UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-35229

Xylem Inc.

(Exact name of registrant as specified in its charter)


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

1 International Drive, Rye Brook, NY 10573

(Address of principal executive offices) (Zip code)

(914) 323-5700

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange of which registered

Common Stock, par value $0.01 per share

XYL

New York Stock Exchange

2.250% Senior Notes due 2023

XYL23

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~April~~July 30, 2021, there were ~~180,041,590~~180,162,994 outstanding shares of the registrant’s common stock, par value $0.01 per share.

Xylem Inc.

Table of Contents


ITEM			PAGE
PART I – Financial Information
Item 1	-	Financial Statements:
		Condensed Consolidated Income Statements for the Three and Six Months Ended ~~March~~June 3 10 , ~~202~~1 2021 and 20 20 2020 (Unaudited)	3
		Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended ~~March~~June 3 10 , ~~202~~1 2021 and 20 20 2020 (Unaudited)	4
		Condensed Consolidated Balance Sheets as of ~~Mar~~chJune 3 10 , ~~202~~1 2021 and December 31, 20 20 2020 (Unaudited)	5
		Condensed Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March~~June 3 10 , ~~202~~1 2021 and 20 20 2020 (Unaudited)	6
		Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
Item 2	-	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2829
Item 3	-	Quantitative and Qualitative Disclosures About Market Risk	4347
Item 4	-	Controls and Procedures	4347
PART II – Other Information
Item 1	-	Legal Proceedings	4448
Item 1A	-	Risk Factors	4448
Item 2	-	Unregistered Sales of Equity Securities and Use of Proceeds	4448
Item 3	-	Defaults Upon Senior Securities	4448
Item 4	-	Mine Safety Disclosures	4448
Item 5	-	Other Information	4448
Item 6	-	Exhibits	4448
		Signatures	4750

PART I

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited)

(in millions, except per share data)


						Three Months		Six Months

For the three months ended March 31,		2021		2020
For the period ended June 30,							For the period ended June 30,	2021		2020		2021		2020
Revenue	Revenue	$	1,256	$	1,123		Revenue	$	1,351	$	1,160	$	2,607	$	2,283
Cost of revenue	Cost of revenue	766		714			Cost of revenue	831		726		1,597		1,440
Gross profit	Gross profit	490		409			Gross profit	520		434		1,010		843
Selling, general and administrative expenses	Selling, general and administrative expenses	301		297			Selling, general and administrative expenses	304		288		605		585
Research and development expenses	Research and development expenses	50		49			Research and development expenses	53		44		103		93
Restructuring and asset impairment charges	Restructuring and asset impairment charges	6		2			Restructuring and asset impairment charges	3		48		9		50

Operating income	Operating income	133		61			Operating income	160		54		293		115
Interest expense	Interest expense	21		16			Interest expense	21		18		42		34
Other non-operating income (expense), net		2		(3)

Other non-operating expense, net							Other non-operating expense, net	(3)		(1)		(1)		(4)
Gain from sale of business							Gain from sale of business	2		0		2		0
Income before taxes	Income before taxes	114		42			Income before taxes	138		35		252		77
Income tax expense	Income tax expense	27		4			Income tax expense	25		4		52		8
Net income	Net income	$	87	$	38		Net income	$	113	$	31	$	200	$	69

Earnings per share:	Earnings per share:						Earnings per share:
Basic	Basic	$	0.49	$	0.21		Basic	$	0.63	$	0.17	$	1.11	$	0.38
Diluted	Diluted	$	0.48	$	0.21		Diluted	$	0.62	$	0.17	$	1.10	$	0.38
Weighted average number of shares:	Weighted average number of shares:						Weighted average number of shares:
Basic	Basic	180.3		180.2			Basic	180.1		180.0		180.2		180.1
Diluted	Diluted	181.5		181.3			Diluted	181.3		180.6		181.4		181.0

See accompanying notes to condensed consolidated financial statements.

XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~ (Unaudited)

(in millions)

For the three months ended March 31, 2021 2020
Net income $ 87 $ 38
Other comprehensive income (loss), before tax:
Foreign currency translation adjustment 10 (78)
Net change in derivative hedge agreements:
Unrealized loss (11) (2)
Amount of (gain) loss reclassified into net income (3) 3
Net change in post-retirement benefit plans:
Amortization of prior service credit (1) (1)
Amortization of net actuarial loss into net income 6 5
Other comprehensive income (loss), before tax 1 (73)
Income tax expense related to items of other comprehensive income (loss) 14 14
Other comprehensive loss, net of tax (13) (87)
Comprehensive income (loss) $ 74 $ (49)
Less: comprehensive loss attributable to noncontrolling interests 0 (1)
Comprehensive income (loss) attributable to Xylem $ 74 $ (48)


	Three Months				Six Months
For the period ended June 30,	2021		2020		2021		2020
Net income	$	113	$	31	$	200	$	69
Other comprehensive income (loss), before tax:
Foreign currency translation adjustment	19		35		29		(43)

Net change in derivative hedge agreements:
Unrealized gain (loss)	4		6		(7)		4
Amount of loss (gain) reclassified into net income	1		0		(2)		3
Net change in post-retirement benefit plans:


Amortization of prior service credit	0		(1)		(1)		(2)
Amortization of net actuarial loss into net income	5		5		11		10


Other comprehensive income (loss), before tax	29		45		30		(28)
Income tax expense (benefit) related to items of other comprehensive income (loss)	1		(7)		15		7
Other comprehensive income (loss), net of tax	28		52		15		(35)
Comprehensive income	$	141	$	83	$	215	$	34
Less: comprehensive loss attributable to noncontrolling interests	0		0		0		(1)
Comprehensive income attributable to Xylem	$	141	$	83	$	215	$	35

See accompanying notes to condensed consolidated financial statements.

XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except per share amounts)

March 31,
2021 December 31,
2020

ASSETS
Current assets:
Cash and cash equivalents $ 1,688 $ 1,875
Receivables, less allowances for discounts, returns and credit losses of $38 and $46 in 2021 and 2020, respectively 952 923
Inventories 596 558
Prepaid and other current assets 165 167
Total current assets 3,401 3,523
Property, plant and equipment, net 627 657
Goodwill 2,831 2,854
Other intangible assets, net 1,075 1,093
Other non-current assets 611 623
Total assets $ 8,545 $ 8,750
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 530 $ 569
Accrued and other current liabilities 714 787
Short-term borrowings and current maturities of long-term debt 600 600
Total current liabilities 1,844 1,956
Long-term debt 2,460 2,484
Accrued post-retirement benefits 502 519
Deferred income tax liabilities 257 242
Other non-current accrued liabilities 536 573
Total liabilities 5,599 5,774
Commitments and contingencies (Note 16) 0 0
Stockholders’ equity:
Common Stock – par value $0.01 per share:
Authorized 750.0 shares, issued 195.2 shares and 194.9 shares in 2021 and 2020, respectively 2 2
Capital in excess of par value 2,049 2,037
Retained earnings 1,967 1,930
Treasury stock – at cost 15.2 shares and 14.5 shares in 2021 and 2020, respectively (655) (588)
Accumulated other comprehensive loss (426) (413)
Total stockholders’ equity 2,937 2,968
Non-controlling interests 9 8
Total equity 2,946 2,976
Total liabilities and stockholders’ equity $ 8,545 $ 8,750


	June 30, 2021		December 31, 2020

ASSETS
Current assets:
Cash and cash equivalents	$	1,840	$	1,875

Receivables, less allowances for discounts, returns and credit losses of $41 and $46 in 2021 and 2020, respectively	975		923
Inventories	642		558
Prepaid and other current assets	166		167

Total current assets	3,623		3,523
Property, plant and equipment, net	626		657
Goodwill	2,841		2,854
Other intangible assets, net	1,058		1,093
Other non-current assets	637		623
Total assets	$	8,785	$	8,750
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	599	$	569
Accrued and other current liabilities	760		787
Short-term borrowings and current maturities of long-term debt	600		600
Total current liabilities	1,959		1,956
Long-term debt	2,466		2,484
Accrued post-retirement benefits	501		519
Deferred income tax liabilities	264		242
Other non-current accrued liabilities	546		573
Total liabilities	5,736		5,774
Commitments and contingencies (Note 16)	0		0
Stockholders’ equity:
Common Stock – par value $0.01 per share:
Authorized 750.0 shares, issued 195.3 shares and 194.9 shares in 2021 and 2020, respectively	2		2
Capital in excess of par value	2,063		2,037
Retained earnings	2,029		1,930
Treasury stock – at cost 15.2 shares and 14.5 shares in 2021 and 2020, respectively	(656)		(588)
Accumulated other comprehensive loss	(398)		(413)
Total stockholders’ equity	3,040		2,968
Non-controlling interests	9		8
Total equity	3,049		2,976
Total liabilities and stockholders’ equity	$	8,785	$	8,750

See accompanying notes to condensed consolidated financial statements.

XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

For the three months ended March 31, 2021 2020
Operating Activities
Net income $ 87 $ 38
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation 30 29
Amortization 32 35
Share-based compensation 9 8
Restructuring and asset impairment charges 6 2
Other, net 2 4
Payments for restructuring (12) (8)
Changes in assets and liabilities (net of acquisitions):
Changes in receivables (42) 23
Changes in inventories (46) (54)
Changes in accounts payable (29) (68)
Other, net (63) (11)
Net Cash – Operating activities (26) (2)
Investing Activities
Capital expenditures (39) (51)
Proceeds from the sale of property, plant and equipment 1 0
Other, net 7 3
Net Cash – Investing activities (31) (48)
Financing Activities
Short-term debt issued, net 0 193
Short-term debt repaid 0 (3)
Repurchase of common stock (67) (60)
Proceeds from exercise of employee stock options 3 5
Dividends paid (51) (48)
Net Cash – Financing activities (115) 87
Effect of exchange rate changes on cash (15) (22)
Net change in cash and cash equivalents (187) 15
Cash and cash equivalents at beginning of year 1,875 724
Cash and cash equivalents at end of period $ 1,688 $ 739
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 41 $ 12
Income taxes (net of refunds received) $ 28 $ 8


For the six months ended June 30,	2021		2020
Operating Activities
Net income	$	200	$	69
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	59		58
Amortization	65		68
Share-based compensation	17		16
Restructuring and asset impairment charges	9		50

Gain from sale of business	(2)		0
Other, net	6		18
Payments for restructuring	(18)		(12)
Changes in assets and liabilities (net of acquisitions):
Changes in receivables	(66)		48
Changes in inventories	(89)		(63)
Changes in accounts payable	36		(86)



Other, net	(11)		13
Net Cash – Operating activities	206		179
Investing Activities
Capital expenditures	(80)		(95)

Proceeds from sale of business	2		0



Other, net	9		7
Net Cash – Investing activities	(69)		(88)
Financing Activities
Short-term debt issued, net	0		359
Short-term debt repaid	0		(422)
Long-term debt issued, net	0		987

Repurchase of common stock	(68)		(60)
Proceeds from exercise of employee stock options	9		5
Dividends paid	(102)		(95)

Other, net	(1)		0
Net Cash – Financing activities	(162)		774
Effect of exchange rate changes on cash	(10)		(12)
Net change in cash and cash equivalents	(35)		853
Cash and cash equivalents at beginning of year	1,875		724
Cash and cash equivalents at end of period	$	1,840	$	1,577
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	58	$	45
Income taxes (net of refunds received)	$	60	$	11

See accompanying notes to condensed consolidated financial statements.

XYLEM INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Background and Basis of Presentation

Background

Xylem Inc. (“Xylem” or the “Company”) is a leading equipment and service provider for water and wastewater applications with a broad portfolio of products and services addressing the full cycle of water, from collection, distribution and use to the return of water to the environment.

Xylem operates in 3 segments, Water Infrastructure, Applied Water and Measurement & Control Solutions. See Note 17, "Segment Information", to the condensed consolidated financial statements for further segment background information.

Except as otherwise indicated or unless the context otherwise requires, "Xylem," "we," "us," "our" and the "Company" refer to Xylem Inc. and its subsidiaries.

Basis of Presentation

The interim condensed consolidated financial statements reflect our financial position and results of operations in conformity with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany transactions between our businesses have been eliminated.

The unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in the opinion of management, reflect all adjustments (which include normal recurring adjustments) considered necessary for a fair statement of the financial position and results of operations for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such SEC rules. We believe that the disclosures made are adequate to make the information presented not misleading. We consistently applied the accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2020 ("2020 Annual Report") in preparing these unaudited condensed consolidated financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes included in our 2020 Annual Report.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Estimates are revised as additional information becomes available. Estimates and assumptions are used for, but not limited to, post-retirement obligations and assets, revenue recognition, income taxes, valuation of intangible assets, goodwill and indefinite-lived intangible impairment testing and contingent liabilities. Actual results could differ from these estimates. The global outbreak of the novel coronavirus ("COVID-19") disease in March 2020, declared a pandemic by the World Health Organization, has created significant global volatility, uncertainty and economic disruption. The COVID-19 pandemic also has caused increased uncertainty in estimates and assumptions affecting the condensed consolidated financial statements. Actual results could differ from these estimates.

Our quarterly financial periods end on the Saturday closest to the last day of the calendar quarter, except for the fourth quarter which ends on December 31. For ease of presentation, the condensed consolidated financial statements included herein are described as ending on the last day of the calendar quarter.

Note 2. Revenue

Disaggregation of Revenue

The following table illustrates the sources of revenue:

Three Months Ended
March 31,
(in millions) 2021 2020
Revenue from contracts with customers $ 1,211 $ 1,074
Lease Revenue 45 49
Total $ 1,256 $ 1,123


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2021		2020		2021		2020
Revenue from contracts with customers	$	1,302	$	1,114	$	2,513	$	2,188
Lease Revenue	49		46		94		95
Total	$	1,351	$	1,160	$	2,607	$	2,283

The following table reflects revenue from contracts with customers by application. The table below also reflects updates to the aggregation of applications to simplify and focus presentation.

Three Months Ended
March 31,
(in millions) 2021 2020
Water Infrastructure
     Transport $ 370 $ 318
     Treatment 94 71
Applied Water
     Commercial Building Services 147 137
Residential Building Services 67 50
     Industrial Water 179 151
Measurement & Control Solutions
     Water 283 265
     Energy 71 82
Total $ 1,211 $ 1,074


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2021		2020		2021		2020
Water Infrastructure
Transport	$	414	$	350	$	784	$	668
Treatment	106		105		200		176

Applied Water
Commercial Building Services	155		133		302		270
Residential Building Services	73		54		140		104
Industrial Water	186		150		365		301

Measurement & Control Solutions
Water	288		240		571		505
Energy	80		82		151		164



Total	$	1,302	$	1,114	$	2,513	$	2,188

The following table reflects revenue from contracts with customers by geographical region. The presentation of geographic regions below has been updated to better align to how management currently focuses on revenue and growth platforms by geographic region. There has been no change to the Company's reportable segments.

Three Months Ended
March 31,
(in millions) 2021 2020
Water Infrastructure
     United States $ 123 $ 121
Western Europe 173 142
Emerging Markets (a) 122 86
Other 46 40
Applied Water
     United States 194 191
Western Europe 92 74
Emerging Markets (a) 78 50
Other 29 23
Measurement & Control Solutions
     United States 213 221
Western Europe 74 63
Emerging Markets (a) 46 41
Other 21 22
Total $ 1,211 $ 1,074


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2021		2020		2021		2020
Water Infrastructure
United States	$	142	$	144	$	265	$	265
Western Europe	190		157		363		299
Emerging Markets (a)	133		109		255		195
Other	55		45		101		85

Applied Water
United States	202		183		396		374
Western Europe	99		70		191		144
Emerging Markets (a)	81		61		159		111
Other	32		23		61		46

Measurement & Control Solutions
United States	224		212		437		433
Western Europe	69		51		143		114
Emerging Markets (a)	49		39		95		80
Other	26		20		47		42

Total	$	1,302	$	1,114	$	2,513	$	2,188

(a)Emerging Markets revenue includes results from the following regions: Eastern Europe, the Middle East and Africa, Latin America and Asia Pacific (excluding Japan, Australia and New Zealand, which are presented in "Other")

Contract Balances

We receive payments from customers based on a billing schedule as established in our contracts. Contract assets relate to costs incurred to perform in advance of scheduled billings. Contract liabilities relate to payments received in advance of performance under the contracts. Changes in contract assets and liabilities are due to our performance under the contract.

The table below provides contract assets, contract liabilities, and significant changes in contract assets and liabilities:

(in millions) Contract Assets (a) Contract Liabilities
Balance at January 1, 2020 $ 106 $ 135
  Additions, net 42 54
  Revenue recognized from opening balance — (47)
  Billings transferred to accounts receivable (38) —
  Other (4) (4)
Balance at March 31, 2020 $ 106 $ 138
Balance at January 1, 2021 $ 117 $ 166
  Additions, net 43 67
  Revenue recognized from opening balance — (71)
  Billings transferred to accounts receivable (50) —
  Other (1) 0
Balance at March 31, 2021 $ 109 $ 162


(in millions)	Contract Assets (a)		Contract Liabilities
Balance at January 1, 2020	$	106	$	135
Additions, net	63		85
Revenue recognized from opening balance	—		(70)
Billings transferred to accounts receivable	(60)		—




Other	(2)		(4)
Balance at June 30, 2020	$	107	$	146

Balance at January 1, 2021	$	117	$	166
Additions, net	78		99
Revenue recognized from opening balance	—		(93)
Billings transferred to accounts receivable	(74)		—




Other	0		(1)
Balance at June 30, 2021	$	121	$	171

(a)Excludes receivable balances which are disclosed on the balance sheet

Performance obligations

Delivery schedules vary from customer to customer based upon their requirements. Typically, large projects require longer lead production cycles and delays can occur from time to time. As of ~~March 31,~~June 30, 2021, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied for contracts with performance obligations, amount to ~~$428~~$438 million. We expect to recognize the majority of revenue upon the completion of satisfying these performance obligations in the following 60 months. The Company elects to apply the practical expedient to exclude from this disclosure revenue related to performance obligations that are part of a contract whose original expected duration is less than one year.

Note 3. Restructuring and Asset Impairment Charges

Restructuring

From time to time, the Company will incur costs related to restructuring actions in order to optimize our cost base and more strategically position ourselves. During the three and six months ended ~~March 31,~~June 30, 2021, we recognized restructuring charges of $5$3 million and $8 million, respectively, of which $4$2 million ~~relates~~and $6 million relate to actions previously announced in 2020. These charges included reduction of headcount across all segments and asset impairments within our Measurement & Control Solutions segment. ~~During the three months ended March 31, 2020, we recognized restructuring charges of $2 million.~~

In response to the changes in business and economic conditions arising as a result of the COVID-19 pandemic, in June 2020 management committed to a restructuring plan that includes actions across our businesses and functions globally. The plan is designed to support our long-term financial resilience, ~~and~~ simplify our operations, strengthen our competitive positioning and better serve our customers. During the three and six months ended June 30, 2020, we recognized restructuring charges of $38 million and $40 million, respectively. These charges included reduction of headcount across all segments and asset impairments within our Measurement & Control Solutions segment.

The following table presents the components of restructuring expense and asset impairment charges:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2021		2020		2021		2020
By component:
Severance and other charges	$	4	$	21	$	8	$	23

Asset impairment	0		17		1		17

Reversal of restructuring accruals	(1)		0		(1)		0
Total restructuring charges	$	3	$	38	$	8	$	40
Asset impairment charges	0		10		1		10
Total restructuring and asset impairment charges	$	3	$	48	$	9	$	50

By segment:
Water Infrastructure	$	3	$	6	$	7	$	8
Applied Water	0		2		1		2
Measurement & Control Solutions	0		40		1		40

Three Months Ended
March 31,
(in millions) 2021 2020
By component:
Severance and other charges $ 4 $ 2
Asset impairment 1 0
Total restructuring charges $ 5 $ 2
Asset impairment charges 1 0
Total restructuring and asset impairment charges $ 6 $ 2
By segment:
Water Infrastructure $ 4 $ 2
Applied Water 1 0
Measurement & Control Solutions 1 0

The following table displays a roll-forward of the restructuring accruals, presented on our Condensed Consolidated Balance Sheets within "Accrued and other current liabilities" and "Other non-current accrued liabilities", for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020:

(in millions) 2021 2020
Restructuring accruals - January 1 $ 29 $ 27
Restructuring charges 5 2
Cash payments (12) (8)
Asset impairment (1) 0
Foreign currency and other 0 (1)
Restructuring accruals - March 31 $ 21 $ 20
By segment:
Water Infrastructure $ 2 $ 1
Applied Water 1 1
Measurement & Control Solutions 14 17
Regional selling locations (a) 4 1


(in millions)	2021		2020
Restructuring accruals - January 1	$	29	$	27
Restructuring charges	8		40
Cash payments	(18)		(12)
Asset impairment	(1)		(17)
Foreign currency and other	0		(1)
Restructuring accruals - June 30	$	18	$	37

By segment:
Water Infrastructure	$	3	$	4
Applied Water	1		1
Measurement & Control Solutions	11		27
Regional selling locations (a)	3		4
Corporate and other	0		1

(a)Regional selling locations consist primarily of selling and marketing organizations and related support services that incurred restructuring expense which was allocated to the segments. The liabilities associated with restructuring expense were not allocated to the segments.

The following table presents expected restructuring spend in 2021 and thereafter:


(in millions)	Water Infrastructure		Applied Water		Measurement & Control Solutions		Corporate		Total
Actions Commenced in 2021:
Total expected costs	$	5	$	0	$	0	$	0	$	5
Costs incurred during Q1 2021	1		0		0		0		1
Costs incurred during Q2 2021	1		0		0		0		1

Total expected costs remaining	$	3	$	0	$	0	$	0	$	3

Actions Commenced in 2020:
Total expected costs	$	25	$	8	$	33	$	2	$	68
Costs incurred during 2020	19		4		30		0		53
Costs incurred during Q1 2021	2		1		1		0		4
Costs incurred during Q2 2021	2		0		0		0		2

Total expected costs remaining	$	2	$	3	$	2	$	2	$	9

(in millions) Water Infrastructure Applied Water Measurement & Control Solutions Corporate Total
Actions Commenced in 2021:
Total expected costs $ 3 $ 0 $ 0 $ 0 $ 3
Costs incurred during Q1 2021 1 0 0 0 1
Total expected costs remaining $ 2 $ 0 $ 0 $ 0 $ 2
Actions Commenced in 2020:
Total expected costs $ 25 $ 8 $ 33 $ 2 $ 68
Costs incurred during 2020 19 4 30 0 53
Costs incurred during Q1 2021 2 1 1 0 4
Total expected costs remaining $ 4 $ 3 $ 2 $ 2 $ 11
The Water Infrastructure actions commenced in 2021 consist primarily of severance charges. These actions are expected to continue through the second quarter of 2022.

The Water Infrastructure, Applied Water, and Measurement & Control Solutions actions commenced in 2020 consist primarily of severance charges across segments and asset impairment charges in our Measurement & Control Solutions segment. These actions are expected to continue through ~~2021.~~

~~The Water Infrastructure actions commenced in 2021 consist primarily of severance charges. These actions are expected to continue through~~ the ~~third~~second quarter of ~~2021.~~2022.

During the second quarter of 2020 the discontinuance of a product line resulted in $17 million of asset impairments, primarily related to customer relationships, trademarks and fixed assets within our Measurement & Control Solutions segment.

Asset Impairment

During the second quarter of 2020 we determined that internally developed in-process software within our Measurement & Control Solutions segment was impaired as a result of actions taken to prioritize strategic investments. Accordingly, we recognized an impairment charge of $10 million. Refer to Note 7, "Goodwill and Other Intangible Assets," for additional information.

Note 4. Income Taxes

Our quarterly provision for income taxes is measured using an estimated annual effective tax rate, adjusted for discrete items within periods presented. The comparison of our effective tax rate between periods is significantly impacted by the level and mix of earnings and losses by tax jurisdiction and discrete items.

The income tax provision for the three months ended ~~March 31,~~June 30, 2021 was ~~$27~~$25 million resulting in an effective tax rate of ~~23.3%~~18.5%, compared to a $4 million expense resulting in an effective tax rate of ~~10.0%~~10.9% for the same period in 2020. The income tax provision for the six months ended June 30, 2021 was $52 million resulting in an effective tax rate of 20.7%, compared to an $8 million expense resulting in an effective tax rate of 10.4% for the same period in 2020. The effective tax rate for the three and six month ~~period~~periods ended ~~March 31,~~June 30, 2021 was ~~higher~~lower than the U.S. federal statutory rate primarily due to ~~tax settlements and~~favorable earnings mix, partially offset by the Global Intangible Low Taxed Income ("GILTI") ~~inclusion, partially offset by favorable earnings mix.~~inclusion. Additionally, the effective tax rate for the three and six month periods ended June 30, 2021 differ from the same periods in 2020 due to unfavorable earnings mix as compared to the prior year and favorable equity compensation deductions in the prior year. The effective tax rate for the six month period ended ~~March 31,~~June 30, 2021 differs from the same period in 2020 due to the impact of ~~the~~ tax settlements in the current ~~period, partially offset by the benefit from favorable equity compensation deductions in the prior year.~~period.

Unrecognized Tax Benefits

We recognize tax benefits from uncertain tax positions only if it is more likely than not that a tax position will be sustained on examination by taxing authorities or upon completion of the litigation process, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The amount of unrecognized tax benefits at March 31, 2021 was $113 million, as compared to $114 million at December 31, 2020, which if ultimately recognized will reduce our effective tax rate. We do not believe it is reasonably possible that the unrecognized tax benefits will significantly change within the next twelve months. We classify interest expense relating to unrecognized tax benefits as a component of "Other non-operating (expense) income, net" and tax penalties as a component of "Income tax expense" in our Condensed Consolidated Income Statements. As of March 31, 2021, we had $8 million of interest accrued for unrecognized tax benefits.

During 2019, Xylem’s Swedish subsidiary received a tax assessment for the 2013 tax year related to the tax treatment of an intercompany transfer of certain intellectual property that was made in connection with a reorganization of our European businesses. The assessment asserts an aggregate amount of approximately $80 million for tax, penalties and interest. Xylem filed an appeal with the Administrative Court of Stockholm. Management, in consultation with external legal advisors, believes it is more likely than not that Xylem will prevail on the proposed assessment and is vigorously defending our position through litigation. As of ~~March 31,~~June 30, 2021, we have not recorded any unrecognized tax benefits related to this uncertain tax position.

Note 5. Earnings Per Share

The following is a reconciliation of the shares used in calculating basic and diluted net earnings per share:

Three Months Ended
March 31,
2021 2020
Net income (in millions) $ 87 $ 38
Shares (in thousands):
Weighted average common shares outstanding 180,252 180,154
Add: Participating securities (a) 15 25
Weighted average common shares outstanding — Basic 180,267 180,179
Plus incremental shares from assumed conversions: (b)
Dilutive effect of stock options 794 725
Dilutive effect of restricted stock units and performance share units 413 390
Weighted average common shares outstanding — Diluted 181,474 181,294
Basic earnings per share $ 0.49 $ 0.21
Diluted earnings per share $ 0.48 $ 0.21


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Net income (in millions)	$	113	$	31	$	200	$	69
Shares (in thousands):
Weighted average common shares outstanding	180,072		179,933		180,162		180,043
Add: Participating securities (a)	34		32		24		29
Weighted average common shares outstanding — Basic	180,106		179,965		180,186		180,072
Plus incremental shares from assumed conversions: (b)
Dilutive effect of stock options	897		563		845		644
Dilutive effect of restricted stock units and performance share units	346		79		380		234

Weighted average common shares outstanding — Diluted	181,349		180,607		181,411		180,950
Basic earnings per share	$	0.63	$	0.17	$	1.11	$	0.38
Diluted earnings per share	$	0.62	$	0.17	$	1.10	$	0.38

(a)Restricted stock unit awards containing rights to non-forfeitable dividends that participate in undistributed earnings with common shareholders are considered participating securities for purposes of computing earnings per share.

(b)Incremental shares from stock options, restricted stock units and performance share units are computed by the treasury stock method. The weighted average shares listed below were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented or were otherwise excluded under the treasury stock method. The treasury stock method calculates dilution assuming the exercise of all in-the-money options and vesting of restricted stock units and performance share units, reduced by the repurchase of shares with the proceeds from the assumed exercises and unrecognized compensation expense for outstanding awards. Performance share units will be included in the treasury stock calculation of diluted earnings per share upon achievement of underlying performance or market conditions at the end of the reporting period. See Note 13, "Share-Based Compensation Plans", to the condensed consolidated financial statements for further detail on the performance share units.

Three Months Ended
March 31,
(in thousands) 2021 2020
Stock options 1,249 1,367
Restricted stock units 285 314
Performance share units 352 285

~~Note 6. Inventories~~

~~The components of total inventories are summarized as follows:~~

(in millions) March 31,
2021 December 31,
2020
Finished goods $ 232 $ 221
Work in process 58 49
Raw materials 306 288
Total inventories $ 596 $ 558


	Three Months Ended		Six Months Ended
	June 30,		June 30,
(in thousands)	2021	2020	2021	2020
Stock options	1,227	1,766	1,238	1,567
Restricted stock units	318	441	302	377
Performance share units	345	313	349	299

Note 6. Inventories

The components of total inventories are summarized as follows:


(in millions)	June 30, 2021		December 31, 2020
Finished goods	$	244	$	221
Work in process	62		49
Raw materials	336		288
Total inventories	$	642	$	558

Note 7. Goodwill and Other Intangible Assets

Goodwill

Changes in the carrying value of goodwill by reportable segment for the ~~three~~six months ended ~~March 31,~~June 30, 2021 are as follows:

(in millions)
Water
Infrastructure
Applied Water Measurement & Control Solutions Total
Balance as of January 1, 2021 $ 668 $ 529 $ 1,657 $ 2,854
Activity in 2021
Foreign currency and other (6) (3) (14) (23)
Balance as of March 31, 2021 $ 662 $ 526 $ 1,643 $ 2,831


(in millions)	Water Infrastructure		Applied Water		Measurement & Control Solutions		Total
Balance as of January 1, 2021	$	668	$	529	$	1,657	$	2,854
Activity in 2021


Foreign currency and other	0		(5)		(8)		(13)
Balance as of June 30, 2021	$	668	$	524	$	1,649	$	2,841

As of ~~March 31,~~June 30, 2021, goodwill included an accumulated impairment loss of $206 million within the Measurement & Control Solutions segment.

Other Intangible Assets

Information regarding our other intangible assets is as follows:

March 31, 2021 December 31, 2020
(in millions)
Carrying
Amount
Accumulated
Amortization
Net
Intangibles
Carrying
Amount
Accumulated
Amortization
Net
Intangibles
Customer and distributor relationships $ 939 $ (421) $ 518 $ 941 $ (410) $ 531
Proprietary technology and patents 205 (134) 71 206 (131) 75
Trademarks 143 (65) 78 143 (63) 80
Software 510 (274) 236 500 (265) 235
Other 21 (18) 3 21 (18) 3
Indefinite-lived intangibles 169 0 169 169 0 169
Other Intangibles $ 1,987 $ (912) $ 1,075 $ 1,980 $ (887) $ 1,093


	June 30, 2021						December 31, 2020
(in millions)	Carrying Amount		Accumulated Amortization		Net Intangibles		Carrying Amount		Accumulated Amortization		Net Intangibles
Customer and distributor relationships	$	941	$	(436)	$	505	$	941	$	(410)	$	531
Proprietary technology and patents	206		(138)		68		206		(131)		75
Trademarks	143		(68)		75		143		(63)		80
Software	523		(284)		239		500		(265)		235
Other	21		(19)		2		21		(18)		3
Indefinite-lived intangibles	169		0		169		169		0		169
Other Intangibles	$	2,003	$	(945)	$	1,058	$	1,980	$	(887)	$	1,093

Amortization expense related to finite-lived intangible assets was ~~$32~~$33 million and ~~$35~~$65 million for the three and six month periods ended ~~March 31,~~June 30, 2021, respectively, and $33 million and $68 million for the three and six month periods ended June 30, 2020, respectively.

During the second quarter of 2020, we recognized impairment charges of $16 million primarily related to customer relationships and trademarks due to discontinuance of a product line within our Measurement & Control Solutions segment. We also determined that internally developed in-process software within our Measurement & Control Solutions segment was impaired as a result of actions taken to prioritize strategic investments and recognized an impairment charge of $10 million.

Note 8. Derivative Financial Instruments

Risk Management Objective of Using Derivatives

We are exposed to certain risks arising from both our business operations and economic conditions, and we principally manage our exposures to these risks through management of our core business activities. Certain of our foreign operations expose us to fluctuations of foreign interest rates and exchange rates that may impact revenue, expenses, cash receipts, cash payments, and the value of our stockholders' equity. We enter into derivative financial instruments to protect the value or fix the amount of certain cash flows in terms of the functional currency of the business unit with that exposure and also reduce the volatility in stockholders' equity.

Cash Flow Hedges of Foreign Exchange Risk

We are exposed to fluctuations in various foreign currencies against our functional currencies. We use foreign currency derivatives, including currency forward agreements, to manage our exposure to fluctuations in the various exchange rates. Currency forward agreements involve fixing the foreign currency exchange rate for delivery of a specified amount of foreign currency on a specified date.

Certain business units with exposure to foreign currency exchange risks have designated certain currency forward agreements as cash flow hedges of forecasted intercompany inventory purchases and sales. Our principal currency exposures relate to the Euro, Swedish Krona, British Pound, Canadian Dollar, Polish Zloty and Australian Dollar. We had foreign exchange contracts with purchased notional amounts totaling ~~$400~~$270 million and

$0 $0 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. As of ~~March 31,~~June 30, 2021, our most significant foreign currency derivatives included contracts to sell U.S. Dollar and purchase Euro, purchase Swedish Krona and sell Euro, sell British Pound and purchase Euro, purchase Polish Zloty and sell Euro, purchase U.S. Dollar and sell Canadian Dollar, and to sell Canadian Dollar and purchase Euro. The purchased notional amounts associated with these currency derivatives are ~~$144~~$97 million, ~~$131~~$88 million, ~~$54~~$36 million, ~~$21~~$14 million, ~~$19~~$13 million and ~~$17~~$12 million, respectively.

Hedges of Net Investments in Foreign Operations

We are exposed to changes in foreign currencies impacting our net investments held in foreign subsidiaries.

~~Cross Currency~~Cross-Currency Swaps

Beginning in 2015, we entered into ~~cross currency~~cross-currency swaps to manage our exposure to fluctuations in the Euro-U.S. Dollar exchange rate. During the second quarter of 2019 and third quarter of 2020 we entered into additional cross-currency swaps. The total notional amount of derivative instruments designated as net investment hedges was ~~$1,196~~$1,208 million and $1,249 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

Foreign Currency Denominated Debt

On March 11, 2016, we issued 2.250% Senior Notes of €500 million aggregate principal amount due March 2023. We designated the entirety of the outstanding balance, or ~~$585~~$591 million and $610 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, net of unamortized discount, as a hedge of a net investment in certain foreign subsidiaries.

The table below presents the effect of our derivative financial instruments on the Condensed Consolidated Income Statements and Statements of Comprehensive Income:

Three Months Ended
March 31,
(in millions) 2021 2020
Cash Flow Hedges
Foreign Exchange Contracts
Amount of (loss) recognized in OCI $ (11) $ (2)
Amount of (gain) loss reclassified from OCI into revenue (2) 2
Amount of (gain) loss reclassified from OCI into cost of revenue (1) 1
Net Investment Hedges
Cross Currency Swaps
Amount of gain recognized in OCI $ 30 $ 45
Amount of income recognized in Interest Expense 5 4
Foreign Currency Denominated Debt
Amount of gain recognized in OCI $ 26 $ 10


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2021		2020		2021		2020
Cash Flow Hedges
Foreign Exchange Contracts
Amount of (loss) gain recognized in OCI	$	4	$	6	$	(7)	$	4
Amount of (gain) loss reclassified from OCI into revenue	1		(1)		(1)		1
Amount of (gain) loss reclassified from OCI into cost of revenue	0		1		(1)		2

Net Investment Hedges
Cross-Currency Swaps
Amount of gain (loss) recognized in OCI	$	2	$	(22)	$	32	$	23
Amount of income recognized in Interest Expense	5		5		$	10	$	9
Foreign Currency Denominated Debt
Amount of gain (loss) recognized in OCI	$	(6)	$	(15)	$	20	$	(5)

As of ~~March 31,~~June 30, 2021, ~~$11~~$6 million of net losses on cash flow hedges are expected to be reclassified into earnings in the next 12 months.

As of ~~March 31,~~June 30, 2021, no gains or losses on the net investment hedges are expected to be reclassified into earnings over their duration.

The fair values of our derivative assets and liabilities are measured on a recurring basis using Level 2 inputs and are determined through the use of models that consider various assumptions including yield curves, time value and other measurements.

The fair values of our derivative contracts currently included in our hedging program were as follows:

(in millions) March 31,
2021 December 31,
2020
Derivatives designated as hedging instruments
Liabilities
Cash Flow Hedges
Other current liabilities $ (11) $ 0
Net Investment Hedges
Other non-current accrued liabilities $ (86) $ (117)


(in millions)	June 30, 2021		December 31, 2020
Derivatives designated as hedging instruments





Liabilities
Cash Flow Hedges
Other current liabilities	$	(5)	$	0
Net Investment Hedges
Other non-current accrued liabilities	$	(82)	$	(117)

The fair value of our long-term debt, due in 2023, designated as a net investment hedge was ~~$610~~$614 million and $640 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

Note 9. Accrued and Other Current Liabilities

The components of total accrued and other current liabilities are as follows:

(in millions) March 31,
2021 December 31,
2020
Compensation and other employee-benefits $ 211 $ 258
Customer-related liabilities 180 186
Accrued taxes 93 103
Lease liabilities 64 63
Accrued warranty costs 51 54
Other accrued liabilities 115 123
Total accrued and other current liabilities $ 714 $ 787


(in millions)	June 30, 2021		December 31, 2020
Compensation and other employee-benefits	$	253	$	258
Customer-related liabilities	196		186
Accrued taxes	78		103
Lease liabilities	70		63
Accrued warranty costs	52		54
Other accrued liabilities	111		123
Total accrued and other current liabilities	$	760	$	787

Note 10. Credit Facilities and Debt

Total debt outstanding is summarized as follows:

(in millions) March 31,
2021 December 31,
2020
4.875% Senior Notes due 2021 (a) $ 600 $ 600
2.250% Senior Notes due 2023 (a) 587 612
3.250% Senior Notes due 2026 (a) 500 500
1.950% Senior Notes due 2028 (b) 500 500
2.250% Senior Notes due 2031 (b) 500 500
4.375% Senior Notes due 2046 (a) 400 400
Debt issuance costs and unamortized discount (c) (27) (28)
Total debt 3,060 3,084
Less: short-term borrowings and current maturities of long-term debt 600 600
Total long-term debt $ 2,460 $ 2,484


(in millions)	June 30, 2021		December 31, 2020

4.875% Senior Notes due 2021 (a)	$	600	$	600
2.250% Senior Notes due 2023 (a)	592		612
3.250% Senior Notes due 2026 (a)	500		500
1.950% Senior Notes due 2028 (b)	500		500
2.250% Senior Notes due 2031 (b)	500		500
4.375% Senior Notes due 2046 (a)	400		400





Debt issuance costs and unamortized discount (c)	(26)		(28)

Total debt	3,066		3,084
Less: short-term borrowings and current maturities of long-term debt	600		600
Total long-term debt	$	2,466	$	2,484

(a)The fair value of our Senior Notes was determined using quoted prices in active markets for identical securities, which are considered Level 1 inputs. The fair value of our Senior Notes due 2021 was ~~$613~~$606 million and $620 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. The fair value of our Senior Notes due 2023 was ~~$610~~$614 million and $640 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. The fair value of our Senior Notes due 2026 was ~~$542~~$548 million and $563 million as of ~~March 31,~~June 30, 2021 and December 31, 2020 respectively. The fair value of our Senior Notes due 2046 was ~~$455~~$483 million and $496 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

(b)The fair value of our Senior Notes was determined using quoted prices in active markets for identical securities, which are considered Level 1 inputs. The fair value of our Senior Notes due 2028 was ~~$500~~$508 million and $529 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively. The fair value of our Senior Notes due 2031 was ~~$491~~$507 million and $527 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

(c)The debt issuance costs and unamortized discount are recognized as a reduction in the carrying value of the Senior Notes in the Condensed Consolidated Balance Sheets and are being amortized to interest expense in our Condensed Consolidated Income Statements over the expected remaining terms of the Senior Notes.

Senior Notes

On June 26, 2020, we issued 1.950% Senior Notes of $500 million aggregate principal amount due January 2028 (the “Senior Notes due 2028”) and 2.250% Senior Notes of $500 million aggregate principal amount due January 2031 (the “Senior Notes due 2031" and, together with the Senior Notes due 2028, the “Green Bond”).

The Green Bond includes covenants that restrict our ability, and the ability of our restricted subsidiaries, to incur debt secured by liens on certain property above a threshold, to engage in certain sale and leaseback transactions involving certain property above a threshold, and to consolidate or merge, or convey or transfer all or substantially all of our assets. We may redeem the Green Bond at any time, at our option, subject to certain conditions, at specified redemption prices, plus accrued and unpaid interest to the redemption date.

If a change of control triggering event (as defined in the applicable Green Bond indenture) occurs, we will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase.

Interest on the Green Bond is payable on January 30 and July 30 of each year. As of ~~March 31,~~June 30, 2021, we are in compliance with all covenants for the Green Bond.

On September 20, 2011, we issued 4.875% Senior Notes of $600 million aggregate principal amount due October 2021 (the "Senior Notes due 2021"). On March 11, 2016, we issued 2.250% Senior Notes of €500 million aggregate principal amount due March 2023 (the "Senior Notes due 2023"). On October 11, 2016, we issued 3.250% Senior Notes of $500 million aggregate principal amount due October 2026 (the “Senior Notes due 2026”) and 4.375% Senior Notes of $400 million aggregate principal amount due October 2046 (the “Senior Notes due 2046” and, together with the Senior Notes due 2021, the Senior Notes due 2023 and the Senior Notes due 2026, the “Senior Notes”).

The Senior Notes include covenants that restrict our ability, and the ability of our restricted subsidiaries, to incur debt secured by liens on certain property above a threshold, to engage in certain sale and leaseback transactions

involving certain property above a threshold, and to consolidate or merge, or convey or transfer all or substantially all of our assets. We may redeem the Senior Notes, as applicable, in whole or in part, at any time at a redemption price equal to the principal amount of the Senior Notes to be redeemed, plus a make-whole premium. We may also redeem the Senior Notes in certain other circumstances, as set forth in the applicable Senior Notes indenture.

If a change of control triggering event (as defined in the applicable Senior Notes indenture) occurs, we will be required to make an offer to purchase the Senior Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase.

Interest on the Senior Notes due 2021 is payable on April 1 and October 1 of each year. Interest on the Senior Notes due 2023 is payable on March 11 of each year. Interest on the Senior Notes due 2026 and the Senior Notes due 2046 is payable on May 1 and November 1 of each year. As of ~~March 31,~~June 30, 2021, we are in compliance with all covenants for the Senior Notes.

Credit Facilities

2019 Five-Year Revolving Credit Facility

On March 5, 2019, Xylem entered into a Five-Year Revolving Credit Facility (the “2019 Credit Facility”) with Citibank, N.A., as Administrative Agent, and a syndicate of lenders. The 2019 Credit Facility provides for an aggregate principal amount of up to $800 million (available in U.S. Dollars and in Euros), with increases of up to $200 million for a maximum aggregate principal amount of $1 billion at the request of Xylem and with the consent of the institutions providing such increased commitments.

Interest on all loans under the 2019 Credit Facility is payable either quarterly or at the expiration of any LIBOR or EURIBOR interest period applicable thereto. Borrowings accrue interest at a rate equal to, at Xylem's election, a base rate or an adjusted LIBOR or EURIBOR rate plus an applicable margin. The 2019 Credit Facility includes customary provisions for implementation of replacement rates for LIBOR-based and EURIBOR-based loans. The 2019 Credit Facility also includes a pricing grid that determines the applicable margin based on Xylem's credit rating, with a further adjustment depending on Xylem's annual Sustainalytics Environmental, Social and Governance ("ESG") score, determined based on the methodology in effect as of March 5, 2019. Xylem will also pay quarterly fees to each lender for such lender’s commitment to lend accruing on such commitment at a rate based on our credit rating, whether such commitment is used or unused, as well as a quarterly letter of credit fee accruing on the letter of credit exposure of such lender during the preceding quarter at a rate based on the credit rating of Xylem (as adjusted for the ESG score).

The 2019 Credit Facility requires that Xylem maintain a consolidated total debt to consolidated EBITDA ratio (or maximum leverage ratio), which will be based on the last four fiscal quarters; and in addition 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 2019 Credit Facility also contains customary events of default. Finally, Xylem has the ability to designate subsidiaries that can borrow under the 2019 Credit Facility, subject to certain requirements and conditions set forth in the 2019 Credit Facility.

On June 22, 2020, Xylem entered into Amendment No. 1 to the 2019 Credit Facility (the "Amendment") which modified the financial covenant from a test based on the maximum leverage ratio (defined as consolidated total debt to consolidated EBITDA) to a test based on the net leverage ratio (defined as consolidated total debt less unrestricted cash and cash equivalents to consolidated EBITDA). This modification is effective through the quarter ending September 30, 2021, after which the covenant will revert back to the prior maximum leverage ratio test. The Amendment also ~~restricts~~restricted stock repurchases until March 31, 2021, except for shares of common stock in an amount not to exceed the number of shares issued after the date of the Amendment, subject to customary exceptions. As of ~~March 31,~~June 30, 2021, the 2019 Credit Facility was undrawn and we are in compliance with all revolver covenants.

Commercial Paper

U.S. Dollar Commercial Paper Program

Our U.S. Dollar commercial paper program generally serves as a means of short-term funding with a $600 million maximum issuing balance and a combined limit of $800 million inclusive of the 2019 Credit Facility. As of ~~March 31,~~June 30, 2021 and December 31, 2020, none of the Company's $600 million U.S. Dollar commercial paper

program was outstanding. We have the ability to continue borrowing under this program going forward in future periods.

Euro Commercial Paper Program

On June 3, 2019, Xylem entered into a Euro commercial paper program with ING Bank N.V., as administrative agent, and a syndicate of dealers. The Euro commercial paper program provides for a maximum issuing balance of up to €500 million (approximately ~~$587~~$592 million) which may be denominated in a variety of currencies. The maximum issuing balance may be increased in accordance with the Dealer Agreement. As of ~~March 31,~~June 30, 2021 and December 31, 2020, none of the Company's Euro commercial paper program was outstanding. We have the ability to continue borrowing under this program going forward in future periods.

Note 11. Post-retirement Benefit Plans

The components of net periodic benefit cost for our defined benefit pension plans are as follows:

Three Months Ended
March 31,
(in millions) 2021 2020
Domestic defined benefit pension plans:
Service cost $ 1 $ 1
Interest cost 1 1
Expected return on plan assets (2) (2)
Amortization of net actuarial loss 1 1
Net periodic benefit cost $ 1 $ 1
International defined benefit pension plans:
Service cost $ 4 $ 3
Interest cost 3 4
Expected return on plan assets (4) (4)
Amortization of net actuarial loss 4 3
Net periodic benefit cost $ 7 $ 6
Total net periodic benefit cost $ 8 $ 7


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2021		2020		2021		2020
Domestic defined benefit pension plans:
Service cost	$	0	$	1	$	1	$	2
Interest cost	1		1		2		2
Expected return on plan assets	(1)		(2)		(3)		(4)

Amortization of net actuarial loss	1		1		2		2
Net periodic benefit cost	$	1	$	1	$	2	$	2
International defined benefit pension plans:
Service cost	$	3	$	3	$	7	$	6
Interest cost	3		3		6		6
Expected return on plan assets	(3)		(3)		(7)		(6)

Amortization of net actuarial loss	4		3		8		6

Net periodic benefit cost	$	7	$	6	$	14	$	12
Total net periodic benefit cost	$	8	$	7	$	16	$	14

The components of net periodic benefit cost, other than the service cost component, are included in the line item "Other non-operating expense, net" in the Condensed Consolidated Income Statements.

The total net periodic benefit cost for other post-retirement employee benefit plans was less than $1 million, including net credits recognized into other comprehensive income of less than $1 million, for both the three and six months ended ~~March 31,~~June 30, 2021 and ~~2020.~~2020, respectively.

We contributed $6$12 million and ~~$12~~$16 million to our defined benefit plans during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively. Additional contributions ranging between approximately ~~$13~~$7 million and ~~$21~~$15 million are expected to be made during the remainder of 2021.

During the first quarter of 2020, the Company purchased a bulk annuity policy with an insurance company for its largest defined benefit plan in the U.K., as a plan asset, to facilitate the termination and buy-out of the plan. The bulk annuity fully insures the benefits payable to the participants of the plan until a full buy-out of the plan can be executed, which is expected to occur in ~~late 2021 or early 2022.~~2022. Included in the Company's ~~first quarter~~six months ended June 30, 2020 contributions is $5 million paid to meet the shortfall between the cost of the bulk annuity policy and the plan assets.

Note 12. Equity

The following table shows the changes in stockholders' equity for the ~~three~~six months ended ~~March 31,~~June 30, 2021:


	Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Non-Controlling Interest		Total
Balance at January 1, 2021	$	2	$	2,037	$	1,930	$	(413)	$	(588)	$	8	$	2,976
Other	—		—		—		—		—		1		1

Net income	—		—		87		—		—		—		87
Other comprehensive loss, net	—		—		—		(13)		—		0		(13)
Dividends declared ($0.28 per share)	—		—		(50)		—		—		—		(50)
Stock incentive plan activity	—		12		—		—		(7)		—		5
Repurchase of common stock	—		—		—		—		(60)		—		(60)
Balance at March 31, 2021	$	2	$	2,049	$	1,967	$	(426)	$	(655)	$	9	$	2,946


Net income	—		—		113		—		—		—		113
Other comprehensive income, net	—		—		—		28		—		—		28
Dividends declared ($0.28 per share)	—		—		(51)		—		—		—		(51)
Stock incentive plan activity	—		14		—		—		(1)		—		13

Balance at June 30, 2021	$	2	$	2,063	$	2,029	$	(398)	$	(656)	$	9	$	3,049

Common
Stock Capital in Excess of Par Value Retained
Earnings Accumulated Other
Comprehensive
Income (Loss) Treasury Stock Non-Controlling Interest Total
Balance at January 1, 2021 $ 2 $ 2,037 $ 1,930 $ (413) $ (588) $ 8 $ 2,976
Other — — — — — 1 1
Net income — — 87 — — — 87
Other comprehensive loss, net — — �� (13) — 0 (13)
Dividends declared ($0.28 per share) — — (50) — — — (50)
Stock incentive plan activity — 12 — — (7) — 5
Repurchase of common stock — — — — (60) — (60)
Balance at March 31, 2021 $ 2 $ 2,049 $ 1,967 $ (426) $ (655) $ 9 $ 2,946

The following table shows the changes in stockholders' equity for the ~~three~~six months ended ~~March 31,~~June 30, 2020:

Common
Stock
Capital in Excess of Par Value Retained
Earnings Accumulated Other
Comprehensive
Income (Loss) Treasury Stock Non-Controlling Interest Total
Balance at January 1, 2020 $ 2 $ 1,991 $ 1,866 $ (375) $ (527) $ 10 $ 2,967
Cumulative effect of change in accounting principle — — (2) — — — (2)
Net income — — 38 — — — 38
Other comprehensive loss, net — — — (86) — (1) (87)
Dividends declared ($0.26 per share) — — (48) — — — (48)
Stock incentive plan activity — 13 — — (10) — 3
Repurchase of common stock — — — — (50) — (50)
Balance at March 31, 2020 $ 2 $ 2,004 $ 1,854 $ (461) $ (587) $ 9 $ 2,821


	Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Non-Controlling Interest		Total
Balance at January 1, 2020	$	2	$	1,991	$	1,866	$	(375)	$	(527)	$	10	$	2,967
Cumulative effect of change in accounting principle	—		—		(2)		—		—		—		(2)
Net income	—		—		38		—		—		—		38
Other comprehensive loss, net	—		—		—		(86)		—		(1)		(87)
Dividends declared ($0.26 per share)	—		—		(48)		—		—		—		(48)
Stock incentive plan activity	—		13		—		—		(10)		—		3
Repurchase of common stock	—		—		—		—		(50)		—		(50)
Balance at March 31, 2020	$	2	$	2,004	$	1,854	$	(461)	$	(587)	$	9	$	2,821
Net income	—		—		31		—		—		—		31
Other comprehensive income, net	—		—		—		52		—		—		52
Dividends declared ($0.26 per share)	—		—		(47)		—		—		—		(47)
Stock incentive plan activity	—		8		—		—		—		—		8
Balance at June 30, 2020	$	2	$	2,012	$	1,838	$	(409)	$	(587)	$	9	$	2,865

Note 13. Share-Based Compensation Plans

Share-based compensation expense was $9$8 million and $8$17 million during the three and six months ended ~~March 31,~~June 30, 2021, respectively, and $8 million and $16 million during the three and six months ended June 30, 2020, respectively. The unrecognized compensation expense related to our stock options, restricted stock units and performance share units was ~~$10~~$9 million, ~~$33~~$30 million and ~~$17~~$16 million, respectively, at ~~March 31,~~June 30, 2021 and is expected to be recognized over a weighted average period of ~~2.3, 2.4~~2.1, 2.0 and ~~2.9~~2.8 years, respectively. The amount of cash received from the exercise of stock options was $3$9 million and $5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

2021

Stock Option Grants

The following is a summary of the changes in outstanding stock options for the ~~three~~six months ended ~~March 31,~~June 30, 2021:


		Share units (in thousands)	Weighted Average Exercise Price / Share		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)			Share units (in thousands)	Weighted Average Exercise Price / Share		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2021	Outstanding at January 1, 2021	1,961	$	56.66	6.4			Outstanding at January 1, 2021	1,961	$	56.66	6.4
Granted	Granted	257	102.23					Granted	259	102.31
Exercised	Exercised	(51)	57.01					Exercised	(135)	58.39
Forfeited and expired	Forfeited and expired	(1)	24.60					Forfeited and expired	(22)	83.88
Outstanding at March 31, 2021		2,166	$	62.04	6.6	$	92
Options exercisable at March 31, 2021		1,440	$	51.46	5.3	$	77
Vested and expected to vest as of March 31, 2021		2,073	$	60.95	6.5	$	91
Outstanding at June 30, 2021								Outstanding at June 30, 2021	2,063	$	61.93	6.3	$	122
Options exercisable at June 30, 2021								Options exercisable at June 30, 2021	1,409	$	51.45	5.0	$	98
Vested and expected to vest as of June 30, 2021								Vested and expected to vest as of June 30, 2021	1,987	$	60.98	6.2	$	119

The total intrinsic value of options exercised (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) during the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$2.3~~$7.1 million.

Stock Option Fair Value

The fair value of each option grant was estimated on the date of grant using the binomial lattice pricing model which incorporates multiple and variable assumptions over time, including assumptions such as employee exercise patterns, stock price volatility and changes in dividends. The following are weighted-average assumptions for 2021 grants:


Volatility	26.30		%
Risk-free interest rate	0.86		%
Dividend yield	1.10		%
Expected term (in years)	5.7
Weighted-average fair value / share	$	23.20

Expected volatility is calculated based on an analysis of historic volatility measures for Xylem. We use historical data to estimate option exercise and employee termination behavior within the valuation model. Employee groups and option characteristics are considered separately for valuation purposes. The expected term represents an estimate of the period of time options are expected to remain outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of option grant.

Restricted Stock Unit Grants

The following is a summary of restricted stock unit activity for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The fair value of the restricted share unit awards is determined using the closing price of our common stock on date of grant:


		Share units (in thousands)	Weighted Average Grant Date Fair Value /Share			Share units (in thousands)	Weighted Average Grant Date Fair Value /Share
Outstanding at January 1, 2021	Outstanding at January 1, 2021	537	$	74.62	Outstanding at January 1, 2021	537	$	74.62
Granted	Granted	191	102.23		Granted	213	103.36
Vested	Vested	(197)	76.56		Vested	(233)	74.47
Forfeited	Forfeited	(2)	80.74		Forfeited	(15)	85.91
Outstanding at March 31, 2021		529	$	83.77
Outstanding at June 30, 2021					Outstanding at June 30, 2021	502	$	86.47

2122

ROIC Performance Share Unit Grants

The following is a summary of Return on Invested Capital ("ROIC") performance share unit grants for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The fair value of the ROIC performance share units is equal to the closing share price on the date of the grant:


	Share units (in thousands)	Weighted Average Grant Date Fair Value /Share
Outstanding at January 1, 2021	182	$	76.12
Granted	60	102.30


Forfeited (a)	(65)	76.04
Outstanding at June 30, 2021	177	$	84.66

Share units
(in thousands)
Weighted
Average
Grant Date
Fair Value /Share
Outstanding at January 1, 2021 182 $ 76.12
Granted 60 102.23
Forfeited (58) 75.10
Outstanding at March 31, 2021 184 $ 84.55

(a) Includes ROIC performance share unit awards forfeited during the period as a result of the final performance condition not being achieved on vest date.

TSR Performance Share Unit Grants

The following is a summary of our Total Shareholder Return ("TSR") performance share unit grants for the ~~three~~six months ended ~~March 31,~~June 30, 2021:

Share units
(in thousands)
Weighted
Average
Grant Date
Fair Value /Share
Outstanding at January 1, 2021 182 $ 96.98
Granted 60 117.56
Adjustment for Market Condition Achieved (a) 35 98.79
Vested (93) 98.79
Outstanding at March 31, 2021 184 $ 102.82


	Share units (in thousands)	Weighted Average Grant Date Fair Value /Share
Outstanding at January 1, 2021	182	$	96.98
Granted	60	117.56
Adjustment for Market Condition Achieved (a)	35	98.79
Vested	(93)	98.79
Forfeited	(7)	102.66
Outstanding at June 30, 2021	177	$	102.86

(a) Represents an increase in the number of original TSR performance share units awarded based on the final market condition achievement at the end of the performance period of such awards.

The fair value of TSR performance share units was calculated on the date of grant using a Monte Carlo simulation model utilizing several key assumptions, including expected Company and peer company share price volatility, correlation coefficients between peers, the risk-free rate of return, the expected dividend yield and other award design features. The following are weighted-average assumptions for 2021 grants:




Volatility	33.5	%
Risk-free interest rate	0.24	%

ESG Performance Share Unit Grants

During the first quarter of 2021, we issued a special grant of less than 0.1 million ESG performance share units. The shares will vest after 5five years based on our performance against certain of the Company's 2025 sustainability goals.

Note 14. Capital Stock

For the three and six months ended ~~March 31,~~June 30, 2021, ~~and March 31, 2020,~~ the Company repurchased less than 0.1 million shares of common stock for $1 million and approximately 0.7 million shares of common stock for ~~$67~~$68 million, respectively. For the three and six months ended June 30, 2020, the Company repurchased less than 0.1 million shares of common stock for less than $1 million and approximately 0.8 million shares of common stock for $60 million, respectively. Repurchases include both share repurchase programs approved by the Board of Directors and

repurchases in relation to settlement of employee tax withholding obligations due as a result of the vesting of restricted stock units. The details of repurchases by each program are as follows:

On August 24, 2015, our Board of Directors authorized the repurchase of up to $500 million in shares with no expiration date. The program's objective is to deploy our capital in a manner that benefits our shareholders and maintains our focus on growth. There were ~~approximately 0.6 million~~0 shares repurchased ~~for $60 million~~ under the program for the three months ended ~~March 31,~~June 30, 2021. For the six months ended June 30, 2021, we repurchased approximately 0.6 million shares for $60 million. There were no shares repurchased under the program for the three months ended ~~March 31,~~June 30, 2020. For the six months ended June 30, 2020, we repurchased approximately 0.7 million shares for $50 million. There are up to $228 million in shares that may still be purchased under this plan as of ~~March 31,~~June 30, 2021.

Aside from the aforementioned repurchase program, we repurchased ~~approximately~~less than 0.1 million shares and approximately 0.1 million shares for $7$1 million and ~~$10~~$8 million for the three and six months ended ~~March 31,~~June 30, 2021, ~~and 2020,~~ respectively, in relation to settlement of employee tax withholding obligations due as a result of the vesting of restricted stock units. Likewise, we repurchased less than 0.1 million shares and approximately 0.1 million shares for less than $1 million and $10 million for the three and six months ended June 30, 2020, respectively.

Note 15. Accumulated Other Comprehensive Loss

The following table provides the components of accumulated other comprehensive loss for the ~~three~~six months ended ~~March 31,~~June 30, 2021:

(in millions) Foreign Currency Translation Post-retirement Benefit Plans Derivative Instruments Total
Balance at January 1, 2021 $ (86) $ (330) $ 3 $ (413)
Foreign currency translation adjustment 10 — — 10
Tax on foreign currency translation adjustment (14) — — (14)
Amortization of prior service cost and net actuarial loss on post-retirement benefit plans into other non-operating income (expense), net — 5 — 5
Income tax impact on amortization of postretirement benefit plan items — (1) — (1)
Unrealized loss on derivative hedge agreements — — (11) (11)
Income tax benefit on unrealized loss on derivative hedge agreements — — 1 1
Reclassification of unrealized gain on foreign exchange agreements into revenue — — (2) (2)
Reclassification of unrealized gain on foreign exchange agreements into cost of revenue — — (1) (1)
Balance at March 31, 2021 $ (90) $ (326) $ (10) $ (426)


(in millions)	Foreign Currency Translation		Post-retirement Benefit Plans		Derivative Instruments		Total
Balance at January 1, 2021	$	(86)	$	(330)	$	3	$	(413)
Foreign currency translation adjustment	10		—		—		10
Tax on foreign currency translation adjustment	(14)		—		—		(14)


Amortization of prior service cost and net actuarial loss on post-retirement benefit plans into other non-operating income (expense), net	—		5		—		5





Income tax impact on amortization of post-retirement benefit plan items	—		(1)		—		(1)
Unrealized loss on derivative hedge agreements	—		—		(11)		(11)
Income tax benefit on unrealized loss on derivative hedge agreements	—		—		1		1


Reclassification of unrealized gain on foreign exchange agreements into revenue	—		—		(2)		(2)
Reclassification of unrealized gain on foreign exchange agreements into cost of revenue	—		—		(1)		(1)


Balance at March 31, 2021	$	(90)	$	(326)	$	(10)	$	(426)
Foreign currency translation adjustment	19		—		—		19
Tax on foreign currency translation adjustment	1		—		—		1


Amortization of prior service cost and net actuarial loss on post-retirement benefit plans into other non-operating income (expense), net	—		5		—		5
Income tax impact on amortization of post-retirement benefit plan items	—		(2)		—		(2)





Unrealized gain on derivative hedge agreements	—		—		4		4

Reclassification of unrealized loss on foreign exchange agreements into revenue	—		—		1		1


Balance at June 30, 2021	$	(70)	$	(323)	$	(5)	$	(398)

2324

The following table provides the components of accumulated other comprehensive loss for the ~~three~~six months ended ~~March 31,~~June 30, 2020:

(in millions) Foreign Currency Translation Post-retirement Benefit Plans Derivative Instruments Total
Balance at January 1, 2020 $ (103) $ (269) $ (3) $ (375)
Foreign currency translation adjustment (77) — — (77)
Tax on foreign currency translation adjustment (13) — — (13)
Amortization of prior service cost and net actuarial loss on post-retirement benefit plans into other non-operating income (expense), net — 4 — 4
Income tax impact on amortization of post-retirement benefit plan items — (1) — (1)
Unrealized loss on derivative hedge agreements — — (2) (2)
Reclassification of unrealized loss on foreign exchange agreements into revenue — — 2 2
Reclassification of unrealized loss on foreign exchange agreements into cost of revenue — — 1 1
Balance at March 31, 2020 $ (193) $ (266) $ (2) $ (461)


(in millions)	Foreign Currency Translation		Post-retirement Benefit Plans		Derivative Instruments		Total
Balance at January 1, 2020	$	(103)	$	(269)	$	(3)	$	(375)

Foreign currency translation adjustment	(77)		—		—		(77)
Tax on foreign currency translation adjustment	(13)		—		—		(13)


Amortization of prior service cost and net actuarial loss on post-retirement benefit plans into other non-operating income (expense), net	—		4		—		4


Income tax impact on amortization of post-retirement benefit plan items	—		(1)		—		(1)
Unrealized loss on derivative hedge agreements	—		—		(2)		(2)


Reclassification of unrealized loss on foreign exchange agreements into revenue	—		—		2		2
Reclassification of unrealized loss on foreign exchange agreements into cost of revenue	—		—		1		1


Balance at March 31, 2020	$	(193)	$	(266)	$	(2)	$	(461)

Foreign currency translation adjustment	35		—		—		35
Tax on foreign currency translation adjustment	9		—		—		9

Amortization of prior service cost and net actuarial loss on post-retirement benefit plans into other non-operating income (expense), net	—		4		—		4

Income tax impact on amortization of post-retirement benefit plan items	—		(1)		—		(1)
Unrealized gain on derivative hedge agreements	—		—		6		6
Income tax benefit on unrealized gain on derivative hedge agreements	—		—		(1)		(1)
Reclassification of unrealized gain on foreign exchange agreements into revenue	—		—		(1)		(1)
Reclassification of unrealized loss on foreign exchange agreements into cost of revenue	—		—		1		1
Balance at June 30, 2020	$	(149)	$	(263)	$	3	$	(409)

Note 16. Commitments and Contingencies

Legal Proceedings

From time to time, we are involved in legal and regulatory proceedings that are incidental to the operation of our businesses (or the business operations of previously-owned entities). These proceedings may seek remedies relating to matters including environmental, tax, intellectual property, acquisitions or divestitures, product liability, property damage, personal injury, privacy, employment, labor and pension, government contract issues and commercial or contractual disputes.

From time to time, claims may be asserted against Xylem alleging injury caused by any of our products resulting from asbestos exposure. We believe there are numerous legal defenses available for such claims and would defend ourselves vigorously. Pursuant to the Distribution Agreement among ITT Corporation (now ITT ~~LLC)~~LLC; acquired by Delticus HoldCo, L.P., a portfolio company of Warburg Pincus LLC, on July 1, 2021), Exelis (acquired by Harris Corporation, now L3Harris Technologies, Inc.) and Xylem, ITT ~~Corporation (now ITT LLC)~~LLC has an obligation to indemnify, defend and hold Xylem harmless for asbestos product liability matters, including settlements, judgments, and legal defense costs associated with all pending and future claims that may arise from past sales of ITT’s legacy products. We believe ITT ~~Corporation (now ITT LLC)~~LLC remains a substantial entity with sufficient financial resources to honor its obligations to us.

See Note 4, "Income Taxes", of our condensed consolidated financial statements for a description of a pending tax litigation matter.

Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including our assessment of the merits of the particular claims, we do not believe it is reasonably possible that any asserted or unasserted legal claims or proceedings, individually or in aggregate, will have a material adverse effect on our results of operations, or financial condition. We have estimated and accrued $5$5 million and $6 million as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, for these general legal matters.

Indemnifications

As part of our 2011 spin-off from our former parent, ITT Corporation (now ITT ~~LLC)~~LLC; acquired by Delticus HoldCo, L.P., a portfolio company of Warburg Pincus LLC, on July 1, 2021), Exelis Inc. (acquired by Harris Corporation, now L3Harris Technologies, Inc.) and Xylem will indemnify, defend and hold harmless each of the other parties with respect to such parties’ assumed or retained liabilities under the Distribution Agreement and breaches of the Distribution Agreement or related spin agreements. ITT LLC's indemnification obligations include asserted and unasserted asbestos and silica liability claims that relate to the presence or alleged presence of asbestos or silica in products manufactured, repaired or sold prior to October 31, 2011, the Distribution Date, subject to limited exceptions with respect to certain employee claims, or in the structure or material of any building or facility, subject to exceptions with respect to employee claims relating to Xylem buildings or facilities. The

indemnification associated with pending and future asbestos claims does not expire. Xylem has not recorded a liability for material matters for which we expect to be indemnified by the former parent or Exelis Inc. through the Distribution Agreement and we are not aware of any claims or other circumstances that would give rise to material payments from us under such indemnifications.

Guarantees

We obtain certain stand-by letters of credit, bank guarantees, surety bonds and insurance letters of credit from third-party financial institutions in the ordinary course of business when required under contracts or to satisfy insurance-related requirements. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the amount of surety bonds, bank guarantees, insurance letters of credit and stand-by letters of credit was ~~$392~~$410 million and $378 million, respectively.

Environmental

In the ordinary course of business, we are subject to federal, state, local, and foreign environmental laws and regulations. We are responsible, or are alleged to be responsible, for ongoing environmental investigation and remediation of sites in various countries. These sites are in various stages of investigation and/or remediation and in many of these proceedings our liability is considered de minimis. We have received notification from the U.S. Environmental Protection Agency, and from similar state and foreign environmental agencies, that a number of sites formerly or currently owned and/or operated by Xylem or for which we are responsible under the Distribution Agreement, and other properties or water supplies that may be or have been impacted from those operations, contain disposed or recycled materials or wastes and require environmental investigation and/or remediation. These sites include instances where we have been identified as a potentially responsible party under federal and state environmental laws and regulations.

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. Our accrued liabilities for these environmental matters represent our best estimates related to the investigation and remediation of environmental media such as water, soil, soil vapor, air and structures, as well as related legal fees. These estimates, and related accruals, are reviewed quarterly and updated for progress of investigation and remediation efforts and changes in facts and legal circumstances. Liabilities for these environmental expenditures are recorded on an undiscounted basis. We have estimated and accrued $3$3 million as of ~~March 31,~~both June 30, 2021 and December 31, 2020 for environmental matters.

It is difficult to estimate the final costs of investigation and remediation due to various factors, including incomplete information regarding particular sites and other potentially responsible parties, uncertainty regarding the extent of investigation or remediation and our share, if any, of liability for such conditions, the selection of alternative remedial approaches, and changes in environmental standards and regulatory requirements. We believe the total amount accrued is reasonable based on existing facts and circumstances.

Warranties

We warrant numerous products, the terms of which vary widely. In general, we warrant products against defect and specific non-performance. The table below provides changes in the combined current and non-current product warranty accruals over each period:

(in millions) 2021 2020
Warranty accrual – January 1 $ 65 $ 41
Net charges for product warranties in the period 8 22
Settlement of warranty claims (9) (7)
Foreign currency and other (2) (1)
Warranty accrual - March 31 $ 62 $ 55


(in millions)	2021		2020
Warranty accrual – January 1	$	65	$	41
Net charges for product warranties in the period	17		34
Settlement of warranty claims	(18)		(15)
Foreign currency and other	(1)		0
Warranty accrual - June 30	$	63	$	60

Note 17. Segment Information

Our business has 3 reportable segments: Water Infrastructure, Applied Water and Measurement & Control Solutions. The Water Infrastructure segment focuses on the transportation and treatment of water, offering a range of products including water, wastewater and storm water pumps, treatment equipment, and controls and systems. The Applied Water segment serves many of the primary uses of water and focuses on the residential, commercial and industrial markets. The Applied Water segment's major products include pumps, valves, heat exchangers, controls and dispensing equipment. The Measurement & Control Solutions segment focuses on developing advanced technology solutions that enable intelligent use and conservation of critical water and energy resources as well as analytical instrumentation used in the testing of water. The Measurement & Control Solutions segment's major products include smart metering, networked communications, measurement and control technologies, critical infrastructure technologies, software and services including cloud-based analytics, remote monitoring and data management, leak detection and pressure monitoring solutions and testing equipment.

Additionally, we have Regional selling locations, which consist primarily of selling and marketing organizations and related support services, that offer products and services across our reportable segments. Corporate and other consists of corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs, as well as charges related to certain matters, such as environmental matters, that are managed at a corporate level and are not included in the business segments in evaluating performance or allocating resources.

2627

The accounting policies of each segment are the same as those described in the summary of significant accounting policies (see Note 1 in the 2020 Annual Report). The following table contains financial information for each reportable segment:

Three Months Ended
March 31,
(in millions) 2021 2020
Revenue:
Water Infrastructure $ 509 $ 438
Applied Water 393 338
Measurement & Control Solutions 354 347
Total $ 1,256 $ 1,123
Operating Income:
Water Infrastructure $ 71 $ 39
Applied Water 66 47
Measurement & Control Solutions 9 (12)
Corporate and other (13) (13)
Total operating income $ 133 $ 61
Interest expense $ 21 $ 16
Other non-operating income (expense), net 2 (3)
Income before taxes $ 114 $ 42
Depreciation and Amortization:
Water Infrastructure $ 13 $ 15
Applied Water 6 6
Measurement & Control Solutions 36 36
Regional selling locations (a) 5 4
Corporate and other 2 3
Total $ 62 $ 64
Capital Expenditures:
Water Infrastructure $ 11 $ 10
Applied Water 4 9
Measurement & Control Solutions 21 27
Regional selling locations (b) 3 4
Corporate and other 0 1
Total $ 39 $ 51


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in millions)	2021		2020		2021		2020
Revenue:
Water Infrastructure	$	569	$	501	$	1,078	$	939
Applied Water	414		337		807		675
Measurement & Control Solutions	368		322		722		669
Total	$	1,351	$	1,160	$	2,607	$	2,283
Operating Income (Loss):
Water Infrastructure	$	93	$	73	$	164	$	112
Applied Water	64		41		130		88
Measurement & Control Solutions	13		(46)		22		(58)
Corporate and other	(10)		(14)		(23)		(27)
Total operating income	$	160	$	54	$	293	$	115
Interest expense	$	21	$	18	$	42	$	34
Other non-operating income (expense), net	(3)		(1)		(1)		(4)
Gain from sale of business	2		0		2		0
Income before taxes	$	138	$	35	$	252	$	77
Depreciation and Amortization:
Water Infrastructure	$	13	$	16	$	26	$	31
Applied Water	6		5		12		11
Measurement & Control Solutions	37		34		73		70
Regional selling locations (a)	4		7		9		11
Corporate and other	2		0		4		3
Total	$	62	$	62	$	124	$	126
Capital Expenditures:
Water Infrastructure	$	13	$	8	$	24	$	18
Applied Water	3		3		7		12
Measurement & Control Solutions	20		24		41		51
Regional selling locations (b)	5		8		8		12
Corporate and other	0		1		0		2
Total	$	41	$	44	$	80	$	95

(a)Depreciation and amortization expense incurred by the Regional selling locations was included in an overall allocation of Regional selling location costs to the segments; however, a certain portion of that expense was not specifically identified to a segment. That expense is captured in this Regional selling location line.

(b)Represents capital expenditures incurred by the Regional selling locations not allocated to the segments.

2728


ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the condensed consolidated financial statements, including the notes, included elsewhere in this report on Form 10-Q (this "Report").

This Report contains “forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” "contemplate," "predict," “project,” “forecast,” “likely,” “believe,” “target,” “will,” “could,” “would,” “should,” "potential," "may" and similar expressions or their negative, may, but are not necessary to, identify forward-looking statements. By their nature, forward-looking statements address uncertain matters and include any statements ~~that:~~that are not historical, such as statements about our strategy, financial plans, outlook, objectives, plans, intentions or goals; or address possible or future results of operations or financial performance, including statements relating to orders, revenues, operating margins and earnings per share growth.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Additionally, many of these risks and uncertainties are, and may continue to be, amplified by the coronavirus (“COVID-19”) pandemic. 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: overall industry and economic conditions, including industrial, governmental and private sector spending and the strength of the residential and commercial real estate markets; geopolitical, regulatory, economic and other risks associated with international operations; continued uncertainty around the COVID-19 pandemic’s magnitude, duration and impacts on our business, operations, growth, and financial condition, as well as uncertainty around approved vaccines and the pace of recovery when the pandemic subsides; actual or potential other epidemics, pandemics or global health crises; manufacturing and operating cost increases due to inflation, prevailing price changes, tariffs and other factors; fluctuations in foreign currency exchange rates; disruption, competition and pricing pressures in the markets we serve; cybersecurity incidents or other disruptions of information technology systems on which we rely, or involving our products; disruptions in operations at our facilities or that of third parties upon which we rely; availability of products, parts, electronic components and raw materials from our supply chain; availability, regulation and interference with radio spectrum used by some of our products; our ability to retain and attract senior management and other key talent; uncertainty related to restructuring and realignment actions and related charges and savings; our ability to continue strategic investments for growth; our ability to successfully identify, execute and integrate acquisitions; risks relating to products, including defects, security, warranty and liability claims, and recalls; difficulty predicting our financial results, including uncertainties due to the nature of our short- and long-cycle businesses; volatility in our results due to weather conditions; our ability to borrow or refinance our existing indebtedness and the availability of liquidity sufficient to meet our needs; risk of future impairments to goodwill and other intangible assets; failure to comply with, or ~~change~~changes in, laws or regulations, including those pertaining to anti-corruption, data privacy and security, export and import, competition, and the environment and climate change; changes in our effective tax rates or tax expenses; legal, governmental or regulatory claims, investigations or proceedings and associated contingent liabilities; and other factors set forth under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 ("2020 Annual Report") and in subsequent filings we make with the Securities and Exchange Commission (“SEC”).

All forward-looking statements made herein are based on information currently available to us as of the date of this Report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

2829

Overview

Xylem is a leading global water technology company. We design, manufacture and service highly engineered products and solutions ranging across a wide variety of critical applications in utility, industrial, residential and commercial building services settings. Our broad portfolio of solutions addresses customer needs across the water cycle, from the delivery, measurement and use of drinking water to the collection, test, treatment and analysis of wastewater to the return of water to the environment. Our product and service offerings are organized into three reportable segments that are aligned around the critical market applications they provide: Water Infrastructure, Applied Water and Measurement & Control Solutions.

•Water Infrastructure serves the water infrastructure sector with pump systems that transport water from aquifers, lakes, rivers and seas; with filtration, ultraviolet and ozone systems that provide treatment, making the water fit to use; and pumping solutions that move the wastewater and storm water to treatment facilities where our mixers, biological treatment, monitoring and control systems provide the primary functions in the treatment process. We also provide sales and rental of specialty dewatering pumps and related equipment and services. Additionally, our offerings use monitoring and control, smart and connected technologies to allow for remote monitoring of performance and enable products to self-optimize pump operations maximizing energy efficiency and minimizing unplanned downtime and maintenance for our customers. 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.

•Applied Water serves the water usage applications sector with water pressure boosting systems for heating, ventilation and air conditioning, and for fire protection systems to the residential and commercial building services markets. In addition, our pumps, heat exchangers and controls provide cooling to power plants and manufacturing facilities, circulation for food and beverage processing, as well as boosting systems for agricultural irrigation. In the Applied Water segment, we provide the majority of our sales through long-standing relationships with many of the leading independent distributors in the markets we serve, with the remainder going directly to customers.

•Measurement & Control Solutions primarily serves the utility infrastructure solutions and services sector by delivering communications, smart metering, measurement and control technologies and critical infrastructure technologies that allow customers to more effectively use their distribution networks for the delivery, monitoring and control of critical resources such as water, electricity and natural gas. We also provide analytical instrumentation used to measure and analyze water quality, flow and level in clean water, wastewater, surface water and coastal environments. Additionally, we offer software and services including cloud-based analytics, remote monitoring and data management, leak detection, condition assessment, asset management and pressure monitoring solutions. In the Measurement & Control Solutions segment, we generate our sales through a combination of long-standing relationships with leading distributors and dedicated channel partners as well as direct sales depending on the regional availability of distribution channels and the type of product.

COVID-19 Pandemic Update

Depending on the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences, we anticipate that it will become more difficult to distinguish specific aspects of our operational and financial performance that are most directly related to the pandemic from those more broadly influenced by ongoing macroeconomic, market and industry dynamics that may be, to varying degrees, related to the pandemic and its consequences.

The COVID-19 pandemic as well as broader market dynamics have adversely affected, and are expected to continue to adversely affect, our supply chains. We have experienced, and expect to continue experiencing, shortages in the supply of components, parts and raw materials, ~~as well as~~and, in some cases, unpredictable interruptions with our external suppliers in ~~2021 that~~2021. We have ~~led to~~also experienced increased logistics ~~costs.~~costs related to the current global capacity shortages. We continue to enhance our supplier pulsing and redundancy to help mitigate these challenges. Additionally, we have in the past and may continue to take measures with respect to buffer stock or use of alternative suppliers to mitigate the impacts of freight and logistics delays and bolster our access to raw materials and components. If these shortages and interruptions are sustained, or if additional interruptions occur, they could have a negative impact on our results of operations. Our current overall operating capacity approximates normal levels globally.

2930

Xylem Watermark, our corporate social responsibility program, continues to support our communities in addressing the challenges posed by this global pandemic through its partnership with Americares and UNICEF, as well as the Partner Community Grants program and matching donations program for employees and partners, and other philanthropic commitments.

Xylem continues to focus on the health and safety of our employees, working with our customers to help them minimize potential disruptions and positively impact our communities. Our support pay program for employees impacted by COVID-19 ~~remains~~will remain in place into the fourth quarter of 2021 and is evaluated for continuation, as necessary.

Many of our offices globally remain in a substantially remote work from home status and our COVID-19 Response Team applies a set of Xylem "Return to Workplace" health and safety guidelines for remote workers to return to our facilities.

We continue to assess the evolving nature of the pandemic and its possible implications to our business, employees, supply chain, customers and communities, and to take actions in an effort to mitigate adverse consequences.

Risk related to the impact of COVID-19 as well as our supply chain are described in further detail under "Item 1A. Risk Factors" in the Company's 2020 Annual Report.

Executive Summary

Xylem reported revenue for the ~~first~~second quarter of 2021 of ~~$1,256~~$1,351 million, an increase of ~~11.8%~~16.5% compared to ~~$1,123~~$1,160 million reported in the ~~first~~second quarter of 2020. On a constant currency basis, revenue increased by ~~$89~~$125 million, or ~~7.9%~~10.8%, driven by organic revenue growth across all segments and in all end markets.

We generated operating income of ~~$133~~$160 million (margin of ~~10.6%~~11.8%) during the ~~first~~second quarter of 2021, as compared to ~~$61~~$54 million (margin of ~~5.4%~~4.7%) in 2020. Operating income in the ~~first~~second quarter of 2021 ~~included an unfavorable impact~~benefited from ~~special charges incurred during the quarter of $2 million, partially offset by~~ a decrease in restructuring and realignment costs of $1$37 million as compared to the ~~first~~second quarter of ~~2020.~~2020 and special charges of $11 million incurred during 2020 that did not recur. Excluding the impact of these items, adjusted operating income was ~~$143~~$166 million (adjusted margin of ~~11.4%~~12.3%) during the ~~first~~second quarter of 2021 as compared to ~~$70~~$108 million (adjusted margin of ~~6.2%~~9.3%) in 2020. The increase in adjusted operating margin was primarily due to cost reductions from our productivity, restructuring and other cost saving initiatives and favorable volume, impacted by COVID-19 ~~recovery, and decreased quality management costs.~~recovery. These impacts were partially offset by cost inflation and increased spending on strategic ~~investments, unfavorable mix and other lesser impacts.~~investments.

Additional financial highlights for the quarter ended ~~March 31,~~June 30, 2021 include the following:

•Orders of ~~$1,538~~$1,660 million, up ~~22.0%~~34.7% from ~~$1,261~~$1,232 million in the prior year, and up ~~18.6%~~28.8% on an organic ~~basis across all segments.~~basis.

•Earnings per share of ~~$0.48,~~$0.62, up ~~128.6%~~264.7% when compared to the prior year ($~~0.56,~~0.66, up ~~143.5%~~65.0% on an adjusted basis).

•~~EBITDA margin of 17.1%, up 480 basis points compared to 12.3% in the prior year (Net Income~~Net income as a percent of revenue of ~~6.9%~~8.4%, up ~~350~~570 basis points compared to ~~3.4%~~2.7% in the prior ~~year)~~year. EBITDA margin of 16.2%, up 650 basis points when compared to 9.7% in the prior year (17.3%, up 200 basis points on an adjusted basis)

•Net cash flow ~~used~~provided by operating activities of ~~$26~~$206 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021, an increase of ~~$24~~$27 million from cash ~~used~~provided in the same period of the prior year. ~~Negative free~~Free cash flow ~~of $65~~was $126 million, ~~down $12~~up $42 million from the prior year.

3031

Key Performance Indicators and Non-GAAP Measures

Management reviews key performance indicators including revenue, gross margins, segment operating income and operating income margins, orders growth, working capital and backlog, among others. In addition, we consider certain non-GAAP (or "adjusted") measures to be useful to management and investors evaluating our operating performance for the periods presented, and to provide a tool for evaluating our ongoing operations, liquidity and management of assets. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives, including, but not limited to, dividends, acquisitions, share repurchases and debt repayment. Excluding revenue, Xylem provides guidance only on a non-GAAP basis due to the inherent difficulty in forecasting certain amounts that would be included in GAAP earnings, such as discrete tax items, without unreasonable effort. These adjusted metrics are consistent with how management views our business and are used to make financial, operating and planning decisions. These metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute for revenue, operating income, net income, earnings per share (basic and diluted) or net cash from operating activities as determined in accordance with GAAP. We consider the following items to represent the non-GAAP measures we consider to be key performance indicators, as well as the related reconciling items to the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP measures may not be comparable to similarly-titled measures reported by other companies.

•"organic revenue" and "organic orders" defined as revenue and orders, respectively, excluding the impact of fluctuations in foreign currency translation and contributions from acquisitions and divestitures. Divestitures include sales or discontinuance of insignificant portions of our business that did not meet the criteria for classification as a discontinued operation. The period-over-period change resulting from foreign currency translation impacts is determined by translating current period and prior period activity using the same currency conversion rate.

•"constant currency" defined as financial results adjusted for foreign currency translation impacts by translating current period and prior period activity using the same currency conversion rate. This approach is used for countries whose functional currency is not the U.S. Dollar.

•"adjusted net income" and "adjusted earnings per share" defined as net income and earnings per share, respectively, adjusted to exclude restructuring and realignment costs, special charges, gain or loss from sale of businesses and tax-related special items, as applicable. A reconciliation of adjusted net income and adjusted earnings per share is provided below.


		Three Months Ended								Three Months Ended						Six Months Ended
		March 31,								June 30,						June 30,
(In millions, except for per share data)	(In millions, except for per share data)	2021				2020					(In millions, except for per share data)	2021		2020				2021				2020
Net income & Earnings per share	Net income & Earnings per share	$	87	$	0.48	$	38	$	0.21				Net income & Earnings per share	$	113	$	0.62	$	31	$	0.17	$	200	$	1.10	$	69	$	0.38
Restructuring and realignment, net of tax of $2 and $2		6		0.03		7		0.04
Restructuring and realignment, net of tax of $1 and $3 for 2021 and $10 and $12 for 2020													Restructuring and realignment, net of tax of $1 and $3 for 2021 and $10 and $12 for 2020	5		0.03		33		0.18		11		0.06		40		0.22

Special charges, net of tax of $0 and $0		3		0.02		1		—
Special charges, net of tax of $1 and $1 for 2021 and $3 and $3 for 2020													Special charges, net of tax of $1 and $1 for 2021 and $3 and $3 for 2020	2		0.01		10		0.06		5		0.03		11		0.06
Tax-related special items	Tax-related special items	6		0.03		(4)		(0.02)					Tax-related special items	1		0.01		(1)		(0.01)		7		0.04		(5)		(0.03)

Gain from sale of business, net of tax of $0 for 2021													Gain from sale of business, net of tax of $0 for 2021	(2)		(0.01)		—		—		(2)		—		—		—
Adjusted net income & Adjusted earnings per share	Adjusted net income & Adjusted earnings per share	$	102	$	0.56	$	42	$	0.23				Adjusted net income & Adjusted earnings per share	$	119	$	0.66	$	73	$	0.40	$	221	$	1.23	$	115	$	0.63

•"adjusted operating expenses" defined as operating expenses adjusted to exclude restructuring and realignment costs and special charges.

•"adjusted operating income" defined as operating income, adjusted to exclude restructuring and realignment costs and special charges, and "adjusted operating margin" defined as adjusted operating income divided by total revenue.

•“EBITDA” defined as earnings before interest, taxes, depreciation and amortization expense "EBITDA margin" defined as EBITDA divided by total revenue, "adjusted EBITDA" reflects the adjustment to EBITDA to exclude share-based compensation charges, restructuring and realignment costs, special charges and gain or loss from sale of businesses, and "adjusted EBITDA margin" defined as adjusted EBITDA divided by total revenue.


		Three Months Ended						Three Months Ended					Six Months Ended
		March 31,						June 30,					June 30,
(in millions)	(in millions)	2021			2020				(in millions)	2021			2020			2021			2020
Net Income	Net Income	$	87		$	38			Net Income	$	113		$	31		$	200		$	69
Income tax expense	Income tax expense	27			4				Income tax expense	25			4			52			8
Interest expense, net	Interest expense, net	19			14				Interest expense, net	19			16			38			30
Depreciation	Depreciation	30			29				Depreciation	29			29			59			58
Amortization	Amortization	32			35				Amortization	33			33			65			68
EBITDA	EBITDA	$	195		$	120			EBITDA	$	219		$	113		$	414		$	233
EBITDA Margin	EBITDA Margin	15.5		%	10.7		%		EBITDA Margin	16.2		%	9.7		%	15.9		%	10.2		%
Share-based compensation	Share-based compensation	$	9		$	8			Share-based compensation	$	8		$	8		$	17		$	16
Restructuring and realignment	Restructuring and realignment	8			9				Restructuring and realignment	6			43			14			52

Special charges	Special charges	3			1				Special charges	3			13			6			14

Gain from sale of business									Gain from sale of business	(2)			—			(2)			—
Adjusted EBITDA	Adjusted EBITDA	$	215		$	138			Adjusted EBITDA	$	234		$	177		$	449		$	315
Adjusted EBITDA Margin	Adjusted EBITDA Margin	17.1		%	12.3		%		Adjusted EBITDA Margin	17.3		%	15.3		%	17.2		%	13.8		%

•“realignment costs” defined as costs not included in restructuring costs that are incurred as part of actions taken to reposition our business, including items such as professional fees, severance, relocation, travel, facility set-up and other costs.

•“special charges" defined as costs incurred by the Company, such as acquisition and integration related costs, non-cash impairment charges and both operating and non-operating adjustments for pension costs.

•"tax-related special items" defined as tax items, such as tax return versus tax provision adjustments, tax exam impacts, tax law change impacts, excess tax benefits/losses and other discrete tax adjustments.

•"free cash flow" defined as net cash from operating activities, as reported in the Statement of Cash Flows, less capital expenditures. Our definition of "free cash flow" does not consider certain non-discretionary cash payments, such as debt. The following table provides a reconciliation of free cash flow.


		Three Months Ended					Six Months Ended
		March 31,					June 30,
(In millions)	(In millions)	2021		2020		(In millions)	2021		2020
Net cash used by operating activities		$	(26)	$	(2)
Net cash provided by operating activities						Net cash provided by operating activities	$	206	$	179
Capital expenditures	Capital expenditures	(39)		(51)		Capital expenditures	(80)		(95)
Free cash flow	Free cash flow	$	(65)	$	(53)	Free cash flow	$	126	$	84
Net cash used by investing activities	Net cash used by investing activities	$	(31)	$	(48)	Net cash used by investing activities	$	(69)	$	(88)
Net cash (used) provided by financing activities	Net cash (used) provided by financing activities	$	(115)	$	87	Net cash (used) provided by financing activities	$	(162)	$	774

3233

2021 Outlook

We anticipate total revenue growth in the range of 8% to 10% in 2021, with organic revenue growth anticipated to be in the range of 5%6% to 7%8%. The following is a summary of our organic revenue outlook by end markets:

•Utilities revenue increased by approximately 3%5% organically inthrough the first ~~quarter~~half of the year driven by strength in ~~Asia Pacific,~~ western Europe and the ~~Middle East,~~emerging markets, partially offset by weakness in North America. For 2021, we expect organic revenue growth in the mid to high-single-digit range with continued resilience on the wastewater side, as utilities remain focused on mission-critical applications and anticipate modest growth on a global basis through the year. ~~Additionally, we expect that~~The timing of large clean water utility project deployments will be ramping up beginning in the second quarter and increasing throughout the end of the year. We expect to gain momentum behind key multi-year wins setting up healthy longer term growth and will be monitoringhas been impacted by the global shortage of electronic components, aswhich we expect to continue throughout the ~~year progresses.~~remainder of 2021. We anticipate that these deployments will ramp up when supply constraints ease based on our strong backlog position and orders momentum. Additionally, we expect healthy momentum in the test and treatment markets globally and increased demand for our smart water solution and digital offerings.

•Industrial revenue increased by approximately ~~14%~~15% organically inthrough the first ~~quarter~~half of the year driven by strength across all major geographic regions. For 2021, we expect organic revenue growth in the ~~mid-single-digit~~high-single-digit range as activity across all segments ~~rebound~~rebounds globally and our dewatering business ~~in North America begins~~continues to recover, especially in the emerging markets, as demand increases and site access restrictions continue to ease. We anticipate ~~strong~~ growth in ~~the emerging markets and Europe~~ during ~~the first half of the year with North America lagging and tougher compares in~~ the second half of the ~~year.~~year led by North America, with growth in emerging markets and western Europe as well.

•In the commercial markets, organic revenue growth was approximately ~~5% in~~8% through the first ~~quarter~~half of the year driven by strength in western Europe, ~~Asia Pacific~~North America and the ~~Middle East, partially offset by weakness in the U.S. and Latin America.~~emerging markets. For 2021, we expect organic revenue growth in the ~~low-single-digit~~mid to high-single-digit range. We expect replacement business in the U.S. to be ~~relatively~~ stable during the year and anticipate continued healthy activity in Europe. We expect new construction activity in North America to be soft, however we are optimistic that conditions will begin to recover late in the year.

•In the residential markets, organic revenue growth was approximately ~~31% in~~30% through the first ~~quarter~~half of the year driven by strength in ~~Asia Pacific,~~the emerging markets, North America and western Europe. This market is primarily driven by replacement revenue serviced through our distribution network. For 2021, we expect organic revenue growth in the ~~high-single-digit to low-double-digit range,~~low-teens, driven by healthy demand activity from increased residential users in the U.S. and Europe. Additionally, we anticipate strong demand in China for secondary water supply product applications.

We will continue to strategically execute restructuring and realignment actions in an effort to optimize our cost structure, improve our operational efficiency and effectiveness, strengthen our competitive positioning and better serve our customers. During 2021, we expect to incur between ~~$50~~$30 million and ~~$60~~$40 million in restructuring and realignment costs. We expect to realize ~~approximately~~between $35 million and $40 million of net savings in 2021, consisting of ~~approximately~~between $33 million and $35 million of incremental net savings from restructuring and realignment actions initiated in 2020, and ~~approximately~~between $2 million and $5 million of net savings from the restructuring, realignment and other structural cost actions initiated during this year.

3334

Results of Operations

Three Months Ended
March 31,
(In millions) 2021 2020 Change
Revenue $ 1,256 $ 1,123 11.8 %
Gross profit 490 409 19.8 %
Gross margin 39.0 % 36.4 % 260 bp
Total operating expenses 357 348 2.6 %
Expense to revenue ratio 28.4 % 31.0 % (260) bp
Restructuring and realignment costs 8 9 (11.1) %
Special charges 2 — NM
Adjusted operating expenses 347 339 2.4 %
Adjusted operating expenses to revenue ratio 27.6 % 30.2 % (260) bp
Operating income 133 61 118.0 %
Operating margin 10.6 % 5.4 % 520 bp
Interest and other non-operating expense, net 19 19 — %
Income tax expense 27 4 575.0 %
Tax rate 23.3 % 10.0 % 1,330 bp
Net income $ 87 $ 38 128.9 %


	Three Months Ended								Six Months Ended
	June 30,								June 30,
(In millions)	2021			2020			Change		2021			2020			Change
Revenue	$	1,351		$	1,160		16.5	%	$	2,607		$	2,283		14.2	%
Gross profit	520			434			19.8	%	1,010			843			19.8	%
Gross margin	38.5		%	37.4		%	110	bp	38.7		%	36.9		%	180	bp



Total operating expenses	360			380			(5.3)	%	717			728			(1.5)	%
Expense to revenue ratio	26.6		%	32.8		%	(620)	bp	27.5		%	31.9		%	(440)	bp
Restructuring and realignment costs	6			43			(86.0)	%	14			52			(73.1)	%

Special charges	—			11			—	%	2			11			(81.8)	%
Adjusted operating expenses	354			326			8.6	%	701			665			5.4	%
Adjusted operating expenses to revenue ratio	26.2		%	28.1		%	(190)	bp	26.9		%	29.1		%	(220)	bp
Operating income	160			54			196.3	%	293			115			154.8	%
Operating margin	11.8		%	4.7		%	710	bp	11.2		%	5.0		%	620	bp
Interest and other non-operating expense, net	24			19			26.3	%	43			38			13.2	%
Gain from sale of business	2			—			NM		2			—			NM
Income tax expense	25			4			525.0	%	52			8			550.0	%
Tax rate	18.5		%	10.9		%	760	bp	20.7		%	10.4		%	1,030	bp
Net income	$	113		$	31		264.5	%	$	200		$	69		189.9	%

NM - Not meaningful change

Revenue

Revenue generated during the three and six months ended ~~March 31,~~June 30, 2021 was ~~$1,256~~$1,351 million and $2,607 million, reflecting ~~an increase~~increases of ~~$133~~$191 million, or ~~11.8%~~16.5%, and $324 million, or 14.2%, respectively, compared to the same prior year ~~period.~~periods. On a constant currency basis, revenue grew ~~7.9%~~10.8% and 9.4% for the three and six months ended ~~March 31,~~June 30, 2021. The ~~increase~~increases on a constant currency basis ~~was~~were driven by ~~an increase in~~ organic revenue growth of ~~$91~~$128 million ~~during the quarter,~~and $219 million, respectively, reflecting strong organic growth across ~~the emerging markets, particularly in China where we saw significant recovery from the impact of the COVID-19 pandemic in the prior year,~~all major geographic regions and ~~in western Europe. Strong organic growth in these regions was marginally offset by organic declines in the U.S. during the quarter.~~segments.

The following table illustrates the impact from organic growth, recent divestitures, and foreign currency translation in relation to revenue during the three and six months ended ~~March 31,~~June 30, 2021:

Water Infrastructure Applied Water Measurement & Control Solutions Total Xylem
(In millions) $ Change % Change $ Change % Change $ Change % Change $ Change % Change
2020 Revenue $ 438 $ 338 $ 347 $ 1,123
Organic Growth 47 10.7 % 44 13.0 % — — % 91 8.1 %
Divestitures — — % — — % (2) (0.6) % (2) (0.2) %
Constant Currency 47 10.7 % 44 13.0 % (2) (0.6) % 89 7.9 %
Foreign currency translation (a) 24 5.5 % 11 3.3 % 9 2.6 % 44 3.9 %
Total change in revenue 71 16.2 % 55 16.3 % 7 2.0 % 133 11.8 %
2021 Revenue $ 509 $ 393 $ 354 $ 1,256


	Water Infrastructure				Applied Water				Measurement & Control Solutions				Total Xylem
(In millions)	$ Change		% Change		$ Change		% Change		$ Change		% Change		$ Change		% Change
2020 Revenue	$	501			$	337			$	322			$	1,160
Organic Growth	32		6.4	%	59		17.5	%	37		11.5	%	128		11.0	%
Divestitures	—		—	%	—		—	%	(3)		(0.9)	%	(3)		(0.2)	%
Constant Currency	32		6.4	%	59		17.5	%	34		10.6	%	125		10.8	%
Foreign currency translation (a)	36		7.2	%	18		5.3	%	12		3.7	%	66		5.7	%
Total change in revenue	68		13.6	%	77		22.8	%	46		14.3	%	191		16.5	%
2021 Revenue	$	569			$	414			$	368			$	1,351

(a)Foreign currency translation impact for the quarter due to the strengthening in value of various currencies against the U.S. Dollar, the largest being the Euro, the Chinese Yuan, the British Pound and the Australian Dollar.

3435


	Water Infrastructure				Applied Water				Measurement & Control Solutions				Total Xylem
(In millions)	$ Change		% Change		$ Change		% Change		$ Change		% Change		$ Change		% Change
2020 Revenue	$	939			$	675			$	669			$	2,283
Organic Growth	79		8.4	%	103		15.3	%	37		5.5	%	219		9.6	%
Divestitures	—		—	%	—		—	%	(5)		(0.7)	%	(5)		(0.2)	%
Constant Currency	79		8.4	%	103		15.3	%	32		4.8	%	214		9.4	%
Foreign currency translation (a)	60		6.4	%	29		4.3	%	21		3.1	%	110		4.8	%
Total change in revenue	139		14.8	%	132		19.6	%	53		7.9	%	324		14.2	%
2021 Revenue	$	1,078			$	807			$	722			$	2,607

Water Infrastructure

Water Infrastructure revenue increased ~~$71~~$68 million, or ~~16.2%~~13.6%, for the ~~first~~second quarter of 2021 ~~(10.7%~~(6.4% increase on a constant currency basis) as compared to the prior year. Revenue benefited from ~~$24~~$36 million of foreign currency translation, with the change at constant currency coming entirely from organic growth of ~~$47~~$32 million. Organic growth for the quarter was driven by strength in the ~~utility~~industrial end market, particularly ~~in Asia Pacific, where China benefited from healthy order intake coming into~~across the ~~year as they recovered from prior year negative COVID-19 impacts,~~emerging markets and, to a lesser extent, in western Europe. Organic growth for the quarter was also driven by strength in the ~~industrial~~utility end market, ~~particularly across the emerging markets, which included strong growth from China COVID-19 recovery, and~~primarily in western ~~Europe.~~Europe where we saw strong demand in utilities' operational spending coupled with recovery from prior year COVID-19 impacts. Organic growth in the ~~industrial~~utility end market was ~~partially~~marginally offset by declines in North America during the ~~U.S. due to continued soft market conditions in oil and gas and mining.~~quarter.

From an application perspective, organic revenue growth for the ~~first~~second quarter was ~~primarily~~ driven by our transport application. The transport application had strong revenue growth in the emerging markets, where the dewatering business in Latin America and Africa benefited from strong market conditions in mining during the quarter and Asia Pacific had strong revenue growth during the quarter, and in western Europe, where we had strong industrial and utility demand, positively impacted by COVID-19 recovery. Organic revenue growth from our transport application was partially offset by a modest decline in the treatment application, driven by the timing of project deliveries in the U.S. as compared to the prior year.

For the six months ended June 30, 2021, revenue increased $139 million, or 14.8% (8.4% increase on a constant currency basis) as compared to the prior year. Revenue benefited from $60 million of foreign currency translation during the six month period, with the change at constant currency coming entirely from organic growth of $79 million. Organic growth during the year was driven by strength in the both the utility and industrial end markets. Strength in the utility end market was led by western Europe, where utilities' operational spending continues to be strong, and in the emerging markets, where China benefited from healthy order intake coming into the year. Organic growth in the industrial end market was particularly strong across the emerging markets, which included growth from the COVID-19 recovery in Latin America and healthy order intake in China and Africa, and in western Europe.

From an application perspective, organic revenue growth during the six month period was primarily driven by our transport application. The transport application was driven by strong revenue growth across the emerging markets, where we benefited from healthy order intake in Asia Pacific and Africa and a favorable prior year comparison in ~~China and strong mining activities in Africa during the quarter,~~Latin America, as well ~~strong~~as growth from ~~healthy order intake~~the COVID-19 recovery in western Europe. Organic revenue from our treatment application also contributed to the segment's growth during the period, driven by ~~recovery from COVID-19 volume impacts and project delays~~strength in the ~~prior year~~emerging markets, particularly in China, ~~as well as strength~~which was partially offset by the timing of project deliveries in ~~Europe and~~ the ~~United States~~U.S. during the ~~quarter.~~year.

Applied Water

Applied Water revenue increased ~~$55~~$77 million, or ~~16.3%~~22.8%, for the ~~first~~second quarter of 2021 ~~(13.0%~~(17.5% increase on a constant currency basis) as compared to the prior year. Revenue benefited from ~~$11~~$18 million of foreign currency translation, with the change at constant currency coming entirely from organic growth of ~~$44~~$59 million. Organic growth for the quarter was driven by strength in every end market and across all major geographic regions, with particular strength in ~~emerging markets~~North America and western Europe.

From an application perspective, organic revenue growth in the ~~first~~second quarter was led by strength in the industrial water application which was primarily driven by market growth across the emerging markets, strong order intake in North America, with particular strength in specialty flow control applications (marine and food & beverage), and market recovery in western Europe, where the industry was more significantly impacted by the COVID-19 pandemic in the prior year. The residential building services application also had strong organic growth, primarily driven by western Europe, as market conditions recover from the COVID-19 pandemic, strength in North America, where we benefited from healthy backlog execution, and the emerging markets, specifically driven by strong second water supply business in China. The commercial building services application also contributed organic growth during the quarter, primarily driven by strength in the U.S. and western Europe, where the industry was more significantly impacted by the COVID-19 pandemic in the prior year.

For the six months ended June 30, 2021, revenue increased $132 million, or 19.6% (15.3% increase on a constant currency basis) as compared to the prior year. Revenue benefited from $29 million of foreign currency translation during the six month period, with the change at constant currency coming entirely from organic growth of $103 million. Organic growth during the period was driven by strength in every end market and across all major geographic regions.

From an application perspective, organic revenue growth during the six month period was led by strength in the industrial water application, which was primarily driven by market growth in the emerging markets, particularly in Asia Pacific where the industry was more significantly impacted by the COVID-19 pandemic in the first half of the prior year, ~~and~~ strong order intake in North America and ~~strong backlog execution in~~ western ~~Europe.~~Europe, reflecting recovery from the COVID-19 pandemic during the second quarter of the year. The residential building services application revenue also had strong organic growth during the first half of the year, primarily driven by the emerging markets where we experienced strong second water supply business and a favorable prior year comparison in China, as markets conditions recover from the COVID-19 pandemic. Strength in North America ~~where~~also contributed to the growth in the residential building services application, as we benefited from healthy backlog execution coming into the year, and market growth in western Europe ~~also contributed organic revenue growth~~ during the ~~quarter.~~period. The commercial building services application contributed ~~more modest~~ organic growth during the ~~quarter,~~first half of the year, primarily driven by strength in western Europe, North America and ~~China, which was partially offset by a decline in~~ the ~~U.S. where the construction industry is taking longer to recover from the COVID-19 pandemic.~~emerging markets, particularly Asia Pacific.

Measurement & Control Solutions

Measurement & Control Solutions revenue increased $7$46 million, or ~~2.0%~~14.3%, for the ~~first~~second quarter of 2021 ~~(0.6% decrease~~(10.6% increase on a constant currency basis) as compared to the prior year. Revenue benefited from $9$12 million of foreign currency translation, with the change at constant currency driven by $2organic growth of $37 million ofwhich was partially offset by reduced revenue related to divestiture ~~impacts.~~impacts of $3 million. Organic revenue ~~remained essentially flat~~growth during the quarter ~~as weakness in the utility end market, primarily~~was driven ~~by the U.S., was offset~~ by strength in both the utility and industrial end ~~market.~~markets and across all major geographic regions.

In order to simplify and focus the application discussion, beginning with the first quarter of 2021, we are aggregating the test application into the water application and the software as a service and other application into the water and energy applications, as applicable, as both of these sub-applications provide products and services to the broader, ultimate applications of water and energy. From an application perspective, organic revenue growth was driven by the timing of project deployments in the water application, coupled with COVID-19 recovery in the U.S. and western Europe during the quarter. The energy application experienced a modest decrease during the quarter, primarily driven project timing and supply chain constraints in the U.S.

For the six months ended June 30, 2021, revenue increased $53 million, or 7.9% (4.8% increase on a constant currency basis) as compared to the prior year. Revenue benefited from $21 million of foreign currency translation during the six month period, with the change at constant currency driven by organic growth of $37 million which was partially offset by reduced revenue related to divestiture impacts of $5 million. Organic revenue growth during the period was driven by strength in both end markets and across all major geographic regions, particularly in western Europe.

From an application perspective, organic revenue growth during the period was driven by the water application, particularly in the U.S. and western Europe, where regions benefited from a favorable prior year comparison during the period coupled with strong backlog execution. This organic revenue growth was partially offset by a decline in the energy application ~~declined~~ during the ~~quarter~~period driven by ~~slower project deployments in~~ the gas business, where large project deployments in the U.S. during the prior year did not repeat and we experienced project delays driven by the COVID-19 pandemic during the quarter. This decline was offset by organic revenue growth during the quarter in the water application, primarily driven by the test business which experienced strong backlog execution in western Europe and China, coupled with COVID-19 recovery in China.

year.

3537

Orders / Backlog

An order represents a legally enforceable, written document that includes the scope of work or services to be performed or equipment to be supplied to a customer, the corresponding price and the expected delivery date for the applicable products or services to be provided. An order often takes the form of a customer purchase order or a signed quote from a Xylem business. Orders received during the ~~first~~second quarter of 2021 were ~~$1,538~~$1,660 million, an increase of ~~$277~~$428 million, or ~~22.0%~~34.7%, over the prior year ~~(18.1%~~(28.7% increase on a constant currency basis). Orders received during the six months ended June 30, 2021 were $3,198 million, an increase of $705 million, or 28.3%, over the prior year (23.3% increase on a constant currency basis). Order intake benefited from ~~$49~~$74 million and $123 million of foreign currency translation ~~during~~for the ~~quarter.~~three and six months ended June 30, 2021, respectively. The ~~order~~ increase on a constant currency basis was primarily ~~consisted of~~driven by organic order growth of ~~$235~~$355 million ~~or 18.6%.~~and $590 million for the three and six months ended June 30, 2021, respectively.

The following table illustrates the impact from organic growth, recent divestitures, and foreign currency translation in relation to orders during the three and six months ended ~~March 31,~~June 30, 2021:

Water Infrastructure Applied Water Measurement & Control Solutions Total Xylem
(in millions) $ Change % Change $ Change % Change $ Change % Change $ Change % Change
2020 Orders $ 514 $ 372 $ 375 $ 1,261
Organic Growth 70 13.6 % 92 24.7 % 73 19.5 % 235 18.6 %
Divestitures — — % — — % (7) (1.9) % (7) (0.5) %
Constant Currency 70 13.6 % 92 24.7 % 66 17.6 % 228 18.1 %
Foreign currency translation (a) 27 5.3 % 13 3.5 % 9 2.4 % 49 3.9 %
Total change in orders 97 18.9 % 105 28.2 % 75 20.0 % 277 22.0 %
2021 Orders $ 611 $ 477 $ 450 $ 1,538


	Water Infrastructure				Applied Water				Measurement & Control Solutions				Total Xylem
(in millions)	$ Change		% Change		$ Change		% Change		$ Change		% Change		$ Change		% Change
2020 Orders	$	598			$	326			$	308			$	1,232
Organic Growth	—		—	%	140		42.9	%	215		69.8	%	355		28.8	%
Divestitures	—		—	%	—		—	%	(1)		(0.3)	%	(1)		(0.1)	%
Constant Currency	—		—	%	140		42.9	%	214		69.5	%	354		28.7	%
Foreign currency translation (a)	41		6.9	%	20		6.1	%	13		4.2	%	74		6.0	%
Total change in orders	41		6.9	%	160		49.1	%	227		73.7	%	428		34.7	%
2021 Orders	$	639			$	486			$	535			$	1,660


	Water Infrastructure				Applied Water				Measurement & Control Solutions				Total Xylem
(in millions)	$ Change		% Change		$ Change		% Change		$ Change		% Change		$ Change		% Change
2020 Orders	$	1,112			$	698			$	683			$	2,493
Organic Growth	70		6.3	%	232		33.2	%	288		42.2	%	590		23.7	%
Divestitures	—		—	%	—		—	%	(8)		(1.2)	%	(8)		(0.4)	%
Constant Currency	70		6.3	%	232		33.2	%	280		41.0	%	582		23.3	%
Foreign currency translation (a)	68		6.1	%	33		4.7	%	22		3.2	%	123		4.9	%
Total change in orders	138		12.4	%	265		38.0	%	302		44.2	%	705		28.3	%
2021 Orders	$	1,250			$	963			$	985			$	3,198

Water Infrastructure

Water Infrastructure segment orders increased ~~$97~~$41 million, or ~~18.9%~~6.9%, to ~~$611~~$639 million ~~(13.6% increase~~(flat on a constant currency basis) for the ~~first~~second quarter of 2021 as compared to the prior year. Order growth for the quarter benefited from ~~$27~~$41 million of foreign currency translation. Organic orders remained essentially flat during the quarter as strength in the treatment application, which was driven by strong order intake across all major geographies, was offset by decline in the transport application, which included a significant project order of greater than $100 million in India during the second quarter of 2020 that did not recur. Excluding the impact of the significant India order in 2020, the transport application had organic order growth driven by healthy market conditions in western Europe and North America during the quarter, including order growth in the dewatering business.

For the six months ended June 30, 2021, orders increased $138 million, or 12.4%, to $1,250 million (6.3% increase on a constant currency basis) as compared to the same prior year period. Order growth during the period benefited from $68 million of foreign currency translation. The order increase on a constant currency basis consisted primarily of organic order growth in the ~~transport~~treatment application. Organic growth in the ~~transport~~treatment application was driven by strength in North America, the emerging markets, particularly ~~strong order expansion~~ in ~~India~~China, and western Europe. Organic orders for the transport application also increased during the ~~quarter, as well as~~period, primarily driven by healthy market conditions in western Europe and North America which were ~~impacted~~partially offset by ~~recovery from the COVID-19 pandemic impact~~weakness in the ~~prior year. Organic orders for the treatment application also increased~~emerging markets, where we had a significant project order of greater than $100 million in India during the second quarter ~~primarily driven by~~of 2020 which more than offset strength ~~in Asia Pacific, North America and Europe, which partially offset the order decline~~ in Latin America ~~from lapping of a large prior year order.~~and Africa during period.

Applied Water

Applied Water segment orders increased ~~$105~~$160 million, or ~~28.2%~~49.1%, to ~~$477~~$486 million ~~(24.7%~~(42.9% increase on a constant currency basis) for the ~~first~~second quarter of 2021 as compared to the prior year. Order growth for the quarter benefited from ~~$13~~$20 million of foreign currency translation. The order increase on a constant currency basis was driven by organic order growth across all end markets, primarily in the U.S., where we benefited from strong demand recovery, amplified by longer lead times for delivering product, and to a lesser extent, in western Europe and the emerging markets.

For the six months ended June 30, 2021, orders increased $265 million, or 38.0%, to $963 million (33.2% increase on a constant currency basis) as compared to the same prior year period. Order growth during the period benefited from $33 million of foreign currency translation. The order increase on a constant currency basis was driven by organic order growth across all end markets during the first half of the year, primarily in the U.S., where we benefited from strong demand, amplified by early ordering ~~being done~~ to mitigate longer lead times, and to a lesser extent, in western Europe and the emerging markets, particularly in China ~~whose~~where order intake was weakened by COVID-19 impacts in the prior year.

Measurement & Control Solutions

Measurement & Control Solutions segment orders increased ~~$75~~$227 million, or ~~20.0%~~73.7%, to ~~$450~~$535 million ~~(17.6%~~(69.5% increase on a constant currency basis) for the ~~first~~second quarter of 2021 as compared to the prior year. Order growth for the quarter benefited from $9$13 million of foreign currency translation. The order increase on a constant currency basis consisted almost entirely of organic order growth of $215 million, or 69.8%. Organic order growth was led by the water application, which experienced strong order intake in the U.S., amplified by increased ordering due to component shortages, and benefited from a favorable comparison, driven by COVID-19 recovery, as well as strength in western Europe. Order intake in the energy application also grew organically during the quarter, primarily in North America where the gas business benefited from a favorable comparison, driven by COVID-19 recovery, coupled with project related ordering in the electric business during the quarter.

For the six months ended June 30, 2021, orders increased $302 million, or 44.2%, to $985 million (41.0% increase on a constant currency basis) as compared to the same prior year period. Order growth during the period benefited from $22 million of foreign currency translation. The order increase on a constant currency basis included organic order growth of ~~$73~~$288 million, or ~~19.5%~~42.2%, which was partially offset by a $7$8 million reduction in orders related to divestiture impacts during the ~~quarter.~~period. Organic order growth was led by the water application, which ~~experienced~~was driven by strong order intake in the U.S., amplified by increased ordering due to component shortages, and in western Europe, ~~and benefited from~~coupled with a favorable comparison,

~~in the emerging markets,~~ driven by COVID-19 recovery. Order intake in the energy application also grew organically during the ~~quarter,~~first half of the year, primarily driven by large ~~project deployments~~projects in North America.

Backlog

Backlog includes orders on hand as well as contractual customer agreements at the end of the period. Delivery schedules vary from customer to customer based on their requirements. Annual or multi-year contracts are subject to rescheduling and cancellation by customers due to the long-term nature of the contracts. As such, beginning total backlog, plus orders, minus revenues, will not equal ending total backlog due to contract adjustments, foreign currency fluctuations, and other factors. Typically, large projects require longer lead production cycles and deployment schedules and delays occur from time to time. Total backlog was ~~$2,403~~$2,779 million at ~~March 31,~~June 30, 2021, an increase of ~~$516~~$766 million or ~~27.3%~~38.1%, as compared to ~~March 31,~~June 30, 2020 backlog of ~~$1,887~~$2,013 million, and an increase of ~~$279~~$655 million or ~~13.1%~~30.8%, as compared to December 31, 2020 backlog of $2,124 million driven by the significant increase in orders in the ~~quarter.~~year. We anticipate that approximately ~~54%~~50% of the backlog at ~~March 31,~~ June 30,

2021 will be recognized as revenue in the remainder of 2021. There were no significant order cancellations during the quarter.

Gross Margin

Gross margin as a percentage of revenue increased ~~260~~110 and 180 basis points to ~~39.0%~~38.5% and 38.7% for the three and six months ended ~~March 31,~~June 30, 2021, as compared to ~~36.4%~~37.4% and 36.9% for the comparative 2020 ~~period.~~periods. The gross margin increase for ~~the quarter~~both periods was primarily driven by cost reductions from our global procurement and productivity improvement initiatives ~~decreased quality management costs~~ and favorable volume, impacted by COVID-19 recovery, which were partially offset by cost ~~inflation and other lesser impacts.~~inflation.

Operating Expenses

The following table presents operating expenses for the three and six months ended ~~March 31,~~June 30, 2021 and 2020:

Three Months Ended
March 31,
(In millions) 2021 2020 Change
Selling, general and administrative expenses ("SG&A") $ 301 $ 297 1.3 %
SG&A as a % of revenue 24.0 % 26.4 % (240) bp
Research and development expenses ("R&D") 50 49 2.0 %
R&D as a % of revenue 4.0 % 4.4 % (40) bp
Restructuring and asset impairment charges 6 2 200.0 %
Operating expenses $ 357 $ 348 2.6 %
Expense to revenue ratio 28.4 % 31.0 % (260) bp


	Three Months Ended								Six Months Ended
	June 30,								June 30,
(In millions)	2021			2020			Change		2021			2020			Change
Selling, general and administrative expenses ("SG&A")	$	304		$	288		5.6	%	$	605		$	585		3.4	%
SG&A as a % of revenue	22.5		%	24.8		%	(230)	bp	23.2		%	25.6		%	(240)	bp
Research and development expenses ("R&D")	53			44			20.5	%	103			93			10.8	%
R&D as a % of revenue	3.9		%	3.8		%	10	bp	4.0		%	4.1		%	(10)	bp
Restructuring and asset impairment charges	3			48			(93.8)	%	9			50			(82.0)	%

Operating expenses	$	360		$	380		(5.3)	%	$	717		$	728		(1.5)	%
Expense to revenue ratio	26.6		%	32.8		%	(620)	bp	27.5		%	31.9		%	(440)	bp

Selling, General and Administrative ("SG&A") Expenses

SG&A expenses increased by $4$16 million to ~~$301~~$304 million, or ~~24.0%~~22.5% of revenue, in the ~~first~~second quarter of 2021, as compared to ~~$297~~$288 million, or ~~26.4%~~24.8% of revenue, in the comparable 2020 period; and increased by $20 million to $605 million, or 23.2% of revenue, in the six months ended June 30, 2021, as compared to $585 million, or 25.6% of revenue, in the comparable 2020 period. The improvement in SG&A as a percent of revenue for ~~the quarter~~both periods was primarily driven by cost reductions from our productivity, restructuring and other cost saving initiatives and decreased quality management costs, which were partially offset by cost inflation, ~~and~~ additional investments in strategic growth ~~initiatives.~~initiatives and other costs.

Research and Development ("R&D") Expenses

R&D expense was ~~$50~~$53 million, or 3.9% of revenue, in the second quarter of 2021, as compared to $44 million, or 3.8% of revenue, in the comparable 2020 period; and was $103 million, or 4.0% of revenue, in the ~~first quarter of~~six months ended June 30, 2021, as compared to ~~$49~~$93 million, or ~~4.4%~~4.1% of revenue, in the comparable ~~period of 2020. The decrease in R&D as a percent of revenue for the quarter was primarily driven by the increase in revenue in the first quarter.~~2020 period.

3740

Restructuring and Asset Impairment Charges

Restructuring

During the three and six months ended ~~March 31,~~June 30, 2021, we recognized restructuring charges of $5$3 million and $8 million, respectively, of which $4$2 million ~~relates~~and $6 million relate to actions previously announced in 2020. These charges included reduction of headcount across all segments and asset impairments within our Measurement & Control Solutions segment. ~~During the three months ended March 31, 2020, we recognized restructuring charges of $2 million.~~

The following is a roll-forward for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 of employee position eliminations associated with restructuring activities:

2021 2020
Planned reductions - January 1 319 196
Additional planned reductions 57 50
Actual reductions and reversals (148) (60)
Planned reductions - March 31 228 186


	2021	2020
Planned reductions - January 1	319	196
Additional planned reductions	72	579
Actual reductions and reversals	(202)	(115)
Planned reductions - June 30	189	660

The following table presents expected restructuring spend in 2021 and thereafter:


(in millions)	Water Infrastructure		Applied Water		Measurement & Control Solutions		Corporate		Total
Actions Commenced in 2021:
Total expected costs	$	5	$	—	$	—	$	—	$	5
Costs incurred during Q1 2021	1		—		—		—		1
Costs incurred during Q2 2021	1		—		—		—		1

Total expected costs remaining	$	3	$	—	$	—	$	—	$	3

Actions Commenced in 2020:
Total expected costs	$	25	$	8	$	33	$	2	$	68
Costs incurred during 2020	19		4		30		—		53
Costs incurred during Q1 2021	2		1		1		—		4
Costs incurred during Q2 2021	2		—		—		—		2
Total expected costs remaining	$	2	$	3	$	2	$	2	$	9

(in millions) Water Infrastructure Applied Water Measurement & Control Solutions Corporate Total
Actions Commenced in 2021:
Total expected costs $ 3 $ — $ — $ — $ 3
Costs incurred during Q1 2021 1 — — — 1
Total expected costs remaining $ 2 $ — $ — $ — $ 2
Actions Commenced in 2020:
Total expected costs $ 25 $ 8 $ 33 $ 2 $ 68
Costs incurred during 2020 19 4 30 — 53
Costs incurred during Q1 2021 2 1 1 — 4
Total expected costs remaining $ 4 $ 3 $ 2 $ 2 $ 11
The Water Infrastructure actions commenced in 2021 consist primarily of severance charges. These actions are expected to continue through the second quarter of 2022.

~~The Water Infrastructure actions commenced in 2021 consist primarily of severance charges. These actions are expected to continue through~~ the ~~third~~second quarter of ~~2021.~~2022.

We currently expect to incur between ~~$35~~$15 million and ~~$45~~$25 million in restructuring costs for the full year. These

restructuring charges are primarily related to actions taken in response to the changes in business and economic conditions arising as a result of the COVID-19 pandemic as well as other efforts to optimize our cost structure, improve our operational efficiency and effectiveness, strengthen our competitive positioning and better serve our customers. We expect to realize ~~approximately~~between $33 million and $35 million of incremental net savings in 2021 from restructuring actions initiated in 2020. As a result of all of the actions taken and expected to be taken in 2021, we anticipate ~~approximately $4~~between $1 million and $3 million of total net savings to be realized during 2021.

Asset Impairment

Operating Income

Operating income during the ~~first~~second quarter of 2021 was ~~$133~~$160 million, reflecting an increase of ~~118.0%~~196.3% compared to ~~$61~~$54 million in the ~~first~~second quarter of 2020. Operating margin was ~~10.6%~~11.8% for the ~~first~~second quarter of 2021 versus ~~5.4%~~4.7% for the comparable period in 2020, an increase of ~~520~~710 basis points. Operating margin ~~included an unfavorable impact~~benefited from ~~special charges incurred during the quarter of $2 million, partially offset by~~ a decrease in restructuring and realignment costs of $1$37 million as compared to the ~~first~~second quarter of ~~2020.~~2020 and special charges of $11 million incurred during 2020 that did not recur. Excluding the impact of these items, adjusted operating income was ~~$143~~$166 million with an adjusted operating margin of ~~11.4%~~12.3% in the ~~first~~second quarter of 2021 as compared to adjusted operating income of ~~$70~~$108 million with an adjusted operating margin of ~~6.2%~~9.3% in the ~~first~~second quarter of 2020. The increase in adjusted operating margin was primarily due to cost reductions from our productivity, restructuring and other cost saving initiatives, favorable volume, impacted by COVID-19 recovery, and decreased quality management costs. These impacts were partially offset by cost inflation, increased spending on strategic investments, unfavorable mix and other lesser impacts.

~~The table below provides a reconciliation of the total and each segment's operating income to adjusted operating income, and a calculation of the corresponding adjusted operating margin:~~

Three Months Ended
March 31,
(In millions) 2021 2020 Change
Water Infrastructure
Operating income $ 71 $ 39 82.1 %
Operating margin 13.9 % 8.9 % 500 bp
Restructuring and realignment costs 5 5 — %
Adjusted operating income $ 76 $ 44 72.7 %
Adjusted operating margin 14.9 % 10.0 % 490 bp
Applied Water
Operating income $ 66 $ 47 40.4 %
Operating margin 16.8 % 13.9 % 290 bp
Restructuring and realignment costs 1 2 (50.0) %
Special charges 1 — NM
Adjusted operating income $ 68 $ 49 38.8 %
Adjusted operating margin 17.3 % 14.5 % 280 bp
Measurement & Control Solutions
Operating income (loss) $ 9 $ (12) 175.0 %
Operating margin 2.5 % (3.5) % 600 bp
Restructuring and realignment costs 2 2 — %
Adjusted operating income (loss) $ 11 $ (10) 210.0 %
Adjusted operating margin 3.1 % (2.9) % 600 bp
Corporate and other
Operating loss $ (13) $ (13) — %
Special charges 1 — NM
Adjusted operating loss $ (12) $ (13) (7.7) %
Total Xylem
Operating income $ 133 $ 61 118.0 %
Operating margin 10.6 % 5.4 % 520 bp
Restructuring and realignment costs 8 9 (11.1) %
Special charges 2 — NM
Adjusted operating income $ 143 $ 70 104.3 %
Adjusted operating margin 11.4 % 6.2 % 520 bp

~~NM - Not meaningful percentage change~~

~~Water Infrastructure~~

Operating income for our Water Infrastructure segment increased $32 million, or 82.1%, for the first quarter of 2021 compared to the prior year, with operating margin also increasing from 8.9% to 13.9%. Operating margin was impacted by $5 million in restructuring and realignment costs in both years. Excluding these restructuring and realignment costs, adjusted operating income increased $32 million, or 72.7%, with adjusted operating margin increasing from 10.0% to 14.9%. The increase in adjusted operating margin for the quarter was primarily due to cost reductions from our productivity, restructuring and other cost saving initiatives and favorable volume, impacted by COVID-19 recovery. These impacts were partially offset by cost inflation and increased spending on strategic investments.

Operating income for the six months ended June 30, 2021 was $293 million, reflecting an increase of 154.8% compared to $115 million in 2020. Operating margin was 11.2% for the six months ended June 30, 2021 versus 5.0% for the comparable period in 2020, an increase of 620 basis points. Operating margin benefited from a decrease in restructuring and realignment costs of $38 million and a decrease in special charges of $9 million as compared to 2020. Excluding the impact of these items, adjusted operating income was $309 million with an adjusted operating margin of 11.9% for the six months ended June 30, 2021 as compared to adjusted operating income of $178 million with an adjusted operating margin of 7.8% in 2020. The increase in adjusted operating margin was primarily due to cost reductions from our productivity, restructuring and other cost saving initiatives and favorable volume, impacted by COVID-19 recovery. These impacts were partially offset by cost inflation and increased spending on strategic investments.

The table below provides a reconciliation of the total and each segment's operating income to adjusted operating income, and a calculation of the corresponding adjusted operating margin:


	Three Months Ended								Six Months Ended
	June 30,								June 30,
(In millions)	2021			2020			Change		2021			2020			Change
Water Infrastructure
Operating income	$	93		$	73		27.4	%	$	164		$	112		46.4	%
Operating margin	16.3		%	14.6		%	170	bp	15.2		%	11.9		%	330	bp
Restructuring and realignment costs	4			8			(50.0)	%	9			13			(30.8)	%

Adjusted operating income	$	97		$	81		19.8	%	$	173		$	125		38.4	%
Adjusted operating margin	17.0		%	16.2		%	80	bp	16.0		%	13.3		%	270	bp
Applied Water
Operating income	$	64		$	41		56.1	%	$	130		$	88		47.7	%
Operating margin	15.5		%	12.2		%	330	bp	16.1		%	13.0		%	310	bp
Restructuring and realignment costs	2			4			(50.0)	%	3			6			(50.0)	%
Special charges	—			—			—	%	1			—			NM
Adjusted operating income	$	66		$	45		46.7	%	$	134		$	94		42.6	%
Adjusted operating margin	15.9		%	13.4		%	250	bp	16.6		%	13.9		%	270	bp
Measurement & Control Solutions
Operating income (loss)	$	13		$	(46)		128.3	%	$	22		$	(58)		137.9	%
Operating margin	3.5		%	(14.3)		%	1,780	bp	3.0		%	(8.7)		%	1,170	bp

Restructuring and realignment costs	—			31			NM		2			33			(93.9)	%
Special charges	—			10			NM		—			10			NM
Adjusted operating income (loss)	$	13		$	(5)		360.0	%	$	24		$	(15)		260.0	%
Adjusted operating margin	3.5		%	(1.6)		%	510	bp	3.3		%	(2.2)		%	550	bp
Corporate and other
Operating loss	$	(10)		$	(14)		(28.6)	%	$	(23)		$	(27)		(14.8)	%


Special charges	—			1			NM		1			1			—	%
Adjusted operating loss	$	(10)		$	(13)		(23.1)	%	$	(22)		$	(26)		(15.4)	%
Total Xylem
Operating income	$	160		$	54		196.3	%	$	293		$	115		154.8	%
Operating margin	11.8		%	4.7		%	710	bp	11.2		%	5.0		%	620	bp
Restructuring and realignment costs	6			43			(86.0)	%	14			52			(73.1)	%

Special charges	—			11			NM		2			11			(81.8)	%
Adjusted operating income	$	166		$	108		53.7	%	$	309		$	178		73.6	%
Adjusted operating margin	12.3		%	9.3		%	300	bp	11.9		%	7.8		%	410	bp

NM - Not meaningful percentage change

Water Infrastructure

Operating income for our Water Infrastructure segment increased $20 million, or 27.4%, for the second quarter of 2021 compared to the prior year, with operating margin also increasing from 14.6% to 16.3%. Operating margin benefited from a decrease in restructuring and realignment costs of $4 million during the quarter. Excluding these restructuring and realignment costs, adjusted operating income increased $16 million, or 19.8%, with adjusted operating margin increasing from 16.2% to 17.0%. The increase in adjusted operating margin for the quarter was primarily due to cost reductions from our productivity, restructuring and other cost saving initiatives, favorable volume and decreased inventory management costs. These impacts were partially offset by cost inflation, increased spending on strategic investments, ~~unfavorable mix,~~ increased ~~customer-related reserves,~~employee-related costs and negative foreign currency impacts.

For the six months ended June 30, 2021, operating income for our Water Infrastructure segment increased ~~inventory management~~$52 million, or 46.4%, as compared to the prior year, with operating margin also increasing from 11.9% to 15.2%. Operating margin benefited from a decrease in restructuring and realignment costs of $4 million in 2021. Excluding these restructuring and realignment costs, adjusted operating income increased $48 million, or 38.4%, with adjusted operating margin increasing from 13.3% to 16.0%. The increase in adjusted operating margin during the period was primarily due to cost reductions from our productivity, restructuring and other cost saving initiatives and favorable volume. These impacts were partially offset by cost inflation, increased spending on strategic investments, increased employee-related costs and other lesser impacts.

Applied Water

Operating income for our Applied Water segment increased ~~$19~~$23 million, or ~~40.4%~~56.1%, for the ~~first~~second quarter of 2021 compared to the prior year, with operating margin also increasing from ~~13.9%~~12.2% to ~~16.8%~~15.5%. Operating margin benefited from a decrease in restructuring and realignment costs of $1$2 million during the quarter. Excluding these restructuring and realignment costs, adjusted operating income increased $21 million, or 46.7%, with adjusted operating margin increasing from 13.4% to 15.9%. The increase in adjusted operating margin for the quarter was primarily due to favorable volume, impacted by COVID-19 recovery, and cost reductions from our productivity, restructuring and other cost saving initiatives. These impacts were partially offset by cost inflation, increased logistics costs, increased employee-related costs and increased spending on strategic investments.

For the six months ended June 30, 2021, operating income for our Applied Water segment increased $42 million, or 47.7%, as compared to the prior year, with operating margin also increasing from 13.0% to 16.1%. Operating margin benefited from a decrease in restructuring and realignment costs of $3 million during the year which was partially offset by $1 million of special charges incurred in 2021. Excluding these items, adjusted operating income increased ~~$19~~$40 million, or ~~38.8%~~42.6%, with adjusted operating margin increasing from ~~14.5%~~13.9% to ~~17.3%~~16.6%. The increase in adjusted operating margin ~~for~~during the ~~quarter~~period was primarily due to cost reductions from our productivity, restructuring and other cost saving initiatives and favorable volume, impacted by COVID-19 recovery. These impacts were partially offset by cost inflation, increased logistics costs, increased spending on strategic investments ~~unfavorable mix~~ and ~~other lesser impacts.~~increased employee-related costs.

Measurement & Control Solutions

Operating income for our Measurement & Control Solutions segment increased ~~$21~~$59 million, or ~~175.0%~~128.3%, for the ~~first~~second quarter of 2021 compared to the prior year, with operating margin increasing from ~~(3.5)~~(14.3)% to ~~2.5%~~3.5%. Operating margin ~~was impacted by $2~~benefited from $31 million inof restructuring and realignment costs ~~in both years.~~and $10 million of special charges that were incurred during 2020 that did not recur during the quarter. Excluding these ~~restructuring and realignment costs,~~items, adjusted operating income increased ~~$21~~$18 million, or ~~210.0%~~360.0%, with adjusted operating margin increasing from ~~(2.9)~~(1.6)% to ~~3.1%~~3.5%. The increase in adjusted operating margin for the quarter was primarily due to cost reductions from our restructuring, productivity and other cost saving initiatives, favorable volume, impacted by COVID-19 recovery, and favorable mix. These impacts were partially offset by cost inflation, increased spending on strategic investments and increased employee-related costs.

For the six months ended June 30, 2021, operating income for our Measurement & Control Solutions segment increased $80 million, or 137.9%, as compared to the prior year, with operating margin increasing from (8.7)% to 3.0%. Operating margin benefited from a decrease in restructuring and realignment costs of $31 million during the year and $10 million of special charges incurred in 2020 that did not recur. Excluding these items, adjusted operating income increased $39 million, or 260.0%, with adjusted operating margin increasing from (2.2)% to 3.3%. The increase in adjusted operating margin during the period was primarily due to cost reductions from our restructuring, productivity and other cost saving initiatives, decreased quality management costs, primarily due to a specific warranty charge recorded during the prior year that did not recur related to a firmware issue that was identified and addressed ~~timely.~~timely, favorable volume, driven by COVID-19 recovery and favorable mix. These impacts were partially offset by cost inflation, increased spending on strategic investments, increased employee-related costs and other lesser impacts.

Corporate and other

Operating loss for corporate and other ~~of $13~~decreased $4 million, or 28.6%, during the ~~first~~second quarter of 2021 ~~remained constant as~~ compared to the prior year ~~negatively impacted~~period. For the six months ended June 30, 2021, operating loss for corporate and other decreased $4 million, or 14.8%, compared to the same prior year period. The decreases in cost are driven by ~~$1 million of special charges incurred in 2021.~~reduced costs related to COVID-19 initiatives.

Interest Expense

Interest expense was $21 million ~~for the three months ended March 31, 2021~~ and ~~$16~~$42 million for the three and six months ended ~~March 31,~~June 30, 2021 and $18 million and $34 million for the three and six months ended June 30, 2020. The increase in interest expense for ~~the period~~both periods is primarily driven by the issuance of our Green Bond during the second quarter of 2020. See Note 10, "Credit Facilities and Debt", of our condensed consolidated financial statements for a description of our credit facilities and long-term debt and related interest.

Income Tax Expense

The income tax provision for the three months ended ~~March 31,~~June 30, 2021 was ~~$27~~$25 million resulting in an effective tax rate of ~~23.3%~~18.5%, compared to a $4 million expense resulting in an effective tax rate of ~~10.0%~~10.9% for the same period in 2020. The income tax provision for the six months ended June 30, 2021 was $52 million resulting in an effective tax rate of 20.7%, compared to a $8 million expense resulting in an effective tax rate of 10.4% for the same period in 2020. The effective tax rate for the three and six month ~~period~~periods ended ~~March 31,~~June 30, 2021 was ~~higher~~lower than the U.S. federal statutory rate primarily due to ~~tax settlements and~~favorable earnings mix, partially offset by the Global Intangible Low Taxed Income ("GILTI") ~~inclusion, partially offset by favorable earnings mix.~~inclusion. Additionally, the effective tax rate for the three and six month periods ended June 30, 2021 differ from the same periods in 2020 due to unfavorable earnings mix as compared to the prior year and favorable equity compensation deductions in the prior year. The effective tax rate for the six month period ended ~~March 31,~~June 30, 2021 differs from the same period in 2020 due to the impact of ~~the~~ tax settlements in the current ~~period, partially offset by the benefit from favorable equity compensation deductions in the prior year.~~period.

Liquidity and Capital Resources

The following table summarizes our sources and (uses) of cash:

Three Months Ended
March 31,
(In millions) 2021 2020 Change
Operating activities $ (26) $ (2) $ (24)
Investing activities (31) (48) 17
Financing activities (115) 87 (202)
Foreign exchange (a) (15) (22) 7
Total $ (187) $ 15 $ (202)


	Six Months Ended
	June 30,
(In millions)	2021		2020		Change
Operating activities	$	206	$	179	$	27
Investing activities	(69)		(88)		19
Financing activities	(162)		774		(936)
Foreign exchange (a)	(10)		(12)		2
Total	$	(35)	$	853	$	(888)

(a)The impact is primarily due to the strengthening of the Canadian Dollar, the Chinese Yuan, the Russian Ruble and various other currencies against the U.S. Dollar.

Sources and Uses of Liquidity

Operating Activities

Net cash ~~used~~provided by operating activities was ~~$26~~$206 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to $2$179 million in the comparable prior year period. This increase ~~in cash used~~ was primarily driven by increased net cash earnings, partially offset by higher tax payments and increased working capital levels to support year-over-year ~~growth, as well as higher interest and tax payments and timing of compensation related payments, partially offset by increased cash earnings.~~growth.

Investing Activities

Cash used in investing activities was ~~$31~~$69 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to ~~$48~~$88 million in the comparable prior year period. This decrease in cash used of ~~$17~~$19 million was mainly driven by lower spending on capital expenditures compared to the prior year.

Financing Activities

Cash used by financing activities was ~~$115~~$162 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021 as compared to cash generated of ~~$87~~$774 million in the comparable prior year period. This net ~~increase~~decrease in cash ~~used for~~generated by financing activities during the period was primarily ~~due to~~driven by the issuance of our Green Bond and higher levels of short-term debt during the ~~first quarter~~prior year period, partially offset by the repayment of short-term debt during 2020 and an increase in share repurchase activity ~~and dividend payments in the first quarter~~ of ~~2021.~~$8 million.

Funding and Liquidity Strategy

Our ability to fund our capital needs depends on our ongoing ability to generate cash from operations and access to bank financing and the capital markets. As a result of uncertainties caused by the COVID-19 pandemic, we continue to evaluate aspects of our spending, including capital expenditures, strategic investments and dividends. We will continue to evaluate aspects of our spending as the year progresses and anticipate our capital expenditures will gradually begin to increase to normal levels during the year as the markets we operate in recover.

Historically, we have generated operating cash flow sufficient to fund our primary cash needs. We will continue to monitor the economic effects of the COVID-19 pandemic and its impact on the Company's future operating cash flows going forward. If our cash flows from operations are less than we expect, we may need to incur debt or issue equity. From time to time, we may need to access the long-term and short-term capital markets to obtain financing. Our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including: (i) our credit ratings or absence of a credit rating, (ii) the liquidity of the overall capital markets, and (iii) the current state of the economy. There can be no assurance that such financing will be available to us on acceptable terms or that such financing will be available at all. Our securities are rated investment grade. A significant change in credit rating could impact our ability to borrow at favorable rates. Refer to Note 10, "Credit Facilities and Debt", of our condensed consolidated financial statements for a description of limitations on obtaining additional funding.

We monitor our global funding requirements and seek to meet our liquidity needs on a cost-effective basis. As of ~~March 31,~~June 30, 2021, the COVID-19 pandemic has not materially impacted our borrowing costs or other costs of capital, however the future impact of the COVID-19 pandemic is uncertain and may increase our borrowing costs

and other costs of capital and otherwise adversely affect our business, results of operations, financial condition and liquidity.

We have considered the impacts of the COVID-19 pandemic on our liquidity and capital resources and do not currently expect it to impact our ability to meet future liquidity needs or continue to comply with debt covenants. Based on our current global cash positions, cash flows from operations and access to the capital markets, we believe there is sufficient liquidity to meet our funding requirements and service debt and other obligations in both the U.S. and outside of the U.S. during the year. In addition, we believe our existing committed credit facilities and access to the public debt markets would provide further liquidity if required. Currently, we have available liquidity of approximately ~~$2.5~~$2.6 billion, consisting of ~~$1.7~~$1.8 billion of cash and $800 million of available credit facilities as disclosed in Note 10, "Credit Facilities and Debt", of our condensed consolidated financial statements. Our debt repayment obligations in 2021 consist of $600 million in Senior Notes, which we expect to pay out of cash. Our next long-term debt maturity is March 2023.

Risk related to these items are described in our risk factor disclosures referenced under “Item 1A. Risk Factors" in our 2020 Annual Report.

Credit Facilities & Long-Term Contractual Commitments

See Note 10, "Credit Facilities and Debt", of our condensed consolidated financial statements for a description of our credit facilities and long-term debt.

Non-U.S. Operations

We generated approximately 56% ~~and 50%~~ of our revenue from non-U.S. operations for both the three and six months ended ~~March 31,~~June 30, 2021 and ~~2020.~~approximately 51% and 50% for the three and six months ended June 30, 2020, respectively. As we continue to grow our operations in the emerging markets and elsewhere outside of the U.S., we expect to continue to generate significant revenue from non-U.S. operations and expect that a substantial portion of our cash will be predominately held by our foreign subsidiaries. We expect to manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We may transfer cash from certain international subsidiaries to the U.S. and other international subsidiaries when we believe it is cost-effective to do so. We continually review our domestic and foreign cash profile, expected future cash generation and investment opportunities, and reassess whether there is a need to repatriate funds held internationally to support our U.S. operations. As of ~~March 31,~~June 30, 2021, we have provided a deferred tax liability of $6 million for net foreign withholding taxes and state income taxes on ~~$356~~$235 million of earnings expected to be repatriated to the U.S. parent as deemed necessary in the future.

Critical Accounting Estimates

Our discussion and analysis of our results of operations and capital resources are based on our condensed consolidated financial statements, which have been prepared in conformity with GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. We believe the most complex and sensitive judgments, because of their significance to the condensed consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain, particularly at this time and moving forward given the uncertainty around the magnitude and duration of the COVID-19 pandemic. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2020 Annual Report describes the critical accounting estimates used in preparation of the condensed consolidated financial statements. Actual results in these areas could differ from management’s estimates. Other than as discussed below, there have been no significant changes in the information concerning our critical accounting estimates as stated in our 2020 Annual Report.

In the third quarter of 2020, management updated forecasts of future cash flows for the Advanced Infrastructure Analytics ("AIA") businesses, which reflected significant negative volume impacts from the COVID-19 pandemic, primarily on our assessment services business. Our ongoing investment in the AIA businesses also continues to impact near-term profitability. Based on these factors, we determined that there were indicators that the AIA reporting unit’s goodwill may be impaired, and accordingly, we performed an interim goodwill impairment test as of July 1, 2020. The results of the impairment test showed that the fair value of the AIA reporting unit was lower than the carrying value, resulting in a $58 million goodwill impairment charge. As of ~~March 31,~~June 30, 2021, the remaining goodwill balance in our AIA reporting unit after recording the goodwill impairment charge was $112 million.

The uncertainty of the future impact of the COVID-19 pandemic may also contribute to further deterioration of our future cash flows. If we do not achieve our forecasts, it is possible that the goodwill of the AIA reporting unit could be deemed to be impaired again in a future period. The risks and potential impacts of COVID-19 on the fair value of our assets are included in our risk factor disclosures referenced under “Item 1A. Risk Factors" in the Company's 2020 Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the information concerning market risk as stated in our 2020 Annual Report.

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the 1934 Act) during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4347

PART II

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in "Item 1A. Risk Factors" of our 2020 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents information with respect to purchases of the Company's common stock by the Company during the three months ended ~~March 31,~~June 30, 2021:

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
PERIOD
TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID PER SHARE (a) TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS (b) APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (b)
1/1/21 - 1/31/21 — — — $288
2/1/21 - 2/28/21 0.3 100.07 0.3 $258
3/1/21 - 3/31/21 0.3 101.07 0.3 $228


(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) PERIOD	TOTAL NUMBER OF SHARES PURCHASED	AVERAGE PRICE PAID PER SHARE (a)	TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS (b)	APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (b)
4/1/21 - 4/30/21	—	—	—	$228
5/1/21 - 5/31/21	—	—	—	$228
6/1/21 - 6/30/21	—	—	—	$228

This table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee stock options or shares tendered to satisfy tax withholding obligations in connection with employee equity awards.

(a)Average price paid per share is calculated on a settlement basis.

(b)On August 24, 2015, our Board of Directors authorized the repurchase of up to $500 million in shares with no expiration date. The program's objective is to deploy our capital in a manner that benefits our shareholders and maintains our focus on growth. ~~For~~There were no shares repurchased under this program during the three months ended ~~March 31, 2021, we repurchased 0.6 million shares for $60 million.~~June 30, 2021. There are up to $228 million in shares that may still be purchased under this plan as of ~~March 31,~~June 30, 2021.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

4448

XYLEM INC.

EXHIBIT INDEX


Exhibit Number		Description	Location

3.1		Fourth Amended and Restated Articles of Incorporation of Xylem Inc.	Incorporated by reference to Exhibit 3.1 of Xylem Inc.’s Form 8-K filed on May 15, 2017 (CIK No. 1524472, File No. 1-35229).

3.2		Fourth Amended and Restated By-laws of Xylem Inc.	Incorporated by reference to Exhibit 3.2 of Xylem Inc.’s Form 8-K filed on May 15, 2017 (CIK No. 1524472, File No. 1-35229).

10.1	#	~~Letter Agreement between Xylem Inc. and Matthew Pine.~~	~~Filed herewith.~~

~~10.2~~	#	~~Individual Employment Contract between Xylem Europe GmbH and Hayati Yarkadas.~~	~~Filed herewith.~~

~~10.3~~	#	Form of Xylem 2011 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement ~~(2021).~~	~~Filed herewith.~~

~~10.4~~	#	~~Form of 2011 Omnibus Incentive Plan Performance Share Unit Agreement (2021).~~	~~Filed herewith.~~

~~10.5~~	#	~~Form of 2011 Omnibus Incentive Plan Restricted Stock Unit Agreement (2021).~~	~~Filed herewith.~~

~~10.6~~	#	~~Form of 2011 Omnibus Incentive Plan ESG Performance Share Unit Agreement (2021).~~for Certain Executives and Executive Officers as Approved by the Leadership Development & Compensation Committee	Filed herewith.

31.1		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.

31.2		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.

32.1		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.

32.2		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.


~~Exhibit~~ ~~Number~~	~~Description~~	~~Location~~
101.0	The following materials from Xylem Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended ~~March 31,~~June 30, 2021, formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) Condensed Consolidated Income Statements, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements	The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
104.0	The cover page from Xylem Inc.'s Quarterly Report on Form 10-Q for the period ended ~~March 31,~~June 30, 2021 formatted in Inline XBRL and contained in Exhibit 101.0.

~~#Management~~# Management contract or compensatory plan or arrangement

4649

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						XYLEM INC.
						(Registrant)

						/s/ Geri McShane
						Geri McShane
						Vice President, Controller and Chief Accounting Officer

~~May 4,~~August 3, 2021

4750


	March 31, 2021		December 31, 2020

ASSETS
Current assets:
Cash and cash equivalents	$	1,688	$	1,875

Receivables, less allowances for discounts, returns and credit losses of $38 and $46 in 2021 and 2020, respectively	952		923
Inventories	596		558
Prepaid and other current assets	165		167

Total current assets	3,401		3,523
Property, plant and equipment, net	627		657
Goodwill	2,831		2,854
Other intangible assets, net	1,075		1,093
Other non-current assets	611		623
Total assets	$	8,545	$	8,750
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	530	$	569
Accrued and other current liabilities	714		787
Short-term borrowings and current maturities of long-term debt	600		600
Total current liabilities	1,844		1,956
Long-term debt	2,460		2,484
Accrued post-retirement benefits	502		519
Deferred income tax liabilities	257		242
Other non-current accrued liabilities	536		573
Total liabilities	5,599		5,774
Commitments and contingencies (Note 16)	0		0
Stockholders’ equity:
Common Stock – par value $0.01 per share:
Authorized 750.0 shares, issued 195.2 shares and 194.9 shares in 2021 and 2020, respectively	2		2
Capital in excess of par value	2,049		2,037
Retained earnings	1,967		1,930
Treasury stock – at cost 15.2 shares and 14.5 shares in 2021 and 2020, respectively	(655)		(588)
Accumulated other comprehensive loss	(426)		(413)
Total stockholders’ equity	2,937		2,968
Non-controlling interests	9		8
Total equity	2,946		2,976
Total liabilities and stockholders’ equity	$	8,545	$	8,750


	March 31, 2021						December 31, 2020
(in millions)	Carrying Amount		Accumulated Amortization		Net Intangibles		Carrying Amount		Accumulated Amortization		Net Intangibles
Customer and distributor relationships	$	939	$	(421)	$	518	$	941	$	(410)	$	531
Proprietary technology and patents	205		(134)		71		206		(131)		75
Trademarks	143		(65)		78		143		(63)		80
Software	510		(274)		236		500		(265)		235
Other	21		(18)		3		21		(18)		3
Indefinite-lived intangibles	169		0		169		169		0		169
Other Intangibles	$	1,987	$	(912)	$	1,075	$	1,980	$	(887)	$	1,093