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xyl-20230207
0001524472false00015244722023-02-072023-02-07
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 7, 2023
XYLEM INC.
(Exact name of registrant as specified in its charter)
Indiana001-3522945-2080495
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
301 Water Street SE20003
WashingtonDC
(Address of principal executive offices)(Zip Code)
(202) 869-9150
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange of which registered
Common Stock, par value $0.01 per shareXYLNew York Stock Exchange

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 (see General Instruction A.2. below):
☐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))
☐Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨


Item 2.02Results of Operations and Financial Condition
On February 7, 2023, Xylem Inc. issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
Exhibit
   No.		Description
Press Release issued by Xylem Inc. on February 7, 2023.
104.0The cover page from Xylem Inc.'s Form 8-K, formatted in Inline XBRL (included as Exhibit 101).




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.
XYLEM INC.
Date: February 7, 2023By:/s/ Sandra E. Rowland
Sandra E. Rowland
Senior Vice President & Chief Financial Officer
(Authorized Officer of Registrant)
Document

Exhibit 99.1
https://cdn.kscope.io/6ce83563edee8aa617b54475a99cfefc-xylemlogoa18a.jpg

Xylem Inc.
301 Water Street SE, Suite 200
Washington, DC 20003
Tel +1.202.869.9150

Contacts:MediaInvestors
Houston Spencer +1 (914) 323-5723
Andrea van der Berg +1 (914) 260-8612
houston.spencer@xylem.comandrea.vanderberg@xylem.com

Xylem Reports Fourth Quarter and Full-Year 2022 Earnings

•Fourth quarter revenue grew 14%, up 20% organically
•Fourth quarter earnings per share of $0.82, up 32%; adjusted earnings per share of $0.92, up 46%
•Full-year revenue grew 6%, up 11% organically
•Full-year earnings per share of $1.96, down 17%; adjusted earnings per share of $2.85, up 14%
•Provides 2023 organic revenue growth guidance range of 4% to 6% and adjusted earnings per share range of $3.00 to $3.25

WASHINGTON D.C., February 7, 2023 – Xylem Inc. (NYSE: XYL), a leading global water technology company dedicated to solving the world’s most challenging water issues, today reported fourth quarter revenue of $1.5 billion, and full-year 2022 revenue of $5.5 billion, surpassing prior guidance, with strong commercial and operational execution. While fourth quarter orders were down 9 percent on a reported basis and down 3 percent organically, the Company grew backlog 14 percent organically on resilient underlying demand. On January 23, Xylem announced it had agreed to acquire Evoqua in a $7.5 billion, all-stock transaction, creating a transformative platform to address intensifying water challenges, globally.

Fourth quarter earnings exceeded Xylem’s previous guidance. Net income was $149 million, or $0.82 per share. Net income margin increased 140 basis points to 9.9 percent. These results included increased restructuring and realignment costs and higher taxes during the quarter. Adjusted net income was $168 million, or $0.92 per share, which excludes the impacts of restructuring, realignment and special charges. Fourth quarter adjusted earnings before interest, tax, depreciation and amortization (EBITDA) margin was 18.7 percent, reflecting a year-over-year increase of 250 basis points. Strong price realization offset inflation and, coupled with productivity savings and higher volume, drove the margin expansion, exceeding the impact of strategic investments.

For the full year, net income was $355 million, or $1.96 per share. Net income margin decreased 180 basis points to 6.4 percent. These results were mainly driven by a previously announced, one-time non-cash pension plan settlement. Adjusted net income was $516 million, or $2.85 per share, which excludes the impacts of restructuring, realignment and special charges. Full-year adjusted EBITDA margin was 17.0 percent, reflecting a year-over-year decrease of 10 basis points. Inflation, strategic investments and the impact of chip shortages in the first half exceeded the benefits of price realization and productivity savings. The Company generated $596 million of operating cash flow, representing a 168 percent conversion, and $388 million of free cash flow, representing an 80 percent conversion of net income excluding the non-cash impairment charges and non-cash pension plan settlement.



“The team drove fourth quarter results well above expectations, with very strong performance across all business segments and regions,” said Patrick Decker, Xylem president and CEO. “Resilient demand and strong backlog execution delivered robust double-digit revenue growth with significant margin expansion. That out-performance in the fourth quarter and throughout 2022 has fueled healthy momentum coming into 2023.”

“Our customer focus and operational discipline are building on a foundation of resilient underlying demand for the value of Xylem’s offering in our largest end-markets,” continued Decker. “As trends driving water investment continue to intensify, we are confident about delivering full-year 2023 growth in the mid-single digits, with significant margin expansion, tracking solidly toward Xylem’s longer-term growth milestones. Of course, we’re very excited about the transformative agreement we have announced to acquire Evoqua. The combination will be positioned to have greater impact in addressing the world’s water challenges and create even more value for shareholders. Until the transaction closes, however, we remain focused on delivering our commitments to our stakeholders, as we plan for a smooth integration.”

Xylem announced that its Board of Directors declared a first quarter dividend in the amount of $0.33 per share, an increase of 10 percent. The dividend is payable on March 22, 2023, to shareholders of record as of February 22, 2023.

Full-year 2023 Outlook

Xylem’s full-year and first quarter 2023 guidance does not reflect the planned acquisition of Evoqua, which was announced on January 23, 2023, and is expected to close mid-year 2023. Additional information about the proposed transaction is available at www.xylem.com/investors.

Xylem forecasts full-year 2023 revenue in the range of $5.70 to $5.80 billion, up 3 to 5 percent on a reported basis and up 4 to 6 percent on an organic basis.

Full-year 2023 adjusted EBITDA margin is expected to be in the range of 17.5 to 18.0 percent, an increase of 50 to 100 basis points. This results in adjusted earnings per share of $3.00 to $3.25, which represents an increase of 5 to 14 percent from Xylem’s 2022 adjusted results. Full-year free cash flow conversion to net income is expected to be 100 percent.

Further 2023 planning assumptions are included in Xylem’s fourth quarter 2022 earnings materials posted at www.xylem.com/investors. Excluding revenue, Xylem provides guidance only on a non-GAAP basis due to the inherent difficulty in forecasting certain amounts that would be included in GAAP earnings, such as discrete tax items, without unreasonable effort.

Fourth Quarter Segment Results

Water Infrastructure

Xylem’s Water Infrastructure segment consists of its portfolio of businesses serving clean water delivery, wastewater transport and treatment, and dewatering.

•Fourth quarter 2022 revenue was $668 million, a 7 percent increase, 15 percent organically, compared with fourth quarter 2021. This strong growth was driven by price realization, robust utilities and industrials demand in the US and Western Europe, and dewatering demand in Emerging Markets.

•Fourth quarter reported operating income for the segment was $132 million, an 8 percent increase versus the comparable period last year. Adjusted operating income for the segment, which excludes $4 million of restructuring and realignment costs, was $136 million, a 10 percent


increase versus the comparable period last year. Reported operating margin for the segment was 19.8 percent, up 20 basis points versus the prior year, and adjusted operating margin was 20.4 percent, up 50 basis points versus the prior year. Adjusted EBITDA margin was 22.5 percent, up 80 basis points from the prior year. Favorable price realization net of inflation and higher volume more than offset strategic investments.

Applied Water

Xylem’s Applied Water segment consists of its portfolio of businesses in industrial, commercial building, and residential applications.

•Fourth quarter 2022 revenue was $455 million, a 12 percent increase, 17 percent organically, year-over-year. The robust growth was driven by strong price realization across all end-markets and regions.

•Fourth quarter reported operating income for the segment was $61 million, a 22 percent increase versus comparable period last year, and adjusted operating income, which excludes $9 million of restructuring and realignment costs, was $70 million, a 35 percent increase versus the comparable period last year. The segment reported operating margin was 13.4 percent, up 110 basis points versus the prior year period. Adjusted operating margin increased 260 basis points over the prior year period to 15.4 percent. Adjusted EBITDA margin was 16.5 percent, up 270 basis points from the prior year. Margin expansion was driven by strong price realization, more than offsetting inflation, coupled with productivity savings.

Measurement & Control Solutions

Xylem’s Measurement & Control Solutions segment consists of its portfolio of businesses in smart metering, network technologies, advanced infrastructure analytics, and analytic instrumentation.

•Fourth quarter 2022 revenue was $383 million, up 30 percent, 35 percent organically, versus the prior year. The robust growth is driven by improved chip supply compared to prior year, as well as strength in our water quality test and pipeline assessment applications.

•Fourth quarter reported operating income for the segment was $19 million, compared to $17 million loss in the comparable period last year, and adjusted operating income, which excludes $3 million of restructuring and realignment costs and $1 million of special charges, was $23 million, compared to $15 million loss in comparable period last year. The segment reported operating margin was 5.0 percent, up 1080 basis points versus the prior year period. Adjusted operating margin of 6.0 percent increased 1110 basis points over the prior year period. Adjusted EBITDA margin was 15.1 percent, up 800 basis points from the prior year. Strong price realization offset inflation and, coupled with productivity savings and higher volume, drove the margin expansion, exceeding the impact of strategic investments.

Supplemental information on Xylem’s fourth quarter 2022 earnings and reconciliations for certain non-GAAP items is posted at www.xylem.com/investors.

###
About Xylem

Xylem (XYL) is a leading global water technology company committed to solving critical water and infrastructure challenges with innovation. Our more than 17,000 diverse employees delivered revenue of $5.5 billion in 2022. We are creating a more sustainable world by enabling our customers to optimize


water and resource management, and helping communities in more than 150 countries become water-secure. Join us at www.xylem.com.

Forward-Looking Statements

This press release contains “forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” "contemplate," "predict," “forecast,” “likely,” “believe,” “target,” “will,” “could,” “would,” “should,” "potential," "may" and similar expressions or their negative, may, but are not necessary to, identify forward-looking statements. By their nature, forward-looking statements address uncertain matters and include any statements that are not historical, such as statements about our strategy, financial plans, outlook, objectives, plans, intentions or goals (including those related to our social, environmental and other sustainability goals); or address possible or future results of operations or financial performance, including statements relating to orders, revenues, operating margins and earnings per share growth.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Additionally, many of these risks and uncertainties are, and may continue to be, amplified by impacts from the global economic and geopolitical climate, including as a result of the war between Russia and Ukraine, the coronavirus (“COVID-19”) pandemic, and macroeconomic conditions, including inflation. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in or implied by our forward-looking statements include, among others, the following: the impact of overall industry and general economic conditions, including industrial, governmental, and public and private sector spending, inflation, interest rates and related monetary policy by governments in response to inflation, and the strength of the residential and commercial real estate markets, on economic activity and our operations; geopolitical events, including the war between Russia and Ukraine, and regulatory, economic, foreign exchange and other risks associated with our global sales, supply chain and operations, including with respect to domestic content requirements applicable to projects with governmental funding; continued uncertainty around the ongoing impacts of the COVID-19 pandemic on the macroeconomy and our business, operations, growth, and financial condition; actual or potential outbreaks of other epidemics, pandemics or global health crises; manufacturing and operating cost increases due to macroeconomic conditions, including inflation, tight labor markets, prevailing price levels, exchange rates, tariffs and trade protection measures, energy supply, supply chain shortages, logistics challenges, and other factors; demand for our products; competition, including disruption, failure to commercialize innovative technologies, or pricing pressures in the markets we serve; cybersecurity incidents or other disruptions of information technology systems on which we rely, or involving our products; availability, shortage or delays in receiving products, parts, including electronic components (in particular, semiconductors), raw materials and energy from our supply chain; disruptions in operations at our facilities or that of third parties upon which we rely; ability to retain and attract senior management and other diverse and key talent, as well as competition for overall talent and labor; defects, security, warranty and liability claims, and recalls with respect to products; uncertainty related to restructuring and realignment actions and related costs and savings; our ability to continue strategic investments for growth; our ability to successfully identify, execute, consummate and integrate acquisitions; availability, regulation or interference with radio spectrum used by certain of our products; volatility in served markets or impacts on business and operations due to weather conditions, including the effects of climate change and related mitigation efforts by governmental or regulatory authorities; our ability to achieve our sustainability-related commitments; fluctuations in foreign currency exchange rates; difficulty predicting our financial results; risk of future impairments to goodwill and other intangible assets; changes in our effective tax rates or tax expenses; risks related to our pension and other defined benefit plans; our ability to borrow or refinance our existing indebtedness, and uncertainty around the availability of liquidity sufficient to meet our needs; failure to comply with, or changes in, laws or regulations, including those pertaining to anti-corruption, trade, data privacy and security, our products, competition, and the environment and climate change; legal, governmental or regulatory claims, investigations or proceedings and associated contingent liabilities; infringement or expiration of our intellectual property rights or claims that we have infringed the rights of others; and other factors set forth


under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 ("2021 Annual Report") and in subsequent filings we make with the Securities and Exchange Commission (“SEC”).

Additionally, risks and uncertainties relating to our plans to acquire Evoqua could cause our actual results to differ, perhaps materially, from those indicated by these forward-looking statements, including: the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals of the transaction from the shareholders of Xylem or stockholders of Evoqua or from regulators are not obtained; litigation relating to the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; risks that the proposed transaction disrupts the current plans or operations of Xylem or Evoqua; the ability of Xylem and Evoqua to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to relationships with customers, suppliers, distributors and other business partners resulting from the announcement or completion of the transaction; the combined company’s ability to achieve the synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined company’s existing businesses.

Forward-looking and other statements in this press release regarding our environmental and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or are required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking social, environmental and sustainability related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. All forward-looking statements made herein are based on information currently available to us as of the date of this Report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.



XYLEM INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS (Unaudited)
(in millions, except per share data)
Year Ended December 31,202220212020
Revenue$5,522 $5,195 $4,876 
Cost of revenue3,438 3,220 3,046 
Gross profit2,084 1,975 1,830 
Selling, general and administrative expenses1,227 1,179 1,143 
Research and development expenses 206 204 187 
Restructuring and asset impairment charges29 7 75 
Goodwill impairment charge— — 58 
Operating income622 585 367 
Interest expense50 76 77 
U.K. pension settlement expense140 — — 
Other non-operating income (expense), net7 — (5)
Gain on sale of businesses1 2 — 
Income before taxes440 511 285 
Income tax expense85 84 31 
Net income355 427 254 
Earnings per share:
Basic$1.97 $2.37 $1.41 
Diluted$1.96 $2.35 $1.40 
Weighted average number of shares:
Basic180.2180.2180.1
Diluted181.0181.5181.1



XYLEM INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions, except per share amounts)
December 31,20222021
ASSETS
Current assets:
Cash and cash equivalents$944 $1,349 
Receivables, less allowances for discounts, returns and credit losses of $50 and $44 in 2022 and 2021, respectively1,096 953 
Inventories799 700 
Prepaid and other current assets173 158 
Total current assets3,012 3,160 
Property, plant and equipment, net630 644 
Goodwill2,719 2,792 
Other intangible assets, net930 1,016 
Other non-current assets661 664 
Total assets$7,952 $8,276 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$723 $639 
Accrued and other current liabilities867 752 
Total current liabilities1,590 1,391 
Long-term debt, net1,880 2,440 
Accrued post-retirement benefits286 438 
Deferred income tax liabilities222 287 
Other non-current accrued liabilities471 494 
Total liabilities4,449 5,050 
Stockholders’ equity:
Common stock — par value $0.01 per share:
Authorized 750.0 shares, issued 196.0 and 195.6 shares in 2022 and 2021, respectively2 2 
Capital in excess of par value2,134 2,089 
Retained earnings2,292 2,154 
Treasury stock – at cost 15.2 shares and 14.5 shares in 2021 and 2020, respectively(708)(656)
Accumulated other comprehensive loss(226)(371)
Total stockholders’ equity3,494 3,218 
Non-controlling interest9 8 
Total equity3,503 3,226 
Total liabilities and stockholders’ equity$7,952 $8,276 



XYLEM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)
Year Ended December 31,202220212020
Operating Activities
Net income$355 $427 $254 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation111 118 117 
Amortization125 127 134 
Deferred income taxes(64)10 (31)
Share-based compensation37 33 26 
Restructuring and asset impairment charges29 7 75 
Goodwill impairment charge— — 58 
U.K. pension settlement expense140 — — 
Gain from sale of businesses(1)(2)— 
Other, net(4)8 46 
Payments for restructuring(11)(25)(36)
Contributions to post-retirement benefit plans(19)(29)(27)
Changes in assets and liabilities (net of acquisitions):
Changes in receivables(192)(70)109 
Changes in inventories(147)(167)(5)
Changes in accounts payable117 81 (39)
Changes in accrued liabilities57 7 101 
Changes in accrued taxes57 (9)20 
Net changes in other assets and liabilities6 22 22 
Net Cash — Operating activities596 538 824 
Investing Activities
Capital expenditures(208)(208)(183)
Proceeds from sale of businesses1 10 — 
Cash received from investments8 3 200 
Cash paid for investments(11)— (200)
Cash received from cross-currency swaps28 14 12 
Settlement of currency forward agreement(10)— — 
Other, net1 (2)2 
Net Cash — Investing activities(191)(183)(169)
Financing Activities
Short-term debt issued, net— — 359 
Short-term debt repaid, net— — (640)
Long-term debt issued, net— — 985 
Long-term debt repaid, net(527)(600)— 
Repurchase of common stock(52)(68)(61)
Proceeds from exercise of employee stock options8 19 20 
Dividends paid(217)(203)(188)
Other, net(2)(3)(2)
Net Cash — Financing activities(790)(855)473 
Effect of exchange rate changes on cash
(20)(26)23 
Net change in cash and cash equivalents(405)(526)1,151 
Cash and cash equivalents at beginning of year
1,349 1,875 724 
Cash and cash equivalents at end of year$944 $1,349 $1,875 
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest$76 $99 $77 
Income taxes (net of refunds received)$91 $83 $41 


Xylem Inc. Non-GAAP Measures
Management reviews key performance indicators including revenue, gross margins, segment operating income and margins, orders growth, working capital and backlog, among others. In addition, we consider certain non-GAAP (or “adjusted”) measures to be useful to management and investors evaluating our operating performance for the periods presented, and to provide a tool for evaluating our ongoing operations, liquidity and management of assets. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives, including but not limited to, dividends, acquisitions, share repurchases and debt repayment. Excluding revenue, Xylem provides guidance only on a non-GAAP basis due to the inherent difficulty in forecasting certain amounts that would be included in GAAP earnings, such as discrete tax items, without unreasonable effort. These adjusted metrics are consistent with how management views our business and are used to make financial, operating and planning decisions. These metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute for revenue, operating income, net income, earnings per share (basic and diluted) or net cash from operating activities as determined in accordance with GAAP. We consider the following items to represent the non-GAAP measures we consider to be key performance indicators, as well as the related reconciling items to the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

“Organic revenue” and “Organic orders” defined as revenue and orders, respectively, excluding the impact of fluctuations in foreign currency translation and contributions from acquisitions and divestitures. Divestitures include sales or discontinuance of insignificant portions of our business that did not meet the criteria for classification as a discontinued operation. The period-over-period change resulting from foreign currency translation impacts is determined by translating current period and prior period activity using the same currency conversion rate.
“Constant currency” defined as financial results adjusted for foreign currency translation impacts by translating current period and prior period activity using the same currency conversion rate. This approach is used for countries whose functional currency is not the U.S. dollar.
“EBITDA” defined as earnings before interest, taxes, depreciation and amortization expense. “Adjusted EBITDA” and “Adjusted Segment EBITDA” reflects the adjustments to EBITDA and segment EBITDA, respectively, to exclude share-based compensation charges, restructuring and realignment costs, gain or loss from sale of businesses and special charges.
“Adjusted EBITDA Margin” and “Adjusted Segment EBITDA margin” defined as adjusted EBITDA and adjusted segment EBITDA divided by total revenue and segment revenue, respectively.
“Adjusted Operating Income”, “Adjusted Segment Operating Income”, “Adjusted Net Income” and “Adjusted EPS” defined as operating income, segment operating income, net income and earnings per share, adjusted to exclude restructuring and realignment costs, gain or loss from sale of businesses, special charges and tax-related special items, as applicable.
“Adjusted Operating Margin” and “Adjusted Segment Operating Margin” defined as adjusted operating income and adjusted segment operating income divided by total revenue and segment revenue, respectively.
“Free Cash Flow” defined as net cash from operating activities, as reported in the Statement of Cash Flows, less capital expenditures, and “Free Cash Flow Conversion” defined as free cash flows divided by net income, excluding the gain on sale of businesses and other significant non-cash impacts, such as non-cash impairment charges and significant deferred tax items. Our definitions of "free cash flow" and "free cash flow conversion" do not consider certain non-discretionary cash payments, such as debt.
“Realignment costs” defined as costs not included in restructuring costs that are incurred as part of actions taken to reposition our business, including items such as professional fees, severance, relocation, travel, facility set-up and other costs.
“Special charges” defined as costs incurred by the Company, such as acquisition and integration related costs, non-cash impairment charges and both operating and non-operating adjustments for costs related to the UK pension plan buyout.
“Tax-related special items” defined as tax items, such as tax return versus tax provision adjustments, tax exam impacts, tax law change impacts, excess tax benefits/losses and other discrete tax adjustments.



Xylem Inc. Non-GAAP Reconciliation
Reported vs. Organic & Constant Currency Orders
($ Millions)
(As Reported - GAAP)(As Adjusted - Organic)Constant Currency
(A)(B)(C)(D)(E)=B+C+D(F) = E/A(G) = (E - C) / A
OrdersOrdersChange 2021 v. 2020% Change 2021 v. 2020Acquisitions/
Divestitures		FX
Impact		Change
Adj.
2021 v. 2020		% Change
Adj. 2021 v. 2020
20222021
Year Ended December 31
Xylem Inc.6,257 6,300 (43)(1)%18 279 254 4 %4 %
Water Infrastructure2,607 2,471 136 6 %— 166 302 12 %12 %
Applied Water1,794 1,860 (66)(4)%— 68 2 0 %0 %
Measurement & Control Solutions1,856 1,969 (113)(6)%18 45 (50)(3)%(3)%
Quarter Ended December 31
Xylem Inc.1,439 1,584 (145)(9)%— 90 (55)(3)%(3)%
Water Infrastructure622 598 24 4 %— 53 77 13 %13 %
Applied Water400 451 (51)(11)%— 23 (28)(6)%(6)%
Measurement & Control Solutions417 535 (118)(22)%— 14 (104)(19)%(19)%
Quarter Ended September 30
Xylem Inc.1,419 1,518 (99)(7)%7 82 (10)(1)%(1)%
Water Infrastructure594 623 (29)(5)%— 47 18 3 %3 %
Applied Water409 446 (37)(8)%— 20 (17)(4)%(4)%
Measurement & Control Solutions416 449 (33)(7)%7 15 (11)(2)%(4)%
Quarter Ended June 30
Xylem Inc.1,684 1,660 24 1 %5 67 96 6 %5 %
Water Infrastructure731 639 92 14 %— 42 134 21 %21 %
Applied Water480 486 (6)(1)%— 15 9 2 %2 %
Measurement & Control Solutions473 535 (62)(12)%5 10 (47)(9)%(10)%
Quarter Ended March 31
Xylem Inc.1,715 1,538 177 12 %6 40 223 14 %14 %
Water Infrastructure660 611 49 8 %— 24 73 12 %12 %
Applied Water505 477 28 6 %— 10 38 8 %8 %
Measurement & Control Solutions550 450 100 22 %6 6 112 25 %24 %



Xylem Inc. Non-GAAP Reconciliation
Reported vs. Organic & Constant Currency Revenue
($ Millions)
(As Reported - GAAP)(As Adjusted - Organic)Constant Currency
(A)(B)(C)(D)(E) = B+C+D(F) = E/A(G) = (E - C) / A
RevenueRevenueChange 2021 v. 2020% Change 2021 v. 2020Acquisitions/
Divestitures		FX
Impact		Change
Adj.
2021 v. 2020		% Change
Adj. 2021 v. 2020
20222021
Year Ended December 31
Xylem Inc.5,522 5,195 327 6 %9 259 595 11 %11 %
Water Infrastructure2,364 2,247 117 5 %— 149 266 12 %12 %
Applied Water1,767 1,613 154 10 %— 66 220 14 %14 %
Measurement & Control Solutions1,391 1,335 56 4 %9 44 109 8 %7 %
Quarter Ended December 31
Xylem Inc.1,506 1,323 183 14 %— 86 269 20 %20 %
Water Infrastructure668 622 46 7 %— 50 96 15 %15 %
Applied Water455 406 49 12 %— 22 71 17 %17 %
Measurement & Control Solutions383 295 88 30 %— 14 102 35 %35 %
Quarter Ended September 30
Xylem Inc.1,380 1,265 115 9 %4 80 199 16 %15 %
Water Infrastructure574 547 27 5 %— 46 73 13 %13 %
Applied Water458 400 58 15 %— 21 79 20 %20 %
Measurement & Control Solutions348 318 30 9 %4 13 47 15 %14 %
Quarter Ended June 30
Xylem Inc.1,364 1,351 13 1 %3 60 76 6 %5 %
Water Infrastructure589 569 20 4 %— 34 54 9 %9 %
Applied Water429 414 15 4 %— 15 30 7 %7 %
Measurement & Control Solutions346 368 (22)(6)%3 11 (8)(2)%(3)%
Quarter Ended March 31
Xylem Inc.1,272 1,256 16 1 %2 33 51 4 %4 %
Water Infrastructure533 509 24 5 %— 19 43 8 %8 %
Applied Water425 393 32 8 %— 8 40 10 %10 %
Measurement & Control Solutions314 354 (40)(11)%2 6 (32)(9)%(10)%


Xylem Inc. Non-GAAP Reconciliation
Adjusted Operating Income
($ Millions)
Q1Q2Q3Q4YTD
2022202120222021202220212022202120222021
Total Revenue
• Total Xylem1,272 1,256 1,364 1,351 1,380 1,265 1,506 1,323 5,522 5,195 
• Water Infrastructure533 509 589 569 574 547 668 622 2,364 2,247 
• Applied Water425 393 429 414 458 400 455 406 1,767 1,613 
• Measurement & Control Solutions314 354 346 368 348 318 383 295 1,391 1,335 
Operating Income
• Total Xylem111 133 146 160 168 152 197 140 622 585 
• Water Infrastructure74 71 108 93 104 101 132 122 418 387 
• Applied Water59 66 61 64 77 60 61 50 258 240 
• Measurement & Control Solutions(10)9 (5)13 (2)7 19 (17)2 12 
• Total Segments123 146 164 170 179 168 212 155 678 639 
Operating Margin
• Total Xylem8.7 %10.6 %10.7 %11.8 %12.2 %12.0 %13.1 %10.6 %11.3 %11.3 %
• Water Infrastructure13.9 %13.9 %18.3 %16.3 %18.1 %18.5 %19.8 %19.6 %17.7 %17.2 %
• Applied Water13.9 %16.8 %14.2 %15.5 %16.8 %15.0 %13.4 %12.3 %14.6 %14.9 %
• Measurement & Control Solutions(3.2)%2.5 %(1.4)%3.5 %(0.6)%2.2 %5.0 %(5.8)%0.1 %0.9 %
• Total Segments9.7 %11.6 %12.0 %12.6 %13.0 %13.3 %14.1 %11.7 %12.3 %12.3 %
Special Charges
• Total Xylem1 2 1 — 13 1 1 1 16 4 
• Water Infrastructure— — — — — — — — — — 
• Applied Water— 1 — — — — — — — 1 
• Measurement & Control Solutions— — 1 — 12 — 1 — 14 — 
• Total Segments— 1 1 — 12 — 1 — 14 1 
Restructuring & Realignment Costs
• Total Xylem4 8 8 6 6 2 16 6 34 22 
• Water Infrastructure1 5 3 4 3 1 4 2 11 12 
• Applied Water1 1 2 2 1 2 9 2 13 7 
• Measurement & Control Solutions2 2 3 — 2 (1)3 2 10 3 
• Total Segments4 8 8 6 6 2 16 6 34 22 
Adjusted Operating Income
• Total Xylem116 143 155 166 187 155 214 147 672 611 
• Water Infrastructure75 76 111 97 107 102 136 124 429 399 
• Applied Water60 68 63 66 78 62 70 52 271 248 
• Measurement & Control Solutions(8)11 (1)13 12 6 23 (15)26 15 
• Total Segments127 155 173 176 197 170 229 161 726 662 
Adjusted Operating Margin
• Total Xylem9.1 %11.4 %11.4 %12.3 %13.6 %12.3 %14.2 %11.1 %12.2 %11.8 %
• Water Infrastructure14.1 %14.9 %18.8 %17.0 %18.6 %18.6 %20.4 %19.9 %18.1 %17.8 %
• Applied Water14.1 %17.3 %14.7 %15.9 %17.0 %15.5 %15.4 %12.8 %15.3 %15.4 %
• Measurement & Control Solutions(2.5)%3.1 %(0.3)%3.5 %3.4 %1.9 %6.0 %(5.1)%1.9 %1.1 %
• Total Segments10.0 %12.3 %12.7 %13.0 %14.3 %13.4 %15.2 %12.2 %13.1 %12.7 %


Xylem Inc. Non-GAAP Reconciliation
Adjusted Diluted EPS
($ Millions, except per share amounts)
Q4 2022Q4 2021
As ReportedAdjustmentsAdjustedAs ReportedAdjustmentsAdjusted
Total Revenue1,506 — 1,506 1,323 — 1,323 
Operating Income197 17  a 214 140 7  a 147 
Operating Margin13.1 % 14.2 %10.6 %11.1 %
Interest Expense(13) (13)(13)— (13)
Other Non-Operating Income (Expense)5  5 (1)3 b2 
Income before Taxes189 — 206 126 10 136 
Provision for Income Taxes(40)2  c (38)(13)(8) c (21)
Net Income attributable to Xylem149 2 168 113 2 115 
Diluted Shares181.3 181.3 181.6 181.6 
Diluted EPS$0.82 $0.10 $0.92 $0.62 $0.01 $0.63 
Year-over-year currency translation impact on current year diluted EPS$(0.08)$(0.01)$(0.09)
Diluted EPS at Constant Currency$0.90 $0.11 $1.01 

Q4 YTD 2022Q4 YTD 2021
As ReportedAdjustmentsAdjustedAs ReportedAdjustmentsAdjusted
Total Revenue5,522 — 5,522 5,195 — 5,195 
Operating Income622 50  a 672 585 26  a 611 
Operating Margin11.3 %12.2 %11.3 %11.8 %
Interest Expense(50)— (50)(76)— (76)
Other Non-Operating Income (Expense)7 4 b11 — 8  b 8 
U.K. Pension Buyout Settlement(140)140 b— — — — 
Gain/(Loss) from sale of businesses1 (1)— 2 (2)— 
Income before Taxes440 193 633 511 32 543 
Provision for Income Taxes(85)(32)c(117)(84)(7) c (91)
Net Income attributable to Xylem355 161 516 427 25 452 
Diluted Shares181.0 181.0 181.5 181.5 
Diluted EPS$1.96 $0.89 $2.85 $2.35 $0.14 $2.49 
Year-over-year currency translation impact on current year diluted EPS$(0.17)$(0.17)$(0.34)
Diluted EPS at Constant Currency$2.13 $1.06 $3.19 

aQuarter-to-date: Restructuring & realignment costs of $16 million in 2022 and $6 million in 2021, as well as special charges of $1 million in 2022 (asset impairment charge) and $1 million in 2021 for UK pension plan charges.
Year-to-date: Restructuring & realignment costs of $34 million in 2022 and $22 million in 2021, as well as special charges of $16 million in 2022 ($2 million UK pension plan charges and $14 million of asset impairment charges) and $4 million ($1 million of intangible asset impairment charges and $3 million of other charges) in 2021.
bQuarter-to-date: Special non-operating charges consist of $3 million in 2021 for costs related to the UK pension plan.
Year-to-date: Special non-operating charges consist of $144 million in 2022 related to the UK pension plan charges and buyout settlement and $8 million in 2021 for costs related to the UK pension plan.
cQuarter-to-date: Net tax impact on restructuring & realignment costs of $3 million in 2022 and $1 million in 2021; net tax impact on special charges of $1 million in 2021; and $5 million in 2022 of a positive impact from tax related special charges and $6 million in 2021 of negative impact from tax related special benefits to GAAP tax, respectively.
Year-to-date: Net tax impact on restructuring & realignment costs of $7 million in 2022 and $5 million in 2021; $26 million net tax impact on special charges in 2022 and $2 million 2021; and $1 million of positive impact from tax related special charges to GAAP tax in 2022.


Xylem Inc. Non-GAAP Reconciliation
Net Cash - Operating Activities vs. Free Cash Flow
($ Millions)
Q1Q2Q3Q4Year Ended
2022202120222021202220212022202120222021
Net Cash - Operating Activities$(81)$(26)$113$232$202$112$362$220$596$538 
Capital Expenditures - PP&E(31)(22)(30)(25)(37)(33)(41)(62)(139)(142)
Capital Expenditures - Software(18)(17)(16)(16)(16)(14)(19)(19)(69)(66)
Capital Expenditures(49)(39)(46)(41)(53)(47)(60)(81)(208)(208)
Free Cash Flow$(130)$(65)$67$191$149$65$302$139$388$330 
Net Income828711211312114149113355427 
Gain/(Loss) from sale of businesses1——2————12 
Impairment—(1)———————(1)
U.K. pension buyout settlement - non-cash release from AOCI————(140)———(140)— 
U.K. pension buyout settlement - non-cash tax release from AOCI000023000230
Special Charges - non-cash impairment —(1)(1)—(12)—(1)—(14)(1)
Net Income, excluding gain on sale of businesses, non-cash impairment charges and significant deferred tax items$81$89$113$111$141$114$150$113$485$427 
Operating Cash Flow Conversion(99)%(30)%101%205%1,683%98%243%195%168%126 %
Free Cash Flow Conversion(160)%(73)%59%172%106%57%201%123%80%77 %



Xylem Inc. Non-GAAP Reconciliation
EBITDA and Adjusted EBITDA by Quarter
($ Millions)
2022
Q1Q2Q3Q4Total
Net Income82 112 12 149 355 
Net Income Margin6.4 %8.2 %0.9 %9.9 %6.4 %
Depreciation28 28 27 28 111 
Amortization30 32 31 32 125 
Interest Expense (Income), net11 10 7 6 34 
Income Tax Expense16 24 5 40 85 
EBITDA167 206 82 255 710 
Share-based Compensation9 9 10 9 37 
Restructuring & Realignment4 8 6 16 34 
U.K. Pension Settlement— — 140 — 140 
Special Charges2 3 14 1 20 
Loss/(Gain) from sale of business(1)— — — (1)
Adjusted EBITDA181 226 252 281 940 
Revenue 1,272 1,364 1,380 1,506 5,522 
Adjusted EBITDA Margin14.2 %16.6 %18.3 %18.7 %17.0 %
2021
Q1Q2Q3Q4Total
Net Income87 113 114 113 427 
Net Income Margin6.9 %8.4 %9.0 %8.5 %8.2 %
Depreciation30 29 31 28 118 
Amortization32 33 31 31 127 
Interest Expense (Income), net19 19 20 11 69 
Income Tax Expense 27 25 19 13 84 
EBITDA195 219 215 196 825 
Share-based Compensation9 8 8 8 33 
Restructuring & Realignment8 6 2 6 22 
Special Charges3 3 2 4 12 
Loss/(gain) from sale of business— (2)— — (2)
Adjusted EBITDA215 234 227 214 890 
Revenue 1,256 1,351 1,265 1,323 5,195 
Adjusted EBITDA Margin17.1 %17.3 %17.9 %16.2 %17.1 %



Xylem Inc. Non-GAAP Reconciliation
EBITDA and Adjusted EBITDA by Quarter
Water Infrastructure
($ Millions)
2022
Q1Q2Q3Q4Total
Operating Income74 108 104 132 418 
Depreciation11 11 11 11 44 
Amortization2 3 1 3 9 
Other non-operating expense, excluding interest income(4)1 — (1)(4)
EBITDA83 123 116 145 467 
Share-based Compensation1 — 1 2 
Restructuring & Realignment1 3 3 4 11 
Adjusted EBITDA85 126 119 150 480 
Revenue533 589 574 668 2,364 
Adjusted EBITDA Margin15.9 %21.4 %20.7 %22.5 %20.3 %
2021
Q1Q2Q3Q4Total
Operating Income71 93 101 122 387 
Depreciation11 11 11 10 43 
Amortization2 2 1 3 8 
Other non-operating expense, excluding interest(2)(2)1 (2)(5)
EBITDA82 104 114 133 433 
Share-based Compensation1 — 1 — 2 
Restructuring & Realignment5 4 1 2 12 
Adjusted EBITDA88 108 116 135 447 
Revenue509 569 547 622 2,247 
Adjusted EBITDA Margin17.3 %19.0 %21.2 %21.7 %19.9 %



Xylem Inc. Non-GAAP Reconciliation
EBITDA and Adjusted EBITDA by Quarter
Applied Water
($ Millions)
2022
Q1Q2Q3Q4Total
Operating Income59 61 77 61 258 
Depreciation5 4 4 4 17 
Amortization— 1 — 1 2 
Other non-operating expense, excluding interest income(1)— (1)— (2)
EBITDA63 66 80 66 275 
Share-based Compensation1 1 2 — 4 
Restructuring & Realignment1 2 1 9 13 
Adjusted EBITDA65 69 83 75 292 
Revenue425 429 458 455 1,767 
Adjusted EBITDA Margin15.3 %16.1 %18.1 %16.5 %16.5 %
2021
Q1Q2Q3Q4Total
Operating Income66 64 60 50 240 
Loss/(Gain) from sale of business— 2 — — 2 
Depreciation5 5 5 5 20 
Amortization1 1 — — 2 
Other non-operating expense, excluding interest income— (1)— (2)(3)
EBITDA72 71 65 53 261 
Share-based Compensation1 1 1 1 4 
Restructuring & Realignment1 2 2 2 7 
Loss/(Gain) from sale of business1 — — — 1 
Special Charges— (2)— — (2)
Adjusted EBITDA75 72 68 56 271 
Revenue393 414 400 406 1,613 
Adjusted EBITDA Margin19.1 %17.4 %17.0 %13.8 %16.8 %



Xylem Inc. Non-GAAP Reconciliation
EBITDA and Adjusted EBITDA by Quarter
Measurement & Control Solutions
($ Millions)
2022
Q1Q2Q3Q4Total
Operating Income(10)(5)(2)19 2 
Loss/(Gain) from sale of business1 — — — 1 
Depreciation9 8 8 8 33 
Amortization25 26 27 26 104 
Other non-operating expense, excluding interest income— (1)(1)— (2)
EBITDA25 28 32 53 138 
Share-based Compensation1 2 2 1 6 
Restructuring & Realignment2 3 2 3 10 
Special Charges— 1 12 1 14 
Loss/(Gain) from sale of business(1)— — — (1)
Adjusted EBITDA27 34 48 58 167 
Revenue314 346 348 383 1,391 
Adjusted EBITDA Margin8.6 %9.8 %13.8 %15.1 %12.0 %
2021
Q1Q2Q3Q4Total
Operating Income9 13 7 (17)12 
Loss/(Gain) from sale of business— — — — — 
Depreciation9 10 11 8 38 
Amortization27 27 27 26 107 
Other non-operating expense, excluding interest income(1)(1)— — (2)
EBITDA44 49 45 17 155 
Share-based Compensation1 2 1 2 6 
Restructuring & Realignment2 — (1)2 3 
Adjusted EBITDA47 51 45 21 164 
Revenue354 368 318 295 1,335 
Adjusted EBITDA Margin13.3 %13.9 %14.2 %7.1 %12.3 %