UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to ____________________ Commission File No. 001-11625 PENTAIR, INC. (Exact name of Registrant as specified in its charter) Minnesota 41-0907434 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1500 County Road B2 West, Suite 400, Saint Paul, Minnesota 55113-3105 (Address of principal executive offices) (Zip Code) (612) 636-7920 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: 1) Common Stock, Par Value $.16 2/3 per share 2) Rights (Title of Class) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of voting stock held by nonaffiliates of the Registrant on February 26, 1996 was $932 million. For purposes of this calculation, all shares held by officers and directors of the Registrant and by the trustees of employee stock ownership plans (ESOPs) and pension plans of the Registrant and subsidiaries were deemed to be shares held by affiliates. The number of shares outstanding of Registrant's only class of common stock on February 26, 1996 was 37,394,754.
DOCUMENTS INCORPORATED BY REFERENCE The following portions of the Annual Report to Shareholders for the year ended December 31, 1995 and Proxy Statement for the 1996 Annual Meeting of Shareholders are incorporated by reference as the Item of this Form 10-K indicated. Part of Form 10-K Portion of Annual Report Part I, Item 1. Business - Financial Pages 32 and 54: Business information about industry segments, Segment Information; foreign operations, research and Page 43: Research and Development; development and environmental matters. Page 35: Environmental Matters and Page 47: Commitments and Contingencies - (Note 9) and Page 56: Disclosure of Risks and Uncertainties (Note 18) Part II, Item 5.Market for Registrant's Page 58: Pentair Stock Common Equity and Related Stockholder Data, Price Range and Dividends of Matters. Common Stock. Part II, Item 6. Selected Financial Page 57: Selected Financial Data. Data - 10 Year Summary. Part II, Item 7.Management's Discussion Pages 28-35: Management's and Analysis of Financial Condition Discussion and Analysis. and Results of Operations. Part II, Item 8. Financial Statements Pages 36-56: Consolidated and Supplementary Data. Statement of Income, Balance Sheet and Statement of Cash Flows, related Notes, Report of Independent Auditors and Quarterly Financial Data. Portion of Proxy Statement Part III, Item 10. Directors and Pages 2-5: Security Ownership of Executive Officers of the Registrant. Management and Beneficial Ownership; Pages 5-8; Directors Standing for Election. Part III, Item 11. Pages 14-23: Executive Executive Compensation. Compensation. Part III, Item 12. Security Ownership Pages 2-5: Security of Certain Beneficial Owners and Ownership of Management and Management. Beneficial Ownership.
PART I Item 1. Business (a) General Development of the Business. The Registrant was incorporated in 1966 under the laws of Minnesota. In the past year, the Registrant has not changed its form of organization or mode of conducting business. The Registrant grows through internal development and acquisitions. As in the past, periodic dispositions of assets or business units are possible when they no longer fit with the long-term strategies of the Registrant. Effective January 1, 1994, the Registrant acquired the net assets and the subsidiaries of Schroff GmbH (Schroff) from Fried. Krupp AG Hoesch-Krupp for a cash purchase price of approximately $140 million net of cash acquired. Schroff manufactures and sells enclosures, cases, subracks and accessories for commercial electronic and instrumentation applications. In September 1994, Pentair announced that it was exploring strategic alternatives for its paper businesses,including their possible sale. In the second quarter of 1995, all of the Pentair paper businesses were sold. On April 1, 1995 the company sold its Cross Pointe Paper Corporation subsidiary for $203.3 million to Noranda Forest, Inc. On June 30, 1995 the company sold its Niagara of Wisconsin Paper Corporation, its 50% share of Lake Superior Paper Industries (LSPI) joint venture and its 12% share of Superior Recycled Fiber Industries (SRFI) for $115.6 million cash to Consolidated Papers, Inc. The sale transactions have permitted Pentair to focus its commitments and resources on the industrial products sector, building upon the strong growth and leading market positions these businesses have achieved. Effective November 1, 1995, the Company acquired Fleck Controls, Inc., a manufacturer of control valves which are major components in residential water softeners, and commercial and industrial water conditioning systems for $133.9 million. Pentair considers Fleck to be its first major step in entering the water treatment business. This will be continued as Pentair pursues other product offerings and new channels within the water products market. (b) Financial Information about Industry Segments. The Registrant's business is conducted in two industry segments. The Specialty Products segment manufactures woodworking machinery; portable power tools; valves for water conditioning equipment; and pumps and pumping systems. The General Industrial Equipment segment manufactures electrical and electronic enclosures and wireways; industrial lubricating systems and material dispensing equipment; automotive service equipment; and sporting ammunition. Business segment financial information is found on page 32 and page 54 (Note 16) of the 1995 Annual Report to Shareholders. Narrative Description of Business. Description of the Specialty Products Segment: Products and marketing. The following table sets forth, for each of the last three years, the Specialty Products segment product class net sales in excess of 10 percent of the Registrant's consolidated net sales . <TABLE> <CAPTION> 1995 1994 1993 <S> <C> <C> <C> Stationary and Portable Power Tools 28 % 28 % 33 % Pumps and Water Treatment Systems 9 9 10 Total Segment 37 % 37 % 43 % </TABLE> Woodworking Machinery. The Registrant, through its subsidiary Delta International Machinery Corp.(Delta), manufactures, markets, and services a line of general-purpose woodworking machinery, such as saws, planers, jointers, plate joiners, grinders, drill presses, shapers, lathes, and other quality machines. Delta sells its products in the United States, Canada, and other foreign countries under its "Delta" brand name through a network of independent and mail order distributors, hardware stores and home centers. Portable Electric Tools. The Registrant, through its subsidiary Porter-Cable Corporation (Porter-Cable), manufactures and markets a variety of portable electric tools, such as saws, sanders, drills and routers, used in woodworking, industrial maintenance, and construction trades. Porter-Cable markets its products under the brand name "Porter-Cable" through a network of independent, specialty tool, and mail order distributors, hardware stores and home centers. Pumps and Pumping Systems. The Registrant, through its F.E. Myers Co. Division of McNeil (Ohio) Corporation (Myers), manufactures and markets a wide variety of pumps for residential, environmental, engineering, and industrial use. Products are distributed through a network of distributors, wholesalers, dealers, and installers. In addition, Myers distributes products to the do-it-yourself market for retail sale through home centers and hardware stores under the names "Water Ace" and "Shur Dri". Water Conditioning Control Valves. The Registrant, through its subsidiary Fleck Controls, Inc. (Fleck), manufactures, designs and markets a broad range of control valves, timers and meters for residential and commercial water softeners. Products are sold directly by Fleck's internal sales organization to small, regional independent original equipment manufacturers (OEMs), with the remaining sales going to larger, fully integrated manufacturers. Competitive conditions. Delta participates in the middle range of the overall market for general purpose woodworking machinery. The addressed market is focused on high quality, feature oriented products and value added services for the home shop, contractor, and small shop markets. Delta markets the industry's broadest line of products for its addressed market. Delta's numerous competitors do have individual products which compete with certain of Delta's products. Competition in this market focuses on quality, features, service and price. Porter-Cable competes in the professional portable electric tool market which is highly competitive. Porter-Cable faces several major competitors across its addressed market. Product innovation, features, performance, quality, service, delivery and price are all competitive factors. Myers addresses the water pump and system market. Myers faces many competitors across its product lines. Price, delivery, and quality are competitive factors. Fleck addresses the water treatment market. Fleck is one of the four primary manufacturers of control valves in the United States and Europe. Broad product offerings, product development and customer support and service are competitive factors. Fleck has a significant market share in the residential valve market and a leading market share in the commercial valve market. Fleck sells to both OEMs and independent distributors for inclusion in water control systems which are sold directly to the end user. Description of the General Industrial Equipment Segment: Products and marketing. The following table sets forth, for each of the last three years, the General Industrial Equipment segment product class net sales in excess of 10 percent of consolidated net sales. <TABLE> <CAPTION> 1995 1994 1993 <S> <C> <C> <C> Electrical and Electronic Enclosures 39 % 36 % 25 % Sporting Ammunition 10 12 14 Total Segment 63 % 63 % 57 % </TABLE> Electrical Enclosures. Through the Hoffman Engineering Company division of Federal-Hoffman, Inc. (Hoffman Engineering), the Registrant manufactures enclosures and wireways for electrical and industrial instrumentation applications and markets these products primarily through independent manufacturer's representatives and electrical and electronic equipment distributors throughout North America and the United Kingdom. Electronic Enclosures. Through Schroff GmbH and its international subsidiaries (Schroff), the Registrant manufactures enclosures and wireways for electronic instrumentation applications. Schroff is a large European manufacturer of cabinets, cases, subracks, microcomputer packaging systems and accessories. Schroff serves the worldwide industrial electronics industry including key segments such as computers, test & measurement, private LANs/data communication, industrial control and factory automation, medical and telecommunications. Sporting Ammunition. Through the Federal Cartridge Company division of Federal-Hoffman, Inc. (Federal Cartridge), the Registrant manufactures and markets sporting and law enforcement ammunition, and components. These products are distributed throughout the United States through a network of distributors; directly to large retail chains; and directly to law enforcement agencies (governmental). Industrial Lubricating Systems and Material Dispensing Equipment. The Registrant, through its Lincoln Industrial division of McNeil (Ohio) Corporation (Lincoln Industrial), manufactures components and designs systems for manual and automatic delivery of measured quantities of lubricants for industrial applications. Lincoln Industrial also manufactures components and designs, fabricates, and installs high-volume liquid and semi-solid dispensing systems. Both segments serve original equipment and retrofit markets. Lubricating and materials dispensing systems are marketed in the United States by approximately 100 specially qualified systems distributors with design, installation, and service capability. Basic lubricating equipment and accessories are marketed through industrial supply and specialty distributors. A special direct sales group markets a wide variety of Lincoln Industrial products to original equipment manufacturers in a variety of industries. Lincoln Industrial also manufactures lubricating components and systems at its facility in Walldorf, Germany for distribution to European, Middle East, Far East and African markets, and to a lesser extent to the United States. The remainder of the world market, including the Pacific Rim, is served from Lincoln Industrial's St. Louis, Missouri manufacturing facility. Automotive Service Equipment. The Registrant, through its Lincoln Automotive division of McNeil (Ohio) Corporation (Lincoln Automotive), manufactures and markets lubrication, repair, and service equipment for a broad range of vehicles. Products are sold through a key group of approximately 600 aftermarket wholesalers. Certain products are sold to large auto parts chain stores. Certain lubricating equipment, tools, and jacks and lifting equipment are sold under private label programs. Garage, service station, car dealership service department, and fast oil change lubricating systems are marketed through petroleum equipment and service distributors with design and installation capability. Competitive conditions. Hoffman Engineering is the largest North American manufacturer of electrical enclosures and wireways, having a market share estimated to be about 25% of the addressed market. It is currently the only manufacturer with national distribution and its competitors are generally smaller, regional manufacturers. Hoffman Engineering also participates in the North American electronic enclosures market, facing competition from a large number of firms, with three or four established firms leading the market. In both markets, the most significant competitive factors are price, product innovation, service, quality, breadth of product line, and delivery. Schroff is a significant manufacturer in Europe's electronic enclosure market and a technological leader. Schroff, like Hoffman, has a comprehensive product range. Schroff faces competition from a large number of firms, some of whom like Rittal manufacture a broad range of enclosures and some who focus on smaller niche markets. Significant competitive factors are product innovation and quality. Federal Cartridge and its two primary competitors, Winchester and Remington, have a combined market share of approximately 90% in the U.S. sporting ammunition market, with the balance coming from smaller domestic competitors and foreign ammunition manufacturers. Quality, delivery, price and terms are significant competitive factors. Lincoln Industrial and Lincoln Automotive face three to five major competitors and several smaller competitors across their product lines. Competition involving industrial lubricating systems and material dispensing equipment tends to center around quality, systems capability, and application knowledge. Price becomes a more significant competitive factor for vehicle servicing equipment. Information Regarding Both Segments: Working capital items. Federal Cartridge's working capital builds from January through September as inventories are increased to meet third quarter shipping schedules and receivables increase due to fall dating for early order programs used in the sporting ammunition business. Management continues to focus on reducing working capital requirements through management of receivable and inventory levels. Status of new products. The industries in which the segments participate are essentially mature and do not experience the introduction of many products that materially change the nature of the industry. Individual manufacturers generally make improvements or apply new technologies to existing products. Raw materials. The raw materials used in the manufacturing process include steel (bar and sheet), various metals including brass and lead, gunpowder and plastic. Selected motors, castings, plastic parts and components are also purchased. The supply of all raw materials and components is currently adequate. Delta and Porter-Cable import selected tools in their product offerings. Design and engineering of these products is performed primarily by Delta. The manufacturing process is controlled and monitored for most of these products in factories dedicated to Delta production. Supply of these products is currently adequate and timely. Patents, trademarks, licenses, franchises and concessions. The businesses own a number of U.S. and foreign patents and trademarks. They were acquired over many years and relate to many products and improvements. No one patent or trademark is of material importance to either segment. Seasonal aspects. For the either segment, there is no strongly seasonal aspect. Backlog. The segments normally do not experience backlogs for substantial periods of time. The nature of the businesses emphasizes maintaining inventories sufficient to satisfy customer needs on a timely basis, and production and sourcing is geared towards providing adequate inventories in order to minimize customer back orders. Accordingly, backlogs are not material to understanding the sales trends or manufacturing fluctuations of the segments. Dependence on limited number of customers. The Registrant as a whole is not dependent on a single customer or on a few customers. The loss of a limited number of customers would not have a material adverse impact on the Registrant. Government contracts. The Registrant has no material portion of sales under government contracts that may be subject to renegotiation of profits or termination of contracts at the election of the government. Employees. As of December 31, 1995, the Registrant and its subsidiaries employed approximately 9,150 persons, of which 2,058 were represented by unions having collective bargaining agreements. Labor contracts negotiated in 1995 were: International Association of Machinists Local 59 - Ashland, Ohio (extended to 4/6/98) approximately 310 employees; International Association of Machinists Local 9 - St. Louis, Missouri (extended to 4/30/98) approximately 230 employees; United Steel Workers of America Local 8630 - Tupelo, Mississippi (extended to 5/1/98) 260 approximately employees; Patternworkers League - Ashland, Ohio (extended to 9/1/97) 2 employees; and Teamsters Local 984 - Memphis, Tennessee (extended to 12/15/98) approximately 50 employees. Contracts expiring in 1996: International Union of Electrical Workers - Jonesboro, Arkansas (expires April, 1996). The Registrant considers its employee relations to be good and feels future contracts will be able to be negotiated for the benefit of the business and the employees. (d) Financial Information about Foreign Operations. The Registrant operates primarily in North America and Europe. See discussion of foreign operations incorporated by reference. Item 2. Properties The Registrant's corporate offices, located at 1500 County Road B2 West, St. Paul, Minnesota 55113-3105, are leased and consist of approximately 22,000 square feet; the lease expires in December 1999. Information about the Registrant's principal manufacturing facilities and other properties is presented below by industry segment. These facilities are adequate and suitable for the purposes they serve. Unless noted all facilities are owned. Specialty Products Segment SUBSIDIARY/ APPROXIMATE DIVISION LOCATION PRIMARY USE SQUARE FEET Porter-Cable Jackson, Manufacturing, 485,000 Tennessee(1) Distribution, and Office Delta Pittsburgh, Office and 34,000 Pennsylvania(2) Product Development Tupelo, Manufacturing 333,000 Mississippi and Office Memphis, Distribution 245,000 Tennessee(3) and Office Guelph, Distribution 57,000 Ontario(4) and Office Mesa, Manufacturing 49,730 Arizona(5) and Office Taichung, Office and 1,000 Taiwan Product Development F.E. Myers Ashland, Manufacturing, 412,000 Ohio Distribution, and Office Kitchener, Distribution 26,000 Ontario and Office Midland, Manufacturing, 20,850 Texas and Office Fleck Controls, Brookfield, Manufacturing, 77,000 Inc. Wisconsin Distribution, and Office Buc, Manufacturing, 23,850 France(6) Distribution, and Office NOTES: (1) Leased for a five-year term expiring in 1998. (2) Currently leased under a month-to-month lease while a longer term lease is negotiated. (3) Leased for a five-year term expiring in 1996. (4) Leased for a five-year term expiring in 1999. (5) Lease term expires in 2000. (6) Lease term expires in 1998. General Industrial Equipment Segment SUBSIDIARY/ APPROXIMATE DIVISION LOCATION PRIMARY USE SQUARE FEET Hoffman Anoka, Manufacturing 814,000 Engineering Minnesota and Office Brooklyn Center, Manufacturing 128,000 Minnesota(1) and Office Reynosa, Mexico Manufacturing 90,000 Hoffman U.K. Hemel Hempstead, Manufacturing 37,000 England(2) Hoffman U.K. Hemel Hempstead, Manufacturing 22,000 England(2)(3) Federal Anoka, Manufacturing 679,000 Cartridge Minnesota and Office Richmond, Manufacturing 41,000 Indiana and Office Lincoln St. Louis, Manufacturing 565,000 Industrial Missouri and Office Walldorf, Manufacturing 117,000 Germany and Office Chodov, Manufacturing 6,500 Czech Republic (4) and Office Lincoln Jonesboro, Manufacturing 426,000 Automotive Arkansas(5) and Office Nogales, Sonora Manufacturing 35,000 Mexico(6) Mississauga, Distribution 30,000 Ontario and Office Schroff GmbH Straubenhardt, Manufacturing 523,000 Germany(7) Schroff S.A. Betschdorf, Manufacturing 210,000 France(8) and Warehouse Schroff U.K. Hemel Hempstead, Manufacturing 37,000 England(2) Schroff U.K. Hemel Hempstead, Manufacturing 22,000 England(2)(3) Schroff, Inc. Warwick, Manufacturing 80,000 Rhode Island and Office Warwick, Office and 18,000 Rhode Island(9) Assembly Schroff K.K. Meiwa-Cho, Manufacturing 23,500 Japan NOTES: (1) Leased for a 25-year term expiring in 1996, with options to renew for two ten-year terms. Currently leased under the first of the ten-year options, expiring in 2006. (2) Facilities are shared by Schroff U.K. & Hoffman U.K. Total area is 59,000 square feet. (3) Leased for a twenty-year term expiring in 2011. (4) Leased for a three-year term expiring in 1998, with an option to renew for a one-year term. (5) Includes approximately 51,000 sq. ft. warehouse and 3,000 sq. ft. office leased for a three-year term which expires in 1995. (6) Leased for a six-year term expiring in 1999. (7) A small portion of this total facility has been leased for a 30-year term expiring in 2011. (8) Leased under two lease agreements expiring in 2002 and 2005. Both leases include a purchase option. (9) Leased for a ten-year term expiring in 2000. This lease includes a purchase option. Item 3. Legal Proceedings. The Registrant or its subsidiaries have been made parties to actions filed, or have been given notice of potential claims, relating to the conduct of its business, including those pertaining to product liability, environmental and employment matters. Major matters which may have an impact on the Registrant are discussed below. The Registrant believes that it is remote that the outcome of such matters will have a material adverse effect on the Registrant's financial position or future results of operations, based on current circumstances known to the Registrant. Federal-Hoffman, Inc. Federal Cartridge, a division of Federal-Hoffman, has been named by the EPA as a Potentially Responsible Party (PRP) in connection with a waste disposal site in Greer, South Carolina. The EPA issued an administrative order effective April 29, 1992 to Federal-Hoffman and 96 other entities to compel the cleanup of the Aqua-Tech Environmental, Inc. site. Federal-Hoffman is working with a group of other PRPs to negotiate with the EPA regarding the cleanup of the site. A surface cleanup of the site is complete. Under interim allocations by the PRP group, Federal Cartridge paid $442,000 toward the cost of the surface cleanup. Under current final allocation proposals, Federal-Hoffman anticipates no additional payout for the surface cleanup. On March 16, 1995, the EPA notified Federal Cartridge that it is a PRP related to the subsurface of the Aqua-Tech site. The PRP group anticipates beginning a study of the soil and groundwater to determine the extent of subsurface contamination. The cost of such study, any necessary remediation and the size of allocation, if any, to Federal-Hoffman is unknown to the Registrant at this time. Federal-Hoffman however, anticipates its allocation in the subsurface action to be positively impacted by the nature of its waste and the fact that virtually all of its waste was accounted for and removed during the surface remediation. In October 1992, Hoffman Engineering, a division of Federal-Hoffman, was also named as a PRP in connection with the Aqua-Tech site. Hoffman has settled out of both the surface and subsurface remediation as a de minimis party. Federal Cartridge, a division of Federal-Hoffman, and 79 manufacturers, distributors and retailers of ammunition and/or firearms were sued in July 1995 by a private environmental group pursuant to California Health and Safety Code Section 25249 (Proposition 65) and the Business and Professions Code Section 17200. The lawsuit alleged violations of California law arising from exposure to lead from the discharge or cleaning of firearms. Claims were made for injunctive relief, statutory penalties and attorneys fees. An industry-wide settlement was approved by the court in January 1996. Federal Cartridge's share will be less than $10,000. Porter-Cable Corporation. In November 1993, the Tennessee Department of Environment and Conservation (TDEC) issued to Porter-Cable Corporation (Porter-Cable) and Rockwell International Corporation (Rockwell) an administrative order requiring them to investigate, and if necesssary clean up alleged groundwater contamination at a manufacturing facility located in Madison County, Tennessee. The facility was acquired by Porter Cable from Rockwell in 1981. Porter Cable reached an agreement with Rockwell regarding sharing costs and expenses related to investigation of the site. The Registrant believes that this matter is unlikely to result in material liability or material changes in operations. No estimate of the projected response cost liability can be made based on information currently known to the Company. Discontinued Paper Operations. Responsibility for certain environmental obligations and potential liability of the Registrant's former Cross Pointe Paper Corporation subsidiary were retained by the Registrant as a part of the sale of Cross Pointe. At the time of the sale, the Registrant established reserves for potential liabilities relating to environmental conditions existing on or before April 1995, based on extensive studies of the sites involved. Costs for certain of these environmental conditions are borne entirely by the Registrant; for other conditions, the Registrant bears only a portion of the costs which may be incurred in connection therewith. In 1995, the Registrant paid approximately $585,000 in costs covered by those reserves. The Registrant is closely monitoring the status of all open environmental conditions and has established procedures with the buyer dealing with activities at the affected sites. Few of the retained liabilities involve conditions or sites that are active at this time. One matter, however, has been previously reported in the Company's Form 10-K for the year ended December 31, 1994. In February 1994, the Miami mill (Miami) of Cross Pointe Paper Corporation was named a PRP in connection with the IWD/Cardington landfill in Moraine, Ohio. Waste haulers with whom Miami contracted to transport its flyash and paper and wood waste allegedly took it to this landfill for some time prior to its closure in 1980. The EPA has identified 22 other PRPs at this time. The cost of remediation of the site is estimated to be approximately $12 to $15 million. Miami recently settled this matter for $178,000. Based on current information available to it, the Registrant believes that this matter is unlikely to result in material future liability. Responsibility for environmental obligations of the Registrant's former Niagara of Wisconsin Paper Corporation subsidiary and its two joint ventures, Lake Superior Paper Industries and Superior Recycled Fiber Industries, was not retained as part of the sale of these entities. Customary warranties were given regarding unknown environmental conditions at these sites, but the Registrant does not anticipate any significant liability therefor. Product Liability Claims. As of March 4, 1996, the Registrant or its subsidiaries are defendants in approximately 177 product liability lawsuits and have been notified of approximately 118 additional claims. The Registrant has had and currently has in place insurance coverage it deems adequate for its needs. A substantial number of these lawsuits and claims are insured by Penwald, a regulated insurance company wholly owned by Registrant. See discussion in Item 7 (MD&A - Insurance Subsidiary) and Item 8 (Note 1 to the Financial Statements). Accounting reserves covering the deductible portion of liability claims not covered by Penwald have been established and are reviewed on a regular basis. The Registrant has not experienced unfavorable trends in either the severity or frequency of product liability claims. Item 4. Submission of Matters to a Vote of Security Holders. During the fourth quarter, no matter was submitted to a vote of security holders. PART II Item 5. Market for Registrant's Common Equity and Related Shareholder Matters. Item 6. Selected Financial Data. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Item 8. Financial Statements and Supplementary Data. For information required under Items 5 through 8, see the Registrant's Annual Report to Shareholders for the year ended December 31, 1995, as referenced on page 2 of this report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. No changes in accountants or disagreements between the Registrant and its accountants regarding accounting principles or financial statement disclosures have occurred within the 24 months prior to the date of the Registrant's most recent financial statements. PART III Item 10. Directors and Executive Officers of the Registrant. EXECUTIVE OFFICERS OF THE REGISTRANT The following are the executive officers of the Registrant. Their term of office extends until the next annual meeting of the Board of Directors, scheduled for April 24, 1996, or until their successors are elected and have qualified. Winslow H. Buxton 56 Chairman since January 15, 1993; President and Chief Executive Officer since August 1992; Chief Operating Officer, August 1990 - August 1992. Richard J. Cathcart 51 Executive Vice President since February 1996; Executive Vice President, Corporate Development March 1995- February 1996; Vice President, Building Development of Honeywell, Inc. 1994 - March 1995; Vice President and General Manager of Honeywell's Worldwide Building Control Division 1992 - 1994; Vice President and General Manager Honeywell's U.S. Operations of Building Control Division, 1988-1991. Joseph R. Collins 54 Executive Vice President since March 1995; Senior Vice President - Specialty Products August 1991 - February 1995; Acting Chief Financial Officer, June 1993 - March 1994; President, Delta International Machinery Corporation (subsidiary of the Registrant), October 1984 - August 1991. James H. Frank 56 Senior Vice President, Enclosures since March 1996; Co-President of Schroff (subsidiary of Registrant) March 1994 - February 1996; President of Hoffman Engineering (division of Registrant) December 1989 - March 1994. David D. Harrison 48 Executive Vice President since March 1995 and Chief Financial Officer since March 1994; Senior Vice President March 1994 - February 1995; Vice-President, Finance and Information Technology of the GE Canada Appliance Component subsidiary of General Electric, August 1992 - March 1994; and Vice President, Finance and Deputy Executive Officer of the GE Europe Lighting Component subsidiary of General Electric, January 1990 - July 1992. Ronald V. Kelly 59 Senior Vice President, Business Development since February 1996; Senior Vice President - Long Range Planning September 1994 - February 1996; Senior Vice President - Paper Products, August 1991 - September 1994; Vice President - Specialty Products, March 1989 - August 1991. Gerald C. Kitch 58 Executive Vice President, President International Business Development since February 1996; Executive Vice President March 1995 - February 1996; Senior Vice President - General Industrial Equipment August 1991 - February 1995; Vice President - General Industrial Equipment, March 1989 - August 1991. Debby S. Knutson 41 Vice President, Human Resources since September 1994; Assistant Vice President, Human Resources , August 1993 - September 1994; Vice President Human Resources of Hoffman Engineering (division of Registrant) July 1990 - August 1993. Roy T. Rueb 55 Vice President, Treasurer since October 1986 and Secretary since June 1994. There is no family relationship between any of the executive officers or directors. Item 11. Executive Compensation. Item 12. Security Ownership of Certain Beneficial Owners and Management. For information required under Items 11 and 12, see the Registrant's Proxy Statement for the 1996 Annual Meeting of Shareholders referenced on page 2 of this report. Item 13. Certain Relationships and Related Transactions. No relationships or transactions existed that require disclosure under Item 13. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) Financial Statements and Exhibits. 1. The following consolidated financial statements of Pentair, Inc. and subsidiaries, together with the Report of Independent Certified Public Accountants, found on pages 28 to 57 of the Registrant's Annual Report to Shareholders for the year ended December 31, 1995, are hereby incorporated by reference in this Form 10-K. Page of Annual Report Report of Independent Certified Public Accountants 36 Consolidated Statements of Income for Years Ended December 31, 1995, 1994 and 1993 37 Consolidated Balance Sheets as of December 31, 1995 and 1994 38 - 39 Consolidated Statements of Cash Flows for Years Ended December 31, 1995, 1994 and 1993 41 Notes to Consolidated Financial Statements 42 - 56 2. The additional financial data listed below is included as exhibits to this Form 10-K Report and should be read in conjunction with the consolidated financial statements presented in the 1995 Annual Report to Shareholders. Report of Independent Certified Public Accountants Schedule for the years ended December 31, 1995, 1994 and 1993: VIII- Valuation and Qualifying Accounts 3. The following exhibits are included with this Report on Form 10-K (or incorporated by reference) as required by Item 601 of Regulation S-K. Exhibit Number Description (3.1) Restated Articles of Incorporation as amended through April 19, 1995. (3.2) Resolution Establishing and Designating $7.50 Callable Cumulative Convertible Preferred Stock, Series 1988, as a series of Preferred Stock of Pentair, Inc. (3.3) Resolution Establishing and Designating 8% Callable Cumulative Voting Convertible Preferred Stock, Series 1990, as a series of Preferred Stock of Pentair, Inc. (3.4) Second Amended and Superseding By-Laws as amended through July 21, 1995. (4.1) Restated Articles of Incorporation, as amended, and Second Amended and Superseding By-Laws, as amended (see Exhibits 3.1 - 3.4 above). (4.2) Rights Agreement as of July 21, 1995 between Norwest Bank N.A. and Pentair, Inc. (4.3) Bid Loan Agreement dated December 14, 1988 between the Company, Continental Bank N.A. for itself and as Agent, Morgan Guaranty Trust Company of New York, Morgan Bank (Delaware), First Bank National Association, Norwest Bank Minnesota, N.A., and Mellon Bank, N.A. (4.4) First Amendment to Bid Loan Agreement dated January 1, 1991 between the Company, Continental Bank N.A. for itself and as Agent, Morgan Guaranty Trust Company of New York, Morgan Bank (Delaware), First Bank National Association, Norwest Bank Minnesota, N.A., and NBD Bank, N.A. (Amending Exhibit 4.3). (4.5) Second Amendment to Bid Loan Agreement dated as of February 11, 1994 between Pentair, Inc., Continental Bank N.A. for itself and as Agent, Morgan Guaranty Trust Company of New York, J.P. Morgan Delaware, First Bank National Association, Norwest Bank Minnesota, N.A., and NBD Bank, N.A. (Amending Exhibit 4.3). (4.6) $125,000,000 Facility Agreement dated as of February 11, 1994 between Pentair, Inc., Continental Bank N.A. for itself and as Agent, Morgan Guaranty Trust Company of New York for itself and as Agent, NBD Bank, N.A., and J. P. Morgan Delaware. (4.7) Amendment Number One to Facility Agreement dated as of November 1, 1994 between Pentair, Inc., Bank of America Illinois (formerly known as Continental Bank N.A.) for itself and as Agent, Morgan Guaranty Trust Company of New York for itself and as Agent, NBD Bank, N.A., and J. P. Morgan Delaware. (Amending Exhibit 4.6) (4.8) $45,000,000 Facility Agreement dated as of February 11, 1994 between Pentair, Inc., First Bank National Association, for itself and as Agent, and Norwest Bank Minnesota N.A. (4.9) Amendment Number One to Facility Agreement dated as of November 1, 1994 between Pentair, Inc., First Bank National Association, for itself and as Agent, and Norwest Bank Minnesota N.A.(Amending Exhibit 4.8) (4.10) DM 115,000,000 Facility Agreement dated as of February 11, 1994 between EuroPentair, GmbH as Borrower, Pentair, Inc., as Guarantor, Morgan Guaranty Trust Company of New York for itself and as Agent, Continental Bank N.A., for itself and as Agent, NBD Bank, N.A. and Dresdner Bank. (4.11) Amendment Number One to Facility Agreement dated as of November 1, 1994 between EuroPentair, GmbH as Borrower, Pentair, Inc., as Guarantor, Morgan Guaranty Trust Company of New York for itself and as Agent, Bank of America Illinois(formerly known as Continental Bank N.A.), for itself and as Agent, NBD Bank, N.A. and Dresdner Bank. (Amending Exhibit 4.10) (4.12) Amendment Number Two to Facility Agreement dated as of February 15, 1995 between EuroPentair, GmbH as Borrower, Pentair, Inc., as Guarantor, Morgan Guaranty Trust Company of New York for itself and as Agent, Bank of America Illinois(formerly known as Continental Bank N.A.), for itself and as Agent, NBD Bank, N.A. and Dresdner Bank . (Amending Exhibit 4.10) (4.13) Restatement of Credit Agreement dated July 11, 1989 between Federal-Hoffman, Inc. and First Bank National Association. (4.14) Second Amendment to Restatement of Credit Agreement dated as of January 19, 1993 between Federal-Hoffman, Inc., Pentair, Inc., and First Bank National Association (Amending Exhibit 4.13) . (4.15) Third Amendment to Restatement of Credit Agreement dated as of December 31, 1994 between Federal-Hoffman, Inc., Pentair, Inc., and First Bank National Association (Amending Exhibit 4.13) (4.16) $35,000,000 Note Purchase Agreement dated March 25, 1991 between Pentair, Inc. and Nationwide Life Insurance Company. (4.17) $25,000,000 Note Purchase Agreement dated December 13, 1991 between Pentair, Inc. and Principal Mutual Life Insurance Company. (4.18) $15,000,000 Note Purchase Agreement dated November 1, 1992 between Pentair, Inc. and Nationwide Life Insurance Company. (4.19) $15,000,000 Note Purchase Agreement dated January 15, 1993 between Pentair, Inc. and Principal Mutual Life Insurance Company. (4.20) $70,000,000 Senior Notes Purchase Agreement dated as of April 30, 1993 between Pentair, Inc. and United of Omaha Life Insurance Company, Companion Life Insurance Company, Principal Mutual Life Insurance Company, Nippon Life Insurance Company of America, Lutheran Brotherhood, American United Life Insurance Company, Modern Woodmen of America, The Franklin Life Insurance Company and Ameritas Life Insurance Corp. (10.1) Agreements dated February 8, 1978 and February 9, 1982 between the Company and D. Eugene Nugent. (10.2) Agreement dated February 8, 1984 (Amending Exhibit 10.1). (10.3) Agreement dated December 17, 1985 (Amending Exhibit 10.1). (10.4) Agreement dated May 7, 1990 (Amending Exhibit 10.1). (10.5) Company's Supplemental Employee Retirement Plan effective June 16, 1988. (10.6) Company's 1986 Nonqualified Stock Option Plan. (10.7) Company's 1990 Omnibus Stock Incentive Plan. (10.8) Company's Management Incentive Plan as amended to January 12, 1990. (10.9) Employee Stock Purchase and Bonus Plan as amended and restated effective January 1, 1992. (10.10)Company's Flexible Perquisite Program as amended to January 1, 1989. (10.11)Form of 1986 Management Assurance Agreement (Revised 1990) between the Company and certain key employees. (10.12)Company's Third Amended and Restated Compensation Plan for Non-Employee Directors as amended to January 1, 1992. (10.13)Company's Outside Directors Nonqualified Stock Option Plan dated January 22, 1988. (10.14)First Amendment to Outside Directors Nonqualified Stock Option Plan (Amending Exhibit 10.13). (10.15)Second Amendment to Outside Directors Nonqualified Stock Option Plan (Amending Exhibit 10.13). (10.16)Pentair, Inc. Deferred Compensation Plan effective January 1, 1993. (10.17)Pentair, Inc. Non-Qualified Deferred Compensation Plan effective January 1, 1996 (10.18)Trust Agreement for Pentair, Inc. Non-Qualified Deferred Compensation Plan between Pentair, Inc. And State Street Bank and Trust Company (10.19)Cash Deficiency Agreement dated December 31, 1987 among Pentair Duluth Corp., as Joint Venturer, Associated Southern Investment Company, as Owner Participant, The Connecticut Bank and Trust Company, National Association, as Indenture Trustee, and First National Bank of Minneapolis, as Owner Trustee. Cash Deficiency Agreements also were entered into with respect to each of the other four Owner Participants: Dana Lease Finance Corporation, NYNEX Credit Company, Public Service Resources Corporation, and Southern Indiana Properties, Inc. (10.20)Keepwell Agreement and Assignment dated December 31, 1987 among Pentair, Inc., as Sponsor, Pentair Duluth Corp., as Joint Venturer, and First National Bank of Minneapolis, as Owner Trustee; although First Minneapolis executed this filed document as Owner Trustee for Associated Southern Investment Company, additional Keepwell Agreements and Assignments were entered into by First Minneapolis as Owner Trustee for the other four Owner Participants listed in the description of Exhibit 10.19 above. (10.21)Definition of Terms for Financing Agreement dated December 31, 1987 and the Transaction Documents Referred to Therein: Sale and Leaseback of Undivided Interest in Lake Superior Paper Industries' Supercalendered Paper Mill; although this filed document supplies the definitions applicable to the agreements filed as Exhibits 10.19 and 10.20 above, there were four additional sets of definitions that supply the definitions for the other sets of agreements referred to in the descriptions of those Exhibits with respect to the various Owner Participants. (10.22)Loan and Stock Purchase Agreement dated March 7, 1990 between the Company and the Pentair, Inc. Employee Stock Ownership Plan Trust, acting through State Street Bank and Trust Company, as Trustee. (10.23)$56,499,982 Promissory Note dated March 7, 1990 of the Pentair, Inc. Employee Stock Ownership Plan Trust, acting through State Street Bank and Trust Company, as Trustee, to the Company. (10.24)Agreement for Sale and Purchase of Stock of Cross Pointe Paper Corporation between Pentair, Inc. and Noranda Forest, Inc. dated February 21, 1995 (including Exhibits and only Schedule 13). (11) Statement regarding computation of earnings per share. (13) Annual Report to Shareholders for period ended December 31, 1995. (21) Subsidiaries of Registrant. (23) Consent of Deloitte & Touche. (27) Financial Data Schedules. EXHIBIT INDEX Exhibit Number Description (3.1) Restated Articles of Incorporation as amended through April 19, 1995 (Incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q for the quarter ended June 30, 1995). (3.2) Resolution Establishing and Designating $7.50 Callable Cumulative Convertible Preferred Stock, Series 1988, as a series of Preferred Stock of Pentair, Inc. (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company's Current Report on Form 8-K filed December 30, 1988). (3.3) Resolution Establishing and Designating 8% Callable Cumulative Voting Convertible Preferred Stock, Series 1990, as a series of Preferred Stock of Pentair, Inc. (Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K filed March 21, 1990). (3.4) Second Amended and Superseding By-Laws as amended through July 21, 1995 (Incorporated by reference to Exhibit 3.2 to the Company's Form 10-Q for the quarter ended June 30, 1995). (4.1) Restated Articles of Incorporation, as amended, and Second Amended and Superseding By-Laws, as amended (see Exhibits 3.1 - 3.4 above). (4.2) Rights Agreement dated as of July 21, 1995 between Norwest Bank N.A. and Pentair, Inc. (Incorporated by reference to Exhibit 4.1 to the Company's Form 10-Q for the quarter ended June 30, 1995). (4.3) Bid Loan Agreement dated December 14, 1988 between the Company, Continental Bank N.A. for itself and as Agent, Morgan Guaranty Trust Company of New York, Morgan Bank (Delaware), First Bank National Association, Norwest Bank Minnesota, N.A., and Mellon Bank, N.A. (Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company's Current Report on Form 8-K filed December 30, 1988). (4.4) First Amendment to Bid Loan Agreement dated January 1, 1991 between the Company, Continental Bank N.A. for itself and as Agent, Morgan Guaranty Trust Company of New York, Morgan Bank (Delaware), First Bank National Association, Norwest Bank Minnesota, N.A., and NBD Bank, N.A. (Amending Exhibit 4.3) (Incorporated by reference to Exhibit 4.9 to the Company's Annual Report on Form 10K for the year ended December 31, 1990). (4.5) Second Amendment to Bid Loan Agreement dated as of February 11, 1994 between Pentair, Inc., Continental Bank N.A. for itself and as Agent, Morgan Guaranty Trust Company of New York, J.P. Morgan Delaware, First Bank National Association, Norwest Bank Minnesota, N.A., and NBD Bank, N.A. (Amending Exhibit 4.3) (Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed March 14, 1994). (4.6) $125,000,000 Facility Agreement dated as of February 11, 1994 between Pentair, Inc., Continental Bank N.A. for itself and as Agent, Morgan Guaranty Trust Company of New York for itself and as Agent, NBD Bank, N.A., and J. P. Morgan Delaware (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 14, 1994). (4.7) Amendment Number One to Facility Agreement dated as of November 1, 1994 between Pentair, Inc., Bank of America Illinois (formerly known as Continental Bank N.A.) for itself and as Agent, Morgan Guaranty Trust Company of New York for itself and as Agent, NBD Bank, N.A., and J. P. Morgan Delaware. (Amending Exhibit 4.6) (Incorporated by reference to Exhibit 4.9 to the Company's Annual Report on Form 10K for the year ended December 31, 1994). (4.8) $45,000,000 Facility Agreement dated as of February 11, 1994 between Pentair, Inc., First Bank National Association, for itself and as Agent, and Norwest Bank Minnesota N.A. (Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed March 14, 1994). (4.9) Amendment Number One to Facility Agreement dated as of November 1, 1994 between Pentair, Inc., First Bank National Association, for itself and as Agent, and Norwest Bank Minnesota N.A.(Amending Exhibit 4.8) (Incorporated by reference to Exhibit 4.11 to the Company's Annual Report on Form 10K for the year ended December 31, 1994). (4.10) DM 115,000,000 Facility Agreement dated as of February 11, 1994 between EuroPentair, GmbH as Borrower, Pentair, Inc., as Guarantor, Morgan Guaranty Trust Company of New York for itself and as Agent, Continental Bank N.A., for itself and as Agent, NBD Bank, N.A. and Dresdner Bank (Incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed March 14, 1994). (4.11) Amendment Number One to Facility Agreement dated as of November 1, 1994 between EuroPentair, GmbH as Borrower, Pentair, Inc., as Guarantor, Morgan Guaranty Trust Company of New York for itself and as Agent, Bank of America Illinois(formerly known as Continental Bank N.A.), for itself and as Agent, NBD Bank, N.A. and Dresdner Bank. (Amending Exhibit 4.10) (Incorporated by reference to Exhibit 4.13 to the Company's Annual Report on Form 10K for the year ended December 31, 1994). (4.12) Amendment Number Two to Facility Agreement dated as of February 15, 1995 between EuroPentair, GmbH as Borrower, Pentair, Inc., as Guarantor, Morgan Guaranty Trust Company of New York for itself and as Agent, Bank of America Illinois(formerly known as Continental Bank N.A.), for itself and as Agent, NBD Bank, N.A. and Dresdner Bank . (Amending Exhibit 4.10) (Incorporated by reference to Exhibit 4.14 to the Company's Annual Report on Form 10K for the year ended December 31, 1994). (4.13) Restatement of Credit Agreement dated July 11, 1989 between Federal-Hoffman, Inc. and First Bank National Association (Incorporated by reference to Exhibit 4.10 to the Company's Form 10-K for the year ended December 31, 1989). (4.14) Second Amendment to Restatement of Credit Agreement dated as of January 19, 1993 between Federal-Hoffman, Inc., Pentair, Inc., and First Bank National Association (Amending Exhibit 4.13) (Incorporated by reference to Exhibit 4.13 to the Company's Form 10-K for the year ended December 31, 1992). (4.15) Third Amendment to Restatement of Credit Agreement dated as of December 31, 1994 between Federal-Hoffman, Inc., Pentair, Inc., and First Bank National Association (Amending Exhibit 4.13). (Incorporated by reference to Exhibit 4.17 to the Company's Annual Report on Form 10K for the year ended December 31, 1994). (4.16) $35,000,000 Note Purchase Agreement dated March 25, 1991 between Pentair, Inc. and Nationwide Life Insurance Company. (Incorporated by reference to Exhibit 4.14 to the Company's Registration Statement on Form S-8 filed August 6, 1991). (4.17) $25,000,000 Note Purchase Agreement dated December 13, 1991 between Pentair, Inc. and Principal Mutual Life Insurance Company. (Incorporated by reference to Exhibit 4.15 to the Company's Registration Statement on Form S-8 filed January 13, 1992). (4.18) $15,000,000 Note Purchase Agreement dated November 1, 1992 between Pentair, Inc. and Nationwide Life Insurance Company (Incorporated by reference to Exhibit 4.16 to the Company's Form 10-K for the year ended December 31, 1992). (4.19) $15,000,000 Note Purchase Agreement dated January 15, 1993 between Pentair, Inc. and Principal Mutual Life Insurance Company (Incorporated by reference to Exhibit 4.17 to the Company's Form 10-K for the year ended December 31, 1992). (4.20) $70,000,000 Senior Notes Purchase Agreement dated as of April 30, 1993 between Pentair, Inc. and United of Omaha Life Insurance Company, Companion Life Insurance Company, Principal Mutual Life Insurance Company, Nippon Life Insurance Company of America, Lutheran Brotherhood, American United Life Insurance Company, Modern Woodmen of America, The Franklin Life Insurance Company and Ameritas Life Insurance Corp (Incorporated by reference to Exhibit 4.17 to the Company's Form 10-K for the year ended December 31, 1993). (10.1) Agreements dated February 8, 1978 and February 9, 1982 between the Company and D. Eugene Nugent (Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-2 filed June 24, 1983). (10.2) Agreement dated February 8, 1984 (Amending Exhibit 10.1) (Incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1983). (10.3) Agreement dated December 17, 1985 (Amending Exhibit 10.1) (Incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 1985). (10.4) Agreement dated May 7, 1990 (Amending Exhibit 10.1). (Incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10K for the year ended December 31, 1990). (10.5) Company's Supplemental Employee Retirement Plan effective June 16, 1988 (Incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989). (10.6) Company's 1986 Nonqualified Stock Option Plan (Incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 1986). (10.7) Company's 1990 Omnibus Stock Incentive Plan (Incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989). (10.8) Company's Management Incentive Plan as amended to January 12, 1990 (Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989). (10.9) Employee Stock Purchase and Bonus Plan as amended and restated effective January 1, 1992 (Incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991). (10.10)Company's Flexible Perquisite Program as amended to January 1, 1989 (Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989). (10.11)Form of 1986 Management Assurance Agreement (Revised 1990) between the Company and certain executive officers (Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 1989). (10.12)Company's Third Amended and Restated Compensation Plan for Non-Employee Directors as amended to January 1, 1992. (Incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-8 filed January 13, 1992). (10.13)Company's Outside Directors Nonqualified Stock Option Plan dated January 22, 1988 (Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 1987). (10.14)First Amendment to Outside Directors Nonqualified Stock Option Plan (Amending Exhibit 10.13) (Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991). (10.15)Second Amendment to Outside Directors Nonqualified Stock Option Plan (Amending Exhibit 10.13) (Incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 1991). (10.16)Pentair, Inc. Deferred Compensation Plan effective January 1, 1993 (Incorporated by reference to Exhibit 10.21 to the Company's Form 10-K for the year ended December 31, 1992). (10.17)Pentair, Inc. Non-Qualified Deferred Compensation Plan effective January 1, 1996 (10.18)Trust Agreement for Pentair, Inc. Non-Qualified Deferred Compensation Plan between Pentair, Inc. And State Street Bank and Trust Company (10.19)Cash Deficiency Agreement dated December 31, 1987 among Pentair Duluth Corp., as Joint Venturer, Associated Southern Investment Company, as Owner Participant, The Connecticut Bank and Trust Company, National Association, as Indenture Trustee, and First National Bank of Minneapolis, as Owner Trustee. Cash Deficiency Agreements also were entered into with respect to each of the other four Owner Participants: Dana Lease Finance Corporation, NYNEX Credit Company, Public Service Resources Corporation, and Southern Indiana Properties, Inc. (Incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company's Current Report on Form 8-K filed April 26, 1988). (10.20)Keepwell Agreement and Assignment dated December 31, 1987 among Pentair, Inc., as Sponsor, Pentair Duluth Corp., as Joint Venturer, and First National Bank of Minneapolis, as Owner Trustee; although First Minneapolis executed this filed document as Owner Trustee for Associated Southern Investment Company, additional Keepwell Agreements and Assignments were entered into by First Minneapolis as Owner Trustee for the other four Owner Participants listed in the description of Exhibit 10.19 above (Incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Company's Current Report on Form 8-K filed April 26, 1988). (10.21)Definition of Terms for Financing Agreement dated December 31, 1987 and the Transaction Documents Referred to Therein: Sale and Leaseback of Undivided Interest in Lake Superior Paper Industries' Supercalendered Paper Mill; although this filed document supplies the definitions applicable to the agreements filed as Exhibits 10.19 and 10.20 above, there were four additional sets of definitions that supply the definitions for the other sets of agreements referred to in the descriptions of those Exhibits with respect to the various Owner Participants (Incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Company's Current Report on Form 8-K filed April 26, 1988). (10.22)Loan and Stock Purchase Agreement dated March 7, 1990 between the Company and the Pentair, Inc. Employee Stock Ownership Plan Trust, acting through State Street Bank and Trust Company, as Trustee (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 21, 1990). (10.23)$56,499,982 Promissory Note dated March 7, 1990 of the Pentair, Inc. Employee Stock Ownership Plan Trust, acting through State Street Bank and Trust Company, as Trustee, to the Company (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed March 21, 1990). (10.24)Agreement for Sale and Purchase of Stock of Cross Pointe Paper Corporation between Pentair, Inc. and Noranda Forest, Inc. dated February 21, 1995 (including Exhibits and only Schedule 13)(Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed April 17, 1995). (11) Statement regarding computation of earnings per share. (13) Annual Report to Shareholders for period ended December 31, 1995. (21) Subsidiaries of Registrant. (23) Consent of Deloitte & Touche. (27) Financial Data Schedules. (b) Reports on Form 8-K. A report on Form 8-K was filed on November 15, 1995 regarding the purchase of Fleck Controls, Inc. of Brookfield, Wisconsin.
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. PENTAIR, INC. By /s/ David D. Harrison David D. Harrison Executive Vice President and Chief Financial Officer Dated: March 22, 1996 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has also been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By /s/ Winslow H. Buxton Dated: March 22, 1996 Winslow H. Buxton, Chairman, President and Chief Executive Officer, Director By /s/ George N. Butzow Dated: March 22, 1996 George N. Butzow, Director By /s/ Charles A. Haggerty Dated: March 22, 1996 Charles A. Haggerty, Director By /s/ Harold V. Haverty Dated: March 22, 1996 Harold V. Haverty, Director By /s/ Quentin J. Hietpas Dated: March 22, 1996 Quentin J. Hietpas, Director By /s/ Walter Kissling Dated: March 22, 1996 Walter Kissling, Director By /s/ D. Eugene Nugent Dated: March 22, 1996 D. Eugene Nugent, Director By /s/ Richard M. Schulze Dated: March 22, 1996 Richard M. Schulze, Director By /s/ Karen E. Welke Dated: March 22, 1996 Karen E. Welke, Director
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Pentair, Inc.: We have audited the consolidated financial statements of Pentair, Inc. and subsidiaries as of December 31, 1995 and 1994, and for each of the three years in the period ended December 31, 1995, and have issued our report thereon dated February 9, 1996; such financial statements and report are included in your 1995 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedule of Pentair, Inc. and subsidiaries listed in Item 14. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. DELOITTE & TOUCHE Minneapolis, Minnesota February 9, 1996 SCHEDULE VIII PENTAIR, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31 <TABLE> <CAPTION> COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E BALANCE AT ADDITIONS - BALANCE BEGINNING CHARGED TO COSTS DEDUCTIONS- AT END OF ($ THOUSANDS) OF PERIOD AND EXPENSES WRITE-OFFS PERIOD Allowance for doubtful accounts and notes receivables <C> <C> <C> <C> <C> 1993 4,676 1,389 (613) 5,452 1994 5,452 2,634 (897) 7,189 1995 7,189 782 (131) 7,840 </TABLE>