On April 25, 2017, Pentair plc (the “Company”) issued a press
release announcing its earnings for the first quarter>of
2017>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-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 generally accepted accounting principles.

The 2017>segment income, return on sales, adjusted net income
from continuing operations and adjusted diluted earnings per share
from continuing operations (“EPS”) include equity income from
unconsolidated subsidiaries and eliminate intangible amortization,
certain targeted restructuring activities and certain tax items.
The 2016>segment income, return on sales, adjusted net income
from continuing operations and adjusted EPS include equity income
from unconsolidated subsidiaries and eliminate intangible
amortization, certain targeted restructuring activities,
impairments, “mark-to-market” loss for pension and other
post-retirement plans, loss on sale of a business and certain tax
items.

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

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.

The Company uses free cash flow to assess its cash flow
performance. The Company believes free cash flow is an important
measure of operating performance because it provides the Company
and its investors a measurement of cash generated from operations
that is available to pay dividends and repay debt. In addition,
free cash flow is used as criterion to measure and pay
compensation-based incentives. 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

Not applicable.

Not applicable.

Not applicable

The following exhibit is provided as part of the information
furnished under Item 2.02 of this Current Report on Form 8-K: