What changed in this filing

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Item 1. Financial Statements

2025-04-22 compared with 2024-10-22 · 171 added, 196 removed, 465 unchanged (44% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

Three months ended Nine months ended

In millions, except per-share data September 30,

2024 September 30,

2023 September 30,

2024 September 30,

Three months ended

In millions, except per-share data March 31,

2025 March 31,

Net sales $ 1,010.4 $ 1,017.2

4 unchanged sentences

Operating income 203.1 180.8

Other expense (income)

Other expense

Net interest expense 19.7 27.3

Other (income) expense

( 0.1 ) ( 0.3 ) 0.8 ( 4.4 )

Other expense

Income from continuing operations before income taxes 182.9 153.4

2 unchanged sentences

Loss from discontinued operations, net of tax

— — ( 0.2 ) ( 0.1 )

Net income $ 154.9 $ 133.3

17 unchanged sentences

Condensed Consolidated Balance Sheets (Unaudited)

September 30,

2025 December 31,

14 unchanged sentences

Current liabilities

Current maturities of short-term borrowings $ — $ 9.3

Accounts payable 296.7 272.8

9 unchanged sentences

Commitments and contingencies (Note 15)

Ordinary shares $ 0.01 par value, 426.0 authorized, 165.2 and 165.3 issued at September 30, 2024 and December 31, 2023, respectively

Ordinary shares $ 0.01 par value, 426.0 authorized, 164.5 and 164.8 issued at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,455.7 1,501.7

6 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine months ended

In millions September 30,

2024 September 30,

Three months ended

In millions March 31,

2025 March 31,

Operating activities

8 unchanged sentences

Asset impairment and write-offs 5.2 0.8

Gain on sale of assets — ( 3.4 )

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

6 unchanged sentences

Other non-current assets and liabilities 3.8 6.0

Net cash provided by operating activities of continuing operations

Net cash used for operating activities of continuing operations

( 38.9 ) ( 107.4 )

Net cash used for operating activities of discontinued operations — ( 0.2 )

Net cash provided by operating activities

Net cash used for operating activities

( 38.9 ) ( 107.6 )

Investing activities

Capital expenditures ( 16.8 ) ( 19.3 )

Proceeds from sale of property and equipment 0.4 5.4

Payments upon the settlement of net investment hedges

Acquisitions, net of cash acquired — ( 0.6 )

Other ( 0.5 ) 4.1

Net cash used for investing activities ( 16.8 ) ( 19.3 )

Financing activities

Net repayments of revolving long-term debt

Net repayments of short-term borrowings

Net borrowings of revolving long-term debt

Repayments of long-term debt — ( 6.3 )

2 unchanged sentences

Dividends paid ( 41.2 ) ( 38.0 )

Net cash used for financing activities

( 560.0 ) ( 426.2 )

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents ( 9.5 ) 2.5

6 unchanged sentences

In millions Ordinary shares Additional paid-in capital Retained earnings Accumulated

comprehensive (loss) income

comprehensive (loss) income Total

Number Amount

4 unchanged sentences

— — — ( 41.2 ) — ( 41.2 )

Share repurchases ( 0.6 ) — ( 50.0 ) — — ( 50.0 )

Exercise of options, net of shares tendered for payment — — 0.6 — — 0.6

3 unchanged sentences

Balance - March 31, 2025

Net income — — — 186.1 — 186.1

Other comprehensive loss, net of tax — — — — ( 3.9 ) ( 3.9 )

Dividends declared, $ 0.23 per share

164.5 $ 1.7 $ 1,455.7 $ 2,449.8 $ ( 273.6 ) $ 3,633.6

Share repurchases ( 0.6 ) — ( 50.0 ) — — ( 50.0 )

Exercise of options, net of shares tendered for payment 0.1 — 3.7 — — 3.7

Shares surrendered by employees to pay taxes — — ( 0.5 ) — — ( 0.5 )

Share-based compensation — — 8.4 — — 8.4

Balance - June 30, 2024

165.5 $ 1.7 $ 1,569.2 $ 2,109.3 $ ( 247.3 ) $ 3,432.9

Net income — — — 139.6 — 139.6

Other comprehensive loss, net of tax — — — — ( 3.2 ) ( 3.2 )

Dividends declared, $ 0.23 per share

— — — ( 38.0 ) — ( 38.0 )

Share repurchase ( 0.6 ) — ( 50.0 ) — — ( 50.0 )

Exercise of options, net of shares tendered for payment 0.3 — 8.0 — — 8.0

Shares surrendered by employees to pay taxes — — ( 0.5 ) — — ( 0.5 )

Share-based compensation — — 10.0 — — 10.0

Balance - September 30, 2024 165.2 $ 1.7 $ 1,536.7 $ 2,210.9 $ ( 250.5 ) $ 3,498.8

In millions Ordinary shares Additional paid-in capital Retained earnings Accumulated

4 unchanged sentences

Other comprehensive income, net of tax — — — — 1.0 1.0

— — — — 4.9 4.9

Dividends declared, $ 0.23 per share

5 unchanged sentences

Balance - March 31, 2024

Net income — — — 152.9 — 152.9

Other comprehensive loss, net of tax — — — — ( 2.5 ) ( 2.5 )

Dividends declared, $ 0.22 per share

166.0 $ 1.7 $ 1,607.6 $ 1,961.3 $ ( 243.4 ) $ 3,327.2

Exercise of options, net of shares tendered for payment 0.1 — 6.3 — — 6.3

Shares surrendered by employees to pay taxes — — ( 1.4 ) — — ( 1.4 )

Share-based compensation — — 6.9 — — 6.9

Balance - June 30, 2023

165.1 $ 1.7 $ 1,569.8 $ 1,600.4 $ ( 236.6 ) $ 2,935.3

Net income — — — 132.1 — 132.1

Other comprehensive loss, net of tax — — — — ( 5.5 ) ( 5.5 )

Dividends declared, $ 0.22 per share

— — — ( 36.4 ) — ( 36.4 )

Exercise of options, net of shares tendered for payment 0.2 — 8.4 — — 8.4

Shares surrendered by employees to pay taxes — — ( 0.2 ) — — ( 0.2 )

Share-based compensation — — 7.2 — — 7.2

Balance - September 30, 2023 165.3 $ 1.7 $ 1,585.2 $ 1,696.1 $ ( 242.1 ) $ 3,040.9

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

Basis of Presentation and Responsibility for Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements of Pentair plc and its subsidiaries (“we,” “us,” “our,” “Pentair,” or the “Company”) have been prepared following the requirements of the United States (“U.S.”) Securities and Exchange Commission for interim reporting.

The accompanying unaudited condensed consolidated financial statements of Pentair plc and its subsidiaries (“we,” “us,” “our,” or “Pentair”) have been prepared following the requirements of the United States (“U.S.”) Securities and Exchange Commission for interim reporting.

As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (“GAAP”) can be condensed or omitted.

6 unchanged sentences

We report our interim quarterly periods on a calendar quarter basis.

Securities and Exchange Commission (“SEC”) final rules

In March 2024, the SEC issued the final rules under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors.

In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges.

These rules, if adopted, will require registrants to disclose certain climate-related information, including Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics, in registration statements and annual reports, when material.

Disclosure requirements, absent the results of pending legal challenges, may begin phasing in with our annual reporting for the year ending December 31, 2025.

We are currently evaluating the impact the rules will have on our disclosures.

We disaggregate our revenue from contracts with customers by segment, geographic location and vertical market, 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.

We disaggregate our revenue from contracts with customers by reportable segment, geographic location and vertical market, 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 reportable segment.

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

Three months ended Nine months ended

In millions September 30,

2024 September 30,

2023 September 30,

2024 September 30,

Three months ended

In millions March 31,

2025 March 31,

$ 724.7 $ 705.2

1 unchanged sentence

Developing (1)

129.9 142.8 391.9 406.4

Other Developed (2)

58.9 54.7 175.8 181.5

Consolidated net sales $ 1,010.4 $ 1,017.2

2 unchanged sentences

Vertical market net sales information was as follows:

Three months ended Nine months ended

In millions September 30,

2024 September 30,

2023 September 30,

2024 September 30,

Three months ended

In millions March 31,

2025 March 31,

Residential $ 580.4 $ 543.2

2 unchanged sentences

Consolidated net sales $ 1,010.4 $ 1,017.2

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Performance obligations

As of September 30, 2024, we had $ 91.4 million of remaining performance obligations on contracts with an original expected duration of one year or more.

As of March 31, 2025, we had $ 124.5 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.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Contract assets and liabilities

Contract assets and liabilities consisted of the following:

In millions September 30,

In millions March 31,

2025 December 31,

2 unchanged sentences

Contract liabilities 49.2 38.8 10.4 26.8 %

Net contract assets

Net contract (liabilities) assets

$ ( 1.1 ) $ 7.9 $ ( 9.0 ) ( 113.9 ) %

The $ 4.0 million decrease in net contract assets from December 31, 2023 to September 30, 2024 was primarily the result of timing of milestone payments.

Approximately 95 % of our contract liabilities at December 31, 2023 were recognized in revenue in the first nine months of 2024.

Total share-based compensation expense for the three and nine months ended September 30, 2024 and 2023 was as follows:

Three months ended Nine months ended

In millions September 30,

2024 September 30,

2023 September 30,

2024 September 30,

The $ 9.0 million change in net contract liabilities from December 31, 2024 to March 31, 2025 was primarily the result of timing of milestone payments.

Approximately 50 % of our contract liabilities at December 31, 2024 were recognized in revenue in the first quarter of 2025.

Total share-based compensation expense for the three months ended March 31, 2025 and 2024 was as follows:

Three months ended

In millions March 31,

2025 March 31,

Restricted stock units $ 3.3 $ 3.8

21 unchanged sentences

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

During the nine months ended September 30, 2024, we initiated and continued execution of activities associated with our Transformation Program as well as initiated and continued certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

Restructuring and Transformation Program initiatives included a reduction in hourly and salaried headcount of approximately 475 employees during the nine months ended September 30, 2024.

During the three months ended March 31, 2025, we initiated and continued execution of activities associated with our Transformation Program as well as initiated and continued certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.

Restructuring and Transformation Program initiatives included a reduction in hourly and salaried headcount of approximately 125 employees during the three months ended March 31, 2025.

Restructuring and transformation-related costs included within Cost of goods sold and Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income included the following:

Three months ended Nine months ended

In millions September 30,

2024 September 30,

2023 September 30,

2024 September 30,

Three months ended

In millions March 31,

2025 March 31,

Restructuring Initiatives

1 unchanged sentence

Other restructuring costs and related adjustments (1)

10.9 1.6 11.8 2.1

Total restructuring costs 9.7 5.0

1 unchanged sentence

Severance and related costs — 0.4

Asset impairment and write-offs

Other transformation costs (2)

15.4 11.0 43.5 23.3

Total transformation costs 14.3 17.0

1 unchanged sentence

(1) Other restructuring costs and related adjustments primarily consist of certain accruals and related refinements as well as various contract termination costs, asset impairments and inventory write-offs associated with business and product line exits.

(2) Other transformation costs primarily consist of professional services, project management related costs, asset impairments and inventory write-offs, partially offset by gain on sale of assets.

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

Restructuring and transformation costs by reportable segment as well as Corporate and other were as follows:

Three months ended Nine months ended

In millions September 30,

2024 September 30,

2023 September 30,

2024 September 30,

Three months ended

In millions March 31,

2025 March 31,

Flow $ 8.8 $ 2.6

Water Solutions 4.1 0.6

Pool 4.7 1.7 10.1 6.9

Corporate and other

16.8 10.6 44.0 23.7

Total restructuring and transformation costs

$ 24.0 $ 22.0

Activity related to accrued severance and related costs recorded in Other current liabilities in the Condensed Consolidated Balance Sheets is summarized as follows for the nine months ended September 30, 2024:

In millions September 30,

Activity related to accrued severance and related costs recorded in Other current liabilities in the Condensed Consolidated Balance Sheets is summarized as follows for the three months ended March 31, 2025:

In millions March 31,

Beginning balance $ 18.7

6 unchanged sentences

Basic and diluted earnings per share were calculated as follows:

Three months ended Nine months ended

In millions, except per-share data September 30,

2024 September 30,

2023 September 30,

2024 September 30,

Three months ended

In millions, except per-share data March 31,

2025 March 31,

Net income $ 154.9 $ 133.3

4 unchanged sentences

Dilutive impact of stock options, restricted stock units and performance share units

1.4 1.4 1.5 1.2

Diluted 166.3 167.2

7 unchanged sentences

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

0.1 0.2 0.2 0.3

Accounts Receivable

5 unchanged sentences

We review our allowance for credit losses on a quarterly basis.

Activity related to our allowance for credit losses is summarized as follows for the nine months ended September 30, 2024:

In millions September 30,

Activity related to our allowance for credit losses is summarized as follows for the three months ended March 31, 2025:

In millions March 31,

Beginning balance $ 9.1

Bad debt expense

Write-offs, net of recoveries ( 1.2 )

Ending balance $ 9.7

3 unchanged sentences

Supplemental Balance Sheet Information

In millions September 30,

In millions March 31,

2025 December 31,

49 unchanged sentences

2024 Foreign Currency

Translation September 30,

Translation March 31,

Flow $ 730.4 $ 19.5 $ 749.9

3 unchanged sentences

Identifiable intangible assets consisted of the following:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

In millions Cost Accumulated

9 unchanged sentences

Total intangibles $ 1,402.5 $ ( 380.0 ) $ 1,022.5 $ 1,482.4 $ ( 448.6 ) $ 1,033.8

Identifiable intangible asset amortization expense was $ 13.5 million and $ 13.8 million for the three months ended September 30, 2024 and 2023, and $ 40.4 million and $ 41.5 million for the nine months ended September 30, 2024 and 2023, respectively.

Identifiable intangible asset amortization expense was $ 14.2 million and $ 13.5 million for the three months ended March 31, 2025 and 2024, respectively.

Estimated future amortization expense for identifiable intangible assets during the remainder of 2025 and the next five years is as follows:

4 unchanged sentences

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

In millions Average interest rate as of September 30, 2024 Maturity

Year September 30,

In millions Average interest rate as of March 31, 2025 Maturity

Year March 31,

2025 December 31,

1 unchanged sentence

Term Loan Facility 5.657 % 2023 - 2027 825.0 825.0

Term loans (Senior Credit Facility) N/A 2024 — 200.0

Senior notes - fixed rate (1)

6 unchanged sentences

Total debt 1,835.7 1,648.0

Current maturities of short-term borrowings

Long-term debt $ 1,835.7 $ 1,638.7

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

2 unchanged sentences

as borrowers, providing for a $ 900.0 million senior unsecured revolving credit facility.

During the second quarter of 2024, PFSA repaid $ 200.0 million of term loans under the Senior Credit Facility.

The revolving credit facility has a maturity date of December 16, 2026.

1 unchanged sentence

The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.

As of September 30, 2024, total availability under the Senior Credit Facility was $ 900.0 million.

As of March 31, 2025, total availability under the Senior Credit Facility was $ 694.3 million.

In addition, PFSA has the option to request to increase the revolving credit facility and/or to enter into one or more tranches of term loans in an aggregate amount of up to $ 300.0 million, subject to customary conditions, including the commitment of the participating lenders.

1 unchanged sentence

The Term Loan Facility has a maturity date of July 28, 2027, with required quarterly installment payments of $ 6.3 million which began on the last day of the third quarter of 2023 and increased to $ 12.5 million on the last day of the third quarter of 2024.

During the nine months ended September 30, 2024, PFSA repaid the remaining $ 162.5 million of quarterly installments on the Term Loan Facility, such that PFSA is not required to make any further quarterly installment payments.

As of September 30, 2024, the remaining obligation of $ 825.0 million matures on July 28, 2027.

During 2024, PFSA repaid the remaining $ 162.5 million of quarterly installments on the Term Loan Facility, such that PFSA is not required to make any further quarterly installment payments.

As of March 31, 2025, the remaining obligation of $ 825.0 million matures on July 28, 2027.

Th e Term Loan Facility bears interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, or adjusted daily simple secured overnight financing rate, plus, in each case, an applicable margin.

3 unchanged sentences

For purposes of the Leverage Ratio, the Senior Credit Facility and the Term Loan Facility provide 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 and the Term Loan Facility, we have various other credit facilities with an aggregate availability of $ 21.0 million, of which there were no outstanding borrowings at September 30, 2024.

In addition to the Senior Credit Facility and the Term Loan Facility, we have various other credit facilities with an aggregate availability of $ 20.8 million, of which there were no outstanding borrowings at March 31, 2025.

Borrowings under these credit facilities bear interest at variable rates.

2 unchanged sentences

We have $ 19.3 million of senior notes maturing in the next twelve months.

We classified this debt as long-term as of September 30, 2024 as we have the intent and ability to refinance such obligation on a long-term basis under the revolving credit facility under the Senior Credit Facility.

Debt outstanding, excluding unamortized issuance costs and discounts, at September 30, 2024 matures on a calendar year basis as follows:

We classified this debt as long-term as of March 31, 2025 as we have the intent and ability to refinance such obligation on a long-term basis under the Senior Credit Facility.

Debt outstanding, excluding unamortized issuance costs and discounts, at March 31, 2025 matures on a calendar year basis as follows:

In millions 2025 2026 2027 2028 2029 2030 Thereafter Total

14 unchanged sentences

The majority of our foreign currency contracts have an original maturity date of less than one year.

At September 30, 2024 and December 31, 2023, we had outstanding foreign currency derivative contracts with gross notional U.S.

dollar equivalent amounts of $ 15.7 million and $ 23.9 million, respectively.

At March 31, 2025, we had outstanding foreign currency derivative contracts with gross notional U.S.

dollar equivalent amounts of $ 19.3 million.

At December 31, 2024, there were no outstanding foreign currency derivative contracts.

The impact of these contracts on the Condensed Consolidated Statements of Operations and Comprehensive Income was not material for any period presented.

Cross currency swaps

At September 30, 2024 and December 31, 2023, we had outstanding cross currency swap agreements with a combined notional amount of $ 950.0 million and $ 940.2 million, respectively.

At March 31, 2025 and December 31, 2024, we had outstanding cross currency swap agreements with a combined notional amount of $ 756.1 million and $ 728.5 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.

We had deferred foreign currency losses of $ 39.9 million and $ 51.6 million at September 30, 2024 and December 31, 2023, respectively, recorded in Accumulated other comprehensive loss associated with our cross currency swap activity.

We had deferred foreign currency losses of $ 33.9 million and $ 13.8 million at March 31, 2025 and December 31, 2024, respectively, recorded in Accumulated other comprehensive loss associated with our cross currency swap activity.

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

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

In August 2024, we entered into a transaction to early terminate and cash settle a € 150 million cross currency swap agreement, resulting in a net cash payment of $ 16.1 million, of which $ 16.4 million is included in investing activities and $ 0.3 million of interest income is included within operating activities on the Consolidated Statements of Cash Flows.

Subsequent to the termination, we entered into new cross currency swap agreements with euro notional amounts matching the original swap agreement.

Hedging of variable interest rates

1 unchanged sentence

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

As of September 30, 2024, we had an aggregate notional amount of $ 300.0 million and $ 200.0 million in interest rate swaps and collars, respectively, that are designated as cash flow hedges.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

As of March 31, 2025, we had an aggregate notional amount of $ 300.0 million and $ 200.0 million in interest rate swaps and collars, respectively, that are designated as cash flow hedges.

Unrealized gains and losses related to the fair value of the interest rate swaps are recorded in Accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets.

We had an unrealized loss of $ 1.7 million and an unrealized gain of $ 0.3 million at September 30, 2024 and December 31, 2023, respectively, recorded in Accumulated other comprehensive loss associated with our interest rate swap and collar activity.

We had unrealized gains of $ 0.4 million and $ 1.9 million at March 31, 2025 and December 31, 2024, respectively, recorded in Accumulated other comprehensive loss associated with our interest rate swap and collar activity.

The periodic interest settlements related to our interest rate swaps and collars are classified as operating activities.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Fair value measurements

13 unchanged sentences

fair value of common/collective trusts are valued at net asset value (“NAV”), which is based on the fair value of the underlying securities owned by the fund and divided by the number of shares outstanding;

• contingent earn-out liabilities — fair value is generally established using a probability-weighted discounted income approach to convert future estimated cash flows to a single present value amount.

The related inputs are classified as Level 3 in the valuation hierarchy defined above.

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

September 30,

2025 December 31,

7 unchanged sentences

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

September 30, 2024

March 31, 2025

In millions Level 1 Level 2 Level 3 NAV Total

Recurring fair value measurements

Interest rate contract liabilities

$ — $ ( 1.7 ) $ — $ — $ ( 1.7 )

Interest rate contract assets $ — $ 0.4 $ — $ — $ 0.4

Foreign currency contract liabilities — ( 34.2 ) — — ( 34.2 )

Deferred compensation plan assets 12.0 — — 13.7 25.7

Contingent earn-out liabilities

— — ( 8.0 ) — ( 8.0 )

Total recurring fair value measurements $ 12.0 $ ( 33.8 ) $ ( 8.0 ) $ 13.7 $ ( 16.1 )

6 unchanged sentences

Deferred compensation plan assets 15.0 — — 14.4 29.4

Contingent earn-out liabilities

— — ( 8.0 ) — ( 8.0 )

Total recurring fair value measurements $ 15.0 $ ( 11.9 ) $ ( 8.0 ) $ 14.4 $ 9.5

On December 2, 2024, we completed the acquisition of G & F Manufacturing, LLC (“G & F Manufacturing”).

In conjunction with the acquisition, we recorded an estimated fair value of $ 8.0 million of contingent earn-out liabilities, which are considered Level 3 under our fair value hierarchy.

The recorded fair value of the associated contingent earn-out liabilities was reviewed as of March 31, 2025, with no further change in fair value.

The fair value of the contingent earn-out liabilities will be re-measured for each reporting period until resolution of the contingent earn-out payments, and any resulting changes to fair value would be recorded in earnings.

We manage our affairs so that we are centrally managed and controlled in the United Kingdom (“U.K.”) and therefore have our tax residency in the U.K.

3 unchanged sentences

Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.

The effective income tax rate for the nine months ended September 30, 2024 was 14.1 %, compared to 14.5 % for the nine months ended September 30, 2023.

The effective income tax rate for the three months ended March 31, 2025 was 15.3 %, compared to 13.0 % for the three months ended March 31, 2024.

We continue to actively pursue initiatives to reduce our effective tax rate.

The tax rate in any quarter can be affected positively or negatively by the mix of global earnings or adjustments that are required to be reported in the specific quarter of resolution.

The total gross liability for uncertain tax positions was $ 36.8 million and $ 38.6 million at September 30, 2024 and December 31, 2023, respectively.

The total gross liability for uncertain tax positions was $ 6.0 million at both March 31, 2025 and December 31, 2024.

We record penalties and interest related to unrecognized tax benefits in Provision for income taxes and Net interest expense , respectively, on the Condensed Consolidated Statements of Operations and Comprehensive Income, which is consistent with our past practices.

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

In particular, the U.K.

completed passage of legislation to comply with the Pillar Two framework which became effective on January 1, 2024.

For the nine months ended September 30, 2024, the impact of Pillar Two on our condensed consolidated financial statements was not material.

The Organization for Economic Co-operation and Development Pillar Two Model Rules (“Pillar Two”) for a global 15.0% minimum tax have been adopted by a number of jurisdictions in which we operate.

For the three months ended March 31, 2025 and March 31, 2024, the impact of Pillar Two on our condensed consolidated financial statements was not material.

Pentair plc and Subsidiaries

1 unchanged sentence

Benefit Plans

Components of net periodic benefit expense for our pension plans for the three and nine months ended September 30, 2024 and 2023 were as follows:

Three months ended Nine months ended

In millions September 30,

2024 September 30,

2023 September 30,

2024 September 30,

Components of net periodic benefit expense for our pension plans for the three months ended March 31, 2025 and 2024 were as follows:

Three months ended

In millions March 31,

2025 March 31,

Service cost $ 0.3 $ 0.4

2 unchanged sentences

Net periodic benefit expense $ 1.1 $ 1.3

Components of net periodic benefit expense for our other post-retirement plans for the three and nine months ended September 30, 2024 and 2023 were not material .

Components of net periodic benefit expense for our other post-retirement plans for the three months ended March 31, 2025 and 2024 were not material .

Shareholders’ Equity

2 unchanged sentences

The authorization expires on December 31, 2025 .

During the nine months ended September 30, 2024, we repurchased 1.2 million of our ordinary shares for $ 100.0 million.

As of September 30, 2024, we had $ 500.0 million available for share repurchases under this authorization.

During the three months ended March 31, 2025, we repurchased 0.6 million of our ordinary shares for $ 50.0 million.

As of March 31, 2025, we had $ 400.0 million available for share repurchases under this authorization.

Dividends payable

On September 23, 2024, the Board of Directors declared a quarterly cash dividend of $ 0.23 per share, payable on November 1, 2024 to shareholders of record at the close of business on October 18, 2024.

As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $ 38.0 million at both September 30, 2024 and December 31, 2023, respectively.

On February 24, 2025, the Board of Directors declared a quarterly cash dividend of $ 0.25 per share, payable on May 2, 2025 to shareholders of record at the close of business on April 18, 2025.

As a result, the balance of dividends payable included in Other current liabilities on our Condensed Consolidated Balance Sheets was $ 41.2 million at both March 31, 2025 and December 31, 2024.

Segment Information

We are composed of three reporting segments:

We are comprised of three reportable segments:

Flow, Water Solutions and Pool.

We evaluate performance based on net sales and reportable segment income and use a variety of ratios to measure performance of our reporting segments.

We evaluate performance based on net sales and reportable segment income and use certain ratios, particularly return on sales, to measure performance of our reportable 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.

Reportable segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items.

Reportable segment income represents operating income of each reportable segment inclusive of equity income of unconsolidated subsidiaries and exclusive of intangible amortization, certain acquisition related expenses, costs of restructuring and transformation activities, impairments, legal accrual adjustments and settlements and other unusual non-operating items.

“Corporate and other” activity primarily consists of corporate expenses not allocated to the segments, including executive office, board of directors, and centrally-managed corporate functional or shared service costs related to finance, human resources, communications and corporate development.

These activities do not meet the criteria for a stand-alone reporting segment under accounting standards codification (“ASC”) 280.

Net sales of the Company’s reportable segments as well as Corporate and other were as follows:

Three months ended Nine months ended

In millions September 30,

2024 September 30,

2023 September 30,

2024 September 30,

These activities do not meet the criteria for a stand-alone reportable segment under accounting standards codification (“ASC”) 280.

Financial information by reportable segment as well as a reconciliation of reportable segment income to consolidated income from continuing operations before income taxes is as follows:

2025 December 31,

In millions Identifiable assets (1)

$ 1,668.1 $ 1,590.7

Water Solutions

2,648.5 2,613.5

2,030.7 1,801.3

Reportable segment total

6,347.3 6,005.5

Corporate and other

Consolidated $ 6,747.2 $ 6,446.5

(1) All cash and cash equivalents are included in “Corporate and other.”

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Three months ended Three months ended

2025 March 31,

2024 March 31,

2025 March 31,

In millions Capital expenditures Depreciation

Flow $ 3.8 $ 3.0 $ 5.2 $ 5.3

1 unchanged sentence

Pool 6.4 3.3 3.1 3.0

Reportable segment net sales

Reportable segment total

13.0 16.4 12.3 12.7

2 unchanged sentences

$ 16.8 $ 19.3 $ 14.8 $ 14.9

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

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

Three months ended Nine months ended

In millions September 30,

2024 September 30,

2023 September 30,

2024 September 30,

Three months ended

March 31, 2025

In millions Flow

Water Solutions

$ 367.9 $ 258.2 $ 383.9 $ 1,010.0

Reconciliation of consolidated net sales

Corporate and other

Total consolidated net sales

Cost of goods sold (1)(3)

( 228.8 ) ( 157.8 ) ( 213.8 )

Operating expenses (1)(2)(3)

( 55.5 ) ( 39.7 ) ( 44.1 )

Reportable segment income

$ 83.6 $ 60.7 $ 126.0 $ 270.3

Corporate and other

Restructuring and other ( 10.5 )

Transformation costs ( 9.1 )

Asset impairment and write-offs ( 5.2 )

Intangible amortization

Interest expense, net

Other expense ( 0.9 )

Income from continuing operations before income taxes $ 182.9

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker (“CODM”), which includes certain corporate overhead allocations directly attributable to each of the segments.

(2) O perating expenses include selling, general, administrative, research and development costs which primarily consist of non-manufacturing employee compensation, non-manufacturing overhead and professional service costs as well as depreciation expense.

(3) These costs exclude certain expenses reported in the Condensed Consolidated Statements of Operations and Comprehensive Income, including costs that are reflected in "Corporate and other,” and expenses excluded from reportable segment income as defined above.

Pentair plc and Subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Three months ended

March 31, 2024

In millions Flow

Water Solutions

$ 384.3 $ 273.1 $ 359.5 $ 1,016.9

Reconciliation of consolidated net sales

Corporate and other

Total consolidated net sales

Cost of goods sold (1)(3)

( 247.0 ) ( 172.5 ) ( 206.5 )

Operating expenses (1)(2)(3)

( 60.0 ) ( 45.0 ) ( 42.2 )

Reportable segment income

1 unchanged sentence

Corporate and other

( 20.7 ) ( 24.8 ) ( 66.6 ) ( 67.9 )

Asset impairment and write-offs ( 8.5 ) ( 1.8 ) ( 9.3 ) ( 6.2 )

Restructuring and other ( 4.6 )

Transformation costs ( 17.0 )

Intangible amortization ( 13.5 ) ( 13.8 ) ( 40.4 ) ( 41.5 )

Asset impairment and write-offs ( 0.8 )

Legal accrual adjustments and settlements

Intangible amortization

Interest expense, net

Other (expense) income

( 0.5 ) ( 1.0 ) ( 2.5 ) 2.3

Other expense

Income from continuing operations before income taxes $ 153.4

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM, which includes certain corporate overhead allocations directly attributable to each of the segments.

(2) Operating expenses include selling, general, administrative, research and development costs which primarily consist of non-manufacturing employee compensation, non-manufacturing overhead and professional service costs as well as depreciation expense.

Commitments and Contingencies

2 unchanged sentences

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 nine months ended September 30, 2024 were as follows:

In millions September 30,

The changes in the carrying amount of service and product warranties from continuing operations for the three months ended March 31, 2025 were as follows:

In millions March 31,

Beginning balance $ 67.2

7 unchanged sentences

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

As of September 30, 2024 and December 31, 2023, the outstanding value of bonds, letters of credit and bank guarantees totaled $ 105.1 million and $ 124.3 million, respectively.

As of March 31, 2025 and December 31, 2024, the outstanding value of bonds, letters of credit and bank guarantees totaled $ 102.8 million and $ 102.1 million, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements