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 26, 2005

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 April 26, 2005, Pentair, Inc. issued a press release announcing earnings for the first quarter of 2005 and 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) 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 26, 2005 announcing the earnings results for the first quarter of 2005.

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 26, 2005.

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

PENTAIR, INC.

Exhibit Index to Current Report on Form 8-K

Dated April 26, 2005

Exhibit Number	Description
99.1	Pentair, Inc. press release dated April 26, 2005 announcing the earnings results for the first quarter of 2005.

EX-99.1

Pentair, Inc. 5500 Wayzata Blvd., Suite 800 Golden Valley, MN 55416 763 545 1730 Tel 763 656 5204 Fax	Exhibit 99.1
News Release

Pentair Reports a 45% Sales Increase, a 50% EPS Improvement, and a 50 Basis Point Margin Gain in First Quarter of 2005

GOLDEN VALLEY, Minn. — April 26, 2005 — Pentair (NYSE: PNR) today announced its first quarter 2005 results, highlighting a 50 percent year-over-year increase in earnings per share (EPS) from continuing operations driven chiefly by share gains in robust Enclosures markets, stronger margins in Enclosures and in Pentair’s heritage water businesses, and the contributions of the new water businesses.

Pentair’s first quarter 2005 net sales totaled $709.6 million, up 45 percent from $488.5 million in the same period a year ago. Organic sales – removing the effects of acquisitions and excluding favorable foreign currency exchange – grew approximately five percent. Operating income for the first quarter totaled $76.4 million, 52 percent greater than the $50.1 million reported in the same period last year. First quarter 2005 EPS of $0.42 compares to first quarter 2004 EPS from continuing operations of $0.28. The $0.42 EPS includes a benefit of approximately one cent from a favorable settlement of a routine IRS exam for prior years resulting in a release of tax contingency reserves.

“We rate the first quarter of 2005 a solid success on the basis of a 45 percent gain in sales, a 52 percent improvement in operating income, a 50 percent increase in EPS, and a 50 basis point expansion in margins,” said Randall J. Hogan, Pentair chairman and chief executive officer. “Organic growth of five percent was driven principally by nearly seven percent growth in North America and strong growth in China, offset somewhat by lower sales in Europe.”

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During the first quarter, Pentair used a net $98 million of cash to support the combined seasonality of the Sta-Rite and Pentair Pool operations as well as working capital requirements to facilitate the rationalization of Water operations and cash payments for various customer rebates and employee bonus plans. Capital expenditures were also higher due to construction of facilities in Mexico and China that will improve Pentair’s cost structure and accommodate future growth. Pentair anticipates that cash flow for the first half of 2005 will be positive due to reductions in working capital projected in the second quarter. Pentair expects to exceed $200 million of free cash flow in 2005.

In the Water Group, first quarter 2005 sales of $512.1 million were 63 percent higher than the $314.0 million recorded in the same period last year. Strong Asian sales and improved North American sales of pumps, and foodservice, marine and recreational vehicle filtration sales drove organic growth. This growth was somewhat offset by the contraction of sales in Europe, resulting in organic growth for the Water Group in the low single digits.

First quarter 2005 operating income in the Water Group totaled $61.8 million, up from $41.5 million for the same period last year. Operating income margins of 12.1 percent in the first quarter reflect the lower initial margins of the former WICOR businesses. Pentair said the Water Group showed significant progress in closing the gap on the margin differential between the new Water Group and Pentair’s heritage Water Group, from a gap of 230 basis points in the fourth quarter of 2004 to a gap of only 110 basis points in the first quarter of 2005.

Integration of the former WICOR businesses proceeded as expected during the quarter with 10 facilities closed or consolidated to date, and another five closings or consolidations in progress. In February, Pentair completed construction of a water products manufacturing facility near the campus of Pentair’s existing operations in Reynosa, Mexico, and production began in March. Operations at the new facility will continue to ramp-up throughout 2005.

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Pentair’s Enclosures Group delivered 13 percent sales growth with first quarter 2005 sales totaling $197.9 million compared to a year-earlier total of $174.8 million. Sales in North America were very strong, offset by a small reduction in European sales. Pentair attributed the overall increase to market share gains driven by continued wins in targeted growth markets, the impact of new product introductions, and improved service and delivery, coupled with strong demand from North American industrial, commercial and technology markets.

First quarter operating income in the Enclosures Group increased 34 percent from the same period last year, totaling $25.9 million in 2005 versus $19.4 million in 2004. Margins reached 13.1 percent, expanding by 200 basis points over the first quarter 2004, and delivering the Enclosures Group’s 13th consecutive quarter of sequential margin improvement. This performance was driven by higher volume in North America and productivity gains from the Pentair Integrated Management System and supply management initiatives.

“In both our Water and Enclosures businesses, we are capturing solid organic growth in those markets where we have executed our growth initiatives; now we need to replicate those successes, particularly in Europe. In operations, we continue to more than offset material cost inflation with pricing and productivity, the integration of the former WICOR businesses is progressing smoothly, and we continue to pursue acquisition opportunities in both Water and Enclosures,” Hogan said. “Looking ahead to our second quarter results, we reiterate our expectation of EPS between $0.61 and $0.65, which is at minimum 45 percent higher than the same period in 2004. In addition, we are raising the low end of our previous 2005 EPS guidance from $1.95 to $2.00, while maintaining the high end of the range at $2.10.”

A Pentair conference call scheduled for 11:00 a.m. CDT today will be webcast live via http://www.pentair.com. A link to the conference call is posted on the site’s “Financial Information” page and will be archived at the same location.

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Pentair, Inc. and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

	Three months ended
In thousands, except per-share data	April 2 2005			April 3 2004
Net sales	$	709,635		$	488,453
Cost of goods sold		505,497			348,380
Gross profit		204,138			140,073
% of net sales		28.8	%		28.7	%
Selling, general and administrative		116,338			83,652
% of net sales		16.4	%		17.1	%
Research and development		11,427			6,311
% of net sales		1.6	%		1.3	%
Operating income		76,373			50,110
% of net sales		10.8	%		10.3	%
Net interest expense		11,276			7,645
% of net sales		1.6	%		1.6	%
Income from continuing operations before income taxes		65,097			42,465
% of net sales		9.2	%		8.7	%
Provision for income taxes		21,792			14,223
Effective tax rate		33.5	%		33.5	%
Income from continuing operations		43,305			28,242
Income from discontinued operations, net of tax		—			11,968
Net income	$	43,305		$	40,210
Earnings per common share
Basic
Continuing operations	$	0.43		$	0.29
Discontinued operations		—			0.12
Basic earnings per common share	$	0.43		$	0.41
Diluted
Continuing operations	$	0.42		$	0.28
Discontinued operations		—			0.12
Diluted earnings per common share	$	0.42		$	0.40
Weighted average common shares outstanding
Basic		100,363			98,428
Diluted		102,742			100,531
Cash dividends declared per common share	$	0.130		$	0.105

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Pentair, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

In thousands	April 2 2005			December 31 2004			April 3 2004
Assets
Current assets
Cash and cash equivalents	$	43,839		$	31,495		$	63,246
Accounts and notes receivable, net		475,603			396,459			313,016
Inventories		339,910			323,676			175,511
Current assets of discontinued operations		—			—			343,343
Deferred tax assets		49,913			49,074			30,242
Prepaid expenses and other current assets		27,838			24,433			24,863
Total current assets		937,103			825,137			950,221
Property, plant and equipment, net		335,063			336,302			226,523
Other assets
Non-current assets of discontinued operations		—			393			534,830
Goodwill		1,620,719			1,620,404			997,283
Intangibles, net		255,028			258,126			97,487
Other		81,009			80,213			83,173
Total other assets		1,956,756			1,959,136			1,712,773
Total assets	$	3,228,922		$	3,120,575		$	2,889,517
Liabilities and Shareholders’ Equity
Current liabilities
Current maturities of long-term debt	$	17,423		$	11,957		$	4,884
Accounts payable		185,138			195,289			122,861
Employee compensation and benefits		76,873			104,821			54,405
Accrued product claims and warranties		44,297			42,524			25,670
Current liabilities of discontinued operations		192			192			167,253
Income taxes		25,446			27,395			24,842
Accrued rebates and sales incentives		26,352			41,618			14,076
Other current liabilities		104,588			103,083			64,646
Total current liabilities		480,309			526,879			478,637
Long-term debt		848,006			724,148			829,135
Pension and other retirement compensation		138,524			135,356			99,804
Post-retirement medical and other benefits		70,013			69,667			25,888
Deferred tax liabilities		145,294			142,873			60,664
Other non-current liabilities		72,431			70,804			55,639
Non-current liabilities of discontinued operations		2,866			3,054			39,801
Total liabilities		1,757,443			1,672,781			1,589,568
Shareholders’ equity		1,471,479			1,447,794			1,299,949
Total liabilities and shareholders’ equity	$	3,228,922		$	3,120,575		$	2,889,517
Days sales in accounts receivable (13 month moving average)		54			52			53
Days inventory on hand (13 month moving average)		65			62			57
Days in accounts payable (13 month moving average)		57			57			54
Debt/total capital		37.0	%		33.7	%		39.1	%

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Pentair, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Three months ended
In thousands	April 2 2005			April 3 2004
Operating activities
Net income	$	43,305		$	40,210
Adjustments to reconcile net income to net cash provided by operating activities
Net income from discontinued operations		—			(11,968	)
Depreciation		14,463			10,441
Amortization		5,868			3,144
Deferred income taxes		2,391			643
Changes in assets and liabilities, net of effects of business acquisitions and dispositions
Accounts and notes receivable		(85,608	)		61,765	)
Inventories		(19,489	)		(9,959	)
Prepaid expenses and other current assets		(4,331	)		(5,792	)
Accounts payable		(7,382	)		30,013
Employee compensation and benefits		(27,416	)		(7,526	)
Accrued product claims and warranties		1,544			1,265
Income taxes		(1,681	)		9,975
Other current liabilities		(605	)		4,660
Pension and post-retirement benefits		3,646			1,955
Other assets and liabilities		(1,250	)		(2,242	)
Net cash (used for) provided by continuing operations		(76,545	)		3,054
Net cash provided by (used for) discontinued operations		205			(130	)
Net cash (used for) provided by operating activities		(76,340	)		2,924
Investing activities
Capital expenditures		(21,289	)		(6,955	)
Acquisitions, net of cash acquired		(10,301	)		(2,296	)
Divestitures		(1,190	)		—
Other		17			—
Net cash used for investing activities		(32,763	)		(9,251	)
Financing activities
Proceeds from long-term debt		120,000			85,816
Repayment of long-term debt		12,490			(62,485	)
Proceeds from exercise of stock options		2,599			9,344
Dividends paid		(13,428	)		(10,457	)
Net cash provided by financing activities		121,661			22,218
Effect of exchange rate changes on cash		(214	)		(634	)
Change in cash and cash equivalents		12,344			15,257
Cash and cash equivalents, beginning of period		31,495			47,989
Cash and cash equivalents, end of period	$	43,839		$	63,246
Free cash flow
Net cash (used for) provided by operating activities	$	(76,340	)	$	2,924
Less capital expenditures continuing operations		(21,289	)		(5,480	)
Less capital expenditures discontinued operations		—			(1,475	)
Free cash flow	$	(97,629	)	$	(4,031	)

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Pentair, Inc. and Subsidiaries

Supplemental Financial Information by Reportable Business Segment (Unaudited)

In thousands	First Qtr 2005			First Qtr 2004
Net sales to external customers
Water	$	512,110		$	314,002
Enclosures		197,949			174,803
Intersegment sales elimination		(424	)		(352	)
Consolidated	$	709,635		$	488,453
Operating income (loss)
Water	$	61,803		$	41,547
Enclosures		25,926			19,354
Other		(11,356	)		(10,791	)
Consolidated	$	76,373		$	50,110
Operating income as a percent of net sales
Water		12.1	%		13.2	%
Enclosures		13.1	%		11.1	%
Consolidated		10.8	%		10.3	%

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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 Enclosures Group is a leader in the global enclosures market, designing and manufacturing standard, modified and custom enclosures that house and protect sensitive electronics and electrical components. With 2004 revenues of $2.28 billion, or $2.76 billion on a pro forma basis, Pentair has approximately 13,000 employees worldwide.

Any statements made about the company’s anticipated financial results are forward-looking statements subject to risks and uncertainties such as continued economic growth; the ability to integrate the WICOR acquisition successfully and the risk that expected synergies may not be fully realized or may take longer to realize than expected; 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.

Pentair Contacts:

Rachael Jarosh	Mark Cain
Communications	Investor Relations
Tel.: (763) 656-5280	Tel.: (763) 656-5278
E-mail: rachael.jarosh@pentair.com	E-mail: mark.cain@pentair.com