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): October 26, 2010
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) |
Registrant’s telephone number, including area code: (763) 545-1730
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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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))
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ITEM 2.02 Results of Operations and Financial Condition
On October 26, 2010, Pentair, Inc. (the “Company”) issued a press release announcing its
earnings for the third quarter of 2010 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 operating 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
Company’s financial statements prepared in accordance with generally accepted accounting
principles.
Adjusted operating income, adjusted operating margins and adjusted earnings per share eliminate
certain expenses incurred in 2009 to restructure certain operations of the Company by reducing
headcount as a result of the significant continuing downturn in the global economy. Management
utilizes these adjusted financial measures to assess the run-rate of its continuing operations
against those of comparable 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 Company’s underlying operations in light of the downturn in the residential end
markets.
The Company uses free cash flow to assess its cash flow performance. The Company believes free
cash flow is an important measure of operating performance because it provides the Company and its
investors a measurement of cash generated from operations that is available to pay dividends and
repay debt. In addition, free cash flow is used as a criterion to measure and pay incentive-based
compensation. The Company’s measure of free cash flow 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
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Financial Statements of Businesses Acquired
Not applicable. |
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Pro Forma Financial Information
Not applicable. |
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Shell Company Transactions
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Not applicable |
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Exhibits
The following exhibit is provided as part of the information
furnished under Item 2.02 of this Current Report on Form 8-K: |
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Description |
99.1
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Pentair, Inc. press
release dated October
26, 2010 announcing
the earnings results
for the third quarter
2010. |
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 26, 2010.
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PENTAIR, INC.
Registrant
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/s/ John L. Stauch
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John L. Stauch |
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Executive Vice President and Chief Financial Officer |
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