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Pentair Reports Fourth Quarter and Full Year 2013 Results
01.28.2014

  • Fourth quarter sales of $1.9 billion. 

  • Fourth quarter adjusted EPS grew 62 percent to $0.86.  

  • Full year adjusted free cash flow exceeded 110 percent of adjusted net income. 

  • The company affirms 2014 EPS guidance of $3.85 - $4.00. 

Reconciliations of GAAP to Non-GAAP measures are in the attached financial tables.

SCHAFFHAUSEN, Switzerland - January 28, 2014- Pentair Ltd. (NYSE: PNR) today announced fourth quarter 2013 sales of $1.9 billion. Sales were up 10 percent compared to adjusted pro forma sales for the same period last year. Adjusted fourth quarter 2013 earnings per diluted share ("EPS") were $0.86, up 62 percent from adjusted pro forma EPS of $0.53 in the fourth quarter of last year. On a GAAP basis, the company reported EPS of $0.78 compared to a loss of $1.31 in the fourth quarter of 2012. Adjusted EPS and operating income exclude acquisition and redomicile-related expenses, repositioning costs, "mark-to-market" pension adjustment, impairments, gain on sale of businesses, and certain tax items.

Fourth quarter 2013 adjusted operating income was $249 million, up 50 percent compared to adjusted pro forma operating income for fourth quarter 2012, and adjusted operating margins were 13.0 percent, an expansion of 350 basis points when compared to adjusted pro forma 2012 operating margins. On a GAAP basis, the company reported operating income of $234 million.

For the full year, the company reported sales of $7.5 billion, adjusted operating income of $944 million, and adjusted EPS of $3.21.  On a GAAP basis, the company reported operating income of $774 million and EPS of $2.62.

Free cash flow was $244 million for the quarter and $751 million for the full year; which represented greater than 110 percent conversion of adjusted net income.

Pentair paid dividends of $0.25 per share in the fourth quarter of 2013. Pentair had previously announced on April 29, 2013 the approval by its shareholders of an ordinary cash dividend of $1.00 per share to be paid out of Pentair's capital contribution reserve in four equal quarterly installments of $0.25 in each of the third and fourth quarters of 2013 and the first and second quarters of 2014. Pentair has increased its dividend for 37 consecutive years.

"Pentair had a very good year with an extremely strong fourth quarter," said Randall J. Hogan, Pentair Chairman and Chief Executive Officer.  "The power of the Pentair Integrated Management System in delivering superior results through the first full year after our merger was clearly demonstrated, and we now look forward to year two of the 'new' Pentair."

FOURTH QUARTER BUSINESS HIGHLIGHTS

Unless otherwise indicated, all comparisons are year-over-year against 2012 adjusted results on a pro forma basis for the Flow Control acquisition. See attached reconciliations of these Non-GAAP measures.

Water & Fluid Solutions fourth quarter sales were $819 million, up 6 percent versus the prior year quarter.

  • Sales in the Residential & Commercial vertical, which accounted for roughly 50 percent of Water & Fluid Solutions revenue in the quarter, grew 9 percent.  

  • Sales in the Infrastructure vertical, which accounted for nearly 20 percent of Water & Fluid Solutions revenue in the quarter, were down 7 percent.  

  • Sales in the Food & Beverage vertical, which accounted for roughly 20 percent of Water & Fluid Solutions revenue in the quarter, grew 16 percent.  

Water & Fluid Solutions fourth quarter adjusted operating income of $92 million represented a 28 percent increase as compared to $72 million in the same period last year. Adjusted operating margins increased by 190 basis points to 11.3 percent. Price and productivity more than offset inflation in the quarter. Including repositioning and other charges, Water & Fluid Solutions reported a GAAP operating income of $76 million.

Valves & Controls delivered fourth quarter 2013 sales of $652 million, up 19 percent versus the prior year quarter. Backlog declined 1 percent to $1.4 billion compared to third quarter 2013.

  • Sales in the Energy vertical, which accounted for roughly 60 percent of Valves & Controls revenue in the quarter, increased 22 percent. Sales to the oil & gas industry were up 35 percent while sales to the mining industry decreased 2 percent.  Sales to the power industry increased 21 percent. 

  • Sales in the Industrial vertical, which accounted for nearly 40 percent of Valves & Controls revenue in the quarter, grew 15 percent. 

Valves & Controls delivered fourth quarter adjusted operating income of $79 million, up 88 percent compared to $42 million in the same quarter last year. Fourth quarter 2013 adjusted operating margins increased 450 basis points to 12.2 percent. Price and productivity more than offset inflation during the quarter. Including repositioning and other charges, Valves & Controls reported a GAAP operating income of $47 million in the fourth quarter.

Technical Solutions delivered fourth quarter 2013 sales of $450 million, up 6 percent versus the prior year quarter.

  • Sales in the Industrial vertical, which accounted for roughly 45 percent of Technical Solutions revenue in the quarter, grew 2 percent. 

  • Sales in the Energy vertical, which accounted for nearly 25 percent of Technical Solutions revenue in the quarter, increased 4 percent. 

  • Sales in the Residential & Commercial vertical, which accounted for roughly 15 percent of Technical Solutions revenue in the quarter, grew 14 percent. 

Technical Solutions delivered fourth quarter adjusted operating income of $99 million, up 28 percent compared to $78 million in the same quarter last year. Fourth quarter 2013 adjusted operating margins increased 380 basis points to 22.0 percent. Pricing and productivity gains driven by a better mix of standard products offset material and labor inflation. Including impairments, repositioning and other charges, Technical Solutions' fourth quarter reported GAAP operating income was $84 million.

OUTLOOK

The company affirmed its full year 2014 EPS outlook of $3.85 - $4.00.  On an adjusted basis, this would represent an increase of 22 percent over 2013 adjusted EPS of $3.21.  The company anticipates full year 2014 sales of $7.7 billion, or up approximately 3 to 5 percent over 2013 sales.  The company expects to generate free cash flow in excess of 105 percent of net income in 2014.

"Our performance this year, including our ability to over deliver on integration synergies, increases our confidence in delivering on our $5.00 EPS goal in 2015," said Hogan.

In addition, the company introduced first quarter 2014 EPS guidance of $0.70 - $0.73, up approximately 23 percent on an adjusted basis versus the same quarter last year's adjusted EPS.  The company expects first quarter revenue to be approximately $1.8 billion, which is up slightly compared to first quarter 2013 revenue.  

Beginning with the first quarter 2014 earnings release, the company will report results in four segments: Valves & Controls, Process Technologies, Flow Technologies and Technical Solutions.  

EARNINGS CONFERENCE CALL

Pentair Chairman and CEO Randall J. Hogan and Chief Financial Officer John L. Stauch will discuss the company's performance, fourth quarter and full year 2013 results, and 2014 outlook on a two-way conference call with investors at 9:00 a.m. Eastern today. A live audio webcast of the call, along with the related presentation, can be accessed in the Investors section of the company's website, www.pentair.com, shortly before the call begins. Reconciliations of non-GAAP financial measures are set forth in the attachments to this release and in the presentation, both of which can be found on Pentair's website. The webcast and presentation will be archived at the company's website following the conclusion of the event.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains statements that we believe to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets," "goals," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "should," "would," "positioned," "strategy," "future," "outlook," "opportunity" or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the ability to complete Pentair's change in place of incorporation and realize the expected benefits from such change and change in tax residency; the ability to successfully integrate the Flow Control business and achieve expected benefits from such combination; overall global economic and business conditions; competition and pricing pressures in the markets we serve; the strength of housing and related markets; volatility in currency exchange rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; increased risks associated with operating foreign businesses; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including in our Quarterly Report on Form 10-Q for the quarter ended September 28, 2013 and our 2012 Annual Report on Form 10-K. All forward-looking statements speak only as of the date of this communication. Pentair Ltd. assumes no obligation, and disclaims any obligation, to update the information contained in this communication.

ABOUT PENTAIR LTD.

Pentair Ltd. (www.pentair.com) delivers industry-leading products, services and solutions for its customers' diverse needs in water and other fluids, thermal management and equipment protection. With 2013 revenues of $7.5 billion, Pentair employs more than 30,000 people worldwide.

PENTAIR CONTACTS:

Jim Lucas
Vice President, Investor Relations
Direct: 763-656-5575
Email: jim.lucas@pentair.com

Rebecca Osborn
Senior Manager, External Communications
Direct: 763-656-5589
Email: rebecca.osborn@pentair.com

Pentair Ltd. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
Three months ended Twelve months ended
In millions, except per-share data December 31,
2013
December 31,
2012
December 31,
2013
December 31,
2012
Net sales $ 1,916.7 $ 1,750.9 $ 7,479.7 $ 4,416.1
Cost of goods sold 1,272.6 1,352.2 5,006.8 3,146.5
Gross profit 644.1 398.7 2,472.9 1,269.6
% of net sales 33.6 % 22.8 %   33.1 % 28.7 %
Selling, general and administrative 370.6 609.9 1,562.1 1,158.4
% of net sales 19.3 % 34.9 %   21.0 % 26.2 %
Research and development 28.7 32.2 125.8 93.6
% of net sales 1.5 % 1.8 %   1.7 % 2.1 %
Impairment of trade names 11.0 60.7 11.0 60.7
% of net sales 0.6 % 3.5 %   0.1 % 1.4 %
Operating income (loss) 233.8 (304.1 ) 774.0 (43.1 )
% of net sales 12.2 % (17.4 )%   10.3 % (1.0 )%
Other (income) expense:
Equity (income) loss of unconsolidated subsidiaries (0.2 ) 0.2 (1.8 ) (2.1 )
Gain on sale of businesses, net (2.9 ) - (19.7 ) -
Loss on early extinguishment of debt - 75.4 - 75.4
Net interest expense 16.5 18.1 69.1 67.6
% of net sales 0.9 % 1.0 %   0.9 % 1.5 %
Income (loss) before income taxes and noncontrolling interest 220.4 (397.8 ) 726.4 (184.0 )
Provision (benefit) for income taxes 60.7 (123.1 ) 183.8 (79.4 )
Effective tax rate 27.5 % 30.9 %   25.3 % 43.1 %
Net income (loss) before noncontrolling interest 159.7 (274.7 ) 542.6 (104.6 )
Noncontrolling interest 1.5 (1.6 ) 5.8 2.6
Net income (loss) attributable to Pentair Ltd. $ 158.2 $ (273.1 ) $ 536.8 $ (107.2 )
Earnings (loss) per common share attributable to Pentair Ltd.
Basic $ 0.80 $ (1.31 ) $ 2.67 $ (0.84 )
Diluted $ 0.78 $ (1.31 ) $ 2.62 $ (0.84 )
Weighted average common shares outstanding
Basic 198.1 208.4 201.1 127.4
Diluted 201.6 208.4 204.6 127.4
Cash dividends paid per common share $ 0.25 $ 0.22 $ 0.96 $ 0.88
Pentair Ltd. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
December 31,
2013
December 31,
2012
In millions
Assets
Current assets
Cash and cash equivalents $ 265.1 $ 261.3
Accounts and notes receivable, net 1,334.3 1,274.6
Inventories 1,243.3 1,333.9
Other current assets 389.4 334.5
Total current assets 3,232.1 3,204.3
Property, plant and equipment, net 1,170.0 1,188.2
Other assets
Goodwill 5,134.2 5,111.0
Intangibles, net 1,776.1 1,926.9
Other non-current assets 430.9 452.3
Total other assets 7,341.2 7,490.2
Total assets $ 11,743.3 $ 11,882.7
Liabilities and Equity
Current liabilities
Current maturities of long-term debt and short-term borrowings $ 2.5 $ 3.1
Accounts payable 596.6 567.0
Employee compensation and benefits 347.1 296.7
Other current liabilities 664.0 778.3
Total current liabilities 1,610.2 1,645.1
Other liabilities
Long-term debt 2,552.6 2,454.3
Pension and other post-retirement compensation and benefits 324.8 378.8
Deferred tax liabilities 580.6 421.9
Other non-current liabilities 457.4 495.1
Total liabilities 5,525.6 5,395.2
Equity 6,217.7 6,487.5
Total liabilities and equity $ 11,743.3 $ 11,882.7
Pentair Ltd. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
Twelve months ended
In millions December 31,
2013
December 31,
2012
Operating activities
Net income (loss) before noncontrolling interest $ 542.6 $ (104.6 )
Adjustments to reconcile net income (loss) before noncontrolling interest to net cash provided by (used for) operating activities
Equity income of unconsolidated subsidiaries (1.8 ) (2.1 )
Depreciation 148.9 87.8
Amortization 137.2 76.0
Deferred income taxes 81.4 (146.9 )
Gain on sale of businesses, net (19.7 ) -
Share-based compensation 31.1 35.8
Impairment of trade names and goodwill 11.0 60.7
Loss on early extinguishment of debt - 75.4
Excess tax benefits from share-based compensation (16.8 ) (5.0 )
Pension and other post-retirement expense (benefit) (31.3 ) 167.5
Pension and other post-retirement contributions (34.0 ) (238.0 )
Loss (gain) on sale of assets 3.4 (2.3 )
Changes in assets and liabilities, net of effects of business acquisitions
Accounts and notes receivable (91.1 ) 55.7
Inventories 67.7 125.1
Other current assets (10.5 ) (6.7 )
Accounts payable 36.4 (62.0 )
Employee compensation and benefits 56.7 (81.3 )
Other current liabilities (13.3 ) 27.2
Other non-current assets and liabilities 17.4 5.7
Net cash provided by (used for) operating activities 915.3 68.0
Investing activities
Capital expenditures (170.0 ) (94.5 )
Proceeds from sale of property and equipment 6.0 5.5
Proceeds from sale of businesses, net 43.5 -
Acquisitions, net of cash acquired (92.4 ) 470.5
Other 1.7 (5.9 )
Net cash provided by (used for) investing activities (211.2 ) 375.6
Financing activities
Net receipts (repayments) of short-term borrowings - (3.7 )
Net receipts of commercial paper and revolving long-term debt 104.2 253.8
Proceeds from long-term debt 0.7 594.3
Repayment of long-term debt (7.4 ) (617.2 )
Debt issuance costs (1.4 ) (9.7 )
Debt extinguishment costs - (74.8 )
Excess tax benefits from share-based compensation 16.8 5.0
Shares issued to employees, net of shares withheld 83.4 68.2
Repurchases of common shares (715.8 ) (334.2 )
Dividends paid (194.2 ) (112.4 )
Distribution to noncontrolling interest (2.0 ) (1.6 )
Net cash provided by (used for) financing activities (715.7 ) (232.3 )
Effect of exchange rate changes on cash and cash equivalents 15.4 (0.1 )
Change in cash and cash equivalents 3.8 211.2
Cash and cash equivalents, beginning of period 261.3 50.1
Cash and cash equivalents, end of period $ 265.1 $ 261.3
Free cash flow
Net cash provided by (used for) operating activities 915.3 68.0
Capital expenditures (170.0 ) (94.5 )
Proceeds from sale of property and equipment 6.0 5.5
Free cash flow $ 751.3 $ (21.0 )
Pentair Ltd. and Subsidiaries
Supplemental Financial Information by Reportable Segment (Unaudited)
2013
In millions First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Twelve
Months
Net sales
Water & Fluid Solutions $ 782.0 $ 949.8 $ 814.3 $ 818.8 $ 3,364.9
Valves & Controls 585.8 619.9 611.5 652.0 2,469.2
Technical Solutions 410.0 397.4 405.9 450.1 1,663.4
Other (3.3 ) (3.4 ) (6.9 ) (4.2 ) (17.8 )
Consolidated $ 1,774.5 $ 1,963.7 $ 1,824.8 $ 1,916.7 $ 7,479.7
Operating income (loss)
Water & Fluid Solutions $ 74.8 $ 136.1 $ 105.9 $ 76.0 $ 392.8
Valves & Controls (18.6 ) 56.9 76.6 46.5 161.4
Technical Solutions 53.3 65.1 82.2 84.4 285.0
Other (35.2 ) (32.2 ) (24.7 ) 26.9 (65.2 )
Consolidated $ 74.3 $ 225.9 $ 240.0 $ 233.8 $ 774.0
Operating income (loss) as a percent of net sales
Water & Fluid Solutions 9.6 % 14.3 % 13.0 % 9.3 % 11.7 %
Valves & Controls (3.2 )% 9.2 % 12.5 % 7.1 % 6.5 %
Technical Solutions 13.0 % 16.4 % 20.3 % 18.8 % 17.1 %
Consolidated 4.2 % 11.5 % 13.2 % 12.2 % 10.3 %
2012
In millions First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Twelve
Months
Net sales
Water & Fluid Solutions $ 587.1 $ 675.4 $ 605.5 $ 771.2 $ 2,639.2
Valves & Controls - - - 548.6 548.6
Technical Solutions 272.6 267.5 261.5 434.8 1,236.4
Other (1.5 ) (1.4 ) (1.5 ) (3.7 ) (8.1 )
Consolidated $ 858.2 $ 941.5 $ 865.5 $ 1,750.9 $ 4,416.1
Operating income (loss)
Water & Fluid Solutions $ 63.7 $ 92.0 $ 69.2 $ (56.9 ) $ 168.0
Valves & Controls - - - (76.8 ) (76.8 )
Technical Solutions 50.5 50.6 52.3 11.6 165.0
Other (27.7 ) (23.3 ) (66.3 ) (182.0 ) (299.3 )
Consolidated $ 86.5 $ 119.3 $ 55.2 $ (304.1 ) $ (43.1 )
Operating income (loss) as a percent of net sales
Water & Fluid Solutions 10.8 % 13.6 % 11.4 % (7.4 )% 6.4 %
Valves & Controls - % - % - % (14.0 )% (14.0 )%
Technical Solutions 18.5 % 18.9 % 20.0 % 2.7 % 13.3 %
Consolidated 10.1 % 12.7 % 6.4 % (17.4 )% (1.0 )%

Pentair Ltd. and Subsidiaries
Reconciliation of the GAAP "As Reported" year ended December 31, 2013 to the "Adjusted" non-GAAP
excluding the effect of 2013 adjustments (Unaudited)
In millions, except per-share data First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
Total Pentair
Net sales $ 1,774.5 $ 1,963.7 $ 1,824.8 $ 1,916.7 $ 7,479.7
Operating income-as reported 74.3 225.9 240.0 233.8 774.0
% of net sales 4.2 % 11.5 % 13.2 % 12.2 %   10.3 %
Adjustments:
Inventory step-up and customer backlog 76.8 10.1 - - 86.9
Restructuring and other 27.4 32.4 8.7 61.6 130.1
Pension and other post-retirement mark-to-market gain - - - (63.2 ) (63.2 )
Trade name impairment - - - 11.0 11.0
Redomicile related expenses - - - 5.4 5.4
Operating income-as adjusted 178.5 268.4 248.7 248.6 944.2
% of net sales 10.1 % 13.7 % 13.6 % 13.0 %   12.6 %
Net income attributable to Pentair Ltd.-as reported 51.7 154.1 172.8 158.2 536.8
Gain on sale of businesses, net of tax (12.5 ) - - (2.2 ) (14.7 )
Interest expense, net of tax - 1.6 - - 1.6
Adjustments, net of tax 80.8 33.5 1.1 18.0 133.4
Net income attributable to Pentair Ltd.-as adjusted $ 120.0 $ 189.2 $ 173.9 $ 174.0 $ 657.1
Earnings per common share attributable to Pentair Ltd.-diluted
Diluted earnings per common share-as reported $ 0.25 $ 0.75 $ 0.85 $ 0.78 $ 2.62
Adjustments 0.33 0.17 0.01 0.08 0.59
Diluted earnings per common share-as adjusted $ 0.58 $ 0.92 $ 0.86 $ 0.86 $ 3.21
Pentair Ltd. and Subsidiaries
Reconciliation of the GAAP "As Reported" year ended December 31, 2013 to the "Adjusted" non-GAAP
excluding the effect of 2013 adjustments - current segmentation (Unaudited)
In millions First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
Water & Fluid Solutions
Net sales $ 782.0 $ 949.8 $ 814.3 $ 818.8 $ 3,364.9
Operating income-as reported 74.8 136.1 105.9 76.0 392.8
% of net sales 9.6 % 14.3 % 13.0 % 9.3 %   11.6 %
Adjustments:
Restructuring and other 7.5 6.6 3.5 16.2 33.8
Inventory step-up and customer backlog 0.6 0.2 - - 0.8
Operating income-as adjusted 82.9 142.9 109.4 92.2 427.4
% of net sales 10.6 % 15.0 % 13.4 % 11.3 %   12.6 %
Valves & Controls
Net sales $ 585.8 $ 619.9 $ 611.5 $ 652.0 $ 2,469.2
Operating income (loss)-as reported (18.6 ) 56.9 76.6 46.5 161.4
% of net sales (3.2 )% 9.2 % 12.5 % 7.1 %   6.5 %
Adjustments:
Restructuring and other 7.3 17.0 3.7 32.8 60.8
Inventory step-up and customer backlog 70.6 10.0 - - 80.6
Operating income-as adjusted 59.3 83.9 80.3 79.3 302.8
% of net sales 10.1 % 13.5 % 13.1 % 12.2 %   12.3 %
Technical Solutions
Net sales $ 410.0 $ 397.4 $ 405.9 $ 450.1 $ 1,663.4
Operating income-as reported 53.3 65.1 82.2 84.4 285.0
% of net sales 13.0 % 16.4 % 20.3 % 18.8 %   17.1 %
Adjustments:
Restructuring and other 10.7 4.9 1.5 3.6 20.7
Trade name impairment - - - 11.0 11.0
Inventory step-up and customer backlog 5.7 - - - 5.7
Operating income-as adjusted 69.7 70.0 83.7 99.0 322.4
% of net sales 17.0 % 17.6 % 20.6 % 22.0 %   19.4 %

Pentair Ltd. and Subsidiaries
Reconciliation of the GAAP "As Reported" year ended December 31, 2013 to the "Adjusted" non-GAAP
excluding the effect of 2013 adjustments - future segmentation (Unaudited)
In millions First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
Valves & Controls
Net sales $ 585.8 $ 619.9 $ 611.5 $ 652.0 $ 2,469.2
Operating income (loss)-as reported (18.6 ) 56.9 76.6 46.5 161.4
% of net sales (3.2 )% 9.2 % 12.5 % 7.1 %   6.5 %
Adjustments:
Restructuring and other 7.3 17.0 3.7 32.8 60.8
Inventory step-up and customer backlog 70.6 10.0 - - 80.6
Operating income-as adjusted 59.3 83.9 80.3 79.3 302.8
% of net sales 10.1 % 13.5 % 13.1 % 12.2 %   12.3 %
Process Technologies
Net sales $ 396.6 $ 477.6 $ 421.2 $ 470.5 $ 1,765.9
Operating income-as reported 45.1 75.1 57.1 65.9 243.2
% of net sales 11.4 % 15.7 % 13.6 % 9.3 %   13.7 %
Adjustments:
Restructuring and other 2.4 2.7 2.8 1.7 9.6
Inventory step-up and customer backlog 0.4 - - - 0.4
Operating income-as adjusted 47.9 77.8 59.9 92.2 253.2
% of net sales 12.1 % 16.3 % 14.2 % 11.3 %   14.2 %
Flow Technologies
Net sales $ 390.6 $ 478.2 $ 397.2 $ 352.5 $ 1,618.5
Operating income-as reported 29.7 61.0 48.8 10.2 149.7
% of net sales 7.6 % 12.8 % 12.3 % 7.1 %   9.2 %
Adjustments:
Restructuring and other 5.1 3.9 0.7 14.4 24.1
Inventory step-up and customer backlog 0.2 0.2 - - 0.4
Operating income-as adjusted 35.0 65.1 49.5 79.3 174.2
% of net sales 9.0 % 13.6 % 12.5 % 12.2 %   10.8 %
Technical Solutions
Net sales $ 410.0 $ 397.4 $ 405.9 $ 450.1 $ 1,663.4
Operating income-as reported 53.3 65.1 82.2 84.4 285.0
% of net sales 13.0 % 16.4 % 20.3 % 18.8 %   17.1 %
Adjustments:
Restructuring and other 10.7 4.9 1.5 3.6 20.7
Trade name impairment - - - 11.0 11.0
Inventory step-up and customer backlog 5.7 - - - 5.7
Operating income-as adjusted 69.7 70.0 83.7 99.0 322.4
% of net sales 17.0 % 17.6 % 20.6 % 22.0 %   19.4 %

Pentair Ltd. and Subsidiaries
Reconciliation of the GAAP "As Reported" year ended December 31, 2012 to the "Adjusted" non-GAAP
excluding the effect of 2012 adjustments (Unaudited)
In millions, except per-share data First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
Total Pentair
Net sales $ 858.2 $ 941.5 $ 865.5 $ 1,750.9 $ 4,416.1
Operating income (loss)-as reported 86.5 119.3 55.2 (304.1 ) (43.1 )
% of net sales 10.1 % 12.7 % 6.4 % (17.4 )%   (1.0 )%
Adjustments:
Deal related costs and expenses 11.8 6.3 52.7 12.0 82.8
Inventory step-up and customer backlog - - - 179.6 179.6
Restructuring - 10.4 1.1 55.3 66.8
Trade name impairment - - - 60.7 60.7
Change in accounting method - pension and post-retirement (1.5 ) (1.5 ) (1.5 ) 146.2 141.7
Operating income-as adjusted 96.8 134.5 107.5 149.7 488.5
% of net sales 11.3 % 14.3 % 12.4 % 8.5 %   11.1 %
Net income (loss) attributable to Pentair Ltd.-as reported 61.7 72.8 31.4 (273.1 ) (107.2 )
Bond redemption and interest expense (0.8 ) - 1.8 51.9 52.9
Other adjustments, net of tax 3.0 10.9 32.3 320.9 367.1
Net income attributable to Pentair Ltd.-as adjusted $ 63.9 $ 83.7 $ 65.5 $ 99.7 $ 312.8
Earnings per common share attributable to Pentair Ltd.-diluted
Diluted earnings (loss) per common share-as reported $ 0.62 $ 0.72 $ 0.31 $ (1.31 ) $ (0.84 )
Adjustments 0.02 0.11 0.33 1.78 3.23
Diluted earnings per common share-as adjusted $ 0.64 $ 0.83 $ 0.64 $ 0.47 $ 2.39
Pentair Ltd. and Subsidiaries
Reconciliation of the GAAP "As Reported" year ended December 31, 2012 to the "Adjusted" non-GAAP
excluding the effect of 2012 adjustments (Unaudited)
 
In millions First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
Water & Fluid Solutions
Net sales $ 587.1 $ 675.4 $ 605.5 $ 771.2 $ 2,639.2
Operating income (loss)-as reported 63.7 92.0 69.2 (56.9 ) 168.0
% of net sales 10.8 % 13.6 % 11.4 % (7.4 )%   6.4 %
Adjustments:
Restructuring - 6.9 1.1 42.5 50.5
Inventory step-up and customer backlog - - - 23.4 23.4
Trade name impairment - - - 49.1 49.1
Operating income-as adjusted 63.7 98.9 70.3 58.1 291.0
% of net sales 10.8 % 14.6 % 11.6 % 7.5 %   11.0 %
Valves & Controls
Net sales $ - $ - $ - $ 548.6 $ 548.6
Operating income (loss)-as reported - - - (76.8 ) (76.8 )
% of net sales - % - % - % (14.0 )%   (14.0 )%
Adjustments:
Restructuring - - - 5.1 5.1
Inventory step-up and customer backlog - - - 113.5 113.5
Operating income-as adjusted - - - 41.8 41.8
% of net sales - % - % - % 7.6 %   7.6 %
Technical Solutions
Net sales $ 272.6 $ 267.5 $ 261.5 $ 434.8 $ 1,236.4
Operating income-as reported 50.5 50.6 52.3 11.6 165.0
% of net sales 18.5 % 18.9 % 20.0 % 2.7 %   13.3 %
Adjustments:
Restructuring - 3.1 - 9.7 12.8
Inventory step-up and customer backlog - - - 42.7 42.7
Trade name impairment - - - 11.6 11.6
Operating income-as adjusted 50.5 53.7 52.3 75.6 232.1
% of net sales 18.5 % 20.1 % 20.0 % 17.4 %   18.8 %

Pro Forma Reconciliation
Pro Forma Adjustments
2012 Total Pentair
(in millions, except EPS)
Historical
Adjusted
Results
Historical
Flow Control
Acquisition
Depreciation
&
Amortization
Other
Adjustments
Adjusted
Pro Forma
Results
First Quarter
Sales $ 858.2 $ 995.9 $ - $ (74.0 ) $ 1,780.1
Operating Income 96.8 124.9 (17.1 ) (32.2 ) 172.4
Net Income 64.0 93.7 (12.8 ) (28.1 ) 116.8
Diluted EPS 0.64 0.44 (0.06 ) (0.48 ) 0.54
Second Quarter
Sales 941.5 980.8 - (33.2 ) 1,889.1
Operating Income 134.5 143.5 (17.2 ) (24.0 ) 236.8
Net Income 83.7 107.6 (12.9 ) (14.0 ) 164.4
Diluted EPS 0.83 0.50 (0.06 ) (0.50 ) 0.77
Third Quarter
Sales 865.5 1,019.8 - (16.0 ) 1,869.3
Operating Income 107.5 119.9 (17.3 ) 5.5 215.6
Net Income 65.5 89.9 (13.0 ) 6.4 148.8
Diluted EPS 0.64 0.42 (0.06 ) (0.31 ) 0.69
Fourth Quarter
Sales 1,750.9 - - (7.1 ) 1,743.8
Operating Income 149.7 - - 16.6 166.3
Net Income 99.7 - - 12.7 112.4
Diluted EPS 0.47 - - 0.06 0.53
Full Year
Sales 4,416.1 2,996.5 - (130.3 ) 7,282.3
Operating Income 488.5 388.3 (51.6 ) (34.1 ) 791.1
Net Income 312.9 291.3 (38.7 ) (23.1 ) 542.4
Diluted EPS 2.39 1.36 (0.18 ) (1.03 ) 2.54

Note: "Other" adjustments represent the elimination of certain large projects and sales to sanctioned countries (which were terminated prior to the completion of the Flow Control acquisition), changes in corporate allocation assumptions, income taxes and share count.

Pro Forma Reconciliation
Pro Forma Adjustments
2012 Water & Fluid Solutions Segment
(in millions)
Historical
Adjusted
Results
Historical
Flow Control
Acquisition
Depreciation
&
Amortization
Other
Adjustments
Adjusted
Pro Forma
Results
First Quarter
Sales $ 587.1 $ 163.4 $ - $ (0.1 ) $ 750.4
Operating Income 63.7 11.1 (0.1 ) (1.8 ) 72.9
Second Quarter
Sales 675.4 202.3 - 0.1 877.8
Operating Income 98.9 24.3 (0.1 ) (1.7 ) 121.4
Third Quarter
Sales 605.5 202.1 - (0.1 ) 807.5
Operating Income 70.3 14.9 (0.1 ) 0.6 85.7
Fourth Quarter
Sales 771.2 - - (0.7 ) 770.5
Operating Income 58.1 - - 14.2 72.3
Full Year
Sales 2,639.2 567.8 - (0.8 ) 3,206.2
Operating Income 291.0 50.3 (0.3 ) 11.2 352.2

Note: "Other" adjustments represent changes in corporate allocation assumptions.

Pro Forma Reconciliation
Pro Forma Adjustments
2012 Valves & Controls Segment
(in millions)
Historical
Adjusted
Results
Historical
Flow Control
Acquisition
Depreciation
&
Amortization
Other
Adjustments
Adjusted
Pro Forma
Results
First Quarter
Sales $ - $ 621.3 $ - $ (12.7 ) $ 608.6
Operating Income - 83.7 (12.3 ) (10.6 ) 60.8
Second Quarter
Sales - 602.4 - (5.0 ) 597.4
Operating Income - 93.1 (12.4 ) (9.8 ) 70.9
Third Quarter
Sales - 629.6 - (9.5 ) 620.1
Operating Income - 70.9 (12.5 ) 11.3 69.7
Fourth Quarter
Sales 548.6 - - (1.9 ) 546.7
Operating Income 41.8 - - 0.4 42.2
Full Year
Sales 548.6 1,853.3 - (29.1 ) 2,372.8
Operating Income 41.8 247.7 (37.2 ) (8.7 ) 243.6

Note: "Other" adjustments represent the elimination of sales to sanctioned countries (which were terminated prior to the completion of the Flow Control acquisition) and changes in corporate allocation assumptions.

Pro Forma Reconciliation
Pro Forma Adjustments
2012 Technical Solutions Segment
(in millions)
Historical
Adjusted
Results
Historical
Flow Control
Acquisition
Depreciation
&
Amortization
Other
Adjustments
Adjusted
Pro Forma
Results
First Quarter
Sales $ 272.6 $ 211.2 $ - $ (62.7 ) $ 421.1
Operating Income 50.5 35.8 (4.7 ) (19.7 ) 61.9
Second Quarter
Sales 267.5 176.1 - (29.8 ) 413.8
Operating Income 53.7 27.9 (4.7 ) (12.4 ) 64.5
Third Quarter
Sales 261.5 188.1 - (7.9 ) 441.7
Operating Income 52.3 39.0 (4.7 ) (6.4 ) 80.2
Fourth Quarter
Sales 434.8 - - (8.3 ) 426.5
Operating Income 75.6 - - 2.0 77.6
Full Year
Sales 1,236.4 575.4 - (108.6 ) 1,703.2
Operating Income 232.1 102.7 (14.1 ) (36.6 ) 284.1

Note: "Other" adjustments represent the elimination of certain large projects and changes in corporate allocation assumptions.


HUG#1757427
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