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Pentair(PNR) - 2022 Q4 - Annual Report

PART I Business Overview Pentair plc, a sustainable water solutions company, acquired Manitowoc Ice for $1.6 billion in 2022 and restructured into Pool, Water Solutions, and Industrial & Flow Technologies segments - Pentair's vision is to be the world's most valuable sustainable water solutions company14 - The company was established in Ireland in 2014 with tax residency in the UK14 - Acquired Welbilt's Manitowoc Ice business for approximately $1.6 billion in cash on July 28, 202215 - The Consumer Solutions segment focuses on residential and commercial pool equipment and water treatment products, primarily targeting the B2C market18 - In 2022, pool business accounted for approximately 60% of Consumer Solutions sales, with water treatment and water solutions making up about 40%1920 - The Industrial & Flow Technologies segment manufactures and sells various fluid handling products, pumps, valves, and nozzles, primarily serving the B2B market25 - In 2022, residential and irrigation fluid business accounted for approximately 45% of Industrial & Flow Technologies sales, commercial and infrastructure fluid business about 25%, and industrial solutions business about 30%26 - Effective January 1, 2023, the company reorganized its reporting segments into three divisions: Pool, Water Solutions, and Industrial & Flow Technologies31 Net Sales and Segment Income by New Segment (2020-2022) | In millions | 2022 | 2021 | 2020 | | :----------------------------- | :----- | :----- | :----- | | Net Sales | | | | | Pool | $1,632.7 | $1,572.0 | $1,123.5 | | Water Solutions | 986.8 | 769.9 | 619.4 | | Industrial & Flow Technologies | 1,500.8 | 1,421.4 | 1,273.6 | | Other | 1.5 | 1.5 | 1.3 | | Consolidated Net Sales | $4,121.8 | $3,764.8 | $3,017.8 | | Segment Income (Loss) | | | | | Pool | $462.1 | $452.7 | $321.4 | | Water Solutions | 149.0 | 101.7 | 97.7 | | Industrial & Flow Technologies | 242.3 | 213.3 | 164.6 | | Other | (85.7) | (81.8) | (66.1) | | Consolidated Segment Income | $767.7 | $685.9 | $517.6 | - As of December 31, 2022, the company had approximately 11,250 employees globally, with about 53% in the United States42 Workforce Diversity (As of December 31, 2022) | Category | Workforce Percentage | Leadership Positions Percentage | | :------- | :----------- | :------------- | | Minority (U.S.) | 40% | 25% | | Female (Global) | 32% | 32% | - The company is committed to providing a safe workplace and encourages employees to report potential safety concerns49 - The company is committed to integrating ESG goals and publishes an annual Corporate Social Responsibility report5152 Risk Factors The company faces diverse risks from global economic volatility, intense competition, M&A integration, cost inflation, supply chain disruptions, and international operations, compounded by rising debt, environmental liabilities, asbestos litigation, and cybersecurity threats - Global economic and business conditions, including inflation and geopolitical conflicts, impact product demand58 - Intense market competition may pressure profit margins and limit market share growth59 - Future growth depends on successful adaptation of products and services to local markets and the development or acquisition of new technologies60 - Mergers and acquisitions may involve significant cash outlays, increased debt, equity issuance, operating losses, and integration difficulties6162 - Experienced inflationary increases in raw material, logistics, energy, and labor costs in 2021 and 2022, with expectations for continuation in 202364 - Supply chain disruptions may impact production and delivery capabilities, negatively affecting business and profitability65 - The COVID-19 pandemic may continue to negatively impact customer demand, workforce, and supply chains666768 - International operations face political, regulatory, economic, and trade risks, including sanctions, tariffs, and currency fluctuations6979 - As of December 31, 2022, the company had $2.3393 billion in total debt, primarily due to the Manitowoc Ice acquisition80 - Financial covenants in debt agreements may restrict business operations and the ability to incur additional debt8283 - Violations of anti-corruption laws (e.g., FCPA, UK Bribery Act) could lead to criminal or civil sanctions and reputational damage8788 - The company faces environmental laws, liabilities, and litigation, including cleanup costs and potential fines909192 - Subsidiaries are involved in asbestos-related litigation, which could adversely affect financial condition, operating results, and cash flows9394 - Climate change and sustainability regulations may increase operating costs and impact product demand and company reputation969798 - Cybersecurity threats and computer crimes pose risks to systems, networks, products, and services, potentially leading to data breaches and operational disruptions99 - Changes in data privacy laws and compliance challenges may increase operating costs and result in fines or litigation100 - Irish law differs from U.S. law, potentially offering less protection to security holders and affecting the ability to issue ordinary shares107108109 Unresolved Staff Comments There are no unresolved staff comments in this report - No unresolved staff comments115 Properties The company's main office is leased in London, UK, with a US management office leased in Golden Valley, Minnesota; as of December 31, 2022, it operates 42 manufacturing plants, 37 distribution centers, 19 sales/corporate offices, and 41 service centers globally, all well-maintained - The main office is leased in London, UK, with the U.S. management office leased in Golden Valley, Minnesota116 Key Properties (As of December 31, 2022) | Location | Manufacturing | Distribution | Sales and Corporate Offices | Service Centers | | :-------------------------- | :------------ | :----------- | :-------------------------- | :-------------- | | Consumer Solutions (U.S. and 9 foreign countries) | 22 | 27 | 10 | 31 | | Industrial & Flow Technologies (U.S. and 14 foreign countries) | 20 | 10 | 4 | 10 | | Corporate (U.S. and 3 foreign countries) | — | — | 5 | — | | Total | 42 | 37 | 19 | 41 | Legal Proceedings The company is involved in various legal proceedings and potential claims, including commercial, regulatory, intellectual property, environmental, asbestos, and product liability matters, with further details in Note 15 of the consolidated financial statements - The company is involved in various legal proceedings and potential claims, including commercial, regulatory, intellectual property, environmental, asbestos, and product liability118 Mine Safety Disclosures This item is not applicable - This item is not applicable119 PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Pentair's ordinary shares trade on the NYSE under 'PNR', with 12,940 shareholders; the company has paid dividends for 188 consecutive quarters, increasing the quarterly dividend by 5% to $0.22 per share, and has $600 million available for share repurchases - Ordinary shares are listed on the New York Stock Exchange under the ticker symbol 'PNR'124 - As of December 31, 2022, there were 12,940 registered shareholders124 - The company has paid cash dividends for 188 consecutive quarters and approved a 5% increase in the quarterly cash dividend rate to $0.22 per share, marking the 47th consecutive year of dividend increases125 Indexed Returns (Years Ended December 31) | Company / Index | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | | :---------------------- | :--- | :--- | :--- | :--- | :--- | :--- | | Pentair plc | $100 | $81.14 | $100.35 | $118.30 | $164.73 | $103.16 | | S&P 500 Index | 100 | 95.62 | 125.72 | 148.85 | 191.58 | 156.88 | | S&P 500 Industrials Index | 100 | 96.95 | 127.95 | 157.60 | 201.56 | 162.45 | Equity Security Purchases (Fourth Quarter 2022) | Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Dollar value of shares that may yet be purchased under the plans or programs | | :------------------------ | :------------------------------- | :--------------------------- | :-------------------------------------------------------------------------- | :-------------------------------------------------------------------------- | | October 1 – October 29 | 86 | $41.81 | — | $600,002,203 | | October 30 – November 26 | 1,014 | $42.50 | — | $600,002,203 | | November 27 – December 31 | 1,432 | $46.20 | — | $600,002,203 | | Total | 2,532 | | | | - As of December 31, 2022, $600 million remained available for share repurchases under the 2020 authorization plan, which expires on December 31, 2025132 Reserved This item is reserved with no specific information - This item is reserved132 Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses the company's 2022 financial condition and operating results, noting a 9.5% increase in consolidated net sales but a 6.5% decrease in operating income and significantly higher net interest expense, with 2023 goals focused on profitable revenue growth, capital optimization, digital investment, and ongoing transformation initiatives - The report contains forward-looking statements, subject to risks from global economic conditions, supply chains, inflation, currency fluctuations, and M&A integration133 - In 2022, Consumer Solutions and Industrial & Flow Technologies segments accounted for approximately 64% and 36% of total revenue, respectively134 - 2023 operating objectives include achieving profitable revenue growth, optimizing capital allocation, accelerating digital and technology investments, and advancing transformation initiatives139 Consolidated Results of Operations (Years Ended December 31) | In millions | 2022 | 2021 | 2020 | 2022 vs 2021 % / point change | 2021 vs 2020 % / point change | | :------------------------------------------ | :----- | :----- | :----- | :------------------------------ | :------------------------------ | | Net sales | $4,121.8 | $3,764.8 | $3,017.8 | 9.5 % | 24.8 % | | Cost of goods sold | 2,757.2 | 2,445.6 | 1,960.2 | 12.7 % | 24.8 % | | Gross profit | 1,364.6 | 1,319.2 | 1,057.6 | 3.4 % | 24.7 % | | % of net sales | 33.1 % | 35.0 % | 35.0 % | (1.9) pts | — pts | | Selling, general and administrative | 677.1 | 596.4 | 520.5 | 13.5 % | 14.6 % | | % of net sales | 16.4 % | 15.8 % | 17.2 % | 0.6 pts | (1.4) pts | | Research and development | 92.2 | 85.9 | 75.7 | 7.3 % | 13.5 % | | % of net sales | 2.2 % | 2.3 % | 2.5 % | (0.1) pts | (0.2) pts | | Operating income | 595.3 | 636.9 | 461.4 | (6.5) % | 38.0 % | | % of net sales | 14.4 % | 16.9 % | 15.3 % | (2.5) pts | 1.6 pts | | Net interest expense | 61.8 | 12.5 | 23.9 | N.M. | (47.7) % | | Income from continuing operations before income taxes | 550.6 | 626.8 | 432.1 | (12.2) % | 45.1 % | | Provision for income taxes | 67.4 | 70.8 | 75.0 | (4.8) % | (5.6) % | | Effective tax rate | 12.2 % | 11.3 % | 17.4 % | 0.9 pts | (6.1) pts | Composition of Consolidated Net Sales Change | | 2022 vs 2021 | 2021 vs 2020 | | :---------- | :----------- | :----------- | | Volume | (7.1)% | 16.3 % | | Price | 13.3 | 4.6 | | Core growth | 6.2 | 20.9 | | Acquisition/Divestiture | 5.5 | 2.6 | | Currency | (2.2) | 1.3 | | Total | 9.5 % | 24.8 % | - Gross profit margin decreased by 1.9 percentage points in 2022, primarily due to rising inflationary costs, increased logistics and labor expenses, and lower productivity142 - Net interest expense significantly increased in 2022, primarily due to increased debt from the Manitowoc Ice acquisition and rising variable interest rates144 Consumer Solutions Net Sales and Segment Income (Years Ended December 31) | In millions | 2022 | 2021 | 2020 | 2022 vs 2021 % / point change | 2021 vs 2020 % / point change | | :---------- | :----- | :----- | :----- | :------------------------------ | :------------------------------ | | Net sales | $2,619.5 | $2,341.9 | $1,742.9 | 11.9 % | 34.4 % | | Segment income | 611.1 | 554.4 | 419.1 | 10.2 % | 32.3 % | | % of net sales | 23.3 % | 23.7 % | 24.0 % | (0.4) pts | (0.3) pts | Industrial & Flow Technologies Net Sales and Segment Income (Years Ended December 31) | In millions | 2022 | 2021 | 2020 | 2022 vs 2021 % / point change | 2021 vs 2020 % / point change | | :---------- | :----- | :----- | :----- | :------------------------------ | :------------------------------ | | Net sales | $1,500.8 | $1,421.4 | $1,273.6 | 5.6 % | 11.6 % | | Segment income | 242.3 | 213.3 | 164.6 | 13.6 % | 29.6 % | | % of net sales | 16.1 % | 15.0 % | 12.9 % | 1.1 pts | 2.1 pts | Backlog by Segment (December 31) | In millions | 2022 | 2021 | $ change | % change | | :-------------------------- | :----- | :----- | :------- | :------- | | Consumer Solutions | $483.1 | $1,073.7 | $(590.6) | (55.0)% | | Industrial & Flow Technologies | 512.1 | 446.3 | 65.8 | 14.7 % | | Total | $995.2 | $1,520.0 | $(524.8) | (34.5)% | - Backlog in the Consumer Solutions segment decreased, primarily due to pool business backlog normalizing to historical levels, improved production capacity, shorter lead times, and balanced channel inventory levels159 Cash Flow Summary (Years Ended December 31) | In millions | 2022 | 2021 | 2020 | | :-------------------------------------- | :----- | :----- | :----- | | Cash provided by (used for): | | | | | Operating activities of continuing operations | $364.3 | $613.6 | $574.2 | | Investing activities | (1,582.8) | (390.7) | (117.9) | | Financing activities | 1,232.7 | (222.2) | (435.9) | - Net cash flow from operating activities decreased in 2022, primarily due to a $218.7 million cash outflow from changes in net working capital, largely driven by increased inventory165 - Net cash used for investing activities in 2022 primarily reflects $1.5795 billion in cash paid for the Manitowoc Ice acquisition167 - Net cash provided by financing activities in 2022 primarily resulted from $1.3913 billion in new debt to fund the Manitowoc Ice acquisition169 Free Cash Flow Reconciliation (Years Ended December 31) | In millions | 2022 | 2021 | 2020 | | :------------------------------------------ | :----- | :----- | :----- | | Net cash provided by operating activities of continuing operations | $364.3 | $613.6 | $574.2 | | Capital expenditures of continuing operations | (85.2) | (60.2) | (62.2) | | Proceeds from sale of property and equipment of continuing operations | 4.1 | 3.9 | 0.1 | | Free cash flow from continuing operations | $283.2 | $557.3 | $512.1 | | Net cash used for operating activities of discontinued operations | (1.0) | (0.4) | (0.6) | | Free cash flow | $282.2 | $556.9 | $511.5 | Debt and Average Interest Rates (December 31) | In millions | Average interest rate at Dec 31, 2022 | Maturity year | 2022 | 2021 | | :-------------------------------------- | :------------------------------------ | :------------ | :----- | :----- | | Revolving credit facility (Senior Credit Facility) | 6.053% | 2026 | $320.0 | $195.0 | | Term Loan Facility | 5.463% | 2023 - 2027 | 1,000.0 | — | | Term loans (Senior Credit Facility) | 5.861% | 2024 | 200.0 | 200.0 | | Senior notes - fixed rate (2022) | 3.150% | 2022 | — | 88.3 | | Senior notes - fixed rate (2025) | 4.650% | 2025 | 19.3 | 19.3 | | Senior notes - fixed rate (2029) | 4.500% | 2029 | 400.0 | 400.0 | | Senior notes - fixed rate (2032) | 5.900% | 2032 | 400.0 | — | | Unamortized issuance costs and discounts | N/A | N/A | (22.0) | (8.5) | | Total debt | | | $2,317.3 | $894.1 | - As of December 31, 2022, the company had $600 million available for share repurchases under an authorization plan expiring on December 31, 2025184 Dividends Paid Per Ordinary Share | Year | Dividends Paid Per Ordinary Share | | :--- | :-------------------------------- | | 2022 | $0.84 | | 2021 | $0.80 | | 2020 | $0.76 | Significant Cash Requirements for Contractual Obligations and Commitments (December 31, 2022) | In millions | Next Twelve Months | Greater Than Twelve Months | Total | | :------------------------------------------ | :----------------- | :------------------------- | :------ | | Debt obligations | $12.5 | $2,326.8 | $2,339.3 | | Interest obligations on fixed-rate debt | 42.5 | 322.2 | 364.7 | | Operating lease obligations, net of sublease rentals | 32.2 | 55.8 | 88.0 | | Purchase and marketing obligations | 19.8 | 14.8 | 34.6 | | Pension and other post-retirement plan contributions | 9.3 | 75.3 | 84.6 | | Total contractual obligations, net | $116.3 | $2,794.9 | $2,911.2 | - As of December 31, 2022, variable-rate debt totaled $1.52 billion with a weighted-average interest rate of 5.64%192 - As of December 31, 2022, total liabilities for unrecognized tax positions amounted to $39.6 million193 - Impairment charges of $9.2 million for long-lived assets were recorded in 2022, primarily due to restructuring actions and certain business exits295 - Impairment charges of $2.7 million for proprietary technology intangible assets were recorded in 2022 due to business exits205303 - As of December 31, 2022, pension plan reserves totaled $65.1 million308 - As of December 31, 2022, outstanding bonds, letters of credit, and bank guarantees totaled $99.7 million199424 Quantitative and Qualitative Disclosures about Market Risk The company faces market risks from interest rate and foreign exchange rate changes, managed with derivative financial instruments; as of December 31, 2022, 35% of debt was fixed-rate and 65% variable-rate, with a 100-basis-point increase in variable rates raising interest expense by $15.2 million - As of December 31, 2022, 35% of the company's debt portfolio was fixed-rate, and 65% was variable-rate221 - A 100-basis-point increase in variable-rate debt would result in a $15.2 million increase in interest expense222 - The company faces foreign exchange risk, with 29% of 2022 net sales derived from outside the United States223 - The company uses derivative financial instruments, such as forward foreign exchange contracts and cross-currency swap agreements, to manage foreign exchange risk224225 - A 10% appreciation or depreciation of the U.S. dollar against the Euro would result in an approximate $55 million change in accumulated other comprehensive income225 Financial Statements and Supplementary Data This section includes management's report on internal controls, the independent auditor's report, and consolidated financial statements; management deemed internal controls effective as of December 31, 2022 (excluding Manitowoc Ice), and auditors issued unqualified opinions, highlighting uncertain tax positions and customer relationship intangible asset valuation as key audit matters - Management believes the company's internal controls were effective as of December 31, 2022, excluding the assessment of Manitowoc Ice229230 - Deloitte & Touche LLP issued unqualified opinions on the company's financial statements and internal controls as of December 31, 2022232239 - Key audit matters include the completeness of uncertain tax positions ($39.6 million as of December 31, 2022) and the valuation of customer relationship intangible assets ($588.4 million) in the Manitowoc Ice acquisition244246 Consolidated Statements of Operations and Comprehensive Income (Years Ended December 31) | In millions, except per-share data | 2022 | 2021 | 2020 | | :------------------------------------------ | :----- | :----- | :----- | | Net sales | $4,121.8 | $3,764.8 | $3,017.8 | | Gross profit | 1,364.6 | 1,319.2 | 1,057.6 | | Operating income | 595.3 | 636.9 | 461.4 | | Income from continuing operations before income taxes | 550.6 | 626.8 | 432.1 | | Net income from continuing operations | 483.2 | 556.0 | 357.1 | | Net income | $480.9 | $553.0 | $358.6 | | Diluted earnings per ordinary share | $2.90 | $3.30 | $2.14 | Consolidated Balance Sheets (December 31) | In millions, except per-share data | 2022 | 2021 | | :------------------------------------------ | :----- | :----- | | Assets | | | | Total current assets | $1,558.5 | $1,304.0 | | Property, plant and equipment, net | 344.5 | 310.0 | | Goodwill | 3,252.6 | 2,504.5 | | Intangibles, net | 1,094.6 | 428.0 | | Total assets | $6,447.5 | $4,753.6 | | Liabilities and Equity | | | | Total current liabilities | $1,063.1 | $1,051.7 | | Long-term debt | 2,317.3 | 894.1 | | Total liabilities | $3,739.4 | $2,331.7 | | Total equity | $2,708.1 | $2,421.9 | Consolidated Statements of Cash Flows (Years Ended December 31) | In millions | 2022 | 2021 | 2020 | | :------------------------------------------ | :----- | :----- | :----- | | Net cash provided by operating activities | $363.3 | $613.2 | $573.6 | | Net cash used for investing activities | (1,582.8) | (390.7) | (117.9) | | Net cash provided by (used for) financing activities | 1,232.7 | (222.2) | (435.9) | | Change in cash and cash equivalents | 14.4 | 12.4 | (0.4) | | Cash and cash equivalents, end of year | $108.9 | $94.5 | $82.1 | Consolidated Statements of Equity (December 31) | In millions | 2022 | 2021 | 2020 | | :------------------------------------------ | :----- | :----- | :----- | | Balance - December 31, beginning of year | $2,421.9 | $2,106.3 | $1,953.9 | | Net income | 480.9 | 553.0 | 358.6 | | Other comprehensive loss, net of tax | (25.1) | (6.6) | 19.2 | | Dividends declared | (141.8) | (132.8) | (128.4) | | Share repurchases | (50.0) | (150.0) | (150.2) | | Share-based compensation | 24.9 | 29.8 | 20.3 | | Balance - December 31, end of year | $2,708.1 | $2,421.9 | $2,106.3 | Net Sales by Geographic Location (Years Ended December 31) | In millions | 2022 | 2021 | 2020 | | :---------- | :----- | :----- | :----- | | U.S. | $2,913.2 | $2,571.2 | $2,011.7 | | Western Europe | 439.2 | 460.4 | 375.3 | | Developing | 515.5 | 487.1 | 427.5 | | Other Developed | 253.9 | 246.1 | 203.3 | | Consolidated net sales | $4,121.8 | $3,764.8 | $3,017.8 | Net Sales by Vertical Market (Years Ended December 31) | In millions | 2022 | 2021 | 2020 | | :---------- | :----- | :----- | :----- | | Residential | $2,613.6 | $2,437.6 | $1,883.4 | | Commercial | 809.1 | 665.9 | 528.6 | | Industrial | 699.1 | 661.3 | 605.8 | | Consolidated net sales | $4,121.8 | $3,764.8 | $3,017.8 | - Research and development expenses were $92.2 million in 2022, $85.9 million in 2021, and $75.7 million in 2020289 - The Manitowoc Ice acquisition in 2022 resulted in a $790.5 million increase in goodwill, bringing total goodwill to $3.2526 billion333 Identifiable Intangible Assets (December 31) | In millions | 2022 Cost | 2022 Accumulated amortization | 2022 Net | 2021 Cost | 2021 Accumulated amortization | 2021 Net | | :-------------------------- | :-------- | :---------------------------- | :------- | :-------- | :---------------------------- | :------- | | Definite-life intangibles | | | | | | | | Customer relationships | $1,100.9 | $(308.9) | $792.0 | $558.8 | $(320.1) | $238.7 | | Proprietary technology and patents | 89.3 | (35.6) | 53.7 | 46.3 | (32.1) | 14.2 | | Other | 14.4 | (14.4) | — | — | — | — | | Total finite-life intangibles | 1,204.6 | (358.9) | 845.7 | 605.1 | (352.2) | 252.9 | | Indefinite-life intangibles | | | | | | | | Trade names | 248.9 | — | 248.9 | 175.1 | — | 175.1 | | Total intangibles | $1,453.5 | $(358.9) | $1,094.6 | $780.2 | $(352.2) | $428.0 | Funded Status of Pension and Other Post-Retirement Benefit Plans (December 31) | In millions | Pension plans 2022 | Pension plans 2021 | Other post-retirement plans 2022 | Other post-retirement plans 2021 | | :------------------------------------------ | :----------------- | :----------------- | :------------------------------- | :------------------------------- | | Benefit obligation end of year | $90.5 | $116.1 | $9.0 | $11.3 | | Fair value of plan assets end of year | 28.4 | 34.4 | — | — | | Benefit obligations in excess of the fair value of plan assets | $(62.1) | $(81.7) | $(9.0) | $(11.3) | Earnings Per Ordinary Share (Years Ended December 31) | In millions, except per share data | 2022 | 2021 | 2020 | | :------------------------------------------ | :----- | :----- | :----- | | Net income from continuing operations | $483.2 | $556.0 | $357.1 | | Weighted average ordinary shares outstanding (Basic) | 164.8 | 165.8 | 166.5 | | Weighted average ordinary shares outstanding (Diluted) | 165.6 | 167.5 | 167.4 | | Basic earnings per ordinary share (Continuing operations) | $2.93 | $3.36 | $2.14 | | Diluted earnings per ordinary share (Continuing operations) | $2.92 | $3.32 | $2.13 | Financial Information by Reportable Segment (Net Sales and Segment Income) | In millions | 2022 Net sales | 2021 Net sales | 2020 Net sales | 2022 Segment income (loss) | 2021 Segment income (loss) | 2020 Segment income (loss) | | :-------------------------- | :------------- | :------------- | :------------- | :------------------------- | :------------------------- | :------------------------- | | Consumer Solutions | $2,619.5 | $2,341.9 | $1,742.9 | $611.1 | $554.4 | $419.1 | | Industrial & Flow Technologies | 1,500.8 | 1,421.4 | 1,273.6 | 242.3 | 213.3 | 164.6 | | Other | 1.5 | 1.5 | 1.3 | (85.7) | (81.8) | (66.1) | | Consolidated | $4,121.8 | $3,764.8 | $3,017.8 | $767.7 | $685.9 | $517.6 | PART III Directors, Executive Officers and Corporate Governance Director information is incorporated by reference from the 2023 Annual Meeting Proxy Statement, executive officer details are in Part I of this 10-K report, and the company has adopted a Code of Business Conduct and Ethics applicable to all employees and directors - Director information is incorporated by reference from the 2023 Annual Meeting Proxy Statement433 - Executive officer information is included in Part I of this 10-K report434 - The company has adopted a Code of Business Conduct and Ethics, applicable to all employees and directors, available on its website434 Executive Compensation Executive compensation information is incorporated by reference from the 2023 Annual Meeting Proxy Statement - Executive compensation information is incorporated by reference from the 2023 Annual Meeting Proxy Statement436 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security ownership information is incorporated by reference from the 2023 Annual Meeting Proxy Statement; as of December 31, 2022, 3,423,346 securities were authorized for issuance under equity compensation plans, with 5,067,452 remaining for future issuance - Security ownership information is incorporated by reference from the 2023 Annual Meeting Proxy Statement438 Equity Compensation Plan Information (As of December 31, 2022) | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | :------------------------------------------ | :-------------------------------------------------------------------------- | :-------------------------------------------------------------------------- | :------------------------------------------------------------------------------------------------------------------------------------------ | | Equity compensation plans approved by security holders: | | | | | 2020 Share and Incentive Plan | 1,236,329 | $59.02 | 4,869,297 | | 2012 Stock and Incentive Plan | 2,187,017 | $41.16 | 198,155 | | Total | 3,423,346 | $44.86 | 5,067,452 | Certain Relationships and Related Transactions and Director Independence Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2023 Annual Meeting Proxy Statement - Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2023 Annual Meeting Proxy Statement439 Principal Accounting Fees and Services Principal accounting fees and services information is incorporated by reference from the 2023 Annual Meeting Proxy Statement - Principal accounting fees and services information is incorporated by reference from the 2023 Annual Meeting Proxy Statement440 PART IV Exhibits and Financial Statement Schedules This section lists consolidated financial statements (operations, balance sheets, cash flows, equity changes, and notes) submitted as part of the report, excludes financial statement schedules, and provides a detailed list of exhibits including articles of incorporation, credit agreements, indentures, and compensation plans - Lists consolidated financial statements (operations and comprehensive income, balance sheets, cash flows, equity changes, and notes) submitted as part of the report441 - Financial statement schedules are not included442 - Provides a detailed list of exhibits, including articles of incorporation, credit agreements, indentures, and various compensation plans443445446447 Form 10-K Summary This item is not applicable - This item is not applicable449 Signatures This report is signed on behalf of Pentair plc by Robert P. Fishman (EVP, CFO, and Chief Accounting Officer) and John L. Stauch (President, CEO, and Director), with other directors signing via authorized attorney-in-fact Karla C. Robertson - The report is signed on behalf of Pentair plc by Robert P. Fishman (Executive Vice President, Chief Financial Officer, and Chief Accounting Officer) and John L. Stauch (President, Chief Executive Officer, and Director), with other directors signing through authorized attorney-in-fact Karla C. Robertson452453