8-K

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): November 27, 2012

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, CH-8200, Schaffhausen, Switzerland
(Address of principal executive offices)

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))

ITEM 7.01 Regulation FD Disclosure

On November 27, 2012, Pentair Ltd. issued a press release re-affirming fourth quarter and full year 2012 earnings per share (“EPS”) guidance and providing 2013 EPS guidance. 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 (expected adjusted earnings per share) 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 expected fourth quarter and full year 2012 adjusted earnings per share eliminate certain deal related costs and inventory step-up and customer backlog amortization related to the recent merger (the “Merger”) with Tyco International’s Flow Control business and certain targeted restructuring activities. The expected 2013 adjusted earnings per share eliminate inventory step-up and backlog amortization related to the Merger. 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.

The information contained in Item 7.01 of 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 7.01 of this Current Report on Form 8-K:

Exhibit	Description
99.1	Pentair Ltd. press release dated November 27, 2012 providing financial outlook for 2013 and re-affirming 2012 earnings outlook.

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 November 27, 2012.

PENTAIR LTD.
Registrant
By	/s/ John L. Stauch
	John L. Stauch
	Executive Vice President and Chief Financial Officer

PENTAIR LTD.

Exhibit Index to Current Report on Form 8-K

Dated November 27, 2012

Exhibit Number	Description
99.1	Pentair Ltd. press release dated November 27, 2012 providing financial outlook for 2013 and re-affirming 2012 earnings outlook.

EX-99.1

Exhibit 99.1

News Release

PENTAIR HOSTS 2012 INVESTOR AND ANALYST DAY;

INTRODUCES 2013 GUIDANCE

SCHAFFHAUSEN, Switzerland — November 27, 2012 — Pentair Ltd. (NYSE: PNR) is hosting its annual Investor and Analyst Day in New York City today where Randall J. Hogan, Pentair chairman and chief executive officer, and other members of Pentair’s senior management team will discuss the company’s strategies to achieve sustainable, long-term growth, including 2015 financial goals.

As part of today’s meeting, Pentair is introducing its initial guidance for 2013. For the full year, the company is providing an adjusted net earnings per diluted share from continuing operations (EPS) outlook of $3.10 to $3.30. The company anticipates full year 2013 sales to approximate $7.7 billion, which includes low single-digit organic growth. Pentair expects to continue generating free cash flow in excess of net income for 2013. Further, Pentair intends to provide details on the foundation of the company’s 2015 EPS goal of $5.00. GAAP EPS outlook for 2013 is $2.58-$2.78, which includes anticipated inventory step-up and backlog amortization related to the merger with Tyco’s Flow Control business.

Pentair is also re-affirming its adjusted fourth quarter 2012 EPS guidance of $0.40 to $0.45. These numbers are inclusive of a substantial increase in its share count following the Flow Control merger, anticipated incremental corporate and integration team expenses, estimated deal amortization costs in line with previous estimates, approximately $25 million of anticipated branding/transition costs to be incurred during the fourth quarter, and a tax rate of approximately 30%, which does not yet reflect the tax strategy savings that the company expects to realize in 2013 and beyond.

Further, the company re-affirms its full year 2012 adjusted EPS outlook of a range of $2.30 to $2.35, which includes the items mentioned above. GAAP EPS guidance for the fourth quarter and full year is ($0.22) to ($0.17) and $0.92 to $0.97, respectively, which include anticipated repositioning and deal-related expenses, inventory step-up and backlog amortization, specific tax benefits, and the make-whole provision relating to an early bond redemption.

A live audio webcast of the Investor and Analyst Day event will be available at the company’s website at http://www.pentair.com/ from 8:30 a.m. to 12:00 p.m. Eastern Standard Time. Presentation material will accompany the audio webcast and will be made available for viewing at the beginning of the event. The audio webcast of the event and the slide presentations will be available through the same link within approximately 24 hours of the end of the event. The in-person event is by invitation only.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains statements that Pentair believes to be “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements regarding the anticipated benefits of the merger or Pentair’s anticipated financial results, are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “intends”, “will”, “likely”, “may”, “anticipates”, “estimates”, “projects”, “should”, “would”, “expect”, “positioned”, “strategy”, “future”, “outlook”, guidance” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond Pentair’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the ability to successfully integrate Pentair and the flow control business and achieve expected benefits from the merger; overall global economic and business conditions; competition and pricing pressures in the markets Pentair serves; the strength of housing and related markets; volatility in currency exchange rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; increased risks associated with operating foreign businesses; the ability to deliver backlog and win future project work; failure of market to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve Pentair’s long-term strategic operating goals. Additional information concerning these and other factors is contained in Pentair’s filings with the U.S. Securities and Exchange Commission (“SEC”), including in Pentair’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2012. All forward-looking statements speak only as of the date of this press release. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this press release.

ABOUT PENTAIR LTD.

Pentair Ltd. (www.pentair.com) delivers industry-leading products, services and solutions for its customers’ diverse needs in water and other fluids, thermal management, and equipment protection. With pro forma revenues of approximately $8 billion, Pentair employs more than 30,000 people worldwide.

PENTAIR CONTACTS:

Investors:

Jim Lucas, Vice President of Investor Relations

Direct: 763-656-5575

Email: jim.lucas@pentair.com

Media:

Betsy Day, Corporate Communications Manager

Direct: 763-656-5537

Email: betsy.day@pentair.com

Pentair Ltd. and Subsidiaries

Reconciliation of the GAAP “As Reported” year ending December 31, 2012 and 2013 to the “Adjusted” non-GAAP

excluding the effects of adjustments (Unaudited)

Total Pentair	Forecast			Forecast
In millions, except per-share data	2012			2013
Net sales		approx. $4,400			approx. $7,600 - $7,800
Operating income—as reported		approx. 286 - 292			approx. 799 - 819
% of net sales		approx. 6.5	%		approx. 10.5	%
Adjustments:
Deal related costs		76			—
Restructuring		47			—
Inventory step-up and customer backlog		80			141
Operating income—as adjusted		approx. 489 - 495			approx. 940 - 960
% of net sales		approx. 11.0	%		approx. 12.3	%
Net income attributable to Pentair Ltd.—as reported		approx. 116 - 126			approx. 536 - 556
Bond redemption and interest expense		53			—
Other adjustments net of tax		132			106
Net income from continuing operations attributable to Pentair Ltd.—as adjusted		approx. 301 - 311			approx. 642 - 662
Continuing earnings per common share attributable to Pentair Ltd.—diluted
Diluted earnings per common share—as reported		$0.92 - $0.97			$2.58 - $2.78
Adjustments		1.38			0.52
Diluted earnings per common share—as adjusted		$2.30 - $2.35			$3.10 - $3.30

Pentair Ltd. and Subsidiaries

Reconciliation of the GAAP “As Reported” year ending December 31, 2012 to the “Adjusted” non-GAAP

excluding the effect of 2012 adjustments (Unaudited)

										Forecast
Total Pentair	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
In millions, except per-share data	2012			2012			2012			2012
Net sales		$858.2			$941.5			$865.5			approx $1,800
Operating income—as reported		85.0			117.8			53.7			approx 30 - 35
% of net sales		9.9	%		12.5	%		6.2	%		approx. 2.0	%
Adjustments:
Deal related costs and expenses		11.8			6.3			52.7			5
Inventory step-up and customer backlog		—			—			—			80
Restructuring		—			10.4			1.1			35
Operating income—as adjusted		96.8			134.5			107.5			approx 150 - 155
% of net sales		11.3	%		14.3	%		12.4	%		approx. 8.5	%
Net income attributable to Pentair Ltd.—as reported		60.8			71.8			30.4			approx (47) - (37)
Bond redemption and interest expense		(1.2)			—			2.5			51
Other adjustments net of tax		4.4			11.9			32.6			83
Net income from continuing operations attributable to Pentair Ltd.—as adjusted		64.0			83.7			65.5			approx 87 - 97
Continuing earnings per common share attributable to Pentair Ltd.—diluted
Diluted earnings per common share—as reported		$0.61			$0.71			$0.30			($0.22) - ($0.17)
Adjustments		0.03			0.12			0.34			0.62
Diluted earnings per common share—as adjusted		$0.64			$0.83			$0.64			$0.40 - $0.45