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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 5, 2008
Commission file number 000-04689
Pentair, Inc.
(Exact name of Registrant as specified in its charter)
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Minnesota
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41-0907434 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification number) |
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5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota
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55416 |
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(Address of principal executive offices)
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(Zip code) |
Registrants telephone number, including area code: (763) 545-1730
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 Results of Operations and Financial Condition
On February 5, 2008, Pentair, Inc. issued a press release announcing its earnings for the fourth
quarter and fiscal year 2007 and a conference call in connection therewith. A copy of the release
is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
This press release refers to certain non-GAAP financial measures (adjusted operating income and
adjusted earnings per share) and includes a reconciliation of those non-GAAP financial measures to
the corresponding financial measures contained in the Companys financial statements prepared in
accordance with generally accepted accounting principles. The adjusted financial measures
eliminate certain expenses incurred in the third and fourth quarter of 2007 and in the third
quarter of 2006, to restructure certain operations of the Company by reducing capacity, closing
facilities, reducing headcount and settling certain legal matters and in 2006 writing down
inventory and receivables, all with the exception of the legal settlement, were a result of the
significant continuing downturn in residential end-markets in the Companys water business. The
adjusted financial measures in 2007 and 2006 also exclude the favorable impact of a one-time
reduction of income taxes. Management utilizes these adjusted financial measures to assess the
performance of its continuing operations against its performance in prior periods without the
distortion of these factors. The Company believes that these non-GAAP financial measures will be
useful to investors as well to assess the continuing strength of the Companys underlying
operations in light of the downturn in the residential end-markets.
The information contained in this Current Report shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the
liabilities of that section, nor shall it be incorporated by reference into a filing under the
Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
ITEM 9.01 Financial Statements and Exhibits
(a) |
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Financial Statements of Businesses Acquired |
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Not applicable. |
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(b) |
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Pro Forma Financial Information |
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Not applicable. |
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(c) |
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Shell Company Transactions |
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Not applicable |
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(d) |
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Exhibits |
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The following exhibits are provided as part of the
information furnished under Item 2.02 of this Current Report
on Form 8-K: |
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Exhibit
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Description |
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99.1
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Pentair, Inc. press release
dated February 5, 2008
announcing the earnings results
for the fourth quarter and
fiscal year 2007. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February
5, 2008.
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PENTAIR, INC.
Registrant
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By |
/s/ John L. Stauch
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John L. Stauch |
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Executive Vice President and Chief Financial Officer
(Chief Accounting Officer) |
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PENTAIR, INC.
Exhibit Index to Current Report on Form 8-K
Dated February 5, 2008
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Exhibit
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Description |
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99.1
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Pentair, Inc. press release dated February 5, 2008 announcing the
earnings results for the fourth quarter and fiscal year 2007. |