Cuno 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.2

Introduction to Pro Forma Financial Statements

The following unaudited pro forma financial statements give effect to the acquisition by CUNO Incorporated of WTC Industries, Inc. and Subsidiary (WTC) in a transaction to be accounted for as a purchase. The unaudited pro forma balance sheet is based on the individual balance sheets of CUNO Incorporated and WTC and has been prepared to reflect the acquisition by CUNO Incorporated of WTC as if the acquisition was consummated on July 31, 2004.

The unaudited combined balance sheet for WTC has been presented as of July 2, 2004 and the CUNO combined balance sheet has been presented as of July 31, 2004.

The unaudited pro forma statements of income are based on the individual statements of income of CUNO Incorporated and WTC and combines the results of operations of CUNO Incorporated and WTC (acquired by CUNO Incorporated as of August 2, 2004) for the year ended October 31, 2003 and the nine months ended July 31, 2004 as if the acquisition was consummated on November 1, 2002 and carried through to July 31, 2004.

The unaudited statement of income of WTC for the twelve months ended September 30, 2003 has been adjusted to conform to the fiscal year of CUNO by deducting the three months ended December 31, 2003 from and adding the three months ended December 31, 2002 to the fiscal year of WTC for the twelve months ended December 31, 2003. The unaudited statement of income of WTC for the nine months ended July 2, 2004 has also been adjusted to conform to the fiscal year of CUNO by adding the three months ended December 31, 2003 to the six months ended July 2, 2004.

These unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of CUNO Incorporated and WTC filed in forms 10-K and 10-Q with the Securities and Exchange Commission.

F-16

CUNO Incorporated
Pro Forma Combined Balance Sheet (unaudited)
(in thousands, except share amounts)

							Pro Forma
				WTC
	CUNO			Industries			Acquisition
	July 31,			July 2,			Adjustments
	2004			2004			(Note 2)			Combined
Assets
Current assets
Cash and cash equivalents	$	54,030		$	125		$	(23,174	) (a)	$	30,981
Accounts receivable, net		74,067			10,632			—			84,699
Inventories, net		39,448			2,843			268	(b)		42,559
Deferred income taxes		9,494			437			2,130	(c)		12,061
Prepaid expenses and other current assets		7,019			355			265	(k)		7,639
Total current assets		184,058			14,392			(20,511	)		177,939
Noncurrent assets
Deferred income taxes		1,395			—						1,395
Goodwill, net		30,999			—			69,370	(d)		100,369
Other intangible assets		5,534			2,146			25,854	(e)		33,534
Prepaid pension costs		7,923			—			—			7,923
Other noncurrent assets		4,064			397			497	(f)		4,958
Property, plant and equipment, net		90,448			7,921			(643	) (g)		97,726
Total assets	$	324,421		$	24,856		$	74,567		$	423,844
Liabilities and Stockholders’ Equity
Current liabilities
Current portion of long-term debt	$	227		$	2,975		$	(2,975	) (h)	$	227
Bank loans		11,270			3,654			(3,654	) (h)		11,270
Accounts payable		28,549			4,189			—			32,738
Accrued payroll and related taxes		15,695			581			1,290	(i)		17,566
Other accrued expenses		9,694			289			—			9,983
Accrued income taxes		5,741			—			—			5,741
Total current liabilities		71,176			11,688			(5,339	)		77,525
Noncurrent liabilities											—
Long-term debt, less current portion		602			3,963			85,037	(h)		89,602
Deferred income taxes		10,922			91			3,983	(c)		14,996
Accrued pension liability		5,680			—			—			5,680
Other long-term liabilities		463			—			—			463
Total noncurrent liabilities		17,667			4,054			89,020			110,741
Stockholders’ equity
Preferred Stock, $.001 par value; 2,000,000 shares authorized, no shares issued		—									—
Common Stock, $.001 par value; 50,000,000 shares authorized, 16,961,527 and 16,863,482 shares issued and outstanding		17			191			(191	) (j)		17
Treasury Stock, at cost (2,747 shares)		(57	)								(57	)
Additional paid-in-capital		57,584			13,680			(13,680	) (j)		57,584
Unearned compensation		(1,714	)		—			—			(1,714	)
Accumulated other comprehensive loss —
Foreign currency translation adjustments		3,614			—			—			3,614
Change in fair value of derivative financial instruments		12			—			—			12
Minimum pension liability, net		(2,049	)		—			—			(2,049	)
		1,577			—			—			1,577
Retained earnings (accumulated deficit)		178,171			(4,757	)		4,757	(j)		178,171
Total stockholders’ equity		235,578			9,114			(9,114	) (j)		235,578
Total liabilities and stockholders’ equity	$	324,421		$	24,856		$	74,567		$	423,844

See accompanying notes.

F-17

CUNO Incorporated
Pro Forma Combined Statement of Income (unaudited)
(dollars in thousands, except share and per-share amounts)

				WTC			Pro Forma
	CUNO			Industries
	12 Months			12 Months			Acquisition
	Ended			Ended			Adjustments
	10/31/2003			9/30/2003			(Note 3)			Combined
Net sales	$	288,231		$	25,643		$	—		$	313,874
Less costs and expenses:
Cost of products sold		157,221			16,956			—			174,177
Selling, general and administrative expenses		75,666			2,423			(133	) (a)		77,956
Amortization of intangibles		142			137			1,730	(b)		2,009
Research, development and engineering		14,977			1,471			—			16,448
		248,006			20,987			1,597			270,590
Operating income		40,225			4,656			(1,597	)		43,284
Nonoperating income (expense):
Interest expense		(540	)		(300	)		(2,102	) (c)		(2,942	)
Interest and other income, net		462			3			—			465
		(78	)		(297	)		(2,102	)		(2,477	)
Income before income taxes		40,147			4,359			(3,699	)		40,807
Provision for income taxes		13,351			(447	)		(1,387	) (d)		11,517
Net income	$	26,796		$	4,806		$	(2,312	)	$	29,290
Basic earnings per common share	$	1.61								$	1.76
Diluted earnings per common share	$	1.58								$	1.72
Basic shares outstanding		16,661,101									16,661,101
Diluted shares outstanding		16,987,791									16,987,791

See accompanying notes.

F-18

CUNO Incorporated
Pro Forma Combined Statement of Income (unaudited)
(dollars in thousands, except share and per-share amounts)

				WTC			Pro Forma
	CUNO			Industries
	9 Months			9 Months			Acquisition
	Ended			Ended			Adjustments
	7/31/2004			7/2/2004			(Note 3)			Combined
Net sales	$	248,099		$	29,892		$	—		$	277,991
Less costs and expenses:
Cost of products sold		134,504			20,025			—			154,529
Selling, general and administrative expenses		65,022			2,946			(500	) (a)		67,468
Amortization of intangibles		265			113			1,287	(b)		1,665
Research, development and engineering		12,552			1,544			—			14,096
		212,343			24,628			787			237,758
Operating income		35,756			5,264			(787	)		40,233
Nonoperating income (expense):
Interest expense		(237	)		(187	)		(1,614	) (c)		(2,038	)
Interest and other income, net		520			—			—			520
		283			(187	)		(1,614	)		(1,518	)
Income before income taxes		36,039			5,077			(2,401	)		38,715
Provision for income taxes		11,987			1,862			(900	) (d)		12,949
Net income	$	24,052		$	3,215		$	(1,501	)	$	25,766
Basic earnings per common share	$	1.44								$	1.54
Diluted earnings per common share	$	1.41								$	1.51
Basic shares outstanding		16,698,648									16,698,648
Diluted shares outstanding		17,068,215									17,068,215

See accompanying notes.

F-19

Note 1 – The Transaction

On August 2, 2004 we completed our acquisition of WTC Industries, Inc. and Subsidiary (WTC) for total consideration of approximately $115 million including the assumption of $10 million of liabilities. This acquisition was recorded under the purchase method of accounting with the total consideration allocated to the assets acquired and liabilities assumed based on estimates of fair value. The fair value of purchased technology and customer relationships was determined by an independent appraisal firm based on estimates of future cash flows associated with those assets. The excess of the purchase price over the fair value of the net assets acquired has been allocated to goodwill. The operating results of this acquisition have been included in our consolidated financial statements from the date of acquisition. The purchased technology and customer relationships related to this acquisition are being amortized over their estimated useful lives of 15 years. Purchase accounting for this acquisition is preliminary and is expected to be finalized in fiscal year 2005.

The preliminary allocation of purchase price is summarized below (in millions):

Tangible assets acquired	$	25
Purchased technology		6
Purchased customer relationships		22
Goodwill		72
Liabilities assumed		(10	)
Purchase price	$	115

Note 2 – Pro Forma Combined Condensed Balance Sheet

The following unaudited adjustments were applied to the Pro Forma Balance Sheet as of July 31, 2004 (in thousands):

		July 31, 2004
(a)	To record the following:
	Net reduction of cash utilized by CUNO to fund the acquisition	($	23,174	)
	This amount reflects CUNO’s net reduction of cash used to fund the acquisition. Proceeds of $89,000 were received from our Revolving Credit Facility, less payments of $101,086 to WTC equity holders, $10,591 to pay off existing WTC debt and $497 of related debt issuance costs.
(b)	To record the following:
	Step-up of inventory to estimated fair market value	$	268
	Based on a valuation performed by management, we increased the basis of purchased WTC inventory by $268, which is being amortized to Cost of Goods Sold over the average inventory turnover period.

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		July 31, 2004
(c)	To record the following:
	Short term deferred income tax asset	$	2,130
	Long term income tax liability	$	3,983
	Amount represents the tax effect of applying purchase accounting and tax benefits.
(d)	To record the following:
	Goodwill associated with the transaction	$	69,370
	Amount reflects the excess of the purchase price over the fair value of the net assets acquired, in accordance with SFAS No. 142, Goodwill and Other Intangible Assets, goodwill is not amortized, but is subject to impairment review on at least an annual basis.
(e)	To record the following:
	Allocation of purchase price to customer relationships	$	22,000
	Allocation of purchase price to technology		6,000
	Elimination of existing WTC intangible assets		(2,146	)
		$	25,854
	The fair value of purchased technology and customer relationships was determined by an independent appraisal firm. WTC’s intangible assets existing prior to the acquisition have been eliminated.
(f)	To record the following:
	Deferred charges associated with CUNO’s revolving credit facility	$	497
	Debt issue costs relate to underwriting, legal and other charges applicable to a Revolving Credit Facility which was established to fund the acquisition. These charges are being amortized to interest expense over the five-year term of the Revolving Credit Facility.
(g)	To record the following:
	Step-down of property, plant and equipment	($	643	)
	Based on a valuation performed by an independent appraiser, we reduced the carrying value of WTC’s fixed assets by $643.
(h)	To record the following:
	Pay down of WTC’s current portion of long-term debt	($	2,975	)
	Pay down of WTC’s bank loans (current portion)	($	3,654	)
	Proceeds from $89,000 CUNO acquisition debt, net of pay down of WTC’s long-term debt of $3,963	$	85,037
(i)	To record the following:
	Severance and termination benefits	$	1,290

F-21

		July 31, 2004
	This amount reflects estimated amounts payable to employees under existing Change in Control Agreements, and other severance benefits.
(j)	To record the following:
	Elimination of existing WTC stockholders’ equity	($	9,114	)
(k)	To record the following:
	Prepaid income taxes	$	265
	Adjustment required to reflect the tax refund receivable after applying purchase accounting benefits associated with net operating loss carryforwards generated by the acquisition.

Note 3 – Pro Forma Combined Condensed Statements of Operations

The following unaudited adjustments were applied to the Pro Forma Income Statements for the year ended October 31, 2003 and the nine months ended July 31, 2004 (in thousands):

		Twelve			Nine
		Months			Months
		Ended			Ended
		October 31,			July 31,
		2003			2004
(a)	To record the following:
	Reverse non-recurring acquisition-related expenses	($	4	)	($	404	)
	Adjust depreciation expense		(129	)		(96	)
		($	133	)	($	500	)
	WTC incurred approximately $4 and $404, respectively, in non-recurring acquisition-related expenses, primarily legal and accounting fees. Based on a valuation performed by an independent appraiser, we adjusted the carrying value of WTC’s fixed assets by $643.
(b)	To record the following:
	Amortization of acquisition-related intangible assets	$	1,867		$	1,400
	Elimination of WTC’s historical intangible amortization		(137	)		(113	)
		$	1,730		$	1,287
	Reflects amortization of intangibles over their useful life in accordance with SFAS No. 142, Goodwill and Other Intangible Assets, based on the pattern in which economic benefits of the intangible asset are consumed or otherwise used up. We estimate that the pattern in which economic benefits are consumed or

F-22

		Twelve			Nine
		Months			Months
		Ended			Ended
		October 31,			July 31,
		2003			2004
	otherwise used up approximates the straight-line method.
(c)	To record the following:
	Interest expense associated with acquisition debt	$	2,402		$	1,801
	Reversal of WTC interest expense (repaid at time of acquisition)		(300	)		(187	)
		$	2,102		$	1,614
	To partially fund the acquisition, we signed a five-year, variable rate, unsecured revolving credit facility in the amount of $120,000. We initially utilized $89,000 of this revolver to fund the acquisition and pay-off all existing WTC bank debt outstanding. Current interest charges are comprised of 2.50% expense attributable to the $89,000 drawdown, 0.25% of the unused commitment and underwriting and debt issue costs being amortized to interest expense over the five year term of the Credit Agreement. A one percent change in the interest rate would impact interest expense by $890.
(d)	To record the following:
	Change in federal income taxes relating to the foregoing adjustments based on statutory rate of 37.5%.	($	1,387	)	($	900	)
	This adjustment records the tax impact of the above acquisition adjustments.

F-23