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 9, 2012
XYLEM INC.
(Exact name of registrant as specified in its charter)
| Indiana | 001-35229 | 45-2080495 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1133 Westchester Avenue, Suite N200 White Plains, New York |
10604 | |||
| (Address of principal executive offices) | (Zip Code) |
(914) 323-5700
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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)) |
| Item 7.01 | Regulation FD Disclosure |
The following information is furnished pursuant to Item 7.01 Regulation FD Disclosure. 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 shall be expressly set forth by specific reference in such filing. Company executives will present an overview of the Company at the Gabelli & Company, Inc. 22nd Annual Pump, Valve and Motor Symposium on February 9, 2012. The presentation slides will be posted on the Company’s website and are attached and incorporated herein by reference as Exhibit 99.1.
Caution Concerning Forward Looking Statements
This document contains information that may constitute “forward-looking statements.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.
These forward-looking statements include, but are not limited to, statements about the separation of Xylem Inc. (the “Company”) from ITT Corporation, the terms and the effect of the separation, the nature and impact of the separation, capitalization of the Company, future strategic plans and other statements that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to orders, sales, operating margins and earnings per share growth, and statements expressing general views about future operating results — are forward-looking statements.
Caution should be taken not to place undue reliance on any such forward-looking statements because they involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements. The Company undertakes 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. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those set forth in our Registration Statement on Form 10, and those described from time to time in subsequent reports filed with the Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Presentation slides posted by Xylem Inc. on February 9, 2012. | |
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 9, 2012 |
By: | /s/ Michael T. Speetzen | ||
|
| ||||
| Michael T. Speetzen | ||||
| Senior Vice President & Chief Financial Officer (Authorized Officer of Registrant) | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 |
Presentation slides posted by Xylem Inc. on February 9, 2012. | |
 Gabelli & Company
Gabelli & Company
22
nd
Annual Pump, Valve and Motor Symposium
Gretchen McClain
Gretchen McClain
Xylem President and CEO
Xylem President and CEO
February 9, 2012
February 9, 2012
Exhibit 99.1 |
 This
document
contains
information
that
may
constitute
“forward-looking
statements.”
Forward-looking
statements
by
their
nature
address
matters
that
are,
to
different
degrees,
uncertain.
Generally,
the
words
“anticipate,”
“estimate,”
“expect,”
“project,”
“intend,”
“plan,”
“believe,”
“target”
and
similar
expressions
identify
forward-looking
statements,
which
generally
are
not
historical
in
nature.
However,
the
absence
of
these
words
or
similar
expressions
does
not
mean
that
a
statement
is
not
forward-looking.
These
forward-looking
statements
include,
but
are
not
limited
to,
statements
about
the
separation
of
Xylem
Inc.
(the
“Company”)
from
ITT
Corporation,
the
terms
and
the
effect
of
the
separation,
the
nature
and
impact
of
the
separation,
capitalization
of
the
Company,
future
strategic
plans
and
other
statements
that
describe
the
Company’s
business
strategy,
outlook,
objectives,
plans,
intentions
or
goals,
and
any
discussion
of
future
operating
or
financial
performance.
All
statements
that
address
operating
performance,
events
or
developments
that
we
expect
or
anticipate
will
occur
in
the
future
—
including
statements
relating
to
orders,
sales,
operating
margins
and
earnings
per
share
growth,
and
statements
expressing
general
views
about
future
operating
results
—
are
forward-looking
statements.
Caution
should
be
taken
not
to
place
undue
reliance
on
any
such
forward-looking
statements
because
they
involve
risks,
uncertainties
and
other
factors
that
could
cause
actual
results
to
differ
materially
from
those
expressed
or
implied
in,
or
reasonably
inferred
from,
such
statements.
The
Company
undertakes
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.
In
addition,
forward-looking
statements
are
subject
to
certain
risks
and
uncertainties
that
could
cause
actual
results
to
differ
materially
from
the
Company’s
historical
experience
and
our
present
expectations
or
projections.
These
risks
and
uncertainties
include,
but
are
not
limited
to,
those
set
forth
in
our
Registration
Statement
on
Form
10,
and
those
described
from
time
to
time
in
subsequent
reports
filed
with
the
Securities
and
Exchange
Commission.
Forward Looking Statements
2 |
 Xylem:
Global Water
3
Xylem is the Leader in Solving Water
Today’s Agenda:
•
Discuss Global Water Challenges
•
Provide Water Industry Overview
•
Highlight Key Water End Market Fundamentals
•
Show How Xylem is Uniquely Positioned to Deliver Value
|
 Global
Water Challenges 4
Fundamental Need for More Sustainable Water Infrastructure
Unfunded
Infrastructure
Needs
Energy
Efficiency
Deteriorating
Source Water
•
US funding gap will reach $500B in 20 yrs, EM’s lack infrastructure
•
Existing WW systems often at capacity & end of useful lives
•
3-4% total US electricity consumed by utility W&WW services/year
•
30-40% of local governments energy usage due to W&WW plants
•
49 states identified as having contaminated drinking water sources
•
Emerging threats from industrial sources: EDC’s & toxic chemicals
|
 Global
Water Industry Overview: $500B 5
Applied Water
Water Infrastructure
An Attractive Industry …
Built Around A Fundamental Need |
 End
Market Fundamentals 6
Well Positioned in an Attractive Industry
* 2010 Revenues |
 Water Industry
Customers &
Structure
How Does Xylem Create Value?
7
By Partnering with Our Customers to Solve Water Challenges
Global Water
Challenges |
 Unique
Collection of Global Assets… 8
Leading Brands & Technology
Diverse Product Portfolio
World-Class Distribution Channels
Diverse Customer Base
Large Installed Base
Robust Aftermarket Opportunities
Key Partnerships
…
Provide Unrivaled Advantage |
 Xylem
Leadership Role 9
Key Partnerships …
For Capital Efficient Growth
Industry Relationships …
Extend Distribution, Influence Regulators, and Create Demand
Leverage Our Influence Across the Water Industry |
 Innovative Solutions
10
Product
Product
Innovation
Innovation
Application
Application
Expertise
Expertise
Sustainable
Infrastructure
Solutions
1999
N-Pump
2009
Adaptive N
2011
Experior
Energy Efficient
Secondary Treatment
Time & Energy Savings to
>100K Engineers &
Tradesmen
25% improvement in
cost and throughput
Labor & Energy Intensity
Unfunded Capital Needs
Wasteful Energy Use
50% reduction in pump
energy consumption
Problem
Benefit
Little
Red
Schoolhouse |
 11
Q&A
*
*
*
* |
  Key
Takeaways 12
•
We understand global water challenges
•
We demonstrate industry “know-how”
•
We create value for our customers
•
We are the industry’s application solution provider
Xylem …
Poised to Grow
Q4’11
Earnings Review
February 28
th
2012 |
 13
NYSE: XYL
Phil De Sousa, Investor Relations Officer
(914) 323-5930
Janice Tedesco, Investor Relations Coordinator
(914) 323-5931
http://investors.xyleminc.com
*
*
*
* |