Pentair (PNR) 10-K risk factor changes: FY2021 vs FY2020

The COVID-19 pandemic [removed: is expected to] [added: may] have a material negative impact on our business, financial condition, results of operations and cash flows.

Our business and financial results have been and [removed: are expected to] [added: may] continue to be negatively impacted by the COVID-19 [removed: pandemic.][added: pandemic and its repercussions.]

In [added: 2021 and] 2020, the COVID-19 pandemic significantly impacted economic activity and markets around the world and our business, and it [removed: is expected to] [added: may] negatively impact our business in numerous ways, including but not limited to those outlined below:

[added: -] Deteriorating economic and political conditions caused by the COVID-19 pandemic, such as increased unemployment, decreases in capital spending, declines in consumer confidence, or economic slowdowns or recessions, could cause a decrease in demand for our products.

- Due to the impacts of the COVID-19 pandemic, we have experienced and [removed: expect to] [added: may] continue to experience reductions in customer demand for certain [removed: of our] products and in [removed: several of our end-markets, including commercial filtration, commercial flow, industrial filtration and food and beverage.][added: certain end-markets.]

- If the COVID-19 pandemic continues and economic conditions worsen, we [removed: expect to] [added: may] experience additional adverse impacts on our operational and commercial activities, customer orders and our collections of accounts receivable, which [removed: may] [added: could] be material, and it remains uncertain the impact on future operational and commercial activities, customer orders, and collections even if economic conditions [removed: begin to] improve.

- Government or regulatory responses to the COVID-19 pandemic have and [removed: are likely to] [added: may] continue to negatively impact our business.

[added: During 2021 and 2020, mandatory lockdowns or other restrictions on operations in] some countries temporarily disrupted our ability to manufacture or distribute our products in some of these markets.

In addition to existing travel restrictions, jurisdictions may continue to close borders, impose [removed: prolonged] [added: increased vaccine or testing requirements, prolong] quarantines and further restrict travel and business activity, and other related supply chain delays may develop, which could significantly impact our ability to support our operations and customers, meet demand, develop new products, ship our backlog and also impact the ability of our employees to get to their workplaces to produce products and services, or significantly hamper our products from moving through the supply chain.

We have experienced increased costs relating to our efforts to mitigate the impact of the COVID-19 pandemic through, among other things, [removed: enhanced sanitization procedures and social-distancing measures we have enacted and will likely continue to enact at] our [removed: locations around the world in an effort] [added: continued measures taken] to protect our employees’ health and well-being.

- The [added: increase in demand as the] COVID-19 pandemic has [added: stabilized or waned has] disrupted and is expected to continue to disrupt our operations, global supply chain and routes to market [removed: or] [added: and/or] those of our suppliers [removed: or] [added: and/or] their suppliers.

These disruptions or our failure to effectively respond to them have increased and may continue to increase product, [removed: distribution] [added: logistics] or labor [removed: costs] [added: costs, limit availability of raw materials] or cause delays in delivering our backlog or may cause an inability to deliver products to our customers or meet customer demand.

- While we have experienced high demand in our pool business as consumers [removed: sheltered-in-place and] have spent more time at home as a result of the COVID-19 pandemic that contributed to growth in our sales during [added: 2021 and] 2020, such growth may not be sustainable and may not be repeated in future periods.

Furthermore, even if growth in demand continues, we may not be able to meet that demand due to [removed: production and capacity] [added: supply, production, capacity, and/or labor] challenges.

We [removed: might] [added: may] not be able to predict or respond to all impacts of the COVID-19 pandemic on a timely basis to prevent near- or long-term adverse impacts to our results.

Due to the speed with which the COVID-19 situation continues to develop, the global breadth of its spread and the range of governmental and community reactions thereto, there is uncertainty around its duration and [added: severity and] ultimate [removed: impact] [added: impact, actions taken by parties other than us to respond to the pandemic] and [removed: uncertainty regarding] the [removed: availability] [added: impact of virus variants] and [removed: distribution] [added: the effectiveness] of vaccines to address the COVID-19 [removed: virus;] [added: virus and variants;] therefore, any negative impact on our business, financial condition (including without limitation our liquidity), results of operations and cash flows cannot be reasonably estimated at this time, but the COVID-19 pandemic could lead to extended disruption of economic activity and the impact on our business, financial condition, results of operations and cash flows could be material.

Important factors for our businesses and the businesses of our customers include the overall strength of the global economy and various regional economies and our customers’ confidence in these economies, industrial and governmental capital spending, the strength of residential and commercial real estate markets, residential housing markets, the commercial business climate, unemployment rates, availability of consumer and commercial financing, interest rates, [added: inflation rates,] and energy and commodity prices.

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 the above factors, individually or in the aggregate, or a significant or sustained downturn in a specific end market or geographic region could reduce demand [added: for our products and services, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.]

[removed: for] [added: Continued cost inflation or failure of] our [removed: products and services, which] [added: initiatives to increase prices, generate cost savings or improve productivity] could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We compete against large and well-established national and global companies, [removed: as well as] regional and local [removed: companies] [added: companies, diversified] and [added: pure-play companies, and] lower cost manufacturers.

Competition may also result from new entrants into the markets we [removed: serve,] [added: serve] offering products and/or services that compete with [removed: us.][added: ours.]

If we are unable to continue to differentiate our products, services and solutions or adapt to changes in customer purchasing behavior or shifts in distribution channels, or if we are forced to [removed: cut] [added: change] prices or to incur additional costs to remain competitive, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Sales outside of the U.S. for the year ended December 31, [removed: 2020] [added: 2021] accounted for [removed: 33%] [added: 32%] of our net sales.

During [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] we initiated and continued execution of certain business initiatives aimed at reducing our fixed cost structure and realigning our business.

We may not be able to achieve [removed: the] [added: accelerated growth and margin expansion or] operating efficiencies to reduce costs or realize benefits that [removed: were] [added: we] anticipated in connection with these initiatives.

Sales outside of the U.S. for the year ended December 31, [removed: 2020] [added: 2021] accounted for [removed: 33%] [added: 32%] of our net sales.

Accordingly, our business is subject to the political, regulatory, economic, trade, and other risks that are inherent in operating [removed: in] [added: in,] and purchasing from, numerous countries.

- the imposition of [added: sanctions,] tariffs, duties, exchange [removed: controls] [added: controls, currency restrictions] or other trade restrictions;

- the difficulty of ensuring that [removed: products and] [added: our products,] services [added: and supply chains] meet ever-changing regional regulations and requirements;

- changes in and required compliance with a variety of non-U.S. laws and [removed: regulations.][added: regulations, some of which may be incompatible.]

As a result of changes to U.S. or foreign government administrative policy, there may be changes to existing trade [removed: agreements, like the U.S.-Mexico-Canada Agreement (“USMCA”);] [added: agreements;] greater restrictions on free trade generally; significant increases in tariffs on goods [added: including those] imported into the U.S., particularly tariffs on products manufactured in Mexico, China, or other countries where we [removed: purchase from,] [added: purchase,] have operations or manufacture or sell products; prohibitions or restrictions on doing business with certain [removed: companies,] [added: entities,] including those with certain relationships with China; and adverse responses by foreign governments to U.S. trade policy, among other possible changes.

It remains unclear what the U.S. administration or foreign governments, including China, will or will not do with respect to [removed: tariffs, USMCA] [added: tariffs] or [removed: other] international trade agreements and policies.

A trade war; other governmental action related to tariffs or international trade [removed: agreements, including USMCA;] [added: agreements;] changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently purchase, [added: have operations or] manufacture and sell products; and any resulting negative sentiments towards the U.S. as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We strive for productivity improvements and implement increases in selling prices to help mitigate cost increases in raw materials (especially [removed: metals] [added: metals, resins] and [removed: resins),] [added: electronics), logistics,] energy and other costs including wages, pension, health care and insurance.

However, these actions may not be successful in managing our costs or increasing our productivity and we anticipate inflation to continue with respect to materials (especially resins, copper, [added: steel, stainless] steel and [removed: stainless steel)] [added: electronics)] as well as [removed: labor.][added: labor and logistics.]

Over the past few years, we have noticed an increasing tendency for participants in our [removed: markets] [added: markets, including competitors,] to use challenges to intellectual property as a means to compete.

As of December 31, [removed: 2020] [added: 2021] our goodwill and intangible assets were [removed: $2,718] [added: $2,933] million and represented [removed: 65%] [added: 62%] of our total assets.

A loss of, or material cancellation, reduction, or delay in purchases [removed: by,] [added: by or delivery of products to,] one or more of our largest customers could harm our business.

Our net sales to our largest customer represented approximately [removed: 15%] [added: 20%] of our consolidated net sales in [removed: 2020.][added: 2021.]

While we do not have any other customers that accounted for 10% or more of our consolidated net sales in [removed: 2020,] [added: 2021,] we have other customers that are key to the success of our business.

- Our workforce may be unable or unwilling to work on-site or travel as a result of the continuing pandemic and related vaccine requirements, event cancellations, facility closures, shelter-in-place, travel and other restrictions and changes in industry practice, or if they, their co-workers or their family members become ill or otherwise require care arrangements.

Regulations for vaccines and COVID-19 testing have been announced and additional regulations may be announced in the jurisdictions in which our businesses operate.

Implementation of new regulations for vaccines may result in attrition of professional and skilled labor and impact our ability to attract and retain talent necessary for our business operations.

In particular, during 2021, we had higher than anticipated demand in our pool business and certain of our residential and commercial businesses.

Such demand may not be sustainable and may not be repeated in future periods.

It may be difficult for us to integrate acquired businesses efficiently into our business operations.

During 2021, we also launched and committed resources to a program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes.

As a result, we have incurred and expect to continue to incur in the future substantial expense, including transformation costs that include professional services, project management and related design and execution charges, as well as costs related to both labor and non-labor restructuring and IT investments, and restructuring charges.

During 2021, we experienced inflationary cost increases of raw materials, such as metals, resins and electronics (including drives and motors), as well as increases in logistics and labor costs, and we expect inflationary cost increases to continue in 2022.

During 2021, we experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high demand.

While we have elevated our engagement with our suppliers and used secondary suppliers and new methods of procurement where available to mitigate the supply chain pressures, we expect supply chain challenges to continue in 2022.

In addition, our competitors may be less reliant on third party suppliers than we are, which may give such competitors more control over their supply chain and lead times for manufacturing products.

- changes due to nationalist consumer sentiment;

In addition, our customers may cancel orders for purchases of our products or may not order products at rates consistent with past order levels.

In addition, we may not be able to timely deliver products to our largest customers due to supply chain interruptions or otherwise.

- increased costs of liability insurance to cover risks associated with performing installation and other services;

- the cyber-security and data protection risks related to the collection and storage of consumer data;

In addition, some cases brought against us involve the presence of asbestos at facilities that we own or used to own.

We may also be subject to consumer lawsuits or enforcement actions by governmental authorities if our ESG claims relating to product marketing are inaccurate.

Many foreign data privacy regulations, including the General Data Protection

In addition, our indemnification obligations relating to the purchase or sale of businesses could result in litigation or claims of unknown amounts.

The MLI has now entered into force for a number of countries, including Ireland and the U.K. Under the Double Tax Convention between Ireland and the

Irish law differs from the laws in effect in the United States, which may negatively impact our ability to issue ordinary shares.

Under Irish law, we must have authority from our shareholders to issue any ordinary shares, including shares that are part of our authorized but unissued share capital.

In addition, unless otherwise authorized by its shareholders, when an Irish company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders on a pro-rata basis.

If we are unable to obtain these authorizations from our shareholders, or are otherwise limited by the terms of our authorizations, our ability to issue ordinary shares under our equity compensation plans and, if applicable, to facilitate funding acquisitions or otherwise raise capital could be adversely affected.

spouses are exempt from CAT.

Risks Relating to the COVID-19 Pandemic

- The COVID-19 pandemic has caused a global economic slowdown that may last for a potentially extended duration, and it is possible that it could cause a global recession.

- The COVID-19 pandemic is adversely affecting, and is expected to continue to adversely affect, certain elements of our business (including certain elements of our operations, supply chains and distribution systems), including as a result of impacts associated with required, preventive and precautionary measures that we, other businesses, our communities and governments are taking.

These impacts include requiring employees to work from home or not go into their offices or facilities, limiting the number of employees attending meetings, reducing the number of people in our sites at any one time, reducing employee travel and adopting other employee safety measures.

During the first and second quarters of 2020, mandatory lockdowns or other restrictions on operations in

In addition, the current resurgence of the COVID-19 pandemic and government restrictions related thereto in the fourth quarter of 2020 and first quarter of 2021 may negatively impact demand in certain of our commercial and industrial businesses.

- The COVID-19 pandemic has increased volatility and pricing in and disrupted the capital markets and commercial paper markets, and volatility is likely to continue.

We might not be able to continue to access preferred sources of liquidity when we would like, and our borrowing costs could increase.

The ultimate impact of these disruptions also depends on events beyond our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken by parties other than us to respond to them.

Competition may also result from new entrants into the markets we serve, offering products and/or services that compete with ours.

As a result, we have incurred substantial expense, including restructuring charges.

In 2016, the United Kingdom held a referendum in which voters approved an exit from the European Union (“Brexit”).

The United Kingdom subsequently withdrew from the European Union effective on January 31, 2020, subject to a transition period that ended on December 31, 2020.

Since January 1, 2021, the European Union - United Kingdom Trade and Cooperative Agreement has provisionally been in effect.

Given the lack of comparable precedent, the implications of Brexit, or how such implications might affect our company, continue to remain unclear at this time.

Brexit could, among other impacts, disrupt trade and the movement of goods, services and people between the United Kingdom and the European Union or other countries as well as create legal and global economic uncertainty.

In the past, we have experienced material cost and other inflation in a number of our businesses.

Continued cost inflation or failure of our initiatives to generate cost savings or improve productivity could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, borrowings under our revolving credit facility and term loans bear interest at a rate equal to an adjusted base rate or the London Interbank Offered Rate (“LIBOR”), plus, in each case, an applicable margin.

The U.K. Financial Conduct Authority, which regulates LIBOR, has announced it intends to phase out

LIBOR by the end of 2021.

The credit agreement governing our revolving credit facility and term loans provides procedures for determining a replacement or alternative base rate in the event that LIBOR is discontinued; however, any calculation of interest based upon such replacement or alternative base rate may result in higher interest rates.

For example, during 2020, the commercial paper market began to experience high levels of volatility due to uncertainty related to the COVID-19 pandemic that impacted both market access to and pricing of commercial paper and we withdrew our credit ratings to access the commercial paper market.

These factors include the overall impact of the COVID-19 pandemic on our business; the duration and severity of the COVID-19 [removed: pandemic;] [added: pandemic, the impact of virus variants and the effectiveness of vaccinations;] actions that may be taken by us, other businesses and governments to address or otherwise mitigate the impact of the COVID-19 pandemic, including those that may impact our ability to operate our facilities, meet production demands, and deliver products to our customers; the [removed: negative] impacts of the COVID-19 pandemic on the global economy, our [added: workforce,] customers and suppliers, and customer demand; overall global economic and business conditions impacting our business, including the strength of housing and related markets; [added: supply,] demand, [added: logistics,] competition and pricing pressures [added: related to and] in the markets we serve; volatility in currency exchange rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; the ability to achieve the benefits of our restructuring [removed: plans and] [added: plans,] cost reduction [removed: initiatives;] [added: initiatives and transformation program;] risks associated with operating foreign businesses; the impact of [removed: material cost] [added: raw material, logistics] and [added: labor costs and] other inflation; the impact of seasonality of sales and weather conditions; our ability to comply with laws and regulations; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits or impact trade agreements and tariffs; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating [added: and ESG] goals.

For the year ended December 31, [removed: 2020,] [added: 2021,] the Consumer Solutions and Industrial & Flow Technologies segments represented approximately [removed: 58%] [added: 62%] and [removed: 42%] [added: 38%] of total revenues, respectively.

The COVID-19 pandemic continues to [removed: spread] [added: persist] throughout the [removed: United States (“U.S.”)] [added: U.S.] and the world, with the continued potential for significant impact.

The COVID-19 pandemic has resulted in governments around the world implementing [removed: increasingly] stringent measures to help control the spread of the virus, including quarantines, “shelter-in-place” and “stay-at-home” orders, travel restrictions, business curtailments, limits on gatherings, [added: vaccine] and [added: mask requirements, and] other measures.

[removed: Although we regularly monitor the financial health and operations of companies in our supply chain, and use] alternative suppliers when necessary and available, financial hardship or government restrictions on our suppliers or sub-suppliers caused by the COVID-19 pandemic could cause a disruption in our ability to obtain raw materials or components required to manufacture our products and adversely affect our operations.

The following trends and uncertainties affected our financial performance in [removed: 2020,] [added: 2021,] and [removed: will] [added: are reasonably] likely [added: to] impact our results in the future:

- There are many uncertainties regarding the COVID-19 pandemic, including the anticipated duration and severity of the pandemic, the [added: spread of increasing number of virus variants, the] extent of worldwide social, political and economic disruption it may continue to cause and the [removed: development and] distribution [added: and effectiveness] of vaccines to address the COVID-19 virus.

The broader implications of the COVID-19 pandemic [removed: on] [added: that are reasonably likely to impact] our business, financial condition, results of operations and cash flows cannot be determined at this time, and ultimately will be affected by a number of evolving factors including the length of time that the pandemic continues and the impact of vaccines on it, [removed: its] [added: the impact of virus variants, the effectiveness of vaccinations, the pandemic’s] effect on the demand for our products and services, our supply chain, and our manufacturing capacity, as well as the impact of governmental regulations imposed in response to the pandemic.

- [removed: During 2020, we] [added: We] executed certain business restructuring initiatives unrelated to the COVID-19 pandemic aimed at reducing our fixed cost structure and realigning our business.

We expect these actions to continue into [removed: 2021] [added: 2022] and to drive margin growth.

In [removed: 2021,] [added: 2022,] our operating objectives remain to focus on delivering our core while continuing to build out our future.

◦Return cash to shareholders through dividends and [removed: buybacks;] [added: share repurchases;] and

- Focused growth initiatives that accelerate our investments in digital, technology and services expansion; [removed: and]

| *In millions* | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2020] [added: 2021] vs [removed: 2019] [added: 2020] | | | [removed: 2019] [added: 2020] vs [removed: 2018] [added: 2019] | | |

| Net sales | | | $ | [removed: 3,017.8] [added: 3,764.8] | | $ | [removed: 2,957.2] [added: 3,017.8] | | $ | [removed: 2,965.1] [added: 2,957.2] | | | | | [removed: 2.0] [added: 24.8] | | % | [removed: (0.3)] [added: 2.0] | | % |

| Cost of goods sold | | | [removed: 1,960.2] [added: 2,445.6] | | | [removed: 1,905.7] [added: 1,960.2] | | | [removed: 1,917.4] [added: 1,905.7] | | | | | | [removed: 2.9] [added: 24.8] | | % | [removed: (0.6)] [added: 2.9] | | % |

| Gross profit | | | [removed: 1,057.6] [added: 1,319.2] | | | [removed: 1,051.5] [added: 1,057.6] | | | [removed: 1,047.7] [added: 1,051.5] | | | | | | [removed: 0.6] [added: 24.7] | | % | [removed: 0.4] [added: 0.6] | | % |

| *% of net sales* | | | *35.0* | | *%* | [removed: *35.6*] [added: *35.0*] | | *%* | [removed: *35.3*] [added: *35.6*] | | *%* | | | | [removed: *(0.6)*] [added: *—*] | | *pts* | [removed: *0.3*] [added: *(0.6)*] | | *pts* |

| Selling, general and administrative | | | [removed: 520.5] [added: 596.4] | | | [removed: 540.1] [added: 520.5] | | | [removed: 534.3] [added: 540.1] | | | | | | [removed: (3.6)] [added: 14.6] | | % | [removed: 1.1] [added: (3.6)] | | % |

| *% of net sales* | | | [removed: *17.2*] [added: *15.8*] | | *%* | [removed: *18.3*] [added: *17.2*] | | *%* | [removed: *18.0*] [added: *18.3*] | | *%* | | | | [removed: *(1.1)*] [added: *(1.4)*] | | *pts* | [removed: *0.3*] [added: *(1.1)*] | | *pts* |

| Research and development | | | [removed: 75.7] [added: 85.9] | | | [removed: 78.9] [added: 75.7] | | | [removed: 76.7] [added: 78.9] | | | | | | [removed: (4.1)] [added: 13.5] | | % | [removed: 2.9] [added: (4.1)] | | % |

| *% of net sales* | | | [removed: *2.5*] [added: *2.3*] | | *%* | [removed: *2.7*] [added: *2.5*] | | *%* | [removed: *2.6*] [added: *2.7*] | | *%* | | | | *(0.2)* | | *pts* | [removed: *0.1*] [added: *(0.2)*] | | *pts* |

| Operating income | | | [removed: 461.4] [added: 636.9] | | | [removed: 432.5] [added: 461.4] | | | [removed: 436.7] [added: 432.5] | | | | | | [removed: 6.7] [added: 38.0] | | % | [removed: (1.0)] [added: 6.7] | | % |

| *% of net sales* | | | [removed: *15.3*] [added: *16.9*] | | *%* | [removed: *14.6*] [added: *15.3*] | | *%* | [removed: *14.7*] [added: *14.6*] | | *%* | | | | [removed: *0.7*] [added: *1.6*] | | *pts* | [removed: *(0.1)*] [added: *0.7*] | | *pts* |

| [removed: Loss (gain)] [added: (Gain) loss] on sale of businesses | | | [removed: 0.1] [added: (1.4)] | | | [removed: (2.2)] [added: 0.1] | | | [removed: 7.3] [added: (2.2)] | | | | | | N.M. | | | N.M. | | |

| Net interest expense | | | [removed: 23.9] [added: 12.5] | | | [removed: 30.1] [added: 23.9] | | | [removed: 32.6] [added: 30.1] | | | | | | [removed: (20.6)] [added: (47.7)] | | % | [removed: (7.7)] [added: (20.6)] | | % |

| Other [removed: expense] (income) [added: expense] | | | [removed: 5.3] [added: (1.0)] | | | [removed: (2.9)] [added: 5.3] | | | [removed: (0.1)] [added: (2.9)] | | | | | | N.M. | | | N.M. | | |

| Income from continuing operations before income taxes | | | [removed: 432.1] [added: 626.8] | | | [removed: 407.5] [added: 432.1] | | | [removed: 379.8] [added: 407.5] | | | | | | [removed: 6.0] [added: 45.1] | | % | [removed: 7.3] [added: 6.0] | | % |

| Provision for income taxes | | | [removed: 75.0] [added: 70.8] | | | [removed: 45.8] [added: 75.0] | | | [removed: 58.1] [added: 45.8] | | | | | | [removed: 63.8] [added: (5.6)] | | % | [removed: (21.2)] [added: 63.8] | | % |

| *Effective tax rate* | | | [removed: *17.4*] [added: *11.3*] | | *%* | [removed: *11.2*] [added: *17.4*] | | *%* | [removed: *15.3*] [added: *11.2*] | | *%* | | | | [removed: *6.2*] [added: *(6.1)*] | | *pts* | [removed: *(4.1)*] [added: *6.2*] | | *pts* |

| | | | [removed: 2020] [added: 2021] vs [removed: 2019] [added: 2020] | | | [removed: 2019] [added: 2020] vs [removed: 2018] [added: 2019] | | |

| Volume | | | [removed: 0.4] [added: 16.3] | | % | [removed: (3.9)] [added: 0.4] | | % |

| Price | | | [removed: 0.9] [added: 4.6] | | | [removed: 2.6] [added: 0.9] | | |

| Core growth | | | [removed: 1.3] [added: 20.9] | | | [removed: (1.3)] [added: 1.3] | | |

| Acquisition | | | [removed: 0.5] [added: 2.6] | | | [removed: 2.5] [added: 0.5] | | |

| Currency | | | [removed: 0.2] [added: 1.3] | | | [removed: (1.5)] [added: 0.2] | | |

| Total | | | [removed: 2.0] [added: 24.8] | | % | [removed: (0.3)] [added: 2.0] | | % |

*The [removed: 2.0] [added: 24.8] percent increase in consolidated net sales in [removed: 2020] [added: 2021] from [removed: 2019] [added: 2020] was primarily the result of:*

[removed: *•*selective] [added: -] increases in selling prices to mitigate inflationary cost increases;

[removed: - volume] [added: *•*volume] increase in our Consumer Solutions segment mainly driven by [added: continued robust demand in] our pool [removed: business;][added: and water treatment businesses;]

On October 18, 2021, as part of both of our Consumer Solutions and Industrial & Flow Technologies reporting segments, we completed the acquisition of Pleatco Holdings, LLC and related entities (“Pleatco”) for $254.6 million in cash, net of cash acquired.

Pleatco manufactures water filtration and clean air technologies for pool, spa and industrial air customers.

On May 19, 2021, as part of our Consumer Solutions reporting segment, we completed the acquisition of Ken’s Beverage, Inc. (“KBI”) for $83.1 million in cash, net of cash acquired.

KBI provides beverage equipment and services to commercial customers.

Our businesses generally have been and continue to be considered essential under applicable government-mandated orders which has allowed us substantially to maintain business continuity at substantially all of our manufacturing facilities throughout the COVID-19 pandemic.

While our facilities substantially remained operational during 2021, we continue to experience various degrees of manufacturing cost pressures and inefficiencies as a result of supply chain issues and, in certain businesses, increased demand.

Although we regularly monitor the financial health and operations of companies in our supply chain, and use

Further, as the COVID-19 pandemic conditions have improved and economic activity has increased, we have experienced supply chain challenges, including availability of materials, increased lead times, as well as inflation of raw materials, logistics and labor costs due to availability constraints and high demand.

We expect the inflationary trends to continue in 2022.

In light of the ongoing COVID-19 pandemic, we maintain our commitment to protect the health and safety of our employees by continuing our enhanced safety protocols for those on-site at our manufacturing facilities, for those who provide manufacturing-support activities, and for those working in office environments.

In addition, we have maintained flexibility for employees who do not need to be physically present at our facilities and sites to perform their job responsibilities remotely and essential business travel has generally remained the main travel activity.

The extent of the COVID-19 pandemic’s effect on our operational and financial performance in the future will depend on future developments, including the duration, geographic location and intensity of the pandemic, the impact of virus variants, the effectiveness of vaccinations, our continued ability to manufacture and distribute our products, as well as any future actions that may be taken by governmental authorities or by us relating to the pandemic.

For more information regarding factors and events that may impact our business, results of operations and financial condition as a result of the COVID-19 pandemic, see [Part I—ITEM 1A, “Risk Factors,”](#i63e363a30f874a83a137ffe5c125d04e_16) included herein.

Transformation Program

During 2021, we launched and committed resources to a program designed to accelerate growth and drive margin expansion through transformation across our businesses to elevate our capabilities, reduce complexity and streamline our processes (the “Transformation Program”).

The Transformation Program is structured in multiple phases and is expected to empower us to work more efficiently and optimize our business to better serve our customers while meeting our financial objectives.

We are targeting at least 300 basis points of margin expansion by 2025 through:

- reducing business, product, and organizational complexity;

- elevating our proficiency in pricing, sourcing and operations effectiveness;

- delivering decision making speed through organizational clarity and improved processes;

- developing a future state digital enterprise; and

- modernizing general and administrative capabilities.

During 2021, we incurred transformation costs that primarily represented professional services and project management related charges.

In 2022, we expect to continue to incur transformation costs that include professional services, project management and related design and execution charges, as well as costs related to both labor and non-labor restructuring and IT investments.

- We created a transformation office and launched and committed resources to the Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes.

We expect to implement Transformation Program initiatives and incur transformation costs in 2022 and beyond.

- We experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high demand.

While we have elevated our engagement with our suppliers and used secondary suppliers and new methods of procurement where available to mitigate the supply chain pressures, we expect supply chain challenges to continue in 2022, and which may continue thereafter and could negatively impact our results of operations.

- We experienced inflationary increases of raw materials such as metals, resins and electronics (including drives and motors), as well as increases in logistics and labor costs.

While we have taken pricing actions and we strive for productivity improvements that could help offset these inflationary cost increases, we expect inflationary cost increases to continue in 2022, and which may continue thereafter and could negatively impact our results of operations.

- Implementation of Transformation Program initiatives that will drive operational excellence, reduce complexity and improve our organizational structure; and

- volume expansion in both our Consumer Solutions and Industrial & Flow Technologies segments;

- complexity reduction and exiting older, less profitable product lines in our residential and commercial flow businesses in our Industrial & Flow Technologies segment; and

- increased productivity in both the Consumer Solutions and Industrial & Flow Technologies segments.

- inflationary cost increases due to tight supply of raw materials such as metals, resins and electronics (including drives and motors); and

- leverage on certain fixed costs due to the significant increase in sales year over year;

- legal settlements and accrual reductions of $7.6 million in 2021;

- lower amortization on definite-lived intangible assets.

- higher employee incentive compensation due to increased sales and segment income in our Consumer Solutions and Industrial & Flow Technologies segments; and

- costs of $11.7 million related to the transformation program launched in 2021.

OPERATIONS

On April 30, 2018, we completed the separation of our Electrical business from the rest of Pentair (the “Separation”) by means of a dividend in specie of the Electrical business, which was effected by the transfer of the Electrical business from Pentair to nVent and the issuance by nVent of nVent ordinary shares directly to Pentair shareholders (the “Distribution”).

We did not retain an equity interest in nVent.

The results of the Electrical business have been presented as discontinued operations for all periods presented.

The Electrical business was previously disclosed as a stand-alone reporting segment.

In February 2019, as part of Consumer Solutions, we completed the acquisitions of Aquion, Inc. (“Aquion”) and Pelican Water Systems (“Pelican”) for $163.4 million and $121.1 million, respectively, in cash, net of cash acquired and final working capital true-ups.

Aquion offers a diverse line of water conditioners, water filters, drinking-water purifiers, ozone and ultraviolet disinfection systems, reverse osmosis systems and acid neutralizers for the residential and commercial water treatment industry.

Pelican provides residential whole home water treatment systems.

The effects of the COVID-19 pandemic have had and may continue to have an unfavorable impact on certain parts of our business.

*Health and safety*

From the earliest signs of the outbreak, we have taken proactive action to protect the health and safety of our employees, customers, and suppliers.

We have enacted rigorous safety measures in our sites, including implementing social distancing protocols, implementing working from home arrangements for those employees who do not need to be physically present on the manufacturing floor and do not provide manufacturing-support activities, suspending travel, extensively and frequently disinfecting our workspaces, conducting temperature monitoring at our facilities, and providing or accommodating the wearing of facial coverings to those employees who must be physically present in their workplace and where facial coverings are required by local government orders.

We expect to continue to implement these measures until we determine that the COVID-19 pandemic is adequately contained for purposes of our business, and we may take further actions as government authorities require or recommend or as we determine to be in the best interests of our employees, customers, and suppliers.

For the year ended December 31, 2020, we incurred $10.4 million of costs related to providing for the health and safety of our employees specific to the COVID-19 pandemic.

*Operations*

We have important manufacturing operations in the U.S. and around the world that have been affected by the COVID-19 pandemic, and we have taken certain actions to help curb its spread.

Government-mandated measures providing for business curtailments or shutdowns generally exclude certain essential businesses and services, including businesses that manufacture and sell products that are considered essential to daily lives or otherwise operate in essential or critical sectors.

While substantially all of our manufacturing facilities are considered essential and have remained operational, we have experienced intermittent partial or full factory closures at certain facilities as a result of these measures or the need to sanitize the facilities and address employee well-being.

We also experienced brief interruptions in operations due to government-mandated shutdowns at our sites in India, Italy, and New Zealand during the year ended December 31, 2020.

While sanitation-related closures or governmental shutdowns may occur again in the future, all of our manufacturing facilities currently remain operational.

In addition, we have experienced disruptions at some of our facilities with higher absenteeism due to the COVID-19 pandemic.

*Supply*

The COVID-19 pandemic has impacted our factory productivity and supply chain.

Certain of our suppliers, particularly in our pool and flow businesses, faced difficulties maintaining operations in light of manufacturing shutdowns and interruptions due to the COVID-19 pandemic, which negatively impacted our production and contributed to an increase in backlog.

During the third quarter of 2020, we identified second source suppliers and increased supply for key items in our pool business to reduce the production and capacity challenges we encountered in the second quarter of 2020 as a result of supply chain issues and increased demand.

These supply chain and capacity challenges have led to higher transportation and labor costs in order to timely deliver finished goods to our customers.

Restrictions or disruptions of transportation, such as reduced availability of air transport, port closures and increased border controls or closures, have in certain cases resulted, and may continue to result, in higher costs and delays, both for obtaining raw materials and components and shipping finished goods to customers, which could harm our profitability, make our products less competitive, or cause our customers to seek alternative suppliers.

*Demand*

The COVID-19 pandemic has significantly increased economic and demand uncertainty.

We have experienced and expect to continue to experience reductions in customer demand in several of our end-markets.

Within our Consumer Solutions segment, the COVID-19 pandemic has impacted demand in each of our businesses.

Our pool business has experienced high demand as consumers sheltered-in-place and have spent more time at home.

While shelter-in-place orders impacted our ability to reach our customers in our residential water treatment business at the beginning of the second quarter of 2020, we started to see stabilization in demand in this business towards the end of the second quarter and then saw demand rebound in the second half of 2020 as consumers became more comfortable allowing dealers back into their homes to test their water and install new systems.

Our commercial filtration business was negatively impacted by restaurant and hospitality industry closures or operations at limited capacity across North America and Europe in the second quarter and to a lesser extent in the second half of 2020.

New or extended government-mandated shutdowns could impact demand for our Consumer Solutions products in the future.

Within our Industrial & Flow Technologies segment, demand for our residential flow products was initially negatively impacted due to store closures as a result of state-wide orders in the U.S. However, sell through improved throughout the year driven by pent up demand from the earlier closures.

Demand continued to remain soft in our commercial and infrastructure flow businesses, but stabilized in the third quarter of 2020.

In our industrial filtration business, demand is mostly driven by customer capital spending, which was reduced and/or delayed beginning in the second quarter of 2020 across most industries served.

In addition, lower asset utilization drove down demand in industrial filtration aftermarket sales.

Furthermore, many of our commercial customers have been negatively impacted due to worldwide lockdowns as a result of the COVID-19 pandemic.

Our debt portfolio as of December 31, [removed: 2020,] [added: 2021,] was comprised of debt predominantly denominated in U.S. dollars.

This debt portfolio is comprised of [removed: 72%] [added: 56%] fixed-rate debt and [removed: 28%] [added: 44%] variable-rate debt.

Based on the fixed-rate debt included in our debt portfolio, as of December 31, [removed: 2020,] [added: 2021,] a 100 basis point increase or decrease in interest rates would result in a [removed: $37.6] [added: $31.2] million decrease or [removed: $40.9] [added: $33.7] million increase in fair value, respectively.

Based on the variable-rate debt included in our debt portfolio as of December 31, [removed: 2020,] [added: 2021,] a 100 basis point increase or decrease in interest rates would result in a [removed: $2.4] [added: $4.0] million increase or decrease in interest incurred.

At December 31, [removed: 2020,] [added: 2021,] we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of [removed: $12.4] [added: $14.7] million.

At December 31, [removed: 2020,] [added: 2021,] we had outstanding cross currency swap agreements with a combined notional amount of [removed: $855.1] [added: $794.4] million.

A 10% appreciation of the U.S. dollar relative to the Euro would result in a [removed: $63.7] [added: $64.6] million net increase in accumulated other comprehensive income.

Conversely, a 10% depreciation of the U.S. dollar relative to the Euro would result in an [removed: $57.0] [added: $64.7] million net decrease in accumulated other comprehensive income.

From our residential and business [removed: solutions that help people move, improve and enjoy their water,] [added: water solutions,] to our sustainable innovations and applications, we deliver smart, sustainable solutions for life.

- [removed: Grounded in] [added: Utilize] Win Right values and [removed: utilizing] the Pentair Integrated Management System (“PIMS”) consisting of lean enterprise, growth and talent management to drive sustained and consistent performance.

For the fiscal year ended December 31, [removed: 2020,] [added: 2021,] our pool business comprised [removed: 60%] [added: 65%] of the Consumer Solutions sales.

The other [removed: 40%] [added: 35%] of sales were from the water treatment businesses, which sell residential and commercial components, residential systems and commercial systems.

Consumer Solutions brand names include Everpure, [added: Ken’s Beverage,] Kreepy Krauly, [removed: Pelican,] Pentair Water Solutions, [added: Pleatco,] RainSoft and Sta-Rite.

Consumer Solutions customers include businesses engaged in wholesale and retail distribution in the residential [removed: &] [added: and] commercial verticals.

One customer [removed: of] [added: in] the Consumer [removed: Solutions segment, Pool Corporation,] [added: Solutions’ pool business] represented approximately [added: 20% and] 15% of our consolidated net sales [removed: in 2020] [added: for 2021] and [removed: 2019.][added: 2020, respectively.]

We [removed: experience] [added: have historically experienced] seasonal demand with several end customers and end-users within Consumer Solutions.

End-user demand for pool equipment follows warm weather trends and [removed: is] [added: historically has been] at seasonal highs from April to August.

The magnitude of the sales [removed: increase is] [added: spike has historically been partially] mitigated by employing some advance sale “early buy” programs (generally including extended payment terms and/or additional discounts).

For the fiscal year ended December 31, [removed: 2020,] [added: 2021,] our residential and irrigation flow businesses comprised [removed: 40%] [added: 45%] of the Industrial & Flow Technologies sales.

Another [removed: 30%] [added: 25%] of sales were from the commercial & infrastructure flow businesses, which sell larger pumps focused on fire suppression, waste water and flood control.

We [removed: experience] [added: have historically experienced] increased demand for residential water supply and irrigation pumps following weather trends, which [removed: are] [added: historically has been] at seasonal highs from April to August.

These efforts consist [removed: primarily] [added: mostly] of the development of new products, product applications and manufacturing processes.

The principal materials we use in manufacturing our products are [removed: electric motors,] mild steel, stainless steel, electronic [removed: components,] [added: components (including motors),] plastics (resins, fiberglass, epoxies), copper and paint (powder and liquid).

In addition to the purchase of raw materials, we purchase some finished goods for distribution [removed: through our sales channels.][added: for resale.]

We purchase the materials we use in various manufacturing processes on the open market, and the majority are available through multiple [removed: sources which are in adequate supply.][added: sources.]

We have certain long-term commitments, principally price commitments, for the purchase of various component parts and raw materials and [removed: believe that it is unlikely that any of these agreements would be terminated prematurely.][added: continue to work with our suppliers to maintain delivery continuity.]

Alternate sources of supply [removed: at competitive prices] are available for most materials [removed: for which long-term commitments exist,] and we believe that the termination of any of these commitments would not have a material adverse effect on our financial position, results of operations or cash flows.

Certain commodities, such as metals and [removed: resin,] [added: resins,] are subject to [added: commodity] market and duty-driven price fluctuations.

Prices for raw materials, such as [removed: metals] [added: metals, resins] and [removed: resins,] [added: electronics,] may trend higher in the [removed: future.][added: near future due to the existing inflationary market trends.]

As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: 9,750] [added: 11,250] employees worldwide, of which approximately [removed: 52%] [added: 57%] are located in the U.S. A small portion of our U.S. employees are unionized, while outside the U.S., we have employees in certain countries, particularly in Europe, that are represented by an employee representative organization, such as a union, works council or employee association.

We engage with our employees and gather feedback about our employee programs, practices and policies through various approaches that include: town hall meetings where Pentair leaders share strategies and perspectives; quarterly leadership webcasts to help ensure our results and expectations are clearly communicated; an annual global leadership meeting to help drive growth and productivity initiatives and share best practices; [added: employee surveys;] and a feedback feature on our employee intranet.

To support employees in their career journey, we have developed and shared through our employee intranet a number of [removed: new] tools and resources.

Our talent development efforts span across all levels of our organization, including our [added: campus] Leadership Development Program, a 36-month program in which future leaders participate in [removed: cross-functional] rotations intended to develop their capabilities [removed: throughout] [added: through] organization-wide [removed: exposure.][added: exposure, and our Growth Manager development programs that prepare our new and experienced managers to be more effective and inclusive leaders at Pentair.]

The following sets forth information regarding the diversity of our workforce as of December 31, [removed: 2020:][added: 2021:]

| | | | Percent of workforce | | | Percent of leadership [removed: roles*] [added: roles (3)] | | |

[removed: *] [added: | (1)] Inclusive of the following racial minority groups: Black/African American, Hispanic/Latino, American Indian/Alaskan Native, Asian, Native Hawaiian/Other Pacific Islander. [added: Data for U.S. employee population only. | | | | | | | | |]

[added: | (2)] Global data. [added: | | | | | | | | |]

[removed: *] [added: | (3)] Leadership roles are those of employees who are director level and above. [added: | | | | | | | | |]

In the U.S., all non-union full-time employees are eligible to receive the following benefits: short-term and long-term disability insurance; flexible and health savings accounts and wellness programs; health insurance (medical, pharmacy, dental); eight weeks paid parental leave for birth, adoptive and foster parents; two weeks paid caregiver leave; legal services; retirement [removed: provision;] [added: benefits;] stock ownership; tuition reimbursement; holidays; vacation and sick time.

We are focused on further integrating our [removed: environmental, social and governance (“ESG”)] [added: ESG] goals throughout our business by creating broad accountability for our social responsibility strategy and creating shared commitments and targets.

Through engagement with these stakeholders, internal business leaders and subject matter experts, we identified ESG [removed: goals designed to culminate] [added: goals, which ultimately culminated] into [removed: targets to further our commitment to social responsibility.][added: Pentair’s Social Responsibility Targets, which we announced in 2021.]

[removed: We have published an annual] [added: Annually, we publish a] corporate responsibility [removed: that has reported] [added: report] on our ESG activities and accomplishments, which can be found on our corporate website, and which is not incorporated by reference into this Annual Report on Form 10-K.

Accruals with respect to liabilities insured by third parties, such as liabilities arising from acquired businesses, pre-Penwald liabilities and those of certain non-U.S. [removed: operations] [added: operations,] are established.

We are not including the information contained on our website as part [removed: of] [added: of,] or incorporating it by reference into, this Annual Report on Form 10-K.

At Pentair, we inspire people to move, improve and enjoy life’s essential resources for happier, healthier lives.

As a company, we:

- Focus on growth in our core businesses and strategic initiatives;

- Accelerate digital, innovation, technology and environmental, social and governance (“ESG”) investments;

- Expedite growth and drive margin expansion through our transformation program;

Supplier capabilities were stressed in 2021 compared to previous years as a result of the unstable situation brought on by the novel coronavirus 2019 (“COVID-19”) pandemic, reduced labor availability and the shortage of electronic components and other raw materials.

Additionally, our annual talent management process allows employees to build development plans with their leaders to develop their careers.

| Minorities (1) | | | 43.3% | | | 26.0% | | |

| Women (2) | | | 32.4% | | | 30.6% | | |

In light of the ongoing COVID-19 pandemic, we maintain our commitment to protect the health and safety of our employees by continuing our enhanced safety protocols for those on-site at our manufacturing facilities, for those who provide manufacturing-support activities, and for those working in office environments.

In addition, we have maintained flexibility for employees who do not need to be physically present at our facilities and sites to perform their job responsibilities remotely and essential business travel has generally remained the main travel activity.

In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, and you may access any materials we file with the SEC through their website at www.sec.gov.

Pentair makes the most of life’s essential resources.

As a pure play water company, we are:

- Focused on strategies to advance pool growth and accelerate residential and commercial water treatment;

- Accelerated by innovation and digital transformation; and

On April 30, 2018, Pentair completed the separation of its Electrical business from the rest of Pentair (the “Separation”) by means of a dividend in specie of the Electrical business, which was effected by the transfer of the Electrical business from Pentair to nVent Electric plc (“nVent”) and the issuance by nVent of ordinary shares directly to Pentair shareholders (the “Distribution”).

On May 1, 2018, following the Separation and Distribution, nVent became an independent publicly traded company, trading on the New York Stock Exchange under the symbol “NVT.” The Company did not retain any equity interest in nVent.

nVent’s historical financial results are reflected in the Company’s consolidated financial statements as a discontinued operation.

Refer to Note 2 for further discussion.

We have not experienced any significant work stoppages to date due to shortages of materials.

Refer to "COVID-19 Pandemic" included in ITEM 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for information on human capital management actions we have taken in response to the COVID-19 pandemic.

| Minorities* | | | 41.5% | | | 24.8% | | |

| Women | | | 31.4% | | | 27.6% | | |

Data for U.S. employee population only.

We have been, and in the future may be, made parties to a number of actions filed or have been, and in the future may be, given notice of potential claims relating to the conduct of our business, including those relating to commercial, [removed: contractual or] regulatory [added: or contractual] disputes with suppliers, customers, authorities or parties to acquisitions and [removed: divestiture;] [added: divestitures;] intellectual property matters; environmental, asbestos, safety and health matters; product liability; the use or installation of our products; consumer matters; and employment and labor matters.

Refer to *“Legal proceedings”* and *“Environmental [removed: Matters”*] [added: matters”*] within [Note 15 “Commitments and [removed: Contingencies”](#i6dc268ed6dd347a8b0f30d2d112a7272_154),] [added: Contingencies”](#i63e363a30f874a83a137ffe5c125d04e_151),] of the consolidated financial statements included in ITEM 8 of Part II of this Form 10-K for information regarding legal and regulatory proceedings we are involved in.

In addition, see [Item [removed: 1A](#i6dc268ed6dd347a8b0f30d2d112a7272_16) [“](#i6dc268ed6dd347a8b0f30d2d112a7272_16)[Risk Factors](#i6dc268ed6dd347a8b0f30d2d112a7272_16) [-](#i6dc268ed6dd347a8b0f30d2d112a7272_16) [Our] [added: 1A “Risk Factors - Our] subsidiaries are party to asbestos-related product litigation that could adversely affect our financial condition, results of operations and cash [removed: flows](#i6dc268ed6dd347a8b0f30d2d112a7272_16)[”](#i6dc268ed6dd347a8b0f30d2d112a7272_16)] [added: flows”](#i63e363a30f874a83a137ffe5c125d04e_16)] related to asbestos matters.

For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

Aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of [removed: $37.99] [added: $67.49] per share as reported on the New York Stock Exchange on June 30, [removed: 2020] [added: 2021] (the last business day of Registrant’s most recently completed second quarter): [removed: $6,245,419,948.][added: $11,084,021,014.]

The number of shares outstanding of Registrant’s only class of common stock on December 31, [removed: 2020] [added: 2021] was [removed: 166,063,551.][added: 165,098,847.]

Parts of the Registrant’s definitive proxy statement for its annual general meeting to be held on May [removed: 4, 2021,] [added: 17, 2022,] 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: 2020][added: 2021]

| ITEM 1. | | | | | | [removed: [Business](#i6dc268ed6dd347a8b0f30d2d112a7272_13)] [added: [Business](#i63e363a30f874a83a137ffe5c125d04e_13)] | | | | | | [removed: [1](#i6dc268ed6dd347a8b0f30d2d112a7272_13)] [added: [1](#i63e363a30f874a83a137ffe5c125d04e_13)] | | |

| ITEM 1A. | | | | | | [Risk [removed: Factors](#i6dc268ed6dd347a8b0f30d2d112a7272_16)] [added: Factors](#i63e363a30f874a83a137ffe5c125d04e_16)] | | | | | | [removed: [5](#i6dc268ed6dd347a8b0f30d2d112a7272_16)] [added: [5](#i63e363a30f874a83a137ffe5c125d04e_16)] | | |

| ITEM 1B. | | | | | | [Unresolved Staff [removed: Comments](#i6dc268ed6dd347a8b0f30d2d112a7272_19)] [added: Comments](#i63e363a30f874a83a137ffe5c125d04e_19)] | | | | | | [removed: [18](#i6dc268ed6dd347a8b0f30d2d112a7272_19)] [added: [17](#i63e363a30f874a83a137ffe5c125d04e_19)] | | |

| ITEM 2. | | | | | | [removed: [Properties](#i6dc268ed6dd347a8b0f30d2d112a7272_22)] [added: [Properties](#i63e363a30f874a83a137ffe5c125d04e_22)] | | | | | | [removed: [18](#i6dc268ed6dd347a8b0f30d2d112a7272_22)] [added: [18](#i63e363a30f874a83a137ffe5c125d04e_22)] | | |

| ITEM 3. | | | | | | [Legal [removed: Proceedings](#i6dc268ed6dd347a8b0f30d2d112a7272_25)] [added: Proceedings](#i63e363a30f874a83a137ffe5c125d04e_25)] | | | | | | [removed: [18](#i6dc268ed6dd347a8b0f30d2d112a7272_25)] [added: [18](#i63e363a30f874a83a137ffe5c125d04e_25)] | | |

| ITEM 4. | | | | | | [Mine Safety [removed: Disclosures](#i6dc268ed6dd347a8b0f30d2d112a7272_31)] [added: Disclosures](#i63e363a30f874a83a137ffe5c125d04e_31)] | | | | | | [removed: [18](#i6dc268ed6dd347a8b0f30d2d112a7272_28)] [added: [18](#i63e363a30f874a83a137ffe5c125d04e_28)] | | |

| ITEM 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6dc268ed6dd347a8b0f30d2d112a7272_37)] [added: Securities](#i63e363a30f874a83a137ffe5c125d04e_37)] | | | | | | [removed: [20](#i6dc268ed6dd347a8b0f30d2d112a7272_37)] [added: [20](#i63e363a30f874a83a137ffe5c125d04e_37)] | | |

| ITEM 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6dc268ed6dd347a8b0f30d2d112a7272_43)] [added: Operations](#i63e363a30f874a83a137ffe5c125d04e_43)] | | | | | | [removed: [22](#i6dc268ed6dd347a8b0f30d2d112a7272_43)] [added: [22](#i63e363a30f874a83a137ffe5c125d04e_43)] | | |

| ITEM 7A. | | | | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i6dc268ed6dd347a8b0f30d2d112a7272_61)] [added: Risk](#i63e363a30f874a83a137ffe5c125d04e_61)] | | | | | | [removed: [39](#i6dc268ed6dd347a8b0f30d2d112a7272_61)] [added: [36](#i63e363a30f874a83a137ffe5c125d04e_61)] | | |

| ITEM 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i6dc268ed6dd347a8b0f30d2d112a7272_64)] [added: Data](#i63e363a30f874a83a137ffe5c125d04e_64)] | | | | | | [removed: [41](#i6dc268ed6dd347a8b0f30d2d112a7272_64)] [added: [38](#i63e363a30f874a83a137ffe5c125d04e_64)] | | |

| ITEM 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6dc268ed6dd347a8b0f30d2d112a7272_163)] [added: Disclosure](#i63e363a30f874a83a137ffe5c125d04e_157)] | | | | | | [removed: [80](#i6dc268ed6dd347a8b0f30d2d112a7272_163)] [added: [73](#i63e363a30f874a83a137ffe5c125d04e_157)] | | |

| ITEM 9A. | | | | | | [Controls and [removed: Procedures](#i6dc268ed6dd347a8b0f30d2d112a7272_166)] [added: Procedures](#i63e363a30f874a83a137ffe5c125d04e_160)] | | | | | | [removed: [80](#i6dc268ed6dd347a8b0f30d2d112a7272_166)] [added: [73](#i63e363a30f874a83a137ffe5c125d04e_160)] | | |

| ITEM 9B. | | | | | | [Other [removed: Information](#i6dc268ed6dd347a8b0f30d2d112a7272_169)] [added: Information](#i63e363a30f874a83a137ffe5c125d04e_163)] | | | | | | [removed: [80](#i6dc268ed6dd347a8b0f30d2d112a7272_169)] [added: [73](#i63e363a30f874a83a137ffe5c125d04e_163)] | | |

| ITEM 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6dc268ed6dd347a8b0f30d2d112a7272_175)] [added: Governance](#i63e363a30f874a83a137ffe5c125d04e_169)] | | | | | | [removed: [81](#i6dc268ed6dd347a8b0f30d2d112a7272_175)] [added: [74](#i63e363a30f874a83a137ffe5c125d04e_169)] | | |

| ITEM 11. | | | | | | [Executive [removed: Compensation](#i6dc268ed6dd347a8b0f30d2d112a7272_178)] [added: Compensation](#i63e363a30f874a83a137ffe5c125d04e_172)] | | | | | | [removed: [81](#i6dc268ed6dd347a8b0f30d2d112a7272_178)] [added: [74](#i63e363a30f874a83a137ffe5c125d04e_172)] | | |

| ITEM 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6dc268ed6dd347a8b0f30d2d112a7272_181)] [added: Matters](#i63e363a30f874a83a137ffe5c125d04e_175)] | | | | | | [removed: [82](#i6dc268ed6dd347a8b0f30d2d112a7272_181)] [added: [75](#i63e363a30f874a83a137ffe5c125d04e_175)] | | |

| ITEM 13. | | | | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i6dc268ed6dd347a8b0f30d2d112a7272_184)] [added: Independence](#i63e363a30f874a83a137ffe5c125d04e_178)] | | | | | | [removed: [82](#i6dc268ed6dd347a8b0f30d2d112a7272_184)] [added: [75](#i63e363a30f874a83a137ffe5c125d04e_178)] | | |

| ITEM 14. | | | | | | [Principal Accounting Fees and [removed: Services](#i6dc268ed6dd347a8b0f30d2d112a7272_187)] [added: Services](#i63e363a30f874a83a137ffe5c125d04e_181)] | | | | | | [removed: [82](#i6dc268ed6dd347a8b0f30d2d112a7272_187)] [added: [75](#i63e363a30f874a83a137ffe5c125d04e_181)] | | |

| ITEM 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i6dc268ed6dd347a8b0f30d2d112a7272_190)] [added: Schedules](#i63e363a30f874a83a137ffe5c125d04e_184)] | | | | | | [removed: [83](#i6dc268ed6dd347a8b0f30d2d112a7272_190)] [added: [76](#i63e363a30f874a83a137ffe5c125d04e_184)] | | |

| ITEM 16. | | | | | | [Form 10-K [removed: Summary](#i6dc268ed6dd347a8b0f30d2d112a7272_190)] [added: Summary](#i63e363a30f874a83a137ffe5c125d04e_184)] | | | | | | [removed: [87](#i6dc268ed6dd347a8b0f30d2d112a7272_1702)] [added: [79](#i63e363a30f874a83a137ffe5c125d04e_187)] | | |

| ITEM 6. | | | | | | [\[Reserved\]](#i63e363a30f874a83a137ffe5c125d04e_1622) | | | | | | [21](#i63e363a30f874a83a137ffe5c125d04e_1622) | | |

| ITEM 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#i63e363a30f874a83a137ffe5c125d04e_1632)[s](#i63e363a30f874a83a137ffe5c125d04e_1632) | | | | | | [73](#i63e363a30f874a83a137ffe5c125d04e_1632) | | |

| | | | | | | [Signatures](#i63e363a30f874a83a137ffe5c125d04e_190) | | | | | | [80](#i63e363a30f874a83a137ffe5c125d04e_190) | | |

| | | | | | | [Signatures](#i6dc268ed6dd347a8b0f30d2d112a7272_193) | | | | | | [88](#i6dc268ed6dd347a8b0f30d2d112a7272_193) | | |

The following is a summary of our principal properties as of December 31, [removed: 2020,] [added: 2021,] including manufacturing, distribution, sales offices and service centers:

| Consumer Solutions | | | U.S. and 6 foreign countries | | | [removed: 16] [added: 17] | | | [removed: 8] [added: 23] | | | [removed: 7] [added: 18] | | | [removed: 10] [added: 25] | | |

| Industrial & Flow Technologies | | | U.S. and 15 foreign countries | | | [removed: 20] [added: 18] | | | [removed: 15] [added: 12] | | | [removed: 6] [added: 7] | | | [removed: 7] [added: 10] | | |

| Total | | | | | | [removed: 36] [added: 35] | | | [removed: 23] [added: 35] | | | [removed: 18] [added: 30] | | | [removed: 17] [added: 35] | | |

We believe that our production [removed: facilities] [added: facilities,] as well as the related machinery and equipment, are well maintained and suitable for their purpose and are adequate to support our businesses.

| John L. Stauch | | | [removed: 56] [added: 57] | | | | | | President and Chief Executive Officer since 2018; Executive Vice President and Chief Financial Officer 2007 - 2018; 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. | | |

| Mario R. D’Ovidio | | | [removed: 51] [added: 52] | | | | | | Executive Vice President and President, Consumer Solutions since 2020; Senior Vice President of Sales and Ownership Solutions - North America of Electrolux AB (a manufacturer of large and small household appliances) 2017 – 2020; Global Vice President Sales and Service – Husqvarna AB (a manufacturer of innovative outdoor power products) 2016 – 2017; Vice President Global Product Management and Development of Husqvarna AB 2014 – 2016. | | |

| Robert P. Fishman | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Chief Financial Officer and Chief Accounting Officer since 2020; Executive Vice President and Chief Financial Officer of NCR Corporation (a global provider of omni-channel technology solutions) 2016 - 2018; Senior Vice President and Chief Financial Officer of NCR Corporation 2010 - 2016; Vice President and Corporate Controller of NCR Corporation 2007 - 2009. | | |

| Jerome O. Pedretti | | | [removed: 50] [added: 51] | | | | | | Executive Vice President and President, Industrial & Flow Technologies since 2020. Senior Vice President of Pentair’s former Aquatic Systems reporting segment 2016 - 2019; Vice President of Pentair’s former Valves & Controls business 2014 - 2016; Vice President Growth Strategy 2010 - 2014; Various business leadership positions of Pentair 2005 - 2014; Consultant at Bain & Co 2002 - 2005. | | |

| Stephen J. Pilla | | | [removed: 57] [added: 58] | | | | | | Executive Vice President and Chief Supply Chain Officer since 2020; Vice President and Chief Supply Chain Officer of Red Wing Shoe Co. (a manufacturer of personal protection equipment and footwear) 2017 - 2020; Vice President and General Manager of Pentair’s former Enclosure Division 2015 – 2017; Vice President of Pentair’s Global Operations and Supply Chain 2014 – 2016; Vice President, Global Supply of Pentair 2009 – 2012; Various other business leadership positions of Pentair 2002 – 2009. | | |

| Karla C. Robertson | | | [removed: 50] [added: 51] | | | | | | Executive Vice President, General Counsel, Secretary and Chief Social Responsibility Officer since 2020; Executive Vice President, General Counsel and Secretary 2018-2020; General Counsel, Water segment 2017 - 2018; Executive Vice President, General Counsel and Corporate Secretary of SUPERVALU Inc. (a wholesaler and retailer of grocery products) 2013 - 2017; Vice President, Employment, Compensation and Benefits Law of SUPERVALU Inc. 2012 - 2013; Director, Employment Law of SUPERVALU Inc. 2011 - 2012; Senior Counsel, Employment Law of SUPERVALU Inc. 2009 - 2011; Senior Employee Relations Counsel of Target Corporation 2006 - 2008; Associate, Faegre & Benson LLP 2000 - 2005; Judicial Clerk, United States District Court for the Southern District of Iowa 1998 - 2000. | | |

| Philip M. Rolchigo | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and Chief Technology Officer since 2018; Chief Technology Officer 2017 - 2018; Vice President of Technology 2015 - 2017; Vice President of Engineering 2007 - 2015; Business Development Director of Water Technologies business of GE Global Research Center 2006 - 2007; Director of Technology of GE Water & Process Technologies 2003 - 2006; Chief Technology Officer of Osmonics 2000 - 2003; Vice President of Research & Development of Osmonics 1998 - 2000. | | |

| Adrian C. Chiu | | | 43 | | | | | | Executive Vice President, Chief Human Resources Officer and Chief Transformation Officer since 2021; Vice President of Total Rewards and Human Resources Information Systems 2018 – 2021; Vice President and Project Management Office Leader for the separation of nVent plc (Pentair’s former electrical business) 2017 – 2018; Vice President of Human Resources Technology, Operations, and Equity Compensation 2016 – 2018; Senior Director of Human Resources Technology and Services 2011 – 2016; Various consulting positions of increasing responsibility at IBM Global Business Services 2000 – 2011. | | |

| Kelly A. Baker | | | 51 | | | | | | Executive Vice President and Chief Human Resources Officer since 2018; Chief Human Resources Officer, Water segment, 2017 - 2018; Chief Human Resources Officer of Patterson Companies, Inc. (a dental and animal health industry product and technology distributor) 2016 - 2017; Vice President of Human Resources, North America Retail and Marketing Function of General Mills (a multinational manufacturer and marketer of branded consumer foods) 2014 - 2016; Vice President of Human Resources, Corporate & Global Business Solutions of General Mills 2009 - 2014; Vice President of Diversity & Inclusion of General Mills 2005 - 2009. | | |

| John H. Jacko | | | 63 | | | | | | Executive Vice President and Chief Growth Officer since 2018; Senior Vice President and Chief Marketing Officer 2017 - 2018; Vice President and Chief Marketing Officer of Kennametal Inc. (a global supplier of tooling, engineered components and advanced materials) 2007 - 2016; Senior Vice President and Chief Marketing Officer of Flowserve Corporation, 2002 - 2007; Vice President of Marketing and Customer Management of Flowserve Corporation 2001 - 2002. | | |

Our ordinary shares are listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “PNR.” As of December 31, [removed: 2020,] [added: 2021,] there were [removed: 13,931] [added: 13,318] shareholders of record.

Pentair has paid [removed: 180] [added: 184] consecutive quarterly cash dividends, including most recently a dividend of [removed: $0.19] [added: $0.20] per share in the fourth quarter of [removed: 2020.][added: 2021.]

On December [removed: 8, 2020,] [added: 7, 2021,] Pentair’s Board of Directors approved a 5 percent increase in the Company’s regular quarterly cash dividend rate (from [removed: $0.19] [added: $0.20] per share to [removed: $0.20] [added: $0.21] per share) that was paid on February [removed: 5, 2021] [added: 4, 2022] to shareholders of record at the close of business on January [removed: 22, 2021.][added: 21, 2022.]

[removed: 2021] [added: 2022] marks the [removed: 45th] [added: 46th] consecutive year that Pentair has increased its dividend.

The following graph sets forth the cumulative total shareholder return on our ordinary shares for the last five years, assuming the investment of $100 on December 31, [removed: 2015] [added: 2016] and the reinvestment of all dividends since that date to December 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

| Company / Index | | | [removed: 2015 | | |] 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | [added: 2021] | | | [added: | | |]

The following table provides information with respect to purchases we made of our ordinary shares during the fourth quarter of [removed: 2020:][added: 2021:]

(a)The purchases in this column include [removed: 714] [added: 373] shares for the period October 1 – October [removed: 24, 17,083] [added: 30, 950] shares for the period October [removed: 25] [added: 31] – November [removed: 21,] [added: 27,] and [removed: 68] [added: 10,944] shares for the period November [removed: 22] [added: 28] – December 31 deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted and performance shares.

(b)The average price paid in this column includes shares repurchased as part of our publicly announced plans and shares deemed surrendered to us by participants in [removed: the Plans] [added: our equity incentive plans] to satisfy the exercise price for the exercise price of stock options and withholding tax obligations due upon stock option exercises and vesting of restricted and performance shares.

(d)In [removed: May 2018,] [added: December 2020,] the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million (the [removed: “2018] [added: “2020] Authorization”).

We have [removed: $99.7 million and $750.0] [added: $650.0] million remaining availability for repurchases under the [removed: 2018 Authorization and] 2020 [removed: Authorization, respectively.][added: Authorization.]

| Pentair plc | | | $ | 100 | | | | | $ | 128.67 | | $ | 104.40 | | $ | 129.12 | | $ | 152.22 | | $ | 211.96 | |

| S&P 500 Index | | | 100 | | | | | | 121.83 | | | 116.49 | | | 153.17 | | | 181.35 | | | 233.41 | | |

| S&P 500 Industrials Index | | | 100 | | | | | | 122.56 | | | 118.83 | | | 156.82 | | | 193.16 | | | 247.04 | | |

| October 1 – October 30 | | | 107,831 | | | $ | 74.43 | | 107,458 | | | $ | 692,001,253 | |

| October 31 – November 27 | | | 502,229 | | | 75.78 | | | 501,279 | | | 654,002,042 | | |

| November 28 – December 31 | | | 63,539 | | | 75.59 | | | 52,595 | | | 650,002,158 | | |

| Total | | | 673,599 | | | | | | 661,332 | | | | | |

| Pentair plc | | | $ | 100 | | | | | $ | 116.00 | | $ | 149.25 | | $ | 121.10 | | $ | 149.78 | | $ | 176.57 | |

| S&P 500 Index | | | 100 | | | | | | 111.96 | | | 136.40 | | | 130.42 | | | 171.49 | | | 203.04 | | |

| S&P 500 Industrials Index | | | 100 | | | | | | 110.12 | | | 134.97 | | | 130.86 | | | 172.69 | | | 212.71 | | |

| October 1 – October 24 | | | 714 | | | $ | 47.02 | | — | | | $ | 134,718,028 | |

| October 25 – November 21 | | | 689,880 | | | 51.97 | | | 672,797 | | | 99,718,419 | | |

| November 22 – December 31 | | | 68 | | | 53.09 | | | — | | | 849,718,419 | | |

| Total | | | 690,662 | | | | | | 672,797 | | | | | |

The 2018 Authorization expires on May 31, 2021.

On December 8, 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million (the “2020 Authorization”).

The 2020 Authorization supplements the 2018 Authorization.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on this assessment, management believes that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020.][added: 2021.]

We have audited the internal control over financial reporting of Pentair plc and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control—Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2020,] [added: 2021,] of the Company and our report dated February [removed: 16, 2021] [added: 22, 2022] expressed an unqualified opinion on those financial statements.

We have audited the accompanying consolidated balance sheets of Pentair plc and subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations and comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control—Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 16, 2021,] [added: 22, 2022,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: Auditing these assumptions] [added: Given the multiple jurisdictions in which the Company operates and the complexity of tax regulations, auditing the completeness of UTPs] involved a high degree of auditor judgment, and an increased extent of audit effort, including the need to involve our [removed: fair value] [added: tax] specialists.

As of December 31, [removed: 2020,] [added: 2021,] the Company’s recorded UTP balance was [removed: $46.3] [added: $37.3] million.

▪We inspected the Company’s [added: summary of differences between the] filed tax returns and the tax provision to obtain an understanding of significant differences.

| *In millions, except per-share data* | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |

| Net sales | | | $ | [removed: 3,017.8] [added: 3,764.8] | | $ | [removed: 2,957.2] [added: 3,017.8] | | $ | [removed: 2,965.1] [added: 2,957.2] | |

| Cost of goods sold | | | [removed: 1,960.2] [added: 2,445.6] | | | [removed: 1,905.7] [added: 1,960.2] | | | [removed: 1,917.4] [added: 1,905.7] | | |

| Gross profit | | | [removed: 1,057.6] [added: 1,319.2] | | | [removed: 1,051.5] [added: 1,057.6] | | | [removed: 1,047.7] [added: 1,051.5] | | |

| Selling, general and administrative | | | [removed: 520.5] [added: 596.4] | | | [removed: 540.1] [added: 520.5] | | | [removed: 534.3] [added: 540.1] | | |

| Research and development | | | [removed: 75.7] [added: 85.9] | | | [removed: 78.9] [added: 75.7] | | | [removed: 76.7] [added: 78.9] | | |

| Operating income | | | [removed: 461.4] [added: 636.9] | | | [removed: 432.5] [added: 461.4] | | | [removed: 436.7] [added: 432.5] | | |

| [removed: Loss (gain)] [added: (Gain) loss] on sale of businesses | | | [removed: 0.1] [added: (1.4)] | | | [removed: (2.2)] [added: 0.1] | | | [removed: 7.3] [added: (2.2)] | | |

| Net interest expense | | | [removed: 23.9] [added: 12.5] | | | [removed: 30.1] [added: 23.9] | | | [removed: 32.6] [added: 30.1] | | |

| Other [removed: expense] (income) [added: expense] | | | [removed: 5.3] [added: (1.0)] | | | [removed: (2.9)] [added: 5.3] | | | [removed: (0.1)] [added: (2.9)] | | |

| Income from continuing operations before income taxes | | | [removed: 432.1] [added: 626.8] | | | [removed: 407.5] [added: 432.1] | | | [removed: 379.8] [added: 407.5] | | |

| Provision for income taxes | | | [removed: 75.0] [added: 70.8] | | | [removed: 45.8] [added: 75.0] | | | [removed: 58.1] [added: 45.8] | | |

| Net income from continuing operations | | | [removed: 357.1] [added: 556.0] | | | [removed: 361.7] [added: 357.1] | | | [removed: 321.7] [added: 361.7] | | |

| [removed: Income (loss)] [added: (Loss) income] from discontinued operations, net of tax | | | [removed: 1.5] [added: (3.0)] | | | [removed: (6.0)] [added: 1.5] | | | [removed: 25.7] [added: (6.0)] | | |

| Net income | | | $ | [removed: 358.6] [added: 553.0] | | $ | [removed: 355.7] [added: 358.6] | | $ | [removed: 347.4] [added: 355.7] | |

| Net income | | | $ | [removed: 358.6] [added: 553.0] | | $ | [removed: 355.7] [added: 358.6] | | $ | [removed: 347.4] [added: 355.7] | |

| Changes in cumulative translation adjustment | | | [removed: 49.0] [added: (47.0)] | | | [removed: (15.3)] [added: 49.0] | | | [removed: 10.0] [added: (15.3)] | | |

| Changes in market value of derivative financial instruments, net of tax | | | [removed: (29.8)] [added: 40.4] | | | [removed: 17.4] [added: (29.8)] | | | [removed: 4.8] [added: 17.4] | | |

| Comprehensive income | | | $ | [removed: 377.8] [added: 546.4] | | $ | [removed: 357.8] [added: 377.8] | | $ | [removed: 362.2] [added: 357.8] | |

| Continuing operations | | | $ | [removed: 2.14] [added: 3.36] | | $ | 2.14 | | $ | [removed: 1.83] [added: 2.14] | |

| Discontinued operations | | | [removed: 0.01] [added: (0.02)] | | | [removed: (0.04)] [added: 0.01] | | | [removed: 0.15] [added: (0.04)] | | |

| Basic earnings per ordinary share | | | $ | [removed: 2.15] [added: 3.34] | | $ | [removed: 2.10] [added: 2.15] | | $ | [removed: 1.98] [added: 2.10] | |

| Continuing operations | | | $ | [removed: 2.13] [added: 3.32] | | $ | [removed: 2.12] [added: 2.13] | | $ | [removed: 1.81] [added: 2.12] | |

| Discontinued operations | | | [removed: 0.01] [added: (0.02)] | | | [removed: (0.03)] [added: 0.01] | | | [removed: 0.15] [added: (0.03)] | | |

| Diluted earnings per ordinary share | | | $ | [removed: 2.14] [added: 3.30] | | $ | [removed: 2.09] [added: 2.14] | | $ | [removed: 1.96] [added: 2.09] | |

February 22, 2022

February 22, 2022

| Payments upon the maturity of cross currency swaps | | | (14.7) | | | — | | | — | | |

| Share repurchases | | | (2.1) | | | — | | | (150.0) | | | — | | | — | | | (150.0) | | |

| Balance - December 31, 2021 | | | 165.1 | | | $ | 1.7 | | $ | 1,582.7 | | $ | 1,051.4 | | $ | (213.9) | | $ | 2,421.9 | |

| Contract assets | | | $ | 48.8 | | $ | 50.1 | | | | | $ | (1.3) | | (2.6) | | % |

| Contract liabilities | | | 39.4 | | | 27.5 | | | | | | 11.9 | | | 43.3 | | % |

| Acquisitions | | | 1.0 | | | 0.1 | | | 0.7 | | |

On October 18, 2021, as part of both of our Consumer Solutions and Industrial & Flow Technologies reporting segments, we completed the acquisition of Pleatco Holdings, LLC and related entities for $254.6 million in cash, net of cash acquired.

The excess of purchase price over tangible net assets acquired has been preliminarily allocated to goodwill in the amount of $137.3 million, $131.4 million of which is expected to be deductible for income tax purposes.

Identifiable intangible assets acquired consisted of $97.9 million of definite-lived customer relationships with an estimated useful life of 17 years.

On May 19, 2021, as part of our Consumer Solutions reporting segment, we completed the acquisition of Ken’s Beverage, Inc. for $83.1 million in cash, net of cash acquired.

The excess of purchase price over tangible net assets acquired has been preliminarily allocated to goodwill in the amount of $29.2 million, all of which is expected to be deductible for income tax purposes.

Identifiable intangible assets acquired consisted of $38.0 million of definite-lived customer relationships with an estimated useful life of 22 years.

Restructuring and Transformation Program

In 2021, we launched and committed resources to a program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes (the “Transformation Program”).

The Transformation Program is structured in multiple phases and is expected to empower us to work more efficiently and optimize our business to better serve our customers while meeting our financial objectives.

| Transformation costs (2) | | | 11.7 | | | — | | | — | | |

| Total restructuring and transformation costs | | | $ | 19.1 | | $ | 14.1 | | $ | 14.0 | |

(2) Transformation costs primarily consist of professional services and project management and related costs.

| Consumer Solutions | | | $ | 1,580.5 | | $ | 152.9 | | $ | (1.2) | | | | | $ | (9.7) | | $ | 1,722.5 | |

| Industrial & Flow Technologies | | | 811.7 | | | 13.6 | | | — | | | | | | (43.3) | | | 782.0 | | |

| Total goodwill | | | $ | 2,392.2 | | $ | 166.5 | | $ | (1.2) | | | | | $ | (53.0) | | $ | 2,504.5 | |

| | | | | | | | | | | | | | | | | | | | | |

| Estimated amortization expense | | | $ | 23.3 | | $ | 21.0 | | $ | 20.5 | | $ | 20.5 | | $ | 19.2 | | | | | | | |

| Accrued freight | | | 36.5 | | | 20.5 | | |

The revolving credit facility has a maturity date of December 16, 2026 and the term loan facility has a maturity date of December 16, 2024.

The periodic interest settlements related to our cross currency swap agreements are classified as operating activities.

The cash flows that relate to principal balances are classified as financing activities for the cash flow hedges on intercompany debt and investing activities for the net investment hedges.

In January 2021, one of our cross currency swap agreements, which was accounted for as a cash flow hedge, matured, resulting in a net cash payment of $14.7 million.

The net cash payment is included within financing activities on the Condensed Consolidated Statements of Cash Flows.

| | | | 2021 | | | | | | | | | 2020 | | | | | |

| Total recurring fair value measurements | | | $ | 13.6 | | $ | (2.3) | | $ | — | | $ | 12.0 | | $ | 23.3 | |

| Unrecognized tax benefits | | | (1.3) | | | — | | | — | | |

At December 31, 2021 and 2020, our

| Interest cost | | | 2.0 | | | 2.9 | | | | | | | | | | | | | | | 0.2 | | | 0.4 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Discount rate | | | 2.21 | | % | 1.74 | | % | 2.68 | | % | | | | | | | | | | | | | | | | 2.34 | | % | 1.77 | | % | 2.81 | | % |

| | | | 2021 | | | 2020 | | |

February 16, 2021

Indefinite-lived Trade Names *—* Valuation *—* Refer to Notes 1 and 5 to the financial statements

*Critical Audit Matter Description*

The Company’s evaluation of indefinite-lived trade names for impairment involves the comparison of the estimated fair value of each indefinite-lived trade name to its carrying value.

The Company determines the estimated fair value of its trade names using the income approach, more specifically, the relief-from-royalty method.

The determination of the estimated fair value using the relief-from-royalty method requires management to make significant estimates and assumptions including selecting appropriate royalty and weighted average cost of capital (“WACC”) rates and forecasting future revenues for the related brands.

Changes in these assumptions could have a significant impact on the estimated fair value of indefinite-lived trade names.

For certain of the Company’s indefinite-lived trade names, a significant change in estimated fair value could cause a significant impairment.

The indefinite-lived trade names balance was $180.6 million as of December 31, 2020, of which certain trade names are higher risk for impairment.

When identifying the higher risk indefinite-lived trade names, we considered the relationship of their fair value to carrying value.

The estimated fair values of these trade names exceeded their carrying values as of the measurement date and, therefore, no impairment was recognized.

Given the level of judgment involved, management uses a third-party fair value specialist to assist in establishing the royalty and WACC rate assumptions.

The future trade name revenues are sensitive to changes in demand, and the short-term growth rates have increased uncertainty as a result of the COVID-19 pandemic.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the forecasts of future trade name revenues and selection of the royalty and WACC rates included the following, among others:

- We tested the effectiveness of controls over indefinite-lived trade names impairment evaluation, including those over management’s review of the trade name revenue forecasts and the selection of the royalty and WACC rates to be used in the valuation.

- We assessed management’s ability to prepare accurate trade name revenue forecasts by performing a retrospective review to compare actual results to management’s historical forecasts.

- We evaluated the reasonableness of management’s trade name revenue forecasts by inquiring of management regarding the forecasts and comparing the forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, (3) forecasted information included in Company press releases, (4) underlying analysis detailing business strategies and growth plans, and (5) current industry, market and economic trends.

- We also performed sensitivity analyses to evaluate the impact that changes in the significant assumptions would have on the fair value of the trade names.

- With the assistance of our fair value specialists, we evaluated the royalty and WACC rates used by management in the valuation, including (1) testing the underlying source information and the mathematical calculations, (2) developing a range of independent estimates and comparing those to the WACC rate selected by management, and (3) comparing the selected royalty rate to market data for comparable licensing agreement rates.

Given the multiple jurisdictions in which the Company operates and the complexity of tax law, auditing the completeness of UTPs involved a high degree of auditor judgment, and an increased extent of audit effort, including the need to involve our tax specialists.

February 16, 2021

Pentair plc and Subsidiaries

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

| | | | Years ended December 31 | | | | | | | | |

| Loss on early extinguishment of debt | | | — | | | — | | | 17.1 | | |

Pentair plc and Subsidiaries

Pentair plc and Subsidiaries

| Loss on early extinguishment of debt | | | — | | | — | | | 17.1 | | |

| Net cash used for investing activities of discontinued operations | | | — | | | — | | | (7.1) | | |

| Net cash used for investing activities | | | (117.9) | | | (331.9) | | | (68.8) | | |

| Premium paid on early extinguishment of debt | | | — | | | — | | | (16.0) | | |

| Distribution of cash from nVent, net of cash transferred | | | — | | | — | | | 919.4 | | |

| Change in cash held for sale | | | — | | | — | | | 27.0 | | |

| Balance - December 31, 2017 | | | 180.3 | | | $ | 1.8 | | $ | 2,797.7 | | $ | 2,481.7 | | $ | (243.4) | | $ | 5,037.8 | |

| Cumulative effect of accounting changes | | | — | | | — | | | — | | | (214.0) | | | — | | | (214.0) | | |

| Distribution to nVent | | | — | | | — | | | (438.2) | | | (2,291.0) | | | (47.8) | | | (2,777.0) | | |

| Share repurchases | | | (10.2) | | | (0.1) | | | (499.9) | | | — | | | — | | | (500.0) | | |

Notes to consolidated financial statements

Electrical separation

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: 2020,] [added: 2021,] 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: 2020] [added: 2021] 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: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

Not applicable.

PART III

Information required under this item with respect to directors is contained in our Proxy Statement for our [removed: 2021] [added: 2022] annual general meeting of shareholders under the captions “Corporate Governance Matters” and “Proposal 1 Re-elect Director Nominees” and is incorporated herein by reference.

Information required under this item is contained in our Proxy Statement for our [removed: 2021] [added: 2022] annual general meeting of shareholders under the captions “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation Tables” and “Corporate Governance Matters - 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: 2021] [added: 2022] 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: 2020,] [added: 2021,] information about compensation plans under which our equity securities are authorized for issuance:

[removed: (4)Consists] [added: (1)Consists] of [removed: 3,059,184] [added: 307,572] shares subject to stock options, [removed: 588,399] [added: 337,364] shares subject to restricted stock units, and [removed: 359,208] [added: 132,373] shares subject to performance share awards.

| 2020 Share and Incentive Plan | | | 777,309 | | | (1) | | | $ | 53.28 | | (2) | | | 5,151,819 | | | (3) | | |

| 2012 Stock and Incentive Plan | | | 2,597,495 | | | (4) | | | 41.04 | | | (2) | | | 360,068 | | | (5) | | |

| | | | | | | | | | | | | | | | | | | | | |

| Total | | | 3,374,804 | | | | | | $ | 42.63 | | (2) | | | 5,511,887 | | | | | |

(4)Consists of 2,066,108 shares subject to stock options, 291,305 shares subject to restricted stock units, and 240,082 shares subject to performance share awards.

| 2020 Share and Incentive Plan | | | 86,233 | | | (1) | | | $ | — | | (2) | | | 5,497,519 | | | (3) | | |

| 2012 Stock and Incentive Plan | | | 4,006,791 | | | (4) | | | 40.47 | | | (2) | | | 400,997 | | | (5) | | |

| 2008 Omnibus Stock Incentive Plan | | | 15,616 | | | (6) | | | 24.27 | | | (2) | | | — | | | (7) | | |

| Total | | | 4,108,640 | | | | | | $ | 40.39 | | (2) | | | 5,898,516 | | | | | |

(1)Consists of 86,233 shares subject to restricted stock units.

(6)Consists of 15,616 shares subject to stock options.

(7)The 2008 Omnibus Stock Incentive Plan was terminated in 2012.

Stock options previously granted under the 2008 Omnibus Stock Incentive Plan remain outstanding, but no further options or shares may be granted under this plan.

Information required under this item is contained in our Proxy Statement for our [removed: 2021] [added: 2022] annual general meeting of shareholders under the captions “Proposal 1 Re-elect Director Nominees - Director Independence” and “Corporate Governance Matters - The Board’s Role and Responsibilities - 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: 2021] [added: 2022] annual general meeting of shareholders under the caption “Proposal 3 Ratify, by Nonbinding, Advisory Vote, the Appointment of Deloitte & Touche LLP [added: (PCAOB ID No. 34)] as the Independent Auditor of Pentair plc and to Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditor’s Remuneration” and is incorporated herein by reference.

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/77360/000119312512506767/d456536dex41.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/77360/000119312514206241/d728966dex43.htm)] | | | | | | [removed: Fifth] [added: Sixth] Supplemental Indenture, dated as of [removed: December 18, 2012,] [added: May 20, 2014,] among Pentair Finance [removed: S.A. (as Issuer),] [added: S.A.,] Pentair [removed: Ltd. (as Guarantor)] [added: Ltd., Pentair Investments Switzerland GmbH, Pentair plc] and Wells Fargo Bank, National [removed: Association (as Trustee)] [added: Association, as trustee] (Incorporated by reference to Exhibit [removed: 4.1] [added: 4.3] in the Current Report on Form 8-K of Pentair [removed: Ltd.] [added: plc] filed with the Commission on [removed: December 18, 2012] [added: May 20, 2014] (File No. 001-11625)). | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/77360/000119312514206241/d728966dex43.htm)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/77360/000007736017000025/exhibit41seventhsupplement.htm)] | | | | | | [removed: Sixth] [added: Seventh] Supplemental Indenture, dated as of May [removed: 20, 2014,] [added: 26, 2017,] among Pentair Finance S.A., Pentair [removed: Ltd.,] [added: plc,] Pentair Investments Switzerland [removed: GmbH, Pentair plc] [added: GmbH] and Wells Fargo Bank, National [removed: Association,] [added: Association] as trustee (Incorporated by reference to Exhibit [removed: 4.3 in] [added: 4.1 to] the Current Report on Form 8-K of Pentair plc filed with the Commission on May [removed: 20, 2014] [added: 31, 2017] (File No. 001-11625)). | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/77360/000007736017000025/exhibit41seventhsupplement.htm)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/77360/000007736017000025/exhibit43fifthsupplemental.htm)] | | | | | | [removed: Seventh] [added: Fifth] Supplemental Indenture, dated as of May 26, 2017, among Pentair Finance S.A., Pentair plc, Pentair Investments Switzerland GmbH and [removed: Wells Fargo Bank,] [added: U.S. Bank] National [removed: Association] [added: Association,] as trustee (Incorporated by reference to Exhibit [removed: 4.1] [added: 4.3] to the Current Report on Form 8-K of Pentair plc filed with the Commission on May 31, 2017 (File No. 001-11625)). | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/77360/000110465911027276/a11-10890_9ex4d2.htm)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex44.htm)] | | | | | | [removed: First] [added: Third] Supplemental Indenture, dated as of [removed: May 9, 2011,] [added: September 16, 2015,] among [removed: Pentair, Inc., the guarantors named therein] [added: Pentair Finance S.A. (as Issuer), Pentair plc (as Parent] and [removed: Wells Fargo Bank,] [added: Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank] National Association [added: (as Trustee)] (Incorporated by reference to Exhibit [removed: 4.2 in] [added: 4.4 to] the Current Report on Form 8-K of [removed: Pentair, Inc.] [added: Pentair plc] filed with the Commission on [removed: May 9, 2011] [added: September 16, 2015] (File No. [removed: 000-04689)).] [added: 001-11625)).] | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/77360/000119312512411468/d417892dex41.htm)] [added: [4.11](http://www.sec.gov/Archives/edgar/data/77360/000007736020000031/exhibit41eighthsupplem.htm)] | | | | | | [removed: Third] [added: Eighth] Supplemental Indenture, dated [removed: October 1, 2012,] [added: as of June 22, 2020,] among Pentair [removed: Ltd., Pentair, Inc.] [added: Finance S.à r.l. (as Issuer), Pentair plc (as Successor Parent Guarantor), Pentair Investments Switzerland GmbH (as Guarantor)] and Wells Fargo [removed: Bank,] [added: Bank] National [removed: Association, as trustee] [added: Association (as Trustee)] (Incorporated by reference to Exhibit 4.1 [removed: in] [added: to] the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] of Pentair [removed: Ltd.] [added: plc] filed with the Commission on [removed: October 1, 2012] [added: July 23, 2020] (File No. 001-11625)). | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/77360/000119312512506767/d456536dex42.htm)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/77360/000110465919037009/a19-10746_8ex4d2.htm)] | | | | | | [removed: Fourth] [added: Sixth] Supplemental Indenture, dated as of [removed: December 17, 2012,] [added: June 21, 2019,] among [removed: Pentair, Inc.] [added: Pentair Finance S.à r.l.] (as Issuer), Pentair [removed: Ltd.] [added: plc] (as [added: Parent and Guarantor), Pentair Investments Switzerland GmbH (as] Guarantor) and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association (as Trustee) (Incorporated by reference to Exhibit 4.2 [removed: in] [added: to] the Current Report on Form 8-K of Pentair [removed: Ltd.] [added: plc] filed with the Commission on [removed: December 18, 2012] [added: June 21, 2019] (File No. 001-11625)). | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/77360/000119312514206241/d728966dex42.htm)] [added: [4.10](http://www.sec.gov/Archives/edgar/data/77360/000007736020000031/exhibit42seventhsupple.htm)] | | | | | | [removed: Fifth] [added: Seventh] Supplemental Indenture, dated as of [removed: May 20, 2014,] [added: June 22, 2020,] among [removed: Pentair, Inc.,] Pentair [removed: Ltd.,] [added: Finance S.à r.l. (as Issuer),] Pentair [added: plc (as Parent and Guarantor), Pentair] Investments Switzerland [removed: GmbH, Pentair plc] [added: GmbH (as Guarantor)] and [removed: Wells Fargo Bank,] [added: U.S. Bank] National [removed: Association, as trustee] [added: Association (as Trustee)] (Incorporated by reference to Exhibit 4.2 [removed: in] [added: to] the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] of Pentair plc filed with the Commission on [removed: May 20, 2014] [added: July 23, 2020] (File No. 001-11625)). | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/77360/000007736017000025/exhibit42sixthsupplemental.htm)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex41.htm)] | | | | | | [removed: Sixth Supplemental] Indenture, dated as of [removed: May 26, 2017,] [added: September 16, 2015,] among [removed: Pentair, Inc.,] Pentair [removed: plc,] [added: Finance S.A. (as Issuer),] Pentair [added: plc (as Parent and Guarantor), Pentair] Investments Switzerland GmbH [added: (as Guarantor)] and [removed: Wells Fargo Bank,] [added: U.S. Bank] National [removed: Association, as trustee] [added: Association (as Trustee)] (Incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the Current Report on Form 8-K of Pentair plc filed with the Commission on [removed: May 31, 2017] [added: September 16, 2015] (File No. 001-11625)). | | |

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/77360/000007736018000018/exhibit41.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/77360/000110465921151404/tm2135751d1_ex4-1.htm)] | | | | | | [added: Amended and Restated] Credit Agreement, dated as of [removed: April 25, 2018,] [added: December 16, 2021,] among Pentair plc, Pentair [removed: Investments Switzerland GmbH, Pentair] Finance S.à r.l., Pentair, Inc. and the lenders and agents party thereto (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Pentair plc filed with the Commission on [removed: April 30, 2018)] [added: December 20, 2021] (File No. 001-11625)). | | |

| [removed: [4.13](http://www.sec.gov/Archives/edgar/data/77360/000110465919070581/tm1924589d1_ex4-1.htm)] [added: [10.16](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1016.htm)] | | | | | | [removed: Amendment No. 1, dated as] [added: Form] of [removed: December 2, 2019, to Credit Agreement, dated as] [added: Indemnification Agreement for directors and executive officers] of [removed: April 15, 2018, among] Pentair [removed: plc, Pentair Investments Switzerland GmbH, Pentair Finance S.à r.l., Pentair, Inc. and the lenders and agents party thereto] [added: plc] (Incorporated by reference to Exhibit [removed: 4.1 to] [added: 10.16 in] the Current Report on Form 8-K of Pentair plc filed with the Commission on [removed: December 6, 2019)] [added: June 3, 2014] (File No. [removed: 001-11625)).] [added: 001-11625)).*] | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex41.htm)[4](http://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex41.htm)] [added: [10.15](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1015.htm)] | | | | | | [removed: Indenture, dated as] [added: Form] of [removed: September 16, 2015, among Pentair Finance S.A. (as Issuer), Pentair plc (as Parent] [added: Deed of Indemnification for directors] and [removed: Guarantor),] [added: executive officers of] Pentair [removed: Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee)] [added: plc] (Incorporated by reference to Exhibit [removed: 4.1 to] [added: 10.15 in] the Current Report on Form 8-K of Pentair plc filed with the Commission on [removed: September 16, 2015] [added: June 3, 2014] (File No. [removed: 001-11625)).] [added: 001-11625)).*] | | |

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/77360/000007736017000025/exhibit43fifthsupplemental.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1013.htm)] | | | | | | [removed: Fifth] [added: Pentair, Inc.] Supplemental [removed: Indenture, dated] [added: Executive Retirement Plan effective January 1, 2009,] as [removed: of May 26, 2017, among Pentair Finance S.A., Pentair plc, Pentair Investments Switzerland GmbH] [added: amended] and [removed: U.S. Bank National Association, as trustee] [added: restated] (Incorporated by reference to Exhibit [removed: 4.3 to] [added: 10.13 in] the Current Report on Form 8-K of Pentair plc filed with the Commission on [removed: May 31, 2017] [added: June 3, 2014] (File No. [removed: 001-11625)).] [added: 001-11625)).*] | | |

| [removed: [4.20](https://www.sec.gov/Archives/edgar/data/77360/000007736021000005/exhibit420.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/77360/000007736022000006/exhibit412.htm)] | | | | | | Description of Securities. | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/77360/000007736017000008/ex1092008omnibusstockincen.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/77360/000007736021000005/exhibit1011.htm)] | | | | | | Pentair plc [removed: 2008 Omnibus] [added: Employee] Stock [removed: Incentive] [added: Purchase and Bonus] Plan, as amended and restated effective as of January 1, [removed: 2017] [added: 2021.] (Incorporated by reference to Exhibit [removed: 10.9] [added: 10.11] to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, [removed: 2016] [added: 2020] (File No. 001-11625)).* | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/77360/000119312512411468/d417892dex1012.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/77360/000119312512411468/d417892dex1012.htm)] | | | | | | Form of Assignment and Assumption Agreement, among Pentair, Inc., Pentair Ltd. and the executive officers of Pentair Ltd. relating to Key Executive Employment and Severance Agreement (Incorporated by reference to Exhibit 10.12 in the Current Report on Form 8-K of Pentair Ltd. filed with the Commission on October 1, 2012 (File No. 001-11625)).* | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10120180630.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10120180630.htm)] | | | | | | Form of Key Executive Employment and Severance Agreement for John L. Stauch (Incorporated by reference to Exhibit 10.1 in the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended June 30, 2018 (File No. 001-11625)).* | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10220180630.htm)] [added: [10.7](http://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10320180630.htm)] | | | | | | Form of Key Executive Employment and Severance Agreement for [removed: John H. Jacko] [added: Karla C. Robertson, Philip M. Rolchigo, Robert P. Fishman, Jerome O. Pedretti, Mario R. D’Ovidio and Stephen J. Pilla] (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] in the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended June 30, 2018 (File No. 001-11625)).* | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10320180630.htm)] [added: [10.30](https://www.sec.gov/Archives/edgar/data/77360/000007736021000005/exhibit1032.htm)] | | | | | | [removed: Form of] [added: Amendment to] Key Executive Employment and Severance [removed: Agreement] [added: Agreement, as of January 1, 2021,] for [added: John L. Stauch,] Karla C. Robertson, [removed: Kelly A. Baker,] Philip M. Rolchigo, Robert P. Fishman, Jerome O. Pedretti, Mario R. D’Ovidio and Stephen J. Pilla (Incorporated by reference to Exhibit [removed: 10.3 in] [added: 10.32 to] the [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] of Pentair plc for the [removed: quarter] [added: year] ended [removed: June 30, 2018] [added: December 31, 2020] (File No. 001-11625)).* | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex106.htm)] [added: [10.9](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex106.htm)] | | | | | | Pentair plc Compensation Plan for Non-Employee Directors, as amended and restated (Incorporated by reference to Exhibit 10.6 in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).* | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/77360/000007736019000006/ex1017non-qualifieddeferre.htm)] [added: [10.11](http://www.sec.gov/Archives/edgar/data/77360/000007736019000006/ex1017non-qualifieddeferre.htm)] | | | | | | Pentair, Inc. Non-Qualified Deferred Compensation Plan, as amended and restated (Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2018 (File No. 001-11625)).* | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/77360/0000077360-96-000028.txt)] [added: [10.12](http://www.sec.gov/Archives/edgar/data/77360/0000077360-96-000028.txt)] | | | | | | Trust Agreement for Pentair, Inc. Non-Qualified Deferred Compensation Plan between Pentair, Inc. and Fidelity Management Trust Company (Incorporated by reference to Exhibit 10.18 contained in the Annual Report on Form 10-K of Pentair, Inc. for the year ended December 31, 1995 (File No. 000-04689)).* | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1013.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1014.htm)] | | | | | | Pentair, Inc. [removed: Supplemental Executive Retirement] [added: Restoration] Plan effective January 1, 2009, as amended and restated (Incorporated by reference to Exhibit [removed: 10.13] [added: 10.14] in the Current Report on Form 8-K of Pentair plc filed with the Commission on June 3, 2014 (File No. 001-11625)).* | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/77360/000119312514223285/d738414dex1015.htm)] [added: [22](https://www.sec.gov/Archives/edgar/data/77360/000007736021000025/ex22guarantorsubsidiariesq.htm)] | | | | | | [removed: Form of Deed] [added: List] of [removed: Indemnification for directors] [added: Guarantors] and [removed: executive officers] [added: Subsidiary Issuers] of [removed: Pentair plc] [added: Guaranteed Securities.] (Incorporated by reference to Exhibit [removed: 10.15 in] [added: 22 to] the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] of Pentair plc [removed: filed with] [added: for] the [removed: Commission on] [added: quarter ended] June [removed: 3, 2014] [added: 30, 2021] (File No. [removed: 001-11625)).*] [added: 001-11625)).] | | |