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): July 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:

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

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

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

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

ITEM 2.02 Results of Operations and Financial Condition

On July 24, 2007, Pentair, Inc. issued a press release announcing its earnings for the second 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 July 24, 2007 announcing the earnings results for the second 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 July 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 July 24, 2007

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

EX-99.1

Pentair, Inc.
5500 Wayzata Blvd., Suite 800
Golden Valley, MN 55416
763 545 1730 Tel
763 656 5400 Fax EXHIBIT 99.1

News Release

Pentair Announces Record Second Quarter Sales and Operating Income

• Reports record second quarter sales of $923 million, up 7 percent versus the second quarter 2006

• Delivers second quarter earnings per share of $0.62

• Generates strong free cash flow of $145 million in the second quarter and $69 million for the first half of 2007, up $42 million year-to-date versus the first half of 2006

• Announces full year earnings per diluted share guidance range of $2.00 to $2.05

GOLDEN VALLEY, Minn. — July 24, 2007 — Pentair, Inc. (NYSE: PNR) today announced second quarter 2007 earnings per share (EPS) from continuing operations of $0.62, down 7 percent on a reported basis as compared with the year-earlier period. Last year’s second quarter earnings per share of $0.67 included $0.08 of one-time tax benefits.

Total sales increased 7 percent to a record $923 million as compared with $862 million in the second quarter of 2006. The company delivered record operating income for the second quarter of $115 million versus $108 million in the year-earlier quarter. Overall, operating margins declined 10 basis points as a 260 net basis point improvement from productivity, volume, mix and pricing actions could not offset the impact of key commodity inflation. Pentair generated free cash flow of $145 million for the quarter, driven primarily by higher cash provided from working capital. For the first half of the year, the company generated $69 million, reflecting a $42 million improvement as compared with the first half of 2006.

“We delivered a strong second quarter. Organic sales were up 3 percent, and 2 percent excluding the impact of foreign exchange. While some of our end markets were turbulent, as expected, we exceeded our earnings per share guidance by capitalizing on several opportunities for growth,” Hogan said. “The strength of our diversity in end markets was evidenced in the quarter as we countered the softness of the North American residential markets with sales growth in our municipal and commercials markets,” Hogan said.

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Second Quarter Business Highlights

The Water Group delivered $665 million in sales or 10 percent year-over-year sales growth. Organic sales were up 5 percent, and up 4 percent excluding foreign exchange. Acquisitions contributed 5 points of growth. Organic sales in the North American Pool and Filtration markets were relatively flat, reflecting the continuing softness of the North American residential housing market. Europe and Asia operations drove double-digit sales growth.

• Sales in Asia-Pacific grew 34 percent, driven in part by a strong rebound in the Australian market and continued penetration in China.

• Sales in Europe grew 42 percent or 13 percent excluding the Jung Pump acquisition. Sales growth outpaced the economy with strength in the industrial and food service markets offset somewhat by softness in residential water treatment.

• Overall, North American pump sales were up 9 percent as compared with the second quarter of 2006. The company drove sales growth in the commercial, industrial and municipal pump markets and saw continued weakness in residential pump markets. The overall sales improvement reflects higher-than-expected municipal sales, as some project-based product shipments moved from the third quarter into the second to meet a customer request. Excluding this order, overall Pump sales would have declined about 1 percent.

• Sales in North American Filtration markets were up 7 percent, driven by the Porous Media acquisition. Organic sales were down 1 percent as increases in our commercial and industrial markets and continued momentum in food service did not offset declines in residential tanks.

• Sales in North American Pool and Spa markets were essentially flat in a down market. New products, new customers and price increases helped offset the market declines.

The Water Group’s second quarter operating income totaled $91 million, up 8 percent as compared to $84 million in the same period in 2006. Operating margins of 13.7 percent were 20 basis points below the year-earlier period, even with 10 basis points of productivity improvement net of key strategic investments. These improvements did not offset the decline in volume in the North American residential markets and some material cost inflation.

Technical Products delivered second quarter 2007 sales of $257 million, flat as compared to the year-earlier period. Sales were down approximately 1 percent organically and 2 percent excluding the positive impact of foreign exchange. Solid sales in the electrical markets and strong sales in international regions did not offset the declines associated with the consolidation and contraction of the telecommunications and the global electronics markets.

• In North America, second quarter sales growth in the electrical markets was up approximately 6 percent driven by market share gains year-over-year in the industrial, commercial and networking market segments. New products contributed significantly to this growth, especially in the networking and data-communications segments.

• Technical Products global electronic sales were down approximately 6 percent. In North America, electronic sales declines of approximately 27% masked significant progress in Asia, which delivered 60 percent year-over-year electronic sales growth.

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Second quarter operating income for Technical Products totaled $36 million as compared to $40 million in the same quarter last year. Operating margins of 14.1 percent were 140 basis points lower year-over-year, driven by the strong performance of Hoffman Enclosures and planned price increases but offset by the declines in Electronics volume.

Outlook

“Based on our solid first half of 2007, we are announcing third quarter EPS guidance in the range of $0.48 to $0.51, and a full-year EPS guidance range of $2.00 to $2.05,” Hogan said. “Looking ahead, we anticipate ongoing uncertainty in the North American residential market, which impacts our Water business, and we anticipate a modest recovery in the telecommunications markets we serve.

“We continue to drive sales growth in the commercial, industrial and municipal markets, the electrical technical products markets, and internationally. We expect this growth, coupled with lean disciplines driven through Pentair’s Integrated Management System, to offset the market challenges we face. We remain on track to achieve our 2007 margin targets, and to achieving free cash flow greater than 100 percent conversion of net income,” Hogan added.

Earnings Conference Call

Pentair Chairman and CEO Randall J. Hogan and Chief Financial Officer John L. Stauch will discuss the Company’s performance and guidance on a two-way conference call with investors at 12:00 p.m. Eastern today. Reconciliation of any non-GAAP financial measures are set forth in the attachments of this second quarter 2007 earnings release and in the second quarter 2007 earning release conference call presentation, both of which can be found at Pentair’s web site (www.pentair.com). Related financial charts and certain other information to be discussed on the conference call will be available on the company’s website 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 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.

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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 Contacts:

Todd Gleason	Rachael Jarosh
Vice President, Investor Relations	Director, Communications
Tel.: (763) 656-5570	Tel.: (763) 656-5280
E-mail: todd.gleason@pentair.com	E-mail: rachael.jarosh@pentair.com

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

	Three months ended						Six months ended
	June 30			July 1			June 30			July 1
In thousands, except per-share data	2007			2006			2007			2006
Net sales	$	922,645		$	862,022		$	1,730,640		$	1,633,411
Cost of goods sold		639,200			599,333			1,209,792			1,148,214
Gross profit		283,445			262,689			520,848			485,197
% of net sales		30.7	%		30.4	%		30.1	%		29.7	%
Selling, general and administrative		153,792			139,831			296,092			268,920
% of net sales		16.7	%		16.2	%		17.1	%		16.5	%
Research and development		14,808			14,883			29,758			29,746
% of net sales		1.6	%		1.7	%		1.7	%		1.8	%
Operating income		114,845			107,975			194,998			186,531
% of net sales		12.4	%		12.5	%		11.3	%		11.4	%
Net interest expense		18,885			12,553			34,005			25,837
% of net sales		2.0	%		1.4	%		2.0	%		1.6	%
Income from continuing operations before income taxes		95,960			95,422			160,993			160,694
% of net sales		10.4	%		11.1	%		9.3	%		9.8	%
Provision for income taxes		33,959			26,789			56,862			48,990
Effective tax rate		35.4	%		28.1	%		35.3	%		30.5	%
Income from continuing operations		62,001			68,633			104,131			111,704
Gain (loss) on disposal of discontinued operations, net of tax		64			—			207			(1,451	)
Net income	$	62,065		$	68,633		$	104,338		$	110,253
Earnings (loss) per common share
Basic
Continuing operations	$	0.63		$	0.68		$	1.05		$	1.11
Discontinued operations		—			—			—			(0.01	)
Basic earnings per common share	$	0.63		$	0.68		$	1.05		$	1.10
Diluted
Continuing operations	$	0.62		$	0.67		$	1.04		$	1.09
Discontinued operations		—			—			—			(0.01	)
Diluted earnings per common share	$	0.62		$	0.67		$	1.04		$	1.08
Weighted average common shares outstanding
Basic		98,874			100,509			98,915			100,498
Diluted		100,371			102,429			100,294			102,457
Cash dividends declared per common share	$	0.15		$	0.14		$	0.30		$	0.28

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

	June 30			December 31			July 1
In thousands	2007			2006			2006
Assets
Current assets
Cash and cash equivalents	$	52,016		$	54,820		$	48,331
Accounts and notes receivable, net		533,144			422,134			502,982
Inventories		416,008			398,857			380,219
Deferred tax assets		52,642			50,578			45,922
Prepaid expenses and other current assets		42,453			31,239			27,659
Total current assets		1,096,263			957,628			1,005,113
Property, plant and equipment, net		354,322			330,372			312,146
Other assets
Goodwill		1,941,014			1,718,771			1,729,179
Intangibles, net		503,823			287,011			263,600
Other		77,822			71,197			80,167
Total other assets		2,522,659			2,076,979			2,072,946
Total assets	$	3,973,244		$	3,364,979		$	3,390,205
Liabilities and Shareholders’ Equity
Current liabilities
Short-term borrowings	$	10,202		$	14,563		$	4,869
Current maturities of long-term debt		4,622			7,625			6,970
Accounts payable		219,151			206,286			224,237
Employee compensation and benefits		96,651			88,882			83,071
Current pension and post-retirement benefits		7,918			7,918			—
Accrued product claims and warranties		48,867			44,093			41,346
Income taxes		20,459			22,493			22,533
Accrued rebates and sales incentives		42,185			39,419			35,723
Other current liabilities		94,873			90,003			83,937
Total current liabilities		544,928			521,282			502,686
Other liabilities
Long-term debt		1,173,527			721,873			801,898
Pension and other retirement compensation		218,420			207,676			164,480
Post-retirement medical and other benefits		46,806			47,842			73,723
Long-term income taxes payable		14,705			—			—
Deferred tax liabilities		112,615			109,781			125,418
Other non-current liabilities		87,949			86,526			79,838
Total liabilities		2,198,950			1,694,980			1,748,043
Shareholders’ equity		1,774,294			1,669,999			1,642,162
Total liabilities and shareholders’ equity	$	3,973,244		$	3,364,979		$	3,390,205
Days sales in accounts receivable (13 month moving average)		54			54			54
Days inventory on hand (13 month moving average)		78			76			71
Days in accounts payable (13 month moving average)		55			56			56
Debt/total capital		40.1	%		30.8	%		33.1	%

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 in the first quarter of 2007. 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)

	Six months ended
	June 30			July 1
In thousands	2007			2006
Operating activities
Net income	$	104,338		$	110,253
Adjustments to reconcile net income to net cash provided by operating activities
(Gain) loss on disposal of discontinued operations		(207	)		1,451
Depreciation		30,185			30,386
Amortization		12,972			9,476
Deferred income taxes		(6,476	)		181
Stock compensation		12,626			12,484
Excess tax benefits from stock-based compensation		(2,213	)		(2,605	)
Changes in assets and liabilities, net of effects of business acquisitions and dispositions
Accounts and notes receivable		(86,949	)		(74,193	)
Inventories		2,673			(28,032	)
Prepaid expenses and other current assets		(3,542	)		(2,809	)
Accounts payable		15,065			12,382
Employee compensation and benefits		(4,982	)		(16,832	)
Accrued product claims and warranties		4,561			(1,793	)
Income taxes		5,477			6,443
Other current liabilities		3,192			(19,933	)
Pension and post-retirement benefits		7,730			8,722
Other assets and liabilities		3,466			1,565
Net cash provided by continuing operations		97,916			47,146
Net cash provided by operating activities of discontinued operations		—			48
Net cash provided by operating activities		97,916			47,194
Investing activities
Capital expenditures		(30,068	)		(20,217	)
Proceeds from sale of property and equipment		1,536			221
Acquisitions, net of cash acquired		(482,885	)		(19,694	)
Divestitures		—			(24,007	)
Other		(779	)		(4,273	)
Net cash used for investing activities		(512,196	)		(67,970	)
Financing activities
Net short-term borrowings		(4,708	)		4,763
Proceeds from long-term debt		1,121,402			414,233
Repayment of long-term debt		(673,341	)		(358,141	)
Debt issuance costs		(1,782	)		—
Excess tax benefits from stock-based compensation		2,213			2,605
Proceeds from exercise of stock options		4,922			2,939
Repurchases of common stock		(9,280	)		(18,330	)
Dividends paid		(29,991	)		(28,458	)
Net cash provided by financing activities		409,435			19,611
Effect of exchange rate changes on cash and cash equivalents		2,041			996
Change in cash and cash equivalents		(2,804	)		(169	)
Cash and cash equivalents, beginning of period		54,820			48,500
Cash and cash equivalents, end of period	$	52,016		$	48,331
Free cash flow
Net cash provided by operating activities	$	97,916		$	47,194
Less capital expenditures		(30,068	)		(20,217	)
Proceeds from sale of property and equipment		1,536			221
Free cash flow	$	69,384		$	27,198

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

	First Qtr			Second Qtr			Six Months			First Qtr			Second Qtr			Six Months
In thousands	2007			2007			2007			2006			2006			2006
Net sales to external customers
Water	$	555,412		$	665,495		$	1,220,907		$	517,169		$	605,516		$	1,122,685
Technical Products		252,583			257,150			509,733			254,220			256,506			510,726
Consolidated	$	807,995		$	922,645		$	1,730,640		$	771,389		$	862,022		$	1,633,411
Intersegment sales
Water	$	214		$	46		$	260		$	50		$	55		$	105
Technical Products		896			1,689			2,585			889			1,312			2,201
Other		(1,110	)		(1,735	)		(2,845	)		(939	)		(1,367	)		(2,306	)
Consolidated	$	—		$	—		$	—		$	—		$	—		$	—
Operating income (loss)
Water	$	60,879		$	90,978		$	151,857		$	55,587		$	84,191		$	139,778
Technical Products		31,631			36,140			67,771			37,704			39,678			77,382
Other		(12,357	)		(12,273	)		(24,630	)		(14,735	)		(15,894	)		(30,629	)
Consolidated	$	80,153		$	114,845		$	194,998		$	78,556		$	107,975		$	186,531
Operating income as a percent of net sales
Water		11.0	%		13.7	%		12.4	%		10.8	%		13.9	%		12.5	%
Technical Products		12.5	%		14.1	%		13.3	%		14.8	%		15.5	%		15.2	%
Consolidated		9.9	%		12.4	%		11.3	%		10.2	%		12.5	%		11.4	%

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