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 2, 2010
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
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 2, 2010, Pentair, Inc. (the “Company”) issued a press release announcing its
earnings for the fourth quarter and fiscal year 2009 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 (i)
certain expenses incurred 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, (iii) the gain on the transaction entered into with GE Water &
Process Technologies, a unit of General Electric Company (“GE”), to combine GE’s and the Company’s
respective global water softener and residential water filtration
businesses, (iv) charges related
to intangible asset impairment and (v) charges for early redemption of bonds. 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
Company’s underlying operations in light of the downturn in the residential end markets.
The Company uses free cash flow and conversion of income from continuing operations to assess its
cash flow performance. The Company believes free cash flow and conversion of income from
continuing operations 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 and repay debt. In addition, free cash flow and conversion of income from continuing
operations are used as criteria to measure and pay compensation-based incentives. The Company’s
measure of free cash flow and conversion of income from continuing operations 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) |
|
Financial Statements of Businesses Acquired |
| |
| |
|
Not applicable. |
| |
| (b) |
|
Pro Forma Financial Information |
| |
| |
|
Not applicable. |
| |
| (c) |
|
Shell Company Transactions |
| |
| |
|
Not applicable |
| |
| (d) |
|
Exhibits |
| |
| |
|
The following exhibit is provided as part of the information
furnished under Item 2.02 of this Current Report on Form 8-K: |
| |
|
|
|
|
| Exhibit |
|
|
Description |
| |
|
|
|
|
| |
99.1 |
|
|
Pentair, Inc. press
release dated
February 2, 2010
announcing the
earnings results for
the fourth quarter
and fiscal year 2009. |
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 2, 2010.
| |
|
|
|
|
|
|
| |
|
PENTAIR, INC.
Registrant |
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ John L. Stauch |
|
|
|
|
|
|
|
|
|
|
|
|
|
John L. Stauch |
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer |
|
|