8-K

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): July 21, 2009

Commission file number 000-04689

Pentair, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	41-0907434
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification number)
5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota	55416
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (763) 545-1730

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition

On July 21, 2009, Pentair, Inc. (the “Company”) issued a press release announcing its earnings for the second quarter of 2009 and a conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

This press release refers to certain non-GAAP financial measures (adjusted operating income, adjusted operating margins, adjusted earnings per share 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.

Adjusted operating income, adjusted operating margins and adjusted earnings per share eliminate (i) certain expenses incurred in the second quarter of 2009 to restructure certain operations of the Company by reducing headcount as a result of the significant continuing downturn in the global economy and (ii) certain charges incurred in the second quarter of 2009 for the early redemption of bonds. 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 light of the downturn in the residential end markets.

The Company uses free cash flow and conversion of income from continuing operations to assess its cash flow performance. The Company believes free cash flow and conversion of income from continuing operations are important measures of operating performance because they provide 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 and conversion of income from continuing operations are used as criteria to measure and pay compensation-based incentives. The Company’s measure of free cash flow and conversion of income from continuing operations may not be comparable to similarly titled measures reported by other companies.

The schedule included herein titled “Reconciliation of the GAAP “As Reported” year ending December 31, 2009 to the “Adjusted” non-GAAP excluding the effect of 2009 adjustments (Unaudited)” has been revised from the schedule provided in the Company’s press release to correct the segment projections for the third and fourth quarters of 2009. This correction does not affect the corresponding information for the company as a whole.

The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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

Exhibit	Description
99.1	Pentair, Inc. press release dated July 21, 2009 announcing the earnings results for the second quarter 2009.

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 July 21, 2009.

PENTAIR, INC.
Registrant
 

By /s/ John L. Stauch  

          John L. Stauch 

          Executive Vice President and Chief Financial Officer 

PENTAIR, INC.

Exhibit Index to Current Report on Form 8-K
Dated July 21, 2009

Exhibit
Number	Description
99.1	Pentair, Inc. press release dated July 21, 2009 announcing the earnings results for the second quarter 2009.

EX-99.1

Exhibit 99.1

Pentair, Inc.
5500 Wayzata Blvd., Suite 800
MInneapolis, MN 55416
763 545 1730 Tel
763 656 5400 Fax

News Release

Pentair Reports Second Quarter Net Income Per Share from Continuing Operations of $0.33; Adjusted EPS of $0.38

• Reports second quarter sales of $694 million, down 23 percent year-over-year.

• Delivers $131 million of free cash flow; on track to deliver over $225 million for full year

• Effectively executing against restructuring actions as all events are on schedule or completed.

• Introduces third quarter adjusted EPS guidance of $0.35 to $0.45 and maintains full year sales, earnings and free cash flow guidance.

All financial information and period-to-period references are on a continuing operations basis unless otherwise noted. Reconciliations to discontinued operations as well as GAAP and Non-GAAP reconciliations are in the attached financial tables.

MINNEAPOLIS, Minn. — July 21, 2009 — Pentair, Inc. (NYSE: PNR) today announced second quarter 2009 net earnings per diluted share from continuing operations (EPS) of $0.33. This represents a decrease of 77 percent as compared to the $1.41 of EPS in the second quarter last year. Current period results include a negative $0.02 per share impact from restructuring charges and a negative $0.03 per share charge from the early redemption of bonds. Adjusting for these items, second quarter 2009 EPS was $0.38, compared to adjusted second quarter 2008 EPS of $0.70, a decrease of 46 percent.

Total company sales decreased 23 percent to $694 million, compared with $898 million in the second quarter of 2008. The company delivered second quarter operating income of $64 million. On an adjusted basis, the company delivered operating income of $67 million versus $120 million in the year-ago quarter. The company’s adjusted operating income in the current quarter excludes the impact of additional severance charges associated with the second quarter elimination of 100 positions not included in prior restructuring. Overall, adjusted operating margins for the second quarter contracted 370 basis points to 9.6 percent. The positive impact from productivity and price did not offset the significant negative impact related to lower volumes.

Total company free cash flow was positive $131 million for the quarter. Year-to-date the company has generated $98 million of free cash flow, which is $39 million more than was generated in the first half of 2008. The company said it remains on track to achieve free cash flow greater than $225 million for 2009, driven by improvements in working capital.

(more)

- 2 -

“Overall we continue to make tremendous progress against our cost actions as well as to drive strong free cash flow generation. While a few of our markets are showing signs of improvement, most continue to remain soft, as expected,” said Randall J. Hogan, Pentair chairman and chief executive officer.

Second Quarter Business Highlights

The Water Group delivered $487 million in sales, an 18 percent decline year-over-year. Sales were down 17 percent excluding the formation of the Pentair Residential Filtration (PRF) business with General Electric’s (GE) Water and Process Technologies unit, which added two points of growth, and foreign exchange, which reduced sales by three points.

• Global Flow Technologies sales were down 17 percent versus the year-ago quarter, as sales increases of pump equipment for North American municipal markets did not outpace declines in residential, commercial and agricultural markets.

• Global Filtration sales were down 14 percent, or down 17 percent in local currencies and excluding the increased sales associated with the formation of PRF. Sales increases in desalination markets did not offset declines in residential, industrial and foodservice markets.

• Global Pool and Spa sales were down 16 percent as a sequential uptick in second quarter sales associated with the summer pool season was not enough to overcome the prolonged decline in North American residential pool markets.

The Water Group’s second quarter reported operating income totaled $50 million, down 16 percent as compared to $59 million in the same period last year. In the quarter, the Water Group had $1 million in pre-tax restructuring charges associated with severance from recently announced additional headcount reductions. Excluding these items, second quarter 2009 adjusted operating income was $51 million, down 38 percent versus second quarter 2008 adjusted operating income of $82 million. Adjusted operating margins of 10.5 percent were down 330 basis points as benefits from productivity and price did not offset the negative impact from volume declines, inflation, pay-as-you-go restructuring costs, and integration expenses associated with the formation of PRF.

Technical Products delivered second quarter 2009 sales of $207 million, a decrease of 32 percent versus the year-earlier period. Sales were down 30 percent excluding the impact of foreign exchange.

• Global Electrical sales were down 28 percent as industrial customers dramatically slowed their capital projects and distributors aggressively reduced inventory levels.

• Global Electronic sales were down 32 percent as each major vertical market contracted led by Datacom, which was down over 50 percent.

Technical Products’ second quarter reported operating income totaled $24 million, down 53 percent compared to $50 million in the same quarter last year. Adjusting for a restructuring charge, operating income was $25 million. Adjusted operating margins were 12.0 percent, down 440 basis points versus the second quarter 2008. In the quarter, the benefits from productivity and price did not offset the negative impact from volume declines and foreign exchange.

(more)

- 3 -

“Second quarter results were generally in line with our expectations and guidance. Sales came in at the low end, as our Technical Products and Water European businesses could not overcome extremely soft April and May months. North America residential markets are beginning to improve or at least stabilize while commercial and industrial markets remain uncertain,” Hogan said. “Also as expected, the solid progress we are making to reduce fixed and variable cost enabled margins in Water to rise back up above ten percent while Technical Products achieved twelve percent adjusted margins. So, our actions are yielding solid results and we continue to position our businesses for significant upside when markets recover.”

Outlook

The company introduces its third quarter reported 2009 EPS guidance range of $0.32 to $0.42. Adjusting for charges associated with new restructuring actions, third quarter EPS is expected to be $0.35 to $0.45, down approximately 29 percent year-over-year when using the midpoint of the guidance range. Third quarter sales are expected to be down over 20 percent.

The company maintains its full year 2009 EPS guidance to equal or exceed $1.40, which would be down 46 percent when compared to reported full year 2008 EPS or down 36 percent when 2008 EPS is adjusted for non-recurring items (see attached 2008 reconciliation table). The company expects full year 2009 EPS on both a reported and adjusted basis will be comparable as restructuring and other charges in 2009 are expected to be similar in size to anticipated gains from other nonrecurring items.

“We anticipate that the benefits we have achieved and expect to realize from our productivity actions will continue to accelerate in the second half of 2009,” said Hogan. “We remain excited about our new product introductions, global growth prospects in many markets and our ability to support infrastructure projects included in the government stimulus package. A good example is last week’s announcement that our Engineered Flow business won a $65 million municipal water contract, which highlights our strength in this key North American market.”

“We expect the second half of 2009 will show continued earnings improvement as we realize more benefits from our productivity and cost actions and our year over year sales comparisons become less difficult,” Hogan added.

Earnings Conference Call

Pentair Chairman and CEO Randall J. Hogan and Chief Financial Officer John L. Stauch will discuss the company’s performance and third quarter and full year 2009 guidance on a two-way conference call with investors and a live audio webcast at 12:00 p.m. Eastern today. Reconciliation of non-GAAP financial measures are set forth in the attachments to this second quarter 2009 earnings release and in the second quarter 2009 earning release conference call presentation, both of which can be found at Pentair’s web site (www.pentair.com). Related financial charts and certain other information to be discussed on the conference call will be available on the company’s website shortly before the conference call. The web cast and presentation will be archived at the same site following the conclusion of the conference call.

(more)

- 4 -

Caution concerning forward-looking statements

Any statements made about the company’s anticipated financial results are forward-looking statements subject to risks and uncertainties such as the breadth and severity of the global economic downturn; the strength of housing and related markets; the ability to implement our restructuring and other cost reduction plans successfully and the risk that expected benefits may not be fully realized or may take longer to realize than expected; foreign currency effects; retail and industrial demand; product introductions; and pricing and other competitive pressures, as well as other risk factors set forth in our SEC filings. Forward-looking statements included herein are made as of the date hereof, and the company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. Actual results could differ materially from anticipated results.

About Pentair, Inc.

Pentair (www.pentair.com) is a diversified operating company headquartered in Minnesota. Its Water Group is a global leader in providing innovative products and systems used worldwide in the movement, treatment, storage and enjoyment of water. Pentair’s Technical Products Group is a leader in the global enclosures and thermal management markets, designing and manufacturing thermal management products and standard, modified, and custom enclosures that house and protect sensitive electronics and electrical components. With 2008 revenues of $3.35 billion, Pentair employs approximately 13,100 people worldwide.

Pentair Contacts:
Todd Gleason
Vice President, Strategic Planning & Investor Relations
Tel.: (763) 656-5570
E-mail: todd.gleason@pentair.com

Pentair, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)

	Three months ended						Six months ended
	June 27			June 28			June 27			June 28
In thousands, except per-share data	2009			2008			2009			2008
Net sales	$	693,712		$	898,378		$	1,327,552		$	1,728,524
Cost of goods sold		497,233			619,968			961,841			1,199,420
Gross profit		196,479			278,410			365,711			529,104
% of net sales		28.3	%		31.0	%		27.6	%		30.6	%
Selling, general and administrative		119,104			145,610			236,379			283,713
% of net sales		17.1	%		16.2	%		17.8	%		16.4	%
Research and development		13,815			15,818			28,558			31,082
% of net sales		2.0	%		1.8	%		2.2	%		1.8	%
Legal settlement		—			20,435			—			20,435
Operating income		63,560			96,547			100,774			193,874
% of net sales		9.2	%		10.7	%		7.6	%		11.2	%
Other (income) expense:
Gain on sale of interest in subsidiaries		—			(109,648	)		—			(109,648	)
Equity losses of unconsolidated subsidiary		279			847			556			1,764
Loss on early extinguishment of debt		4,804			—			4,804			—
Net interest expense		9,833			15,862			21,617			31,951
% of net sales		1.4	%		1.8	%		1.6	%		1.9	%
Income from continuing operations before income taxes and noncontrolling interest		48,644			189,486			73,797			269,807
Provision for income taxes		16,217			49,649			23,649			77,507
Income from continuing operations		32,427			139,837			50,148			192,300
Loss from discontinued operations, net of tax		—			(1,102	)		—			(2,138	)
Loss on disposal of discontinued operations, net of tax		(78	)		—			(68	)		(7,137	)
Net income before noncontrolling interest		32,349			138,735			50,080			183,025
Noncontrolling interest		421			—			887			—
Net income attributable to Pentair, Inc.	$	31,928		$	138,735		$	49,193		$	183,025
Net income from continuing operations attributable to Pentair, Inc.	$	32,006		$	139,837		$	49,261		$	192,300
Earnings (loss) per common share attributable to Pentair, Inc.
Basic
Continuing operations	$	0.33		$	1.43		$	0.51		$	1.96
Discontinued operations		—			(0.01	)		—			(0.09	)
Basic earnings per common share	$	0.33		$	1.42		$	0.51		$	1.87
Diluted
Continuing operations	$	0.33		$	1.41		$	0.50		$	1.93
Discontinued operations		—			(0.01	)		—			(0.09	)
Diluted earnings per common share	$	0.33		$	1.40		$	0.50		$	1.84
Weighted average common shares outstanding
Basic		97,507			98,062			97,445			98,172
Diluted		98,422			99,509			98,145			99,462
Cash dividends declared per common share	$	0.18		$	0.17		$	0.36		$	0.34

Pentair, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)

	June 27		December 31		June 28
In thousands	2009		2008		2008
Assets
Current assets
Cash and cash equivalents	$	38,118	$	39,344	$	74,616
Accounts and notes receivable, net		462,106		461,081		551,653
Inventories		362,743		417,287		424,277
Deferred tax assets		51,465		51,354		51,961
Prepaid expenses and other current assets		50,111		63,113		46,104
Current assets of discontinued operations		—		—		20,527
Total current assets		964,543		1,032,179		1,169,138
Property, plant and equipment, net		340,884		343,881		375,453
Other assets
Goodwill		2,106,026		2,101,851		2,152,628
Intangibles, net		504,674		515,508		554,216
Other		61,118		59,794		78,734
Non-current assets of discontinued operations		—		—		13,853
Total other assets		2,671,818		2,677,153		2,799,431
Total assets	$	3,977,245	$	4,053,213	$	4,344,022
Liabilities and Shareholders’ Equity
Current liabilities
Short-term borrowings	$	6,143	$	—	$	217
Current maturities of long-term debt		122		624		4,442
Accounts payable		212,973		217,898		237,302
Employee compensation and benefits		71,674		90,210		98,640
Current pension and post-retirement benefits		8,890		8,890		8,557
Accrued product claims and warranties		36,780		41,559		47,155
Income taxes		14,668		5,451		19,246
Accrued rebates and sales incentives		26,286		28,897		36,578
Other current liabilities		84,491		104,975		129,775
Current liabilities of discontinued operations		—		—		771
Total current liabilities		462,027		498,504		582,683
Other liabilities
Long-term debt		883,281		953,468		1,024,160
Pension and other retirement compensation		270,588		270,139		171,923
Post-retirement medical and other benefits		32,847		34,723		35,094
Long-term income taxes payable		26,906		28,139		24,442
Deferred tax liabilities		150,167		146,559		188,498
Other non-current liabilities		96,016		101,612		95,544
Non-current liabilities of discontinued operations		—		—		1,483
Total liabilities		1,921,832		2,033,144		2,123,827
Shareholders’ equity		2,055,413		2,020,069		2,220,195
Total liabilities and shareholders’ equity	$	3,977,245	$	4,053,213	$	4,344,022
Days sales in accounts receivable (13 month moving average)		61		57		56
Days inventory on hand (13 month moving average)		89		79		75
Days in accounts payable (13 month moving average)		62		59		58

Pentair, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)

	Six months ended
	June 27			June 28
In thousands	2009			2008
Operating activities
Net income before noncontrolling interest	$	50,080		$	183,025
Adjustments to reconcile net income to net cash provided by (used for) operating activities
Loss from discontinued operations		—			2,138
Loss on disposal of discontinued operations		68			7,137
Equity losses of unconsolidated subsidiary		556			1,764
Depreciation		29,634			30,335
Amortization		14,601			13,101
Deferred income taxes		464			21,037
Stock compensation		9,087			11,932
Excess tax benefits from stock-based compensation		(582	)		(776	)
Gain on sale of assets		(286	)		(443	)
Gain on sale of interest in subsidiaries		—			(109,648	)
Changes in assets and liabilities, net of effects of business acquisitions and dispositions
Accounts and notes receivable		1,556			(83,345	)
Inventories		55,703			(20,776	)
Prepaid expenses and other current assets		13,532			(7,854	)
Accounts payable		(3,436	)		11,869
Employee compensation and benefits		(21,821	)		(18,265	)
Accrued product claims and warranties		(4,792	)		(2,366	)
Income taxes		9,066			3,182
Other current liabilities		(23,234	)		31,084
Pension and post-retirement benefits		(1,433	)		3,320
Other assets and liabilities		(2,205	)		4,986
Net cash provided by (used for) continuing operations		126,558			81,437
Net cash provided by (used for) operating activities of discontinued operations		(1,408	)		(5,963	)
Net cash provided by (used for) operating activities		125,150			75,474
Investing activities
Capital expenditures		(28,850	)		(26,191	)
Proceeds from sale of property and equipment		563			3,802
Acquisitions, net of cash acquired or received		—			6,237
Divestitures		920			29,959
Other		(10	)		—
Net cash provided by (used for) investing activities		(27,377	)		13,807
Financing activities
Net short-term borrowings (repayments)		6,024			(13,965	)
Proceeds from long-term debt		400,000			279,405
Repayment of long-term debt		(470,187	)		(297,740	)
Debt issuance costs		(50	)		(50	)
Excess tax benefits from stock-based compensation		582			776
Proceeds from exercise of stock options		996			2,175
Repurchases of common stock		—			(21,721	)
Dividends paid		(35,433	)		(33,747	)
Net cash provided by (used for) financing activities		(98,068	)		(84,867	)
Effect of exchange rate changes on cash and cash equivalents		(931	)		(593	)
Change in cash and cash equivalents		(1,226	)		3,821
Cash and cash equivalents, beginning of period		39,344			70,795
Cash and cash equivalents, end of period	$	38,118		$	74,616
Free cash flow
Net cash provided by (used for) continuing operations	$	126,558		$	81,437
Capital expenditures		(28,850	)		(26,191	)
Proceeds from sale of property and equipment		563			3,802
Free cash flow	$	98,271		$	59,048

Pentair, Inc. and Subsidiaries
Supplemental Financial Information by Reportable Business Segment (Unaudited)

	First Qtr			Second Qtr			Six Months			First Qtr			Second Qtr			Six Months
In thousands	2009			2009			2009			2008			2008			2008
Net sales to external customers
Water	$	423,932		$	486,990		$	910,922		$	544,686		$	594,118		$	1,138,804
Technical Products		209,908			206,722			416,630			285,460			304,260			589,720
Consolidated	$	633,840		$	693,712		$	1,327,552		$	830,146		$	898,378		$	1,728,524
Intersegment sales
Water	$	289		$	198		$	487		$	372		$	139		$	511
Technical Products		233			600			833			1,138			1,034			2,172
Other		(522	)		(798	)		(1,320	)		(1,510	)		(1,173	)		(2,683	)
Consolidated	$	—		$	—		$	—		$	—		$	—		$	—
Operating income (loss)
Water	$	26,976		$	49,781		$	76,757		$	65,035		$	59,475		$	124,510
Technical Products		20,462			23,578			44,040			45,337			49,732			95,069
Other		(10,224	)		(9,799	)		(20,023	)		(13,045	)		(12,660	)		(25,705	)
Consolidated	$	37,214		$	63,560		$	100,774		$	97,327		$	96,547		$	193,874
Operating income as a percent of net sales
Water		6.4	%		10.2	%		8.4	%		11.9	%		10.0	%		10.9	%
Technical Products		9.7	%		11.4	%		10.6	%		15.9	%		16.3	%		16.1	%
Consolidated		5.9	%		9.2	%		7.6	%		11.7	%		10.8	%		11.2	%

Pentair, Inc. and Subsidiaries
Reconciliation of the GAAP “As Reported” year ending December 31, 2009 to the “Adjusted” non-GAAP
excluding the effect of 2009 adjustments (Unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Year
In thousands, except per-share data	2009			2009			2009			2009			2009
Net sales	$	633,840		$	693,712		$	675,000-$705,000		$	670,000-$700,000		approx $2,700M
Operating income — as reported		37,214			63,560			65,000 — 75,000			69,000 — 79,000		approx 244,000
% of net sales		5.9	%		9.2	%	approx 10		%	approx 11		%	approx 9.0		%
Adjustments:
Restructuring & other		2,824			2,944			5,000			—		approx 11,000
Operating income — as adjusted		40,038			66,504			70,000 — 80,000			69,000 — 79,000		approx 255,000
% of net sales		6.3	%		9.6	%	approx 11		%	approx 11		%	approx 9.5		%
Net income from continuing operations attributable to Pentair, Inc. — as reported		17,255			32,006			31,200 — 41,200			44,400 — 55,200		approx 137,000
Adjustments — tax affected
Restructuring & other		1,864			5,114			3,300		approx (10,000)				—
Net income from continuing operations attributable to Pentair, Inc. — as adjusted		19,119			37,120			34,500 — 44,500			34,400 — 45,200		approx 137,000
Continuing earnings per common share attributable to Pentair, Inc. — diluted
Diluted earnings per common share — as reported	$	0.18		$	0.33		$	0.32 — $0.42		$	0.45 — $0.56		$1.40 or above
Adjustments		0.02			0.05			0.03			(0.10	)		—
Diluted earnings per common share — as adjusted	$	0.20		$	0.38		$	0.35 — $0.45		$	0.35 — $0.46		$1.40 or above
Weighted average common shares outstanding — Diluted		97,966			98,422			98,500			98,500		approx 98,500

Pentair, Inc. and Subsidiaries
Reconciliation of the GAAP “As Reported” year ending December 31, 2008 to the “Adjusted” non-GAAP
excluding the effect of 2008 adjustments (Unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Year
In thousands, except per-share data	2008			2008			2008			2008			2008
Net sales	$	830,146		$	898,378		$	855,815		$	767,637		$	3,351,976
Operating income — as reported		97,327			96,547			85,614			45,197			324,685
% of net sales		11.7	%		10.7	%		10.0	%		5.9	%		9.7	%
Adjustments:
Restructuring and asset impairment		—			2,586			15,207			28,377			46,170
Horizon settlement		—			20,435			—			—			20,435
Operating income — as adjusted		97,327			119,568			100,821			73,574			391,290
% of net sales		11.7	%		13.3	%		11.8	%		9.6	%		11.7	%
Net income from continuing operations attributable to Pentair, Inc. — as reported		52,463			139,837			42,902			21,161			256,363
Adjustments — tax affected
Restructuring and asset impairment		—			1,707			10,037			18,729			30,473
Horizon settlement		—			13,487			—			—			13,487
Gain on PRF transaction		—			(85,832	)		—			—			(85,832	)
Bond tender		—			—			3,043			—			3,043
Net income from continuing operations attributable to Pentair, Inc. — as adjusted		52,463			69,199			55,982			39,890			217,534
Continuing earnings per common share attributable to Pentair, Inc. — diluted
Diluted earnings per common share — as reported	$	0.53		$	1.41		$	0.43		$	0.22		$	2.59
Adjustments		—			(0.71	)		0.13			0.19			(0.39	)
Diluted earnings per common share — as adjusted	$	0.53		$	0.70		$	0.56		$	0.41		$	2.20
Weighted average common shares outstanding — Diluted		99,558			99,509			99,319			98,299			99,068

Pentair, Inc. and Subsidiaries
Reconciliation of the GAAP “As Reported” year ending December 31, 2009 to the “Adjusted” non-GAAP
excluding the effect of 2009 adjustments (Unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Year
In thousands	2009			2009			2009			2009			2009
Water
Net sales	$	423,932		$	486,990		$	455,000 — $475,000		$	450,000 — $470,000		approx $1,840M
Operating income — as reported		26,976			49,781			48,500 — 53,500			51,500 — 56,500			180,000 — 185,000
% of net sales		6.4	%		10.2	%		10.2% — 11.8	%		11.0% — 12.6	%	approx 10.0		%
Adjustments — restructuring		1,464			1,460			—			—		approx 3,000
Operating income — as adjusted		28,440			51,241			48,500 — 53,500			51,500 — 56,500			183,000 — 188,000
% of net sales		6.7	%		10.5	%		10.2% — 11.8	%		11.0% — 12.6	%	approx 10.0		%
Technical Products
Net sales	$	209,908		$	206,722		$	215,000 — $220,000		$	220,000 — $225,000		approx $860M
Operating income — as reported		20,462			23,578			24,000 — 29,000			30,000 — 35,000			101,500 — 106,500
% of net sales		9.7	%		11.4	%		10.9% — 13.5	%		13.3% — 15.9	%	approx 12.0		%
Adjustments — restructuring		792			1,139			5,000			—		approx 7,000
Operating income — as adjusted		21,254			24,717			29,000 — 34,000			30,000 — 35,000			108,500 — 113,500
% of net sales		10.1	%		12.0	%		13.2% — 15.8	%		13.3% — 15.9	%	approx 13.0		%

Pentair, Inc. and Subsidiaries
Reconciliation of the GAAP “As Reported” year ending December 31, 2008 to the “Adjusted” non-GAAP
excluding the effect of 2008 adjustments (Unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Year
In thousands	2008			2008			2008			2008			2008
Water
Net sales	$	544,686		$	594,118		$	557,976		$	509,362		$	2,206,142
Operating income — as reported		65,035			59,475			49,684			32,163			206,357
% of net sales		11.9	%		10.0	%		8.9	%		6.3	%		9.4	%
Adjustments
Restructuring and asset impairment		—			2,157			13,438			19,628			35,223
Horizon settlement		—			20,435			—			—			20,435
Operating income — as adjusted		65,035			82,067			63,122			51,791			262,015
% of net sales		11.9	%		13.8	%		11.3	%		10.2	%		11.9	%
Technical Products
Net sales	$	285,460		$	304,260		$	297,839		$	258,275		$	1,145,834
Operating income — as reported		45,337			49,732			47,585			26,661			169,315
% of net sales		15.9	%		16.3	%		16.0	%		10.3	%		14.8	%
Adjustments — restructuring and asset impairment		—			429			633			7,209			8,271
Operating income — as adjusted		45,337			50,161			48,218			33,870			177,586
% of net sales		15.9	%		16.4	%		16.2	%		13.1	%		15.5	%