Sara Zawoyski - Head, IR Randy Hogan - Chairman and CEO John Stauch - CFO

Robert Barry - UBS Mike Worley - Janney Capital Markets Hamzah Mazari - Credit Suisse John Quealy - Canaccord Josh Pokrzywinski - MKM Partners Jeff Hammond - KeyBanc Capital Markets Scott Graham - Jefferies Brian Drab - William Blair Brian Konigsberg - Vertical Research Deane Dray - Citigroup Garik Shmois - Longbow Research Terry Darling - Goldman Sachs David Rose - Wedbush Securities Mike Halloran - Robert Baird Stewart Scharf - S&P Capital

At this time, I would like to welcome everyone to the Pentair Q4 2011 earnings conference call. (Operator Instructions) I'll now introduce and turn the call over to Sara Zawoyski, Head of Investor Relations.

Welcome to Pentair's full year and Q4 2011 earnings conference call. We're glad you could join us. I'm Sara Zawoyski, Head of Investor Relations. With me today is Randy Hogan, our Chairman and Chief Executive Officer; and John Stauch, our Chief Financial Officer. On today's call, we will provide details on our Q4 and full year 2011 performance as well as our Q1 2012 outlook, as outlined in this morning's release. Before we begin, let me remind you that any statements made about the company's anticipated financial results are forward-looking statements subject to future risks and uncertainties, such as the risks outlined in Pentair's 10-Q for the quarter ended October 1, 2011, and today's release. Forward-looking statements included herein are made as of today, 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. Today's webcast is accompanied by a presentation, which can be found in the Investors section of Pentair's website at www.pentair.com. We will reference these slides throughout our prepared remarks. All references today will be on an adjusted basis amongst otherwise indicated towards the non-GAAP financials reconciled in the appendix of the presentation. We'll reserve time for questions and answers after our prepared remarks, but in recognition that there are other calls going on this morning, we will target to be done in an hour. With that, I'd like to request you to limit your question to one and get back in the queue for further questions. So we can try to make it for everyone this morning. With that, Randy?

Thanks, Sara, and welcome everybody. Let me begin with our fourth quarter performance on Slide 2. As you saw in the press release, we recorded the non-cash goodwill impairment charge of roughly $200 million pre-tax and $1.82 per share related exclusively to our Residential Filtration business as a result of our annual impairment assessment process. The recent decline we saw in residential water treatment components sales in the U.S. and Western Europe and the expected continued softness in these end markets no longer supported the level of goodwill carried in Residential Filtration. Clearly, this is a difficult headline on which to end the year and one that I'm personally disappointed to have to report. However, it does not change where we are as a company, the progress we've made in 2011 and the growth opportunities we have ahead. Today, we sell roughly $1.2 billion into the global residential end markets. Roughly one-third of that relates to pool, which is already back to setting records with good secular trends and efficiency in automation. Another third of that is Flow with solid replacement demand and a strong performance in 2011. The remaining third is Filtration, which includes point-of-use filtration which has low penetration and solid global growth, and the water treatment softener component business that mainly serves developed regions and tends to be more discretionary. This business is the one that's been impacted by consumer sentiment and financing in the housing business. We still, however, continue to see long-term value in the Residential Filtration business with growing scale and fast growth regions and industry-changing innovations like the Hybrid DI coming to market this year. We expect to continue to gain from our global expansion and innovation to drive topline growth and will be relentless in our focus on operational excellence and improving operating performance in Residential Filtration to be sure Pentair is well positioned to benefit from a meaning residential recovery in this business when that comes. The other item impacting Q4 reported earnings was an $11 million pre-tax restructuring charge as we reposition the company to capture CPT cost synergies, address the realities in the developed markets and continue to reposition us for global growth. Let's turn now to the core operating performance in Q4, which came in generally in line with the revised growth expectations we shared in December. The operating performance headlines were solid despite the headwinds in Western Europe in Residential Filtration. Overall, we grew sales 15%, expanded adjusted operating margins to drive operating profits of 18% and delivered adjusted EPS of $0.56, which is up 14%. Strength continued in many of the end markets we serve, including industrial, beverage, agriculture and energy. Momentum continued in the fast growth regions as well with sales up 23% in the quarter before including the CPT acquisition. We continue to execute well on our growth initiatives with new products and expanding coverage adding to our growth. Margin increased another 30 basis points in the fourth quarter, generally as expected. Volume, productivity and pricing helped to offset persistent material inflation to sustain growth investments. In Q4, we delivered adjusted EPS of $0.56 compared to the $0.49 in the prior year, reflecting the solid sales in both Water and Technical Products, excellent operating performance and benefit from CPT. We finished strong in cash flow, generating $61 million in the quarter. This brings our full year free cash flow to $248 million. In sum, we delivered another quarter of solid operating performance with strong execution driving topline results, good price cost dynamics enabling margin expansion and sustained productivity funding continued growth investments, which we believe position us well for growth in 2012 and beyond. Now let's turn to Slide 3 for a review of our Water results. Water sales grew 21% year-over-year in the quarter, largely driven by the CPT acquisition, which added $92 million in sales. Excluding the 2010 GIWW project headwind in Engineered Flow, organic sales grew 6% in Water with good price realization and broad base growth across the businesses. Residential Flow sales were up 7% in the quarter. Share capture with better delivery in quality, new products and geographic expansion helped to offset headwinds in Western European pump sales which were down nearly 10% in the fourth quarter. Agricultural equipment sales, including irrigation pumps and crop spray, grew an impressive 31% in the quarter, lapping a 30% growth of a year ago to finish the year overall of 19%. While still relatively modest today, we believe this business can meaningfully contribute to Pentair's future growth with innovation, geographic expansion and channel improvement. Residential Filtration sales grew 5% in the quarter. Fast growth region sales continue to grow at a robust pace with India more than doubling. We continue to expand distribution coverage and make great strides in our in-region for-region strategy. In contrast, sales in developed regions were down 5% in the quarter, reflecting channel and discretionary pressures in residential softener components as well as a sharp adjustment in yearend pro channel inventory levels in the U.S. While we have some upcoming product launches, including a new treatment valve in Q2, we expect continued weakness in residential softener component sales this year. Pool sales were up 18% in the quarter, reflecting share gains and a solid aftermarket demand. Early buy program sales were strong with good carryover, while standard orders grew at an even faster rate, both of which are positive indicators for 2012. Expanded distribution continues to be a growth driver, adding another 95 dealers in the quarter, totaling over 400 additions for the year. Our Eco-Select products well outpaced the industry, growing 25% in 2011, led by impressive IntelliFlo pump sales which were up over 50% this year. Next in innovation is the IntelliChem, which is an efficient auto dosing pool system that monitors pH and sanitizing levels to maintain safe well balanced water. Even with no meaningful housing recovery, industry growth fundamentals remain strong with now over 30 utility-funded rebate programs for energy-efficient pool products and expected launch of an ENERGY STAR program by the EPA with support from the DoE for pool pumps later in 2012. Share gains combined with targeted international expansion at technology and innovation investment should position us well with sustain growth going forward. Engineered flow sale decreased 25% with a GIWW comparison driving 17 percentage points of that decline. The remaining 8% decline reflects continued softness in the large U.S. municipal project sales, partially offset by strong industrial sales. While muni backlog seems to be stabilizing running at roughly $60 million, consistent with 2010 end of the year numbers but better than the 2011 low-point of approximately $45 million, we continue to expect ongoing sluggish municipal sales in the U.S. as reduced capital spending for Water infrastructure continues. Filtration Solutions sales were up 3% at ex-CPT and up 5% excluding foreign exchange. We continue to see nice growth and desalination through the distribution channel along with some project work. Food service steadily adds the sales each quarter, growing 4% in Q4. In energy, sales were down modestly year-over-year reflecting some project delays. Backlog in energy projects, however, has never been stronger as we apply our existing technology in systems outside of the refinery to sell the broader set of customer needs in the oil and gas market. CPT added $92 million in sales in Q4 and grew mid-single digits in local currency when compared to pre-acquisition 2010 sales. Growth moderated from Q3 reflecting market pressures, a tighter project focus and currency headwind. For our market view, backlog remains strong, we seem them delayed from project activity particularly in the municipal water side, which we expect to continue into 2012. Q4 also reflects the tighter focus on profitable growth, muting the topline slightly near-term, but expected to boost profitability and long return. And last currency was more of a headwind than we expected coming into the quarter. For 2012, I'm confident on our ability to generate 10% plus topline growth in this business and grow profits at an even faster pace. We've got some exciting innovations with both our Megablock and Anaerobic-MBR solutions now both in the market. In Dairy, we just launched the first and currently only mix proof valve that is not required a full port leakage chambers, which simply means greater efficiency, much more safety and smarter operation and a new space-saving design for our customers. We're also developing a new technology platform around hollow fiber nanofiltration that improves performance due to the less energy and reduces the footprint compared to the standard RO solution used today. The first targeted application is the removal of silica from water using high purity applications like boiler water feed and steam generation in power plants with plans for broader applications in the future including color and endocrine disruptor in 2013 and beyond. Cross-selling opportunities are also beginning to take hold. Global sales training for CPT should be complete in Q1, unlocking pull-through potential for vessels, pumps and the full water product line. The cross-selling opportunities extent to food and beverage as well, with our leading position in aseptic valves and diary, for example. We're recently started pouring utility pumps, incoming water treatment, boiler feed water and wastewater treatment proving meaningful upside potential. I believe we've only just began to see the benefits from our combined sales coverage, technology platforms and product portfolios. The right half of the page shows Q4 Water operating profits and margin. Water operating margins expanded 20 basis points to 11.2% in the quarter, a significant accomplishment given the mix pressures. I'm pleased with pricing and productivity was constant in Q4 helping the offset inflation. While CPTs seasonality help Water margins in Q4, we expect to drive meaningful improvements in CPT margins going forward through a combination of volume leverage, lean-driven efficiencies as well as synergistic cost takeout from the Q4 repositioning efforts. Through the application of lean disciplines we've already made progress in multiple plans. Examples include machine setup time in half, doubling output of cells with no additional headcount and rolling out our safety first Program, all while reinvesting these savings to create Lean Leader rolls at all CPT sites to ensure a compounding, sustaining impact as we move forward. Overall I'm pleased with the Water performance this quarter and continue to be excited about its future with CPT in the fold and the global investments we've seeded over the last several years. Now let's move to Slide 4, for a review of Technical Products. Technical Products sales were up 2% in local currency and operating profits were up 12%. The topline results reflected good price realization with no net volume contribution. While the majority of end markets we served continue to grow nicely including industry, energy, commercial and infrastructure which all grew double-digits. Communication which accounts for nearly 20% of Technical Products sales was down 19% in the quarter. Consistent with what we've said in Q3, roughly half of that decline reflects the lumpiness of the telecom program going end-of-life, and the remainder is due to communications market softness overall. Technical Products grew fast growth region sales higher by 25% in the quarter, led by impressive growth in China and Southeast Asia. We continue to execute our in-region for-region strategy including repositioning our Qingdao operation to more directly focus on serving the China market with branded products. In Brazil, we've begun localizing thermal production to support our row global cooling initiative. We continue to leverage our lower cost manufacturing capabilities in strong brand to build our position in key growth markets and expand distribution. While there is still more work to be done, Technical Products increased fast growth regions sales an impressive 28% for the year to over a $135 million. Technical Products operating profit grew 12% in the quarter with an impressive 80% drop through in-sales. Operating margins reached 16.4% in Q4, a significant accomplishment given our continued growth investments and mix headwinds for fast growth regions. Bottomline in Technical Products is that like the market, we're growing. We continue to see robust growth in U.S. and global industrial as business spends is more on maintenance and capital. We're also benefiting from some positive mix shift away from communications and our established lean disciplines continue to drive margins higher. Please turn to Slide 5 as I cover the full year. 2011 sales grew, a strong 14% year-over-year to record $3.5 billion. This reflects 6% organic growth including roughly a point of foreign exchange benefit offset by a negative 2-point impact from GIWW. For the year, U.S. organic sales grew 5%. Fast growth regions were up over 20%. And Western Europe was up 3% in local currency. Our clear focus in execution on growth initiatives are driving topline results. At the operating margin line solid pricing, productivity and lean action helped offset inflation in the CPT acquisition impact of 20 basis points. Pentair adjusted margins expanded 70 basis points in 2011, on top of prior year is a 140 basis point improvement. At the same time, we continue to invest in global capabilities and technology innovation in sales and marketing. From a segment view, Water revenues grew 16% for the full year. With CPT innovation and distribution all playing key roles and margins expanded 60 basis points. Technical Products grew revenue 10% for the full year and expanded margins by an impressive 190 basis point, on top of last year's 230 basis point improvement. The bottom line for 2011 was adjusted EPS of $2.41, which was an increase of 21%, so 2011 marks the year of solid sales growth and margin advancement along with significant progress and strategy that we believe position us well for 2012. Now let's turn to Slide 6. Details of the free cash flow are on the left of the slide and a summary of our debt levels are on the right. We finish the year strong, generating $61 million in free cash flow in the fourth quarter. This brought our full-year free cash flow to $248 million representing a net income conversion of greater than 100% and above our goal once again. We returned approximately $80 million to shareholders through dividends and recently raised our 2012 quarterly dividend 10%, which equate to an annual dividend of $0.88 per share marking our 36 consecutive annual dividend increase. In addition, we repurchased $13 million in shares under our share buyback authorization program to help offset dilution and have a similar program in placed for 2012. ROIC, which is shown on the bottom right section of the slide continues to be a key priority for our organization. We're exiting 2011 at 9% on ROIC, up 80 basis points from the 8.2% at the end of last year. Our goal continues to be to drive ROIC back into the double-digit range. Not let's turn to Slide 7. Beyond the numbers, we made good progress on our strategic priorities, setting the stage for future success and sustainable growth. Organically, we increased fast growth region sales 22% in 2011, totaling about $650 million with CPT. We also meaningfully advanced our global water and fluid process capabilities through acquisitions, Clean Process Technologies and Hidro Filtros in Brazil. Both acquisitions directly aligned with the biggest mega trend driving the world today, and that is the population in the wealth growth that what we call the new world. This is putting incredible pressure in demands on food, water, energy and industrial and transport infrastructure. On the innovation front, we remain committed to investing for growth and serving these growing needs. Sustaining higher R&D investments deliver customers what they need including better efficiency, sustainability, automation and safety. We continue to be recognized by customers for our service and our innovation solutions. We continue to grow beyond market rates by identifying new adjacent opportunities including expanding our global thermal platforms in Technical Products which is up 40% outside the U.S. as we design, develop and manufacture new product in China, India for China and India. In Water, we see exciting new market opportunities at high growth areas like dairy and agriculture. Another key growth driver is Pentair Integrated Management System. We continue to improve product quality, on-time delivery, workplace safety as well as cost-and-cash as shown by our 80 basis points gross margin expansion in 2011. We also have over a decade of generating strong cash flow, consistently converting greater than a 100% of net income to free cash flow, all investing for future growth. We also recognized our one-year anniversary of the rapid growth process, training over 500 global years in this new disciplined growth process and adding another strong tool in our PIMS toolkit. We believe that progress in 2011 to advance our strategy in technology and innovation, fast growth region and PIMS positioned us well for sustained profitable growth in 2012 and beyond. And the Q4 repositioning actions are yet another catalyst as we better align to capture fast growth region opportunities, flow resources to the best opportunities and lower cost structures in developed regions. With that, let's turn to Slide 8 for a snapshot of our realignment within Water. Three years ago, we implemented our global business unit organization structure, enabling us to advance our global growth strategies and execution. As we leveraged PIMS and incorporated our rapid growth process, we gained deeper insights into their markets, current processes and growth platforms. Now with CPT in the fold, our next step was to ensure that we were aligned around how the customers want to do business, while also recognizing today's market realities. Our new water & fluid process alignment focuses on three key platforms. Two of them flow and treatment in process each represents roughly $1 billion in sales today. Aquatic Systems, which is the renamed pool business, represents roughly $500 million in sales. Within this framework, we will prioritize technology platforms, leverage scale where we can like in flow and have a shared fast growth region strategy across businesses. This will help ensure we are moving swiftly and efficiently on opportunities in key growth markets like China, India and Brazil, maximizing growth, customer alignment and scale, while reducing channel and business conflict. We believe this new water alignment will help us advance our mission towards being an increasingly global company while delivering superior returns to our shareholders. With that, let's turn to Slide 9, which is the same outlook we've provided in December. We continue to expect organic revenue for 2012 to grow in the mid-single digits, margins to expand 40 basis points to 80 basis points and EPS of $2.60 to $2.75 a share. We entered 2012 with good price cost momentum, additional price actions underway and a strong track record of productivity. With additional savings expected from our recent repositioning actions and the improvement in CPT margins, we believe we can manage the continued mix pressures and foreign currency headwinds. We also expect to once again convert greater than 100% of net income into free cash flow and improve an additional 50 basis points in ROIC. With that, let me turn it over to John to review in greater detail the 2011 financial performance and 2012 guidance.

Thanks, Randy. Please turn to Slide 10 where I'll discuss the adjustment items enacting full year reported EPS. The acquisition-related costs, including deal cost, customer backlog and inventory step-up adjustments, came in at $0.15 for the full year, in line with initial estimates with no carryover into 2012. The restructuring charge totaled about $0.08 in the fourth quarter and $0.10 for the full year, which reflects the repositioning actions Randy discussed. Recognizing today's market realities, we've reduced capacity and consolidated warehouses to lower cost in developed regions. At the same time, we've better aligned the channels between CPT and the Bayswater businesses and taken a more market-backed look at key fast growth regions to ensure we are leveraging the broader Pentair portfolio and have the right prioritized investments in the right regions. And last is the goodwill impairment charge of $1.82 in the fourth quarter, resulting from an annual impairment analysis. Under GAAP, goodwill impairment is determined using a two-step process. In the first step, we determine that the carrying value of the Residential Filtration business exceeded its fair value. From there, you move on to the second step, which includes a rigorous and thorough valuation analysis of the business and all the assets and a revaluation of goodwill. The second step resulted in $200.5 million pre-tax reduction of goodwill and a Residential Filtration GBU, which is primarily triggered by performance in valves and tank products for water softeners in developed regions. As Randy mentioned, we still feel that our technology in this business, especially the to-be-launched Hybrid DI, our Homespring application and all of our point-of-use technology for fast growth markets has significant value. But the steady downturn of the U.S. housing market combined with a shift in the pro channel, the retail channel which pressured profitability and the performance of this business in Q3 and Q4 of 2011 could no longer sustain for accounting purposes the value of the goodwill in the balance sheet. So we wrote it down to what was more in line with the business outlook, reflecting the realities of today's market. Because the majority of our goodwill is not tax deductible, we've only a small tax benefit associated with the impairment, $19.4 million, resulting in an after-tax charge of $181 million or $1.82 per share. With that as a review of the adjustments, let's turn to Slide 11 for a view on the ongoing operating performance. Over the past two years, we've expanded margins by 210 basis points with another 40 basis points to 80 basis points of expansion expected this year. Lean discipline and productivity enhancements along with repositioning savings will positively impact 2012, all while continuing to invest more in R&D, technology and selling/marketing growth initiatives, primarily in fast growth regions. In 2012, we expect to build upon the product quality, on-time delivery and workplace safety improvements of a year ago, enabling us to serve our global customers better and more efficiently. We're anticipating our repositioning efforts to drive over $20 million of savings in 2012, equating to approximately one-third of the top end of the net productivity range we provided in December. This gives us a higher level of confidence in our 2012 operating targets while helping us fuel future growth. Another key enabler to our margin expansion is improving CPT margins. With roughly 15% EBITDA margins for the Pentair ownership period in line with our expectations, full year CPT EBITDA margins for 2011 were about 12%. Along with volume leverage, we're driving material sourcing savings, lean transformation and a tighter profit focus to increase profitability. Net pricing and productivity should yield even better results for us in 2012. We expect pricing to yield 150 basis points to 200 basis points for the full year with most pricing actions rolling in during Q1 and early Q2. We expect material inflation to moderate a bit in 2012 compared to the persistent inflation of plus-4.8% last year, providing a better price material cost dynamic. In 2012, we'll continue to prioritize and allocate our resources to the best opportunities available. We'll continue to fund our growth initiatives with R&D and sales and marketing investments critical to driving share gains and delivering long-term sustainable growth. Corporate cost should increase by about $5 billion versus 2011 due to higher pension and medical costs and global investments in business development, brand marketing and fast growth market infrastructure. Please turn to Slide 12 labeled Q1 2012 Outlook. For Q1, we expect the Water revenue to be up approximately 20% over the first quarter of last year with Technical Products up low-single digits. This puts total Pentair revenue up 13% to 15% including the contribution from CPT of approximately 10 points or roughly $80 million in sales. We expect operating income to grow 7% to 12%, which equates to operating margins between 10.5% and 11%, slightly below the Q1 2011 margin of 11.1%. Because of the seasonality of CPT and the softer geographic mix, we expect Water margins to be down 50 basis points to 100 basis points. We expect Technical Products margins to expand 30 basis points to 50 basis points, reflecting some carryover pricing actions. Below the line, we expect interest expense to be about $8 million higher in Q1 of this year versus Q1 of 2011 and the tax rate between 29% and 30% consistent with full year 2011 results. Overall, we expect earnings per share in the quarter to be between $0.53 to $0.57, which equals growth of 2% to 10% over last year. Also, we want to remind you that like previous years, our cash will typically run negative in Q1 due to the seasonality of our revenue. Please turn to my next slide, Slide 13, labeled Q1 and Full Year 2012 Outlook. As we said in our December call, we anticipate generating roughly of our EPS in the first half of 2012, which implies the modest first half growth rate and specifically Q1, as shown here on the slide. We expect once the European headwinds to carry over into the first quarter, impacting both sales and profitability. Further on, sales year-over-year growth in Technical Products is negatively impacted by the choppy telecom project by roughly 3 points in Q1 and into Q2. While the CPT acquisition adds Q1 sales, we expect CPT margins in the low-single digits in Q1, typical of their normal seasonality, but we are working hard to improve to focus on higher margin projects and a transition to an improved operating structure. In addition, we have an incremental $8 million of acquisition-related interest headwind related to deal which we did not have in Q1 in 2011. Pricing and reposition savings should ramp in the first half before reaching the full run rate in Q3, thus being the lightest benefit in Q1. All in, we are expecting a good start in Q1. We have a clear path forward for growth and margin expansion in 2012. Please turn to my next slide, Slide 14, labeled full year 2012 outlook. For the full year 2012, we are reaffirming our previous guidance initiated in December. We expect revenues to be up 7% to 10% to about $3.75 billion at the midpoint and we anticipate $445 million to $470 million of operating income, which would yield operating margin expansion between 40 basis points and 80 basis points. We continue to expect another solid year of EPS growth with earnings per share of $2.60 to $2.75. We expect free cash flow in 2012 to be roughly $270 million or at least 100% of net income. We are targeting a 75 basis point increase in ROIC by the end of 2012. Please turn to my last slide, Slide 15, for the summary. Our record sales and strong operating performance in 2011 demonstrates our excellent execution of growth and productivity initiatives by both our Water and Technical Products teams. Our presence in fast growth markets has never been stronger. And we'll continue to leverage the investments in new product development and selling and marketing that we have ceded over the past few years. We continue to covert income to cash at very healthy rates and deploy disciplined capital allocation strategy through balance of dividend, buybacks, high-return capital expenditures and acquisitions with strong strategic fits. In 2012, we are committed to our growth agenda through disciplined investments, focused resource allocation and prioritized initiatives. We look forward to updating you on our progress throughout the year. With that, we'll open up for questions.

(Operator Instructions) Your first question comes from the line of Robert Barry with UBS. Robert Barry - UBS: Based on how you calculate the return on invested capital, how much of the improvement, if any, was related to the goodwill impairment charge?

Very small, 10 basis points, 15 basis points. What we do is we basically a take five quarter average of the ROICs we blended in. So we don't have the full investment base of CPT in yet either, but there isn't a full benefit from the goodwill reduction within the Residential Filtration business either.

Your next question comes from the line of Jim Lucas with Janney Capital Markets. Mike Worley - Janney Capital Markets: This is Mike Worley sitting in for Jim. Not that we would expect 80% incremental margins intact to continue, but what was the main reason for that and would we return to normal like 35%, 40% in 1Q?

The biggest drivers of that are they really are lean champions and they had good price and they had real positive mix. The declining communications, communications is the lowest margin. So they had a positive mix shift. That helps too. So yes, you can expect it to drop more than normal rate. I still think high end of that normal rate. They are solid, solid business.

Your next question comes from the line of Hamzah Mazari with Credit Suisse. Hamzah Mazari - Credit Suisse: Randy, hoping you could touch a little more on the realignment of the Water global business units and maybe how this helps you in terms of a better sales channel, go-to-market strategy and also operationally in terms of driving productivity. And how do the benefits specifically play out in your mind over the next couple of years? Does this change your thinking in terms of M&A amongst those various buckets, or that's not really relevant?

Well, let me start with that. Our M&A focus continues to be in the areas of technology. What we're learning is that there is some more attractive businesses like dairy-like industry. Those have the highest margins and they have really good growth fundamentals. We're looking at applying anaerobic MBRs into a broad array of industries and we have market-leading capability there, the CO2 recovery, same thing. The realignment is really to do a couple of things. Number one, it's to allow us to get some cost synergies from the CPT acquisition. The Nijhuis business that we bought, which is really a pump business, we get more synergies by aligning it with our pump businesses. And as we look at that, we look at our high-performing Residential Flow business and our struggling Engineered Flow business, we saw an opportunity to take cost up by putting them all back together. And it was particularly relevant as we look to globalizing. We have a lot of brands in the U.S., for instance. Their channels are well established. But as we go overseas, we had gaps in coverage and we had conflicts in brands that we can make coherent by managing it as one unified piece. So that's the answer in Flow. In terms of Filtration, we still have two GBUs in Filtration: one, the Residential Filtration; and two, the more technical process solutions. There are similar technologies, but the applications and go-to-market are very different, ones that imply capability and the other one is more through distribution. But again, as we go to these new countries, we want to go to Pentair. We don't want to go to individual GBUs. So that's the other big change we're making here. So in China, we are Pentair. We are not Pentair Residential Filtration. We're not CPT. We are Pentair. And we see big leverage there. For instance, I was recently in Chongqing, 32 million people. We only had three salespeople and they were all Residential Filtration. It's an industrial capital of the city. It's a huge opportunity for us. So we need to be there as Pentair for Pentair. And that's a big part of the realignment. And then finally, the focus on pool leading our efforts in agriculture, because we already sell 20 million, 25 million worth of equipment with the RAS segment of agriculture with the use as pool equipment. And actually, our advanced pool equipment helps raise the yields in those applications. So we're quite excited about that and we saw that name change better captured where we're investing on our platforms. So we're seeing the benefits both in terms of cost and in terms of prioritized investments and being Pentair, not individual GBUs in the markets.

Your next question comes from the line of John Quealy with Canaccord. John Quealy - Canaccord: It's Chip Moore for John. Just hoping you guys can talk about what you're seeing in January in a little more detail, particular in the muni market, and if you're still looking for that to be down sort of in the single-digit range for the year?

If we take a look at Q4, we did as we shared in December see a pretty steep decline in November and we did have a nice recovery in December. And so while Western Europe is still a challenge for us in the first part of 2012, we did see a distributor reaction based upon the economic outlook in Europe that we think impacted us, primarily as Randy mentioned, Residential Filtration. As we look out to 2012 at the muni market, we still think it's down to single digits globally. Clearly, a customer base that doesn't have a lot of money. Break and fix will probably still get done, but large projects that have been anticipated continue to get the lag. So we're still anticipating a tough outlook for the municipal market for 2012.

Your next question comes from the line of Josh Pokrzywinski with MKM Partners. Josh Pokrzywinski - MKM Partners: Just maybe to dig in on China for a moment, given the macro-sensitivity there, are you guys able to calibrate same-store or same-city sales? I would imagine that you're moving west and penetrating more cities as you go in some of the more established cities on the East Coast. Has growth flattened there or gone negative? Just maybe help us calibrate within country. Is the growth coming from additional regions or more growth within already established regions?

It's a combination. First of all, we do about $130 million and $140 million in China. So our growth rate is still strong in the 20s on the volume basis. Obviously we're coming from a little lower base than some more established organizations. But it is continuing to add distributors, adding new customers. And as Randy mentioned in his comments, we've got more localized content with more localized production with more localized marketing application. And then I think there is a lot to this one-Pentair aspect in serving the customer the way the customer wants to be served. So all those things factoring in and we still see a pretty strong outlook for our products and technologies for 2012.

All of those things are really more than offsetting. What we have seen, which is some of our more established distributors having more difficult, as no surprise here, getting financing to put in inventory. That is the impact of the government being more strict about where monies go. So we have seen that too. But as John aptly described, the new initiatives and the new coverage is where it will sway.

Your next question comes from the line of Jeff Hammond with KeyBanc Capital Markets. Jeff Hammond - KeyBanc Capital Markets: Can you just run through within the mid-single digit organic growth again? How are you thinking fast growth regions versus Europe versus North America and maybe just touch on how you're thinking about FX relative to your guidance?

If you look at full year 2012, Jeff, we've got FX sort of $100 and 50 basis points in the headwind. You're going to see a predominant amount of that in Q2, not assuming we're going to get back the FX levels to year-old levels that we had last year. So let's call it 100 basis points to 150 basis points. Acquisitions as you know, will still carry over and give us about 5 points. But if you look at core volume growth, it's close to 4 points. And in that context, we're thinking 15-ish for fast growth regions which for us is about 20%. So I kind of gave you what developed is looking like and within that we have context of European down about 5%. And we still see some growth in the U.S. domestic market. Jeff Hammond – KeyBanc Capital Markets: And you're not really changing your revenue guidance, so what's the offset to the FX?

Meaning what? Jeff Hammond – KeyBanc Capital Markets: It means is FX materially worse from your December outlook?

No, its not. Ironically, the year-olds ending or ended 2011 starting in January, about where it was last year, I think the difference is that we just don't see it spiking in Q2 the way it ran up last year.

Your next question comes from the line of Scott Graham with Jefferies. Scott Graham - Jefferies: Just wondering, how Water versus Technical Products order rates where as the quarter progressed?

You're talking about Q4? Scott Graham - Jefferies: Well, you indicated muni business kind of weaken and then improved a little bit. But I'm just wondering if you can maybe look at that more holistically by segment. As the quarter progressed, you know, October, November, December how did these businesses do, just trying to identify from this trend?

The Tech Products, we knew it was going to be low growth, because we knew what communications impact was. I mean it really came in the way we thought it would, with the low single-digit growth in the fourth quarter in Tech Products. In terms of Water, what caused us to trim our guidance in December was the fact that Western Europe was a lot weaker. And we saw weakening in November. And in December it was still weaker, but not as weak as it was in November. Muni came in the way we thought it was going to be, but it was weak and we expected it to be weak. The surprise for us in the quarter was how much weaker Western Europe gone in the Residential Business in November and December.

And Scott, just to add to that, we usually expect and see summary stocking in Q3 due to the season within Residential and Residential Filtration working its way out more in the summer months. We don't usually see in November a sort of correction, and that's what caught us off guard in the Q4 with the November correction primarily in Residential Filtration distributed base and as we mentioned those tanks and valves specifically.

Your next question comes from the line of Brian Drab with William Blair. Brian Drab - William Blair: Just wanted to ask about the Residential Filtration business again and make sure that I didn't miss something but the outlook for that business in terms of organic growth 2012. What are your expectations there? And then how is the JV with GE Incorporated into that thinking and how is that business doing? And I think you mentioned the Spring Business. I'm not sure what we're talking about there?

Let me start with the JV. The Residential Filtration is the JV. We set that up in mid-2008 and with the expectation that housing was going to strengthen and we would have the clear market leading position particularly in the developed world. And we have that. We have that position. We've actually made great progress in terms of new products and innovation and going global, particularly with a point of use product. The problem was that U.S. market didn't come back for that business. And the western European market got worse. It's that simple. So strategically and if you will in terms of the initiatives we're investing in that business, that business has done everything we expected it to do and it has been very aggressive on taking cost out too. So it really singularly is driven by the housing downturn going longer and having a greater impact on water softeners and basically water softener is something that, if you lose your well pump or you lose an injector pump or you lose a trash pump, if you have a grinder, you're going to replace it. If your water softener goes out, you can buy bottle water. It's more discretionary purchase and that's really the whole impact there.

I'll hit the growth, we still and if you take a look at point of entry products which the valves and tanks, they were flattish for the year. They were up slightly in Q1 and Q2 and a big correction in Q3 and Q4. So when you take a look at the outlook for next year, we still think we'll be flattish on that side of the business. And we got strong double-digit growth on the fast growth markets on the point of use. So this business is still expected to grow mid-single digits. The challenge is to make a lot of money and the piece that's flattish. And we're starting to make good money on the piece that's growing internationally in the fast growth space.

Well, we moved Homespring. Now we make that in China. We improved margins dramatically. It's an exciting product. It's still at a price point where and it is a discretionary purchase, so it's where I think now with our lower cost, we can be more aggressive in terms of pushing it in. We're also very excited about the Hybrid DI which we showed at the Aquatech Show. We call it Hybrid DI because it not only replaces a softener, it does some of the same characteristics as in RO systems. For the first time, we'll have it and introduce this year a solution for those communities that don't want to have salt discharge anymore. And we think that the opportunity that that presents is enormous. And again, we'll be commercial on that maybe this year. So there are some exciting things going on in that business.

Your next question comes from the line of Brian Konigsberg with Vertical Research. Brian Konigsberg - Vertical Research: Just referring to the balance sheet, from my calculations I calculated that you guys are kind of bumping up against your three-and-a-half times debt EBITDA covenant in Q4, I'm just curious how did the charges in the quarter kind of playing to those calculations? And also is there an equity or capital based covenant associated with your debt as well. It's not highlighted anywhere?

We're nowhere near the covenant levels. And if you take a look at the debt levels versus the 500 plus of EBITDA, we're nowhere near the numbers that you're referring to. And well within those bank limits and most of those bank limits allow for non-cash adjustments anyway.

And our banks have no problems with this one.

Your next question comes from the line of Deane Dray with Citigroup. Deane Dray - Citigroup: Just as you're going through the realignment of the broader business units and I missed what you said regarding CPT. I trust it's in that process technologies, is that correct?

Yes, if you take a look at this product line what we call the purification on the one side which is basically the Residential Filtration and the rest. And what we've really done is we've taken Nijhuis out of that and put it up in the Flow. So we have a strong technically focused group that includes the higher tech side of CPT. Deane Dray - Citigroup: So the initial plan when CPT was acquired is you were going to run it as a standalone business. Does this reflect some integration of the business further within Pentair?

If we characterized it that way, that was certainly not intended, our intent was to get to know the business before we made decisions on how to run it. So we wanted to do is run it throughout the year and get to know the business intimately. So that when we did make changes they were smart changes not some kind of top-down corporate America, slam down changes, which many of us have seen before. So the intent always was once we understood Nijhuis and the dynamics to how Nijhuis, the pump business, worked with the waterside of CPT was to say how can we get synergy. And as you know, we ended up selling some Nijhuis pumps through our Engineered Flow sales force. This was much more natural in terms of what we've done here. And we took some cost structure out when we did. So this is perfectly to plan. Deane Dray - Citigroup: And then how about some color regarding what is the seasonality impact in the first quarter of CPT. Just what it is about the nature of their sales that would be softer in the first quarter?

Part of it is I would call it cultural organizational training. There was a business that always focused on the year and so the fourth quarter was the crescendo and then they kind of paused in the first quarter. A lot of the first quarter business, at least as we look at it traditionally for that business was our pump business in countries that we longer do business in. But we exited those businesses, those countries. And so we're not getting that business which would typically be in the first quarter. So it's a seasonally weak quarter. We'll see overtime whether that will continue or whether will end up flattening things out as they go. But that will come with the knowledge and work. Deane Dray - Citigroup: Randy, it's right I mean that's just a private equity model that have to shift to a public company model and that Q4 is very meaningful, and I think overtime Q4 will be a little less contribution and we'll get to more normalized activity in Q1 and Q2, as we flattened that project and that booking cycle.

Particularly as we drive our lean disciplines. The first thing that hit me with was capital expenditure request because they were out of capacity. We've already run three lean events and we've created about 20% capacity. As we get to more of a lean kind of a pulse from the business, I would hope we could flatten things out and then create capacity and use it earlier in the year. Deane Dray - Citigroup: And then just last question from me regarding CPT is, what are you expecting for contributions from new products in 2012?

On a percent basis, I don't that have on the top of my head. Deane Dray - Citigroup: Is that the roll out of some of those new membranes or is that more of a 2013 of that?

We're going to see the first rollout of the nanofiltration about midyear and we think that application is going to be an exciting one. And as you recall, a few years ago we built and RO system in Vietnam to basically remove silica for feed water for new power plant in Vietnam. And RO is a sledgehammer as we've talked about before. But this first application is aimed at more technical removal like silica, that plant would cost less than half of it would applying in nanofiltration solution. So we think that there is a whole range of solutions for that that are going to be very exciting. We're also very excited about the anaerobic MBR. The anaerobic MBR and the CO2 removal in beverage and in another food process is a huge opportunity to improve the efficiency as well as the environmental footprint of all of these plants. And we've talked before about the yoghurt plant in the U.S. with the Anaerobic-MBR, it's very, very exciting. We've already sold two more. So that's something we're very excited about.

Your next question comes from the line of Garik Shmois with Longbow Research. Garik Shmois - Longbow Research: Just wondering how much or if any of the dry and warm weather in North America played into the strong results improving the quarter and if so, is it possible to quantify how much of demand was put forward away from the first half 2012?

We don't think in the fourth quarter that we saw a lot of pull ahead, because in fact the carryover of orders into the first quarter were stronger than they were year ago. In the fourth quarter we had stronger regular orders as opposed to early buy which means that's selling though. And that could be because of the drier weather. But it also could mean, just that we've returned to a more normal application, 30 utilities driving rebates to drive energy is pretty compelling. And 400 additional dealers that we've got in place to drive because of our superior solutions is really why we think we're outgrowing the market.

Your next question comes from the line of Terry Darling with Goldman Sachs. Terry Darling - Goldman Sachs: Just wanted to get a little more color on end market expectations within Water in 2012. John, if I follow the discussion correctly and I qualify, water up 9 to 12 for the year, call it 6 to 9 ex-CPT, call it 7 to 10 adjusting for the currency headwind roughly. And I think I heard you say you're expecting municipal down mid-single digit. Can you take us through the other segments, just a broad brush, what you're expecting on organic?

As we mentioned, just more of the 20% in water is fast growth that we think is going to grow at least 15%. Terry Darling - Goldman Sachs: I'm sorry, John. I was talking about like Resi Flow, Engineered Flow, pool.

If you take the Engineered Flow business, I think you're down mid-single digits to flat, with exports around commercial being a little stronger than they were in 2011. And then you've got what we think is a continued muni headwind of around 5 points of decline. Residential Flow grew mid-single digits last year. We still think it's growing mid-single digit this year, helped by agriculture, which we think continues to grow double-digit. When we a look at Residential Filtration, we mentioned mid-single digits with a lot of its fast growth penetration offsetting which is likely to be flattish developed market shipments. Who we still think will be high-single digits based upon trends in the market, all the factors around the dealers, certainly the energy efficiency place that Randy mentioned, we don't see significant slowdown in what would be high-single digits growth rate in our pool business. And we've also got the agriculture penetration that Randy mentioned. All in all, I think we grew overall volume in water last year as roughly 5% all-in for water, absent price in the foreign exchange and acquisitions that we think is about a point lower at around 4% this year. Terry Darling - Goldman Sachs: So if the way to connect the dots between those comments which map to mid-singles, you're not including price in all those segment indications?

That's correct. Price for water, we expect to be around 175 basis points to 200 basis points. Terry Darling - Goldman Sachs: What was it again for all of 2011?

It was just around 100. Terry Darling - Goldman Sachs: Do you need to take additional price increase actions in the channel to get to that number or are we talking about a run rate or January price increases that they get you there?

You're talking about everything that's either in or planned at the moment. I mean it's anticipated and it's lined up. Terry Darling - Goldman Sachs: Are there any other acquisition revenues other than CPT in the mix for 2012?

Not at the moment, I don't know. Terry Darling - Goldman Sachs: So did the CPT revenue expectation for '12 come down because of the weakness in Europe?

Well, I mean it may come down slightly, but I mean with still strong double-digit growth.

We still expect double-digit growth. There is a impact on it, Terry. I mean when we were at about (technical difficulty) CPT and we're now about 30-ish. So there is that impact. But other than that, core volume is roughly the same.

Your next question comes from the line of David Rose with Wedbush Securities. David Rose - Wedbush Securities: I have a follow-up on the CPT revenue expectations for next year as well as the breakdown in Residential Filtration. CPT you're guiding for mid-single digit growth in the first quarter. Why are we seeing an acceleration for the rest of the year to get to strong double-digit growth, particularly when you said you're deemphasizing sales and focusing more on margin?

We got a plethora of opportunities in CPT and what we're doing is prioritizing those that have repetitive sales after them. So things that we can do and sell and then have a repetitive sell-through in the industrial cycle. And the second one is backing away from some of the lower margin aspects and a lot of those happen to be in muni where you're solving water issue once and you don't have that repetitive sales. What you're seeing in Q1 is just a little bit more FX headwind on the business and a little less Western Europe volume. But we're starting to ramp the backlog in the business and we feel pretty good about the second half opportunity there. David Rose - Wedbush Securities: This is one of the calls that you haven't talked a lot about ultra-pure water aside from boiler feed, but you've talked about life sciences, some microelectronic opportunities, similar markets that Paul serves. Is there still expectation that we'll see more in the ultra-pure side?

I just used a couple of examples with basically the nanofilter we're launching mid-year is going to be a superior product to put into ultra-pure applications. I just used some of the simpler ones, if you would, as the examples, because they're real-time and we're already selling them. But no, we still see opportunities there and we're still excited about. David Rose - Wedbush Securities: And you've been talking about anaerobic MBR for almost a year and you have two products. I think you've said you've made two product sales. How much of the system sales each?

They're millions. David Rose - Wedbush Securities: We don't have a number? Okay. So we'll expect that to ramp up?

Yes. David Rose - Wedbush Securities: When we look at the Residential Filtration market and break it down between point-of-use and point-of-entry, I'm trying to better understand the dynamics. From what I understand, you've got a lot of growth in the point-of-use mostly from the emerging markets. You've identified a weak U.S. and European residential market that's point-of-entry. With that said, what do we expect for the Hybrid DI given that macro?

It's like the Hybrid DI is going to have high margins and it's going to enter at the high end. And ultimately as we get changed in some places where you'll need to put them in, it will have a ramp, as I said before on another call, it's not going to have iPad kind of a ramp. But it's going to have a very profound impact over time on how people solve treatment problems, particularly in areas where discharges is an issue, which basically means anyplace that's arid and have water shortage problems.

Just to give you numbers, think of point-of-entry which is the valves and tanks and water softeners as being about 60% of the business and the other 40% in what we call point-of-use. And the rest of the world solved their drinking water issue at the point-of-use and the one particular area they're going to drink from because of the cost and also footprint issues. And so that part of the market and the technology there is doing exceptionally well. I still think we feel that the rest of the business will recover. There is a need for it. It's 10% to 15% penetrated in North American market. It's right now struggling to get financing and that's challenging both the price point and the penetration rate.

Your next question comes from the line of Mike Halloran with Robert Baird. Mike Halloran - Robert Baird: Could you just talk a little bit about the water margin side of things? Sequentially comparable revenue and water for Q1, but down margins, but then as we work through the year here, obviously a nice sharp recovery and expect some year-over-year growth. Is it really just the seasonality component particularly related to the CPT business and a little bit of the resi softness? Could you bucket those out a little bit?

I would say it's 80% of the CPT margin headwind and the rest, which is a little bit of the Western Europe headwind, will make pretty good margins. That's it. I don't want to overcomplicate it. We're anniversarying and putting CPT for the first time in the first half of the year. It's not going to make majority of their income. And as we mentioned, we'll be improving that as we go forward. But it's going to have a margin headwind hopefully one last time in Q1 and early Q2.

Your next question comes from the line of Scott Graham with Jefferies. Scott Graham - Jefferies: Just on the goodwill impairment, could you tell us the sales size of the business that this affected?

Yes, about mid-400. Scott Graham - Jefferies: And if I may, John, you're not thinking this way at all on CPT. But clearly, you saw a couple of things in the quarter that you didn't like. How do we avoid this on CPT three, four years from now?

Well, I think we're looking at two different things. We had a series of business we combined in the residential period where the residential housing market in North America was at two-point-some-million. So there was certain expectations and valuations of the things we put on the balance sheet that reflected that. I think where we're with CPT is obviously looking how into industrial process and some things that I think are a little bit more predictable as far as what their revenue contribution could be. I mean trying to say it's 20-20, but it's hard think back to 2 million housing starts going all the way down to mid-400s. When we got to 2008 and we revalued and put the GE business in our fold, we had what we felt was a realistic view of the residential market, but it was significantly higher than where we are today. So we still feel that we're long-term going to hit the value of the business, but it's getting harder and harder and therefore why we took the charge to get the accounting of perspective to agree with our particular views of where residential is going to go. So I think we're in good shape with CPT. Clearly, it's going to be about executing and all the things that we shared with you and internally to our strategic plan.

Your next question comes from the line of Stewart Scharf with S&P Capital. Stewart Scharf - S&P Capital: Just wondering how are you planning to prioritize your cash use with debt-to-capital at 40%?

Well, our first goal has always been to support CapEx inside the business. The rest would be to support our strategic initiatives. Stewart Scharf - S&P Capital: Regarding long-term growth guidance for revenues and EPS, you had 7% CAGR and 15% respectively. Does that still hold true through 2015?

We're looking at roughly 5% to 7%-ish this year. So I think every year, that's going to reflect the different type of economic outlook. But we still believe that we're sitting there with our growth outlook this year and we continue to draw our cash and the ability to augment that and the strategic initiatives that Randy mentioned.

At this time, there are no further questions in the queue. I turn the call back over to the presenters.

All right, thank you very much.

Two hours after this call has ended, there is a replay available if you dial 855-859-2056 and enter the conference ID number to listen. This now concludes today's conference call. You may now disconnect.