Xylem Inc S-3ASR, filed Aug 3, 2023

Xylem Inc S-3ASR, filed Aug 3, 2023

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Xylem Inc. (XYL)

S-3ASR 2023-08-03

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Added on October 17, 2026

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	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		1
INCORPORATION BY REFERENCE		2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
ABOUT THE REGISTRANT		5
RISK FACTORS		6
USE OF PROCEEDS		7
DESCRIPTION OF DEBT SECURITIES		8
DESCRIPTION OF COMMON STOCK		26
DESCRIPTION OF OTHER SECURITIES		27
PLAN OF DISTRIBUTION		28
LEGAL MATTERS		29
EXPERTS		29


SEC registration fee	$	*
Printing expenses		+
Legal fees and expenses		+
Accounting fees and expenses		+
Miscellaneous expenses		+
Trustee fees and expenses		+
Total	$	+


Exhibit Number	Description	Incorporation by Reference (where a report or registration statement is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)

1.1	Form of Underwriting Agreement.	To be filed by amendment or via Form 8-K.

4.1	Fourth Amended and Restated Articles of Incorporation of the Xylem Inc.	Exhibit 3.1 to Xylem Inc.’s Current Report on Form 8-K filed on May 15, 2017 (File No. 1-35229).

4.2	Fifth Amended and Restated By-laws of Xylem Inc.	Exhibit 3.1 to Xylem Inc.’s Current Report on Form 8-K filed on November 15, 2022 (File No. 1-35229).

4.3	Senior Indenture, dated March 11, 2016, by and between Xylem Inc. and Deutsche Bank Trust Company Americas, as trustee.	Exhibit 4.1 to Xylem Inc.’s Current Report on Form 8-K filed on March 11, 2016 (File No. 1-35229).

4.4	First Supplemental Indenture, dated March 11, 2016, by and between Xylem Inc. and Deutsche Bank Trust Company Americas, as trustee.	Exhibit 4.2 to Xylem Inc.’s Form 8-K filed on March 11, 2016 (File No. 1-35229).

4.5	Form of Subordinated Indenture of Xylem Inc.	Exhibit 4.4 to Xylem Inc.’s Registration Statement on Form S-3 filed on October 29, 2015 (File No. 333-207672).

5.1	Opinion of Gibson, Dunn & Crutcher LLP.	Filed herewith.

5.2	Opinion of Barnes & Thornburg LLP.	Filed herewith.

23.1	Consent of Deloitte & Touche LLP.	Filed herewith.

23.2	Consent of Ernst & Young LLP.	Filed herewith.

23.3	Consent of Gibson, Dunn & Crutcher LLP.	Included in Exhibit 5.1 filed herewith.

23.4	Consent of Barnes & Thornburg LLP.	Included in Exhibit 5.2 filed herewith.

24.1	Powers of Attorney of Xylem Inc.	Included on the signature pages hereto.

25.1	Statement of Eligibility of Trustee in Respect of Senior Indenture of Xylem Inc.	Filed herewith.

25.2	Statement of Eligibility of Trustee in Respect of Subordinated Indenture of Xylem Inc.	Filed herewith.

107	Filing Fee Table	Filed herewith.


XYLEM INC.

By:		/s/ Patrick K. Decker
		Name: Patrick K. Decker
		Title: President and Chief Executive Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company


Signature	Title	Date

/s/ Patrick K. Decker Patrick K. Decker	President, Chief Executive Officer and Director (Principal Executive Officer)	August 3, 2023

/s/ Sandra E. Rowland Sandra E. Rowland	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	August 3, 2023

/s/ Geri McShane Geri McShane	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	August 3, 2023

/s/ Robert F. Friel Robert F. Friel	Chair of the Board of Directors	August 3, 2023

/s/ Jeanne Beliveau-Dunn Jeanne Beliveau-Dunn	Director	August 3, 2023


NEW YORK		13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification no.)

1 COLUMBUS CIRCLE
NEW YORK, NEW YORK		10019
(Address of principal executive offices)		(Zip Code)


INDIANA		45-2080495
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

301 WATER STREET SE
WASHINGTON, DC		20003
(Address of principal executive offices)		(Zip code)


Name		Address
Federal Reserve Bank (2nd District)		New York, NY
Federal Deposit Insurance Corporation		Washington, D.C.
New York State Banking Department		Albany, NY


Exhibit 1 -		Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 2 -		Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 3 -		Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 4 -		A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated March 2, 2022 (see attached).


Exhibit 5 -		Not applicable.

Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 7 -		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8 -		Not Applicable.

Exhibit 9 -		Not Applicable.


		Board of Governors of the Federal Reserve System		OMB Number 7100-0036
		Federal Deposit Insurance Corporation		OMB Number 3064-0052
		Office of the Comptroller of the Currency		OMB Number 1557-0081
				Approval expires December 31, 2024
				Page 1 of 87


		Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041


Report at the close of business March 31, 2023		20230331 (RCON 9999)

This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations). Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.		This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031.
NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations. I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting		schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief. We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.

		Director (Trustee)


Signature of Chief Financial Officer (or Equivalent)		Director (Trustee)

04/30/2023
Date of Signature		Director (Trustee)
Submission of Reports

Each bank must file its Reports of Condition and Income (Call Report) data by either: (a) Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or (b) Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR. For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov.		To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files. The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount. DEUTSCHE BANK TRUST COMPANY AMERICAS Legal Title of Bank (RSSD 9017) New York City (RSSD 9130)
FDIC Certificate Number	623	NY	10019
	(RSSD 9050)	State Abbreviation (RSSD 9200)	Zip Code (RSSD 9220)

		Legal Entity Identifier (LEI)
		8EWQ2UQKS07AKK8ANH81
		(Report only if your institution already has an LEI.) (RCON 9224)


Dollar Amounts in Thousands			RCON		Amount
Assets
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin ⁽¹⁾				0081		28,000	1.a.
b. Interest-bearing balances ⁽²⁾				0071		12,533,000	1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) ⁽³⁾				JJ34		0	2.a.
b. Available-for-sale debt securities (from Schedule RC-B, column D)				1773		720,000	2.b.
c. Equity securities with readily determinable fair values not held for trading ⁽⁴⁾				JA22		5,000	2.c.
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold				B987		0	3.a.
b. Securities purchased under agreements to resell ^{(5, 6)}				B989		5,918,000	3.b.
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale				5369		0	4.a.
b. Loans and leases held for investment	B528	14,770,000					4.b.
c. LESS: Allowance for loan and lease losses	3123	16,000					4.c.
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) ⁽⁷⁾				B529		14,754,000	4.d.
5. Trading assets (from Schedule RC-D)				3545		0	5.
6. Premises and fixed assets (including capitalized leases)				2145		0	6.
7. Other real estate owned (from Schedule RC-M)				2150		0	7.
8. Investments in unconsolidated subsidiaries and associated companies				2130		0	8.
9. Direct and indirect investments in real estate ventures				3656		0	9.
10. Intangible assets (from Schedule RC-M)				2143		4,000	10.
11. Other assets (from Schedule RC-F) ⁽⁶⁾				2160		2,141,000	11.
12. Total assets (sum of items 1 through 11)				2170		36,103,000	12.

Liabilities
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)				2200		23,619,000	13.a.
(1) Noninterest-bearing ⁽⁸⁾	6631	10,976,000					13.a.(1)
(2) Interest-bearing	6636	12,643,000					13.a.(2)
b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased ⁽⁹⁾				B993		0	14.a.
b. Securities sold under agreements to repurchase ⁽¹⁰⁾				B995		0	14.b.
15. Trading liabilities (from Schedule RC-D)				3548		0	15.
16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)				3190		217,000	16.
17. and 18. Not applicable
19. Subordinated notes and debentures ⁽¹¹⁾				3200		0	19.


Item 1. General Information.

	Furnish the following information as to the trustee.

	(a) Name and address of each examining or supervising authority to which it is subject.

	Name	Address
	Federal Reserve Bank (2nd District)	New York, NY
	Federal Deposit Insurance Corporation	Washington, D.C.
	New York State Banking Department	Albany, NY

	(b) Whether it is authorized to exercise corporate trust powers. Yes.


Item 2. Affiliations with Obligor.

	N/A

Item 3.-15. Not Applicable

Item 16. List of Exhibits.

	Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.

	Exhibit 2 -	Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.

	Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333- 201810.

	Exhibit 4 -	A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated March 2, 2022 (see attached).