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): October 29, 2013

 

 

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 October 29, 2013, announcing the financial results for the third quarter ended September 30, 2013. 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 is an earnings presentation posted on Xylem Inc.’s website on October 29, 2013, summarizing Xylem Inc.’s financial results for the third quarter ended September 30, 2013. 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 October 29, 2013.
99.2		Presentation summarizing third quarter financial results posted by Xylem Inc. on October 29, 2013.

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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: October 29, 2013				By:		/s/ Michael T. Speetzen
						Michael T. Speetzen
						Senior Vice President and Chief Financial Officer (Authorized Officer of Registrant)

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		News Release issued by Xylem Inc. on October 29, 2013.
99.2		Presentation summarizing third quarter financial results posted by Xylem Inc. on October 29, 2013.

Exhibit 99.1

 

Xylem

1133 Westchester Ave., White Plains, NY 10604

Tel +1.914.323.5700 Fax +1.914.696.2960

 

Contacts:		Media		Investors
		Tom Glover +1-914-323-5891		Phil DeSousa +1-914-323-5930
		tom.glover@xyleminc.com		phil.desousa@xyleminc.com

Xylem Inc. delivers improvement in third quarter 2013 results

 

•

Third quarter 2013 adjusted net income was $92 million or $0.49 per share, up 11 percent or $0.05 from third quarter 2012; GAAP net income was $73 million or $0.39 per share

 

•

Third quarter 2013 revenue was $965 million, up one percent organically, up 4 percent on constant currency basis

 

•

Third quarter organic orders up 6 percent over comparable period 2012

 

•

Company raises full year guidance to range of $1.60 to $1.65 per share

WHITE PLAINS, N.Y., October 29, 2013 – Xylem Inc. (NYSE: XYL), a leading global water technology company dedicated to solving the world’s most challenging water issues, today reported third quarter 2013 net income of $73 million, or $0.39 per share. Adjusted net income was $92 million, or $0.49 per share, excluding the impact of restructuring and realignment charges, as well as special charges. Third quarter revenue was $965 million, up $34 million or 4 percent from third quarter 2012 on a constant currency basis, reflecting strong performance in emerging markets and better than expected activity in Europe. Third quarter 2013 adjusted operating margins were 13.5 percent, up 60 basis points over last year.

“We are pleased with the pickup in sales activity, and we’re encouraged by the immediate impact of operating improvements and cost control initiatives that are reflected in third quarter bottom line growth,” said Steve Loranger, chief executive officer and president of Xylem. “Emerging markets, particularly China with its continued investment in infrastructure, are driving organic revenue growth. Higher sales in northern and central Europe more than offset continued weakness in southern Europe in the quarter.”

Loranger said the business is seeing improved order activity, with third quarter orders up 6 percent organically, including some notable wins, such as a large ozone project in China and a comprehensive pumping and control system for the Singapore Transport Authority’s Downtown Line Mass Rapid Transit project. New products introduced in the quarter include laboratory and water analytical instruments and a more energy-efficient stainless steel pump for industrial applications.

In addition to delivering strong earnings this quarter, Loranger said that the company continues to enhance shareholder value through the active repurchase of Xylem shares on the open market since the approval of a $250 million repurchase program in August.

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“Our third quarter performance and ongoing cash generation are strong signs that we are regaining traction,” Loranger said. “They give us a solid base from which to execute our strategy and deliver improved operating performance in 2014 and beyond.”

FY 2013 Outlook

Loranger said that due to stronger third quarter performance, the impact of ongoing cost reductions, modestly improving market conditions and better visibility through year end, the company is raising its full year 2013 earnings forecast to a range of $1.60 to $1.65 per share on projected revenue of approximately $3.8 billion.

Third Quarter Segment Results

Water Infrastructure

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

 

•

Third quarter 2013 revenue was $619 million, up one percent organically compared with the third quarter 2012, reflecting stronger performance in Europe and strength in emerging markets.

 

•

Third quarter adjusted segment operating income was $96 million. Adjusted operating margin was 15.5 percent, up 50 basis points over last year, reflecting a return to organic growth, improved execution and the impact of cost reductions.

Applied Water

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

 

•

Third quarter 2013 revenue was $360 million, up two percent organically compared with the third quarter 2012, reflecting strong performance in emerging markets, especially China, and strength in U.S. commercial and agricultural end markets.

 

•

Third quarter adjusted segment operating income was $44 million. Adjusted operating margin was 12.2 percent, down 40 basis points from 2012, primarily driven by higher sales mix in emerging markets.

Supplemental information on Xylem’s third quarter earnings and reconciliations for certain non-GAAP items are posted at investors.xyleminc.com.

About Xylem

Xylem (NYSE: 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

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a strong focus on finding local solutions to the world’s most challenging water and wastewater problems. Xylem is headquartered in White Plains, N.Y., with 2012 annual revenues of $3.8 billion and approximately 12,900 employees worldwide. Xylem was named to the Dow Jones Sustainability World Index for the last two years for advancing sustainable business practices and solutions 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 in 2011, 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.

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XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited)

(in millions, except per share data)

 

		Three Months								Nine Months
For the periods ended September 30,		2013				2012				2013				2012
Revenue		$	965			$	931			$	2,804			$	2,822
Cost of revenue			581				557				1,715				1,702
Gross profit			384				374				1,089				1,120
Selling, general and administrative expenses			256				231				744				682
Research and development expenses			24				24				78				80
Restructuring charges			5				4				30				4
Separation costs			1				4				3				15
Operating income			98				111				234				339
Interest expense			14				14				41				41
Other non-operating (expense) income, net			(1	)			3				(2	)			1
Income before taxes			83				100				191				299
Income tax expense			10				28				31				75
Net income		$	73			$	72			$	160			$	224
Earnings per share:
Basic		$	0.39			$	0.39			$	0.86			$	1.20
Diluted		$	0.39			$	0.38			$	0.86			$	1.20
Weighted average number of shares:
Basic			185.2				185.9				185.5				185.7
Diluted			186.0				186.3				186.2				186.2
Dividends declared per share		$	0.1164			$	0.1012			$	0.3492			$	0.3036

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XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share amounts)

 

		September 30, 2013				December 31, 2012
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	394			$	504
Receivables, less allowances for discounts and doubtful accounts of $30 and $34 in 2013 and 2012, respectively			845				776
Inventories, net			496				443
Prepaid and other current assets			120				110
Deferred income tax assets			44				41
Total current assets			1,899				1,874
Property, plant and equipment, net			478				487
Goodwill			1,704				1,647
Other intangible assets, net			497				484
Other non-current assets			206				187
Total assets		$	4,784			$	4,679
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	324			$	332
Accrued and other current liabilities			475				443
Short-term borrowings and current maturities of long-term debt			3				6
Total current liabilities			802				781
Long-term debt			1,199				1,199
Accrued postretirement benefits			400				400
Deferred income tax liabilities			173				173
Other non-current accrued liabilities			52				52
Total liabilities			2,626				2,605
Commitments and contingencies (Note 18)
Stockholders’ equity:
Common Stock – par value $0.01 per share:
Authorized 750.0 shares, issued 186.8 shares and 186.2 shares in 2013 and 2012, respectively			2				2
Capital in excess of par value			1,729				1,706
Retained earnings			359				264
Treasury stock – at cost 2.3 shares and 0.5 shares in 2013 and 2012, respectively			(61	)			(13	)
Accumulated other comprehensive income			129				115
Total stockholders’ equity			2,158				2,074
Total liabilities and stockholders’ equity		$	4,784			$	4,679

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XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

 

For the nine months September 30,		2013				2012
Operating Activities
Net income		$	160			$	224
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			72				68
Amortization			38				35
Share-based compensation			21				16
Restructuring charges			30				4
Other, net			11				1
Payments for restructuring			(24	)			—
Changes in assets and liabilities (net of acquisitions):
Changes in receivables			(71	)			(33	)
Changes in inventories			(59	)			(33	)
Changes in accounts payable			4				(7	)
Other, net			(19	)			(45	)
Net Cash — Operating activities			163				230
Investing Activities
Capital expenditures			(91	)			(81	)
Acquisitions of businesses and assets, net of cash acquired			(81	)			(12	)
Proceeds from the sale of property, plant and equipment			7				4
Net Cash — Investing activities			(165	)			(89	)
Financing Activities
Issuance of short-term debt			—				12
Principal payments of debt and capital lease obligations			(2	)			(6	)
Repurchase of common stock			(44	)			(4	)
Proceeds from exercise of employee stock options			2				22
Dividends paid			(65	)			(56	)
Other, net			—				(9	)
Net Cash — Financing activities			(109	)			(41	)
Effect of exchange rate changes on cash			1				6
Net change in cash and cash equivalents			(110	)			106
Cash and cash equivalents at beginning of year			504				318
Cash and cash equivalents at end of period		$	394			$	424
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		$	37			$	38
Income taxes (net of refunds received)		$	61			$	76

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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 revenue, 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 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, amortization expense, and share-based compensation. “Adjusted EBITDA” reflects the adjustment to EBITDA to exclude for non-recurring separation costs associated with the Xylem spin-off from ITT Corporation as well as non-recurring restructuring and realignment costs.

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

“Normalized EPS” defined as adjusted earnings per share, as well as adjustments 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.

“Realignment costs” defined as non-recurring costs not included in restructuring costs that are incurred as part of actions taken to reposition our business, including items such as professional fees, relocation, travel and other costs.

“Special charges” defined as costs incurred by the Company associated with the settlement of legal proceedings with Xylem Group LLC, as well as certain costs incurred for the change in chief executive officer made during the third quarter of 2013.

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Xylem Inc. Non-GAAP Reconciliation

Reported vs. Organic & Constant Currency 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) = (F - C) / A
		Orders				Orders				Change 2013 v. 2012				% Change 2013 v. 2012				Acquisitions / Divestitures				FX Contribution				Eliminations				Change Adj. 2013 v.  2012				% Change Adj. 2013 v.  2012
		2013				2012
Nine Months Ended September 30
Xylem Inc.			2,926				2,856				70				2	%			(71	)			1				—				—				0	%			2	%
Water Infrastructure			1,865				1,819				46				3	%			(71	)			4				—				(21	)			-1	%			3	%
Applied Water			1,111				1,086				25				2	%			—				(4	)			1				22				2	%			2	%
Quarter Ended September 30
Xylem Inc.			955				882				73				8	%			(20	)			1				—				54				6	%			8	%
Water Infrastructure			617				564				53				9	%			(20	)			3				—				36				6	%			10	%
Applied Water			355				334				21				6	%			—				(3	)			1				19				6	%			6	%
Quarter Ended June 30
Xylem Inc.			1,009				970				39				4	%			(25	)			(2	)			—				12				1	%			4	%
Water Infrastructure			647				617				30				5	%			(25	)			(1	)			—				4				1	%			5	%
Applied Water			378				370				8				2	%			—				(1	)			1				8				2	%			2	%
Quarter Ended March 31
Xylem Inc.			962				1,004				(42	)			-4	%			(26	)			2				—				(66	)			-7	%			-4	%
Water Infrastructure			601				638				(37	)			-6	%			(26	)			2				—				(61	)			-10	%			-5	%
Applied Water			378				382				(4	)			-1	%			—				—				(1	)			(5	)			-1	%			-1	%

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

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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)				(F) = B+C+D+E				(G) = F/A				(H) = (F - C) / A
		Revenue				Revenue				Change 2013 v. 2012				% Change 2013 v. 2012				Acquisitions / Divestitures				FX Contribution				Eliminations				Change Adj. 2013 v.  2012				% Change Adj. 2013 v.  2012
		2013				2012
Nine Months Ended September 30
Xylem Inc.			2,804				2,822				(18	)			-1	%			(67	)			(2	)			—				(87	)			-3	%			-1	%
Water Infrastructure			1,766				1,788				(22	)			-1	%			(67	)			2				1				(86	)			-5	%			-1	%
Applied Water			1,086				1,078				8				1	%			—				(5	)			(4	)			(1	)			0	%			0	%
Quarter Ended September 30
Xylem Inc.			965				931				34				4	%			(21	)			—				—				13				1	%			4	%
Water Infrastructure			619				595				24				4	%			(21	)			3				1				7				1	%			5	%
Applied Water			360				350				10				3	%			—				(4	)			—				6				2	%			2	%
Quarter Ended June 30
Xylem Inc.			960				966				(6	)			-1	%			(23	)			(4	)			—				(33	)			-3	%			-1	%
Water Infrastructure			596				609				(13	)			-2	%			(23	)			(2	)			—				(38	)			-6	%			-2	%
Applied Water			381				373				8				2	%			—				(1	)			(2	)			5				1	%			1	%
Quarter Ended March 31
Xylem Inc.			879				925				(46	)			-5	%			(23	)			2				—				(67	)			-7	%			-5	%
Water Infrastructure			551				584				(33	)			-6	%			(23	)			1				—				(55	)			-9	%			-5	%
Applied Water			345				355				(10	)			-3	%			—				—				(2	)			(12	)			-3	%			-3	%

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

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Xylem Inc. Non-GAAP Reconciliation

Adjusted Operating Income

($ Millions)

 

		Q3								Q3 YTD
		‘13				‘12				‘13				‘12
Total Revenue
• Total Xylem			965				931				2,804				2,822
• Water Infrastructure			619				595				1,766				1,788
• Applied Water			360				350				1,086				1,078
Operating Income
• Total Xylem			98				111				234				339
• Water Infrastructure			88				85				171				253
• Applied Water			40				43				125				135
Operating Margin
• Total Xylem			10.2	%			11.9	%			8.3	%			12.0	%
• Water Infrastructure			14.2	%			14.3	%			9.7	%			14.1	%
• Applied Water			11.1	%			12.3	%			11.5	%			12.5	%
Separation Costs
• Total Xylem			—				4				—				15
• Water Infrastructure			—				—				—				3
• Applied Water			—				1				—				2
Special Charges
• Total Xylem			20				—				20				—
• Water Infrastructure			—				—				—				—
• Applied Water			—				—				—				—
Restructuring & Realignment Costs
• Total Xylem			12				5				52				5
• Water Infrastructure			8				4				40				4
• Applied Water			4				—				12				—
Adjusted Operating Income*
• Total Xylem			130				120				306				359
• Water Infrastructure			96				89				211				260
• Applied Water			44				44				137				137
Adjusted Operating Margin*
• Total Xylem			13.5	%			12.9	%			10.9	%			12.7	%
• Water Infrastructure			15.5	%			15.0	%			11.9	%			14.5	%
• Applied Water			12.2	%			12.6	%			12.6	%			12.7	%

 

*	Adjusted Operating Income excludes restructuring & realignment costs and special charges in 2013 and excludes restructuring & realignment costs and non-recurring separation costs in 2012.

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Xylem Inc. Non-GAAP Reconciliation

Adjusted Diluted EPS

($ Millions, except per share amounts)

 

		Q3 2012												Q3 2013
		As Reported				Adjustments				Adjusted				As Reported				Adjustments				Adjusted
Total Revenue			931								931				965								965
Operating Income			111				9a				120				98				32c				130
Operating Margin			11.9	%							12.9	%			10.2	%							13.5	%
Interest Expense			(14	)							(14	)			(14	)							(14	)
Other Non-Operating Income (Expense)			3								3				(1	)							(1	)
Income before Taxes			100				9				109				83				32				115
Provision for Income Taxes			(28	)			2b				(26	)			(10	)			(13	)d			(23	)
Net Income			72				11				83				73				19				92
Diluted Shares			186.3								186.3				186.0								186.0
Diluted EPS		$	0.38			$	0.06			$	0.44			$	0.39			$	0.10			$	0.49
		Q3 YTD 2012												Q3 YTD 2013
		As Reported				Adjustments				Adjusted				As Reported				Adjustments				Adjusted
Total Revenue			2,822								2,822				2,804								2,804
Operating Income			339				20a				359				234				72c				306
Operating Margin			12.0	%							12.7	%			8.3	%							10.9	%
Interest Expense			(41	)							(41	)			(41	)							(41	)
Other Non-Operating Income (Expense)			1								1				(2	)							(2	)
Income before Taxes			299				20				319				191				72				263
Provision for Income Taxes			(75	)			(2	)b			(77	)			(31	)			(24	)d			(55	)
Net Income			224				18				242				160				48				208
Diluted Shares			186.2								186.2				186.2								186.2
Diluted EPS		$	1.20			$	0.09			$	1.29			$	0.86			$	0.26			$	1.12

 

a	One-time separation costs and restructuring & realignment costs

b	Net tax impact of separation costs, restructuring & realignment costs and special tax items

c	Restructuring & realignment costs and special charges

d	Net tax impact of restructuring & realignment costs, special charges and special tax items

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Xylem Inc. Non-GAAP Reconciliation

Net Cash - Operating Activities vs. Free Cash Flow

($ Millions)

 

		Nine Months Ended
		2013				2012
Net Cash - Operating Activities		$	163			$	230
Capital Expenditures			(91	)			(81	)
Free Cash Flow, including separation costs			72				149
Cash Paid for Separation Costs (incl. Capex)			—				22
Free Cash Flow, excluding separation costs*		$	72			$	171
Net Income			160				224
Separation Costs, net of tax (incl. tax friction)			—				11
Net Income, excluding separation costs*		$	160			$	235
Free Cash Flow Conversion			45	%			73	%

 

*	Separation costs are not excluded in 2013

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Xylem Inc. Non-GAAP Reconciliation

Guidance

($ Millions, except per share amounts)

 

2013 Guidance														Illustration of Mid Point Guidance
		FY ‘12												FY ‘13
		As Reported				Adjustments				Adjusted				As Projected				Adjustments				Adjusted
Total Revenue			3,791								3,791				3,770								3,770
Segment Operating Income			512				30a				542				425				73c				498
Segment Operating Margin			13.5	%							14.3	%			11.3	%							13.2	%
Corporate Expense			69				(16	)b			53				78				(20	)d			58
Operating Income			443				46				489				347				93				440
Operating Margin			11.7	%							12.9	%			9.2	%							11.7	%
Interest Expense			(55	)							(55	)			(55	)							(55	)
Other Non-Operating Income (Expense)			—								—				(3	)							(3	)
Income before Taxes			388				46				434				289				93				382
Provision for Income Taxes			(91	)			(13	)e			(104	)			(48	)			(32	)e			(80	)
Net Income			297				33				330				241				61				302
Diluted Shares			186.2								186.2				186.0								186.0
Diluted EPS		$	1.59			$	0.18			$	1.77			$	1.30			$	0.33			$	1.63

 

a	One-time separation, restructuring and realignment costs incurred at the segment level

b	One-time separation, restructuring and realignment costs incurred at the corporate level

c	Restructuring and realignment costs incurred at the segment level

d	Special charges incurred at the corporate level

e	Net tax impact of above items, plus the addition of special tax items

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Xylem Inc. Non-GAAP Reconciliation

Adjusted Operating Income

($ Millions)

 

																						Mid Point Guidance
		2008				2009				2010				2011				2012				2013E
Revenue			3,291				2,849				3,202				3,803				3,791				3,770
Operating Income			315				276				388				395				443				347
Operating Margin			9.6	%			9.7	%			12.1	%			10.4	%			11.7	%			9.2	%
Restructuring, Realignment & Special Charges			41				31				15				—				24				93
Separation Costs*			—				—				—				87				22				—
Adjusted Operating Income			356				307				403				482				489				440
Adjusted Operating Margin			10.8	%			10.8	%			12.6	%			12.7	%			12.9	%			11.7	%
Standalone Costs			—				—				—				5				28				—
Adj. Operating Income, excl. Standalone Costs			356				307				403				487				517				440
Adjusted Operating Margin, excl. Standalone Costs			10.8	%			10.8	%			12.6	%			12.8	%			13.6	%			11.7	%

 

*	2013 separation costs are not excluded from adjusted operating income.

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