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 3, 2009
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 3, 2009, Pentair, Inc. (the Company) issued a press release announcing its earnings
for the fourth quarter and fiscal year 2008 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,
adjusted margins, adjusted earnings per share and free cash flow) and 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.
Adjusted operating income, adjusted margins and adjusted earnings per share eliminate (i) certain
expenses incurred in the second, third and fourth quarters of 2008 and third and fourth quarters of
2007 to restructure certain operations of the Company by reducing capacity, closing facilities and
reducing headcount, (ii) the impact of the additional reserve recorded for the Horizon litigation
settlement and (iii) the gain on the transaction entered into with GE Water & Process Technologies,
a unit of General Electric Company (GE), to combine GEs and the Companys respective global
water softener and residential water filtration businesses. Adjusted earnings per share also
eliminates the tax impact on the aforementioned items. Management utilizes these adjusted
financial measures to assess the run-rate of its continuing operations against those of 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 these markets.
The Company uses free cash flow and free cash flow excluding certain items (pension, Horizon
settlement and severance) to assess its cash flow performance. The Company believes free cash flow
and free cash flow excluding certain items (pension, Horizon settlement and severance) are
important measures of operating performance because they provide the Company and its investors a
measurement of cash generated from operations that is available to pay dividends, repurchase common
stock and repay debt. In addition, these measures are used as a criterion to measure and pay
compensation-based incentives. The Companys measures of free cash flow and free cash flow
excluding certain items (pension, Horizon settlement and severance) may not be comparable to
similarly titled measures reported by other companies.
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 3, 2009
announcing the earnings results
for the fourth quarter and
fiscal year 2008. |
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
3, 2009.
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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 |