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): April 26, 2013

Commission file number 001-11625

 

 

Pentair Ltd.

(Exact name of Registrant as specified in its charter)

 

 

 

Switzerland		98-1050812
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification number)

Freier Platz 10, 8200 Schaffhausen, Switzerland

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: 41-52-630-48-00

 

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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ITEM 7.01

Regulation FD Disclosure

On April 23, 2013, Pentair Ltd. (the “Company”) issued a press release announcing its earnings for the first quarter of 2013. The Company is furnishing the following information to (1) correct the forecast second quarter 2013 and forecast year 2013 net sales for the Company’s Valves & Controls segment and (2) provide ranges for the forecast second quarter 2013 and forecast year 2013 operating income for all three of its segments.

Pentair Ltd. and Subsidiaries

Reconciliation of the GAAP “As Reported” year ended December 31, 2013 to the “Adjusted” non-GAAP

excluding the effect of 2013 adjustments (Unaudited)

 

In millions		First Quarter 2013				Forecast Second Quarter 2013								Forecast Year 2013
Water & Fluid Solutions
Net sales		$	782				approx				$940				approx				$3,410
Operating income - as reported			75				approx				142-147				approx				437-442
% of net sales			9.6	%			approx				15.6	%			approx				13.0	%
Adjustments:
Restructuring			7								—				approx				7
Inventory step-up and customer backlog			1								—				approx				1
Operating income - as adjusted			83				approx				142-147				approx				445-450
% of net sales			10.6	%			approx				15.6	%			approx				13.2	%
Valves & Controls
Net sales		$	586				approx				$610				approx				$2,440
Operating income (loss) - as reported			(19	)			approx				70-75				approx				201-206
% of net sales			(3.2	%)			approx				11.9	%			approx				8.4	%
Adjustments:
Restructuring			8								—				approx				8
Inventory step-up and customer backlog			70				approx				8				approx				78
Operating income - as adjusted			59				approx				78-83				approx				287-292
% of net sales			10.1	%			approx				12.8	%			approx				12.0	%
Technical Solutions
Net sales		$	410				approx				$410				approx				$1,710
Operating income - as reported			53				approx				66-71				approx				305-310
% of net sales			13.0	%			approx				17.4	%			approx				18.1	%
Adjustments:
Restructuring			11								—				approx				11
Inventory step-up and customer backlog			6								—				approx				6
Operating income - as adjusted			70				approx				66-71				approx				322-327
% of net sales			17.0	%			approx				17.4	%			approx				19.1	%

 

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SIGNATURES

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, hereunto duly authorized, on April 26, 2013.