Pentair (PNR) 10-K risk factor changes: FY2022 vs FY2021

The severity, magnitude and duration of the current COVID-19 pandemic [removed: is] [added: remains] uncertain, rapidly changing and hard to predict.

In [added: 2022,] 2021 and 2020, the COVID-19 pandemic significantly impacted economic activity and markets around the world and our business, and it may negatively impact our business in numerous ways, including but not limited to those outlined below:

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

[removed: In addition to existing travel restrictions, jurisdictions may continue to close borders, impose increased vaccine or testing requirements, prolong quarantines and further restrict travel and business activity, and other] [added: These actions could cause] related supply chain [removed: delays may develop,] [added: delays,] which could significantly impact our ability to support our operations and customers, meet demand, develop new products, ship our [removed: backlog and also] [added: backlog,] 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.

[removed: Due to the speed with which] [added: There still remains much uncertainty around] the COVID-19 [removed: situation continues to develop, the global breadth of its spread and the range of governmental] [added: pandemic] and [removed: community reactions thereto, there is uncertainty around] its [removed: duration and] [added: duration,] severity and ultimate [removed: impact, actions taken by parties other than us to respond to the pandemic and the impact of virus variants and the effectiveness of vaccines to address the COVID-19 virus and variants;] [added: impact;] 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.

The foregoing and other impacts of the COVID-19 pandemic could have the effect of heightening many of the other risks described [removed: below] [added: herein] and any of these impacts could materially adversely affect our business, financial condition, results of operations and cash flows.

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

[removed: Such] [added: However, such] demand [removed: may not be sustainable] [added: in our pool] and [added: other residential businesses declined during 2022 and] may not be repeated in future periods.

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, [added: global supply chain stability,] unemployment rates, availability of consumer and commercial financing, interest rates, inflation rates, and energy and commodity prices.

Customer purchasing behavior may also shift by product mix in the market or result in a shift to new distribution [removed: channels, including e-commerce, which is a rapidly developing area.][added: channels.]

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 [removed: forced] [added: unable] to [removed: change prices] [added: maintain our desired pricing] or [added: forced] 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.

During [removed: 2021, 2020] [added: 2022] and [removed: 2019,] [added: 2021,] we initiated and continued execution of certain business initiatives aimed at reducing our fixed cost structure and realigning our business.

During [added: 2022 and] 2021, we experienced inflationary cost increases of raw materials, such as metals, resins and electronics (including drives and motors), as well as increases in [removed: logistics] [added: logistics, energy, insurance] and labor [removed: costs,] [added: costs (including wages, pension] and [added: health care), and] we expect inflationary cost increases to continue in [removed: 2022.][added: 2023.]

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

We continue to implement operational initiatives [removed: in order] to mitigate the impacts of [removed: this] inflation and continuously reduce our costs.

During [added: 2022 and] 2021, we experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high [removed: demand.][added: demand for these materials.]

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 [removed: 2022.][added: 2023.]

Any material interruption in our supply chain, such as material interruption of the supply of raw materials and components due to the casualty loss of any of our manufacturing [removed: plants,] [added: plants;] interruptions in service by our third-party logistic service providers or common carriers that ship goods within our distribution [removed: channels,] [added: channels;] unexpected delays in shipping or processing through customs of [removed: goods,] [added: goods;] trade restrictions, such as increased tariffs or quotas, embargoes or customs [removed: restrictions,] [added: restrictions;] or other unexpected or uncontrollable events that cause a material interruption in our supply chain such as [removed: pandemics,] [added: pandemics (including COVID-19);] social or labor [removed: unrest,] [added: unrest;] natural disasters or political disputes and military [removed: conflicts,] [added: conflicts;] could negatively affect our ability to produce or deliver our products and have a negative material impact on our business and our profitability.

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

Sales outside of the U.S. for the year ended December 31, [removed: 2021] [added: 2022] accounted for [removed: 32%] [added: 29%] of our net sales.

- the possibility of [added: military conflicts or] terrorist action affecting [removed: us] [added: us, our operations, supply chains] or our [removed: operations;][added: end-markets;]

A trade war; other governmental action related to tariffs or international trade 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, have operations [removed: 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.]

Patents, non-compete agreements, proprietary technologies, customer relationships, trademarks, trade [removed: names] [added: names,] and brand names are important to our business.

Intellectual property [removed: protection,] [added: protections,] however, may not preclude competitors from developing products similar to [removed: ours] [added: ours,] or from challenging our names or products.

Our pending [removed: patent applications, and our pending copyright] [added: patent, copyright,] and trademark registration applications, may not be [removed: allowed,] [added: accepted,] or competitors may challenge the validity or scope of our patents, copyrights or trademarks.

As of December 31, [removed: 2021] [added: 2022,] our goodwill and intangible assets were [removed: $2,933] [added: $4,347.2] million and represented [removed: 62%] [added: 67%] of our total assets.

Our net sales to our largest customer represented approximately 20% of our consolidated net sales in [removed: 2021.][added: 2022.]

While we do not have any other customers that accounted for [removed: 10% or] more [added: than 10%] of our consolidated net sales in [removed: 2021,] [added: 2022,] we have other customers that are key to the success of our business.

In addition, our customers may cancel orders for purchases of our products or may not order products at rates consistent with past order [removed: levels.][added: levels, including due to inventory rebalancing or corrections in channels.]

If operations at any of our manufacturing facilities or those of our suppliers were to be disrupted as a result of significant equipment failures, natural disasters, earthquakes, power outages, fires, explosions, terrorism, [added: military conflicts, cybersecurity attacks,] adverse weather conditions, labor disputes, public health epidemics (including the COVID-19 pandemic) or other catastrophic events or disruptions outside of our control, we may be unable to fill customer orders and otherwise meet customer demand for our products.

[removed: In addition, these] [added: These] types of events may negatively impact residential, commercial and industrial spending in impacted regions or, depending on the severity, [removed: globally.][added: global spending.]

[removed: While historically we have attempted to mitigate] the [removed: magnitude of the sales spike in the] pool business and in the businesses within the Industrial & Flow Technologies segment by employing some advance sale “early buy” programs (generally including extended payment terms and/or additional discounts), we cannot provide any assurance that should we use such programs in the future they will be successful.

[removed: Our ability to] meet the financial covenants may be affected by events beyond our control, and we cannot provide assurance that we will meet those tests.

However, debt or equity financing may not be available to us on acceptable terms, [removed: if] [added: or] at all.

[removed: Our leverage could have] [added: business and result in] a material adverse effect on our [added: reputation,] business, financial [removed: condition or] [added: condition,] results of [removed: operations.][added: operations and cash flows.]

Our ability to make payments [added: of principal and interest] on and to refinance our indebtedness, including our existing debt as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales.

Our ability to generate cash is subject to general [removed: economic,] [added: economic conditions and] financial, [removed: competitive, legislative, regulatory] [added: business] and other factors [removed: that] [added: affecting our operations, many of which] are beyond our control.

We operate in many parts of the world that are recognized as having governmental and commercial corruption [removed: and] [added: and,] in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices.

Violations of these laws may require self-disclosure to government agencies and result in criminal or civil sanctions, which could disrupt our [removed: business and result in a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.]

We are subject to U.S. federal, state, local and non-U.S. laws and regulations governing [removed: our environmental practices, public] [added: protection of the environment] and worker health and [removed: safety, and the indoor and outdoor environment.][added: safety.]

Recessions, economic downturns, inflation, slowing economic growth and social and political instability in the industries and/or markets where we compete could negatively affect our revenues and financial performance in future periods, result in future restructuring charges, and adversely impact our ability to grow or sustain our business.

For example, current macroeconomic and political instability caused by global supply chain disruptions, inflation, the strengthening of the U.S. dollar and the conflict between Russia and Ukraine, have and could continue to adversely impact our results of operations.

In addition to existing travel restrictions, jurisdictions may continue to close borders, impose increased vaccine or testing requirements, prolong quarantines and further restrict travel and business activity.

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.

While historically we have attempted to mitigate the magnitude of the sales spikes in

Sales outside of the U.S. for the year ended December 31, 2022 accounted for 29% of our net sales.

During 2022, we experienced a reduction in revenue and profits as a result of the significant strengthening of the U.S. dollar against foreign currencies.

Increased leverage may harm our business, financial condition and results of operations.

As of December 31, 2022, we had $2,339.3 million of total debt outstanding on a consolidated basis.

Our indebtedness increased materially in connection with our acquisition of Manitowoc Ice, which we funded with approximately $1.6 billion of new indebtedness.

We and our subsidiaries may incur additional indebtedness in the future, subject to restrictions in our debt agreements.

Our increased level of indebtedness and any future increases in our level of indebtedness may have important effects on our future operations, including, without limitation:

- we will have additional cash requirements in order to support the payment of interest on our outstanding indebtedness;

- increases in our outstanding indebtedness and leverage may increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;

- our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be reduced;

- our flexibility in planning for, or reacting to, changes in our business and our industry may be reduced; and

- our flexibility to make acquisitions and develop technology may be limited.

If we are unable to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, we may be required, among other things:

- to seek additional financing in the debt or equity markets;

- to refinance or restructure all or a portion of our indebtedness;

- to sell selected assets or businesses; or

- to reduce or delay planned capital or operating expenditures.

Such measures might not be sufficient to enable us to service our debt and meet our other cash requirements.

In addition, any such financing, refinancing or sale of assets might not be available at all or on economically favorable terms.

Our ability to

As of December 31, 2022, we had $2,339.3 million of total debt outstanding on a consolidated basis.

In addition, while most of

Over time, the uninsured portion of our asbestos docket may increase, which may require us to set greater reserves to resolve future asbestos cases.

These and other existing or potential international initiatives and regulations could affect our international operations.

The laws and regulations regarding ESG disclosures and requirements are rapidly evolving and could have an adverse effect on our operations and the costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs.

In addition, as a leading provider of water treatment solutions, our business strategy includes positioning our products and services as sustainable solutions.

We may not be able to achieve such targets or our desired impact, and any future investments we make in furtherance of achieving such targets and strategy may not meet investor expectations or standards regarding sustainability performance.

Moreover, we may determine that it is in the best interest of our company and our shareholders to prioritize other business, social, governance or sustainable investments over the achievement of our current targets based on economic, regulatory and social factors, business strategy or pressure from investors or other stakeholders.

Furthermore, we could be criticized for the accuracy or completeness of the disclosure of our ESG initiatives.

If we are unable to meet our targets or successfully implement our strategy or our ESG reporting is inaccurate or incomplete, then we could suffer from reputational damage and incur adverse reaction from investors and other stakeholders, which could adversely impact the perception of our brand and our

products and services by current and potential investors and customers, which could in turn adversely impact our business, results of operations, or financial condition.

Insurance coverage is not available for some of our claims and may be disputed by carriers in others.

- 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.

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.

These measures also may impact our ability to meet production demands or requests and may delay our new product introductions depending on employee attendance or ability to continue to work.

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

- The impacts of the COVID-19 pandemic may limit our ability to reduce our overall operating costs.

We have experienced increased costs relating to our efforts to mitigate the impact of the COVID-19 pandemic through, among other things, our continued measures taken to protect our employees’ health and well-being.

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

- While we have experienced high demand in our pool business as consumers have spent more time at home as a result of the COVID-19 pandemic that contributed to growth in our sales during 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 supply, production, capacity, and/or labor challenges.

- Disruptions or uncertainties related to the COVID-19 pandemic for a sustained period of time could result in delays or modifications to some of our strategic plans and initiatives and hinder our ability to achieve our growth targets.

- Actions we have taken or may take, or decisions we have made or may make, as a consequence of the COVID-19 pandemic, may result in legal investigations or claims, regulatory actions, or litigation against us.

Our focus on consumer solutions for residential and commercial water treatment as a strategic priority exposes us to certain risks that could have a material adverse impact on our revenue and profitability as well as our reputation.

As we introduce residential and commercial water treatment solutions, we may have limited experience in markets we choose to enter, and our customers may not like our value propositions.

New initiatives we test through trials and pilots may not scale or grow effectively or as we expected, which could limit our growth and negatively affect our operating results.

Designing, marketing and executing these solutions is subject to incremental risks.

These risks include, for example:

- increased labor expense to fulfill our customer promises, which may be higher than the related revenue;

- the requirement to recruit, train and retain qualified personnel;

- increased risk of errors or omissions in the sales or fulfillment of solutions or services;

- unpredictable extended warranty failure rates and related expenses;

- employees in transit using company vehicles to visit customer locations and employees being present in customer homes, which may increase our scope of liability;

- the potential for increased scope of liability relating to our consumer products, services and solutions and related business model, including increased exposure to consumer lawsuits and enforcement actions by governmental authorities;

- 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;

- the engagement of third parties to assist with sales, installation or servicing of our products and solutions, and the potential responsibility for the actions they take; and

- increased risk of non-compliance with new laws and regulations applicable to these solutions.

These expanded risks increase the complexity of our business and place significant responsibility on our management, employees, operations, systems, technical expertise, financial resources, and internal controls and compliance functions.

As of December 31, 2021, we had $894.1 million of total debt outstanding.

If we are not able to repay or refinance our debt as it becomes due, we may be forced to sell assets or take other disadvantageous actions, including (i) reducing financing in the future for working capital, capital expenditures and general corporate purposes or (ii) dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness.

The lenders who hold such debt could also accelerate amounts due, which could potentially trigger a default or acceleration of any of our other debt.

Because many of our customers and end users are involved in infrastructure construction and energy production, they are often subject to increased regulations and scrutiny by regulators.

It is possible that we may not be able to achieve such targets or our desired impact, which may cause us to suffer from reputational damage or our business or financial condition could be adversely affected.

Regulation (the “GDPR”) in the European Union, are more stringent than federal regulations in the United States.

The applicability of these laws to our business has increased due to our focus on expanding business-to-consumer and e-commerce offerings.

We also may not have insurance that covers such claims.

U.K., as amended by the MLI, the residence tie-breaker provides that a company will remain dual resident unless there is a determination otherwise by the tax authorities of the two contracting states.

spouses are exempt from CAT.

All statements, other than statements of historical [removed: fact] [added: fact,] are forward-looking statements.

These factors include the overall [removed: impact of the COVID-19 pandemic on our business; the duration and severity of the COVID-19 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 impacts of the COVID-19 pandemic on the] global [removed: economy, our workforce, customers and suppliers, and customer demand; overall global] economic and business conditions impacting our business, including the strength of housing and related [removed: markets;] [added: markets and conditions relating to the conflict between Russia and Ukraine and related sanctions;] supply, demand, logistics, competition and pricing pressures related to and in the markets we serve; [added: the ability to achieve the benefits of our restructuring plans, cost reduction initiatives and transformation program; the impact of raw material, logistics and labor costs and other inflation;] 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; [removed: the ability to achieve the benefits of our restructuring plans, cost reduction initiatives and transformation program;] risks associated with operating foreign businesses; the impact of [removed: raw material, logistics and 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 and ESG goals.

Pentair plc and its consolidated subsidiaries (“we,” “us,” “our,” “Pentair” or the “Company”) is a pure play water industrial manufacturing company [added: and in 2022 we were] comprised of two reporting segments: Consumer Solutions and Industrial & Flow Technologies.

For the year ended December 31, [removed: 2021,] [added: 2022,] the Consumer Solutions and Industrial & Flow Technologies segments represented approximately [removed: 62%] [added: 64%] and [removed: 38%] [added: 36%] of total revenues, respectively.

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

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 [removed: [Part] [added: Part] I—ITEM 1A, “Risk [removed: Factors,”](#i63e363a30f874a83a137ffe5c125d04e_16)] [added: Factors,”] included herein.

[removed: During] [added: - In] 2021, we [added: created a transformation office and] launched and committed resources to [removed: a program] [added: the Transformation Program] designed to accelerate growth and drive margin expansion [removed: through transformation across our businesses to elevate our capabilities, reduce] [added: by driving operational excellence, reducing] complexity and [removed: streamline] [added: streamlining] our [removed: processes (the “Transformation Program”).][added: processes.]

The following trends and uncertainties affected our financial performance in [removed: 2021,] [added: 2022,] and are reasonably likely to impact our results in the future:

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

The broader implications of the COVID-19 pandemic 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, 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 [added: and distribution] capacity, as well as the impact of governmental regulations imposed in response to the pandemic.

- We executed certain business restructuring initiatives [removed: 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: 2022] [added: 2023] and to drive margin growth.

We expect to [removed: implement] [added: continue to execute on our key] Transformation Program initiatives [added: to drive margin expansion] and [added: expect to continue to] incur transformation costs in [removed: 2022] [added: 2023] and beyond.

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 [removed: 2022,] [added: 2023,] and which may continue thereafter and could negatively impact our results of operations.

- We experienced inflationary increases [added: in costs] of raw materials such as metals, resins and electronics (including drives and motors), as well as increases in [removed: logistics] [added: logistics, transportation] 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 [removed: 2022,] [added: 2023,] and which may continue thereafter and could negatively impact our results of operations.

In [removed: 2022,] [added: 2023,] our operating objectives [removed: remain to] focus on delivering our core [removed: while continuing to build out] [added: and building] our future.

- [removed: Continued] [added: Continuing to] focus on capital allocation through:

[removed: ◦Commitment] [added: ◦Committing] to maintain our investment grade rating;

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

[removed: ◦Supplement] [added: ◦Accelerating] our [removed: business] [added: performance] with strategically-aligned mergers and [removed: acquisitions.][added: acquisitions;]

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

- [removed: Implementation of] [added: Continuing to implement our] Transformation Program initiatives that will drive operational excellence, reduce complexity and improve our organizational structure; and

| *In millions* | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs [removed: 2020] [added: 2021] | | | [removed: 2020] [added: 2021] vs [removed: 2019] [added: 2020] | | |

| Net sales | | | $ | [removed: 3,764.8] [added: 4,121.8] | | $ | [removed: 3,017.8] [added: 3,764.8] | | $ | [removed: 2,957.2] [added: 3,017.8] | | | | | [removed: 24.8] [added: 9.5] | | % | [removed: 2.0] [added: 24.8] | | % |

| Cost of goods sold | | | [removed: 2,445.6] [added: 2,757.2] | | | [removed: 1,960.2] [added: 2,445.6] | | | [removed: 1,905.7] [added: 1,960.2] | | | | | | [removed: 24.8] [added: 12.7] | | % | [removed: 2.9] [added: 24.8] | | % |

| Gross profit | | | [removed: 1,319.2] [added: 1,364.6] | | | [removed: 1,057.6] [added: 1,319.2] | | | [removed: 1,051.5] [added: 1,057.6] | | | | | | [removed: 24.7] [added: 3.4] | | % | [removed: 0.6] [added: 24.7] | | % |

| *% of net sales* | | | [removed: *35.0*] [added: *33.1*] | | *%* | *35.0* | | *%* | [removed: *35.6*] [added: *35.0*] | | *%* | | | | [removed: *—*] [added: *(1.9)*] | | *pts* | [removed: *(0.6)*] [added: *—*] | | *pts* |

| Selling, general and administrative | | | [removed: 596.4] [added: 677.1] | | | [removed: 520.5] [added: 596.4] | | | [removed: 540.1] [added: 520.5] | | | | | | [removed: 14.6] [added: 13.5] | | % | [removed: (3.6)] [added: 14.6] | | % |

| *% of net sales* | | | [removed: *15.8*] [added: *16.4*] | | *%* | [removed: *17.2*] [added: *15.8*] | | *%* | [removed: *18.3*] [added: *17.2*] | | *%* | | | | [removed: *(1.4)*] [added: *0.6*] | | *pts* | [removed: *(1.1)*] [added: *(1.4)*] | | *pts* |

| Research and development | | | [removed: 85.9] [added: 92.2] | | | [removed: 75.7] [added: 85.9] | | | [removed: 78.9] [added: 75.7] | | | | | | [removed: 13.5] [added: 7.3] | | % | [removed: (4.1)] [added: 13.5] | | % |

| *% of net sales* | | | [removed: *2.3*] [added: *2.2*] | | *%* | [removed: *2.5*] [added: *2.3*] | | *%* | [removed: *2.7*] [added: *2.5*] | | *%* | | | | [removed: *(0.2)*] [added: *(0.1)*] | | *pts* | *(0.2)* | | *pts* |

| Operating income | | | [removed: 636.9] [added: 595.3] | | | [removed: 461.4] [added: 636.9] | | | [removed: 432.5] [added: 461.4] | | | | | | [removed: 38.0] [added: (6.5)] | | % | [removed: 6.7] [added: 38.0] | | % |

| *% of net sales* | | | [removed: *16.9*] [added: *14.4*] | | *%* | [removed: *15.3*] [added: *16.9*] | | *%* | [removed: *14.6*] [added: *15.3*] | | *%* | | | | [removed: *1.6*] [added: *(2.5)*] | | *pts* | [removed: *0.7*] [added: *1.6*] | | *pts* |

| (Gain) loss on sale of businesses | | | [removed: (1.4)] [added: (0.2)] | | | [removed: 0.1] [added: (1.4)] | | | [removed: (2.2)] [added: 0.1] | | | | | | N.M. | | | N.M. | | |

| Net interest expense | | | [removed: 12.5] [added: 61.8] | | | [removed: 23.9] [added: 12.5] | | | [removed: 30.1] [added: 23.9] | | | | | | [removed: (47.7)] [added: N.M.] | | [removed: %] | [removed: (20.6)] [added: (47.7)] | | % |

| Other (income) expense | | | [removed: (1.0)] [added: (16.9)] | | | [removed: 5.3] [added: (1.0)] | | | [removed: (2.9)] [added: 5.3] | | | | | | N.M. | | | N.M. | | |

| Income from continuing operations before income taxes | | | [removed: 626.8] [added: 550.6] | | | [removed: 432.1] [added: 626.8] | | | [removed: 407.5] [added: 432.1] | | | | | | [removed: 45.1] [added: (12.2)] | | % | [removed: 6.0] [added: 45.1] | | % |

| Provision for income taxes | | | [removed: 70.8] [added: 67.4] | | | [removed: 75.0] [added: 70.8] | | | [removed: 45.8] [added: 75.0] | | | | | | [removed: (5.6)] [added: (4.8)] | | % | [removed: 63.8] [added: (5.6)] | | % |

| *Effective tax rate* | | | [removed: *11.3*] [added: *12.2*] | | *%* | [removed: *17.4*] [added: *11.3*] | | *%* | [removed: *11.2*] [added: *17.4*] | | *%* | | | | [removed: *(6.1)*] [added: *0.9*] | | *pts* | [removed: *6.2*] [added: *(6.1)*] | | *pts* |

Effective January 1, 2023, we reorganized our segments, going from two segments to three, with the three reorganized segments reflecting how we expect to manage our business in 2023.

As a result of this segment change, the Consumer Solutions segment was divided into a Pool segment and a Water Solutions segment.

Our new Water Solutions segment includes Manitowoc Ice.

The Industrial & Flow Technologies segment remains the same.

The discussions below reporting on prior periods reflect the previous segmentation, but the descriptions of our businesses below continue to apply in their re-segmented form.

Additional information regarding this re-segmentation is found under the section titled “New Segmentation” in ITEM 1 of this Form 10-K.

On July 28, 2022, as part of our Consumer Solutions reporting segment, we acquired the issued and outstanding equity securities of certain subsidiaries of Welbilt, Inc. (“Welbilt”) and certain other assets, rights, and properties, and assumed certain liabilities, comprising Welbilt’s Manitowoc Ice business (“Manitowoc Ice”), for approximately $1.6 billion in cash.

During 2022, we made strategic progress on our Transformation Program initiatives with a primary focus on two of our four key themes of pricing excellence and strategic sourcing and built capabilities across all themes, including the other two of operations excellence and organizational effectiveness.

- We experienced increased inventory levels in order to support market demand and reflect ongoing supply chain challenges.

In the second half of 2022, we began to see inventory correcting within our residential distributor channels, which we expect to result in moderated volumes for the next few quarters as channel inventories normalize to more historical levels and could negatively impact our results of operations.

*•*Our backlog, primarily in our Consumer Solutions segment, decreased compared to the backlog at the end of 2021.

Shipments outpaced new orders during the period as customers balanced the need to place new orders with market demand and channel inventory levels.

This downward trend may continue in 2023 as we expect backlog to return to more historical levels and lead times to improve.

- The ongoing effects of the COVID-19 pandemic continue to impact global economic conditions.

- Delivering profitable revenue growth and productivity for customers and shareholders;

◦Focusing on reducing our long-term debt;

- increased sales from the acquisitions of Manitowoc Ice, Pleatco Holdings, LLC (“Pleatco”), and Ken’s Beverage, Inc (“KBI”) completed in the third quarter of 2022, fourth quarter of 2021 and second quarter of 2021, respectively;

- sales volume increase in our commercial water solutions business within our Consumer Solutions segment.

- decreased productivity in our Consumer Solutions pool and residential water treatment businesses due to decreased sales volumes;

- decreased productivity in our Industrial & Flow Technologies segment as a result of supply chain and plant inefficiencies;

- inventory impairments and write-offs and certain accruals of $19.6 million recorded as part of exiting businesses in our Consumer Solutions segment;

- amortization of inventory fair market value step-up of $5.8 million as a result of the Manitowoc Ice acquisition; and

- charges of $4.7 million recorded in 2022 for the write-off of inventory and costs related to contracts and orders that we will no longer fulfill in light of our exit of business activity and sales in Russia.

*•*identifiable intangible asset amortization expense of $28.6 million related to the addition of Manitowoc Ice’s definite-lived intangible assets in 2022;

*•*deal-related costs and expenses of $22.2 million in 2022, compared to $7.9 million in 2021;

- higher employee incentive expense in 2021 compared to 2022 as a result of stronger financial performance in 2021 than initially forecasted.

- increased debt due to the acquisition of Manitowoc Ice;

*•*increased variable interest rates in 2022 compared to the prior year; and

- the amortization of debt issuance costs of $9.0 million in 2022 related to financing commitments for a bridge loan facility established in connection with the definitive agreement to purchase Manitowoc Ice.

- the impact of favorable discrete items in 2021 that did not occur in 2022.

- increased sales volume in our commercial water solutions business in 2022 compared to the prior year.

*The increase was partially offset by:*

*•*decreased sales volume in our pool and residential water treatment businesses in 2022 compared to the prior year; and

| | | | 2022 | | | 2021 | | |

- decreased productivity in our pool and residential water treatment businesses due to decreased sales volume.

- the income of the Manitowoc Ice business that was acquired in the third quarter of 2022.

| | | | 2022 vs 2021 | | | 2021 vs 2020 | | |

- increased sales volume in our industrial solutions business in 2022 due to continued recovery in our project sales.

*This* *increase was partially offset by:*

*•*decreased sales volume in our residential and irrigation flow businesses in 2022 compared to the prior year; and

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.

COVID-19 Pandemic

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.

The COVID-19 pandemic continues to persist throughout the U.S. and the world, with the continued potential for significant impact.

The COVID-19 pandemic has resulted in governments around the world implementing 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, vaccine and mask requirements, and other measures.

In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the economic impacts of the COVID-19 pandemic.

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

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.

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.

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.

See further discussion above under “*COVID-19 Pandemic”* for key trends and uncertainties with regard to the COVID-19 pandemic.

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

- Delivering revenue growth in our core businesses;

- Delivering income and cash by managing price/cost inflation, prioritization of growth investments and addressing the cost structures as necessary;

- 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.

- 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

- strong cash flows in 2021 used to reduce overall debt levels during the year compared to 2020; and

- lower interest rates on outstanding variable rate debt.

Our debt portfolio as of December 31, [removed: 2021,] [added: 2022,] was comprised of debt predominantly denominated in U.S. dollars.

This debt portfolio is comprised of [removed: 56%] [added: 35%] fixed-rate debt and [removed: 44%] [added: 65%] variable-rate debt.

Based on the fixed-rate debt included in our debt portfolio, as of December 31, [removed: 2021,] [added: 2022,] a 100 basis point increase or decrease in interest rates would result in a [removed: $31.2] [added: $50.1] million decrease or [removed: $33.7] [added: $54.3] million increase in fair value, respectively.

Based on the variable-rate debt included in our debt portfolio as of December 31, [removed: 2021,] [added: 2022,] a 100 basis point increase or decrease in interest rates would result in a [removed: $4.0] [added: $15.2] million increase or decrease in interest incurred.

At December 31, [removed: 2021,] [added: 2022,] we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of [removed: $14.7] [added: $9.4] million.

At December 31, [removed: 2021,] [added: 2022,] we had outstanding cross currency swap agreements with a combined notional amount of [removed: $794.4] [added: $746.3] million.

A 10% appreciation [added: or a 10% depreciation] of the U.S. dollar relative to the Euro would result in a [removed: $64.6 million net increase] [added: change] in accumulated other comprehensive [removed: income.][added: income of approximately $55 million.]

However, [removed: these increases and decreases] [added: the change] in other comprehensive income would be offset by decreases or increases in the hedged items on our balance sheet.

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

- Expedite growth and drive margin expansion through our transformation program; [added: and]

The following is a brief description of each of the Company’s [added: 2022] reportable segments and business activities.

Water treatment products and systems include pressure tanks, control valves, activated carbon products, [added: commercial ice machines,] conventional filtration products, and point-of-entry and point-of-use systems.

For the fiscal year ended December 31, [removed: 2021,] [added: 2022,] our pool business comprised [removed: 65%] [added: approximately 60%] of the Consumer Solutions sales.

The pool business is a leader in North American pool equipment, serving [removed: a] [added: an end] market that is primarily replacement.

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

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

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

Customers also include end-users, [removed: consumers] [added: consumers, commercial operators] and original equipment manufacturers.

One customer in the Consumer Solutions’ pool business represented approximately 20% [removed: and 15%] of our consolidated net sales [removed: for 2021] [added: in 2022] and [removed: 2020, respectively.][added: 2021.]

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

Consumer Solutions faces numerous domestic and international competitors, some of which have substantially greater resources directed to the [removed: verticals] [added: vertical markets] in which we compete.

These products and systems serve the global residential, commercial, industrial, agricultural and infrastructure [removed: verticals.][added: vertical markets.]

For the fiscal year ended December 31, [removed: 2021,] [added: 2022,] our residential and irrigation flow businesses comprised [added: approximately] 45% of the Industrial & Flow Technologies sales.

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

The remaining [added: approximately] 30% of sales were from the industrial [removed: filtration] [added: solutions] business, comprised of applications focused on industrial process filtration and sustainable gas.

Industrial & Flow Technologies customers include businesses engaged with end users, and wholesale and retail distribution in the residential, commercial, food & beverage and industrial [removed: verticals.][added: vertical markets.]

Industrial & Flow Technologies faces numerous domestic and international competitors, some of which have substantially greater resources directed to the [removed: verticals] [added: vertical markets] in which we compete.

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

As of December 31, [removed: 2021,] [added: 2022,] we had approximately 11,250 employees worldwide, of which approximately [removed: 57%] [added: 53%] 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; [removed: employee surveys;] and a feedback feature on our employee intranet.

Additionally, our annual talent management process allows employees to build development plans with their leaders to [removed: develop] [added: advance] their careers.

The following sets forth information regarding the diversity of our workforce as of December 31, [removed: 2021:][added: 2022:]

In addition, we promote an inclusive and diverse workplace through: a training called the “The Power of Inclusion”; [removed: business resource groups] [added: Business Resource Groups] led by employees; Pentair’s Code of Business Conduct and Ethics; and an Inclusion and Diversity Hub on our [removed: employee] [added: company’s] intranet.

As a leading provider of water treatment and sustainable solutions and with a foundation of Win Right values, we recognize that the work we do and the products and services we provide [added: help to] improve lives and the environment around the world.

As we progress, we are [removed: committed to] [added: focused on] building on our Win Right values and culture by further contributing to the development of a sustainable and responsible society that we believe will also drive our future growth.

We are [added: also] focused on further integrating our ESG goals throughout our business by creating broad accountability for our social responsibility strategy and creating shared commitments and targets.

Annually, we publish a corporate responsibility report on our ESG [added: and social responsibility] 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.

[removed: In addition, we] [added: We] have established a formal social responsibility program to further advance our social responsibility goals.

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

At Pentair, we help the world sustainably move, improve and enjoy water, life’s most essential resource.

From our residential and commercial water solutions to industrial water management and everything in between, Pentair is focused on creating a better world for people and our planet through smart, sustainable water solutions.

Our vision is to be the world’s most valued sustainable water solutions company for our employees, customers and shareholders.

- Build a high performance growth culture and deliver on our commitments while living our Win Right values.

On July 28, 2022, as part of our Consumer Solutions reporting segment, we acquired the issued and outstanding equity securities of certain subsidiaries of Welbilt, Inc. (“Welbilt”) and certain other assets, rights, and properties, and assumed certain liabilities, comprising Welbilt’s Manitowoc Ice business (“Manitowoc Ice”), for approximately $1.6 billion in cash.

Effective January 1, 2023, we reorganized our segments, going from two segments to three with the three segments being Pool, Water Solutions and Industrial & Flow Technologies.

The discussions below that speak to historical periods refer to the prior segments, while statements about present and future periods refer to the businesses underlying those segments and carry forward with those businesses (including our customers, seasonality and competition) in their re-segmented form.

Additional information regarding this re-segmentation is found below under the section titled “New Segmentation.”

In addition, our water solutions business also provides installation and preventative services for water management solutions for commercial operators.

NEW SEGMENTATION

Effective January 1, 2023, we reorganized our reporting segments to reflect how we are managing our business beginning in 2023.

We believe the new alignment into three segments, Pool, Water Solutions and Industrial & Flow Technologies, will help us accelerate our efforts to improve customer experiences, differentiate our products and drive profitability for our shareholders.

As part of this reorganization, the legacy Consumer Solutions segment was divided into a Pool segment and a Water Solutions segment.

The Industrial & Flow Technologies segment remains the same.

All segment information presented throughout this Annual Report on Form 10-K, with the exception of the table below, was prepared based on the reporting segments in place during 2022.

The below table presents net sales and segment income under the revised reporting segments (Pool, Water Solutions, and Industrial & Flow Technologies) for the years ended December 31, 2022, 2021 and 2020.

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

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

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

| *In millions* | | | 2022 | | | 2021 | | | 2020 | | |

| Net Sales | | | | | | | | | | | |

| Pool | | | $ | 1,632.7 | | $ | 1,572.0 | | $ | 1,123.5 | |

| Water Solutions | | | 986.8 | | | 769.9 | | | 619.4 | | |

| Industrial & Flow Technologies | | | 1,500.8 | | | 1,421.4 | | | 1,273.6 | | |

| Other | | | 1.5 | | | 1.5 | | | 1.3 | | |

| Consolidated | | | $ | 4,121.8 | | $ | 3,764.8 | | $ | 3,017.8 | |

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

| Pool | | | $ | 462.1 | | $ | 452.7 | | $ | 321.4 | |

| Water Solutions | | | 149.0 | | | 101.7 | | | 97.7 | | |

| Industrial & Flow Technologies | | | 242.3 | | | 213.3 | | | 164.6 | | |

| Other | | | (85.7) | | | (81.8) | | | (66.1) | | |

| Consolidated | | | $ | 767.7 | | $ | 685.9 | | $ | 517.6 | |

Supplier capabilities were stressed in 2022 and 2021 compared to previous years as a result of various degrees of supply chain challenges, including reduced labor availability and increased lead times for electronic components and other raw materials due to availability constraints and high demand.

In addition, we periodically conduct employee engagement and culture surveys to gauge the level of engagement and actions needed on culture, engagement and retention.

Our Business Resource Groups have been put into place to help promote a culture of inclusion through employees providing feedback and sponsoring awareness, education and engagement.

| Minorities (1) | | | 40% | | | 25% | | |

| Women (2) | | | 32% | | | 32% | | |

ESG (Environmental, Social and Governance) Activities

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

From our residential and business water solutions, to our sustainable innovations and applications, we deliver smart, sustainable solutions for life.

Our vision is to be the leading residential and commercial water treatment company.

- Utilize Win Right values and the Pentair Integrated Management System (“PIMS”) consisting of lean enterprise, growth and talent management to drive sustained and consistent performance.

Pentair is comprised of two reportable business segments: Consumer Solutions and Industrial & Flow Technologies.

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.

| 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.

ESG Activities

Refer to *“Legal proceedings”* and *“Environmental matters”* within [Note 15 “Commitments and [removed: Contingencies”](#i63e363a30f874a83a137ffe5c125d04e_151),] [added: Contingencies”](#ia8f9ace2b2274a5b845e2804a648606b_154),] 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 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”](#i63e363a30f874a83a137ffe5c125d04e_16)] [added: flows”](#ia8f9ace2b2274a5b845e2804a648606b_16)] related to asbestos matters.

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

[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: $67.49] [added: $45.77] per share as reported on the New York Stock Exchange on June 30, [removed: 2021] [added: 2022] (the last business day of Registrant’s most recently completed second quarter): [removed: $11,084,021,014.][added: $7,452,025,298.]

The number of shares outstanding of Registrant’s only class of common stock on December 31, [removed: 2021] [added: 2022] was [removed: 165,098,847.][added: 164,542,943.]

Parts of the Registrant’s definitive proxy statement for its annual general meeting to be held on May [removed: 17, 2022,] [added: 9, 2023,] 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: 2021][added: 2022]

| ITEM 1. | | | | | | [removed: [Business](#i63e363a30f874a83a137ffe5c125d04e_13)] [added: [Business](#ia8f9ace2b2274a5b845e2804a648606b_13)] | | | | | | [removed: [1](#i63e363a30f874a83a137ffe5c125d04e_13)] [added: [1](#ia8f9ace2b2274a5b845e2804a648606b_13)] | | |

| ITEM 1A. | | | | | | [Risk [removed: Factors](#i63e363a30f874a83a137ffe5c125d04e_16)] [added: Factors](#ia8f9ace2b2274a5b845e2804a648606b_16)] | | | | | | [removed: [5](#i63e363a30f874a83a137ffe5c125d04e_16)] [added: [6](#ia8f9ace2b2274a5b845e2804a648606b_16)] | | |

| ITEM 1B. | | | | | | [Unresolved Staff [removed: Comments](#i63e363a30f874a83a137ffe5c125d04e_19)] [added: Comments](#ia8f9ace2b2274a5b845e2804a648606b_19)] | | | | | | [removed: [17](#i63e363a30f874a83a137ffe5c125d04e_19)] [added: [18](#ia8f9ace2b2274a5b845e2804a648606b_19)] | | |

| ITEM 2. | | | | | | [removed: [Properties](#i63e363a30f874a83a137ffe5c125d04e_22)] [added: [Properties](#ia8f9ace2b2274a5b845e2804a648606b_22)] | | | | | | [removed: [18](#i63e363a30f874a83a137ffe5c125d04e_22)] [added: [18](#ia8f9ace2b2274a5b845e2804a648606b_22)] | | |

| ITEM 3. | | | | | | [Legal [removed: Proceedings](#i63e363a30f874a83a137ffe5c125d04e_25)] [added: Proceedings](#ia8f9ace2b2274a5b845e2804a648606b_25)] | | | | | | [removed: [18](#i63e363a30f874a83a137ffe5c125d04e_25)] [added: [18](#ia8f9ace2b2274a5b845e2804a648606b_25)] | | |

| ITEM 4. | | | | | | [Mine Safety [removed: Disclosures](#i63e363a30f874a83a137ffe5c125d04e_31)] [added: Disclosures](#ia8f9ace2b2274a5b845e2804a648606b_31)] | | | | | | [removed: [18](#i63e363a30f874a83a137ffe5c125d04e_28)] [added: [18](#ia8f9ace2b2274a5b845e2804a648606b_28)] | | |

| ITEM 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i63e363a30f874a83a137ffe5c125d04e_37)] [added: Securities](#ia8f9ace2b2274a5b845e2804a648606b_37)] | | | | | | [removed: [20](#i63e363a30f874a83a137ffe5c125d04e_37)] [added: [20](#ia8f9ace2b2274a5b845e2804a648606b_37)] | | |

| ITEM 6. | | | | | | [removed: [\[Reserved\]](#i63e363a30f874a83a137ffe5c125d04e_1622)] [added: [\[Reserved\]](#ia8f9ace2b2274a5b845e2804a648606b_40)] | | | | | | [removed: [21](#i63e363a30f874a83a137ffe5c125d04e_1622)] [added: [21](#ia8f9ace2b2274a5b845e2804a648606b_40)] | | |

| ITEM 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i63e363a30f874a83a137ffe5c125d04e_43)] [added: Operations](#ia8f9ace2b2274a5b845e2804a648606b_46)] | | | | | | [removed: [22](#i63e363a30f874a83a137ffe5c125d04e_43)] [added: [22](#ia8f9ace2b2274a5b845e2804a648606b_46)] | | |

| ITEM 7A. | | | | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i63e363a30f874a83a137ffe5c125d04e_61)] [added: Risk](#ia8f9ace2b2274a5b845e2804a648606b_64)] | | | | | | [removed: [36](#i63e363a30f874a83a137ffe5c125d04e_61)] [added: [36](#ia8f9ace2b2274a5b845e2804a648606b_64)] | | |

| ITEM 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i63e363a30f874a83a137ffe5c125d04e_64)] [added: Data](#ia8f9ace2b2274a5b845e2804a648606b_67)] | | | | | | [removed: [38](#i63e363a30f874a83a137ffe5c125d04e_64)] [added: [38](#ia8f9ace2b2274a5b845e2804a648606b_67)] | | |

| ITEM 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i63e363a30f874a83a137ffe5c125d04e_157)] [added: Disclosure](#ia8f9ace2b2274a5b845e2804a648606b_160)] | | | | | | [removed: [73](#i63e363a30f874a83a137ffe5c125d04e_157)] [added: [77](#ia8f9ace2b2274a5b845e2804a648606b_160)] | | |

| ITEM 9A. | | | | | | [Controls and [removed: Procedures](#i63e363a30f874a83a137ffe5c125d04e_160)] [added: Procedures](#ia8f9ace2b2274a5b845e2804a648606b_163)] | | | | | | [removed: [73](#i63e363a30f874a83a137ffe5c125d04e_160)] [added: [77](#ia8f9ace2b2274a5b845e2804a648606b_163)] | | |

| ITEM 9B. | | | | | | [Other [removed: Information](#i63e363a30f874a83a137ffe5c125d04e_163)] [added: Information](#ia8f9ace2b2274a5b845e2804a648606b_166)] | | | | | | [removed: [73](#i63e363a30f874a83a137ffe5c125d04e_163)] [added: [77](#ia8f9ace2b2274a5b845e2804a648606b_166)] | | |

| ITEM 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#i63e363a30f874a83a137ffe5c125d04e_1632)[s](#i63e363a30f874a83a137ffe5c125d04e_1632)] [added: Inspections](#ia8f9ace2b2274a5b845e2804a648606b_169)] | | | | | | [removed: [73](#i63e363a30f874a83a137ffe5c125d04e_1632)] [added: [77](#ia8f9ace2b2274a5b845e2804a648606b_169)] | | |

| ITEM 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i63e363a30f874a83a137ffe5c125d04e_169)] [added: Governance](#ia8f9ace2b2274a5b845e2804a648606b_175)] | | | | | | [removed: [74](#i63e363a30f874a83a137ffe5c125d04e_169)] [added: [78](#ia8f9ace2b2274a5b845e2804a648606b_175)] | | |

| ITEM 11. | | | | | | [Executive [removed: Compensation](#i63e363a30f874a83a137ffe5c125d04e_172)] [added: Compensation](#ia8f9ace2b2274a5b845e2804a648606b_178)] | | | | | | [removed: [74](#i63e363a30f874a83a137ffe5c125d04e_172)] [added: [78](#ia8f9ace2b2274a5b845e2804a648606b_178)] | | |

| ITEM 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i63e363a30f874a83a137ffe5c125d04e_175)] [added: Matters](#ia8f9ace2b2274a5b845e2804a648606b_181)] | | | | | | [removed: [75](#i63e363a30f874a83a137ffe5c125d04e_175)] [added: [79](#ia8f9ace2b2274a5b845e2804a648606b_181)] | | |

| ITEM 13. | | | | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i63e363a30f874a83a137ffe5c125d04e_178)] [added: Independence](#ia8f9ace2b2274a5b845e2804a648606b_184)] | | | | | | [removed: [75](#i63e363a30f874a83a137ffe5c125d04e_178)] [added: [79](#ia8f9ace2b2274a5b845e2804a648606b_184)] | | |

| ITEM 14. | | | | | | [Principal Accounting Fees and [removed: Services](#i63e363a30f874a83a137ffe5c125d04e_181)] [added: Services](#ia8f9ace2b2274a5b845e2804a648606b_187)] | | | | | | [removed: [75](#i63e363a30f874a83a137ffe5c125d04e_181)] [added: [79](#ia8f9ace2b2274a5b845e2804a648606b_187)] | | |

| ITEM 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i63e363a30f874a83a137ffe5c125d04e_184)] [added: Schedules](#ia8f9ace2b2274a5b845e2804a648606b_190)] | | | | | | [removed: [76](#i63e363a30f874a83a137ffe5c125d04e_184)] [added: [80](#ia8f9ace2b2274a5b845e2804a648606b_190)] | | |

| ITEM 16. | | | | | | [Form 10-K [removed: Summary](#i63e363a30f874a83a137ffe5c125d04e_184)] [added: Summary](#ia8f9ace2b2274a5b845e2804a648606b_190)] | | | | | | [removed: [79](#i63e363a30f874a83a137ffe5c125d04e_187)] [added: [83](#ia8f9ace2b2274a5b845e2804a648606b_193)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | | | | [Signatures](#ia8f9ace2b2274a5b845e2804a648606b_196) | | | | | | [84](#ia8f9ace2b2274a5b845e2804a648606b_196) | | |

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

The following is a summary of our principal properties as of December 31, [removed: 2021,] [added: 2022,] including manufacturing, distribution, sales offices and service centers:

| Consumer Solutions | | | U.S. and [removed: 6] [added: 9] foreign countries | | | [removed: 17] [added: 22] | | | [removed: 23] [added: 27] | | | [removed: 18] [added: 10] | | | [removed: 25] [added: 31] | | |

| Industrial & Flow Technologies | | | U.S. and [removed: 15] [added: 14] foreign countries | | | [removed: 18] [added: 20] | | | [removed: 12] [added: 10] | | | [removed: 7] [added: 4] | | | 10 | | |

| Total | | | | | | [removed: 35] [added: 42] | | | [removed: 35] [added: 37] | | | [removed: 30] [added: 19] | | | [removed: 35] [added: 41] | | |

| John L. Stauch | | | [removed: 57] [added: 58] | | | | | | President and Chief Executive Officer since 2018; Executive Vice President and Chief Financial Officer 2007 [removed: -] [added: –] 2018; Chief Financial Officer of the Automation and Control Systems unit of Honeywell International Inc. 2005 [removed: -] [added: –] 2007; Vice President, Finance and Chief Financial Officer of the Sensing and Controls unit of Honeywell International Inc. 2004 [removed: -] [added: –] 2005; Vice President, Finance and Chief Financial Officer of the Automation & Control Products unit of Honeywell International Inc. 2002 [removed: -] [added: –] 2004; Chief Financial Officer and IT Director of PerkinElmer Optoelectronics, a unit of PerkinElmer, Inc., 2000 [removed: -] [added: –] 2002. | | |

| Adrian C. Chiu | | | [removed: 43] [added: 44] | | | | | | [added: Effective January 1, 2023, Mr. Chiu is] Executive Vice [added: President and President of the new Water Solutions reporting segment. Executive Vice] President, Chief Human Resources Officer and Chief Transformation Officer [removed: since 2021;] [added: 2021 – 2022;] 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. | | |

| Robert P. Fishman | | | [removed: 58] [added: 59] | | | | | | Executive Vice President, Chief Financial Officer and Chief Accounting Officer since 2020; [added: also Interim President, Consumer Solutions during 2022;] Executive Vice President and Chief Financial Officer of NCR Corporation (a global provider of omni-channel technology solutions) 2016 [removed: -] [added: –] 2018; Senior Vice President and Chief Financial Officer of NCR Corporation 2010 [removed: -] [added: –] 2016; Vice President and Corporate Controller of NCR Corporation 2007 [removed: -] [added: –] 2009. | | |

| Jerome O. Pedretti | | | [removed: 51] [added: 52] | | | | | | [added: Effective January 1, 2023, Mr. Pedretti is] Executive Vice President and [added: Chief Executive Officer of the new Pool reporting segment. Executive Vice President and] President, Industrial & Flow Technologies [removed: since 2020.] [added: 2020 – 2022;] Senior Vice President of Pentair’s former Aquatic Systems reporting segment 2016 [removed: -] [added: –] 2019; Vice President of Pentair’s former Valves & Controls business 2014 [removed: -] [added: –] 2016; Vice President Growth Strategy 2010 [removed: -] [added: –] 2014; Various business leadership positions of Pentair 2005 [removed: -] [added: –] 2014; Consultant at Bain & Co 2002 [removed: -] [added: –] 2005. | | |

| Stephen J. Pilla | | | [removed: 58] [added: 59] | | | | | | [added: Effective January 1, 2023, Mr. Pilla is the] Executive Vice [added: President, Chief Supply Chain Officer and Chief Transformation Officer. 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 [removed: -] [added: –] 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: 51] [added: 52] | | | | | | Executive Vice President, General Counsel, Secretary and Chief Social Responsibility Officer since 2020; Executive Vice President, General Counsel and Secretary [removed: 2018-2020;] [added: 2018 – 2020;] General Counsel, Water segment 2017 [removed: -] [added: –] 2018; Executive Vice President, General Counsel and Corporate Secretary of SUPERVALU Inc. (a wholesaler and retailer of grocery products) 2013 [removed: -] [added: –] 2017; Vice President, Employment, Compensation and Benefits Law of SUPERVALU Inc. 2012 [removed: -] [added: –] 2013; Director, Employment Law of SUPERVALU Inc. 2011 [removed: -] [added: –] 2012; Senior Counsel, Employment Law of SUPERVALU Inc. 2009 [removed: -] [added: –] 2011; Senior Employee Relations Counsel of Target Corporation 2006 [removed: -] [added: –] 2008; Associate, Faegre & Benson LLP 2000 [removed: -] [added: –] 2005; Judicial Clerk, United States District Court for the Southern District of Iowa 1998 [removed: -] [added: –] 2000. | | |

| Philip M. Rolchigo | | | [removed: 60] [added: 61] | | | | | | Executive Vice President and Chief Technology Officer since 2018; Chief Technology Officer 2017 [removed: -] [added: –] 2018; Vice President of Technology 2015 [removed: -] [added: –] 2017; Vice President of Engineering 2007 [removed: -] [added: –] 2015; Business Development Director of Water Technologies business of GE Global Research Center 2006 [removed: -] [added: –] 2007; Director of Technology of GE Water & Process Technologies 2003 [removed: -] [added: –] 2006; Chief Technology Officer of Osmonics 2000 [removed: -] [added: –] 2003; Vice President of Research & Development of Osmonics 1998 [removed: -] [added: –] 2000. | | |

| Tanya L. Hooper | | | 50 | | | | | | Effective January 1, 2023, Ms. Hooper is the Executive Vice President and Chief Human Resources Officer. Vice President of Global Talent and Corporate Human Resources of Honeywell International Inc. 2021 – 2022; Vice President and Chief Human Resources Officer of Collins Aerospace 2019 – 2021; Vice President of Talent of Collins Aerospace 2018 – 2019; Vice President of Human Resources of Collins Aerospace 2016 – 2018; Various positions of increasing responsibility at Shell 2000 – 2016. | | |

| De’Mon L. Wiggins | | | 48 | | | | | | Effective January 1, 2023, Mr. Wiggins is Executive Vice President and President of the Industrial & Flow Technologies segment. Group President of Pentair’s Pool business 2021 – 2022; Vice President of Pentair’s Pool business 2017 – 2021; Vice President and Strategic Business Unit leader for Pentair’s Fluid Motion platform 2016 – 2017; Various other business leadership positions of Pentair 2010 – 2016. | | |

| Mario R. D’Ovidio | | | 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. | | |

Our ordinary shares are listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “PNR.” As of December 31, [removed: 2021,] [added: 2022,] there were [removed: 13,318] [added: 12,940] shareholders of record.

Pentair has paid [removed: 184] [added: 188] consecutive quarterly cash dividends, including most recently a dividend of [removed: $0.20] [added: $0.21] per share in the fourth quarter of [removed: 2021.][added: 2022.]

On December [removed: 7, 2021,] [added: 12, 2022,] Pentair’s Board of Directors approved a 5 percent increase in the Company’s regular quarterly cash dividend rate (from [removed: $0.20] [added: $0.21] per share to [removed: $0.21] [added: $0.22] per share) that was paid on February [removed: 4, 2022] [added: 3, 2023] to shareholders of record at the close of business on January [removed: 21, 2022.][added: 20, 2023.]

[removed: 2022] [added: 2023] marks the [removed: 46th] [added: 47th] 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: 2016] [added: 2017] and the reinvestment of all dividends since that date to December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

| Company / Index | | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022] | | | [added: | | |]

The following table provides information with respect to purchases we made of our ordinary shares during the fourth quarter of [removed: 2021:][added: 2022:]

(a)The purchases in this column include [removed: 373] [added: 86] shares for the period October 1 – October [removed: 30, 950] [added: 29, 1,014] shares for the period October [removed: 31] [added: 30] – November [removed: 27,] [added: 26,] and [removed: 10,944] [added: 1,432] shares for the period November [removed: 28] [added: 27] – 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.

We have [removed: $650.0] [added: $600.0] million remaining availability for repurchases under the 2020 Authorization.

| Pentair plc | | | $ | 100 | | | | | $ | 81.14 | | $ | 100.35 | | $ | 118.30 | | $ | 164.73 | | $ | 103.16 | |

| S&P 500 Index | | | 100 | | | | | | 95.62 | | | 125.72 | | | 148.85 | | | 191.58 | | | 156.88 | | |

| S&P 500 Industrials Index | | | 100 | | | | | | 96.95 | | | 127.95 | | | 157.60 | | | 201.56 | | | 162.45 | | |

| October 1 – October 29 | | | 86 | | | $ | 41.81 | | — | | | $ | 600,002,203 | |

| October 30 – November 26 | | | 1,014 | | | 42.50 | | | — | | | 600,002,203 | | |

| November 27 – December 31 | | | 1,432 | | | 46.20 | | | — | | | 600,002,203 | | |

| Total | | | 2,532 | | | | | | — | | | | | |

| 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 | | | | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on this assessment, management believes that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

We have audited the internal control over financial reporting of Pentair plc and subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal [removed: Control—Integrated] [added: 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: 2021,] [added: 2022,] based on criteria established in *Internal [removed: Control—Integrated] [added: 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: 2021,] [added: 2022,] of the Company and our report dated February [removed: 22, 2022] [added: 21, 2023,] expressed an unqualified opinion on those financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying [removed: Management’s] [added: *Management’s] Report on Internal Control over Financial [removed: Reporting.][added: Reporting*.]

We have audited the accompanying consolidated balance sheets of Pentair plc and subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in *Internal [removed: Control—Integrated] [added: Control — Integrated] Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 22, 2022,] [added: 21, 2023,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

[removed: Critical] [added: *Critical] Audit [removed: Matter][added: Matter Description*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] 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: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As of December 31, [removed: 2021,] [added: 2022,] the Company’s recorded UTP balance was [removed: $37.3] [added: $39.6] million.

[removed: ◦Evaluating] [added: –Evaluating] the Company’s significant judgments related to completeness of UTPs in material jurisdictions:

[removed: ▪We] [added: - We] performed inquiries of management to assess whether they are aware of any new items or significant changes to the business that would impact the UTP assessment or give rise to new UTPs.

[removed: ▪We] [added: - We] evaluated the following: technical merits of existing UTPs, technical merits of potential UTPs, and significant transactions and their tax implications, including the completeness and accuracy of the underlying data supporting the transactions.

[removed: ▪We] [added: - We] assessed the appropriateness and consistency of management’s methods and assumptions used in identifying UTPs.

[removed: ▪We] [added: - We] evaluated former and ongoing tax audits by tax authorities.

[removed: ▪We] [added: - We] considered changes in and assessed the Company’s interpretation of applicable tax laws.

[removed: ▪We] [added: - We] inspected the Company’s 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: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Net sales | | | $ | [removed: 3,764.8] [added: 4,121.8] | | $ | [removed: 3,017.8] [added: 3,764.8] | | $ | [removed: 2,957.2] [added: 3,017.8] | |

| Cost of goods sold | | | [removed: 2,445.6] [added: 2,757.2] | | | [removed: 1,960.2] [added: 2,445.6] | | | [removed: 1,905.7] [added: 1,960.2] | | |

| Gross profit | | | [removed: 1,319.2] [added: 1,364.6] | | | [removed: 1,057.6] [added: 1,319.2] | | | [removed: 1,051.5] [added: 1,057.6] | | |

| Selling, general and administrative | | | [removed: 596.4] [added: 677.1] | | | [removed: 520.5] [added: 596.4] | | | [removed: 540.1] [added: 520.5] | | |

| Research and development | | | [removed: 85.9] [added: 92.2] | | | [removed: 75.7] [added: 85.9] | | | [removed: 78.9] [added: 75.7] | | |

| Operating income | | | [removed: 636.9] [added: 595.3] | | | [removed: 461.4] [added: 636.9] | | | [removed: 432.5] [added: 461.4] | | |

| (Gain) loss on sale of businesses | | | [removed: (1.4)] [added: (0.2)] | | | [removed: 0.1] [added: (1.4)] | | | [removed: (2.2)] [added: 0.1] | | |

| Net interest expense | | | [removed: 12.5] [added: 61.8] | | | [removed: 23.9] [added: 12.5] | | | [removed: 30.1] [added: 23.9] | | |

| Other (income) expense | | | [removed: (1.0)] [added: (16.9)] | | | [removed: 5.3] [added: (1.0)] | | | [removed: (2.9)] [added: 5.3] | | |

| Income from continuing operations before income taxes | | | [removed: 626.8] [added: 550.6] | | | [removed: 432.1] [added: 626.8] | | | [removed: 407.5] [added: 432.1] | | |

| Provision for income taxes | | | [removed: 70.8] [added: 67.4] | | | [removed: 75.0] [added: 70.8] | | | [removed: 45.8] [added: 75.0] | | |

| Net income from continuing operations | | | [removed: 556.0] [added: 483.2] | | | [removed: 357.1] [added: 556.0] | | | [removed: 361.7] [added: 357.1] | | |

| (Loss) income from discontinued operations, net of tax | | | [removed: (3.0)] [added: (2.3)] | | | [removed: 1.5] [added: (3.0)] | | | [removed: (6.0)] [added: 1.5] | | |

| Net income | | | $ | [removed: 553.0] [added: 480.9] | | $ | [removed: 358.6] [added: 553.0] | | $ | [removed: 355.7] [added: 358.6] | |

| Net income | | | $ | [removed: 553.0] [added: 480.9] | | $ | [removed: 358.6] [added: 553.0] | | $ | [removed: 355.7] [added: 358.6] | |

| Changes in cumulative translation adjustment | | | [removed: (47.0)] [added: (56.4)] | | | [removed: 49.0] [added: (47.0)] | | | [removed: (15.3)] [added: 49.0] | | |

| Changes in market value of derivative financial instruments, net of tax | | | [removed: 40.4] [added: 31.3] | | | [removed: (29.8)] [added: 40.4] | | | [removed: 17.4] [added: (29.8)] | | |

| Comprehensive income | | | $ | [removed: 546.4] [added: 455.8] | | $ | [removed: 377.8] [added: 546.4] | | $ | [removed: 357.8] [added: 377.8] | |

The Company completed its acquisition of Welbilt’s Manitowoc Ice business (“Manitowoc Ice”) on July 28, 2022.

The Company is continuing to integrate Manitowoc Ice into its internal control over financial reporting, and management’s evaluation of the effectiveness of the Company’s internal control over financial reporting excluded Manitowoc Ice as of December 31, 2022, as permitted by guidance issued by the Securities and Exchange Commission.

Manitowoc Ice accounted for approximately 2% of total assets, excluding acquired goodwill and identifiable intangible assets which are included within the scope of management’s assessment, and 4% of total net sales included within the consolidated financial statements of Pentair plc and its subsidiaries as of and for the fiscal year ended December 31, 2022.

As described in *Management’s Report on Internal Control over Financial Reporting*, management excluded from its assessment the internal control over financial reporting at Manitowoc Ice, which was acquired on July 28, 2022, and whose financial statements constitute approximately 2% of total assets (excluding acquired goodwill and identifiable intangible assets which are included within the scope of management’s assessment) and 4% of total net sales of the consolidated financial statement amounts as of and for the year ended December 31, 2022.

Accordingly, our audit did not include the internal control over financial reporting at Manitowoc Ice.

February 21, 2023

Critical Audit Matters

Acquisitions - Valuation of Manitowoc Ice Acquired Customer Relationship Intangible Asset — Refer to Note 2 to the financial statements

On July 28, 2022, the Company completed the acquisition of Welbilt Inc.’s Manitowoc Ice business (“Manitowoc Ice”) for consideration paid of $1.6 billion.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including a customer relationship intangible asset of $588.4 million.

Management estimated the fair value of the customer relationship intangible asset using the multi-period excess earnings method, which is a specific discounted cash flow method.

The fair value determination of the customer relationship intangible asset required management to make significant estimates and assumptions related to future cash flows, including margin and revenue growth assumptions, and the selection of the discount and customer attrition rates.

We identified the valuation of the Manitowoc Ice customer relationship intangible asset as a critical audit matter because of the significant estimates and assumptions management made to estimate the fair value of this asset.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasts of future cash flows, including margin and revenue growth assumptions, and the selection of the discount and customer attrition rates for the customer relationship intangible asset.

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

Our audit procedures related to the forecasts of future cash flows, including the margin and revenue growth rates, and the selection of the discount and customer attrition rates for the acquired customer relationship intangible asset included the following, among others:

- We tested the effectiveness of controls over the valuation of the acquired customer relationship intangible asset, including management’s controls over forecasts of future cash flows, including margin and revenue growth assumptions, and the selection of the discount and customer attrition rates.

- We assessed the reasonableness of management’s forecasts of future cash flows, including margin and revenue growth assumptions, by comparing the projections to historical results for Manitowoc Ice, certain peer companies’ historical results, and industry reports.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) the discount and customer attrition rates by:

- Testing the source information underlying the determination of the discount and customer attrition rates.

- Comparing the selected customer attrition rate to the historical customer attrition rate observed by Manitowoc Ice.

- Testing the mathematical accuracy of the discount and customer attrition rate calculations.

- Developing a range of independent estimates and comparing those to the discount rate selected by management

February 21, 2023

| Net income | | | $ | 480.9 | | $ | 553.0 | | $ | 358.6 | |

| Asset impairment and write-offs | | | 25.6 | | | — | | | 2.7 | | |

| Amortization of bridge financing debt issuance costs | | | 9.0 | | | — | | | — | | |

| (Gain) loss on sale of assets | | | (2.3) | | | 0.7 | | | 0.3 | | |

| Settlement of net investment hedges | | | 78.9 | | | — | | | — | | |

| Debt issuance costs | | | (15.8) | | | (2.3) | | | — | | |

| Share repurchases | | | (1.0) | | | — | | | (50.0) | | | — | | | — | | | (50.0) | | |

| Balance - December 31, 2022 | | | 164.5 | | | $ | 1.7 | | $ | 1,554.9 | | $ | 1,390.5 | | $ | (239.0) | | $ | 2,708.1 | |

The accompanying consolidated financial statements include the accounts of Pentair plc, its wholly-owned subsidiaries and entities for which the Company has a controlling financial interest.

| Contract assets | | | $ | 48.4 | | $ | 48.8 | | | | | $ | (0.4) | | (0.8) | | % |

| Contract liabilities | | | 58.1 | | | 39.4 | | | | | | 18.7 | | | 47.5 | | % |

| Net contract assets (liabilities) | | | $ | (9.7) | | $ | 9.4 | | | | | $ | (19.1) | | (203.2) | | % |

There were $1.1 million of impairment losses recognized on our net contract liabilities for the twelve months ended December 31, 2022 as a result of our exit of business activity and sales in Russia.

| Capitalized software | | | 3 to 10 | | |

| *In millions* | | | 2022 | | | 2021 | | | | | |

February 22, 2022

▪We evaluated the appropriateness and consistency of the financial statement disclosures, including judgments associated with unrecognized tax benefits that could increase or decrease within 12 months of the reporting date.

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

| Asset impairment | | | — | | | — | | | 21.2 | | |

| Balance - December 31, 2018 | | | 171.4 | | | $ | 1.7 | | $ | 1,893.8 | | $ | 169.2 | | $ | (228.6) | | $ | 1,836.1 | |

| Share repurchases | | | (4.0) | | | — | | | (150.0) | | | — | | | — | | | (150.0) | | |

The accompanying consolidated financial statements include the accounts of Pentair and all subsidiaries, both the United States (“U.S.”) and non-U.S., which we control.

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

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

| Net contract assets | | | $ | 9.4 | | $ | 22.6 | | | | | $ | (13.2) | | (58.4) | | % |

During 2021, a qualitative assessment was performed.

During 2020, a quantitative assessment was performed.

The fair value of each reporting unit was determined using a discounted cash flow analysis and market approach.

Projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate.

Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry.

For the 2020 annual impairment test, the estimated fair value exceeded the carrying value in each of our reporting units, therefore, no impairment charge was required.

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.

For Pelican, the excess purchase price over tangible net assets acquired has been allocated to goodwill in the amount of $118.0 million, $7.6 million of which is expected to be deductible for income tax purposes.

| Consumer Solutions | | | $ | 1,501.4 | | $ | 51.9 | | $ | 14.4 | | $ | 12.8 | | $ | 1,580.5 | | | | |

| Industrial & Flow Technologies | | | 756.9 | | | — | | | — | | | 54.8 | | | 811.7 | | | | | |

| Total goodwill | | | $ | 2,258.3 | | $ | 51.9 | | $ | 14.4 | | $ | 67.6 | | $ | 2,392.2 | | | | |

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

There was no impairment charge for intangible assets in any of the years presented.

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

| Revolving credit facilities | | | 1.107% | | | 2026 | | | $ | 195.0 | | $ | 36.1 | |

We have $88.3 million aggregate principal amount of fixed rate senior notes maturing in the next twelve months.

| Contractual debt obligation maturities | | | $ | 88.3 | | $ | — | | $ | 200.0 | | $ | 19.3 | | $ | 195.0 | | $ | 400.0 | | $ | 902.6 | |

| Total recurring fair value measurements | | | $ | 12.2 | | $ | (69.6) | | $ | — | | $ | 10.4 | | $ | (47.0) | |

At December 31, 2021 and 2020, our

The tax losses primarily relate to non-U.S. carryforwards of $2,778.5 million which are subject to varying expiration periods.

| Interest cost | | | 2.0 | | | 2.9 | | | 7.3 | | |

| Discount rate | | | 1.74 | | % | 2.68 | | % | 3.70 | | % | | | | | | | | | | | | | | | | 1.77 | | % | 2.81 | | % | 3.95 | | % |

Pension plan assets yielded a loss of (0.89)% in 2021 and returns of 9.68% and 8.85% in 2020 and 2019, respectively.

| | | | December 31, 2020 | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 0.1 | | $ | — | | $ | — | | $ | 0.1 | |

| Total investments at fair value | | | $ | 0.1 | | $ | — | | $ | 10.0 | | $ | 10.1 | |

| Total | | | | | | | | | | | | $ | 33.7 | |

Cash equivalents consist of investments in commingled funds valued based on observable market data.

Such investments are considered a Level 2 investment.

| 2022 | | | $ | 7.4 | | | | | $ | 1.4 | |

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: 2021,] [added: 2022,] 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: 2021] [added: 2022] 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 [removed: was] [added: were] no [removed: change] [added: other changes] in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the year ended December 31, 2022 we completed the acquisition of Manitowoc Ice.

As part of our ongoing integration activities associated with the Manitowoc Ice acquisition, we are reviewing the internal controls and procedures of Manitowoc Ice and working to augment our company-wide controls to reflect the risks inherent in the acquisition.

Information required under this item with respect to directors is contained in our Proxy Statement for our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2021,] [added: 2022,] information about compensation plans under which our equity securities are authorized for issuance:

(1)Consists of [removed: 307,572] [added: 510,873] shares subject to stock options, [removed: 337,364] [added: 477,618] shares subject to restricted stock units, and [removed: 132,373] [added: 247,838] shares subject to performance share awards.

(4)Consists of [removed: 2,066,108] [added: 1,954,892] shares subject to stock options, [removed: 291,305] [added: 118,976] shares subject to restricted stock units, and [removed: 240,082] [added: 113,149] shares subject to performance share awards.

| 2020 Share and Incentive Plan | | | 1,236,329 | | | (1) | | | $ | 59.02 | | (2) | | | 4,869,297 | | | (3) | | |

| 2012 Stock and Incentive Plan | | | 2,187,017 | | | (4) | | | 41.16 | | | (2) | | | 198,155 | | | (5) | | |

| Total | | | 3,423,346 | | | | | | $ | 44.86 | | (2) | | | 5,067,452 | | | | | |

| 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 | | | | | |

Information required under this item is contained in our Proxy Statement for our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] annual general meeting of shareholders under the caption “Proposal 3 Ratify, by Nonbinding, Advisory Vote, the Appointment of Deloitte & Touche LLP (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: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/77360/000119312512408001/d409131dex41.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex41.htm)] | | | | | | Indenture, dated as of September [removed: 24, 2012,] [added: 16, 2015,] among Pentair Finance S.A. [removed: (formerly Tyco Flow Control International Finance S.A.)] (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 4.1 [removed: in] [added: to] the Current Report on Form 8-K of Pentair [removed: Ltd.] [added: plc] filed with the Commission on September [removed: 28, 2012] [added: 16, 2015] (File No. 001-11625)). | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/77360/000119312512408001/d409131dex43.htm)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex44.htm)] | | | | | | [removed: Second] [added: Third] Supplemental Indenture, dated as of September [removed: 24, 2012,] [added: 16, 2015,] among Pentair Finance S.A. [removed: (formerly Tyco Flow Control International Finance S.A.)] (as Issuer), Pentair [removed: Ltd.] [added: plc] (as [added: Parent and] Guarantor), [removed: Pentair, Inc.] [added: Pentair Investments Switzerland GmbH (as Guarantor)] and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association (as Trustee) (Incorporated by reference to Exhibit [removed: 4.3 in] [added: 4.4 to] the Current Report on Form 8-K of Pentair [removed: Ltd.] [added: plc] filed with the Commission on September [removed: 28, 2012] [added: 16, 2015] (File No. 001-11625)). | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/77360/000119312514206241/d728966dex43.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/77360/000007736017000025/exhibit43fifthsupplemental.htm)] | | | | | | [removed: Sixth] [added: Fifth] 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 [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association, as trustee (Incorporated by reference to Exhibit 4.3 [removed: in] [added: 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: [4.4](http://www.sec.gov/Archives/edgar/data/77360/000007736017000025/exhibit41seventhsupplement.htm)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/77360/000007736020000031/exhibit42seventhsupple.htm)] | | | | | | Seventh Supplemental Indenture, dated as of [removed: May 26, 2017,] [added: June 22, 2020,] among Pentair Finance [removed: S.A.,] [added: S.à r.l. (as Issuer),] Pentair [removed: plc,] [added: plc (as Parent and Guarantor),] Pentair Investments Switzerland GmbH [added: (as Guarantor)] and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association [removed: as trustee] [added: (as Trustee)] (Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] 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 31, 2017] [added: July 23, 2020] (File No. 001-11625)). | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/77360/000110465921151404/tm2135751d1_ex4-1.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/77360/000110465921151404/tm2135751d1_ex4-1.htm)] | | | | | | Amended and Restated Credit Agreement, dated as of December 16, 2021, among Pentair plc, 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 December 20, 2021 (File No. 001-11625)). | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex41.htm)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/77360/000110465919037009/a19-10746_8ex4d2.htm)] | | | | | | [added: Sixth Supplemental] Indenture, dated as of [removed: September 16, 2015,] [added: June 21, 2019,] among Pentair Finance [removed: S.A.] [added: S.à r.l.] (as Issuer), Pentair plc (as Parent and Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and U.S. Bank National Association (as Trustee) (Incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K of Pentair plc filed with the Commission on [removed: September 16, 2015] [added: June 21, 2019] (File No. 001-11625)). | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/77360/000119312515321236/d19886dex44.htm)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/77360/000110465922078363/tm2220547d1_ex4-3.htm)] | | | | | | [removed: Third] [added: Eighth] Supplemental Indenture, dated as of [removed: September 16, 2015,] [added: July 8, 2022,] among Pentair Finance [removed: S.A. (as Issuer),] [added: S.à r.l.,] Pentair plc [removed: (as Parent] and [removed: Guarantor), Pentair Investments Switzerland GmbH (as Guarantor) and] U.S. Bank [added: Trust Company,] National [removed: Association (as Trustee)] [added: Association, as trustee] (Incorporated by reference to Exhibit [removed: 4.4] [added: 4.3] to the Current Report on Form 8-K of Pentair plc filed with the Commission on [removed: September 16, 2015] [added: July 8, 2022] (File No. 001-11625)). | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/77360/000007736017000025/exhibit43fifthsupplemental.htm)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/77360/000110465922038083/tm2210380d1_ex4-1.htm)] | | | | | | [removed: Fifth Supplemental Indenture,] [added: Loan Agreement,] dated as of [removed: May 26, 2017,] [added: March 24, 2022,] among Pentair [removed: Finance S.A., Pentair] plc, Pentair [removed: Investments Switzerland GmbH] [added: Finance S.à r.l.,] and [removed: U.S. Bank National Association, as trustee] [added: the lenders and agents party thereto] (Incorporated by reference to Exhibit [removed: 4.3] [added: 4.1] to the Current Report on Form 8-K of Pentair plc filed with the Commission on [removed: May 31, 2017] [added: March 25, 2022] (File No. [removed: 001-11625)).] [added: 001-11625))] | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/77360/000110465919037009/a19-10746_8ex4d2.htm)] [added: [4.10](http://www.sec.gov/Archives/edgar/data/77360/000110465922076355/tm2219016d10_ex4-1.htm)] | | | | | | [removed: Sixth Supplemental Indenture,] [added: Amendment No. 1,] dated as of June [removed: 21, 2019,] [added: 30, 2022, to Loan Agreement,] among Pentair [added: plc, Pentair] Finance S.à [removed: r.l. (as Issuer), Pentair plc (as Parent] [added: r.l.,] and [removed: Guarantor), Pentair Investments Switzerland GmbH (as Guarantor)] [added: the lenders] and [removed: U.S. Bank National Association (as Trustee)] [added: agents party thereto] (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 June [removed: 21, 2019] [added: 30, 2022] (File No. 001-11625)). | | |

| [removed: [4.12](https://www.sec.gov/Archives/edgar/data/77360/000007736022000006/exhibit412.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/77360/000007736023000006/ex411descriptionofsecuriti.htm)] | | | | | | Description of Securities. | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/77360/000119312512411468/d417892dex1012.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10120180630.htm)] | | | | | | Form of [removed: Assignment and Assumption Agreement, among Pentair, Inc., Pentair Ltd. and the executive officers of Pentair Ltd. relating to] Key Executive Employment and Severance Agreement [added: for John L. Stauch] (Incorporated by reference to Exhibit [removed: 10.12] [added: 10.1] in the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] of Pentair [removed: Ltd. filed with] [added: plc for] the [removed: Commission on October 1, 2012] [added: quarter ended June 30, 2018] (File No. 001-11625)).* | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10120180630.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10320180630.htm)] | | | | | | Form of Key Executive Employment and Severance Agreement for [removed: John L. Stauch] [added: Karla C. Robertson, Philip M. Rolchigo, Robert P. Fishman, Jerome O. Pedretti and Stephen J. Pilla] (Incorporated by reference to Exhibit [removed: 10.1] [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: [10.7](http://www.sec.gov/Archives/edgar/data/77360/000007736018000027/exhibit10320180630.htm)] [added: [10.7](http://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, Philip M. Rolchigo, Robert P. Fishman, Jerome O. [removed: Pedretti, Mario R. D’Ovidio] [added: Pedretti] 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: [10.8](https://www.sec.gov/Archives/edgar/data/77360/000007736022000006/exhibit108keesa.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/77360/000007736022000006/exhibit108keesa.htm)] | | | | | | Form of Key Executive Employment and Severance Agreement for Adrian C. [removed: Chiu.*] [added: Chiu, Tanya L. Hooper and De’Mon Wiggins (Incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2021 (File No. 001-11625)).*] | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/77360/000007736018000016/ex102pentairkeytalentaward.htm)] [added: [10.18](http://www.sec.gov/Archives/edgar/data/77360/000007736018000016/ex104pentairstockoptionagr.htm)] | | | | | | Form of Executive Officer [removed: Key Talent] [added: Stock Option] Award Agreement for grants made [added: on or after February 26, 2018 and] prior to May 5, 2020 (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended March 31, 2018 (File No. 001-11625)).* | | |

| [removed: [10.18](http://www.sec.gov/Archives/edgar/data/77360/000007736017000008/ex1031pentairplc2012stocka.htm)] [added: [10.17](http://www.sec.gov/Archives/edgar/data/77360/000007736017000008/ex1031pentairplc2012stocka.htm)] | | | | | | Form of Executive Officer Stock Option Grant Agreement for grants made on or after January 1, 2017 and prior to February 26, 2018 (Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2016 (File No. 001-11625)).* | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/77360/000007736018000016/ex103pentairrsuawardagreem.htm)] [added: [22](http://www.sec.gov/Archives/edgar/data/77360/000007736022000041/ex22guarantorsubsidiariesq.htm)] | | | | | | [removed: Form] [added: List] of [removed: Executive Officer Restricted Stock Unit Award Agreement for grants made on or after February 26, 2018] [added: Guarantors] and [removed: prior to May 5, 2020] [added: Subsidiary Issuers of Guaranteed Securities.] (Incorporated by reference to Exhibit [removed: 10.3] [added: 22] to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended [removed: March 31, 2018] [added: September 30, 2022] (File No. [removed: 001-11625)).*] [added: 001-11625)).] | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/77360/000007736018000016/ex104pentairstockoptionagr.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/77360/000007736021000005/exhibit1030.htm)] | | | | | | [removed: Form of] [added: Pentair plc] Executive Officer [removed: Stock Option Award Agreement for grants made on or after February 26, 2018 and prior to May 5, 2020] [added: Severance Plan] (Incorporated by reference to Exhibit [removed: 10.4] [added: 10.30] 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: March] [added: December] 31, [removed: 2018] [added: 2020] (File No. 001-11625)).* | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/77360/000007736019000006/ex1032formofexecutiveoffic.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/77360/000007736021000005/exhibit1031.htm)] | | | | | | [removed: Form of Executive Officer Performance Stock Unit Award Agreement for grants made on or after January 1, 2019 and prior] [added: Amendment No. 1] to [removed: May 5,] [added: the Pentair plc] 2020 [added: Share and Incentive Plan] (Incorporated by reference to Exhibit [removed: 10.32] [added: 10.31] to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, [removed: 2018] [added: 2020] (File No. 001-11625)).* | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/77360/000104746920001649/a2240951zdef14a.htm#a66)] [added: [10.19](http://www.sec.gov/Archives/edgar/data/77360/000104746920001649/a2240951zdef14a.htm#a66)] | | | | | | Pentair plc 2020 Share and Incentive Plan, effective as of May 5, 2020 (Incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A of Pentair plc filed on March 20, 2020 (File No. 001-11625)).* | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-1.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-1.htm)] | | | | | | Form of Employee Restricted Stock Unit Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Pentair plc (Reg. No. 333-238544)).* | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-2.htm)] [added: [10.21](http://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-2.htm)] | | | | | | Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 of Pentair plc (Reg. No. 333-238544)).* | | |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-3.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-3.htm)] | | | | | | Form of Key Talent Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 of Pentair plc (Reg. No. 333-238544)).* | | |

| [removed: [10.26](http://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-4.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-4.htm)] | | | | | | Form of Stock Option Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 of Pentair plc (Reg. No. 333-238544)).* | | |

| [removed: [10.27](http://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-5.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/77360/000110465920064373/tm2020013d2_ex99-5.htm)] | | | | | | Form of Performance Share Unit Award Agreement under the Pentair plc 2020 Share and Incentive Plan (Incorporated by reference to Exhibit 99.5 to the Registration Statement on Form S-8 of Pentair plc (Reg. No. 333-238544)).* | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/77360/000007736022000006/ex21pentairplcsubsidiaries.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/77360/000007736023000006/ex21pentairplcsubsidiaries.htm)] | | | | | | List of Pentair plc subsidiaries. | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/77360/000007736022000006/ex23consentofregisteredpub.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/77360/000007736023000006/ex23consentofregisteredpub.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP. | | |

| [removed: [24](https://www.sec.gov/Archives/edgar/data/77360/000007736022000006/ex24powerofattorney2021.htm)] [added: [24](https://www.sec.gov/Archives/edgar/data/77360/000007736023000006/ex24powerofattorney2022.htm)] | | | | | | Power of attorney. | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/77360/000007736022000006/ex311ceocertification2021.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/77360/000007736023000006/ex311ceocertification2022.htm)] | | | | | | Certification of Chief Executive Officer. | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/77360/000007736022000006/ex312cfocertification2021.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/77360/000007736023000006/ex312cfocertification2022.htm)] | | | | | | Certification of Chief Financial Officer. | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/77360/000007736022000006/ex321ceocertification2021.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/77360/000007736023000006/ex321ceocertification2022.htm)] | | | | | | Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/77360/000007736022000006/ex322cfocertification2021.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/77360/000007736023000006/ex322cfocertification2022.htm)] | | | | | | Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | |

| 101 | | | | | | The following materials from Pentair plc’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (ii) the Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] (iii) the Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] (iv) the Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] and (v) the Notes to the Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | | |