XYL 10-K Annual Report Dec. 31, 2023 | Alphaminr
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XYL 10-K Fiscal year ended Dec. 31, 2023

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XYLEM INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. Cyber SecurityItem 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. ReservedItem 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. RevenueNote 5. Restructuring and Asset Impairment ChargesNote 6. Other Non-operating (expense) Income, NetNote 7. Income TaxesNote 8. Earnings Per ShareNote 9. InventoriesNote 10. Property, Plant and EquipmentNote 11. LeasesNote 12. Goodwill and Other Intangible AssetsNote 13. Derivative Financial InstrumentsNote 14. Accrued and Other Current LiabilitiesNote 15. Credit Facilities and DebtNote 16. Post-retirement Benefit PlansNote 17. Share-based Compensation PlansNote 18. Capital StockNote 19. Accumulated Other Comprehensive LossNote 20. Commitments and ContingenciesNote 21. Segment and Geographic DataNote 22. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 Agreement and Plan of Merger, dated as of January 22, 2023, among Xylem Inc., Fore Merger Sub, Inc. and Evoqua Water Technologies Corp. Incorporated by reference to Exhibit 2.1 of Xylem Inc.s Form 8-K filed on January 23, 2023 (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 Fifth Amended and Restated By-laws of Xylem Inc. Incorporated by reference to Exhibit 3.1 of Xylem Inc.s Form 8-K filed on November15, 2022 (CIK No. 1524472, File No.1-35229). 4.1 Description of securities registered under Section 12 of the Exchange Act Incorporated by reference to Exhibit 4.1 of Xylem Inc.s Form 10-K Annual report filed on February 24, 2023 (CIK No. 1524472, File No. 1-35229). 4.2 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 filed on September 21, 2011 (CIK No. 216228, File No.1-5672). 4.3 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). 4.4 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 4.2 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 Fourth Supplemental Indenture, dated June 26, 2020, 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 June 26, 2020 (CIK No. 1524472, File No. 1-35229 4.7 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). 4.8 Form of 1.950%Senior Notes due 2028. Incorporated by reference to Exhibit 4.1 of Xylem Inc.s Form 8-K filed on June 26, 2020 (CIK 1524472, File No. 1-35229) 4.9 Form of 2.250%Senior Notes due 2031. Incorporated by reference to Exhibit 4.1 of Xylem Inc.s Form 8-K filed on June 26, 2020 (CIK 1524472, File No. 1-35229) 4.10 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 # Xylem 2011 Omnibus Incentive Plan (Amended and Restated as of February 24, 2016). Incorporated by reference to Exhibit 10.6 of Xylem Inc.'s Form 10-K Annual Report filed on February 26, 2016 (CIK No. 1524472, File No. 1-35229). 10.2 # Xylem Retirement Savings Plan. Incorporated by reference to Exhibit 10.1 of Xylem Inc.s Form 10-Q Quarterly Report filed on July 30, 2013 (CIK No. 1524472, File No.1-35229). 10.3 # 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). 10.4 # 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). 10.5 # Xylem Annual Incentive Plan for the Senior Leadership Team (formerly "Annual Incentive Plan for Executive Officers") restated, with administrative changes only, on July 11, 2022 Incorporated by reference to Exhibit 10.1 of Xylem Inc.'s Form 10-Q Quarterly Report filed on August 2, 2022 (CIK No. 1524472, File No. 1-35229). 10.6 # Xylem Special Senior Executive Severance Pay Plan, restated, with administrative changes only, on July 11, 2022 Incorporated by reference to Exhibit 10.15 of Xylem Inc.'s Form 10-Q Quarterly Report filed on August 2, 2022 (CIK No. 1524472, File No. 1-35229). 10.7 # 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 Quarterly Report filed on August 1, 2017 (CIK No. 1524472, File No. 1-35229). 10.8 # Form of Xylem 2011 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (2021). Incorporated by reference to Exhibit 10.3 of Xylem Inc.s Form 10-Q Quarterly Report filed on May 4, 2021 (CIK No. 1524472, File No. 1-35229). 10.9 # Form of 2011 Omnibus Incentive Plan Performance Share Unit Agreement (2021). Incorporated by reference to Exhibit 10.4 of Xylem Inc.s Form 10-Q Quarterly Report filed on May 4, 2021 (CIK No. 1524472, File No. 1-35229). 10.10 # Form of 2011 Omnibus Incentive Plan Restricted Stock Unit Agreement (2021). Incorporated by reference to Exhibit 10.5 of Xylem Inc.s Form 10-Q Quarterly Report filed on May 4, 2021 (CIK No. 1524472, File No. 1-35229). 10.11 # Form of 2011 Omnibus Incentive Plan ESG Performance Share Unit Agreement (2021). Incorporated by reference to Exhibit 10.6 of Xylem Inc.s Form 10-Q Quarterly Report filed on May 4, 2021 (CIK No. 1524472, File No. 1-35229). 10.12 # Form of 2011 Omnibus Incentive Plan Performance Share Unit Agreement (2022) Incorporated by reference to Exhibit 10.1 of Xylem Inc.s Form 10-Q Quarterly Report filed on May 4, 2022 (CIK No. 1524472, File No. 1-35229) 10.13 # Form of 2011 Omnibus Incentive Plan Restricted Stock Unit Agreement (2022) Incorporated by reference to Exhibit 10.2 of Xylem Inc.s Form 10-Q Quarterly Report filed on May 4, 2022 (CIK No. 1524472, File No. 1-35229) 10.14 # 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). 10.15 # 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). 10.16 # Form of 2011 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (2023) Incorporated by reference to Exhibit 10.3 of Xylem Inc.s Form 10-Q Quarterly Report filed on May 4, 2023 (CIK No. 1524472, File No. 1-35229) 10.17 # Form of 2011 Omnibus Incentive Plan Performance Share Unit Agreement (2023) Incorporated by reference to Exhibit 10.4 of Xylem Inc.s Form 10-Q Quarterly Report filed on May 4, 2023 (CIK No. 1524472, File No. 1-35229) 10.18 # Form of 2011 Omnibus Incentive Plan Restricted Stock Unit Agreement (2023) Incorporated by reference to Exhibit 10.5 of Xylem Inc.s Form 10-Q Quarterly Report filed on May 4, 2023 (CIK No. 1524472, File No. 1-35229) 10.19 # EWT Holdings I Corp. Stock Option Plan Incorporated by reference to Exhibit 10.17 to Amendment No. 2 to EWT Holdings I Corps Evoquas Registration Statement on Form S-1 filed on October 17, 2017 (File No. 333-220785) 10.20 # Amended and Restated Evoqua Water Technologies Corp. 2017 Equity Incentive Plan Incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q filed on May 6, 2020 (File No. 001-38272) 10.21 # Form of Special Restricted Stock Unit Award Agreement under the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan Incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on May 19, 2021 (File No. 001-38272) 10.22 # Form of Special Performance Share Unit Award Agreement under the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan Incorporated by reference to Exhibit 10.2 to the Registrants Form 8-K filed on May 19, 2021 (File No. 001-38272) 10.23 # Form of Restricted Stock Unit Award-Notice of Grant under the Amended and Restated Evoqua Water Technologies Corp. 2017 Equity Incentive Plan (for awards made after fiscal 2021) Incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q filed on February 1, 2022 (File No. 001-38272) 10.24 # Form of Performance Share Unit Award-Notice of Grant under the Amended and Restated Evoqua Water Technologies Corp. 2017 Equity Incentive Plan (for awards made after fiscal 2021) Incorporated by reference to Exhibit 10.3 to the Registrants Form 10-Q filed on February 1, 2022 (File No. 001-38272) 10.25 # Form of Directors Indemnification Agreement restated, with administrative changes only, on November 12, 2020. Incorporated by reference to Exhibit 10.20 of Xylem Inc.s Form 10-K Annual Report filed on February 26, 2021 (CIK No. 1524472, File No. 1-35229). 10.26 # 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). 10.27 # Letter Agreement between Xylem Inc. and Claudia S. Toussaint. Incorporated by reference to Exhibit 10.23 of Xylem Inc.s Form 10-K Annual Report filed on February 26, 2021 (CIK No. 1524472, File No. 1-35229). 10.28 # Letter Agreement between Xylem Inc. and Sandra E. Rowland. Incorporated by reference to Exhibit 10.24 of Xylem Inc.s Form 10-K Annual Report filed on February 26, 2021 (CIK No. 1524472, File No. 1-35229). 10.29 # Individual Employment Contract between Xylem Europe GmbH and Hayati Yarkadas. Incorporated by reference to Exhibit 10.2 of Xylem Inc.s Form 10-Q Quarterly Report filed on May 4, 2021 (CIK No. 1524472, File No. 1-35229). 10.30 # Letter Agreement between Xylem Inc. and Dorothy Capers. Incorporated by reference to Exhibit 10.1 of Xylem Inc.s Form 10-Q Quarterly Report filed on May 4, 2023 (CIK No. 1524472, File No. 1-35229) 10.31 # Transition Services Agreement entered into between Patrick Decker and Xylem Inc. dated September 1, 2023 Incorporated by reference to Exhibit 10.1 of Xylem Inc.s Form 8-K filed on September 5, 2023 (CIK 1524472, File No. 1-35229) 10.32 # Transition Services Agreement between Sandra Rowland and Xylem Inc. dated September 1, 2023 Incorporated by reference to Exhibit 10.2 of Xylem Inc.s Form 8-K filed on September 5, 2023 (CIK 1524472, File No. 1-35229) 10.33 # Letter agreement between Xylem Inc. and Matthew Pine dated September 1, 2023 Filed herewith. 10.34 # Letter Agreement between Xylem Inc. and William K. Grogan Incorporated by reference to Exhibit 10.3 of Xylem Inc.s Form 10-Q Quarterly Report filed on October 31, 2023 (CIK No. 1524472, File No. 1-35229). 10.35 Five-Year Revolving Credit Facility Agreement, dated as of March 1, 2023 among Xylem Inc. and the Lenders party thereto. Incorporated by reference to Exhibit 10.1 of Xylem Inc.s Form 8-K filed on March 2, 2023 (CIK No. 1524472, File No.1-35229). 10.36 Term Loan Agreement dated as of May 9, 2023 among Xylem Europe GmbH, as borrower, Xylem Inc. as parent guarantor and ING Bank, N.V. as lender (including Form of Parent Guarantee) Incorporated by reference to Exhibit 10.2 of Xylem Inc.'s Form 10-Q Quarterly Report filed on August 4, 2023 (CIK No. 1524472, File No. 1-35229). 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. 97 Recoupment of Incentive-Based Compensation ("Clawback") Policy. Filed herewith.