR 8 Safety, Quality, Delivery, Cost and Cash Focus Attracting and Developing Top Talent Prioritizing Investments & Innovation Building Growth Capabilities LEAN ENTERPRISE PENTAIR INTEGRATED MANAGEMENT SYSTEM Executing Our Proven Strategy Clear Strategic Roadmap
PENTAIR 9 STRATEGIC GUIDEPOSTS Breadth and Expertise to Serve the New New World Industrialization Infrastructure Resource Scarcity Quality of Life >4 Billion Reaching Middle Class Globally Needs and Wants Are Driving Demand Increasing Population and Wealth of the New New World Food Infrastructure/Industry (Transportation and Manufacturing) Energy Great Fit &
PENTAIR 10 More Scale in Fast Growth Regions More High Growth, Attractive Verticals Strong from the Start Stronger in the Future Strong Balance Sheet & Steady Cash Flow Better Positioned to Address Global Trends in New New World Expect $0.40 Accretive to 2013 Adj EPS ** .. >$5/share in 2015 WHY TYCO FLOW CONTROL STRONGER, MORE BALANCED ~18% ~25% Fast Growth Regions % of Sales <10% ~25% Energy Sector % of Sales ~36% ~20% Residential Sector % of Sales ~20/80 ~45/55 Long/Short Cycle Business ~2.6X ~1.6X Debt to EBITDA Ratio BEFORE AFTER Great Fit * Before reflects standalone Pentair 2011 Sales, Debt and EBITDA; After reflects combined proforma projected 2012 Sales, Debt and EBITDA; **Excludes Anticipated Transaction Related Costs: Restructuring & Other; Transaction; and Noncash Inventory Step-up and Customer Backlog Costs.
PENTAIR 11 Water & Environ. Water & Fluid Thermal Controls Technical Products Valves & Controls Flow Control STRONG STRATEGIC FIT Complementary Capabilities to Best Serve Customers PENTAIR SALES BY SEGMENT TYCO FLOW SALES BY SEGMENT COMBINED COMPANY SALES 2012 pro forma PROJECTED SALES ~$7.7B Water & Fluid Solutions, ~70% Technical Products, ~30% Valves & Controls, ~60% Water & Environ., ~20% Thermal Controls, ~20% Projected 2012 Sales: ~$3.7B Projected 2012 Sales: ~$4.0B Technical Products, ~30% Water & Fluid Solutions, ~45% Equipment Protection Solutions, ~25% Flow Control, ~30% * Tyco Flow financials calendarized to December. Great Fit
PENTAIR 12 SERVING HIGH GROWTH SECTORS Driven By Strong Secular Growth Trends Increased Scale in Attractive Growth Sectors DIVERSE VERTICALS COMBINED 2012 pro forma PROJECTED SALES MIX Industrial Performance & Quality Efficiency Hazardous Energy Efficiency Unconventional Technology Global Water Scarcity Regulation Sustainability Infrastructure Aging Capacity Needs Urbanization SECULAR TRENDS DRIVING DEMAND Great Fit * Energy includes Oil & Gas; Power and Mining. Energy * , ~25% Comml, ~10% Infrastructure, ~10% Industrial, ~35% Residential, ~20%
PENTAIR 13 EXPANDED GLOBAL REACH Fast Growth Regions ~25% of Combined Sales ~35% DEVELOPED REST OF WORLD WORLDWIDE >100 Manufacturing Facilities >90 Service Centers >30,000 Employees Significant US Residential Installed Base US Industrial Sector Strength Continued Global Increase in Demand for Oil and Gas, Power & Mining Broader Offering, Recognized Brands, Plus Service Centers in Large, Fragmented Market Rising GDP and Urbanization Driving Infrastructure, Energy & Water Demands Robust Industrial Sector Greater Scale in Fast Growth Regions Across All Businesses ~25% FAST GROWTH REGIONS Great Fit * Energy includes Oil & Gas; Power and Mining. Combined 2012 Pro Forma Projected Geographic Sales Mix ~40% US & CANADA
PENTAIR 14 Operating/G&A Cost Synergies: ~$160M pre-tax Direct/Indirect Sourcing Opportunities Lean/PIMS in Factories: Deploy in Tyco Flow IT/Finance/HR Standardization Management and Regional Business Integration Day 1 Cost Avoidance: ~$40M pre-tax ~$80M Public Company Corporate Cost Avoidance, Net of ~$40M Integration/Corporate Investments Day 1 Annualized Tax Rate of ~24-26% (Below the Operating Line) Revenue Synergies All Upside Potential Cross-Selling of Channels, Verticals, Products and Services Not Assumed in Accretion and Cash Flow Forecasts VALUE CREATION POTENTIAL Corp Cost Avoidance Tax Synergies Cost Synergies Tremendous Day 1 Value From Corp Cost Avoidance + Taxes RUN-RATE SYNERGY ESTIMATE Est. Transaction Related Costs of $360M (~$220M is Non-Cash Inventory Step-Up and Customer Backlog Costs) ~$200M Operational Synergies pre-tax ANTICIPATED SYNERGIES Expected Annualized Tax Rate of ~24-26% High Confidence in Synergies Day 1 Synergies
PENTAIR 15 COST SYNERGY DRIVERS Expected Annual Cost Synergies of ~$200M by 2015 ~$25M ~$20M Direct ~$40M Indirect Proven PIMS Strategy $25M by Year 3 (Lean, Distribution, & Warranty) Reinvesting in Lean Talent Yr 1 & 2 Realistic Sourcing Assumptions Scale, Geographic Reach, and Standardization Manufacturing Footprint Rationalization Not Incl. ~$115M Good Visibility ½ Cost Avoidance; ½ Standardization Standardization of Accounting, ERPs, Global Structure, Payroll, and IT Applications Includes ~$20M Integration Team Investment ANTICIPATED OPERATIONAL COST SYNERGIES pre-tax ~$90M ~$150M ~$200M Global Structure: G&A, Selling/ Marketing Ops/ Lean Direct/ Indirect Sourcing 2013 2014 2015 High Confidence in Synergies Day 1 Cost Synergies
PENTAIR 16 16 16 Core Capabilities Leverage Existing Playbooks PROVEN PENTAIR CAPABILITIES ERP Platforms 40+ 15 >60% Data Centers 40+ 6 >85% HR Processes 850+ ~35 >95% Payroll Centers 35+ 18 >45% Accounting Centers 50+ 27 >45% 2007 2011 * Core Business Potential Example: Doubled Technical Products Op Margin in 10 Yrs to 18%+ with Further Opportunities to Drive Productivity Improvements Est. ~$70M of Savings 07 11 Further Potential w/CPT, Tyco Flow High Confidence in Synergies STANDARDIZATION LEAN ENTERPRISE Improvement * Excludes CPT Acquisition. Year 1 Benefits in Acquisitions Meaningfully Improved Lead Times, Freed Up Manufacturing Space, Reduced Inventory Levels Helped Fund Lean Leaders/Training in Every CPT & Hidro Filtros Facility
PENTAIR 17 REVENUE OPPORTUNITIES Significant Potential Not in Synergy/EPS Targets High Confidence in Synergies Cross-Selling Across the Global Enterprise Protective Enclosures, Thermal, Valves & Controls, Process Technologies, Water Purification, Flow Technologies, Water & Environmental Systems, Aquatic Systems Greater Fast Growth Region Presence Tyco Flow Adds Immediate Scale in Emerging Markets Technology Innovation with Greater Customer Reach Pentair s Filtration & Flow Technology Tyco Flow s Global & Customer Reach Tyco Flow s Valves, Controls & Thermal Technology Pentair s Customer & Channel Reach Extend Service Footprint to Grow Aftermarket Revenue Extend Tyco Flow s >90 Service Centers and >1,100 Service Technicians Globally to Pentair Systems and Solutions
PENTAIR 18 18 INTEGRATION PRINCIPLES Lock & Load on Short, Medium and Long-term Deliverables Day 1100 Business Continuity & Fast Start Day 500 Growth & Cost Synergies Realized Organization in Rhythm Day 1,000 $10B+ Global Leader One Company Culture Ensure Base Business Results of the 8 GBUs Are Delivered Ensure We Achieve Targeted Cost Synergies (base + synergies = 2015 targets) Elevate Functional Capabilities to Manage a Global Company Manage Potential Risks (Competitors, Tax, Compliance) Build a Pipeline of Growth Opportunities to Deliver Upside Choose & Go Standard Processes & Critical Activities Applied Quickly Over 30,000 Employees Focused On Delivering Value Integration Planning
PENTAIR 19 INTEGRATION APPROACH 19 19 Enhance PIMS and Drive Across All Businesses Leverage & Expand PIMS Toolkit Fully Train, Fully Adopt & Expand 8 Global Business Units Choose Quickly & Go ~50/50 Pentair/Tyco Flow (~$160M after Corp Cost Avoidance) Drive Standardization Opportunity Avoid, Leverage & Reduce Costs Integration Planning
PENTAIR 20 20 1 GBU Valves & Control ~30% Fast Growth Growth Opportunities: Energy & Industrial Process Standardization Synergy Oppty: ~200 bps of ROS 8 GBUs With Attractive Growth Opportunities RUN AS 8 GBUs (In 3 Reporting Segments) Equipment Protection Systems ~$1.9B Flow Control ~$2.5B Water & Fluid Solutions ~$3.3B* 5 GBUs Flow Technologies Process Technologies Aquatic Systems Water & Environmental Solutions Water Purification ~25% Fast Growth Growth Opportunities: Water Reuse, Energy Efficiency, Food and Beverage & Infrastructure Standardization Synergy Oppty: ~250 bps of ROS 2 GBUs Technical Products Thermal Solutions ~20% Fast Growth Growth Opportunities: Energy, Industrial & Infrastructure Standardization Synergy Oppty: ~150 bps of ROS Integration Planning * Tyco Flow financials calendarized to December; Combined Projected Pro Forma 2012 Sales
PENTAIR 21 21 8 GBUs With Strong Growth and Income Potential SYNERGY PLANNING Integration Planning Direct Sourcing; ~$20M by 2015: Looking to Drive Upside, needs to be managed by Commodity, By Business, By Localized Region (~20 bps of improvement by 2015) Global Selling/Marketing + Indirect Sourcing; ~$35M by 2015 : Includes Fast Growth Facility & Organization Opportunities, Reduction in Printed Collateral, Alignment of Tradeshows, Brand Rationalization and Positioning, Cross Selling, Customer Care, & Developed Sales Office Consolidation and Structure across 8 GBUs and over 200 sales offices (~40 bps of improvement by 2015) Corporate; ~$45M by 2015: Almost Complete with New Pentair Budget on Track and Expanding Capability to Serve a ~$10B Global Company Lean & Operations + Indirect Sourcing; ~$35M by 2015: Includes Warranty, Scrap, Facilities Costs, Utility Costs, SKU Rationalization, Distribution, Excess & Obsolete, Delivery across ~100 Factories and ~90 Service Centers (~40 bps of improvement by 2015) Does Not Yet Include Factory Consolidations Global G&A + Indirect Sourcing; ~$65M by 2015: Includes Fast Growth Shared Support, Reduction of ~40 ERPs within the GBUs, Standardization of >50K Software applications, standardization of payroll, credit, collections, payables, IT infrastructure, mobile devices, other indirect spending, audit fees & statutory fees and structure (~130 bps of improvement by 2015)
PENTAIR 22 TIMELINE Solid Progress On Track to Close End of September Filed Preliminary S-4 Early Termination on Hart- Scott-Rodino Named Integration Leader; Held Planning & Kick Off Meeting Began Functional Work Stream Planning (detailed level) Identified Business Leaders Defined Reporting Structure Final S-4 and Proxy Statement Filing Obtain Other Regulatory Approvals (EU, other foreign jurisdictions) Pentair and Tyco International Shareholder Approval Project by Project detailed Synergy Plans with Accountable Owners Execute On 2012 Strategic Execute On 2012 Strategic Priorities & Targets Priorities & Targets Retain Talent Retain Talent Integration Planning COMPLETED (~60 DAYS) NEXT STEPS (~180 DAYS)
PENTAIR 23 23 KEY MILESTONES Integration & Standardization With Priorities Day One Synergies Business Continuity People & Communications Integration Playbook Day 1 Synergies + Path Forward on Year 1 Maintain Business & Customer Focus Energized Workforce Positive & Focused Frame Revenue Synergies Growth & Cost Synergies PIMS Adopted & Elevated Functional Standards Integration Standardization Maximize Growth & Cost Opportunities Operationally & Culturally One Company Elevating Our Capabilities in Each Function Standardized / Repeatable Programs Deployed Global Processes Standardization & Culture Leading Global Practices Identify & Incorporate New Processes Integration Planning CONTINUITY & FAST START GROWTH + STANDARDIZATION LEADING GLOBAL PROCESSES First 100 Day Plan Day 500 Plan Day 1,000 Plan
PENTAIR 24 SUMMARY Positioning New Pentair for Sustainable, Profitable Growth Clear Strategic Roadmap for Shareholder Value Creation Integration Planning Efforts Well Underway High Confidence in Deal Synergies and Long Term Targets Pentair and Tyco Flow Control Great Fit
PENTAIR Questions? Thank You
PENTAIR 26 APPENDIX GAAP to Non-GAAP Measurements & Reconciliations
PENTAIR 27 REPORTED TO ADJUSTED RECONCILIATIONS Pentair, Inc. and Subsidiaries Reconciliation of the GAAP "As Reported" years ending December 31, 2011, December 31, 2010 and December 31, 2009 to the "Adjusted" non-GAAP excluding the effect of adjustments (Unaudited) Year Year Year In millions, except per-share data 2011 2010 2009 Net sales 3,456.7 $ 3,030.8 $ 2,692.5 $ Operating income - as reported 168.5 $ 334.2 $ 219.9 $ % of net sales 4.9% 11.0% 8.2% Adjustments: CPT deal related costs 8.3 Restructuring and asset impairment 12.9 37.9 Inventory step-up and customer backlog 13.4 Goodwill impairment 200.5 Operating income - as adjusted 403.6 334.2 257.8 % of net sales 11.7% 11.0% 9.6% Net income from continuing operations attributable to Pentair, Inc. - as reported 34.2 197.8 115.5 Adjustments net of tax 206.5 26.2 Bond tender 3.2 Net income from continuing operations attributable to Pentair, Inc. - as adjusted 240.7 197.8 144.9 Continuing earnings per common share attributable to Pentair, Inc. - diluted Diluted earnings per common share - as reported 0.34 $ 2.00 $ 1.17 $ Adjustments 2.07 0.30 Diluted earnings per common share - as adjusted 2.41 $ 2.00 $ 1.47 $
PENTAIR 28 GAAP TO NON-GAAP RECONCILIATION Pentair, Inc. and Subsidiaries Reconciliation of Free Cash Flows for the years ending December 31, 2011, December 31, 2010 and December 31, 2009 (Unaudited) In millions 2011 2010 2009 Free Cash Flow Net cash provided by (used for) continuing operations 320.2 $ 270.4 $ 259.9 $ Capital expenditures (73.3) $ (59.5) $ (54.1) $ Proceeds from sale of property and equipment 1.3 $ 0.3 $ 1.2 $ Free cash flow 248.2 $ 211.2 $ 207.0 $ Pentair and Subsidiaries Reconciliation of the GAAP "As Reported" Operating Income to the "Adjusted" EBITDA for the years ending December 31 (Unaudited) Pro Forma * In millions 2011 2012 Operating income - as reported 168.5 $ 580.0 Adjustments: Deal related costs and restructuring 21.2 130.0 Inventory step-up and customer backlog 13.4 160.0 Goodwill 200.5 Operating income - as adjusted 403.6 870.0 Depreciation and amortization 108.1 275.0 EBITDA 511.7 $ 1,145.0 $ * The pro forma information includes a full year of Tyco Flow financials (calendarized to a December 31 year-end). as if the merger took place on January 1, 2012.