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PENTAIR plc — Earnings Release 2012
Jul 24, 2012
30329_rns_2012-07-24_7e6d99fd-5807-4471-9a74-50a9f063fd96.zip
Earnings Release
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Q2 2012 EARNINGS RELEASE July 24, 2012 PENTAIR Filed by Pentair, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pentair, Inc. Registration Number: 333-181250
2 Caution Concerning Forward-Looking Statements This communication may contain certain statements about Pentair, Inc. (Pentair), Tyco Flow Control International Ltd. (Tyco Flow) and Tyco International Ltd. (Tyco) that are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this press release may include statements about the expected effects on Pentair, Tyco Flow and Tyco of the proposed merger of Pentair and Tyco Flow (the Merger), the anticipated timing and benefits of the Merger, Pentairs and Tyco Flows anticipated standalone or combined financial results and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words targets, plans, believes, expects, intends, will, likely, may, anticipates, estimates, projects, should, would, expect, positioned, strategy, future or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of Pentair, Tyco Flow and Tyco (as the case may be) and are subject to uncertainty and changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the satisfaction of the conditions to the Merger and other risks related to the completion of the Merger and actions related thereto; Pentairs and Tycos ability to complete the Merger on anticipated terms and schedule, including the ability to obtain shareholder or regulatory approvals of the Merger and related transactions; risks relating to any unforeseen liabilities of Pentair or Tyco Flow; future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, losses and future prospects; business and management strategies and the expansion and growth of Pentairs or Tyco Flows operations; Pentairs and Tyco Flows ability to integrate successfully after the Merger and achieve anticipated synergies; the effects of government regulation on Pentairs or Tyco Flows businesses; the risk that disruptions from the transaction will harm Pentairs or Tyco Flows business; Pentairs, Tyco Flows and Tycos plans, objectives, expectations and intentions generally; and other factors detailed in Pentairs and Tycos reports filed with the U.S. Securities and Exchange Commission (the SEC), including their Annual Reports on Form 10-K under the caption Risk Factors. Forward-looking statements included herein are made as of the date hereof, and none of Pentair, Tyco Flow or Tyco undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances. Additional Information The Merger will be submitted to a vote of Pentair shareholders and the proposed distribution of Tyco Flow to Tyco shareholders (the Distribution) will be submitted to a vote of Tyco shareholders. On May 8, 2012, Tyco Flow filed with the SEC a registration statement on Form S-4, as subsequently amended, containing a preliminary proxy statement/prospectus regarding the Merger. On May 8, 2012, Tyco Flow filed with the SEC a registration statement on Form S-1, as subsequently amended, containing a preliminary prospectus and Tyco filed with the SEC a preliminary proxy statement, as subsequently amended, regarding the Distribution. The preliminary proxy statement/prospectus regarding the Merger, the preliminary prospectus regarding the Distribution and the Tyco preliminary proxy statement are available free of charge on the SECs website at www.sec.gov. Pentair plans to file with the SEC and mail to its shareholders a definitive proxy statement regarding the Merger and Tyco plans to file with the SEC and mail to its shareholders a definitive proxy statement regarding the Distribution. Shareholders are urged to read the Form S-4 containing the preliminary proxy statement/prospectus, the Form S-1 containing the preliminary prospectus and the Tyco preliminary proxy statement, which are available now, and the Form S-4 containing the definitive proxy statement/prospectus regarding the Merger, the Form S-1 containing the definitive prospectus regarding the Distribution and the Tyco definitive proxy statement and any other relevant documents when they become available, because they will contain important information about Pentair, Tyco and Tyco Flow and the proposed transactions. The definitive proxy statement/prospectus relating to the Merger, the definitive prospectus relating to the Distribution, the Tyco definitive proxy statement and other documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SECs website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Pentair upon written request to Investor Relations Department, Pentair, Inc., 5500 Wayzata Blvd., Suite 800, Minneapolis, MN, 55416, or by calling (763) 545-1730 or from Tyco or Tyco Flow upon written request to Investor Relations Department, Tyco International Ltd., 9 Roszel Road, Princeton, NJ, 08540, or by calling (609) 720-4200. Participants in the Solicitation Pentair and Tyco and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Pentair may be found in its Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 21, 2012, the definitive proxy statement relating to its 2012 annual meeting of shareholders filed with the SEC on March 9, 2012 and Tyco Flows registration statement on Form S-4 containing the preliminary proxy statement/prospectus relating to the Merger, which was filed with the SEC on May 8, 2012, as subsequently amended. Information about the directors and executive officers of Tyco may be found in its Annual Report on Form 10-K for the year ended September 30, 2011 filed with the SEC on November 16, 2011, the definitive proxy statement relating to its 2012 annual general meeting of shareholders filed with the SEC on January 13, 2012 and Tycos preliminary proxy statement, which was filed with the SEC on May 8, 2012, as subsequently amended. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the definitive proxy statements when it becomes available. FORWARD-LOOKING STATEMENTS PENTAIR
3 Adj. Op Income Up 11% Adj. Op Margins 14.3% Up 100 bps Volume/Acq. (0.6 pts.) Price/Productivity +3.5 pts. Inflation (1.6 pts.) Adj. EPS Up 11% Adj. Effective Tax Rate ~28% Net Interest Up ~$1M Q2 Free Cash Flow of $222M Seasonal Acceleration; YTD FCF of $140M On Track to Deliver FY FCF >100% of NI * All year-over-year comparisons against 2011 adjusted results. ** CPT refers to the acquisition of Norits Clean Process Technologies Business; Closed May 12, 2011 Sales Up 3% Acq. +4.4 pts. Volume/Price +2.0 pts. FX (2.9 pts.) Water & Fluid Up 7% Technical Products Down (4%) Top-Line Hindered by FX Translation and End of Life Contract (Technical Products) Continued Gains in Industrial, Agriculture, Food, and Energy Strong Margin Improvement Led by Price, Productivity, and Repositioning Savings YTD Repositioning Charges of $10M to Accelerate Productivity Savings Price and Productivity Drove Margin Gains Q212 PENTAIR RESULTS * Q212 Q211 Sales $942M $910M Op Income (Rpt.) $118M $109M Op Income (Adj.) $134M $121M ROS (Adj.) 14.3% 13.3% EPS (Rpt.) $0.71 $0.67 EPS (Adj.) $0.83 $0.75 PENTAIR SUMMARY FINANCIAL HIGHLIGHTS
4 Operating Margins / Productivity Highlights Sales Up 7% Up 1% ex-CPT, Organic up 3% ex-FX Treatment/Process +14% - Strong Industrial and Energy Offsetting W. Europe Headwinds Aquatic +8% - Strong Eco-Select Product Sales and Dealer Expansion Flow (1%) - Lower Flood-Related Pump, W. Europe & Muni Sales Fast Growth Regions Up 19%, including CPT and FX Sales Highlights (by Platform) Adjusted Operating Margins 14.7%, incl. negative CPT headwind of 70 bps Solid Pricing and Productivity Execution, Along with Repositioning Actions Benefited Margins Continued Investments in New Product Development to Fuel Future Growth Solid Growth (ex-FX) and Strong Price and Productivity Q212 WATER & FLUID SOLUTIONS PERFORMANCE * YoY Q211 Adj Prod./ Price Infl. Growth Q212 Adj $1M $99M $20M $90M $632M $676M ($18M) Q211 Volume Price FX Q212 $15M $7M ($12M) $40M CPT Acq. 1pt 6pts 2pts (3pts) 7pts ROS (1.9%) (0.4%) 2.8% 14.7% 14.2% ROS * All year-over-year comparisons against 2011 adjusted results. $92M ($7M) Adj Q212 Rptd 13.6% ROS (1.1%) PENTAIR SALES OPERATING INCOME +7% YoY +10% YoY
5 Sales Down 4% Down 1% ex-FX Fast Growth Regions Up 2% (Up 8% ex-FX) Industrial +7% Energy +4% Commercial +3% Infrastructure (1%) Sec/Def, Medical (5%) General Electronics (8%) Communications (29%) Q212 TECHNICAL PRODUCTS PERFORMANCE * Industrial Strength and Robust Margin Expansion SALES OPERATING INCOME Operating Margins / Productivity Highlights Sales Highlights (by Sector Served) Adjusted Operating Margins 20.2%, Up 290bps End of Life Telecom Project & W. Europe Headwinds Impacted Top-Line; Minimal Op Margin Impact Strong Gross Margin Performance, with Continued Investments in Global Selling & Marketing Pricing realized; Repositioning Benefits Ramping through Year YoY $278M $266M ($8M) Q211 Volume Price FX Q212 $7M ($11M) (4%) YoY (4pts) 3pts (3pts) (4pts) * All year-over-year comparisons against 2011 adjusted results. Q211 Prod./ Price Infl. Growth Q212 Adj ($5M) $54M $14M $48M ($3M) +11% YoY (0.9%) (0.9%) 4.7% 20.2% ROS $51M ($3M) Adj Q212 Rptd 17.3% ROS 19.0% ROS (1.2%) PENTAIR
6 1 st HALF GROWTH PROFILE FX Translation a Headline, Europe a Headwind, Fast Growth still Growing US/CANADA ~66% of Sales YTD Revenue up 4% Up 5% Excluding the Impact of Telecom End of Life Program WESTERN EUROPE ~13% of Sales Overall Volume/Price/FX Down 17% YOY Impact of FX Translation ~(8%) FX Translation Continues into 2 nd Half, 2012 FAST GROWTH ~18% of Sales China YTD up 21% Flat excluding Acquisitions and FX Middle East up 29% Latin America up 14% in Local Currency India up 42% in Local Currency Residential ~34% of Sales Flat YTD Industrial ~40% of Sales Up 11% YTD Agriculture/Aquaculture ~5% of Sales Up 17% YTD Comml ~13% of Sales Up 5% YTD Infrastructure ~8% of Sales Up 3% YTD Energy: Gaining momentum relating to separation systems and shale penetrations Water Reuse: Industrial application orders accelerating 2H shipments Industrialization: Fast growth markets still expanding as a whole China slower Agriculture: Ag/Aquaculture orders accelerating globally sales up >15% YOY PENTAIR st nd KEY GEOGRAPHIES KEY VERTICALS (All Global) PROGRESS ON STRATEGIC GROWTH PLATFORMS
7 Q2 YTD 1H ASSESSMENT AND FULL YEAR OUTLOOK FY 2012 Outlook Adj. Op Margin Bps Chg from PY Revenue % Chg from PY 2H Assumptions Europe remains challenged, consistent with first half FX translation headwind, but inflation moderate Strong price and growth priorities offsetting weaker volume Q4 benefit from improving Muni and Beverage Backlog Strength in Fast Growth Regions $1.8B + 6% 12.9% + 60 bps $1.47 + 16% ~$3.6B ~4% ~12.4% ~+ 70 bps $2.70 to $2.76 + 12 to 15% Adj. EPS % Chg from PY Driving Both Growth and Productivity Initiatives Price Plus Productivity More than Offsetting Inflation Accelerated Repositioning and Integration/Standardization Actions Expect Some Top-Line Moderation in 2H12, but Margin Expansion to Continue PENTAIR
8 Day 1 Readiness 40+ Dedicated IST Team Members 10 Functions - Each Pentair / Tyco Business Unit Represented 140+ Project Plans On Schedule Business Continuity & Day 1 Value To Shareholders Critical Progressing as Scheduled UPDATE ON PENDING PENTAIR & TYCO FLOW MERGER, SYNERGIES STANDARDIZATION Day 1 Announce Day 1,000 Synergies $250M of Synergies Targeted By Business & Function By 2015 Bottoms-up Planning Underway Significant Opportunity Identified Day 1 Targets On Schedule Day 1 100 Fast Start Synergies Being Identified Standardization Pentair Integrated Management System (PIMS) Ready to Deploy Function-by-Function Approach Evaluating Best of Both Companies Choose-and-Go Approach to Standardization (Best Practices) $250M Commitment Cost and Growth Corp Cost Avoidance Tax Synergies Cost Synergies $40M $50M $160M PENTAIR DAY 1 READINESS Phase I Planning Phase II Execution Phase III Readiness PNR PNR PNR TYCO TYCO TYCO New PNR PREVIOUSLY ANNOUNCED (of key business processes)
9 Macroeconomic Uncertainty and Currency Translation Persist - Excluding FX, volume and price remain positive; Fast Growth markets growing double-digits - Western Europe worse than expected, but signs of bottom in Residential and Muni Strong Growth Continued in Many Sectors We Serve Growth continues in US Industrial +14%, Agriculture +14%, Pool +8% and Energy +6% Adj. Op Income Grew 11% in Q2, Great PIMS Execution - 100bps of margin expansion driven by the 3 Ps: PIMS, pricing and productivity - Targeted investments in Global Marketing Capabilities and New Product Development On-Track to Deliver Full Year Adj. Operating Income Targets - A little less contribution from growth - Strong net productivity Pending Merger with Tyco Flow Progressing Well - Have received HSR and EU clearance - Integration & Standardization Team in place; anticipated synergies in line with expectations Q212 SUMMARY Strong Pricing and Productivity Driving Operating Improvement PENTAIR
10 11.7% A Little Less Contribution From Growth (FX Related) and Strong Productivity Driven by Price/Cost 13.3% ~12.4% 14.3% +100 bps incl. CPT acq. impact A Little Less Growth FX Headwind Forecasted at ($86M) for Full Year Europe Expected to be down ($10M) for Full Year Easier 2 nd Half Comparisons in Most Businesses Better Price/Cost Q2 YOY Pricing of 120 basis points Expect Full Year Pricing ~2% Raw Material and Strategic Sourcing Better than Original Plan and accelerating entering 2 nd half PIMS accelerating throughout Water/Tech Products Repositioning actions ($10M YTD) driving upside Sustaining, Strategic Investments Continued Investments in New Product Development and Global Selling & Marketing More Prioritization (at midpoint) 1 st HALF/FULL YEAR OPERATING MARGINS Good Start Pricing, Productivity + Paced Investments ~70 bps PENTAIR Q2'11 Q2'12 FY'11 FY'12e st nd nd ADJ. OP MARGIN OPERATING MARGIN EXPECTATIONS
11 ROIC (After-tax) 9.3% 9.0% Debt / Total Cap. 38.2% 40.4% Q212 Maturity Rate Variable 12 21 2.1% Fixed 13 21 5.5% $1.2B Q212 Avg. Rate ~4.8% ~81% Fixed YE11 $1.0B $0.2B Key Ratios Exclude Non-controlling Interest from Equity BALANCE SHEET AND CASH FLOW Good ROIC Progress FY Free Cash Flow on Track KEY RATIOS CASH FLOW DEBT SUMMARY Q2 Q2 ($M) 2012 2011 YOY Chg Net Income attributable to Pentair, Inc. 72 $ 67 $ 5 $ Non-Cash Items 32 $ 33 $ (1) $ Subtotal 104 $ 100 $ 4 $ Working Capital 102 $ 94 $ 8 $ Capital Expenditures (16) $ (22) $ 6 $ Asset Sales 3 $ - $ 3 $ Other Accruals/Other 29 $ 7 $ 22 $ Free Cash Flow 222 $ 179 $ 43 $ Q2 Q2 Use of Cash: 2012 2011 YOY Chg Beginning Debt 1,415 $ 808 $ (607) $ Generated Cash (222) $ (179) $ 43 $ Divestitures - $ - $ - $ Share Repurchase - $ - $ - $ Dividends 22 $ 20 $ (2) $ Borrowings - $ 755 $ 755 $ Other 20 $ 3 $ (17) $ Ending Debt 1,235 $ 1,407 $ 172 $ PENTAIR
12 Op Income Up 3% - 7% Op Margins 11.7% - 11.9%, up 40 to 60 bps Water & Fluid Margins ~11.5% Technical Products Margins ~19.0% EPS Up 5% - 9% Adj. Tax Rate 28% - 29% Net Interest ~$16.5M Sales Up 1% - 3% Water & Fluid Up 1% - 3% Technical Products Down (4%) to (2%) Q312 Q311 Sales $900M - $915M $891M Op Income (Rpt.) $104M - $108M $93M Op Income (Adj.) $104M - $108M $101M ROS (Adj.) 11.7% - 11.9% 11.3% EPS (Rpt.) $0.61 - $0.63 $0.51 EPS (Adj.) $0.61 - $0.63 $0.58 Expanded Coverage & Penetration, New Products and Fast Growth Region Sales to Fuel Top-line Expect Good Growth in Industrial, Agriculture, Energy & Pool Continue Slower Decline in Muni Repositioning Benefits and Pricing Realization Ramping from Q2, Plus Productivity to Drive Margin Expansion Expanded Penetration, New Products & Margin Expansion Driving Growth Q312 PENTAIR OUTLOOK * Q3 Free Cash Flow of ~$70M Expect FCF >100% of Net Income for FY * 2012 Q3 outlook excludes all impacts of the Tyco Flow Deal; All year-over-year comparisons against 2011 adjusted results. PENTAIR Q312 FINANCIAL OUTLOOK KEY HIGHLIGHTS
13 New Products, Expanded Distribution and Fast Growth Regions Expected to Fuel Growth Expect Better Price/Cost, More Productivity and Prioritized Investments to Expand Margins Expect to Generate FCF > Net Income, with Disciplined Allocation Integration Planning & Leadership is Critical Tyco Flow Deal Not Reflected in this Outlook Growth and Productivity Strategies In Place Well Positioned in 2012 FULL YEAR 2012 PENTAIR OUTLOOK * FY12 FY11 Sales ~$3.6B $3.5B Op Income (Rpt.) $411M - $421M $169M Op Income (Adj.) $440M - $450M $404M ROS (Adj.) up 50 bps - 80 bps EPS (Rpt.) $2.55 - $2.61 $0.34 EPS (Adj.) $2.70 - $2.76 $2.41 Adj. Op Income Up 9% - 11% Adj. Op Margins Up 50 bps - 80 bps Water & Fluid Margins, ~12.5% Technical Products Margins, ~19.0% Adj. FY EPS Up 12% - 15% Adj. Tax Rate ~27% Net Interest ~$65M Sales Up 4% - 5% Water & Fluid Up 5% - 7% Technical Products Down (2%) to Flat FY12 Free Cash Flow >$270M Expect >100% Net Income Conversion 11.7% PENTAIR KEY HIGHLIGHTS FY12 FINANCIAL OUTLOOK * 2012 full year outlook does not include any future impact from Tyco Flow Deal; All year-over-year comparisons against 2011 adjusted results.
14 APPENDIX GAAP to Non-GAAP Measurements & Reconciliations PENTAIR
PENTAIR 15 GAAP TO NON-GAAP RECONCILIATIONS GAAP to Non-GAAP Measurements and Reconciliations $ in millions Q111 Q211 Q311 Q411 Q112 Q212 Reported Operating Income 86.2 $ 109.4 $ 92.9 $ (120.0) $ 85.0 $ 117.8 $ Adjustments 1.9 $ 11.4 $ 7.9 $ 214.0 $ 11.8 $ 16.7 $ Adjusted Operating Income 88.1 $ 120.8 $ 100.8 $ 94.0 $ 96.8 $ 134.5 $ Reported Provision for Income Taxes 25.1 $ 27.3 $ 24.1 $ (3.4) $ 9.1 $ 28.9 $ Effect of Adjustments on Provision for Income Taxes 0.6 $ 2.6 $ 1.3 $ 24.2 $ 7.4 $ 4.7 $ Adjusted Provision for Income Taxes 25.7 $ 29.9 $ 25.4 $ 20.8 $ 16.5 $ 33.6 $ Reported Effective Tax Rate 32.5% 28.6% 31.6% 2.5% 12.7% 28.2% Adjusted Effective Tax Rate 32.5% 28.0% 30.2% 27.0% 19.9% 28.3% NOPAT 59.5 $ 87.0 $ 70.3 $ 68.6 $ 77.5 $ 96.4 $ Trailing four quarter NOPAT 243.1 $ 263.7 $ 272.4 $ 285.3 $ 303.3 $ 312.7 $ Ending Invested Capital (excluding noncontrolling interest) 2,918.5 $ 3,587.3 $ 3,478.4 $ 3,192.3 $ 3,387.4 $ 3,176.4 $ Trailing five quarter average invested capital 2,777.6 $ 2,931.5 $ 3,091.4 $ 3,186.2 $ 3,312.8 $ 3,364.4 $ After Tax Return on Invested Capital 8.8% 9.0% 8.8% 9.0% 9.2% 9.3% NOPAT (Net Operating Profit After Tax) is Defined as [(Adjusted OI) X (1 - Adjusted Effective Tax Rate)] Ending Invested Capital is Defined as [Total Shareholders' Equity - Noncontrolling interest + Long-term Debt + Current Maturities of Long-term Debt + Short-term Borrowings - Cash and Cash Equivalents] Free Cash Flow Net cash provided by (used for) operating activities (48.2) $ 200.8 $ 88.0 $ 79.6 $ (67.5) $ 234.3 $ Capital expenditures (13.3) $ (21.9) $ (17.9) $ (20.2) $ (15.6) $ (15.7) $ Proceeds from sale of property and equipment 0.1 $ - $ - $ 1.2 $ 1.5 $ 3.3 $ Free cash flow (61.4) $ 178.9 $ 70.1 $ 60.6 $ (81.6) $ 221.9 $ Free Cash Flow is Defined as [Net cash provided by (used for) continuing operations - Capital Expenditures + Proceeds from sale of property and equipment]
PENTAIR 16 REPORTED TO ADJUSTED 2012 RECONCILIATION Pentair, Inc. and Subsidiaries Reconciliation of the GAAP "As Reported" year ending December 31, 2012 to the "Adjusted" non-GAAP excluding the effect of 2012 adjustments (Unaudited) Total Pentair First Quarter Second Quarter Year In millions, except per-share data 2012 2012 2012 Net sales 858.2 $ 941.5 $ approx $3,600 Operating income - as reported 85.0 117.8 approx 411- 421 % of net sales 9.9% 12.5% approx. 11.5% Adjustments: Deal related costs 11.8 6.3 18.1 Restructuring 10.4 10.4 Operating income - as adjusted 96.8 134.5 approx 440 - 450 % of net sales 11.3% 14.3% approx. 12%+ Net income attributable to Pentair, Inc. - as reported 60.8 71.8 approx 258 - 264 Interest expense (1.2) (1.2) Other adjustments net of tax 4.4 11.9 16.3 Net income from continuing operations attributable to Pentair, Inc. - as adjusted 64.0 83.7 approx 273 - 279 Continuing earnings per common share attributable to Pentair, Inc. - diluted Diluted earnings per common share - as reported 0.61 $ 0.71 $ $2.55 - $2.61 Adjustments 0.03 0.12 0.15 Diluted earnings per common share - as adjusted 0.64 $ 0.83 $ $2.70 - $2.76
PENTAIR 17 Note: Inventory step-up and customer backlog reflect amortization of fair market value step-up associated with inventory and in process customer contracts. REPORTED TO ADJUSTED 2011 RECONCILIATION Pentair, Inc. and Subsidiaries Reconciliation of the GAAP "As Reported" year ending December 31, 2011 to the "Adjusted" non-GAAP excluding the effect of 2011 adjustments (Unaudited) Total Pentair First Quarter Second Quarter Third Quarter Fourth Quarter Year In millions, except per-share data 2011 2011 2011 2011 2011 Net sales 790.3 $ 910.2 $ 890.5 $ 865.7 $ 3,456.7 $ Operating income - as reported 86.2 109.4 92.9 (120.0) 168.5 % of net sales 10.9% 12.0% 10.4% (13.9%) 4.9% Adjustments: CPT deal related costs 1.7 6.1 0.5 8.3 Restructuring 2.1 10.8 12.9 Inventory step-up and customer backlog 0.2 5.3 5.8 2.2 13.5 Goodwill impairment 200.5 200.5 Operating income - as adjusted 88.1 120.8 100.8 94.0 403.7 % of net sales 11.1% 13.3% 11.3% 10.9% 11.7% Net income attributable to Pentair, Inc. - as reported 50.5 66.7 51.1 (134.1) 34.2 Adjustments net of tax 1.3 8.8 6.6 189.8 206.5 Net income from continuing operations attributable to Pentair, Inc. - as adjusted 51.8 75.5 57.7 55.7 240.7 Continuing earnings per common share attributable to Pentair, Inc. - diluted Diluted earnings per common share - as reported 0.51 $ 0.67 $ 0.51 $ (1.36) $ 0.34 $ Adjustments 0.01 0.08 0.07 1.92 2.07 Diluted earnings per common share - as adjusted 0.52 $ 0.75 $ 0.58 $ 0.56 $ 2.41 $
PENTAIR 18 Note: Inventory step-up and customer backlog reflect amortization of fair market value step-up associated with inventory and in process customer contracts. REPORTED TO ADJUSTED 2012 RECONCILIATION Pentair, Inc. and Subsidiaries Reconciliation of the GAAP "As Reported" year ending December 31, 2012 to the "Adjusted" non-GAAP excluding the effect of 2012 adjustments (Unaudited) Water First Quarter Second Quarter Year In millions 2012 2012 2012 Net sales 587.0 $ 675.5 $ approx $2,500 Operating income - as reported 63.7 92.0 $ approx 305 - 310 % of net sales 10.9% 13.6% approx. 12.0% 6.9 7 Operating income - as adjusted 63.7 98.9 approx 312 - 317 % of net sales 10.9% 14.7% approx. 12.5% Technical Products Net sales 271.2 $ 266.0 $ approx $1,100 Operating income - as reported 50.5 50.6 approx 196 - 201 % of net sales 18.6% 19.0% approx. 18.0% 3.1 3 Operating income - as adjusted 50.5 53.7 approx 199 - 204 % of net sales 18.6% 20.2% approx. 18.5% Adjustments - restructuring Adjustments - restructuring
PENTAIR 19 Note: Inventory step-up and customer backlog reflect amortization of fair market value step-up associated with inventory and in process customer contracts. REPORTED TO ADJUSTED 2011 RECONCILIATION Pentair, Inc. and Subsidiaries Reconciliation of the GAAP "As Reported" year ending December 31, 2011 to the "Adjusted" non-GAAP excluding the effect of 2011 adjustments (Unaudited) Water First Quarter Second Quarter Third Quarter Fourth Quarter Year In millions 2011 2011 2011 2011 2011 Net sales 515.4 $ 632.0 $ 614.6 $ 607.9 $ 2,369.8 $ Operating income - as reported 56.5 $ 84.5 $ 59.6 $ (142.3) $ 58.3 $ % of net sales 11.0% 13.4% 9.7% (23.4%) 2.5% Adjustments: Restructuring 2.0 7.8 9.8 Inventory step-up and customer backlog 0.2 5.3 5.8 2.2 13.5 Goodwill impairment 200.5 200.5 Operating income - as adjusted 56.7 89.8 67.4 68.2 282.1 % of net sales 11.0% 14.2% 11.0% 11.2% 11.9% Technical Products Net sales 274.9 $ 278.2 $ 276.0 $ 257.8 $ 1,086.9 $ Operating income - as reported 48.1 $ 48.3 $ 48.6 $ 40.3 $ 185.3 $ % of net sales 17.5% 17.3% 17.6% 15.6% 17.0% Adjustments - Restructuring 0.1 2.0 2.1 Operating income - as adjusted 48.1 48.3 48.7 42.3 187.4 % of net sales 17.5% 17.3% 17.7% 16.4% 17.2%