Skip to content
AnalystLens

XYL · Xylem

152 filings

8-K

XYL 8-K Current Reports

Xylem - 152 current reports

Filing record · 2016–202610-K1110-Q338-K102

XYL filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 102 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Dec ’17Dec ’17
  2. Leadership change8-K · Aug ’20Aug ’20
  3. Deal closed8-K · May ’23May ’23
  4. FY2024 annual report10-K · Mar ’25Mar ’25
Showing 1-50 of 152 filings
8-K
Earnings & ResultsLeadership ChangesExhibits & Filings

Xylem 8-K Report, Financial Results (Oct 27, 2026)

Xylem Inc. (NYSE: XYL) reported third-quarter 2026 results on October 27, 2026, with orders of $2.3 billion, up 7% on a reported basis and 10% organically, and revenue of $2.2 billion, down 3% on a reported basis and flat organically. Reported diluted EPS was $1.25, up 34%, while adjusted EPS was $1.44, up 5%. Net income attributable to Xylem was $291 million, and the adjusted EBITDA margin was 23.9%, up 70 basis points year over year, driven by productivity savings and price realization. Xylem lowered its full-year 2026 outlook. Revenue is now forecast at approximately $8.95 billion, down 1% on a reported basis (previously up 2%), and flat organically (previously up 2 to 3%). Adjusted EPS guidance is $5.40 to $5.45, down from $5.55 to $5.70, and free cash flow margin is expected at approximately 10.2%, versus 10.2% to 11.0% previously. The company also announced its intent to divest Applied Water International and Specialty Flow Control, and to reorganize from four segments into three (Treatment and Services, Flow Solutions, and Measurement and Analytics) beginning January 1, 2027. In a related 8-K item, Hayati Yarkadas, EVP and President of Water Infrastructure, will cease to be an executive officer effective January 1, 2027, as the Water Infrastructure segment is eliminated. He will remain employed through a transition period to lead the planned divestitures, with a $1.2 million special success incentive tied to closing the final divestiture and enhanced equity treatment on involuntary termination.

Oct 27, 20268-K
Other EventsExhibits & Filings

Xylem 8-K Report, Corporate Update (Sep 29, 2026)

On September 29, 2026, Xylem Inc. completed a public offering of $1.5 billion in senior unsecured notes, consisting of three $500 million tranches: 5.250% Senior Notes due 2029, 5.450% Senior Notes due 2032, and 5.850% Senior Notes due 2037. The Company intends to use the net proceeds, together with cash on hand, to finance all or a portion of the purchase price for its previously announced acquisition of the Cornell Pump and Roper Pump businesses, pay associated costs and expenses, and for general corporate purposes. The Notes rank equally with all of Xylem's other unsecured and unsubordinated obligations. Interest on the 2029 Notes is payable semiannually on March 28 and September 28, beginning March 28, 2027, and interest on the 2032 and 2037 Notes is payable semiannually on January 15 and July 15, beginning January 15, 2027. The Indenture includes customary covenants limiting liens on certain property, sale and leaseback transactions above a threshold, and consolidations or mergers, as well as a change-of-control repurchase offer at 101% of principal if a change of control is accompanied or followed by a rating downgrade within a specified period. A key investor protection is the special mandatory redemption feature. If the Acquisition is not consummated by the later of August 10, 2027 and any extended termination date under the equity purchase agreement, if that agreement is terminated, or if the Company notifies the Trustee it will not pursue the Acquisition, the Company must redeem all Notes at 101% of principal plus accrued interest. The Notes were issued under a Form S-3 shelf registration statement (File No. 333-297937) and underwriting agreement dated September 15, 2026, with Citigroup Global Markets Inc. and others as representatives of the underwriters.

Sep 29, 20268-K
Material AgreementsFinancial EventsExhibits & Filings

Xylem 8-K Report, Material Agreement (Sep 9, 2026)

On September 8, 2026, Xylem Inc. entered into a new Five-Year Revolving Credit Facility Agreement (the "2026 Credit Agreement"), a senior unsecured revolving credit facility of up to $1.5 billion, available in U.S. dollars and Euros. The facility is arranged by a syndicate led by Citibank, N.A., BNP Paribas Securities Corp., ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, with Citibank as Administrative Agent. The Company may request increases of up to $500 million, for a maximum aggregate principal amount of $2.0 billion, with lender consent. Proceeds are to be used for working capital and other general corporate purposes. No borrowings were outstanding under the facility as of the filing date. In connection with the new agreement, the Company terminated its Five-Year Revolving Credit Facility Agreement dated March 1, 2023 (the "2023 Credit Agreement"), which provided a $1.0 billion senior unsecured revolver with accordion increases of up to $300 million, for a maximum of $1.3 billion. The 2026 facility therefore represents a larger commitment than the facility it replaces, with a maximum potential size of $2.0 billion versus $1.3 billion previously. Key terms of the 2026 Credit Agreement include interest at a Term SOFR or EURIBOR rate plus an applicable margin, or a base rate at the Company's election. Pricing is set by a grid tied to the Company's credit rating, with an adjustment linked to an annual Sustainability Spread Adjustment. The agreement requires a consolidated total debt to consolidated EBITDA ratio, measured over the last four fiscal quarters, and contains customary covenants limiting secured debt, subsidiary debt, liens, sale and lease-back transactions, mergers, and asset sales. The Company may designate subsidiaries as borrowers, subject to conditions.

Sep 9, 20268-K
Leadership ChangesRegulation FDExhibits & Filings

Xylem 8-K Report, Executive Changes (Aug 18, 2026)

Xylem Inc. (NYSE: XYL) disclosed in an 8-K filed August 18, 2026 that Executive Vice President and Chief Financial Officer William K. Grogan will resign effective August 31, 2026 to pursue another professional opportunity. He will remain employed through September 13, 2026 to facilitate an orderly transition. The Board appointed Andrea van der Berg, currently Senior Vice President, Finance of the Water Infrastructure segment, as EVP and CFO effective September 1, 2026. She reports to President and CEO Matthew Pine and joins the Executive Leadership Team. Van der Berg, age 43, previously served as Vice President, Investor Relations (May 2022 to August 2024) and Vice President, Corporate Financial Planning and Analysis (April 2020 to May 2022), and held finance roles at MSCI Inc. and Honeywell International Inc. Her compensation package includes an annual base salary of $675,000, an AIP target of 80% of base salary, and a new LTIP target award of $1,750,000. She will also receive a one-time 2026 LTIP award with a grant date value of $787,500, granted on or about September 1, 2026, split across performance share units (50%), restricted stock units (25%) and stock options (25%). The filing states there are no related person transactions requiring disclosure. In a companion Item 7.01 press release (Exhibit 99.1), Xylem reaffirmed its third-quarter and full-year 2026 guidance, which was originally issued on July 28, 2026. The filing furnishes the release and states it is not deemed filed under Section 18 of the Exchange Act.

Aug 18, 20268-K
Leadership ChangesExhibits & Filings

Xylem 8-K Report, Executive Changes (Aug 13, 2026)

Xylem Inc. (NYSE: XYL) filed an 8-K on August 13, 2026 reporting the appointment of D. Christian Koch to its Board of Directors. The Board increased its size from 9 to 10 directors and filled the new seat with Mr. Koch, effective immediately. The Board also named him to the Leadership Development and Compensation Committee and the Nominating and Governance Committee, effective immediately. The Board determined that Mr. Koch is independent under the Company's Corporate Governance Principles, NYSE listing standards, and SEC rules. Mr. Koch currently serves as Chairman, President and Chief Executive Officer of Carlisle Companies Incorporated, which the press release describes as a supplier of building envelope products with approximately $5 billion in annual revenue. Prior to joining Carlisle in 2008, he held leadership roles at Graco Inc. and H.B. Fuller. The filing states he has more than 30 years of global leadership experience spanning operations, manufacturing, strategy and business transformation. He will receive standard non-employee director compensation, prorated for the current term, as described in the Company's 2026 Proxy Statement filed March 20, 2026. The filing does not report any financial results, guidance, or transactions. Its investor relevance is governance-related: a new independent director with public and private company board experience, added to the board's compensation and nominating committees.

Aug 13, 20268-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Jul 28, 2026)

Xylem Inc. (NYSE: XYL) reported second-quarter 2026 results for the quarter ended June 30, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenue was $2.3 billion, up 2% on a reported basis and 1% organically, while orders were $3.1 billion, up 42% on a reported basis and 41% organically. Net income attributable to Xylem was $263 million, or $1.11 per share, up 19% per share on a reported basis; adjusted EPS was $1.46, up 16%. Management attributed the results to strong operational performance and lower restructuring and realignment costs, partially offset by higher income tax expense and a loss on sale of businesses. Xylem raised its full-year 2026 adjusted EPS guidance to $5.55 to $5.70, up from $5.35 to $5.60. It now forecasts full-year revenue of approximately $9.2 billion, up approximately 2% on a reported basis (previously 2 to 3%), and organic growth of approximately 2 to 3% (previously 2 to 4%). The adjusted EBITDA margin outlook is 23.1% to 23.5%, and the free cash flow margin outlook is still 10.2% to 11.0%. On the balance sheet, cash and cash equivalents were $1.28 billion at June 30, 2026, and long-term debt rose to $2.40 billion from $1.41 billion at year-end 2025. Treasury stock increased to $2.02 billion from $768 million, reflecting $1.24 billion of common stock repurchases in the first half of 2026. Second-quarter adjusted EBITDA margin was 23.3%, up 150 basis points year over year.

Jul 28, 20268-K
Material AgreementsFinancial EventsOther Events+1

Xylem 8-K Report, Material Agreement (May 29, 2026)

Xylem Inc. (XYL) completed a public offering on May 29, 2026 of $1.0 billion in senior unsecured notes, split into two $500 million tranches: 5.200% Senior Notes due June 1, 2033 (the 2033 Notes) and 5.450% Senior Blue Notes due June 1, 2036 (the 2036 Blue Notes). Interest is payable semiannually on June 1 and December 1, beginning December 1, 2026. The notes were issued under a senior indenture dated March 11, 2016, as supplemented, with Deutsche Bank Trust Company Americas as trustee. The notes rank equally with the company's other unsecured and unsubordinated obligations. The company states it intends to use the net proceeds from the 2033 Notes to repay or redeem its $500 million 3.250% Senior Notes maturing November 1, 2026, at or prior to maturity, and for general corporate purposes. Proceeds from the 2036 Blue Notes are to be allocated to a portfolio of eligible blue projects, with any unallocated balance held in its treasury liquidity portfolio or in cash or short-term instruments pending allocation. The indenture includes covenants limiting secured debt above a threshold, certain sale and leaseback transactions above a threshold, and consolidations, mergers, or asset conveyances of all or substantially all assets. If a change of control is accompanied or followed by a rating downgrade within a specified period, the company must offer to repurchase the notes at 101% of principal plus accrued interest. The offering was made under an S-3 shelf registration (File No. 333-273653) and an underwriting agreement dated May 19, 2026 with five underwriters.

May 29, 20268-K
Shareholder Matters

Xylem 8-K Report, Shareholder Vote Results (May 18, 2026)

At its 2026 Annual Meeting of Shareholders, held May 14, 2026, Xylem Inc. shareholders elected all nine nominees to the board for one-year terms, ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, approved the advisory vote on named executive compensation, and approved the implementation of the Xylem Inc. 2026 Employee Stock Purchase Plan. The filing reports that 212,209,479 shares, or 88.12% of the common stock outstanding on the March 19, 2026 record date, were represented at the meeting. All nine director nominees received substantially more votes for than against. Peribere received the most opposition, with 20,750,136 votes against, and Friel received 10,131,092 against. Harker received 13,091,788 against. The say-on-pay proposal passed with 176,623,615 votes for and 24,442,685 against, a noticeably larger opposition count than the director votes. The Deloitte ratification drew 205,386,746 votes for and 6,164,834 against, and the employee stock purchase plan drew 200,869,123 votes for and 313,939 against. The filing is a voting-results report and does not disclose new financial results, guidance, or transactions. Its main investor-relevant content is the level of shareholder dissent on executive pay and certain director nominees.

May 18, 20268-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Apr 28, 2026)

Xylem Inc. reported first-quarter 2026 results on April 28, 2026, via a press release furnished as Exhibit 99.1. Revenue was $2.1 billion ($2,125 million), up 3% on a reported basis but flat organically. Orders were $2.2 billion ($2,228 million), also up 3% reported and flat organically. Net income attributable to Xylem was $193 million, or $0.79 per diluted share, compared with $169 million, or $0.69, a year earlier. Adjusted net income attributable to Xylem was $272 million, or $1.12 per share, up 9% from $1.03. The reported EPS gain was helped by a reduction in the estimated loss on sale of businesses, partly offset by higher restructuring and realignment costs. Adjusted EBITDA margin was 20.6% in the quarter, up 20 basis points year over year, with productivity savings and price realization exceeding the effects of inflation, mix and lower volumes. Operating cash flow was $108 million, against $33 million a year earlier, and capital expenditures were $90 million. The company repurchased $563 million of common stock during the quarter, and treasury stock rose to $1,368 million from $768 million at year-end 2025. Cash and cash equivalents fell to $808 million from $1,479 million at December 31, 2025. For full-year 2026, Xylem raised its reported revenue guidance to approximately $9.2 to $9.3 billion, up roughly 2% to 3% on a reported basis from the prior 1% to 3%. Organic growth guidance of 2% to 4% was unchanged, and adjusted EPS guidance of $5.35 to $5.60 was reaffirmed. The company also expects an adjusted EBITDA margin of 22.9% to 23.3% and a free cash flow margin of 10.2% to 11.0%.

Apr 28, 20268-K
Other Events

Xylem 8-K Report, Corporate Update (Feb 25, 2026)

Xylem Inc. (XYL) disclosed in a Form 8-K filed under Item 8.01 (Other Events) that its Board of Directors approved on February 25, 2026 a new share repurchase program. The program authorizes the Company to purchase up to $1.5 billion of its common stock, $0.01 par value, and has no expiration date. Repurchases may be made through open market purchases or otherwise, in compliance with applicable laws and regulations, at such times and in such amounts as do not exceed the aggregate authorization. The filing states the program does not obligate Xylem to acquire any particular amount of common stock and may be suspended at any time at the Company's discretion. For investors, the key takeaway is the size and flexibility of the authorization: a $1.5 billion capacity with no end date gives management discretion over the timing and pace of buybacks, with no commitment to a specific level of repurchases.

Feb 25, 20268-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Feb 10, 2026)

Xylem Inc. (NYSE: XYL) filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish a February 10, 2026 press release reporting fourth-quarter and full-year 2025 results. For full-year 2025, revenue was $9.035 billion, up 6% on a reported basis and 5% organically, with diluted EPS of $3.92, up 7%, and adjusted EPS of $5.08, up 19%. Net income attributable to Xylem was $957 million for the year. Orders for the fourth quarter were $2.4 billion, up 9% on a reported basis and 7% organically, and fourth-quarter revenue was $2.4 billion, up 6% reported and 4% organically. Fourth-quarter diluted EPS was $1.37, up 2%, while adjusted EPS was $1.42, up 20%. Management attributed the adjusted profit growth to productivity and price, and the adjusted EBITDA margin for the quarter was 23.2%, up 220 basis points year over year. The Board declared a first-quarter dividend of $0.43 per share, an 8% increase, payable March 24, 2026 to holders of record as of February 24, 2026. For 2026, Xylem guided to full-year revenue of approximately $9.1 to $9.2 billion, up 1% to 3% on a reported basis and 2% to 4% organically, with adjusted EBITDA margin of approximately 22.9% to 23.3% and free cash flow margin of approximately 10.2% to 11%. The company also cited adjusted EPS guidance of $5.35 to $5.60 in the press release headline, and it highlighted its ongoing portfolio simplification and transformation efforts.

Feb 10, 20268-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Oct 28, 2025)

Xylem Inc. (NYSE: XYL) reported third-quarter 2025 results on October 28, 2025, with revenue of $2.3 billion, up 8% on a reported basis and 7% organically. Net income attributable to Xylem was $227 million, or $0.93 per share, up from $0.89 in the prior-year quarter. On an adjusted basis, earnings per share were $1.37, up 23%, and the adjusted EBITDA margin was 23.2%, a year-over-year increase of 200 basis points. Management attributed the margin expansion to productivity savings, strong price realization and volume, which exceeded the impact of inflation, investments and mix. Reported net income margin declined 30 basis points to 10.0%, reflecting a loss from the sale of businesses and higher tax expense, partially offset by lower interest expense. Xylem raised its full-year 2025 guidance. Revenue is now expected at approximately $9.0 billion, up roughly 5 to 6% on a reported basis (previously 4 to 5%) and up roughly 4 to 5% organically. Full-year adjusted EBITDA margin is forecast at 22.0% to 22.3%, and adjusted EPS at $5.03 to $5.08, versus the prior range of $4.70 to $4.85. Full-year free cash flow margin is still expected to be approximately 9% to 10%. Management stated that the company is solidly on track to deliver its long-term financial framework, while noting ongoing geopolitical, trade, macroeconomic and regulatory uncertainty. The nine-month results show revenue of $6.64 billion, up 5% on a reported basis, and diluted EPS of $2.55 versus $2.32. Operating cash flow for the nine months was $698 million, compared with $688 million a year earlier, and capital expenditures were $248 million. Goodwill rose to $8.28 billion from $7.98 billion at year-end 2024, and assets held for sale increased to $158 million. The filing itself is an 8-K furnishing the earnings press release as Exhibit 99.1.

Oct 28, 20258-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Jul 31, 2025)

Xylem Inc. (NYSE: XYL) reported second-quarter 2025 results on July 31, 2025, furnished as Exhibit 99.1 to this Form 8-K. Revenue was $2.3 billion, up 6% on both a reported and organic basis. Net income attributable to Xylem was $226 million, or $0.93 per share, and adjusted net income was $307 million, or $1.26 per share, with both EPS figures up 16%. Net income margin rose 90 basis points to 9.8 percent, and adjusted EBITDA margin was 21.8 percent, up 100 basis points year over year. Xylem raised its full-year 2025 outlook. It now forecasts revenue of approximately $8.9 to $9.0 billion, up approximately 4 to 5 percent on a reported basis versus the prior guidance of 1 to 2 percent, and up approximately 4 percent organically. Full-year adjusted EBITDA margin is expected to be approximately 21.3 to 21.8 percent, and adjusted EPS is now guided to $4.70 to $4.85, up from $4.50 to $4.70. Free cash flow margin guidance is unchanged at approximately 9 to 10 percent. For the six months ended June 30, 2025, revenue was $4.37 billion and GAAP net income attributable to Xylem was $395 million. Management attributed the margin expansion to productivity savings and strong price realization, and cited its simplification efforts as having yielded measurable gains in speed, accountability and customer responsiveness.

Jul 31, 20258-K
Shareholder Matters

Xylem 8-K Report, Shareholder Vote Results (May 16, 2025)

Xylem Inc. held its 2025 Annual Meeting of Shareholders on May 13, 2025, with 215,819,341 shares of common stock represented in person or by proxy, constituting 88.68% of outstanding common stock on the March 17, 2025 record date. Shareholders elected all nine nominees to one-year terms, ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025, and approved, on an advisory basis, the compensation paid to named executive officers as described in the 2025 proxy statement. The one contested item was a shareholder proposal on special shareholder meeting improvement, which failed to obtain approval. It received 94,569,014 votes for and 110,818,646 votes against, with 357,227 abstentions and 10,074,454 broker non-votes, so it did not secure a majority of the outstanding shares entitled to vote. For investors, the filing reflects a largely routine outcome: board composition, auditor ratification, and say-on-pay all passed. Governance-focused investors may note the level of opposition to individual directors, such as Jerome A. Peribere, who received 26,469,530 against votes, and the 26,648,724 against votes on the compensation advisory vote.

May 16, 20258-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Apr 29, 2025)

Xylem Inc. (NYSE: XYL) reported first-quarter 2025 results on April 29, 2025, as described in Exhibit 99.1, a press release furnished under Item 2.02. Revenue was $2.1 billion ($2,069 million versus $2,033 million a year earlier), up 2% on a reported basis and 3% on an organic basis. Reported diluted earnings per share were $0.69, up from $0.63, and adjusted EPS was $1.03, up 14%. Net income attributable to Xylem was $169 million, and adjusted net income was $251 million. Management cited strong operational performance and decreased interest expense, partially offset by higher restructuring and realignment costs, tax expense and a loss on sale of businesses. Adjusted EBITDA margin was 20.4%, a 120 basis point increase year over year, driven by productivity savings and price realization. For full-year 2025, Xylem raised its revenue guidance to approximately $8.7 to $8.8 billion, up 1 to 2% on a reported basis, versus 0 to 2% previously. Organic growth guidance of 3 to 4% was unchanged, and adjusted EPS guidance of $4.50 to $4.70 was reaffirmed. The company expects an adjusted EBITDA margin of approximately 21.3 to 21.8% and free cash flow margin of approximately 9 to 10%. Management said it is offsetting current tariff impacts with strategic pricing and proactive supply chain management, and that outlook reflects geopolitical, trade, macroeconomic and regulatory uncertainty. Cash flow from operations was $33 million in the quarter, down from $89 million a year earlier, and capital expenditures were $71 million. Cash and cash equivalents were $1,059 million at March 31, 2025, and long-term debt was $1,974 million. Total assets were $16,559 million.

Apr 29, 20258-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Feb 4, 2025)

Xylem Inc. reported fourth-quarter and full-year 2024 results in a Form 8-K furnished under Item 2.02, with the details in Exhibit 99.1. Fourth-quarter orders were $2.2 billion and revenue was $2.3 billion, both up 7% on a reported and organic basis. Full-year revenue was $8.6 billion, up 16% on a reported basis and 6% organically. Diluted EPS for the year was $3.65, up 31%, and adjusted EPS was $4.27, up 13%. Fourth-quarter reported net income of $326 million, or $1.34 per diluted share, was boosted by a non-recurring gain on the remeasurement of Xylem's previously held equity interest in Idrica, which was $152 million on the income statement. Excluding this and other items, adjusted net income was $287 million, or $1.18 per share, up 19%. Fourth-quarter adjusted EBITDA margin was 21.0%, up 140 basis points year over year, driven by productivity savings, price realization and higher volume. For 2025, Xylem guided to full-year revenue of approximately $8.6 to $8.7 billion, up approximately 0 to 2% reported and 3 to 4% organically, and adjusted EBITDA margin of approximately 21.3% to 21.8%. Adjusted EPS guidance is $4.50 to $4.70. The Board declared a first-quarter dividend of $0.40 per share, an 11% increase, payable March 19, 2025 to holders of record on February 18, 2025.

Feb 4, 20258-K
Earnings & ResultsFinancial Events

Xylem 8-K Report, Financial Results (Jan 30, 2025)

Xylem Inc. filed this Form 8-K on January 30, 2025 with two disclosures. Under Item 2.02 (Results of Operations and Financial Condition), the company confirmed that its financial results for the quarter and year ended December 31, 2024 will be largely in line with or above the guidance it provided in its October 31, 2024 earnings announcement. This information is furnished rather than filed. Under Item 2.05 (Costs Associated with Exit or Disposal Activities), management, under delegation from the Board of Directors on January 28, 2025, committed to a restructuring plan involving workforce reductions across all businesses and functions. The company says the plan is designed to streamline the organization in line with its 2024 Investor Day simplification strategy. The majority of reductions are expected in fiscal 2025, with some in 2026, subject to local laws. Xylem expects pre-tax restructuring charges of approximately $95 million to $115 million, primarily during 2025 with some in 2026, including about $19 million in the fourth quarter of 2024. The charges consist of cash-paid employee severance, termination benefits and associated costs. The company cautions that timing and amounts may differ due to local legal requirements, works council consultations and other unanticipated events.

Jan 30, 20258-K
Leadership ChangesExhibits & Filings

Xylem 8-K Report, Executive Changes (Jan 15, 2025)

Xylem Inc. disclosed in this Form 8-K, filed January 15, 2025, that director Jeanne Beliveau-Dunn informed the Board of Directors on January 10, 2025, that she will not stand for re-election at the Company's 2025 annual meeting of shareholders. The filing states that her decision is not due to any disagreement with the Company or the Board on matters relating to the Company's operations, policies or practices. She will continue to serve on the Board until the 2025 Annual Meeting. Effective upon Ms. Beliveau-Dunn's departure from the Board, the size of the Board will be reduced to nine members. The filing does not report any financial results, guidance, or other financial metrics. The filing's only exhibit is the cover page of the Form 8-K, formatted in Inline XBRL (included as Exhibit 101). For investors, the main takeaway is a routine board-composition change with no stated dispute and no financial impact disclosed in this filing.

Jan 15, 20258-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Oct 31, 2024)

Xylem Inc. reported third-quarter 2024 results on October 31, 2024. Revenue was $2.1 billion, up 1% on both a reported and organic basis, and orders grew 8% on a reported and organic basis. Net income was $217 million, or $0.89 per share, compared with $152 million, or $0.63 per share, a year earlier. Adjusted net income was $269 million, or $1.11 per share, and adjusted EBITDA margin was 21.2%, a 140 basis point year-over-year increase driven by productivity savings and price. Management attributed the moderated organic revenue growth largely to project timing. For full-year 2024, Xylem expects revenue of $8.5 billion, up approximately 15% on a reported basis and approximately 5% on an organic basis. It expects a full-year adjusted EBITDA margin of approximately 20.5% and narrowed its adjusted EPS guidance to $4.22 to $4.24, from the prior range of $4.18 to $4.28. Free cash flow conversion to net income is expected to be at least 120%. Management said the Evoqua integration is ahead of schedule and that synergy capture continues to accelerate, which supports confidence in closing the year above target. Year-to-date through September 30, 2024, net cash from operating activities was $688 million, compared with $382 million in the prior-year period, and capital expenditures were $221 million.

Oct 31, 20248-K
Leadership ChangesRegulation FDExhibits & Filings

Xylem 8-K Report, Executive Changes (Oct 15, 2024)

Xylem Inc. filed this Form 8-K on October 15, 2024 to report a senior leadership change in its Applied Water segment. Franz W. Cerwinka will cease to serve as Senior Vice President and President, Applied Water and Xylem Business Transformation effective October 21, 2024. Under a Transition Services Agreement dated October 14, 2024, he will remain employed as an advisor until his involuntary termination without cause on or about March 31, 2025. During the transition he will continue to receive a base salary at an annual rate of $570,630, keep participating in employee benefit plans, continue vesting in outstanding equity awards through the termination date, and be eligible for a 2024 annual incentive plan payout based on Company and individual performance. The same filing discloses that on October 15, 2024 the Company issued a press release naming Meredith Emmerich Senior Vice President and President, Applied Water, effective October 21, 2024. According to the press release, Emmerich joins the senior leadership team and reports to President and CEO Matthew Pine. Applied Water is one of Xylem's four reportable business segments, serving industrial and commercial buildings markets. Emmerich most recently was Vice President of Carrier Global Corporation's Global Enterprise Solutions and has held senior roles at Carrier since 2013. For investors, the filing is primarily a management transition notice rather than a financial disclosure; it contains no financial results. The filing states that Xylem is a company with 23,000 employees and combined pro forma revenue of $8.1 billion in 2023, and that the press release information is furnished under Regulation FD and not deemed filed under the Exchange Act.

Oct 15, 20248-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Jul 30, 2024)

Xylem Inc. filed this Form 8-K on July 30, 2024 under Item 2.02 (Results of Operations and Financial Condition) to furnish a press release, Exhibit 99.1, reporting results for the quarter ended June 30, 2024. Second-quarter revenue was $2.2 billion ($2,169 million), up 26% on a reported basis and 9% organically. Net income was $194 million, or $0.80 per diluted share, compared with $92 million, or $0.45, a year earlier. Adjusted net income was $266 million, or $1.09 per share, and adjusted EBITDA margin was 20.8%, up 170 basis points year over year. Orders grew 12% on a reported basis but declined 1% organically. Xylem raised its full-year 2024 outlook. Revenue guidance is now $8.55 billion, up approximately 16% on a reported basis and 5% to 6% organically, versus the prior 4% to 6% organic range. Full-year adjusted EPS guidance is $4.18 to $4.28, up from $4.10 to $4.25, and the adjusted EBITDA margin outlook rose to approximately 20.5% from 20.0%. Free cash flow conversion to net income is now expected to be at least 120%, versus the prior 115%. Management cited the Evoqua integration and synergies as on track and noted possible macro variability in the second half. For the six months ended June 30, 2024, revenue was $4,202 million and net income was $347 million, or $1.43 per diluted share. Cash and cash equivalents were $815 million at June 30, 2024, and long-term debt was $1,981 million. Operating cash flow for the six months was $377 million, and capital expenditures were $147 million.

Jul 30, 20248-K
Shareholder Matters

Xylem 8-K Report, Shareholder Vote Results (May 21, 2024)

At its 2024 Annual Meeting of Shareholders, held May 16, 2024, Xylem Inc. reported that 215,410,924 shares of common stock, representing 88.86% of shares outstanding on the March 18, 2024 record date, were represented in person or by proxy. Shareholders elected all ten nominees to one-year terms, with each director receiving substantially more votes for than against. Most notably, Victoria D. Harker received 190,484,855 votes for and 14,388,704 against, and Mark D. Morelli received 198,989,938 for and 5,880,318 against, the largest opposition among the nominees. Shareholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2024, with 206,099,678 votes for, 8,611,443 against and 699,803 abstentions. On an advisory basis, shareholders approved the compensation of named executive officers, with 169,326,139 votes for and 35,430,043 against, plus 339,675 abstentions and 10,315,067 broker non-votes. On the frequency of future say-on-pay votes, the majority of shareholders chose "1 Year," with 201,496,786 votes, versus 112,059 for 2 years and 3,201,811 for 3 years. This result indicates that Xylem will hold advisory compensation votes annually.

May 21, 20248-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (May 2, 2024)

Xylem Inc. (NYSE: XYL) reported first-quarter 2024 results on May 2, 2024, with revenue of $2.0 billion (up 40% on a reported basis and 7% organically) and orders of $2.2 billion (up 43% reported, 3% organic). Net income was $153 million, or $0.63 per diluted share, compared with $99 million, or $0.54 per diluted share, a year earlier. Adjusted net income was $219 million, or $0.90 per share, and the adjusted EBITDA margin was 19.2%, a year-over-year increase of 290 basis points. Management attributed the margin expansion to productivity savings, favorable mix, price and volume, which more than offset inflation and strategic investments. The company cited record first-quarter margins and progress on synergies from its integration of Evoqua. Xylem raised its full-year 2024 guidance. Revenue is now expected to be approximately $8.5 billion, up approximately 15 to 16 percent on a reported basis and 4 to 6 percent organically, compared with the prior guidance of 14 to 15 percent reported and 3 to 5 percent organic. Full-year adjusted EBITDA margin is now expected to be approximately 20.0 percent, up from 19.4 to 19.9 percent, and adjusted EPS guidance was lifted to $4.10 to $4.25 from $4.00 to $4.20. Free cash flow conversion to net income is still expected to be approximately 115 percent. The balance sheet shows cash and equivalents of $947 million at March 31, 2024, and long-term debt of $1,985 million, down from $2,268 million at December 31, 2023. Operating cash flow was $89 million in the quarter, compared with negative $19 million a year earlier, and free cash flow was $15 million. The filing furnishes the earnings press release as Exhibit 99.1 under Item 2.02.

May 2, 20248-K
Regulation FDExhibits & Filings

Xylem 8-K Report, Regulation FD Disclosure (Mar 8, 2024)

On March 8, 2024, Xylem Inc. furnished an 8-K under Item 7.01 (Regulation FD) announcing a change to its reportable segments effective January 1, 2024. The Company's Integrated Solutions and Services (ISS) segment, inherited from its May 24, 2023 acquisition of Evoqua Water Technologies Corp., is combined with the dewatering business (formerly in Water Infrastructure) and the assessment services business (formerly in Measurement and Control Solutions) into a new segment called Water Solutions and Services. Water Infrastructure and Measurement and Control Solutions will no longer include those businesses, and Applied Water is unchanged. The Company states the redesign creates a services platform intended to deliver a unified customer experience and accelerate growth of its services offerings. The changes have no impact on historical consolidated financial position or results of operations, and the recast information is not a restatement. Exhibit 99.1 presents recast orders, revenue, operating income, adjusted operating income, EBITDA and adjusted EBITDA by segment for the first through fourth quarters of 2023 and the years 2021 through 2023. For full year 2023, recast total orders and revenue were $7.50 billion and $7.36 billion, respectively, and recast total adjusted operating income and adjusted EBITDA were $1.07 billion and $1.39 billion. Recast Water Solutions and Services orders were $1.75 billion in 2023 versus $811 million in 2022, and its revenue was $1.68 billion in 2023 versus $794 million in 2022. The exhibit also includes organic and constant currency growth reconciliations, which show total recast revenue growth of 33% on a GAAP basis and 12% on an adjusted organic basis for 2023 versus 2022. The recast figures are for informational purposes and should be read alongside the Company's 2023 Form 10-K. The information is furnished, not filed, and the company notes that its adjusted measures are non-GAAP and should not replace GAAP results.

Mar 8, 20248-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Feb 6, 2024)

Xylem Inc. (NYSE: XYL) reported fourth-quarter and full-year 2023 results on February 6, 2024, in a press release furnished as Exhibit 99.1. For the full year, revenue was $7.4 billion ($7,364 million), up 33% on a reported basis and 12% organically, and diluted EPS was $2.79, up 42%, or $3.78 on an adjusted basis, up 20%. Fourth-quarter revenue was $2.1 billion, up 41% reported and 9% organically, with orders of $2.0 billion, up 42% reported and 10% organically. Net income for the quarter was $266 million, or $1.10 per share, while adjusted EPS was $0.99, down 1%. The company credited productivity savings, price realization and higher volume for a 90 basis point year-over-year increase in fourth-quarter adjusted EBITDA margin, which was 19.6%. Management cited the integration of Evoqua as ahead of schedule. The filing also shows large year-over-year increases in goodwill ($7,587 million versus $2,719 million) and other intangible assets ($2,529 million versus $930 million), and full-year acquisitions of businesses of $476 million in cash flow. The press release notes that fourth-quarter and full-year results benefited from non-recurring tax benefits, partly offset by acquisition and integration costs, purchase accounting amortization, special charges and restructuring costs. For 2024, Xylem guided to revenue of approximately $8.4 to $8.5 billion, up approximately 14 to 15% reported and 3 to 5% organically, adjusted EBITDA margin of approximately 19.4% to 19.9%, and free cash flow conversion to net income of approximately 115%. The board declared a first-quarter dividend of $0.36 per share, an increase of 9%, payable March 20, 2024, to holders of record as of February 21, 2024.

Feb 6, 20248-K
Regulation FDExhibits & Filings

Xylem 8-K Report, Regulation FD Disclosure (Dec 13, 2023)

On December 13, 2023, Xylem Inc. (NYSE: XYL) filed an 8-K under Item 7.01 (Regulation FD Disclosure) announcing a change to its reportable segments, effective January 1, 2024, with the change reflected beginning in the first quarter of 2024. The company completed its acquisition of Evoqua Water Technologies Corp. on May 24, 2023, and since the second quarter of 2023 has reported Evoqua's Integrated Solutions and Services (ISS) segment as a fourth reportable segment. Under the reorganization, ISS, Xylem's dewatering business and its assessment services business will be combined into a new segment called Water Solutions and Services (WSS). The Water Infrastructure segment will no longer include dewatering results, and the Measurement and Control Solutions segment will no longer include assessment services results. The Applied Water segment is unchanged. The company states that the realignment is intended to create a services platform with a unified customer experience and to accelerate growth of its services offerings, and that it is driven by integration of the Evoqua acquisition. The filing states that the changes will have no impact on historical consolidated financial position or results of operations, and that recast segment information will not be a restatement of previously issued financial statements. Recast information for affected segments will be provided after the 2023 Annual Report on Form 10-K is filed. Management will discuss the new segment on its fourth-quarter and full-year earnings call on February 6. The accompanying press release (Exhibit 99.1) states that for fiscal 2024 the approximate proportion of total revenue is expected to be 30% for Water Solutions and Services, 20% for Measurement and Control Solutions, 30% for Water Infrastructure, and 20% for Applied Water. Matthew Pine, Chief Operating Officer and incoming CEO, is quoted as saying the new segment is a natural next step to accelerate integration, scale service capabilities and drive shareholder value.

Dec 13, 20238-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Oct 31, 2023)

Xylem Inc. (NYSE: XYL) reported third-quarter 2023 results on October 31, 2023. Revenue was $2.1 billion ($2,076 million), up 50 percent on a reported basis and 10 percent organically, with net income of $152 million, or $0.63 per diluted share, compared with $12 million, or $0.07, a year earlier. The reported period includes the Evoqua acquisition, which contributed $1.3 billion to backlog, and the prior-year quarter included a $140 million U.K. pension settlement expense. Adjusted net income was $240 million, or $0.99 per share. Management raised full-year 2023 guidance. Revenue is now expected to be approximately $7.3 billion, up approximately 32 percent on a reported basis and approximately 11 percent organically, compared with the prior guidance of 30 percent reported and 9 to 10 percent organic growth. Adjusted EBITDA margin is now expected to be approximately 19 percent, up from approximately 18 percent, and adjusted EPS is now guided to $3.71 to $3.73, up from $3.50 to $3.70. By segment, Measurement & Control Solutions grew revenue 26 percent reported and 25 percent organically, and Water Infrastructure grew 40 percent reported and 7 percent organically. Applied Water revenue rose 2 percent reported and 1 percent organically. Integrated Solutions & Services, a segment associated with Evoqua, generated $368 million of revenue in the quarter. Total orders rose 43 percent reported but only 3 percent organically, and backlog grew 5 percent organically to $5.2 billion.

Oct 31, 20238-K
Leadership ChangesExhibits & Filings

Xylem 8-K Report, Executive Changes (Sep 5, 2023)

Xylem Inc. announced on September 5, 2023 a CEO succession and a change in Chief Financial Officer. President and Chief Executive Officer Patrick K. Decker will retire as CEO and resign from the Board effective December 31, 2023, and remain employed as a senior advisor through his planned retirement on March 31, 2024. The Board appointed Mattew F. Pine, age 52, currently Chief Operating Officer, as President and CEO and as a Board member effective January 1, 2024, with an annual base salary of $1,100,000, a 2024 AIP target of 135% of base salary, and a 2024 LTIP target equity grant of $6,500,000 subject to Compensation Committee approval. On the finance side, Senior Vice President and Chief Financial Officer Sandra E. Rowland will cease that role effective October 1, 2023 and remain as a strategic advisor until her termination without cause on March 31, 2024. The Board appointed William K. Grogan, previously Senior Vice President and Chief Financial Officer of IDEX Corporation since January 2017, to the CFO role effective October 1, 2023. Grogan will receive a $725,000 base salary, a 2024 LTIP target award of $2,000,000, a $350,000 one-time sign-on cash award, and sign-on equity grants of $1,000,000 in performance share units and $2,750,000 in restricted stock units to offset forfeited awards. The company reaffirmed its third-quarter and full-year 2023 guidance issued on August 2, 2023, and the press release notes the integration of Xylem and Evoqua as a continuing priority under Pine's leadership.

Sep 5, 20238-K/A
Earnings & ResultsExhibits & Filings

Xylem 8-K/A Report, Financial Results (Aug 10, 2023)

Xylem Inc. (NYSE: XYL) furnished its press release reporting second-quarter 2023 results, which include the May 24 acquisition of Evoqua Water Technologies Corp. Second-quarter revenue was $1.7 billion, up 26% on a reported basis and 15% organically. Orders rose 10% on a reported basis but fell 2% organically, while backlog grew to $5.3 billion, up 7% organically and including $1.3 billion from Evoqua. Net income was $92 million, or $0.45 per share, down from the prior year, reflecting higher acquisition and integration costs, higher purchase accounting intangible amortization, and higher restructuring and realignment costs. Adjusted net income was $202 million, or $0.98 per share, and the adjusted EBITDA margin was 19.1%, up 250 basis points year over year. The company raised its full-year 2023 outlook. Revenue guidance rose to approximately $7.2 billion, up approximately 30% on a reported basis and 9% to 10% organically, from the previous 8% to 9%. Adjusted EPS guidance increased to $3.50 to $3.70 from $3.15 to $3.35, and the full-year adjusted EBITDA margin is now expected to be approximately 18%, up from 17.5% to 18.0%. Management attributed the raise to strong organic performance and the Evoqua combination. Following the acquisition, Xylem reports four segments: Measurement & Control Solutions, Water Infrastructure (now including legacy-Evoqua's Applied Product Technologies segment), Applied Water, and the new stand-alone Integrated Solutions & Services segment. Second-quarter segment revenue was $415 million for Measurement & Control Solutions, $704 million for Water Infrastructure, $478 million for Applied Water, and $125 million for Integrated Solutions & Services.

Aug 10, 20238-K/A
Exhibits & Filings

Xylem 8-K/A Report, Exhibit Filing (Aug 3, 2023)

Xylem Inc. filed Amendment No. 1 to its Current Report on Form 8-K to add the financial statements and pro forma financial information omitted from the original May 24, 2023 report on the completion of its merger with Evoqua Water Technologies Corp. The merger closed on May 24, 2023 under the Agreement and Plan of Merger dated January 22, 2023. Evoqua's audited financial statements for the fiscal year ended September 30, 2022, its unaudited interim statements for the period ended March 31, 2023, and Xylem's unaudited pro forma condensed combined financial information are included as Exhibits 99.1, 99.2 and 99.3, along with an Ernst & Young LLP consent (Exhibit 23.1). The filing states that the aggregate consideration paid in the acquisition was approximately $6.9 billion. Evoqua stockholders received 0.48 shares of Xylem common stock for each Evoqua share, and legacy Evoqua stockholders own approximately 25% of the combined company while legacy Xylem shareholders own approximately 75%. The cash component was funded with cash on hand, $200 million of U.S. dollar commercial paper and a new €250 million (approximately $269 million) two-year term loan, which were used to repay Evoqua indebtedness. The pro forma figures show the scale of the combination. For the fiscal year ended December 31, 2022, pro forma combined revenue is $7,259 million and pro forma net income is $222 million, compared with Xylem's historical revenue of $5,522 million and net income of $355 million. The preliminary purchase price allocation records goodwill of $4,401 million and other intangible assets of $2,307 million, and the filing notes these amounts are preliminary and subject to revision.

Aug 3, 20238-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Aug 2, 2023)

Xylem Inc. (NYSE: XYL) reported second-quarter 2023 results on August 2, 2023, which include the May 24 acquisition of Evoqua Water Technologies Corp. Total revenue was $1.7 billion, up 26 percent on a reported basis and 15 percent organically, while orders rose 10 percent reported but fell 2 percent organically. Backlog grew to $5.3 billion, up 7 percent organically and including $1.3 billion from Evoqua. Net income was $92 million, or $0.45 per share, down from $112 million a year earlier, reflecting higher acquisition and integration costs, higher purchase accounting intangible amortization, and higher restructuring and realignment costs. Adjusted net income was $202 million, or $0.98 per share, and adjusted EBITDA margin was 19.1 percent, up 250 basis points year over year. Xylem raised its full-year 2023 guidance. Revenue is now expected at approximately $7.2 billion, up approximately 30 percent reported and 9 to 10 percent organic, versus the prior 8 to 9 percent. Adjusted EBITDA margin is expected at approximately 18 percent, up from 17.5 to 18.0 percent, and adjusted EPS guidance rose to $3.50 to $3.70 from $3.15 to $3.35. Following the acquisition, Xylem reports four segments, including a new stand-alone Integrated Solutions & Services segment. The quarter's reported profitability was pressured by deal-related costs, but adjusted results and the raised outlook point to stronger underlying operating performance. Investors should weigh the organic order decline and the higher debt and goodwill base that came with the acquisition, with total assets rising to $16.1 billion from $8.0 billion at year-end 2022.

Aug 2, 20238-K
Leadership ChangesAcquisitions & DispositionsShareholder Matters+2

Xylem 8-K Report, Acquisition Completed (May 24, 2023)

On May 24, 2023, Xylem Inc. (NYSE: XYL) completed its merger with Evoqua Water Technologies Corp. under the Agreement and Plan of Merger dated January 22, 2023. Each share of Evoqua common stock was converted into the right to receive 0.48 shares of Xylem common stock, with cash paid in lieu of fractional shares. The company expects to deliver an approximate aggregate of 58,779,100 shares of Xylem common stock to Evoqua stockholders and has reserved a maximum of 2,700,000 shares for Evoqua equity awards converted into Xylem awards. The press release states that the transaction was valued at approximately $7.5 billion, all-stock, and that Xylem shareholders will own approximately 75 percent and Evoqua shareholders approximately 25 percent of the combined company on a fully diluted basis. The combined company reported $7.3 billion in pro forma 2022 revenue and more than 22,000 employees. Governance changes accompanied the closing. The Board increased in size from 10 to 12 directors, and Lisa Glatch and Lynn C. Swann, former Evoqua directors, were appointed effective at closing. Glatch joined the Leadership Development and Compensation Committee and Swann joined the Nominating and Governance Committee. The Board determined both to be independent. Patrick Decker, Xylem's President and CEO, will lead the combined company's executive leadership team. At the May 18, 2023 Annual Meeting, shareholders elected all ten nominated directors, ratified Deloitte & Touche LLP as auditor for 2023, and approved the advisory vote on named executive compensation. A shareholder proposal requiring an independent board chair did not pass, receiving 56,770,916 votes for and 89,700,132 against. The financial statements and pro forma financial information required by Item 9.01 are not included in this filing and are to be filed by amendment.

May 24, 20238-K
Shareholder MattersExhibits & Filings

Xylem 8-K Report, Shareholder Vote Results (May 11, 2023)

Xylem Inc. held a special meeting of shareholders on May 11, 2023 to consider the Agreement and Plan of Merger, dated January 22, 2023, among Evoqua Water Technologies Corp., Xylem and Fore Merger Sub, Inc., a wholly owned Xylem subsidiary. The only matter submitted to a vote was the Share Issuance Proposal, which would issue Xylem common stock to Evoqua stockholders in connection with the merger. Shareholders approved it with 145,635,373 votes for, 585,489 against and 1,394,706 abstentions. Of the 180,617,802 shares outstanding as of the April 5, 2023 record date, 147,615,568 shares were present in person or by proxy, which was sufficient for a quorum. The filing states that closing remains subject to customary closing conditions and receipt of regulatory clearance from the relevant merger control authority in China. The filing also includes forward-looking statements, flagging risks such as failure to obtain regulatory approvals, litigation, integration difficulties, synergy achievement, and macroeconomic and geopolitical conditions, including the war between Russia and Ukraine. For investors, the key development is the shareholder approval of the share issuance, which clears one major shareholder hurdle for the transaction. Completion, however, still depends on the Chinese regulatory clearance and other customary conditions. The filing refers to a joint proxy statement/prospectus, filed April 11, 2023, for further details on the transaction.

May 11, 20238-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (May 4, 2023)

Xylem Inc. (NYSE: XYL) reported first-quarter 2023 revenue of $1.4 billion ($1,448 million), up 14% on a reported basis and 17% organically, with net income of $99 million, or $0.54 per diluted share, compared with $82 million, or $0.45 per diluted share, a year earlier. Adjusted net income was $130 million, or $0.72 per share, and the adjusted EBITDA margin was 16.3%, up 210 basis points year over year. First-quarter orders fell 8% on a reported basis and 5% organically, although the company said it grew backlog and that book-to-bill was greater than one in all segments. Management raised full-year 2023 guidance. Organic revenue growth is now expected at 8% to 9%, up from 4% to 6%, and reported revenue growth at 8% to 9%, up from 3% to 5%. Adjusted EBITDA margin is expected at 17.5% to 18.0%, and adjusted EPS is now forecast at $3.15 to $3.35, up from $3.00 to $3.25. The guidance excludes the planned acquisition of Evoqua, announced January 23, 2023, which the company expects to close by mid-year 2023. By segment, Measurement & Control Solutions revenue rose 29% to $406 million, driven by improved chip supply, while Water Infrastructure revenue grew 11% to $589 million and Applied Water revenue grew 7% to $453 million. Free cash flow was negative $35 million in the quarter, compared with negative $130 million a year earlier, and cash and cash equivalents were $837 million at March 31, 2023.

May 4, 20238-K
Leadership ChangesMaterial AgreementsFinancial Events+1

Xylem 8-K Report, Material Agreement (Mar 2, 2023)

Xylem Inc. (NYSE: XYL) reported on March 2, 2023 that on March 1, 2023 it entered into a Five-Year Revolving Credit Facility Agreement, a senior unsecured revolving credit facility of up to $1.0 billion (available in U.S. dollars and Euros), arranged by a syndicate led by Citibank, N.A., BNP Paribas Securities Corp., ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC. The facility can be increased by up to $300 million to a maximum of $1.3 billion with lender consent, and proceeds are to be used for working capital and general corporate purposes. No borrowings were outstanding under the facility on the filing date. The agreement includes a pricing grid tied to the company's credit rating with a Sustainability Spread Adjustment, a consolidated total debt to consolidated EBITDA ratio covenant measured over the last four fiscal quarters, and customary covenants and events of default. In connection with this agreement, Xylem terminated its prior Five-Year Revolving Credit Facility Agreement dated March 5, 2019, which provided an $800 million senior unsecured revolver expandable by up to $200 million to $1.0 billion. The 2023 facility therefore replaces the prior facility with a larger base commitment and a higher maximum size. Separately, on February 24, 2023 the Board increased its size from 10 to 11 directors and appointed Earl R. Ellis, Executive Vice President and Chief Financial Officer of ABM Industries Incorporated, to fill the vacancy effective March 9, 2023. The Board determined Mr. Ellis is independent, and committee assignments are expected at a later meeting. His director compensation will be prorated for the current term.

Mar 2, 20238-K
Regulation FD

Xylem 8-K Report, Regulation FD Disclosure (Feb 10, 2023)

Xylem Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to report that on February 10, 2023, President and Chief Executive Officer Patrick K. Decker entered into a pre-arranged trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934. The filing states the plan is part of Mr. Decker's individual long-term asset diversification and financial planning strategy, and that sales may occur periodically from March 13, 2023 through February 9, 2024, at prevailing market prices subject to minimum price thresholds in the plan. Under the plan, Mr. Decker may sell up to 255,595 shares of common stock acquired through the exercise of fully vested stock options. The filing states he is subject to executive stock ownership guidelines requiring him to hold vested shares and options valued at at least six times his annual base salary, that he currently exceeds that requirement, and that after all proposed option exercises under the plan he would still beneficially own more than 845,000 shares. The filing notes that any sales under the plan will be publicly disclosed through one or more Form 4 filings with the SEC. The Item 7.01 information is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Feb 10, 20238-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Feb 7, 2023)

Xylem Inc. (NYSE: XYL) reported fourth-quarter and full-year 2022 results in this Item 2.02 filing, furnishing a press release as Exhibit 99.1. For the fourth quarter, revenue was $1.5 billion, up 14 percent (20 percent organically), and orders were down 9 percent on a reported basis while backlog grew 14 percent organically. Fourth-quarter net income was $149 million, or $0.82 per share, and adjusted EPS was $0.92; the adjusted EBITDA margin was 18.7 percent, up 250 basis points year over year. For full-year 2022, revenue was $5.5 billion (5,522 million), up 6 percent (11 percent organically). Net income was $355 million, or $1.96 per diluted share, down from the prior year and driven mainly by a one-time non-cash U.K. pension plan settlement of $140 million. Adjusted net income was $516 million, or $2.85 per share. Operating cash flow was $596 million and free cash flow was $388 million, equal to an 80 percent free cash flow conversion. The board also declared a first-quarter dividend of $0.33 per share, up 10 percent. For 2023, Xylem guided to revenue of $5.70 to $5.80 billion, up 4 to 6 percent organically, and adjusted EPS of $3.00 to $3.25, with an adjusted EBITDA margin of 17.5 to 18.0 percent. The guidance excludes the planned $7.5 billion all-stock acquisition of Evoqua, announced January 23, 2023, which is expected to close mid-year 2023.

Feb 7, 20238-K
Material AgreementsOther EventsExhibits & Filings

Xylem 8-K Report, Material Agreement (Jan 23, 2023)

On January 22, 2023, Xylem Inc. (NYSE: XYL) and its wholly owned subsidiary Fore Merger Sub, Inc. entered into an Agreement and Plan of Merger with Evoqua Water Technologies Corp. (NYSE: AQUA), under which Merger Sub will merge into Evoqua, with Evoqua surviving as a wholly owned subsidiary of Xylem. Each Evoqua share will convert into the right to receive 0.48 of a share of Xylem common stock, with cash in lieu of fractional shares. Upon closing, legacy Xylem shareholders will own approximately 75% and legacy Evoqua stockholders approximately 25% of the combined company. The joint press release describes an implied enterprise value of approximately $7.5 billion, an all-stock transaction, and expected run-rate cost synergies of $140 million within three years. The merger is subject to customary conditions, including approval by Evoqua stockholders and Xylem shareholders, NYSE listing approval for the new shares, HSR and other antitrust and foreign investment clearances, and Evoqua's receipt of a tax opinion. The transaction is not conditioned on financing. Patrick K. Decker will remain President and CEO and Sandra Rowland will remain CFO of the combined company, and Xylem's board will expand to 12 directors with two Evoqua directors joining. The press release indicates an anticipated closing in mid-2023. The merger agreement contains a $225 million termination fee payable by Evoqua in specified circumstances and a $225 million fee payable by Xylem in parallel circumstances, plus a $325 million fee payable by Xylem if the deal is not consummated by the Outside Date (January 22, 2024) or is blocked by a permanent injunction, unless caused by Evoqua's breach. Either party may owe up to $50 million in expense reimbursement if the other party's stockholder or shareholder approval fails.

Jan 23, 20238-K
Leadership ChangesExhibits & Filings

Xylem 8-K Report, Executive Changes (Dec 20, 2022)

Xylem Inc. (NYSE: XYL) announced in an Item 5.02 Form 8-K dated December 20, 2022 that its Board of Directors appointed Matthew F. Pine as Chief Operating Officer, effective January 1, 2023. Pine will oversee each of the Company's three business segments and regions, as well as functional areas including continuous improvement, digital, engineering, information technology, innovation, product management and supply chain. He will remain an executive officer and report to President and Chief Executive Officer Patrick K. Decker. Pine, age 51, joined the Company in March 2020 as Senior Vice President and President, Applied Water Systems and Americas Commercial Team, and was appointed in May 2022 to Senior Vice President and President, Americas, Applied Water Systems and Measurement and Control Solutions. Under his new appointment he will receive an annual base salary of $650,000, an annual cash incentive under the Annual Incentive Plan with a 2023 target of 80% of base salary and a maximum payout of 200% of target (subject to Board committee approval of the 2023 program), and an annual long-term incentive target equity grant of $2,000,000 for 2023 (subject to approval), split 50% performance share units, 25% restricted stock units and 25% stock options. The filing also attaches a press release, Exhibit 99.1, announcing the appointment. The release states that the move supports the Company's commitment to above-market organic revenue growth and margin expansion, and that Pine will drive operational excellence and cost leadership while scaling innovation globally.

Dec 20, 20228-K
Corporate ChangesExhibits & Filings

Xylem 8-K Report, Bylaw Amendment (Nov 15, 2022)

Xylem Inc. filed a Form 8-K on November 15, 2022 to report amendments to its bylaws. On November 10, 2022, the Board of Directors adopted and approved the Fifth Amended and Restated By-laws, effective that date. The filing describes this as an Item 5.03 event, which concerns amendments to articles of incorporation or bylaws, and does not report financial results, earnings, or guidance. The amended by-laws mainly tighten procedures for shareholder nominations of directors and shareholder proposals at shareholder meetings, excluding Rule 14a-8 proposals for inclusion in the company's proxy materials. Shareholders submitting proposals to amend the by-laws must include the full text of the proposed amendment. Proponents must also disclose any plans or proposals they have regarding Company securities. Nominating shareholders, other than those using the proxy access by-laws, must confirm compliance with Rule 14a-19, including delivering proxy materials to holders of at least 67% of the voting power entitled to vote on director elections. The amendments also require that any shareholder directly or indirectly soliciting proxies use a proxy card color other than white. The Board removed a by-law on political activities, which the filing says is addressed in the Company's policies, and made ministerial, clarifying, conforming and gender-neutrality changes. The full by-laws are filed as Exhibit 3.1.

Nov 15, 20228-K
Other EventsExhibits & Filings

Xylem 8-K Report, Corporate Update (Nov 10, 2022)

Xylem Inc. (NYSE: XYL) filed this Form 8-K on November 10, 2022 to disclose that it has issued a notice of redemption for its 2.250% Senior Notes due 2023. The filing states that the Notes are being redeemed in full on December 12, 2022, at the redemption price calculated under the Indenture dated March 11, 2016, between the company and Deutsche Bank Trust Company Americas, as trustee, as supplemented by two supplemental indentures of the same date. According to the attached press release (Exhibit 99.1), the redemption covers the entire €500 million aggregate outstanding principal amount of the Notes. The redemption price is the greater of 100% of the principal amount and the present value of remaining scheduled principal and interest payments, discounted at the applicable Comparable Government Bond Rate plus 40 basis points, in each case together with accrued and unpaid interest to, but not including, the Redemption Date. Notice copies are available from Deutsche Bank AG, London Branch, as paying agent. The filing is a routine debt-management event rather than an operating or financial-performance disclosure. Its main significance for investors is that the company is retiring a €500 million note maturing in 2023 ahead of its scheduled maturity, and the filing itself does not state the reason for the early redemption. The press release identifies Xylem's 2021 revenue as $5.2 billion and its workforce as 17,000 employees.

Nov 10, 20228-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Nov 1, 2022)

Xylem Inc. (NYSE: XYL) reported third quarter 2022 results on November 1, 2022, as furnished in Exhibit 99.1 press release. Third quarter revenue was $1.4 billion (reported $1,380 million, up 9 percent on a reported basis and 16 percent organically), with orders down 7 percent on a reported basis and down 1 percent organically. Reported net income was $12 million, or $0.07 per share, mainly driven by a one-time, non-cash U.K. pension plan settlement expense of $140 million. Adjusted net income was $144 million, or $0.79 per share, and the adjusted EBITDA margin was 18.3 percent, up 40 basis points year over year. Management raised full-year 2022 guidance. Organic revenue growth is now expected to be 9 to 10 percent (previously 8 to 10 percent), or approximately 4 percent on a reported basis. Adjusted EPS guidance rose to $2.65 to $2.75 from $2.50 to $2.70, and full-year adjusted EBITDA margin is now expected to be approximately 17.0 percent. The company attributed the increase to strong demand, gradual easing of supply chain constraints, and price realization, partially offset by inflation and foreign exchange headwinds. By segment, Water Infrastructure revenue was $574 million (up 5 percent, 13 percent organically), Applied Water revenue was $458 million (up 15 percent, 20 percent organically), and Measurement & Control Solutions revenue was $348 million (up 9 percent, 15 percent organically). Management cited chip supply constraints for Measurement & Control Solutions, which posted a reported operating loss of $(2) million in the quarter, while adjusted operating income was $12 million.

Nov 1, 20228-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Aug 2, 2022)

Xylem Inc. (NYSE: XYL) filed this Form 8-K on August 2, 2022 to furnish its press release (Exhibit 99.1) reporting results for the second quarter ended June 30, 2022. Revenue was $1.4 billion ($1,364 million), up 1% on a reported basis and up 6% organically, while organic orders grew 1% on a reported basis and 6% organically. Net income was $112 million, or $0.62 per diluted share, and adjusted net income was $120 million, or $0.66 per share, excluding restructuring, realignment and special charges. Adjusted EBITDA margin was 16.6%, which the company said beat its prior guidance and reflected a 70 basis point year-over-year decline driven by inflation and chip shortages. Management raised full-year 2022 guidance. Organic revenue growth is now expected at 8% to 10%, up from 4% to 6%, and reported revenue growth at 3% to 5%, up from 1% to 3%. Adjusted EBITDA margin is now expected at 16.5% to 17.0%, with the low end raised from 16.0%. Adjusted EPS guidance is $2.50 to $2.70, with the low end raised from $2.40. CEO Patrick Decker attributed the results to continuing underlying demand and a moderate easing of chip supply constraints. Segment performance was mixed. Water Infrastructure revenue of $589 million grew 9.0% organically, with adjusted EBITDA margin of 21.4%. Applied Water revenue of $429 million grew 7.0% organically, but its adjusted EBITDA margin fell to 16.1%. Measurement & Control Solutions revenue of $346 million declined 2.0% organically, and its adjusted EBITDA margin fell to 9.8% amid chip-related volume declines. For the six months, net cash from operating activities was $32 million, and free cash flow was negative $63 million, with working capital build in receivables and inventories. Total debt-related balances included $521 million in short-term borrowings and current maturities of long-term debt at June 30, 2022.

Aug 2, 20228-K
Shareholder Matters

Xylem 8-K Report, Shareholder Vote Results (May 17, 2022)

Xylem Inc. held its 2022 Annual Meeting of Shareholders on May 12, 2022, with 154,515,654 shares of common stock represented in person or by proxy, constituting 85.79% of the Company's outstanding common stock as of the March 14, 2022 record date. Shareholders elected all ten nominees to serve as directors for a one-year term, ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2022, and approved, on an advisory basis, the compensation paid to the named executive officers as described in the 2022 proxy statement. The director elections were generally decisive, though vote counts varied across nominees. Victoria D. Harker received the most against votes at 25,021,495, followed by Lila Tretikov at 18,487,200 and Markos I. Tambakeras at 14,350,320. Mark D. Morelli received the highest support at 144,325,633 for votes. Broker non-votes were 8,707,601 on each director nominee and on the say-on-pay proposal. For the auditor ratification, 151,362,609 shares voted for, 2,569,332 against, and 583,713 abstained. On the advisory say-on-pay vote, 127,248,885 shares voted for, 18,173,694 against, and 385,474 abstained, with 8,707,601 broker non-votes. This filing reports only the voting outcomes of the annual meeting.

May 17, 20228-K
Leadership Changes

Xylem 8-K Report, Executive Changes (May 12, 2022)

Xylem Inc. filed this Form 8-K on May 12, 2022 under Item 5.02 to report the resignation of director Jorge M. Gomez, effective May 11, 2022. The filing states that his resignation did not result from any disagreement with the Company on any matter, including its operations, policies or practices. In connection with the resignation, the Board will be reduced from 11 to 10 members, effective following the Annual Shareholders Meeting on May 12, 2022 (the "2022 Annual Meeting"). Mr. Gomez had been included as a Board nominee in the definitive proxy statement and proxy card for that meeting. The Company has deemed its proxy materials amended to remove him as a nominee, and states that its remaining slate of nominees is unchanged. The filing states that previously voted proxies remain valid except with respect to Mr. Gomez, and that shareholders may continue to use their existing proxy cards to vote on the Board's remaining nominees and the other matters before the 2022 Annual Meeting.

May 12, 20228-K
Earnings & ResultsLeadership ChangesExhibits & Filings

Xylem 8-K Report, Financial Results (May 4, 2022)

Xylem Inc. reported first quarter 2022 results on May 4, 2022, as set out in a press release furnished as Exhibit 99.1. Revenue was $1.3 billion ($1,272 million, versus $1,256 million a year earlier), up 1% on a reported basis and 4% organically. Organic orders grew 14%, or 12% on a reported basis, and the company cited record quarterly order intake in each segment and year-on-year backlog growth of 50 percent across the portfolio. Reported net income was $82 million, or $0.45 per diluted share, and adjusted EPS was $0.47. Adjusted EBITDA margin declined 290 basis points to 14.2 percent, as inflation, strategic investments and chip shortages outweighed price realization and productivity savings. Xylem raised its full-year 2022 organic revenue growth guidance to 4% to 6% (from 3% to 5%), while reported revenue growth guidance stayed at 1% to 3%. It narrowed adjusted EPS guidance to $2.40 to $2.70 from $2.35 to $2.70 and set an adjusted EBITDA margin range of 16.0% to 17.0%. Measurement & Control Solutions was the weak spot: revenue fell 9% organically on chip shortages, and its adjusted operating margin was (2.5) percent. Cash flow was negative, with operating cash flow of $(81) million and free cash flow of $(130) million in the quarter, and short-term borrowings rose to $555 million. Under Item 5.02, the Board appointed Matthew F. Pine as Senior Vice President and President, Americas, Applied Water Systems and Measurement and Controls Solutions, effective May 4, 2022. Colin Sabol stepped down from his role as Senior Vice President and President, Measurement and Control Solutions, and will remain employed until on or before November 1, 2022 under a Separation Agreement with severance and retirement-related incentive treatment. Xylem is also unifying its Americas commercial team under Pine.

May 4, 20228-K
Earnings & ResultsLeadership ChangesExhibits & Filings

Xylem 8-K Report, Financial Results (Feb 3, 2022)

Xylem Inc. (NYSE: XYL) reported fourth-quarter and full-year 2021 results in a press release furnished as Exhibit 99.1. Full-year 2021 revenue was $5.2 billion (5,195 million), up 7% on a reported basis and up 4% organically. Reported net income was $427 million, or $2.35 per diluted share, compared with $254 million, or $1.40 per share, in 2020. Adjusted earnings per share was $2.49. Operating cash flow was $538 million and free cash flow was $330 million. Fourth-quarter revenue was $1.32 billion, and the filing reports that the Measurement & Control Solutions segment's fourth-quarter revenue fell 17% organically amid a chip supply shortage affecting its North American smart metering business. Full-year reported and organic orders each grew more than 20%. For 2022, Xylem guided to revenue of $5.25 to $5.35 billion, up 1% to 3% on a reported basis and 3% to 5% organically, with an adjusted EBITDA margin of 16% to 17% and adjusted EPS of $2.35 to $2.70. Management said the first half of 2022 will remain supply constrained by chip shortages, with constraints expected to ease in the latter part of the year and significant margin expansion anticipated in the second half. The Board also declared a quarterly dividend of $0.30 per share, a 7% increase, payable March 17, 2022. Separately, under Item 5.02, the Board increased its size from 11 to 12 directors and appointed Mark D. Morelli, President and CEO of Vontier Corporation, as an independent director effective February 3, 2022. His committee assignments will be determined at a later meeting, and his compensation will be prorated for the current term.

Feb 3, 20228-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Nov 2, 2021)

Xylem Inc. reported third-quarter 2021 results on November 2, 2021, with revenue of $1.27 billion, up 4% on a reported basis and 2% organically, as strong global demand was moderated by supply constraints slowing order-to-revenue conversion. Orders grew 22% on a reported basis and 20% organically, and net income was $114 million, or $0.63 per share, compared with $37 million, or $0.20 per share, in the prior-year quarter. Adjusted net income was $116 million, or $0.63 per share, excluding restructuring, realignment and special charges. Adjusted EBITDA margin was 17.9%, down 30 basis points year over year, as inflation and strategic investments were partially offset by productivity, price realization and cost containment. The company lowered its full-year outlook. It now expects organic revenue growth of 3% to 4%, roughly $5.1 to $5.2 billion on a reported basis, down from the prior guidance of 6% to 8%, or $5.3 to $5.4 billion. Full-year adjusted EPS is now expected at $2.40 to $2.50, down from $2.55 to $2.70. Management attributed the revision to increased supply chain challenges, particularly chip shortages across the technology sector, partially offset by strong cost discipline. The free cash flow conversion outlook of 80% to 90% is unchanged. By segment, Water Infrastructure revenue was $547 million, up 4% reported and 2% organic, with an adjusted EBITDA margin of 21.2%. Applied Water revenue was $400 million, up 10% reported and 8% organic. Measurement & Control Solutions revenue was $318 million, down 4% reported and 5% organic, as chip shortages affected the smart metering business. For the nine months, net income was $314 million, and operating cash flow was $318 million.

Nov 2, 20218-K
Earnings & ResultsExhibits & Filings

Xylem 8-K Report, Financial Results (Aug 3, 2021)

Xylem Inc. (NYSE: XYL) reported second quarter 2021 results on August 3, 2021, with revenue of $1.35 billion, up 16 percent on a reported basis and 11 percent organically. Reported net income was $113 million, or $0.62 per share, and adjusted net income was $119 million, or $0.66 per share, which excludes restructuring, realignment and special charges. Adjusted EBITDA margin was 17.3 percent, up 200 basis points, and net income as a percentage of revenue was 8.4 percent, up 570 basis points. Organic orders grew 29 percent in the quarter, which management attributed to broad underlying demand across segments. Xylem raised its full-year 2021 outlook. Organic revenue growth is now expected to be 6 to 8 percent, up from 5 to 7 percent, and reported revenue growth 9 to 11 percent, up from 8 to 10 percent. Full-year adjusted earnings per share is now expected to be $2.55 to $2.70. Management cited commercial momentum from the first half and continuing demand and price realization in the second half, partially offset by incremental inflation and supply chain challenges. By segment, Water Infrastructure revenue was $569 million, up 6 percent organically, with an adjusted EBITDA margin of 19 percent. Applied Water revenue was $414 million, up 18 percent organically, with an adjusted EBITDA margin of 17.4 percent. Measurement & Control Solutions revenue was $368 million, up 11 percent organically, with an adjusted EBITDA margin of 13.9 percent. For the first six months, operating cash flow was $206 million and free cash flow was $126 million, and cash and cash equivalents stood at $1.84 billion at June 30, 2021.

Aug 3, 20218-K
Regulation FD

Xylem 8-K Report, Regulation FD Disclosure (Jun 9, 2021)

Xylem Inc. (XYL) filed a Form 8-K on June 9, 2021 under Item 7.01 (Regulation FD Disclosure) to announce that Patrick K. Decker, President and Chief Executive Officer, entered into a pre-arranged Rule 10b5-1 trading plan on June 8, 2021. The plan is described as part of Mr. Decker's individual long-term asset diversification and financial planning strategy. Sales may occur periodically from July 8, 2021 through July 8, 2022, at prevailing market prices subject to minimum price thresholds in the plan. Under the plan, Mr. Decker may sell up to 193,048 shares of common stock, consisting of 165,584 shares to be acquired through exercise of fully-vested stock options and 27,464 shares related to fully-vested restricted stock units and performance stock units. The filing states that Mr. Decker exceeds the company's executive stock ownership guidelines, which require holding vested shares and options valued at at least five times annual base salary. Assuming all proposed sales are completed, he would still beneficially own more than 840,000 shares. The filing notes that any sales under the plan will be publicly disclosed through Form 4 filings with the SEC. The information in Item 7.01 is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Jun 9, 2021
Page 1 of 4