XYL 10-K Annual Report Dec. 31, 2017 | Alphaminr
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XYL 10-K Fiscal year ended Dec. 31, 2017

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XYLEM INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A . Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 . Summary Of Significant Accounting PoliciesNote 2 . Recently Issued Accounting PronouncementsNote 3 . Acquisitions and DivestituresNote 4. Restructuring and Asset Impairment ChargesNote 5. Other Non-operating Income, NetNote 6 . Income TaxesNote 7. Earnings Per ShareNote 8. InventoriesNote 9. Property, Plant and EquipmentNote 10 . Goodwill and Other Intangible AssetsNote 11. Derivative Financial InstrumentsNote 12. Accrued and Other Current LiabilitiesNote 13 . Credit Facilities and Long-term DebtNote 14 . Postretirement Benefit PlansNote 15 . Stock-based Compensation PlansNote 16. Capital StockNote 17. Accumulated Other Comprehensive LossNote 18 . Commitments and ContingenciesNote 19 . Related Party TransactionsNote 20 . Segment and Geographic DataNote 21. Valuation and Qualifying AccountsNote 22. Quarterly Financial Data (unaudited)Note 23. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Distribution Agreement, dated as of October 25, 2011, among ITT Corporation, Exelis Inc. and Xylem Inc. Incorporated by reference to Exhibit 10.1 of ITT Corporations Form 10-Q Quarterly Report filed on October 28, 2011 (CIK No. 216228, File No.1-5672). 2.2 Share Purchase Agreement, dated as of August 15, 2016, by and among Xylem Inc., Xylem Luxembourg S. r.l., Sensus Worldwide Limited, Sensus Industries Limited, and Sensus USA Inc. Incorporated by reference to Exhibit 2.1 to Xylem Inc.s Current Report on Form 8-K filed on August 15, 2016 (CIK No. 1524472, File No. 1-35229). 2.3 First Amendment to Share Purchase Agreement, dated as of October 31, 2016, by and among Xylem Inc., Xylem Luxembourg S. r.l., Sensus Worldwide Limited, Sensus Industries Limited, and Sensus USA Inc. Incorporated by reference to Exhibit 2.2 to Xylem Inc.s Current Report on Form 8-K filed on October 31, 2016 (CIK No. 1524472, File No. 1-35229). 2.4 Arrangement Agreement, dated as of December 8, 2017, by and between Xylem Inc. and Pure Technologies Ltd. Incorporated by reference to Exhibit 2.1 to Xylem Inc.'s Current Report on Form 8-K filed on December 11, 2017 (CIK No. 1524472, File No. 1-35229) 3.1 Fourth Amended and Restated Articles of Incorporation of Xylem Inc. Incorporated by reference to Exhibit 3.1 of Xylem Inc.s Form 8-K filed on May15, 2017 (CIK No. 1524472, File No.1-35229). 3.2 Fourth Amended and Restated By-laws of Xylem Inc. Incorporated by reference to Exhibit 3.1 of Xylem Inc.s Form 8-K filed on May15, 2017 (CIK No. 1524472, File No.1-35229). 4.1 Indenture, dated as of September 20, 2011, between Xylem Inc., ITT Corporation, as initial guarantor, and Union Bank, N.A., as trustee. Incorporated by reference to Exhibit 4.2 of ITT Corporations Form 8-K Current Report filed on September 21, 2011 (CIK No. 216228, File No.1-5672). 4.2 Senior Indenture, dated March 11, 2016, by and between the Company and Deutsche Bank Trust Company Americas, as trustee. Incorporated by reference to Exhibit 4.1 of Xylem Inc.s Form 8-K filed on March 11, 2016 (CIK No. 1524472, File No. 1-35229). 4.3 First Supplemental Indenture, dated March 11, 2016, by and between the Company and Deutsche Bank Trust Company Americas, as trustee. Incorporated by reference to Exhibit 4.1 of Xylem Inc.s Form 8-K filed on March 11, 2016 (CIK No. 1524472, File No. 1-35229) 4.4 Second Supplemental Indenture, dated March 11, 2016, by and between the Company and Deutsche Bank Trust Company Americas, as trustee. Incorporated by reference to Exhibit 4.1 of Xylem Inc.s Form 8-K filed on March 11, 2016 (CIK No. 1524472, File No. 1-35229). 4.5 Third Supplemental Indenture, dated October 11, 2016, by and between the Company and Deutsche Bank Trust Company Americas, as trustee. Incorporated by reference to Exhibit 4.1 of Xylem Inc.s Form 8-K filed on October 11, 2016 (CIK No. 1524472, File No. 1-35229). 4.6 Form of Xylem Inc. 4.875%Senior Notes due 2021. Incorporated by reference to Exhibit 4.6 of Xylem Inc.'s Form S-4 Registration Statement filed on May 24, 2012 (CIK No. 1524472, File No. 333-181643). 4.7 Form of Xylem Inc. 2.250% Senior Notes due 2023. Incorporated by reference to Exhibit 4.3 of Xylem Inc.s Current Report on Form 8-K dated March 11, 2016 (CIK No. 1524472, File No. 1-35229). 4.8 Form of Xylem Inc. 3.250% Senior Notes due 2026. Incorporated by reference to Exhibit 4.1 of Xylem Inc.s Form 8-K filed on October 11, 2016 (CIK No. 1524472, File No. 1-35229). 4.9 Form of Xylem Inc. 4.375% Senior Notes due 2046. Incorporated by reference to Exhibit 4.1 of Xylem Inc.s Form 8-K filed on October 11, 2016 (CIK No. 1524472, File No. 1-35229). 10.1 # Form of Xylem 2011 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (2015). Incorporated by reference to Exhibit 10.1 of Xylem Inc.s Form 10-K Annual Report filed on February 26, 2015 (CIK No. 1524472, File No.1-35229). 10.2 # Benefits and Compensation Matters Agreement, dated as of October 25, 2011, among ITT Corporation, Exelis Inc. and Xylem Inc. Incorporated by reference to Exhibit 10.2 of ITT Corporations Form 10-Q Quarterly Report filed on October 28, 2011 (CIK No. 216228, File No.1-5672). 10.3 Tax Matters Agreement, dated as of October 25, 2011, among ITT Corporation, Exelis Inc. and Xylem Inc. Incorporated by reference to Exhibit 10.3 of ITT Corporations Form 10-Q Quarterly Report filed on October 28, 2011 (CIK No. 216228, File No.1-5672). 10.5 Five-Year Revolving Credit Facility Agreement, dated as of March27, 2015, among Xylem Inc., the Lenders Named Therein, Citibank, N.A., as Administrative Agent and J.P. Morgan Chase Bank, N.A., as Syndication Agent. Incorporated by reference to Exhibit 10.1 of Xylem Inc.'s Form 8-K filed on March 31, 2015 (CIK No. 1524472, File No. 1-35229). 10.6 # Xylem 2011 Omnibus Incentive Plan (Amended as of February 24, 2016). Incorporated by reference to Exhibit 10.6 of Xylem Inc.'s Form 10-K filed on February 26, 2016 (CIK No. 1524472, File No. 1-35229). 10.7 # Form of Xylem Non-Qualified Stock Option Award Agreement (Amended as of February 24, 2016). Incorporated by reference to Exhibit 10.7 of Xylem Inc.'s Form 10-K filed on February 26, 2016 (CIK No. 1524472, File No. 1-35229). 10.8 # Form of XylemRestricted Stock Unit Agreement (Amended as of February 24, 2016). Incorporated by reference to Exhibit 10.8 of Xylem Inc.'s Form 10-K filed on February 26, 2016 (CIK No. 1524472, File No. 1-35229). 10.9 # Form of Xylem Performance Share Unit Agreement (Amended as of February 24, 2016). Incorporated by reference to Exhibit 10.9 of Xylem Inc.'s Form 10-K filed on February 26, 2016 (CIK No. 1524472, File No. 1-35229). 10.10 # Xylem Retirement Savings Plan. Incorporated by reference to Exhibit 10.1 of Xylem Inc.s Form 10-Q filed on July 30, 2013 (CIK No. 1524472, File No.1-35229). 10.11 # Xylem Supplemental Retirement Savings Plan. Incorporated by reference to Exhibit 10.11 of Xylem Inc.s Form 10-Q Quarterly Report filed on November 21, 2011 (CIK No. 1524472, File No.1-35229). 10.12 # Xylem Deferred Compensation Plan. Incorporated by reference to Exhibit 10.12 of Xylem Inc.'s Form 10-K Annual Report filed on February 23, 2017 (CIK No. 1524472, File No. 1-35229). 10.13 # Xylem Deferred Compensation Plan for Non-Employee Directors. Incorporated by reference to Exhibit 10.13 of Xylem Inc.s Form 10-Q Quarterly Report filed on November 21, 2011 (CIK No. 1524472, File No.1-35229). 10.14 # Form of Non-Employee Director Restricted Stock Unit Award Agreement. Incorporated by reference to Exhibit 10.1 of Xylem Inc.s Form 10-Q Quarterly Report filed on July 30, 2015 (CIK No. 1524472, File No.1-35229). 10.15 # Xylem Special Senior Executive Severance Pay Plan (Amended as of February 24, 2016). Incorporated by reference to Exhibit 10.15 of Xylem Inc.'s Form 10-K filed on February 26, 2016 (CIK No. 1524472, File No. 1-35229). 10.16 # Xylem Senior Executive Severance Pay Plan (Amended as of May 10, 2017). Incorporated by reference to Exhibit 10.1 of Xylem Inc.'s Form 10-Q filed on August 1, 2017 (CIK No. 1524472, File No. 1-35229). 10.17 # Form of Xylem 2011 Omnibus Incentive Plan 2011 Non-Qualified Stock Option Award Agreement Founders Grant. Incorporated by reference to Exhibit 10.17 of Xylem Inc.s Form 10-Q Quarterly Report filed on November 21, 2011 (CIK No. 1524472, File No.1-35229). 10.18 # Form of Xylem 2011 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement General Grant. Incorporated by reference to Exhibit 10.18 of Xylem Inc.s Form 10-Q Quarterly Report filed on November21, 2011 (CIK No. 1524472, File No.1-35229). 10.19 # Xylem Annual Incentive Plan for Executive Officers (Amended as of February 24, 2016). Incorporated by reference to Exhibit 10.16 of Xylem Inc.'s Form 10-K filed on February 26, 2016 (CIK No. 1524472, File No. 1-35229). 10.20 # Form of Directors Indemnification Agreement. Incorporated by reference to Exhibit 10.16 of Xylem Inc.'s Form 10-K filed on February 26, 2016 (CIK No. 1524472, File No. 1-35229). 10.21 # Form of Xylem 2011 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (2013). Incorporated by reference to Exhibit 10.1 of Xylem Inc.'s Form 10-Q Quarterly Report filed on April 30, 2013 (CIK No. 1524472, File No. 1-35229). 10.22 # Letter Agreement between Xylem Inc. and Patrick K. Decker. Incorporated by reference to Exhibit 10.1 of Xylem Inc.'s Form 10-Q Quarterly Report filed on April 29, 2014 (CIK No. 1524472, File No. 1-35229). 10.23 # Restricted Stock Unit Grant Agreement between Xylem Inc. and Patrick K. Decker. Incorporated by reference to Exhibit 10.1 of Xylem Inc.'s Form 8-K Current Report filed on March 20, 2014 (CIK No. 1524472, File No. 1-35229). 10.24 Research and Development Facility Agreement - Xylem Water Technologies Risk-Sharing Financing Facility First Amended and Restated Finance Contract, dated December 4, 2013, among the European Investment Bank, Xylem Holdings S.a.r.l. and Xylem International S.a.r.l., as borrowers, and Xylem Inc., as guarantor. Incorporated by reference to Exhibit 10.30 of Xylem Inc.s Form 10-K Annual Report filed on February 27, 2014 (CIK No. 1524472, File No.1-35229). 10.25 Agreement dated May 4, 2015, Amending the Research and Development Facility Agreement - Xylem Water Technologies Risk-Sharing Financing Facility First Amended and Restated Finance Contract, dated June 28, 2014, among the European Investment Bank, Xylem HoldingsS. r.l.and Xylem InternationalS. r.l.,as borrowers, and Xylem Inc., as guarantor. Incorporated by reference to Exhibit 10.2 of Xylem Inc.s Form 10-Q Quarterly Report filed on July 30, 2015 (CIK No. 1524472, File No.1-35229). 10.26 Agreement dated December 3, 2015, Amending the Research and Development Facility Agreement - Xylem Water Technologies Risk-Sharing Financing Facility First Amended and Restated Finance Contract, dated June 28, 2014, among the European Investment Bank, Xylem HoldingsS. r.l.and Xylem InternationalS. r.l.,as borrowers, and Xylem Inc., as guarantor. Incorporated by reference to Exhibit 10.16 of Xylem Inc.'s Form 10-K filed on February 26, 2016 (CIK No. 1524472, File No. 1-35229). 10.27 Amendment No.1, dated as of August 30, 2016, to the Five-Year Revolving Credit Facility, dated as of March 27, 2015, among Xylem Inc., the lenders named therein and Citibank N.A. as Administrative Agent. Incorporated by reference to Exhibit 10.1 of Xylem Inc.s Form 10-Q filed on November 1, 2016 (CIK No. 1524472, File No. 1-35229). 10.28 Finance Contract, dated October 28, 2016, between Xylem Holdings S.a.r.l. and Xylem International S.a.r.l., as borrowers, Xylem Inc., as guarantor and the European Investment Bank. Incorporated by reference to Exhibit 10.2 of Xylem Inc.s Form 10-Q filed on November 1, 2016 (CIK No. 1524472, File No. 1-35229). 10.29 Term Loan Agreement, dated as of October 24, 2016 among Xylem Europe GmbH, as borrower, Xylem Inc., as parent guarantor and ING Bank, as lender (including Form of Parent Guarantee). Incorporated by reference to Exhibit 10.1 of Xylem Inc.s Form 8-K filed on October 28, 2016 (CIK No. 1524472, File No. 1-35229). 10.30 Term Loan Agreement, dated as of January 26, 2018 among Xylem Europe GmbH, as borrower, Xylem Inc., as parent guarantor and ING Bank, as lender (including Form of Parent Guarantee). Filed herewith. 10.31 # Form of Xylem Restricted Stock Unit Agreement (Amended as of February 21, 2018). Filed herewith. 10.32 # Form of Xylem Performance Share Unit Agreement (Amended as of February 21, 2018). Filed herewith. 12.0 Statements re computation of ratios. Filed herewith. 21.0 Subsidiaries of the Registrant. Filed herewith. 23.1 Consent of Independent Registered Public Accounting Firm. Filed herewith. 31.1 Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 31.2 Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 32.1 Certification Pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Exhibit is intended to be furnished in accordance with Regulation S-K Item 601(b) (32) (ii) and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference. 32.2 Certification Pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Exhibit is intended to be furnished in accordance with Regulation S-K Item 601(b) (32) (ii) and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference.