e10vq
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 29, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ   Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).
Large accelerated filer þ     Accelerated filer o     Non-accelerated filer o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o     No þ
On October 12, 2007, 99,470,574 shares of the Registrant’s common stock were outstanding.
 
 

 


 

Pentair, Inc. and Subsidiaries
             
        Page(s)  
PART I FINANCIAL INFORMATION        
ITEM 1.          
        3  
        4  
        5  
        6 – 21  
ITEM 2.       22 – 32  
ITEM 3.       32  
ITEM 4.       32  
        33  
PART II OTHER INFORMATION        
ITEM 1.       34  
ITEM 1A.       34  
ITEM 2.       35  
ITEM 6.       36  
        37  
 Letter Regarding Unaudited Interim Financial Information
 Certification
 Certification
 Certification
 Certification

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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Pentair, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
                                 
    Three months ended   Nine months ended
    September 29   September 30   September 29   September 30
In thousands, except per-share data   2007   2006   2007   2006
 
Net sales
  $ 837,834     $ 778,020     $ 2,568,474     $ 2,411,431  
Cost of goods sold
    591,667       565,533       1,801,459       1,713,747  
 
Gross profit
    246,167       212,487       767,015       697,684  
Selling, general and administrative
    140,745       137,923       436,837       406,843  
Research and development
    14,446       14,271       44,204       44,017  
 
Operating income
    90,976       60,293       285,974       246,824  
Gain on sale of investment
          167             167  
Net interest expense
    18,836       13,024       52,841       38,861  
 
Income from continuing operations before income taxes
    72,140       47,436       233,133       208,130  
Provision for income taxes
    14,096       13,995       70,958       62,985  
 
Income from continuing operations
    58,044       33,441       162,175       145,145  
Gain (loss) on disposal of discontinued operations, net of tax
          1,400       207       (51 )
 
Net income
  $ 58,044     $ 34,841     $ 162,382     $ 145,094  
 
 
                               
Earnings (loss) per common share
                               
Basic
                               
Continuing operations
  $ 0.59     $ 0.34     $ 1.64     $ 1.45  
Discontinued operations
          0.01              
 
Basic earnings per common share
  $ 0.59     $ 0.35     $ 1.64     $ 1.45  
 
 
                               
Diluted
                               
Continuing operations
  $ 0.58     $ 0.33     $ 1.62     $ 1.42  
Discontinued operations
          0.01              
 
Diluted earnings per common share
  $ 0.58     $ 0.34     $ 1.62     $ 1.42  
 
 
                               
Weighted average common shares outstanding
                               
Basic
    98,747       99,419       98,859       100,133  
Diluted
    100,365       101,062       100,339       101,998  
 
                               
Cash dividends declared per common share
  $ 0.15     $ 0.14     $ 0.45     $ 0.42  
See accompanying notes to condensed consolidated financial statements.

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Pentair, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
                         
    September 29   December 31   September 30
In thousands, except share and per-share data   2007   2006   2006
 
Assets
                       
Current assets
                       
Cash and cash equivalents
  $ 56,555     $ 54,820     $ 45,153  
Accounts and notes receivable, net
    479,915       422,134       454,255  
Inventories
    414,302       398,857       397,637  
Deferred tax assets
    53,057       50,578       46,040  
Prepaid expenses and other current assets
    48,512       31,239       28,736  
 
Total current assets
    1,052,341       957,628       971,821  
 
                       
Property, plant and equipment, net
    358,138       330,372       312,295  
 
                       
Other assets
                       
Goodwill
    2,006,426       1,718,771       1,732,410  
Intangibles, net
    492,882       287,011       261,261  
Other
    77,084       71,197       77,386  
 
Total other assets
    2,576,392       2,076,979       2,071,057  
 
Total assets
  $ 3,986,871     $ 3,364,979     $ 3,355,173  
 
 
                       
Liabilities and Shareholders’ Equity
                       
 
                       
Current liabilities
                       
Short-term borrowings
  $ 4,800     $ 14,563     $  
Current maturities of long-term debt
    5,099       7,625       6,912  
Accounts payable
    208,505       206,286       191,206  
Employee compensation and benefits
    107,828       88,882       93,431  
Current pension and post-retirement benefits
    7,918       7,918        
Accrued product claims and warranties
    47,719       44,093       44,016  
Income taxes
    10,439       22,493        
Accrued rebates and sales incentives
    37,115       39,419       41,982  
Other current liabilities
    112,673       90,003       95,122  
 
Total current liabilities
    542,096       521,282       472,669  
 
                       
Other liabilities
                       
Long-term debt
    1,103,023       721,873       788,066  
Pension and other retirement compensation
    222,098       207,676       171,063  
Post-retirement medical and other benefits
    46,499       47,842       73,398  
Long-term income taxes payable
    18,214              
Deferred tax liabilities
    136,886       109,781       124,393  
Other non-current liabilities
    89,898       86,526       84,783  
 
Total liabilities
    2,158,714       1,694,980       1,714,372  
 
                       
Commitments and contingencies
                       
 
                       
Shareholders’ equity
                       
Common shares par value $0.16 2/3; 99,468,474, 99,777,165 and 100,052,372 shares issued and outstanding, respectively
    16,578       16,629       16,675  
Additional paid-in capital
    478,396       488,540       486,986  
Retained earnings
    1,262,604       1,148,126       1,123,456  
Accumulated other comprehensive income
    70,579       16,704       13,684  
 
Total shareholders’ equity
    1,828,157       1,669,999       1,640,801  
 
Total liabilities and shareholders’ equity
  $ 3,986,871     $ 3,364,979     $ 3,355,173  
 
See accompanying notes to condensed consolidated financial statements.

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Pentair, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
                 
    Nine months ended
    September 29   September 30
In thousands   2007   2006
 
Operating activities
               
Net income
  $ 162,382     $ 145,094  
Adjustments to reconcile net income to net cash provided by operating activities
               
(Gain) loss on disposal of discontinued operations
    (207 )     51  
Depreciation
    45,786       44,762  
Amortization
    18,665       13,955  
Deferred income taxes
    (18,883 )     (89 )
Stock compensation
    17,071       18,058  
Excess tax benefits from stock-based compensation
    (2,706 )     (2,677 )
Gain on sale of assets
    (2,195 )     (167 )
Changes in assets and liabilities, net of effects of business acquisitions and dispositions
               
Accounts and notes receivable
    (27,627 )     (23,210 )
Inventories
    10,620       (43,360 )
Prepaid expenses and other current assets
    (8,673 )     (3,671 )
Accounts payable
    168       (22,136 )
Employee compensation and benefits
    2,835       (7,153 )
Accrued product claims and warranties
    3,199       547  
Income taxes
    (4,813 )     (14,800 )
Other current liabilities
    16,634       (2,263 )
Pension and post-retirement benefits
    7,924       14,365  
Other assets and liabilities
    9,153       8,546  
 
Net cash provided by continuing operations
    229,333       125,852  
Net cash provided by operating activities of discontinued operations
          48  
 
Net cash provided by operating activities
    229,333       125,900  
 
               
Investing activities
               
Capital expenditures
    (45,163 )     (33,311 )
Proceeds from sale of property and equipment
    5,136       497  
Acquisitions, net of cash acquired
    (486,264 )     (22,879 )
Divestitures
          (24,007 )
Proceeds from sale of investment
          167  
Other
    (4,044 )     (6,823 )
 
Net cash used for investing activities
    (530,335 )     (86,356 )
 
               
Financing activities
               
Net short-term (repayments) borrowings
    (10,378 )      
Proceeds from long-term debt
    1,147,132       568,996  
Repayment of long-term debt
    (770,822 )     (526,599 )
Debt issuance costs
    (1,876 )      
Excess tax benefits from stock-based compensation
    2,706       2,677  
Proceeds from exercise of stock options
    5,512       3,126  
Repurchases of common stock
    (27,119 )     (50,000 )
Dividends paid
    (44,986 )     (42,616 )
 
Net cash provided by (used for) financing activities
    300,169       (44,416 )
 
               
Effect of exchange rate changes on cash and cash equivalents
    2,568       1,525  
 
Change in cash and cash equivalents
    1,735       (3,347 )
Cash and cash equivalents, beginning of period
    54,820       48,500  
 
Cash and cash equivalents, end of period
  $ 56,555     $ 45,153  
 
See accompanying notes to condensed consolidated financial statements.

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Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
1. Basis of Presentation and Responsibility for Interim Financial Statements
We prepared the unaudited condensed consolidated financial statements following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States can be condensed or omitted.
We are responsible for the unaudited financial statements included in this document. The financial statements include all normal recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results. As these are condensed financial statements, one should also read our consolidated financial statements and notes thereto, which are included in our 2006 Annual Report on Form 10-K for the year ended December 31, 2006.
Revenues, expenses, cash flows, assets and liabilities can and do vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be indicative of those for a full year.
Our fiscal year ends on December 31. We report our interim quarterly periods on a 13-week basis ending on a Saturday.
2. New Accounting Standards
In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement 109 (“FIN 48”). FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision whether to file or not to file a tax return in a particular jurisdiction. FIN 48 is effective for fiscal years beginning after December 15, 2006 and we adopted it on January 1, 2007. The adoption of FIN 48 increased total liabilities by $2.9 million and decreased total shareholders’ equity by $2.9 million. The adoption of FIN 48 had no impact on our consolidated results of operations.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of adopting SFAS 157 on our consolidated results of operations and financial condition.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of adopting SFAS 159 on our consolidated results of operations and financial condition.
In March 2007, the FASB ratified the Emerging Issues Task Force (“EITF”) Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share Based Payment Awards (“EITF 06-11”). EITF 06-11 requires companies to recognize the income tax benefit realized from dividends or dividend equivalents that are charged to retained earnings and paid to employees for nonvested equity-classified employee share-based awards as an increase to additional paid-in capital. EITF 06-11 is effective for fiscal years beginning after September 15, 2007. We are currently evaluating the impact of adopting EITF 06-11 on our consolidated results of operations and financial condition.
3. Stock-based Compensation
Total stock-based compensation expense was $4.4 million and $5.6 million for the three months ended September 29, 2007 and September 30, 2006, respectively and was $17.0 million and $18.1 million for the nine months ended September 29, 2007 and September 30, 2006, respectively.
Non-vested shares of our common stock were granted during the first nine months of 2007 and 2006 to eligible employees with a vesting period of two to five years after issuance. Non-vested share awards are valued at market value on the date of grant and are typically expensed over the vesting period. Total compensation expense for non-vested share awards was $2.0 million and $2.4 million for the three months ended September 29, 2007 and September 30, 2006, respectively and was $7.4 million and $7.2 million for the nine months ended September 29, 2007 and September 30, 2006, respectively.
During the first nine months of 2007, option awards were granted under the Omnibus Stock Incentive Plan and the Outside Directors Nonqualified Stock Option Plan (together the “Plans”), each with an exercise price equal to the market price of our common stock on the date of grant. Prior to 2006, option grants under the Plans typically had a reload feature when shares were retired to pay the exercise price, allowing individuals to receive additional options upon exercise equal to the number of shares retired. Option awards granted after 2005 under the Omnibus Stock Incentive Plan and option awards granted after 2006 under the Outside Directors Nonqualified Stock Option Plan do not have a reload feature attached to the option. The options vest one-third each year over a three-year period and have a ten-year contractual term. Compensation expense equal to the grant date fair value is recognized for these awards typically over the vesting period. Reload options are vested and expensed immediately. Total

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Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
compensation expense for stock option awards was $2.4 million and $3.2 million for the three months ended September 29, 2007 and September 30, 2006, respectively and was $9.6 million and $10.9 million for the nine months ended September 29, 2007 and September 30, 2006, respectively.
We estimated the fair value of each stock option award on the date of grant using a Black-Scholes option pricing model, modified for dividends and using the following assumptions:
                 
    September 29   September 30
    2007   2006
 
Expected stock price volatility
    28.5 %     31.5 %
Expected life
  4.8 yrs.   4.5 yrs.
Risk-free interest rate
    4.46 %     4.86 %
Dividend yield
    1.66 %     1.89 %
The weighted-average fair value of options granted during the first nine months of 2007 and 2006 was $8.38 and $10.91 per share, respectively.
These estimates require us to make assumptions based on historical results, observance of trends in our stock price, changes in option exercise behavior, future expectations and other relevant factors. If other assumptions had been used, stock-based compensation expense, as calculated and recorded under SFAS No. 123R, could have been affected.
We based the expected life assumption on historical experience as well as the terms and vesting periods of the options granted. For purposes of determining expected volatility, we considered a rolling-average of historical volatility measured over a period approximately equal to the expected option term. The risk-free rate for periods that coincide with the expected life of the options is based on the United States (“U.S.”) Treasury Department yield curve in effect at the time of grant.
4. Earnings Per Common Share
Basic and diluted earnings per share were calculated using the following:
                                 
    Three months ended   Nine months ended
    September 29   September 30   September 29   September 30
In thousands, except per-share data   2007   2006   2007   2006
 
Earnings (loss) per common share — basic
                               
Continuing operations
  $ 58,044     $ 33,441     $ 162,175     $ 145,145  
Discontinued operations
          1,400       207       (51 )
 
Net income
  $ 58,044     $ 34,841     $ 162,382     $ 145,094  
 
 
                               
Continuing operations
  $ 0.59     $ 0.34     $ 1.64     $ 1.45  
Discontinued operations
          0.01              
 
Basic earnings per common share
  $ 0.59     $ 0.35     $ 1.64     $ 1.45  
 
 
                               
Earnings (loss) per common share — diluted
                               
Continuing operations
  $ 58,044     $ 33,441     $ 162,175     $ 145,145  
Discontinued operations
          1,400       207       (51 )
 
Net income
  $ 58,044     $ 34,841     $ 162,382     $ 145,094  
 
 
                               
Continuing operations
  $ 0.58     $ 0.33     $ 1.62     $ 1.42  
Discontinued operations
          0.01              
 
Diluted earnings per common share
  $ 0.58     $ 0.34     $ 1.62     $ 1.42  
 
 
                               
Weighted average common shares outstanding — basic
    98,747       99,419       98,859       100,133  
Dilutive impact of stock options and restricted stock
    1,618       1,643       1,480       1,865  
 
Weighted average common shares outstanding — diluted
    100,365       101,062       100,339       101,998  
 
 
                               
Stock options excluded from the calculation of diluted earnings per share because the exercise price was greater than the average market price of the common shares
    2,099       3,363       2,769       2,377  

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Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
5. Acquisitions
On May 7, 2007, we acquired as part of our Technical Products Group the assets of Calmark Corporation (“Calmark”), a privately held business, for $28.4 million, including a cash payment of $29.3 million and transaction costs of $0.1 million, less cash acquired of $1.0 million. Calmark’s results of operations have been included in our condensed consolidated financial statements since the date of acquisition. Calmark’s product portfolio includes enclosures, guides, card locks, retainers, extractors, card pullers and other products for the aerospace, medical, telecommunications and military market segments, among others. Goodwill recorded as part of the purchase price allocation was $11.6 million, all of which is tax deductible. We continue to evaluate the purchase price allocation for the Calmark acquisition, including intangible assets, contingent liabilities and property, plant and equipment. We expect to revise the purchase price allocation as better information becomes available.
On April 30, 2007, we acquired as part of our Water Group all of the capital interests in Porous Media Corporation and Porous Media, Ltd. (together, “Porous Media”), two privately held filtration and separation technologies businesses, for $224.9 million, including a cash payment of $225.0 million and transaction costs of $0.4 million, less cash acquired of $0.5 million. Porous Media’s results of operations have been included in our condensed consolidated financial statements since the date of acquisition. Porous Media’s product portfolio includes high-performance filter media, membranes and related filtration products and purification systems for liquids, gases and solids for the general industrial, petrochemical, refining and healthcare market segments, among others. Goodwill recorded as part of the purchase price allocation was $124.4 million, all of which is tax deductible. We continue to evaluate the purchase price allocation for the Porous Media acquisition, including intangible assets, contingent liabilities and property, plant and equipment. We expect to revise the purchase price allocation as better information becomes available.
On February 2, 2007, we acquired as part of our Water Group all the outstanding shares of capital stock of Jung Pumpen GmbH (“Jung Pump”) for $229.5 million, including a cash payment of $239.6 million and transaction costs of $1.3 million, less cash acquired of $11.4 million. The purchase price is subject to a post-closing net asset value adjustment. Jung Pump’s results of operations have been included in our condensed consolidated financial statements since the date of acquisition. Jung Pump is a leading German manufacturer of wastewater products for municipal and residential markets. Jung Pump brings us its strong application engineering expertise and a complementary product offering, including a new line of water re-use products, submersible wastewater and drainage pumps, wastewater disposal units and tanks. Jung Pump also brings to Pentair its well-established European presence, a state-of-the-art training facility in Germany and sales offices in Germany, Austria, France, Hungary, Poland and Slovakia. Goodwill recorded as part of the purchase price allocation was $131.3 million, of which approximately $53 million is tax deductible. We continue to evaluate the purchase price allocation for the Jung Pump acquisition, including intangible assets, contingent liabilities and property, plant and equipment. We expect to revise the purchase price allocation as better information becomes available.
On April 12, 2006, we acquired as part of our Water Group the assets of Geyer’s Manufacturing & Design Inc. and FTA Filtration, Inc. (together “Krystil Klear”), two privately-held companies, for $15.5 million in cash. Krystil Klear’s results of operations have been included in our condensed consolidated financial statements since the date of acquisition. Krystil Klear expands our industrial filtration product offering to include a full range of steel and stainless steel tanks which house filtration solutions. Goodwill recorded as part of the purchase price allocation was $9.5 million, all of which is tax deductible.
During 2006, we completed several other small acquisitions totaling $14.2 million in cash and notes payable, adding to both our Water and Technical Products Groups. Total goodwill recorded as part of the purchase price allocations was $8.3 million, of which $2.9 million is tax deductible. We continue to evaluate the purchase price allocations for these acquisitions and expect to revise the purchase price allocations as better information becomes available.
The following pro forma condensed financial results of operations are presented as if the acquisitions described above had been completed at the beginning of each period.
                                 
    Three months ended   Nine months ended
    September 29   September 30   September 29   September 30
In thousands, except per-share data   2007   2006   2007   2006
 
Pro forma net sales from continuing operations
  $ 837,834     $ 817,330     $ 2,598,377     $ 2,533,160  
Pro forma net income from continuing operations
    58,044       33,735       161,859       145,986  
 
                               
Pro forma earnings per common share — continuing operations
                               
Basic
  $ 0.59     $ 0.34     $ 1.64     $ 1.46  
Diluted
  $ 0.58     $ 0.33     $ 1.61     $ 1.43  
 
                               
Weighted average common shares outstanding
                               
Basic
    98,747       99,419       98,859       100,133  
Diluted
    100,365       101,062       100,339       101,998  

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Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments, such as increased interest expense on acquisition debt. They do not reflect the effect of costs or synergies that would have been expected to result from the integration of these acquisitions. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred at the beginning of each period presented, or of future results of the consolidated entities.
6. Discontinued Operations
Effective after the close of business on October 2, 2004, we completed the sale of our former Tools Group to The Black & Decker Corporation (“BDK”). In January 2006, pursuant to the purchase agreement for the sale of our former Tools Group, we completed the repurchase of a manufacturing facility in Suzhou, China from BDK for approximately $5.7 million. We recorded no gain or loss on the repurchase. In March 2006, we completed an outstanding net asset value arbitration with BDK relating to the purchase price for the sale of our former Tools Group. The decision by the arbitrator constituted a final resolution of all disputes between BDK and us regarding the net asset value. We paid the final net asset value purchase price adjustment pursuant to the purchase agreement of $16.1 million plus interest of $1.1 million in March 2006, resulting in an incremental pre-tax loss on disposal of discontinued operations of $3.4 million or $1.6 million net of tax. In the third quarter of 2006, we resolved a prior year tax item that resulted in a $1.4 million income tax benefit related to our former Tools Group.
In 2001, we completed the sale of our former Service Equipment businesses (Century Mfg. Co., Lincoln Automotive Company) to Clore Automotive, LLC. In the fourth quarter of 2003, we reported an additional loss from discontinued operations of $2.9 million related to exiting the remaining two facilities. In March 2006, we exited a leased facility from our former Service Equipment business resulting in a net cash outflow of $2.2 million and an immaterial gain from disposition.
Operating results of the discontinued operations for the third quarter and first nine months of 2007 and 2006 are summarized below:
                                 
    Three months ended   Nine months ended
    September 29   September 30   September 29   September 30
In thousands   2007   2006   2007   2006
 
Gain (loss) on disposal of discontinued operations
          $ 325     $ (3,937 )
Income tax (expense) benefit
          1,400       (118 )     3,886  
 
Gain (loss) on disposal of discontinued operations, net of tax
      $ 1,400     $ 207     $ (51 )
 
7. Inventories
Inventories were comprised of:
                         
    September 29   December 31   September 30
In thousands   2007   2006   2006
 
Raw materials and supplies
  $ 199,876     $ 186,508     $ 176,009  
Work-in-process
    53,196       55,141       54,849  
Finished goods
    161,230       157,208       166,779  
 
Total inventories
  $ 414,302     $ 398,857     $ 397,637  
 
8. Comprehensive Income
Comprehensive income and its components, net of tax, were as follows:
                                 
    Three months ended   Nine months ended
    September 29   September 30   September 29   September 30
In thousands   2007   2006   2007   2006
 
Net income
  $ 58,044     $ 34,841     $ 162,382     $ 145,094  
Changes in cumulative foreign currency translation adjustment
    27,952       5,515       54,899       14,006  
Changes in market value of derivative financial instruments classified as cash flow hedges
    (2,336 )     (2,010 )     (1,024 )     664  
 
Comprehensive income
  $ 83,660     $ 38,346     $ 216,257     $ 159,764  
 

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Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
9. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill are as follows:
                         
In thousands   Water   Technical Products   Consolidated
 
Balance at December 31, 2006
  $ 1,449,460     $ 269,311     $ 1,718,771  
Acquired
    246,829       10,678       257,507  
Purchase accounting adjustments
    1,702       865       2,567  
Foreign currency translation
    17,424       10,157       27,581  
 
Balance at September 29, 2007
  $ 1,715,415     $ 291,011     $ 2,006,426  
 
Changes in the carrying amount of goodwill for the nine months ended September 29, 2007 by segment were as follows: for our Water Group, the acquired goodwill relates to the Jung Pump and Porous Media acquisitions; and for our Technical Products Group, the acquired goodwill relates to the Calmark acquisition. The purchase accounting adjustments recorded during the first nine months of 2007 related to the Krystil Klear acquisition and other small acquisitions. We finalized our purchase price allocation for the Krystil Klear acquisition during the first quarter of 2007.
Intangible assets, other than goodwill, were comprised of:
                                                                         
    September 29, 2007   December 31, 2006   September 30, 2006
    Gross                   Gross                   Gross        
    carrying   Accum.           carrying   Accum.           carrying   Accum.    
In thousands   amount   amort   Net   amount   amort   Net   amount   amort   Net
 
Finite-life intangibles
                                                                       
Patents
  $ 15,453     $ (7,427 )   $ 8,026     $ 15,433     $ (6,001 )   $ 9,432     $ 18,672     $ (5,702 )   $ 12,970  
Non-compete agreements
    4,922       (3,736 )     1,186       4,343       (3,091 )     1,252       4,331       (2,792 )     1,539  
Proprietary technology
    59,863       (11,361 )     48,502       45,755       (8,240 )     37,515       51,570       (8,406 )     43,164  
Customer relationships
    236,340       (26,264 )     210,076       110,616       (15,924 )     94,692       87,914       (13,028 )     74,886  
 
Total finite-life intangibles
  $ 316,578     $ (48,788 )   $ 267,790     $ 176,147     $ (33,256 )   $ 142,891     $ 162,487     $ (29,928 )   $ 132,559  
                                                   
 
                                                                       
Indefinite-life intangibles
                                                                       
Brand names
  $ 225,092     $     $ 225,092     $ 144,120     $     $ 144,120     $ 128,702     $     $ 128,702  
 
                                                                       
Total intangibles, net
                  $ 492,882                     $ 287,011                     $ 261,261  
 
                                                                       
Intangible asset amortization expense was approximately $4.7 million and $3.4 for the three months ended September 29, 2007 and September 30, 2006, respectively and was approximately $15.5 million and $10.0 million for the nine months ended September 29, 2007 and September 30, 2006, respectively. The estimated future amortization expense for identifiable intangible assets during the remainder of 2007 and the next five years is as follows:
                                                 
In thousands   2007 Q4   2008   2009   2010   2011   2012
 
Estimated amortization expense
  $ 6,772     $ 23,030     $ 22,485     $ 21,822     $ 21,618     $ 20,669  

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Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
10. Debt
Debt and the average interest rate on debt outstanding are summarized as follows:
                                         
    Average                
    interest rate   Maturity   September 29   December 31   September 30
In thousands   September 29, 2007   (Year)   2007   2006   2006
 
Commercial paper, maturing within 56 days
    5.94 %           $ 179,772     $ 208,882     $ 208,904  
Revolving credit facilities
    5.58 %     2012       63,475       25,000       90,800  
Private placement — fixed rate
    5.65 %     2013 - 2017       400,000       135,000       135,000  
Private placement — floating rate
    5.99 %     2012 - 2013       205,000       100,000       100,000  
Senior notes
    7.85 %     2009       250,000       250,000       250,000  
Other
    3.97 %     2007 - 2016       11,885       21,972       6,776  
 
Total contractual debt obligations
                    1,110,132       740,854       791,480  
Interest rate swap monetization deferred income
                    2,790       3,207       3,498  
 
Total debt, including current portion per balance sheet
                    1,112,922       744,061       794,978  
Less: Current maturities
                    (5,099 )     (7,625 )     (6,912 )
Short-term borrowings
                    (4,800 )     (14,563 )      
 
Long-term debt
                  $ 1,103,023     $ 721,873     $ 788,066  
 
In June 2007, we entered into an amended and restated multi-currency revolving credit facility (the “Credit Facility”). The Credit Facility creates an unsecured, committed revolving credit facility of up to $800 million, with multi-currency sub-facilities to support investments outside the U.S. The Credit Agreement expires June 4, 2012. Borrowings under the Credit Facility will bear interest at the rate of LIBOR plus 0.50%. Interest rates and fees under the Credit Facility vary based on our credit ratings.
We are authorized to sell short-term commercial paper notes to the extent availability exists under the Credit Facility. We use the Credit Facility as back-up liquidity to support 100% of commercial paper outstanding. As of September 29, 2007, we had $179.8 million of commercial paper outstanding that matures within 56 days. All of the commercial paper was classified as long-term as we have the intent and the ability to refinance such obligations on a long-term basis under the Credit Facility.
In addition to the Credit Facility, we have $40 million of uncommitted credit facilities, under which we had $4.8 million outstanding as of September 29, 2007.
In May 2007, we entered into a Note Purchase Agreement with various institutional investors (the “Agreement”) for the sale of $300 million aggregate principal amount of our 5.87% Senior Notes (“Fixed Notes”) and $105 million aggregate principal amount of our Floating Rate Senior Notes (“Floating Notes” and with the Fixed Notes, the “Notes”). The Fixed Notes are due in May 2017. The Floating Notes are due in May 2012 and bear interest equal to the 3 month LIBOR plus 0.50%. The Agreement contains customary events of default.
We used $250 million of the proceeds from the sale of the Notes to retire the $250 million 364-day Term Loan Agreement that we entered into in April 2007, which we used in part to pay the cash purchase price of our Porous Media acquisition which closed in April 2007.
We were in compliance with all debt covenants as of September 29, 2007.
Debt outstanding at September 29, 2007 matures on a calendar year basis as follows:
                                                                 
In thousands   2007 Q4   2008   2009   2010   2011   2012   Thereafter   Total
 
Contractual debt obligation maturities
  $ 5,923     $ 2,828     $ 250,254     $ 185     $ 66     $ 350,846     $ 500,030     $ 1,110,132  
Other maturities
    303       1,213       922       48       48       47       209       2,790  
 
Total maturities
  $ 6,226     $ 4,041     $ 251,176     $ 233     $ 114     $ 350,893     $ 500,239     $ 1,112,922  
 
11. Derivatives and Financial Instruments
Cash-flow hedges
In September 2005, we entered into a $100 million interest rate swap agreement with several major financial institutions to exchange variable rate interest payment obligations for fixed rate obligations without the exchange of the underlying principle amounts in order to manage interest rate exposures. The effective date of the swap was April 25, 2006. The swap agreement has a fixed interest rate of 4.68% and expires in July 2013. The fixed interest rate of 4.68% plus the .60% interest rate spread over LIBOR results in an

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Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
effective fixed interest rate of 5.28%. The fair value of the swap was an asset of $0.8 million at September 29, 2007 and is recorded in Other assets.
In August 2007, we entered into a $105 million interest rate swap agreement with a major financial institution to exchange variable rate interest payment obligations for a fixed rate obligation without the exchange of the underlying principle amounts in order to manage interest rate exposures. The effective date of the swap was August 30, 2007. The swap agreement has a fixed interest rate of 4.89% and expires in May 2012. The fixed interest rate of 4.89% plus the .50% interest rate spread over LIBOR results in an effective fixed interest rate of 5.39%. The fair value of the swap was a liability of $0.6 million at September 29, 2007 and is recorded in Other non-current liabilities.
The variable to fixed interest rate swaps are designated as and are effective as cash-flow hedges. The fair value of these swaps are recorded on the Condensed Consolidated Balance Sheets, with changes in their fair value included in Accumulated other comprehensive income (“OCI”). Derivative gains and losses included in OCI are reclassified into earnings at the time the related interest expense is recognized or the settlement of the related commitment occurs.
In anticipation of issuing new debt in the second quarter of 2007 and to partially hedge the risk of future increases to the treasury rate, we entered into an agreement on March 30, 2007 to lock in existing ten-year rates on $200 million. The treasury rate was fixed at 4.64% and the agreement was settled on May 3, 2007.
The treasury rate lock agreement was designated as and was effective as a cash-flow hedge. The treasury rate lock agreement was settled at an interest rate of 4.67% and the corresponding settlement benefit of $0.5 million is included in OCI in our Condensed Consolidated Balance Sheet and is recognized in earnings over the life of the related debt.
12. Income Taxes
The provision for income taxes consists of provisions for federal, state and foreign income taxes. We operate in an international environment with operations in various locations outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.
The effective income tax rate for the nine months ended September 29, 2007 was 30.4% compared to 30.3% for the nine months ended September 30, 2006. The tax rate for the first nine months of 2007 includes a $12.5 million favorable adjustment related to the measurement of deferred tax assets and liabilities to account for changes in German tax law enacted on August 17, 2007. The tax rate for the first nine months of 2006 included favorable adjustments related to the resolution of Internal Revenue Service (“IRS”) examinations for the periods of 2002-2003 and favorable adjustments related to prior years’ tax returns. We expect the full year effective income tax rate to be between 31.5% and 32.0% However, we continue to actively pursue initiatives to reduce our effective tax rate. The tax rate in any quarter can be affected positively or negatively by adjustments that are required to be reported in the specific quarter of resolution.
We adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, we recorded an adjustment that decreased retained earnings by $2.9 million.
Subsequent to the adjustment to retained earnings of $2.9 million, our total liability for unrecognized tax benefits as of January 1, 2007, the date of adoption of FIN 48, was $15.0 million, which, if recognized, would affect our effective tax rate. Included in the total liability for unrecognized tax benefits of $15.0 million at the date of adoption of FIN 48 was $1.8 million related to discontinued operations, which, if recognized, would affect the effective tax rate for discontinued operations.
We record penalties and interest related to unrecognized tax benefits in Provision for income taxes and Net interest expense, respectively, which is consistent with our past practices. As of January 1, 2007, we had recorded approximately $0.3 million for the possible payment of penalties and $1.5 million related to the possible payment of interest.
We or one of our subsidiaries files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or foreign income tax examinations by tax authorities for years prior to 2002. The IRS has audited us through 2003 and has completed a tax return survey of our 2004 federal income tax return.
During the first nine months of 2007, our total liability for unrecognized tax benefits increased to approximately $18.0 million. It is reasonably possible that the gross liability for unrecognized tax benefits will decrease by $1.7 million during the next twelve months as a result of audits and the expiration of statutes of limitations in various jurisdictions.
The provision for income taxes consists of provisions for federal, state and foreign income taxes. We operate in an international environment with operations in various locations outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.

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Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
13. Benefit Plans
Components of net periodic benefit cost for the three and nine months ended September 29, 2007 and September 30, 2006 were as follows:
                                 
    Three months ended
    Pension benefits   Post-retirement
    September 29   September 30   September 29   September 30
In thousands   2007   2006   2007   2006
 
Service cost
  $ 4,331     $ 4,512     $ 146     $ 184  
Interest cost
    7,891       7,343       746       799  
Expected return on plan assets
    (7,133 )     (6,974 )            
Amortization of transition obligation
    36       31              
Amortization of prior year service cost (benefit)
    40       77       (62 )     (59 )
Recognized net actuarial loss (gains)
    799       1,009       (355 )     (212 )
 
Net periodic benefit cost
  $ 5,964     $ 5,998     $ 475     $ 712  
 
                                 
    Nine months ended
    Pension benefits   Post-retirement
    September 29   September 30   September 29   September 30
In thousands   2007   2006   2007   2006
 
Service cost
  $ 12,993     $ 13,536     $ 438     $ 552  
Interest cost
    23,673       22,029       2,238       2,397  
Expected return on plan assets
    (21,399 )     (20,922 )            
Amortization of transition obligation
    108       93              
Amortization of prior year service cost (benefit)
    120       231       (186 )     (177 )
Recognized net actuarial loss (gains)
    2,395       3,027       (1,065 )     (636 )
 
Net periodic benefit cost
  $ 17,890     $ 17,994     $ 1,425     $ 2,136  
 
14. Business Segments
Financial information by reportable segment for the three and nine months ended September 29, 2007 and September 30, 2006 is shown below:
                                 
    Three months ended   Nine months ended
    September 29   September 30   September 29   September 30
In thousands   2007   2006   2007   2006
 
Net sales to external customers
                               
Water
  $ 562,133     $ 531,703     $ 1,783,040     $ 1,654,388  
Technical Products
    275,701       246,317       785,434       757,043  
 
Consolidated
  $ 837,834     $ 778,020     $ 2,568,474     $ 2,411,431  
 
Intersegment sales
                               
Water
  $ 207     $ 140     $ 467     $ 245  
Technical Products
    1,526       1,133       4,111       3,334  
Other
    (1,733 )     (1,273 )     (4,578 )     (3,579 )
 
Consolidated
  $     $     $     $  
 
Operating income (loss)
                               
Water
  $ 53,685     $ 36,226     $ 205,542     $ 176,004  
Technical Products
    46,237       37,050       114,008       114,432  
Other
    (8,946 )     (12,983 )     (33,576 )     (43,612 )
 
Consolidated
  $ 90,976     $ 60,293     $ 285,974     $ 246,824  
 
Other operating loss is primarily composed of unallocated corporate expenses, costs related to our captive insurance subsidiary and our intermediate finance companies and intercompany eliminations.

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Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
15. Warranty
The changes in the carrying amount of service and product warranties for the nine months ended September 29, 2007 and September 30, 2006 were as follows:
                 
    September 29   September 30
In thousands   2007   2006
 
Balance at beginning of the year
  $ 34,093     $ 33,551  
Service and product warranty provision
    51,660       38,826  
Payments
    (49,577 )     (38,821 )
Acquired
    1,116       260  
Translation
    427       200  
 
Balance at end of the period
  $ 37,719     $ 34,016  
 
16. Commitments and Contingencies
Environmental and Litigation
Except as provided below, there have been no further material developments from the disclosures contained in our 2006 Annual Report on Form 10-K.
Horizon Litigation
Twenty-eight separate lawsuits involving 29 primary plaintiffs, a class action and claims for indemnity by Celebrity Cruise Lines, Inc. (“Celebrity”) were brought against Essef Corporation (“Essef”) and certain of its subsidiaries prior to our acquisition of Essef in August 1999. The claims against Essef and its involved subsidiaries were based upon the allegation that Essef designed, manufactured and marketed two sand swimming pool filters that were installed as a part of the spa system on the Horizon cruise ship and allegations that the spa and filters contained Legionnaire’s disease bacteria that infected certain passengers on cruises from April 1994 through July 1994.
The individual and class claims by passengers were tried and resulted in an adverse jury verdict finding liability on the part of the Essef defendants (70%) and Celebrity and its sister company, Fantasia (together 30%). After expiration of post-trial appeals, we paid all outstanding punitive damage awards of $7.0 million in the Horizon cases, plus interest of approximately $1.6 million, in January 2004. All of the personal injury cases have now been resolved through either settlement or judgment.
The only remaining unresolved claims in this case were those brought by Celebrity for damages resulting from the outbreak. Celebrity filed an amended complaint seeking attorney fees and costs for prior litigation as well as out-of-pocket losses, lost profits and loss of business enterprise value. The first trial in 2006 resulted in a verdict against the Essef defendants for Celebrity’s out-of-pocket expenses of $10.4 million. Verdicts for lost profits ($47.6 million) and lost enterprise value ($135 million) were reversed in January 2007. In the retrial in June 2007, the jury awarded Celebrity damages for lost profits for 1994 and 1995 of $15.2 million (after netting for amounts taken into account by the earlier verdict for out-of-pocket expenses). The verdict was exclusive of pre-judgment interest and attorneys’ fees.
Several issues remain to be decided by the Court, including whether Celebrity is entitled to recovery of its attorneys’ fees and related costs in the passenger claims phase of the case ($4.1 million) and, with respect to pre-judgment interest, the length of the interest period and the rate of interest on any eventual judgment. The Court has also been asked to rule that Celebrity’s claims should be reduced to reflect an earlier verdict that it was contributorily negligent.
We believe that the jury verdict is in significant respects inconsistent with the law and the evidence offered at trial. We have filed post-trial motions challenging this verdict regarding the amount of lost profits. These post-trial motions will be heard in the fourth quarter of 2007. We have not determined what course of action we would follow in the event of an adverse decision.
We have assessed the impact of the latest verdict on our previously established reserves for this matter and, based on information available at this time, have not changed our reserves, except to take into account quarterly interest accruals.
We believe that any judgment we pay in this matter would be tax-deductible in the year paid or in subsequent years. In addition to the impact of any loss on this matter on our earnings per share when recognized, we may need to borrow funds from our banks or other sources to pay any judgment finally determined after exhaustion of all appeals, plus interest.

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Notes to condensed consolidated financial statements (unaudited
)
17. Financial Statements of Subsidiary Guarantors
The $250 million Senior Notes due 2009 are jointly and severally guaranteed by domestic subsidiaries (the “Guarantor Subsidiaries”), each of which is directly or indirectly wholly-owned by Pentair (the “Parent Company”). The following supplemental financial information sets forth the condensed consolidated balance sheets as of September 29, 2007, December 31, 2006 and September 30, 2006, the related condensed consolidated statements of income for the three and nine months ended September 29, 2007 and September 30, 2006 and statements of cash flows for the nine months ended September 29, 2007 and September 30, 2006, for the Parent Company, the Guarantor Subsidiaries, the non-guarantor subsidiaries and total consolidated Pentair and subsidiaries.
Pentair, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income
For the three months ended September 29, 2007
                                         
    Parent   Guarantor   Non-Guarantor        
In thousands   Company   Subsidiaries   Subsidiaries   Eliminations   Consolidated
 
Net sales
  $     $ 654,946     $ 234,773     $ (51,885 )   $ 837,834  
Cost of goods sold
          474,904       168,535       (51,772 )     591,667  
 
Gross profit
          180,042       66,238       (113 )     246,167  
Selling, general and administrative
    286       97,164       43,408       (113 )     140,745  
Research and development
          10,858       3,588             14,446  
 
Operating (loss) income
    (286 )     72,020       19,242             90,976  
Earnings from investment in subsidiaries
    37,935                   (37,935 )      
Net interest (income) expense
    (31,874 )     51,599       (889 )           18,836  
 
Income (loss) from continuing operations before income taxes
    69,523       20,421       20,131       (37,935 )     72,140  
Provision for income taxes
    11,479       8,214       (5,597 )           14,096  
 
Income (loss) from continuing operations
    58,044       12,207       25,728       (37,935 )     58,044  
Gain on disposal of discontinued operations, net of tax
                             
 
Net (loss) income
  $ 58,044     $ 12,207     $ 25,728     $ (37,935 )   $ 58,044  
 
Pentair, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income
For the nine months ended September 29, 2007
                                         
    Parent   Guarantor   Non-Guarantor        
In thousands   Company   Subsidiaries   Subsidiaries   Eliminations   Consolidated
 
Net sales
  $     $ 2,039,894     $ 677,192     $ (148,612 )   $ 2,568,474  
Cost of goods sold
          1,458,388       491,066       (147,995 )     1,801,459  
 
Gross profit
          581,506       186,126       (617 )     767,015  
Selling, general and administrative
    8,186       317,941       111,327       (617 )     436,837  
Research and development
          33,492       10,712             44,204  
 
Operating (loss) income
    (8,186 )     230,073       64,087             285,974  
Earnings from investments in subsidiaries
    131,230                   (131,230 )      
Net interest (income) expense
    (56,289 )     110,936       (1,806 )           52,841  
 
Income from continuing operations before income taxes
    179,333       119,137       65,893       (131,230 )     233,133  
Provision for income taxes
    17,158       44,028       9,772             70,958  
 
Income from continuing operations
    162,175       75,109       56,121       (131,230 )     162,175  
Gain on disposal of discontinued operations, net of tax
    207                         207  
 
Net income
  $ 162,382     $ 75,109     $ 56,121     $ (131,230 )   $ 162,382  
 

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Table of Contents

Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited
)
Pentair, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
September 29, 2007
                                         
    Parent   Guarantor   Non-Guarantor        
In thousands   Company   Subsidiaries   Subsidiaries   Eliminations   Consolidated
 
Assets
                                       
Current assets
                                       
Cash and cash equivalents
  $ 5,088     $ 7,068     $ 44,399     $     $ 56,555  
Accounts and notes receivable, net
    279       340,684       191,604       (52,652 )     479,915  
Inventories
          288,380       125,922             414,302  
Deferred tax assets
    98,206       34,212       6,134       (85,495 )     53,057  
Prepaid expenses and other current assets
    7,198       10,420       48,225       (17,331 )     48,512  
 
Total current assets
    110,771       680,764       416,284       (155,478 )     1,052,341  
 
                                       
Property, plant and equipment, net
    5,332       218,072       134,734             358,138  
 
                                       
Other assets
                                       
Investments in subsidiaries
    2,431,242       93,623       540,441       (3,065,306 )      
Goodwill
          1,601,663       404,763             2,006,426  
Intangibles, net
          337,074       155,808             492,882  
Other
    72,868       16,157       13,439       (25,380 )     77,084  
 
Total other assets
    2,504,110       2,048,517       1,114,451       (3,090,686 )     2,576,392  
 
Total assets
  $ 2,620,213     $ 2,947,353     $ 1,665,469     $ (3,246,164 )   $ 3,986,871  
 
 
                                       
Liabilities and Shareholders’ Equity
                                       
Current liabilities
                                       
Short-term borrowings
  $     $     $ 4,800     $     $ 4,800  
Current maturities of long-term debt
    8,320       263       314,090       (317,574 )     5,099  
Accounts payable
    195       159,053       102,051       (52,794 )     208,505  
Employee compensation and benefits
    13,379       56,425       38,024             107,828  
Current pension and retirement medical benefits
    7,918                         7,918  
Accrued product claims and warranties
          32,739       14,980             47,719  
Income taxes
    (2,957 )     1,814       11,582             10,439  
Accrued rebates and sales incentives
          29,992       7,123             37,115  
Other current liabilities
    27,528       52,650       48,952       (16,457 )     112,673  
 
Total current liabilities
    54,383       332,936       541,602       (386,825 )     542,096  
 
                                       
Other liabilities
                                       
Long-term debt
    1,071,549       1,973,008       46,124       (1,987,658 )     1,103,023  
Pension and other retirement compensation
    125,909       28,848       67,341             222,098  
Post-retirement medical and other benefits
    22,268       49,611             (25,380 )     46,499  
Long-term income taxes payable
    18,214                         18,214  
Deferred tax liabilities
    3,232       161,360       57,789       (85,495 )     136,886  
Due to / (from) affiliates
    (535,402 )     267,685       666,967       (399,250 )      
Other non-current liabilities
    31,903       7,362       50,633             89,898  
 
Total liabilities
    792,056       2,820,810       1,430,456       (2,884,608 )     2,158,714  
 
                                       
Shareholders’ equity
    1,828,157       126,543       235,013       (361,556 )     1,828,157  
 
Total liabilities and shareholders’ equity
  $ 2,620,213     $ 2,947,353     $ 1,665,469     $ (3,246,164 )   $ 3,986,871  
 

16


Table of Contents

Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited
)
Pentair, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
For the nine months ended September 29, 2007
                                         
    Parent   Guarantor   Non-Guarantor        
In thousands   Company   Subsidiaries   Subsidiaries   Eliminations   Consolidated
 
Operating activities
                                       
Net Income
  $ 162,382     $ 75,109     $ 56,121     $ (131,230 )   $ 162,382  
Adjustments to reconcile net income to net cash provided by operating activities:
                                       
Gain on disposal of discontinued operations
    (207 )                       (207 )
Depreciation
    900       30,439       14,447             45,786  
Amortization
    3,250       11,804       3,611             18,665  
Earnings form investments in subsidiaries
    (131,230 )                 131,230        
Deferred income taxes
    (1,007 )           (17,876 )           (18,883 )
Stock compensation
    17,071                         17,071  
Excess tax benefit from stock-based compensation
    (2,706 )                       (2,706 )
Gain on sale of assets
    (2,195 )                       (2,195 )
Intercompany dividends
    (23 )     13,714       (13,691 )            
Changes in assets and liabilities, net of effects of business acquisitions and dispositions
                                       
Accounts and notes receivable
    6,468       (13,573 )     (28,858 )     8,336       (27,627 )
Inventories
          5,342       5,278             10,620  
Prepaid expenses and other current assets
    7,022       13,508       (29,262 )     59       (8,673 )
Accounts payable
    (4,419 )     167       12,749       (8,329 )     168  
Employee compensation and benefits
    (4,670 )     6,754       751             2,835  
Accrued product claims and warranties
          3,783       (584 )           3,199  
Income taxes
    (5,126 )     128       185             (4,813 )
Other current liabilities
    9,957       (8,190 )     14,929       (62 )     16,634  
Pension and post-retirement benefits
    3,354       910       3,660             7,924  
Other assets and liabilities
    2,740       2,521       3,892             9,153  
 
Net cash provided by continuing operations
    61,561       142,416       25,352       4       229,333  
Net cash (used for) provided by operating activities of discontinued operations
    (207 )           207              
 
Net cash provided by operating activities
    61,354       142,416       25,559       4       229,333  
 
                                       
Investing activities
                                       
Capital expenditures
    (1,480 )     (23,317 )     (20,366 )           (45,163 )
Proceeds from sale of property and equipment
          951       4,185             5,136  
Acquisitions, net of cash acquired
    (485,913 )           (351 )           (486,264 )
Investment in subsidiaries
    96,870       (118,375 )     21,509       (4 )      
Other
    (606 )     (3,438 )                 (4,044 )
 
Net cash (used for) provided by investing activities
    (391,129 )     (144,179 )     4,977       (4 )     (530,335 )
 
                                       
Financing activities
                                       
Net short-term borrowings (repayments)
                (10,378 )           (10,378 )
Proceeds from long-term debt
    1,147,132                         1,147,132  
Repayment of long-term debt
    (770,822 )                       (770,822 )
Debt issuance costs
    (1,876 )                       (1,876 )
Excess tax benefits from stock-based compensation
    2,706                         2,706  
Proceeds from exercise of stock options
    5,512                         5,512  
Repurchases of common stock
    (27,119 )                       (27,119 )
Dividends paid
    (44,986 )                       (44,986 )
 
Net cash provided by (used for) financing activities
    310,547             (10,378 )           300,169  
 
                                       
Effect of exchange rate changes on cash
    15,506       2,281       (15,219 )           2,568  
 
Change in cash and cash equivalents
    (3,722 )     518       4,939             1,735  
Cash and cash equivalents, beginning of period
    8,810       6,550       39,460             54,820  
 
Cash and cash equivalents, end of period
  $ 5,088     $ 7,068     $ 44,399     $     $ 56,555  
 

17


Table of Contents

Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited
)
Pentair, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income
For the three months ended September 30, 2006
                                         
    Parent   Guarantor   Non-Guarantor        
In thousands   Company   Subsidiaries   Subsidiaries   Eliminations   Consolidated
 
Net sales
  $     $ 629,619     $ 192,384     $ (43,983 )   $ 778,020  
Cost of goods sold
    228       459,902       148,820       (43,417 )     565,533  
 
Gross profit
    (228 )     169,717       43,564       (566 )     212,487  
Selling, general and administrative
    4,232       100,341       33,916       (566 )     137,923  
Research and development
          11,260       3,011             14,271  
 
Operating (loss) income
    (4,460 )     58,116       6,637             60,293  
Gain on sale of investment
    167                         167  
Earnings from investments in subsidiaries
    25,708                   (25,708 )      
Net interest (income) expense
    (16,232 )     30,149       (893 )           13,024  
 
Income from continuing operations before income taxes
    37,647       27,967       7,530       (25,708 )     47,436  
Provision for income taxes
    4,206       7,006       2,783             13,995  
 
Income from continuing operations
    33,441       20,961       4,747       (25,708 )     33,441  
Gain on disposal of discontinued operations, net of tax
    1,400                         1,400  
 
Net income
  $ 34,841     $ 20,961     $ 4,747     $ (25,708 )   $ 34,841  
 
Pentair, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income
For the nine months ended September 30, 2006
                                         
    Parent   Guarantor   Non-Guarantor        
In thousands   Company   Subsidiaries   Subsidiaries   Eliminations   Consolidated
 
Net sales
  $     $ 1,984,769     $ 553,339     $ (126,677 )   $ 2,411,431  
Cost of goods sold
    575       1,428,161       411,492       (126,481 )     1,713,747  
 
Gross profit
    (575 )     556,608       141,847       (196 )     697,684  
Selling, general and administrative
    19,717       291,964       95,358       (196 )     406,843  
Research and development
          34,593       9,424             44,017  
 
Operating (loss) income
    (20,292 )     230,051       37,065             246,824  
Gain on sale of investment
    167                         167  
Earnings form investments in subsidiaries
    126,923                   (126,923 )      
Net interest (income) expense
    (48,133 )     89,735       (2,741 )           38,861  
 
Income from continuing operations before income taxes
    154,931       140,316       39,806       (126,923 )     208,130  
Provision for income taxes
    9,786       39,077       14,122             62,985  
 
Income from continuing operations
    145,145       101,239       25,684       (126,923 )     145,145  
Loss on disposal of discontinued operations, net of tax
    (51 )                       (51 )
 
Net income
  $ 145,094     $ 101,239     $ 25,684     $ (126,923 )   $ 145,094  
 

18


Table of Contents

Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
Pentair, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
September 30, 2006
                                         
    Parent   Guarantor   Non-Guarantor        
In thousands   Company   Subsidiaries   Subsidiaries   Eliminations   Consolidated
 
Assets
                                       
Current assets
                                       
Cash and cash equivalents
  $ 5,494     $ 25,502     $ 14,157     $     $ 45,153  
Accounts and notes receivable, net
    304       355,279       148,380       (49,708 )     454,255  
Inventories
          290,044       107,593             397,637  
Deferred tax assets
    57,655       34,039       5,616       (51,270 )     46,040  
Prepaid expenses and other current assets
    3,607       10,654       18,668       (4,193 )     28,736  
 
Total current assets
    67,060       715,518       294,414       (105,171 )     971,821  
 
                                       
Property, plant and equipment, net
    4,856       210,406       97,033             312,295  
 
                                       
Other assets
                                       
Investments in subsidiaries
    1,982,125       44,935       100,370       (2,127,430 )      
Goodwill
          1,493,514       238,896             1,732,410  
Intangibles, net
          237,913       23,348             261,261  
Other
    51,704       19,891       5,791             77,386  
 
Total other assets
    2,033,829       1,796,253       368,405       (2,127,430 )     2,071,057  
 
Total assets
  $ 2,105,745     $ 2,722,177     $ 759,852     $ (2,232,601 )   $ 3,355,173  
 
 
                                       
Liabilities and Shareholders’ Equity
                                       
Current liabilities
                                       
Current maturities of long-term debt
  $ 1,167     $ 226     $ 30,723     $ (25,204 )   $ 6,912  
Accounts payable
    93       149,762       90,328       (48,977 )     191,206  
Employee compensation and benefits
    12,601       51,780       29,050             93,431  
Accrued product claims and warranties
          28,460       15,556             44,016  
Income taxes
    (13,701 )     4,505       9,196              
Accrued rebates and sales incentives
          38,777       3,205             41,982  
Other current liabilities
    19,080       52,315       27,919       (4,192 )     95,122  
 
Total current liabilities
    19,240       325,825       205,977       (78,373 )     472,669  
 
                                       
Other liabilities
                                       
Long-term debt
    787,037       1,787,021       11,518       (1,797,510 )     788,066  
Pension and other retirement compensation
    85,221       30,290       55,552             171,063  
Post-retirement medical and other benefits
    23,364       50,034                   73,398  
Deferred tax liabilities
    (14,569 )     162,506       27,726       (51,270 )     124,393  
Due to / (from) affiliates
    (466,483 )     81,683       233,403       151,397        
Other non-current liabilities
    31,134       6,981       46,668             84,783  
 
Total liabilities
    464,944       2,444,340       580,844       (1,775,756 )     1,714,372  
 
                                       
Shareholders’ equity
    1,640,801       277,837       179,008       (456,845 )     1,640,801  
 
Total liabilities and shareholders’ equity
  $ 2,105,745     $ 2,722,177     $ 759,852     $ (2,232,601 )   $ 3,355,173  
 

19


Table of Contents

Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
Pentair, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2006
                                         
    Parent   Guarantor   Non-Guarantor        
In thousands   Company   Subsidiaries   Subsidiaries   Eliminations   Consolidated
 
Operating activities
                                       
Net income
  $ 145,094     $ 101,239     $ 25,684     $ (126,923 )   $ 145,094  
Adjustments to reconcile net income to net cash provided by operating activities:
                                       
Loss on disposal of discontinued operations
    51                         51  
Depreciation
    1,200       33,572       9,990             44,762  
Amortization
    3,949       9,255       751             13,955  
Earnings from investments in subsidiaries
    (126,923 )                 126,923        
Deferred income taxes
    1,973       (5,039 )     2,977             (89 )
Stock compensation
    8,487       8,126       1,445             18,058  
Excess tax benefit from stock-based compensation
    (1,258 )     (1,205 )     (214 )           (2,677 )
Gain on sale of investment
    (167 )                       (167 )
Changes in assets and liabilities, net of effects of business acquisitions and dispositions
                                       
Accounts and notes receivable
    (1,606 )     (15,423 )     (21,859 )     15,678       (23,210 )
Inventories
          (21,668 )     (21,692 )           (43,360 )
Prepaid expenses and other current assets
  14,507     (1,808 )     (15,501 )     (869 )     (3,671 )
Accounts payable
    691       (19,334 )     12,181       (15,674 )     (22,136 )
Employee compensation and benefits
    (4,408 )     (5,659 )     2,914             (7,153 )
Accrued product claims and warranties
          78       469             547  
Income taxes
    (2,571 )     (7,754 )     (4,475 )           (14,800 )
Other current liabilities
    (10,753 )     (6,655 )     14,280       865       (2,263 )
Pension and post-retirement benefits
    8,579       2,453       3,333             14,365  
Other assets and liabilities
    (3,495 )     (1,770 )     13,811             8,546  
 
Net cash provided by continuing operations
    33,350       68,408       24,094             125,852  
Net cash provided by (used for) operating activities of discontinued operations
    52             (4 )           48  
 
Net cash provided by operating activities
  33,402       68,408       24,090             125,900  
 
                                       
Investing activities
                                       
Capital expenditures
    (376 )     (16,622 )     (16,313 )           (33,311 )
Proceeds from sale of property and equipment
          333       164             497  
Acquisitions, net of cash acquired
    (22,661 )     (218 )                 (22,879 )
Investment in subsidiaries
    60,653       (38,376 )     (22,277 )            
Divestitures
    (18,246 )           (5,761 )           (24,007 )
Proceeds from sale of investment
    167                         167  
Other
    (2,733 )     (4,090 )                 (6,823 )
 
Net cash provided by (used for) investing activities
    16,804       (58,973 )     (44,187 )           (86,356 )
 
                                       
Financing activities
                                       
Proceeds from long-term debt
    568,996                         568,996  
Repayment of long-term debt
    (526,599 )                       (526,599 )
Excess tax benefits from stock-based compensation
    1,258       1,205       214             2,677  
Proceeds from exercise of stock options
    3,126                         3,126  
Repurchases of common stock
    (50,000 )                       (50,000 )
Dividends paid
    (42,616 )                       (42,616 )
 
Net cash (used for) provided by financing activities
    (45,835 )     1,205       214             (44,416 )
 
                                       
Effect of exchange rate changes on cash
    (1,881 )     10,500       (7,094 )           1,525  
 
Change in cash and cash equivalents
    2,490       21,140       (26,977 )           (3,347 )
Cash and cash equivalents, beginning of period
    3,004       4,362       41,134             48,500  
 
Cash and cash equivalents, end of period
  $ 5,494     $ 25,502     $ 14,157     $     $ 45,153  
 

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Pentair, Inc. and subsidiaries
Notes to condensed consolidated financial statements (unaudited)
Pentair, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
December 31, 2006
                                         
    Parent   Guarantor   Non-Guarantor        
In thousands   Company   Subsidiaries   Subsidiaries   Eliminations   Consolidated
 
Assets
                                       
Current assets
                                       
Cash and cash equivalents
  $ 8,810     $ 6,550     $ 39,460     $     $ 54,820  
Accounts and notes receivable, net
    190       316,157       150,103       (44,316 )     422,134  
Inventories
          283,687       115,170             398,857  
Deferred tax assets
    96,566       66,255       5,359       (117,602 )     50,578  
Prepaid expenses and other current assets
    16,766       20,555       16,496       (22,578 )     31,239  
 
Total current assets
    122,332       693,204       326,588       (184,496 )     957,628  
 
                                       
Property, plant and equipment, net
    4,753       214,709       110,910             330,372  
 
                                       
Other assets
                                       
Investments in subsidiaries
    1,978,466       61,351       134,204       (2,174,021 )      
Goodwill
          1,466,536       252,235             1,718,771  
Intangibles, net
          261,050       25,961             287,011  
Other
    76,076       15,078       5,423       (25,380 )     71,197  
 
Total other assets
    2,054,542       1,804,015       417,823       (2,199,401 )     2,076,979  
 
Total assets
  $ 2,181,627     $ 2,711,928     $ 855,321     $ (2,383,897 )   $ 3,364,979  
 
 
                                       
Liabilities and Shareholders’ Equity
                                       
Current liabilities
                                       
Short-term borrowings
  $     $     $ 14,563     $     $ 14,563  
Current maturities of long-term debt
    1,167       258       34,649       (28,449 )     7,625  
Accounts payable
    3,053       158,294       94,709       (49,770 )     206,286  
Employee compensation and benefits
    12,388       48,447       28,047             88,882  
Current pension and post-retirement benefits
    7,918                         7,918  
Accrued product claims and warranties
          28,955       15,138             44,093  
Income taxes
    48,462       1,685       4,389       (32,043 )     22,493  
Accrued rebates and sales incentives
          35,185       4,234             39,419  
Other current liabilities
    16,408       51,858       38,132       (16,395 )     90,003  
 
Total current liabilities
    89,396       324,682       233,861       (126,657 )     521,282  
 
                                       
Other liabilities
                                       
Long-term debt
    695,924       1,786,914       40,987       (1,801,952 )     721,873  
Pension and other retirement compensation
    121,680       27,470       58,526             207,676  
Post-retirement medical and other benefits
    23,143       50,079             (25,380 )     47,842  
Deferred tax liabilities
    3,200       161,360       30,780       (85,559 )     109,781  
Due to / (from) affiliates
    (453,623 )     65,884       270,531       117,208        
Other non-current liabilities
    31,908       7,322       47,296             86,526  
 
Total liabilities
    511,628       2,423,711       681,981       (1,922,340 )     1,694,980  
 
                                       
Shareholders’ equity
    1,669,999       288,217       173,340       (461,557 )     1,669,999  
 
Total liabilities and shareholders’ equity
  $ 2,181,627     $ 2,711,928     $ 855,321     $ (2,383,897 )   $ 3,364,979  
 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” or “continue,” or the negative thereof or similar words. From time to time, we also may provide oral or written forward-looking statements in other materials we release to the public. Any or all of our forward-looking statements in this report and in any public statements we make could be materially different from actual results. They can be affected by assumptions we might make or by known or unknown risks or uncertainties. Consequently, we cannot guarantee any forward-looking statements. Investors are cautioned not to place undue reliance on any forward-looking statements. Investors should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties.
The following factors and those discussed in ITEM 1A, Risk Factors, included in our 2006 Annual Report on Form 10-K may impact the achievement of forward-looking statements:
  changes in general economic and industry conditions, such as:
    the strength of product demand and the markets we serve;
 
    the intensity of competition, including that from foreign competitors;
 
    pricing pressures;
 
    market acceptance of new product introductions and enhancements;
 
    the introduction of new products and enhancements by competitors;
 
    our ability to maintain and expand relationships with large customers;
 
    our ability to source raw material commodities from our suppliers without interruption and at reasonable prices;
 
    our ability to source components from third parties, in particular from foreign manufacturers, without interruption and at reasonable prices; and
 
    the financial condition of our customers;
  our ability to successfully limit any judgment arising out of the Horizon litigation;
  our ability to identify, complete and integrate acquisitions successfully and to realize expected synergies on our anticipated timetable;
  changes in our business strategies, including acquisition, divestiture and restructuring activities;
  domestic and foreign governmental and regulatory policies;
  general economic and political conditions, such as political instability, the rate of economic growth in our principal geographic or product markets or fluctuations in exchange rates;
  changes in operating factors, such as continued improvement in manufacturing activities and the achievement of related efficiencies, cost reductions and inventory risks due to shifts in market demand and costs associated with moving production overseas;
  our ability to generate savings from our excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices;
  unanticipated developments that could occur with respect to contingencies such as litigation, intellectual property matters, product liability exposures and environmental matters;
  our ability to accurately evaluate the effects of contingent liabilities such as tax, product liability, environmental and other claims; and
  our ability to access capital markets and obtain anticipated financing under favorable terms.
The foregoing factors are not exhaustive and new factors may emerge or changes to the foregoing factors may occur that would impact our business. We assume no obligation and disclaim any duty, to update the forward-looking statements in this report.
Overview
We are a focused diversified industrial manufacturing company comprised of two operating segments: Water and Technical Products. Our Water Group is a global leader in providing innovative products and systems used worldwide in the movement, storage, treatment and enjoyment of water. Our Technical Products Group is a leader in the global enclosures and thermal management markets, designing and manufacturing standard, modified and custom enclosures that house and protect sensitive electronics and electrical components; thermal management products; and accessories. In 2007, we expect our Water Group and Technical Products Group to generate approximately 70% and 30% of total revenues, respectively.
Our Water Group has progressively become a more important part of our business portfolio with sales increasing from approximately $125 million in 1995 to approximately $2.2 billion in 2006. We believe the water industry is structurally attractive as a result of a growing demand for clean water and the large global market size (of which we have identified a target market totaling $60 billion). Our vision is to be a leading global provider of innovative products and systems used in the movement, storage, treatment and enjoyment of water.
Our Technical Products Group operates in a large global market with significant potential for growth in industry segments such as defense, security, medical and networking. We believe we have the largest enclosures industrial and commercial distribution network in North America and the highest enclosures brand recognition in the industry in North America. From mid-2001 through 2003, the Technical Products Group experienced significantly lower sales volumes as a result of severely reduced capital spending in the industrial and commercial markets and over-capacity and weak demand in the datacommunication and telecommunication markets. From 2004 through the first half of 2006, sales volumes increased due to the addition of new distributors, new products and higher demand in targeted markets.

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Key Trends and Uncertainties
The following trends and uncertainties affected our financial performance in the first nine months of 2007 and will likely impact our results in the future:
  The housing market and new pool starts shrank in the last three quarters of 2006 and continued to slow in the first nine months of 2007. We believe that construction of new homes and new pools starts in North America affects approximately 25% of the sales of our Water Group, especially for our pool and spa businesses. This downturn will likely have an adverse impact on our revenues for the remainder of 2007 and into 2008.
  The telecommunication equipment market, particularly in North America, has slowed over the past five quarters and impacted our North American electronics sales within our Technical Products Group. In the first nine months of 2007, North American electronics sales declined approximately 20% from the year earlier period. The revenue decrease was attributable to telecommunication industry consolidation (which has delayed enclosure product sales) and some datacommunication OEM programs reaching end-of-life. We anticipate this weakness to continue, although we expect fourth quarter North America electronic sales to be relatively flat year-over-year.
  We experience seasonal demand in a number of markets within our Water Group. End-user demand for pool equipment follows warm weather trends and is at seasonal highs from April to August. The magnitude of the sales spike is partially mitigated by employing some advance sales “early buy” programs (generally including extended payment terms and/or additional discounts). Demand for residential and agricultural water systems is also impacted by economic conditions and weather patterns, particularly by heavy flooding and droughts.
  We expect our operations to continue to benefit from our PIMS initiatives, which include strategy deployment; lean enterprise with special focus on sourcing and supply management, cash flow management and lean operations; and IGNITE, our process to drive organic growth.
  We are experiencing material cost and other inflation in a number of our businesses. We are striving for greater productivity improvements and implementing selective increases in selling prices to help mitigate cost increases we have experienced in base materials such as stainless steel, carbon steel and copper and other costs such as health care and other employee benefit costs.
  If sales of products into residential end-markets in our Water business or the electronics portion of our Technical Products business continue to slow appreciably, we may consider reducing our investment for organic growth into those segments and further restructure our operations by closing or downsizing facilities, reducing headcount or taking other market-related actions as we have in the third quarter of 2006 and 2007.
  We have a long-term goal to consistently generate free cash flow that equals or exceeds 100% conversion of our net income. We define free cash flow as cash flow from operating activities less capital expenditures plus proceeds from sale of property and equipment. Free cash flow for the first nine months of 2007 was approximately $189 million and we are targeting full year free cash flow of $230 million to $250 million. See our discussion of Other financial measures under the caption “Liquidity and Capital Resources” in this report.
  We experienced favorable foreign currency effects on net sales in the first nine months of 2007. Our currency effect is primarily for the U.S. dollar against the euro, which may or may not trend favorably in the future.
  The effective tax rate for the first nine months of 2007 was 30.4%. The tax rate for the first nine months of 2007 includes a favorable adjustment related to the measurement of deferred tax assets and liabilities to account for changes in German tax law enacted on August 17, 2007. We estimate our effective income tax rate for the full year to be between 31.5% and 32.0%. We continue to actively pursue initiatives to reduce our effective tax rate. The tax rate in any quarter can be affected positively or negatively by adjustments that are required to be reported in the specific quarter of resolution.
Outlook
In 2007, our operating objective is to increase our return on invested capital by:
  Continuing to drive operating excellence through lean enterprise initiatives, with special focus on sourcing and supply management, cash flow management and lean operations;
  Continuing the integration of acquisitions and realizing identified synergistic opportunities;
  Continuing proactive talent development, particularly in international management and other key functional areas;
  Achieving organic sales growth (in excess of market growth rates), particularly in international markets; and
  Continuing to make strategic acquisitions to grow and expand our existing platforms in our Water and Technical Products Groups.

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The ability to achieve our operating objectives will depend, to a certain extent, on factors outside our control. See “Forward-Looking Statements” in this report and “Risk Factors” under ITEM 1A in our 2006 Annual Report on Form 10-K.
RESULTS OF OPERATIONS
Net sales
Consolidated net sales and the change from the prior year period were as follows:
                                                                 
    Three months ended   Nine months ended
    September 29   September 30                   September 29   September 30        
In thousands   2007   2006   $ change   % change   2007   2006   $ change   % change
 
Net sales
  $ 837,834     $ 778,020     $ 59,814       7.7 %   $ 2,568,474     $ 2,411,431     $ 157,043       6.5 %
 
The components of the net sales change in 2007 from 2006 were as follows:
                 
    % Change from 2006
Percentages   Three months Nine months
 
Volume
    3.7       2.6  
Price
    2.6       2.6  
Currency
    1.4       1.3  
 
Total
    7.7       6.5  
 
Consolidated net sales
The 7.7 percent and 6.5 percent increases in consolidated net sales in the third quarter and first nine months, respectively, of 2007 from 2006 were primarily driven by:
  an increase in sales volume due to our February 2, 2007 acquisition of Jung Pumpen GmbH (“Jung Pump”) and our April 30, 2007 acquisition of Porous Media Corporation and Porous Media, Ltd. (together “Porous Media”); and
 
  organic sales growth of approximately 1 percent for the third quarter and 2 percent for the first nine months of 2007 (excluding acquisitions and foreign currency exchange), which included selective increases in selling prices to mitigate inflationary cost increases:
    growth in the Europe and Asia-Pacific markets;
 
    higher second quarter sales of municipal pumps related to a large flood control project;
 
    higher Technical Product sales into electrical markets; and
 
    growth in commercial and industrial water markets.
     These increases were partially offset by:
    lower Technical Products sales into North American electronics markets driven by contraction and consolidation in the telecommunication equipment industry which have delayed buying activity and by datacommunication projects reaching end-of-life; and
 
    lower sales of certain pump, pool and filtration products related to the downturn in the North American residential housing market and softness in residential pool construction markets.
  favorable foreign currency effects.

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Net sales by segment and the change from the prior year period were as follows:
                                                                 
    Three months ended   Nine months ended
    September 29   September 30                   September 29   September 30        
In thousands   2007   2006   $ change   % change   2006   2006   $ change   % change
 
Water
  $ 562,133     $ 531,703     $ 30,430       5.7 %   $ 1,783,040     $ 1,654,388     $ 128,652       7.8 %
Technical Products
    275,701       246,317       29,384       11.9 %     785,434       757,043       28,391       3.8 %
 
Total
  $ 837,834     $ 778,020     $ 59,814       7.7 %   $ 2,568,474     $ 2,411,431     $ 157,043       6.5 %
 
Water
The 5.7 percent and 7.8 percent increases in Water Group net sales in the third quarter and first nine months, respectively, of 2007 from 2006 were primarily driven by:
  an increase in sales volume driven by our February 2, 2007 acquisition of Jung Pump and our April 30, 2007 acquisition of Porous Media;
 
  organic sales were down approximately 2 percent for the third quarter but up 2 percent for the first nine months of 2007 (excluding acquisitions and foreign currency exchange), which included selective increases in selling prices to mitigate inflationary cost increases:
    higher second quarter sales of municipal pumps related to a large flood control project;
 
    continued growth in China and in other markets in Asia-Pacific as well as continued success in penetrating markets in Europe and the Middle East; and
 
    growth in commercial and industrial water markets.
These increases were partially offset by:
    a decline in sales of certain pump, pool and filtration products into North American residential markets and softness in residential pool construction markets.
  favorable foreign currency effects.
Technical Products
The 11.9 percent and 3.8 percent increases in Technical Product Group net sales in the third quarter and first nine months, respectively, of 2007 from 2006 were primarily driven by:
  organic sales were up approximately 9 percent for the third quarter and up 1 percent for the first nine months of 2007 (excluding acquisitions and foreign currency exchange), which included selective increases in selling prices to mitigate inflationary cost increases:
    increased sales into electrical markets; and
 
    strong sales performance in Asia.
These increases were partially offset by:
    lower year-to-date sales into North American electronics markets driven by contraction and consolidation in the telecommunication equipment industry which have delayed buying activity and by datacommunication projects reaching end-of-life.
  favorable foreign currency effects.

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Gross profit
                                                                 
    Three months ended   Nine months ended
    September 29   % of   September 30   % of   September 29   % of   September 30   % of
In thousands   2007   sales   2006   sales   2007   sales   2006   sales
 
Gross profit
  $ 246,167       29.4 %   $ 212,487       27.3 %   $ 767,015       29.8 %   $ 697,684       28.9 %
 
Percentage point change
          2.1 pts                           0.9 pts                
The 2.1 percentage point and 0.9 percentage point increases in gross profit as a percentage of sales in the third quarter and first nine months, respectively, of 2007 from 2006 were primarily the result of:
  selective increases in selling prices in our Water and Technical Products Groups to mitigate inflationary cost increases;
 
  savings generated from our PIMS initiatives including lean and supply management practices; and
 
  a decrease in costs related to capacity rationalization and market-related actions in third quarter of 2007 compared to third quarter 2006.
These increases were partially offset by:
  inflationary increases related to raw materials and labor; and
 
  higher cost as a result of a fair market value inventory step-up related to the Jung Pump and Porous Media acquisitions.
Selling, general and administrative (SG&A)
                                                                 
    Three months ended   Nine months ended
    September 29   % of   September 30   % of   September 29   % of   September 30   % of
In thousands   2007   sales   2006   sales   2007   sales   2006   sales
 
SG&A
  $ 140,745       16.8 %   $ 137,923       17.7 %   $ 436,837       17.0 %   $ 406,843       16.9 %
 
Percentage point change
          (0.9 )pts                           0.1 pts                
The 0.9 percentage point decrease and 0.1 percentage point increase in SG&A expense as a percentage of sales in the third quarter and first nine months, respectively, of 2007 from 2006 were primarily due to:
  a decrease in costs related to capacity rationalization and market-related actions in third quarter 2007 compared to third quarter 2006;
  proportionately higher SG&A expenses in the acquired Jung Pump and Porous Media businesses caused in part by amortization expense related to the intangible assets from those acquisitions;
  higher selling and general expense to fund investments in future growth with emphasis on growth in the international markets, including personnel and business infrastructure investments; and
  exit costs incurred in first half of 2007 related to a previously announced 2001 French facility closure.
Research and development (R&D)
                                                                 
    Three months ended   Nine months ended
    September 29   % of   September 30   % of   September 29   % of   September 30   % of
In thousands   2007   sales   2006   sales   2007   sales   2006   sales
 
R&D
  $ 14,446       1.7 %   $ 14,271       1.8 %   $ 44,204       1.7 %   $ 44,017       1.8 %
 
Percentage point change
          (0.1 )pts                           (0.1 )pts                
The 0.1 percentage point decrease in R&D expense as a percentage of sales in both the third quarter and first nine months of 2007 from 2006 was primarily due to:
  relatively flat R&D expense spending on higher volume.

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Operating income
Water
                                                                 
    Three months ended   Nine months ended
    September 29   % of   September 30   % of   September 29   % of   September 30   % of
In thousands   2007   sales   2006   sales   2007   sales   2006   sales
 
Operating income
  $ 53,685       9.6 %   $ 36,226       6.8 %   $ 205,542       11.5 %   $ 176,004       10.6 %
 
Percentage point change
          2.8 pts                             0.9 pts                
The 2.8 and 0.9 percentage point increases in Water Group operating income as a percentage of sales in the third quarter and first nine months, respectively, of 2007 from 2006 were primarily the result of:
  selective increases in selling prices to mitigate inflationary cost increases;
  savings generated from our PIMS initiatives including lean and supply management practices;
  income generated by our February 2, 2007 acquisition of Jung Pump and our April 30, 2007 acquisition of Porous Media; and
  a decrease in costs related to capacity rationalization and market-related actions in third quarter 2007 compared to third quarter 2006.
These increases were partially offset by:
  inflationary increases related to raw materials and labor;
  a decline in sales of certain pump, pool and filtration products into North American residential markets;
  amortization expense related to the intangible assets from the Jung Pump and Porous Media acquisitions; and
  higher cost as a result of a fair market value inventory step-up related to the Jung Pump and Porous Media acquisitions.
Technical Products
                                                                 
    Three months ended   Nine months ended
    September 29   % of   September 30   % of   September 29   % of   September 30   % of
In thousands   2007   sales   2006   sales   2007   sales   2006   sales
 
Operating income
  $ 46,237       16.8 %   $ 37,050       15.0 %   $ 114,008       14.5 %   $ 114,432       15.1 %
 
Percentage point change
          1.8 pts                           (0.6) pts                
The 1.8 percentage point increase in Technical Products Group operating income as a percentage of sales in the third quarter of 2007 from 2006 was primarily the result of:
  increased sales in our electrical markets;
  selective increases in selling prices to mitigate inflationary cost increases; and
  savings realized from the continued success of PIMS, including lean and supply management activities.
These increases were partially offset by:
  inflationary increases related to raw materials such as stainless steel and labor costs; and
  lower sales into North American electronics markets driven by contraction and consolidation in the telecommunication equipment industry which have delayed buying activity and by datacommunication projects reaching end-of-life.
The 0.6 percentage point decrease in Technical Products Group operating income as a percentage of sales in the first nine months of 2007 from 2006 was primarily the result of:
  inflationary increases related to raw materials such as stainless steel and labor costs;

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  lower sales into North American electronics markets driven by contraction and consolidation in the telecommunication equipment industry which have delayed buying activity and by datacommunication projects reaching end-of-life; and
  exit costs incurred in the first half of 2007 related to a previously announced 2001 French facility closure.
These decreases were partially offset by:
  selective increases in selling prices to mitigate inflationary cost increases;
  savings realized from the continued success of PIMS, including lean and supply management activities; and
  increased sales in our electrical markets.
Gain on sale of investment
                                                                 
    Three months ended   Nine months ended
    September 29   September 30                   September 29   September 30        
In thousands   2007   2006   Difference   % change   2007   2006   Difference   % change
 
Gain on sale of investment
  $     $ 167     $ (167 )     (100.0 %)   $     $ 167     $ (167 )     (100.0 %)
 
The gain on sale of investment of $0.2 million in the three and nine month periods ended September 30, 2006 relates to a distribution from an escrow account related the 2005 sale of our interest in the stock of LN Holdings Corporation.
Net interest expense
                                                                 
    Three months ended   Nine months ended
    September 29   September 30                   September 29   September 30        
In thousands   2007   2006   Difference   % change   2007   2006   Difference   % change
 
Net interest expense
  $ 18,836     $ 13,024     $ 5,812       44.6 %   $ 52,841     $ 38,861     $ 13,980       36.0 %
 
The 44.6 and 36.0 percentage point increases in interest expense in the third quarter and first nine months, respectively, of 2007 from 2006 were primarily the result of:
  an increase in outstanding debt primarily related to the Jung Pump and Porous Media acquisitions.
Provision for income taxes from continuing operations
                                 
    Three months ended   Nine months ended
    September 29   September 30   September 29   September 30
In thousands   2007   2006   2007   2006
 
Income before income taxes
  $ 72,140     $ 47,436     $ 233,133     $ 208,130  
Provision for income taxes
    14,096       13,995       70,958       62,985  
Effective tax rate
    19.5 %     29.5 %     30.4 %     30.3 %
The 10.0 percentage point decrease in the effective tax rate for the third quarter of 2007 from 2006 was primarily the result of:
  a favorable adjustment in the third quarter of 2007 related to the measurement of deferred tax assets and liabilities to account for changes in German tax law enacted on August 17, 2007.
This decrease was partially offset by:
  a favorable adjustment in the third quarter of 2006 related to prior years’ tax returns.
The 0.1 percentage point increase in the effective tax rate for the first nine months of 2007 from 2006 was primarily the result of:
  a favorable settlement in the second quarter of 2006 of a routine IRS examination for periods 2002-2003; and
  favorable adjustments in the first and third quarter of 2006 related to prior years’ tax returns.

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These increases were partially offset by:
  a favorable adjustment in the third quarter of 2007 related to the measurement of deferred tax assets and liabilities to account for changes in German tax law enacted on August 17, 2007.
We expect the full year effective income tax rate to be between 31.5% and 32.0%.
LIQUIDITY AND CAPITAL RESOURCES
Cash requirements for working capital, capital expenditures, equity investments, acquisitions, debt repayments, share repurchases and dividend payments are generally funded from cash generated from operations, availability under existing committed revolving credit facilities and in certain instances, public and private debt and equity offerings.
We experience seasonal cash flows primarily due to seasonal demand in a number of markets within our Water Group. End-user demand for pool equipment follows warm weather trends and is at seasonal highs from April to August. The magnitude of the sales spike is partially mitigated by employing some advance sales “early buy” programs (generally including extended payment terms and/or additional discounts). Demand for residential and agricultural water systems is also impacted by weather patterns, particularly by heavy flooding and droughts.
The following table presents selected working capital measurements calculated from our monthly operating results based on a 13-month moving average:
                         
    September 29   December 31   September 30
Days   2007   2006   2006
 
Days of sales in accounts receivable
    54       54       54  
Days inventory on hand
    78       76       73  
Days in accounts payable
    54       56       56  
Operating activities
Cash provided by operating activities was $229.3 million in the first nine months of 2007 compared with cash provided by operating activities of $125.9 million in the prior year comparable period. The increase in cash provided by operating activities was due primarily to lower cash used for working capital in the first nine months of 2007 versus the same period of last year and higher net income. In the future, we expect our working capital ratios to improve as we continue to capitalize on our PIMS initiatives.
Investing activities
Capital expenditures in the first nine months of 2007 were $45.2 million compared with $33.3 million in the prior year period. We currently anticipate capital expenditures for fiscal 2007 will be approximately $70 to $80 million, primarily for capacity expansions in our low cost country manufacturing facilities, implementation of a unified business systems infrastructure in Europe, new product development and general maintenance capital.
On May 7, 2007, we acquired as part of our Technical Products Group the assets of Calmark Corporation (“Calmark”), a privately held business, for $28.4 million, including a cash payment of $29.3 million and transaction costs of $0.1 million, less cash acquired of $1.0 million. Calmark’s product portfolio includes enclosures, guides, card locks, retainers, extractors, card pullers and other products for the aerospace, medical, telecommunications and military market segments, among others. Goodwill recorded as part of the purchase price allocation was $11.6 million, all of which is tax deductible. We continue to evaluate the purchase price allocation for the Calmark acquisition, including intangible assets, contingent liabilities and property, plant and equipment. We expect to revise the purchase price allocation as better information becomes available.
On April 30, 2007, we acquired as part of our Water Group all of the capital interests in Porous Media, two privately held filtration and separation technologies businesses, for $224.9 million, including a cash payment of $225.0 million and transaction costs of $0.4 million, less cash acquired of $0.5 million. Porous Media’s product portfolio includes high-performance filter media, membranes and related filtration products and purification systems for liquids, gases and solids for general industrial, petrochemical, refining and healthcare market segments among others. Goodwill recorded as part of the purchase price allocation was $124.4 million, all of which is tax deductible. We continue to evaluate the purchase price allocation for the Porous Media acquisition, including intangible assets, contingent liabilities and property, plant and equipment. We expect to revise the purchase price allocation as better information becomes available.
On February 2, 2007, we acquired as part of our Water Group all the outstanding shares of capital stock of Jung Pump for $229.5 million, including a cash payment of $239.6 million and transaction costs of $1.3 million, less cash acquired of $11.4 million. The purchase price is subject to a post-closing net asset value adjustment. Jung Pump is a leading German manufacturer of wastewater products for municipal and residential markets. Jung Pump brings us its strong application engineering expertise and a complementary product offering, including a new line of water re-use products, submersible wastewater and drainage pumps, wastewater disposal units and tanks. Jung Pump also brings to Pentair its well-established European presence, a state-of-the-art training facility in Germany and sales offices in Germany, Austria, France, Hungary, Poland and Slovakia. Goodwill recorded as part of the purchase price allocation was $131.3 million, of which approximately $53 million is tax deductible. We continue to evaluate the purchase price allocation for the Jung Pump acquisition,

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including intangible assets, contingent liabilities and property, plant and equipment. We expect to revise the purchase price allocation as better information becomes available.
Divestiture activities during 2006 relate to the following: In January 2006, pursuant to the purchase agreement for the sale of our former Tools Group, we completed the repurchase of a manufacturing facility in Suzhou, China from The Black and Decker Corporation (“BDK”) for approximately $5.7 million. We recorded no gain or loss on the repurchase. In March 2006, we completed an outstanding net asset value arbitration with BDK relating to the purchase price for the sale of our former Tools Group. The decision by the arbitrator constituted a final resolution of all disputes between BDK and us regarding the net asset value. We paid the final net asset value purchase price adjustment pursuant to the purchase agreement of $16.1 million plus interest of $1.1 million in March 2006, resulting in an incremental pre-tax loss on disposal of discontinued operations of $3.4 million or $1.6 million net of tax. Also in March 2006, we exited a leased facility from our former Service Equipment business resulting in a net cash outflow of $2.2 million and an immaterial gain from disposition.
During 2007 and 2006, we made investments in and advances to certain joint ventures in the amount of $4.0 million and $6.8 million, respectively.
Financing activities
Net cash provided by financing activities was $300.2 million in the first nine months of 2007 compared with $44.4 million used for financing activities in the prior year period. The increase primarily relates to the additional borrowings to fund the Jung Pump and Porous Media acquisitions. Financing activities included draw downs and repayments on our revolving credit facilities to fund our operations in the normal course of business, payments of dividends, repurchase shares of our common stock, cash received from stock option exercises and tax benefits related to stock-based compensation.
In June 2007, we entered into an amended and restated multi-currency revolving credit facility (the “Credit Facility”). The Credit Facility creates an unsecured, committed revolving credit facility of up to $800 million, with multi-currency sub-facilities to support investment outside the U.S. The Credit Agreement expires June 4, 2012. Borrowings under the Credit Facility will bear interest at the rate of LIBOR plus 0.50%. Interest rates and fees under the Credit Facility vary based on our credit ratings.
We are authorized to sell short-term commercial paper notes to the extent availability exists under the Credit Facility. We use the Credit Facility as back-up liquidity to support 100% of commercial paper outstanding. As of September 29, 2007, we had $179.8 million of commercial paper outstanding that matures within 56 days. All of the commercial paper was classified as long-term as we have the intent and the ability to refinance such obligations on a long-term basis under the Credit Facility.
In addition to the Credit Facility, we have $40 million of uncommitted credit facilities, under which we had $4.8 million outstanding as of September 29, 2007.
In May 2007, we entered into a Note Purchase Agreement with various institutional investors (the “Agreement”) for the sale of $300 million aggregate principal amount of our 5.87% Senior Notes (“Fixed Notes”) and $105 million aggregate principal amount of our Floating Rate Senior Notes (“Floating Notes” and with the Fixed Notes, the “Notes”). The Fixed Notes are due in May 2017. The Floating Notes are due in May 2012 and bear interest equal to the 3 month LIBOR plus 0.50%. The Agreement contains customary events of default.
We used $250 million of the proceeds from the sale of the Notes to retire the $250 million 364-day Term Loan Agreement that we entered into in April 2007, which we used in part to pay the cash purchase price of our Porous Media acquisition which closed in April 2007.
We were in compliance with all debt covenants as of September 29, 2007.
Our current credit ratings are as follows:
         
Rating Agency   Long-Term Debt Rating   Current Rating Outlook
Standard & Poor’s
  BBB   Negative
Moody’s
  Baa3   Stable
On March 7, 2007, Standard & Poor’s Ratings Services revised its current rating outlook on us from stable to negative. At the same time, Standard & Poor’s affirmed its long-term debt rating of ‘BBB’. Standard & Poor’s stated that the outlook revision reflects the additional leverage and stress on credit metrics that would result from the acquisition of Porous Media. The negative outlook indicates the rating could be lowered if financial policies become more aggressive or if operating results are weaker than expected.
As of September 29, 2007, our capital structure consisted of $1,112.9 million in total indebtedness and $1,828.2 million in shareholders’ equity. The ratio of debt-to-total capital at September 29, 2007 was 37.8 percent, compared with 30.8 percent at December 31, 2006 and 32.6 percent at September 30, 2006. Our targeted debt-to-total capital ratio is approximately 40 percent. We will exceed this target ratio from time to time as needed for operational purposes and/or acquisitions.

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In August 2007, we entered into a $105 million interest rate swap agreement with a major financial institution to exchange variable rate interest payment obligations for a fixed rate obligation without the exchange of the underlying principle amounts in order to manage interest rate exposures. The effective date of the swap was August 30, 2007. The swap agreement has a fixed interest rate of 4.89% and expires in May 2012. The fixed interest rate of 4.89% plus the .50% interest rate spread over LIBOR results in an effective fixed interest rate of 5.39%. The fair value of the swap was a liability of $0.6 million at September 29, 2007 and is recorded in Other non-current liabilities.
The variable to fixed interest rate swap is designated as and is effective as a cash-flow hedge. The fair value of this swap is recorded on the Condensed Consolidated Balance Sheets, with changes in its fair value included in Accumulated other comprehensive income (“OCI”). Derivative gains and losses included in OCI are reclassified into earnings at the time the related interest expense is recognized or the settlement of the related commitment occurs.
We expect to continue to have cash requirements to support working capital needs and capital expenditures, to pay interest and service debt, to pay dividends to shareholders and to repurchase shares of our common stock. In order to meet these cash requirements, we intend to use available cash and internally generated funds and to borrow under our committed and uncommitted credit facilities.
Dividends paid in the first nine months of 2007 were $45.0 million, or $0.45 per common share, compared with $42.6 million, or $0.42 per common share, in the prior year period. We have increased dividends every year for the last 31 years and expect to continue paying dividends on a quarterly basis.
During 2006, the Board of Directors authorized the repurchase of shares of our common stock up to a maximum dollar limit of $100 million. As of December 31, 2006, we had purchased 1,986,026 shares for $59.4 million pursuant to this authorization during 2006. In December 2006, the Board of Directors authorized the continuation of the repurchase program in 2007 with a maximum dollar limit of $40.6 million. This authorization expires on December 31, 2007. As of September 29, 2007, we had repurchased an additional 816,482 shares for $27.1 million pursuant to this plan and, accordingly, we have the authority to repurchase additional shares up to a maximum dollar limit of $13.5 million for the remainder of 2007.
The total liability for uncertain tax positions under FIN 48 at September 29, 2007 was approximately $18 million (refer to Note 12). The Company was not able to reasonably estimate the timing of future payments relating to non-current unrecognized tax benefits, however, at this time, the Company does not expect a significant payment related to these obligations within the next twelve months.
There have been no material changes with respect to the contractual obligations, other than noted above, or off-balance sheet arrangements described in our 2006 Annual Report on Form 10-K.
Other financial measures
In addition to measuring our cash flow generation or usage based upon operating, investing and financing classifications included in the Consolidated Statements of Cash Flows, we also measure our free cash flow and our conversion of net income. We have a long-term goal to consistently generate free cash flow that equals or exceeds 100% conversion of net income. Free cash flow and conversion of net income are non-GAAP financial measures that we use to assess our cash flow performance. We believe free cash flow and conversion of net income are important measures of operating performance because they provide us and our investors a measurement of cash generated from operations that is available to pay dividends and repay debt. In addition, free cash flow and conversion of net income are used as criteria to measure and pay certain incentive bonuses. Our measure of free cash flow and conversion of net income may not be comparable to similarly titled measures reported by other companies. The following table is a reconciliation of free cash flow and a calculation of the conversion of net income with cash flows from continuing and discontinued operating activities:
                 
    Nine months ended
    September 29   September 30
In thousands   2007   2006
 
Net cash provided by operating activities
  $ 229,333     $ 125,900  
Capital expenditures
    (45,163 )     (33,311 )
Proceeds from sale of property and equipment
    5,136       497  
 
Free cash flow
    189,306       93,086  
Net income
    162,382       145,094  
 
Conversion of net income
    116.6 %     64.2 %
 
In 2007, we are projecting free cash flow between $230 million to $250 million.

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NEW ACCOUNTING STANDARDS
See Note 1 (New Accounting Standards) of ITEM 1.
CRITICAL ACCOUNTING POLICIES
In our 2006 Annual Report on Form 10-K, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our consolidated financial statements. We have not changed these policies from those previously disclosed in our Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our market risk during the quarter ended September 29, 2007. For additional information, refer to Item 7A of our 2006 Annual Report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
(a)   Evaluation of Disclosure Controls and Procedures
 
    We maintain a system of disclosure controls and procedures designed to provide reasonable assurance as to the reliability of our published financial statements and other disclosures included in this report. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter ended September 29, 2007 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the quarter ended September 29, 2007 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.
 
(b)   Changes in Internal Controls
 
    There was no change in our internal control over financial reporting that occurred during the quarter ended September 29, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Pentair, Inc.
We have reviewed the accompanying condensed consolidated balance sheets of Pentair, Inc. and subsidiaries (the “Company”) as of September 29, 2007 and September 30, 2006, the related condensed consolidated statements of income for the three-month and nine-month periods ended September 29, 2007 and September 30, 2006, respectively, and cash flows for the nine-month periods ended September 29, 2007 and September 30, 2006. These interim financial statements are the responsibility of the Company’s management.
We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2006 and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 26, 2007, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2006 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
October 23, 2007

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PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
Environmental and Litigation
Except as provided below, there have been no further material developments from the disclosures contained in our 2006 Annual Report on Form 10-K.
Horizon Litigation
Twenty-eight separate lawsuits involving 29 primary plaintiffs, a class action and claims for indemnity by Celebrity Cruise Lines, Inc. (“Celebrity”) were brought against Essef Corporation (“Essef”) and certain of its subsidiaries prior to our acquisition of Essef in August 1999. The claims against Essef and its involved subsidiaries were based upon the allegation that Essef designed, manufactured and marketed two sand swimming pool filters that were installed as a part of the spa system on the Horizon cruise ship and allegations that the spa and filters contained Legionnaire’s disease bacteria that infected certain passengers on cruises from April 1994 through July 1994.
The individual and class claims by passengers were tried and resulted in an adverse jury verdict finding liability on the part of the Essef defendants (70%) and Celebrity and its sister company, Fantasia (together 30%). After expiration of post-trial appeals, we paid all outstanding punitive damage awards of $7.0 million in the Horizon cases, plus interest of approximately $1.6 million, in January 2004. All of the personal injury cases have now been resolved through either settlement or judgment.
The only remaining unresolved claims in this case were those brought by Celebrity for damages resulting from the outbreak. Celebrity filed an amended complaint seeking attorney fees and costs for prior litigation as well as out-of-pocket losses, lost profits and loss of business enterprise value. The first trial in 2006 resulted in a verdict against the Essef defendants for Celebrity’s out-of-pocket expenses of $10.4 million. Verdicts for lost profits ($47.6 million) and lost enterprise value ($135 million) were reversed in January 2007. In the retrial in June 2007, the jury awarded Celebrity damages for lost profits for 1994 and 1995 of $15.2 million (after netting for amounts taken into account by the earlier verdict for out-of-pocket expenses). The verdict was exclusive of pre-judgment interest and attorneys’ fees.
Several issues remain to be decided by the Court, including whether Celebrity is entitled to recovery of its attorneys’ fees and related costs in the passenger claims phase of the case ($4.1 million) and, with respect to pre-judgment interest, the length of the interest period and the rate of interest on any eventual judgment. The Court has also been asked to rule that Celebrity’s claims should be reduced to reflect an earlier verdict that it was contributorily negligent.
We believe that the jury verdict is in significant respects inconsistent with the law and the evidence offered at trial. We have filed post-trial motions challenging this verdict regarding the amount of lost profits. These post-trial motions will be heard in the fourth quarter of 2007. We have not determined what course of action we would follow in the event of an adverse decision.
We have assessed the impact of the latest verdict on our previously established reserves for this matter and, based on information available at this time, have not changed our reserves, except to take into account quarterly interest accruals.
We believe that any judgment we pay in this matter would be tax-deductible in the year paid or in subsequent years. In addition to the impact of any loss on this matter on our earnings per share when recognized, we may need to borrow funds from our banks or other sources to pay any judgment finally determined after exhaustion of all appeals, plus interest.
ITEM 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in ITEM 1A. of our 2006 Annual Report on Form 10-K.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information with respect to purchases we made of our common stock during the third quarter of 2007:
                                 
                    (c)   (d)
    (a)           Total Number of Shares   Dollar Value of Shares
    Total Number   (b)   Purchased as Part of   that May Yet Be
    of Shares   Average Price   Publicly Announced Plans   Purchased Under the
Period   Purchased   Paid per Share   or Programs   Plans or Programs
 
July 1 — July 28, 2007
    18,226     $ 36.52       18,200     $ 30,696,827  
July 29 — August 25, 2007
    552,612     $ 35.47       485,882     $ 13,522,082  
August 26 — September 29, 2007
    3,990     $ 36.02           $ 13,522,082  
 
Total
    574,828               504,082          
 
(a)   The purchases in this column include shares repurchased as part of our publicly announced programs and in addition, 26 shares for the period July 1–July 28, 2007, 66,730 shares for the period July 29 – August 25, 2007, and 3,990 shares for the period August 26 – September 29, 2007 deemed surrendered to us by participants in our Omnibus Stock Incentive Plan and the Outside Directors Nonqualified Stock Option Plan (the “Plans”) to satisfy the exercise price or withholding of tax obligations related to the exercise of stock options and non-vested shares.
 
(b)   The average price paid in this column includes shares repurchased as part of our publicly announced programs and shares deemed surrendered to us by participants in the Plans to satisfy the exercise price or withholding of tax obligations related to the exercise price of stock options and non-vested shares.
 
(c)   The number of shares in this column represents the number of shares repurchased as part of publicly announced programs to repurchase up to $100 million of our common stock.
 
(d)   During 2006, the Board of Directors authorized the repurchase of shares of our common stock up to a maximum dollar limit of $100 million. As of December 31, 2006, we had purchased 1,986,026 shares for $59.4 million pursuant to this authorization during 2006. In December 2006, the Board of Directors authorized the continuation of the repurchase program in 2007 with a maximum dollar limit of $40.6 million. This authorization expires on December 31, 2007. As of September 29, 2007 we repurchased an additional 816,482 shares for $27.1 million pursuant to this plan and, accordingly, we have the authority to repurchase additional shares up to a maximum dollar limit of $13.5 million for the remainder of 2007.

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ITEM 6. EXHIBITS
  (a)   Exhibits
  15   Letter Regarding Unaudited Interim Financial Information.
 
  31.1   Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  31.2   Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  32.1   Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
  32.2   Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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 October 23, 2007.
         
  PENTAIR, INC.
Registrant
 
 
  By  /s/ John L. Stauch    
    John L. Stauch   
    Executive Vice President and Chief Financial Officer
(Chief Accounting Officer) 
 
 

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Exhibit Index to Form 10-Q for the Period Ended September 29, 2007
15   Letter Regarding Unaudited Interim Financial Information.
 
31.1   Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2   Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1   Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
32.2   Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.