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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission file number: 1-35229
Xylem Inc.
(Exact name of registrant as specified in its charter)
 
Indiana    45-2080495
(State or other jurisdiction of incorporation or
organization)
   (I.R.S. Employer Identification No.)
301 Water Street SE, Washington, DC 20003
(Address of principal executive offices) (Zip code)
(202) 869-9150
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange of which registered
Common Stock, par value $0.01 per share XYL New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes ☑   No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☑
As of April 25, 2025, there were 243,351,011 outstanding shares of the registrant’s common stock, par value $0.01 per share.



Xylem Inc.
Table of Contents
ITEM
  
  
PAGE
PART I – Financial Information
Item 1 -
Item 2 -
Item 3 -
Item 4 -
PART II – Other Information
Item 1 -
Item 1A -
Item 2 -
Item 3 -
Item 4 -
Item 5 -
Item 6 -
2

PART I

ITEM 1.             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

XYLEM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited)
(in millions, except per share data)

For the three months ended March 31, 2025 2024
Revenue from products $ 1,709  $ 1,690 
Revenue from services 360  343 
Revenue 2,069  2,033 
Cost of revenue from products 1,041  1,021 
Cost of revenue from services 260  260 
Cost of revenue 1,301  1,281 
Gross profit 768  752 
Selling, general and administrative expenses 460  474 
Research and development expenses 56  59 
Restructuring and asset impairment charges 21  10 
Operating income 231  209 
Interest expense (8) (14)
Other non-operating income, net
Loss on sale of businesses (10) (5)
Income before taxes 217  196 
Income tax expense (50) (43)
Net income $ 167  $ 153 
Net loss attributable to non-controlling interests — 
Net income attributable to Xylem $ 169  $ 153 
Earnings per share:
Basic $ 0.69  $ 0.63 
Diluted $ 0.69  $ 0.63 
Weighted average number of shares:
Basic 243.1  241.9 
Diluted 243.8  243.0 
See accompanying notes to condensed consolidated financial statements.

3

XYLEM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in millions)
 
For the three months ended March 31, 2025 2024
Net income $ 167  $ 153 
Other comprehensive income (loss), before tax:
Foreign currency translation adjustment 56  (65)
Amount of currency translation adjustment relating to divestiture of foreign subsidiaries reclassified into net income — 
Net change in derivative hedge agreements:
Unrealized gain (loss) 15  (3)
Amount of loss reclassified into net income
Net change in post-retirement benefit plans:
Amortization of actuarial (gain) loss into net income —  — 
Foreign currency translation adjustment (1)
Other comprehensive income (loss), before tax 80  (65)
Income tax (benefit) expense related to items of other comprehensive income (loss) (18) 11 
Other comprehensive income (loss), net of tax 98  (76)
Comprehensive income $ 265  $ 77 
Comprehensive loss attributable to non-controlling interest — 
Comprehensive income attributable to Xylem $ 267  $ 77 


See accompanying notes to condensed consolidated financial statements.
4

XYLEM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions)
March 31,
2025
December 31,
2024
ASSETS
Current assets:
Cash and cash equivalents $ 1,059  $ 1,121 
Receivables, less allowances for discounts, returns and credit losses of $53 and $59 in 2025 and 2024, respectively
1,743  1,668 
Inventories 1,022  996 
Prepaid and other current assets 260  236 
Assets held for sale —  77 
Total current assets 4,084  4,098 
Property, plant and equipment, net 1,157  1,152 
Goodwill 8,061  7,980 
Other intangible assets, net 2,332  2,379 
Other non-current assets 925  884 
Total assets $ 16,559  $ 16,493 
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 958  $ 1,006 
Accrued and other current liabilities 1,167  1,271 
Short-term borrowings and current maturities of long-term debt 41  38 
Liabilities held for sale —  21 
Total current liabilities 2,166  2,336 
Long-term debt 1,974  1,978 
Accrued post-retirement benefit obligations 317  304 
Deferred income tax liabilities 486  497 
Other non-current accrued liabilities 562  496 
Total liabilities 5,505  5,611 
Commitments and contingencies (Note 18)
Redeemable non-controlling interest 232  235
Stockholders’ equity:
Common stock – par value $0.01 per share:
Authorized 750.0 shares, issued 259.7 shares and 259.2 shares in 2025 and 2024, respectively
Capital in excess of par value 8,705  8,687 
Retained earnings 3,211  3,140 
Treasury stock – at cost 16.3 shares and 16.2 shares in 2025 and 2024, respectively
(766) (753)
Accumulated other comprehensive loss (337) (435)
Total stockholders’ equity 10,816  10,642 
Non-controlling interests
Total equity 10,822  10,647 
Total liabilities, redeemable non-controlling interest, and stockholders’ equity $ 16,559  $ 16,493 

See accompanying notes to condensed consolidated financial statements.
5

XYLEM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in millions)
For the three months ended March 31, 2025 2024
Operating Activities
Net income $ 169  $ 153 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 68  61 
Amortization 77  73 
Share-based compensation 12  18 
Restructuring and asset impairment charges 21  10 
Loss from sale of business 10 
Other, net 11  (2)
Payments for restructuring (21) (11)
Changes in assets and liabilities (net of acquisitions):
Changes in receivables (48) (47)
Changes in inventories (9) (52)
Changes in accounts payable (64)
Other, net (193) (125)
Net Cash – Operating activities 33  89 
Investing Activities
Capital expenditures (71) (74)
Acquisitions of businesses, net of cash acquired (7) — 
Proceeds from sale of businesses, net of cash disposed 48  11 
Proceeds from the sale of property, plant and equipment
Cash received from investments — 
Cash paid for investments —  (2)
Cash paid for equity investments (1) — 
Cash received from cross-currency swaps 12  11 
Other, net (1) — 
Net Cash – Investing activities (15) (51)
Financing Activities
Short-term debt issued, net — 
   Long-term debt repaid (4) (5)
Repurchase of common stock (13) (15)
Proceeds from exercise of employee stock options 33 
Dividends paid (98) (88)
Other, net (8) (7)
Net Cash – Financing activities (116) (82)
Effect of exchange rate changes on cash 25  (28)
Changes in cash classified within assets held for sale 11  — 
Net change in cash and cash equivalents (62) (72)
Cash and cash equivalents at beginning of year 1,121  1,019 
Cash and cash equivalents at end of period $ 1,059  $ 947 
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 12  $ 13 
Income taxes (net of refunds received) $ 37  $ 39 
See accompanying notes to condensed consolidated financial statements.
6

XYLEM INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Background and Basis of Presentation
Background
Xylem Inc. (“Xylem” or the “Company”) is a leading equipment and service provider for water and wastewater applications with a broad portfolio of products and services addressing the full cycle of water, from collection, distribution and use to the return of water to the environment.
Xylem operates in four segments, Water Infrastructure, Applied Water, Measurement and Control Solutions and Water Solutions and Services. See Note 19, "Segment Information," to the condensed consolidated financial statements for further segment background information.
Except as otherwise indicated or unless the context otherwise requires, "Xylem," "we," "us," "our" and the "Company" refer to Xylem Inc. and its subsidiaries.
Basis of Presentation
The interim condensed consolidated financial statements reflect our financial position and results of operations in conformity with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany transactions between our businesses have been eliminated.
The unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in the opinion of management, reflect all adjustments (which include normal recurring adjustments) considered necessary for a fair statement of the financial position and results of operations for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such SEC rules. We believe that the disclosures made are adequate to make the information presented not misleading. We consistently applied the accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Annual Report") in preparing these unaudited condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes included in our 2024 Annual Report. Certain prior year amounts have been reclassified to conform to the current year presentation.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Estimates are revised as additional information becomes available. Estimates and assumptions are used for, but not limited to, valuation results associated with purchase accounting, post-retirement obligations and assets, revenue recognition, income taxes, valuation of intangible assets, goodwill and indefinite-lived intangible impairment testing and contingent liabilities. Actual results could differ from these estimates.
Our quarterly financial periods end on the Saturday closest to the last day of the calendar quarter, except for the fourth quarter which ends on December 31. For ease of presentation, the condensed consolidated financial statements included herein are described as ending on the last day of the calendar quarter.

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Note 2. Recently Issued Accounting Pronouncements
Pronouncements Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, "Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". This ASU requires a footnote disclosure to disaggregate each relevant expense caption on the face of the income statement that includes specific natural expense categories. In addition, the standard requires disclosure of selling expenses on an annual and interim basis. The standard is effective in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard is required to be adopted prospectively, but retrospective adoption is permitted. The Company is currently evaluating the method of adoption and the impacts of the guidance on our disclosures in future periods.
In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The ASU is intended to improve income tax disclosure requirements, primarily through additional disclosures about a reporting entity’s effective tax rate reconciliations as well as information on income taxes paid. The standard is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The amendments are required to be applied on a prospective basis, with the option to apply retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the method of adoption and the impacts of the guidance on our disclosures in future periods.

Note 3. Acquisitions and Divestitures
2025 Acquisition
On January 31, 2025, we acquired Simply Clean Air and Water, Inc. ("Simply Clean"), a water service company that specializes in high-purity water systems for life sciences and pharmaceutical markets, for the net cash acquisition price of $7 million. The company is headquartered in Connecticut, U.S. with 20 employees. Our consolidated financial statements include Simply Clean's results of operations within the Water Solutions and Services segment.
2025 Divestiture
On February 7, 2025, we completed the divestiture of our previously held for sale Evoqua Magneto business, which was part of the Water Infrastructure segment, for a cash selling price of $61 million ($48 million, net of cash transferred). As a result of the sale, we recorded an additional loss of $10 million, presented on the Condensed Consolidated Income Statement within "Loss on sale of businesses" in the current period.
2024 Acquisitions
Global Omnium Idrica, S.L.
On April 26, 2023, we acquired a 25.1% equity interest in Global Omnium Idrica S.L. (“Idrica”), a global company specializing in digital transformation for the water industry, offering innovative services and technological solutions for comprehensive water cycle management for $51 million. In connection with the transaction, the Company was granted the right to purchase a majority interest in Idrica from the joint venture partner at a fixed price. The investment was accounted for as an equity method investment as the Company had significant influence but did not have control over Idrica.
On December 10, 2024, we acquired an additional 35.9% equity interest in Idrica for $154 million ($150 million, net of cash received) by exercising our call right and now hold an aggregate ownership interest in Idrica of 61.0%. This was accounted for as a step acquisition where the Company has applied the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The fair value of our call right was included within the fair value of previously held equity interest and recognized as part of the consideration transferred and the gain on remeasurement of our call right was also included in the gain on remeasurement of previously held equity interest (as discussed below). The Company recognized assets acquired and liabilities assumed at their fair value as of the date of acquisition, with the excess purchase consideration recorded to goodwill. As the Company finalizes the estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months from the acquisition date).
8

The total fair value of consideration transferred was $637 million, which includes cash paid to Idrica, the remeasurement to fair value of our previously held equity interest, the fair value of the redeemable non-controlling interest, and the settlement of a preexisting contractual relationship between the Company and Idrica. This relationship related to a distribution agreement that the Company had previously recognized in other non-current assets.
The acquisition-date fair value of the consideration consisted of the following:
(in millions) Fair Value of Purchase Consideration
Cash paid $ 154 
Fair value of previously held equity interest 193
Fair value of redeemable non-controlling interest 237 
Settlement of preexisting relationship 53 
Total $ 637 
The Company remeasured its previously held 25.1% equity interest in Idrica immediately prior to the completion of the acquisition to its estimated fair value of approximately $193 million. This fair value was derived by using the discounted cash flow method of the income approach, which considers future cash flows that are discounted to present value at a rate of return commensurate with the business and financial risks associated with the expected achievement of the projected cash flows. As a result of the remeasurement of its previously held equity interest, the Company recognized a gain of approximately $152 million in the fourth quarter of 2024. The gain reflects the excess of the estimated fair value of $193 million for the Company’s previously held 25.1% equity interest over its carrying value of approximately $41 million.
The following table summarizes the preliminary acquisition date fair value of net tangible and intangible assets acquired, net of liabilities assumed from Idrica:
(in millions) Fair Value
Cash and cash equivalents $
Receivables
Prepaid and other current assets
Goodwill 521 
Other intangible assets, net 165 
Other non-current assets 15 
Accounts payable (8)
Accrued and other current liabilities (4)
Short term borrowings and current maturities of long-term debt (16)
Long term debt (7)
Deferred income tax liabilities (41)
Other non-current accrued liabilities (3)
Total $ 637 
The preliminary purchase price allocation is subject to further refinement and may require significant adjustments to arrive at the final purchase price allocation. The above fair values of assets acquired and liabilities assumed are preliminary. The fair values of the intangible assets acquired were preliminarily determined using the income and cost approaches. In many cases, the determination of the fair values required estimates about discount rates, future expected cash flows, and other future events that are judgmental and subject to change. The final determination of the fair value of certain assets and liabilities will be completed as soon as the necessary information becomes available but no later than one year from the acquisition date.
Our revenue and net loss attributable to the Idrica acquisition for the year ended December 31, 2024 and three months ended March 31, 2025 were not material. The $521 million of goodwill recognized, which is not deductible for U.S. income tax purposes, is primarily attributable to costs and revenue synergies and economies of scale expected from combining the operations of Idrica with Xylem.
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Identifiable Intangible Assets Acquired
The following table summarizes key information underlying identifiable intangible assets related to the Idrica acquisition:
(in millions) Useful Life
(in years)(a)
Fair Value
(in millions)
Customer Relationships 24 $ 28 
Backlog 9
Technology 7 132 
Trade Name 10
Intangible Assets Under Construction N/A
Total 10 $ 165 
(a)Useful life approximates weighted average useful life.
•The preliminary estimates of fair value of Idrica’s identifiable intangible assets were determined using a combination of the income and cost approaches. The fair value measurements were primarily based on significant inputs that are not observable in the market and thus, represent a Level 3 measurement of the fair value hierarchy as defined in ASC 820, Fair Value Measurements (“ASC 820”). Intangible assets consisting of the customer relationships, backlog, and trade name were valued using the multi-period excess earnings method (“MEEM”) or the relief from royalty (“RFR”) method, both of which are forms of the income approach. The intangible asset related to Idrica’s developed technology was valued using the replacement cost approach.
•The customer and backlog intangible assets were valued using the MEEM. The MEEM is an approach where the net earnings attributable to the asset being measured are isolated from other “contributory assets” over the intangible asset’s remaining economic life.
•The trade name intangible asset was valued using the RFR method. The RFR method suggests that in lieu of ownership, the acquirer can obtain comparable rights to use the subject asset via a license from a hypothetical third-party owner. The asset’s fair value is the present value of license fees avoided by owning it (i.e., the royalty savings).
•The developed technology intangible asset was valued using the replacement cost approach. The replacement cost approach is a valuation method that relies on estimating the replacement costs of assets based on the principle that an asset would not be purchased for a price higher than the cost to replace it with an asset of comparable utility.
Pro forma results of operations have not been included, as the acquisition of Idrica was not material to our results of operations for any periods presented.
Heusser
On December 5, 2024, we acquired all issued and outstanding shares of Heusser Water Solutions AG ("Heusser"), a leading distributor and provider of advanced pumping systems and treatment solutions in Switzerland, for $40 million ($35 million, net of cash received). Heusser, a privately-owned company headquartered in Cham, Switzerland, has approximately 90 employees. Our consolidated financial statements include Heusser's results of operations prospectively from December 5, 2024 primarily within the Water Infrastructure segment.
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Note 4. Revenue
Disaggregation of Revenue
The following table illustrates the sources of revenue:
Three Months Ended
March 31,
(in millions) 2025 2024
Revenue from contracts with customers $ 2,002  $ 1,910 
Lease Revenue 67  123 
Total $ 2,069  $ 2,033 

The following table reflects revenue from contracts with customers by application.
Three Months Ended
March 31,
(in millions) 2025 2024
Water Infrastructure
     Transport $ 345  $ 337 
     Treatment 236  237 
Applied Water
Building Solutions 247  240 
     Industrial Water 188  196 
Measurement and Control Solutions
Smart Metering and Other 404  377 
     Analytics 86  85 
Water Solutions and Services
Capital and Other 254  203 
Services 242  235 
Total $ 2,002  $ 1,910 
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The following table reflects revenue from contracts with customers by geographical region.
Three Months Ended
March 31,
(in millions) 2025 2024
Water Infrastructure
     United States $ 210  $ 204 
Western Europe 211  211 
Emerging Markets (a) 115  114 
Other 45  45 
Applied Water
     United States 239  232 
Western Europe 98  99 
Emerging Markets (a) 65  73 
Other 33  32 
Measurement and Control Solutions
     United States 322  305 
Western Europe 77  82 
Emerging Markets (a) 45  44 
Other 46  31 
Water Solutions and Services
United States 376  335 
Western Europe 24  23 
Emerging Markets (a) 49  42 
Other 47  38 
Total $ 2,002  $ 1,910 
(a)Emerging Markets includes results from the following regions: Eastern Europe, the Middle East and Africa, Latin America and Asia Pacific (excluding Japan, Australia and New Zealand, which are presented in "Other")
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Contract Balances
We receive payments from customers based on a billing schedule as established in our contracts. Contract assets relate to costs incurred to perform in advance of scheduled billings. Contract liabilities relate to payments received in advance of performance under the contracts. Changes in contract assets and liabilities are due to our performance under the contract. The table below provides contract assets, contract liabilities, and significant changes in contract assets and liabilities:
(in millions) Contract Assets (a) Contract Liabilities
Balance at January 1, 2024 $ 263  $ 315 
  Additions, net 99  178 
  Revenue recognized from opening balance —  (161)
  Billings transferred to accounts receivable (100) — 
Other (2) (10)
Balance at March 31, 2024 $ 260  $ 322 
Balance at January 1, 2025 $ 303  $ 322 
  Additions, net 133  116 
  Revenue recognized from opening balance (126)
  Billings transferred to accounts receivable (107) — 
Other — 
Balance at March 31, 2025 $ 329  $ 313 
(a)Excludes receivable balances, which are disclosed on the Condensed Consolidated Balance Sheets
Performance obligations
Delivery schedules vary from customer to customer based upon their requirements. Typically, large projects require longer lead production cycles and delays can occur from time to time. As of March 31, 2025, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied for contracts with performance obligations, amount to $1.8 billion. The Company elects to apply the practical expedient to exclude from this disclosure revenue related to performance obligations that are part of a contract whose original expected duration is less than one year.

Note 5. Restructuring and Asset Impairment Charges
Restructuring
During the three months ended March 31, 2025, we incurred restructuring charges of $17 million. The incurred charges primarily related to actions taken to further streamline our organization through simplification efforts in order to strengthen our competitive positioning and ability to better serve our customers.
During the three months ended March 31, 2024, we incurred restructuring costs of $9 million. We incurred these charges primarily as a result of our acquisition of Evoqua and our efforts to reposition our businesses to optimize our cost structure, improve our operational efficiency and effectiveness, strengthen our competitive positioning and better serve our customers.
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The following table presents the components of restructuring expense and asset impairment charges:
Three Months Ended
March 31,
(in millions) 2025 2024
By component:
Severance and other charges $ 18  $
Asset impairment — 
Reversal of restructuring accruals (1) (1)
Total restructuring costs $ 17  $
Asset impairment charges
Total restructuring and asset impairment charges $ 21  $ 10 
By segment:
Water Infrastructure $ 13  $
Applied Water
Measurement and Control Solutions — 
Water Solutions and Services
Corporate and other — 
The following table displays a roll-forward of the restructuring accruals, presented on our Condensed Consolidated Balance Sheets within "Accrued and other current liabilities" and "Other non-current accrued liabilities", for the three months ended March 31, 2025 and 2024:
(in millions) 2025 2024
Restructuring accruals - January 1 $ 25  $ 24 
Restructuring costs, net 17 
Cash payments (21) (11)
Asset impairment —  (1)
Foreign currency and other (1)
Restructuring accruals - March 31 $ 22  $ 20 
By segment:
Water Infrastructure $ $
Applied Water
Measurement and Control Solutions
Water Solutions and Services
Regional selling locations (a)
Corporate and other
(a)Regional selling locations consist primarily of selling and marketing organizations and related support services that incurred restructuring expense that was allocated to the segments. The liabilities associated with restructuring expense were not allocated to the segments.
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The following table presents expected restructuring spend in 2025 and thereafter:
(in millions) Water Infrastructure Applied Water Measurement and Control Solutions Water Solutions and Services Corporate Total
Actions Commenced in 2025:
Total expected costs $ 38  $ 21  $ $ $ $ 76 
Costs incurred during Q1 2025 12  —  16 
Total expected costs remaining $ 26  $ 19  $ $ $ $ 60 
Actions Commenced in 2024:
Total expected costs $ 14  $ $ $ 29  $ $ 51 
Costs incurred in 2024 14  28  49 
Costs incurred during Q1 2025 —  —  —  — 
Total expected costs remaining $ —  $ —  $ —  $ $ —  $
The actions commenced in 2025 consist primarily of severance charges. The actions are expected to continue through the end of 2026.
The actions commenced in 2024 consist primarily of severance and asset impairment charges. The actions are expected to continue through the end of 2025.
Asset Impairment
During the first quarter of 2025, we recognized a $4 million impairment charge for internally developed software within our Water Solutions and Services and Water Infrastructure segments.
During the first quarter of 2024, we recognized a $1 million impairment charge for internally developed software within Corporate. Refer to Note 9, "Goodwill and Other Intangible Assets," for additional information.

Note 6. Income Taxes
Our quarterly provision for income taxes is measured using an estimated annual effective tax rate, adjusted for discrete items within the periods presented. The comparison of our effective tax rate between periods is significantly impacted by the level and mix of earnings and losses by tax jurisdiction and discrete items.
The income tax provision for the three months ended March 31, 2025 was $50 million resulting in an effective tax rate of 23.1%, compared to a $43 million expense resulting in an effective tax rate of 21.8% for the same period in 2024. The effective tax rate for the three month period ended March 31, 2025 was higher than the U.S. federal statutory rate primarily due to mix of earnings across different jurisdictions.
15

Unrecognized Tax Benefits
During 2019, Xylem’s Swedish subsidiary received a tax assessment from the Swedish Tax Agency (the "STA") for the 2013 tax year related to the tax treatment of an intercompany transfer of certain intellectual property that was made in connection with a reorganization of our European businesses. Xylem filed an appeal with the Administrative Court of Växjö, which rendered a decision adverse to Xylem in June 2022 for SEK837 million (approximately $84 million), consisting of the full tax assessment amount plus penalties and interest. Xylem appealed this decision with the intermediate appellate court, the Administrative Court of Appeal, and on May 15, 2024, that court rendered a decision in favor of Xylem and also remanded an issue to the trial court for resolution. In June 2024, the STA filed a notice of appeal of this decision to the Supreme Administrative Court (the “Court”), which declined to hear the case and remanded one issue back to the Administrative Court for further consideration. Management, in consultation with external legal advisors, continues to believe it is more likely than not that Xylem will prevail on the proposed assessment and will continue to vigorously defend our position through this litigation. There can be no assurance that the final determination by the authorities will not be materially different than our position. As of March 31, 2025, we do not have any unrecognized tax benefits related to this tax position.

16

Note 7. Earnings Per Share
The following is a reconciliation of the shares used in calculating basic and diluted net earnings per share:
Three Months Ended
  March 31,
2025 2024
Net income (in millions) $ 169  $ 153 
Shares (in thousands):
Weighted average common shares outstanding 243,084  241,826 
Add: Participating securities (a) 21  28 
Weighted average common shares outstanding — Basic 243,105  241,854 
Plus incremental shares from assumed conversions: (b)
Dilutive effect of stock options 352  727 
Dilutive effect of restricted stock units and performance share units 323  440 
Weighted average common shares outstanding — Diluted 243,780  243,021 
Basic earnings per share $ 0.69  $ 0.63 
Diluted earnings per share $ 0.69  $ 0.63 
(a)Restricted stock units containing rights to non-forfeitable dividends that participate in undistributed earnings with common stockholders are considered participating securities for purposes of computing earnings per share.
(b)Incremental shares from stock options, restricted stock units and performance share units are computed by the treasury stock method. The weighted average shares listed below were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented or were otherwise excluded under the treasury stock method. The treasury stock method calculates dilution assuming the exercise of all in-the-money options and vesting of restricted stock units and performance share units, reduced by the repurchase of shares with the proceeds from the assumed exercises and unrecognized compensation expense for outstanding awards. Performance share units will be included in the treasury stock calculation of diluted earnings per share upon achievement of underlying performance or market conditions at the end of the reporting period. See Note 15, "Share-Based Compensation Plans," to the condensed consolidated financial statements for further detail on the performance share units.
Three Months Ended
  March 31,
(in thousands) 2025 2024
Stock options 866  1,254 
Restricted stock units 339  428 
Performance share units 233  342 

Note 8. Inventories
The components of total inventories are summarized as follows:
(in millions) March 31,
2025
December 31,
2024
Finished goods $ 356  $ 341 
Work in process 111  100 
Raw materials 555  555 
Total inventories $ 1,022  $ 996 

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Note 9. Goodwill and Other Intangible Assets
Goodwill    
Changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2025 are as follows:
(in millions) Water
Infrastructure
Applied Water Measurement and Control Solutions Water Solutions and Services Total
Balance as of January 1, 2025 2,098  884  2,163  2,835  7,980 
Activity in 2025
Foreign currency and other 33  37  81 
Balance as of March 31, 2025 $ 2,131  $ 890  $ 2,200  $ 2,840  $ 8,061 
Other Intangible Assets
Information regarding our other intangible assets is as follows:
March 31, 2025 December 31, 2024
(in millions) Carrying
Amount
Accumulated
Amortization
Net
Intangibles
Carrying
Amount
Accumulated
Amortization
Net
Intangibles
Customer and distributor relationships $ 2,160  $ (613) $ 1,547  $ 2,151  $ (576) $ 1,575 
Proprietary technology and patents 366  (149) 217  360  (138) 222 
Trademarks 184  (113) 71  182  (107) 75 
Software 613  (388) 225  595  (367) 228 
Other 195  (88) 107  194  (79) 115 
Indefinite-lived intangibles 165  —  165  164  —  164 
Other Intangibles $ 3,683  $ (1,351) $ 2,332  $ 3,646  $ (1,267) $ 2,379 
Amortization expense related to finite-lived intangible assets was $77 million and $73 million for the three-month periods ended March 31, 2025 and 2024, respectively.
During the first quarter of 2025, we recognized a $1 million and $3 million impairment charge for internally developed software within Water Infrastructure and Water Solutions and Services segments, respectively.
During the first quarter of 2024, we recognized a $1 million impairment charge for internally developed software within Corporate.

Note 10. Derivative Financial Instruments     
Risk Management Objective of Using Derivatives
We are exposed to certain risks arising from both our business operations and economic conditions, and we principally manage our exposures to these risks through management of our core business activities. Certain of our foreign operations expose us to fluctuations of foreign interest rates and exchange rates that may impact revenue, expenses, cash receipts, cash payments, and the value of our stockholders' equity. We enter into derivative financial instruments to protect the value or fix the amount of certain cash flows in terms of the functional currency of the business unit with that exposure and also reduce the volatility in stockholders' equity.
Cash Flow Hedges of Foreign Exchange Risk
We are exposed to fluctuations in various foreign currencies against our functional currencies. We use foreign currency derivatives, including currency forward agreements, to manage our exposure to fluctuations in the various exchange rates. Currency forward agreements involve fixing the foreign currency exchange rate for delivery of a specified amount of foreign currency on a specified date.
18

Certain business units with exposure to foreign currency exchange risks have designated certain currency forward agreements as cash flow hedges of forecasted intercompany inventory purchases and sales. Our principal currency exposures for which we enter into cash flow hedges relate to the Euro, Swedish Krona, British Pound, Canadian Dollar, Polish Zloty, and Australian Dollar. We had foreign exchange contracts with purchased notional amounts totaling $518 million and $657 million as of March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025, our most significant foreign currency derivatives included contracts to sell U.S. Dollar and purchase Euro, purchase Swedish Krona and sell Euro, sell British Pound and purchase Euro, sell Canadian Dollar and purchase Euro, sell Canadian Dollar and purchase U.S. Dollar, purchase Polish Zloty and sell Euro, and sell Australian Dollar and purchase Euro. The purchased notional amounts associated with these currency derivatives are $202 million, $141 million, $70 million, $32 million, $30 million, $24 million, and $19 million, respectively. As of December 31, 2024, our most significant foreign currency derivatives included contracts to sell U.S. Dollar and purchase Euro, purchase Swedish Krona and sell Euro, sell British Pound and purchase Euro, sell Canadian Dollar and purchase Euro, sell Canadian Dollar and purchase U.S. Dollar, purchase Polish Zloty and sell Euro, and sell Australian Dollar and purchase Euro. The purchased notional amounts associated with these currency derivatives are $258 million, $169 million, $90 million, $42 million, $40 million, $34 million, and $24 million, respectively.
Hedges of Net Investments in Foreign Operations
We are exposed to changes in foreign currencies impacting our net investments held in foreign subsidiaries.
Cross-Currency Swaps
Beginning in 2015, we entered into cross-currency swaps to manage our exposure to fluctuations in the Euro-U.S. Dollar exchange rate. During the second quarter of 2019, third quarter of 2020, and second quarter of 2022 we entered into additional cross-currency swaps. The total notional amount of derivative instruments designated as net investment hedges was $2,906 million and $2,181 million as of March 31, 2025 and December 31, 2024, respectively.
In February 2025, the Company completed a transaction to effectively amend and extend the cross-currency swaps maturing in January 2028. The liability position of the existing cross-currency swaps was blended into new cross-currency swap agreement with notional amount of $509 million maturing in July 2028.
The table below presents the effect of our derivative financial instruments on the Condensed Consolidated Income Statements and Statements of Comprehensive Income. Items in the table below reflect changes in "Other comprehensive income (loss)" ("OCI/L") within the Statements of Comprehensive Income:
Three Months Ended
March 31,
(in millions) 2025 2024
Derivatives in Cash Flow Hedges
Foreign Exchange Contracts
Amount of gain (loss) recognized in OCL $ 15  $ (3)
Amount of loss reclassified from OCL into Revenue — 
Amount of (gain) loss reclassified from OCL into Cost of revenue (1)
Derivatives Net Investment Hedges
Cross-Currency Swaps
Amount of (loss) gain recognized in OCL $ (84) $ 40 
Amount of income recognized in Interest expense 11 
As of March 31, 2025, $1 million of net gains on cash flow hedges are expected to be reclassified into earnings in the next 12 months.
As of March 31, 2025, no gains or losses on the net investment hedges are expected to be reclassified into earnings over their duration.
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The fair values of our derivative assets and liabilities are measured on a recurring basis using Level 2 inputs and are determined through the use of models that consider various assumptions including yield curves, time value and other measurements.
The fair values of our derivative contracts currently included in our hedging program were as follows:
(in millions) March 31,
2025
December 31,
2024
Derivatives designated as hedging instruments
Assets
Cash Flow Hedges
  Prepaid and other current assets $ 10  $
Net Investment Hedges
Other non-current assets $ 27  $ 50 
Liabilities
Cash Flow Hedges
  Accrued and other current liabilities $ (5) $ (15)
Net Investment Hedges
Other non-current accrued liabilities $ (90) $ (30)

20

Note 11. Current Liabilities
The components of total Accrued and other current liabilities are as follows:
(in millions) March 31,
2025
December 31,
2024
Compensation and other employee-benefits $ 284  $ 409 
Customer-related liabilities 390  384 
Accrued taxes 219  201 
Lease liabilities 121  109 
Accrued warranty costs 44  43 
Other accrued liabilities 109  125 
Total accrued and other current liabilities $ 1,167  $ 1,271 
The Company facilitates the opportunity for suppliers to participate in voluntary supply chain financing programs with third-party financial institutions. Xylem agrees on commercial terms, including payment terms, with suppliers regardless of program participation. The Company does not determine the terms or conditions of the arrangement between suppliers and the third-party financial institutions. Participating suppliers are paid directly by the third-party financial institution. Xylem pays the third-party financial institution the stated amount of confirmed invoices from its designated suppliers at the original invoice amount on the original maturity dates of the invoices, ranging from 45-180 days. Xylem does not pay fees related to these programs. Xylem or the third-party financial institutions may terminate the agreements upon at least 30 days’ notice. The total outstanding balance presented within "Accounts payable" on our Condensed Consolidated Balance Sheets under these programs is $264 million and $250 million as of March 31, 2025 and December 31, 2024, respectively.
The table below provides changes in the confirmed obligations outstanding related to our supplier financing programs over the three months ended March 31, 2025:
(in millions) 2025
Confirmed obligations outstanding – January 1 $ 250 
Invoices confirmed 259 
Confirmed invoices paid (248)
Foreign currency and other
Confirmed obligations outstanding – March 31 $ 264 

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Note 12. Credit Facilities and Debt
Total debt outstanding is summarized as follows:
(in millions) March 31,
2025
December 31,
2024
3.250% Senior Notes due 2026 (a)
$ 500  $ 500 
1.950% Senior Notes due 2028 (a)
500  500 
2.250% Senior Notes due 2031 (a)
500  500 
4.375% Senior Notes due 2046 (a)
400  400 
Equipment Financing due 2025 to 2032
102  106 
Other 27  25 
Debt issuance costs and unamortized discount (b) (14) (15)
Total debt 2,015  2,016 
Less: short-term borrowings and current maturities of long-term debt 41  38 
Total long-term debt $ 1,974  $ 1,978 
(a)The fair value of our Senior Notes was determined using quoted prices in active markets for identical securities, which are considered Level 1 inputs. The fair value of our Senior Notes due 2026 was $491 million and $488 million as of March 31, 2025 and December 31, 2024, respectively. The fair value of our Senior Notes due 2028 was $467 million and $459 million as of March 31, 2025 and December 31, 2024, respectively. The fair value of our Senior Notes due 2031 was $437 million and $427 million as of March 31, 2025 and December 31, 2024, respectively. The fair value of our Senior Notes due 2046 was $332 million and $327 million as of March 31, 2025 and December 31, 2024, respectively.
(b)The debt issuance costs and unamortized discount are recognized as a reduction in the carrying value of the Senior Notes in the Condensed Consolidated Balance Sheets and are being amortized to interest expense in our Condensed Consolidated Income Statements over the expected remaining terms of the Senior Notes.
Senior Notes
On June 26, 2020, we issued 1.950% Senior Notes of $500 million aggregate principal amount due January 2028 (the “Senior Notes due 2028”) and 2.250% Senior Notes of $500 million aggregate principal amount due January 2031 (the “Senior Notes due 2031" and, together with the Senior Notes due 2028, the “Green Bond”).
The Green Bond includes covenants that restrict our ability, and the ability of our restricted subsidiaries, to incur debt secured by liens on certain property above a threshold, to engage in certain sale and leaseback transactions involving certain property above a threshold, and to consolidate or merge, or convey or transfer all or substantially all of our assets. We may redeem the Green Bond at any time, at our option, subject to certain conditions, at specified redemption prices, plus accrued and unpaid interest to the redemption date.
If a change of control triggering event (as defined in the applicable Green Bond indenture) occurs, we will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase.
Interest on the Green Bond is payable on January 30 and July 30 of each year. As of March 31, 2025, we are in compliance with all covenants for the Green Bond.
On October 11, 2016, we issued 3.250% Senior Notes of $500 million aggregate principal amount due October 2026 (the “Senior Notes due 2026”) and 4.375% Senior Notes of $400 million aggregate principal amount due October 2046 (the “Senior Notes due 2046” and, together with the Senior Notes due 2026, the “Senior Notes”).
The Senior Notes include covenants that restrict our ability, and the ability of our restricted subsidiaries, to incur debt secured by liens on certain property above a threshold, to engage in certain sale and leaseback transactions involving certain property above a threshold, and to consolidate or merge, or convey or transfer all or substantially all of our assets. We may redeem the Senior Notes, as applicable, in whole or in part, at any time at a redemption price equal to the principal amount of the Senior Notes to be redeemed, plus a make-whole premium. We may also redeem the Senior Notes in certain other circumstances, as set forth in the applicable Senior Notes indenture.
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If a change of control triggering event (as defined in the applicable Senior Notes indenture) occurs, we will be required to make an offer to purchase the Senior Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase.
Interest on the Senior Notes due 2026 and the Senior Notes due 2046 is payable on May 1 and November 1 of each year. As of March 31, 2025, we are in compliance with all covenants for the Senior Notes.
Credit Facilities
2023 Five-Year Revolving Credit Facility
On March 1, 2023, Xylem entered into a five-year revolving credit facility (the "2023 Credit Facility") with Citibank, N.A., as Administrative Agent, and a syndicate of lenders. The 2023 Credit Facility provides for an aggregate principal amount of up to $1 billion (available in U.S. Dollars and in Euros), with increases of up to $300 million for a maximum aggregate principal amount of $1.3 billion at the request of Xylem and with the consent of the institutions providing such increased commitments.
Interest on all loans under the 2023 Credit Facility is payable either quarterly or at the expiration of any Term SOFR or EURIBOR interest period applicable thereto. Borrowings accrue interest at a rate equal to, at Xylem's election, a base rate or an adjusted Term SOFR or EURIBOR rate plus an applicable margin. The 2023 Credit Facility includes customary provisions for implementation of replacement rates for Term SOFR-based and EURIBOR-based loans. The 2023 Credit Facility also includes a pricing grid that determines the applicable margin based on Xylem's credit rating, with a further adjustment based on Xylem's achievement of certain Environmental, Social and Governance ("ESG") key performance indicators. Xylem will also pay quarterly fees to each lender for such lender's commitment to lend accruing on such commitment at a rate based on Xylem's credit rating, whether such commitment is used or unused, as well as a quarterly letter of credit fee accruing on the letter of credit exposure of such lender during the preceding quarter at a rate based on the credit rating of Xylem with a further adjustment based on Xylem's achievement of certain ESG key performance indicators.
The 2023 Credit Facility requires that Xylem maintain a consolidated total debt to consolidated EBITDA ratio (or maximum leverage ratio), which will be based on the last four fiscal quarters. In accordance with the terms of the agreement to the 2023 Credit Facility, Xylem may not exceed a maximum leverage ratio of 4.00 to 1.00 for a period of four consecutive fiscal quarters beginning with the fiscal quarter during which a material acquisition is consummated and a maximum leverage ratio of 3.50 to 1.00 thereafter for a minimum of four fiscal quarters before another material acquisition is consummated. In addition, the 2023 Credit Facility contains a number of customary covenants, including limitations on the incurrence of secured debt and debt of subsidiaries, liens, sale and lease-back transactions, mergers, consolidations, liquidations, dissolutions and sales of assets. The 2023 Credit Facility also contains customary events of default. Finally, Xylem has the ability to designate subsidiaries that can borrow under the 2023 Credit Facility, subject to certain requirements and conditions set forth in the 2023 Credit Facility. As of March 31, 2025, the 2023 Credit Facility was undrawn, and we are in compliance with all revolver covenants. The 2023 Credit Facility has availability of $1 billion, comprised of the $1 billion aggregate principal as of March 31, 2025.
Equipment Financing
The Company has secured financing agreements that require providing a security interest in specified equipment and, in some cases, the underlying contract and related receivables. As of March 31, 2025, the gross and net amounts of those assets are included on the Consolidated Balance Sheets as follows:
March 31, 2025
(in millions) Gross Net
Property, plant, and equipment, net $ 70  $ 56 
Receivables, net
Prepaid and other current assets
Other non-current assets 141  140 
$ 219  $ 204 

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As of March 31, 2025 the future maturities of our debt were as follows
(in millions) Maturity
2026 $ 41 
2027 521 
2028 519 
2029 15 
2030 28 
Thereafter 905 
Total Future Maturities 2,029 
Debt issuance costs and unamortized discount (a) (14)
Total $ 2,015 
(a) The debt issuance costs and unamortized discount is recognized as a reduction in the carrying value of the Senior Notes in the Consolidated Balance Sheets and is being amortized to interest expense in our Consolidated Income Statements over the expected remaining terms of the Senior Notes.
Commercial Paper
U.S. Dollar Commercial Paper Program
Our U.S. Dollar commercial paper program generally serves as a means of short-term funding with a $600 million maximum issuing balance and a combined limit of $1 billion inclusive of the 2023 Credit Facility. As of March 31, 2025 and December 31, 2024, none of the Company's $600 million U.S. Dollar commercial paper program was outstanding, respectively.
Euro Commercial Paper Program
On June 3, 2019, Xylem entered into a Euro commercial paper program with ING Bank N.V., as administrative agent, and a syndicate of dealers. The Euro commercial paper program provides for a maximum issuing balance of up to €500 million (approximately $540 million) which may be denominated in a variety of currencies. The maximum issuing balance may be increased in accordance with the Dealer Agreement. As of March 31, 2025 and December 31, 2024, none of the Company's Euro commercial paper program was outstanding. We have the ability to continue borrowing under this program going forward in future periods.
Note 13. Post-retirement Benefit Plans
The components of net periodic benefit cost for our defined benefit pension plans are as follows:
Three Months Ended
  March 31,
(in millions) 2025 2024
Domestic defined benefit pension plans:
Service cost $ $
Interest cost
Expected return on plan assets (1) (1)
Net periodic benefit cost $ $
International defined benefit pension plans:
Service cost $ $
Interest cost
Expected return on plan assets (3) (3)
Net periodic benefit cost $ $
Total net periodic benefit cost $ $
The components of net periodic benefit cost, other than the service cost component, are included in the line item "Other non-operating income, net" in the Condensed Consolidated Income Statements.
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The total net periodic benefit cost for other post-retirement employee benefit plans was less than $1 million, including net credits recognized into "Other comprehensive income (loss)" of less than $1 million, for both the three months ended March 31, 2025 and 2024, respectively.
We contributed $5 million and $4 million to our defined benefit plans for the three months ended March 31, 2025 and 2024, respectively. Additional contributions ranging between approximately $13 million and $17 million are expected to be made during the remainder of 2025.
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Note 14. Equity
The following table shows the changes in stockholders' equity for the three months ended March 31, 2025:
(in millions) Common
Stock
Capital in Excess of Par Value Retained
Earnings
Accumulated Other
Comprehensive
Income (Loss)
Treasury Stock Non-Controlling Interest Total
Balance at January 1, 2025 $ $ 8,687  $ 3,140  $ (435) $ (753) $ $ 10,647 
Net income —  —  169  —  —  —  169 
Other comprehensive income, net —  —  —  98  —  —  98 
Other activity —  —  —  —  — 
Dividends declared ($0.40 per share)
—  —  (98) —  —  —  (98)
Stock incentive plan activity —  18  —  —  (13) — 
Balance at March 31, 2025 $ $ 8,705  $ 3,211  $ (337) $ (766) $ $ 10,822 
The following table shows the changes in stockholders' equity for the three months ended March 31, 2024:
Common
Stock

Capital in Excess of Par Value
Retained
Earnings
Accumulated Other
Comprehensive
Income (Loss)
Treasury Stock Non-Controlling Interest Total
Balance at January 1, 2024 $ $ 8,564  $ 2,601  $ (269) $ (733) $ 10  $ 10,176 
Net income —  —  153  —  —  —  153 
Other comprehensive loss, net —  —  —  (76) —  —  (76)
Other activity —  —  —  —  —  (2) (2)
Dividends declared ($0.36 per share)
—  —  (87) —  —  —  (87)
Stock incentive plan activity —  54  —  —  (15) —  39 
Balance at March 31, 2024 $ $ 8,618  $ 2,667  $ (345) $ (748) $ $ 10,203 

Note 15. Share-Based Compensation Plans
Share-based compensation expense was $12 million and $18 million during the three months ended March 31, 2025 and 2024, respectively. The unrecognized compensation expense related to our stock options, restricted stock units and performance share units was $13 million, $50 million and $24 million, respectively, at March 31, 2025 and is expected to be recognized over a weighted average period of 2.4, 2.2 and 2.3 years, respectively. The amount of cash received from the exercise of stock options was $6 million and $33 million for the three months ended March 31, 2025 and 2024, respectively.
As of March 31, 2025, there were approximately 4.7 million shares of common stock available for future awards.
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Stock Option Grants
The following is a summary of the changes in outstanding stock options for the three months ended March 31, 2025:
Share units
(in thousands)
Weighted
Average
Exercise
Price / Share
Weighted Average
Remaining
Contractual
Term (Years)
Aggregate Intrinsic Value
(in millions)
Outstanding at January 1, 2025 1,182  $ 84.76  6.3 $ 40 
Granted 251  129.67 
Exercised (80) 65.65 
Forfeited and expired (4) 112.88 
Outstanding at March 31, 2025 1,349  $ 94.15  6.6 $ 38 
Options exercisable at March 31, 2025 905  $ 78.30  5.1 $ 38 
Vested and expected to vest as of March 31, 2025 1,278  $ 92.29  6.4 $ 38 
The total intrinsic value of options exercised (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) during the three months ended March 31, 2025 was $5 million.
Stock Option Fair Value
The fair value of each option grant was estimated on the date of grant using the binomial lattice pricing model which incorporates multiple and variable assumptions over time, including employee exercise patterns, stock price volatility and changes in dividends. The following are weighted-average assumptions for 2025 grants:
Volatility 26.70  %
Risk-free interest rate 4.10  %
Dividend yield 1.23  %
Expected term (in years) 5.5
Weighted-average fair value / share $ 36.95 
Expected volatility is calculated based on an analysis of historic volatility measures for Xylem. We use historical data to estimate option exercise and employee termination behavior within the valuation model. Employee groups and option characteristics are considered separately for valuation purposes. The expected term represents an estimate of the period of time options are expected to remain outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of option grant.
Restricted Stock Unit Grants
The following is a summary of restricted stock unit activity for the three months ended March 31, 2025. The fair value of the restricted share unit awards is determined using the closing price of our common stock on date of grant:
Share units
(in thousands)
Weighted
Average
Grant Date
Fair Value / Share
Outstanding at January 1, 2025 632  $ 111.33 
Granted 215  129.67 
Vested (276) 105.99 
Forfeited (15) 115.46 
Outstanding at March 31, 2025 556  $ 120.93 
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ROIC and Adjusted EBITDA Performance Share Unit Grants
The following is a summary of our ROIC and EBITDA grants for the three months ended March 31, 2025. The fair value of the adjusted EBITDA performance share units is equal to the closing share price on the date of the grant:
Share units
 (in thousands)
Weighted
Average
Grant Date
Fair Value / Share
Outstanding at January 1, 2025 77  $ 105.02 
Adjustment for Performance Condition Achieved (a) 19  86.77 
Vested (44) 86.77 
Forfeited (1) 109.08 
Outstanding at March 31, 2025 51  $ 113.96 
(a) Represents an increase in the number of original ROIC performance share units awarded based on the final market condition achievement at the end of the performance period of such awards.
TSR Performance Share Unit Grants
The following is a summary of our Total Shareholder Return ("TSR") performance share unit grants for the three months ended March 31, 2025:
Share units
(in thousands)
Weighted
Average
Grant Date
Fair Value / Share
Outstanding at January 1, 2025 155  $ 125.42 
Granted 53  180.50 
Adjustment for Market Condition Achieved (a) (14) 71.15 
Vested (37) 71.15 
Forfeited (1) 131.07 
Outstanding at March 31, 2025 156  $ 156.95 
(a) Represents a decrease in the number of original TSR performance share units awarded based on the final market condition achievement at the end of the performance period of such awards.
The fair value of TSR performance share units was calculated on the date of grant using a Monte Carlo simulation model utilizing several key assumptions, including expected Company and peer company share price volatility, correlation coefficients between peers, the risk-free rate of return, the expected dividend yield and other award design features. The following are weighted-average assumptions for 2025 grants:
Volatility 25.80  %
Risk-free interest rate 4.01  %

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Revenue Performance Share Unit Grants
The following is a summary of our Revenue performance share unit grants for the three months ended March 31, 2025:
Share units
 (in thousands)
Weighted
Average
Grant Date
Fair Value / Share
Outstanding at January 1, 2025 77  $ 105.06 
Adjustment for Performance Condition Achieved (a) 19  86.77 
Vested (44) 86.77 
Forfeited (1) 109.08 
Outstanding at March 31, 2025 51  $ 113.96 
(a) Represents an increase in the number of original REV performance share units awarded based on the final market condition achievement at the end of the performance period of such awards.
EPS Performance Share Unit Grants
The following is a summary of our EPS performance share unit grants for the three months ended March 31, 2025:
Share units
 (in thousands)
Weighted
Average
Grant Date
Fair Value / Share
Outstanding at January 1, 2025 —  $ — 
Granted 53  129.67 
Outstanding at March 31, 2025 53  $ 129.67 
The fair value of the EPS performance share unit awards is determined using the closing price of our common stock on date of grant.
The performance share units were each awarded at a target of 100% with actual payout for each type of grant contingent upon the achievement of performance targets as follows:
•ROIC performance share units - a pre-set, three-year adjusted ROIC performance target
•EBITDA performance share units - a third-year adjusted EBITDA performance target
•TSR performance share units - a relative TSR performance
•Revenue performance share units - a pre-set third year revenue target
•EPS performance share units - a cumulative three-year EPS performance target

Note 16. Capital Stock
For the three months ended March 31, 2025 and March 31, 2024, the Company repurchased less than 0.1 million shares of common stock for $13 million and approximately 0.1 million shares of common stock for $15 million, respectively. Repurchases may include share repurchase programs approved by the Board of Directors and repurchases in relation to settlement of employee tax withholding obligations due as a result of the vesting of restricted stock units. The details of repurchases by each program are as follows:
On August 24, 2015, our Board of Directors authorized the repurchase of up to $500 million in shares with no expiration date. The program's objective is to deploy our capital in a manner that benefits our stockholders and maintains our focus on growth. There were no shares repurchased under the program for the three months ended March 31, 2025 and March 31, 2024. There are up to $182 million in shares that may still be purchased under this plan as of March 31, 2025.
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Aside from the aforementioned repurchase program, we repurchased less than 0.1 million shares and approximately 0.1 million shares for approximately $13 million and $15 million for the three months ended March 31, 2025 and 2024, respectively, in relation to settlement of employee tax withholding obligations due as a result of the vesting of restricted stock units.

Note 17. Accumulated Other Comprehensive Loss
The following table provides the components of accumulated other comprehensive loss ("AOCL") for the three months ended March 31, 2025:
(in millions) Foreign Currency Translation Post-retirement Benefit Plans Derivative Instruments Total
Balance at January 1, 2025 $ (368) $ (53) $ (14) $ (435)
Foreign currency translation adjustment 56  —  —  56 
Amount of currency translation adjustment relating to divestiture of foreign subsidiaries reclassified into net income —  — 
Tax on foreign currency translation adjustment 20  —  —  20 
Foreign currency translation adjustment for post-retirement benefit plans —  (1) —  (1)
Unrealized gain on derivative hedge agreements —  —  15  15 
Income tax benefit on unrealized gain on derivative hedge agreements —  —  (2) (2)
Reclassification of unrealized loss on foreign exchange agreements into revenue —  — 
Reclassification of unrealized gain on foreign exchange agreements into cost of revenue —  —  (1) (1)
Balance at March 31, 2025 $ (284) $ (54) $ $ (337)

The following table provides the components of AOCL for the three months ended March 31, 2024:
(in millions) Foreign Currency Translation Post-retirement Benefit Plans Derivative Instruments Total
Balance at January 1, 2024 $ (196) $ (72) $ (1) $ (269)
Foreign currency translation adjustment (65) —  —  (65)
Tax on foreign currency translation adjustment (10) —  —  (10)
Income tax impact on amortization of post-retirement benefit plan items —  (1) —  (1)
Foreign currency translation adjustment for post-retirement benefit plans —  — 
Unrealized loss on derivative hedge agreements —  —  (3) (3)
Reclassification of unrealized loss on foreign exchange agreements into cost of revenue —  — 
Balance at March 31, 2024 $ (271) $ (71) $ (3) $ (345)

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Note 18. Commitments and Contingencies
Legal Proceedings
From time to time, we are involved in legal and regulatory proceedings that are incidental to the operation of our businesses (or the business operations of previously owned entities). These proceedings may seek remedies relating to matters including environmental, tax, intellectual property, acquisitions or divestitures, product liability, property damage, personal injury, privacy, employment, labor and pension, government investigations or contract issues and commercial or contractual disputes.
See Note 6, "Income Taxes," of our condensed consolidated financial statements for a description of a pending tax litigation matter.
Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including our assessment of the merits of the particular claims, we do not believe it is reasonably possible that any asserted or unasserted legal claims or proceedings, individually or in aggregate, will have a material adverse effect on our results of operations, or financial condition. We have estimated and accrued $4 million as of March 31, 2025 and December 31, 2024 for these general legal matters.
Guarantees
We obtain certain stand-by letters of credit, bank guarantees, surety bonds and insurance letters of credit from third-party financial institutions in the ordinary course of business when required under contracts or to satisfy insurance-related requirements. As of March 31, 2025 and December 31, 2024, the amount of surety bonds, bank guarantees, insurance letters of credit, stand-by letters of credit as well as revenue and customs guarantees was $748 million and $758 million, respectively.
Environmental
In the ordinary course of business, we are subject to federal, state, local, and foreign environmental laws and regulations. We are responsible, or are alleged to be responsible, for ongoing environmental investigation and remediation of sites in various countries. Our accrued environmental liabilities represent our best estimates related to the investigation and remediation of environmental media such as water, soil, soil vapor, air and structures at these sites, as well as related legal fees. Liabilities for these environmental expenditures are recorded on an undiscounted basis. We have estimated and accrued $4 million as of March 31, 2025 and December 31, 2024 for environmental matters.
Given the complexities and uncertainties involved in on-going and future investigation and remediation projects, the process to estimate environmental remediation liabilities requires judgement. We believe the total amount accrued is reasonable based on existing facts and circumstances.
Warranties
We warrant numerous products, the terms of which vary widely. In general, we warrant products against defects and specific non-performance. The table below provides changes in the combined current and non-current product warranty accruals over each period:
(in millions) 2025 2024
Warranty accrual – January 1 $ 57  $ 63 
Net charges for product warranties in the period 10 
Settlement of warranty claims (8) (9)
Foreign currency and other (1)
Warranty accrual – March 31 $ 60  $ 62 

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Note 19. Segment Information
Our business has four reportable segments: Water Infrastructure, Applied Water, Measurement and Control Solutions and Water Solutions and Services. The Water Infrastructure segment focuses on the transportation and treatment of water, offering a range of products including water, wastewater and storm water pumps, controls and systems; treatment equipment: filtration and separation, disinfection, wastewater solutions for municipal and industrial applications. The Applied Water segment serves many of the primary uses of water and focuses on the residential, commercial and industrial markets. The Applied Water segment's major products include pumps, valves, heat exchangers, controls and dispensing equipment. The Measurement and Control Solutions segment focuses on developing advanced technology solutions that enable intelligent use and conservation of critical water and energy resources as well as analytical instrumentation used in the testing of water. The Measurement and Control Solutions segment's major products include smart metering, networked communications, measurement and control technologies, critical infrastructure technologies, software and services including cloud-based analytics, and remote monitoring and data management. The Water Solutions and Services segment provides tailored services and solutions, in collaboration with customers and backed by life‑cycle services, including on‑demand water, outsourced water, recycle / reuse, specialty dewatering and emergency response service alternatives to improve operational reliability, performance and environmental compliance. Key offerings within this segment also include equipment systems for industrial needs (influent water, boiler feed water, ultrahigh purity, process water, wastewater treatment, and recycle / reuse), full-scale outsourcing of operations and maintenance, and municipal services, including odor and corrosion control services, as well as leak detection, condition assessment and asset management and pressure monitoring solutions.
Additionally, we have Regional selling locations, which consist primarily of selling and marketing organizations and related support services, that offer products and services across our reportable segments. Corporate and other consists of corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs, as well as charges related to certain matters, such as environmental matters, that are managed at a corporate level and are not included in the business segments in evaluating performance or allocating resources.
Disaggregated asset information by segment is not provided to the chief operating decision maker ("CODM") for review, therefore, such information is not presented. The following tables contain financial information provided to the CODM for each reportable segment:
(in millions) Water Infrastructure Applied Water Measurement and Control Solutions Water Solutions and Services Total
Balance for quarter ended March 31, 2025
Revenue $ 581  $ 435  $ 490  $ 563  $ 2,069 
Less:
Adjusted cost of revenue (a) 329  279  302  370 
Adjusted operating expenses (a) 145  79  106  115 
Other segment items (b) 27  26  34 
Segment operating income $ 80  $ 72  $ 56  $ 44  $ 252 
Reconciliation of segment operating income
Corporate and other (loss) (21)
Interest expense (8)
Other non-operating income, net
Loss on sale of businesses (10)
Income before income taxes $ 217 
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(in millions) Water Infrastructure Applied Water Measurement and Control Solutions Water Solutions and Services Total
Balance for quarter ended March 31, 2024
Revenue $ 574  $ 436  $ 462  $ 561  $ 2,033 
Less:
Adjusted cost of revenue (a) 327  288  275  366 
Adjusted operating expenses (a) 159  85  101  112 
Other segment items (b) 28  16  33 
Segment operating income $ 60  $ 61  $ 70  $ 50  $ 241 
Reconciliation of segment operating income
Corporate and other loss (32)
Interest expense (14)
Other non-operating income, net
Loss on sale of businesses (5)
Income before income taxes $ 196 
(a) Adjusted costs of revenue and adjusted operating expenses represent segment-level information that are regularly provided to the CODM. These balances represent costs of revenue and operating expenses, respectively, adjusted to exclude purchase accounting intangible amortization, restructuring and realignment expenses, and special charges.
(b) Other segment items for each segment represents purchase accounting intangible amortization, restructuring and realignment expenses, and special charges, which are excluded from the above significant expense categories regularly provided to the CODM in line with our adjusted measures as outlined in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Annual Report on Form 10-K.
The accounting policies of each segment are the same as those described in the "Summary of Significant Accounting Policies" section of Note 1 in the 2024 Annual Report. The following table contains financial information for each reportable segment:
Quarter Ended March 31,
(in millions) 2025 2024
Depreciation and Amortization:
Water Infrastructure $ 23  $ 31 
Applied Water
Measurement and Control Solutions 39  33 
Water Solutions and Services 68  60 
Corporate and other
Total $ 145  $ 134 
Capital Expenditures:
Water Infrastructure $ 11  $
Applied Water
Measurement and Control Solutions 16  18 
Water Solutions and Services 20  33 
Regional selling locations (a)
Corporate and other
Total $ 71  $ 74 
(a)Represents capital expenditures incurred by the Regional selling locations not allocated to the segments.

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Note 20. Redeemable Non-Controlling Interest
The holder of the non-controlling interest in Idrica, which is a consolidated subsidiary of the Company, has a right to sell the remaining equity interest in Idrica to the Company for cash (the “Put Right”). The Put Right is exercisable after December 10, 2027 and has a fixed strike price of €168 million during the first two years after it is exercisable. Beginning in the third year of exercisability, the Put Right is exercisable at the fair market value of underlying equity interests. Redeemable non-controlling interest is reflected in the consolidated balance sheets at the greater of the carrying value or the redemption value. As of March 31, 2025, the redeemable non-controlling interest is reflected in the consolidated balance sheet at its carrying value.

Note 21. Subsequent Events
At the beginning of the second quarter, we acquired all issued and outstanding shares of Vacom Systems LLC, a clean water technology provider in the U.S., for a purchase price of $42 million in cash and 5% royalty on revenue capped at $25 million during the first 5 years after acquisition.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the condensed consolidated financial statements, including the notes, included elsewhere in this report on Form 10-Q (this "Report").
This Report contains “forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” "contemplate," "predict," “forecast,” “likely,” “believe,” “target,” “will,” “could,” “would,” “should,” "potential," "may" and similar expressions or their negative, may, but are not necessary to, identify forward-looking statements. By their nature, forward-looking statements address uncertain matters and include any statements that: are not historical, such as statements about our strategy, financial plans, outlook, objectives, plans, intentions or goals (including those related to our social, environmental and other sustainability goals); or address possible or future results of operations or financial performance, including statements relating to orders, revenues, operating margins and earnings per share growth.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in or implied by our forward-looking statements include, among others, the following: the impact of overall industry and general economic conditions, including industrial, governmental, and public and private sector spending, interest rates, inflation and related monetary policy by governments in response to inflation, and the strength of the residential and commercial real estate markets, on economic activity and our operations; geopolitical events, including ongoing, possible escalation or outbreak of international conflicts, as well as regulatory, economic and other risks associated with our global sales and operations, including those related to domestic content requirements applicable to projects receiving governmental funding; manufacturing and operating cost increases due to macroeconomic conditions, including inflation, energy supply, supply chain shortages, logistics challenges, tight labor markets, prevailing price changes, tariffs, trade policies and other factors; demand for our products, disruption, competition or pricing pressures in the markets we serve; cybersecurity incidents or other disruptions of information technology systems on which we rely, or involving our connected products and services; lack of availability or delays in receiving parts and raw materials from our supply chain, including electronic components (in particular, semiconductors); disruptions in operations at our facilities or that of third parties upon which we rely; uncertainty related to the realization of the benefits and synergies from our acquisition of Evoqua Water Technologies Corp.; safe and compliant treatment and handling of water, wastewater and hazardous materials; failure to successfully execute large projects, including with respect to meeting performance guarantees and customers’ budgets, timelines and safety requirements; our ability to retain and attract leadership and other diverse and key talent, as well as competition for overall talent and labor; defects, security, warranty and liability claims, and recalls related to our products; uncertainty around restructuring and realignment actions and related costs and savings; our ability to execute strategic investments for growth, including related to acquisitions and divestitures; availability, regulation or interference with radio spectrum used by certain of our products; volatility in served markets or impacts on our business and operations due to weather conditions, including the effects of climate change; risks related to our sustainability commitments and related disclosures; fluctuations in foreign currency exchange rates; difficulty predicting our financial results; risk of future impairments to goodwill and other intangible assets; changes in our effective tax rates or tax expenses; financial market risks related to our pension and other defined benefit plans; failure to comply with, or changes in, laws or regulations, including those pertaining to our business conduct, operations, products and services, including anti-corruption, data privacy and security, trade, competition, the environment, climate change and health and safety; legal, governmental or regulatory claims, investigations or proceedings and associated contingent liabilities; matters related to intellectual property infringement or expiration of rights; and other factors set forth under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Annual Report") and in subsequent filings we make with the Securities and Exchange Commission (“SEC”).
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Forward-looking and other statements in this Report regarding our environmental and other sustainability plans and goals are not an indication that these statements are necessarily material to investors, to our business, operating results, financial condition, outlook, or strategy, to our impacts on sustainability matters or other parties, or are required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking social, environmental and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. All forward-looking statements made herein are based on information currently available to us as of the date of this Report. We undertake 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.
Overview
Xylem is a leading global water technology company. We design, manufacture and service highly engineered products and solutions ranging across a wide variety of critical applications in utility, industrial, residential and commercial building services settings. Our broad portfolio of solutions addresses customer needs across the water cycle, from the delivery, measurement and use of drinking water to the collection, test, treatment and analysis of wastewater, to the return of water to the environment. Our product and service offerings are organized into four reportable segments that are aligned around the critical market applications they provide: Water Infrastructure, Applied Water, Measurement and Control Solutions and Water Solutions and Services.
•Water Infrastructure serves the water infrastructure sector with pump systems that transport water from aquifers, lakes, rivers and seas; with filtration, ultraviolet and ozone systems that provide treatment, making the water fit to use; and pumping solutions that move the wastewater and storm water to treatment facilities where our mixers, biological treatment, monitoring and control systems provide the primary functions in the treatment process.
•Applied Water serves the water usage applications sector with water pressure boosting systems for heating, ventilation and air conditioning, and for fire protection systems to the residential and commercial building solutions markets.
•Measurement and Control Solutions primarily serves the utility infrastructure solutions and services sector by delivering communications, smart metering, measurement and control capabilities and critical infrastructure technologies that allow customers to more effectively use their distribution networks for the delivery, monitoring and control of critical resources such as water, electricity and natural gas. We also provide analytical instrumentation used to measure and analyze water quality, flow and level in clean water, wastewater and outdoor water environments.
•Water Solutions and Services provides tailored services and solutions, in collaboration with customers, including on‑demand water, outsourced water, recycle/reuse, pipeline assessment services, specialty dewatering and emergency response service alternatives to improve operational reliability, performance and environmental compliance.
Executive Summary
Xylem reported revenue for the first quarter of 2025 of $2,069 million, an increase of 1.8% compared to $2,033 million reported in the first quarter of 2024. The revenue increase consisted primarily of organic growth of 3.3% driven by strong volume in our Measurement and Control Solutions segment and organic growth in our Water Infrastructure segment.
Additional financial highlights for the quarter ended March 31, 2025 include the following:
•Orders of $2,158 million, down 3.9% from $2,246 million in the prior year period, and down 2.4% on an organic basis.
•Earnings per share of $0.69, up 9.5% compared to prior year ($1.03, up 14.4% versus prior year, on an adjusted basis).
•Net income attributable to Xylem as a percent of revenue of 8.2%, up 70 basis points compared to 7.5% in the prior year. Adjusted EBITDA margin of 20.4%, up 120 basis points when compared to 19.2% in the prior year.
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Key Performance Indicators and 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 non-GAAP measures 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" and "organic orders" defined as revenue and orders, respectively, 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.
•"constant currency" defined as financial results adjusted for foreign currency translation impacts by translating current period and prior period activity using the same currency conversion rate. This approach is used for countries whose functional currency is not the U.S. dollar.
•"adjusted net income" and "adjusted earnings per share" defined as net income attributable to Xylem and corresponding earnings per share, respectively, 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. A reconciliation of adjusted net income and adjusted earnings per share is provided below.
Three Months Ended
  March 31,
(in millions, except for per share data) 2025 2024
Net income attributable to Xylem & Earnings per share $ 169  $ 0.69  $ 153  $ 0.63 
Restructuring and realignment 27  0.11  15  0.06 
Acquired intangible amortization 55  0.23  54  0.22 
Special charges 12  0.05  16  0.07 
Tax-related special items —  —  (2) (0.01)
Loss from sale of business 10  0.04  0.02 
Tax effects of adjustments (a)
(22) (0.09) (22) (0.09)
Adjusted net income & Adjusted earnings per share $ 251  $ 1.03  $ 219  $ 0.90 
Weighted average number of shares - diluted 243.8  243.0 
(a) The tax effects of adjustments are calculated using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction.
•"adjusted operating expenses" defined as operating expenses adjusted to exclude amortization of acquired intangible assets, restructuring and realignment costs and special charges, as applicable.
•"adjusted operating income" defined as operating income, adjusted to exclude restructuring and realignment costs, amortization of acquired intangible assets, gain or loss from sale of businesses, gain on remeasurement of previously held equity interest, special charges and tax-related special items, as applicable, and "adjusted operating margin" defined as adjusted operating income divided by total revenue.
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•“EBITDA” defined as earnings before interest, taxes, depreciation and amortization expense, "EBITDA margin" defined as EBITDA divided by total revenue, "adjusted EBITDA" reflects the adjustment to EBITDA to exclude share-based compensation charges, restructuring and realignment costs, gain or loss from sale of businesses, and special charges, and "adjusted EBITDA margin" defined as adjusted EBITDA divided by total revenue.
•“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 non-recurring costs incurred by the Company, such as those related to acquisitions and integrations, divestitures and non-cash impairment charges.
•"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.
•"free cash flow" defined as net cash from operating activities, as reported in the Statement of Cash Flows, less capital expenditures. Our definition of "free cash flow" does not consider certain non-discretionary cash payments, such as debt. The following table provides a reconciliation of free cash flow.
Three Months Ended
  March 31,
(in millions) 2025 2024
Net cash provided by operating activities $ 33  $ 89 
Capital expenditures (71) (74)
Free cash flow $ (38) $ 15 
Net cash used in investing activities $ (15) $ (51)
Net cash used by financing activities $ (116) $ (82)


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Results of Operations
Three Months Ended
March 31,
(in millions) 2025 2024 Change
Revenue $ 2,069  $ 2,033  1.8  %
Gross profit 768  752  2.1  %
Gross margin 37.1  % 37.0  % 10  bp 
Total operating expenses 537  543  (1.1) %
Expense to revenue ratio 26.0  % 26.7  % (70) bp 
Operating income 231  209  10.5  %
Operating margin 11.2  % 10.3  % 90  bp 
Interest and other non-operating expense, net (4) (8) (50.0) %
Loss on sale of businesses (10) (5) 100.0  %
Income tax expense (50) (43) 16.3  %
Tax rate 23.1  % 21.8  % 130  bp
Net income $ 167  $ 153  9.2  %
Net loss attributable to non-controlling interest —  —  %
Net income attributable to Xylem $ 169  $ 153  10.5  %
NM - Not meaningful change
Revenue
Revenue generated during the three months ended March 31, 2025 and 2024 was $2,069 million and $2,033 million, respectively, reflecting an increase of $36 million, or 1.8%, compared to the prior year. Revenue growth contributed by acquisitions and divestitures, net, was $5 million for the three months ended March 31, 2025. Organic revenue increased $67 million, or 3.3% for the three months ended March 31, 2025. Foreign currency translation had an unfavorable impact on revenue of $26 million for the three months ended March 31, 2025. The increase in organic revenue reflects strong organic growth in the U.S. and Canada, driven by increased volume and partially offset by organic declines in western Europe and the emerging markets for the three months ended March 31, 2025.
The following table illustrates the impact from organic growth, recent acquisitions and divestitures, and foreign currency translation in relation to revenue during the three months ended March 31, 2025:
  Water Infrastructure Applied Water Measurement and Control Solutions Water Solutions and Services Total Xylem
(in millions) $ Change % Change $ Change % Change $ Change % Change $ Change % Change $ Change % Change
2024 Revenue $ 574  $ 436  $ 462  $ 561  $ 2,033 
Organic Growth 28  4.9  % 1.1  % 27  5.8  % 1.2  % 67  3.3  %
Acquisitions/(Divestitures) (10) (1.7) % —  —  % 1.1  % —  —  % (5) (0.2) %
Constant Currency 18  3.1  % 1.1  % 32  6.9  % 1.2  % 62  3.0  %
Foreign currency translation (a) (11) (1.9) % (6) (1.4) % (4) (0.9) % (5) (0.9) % (26) (1.3) %
Total change in revenue 1.2  % (1) (0.2) % 28  6.1  % 0.4  % 36  1.8  %
2025 Revenue $ 581  $ 435  $ 490  $ 563  $ 2,069 
(a)Foreign currency translation impact for the year due to the weakening in value of various currencies against the U.S. Dollar, the largest being the Euro, Canadian Dollar, Mexican Peso, Australian Dollar and the Hungarian Forint.
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Water Infrastructure
Water Infrastructure revenue increased $7 million, or 1.2%, for the first quarter of 2025 as compared to the prior year. Revenue growth for the quarter included organic revenue growth of $28 million, or 4.9% partially offset by $11 million of unfavorable impacts from foreign currency translation and loss of $10 million of revenue from divestitures. The transport application contributed $16 million of organic revenue growth, led by increased project revenue and strong backlog execution in western Europe and the emerging markets. Organic growth for the treatment applications was $12 million, led by strong backlog execution in the emerging markets and the U.S., partially offset by a decline in western Europe.
Applied Water
Applied Water revenue decreased $1 million, or 0.2%, for the first quarter of 2025 as compared to the prior year. Revenue was negatively impacted by $6 million of foreign currency translation, partially offset by organic growth of $5 million, or 1.1%. Organic growth was driven by growth in the building solutions applications of $10 million, led by price in the U.S., offset by organic declines in the industrial applications of $5 million due to lapping of project deliveries in the U.S.
Measurement and Control Solutions
Measurement and Control Solutions revenue increased $28 million, or 6.1%, for the first quarter of 2025 as compared to the prior year. The revenue increase was primarily driven by organic growth of $27 million, or 5.8%, with an additional increase from acquisitions of $5 million, mostly offset $4 million of unfavorable foreign currency translation. Organic revenue growth during the quarter was driven by $25 million in the smart metering and other applications, due primarily to increased energy demand in the U.S, partially offset by organic declines in water due to lower demand in the U.S. and backlog execution and timing of capital projects in western Europe and the emerging markets. The analytics application was up $2 million organically, driven by increased demand in the U.S.
Water Solutions and Services
Water Solutions and Services revenue increased $2 million, or 0.4%, for the first quarter of 2025 as compared to the prior year. The revenue growth was primarily driven by organic revenue growth of $7 million, or 1.2%, partially offset by $5 million of unfavorable impacts from foreign currency translation. Organic revenue growth was led by service growth of $8 million, primarily due to increased volume in the emerging markets. Organic revenue from the capital and other applications decreased by $1 million due to lapping of capital project revenue in the emerging markets, which was partially offset by increased capital project revenue in the U.S.
Orders / Backlog
Orders
An order represents a legally enforceable, written document that includes the scope of work or services to be performed or equipment to be supplied to a customer, the corresponding price and the expected delivery date for the applicable products or services to be provided. An order often takes the form of a customer purchase order or a signed quote from a Xylem business.
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The following tables illustrate the impact from organic decline/growth, recent acquisitions and divestitures, and foreign currency translation in relation to orders during the three months ended March 31, 2025:
Water Infrastructure Applied Water Measurement and Control Solutions Water Solutions and Services Total Xylem
(in millions) $ Change % Change $ Change % Change $ Change % Change $ Change % Change $ Change % Change
2024 Orders $ 646  $ 480  $ 429  $ 691  $ 2,246 
Organic Impact 0.9  % 12  2.5  % (33) (7.7) % (38) (5.5) % (53) (2.4) %
Acquisitions/(Divestitures) (14) (2.2) % —  —  % 2.1  % —  —  % (5) (0.2) %
Constant Currency (8) (1.2) % 12  2.5  % (24) (5.6) % (38) (5.5) % (58) (2.6) %
Foreign currency translation (a) (12) (1.9) % (6) (1.3) % (3) (0.8) % (9) (1.4) % (30) (1.3) %
Total change in orders (20) (3.1) % 1.3  % (27) (6.3) % (47) (6.8) % (88) (3.9) %
2025 Orders $ 626  $ 486  $ 402  $ 644  $ 2,158 
(a)Foreign currency translation impact for the year due to the weakening in value of various currencies against the U.S. Dollar, the largest being the Euro, Canadian Dollar, Mexican Peso, Australian Dollar and the Hungarian Forint.
Backlog
Backlog includes orders on hand as well as contractual customer agreements at the end of the period. Delivery schedules vary from customer to customer based on their requirements. Annual or multi-year contracts are subject to rescheduling and cancellation by customers due to the long-term nature of the contracts. As such, beginning total backlog, plus orders, minus revenues, will not equal ending total backlog due to contract adjustments, foreign currency fluctuations, and other factors. Typically, capital projects require longer lead production cycles and deployment schedules and delays occur from time to time. Total backlog was $5,095 million at March 31, 2025, a decrease of $177 million or 3.4%, as compared to March 31, 2024 backlog of $5,272 million. The decrease in backlog was driven by increased revenue outpacing order intake and contract wins in the current period, as well as unfavorable impacts from foreign currency translation. Backlog decreased in the Measurement and Control Solutions segment due to strong backlog execution and improved lead times, partially offset by backlog growth in the Water Solutions and Services, Water Infrastructure, and Applied Water segments primarily due to order growth. Backlog increased $25 million or 0.5%, as compared to December 31, 2024 backlog of $5,070 million. We anticipate that approximately 50% of the backlog as of March 31, 2025 will be recognized as revenue in the remainder of 2025. There were no significant order cancellations during the quarter.
Gross Margin
Gross margin as a percentage of revenue increased 10 basis points to 37.1% for the three months ended March 31, 2025, as compared to 37.0% for the three months ended March 31, 2024. The gross margin increase of 10 basis points was driven by favorable impacts of 350 basis points, driven almost entirely by 240 basis points of productivity savings and 100 basis points of price realization. These increases in gross margin were offset by 340 basis points of unfavorable operational impacts driven by 170 basis points of inflation and 110 basis points of unfavorable mix.
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Operating Expenses
The following table presents operating expenses for the three months ended March 31, 2025 and 2024:
Three Months Ended
  March 31,
(in millions) 2025 2024 Change
Selling, general and administrative expenses $ 460  $ 474  (3.0) %
SG&A as a % of revenue 22.2  % 23.3  % (110) bp 
Research and development expenses 56  59  (5.1)
R&D as a % of revenue 2.7  % 2.9  % (20) bp 
Restructuring and asset impairment charges 21  10  110.0  %
Operating expenses $ 537  $ 543  (1.1)
Expense to revenue ratio 26.0  % 26.7  % (70) bp 
Selling, General and Administrative ("SG&A") Expenses
SG&A expenses decreased by $14 million to $460 million, or 22.2% of revenue, in the first quarter of 2025, as compared to $474 million, or 23.3% of revenue, in the comparable 2024 period. The decrease in SG&A in the first quarter of 2025 as compared to the prior year primarily consisted of $27 million of productivity savings, $6 million lower special charges and $6 million of favorable foreign currency exchange, partially offset by increased expense due to inflation of $13 million and $5 million of acquired intangible amortization.
Research and Development ("R&D") Expenses
R&D expense was $56 million, or 2.7% of revenue, in the first quarter of 2025, as compared to $59 million, or 2.9% of revenue in the first quarter of 2024. There was no significant change in R&D expense year over year.
Restructuring and Asset Impairment Charges
Restructuring
During the three months ended March 31, 2025 and 2024, we incurred restructuring charges of $17 million and $9 million, respectively. For the three months ended March 31, 2025, the incurred charges primarily related to actions taken to further streamline our organization through simplification efforts in order to strengthen our competitive positioning and ability to better serve our customers.
Actions commenced in 2025 and 2024 consist primarily of severance charges. We currently expect to incur between $60 and $70 million in restructuring costs for the full year related to these actions.
Refer to Note 5, "Restructuring and Asset Impairment Charges" for more information.
The following is a roll-forward for the three months ended March 31, 2025 and 2024 of employee position eliminations associated with restructuring activities:
2025 2024
Planned reductions - January 1 382  113 
Additional planned reductions 274  96 
Actual reductions and reversals (352) (48)
Planned reductions - March 31 304  161 
Asset Impairment
Refer to Note 9, "Goodwill and Other Intangible Assets" for more information on intangible asset impairment charges incurred during the three months ended March 31, 2025.

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Operating Income, Net Income, and Adjusted EBITDA
Operating income was $231 million (operating margin of 11.2%) during the first quarter of 2025, an increase of $22 million, or 10.5%, when compared to operating income of $209 million (operating margin of 10.3%) during the prior year. Operating margin increased 90 basis points. Increased operating margin was partially offset by unfavorable impacts of 30 basis points from increases in restructuring and realignment costs and acquired intangible amortization, partially offset by decreased special charges compared to the prior year. Additionally, operating margin expansion included 540 basis points of favorable operational impacts consisting of 400 basis points of productivity savings and 140 basis points of price realization. These favorable impacts were partially offset by 410 basis points of unfavorable operational impacts, driven by 240 basis points of inflation and 110 basis points of unfavorable mix. Excluding acquired intangible asset amortization, restructuring and realignment costs, and special charges, adjusted operating income was $325 million (adjusted operating margin of 15.7%) for the first quarter of 2025 as compared to adjusted operating income of $294 million (adjusted operating margin of 14.5%) during the comparable quarter in the prior year.
Net income attributable to Xylem for the first quarter was $169 million (net income margin of 8.2%), an increase of $16 million as compared to net income attributable to Xylem in the prior year of $153 million (net income margin of 7.5%). The increase in net income attributable to Xylem was driven by increased operating income of $22 million, decreased interest expense of $6 million, and the net loss attributable to non-controlling interest of $2 million, partially offset by increased income tax expense of $7 million, decreased non-operating income of $2 million and increased loss from sale of businesses of $5 million.
Adjusted EBITDA was $423 million (adjusted EBITDA margin of 20.4%) during the first quarter of 2025, an increase of $32 million, or 8.2%, when compared to adjusted EBITDA of $391 million (adjusted EBITDA margin of 19.2%) during the comparable quarter in the prior year, an increase to adjusted EBITDA margin of 120 basis points. The increase to adjusted EBITDA margin was primarily driven by the same offsetting factors impacting the adjusted operating margin increase.
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The table below provides a reconciliation of the total and each segment's operating income to adjusted operating income, and a calculation of the corresponding adjusted operating margin:
Three Months Ended
  March 31,
(in millions) 2025 2024 Change
Water Infrastructure
Operating income $ 80  $ 60  33.3  %
Operating margin 13.8  % 10.5  % 330  bp
Restructuring and realignment costs 15  114.3  %
Purchase accounting intangible amortization 10  19  (47.4) %
Special charges — 
%
Adjusted operating income $ 107  $ 88  21.6  %
Adjusted operating margin 18.4  % 15.3  % 310  bp
Applied Water
Operating income $ 72  $ 61  18.0  %
Operating margin 16.6  % 14.0  % 260  bp
Restructuring and realignment costs 150.0  %
Adjusted operating income $ 77  $ 63  22.2  %
Adjusted operating margin 17.7  % 14.4  % 330  bp 
Measurement and Control Solutions
Operating income $ 56  $ 70  (20.0) %
Operating margin 11.4  % 15.2  % (380) bp
Restructuring and realignment costs 50.0  %
Purchase accounting intangible amortization 19  14  35.7  %
Special charges —  NM
Adjusted operating income $ 82  $ 86  (4.7) %
Adjusted operating margin 16.7  % 18.6  % (190) bp
Water Solutions and Services
Operating income $ 44  $ 50  (12.0) %
Operating margin 7.8  % 8.9  % (110) bp
Restructuring and realignment costs 33.3  %
Purchase accounting intangible amortization 26  21  23.8  %
Special charges (55.6) %
Adjusted operating income $ 78  $ 83  (6.0) %
Adjusted operating margin 13.9  % 14.8  % (90) bp
Corporate and other
Operating loss $ (21) $ (32) (34.4) %
Restructuring and realignment costs —  NM
Special charges (60.0) %
Adjusted operating loss $ (19) $ (26) (26.9) %
Total Xylem
Operating income $ 231  $ 209  10.5  %
Operating margin 11.2  % 10.3  % 90  bp 
Restructuring and realignment costs 27  15  80.0  %
Purchase accounting intangible amortization 55  54  1.9  %
Special charges 12  16  (25.0) %
Adjusted operating income $ 325  $ 294  10.5  %
Adjusted operating margin 15.7  % 14.5  % 120  bp 
NM - Not meaningful percentage change The table below provides a reconciliation of net income to consolidated EBITDA and adjusted EBITDA:
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(in millions) March 31
2025 2024 Change
Net Income attributable to Xylem $ 169  $ 153  10  %
Net Income margin 8.2  % 7.5  % 70  bp
Depreciation 68  61  11  %
Amortization 77  73  %
Interest expense, net —  (100) %
Income tax expense 50  43  16  %
EBITDA $ 364  $ 337  %
Share-based compensation 12  18  (33) %
Restructuring & realignment 27  15  80  %
Special charges 12  16  (25) %
Loss on sale of businesses 10  100  %
Loss attributable to non-controlling interest (2) —  NM
Adjusted EBITDA $ 423  $ 391  %
Adjusted EBITDA margin 20.4  % 19.2  % 120  bp

The tables below provide a reconciliation of each segment's operating income (loss) to EBITDA and adjusted EBITDA:
Three Months Ended
March 31, 2025
(in millions) Water Infrastructure Applied Water Systems Measurement and Control Solutions Water Solutions and Services
Operating Income $ 80  $ 72  $ 56  $ 44 
Operating margin 13.8  % 16.6  % 11.4  % 7.8  %
Loss on sale of businesses (10) —  —  — 
Depreciation 10  41 
Amortization 13  32  27 
Other non-operating income (expense), excluding interest (2) (1) —  — 
EBITDA $ 91  $ 79  $ 95  $ 112 
Share-based compensation
Restructuring & realignment 15 
Special charges — 
Loss on sale of businesses 10  —  —  — 
Adjusted EBITDA $ 120  $ 85  $ 103  $ 122 
Adjusted EBITDA margin 20.7  % 19.5  % 21.0  % 21.7  %
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Three Months Ended
March 31, 2024
(in millions) Water Infrastructure   Applied Water Systems   Measurement and Control Solutions Water Solutions and Services
Operating Income $ 60  $ 61  $ 70  $ 50 
Operating margin 10.5  % 14.0  % 15.2  % 8.9  %
Loss from sale of business —  —  —  (5)
Depreciation 10  38 
Amortization 21  27  22 
Other non-operating income (expense), excluding interest (1) —  (1) — 
EBITDA $ 90  $ 68  $ 102  $ 105 
Share-based compensation
Restructuring & realignment
Special Charges —  — 
Loss from sale of business —  —  — 
Adjusted EBITDA $ 102  $ 72  $ 105  $ 125 
Adjusted EBITDA margin 17.8  % 16.5  % 22.7  % 22.3  %
Three Months Ended
2025 versus 2024
(in millions) Water Infrastructure   Applied Water Systems   Measurement and Control Solutions Water Solutions and Services
Operating Income (Loss) $ 20  $ 11  $ (14) $ (6)
Operating margin 330 bps 260 bps (380) bps (110) bps
Loss on sale of businesses (10) —  — 
Depreciation — 
Amortization (8) — 
Other non-operating income (expense), excluding interest (1) (1) — 
EBITDA $ $ 11  $ (7) $
Share-based compensation (1) (1) —  (1)
Restructuring & realignment
Special charges —  —  (5)
Loss on sale of businesses 10  —  —  (5)
Adjusted EBITDA $ 18  $ 13  $ (2) $ (3)
Adjusted EBITDA margin 290 bps 300 bps (170) bps (60) bps
46

Water Infrastructure
Operating income for our Water Infrastructure segment was $80 million (operating margin of 13.8%) during the first quarter of 2025, an increase of $20 million, or 33.3%, when compared to operating income of $60 million (operating margin of 10.5%) during the prior year, or a total increase in operating margin of 330 basis points. Operating margin expansion included favorable impacts of 20 basis points from decreases in acquired intangible asset amortization, largely offset by increased restructuring and realignment costs as compared to the prior year. Additionally, operating margin expansion included 760 basis points from favorable operating impacts driven by 500 basis points of productivity savings and 150 basis points of price realization. Margin expansion was partially offset by 450 basis points of unfavorable operational impacts, driven by 290 basis points of inflation and 100 basis points of unfavorable mix. Excluding amortization of acquired intangibles, restructuring and realignment costs and special charges, adjusted operating income was $107 million (adjusted operating margin of 18.4%) for the first quarter of 2025 as compared to adjusted operating income of $88 million (adjusted operating margin of 15.3%) for the first quarter of 2024.
Adjusted EBITDA was $120 million (adjusted EBITDA margin of 20.7%) for the first quarter of 2025, an increase of $18 million, or 17.6%, when compared to adjusted EBITDA of $102 million (adjusted EBITDA margin of 17.8%) during the prior year. Adjusted EBITDA margin increased 290 basis points, primarily driven by the same factors impacting the increase in adjusted operating margin.
Applied Water
Operating income for our Applied Water segment was $72 million (operating margin of 16.6%) during the first quarter of 2025, an increase of $11 million, or 18.0%, when compared to operating income of $61 million (operating margin of 14.0%) during the prior year, or a total increase in operating margin of 260 basis points. Operating margin expansion was partially offset by unfavorable impacts of 70 basis points from increases in restructuring and realignment costs as compared to the prior year. Operating margin expansion included 830 basis points of favorable operational impacts, driven by 570 basis points of productivity savings, 130 basis points of price realization, and 100 basis points of favorable mix. Operating margin expansion was offset by 500 basis points of unfavorable operational impacts driven primarily by 330 basis points of inflation and 70 basis points of increased spending on strategic investments. Excluding restructuring and realignment costs, adjusted operating income was $77 million (adjusted operating margin of 17.7%) for the first quarter of 2025 as compared to adjusted operating income of $63 million (adjusted operating margin of 14.4%) for the first quarter of 2024.
Adjusted EBITDA was $85 million (adjusted EBITDA margin of 19.5%) for the first quarter of 2025, an increase of $13 million, or 18.1%, when compared to adjusted EBITDA of $72 million (adjusted EBITDA margin of 16.5%) during the prior year. The increase in adjusted EBITDA margin was primarily due to the same factors impacting the increase in adjusted operating margin.
Measurement and Control Solutions
Operating income for our Measurement and Control Solutions segment was $56 million (operating margin of 11.4%) during the first quarter of 2025, a decrease of $14 million, or 20.0%, when compared to operating income of $70 million (operating margin of 15.2%) during the prior year, or a total decrease in operating margin of 380 basis points. The operating margin decline included unfavorable impacts of 190 basis points from an increase in acquired intangible asset amortization, special charges, and restructuring and realignment costs as compared to the prior year. Additionally, operating margin declines included 680 basis points of unfavorable operational impacts, primarily consisting of 320 basis points of unfavorable mix, 160 basis points of inflation, and 70 basis points of negative operating impact from acquisitions. The decline in margin was partially offset by positive operational impacts of 490 basis points consisting of 330 basis points of productivity savings, 110 basis points of price realization, and 50 basis points of increased volume. Excluding acquired intangible asset amortization, restructuring and realignment costs and special charges, adjusted operating income was $82 million (adjusted operating margin of 16.7%) for the first quarter of 2025 as compared to adjusted operating income of $86 million (adjusted operating margin of 18.6%) for the first quarter of 2024.
Adjusted EBITDA was $103 million (adjusted EBITDA margin of 21.0%) for the first quarter of 2025, a decrease of $2 million, or 1.9%, when compared to adjusted EBITDA of $105 million (adjusted EBITDA margin of 22.7%) during the prior year. The decrease in adjusted EBITDA margin was due to the same factors as those impacting the decrease in adjusted operating margin.
47

Water Solutions and Services
Operating income for our Water Solutions and Services segment was $44 million (operating margin of 7.8%) during the first quarter of 2025, a decrease of $6 million, or 12.0%, when compared to operating income of $50 million (operating margin of 8.9%) during the prior year, or a total decrease in operating margin of 110 bps. The operating margin decline included unfavorable impacts of 20 basis points from increased acquired intangible asset amortization and restructuring and realignment costs, partially offset by decreased special charges as compared to the prior year. Additionally, operating margin declines included 510 basis points of unfavorable operational impacts, including 170 basis points of inflation, 80 basis points of unfavorable mix, 50 basis points of decreased volume, 50 basis points increased spending on strategic investments, and 40 basis points of increased inventory management costs. Margin declines were offset by favorable operational impacts of 420 basis points driven by driven by 220 basis points of productivity savings and 160 basis points of price realization. Excluding acquired intangible asset amortization, restructuring and realignment costs, and special charges, adjusted operating income was $78 million (adjusted operating margin of 13.9%) for the first quarter of 2025 as compared to adjusted operating income of $83 million (adjusted operating margin of 14.8%) for the first quarter of 2024.
Adjusted EBITDA was $122 million (adjusted EBITDA margin of 21.7%) for the first quarter of 2025, a decrease of $3 million, or 2.4%, when compared to adjusted EBITDA of $125 million (adjusted EBITDA margin of 22.3%) during the prior year. The decrease in adjusted EBITDA margin was primarily due to the same factors as those impacting the decrease in adjusted operating margin.
Corporate and Other
Operating loss for corporate and other decreased $11 million, or 34%, during the first quarter of 2025 compared to the prior year period. The decrease in operating loss was primarily due to decreased special charges and restructuring and realignment costs, as compared to the prior year. Excluding special charges and restructuring and realignment costs, adjusted operating loss for corporate and other decreased $7 million, or 26.9%, for the three months ended March 31, 2025 due to a decrease in prior year employee related expenses that were non-recurring.
Interest Expense
Interest expense was $8 million for the three months ended March 31, 2025, compared to $14 million for the comparable prior year period. The decrease in interest expense was primarily driven by lower debt due to the repayment of the term loan entered into in May 2023 for use in funding the acquisition of Evoqua, which was repaid on April 19, 2024, as well as increased interest income generated on cross currency swaps offsetting interest expense, and a reduction of interest on commercial paper.
See Note 10, “Derivative Financial Instruments” and Note 12, "Credit Facilities and Debt," of our condensed consolidated financial statements for a description of our net investment hedges and credit facilities and long-term debt, respectively.
Income Tax Expense
The income tax provision for the three months ended March 31, 2025 was $50 million resulting in an effective tax rate of 23.1%, compared to $43 million of expense resulting in an effective tax rate of 21.8% for the same period in 2024. The effective tax rate for the three month period ended March 31, 2025 was higher than the effective tax rate for the same period in 2024, primarily due to the mix of earnings and the impact of discrete tax benefits recognized in the prior period.
48

Liquidity and Capital Resources
The following table summarizes our sources and (uses) of cash:
Three Months Ended
  March 31,
(in millions) 2025 2024 Change
Operating activities $ 33  $ 89  $ (56)
Investing activities (15) (51) 36 
Financing activities (116) (82) (34)
Foreign exchange (a) 25  (28) 53 
Changes in cash classified within assets held for sale 11  —  11 
Total $ (62) $ (72) $ 10 
(a)The impact is primarily due to strengthening of the Euro, Canadian Dollar, Chilean Peso and various other currencies against the U.S. Dollar.
Sources and Uses of Liquidity
Operating Activities
Cash generated by operating activities was $33 million for the three months ended March 31, 2025 as compared to cash generated by operating activities of $89 million in the comparable prior year period. The decrease in cash provided was primarily driven by increased use of cash for accounts payable, including payments for strategic initiatives, higher accounts receivable balances reflecting increased volume and timing of customer payments, and increased investment in other assets reflecting progress on large projects. Increased cash earnings and reduced inventory levels, reflecting inventory management initiatives, partially offset these items.
Investing Activities
Cash used in investing activities was $15 million for the three months ended March 31, 2025 as compared to $51 million used in the comparable prior year period. The decrease in cash used primarily reflects cash received from proceeds from the sale of the former Evoqua Magneto business, partially offset by cash paid for an acquisition in the current year.
Financing Activities
Cash used in financing activities was $116 million for the three months ended March 31, 2025 as compared to cash used of $82 million in the comparable prior year period. The increase in cash used reflects lower proceeds from employee stock options and higher dividend payments.
Funding and Liquidity Strategy
Our ability to fund our capital needs depends on our ongoing ability to generate cash from operations and access to bank financing and the capital markets. We continually evaluate aspects of our spending, including capital expenditures, strategic investments and dividends.
If our cash flows from operations are less than we expect, we may need to incur debt or issue equity. From time to time, we may need to access the long-term and short-term capital markets to obtain financing. Our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including: (i) our credit ratings or absence of a credit rating, (ii) the liquidity of the overall capital markets, and (iii) the current state of the economy. There can be no assurance that such financing will be available to us on acceptable terms or that such financing will be available at all. Our securities are rated investment grade. A significant change in credit rating could impact our ability to borrow at favorable rates. Refer to Note 12, "Credit Facilities and Debt", of our condensed consolidated financial statements for a description of limitations on obtaining additional funding.
We monitor our global funding requirements and seek to meet our liquidity needs on a cost-effective basis. In addition, our existing committed credit facilities and access to the public debt markets would provide further liquidity if required.
49

Based on our current global cash positions, cash flows from operations and access to the capital markets, we believe there is sufficient liquidity to meet our funding requirements and service debt and other obligations in both the U.S. and outside of the U.S. during the year. Currently, we have available liquidity of approximately $2.1 billion, consisting of $1.1 billion of cash and $1 billion of available credit facilities as disclosed in Note 12, "Credit Facilities and Debt", of our condensed consolidated financial statements.
Credit Facilities & Long-Term Contractual Commitments
See Note 12, "Credit Facilities and Debt," of our condensed consolidated financial statements for a description of our credit facilities and long-term debt.
Non-U.S. Operations
As we continue to grow our operations outside of the U.S., we expect to continue to generate significant revenue from non-U.S. operations and expect that a substantial portion of our cash will be held by our foreign subsidiaries. We expect to manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We may transfer cash from certain international subsidiaries to the U.S. and other international subsidiaries when we believe it is cost-effective to do so. We continually review our domestic and foreign cash profile, expected future cash generation and investment opportunities, and reassess whether there is a need to repatriate funds held internationally to support our U.S. operations.
Critical Accounting Estimates
Our discussion and analysis of our results of operations and capital resources are based on our condensed consolidated financial statements, which have been prepared in conformity with GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. We believe the most complex and sensitive judgments, because of their significance to the condensed consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2024 Annual Report describes the critical accounting estimates used in preparation of the condensed consolidated financial statements. Actual results in these areas could differ from management’s estimates. There have been no significant changes in the information concerning our critical accounting estimates as stated in our 2024 Annual Report.
2025 Outlook
We are maintaining our total revenue growth outlook at 1% to 2%, and organic revenue growth at 3% to 4% in 2025. Our outlook is being provided in the context of the current volatility, including due to geopolitical, trade, macroeconomic and regulatory uncertainty and is consistent with the outlook provided in our 2024 Annual Report. Our ability to meet our expectations is subject to a number of risks, including, but not limited to, those described in "Item 1A. Risk Factors" in our 2024 Annual Report.

ITEM 3.             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the information concerning market risk as stated in our 2024 Annual Report.

 
50

ITEM 4.             CONTROLS AND PROCEDURES
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the 1934 Act) during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


51

PART II

ITEM 1.             LEGAL PROCEEDINGS
From time to time, we are involved in legal and regulatory proceedings that are incidental to the operation of our businesses (or the business operations of previously owned entities). These proceedings may seek remedies relating to matters including environmental, tax, intellectual property, acquisitions or divestitures, product liability, property damage, personal injury, privacy, employment, labor and pension, government investigations or contract issues and commercial or contractual disputes.
See Note 18, "Commitments and Contingencies," to the condensed consolidated financial statements for further information and any updates.
ITEM 1A.           RISK FACTORS
There have been no material changes from the risk factors previously disclosed in "Item 1A. Risk Factors" of our 2024 Annual Report.
ITEM 2.             UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table presents information with respect to purchases of the Company's common stock by the Company during the three months ended March 31, 2025:
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
PERIOD
TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID PER SHARE (a) TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS (b) APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (b)
1/1/25 - 1/31/25 $182
2/1/25 - 2/28/25 $182
3/1/25 - 3/31/25 $182
This table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee stock options or shares tendered to satisfy tax withholding obligations in connection with employee equity awards.
(a)Average price paid per share is calculated on a settlement basis.
(b)On August 24, 2015, our Board of Directors authorized the repurchase of up to $500 million in shares with no expiration date. The program's objective is to deploy our capital in a manner that benefits our stockholders and maintains our focus on growth. There were no shares repurchased under this program for the three months ended March 31, 2025. There are up to $182 million in shares that may still be purchased under this plan as of March 31, 2025.

ITEM 3.             DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.             MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.             OTHER INFORMATION
(c) Trading Plans
During the quarter ended March 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

ITEM 6.             EXHIBITS
See the Exhibit Index for a list of exhibits filed as part of this report and incorporated herein by reference.
52

XYLEM INC.
EXHIBIT INDEX
Exhibit
Number
Description Location
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 May 15, 2017 (CIK No. 1524472, File No. 1-35229).
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 November 15, 2022 (CIK No. 1524472, File No. 1-35229).
# Letter Agreement between Xylem Inc. and Meredith Emmerich Filed herewith.
# Letter Agreement between Xylem Inc. and Rodney Aulick Filed herewith.
# Form of 2011 Omnibus Incentive Plan Non-Qualified Stock Option Grant Agreement (2025). Filed herewith.
# Form of 2011 Omnibus Incentive Plan Non-Qualified Stock Option Grant Agreement for Senior Leadership Team (2025). Filed herewith.
# Form of 2011 Omnibus Incentive Plan Performance Share Unit Grant Agreement (2025). Filed herewith.
# Form of 2011 Omnibus Incentive Plan Performance Share Unit Grant Agreement for Senior Leadership Team (2025). Filed herewith.
# Form of 2011 Omnibus Incentive Plan Restricted Stock Unit Grant Agreement (2025). Filed herewith.
# Form of 2011 Omnibus Incentive Plan Restricted Stock Unit Grant Agreement for Senior Leadership Team (2025). Filed herewith.
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.
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.
Certification Pursuant to 18 U.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.
53

Exhibit
Number
Description Location
101.0 The following materials from Xylem Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) Condensed Consolidated Income Statements, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements
The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

104.0 The cover page from Xylem Inc.'s Quarterly Report on Form 10-Q for the period ended March 31, 2025 formatted in Inline XBRL and contained in Exhibit 101.0.
# Management contract or compensatory plan or arrangement
54

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 thereunto duly authorized.
 
  XYLEM INC.
  (Registrant)
 
/s/ Geri-Michelle McShane
  Geri-Michelle McShane
  Vice President, Controller and Chief Accounting Officer
 
April 29, 2025
55
EX-10.1 2 exhibit101-letteragreement.htm EX-10.1 Document
Exhibit 10.1
image_0.jpgimage_1.jpg


October 2, 2024                                    

Meredith Emmerich
[Address on file]

Dear Meredith,

We are pleased to present you with this offer of employment with Xylem for the position of SVP & President, Applied Water, reporting directly to Matthew Pine, Xylem’s President & Chief Executive Officer. This position is based in Charlotte, NC. This offer is contingent upon the Board of Directors’ appointment of you as SVP & President, Applied Water which we expect to occur on or about October 8, 2024 for an effective date of October 21, 2024. Your start date as a Xylem employee will be on October 21, 2024, subject to Board appointment.

Base Salary: You will be compensated on a bi-weekly basis in the amount of $17,884.62, which is equivalent to $465,000 annually. Annual merit increases are normally scheduled for March of each year and are at the discretion of the Leadership Development and Compensation Committee (LDCC) of Xylem’s Board of Directors. You will be able to participate in the merit increase program beginning in 2026, where any merit increases are typically effective and paid out beginning in March.

Annual Incentive Plan: You will be eligible for participation in the Xylem Senior Leadership Team Annual Incentive Plan (AIP) beginning in 2025 according to the approved parameters of the plan and provided targets are met and certified by the LDCC. Your bonus target is 70% of base salary. Approved AIP awards are typically paid in March for performance in the previous calendar year.

Make-Whole Cash Bonus: To help offset the compensation impact resulting from your transition, you will receive a one-time Make-Whole cash bonus in the amount of $1,050,000 payable within the first 30 days of your start date. The sign-on bonus is taxable, and all applicable taxes will be withheld. By signing this Offer Letter, you agree to reimburse Xylem the full amount of the sign-on bonus ($1,050,000 less applicable taxes) should you leave voluntarily within your first year of employment.

Annual Long-Term Incentive Plan: You will be eligible to participate in the Xylem Long-Term Incentive Plan (LTIP) and will have an annual target award of $550,000 to be provided as 50% Performance Share Units (PSUs), 25% Restricted Stock Units (RSUs) and 25% Stock Options, which will be subject to the terms and conditions of the applicable grant agreements.  RSUs and Stock Options vest one-third on the first, second and third anniversary of the grant date. The PSUs vest 100% after three years and are payable based on the Company’s performance against targets set by the LDCC.  Subsequent annual grants may vary due to management discretion with regard to individual performance and market competitiveness and are subject to approval by the LDCC. Your first full annual LTIP award will be made effective on or about March 1, 2025.

Make-Whole LTIP Award: You will also be eligible for a one-time make-whole LTIP award of $1,800,000 in recognition of cash and equity awards you have forfeited upon accepting Xylem’s offer of employment. This award will be granted on or about your start date (subject to the Company’s Equity Grants Blackout Calendar) as follows: i) $1,300,000 will be provided in Stock Options that will vest one-third on the first, second and third anniversary of the grant date, subject to the terms and conditions of the grant agreement; and ii) $500,000 will be provided in RSUs to be granted on or about your start date and will vest 50% on the first and second anniversary of the grant date, subject to the terms and conditions of the grant agreement.
1




Special termination consideration for the Make-Whole LTIP Award: For involuntary termination due to reduction in force or reorganization (excluding for cause and poor performance), any unvested and forfeited portions of the Make-Whole LTIP Award will be provided in cash equivalent and payable one week after the last day of employment (“Termination Date”), subject to your execution of Xylem’s standard separation agreement. Cash equivalent will be calculated based on the fair value as of Termination Date using the closing price of Xylem common stock on that date.
Relocation: We will provide relocation benefits to you (and your family) to the Charlotte, NC area as per the terms of the Xylem U.S. Domestic Relocation Policy. This offer of relocation assistance is contingent upon your relocation being completed no later than Oct 21, 2025.

Benefit Plans: A complete benefits package will be made available to you and your eligible dependents, which includes immediate enrollment in medical plans and subject to any enrollment waiting periods as defined by certain life insurance coverage plans. A benefits summary is attached for your reference and is consistent with the one that was previously emailed to you as part of the recruiting process. You will be scheduled for a comprehensive benefit orientation during your first week of employment.

Paid Time Off:  Xylem offers Flexible Time Off (FTO) to US exempt employees. With FTO, colleagues can take time off when they choose (including vacation, sick and personal time). This means there is no specific amount of time off provided – instead, colleagues manage reasonable time away from work with their leader, ensuring they meet mutually agreed on needs for themselves and the team. At Xylem, we encourage our people to stay well, refreshed, and renewed while managing their work with excellence.

Holidays: Xylem recognizes twelve paid holidays per calendar year for eligible employees. Some of these are floating holidays, which may be assigned and are pro-rated based upon your start date.

This offer is contingent on the completion of our employment application, which is standard practice for us. We will coordinate this remaining item upon your written acceptance of our offer. We also require presentation of documentation verifying your identity and legal ability to work in the United States (I-9). A form describing the verification requirements and information needed for documentation is enclosed. The information must be provided before your start date.

Additionally, we understand that you have an agreement with a previous employer, which contains a non-competition clause. However, you and we have concluded that this clause does not affect your ability to accept this offer of employment. It is our expectation that any confidential information you may have received over the course of your employment has been returned to your previous employer and is no longer in your possession.

Our employment and compensation with Xylem are "at will" in that they can be terminated with or without cause, and with or without notice, at any time, at the option of either the Company or yourself.  This offer does not constitute a contract of employment or an agreement for a definite or specified period of employment. By accepting this offer, you acknowledge that any amounts payable under our AIP and/or LTIP arrangements are subject to US securities laws and Xylem’s Recoupment of Incentive-Based Compensation Policy 40-05 providing for clawback or recoupment of amounts that were paid to you. The Company will make any determination for clawback or recoupment in accordance with any applicable law or regulation and Policy 40-05.

Enclosed with this offer is our Business Proprietary Information Agreement. Please review this document carefully and return a signed copy with your signed offer letter.

At Xylem, our corporate compass is our Code of Conduct. We are committed to conducting business according to the highest ethical standards, treating all colleagues and stakeholders with respect, creating fair workplaces, and ensuring that our colleagues help us strengthen and protect our reputation as a great employer, business partner and community member. Our Code of Conduct sets the rules that outline the appropriate business conduct and expected behaviors of all our employees. Each employee will take a required training within 3 days of their start date.
2

Exhibit 10.1










Meredith, we are confident you have a great deal to contribute to our organization and look forward to having you join the team. Please acknowledge your acceptance of our offer by signing a copy of this letter and send back to Claudia via email at Claudia.Toussaint@xylem.com no later than October 4, 2024.


Warm regards,

/s/ Matthew Pine        

Matthew Pine
President & Chief Executive Officer

The above offer is accepted subject to the foregoing conditions.
ndidatsign-1]


/s/ Meredith Emmerich


[ca

October 4, 2024ndidate-sign-date-1]
Meredith Emmerich

Date

Cc:    Claudia Toussaint, SVP, Chief People and Sustainability Officer



Other Documents provided by separate email from Claudia Toussaint
•Xylem 2024 Employee Benefits Summary
•Xylem Retirement Savings Plan Quick Reference
•Xylem Supplemental Retirement Savings Plan Quick Reference
•Xylem Stock Ownership Guidelines
•Xylem Clawback Policy
•Xylem Senior Executive Severance Pay Plan
•Xylem Special Senior Executive Severance Pay Plan
•Xylem 2024 Executive Compensation Brochure
•Xylem Deferred Compensation Plan Highlights
•Xylem 2024 Holiday Schedule
•Xylem Stock Option Calculation
•Link to Xylem US Employment Application

3

EX-10.2 3 exhibit102-letteragreement.htm EX-10.2 Document
Exhibit 10.2
image_0a.jpg

image_1a.jpg
May 23, 2023

Rodney Aulick
[Address on file]

Dear Rodney,

We are pleased to present you with this offer for the position of SVP & President, Integrated Services & Solutions, of Xylem, reporting solely and directly to Matthew Pine, Xylem’s Chief Operating Officer. This position is based remotely, with travel as reasonably requested by the Company, including to its Global Headquarters in Washington, DC. This agreement shall be effective upon the closing of the Xylem-Evoqua transaction (“Day 1”), expected to be in May 2023, pursuant to the Agreement and Plan of Merger dated January 22, 2023 (the “Merger Agreement”). You shall be treated as a Band A executive and member of Xylem’s Senior Leadership Team (“SLT”).
Base Salary: You will be compensated on a bi-weekly basis in the amount of $20,192.31, which is equivalent to $525,000 annually. Annual merit increases are normally scheduled for March of each year and are at the discretion of the Leadership Development and Compensation Committee (“LDCC”) of Xylem’s Board of Directors. You will be eligible to participate in the merit increase program beginning in 2024, and such base salary shall not be subject to decrease unless there are special circumstances approved by the LDCC and broadly applicable to SLT.
Incentive Plan: You will be eligible for participation in the Xylem Annual Incentive Plan (AIP) for the Senior Leadership Team beginning in 2024 according to the parameters of the plan to be approved by the LDCC and provided targets are met. Your bonus target remains at 65% of base salary. Approved AIP awards are typically paid in March for performance from the previous calendar year.
For the Evoqua 2023 performance year (Oct 1, 2022 to September 30, 2023), you will continue to participate in the current Evoqua Annual Incentive Plan (AIP) based on the existing Evoqua plan bonus targets, with your bonus target applied to the prior base salary ($461,956) for the performance period prior to Day 1 and to the new base salary ($525,000) starting on Day 1. Approved Evoqua AIP awards will be paid in December 2023, subject to your continued employment through September 30, 2023. A prorated payment will be provided for involuntary termination without Cause, or due to your death or Disability.
For the period of October 1, 2023 – December 31, 2023 (“Stub Period”), you will participate in the Evoqua Stub Period AIP, with a Stub Period bonus target based on 65% of new base salary, and approved awards based on actual performance to be paid in March 2024, subject to your continued employment through December 31, 2023. A prorated payment will be provided for involuntary termination without Cause, or due to your death or Disability.
Annual Long-Term Incentive Plan: You will participate in the Xylem Long-Term Incentive Plan (“LTIP”) and will have an annual target award of $750,000. Your first annual LTIP award will be made effective on March 1, 2024 and be determined on the same basis and have no less favorable terms as for other Xylem senior executives (currently 50% Performance Share Units (“PSUs”), 25% Restricted Stock Units (“RSUs”) and 25% Stock Options). RSUs and Stock Options time-vest, one-third after each year, and the PSUs cliff vest 100% after three years and are payable based on the Company’s performance against financial targets set by the LDCC.
1


Exhibit 10.2
The awards will be subject to the applicable Xylem equity incentive plan (the “Equity Plan”) and relevant award agreements between Xylem and you.

One-time Special Awards: As part of the Xylem-Evoqua transaction, you will receive the following special awards. As a condition to the grant of these awards, you hereby irrevocably waive participation in the Evoqua Water Technologies US Severance Plan, under your Executive Employment Agreement with Evoqua, and any other plan, program or arrangement of Evoqua or, for two years following Day 1, Xylem (including, without limitation, your “Good Reason” termination rights, the Xylem Senior Executive Severance Pay Plan (SESPP), but not the Xylem Special Senior Executive Severance Pay Plan (SSESPP), which you will be permitted to participate in).
•Special RSU Award: You will be provided a one-time RSU award with respect to Xylem common stock with a value of $750,000. as of the grant date, to be granted pursuant to the Equity Plan and an award agreement between Xylem and you. This award will be granted on or about Day 1. Subject to your continued employment, this award will time vest, with 50% vesting on the first anniversary and 50% vesting on the second anniversary of Day 1.
•Special Cash Award: You will be provided a one-time deferred cash award of $750,000. Fifty percent of this award will be paid to you on the first anniversary and 50% will be paid to you on the second anniversary of Day 1, subject to your continued employment through each payment date.
Current Outstanding Evoqua LTIP awards: All outstanding Evoqua LTIP awards will be converted to Xylem LTIP awards on Day 1 pursuant to the terms of the Merger Agreement.
Special termination considerations: In addition to and without limitation on any severance payments and benefits payable to you under this letter and/or the Xylem Special Senior Executive Severance Pay Plan, for involuntary termination without Cause, or due to your death or Disability, or requirement to relocate, in any such case within two years following Day 1, Xylem shall provide you with the following, subject to your execution of Xylem’s standard separation agreement:
•The unvested portion of the one-time RSU Awards will become 100% vested and payable as of your last date of employment (“Termination Date”) and the unpaid portion of your one-time special cash deferred compensation award shall be payable to you on the Termination Date.
•The unvested portion of Xylem LTIP awards that were converted from the Evoqua LTIP awards pursuant to the Merger Agreement will become 100% vested on the Termination Date.
•Continuation of healthcare coverage under Xylem’s COBRA with subsidized premium for one year following your Termination Date (but will cease upon new employment) and six months of outplacement assistance (subject to $15,000 cap).
•Additional cash severance equal to the amount payable under the Xylem SESPP, minus the value of acceleration of the unvested one-time RSU & deferred cash awards (“Offset Value”) based on the following: if the termination date is within the first 18 months, 100% of the unvested special RSU/deferred cash awards will be used as the Offset Value; if the termination date is between months 19 and 24, 50% of the unvested special RSU/deferred cash award will be used as the Offset Value.
Benefit Plans/Payroll: This is no change to your current Evoqua benefit plans in 2023. For 2024, a complete Xylem benefits package will be made available to you and your eligible dependents, which will include enrollment in medical plans and subject to any enrollment waiting periods as defined by certain life insurance coverage plans. You will remain on Evoqua’s payroll through December 31, 2024 and are expected to switch to the Xylem payroll on January 1, 2025. You will be credited with service with Evoqua for purposes of Xylem’s benefits plans, including without limitation years of service under the Xylem Senior Executive Severance Pay Plan.
Paid Time Off: Xylem offers Flexible Time Off (“FTO”) to US exempt employees. With FTO, colleagues can take time off when they choose (including vacation, sick and personal time). This means there is no specific amount of time off provided; instead, colleagues manage reasonable time away from work with their leader, ensuring they meet mutually agreed on needs for themselves and the team.
2


Exhibit 10.2
At Xylem, we encourage our people to stay well, refreshed, and renewed while managing their work with excellence.
Holidays: Xylem recognizes 12 paid holidays (including floating holidays) per calendar year for eligible US employees.
Legal Fees: Xylem shall reimburse you for any costs and expenses (including, without limitation, attorneys’ fees) reasonably incurred by you in disputing any issue arising under this letter on or prior to the second anniversary of Day 1 relating to your termination of employment or in seeking to obtain or enforce any benefit or right provided by this letter, regardless of the outcome of such dispute; provided that (a) you have acted in good faith with respect to any such dispute, (b) you have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred, and (c) such reimbursements or in-kind benefits comply with Section 409A.
Outside Activities: You may serve on any civic, charitable, educational or professional organization or serve on the Board of Directors of for-profit companies (whether public or private) subject to the reasonable approval of Xylem’s CEO and the Board of Directors, as appropriate, including with respect to actual and potential reputational and conflict of interest concerns, in each case so long as any such activities do not violate the terms of any Xylem restrictive covenants agreements or corporate policies and materially interfere with your duties and responsibilities to Xylem as reasonably determined by Xylem’s CEO.
Non-Competition Addendum: In addition to and without limitation on the terms of any Xylem restrictive covenants agreements (including without limitation those set forth in your Xylem Proprietary Business Information & Restrictive Covenants Agreement), you hereby agree that, as a condition of your employment and as consideration for the one-time Special Cash and Special RSU Awards and the special termination considerations described in this offer letter, during the one-year period beginning on Day 1 and ending on the one-year anniversary of the closing of the merger contemplated by the Merger Agreement (the “Non-Compete Period”), you will not, directly or indirectly, manage, operate, join, control, be employed by, or participate in the management, operation or control of (including, without limitation, holding any position as a director, officer, consultant, independent contractor or employee in) any entity that is engaged in the business of treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products and materially competes with the businesses of Xylem as of Day 1. Our employment and compensation with Xylem are "at will" in that they can be terminated with or without cause, and with or without notice, at any time, at the option of either the Company or yourself, subject to the terms hereof. This offer does not constitute a contract of employment or an agreement for a definite or specified period of employment.
For purposes hereof:
•“Cause” means your having engaged in any of the following: (A) commission of an act which constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm to the business, standing or reputation of Xylem or any of its affiliates, (B) gross negligence on your part of in the performance of your duties to Xylem that is materially detrimental to Xylem or any of its affiliates, (C) breach of your duty of loyalty or care to Xylem, (D) other misconduct that is materially detrimental to Xylem or any of its affiliates, or (E) ongoing and deliberate refusal or failure to perform your duties as contemplated hereunder or any other agreement with or for the benefit of Xylem to which you are a party or by which you are bound, which in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the board of directors of Xylem (the “Board”) within 30 days after you receive from Xylem written notice of such failure, provided that for the avoidance of doubt a failure to meet performance expectations shall not in of itself constitute Cause. If Xylem terminates your employment for Cause, Xylem shall provide written notice to you of that fact on or before the termination of employment. However, if, within 60 days following the termination, Xylem first discovers facts that would have established “Cause” for termination, and those facts were not known by Xylem at the time of the termination, then Xylem may provide you with written notice, including the facts establishing that the purported “Cause” was not known at the time of the termination, in which case your termination of employment will be considered a for Cause termination hereunder.
3


Exhibit 10.2
•“Disability” means that you are entitled to and have begun to receive long-term disability benefits under the long-term disability plan of Evoqua or Xylem in which you participate, or, if there is no such plan, your inability, due to physical or mental ill health, to perform the essential functions of your job, with or without a reasonable accommodation, for 180 days out of any 270 day consecutive day period.
Additionally, we understand that you have not entered into a signed agreement with a previous employer (other than Evoqua) that contains a non-competition clause that might affect your ability to accept this offer and your acceptance of this offer constitutes a representation to that effect.
Our employment and compensation with Xylem are "at will" in that they can be terminated with or without cause, and with or without notice, at any time, at the option of either the Company or yourself, subject to the terms hereof. This offer does not constitute a contract of employment or an agreement for a definite or specified period of employment.
Enclosed with this offer is our Proprietary Business Information & Restrictive Covenants Agreement. Please review this document carefully and return a signed copy with your signed offer letter, as it is a required condition of your employment with Xylem.
At Xylem, our corporate compass is our Code of Conduct. We are committed to conducting business according to the highest ethical standards, treating all stakeholders with respect, creating fair workplaces, and ensuring that our co- workers help us strengthen and protect our reputation as a great employer, business partner and community member. Our Code of Conduct sets the rules that outline the appropriate business conduct and expected behaviors of all our employees. Each employee will take a required training within three days of their start date.
This letter represents the entire agreement between you and Xylem regarding your employment following the closing of the transaction. It supersedes any prior written or oral agreements between you and Xylem or Evoqua regarding your terms and conditions of your employment, including your Executive Employment Agreement with Evoqua, which is terminated effective as of the closing of the transaction. This letter may be amended only in a writing signed by you and an authorized officer of Xylem.
Rodney, we are confident you have a great deal to contribute to our organization and look forward very much to working with you. Please acknowledge your acceptance of our offer by signing a copy of this letter and send back to Claudia at Claudia.Toussaint@xylem.com no later than May 24, 2023.


Warm regards,

/s/ Matthew Pine

Matthew Pine
Chief Operating Officer


The above offer is accepted subject to the foregoing conditions.

/s/ Rodney Aulick 5/23/23
Rodney Aulick
Date

Cc:    Claudia Toussaint, SVP, Chief People and Sustainability Officer
4


Exhibit 10.2



Other Documents provided by separate email from Claudia Toussaint
•Xylem Proprietary Business Information & Restrictive Covenants Agreement
•Xylem 2023 Employee Benefits Summary
•Xylem Retirement Savings Plan Quick Reference
•Xylem Supplemental Retirement Savings Plan Quick Reference
•Xylem Stock Ownership Guidelines
•Xylem Senior Executive Severance Pay Plan
•Xylem Special Senior Executive Severance Pay Plan
•Xylem 2023 Executive Compensation Brochure
•Xylem Deferred Compensation Plan Highlights
•Xylem 2023 US Holiday Schedule
•Xylem Separation Agreement Template
5

EX-10.3 4 exhibit103-formof2011omnib.htm EX-10.3 Document

XYLEM
2011 OMNIBUS INCENTIVE PLAN

“[YEAR]” NON-QUALIFIED STOCK OPTION GRANT AGREEMENT

This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Terms used in this Agreement that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
1.Grant of Non-Qualified Stock Options. The Company confirms the grant on ###GRANT_DATE###, (the “Grant Date”) to the Participant of the option to purchase from the Company all or any part of an aggregate of ###TOTAL_AWARDS### Shares (the “Options”), at the purchase price of ###GRANT_PRICE### per Share (the “Exercise Price”).
Nature of the Grant:
(a)The grant of Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted in the past. All decisions with respect to future grants will be at the sole discretion of the Company;
(b)The Participant is voluntarily participating in the Plan;
(c)The Options are not part of normal or expected compensation for any purpose, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, pension or retirement or welfare benefits or similar payments;
(d)Future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(e)No claim or entitlement to compensation or damages will arise from forfeiture of the Options resulting from the termination of the Participant's employment; and
(f)The Company will not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Options or of any amounts due to the Participant on exercise of the Options or on the subsequent sale of any Shares acquired on exercise.
2.Terms and Conditions. The Options are subject to the following additional terms and conditions:
(a)Expiration Date. The Options will expire on ###EXPIRY_DATE###, or, if the Participant’s employment terminates before that date, on the date specified in subsection 2(e) below.
(b)Exercise of Options. The Options cannot be exercised until vested.
(c)Vesting. Options will vest if the Participant has been actively employed by the Company or an Affiliate from the Grant Date through the vesting date. Active employment does not include any potential severance period or an approved leave of absence greater than 6 months.

Subject to subsections 2(a), 2(d), and 2(e), the Options will vest in 3 installments as follows:

###VEST_SCHEDULE_TABLE###


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For China-based Participants, when exercising of the Options is elected post vesting, the Company will provide a cash payment equivalent to the number of Options exercised multiplied by the positive difference between the stock price upon exercise and the Exercise Price.
(d)Effect of Change in Control. In the event of a Change in Control prior to the vesting date, if the acquiring or surviving company in the transaction assumes or continues any then-outstanding Options, then the unvested Options will continue to vest based on the Options’ service-based vesting criteria until the vesting date. If the Participant's active employment with the Company or an Affiliate is terminated by the Company or an Affiliate without Cause or by the Participant (for applicable Participants only) for Good Reason within 2 years of a Change in Control, any unvested and any converted Options will become 100% vested on the termination date. Any vested Options will expire on the earlier of ###EXPIRY_DATE###, or the date 3 months after the Participant's termination of active employment. If the participant is Retirement Eligible as specified in subsection 2(e) below, any vested Options will expire on the earlier of ###EXPIRY_DATE###, or the date 3 years after the Participant’s termination of active employment.
“Cause” means (i) the Participant’s willful and continued failure to substantially perform his, her or their duties with the Company or an Affiliate (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) or (ii) the Participant willfully engaging in conduct that demonstrably and materially injures the Company or its Affiliates, monetarily or otherwise.  “Willful” means the action is done or omitted in bad faith or without reasonable belief that the action or omission was in the best interests of the Company.
“Good Reason” means (i) a reduction in annual target total cash compensation (base salary and target bonus), (ii) the assignment of any duties inconsistent in any material adverse respect with the Participant’s position, authority, duties or responsibilities, (iii) any other action by the Company or an Affiliate which results in a material diminution in such position, authority, duties or responsibilities; or (iv) the Company or an Affiliate requiring the Participant to relocate to a work location 50 miles or more from the location where the Participant was principally working immediately prior to the Change in Control. The Participant must give notice within 90 days of any Good Reason event.
Good Reason only applies to Company or Affiliate employees who are, at the time of termination of employment, covered by the Xylem Special Senior Executive Severance Pay Plan or the Xylem Enhanced Severance Pay Plan and will exclude an isolated, insubstantial and inadvertent action not taken in bad faith that is resolved by the Company or an Affiliate within 30 days of receiving notice.
(e)Effect of Termination of Employment. Options will only vest while the Participant is actively employed by the Company or an Affiliate. If the Participant's active employment with the Company or an Affiliate is terminated for any reason prior to the vesting date, and such termination constitutes a “separation from service” within the meaning of Section 409A of the Code and any related regulations or other effective guidance promulgated thereunder (“Section 409A”), subject to subsection 2(d), the following would apply to any outstanding Options:
(i)Termination due to Death or Disability. Any unvested Options will immediately become 100% vested on the Participant’s termination of employment. Any vested Options will expire on the earlier of ###EXPIRY_DATE###, or the date 3 years after the Participant’s termination of employment.
(ii)Termination due to Retirement or while Retirement Eligible. A prorated portion (as described below) of the unvested Options with a vesting date within 12 months of termination will immediately vest on the Participant’s termination of employment. All other unvested Options will automatically be forfeited. Any vested Options will expire on the earlier of ###EXPIRY_DATE###, or the date 3 years after the Participant’s termination of employment.
(iii)Termination other than for Death, Disability and Retirement. Any unvested Options will automatically forfeit on the date of the Participant’s termination of employment. Any vested portion of the Options will expire on the earlier of ###EXPIRY_DATE###, or the date 3 months after the Participant’s termination of employment.
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“Disability” means the complete and permanent inability of the Participant to perform all duties under the terms of his, her or their employment, as determined by the Company based on evidence, including independent medical reports and data, as deemed appropriate or necessary.
“Retirement” means the termination of the Participant's employment (either by the Company or an Affiliate, or the Participant), if, at the time of such termination, the Participant is at least age 55 and has completed 10 years of service with the Company or an Affiliate, or the Participant is age 65 or older.
Prorated Vesting Upon Retirement. The prorated portion of the Options that vests on the Participant’s termination of employment due to the Participant's Retirement will be determined by multiplying the total number of unvested Options with a vesting date within 12 months of termination by a fraction, of which the numerator is the number of full months (not to exceed 12) the Participant has been continually employed since the Vest Period Start Date, and the denominator is 12. For this purpose, full months of employment will be based on monthly anniversaries of the Grant Date, not calendar months.
(f)Payment of Exercise Price. Permissible methods for payment of the Exercise Price on exercise of the Options are described in Section 6.6 of the Plan, or, if the Plan is amended, successor provisions. In addition to the methods of exercise permitted by Section 6.6 of the Plan, the Participant may exercise all or part of the Options by way of (i) broker-assisted cashless exercise in a manner consistent with the Federal Reserve Board's Regulation T, unless the Committee determines that this is prohibited by law, or (ii) net-settlement, where the Participant directs the Company to withhold Shares that otherwise would be issued upon exercise of the Options having an aggregate Fair Market Value on the date of the exercise equal to the Exercise Price, or the portion being exercised by way of net-settlement (rounding up to the nearest whole Share).
(g)Tax Withholding. The Company will have the power and the right to deduct or withhold, or require the Participant to remit to the Company, all applicable federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to the exercise of the Options. The Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares that otherwise would be issued upon exercise of the Options, with the number of Shares withheld having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction (or such other amount that will not cause an adverse accounting consequence or cost) (rounding up to the nearest whole Share). Any election will be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
(h)Automatic Exercise in Certain Circumstances. Subject to subsection 2(i) of this Agreement, at close of business on the expiration date (or the preceding trading day if the expiration date is not a trading day), if the Exercise Spread Test (defined below) is met, the Option will be automatically exercised using the “net exercise” method described below, without regard to the notice requirement and with additional Shares retained for purposes of satisfying the applicable tax withholdings (the “Automatic Exercise”). The Option satisfies the “Exercise Spread Test” if the per Share spread between the closing price of the Company's common stock and the Grant Price (the “Exercise Spread”) on the expiration date is at least one dollar. If the Exercise Spread Test is not satisfied, the unexercised portions of the Option will expire as of close of business on the expiration date.

An Automatic Exercise will not occur if the Participant (and, if applicable, the Participant’s authorized legal representative) waives this subsection 2(h) in writing.

The Automatic Exercise procedure is provided as a convenience and as a protection against inadvertent expiration of an Option. Because any exercise of an Option is normally your responsibility, you hereby waive any claims against the Company or any of its employees or agents if an Automatic Exercise does not occur for any reason and the Option expires.
(i)Compliance with Laws and Regulations. Notwithstanding anything to the contrary in this Agreement, the Company will not be obligated to issue any Shares under this Agreement or allow the exercise of the Options by the Participant if doing so violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. The Participant understands that, if applicable, the laws of
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the country where the Participant is working at the time of grant, vesting, and/or exercise of the Options (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of the Options or may subject the Participant to additional procedural or regulatory requirements that the Participant is solely responsible for and that the Participant will have to independently fulfill. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, awards under the Plan, and any Shares acquired under the Plan, if the Company determines the requirement is necessary or advisable to comply with applicable law or facilitate the administration of the Plan.
(j)Participant Covenants and Forfeiture and Clawback Provisions. The Participant acknowledges and agrees that the Options, whether previously vested or not, may be cancelled in full, and the Participant may be required to return to the Company any Shares received on settlement of vested Options or the net after-tax income, or the pre-tax value to the extent required by explicable law and/or the Company’s Recoupment of Incentive-Based Compensation Policy 40-05, from the disposition of any Shares received upon settlement of vested Options, to the extent required by applicable law and/or the Company Policy 40-05, or if the Committee, in its sole discretion, determines that the Participant:
(i)Has engaged in any activity in violation of Company policies, including the Company’s Code of Conduct;
(ii)Has engaged in conduct materially adverse to the best interests of the Company or its Affiliates; or
(iii)Uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or its Affiliates (except as required by the Participant’s work responsibilities with the Company or its Affiliates); or
(iv)Directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee or customer of the Company or its Affiliates, or encourages any employee to leave the Company or an Affiliate any time during the Participant’s employment and for 12 months after termination of his or her employment (subject to applicable restrictions included in Exhibit 1 attached hereto).
The Participant agrees, understands and acknowledges that the scope and duration of the Participant obligations contained in this Agreement are reasonable and necessary to protect a legitimate, protectable interest of the Company and its Affiliates, and that the Committee, in its sole discretion, may require the Participant, as a condition to lapsing any restrictions on the Options, to acknowledge in writing that the Participant has not engaged, and is not in the process of engaging, in any of the activities described in this subsection.
The obligations in this subsection are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Participant and the Company, or otherwise applicable to the Participant, and nothing in this Agreement is intended to waive, modify, alter or amend the terms of any such other agreement. THE PARTICIPANT UNDERSTANDS THAT THIS SUBSECTION IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE AWARD IN FULL AND A RETURN TO THE COMPANY OF ANY SHARES RECEIVED UPON SETTLEMENT OF EXERCISED OPTIONS OR THE GROSS TAXABLE PROCEEDS FROM THE DISPOSITION OF ANY SHARES RECEIVED UPON SETTLEMENT OF EXERCISED OPTIONS IF THE PARTICIPANT SHOULD CHOOSE TO VIOLATE THIS PARAGRAPH DURING THE OBLIGATION PERIOD. Nothing in this Agreement prohibits the Participant from voluntarily communicating, without notice to or approval by the Company, with any federal government agency about a potential violation of a federal law or regulation.
(k)Injunctive Action. The Participant acknowledges that if the Participant violates the terms of subsection 2(j), the injury that would be suffered by the Company and/or an Affiliate as a result of a breach of the provisions of this Agreement (including any covenant described in subsection 2(j)) would be irreparable and that an award of monetary damages to the Company and/or an Affiliate for such a breach would be an inadequate remedy. Consequently, the Company and/or an Affiliate shall have the right, in addition to any other rights it may have, including the right to forfeiture and clawback under this Agreement, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Company and/or an Affiliate will not be obligated to post bond
NQ Grant Agreement effective March 5, 2025                 Page 4 of #NUM_PAGES#5




or other security in seeking such relief. Without limiting the Company’s or Affiliate’s rights under subsection 2(j) or any other remedies of the Company or an Affiliate, if the Participant breaches any covenant described in subsection 2(j), the Company will have the right to cancel this Agreement.
(l)Electronic Delivery and Acceptance. The Participant consents to electronic delivery of any Plan documents.  The Participant consents to any and all procedures that the Company has established or may establish for an electronic signature system for delivery and acceptance of Plan related documents. The Participant agrees that his, her or their electronic signature is the same as, and will have the same force and effect as, his, her or their manual signature. The Participant understands and agrees that if this Agreement is not accepted within 90 days of the Grant Date, the award is forfeited in full. Participant agrees that these procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.  
(m)Right of Set-Off. If the Company in its reasonable judgment determines that the Participant owes the Company or an Affiliate any amount due to any loan, obligation or indebtedness, including amounts owed under the Company’s tax equalization program or the Company’s policies with respect to travel and business expenses, and if the Participant has not satisfied such obligation(s), then the Company may instruct the plan administrator to withhold and/or sell Shares acquired by the Participant on exercise of the Options (to the extent such Shares are not subject to Code Section 409A), or the Company may deduct funds equal to the amount of the obligation from other funds due to the Participant from the Company to the maximum extent permitted by Code Section 409A.
(n)Data Privacy. Participant acknowledges and consents to the collection, use, processing and transfer of personal data.  Participant is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Participant’s ability to participate in the Plan.  The Company holds certain personal information about Participant, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, or details of all options or performance stock units or any other entitlement to Shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”).  The Company and its Affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and the Company or its Affiliates may each further transfer Data to any third parties assisting the Company with the implementation, administration and management of the Plan.  These recipients may be located throughout the world, including the United States. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any transfer of Data that may be required for the administration of the Plan and/or the subsequent holding of Shares of stock on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares of stock acquired pursuant to the Plan.  Participant may, at any time, review Data, require any necessary amendments to it or withdraw this consent in writing by contacting Participant’s designated Human Resources professional; however, withdrawing consent may affect Participant’s ability to participate in the Plan. All Data will be managed in compliance with the Company’s Data Privacy Guidelines and applicable employee notifications, which may contain more stringent requirements, but in any case will not be less stringent than subsection 2(k). 
(o)Governing Law. This Agreement is governed and construed in accordance with the laws of the State of Indiana, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
(p)Consent to Jurisdiction. Each party hereby submits and consents to the exclusive jurisdiction of the state or federal courts in the State of Indiana, and, in each case, appellate courts therefrom, with respect to any suit, action or proceeding brought by any party arising under or relating to this Agreement.

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By signing a copy of this Agreement, the Participant acknowledges that s/he has received a copy of the Plan and that s/he has read and understands the Plan and this Agreement and agrees to their terms and conditions. The Participant also acknowledges that the Options awarded under to this Agreement must be exercised prior to the expiration date, that it is the Participant's responsibility to exercise the Options, and that the Company has no further responsibility to notify the Participant of the expiration of the Options.

Agreed to:                            XYLEM INC.
                                
_____________________________                _____________________________
Participant                             Matthew Pine, President and CEO

(Online Acceptance Constitutes Agreement)

Dated: _________________                    Dated: ###GRANT_DATE###

Enclosures


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EXHIBIT 1
STATE AND OTHER SPECIFIC REQUIREMENTS ADDENDUM
CALIFORNIA
For employees residing in California at the time of execution of this Agreement, Paragraph 2(j)(iv) will not apply.
COLORADO
Paragraph 2(j)(iv) does not apply unless the employee who, when the covenant not to solicit is entered and when it is enforced, earns at least $76,254 as of 2025 (adjusted on a yearly basis).
GEORGIA
For employees residing in Georgia, Paragraph 2(j)(iv) shall apply in the United States, which the employee agrees is a reasonable geographic territory in which the Company does business.
ILLINOIS
Paragraph 2(j)(iv) does not apply unless the employee’s actual or expected rate of earnings exceeds $45,000 per year (which statutorily increases every five years).
LOUISIANA
For employees who perform work in Louisiana, Paragraph 2(j)(iv) shall only apply in the St Tammany Parish.
NORTH DAKOTA
For employees residing in North Dakota at the time of execution of this Agreement, Paragraph 2(j)(iv) will not apply.
OKLAHOMA
For employees residing in Oklahoma at the time of execution of this Agreement, Paragraph 2(j)(iv) will only apply to the extent it prohibits the Employee from directly soliciting the sale of goods, services or a combination of goods and services from the established customers of the Company.
OREGON
For employees residing in Oregon at the time of execution of this Agreement, the Company shall provide a copy of this Agreement to the employees at least two weeks before the employees begin work and must sign this Agreement as a condition of employment. The Company also must provide the employee a signed, written copy of the Agreement within 30 days after the date of termination of the employee’s employment with the Company.

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EX-10.4 5 exhibit104-formof2011omnib.htm EX-10.4 Document

XYLEM
2011 OMNIBUS INCENTIVE PLAN

“[YEAR]” NON-QUALIFIED STOCK OPTION GRANT AGREEMENT FOR SENIOR LEADERSHIP TEAM

This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Terms used in this Agreement that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
1.Grant of Non-Qualified Stock Options. The Company confirms the grant on ###GRANT_DATE###, (the “Grant Date”) to the Participant of the option to purchase from the Company all or any part of an aggregate of ###TOTAL_AWARDS### Shares (the “Options”), at the purchase price of ###GRANT_PRICE### per Share (the “Exercise Price”).
Nature of the Grant:
(a)The grant of Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted in the past. All decisions with respect to future grants will be at the sole discretion of the Company;
(b)The Participant is voluntarily participating in the Plan;
(c)The Options are not part of normal or expected compensation for any purpose, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, pension or retirement or welfare benefits or similar payments;
(d)Future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(e)No claim or entitlement to compensation or damages will arise from forfeiture of the Options resulting from the termination of the Participant's employment; and
(f)The Company will not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Options or of any amounts due to the Participant on exercise of the Options or on the subsequent sale of any Shares acquired on exercise.
2.Terms and Conditions. The Options are subject to the following additional terms and conditions:
(a)Expiration Date. The Options will expire on ###EXPIRY_DATE###, or, if the Participant’s employment terminates before that date, on the date specified in subsection 2(e) below.
(b)Exercise of Options. The Options cannot be exercised until vested.
(c)Vesting. Options will vest if the Participant has been actively employed by the Company or an Affiliate from the Grant Date through the vesting date. Active employment does not include any potential severance period or an approved leave of absence greater than 6 months.
Subject to subsections 2(a), 2(d), and 2(e), the Options will vest in 3 installments as follows:

###VEST_SCHEDULE_TABLE###


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For China-based Participants, when exercising of the Options is elected post vesting, the Company will provide a cash payment equivalent to the number of Options exercised multiplied by the positive difference between the stock price upon exercise and the Exercise Price.
(d)Effect of Change in Control. In the event of a Change in Control prior to the vesting date, if the acquiring or surviving company in the transaction assumes or continues any then-outstanding Options, then the unvested Options will continue to vest based on the Options’ service-based vesting criteria until the vesting date. If the Participant's active employment with the Company or an Affiliate is terminated by the Company or an Affiliate without Cause or by the Participant (for applicable Participants only) for Good Reason within 2 years of a Change in Control, any unvested and any converted Options will become 100% vested on the termination date. Any vested Options will expire on the earlier of ###EXPIRY_DATE###, or the date 3 months after the Participant's termination of active employment. If the participant is Retirement Eligible as specified in subsection 2(e) below, any vested Options will expire on the earlier of ###EXPIRY_DATE###, or the date 3 years after the Participant’s termination of active employment.
“Cause” means (i) the Participant’s willful and continued failure to substantially perform his, her or their duties with the Company or an Affiliate (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) or (ii) the Participant willfully engaging in conduct that demonstrably and materially injures the Company or its Affiliates, monetarily or otherwise.  “Willful” means the action is done or omitted in bad faith or without reasonable belief that the action or omission was in the best interests of the Company.
“Good Reason” means (i) a reduction in annual target total cash compensation (base salary and target bonus), (ii) the assignment of any duties inconsistent in any material adverse respect with the Participant’s position, authority, duties or responsibilities, (iii) any other action by the Company or an Affiliate which results in a material diminution in such position, authority, duties or responsibilities; or (iv) the Company or an Affiliate requiring the Participant to relocate to a work location 50 miles or more from the location where the Participant was principally working immediately prior to the Change in Control. The Participant must give notice within 90 days of any Good Reason event.
Good Reason only applies to Company or Affiliate employees who are, at the time of termination of employment, covered by the Xylem Special Senior Executive Severance Pay Plan or the Xylem Enhanced Severance Pay Plan and will exclude an isolated, insubstantial and inadvertent action not taken in bad faith that is resolved by the Company or an Affiliate within 30 days of receiving notice.
(e)Effect of Termination of Employment. Options will only vest while the Participant is actively employed by the Company or an Affiliate. If the Participant's active employment with the Company or an Affiliate is terminated for any reason prior to the vesting date, and such termination constitutes a “separation from service” within the meaning of Section 409A of the Code and any related regulations or other effective guidance promulgated thereunder (“Section 409A”), subject to subsection 2(d), the following would apply to any outstanding Options:
(i)Termination due to Death or Disability. Any unvested Options will immediately become 100% vested on the Participant’s termination of employment. Any vested Options will expire on the earlier of ###EXPIRY_DATE###, or the date 3 years after the Participant’s termination of employment.
(ii)Termination due to Retirement or while Retirement Eligible. A prorated portion (as described below) of the unvested Options with a vesting date within 12 months of termination will immediately vest on the Participant’s termination of employment. All other unvested Options will automatically be forfeited. Any vested Options will expire on the earlier of ###EXPIRY_DATE###, or the date 3 years after the Participant’s termination of employment.
(iii)Termination other than for Death, Disability and Retirement. Any unvested Options will automatically forfeit on the date of the Participant’s termination of employment. Any vested portion of the Options will expire on the earlier of ###EXPIRY_DATE###, or the date 3 months after the Participant’s termination of employment.
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“Disability” means the complete and permanent inability of the Participant to perform all duties under the terms of his, her or their employment, as determined by the Company based on evidence, including independent medical reports and data, as deemed appropriate or necessary.
“Retirement” means the termination of the Participant's employment (either by the Company or an Affiliate, or the Participant), if, at the time of such termination, the Participant is at least age 55 and has completed 10 years of service with the Company or an Affiliate, or the Participant is age 65 or older.
Prorated Vesting Upon Retirement. The prorated portion of the Options that vests on the Participant’s termination of employment due to the Participant's Retirement will be determined by multiplying the total number of unvested Options with a vesting date within 12 months of termination by a fraction, of which the numerator is the number of full months (not to exceed 12) the Participant has been continually employed since the Vest Period Start Date, and the denominator is 12. For this purpose, full months of employment will be based on monthly anniversaries of the Grant Date, not calendar months.
(f)Payment of Exercise Price. Permissible methods for payment of the Exercise Price on exercise of the Options are described in Section 6.6 of the Plan, or, if the Plan is amended, successor provisions. In addition to the methods of exercise permitted by Section 6.6 of the Plan, the Participant may exercise all or part of the Options by way of (i) broker-assisted cashless exercise in a manner consistent with the Federal Reserve Board's Regulation T, unless the Committee determines that this is prohibited by law, or (ii) net-settlement, where the Participant directs the Company to withhold Shares that otherwise would be issued upon exercise of the Options having an aggregate Fair Market Value on the date of the exercise equal to the Exercise Price, or the portion being exercised by way of net-settlement (rounding up to the nearest whole Share).
(g)Tax Withholding. The Company will have the power and the right to deduct or withhold, or require the Participant to remit to the Company, all applicable federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to the exercise of the Options. The Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares that otherwise would be issued upon exercise of the Options, with the number of Shares withheld having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction (or such other amount that will not cause an adverse accounting consequence or cost) (rounding up to the nearest whole Share). Any election will be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
(h)Automatic Exercise in Certain Circumstances. Subject to subsection 2(i) of this Agreement, at close of business on the expiration date (or the preceding trading day if the expiration date is not a trading day), if the Exercise Spread Test (defined below) is met, the Option will be automatically exercised using the “net exercise” method described below, without regard to the notice requirement and with additional Shares retained for purposes of satisfying the applicable tax withholdings (the “Automatic Exercise”). The Option satisfies the “Exercise Spread Test” if the per Share spread between the closing price of the Company's common stock and the Grant Price (the “Exercise Spread”) on the expiration date is at least one dollar. If the Exercise Spread Test is not satisfied, the unexercised portions of the Option will expire as of close of business on the expiration date.

An Automatic Exercise will not occur if the Participant (and, if applicable, the Participant’s authorized legal representative) waives this subsection 2(h) in writing.

The Automatic Exercise procedure is provided as a convenience and as a protection against inadvertent expiration of an Option. Because any exercise of an Option is normally your responsibility, you hereby waive any claims against the Company or any of its employees or agents if an Automatic Exercise does not occur for any reason and the Option expires.
(i)Compliance with Laws and Regulations. Notwithstanding anything to the contrary in this Agreement, the Company will not be obligated to issue any Shares under this Agreement or allow the exercise of the Options by the Participant if doing so violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. The Participant understands that, if applicable, the laws of
NQ Grant Agreement effective March 5, 2025     Page 3 of #NUM_PAGES#



the country where the Participant is working at the time of grant, vesting, and/or exercise of the Options (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of the Options or may subject the Participant to additional procedural or regulatory requirements that the Participant is solely responsible for and that the Participant will have to independently fulfill. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, awards under the Plan, and any Shares acquired under the Plan, if the Company determines the requirement is necessary or advisable to comply with applicable law or facilitate the administration of the Plan.
(j)Participant Covenants and Forfeiture and Clawback Provisions. The Participant acknowledges and agrees that the Options, whether previously vested or not, may be cancelled in full, and the Participant may be required to return to the Company any Shares received on settlement of vested Options or the net after-tax income, or the pre-tax value to the extent required by applicable law and/or the Company’s Recoupment of Incentive-Based Compensation Policy 40-05, from the disposition of any Shares received upon settlement of vested Options, to the extent required by applicable law and/or the Company Policy 40-05, or if the Committee, in its sole discretion, determines that the Participant:
(i)Has engaged in any activity in violation of Company policies, including the Company’s Code of Conduct;
(ii)Has engaged in conduct materially adverse to the best interests of the Company or its Affiliates; or
(iii)Uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or its Affiliates (except as required by the Participant’s work responsibilities with the Company or its Affiliates);
(iv)Directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee or customer of the Company or its Affiliates, or encourages any employee to leave the Company or an Affiliate any time during the Participant’s employment and for 12 months after termination of his or her employment (subject to applicable restrictions included in Exhibit 1 attached hereto); or
(v)Violates the non-competition covenant set forth in Appendix A of this Agreement (the “Non-Competition Covenant”) at any time during the Participant’s employment and for 12 months after termination of his or her employment.
The Participant agrees, understands and acknowledges that the scope and duration of the Participant obligations contained in this Agreement are reasonable and necessary to protect a legitimate, protectable interest of the Company and its Affiliates, and that the Committee, in its sole discretion, may require the Participant, as a condition to lapsing any restrictions on the Options, to acknowledge in writing that the Participant has not engaged, and is not in the process of engaging, in any of the activities described in this subsection.
The obligations in this subsection are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Participant and the Company, or otherwise applicable to the Participant, and nothing in this Agreement is intended to waive, modify, alter or amend the terms of any such other agreement. THE PARTICIPANT UNDERSTANDS THAT THIS SUBSECTION IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE AWARD IN FULL AND A RETURN TO THE COMPANY OF ANY SHARES RECEIVED UPON SETTLEMENT OF EXERCISED OPTIONS OR THE GROSS TAXABLE PROCEEDS FROM THE DISPOSITION OF ANY SHARES RECEIVED UPON SETTLEMENT OF EXERCISED OPTIONS IF THE PARTICIPANT SHOULD CHOOSE TO VIOLATE THIS PARAGRAPH DURING THE OBLIGATION PERIOD. Nothing in this Agreement prohibits the Participant from voluntarily communicating, without notice to or approval by the Company, with any federal government agency about a potential violation of a federal law or regulation.
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(k)Injunctive Action. The Participant acknowledges that if the Participant violates the terms of subsection 2(j), the injury that would be suffered by the Company and/or an Affiliate as a result of a breach of the provisions of this Agreement (including any covenant described in subsection 2(j)) would be irreparable and that an award of monetary damages to the Company and/or an Affiliate for such a breach would be an inadequate remedy. Consequently, the Company and/or an Affiliate shall have the right, in addition to any other rights it may have, including the right to forfeiture and clawback under this Agreement, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Company and/or an Affiliate will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s or Affiliate’s rights under subsection 2(j) or any other remedies of the Company or an Affiliate, if the Participant breaches any covenant described in subsection 2(j), the Company will have the right to cancel this Agreement.
(l)Electronic Delivery and Acceptance. The Participant consents to electronic delivery of any Plan documents.  The Participant consents to any and all procedures that the Company has established or may establish for an electronic signature system for delivery and acceptance of Plan related documents. The Participant agrees that his, her or their electronic signature is the same as, and will have the same force and effect as, his, her or their manual signature.   The Participant understands and agrees that if this Agreement is not accepted within 90 days of the Grant Date, the award is forfeited in full. Participant agrees that these procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.  
(m)Right of Set-Off. If the Company in its reasonable judgment determines that the Participant owes the Company or an Affiliate any amount due to any loan, obligation or indebtedness, including amounts owed under the Company’s tax equalization program or the Company’s policies with respect to travel and business expenses, and if the Participant has not satisfied such obligation(s), then the Company may instruct the plan administrator to withhold and/or sell Shares acquired by the Participant on exercise of the Options (to the extent such Shares are not subject to Code Section 409A), or the Company may deduct funds equal to the amount of the obligation from other funds due to the Participant from the Company to the maximum extent permitted by Code Section 409A.
(n)Data Privacy. Participant acknowledges and consents to the collection, use, processing and transfer of personal data.  Participant is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Participant’s ability to participate in the Plan.  The Company holds certain personal information about Participant, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, or details of all options or performance stock units or any other entitlement to Shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”).  The Company and its Affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and the Company or its Affiliates may each further transfer Data to any third parties assisting the Company with the implementation, administration and management of the Plan.  These recipients may be located throughout the world, including the United States. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any transfer of Data that may be required for the administration of the Plan and/or the subsequent holding of Shares of stock on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares of stock acquired pursuant to the Plan.  Participant may, at any time, review Data, require any necessary amendments to it or withdraw this consent in writing by contacting Participant’s designated Human Resources professional; however, withdrawing consent may affect Participant’s ability to participate in the Plan. All Data will be managed in compliance with the Company’s Data Privacy Guidelines and applicable employee notifications, which may contain more stringent requirements, but in any case will not be less stringent than this subsection 2(n). 
(o)Governing Law. This Agreement is governed and construed in accordance with the laws of the State of Indiana, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
(p)Consent to Jurisdiction. Each party hereby submits and consents to the exclusive jurisdiction of the state or federal courts in the State of Indiana, and, in each case, appellate courts therefrom, with respect to any suit, action or proceeding brought by any party arising under or relating to this Agreement.
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By signing a copy of this Agreement, the Participant acknowledges that s/he has received a copy of the Plan and that s/he has read and understands the Plan and this Agreement and agrees to their terms and conditions. The Participant also acknowledges that the Options awarded under to this Agreement must be exercised prior to the expiration date, that it is the Participant's responsibility to exercise the Options, and that the Company has no further responsibility to notify the Participant of the expiration of the Options.

Agreed to:                            XYLEM INC.
                                
_____________________________                _____________________________
Participant                             Matthew Pine, President and CEO

(Online Acceptance Constitutes Agreement)

Dated: _________________                    Dated: ###GRANT_DATE###

Enclosures


NQ Grant Agreement effective March 5, 2025     Page 6 of #NUM_PAGES#



Appendix A
Non-Competition Covenant
1.Definitions.
(i)“Competing Products” means products or services sold by the Company and/or its Affiliates1, or any prospective product or service the Company and/or its Affiliates took steps to develop, and for which the Participant had any responsibility during the 24 months preceding the termination of the Participant’s employment;
(ii)“Restricted Territory” means the geographic territory over which the Participant had responsibility during the 24 months preceding the termination of the Participant’s employment.
2.Non-Competition.
During the Participant’s employment and for 12 months after termination of the Participant’s employment, the Participant will not directly or indirectly, on behalf of the Participant or in conjunction with any other person or entity:
(i)own, invest in, or provide financing to any business that sells Competing Products in the Restricted Territory;
(ii)work in the Restricted Territory for any person or entity that sells Competing Products, in any role: (1) that is similar to any position the Participant held with the Company and its Affiliates during the 24 months preceding the termination of the Participant’s employment, (2) that is executive, leadership, managerial, or strategic in nature, or (3) that may cause the Participant to inevitably rely upon or disclose the Company’s and/or its Affiliates’ confidential or proprietary information or trade secrets.
3.Jurisdiction-and Other Specific Requirements. A Participant residing in a jurisdiction identified on Exhibit 1 will be subject to the jurisdiction-specific and other applicable requirements set forth on Exhibit 1.
4.Subsequent Employment Protocol. During the Participant’s employment and for 12 months after termination of the Participant’s employment, prior to accepting employment with any person or entity, the Participant will provide the Participant’s prospective employer with a copy of this Agreement, which includes the Participant Obligations. Additionally, at least 7 days before accepting subsequent employment, the Participant will notify the Company of the Participant’s prospective employer’s name, address and telephone number, and a description of the job duties and geographic location for which the Participant is being considered.
5.Certifications. By executing this Agreement, which includes the Participant Obligations set forth above, the Participant certifies that the Participant: (a) has not and will not use or disclose to the Company or its Affiliates any confidential information and/or trade secrets belonging to others, including the Participant’s prior employers; (b) will not use any prior inventions made by the Participant and which the Company and its Affiliates is not legally entitled to learn of or use; and (c) is not subject to any prior agreements that would prevent the Participant from fully performing the Participant’s duties for the Company and its Affiliates.
1 This term carries the same meaning as how it is defined in Xylem’s Omnibus Incentive Plan.
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Exhibit 1
State and Other Specific Requirements
COLORADO
Paragraph 2(j)(v) does not apply unless the employee who, when the covenant not to compete is signed and when it is enforced, earns at least $127,091 as of 2025 (adjusted on a yearly basis). Paragraph 2(j)(iv) does not apply unless the employee who, when the covenant not to solicit is entered and when it is enforced, earns at least $76,254 as of 2025 (adjusted on a yearly basis).
DISTRICT OF COLUMBIA
Paragraph 2(j)(v) does not apply to employees earning less than $154,200 in 2024. This amount may increase each calendar year according to the Consumer Price Index for All Urban Consumers in the Washington Metropolitan Statistical Area.
GEORGIA
For employees residing in Georgia, Paragraph 2(j)(iv) shall apply in the United States, which the employee agrees is a reasonable geographic territory in which the Company and/or an Affiliate does business.
ILLINOIS
Paragraph 2(j)(v) does not apply unless the employee’s annual compensation exceeds $75,000 per year (which statutorily increases every five years). Paragraph 2(j)(iv) does not apply unless the employee’s annual compensation exceeds $45,000 per year (which statutorily increases every 5 years).
LOUISIANA
For employees who perform work in Louisiana, Paragraphs 2(j)(iv) and 2(j)(v) shall only apply in the St Tammany Parish.
MAINE
For employees residing in Maine when this Agreement is signed, Paragraphs 2(j)(iv) and 2(j)(v) do not take effect until 6 months after the Agreement is signed, or 12 months after the employee’s start of employment with the Company and/or an Affiliate for 12 months, whichever is later.
MARYLAND
Paragraph 2(j)(v) does not apply if the employee earns equal to or less than (a) $22.50 per hour; or (b) $46,800 annually, in 2025.
MASSACHUSETTS
For employees working in Massachusetts, Paragraph 2(o) of the Agreement will not apply. Further, if the Company chooses to enforce the non-competition provisions set forth in Paragraph 2(j)(v) of the Agreement, then the Company will continue to pay the employee at least 50% of the employee’s highest base salary that the employee earned at the Company or an Affiliate (as applicable) in the 2 years before the end of employee’s employment. The Company will pay this amount for 12 months following the employee’s termination. The restriction set forth in Paragraph 2(j)(v) of the Agreement will not apply if the employee is involuntarily terminated without cause.

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NEVADA
Paragraph 2(j)(v) does not apply if the employee is paid solely on an hourly wage basis, exclusive of any tips or gratuities.
NEW HAMPSHIRE
Paragraph 2(j)(v) does not apply if the employee earns an hourly rate less than or equal to 200 percent of the federal minimum wage.
NORTH DAKOTA
For employees residing in North Dakota at the time of execution of this Agreement (including the Participant Obligations incorporated herein), Paragraphs 2(j)(iv) and 2(j)(v) will not apply.
OKLAHOMA
For employees residing in Oklahoma at the time of execution of this Agreement (including the Participant Obligations incorporated herein), Paragraph 2(j)(v) will not apply and Paragraph 2(j)(iv) will only apply to the extent that Paragraph prohibits the employee from directly soliciting the sale of goods, services or a combination of goods and services from the established customers of the Company and/or its Affiliates.
OREGON
For employees residing in Oregon when they sign this Agreement (including the Participant Obligations incorporated herein), the Company shall provide a copy of a signed, written copy of the Agreement (including the Participant Obligations incorporated herein) within 30 days after the date of termination of the employee’s employment with the Company or its Affiliate, as applicable. Paragraph 2(j)(v) shall only apply if the total amount of the employee's annual compensation, at the time of the employee's termination, exceeds $116,427 in 2025, adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items).
VIRGINIA
Paragraph 2(j)(v) does not apply if an employee’s average weekly earnings are less than the average weekly wage of the Commonwealth as determined pursuant to subsection B of § 65.2-500.
WASHINGTON
For employees residing in Washington, Paragraph 2(o) will not apply. Further, if an employee is terminated as the result of a layoff, and the Company chooses to enforce the non-competition provisions set forth in Paragraph 2(j)(v) of the Agreement, then the Company or its Affiliate, as applicable, will continue to pay the Employee’s base salary for twelve months following the layoff , less any earnings the employee has received from the employee’s then-current employer. Paragraph 2(j)(v) shall only apply if the employee’s earnings, when annualized, exceed $123,394 per year in 2025, to be adjusted for inflation.


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EX-10.5 6 exhibit105-formof2011omnib.htm EX-10.5 Document




XYLEM
2011 OMNIBUS INCENTIVE PLAN

2025 PERFORMANCE SHARE UNIT GRANT AGREEMENT

This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Capitalized terms that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (Amended and Restated on February 24, 2016) (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
1.Grant of Performance Share Units. The Company confirms the grant on ###GRANT_DATE### (the “Grant Date”) to the Participant, the target number of ###TOTAL_AWARDS### Performance Share Units (“PSUs”). All PSUs granted under this Agreement are intended to be Performance Based Awards. The PSUs are notional units of measurement denominated in Shares of common stock (i.e., one PSU is equivalent in value to one Share of common stock of the Company).
The PSUs represent an unfunded, unsecured right to receive Shares and dividend equivalent payments in the future if the conditions in the Plan and this Agreement are satisfied.
Nature of the Grant:
(a)The grant of the PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted in the past. All decisions with respect to future PSUs or other grants, if any, will be at the sole discretion of the Company;
(b)The Participant is voluntarily participating in the Plan;
(c)The PSUs and the Shares subject to the PSUs, are not part of normal or expected compensation for any purpose, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, pension or retirement or welfare benefits or similar payments;
(d)Future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(e)No claim or entitlement to compensation or damages will arise from forfeiture of the PSUs resulting from the termination of the Participant's employment; and
(f)The Company will not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to the Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.
2.Terms and Conditions. The PSUs are subject to the following additional terms and conditions:
(a)Restrictions. Except as otherwise provided in the Plan and this Agreement, the PSUs cannot be sold, assigned, pledged, exchanged, transferred, hypothecated or encumbered, other than to the Company as a result of forfeiture.
(b)Voting and Dividend Equivalent Rights. The Participant will not have any privileges of a shareholder of the Company with respect to the PSUs, including without limitation any right to vote such Shares or to receive dividends, unless and until Shares are delivered to the Participant on the vesting of the PSUs. Dividend equivalents will be earned for each PSU that vests and the amount will equal the total dividends declared on a Share, where the record date of the dividend is between the Grant Date of this
PSU Grant Agreement effective March 5, 2025     Page 1 of #NUM_PAGES#







Award and the date a Share is issued on vesting of the PSU. Any dividend equivalents earned will be paid in cash to the Participant as and when the Shares subject to the vested PSUs are issued. No dividend equivalents will be earned or paid with respect to any portion of the PSUs that are not earned and/or do not vest. Dividend equivalents will not accrue interest.
(c)Earning of PSUs. The Participant can earn between 0% and 200% of the target number of PSUs granted under this Agreement, with vesting to be based on the achievement of a pre-set 3-year Adjusted Cumulative Earnings Per Share (“EPS”) performance target , and a 3-year Xylem Total Shareholder Return (“TSR”) relative to companies in the S&P 500 Industrial Index (Peers) pursuant to the performance scales set forth on Exhibit A, by the end of the 3-year performance period covering fiscal years 2025-2027 (the “Performance Period”). The Committee will determine and certify the results of the level of achievement against such targets and the associated number of PSUs earned as described in Exhibit A.
Vesting and Payment. Any earned PSUs will vest on March 5, 2028 (the “Vesting Date”) so long as the Participant has been actively employed by the Company or an Affiliate from the Grant Date through the Vesting Date. Active employment does not include any potential severance period or an approved leave of absence greater than 6 months.
For China-based Participants, the Company will provide a cash payment equivalent to the Fair Market Value of the shares vested as soon as practicable following the Vesting Date.
Except as provided in subsection 2(h), on vesting of the PSUs, including vesting pursuant to subsections 2(d) or 2(e), the Company will deliver to the Participant (i) one Share for each vested PSU, with any fractional Shares resulting from proration pursuant to subsection 2(d) and 2(e) to be rounded to the nearest whole Share, and (ii) an amount in cash attributable to dividend equivalents earned in accordance with subsection 2(b), less Shares withheld in accordance with subsection 2(f).
(d)Effect of Change in Control. In the event of a Change in Control prior to the end of the Performance Period, if the acquiring or surviving company in the transaction assumes or continues any then-outstanding PSUs, any unvested PSUs will be deemed to have satisfied all applicable performance targets at the target level (i.e. 100%), and will be converted to service-based restricted stock units, which will continue to vest based on the PSUs’ service-based vesting criteria until the Vesting Date.
If the Participant’s active employment with the Company or an Affiliate is terminated by the Company or an Affiliate without Cause or by the Participant for Good Reason (for applicable Participants only) within 2 years of a Change in Control, any converted and any unvested PSUs will become 100% vested on the termination date.
If the acquiring or surviving company in the transaction does not assume or continue outstanding awards under the Plan, immediately prior to the Change in Control, any unvested PSUs will become 100% vested based on deemed performance at the target level (i.e. 100%).
“Cause” means (i) the Participant’s willful and continued failure to substantially perform his, her or their duties with the Company or an Affiliate (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) or (ii) the Participant willfully engaging in conduct that demonstrably and materially injures the Company or its Affiliates, monetarily or otherwise. “Willful” means the action is done or omitted in bad faith or without reasonable belief that the action or omission was in the best interests of the Company.
“Good Reason” means, without the Participant’s express written consent (i) a reduction in annual target total cash compensation (base salary and target bonus), (ii) the assignment of any duties inconsistent in any material adverse respect with the Participant’s position, authority, duties or responsibilities, (iii) any other action by the Company or an Affiliate which results in a material diminution in such position, authority, duties or responsibilities; or (iv) the Company or an Affiliate requiring the Participant to relocate to a work location 50 miles or more from the location where the Participant was principally working immediately prior to the Change in Control. The Participant must give notice within 90 days of any Good Reason event.
Good Reason only applies to Company or Affiliate employees who are at the time of termination of employment, or were at any time during the 2 year period immediately preceding the Change in Control,
PSU Grant Agreement effective March 5, 2025     Page 2 of #NUM_PAGES#







covered by the Xylem Special Senior Executive Severance Pay Plan or the Xylem Enhanced Severance Pay Plan and will exclude an isolated, insubstantial and inadvertent action not taken in bad faith that is resolved by the Company or an Affiliate within 30 days of receiving notice.
(e)Effect of Termination of Employment. Earned PSUs will only vest if the Participant is actively employed by the Company or an Affiliate through the Vesting Date. If the Participant's active employment is terminated for any reason prior to the Vesting Date, and the termination constitutes a “separation from service” within the meaning of Section 409A of the Code and any related regulations or other effective guidance promulgated thereunder (“Section 409A”), subject to subsection 2(d), the following would apply to any unvested PSUs:
(i)Termination due to Death, Disability, or Retirement. A prorated portion (as described below) of the unvested PSUs will remain outstanding and therefore continue to be eligible to vest based on actual Company performance during the Performance Period. A prorated portion (as described below) of the earned PSUs will be paid out on the Vesting Date.
(ii)Termination other than for Death, Disability, or Retirement. All PSUs will automatically be forfeited.
“Disability” means the complete and permanent inability of the Participant to perform all duties under the terms of his, her or their employment, as determined by the Committee upon the basis of such evidence, including independent medical reports and data, as the Committee deems appropriate or necessary.
“Retirement” means the termination of the Participant's employment (either by the Company or an Affiliate, or the Participant), if, at the time of such termination, the Participant is at least age 55 and has completed 10 years of service with the Company or an Affiliate, or the Participant is age 65 or older.
Prorated Vesting. The prorated portion of the PSUs that vests on the Vesting Date following the Participant's Death, Disability or Retirement (or while Retirement Eligible) will be determined by multiplying the total number of PSUs the Participant would have earned based on actual performance by a fraction, of which the numerator is the number of months (not to exceed 36) the Participant had been continually employed since the beginning of the Performance Period until his, her or their Death, Disability or Retirement and the denominator is 36.
(f)Tax Withholding. The Company may make such provisions and take such actions as it may deem necessary for the withholding of all applicable taxes attributable to the PSUs and any related dividend equivalents. Unless the Committee determines otherwise, the minimum statutory tax withholding required to be withheld on delivery of the Shares (or such other amount that will not cause an adverse accounting consequence or cost) and payment of dividend equivalents will be satisfied by withholding a number of Shares having an aggregate Fair Market Value equal to the minimum statutory tax required to be withheld (or such other amount that will not cause an adverse accounting consequence or cost). If this withholding would result in a fractional Share being withheld, the number of Shares withheld will be rounded up to the nearest whole Share. If FICA taxes are required to be withheld while the PSUs are outstanding, the withholding will be made in a manner determined by the Company.
(g)Participant Covenants and Forfeiture and Clawback Provisions. The Participant acknowledges and agrees that the PSUs, whether previously vested or not, may be cancelled in full, and the Participant may be required to return to the Company any Shares received on settlement of vested PSUs or the net after-tax income, or the pre-tax value to the extent required by applicable law and/or the Company’s Recoupment of Incentive-Based Compensation Policy 40-05, from any disposition of any Shares received upon settlement of vested PSUs, to the extent required by applicable law and/or the Company Policy 40-05, or if the Committee, in its sole discretion, determines that the Participant:
(i)    Has engaged in any activity in violation of Company policies, including the Company’s Code of Conduct;
(ii)    Has engaged in conduct materially adverse to the best interests of the Company or its Affiliates; or
PSU Grant Agreement effective March 5, 2025     Page 3 of #NUM_PAGES#







(iii)    Uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or its Affiliates (except as required by the Participant’s work responsibilities with the Company or its Affiliates);
(iv)    Directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee or customer of the Company or its Affiliates, or encourages any employee to leave the Company or an Affiliate any time during the Participant’s employment and for 12 months after termination of his or her employment (subject to applicable restrictions included in Exhibit 1 attached hereto).
The Participant agrees, understands and acknowledges that the scope and duration of the Participant obligations contained in this Agreement are reasonable and necessary to protect a legitimate, protectable interest of the Company and its Affiliates, and that the Committee, in its sole discretion, may require the Participant, as a condition to lapsing any restrictions on the Options, to acknowledge in writing that the Participant has not engaged, and is not in the process of engaging, in any of the activities described in this subsection.
The obligations in this subsection are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Participant and the Company, or otherwise applicable to the Participant, and nothing in this Agreement is intended to waive, modify, alter or amend the terms of any such other agreement. THE PARTICIPANT UNDERSTANDS THAT THIS SUBSECTION IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE AWARD IN FULL AND A RETURN TO THE COMPANY OF ANY SHARES RECEIVED ON SETTLEMENT OF VESTED PSUS OR THE NET AFTER-TAX INCOME FROM THE DISPOSITION OF ANY SHARES RECEIVED UPON SETTLEMENT OF VESTED PSUS IF THE PARTICIPANT SHOULD CHOOSE TO VIOLATE THIS PARAGRAPH DURING THE OBLIGATION PERIOD. Nothing in this Agreement prohibits the Participant from voluntarily communicating, without notice to or approval by the Company, with any federal government agency about a potential violation of a federal law or regulation.
(h)Injunctive Action. The Participant acknowledges that if the Participant violates the terms of subsection 2(g), the injury that would be suffered by the Company and/or an Affiliate as a result of a breach of the provisions of this Agreement (including any covenant described in subsection 2(g)) would be irreparable and that an award of monetary damages to the Company and/or an Affiliate for such a breach would be an inadequate remedy. Consequently, the Company and/or an Affiliate shall have the right, in addition to any other rights it may have, including the right to forfeiture and clawback under this Agreement, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Company and/or an Affiliate will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s or Affiliate’s rights under subsection 2(g) or any other remedies of the Company or an Affiliate, if the Participant breaches any covenant described in subsection 2(g), the Company will have the right to cancel this Agreement.
(i)Electronic Delivery and Acceptance. The Participant consents to electronic delivery of any Plan documents. The Participant consents to any and all procedures that the Company has established or may establish for an electronic signature system for delivery and acceptance of Plan related documents. The Participant agrees that his, her or their electronic signature is the same as, and will have the same force and effect as, his, her or their manual signature. The Participant understands and agrees that if this Agreement is not accepted within 90 days of the Grant Date, the award is forfeited in full. Participant agrees that these procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.  
(j)Right of Set-Off. If the Company in its reasonable judgment determines that the Participant owes the Company or an Affiliate any amount due to any loan, obligation or indebtedness, including amounts owed under the Company’s tax equalization program or the Company’s policies with respect to travel and business expenses, and the Participant has not satisfied these obligation(s), the Company may instruct the plan administrator to withhold and/or sell Shares acquired by the Participant on settlement of the PSUs (to the extent such PSUs are not subject to Code Section 409A), or the Company may deduct funds equal to the amount of the obligation from other funds due to the Participant from the Company to the maximum extent permitted by Code Section 409A.
PSU Grant Agreement effective March 5, 2025     Page 4 of #NUM_PAGES#







(k)Data Privacy. Participant acknowledges and consents to the collection, use, processing and transfer of personal data. Participant is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Participant’s ability to participate in the Plan. The Company holds certain personal information about Participant, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, or details of all options or performance stock units or any other entitlement to Shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). The Company and its Affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and the Company or its Affiliates may each further transfer Data to any third parties assisting the Company with the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any transfer of Data that may be required for the administration of the Plan and/or the subsequent holding of Shares of stock on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares of stock acquired pursuant to the Plan. Participant may, at any time, review Data, require any necessary amendments to it or withdraw consent in writing by contacting Participant’s designated Human Resources professional; however, withdrawing consent may affect Participant’s ability to participate in the Plan. All Data will be managed in compliance with the Company’s Data Privacy Guidelines and applicable employee notifications, which may contain more stringent requirements, but in any case will not be less stringent than this subsection 2(k). 
(l)Stock Ownership Guidelines. If the Participant is or becomes subject to the Company’s Stock Ownership Guidelines and applicable retention requirements, the Participant may be limited in selling Shares obtained upon settlement of the PSUs.
(m)Clawback Policy. If the Participant is covered by the Company’s Clawback Policy, the Participant agrees that the PSUs are subject to the Policy and may be subject to recovery (in whole or in part) by the Company. The Participant agrees that the Clawback Policy may be amended from time to time by the Committee, including amendments to comply with applicable laws, regulations or stock exchange listing requirements.  
(n)Section 409A Compliance. It is intended that the Plan and this Agreement comply with the requirements of Section 409A to the extent applicable and the Plan and this Agreement will be interpreted accordingly.
(i)If it is determined that all or a portion of the Award constitutes deferred compensation for the purposes of Section 409A, and if the Participant is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, at the time of the Participant’s separation from service, then, to the extent required under Section 409A, any Shares that would otherwise be distributed (along with the cash value of all dividend equivalents that would be payable) on the Participant’s separation from service, will instead be delivered (and, in the case of the dividend equivalents, paid) on the earlier of (x) the first business day of the seventh month following the date of the Participant’s separation from service or (y) the Participant’s death.
(ii)If it is determined that all or a portion of the Award constitutes deferred compensation for the purposes of Section 409A, upon an Change in Control that does not constitute a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” (as those terms are used in Section 409A), the PSUs will vest at the time of the Change in Control, but distribution of any PSUs (or related dividend equivalents) that constitute deferred compensation for the purposes of Section 409A will not be accelerated (i.e., distribution will occur when it would have occurred absent the Change in Control).
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(o)Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Indiana, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
(p)Consent to Jurisdiction. Each party hereby submits and consents to the exclusive jurisdiction of the state or federal courts in the State of Indiana, and, in each case, appellate courts therefrom, with respect to any suit, action or proceeding brought by any party arising under or relating to this Agreement.

By signing a copy of this Agreement, the Participant acknowledges that s/he has received a copy of the Plan and that s/he has read and understands the Plan and this Agreement and agrees to their terms and conditions.

Agreed to:                            XYLEM INC.

                            
_____________________________                _____________________________
Participant                             Matthew Pine, President and CEO
(Online Acceptance Constitutes Agreement)
Dated: _________________                    Dated: ###GRANT_DATE###
Enclosures
PSU Grant Agreement effective March 5, 2025     Page 6 of #NUM_PAGES#







Exhibit A
Performance Share Units

For the 2025-2027 performance period, the LDCC has decided that the PSUs will be granted at Target (100%) with actual payout (0%-200% of target) contingent upon the achievement of the following:
•50% based on a three-year Adjusted Cumulative EPS performance target. This will link our executives’ compensation to an important measure in building long-term value for shareholders by focusing on driving cost synergies and profitable growth.
•50% based on three-year TSR relative to S&P 500 Industrial Index (Peers). This will link our executives’ compensation to shareholder value creation.
2025-2027 Performance Targets and Payout Scale
The payout scales for performance metrics below provide for PSUs to be earned above 100% for above target performance and below 100% for below target performance. For EPS, payout is capped at 100% if 3-year compound annual growth rate (“CAGR”) is < 5%. For Relative TSR, payout is capped at 100% if Xylem’s 3-year TSR is negative.
EPS Relative TSR
3-Year Cumulative
Actual
Payout
%
3-Year
%ile Rank
Payout
%
Maximum Payout $x x%
Xth
x%
Above Plan $x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
Plan/Target $x x%
xth
x%
Below Plan $x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
Threshold $x x%
xth
x%
Below Threshold <$x x%
<xth
x%

PSU Grant Agreement effective March 5, 2025     Page 7 of #NUM_PAGES#







EXHIBIT 1
STATE AND OTHER SPECIFIC REQUIREMENTS ADDENDUM
CALIFORNIA
For employees residing in California at the time of execution of this Agreement, Paragraphs 2(g)(iv) and Paragraph 2(o) will not apply.
COLORADO
Paragraph 2(g)(iv) does not apply unless the employee who, when the covenant not to solicit is entered and when it is enforced, earns at least $76,254 as of 2025 (adjusted on a yearly basis).
GEORGIA
For employees residing in Georgia, Paragraph 2(g)(iv) shall apply in the United States, which the employee agrees is a reasonable geographic territory in which the Company does business.
ILLINOIS
Paragraph 2(g)(iv) does not apply unless the employee’s actual or expected rate of earnings exceeds $45,000 per year (which statutorily increases every five years).
LOUISIANA
For employees who perform work in Louisiana, Paragraph 2(g)(iv) shall only apply in the St Tammany Parish.
NORTH DAKOTA
For employees residing in North Dakota at the time of execution of this Agreement, Paragraph 2(g)(iv) will not apply.
OKLAHOMA
For employees residing in Oklahoma at the time of execution of this Agreement, Paragraph 2(g)(iv) will only apply to the extent it prohibits the Employee from directly soliciting the sale of goods, services or a combination of goods and services from the established customers of the Company.
OREGON
For employees residing in Oregon at the time of execution of this Agreement, the Company shall provide a copy of this Agreement to the employees at least two weeks before the employees begin work and must sign this Agreement as a condition of employment. The Company also must provide the employee a signed, written copy of the Agreement within 30 days after the date of termination of the employee’s employment with the Company.
PSU Grant Agreement effective March 5, 2025     Page 8 of #NUM_PAGES#


EX-10.6 7 exhibit106-formof2011omnib.htm EX-10.6 Document




XYLEM
2011 OMNIBUS INCENTIVE PLAN

2025 PERFORMANCE SHARE UNIT GRANT AGREEMENT FOR SENIOR LEADERSHIP TEAM

This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Capitalized terms that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (Amended and Restated on February 24, 2016) (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
1.Grant of Performance Share Units. The Company confirms the grant on ###GRANT_DATE### (the “Grant Date”) to the Participant, the target number of ###TOTAL_AWARDS### Performance Share Units (“PSUs”). All PSUs granted under this Agreement are intended to be Performance Based Awards. The PSUs are notional units of measurement denominated in Shares of common stock (i.e., one PSU is equivalent in value to one Share of common stock of the Company).
The PSUs represent an unfunded, unsecured right to receive Shares and dividend equivalent payments in the future if the conditions in the Plan and this Agreement are satisfied.
Nature of the Grant:
(a)The grant of the PSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of PSUs, or benefits in lieu of PSUs, even if PSUs have been granted in the past. All decisions with respect to future PSUs or other grants, if any, will be at the sole discretion of the Company;
(b)The Participant is voluntarily participating in the Plan;
(c)The PSUs and the Shares subject to the PSUs, are not part of normal or expected compensation for any purpose, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, pension or retirement or welfare benefits or similar payments;
(d)Future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(e)No claim or entitlement to compensation or damages will arise from forfeiture of the PSUs resulting from the termination of the Participant's employment; and
(f)The Company will not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to the Participant pursuant to the settlement of the PSUs or the subsequent sale of any Shares acquired upon settlement.
2.Terms and Conditions. The PSUs are subject to the following additional terms and conditions:
(a)Restrictions. Except as otherwise provided in the Plan and this Agreement, the PSUs cannot be sold, assigned, pledged, exchanged, transferred, hypothecated or encumbered, other than to the Company as a result of forfeiture.
(b)Voting and Dividend Equivalent Rights. The Participant will not have any privileges of a shareholder of the Company with respect to the PSUs, including without limitation any right to vote such Shares or to receive dividends, unless and until Shares are delivered to the Participant on the vesting of the PSUs. Dividend equivalents will be earned for each PSU that vests and the amount will equal the total dividends declared on a Share, where the record date of the dividend is between the Grant Date of this
PSU Grant Agreement effective March 5, 2025     Page 1 of #NUM_PAGES#







Award and the date a Share is issued on vesting of the PSU. Any dividend equivalents earned will be paid in cash to the Participant as and when the Shares subject to the vested PSUs are issued. No dividend equivalents will be earned or paid with respect to any portion of the PSUs that are not earned and/or do not vest. Dividend equivalents will not accrue interest.
(c)Earning of PSUs. The Participant can earn between 0% and 200% of the target number of PSUs granted under this Agreement, with vesting to be based on the achievement of a pre-set 3-year Adjusted Cumulative Earnings Per Share (“EPS”) performance target, and a 3-year Xylem Total Shareholder Return (“TSR”) relative to companies in the S&P 500 Industrial Index (Peers) pursuant to the performance scales set forth on Exhibit A, by the end of the 3-year performance period covering fiscal years 2025-2027 (the “Performance Period”). The Committee will determine and certify the results of the level of achievement against such targets and the associated number of PSUs earned as described in Exhibit A.
Vesting and Payment. Any earned PSUs will vest on March 5, 2028 (the “Vesting Date”) so long as the Participant has been actively employed by the Company or an Affiliate from the Grant Date through the Vesting Date. Active employment does not include any potential severance period or an approved leave of absence greater than 6 months.
For China-based Participants, the Company will provide a cash payment equivalent to the Fair Market Value of the shares vested as soon as practicable following the Vesting Date.
Except as provided in subsection 2(h), on vesting of the PSUs, including vesting pursuant to subsections 2(d) or 2(e), the Company will deliver to the Participant (i) one Share for each vested PSU, with any fractional Shares resulting from proration pursuant to subsection 2(d) and 2(e) to be rounded to the nearest whole Share, and (ii) an amount in cash attributable to dividend equivalents earned in accordance with subsection 2(b), less Shares withheld in accordance with subsection 2(f).
(d)Effect of Change in Control. In the event of a Change in Control prior to the end of the Performance Period, if the acquiring or surviving company in the transaction assumes or continues any then-outstanding PSUs, any unvested PSUs will be deemed to have satisfied all applicable performance targets at the target level (i.e. 100%), and will be converted to service-based restricted stock units, which will continue to vest based on the PSUs’ service-based vesting criteria until the Vesting Date.
If the Participant’s active employment with the Company or an Affiliate is terminated by the Company or an Affiliate without Cause or by the Participant for Good Reason (for applicable Participants only) within 2 years of a Change in Control, any converted and any unvested PSUs will become 100% vested on the termination date.
If the acquiring or surviving company in the transaction does not assume or continue outstanding awards under the Plan, immediately prior to the Change in Control, any unvested PSUs will become 100% vested based on deemed performance at the target level (i.e. 100%).
“Cause” means (i) the Participant’s willful and continued failure to substantially perform his, her or their duties with the Company or an Affiliate (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) or (ii) the Participant willfully engaging in conduct that demonstrably and materially injures the Company or its Affiliates, monetarily or otherwise. “Willful” means the action is done or omitted in bad faith or without reasonable belief that the action or omission was in the best interests of the Company.
“Good Reason” means, without the Participant’s express written consent (i) a reduction in annual target total cash compensation (base salary and target bonus), (ii) the assignment of any duties inconsistent in any material adverse respect with the Participant’s position, authority, duties or responsibilities, (iii) any other action by the Company or an Affiliate which results in a material diminution in such position, authority, duties or responsibilities; or (iv) the Company or an Affiliate requiring the Participant to relocate to a work location 50 miles or more from the location where the Participant was principally working immediately prior to the Change in Control. The Participant must give notice within 90 days of any Good Reason event.
Good Reason only applies to Company or Affiliate employees who are at the time of termination of employment, or were at any time during the 2 year period immediately preceding the Change in Control,
PSU Grant Agreement effective March 5, 2025     Page 2 of #NUM_PAGES#







covered by the Xylem Special Senior Executive Severance Pay Plan or the Xylem Enhanced Severance Pay Plan and will exclude an isolated, insubstantial and inadvertent action not taken in bad faith that is resolved by the Company or an Affiliate within 30 days of receiving notice.
(e)Effect of Termination of Employment. Earned PSUs will only vest if the Participant is actively employed by the Company or an Affiliate through the Vesting Date. If the Participant's active employment is terminated for any reason prior to the Vesting Date, and the termination constitutes a “separation from service” within the meaning of Section 409A of the Code and any related regulations or other effective guidance promulgated thereunder (“Section 409A”), subject to subsection 2(d), the following would apply to any unvested PSUs:
(i)Termination due to Death, Disability, or Retirement. A prorated portion (as described below) of the unvested PSUs will remain outstanding and therefore continue to be eligible to vest based on actual Company performance during the Performance Period. A prorated portion (as described below) of the earned PSUs will be paid out on the Vesting Date.
(ii)Termination other than for Death, Disability, or Retirement. All PSUs will automatically be forfeited.
“Disability” means the complete and permanent inability of the Participant to perform all duties under the terms of his, her or their employment, as determined by the Committee upon the basis of such evidence, including independent medical reports and data, as the Committee deems appropriate or necessary.
“Retirement” means the termination of the Participant's employment (either by the Company or an Affiliate, or the Participant), if, at the time of such termination, the Participant is at least age 55 and has completed 10 years of service with the Company or an Affiliate, or the Participant is age 65 or older.
Prorated Vesting. The prorated portion of the PSUs that vests on the Vesting Date following the Participant's Death, Disability or Retirement (or while Retirement Eligible) will be determined by multiplying the total number of PSUs the Participant would have earned based on actual performance by a fraction, of which the numerator is the number of months (not to exceed 36) the Participant had been continually employed since the beginning of the Performance Period until his, her or their Death, Disability or Retirement and the denominator is 36.
(f)Tax Withholding. The Company may make such provisions and take such actions as it may deem necessary for the withholding of all applicable taxes attributable to the PSUs and any related dividend equivalents. Unless the Committee determines otherwise, the minimum statutory tax withholding required to be withheld on delivery of the Shares (or such other amount that will not cause an adverse accounting consequence or cost) and payment of dividend equivalents will be satisfied by withholding a number of Shares having an aggregate Fair Market Value equal to the minimum statutory tax required to be withheld (or such other amount that will not cause an adverse accounting consequence or cost). If this withholding would result in a fractional Share being withheld, the number of Shares withheld will be rounded up to the nearest whole Share. If FICA taxes are required to be withheld while the PSUs are outstanding, the withholding will be made in a manner determined by the Company.
(g)Participant Covenants and Forfeiture and Clawback Provisions. The Participant acknowledges and agrees that the PSUs, whether previously vested or not, may be cancelled in full, and the Participant may be required to return to the Company any Shares received on settlement of vested PSUs or the net after-tax income, or the pre-tax value to the extent required by applicable law and/or the Company’s Recoupment of Incentive-Based Compensation Policy 40-05, from any disposition of any Shares received upon settlement of vested PSUs, to the extent required by applicable law and/or the Company Policy 40-05, or if the Committee, in its sole discretion, determines that the Participant:
(i)    Has engaged in any activity in violation of Company policies, including the Company’s Code of Conduct;
(ii)    Has engaged in conduct materially adverse to the best interests of the Company or its Affiliates; or
PSU Grant Agreement effective March 5, 2025     Page 3 of #NUM_PAGES#







(iii)    Uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or its Affiliates (except as required by the Participant’s work responsibilities with the Company or its Affiliates);
(iv)    Directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee or customer of the Company or its Affiliates, or encourages any employee to leave the Company or an Affiliate any time during the Participant’s employment and for 12 months after termination of his or her employment (subject to applicable restrictions included in Exhibit 1 attached hereto); or
(v)    Violates the non-competition covenant set forth in Appendix A of this Agreement (the “Non-Competition Covenant”) at any time during the Participant’s employment and for 12 months after termination of his or her employment.
The Participant agrees, understands and acknowledges that the scope and duration of the Participant obligations contained in this Agreement are reasonable and necessary to protect a legitimate, protectable interest of the Company and its Affiliates, and that the Committee, in its sole discretion, may require the Participant, as a condition to lapsing any restrictions on the Options, to acknowledge in writing that the Participant has not engaged, and is not in the process of engaging, in any of the activities described in this subsection.
The obligations in this subsection are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Participant and the Company, or otherwise applicable to the Participant, and nothing in this Agreement is intended to waive, modify, alter or amend the terms of any such other agreement. THE PARTICIPANT UNDERSTANDS THAT THIS SUBSECTION IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE AWARD IN FULL AND A RETURN TO THE COMPANY OF ANY SHARES RECEIVED ON SETTLEMENT OF VESTED PSUS OR THE NET AFTER-TAX INCOME FROM THE DISPOSITION OF ANY SHARES RECEIVED UPON SETTLEMENT OF VESTED PSUS IF THE PARTICIPANT SHOULD CHOOSE TO VIOLATE THIS PARAGRAPH DURING THE OBLIGATION PERIOD. Nothing in this Agreement prohibits the Participant from voluntarily communicating, without notice to or approval by the Company, with any federal government agency about a potential violation of a federal law or regulation.
(h)Injunctive Action. The Participant acknowledges that if the Participant violates the terms of subsection 2(g), the injury that would be suffered by the Company and/or an Affiliate as a result of a breach of the provisions of this Agreement (including any covenant described in subsection 2(g)) would be irreparable and that an award of monetary damages to the Company and/or an Affiliate for such a breach would be an inadequate remedy. Consequently, the Company and/or an Affiliate shall have the right, in addition to any other rights it may have, including the right to forfeiture and clawback under this Agreement, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Company and/or an Affiliate will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s or Affiliate’s rights under subsection 2(g) or any other remedies of the Company or an Affiliate, if the Participant breaches any covenant described in subsection 2(g), the Company will have the right to cancel this Agreement.
(i)Electronic Delivery and Acceptance. The Participant consents to electronic delivery of any Plan documents. The Participant consents to any and all procedures that the Company has established or may establish for an electronic signature system for delivery and acceptance of Plan related documents. The Participant agrees that his, her or their electronic signature is the same as, and will have the same force and effect as, his, her or their manual signature. The Participant understands and agrees that if this Agreement is not accepted within 90 days of the Grant Date, the award is forfeited in full. Participant agrees that these procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.  
(j)Right of Set-Off. If the Company in its reasonable judgment determines that the Participant owes the Company or an Affiliate any amount due to any loan, obligation or indebtedness, including amounts owed under the Company’s tax equalization program or the Company’s policies with respect to travel and business expenses, and the Participant has not satisfied these obligation(s), the Company may instruct the plan administrator to withhold and/or sell Shares acquired by the Participant on settlement of the PSUs (to the extent such PSUs are not subject to Code Section 409A), or the Company may deduct funds equal to the amount of the obligation from other funds due to the Participant from the Company to the maximum extent permitted by Code Section 409A.
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(k)Data Privacy. Participant acknowledges and consents to the collection, use, processing and transfer of personal data. Participant is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Participant’s ability to participate in the Plan. The Company holds certain personal information about Participant, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, or details of all options or performance stock units or any other entitlement to Shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). The Company and its Affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and the Company or its Affiliates may each further transfer Data to any third parties assisting the Company with the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any transfer of Data that may be required for the administration of the Plan and/or the subsequent holding of Shares of stock on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares of stock acquired pursuant to the Plan. Participant may, at any time, review Data, require any necessary amendments to it or withdraw consent in writing by contacting Participant’s designated Human Resources professional; however, withdrawing consent may affect Participant’s ability to participate in the Plan. All Data will be managed in compliance with the Company’s Data Privacy Guidelines and applicable employee notifications, which may contain more stringent requirements, but in any case will not be less stringent than this subsection 2(k). 
(l)Stock Ownership Guidelines. If the Participant is or becomes subject to the Company’s Stock Ownership Guidelines and applicable retention requirements, the Participant may be limited in selling Shares obtained upon settlement of the PSUs.
(m)Clawback Policy. If the Participant is covered by the Company’s Clawback Policy, the Participant agrees that the PSUs are subject to the Policy and may be subject to recovery (in whole or in part) by the Company. The Participant agrees that the Clawback Policy may be amended from time to time by the Committee, including amendments to comply with applicable laws, regulations or stock exchange listing requirements.  
(n)Section 409A Compliance. It is intended that the Plan and this Agreement comply with the requirements of Section 409A to the extent applicable and the Plan and this Agreement will be interpreted accordingly.
(i)If it is determined that all or a portion of the Award constitutes deferred compensation for the purposes of Section 409A, and if the Participant is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, at the time of the Participant’s separation from service, then, to the extent required under Section 409A, any Shares that would otherwise be distributed (along with the cash value of all dividend equivalents that would be payable) on the Participant’s separation from service, will instead be delivered (and, in the case of the dividend equivalents, paid) on the earlier of (x) the first business day of the seventh month following the date of the Participant’s separation from service or (y) the Participant’s death.
(ii)If it is determined that all or a portion of the Award constitutes deferred compensation for the purposes of Section 409A, upon an Change in Control that does not constitute a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” (as those terms are used in Section 409A), the PSUs will vest at the time of the Change in Control, but distribution of any PSUs (or related dividend equivalents) that constitute deferred compensation for the purposes of Section 409A will not be accelerated (i.e., distribution will occur when it would have occurred absent the Change in Control).
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(o)Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Indiana, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
(p)Consent to Jurisdiction. Each party hereby submits and consents to the exclusive jurisdiction of the state or federal courts in the State of Indiana, and, in each case, appellate courts therefrom, with respect to any suit, action or proceeding brought by any party arising under or relating to this Agreement.

By signing a copy of this Agreement, the Participant acknowledges that s/he has received a copy of the Plan and that s/he has read and understands the Plan and this Agreement and agrees to their terms and conditions.

Agreed to:                            XYLEM INC.

                            
_____________________________                _____________________________
Participant                             Matthew Pine, President and CEO
(Online Acceptance Constitutes Agreement)
Dated: _________________                    Dated: ###GRANT_DATE###
Enclosures
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Exhibit A
Performance Share Units

For the 2025-2027 performance period, the LDCC has decided that the PSUs will be granted at Target (100%) with actual payout (0%-200% of target) contingent upon the achievement of the following:
•50% based on a three-year Adjusted Cumulative EPS performance target. This will link our executives’ compensation to an important measure in building long-term value for shareholders by focusing on driving cost synergies and profitable growth.
•50% based on three-year TSR relative to S&P 500 Industrial Index (Peers). This will link our executives’ compensation to shareholder value creation.
2025-2027 Performance Targets and Payout Scale
The payout scales for performance metrics below provide for PSUs to be earned above 100% for above target performance and below 100% for below target performance. For EPS, payout is capped at 100% if 3-year compound annual growth rate (“CAGR”) is < 5%. For Relative TSR, payout is capped at 100% if Xylem’s 3-year TSR is negative.
EPS Relative TSR
3-Year Cumulative
Actual
Payout
%
3-Year
%ile Rank
Payout
%
Maximum Payout $x x%
Xth
x%
Above Plan $x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
Plan/Target $x x%
xth
x%
Below Plan $x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
$x x%
xth
x%
Threshold $x x%
xth
x%
Below Threshold <$x x%
<xth
x%

PSU Grant Agreement effective March 5, 2025     Page 7 of #NUM_PAGES#







Appendix A
Non-Competition Covenant
1.Definitions.
(i)“Competing Products” means products or services sold by the Company and/or its Affiliates1, or any prospective product or service the Company and/or its Affiliates took steps to develop, and for which the Participant had any responsibility during the 24 months preceding the termination of the Participant’s employment;
(ii)“Restricted Territory” means the geographic territory over which the Participant had responsibility during the 24 months preceding the termination of the Participant’s employment.
2.Non-Competition.
During the Participant’s employment and for 12 months after termination of the Participant’s employment, the Participant will not directly or indirectly, on behalf of the Participant or in conjunction with any other person or entity:
(i)own, invest in, or provide financing to any business that sells Competing Products in the Restricted Territory;
(ii)work in the Restricted Territory for any person or entity that sells Competing Products, in any role: (1) that is similar to any position the Participant held with the Company and its Affiliates during the 24 months preceding the termination of the Participant’s employment, (2) that is executive, leadership, managerial, or strategic in nature, or (3) that may cause the Participant to inevitably rely upon or disclose the Company’s and/or its Affiliates’ confidential or proprietary information or trade secrets.
3.Jurisdiction-and Other Specific Requirements. A Participant residing in a jurisdiction identified on Exhibit 1 will be subject to the jurisdiction-specific and other applicable requirements set forth on Exhibit 1.
4.Subsequent Employment Protocol. During the Participant’s employment and for 12 months after termination of the Participant’s employment, prior to accepting employment with any person or entity, the Participant will provide the Participant’s prospective employer with a copy of this Agreement, which includes the Participant Obligations. Additionally, at least 7 days before accepting subsequent employment, the Participant will notify the Company of the Participant’s prospective employer’s name, address and telephone number, and a description of the job duties and geographic location for which the Participant is being considered.
5.Certifications. By executing this Agreement, which includes the Participant Obligations set forth above, the Participant certifies that the Participant: (a) has not and will not use or disclose to the Company or its Affiliates any confidential information and/or trade secrets belonging to others, including the Participant’s prior employers; (b) will not use any prior inventions made by the Participant and which the Company and its Affiliates is not legally entitled to learn of or use; and (c) is not subject to any prior agreements that would prevent the Participant from fully performing the Participant’s duties for the Company and its Affiliates.



Exhibit 1
State and Other Specific Requirements
1 This term carries the same meaning as how it is defined in Xylem’s Omnibus Incentive Plan.

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COLORADO
Paragraph 2(g)(v) does not apply unless the employee who, when the covenant not to compete is signed and when it is enforced, earns at least $127,091as of 2025 (adjusted on a yearly basis). Paragraph 2(g)(iv) does not apply unless the employee who, when the covenant not to solicit is entered and when it is enforced, earns at least $76,254 as of 2025 (adjusted on a yearly basis).
DISTRICT OF COLUMBIA
Paragraph 2(g)(v) does not apply to employees earning less than $154,200 in 2024. This amount may increase each calendar year according to the Consumer Price Index for All Urban Consumers in the Washington Metropolitan Statistical Area.
GEORGIA
For employees residing in Georgia, Paragraph 2(g)(iv) shall apply in the United States, which the employee agrees is a reasonable geographic territory in which the Company and/or an Affiliate does business.
ILLINOIS
Paragraph 2(g)(v) does not apply unless the employee’s annual compensation exceeds $75,000 per year (which statutorily increases every five years). Paragraph 2(g)(iv) does not apply unless the employee’s annual compensation exceeds $45,000 per year (which statutorily increases every 5 years).
LOUISIANA
For employees who perform work in Louisiana, Paragraphs 2(g)(iv) and 2(g)(v) shall only apply in the St Tammany Parish.
MAINE
For employees residing in Maine when this Agreement is signed, Paragraphs 2(g)(iv) and 2(g)(v) do not take effect until 6 months after the Agreement is signed, or 12 months after the employee’s start of employment with the Company and/or an Affiliate for 12 months, whichever is later.
MARYLAND
Paragraph 2(g)(v) does not apply if the employee earns equal to or less than (a) $22.50 per hour; or (b) $46,800 annually, in 2025.
MASSACHUSETTS
For employees working in Massachusetts, Paragraph 2(o) of the Agreement will not apply. Further, if the Company chooses to enforce the non-competition provisions set forth in Paragraph 2(g)(v) of the Agreement, then the Company will continue to pay the employee at least 50% of the employee’s highest base salary that the employee earned at the Company or an Affiliate (as applicable) in the 2 years before the end of employee’s employment. The Company will pay this amount for 12 months following the employee’s termination. The restriction set forth in Paragraph 2(g)(v) of the Agreement will not apply if the employee is involuntarily terminated without cause.
NEVADA
Paragraph 2(g)(v) does not apply if the employee is paid solely on an hourly wage basis, exclusive of any tips or gratuities.
PSU Grant Agreement effective March 5, 2025     Page 9 of #NUM_PAGES#







NEW HAMPSHIRE
Paragraph 2(g)(v) does not apply if the employee earns an hourly rate less than or equal to 200 percent of the federal minimum wage.
NORTH DAKOTA
For employees residing in North Dakota at the time of execution of this Agreement (including the Participant Obligations incorporated herein), Paragraphs 2(g)(iv) and 2(g)(v) will not apply.
OKLAHOMA
For employees residing in Oklahoma at the time of execution of this Agreement (including the Participant Obligations incorporated herein), Paragraph 2(g)(v) will not apply and Paragraph 2(g)(iv) will only apply to the extent that Paragraph prohibits the employee from directly soliciting the sale of goods, services or a combination of goods and services from the established customers of the Company and/or its Affiliates.
OREGON
For employees residing in Oregon when they sign this Agreement (including the Participant Obligations incorporated herein), the Company shall provide a copy of a signed, written copy of the Agreement (including the Participant Obligations incorporated herein) within 30 days after the date of termination of the employee’s employment with the Company or its Affiliate, as applicable. Paragraph 2(g)(v) shall only apply if the total amount of the employee's annual compensation, at the time of the employee's termination, exceeds $116,427 in 2025, adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items).
VIRGINIA
Paragraph 2(g)(v) does not apply if an employee’s average weekly earnings are less than the average weekly wage of the Commonwealth as determined pursuant to subsection B of § 65.2-500.
WASHINGTON
For employees residing in Washington, Paragraph 2(o) will not apply. Further, if an employee is terminated as the result of a layoff, and the Company chooses to enforce the non-competition provisions set forth in Paragraph 2(g)(v) of the Agreement, then the Company or its Affiliate, as applicable, will continue to pay the Employee’s base salary for twelve months following the layoff , less any earnings the employee has received from the employee’s then-current employer. Paragraph 2(g)(v) shall only apply if the employee’s earnings, when annualized, exceed $123,394 per year in 2025, to be adjusted for inflation.


PSU Grant Agreement effective March 5, 2025     Page 10 of #NUM_PAGES#


EX-10.7 8 exhibit107-formof2011omnib.htm EX-10.7 Document

XYLEM
2011 OMNIBUS INCENTIVE PLAN

“[YEAR]” RESTRICTED STOCK UNIT GRANT AGREEMENT

This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Capitalized terms that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
1.Grant of Restricted Stock Units. The Company hereby confirms the grant on ###GRANT_DATE### (the “Grant Date”) to the Participant of ###TOTAL_AWARDS### Restricted Stock Units (“RSUs”). The RSUs are notional units of measurement denominated in Shares of common stock (i.e., one RSU is equivalent in value to one Share of common stock of the Company).
The RSUs represent an unfunded, unsecured right to receive Shares and dividend equivalent payments in the future if the conditions in the Plan and this Agreement are satisfied.
Nature of the Grant:
(a)The grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past. All decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
(b)The Participant is voluntarily participating in the Plan;
(c)The RSUs and the Shares subject to the RSUs, are not part of normal or expected compensation for any purpose, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, pension or retirement or welfare benefits or similar payments;
(d)Future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(e)No claim or entitlement to compensation or damages will arise from forfeiture of the RSUs resulting from the termination of the Participant's employment; and
(f)The Company will not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
2.Terms and Conditions. It is understood and agreed that the RSUs are subject to the following terms and conditions:
(a)Restrictions. Except as otherwise provided in the Plan and this Agreement, neither this Award nor any RSUs subject to this Award may be sold, assigned, pledged, exchanged, transferred, hypothecated or encumbered, other than to the Company as a result of forfeiture of the RSUs.
(b)Voting and Dividend Equivalent Rights. The Participant will not have any privileges of a shareholder of the Company with respect to the RSUs or any Shares that may be delivered under this Agreement, including without limitation any right to vote the Shares or to receive dividends, unless and until the Shares are delivered on vesting of the RSUs. Dividend equivalents will be earned with respect to each RSU that vests and the amount will be equal to the total dividends declared on a Share, where the record
RSU Grant Agreement effective March 5, 2025 Page 1 of #NUM_PAGES#




date of the dividend is between the Grant Date of this Award and the date a Share is issued on vesting of the RSU. Any dividend equivalents earned will be paid in cash to the Participant when the Shares subject to the vested RSUs are issued. No dividend equivalents will be earned or paid with respect to any portion of the RSUs that do not vest. Dividend equivalents will not accrue interest.
(c)Vesting and Payment. RSUs will vest as long as the Participant has been actively employed by the Company or an Affiliate from the Grant Date through the vesting date. Active employment does not include any potential severance period or an approved leave of absence greater than 6 months. The RSUs will vest in 3 installments as follows:
###VEST_SCHEDULE_TABLE###
Except as provided in subsection 2(i), on vesting of the RSUs, including vesting pursuant to subsections 2(d) or 2(e), the Company will deliver to the Participant (i) one Share for each vested RSU, with any fractional Shares resulting from proration pursuant to subsection 2(e), if applicable, to be rounded to the nearest whole Share, and (ii) an amount in cash attributable to dividend equivalents earned in accordance with subsection 2(b), less Shares withheld in accordance with subsection 2(f).
For China-based Participants, the Company will provide a cash payment equivalent to the Fair Market Value of the shares vested as soon as practicable following the Vesting Date.
(d)Effect of Change in Control. In the event of a Change in Control prior to the end of the vesting date, if the acquiring or surviving company in the transaction assumes or continues any then-outstanding RSUs under the Plan, any unvested RSUs will continue to vest based on the RSUs’ service-based vesting criteria until the vesting date.
If the Participant’s active employment with the Company or an Affiliate is terminated by the Company or an Affiliate without Cause or by the Participant for Good Reason (for applicable Participants only) within 2 years of a Change in Control, any assumed unvested RSUs will become 100% vested on the termination date.
If the acquiring or surviving company in the transaction does not assume or continue outstanding awards under the Plan, immediately prior to the Change in Control any unvested RSUs will become 100% vested.
“Cause” means (i) the Participant’s willful and continued failure to substantially perform his, her or their duties with the Company or an Affiliate (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) or (ii) the Participant willfully engaging in conduct that demonstrably and materially injures the Company or its Affiliates, monetarily or otherwise. “Willful” means the action is done or omitted in bad faith or without reasonable belief that the action or omission was in the best interests of the Company.
“Good Reason” means, without the Participant’s express written consent (i) a reduction in annual target total cash compensation (base salary and target bonus), (ii) the assignment of any duties inconsistent in any material adverse respect with the Participant’s position, authority, duties or responsibilities, (iii) any other action by the Company or an Affiliate which results in a material diminution in such position, authority, duties or responsibilities; or (iv) the Company or an Affiliate requiring the Participant to relocate to a work location 50 miles or more from the location where the Participant was principally working immediately prior to the Change in Control. The Participant must give notice within 90 days of any Good Reason event.
Good Reason only applies to Company or Affiliate employees who are at the time of termination of employment, or were at any time during the 2 year period immediately preceding the Change in Control, covered by the Xylem Special Senior Executive Severance Pay Plan or the Xylem Enhanced Severance Pay Plan and will exclude an isolated, insubstantial and inadvertent action not taken in bad faith that is resolved by the Company or an Affiliate within 30 days of receiving notice.
(e)Effect of Termination of Employment. RSUs will only vest if the Participant is actively employed by the Company or an Affiliate prior to the vesting date. If the Participant's active employment with the Company or an Affiliate is terminated for any reason prior to the vesting date, and the termination constitutes a “separation from service” within the meaning of Section 409A of the Code and any related regulations or other effective guidance promulgated thereunder (“Section 409A”), subject to subsection
RSU Grant Agreement effective March 5, 2025 Page 2 of #NUM_PAGES#




2(d), the following would apply to any unvested RSUs on the date of the Participant’s termination of employment:
(i)Termination due to Death or Disability. Any unvested RSUs will immediately become 100% vested.
(ii)Termination due to Retirement or while Retirement Eligible. A prorated portion (as described below) of unvested RSUs with a vesting date within 12 months of termination shall immediately vest on the Participant’s termination of employment. All other unvested RSUs will automatically be forfeited.
(iii)Termination other than for Death, Disability and Retirement. All unvested RSUs will automatically be forfeited.
“Disability” means the complete and permanent inability of the Participant to perform all duties under the terms of his, her or their employment, as determined by the Committee upon the basis of such evidence, including independent medical reports and data, as the Committee deems appropriate or necessary.
“Retirement” means the termination of the Participant's employment (either by the Company or an Affiliate, or the Participant), if, at the time of such termination, the Participant is at least age 55 and has completed 10 years of service with the Company or an Affiliate, or the Participant is age 65 or older.
Prorated Vesting Upon Retirement. The prorated portion of the RSUs that vests upon the Participant’s termination of employment due to the Participant's Retirement will be determined by multiplying the total number of unvested RSUs with vesting date within 12 months of termination by a fraction, of which the numerator is the number of full months (not to exceed 12) the Participant has been continually employed since the most recent Vest Period Start Date, and the denominator is 12. For this purpose, full months of employment shall be based on monthly anniversaries of the Vest Period Start Date, not calendar months.
(f)Tax Withholding. The Company may make such provisions and take such actions as it may deem necessary for the withholding of all applicable taxes attributable to the RSUs and any related dividend equivalents. Unless the Committee determines otherwise, the minimum statutory tax withholding required to be withheld upon delivery of the Shares (or such other amount that will not cause an adverse accounting consequence or cost) and payment of dividend equivalents will be satisfied by withholding a number of Shares having an aggregate Fair Market Value equal to the minimum statutory tax required to be withheld (or such other amount that will not cause an adverse accounting consequence or cost). If this withholding would result in a fractional Share being withheld, the number of Shares withheld will be rounded up to the nearest whole Share. If FICA taxes are required to be withheld while the RSUs are outstanding, the withholding will be made in a manner determined by the Company.
(g)Participant Covenants and Forfeiture and Clawback Provisions. The Participant acknowledges and agrees that the RSUs, whether previously vested or not, may be cancelled in full, and the Participant may be required to return to the Company any Shares received on settlement of vested RSUs or the net after-tax income, or the pre-tax value to the extent required by applicable law and/or the Company’s Recoupment of Incentive-Based Compensation Policy 40-05, from the disposition of any Shares received upon settlement of vested RSUs, to the extent required by applicable law and/or the Company Policy 40-05, or if the Committee, in its sole discretion, determines that the Participant:
(i)Has engaged in any activity in violation of Company policies, including the Company’s Code of Conduct;
(ii)Has engaged in conduct materially adverse to the best interests of the Company or its Affiliates; or
(iii)Uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or its Affiliates (except as required by the Participant’s work responsibilities with the Company or its Affiliates); or
(iv)Directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee or customer of the Company or its Affiliates, or encourages any employee to leave the Company or an Affiliate any time during the Participant’s employment and for 12 months after termination of his or her employment (subject to applicable restrictions included in Exhibit 1 attached hereto).
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The Participant agrees, understands and acknowledges that the scope and duration of the Participant obligations contained in this Agreement are reasonable and necessary to protect a legitimate, protectable interest of the Company and its Affiliates, and that the Committee, in its sole discretion, may require the Participant, as a condition to lapsing any restrictions on the RSUs, to acknowledge in writing that the Participant has not engaged, and is not in the process of engaging, in any of the activities described in this subsection.
The obligations in this subsection are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Participant and the Company, or otherwise applicable to the Participant, and nothing in this Agreement is intended to waive, modify, alter or amend the terms of any such other agreement. THE PARTICIPANT UNDERSTANDS THAT THIS SUBSECTION IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE AWARDS IN FULL AND A RETURN TO THE COMPANY OF ANY SHARES RECEIVED UPON SETTLEMENT OF VESTED RSUS OR THE NET AFTER-TAX INCOME FROM THE DISPOSITION OF ANY SHARES RECEIVED UPON SETTLEMENT OF VESTED RSUS IF THE PARTICIPANT SHOULD CHOOSE TO VIOLATE THIS SUBSECTION DURING THE OBLIGATION PERIOD. Nothing in this Agreement prohibits the Participant from voluntarily communicating, without notice to or approval by the Company, with any federal government agency about a potential violation of a federal law or regulation.
(h)Injunctive Action. The Participant acknowledges that if the Participant violates the terms of subsection 2(g), the injury that would be suffered by the Company and/or an Affiliate as a result of a breach of the provisions of this Agreement (including any covenant described in subsection 2(g)) would be irreparable and that an award of monetary damages to the Company and/or an Affiliate for such a breach would be an inadequate remedy. Consequently, the Company and/or an Affiliate shall have the right, in addition to any other rights it may have, including the right to forfeiture and clawback under this Agreement, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Company and/or an Affiliate will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s or Affiliate’s rights under subsection 2(g) or any other remedies of the Company or an Affiliate, if the Participant breaches any covenant described in subsection 2(g), the Company will have the right to cancel this Agreement.
(i)Electronic Delivery and Acceptance. The Participant consents to electronic delivery of any Plan documents. The Participant consents to any and all procedures that the Company has established or may establish for an electronic signature system for delivery and acceptance of Plan related documents. The Participant agrees that his, her or their electronic signature is the same as, and will have the same force and effect as, his, her or their manual signature. The Participant understands and agrees that if this Agreement is not accepted within 90 days of the Grant Date, the award is forfeited in full. Participant agrees that these procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.  
(j)Right of Set-Off. If the Company in its reasonable judgment determines that the Participant owes the Company or an Affiliate any amount due to any loan, obligation or indebtedness, including amounts owed under the Company’s tax equalization program or the Company’s policies with respect to travel and business expenses, and the Participant has not satisfied these obligation(s), the Company may instruct the plan administrator to withhold and/or sell Shares acquired by the Participant on settlement of the RSUs (to the extent such RSUs are not subject to Code Section 409A), or the Company may deduct funds equal to the amount of the obligation from other funds due to the Participant from the Company to the maximum extent permitted by Code Section 409A.
(k)Data Privacy. Participant acknowledges and consents to the collection, use, processing and transfer of personal data. Participant is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Participant’s ability to participate in the Plan. The Company holds certain personal information about Participant, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, or details of all options or performance stock units or any other entitlement to Shares of stock awarded, canceled, purchased,
RSU Grant Agreement effective March 5, 2025 Page 4 of #NUM_PAGES# vested, or unvested, for the purpose of managing and administering the Plan (“Data”).




The Company and its Affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and the Company or its Affiliates may each further transfer Data to any third parties assisting the Company with the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any transfer of Data that may be required for the administration of the Plan and/or the subsequent holding of Shares of stock on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares of stock acquired pursuant to the Plan. Participant may, at any time, review Data, require any necessary amendments to it or withdraw this consent in writing by contacting Participant’s designated Human Resources professional; however, withdrawing consent may affect Participant’s ability to participate in the Plan. All Data will be managed in compliance with the Company’s Data Privacy Guidelines and applicable employee notifications, which may contain more stringent requirements, but in any case will not be less stringent than this subsection 2(k).
(l)Stock Ownership Guidelines. If the Participant is or becomes subject to the Company’s Stock Ownership Guidelines and applicable retention requirements, the Participant may be limited in selling Shares obtained upon settlement of the RSUs.
(m)Clawback Policy. If the Participant is covered by the Company’s Clawback Policy, the Participant agrees that the RSUs are subject to the Policy and may be subject to recovery (in whole or in part) by the Company. The Participant agrees that the Clawback Policy may be amended from time to time by the Committee, including amendments to comply with applicable laws, regulations or stock exchange listing requirements.  
(n)Section 409A Compliance. It is intended that the Plan and this Agreement comply with the requirements of Section 409A to the extent applicable, and the Plan and this Agreement shall be interpreted accordingly.
(i)If it is determined that all or a portion of the Award constitutes deferred compensation for the purposes of Section 409A, and if the Participant is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, at the time of the Participant ’s separation from service, then, to the extent required under Section 409A, any Shares that would otherwise be distributed (along with the cash value of all dividend equivalents that would be payable) upon the Participant ’s separation from service, shall instead be delivered (and, in the case of the dividend equivalents, paid) on the earlier of (x) the first business day of the seventh month following the date of the Participant ’s separation from service or (y) the Participant ’s death.
(ii)If it is determined that all or a portion of the Award constitutes deferred compensation for the purposes of Section 409A, upon an Change in Control that does not constitute a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” (as those terms are used in Section 409A), the RSUs will vest at the time of the Change in Control, but distribution of any RSUs (or related dividend equivalents) that constitute deferred compensation for the purposes of Section 409A will not be accelerated (i.e., distribution will occur when it would have occurred absent the Change in Control).
(o)Governing Law. This Agreement is governed and construed in accordance with the laws of the State of Indiana, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
(p)Consent to Jurisdiction. Each party hereby submits and consents to the exclusive jurisdiction of the state or federal courts in the State of Indiana, and, in each case, appellate courts therefrom, with respect to any suit, action or proceeding brought by any party arising under or relating to this Agreement.

By signing a copy of this Agreement, the Participant acknowledges that s/he has received a copy of the Plan and that s/he has read and understands the Plan and this Agreement and agrees to their terms and conditions.
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Agreed to:                            XYLEM INC.
                                
_____________________________                _____________________________
Participant                             Matthew Pine, President and CEO

(Online Acceptance Constitutes Agreement)

Dated: _________________                    Dated: ###GRANT_DATE###

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EXHIBIT 1
STATE AND OTHER SPECIFIC REQUIREMENTS ADDENDUM
CALIFORNIA
For employees residing in California at the time of execution of this Agreement, Paragraphs 2(g)(iv) and Paragraph 2(o) will not apply.
COLORADO
Paragraph 2(g)(iv) does not apply unless the employee who, when the covenant not to solicit is entered and when it is enforced, earns at least $76,254 as of 2025 (adjusted on a yearly basis).
GEORGIA
For employees residing in Georgia, Paragraph 2(g)(iv) shall apply in the United States, which the employee agrees is a reasonable geographic territory in which the Company does business.
ILLINOIS
Paragraph 2(g)(iv) does not apply unless the employee’s actual or expected rate of earnings exceeds $45,000 per year (which statutorily increases every five years).
LOUISIANA
For employees who perform work in Louisiana, Paragraph 2(g)(iv) shall only apply in the St Tammany Parish.
NORTH DAKOTA
For employees residing in North Dakota at the time of execution of this Agreement, Paragraph 2(g)(iv) will not apply.
OKLAHOMA
For employees residing in Oklahoma at the time of execution of this Agreement, Paragraph 2(g)(iv) will only apply to the extent it prohibits the Employee from directly soliciting the sale of goods, services or a combination of goods and services from the established customers of the Company.
OREGON
For employees residing in Oregon at the time of execution of this Agreement, the Company shall provide a copy of this Agreement to the employees at least two weeks before the employees begin work and must sign this Agreement as a condition of employment. The Company also must provide the employee a signed, written copy of the Agreement within 30 days after the date of termination of the employee’s employment with the Company.


RSU Grant Agreement effective March 5, 2025 Page 7 of #NUM_PAGES#


EX-10.8 9 exhibit108-formof2011omnib.htm EX-10.8 Document

XYLEM
2011 OMNIBUS INCENTIVE PLAN

“[YEAR]” RESTRICTED STOCK UNIT GRANT AGREEMENT FOR SENIOR LEADERSHIP TEAM

This Agreement (the “Agreement”) between Xylem Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant”) is effective as of ###GRANT_DATE###. Capitalized terms that are not defined in this Agreement are defined in the Company’s 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) (the “Plan”). This Agreement is only being provided in English. The Participant is an employee of the Company or an Affiliate. In recognition of the Participant’s valued services, the Company, through the Leadership Development and Compensation Committee of its Board of Directors (the “Committee”), is providing the Participant an inducement to remain employed and an incentive for increased efforts while employed. In consideration of the terms and conditions in this Agreement, the parties agree as follows:
1.Grant of Restricted Stock Units. The Company hereby confirms the grant on ###GRANT_DATE### (the “Grant Date”) to the Participant of ###TOTAL_AWARDS### Restricted Stock Units (“RSUs”). The RSUs are notional units of measurement denominated in Shares of common stock (i.e., one RSU is equivalent in value to one Share of common stock of the Company).
The RSUs represent an unfunded, unsecured right to receive Shares and dividend equivalent payments in the future if the conditions in the Plan and this Agreement are satisfied.
Nature of the Grant:
(a)The grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past. All decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
(b)The Participant is voluntarily participating in the Plan;
(c)The RSUs and the Shares subject to the RSUs, are not part of normal or expected compensation for any purpose, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, pension or retirement or welfare benefits or similar payments;
(d)Future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(e)No claim or entitlement to compensation or damages will arise from forfeiture of the RSUs resulting from the termination of the Participant's employment; and
(f)The Company will not be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
2.Terms and Conditions. It is understood and agreed that the RSUs are subject to the following terms and conditions:
(a)Restrictions. Except as otherwise provided in the Plan and this Agreement, neither this Award nor any RSUs subject to this Award may be sold, assigned, pledged, exchanged, transferred, hypothecated or encumbered, other than to the Company as a result of forfeiture of the RSUs.
(b)Voting and Dividend Equivalent Rights. The Participant will not have any privileges of a shareholder of the Company with respect to the RSUs or any Shares that may be delivered under this Agreement, including without limitation any right to vote the Shares or to receive dividends, unless and until the Shares are delivered on vesting of the RSUs. Dividend equivalents will be earned with respect to each RSU that vests and the amount will be equal to the total dividends declared on a Share, where the record
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date of the dividend is between the Grant Date of this Award and the date a Share is issued on vesting of the RSU. Any dividend equivalents earned will be paid in cash to the Participant when the Shares subject to the vested RSUs are issued. No dividend equivalents will be earned or paid with respect to any portion of the RSUs that do not vest. Dividend equivalents will not accrue interest.
(c)Vesting and Payment. RSUs will vest as long as the Participant has been actively employed by the Company or an Affiliate from the Grant Date through the vesting date. Active employment does not include any potential severance period or an approved leave of absence greater than 6 months. The RSUs will vest in 3 installments as follows:
###VEST_SCHEDULE_TABLE###
Except as provided in subsection 2(i), on vesting of the RSUs, including vesting pursuant to subsections 2(d) or 2(e), the Company will deliver to the Participant (i) one Share for each vested RSU, with any fractional Shares resulting from proration pursuant to subsection 2(e), if applicable, to be rounded to the nearest whole Share, and (ii) an amount in cash attributable to dividend equivalents earned in accordance with subsection 2(b), less Shares withheld in accordance with subsection 2(f).
For China-based Participants, the Company will provide a cash payment equivalent to the Fair Market Value of the shares vested as soon as practicable following the Vesting Date.
(d)Effect of Change in Control. In the event of a Change in Control prior to the end of the vesting date, if the acquiring or surviving company in the transaction assumes or continues any then-outstanding RSUs under the Plan, any unvested RSUs will continue to vest based on the RSUs’ service-based vesting criteria until the vesting date.
If the Participant’s active employment with the Company or an Affiliate is terminated by the Company or an Affiliate without Cause or by the Participant for Good Reason (for applicable Participants only) within 2 years of a Change in Control, any assumed unvested RSUs will become 100% vested on the termination date.
If the acquiring or surviving company in the transaction does not assume or continue outstanding awards under the Plan, immediately prior to the Change in Control any unvested RSUs will become 100% vested.
“Cause” means (i) the Participant’s willful and continued failure to substantially perform his, her or their duties with the Company or an Affiliate (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) or (ii) the Participant willfully engaging in conduct that demonstrably and materially injures the Company or its Affiliates, monetarily or otherwise. “Willful” means the action is done or omitted in bad faith or without reasonable belief that the action or omission was in the best interests of the Company.
“Good Reason” means, without the Participant’s express written consent (i) a reduction in annual target total cash compensation (base salary and target bonus), (ii) the assignment of any duties inconsistent in any material adverse respect with the Participant’s position, authority, duties or responsibilities, (iii) any other action by the Company or an Affiliate which results in a material diminution in such position, authority, duties or responsibilities; or (iv) the Company or an Affiliate requiring the Participant to relocate to a work location 50 miles or more from the location where the Participant was principally working immediately prior to the Change in Control. The Participant must give notice within 90 days of any Good Reason event.
Good Reason only applies to Company or Affiliate employees who are at the time of termination of employment, or were at any time during the 2 year period immediately preceding the Change in Control, covered by the Xylem Special Senior Executive Severance Pay Plan or the Xylem Enhanced Severance Pay Plan and will exclude an isolated, insubstantial and inadvertent action not taken in bad faith that is resolved by the Company or an Affiliate within 30 days of receiving notice.
(e)Effect of Termination of Employment. RSUs will only vest if the Participant is actively employed by the Company or an Affiliate prior to the vesting date. If the Participant's active employment with the Company or an Affiliate is terminated for any reason prior to the vesting date, and the termination constitutes a “separation from service” within the meaning of Section 409A of the Code and any related regulations or other effective guidance promulgated thereunder (“Section 409A”), subject to subsection
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2(d), the following would apply to any unvested RSUs on the date of the Participant’s termination of employment:
(i)Termination due to Death or Disability. Any unvested RSUs will immediately become 100% vested.
(ii)Termination due to Retirement or while Retirement Eligible. A prorated portion (as described below) of unvested RSUs with a vesting date within 12 months of termination shall immediately vest on the Participant’s termination of employment. All other unvested RSUs will automatically be forfeited.
(iii)Termination other than for Death, Disability and Retirement. All unvested RSUs will automatically be forfeited.
“Disability” means the complete and permanent inability of the Participant to perform all duties under the terms of his, her or their employment, as determined by the Committee upon the basis of such evidence, including independent medical reports and data, as the Committee deems appropriate or necessary.
“Retirement” means the termination of the Participant's employment (either by the Company or an Affiliate, or the Participant), if, at the time of such termination, the Participant is at least age 55 and has completed 10 years of service with the Company or an Affiliate, or the Participant is age 65 or older.
Prorated Vesting Upon Retirement. The prorated portion of the RSUs that vests upon the Participant’s termination of employment due to the Participant's Retirement will be determined by multiplying the total number of unvested RSUs with vesting date within 12 months of termination by a fraction, of which the numerator is the number of full months (not to exceed 12) the Participant has been continually employed since the most recent Vest Period Start Date, and the denominator is 12. For this purpose, full months of employment shall be based on monthly anniversaries of the Vest Period Start Date, not calendar months.
(f)Tax Withholding. The Company may make such provisions and take such actions as it may deem necessary for the withholding of all applicable taxes attributable to the RSUs and any related dividend equivalents. Unless the Committee determines otherwise, the minimum statutory tax withholding required to be withheld upon delivery of the Shares (or such other amount that will not cause an adverse accounting consequence or cost) and payment of dividend equivalents will be satisfied by withholding a number of Shares having an aggregate Fair Market Value equal to the minimum statutory tax required to be withheld (or such other amount that will not cause an adverse accounting consequence or cost). If this withholding would result in a fractional Share being withheld, the number of Shares withheld will be rounded up to the nearest whole Share. If FICA taxes are required to be withheld while the RSUs are outstanding, the withholding will be made in a manner determined by the Company.
(g)Participant Covenants and Forfeiture and Clawback Provisions. The Participant acknowledges and agrees that the RSUs, whether previously vested or not, may be cancelled in full, and the Participant may be required to return to the Company any Shares received on settlement of vested RSUs or the net after-tax income, or the pre-tax value to the extent required by applicable law and/or the Company’s Recoupment of Incentive-Based Compensation Policy 40-05, from the disposition of any Shares received upon settlement of vested RSUs, to the extent required by applicable law and/or the Company Policy 40-05, or if the Committee, in its sole discretion, determines that the Participant:
(i)Has engaged in any activity in violation of Company policies, including the Company’s Code of Conduct;
(ii)Has engaged in conduct materially adverse to the best interests of the Company or its Affiliates; or
(iii)Uses, discloses, misappropriates or transfers confidential or proprietary information concerning the Company or its Affiliates (except as required by the Participant’s work responsibilities with the Company or its Affiliates);
(iv)Directly or indirectly, hires or solicits or arranges for the hiring or solicitation of any employee or customer of the Company or its Affiliates, or encourages any employee to leave the Company or an Affiliate any time during the Participant’s employment and for 12 months after termination of his or her employment (subject to applicable restrictions included in Exhibit 1 attached hereto); or
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(v)Violates the non-competition covenant set forth in Appendix A of this Agreement (the “Non-Competition Covenant”) at any time during the Participant’s employment and for 12 months after termination of his or her employment.
The Participant agrees, understands and acknowledges that the scope and duration of the Participant obligations contained in this Agreement are reasonable and necessary to protect a legitimate, protectable interest of the Company and its Affiliates, and that the Committee, in its sole discretion, may require the Participant, as a condition to lapsing any restrictions on the RSUs, to acknowledge in writing that the Participant has not engaged, and is not in the process of engaging, in any of the activities described in this subsection.
The obligations in this subsection are in addition to any other agreements related to non-competition, non-solicitation and preservation of Company confidential and proprietary information entered into between the Participant and the Company, or otherwise applicable to the Participant, and nothing in this Agreement is intended to waive, modify, alter or amend the terms of any such other agreement. THE PARTICIPANT UNDERSTANDS THAT THIS SUBSECTION IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE AWARDS IN FULL AND A RETURN TO THE COMPANY OF ANY SHARES RECEIVED UPON SETTLEMENT OF VESTED RSUS OR THE NET AFTER-TAX INCOME FROM THE DISPOSITION OF ANY SHARES RECEIVED UPON SETTLEMENT OF VESTED RSUS IF THE PARTICIPANT SHOULD CHOOSE TO VIOLATE THIS SUBSECTION DURING THE OBLIGATION PERIOD. Nothing in this Agreement prohibits the Participant from voluntarily communicating, without notice to or approval by the Company, with any federal government agency about a potential violation of a federal law or regulation.
(h)Injunctive Action. The Participant acknowledges that if the Participant violates the terms of subsection 2(g), the injury that would be suffered by the Company and/or an Affiliate as a result of a breach of the provisions of this Agreement (including any covenant described in subsection 2(g)) would be irreparable and that an award of monetary damages to the Company and/or an Affiliate for such a breach would be an inadequate remedy. Consequently, the Company and/or an Affiliate shall have the right, in addition to any other rights it may have, including the right to forfeiture and clawback under this Agreement, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Company and/or an Affiliate will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s or Affiliate’s rights under subsection 2(g) or any other remedies of the Company or an Affiliate, if the Participant breaches any covenant described in subsection 2(g), the Company will have the right to cancel this Agreement.
(i)Electronic Delivery and Acceptance. The Participant consents to electronic delivery of any Plan documents. The Participant consents to any and all procedures that the Company has established or may establish for an electronic signature system for delivery and acceptance of Plan related documents. The Participant agrees that his, her or their electronic signature is the same as, and will have the same force and effect as, his, her or their manual signature. The Participant understands and agrees that if this Agreement is not accepted within 90 days of the Grant Date, the award is forfeited in full. Participant agrees that these procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.  
(j)Right of Set-Off. If the Company in its reasonable judgment determines that the Participant owes the Company or an Affiliate any amount due to any loan, obligation or indebtedness, including amounts owed under the Company’s tax equalization program or the Company’s policies with respect to travel and business expenses, and the Participant has not satisfied these obligation(s), the Company may instruct the plan administrator to withhold and/or sell Shares acquired by the Participant on settlement of the RSUs (to the extent such RSUs are not subject to Code Section 409A), or the Company may deduct funds equal to the amount of the obligation from other funds due to the Participant from the Company to the maximum extent permitted by Code Section 409A.
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(k)Data Privacy. Participant acknowledges and consents to the collection, use, processing and transfer of personal data. Participant is not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect Participant’s ability to participate in the Plan. The Company holds certain personal information about Participant, that may include his/her name, home address and telephone number, date of birth, social security number or other employee identification number, salary grade, hire data, salary, nationality, job title, or details of all options or performance stock units or any other entitlement to Shares of stock awarded, canceled, purchased, vested, or unvested, for the purpose of managing and administering the Plan (“Data”). The Company and its Affiliates will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of Participant’s participation in the Plan, and the Company or its Affiliates may each further transfer Data to any third parties assisting the Company with the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing participation in the Plan, including any transfer of Data that may be required for the administration of the Plan and/or the subsequent holding of Shares of stock on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares of stock acquired pursuant to the Plan. Participant may, at any time, review Data, require any necessary amendments to it or withdraw this consent in writing by contacting Participant’s designated Human Resources professional; however, withdrawing consent may affect Participant’s ability to participate in the Plan. All Data will be managed in compliance with the Company’s Data Privacy Guidelines and applicable employee notifications, which may contain more stringent requirements, but in any case will not be less stringent than this subsection 2(k).
(l)Stock Ownership Guidelines. If the Participant is or becomes subject to the Company’s Stock Ownership Guidelines and applicable retention requirements, the Participant may be limited in selling Shares obtained upon settlement of the RSUs.
(m)Clawback Policy. If the Participant is covered by the Company’s Clawback Policy, the Participant agrees that the RSUs are subject to the Policy and may be subject to recovery (in whole or in part) by the Company. The Participant agrees that the Clawback Policy may be amended from time to time by the Committee, including amendments to comply with applicable laws, regulations or stock exchange listing requirements.  
(n)Section 409A Compliance. It is intended that the Plan and this Agreement comply with the requirements of Section 409A to the extent applicable, and the Plan and this Agreement shall be interpreted accordingly.
(i)If it is determined that all or a portion of the Award constitutes deferred compensation for the purposes of Section 409A, and if the Participant is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, at the time of the Participant ’s separation from service, then, to the extent required under Section 409A, any Shares that would otherwise be distributed (along with the cash value of all dividend equivalents that would be payable) upon the Participant ’s separation from service, shall instead be delivered (and, in the case of the dividend equivalents, paid) on the earlier of (x) the first business day of the seventh month following the date of the Participant ’s separation from service or (y) the Participant ’s death.
(ii)If it is determined that all or a portion of the Award constitutes deferred compensation for the purposes of Section 409A, upon an Change in Control that does not constitute a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” (as those terms are used in Section 409A), the RSUs will vest at the time of the Change in Control, but distribution of any RSUs (or related dividend equivalents) that constitute deferred compensation for the purposes of Section 409A will not be accelerated (i.e., distribution will occur when it would have occurred absent the Change in Control).
(o)Governing Law. This Agreement is governed and construed in accordance with the laws of the State of Indiana, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
RSU Grant Agreement effective March 5, 2025 Page 5 of #NUM_PAGES#




(p)Consent to Jurisdiction. Each party hereby submits and consents to the exclusive jurisdiction of the state or federal courts in the State of Indiana, and, in each case, appellate courts therefrom, with respect to any suit, action or proceeding brought by any party arising under or relating to this Agreement.

By signing a copy of this Agreement, the Participant acknowledges that s/he has received a copy of the Plan and that s/he has read and understands the Plan and this Agreement and agrees to their terms and conditions.

Agreed to:                            XYLEM INC.
                                
_____________________________                _____________________________
Participant                             Matthew Pine, President and CEO

(Online Acceptance Constitutes Agreement)

Dated: _________________                    Dated: ###GRANT_DATE###

RSU Grant Agreement effective March 5, 2025 Page 6 of #NUM_PAGES#





Appendix A
Non-Competition Covenant
1.Definitions.
(i)“Competing Products” means products or services sold by the Company and/or its Affiliates1, or any prospective product or service the Company and/or its Affiliates took steps to develop, and for which the Participant had any responsibility during the 24 months preceding the termination of the Participant’s employment;
(ii)“Restricted Territory” means the geographic territory over which the Participant had responsibility during the 24 months preceding the termination of the Participant’s employment.
2.Non-Competition.
During the Participant’s employment and for 12 months after termination of the Participant’s employment, the Participant will not directly or indirectly, on behalf of the Participant or in conjunction with any other person or entity:
(i)own, invest in, or provide financing to any business that sells Competing Products in the Restricted Territory;
(ii)work in the Restricted Territory for any person or entity that sells Competing Products, in any role: (1) that is similar to any position the Participant held with the Company and its Affiliates during the 24 months preceding the termination of the Participant’s employment, (2) that is executive, leadership, managerial, or strategic in nature, or (3) that may cause the Participant to inevitably rely upon or disclose the Company’s and/or its Affiliates’ confidential or proprietary information or trade secrets.
3.Jurisdiction-and Other Specific Requirements. A Participant residing in a jurisdiction identified on Exhibit 1, will be subject to the jurisdiction-specific and other applicable requirements set forth on Exhibit 1.
4.Subsequent Employment Protocol. During the Participant’s employment and for 12 months after termination of the Participant’s employment, prior to accepting employment with any person or entity, the Participant will provide the Participant’s prospective employer with a copy of this Agreement, which includes the Participant Obligations. Additionally, at least 7 days before accepting subsequent employment, the Participant will notify the Company of the Participant’s prospective employer’s name, address and telephone number, and a description of the job duties and geographic location for which the Participant is being considered.
5.Certifications. By executing this Agreement, which includes the Participant Obligations set forth above, the Participant certifies that the Participant: (a) has not and will not use or disclose to the Company or its Affiliates any confidential information and/or trade secrets belonging to others, including the Participant’s prior employers; (b) will not use any prior inventions made by the Participant and which the Company and its Affiliates is not legally entitled to learn of or use; and (c) is not subject to any prior agreements that would prevent the Participant from fully performing the Participant’s duties for the Company and its Affiliates.

1 This term carries the same meaning as how it is defined in Xylem’s Omnibus Incentive Plan.
RSU Grant Agreement effective March 5, 2025 Page 7 of #NUM_PAGES#






Exhibit 1
State and Other Specific Requirements
COLORADO
Paragraph 2(g)(v) does not apply unless the employee who, when the covenant not to compete is signed and when it is enforced, earns at least $127,091 as of 2025 (adjusted on a yearly basis). Paragraph 2(g)(iv) does not apply unless the employee who, when the covenant not to solicit is entered and when it is enforced, earns at least $76,254 as of 2025 (adjusted on a yearly basis).
DISTRICT OF COLUMBIA
Paragraph 2(g)(v) does not apply to employees earning less than $154,200 in 2024. This amount may increase each calendar year according to the Consumer Price Index for All Urban Consumers in the Washington Metropolitan Statistical Area.
GEORGIA
For employees residing in Georgia, Paragraph 2(g)(iv) shall apply in the United States, which the employee agrees is a reasonable geographic territory in which the Company and/or an Affiliate does business.
ILLINOIS
Paragraph 2(g)(v) does not apply unless the employee’s annual compensation exceeds $75,000 per year (which statutorily increases every five years). Paragraph 2(g)(iv) does not apply unless the employee’s annual compensation exceeds $45,000 per year (which statutorily increases every 5 years).
LOUISIANA
For employees who perform work in Louisiana, Paragraphs 2(g)(iv) and 2(g)(v) shall only apply in the St Tammany Parish.
MAINE
For employees residing in Maine when this Agreement is signed, Paragraphs 2(g)(iv) and 2(g)(v) do not take effect until 6 months after the Agreement is signed, or 12 months after the employee’s start of employment with the Company and/or an Affiliate for 12 months, whichever is later.
MARYLAND
Paragraph 2(g)(v) does not apply if the employee earns equal to or less than (a) $22.50 per hour; or (b) $46,800 annually, in 2025.
MASSACHUSETTS
For employees working in Massachusetts, Paragraph 2(o) of the Agreement will not apply. Further, if the Company chooses to enforce the non-competition provisions set forth in Paragraph 2(g)(v) of the Agreement, then the Company will continue to pay the employee at least 50% of the employee’s highest base salary that the employee earned at the Company or an Affiliate (as applicable) in the 2 years before the end of employee’s employment.
RSU Grant Agreement effective March 5, 2025 Page 8 of #NUM_PAGES#




The Company will pay this amount for 12 months following the employee’s termination. The restriction set forth in Paragraph 2(g)(v) of the Agreement will not apply if the employee is involuntarily terminated without cause.
NEVADA
Paragraph 2(g)(v) does not apply if the employee is paid solely on an hourly wage basis, exclusive of any tips or gratuities.
NEW HAMPSHIRE
Paragraph 2(g)(v) does not apply if the employee earns an hourly rate less than or equal to 200 percent of the federal minimum wage.
NORTH DAKOTA
For employees residing in North Dakota at the time of execution of this Agreement (including the Participant Obligations incorporated herein), Paragraphs 2(g)(iv) and 2(g)(v) will not apply.
OKLAHOMA
For employees residing in Oklahoma at the time of execution of this Agreement (including the Participant Obligations incorporated herein), Paragraph 2(g)(v) will not apply and Paragraph 2(g)(iv) will only apply to the extent that Paragraph prohibits the employee from directly soliciting the sale of goods, services or a combination of goods and services from the established customers of the Company and/or its Affiliates.
OREGON
For employees residing in Oregon when they sign this Agreement (including the Participant Obligations incorporated herein), the Company shall provide a copy of a signed, written copy of the Agreement (including the Participant Obligations incorporated herein) within 30 days after the date of termination of the employee’s employment with the Company or its Affiliate, as applicable. Paragraph 2(g)(v) shall only apply if the total amount of the employee's annual compensation, at the time of the employee's termination, exceeds $116,427 in 2025, adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items).
VIRGINIA
Paragraph 2(g)(v) does not apply if an employee’s average weekly earnings are less than the average weekly wage of the Commonwealth as determined pursuant to subsection B of § 65.2-500.
WASHINGTON
For employees residing in Washington, Paragraph 2(o) will not apply. Further, if an employee is terminated as the result of a layoff, and the Company chooses to enforce the non-competition provisions set forth in Paragraph 2(g)(v) of the Agreement, then the Company or its Affiliate, as applicable, will continue to pay the Employee’s base salary for twelve months following the layoff , less any earnings the employee has received from the employee’s then-current employer. Paragraph 2(g)(v) shall only apply if the employee’s earnings, when annualized, exceed $123,394 per year in 2025, to be adjusted for inflation.

RSU Grant Agreement effective March 5, 2025 Page 9 of #NUM_PAGES#


EX-31.1 10 xyl03312025ex311.htm EX-31.1 Document

EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew F. Pine, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Xylem Inc. for the period ended March 31, 2025;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2025
/s/ Matthew F. Pine
Matthew F. Pine
President and Chief Executive Officer


EX-31.2 11 xyl03312025ex312.htm EX-31.2 Document

EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William K. Grogan, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Xylem Inc. for the period ended March 31, 2025;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2025
/s/ William K. Grogan
William K. Grogan
Senior Vice President, Chief Financial Officer


EX-32.1 12 xyl03312025ex321.htm EX-32.1 Document

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Xylem Inc. (the “Company”) for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to his knowledge, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Matthew F. Pine
Matthew F. Pine
President and Chief Executive Officer
April 29, 2025
/s/ William K. Grogan
William K. Grogan
Senior Vice President, Chief Financial Officer
April 29, 2025
A signed original of this written statement required by Section 906 has been provided to Xylem Inc. and will be retained by Xylem Inc. and furnished to the Securities and Exchange Commission or its staff upon request.