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): May 3, 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))

 

 

 

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Item 2.02

Results of Operations and Financial Condition

Attached hereto as Exhibit 99.1 and incorporated herein by reference is the news release issued by Xylem Inc. on May 3, 2012, announcing the financial results for the first quarter ended March 31, 2012. 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 (the “Securities Act”), or the Exchange Act.

 

Item 7.01

Regulation FD Disclosure

Attached hereto as Exhibit 99.2 and incorporated herein by reference are earnings slides posted on Xylem Inc.’s website on May 3, 2012, summarizing Xylem Inc.’s financial results for the quarter ended March 31, 2012. This 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 Exchange Act or incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		News Release issued by Xylem Inc. on May 3, 2012.
99.2		Slides summarizing first quarter financial results posted by Xylem Inc. on May 3, 2012.

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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.

 

		XYLEM INC.
Date: May 3, 2012		By:		/s/ Frank R. Jimenez
				Frank R. Jimenez
				Senior Vice President, General Counsel and Corporate Secretary (Authorized Officer of Registrant)

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		News Release issued by Xylem Inc. on May 3, 2012.
99.2		Slides summarizing first quarter financial results posted by Xylem Inc. on May 3, 2012.

Exhibit 99.1

 

Xylem

1133 Westchester Ave., White Plains, NY 10604

Tel +1.914.323.5700 Fax +1.914.696.2960

FOR IMMEDIATE RELEASE

 

Contacts:
Media		Investors
Tom Glover		Phil De Sousa
+1-914-323-5891		+1-914-323-5930
Tom.Glover@xyleminc.com		Phil.DeSousa@xyleminc.com

Xylem Inc. reports solid first quarter 2012 results; affirms previous full-year guidance

 

•

First quarter 2012 revenue up 6 percent in constant currencies to $925 million; up 4 percent as reported

 

•

First quarter 2012 adjusted net income of $67 million or $0.36 per share, up 9 percent on a normalized basis; $63 million or $0.34 per share as reported

 

•

Orders for the quarter exceed $1 billion for the first time; up 3 percent over Q1 2011

 

•

YSI acquisition integration ahead of plan; accretive to earnings per share

WHITE PLAINS, N.Y., May 3, 2012 – Xylem Inc. (NYSE: XYL), a leading global water technology company focused on solving the world’s most challenging water issues, today reported first quarter revenue of $925 million, up 6 percent from the first quarter 2011 on a constant currency basis and up 4 percent on a reported basis. First quarter net income was $63 million or $0.34 per share. Adjusting for one-time separation costs resulting from the Xylem spinoff from ITT Corporation on October 31, 2011, net income was $67 million or $0.36 per share, up 9 percent or 3 cents per share over the first quarter 2011 on a normalized basis.*

“Our growth in revenue and operating earnings in the first quarter is a testament to the strength of our comprehensive water portfolio, particularly the investments we’ve made in expanding our analytics and dewatering platforms,” said Gretchen McClain, president and chief executive officer of Xylem. “We believe we are particularly well-positioned to capture growth opportunities from the diverse end markets we serve.”

“We continue to see strong growth in our businesses serving the industrial markets, our largest end market,” McClain continued. “We are gaining market share in commercial building services, bolstered by some of our new products including the energy-saving eSV multistage booster pump. Total orders for the quarter exceeded $1 billion for the first time. And our latest acquisition, YSI, is already contributing to earnings and its integration into the rest of the business is ahead of plan. Solid free cash flow performance allows us to continue to make strategic investments and drive future growth.”

Xylem achieved free cash flow of $41 million and an adjusted operating margin of 11.2 percent, excluding non-recurring separation costs. Operating margin was also impacted by incremental stand-alone costs of $10 million, which reduced margin by 110 basis points.

 

*

The 2011 normalized earnings per share reflect adjustments (including interest expense, stand-alone costs, and special tax items) to our GAAP results to better illustrate year-over-year performance. The normalized earnings are intended to give a representation of our performance had Xylem been a stand-alone company in 2011.

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First Quarter Segment Results

Water Infrastructure

Xylem’s Water Infrastructure businesses provide equipment and services focused on the transport, treatment and testing of water and wastewater in the public utility and industrial markets.

 

•

First quarter 2012 segment revenue was $584 million, up 8 percent from the first quarter of 2011 on a constant currency basis, and up 6 percent on a reported basis. This reflects the YSI acquisition, growth in industrial applications and growth in emerging markets.

 

•

Segment orders were $638 million for the quarter, up 4 percent over last year, reflecting the YSI acquisition.

 

•

First quarter adjusted segment operating margin, excluding non-recurring separation costs but including the impact of stand-alone costs, expanded by 160 basis points from the first quarter 2011 to 13.2 percent, driven by price and productivity gains. Stand-alone costs impacted operating margin by 20 basis points for the first quarter 2012.

Applied Water

Xylem’s Applied Water businesses provide equipment and services in the residential and commercial building services, general industrial and agricultural markets.

 

•

First quarter 2012 segment revenue and orders were $355 million and $382 million, respectively, both up 1 percent over the first quarter of 2011 on an organic basis. Solid growth in general industry, commercial building services, and food and beverage was mostly offset by residential market weakness in Europe and the Middle East.

 

•

First quarter adjusted segment operating margin, excluding non-recurring separation costs but including stand-alone costs, was 11.5 percent, down 150 basis points from the first quarter 2011, driven by lower volume in highly profitable HVAC products due to a warm winter in the U.S., lower marine volume and continued investment in the segment. Stand-alone costs impacted operating margin 60 basis points for the first quarter of 2012.

Affirming previous full-year 2012 guidance

Xylem is affirming previous guidance for full-year 2012 revenue in the range of $3.9 billion – $4.0 billion, representing year-over-year organic growth of 4 to 6 percent. Operating margins are anticipated to be in the range of 12.7 to 13.3 percent, excluding spinoff-related costs, but including incremental stand-alone costs of $25 to $30 million as Xylem completes its first full year as an independent company. These stand-alone costs will offset operating margin by 60 to 80 basis points. Full-year 2012 adjusted net income is forecast to be $334 million to $362 million, for adjusted earnings per share of $1.80 to $1.95 for the full year 2012, which reflects expected growth of 8 to 17 percent over normalized 2011. Reported net income, which includes one-time separation costs, is anticipated to range from $319 million to $350 million, or $1.72 to $1.89 per share.

 

2

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More detail available

Supplemental information on Xylem’s first quarter earnings, including reconciliations for certain non-GAAP items, is posted at investors.xyleminc.com.

About Xylem

Xylem (XYL) is a leading global water technology provider, enabling customers to transport, treat, test and efficiently use water in public utility, residential and commercial building services, industrial and agricultural settings. The company does business in more than 150 countries through a number of market-leading product brands, and its people bring broad applications expertise with a strong focus on finding local solutions to the world’s most challenging water and wastewater problems. Launched in 2011 from the spinoff of the water-related businesses of ITT Corporation, Xylem is headquartered in White Plains, N.Y., with 2011 annual revenues of $3.8 billion and 12,500 employees worldwide.

The name Xylem is derived from classical Greek and is the tissue that transports water in plants, highlighting the engineering efficiency of our water-centric business by linking it with the best water transportation of all — that which occurs in nature. For more information, please visit us at www.xyleminc.com.

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 Item 1A in our Annual Report on Form 10-K, and those described from time to time in subsequent reports filed with the Securities and Exchange Commission.

###

 

3

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XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED INCOME STATEMENTS (Unaudited)

(in millions, except per share data)

 

For the three months ended March 31,		2012				2011
Revenue		$	925			$	890
Cost of revenue			562				553
Gross profit			363				337
Selling, general and administrative expenses			231				210
Research and development expenses			28				24
Separation costs			5				3
Operating income			99				100
Interest expense			14				—
Other non-operating (expense) income, net			(1	)			1
Income before taxes			84				101
Income tax expense			21				23
Net income		$	63			$	78
Earnings per share:
Basic		$	0.34			$	0.42
Diluted		$	0.34			$	0.42
Weighted average number of shares – Basic			185.4				184.6
Weighted average number of shares – Diluted			185.9				184.6
Dividends declared per share		$	0.1012			$	—

 

4

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XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in millions)

 

For the three months ended March 31,		2012				2011
Net income		$	63			$	78
Other comprehensive income, before tax:
Foreign currency translation adjustment			49				86
Net change in cash flow hedges:
Unrealized gains (losses)			4				—
Net change in postretirement benefit plans:
Amortization of net actuarial loss			2				—
Settlement			2				—
Other comprehensive income, before tax			57				86
Income tax expense related to items of other comprehensive income			2				—
Other comprehensive income, net of tax			55				86
Comprehensive income		$	118			$	164

 

5

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XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share amounts)

 

		March 31, 2012				December 31, 2011
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	347			$	318
Receivables, less allowances for discounts and doubtful accounts of $32 and $37 in 2012 and 2011, respectively			761				756
Inventories, net			465				426
Prepaid and other current assets			117				97
Deferred income tax assets			45				45
Total current assets			1,735				1,642
Property, plant and equipment, net			468				463
Goodwill			1,631				1,610
Other intangible assets, net			502				505
Other non-current assets			177				173
Total assets		$	4,513			$	4,393
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	329			$	322
Accrued and other current liabilities			486				490
Short-term borrowings and current maturities of long-term debt			4				5
Total current liabilities			819				817
Long-term debt			1,202				1,201
Accrued postretirement benefits			320				316
Deferred income tax liability			155				165
Other non-current accrued liabilities			68				67
Total liabilities			2,564				2,566
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common Stock – authorized 750.0 shares, par value $0.01 per share:
Issued 185.4 shares and 184.6 shares in 2012 and 2011, respectively			2				2
Capital in excess of par value			1,687				1,663
Retained earnings			84				40
Treasury stock – at cost 0.1 shares and 0 shares in 2012 and 2011, respectively			(1	)			—
Accumulated other comprehensive income			177				122
Total stockholders’ equity			1,949				1,827
Total liabilities and stockholders’ equity		$	4,513			$	4,393

 

6

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XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

 

For the three months ended March 31,		2012				2011
Operating Activities
Net income		$	63			$	78
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			34				33
Share-based compensation			5				3
Payments of restructuring			—				(5	)
Changes in assets and liabilities (net of acquisitions):
Changes in receivables			7				(3	)
Changes in inventories			(31	)			(16	)
Changes in accounts payable			14				(31	)
Changes in accrued liabilities			(25	)			(5	)
Changes in accrued taxes			3				11
Net changes in other assets and liabilities			(9	)			6
Net Cash - Operating activities			61				71
Investing Activities
Capital expenditures			(31	)			(19	)
Proceeds from the sale of property, plant and equipment			2				2
Other, net			—				(1	)
Net Cash - Investing activities			(29	)			(18	)
Financing Activities
Net transfer (to)/from former parent			(6	)			(33	)
Issuance of short-term debt			3				—
Principal payments of debt and capital lease obligations			(3	)			—
Purchase of common stock			(1	)			—
Proceeds from exercise of employee stock options			16				—
Tax impact from equity compensation activity			(1	)			—
Dividends paid			(19	)			—
Other, net			1				—
Net Cash - Financing activities			(10	)			(33	)
Effect of exchange rate changes on cash			7				3
Net change in cash and cash equivalents			29				23
Cash and cash equivalents at beginning of year			318				131
Cash and cash equivalents at end of year		$	347			$	154
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	11			$	—
Income taxes (net of refunds received)		$	18			$	9

 

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Xylem Inc. Non-GAAP Measures

Management views key performance indicators including revenue, gross margins, segment operating income and margins, orders growth, free cash flow, working capital, and backlog, among others. In addition, we consider certain measures to be useful to management and investors evaluating our operating performance for the periods presented, and 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. These metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute for revenues, operating income, net income, earnings per share (basic and diluted) or net cash from operations as determined in accordance with GAAP. We consider the following non-GAAP measures, which may not be comparable to similarly titled measures reported by other companies, to be key performance indicators:

“Organic revenue” and “Organic orders” defined as revenue and orders, respectively, excluding the impact of foreign currency fluctuations, intercompany transactions, and contributions from acquisitions and divestitures. Divestitures include sales of portions of our business that did not meet the criteria for classification as a discontinued operation or insignificant portions of our business that we did not classify as a discontinued operation. The period-over-period change resulting from foreign currency fluctuations assumes no change in exchange rates from the prior period.

“Constant currency” defined as financial results adjusted for currency by translating current period and prior period activity using the same currency conversion rate. This approach is used for countries where the functional currency is the local currency.

“EBITDA” defined as earnings before interest, taxes, depreciation, amortization expense, and share-based compensation. “Adjusted EBITDA” reflects the adjustment to EBITDA to exclude for one-time separation costs associated with the Xylem spin-off from ITT Corporation.

“Operating Income *” and “Adjusted EPS” defined as operating income and earnings per share, adjusted to exclude one-time separation costs associated with the Xylem spin-off from ITT Corporation and tax-related special items.

“Normalized EPS” defined as earnings per share, adjusted to exclude one-time separation costs associated with the Xylem spin-off from ITT Corporation and tax-related special items, as well as an adjustment to reflect the incremental current period amount of interest expense and stand-alone costs in the prior comparable period.

“Free Cash Flow” defined as net cash from operating activities, as reported in the Statement of Cash Flow, less capital expenditures as well as adjustments for other significant items that impact current results which management believes are not related to our ongoing operations and performance. Our definition of free cash flows does not consider non-discretionary cash payments, such as debt.

 

8

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Xylem Inc. Non-GAAP Reconciliation

Reported vs. Organic & Constant Currency Revenue / Order Growth

($ Millions)

 

		(As reported - GAAP)																(As Adjusted - Organic)																				Constant Currency
						(A)				(B)								(C)				(D)				(E)				(F) = B+C+D+E				(G) = F/A				(H) = (B + D) / A
		Orders				Orders				Change 2012 v. 2011				% Change 2012 v. 2011				Acquisitions / Divestitures				FX Contribution				Eliminations				Change Adj. 2012 v. 2011				% Change Adj. 2012 v. 2011
		2012				2011
Orders
Quarter Ended March 31, 2012
Xylem Inc.			1,004				978				26				2.7	%			(37	)			18				—				7				0.7	%			4.5	%
Water infrastructure			638				612				26				4.2	%			(37	)			13				—				2				0.3	%			6.4	%
Applied Water			382				381				1				0.3	%			—				5				(1	)			5				1.3	%			1.6	%
		Revenue				Revenue				Change 2012 v. 2011				% Change 2012 v. 2011				Acquisitions / Divestitures				FX Contribution				Eliminations				Change Adj. 2012 v.  2011				% Change Adj. 2012 v. 2011
		2012				2011
Revenue
Quarter Ended March 31, 2012
Xylem Inc.			925				890				35				3.9	%			(34	)			14				—				15				1.7	%			5.5	%
Water infrastructure			584				551				33				6.0	%			(34	)			10				1				10				1.8	%			7.8	%
Applied Water			355				355				—				0.0	%			—				5				—				5				1.4	%			1.4	%

Note: Due to rounding and intersegment eliminations the sum of segment amounts may not agree to Xylem totals.

 

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Xylem Inc. Non-GAAP Reconciliation

Adjusted Diluted EPS

For The Three Months Ended 2012 & 2011

($ Millions, except per share amounts)

 

		Q1 2012				Q1 2011
Net Income			63				78
Separation costs, net of tax			4				2
Adjusted Net Income before Special Tax Items			67				80
Special Tax Items			—				—
Adjusted Net Income			67				80
Diluted Earnings per Share		$	0.34			$	0.42
Separation costs per Share		$	0.02			$	0.01
Adjusted diluted EPS before Special Tax Items		$	0.36			$	0.43
Special Tax Items per Share		$	0.00			$	0.00
Adjusted diluted EPS		$	0.36			$	0.43

 

10

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Xylem Inc. Non-GAAP Reconciliation

Normalized and Adjusted Diluted EPS

($ Millions, except per share amounts)

 

		Q1 2011																				Q1 2012
		As Reported				Adjustments				Adjusted				Adjustments				Normalized				As Reported				Adjustments				Adjusted
Total Revenue			890								890								890				925								925
Operating Income			100				3a				103				(10	)c			93				99				5a				104
Operating Margin			11.2	%							11.6	%							10.4	%			10.7	%							11.2	%
Interest Expense			—								—				(13	)d			(13	)			(14	)							(14	)
Other Non-Operating Income (Expense)			1								1								1				(1	)							(1	)
Income before Taxes			101				3				104				(23	)			81				84				5				89
Provision for Income Taxes			(23	)			(1	)b			(24	)			5e				(19	)			(21	)			(1	)b			(22	)
Net Income			78				2				80				(18	)			62				63				4				67
Diluted Shares			184.6																184.6				185.9								185.9
Diluted EPS		$	0.42			$	0.01			$	0.43			$	(0.10	)		$	0.33			$	0.34			$	0.02			$	0.36

 

a	One time separation costs

b	Tax impact of one time separation costs

c	Incremental stand alone costs incurred in 2012

d	Incremental interest expense on long-term debt incurred in 2012

e	Tax impact of incremental interest expense and stand alone costs incurred in 2012

 

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Xylem Inc. Non-GAAP Reconciliation

Segment Operating Income

($ Millions)

Adjusted Segment Operating Income

 

		Q1								Q2								Q3								Q4
		’12				’11				’12				’11				’12				’11				’12				’11
Total Revenue
• Water Infrastructue			584				551				—				602				—				584				—				679
• Applied Water			355				355				—				385				—				368				—				336
Operating Income
• Water Infrastructue			75				64				—				94				—				87				—				98
• Applied Water			40				46				—				50				—				37				—				27
Separation Costs
• Water Infrastructue			2				—				—				2				—				8				—				6
• Applied Water			1				—				—				—				—				9				—				4
Adjusted Operating Income*
• Water Infrastructue			77				64				—				96				—				95				—				104
• Applied Water			41				46				—				50				—				46				—				31
Operating Margin
• Water Infrastructue			12.8	%			11.6	%							15.6	%							14.9	%							14.4	%
• Applied Water			11.3	%			13.0	%							13.0	%							10.0	%							8.0	%
Adjusted Operating Margin*
• Water Infrastructue			13.2	%			11.6	%							15.9	%							16.3	%							15.3	%
• Applied Water			11.5	%			13.0	%							13.0	%							12.5	%							9.2	%

 

*	Adjusted Operating Income excludes non-recurring separation costs

 

12

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Xylem Inc. Non-GAAP Reconciliation

Net Cash - Operating Activities vs. Free Cash Flow

For The Three Months Ended 2012 & 2011

($ Millions)

 

		Three Months Ended
		2012				2011
Net Cash - Operating Activities			61				71
Capital Expenditures			(31	)			(19	)
Free Cash Flow, including separation costs			30				52
Separation Costs (Cash Paid incl. Capex)			11				2
Free Cash Flow, excluding separation costs			41				54
Net Income			63				78
Separation Costs, net of tax			4				2
Adjusted Net Income			67				80
Free Cash Flow Conversion			61	%			68	%

 

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