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): April 24, 2007

Commission file number 1-11625

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))

TABLE OF CONTENTS

Press Release

ITEM 2.02 Results of Operations and Financial Condition

On April 24, 2007, Pentair, Inc. issued a press release announcing its earnings for the first quarter of 2007 and a conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in 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 exhibits are provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:

Exhibit	Description
99.1	Pentair, Inc. press release dated April 24, 2007 announcing the earnings results for the first quarter of 2007.

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 April 24, 2007.

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

PENTAIR, INC.

Exhibit Index to Current Report on Form 8-K
Dated April 24, 2007

Exhibit
Number	Description
99.1	Pentair, Inc. press release dated April 24, 2007 announcing the earnings results for the first quarter of 2007.

EX-99.1

EXHIBIT 99.1

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

News Release

Pentair Announces First Quarter Results; Reports Sales Up 5% and Earnings Per Share of $0.42

GOLDEN VALLEY, Minn. — April 24, 2007 — Pentair, Inc. (NYSE: PNR) today announced that first quarter 2007 sales increased 5 percent to $808 million from $771 million in the first quarter of 2006. Earnings per share (EPS) from continuing operations of $0.42 were flat with the year-earlier period. Free cash flow for the quarter improved to a usage of $75 million versus a usage of $101 million in the first quarter of 2006, an improvement of $26 million driven by lower cash use of working capital. The Company said it remains committed to achieving free cash flow greater than 100 percent conversion of net income in 2007.

“Pentair delivered solid performance in the first quarter, and we are on track to achieve our 2007 goals,” said Randall J. Hogan, Pentair chairman and chief executive officer. “Overall, sales were good despite the challenges we faced in water markets affected by slow North American residential housing starts and headwinds in our electronic markets from consolidation in the telecommunica- tion industry,” he added.

“As expected, the Water Group began to deliver margin improvements in the quarter,” Hogan continued. “This progress reflects actions we took in the third and fourth quarters of 2006 to address market softness as well as effective deployment of our lean disciplines across our businesses and our continued emphasis on supply management.

“Looking ahead, we continue to view our markets as challenging. However, based on our solid first quarter and our progress on cost actions, we remain committed to exceeding two dollars in earnings per share for 2007,” Hogan said.

Water Group Highlights

The Water Group delivered strong year-over-year sales performance with sales of $555 million, up 7 percent over the same period last year. Organic sales growth, excluding the Jung Pump acquisition, was 5 percent. Excluding favorable foreign currency exchange, organic growth for the Water Group was about 4 percent.

• Continued growth in China and in emerging markets in Asia-Pacific as well as continued success in penetrating markets in Europe and the Middle East contributed to Water’s overall growth. Sales in Asia-Pacific grew 27 percent, or 23 percent excluding currency exchange. Sales in Europe grew 36 percent, or 14 percent excluding the Jung Pump acquisition and approximately 6 percent also excluding currency exchange.

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• Strong sales in the commercial and industrial pump markets continued; however, this growth was offset by continued weakness in residential pump sales. Overall, North American pump sales were down 1 percent.

• Sales in North American Filtration markets were flat, with growth in industrial and food service filtration markets offset by slowing residential markets.

• Pool and Spa sales were approximately 11 percent higher than the same period in 2006, due to shipments of fourth quarter 2006 early-buy program orders and successful new product introductions. Combining the pool and spa sales of fourth quarter 2006 and first quarter 2007 to reflect the first half of the pool season, sales were down approximately 4 percent as compared to the year-earlier period.

The Water Group’s first quarter operating income totaled $61 million, up 10 percent as compared to $56 million in the same period in 2006, as higher volume, price realization and improved productivity more than offset inflation. Water’s first quarter operating margins expanded 20 basis points to 11.0 percent reflecting core operational improvements. Excluding the fair market value inventory step-up for Jung Pump, Water’s first quarter operating margins expanded 50 basis points.

Technical Products Highlights

For the quarter, Technical Products’ sales of $253 million were essentially flat as compared to $254 million in the same period last year. Consolidation in the telecommunication (telecom) market and datacommunication (datacom) projects that reached end-of-life continue to depress growth. Excluding the impact of favorable foreign currency exchange, sales decreased approximately 3 percent.

• Technical Products global electronic sales were down approximately 8 percent. Strong first quarter sales in Asia advanced 32 percent as compared to the first quarter of 2006 with the majority of the growth reflecting successful penetration into China. This growth was offset by declines in North American and European sales, reflecting the telecom market contraction and datacom programs that, as expected, reached end-of-life.

• In North America, first quarter growth in the electrical markets was up approximately 5 percent. The industrial, commercial and networking market segments all grew, driven by the Company’s distribution penetration strategy.

First quarter operating income for Technical Products totaled $32 million as compared to $38 million in the same quarter last year. Operating margins of 12.5 percent were 230 basis points lower compared to 14.8 percent in the same period in 2006. This decline reflects softness in the telecom and datacom markets; raw material inflation; and, exit costs related to a previously announced 2001 French facility closure. These exit costs negatively affected operating margins by approximately 70 basis points.

Earnings Conference Call

As previously announced, Pentair will discuss the Company’s results, strategy and outlook on a conference call with investors at 12:00 p.m. Eastern today. The Company will host a live webcast and presentation on the Financial Information page of the Company’s website (www.pentair.com); the webcast and presentation will be archived at the same site following the conclusion of the conference call.

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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 continued economic growth, including the strength of housing and related markets; the ability to integrate acquisitions successfully and the risk that expected synergies may not be fully realized or may take longer to realize than expected; the ability to successfully limit any judgment arising out of the Horizon litigation; foreign currency effects; retail and industrial demand; product introductions; and, pricing and other competitive pressures. 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 2006 revenues of $3.15 billion, Pentair employs approximately 15,000 people worldwide.

Pentair Contact:
Rachael Jarosh
Telephone: (763) 656-5280
E-mail: rachael.jarosh@pentair.com

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Pentair, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)

	Three months ended
	March 31			April 1
In thousands, except per-share data	2007			2006
Net sales	$	807,995		$	771,389
Cost of goods sold		570,592			548,881
Gross profit		237,403			222,508
% of net sales		29.4	%		28.8	%
Selling, general and administrative		142,300			129,089
% of net sales		17.6	%		16.7	%
Research and development		14,950			14,863
% of net sales		1.9	%		1.9	%
Operating income		80,153			78,556
% of net sales		9.9	%		10.2	%
Net interest expense		15,120			13,284
% of net sales		1.9	%		1.7	%
Income from continuing operations before income taxes		65,033			65,272
% of net sales		8.0	%		8.5	%
Provision for income taxes		22,903			22,201
Effective tax rate		35.2	%		34.0	%
Income from continuing operations		42,130			43,071
Gain (loss) on disposal of discontinued operations, net of tax		143			(1,451	)
Net income	$	42,273		$	41,620
Earnings (loss) per common share
Basic
Continuing operations	$	0.43		$	0.43
Discontinued operations		—			(0.01	)
Basic earnings per common share	$	0.43		$	0.42
Diluted
Continuing operations	$	0.42		$	0.42
Discontinued operations		—			(0.01	)
Diluted earnings per common share	$	0.42		$	0.41
Weighted average common shares outstanding
Basic		98,966			100,493
Diluted		100,271			102,492
Cash dividends declared per common share	$	0.15		$	0.14

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Pentair, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)

	March 31			December 31			April 1
In thousands	2007			2006			2006
Assets
Current assets
Cash and cash equivalents	$	64,230		$	54,820		$	50,237
Accounts and notes receivable, net		532,792			422,134			520,968
Inventories		413,178			398,857			375,619
Deferred tax assets		52,198			50,578			44,432
Prepaid expenses and other current assets		41,907			31,239			28,921
Total current assets		1,104,305			957,628			1,020,177
Property, plant and equipment, net		351,211			330,372			314,164
Other assets
Goodwill		1,830,359			1,718,771			1,723,952
Intangibles, net		384,933			287,011			262,829
Other		69,505			71,197			67,561
Total other assets		2,284,797			2,076,979			2,054,342
Total assets	$	3,740,313		$	3,364,979		$	3,388,683
Liabilities and Shareholders’ Equity
Current liabilities
Short-term borrowings	$	16,003		$	14,563		$	—
Current maturities of long-term debt		8,257			7,625			4,246
Accounts payable		208,713			206,286			206,528
Employee compensation and benefits		85,741			88,882			75,536
Current pension and post-retirement benefits		7,918			7,918			—
Accrued product claims and warranties		42,766			44,093			42,238
Income taxes		13,525			22,493			27,195
Accrued rebates and sales incentives		31,293			39,419			23,353
Other current liabilities		91,402			90,003			94,418
Total current liabilities		505,618			521,282			473,514
Other liabilities
Long-term debt		1,056,495			721,873			888,015
Pension and other retirement compensation		213,512			207,676			158,535
Post-retirement medical and other benefits		47,401			47,842			73,812
Long-term income taxes payable		14,412			—			—
Deferred tax liabilities		111,106			109,781			123,663
Other non-current liabilities		85,912			86,526			76,452
Total liabilities		2,034,456			1,694,980			1,793,991
Shareholders’ equity		1,705,857			1,669,999			1,594,692
Total liabilities and shareholders’ equity	$	3,740,313		$	3,364,979		$	3,388,683
Days sales in accounts receivable (13 month moving average)		54			54			55
Days inventory on hand (13 month moving average)		77			76			71
Days in accounts payable (13 month moving average)		56			56			56
Debt/total capital		38.8	%		30.8	%		35.9	%

NOTE: The Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB No. 109 (“FIN 48”) on January 1, 2007. As a result of adoption of FIN 48, the Company recorded an adjustment to retained earnings of $2.9 million. Additionally, the Company has added the line “Long-term income taxes payable” to the Company’s Condensed Consolidated Balance Sheets to report its total long-term liability for unrecognized tax benefits.

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Pentair, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)

	Three months ended
	March 31			April 1
In thousands	2007			2006
Operating activities
Net income	$	42,273		$	41,620
Adjustments to reconcile net income to net cash used for operating activities
(Gain) loss on disposal of discontinued operations		(143	)		1,451
Depreciation		15,523			15,230
Amortization		4,900			4,258
Deferred income taxes		(355	)		2,483
Stock compensation		6,218			6,646
Excess tax benefits from stock-based compensation		(1,063	)		(2,532	)
Changes in assets and liabilities, net of effects of business acquisitions and dispositions
Accounts and notes receivable		(99,387	)		(95,541	)
Inventories		(6,381	)		(25,379	)
Prepaid expenses and other current assets		(8,770	)		(4,258	)
Accounts payable		7,886			(4,041	)
Employee compensation and benefits		(13,081	)		(23,528	)
Accrued product claims and warranties		(1,403	)		(1,363	)
Income taxes		(1,448	)		10,717
Other current liabilities		(7,638	)		(26,140	)
Pension and post-retirement benefits		4,033			4,477
Other assets and liabilities		1,167			3,550
Net cash used for continuing operations		(57,669	)		(92,350	)
Net cash provided by operating activities of discontinued operations		—			48
Net cash used for operating activities		(57,669	)		(92,302	)
Investing activities
Capital expenditures		(18,865	)		(9,054	)
Proceeds from sale of property and equipment		1,329			79
Acquisitions, net of cash acquired		(230,581	)		(2,158	)
Divestitures		—			(24,007	)
Other		—			(2,150	)
Net cash used for investing activities		(248,117	)		(37,290	)
Financing activities
Net short-term borrowings		1,234			—
Proceeds from long-term debt		345,190			272,906
Repayment of long-term debt		(10,250	)		(133,051	)
Excess tax benefits from stock-based compensation		1,063			2,532
Proceeds from exercise of stock options		1,762			2,577
Repurchases of common stock		(9,280	)		—
Dividends paid		(15,022	)		(14,224	)
Net cash provided by financing activities		314,697			130,740
Effect of exchange rate changes on cash and cash equivalents		499			589
Change in cash and cash equivalents		9,410			1,737
Cash and cash equivalents, beginning of period		54,820			48,500
Cash and cash equivalents, end of period	$	64,230		$	50,237
Free cash flow
Net cash used for operating activities	$	(57,669	)	$	(92,302	)
Less capital expenditures		(18,865	)		(9,054	)
Proceeds from sale of property and equipment		1,329			79
Free cash flow	$	(75,205	)	$	(101,277	)

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Pentair, Inc. and Subsidiaries
Supplemental Financial Information by Reportable Business Segment (Unaudited)

	First Qtr			First Qtr
In thousands	2007			2006
Net sales to external customers
Water	$	555,412		$	517,169
Technical Products		252,583			254,220
Consolidated	$	807,995		$	771,389
Intersegment sales
Water	$	214		$	50
Technical Products		896			889
Other		(1,110	)		(939	)
Consolidated	$	—		$	—
Operating income (loss)
Water	$	60,879		$	55,587
Technical Products		31,631			37,704
Other		(12,357	)		(14,735	)
Consolidated	$	80,153		$	78,556
Operating income as a percent of net sales
Water		11.0	%		10.8	%
Technical Products		12.5	%		14.8	%
Consolidated		9.9	%		10.2	%

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