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 17, 2003

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)
1500 County Road B2 West, Suite 400, St. Paul, Minnesota	55113
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (651) 636-7920

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits – The following exhibit is provided as part of the information furnished under Item 9 and Item 12 of this Current Report on Form 8-K:

Exhibit	Description
99.1	Pentair, Inc. press release dated April 17, 2003 announcing first quarter results.

ITEM 9.     REGULATION FD DISCLOSURE

On April 17, 2003, Pentair, Inc. issued a press release announcing earnings for the quarter ended March 29, 2003. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. This Current Report on Form 8-K and the press release attached hereto are being furnished by Pentair pursuant to Item 9 and Item 12 of Form 8-K.

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 17, 2003.

PENTAIR, INC.
Registrant
By	/s/     David D. Harrison
	David D. Harrison
	Executive Vice President and Chief Financial Officer
	(Chief Accounting Officer)

EX-99.1

Exhibit 99.1

Pentair, Inc.

Waters Edge Plaza

1500 County Road B2 West

St. Paul, MN 55113

651 636 7920 Tel

651 639 5203 Fax

News Release

[LOGO OF PENTAIR, INC.]

For release at 5:00 A.M. CDT

Contact: Mark Cain (651) 639-5278

Pentair’s First Quarter 2003 EPS Rises 30% on 6% Sales Gain

ST. PAUL, Minn. — April 17, 2003 — Pentair (NYSE: PNR) today announced that its first quarter 2003 earnings per share (EPS) of $0.56 gained 30 percent over EPS of $0.43 in the same period last year. This performance exceeded analysts’ EPS expectations by $0.02. Pentair’s first quarter net sales totaled $637.5 million, up six percent from $603.1 million in the same period a year ago. Excluding recent acquisitions, sales were flat compared to the first quarter of 2002. Operating income for the first quarter 2003 totaled $52.2 million, 14 percent greater than the $45.7 million reported in the first quarter of 2002.

“Pentair turned a six percent sales gain into a 30 percent EPS improvement during the first quarter and recorded its fourth consecutive favorable quarter-over-quarter comparison,” said Randall J. Hogan, Pentair chairman and CEO. “These results demonstrate that we continue to improve our performance in the midst of difficult market conditions.”

In the Tools Group, first quarter 2003 sales of $251.8 million were flat compared to the same period last year and down in the mid single digits, excluding the recent acquisition. These results reflect weak consumer confidence and reduced spending in the quarter, both of which were aggravated by concerns over the war in Iraq. The soft market led to increased price pressure and higher promotional costs. In addition, the loss of some air compressor placements in the home center channel unfavorably affected the first quarter; however, compressor sales are expected to rebound in subsequent quarters. Operating income of $17.7 million was six percent ahead of the same period last year, and margins of seven percent were 40 basis points higher on the same comparison due primarily to supply chain, lean enterprise, and cost reduction initiatives. The Tools Group announced plans to close its Tupelo, Mississippi operation and consolidate the manufacture of Delta woodworking products into its Jackson, Tennessee, and Asian joint venture facilities. The consolidation, scheduled to be complete in 2004, is expected to generate annual savings of more than $3 million.

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In the Water Technologies Group, first quarter 2003 sales of $246.4 million increased 17 percent versus the same period last year and were up in the mid single digits excluding the Plymouth Products acquisition. These results were driven by growth in retail pumps, pool products, and our international businesses, which more than offset the effects of continued weakness in commercial and industrial pumps, and water treatment markets. The Group’s operating income of $29.5 million was down slightly compared to the same period last year due to sales mix, expenses related to workforce reductions, and strategic investments to drive growth. Margin improvement efforts are focused on continued productivity improvements in the pump business, headcount reductions, and product line rationalization and pruning.

In the Enclosures Group, sales of $139.3 million in the first quarter of 2003 were flat compared to the same period in 2002, as sales in new markets offset continued weakness in base markets. First quarter operating income of $9.9 million was more than double that of the previous year’s first quarter, again reflecting the benefits of ongoing restructuring, lean enterprise practices, and supply chain management. The first quarter was the Enclosure Group’s fifth consecutive quarter of margin improvement on flat sales, gaining 20 basis points over fourth quarter 2002 margins.

“Our short-term targets are to reinforce sales in the Tools Group and increase margins in Water Technologies, while continuing to invest in growth initiatives,” Hogan said. “With progress in these areas, we are reaffirming our EPS guidance for 2003 of between $2.90 and $3.05, and are targeting second quarter 2003 EPS of between $0.85 and $0.95.”

A Pentair conference call scheduled for 11:00 a.m. CDT today will be webcast live via http://www.pentair.com. The conference call, which can be found on the site’s “Financial Information” page, will be archived at the same location.

Pentair is a St. Paul-based manufacturer whose core businesses compete in tools, water technologies, and enclosures markets. The company employs 12,000 people in more than 50 locations around the world.

Any statements made about the company’s anticipated financial results are forward-looking statements subject to risks and uncertainties such as continued economic growth; 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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Pentair, Inc. and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

	First quarter
In thousands, except per-share data	March 29 2003			March 30 2002
Net sales	$	637,516		$	603,063
Cost of goods sold		482,225			466,052
Gross profit		155,291			137,011
% of net sales		24.4	%		22.7	%
Selling, general and administrative		92,982			82,920
% of net sales		14.6	%		13.7	%
Research and development		10,121			8,364
% of net sales		1.6	%		1.4	%
Operating income		52,188			45,727
% of net sales		8.2	%		7.6	%
Net interest expense		9,993			13,730
% of net sales		1.6	%		2.3	%
Income before income taxes		42,195			31,997
% of net sales		6.6	%		5.3	%
Provision for income taxes		14,346			10,559
Effective tax rate		34.0	%		33.0	%
Net income (loss)	$	27,849		$	21,438
Earnings per common share
Basic	$	0.56		$	0.44
Diluted	$	0.56		$	0.43
Weighted average common shares outstanding
Basic		49,348			49,173
Diluted		49,617			49,584
Cash dividends declared per common share	$	0.19		$	0.18

Pentair, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

In thousands	March 29 2003			December 31 2002			March 30 2002
Assets
Current assets
Cash and cash equivalents	$	44,604		$	39,648		$	20,946
Accounts and notes receivable, net		438,642			403,793			447,483
Inventories		309,969			293,202			295,391
Deferred income taxes		55,157			55,234			67,871
Prepaid expenses and other current assets		19,386			17,132			19,340
Net assets of discontinued operations		1,917			1,799			3,613
Total current assets		869,675			810,808			854,644
Property, plant and equipment, net		344,734			351,316			318,758
Goodwill and other assets		1,363,778			1,352,326			1,202,296
Total assets	$	2,578,187		$	2,514,450		$	2,375,698
Liabilities and Shareholders’ Equity
Current liabilities
Short-term borrowings	$	—		$	686		$	—
Current maturities of long-term debt		58,038			60,488			5,972
Accounts and notes payable		182,360			171,709			197,407
Employee compensation and benefits		66,190			84,965			59,930
Accrued product claims and warranties		38,195			36,855			37,825
Income taxes		23,757			12,071			15,501
Other current liabilities		104,721			109,426			127,511
Total current liabilities		473,261			476,200			444,146
Long-term debt		719,770			673,911			689,136
Pension and other retirement compensation		126,073			124,301			75,858
Post-retirement medical and other benefits		42,417			42,815			43,367
Deferred income taxes		32,741			31,728			34,040
Other noncurrent liabilities		57,943			59,771			61,664
Total liabilities		1,452,205			1,408,726			1,348,211
Shareholders’ equity		1,125,982			1,105,724			1,027,487
Total liabilities and shareholders’ equity	$	2,578,187		$	2,514,450		$	2,375,698
Days sales in accounts receivable (13 month moving average)		59			59			65
Days inventory on hand (13 month moving average)		63			63			72
Days in accounts payable (13 month moving average)		53			53			57
Debt/total capital		40.9	%		39.9	%		40.4	%

Pentair, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

	First quarter
In thousands	March 29 2003			March 30 2002
Operating activities
Net income	$	27,849		$	21,438
Depreciation		15,609			15,035
Other amortization		1,281			864
Deferred income taxes		1,056			2,089
Stock compensation		208			—
Changes in assets and liabilities, net of effects of business acquisitions		(33,032	)		(48,403	)
Accounts and notes receivable		(13,436	)		3,255
Inventories		(2,009	)		1,148
Prepaid expenses and other current assets		9,747			21,137
Accounts payable		(18,068	)		(13,768	)
Employee compensation and benefits		647			287
Accrued product claims and warranties		11,381			9,295
Income taxes		(6,284	)		8,056
Other current liabilities		580			2,506
Pension and post-retirement benefits		2,186			(2,880	)
Other assets and liabilities		(33,032	)		(48,403	)
Net cash provided by (used for) continuing operations		(2,285	)		20,059
Net cash provided by (used for) discontinued operations		(118	)		1,712
Net cash provided by (used for) operating activities		(2,403	)		21,771
Investing activities
Capital expenditures		(7,711	)		(6,980	)
Proceeds (payments) from sale of businesses		(2,400	)		1,138
Acquisitions, net of cash acquired		(14,510	)		—
Equity investments		142			(2,081	)
Other		—			(165	)
Net cash used for investing activities		(24,479	)		(8,088	)
Financing activities
Net borrowings (repayments) of debt		43,211			(27,813	)
Proceeds from exercise of stock options		53			1,490
Dividends paid		(9,376	)		(8,851	)
Net cash provided by (used for) financing activities		33,888			(35,174	)
Effect of exchange rate changes on cash		(2,050	)		2,593
Change in cash and cash equivalents		4,956			(18,898	)
Cash and cash equivalents, beginning of period		39,648			39,844
Cash and cash equivalents, end of period	$	44,604		$	20,946

Pentair, Inc. and Subsidiaries

Supplemental Financial Information by Reportable Business Segment (Unaudited)

In thousands	First Qtr 2003			First Qtr 2002
Net sales
Tools	$	251,765		$	252,092
Water		246,440			211,411
Enclosures		139,311			139,560
Consolidated	$	637,516		$	603,063
Operating income (loss)
Tools	$	17,686		$	16,686
Water		29,504			29,747
Enclosures		9,865			4,608
Other		(4,867	)		(5,314	)
Consolidated	$	52,188		$	45,727
Operating income as a percent of net sales
Tools		7.0	%		6.6	%
Water		12.0	%		14.1	%
Enclosures		7.1	%		3.3	%
Consolidated		8.2	%		7.6	%