Financial Statements of Parent Company Guarantor

Pentair Ltd. (the “Parent Company Guarantor”), fully and unconditionally, guarantees the 1.35% Senior Notes due 2015, 1.875% Senior Notes due 2017, 2.65% Senior Notes due 2019, 5.00% Senior Notes due 2021 and 3.15% Senior Notes due 2022 (collectively, the “Notes”) of Pentair Finance S.A. (the “Subsidiary Issuer”). The Subsidiary Issuer is a Luxembourg public limited liability company formed in January 2012 and 100 percent-owned subsidiary of the Parent Company Guarantor.

The following supplemental financial information sets forth the financial information of:


•	Parent Company Guarantor;


•	Subsidiary Issuer;


•	Non-guarantor Subsidiaries of Pentair Ltd. on a combined basis;


•	Consolidating entries and eliminations representing adjustments to:


a.	eliminate intercompany transactions between or among the Parent Company Guarantor, the Subsidiary Issuer and the non-guarantor subsidiaries;


b.	eliminate the investments in subsidiaries; and


c.	record consolidating entries.


•	Pentair Ltd. and subsidiaries on a consolidated basis.

Each entity in the consolidating financial information follows the same accounting policies as described in Note 1.

The following present the Company’s Condensed Consolidating Statement of Operations and Comprehensive Income (Loss), Condensed Consolidating Balance Sheet and Condensed Consolidating Statement of Cash Flows as of and for the years ended December 31, 2013 and 2012. Since the Parent Company Guarantor and the Subsidiary Issuer were acquired in the Merger, there was no guarantee of the Notes in effect prior to the Merger. The historical consolidated financial statements of Pentair Ltd. for the year ended December 31, 2011 include all non-guarantor subsidiaries. Consequently, no consolidating financial information for the year ended December 31, 2011 is presented.

Pentair Ltd. and Subsidiaries

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Year ended December 31, 2013



In millions	Parent Company Guarantor			Subsidiary Issuer			Non-guarantor Subsidiaries			Eliminations			Pentair Ltd. and Subsidiaries Consolidated
Net sales	$	—		$	—		$	7,479.7		$	—		$	7,479.7
Cost of goods sold	—			—			5,006.8			—			5,006.8
Gross profit	—			—			2,472.9			—			2,472.9
Selling, general and administrative	21.0			13.3			1,527.8			—			1,562.1
Research and development	—			—			125.8			—			125.8
Impairment of trade names and goodwill	—			—			11.0			—			11.0
Operating (loss) income	(21.0		)	(13.3		)	808.3			—			774.0
Loss (earnings) from investment in subsidiaries	(564.1		)	(533.7		)	—			1,097.8			—
Other (income) expense:
Gain on sale of businesses, net	—			—			(19.7		)	—			(19.7		)
Equity income of unconsolidated subsidiaries	—			—			(1.8		)	—			(1.8		)
Interest income	—			(99.2		)	(56.6		)	148.2			(7.6		)
Interest expense	5.6			106.0			113.3			(148.2		)	76.7
Income (loss) before income taxes and noncontrolling interest	537.5			513.6			773.1			(1,097.8		)	726.4
Provision for income taxes	0.7			1.4			181.7			—			183.8
Net income (loss) before noncontrolling interest	536.8			512.2			591.4			(1,097.8		)	542.6
Noncontrolling interest	—			—			5.8			—			5.8
Net income (loss) attributable to Pentair Ltd.	$	536.8		$	512.2		$	585.6		$	(1,097.8	)	$	536.8
Comprehensive income (loss), net of tax
Net income (loss) before noncontrolling interest	$	536.8		$	512.2		$	591.4		$	(1,097.8	)	$	542.6
Changes in cumulative translation adjustment	(31.3		)	(31.3		)	(29.1		)	62.6			(29.1		)
Amortization of pension and other post-retirement prior service cost	(0.4		)	(0.4		)	(0.4		)	0.8			(0.4		)
Changes in market value of derivative financial instruments	(0.3		)	(0.3		)	(0.3		)	0.6			(0.3		)
Total comprehensive income (loss)	504.8			480.2			561.6			(1,033.8		)	512.8
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—			8.0			—			8.0
Comprehensive income (loss) attributable to Pentair Ltd.	$	504.8		$	480.2		$	553.6		$	(1,033.8	)	$	504.8

Pentair Ltd. and Subsidiaries

Condensed Consolidating Balance Sheet

December 31, 2013



In millions	Parent Company Guarantor		Subsidiary Issuer		Non-guarantor Subsidiaries		Eliminations			Pentair Ltd. and Subsidiaries Consolidated
Assets
Current assets
Cash and cash equivalents	$	0.5	$	47.0	$	217.6	$	—		$	265.1
Accounts and notes receivable, net	2.9		4.0		1,391.0		(63.6		)	1,334.3
Inventories	—		—		1,243.3		—			1,243.3
Other current assets	1.4		0.6		387.4		—			389.4
Total current assets	4.8		51.6		3,239.3		(63.6		)	3,232.1
Property, plant and equipment, net	—		—		1,170.0		—			1,170.0
Other assets
Investments in subsidiaries	6,224.7		8,066.6		—		(14,291.3		)	—
Goodwill	—		—		5,134.2		—			5,134.2
Intangibles, net	—		—		1,776.1		—			1,776.1
Other non-current assets	31.6		1,302.7		393.3		(1,296.7		)	430.9
Total other assets	6,256.3		9,369.3		7,303.6		(15,588.0		)	7,341.2
Total assets	$	6,261.1	$	9,420.9	$	11,712.9	$	(15,651.6	)	$	11,743.3
Liabilities and Equity
Current liabilities
Current maturities of long-term debt and short-term borrowings	$	—	$	—	$	2.5	$	—		$	2.5
Accounts payable	48.1		8.6		603.5		(63.6		)	596.6
Employee compensation and benefits	0.5		—		346.6		—			347.1
Other current liabilities	99.6		11.7		552.7		—			664.0
Total current liabilities	148.2		20.3		1,505.3		(63.6		)	1,610.2
Other liabilities
Long-term debt	—		2,401.9		1,447.4		(1,296.7		)	2,552.6
Pension and other post-retirement compensation and benefits	—		—		324.8		—			324.8
Deferred tax liabilities	—		2.2		578.4		—			580.6
Other non-current liabilities	17.6		—		439.8		—			457.4
Total liabilities	165.8		2,424.4		4,295.7		(1,360.3		)	5,525.6
Equity
Shareholders’ equity attributable to Pentair Ltd. and subsidiaries	6,095.3		6,996.5		7,294.8		(14,291.3		)	6,095.3
Noncontrolling interest	—		—		122.4		—			122.4
Total equity	6,095.3		6,996.5		7,417.2		(14,291.3		)	6,217.7
Total liabilities and equity	$	6,261.1	$	9,420.9	$	11,712.9	$	(15,651.6	)	$	11,743.3

Pentair Ltd. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

Year ended December 31, 2013



In millions	Parent Company Guarantor			Subsidiary Issuer			Non-guarantor Subsidiaries			Eliminations			Pentair Ltd. and Subsidiaries Consolidated
Operating activities
Net cash provided by (used for) operating activities	$	534.2		$	514.0		$	964.9		$	(1,097.8	)	$	915.3
Investing activities
Capital expenditures	—			—			(170.0		)	—			(170.0		)
Proceeds from sale of property and equipment	—			—			6.0			—			6.0
Proceeds from sale of businesses, net	—			—			43.5			—			43.5
Acquisitions, net of cash acquired	—			—			(92.4		)	—			(92.4		)
Other	—			—			1.7			—			1.7
Net cash provided by (used for) investing activities	—			—			(211.2		)	—			(211.2		)
Financing activities
Net receipts from commercial paper and revolving long-term debt	—			104.2			—			—			104.2
Proceeds from long-term debt	—			—			0.7			—			0.7
Repayment of long-term debt	—			—			(7.4		)	—			(7.4		)
Debt issuance costs	—			(1.4		)	—			—			(1.4		)
Net change in advances to subsidiaries	(339.5		)	(569.8		)	(188.5		)	1,097.8			—
Excess tax benefits from share-based compensation	—			—			16.8			—			16.8
Shares issued to employees, net of shares withheld	—			—			80.0			—			80.0
Repurchases of common shares	—			—			(715.8		)	—			(715.8		)
Dividends paid	(194.2		)	—			—			—			(194.2		)
Distributions to noncontrolling interest	—			—			(2.0		)	—			(2.0		)
Net cash provided by (used for) financing activities	(533.7		)	(467.0		)	(816.2		)	1,097.8			(719.1		)
Effect of exchange rate changes on cash and cash equivalents	—			—			18.8			—			18.8
Change in cash and cash equivalents	0.5			47.0			(43.7		)	—			3.8
Cash and cash equivalents, beginning of year	—			—			261.3			—			261.3
Cash and cash equivalents, end of year	$	0.5		$	47.0		$	217.6		$	—		$	265.1

Pentair Ltd. and Subsidiaries

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Year ended December 31, 2012



In millions	Parent Company Guarantor			Subsidiary Issuer			Non-guarantor Subsidiaries			Eliminations			Pentair Ltd. and Subsidiaries Consolidated
Net sales	$	—		$	—		$	4,416.1		$	—		$	4,416.1
Cost of goods sold	—			—			3,146.5			—			3,146.5
Gross profit	—			—			1,269.6			—			1,269.6
Selling, general and administrative	5.0			(3.8		)	1,157.2			—			1,158.4
Research and development	—			—			93.6			—			93.6
Impairment of trade names and goodwill	—			—			60.7			—			60.7
Operating (loss) income	(5.0		)	3.8			(41.9		)	—			(43.1		)
Loss (earnings) from investment in subsidiaries	101.4			102.3			—			(203.7		)	—
Other (income) expense:
Loss on early extinguishment of debt	—			—			75.4			—			75.4
Equity income of unconsolidated subsidiaries	—			—			(2.1		)	—			(2.1		)
Interest income	—			(9.2		)	(2.9		)	9.2			(2.9		)
Interest expense	0.1			10.2			69.4			(9.2		)	70.5
Income (loss) before income taxes and noncontrolling interest	(106.5		)	(99.5		)	(181.7		)	203.7			(184.0		)
Provision (benefit) for income taxes	0.7			1.1			(81.2		)	—			(79.4		)
Net income (loss) before noncontrolling interest	(107.2		)	(100.6		)	(100.5		)	203.7			(104.6		)
Noncontrolling interest	—			—			2.6			—			2.6
Net income (loss) attributable to Pentair Ltd.	$	(107.2	)	$	(100.6	)	$	(103.1	)	$	203.7		$	(107.2	)
Comprehensive income (loss), net of tax
Net income (loss) before noncontrolling interest	$	(107.2	)	$	(100.6	)	$	(100.5	)	$	203.7		$	(104.6	)
Changes in cumulative translation adjustment	30.0			30.0			31.4			(60.0		)	31.4
Amortization of pension and other post-retirement prior service cost	(0.3		)	(0.3		)	(0.3		)	0.6			(0.3		)
Changes in market value of derivative financial instruments	(3.6		)	(3.6		)	(3.6		)	7.2			(3.6		)
Total comprehensive income (loss)	(81.1		)	(74.5		)	(73.0		)	151.5			(77.1		)
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—			4.0			—			4.0
Comprehensive income (loss) attributable to Pentair Ltd.	$	(81.1	)	$	(74.5	)	$	(77.0	)	$	151.5		$	(81.1	)

Pentair Ltd. and Subsidiaries

Condensed Consolidating Balance Sheet

December 31, 2012



In millions	Parent Company Guarantor		Subsidiary Issuer		Non-guarantor Subsidiaries		Eliminations			Pentair Ltd. and Subsidiaries Consolidated
Assets
Current assets
Cash and cash equivalents	$	—	$	—	$	261.3	$	—		$	261.3
Accounts and notes receivable, net	20.2		1,458.3		1,330.7		(1,534.6		)	$	1,274.6
Inventories	—		—		1,333.9		—			$	1,333.9
Other current assets	85.8		—		333.1		(84.4		)	$	334.5
Total current assets	106.0		1,458.3		3,259.0		(1,619.0		)	3,204.3
Property, plant and equipment, net	—		—		1,188.2		—			1,188.2
Other assets
Investments in subsidiaries	6,486.3		7,464.6		—		(13,950.9		)	—
Goodwill	—		—		5,111.0		—			5,111.0
Intangibles, net	—		—		1,926.9		—			1,926.9
Other non-current assets	31.6		6.9		413.8		—			452.3
Total other assets	6,517.9		7,471.5		7,451.7		(13,950.9		)	7,490.2
Total assets	$	6,623.9	$	8,929.8	$	11,898.9	$	(15,569.9	)	$	11,882.7
Liabilities and Equity
Current liabilities
Current maturities of long-term debt and short-term borrowings	$	—	$	—	$	3.1	$	—		$	3.1
Accounts payable	54.3		1.7		587.3		(76.3		)	567.0
Employee compensation and benefits	—		—		296.7		—			296.7
Other current liabilities	180.9		11.5		670.3		(84.4		)	778.3
Total current liabilities	235.2		13.2		1,557.4		(160.7		)	1,645.1
Other liabilities
Long-term debt	—		2,297.7		1,614.9		(1,458.3		)	2,454.3
Pension and other post-retirement compensation and benefits	—		—		378.8		—			378.8
Deferred tax liabilities	—		—		421.9		—			421.9
Other non-current liabilities	17.6		—		477.5		—			495.1
Total liabilities	252.8		2,310.9		4,450.5		(1,619.0		)	5,395.2
Equity
Shareholders’ equity attributable to Pentair Ltd. and subsidiaries	6,371.1		6,618.9		7,332.0		(13,950.9		)	6,371.1
Noncontrolling interest	—		—		116.4		—			116.4
Total equity	6,371.1		6,618.9		7,448.4		(13,950.9		)	6,487.5
Total liabilities and equity	$	6,623.9	$	8,929.8	$	11,898.9	$	(15,569.9	)	$	11,882.7

Pentair Ltd. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

Year ended December 31, 2012



In millions	Parent Company Guarantor			Subsidiary Issuer			Non-guarantor Subsidiaries			Eliminations			Pentair Ltd. and Subsidiaries Consolidated
Operating activities
Net cash provided by (used for) operating activities	$	(109.0	)	$	(88.2	)	$	61.5		$	203.7		$	68.0
Investing activities
Capital expenditures	—			—			(94.5		)	—			(94.5		)
Proceeds from sale of property and equipment	—			—			5.5			—			5.5
Acquisitions, net of cash acquired	—			300.1			170.4			—			470.5
Other	—			—			(5.9		)	—			(5.9		)
Net cash provided by (used for) investing activities	—			300.1			75.5			—			375.6
Financing activities
Net repayments on short-term borrowings	—			—			(3.7		)	—			(3.7		)
Net receipts (repayments) from commercial paper and revolving long-term debt	—			424.7			(170.9		)	—			253.8
Proceeds from long-term debt	—			594.3			—			—			594.3
Repayment of long-term debt	—			—			(617.2		)	—			(617.2		)
Debt issuance costs	—			(8.7		)	(1.0		)	—			(9.7		)
Debt extinguishment costs	—			—			(74.8		)	—			(74.8		)
Net change in advances to subsidiaries	157.0			(1,222.2		)	1,268.9			(203.7		)	—
Excess tax benefits from share-based compensation	—			—			5.0			—			5.0
Shares issued to employees, net of shares withheld	—			—			68.2			—			68.2
Repurchases of common shares	—			—			(334.2		)	—			(334.2		)
Dividends paid	(48.0		)	—			(64.4		)	—			(112.4		)
Distributions to noncontrolling interest	—			—			(1.6		)	—			(1.6		)
Net cash provided by (used for) financing activities	109.0			(211.9		)	74.3			(203.7		)	(232.3		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(0.1		)	—			(0.1		)
Change in cash and cash equivalents	—			—			211.2			—			211.2
Cash and cash equivalents, beginning of year	—			—			50.1			—			50.1
Cash and cash equivalents, end of year	$	—		$	—		$	261.3		$	—		$	261.3