2020 Irish Statutory Accounts

PENTAIR PUBLIC LIMITED COMPANY

Directors' Report and Consolidated Financial Statements

For the Financial Year Ended December 31, 2020

Company Registration Number: 536025

Table of Contents

Page

Directors' Report 1

Directors' Responsibilities Statement 24

Independent Auditor's Report to the Members of Pentair plc 25

Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss) 34

Consolidated Balance Sheets 35

Consolidated Statements of Cash Flows 36

Consolidated Reconciliation of Movements in Shareholders' Funds 37

Notes to Consolidated Financial Statements 38

Company Balance Sheet 77

Company Statement of Changes in Equity 78

Notes to Company Financial Statements 79

DIRECTORS' REPORT

For the Year Ended December 31, 2020

The directors present their report, audited consolidated financial statements for the financial year ended December 31, 2020, which are set out on pages 1 to 75, and audited parent company financial statements for the financial year ended December 31, 2020, which are set out on pages 76 to 83.

Pentair plc is a public limited company, incorporated in the Republic of Ireland under the Companies Act 2014.

The directors have elected to prepare the consolidated financial statements of Pentair plc in accordance with Section 279 of the Companies Act 2014, which provides that a true and fair view of the assets and liabilities, financial position and profit or loss may be given by preparing the financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") to the extent that the use of those principles in the preparation of the financial statements does not contravene any provision of Part 6 of the Companies Act 2014.

The directors have elected to prepare the Pentair plc parent company financial statements in accordance with generally accepted accounting practice in Ireland ("Irish GAAP"), comprising the Financial Reporting Standards 102 ("FRS 102"), the Financial Reporting Framework applicable in the United Kingdom (the "U.K.") and Republic of Ireland, together with the Companies Act 2014.

Basis of presentation

The accompanying financial statements reflect the consolidated operations of the parent company (Pentair plc, or the "Company") and its subsidiaries (Pentair plc and all its subsidiaries, hereinafter referred to as "Pentair," "we," "us," "our," or the "Group"). We report our results on a calendar year basis.

History and development

We are an Irish public limited company that was formed in 2014. We are the successor to Pentair Ltd., a Swiss corporation formed in 2012, and Pentair, Inc., a Minnesota corporation formed in 1966 and our wholly-owned subsidiary, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although our jurisdiction of organization is Ireland, we manage our affairs so that we are centrally managed and controlled in the U.K. and therefore have our tax residency in the U.K.

The directors do not expect any material changes in the business in the upcoming year.

Our registered address is 10 Earlsfort Terrace, Dublin 2, Ireland. Our registered principal office is located at Regal House, 70 London Road, Twickenham, London, TW13QS U.K. Our management office in the United States ("U.S.") is located at 5500 Wayzata Boulevard, Suite 900, Golden Valley, Minnesota.

Principal activities

Pentair makes the most of life's essential resources. From our residential and business solutions that help people move, improve and enjoy their water, to our sustainable innovations and applications, we deliver smart, sustainable solutions for life.

Pentair strategy

Our vision is to be the leading residential and commercial water treatment company. As a pure play water company, we are:

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

  • • Accelerated by innovation and digital transformation; and

  • • Grounded in Win Right values and utilizing the Pentair Integrated Management System ("PIMS") consisting of lean enterprise, growth and talent management to drive sustained and consistent performance.

Key performance indicators

Management evaluates performance based on net sales and segment income and utilizes free cash flow to assess the Group's cash flow performance. The segment income and free cash flow measures discussed below are considered "non-U.S. GAAP" financial measures and should be considered supplemental to and not a substitute for financial information prepared in accordance with U.S. GAAP.

Net sales from continuing operations increased by $60.6 million, or 2.0%, from $2,957.2 million in 2019 to $3,017.8 million in 2020. Segment income increased by $1.3 million, or 0.3%, from $516.3 million in 2019 to $517.6 million in 2020. Segment income represents equity income of unconsolidated subsidiaries and operating profit from continuing operations exclusive of intangible asset amortization, certain acquisition related expenses, costs of restructuring activities, impairments and other unusual

non-operating items. Management utilizes this adjusted financial measure to assess the run-rate of its continuing operations against those of prior periods without the distortion of certain unusual, non-recurring or non-operational items.

The below table presents a reconciliation of profit from continuing operations before taxation to segment income:

Years ended December 31

In millions, except per-share data

2020

2019

$

432.1 $ 407.5

Profit from continuing operations before taxation Adjustments:

15.4 21.0

28.4 31.7

Restructuring and other Inventory step-up Intangible amortization

- 2.2

- 21.2

Pension and other post-retirement mark-to-market loss (gain) Asset impairment

6.7 (3.4)

23.9 30.1

Loss (gain) on sale of businesses Interest expense, net

0.1 (2.2)

Deal related costs and expenses COVID-19 related costs and expenses Other expense

0.6 4.2

10.4

-

- 4.0

Segment income

$

517.6

$ 516.3

Free cash flow from continuing operations increased by $224.8 million, or 78.2%, from $287.3 million in 2019 to $512.1 million in 2020. The Group believes free cash flow is an important measure of liquidity because it provides the Group and its investors a measurement of cash generated from operations that is available to pay dividends, repurchase shares and repay debt. In addition, free cash flow is used as criterion to measure and pay compensation-based incentives. Free cash flow represents cash flows from operating activities less capital expenditures plus proceeds from the sale of tangible assets. The Group's measure of free cash flow may not be comparable to similarly titled measures reported by other companies.

The following table is a reconciliation of free cash flow:

Years ended December 31

In millions

2020

2019

Net cash provided by operating activities of continuing operations

$

574.2 $

345.2

Capital expenditures of continuing operations

(62.2)

(58.5)

Proceeds from sale of tangible assets of continuing operations

0.1

0.6

Free cash flow from continuing operations

$

512.1 $

287.3

Net cash (used for) provided by operating activities of discontinued operations

$

(0.6) $

7.8

Free cash flow

$

511.5 $

295.1

The Group believes that these non-GAAP financial measures will be useful to investors in order to assess the continuing strength of the Group's underlying operations.

CONSOLIDATED RESULTS OF OPERATIONS

The consolidated results of continuing operations were as follows:

Years ended December 31

% / point change

In millions Net sales

2020

2019

$

Cost of goods sold Gross profit % of net sales

  • 3,017.8 $ 1,960.2 1,057.6

2,957.2 1,905.7 1,051.5

2020 vs 2019 2.0 % 2.9 % 0.6 %

35.0 %

35.6

%

(0.6) pts

Selling, general and administrative % of net sales

520.5

540.1

(3.6) %

Research and development % of net sales

17.2 % 75.7

18.3

%

(1.1) pts

78.9

(4.1) %

2.5 %

2.7

%

(0.2) pts

Operating profit % of net sales

461.4

432.5

15.3 %

14.6

%

6.7 % 0.7 pts

Loss (gain) on sale of businesses Net interest expense

Other expense (income)

0.1 23.9 5.3

(2.2) 30.1 (2.9)

N.M. (20.6) %

N.M.

Profit from continuing operations before taxation Taxation

432.1 75.0

407.5 45.8

Effective tax rate

17.4 %

11.2 %

6.0 % 63.8 % 6.2 pts

N.M. Not Meaningful

Net sales

The components of the net sales from continuing operations change were as follows:

% Change

Volume Price

0.4 %

0.9

Core growth 1.3

Acquisition 0.5

Currency 0.2

Total

2.0 %

The 2.0 percent increase in consolidated net sales in 2020 from 2019 was primarily the result of:

  • selective increases in selling prices to mitigate inflationary cost increases;

  • • increased sales due to the Aquion and Pelican acquisitions in February 2019 and other small acquisitions in our Consumer Solutions segment in the fourth quarter of 2019 and first half of 2020;

  • • volume increase in our Consumer Solutions segment mainly driven by our pool business;

  • • volume increase in our residential and irrigation flow businesses in our Industrial & Flow Technologies segment; and

  • • favorable foreign currency effects in 2020 compared to the prior year.

This increase was partially offset by:

  • • sales volume declines in certain businesses within our Industrial & Flow Technologies segment due to the impacts of the COVID-19 pandemic.

Gross profit

The 0.6 percentage point decrease in gross profit as a percentage of net sales in 2020 from 2019 was primarily the result of:

  • • unfavorable mix within the pool and commercial and infrastructure flow businesses;

  • • lower volumes within our commercial water supply, water disposal, industrial filtration and food and beverage businesses;

  • • higher transportation and labor costs due to increased demand in our pool business;

  • • costs related to providing for the health and safety of our employees specific to the COVID-19 pandemic of $8.6 million for the year ended December 31, 2020; and

  • • inflationary increases related to certain raw materials.

This decrease was partially offset by:

  • • increased productivity due to higher volumes in our pool business;

  • • selective increases in selling prices to mitigate impacts of inflation; and

  • • increased productivity due to cost actions such as temporary furloughs and hiring freezes in response to the COVID-19 pandemic driving manufacturing efficiencies and lower operating expenses.

Selling, general and administrative ("SG&A")

The 1.1 percentage point decrease in SG&A expense as a percentage of net sales in 2020 from 2019 was driven by:

  • • asset impairment charges of $21.2 million in 2019;

  • • reduction in travel and entertainment, trade show and advertising expenses due to the COVID-19 pandemic; and

  • • restructuring and other costs of $15.4 million in 2020, compared to $21.0 million in 2019.

This decrease was partially offset by:

  • • higher employee compensation incentive expense compared to the prior year.

Net interest expense

The 20.6 percent decrease in net interest expense in 2020 from 2019 was primarily the result of:

  • • cross currency swaps entered into in June 2019 and December 2019 resulting in more interest income in 2020 than in the prior period;

  • • lower interest rate revolving credit facilities replacing higher interest rate fixed rate debt that matured during the second half of 2019; and

  • • strong cash flows in 2020 leading to lower overall debt levels.

Taxation

The 6.2 percentage point increase in the effective tax rate in 2020 from 2019 was primarily due to:

  • • the unfavorable impact of discrete items, including items related to the CARES Act, and items related to final regulations as part of the Tax Cuts and Jobs Act of 2017 that place limitations on the deductibility of certain interest expense for U.S. tax purposes.

Principal risks and uncertainties

Investors should carefully consider all of the information in this document and the following risk factors before making an investment decision regarding our securities. Any of the following risks could materially and adversely affect our business, financial condition, results of operations, cash flows and the actual outcome of matters as to which forward-looking statements are made in this document.

COVID-19 Pandemic

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The COVID-19 pandemic continues to spread throughout the U.S. and the world, with the continued potential for significant impact. The COVID-19 pandemic has resulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, "shelter-in-place" and "stay-at-home" orders, travel restrictions, business curtailments, limits on gatherings, and other measures. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the economic impacts of the COVID-19 pandemic. The effects of the COVID-19 pandemic have had and may continue to have an unfavorable impact on certain parts of our business.

Health and safety

From the earliest signs of the outbreak, we have taken proactive action to protect the health and safety of our employees, customers, and suppliers. We have enacted rigorous safety measures in our sites, including implementing social distancing protocols, implementing working from home arrangements for those employees who do not need to be physically present on the manufacturing floor and do not provide manufacturing-support activities, suspending travel, extensively and frequently disinfecting our workspaces, conducting temperature monitoring at our facilities, and providing or accommodating the wearing of facial coverings to those employees who must be physically present in their workplace and where facial coverings are required by local government orders. We expect to continue to implement these measures until we determine that the COVID-19 pandemic is adequately contained for purposes of our business, and we may take further actions as government authorities require or recommend or as we determine to be in the best interests of our employees, customers, and suppliers. For the year ended December 31, 2020, we incurred $10.4 million of costs related to providing for the health and safety of our employees specific to the COVID-19 pandemic.

Operations

We have important manufacturing operations in the U.S. and around the world that have been affected by the COVID-19 pandemic, and we have taken certain actions to help curb its spread. Government-mandated measures providing for business curtailments or shutdowns generally exclude certain essential businesses and services, including businesses that manufacture and sell products that are considered essential to daily lives or otherwise operate in essential or critical sectors. While substantially all of our manufacturing facilities are considered essential and have remained operational, we have experienced intermittent partial or full factory closures at certain facilities as a result of these measures or the need to sanitize the facilities and address employee well-being. We also experienced brief interruptions in operations due to government-mandated shutdowns at our sites in India, Italy, and New Zealand during the year ended December 31, 2020. While sanitation-related closures or governmental shutdowns may occur again in the future, all of our manufacturing facilities currently remain operational. In addition, we have experienced disruptions at some of our facilities with higher absenteeism due to the COVID-19 pandemic.

Supply

The COVID-19 pandemic has impacted our factory productivity and supply chain. Certain of our suppliers, particularly in our pool and flow businesses, faced difficulties maintaining operations in light of manufacturing shutdowns and interruptions due to the COVID-19 pandemic, which negatively impacted our production and contributed to an increase in backlog. During the third quarter of 2020, we identified second source suppliers and increased supply for key items in our pool business to reduce the production and capacity challenges we encountered in the second quarter of 2020 as a result of supply chain issues and increased demand. These supply chain and capacity challenges have led to higher transportation and labor costs in order to timely deliver finished goods to our customers. Restrictions or disruptions of transportation, such as reduced availability of air transport, port closures and increased border controls or closures, have in certain cases resulted, and may continue to result, in higher costs and delays, both for obtaining raw materials and components and shipping finished goods to customers, which could harm our profitability, make our products less competitive, or cause our customers to seek alternative suppliers. Although we regularly monitor the financial health and operations of companies in our supply chain, and use alternative suppliers when necessary and available, financial hardship or government restrictions on our suppliers or sub-suppliers caused by the COVID-19 pandemic could cause a disruption in our ability to obtain raw materials or components required to manufacture our products and adversely affect our operations.

Demand

The COVID-19 pandemic has significantly increased economic and demand uncertainty. We have experienced and expect to continue to experience reductions in customer demand in several of our end-markets.

Within our Consumer Solutions segment, the COVID-19 pandemic has impacted demand in each of our businesses. Our pool business has experienced high demand as consumers sheltered-in-place and have spent more time at home. While shelter-in-place orders impacted our ability to reach our customers in our residential water treatment business at the beginning of the second quarter of 2020, we started to see stabilization in demand in this business towards the end of the second quarter and then saw demand rebound in the second half of 2020 as consumers became more comfortable allowing dealers back into their homes to test their water and install new systems. Our commercial filtration business was negatively impacted by restaurant and hospitality industry closures or operations at limited capacity across North America and Europe in the second quarter and to a lesser extent in the second half of 2020. New or extended government-mandated shutdowns could impact demand for our Consumer Solutions products in the future.

Within our Industrial & Flow Technologies segment, demand for our residential flow products was initially negatively impacted due to store closures as a result of state-wide orders in the U.S. However, sell through improved throughout the year driven by pent up demand from the earlier closures. Demand continued to remain soft in our commercial and infrastructure flow businesses, but stabilized in the third quarter of 2020. In our industrial filtration business, demand is mostly driven by customer capital spending, which was reduced and/or delayed beginning in the second quarter of 2020 across most industries served. In addition, lower asset utilization drove down demand in industrial filtration aftermarket sales. Furthermore, many of our commercial customers have been negatively impacted due to worldwide lockdowns as a result of the COVID-19 pandemic. While we are preparing for this business to remain under pressure in the near term, we expect long-term demand drivers for this business not to be significantly changed.

The current COVID-19 pandemic or continued spread of COVID-19 has caused a global economic slowdown, and a possibility of a global recession. In the event of a recession, demand for our products would decline and our business and results of operations would be adversely affected.

Cost mitigation actions

With the continuing uncertainty in light of the COVID-19 pandemic, we have taken steps across our organization to align costs with lower sales volumes. These steps include renegotiation with suppliers to reduce input costs, driving manufacturing direct labor reductions in line with volume drop, delaying, reducing or eliminating purchased services and travel and, where appropriate, temporary furloughs and hiring freezes. Additionally, we are proactively managing our working capital and reviewing our capital spending plan, but have not deferred strategic ongoing initiatives. We also continue to monitor government economic stabilization efforts and have participated in certain legislative provisions, such as deferring estimated tax payments, and may apply for job retention credits.

We continue to monitor the rapidly evolving situation including the development of vaccines and their distribution to address the COVID-19 virus and guidance from international and domestic authorities, including federal, state and local public health authorities, and may take additional actions based on their requirements and recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the COVID-19 pandemic on our financial condition, results of operations or cash flows in the future. In addition, see "Risks Relating to the COVID-19 Pandemic," below, for our risk factors regarding risks associated with the COVID-19 pandemic.

Key trends and uncertainties regarding our existing business

The following trends and uncertainties affected our financial performance in 2020, and will likely impact our results in the future:

  • • There are many uncertainties regarding the COVID-19 pandemic, including the anticipated duration and severity of the pandemic, the extent of worldwide social, political and economic disruption it may continue to cause and the development and distribution of vaccines to address the COVID-19 virus. The broader implications of the COVID-19 pandemic on 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, its effect on the demand for our products and services, our supply chain, and our manufacturing capacity, as well as the impact of governmental regulations imposed in response to the pandemic. See further discussion above under "COVID-19 Pandemic" for key trends and uncertainties with regard to the COVID-19 pandemic.

  • • During 2020, we executed certain business restructuring initiatives unrelated to the COVID-19 pandemic aimed at reducing our fixed cost structure and realigning our business. We expect these actions to continue into 2021 and to drive margin growth.

  • • 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 are reinforcing that our businesses more effectively address 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 have experienced material and other cost inflation. We strive for productivity improvements, and we implement increases in selling prices to help mitigate this inflation. We expect the current economic environment will result in continuing price volatility for many of our raw materials, and we are uncertain as to the timing and impact of these market changes.

Risks Relating to the COVID-19 Pandemic

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

Our business and financial results have been and are expected to continue to be negatively impacted by the COVID-19 pandemic. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain, rapidly changing and hard to predict. In 2020, the COVID-19 pandemic significantly impacted economic activity and markets around the world and our business, and it is expected to negatively impact our business in numerous ways, including but not limited to those outlined below:

  • • The COVID-19 pandemic has caused a global economic slowdown that may last for a potentially extended duration, and it is possible that it could cause a global recession. Deteriorating economic and political conditions caused by the COVID-19 pandemic, such as increased unemployment, decreases in capital spending, declines in consumer confidence, or economic slowdowns or recessions, could cause a decrease in demand for our products.

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

  • • The COVID-19 pandemic is adversely affecting, and is expected to continue to adversely affect, certain elements of our business (including certain elements of our operations, supply chains and distribution systems), including as a result of impacts associated with required, preventive and precautionary measures that we, other businesses, our communities and governments are taking. These impacts include requiring employees to work from home or not go into their offices or facilities, limiting the number of employees attending meetings, reducing the number of people in our sites at any one time, reducing employee travel and adopting other employee safety measures. These measures also may impact our ability to meet production demands or requests and may delay our new product introductions depending on employee attendance or ability to continue to work. In addition, we have experienced disruptions at some of our facilities with higher absenteeism due to the COVID-19 pandemic.

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

  • • Government or regulatory responses to the COVID-19 pandemic have and are likely to continue to negatively impact our business. During the first and second quarters of 2020, mandatory lockdowns or other restrictions on operations in some countries temporarily disrupted our ability to manufacture or distribute our products in some of these markets. A reoccurrence of these disruptions could materially adversely impact our operations and results. In addition, the current resurgence of the COVID-19 pandemic and government restrictions related thereto in the fourth quarter of 2020 and first quarter of 2021 may negatively impact demand in certain of our commercial and industrial businesses. In addition to existing travel restrictions, jurisdictions may continue to close borders, impose prolonged quarantines and further restrict travel and business activity, and other related supply chain delays may develop, which could significantly impact our ability to support our operations and customers, meet demand, develop new products, ship our backlog and also impact the ability of our employees to get to their workplaces to produce products and services, or significantly hamper our products from moving through the supply chain.

  • • The impacts of the COVID-19 pandemic may limit our ability to reduce our overall operating costs. We have experienced increased costs relating to our efforts to mitigate the impact of the COVID-19 pandemic through, among other things, enhanced sanitization procedures and social-distancing measures we have enacted and will likely continue to enact at our locations around the world in an effort to protect our employees' health and well-being.

  • • The COVID-19 pandemic has disrupted and is expected to continue to disrupt our operations, global supply chain and routes to market or those of our suppliers or their suppliers. These disruptions or our failure to effectively respond to them have increased and may continue to increase product, distribution or labor costs or cause delays in delivering our backlog or may cause an inability to deliver products to our customers or meet customer demand.

  • • While we have experienced high demand in our pool business as consumers sheltered-in-place and have spent more time at home as a result of the COVID-19 pandemic that contributed to growth in our sales during 2020, such growth may not be sustainable and may not be repeated in future periods. Furthermore, even if growth in demand continues, we may not be able to meet that demand due to production and capacity challenges.

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

  • • The COVID-19 pandemic has increased volatility and pricing in and disrupted the capital markets and commercial paper markets, and volatility is likely to continue. We might not be able to continue to access preferred sources of liquidity when we would like, and our borrowing costs could increase.

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

We might not be able to predict or respond to all impacts of the COVID-19 pandemic on a timely basis to prevent near- or long-term adverse impacts to our results. Due to the speed with which the COVID-19 situation continues to develop, the global breadth of its spread and the range of governmental and community reactions thereto, there is uncertainty around its duration and ultimate impact and uncertainty regarding the availability and distribution of vaccines to address the COVID-19 virus; 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 ultimate impact of these disruptions also depends on events beyond our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken by parties other than us to respond to them. The foregoing and other impacts of the COVID-19 pandemic could have the effect of heightening many of the other risks described below and any of these impacts could materially adversely affect our business, financial condition, results of operations and cash flows.

Risks Relating to Our Business

General global economic and business conditions affect demand for our products.

We compete in various geographic regions and product markets around the world. Among these, the most significant are global industrial, commercial, and residential markets. We have experienced, and expect to continue to experience, fluctuations in revenues and results of operations due to economic and business cycles. Important factors for our businesses and the businesses of our customers include the overall strength of the global economy and various regional economies and our customers' confidence in these economies, industrial and governmental capital spending, the strength of residential and commercial real estate markets, residential housing markets, the commercial business climate, unemployment rates, availability of consumer and commercial financing, interest rates, and energy and commodity prices. The businesses of many of our industrial customers are to varying degrees cyclical and have experienced periodic downturns. While we attempt to minimize our exposure to economic or market fluctuations by serving a balanced mix of end markets and geographic regions, any of the above factors, individually or in the aggregate, or a significant or sustained downturn in a specific end market or geographic region could reduce demand for our products and services, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We compete in attractive markets with a high level of competition, which may result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products.

The markets for our products and services are geographically diverse and highly competitive. We compete against large and well-established national and global companies, as well as regional and local companies and lower cost manufacturers. Competition may also result from new entrants into the markets we serve, offering products and/or services that compete with us. We compete based on technical expertise, intellectual property, reputation for quality and reliability, timeliness of delivery, previous installation history, contractual terms, service offerings, customer experience and service, and price. Competition may also result from new entrants into the markets we serve, offering products and/or services that compete with ours. Some of our competitors attempt to compete based primarily on price, localized expertise and local relationships, especially with respect to products and applications that do not require a great deal of engineering or technical expertise. In addition, during economic downturns, average selling prices tend to decrease as market participants compete more aggressively on price. Moreover, demand for our products, which impacts profit margins, is affected by changes in customer order patterns, such as changes in the levels of inventory maintained by customers and the timing of customer purchases, adoption of new technology and connected products, and changes in customers' preferences for our products, including the success of products offered by our competitors. Customer purchasing behavior may also shift by product mix in the market or result in a shift to new distribution channels, including e-commerce, which is a rapidly developing area. If we are unable to continue to differentiate our products, services and solutions or adapt to changes in customer purchasing behavior or shifts in distribution channels, or if we are forced to cut prices or to incur additional costs to remain competitive, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Volatility in currency exchange rates could have a material adverse effect on our financial condition, results of operations and cash flows.

Sales outside of the U.S. for the year ended December 31, 2020 accounted for 33% of our net sales. Our financial statements reflect translation of items denominated in non-U.S. currencies to U.S. dollars. Therefore, if the U.S. dollar strengthens in relation to the principal non-U.S. currencies from which we derive revenue as compared to a prior period, our U.S. dollar reported revenue and income will effectively be decreased to the extent of the change in currency valuations, and vice-versa. Fluctuations in foreign currency exchange rates, most notably the strengthening of the U.S. dollar against the euro, could have a material adverse effect on our reported revenue in future periods. In addition, currency variations could have a material adverse effect on margins on sales of our products in countries outside of the U.S. and margins on sales of products that include components obtained from suppliers located outside of the U.S.

Our future growth is dependent upon our ability to transform and adapt our products, services, solutions, and organization to meet the demands of local markets in both developed and emerging economies and by developing or acquiring new technologies that achieve market acceptance with acceptable margins.

We operate in global markets that are characterized by customer demand that is often global in scope but localized in delivery. We compete with thousands of smaller regional and local companies that may be positioned to offer products produced at lower cost than ours, or to capitalize on highly localized relationships and knowledge that are difficult for us to replicate. Also, in several emerging markets, potential customers prefer local suppliers, in some cases because of existing relationships and in other cases because of local legal restrictions or incentives that favor local businesses. 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 responsibility matters. Accordingly, our future success depends upon a number of factors, including our ability to transform and adapt our products, services, solutions, organization, workforce and sales strategies to fit localities throughout the world, particularly in high growth emerging markets; identify emerging technological and other trends in our target end markets; and develop or acquire competitive technologies, products, services, and solutions and bring them to market quickly and cost-effectively. The failure to effectively adapt our products, services, or solutions could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not be able to identify, finance and complete suitable acquisitions and investments, and any completed acquisitions and investments may be unsuccessful or consume significant resources.

Our business strategy includes acquiring businesses and making investments that complement our existing businesses. We continue to analyze and evaluate the acquisition of strategic businesses or product lines with the potential to strengthen our industry position or enhance our existing set of product, service, and solution offerings. We may not be able to identify suitable acquisition candidates, obtain financing or have sufficient cash necessary for acquisitions or successfully complete acquisitions in the future. Acquisitions and investments may involve significant cash expenditures, debt incurrences, equity issuances, operating losses and expenses. Acquisitions involve numerous other risks, including:

  • • diversion of management time and attention from daily operations;

  • • difficulties integrating acquired businesses, technologies and personnel into our business;

  • • difficulties in obtaining and verifying the financial statements and other business information of acquired businesses;

  • • inability to obtain required regulatory approvals;

  • • potential loss of key employees, key contractual relationships or key customers of acquired companies or of ours;

  • • assumption of the liabilities and exposure to unforeseen liabilities of acquired companies; and

  • • dilution of interests of holders of our shares through the issuance of equity securities or equity-linked securities.

Any acquisitions or investments may not be successful or realize the intended benefits and may ultimately result in impairment charges or have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may not achieve some or all of the expected benefits of our business initiatives.

During 2020, 2019 and 2018, we initiated and continued execution of certain business initiatives aimed at reducing our fixed cost structure and realigning our business. As a result, we have incurred substantial expense, including restructuring charges. We may not be able to achieve the operating efficiencies to reduce costs or realize benefits that were anticipated in connection with these initiatives. If we are unable to execute these initiatives as planned, we may not realize all or any of the anticipated benefits, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are exposed to political, regulatory, economic, trade, and other risks that arise from operating a multinational business.

Sales outside of the U.S. for the year ended December 31, 2020 accounted for 33% of our net sales. Further, most of our businesses obtain some products, components and raw materials from non-U.S. suppliers. Accordingly, our business is subject to the political, regulatory, economic, trade, and other risks that are inherent in operating in and purchasing from, numerous countries. These risks include:

  • • changes in general economic and political conditions in countries where we operate, particularly in emerging markets;

  • • relatively more severe economic conditions in some international markets than in the U.S.;

  • • the imposition of tariffs, duties, exchange controls or other trade restrictions;

  • • changes in tax treaties, laws or rulings that could have a material adverse impact on our effective tax rate;

  • • the difficulty of enforcing agreements and collecting receivables through non-U.S. legal systems;

  • • the difficulty of communicating and monitoring evolving standards and directives across our product lines, services, and global facilities;

  • • the difficulty of ensuring that products and services meet ever-changing regional regulations and requirements;

  • • trade protection measures and import or export licensing requirements and restrictions;

  • • the possibility of terrorist action affecting us or our operations;

  • • the threat of nationalization and expropriation;

  • • the difficulty in staffing and managing widespread operations in non-U.S. labor markets;

  • • limitations on repatriation of earnings or other regionally-imposed capital requirements;

  • • the difficulty of protecting intellectual property in non-U.S. countries; and

  • • changes in and required compliance with a variety of non-U.S. laws and regulations.

In 2016, the United Kingdom held a referendum in which voters approved an exit from the European Union ("Brexit"). The United Kingdom subsequently withdrew from the European Union effective on January 31, 2020, subject to a transition period that ended on December 31, 2020. Since January 1, 2021, the European Union - United Kingdom Trade and Cooperation Agreement has provisionally been in effect. Given the lack of comparable precedent, the implications of Brexit, or how such implications might affect our company, continue to remain unclear at this time. Brexit could, among other impacts, disrupt trade and the movement of goods, services and people between the United Kingdom and the European Union or other countries as well as create legal and global economic uncertainty.

Our success depends in part on our ability to anticipate and effectively manage these and other risks. We cannot assure that these and other factors will not have a material adverse effect on our international operations or on our business as a whole.

Changes in U.S. or foreign government administrative policy, including changes to existing trade agreements, could have a material adverse effect on us.

As a result of changes to U.S. or foreign government administrative policy, there may be changes to existing trade agreements, like the U.S.-Mexico-Canada Agreement ("USMCA"); greater restrictions on free trade generally; significant increases in tariffs on goods imported into the U.S., particularly tariffs on products manufactured in Mexico, China, or other countries where we purchase from, have operations or manufacture or sell products; prohibitions or restrictions on doing business with certain companies, including those with certain relationships with China; and adverse responses by foreign governments to U.S. trade policy, among other possible changes. It remains unclear what the U.S. administration or foreign governments, including China, will or will not do with respect to tariffs, USMCA or other international trade agreements and policies. A trade war; other governmental action related to tariffs or international trade agreements, including USMCA; 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, manufacture and sell products; and any resulting negative sentiments towards the U.S. as a result of such changes, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may experience cost and other inflation.

In the past, we have experienced material cost and other inflation in a number of our businesses. We strive for productivity improvements and implement increases in selling prices to help mitigate cost increases in raw materials (especially metals and resins), energy and other costs including wages, pension, health care and insurance. We continue to implement operational initiatives in order to mitigate the impacts of this inflation and continuously reduce our costs. However, these actions may not be successful in managing our costs or increasing our productivity and we anticipate inflation to continue with respect to materials (especially resins, copper, steel and stainless steel) as well as labor. Continued cost inflation or failure of our initiatives to generate cost savings or improve productivity could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Intellectual property challenges may hinder our ability to develop, engineer and market our products.

Patents, non-compete agreements, proprietary technologies, customer relationships, trademarks, trade names and brand names are important to our business. Intellectual property protection, however, may not preclude competitors from developing products similar to ours or from challenging our names or products. Our pending patent applications, and our pending copyright and trademark registration applications, may not be allowed, or competitors may challenge the validity or scope of our patents, copyrights or trademarks. In addition, our patents, copyrights, trademarks and other intellectual property rights may not provide us a significant competitive advantage. Furthermore, our business strategy also includes expanding our smart products and Internet of Things offerings and there are many other companies that hold patents in this space. Over the past few years, we have noticed an increasing tendency for participants in our markets to use challenges to intellectual property as a means to compete. Patent and trademark challenges increase our costs to develop, engineer and market our products. We may need to spend significant resources monitoring, enforcing and defending our intellectual property rights, and we may or may not be able to detect infringement by third parties. If we fail to successfully enforce our intellectual property rights or register new patents, our competitive position could suffer, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We have significant goodwill and intangible assets and future impairment of our goodwill and intangible assets could have a material adverse effect on our results of operations.

We test goodwill and other indefinite-lived intangible assets for impairment on at least an annual basis, and more frequently if circumstances warrant. As of December 31, 2020 our goodwill and intangible assets were $2,718 million and represented 65% of our total assets. Declines in fair market value could result in future goodwill and intangible asset impairment charges.

A loss of, or material cancellation, reduction, or delay in purchases by, one or more of our largest customers could harm our business.

Our net sales to our largest customer represented approximately 15% of our consolidated net sales in 2020. While we do not have any other customers that accounted for 10% or more of our consolidated net sales in 2020, 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 relationship with each of these customers important to our business. Our success is dependent on retaining these customers, which requires us to successfully manage relationships and anticipate the needs of our customers in the channels in which we sell our products. Our customers also may be impacted by economic conditions in the industries of those customers, which could result in reduced demand for our products. We cannot provide assurance that we will be able to retain our largest customers. In addition, some of our customers may shift their purchases to our competitors in the future. The loss of one or more of our largest customers, any material cancellation, reduction, or delay in purchases by these customers, or our inability to successfully develop relationships

with additional customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Catastrophic and other events beyond our control may disrupt operations at our manufacturing facilities and those of our suppliers, which could cause us to be unable to meet customer demands or increase our costs, or reduce customer spending.

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, 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. In particular, our pool business operations in North Carolina and California are in areas that are more susceptible to natural disasters such as hurricanes, wildfires, and earthquakes. In addition, these types of events may negatively impact residential, commercial and industrial spending in impacted regions or, depending on the severity, globally. As a result, any of such events could have a material adverse effect on our business, financial condition, results of operations and cash flows. We maintain property insurance that we believe to be adequate to provide for reconstruction of facilities and equipment, and to cover business interruption losses resulting from any production interruption or shutdown caused by an insured loss. However, any recovery under our insurance policies may not offset the lost sales or increased costs that may be experienced during the disruption of operations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Seasonality of sales and weather conditions could have a material adverse effect on our financial results.

We experience seasonal demand with end-customers and end-users within each of our business segments. Demand for pool equipment in the pool business; water treatment solutions in our water treatment and industrial filtration businesses; and residential water supply, infrastructure and agricultural products in the businesses within the Industrial & Flow Technologies segment follows warm weather trends and is at seasonal highs from April to August. While we attempt to mitigate the magnitude of the sales spike in the pool business and in the businesses within the Industrial & Flow Technologies segment by employing some advance sale "early buy" programs (generally including extended payment terms and/or additional discounts), we cannot provide any assurance that such programs will be successful. In addition, seasonal effects in the pool business and in the businesses within the Industrial & Flow Technologies segment may vary from year to year and be impacted by weather patterns, particularly by temperature, heavy flooding and droughts. Moreover, adverse weather conditions, such as cold or wet weather, may negatively impact demand for, and sales of, pool equipment in the pool business and residential water supply, commercial, infrastructure and agricultural products in the businesses within the Industrial & Flow Technologies segment.

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

As we introduce residential and commercial water treatment solutions, we may have limited experience in markets we choose to enter, and our customers may not like our value propositions. New initiatives we test through trials and pilots may not scale or grow effectively or as we expected, which could limit our growth and negatively affect our operating results. Designing, marketing and executing these solutions is subject to incremental risks. These risks include, for example:

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

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

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

  • • unpredictable extended warranty failure rates and related expenses;

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

  • • the potential for increased scope of liability relating to our consumer products, services and solutions and related business model;

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

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

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

Interruption of our supply chain could affect our ability to produce or deliver our products and could negatively impact our business and profitability.

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, trade restrictions, such as increased tariffs or quotas, embargoes or customs restrictions, or other unexpected or uncontrollable events that cause a material interruption in our supply chain such as pandemics, social or labor unrest, natural disasters or political disputes and military conflicts, could have a negative material impact on our business and our profitability. Additionally, our raw materials and components are sourced from a wide variety of domestic and international business partners. We rely on these suppliers to provide high quality products and to comply with applicable laws. Our ability to find qualified suppliers who meet our standards and supply products in a timely and efficient manner may be a challenge, especially with respect to raw materials and components sourced from outside the U.S. and from countries or regions with diminished infrastructure, developing or failing economies or which are experiencing political instability or social unrest. For certain products, we may rely on one or very few suppliers. A supplier's failure to meet our standards, provide products in a timely and efficient manner, or comply with applicable laws is beyond our control. These issues could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Relating to Our Debt and Financial Markets

Covenants in our debt instruments may adversely affect us.

Our credit agreements and indentures contain customary financial covenants, including those that limit the amount of our debt, which may restrict the operations of our business and our ability to incur additional debt to finance acquisitions. 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. A breach of any of these covenants could result in a default under our credit agreements or indentures. 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 commitments to extend further credit. If the lenders or trustees accelerate the repayment of borrowings, we cannot provide assurance that we will have sufficient assets to repay our credit facilities and our other indebtedness. Furthermore, acceleration of any obligation under any of our material debt instruments will permit the holders of our other material debt to accelerate their obligations, which could have a material adverse effect on our financial condition.

We may increase our debt or raise additional capital, our credit ratings may be downgraded in the future, or our interest rates may increase, each of which could affect our financial condition, and may decrease our profitability.

As of December 31, 2020, we had $839.6 million of total debt outstanding. We may increase our debt or raise additional capital in the future, subject to restrictions in our debt agreements. If our cash flow from operations is less than we anticipate, if our cash requirements are more than we expect, or if we intend to finance acquisitions, we may require more financing. However, debt or equity financing may not be available to us on acceptable terms, if at all. If we incur additional debt or raise equity through the issuance of additional capital shares, the terms of the debt or capital shares issued may give the holders rights, preferences and privileges senior to those of holders of our ordinary shares, particularly in the event of liquidation. The terms of the debt may also impose additional and more stringent restrictions on our operations than we currently have. If we raise funds through the issuance of additional equity, the percentage ownership of existing shareholders in our company would decline. If we are unable to raise additional capital when needed, our financial condition could be adversely affected.

Unfavorable changes in the ratings that rating agencies assign to our debt may ultimately negatively impact our access to the debt capital markets and increase the costs we incur to borrow funds. If ratings for our debt fall below investment grade, our access to the debt capital markets may become restricted. Additionally, our credit agreements generally include an increase in interest rates if the ratings for our debt are downgraded. In addition, borrowings under our revolving credit facility and term loans bear interest at a rate equal to an adjusted base rate or the London Interbank Offered Rate ("LIBOR"), plus, in each case, an applicable margin. The U.K. Financial Conduct Authority, which regulates LIBOR, has announced it intends to phase out LIBOR by the end of 2021. The credit agreement governing our revolving credit facility and term loans provides procedures for determining a replacement or alternative base rate in the event that LIBOR is discontinued; however, any calculation of interest based upon such replacement or alternative base rate may result in higher interest rates. To the extent that our interest rates increase, our interest expense will increase, which could adversely affect our financial condition, results of operations and cash flows.

Our leverage could have a material adverse effect on our business, financial condition or results of operations.

Our ability to make payments on and to refinance our indebtedness, including our existing debt as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are not able to repay or refinance our debt as it becomes due, we may be forced to sell assets or take other disadvantageous actions, including (i) reducing financing in the future for working capital, capital expenditures and general corporate purposes or (ii) dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. The lenders who hold such debt could also accelerate amounts due, which could potentially trigger a default or acceleration of any of our other debt.

Disruptions in the financial markets could adversely affect us, our customers and our suppliers by increasing funding costs or reducing availability of credit.

In the normal course of our business, we may access credit markets for general corporate purposes, which may include repayment of indebtedness, acquisitions, additions to working capital, repurchase of shares, capital expenditures and investments in our subsidiaries. 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, which have occurred in the past and made financing terms for borrowers unattractive or unavailable. For example, during 2020, the commercial paper market began to experience high levels of volatility due to uncertainty related to the COVID-19 pandemic that impacted both market access to and pricing of commercial paper and we withdrew our credit ratings to access the commercial paper market. These factors may make it more difficult or expensive for us to access credit markets if the need arises. In addition, these factors may make it more difficult for our suppliers to meet demand for products or for customers to purchase products or commence new projects, as suppliers and customers may experience increased costs of debt financing or difficulties in obtaining debt financing. Disruptions in the financial markets have had adverse effects on other areas of the economy and have led to a slowdown in general economic activity that may continue to adversely affect our businesses. One or more of these factors could adversely affect our business, financial condition, results of operations or cash flows.

Risks Relating to Legal, Regulatory and Compliance Matters

Violations of the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and other anti-corruption laws outside the U.S. could have a material adverse effect on us.

The U.S. Foreign Corrupt Practices Act ("FCPA"), U.K. Bribery Act, and other anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining business. Recent years have seen a substantial increase in anti-bribery law enforcement activity, with more frequent and aggressive investigations and enforcement proceedings by both the U.S. Department of Justice and the SEC, increased enforcement activity by non-U.S. regulators and increases in criminal and civil proceedings brought against companies and individuals. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world that are recognized as having governmental and commercial corruption and in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. Because many of our customers and end users are involved in infrastructure construction and energy production, they are often subject to increased regulations and scrutiny by regulators. We cannot assure that our internal control policies and procedures will always protect us from negligent, reckless or criminal acts committed by our employees or third-party intermediaries. In the event that we believe or have reason to believe that our employees, customers, or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may require self-disclosure to government agencies and result in criminal or civil sanctions, which could disrupt our business and result in a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

Our failure to satisfy international trade compliance regulations, and changes in U.S. government sanctions, could have a material adverse effect on us.

Our global operations require importing and exporting goods and technology across international borders on a regular basis. Certain of the products we sell are "dual use" products, which are products that may have both civil and military applications, or may otherwise be involved in weapons proliferation, and are often subject to more stringent export controls. From time to time, we obtain or receive information alleging improper activity in connection with imports or exports. Our policy mandates strict compliance with U.S. and non-U.S. trade laws applicable to our products. However, even when we are in strict compliance with law and our policies, we may suffer reputational damage if certain of our products are sold through various intermediaries to sanctioned entities or to entities operating in sanctioned countries. When we receive information alleging improper activity, our policy is to investigate that information and respond appropriately, including, if warranted, reporting our findings to relevant governmental authorities. Nonetheless, our policies and procedures may not always protect us from actions that would violate U.S. and/or non-U.S. laws. Any improper actions could subject us to civil or criminal penalties, including material monetary fines, or other adverse actions including denial of import or export privileges, and could damage our reputation and business prospects.

We are exposed to environmental laws, liabilities and litigation.

We are subject to U.S. federal, state, local and non-U.S. laws and regulations governing our environmental practices, public and worker health and safety, and the indoor and outdoor environment. Compliance with these environmental, health and safety regulations could require us to satisfy environmental liabilities, increase the cost of manufacturing our products or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows. Any violations of these laws by us could cause us to incur unanticipated liabilities. We are also required to comply with various environmental laws and maintain permits, many of which are subject to renewal from time to time, for many of our businesses, and we could suffer if we are unable to renew existing permits or to obtain any additional permits that may be required. Compliance with environmental requirements also could require significant operating or capital expenditures or result in significant operational restrictions. We cannot assure you that we have been or will be at all times in compliance with environmental and health and safety laws. If we violate these laws, we could be fined, criminally charged or otherwise sanctioned by regulators.

We have been named as a defendant, target or a potentially responsible party ("PRP") in a number of environmental matters relating to our current or former businesses. We have disposed of a number of businesses and in certain cases, we have retained responsibility and potential liability for certain environmental obligations. We have received claims for indemnification from certain purchasers of businesses from us. We may be named as a PRP at other sites in the future for existing business units, as well as both divested and acquired businesses. 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 substances.

Certain environmental laws impose liability on current or previous owners or operators of real property for the cost of removal or remediation of hazardous substances at their properties or at properties at which they have disposed of hazardous substances. We have projects underway at several current and former manufacturing facilities to investigate and remediate environmental contamination resulting from our past operations or by the operations of divested or acquired businesses or other businesses that previously owned or used the properties. The cost of remediation and other environmental liabilities can be difficult to accurately predict. In addition, environmental requirements change and tend to become more stringent over time. Our eventual environmental remediation costs and liabilities could exceed the amount of our current reserves.

Our subsidiaries are party to asbestos-related product litigation that could adversely affect our financial condition, results of operations and cash flows.

Our subsidiaries, along with numerous other companies, are named as defendants in a substantial number of lawsuits based on alleged exposure to asbestos-containing materials, substantially all of which relate to our discontinued operations. These cases typically involve product liability claims based primarily on allegations of manufacture, sale or distribution of industrial products that either contained asbestos or were attached to or used with asbestos-containing components manufactured by third parties. Each case typically names a large number of product manufacturers, service providers and premises owners. Historically, our subsidiaries have been identified as defendants in asbestos-related claims. Our strategy has been, and continues to be, to mount a vigorous defense aimed at having unsubstantiated suits dismissed, and settling claims before trial only where appropriate. As of December 31, 2020, there were approximately 630 claims pending against our subsidiaries, substantially all of which relate to our discontinued operations. We cannot predict with certainty the extent to which we will be successful in litigating or otherwise resolving lawsuits in the future, and we continue to evaluate different strategies related to asbestos claims filed against us including entity restructuring and judicial relief. Unfavorable rulings, judgments or settlement terms could have a material adverse impact on our business and financial condition, results of operations and cash flows. In addition, most of the asbestos claims against us are covered by liability insurance policies from many years ago. As our insurers resolve claims relating to past policy periods, the aggregate coverage provided by those policies erodes. If we exhaust our coverage under those policies, we will be exposed to potential uninsured losses.

Failure to comply with the broad range of standards, laws and regulations in the jurisdictions in which we operate may result in exposure to substantial disruptions, costs and liabilities.

Both our products and the operation of our manufacturing facilities are subject to certain statutory and regulatory requirements. These laws and regulations impose on us increasingly complex, stringent and costly compliance activities, including but not limited to environmental, health, and safety protection standards and permitting, labeling and other requirements regarding (among other things) pump efficiency, air quality and emissions, and wastewater discharges; the use, handling, and disposal of hazardous or toxic materials; remediation of environmental contamination; and working conditions for and compensation of our employees. We may also be affected by future standards, laws or regulations, including those imposed in response to energy, climate change, product functionality, geopolitical, corporate social responsibility, or similar concerns. These standards, laws, or regulations may impact our costs of operation, the sourcing of raw materials, and the manufacture and distribution of our products and place restrictions and other requirements or impediments on the products and solutions we can sell in certain geographical locations or on the willingness of certain investors to own our shares.

We are exposed to certain regulatory and financial risks related to climate change.

Climate change is receiving ever increasing attention worldwide. Many scientists, legislators and others attribute global warming to increased levels of greenhouse gases, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. The U.S. Environmental Protection Agency ("EPA") has published findings that emissions of carbon dioxide, methane, and other greenhouse gases ("GHGs") present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to the warming of the earth's atmosphere and other climate changes. Based on these findings, the EPA has implemented regulations that require reporting of GHG emissions, or that limit emissions of GHGs from certain mobile or stationary sources. In addition, the U.S. Congress and federal and state regulatory agencies have considered other legislation and regulatory proposals to reduce emissions of GHGs, and many states have already taken legal measures to reduce emissions of GHGs, primarily through the development of GHG inventories, GHG permitting and/or regional GHG cap-and-trade programs. It is uncertain whether, when and in what form a federal mandatory carbon dioxide emissions reduction program, or other state programs, may be adopted. Similarly, certain countries have adopted the Kyoto Protocol and/or the Paris Accord, and these and other existing international initiatives and regulations or those under consideration could affect our international operations. To the extent our customers, particularly our energy and industrial customers, are subject to any of these or other similar proposed or newly enacted laws and regulations, we are exposed to risks that the additional costs by customers to comply with such laws and regulations could impact their ability or desire to continue to operate at similar levels in certain jurisdictions as historically seen or as currently anticipated, which could negatively impact their demand for our products and services. As customers become increasingly concerned about the environmental impact of their purchases, if we fail to keep up with changing regulations or innovate or operate in ways that minimize the energy use of our products or operations, customers may choose more energy efficient or sustainable alternatives. These actions could also increase costs associated with our operations, including costs for raw materials and transportation. It is uncertain what laws will be enacted and therefore we cannot predict the potential impact of such laws on our future financial condition, results of operations and cash flows.

In addition, as part of our strategy regarding environmental, climate change and sustainability matters, we may set targets aimed at reducing our impact on the environment and climate change or targets relating to other sustainability matters. It is possible that we may not be able to achieve such targets or our desired impact, which may cause us to suffer from reputational damage or our business or financial condition could be adversely affected. It is also possible that failure to achieve such targets or actions we take to achieve our strategy or targets would result in increased costs to our operations. In addition, investors and stakeholders are increasingly focused on ESG matters, and as stakeholder ESG expectations and standards are evolving, this may cause us to suffer from reputational damage and our business or financial condition could be adversely affected.

Increased information technology security threats and computer crime pose a risk to our systems, networks, products and services, and we are exposed to potential regulatory, financial and reputational risks relating to the protection of our data.

We rely upon information technology systems and networks in connection with a variety of business activities, some of which are managed by third parties. As our business increasingly interfaces with employees, customers, dealers and suppliers using information technology systems and networks, we are subject to an increased risk to the secure operation of these systems and networks. Our evolution into smart products, Internet of Things, business-to-consumer, and e-commerce subjects us to increased cyber and technology risks. The secure operation of our information technology systems and networks is critical to our business operations and strategy. Information technology security threats from user error to attacks designed to gain unauthorized access to our systems, networks and data are increasing in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of the data we process and maintain. Establishing systems and processes to address these threats may increase our costs. We have experienced data breaches, and, although we have determined such data breaches to be immaterial and such data breaches have not had a material adverse effect on our financial condition, results of operations or cash flows, there can be no assurance of similar results in the future. Should future attacks succeed in the theft of assets, exporting sensitive data or financial information or controlling sensitive systems or networks, it could expose us and our employees, customers, dealers and suppliers to the theft of assets, misuse of information or systems, compromising of confidential information, manipulation and destruction of data, defective products, production downtimes and operations disruptions. The occurrence of any of these events could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows. In addition, such breaches in security could result in litigation, regulatory action and potential liability and the costs and operational consequences of implementing further data protection measures.

Changes in data privacy laws and our ability to comply with them could have a material adverse effect on us.

We collect and store data that is sensitive to us and our employees, customers, dealers and suppliers. A variety of state, national, foreign and international laws and regulations apply to the collection, use, retention, protection, security, disclosure, transfer and other processing of personal and other data. Many foreign data privacy regulations, including the General Data Protection Regulation (the "GDPR") in the European Union, are more stringent than federal regulations in the United States. Within the United States, many states are considering adopting, or have already adopted privacy regulations, including, for example, the California Consumer Privacy Act. The applicability of these laws to our business has increased due to our focus on expanding business-to-consumer and e-commerce offerings. These laws and regulations are rapidly evolving and changing, and could have an adverse effect on our operations. Companies' obligations and requirements under these laws and regulations are subject to uncertainty in how they may be interpreted by courts and governmental authorities. The costs of compliance with, and the other burdens imposed by, these and other laws or regulatory actions may increase our operational costs, and/or result in interruptions or delays in the availability of systems. In the case of non-compliance with these laws, including the GDPR, regulators have the authority to levy significant fines. In addition, if there is a breach of privacy, we may be required to make notifications under data privacy regulations. The occurrence of any of these events could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

We may be negatively impacted by litigation and other claims.

We are currently, and may in the future, become subject to litigation and other claims. These legal proceedings are typically claims that relate to our products or services or to the conduct of our business and include, without limitation, claims relating to commercial or contractual disputes with suppliers, customers or parties to acquisitions and divestitures; intellectual property matters; environmental, safety and health matters; product liability; the use or installation of our products; consumer protection matters; and employment and labor matters. The outcome of such legal proceedings cannot be predicted with certainty and some may be disposed of unfavorably to us. We also may not have insurance that covers such claims. While we currently maintain what we believe to be suitable product liability insurance, we may not be able to maintain this insurance on acceptable terms, and this insurance may not provide adequate protection against potential or previously existing liabilities. In addition, we self-insure a portion of product liability claims and must satisfy deductibles on other insured claims. Further, some of our business involves the sale of our products to customers that are constructing large and complex systems, facilities or other capital projects, and while we generally try to limit our exposure to liquidated damages, consequential damages and other potential damages in the contracts for these projects, we could be exposed to significant monetary damages and other liabilities in connection with the sale of our products for these projects for a variety of reasons. In addition, some of our businesses, customers, and dealers are subject to various laws and regulations regarding consumer protection and advertising and sales practices, and we have been named, and may be named in the future, as a defendant in litigation, some of which are or may be class action complaints, arising from alleged violation of these laws and regulations. Successful claims or litigation against us for significant amounts could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

Risks Relating to Our Jurisdiction of Incorporation in Ireland and Tax Residency in the U.K.

We are subject to changes in law and other factors that may not allow us to maintain a worldwide effective corporate tax rate that is competitive in our industry.

While we believe that we should be able to maintain a worldwide effective corporate tax rate that is competitive in our industry, we cannot give any assurance as to what our effective tax rate will be in the future because of, among other things, uncertainty regarding tax policies of the jurisdictions where we operate. Also, the tax laws and treaties of the U.S., the U.K., Ireland and other jurisdictions could change in the future, and such changes could cause a material change in our worldwide effective corporate tax rate. In addition, legislative action could be taken by the U.S., the U.K., Ireland or the European Union that could override tax treaties or modify tax statutes or regulations upon which we expect to rely and adversely affect our effective tax rate. We cannot predict the outcome of any specific legislative proposals. If proposals were enacted that had the effect of disregarding our incorporation in Ireland or limiting our ability as an Irish company to maintain tax residency in the U.K., we could be subject to increased taxation, which could materially adversely affect our financial condition, results of operations, cash flows or our effective tax rate in future reporting periods.

A change in our tax residency could have a negative effect on our future profitability, and may trigger taxes on dividends or exit charges.

Under current Irish legislation, a company is regarded as resident for tax purposes in Ireland if it is incorporated in Ireland. Under current U.K. legislation, a company that is centrally managed and controlled in the U.K. is regarded as resident in the U.K. for taxation purposes unless it is treated as resident in another jurisdiction pursuant to any appropriate double tax treaty with the U.K. Other jurisdictions may also seek to assert taxing jurisdiction over us.

The Organization for Economic Co-operation and Development proposed a number of measures relating to the tax treatment of multinationals, some of which are implemented by amending double tax treaties through the multilateral convention to implement tax treaty related measures to prevent base erosion and profit shifting (the "MLI"). The MLI has now entered into force for a number of countries, including Ireland and the U.K. Under the Double Tax Convention between Ireland and the U.K., as amended by the MLI, the residence tie-breaker provides that a company will remain dual resident unless there is a determination otherwise by the tax authorities of the two contracting states.

We have obtained a determination from the Competent Authorities of the Irish Revenue Commissioners and the U.K. HM Revenue & Customs which states that we are resident for tax purposes only in the U.K.

It is possible that in the future, whether as a result of a change in law or the practice of any relevant tax authority or as a result of any change in the conduct of our affairs, we could become, or be regarded as having become, resident in a jurisdiction other than the U.K. If we cease to be resident in the U.K. and become a resident in another jurisdiction, we may be subject to U.K. exit charges, and could become liable for additional tax charges in the other jurisdiction (including dividend withholding taxes or corporate income tax charges). If we were to be treated as resident in more than one jurisdiction, we could be subject to taxation in multiple jurisdictions. If, for example, we were considered to be a tax resident of Ireland, we could become liable for Irish corporation tax, and any dividends paid by us could be subject to Irish dividend withholding tax.

Irish law differs from the laws in effect in the United States and may afford less protection to holders of our securities.

It may not be possible to enforce court judgments obtained in the U.S. against us in Ireland based on the civil liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those laws. We have been advised that the U.S. currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

As an Irish company, we are governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the U.S.

Transfers of our ordinary shares may be subject to Irish stamp duty.

Transfers of our ordinary shares effected by means of the transfer of book entry interests in the Depository Trust Company ("DTC") will not be subject to Irish stamp duty. However, if you hold your ordinary shares directly rather than beneficially through DTC, any transfer of your ordinary shares could be subject to Irish stamp duty (currently at the rate of 1 percent of the higher of the price paid or the market value of the shares acquired). Payment of Irish stamp duty is generally a legal obligation of the transferee.

We currently intend to pay, or cause one of our affiliates to pay, stamp duty in connection with share transfers made in the ordinary course of trading by a seller who holds shares directly to a buyer who holds the acquired shares beneficially. In other cases we may, in our absolute discretion, pay or cause one of our affiliates to pay any stamp duty. Our articles of association provide that, in the event of any such payment, we (i) may seek reimbursement from the buyer, (ii) will have a lien against the shares acquired by such buyer and any dividends paid on such shares and (iii) may set-off the amount of the stamp duty against future dividends on such shares. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in our shares has been paid unless one or both of such parties is otherwise notified by us.

Our ordinary shares, received by means of a gift or inheritance could be subject to Irish capital acquisitions tax.

Irish capital acquisitions tax ("CAT") could apply to a gift or inheritance of our ordinary shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because our shares will be regarded as property situated in Ireland. The person who receives the gift or inheritance has primary liability for CAT. Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold of €335,000per lifetime in respect of taxable gifts or inheritances received from their parents for periods on or after October 9, 2019.

General Risk Factors

Our share price may fluctuate significantly.

We cannot predict the prices at which our shares may trade. The market price of our shares may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

  • • actual or anticipated fluctuations in our results of operations due to factors related to our business;

  • • success or failure of our business strategy;

  • • our quarterly or annual earnings, or those of other companies in our industry;

  • • our ability to obtain third-party financing as needed;

  • • announcements by us or our competitors of significant acquisitions or dispositions;

  • • changes in accounting standards, policies, guidance, interpretations or principles;

  • • changes in earnings estimates or guidance by us or securities analysts or our ability to meet those estimates or guidance;

  • • the operating and share price performance of other comparable companies;

  • • investor perception of us;

  • • effect of certain events or occurrences on our reputation;

  • • overall market fluctuations;

  • • results from any material litigation or governmental investigation or environmental liabilities;

  • • natural or other environmental disasters;

  • • changes in laws and regulations affecting our business; and

  • • general economic conditions and other external factors.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations could have a material adverse effect on our share price.

Financial risk management Interest rate risk

Our debt portfolio as of December 31, 2020, was comprised of debt predominantly denominated in U.S. dollars. This debt portfolio is comprised of 72% fixed-rate debt and 28% variable-rate debt. Changes in interest rates have different impacts on the fixed and variable-rate portions of our debt portfolio. A change in interest rates on the fixed portion of the debt portfolio impacts the fair value, but has no impact on interest incurred or cash flows. A change in interest rates on the variable portion of the debt portfolio impacts the interest incurred and cash flows but does not impact the net financial instrument position.

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

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

Foreign currency risk

We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. Periodically, we use derivative financial instruments to manage these risks. The functional currencies of our foreign operating locations are generally the local currency in the country of domicile. We manage these operating activities at the local level and revenues, costs, assets and liabilities are generally denominated in local currencies, thereby mitigating the risk associated with changes in foreign exchange. However, our results of operations and assets and liabilities are reported in U.S. dollars and thus will fluctuate with changes in exchange rates between such local currencies and the U.S. dollar.

From time to time, we may enter into short duration foreign currency contracts to hedge foreign currency risks. As the majority of our foreign currency contracts have an original maturity date of less than one year, there is no material foreign currency risk. At December 31, 2020, we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of $12.4 million. Changes in the fair value of all derivatives are recognized immediately in income unless the derivative qualifies as a hedge of future cash flows. Gains and losses related to a hedge are deferred and recorded in the Consolidated Balance Sheets as a component of Accumulated other comprehensive loss and subsequently recognized in the Consolidated Profit and Loss Account and the Statement of Comprehensive Profit (Loss) when the hedged item affects earnings.

At December 31, 2020, we had outstanding cross currency swap agreements with a combined notional amount of $855.1 million. The cross currency swap agreements are accounted for as either cash flow hedges to hedge foreign currency fluctuations on certain intercompany debt, or as net investment hedges to manage our exposure to fluctuations in the Euro-U.S. Dollar exchange rate. The currency risk related to the cross currency swap agreements is measured by estimating the potential impact of a 10% change in the value of the U.S. dollar relative to the Euro. A 10% appreciation of the U.S. dollar relative to the Euro would result in a $63.7 million net increase in accumulated other comprehensive income. Conversely, a 10% depreciation of the U.S. dollar relative to the Euro would result in a $57.0 million net decrease in accumulated other comprehensive income. However, these increases and decreases in other comprehensive income would be offset by decreases or increases in the hedged items on our balance sheet.

Research and development

We conduct research and development ("R&D") activities primarily in our own facilities, which mostly consist of development of new products, product applications and manufacturing processes. We expense R&D costs as incurred. R&D expenditures from continuing operations during 2020 and 2019 were $75.7 million and $78.9 million, respectively.

Acquisition of own shares

On May 2018, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million (the "2018 Authorization). The 2018 Authorization expires on May 31, 2021. On December 8, 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million (the "2020

Authorization"). The 2020 Authorization expires on December 21, 2025. The 2020 Authorization supplements the 2018 Authorization.

During the year ended December 31, 2019, we repurchased 4.0 million of our ordinary shares for $150.0 million under the 2018 Authorization.

During the year ended December 31, 2020, we repurchased 3.7 million of our ordinary shares for $150.2 million under the 2018

Authorization. As of December 31, 2020, we had $99.7 million and $750.0 million available for share repurchases under the 2018 Authorization and 2020 Authorization, respectively.

Dividends

Dividends on our ordinary shares or reductions of share capital for distribution to shareholders, if any, must be approved by our board of directors for payment out of distributable reserves on our parent company statutory balance sheet. We are not permitted to pay dividends out of share capital, which includes share premiums. Our distributable reserve balance was $8.8 billion and $6.6 billion as of December 31, 2020 and 2019, respectively.

On December 8, 2020, the Board of Directors approved a 5 percent increase in the Company's regular quarterly dividend rate (from $0.19 per share to $0.20 per share) that was paid on February 5, 2021 to shareholders of record at the close of business on January 22, 2021. We paid dividends in 2020 of $127.1 million, or $0.76 per ordinary share, compared with $122.7 million, or $0.72 per ordinary share for 2019.

See Note 5 of the Company financial statements for shareholders' funds activity of the Company.

Non-Financial Information Statement

For the purpose of complying with European Union (Disclosure of Non-Financial and Diversity Information by Certain Large Undertakings and Groups) Regulations 2017, Statutory Instrument No. 360 of 2017, as amended by Statutory Instrument No. 410 of 2018, the table below and the information referred to therein is intended to help stakeholders understand our position on key non-financial matters. The information referenced below from our 2019 Corporate Responsibility Report ("CRR"), 2020 Form 10-K ("10-K") and 2020 Proxy Statement ("PS") is deemed to be incorporated into this part of the Directors' Report. Unless otherwise noted, the policies and other documents listed below are published on our website,www.pentair.com.

Reporting

RequirementsPolicies and Governing Standards

Additional Information / Risk Management

Environmental Matters (Including Climate-Related Information)

Environmental, Health & Safety Policy

Winning Solutions (CRR pages 16-33)

Winning Operations (CRR pages 34-49)

Social and Employee Matters

Code of Business Conduct and Ethics Environmental, Health & Safety Policy Global Employee Privacy Policy(1)Winning Workplace (CRR pages 50-61)

Winning Communities (CRR pages 62-71)

Human Rights

Global Supplier Guide and Supplier Code of Conduct Slavery and Human Trafficking StatementGovernance-Privacy & Data Security (CRR page 77)

Privacy and Data Security Notice

Anti-Corruption and Anti-Bribery

Code of Business Conduct and Ethics Anti-Bribery & Corruption Policy(1)

Procedures Governing Interactions with Government Officials(1)

Conflicts of Interest, Gifts & Entertainment Policy(1)Governance-Code of Conduct (CRR page 75)

Supply Chain Matters and Conflict Minerals

Global Supplier Guide and Supplier Code of Conduct California Transparency in Supply Chains Act Disclosure Conflict Minerals Policy

Governance - Supplier Relationships (CRR page 76)

Description of Principal Risks and Impact of Business Activity

Risk Factors (10-K pages 5-17)

Legal Proceedings (10-K pages 16-17) Risk Oversight (PS page 16) Corporate Governance Principles

Description of the Business Model

Business (10-K pages 1-5)

A Winning Company (CRR pages 6-15)

Winning Solutions (CRR pages 16-33)

Winning Operations (CRR pages 34-49)

Non-Financial Key Performance Indicators

Winning Solutions (CRR pages 16-33)

Winning Operations (CRR pages 34-49)

Winning Workplace (CRR pages 50-61)

(1)

Not published externally

Company accounting records

We are responsible for ensuring that the Company keeps adequate accounting records and appropriate accounting systems. The measures taken by the directors to ensure compliance with the Company's obligation to keep adequate accounting records are the use of appropriate systems and procedures and the employment of competent persons. We have appointed a Chief Financial Officer and Chief Accounting Officer who makes regular reports to us and ensures compliance with the requirements of Sections 281-285 of the Companies Act 2014. In addition, the Company's Senior Director of Internal Audit and the Company's General Counsel and Secretary each make regular reports to our Audit Committee regarding fraud and other financial-related irregularities. Our Audit Committee, in turn, briefs us on significant financial matters arising from reports of the Chief Financial

Officer and Chief Accounting Officer, the Senior Director of Internal Audit, the external auditor and the General Counsel and Secretary.

The books and accounting records of Pentair plc are maintained at the Company's executive office at Regal House, 70 London Road, Twickenham, London, TW13QS U.K. and are readily accessible at Pentair plc's registered address of Arthur Cox, 10 Earlsfort Terrace, Dublin 2, D02 T380 Ireland.

Directors

Glynis A. Bryan, T. Michael Glenn, Theodore L. Harris, David A. Jones, Michael T. Speetzen, John L. Stauch, Mona Abutaleb Stephenson and Billie I. Williamson served as directors of Pentair plc throughout 2020 and each of their terms expire at the 2021 annual general meeting of shareholders. Jacques Esculier resigned as director effective May 5, 2020. Gregory E. Knight was appointed as a director on December 8, 2020, with an effective date of January 1, 2021.

There were no other changes to the composition of the Board during the financial year or since the financial year end other than those mentioned above.

Directors and Secretary's interests in shares

No director, the general counsel and secretary, or any member of their immediate family had any interest in shares or debentures of any subsidiary. Directors' remuneration is set forth in Note 24 to the consolidated financial statements. The interests of the directors and company secretary holding office at the year end in the ordinary share capital of Pentair plc at the beginning of the financial year, or date of appointment if later, and at the end of the financial year were as follows:

Number of ordinary shares of $0.01 each December 31, 2020 December 31, 2019

Shares (1)

Shares (1)

Directors

Mona Abutaleb Stephenson

6,330

-

3,877

-

Glynis A. Bryan

30,341

22,017

28,662

32,549

Jacques Esculier

-

-

11,467

-

T. Michael Glenn

27,733

28,324

26,115

32,549

Theodore L. Harris

7,010

-

5,424

-

David A. Jones

71,768

22,017

69,251

32,549

Michael T. Speetzen

7,010

-

5,424

-

John L. Stauch

338,705

605,783

297,451

608,107

Billie I. Williamson

13,610

-

12,024

-

General Counsel and Secretary

Karla C. Robertson

25,413

54,828

16,692

36,611

(1)

Options

Options

The amounts in this column include ordinary shares owned by the director, both directly and indirectly, and unvested restricted stock units.

Audit Committee

In accordance with Section 167 of the Companies Act 2014, the Company has established an audit committee for the full financial year.

Statement on relevant audit information

Each of the persons who is a director at the date of approval of this report confirms that:

  • • so far as that director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

  • • that director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of Section 330 of the Companies Act 2014.

Directors' Compliance Statement

As required by Section 225 of the Companies Act 2014, the directors acknowledge that they are responsible for securing Pentair plc's compliance with its "relevant obligations" (as defined in that legislation). The directors further confirm that a compliance policy statement has been drawn up, and that appropriate arrangements and structures have been put in place that are, in the directors' opinion, designed to secure material compliance with the relevant obligations. In discharging their responsibilities under Section 225, the directors relied on the advice of persons who the directors believe have the requisite knowledge and experience to advise Pentair plc on compliance with its relevant obligations. During the financial year to which this report relates, a review of the arrangements or structures referred to above have been conducted.

Political donations

No political contributions that require disclosure under Irish law were made during the financial year.

Subsidiary companies and branches

Information regarding subsidiary undertakings, including information regarding branches, is provided in Note 27 to the consolidated financial statements.

Going concern

The directors have a reasonable expectation that the Pentair plc Group and Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Post balance sheet events

There were no material post balance sheet events.

Auditor

The auditor, Deloitte Ireland LLP, Chartered Accountants and Statutory Audit Firm, continues in office in accordance with Section 383(2) of the Companies Act 2014.

On behalf of the Directors

/s/ John L. Stauch Director

/s/ Glynis A. Bryan Director

February 16, 2021

PENTAIR PLC

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the directors' report and the financial statements in accordance with the Companies Act 2014.

Irish company law requires the directors to prepare financial statements for each financial year. Under the law, the directors have elected to prepare the group financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), as defined in Section 279 of the Companies Act 2014 to the extent that the use of those principles in preparation of the group financial statements does not contravene any provision of Part 6 of the Companies Act 2014, and the parent company financial statements in accordance with FRS 102 The Financial Reporting Standard applicable in the U.K. and Republic of Ireland issued by the Financial Reporting Council ("relevant financial reporting framework"). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the group and the company as at the financial year end date and of the profit or loss of the group for the financial year and otherwise comply with the Companies Act 2014.

In preparing the group and company financial statements, the directors are required to:

  • • select suitable accounting policies for the group and the parent company financial statements and then apply them consistently;

  • • make judgments and estimates that are reasonable and prudent;

  • • state whether the financial statements have been prepared in accordance with applicable accounting standards, identify those standards, and note the effect and the reasons for any material departure from those standards; and

  • • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for ensuring that the company keeps or causes to be kept adequate accounting record which correctly explain and record the transactions of the company, enable at any time the assets, liabilities, financial position and profit or loss of the group and company to be determined with reasonable accuracy, enable them to ensure that the group and company financial statements and directors' report comply with the Companies Act 2014 and enable financial statements to be audited. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Legislation in Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PENTAIR plc (the "GROUP")

Report on the audit of the financial statements

Opinion on the financial statements of Pentair plc

In our opinion the Group and Parent Company financial statements:

  • • give a true and fair view of the assets, liabilities and financial position of the Group and Parent Company as at 31 December 2020 and of the profit of the Group for the financial year then ended; and

  • • have been properly prepared in accordance with the relevant financial reporting frameworks and, in particular, with the requirements of the Companies Act 2014.

The financial statements we have audited comprise:

the Group financial statements:

  • • the Consolidated Profit and Loss Account and the Statement of Comprehensive Profit (Loss);

  • • the Consolidated Balance Sheet;

  • • the Consolidated Statement of Cash Flows;

  • • the Consolidated Reconciliation of Movement in Shareholders' Funds; and

  • • the related notes 1 to 28, including a summary of significant accounting policies as set out in note 1.

the Parent Company financial statements:

  • • the Company Balance Sheet;

  • • the Company Statement of Changes in Equity; and

  • • the related notes 1 to 11, including a summary of significant accounting policies as set out in note 1.

The relevant financial reporting framework that has been applied in the preparation of the Group financial statements is the Companies Act 2014 and U.S. Generally Accepted Accounting Principles (U.S. GAAP), as defined in Section 279 of the Companies Act 2014, to the extent that the use of those principles in the preparation of the financial statements does not contravene Part VI of the Companies Act 2014 ("the relevant financial reporting framework").

The relevant financial reporting framework that has been applied in the preparation of the Parent Company financial statements is the Companies Act 2014 and FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" issued by the Financial Reporting Council ("the relevant financial reporting framework").

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our responsibilities under those standards are described below in the "Auditor's responsibilities for the audit of the financial statements" section of our report.

We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority, as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Summary of our audit approach

Key audit matters

The key audit matters that we identified in the current year were:

  • • Valuation of Indefinite-life Trade Names; and

  • • Completeness of Uncertain Tax Positions.

Materiality

The materiality that we used for the Group and Parent Company financial statements in the current year was $27,500,000 which was determined on the basis of profit before tax.

Scoping

We determined the scope of our audit by obtaining an understanding of the Group and Parent Company and its environment, including Group-wide controls, and assessing the risks of material misstatement at the Group level.

Significant changes in our approach

No significant changes to note.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors' assessment of the Group and Parent Company's ability to continue to adopt the going concern basis of accounting included:

  • • Evaluating the cash flow forecast prepared by the Group, including considering whether key assumptions used in the preparation of the forecast are reasonable and whether the forecast reflects the estimated economic impacts of risks relating to the business;

  • • Assessing the financing facilities available to the Group, the nature of the facilities, the repayment terms of those facilities and the financial covenants in debt agreements;

  • • Performing sensitivity analysis on the cash flow forecast;

  • • Assessing the amount of headroom available in respect of both the cash forecast and debt covenant compliance;

  • • Evaluating management's ability to forecast accurately based on assessment of the historical accuracy of budgets.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively , may cast significant doubt on the Group and Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current financial year and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of Indefinite-life Trade names

Key audit matter description

The evaluation by the Group of indefinite-lived trade names for impairment involves the comparison of the estimated fair value of each indefinite-life trade name to its carrying value. The Group determines the estimated fair value of its trade names using the income approach, more specifically, the relief-from-royalty method. The determination of the estimated fair value using the relief-from-royalty method requires management to make significant estimates and assumptions including selecting appropriate royalty and weighted average cost of capital (WACC) rates and forecasting future revenues for the related brands. Changes in these assumptions could have a significant impact on the estimated fair value of indefinite-lived trade names. For certain of the Group's indefinite-life trade names, a significant change in estimated fair value could cause a significant impairment.

The indefinite-lived trade names balance was $180.6 million as of 31 December 2020 (2019: $173.4 million), of which certain trade names are higher risk for impairment. When identifying the higher risk indefinite-lived trade names, we considered the relationship of their fair value to carrying value. The estimated fair values of these trade names exceeded their carrying values as of the measurement date and, therefore, no impairment was recognised.

Given the level of judgment involved, management uses a third-party fair value specialist to assist in establishing the royalty and WACC rate assumptions. The future trade name revenues are sensitive to changes in demand. Auditing these assumptions involved a high degree of auditor judgment, and an increased extent of audit effort, including the need to involve our fair value specialists.

Refer to note 1 (accounting policy for identifiable intangible assets) and note 5 in the financial statements.

How the scope of our audit responded to the key audit matter

In order to evaluate management's assumptions and data inputs to forecast future trade name revenues and selection of the royalty and WACC rates used in the valuation of the indefinite-life trade names, we performed the following specific procedures:

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

  • • We assessed management's ability to prepare accurate revenue forecasts by performing a retrospective review to compare actual results to management's historical forecasts.

  • • We evaluated the reasonableness of management's trade name revenue forecasts by inquiring of management regarding the forecasts and comparing the forecasts to (1) historical results, (2) internal communications to the Board of Directors, and (3) forecasted information included in Company press releases, analyst and industry reports of the Group and companies in its peer group.

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

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

Key observations

Based on the audit evidence obtained, we found that the data and assumptions used by management to forecast future trade name revenues and selection of the royalty and WACC rates used in the valuation of indefinite-life trade names to be within a range we consider reasonable.

Completeness of Uncertain Tax Positions

Key audit matter description

The Group assesses uncertain tax positions ("UTP") based upon an evaluation of available information and records a liability when a position taken or expected to be taken in a tax return does not meet certain measurement or recognition criteria. A tax benefit is recognized only if management believes it is likely that the tax position will be sustained upon examination by the relevant tax authority. Determining the completeness of UTPs is complex and significant judgment is involved in identifying which positions may not meet the required measurement or recognition criteria.

As of 31 December 2020, the Group's recorded UTP balance was $46.3 million (31 December 2019 $47.4 million).

The UTP analysis is complex as it includes numerous tax jurisdictions and varying applications of tax laws. Given the multiple jurisdictions in which the Group operates and the complexity of tax law, auditing the completeness of UTPs involved a high degree of auditor judgment, and an increased extent of audit effort, including the need to involve our tax specialists.

Refer also to note 1 (accounting policy for income taxes) and note 10 in the financial statements.

How the scope of our audit responded to the key audit matter

In order to evaluate the completeness of uncertain tax positions in material jurisdictions, we performed the following specific procedures:

  • • We tested the effectiveness of controls over management's determination of the existence of UTPs.

  • • With the assistance of our income tax specialists, we assessed the Group's determination of the existence of UTPs. In particular, our procedures included:

    • o Evaluating the Group's significant judgments related to completeness of UTPs in material jurisdictions (U.S. and Switzerland):

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

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

We assessed the appropriateness and consistency of management's methods and assumptions used in identifying uncertain tax positions.

We evaluated former and ongoing tax audits by tax authorities.

We considered changes in and assessed the Company's interpretation of applicable tax laws.

We inspected the Group's filed tax returns and the tax provision to obtain an understanding of significant differences. We assessed whether the appropriate UTPs were recorded as well as whether any additional UTPs needed to be considered.

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

Key observations

Based on the evidence obtained, we found that management's judgement as to which uncertain tax positions in material jurisdictions do not meet the required measurement or recognition criteria are reasonable.

Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not to express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any of the risks described above, and we do not express an opinion on these individual matters.

Our application of materiality

We define materiality as the magnitude of misstatement that makes it probable that the economic decisions of a reasonably knowledgeable person, relying on the financial statements, would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

We determined materiality for the Group to be $27,500,000 which is approximately 6.3% of profit before tax. We have considered profit before tax to be the critical component for determining materiality because it is of the most importance to the principle external users of the financial statements.

As Pentair plc, the Company, is a component that is consolidated into Pentair plc and subsidiaries, the materiality determination for the Group audit as noted above was utilized for the audit of the Company Financial Statements as component materiality cannot exceed Group materiality.

We agreed with the Audit Committee that we would report to them any audit differences in excess of $1,375,000 as well as differences below that threshold which, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

An overview of the scope of our audit

We determined the scope of our audit by obtaining an understanding of the Group and its environment, including Group-wide controls, and assessing the risks of material misstatement at the Group level. Based on that assessment, we focused our Group audit scope primarily on the audit work of six components, which were subject to a full scope audit. The six significant components comprised 66% of total operating income for the year ended December 31, 2020. They were also selected to provide an appropriate basis for undertaking audit work to address the risks of material misstatement identified above. Our audit work at the six components was executed at levels of materiality applicable to each individual component which were lower than Group materiality and ranged from $11 million to $17.6 million.

The Parent Company is audited directly by the Group audit team.

We leveraged Deloitte component auditors in the United States.

Other information

The other information comprises the information included in the Directors' Report and Consolidated Financial Statements, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of directors

As explained more fully in the Directors' Responsibility Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view and otherwise comply with the Companies Act 2014, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (Ireland), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group and Parent Company's internal control.

  • • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

  • • Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group and Parent Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause the entity (or where relevant, the group) to cease to continue as a going concern.

  • • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • • Obtain sufficient appropriate audit evidence regarding the financial information of the business activities within the group to express an opinion on the consolidated financial statements. The group auditor is responsible for the direction, supervision and performance of the group audit. The group auditor remains solely responsible for the audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that the auditor identifies during the audit.

For listed entities and public interest entities, the auditor also provides those charged with governance with a statement that the auditor has complied with relevant ethical requirements regarding independence, including the Ethical Standard for Auditors (Ireland) 2016, and communicates with them all relationships and other matters that may reasonably be thought to bear on the auditor's independence, and where applicable, related safeguards.

Where the auditor is required to report on key audit matters, from the matters communicated with those charged with governance, the auditor determines those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. The auditor describes these matters in the auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, the auditor determines that a matter should not be communicated in the auditor's report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

Opinion on other matters prescribed by the Companies Act 2014

Based solely on the work undertaken in the course of the audit, we report that:

  • • We have obtained all the information and explanations which we consider necessary for the purposes of our audit.

  • • In our opinion the accounting records of the Parent Company were sufficient to permit the financial statements to be readily and properly audited.

  • • The Parent Company balance sheet is in agreement with the accounting records.

  • • In our opinion the information given in those parts of the directors' report as specified for our review is consistent with the financial statements and has been prepared in accordance with the Companies Act 2014.

Matters on which we are required to report by exception

Based on the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

The Companies Act 2014 requires us to report to you if, in our opinion, the company has not provided the information required by Regulation 5(2) to 5(7) of the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 (as amended) for the financial year. We have nothing to report in this regard.

We have nothing to report in respect of the provisions in the Companies Act 2014 which require us to report to you if, in our opinion, the disclosures of directors' remuneration and transactions specified by law are not made.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

/s/ Gerard Casey

For and on behalf of Deloitte Ireland LLP Chartered Accountants and Statutory Audit Firm Deloitte & Touch House, Earlsfort Terrace, Dublin 2 16 February 2021

Pentair plc and Subsidiaries

Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss)

In millions, except per-share data

Note 14

Financial years ended December 31

2020

Continuing Discontinued Operations Operations

2019

Total

Continuing Discontinued Operations OperationsTotal

Net sales

$

3,017.8 $

$

- $ 2,957.2

Cost of goods sold Gross profit

1,960.2

- $ 3,017.8 - 1,960.2

2,957.2 $ 1,905.7

- 1,905.7

1,057.6

1,057.6

1,051.5

- 1,051.5

Selling, general and administrative Research and development Operating profit

461.4

16

43.3

43.4

45.3

0.1 45.4

Loss (gain) on sale of businesses Interest receivable and similar income Interest payable and similar charges Other expense (income)

432.1

433.7

  • (7.6) 399.9

  • Profit (loss) before taxation Taxation

    10

    520.5

    (19.4)

    75.0

    75.7

    0.1

    5.3

    - (1.2) - 1.2 - - 0.1 (0.5) 1.6 0.1

    519.3

    540.1 78.9 432.5

    7.4 547.5

    75.7

    - 78.9

    462.6

    (7.4) 425.1

    (19.4)

    0.1

    (2.2) - (2.2) (15.2) - (15.2)

    75.1

    4.8

    (2.9) 407.5 45.8

    0.1 (2.8)

  • (1.6) 44.2

    Profit (loss) of the group for the financial year

    $

    357.1 $

    1.5 $

    358.6

    $

    361.7 $

  • (6.0) $ 355.7

Comprehensive profit (loss), net of tax

Profit (loss) of the group for the financial year Changes in cumulative translation adjustment

$

357.1 $ 49.0

1.5 $ - -

  • 358.6 $ 49.0

361.7 $

(6.0) $ 355.7

(15.3) - (15.3)

Changes in market value of derivative financial instruments, net of tax

(29.8)

(29.8)

17.4 - 17.4

Comprehensive profit (loss)

$

376.3 $

1.5 $

377.8

Earnings (loss) per ordinary share Basic

$

363.8 $

(6.0) $ 357.8

Diluted

  • $ 2.13 $

  • $ 2.12 $

3 3

  • $ 2.14 $

    0.01 $ 0.01 $

    2.15 2.14

    See accompanying notes to consolidated financial statements.

    • $ 2.14 $

      (0.04) $ 2.10 (0.03) $ 2.09

Pentair plc and Subsidiaries Consolidated Balance SheetsDecember 31

In millions Fixed assets Intangible assets Tangible assets Right-of-use assets Financial assets

Note

  • 5 $ 18

2020

2019

2,718.1 $ 2,597.5

21

301.2 283.2 83.6 77.2 63.8 60.9

Total fixed assets 3,166.7 3,018.8

Current assets

528.2 660.8

Stocks Debtors

7 22

420.0 377.4

Cash at bank and in hand Total current assets

82.1 82.5

1,030.3 1,120.7

Creditors (amounts falling due within one year)

19

803.7 754.3

Net current assets

226.6 366.4

Total assets less current liabilities

3,393.3 3,385.2

  • 963.3 1,120.2

  • Creditors (amounts falling due after more than one year) Provisions for liabilities

    20 23

  • 323.7 311.1

Net assets

$

2,106.3 $

1,953.9

Capital and Reserves

  • 12 $

1.7 $ 1.7

Called-up share capital presented as equity Share premium account

156.2 118.6

Other reserves

1,524.5

1,659.1

Profit and loss account

Accumulated other comprehensive loss Total shareholders' funds

6

$

2,106.3 $

631.2 (207.3)

401.0 (226.5) 1,953.9

See accompanying notes to consolidated financial statements.

Approved by the Board of Directors on February 16, 2021 and signed on its behalf by:

/s/ John L. Stauch Director

/s/ Glynis A. Bryan

Director

Pentair plc and Subsidiaries Consolidated Statements of Cash Flows

Financial years ended

December 31

In millions Operating activities

Profit of the group for the financial year

2020

2019

$

358.6 $ 355.7

(Profit) loss from discontinued operations, net of tax

(1.5) 6.0

Adjustments to reconcile profit of the group to net cash provided by (used for) operating activities Equity income of unconsolidated subsidiaries

(1.4) (3.5)

Depreciation

46.7 48.3

Amortization

28.4 31.7

Loss (gain) on sale of businesses Deferred taxation

Share-based compensation Asset impairment

Pension and other post-retirement expense Pension and other post-retirement contributions

Changes in assets and liabilities, net of effects of business acquisitions

0.1 (2.2)

4.6 (18.4)

20.3 21.4

- 21.2

12.2 1.9

(8.4) (20.9)

Trade debtors

148.3 (17.5)

Stocks

(29.1) 13.6

Trade creditors Other

(81.9) (63.6)

77.3 (28.5)

Net cash provided by operating activities of continuing operations

574.2 345.2

Net cash (used for) provided by operating activities of discontinued operations Net cash provided by operating activities

(0.6) 7.8

573.6 353.0

Investing activities

Capital expenditures

(62.2) (58.5)

Proceeds from sale of tangible assets Proceeds from sale of businesses Acquisitions, net of cash acquired Other

0.1 0.6

- 15.3

(58.0) (287.8)

2.2 (1.5)Net cash used for investing activities Financing activities

Net (repayments) receipts of commercial paper and revolving long-term debt Proceeds from long-term debt

Repayment of long-term debt

Shares issued to employees, net of shares withheld Repurchases of ordinary shares

(117.9) (331.9)

(117.5) 51.5

- 600.0

(74.0) 32.9

(401.5)

12.5

(150.2) (150.0)

Dividends paid

(127.1) (122.7)

Other

- (6.9)Net cash used for financing activities

(435.9) (17.1)

Effect of exchange rate changes on cash at bank and in hand

(20.2) 4.2

Change in cash at bank and in hand

(0.4) 8.2

$

82.1 $ 82.5

Cash at bank and in hand, beginning of financial year Cash at bank and in hand, end of financial year

82.5 74.3

Supplemental disclosure of cash flow information

Cash paid for interest, net

$

41.0 $ 33.7

Cash paid for income taxes, net

67.7 59.0

See accompanying notes to consolidated financial statements.

Pentair plc and Subsidiaries

Consolidated Reconciliation of Movements in Shareholders' Funds

Called-up & fully paid share capital

In millions

NumberAmount

Other reserves

Share

Capital

Profit and

other

premium

redemption

loss

comprehensive

account

reserve

loss (note 6)

account

AccumulatedOther

Total

Balance - December 31, 2018

171.4 $

1.7

$

101.5 $

0.1 $ 1,792.2 $

169.2 $

(228.6) $ 1,836.1

Profit after taxation

Other comprehensive income, net of tax

-

Dividends declared

- - -

- - - - - - - - 1.7

- - - -

- - -

- -

355.7

  • - (123.9)

Share repurchases

(4.0)

  • - (150.0)

Exercise of options, net of shares tendered for payment

Issuance of restricted shares, net of cancellations

Shares surrendered by employees to pay taxes

Share-based compensation

21.4

- 168.3 $

0.7 0.3

(0.1)

17.1

- - -

- - - -

(4.6)

- -

- - - - -

-

355.7

2.1

2.1

-

(123.9)

-

(150.0)

-

17.1

-

-

-

(4.6)

-

21.4

Balance - December 31, 2019

$

118.6 $

0.1 $ 1,659.0 $

401.0 $

(226.5) $ 1,953.9

Profit after taxation

358.6

- 358.6

Other comprehensive income, net of tax

- - -

- - - - - - - - 1.7

- - - - 37.6

- - -

- -

-

19.2 19.2

Dividends declared

  • - (128.4)

  • - (128.4)

  • Share repurchases

    (3.7)

    • - (150.2)

    - - - - -

  • - (150.2)

Exercise of options, net of shares tendered for payment

1.3

37.6

Issuance of restricted shares, net of cancellations Shares surrendered by employees to pay taxes

Share-based compensation

(0.1)

0.3

-

- - -

- - - -

20.3

- - (4.7)

- - - -

- (4.7)

20.3

Balance - December 31, 2020

166.1 $

$

156.2 $

0.1 $ 1,524.4 $

631.2 $

(207.3) $ 2,106.3

See accompanying notes to consolidated financial statements.

1. Basis of Presentation and Summary of Significant Accounting Policies Business

Pentair plc and its consolidated subsidiaries ("we," "us," "our," "Pentair," the "Company" or the "Group") is a pure play water industrial manufacturing company comprised of two reporting segments: Consumer Solutions and Industrial & Flow Technologies.

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 and the availability and distribution of vaccines to address the COVID-19 virus, its 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 or constrained supply that could materially adversely impact our business, financial condition, results of operations, liquidity and cash flows in future periods.

Basis of presentation

Pentair plc is a public limited company, incorporated in the Republic of Ireland under the Companies Act 2014. The books and accounting records of Pentair plc are maintained at the Company's executive office at Regal House, 70 London Road, Twickenham, London, TW13QS U.K. and are readily accessible at Pentair plc's registered address of Arthur Cox, 10 Earlsfort Terrace, Dublin 2, D02 T380 Ireland. The Company's registration number is 536025.

The directors have elected to prepare the consolidated financial statements in accordance with the Companies Act 2014 which provides that a true and fair view of the assets, liabilities and financial performance may be given by preparing the financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), as defined in Section 279 of the Companies Act 2014 to the extent that the use of those principles in the preparation of the financial statements does not contravene any provision of Part 6 of the Companies Act 2014 ("the relevant financial reporting framework").

These consolidated financial statements were prepared in accordance with Irish company law, to present to shareholders and file with the Companies Registration Office in Ireland. Accordingly, these consolidated financial statements include disclosures and other presentational and measurement amendments required by the Republic of Ireland's Companies Act 2014 in addition to those required under U.S. GAAP.

The accompanying consolidated financial statements have been prepared in United States dollars ("USD") and reflect the consolidated operations of Pentair plc and its subsidiaries, both the United States ("U.S.") and non-U.S., which we control, and where deemed appropriate the presentation format varies from the prescribed formats in Schedule 3 of the Companies Act 2014. Intercompany accounts and transactions have been eliminated. Investments in companies of which we own 20% to 50% of the voting stock or have the ability to exercise significant influence over operating and financial policies of the investee are accounted for using the equity method of accounting and as a result, our share of the earnings or losses of such equity affiliates is included in the Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss).

Financial year

Our financial year ends on December 31.

Use of estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include our accounting for valuation of goodwill and indefinite lived intangible assets, estimated losses on accounts receivable, estimated realizable value on excess and obsolete stocks, percentage of completion revenue recognition, assets acquired and liabilities assumed in acquisitions, estimated selling proceeds from assets held for sale, contingent liabilities, income taxes and pension and other post-retirement benefits. Actual results could differ from our estimates.

Revenue recognition

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for transferring those goods or providing services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

When determining whether the customer has obtained control of the goods or services, we consider any future performance obligations. Generally, there is no post-shipment obligation on product sold other than warranty obligations in the normal and ordinary course of business. In the event significant post-shipment obligations were to exist, revenue recognition would be deferred until Pentair has substantially accomplished what it must do to be entitled to the benefits represented by the revenue.

Performance obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for purposes of revenue recognition. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. For contracts with multiple performance obligations, standalone selling price is generally readily observable.

Our performance obligations are satisfied at a point in time or over time as work progresses. Revenue from goods and services transferred to customers at a point in time accounted for 92.2% and 92.0% of our revenue for the years ended December 31, 2020 and 2019, respectively. Revenue on these contracts is recognized when obligations under the terms of the contract with our customer are satisfied; generally this occurs with the transfer of control upon shipment.

Revenue from products and services transferred to customers over time accounted for 7.8% and 8.0% of our revenue for the years ended December 31, 2020 and 2019, respectively. For the majority of our revenue recognized over time, we use an input measure to determine progress towards completion. Under this method, sales and gross profit are recognized as work is performed generally based on the relationship between the actual costs incurred and the total estimated costs at completion ("the cost-to-cost method") or based on efforts for measuring progress towards completion in situations in which this approach is more representative of the progress on the contract than the cost-to-cost method. Contract costs include labor, material, overhead and, when appropriate, general and administrative expenses. Changes to the original estimates may be required during the life of the contract, and such estimates are reviewed on a regular basis. Sales and gross profit are adjusted using the cumulative catch-up method for revisions in estimated total contract costs. These reviews have not resulted in adjustments that were significant to our results of operations. For performance obligations related to long term contracts, when estimates of total costs to be incurred on a performance obligation exceed total estimates of revenue to be earned, a provision for the entire loss on the performance obligation is recognized in the period the loss is determined.

On December 31, 2020, we had $76.7 million of remaining performance obligations on contracts with an original expected duration of one year or more. We expect to recognize the majority of our remaining performance obligations on these contracts within the next 12 to 18 months.

Sales returns

The right of return may exist explicitly or implicitly with our customers. Our return policy allows for customer returns only upon our authorization. Goods returned must be products we continue to market and must be in salable condition. When the right of return exists, we adjust the transaction price for the estimated effect of returns. We estimate the expected returns based on historical sales levels, the timing and magnitude of historical sales return levels as a percent of sales, type of product, type of customer and a projection of this experience into the future.

Pricing and sales incentives

Our contracts may give customers the option to purchase additional goods or services priced at a discount. Options to acquire additional goods or services at a discount can come in many forms, such as customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives.

We reduce the transaction price for certain customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives that represent variable consideration. Sales incentives given to our customers are recorded using either the expected value method or most likely amount approach for estimating the amount of consideration to which Pentair shall be entitled. The expected value is the sum of probability-weighted amounts in a range of possible consideration amounts. An expected value is an appropriate estimate of the amount of variable consideration when there are a large number of contracts with similar characteristics. The most likely amount is the single most likely amount in a range of possible consideration amounts (that is, the single most likely outcome of the contract). The most likely amount is an appropriate

estimate of the amount of variable consideration if the contract has limited possible outcomes (for example, an entity either achieves a performance bonus or does not).

Pricing is established at or prior to the time of sale with our customers, and we record sales at the agreed-upon net selling price. However, one of our businesses allows customers to apply for a refund of a percentage of the original purchase price if they can demonstrate sales to a qualifying end customer. We use the expected value method to estimate the anticipated refund to be paid based on historical experience and reduce sales for the probable cost of the discount. The cost of these refunds is recorded as a reduction of the transaction price.

Volume-based incentives involve rebates that are negotiated at or prior to the time of sale with the customer and are redeemable only if the customer achieves a specified cumulative level of sales or sales increase. Under these incentive programs, at the time of sale, we determine the most likely amount of the rebate to be paid based on forecasted sales levels. These forecasts are updated at least quarterly for each customer, and the transaction price is reduced for the anticipated cost of the rebate. If the forecasted sales for a customer change, the accrual for rebates is adjusted to reflect the new amount of rebates expected to be earned by the customer.

Shipping and handling costs

Amounts billed to customers for shipping and handling activities after the customer obtains control are treated as a promised service performance obligation and recorded in Net sales in the accompanying Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss). Shipping and handling costs incurred by Pentair for the delivery of goods to customers are considered a cost to fulfill the contract and are included in Cost of goods sold in the accompanying Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss).

Contract assets and liabilities

Contract assets consist of unbilled amounts resulting from sales under long-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, such as when the customer retains a small portion of the contract price until completion of the contract. We typically receive interim payments on sales under long-term contracts as work progresses, although for some contracts, we may be entitled to receive an advance payment. Contract liabilities consist of advanced payments, billings in excess of costs incurred and deferred revenue.

Contract assets are recorded within Debtors, and contract liabilities are recorded within Creditors (amounts falling due within one year) in the Consolidated Balance Sheets.

Contract assets and liabilities consisted of the following:

In millions

$ Change

% Change

Contract assets

$

50.1 $

41.0

$

9.1

22.2 %

Contract liabilities

27.5

32.6

(5.1)

(15.6)%

Net contract assets

$

22.6 $

8.4

$

14.2

169.0 %

December 31 2020 2019

The $14.2 million increase in net contract assets from December 31, 2019 to December 31, 2020 was primarily the result of timing of milestone payments. Approximately 85% of our contract liabilities at December 31, 2019 were recognized in revenue during the twelve months ended December 31, 2020. There were no impairment losses recognized on our contract assets for the twelve months ended December 31, 2020 and December 31, 2019.

Practical expedients and exemptions

We generally expense incremental costs of obtaining a contract when incurred because the amortization period would be less than one year. These costs primarily relate to sales commissions and are recorded in Selling, general and administrative expense in the Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss).

We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Further, we do not adjust the promised amount of consideration for the effects of a significant financing component if we expect, at contract inception, that the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

Revenue by category

We disaggregate our revenue from contracts with customers by segment, geographic location and vertical, as we believe these best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Refer to Note 14 for revenue disaggregated by segment.

Geographic net sales information, based on geographic destination of the sale, was as follows:

Years ended December 31

$

2,011.7 $ 1,866.7

In millions U.S.

2020

2019

427.5 480.6

$

3,017.8 $

2,957.2

Western Europe Developing (1) Other Developed (2) Consolidated net sales (3)

375.3 401.6

203.3 208.3

  • (1) Developing includes China, Eastern Europe, Latin America, the Middle East and Southeast Asia.

  • (2) Other Developed includes Australia, Canada and Japan.

(3) Net sales in Ireland, for each of the years presented, were not material.

Vertical net sales information was as follows:

Years ended December 31

In millions Residential Commercial Industrial Consolidated net sales

$

$

2020

2019

1,883.4 $

1,668.2

528.6

627.3

605.8

661.7

3,017.8 $

2,957.2

Research and development

We conduct research and development ("R&D") activities primarily in our own facilities, which mostly consist of development of new products, product applications and manufacturing processes. We expense R&D costs as incurred. R&D expenditures during 2020 and 2019 were $75.7 million and $78.9 million, respectively.

Cash equivalents

We consider highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents.

Trade debtors and concentration of credit risk

We record an allowance for credit losses, reducing our debtors balance to an amount we estimate is collectible from our customers. Estimates used in determining the allowance for credit losses are based on current trends, aging of trade debtors, periodic credit evaluations of our customers' financial condition, and historical collection experience as well as reasonable and supportable forecasts of future economic conditions. We generally do not require collateral.

The following table summarizes the activity in the allowance for credit losses:

In millions

Beginning balance

$

10.3 $

14.0

Bad debt (benefit) expense (1)

(0.4)

1.4

Write-offs, net of recoveries

(1.6)

(4.1)

Other (2)

0.1

(1.0)

Ending balance

$

8.4 $

10.3

Years ended December 31 2020 2019

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

  • (2) Other amounts are primarily the effects of changes in currency translations and the impact of allowance for credits.

Stocks

Stocks are stated at lower of cost or net realizable value with substantially all inventories recorded using the first-in, first-out ("FIFO") cost method.

Tangible assets

Tangible assets are stated at historical cost. We compute depreciation by the straight-line method based on the following estimated useful lives:

Years

Land improvements

5 to 20

Buildings and leasehold improvements

5 to 50

Machinery and equipment

3 to 15

Significant improvements that add to productive capacity or extend the lives of properties are capitalized. Costs for repairs and maintenance are charged to expense as incurred. When property is retired or otherwise disposed of, the recorded cost of the assets and their related accumulated depreciation are removed from the Consolidated Balance Sheets and any related gains or losses are included in the Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss).

The following table presents geographic Tangible assets by region as of December 31:

In millions

2020

2019

U.S.

$

183.6 $

172.3

Western Europe

76.7

69.7

Developing (1)

30.4

31.1

Other Developed (2)

10.5

10.1

Consolidated (3)

$

301.2 $

283.2

(1) Developing includes China, Eastern Europe, Latin America, the Middle East and Southeast Asia.

(2) Other Developed includes Australia, Canada and Japan.

(3) Tangible assets in Ireland, for each of the years presented, were not material.

We review the recoverability of long-lived assets to be held and used, such as tangible assets, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset or asset group, an impairment loss is recognized for the difference between estimated fair value and carrying value. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the cost to dispose of the assets. The measurement of impairment requires us to estimate future cash flows and the fair value of long-lived assets. We recorded no material long-lived asset impairment charges in 2020 or 2019.

Right-of-use assets

These operating lease right-of-use ("ROU") assets are included in Right-of-use assets on Consolidated Balance Sheets, and represent our right to use the underlying asset for the lease term. Our obligation to make lease payments arising from the lease are included in Creditors (amounts falling due within one year) and Creditors (amounts falling due after more than one year) on the Consolidated Balance Sheets. Lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As we cannot readily determine the rate implicit in the lease, we use our incremental borrowing rate, determined by country of lease origin, based on the anticipated lease term at the commencement date in determining the present value of lease payments. The ROU asset also excludes any accrued lease payments and unamortized lease incentives. The ROU assets are subsequently measured at cost less accumulated amortization and impairment losses. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, and by reducing the carrying amount to reflect the lease payments made.

For measurement and classification of lease agreements, we group lease and non-lease components into a single lease component for all underlying asset classes. Accordingly, all costs associated with a lease contract are accounted for as one lease cost.

Goodwill and identifiable intangible assets Goodwill

Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible net assets and identifiable intangible assets purchased and liabilities assumed. Irish company law requires goodwill and indefinite-lived intangible assets to be amortized. However, Pentair does not believe this gives a true and fair view because not all goodwill and intangible assets decline in value. In addition, since goodwill that does decline in value rarely does so on a straight-line basis, straight-line amortization of goodwill over an arbitrary period does not reflect the economic reality. Therefore, in order to present a true and fair view of the economic reality, under U.S. GAAP, goodwill and certain other intangible assets are considered indefinite-lived and are not amortized.

We test our goodwill for impairment at least annually during the fourth quarter or more frequently if events or changes in circumstances indicate that the asset might be impaired. We perform our annual or interim goodwill impairment test by comparing the fair value of the relevant reporting unit with its carrying amount. We would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting unit.

We have the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. However, we may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist.

During 2020, a quantitative assessment was performed. The fair value of each reporting unit was determined using a discounted cash flow analysis and market approach. Projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate. Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry. The non-recurring fair value measurement is a "Level 3" measurement under the fair value hierarchy. For 2020 annual impairment test, the estimated fair value exceeded the carrying value in each of our reporting units, therefore, no impairment charge was required.

During 2019, a qualitative assessment was performed. We determined that it was more likely than not that the fair value of the reporting units exceeded their respective carrying values. Factors considered in the analysis included the last discounted cash flow fair value assessment of reporting units and the calculated excess fair value over carrying 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. We also consider the extent to which each of the adverse events and circumstances identified affect the comparison of the respective reporting unit's fair value with its carrying amount. We place more weight on the events and circumstances that most affect the respective reporting unit's fair value or the carrying amount of its net assets. We consider positive and mitigating events and circumstances that may affect its determination of whether it is more likely than not that the fair value exceeds the carrying amount. The non-recurring fair value measurement is a "Level 3" measurement under the fair value hierarchy described in Note 9.

Identifiable intangible assets

Our primary identifiable intangible assets include: customer relationships, trade names, proprietary technology and patents. Identifiable intangibles with finite lives are amortized and those identifiable intangibles with indefinite lives are not amortized. Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Identifiable intangible assets not subject to amortization are tested for impairment annually or more frequently if events warrant. We complete our annual impairment test the first day of the fourth quarter each year for those identifiable assets not subject to amortization.

We compute amortization by the straight-line method based on the following estimated useful lives:

Years

Customer relationships

5 to 20

Trade names

5 to 10

Proprietary technology

5 to 20

Patents

5 to 20

The impairment test for trade names consists of a comparison of the fair value of the trade name with its carrying value. Fair value is measured using the relief-from-royalty method. This method assumes the trade name has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future

revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital. The non-recurring fair value measurement is a "Level 3" measurement under the fair value hierarchy described in Note 9.

There were no impairment charges recorded in any of the years presented for identifiable intangible assets.

Income taxes

We use the asset and liability approach to account for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. We maintain valuation allowances unless it is more likely than not that all or a portion of the deferred tax assets will be realized. Changes in valuation allowances from period to period are included in our tax provision in the period of change. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Pension and other post-retirement plans

We sponsor U.S. and non-U.S. defined-benefit pension and other post-retirement plans. The pension and other post-retirement benefit costs for group-sponsored benefit plans are determined from actuarial assumptions and methodologies, including discount rates and expected returns on plan assets. These assumptions are updated annually and are disclosed in Note 11.

We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year ("mark-to-market adjustment") and, if applicable, in any quarter in which an interim re-measurement is triggered. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value our pension and other post-retirement plans or when assumptions change, as they may each year. The remaining components of pension expense, including service and interest costs and estimated return on plan assets, are recorded on a quarterly basis. The service costs are recorded within Operating income and the interest costs, expected return on plan assets and net actuarial gain/loss components of net periodic pension and other post-retirement benefit costs are recorded within Other expense (income) in the Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss).

Insurance subsidiary

A portion of our property and casualty insurance program is insured through our regulated wholly-owned captive insurance subsidiary, Penwald Insurance Company ("Penwald"). Reserves for policy claims are established based on actuarial projections of ultimate losses. As of December 31, 2020 and 2019, reserves for policy claims included in Provisions for liabilities were $55.0 million and $54.7 million, respectively.

Share-based compensation

We account for share-based compensation awards on a fair value basis. The estimated grant date fair value of each option award is recognized in the Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss) on an accelerated basis over the requisite service period (generally the vesting period). The estimated fair value of each option award is calculated using the Black-Scholes option-pricing model. From time to time, we have elected to modify the terms of the original grant. These modified grants are accounted for as a new award and measured using the fair value method, resulting in the inclusion of additional compensation expense in our Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss).

Restricted share awards and units ("RSUs") are recorded as compensation cost over the requisite service periods based on the market value on the date of grant.

Performance share units ("PSUs") are stock awards where the ultimate number of shares issued will be contingent on the Company's performance against certain performance goals. The Compensation Committee has the ability to adjust performance goals or modify the manner of measuring or evaluating a performance goal using its discretion. The fair value of each PSU is based on the market value on the date of grant. We recognize expense related to the estimated vesting of our PSUs granted. The estimated vesting of the PSUs is based on the probability of achieving certain performance metrics over the specified performance period.

Earnings per ordinary share

We present two calculations of earnings per ordinary share ("EPS"). Basic EPS equals profit divided by the weighted-average number of ordinary shares outstanding during the period. Diluted EPS is computed by dividing profit by the sum of weighted-average number of ordinary shares outstanding plus dilutive effects of ordinary share equivalents.

Debt

We record our senior notes and term loans at the liability stated in the underlying agreement net of premiums, discounts and debt issuance costs. Revolver and commercial paper issuances are recorded at the amount outstanding. Interest expense is calculated based upon the credit terms of the underlying agreement and recorded in Interest payable and similar charges in the Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss).

Derivative financial instruments

We recognize all derivatives, including those embedded in other contracts, as either assets or liabilities at fair value in our Consolidated Balance Sheets. If the derivative is designated and is effective as a cash-flow hedge, the effective portion of changes in the fair value of the derivative are recorded in Accumulated other comprehensive profit/(loss) ("AOCI") as a separate component of shareholders' funds in the Consolidated Balance Sheets and is recognized in the Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss) when the hedged item affects earnings. If the underlying hedged transaction ceases to exist or if the hedge becomes ineffective, all changes in fair value of the related derivatives that have not been settled are recognized in current earnings. For a derivative that is not designated as or does not qualify as a hedge, changes in fair value are reported in earnings immediately.

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

We use derivative instruments for the purpose of hedging interest rate and currency exposures, which exist as part of ongoing business operations. We do not hold or issue derivative financial instruments for trading or speculative purposes. Our policy is not to enter into contracts with terms that cannot be designated as normal purchases or sales. From time to time, we may enter into short duration foreign currency contracts to hedge foreign currency risks.

Foreign currency translation

The financial statements of the Company's non-U.S. dollar functional currency international subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the rates of exchange at the balance sheet date. Income (loss) and expense items are translated at average monthly rates of exchange. The resultant translation adjustments are included in AOCI, a component of shareholders' funds.

New accounting standards

On January 1, 2020, we adopted ASU No. 2016-13 "Financial Instruments-Credit Losses" and the related amendments (the "new standard"). The new standard changes the methodology used to measure credit losses for certain financial instruments and financial assets, including trade receivables. The approach utilizes an expected credit loss model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of an asset, which may result in earlier recognition of credit losses than under the previous accounting standards.

Under the new standard, we record an allowance for credit losses, reducing our trade receivables balance to an amount we estimate is collectible from our customers. The estimates used in determining the allowance for credit losses are based on historical collection experience, including write-offs and recoveries, periodic credit evaluations of our customers' financial situation, and current circumstances as well as reasonable and supportable forecasts of future economic conditions. The adoption of this new standard did not have a material impact on our consolidated financial statements.

2. Acquisitions

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

For Aquion, the excess of purchase price over tangible net assets and identified intangible assets acquired has been allocated to goodwill in the amount of $101.9 million, $4.6 million of which is expected to be deductible for income tax purposes. Identifiable intangible assets acquired as part of the Aquion acquisition include $15.7 million of indefinite-lived trade name intangible assets and $78.8 million of definite-lived customer relationships with an estimated useful life of 15 years.

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

In 2020, our Consumer Solutions reporting segment completed acquisitions with purchase prices totaling $58.0 million in cash, net of cash acquired.

The pro forma impact of these acquisitions was not material.

3. Earnings Per Share

Basic and diluted earnings per share were calculated as follows:

Financial years ended

December 31

In millions, except per share data

2020

2019

Profit of the group for the financial year

358.6 $ 355.7

Profit from continuing operations of the group for the financial year Weighted average ordinary shares outstanding

$ $

357.1 $ 361.7

Basic

166.5 169.4

Dilutive impact of stock options and restricted stock awards Diluted

0.9 1.0

167.4 170.4

Earnings (loss) per ordinary share Basic

$

2.14 $ 2.14

Continuing operations Discontinued operations

0.01 (0.04)

$

2.15 $ 2.10

Basic earnings per ordinary share Diluted

$

2.13 $ 2.12

Continuing operations Discontinued operations

0.01 (0.03)

Diluted earnings per ordinary share

$

2.14 $ 2.09

Anti-dilutive stock options excluded from the calculation of diluted earnings per share

1.7 2.1

4. Restructuring

During 2020 and 2019, we initiated and continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. Initiatives during the years ended December 31, 2020 and 2019 included a reduction in hourly and salaried headcount of approximately 175 employees and 375 employees, respectively.

Restructuring related costs included in Selling, general and administrative expenses in the Profit and Loss Account and Statement of Comprehensive Profit (Loss) included costs for severance and other restructuring costs as follows:

Financial years ended

December 31

In millions

Severance and related costs

$

9.7 $

11.7

Other

4.4

2.3

Total restructuring costs

$

14.1 $

14.0

2020 2019

Other restructuring costs primarily consist of asset impairment and various contract termination costs.

Restructuring costs of continuing operations by reportable segment were as follows:

Financial years ended

December 31

In millions

2020

2019

Consumer Solutions

$

3.6 $

6.7

Industrial & Flow Technologies

4.7

4.9

Other

5.8

2.4

Consolidated

$

14.1 $

14.0

Activity related to accrued severance and related costs of continuing operations recorded in Provision for liabilities in the Consolidated Balance Sheets is summarized as follows:

Financial years ended

December 31

In millions

Beginning balance

$

16.2 $

27.1

Costs incurred

9.7

11.7

Cash payments and other

(10.7)

(22.6)

Ending balance

$

15.2 $

16.2

5. Intangible Assets

The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 by reportable segment were as follows:

2020 2019

Identifiable intangible assets consisted of the following at December 31:

2020

Accumulated

December 31, 2019

Purchase

Foreign

accounting

currency

December 31,

adjustments

translation

2020

14.4 $

12.8 $

1,580.5

-

54.8

811.7

14.4 $

67.6 $

2,392.2

2019

Accumulated

Cost amortization Net

Cost

amortization

Net

$

1,501.4 $

51.9 $

In millions Consumer Solutions

Acquisitions/ divestitures

Industrial & Flow Technologies

756.9

-

Total goodwill

$

2,258.3 $

51.9 $

In millions

Definite-life intangibles Customer relationships

$

Proprietary technology and patents

(25.5) 16.8

Total finite-life intangibles Indefinite-life intangibles Trade names

435.9 $ 46.9 482.8

(308.1) $

(29.4) (337.5)

  • 127.8 $ 17.5 145.3

418.1 $ 42.3 460.4

(269.1) $ 149.0

(294.6) 165.8

180.6

-

180.6

173.4

- 173.4

Total intangibles

$

663.4 $

(337.5) $

325.9

$

633.8 $

(294.6) $ 339.2

Identifiable intangible asset amortization expense in 2020 and 2019 was $28.4 million and $31.7 million, respectively.

There was no impairment charge for intangible assets in 2020 and 2019.

Estimated future amortization expense for identifiable intangible assets during the next five years is as follows:

In millions

2021

2022

2023

2024

2025

Estimated amortization expense

$

23.9 $

16.6 $

13.9 $

13.3 $ 13.3

6. Accumulated Other Comprehensive Loss

Components of Accumulated Other Comprehensive Loss consist of the following:

December 31

In millions

2020

2019

Cumulative translation adjustments

$

(177.1) $ (226.1)

$

(207.3) $ (226.5)

Market value of derivative financial instruments, net of tax Accumulated other comprehensive loss

(30.2) (0.4)

7. Stocks

Stocks consisted of the following at December 31:

December 31

In millions

2020

2019

$

218.7 $ 196.2

Raw materials and supplies Work-in-process

67.2 65.2

134.1 116.0

Finished goods Total stocks

$

420.0 $ 377.4

Aggregate reductions in the carrying value of stocks that were still on hand at December 31, 2020 and 2019, that were deemed to be excess, obsolete, slow-moving or in excess of market value, were $38.6 million and $34.6 million, respectively.

8. Debt

Debt and the average interest rates on debt outstanding were as follows:

Average interest rate at

December 31

Maturity

In millions

December 31, 2020

year

2019

Commercial paper

N/A

2023

$

- $

117.8

Revolving credit facilities

1.244%

2023

36.1

35.8

Term loans

1.224%

2023

200.0

200.0

Senior notes - fixed rate (1)

3.625%

2020

-

74.0

Senior notes - fixed rate (1)

5.000%

2021

103.8

103.8

Senior notes - fixed rate (1)

3.150%

2022

88.3

88.3

Senior notes - fixed rate (1)

4.650%

2025

19.3

19.3

Senior notes - fixed rate (1)

4.500%

2029

400.0

400.0

Unamortized issuance costs and discounts

N/A

N/A

(7.9)

(9.9)

Total debt

839.6

1,029.1

Less: Current maturities and short-term borrowings (note 19)

(103.8)

(74.0)

Long-term debt (note 20)

$

735.8 $

955.1

(1) Senior notes are guaranteed as to payment by Pentair plc.

2020

In April 2018, Pentair, Pentair Investments Switzerland GmbH ("PISG"), Pentair Finance S.à r.l ("PFSA") and Pentair, Inc. entered into a credit agreement, providing for an $800.0 million senior unsecured revolving credit facility with a term of five years (the "Senior Credit Facility"), with Pentair and PISG as guarantors and PFSA and Pentair, Inc. as borrowers. In June 2020, Pentair assumed the PISG guarantee. The Senior Credit Facility has a maturity date of April 25, 2023. Borrowings under the Senior Credit Facility bear interest at a rate equal to an adjusted base rate or the London Interbank Offered Rate, plus, in each case, an applicable margin. The applicable margin is based on, at PFSA's election, Pentair's leverage level or PFSA's public credit rating. In May 2019, PFSA executed an increase of the Senior Credit Facility by $100.0 million for a total commitment up to $900.0 million in the aggregate.

In December 2019, the Senior Credit Facility was amended to provide for the extension of term loans in an aggregate amount of $200.0 million (the "Term Loans"). The Term Loans are in addition to the Senior Credit Facility commitment. In addition, PFSA has the option to further increase the Senior Credit Facility in an aggregate amount of up to $300.0 million, through a combination of increases to the total commitment amount of the Senior Credit Facility and/or one or more tranches of term loans in addition to the Term Loans, subject to customary conditions, including the commitment of the participating lenders.

PFSA is authorized to sell short-term commercial paper notes to the extent availability exists under the Senior Credit Facility. PFSA uses the Senior Credit Facility as back-up liquidity to support 100% of commercial paper outstanding. PFSA had no commercial paper outstanding as of December 31, 2020 and $117.8 million as of December 31, 2019, all of which was classified as long-term debt as we have the intent and the ability to refinance such obligations on a long-term basis under the Senior Credit Facility.

In March 2020, the commercial paper market began to experience high levels of volatility due to uncertainty related to the COVID-19 pandemic. The volatility impacted both market access to and pricing of commercial paper. As a cost mitigation action, we withdrew our credit ratings to access the commercial paper market in the second quarter of 2020 and continued to use the revolving credit facility, along with cash generated from operations, to fund our general operations. As of December 31, 2020, total availability under the Senior Credit Facility was $863.9 million.

Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Senior Credit Facility. The Senior Credit Facility contains covenants requiring us not to permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash in excess of $5.0 million but not to exceed $250.0 million) to our consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense ("EBITDA") on the last day of any period of four consecutive fiscal quarters to exceed 3.75 to 1.00 (the "Leverage Ratio") and (ii) the ratio of our EBITDA to our consolidated interest expense, for the same period to be less than 3.00 to 1.00 as of the end of each fiscal quarter. For purposes of the Leverage Ratio, the Senior Credit Facility provides for the calculation of EBITDA giving pro forma effect to certain acquisitions, divestitures and liquidations during the period to which such calculation relates.

In addition to the Senior Credit Facility, we have various other credit facilities with an aggregate availability of $21.4 million, of which there were no outstanding borrowings at December 31, 2020. Borrowings under these credit facilities bear interest at variable rates.

Debt outstanding, excluding unamortized issuance costs and discounts, at December 31, 2020 matures on a calendar year basis as follows:

- $

19.3 $

400.0 $

In millions

2021

2022

2023

Total

Contractual debt obligation maturities $

103.8 $

88.3 $

236.1 $

847.5

2024

2025

Thereafter

9. Derivatives and Financial Instruments Derivative financial instruments

We are exposed to market risk related to changes in foreign currency exchange rates. To manage the volatility related to this exposure, we periodically enter into a variety of derivative financial instruments. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings and cash flows associated with changes in foreign currency rates. The derivative contracts contain credit risk to the extent that our bank counterparties may be unable to meet the terms of the agreements. The amount of such credit risk is generally limited to the unrealized gains, if any, in such contracts. Such risk is minimized by limiting those counterparties to major financial institutions of high credit quality.

Foreign currency contracts

We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. We manage our economic and transaction exposure to certain market-based risks through the use of foreign currency derivative financial instruments. Our objective in holding these derivatives is to reduce the volatility of net earnings and cash flows associated with changes in foreign currency exchange rates. The majority of our foreign currency contracts have an original maturity date of less than one year.

At December 31, 2020 and 2019, we had outstanding foreign currency derivative contracts with gross notional U.S. dollar equivalent amounts of $12.4 million and $17.0 million, respectively. The impact of these contracts on the Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss) was not material for any period presented.

Cross Currency Swaps

At December 31, 2020 and 2019, we had outstanding cross currency swap agreements with a combined notional amount of $855.1 million and $777.0 million, respectively. The agreements are accounted for as either cash flow hedges, to hedge foreign currency fluctuations on certain intercompany debt, or as net investment hedges to manage our exposure to fluctuations in the Euro-U.S. Dollar exchange rate. As of December 31, 2020 and 2019, we had deferred foreign currency losses of $32.8 million and $1.8 million, respectively, recorded in Accumulated other comprehensive loss associated with our cross currency swap activity.

Foreign Currency Denominated Debt

In September 2015, we designated the €500 million 2.45% Senior Notes due 2019 (the "2019 Euro Notes") as a net investment hedge for a portion of our net investment in our Euro denominated subsidiaries. In June 2018, the Company completed a tender offer for €363.4 million of the 2019 Euro Notes. At that time, the remaining €136.6 million of the 2019 Euro Notes were re-designated as a net investment hedge in our Euro denominated subsidiaries. In September 2019, the 2019 Euro Notes matured and

were paid in full, terminating the net investment hedge. The historical gains/losses on the 2019 Euro Notes have been included as a component of the cumulative translation adjustment account within Accumulated other comprehensive loss. As of December 31, 2020 and December 31, 2019 we had deferred foreign currency gains of $2.8 million, in Accumulated other comprehensive loss associated with the net investment hedge activity.

Fair value measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:

Level 1:

Valuation is based on observable inputs such as quoted market prices (unadjusted) for identical assets or

liabilities in active markets.

Level 2:

Valuation is based on inputs such as quoted market prices for similar assets or liabilities in active markets or

other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term

of the financial instrument.

Level 3:

Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

In making fair value measurements, observable market data must be used when available. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Fair value of financial instruments

The following methods were used to estimate the fair values of each class of financial instrument:

  • short-term financial instruments (cash and cash equivalents, accounts and notes receivable, accounts and notes payable and variable-rate debt) - recorded amount approximates fair value because of the short maturity period;

  • long-term fixed-rate debt, including current maturities - fair value is based on market quotes available for issuance of debt with similar terms, which are inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance;

  • foreign currency contract agreements - fair values are determined through the use of models that consider various assumptions, including time value, yield curves, as well as other relevant economic measures, which are inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance; and

  • deferred compensation plan assets (mutual funds, common/collective trusts and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees) - fair value of mutual funds and cash equivalents are based on quoted market prices in active markets that are classified as Level 1 in the valuation hierarchy defined by the accounting guidance; fair value of common/collective trusts are classified as Level 2 in the valuation hierarchy defined by the accounting guidance.

The recorded amounts and estimated fair values of total debt, excluding unamortized issuance costs and discounts, at December 31 were as follows:

2020

2019

$

353.6 $ 353.6

$

847.5 $

931.5

$

1,039.0 $

1,085.8

In millions Variable rate debt Fixed rate debt Total debt

Recorded Amount

Fair Value

Recorded Amount

Fair Value

236.1 $ 611.4

  • 236.1 $ 695.4

685.4 732.2

Financial assets and liabilities measured at fair value on a recurring and nonrecurring basis were as follows:

Recurring fair value measurements In millions

December 31, 2020

Level 1

Level 2

Level 3

Total

Foreign currency contract liabilities

$

- $ (69.6)

$

12.2 $

(59.2) $

- $ (47.0)

Deferred compensation plan assets - Rabbi Trust (note 21) Total recurring fair value measurements

- $ 12.2

(69.6) $ 10.4

- 22.6

Recurring fair value measurements

December 31, 2019

In millions

Level 1

Level 2

Level 3

Foreign currency contract assets

$

- $

0.1 $

- $

0.1

Foreign currency contract liabilities

-

(11.6)

-

(11.6)

Deferred compensation plan assets - Rabbi Trust (note 21)

12.5

8.8

-

21.3

Total recurring fair value measurements

$

12.5 $

(2.7) $

- $

9.8

Nonrecurring fair value measurements

During the year ended December 31, 2019, we recorded impairment charges for cost method investments in the amount of $21.2 million. We determined the value using unobservable inputs and wrote the balance of the cost method investments to zero.

Total

10. Taxation

Profit from continuing operations before taxation consisted of the following:

Financial years ended

December 31

In millions

Federal (1)

$

7.2 $

(1.6)

International (2)

424.9

409.1

Profit from continuing operations before taxation

$

432.1 $

407.5

2020 2019

  • (1) "Federal" reflects United Kingdom ("U.K.") income (loss) from continuing operations before income taxes.

  • (2) "International" reflects non-U.K. profit from continuing operations before income taxes.

Taxation from continuing operations consisted of the following:

Financial years ended

December 31

70.3 64.2

In millions Currently payable Federal (1) International (2)

2020

2019

$

0.1 $

-

Total current taxation Deferred International (2)

70.4 64.2

4.6 (18.4)

4.6 (18.4)

Total deferred taxation Total taxation

$

75.0 $ 45.8

  • (1) "Federal" represents U.K. taxes.

  • (2) "International" represents non-U.K. taxes.

Reconciliations of the federal taxation at the statutory rate to the Group's effective tax rate on ordinary activities were as follows:

Financial years ended

December 31

Percentages

2020

2019

U.K federal statutory income tax rate

19.0 %

19.0 %

Tax effect of international operations (1)

(3.9)

(8.2)

Change in valuation allowances

1.3

1.1

Excess tax benefits on stock-based compensation

(0.7)

(0.7)

Base erosion and anti-abuse tax

1.7

-

Effective tax rate

17.4 %

11.2 %

(1) The tax effect of international operations consists of non-U.K. jurisdictions.

51

Reconciliations of the Group's beginning and ending gross unrecognized tax benefits were as follows:

Financial years ended

December 31

In millions

2020

2019

Beginning balance

$

47.4 $

51.4

Gross increases for tax positions in prior periods

0.6

0.4

Gross decreases for tax positions in prior periods

-

(0.8)

Gross increases based on tax positions related to the current year

0.2

0.4

Gross decreases related to settlements with taxing authorities

(1.1)

(2.9)

Reductions due to statute expiration

(0.8)

(1.1)

Ending balance

$

46.3 $

47.4

We record gross unrecognized tax benefits in Creditors (amounts falling due within one year) and Creditors (amounts falling due after more than one year) in the Consolidated Balance Sheets. Included in the $46.3 million of total gross unrecognized tax benefits as of December 31, 2020 was $45.9 million of tax benefits that, if recognized, would impact the effective tax rate. It is reasonably possible that the gross unrecognized tax benefits as of December 31, 2020 may decrease by a range of zero to $10.6 million during 2021, primarily as a result of the resolution of non-U.K. examinations, including U.S. state examinations, and the expiration of various statutes of limitations.

Based on the outcome of these examinations, or as a result of the expiration of statute of limitations for specific jurisdictions, it is reasonably possible that certain unrecognized tax benefits for tax positions taken on previously filed tax returns will materially change from those recorded as liabilities in our financial statements. A number of tax periods from 2008 to present are under audit by tax authorities in various jurisdictions, including China, Germany, India, Italy, New Zealand, and the U.S. We anticipate that several of these audits may be concluded in the foreseeable future.

We record penalties and interest related to unrecognized tax benefits in Taxation and Interest payable and related expenses, respectively, in the Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss). As of December 31, 2020 and 2019, we have liabilities of $0.2 million and $0.4 million, respectively, for the possible payment of penalties and $4.6 million and $3.7 million, respectively, for the possible payment of interest expense, which are recorded in Creditors (amounts falling due within one year) in the Consolidated Balance Sheets.

Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as "temporary differences." We record the tax effect of these temporary differences as "deferred tax assets" (generally items that can be used as a tax deduction or credit in future periods) and "deferred tax liabilities" (generally items for which we received a tax deduction but the tax impact has not yet been recorded in the Consolidated Profit and Loss Account and Statement of Comprehensive Profit (Loss)).

Deferred taxes were recorded in the Consolidated Balance Sheets as follows:

December 31

In millions

Deferred taxation (amounts falling due after more than one year) (note 22)

$

27.4 $

29.6

Provisions for liabilities (note 23)

107.4

104.4

Net deferred taxation

$

80.0 $

74.8

2020 2019

The tax effects of the major items recorded as deferred tax assets and liabilities from continuing operations were as follows:

December 31

In millions

Deferred tax assets

Accrued liabilities and reserves

$

59.4 $

41.9

Pension and other post-retirement compensation and benefits

26.2

25.2

Employee compensation and benefits

18.5

19.6

Tax loss and credit carryforwards

744.5

712.0

Interest limitations

49.9

45.0

Total deferred tax assets

898.5

843.7

Valuation allowance

747.3

693.8

Deferred tax assets, net of valuation allowance

151.2

149.9

Deferred tax liabilities

Tangible assets

5.3

8.5

Goodwill and other intangibles

209.0

200.4

Other liabilities

16.9

15.8

Total deferred tax liabilities

231.2

224.7

Net deferred taxation

$

80.0 $

74.8

2020 2019

Included in tax loss and credit carryforwards in the table above is a deferred tax asset of $29.6 million as of December 31, 2020 related to foreign tax credit carryover from the tax period ended December 31, 2017 and related to transition taxes. The entire amount is subject to a valuation allowance. The foreign tax credit is eligible for carryforward until the tax period ending December 31, 2027.

As of December 31, 2020, tax loss carryforwards of $2,923.5 million were available to offset future income. A valuation allowance of $716.7 million exists for deferred income tax benefits related to the tax loss carryforwards which may not be realized. We believe sufficient taxable income will be generated in the respective jurisdictions to allow us to fully recover the remainder of the tax losses. The tax losses primarily relate to non-U.S. carryforwards of $2,824.9 million which are subject to varying expiration periods. Non-U.S. carryforwards of $1,785.0 million are located in jurisdictions with unlimited tax loss carryforward periods, while the remainder will begin to expire in 2021. In addition, there were $98.6 million of U.S. state tax loss carryforwards as of December 31, 2020. U.S. state tax losses of $61.1 million are in jurisdictions with unlimited tax loss carryforward periods, while the remainder will expire in future years through 2040.

Taxes have not been provided on undistributed earnings of subsidiaries where it is our intention to reinvest these earnings permanently or to repatriate the earnings only when it is tax effective to do so. It is not practicable to estimate the amount of tax that might be payable if such earnings were to be remitted.

Impacts of U.S. tax legislation

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Act") was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. For 2018 and subsequent years, the Company considered in its annual effective tax rate additional provisions of the Act including changes to the deduction for executive compensation and interest expense, a tax on global intangible low-taxed income provisions ("GILTI"), the base erosion anti-abuse tax, and a deduction for foreign-derived intangible income. The Company has elected to treat tax on GILTI income as a period cost and has therefore included it in its annual effective tax rate.

In April 2020, the IRS released final regulations as part of the Act that place limitations on the deductibility of certain interest expense for U.S. tax purposes. These regulations resulted in discrete tax expense of approximately $14.1 million in 2020, as well as an increase to our 2020 annual effective tax rate of approximately 0.3%.

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") in response to the COVID-19 pandemic. The CARES Act contains numerous income tax provisions, such as relaxing limitations on the deductibility of interest and the ability to carryback net operating losses arising in taxable years from 2018 through 2020. The CARES Act provides positive cash benefits of approximately $26.9 million, offset by an increase to our 2020 annual effective tax rate of approximately 1.0% and $5.1 million in discrete tax items recorded in 2020, mainly attributable to base erosion and anti-abuse tax related to 2019.

11. Benefit Plans

Pension and other post-retirement plans

We sponsor U.S. and non-U.S. defined-benefit pension and other post-retirement plans. Pension benefits are based principally on an employee's years of service and/or compensation levels near retirement. In addition, we provide certain post-retirement health care and life insurance benefits. Generally, the post-retirement health care and life insurance plans require contributions from retirees.

The information herein relates to defined-benefit pension and other post-retirement plans of our continuing operations only.

Obligations and funded status

The following tables present reconciliations of plan benefit obligations, fair value of plan assets and the funded status of pension plans and other post-retirement plans as of and for the years ended December 31, 2020 and 2019:

Other post-retirementPension plans

plans

In millions

2020

2019

2020

2019

Change in benefit obligations Benefit obligation beginning of year Service cost

$

112.1 $

277.9 $

3.3

2.6

Interest cost Settlements Actuarial loss

2.9 -

7.3

(1.5)

9.3

8.0

Foreign currency translation Benefits paid

1.4

0.1

  • (8.2) (182.3)

14.6 $ - 0.4 - 0.1 - (1.3)

14.9

-

0.6 -

2.0 -

(2.9)

120.8 $

112.1

$

13.8 $

14.6

Benefit obligation end of year Change in plan assets

Fair value of plan assets beginning of year Actual return on plan assets

$ $

31.0 $

180.7 $

3.0

16.0

Company contributions Settlements

7.1 -

18.0

(1.5)

Foreign currency translation Benefits paid

0.8

0.1

(8.2)

(182.3)

- $ - 1.3 - - (1.3)

Fair value of plan assets end of year Funded status

Benefit obligations in excess of the fair value of plan assets

(87.1) $

(81.1) $

(13.8) $

(14.6)

$ $

33.7 $

31.0

$

- $

- - 2.9 - - (2.9) -

The actuarial loss in 2020 was primarily due to declines in the discount rates to reflect economic conditions at December 31, 2020.

Amounts recorded in the Consolidated Balance Sheets were as follows:

Other post-retirementPension plans

plans

In millions

2020

2019

2020

2019

Amount to be settled within one year

$

(5.6) $

(5.3)

$

(1.5) $

(1.7)

Amount to be settled after one year

(81.5)

(75.8)

(12.3)

(12.9)

Benefit obligations in excess of the fair value of plan assets

$

(87.1) $

(81.1)

$

(13.8) $

(14.6)

The accumulated benefit obligation for all defined benefit plans was $119.3 million and $107.1 million at December 31, 2020 and 2019, respectively.

Information for pension plans with an accumulated benefit obligation or projected benefit obligation in excess of plan assets as of December 31 was as follows:

In millions

Accumulated benefit

Projected benefit obligation

obligation

exceeds the fair value

exceeds the fair value of

of plan assets

plan assets

2020

2019

2020

2019

$

120.8 $ 111.7

119.3 107.1

Projected benefit obligation Fair value of plan assets Accumulated benefit obligation

120.8 $ 33.7 N/A

  • 111.7 $ 30.4 N/A

33.7 30.4

Components of net periodic benefit expense for our pension plans for the years ended December 31 were as follows:

In millions

Service cost

$

3.3 $

2.6

Interest cost

2.9

7.3

Expected return on plan assets

(0.8)

(3.9)

Net actuarial loss (gain)

6.8

(4.1)

Net periodic benefit expense

$

12.2 $

1.9

2020 2019

Components of net periodic benefit expense for our other post-retirement plans for the years ended December 31, 2020 and 2019, were not material.

Assumptions

The following table provides the weighted-average assumptions used to determine benefit obligations and net periodic benefit cost as they pertain to our pension and other post-retirement plans.

Other post-retirementPension plans

plans

2020

2019

2020

2019

Benefit obligation assumptions

Discount rate

1.74 %

2.68 %

1.77 %

2.81 %

Rate of compensation increase

3.62 %

3.68 %

N/A

N/A

Net periodic benefit expense assumptions

Discount rate

2.68 %

3.70 %

2.81 %

3.95 %

Expected long-term return on plan assets

3.32 %

4.37 %

N/A

N/A

Rate of compensation increase

3.68 %

3.72 %

N/A

N/A

Discount rates

The discount rate reflects the current rate at which the pension liabilities could be effectively settled at the end of the year based on our December 31 measurement date. The discount rate was determined by matching our expected benefit payments to payments from a stream of bonds rated AA or higher available in the marketplace. There are no known or anticipated changes in our discount rate assumptions that will impact our pension expense in 2021.

Expected rates of return

The expected rate of return is designed to be a long-term assumption that may be subject to considerable year-to-year variance from actual returns. In developing the expected long-term rate of return, we considered our historical returns, with consideration given to forecasted economic conditions, our asset allocations, input from external consultants and broader long-term market indices. Pension plan assets yielded returns of 9.68% and 8.85% in 2020 and 2019, respectively.

Healthcare cost trend rates

The assumed healthcare cost trend rates for other post-retirement plans as of December 31 were as follows:

2020 2019

Healthcare cost trend rate assumed for following year

5.4 %

5.8 %

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)

4.4 %

4.4 %

Year the cost trend rate reaches the ultimate trend rate

2038

2038

Pension plans assets

Objective

The primary objective of our investment strategy is to meet the pension obligation to our employees at a reasonable cost to us. This is primarily accomplished through growth of capital and safety of the funds invested.

Asset allocation

Our actual overall asset allocation for our pension plans as compared to our investment policy goals as of December 31 was as follows:

Actual

Target

Percentages Fixed income Alternative Cash

2020

2019

2020

2019

70 % 30 % - %

70 % 29 % 1 %

71 % 29 % - %

72 % 28 % -%

Fair value measurement

The fair values of our pension plan assets and their respective levels in the fair value hierarchy as of December 31, 2020 and December 31, 2019 were as follows:

31 December 2020

In millions

Level 1

Level 2

Level 3

Total

$

- $ 0.1

Cash and cash equivalents Fixed income

Other investments

-

10.0 10.0

0.1 $ - -

- $ 23.6

- 23.6

Total investments at fair value

$

0.1 $

23.6 $

10.0 $ 33.7

31 December 2019

In millions

Level 1

Level 2

Level 3

Total

$

- $ 0.4

Cash and cash equivalents Fixed income

Other investments

-

8.9 8.9

0.4 $ - -

- $ 21.7

- 21.7

Total investments at fair value

$

0.4 $

21.7 $

8.9 $ 31.0

Valuation methodologies used for investments measured at fair value were as follows:

  • Cash and cash equivalents: Cash consists of cash held in bank accounts and is considered a Level 1 investment. Cash equivalents consist of investments in commingled funds valued based on observable market data. Such investments are considered a Level 2 investment.

  • Fixed income: Investments in corporate bonds and government securities were valued based upon quoted market prices for similar securities and other observable market data. Investments in commingled funds were generally valued at the end of the period based upon the value of the underlying investments as determined by quoted market prices or by a pricing service. Such investments are considered a Level 2 investment.

  • Other investments: Other investments include investments in commingled funds with diversified investment strategies. Investments in commingled funds that were valued based on unobservable inputs due to liquidation restrictions were classified as Level 3.

Activity for our Level 3 pension plan assets held during the years ended December 31, 2020 and 2019 was not material.

Cash flows

Contributions

Pension contributions totaled $7.1 million and $18.0 million in 2020 and 2019, respectively. We anticipate our 2021 pension contributions to be approximately $6.5 million. The 2021 expected contributions will equal or exceed our minimum funding requirements.

Estimated future benefit payments

The following benefit payments, which reflect expected future service or payout from termination, as appropriate, are expected to be paid by the plans in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter are as follows:

Other post-

Pension retirement

In millions

plans plans

2021

$

7.0 $

1.5

2022

7.2

1.4

2023

7.4

1.3

2024

7.6

1.2

2025

7.5

1.1

2026 - 2030

36.0

4.3

Savings plan

We have a 401(k) plan (the "401(k) plan") with an employee share ownership ("ESOP") bonus component, which covers certain union and all non-union U.S. employees who met certain age requirements. Under the 401(k) plan, eligible U.S. employees may voluntarily contribute a percentage of their eligible compensation. We match contributions made by employees who met certain eligibility and service requirements. The 401(k) company match contribution is a dollar-for-dollar (100%) matching contribution on up to 5% of employee eligible earnings, contributed as before-tax contributions.

Our combined expense for the 401(k) plan and the ESOP was $15.3 million and $14.4 million in 2020 and 2019, respectively.

Other retirement compensation

Total other accrued retirement compensation, primarily related to deferred compensation and supplemental retirement plans, was $30.7 million and $29.0 million as of December 31, 2020 and 2019, respectively, and is included in Provisions for liabilities and Creditors (amounts falling due after more than one year) in the Consolidated Balance Sheets.

12. Shareholders' Funds

Authorized shares

Our authorized share capital consists of 426.0 million ordinary shares with a par value of $0.01 per share. There were no changes to the authorized share capital since the prior financial year end.

Share repurchases

In May 2018, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million (the "2018 Authorization"). The 2018 Authorization expires on May 31, 2021. On December 8, 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million (the "2020

Authorization"). The 2020 Authorization expires on December 31, 2025. The 2020 Authorization supplements the 2018 Authorization.

During the year ended December 31, 2019, we repurchased 4.0 million of our ordinary shares for $150.0 million under the 2018 Authorization.

During the year ended December 31, 2020, we repurchased 3.7 million of our ordinary shares for $150.2 million under the 2018

Authorization. As of December 31, 2020, we had $99.7 million and $750.0 million available for share repurchases under the 2018 Authorization and 2020 Authorization, respectively.

Dividends payable

On December 8, 2020, the Board of Directors approved a 5 percent increase in the Company's regular quarterly dividend rate (from $0.19 per share to $0.20 per share) that was paid on February 5, 2021 to shareholders of record at the close of business on January 22, 2021. The balance of dividends payable included in Other current liabilities on our Consolidated Balance Sheets was $33.2 million at December 31, 2020. Dividends paid per ordinary share were $0.76 and $0.72 for the years ended December 31, 2020 and 2019, respectively.

See Note 5 of the Company financial statements for shareholders' funds activity of the Company.

13. Share Plans

Share-based compensation expense

Total share-based compensation expense for 2020 and 2019 was as follows:

December 31

In millions

Restricted stock units

$

12.5 $

11.2

Stock options

3.0

4.5

Performance share units

4.8

5.7

Total share-based compensation expense

$

20.3 $

21.4

Share incentive plans

2020 2019

In May 2020, the Pentair plc 2020 Share and Incentive Plan ("2020 Share Plan") was approved during the Annual General Meeting of Shareholders. The Pentair plc 2012 Stock and Incentive Plan ("2012 Stock Plan") terminated upon the approval of the 2020 Share Plan, although awards outstanding under the 2012 Stock Plan continue in effect. Beginning May 5, 2020, all share-based compensation grants were made under the 2020 Share Plan.

The 2020 Share Plan authorizes the issuance of 3.3 million of our ordinary shares, plus the number of shares reserved under the 2012 Stock Plan that were not the subject of outstanding awards as of the date the 2020 Share Plan became effective, which was 2.5 million shares, plus certain shares that would become available under the 2012 Stock Plan if it had remained in effect. The shares may be issued as new shares or from shares held in treasury. Our practice is to settle equity-based awards by issuing new shares. The 2020 Share Plan terminates on the date all shares reserved for issuance have been issued. The 2020 Share Plan allows for the granting to our employees, consultants and directors of stock options, stock appreciation rights, performance share units, restricted shares, restricted stock units, deferred stock rights, incentive awards, dividend equivalent units and other equity-based awards.

The 2020 Share Plan is administered by our compensation committee (the "Committee"), which is made up of independent members of our Board of Directors. Employees eligible to receive awards under the 2020 Share Plan are managerial, administrative or professional employees. The Committee has the authority to select the recipients of awards, determine the type and size of awards, establish certain terms and conditions of award grants and take certain other actions as permitted under the 2020 Share Plan. The 2020 Share Plan prohibits the Committee from re-pricing awards or canceling and reissuing awards at lower prices.

Non-qualified and incentive stock options

Under the 2020 Share Plan, we may grant stock options to any eligible employee with an exercise price equal to the market value of the shares on the dates the options were granted. Options generally vest one-third each year over a period of three years commencing on the grant date and expire 10 years after the grant date.

Restricted shares and restricted stock units

Under the 2020 Share Plan, eligible employees may be awarded restricted shares or restricted stock units of our common stock. Restricted shares and restricted stock units generally vest one-third each year over a period of three years commencing on the grant date, subject to continuous employment and certain other conditions. Restricted shares and restricted stock units are valued at market value on the date of grant and are expensed over the vesting period.

Stock appreciation rights, performance shares and performance units

Under the 2020 Share Plan, the Committee is permitted to issue these awards which are generally contingent on the achievement of predetermined performance goals over a vesting period of three years. The Committee has the ability to adjust performance goals or modify the manner of measuring or evaluating a performance goal using its discretion. PSUs are granted to certain employees that vest based on the satisfaction of a service period of three years and the achievement of certain performance metrics over that same period. Upon vesting, PSU holders receive dividends that accumulate during the vesting period. The fair value of these PSUs is determined based on the closing market price of the Company's ordinary shares at the date of grant. Compensation expense is recognized over the period an employee is required to provide service based on the estimated vesting of the PSUs granted. The estimated vesting of the PSUs is based on the probability of achieving certain performance metrics during the vesting period.

Stock options

The following table summarizes stock option activity under all plans for the year ended December 31, 2020:

Weighted-

Weighted- average

average remaining Aggregate

Number of exercise contractual life intrinsic

Shares and intrinsic value in millions Outstanding as of January 1, 2020

sharesprice

(years) value

3.8 $ 37.29

  • Granted 0.4 44.58

  • Exercised (1.1) 30.05

  • Forfeited (0.3) 45.61

Outstanding as of December 31, 2020

5.6

$ 35.5

Options exercisable as of December 31, 2020

Options expected to vest as of December 31, 2020

8.4 $ 6.8

2.8 $ 2.1 $ 0.7 $

40.47 39.72 42.85

4.7 $ 28.6

Fair value of options granted

The weighted average grant date fair value of options granted under Pentair plans in 2020 and 2019 was estimated to be $9.55 and $8.86 per share, respectively. The total intrinsic value of options that were exercised during 2020 and 2019 was $18.0 million and $9.5 million, respectively. At December 31, 2020, the total unrecognized compensation cost related to stock options was $3.0 million. This cost is expected to be recognized over a weighted average period of 1.8 years.

We estimated the fair value of each stock option award issued in the annual share-based compensation grant using a Black-Scholes option pricing model, modified for dividends and using the following assumptions:

December 31

2020

2019

Risk-free interest rate

1.61 %

2.89 %

Expected dividend yield

1.80 %

1.78 %

Expected share price volatility

24.10 %

23.30 %

Expected term (years)

6.8

6.1

These estimates require us to make assumptions based on historical results, observance of trends in our share price, changes in option exercise behavior, future expectations and other relevant factors. If other assumptions had been used, share-based compensation expense, as calculated and recorded under the accounting guidance, could have been affected.

We based the expected life assumption on historical experience as well as the terms and vesting periods of the options granted. For purposes of determining expected volatility, we considered a rolling average of historical volatility measured over a period approximately equal to the expected option term. The risk-free rate for periods that coincide with the expected life of the options is based on the U.S. Treasury Department yield curve in effect at the time of grant.

Cash received from option exercises for the years ended December 31, 2020 and 2019 was $30.8 million and $15.5 million, respectively. The actual tax benefit realized for the tax deductions from options exercised totaled $2.9 million and $2.8 million for the years ended December 31, 2020 and 2019, respectively.

Restricted stock units

The following table summarizes restricted stock unit activity under all plans for the year ended December 31, 2020:

Number ofWeighted average grant date

Shares in millions

shares

fair value

Outstanding as of January 1, 2020

0.6 $

42.16

Granted

0.4

42.37

Vested

(0.2)

40.85

Forfeited

(0.1)

42.79

Outstanding as of December 31, 2020

0.7 $

42.52

As of December 31, 2020, there was $25.6 million of unrecognized compensation cost related to restricted share compensation arrangements granted under the 2020 Plan and previous plans. That cost is expected to be recognized over a weighted-average period of 1.2 years. The total fair value of shares vested during the years ended December 31, 2020 and 2019 was $11.2 million and $9.3 million. For the year ended December 31, 2020, there was no tax benefit realized. The actual tax benefit realized for the year ended December 31, 2019, was $0.1 million.

Performance share units

The following table summarizes performance share unit activity under all plans for the year ended December 31, 2020:

Weighted

average

Number of grant date

Shares in millions

shares fair value

Outstanding as of January 1, 2020

0.3 $ 41.62

Granted

0.2 45.31

Forfeited

(0.1) 43.30

Outstanding as of December 31, 2020

0.4 $ 42.78

The expense recognized each period is dependent upon our estimate of the number of shares that will ultimately be issued. As of December 31, 2020, there was $7.5 million of unrecognized compensation cost related to performance share compensation arrangements granted under the 2020 Plan and previous plans. That cost is expected to be recognized over a weighted-average period of 1.2 years. There were $0.1 million and $0.2 million of actual tax benefits realized for the years ended December 31, 2020 and 2019, respectively.

14. Segment Information

Effective January 1, 2020, we reorganized our business segments to better support our organization with our strategies and to better align with our customer base, resulting in a change to our reporting segments. All prior period amounts related to the segment change have been retrospectively reclassified to conform to the new presentation. As part of this reorganization, the legacy Aquatic Systems, Flow Technologies, and Filtration Solutions segments were realigned into two reportable business segments:

  • Consumer Solutions - This segment designs, manufactures and sells energy-efficient residential and commercial pool equipment and accessories, and commercial and residential water treatment products and systems. Residential and commercial pool equipment and accessories include pumps, filters, heaters, lights, automatic controls, automatic cleaners, maintenance equipment and pool accessories. Water treatment products and systems include pressure tanks, control valves, activated carbon products, conventional filtration products, and point-of-entry and point-of-use systems. Applications for our pool business's products include residential and commercial pool maintenance, repair, renovation, service and construction. Our water treatment products and systems are used in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial total water management and filtration in foodservice operations. The primary focus of this segment is business-to-consumer.

  • Industrial & Flow Technologies - This segment manufactures and sells a variety of fluid treatment and pump products and systems, including pressure vessels, gas recovery solutions, membrane bioreactors, wastewater reuse systems and advanced membrane filtration, separation systems, water disposal pumps, water supply pumps, fluid transfer pumps, turbine pumps, solid handling pumps, and agricultural spray nozzles, while serving the global residential, commercial and industrial markets. These products and systems are used in a range of applications, fluid delivery, ion exchange,

desalination, food and beverage, separation technologies for the oil and gas industry, residential and municipal wells, water treatment, wastewater solids handling, pressure boosting, circulation and transfer, fire suppression, flood control, agricultural irrigation and crop spray. The primary focus of this segment is business-to-business.

We evaluate performance based on net sales and segment income (loss) and use a variety of ratios to measure performance of our reporting segments. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. Segment income (loss) represents equity income of unconsolidated subsidiaries and operating income exclusive of intangible amortization, certain acquisition related expenses, costs of restructuring activities, impairments and other unusual non-operating items.

Financial information of continuing operations by reportable segment is included in the following summary:

2020

2019

2020

2019

$

419.1 $ 379.6

In millions Consumer Solutions

Net sales

Segment income (loss)

1.3

1.4

(66.1) (62.3)

Industrial & Flow Technologies Other

1,742.9 $ 1,273.6

  • 1,611.7 $ 1,344.1

164.6 199.0

Consolidated (1)

$

3,017.8 $

2,957.2

$

517.6 $ 516.3

(1) One customer in the Consumer Solutions segment, Pool Corporation, represented approximately 15% of our consolidated net sales in 2020 and 2019.

2020

2019

2020

2019

2020

2019

In millions

Depreciation

Consumer Solutions

2,327.9 $

2,329.9

$

27.4 $

31.2

$

21.4 $

21.8

Industrial & Flow Technologies

1,661.7

1,562.8

26.6

20.3

19.8

21.0

Other

207.6

246.8

8.2

7.0

5.5

5.5

Consolidated

4,139.5

$

62.2 $

58.5

$

46.7 $

48.3

Identifiable assets (1)

Capital expenditures

$

$ 4,197.2 $

(1) All cash and cash equivalents and assets held for sale are included in "Other."

The following table presents a reconciliation of consolidated segment income to profit from continuing operations before taxation:

In millions

2020

2019

Segment income

$

517.6 $

516.3

Restructuring and other

(15.4)

(21.0)

Inventory step-up

-

(2.2)

Intangible amortization

(28.4)

(31.7)

Pension and other post-retirement mark-to-market (loss) gain

(6.7)

3.4

Asset impairment

-

(21.2)

(Loss) gain on sale of businesses

(0.1)

2.2

Interest expense, net

(23.9)

(30.1)

Deal related costs and expenses

(0.6)

(4.2)

COVID-19 related costs and expenses

(10.4)

-

Other expense

-

(4.0)

Profit from continuing operations before taxation

$

432.1 $

407.5

15. Commitments and Contingencies Legal proceedings

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

While we believe that a material impact on our consolidated financial position, results of operations or cash flows from any such future claims or potential claims is unlikely, given the inherent uncertainty of litigation, a remote possibility exists that a future adverse ruling or unfavorable development could result in future charges that could have a material adverse impact. We do and will continue to periodically reexamine our estimates of probable liabilities and any associated expenses and receivables and make appropriate adjustments to such estimates based on experience and developments in litigation. As a result, the current estimates of the potential impact on our consolidated financial position, results of operations and cash flows for the proceedings and claims described in the notes to our consolidated financial statements could change in the future.

Environmental matters

We have been named as defendant, target or a potentially responsible party in a number of environmental clean-ups relating to our current or former business units. Accruals for environmental matters are recorded on a site-by-site basis when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. It can be difficult to estimate reliably the final costs of investigation and remediation due to various factors. In our opinion, the amounts accrued are appropriate based on facts and circumstances as currently known. As of December 31, 2020, our recorded reserves for environmental matters were not material.

Leases

Our lease portfolio principally consists of operating leases related to facilities, machinery, equipment and vehicles. Our lease terms do not include options to extend or terminate the lease until we are reasonably certain that we will exercise that option. Operating lease cost for lease payments is recognized on a straight-line basis over the lease term and principally consists of fixed payments for base rent.

The components of rental expense was as follows:

In millions

December 31, 2020

December 31, 2019

$

32.5 $ 32.5

$

31.5 $ 31.5

Operating rental expense Sublease rental income Total rental expense

(1.0) (1.0)Supplemental cash flow information related to leases was as follows:

In millions

December 31, 2020

December 31, 2019

Operating cash flows from operating leases

Right-of-use assets obtained in exchange for lease obligations

$

28.5 $

26.8

$

13.6 $

91.1

Other information related to leases was as follows:

December 31, 2020

December 31, 2019

Weighted-average remaining lease term of operating leases (years) Weighted-average discount rate of operating leases

4.7 5.5 %

5.2 6.3 %

Future minimum lease commitments under non-cancelable operating leases as of December 31, 2020 were as follows:

In millions

2021

$

26.2

2022

22.9

2023

19.5

2024

14.8

2025

6.0

Thereafter

9.5

Total lease payments

98.9

Less: imputed interest

(11.7)

Total

$

87.2

Purchase and marketing obligations

The majority of the Group's purchase obligations represent commitments for raw materials to be utilized in the normal course of business. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. At December 31, 2020, the Group has aggregate purchase and marketing obligations of $53.8 million, of which $26.9 million relates to fiscal year 2021.

Warranties and guarantees

In connection with the disposition of our businesses or product lines, we may agree to indemnify purchasers for various potential liabilities relating to the sold business, such as pre-closing tax, product liability, warranty, environmental, or other obligations. The subject matter, amounts and duration of any such indemnification obligations vary for each type of liability indemnified and may vary widely from transaction to transaction.

Generally, the maximum obligation under such indemnifications is not explicitly stated and as a result, the overall amount of these obligations cannot be reasonably estimated. Historically, we have not made significant payments for these indemnifications. We believe that if we were to incur a loss in any of these matters, the loss would not have a material effect on our financial position, results of operations or cash flows.

We recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. In connection with the disposition of the Valves & Controls business, we agreed to indemnify Emerson Electric Co. for certain pre-closing tax liabilities. We have recorded a liability representing the fair value of our expected future obligation for this matter.

We provide service and warranty policies on our products. Liability under service and warranty policies is based upon a review of historical warranty and service claim experience. Adjustments are made to accruals as claim data and historical experience warrant.

The changes in the carrying amount of service and product warranties from continuing operations for the years ended December 31, 2020 and 2019 were as follows:

Years ended December 31

In millions

2019

Beginning balance

$

32.1 $

33.9

Service and product warranty provision

55.5

53.8

Payments

(51.1)

(55.5)

Foreign currency translation

0.5

(0.1)

Ending balance (note 23)

$

37.0 $

32.1

Stand-by letters of credit, bank guarantees and bonds

2020

In certain situations, Tyco International Ltd., Pentair Ltd.'s former parent company ("Tyco"), guaranteed performance by the flow control business of Pentair Ltd. ("Flow Control") to third parties or provided financial guarantees for financial commitments of Flow Control. In situations where Flow Control and Tyco were unable to obtain a release from these guarantees in connection with the spin-off of Flow Control from Tyco, we will indemnify Tyco for any losses it suffers as a result of such guarantees.

In the ordinary course of business, we are required to commit to bonds, letters of credit and bank guarantees that require payments to our customers for any non-performance. The outstanding face value of these instruments fluctuates with the value of our

projects in process and in our backlog. In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs.

As of December 31, 2020 and 2019, the outstanding value of bonds, letters of credit and bank guarantees totaled $99.1 million and $91.3 million, respectively.

16. Interest Payable and Similar Charges

Interest payable and similar charges of continuing operations for 2020 and 2019 were comprised of the following:

December 31

In millions

Interest on debt repayable within five years, otherwise than by installment

$

19.6 $

31.5

Interest on debt repayable beyond five years, otherwise than by installment

18.0

9.5

Amortization of debt issuance and bridge financing costs

2.0

2.1

Other

3.7

2.2

Total interest payable and similar charges

$

43.3 $

45.3

17. Profit Attributable to Pentair plc

2020 2019

In accordance with Section 304(2) of the Companies Act 2014, the Company is availing itself of the exemption from presenting and filing its individual profit and loss account. Pentair plc's profit for the years ended December 31, 2020 and 2019, as determined in accordance with FRS 102, the Financial Reporting Standard applicable in the U.K. and Republic of Ireland, was $2,416 million and $389 million, respectively.

18. Tangible Assets

Tangible assets at cost and accumulated depreciation consisted of the following at December 31:

December 31

In millions

2020

2019

$

35.9 $ 33.7

589.7 537.2

Land and land improvements Buildings and leasehold improvements Machinery and equipment

195.4 188.1

47.8 48.1

Capitalized software Construction in progress Total tangible assets

79.9 73.5

948.7 880.6

647.5 597.4

Accumulated depreciation and amortization Total tangible assets, net

$

301.2 $ 283.2

Tangible assets activity for 2020 was as follows:

$

33.7 $

188.1 $

537.2 $

48.1 $ 880.6

In millions December 31, 2019

Land and land improvementsBuildings and leasehold improvementsMachinery and equipmentCapitalized SoftwareConstruction in progressTotal Tangible Assets

(9.8)

(2.2) - (13.2)

0.3

(0.5)

5.7

(6.8) (1.1)

$

35.9 $

195.4 $

589.7 $

79.9 $

47.8 $ 948.7

Additions Disposals Acquisitions Transfers / Other Currency translation December 31, 2020

0.2 - -

2.7

42.0

73.5 $ 6.6

6.0 57.5

(1.2) -

0.7

- - 0.7

1.7

6.3

13.9

0.2 1.8

0.5 24.2

Tangible asset accumulated depreciation activity for financial year 2020 was as follows:

In millions

December 31, Depreciation

2019 expense

Disposals translationCurrencyDecember 31, 2020

Accumulated depreciation

$

597.4 $

46.7 $

(12.8) $

16.2 $ 647.5

19. Creditors (amounts falling due within one year)

Creditors (amounts falling due within one year) consisted of the following at December 31:

December 31

In millions

2020

2019

$

103.8 $ 74.0

Current maturities of long-term debt and short-term borrowings (note 8) Trade creditors

245.1 325.1

109.9 63.7

Employee compensation and benefits Dividends payable

33.2 32.0

22.5 22.5

122.0 83.5

2.4 5.6

11.4 13.0

43.2 53.4

Billings in excess of cost Accrued professional fees Accrued rebates and incentives Income taxes payable Accrued excise tax Freight payable Interest payable Current lease liability Other creditors

53.0 35.3

14.6 11.1

20.5 16.1

22.1 19.0

Total creditors falling due within one year

$

803.7 $ 754.3

20. Creditors (amounts falling due after more than one year)

Creditors (amounts falling due after more than one year) consisted of the following at December 31:

December 31

In millions

2020

2019

$

735.8 $ 955.1

44.8 45.4

Long-term debt (note 8) Long-term lease liability Income taxes payable

65.1 61.1

Deferred compensation plan liabilities Other creditors falling due after one year Total creditors falling due after one year

22.6 21.3

95.0 37.3

$

963.3 $

1,120.2

21. Financial Assets

The Group's financial assets consisted of the following at December 31:

December 31

In millions

2020

2019

$

22.6 $ 21.3

21.1 19.8

Assets held by Rabbi Trust (note 9) Long-term project receivable Other investments

20.1 19.8

Total financial assets

$

63.8 $ 60.9

22. Debtors

Debtors consisted of the following at December 31:

December 31

In millions

2020

2019

Amounts falling due within one year

3.8 5.2

Trade debtors and notes receivable, net of allowances Prepaid income taxes

$

367.5 $ 502.9

Prepaid expenses

48.5 48.3

50.1 41.0

Cost in excess of billings Other debtors

3.1 4.6

$

473.0 $ 602.0

27.4 29.6

Total debtors falling due within one year Amounts falling due after more than one year Deferred taxation (note 10)

Other debtors

27.8 29.2

55.2 $ 58.8

Total debtors falling due after more than one year Total debtors

$ $

528.2 $ 660.8

23. Provisions for Liabilities

Provisions for liabilities consisted of the following at December 31:

In millions

Note

2020

December 31 2019

11 $

109.1 $ 103.7

Pension and other post-retirement compensation and benefits Deferred taxation

10

107.4 104.4

15

37.0 32.1

4

15.2 16.2

Accrued warranty Insurance reserves Restructuring

1

55.0 54.7

Total provisions for liabilities

$

323.7 $ 311.1

24. Director's Remuneration

The directors are deemed to be the key management personnel. Directors' remuneration is set forth in the tables below. Mr. Stauch, the Company's President and Chief Executive Officer, is not compensated for his services as director. Accordingly, the amounts below include compensation for Mr. Stauch's services as Chief Executive Officer for the years ended December 31, 2020 and 2019.

Aggregate contributions paid, treated as paid or payable during the financial year to a retirement benefit scheme in respect of qualifying services of directors

1 - 1

In millions

Aggregate emoluments paid to or received by directors in respect of qualifying service

3.2 $

2.0

Money or value of other assets, including shares but excluding share options, paid to or receivable

by the directors under long-term incentive schemes

4.5

4.3

Money or value of other assets, in relation to share options, paid to or receivable by the directors

under long-term incentive schemes

1.1

1.1

2019

Amount

-

-

December 31 2020 2019

$

December 31

2020

In millions, except number of directors

Number of directorsAmountNumber of directors

Defined contribution schemes Defined benefit schemes

1 $

- 1

$

There were no amounts paid or payable to past directors of the Company or of its subsidiary undertakings for the years ended December 31, 2020 and 2019.

25. Auditor's Remuneration

Auditor's remuneration for 2020 and 2019 was as follows:

December 31

In millions

Audit of the group accounts

$

0.2 $

0.2

Other assurance services

-

-

Tax advisory services

-

-

Other non-audit services

-

-

Total auditor's remuneration

$

0.2 $

0.2

2020 2019

The Group incurred total fees of $7.2 million and $8.1 million in 2020 and 2019, respectively, payable to affiliates of Deloitte Ireland LLP. These additional amounts reflect fees for professional services rendered, including audit fees payable to Deloitte & Touche LLP in the U.S. for the audit of the Group's consolidated annual financial statements and the effectiveness of internal controls over financial reporting and reviews of the Group's quarterly consolidated financial statements.

26. Employees

The average monthly number of persons, including executive directors, employed by the Group for our continuing operations during the financial year was as follows:

2020

2019

Manufacturing

6,701

6,565

Selling and marketing

1,612

1,611

Research and development

521

513

General and administrative

822

833

Total average employees

9,656

9,522

Total employee costs for our continuing operations for 2020 and 2019 were expensed as follows:

December 31

In millions

2020

2019

$

752.0 $ 721.7

Wages and salaries Social insurance costs

66.1 63.0

Pension and other retirement benefit costs Total employee costs

12.7 4.6

$

830.8 $ 789.3

Other compensation costs related to restructuring are disclosed in Note 4.

27. Subsidiary Undertakings

As of December 31, 2020, the Group had the following subsidiary undertakings:

PercentageCompany name

Business purpose Registered office address

Aplex Industries, Inc.

Country owned United States 100%Manufacturing

2045 S. Loop 250 West, Midland TX 79703, United States

Aqua Membranes, Inc.

United States 10%

Manufacturing

5601 Midway Park Place, Albuquerque NM 87710, United States

Aquion (Xi'an) Water Treatment Equipment Co., Ltd.

China

100%ManufacturingRoom 1-1404, Block D, Gaoke Plaza Gaoxin Si Lu 3, Xi'an High-Tech Zone, Xi'an 710075 PR China, ChinaAquion Hong Kong LimitedHong Kong

100%ManufacturingRoom 2004, 20/F., Centre Point, 181-185 Gloucester Road, Wanchai, Hong Kong

Aquion, Inc.

United States 100%Manufacturing

101 S. Gary Avenue, Roselle IL 60172, United States

Be the Change Labs, Inc.

United States 100%Sales & Marketing 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Century Mfg. Co.

United States 100%Manufacturing

5500 Wayzata Blvd., Suite 900, Golden Valley MN 55416-1261, United States

Chansuba Pumps Private LimitedIndia

47%

Manufacturing

366 / 5B, Thudiyalur Road, Chinnavedampatti, Coimbatore, 641 006, India

ClearWater Tech, L.L.C.

United States 100%Manufacturing

850-E Capitolio Way, San Luis Obispo CA 93401, United States

Enviro Water Solutions LLCUnited States 100%Manufacturing

3060 Performance Circle, Unit B, Deland FL 32724, United States

Epps, Ltd.

Mauritius

100%Holding Company C/O Rogers Capital Corporate

Services Limited, 3rd Floor, Rogers House, President John Kennedy Street, PO Box 11302, Port Louis, Mauritius

ETE Coliban Pty Limited

Australia

100%Manufacturing

1-21 Monash Drive, Dandenong South , Victoria 3175, Australia

Everpure Japan Kabushiki KaishaJapan

100%Manufacturing

25-1, Hashimoto 3-Chome, Midori-Ku,, Sagamihara-shi,, Kanagawa, Japan

FARADYNE Motors (Suzhou) Co., China Ltd

50%

ManufacturingEPZ Zone A, No. 200 Suhong Middle Road, Suzhou Industrial Park, Suzhou, Jiangsu, 215021, ChinaFaradyne Motors LLC

United States 50%

Manufacturing

2077 Division Street, Palmyra NY 14522, United States

FilterSoft, LLC

United States 100%Manufacturing

4301 West Davis, Conroe TX 77304, United States

CountryPercentage ownedBusiness purpose Registered office address

Company name Fleck Controls, Inc.

United States 100%Manufacturing

5500 Wayzata Blvd., Suite 900, Golden Valley MN 55416-1261, United States

Goyen Controls Co. Pty. LimitedAustralia

100%Manufacturing

1-21 Monash Drive, Dandenong South , Victoria 3175, Australia

Goyen Valve LLC

United States 100%Distribution

1195 Airport Road, Lakewood NJ 08701, United States

Greenspan Environmental Technology Pty LtdAustralia

100%Manufacturing

1-21 Monash Drive, Dandenong South , Victoria 3175, Australia

Haffmans B.V.

Netherlands

100%ManufacturingMarinus Dammeweg 30, 5928 PW, Venlo, Netherlands

Haffmans North America, Inc.

United States 100%Manufacturing

5500 Wayzata Blvd., Suite 900, Golden Valley MN 55416-1261, United States

Hawley Group Canada LimitedCanada

100%Holding Company 18 York Street, Suite 2500-C, Toronto

ON M5J 0B2, Canada

Holding Nijhuis Pompen B.V.

Netherlands

100%Holding Company Parallelweg 4, 7102 DE, Winterswijk,

Netherlands

Hypro EU Limited

United Kingdom

100%ManufacturingStation Road, Longstanton, Cambridge, England, CB24 3DS, United Kingdom

Infinite Water Solutions Private Limited

India

50%

Manufacturing

701 B1/B2 Marathon Innova, Off Ganpatrao Kadam Marg, Lower Parel, Mumbai- 400013, India

Jung Pumpen GmbH

Germany

100%ManufacturingIndustriestraße 4-6, 33803, Steinhagen, Germany

Lincoln Automotive CompanyUnited States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

McNeil (Ohio) Corporation

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

MECAIR S.r.L.

Italy

100%ManufacturingVia Bertacciola 50, 20813, Bovisio Masciago, Italy

Milperra Developments Pty Limited

Australia

100%Manufacturing

1-21 Monash Drive, Dandenong South , Victoria 3175, Australia

Mobile Pool Builder, Inc.

United States 100%Sales & Marketing 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Moraine Properties, LLC

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Nano Terra, Inc.

United States 5%

Holding Company 1209 Orange Street, Corporation

Trust Center, Wilmington DE 19801, United States

Nijhuis Pompen B.V.

Netherlands

100%ManufacturingParallelweg 4, 7102 DE, Winterswijk, Netherlands

Panthro Acquisition Co.

United States 100%Holding Company 1209 Orange Street, Corporation

Trust Center, Wilmington DE 19801, United States

Pelican Holding CorporationUnited States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair (NZ) Limited

New Zealand 100%ManufacturingLevel 30, Vero Centre, 48 Shortland Street, c/o Russell McVeagh, Auckland, 1140, New Zealand

Company name

CountryPercentage ownedBusiness purpose Registered office address

Pentair Aquatic Eco-Systems, Inc.

United States 100%Manufacturing

2395 Apopka Blvd., Apopka FL 32703, United States

Pentair Australia Holdings Pty Limited

Australia

100%Holding company

1-21 Monash Drive, Dandenong South , Victoria 3175, Australia

Pentair Canada, Inc.

Canada

100%Distribution

18 York Street, Suite 2500-C, Toronto ON M5J 0B2, Canada

Pentair Clean Process Technologies India India Private Limited

100%ManufacturingWorkfella, 37 TTK Road, Alwarpet Chennai, Chennai, Tamilnadu, 600018, India

Pentair Denmark Holding ApSDenmark

100%Holding Company Snaremosevej 27, Erritsø, 7000,

Fredericia, Denmark

Pentair Environmental Systems Limited

United Kingdom

100%ManufacturingC/O Begbies Traynor, 340 Deansgate, Manchester, M3 4LY , United Kingdom

Pentair Epsilon Limited

Bermuda

100%Holding Company Canon's Court, 22 Victoria Street,

Appleby Services (Bermuda) Ltd., Hamilton, HM 12, BermudaPentair Federal Pump, LLC

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Filtration Sales & Service Company, LLC

United States 100%Sales & Marketing 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Filtration Solutions, LLCUnited States 100%Holding Company 1040 Muirfield Drive, Hanover Park

IL 60133, United States

Pentair Finance Group GmbHSwitzerland

100%Holding Company Freier Platz 10, CH-8200

Schaffhausen, Switzerland

Pentair Finance Holding GmbHSwitzerland

100%Holding Company Freier Platz 10, CH-8200

Schaffhausen, Switzerland

Pentair Finance S.a.r.l.

Luxembourg

100%Holding Company Regus Business Center, 26, Boulevard

Royal, Grand-Duchy of Luxembourg, L-2449, Luxembourg

Pentair Flow Control International Pty Limited

Australia

100%Holding Company 1-21 Monash Drive, Dandenong

South , Victoria 3175, Australia

Pentair Flow Services AG

Switzerland

100%Holding Company Freier Platz 10, CH-8200

Schaffhausen, Switzerland

Pentair Flow Technologies de Mexico, S. de R.L. de C.V.

Mexico

100%ManufacturingLos Nogales, Lote 10, Manzana 5, Parque Industrial Villa Florida, Reynosa Tamaulipas, C.P. 88718, Mexico

Pentair Flow Technologies Pacific Pty Ltd

Australia

100%Manufacturing

1-21 Monash Drive, Dandenong South , Victoria 3175, Australia

Pentair Flow Technologies, LLCUnited States 100%Manufacturing

208 South LaSalle Street, Suite 814, Chicago IL 60604, United States

Pentair France SARL

France

100%ManufacturingLe Broc Center, 1ere avenue 5600 metres, 06510, Carros-Le Broc, France

Pentair Germany GmbH

Germany

100%Holding Company Industriestraße 4-6, 33803,

Steinhagen, Germany

Pentair Global Holdings B.V.

Netherlands

100%Holding Company Marssteden 50, 7547 TC, Enschede,

Netherlands

Pentair Global S.a.r.l.

Luxembourg

100%Holding Company Regus Business Center, 26, Boulevard

Royal, Grand-Duchy of Luxembourg, L-2449, Luxembourg

Company namePercentage ownedBusiness purpose Registered office address

Pentair Group (Thailand) LimitedCountry Thailand

100%

Sales & Marketing 33/4 The Ninth Tower Grand Rama 9,

Tower B, 16th Floor, Unit TNB03, Rama 9 Road, Huaykwang Sub-district, Huaykwang District, Bangkok, 10310, Thailand

Pentair Holdings S.a.r.l.

Luxembourg

100%

Holding Company Regus Business Center, 26, Boulevard

Royal, Grand-Duchy of Luxembourg, L-2449, Luxembourg

Pentair Holdings, Inc.

United States 100%Holding Company 1209 Orange Street, Corporation

Trust Center, Wilmington DE 19801, United States

Pentair Housing, Inc.

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Housing, LP

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair International (UK) LtdUnited Kingdom

100%Holding Company Regal House, 70 London Road,

Twickenham, TW1 3QS, United Kingdom

Pentair International Holding S.a.r.l.

Luxembourg

100%Holding Company Regus Business Center, 26, Boulevard

Royal, Grand-Duchy of Luxembourg, L-2449, Luxembourg

Pentair International Sarl

Switzerland

100%Holding Company Avenue de Sevelin 18, 1004,

Lausanne, Vaud, SwitzerlandPentair Investments Switzerland GmbH

Switzerland

100%Holding Company Freier Platz 10, CH-8200

Schaffhausen, Switzerland

Pentair Ireland Limited

Ireland

100%Holding Company Level 1, The Chase, Carmanhall

Road, Sandyford, Dublin, D18 Y3X2, Ireland

Pentair Janus Holding LLC

United States 100%Holding Company 1209 Orange Street, Corporation

Trust Center, Wilmington DE 19801, United States

Pentair Janus Holdings

Bermuda

100%Holding Company 2 Church Street, Clarendon House, c/

  • o Codan Services Limited, Hamilton,

HM 11, Bermuda

Pentair Kenya Limited

Kenya

100%ManufacturingEaton Place Building, 2nd Floor, United Nations Crescent, P.O. Box 20760, Nairobi, 00100, KenyaPentair Luxembourg S.a.r.l.

Luxembourg

100%Holding Company Regus Business Center, 26, Boulevard

Royal, Grand-Duchy of Luxembourg, L-2449, Luxembourg

Pentair Management CompanyUnited States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Manufacturing Belgium BV Belgium

100%ManufacturingToekomstlaan 30, B-2200 Herentals, Belgium

Pentair Manufacturing Italy S.r.L.

Italy

100%ManufacturingCorso Europa 2, angolo Via Trieste, 20020, Lainate (MI), Italy

Pentair Middle East FZE

United Arab Emirates

100%ManufacturingOffice No. S10122A2O39, Jebel Ali, Jebel Ali, United Arab Emirates

Pentair Nanosoft US Holdings, LLC

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Netherlands Euro Finance B.V.

Netherlands

100%ManufacturingMarssteden 50, 7547 TC, Enschede, Netherlands

Company namePercentage ownedBusiness purpose Registered office address

Pentair Netherlands Finance B.V.

Country Netherlands

100%

Holding Company Marssteden 50, 7547 TC, Enschede, Netherlands

Pentair Netherlands Holding B.V.

Netherlands

100%Holding Company Marssteden 50, 7547 TC, Enschede,

Netherlands

Pentair Pacific Rim (Water) Limited

Hong Kong

100%Holding Company Suite 1106-8, 11/F, Tai Yau Building,

No. 181 Johnston Road, Wanchai, Hong Kong

Pentair Pacific Rim, LimitedHong Kong

100%Holding Company Suite 1106-8, 11/F, Tai Yau Building,

No. 181 Johnston Road, Wanchai, Hong Kong

Pentair Philippines, Inc.

Philippines

100%Sales & Marketing 5th floor, Kalimera Building 1747

Nicanor Garcia Street, corner D. Oliman Street, San Miguel Village, Barangay Poblacion, Makati City, Metro Manila, 1210, PhilippinesPentair Residential Filtration, LLCUnited States 100%Manufacturing

5500 Wayzata Blvd., Suite 900, Golden Valley MN 55416-1261, United States

Pentair Sales LLC

United States 100%Sales & Marketing 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Services France S.A.S.

France

100%ManufacturingLe Broc Center, 1ere avenue 5600 metres, 06510, Carros-Le Broc, France

Pentair Sudmo GmbH

Germany

100%ManufacturingIndustriestraße 7, 73469, Riesbürg, Germany

Pentair Tamimi LLC

Saudi Arabia 70%

ManufacturingDammam Saudi Arabia

Pentair Trading (Shanghai) Co., Ltd.

China

100%Sales & Marketing 921B No.55 Xili Road, Free Trade

Zone, Shanghai, China

Pentair Transport, Inc.

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Tubing Limited

United Kingdom

100%Holding Company C/O Begbies Traynor, 340 Deansgate,

Manchester, M3 4LY , United Kingdom

Pentair UK Group Limited

United Kingdom

100%Holding Company Regal House, 70 London Road,

Twickenham, London, TW13QS United Kingdom

Pentair UK Holdings LimitedUnited Kingdom

100%Holding Company Regal House, 70 London Road,

Twickenham, London, TW13QS United Kingdom

Pentair US LLC 1

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair US LLC 2

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair US LP

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Valves & Controls del Uruguay S.A.

Uruguay

100%DistributionJuncal 1327, Of. 2201, Montevideo, 11000, Uruguay

Pentair Water (Suzhou) Company, Ltd.

China

100%Sales & Marketing No. 371 He Shan Road, New District,

Suzhou, Jiangsu, 215 011, ChinaPentair Water Asia Pacific Pte. Ltd. Singapore

100%Holding Company 390 Havelock Road, #04-01 King's

Centre, 169662, Singapore

Company namePercentage ownedBusiness purpose Registered office address

Pentair Water Australia Pty LtdCountry Australia

100%

Holding Company 1-21 Monash Drive, Dandenong South , Victoria 3175, Australia

Pentair Water Belgium BV

Belgium

100%ManufacturingAtealaan (HRT) 34, 2200 Herentals, Belgium

Pentair Water Brazil LLC

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Water do Brasil Ltda.

Brazil

100%ManufacturingAv. Marginal Norte da Via Anhanguera, No 53.700, Vila Rami - Jundiai - SP, 13206-245, Brazil

Pentair Water France SAS

France

100%ManufacturingLe Broc Center, 1ere avenue 5600 metres, 06510, Carros-Le Broc, France

Pentair Water Group, Inc.

United States 100%Manufacturing

293 Wright Street, Delavan WI 53115, United States

Pentair Water Holdings, LLCUnited States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Water India Private Limited India

100%ManufacturingL 52-55,Verna Industrial Estate, Phase II, Verna Salcette, Goa, 403 722, India

Pentair Water Italy s.r.l.

Italy

100%ManufacturingCorso Europa 2, angolo Via Trieste, 20020, Lainate (MI), Italy

Pentair Water Latinamerica S.A.

Argentina

100%ManufacturingSan José 165 PB, C1076 AAC, Ciudad Autónoma de Buenos Aires, Argentina

Pentair Water Operations Australia Pty Ltd

Australia

100%Manufacturing

1-21 Monash Drive, Dandenong South , Victoria 3175, Australia

Pentair Water Polska Sp.zooPoland

100%ManufacturingUl. Plonów 21, 41-200, Sosnowiec, Poland

Pentair Water Pool and Spa, Inc.

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Water Proces Technologie Holding B.V.

Netherlands

100%Holding Company Marssteden 50, 7547 TC, Enschede,

Netherlands

Pentair Water Process Technology B.V.

Netherlands

100%ManufacturingMarssteden 50, 7547 TC, Enschede, Netherlands

Pentair Water Purification Systems (Shanghai) Co., Ltd.

China

100%Sales & Marketing 622, No.55 Xiya Road, Free Trade

Zone, Shanghai, China

Pentair Water Spain, S.L.

Spain

100%ManufacturingAV FRANCESC MACIA Num.60 P.10 PTA.4, 08208, SABADELL, Spain

Pentair Water Treatment (OH) Company

United States 100%Holding Company 220 Park Drive, Chardon OH

44024-1091, United States

Pentair Water Treatment CompanyUnited States 100%Holding Company 1385 Bishops Drive, Brookfield WI

53045, United States

Pentair Water Treatment Private Limited

India

76%

ManufacturingL 52-55,Verna Industrial Estate, Phase II, Verna Salcette, Goa, 403 722, India

Pentair Water, LLC

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Pentair Water-Mexico, S. de R.L. de C.V.

Mexico

100%ManufacturingAv de los Nogales Lote 6, AL 11 Manzana 5 SN, Parque Industrial, Villa Florida, Tamaulipas, C.P. 88730, Mexico

CountryPercentage ownedBusiness purpose Registered office address

Company name Pentair, Inc.

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Penwald Insurance CompanyUnited States 100%Insurance

192 S. Main Street, Barre VT 05641, United States

PES Pty Ltd

Australia

100%Holding Company 1-21 Monash Drive, Dandenong

South , Victoria 3175, Australia

PFAM, Inc.

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Plymouth Products, Inc.

United States 100%Holding Company 13845 Bishops Drive, Brookfield WI

53045, United States

Procam Controls, Inc.

United States 100%Manufacturing

2605 Technology Drive, Suite 300, Plano TX 75074, United States

PTG Accessories Corp.

United States 100%Manufacturing

5500 Wayzata Blvd., Suite 900, Golden Valley MN 55416-1261, United States

Seneca Enterprises Co.

United States 100%Manufacturing

5500 Wayzata Blvd., Suite 900, Golden Valley MN 55416-1261, United States

Sta-Rite de Mexico, S.A. de C.V.

Mexico

100%Sales & Marketing Avenida Milenium, 2012, Parque

Industrial, Milenium, Nuevo León, 66350, Mexico

Sta-Rite de Puerto Rico, Inc.

Puerto Rico

100%Distribution

361 San Francisco St., San Juan, 00901, Puerto Rico

Sta-Rite Industries, LLC

United States 100%Manufacturing

293 Wright Street, Delavan WI 53115, United States

Surface Logix LLC

United States 0.03%Manufacturing

5500 Wayzata Blvd., Suite 900, Golden Valley MN 55416-1261, United States

Tupelo Real Estate, LLC

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Union Engineering (NingBo) Co., Ltd.

China

100%Manufacturing

188# Donghui Road Nordic Industrial Park, Zhenhai District, Ningbo Zhejiang, China, 315221, ChinaUnion Engineering A/S

Denmark

100%ManufacturingSnaremosevej 27, Erritsø, 7000, Fredericia, Denmark

Union Engineering Holding II A/SDenmark

100%Holding Company Snaremosevej 27, Erritsø, 7000,

Fredericia, Denmark

Union Engineering Holding LLCUnited States 100%Holding Company 1 Industry Drive, Palm Coast FL

32137, United States

Union Engineering Latam LtdaBrazil

99%

ManufacturingRodovia Curitiba Ponta Grossa BR 277, número 6047, Bairro Cidade Industrial, cidade de Curitiba, Estado do Paraná, Paraná, CEP 82305-200, Brazil

Union Engineering North America LLC

United States 100%Manufacturing

1 Industry Drive, Suite A, Palm Coast FL 32137, United States

Urban Organics Pentair Group, LLC

United States 100%Holding Company 700 Minnehaha Avenue East, St. Paul

MN 55106, United States

Urban Organics Schmidt Real Estate Group, LLC

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Company name

CountryPercentage ownedBusiness purpose Registered office address

Urban Organics St. Paul, LLCUnited States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Voltea Ltd.

United Kingdom

1.69%Manufacturing

5th Floor, 6 St. Andrew Street, London, EC4A 3AE, United Kingdom

Water Ingenuity Holdings Corp.

United States 100%Holding Company 5500 Wayzata Blvd., Suite 900,

Golden Valley MN 55416-1261, United States

Webster Electric Company, LLCUnited States 100%Manufacturing

293 Wright Street, Delavan WI 53115, United States

WICOR Industries (Australia) Pty. Ltd.

Australia

100%Holding Company 1-21 Monash Drive, Dandenong

South, Victoria 3175, Australia

X-Flow B.V.

Netherlands

100%ManufacturingMarssteden 50, 7547 TC, Enschede, Netherlands

28. Post Balance Sheet Events

There were no material post balance sheet events that have occurred after December 31, 2020, but before February 16, 2021, the date the financial statements were issued.

PENTAIR PLC

Company Financial Statements

For the financial year ended 31 December 2020

Pentair plc Company Balance Sheet

In millions Financial assets

Note

31 December 2020

31 December 2019

Shares in group undertakings Current assets

3

$

8,816 $

6,517

Prepaid expenses 3 1

Amounts due from subsidiaries - 98

Other debtors 15 13

Total current assets

18 112

Creditors (amounts falling due within one year)

Other creditors

10 10

Net current assets

8 102

Total assets less current liabilities

8,824 6,619

Creditors (amounts falling after more than one year)

Amounts owed to group undertakings

Other creditors

14 20

Net assets

$

8,790 $

- 21 6,598

Capital and reserves

$

2 $ 2

Called-up share capital presented as equity Share premium account

156 118

8,453 6,319

Profit and loss account Other reserves

179 159

Total shareholders' funds

$

8,790 $ 6,598

In accordance with Section 304(2) of the Companies Act 2014, the Company is availing itself of the exemption from presenting and filing its individual profit and loss account. Pentair plc's profit for the years ended December 31, 2020 and 2019 as determined in accordance with FRS 102, the Financial Reporting Standard applicable in the U.K. and Republic of Ireland, was $2,416 million and $389 million, respectively.

Approved by the Board of Directors on 16 February 2021 and signed on its behalf by:

/s/ John L. Stauch Director

/s/ Glynis A. Bryan Director

Pentair plc

Company Statement of Changes in Equity

Shareholders' funds activity of the parent Company for the financial years ended 31 December 2020 and 2019 was as follows:

In millions

Called up & fully paid share capitalShare premium reserveCapital redemption reserveProfit and loss account

Other reservesTotal

Balance - December 31, 2018

$

$

$

$

6,219

$

138

$ 6,460

(150) - (150)

Profit for the financial year Repurchase of shares

2 - -

101 - -

- - -

389 - 389

Share-based compensation - - - - 21 21

Exercise of options, net of shares tendered for

payment - 17 - - - 17

(123) - (123)Shares surrendered by employees for taxes Dividends paid

- -

- -

- -

(16) - (16)

Balance - 31 December 2019

$

2,416 - 2,416

Profit for the financial year Repurchase of shares

2 - -

$

118 - -

$

- - -

$

6,319

$

159

$ 6,598

(150) - (150)Share-based compensation - - - - 20 20

Exercise of options, net of shares tendered for

payment - 38 - - - 38

(5) - (5)Shares surrendered by employees for taxes Dividends paid

- -

- -

- -

(127) - (127)

Balance - 31 December 2020

$

2

$

156

$

-

$

8,453

$

179

$ 8,790

On 10 December 2018, the Board of Directors declared a quarterly cash dividend of $0.18 per share that was paid on 8 February 2019 to shareholders of record at the close of business on 25 January 2019. As this dividend was not approved by shareholders as of 31 December 2018, it did not meet the criteria to be provided for as a liability in the Company Balance Sheet. The amount paid on 8 February 2019 related to this dividend was $31 million.

On 9 December 2019, the Board of Directors declared a quarterly cash dividend of $0.19 that was paid on 7 February 2020 to shareholders of record at the close of business on 24 January 2020. As this dividend was not approved by shareholders as of 31 December 2019, it did not meet the criteria to be provided for as a liability in the Company Balance Sheet. The amount paid on 7 February 2020 related to this dividend was $32 million.

On 8 December 2020, the Board of Directors declared a quarterly cash dividend of $0.20 that was paid on 5 February 2021 to shareholders of record at the close of business on 22 January 2021. As this dividend was not approved by shareholders as of 31 December 2020, it did not meet the criteria to be provided for as a liability in the Company Balance Sheet. The amount paid on 5 February 2021 related to this dividend was $33 million.

Note 12 of the consolidated Group financial statements provides additional details regarding shareholders' funds.

1. Basis of Presentation and Summary of Significant Accounting Policies General information and basis of accounting

The books and accounting records of Pentair plc are maintained at the Company's executive office at Regal House, 70 London Road, Twickenham, London, TW13QS U.K. and are readily accessible at Pentair plc's registered address of Arthur Cox, 10 Earlsfort Terrace, Dublin 2, D02 T380 Ireland. Pentair plc (the "Company," "we," "us," or "our") is a company incorporated in Ireland under the Companies Act 2014. The Company's registration number is 536025. The nature of the Company's operations and its principal activities are set out in the directors' report on page 1.

The parent company financial statements of the Company for the financial years ended 31 December 2020 and 2019 have been prepared in accordance with generally accepted accounting practice in Ireland ("Irish GAAP"), comprising the Financial Reporting Standards 102 ("FRS 102"), the Financial Reporting Framework applicable in the U.K. and Republic of Ireland ("relevant financial reporting framework"), together with the Companies Act 2014. These financial statements are prepared under Irish GAAP as they are prepared specifically to comply with Irish legislative requirements and represent the results and financial position of the Company, which is incorporated and registered in the Republic of Ireland.

Pentair plc meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its parent company financial statements. The consolidated financial statements of Pentair plc can be found on pages 1-75. Exemptions have been taken in these separate company financial statements in relation to share-based payments, financial instruments, presentation of a cash flow statement and remuneration of key management personnel.

Functional currency

Items included in these financial statements are measured using the currency of the primary economic environment in which Pentair plc operates (the "functional currency"). The financial statements are presented in United States ("U.S.") dollars, which is the Company's functional and presentation currency.

Currency translation

Gains and losses resulting from foreign currency transactions are included in profit and loss.

Investments in group undertakings

Pentair plc's investment in Pentair Investments Switzerland GmbH ("PISG") was recorded at fair value on 3 June 2014, the date Pentair plc acquired 100% of the ordinary share capital of PISG as part of the Merger (defined in Note 2 below). The fair value was based on the Company's market capitalization at that date. This initial valuation became Pentair plc's cost basis for its investment in PISG. In June 2020, the PISG investment in Pentair Finance S.a.r.l ("PFSA") was distributed to Pentair plc via a distribution in kind and Pentair plc became a 100% owner of the ordinary share capital of PFSA.

Investments in group undertakings are measured at cost less impairment. The investment is tested for impairment if circumstances or indicators suggest that impairment may exist. An impairment loss occurs when the carrying amount of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use.

Dividends

Dividends may only be declared and paid out of the profits available for distribution in accordance with accounting practice generally accepted in Ireland and applicable Irish company law. Any dividends, if and when declared, will be declared and paid in U.S. dollars. We paid dividends in 2020 of $127 million, or $0.76 per share, compared with $123 million, or $0.72 per share in 2019.

Share-based compensation

The Company applies the requirements of FRS 102 Section 26 Share-Based Payment in accounting for all share-based compensation; consequently, the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors is based on estimated fair values.

The Company issues equity-settled share options appreciation rights to certain employees of its subsidiaries. Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. Where this expense is not recharged by the Company to its subsidiaries, it is accounted for as a capital contribution included in Shares in group undertakings as reflected in Note 3. See Note 13 of the Group Financial Statements for further discussion of share-based compensation. Where the Company pays the related employee tax liability on share options issued, the share option balance outstanding to the employee is reduced by a similar value.

Going concern

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Critical accounting judgments and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described above, the directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The main area of accounting judgment and estimate in the Company relates to the carrying value of shares in group undertakings where the Company is required to assess any potential indicators of impairment. The key source of estimation in the carrying value of group undertakings relate to the estimation of the share based payment charge which forms part of the carrying value of group undertakings and involves various inputs in calculating the appropriate share based payment charge.

2. History of the Company

Pentair plc was incorporated in Ireland, as a public limited company, on 28 November 2013 in order to assist the change of the Company's jurisdiction of incorporation from Switzerland to Ireland. The former group holding company, Pentair Ltd., was incorporated in Switzerland and was listed on the New York Stock Exchange ("NYSE"). Pentair Ltd. became the group holding company on 28 September 2012, subsequent to a spin-off of Pentair Ltd. from its then parent, Tyco International Ltd. ("Tyco") and a reverse acquisition involving Pentair, Inc. (a Minnesota corporation that was listed on the NYSE and predecessor to Pentair Ltd.).

On 10 December 2013, the Board of Directors of Pentair Ltd. approved a merger agreement (the "Merger Agreement") between the Company and Pentair Ltd. (the "Merger"). At an extraordinary meeting of shareholders of Pentair Ltd. held on 20 May 2014, Pentair Ltd. shareholders voted to approve the Merger Agreement. The Merger was completed on 3 June 2014, following entry of the Merger in the Schaffhausen Cantonal register in Switzerland and the jurisdiction of organization of the Pentair group changed from Switzerland to Ireland.

The reorganization was effected by: (i) Pentair Ltd. transferring certain assets, liabilities and agreements by way of a contribution to the equity of PISG, a newly-formed wholly-owned, direct subsidiary of Pentair Ltd. organized under the laws of Switzerland (the "Contribution"), followed by; (ii) the Merger, with the Company surviving as the publicly-traded parent entity and successor to Pentair Ltd.

Accordingly, all of the outstanding common shares of Pentair Ltd. were canceled and all holders of such shares were issued Pentair plc ordinary shares on a one-for-one basis. Shares of the Irish company, Pentair plc, began trading on the NYSE on 3 June 2014 under the symbol "PNR," the same symbol under which Pentair Ltd. shares were previously traded. Prior to 3 June 2014, Pentair plc had no substantive operating activity.

On 30 April 2018, Pentair completed the separation of its Electrical business from the rest of Pentair (the "Separation") by means of a dividend in specie of the Electrical business, which was effected by the transfer of the Electrical business from Pentair to nVent Electric plc ("nVent") and the issuance by nVent of ordinary shares directly to Pentair shareholders (the "Distribution"). On 1 May 2018, following the Separation and Distribution, nVent became an independent publicly traded company, trading on the New York Stock Exchange under the symbol "NVT." The Company did not retain any equity interest in nVent. nVent's historical financial results are reflected in the Group's consolidated financial statements as a discontinued operation.

3. Shares in Group Undertakings

Pentair plc owns 100% of the ordinary share capital of PISG. The principal activity of PISG is an investment holding company. As discussed in Note 1, Pentair plc's investment in PISG was recorded at fair value on the date of the reorganization based on the Company's market capitalization at that date. This initial valuation became Pentair plc's cost basis in PISG. In June 2020, the PISG ownership of the ordinary share capital of Pentair Finance S.a.r.l ("PFSA") was distributed to Pentair plc via a distribution in kind and Pentair plc became a 100% owner of the ordinary share capital of PFSA.

The table below presents a roll-forward of activity during the financial years ended 31 December 2020 and 2019 within the investment in subsidiary account.

In millions

2020

At 31 December 2018, at cost less impairment

$

6,474

Investment in subsidiary undertakings

43

At 31 December 2019, at cost less impairment

$

6,517

Distribution from PISG

2,780

Investment in subsidiary undertakings

20

Impairment loss

(501)

At 31 December 2020, at cost less impairment

$

8,816

The $20 million and $43 million of investments in subsidiary undertakings in the financial years ended 31 December 2020 and 2019, primarily represents equity-settled share-based payment transactions not recharged to subsidiaries and other capital contributions.

The $2,780 million represents dividend income resulting from the distribution in the PISG ownership of PFSA to Pentair plc during the financial year ended 31 December 2020. The dividend income caused the value of subsidiary undertakings to be above the Pentair plc market capitalization as of 31 December 2020 and therefore, an impairment charge of $501 million was recorded to reduce the investment value to the Pentair plc market capitalization. No impairment charge was recorded as part of our annual impairment test in 2019.

4. Guarantees and Contingencies Indemnifications of officers and directors

The Company has indemnification agreements with the members of its board of directors to indemnify them to the extent permitted by law against any and all liabilities, costs, expenses, amounts paid in settlement and damages incurred by any director as a result of any lawsuit or any judicial, administrative or investigative proceeding brought against such director as a result of their service as a member of the Company's board of directors.

Debt

As of 31 December 2020, PFSA and Pentair, Inc., a U.S. company and indirect wholly-owned subsidiary of the Company, have a $900 million unsecured revolving credit facility and a $200 million term loan expiring in 2023 and PFSA has $611 million aggregate principal amount of public notes outstanding comprised of the following: $104 million of 5.0% notes due 2021, $88 million of 3.15% notes due 2022, $19 million of 4.65% notes due 2025 and $400 million of 4.5% notes due 2029. In addition to being the issuer of the listed senior notes and a borrower under the revolving credit facility, PFSA is also the issuer of commercial paper.

The credit facility, public notes of both PFSA and Pentair, Inc. and notes issued under the commercial paper program are fully and unconditionally guaranteed joint and severally on a senior unsecured basis by Pentair plc.

Guarantees

In connection with the disposition of our businesses or product lines, we may agree to indemnify purchasers for various potential liabilities relating to the sold business, such as pre-closing tax, product liability, warranty, environmental, or other obligations. The subject matter, amounts and duration of any such indemnification obligations vary for each type of liability indemnified and may vary widely from transaction to transaction.

Generally, the maximum obligation under such indemnifications is not explicitly stated and as a result, the overall amount of these obligations cannot be reasonably estimated. Historically, we have not made significant payments for these indemnifications. We believe that if we were to incur a loss in any of these matters, the loss would not have a material effect on our financial position, results of operations or cash flows.

We recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. In connection with the disposition of the Valves & Controls business, we agreed to indemnify Emerson Electric Co. for certain pre-closing tax liabilities. We have recorded a liability representing the fair value of our expected future obligation for this matter.

In the ordinary course of business, we are required to commit to bonds, letters of credit and bank guarantees that require payment to our customers for any non-performance. The outstanding face value of these instruments fluctuates with the value of our projects in process and in our backlog. In addition, we issue financial stand-by letters of credit primarily to secure our performance to third parties under self-insurance programs.

As of 31 December 2020 and 2019, the outstanding value of bonds, letters of credit and bank guarantees totaled $99 million and $91 million, respectively.

In addition, we provide support in the form of financial and/or performance guarantees to various subsidiary operating entities. While some of these performance guarantees have no limit, the value of these guarantees that are capped was approximately $1.8 billion and $1.7 billion as of 31 December 2020 and 2019, respectively. Refer to Note 15 of the consolidated Group financial statements for further discussion.

Statutory audit exemption guarantee

For the year ended 31 December 2020, the subsidiaries of the Company incorporated under UK law listed below were entitled to exemption from audit under §479A of the U.K. Companies Acts 2006 relating to subsidiary companies.

Company name

Company registration number

Hypro EU Limited

02571559

Pentair International (U.K.) Limited

11172430

Pentair U.K. Group Limited

04546395

Pentair U.K. Holdings Limited

08840081

The liabilities in respect of all the undertakings listed above, which have arisen in respect of the financial year ended 31 December 2020, are already included within the Group's consolidated balance sheet.

5. Called up Share Capital Presented as Equity

The authorized share capital of the Company is 426.0 million ordinary shares of $0.01 par value.

Called up share capital activity of the Company for the financial years ended 31 December 2020 and 2019 was as follows:

Ordinary Shares of $0.01 par value

Balance - December 31, 2018

171,363,614

Repurchase of shares

(3,964,349)

Exercise of options, net of shares tendered for payment

645,759

Ordinary shares of $0.01 par value issued for share-based compensation activity

312,984

Shares surrendered by employees to pay taxes

(64,633)

Balance - 31 December 2019

168,293,375

Repurchase of shares

(3,710,797)

Exercise of options, net of shares tendered for payment

1,259,938

Ordinary shares of $0.01 par value issued for share-based compensation activity

332,268

Shares surrendered by employees to pay taxes

(111,233)

Balance - 31 December 2020

166,063,551

Share repurchases

On 8 May 2018, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million (the "2018 Authorization"). The 2018 Authorization expires on 31 May 2021. On 8 December 2020, the Board of Directors authorized the repurchase of ordinary shares up to a maximum dollar limit of $750.0 million (the "2020 Authorization"). The 2020 Authorization expires on 31 December 2025. The 2020 Authorization supplements the 2018 Authorization.

During the year ended 31 December 2019, we repurchased 4.0 million of our ordinary shares for $150.0 million under the 2018 Authorization.

During the year ended 31 December 2020, we repurchased 3.7 million of our shares for $150.2 million under the 2018 Authorization. As of 31 December 2020, we had $99.7 million and $750.0 million available for share repurchases under the 2018 Authorization and 2020 Authorization, respectively.

The repurchase of our ordinary shares under these authorizations from the Board of Directors from time to time, based on market conditions, allow management to return excess cash to enhance shareholder value.

6. Profit Attributable to Pentair plc

In accordance with Section 304(2) of the Companies Act 2014, the Company is availing itself of the exemption from presenting and filing its individual profit and loss account. Pentair plc's profit for the years ended December 31, 2020 and 2019 as determined in accordance with FRS 102, the Financial Reporting Standard applicable in the U.K. and Republic of Ireland, was $2,416 million and $389 million, respectively.

7. Directors Remuneration

Note 24 of the consolidated Group financial statements provides details of directors' remuneration borne by the Company.

8. Auditor's Remuneration

Auditor's remuneration for the financial years ended 31 December 2020 and 2019 was as follows:

In millions

Audit of the Company financial statements

$

- $

-

Other assurance services

0.2

0.2

Tax advisory services

-

-

Other non-audit services

-

-

Total auditor's remuneration

$

0.2 $

0.2

2020

2019

Note 25 of the consolidated Group financial statements provides additional details of fees paid by the Group.

9. Related Party Transactions

The Company has availed of the exemption provided in FRS 102 Section 33, Related Party Disclosures, from disclosing transactions with subsidiary undertakings, 100% of whose voting rights are controlled within the Group. Consequently, the financial statements do not contain disclosures of such transactions with entities in the Pentair plc group.

The directors have determined that key management are the director group. Remuneration related to key management personnel is disclosed in Note 24 of the consolidated Group financial statements.

10. Subsidiary Undertakings

Pentair plc owns Pentair Finance S.à.r.l. and all of the underlying subsidiaries. All of Pentair Finance S.à.r.l's subsidiaries are included in Note 27 of the consolidated Group financial statements. Pentair plc separately owns Pentair Investments Switzerland GmbH.

11. Post Balance Sheet Events

There were no material post balance sheet events that have occurred after December 31, 2020, but before February 16, 2021, the date the financial statements were issued.

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Pentair plc published this content on 16 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2021 21:56:08 UTC.