PENTAIR plc 10-Q for FY2025 Q1
PENTAIR plc (PNR)
10-Q
2025-04-22
For: 2025-03-31
View Original
Added on
April 08, 2026
About this 10-Q
PENTAIR plc filed this 10-Q on April 22, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.01B
- down 0.7% from $1.02B a year earlier
- Net income
- $154.9M
- up 16.2% from net income of $133.3M a year earlier
- Diluted EPS
- $0.93
- up 16.3% from $0.80 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the Quarterly Period Ended March 31, 2025 | |||||
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number: 001-11625
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||
| (Address of principal executive offices) | |||||||||||||||||||||||
Registrant’s telephone number, including area code: 44 -74 -9421-6154
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
On March 31, 2025, 164,526,997 shares of registrant’s common stock were outstanding.
Pentair plc and Subsidiaries
| Page | ||||||||
| PART I FINANCIAL INFORMATION | ||||||||
| ITEM 1. | ||||||||
| ITEM 2. | ||||||||
| ITEM 3. | ||||||||
| ITEM 4. | ||||||||
| PART II OTHER INFORMATION | ||||||||
| ITEM 1. | ||||||||
| ITEM 1A. | ||||||||
| ITEM 2. | ||||||||
| ITEM 5. | ||||||||
| ITEM 6. | ||||||||
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Pentair plc and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)
| Three months ended | |||||||||||||||||
| In millions, except per-share data | March 31, 2025 | March 31, 2024 | |||||||||||||||
| Net sales | $ | $ | |||||||||||||||
| Cost of goods sold | |||||||||||||||||
| Gross profit | |||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||
| Research and development expenses | |||||||||||||||||
| Operating income | |||||||||||||||||
Other expense | |||||||||||||||||
| Net interest expense | |||||||||||||||||
Other expense | |||||||||||||||||
| Income from continuing operations before income taxes | |||||||||||||||||
| Provision for income taxes | |||||||||||||||||
| Net income from continuing operations | |||||||||||||||||
Loss from discontinued operations, net of tax | ( | ||||||||||||||||
| Net income | $ | $ | |||||||||||||||
| Comprehensive income, net of tax | |||||||||||||||||
| Net income | $ | $ | |||||||||||||||
| Changes in cumulative translation adjustment | ( | ||||||||||||||||
| Changes in market value of derivative financial instruments, net of tax | ( | ||||||||||||||||
| Comprehensive income | $ | $ | |||||||||||||||
| Earnings per ordinary share | |||||||||||||||||
| Basic | |||||||||||||||||
| Continuing operations | $ | $ | |||||||||||||||
| Discontinued operations | |||||||||||||||||
| Basic earnings per ordinary share | $ | $ | |||||||||||||||
| Diluted | |||||||||||||||||
| Continuing operations | $ | $ | |||||||||||||||
| Discontinued operations | |||||||||||||||||
| Diluted earnings per ordinary share | $ | $ | |||||||||||||||
| Weighted average ordinary shares outstanding | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
Pentair plc and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
| March 31, 2025 | December 31, 2024 | |||||||
| In millions, except per-share data | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
Accounts receivable, net of allowances of $ | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Other assets | ||||||||
| Goodwill | ||||||||
| Intangibles, net | ||||||||
| Other non-current assets | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Equity | ||||||||
| Current liabilities | ||||||||
| Current maturities of short-term borrowings | $ | $ | ||||||
| Accounts payable | ||||||||
| Employee compensation and benefits | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Other liabilities | ||||||||
| Long-term debt | ||||||||
| Pension and other post-retirement compensation and benefits | ||||||||
| Deferred tax liabilities | ||||||||
| Other non-current liabilities | ||||||||
| Total liabilities | ||||||||
Commitments and contingencies (Note 15) | ||||||||
| Equity | ||||||||
Ordinary shares $ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
4
Pentair plc and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Three months ended | ||||||||
| In millions | March 31, 2025 | March 31, 2024 | ||||||
| Operating activities | ||||||||
| Net income | $ | $ | ||||||
Loss from discontinued operations, net of tax | ||||||||
| Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities | ||||||||
| Equity income of unconsolidated subsidiaries | ( | ( | ||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Deferred income taxes | ||||||||
| Share-based compensation | ||||||||
| Asset impairment and write-offs | ||||||||
| Changes in assets and liabilities, net of effects of business acquisitions | ||||||||
| Accounts receivable | ( | ( | ||||||
| Inventories | ( | ( | ||||||
| Other current assets | ( | ( | ||||||
| Accounts payable | ||||||||
| Employee compensation and benefits | ( | ( | ||||||
| Other current liabilities | ( | |||||||
| Other non-current assets and liabilities | ||||||||
Net cash used for operating activities of continuing operations | ( | ( | ||||||
| Net cash used for operating activities of discontinued operations | ( | |||||||
Net cash used for operating activities | ( | ( | ||||||
| Investing activities | ||||||||
| Capital expenditures | ( | ( | ||||||
| Net cash used for investing activities | ( | ( | ||||||
| Financing activities | ||||||||
Net repayments of short-term borrowings | ( | |||||||
Net borrowings of revolving long-term debt | ||||||||
| Repayments of long-term debt | ( | |||||||
| Shares issued to employees, net of shares withheld | ( | |||||||
| Repurchases of ordinary shares | ( | |||||||
| Dividends paid | ( | ( | ||||||
Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||
| Change in cash and cash equivalents | ( | |||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
5
Pentair plc and Subsidiaries
Condensed Consolidated Statements of Changes in Equity (Unaudited)
| In millions | Ordinary shares | Additional paid-in capital | Retained earnings | Accumulated other comprehensive (loss) income | Total | ||||||||||||||||||||||||||||||
| Number | Amount | ||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Share repurchases | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| 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 | — | — | — | — | |||||||||||||||||||||||||||||||
Balance - March 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| In millions | Ordinary shares | Additional paid-in capital | Retained earnings | Accumulated other comprehensive (loss) income | Total | ||||||||||||||||||
| Number | Amount | ||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | $ | ( | $ | |||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||
Dividends declared, $ | — | — | — | ( | — | ( | |||||||||||||||||
| 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 | — | — | — | — | |||||||||||||||||||
Balance - March 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
6
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
1.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,” 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.
We are responsible for the unaudited condensed consolidated financial statements included in this document. The financial statements include all normal recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results. As these are condensed financial statements, one should also read our consolidated financial statements and notes thereto, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Revenues, expenses, cash flows, assets and liabilities can and do vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be indicative of those for a full year.
Our fiscal year ends on December 31. We report our interim quarterly periods on a calendar quarter basis.
2.Revenue
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 | |||||||||||||||||
| In millions | March 31, 2025 | March 31, 2024 | |||||||||||||||
| U.S. | $ | $ | |||||||||||||||
| Western Europe | |||||||||||||||||
Developing (1) | |||||||||||||||||
Other Developed (2) | |||||||||||||||||
| Consolidated net sales | $ | $ | |||||||||||||||
(1) Developing includes China, Eastern Europe, Latin America, the Middle East and Southeast Asia. | |||||||||||||||||
(2) Other Developed includes Australia, Canada and Japan. | |||||||||||||||||
Vertical market net sales information was as follows:
| Three months ended | |||||||||||||||||
| In millions | March 31, 2025 | March 31, 2024 | |||||||||||||||
| Residential | $ | $ | |||||||||||||||
| Commercial | |||||||||||||||||
| Industrial | |||||||||||||||||
| Consolidated net sales | $ | $ | |||||||||||||||
Performance obligations
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.
7
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 | March 31, 2025 | December 31, 2024 | $ Change | % Change | |||||||||||||
| Contract assets | $ | $ | $ | % | |||||||||||||
| Contract liabilities | % | ||||||||||||||||
Net contract (liabilities) assets | $ | ( | $ | $ | ( | ( | % | ||||||||||
3. Share Plans
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, 2024 | |||||||||||||||
| Restricted stock units | $ | $ | |||||||||||||||
| Stock options | |||||||||||||||||
| Performance share units | |||||||||||||||||
| Total share-based compensation expense | $ | $ | |||||||||||||||
In the first quarter of 2025, we issued our annual share-based compensation grants under the Pentair plc 2020 Share and Incentive Plan to eligible employees. The total number of awards issued was approximately 0.4 million, of which 0.2 million were restricted stock units (“RSUs”), 0.1 million were stock options and 0.1 million were performance share units (“PSUs”). The weighted-average grant date fair value of the RSUs, stock options and PSUs issued was $93.69 , $36.73 and $99.16 , respectively.
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:
2025 Annual Grant | |||||
| Risk-free interest rate | % | ||||
| Expected dividend yield | % | ||||
| Expected share price volatility | % | ||||
| Expected term (years) | |||||
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 share price volatility, we considered a rolling average of historical volatility measured over a period approximately equal to the expected option term. The risk-free interest 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.
8
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
4. Restructuring and Transformation Program
In 2021, we launched and committed resources to a program designed to accelerate growth and drive margin expansion through transformation of our business model to drive operational excellence, reduce complexity and streamline our processes (the “Transformation Program”). 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 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 | |||||||||||||||||
| In millions | March 31, 2025 | March 31, 2024 | |||||||||||||||
| Restructuring Initiatives | |||||||||||||||||
| Severance and related costs | $ | $ | |||||||||||||||
Other restructuring costs and related adjustments (1) | |||||||||||||||||
| Total restructuring costs | |||||||||||||||||
| Transformation Program | |||||||||||||||||
| Severance and related costs | |||||||||||||||||
Asset impairment and write-offs | |||||||||||||||||
Other transformation costs (2) | |||||||||||||||||
| Total transformation costs | |||||||||||||||||
| Total restructuring and transformation costs | $ | $ | |||||||||||||||
(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 and project management related costs. | |||||||||||||||||
Restructuring and transformation costs by reportable segment as well as Corporate and other were as follows:
| Three months ended | |||||||||||||||||
| In millions | March 31, 2025 | March 31, 2024 | |||||||||||||||
| Flow | $ | $ | |||||||||||||||
| Water Solutions | |||||||||||||||||
| Pool | |||||||||||||||||
Corporate and other | |||||||||||||||||
Total restructuring and transformation costs | $ | $ | |||||||||||||||
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, 2025 | ||||
| Beginning balance | $ | ||||
| Costs incurred | |||||
| Cash payments and other | ( | ||||
| Ending balance | $ | ||||
9
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
5. Earnings Per Share
Basic and diluted earnings per share were calculated as follows:
| Three months ended | |||||||||||||||||
| In millions, except per-share data | March 31, 2025 | March 31, 2024 | |||||||||||||||
| Net income | $ | $ | |||||||||||||||
Net income from continuing operations | $ | $ | |||||||||||||||
| Weighted average ordinary shares outstanding | |||||||||||||||||
| Basic | |||||||||||||||||
Dilutive impact of stock options, restricted stock units and performance share units | |||||||||||||||||
| Diluted | |||||||||||||||||
Earnings per ordinary share | |||||||||||||||||
| Basic | |||||||||||||||||
| Continuing operations | $ | $ | |||||||||||||||
| Discontinued operations | |||||||||||||||||
| Basic earnings per ordinary share | $ | $ | |||||||||||||||
| Diluted | |||||||||||||||||
| Continuing operations | $ | $ | |||||||||||||||
| Discontinued operations | |||||||||||||||||
| Diluted earnings per ordinary share | $ | $ | |||||||||||||||
Anti-dilutive stock options excluded from the calculation of diluted earnings per share | |||||||||||||||||
6. Accounts Receivable
All trade receivables are reported on our Condensed Consolidated Balance Sheets at the outstanding principal amount adjusted for any allowance for credit losses and write-offs, net of recoveries. We record an allowance for credit losses, reducing our receivables 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 accounts receivable, periodic credit evaluations of our customers’ financial condition, and historical collection experience as well as reasonable and supportable forecasts of future economic conditions. Write-offs are recorded at the time all collection efforts have been exhausted. We generally do not require collateral. 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 three months ended March 31, 2025:
| In millions | March 31, 2025 | |||||||
| Beginning balance | $ | |||||||
Bad debt expense | ||||||||
Other (1) | ||||||||
| Ending balance | $ | |||||||
(1) Other amounts are primarily the effects of changes in currency translation and the impact of allowance for credits. | ||||||||
10
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
7. Supplemental Balance Sheet Information
| In millions | March 31, 2025 | December 31, 2024 | ||||||
| Inventories | ||||||||
| Raw materials and supplies | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| Total inventories | $ | $ | ||||||
| Other current assets | ||||||||
| Cost in excess of billings | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total other current assets | $ | $ | ||||||
| Property, plant and equipment, net | ||||||||
| Land and land improvements | $ | $ | ||||||
| Buildings and leasehold improvements | ||||||||
| Machinery and equipment | ||||||||
| Capitalized software | ||||||||
| Construction in progress | ||||||||
| Total property, plant and equipment | ||||||||
| Accumulated depreciation and amortization | ||||||||
| Total property, plant and equipment, net | $ | $ | ||||||
| Other non-current assets | ||||||||
| Right-of-use lease assets | $ | $ | ||||||
| Deferred income taxes | ||||||||
| Deferred compensation plan assets | ||||||||
| Other non-current assets | ||||||||
| Total other non-current assets | $ | $ | ||||||
| Other current liabilities | ||||||||
| Dividends payable | $ | $ | ||||||
| Accrued warranty | ||||||||
| Accrued rebates and incentives | ||||||||
| Accrued freight | ||||||||
| Billings in excess of cost | ||||||||
| Current lease liability | ||||||||
| Income taxes payable | ||||||||
| Accrued restructuring | ||||||||
| Interest payable | ||||||||
| Other current liabilities | ||||||||
| Total other current liabilities | $ | $ | ||||||
| Other non-current liabilities | ||||||||
| Long-term lease liability | $ | $ | ||||||
| Income taxes payable | ||||||||
| Self-insurance liabilities | ||||||||
| Deferred compensation plan liabilities | ||||||||
| Foreign currency contract liabilities | ||||||||
| Other non-current liabilities | ||||||||
| Total other non-current liabilities | $ | $ | ||||||
11
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
8. Goodwill and Other Identifiable Intangible Assets
The changes in the carrying amount of goodwill by reportable segment were as follows:
| In millions | December 31, 2024 | Foreign Currency Translation | March 31, 2025 | ||||||||||||||
| Flow | $ | $ | $ | ||||||||||||||
| Water Solutions | |||||||||||||||||
| Pool | |||||||||||||||||
| Total goodwill | $ | $ | $ | ||||||||||||||
Identifiable intangible assets consisted of the following:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| In millions | Cost | Accumulated amortization | Net | Cost | Accumulated amortization | Net | |||||||||||||||||
| Definite-life intangibles | |||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
| Proprietary technology and patents | ( | ( | |||||||||||||||||||||
Total definite-life intangibles | ( | ( | |||||||||||||||||||||
| Indefinite-life intangibles | |||||||||||||||||||||||
| Trade names | — | — | |||||||||||||||||||||
| Total intangibles | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
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:
Q2 - Q4 | ||||||||||||||||||||
| 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | |||||||||||||||
| Estimated amortization expense | $ | $ | $ | $ | $ | $ | ||||||||||||||
12
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
9. Debt
Debt and the average interest rates on debt outstanding were as follows:
| In millions | Average interest rate as of March 31, 2025 | Maturity Year | March 31, 2025 | December 31, 2024 | ||||||||||
| Revolving credit facility (Senior Credit Facility) | 2026 | $ | $ | |||||||||||
| Term Loan Facility | 2023 - 2027 | |||||||||||||
Senior notes - fixed rate (1) | 2025 | |||||||||||||
Senior notes - fixed rate (1) | 2029 | |||||||||||||
Senior notes - fixed rate (1) | 2032 | |||||||||||||
Other | N/A | 2025 | ||||||||||||
| Unamortized debt issuance costs and discounts | N/A | N/A | ( | ( | ||||||||||
| Total debt | ||||||||||||||
Less: Current maturities of short-term borrowings | ||||||||||||||
| Long-term debt | $ | $ | ||||||||||||
(1) Senior notes are guaranteed as to payment by Pentair plc. | ||||||||||||||
Pentair, Pentair Finance S.à r.l (“PFSA”) and Pentair, Inc. are parties to a credit agreement (the “Senior Credit Facility”), with Pentair as guarantor and PFSA and Pentair, Inc. as borrowers, providing for a $900.0 million senior unsecured revolving credit facility. The revolving credit facility has a maturity date of December 16, 2026. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, adjusted euro interbank offered rate, adjusted daily simple secured overnight financing rate or central bank 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.
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.
In addition, Pentair and PFSA are parties to a senior unsecured term loan facility (the “Term Loan Facility”), with PFSA, as borrower, Pentair, as guarantor, providing for an aggregate principal amount of $1.0 billion. 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 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. The 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. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.
Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Senior Credit Facility and the Term Loan Facility. The Senior Credit Facility and the Term Loan Facility contain covenants requiring us not to permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash and cash equivalents 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 (each, a “testing period”) to exceed 3.75 to 1.00 (or, at PFSA’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) (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 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 $20.8 million, of which there were no outstanding borrowings at March 31, 2025. Borrowings under these credit facilities bear interest at variable rates.
13
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
We have $19.3 million of senior notes maturing in the next twelve months. 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:
Q2 - Q4 | |||||||||||||||||||||||||||||
| In millions | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |||||||||||||||||||||
Contractual debt obligation maturities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
10. Derivatives and Financial Instruments
Derivative financial instruments
We are exposed to market risk related to changes in foreign currency exchange rates and interest rates on our variable rate indebtedness. To manage the volatility related to these exposures, 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 exchange rates or variable interest 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 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 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 $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.
Hedging of variable interest rates
We manage our exposure to certain interest rate risks related to our variable-rate debt through the use of interest rate swaps and collars. We enter into these agreements to hedge the variability of interest expense and cash flows attributable to changes in interest rates of our variable-rate debt. As of 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 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.
14
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
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 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 above;
•foreign currency contracts, interest rate swap and collar 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 above;
•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 above; 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; and
•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:
| March 31, 2025 | December 31, 2024 | ||||||||||||||||
| In millions | Recorded Amount | Fair Value | Recorded Amount | Fair Value | |||||||||||||
| Variable rate debt | $ | $ | $ | $ | |||||||||||||
| Fixed rate debt | |||||||||||||||||
| Total debt | $ | $ | $ | $ | |||||||||||||
15
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
Financial assets and liabilities measured at fair value on a recurring and nonrecurring basis were as follows:
| March 31, 2025 | |||||||||||||||||
| In millions | Level 1 | Level 2 | Level 3 | NAV | Total | ||||||||||||
| Recurring fair value measurements | |||||||||||||||||
| Interest rate contract assets | $ | $ | $ | $ | $ | ||||||||||||
| Foreign currency contract liabilities | ( | ( | |||||||||||||||
| Deferred compensation plan assets | |||||||||||||||||
Contingent earn-out liabilities | ( | ( | |||||||||||||||
| Total recurring fair value measurements | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||
| December 31, 2024 | |||||||||||||||||
| In millions | Level 1 | Level 2 | Level 3 | NAV | Total | ||||||||||||
| Recurring fair value measurements | |||||||||||||||||
| Interest rate contract assets | $ | $ | $ | $ | $ | ||||||||||||
| Foreign currency contract assets | |||||||||||||||||
| Foreign currency contract liabilities | ( | ( | |||||||||||||||
| Deferred compensation plan assets | |||||||||||||||||
Contingent earn-out liabilities | ( | ( | |||||||||||||||
| Total recurring fair value measurements | $ | $ | ( | $ | ( | $ | $ | ||||||||||
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.
11. Income Taxes
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. The provision for income taxes consists of provisions for the U.K. and international income taxes. We operate in an international environment with operations in various locations outside the U.K. 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 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 $6.0
16
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
12. Benefit Plans
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, 2024 | |||||||||||||||
| Service cost | $ | $ | |||||||||||||||
| Interest cost | |||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||
| Net periodic benefit expense | $ | $ | |||||||||||||||
13. Shareholders’ Equity
Share repurchases
In December 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million. The authorization expires on December 31, 2025 . 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 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
14. Segment Information
We are comprised of three
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:
| March 31, 2025 | December 31, 2024 | |||||||
| In millions | Identifiable assets (1) | |||||||
Flow | $ | $ | ||||||
Water Solutions | ||||||||
Pool | ||||||||
Reportable segment total | ||||||||
Corporate and other | ||||||||
| Consolidated | $ | $ | ||||||
(1) All cash and cash equivalents are included in “Corporate and other.”
17
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
| Three months ended | Three months ended | ||||||||||||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||||||||||||
| In millions | Capital expenditures | Depreciation | |||||||||||||||||||||||||||||||||
| Flow | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Water Solutions | |||||||||||||||||||||||||||||||||||
| Pool | |||||||||||||||||||||||||||||||||||
Reportable segment total | |||||||||||||||||||||||||||||||||||
Corporate and other | |||||||||||||||||||||||||||||||||||
Consolidated | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Three months ended | ||||||||||||||
| March 31, 2025 | ||||||||||||||
| In millions | Flow | Water Solutions | Pool | Total | ||||||||||
Net sales | $ | $ | $ | $ | ||||||||||
Reconciliation of consolidated net sales | ||||||||||||||
Corporate and other | ||||||||||||||
Total consolidated net sales | $ | |||||||||||||
Cost of goods sold (1)(3) | ( | ( | ( | |||||||||||
Operating expenses (1)(2)(3) | ( | ( | ( | |||||||||||
Reportable segment income | $ | $ | $ | $ | ||||||||||
Corporate and other | ( | |||||||||||||
| Restructuring and other | ( | |||||||||||||
| Transformation costs | ( | |||||||||||||
| Asset impairment and write-offs | ( | |||||||||||||
Intangible amortization | ( | |||||||||||||
Interest expense, net | ( | |||||||||||||
| Other expense | ( | |||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||
(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) 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.
(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.
18
Pentair plc and Subsidiaries
Notes to condensed consolidated financial statements (unaudited)
| Three months ended | ||||||||||||||
| March 31, 2024 | ||||||||||||||
| In millions | Flow | Water Solutions | Pool | Total | ||||||||||
Net sales | $ | $ | $ | $ | ||||||||||
Reconciliation of consolidated net sales | ||||||||||||||
Corporate and other | ||||||||||||||
Total consolidated net sales | $ | |||||||||||||
Cost of goods sold (1)(3) | ( | ( | ( | |||||||||||
Operating expenses (1)(2)(3) | ( | ( | ( | |||||||||||
Reportable segment income | $ | $ | $ | $ | ||||||||||
Corporate and other | ( | |||||||||||||
| Restructuring and other | ( | |||||||||||||
| Transformation costs | ( | |||||||||||||
| Asset impairment and write-offs | ( | |||||||||||||
Legal accrual adjustments and settlements | ||||||||||||||
Intangible amortization | ( | |||||||||||||
Interest expense, net | ( | |||||||||||||
Other expense | ( | |||||||||||||
| Income from continuing operations before income taxes | $ | |||||||||||||
(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.
(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.
15. Commitments and Contingencies
Warranties
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 three months ended March 31, 2025 were as follows:
| In millions | March 31, 2025 | ||||
| Beginning balance | $ | ||||
| Service and product warranty provision | |||||
| Payments | ( | ||||
| Foreign currency translation | |||||
| Ending balance | $ | ||||
Stand-by letters of credit, bank guarantees and bonds
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 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.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking statements
This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” or “future” or words, phrases, or terms of similar substance or the negative thereof are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the overall global economic and business conditions impacting our business, including the strength of housing and related markets and conditions relating to international hostilities; supply, demand, logistics, competition and pricing pressures related to and in the markets we serve; the ability to achieve the benefits of our restructuring plans, cost reduction initiatives and Transformation Program; the impact of raw material, logistics and labor costs and other inflation; volatility in currency exchange rates and interest rates; failure of markets to accept new product introductions and enhancements; the ability to successfully identify, finance, complete and integrate acquisitions; risks associated with operating foreign businesses; the impact of seasonality of sales and weather conditions; our ability to comply with laws and regulations; the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits or impact trade agreements and tariffs; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating and sustainability goals and targets. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024. All forward-looking statements speak only as of the date of this report. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this report.
Overview
The terms “us,” “we,” “our” or “Pentair” refer to Pentair plc and its consolidated subsidiaries. At Pentair, we believe the health of our world depends on reliable access to clean water. We deliver a comprehensive range of smart, sustainable water solutions to homes, businesses and industries around the world. Our industry-leading and proven portfolio of solutions enables our customers to access clean, safe water; reduce water consumption; and recover and reuse water. Whether it’s moving, improving or helping people enjoy water, we help manage life’s most essential resource. We are comprised of three reportable segments: Flow, Water Solutions and Pool. For the first three months of 2025, the Flow, Water Solutions and Pool reportable segments represented approximately 36%, 26% and 38% of total consolidated net sales, respectively. We classify our operations into reportable segments based primarily on types of products offered and markets served:
•Flow — The focus of this segment is to deliver water where it is needed, when it is needed, more efficiently and to transform waste into value. This segment designs, 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, including 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.
•Water Solutions — The focus of this segment is to provide great-tasting, higher-quality water and ice while helping people use water more productively. This segment designs, manufactures and sells commercial and residential water treatment products and systems including pressure tanks, control valves, activated carbon products, commercial ice machines, conventional filtration products, and point-of-entry and point-of-use water treatment systems. These water treatment products and systems are used in residential whole home water filtration, drinking water filtration and water softening solutions in addition to commercial total water management and filtration in foodservice operations. In addition, our water solutions business also provides installation and preventative services for water management solutions for commercial operators.
20
•Pool — The focus of this segment is to provide innovative, energy-efficient pool solutions to help people more sustainably enjoy water. This segment designs, manufactures and sells a complete line of energy-efficient residential and commercial pool equipment and accessories including pumps, filters, heaters, lights, automatic controls, automatic cleaners, maintenance equipment and pool accessories. Applications for our pool products include residential and commercial pool maintenance, pool repair, renovation, service, construction and aquaculture solutions.
On December 2, 2024, as part of our Pool reportable segment, we completed the acquisition of G & F Manufacturing, LLC (“G & F Manufacturing”) for $116.0 million in cash, net of cash acquired and subject to customary adjustments. The net purchase price is comprised of an upfront cash payment of $108.0 million, subject to customary adjustments, and the estimated fair value at the acquisition date of a contingent earn-out liability based upon the achievement of certain defined operating results in the two years following the acquisition. G & F Manufacturing manufactures and services pool heat pumps.
Key trends and uncertainties regarding our existing business
The following trends and uncertainties affected our financial performance in the first three months of 2025 and are reasonably likely to impact our results in the future:
•We have a Transformation Program designed to accelerate growth and drive margin expansion by driving operational excellence, reducing complexity and streamlining our processes. During 2024 and the first three months of 2025, we made strategic progress on our Transformation Program initiatives with a focus on our four key themes of pricing excellence, strategic sourcing, operations excellence and organizational effectiveness. We expect to continue to execute on our key Transformation Program initiatives to drive margin expansion and to continue to incur transformation costs throughout the remainder of 2025 and beyond.
•During 2024 and the first three months of 2025, we implemented 80/20 guiding principles to enable our Transformation Program. This 80/20 analysis is expected to create value by focusing on key customers and products through quadrant-based strategies. We expect the analysis to result in actions to improve operating performance by driving growth with our highest value customers, reducing lower margin sales and removing complexity in the future.
•During 2024 and the first three months of 2025, we executed certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. We expect these actions to continue throughout the remainder of 2025 and to drive margin growth.
•During 2024 and the first three months of 2025, we experienced inflationary cost increases for certain raw materials as well as logistics and transportation costs. The ongoing volatile market for commodities has the potential to continue to drive price increases in our supply chain. In addition, the current U.S. administration has recently implemented tariffs and has announced the possibility of implementing additional, or increasing current, tariffs. We expect these actions and reactionary tariff adjustments by other countries to impact our business and contribute to inflationary cost increases. As a result, we have taken actions to mitigate the impact of tariffs such as pricing increases, inventory pre-buys and capping orders to manage supply chain, inventory and production, which may continue going forward. In addition, our Transformation Program initiatives are intended to improve productivity and offset cost increases. We anticipate supply chain pressures as well as inflationary cost increases due to these tariffs and any resulting impact on macroeconomic conditions and our business to continue throughout the remainder of 2025.
•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. Pillar Two has negatively impacted our effective tax rate in 2025 and is likely to continue to impact our effective tax rate in the future. We continue to evaluate the enacted legislative changes and new guidance as it becomes available.
•We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S. We expect to continue investing in our businesses to drive these opportunities through research and development and additional sales and marketing resources. Unless we successfully penetrate these markets, our core sales growth will likely be limited or may decline.
21
In 2025, our operating objectives focus on delivering our core and building our future. We expect to execute these objectives by:
•Delivering profitable revenue growth and productivity for customers and shareholders;
•Continuing to focus on capital allocation through:
◦Committing to maintain our investment grade rating;
◦Focusing on reducing our long-term debt;
◦Returning cash to shareholders through dividends and share repurchases; and
◦Accelerating our performance with strategically aligned mergers and acquisitions;
•Focusing growth initiatives that accelerate our investments in digital, innovation, technology and sustainability;
•Continuing to implement our Transformation Program initiatives that will drive operational excellence, reduce complexity and improve our organizational structure, which includes the focus on 80/20 actions to drive profitable growth; and
•Building a high performance growth culture and delivering on our commitments while living our Win Right values.
CONSOLIDATED RESULTS OF OPERATIONS
The consolidated results of operations for the three months ended March 31, 2025 and 2024 were as follows:
| Three months ended | ||||||||||||||
| In millions | March 31, 2025 | March 31, 2024 | $ Change | % / Point Change | ||||||||||
| Net sales | $ | 1,010.4 | $ | 1,017.2 | $ | (6.8) | (0.7) | % | ||||||
| Cost of goods sold | 607.1 | 627.1 | (20.0) | (3.2) | % | |||||||||
| Gross profit | 403.3 | 390.1 | 13.2 | 3.4 | % | |||||||||
% of net sales | 39.9 | % | 38.4 | % | 1.5 | pts | ||||||||
Selling, general and administrative expenses | 176.6 | 185.2 | (8.6) | (4.6) | % | |||||||||
% of net sales | 17.5 | % | 18.2 | % | (0.7) | pts | ||||||||
Research and development expenses | 23.6 | 24.1 | (0.5) | (2.1) | % | |||||||||
| % of net sales | 2.3 | % | 2.4 | % | (0.1) | pts | ||||||||
| Operating income | 203.1 | 180.8 | 22.3 | 12.3 | % | |||||||||
| % of net sales | 20.1 | % | 17.8 | % | 2.3 | pts | ||||||||
Other expense | 0.5 | 0.1 | 0.4 | N.M. | ||||||||||
| Net interest expense | 19.7 | 27.3 | (7.6) | (27.8) | % | |||||||||
| Income from continuing operations before income taxes | 182.9 | 153.4 | 29.5 | 19.2 | % | |||||||||
Provision for income taxes | 28.0 | 19.9 | 8.1 | 40.7 | % | |||||||||
| Effective tax rate | 15.3 | % | 13.0 | % | 2.3 | pts | ||||||||
N.M. = Not Meaningful
22
Net sales
The components of the consolidated net sales change from the prior period were as follows:
| Three months ended March 31, 2025 | ||||||||
| over the prior year period | ||||||||
| Volume | (2.8) | % | ||||||
| Price | 2.0 | |||||||
| Core growth | (0.8) | |||||||
| Acquisition/Divestitures | 0.8 | |||||||
| Currency | (0.7) | |||||||
| Total | (0.7) | % | ||||||
The 0.7 percent decrease in net sales in the first quarter of 2025 from 2024 was primarily driven by:
•decreased sales volume in our residential flow and industrial solutions businesses within our Flow segment compared to the same period of the prior year;
•decreased sales volume within our Water Solutions segment compared to the same period of the prior year;
•unfavorable foreign currency effects compared to the first quarter of the prior year; and
•a business exit in our residential business in our Water Solutions segment that occurred in the fourth quarter of 2024.
This decrease was partially offset by:
•increased selling prices across all of our segments to mitigate inflationary cost increases;
•increased sales due to the acquisition of G & F Manufacturing completed in the fourth quarter of 2024;
•increased sales volume in our commercial flow business within our Flow segment compared to the same period of the prior year; and
•increased sales volume within our Pool segment due to higher demand compared to the same period of the prior year.
Gross profit
The 1.5 percentage point increase in gross profit as a percentage of net sales in the first quarter of 2025 from 2024 was primarily driven by:
•increased selling prices across all our segments to mitigate inflationary cost increases; and
•increased productivity mainly driven by transformation initiatives across all segments.
This increase was partially offset by:
•inflationary cost increases related to labor costs and certain raw materials; and
•asset impairment and write-offs of $5.2 million recorded in the first quarter of 2025, compared to $0.8 million in the first quarter of 2024.
Selling, general and administrative expenses (“SG&A”)
The 0.7 percentage point decrease in SG&A as a percentage of net sales in the first quarter of 2025 from 2024 was primarily driven by:
•transformation costs of $9.1 million in the first quarter of 2025, compared to $17.0 million in the first quarter of 2024; and
•decreased employee compensation expense compared to the same period of the prior year.
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This decrease was partially offset by:
•restructuring and other costs of $9.7 million in the first quarter of 2025, compared to $4.6 million in the first quarter of 2024; and
•increased share-based stock compensation expense driven by the accelerated vesting of retirement eligible employee awards granted in the first quarter of 2025.
Net interest expense
The 27.8 percent decrease in net interest expense in the first quarter of 2025 from 2024 was primarily driven by:
•lower debt levels compared to the same period of the prior year.
Provision for income taxes
The 2.3 percentage point increase in the effective tax rate in the first quarter of 2025 from 2024 was primarily driven by:
•the unfavorable mix of global earnings; and
•decrease in the amount of favorable discrete items in 2025 compared to 2024.
SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of our three reportable segments (Flow, Water Solutions and Pool). Each of these segments comprises various product offerings that serve multiple end users.
We evaluate performance based on net sales and reportable segment income (“segment income”) and use certain ratios, particularly return on sales, to measure performance of our reportable segments. 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.
Flow
The net sales and segment income for Flow were as follows:
| Three months ended | |||||||||||||||||||||||||||||
| In millions | March 31, 2025 | March 31, 2024 | % / Point Change | ||||||||||||||||||||||||||
| Net sales | $ | 367.9 | $ | 384.3 | (4.3)% | ||||||||||||||||||||||||
Segment income | 83.6 | 77.3 | 8.2% | ||||||||||||||||||||||||||
| % of net sales | 22.7 | % | 20.1 | % | 2.6 | pts | |||||||||||||||||||||||
Net sales
The components of the change in Flow net sales from the prior period were as follows:
| Three months ended March 31, 2025 | ||||||||
| over the prior year period | ||||||||
| Volume | (4.8) | % | ||||||
| Price | 1.9 | |||||||
| Core growth | (2.9) | |||||||
| Currency | (1.4) | |||||||
| Total | (4.3) | % | ||||||
The 4.3 percent decrease in net sales for Flow in the first quarter of 2025 from 2024 was primarily driven by:
•decreased sales volume in our residential flow and industrial solutions businesses compared to the same period of the prior year; and
•unfavorable foreign currency effects compared to the first quarter of the prior year.
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This decrease was partially offset by:
•increased sales volume in our commercial flow business compared to the same period of the prior year; and
•increased selling prices to mitigate inflationary cost increases.
Segment income
The components of the change in Flow segment income as a percentage of net sales from the prior period were as follows:
| Three months ended March 31, 2025 | ||||||||
| over the prior year period | ||||||||
Volume/Price | 2.6 | pts | ||||||
| Currency | 0.1 | |||||||
| Inflation | (2.1) | |||||||
| Productivity | 2.0 | |||||||
| Total | 2.6 | pts | ||||||
The 2.6 percentage point increase in segment income for Flow as a percentage of net sales in the first quarter of 2025 from 2024 was primarily driven by:
•increased selling prices to mitigate impacts of inflation and favorable mix; and
•increased productivity mainly driven by transformation initiatives.
This increase was partially offset by:
•inflationary cost increases related to certain raw materials.
Water Solutions
The net sales and segment income for Water Solutions were as follows:
| Three months ended | |||||||||||||||||||||||||||||
| In millions | March 31, 2025 | March 31, 2024 | % / Point Change | ||||||||||||||||||||||||||
| Net sales | $ | 258.2 | $ | 273.1 | (5.5)% | ||||||||||||||||||||||||
| Segment income | 60.7 | 55.6 | 9.2% | ||||||||||||||||||||||||||
| % of net sales | 23.5 | % | 20.4 | % | 3.1 | pts | |||||||||||||||||||||||
Net sales
The components of the change in Water Solutions net sales from the prior period were as follows:
| Three months ended March 31, 2025 | ||||||||
| over the prior year period | ||||||||
| Volume | (5.4) | % | ||||||
| Price | 1.1 | |||||||
| Core growth | (4.3) | |||||||
Acquisition/Divestiture | (0.6) | |||||||
| Currency | (0.6) | |||||||
| Total | (5.5) | % | ||||||
The 5.5 percent decrease in net sales for Water Solutions in the first quarter of 2025 from 2024 was primarily driven by:
•decreased sales volume compared to the same period of the prior year;
•a business exit in our residential business that occurred in the fourth quarter of 2024; and
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•unfavorable foreign currency effects compared to the same period of the prior year.
This decrease was partially offset by:
•increased selling prices to mitigate inflationary cost increases.
Segment income
The components of the change in Water Solutions segment income as a percentage of net sales from the prior period were as follows:
| Three months ended March 31, 2025 | ||||||||
| over the prior year period | ||||||||
Volume/Price/Acquisition/Divestiture | 0.6 | pts | ||||||
| Currency | 0.9 | |||||||
| Inflation | (2.5) | |||||||
| Productivity | 4.1 | |||||||
| Total | 3.1 | pts | ||||||
The 3.1 percentage point increase in segment income for Water Solutions as a percentage of net sales in the first quarter of 2025 from 2024 was primarily driven by:
•increased productivity mainly driven by transformation initiatives;
•favorable foreign currency effects compared to the first quarter of the prior year; and
•increased selling prices to mitigate impacts of inflation.
This increase was partially offset by:
•inflationary cost increases related to certain raw materials.
Pool
The net sales and segment income for Pool were as follows:
| Three months ended | |||||||||||||||||||||||||||||
| In millions | March 31, 2025 | March 31, 2024 | % / Point Change | ||||||||||||||||||||||||||
| Net sales | $ | 383.9 | $ | 359.5 | 6.8% | ||||||||||||||||||||||||
| Segment income | 126.0 | 110.8 | 13.7% | ||||||||||||||||||||||||||
| % of net sales | 32.8 | % | 30.8 | % | 2.0 | pts | |||||||||||||||||||||||
Net sales
The components of the change in Pool net sales from the prior period were as follows:
| Three months ended March 31, 2025 | ||||||||
| over the prior year period | ||||||||
| Volume | 1.5 | % | ||||||
| Price | 2.7 | |||||||
| Core growth | 4.2 | |||||||
| Acquisition/Divestiture | 2.7 | |||||||
| Currency | (0.1) | |||||||
| Total | 6.8 | % | ||||||
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The 6.8 percent increase in net sales for Pool in the first quarter of 2025 from 2024 was primarily driven by:
•increased sales due to the acquisition of G & F Manufacturing completed in the fourth quarter of 2024;
•increased selling prices to mitigate inflationary cost increases; and
•increased sales volume due to higher demand compared to the same period of the prior year.
Segment income
The components of the change in Pool segment income as a percentage of net sales from the prior period were as follows:
| Three months ended March 31, 2025 | ||||||||
| over the prior year period | ||||||||
Volume/Price/Acquisition/Divestiture | 2.0 | pts | ||||||
| Currency | 0.1 | |||||||
| Inflation | (1.7) | |||||||
| Productivity | 1.6 | |||||||
| Total | 2.0 | pts | ||||||
The 2.0 percentage point increase in segment income for Pool as a percentage of net sales in the first quarter of 2025 from 2024 was primarily driven by:
•increased sales as a result of the acquisition of G & F Manufacturing;
•increased selling prices to mitigate impacts of inflation; and
•increased productivity driven by transformation initiatives.
This increase was partially offset by:
•inflationary cost increases related to certain raw materials.
LIQUIDITY AND CAPITAL RESOURCES
We generally fund cash requirements for working capital, capital expenditures, equity investments, acquisitions, debt repayments, dividend payments and share repurchases from cash generated from operations, availability under existing committed revolving credit facilities and in certain instances, public and private debt and equity offerings. Our primary revolving credit facility has generally been adequate for these purposes, although we have negotiated additional credit facilities or completed debt and equity offerings as needed to allow us to complete acquisitions.
We experience seasonal cash flows primarily due to seasonal demand in a number of markets. Consistent with historical trends, we experienced seasonal cash usage in the first quarter of 2025 and drew on our revolving credit facility to fund our operations. This cash usage typically reverses in the second quarter as the seasonality of our businesses peak. We expect historical seasonal patterns to continue and the second quarter of 2025 to generate significant cash to fund our operations.
End-user demand for pool equipment in the Pool segment, water solution products in the Water Solutions segment, and residential water supply and agricultural products within the Flow segment follows warm weather trends, with seasonal highs ranging from April to September. The magnitude of the sales spike has historically been partially mitigated by employing some advance sale “early buy” programs (generally including extended payment terms and/or additional discounts). Demand for residential and agricultural water systems is also impacted by weather patterns, particularly by temperature, heavy flooding and droughts.
We expect to continue to have sufficient cash and borrowing capacity to support working capital needs and capital expenditures, to pay interest and service debt and to pay dividends to shareholders quarterly. We believe our existing liquidity position, coupled with our currently anticipated operating cash flows, will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months.
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Summary of cash flows
| Three months ended | ||||||||
| In millions | March 31, 2025 | March 31, 2024 | ||||||
Net cash (used for) provided by: | ||||||||
| Operating activities of continuing operations | $ | (38.9) | $ | (107.4) | ||||
| Investing activities | (16.8) | (19.3) | ||||||
| Financing activities | 87.1 | 63.2 | ||||||
Operating activities
Net cash used for operating activities of continuing operations in the first three months of 2025 primarily reflects a cash outflow of $255.5 million as a result of changes in net working capital, primarily due to an increase in accounts receivable largely related to certain advance sale programs in anticipation of our distributors’ peak sales season in the second and third quarters. The outflow related to net working capital was partially offset by net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization, share-based compensation and asset impairment, of $201.7 million.
Net cash used for operating activities of continuing operations in the first three months of 2024 primarily reflects a cash outflow of $287.9 million as a result of changes in net working capital, primarily due to an increase in accounts receivable largely related to certain advance sale programs in anticipation of our distributors’ peak sales season in the second and third quarters. The outflow related to net working capital was partially offset by net income from continuing operations, net of non-cash depreciation, definite-lived intangible amortization and asset impairment, of $162.7 million.
Investing activities
Net cash used for investing activities in the first three months of 2025 reflects capital expenditures of $16.8 million.
Net cash used for investing activities in the first three months of 2024 reflects capital expenditures of $19.3 million.
Financing activities
Net cash provided by financing activities in the first three months of 2025 primarily relates to net borrowings of revolving long-term debt of $196.2 million, partially offset by share repurchases of $50.0 million and dividend payments of $41.2 million.
Net cash provided by financing activities in the first three months of 2024 primarily relates to net borrowings of revolving long-term debt of $101.4 million, partially offset by dividend payments of $38.0 million.
Free cash flow
In addition to measuring our cash flow generation or usage based upon operating, investing and financing classifications included in the Condensed Consolidated Statements of Cash Flows, we also measure our free cash flow. We have a long-term goal to consistently generate free cash flow that is equal to 100 percent conversion of net income. Free cash flow is a non-U.S. GAAP financial measure that we use to assess our cash flow performance. We believe free cash flow is an important measure of liquidity because it provides us and our 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 compensation-based incentives. Our 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:
| Three months ended | |||||||||||||||||
| In millions | March 31, 2025 | March 31, 2024 | |||||||||||||||
Net cash used for operating activities of continuing operations | $ | (38.9) | $ | (107.4) | |||||||||||||
| Capital expenditures of continuing operations | (16.8) | (19.3) | |||||||||||||||
| Free cash flow from continuing operations | (55.7) | (126.7) | |||||||||||||||
| Net cash used for operating activities of discontinued operations | — | (0.2) | |||||||||||||||
| Free cash flow | $ | (55.7) | $ | (126.9) | |||||||||||||
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Debt and capital
Pentair, Pentair Finance S.à r.l (“PFSA”) and Pentair, Inc. are parties to a credit agreement (the “Senior Credit Facility”), with Pentair as guarantor and PFSA and Pentair, Inc. as borrowers, providing for a $900.0 million senior unsecured revolving credit facility. The revolving credit facility has a maturity date of December 16, 2026. Borrowings under the Senior Credit Facility bear interest at a rate equal to an alternate base rate, adjusted term secured overnight financing rate, adjusted euro interbank offered rate, adjusted daily simple secured overnight financing rate or central bank 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.
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.
In addition, Pentair and PFSA are parties to a senior unsecured term loan facility (the “Term Loan Facility”), with PFSA, as borrower, Pentair, as guarantor, providing for an aggregate principal amount of $1.0 billion. 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 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. The 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. The applicable margin is based on, at PFSA’s election, Pentair’s leverage level or PFSA’s public credit rating.
Our debt agreements contain various financial covenants, but the most restrictive covenants are contained in the Senior Credit Facility and the Term Loan Facility. The Senior Credit Facility and the Term Loan Facility contain covenants requiring us not to permit (i) the ratio of our consolidated debt (net of our consolidated unrestricted cash and cash equivalents 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 (each, a “testing period”) to exceed 3.75 to 1.00 (or, at PFSA’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) (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 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 $20.8 million, of which there were no outstanding borrowings at March 31, 2025. Borrowings under these credit facilities bear interest at variable rates.
We have $19.3 million of senior notes maturing in the next twelve months. 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.
As of March 31, 2025, we had $103.8 million of cash held in certain countries in which the ability to repatriate is limited due to local regulations or significant potential tax consequences.
Share repurchases
In December 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million. This authorization expires on December 31, 2025. 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 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.
29
We paid dividends in the first three months of 2025 of $41.2 million, or $0.25 per ordinary share compared with $38.0 million, or $0.23 per ordinary share, in the prior year period.
Under Irish law, the payment of future cash dividends and repurchases of shares may be paid only out of Pentair plc’s “distributable reserves” on its statutory balance sheet. Pentair plc is not permitted to pay dividends out of share capital, which includes share premiums. Distributable reserves may be created through the earnings of the Irish parent company and through a reduction in share capital approved by the Irish High Court. Distributable reserves are not linked to a U.S. generally accepted accounting principles (“GAAP”) reported amount (e.g., retained earnings). Our distributable reserve balance was $6.8 billion as of December 31, 2024.
Supplemental guarantor information
Pentair plc (the “Parent Company Guarantor”), fully and unconditionally, guarantees the senior notes of PFSA (the “Subsidiary Issuer”). The Subsidiary Issuer is a Luxembourg private limited liability company and 100 percent-owned subsidiary of the Parent Company Guarantor.
The Parent Company Guarantor is a holding company established to own directly and indirectly substantially all of its operating and other subsidiaries. The Subsidiary Issuer is a holding company formed to own directly and indirectly substantially all of its operating and other subsidiaries and to issue debt securities, including the senior notes. The Parent Company Guarantor’s principal source of cash flow, including cash flow to make payments on the senior notes pursuant to the guarantees, is dividends from its subsidiaries. The Subsidiary Issuer’s principal source of cash flow is interest income from its subsidiaries. None of the subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer is under any direct obligation to pay or otherwise fund amounts due on the senior notes or the guarantees, whether in the form of dividends, distributions, loans or other payments. In addition, there may be statutory and regulatory limitations on the payment of dividends from certain subsidiaries of the Parent Company Guarantor or the Subsidiary Issuer. If such subsidiaries are unable to transfer funds to the Parent Company Guarantor or the Subsidiary Issuer and sufficient cash or liquidity is not otherwise available, the Parent Company Guarantor or the Subsidiary Issuer may not be able to make principal and interest payments on their outstanding debt, including the senior notes or the guarantees.
The following table presents summarized financial information as of March 31, 2025 and December 31, 2024 for the Parent Company Guarantor and Subsidiary Issuer on a combined basis after elimination of (i) intercompany transactions and balances among the Parent Company Guarantor and the Subsidiary Issuer and (ii) equity in earnings from and investments in any subsidiary that is a non-guarantor or issuer.
| In millions | March 31, 2025 | December 31, 2024 | ||||||
Current assets (1) | $ | 2.2 | $ | 1.3 | ||||
Noncurrent assets (2) | 2,537.3 | 2,551.7 | ||||||
Current liabilities (3) | 1,812.3 | 1,893.1 | ||||||
Noncurrent liabilities (4) | 2,022.9 | 1,828.6 | ||||||
(1) No assets due from non-guarantor subsidiaries were included as of March 31, 2025 and December 31, 2024, respectively. | ||||||||
(2) Includes assets due from non-guarantor subsidiaries of $2,536.9 million and $2,547.3 million as of March 31, 2025 and December 31, 2024, respectively. | ||||||||
(3) Includes liabilities due to non-guarantor subsidiaries of $1,750.8 million and $1,843.0 million as of March 31, 2025 and December 31, 2024, respectively. | ||||||||
(4) Includes liabilities due to non-guarantor subsidiaries of $157.3 million and $151.5 million as of March 31, 2025 and December 31, 2024, respectively. | ||||||||
The Parent Company Guarantor and Subsidiary Issuer do not have material results of operations on a combined basis.
30
CRITICAL ACCOUNTING POLICIES
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. In our Annual Report on Form 10-K for the year ended December 31, 2024, we identified the critical accounting policies that affect our more significant estimates and assumptions used in preparing our consolidated financial statements. There have been no material changes to our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk during the quarter ended March 31, 2025. For additional information refer to Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures designed to provide reasonable assurance as to the reliability of our published financial statements and other disclosures included in this report. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter ended March 31, 2025 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of the end of the quarter ended March 31, 2025 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.
(b) Changes in Internal Control over Financial Reporting
During 2024, we began a multi-year implementation of our new global enterprise resource planning (“ERP”) system. Ultimately, this ERP system will modernize several of our existing operating and transactional financial systems. We believe this implementation will enhance our internal control over financial reporting due to improved operational functionality and further integration of related processes. During the first quarter of 2025, we made progress on our ERP implementation such that a majority of our sales transactions within our Pool reportable segment are now processed through the new ERP system. This progress resulted in material changes to our internal control over financial reporting. We have automated, modified or implemented certain internal controls as appropriate and will continue to monitor our internal control over financial reporting for effectiveness throughout the remainder of this implementation.
There were no other changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. 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, customers, authorities 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.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors previously disclosed in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2024.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information with respect to purchases we made of our ordinary shares during the first quarter of 2025:
| (a) | (b) | (c) | (d) | ||||||||||||||
| 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 | |||||||||||||
January 1 - February 1 | 26,647 | $ | 100.60 | — | $ | 450,002,346 | |||||||||||
February 2 - March 1 | 30,539 | 92.63 | — | 450,002,346 | |||||||||||||
March 2 - March 31 | 609,005 | 88.49 | 566,591 | 400,002,380 | |||||||||||||
| Total | 666,191 | 566,591 | |||||||||||||||
(a)The purchases in this column include 26,647 shares for the period January 1 - February 1, 30,539 shares for the period February 2 - March 1 and 42,414 shares for the period March 2 - March 31 deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and vesting of restricted and performance shares.
(b)The average price paid in this column includes shares deemed surrendered to us by participants in our equity incentive plans to satisfy the exercise price for the exercise price of stock options and withholding tax obligations due upon stock option exercises and vesting of restricted and performance shares.
(c)The number of shares in this column represents the number of shares repurchased as part of our publicly announced plans to repurchase our ordinary shares up to the maximum dollar limit authorized by the Board of Directors, discussed below.
(d)In December 2020, the Board of Directors authorized the repurchase of our ordinary shares up to a maximum dollar limit of $750.0 million. This authorization expires on December 31, 2025. As of March 31, 2025, we had $400.0 million remaining availability for repurchases under this authorization. From time to time, we may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization.
ITEM 5. OTHER INFORMATION
(c)During the first quarter of 2025, none of our directors or Section 16 officers adopted or terminated
(a) | (b) | ||||||||||||||||
Name and Title | Action Taken | Date | Type of Trading Arrangement | Duration of Trading Arrangement | Aggregate Number of Shares to be Sold | ||||||||||||
Rule 10b5-1 trading arrangement | Up to | ||||||||||||||||
(a) Each trading arrangement marked as a Rule 10b5-1 trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c).
(b) Each trading arrangement permits transactions through and including the earlier to occur of the completion of all sales under the trading arrangement or the date listed in the table.
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ITEM 6. EXHIBITS
The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.
Exhibit Index to Form 10-Q for the Period Ended March 31, 2025
| List of Guarantors and Subsidiary Issuers of Guaranteed Securities. (Incorporated by reference to Exhibit 22 to the Quarterly Report on Form 10-Q of Pentair plc for the quarter ended September 30, 2022 (File No. 001-11625)). | ||||||||
| Certification of Chief Executive Officer. | ||||||||
| Certification of Chief Financial Officer. | ||||||||
| Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
| 101 | The following materials from Pentair plc’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2025 and 2024, (ii) the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, (iii) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024, (iv) the Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2025 and 2024, (v) Notes to Condensed Consolidated Financial Statements, and (vi) the information included in Part II, Item 5(c). The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 22, 2025.
| Pentair plc | ||||||||
| Registrant | ||||||||
| By | /s/ Robert P. Fishman | |||||||
| Robert P. Fishman | ||||||||
| Executive Vice President, Chief Financial Officer and Chief Accounting Officer | ||||||||
34
Exhibit 31.1
Certification
I, John L. Stauch, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pentair plc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: | April 22, 2025 | /s/ John L. Stauch | ||||||
| John L. Stauch | ||||||||
President and Chief Executive Officer | ||||||||
Exhibit 31.2
Certification
I, Robert P. Fishman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Pentair plc;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: | April 22, 2025 | /s/ Robert P. Fishman | ||||||
| Robert P. Fishman | ||||||||
Executive Vice President, Chief Financial Officer and Chief Accounting Officer | ||||||||
Exhibit 32.1
Certification of CEO Pursuant To
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 Of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Pentair plc (the “Company”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John L. Stauch, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: | April 22, 2025 | /s/ John L. Stauch | ||||||
| John L. Stauch | ||||||||
| President and Chief Executive Officer | ||||||||
Exhibit 32.2
Certification of CFO Pursuant To
18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 Of The Sarbanes-Oxley Act Of 2002
In connection with the Quarterly Report of Pentair plc (the “Company”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert P. Fishman, Executive Vice President, Chief Financial Officer and Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: | April 22, 2025 | /s/ Robert P. Fishman | ||||||
| Robert P. Fishman | ||||||||
Executive Vice President, Chief Financial Officer and Chief Accounting Officer | ||||||||