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 ~~June 30, 2019~~March 31, 2020



☐			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,, NY10573

(Address of principal executive offices) (Zip code)

(~~914~~) (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 and post 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

☐

~~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 ~~July 26,~~ ~~2019~~,May 1, 2020, there were ~~180,029,106~~179,915,293 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	-	Condensed Consolidated Financial Statements:
		Condensed Consolidated Income Statements for the Three ~~and Six~~ Months Ended ~~June 30, 2019~~March 31 , 20 20 and ~~2018~~201 9 (Unaudited)	3
		Condensed Consolidated Statements of Comprehensive Income for the Three ~~and Six~~ Months Ended ~~June 30, 2019~~March 31, 2020 and ~~2018~~201 9 (Unaudited)	4
		Condensed Consolidated Balance Sheets as of ~~June 30, 2019~~March 3 1 , 2020 and December 31, ~~2018~~201 9 (Unaudited)	5
		Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 2019~~March 3 1 , 20 20 and ~~2018~~201 9 (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	3428
Item 3	-	Quantitative and Qualitative Disclosures About Market Risk	5244
Item 4	-	Controls and Procedures	5244
PART II – Other Information
Item 1	-	Legal Proceedings	5345
Item 1A	-	Risk Factors	5345
Item 2	-	Unregistered Sales of Equity Securities and Use of Proceeds	5346
Item 3	-	Defaults Upon Senior Securities	5346
Item 4	-	Mine Safety Disclosures	5346
Item 5	-	Other Information	5346
Item 6	-	Exhibits	5346
		Signatures	5548

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 period ended June 30,	2019		2018			2019		2018
For the three months ended March 31,											For the three months ended March 31,	2020		2019
Revenue	$	1,345	$	1,317		$	2,582	$	2,534		Revenue	$	1,123	$	1,237
Cost of revenue	819		798			1,582		1,555			Cost of revenue	714		763
Gross profit	526		519			1,000		979			Gross profit	409		474
Selling, general and administrative expenses	294		293			597		589			Selling, general and administrative expenses	297		303
Research and development expenses	47		50			98		91			Research and development expenses	49		51
Restructuring and asset impairment charges	14		5			25		15			Restructuring and asset impairment charges	2		11

Operating income	171		171			280		284			Operating income	61		109
Interest expense	18		21			36		42			Interest expense	16		18
Other non-operating income, net	3		2			5		5
Gain (loss) from sale of business	—		(2		)	1		(2		)
Other non-operating (expense) income, net											Other non-operating (expense) income, net	(3)		2
Gain from sale of business											Gain from sale of business	—		1
Income before taxes	156		150			250		245			Income before taxes	42		94
Income tax expense	17		35			32		51			Income tax expense	4		15
Net income	$	139	$	115		$	218	$	194		Net income	$	38	$	79

Earnings per share:											Earnings per share:
Basic	$	0.77	$	0.64		$	1.21	$	1.08		Basic	$	0.21	$	0.44
Diluted	$	0.77	$	0.64		$	1.20	$	1.07		Diluted	$	0.21	$	0.43
Weighted average number of shares:											Weighted average number of shares:
Basic	180.0		179.8			179.9		179.8			Basic	180.2		179.7
Diluted	181.2		181.0			181.1		181.2			Diluted	181.3		181.1

See accompanying notes to condensed consolidated financial statements.

XYLEM INC. AND SUBSIDIARIES

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

(in millions)


For the three months ended March 31,													For the three months ended March 31,	2020		2019
Net income													Net income	$	38	$	79
Other comprehensive (loss) income, before tax:													Other comprehensive (loss) income, before tax:
Foreign currency translation adjustment													Foreign currency translation adjustment	(78)		29
	Three Months						Six Months
For the period ended June 30,	2019			2018			2019			2018
Net income	$	139		$	115		$	218		$	194
Other comprehensive income, before tax:
Foreign currency translation adjustment	(18		)	(60		)	11			(52		)
Net change in derivative hedge agreements:													Net change in derivative hedge agreements:
Unrealized loss	—			(9		)	(9		)	(9		)	Unrealized loss	(2)		(9)
Amount of loss (gain) reclassified into net income	2			(1		)	4			(2		)
Amount of loss reclassified into net income													Amount of loss reclassified into net income	3		2
Net change in postretirement benefit plans:													Net change in postretirement benefit plans:

Amortization of prior service credit	(1		)	(1		)	(2		)	(2		)	Amortization of prior service credit	(1)		(1)
Amortization of net actuarial loss into net income	3			4			6			7			Amortization of net actuarial loss into net income	5		3
Settlement/Curtailment	—			—			—			1

Other comprehensive (loss) income, before tax	(14		)	(67		)	10			(57		)	Other comprehensive (loss) income, before tax	(73)		24
Income tax (benefit) expense related to items of other comprehensive income	(3		)	20			1			10
Income tax expense related to items of other comprehensive (loss) income													Income tax expense related to items of other comprehensive (loss) income	14		4
Other comprehensive (loss) income, net of tax	(11		)	(87		)	9			(67		)	Other comprehensive (loss) income, net of tax	(87)		20
Comprehensive income	$	128		$	28		$	227		$	127
Comprehensive (loss) income													Comprehensive (loss) income	$	(49)	$	99
Less: comprehensive loss attributable to noncontrolling interests													Less: comprehensive loss attributable to noncontrolling interests	(1)		—
Comprehensive (loss) income attributable to Xylem													Comprehensive (loss) income attributable to Xylem	$	(48)	$	99

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, 2020		December 31, 2019

ASSETS
Current assets:
Cash and cash equivalents	$	739	$	724
Receivables, less allowances for discounts, returns and doubtful accounts of $29 and $35 in 2020 and 2019, respectively	975		1,036
Inventories	573		539
Prepaid and other current assets	175		151

Total current assets	2,462		2,450
Property, plant and equipment, net	628		658
Goodwill	2,790		2,839
Other intangible assets, net	1,141		1,174
Other non-current assets	570		589
Total assets	$	7,591	$	7,710
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	506	$	597
Accrued and other current liabilities	619		628
Short-term borrowings and current maturities of long-term debt	459		276
Total current liabilities	1,584		1,501
Long-term debt	2,031		2,040
Accrued postretirement benefits	433		445
Deferred income tax liabilities	315		310
Other non-current accrued liabilities	407		447
Total liabilities	4,770		4,743
Commitments and contingencies (Note 18)
Stockholders’ equity:
Common Stock – par value $0.01 per share:
Authorized 750.0 shares, issued 194.4 shares and 193.9 shares in 2020 and 2019, respectively	2		2
Capital in excess of par value	2,004		1,991
Retained earnings	1,854		1,866
Treasury stock – at cost 14.5 shares and 13.7 shares in 2020 and 2019, respectively	(587)		(527)
Accumulated other comprehensive loss	(461)		(375)
Total stockholders’ equity	2,812		2,957
Non-controlling interests	9		10
Total equity	2,821		2,967
Total liabilities and stockholders’ equity	$	7,591	$	7,710

June 30,
2019 December 31,
2018

ASSETS
Current assets:
Cash and cash equivalents $ 383
$ 296
Receivables, less allowances for discounts and doubtful accounts of $31 and $35 in 2019 and 2018, respectively 1,096
1,031
Inventories 604
595
Prepaid and other current assets 175
172
Total current assets 2,258
2,094
Property, plant and equipment, net 661
656
Goodwill 2,999
2,976
Other intangible assets, net 1,211
1,232
Other non-current assets 545
264
Total assets $ 7,674
$ 7,222
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 539
$ 586
Accrued and other current liabilities 596
546
Short-term borrowings and current maturities of long-term debt 402
257
Total current liabilities 1,537
1,389
Long-term debt 2,051
2,051
Accrued postretirement benefits 396
400
Deferred income tax liabilities 305
303
Other non-current accrued liabilities 479
297
Total liabilities 4,768
4,440
Commitments and contingencies (Note 19)

Stockholders’ equity:
Common Stock – par value $0.01 per share:
Authorized 750.0 shares, issued 193.8 shares and 192.9 shares in 2019 and 2018, respectively 2
2
Capital in excess of par value 1,975
1,950
Retained earnings 1,770
1,639
Treasury stock – at cost 13.7 shares and 13.2 shares in 2019 and 2018, respectively (526 ) (487 )
Accumulated other comprehensive loss (327 ) (336 )
Total stockholders’ equity 2,894
2,768
Non-controlling interests 12
14
Total equity 2,906
2,782
Total liabilities and stockholders’ equity $ 7,674
$ 7,222

See accompanying notes to condensed consolidated financial statements.

XYLEM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


For the six months ended June 30,	2019			2018
For the three months ended March 31,							For the three months ended March 31,	2020		2019
Operating Activities							Operating Activities
Net income	$	218		$	194		Net income	$	38	$	79
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	58			58			Depreciation	29		29
Amortization	69			74			Amortization	35		35
Share-based compensation	16			16			Share-based compensation	8		9
Restructuring and asset impairment charges	25			15			Restructuring and asset impairment charges	2		11
(Gain) loss from sale of businesses	(1		)	2

Gain from sale of business							Gain from sale of business	—		(1)
Other, net	4			(7		)	Other, net	4		1
Payments for restructuring	(12		)	(12		)	Payments for restructuring	(8)		(4)
Changes in assets and liabilities (net of acquisitions):							Changes in assets and liabilities (net of acquisitions):
Changes in receivables	(68		)	(68		)	Changes in receivables	23		7
Changes in inventories	(10		)	(87		)	Changes in inventories	(54)		(25)
Changes in accounts payable	(23		)	54			Changes in accounts payable	(68)		(17)

Other, net	(70		)	(38		)	Other, net	(11)		(41)
Net Cash – Operating activities	206			201			Net Cash – Operating activities	(2)		83
Investing Activities							Investing Activities
Capital expenditures	(129		)	(111		)	Capital expenditures	(51)		(69)
Acquisitions of businesses, net of cash acquired	(18		)	(430		)	Acquisitions of businesses, net of cash acquired	—		(5)
Proceeds from sale of business	(2		)	—

Other, net	3			4			Other, net	3		(3)
Net Cash – Investing activities	(146		)	(537		)	Net Cash – Investing activities	(48)		(77)
Financing Activities							Financing Activities
Short-term debt issued, net	257			437			Short-term debt issued, net	193		50
Short-term debt repaid	(113		)	(54		)	Short-term debt repaid	(3)		—

Repurchase of common stock	(39		)	(58		)	Repurchase of common stock	(60)		(39)
Proceeds from exercise of employee stock options	8			4			Proceeds from exercise of employee stock options	5		4
Dividends paid	(87		)	(76		)	Dividends paid	(48)		(44)
Other, net	(1		)	(1		)

Net Cash – Financing activities	25			252			Net Cash – Financing activities	87		(29)
Effect of exchange rate changes on cash	2			(9		)	Effect of exchange rate changes on cash	(22)		2
Net change in cash and cash equivalents	87			(93		)	Net change in cash and cash equivalents	15		(21)
Cash and cash equivalents at beginning of year	296			414			Cash and cash equivalents at beginning of year	724		296
Cash and cash equivalents at end of period	$	383		$	321		Cash and cash equivalents at end of period	$	739	$	275
Supplemental disclosure of cash flow information:							Supplemental disclosure of cash flow information:
Cash paid during the period for:							Cash paid during the period for:
Interest	$	45		$	46		Interest	$	12	$	13
Income taxes (net of refunds received)	$	74		$	51		Income taxes (net of refunds received)	$	8	$	18

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 ~~three~~3 segments, Water Infrastructure, Applied Water and Measurement & Control Solutions. See Note ~~20,~~19, "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 ~~presentation~~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, ~~2018~~2019 ("~~2018~~2019 Annual Report") in preparing these unaudited condensed consolidated financial statements, with the exception of accounting standard updates described in Note 2. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes included in our ~~2018~~2019 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, postretirement obligations and assets, revenue recognition, income tax contingency accruals and valuation allowances, goodwill and indefinite lived intangible impairment testing, contingent liabilities and lease accounting. 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 2.2. Recently Issued Accounting Pronouncements

Recently Adopted Pronouncements ~~Not Yet Adopted~~

In June 2016, the FASB issued ~~guidance~~ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments," amending the accounting for the impairment of financial instruments, including trade receivables. Under ~~current~~previous guidance, credit losses ~~are~~were recognized when the applicable losses ~~have~~had a probable likelihood of occurring and this assessment iswas based on past events and current conditions. The amended current guidance eliminates the “probable” threshold and requires an entity to use a broader range of information, including forecast information when estimating expected credit losses. Generally, this should result in a more timely recognition of credit losses. This guidance is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted for interim and annual periods beginning after December 15, 2018. The requirements of the amended guidance should be applied using a modified retrospective approach

except for debt securities, which require a prospective transition approach. We ~~are evaluating the impact of the guidance on our financial condition and results of operations.~~

~~Recently Adopted Pronouncements~~

In August 2018, the Financial Accounting Standards Board (“FASB”) issued guidance regarding the accounting for implementation costs of a hosting arrangement that is a service contract. The guidance establishes the requirement to capitalize certain implementation costs incurred in a hosting arrangement that is a service contract, effectively aligning with the requirement to capitalize certain implementation costs incurred to develop or obtain internal-use software. This guidance is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted. The requirements of the amended guidance may be applied using either a retrospective or prospective approach. We adopted this guidance ~~prospectively~~ as of ~~April~~January 1, ~~2019. This~~2020. The adoption of this guidance did not have a material impact on our financial condition and results of operations.

In February 2016, the FASB issued guidance amending the accounting for leases. Specifically, the amended guidance requires all lessees to record a lease liability at lease inception, with a corresponding right of use ("ROU") asset, except for short-term leases. Lessor accounting is not fundamentally changed. This amended guidance is effective for interim and annual periods beginning after December 15, 2018 using a modified retrospective approach. Early adoption was permitted. We adopted this guidance as of January 1, 2019 using the modified retrospective approach whereby prior comparative periods were not retrospectively restated in the condensed consolidated financial statements. The adoption of the standard resulted in the recognition of ROU assets and lease liabilities of $267 million and $265 million, respectively, as well as deferred tax assets and deferred tax liabilities of $68 million, as of January 1, 2019, the date of initial application. The guidance did not have a material impact on our Condensed Consolidated Income Statements and Statements of Cash Flow. See Note 9, "Leases" for further details.

Note 3. Acquisitions and Divestitures

~~2019~~ Acquisitions

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 we spent approximately ~~$13~~$0 million and ~~$18~~$5 million, net of cash received on acquisition activity, respectively.

~~2018 Acquisitions and Divestitures~~

~~Pure Technologies Ltd.~~

On January 31, 2018, we acquired all the issued and outstanding shares of Pure Technologies Ltd. (“Pure”), a leader in intelligent leak detection and condition assessment solutions for water distribution networks for approximately $420 million, net of cash received. Acquisition costs of $4 million were reflected as a component of selling, general and administrative expenses in our Condensed Consolidated Income Statement for the year ended December 31, 2018.

~~Pure’s results of operations were consolidated with the Company effective February 1, 2018 and are reflected in the Measurement & Control Solutions segment.~~

~~The Pure purchase price allocation as of January 31, 2018 is shown in the following table:~~

(in millions) Amount
Cash $ 14
Receivables 23
Inventories 4
Prepaid and other current assets 2
Property, plant and equipment 22
Intangible assets 149
Other long-term assets 1
Accounts payable (3 )
Accrued and other current liabilities (12 )
Deferred income tax liabilities (25 )
Other non-current accrued liabilities (2 )
Total identifiable net assets 173

Goodwill 261
Total consideration $ 434

~~The fair values of Pure's assets and liabilities were determined based on estimates and assumptions which management believes are reasonable.~~

Goodwill arising from the acquisition consists largely of synergies and economies of scale expected from combining the operations of Pure and Xylem. All of the goodwill was assigned to the Measurement & Control Solutions segment and is not deductible for tax purposes.

The estimate of the fair value of Pure identifiable intangible assets was determined primarily using the “income approach,” which requires a forecast of all of the expected future cash flows either through the use of the multi-period excess earnings method or the relief-from-royalty method. Some of the more significant assumptions inherent in the development of intangible asset values include: the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows, the assessment of the intangible asset’s life cycle, as well as other factors. The following table summarizes key information underlying identifiable intangible assets related to the Pure acquisition:

Category Life Amount (in millions)
Customer Relationships 17 - 18 years $ 84
Technology 3 - 10 years 38
Tradenames 20 years 21
Internally Developed Software 3 years 6
Total $ 149

The following table summarizes, on an unaudited pro forma basis, the condensed combined results of operations of the Company for the three and six month periods ended June 30, 2018 assuming the acquisition of Pure was made on January 1, 2017:

(in millions) Three Months Ended June 30, 2018 Six Months Ended June 30, 2018

Revenue N/A $ 2,539
Net income N/A $ 191

The foregoing unaudited pro forma results are for informational purposes only and are not necessarily indicative of the actual results of operations that might have occurred had the acquisition occurred on January 1, 2017, nor are they necessarily indicative of future results. The pro forma financial information includes the impact of purchase accounting and other nonrecurring items directly attributable to the acquisition, which include:

•~~Amortization expense of acquired intangibles~~

~~Adjustments to the depreciation of property, plant and equipment reflecting the impact of the calculated fair value of those assets in accordance with purchase accounting~~

~~Adjustments to interest expense to remove historical Pure interest costs and reflect Xylem's current debt profile~~

•~~The related tax impact of the above referenced adjustments~~

~~The pro forma results do not include any cost savings or operational synergies that may be generated or realized due to the acquisition of Pure.~~

During the three months ended June 30, 2018 Pure had revenue and operating income of $26 million and less than $1 million, respectively. During the five months ended June 30, 2018 Pure had revenue and an operating loss of $42 million and $2 million, respectively.

~~Other Acquisition Activity~~

During the three months ended June 30, 2018 we had no acquisition activity. During the six months ended June 30, 2018 we spent approximately $10 million net of cash received on other acquisition activity.

Note 4. Revenue

Disaggregation of Revenue

The following table illustrates the sources of revenue:


	Three Months Ended
	March 31,
(in millions)	2020		2019
Revenue from contracts with customers	$	1,074	$	1,178
Lease Revenue	49		59
Total	$	1,123	$	1,237

Three Months Ended Six Months Ended
June 30, June 30,
(in millions) 2019 2018 2019 2018
Revenue from contracts with customers $ 1,281
$ 1,258
$ 2,459
$ 2,420
Lease Revenue 64
59
123
114
Total $ 1,345

$ 1,317
$ 2,582
$ 2,534

The following table reflects revenue from contracts with customers by application:


	Three Months Ended
	March 31,
(in millions)	2020		2019
Water Infrastructure
Transport	$	318	$	346
Treatment	71		77

Applied Water
Building Services	187		213
Industrial Water	151		166

Measurement & Control Solutions
Water	183		199
Energy	72		73
Software as a Service	21		24
Test	71		80

Total	$	1,074	$	1,178

Three Months Ended Six Months Ended
June 30, June 30,
(in millions) 2019 2018 2019 2018
Water Infrastructure
     Transport $ 396
$ 387
$ 742
$ 734
     Treatment 101
100
178
178

Applied Water
     Building Services 216
206
429
400
     Industrial Water 178
182
344
354

Measurement and Control Solutions
     Water 195
175
394
347
     Energy 85
84
158
164
     Software as a Service/Other 25
35
49
69
     Test 85
89
165
174

Total $ 1,281

$ 1,258
$ 2,459

$ 2,420

The following table reflects revenue from contracts with customers by geographical region:

Three Months Ended Six Months Ended
June 30, June 30,
(in millions) 2019 2018 2019 2018
Water Infrastructure
     United States $ 160
$ 135
$ 293
$ 248
     Europe 179
191
339
368
     Emerging Markets & Other 158
161
288
296

Applied Water
     United States 212
198
413
386
     Europe 92
100
186
198
     Emerging Markets & Other 90
90
174
170

Measurement and Control Solutions
     United States 252
230
488
436
     Europe 64
71
136
155
     Emerging Markets & Other 74
82
142
163

Total $ 1,281

$ 1,258
$ 2,459

$ 2,420


	Three Months Ended
	March 31,
(in millions)	2020		2019
Water Infrastructure
United States	$	121	$	133
Europe	157		160
Asia Pacific	59		74
Other	52		56

Applied Water
United States	191		201
Europe	82		94
Asia Pacific	24		39
Other	41		45

Measurement & Control Solutions
United States	221		236
Europe	74		72
Asia Pacific	22		31
Other	30		37

Total	$	1,074	$	1,178

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, 2019	$	96	$	113
Additions, net	39		46
Revenue recognized from opening balance	—		(45)
Billings	(32)		—




Other	11		2
Balance at March 31, 2019	$	114	$	116

Balance at January 1, 2020	$	106	$	135
Additions, net	42		54
Revenue recognized from opening balance	—		(47)
Billings	(38)		—




Other	(4)		(4)
Balance at March 31, 2020	$	106	$	138

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

(in millions) Contract Assets (a) Contract Liabilities
Balance at January 1, 2018 $ 89
$ 107
  Additions, net 51
86
  Revenue recognized from opening balance —
(74 )
  Billings (54 ) —
  Other (3 ) (5 )
Balance at June 30, 2018 $ 83
$ 114

Balance at January 1, 2019 $ 96
$ 113
  Additions, net 55
84
  Revenue recognized from opening balance —
(66 )
  Billings (50 ) —
  Other 10
—
Balance at June 30, 2019 $ 111
$ 131


~~(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 ~~June 30, 2019,~~March 31, 2020, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied for contracts with performance obligations, amount to ~~$340~~$380 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 5. 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 based on the economic environment and customer demand.~~ourselves. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2020, we recognized restructuring charges of $2 million. We incurred these charges primarily as a continuation of our efforts to reposition our European and North American businesses to optimize our cost structure and improve our operational efficiency and effectiveness. The charges included the reduction of headcount within our Water Infrastructure segment.

During the three months ended March 31, 2019, we recognized restructuring charges of ~~$14 million and $22 million, respectively.~~$8 million. We incurred these charges primarily as a continuation of our efforts to reposition our European and North American businesses to optimize our cost structure and improve our operational efficiency and effectiveness. The charges included the reduction of headcount and consolidation of facilities within our Measurement & Control Solutions and Water Infrastructure segments, as well as headcount reductions within our Applied Water segment.

During the three and six months ended June 30, 2018, we recognized restructuring charges of $5 million and $15 million, respectively. We incurred these charges primarily as a continuation of our efforts to reposition our European and North American businesses to optimize our cost structure and improve our operational efficiency and effectiveness. The charges included the reduction of headcount and consolidation of facilities within our Measurement & Control Solutions and Water Infrastructure segments, as well as headcount reductions within our Applied Water segment.

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


	Three Months Ended
	March 31,
(in millions)	2020		2019
By component:
Severance and other charges	$	2	$	7
Lease related charges	—		1


Total restructuring charges	$	2	$	8
Asset impairment	—		3
Total restructuring and asset impairment charges	$	2	$	11

By segment:
Water Infrastructure	$	2	$	4
Applied Water	—		—
Measurement & Control Solutions	—		7

Three Months Ended Six Months Ended
June 30, June 30,
(in millions) 2019 2018 2019 2018
By component:
Severance and other charges $ 13
$ 5
$ 20
$ 14
Lease related charges —
—
1
1
Other restructuring charges 1
—
1
—
Total restructuring charges $ 14
$ 5
$ 22
$ 15
Asset impairment —
—
3
—
Total restructuring and asset impairment charges $ 14
$ 5
$ 25
$ 15

By segment:
Water Infrastructure $ 7
$ 3
$ 11
$ 6
Applied Water 2
—
2
1
Measurement & Control Solutions 5
2
12
8

The following table displays a ~~rollforward~~roll-forward of the restructuring accruals, presented on our Condensed Consolidated Balance Sheets within ~~accrued~~"accrued and other current ~~liabilities,~~liabilities" and "other non-current accrued liabilities", for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 and ~~2018:~~2019:


(in millions)	2020		2019
Restructuring accruals - January 1	$	27	$	5
Restructuring charges	2		8
Cash payments	(8)		(4)
Foreign currency and other	(1)		—
Restructuring accruals - March 31	$	20	$	9

By segment:
Water Infrastructure	$	1	$	2
Applied Water	1		—
Measurement & Control Solutions	17		4
Regional selling locations (a)	1		3

(in millions) 2019 2018
Restructuring accruals - January 1 $ 5
$ 7
Restructuring charges 22
15
Cash payments (12 ) (12 )
Foreign currency and other (1 ) —
Restructuring accruals - June 30 $ 14
$ 10

By segment:
Water Infrastructure $ 4
$ 2
Applied Water 2
1
Measurement & Control Solutions 5
4
Regional selling locations (a) 3
2
Corporate and other —
1

(a)


~~(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 is a rollforward for the six months ended June 30, 2019 and 2018 of employee position eliminations~~ associated with restructuring ~~activities:~~expense were not allocated to the segments.

2019 2018
Planned reductions - January 1 69
47
Additional planned reductions 350
155
Actual reductions and reversals (298 ) (103 )
Planned reductions - June 30 121
99

The following table presents expected restructuring spend for actions commenced as of ~~June 30, 2019:~~March 31, 2020:

(in millions) Water Infrastructure Applied Water Measurement & Control Solutions Corporate Total
Actions Commenced in 2019:
Total expected costs $ 17

$ 4

$ 8

$ —
$ 29
Costs incurred during Q1 2019 3

—

3

—
6
Costs incurred during Q2 2019 7

2

5

—
14
Total expected costs remaining $ 7

$ 2

$ —

$ —

$ 9

Actions Commenced in 2018:
Total expected costs $ 8

$ 1

$ 7

$ —
$ 16
Costs incurred during 2018 7

1

7

—
15
Costs incurred during Q1 2019 1

—

—

—
1
Costs incurred during Q2 2019 —

—

—

—
—
Total expected costs remaining $ —

$ —

$ —

$ —

$ —

Actions Commenced in 2017:
Total expected costs $ 16
$ 8
$ 4
$ —
$ 28
Costs incurred during 2017 5
4
2
—
11
Costs incurred during 2018 2
1
1
—
4
Costs incurred during Q1 2019 —
—
1
—
1
Costs incurred during Q2 2019 —
—
—
—
—
Total expected costs remaining $ 9

$ 3

$ —

$ —

$ 12


(in millions)	Water Infrastructure		Applied Water		Measurement & Control Solutions		Total
Actions Commenced in 2020:
Total expected costs	$	1	$	—	$	—	$	1
Costs incurred during Q1 2020	1		—		—		1
Total expected costs remaining	$	—	$	—	$	—	$	—

Actions Commenced in 2019:
Total expected costs	$	20	$	5	$	27	$	52
Costs incurred during 2019	18		5		27		50
Costs incurred during Q1 2020	1		—		—		1

Total expected costs remaining	$	1	$	—	$	—	$	1









Actions Commenced in 2017:
Total expected costs	$	12	$	7	$	4	$	23
Costs incurred during 2017	5		4		2		11
Costs incurred during 2018	2		1		1		4
Costs incurred during 2019	1		—		1		2

Costs incurred during Q1 2020	—		—		—		—
Total expected costs remaining	$	4	$	2	$	—	$	6

The Water Infrastructure actions commenced in 2020 consist primarily of severance charges and are substantially complete. The Water Infrastructure, Applied Water, and Measurement & Control Solutions actions commenced in 2019 consist primarily of severance ~~charges and are expected to continue through the end of 2019.~~charges. The ~~Water Infrastructure,~~ Applied Water and Measurement & Control Solutions actions ~~commenced in 2018 consist primarily~~are complete and the Water Infrastructure actions are expected to continue through the fourth quarter of ~~severance charges and are complete.~~2020. The Water Infrastructure, Applied Water and Measurement & Control Solutions actions commenced in 2017 consist primarily of severance ~~charges~~charges. The Measurement & Control Solutions actions are complete and the Water Infrastructure and Applied Water actions are expected to continue through ~~the fourth quarter of 2020.~~2021.

Asset Impairment

During the first quarter of 2019 we determined that certain assets within our Measurement ~~and~~& Control Solutions segment, including a customer relationship, were impaired. Accordingly we recognized an impairment charge of $3 million. Refer to Note 10,9, "Goodwill and Other Intangible Assets," for additional information.

Note 6. 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 ~~June 30, 2019~~March 31, 2020 was ~~$17~~$4 million resulting in an effective tax rate of ~~10.5%~~10.0%, compared to ~~$35~~a $15 million charge resulting in an effective tax rate of ~~23.2%~~16.6% for the same period in 2018. The income tax provision for the six months ended June 30, 2019 was $32 million resulting in an effective tax rate of 12.8%, compared to $51 million resulting in an effective tax rate of 20.8% for the same period in 2018. 2019. The effective tax rate for the three ~~and six~~ month ~~periods~~period ended ~~June 30, 2019~~March 31, 2020 differs from the United States federal statutory rate primarily due to the mix of earnings in jurisdictions, partially offset by the Global Intangible Low-Taxed Income ("GILTI") inclusion. Additionally, the effective tax rate for the three month period ended March 31, 2020 is lower than the same ~~periods~~period in ~~2018 primarily~~2019 due to ~~changes in~~the relative impact of the benefit from favorable equity compensation deductions on the effective tax ~~law in Switzerland in 2019 offset in part by the settlement of tax examinations in 2018.~~

rate.

Unrecognized Tax Benefits

We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities or litigation, 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 ~~June 30, 2019~~March 31, 2020 was ~~$127~~$128 million, as compared to ~~$136~~$129 million at December 31, ~~2018,~~2019, which if ultimately recognized will reduce our effective tax rate. We believe that it is reasonably possible that the unrecognized tax benefits will be reduced by approximately $3$4 million within the next 12 months as a result of the expiration of certain statutes of limitations. We classify interest expense relating to unrecognized tax benefits as a component of other non-operating expense, net, and tax penalties as a component of income tax expense in our Condensed Consolidated Income Statements. As of ~~June 30, 2019,~~March 31, 2020, we had $8$9 million of interest accrued for unrecognized tax benefits.

~~In June~~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. ~~In July 2019,~~ 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 ~~intends to~~is vigorously ~~defend~~defending our position through litigation. ~~At this time,~~As of March 31, 2020, we have not recorded any unrecognized tax benefits related to this uncertain tax position.

Note 7.7. 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,
	2020		2019
Net income (in millions)	$	38	$	79
Shares (in thousands):
Weighted average common shares outstanding	180,154		179,720
Add: Participating securities (a)	25		26
Weighted average common shares outstanding — Basic	180,179		179,746
Plus incremental shares from assumed conversions: (b)
Dilutive effect of stock options	725		835
Dilutive effect of restricted stock units and performance share units	390		532

Weighted average common shares outstanding — Diluted	181,294		181,113
Basic earnings per share	$	0.21	$	0.44
Diluted earnings per share	$	0.21	$	0.43

(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 15, "Share-Based Compensation Plans", to the condensed consolidated financial statements for further detail on the performance share units.

Three Months Ended Six Months Ended
June 30, June 30,
2019 2018 2019 2018
Net income (in millions) $ 139
$ 115
$ 218
$ 194
Shares (in thousands):
Weighted average common shares outstanding 179,964
179,770
179,842
179,814
Add: Participating securities (a) 35
35
30
29
Weighted average common shares outstanding — Basic 179,999
179,805
179,872
179,843
Plus incremental shares from assumed conversions: (b)
Dilutive effect of stock options 832
886
834
907
Dilutive effect of restricted stock units and performance share units 322
351
427
453
Weighted average common shares outstanding — Diluted 181,153
181,042
181,133
181,203
Basic earnings per share $ 0.77
$ 0.64
$ 1.21
$ 1.08
Diluted earnings per share $ 0.77
$ 0.64
$ 1.20
$ 1.07


~~(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 16, "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)	2020	2019
Stock options	1,367	1,394
Restricted stock units	314	348
Performance share units	285	472

Three Months Ended Six Months Ended
June 30, June 30,
(in thousands) 2019 2018 2019 2018
Stock options 1,418
1,360
1,406
1,289
Restricted stock units 382
385
365
339
Performance share units 455
517
463
527

Note 8. Inventories

The components of total inventories are summarized as follows:


(in millions)	March 31, 2020		December 31, 2019
Finished goods	$	228	$	212
Work in process	51		47
Raw materials	294		280
Total inventories	$	573	$	539

(in millions) June 30,
2019 December 31,
2018
Finished goods $ 243
$ 248
Work in process 54
45
Raw materials 307
302
Total inventories $ 604
$ 595

~~Note 9. Leases~~

~~As discussed in Note 2, “Recently Issued Accounting Pronouncements,” Xylem adopted the new guidance on accounting for leases.~~

~~Leasing Arrangements~~

We lease certain offices, manufacturing buildings, transportation equipment, machinery, computers and other equipment. Our most significant lease liabilities relate to real estate leases. These leases include renewal, termination or purchase options, and we have assessed these to determine whether it is reasonably certain for us to exercise any of the previously mentioned options. All periods relating to options that are reasonably certain to be exercised have been included in the lease term of the respective leases.

We have recorded ROU assets for lease arrangements that are reasonably certain to extend beyond 12 months. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. The implicit rate within our leases is generally not determinable, and we use our incremental borrowing rate at the lease commencement date to determine the net present value of lease payments. The determination of the appropriate incremental borrowing rate requires judgment. We determine the appropriate incremental borrowing rate for each lease using our current borrowing rate, adjusted for various factors including geographic region, level of collateralization and term, to align with the term of the underlying lease.

Many of our leases are subject to payment adjustments to reflect annual changes in price indexes, such as the Consumer Price Index. While associated lease liabilities are not re-measured as a result of changes in the applicable price indexes, changes to required lease payments are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.

Leases with a lease term of 12 months or less, including renewal options that are reasonably certain to be exercised, that also do not include an option to purchase the underlying asset that is reasonably certain of exercise, are not recorded on the balance sheet. Instead, lease payments for these leases are recognized as a lease cost on a straight-line basis over the lease term.

We elected the package of practical expedients, which among other things, does not require reassessment of lease classification. Additionally, we have made an accounting policy election whereby we chose not to separate non-lease components from lease components in agreements in all leases which we are the lessee.

We did not identify any events or conditions during the three and six month periods ended June 30, 2019 to indicate that a reassessment or re-measurement of our existing leases was required. There were also no

impairment indicators identified during the three and six month periods ended June 30, 2019 that required an impairment test for the Company’s ROU assets or other long-lived assets in accordance with ASC 360-10.

Our current lease liabilities of $63 million are included in "Accrued and other current liabilities" and our non-current lease liabilities of $193 million are included in "Other non-current accrued liabilities" as of June 30, 2019. Our ROU asset balances are included in "Other non-current assets". The net balance of our ROU assets as of June 30, 2019 was $257 million. These balances include an immaterial amount related to finance leases.

~~The components of our lease cost were as follows:~~

(in millions)
Three Months Ended
June 30, 2019

Six Months Ended
June 30, 2019
Lease cost
     Operating lease cost $ 20
$ 38
      Short-term lease cost 2
5
      Variable lease cost 4
10
Total lease cost $ 26
$ 53

~~The supplemental cash flow information related to leases are as follows:~~

(in millions)
Six Months Ended
June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 37

Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 16

~~Information relating to the lease term and discount rate are as follows:~~



	~~Six Months Ended~~ ~~June 30, 2019~~
~~Weighted-average remaining lease term (years)~~
~~Operating leases~~	6

~~Weighted-average discount rate~~
~~Operating leases~~	~~2.7%~~

~~As of June 30, 2019, the maturities of operating lease liabilities were as follows:~~

(in millions)
2019 $ 36
2020 61
2021 45
2022 33
2023 25
2024 20
Thereafter 57
Total lease payments 277
Less: Imputed interest (22 )
Total $ 255

~~Disclosures related to periods prior to adoption of the New Lease Standard as reported and provided in our December 31, 2018 Form 10-K.~~

~~As of December 31, 2018, we were obligated to make minimum future rental payments under operating leases as follows:~~

(in millions)
2019 $ 76
2020 61
2021 43
2022 33
2023 22
Thereafter 64
Total lease payments 299

~~Lessor arrangements~~

In addition to manufacturing and selling equipment, we also lease out equipment to customers in exchange for consideration. These arrangements are generally short term in nature and predominantly involve the rental of pumps and accessories within the Water Infrastructure segment. Rental arrangements generally do not provide the customer the right to purchase the equipment as Xylem’s strategy is to rent these items over their useful lives. Customers may be billed based on daily, weekly or monthly rates depending on the expected rental period. We assessed that these arrangements constitute a lease under ASC 842, and have recognized them as operating leases. In situations where arrangements contain both the sale of products and a leasing component, contract consideration is allocated based on relative standalone selling price.

Total revenue from lease arrangements were $64 million and $123 million for the three and six month periods ended June 30, 2019. Our gross assets available for rent and related accumulated amortization were $262 million and $169 million, respectively, as of June 30, 2019. Depreciation expense for these assets were $7 million and $14 million for the three and six month periods ended June 30, 2019.

Note 10.9. Goodwill and Other Intangible Assets

Goodwill

Changes in the carrying value of goodwill by reportable segment for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 are as follows:

(in millions)
Water
Infrastructure
Applied Water Measurement & Control Solutions Total
Balance as of January 1, 2019 $ 653
$ 516
$ 1,807
$ 2,976
Activity in 2019
Divested/Acquired —
—
19
19
Foreign currency and other —
—
4
4
Balance as of June 30, 2019 $ 653
$ 516
$ 1,830
$ 2,999


(in millions)	Water Infrastructure		Applied Water		Measurement & Control Solutions		Total
Balance as of January 1, 2020	$	651	$	513	$	1,675	$	2,839
Activity in 2020


Foreign currency and other	(13)		(5)		(31)		(49)
Balance as of March 31, 2020	$	638	$	508	$	1,644	$	2,790

Other Intangible Assets

Information regarding our other intangible assets is as follows:

June 30, 2019 December 31, 2018
(in millions)
Carrying
Amount

Accumulated
Amortization

Net
Intangibles

Carrying
Amount

Accumulated
Amortization

Net
Intangibles
Customer and distributor relationships $ 947
$ (318 ) $ 629
$ 951
$ (286 ) $ 665
Proprietary technology and patents 205
(101 ) 104
198
(93 ) 105
Trademarks 149
(46 ) 103
148
(41 ) 107
Software 392
(185 ) 207
355
(164 ) 191
Other 21
(19 ) 2
24
(19 ) 5
Indefinite-lived intangibles 166
—
166
159
—
159
Other Intangibles $ 1,880
$ (669 ) $ 1,211
$ 1,835
$ (603 ) $ 1,232


	March 31, 2020										December 31, 2019
(in millions)	Carrying Amount		Accumulated Amortization		Net Intangibles		Carrying Amount		Accumulated Amortization		Net Intangibles
Customer and distributor relationships	$	931	$	(361)	$	570	$	945	$	(352)	$	593
Proprietary technology and patents	200		(113)		87		204		(111)		93
Trademarks	145		(54)		91		148		(52)		96
Software	442		(215)		227		428		(206)		222
Other	17		(16)		1		20		(16)		4
Indefinite-lived intangibles	165		—		165		166		—		166
Other Intangibles	$	1,900	$	(759)	$	1,141	$	1,911	$	(737)	$	1,174

Amortization expense related to finite-lived intangible assets was ~~$34~~$35 million and ~~$69~~$35 million for the three month periods ended March 31, 2020 and ~~six months ended June 30,~~ 2019, ~~respectively, and $36 million and $74 million for the three and six months ended June 30, 2018,~~ respectively.

During the first quarter of 2019, we determined that the intended use of a ~~finite lived~~finite-lived customer relationship within the test application of our Measurement ~~and~~& Control Solutions segment had changed. Accordingly we recorded a $3

million impairment charge. The charge was calculated using the income approach ~~which is considered a Level 3 input for fair value measurement,~~ and is reflected in “Restructuring and asset impairment charges” in our Condensed Consolidated Income Statements.

Note ~~11.~~10. 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 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 ~~$247~~$376 million and ~~$506~~$0 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. As of ~~June 30, 2019,~~March 31, 2020, 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 ~~$97~~$151 million, ~~$77~~$117 million, ~~$25~~$38 million, ~~$18~~$24 million, ~~$15~~$23 million and $11 million, respectively. As of December 31, 2018, the purchased notional amounts associated with these currency derivatives were $191 million, $168 million, $52 million, $37 million, $29 million and $22$18 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 Swaps

Beginning in 2015, we entered into cross currency swaps to manage our exposure to fluctuations in the Euro-U.S. Dollar exchange rate. During ~~the second quarter of~~ 2019 we entered into additional cross currency swaps. The total notional amount of derivative instruments designated as net investment hedges was ~~$729~~$702 million and ~~$426~~$714 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, 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 ~~$565~~$544 million and ~~$566~~$554 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, 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)	2020		2019
Cash Flow Hedges
Foreign Exchange Contracts
Amount of (loss) recognized in OCI	$	(2)	$	(9)
Amount of loss reclassified from OCI into revenue	2		1
Amount of loss reclassified from OCI into cost of revenue	1		1

Net Investment Hedges
Cross Currency Swaps
Amount of gain recognized in OCI	$	45	$	7
Amount of income recognized in Interest Expense	4		3
Foreign Currency Denominated Debt
Amount of gain recognized in OCI	$	10	$	7

Three Months Ended Six Months Ended
June 30, June 30,
(in millions) 2019 2018 2019 2018
Cash Flow Hedges
Foreign Exchange Contracts
Amount of (loss) recognized in OCI (a) $ —
$ (9 ) $ (9 ) $ (9 )
Amount of (gain) loss reclassified from OCI into revenue (a) 1
(1 ) 2
(2 )
Amount of loss reclassified from OCI into cost of revenue (a) 1
—
2
—

Net Investment Hedges
Cross Currency Swaps
Amount of gain (loss) recognized in OCI (a) $ (8 ) $ 36
$ (1 ) $ 13
Amount of income recognized in Interest Expense 4

—

$ 7

$ —
Foreign Currency Denominated Debt
Amount of gain (loss) recognized in OCI (a) $ (6 ) $ 42
$ 1
$ 19


~~(a)~~	~~Effective portion~~

As of ~~June 30, 2019, $6~~March 31, 2020, $2 million of net losses on cash flow hedges are expected to be reclassified into earnings in the next 12 months. The ineffective portion of a cash flow hedge is recognized immediately in Selling, general and administrative expenses in the Condensed Consolidated Income Statements and was not material for the three and six months ended June 30, 2019 and 2018.

As of ~~June 30, 2019,~~March 31, 2020, no gains or losses on the net investment hedges are expected to be reclassified into earnings over their duration. ~~The net investment hedges did not experience any ineffectiveness for the three and six months ended June 30, 2019.~~

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 foreign exchange contracts currently included in our hedging program designated as hedging instruments were as follows:

(in millions) June 30,
2019 December 31,
2018
Derivatives designated as hedging instruments
Assets
Cash Flow Hedges
Other current assets $ —
$ 3
Liabilities
Cash Flow Hedges
Other current liabilities $ (5 ) $ (1 )
Net Investment Hedges
Other non-current accrued liabilities $ (45 ) $ (46 )


(in millions)	March 31, 2020		December 31, 2019
Derivatives designated as hedging instruments
Assets
Cash Flow Hedges
Other current assets	$	6	$	—
Net Investment Hedges
Other non-current assets	$	29	$	4
Liabilities
Cash Flow Hedges
Other current liabilities	$	(9)	$	—
Net Investment Hedges
Other non-current accrued liabilities	$	(2)	$	(24)

The fair value of our long-term debt, due in 2023, designated as a net investment hedge was ~~$608~~$565 million and ~~$599~~$591 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

Note ~~12.~~11. Accrued and Other Current Liabilities

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


(in millions)	June 30, 2019		December 31, 2018		(in millions)	March 31, 2020		December 31, 2019
Compensation and other employee benefits	$	177	$	194	Compensation and other employee benefits	$	177	$	199
Customer-related liabilities	144		129		Customer-related liabilities	155		153
Accrued taxes	77		85		Accrued taxes	73		79
Lease liabilities	63		—		Lease liabilities	56		61
Accrued warranty costs	37		44		Accrued warranty costs	50		36
Other accrued liabilities	98		94		Other accrued liabilities	108		100
Total accrued and other current liabilities	$	596	$	546	Total accrued and other current liabilities	$	619	$	628

Note ~~13.~~12. Credit Facilities and Debt

Total debt outstanding is summarized as follows:


(in millions)	June 30, 2019			December 31, 2018			(in millions)	March 31, 2020		December 31, 2019

4.875% Senior Notes due 2021 (a)	$	600		$	600		4.875% Senior Notes due 2021 (a)	$	600	$	600
2.250% Senior Notes due 2023 (a)	569			570			2.250% Senior Notes due 2023 (a)	547		557
3.250% Senior Notes due 2026 (a)	500			500			3.250% Senior Notes due 2026 (a)	500		500
4.375% Senior Notes due 2046 (a)	400			400			4.375% Senior Notes due 2046 (a)	400		400
Commercial paper	259			—			Commercial paper	268		276
Term loan	143			257

Other							Other	191		—
Debt issuance costs and unamortized discount (b)	(18		)	(19		)	Debt issuance costs and unamortized discount (b)	(16)		(17)

Total debt	2,453			2,308			Total debt	2,490		2,316
Less: short-term borrowings and current maturities of long-term debt	402			257			Less: short-term borrowings and current maturities of long-term debt	459		276
Total long-term debt	$	2,051		$	2,051		Total long-term debt	$	2,031	$	2,040

~~(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 $632 million and $620 million as of June 30, 2019 and December 31, 2018, respectively. The fair value of our Senior Notes due 2023 was $608 million and $599 million as of June 30, 2019 and December 31, 2018, respectively. The fair value of our Senior Notes due 2026 was $506 million and $476 million as of June 30, 2019 and December 31, 2018, respectively. The fair value of our Senior Notes due 2046 was $421 million and $397 million as of June 30, 2019 and December 31, 2018, respectively.


~~(b)~~	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.

(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 $640 million and $629 million as of March 31, 2020 and December 31, 2019, respectively. The fair value of our Senior Notes due 2023 was $565 million and $591 million as of March 31, 2020 and December 31, 2019, respectively. The fair value of our Senior Notes due 2026 was $533 million and $518 million as of March 31, 2020 and December 31, 2019, respectively. The fair value of our Senior Notes due 2046 was $400 million and $431 million as of March 31, 2020 and December 31, 2019, respectively.

(b)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 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, subject to exceptions, to incur debt secured by liens and engage in sale and leaseback transactions, as well as provide for customary events of default (subject, in certain cases, to receipt of notice of default and/or customary grace and cure periods). 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 beginning on May 1, 2017. As of ~~June 30, 2019,~~March 31, 2020, we are in compliance with all covenants for the Senior Notes.

Credit Facilities

~~2015 Five-Year Revolving Credit Facility~~

Effective March 27, 2015, Xylem entered into a Five-Year Revolving Credit Facility (the "2015 Credit Facility") with Citibank, N.A., as Administrative Agent, and a syndicate of lenders. The 2015 Credit Facility provided for an aggregate principal amount of up to $600 million of: (i) revolving extensions of credit (the "revolving loans")

outstanding at any time and (ii) the issuance of letters of credit in a face amount not in excess of $100 million outstanding at any time. The 2015 Credit Facility provided for increases of up to $200 million for a maximum aggregate principle amount of $800 million in aggregate principal amount at our request and with the consent of the institutions providing such increased commitments. On March 5, 2019 Xylem terminated the 2015 Credit Facility among the Company, certain lenders and Citibank, N.A. as Administrative Agent.

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,~~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 ~~an accordion option for~~ 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 score. 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.~~Xylem (as adjusted for the Environmental, Social and Governance score).

The 2019 Credit ~~facility~~Facility requires that Xylem maintain a consolidated total debt to consolidated EBITDA ratio, which will be based on the last four fiscal quarters, and in addition 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 ~~Agreement~~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 ~~Agreement.~~Facility. As of ~~June 30, 2019,~~March 31, 2020, the 2019 Credit Facility was undrawn and we are in compliance with all 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 ~~Five-Year Revolving~~ Credit Facility. As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, 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 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 ~~$569~~$547 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 ~~June 30,~~March 31, 2020 and December 31, 2019, ~~$259~~$268 million and $276 million of the Company's Euro commercial paper program was outstanding, respectively, at a weighted average interest rate of ~~(0.22)~~(0.21)%. We have the ability to continue borrowing under this program going forward in in future periods.

~~Term Loan Facility~~

Other Borrowings

Effective October 20, 2016, Xylem entered into an uncommitted short term facility with SEB Bank. The line of credit provides for an aggregate principal amount of up to €110 million (approximately $120 million). The full amount of €100M has been drawn on March 19, 2020 at an interest rate of 0.70% for a duration of three months with a maturity date on June 19, 2020. As of March 31, 2020 and December 31, 2019, $120 million and $0 million were outstanding under the uncommitted short term facility, respectively.

Effective November 29, 2019, Xylem entered into an uncommitted short term facility with BGL BNP Paribas Bank. The line of credit provides for an aggregate principal amount of up to €65 million (approximately $71 million). The full amount of €65M has been drawn on March 19, 2020 at an interest rate of 1.25% for a duration of three months with a maturity date in June 19, 2020. No amounts were outstanding previously under the BGL BNP Paribas Bank short term facility.

Subsequent Events

On ~~January 26, 2018,~~April 25, 2020, the Company’s subsidiary, Xylem Europe GmbH (the “borrower”) entered into a 12-month ~~€225~~€100 million (approximately ~~$256~~$109 million) term loan facility ~~(the “Term Facility”) at an interest rate~~the terms of ~~0.45% in~~ which ~~the terms~~ are set forth in a ~~Term Loan Agreement,~~term loan agreement, among the borrower, the Company, as parent guarantor and ING Bank. The Company has entered into a ~~parental~~parent guarantee in favor of ING Bank also dated ~~January 26, 2018~~April 25, 2020 to secure all present and future obligations of the borrower under the Term Loan Agreement. Borrowings accrue interest at a rate equal to the EURIBOR or a replacement base rate, plus an applicable margin based on Xylem's credit rating. Xylem will also pay quarterly fees whether such commitment is used or unused. To date none of the ING Bank term facility has been drawn down upon.

On April 30, 2020, the Company entered into a 12-month $50 million term loan facility the terms of which are set forth in a term loan agreement among the Company and Australia and New Zealand Banking Group Limited. Borrowings accrue interest at a rate equal to an adjusted LIBOR rate plus 1.50%.The ~~Term Facility was used to partially fund the acquisition~~full amount of ~~Pure Technologies Ltd in 2018 and the maturity date~~$50 million has ~~since~~ been drawn down upon on April 30, 2020.

~~extended through February 2020. As of June 30, 2019 and December 31, 2018, $143 million and $257 million were outstanding under the Term Facility, respectively.~~

Note ~~14.~~13. Postretirement Benefit Plans

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

Three Months Ended Six Months Ended
June 30, June 30,
(in millions) 2019 2018 2019 2018
Domestic defined benefit pension plans:
Service cost $ —
$ 1
$ 1
$ 2
Interest cost 1
1
2
2
Expected return on plan assets (2 ) (1 ) (4 ) (3 )
Amortization of net actuarial loss 1
—
1
1
Net periodic benefit cost $ —
$ 1
$ —
$ 2
International defined benefit pension plans:
Service cost $ 2
$ 3
$ 5
$ 5
Interest cost 5
5
10
10
Expected return on plan assets (9 ) (10 ) (18 ) (19 )
Amortization of net actuarial loss 2
3
4
5
Settlement/Curtailment —
—
—
1
Net periodic benefit cost $ —
$ 1
$ 1
$ 2
Total net periodic benefit cost $ —
$ 2
$ 1
$ 4


	Three Months Ended
	March 31,
(in millions)	2020		2019
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		—
Net periodic benefit cost	$	1	$	—
International defined benefit pension plans:
Service cost	$	3	$	3
Interest cost	4		5
Expected return on plan assets	(4)		(9)

Amortization of net actuarial loss	3		2

Net periodic benefit cost	$	6	$	1
Total net periodic benefit cost	$	7	$	1

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

The total net periodic benefit cost for other postretirement employee benefit plans was less than $1 million ~~for both the three and six months ended June 30, 2019,~~ including net credits recognized into other comprehensive income ~~("OCI")~~ of ~~$1 million for both the three and six months ended June 30, 2019. The total net periodic benefit cost for other postretirement employee benefit plans was~~ less than $1 million for ~~both~~ the three ~~and six~~ months ended ~~June 30, 2018, including net credits recognized in OCI of less than $1 million~~March 31, 2020 and ~~$1 million, respectively, for the three and six months ended June 30, 2018.~~March 31, 2019, respectively.

We contributed $9$12 million and ~~$12~~$5 million to our defined benefit plans during the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. Additional contributions ranging between approximately $8$10 million and ~~$14~~$20 million are expected during the remainder of ~~2019.~~2020.

During Q1 2020, the Company purchased a bulk annuity policy with an insurance company for its largest defined benefit plan in the UK, 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 2021. Included in the Company's Q1 contributions is $5 million paid to meet the shortfall between the cost of the bulk annuity policy and the plan assets. As a result of the change in assets from a mix of equities and bonds to the bulk annuity, the plan's expected rate of return on assets was reduced to 1.00% at December 31, 2019. The rate at December 31, 2018 was 7.25%. On January 27, 2020, the plan's assets of $336 million were transferred to the insurance company for the purchase of the bulk annuity.

Note ~~15.~~14. Equity

The following table shows the changes in stockholders' equity for the ~~six~~three months ended ~~June 30, 2019:~~March 31, 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
Income (Loss) Treasury Stock Non-Controlling Interest Total
Balance at January 1, 2019 $ 2
$ 1,950
$ 1,639
$ (336 ) $ (487 ) $ 14
$ 2,782
Sale of business (2 ) (2 )
Net income 79
79
Other comprehensive income, net 20
20
Dividends declared ($0.24 per share) (44 ) (44 )
Stock incentive plan activity 12
(14 ) (2 )
Repurchase of common stock (25 ) (25 )
Balance at March 31, 2019 $ 2
$ 1,962
$ 1,674
$ (316 ) $ (526 ) $ 12
$ 2,808
Net income 139
139
Other comprehensive loss, net (11 ) (11 )
Dividends declared ($0.24 per share) (43 ) (43 )
Stock incentive plan activity 13
—
13
Balance at June 30, 2019 $ 2
$ 1,975
$ 1,770
$ (327 ) $ (526 ) $ 12
$ 2,906

The following table shows the changes in stockholders' equity for the ~~six~~three months ended ~~June 30, 2018:~~March 31, 2019:


																				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, 2019																			Balance at January 1, 2019	$	2	$	1,950	$	1,639	$	(336)	$	(487)	$	14	$	2,782
Sale of business																			Sale of business	—		—		—		—		—		(2)		(2)
Net income																			Net income	—		—		79		—		—		—		79
Other comprehensive income, net																			Other comprehensive income, net	—		—		—		20		—		—		20
Dividends declared ($0.24 per share)																			Dividends declared ($0.24 per share)	—		—		(44)		—		—		—		(44)
Stock incentive plan activity																			Stock incentive plan activity	—		12		—		—		(14)		—		(2)
Repurchase of common stock																			Repurchase of common stock	—		—		—		—		(25)		—		(25)
Balance at March 31, 2019																			Balance at March 31, 2019	$	2	$	1,962	$	1,674	$	(316)	$	(526)	$	12	$	2,808

	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, 2018	$	2	$	1,912	$	1,227		$	(210	)	$	(428	)	$	16	$	2,519
Cumulative effect of change in accounting principle					14			(17		)						(3		)
Net income					79											79
Other comprehensive income, net								20								20
Dividends declared ($0.21 per share)					(38		)									(38		)
Stock incentive plan activity			13								(8		)			5
Repurchase of common stock											(25		)			(25		)
Balance at March 31, 2018	$	2	$	1,925	$	1,282		$	(207	)	$	(461	)	$	16	$	2,557
Net income					115											115
Other comprehensive loss, net								(87		)						(87		)
Dividends declared ($0.21 per share)					(38		)									(38		)
Stock incentive plan activity			7													7
Repurchase of common stock											(25		)			(25		)
Balance at June 30, 2018	$	2	$	1,932	$	1,359		$	(294	)	$	(486	)	$	16	$	2,529

Note 16.15. Share-Based Compensation Plans

Share-based compensation expense was $7$8 million and ~~$16~~$9 million during the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, ~~respectively, and $7 million and $16 million during the three and six months ended June 30,2018,~~ respectively. The unrecognized compensation expense related to our stock options, restricted stock units and performance share units was $9 million, $29 million and ~~$23~~$15 million, respectively, at ~~June 30, 2019~~March 31, 2020 and is expected to be recognized over a weighted average period of ~~2.1, 2.1~~2.3, 2.2 and 22.4 years, respectively. The amount of cash received from the exercise of stock options was $8$5 million and $4 million for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

Stock Option Grants

The following is a summary of the changes in outstanding stock options for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020:

Share units (in thousands)

Weighted
Average
Exercise
Price / Share

Weighted Average
Remaining
Contractual
Term (Years)

Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2019 2,125
$ 43.08
6.5
Granted 330
74.07

Exercised (244 ) 35.47

Forfeited and expired (5 ) 58.96

Outstanding at June 30, 2019 2,206
$ 48.53
6.7 $ 78
Options exercisable at June 30, 2019 1,533
$ 39.53
5.8 $ 68
Vested and expected to vest as of June 30, 2019 2,130
$ 47.66
6.6 $ 77


	Share units (in thousands)	Weighted Average Exercise Price / Share		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2020	2,040	$	48.56	6.3
Granted	334	80.66
Exercised	(130)	41.18
Forfeited and expired	(5)	74.37
Outstanding at March 31, 2020	2,239	$	53.72	6.7	$	37
Options exercisable at March 31, 2020	1,615	$	44.45	5.7	$	36
Vested and expected to vest as of March 31, 2020	2,146	$	52.67	6.5	$	36

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 ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 was ~~$10.3~~$5.6 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 ~~2019~~2020 grants:

Volatility 24.10
%
Risk-free interest rate 2.56
%
Dividend yield 1.30
%
Expected term (in years) 5.4

Weighted-average fair value / share $ 17.06


Volatility	22.90		%
Risk-free interest rate	1.15		%
Dividend yield	1.29		%
Expected term (in years)	5.8
Weighted-average fair value / share	$	16.03

Expected volatility is calculated based on ~~a weighted~~an analysis of historic ~~and implied~~ volatility measures for ~~a set of peer companies and~~ 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 United States 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 ~~six~~three months ended ~~June 30, 2019~~March 31, 2020. The fair value of the restricted share unit awards is determined using the closing price of our common stock on date of ~~grant.~~grant:


	Share units (in thousands)	Weighted Average Grant Date Fair Value /Share
Outstanding at January 1, 2020	512	$	68.95
Granted	219	80.66
Vested	(200)	64.84
Forfeited	(9)	71.20
Outstanding at March 31, 2020	522	$	75.34

Share units (in thousands)

Weighted
Average
Grant Date
Fair Value /Share
Outstanding at January 1, 2019 537
$ 59.41
Granted 253
74.28
Vested (237 ) 55.05
Forfeited (25 ) 66.82
Outstanding at June 30, 2019 528
$ 68.05

ROIC Performance Share Unit Grants

The following is a summary of Return on Invested Capital ("ROIC") performance share unit grants for the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. The fair value of the ROIC performance share units is equal to the closing share price on the date of the ~~grant.~~ grant:


	Share units (in thousands)	Weighted Average Grant Date Fair Value /Share
Outstanding at January 1, 2020	225	$	64.51
Granted	67	80.66

Vested	(89)	49.15
Forfeited	(1)	74.17
Outstanding at March 31, 2020	202	$	76.60

Share units (in thousands)

Weighted
Average
Grant Date
Fair Value /Share
Outstanding at January 1, 2019 274
$ 52.11
Granted 76
74.07
Adjustment for Performance Condition Achieved (a) 74
37.86
Vested (173 ) 37.86
Forfeited (2 ) 60.76
Outstanding at June 30, 2019 249
$ 64.45

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

TSR Performance Share Unit Grants

The following is a summary of our Total Shareholder Return ("TSR") performance share unit grants for the ~~six~~three months ended ~~June 30, 2019:~~March 31, 2020:

Share units (in thousands)

Weighted
Average
Grant Date
Fair Value /Share
Outstanding at January 1, 2019 274
$ 61.04
Granted 76
89.62
Adjustment for Market Condition Achieved (a) 74
37.86
Vested (173 ) 37.86
Forfeited (2 ) 60.76
Outstanding at June 30, 2019 249
$ 75.67


	Share units (in thousands)	Weighted Average Grant Date Fair Value /Share
Outstanding at January 1, 2020	225	$	75.80
Granted	67	105.66
Adjustment for Market Condition Achieved (a)	35	49.15
Vested	(124)	49.15
Forfeited	(1)	74.17
Outstanding at March 31, 2020	202	$	97.97

(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 ~~2019~~2020 grants:



~~Volatility~~	~~20.9~~	%
Volatility	22.6	%
Risk-free interest rate	~~2.52~~1.08	%

Note ~~17.~~16. Capital Stock

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and March 31, 2019 the Company repurchased approximately 0.8 million shares of common stock ~~of less than 0.1 million shares~~ for ~~less than $1~~$60 million and approximately 0.5 million shares of common stock for $39 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 noapproximately 0.7 million shares repurchased for $50 million under this program for the three months ended ~~June 30, 2019.~~March 31, 2020. For the ~~six~~three months ended ~~June 30,~~March 31, 2019, we repurchased approximately 0.3 million shares for $25 million. ~~For the three and six months ended June 30, 2018, we repurchased approximately 0.4 million shares for $25 million and 0.7 million shares for $50 million, respectively.~~ There are up to ~~$338~~$288 million in shares that may still be purchased under this plan as of ~~June 30, 2019.~~March 31, 2020.

Aside from the aforementioned repurchase program, we repurchased ~~less than~~approximately 0.1 million shares and approximately 0.2 million shares for ~~less than $1~~approximately $10 million and approximately $14 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, 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 approximately $8 million for the three and six months ended June 30, 2018, respectively.

Note ~~18.~~17. Accumulated Other Comprehensive Loss

The following table provides the components of accumulated other comprehensive loss for the ~~six~~three months ended ~~June 30, 2019:~~March 31, 2020:


(in millions)													(in millions)	Foreign Currency Translation		Postretirement Benefit Plans		Derivative Instruments		Total
Balance at January 1, 2020													Balance at January 1, 2020	$	(103)	$	(269)	$	(3)	$	(375)
Foreign currency translation adjustment													Foreign currency translation adjustment	(77)		—		—		(77)
Tax on foreign currency translation adjustment													Tax on foreign currency translation adjustment	(13)		—		—		(13)

(in millions)	Foreign Currency Translation			Postretirement Benefit Plans			Derivative Instruments			Total
Balance at January 1, 2019	$	(121	)	$	(214	)	$	(1	)	$	(336	)
Foreign currency translation adjustment	29			—			—			29
Tax on foreign currency translation adjustment	(4		)	—			—			(4		)
Amortization of prior service cost and net actuarial loss on postretirement benefit plans into other non-operating income (expense), net	—			2			—			2			Amortization of prior service cost and net actuarial loss on postretirement benefit plans into other non-operating income (expense), net	—		4		—		4
Income tax impact on amortization of postretirement benefit plan items	—			(1		)	—			(1		)	Income tax impact on amortization of postretirement benefit plan items	—		(1)		—		(1)

Unrealized loss on derivative hedge agreements	—			—			(9		)	(9		)	Unrealized loss on derivative hedge agreements	—		—		(2)		(2)
Income tax benefit on unrealized loss on derivative hedge agreements	—			—			1			1

Reclassification of unrealized loss on foreign exchange agreements into revenue	—			—			1			1			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			Reclassification of unrealized loss on foreign exchange agreements into cost of revenue	—		—		1		1
Balance at March 31, 2019	$	(96	)	$	(213	)	$	(7	)	$	(316	)
Foreign currency translation adjustment	(18		)	—			—			(18		)
Tax on foreign currency translation adjustment	3			—			—			3
Amortization of prior service cost and net actuarial loss on postretirement benefit plans into other non-operating income (expense), net	—			2			—			2
Income tax impact on amortization of postretirement benefit plan items	—			—			—			—
Reclassification of unrealized loss 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, 2019	$	(111	)	$	(211	)	$	(5	)	$	(327	)

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

The following table provides the components of accumulated other comprehensive loss for the ~~six~~three months ended ~~June 30, 2018:~~March 31, 2019:


(in millions)													(in millions)	Foreign Currency Translation		Postretirement Benefit Plans		Derivative Instruments		Total
Balance at January 1, 2019													Balance at January 1, 2019	$	(121)	$	(214)	$	(1)	$	(336)

Foreign currency translation adjustment													Foreign currency translation adjustment	29		—		—		29
Tax on foreign currency translation adjustment													Tax on foreign currency translation adjustment	(4)		—		—		(4)

(in millions)	Foreign Currency Translation			Postretirement Benefit Plans			Derivative Instruments			Total
Balance at January 1, 2018	$	(15	)	$	(198	)	$	3		$	(210	)
Cumulative effect of change in accounting principle	(11		)	(6		)	—			(17		)
Foreign currency translation adjustment	8			—			—			8
Tax on foreign currency translation adjustment	11			—			—			11
Changes in postretirement benefit plans	—			1			—			1
Amortization of prior service cost and net actuarial loss on postretirement benefit plans into other non-operating income (expense), net	—			2			—			2			Amortization of prior service cost and net actuarial loss on postretirement benefit plans into other non-operating income (expense), net	—		2		—		2
Income tax impact on amortization of postretirement benefit plan items	—			(1		)	—			(1		)
Reclassification of unrealized gain on derivative hedge agreements into revenue	—			—			(1		)	(1		)
Balance at March 31, 2018	$	(7	)	$	(202	)	$	2		$	(207	)
Foreign currency translation adjustment	(60		)	—			—			(60		)
Tax on foreign currency translation adjustment	(19		)	—			—			(19		)
Amortization of prior service cost and net actuarial loss on postretirement benefit plans into other non-operating income (expense), net	—			—			—			—
Other non-operating income	—			3			—			3

Income tax impact on amortization of postretirement benefit plan items	—			(1		)	—			(1		)	Income tax impact on amortization of postretirement benefit plan items	—		(1)		—		(1)
Unrealized loss on derivative hedge agreements	—			—			(9		)	(9		)	Unrealized loss on derivative hedge agreements	—		—		(9)		(9)
Reclassification of unrealized gain on derivative hedge agreements into revenue	—			—			(1		)	(1		)
Balance at June 30, 2018	$	(86	)	$	(200	)	$	(8	)	$	(294	)
Income tax benefit on unrealized loss on derivative hedge agreements													Income tax benefit on unrealized loss on derivative hedge agreements	—		—		1		1

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

Balance at March 31, 2019													Balance at March 31, 2019	$	(96)	$	(213)	$	(7)	$	(316)

Note 19.18. 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~~previously-owned entities). These proceedings may seek remedies relating to environmental matters, tax, intellectual property matters, acquisitions or divestitures, product liability and personal injury claims, privacy, employment, labor and pension matters, 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), Exelis and Xylem, ITT Corporation (now ITT 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) remains a substantial entity with sufficient financial resources to honor its obligations to us.

See Note 6.6, "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 $6$3 million and $7$5 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, for these general ~~litigation~~legal matters.

Indemnifications

As part of our 2011 spin-off from our former parent, ITT Corporation (now ITT LLC), Exelis 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. The former parent’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. On May 29, 2015, Harris Inc. acquired Exelis. As the parent of Exelis, Harris Inc. is responsible for Exelis’ indemnification obligations under the Distribution Agreement.

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 ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the amount of surety bonds, bank guarantees, stand-by letters of credit ~~bank guarantees~~ and ~~surety bonds~~insurance letters of credit was ~~$305~~$330 million and ~~$275~~$340 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 United States 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 million and $4$3 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, 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 the changes in our product warranty accrual:


(in millions)	2019			2018			(in millions)	2020		2019
Warranty accrual – January 1	$	60		$	82		Warranty accrual – January 1	$	41	$	60
Net charges for product warranties in the period	11			13			Net charges for product warranties in the period	22		5
Settlement of warranty claims	(23		)	(24		)	Settlement of warranty claims	(7)		(13)
Foreign currency and other	—			1			Foreign currency and other	(1)		—
Warranty accrual - June 30	$	48		$	72
Warranty accrual - March 31							Warranty accrual - March 31	$	55	$	52

Note ~~20.~~19. Segment Information

Our business has ~~three~~3 reportable segments: Water Infrastructure, Applied Water and Measurement & Control Solutions. When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics. The Water Infrastructure segment focuses on the transportation and treatment of water, offering a range of products including water, wastewater and ~~wastewater~~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.

The accounting policies of each segment are the same as those described in the summary of significant accounting policies (see Note 1 in the ~~2018~~2019 Annual Report). The following tables contain financial information for each reportable segment:


	Three Months Ended						Six Months Ended							Three Months Ended
	June 30,						June 30,							March 31,
(in millions)	2019			2018			2019			2018			(in millions)	2020		2019
Revenue:													Revenue:
Water Infrastructure	$	561		$	546		$	1,043		$	1,026		Water Infrastructure	$	438	$	482
Applied Water	394			388			773			754			Applied Water	338		379
Measurement & Control Solutions	390			383			766			754			Measurement & Control Solutions	347		376
Total	$	1,345		$	1,317		$	2,582		$	2,534		Total	$	1,123	$	1,237
Operating Income:													Operating Income:
Water Infrastructure	$	98		$	92		$	149		$	141		Water Infrastructure	$	39	$	51
Applied Water	62			61			118			111			Applied Water	47		56
Measurement & Control Solutions	26			31			42			64			Measurement & Control Solutions	(12)		16
Corporate and other	(15		)	(13		)	(29		)	(32		)	Corporate and other	(13)		(14)
Total operating income	$	171		$	171		$	280		$	284		Total operating income	$	61	$	109
Interest expense	$	18		21			$	36		$	42		Interest expense	$	16	18
Other non-operating income, net	3			2			5			5
Gain (loss) from sale of business	—			(2		)	1			(2		)
Other non-operating (expense) income, net													Other non-operating (expense) income, net	(3)		2
Gain from sale of business													Gain from sale of business	—		1
Income before taxes	$	156		$	150		$	250		$	245		Income before taxes	$	42	$	94
Depreciation and Amortization:													Depreciation and Amortization:
Water Infrastructure	$	16		$	16		$	31		$	33		Water Infrastructure	$	15	$	15
Applied Water	6			6			12			11			Applied Water	6		6
Measurement & Control Solutions	35			36			71			73			Measurement & Control Solutions	36		36
Regional selling locations (a)	4			5			8			10			Regional selling locations (a)	4		4
Corporate and other	2			2			5			5			Corporate and other	3		3
Total	$	63		$	65		$	127		$	132		Total	$	64	$	64
Capital Expenditures:													Capital Expenditures:
Water Infrastructure	$	21		$	17		$	51		$	40		Water Infrastructure	$	10	$	30
Applied Water	4			5			10			14			Applied Water	9		6
Measurement & Control Solutions	29			22			53			46			Measurement & Control Solutions	27		24
Regional selling locations (b)	5			3			9			8			Regional selling locations (b)	4		4
Corporate and other	1			3			6			3			Corporate and other	1		5
Total	$	60		$	50		$	129		$	111		Total	$	51	$	69

(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.


~~(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.~~



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

This Report contains information that may constitute “forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “forecast,” “believe,” “target,” “will,” “could,” “would,” “should” and similar expressions identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. These forward-looking statements include any statements that are not historical in nature, including any statements about the capitalization of the Company, the Company’s restructuring and realignment plans, future strategic plans and other statements that describe the Company’s business strategy, outlook, objectives, plans, intentions or goals. All statements that address operating or financial performance, events or developments that we expect or anticipate will occur in the future - including statements relating to orders, revenues, operating margins and earnings per share growth, and statements expressing general views about future operating results - are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such forward-looking statements. Many of these risks and uncertainties are currently amplified by and may continue to be amplified by, or in the future may be amplified by, the novel coronavirus (COVID-19) pandemic.

Factors that could cause results to differ materially from those anticipated include: overall economic and business conditions; uncertainty of the magnitude, duration, geographic reach and impact on the global economy of the COVID-19 pandemic; the current, and uncertain future, impact of the COVID-19 pandemic on our business, growth, projections, financial condition, operations, cash flows, and liquidity, including the impact of adverse economic conditions ~~political~~caused by the COVID-19 pandemic on our performance or customer markets; actual or potential other epidemics, pandemics or global health crises; geopolitical and other risks associated with our international operations, including military actions, protectionism, economic sanctions or trade barriers including tariffs and embargoes that could affect customer markets and our business, and non-compliance with laws, including foreign corrupt practice laws, data privacy, export and import laws and competition laws; potential for unexpected cancellations or delays of customer orders in our reported backlog; our exposure to fluctuations in foreign currency exchange rates; disruption, competition and pricing pressures in the markets we serve; industrial, governmental and private sector spending; the strength of housing and related markets; weather conditions; ability to retain and attract talent and key members of management; our relationship with and the performance of our supply chain including channel partners; our ability to successfully identify, complete and integrate acquisitions; our ability to borrow or to refinance our existing indebtedness and availability of liquidity sufficient to meet our needs; uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark; changes in the value of goodwill or intangible assets; risks relating to product defects, product security, product liability and recalls; claims or investigations by governmental or regulatory bodies; ~~security~~cybersecurity attacks, breaches or other disruptions of ~~our~~ information technology ~~systems;~~systems on which we rely; our sustainability initiatives; litigation and 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, ~~2018~~2019 ("~~2018~~2019 Annual Report") and with subsequent filings we make with the Securities and Exchange Commission ("SEC").

All forward-looking statements made herein are based on information currently available to the Company as of the date of this Report. The Company undertakes 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.

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 reporting periods included herein are described as ending on the last day of the calendar quarter.

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 ~~treatment~~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 to treatment facilities where our mixers, biological treatment, monitoring and control systems provide the primary functions in

•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. We also offer smart lighting solutions that improve efficiency and public safety efforts across communities. 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

The global outbreak of the COVID-19 disease was declared a pandemic by the World Health Organization and a national emergency by the U.S. Government in March 2020 and has created significant global volatility, uncertainty and economic disruption. The global spread of the COVID-19 pandemic has curtailed the movement of people, goods and services worldwide, including in many of the regions where we sell our products and services and conduct operations.

This section summarizes the most significant impacts related to the COVID-19 pandemic that we have experienced to date, and we have included additional details as applicable throughout other sections of this report. Many of these impacts did not begin to be felt broadly across our businesses until the latter part of the first quarter of 2020. In response to the COVID-19 pandemic, Xylem deployed a COVID-19 Response Team, responsible for Xylem's Pandemic Plan, which is designed to aid in prevention, preparedness, response and recovery at our sites.

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 COVID-19 from those that are more broadly influenced by ongoing

macroeconomic, market and industry dynamics that may also be, to varying degrees, related to the COVID-19 pandemic and its consequences.

Public health officials have recommended, or governments have mandated, precautions to mitigate the spread of COVID-19, including stay at home or similar measures in many of the areas in which we operate. Operationally, our production facilities located in Latin America, Europe and Asia Pacific have experienced, or continue to experience reduced production levels due to such measures. Those production facilities that experienced temporarily closures have been or will be reopened in the near term.

The COVID-19 pandemic is also adversely affecting, and is expected to continue to adversely affect, our operations, supply chains and businesses. Closures and reduced facility production levels have had short term impacts to our internal supply chain. We expect to continue to experience unpredictable interruptions at our internal and external suppliers.

To date, the most significant impacts were experienced in volume reductions ranging across all segments and concentrated in Asia Pacific, particularly in China and India, and to a lesser extent, the United States and Europe.

Future demand for our products and services is uncertain as the COVID-19 pandemic has also had an adverse impact on many of the customers we serve. As such, we may experience decreased or delayed demand for our products and services, as well as changes in the payment patterns of our customers. At the end of the first quarter, total backlog increased 4.8% as compared to December 31, 2019 and cancellations were materially consistent with the prior year, with no material cancellations to date. In many cases, Xylem’s products and services are considered "essential services" under various governmental mandates, and as a result we did not experience significant issues in our ability to distribute products or services, aside from customer-driven project delays. However, because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s ongoing and future impacts on our business, financial condition, results of operations, and stock price remains uncertain and difficult to predict, but we expect our results to continue to be adversely impacted beyond the quarter ending March 31, 2020.

Xylem has taken measures to protect the health and safety of our employees and work with our customers to minimize potential disruptions. We have implemented a support pay program for employees impacted by COVID-19, and an essential services premium pay program for the benefit of employees whose roles are classified as an “essential service” and, as such, are required to work either onsite at a Xylem facility or in the field supporting customers during periods of mandated stay at home or similar measures. Xylem Watermark, our corporate social responsibility program, is also supporting our communities in addressing the challenges posed by this global pandemic through its partnership with Americares and UNICEF, as well as the expansion of the Partner Community Grants program and other philanthropic commitments.

Many of our offices globally have transitioned to a fully remote work from home status, with no material disruption to operations, financial reporting systems, internal control over financial reporting or disclosure controls and procedures.

We will continue to work with our customers, employees, suppliers and communities to address the impacts of COVID-19. We continue to assess possible implications to our business, supply chain and customers, and to take necessary actions in an effort to mitigate adverse consequences.

Risk related to these items are described in further detail under Item 1A, "Risk Factors".

•

~~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 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. We also offer smart lighting solutions that improve efficiency and public safety efforts across communities. 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.

Executive Summary

Xylem reported revenue for the ~~second~~first quarter of ~~2019~~2020 of ~~$1,345~~$1,123 million, ~~an increase~~a decrease of ~~2.1%~~9.2% compared to ~~$1,317~~$1,237 million reported in the ~~second~~first quarter of ~~2018.~~2019. On a constant currency basis, revenue ~~increased~~decreased by ~~$60~~$95 million, or ~~4.6%, primarily consisting of organic revenue growth of $69 million, or 5.2%~~7.7%, driven entirely by ~~growth~~organic declines across all segments and in all end markets. ~~A decrease from~~While organic revenue ~~related to divestitures~~decline in the first quarter was anticipated, the decline was much greater than expected as our business was impacted by the global acceleration of ~~$9 million partially offset~~ the ~~revenue growth during the quarter.~~COVID-19 pandemic across all segments.

We generated operating income of ~~$171~~$61 million (margin of ~~12.7%~~5.4%) during the ~~second~~first quarter of ~~2019,~~2020, as compared to ~~$171~~$109 million (margin of ~~13.0%~~8.8%) in ~~2018.~~2019. Operating income in the ~~second~~first quarter of ~~2019 included an unfavorable impact~~2020 benefited from ~~increased~~decreases in restructuring and realignment costs of $11 million ~~partially offset by a decrease in~~and special charges of $1$4 million ~~during~~as compared to the ~~period.~~first quarter of 2019. Excluding the impact of these items, adjusted operating income was ~~$192~~$70 million (adjusted margin of ~~14.3%~~6.2%) during the ~~second~~first quarter of ~~2019~~2020 as compared to ~~$182~~$133 million (adjusted margin of ~~13.8%~~10.8%) in ~~2018.~~2019. The ~~increase~~decrease in adjusted operating margin was primarily due to unfavorable volume, impacted significantly by COVID-19, cost inflation, increased cost of quality, unfavorable mix and increased spending on strategic

investments. These impacts were partially offset by cost reductions from our global procurement and productivity initiatives, including restructuring savings, and price ~~realization and favorable volume impacts, which were partially offset by cost inflation, increased spending on strategic investments and unfavorable mix.~~realization.

Additional financial highlights for the quarter ended ~~June 30, 2019~~March 31, 2020 include the following:

•Orders of ~~$1,392~~$1,261 million, ~~up 1.0%~~down 4.1% from ~~$1,378~~$1,315 million in the prior year, ~~up 3.9%~~and down 2.4% on an organic basis across all segments, heavily impacted by the COVID-19 pandemic.

•Earnings per share of ~~$0.77, up 20.3%~~$0.21, down 51.2% when compared to the prior year ($~~0.79, up 8.2%~~0.23, down 55.8% on an adjusted basis).

~~Cash~~•Net cash flow ~~from~~used by operating activities of ~~$206~~$2 million for the ~~six~~three months ended ~~June 30, 2019, up 2.5%~~March 31, 2020, down $85 million from the prior year. ~~Free~~Negative free cash flow ~~excluding Sensus acquisition related costs,~~ of ~~$77~~$53 million, ~~decreased $14~~down $67 million ~~over~~from the prior ~~year, as increased spending on capital investments was partially offset by higher operating cash flows.~~year.

Key Performance Indicators and Non-GAAP Measures

Management reviews key performance indicators including revenue, gross margins, segment operating income and 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 non-GAAP measures 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, to be key performance indicators:

•"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 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.~~dollar.

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


	Three Months Ended
	March 31,
(In millions, except for per share data)	2020						2019
Net income & Earnings per share	$	38	$	0.21	$	79	$	0.43
Restructuring and realignment, net of tax of $2 and $4	7		0.04		16		0.09

Special charges, net of tax of $0 and $0	1		—		4		0.02
Tax-related special items	(4)		(0.02)		(4)		(0.02)
Gain from sale of business, net of tax of $0	—		—		(1)		—
Adjusted net income & Adjusted earnings per share	$	42	$	0.23	$	94	$	0.52

Three Months Ended Six Months Ended
June 30, June 30,
(In millions, except for per share data) 2019 2018 2019 2018
Net income $ 139
$ 115
$ 218
$ 194
Earnings per share - diluted $ 0.77
$ 0.64
$ 1.20
$ 1.07
Restructuring and realignment, net of tax of $4 and $8 for 2019 and $3 and $7 for 2018 17
7
33
19
Special charges, net of tax of $0 for 2019 and net of tax of $0 and $1 for 2018 —
1
4
6
Tax-related special items (13 ) 6
(17 ) 3
(Gain) loss from sale of business, net of tax of $0 for 2019 and $0 for 2018 —
2
(1 ) 2
Adjusted net income $ 143
$ 131
$ 237
$ 224
Adjusted earnings per share $ 0.79
$ 0.73
$ 1.31
$ 1.24

•"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.

•“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.

"Sensus acquisition related costs" defined as costs incurred by the Company associated with the acquisition of Sensus that are being reported within operating income. These costs include integration costs, acquisition costs, costs related to the recognition of the backlog intangible asset amortization recorded in purchase accounting.

•“special charges" defined as costs incurred by the Company, such as acquisition and integration related costs, ~~not included in "Sensus acquisition related costs",~~ non-cash impairment charges and other special non-operating ~~items.~~items, such as pension adjustments.

•"tax-related special items" defined as tax items, such as tax return versus tax provision adjustments, tax exam impacts, tax law change impacts, ~~significant reserves for cash repatriation,~~ 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 as well as adjustments for other significant items that impact current results which management believes are not related to our ongoing operations and performance.~~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
	March 31,
(In millions)	2020		2019
Net cash (used) provided by operating activities	$	(2)	$	83
Capital expenditures	(51)		(69)
Free cash flow	$	(53)	$	14
Net cash used by investing activities	$	(48)	$	(77)
Net cash provided (used) by financing activities	$	87	$	(29)

Six Months Ended
June 30,
(In millions) 2019 2018
Net cash provided by operating activities $ 206
$ 201
Capital expenditures (129 ) (111 )
Free cash flow $ 77
$ 90
Cash paid for Sensus acquisition related costs $ —
$ (1 )
Free cash flow, excluding Sensus acquisition related costs $ 77
$ 91

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


	Three Months Ended
	March 31,
(in millions)	2020		2019
Net Income	$	38	$	79
Income tax expense	4		15
Interest expense (income), net	14		17
Depreciation	29		29
Amortization	35		35
EBITDA	$	120	$	175
Share-based compensation	$	8	$	9
Restructuring and realignment	9		20

Special charges	1		4
Gain from sale of business	—		(1)
Adjusted EBITDA	$	138	$	207

Three Months Ended Six Months Ended
June 30, June 30,
(in millions) 2019 2018 2019 2018
Net Income $ 139
$ 115
$ 218
$ 194
Income tax expense 17
35
32
51
Interest expense (income), net 18
20
35
40
Depreciation 29
29
58
58
Amortization 34
36
69
74
EBITDA $ 237
$ 235
$ 412
$ 417
Share-based compensation $ 7
$ 7
16
16
Restructuring and realignment 21
9
41
25
Special charges —
1
4
7
(Gain) loss from sale of business —
2
(1 ) 2
Adjusted EBITDA $ 265
$ 254
$ 472
$ 467

~~2019~~2020 Outlook

We ~~anticipate~~withdrew 2020 guidance on March 31, 2020 due to uncertainties caused by COVID-19. We are not prepared to reinstate full-year guidance, but are providing total ~~revenue growth in the range of 2% to 3% in 2019, with~~ organic revenue ~~growth anticipated~~outlook for the second quarter to be indown 20% to 30% driven by the ~~range~~impact of ~~5% to 6%.~~ COVID-19.

The following is a summary of our ~~organic~~outlook on each of our end markets:

•Utilities revenue ~~outlook~~decreased by ~~end market.~~

~~Utilities increased~~ approximately 7%5% organically ~~through~~in the first ~~half of the year~~quarter driven by ~~strength~~weakness in the United States, ~~and~~ Asia Pacific and the Middle East, partially offset by strength in Europe. During 2020 we expect operational spending to continue to be resilient and are seeing some areas of opportunity driven by operational pressures facing utilities. Nevertheless, utilities will be facing workforce challenges from impacts of COVID-19 on the way in which they need to operate . We also expect delays in capital projects being awarded and a potential push back in execution of current projects, but anticipate capex spending to hold up in the mid-to-longer term given the multi-year capex funding mechanisms utilities use and the governmental commitments to continued investment we're seeing in a number of our markets.

•Industrial revenue decreased by approximately 10% organically in the first quarter driven by weakness in ~~Canada~~North America, Asia Pacific and western Europe. ~~For 2019,~~As 2020 progresses we expect ~~organic growth in~~industrial facilities to limit access to sales teams and channel partners, causing slower orders and activity while non-essential work is deferred. Exposure to the mid to high-single-digit range (versus mid-single digits) driven by healthy water and wastewater spending in the United States and smart meter and infrastructure analytics growth opportunities. We also anticipate thatdown-stream impacts of a ~~healthy infrastructure investment focus in the emerging markets will continue in China and India, offset by softer than anticipated conditions in Europe.~~

Industrial increased by approximately 3% organically through the first half of the year driven by strength in the United States and Asia Pacific. For 2019, we expect organic growth in the low-single-digits range (versus low-to-mid single digits) driven by continued solid industrial conditions in the United States as thesoft oil and gas ~~markets begin~~market will have an effect on both our dewatering and applied water businesses potentially leading to ~~stabilize after a strong 2018. We~~significant demand declines. Additionally, we anticipate ~~mixed market conditions outside of~~softness in the ~~United States with strength in Australia~~marine and ~~India, offset~~beverage dispensing verticals driven by ~~slowing growth in China~~social distancing and ~~softer than anticipated conditions in Europe and the Middle East.~~mandatory lockdown constraints.

•In the commercial markets, organic ~~growth~~revenue decline was approximately ~~9% through~~11% in the first ~~half of the year~~quarter driven by ~~strength~~weakness in the emerging markets and the United States. ~~For 2019,~~During the short-term we expect ~~organic growth~~construction site shut-downs to lead to project delays while backlog remains robust and underlying quote activity remains healthy. Although we have not seen a slowdown in ~~the mid-single-digit range as the overall market will begin to moderate after two years of strong performance. Organic growth~~project pipelines at this point in time, this is an area that we will be ~~driven by continued strength in~~monitoring closely given likely recessionary effects.

•In the ~~United States, moderating slightly in the second half of the year, and the emerging markets led by initiatives in the China and India building markets, offset by softness in Europe.~~

In residential markets, organic ~~growth~~revenue decline was approximately ~~3% through~~14% in the first ~~half of the year~~quarter driven by ~~strength~~weakness in western Europe, the United States and Asia ~~Pacific, partially offset by weakness in western Europe and the Middle East and Africa. For 2019, we expect flat to low-single-digit growth (versus low-single digits)~~Pacific. This market is primarily driven by ~~continued competition~~replacement revenue serviced through distribution network. As such, we anticipate only emergency replacement activity as a result of social distancing requirements and expect industry softness to continue while lockdowns are in place.

As result of uncertainties caused by the ~~United States replacement market as~~COVID-19 pandemic and its potential impacts on future demand, we are reevaluating aspects of our spending, including capital expenditures, strategic investments and dividends. We have identified approximately $100 million in net reductions of planned spending on a combination of operational and capital expenditures for the housing market begins to stabilize. We also anticipate modest growth opportunities in China and other Asia Pacific countries for secondary clean water sources, offset by soft performance in Europe from weaker than anticipated economic conditions.

remainder of 2020. We will also continue to strategically execute restructuring and realignment actions ~~primarily~~ to reposition our ~~European and North American businesses~~business in an effort to optimize our cost structure and improve our operational efficiency and effectiveness. ~~During 2019, we expect to incur between $60 million and $70 million in~~We are still assessing the amount of any additional restructuring and realignment ~~costs. We expect to realize approximately $7 million of incremental net savings in 2019 from actions initiated in 2018, and an additional $16 million of net savings from our 2019 actions.~~

~~We plan to continue to take actions and focus spending in 2019 on~~ actions that allow us to make progress on our top strategic priorities. The priority of accelerating profitable growth encompasses our initiatives to drive commercial excellence, grow in emerging markets and strengthen innovation and technology through creation of new centers of excellence, a streamlined approach to product development and strategic acquisitions. The priority of driving continuous improvement is an area where we will continue to work to create new opportunities to unlock savings by eliminating waste and increasing efficiencies, which is supported by efforts to expand and further deepen our talent pool. We plan to continue to deploy capital in smart, disciplined ways to develop and acquire solutions to address our customers’ challenges. Finally, we continue to work to improve cash performance and generate capital to return to our shareholders.

may incurred during the year.

Results of Operations


	Three Months Ended									Six Months Ended										Three Months Ended
	June 30,									June 30,										March 31,
(In millions)	2019			2018			Change			2019			2018			Change			(In millions)	2020			2019			Change
Revenue	$	1,345		$	1,317		2.1		%	$	2,582		$	2,534		1.9		%	Revenue	$	1,123		$	1,237		(9.2)	%
Gross profit	526			519			1.3		%	1,000			979			2.1		%	Gross profit	409			474			(13.7)	%
Gross margin	39.1		%	39.4		%	(30	)	bp	38.7		%	38.6		%	10		bp	Gross margin	36.4		%	38.3		%	(190)	bp

Total operating expenses	355			348			2.0		%	720			695			3.6		%	Total operating expenses	348			365			(4.7)	%
Expense to revenue ratio	26.4		%	26.4		%	—		bp	27.9		%	27.4		%	50		bp	Expense to revenue ratio	31.0		%	29.5		%	150	bp
Restructuring and realignment costs	21			10			110.0		%	41			26			57.7		%	Restructuring and realignment costs	9			20			(55.0)	%

Special charges	—			1			—		%	4			7			(42.9	)	%	Special charges	—			4			NM
Adjusted operating expenses	334			337			(0.9	)	%	675			662			2.0		%	Adjusted operating expenses	339			341			(0.6)	%
Adjusted operating expenses to revenue ratio	24.8		%	25.6		%	(80	)	bp	26.1		%	26.1		%	—		bp	Adjusted operating expenses to revenue ratio	30.2		%	27.6		%	260	bp
Operating income	171			171			—		%	280			284			(1.4	)	%	Operating income	61			109			(44.0)	%
Operating margin	12.7		%	13.0		%	(30	)	bp	10.8		%	11.2		%	(40	)	bp	Operating margin	5.4		%	8.8		%	(340)	bp
Interest and other non-operating expense, net	15			19			(21.1	)	%	31			37			(16.2	)	%	Interest and other non-operating expense, net	19			16			18.8	%
Gain (loss) from sale of business	—			(2		)	NM		%	1			(2		)	(150.0	)	%
Gain from sale of business																			Gain from sale of business	—			1			NM
Income tax expense	17			35			(51.4	)	%	32			51			(37.3	)	%	Income tax expense	4			15			(73.3)	%
Tax rate	10.5		%	23.2		%	(1,270	)	bp	12.8		%	20.8		%	(800	)	bp	Tax rate	10.0		%	16.6		%	(660)	bp
Net income	$	139		$	115		20.9		%	$	218		$	194		12.4		%	Net income	$	38		$	79		(51.9)	%

NM - Not meaningful ~~percentage~~ change

Revenue

Revenue generated during the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 was ~~$1,345 million and $2,582~~$1,123 million, reflecting ~~increases~~a decrease of ~~$28~~$114 million, or ~~2.1%~~9.2%, ~~and $48 million, or 1.9%, respectively,~~ compared to the same prior year ~~periods.~~period. On a constant currency basis, revenue ~~grew 4.6% and 5.2%~~declined 7.7% for the three ~~and six~~ months ended ~~June 30, 2019.~~March 31, 2020. The ~~increases~~decrease at constant currency consisted ~~primarily~~entirely of ~~increases~~a decline in organic revenue of ~~$69~~$95 million reflecting significantly lower demand across all major geographic regions and $145 million, respectively, reflecting strong organic growth in the United States and Asia Pacific, particularly in China and India, for both periods, and in Australia for the quarter. This growth was partially offset by organic declines in western Europe, particularly in the United Kingdom, and Latin America for both periods. There was a decrease in revenuesegments largely due to COVID-19 related ~~to divestitures of $9 million during the second quarter of 2019 and a net decrease in revenue related to acquisition and divestiture impacts of $14 million for the six months ended June 30, 2019.~~impacts.

The following ~~tables illustrate~~table illustrates the impact from organic ~~growth,~~declines, recent acquisitions and divestitures, and foreign currency translation in relation to revenue during the three ~~and six~~ months ended ~~June 30, 2019:~~March 31, 2020:


	Water Infrastructure						Applied Water						Measurement & Control Solutions					Total Xylem
(In millions)	$ Change		% Change		$ Change		% Change		$ Change		% Change			$ Change		% Change
2019 Revenue	$	482			$	379			$	376				$	1,237
Organic Impact	(32)		(6.6)	%	(38)		(10.0)	%	(25)		(6.6)	%		(95)		(7.7)	%
Acquisitions/(Divestitures)	—		—	%	—		—	%	—		—	%		—		—	%
Constant Currency	(32)		(6.6)	%	(38)		(10.0)	%	(25)		(6.6)	%		(95)		(7.7)	%
Foreign currency translation (a)	(12)		(2.5)	%	(3)		(0.8)	%	(4)		(1.1)	%		(19)		(1.5)	%
Total change in revenue	(44)		(9.1)	%	(41)		(10.8)	%	(29)		(7.7)	%		(114)		(9.2)	%
2020 Revenue	$	438			$	338			$	347				$	1,123

(a)Foreign currency translation impact for the quarter due to the weakening in value of various currencies against the U.S. Dollar, the largest being the Euro, the Australian Dollar, the Norwegian Krone, the Swedish Krona and the Chinese Yuan.

Water Infrastructure Applied Water Measurement & Control Solutions Total Xylem
(In millions) $ Change % Change $ Change % Change $ Change % Change $ Change % Change
2018 Revenue $ 546
$ 388
$ 383
$ 1,317

Organic growth 31
5.7 % 14
3.6 % 24
6.3 % 69
5.2 %
Acquisitions/Divestitures —
— % —
— % (9 ) (2.3 )% (9 ) (0.6 )%
Constant currency 31
5.7 % 14
3.6 % 15
3.9 % 60
4.6 %
Foreign currency translation (a) (16 ) (2.9 )% (8 ) (2.1 )% (8 ) (2.1 )% (32 ) (2.5 )%
Total change in revenue 15
2.7 % 6
1.5 % 7
1.8 % 28
2.1 %
2019 Revenue $ 561
$ 394
$ 390
$ 1,345


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

Water Infrastructure Applied Water Measurement & Control Solutions Total Xylem
$ Change % Change $ Change % Change $ Change % Change $ Change % Change
2018 Revenue $ 1,026
$ 754
$ 754
$ 2,534

Organic growth 63
6.1 % 39
5.2 % 43
5.7 % 145
5.7 %
Acquisitions/Divestitures —
— % —
— % (14 ) (1.9 )% (14 ) (0.5 )%
Constant currency 63
6.1 % 39
5.2 % 29
3.8 % 131
5.2 %
Foreign currency translation (a) (46 ) (4.4 )% (20 ) (2.7 )% (17 ) (2.2 )% (83 ) (3.3 )%
Total change in revenue 17
1.7 % 19
2.5 % 12
1.6 % 48
1.9 %
2019 Revenue $ 1,043
$ 773
$ 766
$ 2,582


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

Water Infrastructure

Water Infrastructure revenue ~~increased $15~~decreased $44 million, or ~~2.7%~~9.1%, for the ~~second~~first quarter of ~~2019 (5.7% increase~~2020 (6.6% decrease at constant currency) as compared to ~~2018.~~the prior year. Revenue ~~growth~~ was negatively impacted by ~~$16~~$12 million of foreign currency translation, with the change at constant currency coming entirely from an organic ~~growth~~decline of ~~$31~~$32 million. Organic ~~growth~~weakness for the quarter was primarily driven by ~~strength~~the industrial end market, particularly in North America, due to continued soft market conditions in oil and gas, and in Asia Pacific, where organic growth was heavily impacted by the COVID-19 pandemic. Organic revenue decline for the quarter was also driven by weakness in the utility end market, particularly in the United States, ~~where we benefited from healthy order intake~~due to softness in construction and ~~strong market conditions across all applications,~~the lapping of projects in the prior year, as well as ~~growth~~ in Asia Pacific and across western Europe. Organic growth for the quarter was also driven by strength in the industrial end market, particularly in Asia Pacific and the United States. Organic growth in the industrial end market was partially offset by declines in western Europe primarilyIndia due to the timing of project deployments in the prior year. ~~Price realization contributed to~~We estimate that almost half of the organic ~~growth~~revenue declines in ~~both end markets during~~ the ~~quarter.~~segment were impacted by the COVID-19 pandemic, particularly in China and India.

From an application perspective, the organic revenue ~~growth for~~decline during the ~~second~~first quarter was primarily driven ~~primarily~~ by our transport ~~application. The transport~~ application ~~had strong revenue growth~~where market conditions continued to soften in North America in the ~~United States~~dewatering applications, with oil and ~~Asia Pacific driven by healthy order intake~~gas, construction and ~~price realization during the quarter as well as continued growth~~mining all down in the ~~global dewatering rental business, coming from strength in mining and construction. Organic revenue from our treatment application~~quarter. Asia Pacific also contributed to the ~~segment's growth with strong~~organic revenue decline within the transport application, primarily driven by the timing of large utility project deployments in India and the negative impact of the COVID-19 pandemic throughout the region. The treatment application contributed a more modest organic revenue decline during the quarter driven by the timing of filtration project deliveries in the United States and China. Organic growth for the treatment application was partially offset by declines in Latin America, primarily due to a large treatment project delivery in the prior year, as well as softness in the Middle East.

For the six months ended June 30, 2019, revenue increased $17 million, or 1.7% (6.1% increase at constant currency) as compared to 2018. Revenue growth was negatively impacted by $46 million of foreign currency translation, with the change at constant currency coming entirely from organic growth of $63 million. Organic

growth for the six month period was primarily driven by strength in the utility end market, particularly in the United States, where we benefited from healthy order intake and strong market conditions across all applications. The utility end market also saw growth in Asia Pacific from strong project delivery. Organic growth during the six month period was also driven by strength in the industrial end market, particularly in Asia Pacific, where rental business grew, and in the United States where we benefited from strong market conditions in construction. Organic growth in the industrial end market was partially offset by declines in western Europe due to the timing of project deployments in the prior year. Organic growth in both end markets also benefited from price realization year over year.

From an application perspective, organic revenue growth for the six months ended June 30, 2019 was driven primarily by our transport application. The transport application had strong organic revenue growth from the global dewatering rental business, coming from strength in mining and construction, particularly in the United States and Australia. Transport also had strong organic revenue growth driven by strong project deliveries and price realization in the United States and the Emerging Markets. Organic revenue from our treatment application also contributed to the segment's growth with project deliveries in the United States and China where we benefited from healthy order intake coming into the year. This organic growth was partially offset by declines in Europe, the Middle East and Latin America, primarily due to the timing of large treatment project deliveries in the prior year.States.

Applied Water

Applied Water revenue ~~increased $6~~decreased $41 million, or ~~1.5%~~10.8%, for the ~~second~~first quarter of ~~2019 (3.6% increase~~2020 (10.0% decrease at constant currency) as compared to the prior year. Revenue was negatively impacted by $8$3 million of foreign currency translation for the ~~quarter. Revenue growth~~quarter, with the change at constant currency ~~consisted~~coming entirely from an organic decline of $38 million. Organic weakness for the quarter was driven by declines across all end markets and in all major geographic regions. We estimate that approximately two thirds of the organic ~~growth of $14 million, or 3.6%,~~revenue declines in the segment were driven by impacts from the COVID-19 pandemic, particularly in China and the United States where lockdown activities caused a slow down in the markets served.

From an application perspective, the organic revenue decline in the first quarter was led by weakness in the building services application in the commercial markets which was driven by ~~strength~~the impact of the COVID-19 pandemic within the emerging markets, particularly China, and in the ~~commercial end market, as well as modest growth in~~United States where the ~~industrial and residential end markets. From an application perspective, organic revenue growth in~~timing of shipments was impacted by the ~~second quarter was led by strength in the commercial building services application, primarily driven by price realization and healthy demand in North America and China.~~economic slowdown. The industrial water application also experienced a decline in organic revenue ~~also grew organically, primarily~~during the quarter driven by ~~price realization and healthy market conditions~~industry softening, which has been further impacted by the COVID-19 pandemic, in the emerging markets, western Europe and the United ~~States, as well as project deliveries across western Europe. Modest organic growth~~States. Weakness in ~~residential~~the building services ~~came~~application in the residential market also contributed to the organic revenue decline during the quarter, primarily ~~from price realization~~ in western Europe, the United States and ~~strong second water supply business in China, which was partially offset by declines in western Europe during the quarter.~~

For the six months ended June 30, 2019, revenue increased $19 million, or 2.5% (5.2% increase at constant currency) as compared to the prior year period. Revenue was negatively impacted by $20 million of foreign currency translation for the period. Revenue growth at constant currency consisted of organic growth of $39 million, or 5.2%, which was primarily driven by strength in the commercial end market, as well as growth in the industrial and residential end markets. From an application perspective, organic revenue growth during the six month period was led by growth in the commercial building services application, primarily driven by strong price realization and healthy industry demand in the United States, as well as continued benefits of product localization in China. The industrial water application revenue also grew organically, primarily driven by market growth in western Europe coupled with customers stocking orders due to political concerns and strength in the United States. Organic growth in residential building services for the first half was driven by similar dynamics as the second quarter.Asia Pacific.

Measurement & Control Solutions

Measurement & Control Solutions revenue ~~increased $7~~decreased $29 million, or ~~1.8%~~7.7%, for the ~~second~~first quarter of ~~2019 (3.9%~~2020 (6.6% at constant currency) as compared to the prior year. Revenue was negatively impacted by $8$4 million of foreign currency translation for ~~quarter. Revenue growth~~the quarter, with the change at constant currency ~~was made up~~coming entirely from an organic decline of ~~organic revenue growth of $24 million, or 6.3%, which was partially offset by $9 million of divestiture activity.~~$25 million. Organic ~~revenue growth~~weakness for the quarter was driven by strength in the utility end market, primarily in the United States. From an application perspective, organic revenue from the water application contributed very strong organic growth for the segment, led by the Sensus business which had order strength in the United States and project deployments in western Europe during the quarter. Organic growth in the water application in these same regions was partially offset by organic declines in the newer, Advanced Infrastructure Analytics ("AIA") business. The energy application also contributed modest organic growth, driven by gas project deployments during the quarter which more than offset the lapping of large electric project deployments in the prior year. Organic revenue growth during the quarter was partially offset by a ~~slight~~ decline ~~in the software as a service ("SaaS") and other application in the United Kingdom, while the test application had modest organic growth as compared to the prior year.~~

For the six months ended June 30, 2019, revenue increased $12 million, or 1.6% (3.8% at constant currency) as compared to the prior year. Revenue was negatively impacted by $17 million of foreign currency translation during the six month period. Revenue growth at constant currency was made up of organic revenue growth of $43 million, or 5.7%, partially offset by $14 million of reduced revenue related to the net acquisition and divestiture activity. Organic revenue growth for the period was driven by strength in the utility end market, primarily in the United States, Asia Pacific and ~~India,~~the Middle East, partially offset by ~~declines~~organic growth in Europe during the ~~United Kingdom and Canada.~~ quarter.

From an application perspective, the organic revenue ~~from~~decline for the segment was driven by the water application, ~~contributed very~~where we lapped strong ~~organic growth for the segment, with~~ project deployments in the United States and India during the ~~period. The strong~~first quarter of the prior year, and the COVID-19 pandemic which negatively impacted organic growth in the Middle East. Organic revenue declines within the water ~~was~~application were partially offset by organic growth in Europe during the quarter, primarily driven by software sales. The test application also experienced organic revenue decline during the quarter, primarily driven by declines in western Europe, China and North America, largely due to impacts from the COVID-19 pandemic, including component shortages from China. The software as a service ("SaaS") and ~~other application primarily due to the timing of a large software sale~~energy applications had modest declines in ~~the prior year in the United Kingdom. The energy application also had a modest decline in~~ revenue ~~with gas project deployments being more that offset by lower revenues in electric in the United States due to the timing of a large project deployment. The test application remained relatively flat~~ as compared to the prior ~~year.~~year, primarily in the United States as we lapped a few large project deployments.

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 quarter of 2020 were $1,261 million, a decrease of $54 million, or 4.1%, over the prior year (2.4% decrease at constant currency). Order intake was negatively impacted by $23 million of foreign currency translation for the quarter, with the change at constant currency coming entirely from an organic decline of $31 million.

The following ~~tables illustrate~~table illustrates the impact from organic ~~growth,~~declines, recent acquisitions and divestitures, and foreign currency translation in relation to orders during the three ~~and six~~ months ended ~~June 30, 2019:~~March 31, 2020:


	Water Infrastructure						Applied Water						Measurement & Control Solutions					Total Xylem
(in millions)	$ Change		% Change		$ Change		% Change		$ Change		% Change			$ Change		% Change
2019 Orders	$	532			$	394			$	389				$	1,315
Organic Impact	(3)		(0.6)	%	(18)		(4.6)	%	(10)		(2.6)	%		(31)		(2.4)	%
Acquisitions/(Divestitures)	—		—	%	—		—	%	—		—	%		—		—	%
Constant Currency	(3)		(0.6)	%	(18)		(4.6)	%	(10)		(2.6)	%		(31)		(2.4)	%
Foreign currency translation (a)	(15)		(2.8)	%	(4)		(1.0)	%	(4)		(1.0)	%		(23)		(1.7)	%
Total change in orders	(18)		(3.4)	%	(22)		(5.6)	%	(14)		(3.6)	%		(54)		(4.1)	%
2020 Orders	$	514			$	372			$	375				$	1,261

Water Infrastructure Applied Water Measurement & Control Solutions Total Xylem
(in millions) $ Change % Change $ Change % Change $ Change % Change $ Change % Change
2018 Orders $ 580
$ 401
$ 397
$ 1,378

Organic Growth 22
3.8 % 6
1.5 % 26
6.5 % 54
3.9 %
Acquisitions/(Divestitures) —
— % —
— % (7 ) (1.7 )% (7 ) (0.5 )%
Constant Currency 22
3.8 % 6
1.5 % 19
4.8 % 47
3.4 %
Foreign currency translation (a) (16 ) (2.8 )% (8 ) (2.0 )% (9 ) (2.3 )% (33 ) (2.4 )%
Total change in orders 6
1.0 % (2 ) (0.5 )% 10
2.5 % 14
1.0 %
2019 Orders $ 586
$ 399
$ 407
$ 1,392


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

Water Infrastructure Applied Water Measurement & Control Solutions Total Xylem
(in millions) $ Change % Change $ Change % Change $ Change % Change $ Change % Change
2018 Orders $ 1,134
$ 785
$ 779
$ 2,698

Organic Growth 35
3.1 % 28
3.6 % 44
5.6 % 107
4.0 %
Acquisitions/(Divestitures) —
— % —
— % (9 ) (1.1 )% (9 ) (0.4 )%
Constant Currency 35
3.1 % 28
3.6 % 35
4.5 % 98
3.6 %
Foreign currency translation (a) (51 ) (4.5 )% (20 ) (2.6 )% (18 ) (2.3 )% (89 ) (3.3 )%
Total change in orders (16 ) (1.4 )% 8
1.0 % 17
2.2 % 9
0.3 %
2019 Orders $ 1,118
$ 793
$ 796
$ 2,707


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

Orders received during the second quarter of 2019 were $1,392 million, an increase of $14 million, or 1.0%, over the prior year (3.4% increase at constant currency). Orders received during the six months ended June 30, 2019 were $2,707 million, an increase of $9 million, or 0.3%, over the prior year (3.6% increase at constant currency). The order growth was negatively impacted by $33 million and $89 million of foreign currency translation impact for the ~~three~~quarter due to the weakening in value of various currencies against the U.S. Dollar, the largest being the Euro, the Australian Dollar, the Norwegian Krone, the Swedish Krona and ~~six months ended June 30, 2019, respectively. The order growth at constant currency primarily consisted of organic order growth of 3.9% and 4.0% for~~ the three and six months ended June 30, 2019, respectively. Orders related to divestitures of $7 million reduced order growth during the second quarter of 2019 and net acquisition and divestiture activity of $9 million reduced order growth during the six months ended June 30, 2019.Chinese Yuan.

Water Infrastructure

Water Infrastructure segment orders ~~increased $6~~decreased $18 million, or ~~1.0%~~3.4%, to ~~$586~~$514 million ~~(3.8% increase~~(0.6% decrease at constant currency) for the first quarter of 2020 as compared to the prior year. Order ~~growth for~~intake during the ~~segment~~quarter was negatively impacted by ~~$16~~$15 million of foreign currency translation, with the change at constant currency coming from an organic decline in orders in the transport application, which was largely offset by organic order growth in the treatment application. Transport orders were primarily impacted by reduced order intake in North America as compared to the prior year where we had a couple of large project orders, as well as market weakness in the dewatering transport applications in the United States and Europe. The treatment application saw organic order growth in the quarter, primarily driven by strong order intake in Europe, North America and Latin America during the quarter, which was partially offset by a reduction of orders in India. We believe that substantially all of the organic order decline during the quarter was due to COVID-19 impacts, partially offset by organic order growth in the treatment application.

Applied Water

Applied Water segment orders decreased $22 million, or 5.6%, to $372 million (4.6% decrease at constant currency) for the ~~second quarter.~~first quarter of 2020 as compared to the prior year. Order intake during the quarter was negatively impacted by $4 million of foreign currency translation. The order ~~increase~~decrease on a constant currency basis was primarily driven by organic weakness in the United States, where a decrease in industrial order intake was partially offset by commercial order growth during the quarter, and in Asia Pacific, which was significantly impacted by the COVID-19 pandemic during the quarter. We believe that substantially all of the organic order decline during the quarter was due to COVID-19 impacts.

Measurement & Control Solutions

Measurement & Control Solutions segment orders decreased $14 million, or 3.6%, to $375 million (2.6% decrease at constant currency) for the first quarter of 2020 as compared to the prior year. Order intake during the quarter was negatively impacted by $4 million of foreign currency translation. The order decrease on a constant currency basis was driven by an organic ~~order growth~~decline in the transport application. Transport organic order growth was primarily driven by strong pump order intake in India and China, as well as dewatering rental order strength in Europe. Organic orders for the treatmentSaaS application ~~declined~~ during the quarter, ~~primarily driven by project timing comparisons in North America and India.~~

For the six months ended June 30, 2019, orders decreased $16 million, or 1.4%, to $1,118 million (3.1% increase at constant currency) as compared to the same prior year period. Order growth for the segmentwhich was negatively impacted by $51 million of foreign currency translation for the six months. The order increase on a constant currency basis was driven by organic order growth in the transport application. Transport organic order growth was primarily driven by strong market conditions, coupled with some price realization, in Europe, North America, China and India. Organic orders for the treatment application declined during the period, primarily driven by project timing in North America, China and India due to the timing of large project orders in the prior year.

Applied Water segment orders decreased $2 million, or 0.5%, to $399 million (1.5% increase at constant currency) for the second quarter of 2019 as compared to the prior year. Order growth for the quarter was negatively impacted by $8 million of foreign currency translation. The order increase on a constant currency basis was driven by strong industrial and residential order intake in China and the United States, which were partially offset by a reduction of orders in Europe during the quarter.

For the six months ended June 30, 2019, orders increased $8 million, or 1.0%, to $793 million (3.6% increase at constant currency) as compared to the same prior year period. Order growth for the period was negatively impacted by $20 million of foreign currency translation. The order increase on a constant currency basis was driven by strong industrial and residential order intake in the United States, China and Europe, which were partially offset by a reduction of orders in the Middle East during the period.

Measurement & Control Solutions segment orders increased $10 million, or 2.5%, to $407 million (4.8% increase at constant currency) for the second quarter of 2019 as compared to the prior year. Order growth in the quarter was negatively impacted by $9 million of foreign currency translation. The order increase at constant currency included organic order growth of $26 million, or 6.5%, which was partially offset by $7 million of divestiture activity. Organic order growth was driven by large deployment orders within the Sensus business in western Europe and India for water, which more than offset the impact of strong order intake during the prior year in North America and Asia Pacific. Organic order growth from the water application was partially offset by organic declines in order intake within the AIA business during the quarter. The energy application also contributed to the organic growth during quarter as gas order growth in North America was partially offset by the lapping of large ~~electric~~ project ~~deployments~~deployment orders in North America during the prior year. ~~SaaS and other also experienced~~The water application contributed a more modest decline in organic ~~growth~~orders during the quarter ~~driven~~as significant prior year project

deployments within the AIA platform were largely offset by ~~order strength~~water metrology orders in North ~~America, while organic orders for the test application remained relatively consistent with the prior year.~~

For the six months ended June 30, 2019, orders increased $17 million, or 2.2%, to $796 million (4.5% increase at constant currency) as compared to the same prior year period. Order growth during the period was negatively impacted by $18 million of foreign currency translation. TheAmerica. These order increase at constant currency included organic order growth of $44 million, or 5.6%, which was partially offset by $9 million from the net acquisition and divestiture activity during the period. Organic order growth was driven by large deployment orders within our Sensus business in western Europe and India for water, which wasdeclines were partially offset by organic ~~declines~~growth in the ~~orders within our AIA business. SaaS~~quarter in the test application, primarily in Europe, and ~~other also contributed to the organic growth, driven by order strength~~ in ~~North America, while~~ the energy application ~~experienced modest organic growth during period as gas order~~

~~strength~~ in North ~~America was partially offset by~~America. We believe that substantially all of the ~~lapping of large electric project deployments in~~organic order decline during the ~~prior year. Organic orders~~quarter for the ~~test application during the period remained relatively consistent with the prior year.~~segment was due to COVID-19 impacts.

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 can occur from time to time. Total backlog was ~~$1,865~~$1,887 million at ~~June 30, 2019,~~March 31, 2020, an increase of ~~$158~~$54 million or ~~9.3%~~2.9%, as compared to ~~June 30, 2018~~March 31, 2019 backlog of ~~$1,707~~$1,833 million, and an increase of ~~$176~~$86 million or ~~10.4%~~4.8%, as compared to December 31, ~~2018~~2019 backlog of ~~$1,689~~$1,801 million. We anticipate that ~~over 50%~~approximately 56% of the backlog at ~~June 30, 2019~~March 31, 2020 will be recognized as revenue in the remainder of ~~2019.~~2020. Cancellations in the quarter were materially consistent with the prior year.

Gross Margin

Gross margin as a percentage of revenue decreased ~~30 and increased 10~~190 basis points to ~~39.1% and 38.7%, respectively,~~36.4% for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 as compared to ~~39.4% and 38.6%, respectively,~~38.3% for the comparative ~~2018 periods.~~2019 period. The gross margin decrease for the quarter was primarily driven by unfavorable volume, impacted by COVID-19, cost inflation, increased cost of quality due to a product warranty issue in our Sensus business and unfavorable mix, which were partially offset by cost reductions from global procurement and productivity improvement initiatives and price realization. The slight gross margin increase for six month period was primarily driven by cost reductions from global procurement and productivity improvement initiatives and price realization, which were partially offset by cost inflation, unfavorable mix and lower overhead cost absorption.initiatives.

Operating Expenses

The following table presents operating expenses for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 and ~~2018:~~

2019:


	Three Months Ended									Six Months Ended										Three Months Ended
	June 30,									June 30,										March 31,
(In millions)	2019			2018			Change			2019			2018			Change			(In millions)	2020			2019			Change
Selling, general and administrative expenses ("SG&A")	$	294		$	293		0.3		%	$	597		$	589		1.4		%	Selling, general and administrative expenses ("SG&A")	$	297		$	303		(2.0)	%
SG&A as a % of revenue	21.9		%	22.2		%	(30	)	bp	23.1		%	23.2		%	(10	)	bp	SG&A as a % of revenue	26.4		%	24.5		%	190	bp
Research and development expenses ("R&D")	47			50			(6.0	)	%	98			91			7.7		%	Research and development expenses ("R&D")	49			51			(3.9)	%
R&D as a % of revenue	3.5		%	3.8		%	(30	)	bp	3.8		%	3.6		%	20		bp	R&D as a % of revenue	4.4		%	4.1		%	30	bp
Restructuring and asset impairment charges	14			5			180.0		%	25			15			66.7		%	Restructuring and asset impairment charges	2			11			(81.8)	%

Operating expenses	$	355		$	348		2.0		%	$	720		$	695		3.6		%	Operating expenses	$	348		$	365		(4.7)	%
Expense to revenue ratio	26.4		%	26.4		%	—		bp	27.9		%	27.4		%	50		bp	Expense to revenue ratio	31.0		%	29.5		%	150	bp

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

SG&A expenses ~~increased~~decreased by $1$6 million to ~~$294~~$297 million, or ~~21.9%~~26.4% of revenue, in the ~~second~~first quarter of ~~2019,~~2020, as compared to ~~$293~~$303 million, or ~~22.2%~~24.5% of revenue, in the comparable ~~2018 period; and increased $8 million to $597 million, or 23.1% of revenue, in the six months ended June 30,~~ 2019 ~~as compared to $589 million or 23.2% of revenue for the six months ended in 2018.~~period. The ~~improvement~~increase in SG&A as a percent of revenue for ~~both periods~~the quarter was primarily driven by the drop in revenue, which was significantly impacted by the COVID-19 pandemic, as well as in cost inflation and additional investment in strategic growth initiatives, which were partially offset by cost reductions from global procurement and productivity improvement initiatives, ~~which were partially offset by cost inflation and additional investment in strategic growth initiatives.~~including restructuring savings.

Research and Development ("R&D") Expenses

R&D ~~spending~~expense was ~~$47~~$49 million, or ~~3.5%~~4.4% of revenue, in the ~~second~~first quarter of ~~2019,~~2020, as compared to ~~$50~~$51 million, or ~~3.8%~~4.1% of revenue, in the comparable period of ~~2018; and was $98 million or 3.8%~~2019. The increase in R&D as a percent of revenue in the six months ended June 30 2019, as compared to $91 million or 3.6% of revenue in the comparable period of 2018. Additionally, we capitalized R&D on external sale software of $16 million and $33 million for the ~~three and six months ended June 30, 2019, as compared to $13 million and $33 million in the prior year periods. Our overall increased spending on R&D for the year is~~period was primarily driven by ~~development needs to drive new product growth.~~

the drop in revenue, which was significantly impacted by the COVID-19 pandemic.

Restructuring ~~Charges~~ and Asset Impairment Charges

Restructuring

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2020, we recognized restructuring charges of $2 million. We incurred

these charges primarily as a continuation of our efforts to reposition our European and North American businesses to optimize our cost structure and improve our operational efficiency and effectiveness. The charges included the reduction of headcount and consolidation of facilities within our Water Infrastructure segment.

During the three and six months ended June 30, 2018, we recognized restructuring charges of $5 million and $15 million, respectively. We incurred these charges related to actions taken in 2018 primarily as a continuation of our efforts to reposition our European and North American businesses to optimize our cost structure and improve our operational efficiency and effectiveness. The charges included the reduction of headcount and consolidation of facilities within our Measurement & Control Solutions and Water Infrastructure segments, as well as headcount reductions within our Applied Water segment. ~~Included in the charges recorded during~~

The following is a roll-forward for the three ~~and six~~ months ended ~~June 30, 2018 were $1 million~~March 31, 2020 and ~~$3 million, respectively, related to actions commenced in prior years.~~2019 of employee position eliminations associated with restructuring activities:


	2020	2019
Planned reductions - January 1	196	69
Additional planned reductions	50	158
Actual reductions and reversals	(60)	(134)
Planned reductions - March 31	186	93

The following table presents expected restructuring spend for actions commenced as of ~~June 30, 2019:~~March 31, 2020:


(in millions)	Water Infrastructure		Applied Water		Measurement & Control Solutions		Total
Actions Commenced in 2020:
Total expected costs	$	1	$	—	$	—	$	1
Costs incurred during Q1 2020	1		—		—		1
Total expected costs remaining	$	—	$	—	$	—	$	—

Actions Commenced in 2019:
Total expected costs	$	20	$	5	$	27	$	52
Costs incurred during 2019	18		5		27		50
Costs incurred during Q1 2020	1		—		—		1

Total expected costs remaining	$	1	$	—	$	—	$	1









Actions Commenced in 2017:
Total expected costs	$	12	$	7	$	4	$	23
Costs incurred during 2017	5		4		2		11
Costs incurred during 2018	2		1		1		4
Costs incurred during 2019	1		—		1		2

Costs incurred during Q1 2020	—		—		—		—
Total expected costs remaining	$	4	$	2	$	—	$	6

Due to the ~~fourth quarter~~impact of the COVID-19 pandemic, we are reevaluating the restructuring actions planned for 2020.

We currently expect to incur between $35 million and $45 million in restructuring costs for the full year. Included in these costs are costs to implement our Global Business Services platform, which will enable us to simplify,

standardize and centralize many of our transactional processes. As a result of all of the actions taken and expected to be taken in 2019, we anticipate approximately $15 million of total net savings to be realized during 2019.

Asset Impairment

During the first quarter of 2019 we determined that certain assets within our Measurement ~~and~~& Control Solutions segment, including a customer ~~relationship,~~relationships, were impaired. Accordingly we recognized an impairment ~~charge~~charges of $3 million. Refer to Note 10,9, "Goodwill and Other Intangible Assets," for additional information.

Operating Income

Operating income during the ~~second~~first quarter of ~~both 2019 and 2018~~2020 was ~~$171 million.~~$61 million, reflecting a decrease of 44.0% compared to $109 million in the first quarter of 2019. Operating margin was ~~12.7%~~5.4% for ~~2019~~2020 versus ~~13.0%~~8.8% for ~~2018,~~2019, a decrease of 30340 basis points. Operating margin benefited from a decrease in restructuring and realignment costs of $11 million and special charges of $4 million incurred in 2019 that did not recur during the year. Excluding these restructuring and realignment costs and special charges, adjusted operating income was $70 million with an adjusted operating margin of 6.2% in the first quarter of 2020 as compared to adjusted operating income of $133 million with an adjusted operating margin of 10.8% in the first quarter of 2019. The decrease in adjusted operating margin was primarily due to unfavorable volume, impacted significantly by COVID-19, cost inflation, increased cost of quality, unfavorable mix and increased spending on strategic ~~investments, an increase in restructuring and realignment costs and unfavorable mix.~~investments. These ~~unfavorable~~ impacts ~~on operating margin~~ were ~~largely~~partially offset by cost reductions from our global procurement and productivity initiatives, ~~improved~~including restructuring savings, and price ~~realization and favorable volume impacts.~~

Adjusted operating income was $192 million with an adjusted operating margin of 14.3% in 2019 as compared to adjusted operating income of $182 million with an adjusted operating margin of 13.8% in the second quarter of 2018. The increase in adjusted operating margin was primarily due to cost reductions from our global procurement and productivity initiatives, improved price realization and favorable volume impacts. These impacts were partially offset by cost inflation, increased spending on strategic investments and unfavorable mix.

Operating income for the six months ended June 30, 2019 was $280 million, reflecting a decrease of 1.4% compared to $284 million in 2018. Operating margin was 10.8% for 2019 versus 11.2% for 2018, a decrease of 40 basis points. The decrease in operating margin was primarily due to cost inflation, increased spending on strategic investments, an increase in restructuring and realignment costs, unfavorable mix and lower overhead cost absorption. These unfavorable impacts on operating margin were largely offset by cost reductions from our global procurement and productivity initiatives, improved price realization and favorable volume impacts.

Adjusted operating income was $325 million with an adjusted operating margin of 12.6% for the six months ended June 30, 2019 as compared to adjusted operating income of $317 million with an adjusted operating margin of 12.5% in 2018. The slight increase in adjusted operating margin was primarily due to cost reductions from our global procurement and productivity initiatives, improved price realization and favorable volume impacts. These impacts were partially offset by cost inflation, increased spending on strategic investments, unfavorable mix and lower overhead cost absorption.

realization.

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										Three Months Ended
	June 30,									June 30,										March 31,
(In millions)	2019			2018			Change			2019			2018			Change			(In millions)	2020			2019			Change
Water Infrastructure																			Water Infrastructure
Operating income	$	98		$	92		6.5		%	$	149		$	141		5.7		%	Operating income	$	39		$	51		(23.5)	%
Operating margin	17.5		%	16.8		%	70		bp	14.3		%	13.7		%	60		bp	Operating margin	8.9		%	10.6		%	(170)	bp
Restructuring and realignment costs	9			5			80.0		%	18			10			80.0		%	Restructuring and realignment costs	5			9			(44.4)	%

Adjusted operating income	$	107		$	97		10.3		%	$	167		$	151		10.6		%	Adjusted operating income	$	44		$	60		(26.7)	%
Adjusted operating margin	19.1		%	17.8		%	130		bp	16.0		%	14.7		%	130		bp	Adjusted operating margin	10.0		%	12.4		%	(240)	bp
Applied Water																			Applied Water
Operating income	$	62		$	61		1.6		%	$	118		$	111		6.3		%	Operating income	$	47		$	56		(16.1)	%
Operating margin	15.7		%	15.7		%	—		bp	15.3		%	14.7		%	60		bp	Operating margin	13.9		%	14.8		%	(90)	bp
Restructuring and realignment costs	4			2			100.0		%	7			5			40.0		%	Restructuring and realignment costs	2			3			(33.3)	%

Adjusted operating income	$	66		$	63		4.8		%	$	125		$	116		7.8		%	Adjusted operating income	$	49		$	59		(16.9)	%
Adjusted operating margin	16.8		%	16.2		%	60		bp	16.2		%	15.4		%	80		bp	Adjusted operating margin	14.5		%	15.6		%	(110)	bp
Measurement & Control Solutions																			Measurement & Control Solutions
Operating income	$	26		$	31		(16.1	)	%	$	42		$	64		(34.4	)	%
Operating (loss) income																			Operating (loss) income	$	(12)		$	16		(175.0)	%
Operating margin	6.7		%	8.1		%	(140	)	bp	5.5		%	8.5		%	(300	)	bp	Operating margin	(3.5)		%	4.3		%	(780)	bp

Restructuring and realignment costs	8			3			166.7		%	16			11			45.5		%	Restructuring and realignment costs	2			8			(75.0)	%
Special charges	—			1			NM			4			3			33.3		%	Special charges	—			4			NM
Adjusted operating income	$	34		$	35		(2.9	)	%	$	62		$	78		(20.5	)	%
Adjusted operating (loss) income																			Adjusted operating (loss) income	$	(10)		$	28		(135.7)	%
Adjusted operating margin	8.7		%	9.1		%	(40	)	bp	8.1		%	10.3		%	(220	)	bp	Adjusted operating margin	(2.9)		%	7.4		%	(1,030)	bp
Corporate and other																			Corporate and other
Operating loss	$	(15	)	$	(13	)	15.4		%	$	(29	)	$	(32	)	(9.4	)	%	Operating loss	$	(13)		$	(14)		(7.1)	%
Special charges	—			—			—		%	—			4			NM

Adjusted operating loss	$	(15	)	$	(13	)	15.4		%	$	(29	)	$	(28	)	3.6		%	Adjusted operating loss	$	(13)		$	(14)		(7.1)	%
Total Xylem																			Total Xylem
Operating income	$	171		$	171		—		%	$	280		$	284		(1.4	)	%	Operating income	$	61		$	109		(44.0)	%
Operating margin	12.7		%	13.0		%	(30	)	bp	10.8		%	11.2		%	(40	)	bp	Operating margin	5.4		%	8.8		%	(340)	bp
Restructuring and realignment costs	21			10			110.0		%	41			26			57.7		%	Restructuring and realignment costs	9			20			(55.0)	%

Special charges	—			1			NM			4			7			(42.9	)	%	Special charges	—			4			NM
Adjusted operating income	$	192		$	182		5.5		%	$	325		$	317		2.5		%	Adjusted operating income	$	70		$	133		(47.4)	%
Adjusted operating margin	14.3		%	13.8		%	50		bp	12.6		%	12.5		%	10		bp	Adjusted operating margin	6.2		%	10.8		%	(460)	bp

NM - Not meaningful percentage change

Water Infrastructure

Operating income for our Water Infrastructure segment ~~increased $6~~decreased $12 million, or ~~6.5%~~23.5%, for the ~~second~~first quarter of ~~2019~~2020 compared to the prior year, with operating margin also ~~increasing~~decreasing from ~~16.8%~~10.6% to ~~17.5%~~8.9%. Operating margin ~~was negatively impacted by increased~~benefited from a decrease in restructuring and realignment costs of $4 million in ~~2019.~~2020. Excluding these restructuring and realignment costs, adjusted operating income ~~increased $10~~decreased $16 million, or ~~10.3%~~26.7%, with adjusted operating margin ~~increasing~~decreasing from ~~17.8%~~12.4% to ~~19.1%~~10.0%. The ~~increase~~decrease in adjusted operating margin for the quarter was primarily due to cost ~~reductions from our global procurement and productivity initiatives, price realization and favorable volume, which were partially offset by cost~~ inflation, unfavorable volume, impacted significantly by COVID-19, unfavorable mix, negative currency impacts and increased spending on strategic investments.

For the six months ended June 30, 2019, operating income increased $8 million, or 5.7%, as compared to the prior year, with operating margin also increasing from 13.7% to 14.3%. Operating margin was negatively impacted by increased restructuring and realignment costs of $8 million in 2019. Excluding these restructuring and realignment costs, adjusted operating income increased $16 million, or 10.6%, with adjusted operating margin increasing from 14.7% to 16.0%. The increase in adjusted operating margin during the period was primarily due to cost reductions from our global procurement and productivity initiatives, price realization and favorable volume, which These impacts were partially offset by ~~cost inflation, lower overhead cost absorption and increased spending on strategic investments.~~

~~Applied Water~~

Operating income for our Applied Water segment increased $1 million, or 1.6%, for the second quarter of 2019 compared to the prior year, with operating margin remaining flat at 15.7%. Operating margin was negatively impacted by increased restructuring and realignment costs of $2 million in 2019. Excluding these restructuring and realignment costs, adjusted operating income increased $3 million, or 4.8%, with adjusted operating margin increasing from 16.2% to 16.8%. The increase in adjusted operating margin was primarily due to improved price realization and cost reductions from our global procurement and productivity initiatives, which were partially offset by cost inflation, unfavorable mix, negative currency impacts, lower overhead cost absorption and increased spending on strategic investments.

For the six months ended June 30, 2019, operating income increased $7 million, or 6.3%, as compared to the prior year, with operating margin also increasing from 14.7% to 15.3%. Operating margin was negatively impacted by increased restructuring and realignment costs of $2 million in 2019. Excluding these restructuring and realignment costs, adjusted operating income increased $9 million, or 7.8%, with adjusted operating margin increasing from 15.4% to 16.2%. The increase in adjusted operating margin was primarily due to cost reductions from our global procurement and productivity initiatives and price ~~realization, which~~realization.

Applied Water

Operating income for our Applied Water segment decreased $9 million, or 16.1%, for the first quarter of 2020 compared to the prior year, with operating margin also decreasing from 14.8% to 13.9%. Operating margin

benefited from a decrease in restructuring and realignment costs of $1 million in 2020. Excluding these restructuring and realignment costs, adjusted operating income decreased $10 million, or 16.9%, with adjusted operating margin decreasing from 15.6% to 14.5%. The decrease in adjusted operating margin was primarily due to cost inflation, unfavorable volume, impacted significantly by COVID-19, and increased cost of quality. These impacts were partially offset by cost ~~inflation, negative currency impacts, lower overhead cost absorption~~reductions from our global procurement and ~~increased spending on strategic investments.~~productivity initiatives and price realization.

Measurement & Control Solutions

Operating income for our Measurement & Control Solutions segment decreased $5$28 million, or ~~16.1%~~175.0%, for the ~~second~~first quarter of ~~2019~~2020 compared to the prior year, resulting in an operating loss of $12 million, with operating margin also decreasing from ~~8.1%~~4.3% to ~~6.7%~~(3.5)%. Operating margin ~~was negatively impacted by increased~~benefited from a decrease in restructuring and realignment costs of $5$6 million ~~in 2019. This impact was partially offset by $1~~during the year and $4 million of special charges incurred during ~~the quarter in 2018~~2019 that did not ~~recur.~~recur in 2020. Excluding these items, adjusted operating income decreased $1$38 million, or ~~2.9%~~135.7%, for the quarter, resulting in an adjusted operating loss of $10 million, with ~~adjusting~~adjusted operating margin decreasing from ~~9.1%~~7.4% to ~~8.7%~~(2.9)%. The decrease in adjusted operating margin was primarily due to ~~increases~~increased cost of quality, primarily due to a $15 million warranty charge recorded during the quarter for a firmware issue in some of our meters, unfavorable volume, impacted significantly by COVID-19, cost inflation, unfavorable mix and increased spending on strategic ~~investments and unfavorable mix impacts.~~investments. These impacts were partially offset by cost reductions from our global procurement and productivity initiatives ~~favorable volume impacts~~ and price realization.

For the six months ended June 30, 2019, operating income decreased $22 million, or 34.4%, as compared to the prior year, with operating margin also decreasing from 8.5% to 5.5%. Operating margin was negatively impacted by increased restructuring and realignment costs of $5 million and special charges of $1 million during the period. Excluding these items, adjusted operating income decreased $16 million, or 20.5%, with adjusting operating margin decreasing from 10.3% to 8.1%. The decrease in adjusted operating margin was primarily due to increases in cost inflation, increased spending on strategic investments and unfavorable mix impacts. Purchase accounting impacts from prior year acquisitions also negatively affected operating margin. These impacts were partially offset by cost reductions from our global procurement and productivity initiatives, favorable volume impacts and price realization.

Corporate and other

Operating loss for corporate and other ~~increased $2~~decreased $1 million, or ~~15.4%~~7.1%, for the ~~second~~first quarter of 2019 compared to the prior year, primarily due to increased employee related costs. For the six months ended June 30, 2019, operating loss for corporate and other decreased $3 million, or 9.4%, compared to the same prior year period, primarily due to $4 million of special charges incurred during the quarter in 2018 that did not recur. Excluding these costs, adjusted operating loss increased $1 million, or 3.6%,2020 compared to the prior year.

Interest Expense

Interest expense was ~~$18 million and $36~~$16 million for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020 and ~~$21 million and $42~~$18 million for the three ~~and six~~ months ended ~~June 30, 2018.~~March 31, 2019. The decrease in interest expense for the ~~both the~~ three ~~and six~~ month ~~periods~~period ended ~~June 30, 2019~~March 31, 2020 is primarily driven by ~~additional~~the impact of cross currency swaps during the quarter and, to a lesser extent, the favorable interest ~~expense that was incurred~~rates associated with our Euro Commercial Paper Program borrowings as compared to borrowings from U.S. Dollar Commercial Paper Program during ~~2018 related to debt that was entered into to fund our acquisition of Pure Technologies Ltd..~~2019. See Note ~~13,~~10, "Derivative Financial Instruments", of our condensed consolidated financial statements for a description of our cross currency swaps. See Note 12, "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

Other Comprehensive (Loss) Income

Other comprehensive loss was ~~$11~~$87 million for the three months ended ~~June 30, 2019~~March 31, 2020 compared to ~~a loss~~income of ~~$87~~$20 million for the same period in ~~2018.~~2019. Foreign currency translation contributed ~~favorable~~unfavorable year-over-year impacts ~~during~~for the quarter of ~~$42~~$107 million, driven primarily by the ~~strengthening~~weakening of the ~~Euro, the South African Rand,~~Great British Pound, the Canadian Dollar, the Australian Dollar and the ~~Polish Zloty~~Chinese Yuan as compared to the U.S. Dollar in ~~2019~~2020 versus the ~~weakening~~strengthening of these currencies in the same prior year period. Additionally, the weakening of the ~~Great British Pound~~Euro and the ~~Chinese Yuan~~South African Rand as compared to the U.S. Dollar was ~~not as negative~~greater in ~~2019 versus~~2020 than the weakening of these currencies in the ~~same~~ prior ~~year period.~~year. These ~~favorable~~unfavorable currency translation impacts were partially offset by the ~~negative~~ movement in our Euro net investment hedges during the quarter. In addition to net ~~favorable~~unfavorable foreign currency translation impacts, ~~the tax~~there was an unfavorable impact onfrom the movement inof tax on the net investment hedges as compared to the prior year of ~~$23~~$10 million ~~also~~during the quarter that contributed to the ~~increase~~loss. Partially offsetting these unfavorable drivers was the decreased loss in ~~other comprehensive income~~derivative hedge agreements during the ~~quarter. Changes in the impact of derivative instruments also contributed to the decrease in other comprehensive in the quarter.~~year.

For the six months ended June 30, 2019, other comprehensive income was $9 million compared to a loss of $67 million for the same period in 2018. Foreign currency translation contributed favorable impacts during the period of $63 million, driven by the strengthening of the Euro, the Canadian Dollar, the Great British Pound and the South African Rand as compared to the U.S. Dollar in 2019 versus the weakening of these currencies in the same prior year period. These favorable impacts were partially offset by the negative movement in our Euro net investment hedges during the period. In addition to net favorable foreign currency translation impacts, the tax impact on the movement in the net investment hedges as compared to the prior year of $9 million also contributed to the increase in other comprehensive income during the period.

Liquidity and Capital Resources

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


	Six Months Ended										Three Months Ended
	June 30,										March 31,
(In millions)	2019			2018			Change			(In millions)	2020		2019		Change
Operating activities	$	206		$	201		$	5		Operating activities	$	(2)	$	83	$	(85)
Investing activities	(146		)	(537		)	391			Investing activities	(48)		(77)		29
Financing activities	25			252			(227		)	Financing activities	87		(29)		116
Foreign exchange (a)	2			(9		)	11			Foreign exchange (a)	(22)		2		(24)
Total	$	87		$	(93	)	$	180		Total	$	15	$	(21)	$	36


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

(a)The impact is primarily due to the weakness of the Euro, 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

~~During the six months ended June 30, 2019, net~~Net cash ~~provided~~used by operating activities was ~~$206~~$2 million ~~an increase~~for the three months ended March 31, 2020 as compared to net cash provided of $5$83 million in the comparable prior year period. This net decrease was primarily driven by the change in working capital levels as compared to the ~~same~~ prior year, ~~period. This increase was primarily driven by increased~~largely resulting from the sequential use of working capital following the low levels we saw at the end of 2019, and a decrease in cash from earnings during the period, largely offset by an increase in cash paid for taxes in the period, primarily driven by the utilization of tax credit carryforwards in the prior year that did not repeat in 2019.earnings.

Investing Activities

Cash used in investing activities was ~~$146~~$48 million for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 as compared to ~~$537~~$77 million in the comparable prior year period. This decrease in cash used of $29 million was mainly driven by ~~the $430 million spent~~lower spending on 2018 acquisitions, primarily for the acquisition of Pure Technologies Ltd., versus the $18 million spent for acquisition activity during the current year period. This decrease is partially offset by an $18 million increase relatedcapital expenditures compared to the ~~timing of capital spending on additional plant improvements, including~~prior year, which included the purchase of a building and new software ~~tools.~~tools, and a $5 million reduction in spending on acquisitions.

Financing Activities

Cash generated by financing activities was ~~$25~~$87 million for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 as compared to cash ~~generated~~used of ~~$252~~$29 million in the comparable prior year period. ~~The decrease~~This net increase in cash ~~generated by~~from financing activities during the period was primarily due to higher levels of short-term debt ~~related to acquisition financing~~ during the first quarter of ~~2018 and an increase in dividends paid of $11 million during the period as compared to the prior year. These drivers were~~2020, partially offset by ~~a decrease~~an increase in share repurchase activity of ~~$19~~$21 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 are reevaluating aspects of our spending, including capital expenditures, strategic investments and dividends. We are also considering available federal, state and foreign tax programs related to timing of tax payments and deductions to further manage our liquidity. Historically, we have generated operating cash flow sufficient to fund our primary cash ~~needs centered on~~needs. The potentially prolonged economic effects of the COVID-19 pandemic may impact the Company’s future operating ~~activities, working capital, capital expenditures, strategic investments and dividend payments.~~cash flows. 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.

We monitor our global funding requirements and seek to meet our liquidity needs on a cost effective basis. 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 ~~commercial paper~~capital markets, we believe there is sufficient liquidity to meet our funding requirements. In addition, our ~~newly expanded~~existing committed credit

facilities and access to the public debt markets would provide further liquidity if required. Currently, we have available liquidity of approximately $1.7 billion, consisting of cash and available credit facilities, including term loan facilities as disclosed in Note 12, "Credit Facilities and Debt", of our condensed consolidated financial statements. Our debt repayment obligations in 2020 consist of $268 million in outstanding commercial paper and $191 million of other borrowings. Our next long term debt maturity is October 2021.

~~We anticipate that our present sources of funds, including funds from operations~~Risk related to these items are described below and ~~additional borrowings, will provide us with sufficient liquidity and capital resources to meet our liquidity and capital needs both inside and outside of the United States over the next twelve months.~~

under Item 1A, "Risk Factors".

Credit Facilities & Long-Term Contractual Commitments

See Note ~~13,~~12, "Credit Facilities and Debt", of our condensed consolidated financial statements for a description of our credit facilities and long-term debt.

Non-United States Operations

We generated approximately 50% and ~~50%~~51% of our revenue from non-United States operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 54% and 55% for the three and six months ended June 30, 2018,~~ respectively. As we continue to grow our operations in the emerging markets and elsewhere outside of the United States, we expect to continue to generate significant revenue from non-United States operations and we 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 United States 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 ~~demonstrated~~ need to repatriate funds held internationally to support our United States operations. As of ~~June 30, 2019,~~March 31, 2020, we have provided a deferred tax liability of ~~$11~~$8 million for net foreign withholding taxes and state income taxes on ~~$530~~$505 million of earnings expected to be repatriated to the United States parent as deemed ~~necessary. Repatriation is not expected to have a material impact on liquidity. As of June 30, 2019, our foreign subsidiaries were holding $301 million~~necessary in ~~cash or marketable securities.~~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.~~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 ~~2018~~2019 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. ~~There~~Other than as discussed below, there have been no significant changes in the information concerning our critical accounting estimates as stated in our ~~2018~~2019 Annual Report.

The carrying value of our Advanced Infrastructure Analytics (“AIA”) goodwill reporting unit is $169 million as of March 31, 2020. During the fourth quarter of 2019 we completed our annual goodwill assessment. Our 2019 impairment analysis indicated that the fair value of the AIA reporting unit exceeded its carrying value by less than 20%. We used the income approach to determine the fair value of our goodwill reporting units. Under the income approach, the fair value of the reporting units was based on the present value of the estimated cash flows that the reporting unit is expected to generate over its remaining life. Cash flow projections were based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate was based on the weighted average cost of capital appropriate for the reporting unit.

Given the uncertainty of the future impact of the COVID-19 pandemic, further deterioration of our future cash flows may lead to a charge to earnings. We will continue to evaluate goodwill on an annual basis as of the beginning of our fourth quarter and whenever events and changes in circumstances indicate there may be a potential impairment.

See Item 1A, "Risk Factors" for a discussion of the potential impacts of COVID-19 on the fair value of our assets.

New Accounting Pronouncements

See Note 2,, "Recently Issued Accounting ~~Pronouncements,"~~Pronouncements", to the condensed consolidated financial statements for a complete discussion of recent accounting pronouncements. ~~We are currently evaluating the impact of certain recently issued guidance on our financial condition and results of operations in future periods.~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Effective July 1, 2018, Argentina was determined to be a highly inflationary economy, and as such we evaluated the impact of revaluing our monetary assets and liabilities under the applicable guidance and do not expect it to have a material impact.

There has been no other material change in the information concerning market risk as stated in our ~~2018~~2019 Annual Report.

ITEM 4. CONTROLS AND PROCEDURES

Our management, with 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.

In 2017, the Company undertook steps to advance a multi-year effort to transform many of our support functions and related technologies, including Finance, Human Resources and Procurement. In connection with these restructuring and transformation plans, we continue to centralize certain accounting functions within shared service centers operated by an outsourced provider. This initiative is not in response to any identified deficiency or weakness in the Company’s internal control over financial reporting. In response to this initiative, the Company has and will continue to align and streamline the design and operation of its financial control environment.

~~Other than as described in the preceding paragraph, there~~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.

PART II

ITEM 1. 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 environmental matters, tax, intellectual property matters, acquisitions or divestitures, product liability and personal injury claims, privacy, employment, labor and pension matters, government contract issues and commercial or contractual disputes. See Note 19.18, "Commitments and Contingencies", to the condensed consolidated financial statements for further information and any updates.

ITEM 1A. RISK FACTORS

~~There have been no material changes from the~~Information regarding our risk factors ~~previously disclosed~~appears in Item 1A. of our~~2018~~ Annual Report on Form 10-K ~~under~~for the fiscal year ended December 31, 2019 filed with the SEC on February 28, 2020 ("Annual Report"). These risk factors describe some of the assumptions, risks, uncertainties and other factors that could materially and adversely affect our business, financial condition or operating results. In addition, the following risk factor represents a material change in our risk factors from those disclosed in Item 1A. ~~Risk Factors.~~of our Annual Report.

Our business, results of operations and stock price have been adversely impacted by the coronavirus disease 2019 (COVID-19), and we are unable to predict the full extent to which COVID-19 may adversely impact our business, operations, financial condition, results of operations, and stock price in the future.

The coronavirus disease 2019 (COVID-19) pandemic has created significant global volatility, uncertainty and economic disruption. The global spread of the COVID-19 pandemic has curtailed the movement of people, goods and services worldwide, including in many of the regions where we sell our products and services and conduct operations. Public health officials have recommended, or governments have mandated, precautions to mitigate the spread of COVID-19, including stay at home or similar measures in many of the areas in which we operate. This has resulted in temporary production impacts at several of our facilities over the past several months, and also curtailed the business and operations of some of our customers and suppliers.

The COVID-19 pandemic is adversely affecting, and is expected to continue to adversely affect, our operations, supply chains and businesses, and we have experienced, and expect to continue to experience, unpredictable interruptions at our suppliers and reductions in demand for certain of our products and services as the COVID-19 pandemic has also had an adverse impact on many of the customers we serve. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our business, operations, financial condition and results, and stock price remains uncertain and difficult to predict, but we expect our results to be adversely impacted beyond the quarter ending March 31, 2020.

The extent to which the COVID-19 pandemic impacts our business, operations, financial condition and results, and stock price will depend on numerous evolving factors that remain uncertain, many of which are not within our control or which we may not effectively respond to, including: the duration and scope of the pandemic; governmental, business and individuals’ mandates, actions and protocols that have been and continue to be taken in response to the pandemic; shortage of labor due to stay at home mandates, quarantines or prolonged illness of our employees or that of our customers or suppliers; the impact of the pandemic on economic activity and actions taken in response; the effect on our customers’ demand for our products and services, including slowed decision-making, delay or cancellation of orders or planned projects, or termination of existing agreements; the ability of our suppliers to supply us with products, parts and raw materials, including the ability of our suppliers to meet logistics or delivery requirements; our ability to sell and provide our products and services, including as a result of travel restrictions and people working from home; the ability of our customers to pay for our products and services; any closures of our and our customers’ facilities or suspension of operations; commodity cost volatilities; and the pace of recovery when the COVID-19 pandemic subsides, as well as response to potential recurrence.

Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other capital markets which has, and may continue to, adversely impact our stock price. The financial and capital market volatility may also increase our cost of capital or may limit the availability of additional capital or make it more difficult to secure, possibly only on terms less favorable to us. A sustained downturn may impact our liquidity position, including our ability to continue to pay dividends. A sustained downturn in the financial markets and asset

values may also result in the carrying value of our goodwill or other intangible assets exceeding their fair value, which may require us to recognize an impairment to those assets. The effects of the COVID-19 pandemic, including remote working arrangements for employees, may also impact our financial reporting systems and internal control over financial reporting.

Further, the COVID-19 pandemic, and the volatile regional and global economic conditions stemming from the pandemic, could also precipitate or aggravate the other risk factors that we identify in our 2019 Annual Report on Form 10-K, which could materially adversely affect our business, financial condition, results of operations and/or stock price. Additionally, the COVID-19 pandemic may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations.

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 ~~June 30, 2019~~:March 31, 2020:



~~(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)~~
~~4/1/19 - 4/30/19~~	—	—	—	~~$338~~
~~5/1/19 - 5/31/19~~	—	—	—	~~$338~~
~~6/1/19 - 6/30/19~~	—	—	—	~~$338~~


(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)
1/1/20 - 1/31/20	—	—	—	$338
2/1/20 - 2/29/20	—	—	—	$338
3/1/20 - 3/31/20	0.7	77.06	0.7	$288

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)~~

(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 the three months ended March 31, 2020, we repurchased 0.7 million shares for $50 million. There are up to $288 million in shares that may still be purchased under this plan as of March 31, 2020.

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.

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).



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.

~~101.0~~ 10.35	Term Loan Agreement, dated as of April 25, 2020 among Xylem Europe GmbH, as borrower, Xylem Inc., as parent guarantor and ING Bank, as lender (including Form of Parent Guarantee)	Filed herewith.

10.36	Term Loan Agreement, dated April 30, 2020 among Xylem Inc., as borrower, and Australia and New Zealand Banking Group Limited, as lender	Filed herewith.

101.0	The following materials from Xylem Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended ~~June 30, 2019,~~March 31, 2020, formatted in ~~XBRL (Extensible~~Inline Extensible Business Reporting ~~Language)~~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, 2020 formatted in Inline XBRL and contained in Exhibit 101.0.

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)

						~~XYLEM INC.~~
		~~(Registrant)~~

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

~~August 1, 2019~~

May 5, 2020



(in millions)	Amount
Cash	$	14
Receivables	23
Inventories	4
Prepaid and other current assets	2
Property, plant and equipment	22
Intangible assets	149
Other long-term assets	1
Accounts payable	(3		)
Accrued and other current liabilities	(12		)
Deferred income tax liabilities	(25		)
Other non-current accrued liabilities	(2		)
Total identifiable net assets	173

Goodwill	261
Total consideration	$	434



Category	Life	Amount (in millions)
Customer Relationships	17 - 18 years	$	84
Technology	3 - 10 years	38
Tradenames	20 years	21
Internally Developed Software	3 years	6
Total		$	149



(in millions)	Three Months Ended June 30, 2018	Six Months Ended June 30, 2018
(in millions)	Three Months Ended June 30, 2018	Six Months Ended June 30, 2018
Revenue	N/A	$	2,539
Net income	N/A	$	191



(in millions)	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Lease cost
Operating lease cost	$	20	$	38
Short-term lease cost	2		5
Variable lease cost	4		10
Total lease cost	$	26	$	53



(in millions)	Six Months Ended June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	37

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	16



	June 30, 2019							December 31, 2018
(in millions)	Carrying Amount		Accumulated Amortization			Net Intangibles		Carrying Amount		Accumulated Amortization			Net Intangibles
Customer and distributor relationships	$	947	$	(318	)	$	629	$	951	$	(286	)	$	665
Proprietary technology and patents	205		(101		)	104		198		(93		)	105
Trademarks	149		(46		)	103		148		(41		)	107
Software	392		(185		)	207		355		(164		)	191
Other	21		(19		)	2		24		(19		)	5
Indefinite-lived intangibles	166		—			166		159		—			159
Other Intangibles	$	1,880	$	(669	)	$	1,211	$	1,835	$	(603	)	$	1,232



	Share units (in thousands)		Weighted Average Exercise Price / Share		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2019	2,125		$	43.08	6.5
Granted	330		74.07
Exercised	(244	)	35.47
Forfeited and expired	(5	)	58.96
Outstanding at June 30, 2019	2,206		$	48.53	6.7	$	78
Options exercisable at June 30, 2019	1,533		$	39.53	5.8	$	68
Vested and expected to vest as of June 30, 2019	2,130		$	47.66	6.6	$	77



Volatility	24.10		%
Risk-free interest rate	2.56		%
Dividend yield	1.30		%
Expected term (in years)	5.4
Weighted-average fair value / share	$	17.06