Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

2017 and 2016 Market Price and Dividends

Our common stock trades publicly on the New York Stock Exchange under the trading symbol “XYL”. The following table shows the high and low prices per share of our common stock as reported by the New York Stock Exchange and the dividends declared per share for the periods indicated.



	High		Low		Dividend
Fiscal Year ended December 31, 2017
First Quarter	$	50.66	$	46.67	$	0.1800
Second Quarter	55.68		48.81		0.1800
Third Quarter	64.80		54.08		0.1800
Fourth Quarter	69.88		62.24		0.1800

Fiscal Year ended December 31, 2016
First Quarter	$	41.33	$	31.67	$	0.1549
Second Quarter	46.67		40.54		0.1549
Third Quarter	52.71		44.44		0.1549
Fourth Quarter	54.99		45.60		0.1549

The closing price of our common stock on the NYSE on January 31, 2018 was $72.26 per share. As of January 31, 2018, there were 11,681 holders of record of our common stock.

Dividends are declared and paid on the common stock at the discretion of our Board of Directors and depend on our profitability, financial condition, capital needs, future prospects, and other factors deemed relevant by our Board. Therefore, there can be no assurance as to what level of dividends, if any, will be paid in the future. In the first quarter of 2018, we declared a dividend of $0.21 per share to be paid on March 15, 2018 for shareholders of record on February 15, 2018.

There were no unregistered offerings of our common stock during 2017.

Fourth Quarter 2017 Share Repurchase Activity

The following table summarizes our purchases of our common stock for the quarter ended December 31, 2017:



(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)
10/1/17 - 10/31/17	—	—	—	$413
11/1/17 - 11/30/17	—	—	—	$413
12/1/17 - 12/31/17	—	—	—	$413


(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 shareholders and maintains our focus on growth. There were no shares repurchased under this program during the three months ended December 31, 2017. There are up to $413 million in shares that may still be purchased under this plan as of December 31, 2017.

(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 shareholders and maintains our focus on growth. There were no shares repurchased under this program during the three months ended December 31, 2017. There are up to $413 million in shares that may still be purchased under this plan as of December 31, 2017.

PERFORMANCE GRAPH

CUMULATIVE TOTAL RETURN

The following graph compares the relative performance of our common stock, the S&P 500 Index and the S&P 500 Industrials Index. This graph covers the period from December 31, 2012 through December 31, 2017 and assumes that $100 was invested on December 31, 2012 in our common stock, the S&P 500 and the S&P 500 Industrials with the reinvestment of any dividends.



	XYL	S&P 500	S&P 500 Industrials Index
December 31, 2012	100	100	100
December 31, 2013	130	132	141
December 31, 2014	145	150	154
December 31, 2015	141	153	150
December 31, 2016	194	171	179
December 31, 2017	271	208	215

The graph is not, and is not intended to be, indicative of future performance of our common stock.

This performance graph shall not be deemed “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, and should not be deemed incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

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