Pentair (PNR) 10-K risk factor changes: FY2014 vs FY2013

While we attempt to minimize our exposure to economic or market fluctuations by serving a balanced mix of end markets and geographic regions, any of [removed: these] [added: the above] factors, individually or in the aggregate, or a significant or sustained downturn in a specific end market or geographic region could materially and adversely affect our business, financial condition, results of operations and cash flows.

[removed: If we are unable to continue to differentiate our products, services and] solutions, or if we are forced to cut prices or to incur additional costs to remain competitive, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

| • | dilution of interests of holders of our [removed: common] shares through the issuance of equity securities or equity-linked securities. |

Sales outside of the [removed: United States] [added: U.S.] for the year ended December 31, [removed: 2013] [added: 2014] accounted for [removed: 54] [added: 50] percent of our net sales.

| • | the difficulty of protecting intellectual property in [removed: foreign] [added: non-U.S.] countries; and |

A significant portion of our revenue in Technical Solutions [removed: and Flow Technologies] is derived from major capital [removed: projects, including water pipeline and desalination projects in Flow Technologies.][added: projects.]

As of December 31, [removed: 2013] [added: 2014] our goodwill and intangible assets were [removed: $6,910.3] [added: $6,350.0] million and represented [removed: 59%] [added: 60%] of our total assets.

As of December 31, [removed: 2013, 10,900] [added: 2014, approximately 10,000] of our employees were covered by collective bargaining agreements or works councils.

We cannot predict the prices at which our [removed: common] shares may trade.

The market price of our [removed: common] shares may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

These broad market fluctuations could adversely affect the trading price of our [removed: common] shares.

As of December 31, [removed: 2013,] [added: 2014,] there were approximately [removed: 2,000 lawsuits] [added: 3,400 claims] pending against our subsidiaries.

[removed: Any improper actions could subject us to civil or criminal] penalties, including material monetary fines, or other adverse actions including denial of import or export privileges, and could damage our reputation and business prospects.

[removed: Legislative] [added: In particular, legislative] action could be taken by the [removed: U.S. Congress which, if ultimately enacted,] [added: U.S., the U.K., Ireland or the European Union which] could override tax [removed: treaties,] [added: treaties] or modify tax statutes or [removed: regulation] [added: regulations] upon which we [removed: rely.][added: expect to rely and adversely affect our effective tax rate.]

If proposals were enacted that had the effect of disregarding our incorporation in [removed: Switzerland] [added: Ireland] or limiting our ability as [removed: a Swiss] [added: an Irish] company to [added: maintain tax residency in the U.K. and] take advantage of the tax treaties [removed: between Switzerland and] [added: among] the [removed: United States,] [added: U.S., the U.K. and Ireland,] we could be subject to increased taxation, which could materially adversely affect our financial condition, results of operations, cash flows or our effective tax rate in future reporting periods.

We are also required to comply with various environmental laws and maintain permits, some of which are subject to discretionary renewal from time to time, for many of our businesses and we could suffer if we are unable to renew existing permits or to obtain any additional [added: permits that we may require.]

The issuer must then prepare and file with the SEC a report regarding its diligence [removed: efforts.][added: efforts, which we did on June 2, 2014.]

We have [removed: incurred] [added: incurred,] and expect to [removed: incur] [added: continue to incur,] significant costs to conduct [removed: our] country of origin [removed: inquiry and, if necessary,] [added: inquiries and] to exercise such due diligence.

As a result, we [added: have experienced, and] expect [added: to continue to experience, ongoing] significant difficulty in determining the country of origin or the source and chain of custody for all “conflict minerals” used in our products and disclosing that our products are “conflict free.” We may face reputational challenges if we are unable to verify the country of origin or the source and chain of custody for all “conflict minerals” used in our products or if we [removed: are] [added: continue to be] unable to disclose that our products are “conflict free.” [removed: Implementation] [added: The ongoing implementation] of these rules may also affect the sourcing and availability of some minerals necessary to the manufacture of our products and may affect the availability and price of “conflict minerals” capable of certification as “conflict free.” Accordingly, we [removed: may incur significant costs as a consequence of these rules, which may adversely affect our business, financial condition or results of operations.][added: have]

To the extent our customers, particularly those involved in the oil and gas, power generation, petrochemical processing or petroleum refining industries, are subject to any of these or other similar [added: proposed or newly enacted laws and regulations, we are exposed to risks that the additional costs by customers to comply with such laws and regulations could impact their ability or desire to continue to operate at similar levels in certain jurisdictions as historically seen or as currently anticipated, which could negatively impact their demand for our products and services.]

[added: The adjustments now asserted by the] IRS under the Tyco IRS Notices primarily relate to the treatment of certain intercompany debt transactions.

Pentair, Inc. and Tyco received private letter rulings from the IRS in connection with the Distribution and the Merger regarding the U.S. federal income tax consequences of the Distribution and the Merger to the effect that, for U.S. federal income tax purposes: the Distribution will qualify as tax-free under Sections 355 and 361 of the Internal Revenue Code of 1986, as amended (the “Code”), except for cash received in lieu of fractional shares; certain internal transactions undertaken in anticipation of the Distribution will qualify for favorable treatment under the Code; the Merger will qualify as a reorganization under Section 368(a) of the Code; certain anticipated post-closing transactions will not prevent the tax-free treatment of the Distribution or the Merger; and Section 367(a)(1) of the Code will not cause the Merger to be taxable to Pentair, Inc. shareholders (except for a U.S. shareholder who is or will be a “five-percent transferee shareholder” within the meaning of applicable Treasury Regulations but who does not enter into a “gain recognition [removed: agreement] [added: agreement"] with the IRS).

[added: In addition, Tyco received a legal opinion confirming the tax-free status of the Distribution for U.S. federal income tax purposes] and Tyco and Pentair, Inc. received legal opinions to the effect that the Merger will qualify as a reorganization under section 368(a) of the Code and that Section 367(a)(1) of the Code will not cause the Merger to be taxable to Pentair, Inc. shareholders (except for a U.S. shareholder who is or will be a “five-percent transferee shareholder” within the meaning of applicable Treasury Regulations but who does not enter into a “gain recognition agreement” with the IRS).

In addition, Tyco would recognize a gain in an amount equal to the excess of the fair market value of [removed: our common] [added: Pentair Ltd.’s ordinary] shares distributed to Tyco shareholders on the Distribution date over Tyco’s tax basis in such [removed: common] [added: ordinary] shares, but such gain, if recognized, generally would not be subject to U.S. federal income tax.

If the Merger ultimately is determined to be taxable, Pentair, Inc. shareholders would recognize taxable gain or loss on their disposition of Pentair, Inc. [removed: common] [added: ordinary] shares in the Merger.

In addition, if another party to the 2012 Tax Sharing Agreement that is responsible for all or a portion of an income tax liability were to default in its payment of such liability to a taxing authority, we could be [added: legally liable under applicable tax law for such liabilities and required to make additional tax payments.]

If the Distribution or the Merger [removed: are] [added: is] determined to be taxable for Swiss withholding or other tax purposes, we could incur significant Swiss withholding tax or other tax liabilities.

[removed: As a condition to closing of the Merger, Tyco obtained rulings from the Swiss Federal Tax Administration confirming: (i) that the Merger will be a transaction that is generally tax-free] for Swiss [removed: federal, cantonal, and communal] tax [removed: purposes] (including [removed: with respect to Swiss stamp tax and Swiss withholding tax); (ii) the relevant Swiss tax base of an acquisition subsidiary of ours for Swiss tax (including] federal and cantonal and communal) purposes; (iii) the relevant amount of capital contribution reserves (Kapitaleinlageprinzip) which will be exempt from Swiss withholding tax in the event of a distribution to our shareholders after the Merger; and (iv) that no Swiss stamp tax will be levied on certain post-Merger restructuring transactions.

In the normal course of our business, we may access credit markets for general corporate purposes, which may include repayment of indebtedness, acquisitions, additions to working capital, repurchase of [removed: common] shares, capital expenditures and investments in our subsidiaries.

As of December 31, [removed: 2013,] [added: 2014,] we had [removed: $2.6] [added: $3.0] billion of total debt outstanding.

If we incur additional debt or raise equity through the issuance of additional capital shares, the terms of the debt or capital shares issued may give the holders rights, preferences and privileges senior to those of holders of our [removed: common] [added: ordinary] shares, particularly in the event of liquidation.

[removed: Swiss laws differ] [added: Irish law differs] from the laws in effect in the United States and may afford less protection to holders of our securities.

[removed: Because of differences between Swiss law and U.S. state and federal laws and differences between the governing documents of Swiss companies and those incorporated in the U.S., it] [added: It] may not be possible to enforce [removed: in Switzerland] court judgments obtained in the [removed: United States] [added: U.S.] against us [added: in Ireland] based on the civil liability provisions of the [added: U.S.] federal or state securities [removed: laws of the United States.][added: laws.]

[removed: | • | enforce against those persons in Switzerland,] [added: In addition, there is some uncertainty as to] whether [removed: in original actions or in actions for] the [removed: enforcement] [added: courts] of [added: Ireland would recognize or enforce] judgments of U.S. [removed: courts,] [added: courts obtained against us or our directors or officers based on the] civil liabilities [removed: based solely upon] [added: provisions of] the U.S. federal or state securities [added: laws or hear actions against us or those persons based on those] laws. [removed: |]

[removed: Switzerland and] [added: We have been advised that] the United States [removed: do] [added: currently does] not have a treaty [added: with Ireland] providing for [added: the] reciprocal recognition [removed: of] and enforcement of judgments in civil and commercial matters.

[removed: Upon completion of the Redomicile, Pentair-Ireland intends] [added: We have managed, and we intend] to [removed: manage its] [added: continue to manage, our] affairs so that [removed: it is] [added: we are] centrally managed and controlled in the U.K. and therefore [removed: has its] [added: have our] tax residency only in the U.K. However, we cannot provide assurance that [removed: Pentair-Ireland] [added: we] will continue to be resident only in the U.K. for tax purposes.

It is possible that in the future, whether as a result of a change in law or the practice of any relevant tax authority or as a result of any change in the conduct of its affairs, [removed: Pentair-Ireland] [added: we] could become, or be regarded as having become resident in a jurisdiction other than the U.K. If [removed: Pentair-Ireland was] [added: we were] considered to be a tax resident of Ireland, [removed: Pentair-Ireland] [added: we] could become liable for Irish corporation tax and any dividends paid by [removed: it] [added: us] could be subject to Irish dividend withholding tax.

We [removed: will remain] [added: are] subject to changes in law and other factors [removed: after the Redomicile] that may not allow [removed: Pentair-Ireland] [added: us] to maintain a worldwide effective corporate tax rate that is competitive in [removed: Pentair’s] [added: our] industry.

While we believe that [removed: the Redomicile] [added: we] should [removed: not affect our ability] [added: be able] to maintain a worldwide effective corporate tax rate that is competitive in our industry, we cannot give any assurance as to what [removed: Pentair-Ireland’s] [added: our] effective tax rate will be [removed: after] [added: in] the [removed: Redomicile] [added: future] because of, among other things, uncertainty regarding tax policies of the jurisdictions where [removed: Pentair operates.][added: we operate.]

Also, the tax laws of the U.S., the U.K., Ireland and other jurisdictions could change in the future, and such changes could cause a material change in [removed: Pentair-Ireland’s] [added: our] worldwide effective corporate tax rate.

The businesses of many of our industrial customers, particularly oil and gas companies, chemical and petrochemical companies, mining and general industrial companies, are to varying degrees cyclical and have experienced periodic downturns.

During such economic downturns, customers in these industries historically have tended to delay major capital projects, including expensive maintenance projects and upgrades.

Additionally, demand for our products and services may be affected by volatility in energy and commodity prices and fluctuating demand forecasts, as our customers may be more conservative in their capital planning, which may reduce demand for our products and services.

If we are unable to continue to differentiate our products, services and

Sales outside of the U.S. for the year ended December 31, 2014 accounted for 50 percent of our net sales.

During 2014, we recognized an impairment charge related to allocated amounts of goodwill, intangible assets, property, plant & equipment and other non-current assets totaling $380.1 million, net of a $12.3 million tax benefit, representing our estimated loss on disposal of the Water Transport business in Australia.

The impairment charge is included in Loss from sale / impairment of discontinued operations, net of tax in our Consolidated Statements of Operations and Comprehensive Income (Loss).

Any improper actions could subject us to civil or criminal

incurred, and expect to continue to incur, significant costs as a consequence of these rules, which may adversely affect our business, financial condition or results of operations.

As of December 31, 2014, Tyco has paid $52.0 million of Shared Tax Liabilities.

As a condition to closing of the Merger, Tyco obtained rulings from the Swiss Federal Tax Administration confirming: (i) that the Merger will be a transaction that is generally tax-free for Swiss federal, cantonal, and communal tax purposes (including with respect to Swiss stamp tax and Swiss withholding tax); (ii) the relevant Swiss tax base of an acquisition subsidiary of ours

Risks Relating to Our Jurisdiction of Incorporation in Ireland and Tax Residency in the United Kingdom

Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

As an Irish company, we are governed by the Irish Companies Acts, which differ in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits.

Likewise, the duties of directors and officers of an Irish company generally are owed to the company only.

Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances.

Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the U.S.

Transfers of our ordinary shares effected by means of the transfer of book entry interests in the Depository Trust Company ("DTC") will not be subject to Irish stamp duty.

Payment of Irish stamp duty is generally a legal obligation of the transferee.

We currently intend to pay, or cause one of our affiliates to pay, stamp duty in connection with share transfers made in the ordinary course of trading by a seller who holds shares directly to a buyer who holds the acquired shares beneficially.

In other

cases we may, in our absolute discretion, pay or cause one of our affiliates to pay any stamp duty.

While we believe we have identified and discussed below the material risks affecting us, there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be material that may adversely affect our business, financial condition, results of operations and cash flows in the future.

| | |

| --- | --- |

In the fourth quarter of each year, we complete our annual goodwill and intangible assets impairment reviews.

As a result, we recorded a pre-tax non-cash impairment charge of $11.0 million and $60.7 million for trade name intangibles in the fourth quarter of 2013 and 2012, respectively.

These represent impairments of a trade name in Technical Solutions in 2013 and trade names in Flow Technologies, Process Technologies and Technical Solutions in 2012.

The impairment charges were the result of rebranding strategies implemented in the fourth quarter of 2013 and 2012.

In the fourth quarter of 2011, we recorded a pre-tax non-cash impairment charge of $200.5 million for goodwill in Process Technologies.

The goodwill impairment charge resulted from changes in our forecasts in light of economic conditions and due to continued softness in the end-markets served by residential water treatment components.

Also in Flow Technologies, we generally experience increased demand during Australia’s prime agricultural seasons.

A lawsuit might include several claims, and we have approximately 2,200 claims outstanding as of December 31, 2013.

Legislative action by the U.S. Congress could adversely affect us.

permits that we may require.

The first disclosure deadline under the final rules is May 31, 2014, and by that date, an SEC reporting company must make disclosures regarding products it sold in calendar 2013.

proposed or newly enacted laws and regulations, we are exposed to risks that the additional costs by customers to comply with such laws and regulations could impact their ability or desire to continue to operate at similar levels in certain jurisdictions as historically seen or as currently anticipated, which could negatively impact their demand for our products and services.

We may not realize the growth opportunities and cost synergies that are anticipated from the Merger.

The benefits that are expected to result from the Merger will depend, in part, on our ability to realize the anticipated growth opportunities and cost synergies as a result of the Merger.

Our success in realizing these growth opportunities and cost synergies, and the timing of this realization, depends on the successful integration of the Pentair, Inc. and Flow Control businesses.

Even if we are able to integrate the Pentair, Inc. and Flow Control businesses successfully, this integration may not result in the realization of the full benefits of the growth opportunities and cost synergies that we currently expect from this integration or that these benefits will be achieved within the anticipated time frame or at all.

For example, we may not be able to eliminate duplicative costs.

Moreover, we may incur substantial expenses in connection with the integration of the Pentair, Inc. and Flow Control businesses.

While we anticipate that certain expenses will be incurred, such expenses are difficult to estimate accurately, and may exceed current estimates.

Accordingly, the benefits from the Merger may be offset by costs incurred or delays in integrating the businesses.

The integration of the Pentair, Inc. and Flow Control businesses following the Merger may present significant challenges.

There is a significant degree of difficulty and management distraction inherent in the process of integrating the Pentair, Inc. and Flow Control businesses.

These difficulties include:

| • | the challenge of integrating the Pentair, Inc. and Flow Control businesses while carrying on the ongoing operations of each entity; |

| • | the necessity of coordinating geographically separate organizations; |

| • | the challenge of integrating the business cultures of the Pentair, Inc. and Flow Control businesses, which may prove to be incompatible; |

| • | the challenge and cost of integrating the information technology systems of the Pentair, Inc. and Flow Control businesses; and |

| • | the potential difficulty in retaining key executives and personnel of the Pentair, Inc. and Flow Control businesses. |

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the Pentair, Inc. and Flow Control businesses.

Members of our senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage our company, service existing customers, attract new customers and develop new products or strategies.

If senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, the Pentair, Inc. and Flow Control businesses could suffer.

There can be no assurance that we will successfully or cost-effectively integrate the Pentair, Inc. and Flow Control businesses.

The failure to do so could have a material adverse effect on our business, financial condition and results of operations.

The adjustments now asserted by the

In addition, Tyco received a legal opinion confirming the tax-free status of the Distribution for U.S. federal income tax purposes

legally liable under applicable tax law for such liabilities and required to make additional tax payments.

We might not be able to engage in desirable strategic transactions and equity issuances because of restrictions relating to U.S. federal income tax requirements for tax-free distributions.

These factors include the ability to successfully complete the [removed: Redomicile (as defined below) and achieve the expected benefits from the Redomicile; the ability to successfully integrate Pentair, Inc. and the Flow Control (as defined below)] [added: disposition of our Water Transport] business [added: on anticipated terms] and [removed: achieve expected benefits from the Merger (as defined below);] [added: 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 [added: 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; and the ability to achieve our long-term strategic operating goals.

Pentair [removed: Ltd.] [added: plc] assumes no obligation, and disclaims any obligation, to update the information contained in this report.

Pentair [removed: Ltd.] [added: plc] is a focused diversified industrial manufacturing company comprising four reporting segments: Valves & Controls, Process Technologies, Flow Technologies and Technical Solutions.

During the [removed: fourth] [added: first] quarter of [removed: 2013,] [added: 2015,] we reorganized our business segments to reflect a new operating structure and management of our [removed: Global Business Units, resulting] [added: GBUs, which will result] in a change [removed: from three] [added: to our] reporting segments [removed: to four.][added: in 2015.]

For the year ended December 31, [removed: 2013,] [added: 2014,] Valves & Controls, Process Technologies, Flow Technologies and Technical Solutions accounted for [removed: 33] [added: 34] percent, [removed: 23] [added: 25] percent, [removed: 22] [added: 16] percent and [removed: 22] [added: 25] percent of total revenues, respectively.

[removed: Pentair Ltd.] took its [removed: current] form on September 28, 2012 as a result of a reverse acquisition (the "Merger") involving Pentair, Inc. and an indirect, wholly-owned subsidiary of Flow Control (defined below), with Pentair, Inc. surviving as an indirect, wholly-owned subsidiary of Pentair Ltd. "Flow Control" refers to Pentair Ltd. prior the Merger.

[removed: On September 28, 2012 prior to] the [removed: Merger, Tyco effected a spin-off of Flow Control through the] pro-rata distribution of 100% of the outstanding [removed: common] [added: ordinary] shares of Flow Control to Tyco’s shareholders (the “Distribution”), resulting in the distribution of approximately 110.9 million of our [removed: common] [added: ordinary] shares to Tyco’s shareholders.

The following trends and uncertainties affected our financial performance in [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and will likely impact our results in the future:

| • | We identified specific market opportunities that we [added: find attractive and] continue to [removed: pursue that we find attractive,] [added: pursue,] both within and outside the United States. We are reinforcing our businesses to more effectively address these opportunities through [removed: targeted] research and development and additional sales and marketing resources. Unless we successfully penetrate these product and geographic markets, our organic growth would likely be limited. |

| • | Despite the overall strength of our end-markets, we experience differing levels of volatility depending on the end-market and may continue to do so over the medium and longer term. While we believe the general trends are favorable, factors specific to each of our major end-markets may [added: negatively] affect the capital spending plans of our [removed: customers.] [added: customers and lead to lower sales volumes for us.] |

| • | Through [removed: 2012] [added: 2013] and [removed: 2013,] [added: 2014,] we experienced material and other cost inflation. We strive for productivity improvements, and we implement increases in selling prices to help mitigate this inflation. We expect the current economic environment will result in continuing price volatility for many of our raw materials. Commodity prices have begun to moderate, but we are uncertain as to the timing and impact of these market changes. |

| • | We have a long-term goal to consistently generate free cash flow that equals or exceeds 100 percent of our net income. We define free cash flow as cash flow from operating activities [added: of continuing operations] less capital expenditures plus proceeds from sale of property and equipment. Our free cash flow for the full year [removed: 2013] [added: 2014] was [removed: $751.3] [added: $888.5] million, exceeding our goal of 100 percent net income conversion. We expect to generate free cash flow that [removed: equals or] exceeds [removed: 105] [added: 100] percent of our net income [added: from continuing operations] in [removed: 2014.] [added: 2015.] We are continuing to target reductions in working capital and particularly inventory as a percentage of sales. See the discussion of “Other financial measures” under “Liquidity and Capital Resources—Other financial measures” in this report for a reconciliation of our free cash flow. |

In [removed: 2014,] [added: 2015,] our operating objectives include the following:

[added: Although our jurisdiction of organization is Ireland, we manage our affairs so that we are centrally managed and controlled in the United Kingdom (the "U.K.") and therefore have our tax residency in the U.K.] We [removed: anticipate] [added: expect] that having our publicly-traded parent company incorporated in Ireland and tax resident in the U.K. will provide us the following benefits:

| • | Incorporation of our publicly-traded parent company in Ireland [removed: would enable] [added: enables] us to benefit by being subject to a legal and regulatory structure in a jurisdiction with a well-developed legal system and corporate law with established standards of corporate governance. |

| • | The legal requirements we [removed: will be] [added: are now] subject to as a company incorporated in Ireland, listed on the NYSE and subject to [removed: SEC] [added: U.S. Securities and Exchange Commission ("SEC")] disclosure and shareholder voting requirements strike the right balance between robust external governance oversight and regulation of our executive and director pay practices and the ability of our compensation committee consisting of independent directors to determine executive compensation to provide incentives to our executive management and to offer competitive salaries and benefits. |

| In millions | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | | | [removed: 2011] [added: 2012] | | | | [removed: 2013] [added: 2014] vs. [removed: 2012] [added: 2013] | | [removed: 2012] [added: 2013] vs. [removed: 2011] [added: 2012] | |

| % of net sales | 1.7 | | % | [removed: 2.1] [added: 1.8] | | % | [removed: 2.3] [added: 2.1] | | % | | [removed: (0.4] [added: (0.1] | ) | [removed: (0.2] [added: (0.3] | ) |

| [removed: Gain] [added: Loss (gain)] on sale of [removed: businesses] [added: businesses, net] | [removed: (19.7] [added: 0.2] | | [removed: )] | [removed: —] [added: (20.8] | | [added: )] | — | | | | [removed: N.M.] [added: (101.0] | [added: )%] | [removed: —] [added: N.M.] | [removed: %] |

| Loss on early extinguishment of debt | — | | | [removed: 75.4] [added: —] | | | [removed: —] [added: 75.4] | | | | [removed: (100.0] [added: —] | [removed: )%] [added: %] | [removed: N.M.] [added: (100.0] | [added: )%] |

| Net income (loss) [added: from continuing operations] before income taxes and noncontrolling interest | [removed: 726.4] [added: 784.3] | | | [removed: (184.0] [added: 694.5] | | [removed: )] | [removed: 43.2] [added: (146.1] | | [added: )] | | [removed: N.M.] [added: 12.9] | [added: %] | N.M. | |

| Provision (benefit) for income taxes | [removed: 183.8] [added: 177.3] | | | [removed: (79.4] [added: 177.0] | | [removed: )] | [removed: 46.4] [added: (67.2] | | [added: )] | | [removed: N.M.] [added: 0.2] | [added: %] | N.M. | |

| | [removed: 2013] [added: 2014] vs. [removed: 2012] [added: 2013] | | | [removed: 2012] [added: 2013] vs. [removed: 2011] [added: 2012] | |

| Volume | [removed: 7.3] [added: 1.0] | % | | [removed: (1.0] [added: 7.3] | [removed: )%] [added: %] |

| Price | [removed: 1.4] [added: 0.9] | [removed: %] | | [removed: 1.5] [added: 1.4] | [removed: %] |

| Currency | [removed: (1.4] [added: (1.1] | [removed: )%] [added: )] | | [removed: (1.0] [added: (1.4] | [removed: )%] [added: )] |

The [removed: 69.4 percentage point] [added: 62.5 percent] increase in consolidated net sales in 2013 from 2012 was primarily the result of:

| • | sales volume of the Flow Control businesses of [removed: $3,725.7] [added: $3,244.1] million in 2013, compared to [removed: $886.5] [added: $771.1] million in 2012; |

| • | organic sales growth in Process Technologies and Flow Technologies due to higher sales of certain pool products serving [removed: the] North American residential housing [removed: market] and increased demand for global food & beverage solutions; |

| • | growth in developed regions led by strength in the U.S. and Western Europe; [added: and] |

| • | selective increases in selling prices to mitigate inflationary cost [removed: increases.] [added: increases; and] |

| • | lower sales in [removed: infrastructure;] [added: our infrastructure business;] and |

| • | unfavorable foreign currency [removed: effects.] [added: effects;] |

The [removed: 27.8] [added: 4.5] percentage point increase in [removed: consolidated net] [added: gross profit as a percentage of] sales in [removed: 2012] [added: 2013] from [removed: 2011] [added: 2012] was primarily the result of:

| • | [removed: organic] [added: core] sales growth in Process Technologies [removed: and Flow Technologies primarily] due to higher sales of certain [removed: pump,] pool [removed: and filtration] products [removed: primarily] serving [removed: the] North American residential housing [removed: market] and [removed: other] [added: increased demand for] global [removed: markets;] [added: food & beverage solutions; and] |

| • | [removed: continued] [added: decreased] sales [removed: growth] in [added: the] fast growth regions [removed: including in Latin America and] [added: of] Eastern [removed: Europe;] [added: Europe, Africa] and [added: the Middle East.] |

The [removed: 4.4] [added: 1.1] percentage point increase in gross profit as a percentage of sales in [removed: 2013] [added: 2014] from [removed: 2012] [added: 2013] was primarily the result of:

| • | lower cost of goods sold as a result of inventory fair value step-up and customer backlog recorded as part of the Merger purchase accounting, which decreased from [removed: $179.6] [added: $157.7] million in 2012 to [removed: $86.9] [added: $86.6] million in 2013; |

The [removed: 2.4] [added: 4.7] percentage point decrease in [removed: gross profit] [added: SG&A expense] as a percentage of sales in [removed: 2012] [added: 2013] from [removed: 2011] [added: 2012] was primarily the result of:

| • | [removed: higher] [added: a decrease in] cost of goods sold of [removed: $179.6] [added: $86.6] million in [removed: 2012] [added: 2014 compared to 2013] as a result of inventory fair value step-up and customer backlog recorded as part of the Merger purchase [removed: accounting; and] [added: accounting in 2013, which did not recur in 2014;] |

In December 2013, the Company's Board of Directors approved changing the Company's jurisdiction of organization from Switzerland to Ireland.

At an extraordinary meeting of shareholders on May 20, 2014, Pentair Ltd. shareholders voted in favor of a reorganization proposal pursuant to which Pentair Ltd. would merge into Pentair plc and all Pentair Ltd. common shares would be cancelled and all holders of such shares would receive ordinary shares of Pentair plc on a one-to-one basis.

The reorganization transaction was completed on June 3, 2014, at which time Pentair plc replaced Pentair Ltd. as the ultimate parent company (the "Redomicile").

Shares of Pentair plc began trading on the New York Stock Exchange ("NYSE") on June 3, 2014 under the symbol "PNR", the same symbol under which Pentair Ltd. shares were previously traded.

Our former parent company, Pentair Ltd,.

On September 28, 2012 prior to the Merger, Tyco effected a spin-off of Flow Control through

On July 28, 2014, our Board of Directors approved a decision to exit our Water Transport business in Australia.

The results of the Water Transport business have been presented as discontinued operations and the assets and liabilities of the Water Transport business have been reclassified as held for sale for all periods presented.

During 2014, we recognized an impairment charge related to allocated amounts of goodwill, intangible assets, property, plant & equipment and other non-current assets totaling $380.1 million, net of tax, representing our estimated loss on disposal of the Water Transport business.

The sale of a portion of the Water Transport business was completed in January 2015.

The remaining portions are expected to be disposed of by mid-2015.

| • | In 2014, our results were negatively impacted by changes in foreign exchange rates, most significantly related to fluctuations in the Euro, and we expect this trend to continue in 2015. |

Change in Warranty Reserve

Subsequent to our February 3, 2015 earnings announcement for the quarter and year ended December 31, 2014, we became aware of a potential warranty issue related to certain product sold by Process Technologies.

As a result, we recorded a $13.0 million charge to Cost of goods sold and adjusted the fourth quarter and full year 2014 financial results from Net income from continuing operations before noncontrolling interest of $137.8 million and $615.0 million, respectively, and Diluted earnings per share from continuing operations of $0.74 and $3.18, respectively, to Net income from continuing operations before noncontrolling interest of $129.8 million and $607.0 million, respectively, and to Diluted earnings per share from continuing operations of $0.70 and $3.14, respectively.

See ITEM 8, Note 17 of the Notes to Consolidated Financial Statements for additional information.

| Net sales | $ | 7,039.0 | | $ | 6,999.7 | | $ | 4,306.8 | | | 0.6 | % | 62.5 | % |

| Cost of goods sold | 4,576.0 | | | 4,629.6 | | | 3,040.9 | | | | (1.2 | )% | 52.2 | % |

| Gross profit | 2,463.0 | | | 2,370.1 | | | 1,265.9 | | | | 3.9 | % | 87.2 | % |

| % of net sales | 35.0 | | % | 33.9 | | % | 29.4 | | % | | 1.1 | | 4.5 | |

| Selling, general and administrative | 1,493.8 | | | 1,493.7 | | | 1,117.7 | | | | — | % | 33.6 | % |

| % of net sales | 21.3 | | % | 21.3 | | % | 26.0 | | % | | — | | (4.7 | ) |

| Research and development | 117.3 | | | 122.8 | | | 92.3 | | | | (4.5 | )% | 33.0 | % |

| Impairment of trade names | — | | | 11.0 | | | 60.7 | | | | (100.0 | )% | (81.9 | )% |

| % of net sales | — | | % | 0.2 | | % | 1.4 | | % | | (0.2 | ) | (1.2 | ) |

| Operating income (loss) | 851.9 | | | 742.6 | | | (4.8 | | ) | | 14.7 | % | N.M. | |

| % of net sales | 12.1 | | % | 10.6 | | % | (0.1 | | )% | | 1.5 | | 10.7 | |

| Net interest expense | 68.6 | | | 70.9 | | | 68.2 | | | | (3.2 | )% | 4.0 | % |

| Effective tax rate | 22.6 | | % | 25.5 | | % | 46.0 | | % | | (2.9 | ) | (20.5 | ) |

| Core growth | 1.9 | | | 8.7 | |

| Acquisition (divestiture) | (0.2 | ) | | 55.2 | |

| Total | 0.6 | % | | 62.5 | % |

| • | core sales growth in Technical Solutions, primarily as the result of increased volume in the United States, China and Canada; |

| • | decreases in sales of energy products in Valves & Controls and sales declines in residential retail product sales and infrastructure businesses in Flow Technologies; and |

| • | loss of revenue related to the 2013 divestitures of businesses in Technical Solutions and Flow Technologies. |

| • | growth in developed regions led by strength in the United States and Western Europe; |

| • | selective increases in selling prices across all business segments to mitigate inflationary cost increases. |

SG&A expense as a percentage of sales remained consistent in 2014 from 2013 and was favorably impacted by the following:

| • | savings generated from back-office consolidation, reduction in personnel and other lean initiatives; and |

| • | higher sales volume and the resultant gain of leverage on fixed operating expenses. |

All prior period amounts related to the segment change have been retrospectively reclassified throughout this Annual Report on Form 10-K to conform to the new presentation.

We now have four reporting segments: Valves & Controls, Process Technologies, Flow Technologies and Technical Solutions.

In May 2011, Pentair, Inc. acquired, as part of Process Technologies, the Clean Process Technologies (“CPT”) division of privately held Norit Holding B.V. for $715.3 million (€502.7 million translated at the May 12, 2011 exchange rate).

CPT’s results of operations have been included in our consolidated financial statements since the date of acquisition.

CPT is a global leader in membrane solutions and clean process technologies in the high growth water and beverage filtration and separation segments.

| | |

| --- | --- |

| • | In September 2012, we completed the Merger. With an acquisition of this magnitude and complexity, there are uncertainties and risks associated with realizing the amount and timing of anticipated growth opportunities and cost and tax synergies as described in ITEM 1A – Risk Factors. |

| • | End markets for new home building and new pool starts continue to show signs of rebound from their historically low levels in 2007—2011. New product introductions, expanded distribution, channel penetration and a recovering housing market resulted in volume increases for 2012 and 2013 in these end markets. |

| • | Economic uncertainty in Australia has negatively impacted business results and may continue to do so for the foreseeable future. |

| • | Continued integration of Pentair, Inc. and the Flow Control business; |

Proposed Redomicile

On December 10, 2013, Pentair Ltd. entered into a Merger Agreement (the “Merger Agreement”) with Pentair plc, a newly-formed Irish public limited company and subsidiary of Pentair (“Pentair-Ireland”).

Under the Merger Agreement, and subject to the conditions set forth in the Merger Agreement, Pentair will merge with and into Pentair-Ireland, with Pentair-Ireland being the surviving company (the “Redomicile”), thereby changing the jurisdiction of organization of the publicly-traded parent

company from Switzerland to Ireland.

Pentair shareholders will receive one ordinary share of Pentair-Ireland for each common share of Pentair held immediately prior to the Redomicile.

Upon completion of the Redomicile, Pentair-Ireland intends to manage its affairs so that it is centrally managed and controlled in the United Kingdom (the “U.K.”) and therefore have its tax residency in the U.K. Pentair-Ireland will continue to own and conduct the same businesses as Pentair owned and conducted prior to the Merger, except that Pentair-Ireland will replace Pentair as the publicly-traded parent company.

Pentair-Ireland will remain subject to U.S. Securities and Exchange Commission (“SEC”) reporting requirements and the applicable corporate governance rules of the New York Stock Exchange.

The Redomicile is subject to Pentair shareholder approval of the Merger Agreement and certain other conditions.

Pentair’s shareholders will be asked to vote to approve the Merger Agreement at an extraordinary general meeting of shareholders, which Pentair expects to be held during the second quarter of 2014.

| Net sales | $ | 7,479.7 | | $ | 4,416.1 | | $ | 3,456.7 | | | 69.4 | % | 27.8 | % |

| Cost of goods sold | 5,006.8 | | | 3,146.5 | | | 2,383.0 | | | | 59.1 | % | 32.0 | % |

| Gross profit | 2,472.9 | | | 1,269.6 | | | 1,073.7 | | | | 94.8 | % | 18.2 | % |

| % of net sales | 33.1 | | % | 28.7 | | % | 31.1 | | % | | 4.4 | | (2.4 | ) |

| Selling, general and administrative | 1,562.1 | | | 1,158.4 | | | 694.8 | | | | 34.8 | % | 66.7 | % |

| % of net sales | 21.0 | | % | 26.2 | | % | 20.1 | | % | | (5.2 | ) | 6.1 | |

| Research and development | 125.8 | | | 93.6 | | | 78.2 | | | | 34.4 | % | 19.7 | % |

| Operating income (loss) | 774.0 | | | (43.1 | | ) | 100.2 | | | | N.M. | | (143.0 | )% |

| % of net sales | 10.3 | | % | (1.0 | | )% | 2.9 | | % | | 11.3 | | (3.9 | ) |

| Net interest expense | 69.1 | | | 67.6 | | | 58.9 | | | | 2.2 | % | 14.8 | % |

| Effective tax rate | 25.3 | | % | 43.1 | | % | 107.3 | | % | | (17.8 | ) | (64.2 | ) |

| Acquisition | 62.1 | % | | 28.3 | % |

| Total | 69.4 | % | | 27.8 | % |

| • | sales volume of the Flow Control businesses subsequent to the Merger of $886.5 million and higher sales volume related to the May 2011 acquisition of CPT; |

| • | decreases in Technical Solutions sales volume in Western Europe and in the infrastructure vertical; and |

| • | higher cost of goods sold in 2011 as a result of the inventory fair value step-up and customer backlog recorded as part of the CPT purchase accounting. |

| • | trade name impairment charge of $11.0 million for 2013, compared to $60.7 million in 2012; |

| • | costs associated with the Merger, including $23.2 million in transaction advisory fees, $21.8 million of change of control costs and $34.1 million of other transaction costs; |

| • | restructuring costs of $66.9 million in 2012, compared to $13.0 million in 2011; |

| • | trade name impairment charge of $60.7 million; |

Our debt portfolio as of December 31, [removed: 2013,] [added: 2014,] was comprised of debt predominantly denominated in U.S. dollars.

This debt portfolio is comprised of [removed: 79%] [added: 67%] fixed-rate debt and [removed: 21%] [added: 33%] variable-rate debt.

Based on the fixed-rate debt included in our debt portfolio, as of December 31, [removed: 2013,] [added: 2014,] a 100 basis point increase or decrease in interest rates would result in a [removed: $99.1] [added: $92.5] million decrease or a [removed: $106.2] [added: $98.7] million increase in fair value, respectively.

Based on the variable-rate debt included in our debt portfolio as of December 31, [removed: 2013,] [added: 2014,] a 100 basis point increase in interest rates would result in a [removed: $5.2] [added: $10.0] million increase in interest incurred.

A decrease in our interest rates on our variable-rate debt of [removed: 52.2] [added: 68.6] basis points (to zero) would result in a decrease in interest incurred of [removed: $2.8] [added: $6.8] million.

Gains and losses related to a hedge are deferred and recorded in the Consolidated Balance Sheets as a component of AOCI and subsequently recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) when the hedged item affects [removed: net income.][added: earnings.]

Pentair [removed: Ltd.] [added: plc] is a focused diversified industrial manufacturing company comprising four reporting segments: Valves & Controls, Process Technologies, Flow Technologies and Technical Solutions.

Unless the context otherwise indicates, references herein to “Pentair,” the “Company,” and such words as “we,” “us,” and “our” include Pentair [removed: Ltd.] [added: plc] and its consolidated subsidiaries.

We are [removed: a Swiss] [added: an Irish] corporation limited by shares that was formed in [removed: 2000.][added: 2014.]

We are the successor to [added: Pentair Ltd., a Swiss corporation formed in 2012, and] Pentair, Inc., a Minnesota corporation formed in 1966 and our wholly-owned subsidiary, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

[added: Our former parent company,] Pentair [removed: Ltd.] [added: Ltd.,] took its [removed: current] form on September 28, 2012 as a result of a reverse acquisition (the "Merger") involving Pentair, Inc. and an indirect, wholly-owned subsidiary of Flow Control (defined below), with Pentair, Inc. surviving as an indirect, wholly-owned subsidiary of [removed: Pentair Ltd. "Flow Control" refers to Pentair Ltd. prior the Merger.][added: ours.]

On September 28, 2012 prior to the Merger, Tyco effected a spin-off of Flow Control through the pro-rata distribution of 100% of the outstanding [removed: common] [added: ordinary] shares of Flow Control to Tyco’s shareholders (the “Distribution”), resulting in the distribution of approximately 110.9 million of our [removed: common] [added: ordinary] shares to Tyco’s shareholders.

[added: Although our jurisdiction of organization is Ireland, we manage our affairs so that we are centrally managed and controlled in the United Kingdom (the "U.K.") and therefore have our tax residency in the U.K.] We [removed: anticipate] [added: expect] that having our publicly-traded parent company incorporated in Ireland and tax resident in the U.K. will provide us the following benefits:

| • | Incorporation of our publicly-traded parent company in Ireland [removed: would enable] [added: enables] us to benefit by being subject to a legal and regulatory structure in a jurisdiction with a well-developed legal system and corporate law with established standards of corporate governance. |

| • | The legal requirements we [removed: will be] [added: are now] subject to as a company incorporated in Ireland, listed on the NYSE and subject to [removed: SEC] [added: U.S. Securities and Exchange Commission ("SEC")] disclosure and shareholder voting requirements strike the right balance between robust external governance oversight and regulation of our executive and director pay practices and the ability of our compensation committee consisting of independent directors to determine executive compensation to provide incentives to our executive management and to offer competitive salaries and benefits. |

Our management office in the United States [added: ("U.S.")] is located at 5500 Wayzata Boulevard, Suite 800, Minneapolis, Minnesota.

Reporting segment and geographical financial information is contained in ITEM 8, Note [removed: 15] [added: 16] of the Notes to Consolidated Financial Statements, included in this Form 10-K.

During the [removed: fourth] [added: first] quarter of [removed: 2013,] [added: 2015,] we reorganized our business segments to reflect a new operating structure and management of our [removed: Global Business Units,] [added: GBUs,] resulting in a change [removed: from three] [added: to our] reporting segments [removed: to four.][added: in 2015.]

The product line is sold under many trade names, including Biffi, Keystone, Vanessa, Anderson Greenwood and [removed: Crosby] [added: Crosby,] globally via its internal sales force and in some cases through [removed: a network of] independent distributors.

The Filtration & Process and [removed: Aquatic] [added: Water Quality] Systems GBUs comprise this segment.

[removed: Both the Filtration &] Process [removed: and Aquatic Systems GBUs] [added: Technologies] primarily [removed: sell] [added: sells] water systems, consisting of pumps, valves and [removed: filters.][added: filters used in the manufacturing of water softeners, filtration and deionization systems and commercial and residential water filtration applications.]

[removed: Aquatic Systems] [added: Process Technologies also] produces a broad line of leading edge equipment, accessories and water technology solutions, including pumps, filtration equipment, thermal products, automated controls, lights, automatic cleaners, water purification and treatment technology and water features.

Competition in [added: our] Filtration & Process [added: GBU] focuses on product performance and design, quality, delivery and price.

For [removed: Aquatic Systems,] [added: our Water Quality Systems GBU,] competition focuses on brand names, product performance (including energy-efficient offerings), quality and price.

Flow Technologies is involved in the entire fluid system from transmission and distribution, process and control, to pumps, [removed: pipes,] fittings and couplings.

Brand names for Flow Technologies products include Aurora, [added: Berkeley,] Fairbanks-Nijhuis, [removed: Sta-Rite,] Hydromatic [removed: Hypro, Berkeley] [added: Hypro] and [removed: Sintakote.][added: Sta-Rite.]

Competition in Flow Technologies focuses on brand names, product performance (including energy-efficient [removed: offerings), quality] [added: offerings] and [added: required specifications), quality, service and] price.

Technical Solutions products are [added: highly engineered and are] sold largely through [removed: a global network of] independent distributors and [removed: are highly engineered and sold] on a project [removed: basis] [added: basis,] via a network of sales and service professionals.

Technical Solutions has [removed: developed] a global installed base of customers.

Within Technical Solutions, [added: the] equipment protection [added: business] faces significant competition in the verticals it serves, particularly within the communications industry, where product design, prototyping, global supply, price competition and customer service are significant factors.

| In millions | [removed: 2013 | |] [added: 2014] | [removed: 2012] | | [added: 2013] | [removed: $ change] | | [added: 2012] | [removed: % change] | |

We expect the majority of our backlog from all segments at December 31, [removed: 2013] [added: 2014] will be filled in [removed: 2014.][added: 2015.]

Research and development expenditures during [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] were [removed: $125.8] [added: $117.3] million, [removed: $93.6] [added: $122.8] million and [removed: $78.2] [added: $92.3] million, respectively.

Environmental matters are discussed in ITEM 3, ITEM 7 and ITEM 8, Note [removed: 16] [added: 17] of the Notes to Consolidated Financial Statements, included in this Form 10-K.

As of December 31, [removed: 2013,] [added: 2014,] we employed [removed: 28,600] [added: 28,400] people worldwide, of which [removed: 9,300] [added: 9,200] were in the [removed: United States] [added: U.S.] and [removed: 10,900] [added: 10,000] were covered by collective bargaining agreements or works councils.

We make available free of charge (other than an investor’s own Internet access charges) through our Internet website (http://www.pentair.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form [removed: 8-K] [added: 8-K,] and if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material [removed: with] [added: with,] or furnish it to, the [removed: Securities and Exchange Commission.][added: SEC.]

In December 2013, the Company's Board of Directors approved changing the Company's jurisdiction of organization from Switzerland to Ireland.

At an extraordinary meeting of shareholders on May 20, 2014, Pentair Ltd. shareholders voted in favor of a reorganization proposal pursuant to which Pentair Ltd. would merge into Pentair plc and all Pentair Ltd. common shares would be cancelled and all holders of such shares would receive ordinary shares of Pentair plc on a one-to-one basis.

The reorganization transaction was completed on June 3, 2014, at which time Pentair plc replaced Pentair Ltd. as the ultimate parent company (the "Redomicile").

Shares of Pentair plc began trading on the New York Stock Exchange ("NYSE") on June 3, 2014 under the symbol "PNR," the same symbol under which Pentair Ltd. shares were previously traded.

"Flow Control" refers to Pentair Ltd. prior the Merger.

Our registered principal office is located at P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU United Kingdom.

On July 28, 2014, our Board of Directors approved a decision to exit our Water Transport business in Australia, previously part of our Flow Technologies reporting segment.

We expect to dispose of the Water Transport business by mid-2015.

The magnitude of the sales increase is partially mitigated by employing some advance sale “early buy” programs (generally including extended payment terms and/or additional discounts).

NEW SEGMENTATION

As part of this reorganization, the legacy Filtration & Process GBU was combined with the legacy Flow Technologies GBU to form the Flow & Filtration Solutions reporting segment and now operates as a stand-alone GBU and the Water Quality Systems reporting segment now operates as a stand-alone GBU.

All segment information presented throughout this Annual Report on Form 10-K, with the exception of the table below, was prepared based on the reporting segments in place during 2014.

The below table presents sales and segment income under the revised reporting segments (Valves & Controls, Technical Solutions, Flow & Filtration Solutions and Water Quality Systems) for the years ended December 31, 2014, 2013 and 2012.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | |

| | December 31 | | | | | | | | |

| Net sales | | | | | | | | | |

| Valves & Controls | $ | 2,377.3 | | $ | 2,451.7 | | $ | 540.3 | |

| Flow & Filtration Solutions | 1,603.1 | | | 1,651.8 | | | 1,451.5 | | |

| Water Quality Systems | 1,356.4 | | | 1,269.3 | | | 1,108.1 | | |

| Technical Solutions | 1,728.1 | | | 1,663.4 | | | 1,233.9 | | |

| Other | (25.9 | | ) | (36.5 | | ) | (27.0 | | ) |

| Consolidated | $ | 7,039.0 | | $ | 6,999.7 | | $ | 4,306.8 | |

| Segment income (loss) | | | | | | | | | |

| Valves & Controls | $ | 345.1 | | $ | 297.5 | | $ | 40.7 | |

| Flow & Filtration Solutions | 169.2 | | | 170.7 | | | 113.4 | | |

| Water Quality Systems | 242.9 | | | 220.1 | | | 174.8 | | |

| Technical Solutions | 358.2 | | | 322.4 | | | 232.2 | | |

| Other | (93.7 | | ) | (108.4 | | ) | (77.6 | | ) |

| Consolidated | $ | 1,021.7 | | $ | 902.3 | | $ | 483.5 | |

| In millions | 2014 | | | 2013 | | | $ change | | | % change | |

| Valves & Controls | $ | 1,234.4 | | $ | 1,353.2 | | $ | (118.8 | ) | (8.8 | )% |

| Process Technologies | 315.2 | | | 298.7 | | | 16.5 | | | 5.5 | |

| Flow Technologies | 166.3 | | | 170.2 | | | (3.9 | | ) | (2.3 | ) |

| Technical Solutions | 281.0 | | | 218.7 | | | 62.3 | | | 28.5 | |

| Total | $ | 1,996.9 | | $ | 2,040.8 | | $ | (43.9 | ) | (2.2 | )% |

After the Merger, our common shares are traded on the New York Stock Exchange under the symbol PNR.

On December 10, 2013, Pentair Ltd. entered into a Merger Agreement (the “Merger Agreement”) with Pentair plc, a newly-formed Irish public limited company and subsidiary of Pentair (“Pentair-Ireland”).

Under the Merger Agreement, and subject to the conditions set forth in the Merger Agreement, Pentair will merge with and into Pentair-Ireland, with Pentair-Ireland being the surviving company (the “Redomicile”), thereby changing the jurisdiction of organization of the publicly-traded parent company from Switzerland to Ireland.

Pentair shareholders will receive one ordinary share of Pentair-Ireland for each common share of Pentair held immediately prior to the Redomicile.

Upon completion of the Redomicile, Pentair-Ireland intends to manage its affairs so that it is centrally managed and controlled in the United Kingdom (the “U.K.”) and therefore have its tax residency in the U.K. Pentair-Ireland will continue to own and conduct the same businesses as Pentair owned and conducted prior to the Merger, except that Pentair-Ireland will replace Pentair as the publicly-traded parent company.

Pentair-Ireland will remain subject to U.S. Securities and Exchange Commission (“SEC”) reporting requirements and the applicable corporate governance rules of the New York Stock Exchange.

The Redomicile is subject to Pentair shareholder approval of the Merger Agreement and certain other conditions.

Pentair’s shareholders will be asked to vote to approve the Merger Agreement at an extraordinary general meeting of shareholders, which Pentair expects to be held during the second quarter of 2014.

Our registered principal office is located at Freier Platz 10, 8200 Schaffhausen, Switzerland.

All prior period amounts related to the segment change have been retrospectively reclassified throughout this Annual Report on Form 10-K to conform to the new presentation.

Filtration & Process products are used in the manufacturing of water softeners, filtration and deionization systems, marine and recreational vehicle applications and commercial and residential water filtration applications.

Also, we generally experience increased demand during Australia’s prime agricultural seasons.

While home center and national retailers are important for residential lines of water and wastewater pumps, they are not important for commercial pumps.

For municipal pumps and pipeline systems, competition focuses on performance to meet required specifications, service and price.

However, consolidation, globalization and outsourcing are visible trends in the marketplace and typically play to the strengths of a large and globally positioned supplier.

| Valves & Controls | $ | 1,353.2 | | $ | 1,412.5 | | $ | (59.3 | ) | (4.2 | )% |

| Process Technologies | 298.7 | | | 287.7 | | | 11.0 | | | 3.8 | |

| Flow Technologies | 352.4 | | | 471.2 | | | (118.8 | | ) | (25.2 | ) |

| Technical Solutions | 218.7 | | | 290.4 | | | (71.7 | | ) | (24.7 | ) |

| Total | $ | 2,223.0 | | $ | 2,461.8 | | $ | (238.8 | ) | (9.7 | )% |

We do and will continue to periodically reexamine our estimates of probable liabilities and any associated expenses and receivables and [added: make appropriate adjustments to such estimates based on experience and developments in litigation.]

These cases typically involve product liability claims based primarily on allegations of manufacture, sale or distribution of industrial products that either contained asbestos or were attached to or used with [removed: asbestos-containing components manufactured by third-parties.][added: asbestos-]

As of December 31, [removed: 2013,] [added: 2014,] there were approximately [removed: 2,000 lawsuits pending] [added: 3,400 claims outstanding] against our subsidiaries.

Our estimated liability for asbestos-related claims was [removed: $254.7] [added: $249.1] million and [removed: $278.9] [added: $254.7] million as of December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] respectively, and was recorded in Other non-current liabilities in the Consolidated Balance Sheets for pending and future claims and related defense costs.

Our estimated receivable for insurance recoveries was [removed: $119.6] [added: $115.8] million and [removed: $131.0] [added: $119.6] million at December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] all of which was acquired in the Merger, and was recorded in Other non-current assets in the Consolidated Balance Sheets.

Based upon our experience, current information regarding known contingencies and applicable laws, we have recorded reserves for these environmental matters of [removed: $39.3] [added: $31.4] million and [removed: $49.2] [added: $34.8] million as of December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] respectively.

containing components manufactured by third-parties.

make appropriate adjustments to such estimates based on experience and developments in litigation.

A lawsuit might include several claims, and we have approximately 2,200 claims outstanding as of December 31, 2013.

10-K 1 [removed: pnr-20131231x10k.htm] [added: pnr-20141231x10k.htm] FORM 10-K

For the Fiscal Year Ended December 31, [removed: 2013][added: 2014]

Registrant’s telephone number, including area code: [removed: 41-52-630-48-00][added: 44-161-703-1885]

| [removed: Common] [added: Ordinary] Shares, [removed: CHF 0.50 par] [added: nominal] value [added: $0.01 per share] | | New York Stock Exchange |

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit [removed: to] [added: and] post such files).

Aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of [removed: $57.69] [added: $72.76] per share as reported on the New York Stock Exchange on June [removed: 28, 2013] [added: 27, 2014] (the last business day of Registrant’s most recently completed second quarter): [removed: $11,254,968,822][added: $13,741,728,602]

The number of shares outstanding of Registrant’s only class of common stock on December 31, [removed: 2013] [added: 2014] was [removed: 197,356,157.][added: 182,442,197.]

Parts of the Registrant’s definitive proxy statement for its annual meeting to be held on May [removed: 20, 2014,] [added: 5, 2015,] are incorporated by reference in this Form 10-K in response to Part III, ITEM 10, 11, 12, 13 and 14.

For the Year Ended December 31, [removed: 2013][added: 2014]

| ITEM 1. | | [removed: [Business](#s44C0E18391F1A97B1DD07432FADC32F3)] [added: [Business](#s93D90FCA9EBE937A30923EDDD8E18BB0)] | | [removed: [1](#s44C0E18391F1A97B1DD07432FADC32F3)] [added: [1](#s93D90FCA9EBE937A30923EDDD8E18BB0)] |

| ITEM 1A. | | [Risk [removed: Factors](#sB61EF539E0DA489213A77432FEE8F2C0)] [added: Factors](#s8C5E1FEFDC8640EB5EA53EDDD90397DD)] | | [removed: [6](#sB61EF539E0DA489213A77432FEE8F2C0)] [added: [6](#s8C5E1FEFDC8640EB5EA53EDDD90397DD)] |

| ITEM 1B. | | [Unresolved Staff [removed: Comments](#sDE77B27AFE3BC0A0D6527432FF0ABF1A)] [added: Comments](#sE52006DF0D70BFE9473D3EDDD935C9B8)] | | [removed: [22](#sDE77B27AFE3BC0A0D6527432FF0ABF1A)] [added: [18](#sE52006DF0D70BFE9473D3EDDD935C9B8)] |

| ITEM 2. | | [removed: [Properties](#s63FF488C0DDF936BA9F77432FF469813)] [added: [Properties](#s50C34F51752FBC2A57C13EDDD956BAF3)] | | [removed: [22](#s63FF488C0DDF936BA9F77432FF469813)] [added: [18](#s50C34F51752FBC2A57C13EDDD956BAF3)] |

| ITEM 3. | | [Legal [removed: Proceedings](#sD1D6EDFFDE9043F0BDFF7432FF5E7100)] [added: Proceedings](#sA8B31AEC4122C193E8F13EDDD988C8BC)] | | [removed: [22](#sD1D6EDFFDE9043F0BDFF7432FF5E7100)] [added: [18](#sA8B31AEC4122C193E8F13EDDD988C8BC)] |

| ITEM 4. | | [Mine Safety [removed: Disclosures](#s1A79E9CD6492B263F7F47432FFB0F87C)] [added: Disclosures](#sBC268FC72B2BFB16F96C3EDDD9DCB539)] | | [removed: [24](#sC1383A37159C3D23EEBE7432FF8FD756)] [added: [20](#s5FF36EA8E10DB574D2643EDDD9ABC39A)] |

| ITEM 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s5B4ABDC0C39AC1237816743300058DA4)] [added: Securities](#sE0FC91D8DE1CDBA458F63EDD635E3A81)] | | [removed: [26](#s5B4ABDC0C39AC1237816743300058DA4)] [added: [22](#sE0FC91D8DE1CDBA458F63EDD635E3A81)] |

| ITEM 6. | | [Selected Financial [removed: Data](#s6DBA392359E2A09CFC4274330046E3B1)] [added: Data](#s0394FE5256CBFBB024023EDD6A3DA184)] | | [removed: [29](#s6DBA392359E2A09CFC4274330046E3B1)] [added: [25](#s0394FE5256CBFBB024023EDD6A3DA184)] |

| ITEM 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sE9856785B97D56280EBD7433005702A3)] [added: Operations](#s7E6A79CFD2E167C9122E3EDDDA849A6A)] | | [removed: [30](#sE9856785B97D56280EBD7433005702A3)] [added: [26](#s7E6A79CFD2E167C9122E3EDDDA849A6A)] |

| ITEM 7A. | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sF611DA7035EE547179F974330152B9A8)] [added: Risk](#sF6DAA4FEB24F3B9B81283EDDDB7DD0FE)] | | [removed: [52](#sF611DA7035EE547179F974330152B9A8)] [added: [47](#sF6DAA4FEB24F3B9B81283EDDDB7DD0FE)] |

| ITEM 8. | | [Financial Statements and Supplementary [removed: Data](#sCFE3633FA2F09778846E743301844822)] [added: Data](#s9E94D00EAC80DFEC95973EDDDB9EF5D1)] | | [removed: [54](#sCFE3633FA2F09778846E743301844822)] [added: [48](#s9E94D00EAC80DFEC95973EDDDB9EF5D1)] |

| ITEM 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sCF6A50309A22F01D402074330807A982)] [added: Disclosure](#sFD089D6CA983DC8D8A7B3EDDE1CE80F2)] | | [removed: [105](#sCF6A50309A22F01D402074330807A982)] [added: [100](#sFD089D6CA983DC8D8A7B3EDDE1CE80F2)] |

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| ITEM 9B. | | [Other [removed: Information](#sD07547AC428A58DFAD097433085A3EDA)] [added: Information](#s32B2A40D09D2D607C0A03EDDE221E539)] | | [removed: [105](#sD07547AC428A58DFAD097433085A3EDA)] [added: [100](#s32B2A40D09D2D607C0A03EDDE221E539)] |

| ITEM 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#s1DE3C41C03AEE9EB3F3E743308ADB085)] [added: Governance](#s675701AA65A30C1FF8C83EDDE275FA3E)] | | [removed: [106](#s1DE3C41C03AEE9EB3F3E743308ADB085)] [added: [101](#s675701AA65A30C1FF8C83EDDE275FA3E)] |

| ITEM 11. | | [Executive [removed: Compensation](#sDF237C140D3B299053A5743308CFA2FB)] [added: Compensation](#sA8F14E788A3F5C1DDB473EDDE2A61BCD)] | | [removed: [106](#sDF237C140D3B299053A5743308CFA2FB)] [added: [101](#sA8F14E788A3F5C1DDB473EDDE2A61BCD)] |

| ITEM 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sDC13DAB8F2CC1900E2E47432F9DF78CC)] [added: Matters](#s6B7652BF225A192DC0023EDDE2C8D92E)] | | [removed: [107](#sDC13DAB8F2CC1900E2E47432F9DF78CC)] [added: [102](#s6B7652BF225A192DC0023EDDE2C8D92E)] |

| ITEM 13. | | [Certain Relationships and Related Transactions and Director [removed: Independence](#sE8F4F007A798424F86887433092321EB)] [added: Independence](#s36E21208A0EED275C2E83EDDE2FB2570)] | | [removed: [107](#sE8F4F007A798424F86887433092321EB)] [added: [102](#s36E21208A0EED275C2E83EDDE2FB2570)] |

| ITEM 14. | | [Principal Accounting Fees and [removed: Services](#sA399DCCD61FCC540E422743309544A9D)] [added: Services](#s314944885F6F9338B0123EDDE31BDB49)] | | [removed: [107](#sA399DCCD61FCC540E422743309544A9D)] [added: [102](#s314944885F6F9338B0123EDDE31BDB49)] |

| ITEM 15. | | [Exhibits, Financial Statement [removed: Schedules](#sD0BEE1ABDB5E53DA1B65743309892894)] [added: Schedules](#s7C064954E63BF9163E7F3EDDE34D1978)] | | [removed: [108](#sD0BEE1ABDB5E53DA1B65743309892894)] [added: [103](#s7C064954E63BF9163E7F3EDDE34D1978)] |

Pentair plc

| Ireland | | 98-1141328 |

| P.O. Box 471, Sharp Street, Walkden, Manchester, M28 8BU United Kingdom | | |

Pentair plc

| | | [Signatures](#sE202C64D39E4A8F2E6143EDDE36E3446) | | [104](#sE202C64D39E4A8F2E6143EDDE36E3446) |

Pentair Ltd.

| Switzerland | | 98-1050812 |

| Freier Platz 10, 8200 Schaffhausen, Switzerland | | |

| | | [Signatures](#s6449F7A7E85450F05234743309A615A9) | | [109](#s6449F7A7E85450F05234743309A615A9) |

Our principal office is located in leased premises in [removed: Schaffhausen, Switzerland,] [added: Manchester, United Kingdom,] and our management office in the United States is located in leased premises in Minneapolis, Minnesota.

We carry out our Valves & Controls manufacturing operations at 8 plants located throughout the United States and [removed: 34] [added: at 37] plants located in [removed: 17] [added: 16] other countries.

In addition, Valves & Controls has [removed: 31] [added: 27] distribution facilities, [removed: 57] [added: 58] sales offices and [removed: 51] [added: 52] service centers located in numerous countries throughout the world.

We carry out our Process Technologies manufacturing operations at [removed: 14] [added: 17] plants located throughout the United States and at [removed: 11] [added: 14] plants located in [removed: 8] [added: 9] other countries.

In addition, Process Technologies has [removed: 10] [added: 21] distribution [removed: facilities and 22] [added: facilities, 24] sales offices [added: and 2 service centers] located in numerous countries throughout the world.

We carry out our Flow Technologies manufacturing operations at [removed: 7] [added: 6] plants located throughout the United States and at [removed: 14] [added: 5] plants located in [removed: 10] [added: 5] other countries.

In addition, Flow Technologies has [removed: 40] [added: 13] distribution facilities, [removed: 20] [added: 7] sales offices and [removed: 11] [added: 12] service centers located in numerous countries throughout the world.

We carry out our Technical Solutions manufacturing operations at [removed: 8] [added: 7] plants located throughout the United States and [removed: 9] [added: at 10] plants located in 8 other countries.

In addition, Technical Solutions has [removed: 11] [added: 12] distribution [removed: facilities and 52] [added: facilities, 48] sales offices [added: and 3 service centers] located in numerous countries throughout the world.

Current executive officers of Pentair [removed: Ltd.,] [added: plc,] their ages, current position and their business experience during at least the past five years are as follows:

| Randall J. Hogan | | [removed: 58] [added: 59] | | | Chief Executive Officer since 2001 and Chairman of the Board since 2002; President and Chief Operating Officer, 1999 — 2000; Executive Vice President and President of Pentair’s Electrical and Electronic Enclosures Group, 1998 — 1999; United Technologies Carrier Transicold President, 1995 — 1997; Pratt & Whitney Industrial Turbines Vice President and General Manager, 1994 — 1995; General Electric various executive positions, 1988 — 1994; McKinsey & Company consultant, 1981 — 1987. |

| John L. Stauch | | [removed: 49] [added: 50] | | | Executive Vice President and Chief Financial Officer since 2007; Chief Financial Officer of the Automation and Control Systems unit of Honeywell International Inc., 2005 — 2007; Vice President, Finance and Chief Financial Officer of the Sensing and Controls unit of Honeywell International Inc., 2004 — 2005; Vice President, Finance and Chief Financial Officer of the Automation & Control Products unit of Honeywell International Inc., 2002 — 2004; Chief Financial Officer and IT Director of PerkinElmer Optoelectronics, a unit of PerkinElmer, Inc., 2000 — 2002; Various executive, investor relations and managerial finance positions with Honeywell International Inc. and its predecessor AlliedSignal Inc., 1994 — 2000. |

| Frederick S. Koury | | [removed: 53] [added: 54] | | | Senior Vice President, Human Resources since 2003; Vice President of Human Resources at Limited Brands, 2000 — 2003; PepsiCo, Inc., various executive positions, 1985 — 2000. |

| Angela D. Lageson | | [removed: 45] [added: 46] | | | Senior Vice President, General Counsel and Secretary since 2010; Assistant General Counsel, 2002 — 2010; Shareholder and Officer of the law firm of Henson & Efron, P.A., 2000 — 2002; Associate Attorney in the law firm of Henson & Efron, P.A. 1996 — 2000 and in the law firm of Felhaber Larson Fenlon & Vogt, P.A., 1992 — 1996. |

| Mark C. Borin | | [removed: 46] [added: 47] | | | [removed: Corporate Controller and] Chief Accounting Officer since [removed: 2008;] [added: 2008 and Treasurer since 2015;] Partner in the audit practice of the public accounting firm KPMG LLP, 2000 — 2008; Various positions in the audit practice of KPMG LLP, 1989 — [removed: June] 2000. |

| Karl R. Frykman | | [removed: 53] [added: 54] | | | President, [removed: Aquatic] [added: Water Quality] Systems Global Business Unit since 2007; President of Aquatic Systems' National Pool Tile group, 1998— 2007; Vice President of Operations for American Products, 1995— 1998; Vice President of Anthony Pools, 1990 — 1995; Vice President of Poolsaver, 1988 — 1990. |

| Alok Maskara | | [removed: 42] [added: 43] | | | President, Technical Solutions Global Business Unit since 2014; President, Thermal Management business, 2012 — 2014; President, Water Purification business, 2011 — 2012; President, Residential Filtration business, 2008 — 2011; General Manager of the Residential & Commercial water business at General Electric Corporation, 2006 — 2008; Manager Corporate Initiatives, General Electric Corporation, 2004 — 2006; Various executive positions with McKinsey & Company, 2000 — 2004. |

| Phil Pejovich | | [removed: 48] [added: 49] | | | President, Flow [removed: Technologies] [added: & Filtration Solutions] Global Business Unit since [added: 2015; President, Flow Technologies Global Business Unit,] 2014; President, Equipment Protection business, 2010 - 2014; Various executive positions within Whirlpool Corporation, including Business Strategy, North America Refrigeration, President, Whirlpool Greater China, 1999 — 2010; Various executive positions at TRW, Inc., Electrospace, and E-Systems, (divisions of Raytheon Company) 1987 [removed: -] [added: —] 1999. |

| Christopher Stevens | | [removed: 46] [added: 47] | | | President, Valves & Controls Global Business Unit since 2014; Vice President of Product Management & Marketing, Valves & Controls business, 2012 — 2014; General Manager of Global Mining for Tyco International's Flow Control business, 2009 — 2012; Vice President of Strategy & Global Marketing for Tyco International's Flow Control business, 2007 — 2009; Director, Strategy & Business Planning, Tyco Engineered Products & Services, 2005 — 2006; Vice President of Worldwide Strategic Sourcing at Fisher Scientific International, 2002 — 2005; Various business positions with McKinsey & Company, CSC Index and Westinghouse Electric, 1990 — 2002. |

| Todd R. Gleason | | 43 | | | Senior Vice President, Growth since 2013; President, Integration and Standardization, 2012 — 2013; Vice President, Marketing & Strategy, 2010 — 2012; Vice President, Investor Relations and Business Analysis and Planning, 2007 — 2010; Director of Investor Relations with American Standard (now Ingersoll Rand), 2005 — 2007; Various business leadership positions with Honeywell International Inc. and its predecessor AlliedSignal Inc., 1998 — 2005. |

| Michael G. Meyer | | 55 | | | Vice President, Treasurer since 2012; Vice President of Treasury and Tax, 2004 – 2012; Treasurer, 2002 — 2004; Assistant Treasurer, 1994 — 2001; Various executive positions with Federal-Hoffman, Inc. (former subsidiary of Pentair), 1985 — 1994. |

| Netha N. Johnson | | 43 | | | President, Filtration & Process Global Business Unit since 2013; President, Process Technologies business, 2010 — 2013; President and General Manager of Dyneon (wholly owned subsidiary of 3M), 2007 — 2010; Various executive positions with Brooks Automation, Inc., 1999 — 2004. |

Our [removed: common] [added: ordinary] shares are listed for trading on the New York Stock Exchange and trade under the symbol “PNR.” As of December 31, [removed: 2013,] [added: 2014,] there were [removed: 19,826] [added: 21,273] shareholders of record.

The high, low and closing sales price for our [removed: common] [added: ordinary] shares and the dividends paid for each of the quarterly periods for [removed: 2013] [added: 2014] and [removed: 2012] [added: 2013] were as follows:

| Dividends paid | [removed: 0.23] [added: 0.25] | | | [removed: 0.23] [added: 0.25] | | | [removed: 0.25] [added: 0.30] | | | [removed: 0.25] [added: 0.30] | | | | [removed: 0.22] [added: 0.23] | | | [removed: 0.22] [added: 0.23] | | | [removed: 0.22] [added: 0.25] | | | [removed: 0.22] [added: 0.25] | | |

Future dividends on our [removed: common] [added: ordinary] shares or reductions of [removed: registered] share capital for distribution to shareholders, if any, must be approved by our [removed: shareholders.][added: board of directors for payment out of distributable reserves on our statutory balance sheet.]

The timing, declaration and payment of future dividends to holders of our [removed: common] [added: ordinary] shares will depend upon many factors, including our financial condition and results of operations, the capital requirements of our businesses, industry practice and any other relevant factors.

The following information under the caption “Share Performance Graph” in this ITEM 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of [removed: 1934] [added: 1934, as amended (the "Exchange Act"),] or to the liabilities of Section 18 of the [removed: Securities] Exchange Act [removed: of 1934] and will not be deemed to be incorporated by reference into any filing under the Securities Act of [removed: 1933] [added: 1933, as amended,] or the [removed: Securities] Exchange [removed: Act of 1934,] [added: Act,] except to the extent we specifically incorporate it by reference into such a filing.

The following graph sets forth the cumulative total shareholder return on our [removed: common] [added: ordinary] shares for the last five years, assuming the investment of $100 on December 31, [removed: 2008] [added: 2009] and the reinvestment of all dividends since that date to December 31, [removed: 2013.][added: 2014.]

[removed: ][added: ]

| | Base Period December [removed: 2008] [added: 2009] | | INDEXED RETURNS Years ended December 31 | | | | | | | | | |

| Company / Index | [removed: 2009 | |] 2010 | | 2011 | | 2012 | | 2013 | | [added: 2014] | | [added: | |]

The following table provides information with respect to purchases we made of our [removed: common] [added: ordinary] shares during the fourth quarter of [removed: 2013:][added: 2014:]

| (a) | The purchases in this column include [removed: 50,616] [added: 27,310] shares for the period September [removed: 29] [added: 28] – October [removed: 26, 2013, 377] [added: 25, 2014, 111] shares for the period October [removed: 27] [added: 26] – November [removed: 23, 2013,] [added: 22, 2014,] and [removed: 6,293] [added: 4,463] shares for the period November [removed: 24] [added: 23] – December 31, [removed: 2013] [added: 2014] deemed surrendered to us by participants in our 2012 Stock and Incentive Plan (the “2012 Plan”) and earlier stock incentive plans that are now outstanding under the 2012 Plan (collectively [removed: “the Plans”)] [added: the “Plans”)] to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted shares. |

| (c) | The number of shares in this column represents the number of shares repurchased as part of our publicly announced plans to repurchase our [removed: common] [added: ordinary] shares up to a maximum dollar limit of [removed: $2.2] [added: $3.2] billion. |

| | 2014 | | | | | | | | | | | | | 2013 | | | | | | | | | | | |

| High | $ | 83.37 | | $ | 81.04 | | $ | 73.36 | | $ | 69.37 | | | $ | 54.20 | | $ | 60.14 | | $ | 66.49 | | $ | 77.97 | |

| Low | 71.29 | | | 71.96 | | | 62.91 | | | 59.09 | | | | 49.39 | | | 49.67 | | | 57.38 | | | 62.80 | | |

| Close | 77.66 | | | 72.76 | | | 67.41 | | | 66.42 | | | | 52.75 | | | 57.69 | | | 65.52 | | | 77.67 | | |

Pentair has paid 156 consecutive quarterly dividends.

The Board of Directors has approved a plan to increase the dividend for the remainder of 2015, which will mark the 39th consecutive year we have increased dividends.

We are not permitted to pay dividends out of share capital, which includes share premiums.

Distributable reserves may be created through the earnings of the Irish parent company and through a reduction in share capital approved by the Irish High Court.

Distributable reserves are not linked to a U.S. generally accepted accounting principles (“GAAP”) reported amount (e.g., retained earnings).

On July 22, 2014, the Irish High Court approved Pentair plc's conversion of approximately $14.4 billion of share premium to distributable reserves.

On July 29, 2014, following the approval of the Irish High Court, we made the required filing of Pentair plc's initial accounts with the Irish Companies Registration Office, which completed the process to allow us to pay future cash dividends and redeem and repurchase shares out of Pentair plc's "distributable reserves." As of December 31, 2014, our distributable reserve balance was $12.1 billion.

United Kingdom Tax Considerations

Although our jurisdiction of organization is Ireland, we manage our affairs so that we are centrally managed and controlled in the U.K. and therefore have our tax residency in the U.K.

As a result of its U.K. tax status, dividend distributions by Pentair plc to its shareholders are not subject to withholding tax, as the U.K. currently does not levy a withholding tax on dividend distributions.

See the discussion of “Dividends” under “Liquidity and Capital Resources—Financing Activities” in ITEM 7 of this annual report on Form 10-K for additional information required by this item.

| Pentair plc | 100 | | 115.62 | | 107.67 | | 162.46 | | 261.07 | | 226.71 | |

| S&P 500 Index | 100 | | 115.06 | | 117.49 | | 136.30 | | 180.44 | | 205.14 | |

| S&P 500 Industrials Index | 100 | | 126.73 | | 125.98 | | 145.32 | | 204.43 | | 224.51 | |

| September 28 – October 25, 2014 | 4,510,220 | | $ | 64.06 | | 4,482,910 | | $ | 13,823,462 | |

| October 26 – November 22, 2014 | 208,644 | | 66.48 | | | 208,533 | | 104 | | |

| November 23 – December 31, 2014 | 4,463 | | 62.78 | | | — | | 1,000,000,104 | | |

| Total | 4,723,327 | | | | | 4,691,443 | | | | |

| (d) | In December 2013, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $1.0 billion. There was no remaining availability under this authorization as of December 31, 2014. In December 2014, our Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $1.0 billion. This authorization expires on December 31, 2019 and is in addition to the 2013 share repurchase authorization. |

| | 2013 | | | | | | | | | | | | | 2012 | | | | | | | | | | | |

| High | $ | 54.20 | | $ | 60.14 | | $ | 66.49 | | $ | 77.97 | | | $ | 48.77 | | $ | 47.59 | | $ | 45.21 | | $ | 49.50 | |

| Low | 49.39 | | | 49.67 | | | 57.38 | | | 62.80 | | | | 33.88 | | | 36.31 | | | 37.43 | | | 40.30 | | |

| Close | 52.75 | | | 57.69 | | | 65.52 | | | 77.67 | | | | 47.61 | | | 38.28 | | | 44.51 | | | 49.15 | | |

Pentair has paid 152 consecutive quarterly dividends and has increased dividends each year for 37 consecutive years.

We expect to obtain shareholder approval of the annual dividend amount out of contributed surplus each year at our annual general meeting, and we expect to distribute the approved dividend amount in four quarterly installments.

| Pentair Ltd. | 100 | | 140.14 | | 162.03 | | 150.90 | | 227.68 | | 365.87 | |

| S&P 500 Index | 100 | | 126.46 | | 145.51 | | 148.59 | | 172.37 | | 228.19 | |

| S&P 500 Industrials Index | 100 | | 120.93 | | 153.26 | | 152.35 | | 175.73 | | 247.22 | |

| September 29 – October 26, 2013 | 966,101 | | $ | 65.58 | | 915,485 | | $ | 265,555,373 | |

| October 27 – November 23, 2013 | 1,496,677 | | 68.40 | | | 1,496,300 | | 163,164,486 | | |

| November 24 – December 31, 2013 | 191,493 | | 71.15 | | | 185,200 | | 1,150,014,432 | | |

| Total | 2,654,271 | | | | | 2,596,985 | | | | |

| (d) | Prior to the closing of the Merger, our board of directors, and Tyco as our sole shareholder, authorized the repurchase of our common shares with a maximum aggregate value of $400 million following the closing of the Merger. This authorization does not have an expiration date. On October 1, 2012, our board of directors authorized the repurchase of our common shares with a maximum aggregate value of $800 million. This authorization expires on December 31, 2015 and is in addition to the $400 million share repurchase authorization. In December 2013, our Board of Directors authorized the repurchase of our common shares up to a maximum dollar limit of $1.0 billion. This authorization is in addition to the combined $1.2 billion prior share repurchase authorization. The authorization expires on December 31, 2016. |

The following table sets forth our selected historical financial data for the five years ended December 31, [removed: 2013.][added: 2014.]

| In millions, except per-share data | [added: 2014 | | |] 2013 | | | 2012 | | | 2011 | | | 2010 | | | [removed: 2009 | | |]

| Net sales | $ | [removed: 7,479.7] [added: 7,039.0] | | $ | [removed: 4,416.1] [added: 6,999.7] | | $ | [removed: 3,456.7] [added: 4,306.8] | | $ | [removed: 3,030.8] [added: 3,456.7] | | $ | [removed: 2,692.5] [added: 3,030.8] | |

| Operating income (loss) | [removed: 774.0] [added: 851.9] | | | [removed: (43.1] [added: 742.6] | | [removed: )] | [removed: 100.2] [added: (4.8] | | [added: )] | [removed: 313.0] [added: 100.2] | | | [removed: 219.1] [added: 313.0] | | |

| Earnings (loss) per [added: ordinary] share [added: from continuing operations] attributable to Pentair [removed: Ltd.] [added: plc] | $ | [removed: 2.67] [added: 3.19] | | $ | [removed: (0.84] [added: 2.54] | [removed: )] | $ | [removed: (0.08] [added: (0.64] | ) | $ | [removed: 1.89] [added: (0.08] | [added: )] | $ | [removed: 1.18] [added: 1.89] | |

| Weighted average shares | [added: 190.6 | | |] 201.1 | | | 127.4 | | | 98.2 | | | 98.0 | | | [removed: 97.4 | | |]

| Earnings (loss) per [added: ordinary] share [added: from continuing operations] attributable to Pentair [removed: Ltd.] [added: plc] | $ | [removed: 2.62] [added: 3.14] | | $ | [removed: (0.84] [added: 2.50] | [removed: )] | $ | [removed: (0.08] [added: (0.64] | ) | $ | [removed: 1.87] [added: (0.08] | [added: )] | $ | [removed: 1.16] [added: 1.87] | |

| Weighted average shares | [added: 193.7 | | |] 204.6 | | | 127.4 | | | 98.2 | | | 99.3 | | | [removed: 98.5 | | |]

| Cash dividends declared and paid per [removed: common] [added: ordinary] share | $ | [removed: 0.96] [added: 1.10] | | $ | [removed: 0.88] [added: 0.96] | | $ | [removed: 0.80] [added: 0.88] | | $ | [removed: 0.76] [added: 0.80] | | $ | [removed: 0.72] [added: 0.76] | |

| Cash dividends declared and unpaid per [removed: common] [added: ordinary] share | [removed: 0.50] [added: 0.64] | | | [removed: 0.46] [added: 0.50] | | | [removed: —] [added: 0.46] | | | — | | | — | | |

| Total assets | $ | [removed: 11,743.3] [added: 10,655.2] | | $ | [removed: 11,882.7] [added: 11,743.3] | | $ | [removed: 4,586.3] [added: 11,882.7] | | $ | [removed: 3,973.5] [added: 4,586.3] | | $ | [removed: 3,911.3] [added: 3,973.5] | |

| Total debt | [removed: 2,555.1] [added: 3,004.1] | | | [removed: 2,457.4] [added: 2,550.4] | | | [removed: 1,309.1] [added: 2,451.6] | | | [removed: 707.5] [added: 1,309.1] | | | [removed: 805.6] [added: 707.5] | | |

| Total equity | [added: 4,663.8 | | |] 6,217.7 | | | 6,487.5 | | | 2,047.4 | | | 2,205.0 | | | [removed: 2,126.3 | | |]

For periods prior to 2012, the Consolidated Statements of Operations and Comprehensive Income (Loss) [removed: and Consolidated Statements of Cash Flows] include the historical results of Pentair, Inc. Following the consummation of the Merger on September 28, 2012, the consolidated financial statements include the results of Flow Control.

All periods presented have been revised, as applicable, to present the results of the Water Transport business as discontinued operations and to reclassify the assets and liabilities of the Water Transport business as held for sale.

See ITEM 8, Note 3 of the Notes to Consolidated Financial Statements for additional information.

| Net income (loss) from continuing operations attributable to Pentair plc | 607.0 | | | 511.7 | | | (81.5 | | ) | (7.5 | | ) | 185.5 | | |

| Net income (loss) attributable to Pentair Ltd. | 536.8 | | | (107.2 | | ) | (7.5 | | ) | 185.5 | | | 115.0 | | |

Management of Pentair [removed: Ltd.] [added: plc] and its subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2013.][added: 2014.]

In making this assessment, management used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework [removed: (1992)] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management believes that, as of December 31, [removed: 2013,] [added: 2014,] the Company’s internal control over financial reporting was effective based on those criteria.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2013.][added: 2014.]

To the Board of Directors and Shareholders of [removed: Pentair Ltd.]

We have audited the internal control over financial reporting of Pentair [removed: Ltd.] [added: plc] and subsidiaries (the “Company”) as of December 31, [removed: 2013,] [added: 2014,] based on criteria established in Internal Control — Integrated Framework [removed: (1992)] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on the criteria established in Internal Control — Integrated Framework [removed: (1992)] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule listed in the Index at Item 15 as of and for the year ended December 31, [removed: 2013] [added: 2014] of the Company and our report dated February [removed: 25, 2014] [added: 24, 2015] expressed an unqualified opinion on those financial statements and financial statement schedule.

We have audited the accompanying consolidated balance sheets of Pentair [removed: Ltd.] [added: plc] and subsidiaries (the “Company”) as of December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, [removed: 2013.][added: 2014.]

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Pentair [removed: Ltd.] [added: plc] and subsidiaries at December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2013,] [added: 2014,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on the criteria established in Internal Control—Integrated Framework [removed: (1992)] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 25, 2014] [added: 24, 2015] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Pentair [removed: Ltd.] [added: plc] and Subsidiaries

| In millions, except per-share data | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | | | [removed: 2011] [added: 2012] | | |

| Cost of goods sold | [removed: 5,006.8] [added: —] | | | [removed: 3,146.5] [added: —] | | | [removed: 2,383.0] [added: —] | | | [added: 4,576.0 | | | — | | | 4,576.0 | | |]

| Selling, general and administrative | [removed: 1,562.1] [added: 1,493.8] | | | [removed: 1,158.4] [added: 1,493.7] | | | [removed: 694.8] [added: 1,117.7] | | |

| Research and development | [removed: 125.8] [added: —] | | | [removed: 93.6] [added: —] | | | [removed: 78.2] [added: —] | | | [added: 117.3 | | | — | | | 117.3 | | |]

| Impairment of trade names [removed: and goodwill] | [removed: 11.0] [added: —] | | | [removed: 60.7] [added: 11.0] | | | [removed: 200.5] [added: 60.7] | | |

| Gain on sale of businesses, net | [removed: (19.7] [added: —] | | [removed: )] | — | | | [added: (20.8 | | ) |] — | | | [added: (20.8 | | ) |]

| Loss on early extinguishment of debt | — | | | [removed: 75.4] [added: —] | | | [removed: —] [added: 75.4] | | |

| Equity income of unconsolidated subsidiaries | [removed: (1.8] [added: —] | | [removed: )] | [removed: (2.1] [added: —] | | [added: | — | | | (1.2 | |] ) | [removed: (1.9] [added: —] | | [added: | (1.2 | |] ) |

| Income (loss) [added: from continuing operations] before income taxes and noncontrolling interest | [removed: 726.4] [added: 784.3] | | | [removed: (184.0] [added: 694.5] | | [removed: )] | [removed: 43.2] [added: (146.1] | | [added: )] |

| Provision (benefit) for income taxes | [removed: 183.8] [added: 177.3] | | | [removed: (79.4] [added: 177.0] | | [removed: )] | [removed: 46.4] [added: (67.2] | | [added: )] |

| Net income (loss) before noncontrolling interest | [removed: 542.6] [added: 214.9] | | | [removed: (104.6] [added: 542.6] | | [removed: )] | [removed: (3.2] [added: (104.6] | | ) |

| Noncontrolling interest | [removed: 5.8] [added: —] | | | [removed: 2.6] [added: 5.8] | | | [removed: 4.3] [added: 2.6] | | |

| Net income (loss) attributable to Pentair [removed: Ltd.] [added: plc] | $ | [removed: 536.8] [added: 214.9] | | $ | [removed: (107.2] [added: 536.8] | [removed: )] | $ | [removed: (7.5] [added: (107.2] | ) |

| Net income (loss) before noncontrolling interest | $ | [removed: 542.6] [added: 214.9] | | $ | [removed: (104.6] [added: 542.6] | [removed: )] | $ | [removed: (3.2] [added: (104.6] | ) |

| Changes in cumulative translation adjustment | [removed: (29.1] [added: (336.3] | | ) | [removed: 31.4] [added: (29.1] | | [added: )] | [removed: (93.7] [added: 31.4] | | [removed: )] |

| Amortization of pension and other post-retirement prior service cost, net of [removed: $0.2,] [added: $0,] $0.2 and [removed: $0] [added: $0.2] tax, respectively | [removed: (0.4] [added: —] | | [removed: )] | [removed: (0.3] [added: (0.4] | | ) | [removed: —] [added: (0.3] | | [added: )] |

| Changes in market value of derivative financial instruments, net of [removed: $0.7, $3.7] [added: $1.1, $0.7] and [removed: $2.9] [added: $3.7] tax, respectively | [removed: (0.3] [added: (0.4] | | ) | [removed: (3.6] [added: (0.3] | | ) | [removed: 4.4] [added: (3.6] | | [added: )] |

| Total comprehensive income (loss) | [removed: 512.8] [added: (121.8] | | [added: )] | [removed: (77.1] [added: 512.8] | | [removed: )] | [removed: (92.5] [added: (77.1] | | ) |

| Less: Comprehensive income [removed: (loss)] attributable to noncontrolling interest | [removed: 8.0] [added: —] | | | [removed: 4.0] [added: 8.0] | | | [removed: 2.2] [added: 4.0] | | |

| Comprehensive income (loss) attributable to Pentair [removed: Ltd.] [added: plc] | $ | [removed: 504.8] [added: (121.8] | [added: )] | $ | [removed: (81.1] [added: 504.8] | [removed: )] | $ | [removed: (94.7] [added: (81.1] | ) |

| Earnings (loss) per [removed: common] [added: ordinary] share attributable to Pentair [removed: Ltd.] [added: plc] | | | | | | | | | |

| Weighted average [removed: common] [added: ordinary] shares outstanding | | | | | | | | | |

| Basic | [removed: 201.1] [added: 190.6] | | | [removed: 127.4] [added: 201.1] | | | [removed: 98.2] [added: 127.4] | | |

| Diluted | [removed: 204.6] [added: 193.7] | | | [removed: 127.4] [added: 204.6] | | | [removed: 98.2] [added: 127.4] | | |

| In millions, except [removed: per-share] [added: per share] data | [added: 2014 | | |] 2013 | | | 2012 | | |

| Cash and cash equivalents | $ | [removed: 265.1] [added: 110.4] | | $ | [removed: 261.3] [added: 256.0] | |

| Accounts and notes receivable, net of allowances of [removed: $115.1] [added: $96.5] and [removed: $37.5,] [added: $112.4,] respectively | [removed: 1,334.3] [added: 1,205.9] | | | [removed: 1,274.6] [added: 1,285.0] | | |

Pentair plc

Manchester, United Kingdom

/s/ Deloitte & Touche LLP

February 24, 2015

To the Board of Directors and Shareholders of

Pentair plc

Manchester, United Kingdom

/s/ Deloitte & Touche LLP

February 24, 2015

| Net sales | $ | 7,039.0 | | $ | 6,999.7 | | $ | 4,306.8 | |

| Cost of goods sold | 4,576.0 | | | 4,629.6 | | | 3,040.9 | | |

| Gross profit | 2,463.0 | | | 2,370.1 | | | 1,265.9 | | |

| Research and development | 117.3 | | | 122.8 | | | 92.3 | | |

| Operating income (loss) | 851.9 | | | 742.6 | | | (4.8 | | ) |

| Equity income of unconsolidated subsidiaries | (1.2 | | ) | (2.0 | | ) | (2.3 | | ) |

| Interest income | (3.7 | | ) | (4.4 | | ) | (2.0 | | ) |

| Interest expense | 72.3 | | | 75.3 | | | 70.2 | | |

| Net income (loss) from continuing operations before noncontrolling interest | 607.0 | | | 517.5 | | | (78.9 | | ) |

| Income (loss) from discontinued operations, net of tax | (6.4 | | ) | 25.9 | | | (25.7 | | ) |

| Loss from sale / impairment of discontinued operations, net of tax | (385.7 | | ) | (0.8 | | ) | — | | |

| Net income (loss) from continuing operations attributable to Pentair plc | $ | 607.0 | | $ | 511.7 | | $ | (81.5 | ) |

| Basic | | | | | | | | | |

| Continuing operations | $ | 3.19 | | $ | 2.54 | | $ | (0.64 | ) |

| Discontinued operations | (2.06 | | ) | 0.13 | | | (0.20 | | ) |

| Diluted | | | | | | | | | |

| Continuing operations | $ | 3.14 | | $ | 2.50 | | $ | (0.64 | ) |

| Discontinued operations | (2.03 | | ) | 0.12 | | | (0.20 | | ) |

| Inventories | 1,130.4 | | | 1,195.1 | | |

| Current assets held for sale | 80.6 | | | 134.4 | | |

| Goodwill | 4,741.9 | | | 4,860.7 | | |

| Intangibles, net | 1,608.1 | | | 1,749.9 | | |

| Non-current assets held for sale | 24.9 | | | 466.3 | | |

| Accounts payable | 583.1 | | | 576.9 | | |

| Current liabilities held for sale | 35.1 | | | 72.5 | | |

| Non-current liabilities held for sale | 6.5 | | | 33.9 | | |

| Additional paid-in capital | 4,250.0 | | | 5,071.4 | | |

Pentair plc and Subsidiaries

| (Income) loss from discontinued operations, net of tax | 6.4 | | | (25.9 | | ) | 25.7 | | |

| Loss from sale / impairment of discontinued operations, net of tax | 385.7 | | | 0.8 | | | — | | |

| Equity income of unconsolidated subsidiaries | (1.2 | | ) | (2.0 | | ) | (2.3 | | ) |


February 25, 2014

| Net sales | $ | 7,479.7 | | $ | 4,416.1 | | $ | 3,456.7 | |

| Gross profit | 2,472.9 | | | 1,269.6 | | | 1,073.7 | | |

| Operating income (loss) | 774.0 | | | (43.1 | | ) | 100.2 | | |

| Interest income | (7.6 | | ) | (2.9 | | ) | (1.4 | | ) |

| Interest expense | 76.7 | | | 70.5 | | | 60.3 | | |

| Basic | $ | 2.67 | | $ | (0.84 | ) | $ | (0.08 | ) |

| Diluted | $ | 2.62 | | $ | (0.84 | ) | $ | (0.08 | ) |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Inventories | 1,243.3 | | | 1,333.9 | | |

| Goodwill | 5,134.2 | | | 5,111.0 | | |

| Accounts payable | 596.6 | | | 567.0 | | |

| Capital contribution reserve | 5,071.4 | | | 5,292.4 | | |

| Depreciation | 148.9 | | | 87.8 | | | 66.2 | | |

| Amortization | 137.2 | | | 76.0 | | | 41.9 | | |

| Deferred income taxes | 55.2 | | | (146.9 | | ) | (5.6 | | ) |

| Inventories | 67.7 | | | 125.1 | | | 18.3 | | |

| Other current assets | (5.4 | | ) | (6.7 | | ) | 10.0 | | |

| Accounts payable | 36.4 | | | (62.0 | | ) | (24.3 | | ) |

| Other current liabilities | (13.3 | | ) | 27.2 | | | (8.0 | | ) |

| Balance - December 31, 2010 | 98.4 | | $ | 47.4 | | | — | | $ | — | | $ | 443.5 | | $ | 1,552.8 | | $ | 49.5 | | $ | 2,093.2 | | $ | 111.8 | | $ | 2,205.0 | |

| Net income (loss) | — | | — | | | | — | | — | | | — | | | (7.5 | | ) | — | | | (7.5 | | ) | 4.3 | | | (3.2 | | ) |

| Share repurchase | (0.4 | ) | (0.2 | | ) | | — | | — | | | (12.6 | | ) | — | | | — | | | (12.8 | | ) | — | | | (12.8 | | ) |

| | |

| --- | --- |

All prior period amounts related to the segment change have been retrospectively reclassified throughout this Annual Report on Form 10-K to conform to the new presentation.

For additional information on the Company’s segments, see Note 15.

Certain information described under Article 663-663h of the Swiss Code of Obligations has been presented in the Company’s Swiss statutory financial statements for the year ended December 31, 2013.

Impairment charge

For the year ended December 31, 2011, we recorded a pre-tax non-cash impairment charge of $200.5 million in Process Technologies as a result of our annual goodwill impairment test.

The impairment charge resulted from changes in our forecasts in light of economic conditions and continued softness in the end-markets served by residential water treatment components.

We completed our annual impairment test during the fourth quarter for those identifiable assets not subject to amortization.

Impairment charges of $11.0 million and $60.7 million were recorded in 2013 and 2012, respectively, related to trade names.

These charges were recorded in Impairment of trade names and goodwill in our Consolidated Statements of Operations and Comprehensive Income (Loss).

There was no impairment charge recorded in 2011 for identifiable intangible assets.

the Consolidated Balance Sheets and are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) when the hedged item affects earnings.

In February 2013, the Financial Accounting Standards Board issued authoritative guidance surrounding the presentation of items reclassified from AOCI to net income.

This guidance requires entities to disclose, either in the notes to the consolidated financial statements or parenthetically on the face of the statement that reports comprehensive income, items reclassified out of AOCI and into net income in their entirety and the effect of the reclassification on each affected net income line item.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the year ended December 31, [removed: 2013,] [added: 2014,] pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (“the Exchange Act”).

Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the year ended December 31, [removed: 2013] [added: 2014] to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2013] [added: 2014] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Information required under this item with respect to directors is contained in our Proxy Statement for our [removed: 2014] [added: 2015] annual general meeting of shareholders under the captions “Corporate Governance Matters,” “Proposal 1 [removed: Re-election of Nine Directors”] [added: Re-elect Eleven Director Nominees”] and “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.

We have posted a copy of Pentair’s Code of Business Conduct and Ethics on our website at [removed: http://pentair.com/about-us/our-approach/code-of-conduct.html.][added: http://pentair.com/en/about-us/leadership/corporate-governance.]

We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to or waivers from, Pentair’s Code of Business Conduct and Ethics by posting such information on our website at [removed: http://pentair.com/about-us/our-approach/code-of-conduct.html.][added: http://pentair.com/en/about-us/leadership/corporate-governance.]

Information required under this item is contained in our Proxy Statement for our [removed: 2014] [added: 2015] annual general meeting of shareholders under the captions “Corporate Governance Matters — Committees of the Board — Compensation Committee,” “Corporate Governance Matters — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” and “Director Compensation” and is incorporated herein by reference.

Information required under this item with respect to security ownership is contained in our Proxy Statement for our [removed: 2014] [added: 2015] annual general meeting of shareholders under the caption “Security Ownership” and is incorporated herein by reference.

The following table summarizes, as of December 31, [removed: 2013,] [added: 2014,] information about compensation plans under which our equity securities are authorized for issuance:

| 2008 Omnibus Stock Incentive Plan [removed: (2)] | [removed: 3,043,654] [added: 2,659,574] | | (4) | [removed: 32.98] [added: 32.82] | | | (2) | — | | (5) |

| 2004 Omnibus Stock Incentive Plan [removed: (2)] | [removed: 1,615,325] [added: 1,223,592] | | | [removed: 33.56] [added: 32.99] | | | | — | | (5) |

| Outside Directors Non-qualified Stock Option Plan [removed: (2)] | [removed: 242,259] [added: 200,000] | | | [removed: 36.17] [added: 35.36] | | | | — | | (5) |

| (1) | Consists of [removed: 2,030,193] [added: 1,845,959] shares subject to stock options and [removed: 1,095,830] [added: 958,930] shares subject to restricted stock units. |

| (4) | Consists of [removed: 2,772,321] [added: 2,529,593] shares subject to stock options and [removed: 271,333] [added: 129,981] shares subject to restricted stock units. |

| 2012 Stock and Incentive Plan | 2,804,889 | | (1) | $ | 52.63 | | (2) | 7,236,778 | | (3) |

| Total | 6,888,055 | | | $ | 40.99 | | (2) | 7,236,778 | | |

| 2012 Stock and Incentive Plan (1) | 3,126,023 | | (1) | $ | 41.77 | | (2) | 7,696,028 | | (3) |

| Total | 8,027,261 | | | $ | 36.62 | | (2) | 7,696,028 | | |

Information required under this item is contained in our Proxy Statement for our [removed: 2014] [added: 2015] annual general meeting of shareholders under the captions “Corporate Governance Matters — Board Governance,” “Corporate Governance Matters — Independent Directors,” and “Corporate Governance Matters — Policies and Procedures Regarding Related Person Transactions” and is incorporated herein by reference.

Information required under this item is contained in our Proxy Statement for our [removed: 2014] [added: 2015] annual general meeting of shareholders under the caption “Proposal [removed: 7 Election] [added: 3 Ratify, by Non-Binding Advisory Vote, the Appointment] of [added: Deloitte & Touche LLP as the Independent] Auditors [removed: – Service Fees Paid] [added: of Pentair plc and Authorize, by Binding Vote, the Audit and Finance Committee] to [added: Set] the [removed: Independent Registered Public Accounting Firm”] [added: Auditors Remuneration”] and is incorporated herein by reference.

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011][added: 2012]

Consolidated Balance Sheets as of December 31, [removed: 2013] [added: 2014] and [removed: 2012][added: 2013]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011][added: 2012]

Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011][added: 2012]

Pursuant to the requirements of Section 13 or 15(d) 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 February [removed: 25, 2014.][added: 24, 2015.]