Acquisitions and Divestitures (Tables)

9 Months Ended

Sep. 28, 2013

Purchase Price Detail

Based on the price of Pentair, Inc. common stock and our common shares issued on the date of the Merger, the purchase price was composed of the following:

In millions
Value of common shares issued to Tyco shareholders (1)	$	4,811.4
Value of replacement equity-based awards to holders of Tyco equity-based awards (2)	119.8
Cash paid to Tyco in settlement of the working capital and net indebtedness adjustment	84.4
Cash paid to Tyco shareholders in lieu of fractional common shares (3)	0.5
	$	5,016.1

(1) Equals 110.9 million Pentair Ltd. shares distributed to Tyco shareholders multiplied by the Merger date share price of $43.39.

(2) In accordance with applicable accounting guidance, the fair value of replacement equity-based awards attributable to pre-combination service is recorded as part of the consideration transferred in the Merger, while the fair value of replacement equity-based awards attributable to post-combination service is recorded separately from the business combination and recognized as compensation cost in the post-acquisition period over the remaining service period. The fair value of our equivalent stock options was estimated using the Black-Scholes valuation model utilizing various assumptions.

(3) Equals cash paid to Tyco shareholders in lieu of less than 0.1 million Pentair Ltd. fractional shares multiplied by the Merger date share price of $43.39.

Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed in the Merger as adjusted at September 28, 2013 and as previously reported at December 31, 2012:

In millions	September 28, 2013			December 31, 2012
Cash and cash equivalents	$	691.7		$	691.7
Accounts and notes receivable	753.5			771.6
Inventories	999.7			1,046.2
Other current assets	94.1			98.2
Property, plant and equipment	785.7			822.0
Goodwill	2,741.8			2,520.1
Intangibles	1,441.9			1,425.1
Other non-current assets	241.1			275.1
Current liabilities	(881.4		)	(856.3		)
Long-term debt	(914.5		)	(914.5		)
Income taxes, including current and deferred	(304.0		)	(364.6		)
Other liabilities and redeemable noncontrolling interest	(633.5		)	(591.5		)
Total purchase price	$	5,016.1		$	4,923.1

Pro Forma Condensed Consolidated Financial Results of Operations

The following unaudited pro forma condensed consolidated financial results of operations are presented as if the Merger had been completed on January 1, 2011:

	Three months ended		Nine months ended
In millions, except per-share data	September 29, 2012		September 29, 2012
Pro forma net sales	$	1,877.7	$	5,659.0
Pro forma net income attributable to Pentair Ltd.	86.7		302.6
Pro forma diluted earnings per common share attributable to Pentair Ltd.	0.41		1.42