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Cover and table of contents

10-K 1 pnr-20131231x10k.htm FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2013

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-11625

Pentair Ltd.

(Exact name of Registrant as specified in its charter)

Switzerland98-1050812
(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)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on which registered
Common Shares, CHF 0.50 par valueNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit to post such files). Yes þ 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. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þAccelerated filer oNon-accelerated filer oSmaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

Aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of $57.69 per share as reported on the New York Stock Exchange on June 28, 2013 (the last business day of Registrant’s most recently completed second quarter): $11,254,968,822

The number of shares outstanding of Registrant’s only class of common stock on December 31, 2013 was 197,356,157.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the Registrant’s definitive proxy statement for its annual meeting to be held on May 20, 2014, are incorporated by reference in this Form 10-K in response to Part III, ITEM 10, 11, 12, 13 and 14.

Pentair Ltd.

Annual Report on Form 10-K

For the Year Ended December 31, 2013

Page
PART I
ITEM 1.Business1
ITEM 1A.Risk Factors6
ITEM 1B.Unresolved Staff Comments22
ITEM 2.Properties22
ITEM 3.Legal Proceedings22
ITEM 4.Mine Safety Disclosures24
PART II
ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26
ITEM 6.Selected Financial Data29
ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations30
ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk52
ITEM 8.Financial Statements and Supplementary Data54
ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure105
ITEM 9A.Controls and Procedures105
ITEM 9B.Other Information105
PART III
ITEM 10.Directors, Executive Officers and Corporate Governance106
ITEM 11.Executive Compensation106
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters107
ITEM 13.Certain Relationships and Related Transactions and Director Independence107
ITEM 14.Principal Accounting Fees and Services107
PART IV
ITEM 15.Exhibits, Financial Statement Schedules108
Signatures109

PART I

Next: Item 1. BUSINESS