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): October 21, 2008

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))

TABLE OF CONTENTS

EX-99.1

ITEM 2.02 Results of Operations and Financial Condition

On October 21, 2008, Pentair, Inc. (the “Company”) issued a press release announcing its earnings for the third quarter of 2008 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 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 margins and adjusted earnings per share eliminate (i) certain expenses incurred in the second and third quarters of 2008 to restructure certain operations of the Company by reducing capacity, closing facilities and reducing headcount, all as a result of the significant continuing downturn in residential end-markets in the Company’s water business, (ii) the impact of the additional reserve recorded for the Horizon litigation settlement and (iii) the gain on the transaction entered into with GE Water & Process Technologies, a unit of General Electric Company (“GE”), to combine GE’s and the Company’s respective global water softener and residential water filtration businesses. Adjusted earnings per share also eliminates the tax impact on the aforementioned items. 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 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, repurchase common stock and repay debt. In addition, free cash flow is used as a 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.

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 October 21, 2008 announcing the earnings results for the third quarter 2008.

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 October 21, 2008.

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 October 21, 2008

Exhibit
Number		Description
	99.1	Pentair, Inc. press release dated October 21, 2008 announcing the earnings results for the third quarter 2008.

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 Third Quarter Net Income Per Share from
Continuing Operations of $0.42; Adjusted EPS of $0.55, up 2%

• Reports third quarter sales of $864 million, up 5 percent versus the third quarter 2007

• Delivers earnings per share from continuing operations (EPS) of $0.42 on a reported basis and adjusted* EPS of $0.55, up 2 percent

• Introduces fourth quarter guidance and updates full year guidance

* Adjusted 2008 and 2007 EPS exclude the impact of gains/losses from acquisitions and divestitures, the settlement of the Horizon litigation and the negative impact associated with restructuring costs and other market related actions. Adjusted 2008 and 2007 Operating Income and Margins exclude the settlement of the Horizon litigation, the negative impact associated with restructuring costs and other market related actions in the respective period. 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. — October 21, 2008 — Pentair, Inc. (NYSE: PNR) today announced third quarter 2008 net earnings per diluted share from continuing operations (EPS) of $0.42. This represents a decrease of 29 percent as compared to the $0.59 of reported EPS from continuing operations in the third quarter last year. Current period results include a negative $0.13 per share impact from restructuring charges and other market-related actions. Adjusting for these items, third quarter 2008 EPS was $0.55, up two percent over year-earlier adjusted EPS of $0.54.

Total company sales increased five percent to $864 million, compared with $821 million in the third quarter of 2007. The company delivered third quarter operating income of $84 million. On an adjusted basis, the company delivered operating income of $99 million versus $102 million in the year-ago quarter. The company’s adjusted operating income includes the impact of approximately $6 million of integration, intangible amortization and inventory step-up expenses related to the second quarter 2008 transaction with GE Water & Process Technologies, a unit of the General Electric Company (GE), to combine the companies’ respective residential water filtration businesses. Overall, adjusted operating margins for the third quarter contracted 100 basis points to 11.5 percent. A positive 400 basis point impact from price and productivity did not offset a negative 500 basis point impact related to total inflation, foreign exchange and lower volumes.

Pentair generated free cash flow of $70 million for the quarter. Year-to-date, the company has generated $128 million of free cash flow. These figures exclude $23 million associated with the settlement of the Horizon litigation case. The company said it expects to achieve free cash flow greater than adjusted net income for 2008.

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“Overall, our businesses performed well in the third quarter as we navigated through increasingly more difficult and less predictable end-markets. Our strong balance sheet, with stable financing arrangements in place, enabled us to look past many of the credit issues troubling other firms and focus on our growth and productivity strategies,” said Randall J. Hogan, Pentair chairman and chief executive officer.

Third Quarter Business Highlights

The Water Group delivered $566 million in sales, up four percent year over year. Organic sales were flat; excluding the impact of foreign exchange, organic sales were down one percent driven by continuing softness in the North American residential markets and slowing Western European markets. In Asia, the Middle East and Eastern Europe, Water sales increased at double-digit rates.

• Global Flow Technologies sales were up seven percent versus the year-ago quarter, as sales of pump equipment for global commercial, municipal and agricultural markets outpaced declines in North American residential markets.

• Global Filtration sales grew ten percent, or down one percent excluding the increased sales associated with the recent transaction with GE in residential water filtration. Sales increases in the industrial filtration, food service and desalination vertical markets offset declines in the North American residential market.

• Global Pool and Spa sales were down ten percent as the prolonged decline in North American residential pool and spa markets continued to impact sales.

• International Water sales grew as demand in Asia-Pacific produced sales growth of 21 percent. Sales in Europe, Middle East and Africa were essentially flat versus last year as Western European economies slowed in the third quarter.

The Water Group’s third quarter reported operating income totaled $48 million, down 15 percent as compared to $56 million in the same period last year. In the quarter, the company had $14 million in pre-tax restructuring charges associated with severance from headcount reductions and costs related to facility rationalizations. Excluding these items, adjusted operating income was $61 million, down seven percent versus $66 million a year-ago. Adjusted operating margins of 10.8 percent were down 130 basis points as benefits from productivity, price and product mix did not offset the negative impact from inflation, volume declines, inventory step-up and integration expenses associated with the residential filtration business combination with GE.

Technical Products delivered third quarter 2008 sales of $298 million, an increase of eight percent versus the year-earlier period. Sales were up five percent excluding the impact of foreign exchange.

• Global Electrical sales were up nine percent, led by continued strength in several key vertical markets, price increases and new product introductions.

• Global Electronic sales were up seven percent. In Asia, electronic sales were up over 20 percent while sales in Europe were up five percent in local currencies. North American sales were down nine percent.

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Technical Products’ third quarter reported operating income totaled $48 million, up three percent compared to $46 million in the same quarter last year. Reported operating margins were 16.0 percent. Adjusting for a modest restructuring charge, operating margins were 16.2 percent, down 30 basis points versus the third quarter 2007. In the quarter, the benefits from volume, productivity and price did not fully offset the negative impact from inflation and foreign exchange.

“We continue to perform well in our respective markets. In the third quarter, our Technical Products business maintained outstanding market and financial momentum - achieving solid results even when compared against a record quarter a year ago. In our Water businesses, we continue to drive solid growth in our industrial, commercial and municipal Water markets globally to help compensate for severe declines in the North American residential market and slowing Western European markets,” Hogan said.

Outlook

The company introduced its fourth quarter reported 2008 EPS guidance range of $0.17 to $0.20. Adjusting for charges associated with restructuring, fourth quarter EPS is expected to be $0.52 to $0.55, approximately flat when compared against the fourth quarter 2007. The fourth quarter 2008 adjusted EPS range includes approximately $0.03 per share of expenses associated mainly with integration and intangibles amortization charges related to the GE residential filtration transaction.

The company updates its full year 2008 reported EPS guidance range to $2.51 to $2.54, up 18 to 20 percent versus reported full year 2007 EPS. Adjusting for the GE transaction gain, the settlement of the Horizon litigation, restructuring actions and the expenses incurred in connection with the August repurchase of $116 million of the company’s publicly-held bonds, full year EPS is expected to be $2.28 to $2.31, up about 10 percent versus adjusted full year 2007 EPS. The full year adjusted EPS guidance includes approximately $0.07 per share of expenses mainly associated with integration, inventory step-up, and intangibles amortization charges related to the GE residential filtration transaction.

“We expect our positive performance to continue in many of our non-residential and international Water and global Technical Products’ businesses. However, with more difficult economic conditions on the horizon, we are taking additional actions to improve our cost structure and better position the company to continue to control our own destiny,” Hogan said.

“We expect that unpredictable end-markets will soften sales volumes but we have a solid path to deliver full year earnings, which remains fundamentally the same as that which we have outlined in previous quarters. We have been battling very difficult residential end-markets for several years now, which gives us confidence we can continue to navigate challenging environments. Additionally, we remain committed to delivering on the long-term strategic outlook we presented at our September 10^th Investor and Analyst Day and we have not wavered from our multi-year outlook,” Hogan added.

Presentations regarding the company’s long-term strategic outlook discussed at the Pentair 2008 Investor and Analyst Day can be accessed at www.pentair.com/Investors.aspx.

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Earnings Conference Call

Pentair Chairman and CEO Randall J. Hogan and Chief Financial Officer John L. Stauch will discuss the Company’s performance and fourth quarter and full year 2008 guidance on a two-way conference call with investors at 12:00 p.m. Eastern today. Reconciliation of non-GAAP financial measures are set forth in the attachments to this third quarter 2008 earnings release and in the third quarter 2008 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.

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 continued economic growth, including the strength of housing and related markets; the ability to integrate acquisitions successfully and the risk that expected synergies 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 2007 revenues of $3.30 billion, Pentair employs approximately 16,000 people worldwide.

Pentair Contacts:
Todd Gleason	Rachael Jarosh
Vice President, Investor Relations	Vice President, Communications
Tel.: (763) 656-5570	Tel.: (763) 656-5280
E-mail:todd.gleason@pentair.com	E-mail: rachael.jarosh@pentair.com

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

	Three months ended						Nine months ended
	September 27			September 29			September 27			September 29
In thousands, except per-share data	2008			2007			2008			2007
Net sales	$	864,167		$	821,215		$	2,614,328		$	2,513,359
Cost of goods sold		608,854			576,519			1,829,622			1,753,183
Gross profit		255,313			244,696			784,706			760,176
% of net sales		29.5	%		29.8	%		30.0	%		30.2	%
Selling, general and administrative		154,972			137,100			439,929			428,463
% of net sales		17.9	%		16.7	%		16.8	%		17.0	%
Research and development		16,691			14,446			48,871			44,204
% of net sales		1.9	%		1.8	%		1.9	%		1.8	%
Legal settlement		—			—			20,435			—
Operating income		83,650			93,150			275,471			287,509
% of net sales		9.7	%		11.3	%		10.5	%		11.4	%
Other (income) expense:
Gain on sale of interest in subsidiaries		—			—			(109,648	)		—
Equity losses of unconsolidated subsidiary		669			845			2,433			1,838
Loss on early extinguishment of debt		4,611			—			4,611			—
Net interest expense		13,735			18,157			45,685			51,351
% of net sales		1.6	%		2.2	%		1.7	%		2.0	%
Income from continuing operations before income taxes and minority interest		64,635			74,148			332,390			234,320
% of net sales		7.5	%		9.0	%		12.7	%		9.3	%
Provision for income taxes		21,146			14,869			97,522			71,419
Effective tax rate		32.7	%		20.1	%		29.3	%		30.5	%
Minority interest		2,100			—			2,100			—
Income from continuing operations		41,389			59,279			232,768			162,901
Loss from discontinued operations, net of tax		—			(1,235	)		(1,217	)		(726	)
Gain (loss) on disposal of discontinued operations, net of tax		(269	)		—			(7,406	)		207
Net income	$	41,120		$	58,044		$	224,145		$	162,382
Earnings (loss) per common share
Basic
Continuing operations	$	0.42		$	0.60		$	2.37		$	1.65
Discontinued operations		—			(0.01	)		(0.08	)		(0.01	)
Basic earnings per common share	$	0.42		$	0.59		$	2.29		$	1.64
Diluted
Continuing operations	$	0.42		$	0.59		$	2.34		$	1.63
Discontinued operations		—			(0.01	)		(0.08	)		(0.01	)
Diluted earnings per common share	$	0.42		$	0.58		$	2.26		$	1.62
Weighted average common shares outstanding
Basic		97,827			98,747			98,049			98,859
Diluted		99,319			100,365			99,372			100,339
Cash dividends declared per common share	$	0.17		$	0.15		$	0.51		$	0.45

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

	September 27			December 31			September 29
In thousands	2008			2007			2007
Assets
Current assets
Cash and cash equivalents	$	93,544		$	70,795		$	56,555
Accounts and notes receivable, net		517,240			466,675			473,496
Inventories		430,386			392,416			395,638
Deferred tax assets		50,061			50,511			52,038
Prepaid expenses and other current assets		53,504			35,908			47,746
Current assets of discontinued operations		—			21,716			26,868
Total current assets		1,144,735			1,038,021			1,052,341
Property, plant and equipment, net		363,352			365,990			356,594
Other assets
Goodwill		2,134,031			2,004,720			1,989,620
Intangibles, net		539,133			491,263			492,732
Other		69,874			82,237			77,084
Non-current assets of discontinued operations		—			18,383			18,500
Total other assets		2,743,038			2,596,603			2,577,936
Total assets	$	4,251,125		$	4,000,614		$	3,986,871
Liabilities and Shareholders’ Equity
Current liabilities
Short-term borrowings	$	—		$	13,586		$	4,800
Current maturities of long-term debt		3,913			5,075			4,992
Accounts payable		225,928			229,937			204,360
Employee compensation and benefits		107,163			111,475			107,271
Current pension and post-retirement benefits		8,557			8,557			7,918
Accrued product claims and warranties		43,012			49,382			47,719
Income taxes		7,806			12,919			10,862
Accrued rebates and sales incentives		35,907			36,663			36,910
Other current liabilities		101,662			90,377			111,833
Current liabilities of discontinued operations		—			2,935			5,431
Total current liabilities		533,948			560,906			542,096
Other liabilities
Long-term debt		1,035,150			1,041,925			1,102,707
Pension and other retirement compensation		164,776			161,042			222,098
Post-retirement medical and other benefits		34,218			37,147			46,499
Long-term income taxes payable		25,356			21,306			18,214
Deferred tax liabilities		184,514			167,633			134,683
Other non-current liabilities		96,941			97,086			89,898
Non-current liabilities of discontinued operations		—			2,698			2,519
Total liabilities		2,074,903			2,089,743			2,158,714
Minority interest		120,230			—			—
Shareholders’ equity		2,055,992			1,910,871			1,828,157
Total liabilities and shareholders’ equity	$	4,251,125		$	4,000,614		$	3,986,871
Days sales in accounts receivable (13 month moving average)		56			53			54
Days inventory on hand (13 month moving average)		78			75			76
Days in accounts payable (13 month moving average)		57			54			54
Debt/total capital		33.6	%		35.7	%		37.8	%

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

	Nine months ended
	September 27			September 29
In thousands	2008			2007
Operating activities
Net income	$	224,145		$	162,382
Adjustments to reconcile net income to net cash provided by (used for) operating activities
(Income) loss from discontinued operations		1,217			726
(Gain) loss on disposal of discontinued operations		7,406			(207	)
Equity losses of unconsolidated subsidiary		2,433			1,838
Minority interest		2,100			—
Depreciation		45,759			45,538
Amortization		20,220			18,635
Deferred income taxes		25,927			(18,883	)
Stock compensation		15,948			17,071
Excess tax benefits from stock-based compensation		(1,617	)		(2,706	)
Gain on sale of investment		87			(2,195	)
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		(55,727	)		(27,927	)
Inventories		(26,518	)		13,973
Prepaid expenses and other current assets		(15,798	)		(8,681	)
Accounts payable		1,343			(1,088	)
Employee compensation and benefits		(7,471	)		3,037
Accrued product claims and warranties		(6,483	)		3,199
Income taxes		(5,792	)		(4,573	)
Other current liabilities		9,380			15,955
Pension and post-retirement benefits		592			7,924
Other assets and liabilities		13,146			7,396
Net cash provided by (used for) continuing operations		140,649			231,414
Net cash provided by (used for) operating activities of discontinued operations		(3,432	)		(2,081	)
Net cash provided by (used for) operating activities		137,217			229,333
Investing activities
Capital expenditures		(40,107	)		(45,163	)
Proceeds from sale of property and equipment		4,304			5,136
Acquisitions, net of cash acquired or received		(1,609	)		(486,264	)
Divestitures		29,526			—
Other		(7	)		(4,044	)
Net cash provided by (used for) investing activities		(7,893	)		(530,335	)
Financing activities
Net short-term borrowings (repayments)		(14,180	)		(10,378	)
Proceeds from long-term debt		479,405			1,147,132
Repayment of long-term debt		(486,492	)		(770,822	)
Debt issuance costs		(114	)		(1,876	)
Excess tax benefits from stock-based compensation		1,617			2,706
Proceeds from exercise of stock options		5,140			5,512
Repurchases of common stock		(37,342	)		(27,119	)
Dividends paid		(50,541	)		(44,986	)
Net cash provided by (used for) financing activities		(102,507	)		300,169
Effect of exchange rate changes on cash and cash equivalents		(4,068	)		2,568
Change in cash and cash equivalents		22,749			1,735
Cash and cash equivalents, beginning of period		70,795			54,820
Cash and cash equivalents, end of period	$	93,544		$	56,555
Free cash flow
Net cash provided by (used for) continuing operations	$	140,649		$	231,414
Capital expenditures		(40,107	)		(45,163	)
Proceeds from sale of property and equipment		4,304			5,136
Net cash — Horizon settlement		22,680			—
Free cash flow	$	127,526		$	191,387

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

	First Qtr			Second Qtr			Third Qtr			Nine Months
In thousands	2008			2008			2008			2008
Net sales to external customers
Water Group	$	554,944		$	605,497		$	566,328		$	1,726,769
Technical Products Group		285,460			304,260			297,839			887,559
Consolidated	$	840,404		$	909,757		$	864,167		$	2,614,328
Intersegment sales
Water Group	$	372		$	139		$	305		$	816
Technical Products Group		1,138			1,034			765			2,937
Other		(1,510	)		(1,173	)		(1,070	)		(3,753	)
Consolidated	$	—		$	—		$	—		$	—
Operating income (loss)
Water Group	$	64,419		$	57,822		$	47,612		$	169,853
Technical Products Group		45,337			49,732			47,585			142,654
Other		(12,937	)		(12,552	)		(11,547	)		(37,036	)
Consolidated	$	96,819		$	95,002		$	83,650		$	275,471
Operating income as a percent of net sales
Water Group		11.6	%		9.5	%		8.4	%		9.8	%
Technical Products Group		15.9	%		16.3	%		16.0	%		16.1	%
Consolidated		11.5	%		10.4	%		9.7	%		10.5	%

	First Qtr			Second Qtr			Third Qtr			Nine Months
In thousands	2007			2007			2007			2007
Net sales to external customers
Water Group	$	540,262		$	642,149		$	545,514		$	1,727,925
Technical Products Group		252,583			257,150			275,701			785,434
Other		—			—						—
Consolidated	$	792,845		$	899,299		$	821,215		$	2,513,359
Intersegment sales
Water Group	$	214		$	46		$	207		$	467
Technical Products Group		896			1,689			1,526			4,111
Other		(1,110	)		(1,735	)		(1,733	)		(4,578	)
Consolidated	$	—		$	—		$	—		$	—
Operating income (loss)
Water Group	$	62,426		$	89,195		$	56,061		$	207,682
Technical Products Group		31,631			36,140			46,237			114,008
Other		(12,558	)		(12,475	)		(9,148	)		(34,181	)
Consolidated	$	81,499		$	112,860		$	93,150		$	287,509
Operating income as a percent of net sales
Water Group		11.6	%		13.9	%		10.3	%		12.0	%
Technical Products Group		12.5	%		14.1	%		16.8	%		14.5	%
Consolidated		10.3	%		12.5	%		11.3	%		11.4	%

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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	$	840,404		$	909,757		$	864,167		$	840,000-$850,000		approx. $3,500M
Operating income — as reported		96,819			95,002			83,650			43,000 - 47,000			318M - 322M
% of net sales		11.5	%		10.4	%		9.7	%		5.1% - 5.6	%		9.1% - 9.3	%
Adjustments		—			23,140			15,480		approx. 53,000			approx. 92M
Operating income — as adjusted		96,819			118,142			99,130			96,000 - 100,000			410M - 414M
% of net sales		11.5	%		13.0	%		11.5	%		11.3% - 11.9	%		11.7% - 11.8	%
Income from continuing operations — as reported		52,644			138,735			41,389			17,000 - 20,000			250M - 253M
Adjustments — tax affected		—			(70,560	)		13,260		approx. 35,000			approx. (22M)
Income from continuing operations — as adjusted		52,644			68,175			54,649			52,000 - 55,000			228M - 231M
Continuing earnings per common share — diluted
Diluted earnings per common share — as reported	$	0.53		$	1.39		$	0.42		$	0.17 - $0.20		$	2.51 - $2.54
Adjustments		—			(0.71	)		0.13		approx. 0.35			approx. (0.23)
Diluted earnings per common share — as adjusted	$	0.53		$	0.68		$	0.55		$	0.52 - $0.55		$	2.28 - $2.31
Weighted average common shares outstanding — Diluted		99,558			99,509			99,319		approx. 99,200			approx. 99,400

Pentair, Inc. and Subsidiaries
Reconciliation of the GAAP “As Reported” year ending December 31, 2007 to the “Adjusted” non-GAAP
excluding the effect of 2007 adjustments (Unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Year
In thousands, except per-share data	2007			2007			2007			2007			2007
Net sales	$	792,845		$	899,299		$	821,215		$	817,518		$	3,330,877
Operating income — as reported		81,499			112,860			93,150			91,518			379,027
% of net sales		10.3	%		12.5	%		11.3	%		11.2	%		11.4	%
Adjustments		—			—			9,192			5,970			15,162
Operating income — as adjusted		81,499			112,860			102,342			97,488			394,189
% of net sales		10.3	%		12.5	%		12.5	%		11.9	%		11.8	%
Income from continuing operations — as reported		42,629			60,994			59,279			49,468			212,370
Adjustments — tax affected		—			—			6,246			3,881			10,127
Non-recurring tax items		(145	)		(83	)		(11,517	)		(1,073	)		(12,818	)
Income from continuing operations — as adjusted		42,484			60,911			54,008			52,276			209,679
Continuing earnings per common share — diluted
Diluted earnings per common share — as reported	$	0.42		$	0.61		$	0.59		$	0.50		$	2.12
Adjustments		—			—			(0.05	)		0.03			(0.02	)
Diluted earnings per common share — as adjusted	$	0.42		$	0.61		$	0.54		$	0.53		$	2.10
Weighted average common shares outstanding — Diluted		100,271			100,371			100,365			99,859			100,205

(more)

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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	$	554,944		$	605,497		$	566,328		$	560,000 - $570,000		approx. $2,290M
Operating income — as reported		64,419			57,822			47,612			15,000 - 19,000			185M - 189M
% of net sales		11.6	%		9.5	%		8.4	%		2.6% - 3.5	%		8.1% - 8.3	%
Adjustments		—			22,711			13,711		approx. 45,000			approx. 81M
Operating income — as adjusted		64,419			80,533			61,323			60,000-64,000			266M - 270M
% of net sales		11.6	%		13.3	%		10.8	%		10.4% - 11.5	%		11.6% - 11.8	%
Technical Products
Net sales	$	285,460		$	304,260		$	297,839		$	280,000 - $285,000		approx. $1,170M
Operating income — as reported		45,337			49,732			47,585			38,000-40,000			181M - 183M
% of net sales		15.9	%		16.3	%		16.0	%		13.3% - 14.3	%		15.4% - 15.7	%
Adjustments		—			429			633		approx. 5,000			approx. 6M
Operating income — as adjusted		45,337			50,161			48,218			43,000-45,000			187M - 189M
% of net sales		15.9	%		16.4	%		16.2	%		15.1% - 16.1	%		15.9% - 16.2	%

Pentair, Inc. and Subsidiaries
Reconciliation of the GAAP “As Reported” year ending December 31, 2007 to the “Adjusted” non-GAAP
excluding the effect of 2007 adjustments (Unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Year
In thousands	2007			2007			2007			2007			2007
Water
Net sales	$	540,262		$	642,149		$	545,514		$	552,819		$	2,280,744
Operating income — as reported		62,426			89,195			56,061			65,541			273,223
% of net sales		11.6	%		13.9	%		10.3	%		11.9	%		12.0	%
Adjustments		—			—			9,843			3,897			13,740
Operating income — as adjusted		62,426			89,195			65,904			69,438			286,963
% of net sales		11.6	%		13.9	%		12.1	%		12.6	%		12.6	%
Technical Products
Net sales	$	252,583		$	257,150		$	275,701		$	264,699		$	1,050,133
Operating income — as reported		31,631			36,140			46,237			39,578			153,586
% of net sales		12.5	%		14.1	%		16.8	%		15.0	%		14.6	%
Adjustments		—			—			(652	)		2,073			1,421
Operating income — as adjusted		31,631			36,140			45,585			41,651			155,007
% of net sales		12.5	%		14.1	%		16.5	%		15.7	%		14.8	%

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