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Xylem Inc

For the period ended Apr 2, 2024. Filed Apr 2, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 2, 2024 · Filed Apr 2, 2024

XYL$97.83-2.2%Stored close · as of Nov 6, 2026
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Contents

Appendix A

Xylem Inc. Non-GAAP Measures

Management reviews key performance indicators including revenue, gross margins, segment operating income and margins, orders growth, working capital and backlog, among others. In addition, we consider certain non-GAAP (or "adjusted") measures to be useful to management and investors evaluating our operating performance for the periods presented, and to provide a tool for evaluating our ongoing operations, liquidity and management of assets. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives, including but not limited to, dividends, acquisitions, share repurchases and debt repayment. Excluding revenue, Xylem provides guidance only on a non-GAAP basis due to the inherent difficulty in forecasting certain amounts that would be included in GAAP earnings, such as discrete tax items, without unreasonable effort. These adjusted metrics are consistent with how management views our business and are used to make financial, operating and planning decisions. These metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute for revenue, operating income, net income, earnings per share (basic and diluted) or net cash from operating activities as determined in accordance with GAAP. We consider the following items to represent the non-GAAP measures we consider to be key performance indicators, as well as the related reconciling items to the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

“Organic revenue" defined as revenue, excluding the impact of fluctuations in foreign currency translation and contributions from acquisitions and divestitures. Divestitures include sales or discontinuance of insignificant portions of our business that did not meet the criteria for classification as a discontinued operation. The period-over-period change resulting from foreign currency translation impacts is determined by translating current period and prior period activity using the same currency conversion rate.

“EBITDA” defined as earnings before interest, taxes, depreciation and amortization expense. “Adjusted EBITDA” reflects the adjustments to EBITDA to exclude share-based compensation charges, restructuring and realignment costs, gain or loss from sale of businesses and special charges.

"Adjusted Net Income" and “Adjusted EPS” defined net income and earnings per share, adjusted to exclude restructuring and realignment costs, amortization of acquired intangible assets, gain or loss from sale of businesses, special charges and tax-related special items, as applicable.

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

“Special charges" defined as costs incurred by the Company, such as acquisition and integration related costs, non-cash impairment charges and both operating and non-operating adjustments for costs related to the UK pension plan buyout.

“Tax-related special items" defined as tax items, such as tax return versus tax provision adjustments, tax exam impacts, tax law change impacts, excess tax benefits/losses and other discrete tax adjustments.

Reported v. Organic and Constant Currency Revenue ($Millions)

(As Reported - GAAP) · (As Adjusted - Organic) · Constant Currency
(A) · (B) · (C) · (D) · (E) = B+C+D · (F) = E/A · (G) = (E - C) / A
Change · % Change · Acquisitions / Divestitures · Change · % Change
Revenue · Revenue · 2023 v. 2022 · 2023 v. 2022 · FX Impact · Adj. 2023 v. 2022 · Adj. 2023 v. 2022
2023 · 2022
Xylem Inc.7,3645,5221,84233%(1,177)2569012%34%
Water Infrastructure2,9672,36460326%(362)1425511%26%
Applied Water1,8531,767865%-10965%5%
Measurement and Control Solutions1,7291,39133824%-133924%24%
Integrated Solutions and Services815-815N/A(815)--N/AN/A

EBITDA and Adjusted EBITDA

($ Millions, except per share amounts)

2023
Total
Net Income609
Net Income margin8.3%
Depreciation193
Amortization243
Interest Expense (Income), net21
Income Tax Expense26
EBITDA1,092
Share-based Compensation60
Restructuring & Realignment103
Special Charges136
Loss/(Gain) from sale of business1
Adjusted EBITDA1,392
Revenue7,364
Adjusted EBITDA Margin18.9%
2022
Total
Net Income355
Net Income margin6.4%
Depreciation111
Amortization125
Interest Expense (Income), net34
Income Tax Expense85
EBITDA710
Share-based Compensation37
Restructuring & Realignment34
U.K. Pension Settlement140
Special Charges20
Loss/(Gain) from sale of business(1)
Adjusted EBITDA940
Revenue5,522
Adjusted EBITDA Margin17.0%

Adjusted Diluted EPS

($ Millions, except per share amounts)

YTD 2023 · YTD 2022 (1)
As Reported · Adjustments · Adjusted · As Reported · Adjustments · Adjusted
Total Revenue7,364-7,3645,522-5,522
Operating Income652420a1,072622122a744
Operating Margin8.9%14.6%11.3%13.5%
Interest Expense(49)-(49)(50)-(50)
Other Non-Operating Income (Expense)33-3374b11
UK Pension Buyout Settlement---(140)140-
Gain/(Loss) From Sale of Business(1)1-1(1)-
Income before Taxes6354211,056440265705
Provision for Income Taxes(26)(205)c(231)(85)(50)c(135)
Net Income609216825355215570
Diluted Shares218.2218.2181.0181.0
Diluted EPS$2.79$0.99$3.78$1.96$1.19$3.15

(1) 2022 amounts have been recast to adjust for historical purchase accounting intangible amortization.

a Year-to-date:

Restructuring & realignment costs: 2023 - $106 million and 2022 - $34 million

Special charges: 2023 - $126 million of acquisition & integration related costs, $8 million of other special charges and $4 million of asset impairment charges; 2022 - $14 million of asset impairment charges and $2 million UK pension plan charges

Purchase accounting intangible amortization: 2023 - $176 million and 2022 - $72 million

b Year-to-date: 2022 - Special non-operating charges consist of charges related to the UK pension plan exited as part of a buy-out of $4 million

c Year-to-date: 2023 - Net tax impact on pre-tax adjustments (note a) of $90 million and other tax special items of $115 million; 2022 - Net tax impact on pre-tax adjustments (notes a and b) of $51 million and other tax related special items of $(1) million

XYLEM INC. 301 WATER STREET SEWASHINGTON, DC 20003 SCAN TO VIEW MATERIALS & VOTEw WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. Internet and telephone voting are available through 11:59 PM (ET) the day before theAnnual Meeting. Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card. If you vote your proxy by Internet or by telephone, you do not need to mail back your proxy card. VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above Use the Internet to vote your proxy. Have your proxy card in hand when you access the website. During The Meeting - Go to www.virtualshareholdermeeting.com/XYL2024 You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions. VOTE BY TELEPHONE - 1-800-690-6903 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. V39793-P02507-Z86718 XYLEM INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES LISTED IN PROPOSAL 1, "FOR" PROPOSALS 2 AND 3, AND "1 YEAR" FOR PROPOSAL 4. Company Proposals: 1.Election of ten members of the Xylem Inc. Board of ForAgainstAbstain Directors. 1a.Jeanne Beliveau-Dunn!!!ForAgainstAbstain1b. 1c. Earl R. EllisRobert F. Friel! ! ! ! ! ! 2.Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firmfor the fiscal year ending December 31, 2024. !!! 1d. 1e. Lisa GlatchVictoria D. Harker! ! ! ! ! ! 3.Advisory vote to approve the compensation of ournamed executive officers. 1 Year! 2 Years! 3 Years! Abstain1f. 1g. Mark D. MorelliJerome A. Peribere! ! ! ! ! ! 4.Advisory vote on the frequency of futureadvisory votes to approve named executiveofficer compensation. !!!! 1h. 1i. Matthew F. PineLila Tretikov! ! ! ! ! ! NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. 1j.Uday Yadav!!! Yes NoHOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household. !! (When signing as attorney, executor, administrator, trustee or guardian, give full title. If more than one trustee, all should sign.)

Annual Meeting of Shareholders Thursday, May 16, 2024, 8:00 a.m. (ET) Online at: www.virtualshareholdermeeting.com/XYL2024

SEC PROXY ACCESS NOTICE Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting to be held on Thursday, May 16, 2024 at 8:00 a.m. (ET) online at www.virtualshareholdermeeting.com/XYL2024: The 2024 Notice and Proxy Statement and 2023 Annual Report on Form 10-K are available on the Internet at www.proxyvote.com. V39794-P02507-Z86718 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF XYLEM INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2024. The shareholder(s) whose signature(s) appear(s) on the reverse side of this proxy form hereby appoint(s) Kelly O'Shea and Dorothy Capers, or either of them, each with full power of substitution as proxies, to vote all shares of Xylem Inc. common stock that the shareholder(s) would be entitled to vote on all matters that may properly come before the Annual Meeting and at any adjournments or postponements. The proxies are authorized to vote in accordance with the specifications indicated by the shareholder(s) on the reverse side of this form. If this form is signed and returned by the shareholder(s), and no specifications are indicated, the proxies are authorized to vote as recommended by the Board of Directors. In either case, if this form is signed and returned, the proxies thereby will be authorized to vote in their discretion on any other matters that may be presented for a vote at the Annual Meeting and at any adjournments or postponements. For participants in a Xylem Retirement Savings Plan: Your plan trustee will vote the Xylem shares credited to your savings plan account in accordance with your voting instructions. The trustee will vote the savings plan shares for which no voting instructions are received ("Undirected Shares") in the same proportion as the shares in the same savings plan for which the trustee receives voting instructions, except as otherwise provided in accordance with ERISA. Under the savings plans, participants are "named fiduciaries" to the extent of their authority to direct the voting of Xylem Inc. shares credited to their savings plan account and their proportionate share of Undirected Shares. Participants under these plans should mail their confidential voting instruction card to

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.