Pentair (PNR) 8-K Results of Operations and Financial Condition

Exhibit 99.1

Pentair, Inc.
5500 Wayzata Blvd., Suite 800
Minneapolis, MN 55416
763 545 1730 Tel
763 656 5400 Fax

News Release

Pentair Reports Second Quarter Net Income Per Share from Continuing Operations of $1.39; Adjusted EPS of $0.68,
up 11%

• Reports second quarter sales of $910 million, up 1 percent versus the second quarter 2007

• Delivers earnings per share from continuing operations (EPS) of $1.39 on a reported basis and adjusted* EPS of $0.68 up 11 percent

• Delivers adjusted income from continuing operations of $68 million, up 12 percent

• Announces transaction with GE to create residential water filtration business, settles Horizon legal case, and announces significant restructuring and other actions

• Introduces third quarter guidance and updates full year guidance

*   Adjusted 2008 and 2007 EPS exclude the impact of gains/losses from acquisitions and divestitures, the settlement of the Horizon litigation and the negative impact associated with restructuring costs and other market related actions. Adjusted 2008 and 2007 Operating Income and Margins exclude the settlement of the Horizon litigation, the negative impact associated with restructuring costs and other market related actions in the respective period. All financial information and period-to-period references are on a continuing operations basis unless otherwise noted. Reconciliations to discontinued operations as well as GAAP and non-GAAP reconciliations are in the attached financial tables.

MINNEAPOLIS, Minn. — July 22, 2008 — Pentair, Inc. (NYSE: PNR) today announced second quarter 2008 net earnings per diluted share from continuing operations (EPS) of $1.39. This represents an increase of 228 percent as compared to the $0.61 of reported EPS from continuing operations in the second quarter last year. Current period results include a 86 cents per share gain from the transaction with GE Water & Process Technologies, a unit of General Electric Company (NYSE: GE), to combine residential water filtration businesses as well as a negative $0.14 per share impact from the Horizon settlement, and a $0.01 per share negative impact from restructuring charges. Adjusting for these items, second quarter 2008 EPS was $0.68, up 11 percent year over year.

Total company sales increased 1 percent to $910 million as compared with $899 million in the second quarter of 2007. The company delivered second quarter operating income of $95 million. On an adjusted basis, the company delivered operating income of $118 million versus $113 million in the year-ago quarter. Overall, adjusted operating margins for the second quarter expanded 50 basis points to 13.0 percent driven by a positive 360 basis point improvement from productivity, price, and product mix. The positive impact from these items more than offset a negative 310 basis point impact related to total inflation and foreign exchange.

Pentair generated free cash flow of $135 million for the quarter. Year-to-date, the company has generated $57 million of free cash flow. The company said it remains on track to achieve free cash flow greater than $235 million.

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“Overall, our businesses performed very well in the second quarter as we navigated through persistently soft residential markets and a weaker-than-expected residential pool market. Our business diversity, growing international market penetration, and aggressive cost-takeout measures continue to enable us to meet the commitments we laid out earlier in the year,” said Randall J. Hogan, chairman and chief executive officer.

Second Quarter Business Highlights

The Water Groupdelivered $605 million in sales, down 6 percent year over year. Organic sales were down 9 percent excluding foreign exchange, driven by continuing softness in the North American residential markets and aggressive inventory reductions in pool equipment distribution. Internationally, Water sales increased at a double-digit rate.

• Global Flow Technologies sales were down 3 percent versus the year-ago quarter , as unfavorable comparisons associated with the $21 million municipal pump project for New Orleans in the second quarter 2007 were not overcome. Sales of pump equipment for global commercial, municipal and agricultural markets continue to outpace declines in North American residential markets.

• Global Filtration sales grew 8 percent or 5 percent excluding the 2007 acquisition of Porous Media. Steady gains in industrial filtration, food service and desalination markets offset declines in the North American residential market.

• Global Pool and Spa sales were down 22 percent. The prolonged decline in North American residential pool and spa markets, coupled with distributor inventory reductions, impacted sales.

• International Water sales grew 14 percent in Europe, Middle East and Africa led by growth in the Middle East and Eastern Europe. Asia-Pacific sales grew 20 percent driven by strong double-digit growth in China and India.

The Water Group’s second quarter reported operating income totaled $58 million, down 65 percent as compared to $89 million in the same period last year. In the quarter, the company settled the Horizon litigation lawsuit, which resulted in a $20 million charge to operating income. The company also had $2 million in pre-tax restructuring charges associated with severance from headcount reductions and costs related to facility rationalizations. Adjusting for these items, adjusted operating income was $81 million, down 10 percent versus the $89 million a year-ago. Adjusted operating margins of 13.3 percent were down 60 basis points as benefits from productivity, price and product mix could not offset the negative impact from inflation and decreased volumes.

Technical Productsdelivered second quarter 2008 sales of $304 million, an increase of 18 percent versus the year-earlier period. Sales were up 14 percent excluding foreign exchange.

• Global Electrical sales were up 14 percent, led by strong double-digit increases in its Thermal applications product line and continued strength in energy and natural resource related markets (e.g., Oil, Gas and Mining).

• Global Electronic sales were up 24 percent. In Asia, electronic sales were up over 44 percent while sales in Europe were up 12 percent in local currencies. North American sales were up 12 percent.

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Technical Products’ second quarter operating income totaled $50 million, up 38 percent compared to $36 million in the same quarter last year. Reported operating margins were 16.3 percent. Adjusting for a modest restructuring charge, operating margins were 16.4 percent, up 230 basis points versus the second quarter 2007. In the quarter, the benefits from volume, productivity and price more than offset the negative impact from total inflation.

“We continue to perform well in our respective markets. In the second quarter, our Technical Products business maintained outstanding market and financial momentum. 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,” Hogan said.

“We believe our restructuring and other market-related actions better position the company for sustainable, positive performance as demonstrated by what we accomplished in the quarter and have announced this week. For example, the formation of the residential water filtration business with GE combines our leading technologies and distribution channels. We expect this combination will create a stronger business, enabling us to more effectively serve our customers. Additionally, the settlement of the Horizon legal case removes a long-standing uncertainty,” Hogan added.

Major Actions Underway

In July 2008, the company announced several significant actions that will affect reported and adjusted earnings guidance for the second half of 2008.

First, the company recently announced actions to rationalize three international and three United States Water segment factories. The production at these sites will shift to Mexico, China, and other United States facilities. Additionally, the company plans to embark on an operational restructuring plan associated with its Spa/Bath business. The company continues to evaluate other restructuring actions to improve overall cost structure. In aggregate, these major restructuring actions are expected to result in a charge of over 50 cents per share in the second half of 2008. The annualized savings associated with these actions is expected to be approximately 40 cents per share when fully realized.

Next, the company recently issued a tender offer to bondholders of the company’s 7.85 percent bonds due in October 2009. The company expects the outcome of the tender will result in a pre-tax charge of $3 to $5 million assuming a participation of 50 percent of the bondholders. The resulting quarterly benefit is expected to be a penny per share of reduced interest expense.

Outlook

The company introduced its third quarter reported 2008 EPS guidance range of $0.31 to $0.33. Adjusting for charges associated with restructuring and the bond tender offer, third quarter EPS is expected to be $0.51 to $0.53, a decrease of 2 to 6 percent versus the third quarter 2007. This third quarter range includes $0.06 of expenses associated mainly with integration, inventory step-up and intangibles amortization charges related to the GE transaction.

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The company updates its full year 2008 reported EPS guidance range to $2.44 to $2.49, up 15 to 17 percent versus reported full year 2007 EPS. Adjusting for non-recurring items associated with the GE transaction gain, Horizon settlement, restructuring actions and the bond tender, full year EPS is expected to be $2.28 to $2.33, up 9 to 11 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 and step-up charges related to the residential filtration transaction.

“We expect our positive performance to continue in our non-residential and international Water and global Technical Products’ businesses. We are launching a number of actions to improve our cost structure and better position the company to control our own destiny. These actions introduce a new full year EPS guidance range of $2.28 to $2.33, which includes 7 cents of incremental expenses to restructure our Water businesses. Absent these incremental expenses, our business outlook would be higher than previous guidance,” Hogan said.

Earnings Conference Call

Pentair Chairman and CEO Randall J. Hogan and Chief Financial Officer John L. Stauch will discuss the Company’s performance and third 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 second quarter 2008 earnings release and in the second 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.

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

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

	Three months ended						Six months ended
	June 28			June 30			June 28			June 30
In thousands, except per-share data	2008			2007			2008			2007
Net sales	$	909,757		$	899,299		$	1,750,161		$	1,692,144
Cost of goods sold		631,695			619,750			1,220,768			1,176,664
Gross profit		278,062			279,549			529,393			515,480
% of net sales		30.6	%		31.1	%		30.3	%		30.5	%
Selling, general and administrative		146,311			151,881			284,957			291,363
% of net sales		16.1	%		16.9	%		16.3	%		17.2	%
Research and development		16,314			14,808			32,180			29,758
% of net sales		1.8	%		1.6	%		1.8	%		1.8	%
Legal settlement		20,435			—			20,435			—
% of net sales		2.3	%		—			1.2	%		—
Operating income		95,002			112,860			191,821			194,359
% of net sales		10.4	%		12.5	%		11.0	%		11.5	%
Other (income) expense:
Gain on sale of interest in subsidiaries		(109,648	)		—			(109,648	)		—
Equity losses of unconsolidated subsidiary		847			36			1,764			993
Net interest expense		15,862			18,483			31,950			33,194
% of net sales		1.7	%		2.1	%		1.8	%		2.0	%
Income from continuing operations before income taxes		187,941			94,341			267,755			160,172
% of net sales		20.7	%		10.5	%		15.3	%		9.5	%
Provision for income taxes		49,206			33,348			76,376			56,550
Effective tax rate		26.2	%		35.4	%		28.5	%		35.3	%
Income from continuing operations		138,735			60,993			191,379			103,622
Income (loss) from discontinued operations, net of tax		—			1,008			(1,217	)		509
Gain (loss) on disposal of discontinued operations, net of tax		—			64			(7,137	)		207
Net income	$	138,735		$	62,065		$	183,025		$	104,338
Earnings (loss) per common share
Basic
Continuing operations	$	1.41		$	0.62		$	1.95		$	1.04
Discontinued operations		—			0.01			(0.09	)		0.01
Basic earnings per common share	$	1.41		$	0.63		$	1.86		$	1.05
Diluted
Continuing operations	$	1.39		$	0.61		$	1.92		$	1.03
Discontinued operations		—			0.01			(0.08	)		0.01
Diluted earnings per common share	$	1.39		$	0.62		$	1.84		$	1.04
Weighted average common shares outstanding
Basic		98,062			98,874			98,172			98,915
Diluted		99,509			100,371			99,462			100,294
Cash dividends declared per common share	$	0.17		$	0.15		$	0.34		$	0.30

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

	June 28			December 31			June 30
In thousands	2008			2007			2007
Assets
Current assets
Cash and cash equivalents	$	74,616		$	70,795		$	52,016
Accounts and notes receivable, net		558,928			466,675			523,941
Inventories		437,421			392,416			395,330
Deferred tax assets		51,961			50,511			51,621
Prepaid expenses and other current assets		46,213			35,908			41,605
Current assets of discontinued operations		—			21,716			31,750
Total current assets		1,169,139			1,038,021			1,096,263
Property, plant and equipment, net		379,471			365,990			352,853
Other assets
Goodwill		2,158,229			2,004,720			1,924,208
Intangibles, net		558,451			491,263			503,663
Other		78,732			82,237			77,821
Non-current assets of discontinued operations		—			18,383			18,436
Total other assets		2,795,412			2,596,603			2,524,128
Total assets	$	4,344,022		$	4,000,614		$	3,973,244
Liabilities and Shareholders’ Equity
Current liabilities
Short-term borrowings	$	217		$	13,586		$	10,202
Current maturities of long-term debt		4,442			5,075			4,516
Accounts payable		238,656			229,937			211,504
Employee compensation and benefits		98,816			111,475			95,960
Current pension and post-retirement benefits		8,557			8,557			7,918
Accrued product claims and warranties		47,528			49,382			48,867
Income taxes		18,115			12,919			20,322
Accrued rebates and sales incentives		36,687			36,663			42,075
Other current liabilities		130,431			90,377			93,948
Current liabilities of discontinued operations		—			2,935			9,616
Total current liabilities		583,449			560,906			544,928
Other liabilities
Long-term debt		1,024,160			1,041,925			1,173,184
Pension and other retirement compensation		171,923			161,042			218,420
Post-retirement medical and other benefits		35,095			37,147			46,806
Long-term income taxes payable		24,442			21,306			14,705
Deferred tax liabilities		189,214			167,633			110,412
Other non-current liabilities		95,544			97,086			87,949
Non-current liabilities of discontinued operations		—			2,698			2,546
Total liabilities		2,123,827			2,089,743			2,198,950
Minority interest		122,960			—			—
Shareholders’ equity		2,097,235			1,910,871			1,774,294
Total liabilities and shareholders’ equity	$	4,344,022		$	4,000,614		$	3,973,244
Days sales in accounts receivable (13 month moving average)		56			53			55
Days inventory on hand (13 month moving average)		77			75			76
Days in accounts payable (13 month moving average)		57			54			55
Debt/total capital		32.9	%		35.7	%		40.1	%

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

	Six months ended
	June 28			June 30
In thousands	2008			2007
Operating activities
Net income	$	183,025		$	104,338
Adjustments to reconcile net income to net cash provided by (used for) operating activities
(Income) loss from discontinued operations		1,217			(509	)
(Gain) loss on disposal of discontinued operations		7,137			(207	)
Equity losses of unconsolidated subsidiary		1,764			993
Depreciation		30,795			30,043
Amortization		13,101			12,952
Deferred income taxes		21,037			(6,476	)
Stock compensation		11,932			12,626
Excess tax benefits from stock-based compensation		(776	)		(2,213	)
Gain on sale of assets		(443	)		—
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		(85,203	)		(84,466	)
Inventories		(20,300	)		8,040
Prepaid expenses and other current assets		(7,852	)		(3,465	)
Accounts payable		11,044			10,308
Employee compensation and benefits		(18,482	)		(4,915	)
Accrued product claims and warranties		(2,298	)		4,561
Income taxes		4,131			5,157
Other current liabilities		31,261			2,525
Pension and post-retirement benefits		3,320			7,730
Other assets and liabilities		4,986			2,554
Net cash provided by (used for) continuing operations		79,748			99,576
Net cash provided by (used for) operating activities of discontinued operations		(4,137	)		(1,660	)
Net cash provided by (used for) operating activities		75,611			97,916
Investing activities
Capital expenditures		(26,328	)		(30,058	)
Proceeds from sale of property and equipment		3,802			1,526
Acquisitions, net of cash acquired or received		6,237			(482,885	)
Divestitures		29,959			—
Other		—			(779	)
Net cash provided by (used for) investing activities		13,670			(512,196	)
Financing activities
Net short-term borrowings (repayments)		(13,965	)		(4,708	)
Proceeds from long-term debt		279,405			1,121,402
Repayment of long-term debt		(297,740	)		(673,341	)
Debt issuance costs		(50	)		(1,782	)
Excess tax benefits from stock-based compensation		776			2,213
Proceeds from exercise of stock options		2,175			4,922
Repurchases of common stock		(21,721	)		(9,280	)
Dividends paid		(33,747	)		(29,991	)
Net cash provided by (used for) financing activities		(84,867	)		409,435
Effect of exchange rate changes on cash and cash equivalents		(593	)		2,041
Change in cash and cash equivalents		3,821			(2,804	)
Cash and cash equivalents, beginning of period		70,795			54,820
Cash and cash equivalents, end of period	$	74,616		$	52,016
Free cash flow
Net cash provided by (used for) continuing operations	$	79,748		$	99,576
Capital expenditures		(26,328	)		(30,058	)
Proceeds from sale of property and equipment		3,802			1,526
Free cash flow	$	57,222		$	71,044

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

	First Qtr			Second Qtr			Six Months			First Qtr			Second Qtr			Six Months
In thousands	2008			2008			2008			2007			2007			2007
Net sales to external customers
Water Group	$	554,944		$	605,497		$	1,160,441		$	540,262		$	642,149		$	1,182,411
Technical Products Group		285,460			304,260			589,720			252,583			257,150			509,733
Consolidated	$	840,404		$	909,757		$	1,750,161		$	792,845		$	899,299		$	1,692,144
Intersegment sales
Water Group	$	372		$	139		$	511		$	214		$	46		$	260
Technical Products Group		1,138			1,034			2,172			896			1,689			2,585
Other		(1,510	)		(1,173	)		(2,683	)		(1,110	)		(1,735	)		(2,845	)
Consolidated	$	—		$	—		$	—		$	—		$	—		$	—
Operating income (loss)
Water Group	$	64,419		$	57,822		$	122,241		$	62,426		$	89,195		$	151,621
Technical Products Group		45,337			49,732			95,069			31,631			36,140			67,771
Other		(12,937	)		(12,552	)		(25,489	)		(12,558	)		(12,475	)		(25,033	)
Consolidated	$	96,819		$	95,002		$	191,821		$	81,499		$	112,860		$	194,359
Operating income as a percent of net sales
Water Group		11.6	%		9.5	%		10.5	%		11.6	%		13.9	%		12.8	%
Technical Products Group		15.9	%		16.3	%		16.1	%		12.5	%		14.1	%		13.3	%
Consolidated		11.5	%		10.4	%		11.0	%		10.3	%		12.5	%		11.5	%

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Pentair, Inc. and Subsidiaries
Reconciliation of the GAAP “As Reported” year ending December 31, 2008 to the “Adjusted” non-GAAP
excluding the effect of 2008 adjustments (Unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Year
In thousands, except per-share data	2008			2008			2008			2008			2008
Net sales	$	840,404		$	909,757		$	845,000-$855,000		$	880,000-$895,000			~ $3,500	M
Operating income — as reported		96,819			95,002			67,000-71,000			56,000-62,000			315M - 325	M
% of net sales		11.5	%		10.4	%		7.8% - 8.4	%		6.3% -7.0	%		9.0% - 9.3	%
Adjustments		—			23,140			~25,000			~52,000			~100	M
Operating income — as adjusted		96,819			118,142			92,000 - 96,000			108,000-114,000			415M - 425	M
% of net sales		11.5	%		13.0	%		10.8% - 11.4	%		12.1% - 13.0	%		11.9% - 12.2	%
Income from continuing operations — as reported		52,644			138,735			31,000-33,000			20,000-23,000			243M - 248	M
Adjustments — tax affected		—			(70,560	)		~20,000			~35,000			~(16	M)
Income from continuing operations — as adjusted		52,644			68,175			51,000-53,000			55,000-58,000			227M - 232	M
Continuing earnings per common share — diluted
Diluted earnings per common share — as reported	$	0.53		$	1.39		$	0.31 - $0.33		$	0.20 - $0.23		$	2.44 - $2.49
Adjustments		—			(0.71	)		~0.20			~0.35			~(0.16	)
Diluted earnings per common share — as adjusted	$	0.53		$	0.68		$	0.51 - $0.53		$	0.55 - $0.58		$	2.28 - $2.33
Weighted average common shares outstanding — Diluted		99,558			99,509			~99,400			~99,200			~99,300

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

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Year
In thousands, except per-share data	2007			2007			2007			2007			2007
Net sales	$	792,845		$	899,299		$	821,214		$	817,519		$	3,330,877
Operating income — as reported		81,499			112,860			93,149			91,519			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			102,341			97,489			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			59,277			49,470			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			54,006			52,278			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

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Pentair, Inc. and Subsidiaries
Reconciliation of the GAAP “As Reported” year ending December 31, 2008 to the “Adjusted” non-GAAP
excluding the effect of 2008 adjustments (Unaudited)

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Year
In thousands	2008			2008			2008			2008			2008
Water
Net sales	$	554,944		$	605,497		$	555,000 - $560,000		$	585,000 - $595,000			~$2,300	M+
Operating income — as reported		64,419			57,822			36,000-38,000			26,000-30,000			184M - 190	M
% of net sales		11.6	%		9.5	%		6.4% - 6.8	%		4.4% - 5.1	%		8.0% - 8.3	%
Adjustments		—			22,711			~23,000			~50,000			~96	M
Operating income — as adjusted		64,419			80,533			59,000 - 61,000			76,500-80,500			280M - 286	M
% of net sales		11.6	%		13.3	%		10.5% - 11.0	%		12.8% - 13.7	%		12.1% - 12.4	%
Technical Products
Net sales	$	285,460		$	304,260		$	290,000 - $295,000		$	295,000 - $300,000		$	1,175M - $1,185	M
Operating income — as reported		45,337			49,732			45,000-47,000			45,000-47,000			185M - 189	M
% of net sales		15.9	%		16.3	%		15.3% - 16.2	%		15.0% - 15.9	%		15.6% - 16.1	%
Adjustments		—			429			~2,000			~2,000			~4	M
Operating income — as adjusted		45,337			50,161			47,000 - 49,000			47,000 - 49,000			189M - 193	M
% of net sales		15.9	%		16.4	%		15.9% - 16.9	%		15.7% - 16.6	%		16.0% - 16.5	%

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

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Year
In thousands	2007			2007			2007			2007			2007
Water
Net sales	$	540,262		$	642,149		$	545,513		$	552,820		$	2,280,744
Operating income — as reported		62,426			89,195			56,061			65,541			273,223
% of net sales		11.6	%		13.9	%		10.3	%		11.9	%		12.0	%
Adjustments		—			—			9,843			3,897			13,740
Operating income — as adjusted		62,426			89,195			65,904			69,438			286,963
% of net sales		11.6	%		13.9	%		12.1	%		12.6	%		12.6	%
Technical Products
Net sales	$	252,583		$	257,150		$	275,701		$	264,699		$	1,050,133
Operating income — as reported		31,631			36,140			46,237			39,578			153,586
% of net sales		12.5	%		14.1	%		16.8	%		15.0	%		14.6	%
Adjustments		—			—			(652	)		2,073			1,421
Operating income — as adjusted		31,631			36,140			45,585			41,651			155,007
% of net sales		12.5	%		14.1	%		16.5	%		15.7	%		14.8	%

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