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Pentair Reports Third Quarter Net Income Per Share from Continuing Operations of $0.42; Adjusted EPS of $0.55, up 2%
10.21.2008

MINNEAPOLIS--(BUSINESS WIRE)--

    Pentair, Inc. (NYSE: PNR):
  • 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(a) EPS of $0.55, up 2 percent
  • Introduces fourth quarter guidance and updates full year guidance

(a) 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.

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.

"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.

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 10th 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.

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, 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
                    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%
                    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
======================================================================
                    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%
                    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)



In thousands, except per-   First Quarter Second Quarter Third Quarter
 share data                     2008           2008          2008
----------------------------------------------------------------------
Net sales                        $840,404      $ 909,757      $864,167
----------------------------------------------------------------------

Operating income - as
 reported                          96,819         95,002        83,650
   % of net sales                   11.5%          10.4%          9.7%
Adjustments                            --         23,140        15,480
----------------------------------------------------------------------
Operating income - as
 adjusted                          96,819        118,142        99,130
   % of net sales                   11.5%          13.0%         11.5%

Income from continuing
 operations - as reported          52,644        138,735        41,389
Adjustments - tax affected             --       (70,560)        13,260
----------------------------------------------------------------------
Income from continuing
 operations - as adjusted          52,644         68,175        54,649
======================================================================

Continuing earnings per
 common share - diluted
Diluted earnings per common
 share - as reported             $   0.53      $    1.39      $   0.42
Adjustments                            --         (0.71)          0.13
----------------------------------------------------------------------
Diluted earnings per common
 share - as adjusted             $   0.53      $    0.68      $   0.55
======================================================================

Weighted average common
 shares outstanding -
 Diluted                           99,558         99,509        99,319


                                     Fourth Quarter         Year
In thousands, except per-share data       2008              2008
----------------------------------------------------------------------
Net sales                           $840,000-$850,000  approx. $3,500M
----------------------------------------------------------------------

Operating income - as reported        43,000 - 47,000      318M - 322M
   % of net sales                         5.1% - 5.6%      9.1% - 9.3%
Adjustments                            approx. 53,000      approx. 92M
----------------------------------------------------------------------
Operating income - as adjusted       96,000 - 100,000      410M - 414M
   % of net sales                       11.3% - 11.9%    11.7% - 11.8%

Income from continuing operations -
 as reported                          17,000 - 20,000      250M - 253M
Adjustments - tax affected             approx. 35,000    approx. (22M)
----------------------------------------------------------------------
Income from continuing operations -
 as adjusted                          52,000 - 55,000      228M - 231M
======================================================================

Continuing earnings per common
 share - diluted
Diluted earnings per common share -
 as reported                        $    0.17 - $0.20   $ 2.51 - $2.54
Adjustments                              approx. 0.35   approx. (0.23)
----------------------------------------------------------------------
Diluted earnings per common share -
 as adjusted                        $    0.52 - $0.55   $ 2.28 - $2.31
======================================================================

Weighted average common shares         approx. 99,200   approx. 99,400
 outstanding - Diluted

                    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   Second    Third    Fourth
In thousands, except    Quarter  Quarter  Quarter   Quarter    Year
 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

                    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
In thousands                    2008           2008          2008
----------------------------------------------------------------------
Water
Net sales                       $554,944       $605,497      $566,328
----------------------------------------------------------------------

Operating income - as
 reported                         64,419         57,822        47,612
   % of net sales                   11.6%           9.5%          8.4%
Adjustments                           --         22,711        13,711
----------------------------------------------------------------------
Operating income - as
 adjusted                         64,419         80,533        61,323
   % of net sales                   11.6%          13.3%         10.8%


Technical Products
Net sales                       $285,460       $304,260      $297,839
----------------------------------------------------------------------

Operating income - as
 reported                         45,337         49,732        47,585
   % of net sales                   15.9%          16.3%         16.0%
Adjustments                           --            429           633
----------------------------------------------------------------------
Operating income - as
 adjusted                         45,337         50,161        48,218
   % of net sales                   15.9%          16.4%         16.2%



                                       Fourth Quarter        Year
In thousands                                2008             2008
----------------------------------------------------------------------
Water
Net sales                                                     approx.
                                     $560,000 - $570,000       $2,290M
----------------------------------------------------------------------

Operating income - as reported           15,000 - 19,000   185M - 189M
   % of net sales                            2.6% - 3.5%   8.1% - 8.3%
Adjustments                               approx. 45,000   approx. 81M
----------------------------------------------------------------------
Operating income - as adjusted           60,000 - 64,000   266M - 270M
   % of net sales                          10.4% - 11.5% 11.6% - 11.8%


Technical Products
Net sales                                                     approx.
                                     $280,000 - $285,000       $1,170M
----------------------------------------------------------------------

Operating income - as reported           38,000 - 40,000   181M - 183M
   % of net sales                          13.3% - 14.3% 15.4% - 15.7%
Adjustments                                approx. 5,000    approx. 6M
----------------------------------------------------------------------
Operating income - as adjusted           43,000 - 45,000   187M - 189M
   % of net sales                          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     Second    Third     Fourth
                    Quarter   Quarter   Quarter   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%

Source: Pentair, Inc.

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