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PENTAIR plc — Investor Presentation 2012
May 7, 2012
30329_rns_2012-05-07_b91143c4-1673-4ab5-94d5-f612317a9a9d.zip
Investor Presentation
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PENTAIR PENTAIR Investor Presentation RANDALL J. HOGAN Chairman and Chief Executive Officer May, 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. Commission File Number: 000-04689
PENTAIR 2 FORWARD-LOOKING STATEMENTS 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 Pentair's 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 Additional Information This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of a vote or proxy. The Merger will be submitted to a vote of Pentair shareholders and the proposed distribution of Tyco Flow to Tyco shareholders will be submitted to a vote of Tyco shareholders. In connection with the Merger, Tyco Flow will file a registration statement on Form S-4 with the SEC. Such registration statement will include a proxy statement of Pentair that also constitutes a prospectus of Tyco Flow, and will be sent to Pentair shareholders. In addition, Tyco Flow will file with the SEC a registration statement on Form S-1, which will include a prospectus of Tyco Flow, and Tyco will file a proxy statement with the SEC related to the proposed distribution of the Tyco Flow shares that will be sent to Tyco shareholders. Shareholders of Pentair and Tyco are urged to read the proxy statements and other documents filed with the SEC when they become available because they will contain important information about Pentair, Tyco Flow, Tyco and the proposed transactions. Shareholders will be able to obtain copies of these documents (when they are available) and other documents filed with the SEC with respect to Pentair, Tyco Flow and Tyco free of charge from the SEC's 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 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 and definitive proxy statement relating to its 2012 annual meeting of shareholders filed with the SEC on March 9, 2012. 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 and definitive proxy statement relating to its 2012 annual general meeting of shareholders filed with the SEC on January 13, 2012. These documents can be obtained free of Flow or Tyco undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances. request to Investor Relations Department, Tyco International Ltd., 9 Roszel Road, Princeton, NJ, 08540, or by calling (609) 720-4200. charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the proxy statements when it becomes available.
PENTAIR 3 PENTAIR WINNING RIGHT Well Positioned for Future Success & Sustainable Growth Clear Growth Agenda Targeted Investments, Focused Resource Allocation and Prioritized Investments Positioning to Win in the New New World Growing Population & Wealth of Developing Economies Create Tremendous Opportunity for Pentair Increasing Presence in Fast Growth Regions Pentair Integrated Management System Key to Value Creation Operational Excellence, Lean Improvements and Repositioning Benefits One-Year Anniversary of Rapid Growth Process Well Positioned for Sustainable, Profitable Growth in 2012 & Beyond Focused on Generating Strong, Sustainable Shareholder Returns
PENTAIR 4 Making Significant Progress Towards Vision OUR VISION
PENTAIR 5 A Decade of Positive Transformation ~ 20% 20% of Sales in Fast Growth Region ~ 5% 5% of Sales in Fast Growth Regions Expanded Tech Product Offerings, Acquired ~ $200M in Sales ~ 17%+ 17%+ ROS Tech Product Business Today Today Early Early 2000s 2000s Mid- Mid- 2000s 2000s Tools Largest Business Sold Tools, Acquired >$1B in Water Revenues Portfolio of ~25 Smaller Businesses; Manufacturing Oriented Global Water Business, Product Focus More Global Filtration Sales, Acquired A Leading Leading Membrane Membrane Technology Technology Company Began Lean Enterprise in Tech Products A HISTORY OF CHANGE Announced Pending Merger with Tyco Flow Control Tyco Flow Control
PENTAIR 6 More than a Decade of Differentiated Performance A HISTORY OF PERFORMANCE 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Total shareholder return of Pentair and S&P 500 from close on 12/31/2000 through close on 3/31/2012 Pentair S&P 500 Since 2001 Pentair +390% S&P Industrial +7% TOTAL SHAREHOLDER RETURN OF PENTAIR AND S&P 500
PENTAIR 7 SALES BY PLATFORM SALES BY PLATFORM SALES BY GEOGRAPHY SALES BY GEOGRAPHY SALES BY VERTICAL SALES BY VERTICAL ~2/3 Water & Fluid; ~1/3 Technical Products Balanced Portfolio with Attractive Growth Prospects Leading Brands; Solid Distributor Network Diverse Businesses, Geographies, & Vertical Markets Fast Growth Region Mix Up from ~9% in 2005 Key Growth Regions include China, Latin America, India & Middle East Strength in Diversity of Verticals Served More Advanced Water Systems Across Verticals United States (61%) Developed Non-US (21%) Fast Growth* (18%) Residential (~36%) Commercial (~11%) Industrial & Agriculture (~44%) Infrastructure (~9%) US ~2/3 Non US ~1/3 Technical Products Flow Treatment / Process Aquatic Water & Fluid Solutions A DIVERSE, GLOBAL COMPANY 2011 REVENUE OF $3.5B * Fast Growth Regions include China, Latin America, India, SE Asia, Eastern Europe, the Middle East and Africa
PENTAIR 8 2009 2010 2011 2011 PERFORMANCE A RECORD YEAR 2009 2010 2011 2009 2010 2011 RECORD SALES Adj. ROS * 9.6% ROS 11.0% $2.7 $3.0 $1.47 $2.00 Strong Year Well Positioned for Future Growth Broad-Based Growth Across Diverse Portfolio Productivity Initiatives Driving Operating Margins Higher Continuing to Deliver Strong Earnings Growth $3.5 Adj. ROS * 11.7% $2.41 SALES ($B) ADJ. OPERATING INCOME * ($M) ADJ. DILUTED EPS * ($) +13% 2-YR CAGR +25% 2-YR CAGR $258 $334 $404 STRONG PROFITS RECORD EARNINGS +28% 2-YR CAGR * Results are adjusted and from continuing operations; see reconciliations in appendix.
PENTAIR 9 $0.88 $0.01 1976 1985 1995 2005 2012 Pentair Has Increased Dividends for 36 Consecutive Years Dividends adjusted for splits and stock adjustments. *All results are on an adjusted basis. See reconciliation in appendix. 2009 2010 2011 Adj. NI FCF in excess of Adj. NI Free Cash Flow Conversion Consistently >100% of Adj. Net Income $207M $211M $248M STRONG CASH FLOW GENERATION FREE CASH FLOW ** ANNUALIZED DIVIDENDS * Strong Free Cash Flow Conversion Fuels Dividend Growth Dividend Payout Ratio Currently >30%
PENTAIR 10 Adj. Op Income Up 10% Adj. Op Margins 11.3% Up 20 bps Volume/Acq. (0.8 pts.) Price/Productivity +3.0 pts. Inflation (2.0 pts.) Adj. EPS Up 23% Adj. Effective Tax Rate ~20% ( ETR ~29% excl. discrete tax item benefit) Adj. Interest Up ~$7M Q1 Free Cash Flow of ($82M) Normal Seasonality and Timing 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 FINANCIAL HIGHLIGHTS SUMMARY Sales Up 9% (Incl. +9 pts from CPT ** & (1 pt) from FX) Water & Fluid Up 14% Technical Products Down (1%) Western Europe Plus Lower Flood-Related Pump Sales Negatively Impacted Top-Line Double Digit Growth in Industrial, Energy, Agriculture and Pool Pricing, Lean & Repositioning Drove Margins up YoY, Despite Acquisition Impact Below the Op Line, Lower Taxes YoY More than Offset Higher Interest and Diluted Shares Strong Execution Drove Double Digit Adj. Op Income Growth Q112 PENTAIR RESULTS * as presented on April 24, 2012 Q112 Q111 Sales $858M $790M Op Income (Rpt.) $85M $86M Op Income (Adj.) $97M $88M ROS (Adj.) 11.3% 11.1% EPS (Rpt.) $0.61 $0.51 EPS (Adj.) $0.64 $0.52
PENTAIR 11 Flow (~40% of Water & Fluid Solutions Sales Mix) - Expect W. Europe & Municipal Headwinds to Continue in 1H; Easier Comparisons in 2H Treatment/Process (~38% of Sales Mix) - Expect Industrial/Energy to Remain Strong; Stabilized US Residential with Easier 2H Comparisons - Expect W. Europe Headwinds to Continue; Expect Fast Growth Regions Sales to Improve Aquatic (~22% of Sales Mix) - Significant Pool Installed Base; Expect Good Demand with Eco-Select Products Growing Beyond Market - Brazil Acquisition Expected to Benefit Sales >$10M SALES GROWTH EXPECTATIONS (FY 2012) as presented on April 24, 2012 Nice Growth in Many Verticals Mitigating W. Europe & Muni Headwinds Water & Fluid Solutions, 69% Technical Products, 31% Industrial 37% Communications 20% Energy 11% General Electronics 11% Commercial 7% Infrastructure 6% Other 8% WATER & FLUID SOLUTIONS (FY 12) TECHNICAL PRODUCTS (FY 12) SALES MIX BY SEGMENT (2011) Strength in Breadth of Portfolio & Alignment with Global Mega Trends Expect Attractive Growth in Industrial and Energy Softness in Electronics and Communications Expected to Continue Lumpy Telecom Program Impact 1H ~$15M YOY Solid Growth in Commercial and Infrastructure Expected to Continue Residential 52% US 68% Non-US 32% Industrial 18% Commercial 13% Municipal 11% Agriculture 6%
PENTAIR 12 FY12 FINANCIAL OUTLOOK KEY HIGHLIGHTS 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 * as presented on April 24, 2012 FY12 FY11 Sales ~$3.7B $3.46B Op Income (Rpt.) $433M - $458M $169M Op Income (Adj.) $445M - $470M $404M ROS (Adj.) up 50 bps - 80 bps 11.7% EPS (Rpt.) $2.62 - $2.77 $0.34 EPS (Adj.) $2.65 - $2.80 $2.41 Adj. Op Income Up 10% - 16% Adj. Op Margins Up 50 bps - 80 bps Water & Fluid Margins, Up ~50 bps Technical Products Margins, Up ~100 bps Adj. FY EPS Up 10% - 16% Adj. Tax Rate 26% - 27% Adj. Interest Up ~$8M YoY Sales Up 6% - 8% (incl. ~3pts from CPT Acq.) Water & Fluid Up 8% - 10% Technical Products Up 2% - 4% FY12 Free Cash Flow ~$270M Expect >100% Net Income Conversion * 2012 full year outlook does not include any future impact from Tyco Flow Deal; All year-over-year comparisons against 2011 adjusted results.
PENTAIR 13 POSITIONED TO SERVE THE NEW NEW WORLD Breadth and Expertise to Serve the New New World Industrialization Infrastructure Resource Scarcity Quality of Life >4 Billion Reaching Middle Class Globally Needs and Wants Are Driving Demand Increasing Population and Wealth of the New New World Food Infrastructure/Industry (Transportation and Manufacturing) Energy
PENTAIR 14 CLEAR VISION, CONSISTENT STRATEGY Clear Path Forward for Growth and Value Creation Invest in Innovative Technology & Application Expertise Innovate Around Scarcity, Energy Efficiency and Sustainability Continue to Build Scale in Fast Growth Regions Taking PIMS to the Next Level and Leveraging New Rapid Growth Tool STRATEGIC PRIORITIES
PENTAIR 15 $57 $62 $58 $67 $78 1.7% 1.9% 2.1% 2.2% 2.3% 2007 2008 2009 2010 2011 ($M) % of Sales Salt-less Water Softener, featuring Hybrid Deionization Technology Liquid Natural Gas Filtration System High Capacity In-Row Cooling Units Investing in Pentairs Future and Growth INVESTING IN INNOVATION Beer Membrane Filtration Award-Winning Fish Friendly Pump RESEARCH AND DEVELOPMENT Qingdao Enclosure Design Center O Gehaltemeter for Optimizing Beverage Quality Energy-Efficient IntelliFlo Variable Speed Pool Pump 2
PENTAIR 16 Building Global Scale and Enhancing Growth Prospects Fast Growth * 9% Fast Growth * 18% 2005 Sales $2.9B Addressing the Growing Demands of the New New World Broad Array of Solutions with Growing Application Expertise and Regional Focus More Advanced Production Capabilities & Expanded Capacity 2011 Sales $3.5B GEOGRAPHIC SALES MIX INCREASING OUR GLOBAL PRESENCE * Fast Growth Regions include China, Latin America, India, SE Asia, Eastern Europe, the Middle East and Africa Developed Non-US 18% United States 73% Developed Non-US 21% United States 61%
PENTAIR 17 Safety, Quality, Delivery, Cost and Cash Focus Attracting and Developing Top Talent Prioritizing Investments & Innovation Building Growth Capabilities LEAN ENTERPRISE EXECUTING OUR PROVEN STRATEGY PIMS Roadmap Is Key to Value Creation
PENTAIR 18 Well-Positioned to Serve the New New World - Growing Population and Wealth of Developing Economies A World-Leading ~$7.7B * Industrial Growth Company - A Global Leader in Flow, Filtration and Equipment Protection PENDING PENTAIR & TYCO FLOW MERGER, Previously Announced A Great Industrial Combination Strong from the Start - More Global, More Diverse and More Scale Stronger in the Future - Projected ~$0.40 Accretive to 2013 EPS; Expect 2015 EPS of >$5.00 - Expect ~$200M annual operational cost synergies with full realization by Yr 3 - Expect Debt/Proforma 2013 EBITDA of ~1.3x 1 2 3 4 * Combined projected 2012 pro forma revenues. Tyco Flow financials calendarized to December. As Presented on March 28, 2012
PENTAIR 19 Two Global Leaders A Powerful Combination A Global Leader in Industrial Valves and Controls Strong Regional Leader in Water and Environmental Solutions A Global Leader in Industrial Heat Management Solutions Strong Lean/Six Sigma Journey Strong Cash Flow Generation Broad Global Reach PENDING PENTAIR & TYCO FLOW CONTROL COMBINATION Emerging Presence in Industrial Fluid Processing Solutions A Global Leader in Water Flow and Filtration Applications A Global Leader in Equipment Protection Solutions Proven Operational Excellence and Lean Discipline Strong Cash Flow Generation Building Global Presence STRENGTHENS FLUID PROCESS SOLUTIONS EXTENDS WATER OFFERINGS ADVANCES THERMAL CAPABILITIES ENHANCES GROWTH POTENTIAL As Presented on March 28, 2012
PENTAIR 20 Water & Environ. Water & Fluid Thermal Controls Technical Products Valves & Controls Flow Control STRONG STRATEGIC FIT Complementary Capabilities to Best Serve Customers PENTAIR SALES BY SEGMENT TYCO FLOW SALES BY SEGMENT COMBINED COMPANY SALES 2012 pro forma PROJECTED SALES ~$7.7B Technical Products, ~30% Projected 2012 Sales: ~$3.7B Projected 2012 Sales: ~$4.0B EP FC W&F * Tyco Flow financials calendarized to December. As Presented on March 28, 2012 Water & Fluid Solutions, ~45% Equipment Protection Solutions, ~25% Flow Control, ~30% Water & Fluid Solutions, ~70% Valves & Controls, ~60% Water & Environ., ~20% Thermal Controls, ~20%
PENTAIR 21 SERVING HIGHLY ATTRACTIVE GROWTH SECTORS Driven By Strong Secular Growth Trends Increased Scale in Attractive Growth Sectors Sales Mix: Estimated 35% Project DIVERSE VERTICALS COMBINED 2012 pro forma PROJECTED SALES MIX Infrastructure, ~10% Comml, ~10% Industrial Performance & Quality Efficiency Hazardous Energy Efficiency Unconventional Technology Global Water Scarcity Regulation Sustainability Infrastructure Aging Capacity Needs Urbanization SECULAR TRENDS DRIVING DEMAND As Presented on March 28, 2012 Industrial, ~35% Energy, ~25% Residential, ~20%
PENTAIR 22 EXPANDED GLOBAL REACH Fast Growth Regions ~25% of Combined Sales ~40% US & CANADA ~35% DEVELOPED REST OF WORLD WORLDWIDE >100 Manufacturing Facilities >90 Service Centers >30,000 Employees Significant US Residential Installed Base US Industrial Sector Strength Continued Increase in Demand for Oil and Gas, Power Broader Offering, Recognized Brands, Plus Service Centers in Large, Fragmented Market Rising GDP and Urbanization Driving Infrastructure, Energy & Water Demands Robust Industrial Sector Greater Scale in Fast Growth Regions Across All Businesses ~25% FAST GROWTH REGIONS As Presented on March 28, 2012
PENTAIR 23 Operating/G&A Cost Synergies: ~$160M Direct/Indirect Sourcing Opportunities Lean/PIMS in Factories: Deploy in Tyco Flow IT/Finance/HR Standardization Management and Regional Business Integration Day One Cost Avoidance: ~$40M ~$80M Public Company Corporate Cost Avoidance, Net of ~$40M Integration/Corporate Investments Day One Annualized Tax Rate of ~24-26% (Below the Operating Line) Expect Annualized Tax Rate of ~24-26% Revenue Synergies All Upside Potential Cross-Selling of Channels, Verticals, Products and Services Not Assumed in Accretion and Cash Flow Forecasts VALUE CREATION POTENTIAL ~$1B in Value Day 1 from Corp Cost Avoidance + Taxes RUN-RATE SYNERGY ESTIMATE Estimated One Time Costs of $230M (~1/3 is Non-Cash Inventory Step-Up Costs) ANTICIPATED PRE-TAX SYNERGIES As Presented on March 28, 2012 Corp Cost Avoidance Tax Synergies Cost Synergies ~$200M of Operational Synergies pre-tax Expected Annualized Tax Rate of ~24-26%
PENTAIR 24 Direct/Indirect Sourcing Benefit from Global Procurement and Indirect Sourcing Capabilities Leverage Company-Wide Standard Vendor Lists Insource/Resource Common Buys Operations / Lean PIMS Works Proven Processes Utilizing Standard Work and Cultural Influence Global Structure Significant Opportunity Drive to Standard Systems and Processes in IT/Finance/HR to Reduce G&A Integrate and Leverage Regional Sales and Service Locations Focus in Fast Growth Regions Pentair G&A ~7.5% of Sales Tyco Flow SpinCo >10.5% No Reductions in R&D COST SYNERGY DRIVERS Expected Annual Cost Synergies of ~$200M by 2015 2013 2014 2015 ~$90M ~$150M ~$200M Direct/ Indirect Sourcing Ops/ Lean Global Structure: G&A, Selling/ Mkting EXPECTED Operational Cost SYNERGIES As Presented on March 28, 2012
PENTAIR 25 VALUE CREATION ROADMAP Clear Strategy, Focused Execution and Proven Framework CLEAR VISION, CONSISTENT STRATEGY PERFORM AT A HIGHER LEVEL EXECUTE OUR PROVEN STRATEGY LEVERAGE COMBINED STRENGTHS Focus on Key Value Creation Metrics: - Organic Sales Growth + Key Acquisitions - Op Margin Expansion - Prioritized Growth - Cash Flow > NI - ROIC Based on the Pentair Integrated Management System (PIMS) - Lean Enterprise - Talent Process - New Product Development Roadmap - Rapid Growth Process Shared Vision and Win-Right Culture Leverage Process and Cash Flow Disciplines Strong Customer-Centric Business Models Clear, Simple, Global Vision based on New New World Shareholder Value Creation Has Always Been Our #1 Goal
PENTAIR 26 INTEGRATION LEADERSHIP Valves & Controls Thermal Water & Environ. Pentair Dedicated Resources to Capture Synergistic Potential Leaders by Function Business Process Sourcing/ Indirect Lean/RE Logistics Finance/IT Selling/ Marketing HR/ Culture Legal/ Compliance Executive/ Board INTEGRATION TEAM Reporting Directly to Chairman/CEO INTEGRATION LEADER Program Management Office (PMO) Integration Team Will Consist of ~25 40 Proven Leaders Primary Focus on Structure, Standardization, Indirect Spend, Direct Materials and On-Boarding Function and Geographic Region Focus Pentair + Tyco Flow Leadership Supported by PMO Office First 100 Days Plan Already Underway As Presented on March 28, 2012
PENTAIR 27 Mega Trends in Favor of Combination Complementary Extension of Product Offerings & Solutions More Scale, More Global and More Diverse Broader Global Reach Fast Growth Region Sales ~25% Global Service and Sales Coverage Increased Scale in High Growth Applications Enhanced Product Offerings and Solutions Diverse Customer Base COMBINED PENTAIR AND TYCO FLOW BY APPLICATION COMBINED 2012 pro forma PROJECTED SALES MIX BY PLATFORM COMBINED 2012 pro forma PROJECTED SALES MIX BY GEOGRAPHY COMBINED 2012 pro forma PROJECTED SALES MIX As Presented on March 28, 2012 Equipment Protection Solutions, ~25% Flow Control, ~30% Water & Fluid Solutions, ~45% US and Canada, ~40% Fast Growth Regions, ~25% Western Europe, ~20% Developed Non-US, ~15% Energy, ~25% Infrastructure, ~10% Residential, ~20% Industrial, ~35% Comml, ~10%
PENTAIR 28 APPENDIX GAAP to Non-GAAP Measurements & Reconciliations
PENTAIR 29 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 Year In millions, except per-share data 2012 2012 Net sales 858.2 $ approx $3.700 Operating income - as reported 85.0 approx 433 - 458 % of net sales 9.9% approx. 12% Adjustments: Deal related costs 11.8 11.8 Operating income - as adjusted 96.8 approx 445 - 470 % of net sales 11.3% approx. 12%+ Net income attributable to Pentair, Inc. - as reported 60.8 approx 265 - 281 Interest expense (1.2) (1.2) Adjustments net of tax 4.4 4.4 Net income from continuing operations attributable to Pentair, Inc. - as adjusted 64.0 approx 268 - 284 Continuing earnings per common share attributable to Pentair, Inc. - diluted Diluted earnings per common share - as reported 0.61 $ $2.62 - $2.77 Adjustments 0.03 0.03 Diluted earnings per common share - as adjusted 0.64 $ $2.65 - $2.80
PENTAIR 30 Pentair, Inc. and Subsidiaries Reconciliation of the GAAP "As Reported" years ending December 31, 2011, December 31, 2010 and December 31, 2009 to the "Adjusted" non-GAAP excluding the effect of adjustments (Unaudited) Year Year Year In millions, except per-share data 2011 2010 2009 Net sales 3,456.7 $ 3,030.8 $ 2,692.5 $ Operating income - as reported 168.5 $ 334.2 $ 219.9 $ % of net sales 4.9% 11.0% 8.2% Adjustments: CPT deal related costs 8.3 Restructuring and asset impairment 12.9 37.9 Inventory step-up and customer backlog 13.4 Goodwill impairment 200.5 Operating income - as adjusted 403.6 334.2 257.8 % of net sales 11.7% 11.0% 9.6% Net income from continuing operations attributable to Pentair, Inc. - as reported 34.2 197.8 115.5 Adjustments net of tax 206.5 26.2 Bond tender 3.2 Net income from continuing operations attributable to Pentair, Inc. - as adjusted 240.7 197.8 144.9 Continuing earnings per common share attributable to Pentair, Inc. - diluted Diluted earnings per common share - as reported 0.34 $ 2.00 $ 1.17 $ Adjustments 2.07 0.30 Diluted earnings per common share - as adjusted 2.41 $ 2.00 $ 1.47 $ REPORTED TO ADJUSTED RECONCILIATIONS (2011, 2010, 2009)
PENTAIR 31 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 32 GAAP TO NON-GAAP RECONCILIATION Pentair, Inc. and Subsidiaries Reconciliation of Free Cash Flows for the years ending December 31, 2011, December 31, 2010 and December 31, 2009 (Unaudited) In millions 2011 2010 2009 Free Cash Flow Net cash provided by (used for) continuing operations 320.2 $ 270.4 $ 259.9 $ Capital expenditures (73.3) $ (59.5) $ (54.1) $ Proceeds from sale of property and equipment 1.3 $ 0.3 $ 1.2 $ Free cash flow 248.2 $ 211.2 $ 207.0 $ Pentair, Inc. and Subsidiaries Reconciliation of Free Cash Flows for the three months ending March 31, 2012 and April 2, 2011 (Unaudited) In millions 2012 2011 Free Cash Flow Net cash provided by (used for) operating activities (67.5) $ (48.2) $ Capital expenditures (15.6) $ (13.3) $ Proceeds from sale of property and equipment 1.5 $ 0.1 $ Free cash flow (81.6) $ (61.4) $