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): January 30, 2003

Commission file number 1-11625

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)
1500 County Road B2 West, Suite 400, St. Paul, Minnesota	55113
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (651) 636-7920

Item 9.     Regulation FD Disclosure

On January 30, 2003, Pentair, Inc. (the Company) announced its consolidated financial results for the fourth quarter and year ended December 31, 2002. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.

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 January 31, 2003.

PENTAIR, INC.
Registrant
By	/s/     David D. Harrison
	David D. Harrison
	Executive Vice President and Chief Financial Officer (Chief Accounting Officer)

Exhibit Index

Exhibit	Description
99.1	Pentair, Inc. Press Release dated January 30, 2003.

EX-99.1

Exhibit 99.1

Pentair, Inc.

Waters Edge Plaza

1500 County Road B2 West

St. Paul, MN 55113

651 636 7920 Tel

651 639 5203 Fax

News Release

[PENTAIR LOGO]

For release at 5:00 A.M. CST

Contact: Mark Cain (651) 639-5278

Pentair’s Fourth Quarter 2002 EPS Rises 33% on 10% Sales Gain, Free Cash Flow Exceeds $214 Million for the Year

ST. PAUL, Minn. — January 30, 2003 — Pentair (NYSE: PNR) today announced fourth quarter 2002 earnings per share (EPS) of $0.57, a 33 percent gain over fourth quarter 2001 EPS of $0.43 (without goodwill amortization and restructuring charge). This performance exceeds analysts’ consensus EPS estimate of $0.55 by $0.02. Sales for the fourth quarter totaled $640.3 million, a 10 percent gain over sales in the same period in 2001. Full year free cash flow totaled $214.1 million, representing a 165 percent conversion of 2002 net income, and cash EPS of $4.30.

“The fourth quarter played out largely as expected, with slower sell-through at our major retail and industrial accounts, and continued constrained spending in machine tool, capital goods and technology markets,” said Randall J. Hogan, Pentair chairman and CEO. “These factors were mitigated by our supply management, lean enterprise, cash flow, and growth initiatives, as well as contributions from our newly acquired businesses.”

Pentair’s net sales for 2002 totaled $2,580.8 million, up slightly from the $2,574.1 million recorded in 2001. Operating income for the year totaled $236.0 million, versus $234.9 million, before goodwill amortization and restructuring charge, in 2001. EPS in 2002 totaled $2.61, an eight percent gain over 2001 EPS of $2.42 without goodwill amortization and restructuring charge. (On a reported basis, 2002 EPS was up 123 percent versus reported 2001 EPS of $1.17.) Pentair’s $214 million of free cash flow is net of approximately $23 million that was paid to bring a synthetic lease from a 1999 capital project onto the balance sheet.

In the Tools Group, fourth quarter 2002 sales of $270.7 million were eight percent higher than in the same period last year, while operating income of $24.6 million improved 12 percent on the same comparison. Fourth quarter operating income margins in the Group were 9.1 percent, representing an increase of 40 basis points over the fourth quarter 2001.

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Fourth quarter sales for the Tools Group were stronger than in 2001, benefiting from the Oldham Saw business, which was acquired in October 2002 and was accretive to earnings in the fourth quarter. Gains in operating income were due primarily to benefits generated by supply chain, lean enterprise, and cost reduction initiatives, somewhat offset by costs of promotional pricing programs and a mix shift to lower priced products.

The Tools Group continues to address margin expansion through cost productivity and working capital improvements, supplemented by accelerated new product development. Patent applications within the Group increased in 2002 from the prior year, and the time required to move new tools to market has been cut dramatically.

In the Water Technologies Group, fourth quarter sales of $231.8 million increased 20 percent versus the same period last year, benefiting from sales in the Pool business that had been delayed by the customer from the third quarter to the fourth quarter, as well as contributions from the Plymouth Products business, acquired in October of 2002. The Group’s operating income of $23.1 million was five percent higher than in the same period last year. CodeLine pressure vessels for international projects are now being sourced from Pentair’s facilities in India, which is expected to improve margins on large international water treatment projects. Headcount reductions within the Ashland, Ohio pump operations, coupled with accelerated lean enterprise and supply chain management activities, will build margins in the pump business during the first quarter of 2003.

In the Enclosures Group, sales of $137.7 million in the fourth quarter of 2002 were down two percent, reflecting continued weakness in capital spending and technology markets. Fourth quarter operating income of $9.5 million – up 176 percent, or 450 basis points, from the same period in 2001 – reflects the benefits of ongoing restructuring, Lean Enterprise practices, and working capital management. The fourth quarter was the Enclosure Group’s fourth consecutive quarter of margin improvement, gaining 60 basis points over the third quarter margins. Pentair said its Enclosures Group continues to pursue a goal of reaching double-digit margins.

Hogan said Pentair’s key operating initiatives – cash flow, lean enterprise practices, and supply management – have taken root and the Company is now executing plans designed to drive organic growth. These plans include exploring new business platforms within existing operations, expanding product lines, adding new channels, and entering new geographic markets.

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“We expect this emphasis on internal growth, coupled with revenues from potential future acquisitions, to return our growth rates to the high levels we recorded in the ‘90s,” Hogan said. “Considering how lean and efficient our operations are becoming, even a modest improvement in sales volume would improve our earnings significantly.”

Hogan said that assuming there is no change in the business environment in 2003, Pentair expects to deliver EPS of between $.50 and $.60 in the first quarter of 2003, compared to EPS of $0.43 in the first quarter of 2002, and between $2.90 and $3.05 in 2003. Free cash flow for the year is targeted at $200 million.

“We think that Pentair’s prospects for improving shareholder value in 2003 are excellent, and we’re anxious to prove what this leaner, more dynamic business can do for its shareholders, customers, and employees,” Hogan added.

A Pentair conference call scheduled for 11:00 a.m. CST today will be webcast live via http://www.pentair.com. The conference call, which can be found on the site’s “Financial Information” page, will be archived at the same location.

Pentair is a St. Paul-based manufacturer whose core businesses compete in tools, water technologies, and enclosures markets. The company employs 12,000 people in more than 50 locations around the world.

Any statements made about the company’s anticipated financial results are forward-looking statements subject to risks and uncertainties such as continued economic growth; retail and industrial demand; product introductions; and pricing and other competitive pressures. 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.

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Pentair, Inc. and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

	Fourth quarter						Year ended
In thousands, except per-share data	December 31 2002			December 31 2001			December 31 2002			December 31 2001
Net sales (2)	$	640,303		$	584,310		$	2,580,783		$	2,574,080
Cost of goods sold		486,556			442,222			1,965,076			1,967,945
Gross profit		153,747			142,088			615,707			606,135
% of net sales		24.0	%		24.3	%		23.9	%		23.5	%
Selling, general and administrative (1) (2)		89,276			100,234			342,806			377,098
% of net sales		13.9	%		17.2	%		13.3	%		14.6	%
Research and development		10,620			8,377			36,909			31,171
% of net sales		1.7	%		1.4	%		1.4	%		1.2	%
Restructuring charge		—			40,105			—			40,105
% of net sales		n/a			6.9	%		n/a			1.6	%
Operating income (loss)		53,851			(6,628	)		235,992			157,761
% of net sales		8.4	%		(1.1	%)		9.1	%		6.1	%
Net interest expense		11,134			13,122			43,545			61,488
% of net sales		1.7	%		2.2	%		1.7	%		2.4	%
Other expense, write-off of investment		—			485			—			2,985
% of net sales		n/a			0.1	%		n/a			0.1	%
Income (loss) from continuing operations before income taxes		42,717			(20,235	)		192,447			93,288
% of net sales		6.7	%		(3.5	%)		7.5	%		3.6	%
Provision for income taxes		14,632			(3,961	)		62,545			35,772
Effective tax rate		34.3	%		19.6	%		32.5	%		38.3	%
Income (loss) from continuing operations		28,085			(16,274	)		129,902			57,516
% of net sales		4.4	%		(2.8	%)		5.0	%		2.2	%
Loss on disposal of discontinued operations, net of tax		—			(24,647	)		—			(24,647	)
Net income (loss)	$	28,085		$	(40,921	)	$	129,902		$	32,869
Earnings per common share
Basic
Continuing operations	$	0.57		$	(0.33	)	$	2.64		$	1.17
Discontinued operations		—			(0.50	)		—			(0.50	)
Basic earnings per common share	$	0.57		$	(0.83	)	$	2.64		$	0.67
Diluted
Continuing operations	$	0.57		$	(0.33	)	$	2.61		$	1.17
Discontinued operations		—			(0.50	)		—			(0.50	)
Diluted earnings per common share	$	0.57		$	(0.83	)	$	2.61		$	0.67
Weighted average common shares outstanding
Basic		49,305			49,070			49,235			49,047
Diluted		49,552			49,376			49,744			49,297
Cash dividends declared per common share	$	0.19		$	0.18		$	0.74		$	0.70
Goodwill amortization disclosure (continuing operations)
Reported net income (loss)	$	28,085		$	(16,274	)	$	129,902		$	57,516
Add back goodwill amortization, net of tax		—			7,890			—			32,043
Adjusted net income (loss)	$	28,085		$	(8,384	)	$	129,902		$	89,559
Reported earnings per share – basic	$	0.57		$	(0.33	)	$	2.64		$	1.17
Goodwill amortization		—			0.16			—			0.65
Adjusted net earnings per share – basic	$	0.57		$	(0.17	)	$	2.64		$	1.82
Reported earnings per share – diluted	$	0.57		$	(0.33	)	$	2.61		$	1.17
Goodwill amortization		—			0.16			—			0.65
Adjusted net earnings per share – diluted	$	0.57		$	(0.17	)	$	2.61		$	1.82

⁽¹⁾ During the first quarter of 2002, we adopted SFAS 142 which requires that goodwill no longer be amortized. Selling, general and administrative (SG&A) expense for the fourth quarter and full year 2001 include $8,896 and $36,107 of goodwill amortization, respectively ($7,890 and $32,043 net of tax, or $0.16 and $0.65 per diluted share, respectively). SG&A expense for the fourth quarter and full year 2001 excluding the impact of goodwill amortization was $91,338 and $340,991, or 15.6% and 13.2% of sales, respectively.

⁽²⁾ We adopted Emerging Issues Task Force (EITF) Issue No. 01-9, Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products. This new guidance was effective for Pentair beginning January 1, 2002. EITF 01-9 requires that certain payments to our customers for cooperative advertising and certain sales incentive offers that were historically classified in selling, general and administrative expense be reclassified and shown as a reduction in net sales. EITF 01-9 also requires the reclassification of previously reported results of operations for periods prior to the adoption to conform to the current presentation.

Pentair, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

In thousands	December 31 2002			December 31 2001
Assets
Current assets
Cash and cash equivalents	$	39,648		$	39,844
Accounts and notes receivable, net		403,793			398,579
Inventories		293,202			300,923
Deferred income taxes		55,234			69,953
Prepaid expenses and other current assets		17,132			20,979
Net assets of discontinued operations		1,799			5,325
Total current assets		810,808			835,603
Property, plant and equipment, net		351,316			329,500
Goodwill		1,218,341			1,088,206
Other assets		133,985			118,889
Total assets	$	2,514,450		$	2,372,198
Liabilities and Shareholders’ Equity
Current liabilities
Short-term borrowings	$	686		$	—
Current maturities of long-term debt		8,340			8,729
Accounts and notes payable		171,709			179,149
Employee compensation and benefits		84,965			74,888
Accrued product claims and warranties		36,855			37,590
Income taxes		12,071			6,252
Other current liabilities		109,426			121,825
Total current liabilities		424,052			428,433
Long-term debt		726,059			714,977
Pension and other retirement compensation		124,301			74,263
Post-retirement medical and other benefits		42,815			43,583
Deferred income taxes		31,728			34,128
Other noncurrent liabilities		59,771			61,812
Total liabilities		1,408,726			1,357,196
Shareholders’ equity		1,105,724			1,015,002
Total liabilities and shareholders’ equity	$	2,514,450		$	2,372,198
Days sales in accounts receivable (13 month moving average)		59			65
Days inventory on hand (13 month moving average)		63			75
Days in accounts payable (13 month moving average)		53			59
Debt/total capital		39.9	%		41.6	%

We recorded a charge to shareholders’ equity of $29.2 million in the fourth quarter of 2002 as required under SFAS No. 87, “Employers’ Accounting for Pensions”, as the fair market value of the pension assets were less than the related accumulated benefit obligation.

Pentair, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Year ended
In thousands	December 31 2002			December 31 2001
Operating activities
Net income	$	129,902		$	32,869
Depreciation		58,833			62,674
Other amortization		4,089			5,568
Amortization of goodwill		—			36,107
Deferred income taxes		11,007			(5,315	)
Restructuring charge		—			41,060
Other expense, write-off of investment		—			2,985
Loss on disposal of discontinued operations		—			24,647
Changes in assets and liabilities, net of effects of business acquisitions
Accounts and notes receivable		25,535			70,890
Inventories		29,717			87,840
Prepaid expenses and other current assets		20,197			653
Accounts payable		(18,356	)		(69,321	)
Employee compensation and benefits		8,070			(13,185	)
Accrued product claims and warranties		(1,704	)		(4,468	)
Income taxes		5,863			9,942
Other current liabilities		(30,434	)		(50,758	)
Pension and post-retirement benefits (1)		15,030			17,199
Other assets and liabilities (2)		9,521			(7,205	)
Net cash provided by continuing operations		267,270			242,182
Net cash provided by (used for) discontinued operations		3,524			(9,848	)
Net cash provided by operating activities		270,794			232,334
Investing activities
Capital expenditures		(33,744	)		(53,668	)
Acquisition of previously leased facility		(22,952	)		—
Proceeds from sale of businesses		1,744			70,100
Acquisitions, net of cash acquired		(170,270	)		(1,937	)
Equity investments		(9,383	)		(25,438	)
Other		(7	)		(186	)
Net cash used for investing activities		(234,612	)		(11,129	)
Financing activities
Net repayments of debt		(4,897	)		(190,050	)
Proceeds from exercise of stock options		2,730			2,913
Repurchases of common stock		—			(1,458	)
Dividends paid		(36,420	)		(34,327	)
Net cash used for financing activities		(38,587	)		(222,922	)
Effect of exchange rate changes on cash		2,209			6,617
Change in cash and cash equivalents		(196	)		4,900
Cash and cash equivalents, beginning of period		39,844			34,944
Cash and cash equivalents, end of period	$	39,648		$	39,844
Free cash flow
Net cash provided by operating activities	$	270,794		$	232,334
Less capital expenditures (including buyout of synthetic lease)		(56,696	)		(53,668	)
Free cash flow	$	214,098		$	178,666
Weighted average common shares outstanding – diluted		49,744			49,297
Free cash flow per share	$	4.30		$	3.62

⁽¹⁾ Includes $15.3 million pension contribution in December 2002.

⁽²⁾ Includes $8.2 million cash received in September 2002 for the monetization of an interest rate swap agreement.

Pentair, Inc. and Subsidiaries

Supplemental Condensed Consolidated Statements of Income (Unaudited)

In thousands, except per-share data	First Qtr 2001			Second Qtr 2001			Third Qtr 2001			Fourth Qtr 2001			Year 2001
Net sales (1)	$	664,169		$	689,427		$	636,174		$	584,310		$	2,574,080
Cost of goods sold		507,396			531,294			487,033			442,222			1,967,945
Gross profit		156,773			158,133			149,141			142,088			606,135
% of net sales		23.6	%		22.9	%		23.4	%		24.3	%		23.5	%
Selling, general and administrative (1)		96,178			90,534			90,152			100,234			377,098
% of net sales		14.5	%		13.1	%		14.2	%		17.2	%		14.6	%
Research and development		7,739			7,250			7,805			8,377			31,171
% of net sales		1.2	%		1.1	%		1.2	%		1.4	%		1.2	%
Restructuring charge		—			—			—			40,105			40,105
% of net sales		n/a			n/a			n/a			6.9	%		1.6	%
Operating income (loss)		52,856			60,349			51,184			(6,628	)		157,761
% of net sales		8.0	%		8.8	%		8.0	%		(1.1	%)		6.1	%
Net interest expense		17,716			16,241			14,409			13,122			61,488
% of net sales		2.7	%		2.4	%		2.3	%		2.2	%		2.4	%
Other expense, write-off of investment		2,500			—			—			485			2,985
% of net sales		0.4	%		n/a			n/a			0.1	%		0.1	%
Income (loss) from continuing operations before income taxes		32,640			44,108			36,775			(20,235	)		93,288
% of net sales		4.9	%		6.4	%		5.8	%		(3.5	%)		3.6	%
Provision for income taxes		12,077			15,552			12,104			(3,961	)		35,772
Effective tax rate		37.0	%		35.3	%		32.9	%		19.6	%		38.3	%
Income (loss) from continuing operations		20,563			28,556			24,671			(16,274	)		57,516
% of net sales		3.1	%		4.1	%		3.9	%		(2.8	%)		2.2	%
Loss on disposal of discontinued operations, net of tax		—			—			—			(24,647	)		(24,647	)
Net income (loss)	$	20,563		$	28,556		$	24,671		$	(40,921	)	$	32,869
Earnings per common share
Basic
Continuing operations	$	0.42		$	0.58		$	0.50		$	(0.33	)	$	1.17
Discontinued operations		—			—			—			(0.50	)		(0.50	)
Basic earnings per common share	$	0.42		$	0.58		$	0.50		$	(0.83	)	$	0.67
Diluted
Continuing operations	$	0.42		$	0.58		$	0.50		$	(0.33	)	$	1.17
Discontinued operations		—			—			—			(0.50	)		(0.50	)
Diluted earnings per common share	$	0.42		$	0.58		$	0.50		$	(0.83	)	$	0.67
Weighted average common shares outstanding
Basic		49,006			49,032			49,082			49,070			49,047
Diluted		49,127			49,274			49,410			49,376			49,297
Cash dividends declared per common share	$	0.17		$	0.17		$	0.18		$	0.18		$	0.70
Goodwill amortization disclosure (continuing operations)
Reported net income	$	20,563		$	28,556		$	24,671		$	(16,274	)	$	57,516
Add back goodwill amortization, net of tax		8,000			8,200			7,953			7,890			32,043
Adjusted net income	$	28,563		$	36,756		$	32,624		$	(8,384	)	$	89,559
Reported earnings per share – basic	$	0.42		$	0.58		$	0.50		$	(0.33	)	$	1.17
Goodwill amortization		0.16			0.17			0.16			0.16			0.65
Adjusted net earnings per share – basic	$	0.58		$	0.75		$	0.66		$	(0.17	)	$	1.82
Reported earnings per share – diluted	$	0.42		$	0.58		$	0.50		$	(0.33	)	$	1.17
Goodwill amortization		0.16			0.17			0.16			0.16			0.65
Adjusted net earnings per share – diluted	$	0.58		$	0.75		$	0.66		$	(0.17	)	$	1.82

⁽¹⁾ Adjusted to give effect to the adoption of EITF 01-9.

Pentair, Inc. and Subsidiaries

Supplemental Financial Information by Reportable Business Segment (Unaudited)

In thousands	First Qtr 2002			Second Qtr 2002			Third Qtr 2002			Fourth Qtr 2002			Year 2002
Net sales to external customers (1)
Tools	$	252,092		$	303,771		$	265,732		$	270,736		$	1,092,331
Water		211,411			265,531			223,637			231,841			932,420
Enclosures		139,560			138,814			139,932			137,726			556,032
Corporate/other		—			—			—			—			—
Consolidated	$	603,063		$	708,116		$	629,301		$	640,303		$	2,580,783
Operating income (loss) as reported
Tools	$	16,686		$	30,837		$	25,479		$	24,596		$	97,598
Water		29,747			43,708			29,969			23,135			126,559
Enclosures		4,608			6,995			8,884			9,455			29,942
Other		(5,314	)		(6,948	)		(2,510	)		(3,335	)		(18,107	)
Consolidated	$	45,727		$	74,592		$	61,822		$	53,851		$	235,992
Restructuring charge
Tools	$	—		$	—		$	—		$	—		$	—
Water		—			—			—			—			—
Enclosures		—			—			—			—			—
Other		—			—			—			—			—
Consolidated	$	—		$	—		$	—		$	—		$	—
Goodwill amortization
Tools	$	—		$	—		$	—		$	—		$	—
Water		—			—			—			—			—
Enclosures		—			—			—			—			—
Total goodwill amortization		—			—			—			—			—
Other amortization		864			864			864			1,497			4,089
Total amortization	$	864		$	864		$	864		$	1,497		$	4,089
Operating income (loss) excluding restructuring charge and goodwill amortization
Tools	$	16,686		$	30,837		$	25,479		$	24,596		$	97,598
Water		29,747			43,708			29,969			23,135			126,559
Enclosures		4,608			6,995			8,884			9,455			29,942
Other		(5,314	)		(6,948	)		(2,510	)		(3,335	)		(18,107	)
Consolidated	$	45,727		$	74,592		$	61,822		$	53,851		$	235,992
Operating income (loss) before restructuring charge and goodwill amortization as a percent of net sales
Tools		6.6	%		10.2	%		9.6	%		9.1	%		8.9	%
Water		14.1	%		16.5	%		13.4	%		10.0	%		13.6	%
Enclosures		3.3	%		5.0	%		6.3	%		6.9	%		5.4	%
Consolidated		7.6	%		10.5	%		9.8	%		8.4	%		9.1	%

⁽¹⁾ Adjusted to give effect to the adoption of EITF 01-9.

Pentair, Inc. and Subsidiaries

Supplemental Financial Information by Reportable Business Segment (Unaudited)

In thousands	First Qtr 2001			Second Qtr 2001			Third Qtr 2001			Fourth Qtr 2001			Year 2001
Net sales to external customers (1)
Tools	$	234,404		$	274,419		$	241,487		$	251,335		$	1,001,645
Water		219,626			239,854			230,370			192,765			882,615
Enclosures		210,139			175,154			164,317			140,210			689,820
Corporate/other		—			—			—			—			—
Consolidated	$	664,169		$	689,427		$	636,174		$	584,310		$	2,574,080
Operating income (loss) as reported
Tools	$	7,863		$	18,218		$	17,524		$	19,627		$	63,232
Water		28,193			35,650			28,427			17,522			109,792
Enclosures		21,237			9,834			8,740			(37,954	)		1,857
Other		(4,437	)		(3,353	)		(3,507	)		(5,823	)		(17,120	)
Consolidated	$	52,856		$	60,349		$	51,184		$	(6,628	)	$	157,761
Restructuring charge
Tools	$	—		$	—		$	—		$	—		$	—
Water		—			—			—			—			—
Enclosures		—			—			—			39,382			39,382
Other		—			—			—			1,678			1,678
Consolidated (2)	$	—		$	—		$	—		$	41,060		$	41,060
Goodwill amortization
Tools	$	2,319		$	2,319		$	2,318		$	2,318		$	9,274
Water		4,549			4,859			4,575			4,577			18,560
Enclosures		2,146			2,060			2,066			2,001			8,273
Total goodwill amortization		9,014			9,238			8,959			8,896			36,107
Other amortization		870			1,443			1,442			1,813			5,568
Total amortization	$	9,884		$	10,681		$	10,401		$	10,709		$	41,675
Operating income (loss) excluding restructuring charge and goodwill amortization
Tools	$	10,182		$	20,537		$	19,842		$	21,945		$	72,506
Water		32,742			40,509			33,002			22,099			128,352
Enclosures		23,383			11,894			10,806			3,429			49,512
Other		(4,437	)		(3,353	)		(3,507	)		(4,145	)		(15,442	)
Consolidated	$	61,870		$	69,587		$	60,143		$	43,328		$	234,928
Operating income (loss) before restructuring charge and goodwill amortization as a percent of net sales
Tools		4.3	%		7.5	%		8.2	%		8.7	%		7.2	%
Water		14.9	%		16.9	%		14.3	%		11.5	%		14.5	%
Enclosures		11.1	%		6.8	%		6.6	%		2.4	%		7.2	%
Consolidated		9.3	%		10.1	%		9.5	%		7.4	%		9.1	%

⁽¹⁾ Adjusted to give effect to the adoption of EITF 01-9.

⁽²⁾ $955 thousand of the fourth quarter 2001 restructuring charge is included in cost of goods sold on the consolidated income statements for the write-down of inventory on certain product lines that were discontinued as a result of plant closures.

Pentair, Inc. and Subsidiaries

Additional Supplemental Financial Information (Unaudited)

In thousands	2000		1999		1998		1997		1996
Net sales to external customers (1)
Tools	$	1,029,658	$	850,327	$	644,226	$	559,907	$	467,464
Water		898,247		579,236		438,810		304,647		216,769
Enclosures		777,725		657,500		586,829		600,491		566,919
Other		—		—		—		128,136		133,360
Consolidated	$	2,705,630	$	2,087,063	$	1,669,865	$	1,593,181	$	1,384,512
Goodwill amortization
Tools	$	9,285	$	3,282	$	287	$	214	$	306
Water		18,074		12,714		7,793		7,363		4,920
Enclosures		9,097		8,413		5,832		5,576		5,667
Other		—		—		—		418		502
Total goodwill amortization		36,456		24,409		13,912		13,571		11,395
Other amortization		2,675		1,578		1,571		1,669		1,400
Total amortization	$	39,131	$	25,987	$	15,483	$	15,240	$	12,795
SG&A (1)	$	396,105	$	310,700	$	261,302	$	241,062	$	216,775

⁽¹⁾ Adjusted to give effect to the adoption of EITF 01-9.