ITEM 2.02 Results of Operations and Financial Condition

On January 31, 2023, Pentair plc (the "Company") issued a press release announcing its earnings for the fourth quarter and full year of 2022 and a conference call in connection therewith. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This press release refers to certain non-generally accepted accounting principles ("GAAP") financial measures (core sales, segment income, return on sales, adjusted net income from continuing operations, adjusted diluted earnings per share from continuing operations and free cash flow) and a reconciliation of those non-GAAP financial measures to the corresponding financial measures contained in the Company's financial statements prepared in accordance with GAAP.

The 2022 segment income, return on sales, adjusted net income from continuing operations and adjusted diluted earnings per share from continuing operations ("EPS") include equity income of unconsolidated subsidiaries and eliminate intangible amortization, costs of certain restructuring, transformation and other activities, inventory step-up adjustments, deal-related costs and expenses, certain legal accrual adjustments and settlements, asset impairment and write-offs, impact associated with the business exit in Russia, gain on sale of businesses, pension and other post-retirement mark-to-market gain, amortization of bridge financing fees and certain tax items. The 2021 segment income, return on sales, adjusted net income from continuing operations and adjusted diluted EPS include equity income (loss) of unconsolidated subsidiaries and eliminate intangible amortization, costs of certain restructuring, transformation and other activities, novel coronavirus 2019 ("COVID-19") related costs and expenses, inventory step-up adjustments, deal-related costs and expenses, gain on sale of businesses, pension and other post-retirement mark-to-market gain, other income and certain tax items.

We use the term "core sales" to refer to GAAP net sales from continuing operations excluding (1) the impact of currency translation and (2) the impact of revenue from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to divested product lines not considered discontinued operations ("acquisition sales"). The portion of GAAP net sales attributable to currency translation is calculated as the difference between (a) the period-to-period change in net sales (excluding acquisition sales) and (b) the period-to-period change in net sales (excluding acquisition sales) after applying current period foreign exchange rates to the prior year period. We use the term "core sales growth" to refer to the measure of comparing current period core net sales with the corresponding period of the prior year.

Management utilizes these adjusted financial measures to assess the run-rate of its continuing operations against those of prior periods without the distortion of these factors. The Company believes that these non-GAAP financial measures will be useful to investors as well to assess the continuing strength of the Company's underlying operations. In addition, adjusted EPS is used as a criterion to measure and pay long-term incentive compensation and segment income is used as a criterion to measure and pay annual incentive compensation. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

The Company uses free cash flow to assess its cash flow performance. The Company believes free cash flow is an important measure of liquidity because it provides the Company 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 a criterion to measure and pay annual incentive compensation. The Company's measure of free cash flow may not be comparable to similarly titled measures reported by other companies.

ITEM 9.01 Financial Statements and Exhibits

(a)Financial Statements of Businesses Acquired

Not applicable.

(b)Pro Forma Financial Information



Not applicable.

(c)Shell Company Transactions

Not applicable.

(d)Exhibits

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