8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 17, 2009

Commission file number 000-04689

Pentair, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	41-0907434
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification number)
5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota	55416
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (763) 545-1730

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 Regulation FD Disclosure

On December 17, 2009, Pentair, Inc. (the “Company”) issued a press release affirming fourth quarter and full year 2009 earnings per share (“EPS”) guidance and introducing 2010 EPS guidance. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

This press release refers to certain non-GAAP financial measures (adjusted income from continuing operations and adjusted earnings per share). A reconciliation of those non-GAAP financial measures to the corresponding financial measures contained in the Company’s financial statements prepared in accordance with generally accepted accounting principles is included in Pentair’s October 20, 2009 press release furnished as Exhibit 99.1 on Form 8-K filed on October 20, 2009. Management utilizes these adjusted financial measures to assess the run-rate of its continuing operations against those of prior periods without the distortion of certain factors. The Company believes that these non-GAAP financial measures will be useful to investors as well to assess the continuing strength of the Company’s underlying operations in light of the downturn in global markets.

The information contained in Item 7.01 of this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits

(a)	Financial Statements of Businesses Acquired
	Not applicable.
(b)	Pro Forma Financial Information
	Not applicable.
(c)	Shell Company Transactions
	Not applicable
(d)	Exhibits
	The following exhibit is provided as part of the information furnished under Item 7.01 of this Current Report on Form 8-K:

Exhibit	Description
99.1	Pentair, Inc. press release dated December 17, 2009 affirming fourth quarter and full year 2009 EPS guidance and introducing 2010 EPS guidance.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 17, 2009.

PENTAIR, INC. Registrant
By	/s/ John L. Stauch
	John L. Stauch
	Executive Vice President and Chief Financial Officer

PENTAIR, INC.

Exhibit Index to Current Report on Form 8-K
Dated December 17, 2009

Exhibit
Number	Description
99.1	Pentair, Inc. press release dated December 17, 2009 affirming fourth quarter and full year 2009 EPS guidance and introducing 2010 EPS guidance.

EX-99.1

Exhibit 99.1

Pentair, Inc.
5500 Wayzata Blvd., Suite 800
MInneapolis, MN 55416
763 545 1730 Tel
763 656 5400 Fax

News Release

Pentair Affirms 2009 Sales and EPS Guidance; Company Introduces 2010 Earnings Outlook

MINNEAPOLIS, Minn. — December 17, 2009 — Pentair, Inc. (NYSE: PNR) today affirmed its earnings guidance for the company’s fourth quarter and full year 2009. The company continues to expect that reported fourth quarter 2009 net earnings per diluted share from continuing operations (EPS) will be in the range of $0.37 to $0.41, or $0.40 to $0.44 excluding special items (restructuring and asset impairment charges and early debt retirement charge for bond tender described in October 20, 2009 press release).

The company continues to expect its full year reported 2009 EPS guidance will be from $1.25 to $1.29, or $1.40 to $1.44 excluding special items. The company said it remains on track to achieve free cash flow greater than $225 million for 2009.

“As we stated in October, the benefits of our cost actions have rapidly improved our operating margins and earnings,” said Hogan. “We maintained our resource investments to position us for long-term growth opportunities while effectively managing the challenging global economic situation.”

Outlook

The company also introduced its 2010 outlook. For the full year, the company provided baseline sales estimate of approximately $2.8 billion, up low single digits, and baseline EPS estimate to equal or exceed $1.70. The company expects to continue to generate cash flows in excess of net income for 2010. For the first quarter, the company provided a baseline sales projection of approximately $660 million and baseline EPS estimate to equal or exceed $0.30.

“Today we provided an early view with respect to 2010 earnings in order to establish a baseline case for our company,” said Hogan. “While many key markets are demonstrating stability, the rate of growth next year remains uncertain. Thus, our initial outlook includes very little volume growth but a continuation of strong operating margins via productivity to deliver at least $1.70 of EPS.”

“We remain excited about our new product introductions and growth initiatives in fast-growing regions and key new vertical markets. The success of these initiatives, coupled with potentially stronger markets, would likely yield higher sales growth over the year. If this occurs, we expect our earnings would reflect operating income conversion of those sales at approximately 40 percent,” he added.

(more)

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Conference Call

Pentair Chairman and CEO Randall J. Hogan and Chief Financial Officer John L. Stauch will discuss the company’s outlook on a two-way conference call with investors and a live audio webcast at 4:30 p.m. Eastern today. Related financial charts and certain other information to be discussed on the conference call will be available on the company’s website (www.pentair.com) shortly before the conference call. The web cast and presentation will be archived at the same site following the conclusion of the conference call.

Caution concerning forward-looking statements

Any statements made about the company’s anticipated financial results are forward-looking statements subject to risks and uncertainties such as the breadth and severity of the global economic downturn; the strength of housing and related markets; the ability to implement our restructuring and other cost reduction plans successfully and the risk that expected benefits may not be fully realized or may take longer to realize than expected; foreign currency effects; retail, commercial and industrial demand; product introductions; and pricing and other competitive pressures, as well as other risk factors set forth in our SEC filings. Forward-looking statements included herein are made as of the date hereof, 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.

About Pentair, Inc.

Pentair (www.pentair.com) is a diversified operating company headquartered in Minnesota. Its Water Group is a global leader in providing innovative products and systems used worldwide in the movement, treatment, storage and enjoyment of water. Pentair’s Technical Products Group is a leader in the global enclosures and thermal management markets, designing and manufacturing thermal management products and standard, modified, and custom enclosures that house and protect sensitive electronics and electrical components. With 2008 revenues of $3.35 billion, Pentair employs approximately 13,100 people worldwide.

Pentair Contacts:
Todd Gleason
Vice President, Strategic Planning & Investor Relations
Tel.: (763) 656-5570
E-mail: todd.gleason@pentair.com

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