Exhibit 99.2

MANUFACTURING OPERATIONS OF WICOR, INC.

Condensed Consolidated Financial Statements as of June 30, 2004 and for

the six-month Periods Ended June 30, 2004 and 2003

MANUFACTURING OPERATIONS OF WICOR, INC.

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2004 AND FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2004 AND 2003:
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Income	3
Condensed Consolidated Statements of Cash Flows	4
Notes to Condensed Consolidated Financial Statements	5

MANUFACTURING OPERATIONS OF WICOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

In Thousands	June 30 2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	17,599
Accounts receivable, net		167,766
Inventories		119,128
Deferred income taxes		6,043
Other		11,330
Total current assets		321,866
PROPERTY, PLANT AND EQUIPMENT, NET:		122,540
OTHER ASSETS:
Goodwill		392,657
Other intangible assets, net		65,552
Prepaid pensions		41,467
Other		3,074
		502,750
TOTAL ASSETS	$	947,156

See notes to condensed consolidated financial statements.

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MANUFACTURING OPERATIONS OF WICOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

In Thousands	June 30 2004
LIABILITIES AND BUSINESS EQUITY
CURRENT LIABILITIES:
Short-term borrowings	$	21,097
Current maturities of long-term debt		927
Accounts payable		73,351
Accrued payroll and benefits		18,042
Debt and payables due to WEC		45,320
Accrued taxes		12,197
Other		34,645
Total current liabilities		205,579
LONG-TERM DEBT, less current maturities		230,217
POST-RETIREMENT BENEFITS		15,325
DEFERRED INCOME TAXES		75,563
OTHER LIABILITIES		11,193
MINORITY INTEREST		2,652
BUSINESS EQUITY		406,627
TOTAL LIABILITIES AND BUSINESS EQUITY	$	947,156

See notes to condensed consolidated financial statements.

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MANUFACTURING OPERATIONS OF WICOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

In Thousands	Six months ended June 30, 2004			Six months ended June 30, 2003
NET SALES	$	417,343		$	383,920
COST OF GOODS SOLD		313,292			283,589
Gross profit		104,051			100,331
SELLING AND ADMINISTRATIVE EXPENSES		68,187			61,469
Operating income		35,864			38,862
INTEREST EXPENSE		9,146			10,171
OTHER (INCOME)/EXPENSE, NET		(333	)		(52	)
Income before income taxes and minority interest		27,051			28,743
INCOME TAX EXPENSE		10,553			11,160
MINORITY INTEREST IN SUBSIDIARY INCOME		80			95
NET INCOME	$	16,418		$	17,488

See notes to condensed consolidated financial statements.

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MANUFACTURING OPERATIONS OF WICOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

In Thousands	Six months ended June 30, 2004			Six months ended June 30, 2003
NET CASH PROVIDED BY OPERATING ACTIVITIES		20,000			35,787
INVESTING ACTIVITIES:
Capital expenditures		(9,952	)		(5,198	)
Proceeds from the sale of property, plant, and equipment		270			15
Net cash used in investment activities		(9,682	)		(5,183	)
FINANCING ACTIVITIES:
Change in short-term borrowings		1,952			(1,736	)
Change in debt and payables due to WEC		(19,649	)		(22,860	)
Payment of long-term debt		(448	)		(338	)
Net cash used in financing activities		(18,145	)		(24,934	)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		(7,827	)		5,670
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		25,426			8,569
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	17,599		$	14,239

See notes to condensed consolidated financial statements.

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MANUFACTURING OPERATIONS OF WICOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The Manufacturing Operations of WICOR, Inc. (the “Company”) includes the manufacturing businesses of WICOR Inc. which includes WICOR Industries, LLC (formerly WICOR Industries, Inc.) and its wholly-owned subsidiaries: Sta-Rite Industries, LLC (“Sta-Rite”, formerly Sta-Rite Industries, Inc.), SHURflo, LLC (“Shurflo”, formerly SHURflo Pump Manufacturing Co.), and Hypro, LLC (“Hypro”, formerly Hypro Corporation). WICOR Manufacturing does not include the other utility businesses owned by WICOR, Inc. Prior to July 31, 2004, WICOR, Inc. was wholly owned by Wisconsin Energy Corporation (“WEC”). On July 31, 2004, WEC sold the manufacturing businesses of WICOR, Inc. to Pentair for $850 million in cash. WE Energies is a residential and commercial gas and electric utility entity of WEC.

We prepared the unaudited condensed consolidated financial statements following the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States can be condensed or omitted.

We are responsible for the unaudited financial statements included in this document. The financial statements include all normal recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results.

Revenues, expenses, cash flows, assets and liabilities can and do vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be indicative of those for a full year.

Supplemental cash flow disclosures – Interest paid was $8.9 and $12.3 million for the six month periods ended June 30, 2004 and 2003, respectively. Income taxes paid were $9.8 and $6.4 million for the six month periods ended June 30, 2004 and 2003, respectively.

2. INVENTORIES

Inventories consist of the following:

In thousands	June 30 2004
Raw materials and purchased parts	$	43,855
Work in process		14,783
Finished goods		60,490
Total	$	119,128

3. RELATED PARTY TRANSACTIONS

Certain expenses incurred by WEC on behalf of the Company are included in the Company’s financial statements. The Company was charged $937,000 and $793,000 by WEC for allocated administrative expenses during the six months ended June 30, 2004 and 2003, respectively. The Company paid $102,000 and $116,000 to WE Energies (a subsidiary of WEC) and $356,000 and $276,000 to an affiliated company for various natural gas charges for the six months ended June 30, 2004 and 2003, respectively.

4. GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill for the six months ended June 30, 2004 and 2003 are as follows:

In thousands	June 30 2004			June 30 2003
Balance at the beginning of the period	$	392,874		$	390,194
Purchase accounting adjustments		39			1,585
Currency translation		(256	)		532
Balance at the end of the period	$	392,657		$	392,311

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Other intangible assets are comprised of the following (in thousands):

	June 30, 2004
	Gross Carrying Amount		Accumulated Amortization		Other Intangibles, Net
Finite-life intangible assets
Patents	$	10,419	$	5,168	$	5,251
Engineering drawings		8,161		2,836		5,325
General intellectual property		2,877		456		2,421
Other		75		28		47
Total finite-life intangible assets	$	21,532	$	8,488	$	13,044
Indefinite-life intangible assets
Trademarks and tradenames					$	52,508
Total intangibles, net					$	65,552

Amortization expense in the first half of 2004 was $808,000. On a calendar year basis, the estimated future amortization expense for identifiable intangible assets during the next five years is as follows:

In thousands	2004 Second half		2005		2006		2007		2008
Balance at the beginning of the period	$	778	$	1,581	$	1,568	$	1,189	$	1,158

5. ACCRUED WARRANTY

The changes in the carrying amount of warranties for the six months ended June 30, 2004 and 2003 are as follows:

In thousands	June 30 2004			June 30 2003
Balance at the beginning of the period	$	7,743		$	7,462
Warranty payments		(5,870	)		(6,129	)
Warranty expense		6,733			6,875
Balance at the end of the period	$	8,606		$	8,208

6. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS PLANS

Components of net periodic benefit cost for the six months ended June 30, 2004 and 2003 are as follows (in thousands):

	Six months ended June 30, 2004					Six months ended June 30, 2003
	Pension Benefits			Other Postretirement Benefits		Pension Benefits			Other Postretirement Benefits
Service cost	$	2,188		$	141	$	897		$	125
Interest cost on projected benefit obligations		5,952			760		2,440			672
Expected return on assets		(8,807	)		—		(3,610	)		—
Amortization of transition obligation		12			—		5			—
Amortization of prior service cost		88			—		36			—
Amortization of actuarial loss		1,611			108		661			96
Other, net		0			—		0			—
Net periodic benefit cost		1,044			1,009		429			893

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Employer Contributions - We previously disclosed in our financial statements for the year ended December 31, 2003, that we expected to make cash contributions of $1.8 million to our other postretirement plans in 2004. The entire $1.8 million contribution is discretionary as the plans are not subject to any minimum regulatory funding requirements. Due to the Pentair acquisition, the actual discretionary cash contributed to the plan in 2004 may be less than the full $1.8 million.

7. BUSINESS EQUITY

Business Equity represents WEC’s ownership interest in the recorded net assets of the Company. Other comprehensive income, which includes foreign currency translation gains and losses and minimum pension liability adjustments, are recorded directly in business equity. An analysis of the accumulated other comprehensive income balance, included in business equity on the condensed consolidated balance sheet at June 30, 2004, is as follows:

	2004
	(In Thousands)
Foreign currency translation	$	6,844
Minimum pension liability, net of tax of $594		(1,011	)
	$	5,833

8. NEW ACCOUNTING STANDARDS

In May 2004, the Financial Accounting Standards Board (“FASB”) issued Staff Position (“FSP”) 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, which supercedes FSP 106-1 of the same title issued in January 2004. FSP 106-2 becomes effective for the first interim or annual period beginning after June 15, 2004. FSP 106-2 provides guidance on the accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) for employers that sponsor postretirement health care plans that provide prescription drug benefits FSP 106-2 also requires those employers to provide certain disclosures regarding the effect of the federal subsidy provided by the Act. Since our postretirement health care plan is a fully insured plan and is not eligible to receive the federal subsidy, we do not expect adoption of FSP No. 106-2 to have any effect on our financial condition or results of operations.

9. CONTINGENCIES

Product Liability - The Company is party to certain product liability claims and legal proceedings arising in the normal course of business. The Company accrues a liability for these claims when a loss is probable and the amount is reasonably estimable. In developing its estimate of any such probable loss, management considers the nature of the damages claimed, available insurance coverage, and other relevant facts. Management re-evaluates the likelihood and amount of loss whenever there are significant changes in facts and circumstances or as new information becomes available.

In February 2004, the Company became aware of a potential product liability claim. Based on the limited information currently available, management does not believe a loss is probable at this point. Accordingly, no liability for this claim has been recorded in the Company’s consolidated balance sheet at June 30, 2004. If a loss did occur, the Company’s maximum exposure regarding this claim would be $2.5 million, as any additional loss would be covered by insurance.

Environmental Matters - The Company is involved in various environmental matters, including matters in which its subsidiaries and/or predecessor entities have been named as potentially responsible parties under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”). The Company has established accruals for all environmental contingencies of which management is aware in accordance with generally accepted accounting principles. Based on current information, management believes that future costs in excess of the amounts accrued on all presently known and reasonably estimable environmental contingencies will not be material to the Company’s financial position, results of operations or cash flows.

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