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Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2019

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-11625

Pentair plc

(Exact name of Registrant as specified in its charter)

Ireland98-1141328
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification number)
Regal House, 70 London Road,Twickenham,London,TW13QSUnited Kingdom
(Address of principal executive offices)

Registrant’s telephone number, including area code: 44**-74-**9421-6154

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per sharePNRNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑

No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐

No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

Aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of $37.20 per share as reported on the New York Stock Exchange on June 28, 2019 (the last business day of Registrant’s most recently completed second quarter): $6,191,407,033.

The number of shares outstanding of Registrant’s only class of common stock on December 31, 2019 was 168,293,375.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the Registrant’s definitive proxy statement for its annual general meeting to be held on May 5, 2020, are incorporated by reference in this Form 10-K in response to Part III, ITEM 10, 11, 12, 13 and 14.

Pentair plc

Annual Report on Form 10-K

For the Year Ended December 31, 2019

Page
PART I
ITEM 1.Business1
ITEM 1A.Risk Factors5
ITEM 1B.Unresolved Staff Comments15
ITEM 2.Properties15
ITEM 3.Legal Proceedings16
ITEM 4.Mine Safety Disclosures17
PART II
ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities20
ITEM 6.Selected Financial Data22
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23
ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk38
ITEM 8.Financial Statements and Supplementary Data40
ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure89
ITEM 9A.Controls and Procedures89
ITEM 9B.Other Information89
PART III
ITEM 10.Directors, Executive Officers and Corporate Governance90
ITEM 11.Executive Compensation90
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters91
ITEM 13.Certain Relationships and Related Transactions and Director Independence91
ITEM 14.Principal Accounting Fees and Services91
PART IV
ITEM 15.Exhibits and Financial Statement Schedules92
ITEM 16.Form 10-K Summary92
Signatures97

PART I

Next: Item 1. BUSINESS