PENTAIR

PENTAIR’S PATH FORWARD

Electrical Products Group Conference

RANDALL J. HOGAN

Chairman and Chief Executive Officer

May 22, 2012

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

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,  Pentair’s and Tyco Flow’s

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; Pentair’s and Tyco’s 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 Flow’s operations; Pentair’s and Tyco Flow’s ability to integrate successfully after the Merger and achieve anticipated synergies; the

effects of government regulation on Pentair’s or Tyco Flow’s businesses; the risk that disruptions from the transaction will harm Pentair’s or Tyco Flow’s business; Pentair’s, Tyco Flow’s and Tyco’s

plans, objectives, expectations and intentions generally; and other factors detailed in Pentair’s and Tyco’s 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 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 containing a preliminary prospectus and Tyco filed with the SEC a preliminary proxy statement 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 SEC’s 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 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 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 Flow’s 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. 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 Tyco’s preliminary proxy statement, which was filed with the SEC on May 8, 2012. 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.

PENTAIR

3

KEY MESSAGES

Positioning ‘New’

Pentair for Sustainable, Profitable Growth

Clear Strategic Roadmap

for Shareholder Value Creation

Integration Planning

Efforts Well Underway

High Confidence

in Deal Synergies and Long Term Targets

Pentair

and

Tyco

Flow

Control

…

Great

Fit

PENTAIR

4

A Decade of Positive Transformation

~

20%

of Sales

in Fast Growth

Region

~

5%

of Sales

in

Fast Growth

Regions

Acquired

~

$200M

in Tech Product

Sales

Today

Today

Early

Early

2000’s

2000’s

Mid-

Mid-

2000’s

2000’s

Sold Tools,

Acquired >$1B in

Water Revenues

Portfolio of ~25

Smaller Businesses;

Manufacturing

Oriented

Global Businesses,

More Solutions

Focused

Acquired A Leading

Membrane Technology

Company (May 2011)

Began Lean

Enterprise in

Tech Products

A HISTORY OF CHANGE

Announced Pending

Merger with

Tyco Flow Control

(March 2012)

Clear Strategic Roadmap

PENTAIR

5

2009

2010

2011

STRONG PERFORMANCE Pentair Standalone

2009

2010

2011

Adj.

ROS

*

9.6%

ROS

11.0%

$2.7

$3.0

Fast Growth Regions, Innovation & Op Excellence Key Drivers

•

8% Organic Growth, 2 Yr CAGR

-

Tech Products

+12%

-

Water & Fluid

+7%

w/ No Meaningful Residential    

Market Recovery

•

PIMS Toolkit

-

Key Driver of 210 bps Op Margin

Expansion Over Past Two Years

-

Enabling

Increasing

R&D

and

Growth Investments

$3.5

Adj.

ROS

*

11.7%

SALES

($B)

ADJ. OPERATING INCOME

*

($M)

FREE CASH FLOW

*

($M)

+13%

2-YR CAGR

+25%

2-YR CAGR

$258

$334

$404

*Results are adjusted and from continuing operations; see reconciliations in appendix

2009

2010

2011

Adj. NI

FCF in excess of Adj. NI

•

Cash Generation

-

FCF >100% of Adj. Net Income

for 8 of Past 10 Years

-

36 Consecutive Years of

Dividend Increases

$207

$211

$248

+10%

2-YR CAGR

Clear Strategic Roadmap

PENTAIR

6

CURRENT STATE OF AFFAIRS

Solid Secular Demands …

Prioritized Investments

•

Secular Trends in Energy Efficiency, Sustainability and Scarcity

Continue to Drive Solid Demand

•

Growth Investments Reading Out

in Energy, Food & Beverage,

Fast Growth Regions …

Steady Industrial

•

Price/Inflation Dynamics Positive

... With Good Productivity

•

Anniversary CPT Acquisition in Q2 …

Nice Contribution to

Growth Expected in 2H of 2012

•

Western

Europe

and

Municipal

Headwinds

Continue;

Easier

Comparisons in 2H of 2012

•

Negative Impact from Foreign Currency Expected

Clear Strategic Roadmap

PENTAIR

7

STRATEGIC ROADMAP

Shareholder Value Creation is #1 Priority

•

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

Clear Strategic Roadmap

PENTAIR

8

Safety, Quality, Delivery, Cost and Cash Focus

Attracting and Developing Top Talent

Prioritizing Investments & Innovation

Building Growth Capabilities

LEAN

ENTERPRISE

PENTAIR INTEGRATED MANAGEMENT SYSTEM

Executing Our Proven Strategy

Clear Strategic Roadmap

PENTAIR

9

STRATEGIC GUIDEPOSTS

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

Great Fit

&

PENTAIR

10

•

More Scale in Fast Growth

Regions

•

More High Growth,

Attractive Verticals

•

Strong from the Start …

Stronger in the Future

•

Strong Balance Sheet &

Steady Cash Flow

•

Better Positioned to Address

Global Trends

in “New”

New

World

Expect

$0.40

Accretive

to

2013

Adj

EPS

**

..

>$5/share

in

2015

WHY TYCO FLOW CONTROL

STRONGER, MORE BALANCED

~18%

~25% 

Fast Growth Regions

% of Sales

<10%

~25% 

Energy

Sector     

% of Sales

~36%

~20% 

Residential

Sector

% of Sales

~20/80

~45/55 

Long/Short Cycle

Business

~2.6X

~1.6X 

Debt to EBITDA

Ratio

BEFORE*

AFTER*

Great Fit

*

“Before” reflects standalone Pentair 2011 Sales, Debt and EBITDA; “After” reflects combined proforma projected 2012 Sales, Debt and EBITDA; **Excludes Anticipated Transaction

Related Costs:  Restructuring & Other; Transaction;  and Noncash Inventory Step-up and Customer Backlog Costs.

PENTAIR

11

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*

Water &

Fluid

Solutions,

~70%

Technical

Products,

~30%

Valves &

Controls,

~60%

Water &

Environ.,

~20%

Thermal

Controls,

~20%

Projected 2012 Sales:  ~$3.7B

Projected 2012 Sales:  ~$4.0B*

Technical

Products,

~30%

Water &

Fluid

Solutions,

~45%

Equipment

Protection

Solutions,

~25%

Flow

Control,

~30%

* Tyco Flow financials calendarized to December.

Great Fit

PENTAIR

12

SERVING HIGH GROWTH SECTORS

Driven By Strong Secular Growth Trends

Increased Scale in

Attractive Growth Sectors

DIVERSE VERTICALS

COMBINED 2012 pro forma PROJECTED SALES MIX

Industrial

Performance & Quality

Efficiency

Hazardous

Energy

Efficiency

Unconventional

Technology

Global Water

Scarcity

Regulation

Sustainability

Infrastructure

Aging

Capacity Needs

Urbanization

SECULAR TRENDS DRIVING DEMAND

Great Fit

* Energy includes Oil & Gas; Power and Mining.

Energy*,

~25%

Comm’l,

~10%

Infrastructure,

~10%

Industrial,

~35%

Residential,

~20%

PENTAIR

13

EXPANDED GLOBAL REACH

Fast Growth Regions ~25% of Combined Sales

~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 Global Increase

in Demand for Oil and Gas,

Power & Mining

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

Great Fit

* Energy includes Oil & Gas; Power and Mining.

Combined 2012 Pro Forma Projected

Geographic Sales Mix

~40%

US & CANADA

PENTAIR

14

•

Operating/G&A Cost Synergies: ~$160M pre-tax

–

Direct/Indirect Sourcing Opportunities

–

Lean/PIMS in Factories: Deploy in Tyco Flow

–

IT/Finance/HR Standardization

–

Management and Regional Business Integration

•

‘Day 1’

Cost Avoidance: ~$40M pre-tax

–

~$80M Public Company Corporate Cost Avoidance,

Net of ~$40M Integration/Corporate Investments

•

‘Day 1’

Annualized Tax Rate of ~24-26%

(Below the Operating Line)

•

Revenue Synergies …

All Upside Potential

–

Cross-Selling of Channels, Verticals, Products and Services

–

Not Assumed in Accretion and Cash Flow Forecasts

VALUE CREATION POTENTIAL

Corp Cost

Avoidance

Tax

Synergies

Cost

Synergies

Tremendous Day 1 Value From Corp Cost Avoidance + Taxes

RUN-RATE SYNERGY ESTIMATE

Est. Transaction Related Costs of $360M

(~$220M is Non-Cash Inventory Step-Up and

Customer Backlog Costs)

~$200M

Operational

Synergies

pre-tax

ANTICIPATED SYNERGIES

Expected

Annualized

Tax Rate of

~24-26%

High Confidence in Synergies

‘Day 1’

Synergies

PENTAIR

15

COST SYNERGY DRIVERS

Expected Annual Cost Synergies of ~$200M by 2015

~$25M

~$20M Direct

~$40M Indirect

Proven PIMS Strategy

–

$25M

by

Year

3

(Lean,

Distribution,

&

Warranty)

–

Reinvesting in Lean Talent Yr 1 & 2

Realistic Sourcing Assumptions

–

Scale, Geographic Reach, and Standardization

–

Manufacturing

Footprint

Rationalization

Not

Incl.

~$115M

Good Visibility

–

½

Cost Avoidance; ½

Standardization

–

Standardization of Accounting, ERP’s,

Global Structure, Payroll, and IT Applications

–

Includes ~$20M Integration Team Investment

ANTICIPATED OPERATIONAL

COST

SYNERGIES

pre-tax

~$90M

~$150M

~$200M

Global

Structure:

G&A,

Selling/

Marketing

Ops/

Lean

Direct/

Indirect

Sourcing

2013

2014

2015

High Confidence in Synergies

‘Day 1’

Cost

Synergies

PENTAIR

16

16

16

Core Capabilities …

Leverage Existing Playbooks

PROVEN PENTAIR CAPABILITIES

•

ERP Platforms

40+

15

>60%

•

Data Centers

40+

6

>85%

•

HR Processes

850+

~35

>95%

•

Payroll Centers

35+

18

>45%

•

Accounting Centers

50+

27

>45%

2007    2011*

•

Core Business Potential

Example: Doubled Technical Products

Op Margin in 10 Yrs to 18%+ with

Further Opportunities to Drive

Productivity Improvements

Est. ~$70M of

Savings

’07

–

‘11

…

Further Potential

w/CPT, Tyco Flow

High Confidence in Synergies

STANDARDIZATION

LEAN ENTERPRISE

Improvement

* Excludes CPT Acquisition.

•

Year 1 Benefits in Acquisitions

Meaningfully Improved Lead Times,

Freed Up Manufacturing Space,

Reduced Inventory Levels …

Helped

‘Fund’

Lean Leaders/Training in Every

CPT & Hidro Filtros Facility

PENTAIR

17

REVENUE OPPORTUNITIES

Significant Potential …

Not

in Synergy/EPS Targets

High Confidence in Synergies

•

Cross-Selling Across the Global Enterprise

–

Protective Enclosures, Thermal, Valves & Controls, Process Technologies,

Water Purification, Flow Technologies, Water & Environmental Systems,

Aquatic Systems

•

Greater Fast Growth Region Presence

–

Tyco Flow Adds Immediate Scale in Emerging Markets

•

Technology Innovation with Greater Customer Reach

–

Pentair’s Filtration & Flow Technology …

Tyco Flow’s Global

& Customer Reach

–

Tyco Flow’s Valves, Controls & Thermal Technology …

Pentair’s Customer

& Channel Reach

•

Extend Service Footprint to Grow Aftermarket Revenue

–

Extend Tyco Flow’s >90 Service Centers and >1,100 Service Technicians

Globally to Pentair Systems and Solutions

PENTAIR

18

18

INTEGRATION PRINCIPLES

•

Lock & Load on Short, Medium and Long-term Deliverables

“Day 1–100”

Business Continuity & Fast Start

“Day 500”

Growth & Cost Synergies Realized …

Organization in Rhythm

“Day 1,000”

$10B+ Global Leader …

One Company Culture

•

Ensure Base Business Results of the 8 GBU’s Are Delivered

•

Ensure We Achieve Targeted Cost Synergies (base + synergies = 2015 targets)

•

Elevate Functional Capabilities to Manage a Global Company

•

Manage Potential Risks (Competitors, Tax, Compliance)

•

Build a Pipeline of Growth Opportunities to Deliver Upside

•

Choose

&

Go

…

Standard

Processes

&

Critical

Activities…

Applied

Quickly

Over 30,000 Employees Focused On Delivering Value

Integration Planning

PENTAIR

19

INTEGRATION APPROACH

19

19

Enhance PIMS and Drive Across All Businesses

Leverage & Expand

PIMS Toolkit

Fully Train, Fully Adopt & Expand

8 Global

Business Units

Choose Quickly & Go

~50/50 Pentair/Tyco Flow

(~$160M after Corp Cost Avoidance)

Drive Standardization

Opportunity

Avoid, Leverage &

Reduce Costs

Integration Planning

PENTAIR

20

20

•

1 GBU

–

Valves & Control

•

~30% Fast Growth

•

Growth Opportunities:

Energy & Industrial

Process

•

Standardization Synergy

Opp’ty:

~200 bps of ROS

8 GBU’s With Attractive Growth Opportunities

RUN AS 8 GBU’s (In 3 Reporting Segments)

Equipment Protection Systems

~$1.9B*

Flow Control

~$2.5B*

Water & Fluid Solutions

~$3.3B*

•

5 GBU’s

–

Flow Technologies

–

Process Technologies

–

Aquatic Systems

–

Water & Environmental

Solutions

–

Water Purification

•

~25% Fast Growth

•

Growth Opportunities:

Water Reuse, Energy

Efficiency, Food and

Beverage & Infrastructure

•

Standardization Synergy

Opp’ty:

~250 bps of ROS

•

2 GBU’s

–

Technical Products

–

Thermal

Solutions

•

~20% Fast Growth

•

Growth Opportunities:

Energy, Industrial &

Infrastructure

•

Standardization Synergy

Opp’ty: ~150 bps of ROS

Integration Planning

* Tyco Flow financials calendarized to December; Combined Projected Pro Forma 2012 Sales

PENTAIR

21

21

8 GBU’s With Strong Growth and Income Potential

SYNERGY PLANNING

Integration Planning

•

Direct Sourcing; ~$20M by 2015: Looking to Drive Upside, needs to be managed by

Commodity,

By

Business,

By

Localized

Region

(~20

bp’s

of

improvement

by

2015)

•

Global Selling/Marketing + Indirect Sourcing; ~$35M by 2015 : Includes Fast Growth

Facility & Organization Opportunities, Reduction in Printed Collateral, Alignment of

Tradeshows, Brand Rationalization and Positioning, Cross Selling, Customer Care, &

Developed Sales Office Consolidation and Structure across 8 GBU’s and over 200 sales

offices

(~40

bp’s

of

improvement

by

2015)

•

Corporate; ~$45M by 2015: Almost Complete with New Pentair Budget …

on Track and

Expanding Capability to Serve a ~$10B Global Company

•

Lean & Operations + Indirect Sourcing; ~$35M by 2015: Includes Warranty, Scrap,

Facilities Costs, Utility Costs, SKU Rationalization, Distribution, Excess & Obsolete,

Delivery across ~100 Factories and ~90 Service Centers …

(~40 bp’s of improvement by 2015)

Does Not Yet Include Factory Consolidations

•

Global G&A + Indirect Sourcing; ~$65M by 2015: Includes Fast Growth Shared Support,

Reduction of ~40 ERP’s within the GBU’s, Standardization of >50K Software applications,

standardization of payroll, credit, collections, payables, IT infrastructure, mobile

devices, other

indirect

spending,

audit

fees

&

statutory

fees

and

structure

(~130

bp’s

of

improvement by 2015)

PENTAIR

22

TIMELINE

Solid Progress …

On Track to Close End of September

•

Filed Preliminary S-4

•

Early Termination on Hart-

Scott-Rodino

•

Named Integration Leader;

Held Planning & Kick Off

Meeting

•

Began Functional Work

Stream Planning (detailed level)

•

Identified Business Leaders

•

Defined Reporting Structure

•

Final S-4 and Proxy

Statement Filing

•

Obtain Other Regulatory

Approvals (EU, other foreign jurisdictions)

•

Pentair and Tyco International

Shareholder Approval

•

Project by Project detailed

Synergy Plans with

Accountable Owners

Execute On 2012 Strategic

Execute On 2012 Strategic

Priorities & Targets …

Priorities & Targets …

Retain Talent

Retain Talent

Integration Planning

COMPLETED (~60 DAYS)

NEXT STEPS (~180 DAYS)

PENTAIR

23

23

KEY MILESTONES

Integration & Standardization …

With Priorities

•

Day One Synergies

•

Business Continuity

•

People & Communications

•

Integration Playbook

•

Day 1 Synergies + Path Forward on Year 1

•

Maintain Business & Customer Focus

•

Energized Workforce …

Positive & Focused

•

Frame Revenue Synergies

•

Growth & Cost Synergies

•

PIMS Adopted & Elevated

•

Functional Standards

•

Integration Standardization

•

Maximize Growth & Cost Opportunities

•

Operationally & Culturally One Company

•

Elevating Our Capabilities in Each Function

•

Standardized / Repeatable Programs

•

Deployed Global Processes

•

Standardization & Culture

•

Leading Global Practices

•

Identify & Incorporate New Processes

Integration Planning

CONTINUITY & FAST START

GROWTH + STANDARDIZATION

LEADING GLOBAL PROCESSES

‘First 100 Day’

Plan

‘Day 500’

Plan

‘Day 1,000’

Plan

PENTAIR

24

SUMMARY

Positioning ‘New’

Pentair for Sustainable, Profitable Growth

Clear Strategic Roadmap

for Shareholder Value Creation

Integration Planning

Efforts Well Underway

High Confidence

in Deal Synergies and Long Term Targets

Pentair and Tyco Flow Control …

Great Fit

PENTAIR

Questions?

Thank You

PENTAIR

26

APPENDIX

GAAP to Non-GAAP Measurements & Reconciliations

PENTAIR

27

REPORTED TO ADJUSTED RECONCILIATIONS

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

$                          

PENTAIR

28

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 and Subsidiaries

Reconciliation

of

the

GAAP

"As

Reported"

Operating

Income

to

the

"Adjusted"

EBITDA

for

the

years

ending

December

31

(Unaudited)

Pro Forma *

In millions

2011

2012

Operating income -

as reported

168.5

$                 

580.0

Adjustments:

Deal related costs and restructuring

21.2

130.0

Inventory step-up and customer backlog

13.4

160.0

Goodwill

200.5

—

Operating income -

as adjusted

403.6

870.0

Depreciation and amortization

108.1

275.0

EBITDA

511.7

$                 

1,145.0

$              

*  The pro forma information includes a full year of Tyco Flow financials (calendarized to a December 31 year-end).

as if the merger took place on January 1, 2012.