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PNR > SEC Filings for PNR > Form 8-K on 1-Nov-2012All Recent SEC Filings

Show all filings for PENTAIR LTD

Form 8-K for PENTAIR LTD


1-Nov-2012

Results of Operations and Financial Condition, Financial Statements and Exhibits


ITEM 2.02 Results of Operations and Financial Condition

On November 1, 2012, Pentair Ltd. (the "Company") issued a press release announcing its earnings for the third quarter of 2012 and a conference call in connection therewith. A copy of the release is attached hereto 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, legacy Pentair 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.

The 2012 adjusted operating income, adjusted operating margins and adjusted earnings per share eliminate specific tax gains, certain expenses incurred related to the merger with the Flow Control business of Tyco International Ltd. ("Tyco"), certain targeted restructuring activities, and early bond redemption charges. The 2011 adjusted operating income, adjusted operating margins and adjusted earnings per share eliminate certain expenses incurred related to the acquisition of Norit's Clean Process Technologies business, certain targeted restructuring activities, and goodwill impairment charges. 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.

Legacy Pentair results exclude the impact of the merger with Tyco's Flow Control business. Management utilizes this financial measure to provide comparability against historical results without the distortion of the merger. The Company believes that these measures will be useful to investors to assess the continuing strength of the Company's legacy operations.

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 criterion to measure and pay compensation-based incentives. The Company's measure of free cash flow may not be comparable to similarly titled measures reported by other companies.



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 Ltd. press release dated November 1, 2012 announcing earnings
             results for the third quarter 2012.


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