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0000077360false00000773602024-04-232024-04-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
  
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 23, 2024
Pentair_Logo_Color_RGB.jpg
Pentair plc
(Exact name of registrant as specified in its charter) 
 
Ireland 001-11625 98-1141328
(State or other jurisdiction of
incorporation or organization)
(Commission
File No.)
(I.R.S. Employer
Identification No.)

Regal House, 70 London Road, Twickenham, London, TW13QS United Kingdom
         (Address of principal executive offices)        (Zip Code)
Registrant’s telephone number, including area code: 44-74-9421-6154
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Ordinary Shares, nominal value $0.01 per share PNR New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2). ☐ 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. ¨



ITEM 2.02 Results of Operations and Financial Condition
On April 23, 2024, Pentair plc (the “Company”) issued a press release announcing its earnings for the first quarter of 2024 and a conference call in connection therewith. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This press release refers to certain non-generally accepted accounting principles (“GAAP”) financial measures (core sales, segment income, return on sales, adjusted net income from continuing operations, adjusted diluted earnings per share from continuing operations and free cash flow) and a reconciliation of those non-GAAP financial measures to the corresponding financial measures contained in the Company’s financial statements prepared in accordance with GAAP.
The 2024 segment income, adjusted return on sales, adjusted net income from continuing operations and adjusted diluted earnings per share from continuing operations (“EPS”) include equity income of unconsolidated subsidiaries and eliminate intangible amortization, costs of certain restructuring, transformation and other activities, certain legal accrual adjustments and settlements, asset impairment and write-offs, other income and certain tax items. The 2023 segment income, adjusted return on sales, adjusted net income from continuing operations and adjusted diluted EPS include equity income of unconsolidated subsidiaries and eliminate intangible amortization, costs of certain restructuring, transformation and other activities, certain legal accrual adjustments and settlements, asset impairment and write-offs, pension and other post-retirement mark-to-market loss, other income and certain tax items.
We use the term “core sales” to refer to GAAP net sales from continuing operations excluding (1) the impact of currency translation and (2) the impact of net sales from acquired businesses recorded prior to the first anniversary of the acquisition, excluding the excess over prior year net sales of the acquired business less the amount of net sales attributable to divested product lines not considered discontinued operations (“acquisition sales”). The portion of GAAP net sales attributable to currency translation is calculated as the difference between (a) the period-to-period change in net sales (excluding acquisition sales) and (b) the period-to-period change in net sales (excluding acquisition sales) after applying current period foreign exchange rates to the prior year period. We use the term “core sales growth” to refer to the measure of comparing current period core net sales with the corresponding period of the prior year.
Management utilizes these adjusted financial measures to assess the run-rate of its continuing operations against those of prior periods without the distortion of these factors. The Company believes that these non-GAAP financial measures will be useful to investors as well to assess the continuing strength of the Company’s underlying operations. In addition, adjusted EPS is used as a criterion to measure and pay long-term incentive compensation and segment income is used as a criterion to measure and pay annual incentive compensation. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.
The Company uses free cash flow to assess its cash flow performance. The Company believes free cash flow is an important measure of liquidity because it provides the Company and its investors a measurement of cash generated from operations that is available to pay dividends, repurchase shares and repay debt. In addition, free cash flow is used as a criterion to measure and pay annual incentive compensation. The Company’s measure of free cash flow may not be comparable to similarly titled measures reported by other companies.
ITEM 9.01 Financial Statements and Exhibits
(a)Financial Statements of Businesses Acquired
Not applicable.
(b)Pro Forma Financial Information
Not applicable.
(c)Shell Company Transactions
Not applicable.
(d)Exhibits
EXHIBIT INDEX
Exhibit Description
  
Pentair plc press release dated April 23, 2024 announcing earnings for the first quarter of 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE
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 23, 2024.
PENTAIR PLC
Registrant
By /s/ Robert P. Fishman
Robert P. Fishman
Executive Vice President, Chief Financial Officer and Chief Accounting Officer


EX-99.1 2 q12024pressrelease.htm EX-99.1 Document


Exhibit 99.1
pentair_logoxcolorxrgb.jpg                            
News Release
Pentair Reports Strong First Quarter 2024 Results
•Sales of $1.0 billion
•Operating income of $181 million reflecting ROS of 17.8 percent, flat to prior year; on an adjusted basis, ROS expanded 90 basis points to 21.4 percent
•GAAP EPS of $0.80 and adjusted EPS of $0.94
•The company updates its full year 2024 GAAP EPS guidance to approximately $3.76 to $3.86 and reiterates EPS guidance on an adjusted basis of approximately $4.15 to $4.25
Reconciliations of GAAP to Non-GAAP measures are in the attached financial tables.
LONDON, United Kingdom — April 23, 2024 — Pentair plc (NYSE: PNR), a leader in helping the world sustainably move, improve and enjoy water, life’s most essential resource, today announced first quarter 2024 sales of $1.0 billion. Sales were down 1 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales declined 1 percent in the first quarter. First quarter 2024 earnings per diluted share from continuing operations (“EPS”) were $0.80 compared to $0.78 in the first quarter of 2023. On an adjusted basis, the company reported first quarter 2024 EPS of $0.94 compared to $0.91 in the first quarter of 2023. Segment income, adjusted net income, free cash flow and adjusted EPS are described in the attached schedules.
John L. Stauch, Pentair’s President and Chief Executive Officer commented: “Our balanced water portfolio delivered strong first quarter results that exceeded our expectations. For the first time in nearly four years, we are pleased to be entering what we believe to be a more normal operating environment. Order rates remained solid and our backlog and lead times have been normalizing. Our Transformation initiatives remained on track and continue to fuel our return on sales goal of 24 percent with potential upside by the end of fiscal 2026 as we highlighted at our recent Investor Day.”
First quarter 2024 operating income was $181 million, down 2 percent compared to operating income for the first quarter of 2023, and return on sales (“ROS”) was 17.8 percent, or flat when compared to the first quarter of 2023. On an adjusted basis, the company reported segment income of $217 million for the first quarter of 2024, up 3 percent compared to segment income for the first quarter of 2023, and ROS was 21.4 percent, an increase of 90 basis points when compared to the first quarter of 2023.
Flow sales were down 2 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales declined 2 percent in the first quarter. Segment income of $77 million was up 19 percent compared to the first quarter of 2023, and ROS was 20.1 percent, an increase of 350 basis points when compared to the first quarter of 2023.
Water Solutions sales were flat compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales increased 1 percent in the first quarter. Segment income of $56 million was up 6 percent compared to the first quarter of 2023, and ROS was 20.4 percent, an increase of 110 basis points when compared to the first quarter of 2023.
Pool sales were down 1 percent compared to sales for the same period last year. Excluding currency translation, acquisitions and divestitures, core sales declined 1 percent in the first quarter. Segment income of $111 million was down 5 percent compared to the first quarter of 2023, and ROS was 30.8 percent, a decrease of 110 basis points when compared to the first quarter of 2023.
Net cash used for operating activities of continuing operations was $107 million for the first quarters of 2024 and 2023. Free cash flow used for continuing operations for the quarter was $127 million compared to $123 million in the first quarter of 2023.
Pentair paid a regular cash dividend of $0.23 per share in the first quarter of 2024. Pentair previously announced on February 19, 2024 that it will pay a regular quarterly cash dividend of $0.23 per share on May 3, 2024 to shareholders of record at the close of business on April 19, 2024. This year marks the 48th consecutive year that Pentair has increased its dividend.


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OUTLOOK
Mr. Stauch concluded, “We are reiterating our full year outlook and introducing strong Q2 guidance reflecting solid execution across all three segments while being mindful of the uncertainty across the global macroeconomic and geopolitical landscape. We continue to focus on investing in the long-term growth of Pentair and remain confident in our balanced water portfolio and Transformation initiatives.”
The company updates its estimated 2024 GAAP EPS from continuing operations to approximately $3.76 to $3.86 and reiterates its guidance on an adjusted EPS basis of approximately $4.15 to $4.25. This is an increase of 11 percent to 13 percent compared to 2023. The Company anticipates full year 2024 sales to increase 2 percent to 3 percent on a reported basis.
In addition, the company introduces second quarter 2024 GAAP EPS from continuing operations guidance of approximately $1.08 to $1.10 and on an adjusted EPS basis of approximately $1.15 to $1.17. The company expects second quarter sales to be up approximately 1 percent to 2 percent on a reported basis compared to the second quarter of 2023.

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EARNINGS CONFERENCE CALL
Pentair President and Chief Executive Officer John L. Stauch and Chief Financial Officer Robert P. Fishman will discuss the company’s first quarter 2024 results on a conference call with investors at 9:00 a.m. Eastern today. A live audio webcast of the call, along with the related presentation, can be accessed in the Investor Relations section of the Company’s website, www.pentair.com, shortly before the call begins.
Reconciliations of non-GAAP financial measures are set forth in the attachments to this release and in the presentations, each of which can be found on Pentair’s website. The webcast and presentations will be archived at the Company’s website following the conclusion of the event.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This release 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 environmental, social and governance (“ESG”) goals and targets. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2023. All forward-looking statements, including all financial forecasts, speak only as of the date of this release. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this release.

ABOUT PENTAIR PLC
At Pentair, we help the world sustainably move, improve and enjoy water, life’s most essential resource. From our residential and commercial water solutions, to industrial water management and everything in between, Pentair is focused on smart, sustainable water solutions that help our planet and people thrive.
Pentair had revenue in 2023 of approximately $4.1 billion, and trades under the ticker symbol PNR. With approximately 10,500 global employees serving customers in more than 150 countries, we work to help improve lives and the environment around the world. To learn more, visit www.pentair.com.

PENTAIR CONTACTS                            
Shelly Hubbard Rebecca Osborn
Vice President, Investor Relations Sr. Director, External Communications
Direct: 612-812-0148 Direct: 763-656-5589
Email: shelly.hubbard@pentair.com
Email: rebecca.osborn@pentair.com
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Pentair plc and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
Three months ended
In millions, except per-share data March 31,
2024
March 31,
2023
Net sales $ 1,017.2  $ 1,028.6 
Cost of goods sold 627.1  646.8 
Gross profit 390.1  381.8 
% of net sales 38.4  % 37.1  %
Selling, general and administrative expenses 185.2  173.3 
% of net sales 18.2  % 16.8  %
Research and development expenses 24.1  24.9 
% of net sales 2.4  % 2.4  %
Operating income 180.8  183.6 
% of net sales 17.8  % 17.8  %
Other expense
Other expense 0.1  0.7 
Net interest expense 27.3  32.4 
% of net sales 2.7  % 3.1  %
Income from continuing operations before income taxes 153.4  150.5 
Provision for income taxes 19.9  22.0 
Effective tax rate 13.0  % 14.6  %
Net income from continuing operations 133.5  128.5 
(Loss) income from discontinued operations, net of tax (0.2) 1.2 
Net income $ 133.3  $ 129.7 
Earnings per ordinary share
Basic
Continuing operations $ 0.80  $ 0.78 
Discontinued operations —  0.01 
Basic earnings per ordinary share $ 0.80  $ 0.79 
Diluted
Continuing operations $ 0.80  $ 0.78 
Discontinued operations —  0.01 
Diluted earnings per ordinary share $ 0.80  $ 0.79 
Weighted average ordinary shares outstanding
Basic 165.7  164.8 
Diluted 167.2  165.8 
Cash dividends paid per ordinary share $ 0.23  $ 0.22 
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Pentair plc and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
  March 31,
2024
December 31,
2023
In millions
Assets
Current assets
Cash and cash equivalents $ 109.1  $ 170.3 
Accounts receivable, net 807.4  561.7 
Inventories 675.1  677.7 
Other current assets 157.0  159.3 
Total current assets 1,748.6  1,569.0 
Property, plant and equipment, net 363.1  362.0 
Other assets
Goodwill 3,255.8  3,274.6 
Intangibles, net 1,026.2  1,042.4 
Other non-current assets 345.0  315.3 
Total other assets 4,627.0  4,632.3 
Total assets $ 6,738.7  $ 6,563.3 
Liabilities and Equity
Current liabilities
Accounts payable $ 308.8  $ 278.9 
Employee compensation and benefits 96.0  125.4 
Other current liabilities 514.5  545.3 
Total current liabilities 919.3  949.6 
Other liabilities
Long-term debt 2,084.3  1,988.3 
Pension and other post-retirement compensation and benefits 73.1  73.6 
Deferred tax liabilities 39.0  40.0 
Other non-current liabilities 295.8  294.7 
Total liabilities 3,411.5  3,346.2 
Equity 3,327.2  3,217.1 
Total liabilities and equity $ 6,738.7  $ 6,563.3 
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Pentair plc and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
  Three months ended
In millions March 31,
2024
March 31,
2023
Operating activities
Net income $ 133.3  $ 129.7 
Loss (income) from discontinued operations, net of tax 0.2  (1.2)
Adjustments to reconcile net income from continuing operations to net cash provided by (used for) operating activities
Equity income of unconsolidated subsidiaries (0.9) (0.2)
Depreciation 14.9  14.7 
Amortization 13.5  13.8 
Deferred income taxes 4.8  (14.0)
Share-based compensation 7.9  7.2 
Asset impairment and write-offs 0.8  4.1 
Changes in assets and liabilities, net of effects of business acquisitions
Accounts receivable (249.5) (184.8)
Inventories (3.2) 6.0 
Other current assets (11.8) (17.4)
Accounts payable 33.0  (24.9)
Employee compensation and benefits (28.3) (12.8)
Other current liabilities (28.1) (28.7)
Other non-current assets and liabilities 6.0  1.9 
Net cash used for operating activities of continuing operations (107.4) (106.6)
Net cash used for operating activities of discontinued operations (0.2) — 
Net cash used for operating activities (107.6) (106.6)
Investing activities
Capital expenditures (19.3) (16.6)
Proceeds from sale of property and equipment —  0.2 
Acquisitions, net of cash acquired —  0.2 
Net cash used for investing activities (19.3) (16.2)
Financing activities
Net borrowings of revolving long-term debt 101.4  173.6 
Repayments of long-term debt (6.3) — 
Shares issued to employees, net of shares withheld 6.1  (4.1)
Dividends paid (38.0) (36.2)
Net cash provided by financing activities 63.2  133.3 
Effect of exchange rate changes on cash and cash equivalents 2.5  (0.2)
Change in cash and cash equivalents (61.2) 10.3 
Cash and cash equivalents, beginning of period 170.3  108.9 
Cash and cash equivalents, end of period $ 109.1  $ 119.2 
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Pentair plc and Subsidiaries
Reconciliation of the GAAP Operating Activities Cash Flow to the Non-GAAP Free Cash Flow (Unaudited)
  Three months ended Three months ended
In millions March 31,
2024
March 31,
2023
Net cash used for operating activities of continuing operations $ (107.4) $ (106.6)
Capital expenditures (19.3) (16.6)
Proceeds from sale of property and equipment —  0.2 
Free cash flow from continuing operations (126.7) (123.0)
Net cash used for operating activities of discontinued operations (0.2) — 
Free cash flow $ (126.9) $ (123.0)


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Pentair plc and Subsidiaries
Supplemental Financial Information by Reportable Segment (Unaudited)
2024 2023
In millions First
Quarter
First
Quarter
Net sales
Flow $ 384.3 $ 391.8
Water Solutions 273.1 272.0
Pool 359.5 364.3
Other 0.3 0.5
Consolidated $ 1,017.2 $ 1,028.6
Segment income (loss)
Flow $ 77.3 $ 65.0
Water Solutions 55.6 52.4
Pool 110.8 116.2
Other (26.4) (22.6)
Consolidated $ 217.3 $ 211.0
Return on sales
Flow 20.1  % 16.6  %
Water Solutions 20.4  % 19.3  %
Pool 30.8  % 31.9  %
Consolidated adjusted return on sales 21.4  % 20.5  %




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Pentair plc and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Measures for the Year Ending December 31, 2024
Excluding the Effect of Adjustments (Unaudited)
Actual Forecast
In millions, except per-share data First
Quarter
Second
Quarter
Full
Year
Net sales $ 1,017.2  approx Up 1% - 2% approx Up 2% - 3%
Operating income 180.8  approx Up 17% - 18% approx Up 14% - 17%
Return on sales 17.8  %
Adjustments:
Restructuring and other 4.6  approx $ —  approx $
Transformation costs 17.0  approx —  approx 17 
Intangible amortization 13.5  approx 14  approx 55 
Legal accrual adjustments and settlements (0.3) approx —  approx — 
Asset impairment and write-offs 0.8  approx —  approx
Equity income of unconsolidated subsidiaries 0.9  approx approx
Segment income 217.3  approx Up 10% - 12% approx Up 8% - 11%
Adjusted return on sales 21.4  %
Net income from continuing operations—as reported 133.5  approx $180 - $183 approx $626 - $643
Adjustments to operating income 35.6  approx 14  approx 78 
Income tax adjustments (11.3) approx (2) approx (13)
Net income from continuing operations—as adjusted $ 157.8  approx $192 - $195 approx $691 - $708
Continuing earnings per ordinary share—diluted
Diluted earnings per ordinary share—as reported $ 0.80  approx $1.08 - $1.10 approx $3.76 - $3.86
Adjustments 0.14  approx 0.07  approx 0.39 
Diluted earnings per ordinary share—as adjusted $ 0.94  approx $1.15 - $1.17 approx $4.15 - $4.25
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Pentair plc and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Measures for the Year Ended December 31, 2023
Excluding the Effect of Adjustments (Unaudited)
In millions, except per-share data First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
Net sales $ 1,028.6  $ 1,082.5  $ 1,008.8  $ 984.6  $ 4,104.5 
Operating income 183.6  208.5  180.1  167.0  739.2 
Return on sales 17.8  % 19.3  % 17.9  % 17.0  % 18.0  %
Adjustments:
Restructuring and other 2.9  0.6  1.6  (1.7) 3.4 
Transformation costs 8.5  6.0  13.5  16.3  44.3 
Intangible amortization 13.8  13.9  13.8  13.8  55.3 
Legal accrual adjustments and settlements (1.9) 4.1  —  —  2.2 
Asset impairment and write-offs 3.9  0.5  1.8  1.7  7.9 
Equity income of unconsolidated subsidiaries 0.2  0.6  1.3  0.7  2.8 
Segment income 211.0  234.2  212.1  197.8  855.1 
Adjusted return on sales 20.5  % 21.6  % 21.0  % 20.1  % 20.8  %
Net income from continuing operations—as reported
128.5  154.2  132.1  208.1  622.9 
Pension and other post retirement mark to market loss —  —  —  6.1  6.1 
Other income —  (5.1) —  —  (5.1)
Adjustments to operating income 27.2  25.1  30.7  30.1  113.1 
Income tax adjustments (1)
(4.6) (3.1) (6.6) (98.5) (112.8)
Net income from continuing operations—as adjusted
$ 151.1  $ 171.1  $ 156.2  $ 145.8  $ 624.2 
Continuing earnings per ordinary share—diluted
Diluted earnings per ordinary share—as reported $ 0.78  $ 0.93  $ 0.79  $ 1.25  $ 3.75 
Adjustments 0.13  0.10  0.15  (0.38) — 
Diluted earnings per ordinary share—as adjusted $ 0.91  $ 1.03  $ 0.94  $ 0.87  $ 3.75 
(1) Income tax adjustments in the fourth quarter include $74.3 million resulting from favorable impacts of worthless stock deductions related to exiting certain businesses in our Water Solutions segment and favorable discrete items primarily related to the recognition of deferred tax assets.
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Pentair plc and Subsidiaries
Reconciliation of Net Sales Growth to Core Net Sales Growth by Segment
For the Quarter Ended March 31, 2024 (Unaudited)
Q1 Net Sales Growth
Core Currency Total
Total Pentair (1.1) % —  % (1.1) %
Flow (2.1) % 0.2  % (1.9) %
Water Solutions 0.8  % (0.4) % 0.4  %
Pool (1.3) % —  % (1.3) %