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Xylem secures new $1.5B five-year credit line

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Xylem Inc. (XYL) entered into a new Five-Year Revolving Credit Facility Agreement providing a senior unsecured revolving credit facility with aggregate commitments of $1.5 billion, available in U.S. dollars and Euros, with a syndicate of banks arranged by Citibank, BNP Paribas, ING, JPMorgan and Wells Fargo. The company may request increases of up to $500 million, for a maximum aggregate principal amount of $2.0 billion. The facility is intended for working capital and other general corporate purposes.

Borrowings bear interest at a base rate or Term SOFR or EURIBOR plus a margin set by a pricing grid tied to Xylem’s credit rating and an annual Sustainability Spread Adjustment, and commitment and letter of credit fees also vary with its credit rating and a Sustainability Fee Adjustment. The agreement includes a consolidated total debt to consolidated EBITDA maintenance requirement and customary covenants and events of default. Certain subsidiaries may be designated as borrowers, and there were no borrowings outstanding when the agreement was executed. In connection with this, Xylem terminated its March 1, 2023 five-year $1.0 billion revolving credit facility, which had an accordion feature up to $1.3 billion.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New revolving credit facility size $1,500,000,000 Aggregate principal amount under the 2026 Five-Year Revolving Credit Facility
Accordion increase under 2026 facility $500,000,000 Potential increase permitted for the 2026 Credit Agreement
Maximum principal under 2026 facility $2,000,000,000 Maximum aggregate principal amount with permitted increases
Prior 2023 revolving facility size $1,000,000,000 Aggregate principal amount under the terminated 2023 Credit Agreement
Accordion increase under 2023 facility $300,000,000 Potential increase permitted for the 2023 Credit Agreement
Maximum principal under 2023 facility $1,300,000,000 Maximum aggregate principal amount with increases under the 2023 facility
Five-Year Revolving Credit Facility Agreement financial
"entered into a Five-Year Revolving Credit Facility Agreement (the “2026 Credit Agreement”)"
Term SOFR financial
"a base rate or a Term SOFR or EURIBOR rate plus an applicable margin"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
EURIBOR financial
"a base rate or a Term SOFR or EURIBOR rate plus an applicable margin"
Euribor is the benchmark interest rate at which banks in the eurozone lend short-term money to one another and is published for several maturities (overnight to one year). Investors watch it because it forms the baseline for many loans, mortgages, bonds and derivatives—like the temperature reading that helps predict how hot borrowing costs and returns will be across the market.
Sustainability Spread Adjustment financial
"with a further adjustment depending on the Company's annual Sustainability Spread Adjustment"
letter of credit financial
"a quarterly letter of credit fee accruing on the letter of credit exposure"
A letter of credit is a bank’s written promise to pay a seller on behalf of a buyer once specified shipping or delivery documents are presented, acting like a guaranteed cashier’s check that only pays when the agreed conditions are met. Investors care because letters of credit reduce payment and counterparty risk, affect a company’s working capital and credit exposure, and can influence deal certainty in contracts, trade financing, and acquisitions.
consolidated EBITDA financial
"maintain a consolidated total debt to consolidated EBITDA ratio"
Consolidated EBITDA is a measure of a parent company’s total operating earnings across all its subsidiaries, calculated before interest, taxes, depreciation and amortization (non‑cash charges). It shows the group’s raw cash‑generation and operating performance independent of financing and accounting choices, so investors use it like comparing the horsepower of an entire fleet rather than individual cars to judge core profitability and to compare firms on a more even footing.

FAQ

What new credit facility did Xylem Inc. (XYL) enter into on September 8, 2026?

Xylem entered into a Five-Year Revolving Credit Facility Agreement providing a senior unsecured revolving credit facility with aggregate commitments of $1.5 billion, available in U.S. dollars and Euros, arranged by a syndicate of lenders led by Citibank and other major banks.

How large can Xylem’s new revolving credit facility grow under the 2026 Credit Agreement?

The 2026 Credit Agreement allows Xylem to request increases of up to $500 million, subject to lender consent, for a maximum aggregate principal amount of $2.0 billion under the senior unsecured revolving credit facility.

What will Xylem (XYL) use the 2026 revolving credit facility for?

The facility made available by the 2026 Credit Agreement will be used for working capital and other general corporate purposes, providing flexible funding capacity in both U.S. dollars and Euros.

How is interest determined under Xylem’s 2026 Credit Agreement?

Borrowings accrue interest at a rate equal to, at Xylem’s election, a base rate or Term SOFR or EURIBOR plus an applicable margin. The margin is set by a pricing grid based on the company’s credit rating and an annual Sustainability Spread Adjustment.

Does Xylem have any outstanding borrowings under the new 2026 Credit Agreement?

No. The disclosure states that no borrowings are outstanding under the 2026 Credit Agreement on the date of the agreement’s execution.

What happened to Xylem’s prior 2023 revolving credit facility?

In connection with the new facility, Xylem terminated its March 1, 2023 Five-Year Revolving Credit Facility Agreement, which had provided a senior unsecured $1.0 billion revolving credit facility with an accordion feature up to $1.3 billion.

What key financial covenant is included in Xylem’s 2026 Credit Agreement?

The 2026 Credit Agreement requires Xylem to maintain a consolidated total debt to consolidated EBITDA ratio, calculated based on the last four fiscal quarters, along with other customary covenants and events of default.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
0001524472false00015244722026-09-082026-09-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2026
XYLEM INC.
(Exact name of registrant as specified in its charter)
Indiana001-3522945-2080495
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
301 Water Street SE20003
WashingtonDC
(Address of principal executive offices)(Zip Code)
(202) 869-9150
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange of which registered
Common Stock, par value $0.01 per shareXYLNew York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨



Item 1.01Entry into a Material Definitive Agreement
On September 8, 2026, Xylem Inc. (the “Company”), as borrower, entered into a Five-Year Revolving Credit Facility Agreement (the “2026 Credit Agreement”), a senior unsecured revolving credit facility, in an aggregate principal amount of up to $1,500,000,000 (available in U.S. dollars and in Euros), with a syndicate of lenders arranged by Citibank, N.A., BNP Paribas Securities Corp., ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, as Lead Arrangers and Joint Bookrunners, and with Citibank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, ING Capital LLC, as Sustainability Structuring Agent, and BNP Paribas and Wells Fargo Bank, National Association, as Documentation Agents. The 2026 Credit Agreement provides for increases of up to $500,000,000 for a maximum aggregate principal amount of $2,000,000,000 at the request of the Company and with the consent of the institutions providing such increased commitments. The facility made available by the 2026 Credit Agreement will be used for working capital and other general corporate purposes.

Interest on all loans under the 2026 Credit Agreement is payable either quarterly or at the expiration of any Term SOFR or EURIBOR interest period applicable thereto. Borrowings accrue interest at a rate equal to, at the Company's election, a base rate or a Term SOFR or EURIBOR rate plus an applicable margin. The 2026 Credit Agreement includes a pricing grid that determines the applicable margin based on the Company's credit rating, with a further adjustment depending on the Company's annual Sustainability Spread Adjustment. The Company will also pay quarterly fees to each lender for such lender's commitment to lend accruing on such commitment at a rate based on the credit rating of the Company, whether such commitment is used or unused, as well as a quarterly letter of credit fee accruing on the letter of credit exposure of such lender during the preceding quarter at a rate based on the credit rating of the Company (as adjusted for the Sustainability Fee Adjustment).

The 2026 Credit Agreement requires the Company to maintain a consolidated total debt to consolidated EBITDA ratio, which will be based on the last four fiscal quarters.

The 2026 Credit Agreement also contains a number of customary covenants, including limitations on the incurrence of secured debt and debt of subsidiaries, liens, sale and lease-back transactions, mergers, consolidations, liquidations, dissolutions and sales of assets. The 2026 Credit Agreement also contains customary events of default.

The Company has the ability to designate subsidiaries that can borrow under the 2026 Credit Agreement, subject to certain requirements and conditions set forth in the 2026 Credit Agreement.

No borrowings are outstanding under the 2026 Credit Agreement on the date hereof.

The foregoing summary is qualified in its entirety by reference to the 2026 Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

Item 1.02Termination of a Material Definitive Agreement
In connection with entering into the 2026 Credit Agreement, on September 8, 2026 the Company terminated the Five-Year Revolving Credit Facility Agreement, dated March 1, 2023 (the “2023 Credit Agreement”), among the Company, certain lenders and Citibank, N.A. as Administrative Agent, which provided for a senior unsecured $1,000,000,000 revolving credit facility. The 2023 Credit Agreement provided for increases of up to $300,000,000 for a maximum aggregate principal amount of $1,300,000,000 at the request of the Company and with the consent of the institutions providing such increased commitments.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant
The information set forth above under Item 1.01 of this report is incorporated by reference to this Item 2.03.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
Exhibit
   No.
Description
10.1
Five-Year Revolving Credit Facility Agreement, dated as of September 8, 2026 among Xylem Inc. and the Lenders party thereto.
104.0 The cover page from Xylem Inc.'s Form 8-K, formatted in Inline XBRL.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
XYLEM INC.
Date: September 8, 2026By:/s/ Andrea van der Berg
Andrea van der Berg
Executive Vice President & Chief Financial Officer



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