Xylem Inc. reports third quarter 2012 results

Xylem Inc. (NYSE: XYL), a leading global water technology company focused on solving the world’s most challenging water issues, today reported third quarter revenue of $931 million, up 3 percent on a constant currency basis, down 1 percent as reported from the third quarter 2011. Third quarter net income was $72 million or $0.38 per share, down $0.04 per share from the same period last year. Adjusting for one-time separation costs resulting from the Xylem spinoff from ITT Corporation on October 31, 2011, and special items, net income was $83 million or $0.44 per share, down $0.01 per share over the third quarter 2011 on a normalized basis.*

"As we mark our first anniversary as a stand-alone water company, our performance showcases both the strength of our global portfolio, with 9 percent constant currency revenue growth in the emerging markets, and our strategic focus on margin expansion through the execution of our Customer Excellence sales initiative and cost discipline,” said Gretchen McClain, President and Chief Executive Officer of Xylem. “We’re also seeing the benefit of our investments in acquisitions. Just last week we completed the purchase of Heartland Pump, which expands our U.S. reach in dewatering rental and service, and grows our presence in industrial markets. And our two other recent acquisitions, YSI and MJK Automation, both continue to perform well and help establish our Analytics business as a long-term growth platform.”

McClain said the company continues to move forward with restructuring and realignment initiatives, and now foresees approximately $20 million in aggregated costs during 2012 to position the business for future growth. The company maintains its outlook for full-year 2012 revenue of $3.8 billion, and has revised the mid-point of its 2012 earnings guidance to $1.76 from $1.77 per share to reflect the $0.01 per share dilutive impact of the Heartland Pump acquisition.

Business 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.

  • Third quarter 2012 segment revenue was $595 million, up 7 percent in constant currencies, and up 2 percent as reported, with growth in public utility activity in all regions more than offsetting weakness in industrial.
  • Third quarter adjusted segment operating margin was 15.0 percent. Stand-alone costs negatively impacted operating margin 50 basis points for the third quarter of 2012.

Applied Water

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

  • Third quarter 2012 segment revenue was $350 million, down 2 percent in constant currencies, and 5 percent as reported, reflecting comparison to a particularly strong third quarter 2011, and ongoing weakness in commercial building services.
  • Third quarter adjusted segment operating margin was 12.6 percent. Stand-alone costs negatively impacted operating margin 60 basis points for the third quarter of 2012.

More detail available

Supplemental information on Xylem’s third quarter earnings and reconciliations for certain non-GAAP items is 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 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. In 2012, Xylem was named to the Dow Jones Sustainability World Index 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, 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.

*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.

XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED INCOME STATEMENTS (Unaudited)

(in millions, except per share data)

Three Months Nine Months
For the periods ended September 30,2012 2011 2012 2011
Revenue $931 $ 939 $2,822 $ 2,800
Cost of revenue 557 574 1,702 1,719
Gross profit 374 365 1,120 1,081
Selling, general and administrative expenses 231 215 682 643
Research and development expenses 24 23 80 73
Restructuring and asset impairment charges, net 4 2 4 2
Separation costs 4 46 15 67
Operating income 111 79 339 296
Interest expense 14 1 41 2
Other non-operating income, net 3 4 1 5
Income before taxes 100 82 299 299
Income tax expense 28 5 75 72
Net income $72 $ 77 $224 $ 227
Earnings per share:
Basic $0.39 $ 0.42

$

1.20 $ 1.23
Diluted $0.38 $ 0.42

$

1.20 $ 1.23
Weighted average number of shares:
Basic 185.9 184.6 185.7 184.6
Diluted 186.3 184.6 186.2 184.6
Dividends declared per share $0.1012 $ $

0.3036

$
XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except per share amounts)

September 30,

December 31,
2012 2011
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $424 $ 318
Receivables, less allowances for discounts and doubtful accounts

of $33 and $37 in 2012 and 2011, respectively

801

756

Inventories, net 467 426
Prepaid and other current assets 106 97
Deferred income tax assets 36 45
Total current assets 1,834 1,642
Property, plant and equipment, net 464 463
Goodwill 1,621 1,610
Other intangible assets, net 485 505
Other non-current assets 192 173
Total assets$4,596 $ 4,393
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $316 $ 322
Accrued and other current liabilities 456 490
Short-term borrowings and current maturities of long-term debt 13 5
Total current liabilities 785 817
Long-term debt 1,199 1,201
Accrued postretirement benefits 319 316
Deferred income tax liability 170 165
Other non-current accrued liabilities 69 67
Total liabilities2,542 2,566
Commitments and contingencies

Stockholders’ equity:

Common Stock – authorized 750.0 shares, par value $0.01 per share:
Issued 186.0 shares and 184.6 shares in 2012 and 2011, respectively 2 2
Capital in excess of par value 1,699 1,663
Retained earnings 206 40
Treasury stock – at cost 0.2 shares and 0 shares in 2012 and 2011, respectively (6)
Accumulated other comprehensive income 153 122
Total stockholders’ equity2,054 1,827
Total liabilities and stockholders’ equity$4,596 $ 4,393
XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

For the nine months ended September 30,20122011
Operating Activities
Net income $224 $ 227
Adjustments to reconcile net income to net cash provided

by operating activities:

Depreciation and amortization 103 104
Share-based compensation 16 7
Non-cash separation costs 8
Restructuring and asset impairment charges 4 2
Payments for restructuring (7 )
Changes in assets and liabilities (net of acquisitions):
Changes in receivables (33) (58 )
Changes in inventories (33) (40 )
Changes in accounts payable (7) (31 )
Changes in accrued liabilities (30) 14
Changes in accrued taxes 1 4
Net changes in other assets and liabilities (14) 18
Other, net (1) 4
Net Cash - Operating activities230 252
Investing Activities
Capital expenditures (81) (79 )
Acquisitions, net of cash required (12) (309 )
Proceeds from the sale of property, plant and equipment 4 9
Other, net 2
Net Cash - Investing activities(89) (377 )
Financing Activities
Net transfer to former parent (9) (1,012 )
Issuance of short-term debt 12 5
Issuance of senior notes, net of discount 1,189
Principal payments of debt and capital lease obligations (6)
Purchase of common stock (4)
Proceeds from exercise of employee stock options 22
Dividends paid (56)
Net Cash - Financing activities(41) 182
Effect of exchange rate changes on cash6 (4 )
Net change in cash and cash equivalents 106 53
Cash and cash equivalents at beginning of year 318 131
Cash and cash equivalents at end of year$424 $ 184

Supplemental disclosure of cash flow information:

Cash paid during the period for:
Interest $38 $
Income taxes (net of refunds received) $76 $ 37
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.

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) = (B + D) / A
Change % Change

Change % Change
Orders Orders 2012 v. 2011 2012 v. 2011

Acquisitions / Divestitures

FX Contribution Eliminations Adj. 2012 v. 2011 Adj. 2012 v. 2011
2012 2011
Nine Months Ended September 30
Xylem Inc. 2,856 2,942 (86 ) -2.9 % (88 ) 108 - (66 ) -2.2 % 0.7 %
Water infrastructure 1,819 1,865 (46 ) -2.5 % (88 ) 82 - (52 ) -2.8 % 1.9 %
Applied Water 1,086 1,122 (36 ) -3.2 % - 30 (8 ) (14 ) -1.2 % -0.5 %
Quarter Ended September 30, 2012
Xylem Inc. 882 966 (84 ) -8.7 % (21 ) 39 - (66 ) -6.8 % -4.7 %
Water infrastructure 564 621 (57 ) -9.2 % (21 ) 29 - (49 ) -7.9 % -4.5 %
Applied Water 334 358 (24 ) -6.7 % - 12 (5 ) (17 ) -4.7 % -3.4 %
Quarter Ended June 30
Xylem Inc. 970 998 (28 ) -2.8 % (30 ) 51 - (7 ) -0.7 % 2.3 %
Water infrastructure 617 632 (15 ) -2.4 % (30 ) 40 - (5 ) -0.8 % 4.0 %
Applied Water 370 383 (13 ) -3.4 % - 13 (2 ) (2 ) -0.5 % 0.0 %
Quarter Ended March 31
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 %
Note: Due to rounding the sum of segment amounts may not agree to Xylem totals.
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) = (B + D) / A
Change % Change

Change % Change
Revenue Revenue 2012 v. 2011 2012 v. 2011

Acquisitions / Divestitures

FX Contribution Eliminations Adj. 2012 v. 2011 Adj. 2012 v. 2011
2012 2011
Nine Months Ended September 30
Xylem Inc. 2,822 2,800 22 0.8 % (87 ) 101 - 36 1.3 % 4.4 %
Water infrastructure 1,788 1,737 51 2.9 % (87 ) 75 - 39 2.2 % 7.3 %
Applied Water 1,078 1,108 (30 ) -2.7 % - 30 (3 ) (3 ) -0.3 % 0.0 %
Quarter Ended September 30, 2012
Xylem Inc. 931 939 (8 ) -0.9 % (21 ) 38 - 9 1.0 % 3.2 %
Water infrastructure 595 584 11 1.9 % (21 ) 28 - 18 3.1 % 6.7 %
Applied Water 350 368 (18 ) -4.9 % - 12 (2 ) (8 ) -2.2 % -1.6 %
Quarter Ended June 30
Xylem Inc. 966 971 (5 ) -0.5 % (32 ) 49 - 12 1.2 % 4.5 %
Water infrastructure 609 602 7 1.2 % (32 ) 37 (1 ) 11 1.8 % 7.3 %
Applied Water 373 385 (12 ) -3.1 % - 13 (1 ) - 0.0 % 0.3 %
Quarter Ended March 31
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 the sum of segment amounts may not agree to Xylem totals.
Xylem Inc. Non-GAAP Reconciliation
Adjusted Diluted EPS
For The Three and Nine Months Ended September 30, 2012 & 2011
($ Millions, except per share amounts)
Q1 2012Q2 2012Q3 2012YTD 2012
Net Income 638972224
Separation Costs, Net of Tax 44311
Restructuring & Realignment, Net of Tax --44
Adjusted Net Income before Special Tax Items 679379239
Special Tax Items -(1)43
Adjusted Net Income 679283242
Diluted Earnings per Share $0.34$0.48$0.38$1.20
Separation Costs per Share $0.02$0.02$0.02$0.06
Restructuring & Realignment Costs per Share $0.00$0.00$0.02$0.02
Adjusted Diluted EPS before Special Tax Items $0.36$0.50$0.42$1.28
Special Tax Items per Share $0.00($0.01)$0.02$0.01
Adjusted Diluted EPS$0.36$0.49$0.44$1.29
Q1 2011Q2 2011Q3 2011YTD 2011
Net Income 787277227
Separation Costs, Net of Tax 2272554
Adjusted Net Income before Special Tax Items 8099102281
Special Tax Items -4(1)3
Adjusted Net Income 80103101284
Diluted Earnings per Share $0.42$0.39$0.42$1.23
Separation Costs per Share $0.01$0.15$0.13$0.29
Adjusted Diluted EPS before Special Tax Items $0.43$0.54$0.55$1.52
Special Tax Items per Share $0.00$0.02($0.01)$0.01
Adjusted Diluted EPS$0.43$0.56$0.54$1.53
Xylem Inc. Non-GAAP Reconciliation
Adjusted Operating Income
($ Millions)
Q3YTD
'12'11'12'11
Total Revenue
• Total Xylem 931 939 2,822 2,800
• Water Infrastructure 595 584 1,788 1,737
• Applied Water 350 368 1,078 1,108
Operating Income
• Total Xylem 111 79 339 296
• Water Infrastructure 85 87 253 245
• Applied Water 43 37 135 133
Operating Margin
• Total Xylem 11.9 % 8.4 % 12.0 % 10.6 %
• Water Infrastructure 14.3 % 14.9 % 14.1 % 14.1 %
• Applied Water 12.3 % 10.0 % 12.5 % 12.0 %
Separation Costs
• Total Xylem 4 46 15 67
• Water Infrastructure - 8 3 10
• Applied Water 1 9 2 9
Restructuring & Realignment Costs
• Total Xylem 5 - 5 -
• Water Infrastructure 4 - 4 -
• Applied Water - - - -
Adjusted Operating Income*
• Total Xylem 120 125 359 363
• Water Infrastructure 89 95 260 255
• Applied Water 44 46 137 142
Adjusted Operating Margin*
• Total Xylem 12.9 % 13.3 % 12.7 % 13.0 %
• Water Infrastructure 15.0 % 16.3 % 14.5 % 14.7 %
• Applied Water 12.6 % 12.5 % 12.7 % 12.8 %
*Adjusted Operating Income excludes non-recurring separation, restructuring & realignment costs
Xylem Inc. Non-GAAP Reconciliation
Normalized and Adjusted Diluted EPS
($ Millions, except per share amounts)
Q3 2011Q3 2012
As ReportedAdjustmentsAdjustedAdjustmentsNormalizedAs ReportedAdjustmentsAdjusted
Total Revenue 939 939 939 931 931
Operating Income 79 46 a 125 (8 ) c 117 111 9 a 120
Operating Margin 8.4 % 13.3 % 12.5 % 11.9 % 12.9 %
Interest Expense (1 ) (1 ) (13 ) d (14 ) (14 ) (14 )
Other Non-Operating Income (Expense) 4 4 4 3 3
Income before Taxes 82 46 128 (21 ) 107 100 9 109
Provision for Income Taxes (5 ) (22 ) b (27 ) 4 e (23 ) (28 ) 2 b (26 )
Net Income 77 24 101 (17 ) 84 72 11 83
Diluted Shares 184.6 184.6 186.3 186.3
Diluted EPS$0.42$0.12$0.54$(0.09)$0.45$0.38$0.06$0.44
a One time separation, restructuring & realignment costs
b Tax impact of one time separation costs and special tax items
c

Incremental stand-alone costs incurred in 2012

d Incremental interest expense on long-term debt entered into in conjunction with the spin
e

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

Xylem Inc. Non-GAAP Reconciliation
Net Cash - Operating Activities vs. Free Cash Flow
For The Nine Months Ended September 30, 2012 & 2011
($ Millions)
Nine Months Ended
2012 2011
Net Cash - Operating Activities 230 252
Capital Expenditures (81 ) (79 )
Free Cash Flow, including separation costs 149 173
Cash Paid for Separation Costs (incl. Capex) 22 62
Free Cash Flow, excluding separation costs 171 235
Net Income 224 227
Separation Costs, net of tax (incl. tax friction) 11 54
Adjusted Net Income 235 281
Free Cash Flow Conversion 73 % 84 %
Xylem Inc. Non-GAAP Reconciliation
Guidance
($ Millions, except per share amounts)
Illustration of Mid Point Guidance
2012 Guidance
FY '11FY '12
As ReportedAdjustmentsAdjustedAdjustmentsNormalizedAs ProjectedAdjustmentsAdjusted
Total Revenue 3,803 3,803 3,803 3,800 3,800
Segment Operating Income 503 29 a 532 (10 ) d 522 516 25 h,i 541
Segment Operating Margin 13.2 % 14.0 % 13.7 % 13.6 % 14.2 %
Corporate Expense 108 (58 ) b 50 18 e 68 68 (15 ) h 53
Operating Income 395 87 482 (28 ) 454 448 40 488
Operating Margin 10.4 % 12.7 % 11.9 % 11.8 % 12.8 %
Interest Expense (17 ) (17 ) (39 ) f (56 ) (54 ) (54 )
Other Non-Operating Income (Expense) 5 5 5 (1 ) (1 )
Income before Taxes 383 87 470 (67 ) 403 393 40 433
Provision for Income Taxes (104 ) (8 ) c (112 ) 16 g (96 ) (99 ) (7 ) j (106 )
Net Income 279 79 358 (51 ) 307 294 33 327
Diluted Shares 185.3 185.3 186.2 186.2
Diluted EPS$1.50$0.43$1.93$(0.27)1.661.580.181.76
a One time separation costs incurred at the segment level
b One time separation costs incurred at the corporate level
c Net tax impact of above items, plus the addition of 2011 special tax items
d

Incremental stand-alone costs to be incurred in 2012 at the segment level ($10M)

e

Incremental stand-alone costs to be incurred in 2012 at the corporate level ($18M)

f Incremental interest expense on long-term debt to be incurred in 2012
g

Tax impact of incremental interest expense and stand-alone costs to be incurred in 2012

h Expected one time separation costs of $5M and $15M to be incurred at the segments and headquarters, respectively.
i Restructuring & realignment costs of $20M to be incurred at the segments.
j Tax impact of one time separation, restructuring & realignment costs expected to be incurred in 2012 and tax special items realized through Q3 2012.
Xylem Inc. Non-GAAP Reconciliation
Adjusted Operating Income
($ Millions)
Mid Point Guidance
20082009201020112012E
Revenue 3,291 2,849 3,202 3,803 3,800
Operating Income 315 276 388 395 448
Operating Margin9.6%9.7%12.1%10.4%11.8%
Restructuring & Realignment 41 31 15 - 20
Separation Costs - - - 87 20
Adjusted Operating Income 356 307 403 482 488
Adjusted Operating Margin10.8%10.8%12.6%12.7%12.8%

Stand-alone Costs

- - - 5 28

Adj. Operating Income, excl. Stand-alone Costs

356 307 403 487 516

Adjusted Operating Margin, excl. Stand-alone Costs

10.8%10.8%12.6%12.8%13.6%

Contacts:

Xylem Inc.
Media
Tom Glover, +1-914-323-5891
Tom.Glover@xyleminc.com
or
Investors
Phil De Sousa, +1-914-323-5930
Phil.DeSousa@xyleminc.com
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