Form 8-K

0001193125-13-095035.txt : 20130307 0001193125-13-095035.hdr.sgml : 20130307 20130307090042 ACCESSION NUMBER: 0001193125-13-095035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 168 CONFORMED PERIOD OF REPORT: 20130307 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130307 DATE AS OF CHANGE: 20130307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Xylem Inc. CENTRAL INDEX KEY: 0001524472 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 452080495 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35229 FILM NUMBER: 13671645 BUSINESS ADDRESS: STREET 1: 1133 WESTCHESTER AVENUE CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 914-304-1700 MAIL ADDRESS: STREET 1: 1133 WESTCHESTER AVENUE CITY: WHITE PLAINS STATE: NY ZIP: 10604 FORMER COMPANY: FORMER CONFORMED NAME: ITT WCO, Inc. DATE OF NAME CHANGE: 20110628 8-K 1 d496435d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2013

XYLEM INC.

(Exact name of registrant as specified in its charter)


Indiana	001-35229	45-2080495
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1133 Westchester Avenue, Suite N200 White Plains, New York		10604
(Address of principal executive offices)		(Zip Code)

(914) 323-5700

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01

Regulation FD Disclosure

Attached hereto as Exhibit 99.1 and incorporated herein by reference is a news release issued by Xylem Inc. on March 7, 2013, announcing that the Company is hosting an investor day and updating its guidance to reflect its recently announced acquisition of MultiTrode Pty Ltd. Company executives will present an overview of the Company at the Xylem Inc. Investor & Analyst Day to be held on March 7, 2013. Attached hereto as Exhibit 99.2 and incorporated herein by reference is the presentation for such investor day which will be posted on Xylem Inc.’s website on March 7, 2013. The information in this report is being furnished pursuant to Item 7.01 Regulation FD Disclosure and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Caution Concerning Forward Looking Statements

This document contains information that may constitute “forward-looking statements.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

These forward-looking statements include, but are not limited to, statements about the separation of Xylem Inc. (the “Company”) from ITT Corporation in 2011, capitalization of the Company, future strategic plans and other statements that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to orders, sales, operating margins and earnings per share growth, and statements expressing general views about future operating results — are forward-looking statements.

Caution should be taken not to place undue reliance on any such forward-looking statements because they involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those set forth in Item 1A of our Annual Report on Form 10-K, and those described from time to time in subsequent reports filed with the Securities and Exchange Commission.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

99.1		News Release issued by Xylem Inc. on March 7, 2013.

99.2		Presentation posted by Xylem Inc. on March 7, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	XYLEM INC.

Date: March 7, 2013	By:	/s/: Michael T. Speetzen
		Michael T. Speetzen
		Senior Vice President & Chief Financial Officer (Authorized Officer of Registrant)

EXHIBIT INDEX


Exhibit No.		Description

99.1		News Release issued by Xylem Inc. on March 7, 2013.

99.2		Presentation posted by Xylem Inc. on March 7, 2013.

EX-99.1 2 d496435dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

LOGO

Xylem

1133 Westchester Ave., White Plains, NY 10604

Tel +1.914.323.5700 Fax +1.914.696.2960

NEWS RELEASE

Contact:

Jennifer Jacob (media)

+1-914-323-5745

Jennifer.Jacob@xyleminc.com

Phil DeSousa (investors)

+1-914-323-5930

Phil.DeSousa@xyleminc.com

Xylem hosts investor and analyst day, updates 2013 guidance

WHITE PLAINS, N.Y., March 7, 2013 — Xylem Inc. (NYSE: XYL), a leading global water technology company focused on addressing the world’s most challenging water issues, is hosting an investor and analyst day today in New York City. Gretchen McClain, president and chief executive officer, and other members of Xylem’s senior management team will discuss the company’s strategies to achieve sustainable, long-term growth, including a review of 2017 financial goals. The live event is by invitation only; audio and video presentations of the entire event will be webcast live at http://investors.xyleminc.com.

As part of today’s meeting, Xylem is issuing updated guidance reflecting the recently announced acquisition of MultiTrode Pty Ltd, a privately held Australia-based water and wastewater technology and services company. Xylem forecasts full-year 2013 revenue growth of 3 to 4 percent to approximately $3.9 billion. Full-year 2013 adjusted net income is forecast to grow 1 to 7 percent to $333 to $352 million, for adjusted earnings per share of $1.79 to $1.89 per share. The company anticipates that restructuring and realignment costs will range from $60 to $70 million for the year.

About Xylem

Xylem (XYL) is a leading global water technology provider, enabling customers to transport, treat, test and efficiently use water in public utility, residential and commercial building services, industrial and agricultural settings. The company does business in more than 150 countries through a number of market-leading product brands, and its people bring broad applications expertise with a strong focus on finding local solutions to the world’s most challenging water and wastewater problems. Xylem is headquartered in White Plains, N.Y., with 2012 revenues of $3.8 billion and approximately 12,700 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

LOGO

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.

###

EX-99.2 3 d496435dex992.htm EX-99-2 EX-99-2

XYLEM INC.

INVESTOR & ANALYST DAY

MARCH 7, 2013

Exhibit 99.2

AGENDA

* For attendees at NYSE

2013 INVESTOR & ANALYST DAY

9:00 –