Pentair (PNR) 10-K risk factor changes: FY2023 vs FY2022

However, such demand in our pool and other residential businesses declined during 2022 and [added: 2023 as we saw inventory correcting within our residential distribution channels and] may not be repeated in future periods.

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

In addition, we need to be flexible to adapt our products to ever changing customer preferences, including those relating to regulatory, climate change and social [removed: responsibility matters.]

The failure [removed: to effectively adapt] [added: of] our products, [removed: services,] [added: services] or solutions [added: to gain market acceptance due to more attractive offerings by our competitors, the introduction of new competitors to the market with new or innovative product offerings or the failure to address any of the above factors] could have a material adverse effect on our business, financial condition, results of operations and cash flows.

During [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we initiated and continued execution of certain business initiatives aimed at reducing our fixed cost structure and realigning our business.

[removed: During 2022 and 2021,] [added: In prior years,] we experienced inflationary cost increases of raw materials, such as metals, [removed: resins and electronics (including] [added: resins,] drives and [removed: motors),] [added: motors,] as well as increases in logistics, energy, insurance and labor costs (including wages, [removed: pension] [added: pensions] and health [removed: care),] [added: care benefits),] and [added: due to the current volatile nature of the market,] we expect inflationary cost increases to continue in [removed: 2023.][added: 2024.]

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

During [added: 2023,] 2022 and 2021, we experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high 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, [removed: we expect] supply chain challenges [removed: to] [added: may] continue in [removed: 2023.][added: the future.]

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 plants; interruptions in service by our third-party logistic service providers or common carriers that ship goods within our distribution channels; unexpected delays in shipping or processing through customs of goods; [added: increased logistics costs, including air freight; lack of availability of marine cargo insurance for shipments in certain geographies due to hostilities;] trade restrictions, such as increased tariffs or quotas, embargoes or customs [removed: restrictions;] [added: restrictions] or [added: inspections; or] other unexpected or uncontrollable events that cause a material interruption in our supply chain such as pandemics (including COVID-19); social or labor unrest; natural [removed: disasters] [added: disasters;] or political [removed: disputes] [added: disputes, international hostilities] and military conflicts; could negatively affect our ability to produce or deliver our products and have a negative material impact on our business and our profitability.

Sales outside of the U.S. for the year ended December 31, [removed: 2022] [added: 2023] accounted for [removed: 29%] [added: 31%] of our net sales.

- changes in general economic and political conditions in countries where we [removed: operate,] [added: operate or purchase from,] particularly in emerging markets;

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

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

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

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

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

We may need to spend significant resources monitoring, enforcing and [removed: defending] [added: defending, including through litigation,] our intellectual property rights, and we may or may not be able to detect infringement by third parties.

As of December 31, [removed: 2022,] [added: 2023,] our goodwill and intangible assets were [removed: $4,347.2] [added: $4,317.0] million and represented [removed: 67%] [added: approximately 66%] of our total assets.

Our net sales to our largest customer represented approximately [removed: 20%] [added: 15%] of our consolidated net sales in [removed: 2022.][added: 2023.]

While we do not have any other customers that accounted for more than 10% of our consolidated net sales in [removed: 2022,] [added: 2023,] we have other customers that are key to the success of our business.

Our concentration of sales to a relatively small number of larger customers makes our [removed: relationship with each of these customers important to our business.]

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: political disputes, international hostilities,] military conflicts, cybersecurity [removed: attacks,] [added: incidents,] 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 particular,] [added: Some of] our [added: operations, including our] pool business operations in North Carolina and [removed: California] [added: California,] are in areas that are more susceptible to natural disasters such as hurricanes, [removed: wildfires,] [added: wildfires] and earthquakes.

However, any recovery under our insurance policies may not offset the lost sales or increased costs that may be experienced during the disruption of [removed: operations,] [added: operations and may also affect the price and availability of insurance in the future,] which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We experience seasonal demand with [removed: end-customers] [added: end customers] and [removed: end-users] [added: end users] within each of our business segments.

Demand for pool equipment in the [removed: pool business within] [added: Pool segment, water solution products in] the [removed: Consumer] [added: Water] Solutions [removed: segment] [added: segment,] and residential water [removed: supply, infrastructure] [added: supply] and agricultural products [removed: in the businesses] within the [removed: Industrial &] Flow [removed: Technologies] segment follows warm weather [removed: trends and is at] [added: trends, with] seasonal highs from April to [removed: August.][added: September.]

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

In addition, seasonal effects [removed: in the pool business and in the businesses] [added: associated with products] within [removed: the Industrial & Flow Technologies segment] [added: our Flow, Water Solutions and Pool segments] may vary from year to year and be impacted by weather patterns, [removed: particularly by] [added: such as] temperature, heavy flooding and droughts.

Moreover, adverse weather conditions, such as cold or wet weather, may negatively impact demand for, and sales [removed: of, pool equipment in the pool business and residential water supply, commercial, infrastructure and agricultural] [added: of] products [removed: in the businesses] within [removed: the Industrial & Flow Technologies segment.][added: our business segments.]

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $2,339.3] [added: $2,006.8] million of total debt outstanding on a consolidated basis.

We and our subsidiaries may incur additional indebtedness in the future, [added: including in connection with acquisitions,] subject to restrictions in our debt agreements.

[added: 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.

Upon the occurrence of an event of default under any of our credit facilities or indentures, the lenders or trustees could elect to declare all amounts outstanding thereunder to be immediately due and payable and, in the case of credit facility lenders, terminate all [removed: commitments to extend further credit.]

Although we expect to have sufficient liquidity to meet our foreseeable needs, our access to and the cost of capital could be negatively impacted by disruptions in the credit markets, [added: including due to failures of financial institutions,] which have occurred in the past and made financing terms for borrowers unattractive or unavailable.

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

Our [removed: policy mandates] [added: policies mandate] strict compliance with U.S. and non-U.S. trade laws applicable to our products.

In addition to clean-up actions brought by governmental authorities, private parties could bring individual or class-action claims due to the presence of, or exposure to, hazardous [removed: substances.][added: substances, including at sites where we did not have operations but may have acquired liability through an acquisition of a business.]

In addition, military conflicts, such as those between Russia and Ukraine and Hamas and Israel, and their impact on economies may adversely impact our results of operations.

responsibility matters.

We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S. We expect to continue investing in our businesses to drive these opportunities through research and development and additional sales and marketing resources.

Unless we successfully penetrate these markets, our core sales growth will likely be limited or may decline.

We must also monitor disruptive technologies, such as artificial intelligence, and business models, and we may not be able to take advantage of such technologies, including if we are not able to attract and retain talent that would enable us to leverage such technologies.

In addition, the markets for our products, services and solutions may not develop or grow as we anticipate.

In addition, as we execute on our ongoing Transformation Program, we may experience costs as a result of changing to new suppliers.

relationship with each of these customers important to our business.

Sales outside of the U.S. for the year ended December 31, 2023 accounted for approximately 31% of our net sales.

Our business may be adversely affected by matters associated with our labor force.

Certain of our employees are covered by collective bargaining agreements or represented by works councils.

Although we believe that our relations with the labor unions and works councils that represent our employees are generally good and we have experienced no material work stoppages recently, no assurances can be made that we will not experience these and other types of conflicts with labor unions, works councils, other groups representing employees or our employees generally in the future, or that any future negotiations with these groups will not result in significant increases in our cost of labor.

In addition, an important aspect of attracting and retaining qualified personnel is continuing to offer competitive wages, employee healthcare, retirement and other benefits.

The expenses we record for our employee benefit plans depend on factors such as changes in market interest rates and healthcare cost inflation, and significant unfavorable changes in these factors could increase our

expenses and funding requirements.

An inability to control costs and funding requirements related to employee benefits could negatively impact our results of operations and financial condition.

Complications with the design or implementation of our updated enterprise resource planning system could adversely impact our business and operations.

We rely extensively on information systems and technology to operate and manage our business and summarize operating results.

We are in the process of a multi-year implementation of an updated global enterprise resource planning (“ERP”) system in connection with moving to digital processes under our Transformation Program.

Ultimately, this ERP system will update our existing operating and transactional financial systems.

The ERP system is designed to accurately maintain our financial records, enhance operational functionality and provide timely information to our management team related to the operation of the business.

The ERP system implementation process has required, and will continue to require, the investment of significant personnel and financial resources.

We may not be able to successfully implement the ERP system without experiencing delays, increased costs and other difficulties.

If we are unable to successfully design and implement the updated ERP system as planned, our financial position, results of operations and cash flows could be negatively impacted.

Additionally, if we do not effectively implement the ERP system as planned or the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess those controls adequately could be further delayed.

commitments to extend further credit.

As of December 31, 2023, we had $2,006.8 million of total debt outstanding on a consolidated basis.

In addition, while most of the asbestos claims against us are covered

ESG initiatives.

While we maintain cybersecurity insurance, the costs related to cybersecurity threats or incidents may not be fully insured, and future cybersecurity coverage may become more expensive if we experience a cybersecurity incident.

For information on our cybersecurity risk management, strategy and governance, see ITEM 1C.- Cybersecurity.

Further, this insurance may not provide adequate protection against potential or previously existing liabilities.

In addition, some of our businesses, customers, and dealers are subject to various laws and regulations regarding consumer

For example, the Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax, are in the process of being adopted by a number of jurisdictions in which we operate.

In particular, the U.K. has completed passage of legislation to comply with the Pillar Two framework, which became effective at the start of 2024.

We expect Pillar Two to have a negative 1.0% to 1.5% impact to our effective tax rate in 2024.

That impact could change in the future as we continue to evaluate the enacted legislative changes and as new guidance becomes available.

The standard rate of CAT for gifts and inheritances received above this threshold is 33%.

The COVID-19 pandemic may have a material negative impact on our business, financial condition, results of operations and cash flows.

Our business and financial results have been and may continue to be negatively impacted by the COVID-19 pandemic and its repercussions.

The severity, magnitude and duration of the current COVID-19 pandemic remains uncertain, rapidly changing and hard to predict.

In 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:

- Due to the impacts of the COVID-19 pandemic, we have experienced and may continue to experience reductions in customer demand for certain products and in certain end-markets.

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

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

- Government or regulatory responses to the COVID-19 pandemic have and may continue to negatively impact our business.

Mandatory lockdowns or other restrictions on operations in some countries have previously temporarily disrupted our ability to manufacture in or distribute our products to or from some of these markets.

A reoccurrence of these disruptions could materially adversely impact our operations and results.

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.

These actions could cause related supply chain delays, which could significantly impact our ability to support our operations and customers, meet demand, develop new products, ship our 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.

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

There still remains much uncertainty around the COVID-19 pandemic and its duration, severity and ultimate 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 herein and any of these impacts could materially adversely affect our business, financial condition, results of operations and cash flows.

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

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.

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

Our ability to

business and result in a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

In addition, while most of

Our products, manufacturing facilities and business operations are subject to certain statutory and regulatory requirements.

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

Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” [added: or] “future” or words, [removed: phrases] [added: phrases,] or terms of similar substance or the negative [removed: thereof,] [added: thereof] are forward-looking statements.

These factors include the overall global economic and business conditions impacting our business, including the strength of housing and related markets and conditions relating to [removed: the conflict between Russia and Ukraine and related sanctions;] [added: international hostilities;] supply, demand, logistics, competition and pricing pressures related to and in the markets we serve; the ability to achieve the benefits of our restructuring plans, cost reduction initiatives and [removed: transformation program;] [added: Transformation Program;] the impact of raw material, logistics and labor costs and other inflation; volatility in currency exchange [added: rates and interest] rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; risks associated with operating foreign businesses; 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 [removed: and in 2022 we were] comprised of [removed: two] [added: three] reporting segments: [removed: Consumer Solutions and] [added: Flow (formerly named the] Industrial & Flow [removed: Technologies.][added: Technologies segment), Water Solutions and Pool.]

For the year ended December 31, [removed: 2022,] [added: 2023,] the [removed: Consumer] [added: Flow, Water] Solutions and [removed: Industrial & Flow Technologies] [added: Pool] segments represented approximately [removed: 64%] [added: 38%, 29%] and [removed: 36%] [added: 33%] of total revenues, respectively.

[removed: On] [added: In] July [removed: 28,] 2022, as part of our [removed: Consumer] [added: Water] 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.

The following trends and uncertainties affected our financial performance in [removed: 2022,] [added: 2023,] and are reasonably likely to impact our results in the future:

- [removed: We] [added: In 2023, we] executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

We expect these actions to continue into [removed: 2023] [added: 2024] and to drive margin growth.

During [removed: 2022,] [added: 2023,] we made strategic progress on our Transformation Program initiatives with a [removed: primary] focus on [removed: two of] our four key themes of pricing [removed: excellence and] [added: excellence,] strategic [removed: sourcing and built capabilities across all themes, including the other two of] [added: sourcing,] operations excellence and organizational effectiveness.

We expect to continue to execute on our key Transformation Program initiatives to drive margin expansion and [removed: expect] to continue to incur transformation costs in [removed: 2023] [added: 2024] and beyond.

- [removed: We experienced] inflationary [added: cost] increases [removed: in costs] [added: due to high demand and limited supply] of raw materials such as metals, resins and electronics [removed: (including drives and motors), as well as increases in logistics, transportation] [added: along with increased logistics] and labor [removed: costs.][added: costs;]

[removed: - We] [added: *•*We] have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S. We [removed: are reinforcing that] [added: expect to continue investing in] our businesses [removed: more effectively address] [added: to drive] these opportunities through research and development and additional sales and marketing resources.

In [removed: 2023,] [added: 2024,] our operating objectives focus on delivering our core and building our future.

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

| *In millions* | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] vs [removed: 2021] [added: 2022] | | | [removed: 2021] [added: 2022] vs [removed: 2020] [added: 2021] | | |

| Net sales | | | $ | [removed: 4,121.8] [added: 4,104.5] | | $ | [removed: 3,764.8] [added: 4,121.8] | | $ | [removed: 3,017.8] [added: 3,764.8] | | | | | [removed: 9.5] [added: (0.4)] | | % | [removed: 24.8] [added: 9.5] | | % |

| Cost of goods sold | | | [removed: 2,757.2] [added: 2,585.3] | | | [removed: 2,445.6] [added: 2,757.2] | | | [removed: 1,960.2] [added: 2,445.6] | | | | | | [removed: 12.7] [added: (6.2)] | | % | [removed: 24.8] [added: 12.7] | | % |

| Gross profit | | | [removed: 1,364.6] [added: 1,519.2] | | | [removed: 1,319.2] [added: 1,364.6] | | | [removed: 1,057.6] [added: 1,319.2] | | | | | | [removed: 3.4] [added: 11.3] | | % | [removed: 24.7] [added: 3.4] | | % |

| *% of net sales* | | | [removed: *33.1*] [added: *37.0*] | | *%* | [removed: *35.0*] [added: *33.1*] | | *%* | *35.0* | | *%* | | | | [removed: *(1.9)*] [added: *3.9*] | | *pts* | [removed: *—*] [added: *(1.9)*] | | *pts* |

| Selling, general and administrative | | | [removed: 677.1] [added: 680.2] | | | [removed: 596.4] [added: 677.1] | | | [removed: 520.5] [added: 596.4] | | | | | | [removed: 13.5] [added: 0.5] | | % | [removed: 14.6] [added: 13.5] | | % |

| *% of net sales* | | | [removed: *16.4*] [added: *16.6*] | | *%* | [removed: *15.8*] [added: *16.4*] | | *%* | [removed: *17.2*] [added: *15.8*] | | *%* | | | | [removed: *0.6*] [added: *0.2*] | | *pts* | [removed: *(1.4)*] [added: *0.6*] | | *pts* |

| Research and development | | | [removed: 92.2] [added: 99.8] | | | [removed: 85.9] [added: 92.2] | | | [removed: 75.7] [added: 85.9] | | | | | | [removed: 7.3] [added: 8.2] | | % | [removed: 13.5] [added: 7.3] | | % |

| *% of net sales* | | | [removed: *2.2*] [added: *2.4*] | | *%* | [removed: *2.3*] [added: *2.2*] | | *%* | [removed: *2.5*] [added: *2.3*] | | *%* | | | | [removed: *(0.1)*] [added: *0.2*] | | *pts* | [removed: *(0.2)*] [added: *(0.1)*] | | *pts* |

| Operating income | | | [removed: 595.3] [added: 739.2] | | | [removed: 636.9] [added: 595.3] | | | [removed: 461.4] [added: 636.9] | | | | | | [removed: (6.5)] [added: 24.2] | | % | [removed: 38.0] [added: (6.5)] | | % |

| *% of net sales* | | | [removed: *14.4*] [added: *18.0*] | | *%* | [removed: *16.9*] [added: *14.4*] | | *%* | [removed: *15.3*] [added: *16.9*] | | *%* | | | | [removed: *(2.5)*] [added: *3.6*] | | *pts* | [removed: *1.6*] [added: *(2.5)*] | | *pts* |

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

| Net interest expense | | | [removed: 61.8] [added: 118.3] | | | [removed: 12.5] [added: 61.8] | | | [removed: 23.9] [added: 12.5] | | | | | | N.M. | | | [removed: (47.7)] [added: N.M.] | | [removed: %] |

| Other [removed: (income)] expense [added: (income)] | | | [removed: (16.9)] [added: 2.0] | | | [removed: (1.0)] [added: (16.9)] | | | [removed: 5.3] [added: (1.0)] | | | | | | N.M. | | | N.M. | | |

| Income from continuing operations before income taxes | | | [removed: 550.6] [added: 618.9] | | | [removed: 626.8] [added: 550.6] | | | [removed: 432.1] [added: 626.8] | | | | | | [removed: (12.2)] [added: 12.4] | | % | [removed: 45.1] [added: (12.2)] | | % |

| [removed: Provision] [added: (Benefit) provision] for income taxes | | | [removed: 67.4] [added: (4.0)] | | | [removed: 70.8] [added: 67.4] | | | [removed: 75.0] [added: 70.8] | | | | | | [removed: (4.8)] [added: N.M.] | | [removed: %] | [removed: (5.6)] [added: (4.8)] | | % |

| *Effective tax rate* | | | [removed: *12.2*] [added: *(0.6)*] | | *%* | [removed: *11.3*] [added: *12.2*] | | *%* | [removed: *17.4*] [added: *11.3*] | | *%* | | | | [removed: *0.9*] [added: *(12.8)*] | | *pts* | [removed: *(6.1)*] [added: *0.9*] | | *pts* |

| | | | [removed: 2022] [added: 2023] vs [removed: 2021] [added: 2022] | | | [removed: 2021] [added: 2022] vs [removed: 2020] [added: 2021] | | |

| Volume | | | [removed: (7.1)] [added: (11.3)] | | % | [removed: 16.3] [added: (7.1)] | | % |

| Price | | | [removed: 13.3] [added: 6.4] | | | [removed: 4.6] [added: 13.3] | | |

| Core growth | | | [removed: 6.2] [added: (4.9)] | | | [removed: 20.9] [added: 6.2] | | |

| Acquisition/Divestiture | | | [removed: 5.5] [added: 4.4] | | | [removed: 2.6] [added: 5.5] | | |

| Currency | | | [removed: (2.2)] [added: 0.1] | | | [removed: 1.3] [added: (2.2)] | | |

| Total | | | [removed: 9.5] [added: (0.4)] | | % | [removed: 24.8] [added: 9.5] | | % |

*The [removed: 9.5] [added: 3.9] percent increase in [removed: consolidated] net sales [added: for Pool] in 2022 from 2021 was primarily the result of:*

[removed: *•*increases in] [added: - increased] selling prices to mitigate [removed: a rise in] inflationary [removed: costs;][added: cost increases;]

- The current volatile market for commodities has the potential to drive price increases in our supply chain.

While we have taken pricing actions and implemented transformation initiatives that we expect to improve productivity and offset cost increases, we anticipate supply chain pressures and inflationary cost increases to continue into 2024.

*•*The Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”), for a global 15.0% minimum tax, are in the process of being adopted by a number of jurisdictions in which we operate.

In particular, the U.K. has completed passage of legislation to comply with the Pillar Two framework, which became effective at the start of 2024.

We expect Pillar Two to have a negative 1.0% to 1.5% impact to our effective tax rate in 2024.

That impact could change in the future as we continue to evaluate the enacted legislative changes and as new guidance becomes available.

*The 0.4 percent decrease in consolidated net sales in 2023 from 2022 was primarily the result of:*

- decreased sales volume in our residential business within our Flow segment compared to the prior year;

- decreased sales volume in our residential business within our Water Solutions segment driven by lower demand compared to the prior year and certain business exits announced in the second half of 2022; and

- decreased sales volume in our Pool segment primarily due to higher channel inventory and lower demand compared to the prior year.

- increased selling prices to mitigate a rise in inflationary costs as well as lower rebates and incentives in our Pool segment;

- increased sales within our Water Solutions segment from the acquisition of Manitowoc Ice, which was completed in the third quarter of 2022;

- increased sales volume in our commercial business within our Water Solutions segment driven by demand and easing of supply chain pressures, which allowed increased productivity and delivery to market; and

- increased selling prices to mitigate impacts of inflation as well as lower rebates and incentives in our Pool segment;

*•*increased productivity within our Water Solutions segment as a result of certain transformation and restructuring initiatives;

- increased productivity in our Flow segment mainly driven by manufacturing leverage and transformation initiatives;

*•*inflationary cost increases related to labor costs and certain raw materials; and

- inventory impairments and write-offs of $7.0 million in 2023.

- higher employee compensation costs compared to the prior year; and

- the favorable impact of worthless stock deductions related to exiting certain businesses in our Water Solutions segment;

- the favorable impact of discrete items primarily related to increases in tax basis in assets located in foreign jurisdictions; and

Flow

- increased sales volume in our commercial and industrial solutions businesses in 2023 compared to the prior year; and

*•*decreased sales volume in our residential business in 2023 compared to the prior year.

| | | | 2023 | | | 2022 | | |

- increased productivity mainly driven by manufacturing leverage and transformation initiatives.

*•*inflationary cost increases related to labor costs and certain raw materials.

Water Solutions

| Net sales | | | $ | 1,177.2 | | $ | 986.8 | | $ | 769.9 | | | | | 19.3 | | % | 28.2 | | % |

| Segment income | | | 247.6 | | | 149.0 | | | 101.7 | | | | | | 66.2 | | % | 46.5 | | % |

| *% of net sales* | | | *21.0* | | *%* | *15.1* | | *%* | *13.2* | | *%* | | | | *5.9* | | *pts* | *1.9* | | *pts* |

| | | | 2023 vs 2022 | | | 2022 vs 2021 | | |

| Volume | | | (2.0) | | % | (6.2) | | % |

| Price | | | 3.1 | | | 15.1 | | |

| Core growth | | | 1.1 | | | 8.9 | | |

| Acquisition/Divestiture | | | 18.5 | | | 21.9 | | |

| Currency | | | (0.3) | | | (2.6) | | |

| Total | | | 19.3 | | % | 28.2 | | % |

*The 19.3 percent increase in net sales for Water Solutions in 2023 from 2022 was primarily the result of:*

- increased sales as a result of the acquisition of Manitowoc Ice, which was completed in the third quarter of 2022;

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.

- We experienced supply chain challenges, including increased lead times for raw materials due to availability constraints and high 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 2023, and which may continue thereafter and could negatively impact our results of operations.

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 2023, and which may continue thereafter and could negatively impact our results of operations.

- 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.

There are many uncertainties regarding the COVID-19 pandemic, including the 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 and distribution capacity, as well as the impact of governmental regulations imposed in response to the pandemic.

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

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

*•*sales volume decrease in our Consumer Solutions segment mainly driven by our pool and residential water treatment businesses;

- sales volume decrease in our residential and irrigation flow businesses within our Industrial & Flow Technologies segment; and

- inflationary cost increases due to tight supply of raw materials such as metals, resins and electronics;

- higher logistics and labor costs due to increased demand, additional headcount and factory labor wage increases;

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

- 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;

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

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

Consumer Solutions

| Net sales | | | $ | 2,619.5 | | $ | 2,341.9 | | $ | 1,742.9 | | | | | 11.9 | | % | 34.4 | | % |

| Segment income | | | 611.1 | | | 554.4 | | | 419.1 | | | | | | 10.2 | | % | 32.3 | | % |

| *% of net sales* | | | *23.3* | | *%* | *23.7* | | *%* | *24.0* | | *%* | | | | *(0.4)* | | *pts* | *(0.3)* | | *pts* |

| Volume | | | (10.9) | | % | 23.8 | | % |

| Core growth | | | 4.1 | | | 29.5 | | |

| Acquisition | | | 8.8 | | | 4.3 | | |

| Currency | | | (1.0) | | | 0.6 | | |

| Total | | | 11.9 | | % | 34.4 | | % |

| Inflation | | | (9.2) | | | (7.7) | | |

| Productivity | | | (2.0) | | | 2.5 | | |

| Total | | | (0.4) | | pts | (0.3) | | pts |

Our debt portfolio as of December 31, [removed: 2022,] [added: 2023,] was comprised of debt [removed: predominantly] denominated in U.S. dollars.

This debt portfolio is comprised of [removed: 35%] [added: 41%] fixed-rate debt and [removed: 65%] [added: 59%] variable-rate debt.

Based on the fixed-rate debt included in our debt portfolio, as of December 31, [removed: 2022,] [added: 2023,] a 100 basis point increase or decrease in interest rates would result in [added: approximately] a [removed: $50.1] [added: $48] million decrease or [removed: $54.3] [added: a $52] million increase in fair [removed: value,] [added: value of total fixed rate debt outstanding,] respectively.

[removed: Based on the variable-rate debt included] [added: A 100 basis point fluctuation] in [added: interest rates associated with] our [added: variable-rate] debt [removed: portfolio] as of December 31, [removed: 2022, a 100 basis point increase or decrease in] [added: 2023, inclusive of our] interest [removed: rates] [added: rate swaps and collars,] would result in [removed: a $15.2 million] [added: an] increase [added: of approximately $7 million] or decrease [added: of approximately $8 million] in interest incurred.

At December 31, [removed: 2022,] [added: 2023,] we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of [removed: $9.4] [added: $23.9] million.

At December 31, [removed: 2022,] [added: 2023,] we had outstanding cross currency swap agreements with a combined notional amount of [removed: $746.3] [added: $940.2] million.

A 10% appreciation or a 10% depreciation of the U.S. dollar relative to the Euro would result in a change in accumulated other comprehensive income of approximately [removed: $55] [added: $73] million.

We manage our exposure to certain interest rate risks related to our variable rate debt through the use of interest rate swaps and collars.

We enter into these agreements to hedge the variability of interest expense and cash flows attributable to changes in interest rates of our variable rate debt.

As of December 31, 2023, we had an aggregate notional amount of $300.0 million and $200.0 million in interest rate swaps and collars, respectively, that are designated as cash flow hedges.

Refer to ITEM 8, Note 9 of the Notes to Consolidated Financial Statements for additional information regarding our interest rate swaps and collars.

From our residential and commercial water solutions to industrial water management and everything in between, Pentair is focused on [removed: creating a better world for people and our planet through] smart, sustainable water [removed: solutions.][added: solutions that help people and the planet thrive.]

[removed: On] [added: In] July [removed: 28,] 2022, as part of our [removed: Consumer] [added: Water] 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.

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

[removed: Residential] [added: This segment designs, manufactures] and [added: sells a complete line of energy-efficient residential and] commercial pool equipment and accessories [removed: include] [added: including] pumps, filters, heaters, lights, automatic controls, automatic cleaners, maintenance equipment and pool accessories.

[removed: Water] [added: This segment designs, manufactures and sells commercial and residential water] treatment products and systems [removed: include] [added: including] pressure tanks, control valves, activated carbon products, commercial ice machines, conventional filtration products, and point-of-entry and point-of-use [added: water treatment] systems.

Applications for our pool [removed: business’s] products include residential and commercial pool maintenance, [added: pool] repair, renovation, service and [removed: construction.][added: construction and aquaculture solutions.]

[removed: Our] [added: These] water treatment products and systems are used in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial [removed: total] water management and filtration in [removed: food service] [added: foodservice] operations.

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

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

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

One customer in the [removed: Consumer Solutions’ pool] [added: Pool] business represented approximately [added: 15% and] 20% of our consolidated net sales in [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022, respectively.]

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

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

[removed: The Industrial & Flow Technologies] [added: This] segment [added: designs,] manufactures and sells a variety of fluid treatment [added: and pump] products [removed: (advanced] [added: and systems, including pressure vessels, gas recovery solutions,] membrane [added: bioreactors, wastewater reuse systems and advanced membrane] filtration, separation systems, [removed: membrane bioreactors), pumps (water supply pumps,] water disposal pumps, [removed: solid handling] [added: water supply] pumps, fluid transfer pumps, turbine [removed: pumps), valves,] [added: pumps, solid handling pumps,] and [added: agricultural] spray [removed: nozzles as well as systems combining these products (process filtration systems, gas recovery solutions).][added: nozzles, while serving the global residential, commercial and industrial markets.]

[removed: They] [added: These products and systems] are used in a range of applications, [added: including fluid delivery, ion exchange, desalination,] food and beverage, [removed: fluid] separation technologies [removed: (oil] [added: for the oil] and gas [added: industry, residential] and [removed: other industries),] [added: municipal wells,] water [removed: and wastewater] treatment, [removed: water wells,] [added: wastewater solids handling,] pressure boosting, [added: circulation and transfer,] fire suppression, flood control, agricultural [removed: irrigation, crop spray and fluid circulation] [added: irrigation] and [removed: transfer.][added: crop spray.]

For the fiscal year ended December 31, [removed: 2022,] [added: 2023,] our residential and irrigation flow [removed: businesses] [added: businesses, which sell pumps focused on residential and agriculture,] comprised approximately [removed: 45%] [added: 39%] of [removed: the Industrial &] Flow [removed: Technologies] sales.

Another approximately [removed: 25%] [added: 27%] of [added: Flow] sales were from the commercial & infrastructure flow businesses, which sell larger pumps focused on fire suppression, [removed: waste water] [added: wastewater] and flood control.

The remaining approximately [removed: 30%] [added: 34%] of [added: Flow] sales were from the industrial solutions business, comprised of applications focused on industrial process filtration and sustainable gas.

[removed: Industrial &] Flow [removed: Technologies] brand names include [removed: Pentair,] [added: Pentair Flow,] Aurora, Berkeley, Codeline, Fairbanks-Nijhuis, Haffmans, Hydromatic, Hypro, Jung Pumpen, Myers, Sta-Rite, Shurflo, Südmo and X-Flow.

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

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

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

[removed: | Water Solutions | | | 986.8 | | | 769.9 | | | 619.4 | | |][added: Water Solutions]

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

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

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

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 11,250] [added: 10,500] employees worldwide, of which approximately [removed: 53%] [added: 49%] 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 [removed: include:] [added: include] town hall meetings where Pentair leaders share strategies and perspectives; quarterly leadership [removed: webcasts] [added: meetings] to help ensure our results and expectations are clearly communicated; [added: and] an annual [removed: global] [added: senior] leadership meeting to help drive growth and productivity [removed: initiatives and] [added: initiatives,] share best [removed: practices;] [added: practices,] and [removed: a feedback feature on] [added: invest in] our [removed: employee intranet.][added: leaders.]

In addition, we [removed: periodically] conduct employee engagement and [removed: culture] [added: pulse] surveys [added: multiple times a year] to gauge the level of engagement and actions needed on culture, [removed: engagement] [added: the business, employee experience] and retention.

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

Additionally, our annual talent management process [removed: allows] [added: supports] employees to [added: set objectives, receive feedback and development, and] build development plans with their [removed: leaders to advance their careers.][added: leaders.]

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

The following sets forth information regarding the diversity of our workforce as of December 31, [removed: 2022:][added: 2023:]

All locations, enterprise wide, must meet and/or exceed regulatory agency standards as applicable to each [removed: plant’s] [added: site’s] location.

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

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

Through engagement with these stakeholders, internal business leaders and subject matter experts, we identified [added: key] ESG [removed: goals,] [added: topic areas,] which ultimately culminated [removed: into] [added: in] Pentair’s Social Responsibility [removed: Targets,] [added: Strategic Targets (“Strategic Targets”),] which we announced in 2021.

See ITEM 1A “Risk Factors [removed: -] [added: –] We are exposed to potential environmental laws, liabilities and litigation.”

Pentair is comprised of three reportable business segments: Flow, Water Solutions and Pool.

Flow

The Flow segment (formerly named the Industrial & Flow Technologies segment) delivers water where it is needed, when it is needed, more efficiently and transforms waste into value.

Such demand historically has been at seasonal highs from April to August.

The Water Solutions segment provides great tasting, higher-quality water and ice while helping people use water more productively.

For the fiscal year ended December 31, 2023, our commercial business, which products include pressure tanks, control valves, activated carbon products, commercial ice machines, conventional filtration products, and commercial point-of-entry and point-of-use water treatment systems, comprised approximately 67% of Water Solutions sales.

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

The other approximately 33% of Water Solutions sales were associated with our residential business, which primarily focuses on products associated with residential point of entry and point of use filtration and softening systems.

Water Solutions customers include businesses engaged in wholesale and retail distribution in the residential, commercial and food and beverage vertical markets.

We experience seasonal demand with several end customers and end users within Water Solutions.

End-user demand for water solution products generally follows warm weather trends and is at seasonal highs from April to September.

Competition focuses on brand names, product performance (including required specifications), quality and price.

Pool

The Pool segment provides innovative, energy-efficient pool solutions to help people more sustainably enjoy water.

The primary brand names associated with the Pool segment are Pentair Pool, Kreepy Krauly, Pleatco and Sta-Rite.

Customers

Customers in the residential and commercial verticals also include end users and consumers.

Seasonality

Competition

Pool faces numerous domestic and international competitors, some of which have substantially greater resources directed to the vertical markets in which we compete.

We compete by offering a wide variety of innovative and high-quality products, which are competitively priced.

We believe our distribution channels and reputation for quality also provide us a competitive advantage.

We believe the majority of such materials are available through multiple sources and in adequate supply.

Global container transportation delays may also affect raw material availability and lead times.

We support our Win Right culture by providing dedicated culture training to all our employees globally.

We provide those insights transparently down to the manager level to drive quick insights, development and action planning to drive change.

We recently rolled out career pathing and development resources for all functions throughout Pentair.

We support development annually with a dedicated career week, individual development planning and targeted development experiences supported through live training sessions; on-demand eLearning and virtual classrooms; and downloadable materials.

| Minorities (1) | | | 38% | | | 24% | | |

| Women (2) | | | 31% | | | 31% | | |

In 2023, Pentair completed a refreshed ESG assessment in alignment with the European Union’s Corporate Sustainability Reporting Directive (“CSRD”).

This assessment supported the topics focused on for our Strategic Targets and they remain in effect.

We expect to use the results of our updated ESG assessment for continued sustainability strategic planning and risk management, as well as to determine future disclosure requirements under CSRD.

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.”

Consumer Solutions

The Consumer Solutions segment designs, manufactures and sells energy-efficient residential and commercial pool equipment and accessories, and commercial and residential water treatment products and systems.

The primary focus of this segment is business-to-consumer.

For the fiscal year ended December 31, 2022, our pool business comprised approximately 60% of the Consumer Solutions sales.

The pool business is a leader in North American pool equipment, serving an end market that is primarily replacement.

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

Industrial & Flow Technologies

These products and systems serve the global residential, commercial, industrial, agricultural and infrastructure vertical markets.

The primary focus of this segment is business-to-business.

The residential and irrigation flow businesses sell pumps focused on residential and agriculture.

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 | |

| 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.

These resources include: live training sessions; on-demand eLearning and virtual classrooms; and downloadable materials.

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

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

Refer to *“Legal proceedings”* and *“Environmental matters”* within [Note 15 “Commitments and [removed: Contingencies”](#ia8f9ace2b2274a5b845e2804a648606b_154),] [added: Contingencies”](#idfb922b5c44e4373bae8123a2b3eac7b_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”](#ia8f9ace2b2274a5b845e2804a648606b_16)] [added: flows”](#idfb922b5c44e4373bae8123a2b3eac7b_16)] related to asbestos matters.

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

[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: $45.77] [added: $64.60] per share as reported on the New York Stock Exchange on June 30, [removed: 2022] [added: 2023] (the last business day of Registrant’s most recently completed second quarter): [removed: $7,452,025,298.][added: $10,553,275,633.]

The number of shares outstanding of Registrant’s only class of common stock on December 31, [removed: 2022] [added: 2023] was [removed: 164,542,943.][added: 165,334,513.]

Parts of the Registrant’s definitive proxy statement for its annual general meeting to be held on May [removed: 9, 2023,] [added: 7, 2024,] 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: 2022][added: 2023]

| ITEM 1. | | | | | | [removed: [Business](#ia8f9ace2b2274a5b845e2804a648606b_13)] [added: [Business](#idfb922b5c44e4373bae8123a2b3eac7b_13)] | | | | | | [removed: [1](#ia8f9ace2b2274a5b845e2804a648606b_13)] [added: [1](#idfb922b5c44e4373bae8123a2b3eac7b_13)] | | |

| ITEM 1A. | | | | | | [Risk [removed: Factors](#ia8f9ace2b2274a5b845e2804a648606b_16)] [added: Factors](#idfb922b5c44e4373bae8123a2b3eac7b_16)] | | | | | | [removed: [6](#ia8f9ace2b2274a5b845e2804a648606b_16)] [added: [6](#idfb922b5c44e4373bae8123a2b3eac7b_16)] | | |

| ITEM 1B. | | | | | | [Unresolved Staff [removed: Comments](#ia8f9ace2b2274a5b845e2804a648606b_19)] [added: Comments](#idfb922b5c44e4373bae8123a2b3eac7b_19)] | | | | | | [removed: [18](#ia8f9ace2b2274a5b845e2804a648606b_19)] [added: [18](#idfb922b5c44e4373bae8123a2b3eac7b_19)] | | |

| ITEM 2. | | | | | | [removed: [Properties](#ia8f9ace2b2274a5b845e2804a648606b_22)] [added: [Properties](#idfb922b5c44e4373bae8123a2b3eac7b_22)] | | | | | | [removed: [18](#ia8f9ace2b2274a5b845e2804a648606b_22)] [added: [20](#idfb922b5c44e4373bae8123a2b3eac7b_22)] | | |

| ITEM 3. | | | | | | [Legal [removed: Proceedings](#ia8f9ace2b2274a5b845e2804a648606b_25)] [added: Proceedings](#idfb922b5c44e4373bae8123a2b3eac7b_25)] | | | | | | [removed: [18](#ia8f9ace2b2274a5b845e2804a648606b_25)] [added: [20](#idfb922b5c44e4373bae8123a2b3eac7b_25)] | | |

| ITEM 4. | | | | | | [Mine Safety [removed: Disclosures](#ia8f9ace2b2274a5b845e2804a648606b_31)] [added: Disclosures](#idfb922b5c44e4373bae8123a2b3eac7b_31)] | | | | | | [removed: [18](#ia8f9ace2b2274a5b845e2804a648606b_28)] [added: [20](#idfb922b5c44e4373bae8123a2b3eac7b_28)] | | |

| ITEM 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia8f9ace2b2274a5b845e2804a648606b_37)] [added: Securities](#idfb922b5c44e4373bae8123a2b3eac7b_37)] | | | | | | [removed: [20](#ia8f9ace2b2274a5b845e2804a648606b_37)] [added: [22](#idfb922b5c44e4373bae8123a2b3eac7b_37)] | | |

| ITEM 6. | | | | | | [removed: [\[Reserved\]](#ia8f9ace2b2274a5b845e2804a648606b_40)] [added: [\[Reserved\]](#idfb922b5c44e4373bae8123a2b3eac7b_40)] | | | | | | [removed: [21](#ia8f9ace2b2274a5b845e2804a648606b_40)] [added: [23](#idfb922b5c44e4373bae8123a2b3eac7b_40)] | | |

| ITEM 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia8f9ace2b2274a5b845e2804a648606b_46)] [added: Operations](#idfb922b5c44e4373bae8123a2b3eac7b_46)] | | | | | | [removed: [22](#ia8f9ace2b2274a5b845e2804a648606b_46)] [added: [24](#idfb922b5c44e4373bae8123a2b3eac7b_46)] | | |

| ITEM 7A. | | | | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ia8f9ace2b2274a5b845e2804a648606b_64)] [added: Risk](#idfb922b5c44e4373bae8123a2b3eac7b_64)] | | | | | | [removed: [36](#ia8f9ace2b2274a5b845e2804a648606b_64)] [added: [40](#idfb922b5c44e4373bae8123a2b3eac7b_64)] | | |

| ITEM 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#ia8f9ace2b2274a5b845e2804a648606b_67)] [added: Data](#idfb922b5c44e4373bae8123a2b3eac7b_67)] | | | | | | [removed: [38](#ia8f9ace2b2274a5b845e2804a648606b_67)] [added: [42](#idfb922b5c44e4373bae8123a2b3eac7b_67)] | | |

| ITEM 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia8f9ace2b2274a5b845e2804a648606b_160)] [added: Disclosure](#idfb922b5c44e4373bae8123a2b3eac7b_160)] | | | | | | [removed: [77](#ia8f9ace2b2274a5b845e2804a648606b_160)] [added: [79](#idfb922b5c44e4373bae8123a2b3eac7b_160)] | | |

| ITEM 9A. | | | | | | [Controls and [removed: Procedures](#ia8f9ace2b2274a5b845e2804a648606b_163)] [added: Procedures](#idfb922b5c44e4373bae8123a2b3eac7b_163)] | | | | | | [removed: [77](#ia8f9ace2b2274a5b845e2804a648606b_163)] [added: [79](#idfb922b5c44e4373bae8123a2b3eac7b_163)] | | |

| ITEM 9B. | | | | | | [Other [removed: Information](#ia8f9ace2b2274a5b845e2804a648606b_166)] [added: Information](#idfb922b5c44e4373bae8123a2b3eac7b_166)] | | | | | | [removed: [77](#ia8f9ace2b2274a5b845e2804a648606b_166)] [added: [79](#idfb922b5c44e4373bae8123a2b3eac7b_166)] | | |

| ITEM 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia8f9ace2b2274a5b845e2804a648606b_169)] [added: Inspections](#idfb922b5c44e4373bae8123a2b3eac7b_169)] | | | | | | [removed: [77](#ia8f9ace2b2274a5b845e2804a648606b_169)] [added: [79](#idfb922b5c44e4373bae8123a2b3eac7b_169)] | | |

| ITEM 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia8f9ace2b2274a5b845e2804a648606b_175)] [added: Governance](#idfb922b5c44e4373bae8123a2b3eac7b_175)] | | | | | | [removed: [78](#ia8f9ace2b2274a5b845e2804a648606b_175)] [added: [80](#idfb922b5c44e4373bae8123a2b3eac7b_175)] | | |

| ITEM 11. | | | | | | [Executive [removed: Compensation](#ia8f9ace2b2274a5b845e2804a648606b_178)] [added: Compensation](#idfb922b5c44e4373bae8123a2b3eac7b_178)] | | | | | | [removed: [78](#ia8f9ace2b2274a5b845e2804a648606b_178)] [added: [80](#idfb922b5c44e4373bae8123a2b3eac7b_178)] | | |

| ITEM 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia8f9ace2b2274a5b845e2804a648606b_181)] [added: Matters](#idfb922b5c44e4373bae8123a2b3eac7b_181)] | | | | | | [removed: [79](#ia8f9ace2b2274a5b845e2804a648606b_181)] [added: [81](#idfb922b5c44e4373bae8123a2b3eac7b_181)] | | |

| ITEM 13. | | | | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#ia8f9ace2b2274a5b845e2804a648606b_184)] [added: Independence](#idfb922b5c44e4373bae8123a2b3eac7b_184)] | | | | | | [removed: [79](#ia8f9ace2b2274a5b845e2804a648606b_184)] [added: [81](#idfb922b5c44e4373bae8123a2b3eac7b_184)] | | |

| ITEM 14. | | | | | | [Principal Accounting Fees and [removed: Services](#ia8f9ace2b2274a5b845e2804a648606b_187)] [added: Services](#idfb922b5c44e4373bae8123a2b3eac7b_187)] | | | | | | [removed: [79](#ia8f9ace2b2274a5b845e2804a648606b_187)] [added: [81](#idfb922b5c44e4373bae8123a2b3eac7b_187)] | | |

| ITEM 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#ia8f9ace2b2274a5b845e2804a648606b_190)] [added: Schedules](#idfb922b5c44e4373bae8123a2b3eac7b_190)] | | | | | | [removed: [80](#ia8f9ace2b2274a5b845e2804a648606b_190)] [added: [82](#idfb922b5c44e4373bae8123a2b3eac7b_190)] | | |

| ITEM 16. | | | | | | [Form 10-K [removed: Summary](#ia8f9ace2b2274a5b845e2804a648606b_190)] [added: Summary](#idfb922b5c44e4373bae8123a2b3eac7b_190)] | | | | | | [removed: [83](#ia8f9ace2b2274a5b845e2804a648606b_193)] [added: [85](#idfb922b5c44e4373bae8123a2b3eac7b_193)] | | |

| | | | | | | [removed: [Signatures](#ia8f9ace2b2274a5b845e2804a648606b_196)] [added: [Signatures](#idfb922b5c44e4373bae8123a2b3eac7b_196)] | | | | | | [removed: [84](#ia8f9ace2b2274a5b845e2804a648606b_196)] [added: [86](#idfb922b5c44e4373bae8123a2b3eac7b_196)] | | |

| ITEM 1C. | | | | | | [Cybersecurity](#idfb922b5c44e4373bae8123a2b3eac7b_1623) | | | | | | [18](#idfb922b5c44e4373bae8123a2b3eac7b_1623) | | |

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

Our management and Board of Directors (the “Board”) recognize the importance of maintaining the security and resiliency of our cybersecurity environment to deliver on the expectations of our customers, dealers, business partners, employees and investors.

The Board is actively involved in our risk management practices, including oversight of our overall enterprise risk management (“ERM”) program, in which cybersecurity risk is included.

Our cybersecurity program is aligned with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”) and leverages International Organization for Standardization and other applicable industry standards.

Overall, the purpose of our information security program is to protect the confidentiality, integrity and availability of our systems and data, along with the safe operation of our connected products.

This is supported by our security operating framework, roadmap and governance.

Cybersecurity Risk Management and Strategy

Our cybersecurity program is focused on the following areas:

*Security governance*

We have established processes to assess, identify and manage material risks from cybersecurity threats.

Annual risk assessments are performed and incorporated as part of our ERM organizational process.

Strategic and operational cybersecurity risks are assessed, identified and managed by our cybersecurity team, which is led by our Chief Information Security Officer (the “CISO”).

Our cybersecurity team shares information regarding such risks with our Security Steering Committee, which consists of our Chief Financial Officer, General Counsel, Chief Human Resources Officer, Chief Technology Officer and Chief Supply Chain Officer, and our ERM function, both of which support the Board’s oversight of cybersecurity risk.

*Technical safeguards*

We deploy technical safeguards that are designed to protect our systems from cybersecurity threats, including firewalls, anti-malware software, and authentication and authorization controls.

Ongoing enhancements are integrated into our security roadmap, as informed by our security audits and assessments.

*Security and privacy incident response*

We have in place an incident response plan to identify, protect, detect, respond to and recover from cybersecurity threats and incidents.

The CISO, the Security Steering Committee, our Chief Executive Officer and the Board are notified of any material cybersecurity incidents through an established escalation process.

Our incident response team maintains a standard playbook to respond to any potential cybersecurity incidents.

We test and evaluate our plans on a regular basis.

*Third-party risk management*

We maintain a risk-based third-party risk management process to identify, assess and manage risks presented by service providers, vendors and other third parties that access our systems or that process or store our data.

*Security awareness and training*

We provide ongoing security awareness and training to educate internal users on how to identify and report potential issues.

Professional-level employees receive mandatory cybersecurity education and training.

Employee phishing tests are conducted on a regular basis.

Employees who do not follow protocol are redirected for additional training.

We also provide periodic updates to employees on emerging cybersecurity trends and ways to protect themselves and our company.

*Security audits and assessments*

We perform periodic security audits and assessments to test our cybersecurity program.

These efforts span across our cybersecurity program, including but not limited to audits, assessments, tabletop exercises, vulnerability scanning and penetration tests.

We regularly engage third parties to assess our cybersecurity program, including cybersecurity maturity assessments, penetration testing, and independent review of our security control environment and operating effectiveness.

The results of the assessments are included for review by the Security Steering Committee and the Audit and Finance Committee of the Board.

We believe our cybersecurity program is enhanced with the results of the audits, assessments and reviews performed.

Governance

The Board is responsible for general oversight of our risk management, including cybersecurity risk.

The Audit and Finance Committee of the Board is responsible for overseeing our risk exposure to information security, cybersecurity and data protection, as well as the steps management has taken to monitor and control such exposures.

Cybersecurity reviews are conducted at least quarterly and reported to the Board or the Audit and Finance Committee by the CISO and/or Chief Financial Officer at least quarterly.

Our cybersecurity team, which assesses and manages our risks from cybersecurity threats, is led by the CISO, who reports to our Chief Financial Officer.

Additional oversight for assessing and managing cybersecurity risk include the Security Steering Committee and as part of our ERM program.

Our operations are conducted in [removed: facilities] [added: sites] throughout the world.

These [removed: facilities] [added: sites] house manufacturing and distribution operations, as well as sales and marketing, engineering and administrative offices.

The following is a summary of our principal properties as of December 31, [removed: 2022,] [added: 2023,] including manufacturing, distribution, sales offices and service centers:

| [removed: Consumer] [added: Water] Solutions | | | U.S. and [removed: 9] [added: 6] foreign countries | | | [removed: 22] [added: 13] | | | [removed: 27] [added: 6] | | | [removed: 10] [added: 7] | | | [removed: 31] [added: 30] | | |

| [removed: Industrial &] Flow [removed: Technologies] | | | U.S. and [removed: 14] [added: 15] foreign countries | | | [removed: 20] [added: 21] | | | 10 | | | [removed: 4] [added: 5] | | | [removed: 10] [added: 9] | | |

| Corporate | | | U.S. and 3 foreign countries | | | — | | | — | | | [removed: 5] [added: 6] | | | — | | |

| Total | | | | | | [removed: 42] [added: 41] | | | [removed: 37] [added: 27] | | | [removed: 19] [added: 20] | | | [removed: 41] [added: 40] | | |

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

| | | | | | | No. of Sites | | | | | | | | | | | |

| Pool | | | U.S. and 2 foreign countries | | | 7 | | | 11 | | | 2 | | | 1 | | |

| | | | | | | No. of Facilities | | | | | | | | | | | |

| John L. Stauch | | | [removed: 58] [added: 59] | | | | | | President and Chief Executive Officer since 2018; Executive Vice President and Chief Financial Officer 2007 – 2018; Chief Financial Officer of the Automation and Control Systems unit of Honeywell International Inc. 2005 – 2007; Vice President, Finance and Chief Financial Officer of the Sensing and Controls unit of Honeywell International Inc. 2004 – 2005; Vice President, Finance and Chief Financial Officer of the Automation & Control Products unit of Honeywell International Inc. 2002 – 2004; Chief Financial Officer and IT Director of PerkinElmer Optoelectronics, a unit of PerkinElmer, Inc., 2000 – 2002. | | |

| Adrian C. Chiu | | | [removed: 44] [added: 45] | | | | | | [removed: Effective January 1, 2023, Mr. Chiu is] Executive Vice President and President of the [removed: new] Water Solutions reporting [removed: segment.] [added: segment since January 1, 2023;] Executive Vice President, Chief Human Resources Officer and Chief Transformation Officer 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: 59] [added: 60] | | | | | | Executive Vice President, Chief Financial Officer and Chief Accounting Officer since 2020; [removed: 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 – 2018; Senior Vice President and Chief Financial Officer of NCR Corporation 2010 – 2016; Vice President and Corporate Controller of NCR Corporation 2007 – 2009. | | |

| Tanya L. Hooper | | | [removed: 50] [added: 51] | | | | | | [removed: Effective January 1, 2023, Ms. Hooper is the] Executive Vice President and Chief Human Resources [removed: Officer.] [added: Officer since January 1, 2023;] 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. | | |

| Jerome O. Pedretti | | | [removed: 52] [added: 53] | | | | | | [removed: Effective January 1, 2023, Mr. Pedretti is] Executive Vice President and Chief Executive Officer of the [removed: new] Pool reporting [removed: segment.] [added: segment since January 1, 2023;] Executive Vice President and [removed: President, Industrial &] [added: President of the] Flow [removed: Technologies] [added: reporting segment] 2020 – 2022; Senior Vice President of Pentair’s former Aquatic Systems reporting segment 2016 – 2019; Vice President of Pentair’s former Valves & Controls business 2014 – 2016; Vice President Growth Strategy 2010 – 2014; Various business leadership positions of Pentair 2005 – 2014; Consultant at Bain & Co 2002 – 2005. | | |

| Stephen J. Pilla | | | [removed: 59] [added: 60] | | | | | | [removed: Effective January 1, 2023, Mr. Pilla is the] Executive Vice President, Chief Supply Chain Officer and Chief Transformation [removed: Officer.] [added: Officer since January 1, 2023;] Executive Vice President and Chief Supply Chain Officer [removed: since 2020;] [added: 2020 – 2022;] Vice President and Chief Supply Chain Officer of Red Wing Shoe Co. (a manufacturer of personal protection equipment and footwear) 2017 – 2020; Vice President and General Manager of Pentair’s former Enclosure Division 2015 – 2017; Vice President of Pentair’s Global Operations and Supply Chain 2014 – 2016; Vice President, Global Supply of Pentair 2009 – 2012; Various other business leadership positions of Pentair 2002 – 2009. | | |

| Karla C. Robertson | | | [removed: 52] [added: 53] | | | | | | Executive Vice President, General Counsel, Secretary and Chief Social Responsibility Officer since 2020; Executive Vice President, General Counsel and Secretary 2018 – 2020; General Counsel, Water segment 2017 – 2018; Executive Vice President, General Counsel and Corporate Secretary of SUPERVALU Inc. (a wholesaler and retailer of grocery products) 2013 – 2017; Vice President, Employment, Compensation and Benefits Law of SUPERVALU Inc. 2012 – 2013; Director, Employment Law of SUPERVALU Inc. 2011 – 2012; Senior Counsel, Employment Law of SUPERVALU Inc. 2009 – 2011; Senior Employee Relations Counsel of Target Corporation 2006 – 2008; Associate, Faegre & Benson LLP 2000 – 2005; Judicial Clerk, United States District Court for the Southern District of Iowa 1998 – 2000. | | |

| Philip M. Rolchigo | | | [removed: 61] [added: 62] | | | | | | Executive Vice President and Chief Technology Officer since 2018; Chief Technology Officer 2017 – 2018; Vice President of Technology 2015 – 2017; Vice President of Engineering 2007 – 2015; Business Development Director of Water Technologies business of GE Global Research Center 2006 – 2007; Director of Technology of GE Water & Process Technologies 2003 – 2006; Chief Technology Officer of Osmonics 2000 – 2003; Vice President of Research & Development of Osmonics 1998 – 2000. | | |

| De’Mon L. Wiggins | | | [removed: 48] [added: 49] | | | | | | [removed: Effective January 1, 2023, Mr. Wiggins is] Executive Vice President and President of the [removed: Industrial &] Flow [removed: Technologies segment.] [added: reporting segment since January 1, 2023;] 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. | | |

Our ordinary shares are listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “PNR.” As of December 31, [removed: 2022,] [added: 2023,] there were [removed: 12,940] [added: 12,363] shareholders of record.

Pentair has paid [removed: 188] [added: 192] consecutive quarterly cash dividends, including most recently a dividend of [removed: $0.21] [added: $0.22] per share in the fourth quarter of [removed: 2022.][added: 2023.]

On December [removed: 12, 2022,] [added: 11, 2023,] Pentair’s Board of Directors approved a [removed: 5 percent increase in the Company’s] regular quarterly cash dividend [removed: rate (from $0.21] [added: of $0.23] per share [removed: to $0.22 per share)] that was paid on February [removed: 3, 2023] [added: 2, 2024] to shareholders of record at the close of business on January [removed: 20, 2023.][added: 19, 2024.]

[removed: 2023] [added: This dividend reflects a 5 percent increase in the Company’s regular cash dividend rate and] marks the [removed: 47th] [added: 48th] 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: 2017] [added: 2018] and the reinvestment of all dividends since that date to December 31, [removed: 2022.][added: 2023.]

The graph also contains for comparison purposes the S&P 500 [removed: Index and] [added: Index,] the S&P 500 Industrials [removed: Index,] [added: Index and the S&P Mid Cap 400 Index] assuming the same investment level and reinvestment of dividends.

On the basis of our size and diversity of businesses, we believe the S&P 500 Industrials Index [removed: is an] [added: and the S&P Mid Cap 400 Index are] appropriate published industry [removed: index] [added: indexes] for comparison purposes.

[removed: ][added: ]

| Company / Index | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023] | | | [added: | | |]

The following table provides information with respect to purchases we made of our ordinary shares during the fourth quarter of [removed: 2022:][added: 2023:]

| October 1 – October [removed: 29] [added: 28] | | | [removed: 86] [added: 4,679] | | | $ | [removed: 41.81] [added: 63.56] | | — | | | $ | 600,002,203 | |

| October [removed: 30] [added: 29] – November [removed: 26] [added: 25] | | | [removed: 1,014] [added: 594] | | | [removed: 42.50] [added: 60.99] | | | — | | | 600,002,203 | | |

| November [removed: 27] [added: 26] – December 31 | | | [removed: 1,432] [added: 1,283] | | | [removed: 46.20] [added: 65.23] | | | — | | | 600,002,203 | | |

(a)The purchases in this column include [removed: 86] [added: 4,679] shares for the period October 1 – October [removed: 29, 1,014] [added: 28, 594] shares for the period October [removed: 30] [added: 29] – November [removed: 26,] [added: 25,] and [removed: 1,432] [added: 1,283] shares for the period November [removed: 27] [added: 26] – 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.

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

[removed: The 2020 Authorization] [added: This authorization] expires on December 31, 2025.

[removed: We have] [added: As of December 31, 2023, we had] $600.0 million remaining availability for repurchases under [removed: the 2020 Authorization.][added: this authorization.]

| Pentair plc | | | $ | 100 | | | | | $ | 123.68 | | $ | 145.80 | | $ | 203.02 | | $ | 127.14 | | $ | 208.71 | |

| S&P 500 Index | | | 100 | | | | | | 131.49 | | | 155.68 | | | 200.37 | | | 164.08 | | | 207.21 | | |

| S&P 500 Industrials Index | | | 100 | | | | | | 131.97 | | | 162.55 | | | 207.89 | | | 167.55 | | | 218.55 | | |

| S&P Mid Cap 400 Index | | | 100 | | | | | | 124.05 | | | 138.70 | | | 170.89 | | | 146.14 | | | 167.26 | | |

| Total | | | 6,556 | | | | | | — | | | | | |

| 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 | | |

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

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on this assessment, management believes that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

We have audited the internal control over financial reporting of Pentair plc and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 21, 2023,] [added: 20, 2024,] expressed an unqualified opinion on those financial statements.

We have audited the accompanying consolidated balance sheets of Pentair plc and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations and comprehensive income, cash [removed: flows,] [added: flows] and changes in equity, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 21, 2023,] [added: 20, 2024,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

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

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

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

As of December 31, [removed: 2022,] [added: 2023,] the Company’s recorded UTP balance was [removed: $39.6] [added: $38.6] million.

[removed: *We] [added: We] have served as the Company’s auditor since [removed: 1977.*][added: 1977.]

| *In millions, except per-share data* | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Net sales | | | $ | [removed: 4,121.8] [added: 4,104.5] | | $ | [removed: 3,764.8] [added: 4,121.8] | | $ | [removed: 3,017.8] [added: 3,764.8] | |

| Cost of goods sold | | | [removed: 2,757.2] [added: 2,585.3] | | | [removed: 2,445.6] [added: 2,757.2] | | | [removed: 1,960.2] [added: 2,445.6] | | |

| Gross profit | | | [removed: 1,364.6] [added: 1,519.2] | | | [removed: 1,319.2] [added: 1,364.6] | | | [removed: 1,057.6] [added: 1,319.2] | | |

| Selling, general and administrative | | | [removed: 677.1] [added: 680.2] | | | [removed: 596.4] [added: 677.1] | | | [removed: 520.5] [added: 596.4] | | |

| Research and development | | | [removed: 92.2] [added: 99.8] | | | [removed: 85.9] [added: 92.2] | | | [removed: 75.7] [added: 85.9] | | |

| Operating income | | | [removed: 595.3] [added: 739.2] | | | [removed: 636.9] [added: 595.3] | | | [removed: 461.4] [added: 636.9] | | |

| Other [removed: (income) expense] [added: expense (income)] | | | | | | | | | | | |

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

| Net interest expense | | | [removed: 61.8] [added: 118.3] | | | [removed: 12.5] [added: 61.8] | | | [removed: 23.9] [added: 12.5] | | |

| Other [removed: (income)] expense [added: (income)] | | | [removed: (16.9)] [added: 2.0] | | | [removed: (1.0)] [added: (16.9)] | | | [removed: 5.3] [added: (1.0)] | | |

| Income from continuing operations before income taxes | | | [removed: 550.6] [added: 618.9] | | | [removed: 626.8] [added: 550.6] | | | [removed: 432.1] [added: 626.8] | | |

| [removed: Provision] [added: (Benefit) provision] for income taxes | | | [removed: 67.4] [added: (4.0)] | | | [removed: 70.8] [added: 67.4] | | | [removed: 75.0] [added: 70.8] | | |

| Net income from continuing operations | | | [removed: 483.2] [added: 622.9] | | | [removed: 556.0] [added: 483.2] | | | [removed: 357.1] [added: 556.0] | | |

| [removed: (Loss) income] [added: Loss] from discontinued operations, net of tax | | | [removed: (2.3)] [added: (0.2)] | | | [removed: (3.0)] [added: (2.3)] | | | [removed: 1.5] [added: (3.0)] | | |

| Net income | | | $ | [removed: 480.9] [added: 622.7] | | $ | [removed: 553.0] [added: 480.9] | | $ | [removed: 358.6] [added: 553.0] | |

| Net income | | | $ | [removed: 480.9] [added: 622.7] | | $ | [removed: 553.0] [added: 480.9] | | $ | [removed: 358.6] [added: 553.0] | |

| Changes in cumulative translation adjustment | | | [removed: (56.4)] [added: 24.0] | | | [removed: (47.0)] [added: (56.4)] | | | [removed: 49.0] [added: (47.0)] | | |

| Changes in market value of derivative financial instruments, net of tax | | | [removed: 31.3] [added: (29.4)] | | | [removed: 40.4] [added: 31.3] | | | [removed: (29.8)] [added: 40.4] | | |

| Comprehensive income | | | $ | [removed: 455.8] [added: 617.3] | | $ | [removed: 546.4] [added: 455.8] | | $ | [removed: 377.8] [added: 546.4] | |

| Continuing operations | | | $ | [removed: 2.93] [added: 3.77] | | $ | [removed: 3.36] [added: 2.93] | | $ | [removed: 2.14] [added: 3.36] | |

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

| Basic earnings per ordinary share | | | $ | [removed: 2.92] [added: 3.77] | | $ | [removed: 3.34] [added: 2.92] | | $ | [removed: 2.15] [added: 3.34] | |

| Continuing operations | | | $ | [removed: 2.92] [added: 3.75] | | $ | [removed: 3.32] [added: 2.92] | | $ | [removed: 2.13] [added: 3.32] | |

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

| Diluted earnings per ordinary share | | | $ | [removed: 2.90] [added: 3.75] | | $ | [removed: 3.30] [added: 2.90] | | $ | [removed: 2.14] [added: 3.30] | |

February 20, 2024

February 20, 2024

| Discontinued operations | | | — | | | (0.02) | | | (0.02) | | |

| Net income | | | $ | 622.7 | | $ | 480.9 | | $ | 553.0 | |

| Balance - December 31, 2023 | | | 165.3 | | | $ | 1.7 | | $ | 1,593.6 | | $ | 1,866.2 | | $ | (244.4) | | $ | 3,217.1 | |

Changes to the original estimates may be required during

| Contract assets | | | $ | 70.8 | | $ | 48.4 | | | | | $ | 22.4 | | 46.3 | | % |

| Contract liabilities | | | 53.7 | | | 58.1 | | | | | | (4.4) | | | (7.6) | | % |

We capitalize costs associated with software developed or obtained for internal use when both the preliminary project stage is completed, and it is probable the software being developed will be completed and placed in service.

The costs of computer software developed or obtained for internal use are amortized on a straight-line basis unless another systematic and rational basis is more representative of the software’s use.

| *In millions* | | | 2023 | | | 2022 | | | | | |

During 2023, 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 2023 annual impairment test, the estimated fair value significantly exceeded the carrying value in each of our reporting units, therefore, no impairment charge was required.

During 2022, a qualitative assessment was performed.

No impairment charges associated with identifiable intangibles with finite lives were recognized in 2023 or 2021.

No impairment charges were recognized in 2023, 2022, or 2021 as a result of our annual impairment assessment.

New accounting standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures regarding significant expenses.

We plan to adopt the standard retrospectively beginning with our annual reporting for the year ending December 31, 2024 and interim reporting beginning January 1, 2025.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires new and enhanced disclosures primarily related to income taxes paid and the effective tax rate reconciliation.

We will adopt the standard beginning with our annual reporting for the year ending December 31, 2025.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

| *In millions* | | | | | | | | | | | |

| Inventories | | | | | | | | | 66.7 | | |

| Goodwill | | | | | | | | | 789.7 | | |

fair value adjustment to acquisition-date inventory.

| Net income | | | $ | 622.7 | | $ | 480.9 | | $ | 553.0 | |

| Basic | | | 165.1 | | | 164.8 | | | 165.8 | | |

| Diluted | | | 166.3 | | | 165.6 | | | 167.5 | | |

| Continuing operations | | | $ | 3.77 | | $ | 2.93 | | $ | 3.36 | |

| Basic earnings per ordinary share | | | $ | 3.77 | | $ | 2.92 | | $ | 3.34 | |

| Continuing operations | | | $ | 3.75 | | $ | 2.92 | | $ | 3.32 | |

| Discontinued operations | | | — | | | (0.02) | | | (0.02) | | |

| Diluted earnings per ordinary share | | | $ | 3.75 | | $ | 2.90 | | $ | 3.30 | |

| Water Solutions | | | (0.1) | | | 41.1 | | | 0.6 | | |

| Pool | | | 9.1 | | | 14.3 | | | 0.3 | | |

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 Matter Description*

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

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.

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

Pentair plc and Subsidiaries

| Balance - December 31, 2019 | | | 168.3 | | | $ | 1.7 | | $ | 1,777.7 | | $ | 401.0 | | $ | (226.5) | | $ | 1,953.9 | |

| Share repurchases | | | (3.7) | | | — | | | (150.2) | | | — | | | — | | | (150.2) | | |

Notes to consolidated financial statements

COVID-19

In March 2020, the World Health Organization declared the novel coronavirus 2019 (“COVID-19”) a global pandemic.

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

The broader implications of the COVID-19 pandemic on our business, financial condition and results of operations remain uncertain and will depend on certain developments, including the duration and severity of the COVID-19 pandemic, the impact of virus variants, the effectiveness of vaccinations, the COVID-19 pandemic’s impact on our customers and suppliers and the range of governmental and community reactions to the pandemic.

We may continue to experience reduced customer demand in certain parts of our business or constrained labor and/or supply that could materially and adversely impact our business, financial condition, results of operations, liquidity and cash flows in future periods.

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

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

| (1) The bad debt benefit for the year-ended December 31, 2020 includes the positive impact related to the adoption of Accounting Standards Update No. 2016-13 “Financial Instruments-Credit Losses.” | | | | | | | | | | | |

amount, financial performance, forecasts and trends, market capitalization, regulatory and environmental issues, macro-economic conditions, industry and market considerations, raw material costs and management stability.

No additional impairment charges were recognized for identifiable intangible assets in 2022.

Gains and losses on net investment hedges are included in AOCI as a separate component of equity in the Consolidated Balance Sheets.

The preliminary purchase price allocation is subject to further refinement and may require significant adjustments to arrive at the final purchase price allocation.

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: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: were] [added: was] no [removed: other changes] [added: change] in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] 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.

(b) During the fourth quarter of 2023, none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

None.

Information required under this item with respect to directors is contained in our Proxy Statement for our [removed: 2023] [added: 2024] annual general meeting of shareholders under the captions “Corporate Governance Matters” and “Proposal 1 Re-elect Director Nominees” and is incorporated herein by reference.

The information to be included in our Proxy Statement for our 2024 annual general meeting of shareholders under the caption “Delinquent Section 16(a) Reports” is incorporated herein by reference.

Information required under this item is contained in our Proxy Statement for our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2022,] [added: 2023,] information about compensation plans under which our equity securities are authorized for issuance:

[removed: (1)Consists] [added: (4)Consists] of [removed: 510,873] [added: 1,563,198] shares subject to stock options, [removed: 477,618] [added: 6,665] shares subject to restricted stock units, and [removed: 247,838] [added: no] shares subject to performance share awards.

[removed: (4)Consists] [added: (1)Consists] of [removed: 1,954,892] [added: 820,709] shares subject to stock options, [removed: 118,976] [added: 570,685] shares subject to restricted stock units, and [removed: 113,149] [added: 443,061] shares subject to performance share awards.

Stock [removed: options,] [added: options and] restricted stock units [removed: and performance share awards] previously granted under the 2012 Stock and Incentive Plan remain outstanding, but no further options or shares may be granted under this plan.

| 2020 Share and Incentive Plan | | | 1,834,455 | | | (1) | | | $ | 54.26 | | (2) | | | 4,289,850 | | | (3) | | |

| 2012 Stock and Incentive Plan | | | 1,569,863 | | | (4) | | | 39.91 | | | (2) | | | — | | | (5) | | |

| Total | | | 3,404,318 | | | | | | $ | 44.85 | | (2) | | | 4,289,850 | | | | | |

| 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 | | | | | |

Information required under this item is contained in our Proxy Statement for our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| [4.2](https://www.sec.gov/Archives/edgar/data/77360/000007736023000006/amendmentno1tocreditagre.htm) | | | | | | Amendment No. 1, dated as of December 23, 2022, to 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 [removed: thereto.] [added: thereto (Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, 2022 (File No. 001-11625)).] | | |

| [4.9](http://www.sec.gov/Archives/edgar/data/77360/000110465922038083/tm2210380d1_ex4-1.htm) | | | | | | Loan Agreement, dated as of March 24, 2022, among Pentair plc, Pentair Finance S.à r.l., 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 March 25, 2022 (File No. [removed: 001-11625))] [added: 001-11625)).] | | |

| [removed: [4.11](https://www.sec.gov/Archives/edgar/data/77360/000007736023000006/ex411descriptionofsecuriti.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/77360/000007736024000007/ex411descriptionofsecuriti.htm)] | | | | | | Description of Securities. | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/77360/000007736021000005/exhibit1032.htm)] [added: [10.8](http://www.sec.gov/Archives/edgar/data/77360/000007736022000006/exhibit108keesa.htm)] | | | | | | [removed: Amendment to] [added: Form of] Key Executive Employment and Severance [removed: Agreement, as of January 1, 2021,] [added: Agreement] for [removed: John L. Stauch, Karla] [added: Adrian] C. [removed: Robertson, Philip M. Rolchigo, Robert P. Fishman, Jerome O. Pedretti] [added: Chiu, Tanya L. Hooper] and [removed: Stephen J. Pilla] [added: De’Mon L. Wiggins] (Incorporated by reference to Exhibit [removed: 10.32] [added: 10.8] to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, [removed: 2020] [added: 2021] (File No. 001-11625)).* | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/77360/000007736022000006/exhibit108keesa.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/77360/000007736021000005/exhibit1030.htm)] | | | | | | [removed: Form of Key] [added: Pentair plc] Executive [removed: Employment and] [added: Officer] Severance [removed: Agreement for Adrian C. Chiu, Tanya L. Hooper and De’Mon Wiggins] [added: Plan] (Incorporated by reference to Exhibit [removed: 10.8] [added: 10.30] to the Annual Report on Form 10-K of Pentair plc for the year ended December 31, [removed: 2021] [added: 2020] (File No. 001-11625)).* | | |

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

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

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

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

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