Item 1.01 Entry into a Material Definitive Agreement.

On June 22, 2020, Xylem Inc. (the "Company") entered into Amendment No. 1 (the "Amendment") to the Five-Year Revolving Credit Facility Agreement, dated as of March 5, 2019 (as amended, restated, modified or supplemented from time to time, the "2019 Credit Facility"), among the Company, the lenders party thereto and Citibank, N.A., as administrative agent. The Amendment, among other things:

(a) modifies the financial covenant, which had a test based on the maximum leverage ratio (defined as consolidated total debt to consolidated EBITDA), to a test based on the net leverage ratio (defined as consolidated total debt, less unrestricted cash and cash equivalents, to consolidated EBITDA), through the quarter ending September 30, 2021, after which time the covenant will revert to the prior test based on the maximum leverage ratio; and

(b) restricts stock repurchases until March 31, 2021, except for shares of common stock in an amount not to exceed the number of shares issued after the date of the Amendment, subject to customary exceptions.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the underlying agreement, which is filed as Exhibit 10.34.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 of this report is also responsive to Item 2.03 of this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits

 Exhibit
   No.                                       Description

  10.34.1         Amendment No. 1, dated June 22, 2020, to the Five-Year Revolving
                Credit Facility Agreement, dated as of March 5, 2019, each among
                Xylem Inc., the lenders party thereto and Citibank, N.A., as
                administrative agent.

  104.0         The cover page from Xylem Inc.'s Form 8-K, formatted in Inline XBRL
                (included as Exhibit 101).

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