Xylem (XYL) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A208 rewritten38 added56 removed48 unchanged
All filing items1,503 rewritten503 added754 removed1,967 unchanged
Summary
counted, not written
- Item 1A lists 24 risk factor headings: 1 new, 14 reworded and 9 unchanged since FY2024. 3 headings from FY2024 no longer appear.
- Sentence by sentence, 503 added, 754 removed, 1,503 rewritten and 1,967 unchanged across 21 items that differ.
New Item 1A headings (1)
- Sustainability-related laws, regulations, targets and objectives, and stakeholder expectations expose us to numerous risks.
Removed Item 1A headings (3)
- We may not realize some or all the expected benefits and synergies from our acquisition of Evoqua.
- Our sustainability commitments, goals, targets, objectives and initiatives, and our public statements and disclosures regarding them or in response to mandatory reporting standards, expose us to numerous risks.
- Our pension and other defined benefit plans are subject to regulatory and financial market risks.
Reworded Item 1A headings (14)
- Inflation, tariffs, customs
[removed: duties][added: duties,] and other[removed: increases or fluctuations in]manufacturing and operating[removed: costs have,][added: cost increases or fluctuations have adversely affected,] and[removed: could][added: may] continue[removed: to,][added: to] adversely[removed: affect][added: affect,] our cash flows and results of operations. - Cybersecurity
[removed: incidents and related][added: incidents,] data[removed: breaches][added: breaches,] or other[removed: disruptions][added: disruptions, and software and system implementations] involving our enterprise [added: or operational] information[removed: technology and operations, our][added: technology,] connected products and services, or information technology on which we or our customers rely, could materially and adversely affect our business. - Lack of or
[removed: delay][added: delays] in availability of products, parts, raw[removed: materials and][added: materials, transportation, or] energy from our supply[removed: chain][added: chain,] or[removed: the inability of suppliers][added: supplier failures] to meet[removed: delivery and other]requirements, could adversely affect our business. - A material disruption to any of our facilities or operations, or
[removed: that][added: those] of third parties upon which we rely, may adversely affect our business and financial performance. - Water and wastewater treatment operations, including those related to emerging contaminants, as well as the generation, handling, storage, use, transport, treatment, release or disposal of hazardous materials may result in contamination, environmental, personal or other liabilities, or pose other significant risks that could
[removed: cause us to incur][added: result in] significant costs and reputational harm. - We may be unable to successfully execute large projects or meet
[removed: customers’][added: customer] timelines, budget,[removed: performance and][added: performance, or] safety requirements. - We may be unable to retain
[removed: our existing][added: key] leadership, engineering, technology, sales,[removed: services][added: service] and other[removed: key]talent or attract new qualified talent with diverse backgrounds, experiences and perspectives. - Defects, unanticipated or improper
[removed: use][added: use,] or inadequate disclosures[removed: concerning][added: about] our products could adversely affect our business, reputation and financial condition. - We may not achieve
[removed: some of]the expected benefits of our[removed: simplification and productivity initiatives][added: simplification, productivity, restructuring,] or[removed: restructuring and]realignment plans, or such initiatives and plans may adversely affect our business. [removed: The execution of our][added: Our] strategy includes acquisitions and divestitures, which we may be unable to[removed: successfully execute.][added: execute successfully.]- Weather conditions, including the effects of [added: changing] climate
[removed: change][added: patterns] and[removed: associated efforts by][added: related] governmental or regulatory[removed: authorities][added: efforts] to mitigate such effects, may cause volatility in our served markets and demand for our products. - Failure to comply with [added: business conduct] laws, regulations and
[removed: policies related to our business conduct,][added: policies,] including[removed: the U.S. Foreign Corrupt Practices Act, other applicable anti-corruption laws, trade regulations,][added: anti-corruption, anti-trust, trade,] and data privacy and[removed: security laws,][added: security,] could have a material adverse impact on us. - Failure to comply with, and the cost of complying with, laws, regulations, policies and taxes applicable to our operations, products and services, including those involving the
[removed: environment, climate change,][added: environment] and health and safety, could have a material adverse impact on us. - Infringement or expiration of our intellectual property rights, or allegations that we have infringed
[removed: upon][added: on] the intellectual property rights of third parties could[removed: negatively][added: adversely] affect us.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
208 rewritten, 38 added, 56 removed, 48 unchanged
In addition, we operate in a continually changing business, economic and geopolitical [removed: environment] [added: environment,] and as a result, new risk factors, or changes to our risk profile, may emerge from time to time.
With [removed: sales] [added: sales, directly or indirectly,] in approximately 150 countries, we compete across a wide range of geographies and end markets.
Economic and industry factors that have had, or [removed: could] [added: may] in the future have, a material impact on our businesses and demand for our products and services include: (i) [removed: the] overall strength of, and our customers’ confidence in, local and global macroeconomic conditions; (ii) inflation and related monetary policy actions by governments in [removed: response,] [added: response;] (iii) overall strength of industrial, governmental, public and private sector spending; (iv) overall strength of the industrial, residential and commercial real estate markets; (v) federal, state, local and municipal governments’ environmental, energy efficiency, fiscal, trade and procurement laws, regulations and policies, including [removed: as respects] domestic [removed: content;] [added: content requirements;] (vi) [removed: the] availability of commercial financing for our customers and end-users; and (vii) [removed: the degree] [added: availability] of funding for our public sector customers, including for water infrastructure investments.
[removed: The aforementioned factors] [added: These] and other macroeconomic impacts, including actual or potential economic slowdowns, [removed: recession] [added: recessions] or other prolonged downturns in the global economy or our markets, supply chain dynamics and shortages, [removed: tight] labor [removed: markets,] [added: shortages,] inflation, and significant government debt and deficit levels, have had and may in the future have, a material adverse effect on demand for our products and solutions and therefore our business, financial condition, cash flows, results of operations and stock price.
In [removed: 2024, 57%] [added: 2025, 58%] of our total revenue was from sales to U.S. customers and [removed: 43%] [added: 42%] was from sales to customers outside the U.S. We expect [removed: our] [added: a similar] revenue profile [removed: to be similar moving] [added: going] forward.
Many of our manufacturing operations, employees, suppliers and distribution channels are located outside of the U.S. Our operations, supply chain and sales both within the U.S. and internationally are subject, [removed: in] [added: to] varying degrees, to risks and uncertainties inherent in doing business globally, including:
- nationalism, populism, protectionism, anti-global sentiment and changes in trade protection measures, including the imposition of increased or new embargoes, tariffs and other trade barriers, import and export regulations or restrictions, licensing requirements, domestic content requirements, and [removed: governments’ countermeasures in response;][added: retaliatory measures;]
- uncertainty, volatility and impacts from the evolving global geopolitical environment involving the U.S. [removed: federal government] and other countries’ governments, including the relationships among the U.S., European [removed: Union,] [added: Union (“EU”),] Middle East, [added: Latin America,] Russia, [added: India,] China, Taiwan, or other foreign countries, and the international community at large;
- [added: any actual or potential] threat, outbreak, uncertainty or escalation of terrorism, political instability, insurrection, war, [added: or] other armed [removed: conflict,] [added: conflicts,] including between Russia and Ukraine, [added: the U.S.] and [added: Venezuela or Iran, and] in the Middle East, [removed: with the potential for regional escalation,] and other global safety and security concerns;
- threat or outbreak of epidemics, global health [removed: crises] [added: crises,] or [removed: pandemics,] [added: pandemics] and related uncertainties;
- disruptions in global or regional supply chains, our operations, or those of third parties upon which we rely, including due to labor disruptions, supply shortages, [added: trade restrictions,] increased or new tariffs and freight and logistics challenges;
- [removed: unanticipated regulatory] changes [removed: or unfavorable circumstances arising from] [added: to applicable] U.S. or host country laws, regulations or policies, including those related to [added: tax,] water quality, the [removed: environment and] [added: environment,] energy efficiency, [removed: infrastructure and] [added: infrastructure,] data transmission, [removed: security,] [added: security or] privacy, [added: labor,] and artificial [removed: intelligence;][added: intelligence (“AI”), as well as potential negative consequences from the interpretation, application and enforcement of such measures;]
- theft, compromise, misappropriation or challenges in protecting our technology, intellectual property or [removed: data;] [added: data, including from cybersecurity] and [added: AI threats.]
Beyond the risks indicated above, our operations in emerging markets are subject to additional risks and uncertainties, including: (i) [removed: governments may impose] [added: imposition of] or [removed: increase] [added: increases in] withholding or other taxes on remittances and other payments to us; (ii) [removed: governments may seek to nationalize] [added: nationalization of] our assets; (iii) [removed: governments may impose] [added: imposition of] or [removed: increase] [added: increases in] investment barriers or other [removed: restrictions affecting our business;] [added: restrictions;] (iv) difficulty [removed: in] enforcing commercial agreements or collecting receivables; (v) pricing pressure on our products and services; (vi) elevated business conduct risks; and (vii) challenges in [removed: our ability to attract] [added: attracting] and [removed: retain] [added: retaining] qualified talent and labor.
We cannot predict the impact that such factors might have on our business, financial condition, cash flows, results of operations [removed: and] [added: an] share price.
Geopolitical changes in China-Taiwan relations could disrupt the operations of [removed: several] companies in Taiwan that are critical to the global supply chain for semiconductors (“chips”) and other electronic [removed: components.][added: components, as well as the supply of lithium batteries, carbide seals, and rare earth elements.]
Such changes could have significant negative effects on the global [removed: semiconductor industry] [added: supply chain for these components] and [added: materials and] could adversely affect our ability to manufacture [added: certain of] our digitally-enabled products, such as pumps, controllers and smart meters.
Inflation, tariffs, customs [removed: duties] [added: duties,] and other [removed: increases or fluctuations in] manufacturing and operating [removed: costs have,] [added: cost increases or fluctuations have adversely affected,] and [removed: could] [added: may] continue [removed: to,] [added: to] adversely [removed: affect] [added: affect,] our cash flows and results of operations.
Our manufacturing and operating costs [removed: are subject to fluctuations, particularly due to] [added: fluctuate with] volatility [removed: or changes] in [added: the] prices [removed: for] [added: of] commodities, parts, raw materials, [removed: energy and related] [added: energy,] utilities, [removed: freight and] [added: freight,] logistics, and [removed: the cost of] labor.
[removed: Cost] [added: These] fluctuations have [removed: been] [added: been,] and may continue to [removed: be] [added: be,] driven by a variety of factors, such as inflation, tight labor markets, [removed: prevailing price levels,] exchange rates, [removed: changes in] trade agreements, tariffs and other trade protection measures, and other [removed: economic and] [added: macroeconomic, political or] geopolitical factors.
We [removed: have] [added: rely on] a large and complex network of suppliers (and their suppliers) and contract manufacturers globally, including in China and Mexico.
The U.S. has enacted or threatened various trade actions, including [removed: new or additional] tariffs on [removed: certain] goods [removed: we import] [added: imported] from China, Mexico, [removed: Canada] [added: Canada, Europe] and other countries, which has or may result in retaliatory [removed: tariffs and other trade actions.][added: measures.]
[removed: As a result, these] U.S. [added: and international] trade [removed: measures or countermeasures by China, Mexico or other countries] [added: actions] could increase the cost of our products, which we may not be able to offset through [removed: price increases] [added: pricing] or productivity, and could [removed: also impede] [added: impair] our [removed: ability to remain competitive.][added: competitiveness.]
[removed: Further, in] [added: In] a declining price environment, our operating margins may contract because we account for inventory using the first-in, first-out method.
Actions we take to mitigate [added: cost] volatility [removed: in manufacturing and operating costs] may not be successful and, as a result, our business, financial condition, cash flows and results of operations could be materially and adversely affected.
We [removed: offer] [added: operate in highly competitive markets for] our technologies, products and [removed: services in highly competitive markets.][added: services.]
[removed: We believe the] [added: The] principal points of competition are performance, [removed: quality and] [added: quality,] reliability, price, life cycle cost, security, speed of development and commercialization of new technologies, processes and business models, brand reputation, application expertise, energy efficiency, [removed: timeliness of delivery,] [added: delivery timeliness,] proximity of our service centers to customers, effectiveness of our distribution channels, and customers’ experience in doing business with us directly or through our channel partners.
[removed: Maintaining] and improving our competitive position [removed: will require] [added: requires] successful management of these factors in a volatile business environment [removed: with increasingly] [added: marked by] rapid [removed: rates of] change and disruption.
Our competitive position and future growth depend [removed: upon] [added: on] a number of factors, including our ability [removed: to successfully:] [added: to:] (i) enhance and differentiate our [removed: product and service] offerings, business models and customer experience [removed: by increasing efficiency or] [added: through efficiency,] security, [removed: or adding] [added: and the addition of] innovative features or [removed: disruptive or emerging] technologies, such as [removed: artificial intelligence,] [added: AI,] that address emerging regulations and trends, meet customers’ needs, and prevent [removed: commoditization,] [added: commoditization;] (ii) defend our market share against an ever-expanding number of competitors, including new or non-traditional competitors from outside our industry, such as large technology [removed: firms,(iii) continue to] [added: firms; (iii)] invest in and maintain our [removed: distribution] network of channel [removed: partners,] [added: partners;] (iv) attract, develop, retain and train [removed: individuals] [added: talent] with [removed: the requisite] [added: commercial,] innovation, digital and technical [removed: capabilities, expertise] [added: expertise,] and understanding of customers’ needs to [removed: develop, commercialize] [added: develop] and [removed: sell] [added: commercialize] new [removed: technologies, products, services and solutions,] [added: technologies;] (v) [removed: continue to] leverage and expand our [removed: external] ecosystem of innovation [removed: partners with joint venture] partners, [added: including] universities, venture capital, [removed: the start-up community] [added: start-ups,] and other technology [removed: innovators,] [added: innovators;] (vi) [removed: continue to] invest in [removed: our] manufacturing, research and development, engineering, [removed: sales and] [added: sales,] marketing, [removed: modernization of our systems,] [added: systems modernization, AI,] and digitization of customer [removed: solutions, service] [added: solution] and support [removed: tools,] [added: tools;] (vii) win and execute large contracts on schedule and on [removed: budget,] [added: budget;] and (viii) optimize our supply chain and manufacturing to enable predictable and efficient delivery to customers, and [added: to] compete for business subject to [removed: governmental] procurement laws, regulations and [added: government] policies, [removed: including] [added: and regulations governing] sustainability and domestic content [removed: requirements] in [removed: the U.S. and globally, as they may evolve over time.][added: various jurisdictions.]
As a [removed: result of the foregoing,] [added: result,] we may not [removed: be successful in maintaining] [added: maintain] our competitive position [removed: and] [added: or] market share, which could adversely affect our business, financial condition, cash flows or results of operations.
Cybersecurity [removed: incidents and related] [added: incidents,] data [removed: breaches] [added: breaches,] or other [removed: disruptions] [added: disruptions, and software and system implementations] involving our enterprise [added: or operational] information [removed: technology and operations, our] [added: technology,] connected products and services, or information technology on which we or our customers rely, could materially and adversely affect our business.
We rely on information [removed: technology,] [added: technology (“IT”),] including operational [removed: technology,] [added: technology] and [removed: communications networks] [added: communication networks,] to [removed: run] [added: operate] our manufacturing processes and equipment, [removed: to] enable business [removed: processes and] [added: processes, support] employee productivity, [added: interface with customers] and [removed: to process, transmit, store] [added: channel partners,] and manage our electronic information, including confidential business information and data relating to employees, [removed: customers or other business] [added: customers, and] partners.
We also rely on key third parties, such as direct and indirect suppliers, contract manufacturers, cloud-based service providers, and outsourced business process providers, including in [removed: the areas of] [added: our businesses and functions, such as] Information Technology, Finance, Human Resources, [added: Commercial Services,] Procurement and Travel.
Regardless of the protection measures we, or the third parties we rely on, have implemented, [removed: information technology] [added: IT] and [removed: communications] [added: communication] networks may be susceptible to damage or disruption due to [removed: causes] [added: causes,] such as: equipment, system or application failure, including as a result of maintenance, obsolescence, unsupportability or age; [added: application upgrades or implementations;] human error or malfeasance; vandalism; natural [removed: disaster;] [added: disasters;] fire; [removed: power, communication or other] utility [removed: outage or failure;] [added: outages;] and cybersecurity incidents, including ransomware, denial-of-service, [removed: vendor] e-mail [removed: compromise,] [added: compromises,] deepfake attacks, malware, phishing, and [removed: computer] viruses resulting from a wide ranging threat landscape, including attacks by nation states and others.
In addition to damage or disruption, these cybersecurity incidents may [removed: lead to] [added: also result in] security and data breaches.
We provide certain digitally enabled or internet-connected products, [added: which may include the use of AI,] such as pumps, controllers, [removed: meters and other equipment, digital (or intelligent)] [added: meters, intelligent] solutions, [removed: and other] remote monitoring and condition assessment capabilities, and an interoperability platform via Idrica, our strategic joint [removed: venture partner.][added: venture.]
Our connected products and services may be [added: susceptible to damage or disruption from the same causes described above.]
In addition, certain of our customers continue to use [added: older] digitally enabled products that [removed: we designed, manufactured and sold at a time when] [added: lack] current security [removed: features were not available.][added: features.]
[removed: A cybersecurity incident or other damage or disruption to information technology and communications networks, or involving our connected products and services, may have adverse effects on us, our customers or third parties on which we rely, including: interference with operations and services, potentially with public health and safety risks involving certain of our] customers; [removed: disruption of] [added: disrupting] production, supply chain, shipments, billing, collections and customer service; [removed: disruption to] [added: disrupting] data [removed: analytics; disruption to] [added: analytics or] remote monitoring and control of operational systems; [added: enabling] unauthorized access, disclosure, misappropriation, misuse, destruction, [removed: compromise] [added: compromise,] or theft of our financial, operational or other proprietary information, including intellectual property and trade secrets, or data pertaining to our employees, customers or suppliers; [removed: damage to] [added: damaging] employee, customer [removed: and business] [added: or] partner relationships; [removed: recall of our products;] [added: triggering product recalls,] legal claims, [removed: proceedings] or regulatory [removed: enforcement] actions, [removed: and] fines or penalties; [removed: increased costs to prevent, respond to or mitigate cybersecurity incidents;] [added: increasing prevention] and [removed: damage to] [added: response costs; and harming] our brands and reputation.
[removed: Moreover, a] [added: Any] delay in or failure to detect a cybersecurity incident or the full extent of an incident could exacerbate the effects of the incident.
For example, ongoing or escalation of conflicts in Ukraine and the Middle East, and the increasing tensions or outbreak of conflict between China and Taiwan, could further increase logistics, energy and supply costs, and potentially delay customer shipments.
On August 29, 2025, the U.S. Court of Appeals for the Federal Circuit ruled that many of the tariffs imposed by the U.S. federal government under the International Emergency Economic Powers Act exceed presidential authority and therefore are invalid.
On February 20, 2026, the U.S. Supreme Court affirmed that ruling.
As of the date of this filing, tariffs issued under the different statutes remain in place, and the scope and durability of existing and future tariffs, as well as tariffs in place prior to the U.S. Supreme Court’s ruling, remain uncertain.
Maintaining
Competitors may develop and commercialize new technologies, such as AI, more effectively to drive internal efficiencies or create new or enhanced products or services that may adversely affect our competitiveness.
Customers may be slow to adopt new solutions and technologies, delaying returns on our innovation investments and impacting our growth.
Pricing pressures, tariffs, procurement policies, and disruptive or emerging technologies, such as AI, may require price adjustments or rationalization of certain of our offerings and affect our profitability.
Cybersecurity and other IT disruption risks may increase during integration or separation of businesses or during the provision of transition services.
A cybersecurity incident or other damage or disruption to IT and communications networks, or involving our connected products and services, may have adverse effects on us, our customers or third parties on which we rely by interfering with operations and services, potentially with public health and safety risks involving certain of our
Additionally, application upgrades and software implementations, such as the launch of our Enterprise Resource Planning software, may increase our exposure to such risks as upgrades may have undiscovered vulnerabilities or provide threat actors with new avenues of attack.
As technology, including generative AI models, continue to evolve, such incidents may occur more frequently, affect a broader range of devices, and grow in sophistication, with threat actors leveraging these technologies to develop new attack methods that are increasingly automated, targeted, coordinated and difficult to defend against.
Additionally, it may take considerable time for us to investigate and evaluate the full impact of cybersecurity incidents, particularly for sophisticated attacks, which may inhibit our ability to provide prompt, full, and reliable information about an incident to our investors, customers, regulators, and the public.
We also have significant direct and indirect suppliers in China, Taiwan, Mexico and Europe.
requirements; weather emergencies and the effects of volatile weather patterns; public health crises; and threatened or actual terrorism, armed conflict or war.
Although we maintain insurance coverage for business continuity and supply chain risks, such coverage may not remain available at a reasonable cost or adequately cover disruptions.
System failures, spills, or operational errors could discharge untreated or partially treated wastewater onto property or into bodies of water and groundwater, causing environmental harm and triggering regulatory enforcement, litigation, and reputational damage.
Emerging contaminants, such as PFAS, PFOA, selenium, microplastics, chemicals, or pathogens, pose additional risk.
Failure to adequately handle emerging contaminants may result in illness, death, and significant liability.
Under environmental laws and regulations, such as the
Defects or inadequacies in manufacturing, design, software,
These plans may also cause a loss of talent or reduced institutional knowledge, or inefficiencies during transitional periods.
the 900MHz range.
Regulatory uncertainty or any corresponding negative impacts could materially and adversely affect our business, financial condition, results of operations or prospects.
Sustainability-related laws, regulations, targets and objectives, and stakeholder expectations expose us to numerous risks.
In support of our strategy, we have and will continue to establish goals, targets, and other objectives related to sustainability matters.
Achieving these goals, targets and objectives requires evolving our business, making capital investments, and developing new or existing technologies.
These efforts may result in additional expenses or require us to recognize impairment charges.
is no guarantee that they will be achieved or maintained.
capitalization.
Our businesses are regularly examined by various tax authorities worldwide.
To conduct our business and operations, we collect, process, use, maintain, and move data across borders and are continuing to implement AI.
Non-compliance or delays in obtaining permits could result in enforcement actions, fines, penalties, or operational restrictions.
We cannot predict with certainty the outcome of claims, investigations, regulatory proceedings, and lawsuits.
Regulatory determinations of non-compliance could require us to modify or cease operations at one or more facilities.
Additionally, changes in intellectual property laws or regulations could adversely affect our ability to protect our rights, and rapid technological changes may render some intellectual property less valuable or useful, reducing our competitive advantage.
We may not prevail in defending against these claims, asserting a counterclaim, or negotiating licenses on favorable terms.
Furthermore, the loss or renegotiation of licenses to third-party intellectual property could disrupt our operations or increase costs.
- changes in tax laws and potential negative consequences from the interpretation, application and enforcement by governmental authorities of tax laws and policies, as well as changes in other laws, regulations and policies or how they are interpreted or administered;
- shocks to the global financial system, including due to the outbreak or threat of war, armed conflict, other geopolitical conflicts, terrorism or global health crises, the effects of climate change, or other idiosyncratic events.
We have significant operations and direct and indirect suppliers located in China, which have been in the past, or could in the future be, adversely affected by: i) China’s evolving laws, regulations and policies, including as respects public health crises, import and export tariffs and restrictions, and information security and privacy, and ii) changes in the political and geopolitical environment, including China's relations with the U.S., European Union and Taiwan.
The U.S.’s imposition of tariffs on goods imported from China or deemed to be of Chinese origin, as well as the potential for new or increased tariffs, other governmental actions, trade embargoes or sanctions by the U.S., or similar measures or countermeasures imposed by China in response, has in the past and could in the future have an adverse direct or indirect impact our global supply chain, manufacturing costs, business and operating results.
Throughout 2024, our operating costs were adversely impacted by price inflation, which could continue in 2025 to varying degrees depending, in part, on broader macroeconomic, political or geopolitical conditions.
For example, our global supply chain includes shipping routes through the Red Sea, where vessels have been and may continue to be impacted by armed conflicts involving rebel groups; and continued conflicts or escalation of ongoing conflicts in Ukraine or the Middle East could adversely impact our logistics costs and result in an increase in our costs for energy and supplies, and potentially delay shipments to customers.
Additional challenges we face include that customers may be slow to adopt our new and innovative solutions and technologies.
Pricing pressures, including as a result of new or additional tariffs on our products or goods used in the manufacture of our products, and/or the impact of disruptive or emerging technologies, such as artificial intelligence, and our efforts to optimize our productivity may require that we adjust the prices of certain products, services, solutions or projects or rationalize certain of our offerings to stay competitive or win large contracts.
Together, we depend on information technology infrastructure and communication networks for access to reliable and secure networks in order to run our and their businesses.
susceptible to damage or disruption from a myriad of causes as described above.
We are also operationalizing our strategy to establish segmentation between our information technology and operational technology.
As technology, including the use of artificial intelligence, and the threat landscape evolve, we may continue to experience such events, likely with more frequency and involving a broader range of devices and more sophisticated modes of attack.
Although we have insurance related to business continuity and supply chain, we cannot be certain that this coverage will continue to be available at a reasonable cost or will be adequate to cover any or all aspects of our supply chain disruptions.
We may not realize some or all the expected benefits and synergies from our acquisition of Evoqua.
On May 24, 2023, we completed the acquisition of Evoqua.
The success of this acquisition will depend, in part, on our ability to realize the anticipated benefits from combining our and Evoqua’s businesses.
We have and continue to devote substantial management attention and resources to the integration of the combined company’s business practices and operations so that we can fully realize the anticipated benefits of the acquisition, including cost and revenue synergies.
Nonetheless, difficulties may arise that could impede our ability to achieve the anticipated synergies, including the loss of key talent that may be difficult to replace or our ability to maintain and expand relationships with customers, partners or suppliers.
As a result, the anticipated benefits of the acquisition may take
longer to realize, may not be fully realized, or may cost more than expected, which could materially and adversely affect our business, results of operations or financial condition, as well as adversely impact our share price.
If our treatment systems fail or do not operate properly, or if there is a spill, untreated or partially treated wastewater could discharge onto property or into nearby bodies of water and groundwater, causing various liabilities, damages and injuries, including environmental.
In addition, a number of emerging contaminants might be found in water that we treat, including PFAS, PFOA, selenium, micro-plastics, chemicals or pathogens, that may cause illness or death if not eliminated during the treatment process, and result in liabilities and damages against us.
A portion of our revenue is derived from large projects that are complex and may occur over multiple years.
Risks arising from unsafe products or
Additionally, as a result of these plans, we may experience a loss of talent or continuity of accumulated knowledge,
or inefficiencies during transitional periods.
of products.
To the extent that such changes increase uncertainty or have a negative impact on us, our business, financial condition, results of operations or prospects may be materially and adversely impacted.
Our sustainability commitments, goals, targets, objectives and initiatives, and our public statements and disclosures regarding them or in response to mandatory reporting standards, expose us to numerous risks.
In support of our strategy, we have and will continue to establish goals, targets, and other objectives related to sustainability matters, including science-based targets aligned to limiting global temperature increase to 1.5°C above pre-industrial level by 2030, in line with the Paris Agreement, and commitment to net-zero GHG emissions (Scope 1, 2 and 3) before 2050.
Achieving our sustainability goals and commitments will require evolving our business, making capital investments and developing technologies that might not currently exist.
We might incur additional expenses or be required to recognize impairment charges in connection with our efforts.
At the same time, certain governmental representatives and other
We may also experience operational disruption, increased costs, and other harms in our efforts to comply with or respond to reversals or changes in such requirements.
Any actual or alleged failure to comply with regulatory requirements around disclosures could result in fines, penalties and civil liabilities, and damage to our reputation.
The translation risk is primarily concentrated in the exchange rate between the U.S. Dollar and the Euro, British Pound, Chinese Yuan, Canadian Dollar, Australian Dollar, Swedish Krona, and Indian Rupee.
Strengthening of the U.S. Dollar relative to the Euro and the currencies of the other countries in which we do business, has materially and adversely affected, and could in the future materially and adversely affect, our sales growth and profitability.
impairment of our goodwill and other indefinite-lived intangible assets.
- the geographic mix of jurisdictions in which profits are earned and taxed;
- the statutory tax rates and tax laws in jurisdictions in which we conduct business;
An excerpt. Shown here: 40 of 208 rewritten, all 38 added and 40 of 56 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
250 rewritten, 106 added, 340 removed, 274 unchanged
*This section of this Form 10-K generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.*]
In addition, our pumps, heat exchangers and controls provide cooling to power plants and manufacturing facilities, circulation for food and beverage processing, [removed: as well as] [added: and] boosting systems for agricultural irrigation.
The period-over-period change resulting from foreign currency translation impacts is determined by translating current period and prior period activity using the [removed: same] [added: prior period] currency conversion rate.
- "adjusted net income" and "adjusted earnings per share" defined as net income [added: attributable to Xylem] and [added: corresponding] earnings per share, respectively, adjusted to exclude restructuring and realignment costs, amortization of acquired intangible assets, gain or loss from sale of businesses, [removed: gain on remeasurement of previously held equity interest,][added: special charges and tax-related special items, as applicable.]
[removed: special charges and tax-related] [added: | Tax-related] special [removed: items, as applicable.][added: items (b) | | | | | | (52) | | | | | | (0.21) | | | | | | (19) | | | | | | (0.08) | | |]
| (in millions, except per share data) | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |
| Net income [removed: and] [added: attributable to Xylem &] Earnings per share | | | | | | $ | [removed: 890] [added: 957] | | | | | $ | [removed: 3.65] [added: 3.92] | | | | | $ | [removed: 609] [added: 890] | | | | | $ | [removed: 2.79] [added: 3.65] | |
| Restructuring and realignment | | | | | | [removed: 91] [added: 133] | | | | | | [removed: 0.37] [added: 0.54] | | | | | | [removed: 106] [added: 91] | | | | | | [removed: 0.49] [added: 0.37] | | |
| Acquired intangible amortization | | | | | | [removed: 216] [added: 220] | | | | | | [removed: 0.89] [added: 0.90] | | | | | | [removed: 176] [added: 216] | | | | | | [removed: 0.81] [added: 0.89] | | |
| Special charges (a) | | | | | | [removed: 57] [added: 36] | | | | | | [removed: 0.23] [added: 0.15] | | | | | | [removed: 138] [added: 57] | | | | | | [removed: 0.63] [added: 0.23] | | |
| Gain on remeasurement of previously held equity interest | | | | | | [removed: (152)] [added: —] | | | | | | [removed: (0.62)] [added: —] | | | | | | [removed: —] [added: (152)] | | | | | | [removed: —] [added: (0.62)] | | |
| Loss from sale of [removed: business] [added: businesses] | | | | | | [removed: 46] [added: 31] | | | | | | [removed: 0.19] [added: 0.13] | | | | | | [removed: 1] [added: 46] | | | | | | [removed: —] [added: 0.19] | | |
| Tax effects of adjustments [removed: (b)] [added: (c)] | | | | | | [removed: (88)] [added: (85)] | | | | | | [removed: (0.36)] [added: (0.35)] | | | | | | [removed: (90)] [added: (88)] | | | | | | [removed: (0.41)] [added: (0.36)] | | |
| Adjusted net income [removed: and] [added: &] Adjusted earnings per share | | | | | | $ | [removed: 1,041] [added: 1,240] | | | | | $ | [removed: 4.27] [added: 5.08] | | | | | $ | [removed: 825] [added: 1,041] | | | | | $ | [removed: 3.78] [added: 4.27] | |
| Weighted average number of shares - diluted | | | | | | [removed: 243.5] [added: 244.0] | | | | | | | | | | | | [removed: 218.2] [added: 243.5] | | | | | | | | |
(a)The special charges in the years end December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] primarily relate to [removed: $50] [added: $28] million and [removed: $134 million] [added: $50 million, respectively,] of [removed: acquisition] [added: acquisition, divestiture] and integration related [removed: costs, respectively.][added: costs.]
[removed: (b)The] [added: (c)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.
▪“special charges" defined as [added: non-recurring] costs incurred by the Company, such as [removed: acquisition and integration] [added: those] related [removed: costs, non-cash impairment charges] [added: to acquisitions] and [removed: both operating] [added: integrations, divestitures] and [removed: non-operating adjustments for costs related to the U.K. pension plan buy-out.][added: non-cash impairment charges.]
| (in millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |
| Net cash provided by operating activities | | | | | | $ | [removed: 1,263] [added: 1,241] | | | | | $ | [removed: 837] [added: 1,263] | | | | | | | |
| Capital expenditures | | | | | | [removed: (321)] [added: (331)] | | | | | | [removed: (271)] [added: (321)] | | | | | | | | |
| Free cash flow | | | | | | $ | [removed: 942] [added: 910] | | | | | $ | [removed: 566] [added: 942] | | | | | | | |
| Net cash used in investing activities | | | | | | $ | [removed: (482)] [added: (471)] | | | | | $ | [removed: (628)] [added: (482)] | | | | | | | |
| Net cash used in financing activities | | | | | | $ | [removed: (615)] [added: (501)] | | | | | $ | [removed: (157)] [added: (615)] | | | | | | | |
Xylem reported revenue of [removed: $8,562] [added: $9,035] million for [removed: 2024,] [added: 2025,] an increase of [removed: $1,198] [added: $473] million, or [removed: 16.3%,] [added: 5.5%,] from [removed: $7,364] [added: $8,562] million reported in [removed: 2023.][added: 2024.]
The increase [removed: at constant currency] consists of [removed: revenue from acquisitions] [added: organic growth] of [removed: $786] [added: $419] million and [removed: an increase in organic] [added: favorable foreign currency impacts of $71 million, partially offset by net] revenue [added: declines from acquisitions and divestitures] of [removed: $424 million] [added: $17 million,] reflecting organic growth across all [added: segments and most] major geographic regions, with organic growth in the [removed: Measurement and Control Solutions, Water Infrastructure, and Water Solutions] [added: U.S.] and [removed: Services segments,] [added: western Europe] more than offsetting organic declines in the [removed: Applied Water segment.][added: emerging markets.]
Operating income for [removed: 2024] [added: 2025] was [removed: $1,009] [added: $1,223] million, reflecting an increase of [removed: $357] [added: $214] million, or [removed: 54.8%,] [added: 21.2%,] compared to [removed: $652] [added: $1,009] million in [removed: 2023.][added: 2024.]
Operating margin was [removed: 11.8%] [added: 13.5%] in [removed: 2024,] [added: 2025,] up [removed: 290] [added: 170] basis points from [removed: 8.9%] [added: 11.8%] in [removed: 2023.][added: 2024.]
The [removed: increase in] operating [removed: income for 2024] [added: margin increase] included [removed: a decrease] [added: negative impacts from increases] in [removed: special charges] [added: restructuring and realignment costs] of [removed: $81 million, an increase in] [added: $42 million and] purchased intangible amortization of [removed: $40] [added: $4] million, [removed: and] [added: partially offset by] a decrease in [removed: restructuring and realignment costs] [added: special charges] of [removed: $15 million as compared to 2023.][added: $21 million.]
Excluding the impact of these items, adjusted operating income was [removed: $1,373] [added: $1,612] million, with an adjusted operating margin of [removed: 16.0%] [added: 17.8%] in [removed: 2024] [added: 2025] as compared to adjusted operating income of [removed: $1,072] [added: $1,373] million with an adjusted operating margin of [removed: 14.6%] [added: 16.0%] in [removed: 2023,] [added: 2024,] an increase of [removed: 140] [added: 180] basis points.
Additional financial highlights for [removed: 2024] [added: 2025] include the following:
- Net cash provided by operating activities of [removed: $1,263] [added: $1,241] million, [removed: up 51%] [added: down 2%] from [removed: 2023,] [added: 2024,] and free cash flow of [removed: $942] [added: $910] million, [removed: up 66%] [added: down 3%] from [removed: 2023][added: 2024]
- Orders of [removed: $8,730] [added: $8,904] million, up [removed: 16.4%] [added: 2.0%] from [removed: $7,501] [added: $8,730] million in [removed: 2023] [added: 2024] (up [removed: 4.7%] [added: 1.6%] on an organic basis)
- Dividends [added: per share] paid to shareholders increased [removed: 9%] [added: 11%] in [removed: 2024.][added: 2025.]
| (in millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] | | | | | | [removed: 2024] [added: 2025] v. [removed: 2023] [added: 2024] | | | | | | [removed: 2023 v. 2022] | | |
| *Gross margin* | | | | | | [removed: 37.5] [added: 38.5] | | % | | | | [removed: 36.9] [added: 37.5] | | % | | | | [removed: 37.7] | | [removed: %] | | | | [removed: 60] [added: 100] | | bp | | | | [removed: (80)] | | [removed: bp] |
| Total operating expenses | | | | | | [removed: 2,203] [added: 2,252] | | | | | | [removed: 2,065] [added: 2,203] | | | | | | [removed: 1,462] | | | | | | [removed: 6.7] [added: 2.2] | | % | | | | [removed: 41.2] | | [removed: %] |
| *Expense to revenue ratio* | | | | | | [removed: 25.7] [added: 25.0] | | % | | | | [removed: 28.0] [added: 25.7] | | % | | | | [removed: 26.5] | | [removed: %] | | | | [removed: (230)] [added: (70)] | | bp | | | | [removed: 150] | | [removed: bp] |
| Interest and other non-operating expense, net | | | | | | [removed: 28] [added: (11)] | | | | | | [removed: 16] [added: (28)] | | | | | | [removed: 43] | | | | | | [removed: 75.0] [added: (60.7)] | | % | | | | [removed: (62.8)] | | [removed: %] |
| Gain on remeasurement of previously held equity interest | | | | | | [removed: 152 | | | | | |] — | | | | | | — | | | | | | [removed: NM] [added: (152)] | | | | | | [removed: NM] [added: —] | | |
In the Water Infrastructure segment we reach customers indirectly, through channel partners and distributors, directly and through our service capabilities.
external partners, and extensive service branch networks across the globe, including a rental fleet of transfer and treatment assets to serve our customers.
(b)The tax-related special items primarily relate to one-time deferred tax benefits from internal reorganizations.
- Net income attributable to Xylem of $957 million, or $3.92 per diluted share, up 7.4% ($1,240 million or $5.08 per diluted share on an adjusted basis, up 19.0% from 2024)
| Revenue | | | | | | $ | 9,035 | | | | | $ | 8,562 | | | | | | | | | | | 5.5 | | % | | | | | | |
| Gross profit | | | | | | 3,475 | | | | | | 3,212 | | | | | | | | | | | | 8.2 | | % | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gain on remeasurement of previously held equity interest | | | | | | — | | | | | | 152 | | | | | | | | | | | | (100.0) | | % | | | | | | |
| Loss on sale of businesses | | | | | | (31) | | | | | | (46) | | | | | | | | | | | | (32.6) | | % | | | | | | |
| *Tax rate* | | | | | | 19.5 | | % | | | | 18.1 | | % | | | | | | | | | | 140 | | bp | | | | | | |
| Net loss attributable to non-controlling interest | | | | | | 7 | | | | | | — | | | | | | | | | | | | NM | | | | | | | | |
| Net income attributable to Xylem | | | | | | $ | 957 | | | | | $ | 890 | | | | | | | | | | | 7.5 | | % | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Organic Growth | | | 88 | | | 3.4 | | % | | | | 42 | | | 2.3 | | % | | | | 172 | | | 9.2 | | % | | | | 117 | | | 5.0 | | % | | | | 419 | | | 4.9 | | % |
| Acquisitions/(Divestitures) | | | (48) | | | (1.8) | | % | | | | — | | | — | | % | | | | 30 | | | 1.6 | | % | | | | 1 | | | 0.1 | | % | | | | (17) | | | (0.2) | | % |
| Constant Currency | | | 40 | | | 1.6 | | % | | | | 42 | | | 2.3 | | % | | | | 202 | | | 10.8 | | % | | | | 118 | | | 5.1 | | % | | | | 402 | | | 4.7 | | % |
| Total change in revenue | | | 81 | | | 3.2 | | % | | | | 56 | | | 3.1 | | % | | | | 215 | | | 11.5 | | % | | | | 121 | | | 5.2 | | % | | | | 473 | | | 5.5 | | % |
| 2025 Revenue | | | $ | 2,636 | | | | | | | | $ | 1,849 | | | | | | | | $ | 2,086 | | | | | | | | $ | 2,464 | | | | | | | | $ | 9,035 | | | | |
Water Infrastructure revenue increased $81 million, or 3.2%, to $2,636 million in 2025 compared to 2024.
Revenue growth consisted of organic growth of $88 million, or 3.4%, $41 million of favorable foreign currency translation impacts and $48 million of negative impacts from net divestiture and acquisition activity.
This was partially offset by treatment declines in western Europe due to lower demand and reduced capital project work.
Organic revenue for the transport applications grew by $36 million, led by strong price realization in the U.S., which was partially offset by reduced volume and reduced backlog execution due to softness in the emerging markets.
Applied Water revenue increased $56 million, or 3.1%, to $1,849 million in 2025 compared to 2024.
Revenue growth included organic growth of $42 million and $14 million of favorable foreign currency translation.
Organic growth included $35 million from building solutions, primarily in the commercial end markets, driven by strong price realization and higher demand in the U.S., partially offset by order softness in the emerging markets.
The industrial applications grew by $7 million organically, driven by strong price realization and backlog execution in the U.S. and Canada, partially offset by order softness in the emerging markets.
Revenue growth included organic revenue growth of $172 million, $30 million of revenue growth from acquisitions and favorable foreign currency translation of $13 million.
Smart metering and other applications had $171 million of organic growth, led by energy growth in North America due to strong volume and price realization as well as water growth from project revenue in western Europe.
This growth was partially offset by declines in water in North America due to lower demand following strong prior year backlog execution.
Analytics grew $1 million organically, driven by increased volume and price realization in western Europe, partially offset by lower sales volume due to market softness in the emerging markets.
Revenue growth was driven by organic revenue growth of $117 million, favorable foreign currency translation of $3 million and revenue contributed by acquisitions of $1 million.
Organic revenue growth was led by service growth of $62 million, due to favorable rental price realization in North America.
Organic revenue growth from the capital and other applications of $55 million was driven by increased project revenue in North America.
| Organic Impact | | | (30) | | | (1.1) | | % | | | | 54 | | | 3.0 | | % | | | | 157 | | | 9.4 | | % | | | | (42) | | | (1.7) | | % | | | | 139 | | | 1.6 | | % |
| Acquisitions/(Divestitures) | | | (60) | | | (2.2) | | % | | | | — | | | — | | % | | | | 30 | | | 1.8 | | % | | | | — | | | — | | % | | | | (30) | | | (0.3) | | % |
| Constant Currency | | | (90) | | | (3.3) | | % | | | | 54 | | | 3.0 | | % | | | | 187 | | | 11.2 | | % | | | | (42) | | | (1.7) | | % | | | | 109 | | | 1.3 | | % |
| Total change in orders | | | (55) | | | (2.0) | | % | | | | 69 | | | 3.8 | | % | | | | 201 | | | 12.0 | | % | | | | (41) | | | (1.6) | | % | | | | 174 | | | 2.0 | | % |
| 2025 Orders | | | $ | 2,672 | | | | | | | | $ | 1,893 | | | | | | | | $ | 1,873 | | | | | | | | $ | 2,466 | | | | | | | | $ | 8,904 | | | | |
| *SG&A as a % of revenue* | | | 21.3 | | % | | | | 22.3 | | % | | | | (100) | | bp |
Due to the change in reportable segments effective January 1, 2024, we have provided an updated discussion covering 2023 and 2022 and year-to-year comparisons between 2023 and 2022, reflective of the current reportable segments.*
In the Water Infrastructure segment, we provide the majority of our sales directly to customers along with strong applications expertise, while the remaining amount is through distribution partners.
Evoqua Acquisition
On May 24, 2023, Xylem completed the acquisition of Evoqua.
Commencing from the acquisition date, Xylem’s financial statements include the assets, liabilities, operating results and cash flows of Evoqua.
Refer to Note 3, "Acquisitions and Divestitures," for additional information.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Tax-related special items | | | | | | (19) | | | | | | (0.08) | | | | | | (115) | | | (c) | | | (0.53) | | |
(c)The tax-related special items in 2023 primarily relate to $70 million of tax benefits from tax exam impacts and $27 million of tax benefits relating to tax law changes.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
On a constant currency basis, revenue increased by $1,210 million, or 16.4%, during the year.
- Net income of $890 million, or $3.65 per diluted share, up 30.8% ($1,041 million or $4.27 per diluted share on an adjusted basis, up 13.0% from 2023)
| Revenue | | | | | | $ | 8,562 | | | | | $ | 7,364 | | | | | $ | 5,522 | | | | | 16.3 | | % | | | | 33.4 | | % |
| Gross profit | | | | | | 3,212 | | | | | | 2,717 | | | | | | 2,084 | | | | | | 18.2 | | % | | | | 30.4 | | % |
| Operating income | | | | | | 1,009 | | | | | | 652 | | | | | | 622 | | | | | | 54.8 | | % | | | | 4.8 | | % |
| *Operating margin* | | | | | | 11.8 | | % | | | | 8.9 | | % | | | | 11.3 | | % | | | | 290 | | bp | | | | (240) | | bp |
| U.K. pension settlement expense | | | | | | — | | | | | | — | | | | | | 140 | | | | | | NM | | | | | | NM | | |
| (Loss)/gain from sale of business | | | | | | (46) | | | | | | (1) | | | | | | 1 | | | | | | 4,500.0 | | % | | | | (200.0) | | % |
| *Tax rate* | | | | | | 18.1 | | % | | | | 4.1 | | % | | | | 19.2 | | % | | | | 1,400 | | bp | | | | (1,510) | | bp |
| Net income | | | | | | $ | 890 | | | | | $ | 609 | | | | | $ | 355 | | | | | 46.1 | | % | | | | 71.5 | | % |
Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Water Infrastructure | | | | | | | | | Applied Water | | | | | | | | | Measurement and Control Solutions | | | | | | | | | Water Solutions and Services | | | | | | | | | Total Xylem | | | | | |
| 2023 Revenue | | | $ | 2,215 | | | | | | | | $ | 1,853 | | | | | | | | $ | 1,612 | | | | | | | | $ | 1,684 | | | | | | | | $ | 7,364 | | | | |
| Organic Growth | | | 123 | | | 5.5 | | % | | | | (58) | | | (3.2) | | % | | | | 255 | | | 15.9 | | % | | | | 104 | | | 6.2 | | % | | | | 424 | | | 5.8 | | % |
| Acquisitions/(Divestitures) | | | 221 | | | 10.0 | | % | | | | — | | | — | | % | | | | 4 | | | 0.2 | | % | | | | 561 | | | 33.3 | | % | | | | 786 | | | 10.7 | | % |
| Constant Currency | | | 344 | | | 15.5 | | % | | | | (58) | | | (3.2) | | % | | | | 259 | | | 16.1 | | % | | | | 665 | | | 39.5 | | % | | | | 1,210 | | | 16.5 | | % |
| Total change in revenue | | | 340 | | | 15.3 | | % | | | | (60) | | | (3.3) | | % | | | | 259 | | | 16.1 | | % | | | | 659 | | | 39.2 | | % | | | | 1,198 | | | 16.3 | | % |
*Water Infrastructure*
Water Infrastructure revenue increased $340 million, or 15.3%, to $2,555 million in 2024 compared to 2023.
Revenue growth was partially made up of the revenue contributed by acquisitions of $221 million, with the remainder of the increase coming from organic revenue growth of $123 million, or 5.5%.
Revenue was negatively impacted by $4 million of foreign currency translation.
The transport application had $79 million of organic revenue growth, driven by strength in all of our major geographic regions, led by increased sales volume and price realization in the U.S. and Canada, and backlog execution and infrastructure projects in western Europe.
Organic revenue for the transport application also benefited from increased infrastructure projects in the emerging markets.
Organic revenue for the treatment applications grew by $44 million, led by infrastructure projects in the U.S. and emerging markets.
*Applied Water*
Applied Water revenue decreased $60 million, or 3.3%, to $1,793 million in 2024 compared to 2023.
An excerpt. Shown here: 40 of 250 rewritten, 40 of 106 added and 40 of 340 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
6 rewritten, 0 added, 1 removed, 24 unchanged
Approximately [removed: 43%] [added: 42%] of our [removed: 2024] [added: 2025] revenues were from customers in various locations outside the U.S.
Our principal foreign currency transaction exposures primarily relate to the Euro, Swedish Krona, [removed: British Pound,] Canadian Dollar, [removed: Australian Dollar, and] Polish [removed: Zloty.][added: Zloty, British Pound and Australian Dollar.]
The translation risk is primarily concentrated in the exchange rate between the U.S. Dollar and the Euro, [added: Canadian Dollar,] British Pound, Chinese Yuan, [removed: Canadian Dollar, Australian Dollar,] Swedish [removed: Krona,] [added: Krona] and Indian Rupee.
As of December 31, [removed: 2024,] [added: 2025,] our long-term debt portfolio is primarily comprised of four series of fixed-rate senior notes that total approximately $1.9 billion.
In addition to the senior notes, we also have [removed: $74] [added: $27] million in equipment financings with fixed interest rates.
[removed: We] [added: Our debt portfolio also includes $21 million in variable rate short-term loans, however, we] estimate that a [removed: 10%] [added: 1%] movement in interest rates would not have a material economic impact on our financial position and results of operations.
Our long-term debt portfolio also includes $32 million of variable rate debt, comprised entirely of the $32 million for equipment financings.
Item 1. BUSINESS
116 rewritten, 18 added, 48 removed, 170 unchanged
Xylem is a leading global water technology company with [removed: 2024] [added: 2025] revenues of [removed: $8.6] [added: $9.0] billion and approximately [removed: 23,000] [added: 22,000] employees worldwide.
We design, manufacture and service engineered products and solutions across a wide variety of critical [removed: applications] [added: applications,] primarily in the water sector.
- A strong history of providing innovative products, [removed: solutions, services] [added: services, solutions] and business models to customers
Our purpose is to empower our [added: employees,] customers and communities to build a more water secure world.
Less than 1% of the total water available on earth is fresh water, and the supply is threatened by factors such as the draining of aquifers, increased pollution and [removed: the effects of] [added: changing] climate [removed: change.][added: patterns.]
In the U.S., deteriorating pipe systems, theft or inaccurate meters result in approximately one out of every [removed: six] [added: five] gallons of treated and transported water being lost prior to reaching the end customer.
This problem of "non-revenue" water is a major financial challenge of many utilities globally, especially in developing markets where non-revenue water can represent 10% to [removed: 60% or] more [added: than 60%] of net water produced and the treatment and energy costs to transport water is substantial.
We estimate the total addressable market size of the global water industry, excluding operational expenditures related to labor, energy, and chemicals, to be approximately [removed: $750] [added: $800] billion.
We compete in areas that are pivotal to improving "water affordability," "water quality," and "resilience", while reducing the impact of "water [removed: scarcity".][added: scarcity." "Water affordability" refers to the more efficient delivery, use and treatment of clean water and wastewater.]
"Resilience" refers to the management of water-related risks, including [added: adaptation to changing] climate [removed: change mitigation,] [added: patterns,] and the resilience of water infrastructure.
"Water scarcity" refers to the management of the limited supply of water due to [removed: climate change, overpopulation and pollution.]
Additionally, we also provide solutions to enhance communications and efficiency, improve [removed: safety] [added: safety,] and conserve resources to customers in the water sector.
This customer base includes water and wastewater utilities that supply, treat and monitor clean water or transport, treat and analyze wastewater or storm water through an infrastructure network, and engineering, procurement and construction ("EPC") firms and [removed: third party] [added: third-party] contractors, that work with utilities to design and build water and wastewater infrastructure networks, as depicted below.
Utilities and other customers require products, [removed: solutions,] services, [added: solutions,] technology and application expertise from their Equipment, Technology and Services providers to address trends such as rising pollution, stricter regulations, increasing operational costs and the increased outsourcing of process knowledge.
In addition to utilities, Equipment, Technology and Service companies also provide distinct [removed: technologies] [added: technologies, services,] and application expertise [removed: and services] to a wide array of entities, including farms, mines, power plants, industrial [removed: facilities (such] [added: facilities, such] as food and beverage and pharmaceutical [removed: manufacturers)] [added: manufacturers,] and residential and commercial customers seeking to address similar trends.
[removed: ][added: ]
This approach helps us build strong, lasting relationships and [removed: helps align] [added: aligns] our products and services with customer needs.
We are committed to simplifying how we do business and equipping our sales teams with the tools, [removed: training,] [added: training] and [removed: insights needed to engage customers effectively.]
We emphasize transactional excellence to aim for every customer interaction to be seamless, [removed: efficient,] [added: efficient] and value-driven.
We aspire for our customers to be enthusiastic advocates for our [removed: brand.][added: brands.]
By applying the 80/20 principle, we focus on the most impactful opportunities to create significant [added: customer] value.
We aim to expand our [removed: market share,] [added: capabilities,] optimize our product portfolio, and drive [added: profitable] revenue growth through strategic investments and partnerships.
Additionally, we are dedicated to building high-margin, recurring revenue in growing markets, intelligent [removed: solutions,] [added: solutions] and services.
- Operational Excellence. We are committed to being a leading operator by continuously improving our processes, [removed: systems,] [added: systems] and capabilities to enhance efficiency and effectiveness.
By applying the 80/20 principle to streamline our business, we aim to enhance throughput, reduce [removed: inventory,] [added: inventory] and improve product [removed: quality.][added: quality and customer response time.]
Implementing lean continuous improvement practices allows us to reduce waste and enhance the speed and ease [removed: of doing business,] [added: with which customers do business with us,] making our operations more efficient and effective.
Through our Xylem Management System and Goal Deployment Process, we align our efforts with [added: our] strategic objectives, driving disciplined execution and operational excellence.
- Sustainability Leadership. We strive to be a sustainability leader by integrating sustainability into our business strategy, with a strong emphasis on advancing favorable long-term financial and sustainability outcomes for our customers through our [added: products, services and] solutions.
We also aim to minimize our environmental impact, promote resource [removed: conservation,] [added: conservation] and support [added: our] customers and the communities we serve together.
Our priorities are focused in three areas: decarbonizing the water sector, accelerating corporate water stewardship, and advancing [removed: WASH (Water, Sanitation,] [added: water, sanitation] and [removed: Hygiene)] [added: hygiene ("WASH")] access and capacity building.
Additionally, we are partnering with venture impact funds, philanthropic organizations, [removed: customers,] [added: customers] and suppliers to develop long-term commercial opportunities in new markets.
Our sustainability leadership, including [removed: the skill-based] volunteering by [added: our] employees, provides Xylem with distinct advantages in competitive talent markets.
We have activated our high-impact culture through three high-impact behaviors: inspired to innovate, [removed: accountable] [added: empowered] to [removed: deliver,] [added: lead,] and [removed: empowered] [added: accountable] to [removed: lead.][added: deliver.]
These behaviors drive our employees to learn and innovate every day, to [removed: know] [added: understand] their role in contributing to our purpose and strategy, and to deliver on our commitments to our [added: investors,] customers and communities.
Our [removed: strategic plan] [added: strategy] firmly embeds sustainability at the heart of our competitive advantage and unique business [removed: model,] [added: model] and aligns each of our five [removed: core] strategic pillars to the overarching goal of integrating sustainability into everything we do.
We have four reportable business segments that are aligned around the critical market applications they provide: Water Infrastructure, Applied Water, Measurement and Control [removed: Solutions] [added: Solutions,] and Water Solutions and Services.
| | | | | | | Market Applications | | | | | | [removed: 2024] [added: 2025] Revenue (in millions) | | | | | | % Revenue | | | | | | Major Products | | | | | | Primary Brands | | |
| Water Infrastructure | | | | | | Transport | | | | | | $ | [removed: 1,498] [added: 1,556] | | | | | 59 | | % | | | | •Water and wastewater pumps •Filtration, disinfection and biological treatment equipment | | | | | | •Flygt •Ionpure [removed: •Vortisand] [added: •Leopold •Neptune Benson •Sanitare] •Wallace & Tiernan •Wedeco | | |
| Applied Water | | | | | | Building Solutions | | | | | | $ | [removed: 997] [added: 1,037] | | | | | 56 | | % | | | | •Pumps •Valves •Heat exchangers •Controls •Dispensing equipment systems | | | | | | [removed: •Rule] •Bell & Gossett •Flojet •Goulds Water Technology •Jabsco •Lowara [removed: •Standard Xchange] [added: •Rule] | | |
| | | | Industrial Water | | | | | | [removed: 796] [added: 812] | | | | | | 44 | | % | | | | | | | | | | | | | | | |
It is estimated that approximately 4% of the world's electricity is used to move and transport water.
environmental impacts, overpopulation and pollution.
Our customers often face all four of these challenges, ranging from inefficient and aging water distribution networks and energy‑intensive or unreliable water and wastewater management systems (reducing water affordability); increasing variability in influent quality, alongside stormwater runoff, industrial discharges, and emerging contaminants (impacting water quality); exposure to natural disasters such as floods (requiring improvements in resilience); or droughts and pollution that limit the amount of water readily available (causing water scarcity).
insights needed to engage with customers effectively.
| | | | Treatment | | | | | | 1,080 | | | | | | 41 | | % | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | $ | 2,636 | | | | | 100 | | % | | | | | | | | | | | | |
| | | | | | | | | | | | | $ | 1,849 | | | | | 100 | | % | | | | | | | | | | | | |
| | | | Analytics | | | | | | 360 | | | | | | 17 | | % | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 2,086 | | | | | 100 | | % | | | | | | | | | | | | | | | |
| | | | Services | | | | | | 1,005 | | | | | | 41 | | % | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 2,464 | | | | | 100 | | % | | | | | | | | | | | | | | | |
Outside of North America, nearly all of our sales are for the water market.
Xylem Vue is a unified software analytics platform built for water utilities to manage their operations from end-to-end.
In order to reach these customers, we leverage our application expertise in process water and
and $5,070 million at December 31, 2024.
In 2021, in partnership with Goldman Sachs, we continued
We have competitively differentiated approaches to talent development, with a strong focus on developing skills for strategically important capabilities, such as product management, artificial intelligence and leadership competence.
We also have formal programs and trainings to attract, develop and retain the best talent, including entry-level talent recruitment programs and development programs for general managers, emerging high-potential leaders and people leaders.
"Water affordability" refers to the more efficient delivery, use and treatment of clean water and wastewater.
Our customers often face all four of these challenges, ranging from inefficient and aging water distribution networks and energy-intensive or unreliable water and wastewater management
systems (requiring improvements in water affordability); droughts and pollution which limit the amount of water readily available (causing water scarcity); or exposure to natural disasters such as floods (requiring improvements in resilience).
| | | | Treatment | | | | | | 1,057 | | | | | | 41 | | % | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | $ | 2,555 | | | | | 100 | | % | | | | | | | | | | | | |
| | | | | | | | | | | | | $ | 1,793 | | | | | 100 | | % | | | | | | | | | | | | |
| | | | Analytics | | | | | | 352 | | | | | | 19 | | % | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 1,871 | | | | | 100 | | % | | | | | | | | | | | | | | | |
| | | | Services | | | | | | 988 | | | | | | 42 | | % | | | | | | | | | | | | | | | |
| | | | | | | | | | $ | 2,343 | | | | | 100 | | % | | | | | | | | | | | | | | | |
Our key competitors in the Water Infrastructure segment include De Nora, Grundfos, KSB Inc., ProMinent, Sulzer Ltd., Trojan (Veralto Corporation), and Veolia.
Our key competitors in the Applied Water segment include Franklin Electric Co., Inc, Grundfos, Pentair plc, and Wilo SE.
Our key competitors in the Measurement and Control Solutions segment include Badger Meter, Echologics (Mueller Water Products), Hach (Veralto Corporation), Itron, Kamstrup, Landis+Gyr, Neptune (Roper), and Teledyne.
generation.
Our key competitors in the Water Solutions and Services segment include Ecolab, MPW Industrial Services, Ovivo, Sunbelt Rentals and United Rentals.
currency fluctuations, and other factors.
In addition to investments made in software development, which were capitalized, we incurred $230 million, $232 million, and $206 million as a result of R&D investment spending in 2024, 2023 and 2022, respectively.
We do not
We conduct regular employee surveys and listening sessions to understand our employees’ perspectives, identify areas for additional focus and establish action plans.
This includes specific feedback from our colleagues through short pulse surveys that provide insights into employee engagement, customer focus, company culture and organizational effectiveness.
In addition, we periodically conduct ad hoc surveys to gain insights into other relevant topics, including well-being, safety and professional development.
*Inclusion and Belonging*
We are committed to a workplace that creates a sense of belonging for everyone: where all our colleagues feel involved, respected, valued, heard, connected, able to bring their authentic selves to the workplace, and empowered to do their best work.
We believe that Xylem is strongest when we embrace the power of belonging and inclusion to drive innovation, to make us more competitive, to positively impact employee and customer satisfaction and the Company’s performance, and to better serve the communities in which we operate, creating value for our shareholders and other stakeholders.
Our commitment to fostering this environment starts with our Board of Directors (“Board”) and senior leadership team, who represent a broad spectrum of backgrounds, identities and perspectives.
We believe that the diversity of backgrounds, experiences and perspectives of our Board and senior leadership team enhances our ability to evolve and execute our business strategy and to attract and retain the best talent.
Key strategies anchoring our efforts to become a more innovative and inclusive organization – and incorporate broader experiences, backgrounds, skill sets, and perspectives into our work – include expanding sourcing channels and prioritizing candidate slates that include a diversity of backgrounds, experiences, and perspectives, when filling professional roles to increase the pool of qualified candidates considered.
All of our hiring, retention and promotion decisions are merit-based.
We offer Employee Network Groups, which are voluntary, employee-led groups formed by colleagues with a common affinity, such as gender, race, sexual orientation and gender identity, military status or other attributes.
Each Employee Network Group is sponsored and supported by one or more senior leaders and all groups are open to all employees regardless of any diversity attributes with which they may identify.
Collectively, approximately 4,500 colleagues participate as members of our network groups.
We seek to align our compensation to support execution of our strategy and drive our high-impact culture.
Accordingly, in 2021, the Company expanded its sustainability-linked compensation for our senior leaders, as well as a broader group of executives, through a special, one-time grant of performance share units with goals that are based on five of our strategically transformative 2025 Sustainability goals.
We continue to expand our long-term incentive program to reach deeper in the organization to recognize key talent and top performers, and to attract and retain digital talent.
We continue to balance in-person, remote and hybrid work based on business needs to attract top talent.
While the approaches differ by country and role, for office-based colleagues, we generally have a hybrid working approach.
To support our colleagues with this working approach, we provide high-touch global onboarding and continue to enhance collaboration technologies.
These programs span across all levels, businesses and functions, including entry-level talent recruitment programs, development programs for emerging leaders, people leader training and executive leadership development.
We also provide on-demand/self-paced learning through our recently enhanced learning management system.
We prioritize employee engagement through regular, year-round discussions focused on performance feedback and development, opportunities to work on special projects, and volunteer activities involving Watermark, our corporate responsibility program, as well as Xylem Ignite, our youth engagement program.
An excerpt. Shown here: 40 of 116 rewritten, all 18 added and 40 of 48 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 5 removed, 2 unchanged
See Note 20, "Commitments and [removed: Contingencies",] [added: Contingencies,"] of the consolidated financial statements included in Item 8 of Part II of this 10-K for information regarding certain legal and regulatory proceedings we are involved in.
Evoqua previously disclosed in its public filings that the United States Attorney’s Office for the District of Massachusetts was investigating whether financial misstatements were made in Evoqua’s public filings and earnings announcements from 2016 to 2018 and prior to Xylem’s purchase of Evoqua.
Xylem previously disclosed in our 2023 Annual Report that the investigation was moved to the United States Attorney’s Office for the District of Rhode Island (the “USAO”).
On May 13, 2024, Evoqua and the USAO entered into a non-prosecution agreement (the “Agreement”) to resolve the matter.
Under the Agreement, Evoqua paid a criminal monetary penalty of $8.5 million.
The Agreement does not include a compliance monitorship, and Evoqua agreed to certain ongoing monitoring, reporting and compliance obligations for a period of two years.
Cover and table of contents
30 rewritten, 7 added, 7 removed, 79 unchanged
| | | | | | | For the fiscal year ended | | | December 31, [removed: 2024] [added: 2025] | | | | | | | | |
The aggregate market value of the common stock of the registrant held by non-affiliates of the registrant as of June 30, [removed: 2024] [added: 2025] was approximately [removed: $32.8] [added: $31.0] billion.
As of February [removed: 28, 2025,] [added: 20, 2026,] there were [removed: 243,046,226] [added: 243,141,405] outstanding shares of the registrant’s common stock, par value $0.01 per share.
Portions of the registrant’s definitive proxy statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareowners, to be held in May [removed: 2025,] [added: 2026,] are incorporated by reference into Part II and Part III of this Report.
For the fiscal year ended December 31, [removed: 2024][added: 2025]
| 1A. | | | [Risk [removed: Factors](#i493bb054c7c54f1cb6cbad5626d55519_16)] [added: Factors](#i62b4bf1737eb4921aab6f2bea3b40135_16)] | | | [removed: [16](#i493bb054c7c54f1cb6cbad5626d55519_16)] [added: [15](#i62b4bf1737eb4921aab6f2bea3b40135_16)] | | |
| 1B. | | | [Unresolved Staff [removed: Comments](#i493bb054c7c54f1cb6cbad5626d55519_19)] [added: Comments](#i62b4bf1737eb4921aab6f2bea3b40135_19)] | | | [removed: [28](#i493bb054c7c54f1cb6cbad5626d55519_19)] [added: [26](#i62b4bf1737eb4921aab6f2bea3b40135_19)] | | |
| 1C. | | | [Cyber [removed: Security](#i493bb054c7c54f1cb6cbad5626d55519_22)] [added: Security](#i62b4bf1737eb4921aab6f2bea3b40135_22)] | | | [removed: [29](#i493bb054c7c54f1cb6cbad5626d55519_22)] [added: [26](#i62b4bf1737eb4921aab6f2bea3b40135_22)] | | |
| 3 | | | [Legal [removed: Proceedings](#i493bb054c7c54f1cb6cbad5626d55519_28)] [added: Proceedings](#i62b4bf1737eb4921aab6f2bea3b40135_28)] | | | [removed: [32](#i493bb054c7c54f1cb6cbad5626d55519_28)] [added: [29](#i62b4bf1737eb4921aab6f2bea3b40135_28)] | | |
| 4 | | | [Mine Safety [removed: Disclosures](#i493bb054c7c54f1cb6cbad5626d55519_31)] [added: Disclosures](#i62b4bf1737eb4921aab6f2bea3b40135_31)] | | | [removed: [32](#i493bb054c7c54f1cb6cbad5626d55519_31)] [added: [29](#i62b4bf1737eb4921aab6f2bea3b40135_31)] | | |
| * | | | [Information about our Executive [removed: Officers](#i493bb054c7c54f1cb6cbad5626d55519_34)] [added: Officers](#i62b4bf1737eb4921aab6f2bea3b40135_34)] | | | [removed: [33](#i493bb054c7c54f1cb6cbad5626d55519_34)] [added: [30](#i62b4bf1737eb4921aab6f2bea3b40135_34)] | | |
| | | | [Board of [removed: Directors](#i493bb054c7c54f1cb6cbad5626d55519_37)] [added: Directors](#i62b4bf1737eb4921aab6f2bea3b40135_37)] | | | [removed: [34](#i493bb054c7c54f1cb6cbad5626d55519_37)] [added: [31](#i62b4bf1737eb4921aab6f2bea3b40135_37)] | | |
| 5 | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i493bb054c7c54f1cb6cbad5626d55519_43)] [added: Securities](#i62b4bf1737eb4921aab6f2bea3b40135_43)] | | | [removed: [35](#i493bb054c7c54f1cb6cbad5626d55519_43)] [added: [32](#i62b4bf1737eb4921aab6f2bea3b40135_43)] | | |
| 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i493bb054c7c54f1cb6cbad5626d55519_49)] [added: Operations](#i62b4bf1737eb4921aab6f2bea3b40135_49)] | | | [removed: [38](#i493bb054c7c54f1cb6cbad5626d55519_49)] [added: [34](#i62b4bf1737eb4921aab6f2bea3b40135_49)] | | |
| 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i493bb054c7c54f1cb6cbad5626d55519_61)] [added: Risk](#i62b4bf1737eb4921aab6f2bea3b40135_64)] | | | [removed: [66](#i493bb054c7c54f1cb6cbad5626d55519_61)] [added: [53](#i62b4bf1737eb4921aab6f2bea3b40135_64)] | | |
| 8 | | | [Financial Statements and Supplementary [removed: Data](#i493bb054c7c54f1cb6cbad5626d55519_64)] [added: Data](#i62b4bf1737eb4921aab6f2bea3b40135_67)] | | | [removed: [67](#i493bb054c7c54f1cb6cbad5626d55519_64)] [added: [54](#i62b4bf1737eb4921aab6f2bea3b40135_67)] | | |
| 9 | | | [Changes In and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i493bb054c7c54f1cb6cbad5626d55519_154)] [added: Disclosure](#i62b4bf1737eb4921aab6f2bea3b40135_160)] | | | [removed: [130](#i493bb054c7c54f1cb6cbad5626d55519_154)] [added: [113](#i62b4bf1737eb4921aab6f2bea3b40135_160)] | | |
| 9A. | | | [Controls and [removed: Procedures](#i493bb054c7c54f1cb6cbad5626d55519_157)] [added: Procedures](#i62b4bf1737eb4921aab6f2bea3b40135_163)] | | | [removed: [130](#i493bb054c7c54f1cb6cbad5626d55519_157)] [added: [113](#i62b4bf1737eb4921aab6f2bea3b40135_163)] | | |
| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i493bb054c7c54f1cb6cbad5626d55519_163)] [added: Inspections](#i62b4bf1737eb4921aab6f2bea3b40135_169)] | | | [removed: [130](#i493bb054c7c54f1cb6cbad5626d55519_163)] [added: [113](#i62b4bf1737eb4921aab6f2bea3b40135_169)] | | |
| 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i493bb054c7c54f1cb6cbad5626d55519_172)] [added: Governance](#i62b4bf1737eb4921aab6f2bea3b40135_178)] | | | [removed: [132](#i493bb054c7c54f1cb6cbad5626d55519_172)] [added: [115](#i62b4bf1737eb4921aab6f2bea3b40135_178)] | | |
| 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i493bb054c7c54f1cb6cbad5626d55519_178)] [added: Matters](#i62b4bf1737eb4921aab6f2bea3b40135_184)] | | | [removed: [132](#i493bb054c7c54f1cb6cbad5626d55519_178)] [added: [115](#i62b4bf1737eb4921aab6f2bea3b40135_184)] | | |
| 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i493bb054c7c54f1cb6cbad5626d55519_181)] [added: Independence](#i62b4bf1737eb4921aab6f2bea3b40135_187)] | | | [removed: [132](#i493bb054c7c54f1cb6cbad5626d55519_181)] [added: [115](#i62b4bf1737eb4921aab6f2bea3b40135_187)] | | |
| 14 | | | [Principal Accounting Fees and [removed: Services](#i493bb054c7c54f1cb6cbad5626d55519_184)] [added: Services](#i62b4bf1737eb4921aab6f2bea3b40135_190)] | | | [removed: [132](#i493bb054c7c54f1cb6cbad5626d55519_184)] [added: [115](#i62b4bf1737eb4921aab6f2bea3b40135_190)] | | |
| 15 | | | [Exhibits, Financial Statement [removed: Schedules](#i493bb054c7c54f1cb6cbad5626d55519_190)] [added: Schedules](#i62b4bf1737eb4921aab6f2bea3b40135_196)] | | | [removed: [133](#i493bb054c7c54f1cb6cbad5626d55519_190)] [added: [116](#i62b4bf1737eb4921aab6f2bea3b40135_196)] | | |
Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” "contemplate," "predict," [added: "outlook,"] “forecast,” “likely,” “believe,” “target,” [added: “goal,” “objective,”] “will,” “could,” “would,” “should,” "potential," "may" and similar expressions or their negative, may, but are not necessary to, identify forward-looking statements.
Although we believe that [removed: 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 [removed: condition and] [added: condition,] results of operations, [removed: as well as] [added: and] any forward-looking [removed: statements,] [added: 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 [removed: conditions on our] [added: conditions, including industrial, governmental, and public and private sector spending, interest rates, availability of funding for customers, inflation and governments’ related monetary policy in response, and the strength of the real estate] markets, [removed: customers’ operating conditions] [added: on economic activity] and [removed: demand;] [added: our operations;] geopolitical [removed: events, conditions and volatility,] [added: matters,] including [added: nationalism,] protectionism and [removed: other] anti-global sentiment, [removed: possible escalation of the conflicts] [added: volatility] involving [removed: Russia and Ukraine, and] the [removed: Middle East,] [added: U.S.] and [added: other governments, ongoing, escalation or outbreak of international conflicts, and] regulatory, [added: trade protection,] economic and other risks associated with our global [removed: sales, supply chain] [added: sales] and operations; manufacturing and operating cost increases due to macroeconomic conditions, including inflation, energy supply, supply chain shortages, logistics challenges, [removed: tight] labor [removed: markets, prevailing price changes, new or additional tariffs] [added: shortages, trade agreements, tariffs,] and other [added: trade protection measures, and other] factors; demand for our products, disruption, competition or pricing pressures in the markets we serve; cybersecurity [removed: incidents] [added: incidents, data breaches,] or other disruptions of information technology systems on which we [added: or our customers] rely, or involving our connected products and services; lack of availability or delays in receiving parts and raw materials from our supply chain, including [removed: electronic components (in particular, semiconductors);] [added: semiconductors or other key components; operational] disruptions [removed: in operations] at our facilities or that of third parties upon which we rely; [removed: uncertainty related to the realization of revenue synergies related to our acquisition of Evoqua Water Technologies Corp. ("Evoqua");] safe and compliant treatment and handling of water, wastewater and hazardous materials; failure to successfully execute large projects, including [removed: meeting] [added: as respects] performance guarantees and customers’ budgets, timelines and safety requirements; our ability to [removed: retain] [added: retain, compete for] and attract [removed: leadership and] [added: leadership,] other key [removed: talent, as well as competition for overall] talent and labor; defects, security, warranty and liability claims, and recalls related to our products; uncertainty around [removed: our simplification,] productivity, [added: simplification,] restructuring and realignment actions and related [removed: costs, savings] [added: costs] and [removed: business impacts;] [added: savings;] our ability to execute strategic investments for growth, including 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, [removed: including the effects of] [added: volatile weather events, or changing] climate [removed: change;] [added: patterns;] risks related to our sustainability [removed: commitments] [added: efforts] and related [removed: voluntary or required] 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; [removed: regulatory and financial market risks related to our pension and other defined benefit plans;] failure to comply with, or changes in, laws or [removed: regulations, including related] [added: regulations pertaining] to our business conduct, operations, products and services, including anti-corruption, [added: artificial intelligence,] data privacy and security, trade, competition, the environment, [removed: 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.
Forward-looking and other statements in this Report regarding our environmental and other sustainability [added: efforts,] 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 [removed: SEC.][added: SEC or other regulatory authorities, and are not intended to create legal rights or obligations.]
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 [removed: evolve; third-party data, review, representations, or certifications; information from acquired entities, which may be subject to ongoing review, may not yet or ever be integrated into our reporting processes, and may not be reconcilable with our processes;] [added: evolve,] and assumptions that are subject to change in the future.
| 1 | | | [Business](#i62b4bf1737eb4921aab6f2bea3b40135_13) | | | [4](#i62b4bf1737eb4921aab6f2bea3b40135_13) | | |
| 2 | | | [Properties](#i62b4bf1737eb4921aab6f2bea3b40135_25) | | | [28](#i62b4bf1737eb4921aab6f2bea3b40135_25) | | |
| 6 | | | [Reserved](#i62b4bf1737eb4921aab6f2bea3b40135_46) | | | [33](#i62b4bf1737eb4921aab6f2bea3b40135_46) | | |
| 9B. | | | [Other Information](#i62b4bf1737eb4921aab6f2bea3b40135_166) | | | [113](#i62b4bf1737eb4921aab6f2bea3b40135_166) | | |
| 11 | | | [Executive Compensation](#i62b4bf1737eb4921aab6f2bea3b40135_181) | | | [115](#i62b4bf1737eb4921aab6f2bea3b40135_181) | | |
| 16 | | | [Form 10-K Summary](#i62b4bf1737eb4921aab6f2bea3b40135_199) | | | [120](#i62b4bf1737eb4921aab6f2bea3b40135_202) | | |
| | | | [Signatures](#i62b4bf1737eb4921aab6f2bea3b40135_202) | | | [120](#i62b4bf1737eb4921aab6f2bea3b40135_202) | | |
| 1 | | | [Business](#i493bb054c7c54f1cb6cbad5626d55519_13) | | | [4](#i493bb054c7c54f1cb6cbad5626d55519_13) | | |
| 2 | | | [Properties](#i493bb054c7c54f1cb6cbad5626d55519_25) | | | [31](#i493bb054c7c54f1cb6cbad5626d55519_25) | | |
| 6 | | | [Reserved](#i493bb054c7c54f1cb6cbad5626d55519_46) | | | [37](#i493bb054c7c54f1cb6cbad5626d55519_46) | | |
| 9B. | | | [Other Information](#i493bb054c7c54f1cb6cbad5626d55519_160) | | | [130](#i493bb054c7c54f1cb6cbad5626d55519_160) | | |
| 11 | | | [Executive Compensation](#i493bb054c7c54f1cb6cbad5626d55519_175) | | | [132](#i493bb054c7c54f1cb6cbad5626d55519_175) | | |
| 16 | | | [Form 10-K Summary](#i493bb054c7c54f1cb6cbad5626d55519_193) | | | [137](#i493bb054c7c54f1cb6cbad5626d55519_196) | | |
| | | | [Signatures](#i493bb054c7c54f1cb6cbad5626d55519_196) | | | [137](#i493bb054c7c54f1cb6cbad5626d55519_196) | | |
Item 1C. CYBERSECURITY.
26 rewritten, 6 added, 12 removed, 1 unchanged
[removed: *Cybersecurity Risk] [added: *Risk] Management and Strategy*
Cybersecurity [removed: risk management] is integrated into our Enterprise Risk Management (“ERM”) Program, which [removed: is our approach to identifying, assessing, prioritizing] [added: assesses] and [removed: mitigating] [added: monitors] risks [removed: to] [added: across] the Company, [removed: with] [added: including cyber threats and related risk] mitigation [removed: efforts focused on the highest risks.][added: plans.]
We maintain a comprehensive cybersecurity program [removed: that encompasses our] [added: covering] enterprise information [removed: technology, including operational] technology [added: (“IT”), operational technology,] and [removed: technology of third parties] [added: third-party systems] on which we rely, [removed: and] [added: as well as our] connected products and services.
[removed: Our enterprise cybersecurity] [added: This] program is guided by the National Institute of Standards and Technology’s (“NIST”) Cybersecurity [removed: Framework.][added: Framework and the ISA/IEC 62443 standard, respectively.]
Key areas of responsibility [removed: in the program include] [added: include:] governance, risk and [removed: compliance,] [added: compliance;] threat analysis and [removed: response,] [added: incident response;] security architecture and [removed: engineering,] [added: engineering;] security [removed: operations] [added: operations; product security; software development;] and [removed: secure manufacturing operations.][added: innovation management.]
[removed: Both the enterprise and connected products and services programs are] [added: Our program is] designed to assess, identify and manage risks from cybersecurity threats in order to protect and preserve the security, resiliency, integrity and continued availability of the Company’s [removed: information] [added: enterprise IT and operational] technology systems and connected products and services, [removed: and] [added: while] also [removed: to protect] [added: protecting] the confidentiality and integrity of information owned by, or in the custody and care of, the Company.
We maintain cybersecurity policies that apply to all employees, [removed: businesses and functions,] as well as third-party vendors and contractors as required by [removed: our] [added: applicable] legal [removed: agreements with them.][added: agreements.]
These policies specify roles and responsibilities, fundamental [removed: principles] [added: principles,] and proper controls required for Xylem’s protection, and also require the use of certain [removed: cyber] risk management processes to onboard new suppliers and other third parties.
We periodically review our policies to identify potential gaps or areas for improvement, considering changes in the [removed: Company,] [added: Company] and its connected products and services, as appropriate.
Our Cybersecurity Incident Response Plan [removed: (“IRP”), which] [added: (“IRP”)] generally aligns with NIST's [removed: guidance,] [added: guidance and] provides management with a standardized framework for responding to an actual or potential cybersecurity threat or incident.
The IRP sets out [removed: a coordinated approach to] [added: procedures for] investigating, containing, documenting and mitigating incidents, [removed: including reporting findings and] keeping [removed: senior] management and other key stakeholders [removed: informed] [added: informed, reporting findings,] and [removed: involved] [added: engaging third-party experts for advice and incident response,] as appropriate.
The IRP [removed: undergoes] [added: is tested] at least [removed: annual tabletop exercises, the results of which are used] [added: annually for effectiveness and] to identify areas for improvement in our processes and technologies.
[removed: We] [added: As specified by our IRP, we] have protocols and processes by which certain cybersecurity [removed: incidents, as specified by our IRP,] [added: incidents] are escalated within the Company and, as appropriate, to the [removed: Audit Committee of the] Board of [removed: Directors.][added: Directors (“Board”).]
Employees receive [removed: annual and] ongoing education and training [removed: regarding] [added: on] relevant cybersecurity risks and practices, including [added: periodic refreshers on] how to protect information and systems from cyber [removed: threats.][added: threats, as well as monthly phishing simulations.]
[removed: *Cybersecurity Governance*][added: *Governance*]
[removed: In line with its broader strategic oversight, the] [added: Our] Board oversees cybersecurity, including [removed: strategy] [added: strategy, risk] and processes.
At least semi-annually, the [removed: Audit Committee or full] Board [removed: receive] [added: receives] reports from the Chief Information Officer (“CIO”) [removed: and] [added: or the] Chief Information Security Officer (“CISO”).
Reports [added: may] include [removed: topics such as] updates on the Company’s cybersecurity risk profile, [removed: assessments of the Company’s enterprise and product security programs, management’s strategy for managing risks,] [added: cyber program assessments, risk management strategy,] measures implemented to identify and mitigate cybersecurity risks, the status of projects to strengthen the Company’s cybersecurity posture, the emerging [removed: cybersecurity] threat [removed: landscape] [added: landscape,] and other relevant topics.
The Company’s Cyber Risk Committee (“CRC”), comprised of a cross-functional group of senior executives, [removed: provides advice and] [added: advises on cybersecurity] governance [removed: regarding the Company’s] [added: and] strategic [removed: management of cybersecurity across] [added: matters, and receives periodic briefings from] the [removed: Company,] [added: CISO or external experts,] including [added: related to] cybersecurity risk posture, projects, issues, threat intelligence and escalations.
[removed: At its periodic meetings, the] [added: The] CRC [added: also] receives [removed: reports and presentations from the CISO or third parties on internal and external cybersecurity matters, and, as appropriate,] briefings from the CISO on cybersecurity incidents, [removed: the Company’s] [added: including] incident response, [removed: recovery and remediation] [added: recovery, remediation,] and actual or potential impacts.
[removed: Our CISO, who has extensive cybersecurity knowledge and skills gained from over 25 years of relevant work experience, and is a Certified Information Systems Security Professional,] [added: The CISO] is responsible for assessing, monitoring and advising the [removed: Company’s various business units, management] [added: Company] and the Board on risks from cybersecurity threats; implementing cybersecurity strategy, programs and processes across our enterprise and connected products and services; reviewing [removed: the] risk management measures [removed: implemented by the Company] to identify and mitigate cybersecurity risks; and overseeing [removed: the maintenance and deployment of the Cybersecurity Incident Response Plan.][added: our IRP.]
The CISO leads the Company’s Cybersecurity Team [removed: (“Team”),] comprised of individuals with a broad range of cybersecurity skills, experiences and certifications.
The [added: Cybersecurity] Team [added: oversees the Company’s cybersecurity program and] is responsible for the implementation, monitoring and maintenance of the Company’s cybersecurity practices in coordination with [removed: its businesses, operations and functions, and oversees] the [removed: Company’s cybersecurity program.][added: business teams and functions.]
*Material [removed: Cybersecurity] Risks, Threats & Incidents*
Although we have experienced actual and attempted cybersecurity threats and incidents in the past, we do not believe that the risks from any of these [removed: events] [added: threats] or incidents, individually or in the aggregate, have materially affected our business, operations or financial condition, or are reasonably likely to have such an effect.
However, due to [added: the] evolving [added: nature of] cybersecurity threats, it has and will continue to be difficult to prevent, detect, mitigate, and remediate cybersecurity incidents.
We employ policies, processes, tools, technology, training, incident response and regular testing – such as vulnerability scans and penetration tests of our enterprise and product security programs – to identify and mitigate cybersecurity risks.
Third-party assessments of these programs are conducted periodically to assist with identifying, assessing, and managing cybersecurity risks.
We also maintain cyber insurance to mitigate potential financial exposure from certain incidents.
The Board also reviews ERM Program findings, including those related to cybersecurity risk.
Our CISO has extensive cybersecurity knowledge and skills gained from over 25 years of relevant work experience, and is a Certified Information Systems Security Professional.
For further discussion of our cybersecurity risks, see “Item 1A.
Our ERM Program assesses risks, including those related to cybersecurity, annually, and monitors such risks on an ongoing basis.
Our connected products and services cybersecurity program is guided by the ISA/IEC 62443 standard.
Key areas of responsibility include product security, software development, innovation management, threat analysis and incident response.
Elements of the programs include policies, standards, architecture, processes, tools, technology, employee education and training, and incident response.
Our enterprise and product security programs undergo regular testing, including periodic vulnerability scanning and penetration testing.
In addition, we also periodically engage third parties to assess our enterprise and product security programs and provide consultation and advice to assist with assessing, identifying and managing cybersecurity risks.
The IRP also specifies the use of third-party experts for legal advice, consulting and incident response, as appropriate.
We also conduct monthly phishing simulations to increase employees’ ability to detect and prevent such threats.
The Company maintains insurance as part of its cybersecurity risk mitigation strategy to provide protection against certain potential losses arising from certain cybersecurity incidents.
To assist with oversight of cybersecurity, the Board has delegated to its Audit Committee responsibility to oversee certain aspects of cybersecurity, including controls and reporting.
The Board also receives a report from management on the results of the Company’s annual ERM Program risk assessment, as well periodic updates on the ERM Program and ongoing monitoring of the Company’s risks, including cybersecurity risk, as appropriate.
For a more detailed discussion of the risks we face see the discussion set forth under “Item 1A.
Item 2. PROPERTIES
5 rewritten, 1 added, 1 removed, 37 unchanged
We have approximately [removed: 500] [added: 400] locations in more than 50 countries.
These properties total approximately 15 million square feet, of which more than [removed: 400] [added: 300] locations, or approximately [removed: 8] [added: 9] million square feet, are leased.
| Vadodara | | | | | | India | | | | | | Manufacturing and Research & Development | | | | | | [removed: 240,000] [added: 337,000] | | | | | | Leased | | | | | | | | |
| Dubois | | | | | | PA | | | | | | Manufacturing | | | | | | [removed: 137,000] [added: 333,000] | | | | | | [removed: Leased] [added: Owned] | | | | | | | | |
| Schaffhausen | | | | | | Switzerland | | | | | | Administration | | | | | | [removed: 26,000] [added: 18,000] | | | | | | Leased | | | | | | | | |
| Guadalupe | | | | | | Mexico | | | | | | Manufacturing | | | | | | 315,000 | | | | | | Leased | | | | | | | | |
| Stockerau | | | | | | Austria | | | | | | Sales & Service Office | | | | | | 234,000 | | | | | | Owned | | | | | | | | |
Item 4. MINE SAFETY DISCLOSURES
11 rewritten, 2 added, 4 removed, 40 unchanged
The following information is provided regarding the executive officers of Xylem as of February [removed: 4, 2025:][added: 10, 2026:]
| Matthew F. Pine | | | | | | [removed: 53] [added: 54] | | | | | | President and Chief Executive Officer (2024) | | | | | | •Chief Operating Officer (2023) •Senior VP and President, Americas, Applied Water Systems and Measurement and Control Systems (2022) •Senior VP and President, Americas and Applied Water Systems (2020) [removed: •President, Carrier Residential, United Technologies Corporations (2018), a multinational industrial conglomerate] | | |
| William K. Grogan | | | | | | [removed: 46] [added: 47] | | | | | | [removed: Senior] [added: Executive] VP, Chief Financial Officer (2023) | | | | | | • Senior VP and Chief Financial Officer, IDEX Corporation, a diversified manufacturer of highly engineered products (2017) | | |
| Rodney O. Aulick | | | | | | [removed: 57] [added: 58] | | | | | | [removed: Senior] [added: Executive] VP and President, Water Solutions and Services (2023) | | | | | | •Executive Vice President Water Solutions and Services, Evoqua Water Technologies Corp. (2018) | | |
| Albert Cho | | | | | | [removed: 44] [added: 45] | | | | | | [removed: Senior] [added: Executive] VP, Chief Strategy and External Affairs Officer (2022) | | | | | | • Senior VP, Chief Strategy and Digital Officer (2020) • VP and General Manager, Advanced Infrastructure Analytics (2018) | | |
| Meredith Emmerich | | | | | | [removed: 49] [added: 50] | | | | | | [removed: Senior] [added: Executive] VP and President, Applied Water Systems (2024) | | | | | | • VP and General Manager, Americas Commercial HVAC, Carrier Global Corporate, a climate and energy solutions provider (2020) | | |
| Michael J. McGann | | | | | | [removed: 54] [added: 55] | | | | | | [removed: Senior] [added: Executive] VP and President, [removed: Americas and] Measurement and Control Solutions (2023) | | | | | | •VP, North America Utilities Commercial Team (2022) •VP, Sensus Americas, Global Engineering and Assessment Services (2017) | | |
| Geri-Michelle McShane | | | | | | [removed: 51] [added: 52] | | | | | | [added: Senior] VP, [removed: Controller and] Chief Accounting Officer [removed: (2019)] [added: (2025)] | | | | | | [removed: •Controller, Accounting] [added: •VP, Controller,] and [removed: Reporting (2016)] [added: Chief Accounting Officer (2019)] | | |
| Claudia S. Toussaint | | | | | | [removed: 61] [added: 62] | | | | | | [removed: Senior] [added: Executive] VP, Chief People and Sustainability Officer (2021) | | | | | | • Senior VP, General Counsel and Corporate Secretary (2014) | | |
The following information is provided regarding the Board of Directors of Xylem as of February 4, [removed: 2025:][added: 2026:]
| Earl R. Ellis | | | | | | Executive Vice President and Chief Financial Officer, [removed: ABM Industries Incorporated] [added: Panera Bread] | | |
| Hayati Yarkadas | | | | | | 57 | | | | | | Executive VP and President, Water Infrastructure (2020) | | | | | | | | |
| Stacy Cozad | | | | | | 55 | | | | | | Executive VP, Chief Legal Officer (2025) | | | | | | • Senior VP, General Counsel and Corporate Secretary, Allegion plc, a provider of security products (2024) • Executive VP, General Counsel and Corporate Secretary, Ingevity Corporation, a manufacturer and distributor of specialty chemicals (2021) • Senior VP, General Counsel, Chief Compliance Officer and Secretary, Spirit AeroSystems, Inc., an aerospace company (2016) | | |
| Dorothy G. Capers | | | | | | 63 | | | | | | Senior VP, General Counsel (2022) | | | | | | • Executive Vice President, Global General Counsel and Corporate Secretary, National Express Group, a leading transport provider (2015) | | |
| Hayati Yarkadas | | | | | | 56 | | | | | | Senior VP and President, Europe, Water Infrastructure (2020) | | | | | | • Senior VP and President, Performance Materials, Trinseo S.A., a specialty material solutions provider (2015) | | |
| | | | | | | | | |
| Jeanne Beliveau-Dunn | | | | | | Chief Executive Officer and President of Claridad, LLC | | |
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
12 rewritten, 5 added, 5 removed, 19 unchanged
As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 7,365] [added: 6,919] holders of record of our common stock.
In the first quarter of [removed: 2025,] [added: 2026,] we declared a dividend of [removed: $0.40] [added: $0.43] per share to be paid on March [removed: 19, 2025] [added: 24, 2026] to shareholders of record on February [removed: 18, 2025.][added: 24, 2026.]
There were no unregistered offerings of our common stock during [removed: 2024.][added: 2025.]
*Fourth Quarter [removed: 2024] [added: 2025] Share Repurchase Activity*
The following table summarizes our repurchases of our common stock for the quarter ended December 31, [removed: 2024:][added: 2025:]
| [removed: 10/1/24] [added: 10/1/25] - [removed: 10/31/24] [added: 10/31/25] | | | | | | — | | | | | | — | | | | | | — | | | | | | $182 | | |
| [removed: 11/1/24] [added: 11/1/25] - [removed: 11/30/24] [added: 11/30/25] | | | | | | — | | | | | | — | | | | | | — | | | | | | $182 | | |
| [removed: 12/1/24] [added: 12/1/25] - [removed: 12/31/24] [added: 12/31/25] | | | | | | — | | | | | | — | | | | | | — | | | | | | $182 | | |
There were no shares repurchased under this program during the three months ended December 31, [removed: 2024.][added: 2025.]
There are up to $182 million in shares that may still be purchased under this plan as of December 31, [removed: 2024.][added: 2025.]
This graph covers the period from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024] [added: 2025] and assumes that $100 was invested on December 31, [removed: 2019] [added: 2020] in our common stock, the S&P 500 and the S&P 500 Industrials with the reinvestment of any dividends.
[removed: ][added: ]
| December 31, 2021 | | | $ | 119 | | | | | $ | 129 | | | | | $ | 121 | |
| December 31, 2022 | | | $ | 111 | | | | | $ | 105 | | | | | $ | 114 | |
| December 31, 2023 | | | $ | 116 | | | | | $ | 133 | | | | | $ | 135 | |
| December 31, 2024 | | | $ | 119 | | | | | $ | 166 | | | | | $ | 158 | |
| December 31, 2025 | | | $ | 149 | | | | | $ | 196 | | | | | $ | 189 | |
| December 31, 2020 | | | 131 | | | | | | 118 | | | | | | 111 | | |
| December 31, 2021 | | | 156 | | | | | | 152 | | | | | | 134 | | |
| December 31, 2022 | | | 145 | | | | | | 125 | | | | | | 127 | | |
| December 31, 2023 | | | 152 | | | | | | 157 | | | | | | 150 | | |
| December 31, 2024 | | | 156 | | | | | | 197 | | | | | | 176 | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
785 rewritten, 303 added, 254 removed, 1,093 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#i493bb054c7c54f1cb6cbad5626d55519_67)] [added: Firm](#i62b4bf1737eb4921aab6f2bea3b40135_70)] (PCAOB ID No. 34) | | | [removed: [68](#i493bb054c7c54f1cb6cbad5626d55519_67)] [added: [55](#i62b4bf1737eb4921aab6f2bea3b40135_70)] | | |
| [Consolidated Income Statements for the Years Ended December 31, [removed: 202](#i493bb054c7c54f1cb6cbad5626d55519_70)[4](#i493bb054c7c54f1cb6cbad5626d55519_70)[, 202](#i493bb054c7c54f1cb6cbad5626d55519_70)[3](#i493bb054c7c54f1cb6cbad5626d55519_70) [and 20](#i493bb054c7c54f1cb6cbad5626d55519_70)[2](#i493bb054c7c54f1cb6cbad5626d55519_70)[2](#i493bb054c7c54f1cb6cbad5626d55519_70)] [added: 2025, 2024 and 2023](#i62b4bf1737eb4921aab6f2bea3b40135_73)] | | | [removed: [70](#i493bb054c7c54f1cb6cbad5626d55519_70)] [added: [57](#i62b4bf1737eb4921aab6f2bea3b40135_73)] | | |
| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 202](#i493bb054c7c54f1cb6cbad5626d55519_73)[4](#i493bb054c7c54f1cb6cbad5626d55519_73)[, 202](#i493bb054c7c54f1cb6cbad5626d55519_73)[3](#i493bb054c7c54f1cb6cbad5626d55519_73) [and 20](#i493bb054c7c54f1cb6cbad5626d55519_73)[2](#i493bb054c7c54f1cb6cbad5626d55519_73)[2](#i493bb054c7c54f1cb6cbad5626d55519_73)] [added: 2025, 2024 and 2023](#i62b4bf1737eb4921aab6f2bea3b40135_76)] | | | [removed: [71](#i493bb054c7c54f1cb6cbad5626d55519_73)] [added: [58](#i62b4bf1737eb4921aab6f2bea3b40135_76)] | | |
| [Consolidated Balance Sheets as of December 31, [removed: 202](#i493bb054c7c54f1cb6cbad5626d55519_76)[4](#i493bb054c7c54f1cb6cbad5626d55519_76) [and 202](#i493bb054c7c54f1cb6cbad5626d55519_76)[3](#i493bb054c7c54f1cb6cbad5626d55519_76)] [added: 2025 and 2024](#i62b4bf1737eb4921aab6f2bea3b40135_79)] | | | [removed: [72](#i493bb054c7c54f1cb6cbad5626d55519_76)] [added: [59](#i62b4bf1737eb4921aab6f2bea3b40135_79)] | | |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 202](#i493bb054c7c54f1cb6cbad5626d55519_79)[4](#i493bb054c7c54f1cb6cbad5626d55519_79)[, 202](#i493bb054c7c54f1cb6cbad5626d55519_79)[3](#i493bb054c7c54f1cb6cbad5626d55519_79) [and 20](#i493bb054c7c54f1cb6cbad5626d55519_79)[2](#i493bb054c7c54f1cb6cbad5626d55519_79)[2](#i493bb054c7c54f1cb6cbad5626d55519_79)] [added: 2025, 2024 and 2023](#i62b4bf1737eb4921aab6f2bea3b40135_82)] | | | [removed: [73](#i493bb054c7c54f1cb6cbad5626d55519_79)] [added: [60](#i62b4bf1737eb4921aab6f2bea3b40135_82)] | | |
| [Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, [removed: 202](#i493bb054c7c54f1cb6cbad5626d55519_82)[4](#i493bb054c7c54f1cb6cbad5626d55519_82)[, 202](#i493bb054c7c54f1cb6cbad5626d55519_82)[3](#i493bb054c7c54f1cb6cbad5626d55519_82) [and 202](#i493bb054c7c54f1cb6cbad5626d55519_82)[2](#i493bb054c7c54f1cb6cbad5626d55519_82)] [added: 2025, 2024 and 2023](#i62b4bf1737eb4921aab6f2bea3b40135_85)] | | | [removed: [74](#i493bb054c7c54f1cb6cbad5626d55519_82)] [added: [61](#i62b4bf1737eb4921aab6f2bea3b40135_85)] | | |
| [Note 1 Summary of Significant Accounting [removed: Policies](#i493bb054c7c54f1cb6cbad5626d55519_88)] [added: Policies](#i62b4bf1737eb4921aab6f2bea3b40135_91)] | | | [removed: [75](#i493bb054c7c54f1cb6cbad5626d55519_88)] [added: [62](#i62b4bf1737eb4921aab6f2bea3b40135_91)] | | |
| [Note 2 Recently Issued Accounting [removed: Pronouncements](#i493bb054c7c54f1cb6cbad5626d55519_91)] [added: Pronouncements](#i62b4bf1737eb4921aab6f2bea3b40135_94)] | | | [removed: [83](#i493bb054c7c54f1cb6cbad5626d55519_91)] [added: [70](#i62b4bf1737eb4921aab6f2bea3b40135_94)] | | |
| [Note 3 Acquisitions and [removed: Divestitures](#i493bb054c7c54f1cb6cbad5626d55519_94)] [added: Divestitures](#i62b4bf1737eb4921aab6f2bea3b40135_97)] | | | [removed: [83](#i493bb054c7c54f1cb6cbad5626d55519_94)] [added: [71](#i62b4bf1737eb4921aab6f2bea3b40135_97)] | | |
| [Note 4 [removed: Revenue](#i493bb054c7c54f1cb6cbad5626d55519_97)] [added: Revenue](#i62b4bf1737eb4921aab6f2bea3b40135_100)] | | | [removed: [89](#i493bb054c7c54f1cb6cbad5626d55519_97)] [added: [75](#i62b4bf1737eb4921aab6f2bea3b40135_100)] | | |
| [Note 5 Restructuring and Asset Impairment [removed: Charges](#i493bb054c7c54f1cb6cbad5626d55519_100)] [added: Charges](#i62b4bf1737eb4921aab6f2bea3b40135_103)] | | | [removed: [91](#i493bb054c7c54f1cb6cbad5626d55519_100)] [added: [77](#i62b4bf1737eb4921aab6f2bea3b40135_103)] | | |
| [removed: [Note 6] Other [removed: Non-Operating Income, Net](#i493bb054c7c54f1cb6cbad5626d55519_103)] [added: non-operating income, net] | | | [removed: [94](#i493bb054c7c54f1cb6cbad5626d55519_103)] [added: 18] | | | [added: | | | 16 | | | | | | 33 | | |]
| [Note 7 Income [removed: Taxes](#i493bb054c7c54f1cb6cbad5626d55519_106)] [added: Taxes](#i62b4bf1737eb4921aab6f2bea3b40135_109)] | | | [removed: [94](#i493bb054c7c54f1cb6cbad5626d55519_106)] [added: [80](#i62b4bf1737eb4921aab6f2bea3b40135_109)] | | |
| [Note 8 Earnings Per [removed: Share](#i493bb054c7c54f1cb6cbad5626d55519_109)] [added: Share](#i62b4bf1737eb4921aab6f2bea3b40135_112)] | | | [removed: [99](#i493bb054c7c54f1cb6cbad5626d55519_109)] [added: [86](#i62b4bf1737eb4921aab6f2bea3b40135_112)] | | |
| [Note 10 Property, Plant and [removed: Equipment](#i493bb054c7c54f1cb6cbad5626d55519_115)] [added: Equipment](#i62b4bf1737eb4921aab6f2bea3b40135_118)] | | | [removed: [100](#i493bb054c7c54f1cb6cbad5626d55519_115)] [added: [87](#i62b4bf1737eb4921aab6f2bea3b40135_118)] | | |
| [Note 12 Goodwill and Other Intangible [removed: Assets](#i493bb054c7c54f1cb6cbad5626d55519_121)] [added: Assets](#i62b4bf1737eb4921aab6f2bea3b40135_124)] | | | [removed: [102](#i493bb054c7c54f1cb6cbad5626d55519_121)] [added: [89](#i62b4bf1737eb4921aab6f2bea3b40135_124)] | | |
| [Note 13 Derivative Financial [removed: Instruments](#i493bb054c7c54f1cb6cbad5626d55519_124)] [added: Instruments](#i62b4bf1737eb4921aab6f2bea3b40135_127)] | | | [removed: [104](#i493bb054c7c54f1cb6cbad5626d55519_124)] [added: [91](#i62b4bf1737eb4921aab6f2bea3b40135_127)] | | |
| [removed: [Note 14] Accrued and [removed: Other Current Liabilities](#i493bb054c7c54f1cb6cbad5626d55519_127)] [added: other current liabilities] | | | [removed: [107](#i493bb054c7c54f1cb6cbad5626d55519_127)] [added: (5)] | | | [added: | | |]
| [Note 15 Credit Facilities and [removed: Debt](#i493bb054c7c54f1cb6cbad5626d55519_130)] [added: Debt](#i62b4bf1737eb4921aab6f2bea3b40135_133)] | | | [removed: [108](#i493bb054c7c54f1cb6cbad5626d55519_130)] [added: [94](#i62b4bf1737eb4921aab6f2bea3b40135_133)] | | |
| [Note 16 Post-retirement Benefit [removed: Plans](#i493bb054c7c54f1cb6cbad5626d55519_133)] [added: Plans](#i62b4bf1737eb4921aab6f2bea3b40135_136)] | | | [removed: [111](#i493bb054c7c54f1cb6cbad5626d55519_133)] [added: [97](#i62b4bf1737eb4921aab6f2bea3b40135_136)] | | |
| [Note 17 Share-Based Compensation [removed: Plans](#i493bb054c7c54f1cb6cbad5626d55519_136)] [added: Plans](#i62b4bf1737eb4921aab6f2bea3b40135_139)] | | | [removed: [118](#i493bb054c7c54f1cb6cbad5626d55519_136)] [added: [103](#i62b4bf1737eb4921aab6f2bea3b40135_139)] | | |
| [Note 19 Accumulated Other Comprehensive Income [removed: (Loss)](#i493bb054c7c54f1cb6cbad5626d55519_142)] [added: (Loss)](#i62b4bf1737eb4921aab6f2bea3b40135_145)] | | | [removed: [123](#i493bb054c7c54f1cb6cbad5626d55519_142)] [added: [107](#i62b4bf1737eb4921aab6f2bea3b40135_145)] | | |
| [Note 20 Commitment and [removed: Contingencies](#i493bb054c7c54f1cb6cbad5626d55519_145)] [added: Contingencies](#i62b4bf1737eb4921aab6f2bea3b40135_148)] | | | [removed: [124](#i493bb054c7c54f1cb6cbad5626d55519_145)] [added: [108](#i62b4bf1737eb4921aab6f2bea3b40135_148)] | | |
| [Note 21 Segment and Geographic [removed: Data](#i493bb054c7c54f1cb6cbad5626d55519_148)] [added: Data](#i62b4bf1737eb4921aab6f2bea3b40135_151)] | | | [removed: [126](#i493bb054c7c54f1cb6cbad5626d55519_148)] [added: [109](#i62b4bf1737eb4921aab6f2bea3b40135_151)] | | |
| [Note 22 Redeemable Non-controlling [removed: Interests](#i493bb054c7c54f1cb6cbad5626d55519_1616)] [added: Interests](#i62b4bf1737eb4921aab6f2bea3b40135_154)] | | | [removed: [128](#i493bb054c7c54f1cb6cbad5626d55519_1616)] [added: [112](#i62b4bf1737eb4921aab6f2bea3b40135_154)] | | |
We have audited the accompanying consolidated balance sheets of Xylem Inc. and subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated [removed: March 3, 2025] [added: February 25, 2026] expressed an unqualified opinion on the Company's internal control over financial reporting.
Critical Audit [removed: Matters][added: Matter]
The communication of critical audit matters does not alter in any way our opinion on the financial [removed: statements,] [added: statements] taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which [removed: they relate.][added: it relates.]
The goodwill balance was [removed: $7.9] [added: $8.3] billion as of December 31, [removed: 2024,] [added: 2025,] of which $2.5 billion related to one reporting unit within the Water Solutions and Services segment.
The fair value of the Company’s reporting units exceeded their carrying value as of the [removed: 2024] [added: 2025] measurement date and, therefore, no impairment was recognized.
[added: The determination of fair value using the market approach requires] management to make significant assumptions related to market multiples of earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting units.
We identified the Company’s goodwill impairment assessment for $2.5 billion of goodwill related to [removed: the] one reporting unit within the Water Solutions and Services segment as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit, [removed: performing] [added: because the performance of] audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the discount [removed: rate and] [added: rate,] forecasts of future [removed: revenue, as well as] [added: revenue and the] multiples of earnings for the market approach [added: all] required a high degree of auditor [removed: judgment] [added: judgment,] and [added: because of] an increased extent of effort, including the need to involve our fair value specialists.
Our audit procedures related to forecasts of future revenue, selection of the discount rate, and selection of the multiples in the market approach for [removed: the] one reporting unit within the Water Solutions and Services segment included the following, among others:
- With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) discount [removed: rate,(3)] [added: rate, (3)] long-term revenue growth rate, including testing the source information underlying the determination of the discount rate and long-term revenue growth rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rate selected by management and (4) [removed: evaluated] the multiples of earnings in the market approach, including testing the underlying source information and mathematical accuracy of the calculations.
| Year Ended December 31, | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Revenue from products | | | $ | [removed: 7,095] [added: 7,472] | | | | | $ | [removed: 6,291] [added: 7,095] | | | | | $ | [removed: 4,978] [added: 6,291] | |
| Revenue from services | | | [removed: 1,467] [added: 1,563] | | | | | | [removed: 1,073] [added: 1,467] | | | | | | [removed: 544] [added: 1,073] | | |
| Revenue | | | [removed: 8,562] [added: 9,035] | | | | | | [removed: 7,364] [added: 8,562] | | | | | | [removed: 5,522] [added: 7,364] | | |
| [Note 9 Inventories](#i62b4bf1737eb4921aab6f2bea3b40135_115) | | | [86](#i62b4bf1737eb4921aab6f2bea3b40135_115) | | |
| [Note 11 Leases](#i62b4bf1737eb4921aab6f2bea3b40135_121) | | | [87](#i62b4bf1737eb4921aab6f2bea3b40135_121) | | |
| [Note 18 Capital Stock](#i62b4bf1737eb4921aab6f2bea3b40135_142) | | | [106](#i62b4bf1737eb4921aab6f2bea3b40135_142) | | |
| Net loss attributable to non-controlling interests | | | 7 | | | | | | — | | | | | | — | | |
| Net income attributable to Xylem | | | $ | 957 | | | | | $ | 890 | | | | | $ | 609 | |
| Amount of currency translation adjustment relating to divestiture of foreign subsidiaries reclassified into net income | | | 8 | | | | | | — | | | | | | — | | |
| Comprehensive income attributable to non-controlling interest | | | $ | (30) | | | | | $ | — | | | | | $ | — | |
| Comprehensive income attributable to Xylem | | | $ | 1,172 | | | | | $ | 724 | | | | | $ | 566 | |
(In Millions)
| Year Ended December 31, | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |
| Restructuring and asset impairment charges | | | 103 | | | | | | 62 | | | | | | 76 | | |
| Changes in long term receivables | | | (146) | | | | | | (37) | | | | | | 1 | | |
| Short-term debt issued, net | | | 1 | | | | | | — | | | | | | — | | |
| Increase in cash classified within assets held for sale | | | (12) | | | | | | (11) | | | | | | — | | |
| Decrease in cash classified within assets held for sale | | | 11 | | | | | | — | | | | | | — | | |
| Net income attributable to Xylem | | | | | | | | | | | | | | | 609 | | | | | | | | | | | | | | | | | | | | | | | | 609 | | |
| Net income attributable to Xylem | | | | | | | | | | | | | | | 890 | | | | | | | | | | | | | | | | | | | | | | | | 890 | | |
| Net income attributable to Xylem | | | | | | | | | | | | | | | 957 | | | | | | | | | | | | | | | | | | | | | | | | 957 | | |
| Other comprehensive income (loss), net | | | | | | | | | | | | | | | | | | | | | 215 | | | | | | | | | | | | 7 | | | | | | 222 | | |
| Distributions to minority shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2) | | | | | | (2) | | |
| Balance at December 31, 2025 | | | $ | 3 | | | | | $ | 8,759 | | | | | $ | 3,706 | | | | | $ | (220) | | | | | $ | (768) | | | | | $ | 11 | | | | | $ | 11,491 | |
In addition, we apply a practical expedient and do not adjust the promised amount of consideration in a contract for the effects of significant
The measurement of calculated compensation cost includes an adjustment for estimated forfeiture rate.
We present two calculations of EPS.
If circumstances
In situations where arrangements contain both the
See Note 12, "Goodwill and Other Intangible Assets," for changes to the reporting unit structure and impairment analysis performed during the year ending December 31, 2025.
Assets and liabilities are identified as held for sale when they meet the held for sale criteria per ASC 360, Property, Plant, and Equipment.
Depreciation and amortization are not recorded for assets that are classified as held for sale.
When an asset group meets the held for sale criteria, the lower of its carrying value or fair value less costs to sell is reclassified into assets held for sale and liabilities held for sale lines on the consolidated balance sheet, where it remains until it is either sold or it no longer meets the held for sale criteria.
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”.
This ASU amends the capitalization criteria for internal-use software and requires entities to make certain disclosure of costs capitalized under this subtopic.
This ASU also supersedes existing guidance on web site development costs.
Prospective, retrospective, or modified transition adoption methods are all permitted under this ASU.
We are currently evaluating the impact and method of adoption of this amendment.
In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets".
This update provides a practical expedient that allows entities to assume current conditions as of the balance sheet date remain unchanged over the remaining life of certain current trade receivables and current contract assets when developing reasonable and supportable forecasts in estimating expected credit losses.
We plan to adopt ASU 2025-05 effective January 1, 2026 and elect the practical expedient for applicable trade receivables and contract assets on a prospective basis.
Adoption of the standard is not expected to have a material impact on our consolidated financial statements.
Early adoption is permitted.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| [Note 9 Inventories](#i493bb054c7c54f1cb6cbad5626d55519_112) | | | [99](#i493bb054c7c54f1cb6cbad5626d55519_112) | | |
| [Note 11 Leases](#i493bb054c7c54f1cb6cbad5626d55519_118) | | | [100](#i493bb054c7c54f1cb6cbad5626d55519_118) | | |
| [Note 18 Capital Stock](#i493bb054c7c54f1cb6cbad5626d55519_139) | | | [121](#i493bb054c7c54f1cb6cbad5626d55519_139) | | |
| [Note 2](#i493bb054c7c54f1cb6cbad5626d55519_151)[3](#i493bb054c7c54f1cb6cbad5626d55519_151) [Subsequent Events](#i493bb054c7c54f1cb6cbad5626d55519_151) | | | [129](#i493bb054c7c54f1cb6cbad5626d55519_151) | | |
The determination of the fair value using the market approach requires
March 3, 2025
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| U.K. pension settlement expense | | | — | | | | | | — | | | | | | 140 | | |
| U.K. pension settlement | | | — | | | | | | — | | | | | | 137 | | |
(In Millions, except per share amounts)
| Settlement of currency forward agreement | | | — | | | | | | — | | | | | | (10) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2021 | | | $ | 2 | | | | | $ | 2,089 | | | | | $ | 2,154 | | | | | $ | (371) | | | | | $ | (656) | | | | | $ | 8 | | | | | $ | 3,226 | |
On May 24, 2023, Xylem completed the acquisition of Evoqua Water Technologies Corp. (“Evoqua”).
The Company announced a change to its reportable segments effective January 1, 2024, and as a result, is now reporting the financial position and results of operations of its former Integrated Solutions and Services segment together with the dewatering business, previously within our Water Infrastructure segment, and the assessment services business, previously within our Measurement and Control Solutions segment, in a new segment that is referred to as Water Solutions and Services.
The Company’s Water Infrastructure reportable segment no longer includes the results of the dewatering business, and the Company’s Measurement and Control Solutions reportable segment no longer includes the results of the assessment services business.
The Company's Applied Water reportable segment remains unchanged.
As a result of the change, the Company has recast prior period segment amounts to align with the new segment reporting.
The recast financial information reflects depreciation, amortization and share-based compensation specifically identified to the segments that were previously reported within Corporate and other and Regional selling locations as part of an overall allocation.
These changes have no impact on the Company’s historical consolidated financial position or results of operations.
operations.
consideration we expect to receive.
We present two calculations of earnings per share (“EPS”).
asset.
revenue or cost of revenue (hedge of sales classified into revenue and hedge of purchases classified into cost of revenue) in the period that the hedged forecasted transaction affects earnings.
Accruals for environmental matters are recorded on a site-by-site basis when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies.
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.
In November 2023, the FASB issued ASU No. 2023-07, *"Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures."* This guidance requires disclosure information about significant segment expenses.
The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
The standard is required to be applied on a retrospective basis to all periods presented in the consolidated financial statements.
Refer to Note 21, "Segment and Geographic Data" for the disclosures related to our adoption of the standard.
In September 2022, the FASB issued ASU 2022-04, "*Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations*." This guidance requires disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations.
The standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations.
The ASU became effective January 1, 2023, and the rollforward requirement became effective January 1, 2024.
Refer to Note 14., "Current Liabilities" for the disclosures related to our adoption of the standard.
for comprehensive water cycle management for $51 million.
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).
| | | | | | | | | |
An excerpt. Shown here: 40 of 785 rewritten, 40 of 303 added and 40 of 254 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
6 rewritten, 0 added, 0 removed, 6 unchanged
Our management, with the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of the Company, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the year ended December 31, [removed: 2024] [added: 2025] pursuant to Rule 13a-15(b) and 15d-15(e) of the Securities Exchange Act of 1934 (“the Exchange Act”).
Based upon that evaluation, our CEO and our CFO concluded that our disclosure controls and procedures as of the year ended December 31, [removed: 2024] [added: 2025] were effective, in all material respects, and designed to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.
The Company's management, including the CEO and CFO, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission (2013).
Based on our assessment, the Company's management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]
The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears following Item 9C of this Annual Report on Form 10-K.
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 ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
1 rewritten, 0 added, 0 removed, 1 unchanged
During the quarter ended December 31, [removed: 2024,] [added: 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 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
4 rewritten, 1 added, 1 removed, 19 unchanged
Opinion on Internal Control over [removed: Financial][added: Financial Reporting]
We have audited the internal control over financial reporting of Xylem Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Company and our report dated [removed: March 3, 2025,] [added: February 25, 2026,] expressed an unqualified opinion on those financial statements.
February 25, 2026
March 3, 2025
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 1 removed, 7 unchanged
[removed: The] [added: Except as set forth below, the] information required by this Item is incorporated herein by reference to the information in our Definitive Proxy Statement to be filed with the SEC in connection with our [removed: 2025] [added: 2026] Annual Meeting of Shareholders (the [removed: “2025] [added: “2026] Proxy Statement”) under the captions “Proposal 1 - Election of Directors,” "Board Composition and Refreshment," "Board Committees - Audit Committee," [removed: and] "Audit Committee [removed: Report."][added: Report," and "Stock Ownership - Insider Trading and rule 10b5-1 Trading Plans Policy."]
The information called for by Item 10 with respect to executive officers is set forth in Part I of this [added: Annual] Report [added: on Form 10-K] under the caption “Information about our Executive Officers” and is incorporated by reference in this section.
The information required by this item relating to our insider trading policies and procedures is incorporated herein by reference to the information in our 2025 Proxy Statement under caption “Stock Ownership - Insider Trading and Rule10b5-1 Trading Plans Policy”.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item is incorporated herein by reference to the information in our [removed: 2025] [added: 2026] Proxy Statement set forth under captions “Compensation Discussion and Analysis," "Director Compensation," "Board Committees - Leadership Development and Compensation Committee" and “Leadership Development and Compensation Committee Report.”
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item is incorporated herein by reference to the information in our [removed: 2025] [added: 2026] Proxy Statement set forth under the captions “Stock Ownership - Certain Beneficial Owners," "Stock Ownership - Directors and Named Executive Officers" and "Equity Compensation Plan Information."
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this Item is incorporated herein by reference to the information in our [removed: 2025] [added: 2026] Proxy Statement set forth under the captions "Corporate Governance - Director Independence" and “Corporate Governance Policies and Practices - Related Party Transactions.”
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this Item is incorporated herein by reference to the information in our [removed: 2025] [added: 2026] Proxy Statement set forth under the captions “Proposal 2 - Fees of Audit and Other Services” and "Proposal 2 - Pre-Approval of Audit and Non-Audit Services."
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
32 rewritten, 5 added, 5 removed, 101 unchanged
| [removed: [4](https://www.sec.gov/Archives/edgar/data/1524472/000119312516735781/d271767dex41.htm)[.10](https://www.sec.gov/Archives/edgar/data/1524472/000119312516735781/d271767dex41.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1524472/000119312516735781/d271767dex41.htm)] | | | | | | Form of Xylem Inc. 4.375% Senior Notes due 2046. | | | Incorporated by reference to Exhibit 4.1 of Xylem Inc.’s Form 8-K filed on October 11, 2016 (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.5](https://www.sec.gov/Archives/edgar/data/1524472/000152447222000034/xyl06302022ex101.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a105-2024psugrantagreement.htm)] | | | # | | | [removed: Xylem Annual] [added: Form of 2011 Omnibus] Incentive Plan [added: Performance Share Unit Grant Agreement] for [removed: the] Senior Leadership Team [removed: (formerly "Annual Incentive Plan for Executive Officers") restated, with administrative changes only, on July 11, 2022.] [added: (2024).] | | | Incorporated by reference to Exhibit [removed: 10.1] [added: 10.5] of Xylem [removed: Inc.'s] [added: Inc.’s] Form 10-Q Quarterly Report filed on [removed: August] [added: May] 2, [removed: 2022] [added: 2024] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.6](https://www.sec.gov/Archives/edgar/data/1524472/000152447216000027/xyl12312015ex1015.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1524472/000152447221000008/xyl12312020ex1020.htm)] | | | # | | | [removed: Xylem Special Senior Executive Severance Pay Plan,] [added: Form of Director’s Indemnification Agreement] restated, with administrative changes only, on [removed: July 11, 2022 .] [added: November 12, 2020.] | | | Incorporated by reference to Exhibit [removed: 10.15] [added: 10.20] of Xylem [removed: Inc.'s] [added: Inc.’s] Form [removed: 10-Q Quarterly] [added: 10-K Annual] Report filed on [removed: August 2, 2022] [added: February 26, 2021] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.7](https://www.sec.gov/Archives/edgar/data/1524472/000152447217000039/xyl06302017ex101.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a107-2024rsugrantagreement.htm)] | | | # | | | [removed: Xylem Senior Executive Severance Pay Plan (Amended as] [added: Form] of [removed: May 10, 2017 ).] [added: 2011 Omnibus Incentive Plan Restricted Stock Unit Agreement for Senior Leadership Team (2024).] | | | Incorporated by reference to Exhibit [removed: 10.1] [added: 10.7] of Xylem [removed: Inc.'s] [added: Inc.’s] Form 10-Q Quarterly Report filed on [removed: August 1, 2017] [added: May 2, 2024] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.8](https://www.sec.gov/Archives/edgar/data/1524472/000152447221000012/xyl03312021ex103.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1524472/000152447223000018/xyl03312023ex103.htm)] | | | # | | | Form of [removed: Xylem] 2011 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement [removed: (2021).] [added: (2023).] | | | Incorporated by reference to Exhibit 10.3 of Xylem Inc.’s Form 10-Q Quarterly Report filed on May 4, [removed: 2021] [added: 2023] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1524472/000152447221000012/xyl03312021ex106.htm)[9](https://www.sec.gov/Archives/edgar/data/1524472/000152447221000012/xyl03312021ex106.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/1524472/000152447223000018/xyl03312023ex104.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan [removed: ESG] Performance Share Unit Agreement [removed: (2021).] [added: (2023).] | | | Incorporated by reference to Exhibit [removed: 10.6] [added: 10.4] of Xylem Inc.’s Form 10-Q Quarterly Report filed on May 4, [removed: 2021] [added: 2023] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1524472/000152447222000017/xyl03312022ex101.htm)[0](https://www.sec.gov/Archives/edgar/data/1524472/000152447222000017/xyl03312022ex101.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a104-2024psugrantagreement.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan Performance Share Unit [added: Grant] Agreement [removed: (2022).] [added: (2024).] | | | Incorporated by reference to Exhibit [removed: 10.1] [added: 10.4] of Xylem Inc.’s Form 10-Q Quarterly Report filed on May [removed: 4, 2022] [added: 2, 2024] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.11](https://www.sec.gov/Archives/edgar/data/1524472/000152447222000017/xyl03312022ex102.htm)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/1524472/000152447223000018/xyl03312023ex105.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan Restricted Stock Unit Agreement [removed: (2022).] [added: (2023).] | | | Incorporated by reference to Exhibit [removed: 10.2] [added: 10.5] of Xylem Inc.’s Form 10-Q Quarterly Report filed on May 4, [removed: 2022] [added: 2023] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.12](https://www.sec.gov/Archives/edgar/data/1524472/000095012311099774/y93003exv10w13.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1524472/000095012311099774/y93003exv10w13.htm)] | | | # | | | Xylem Deferred Compensation Plan for Non-Employee Directors. | | | Incorporated by reference to Exhibit 10.13 of Xylem Inc.’s Form 10-Q Quarterly Report filed on November 21, 2011 (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.13](https://www.sec.gov/Archives/edgar/data/1524472/000152447215000015/xyl06302015ex101.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1524472/000152447215000015/xyl06302015ex101.htm)] | | | # | | | Form of Non-Employee Director Restricted Stock Unit Award Agreement. | | | Incorporated by reference to Exhibit 10.1 of Xylem Inc.’s Form 10-Q Quarterly Report filed on July 30, 2015 (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1524472/000152447223000018/xyl03312023ex103.htm)[4](https://www.sec.gov/Archives/edgar/data/1524472/000152447223000018/xyl03312023ex103.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a102-2024nqgrantagreementf.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan Non-Qualified Stock Option [removed: Award] [added: Grant] Agreement [removed: (2023).] [added: (2024).] | | | Incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] of Xylem Inc.’s Form 10-Q Quarterly Report filed on May [removed: 4, 2023] [added: 2, 2024] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/1524472/000152447223000018/xyl03312023ex104.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000022/exhibit105-formof2011omnib.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan Performance Share Unit [added: Grant] Agreement [removed: (2023).] [added: (2025).] | | | Incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] of Xylem [removed: Inc.’s] [added: Inc.'s] Form 10-Q Quarterly Report filed on [removed: May 4, 2023] [added: April 29, 2025] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.16](https://www.sec.gov/Archives/edgar/data/1524472/000152447223000018/xyl03312023ex105.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a106-2024rsugrantagreement.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan Restricted Stock Unit Agreement [removed: (2023).] [added: (2024).] | | | Incorporated by reference to Exhibit [removed: 10.5] [added: 10.6] of Xylem Inc.’s Form 10-Q Quarterly Report filed on May [removed: 4, 2023] [added: 2, 2024] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.17](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a102-2024nqgrantagreementf.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a103-2024nqgrantagreementf.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan Non-Qualified Stock Option Grant Agreement [added: for Senior Leadership Team] (2024). | | | Incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] of Xylem Inc.’s Form 10-Q Quarterly Report filed on May 2, 2024 (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.18](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a103-2024nqgrantagreementf.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000022/exhibit104-formof2011omnib.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan Non-Qualified Stock Option Grant Agreement for [added: the] Senior Leadership Team [removed: (2024).] [added: (2025).] | | | Incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] of Xylem [removed: Inc.’s] [added: Inc.'s] Form 10-Q Quarterly Report filed on [removed: May 2, 2024] [added: April 29, 2025] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.19](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a104-2024psugrantagreement.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000022/exhibit106-formof2011omnib.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan Performance Share Unit Grant Agreement [removed: (2024).] [added: for Senior Leadership Team (2025).] | | | Incorporated by reference to Exhibit [removed: 10.4] [added: 10.6] of Xylem [removed: Inc.’s] [added: Inc.'s] Form 10-Q Quarterly Report filed on [removed: May 2, 2024] [added: April 29, 2025] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a105-2024psugrantagreement.htm)[0](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a105-2024psugrantagreement.htm)] [added: [10.24](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000022/exhibit108-formof2011omnib.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan [removed: Performance Share] [added: Restricted Stock] Unit Grant Agreement for Senior Leadership Team [removed: (2024).] [added: (2025)] | | | Incorporated by reference to Exhibit [removed: 10.5] [added: 10.8] of Xylem [removed: Inc.’s] [added: Inc.'s] Form 10-Q Quarterly Report filed on [removed: May 2, 2024] [added: April 29, 2025] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a106-2024rsugrantagreement.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000022/exhibit107-formof2011omnib.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan Restricted Stock Unit [added: Grant] Agreement [removed: (2024).] [added: (2025).] | | | Incorporated by reference to Exhibit [removed: 10.6] [added: 10.7] of Xylem [removed: Inc.’s] [added: Inc.'s] Form 10-Q Quarterly Report filed on [removed: May 2, 2024] [added: April 29, 2025] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000015/a107-2024rsugrantagreement.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000046/xyl09302025ex102.htm)] | | | # | | | Form of 2011 Omnibus Incentive Plan Restricted Stock Unit [added: Grant] Agreement for Senior Leadership Team [removed: (2024).] [added: (2025) (Reflects administrative updates only to the 2025 agreement, effective September 1, 2025)] | | | Incorporated by reference to Exhibit [removed: 10.7] [added: 10.2] of Xylem [removed: Inc.’s] [added: Inc.'s] Form 10-Q Quarterly Report filed on [removed: May 2, 2024] [added: October 28, 2025] (CIK No. 1524472, [removed: File] No. [removed: 1-35229).] [added: 1 -35229).] | | | | | | | | |
| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/1524472/000152447221000008/xyl12312020ex1020.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/1524472/000152447221000008/xyl12312020ex1023.htm)] | | | # | | | [removed: Form of Director’s Indemnification] [added: Letter] Agreement [removed: restated, with administrative changes only, on November 12, 2020.] [added: between Xylem Inc. and Claudia S. Toussaint.] | | | Incorporated by reference to Exhibit [removed: 10.20] [added: 10.23] of Xylem Inc.’s Form 10-K Annual Report filed on February 26, 2021 (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/1524472/000152447221000008/xyl12312020ex1023.htm)] [added: [10.30](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000006/xyl12312023ex1033.htm)] | | | # | | | Letter [removed: Agreement] [added: agreement] between Xylem Inc. and [removed: Claudia S. Toussaint.] [added: Matthew Pine dated September 1, 2023.] | | | Incorporated by reference to Exhibit [removed: 10.23] [added: 10.33] of Xylem Inc.’s Form 10-K Annual Report filed on February [removed: 26, 2021] [added: 28, 2024] (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.28](https://www.sec.gov/Archives/edgar/data/1524472/000152447221000012/xyl03312021ex102.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1524472/000152447221000012/xyl03312021ex102.htm)] | | | # | | | Individual Employment Contract between Xylem Europe GmbH and Hayati Yarkadas. | | | Incorporated by reference to Exhibit 10.2 of Xylem Inc.’s Form 10-Q Quarterly Report filed on May 4, 2021 (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/1524472/000152447223000018/xyl03312023ex101.htm)] [added: [10.32](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000022/exhibit101-letteragreement.htm)] | | | # | | | Letter Agreement between Xylem Inc. and [removed: Dorothy Capers.] [added: Meredith Emmerich.] | | | Incorporated by reference to Exhibit 10.1 of Xylem Inc.’s Form 10-Q Quarterly Report filed on [removed: May 4, 2023] [added: April 29, 2025] (CIK No. 1524472, File No. [removed: 1-35229).] [added: 1-35229)] | | | | | | | | |
| [removed: [10.3](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000006/xyl12312023ex1033.htm)[0](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000006/xyl12312023ex1033.htm)] [added: [10.33](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000022/exhibit102-letteragreement.htm)] | | | # | | | Letter [removed: agreement] [added: Agreement] between Xylem Inc. and [removed: Matthew Pine dated September 1, 2023.] [added: Rodney Aulick.] | | | Incorporated by reference to Exhibit [removed: 10.33] [added: 10.2] of Xylem Inc.’s Form [removed: 10-K Annual] [added: 10-Q Quarterly] Report filed on [removed: February 28, 2024] [added: April 29, 2025] (CIK No. 1524472, File No. [removed: 1-35229).] [added: 1-35229)] | | | | | | | | |
| [removed: [19](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000013/xyl12312024ex19.htm)[.0](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000013/xyl12312024ex19.htm)] [added: [19.0](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000013/xyl12312024ex19.htm)] | | | | | | Insider Trading [removed: and] 10b5-1 Trading Plans Policy. | | | [removed: Filed herewith.] [added: Incorporated by reference to Exhibit 19.0 of Xylem Inc.'s Form 10-K Annual Report filed on March 3, 2025 (CIK No. 1524472, File No. 1-35229)] | | | | | | | | |
| [removed: [21.0](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000013/xyl12312024ex21.htm)] [added: [21.0](https://www.sec.gov/Archives/edgar/data/1524472/000152447226000012/xyl12312025ex21.htm)] | | | | | | Subsidiaries of the Registrant. | | | Filed herewith. | | | | | | | | |
| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000013/xyl12312024ex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1524472/000152447226000012/xyl12312025ex231.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm. | | | Filed herewith. | | | | | | | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000013/xyl12312024ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1524472/000152447226000012/xyl12312025ex311.htm)] | | | | | | 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. | | | | | | | | |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000013/xyl12312024ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1524472/000152447226000012/xyl12312025ex312.htm)] | | | | | | 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. | | | | | | | | |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000013/xyl12312024ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1524472/000152447226000012/xyl12312025ex321.htm)] | | | | | | 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 | | | | | | | | |
| 101.0 | | | | | | The following materials from Xylem Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) Consolidated Income Statements, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statement of Stockholder's Equity and (vi) Notes to 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 Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL and contained in Exhibit 101.0. | | | | | | | | | | | |
| [10.5](https://www.sec.gov/Archives/edgar/data/1524472/000152447226000012/xyl12312025ex105.htm) | | | # | | | Xylem Annual Incentive Plan for the Executive Leadership Team (Amended and Restated as of January 1, 2026) | | | Filled herewith. | | | | | | | | |
| [10.6](https://www.sec.gov/Archives/edgar/data/1524472/000152447226000012/xyl12312025ex106.htm) | | | # | | | Xylem Special Senior Executive Severance Plan (Amended and Restated as of January 1, 2026) | | | Filed herewith. | | | | | | | | |
| [10.7](https://www.sec.gov/Archives/edgar/data/1524472/000152447226000012/xyl12312025ex107.htm) | | | # | | | Xylem Senior Executive Severance Plan (Amended and Restated as of January 1, 2026) | | | Filed herewith. | | | | | | | | |
| [10.19](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000022/exhibit103-formof2011omnib.htm) | | | # | | | Form of 2011 Omnibus Incentive Plan Non-Qualified Stock Option Grant Agreement (2025) | | | Incorporated by reference to Exhibit 10.3 of Xylem Inc.'s Form 10-Q Quarterly filled on April 29, 2025 (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [10.25](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000046/xyl09302025ex101.htm) | | | # | | | Form of 2011 Omnibus Incentive Plan Restricted Stock Unit Grant Agreement (2025) (Reflects administrative updates only to the 2025 agreement, effective September 1, 2025) | | | Incorporated by reference to Exhibit 10.1 of Xylem Inc.'s Form 10-Q Quarterly Report filed on October 28, 2025 (CIK No. 1524472, No. 1-35229). | | | | | | | | |
| [10.23](https://www.sec.gov/Archives/edgar/data/1604643/000160464320000018/exhibit101amendedandrestat.htm) | | | # | | | Amended and Restated Evoqua Water Technologies Corp. 2017 Equity Incentive Plan. | | | Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on May 6, 2020 (File No. 001-38272). | | | | | | | | |
| [10.24](https://www.sec.gov/Archives/edgar/data/1604643/000160464322000024/formrsuawardex102toq1fy22.htm) | | | # | | | Form of Restricted Stock Unit Award-Notice of Grant under the Amended and Restated Evoqua Water Technologies Corp. 2017 Equity Incentive Plan (for awards made after fiscal 2021). | | | Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on February 1, 2022 (File No. 001-38272). | | | | | | | | |
| [10.25](https://www.sec.gov/Archives/edgar/data/1604643/000160464322000024/formpsuawardex103toq1fy22.htm) | | | # | | | Form of Performance Share Unit Award-Notice of Grant under the Amended and Restated Evoqua Water Technologies Corp. 2017 Equity Incentive Plan (for awards made after fiscal 2021). | | | Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed on February 1, 2022 (File No. 001-38272). | | | | | | | | |
| [10.](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000040/xyl10152024ex101.htm)[32](https://www.sec.gov/Archives/edgar/data/1524472/000152447224000040/xyl10152024ex101.htm) | | | # | | | Transition Services Agreement entered into between Franz W. Cerwinka and Xylem Inc. dated October 14, 2024. | | | Incorporated by reference to Exhibit 10.1 of Xylem Inc.’s Form 8-K filed on October 15, 2024 (CIK No. 1524472, File No. 1-35229). | | | | | | | | |
| [10.33](https://www.sec.gov/Archives/edgar/data/1524472/000152447225000013/xyl12312024ex1033.htm) | | | # | | | Separation Memorandum and Separation Agreement entered into between Sandra Rowland and Xylem Inc. dated April 4, 2024. | | | Filed herewith. | | | | | | | | |
Item 16. FORM 10-K SUMMARY
4 rewritten, 11 added, 14 removed, 43 unchanged
| | | | [added: Senior] Vice President, [removed: Controller and] Chief Accounting Officer | | |
| | | | | | | Senior Vice President, Chief [removed: Financial] [added: Accounting] Officer | | |
| [removed: March 3, 2025] [added: February 25, 2026] | | | | | | /s/ Geri-Michelle McShane | | |
| | | | | | | [added: Executive] Vice President, [removed: Controller and] Chief [removed: Accounting] [added: Financial] Officer | | |
February 25, 2026
| February 25, 2026 | | | | | | /s/ Matthew F. Pine | | |
| February 25, 2026 | | | | | | /s/ William K. Grogan | | |
| February 25, 2026 | | | | | | /s/ Robert F. Friel | | |
| February 25, 2026 | | | | | | /s/ Earl R. Ellis | | |
| February 25, 2026 | | | | | | /s/ Lisa Glatch | | |
| February 25, 2026 | | | | | | /s/ Victoria D. Harker | | |
| February 25, 2026 | | | | | | /s/ Mark D. Morelli | | |
| February 25, 2026 | | | | | | /s/ Jerome A. Peribere | | |
| February 25, 2026 | | | | | | /s/ Lila Tretikov | | |
| February 25, 2026 | | | | | | /s/ Uday Yadav | | |
March 3, 2025
| | | | | | | | | |
| March 3, 2025 | | | | | | /s/ Matthew F. Pine | | |
| March 3, 2025 | | | | | | /s/ William K. Grogan | | |
| March 3, 2025 | | | | | | /s/ Robert F. Friel | | |
| March 3, 2025 | | | | | | /s/ Jeanne Beliveau-Dunn | | |
| | | | | | | Jeanne Beliveau-Dunn, Director | | |
| March 3, 2025 | | | | | | /s/ Earl R. Ellis | | |
| March 3, 2025 | | | | | | /s/ Lisa Glatch | | |
| March 3, 2025 | | | | | | /s/ Victoria D. Harker | | |
| March 3, 2025 | | | | | | /s/ Mark D. Morelli | | |
| March 3, 2025 | | | | | | /s/ Jerome A. Peribere | | |
| March 3, 2025 | | | | | | /s/ Lila Tretikov | | |
| March 3, 2025 | | | | | | /s/ Uday Yadav | | |