Item 2.02 Results of Operations and Financial Condition




On July 30, 2020, Xylem Inc. issued a press release announcing its financial
results for the second quarter ended June 30, 2020. A copy of the press release
is furnished as Exhibit 99.1 to this report and is incorporated by reference
herein.
This information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 5.02         Departure of Directors or Certain Officers; Election of Directors;
                  Appointment of Certain Officers; Compensatory Arrangements of Certain
                  Officers.

On July 29, 2020, the Board of Directors (the "Board") of Xylem Inc. (the "Company") increased the size of the Board from 10 to 12 directors, and appointed Lila Tretikov and Uday Yadav as members of the Board to fill the vacancies, effective immediately. The Board expects to determine committee assignments for Ms. Tretikov and Mr. Yadav at a subsequent meeting. The Board has determined that Ms. Tretikov and Mr. Yadav are independent under the Company's Corporate Governance Principles, the New York Stock Exchange listing standards and applicable Securities and Exchange Commission ("SEC") rules and regulations.

Ms. Tretikov currently serves as Corporate Vice President of Technology in the Office of the Chief Technology Officer at Microsoft Corporation. There are no arrangements or understandings between Ms. Tretikov and any other person pursuant to which she was elected as a director.

Mr. Yadav currently serves as the President and Chief Operating Officer, Electrical Sector for Eaton. There are no arrangements or understandings between Mr. Yadav and any other person pursuant to which he was elected as a director.

Neither Ms. Tretikov nor Mr. Yadav is a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Tretikov and Mr. Yadav will receive compensation consistent with the standard compensatory arrangements for non-employee directors of the Board, as described under the heading "Director Compensation" in the Company's 2020 Proxy Statement filed with the SEC on April 1, 2020. Ms. Tretikov and Mr. Yadav's compensation for the current term will be prorated. Their prorated cash retainer fees for service through December 31, 2020 will also be subject to a temporary 20% reduction, applicable to all directors as previously approved by the Board in response to the business and economic changes arising out of the novel coronavirus (COVID-19) pandemic.

The Company issued a press release announcing the appointment of Ms. Tretikov and Mr. Yadav to the Board, which is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits.

Exhibit
  No.       Description

  99.1      Press Release issued by Xylem Inc. on July 30, 2020.
104.0       The cover page from Xylem Inc.'s Form 8-K, formatted in Inline XBRL.

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