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



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

Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well as
any forward-looking statements, are subject to change and to inherent risks and
uncertainties, many of which are beyond our control. Additionally, many of these
risks and uncertainties are, and may continue to be, amplified by impacts from
the war between Russia and Ukraine, as well as the ongoing coronavirus
("COVID-19") pandemic and related macroeconomic conditions (including
inflation). Important factors that could cause our actual results, performance
and achievements, or industry results to differ materially from estimates or
projections contained in or implied by our forward-looking statements include,
among others, the following: the impact of overall industry and general economic
conditions, including industrial, governmental, and public and private sector
spending and the strength of the residential and commercial real estate markets,
on economic activity and our operations; geopolitical events, including the war
between Russia and Ukraine, and regulatory, economic and other risks associated
with our global sales and operations, including with respect to domestic content
requirements applicable to projects with governmental funding; continued
uncertainty around the ongoing COVID-19 pandemic's magnitude, duration and
impacts on our business, operations, growth, and financial condition; actual or
potential other epidemics, pandemics or global health crises; availability,
shortage or delays in receiving electronic components (in particular,
semiconductors), parts, and raw materials from our supply chain; manufacturing
and operating cost increases due to macroeconomic conditions, including
inflation, supply chain shortages, logistics challenges, tight labor markets,
prevailing price changes, tariffs and other factors; demand for our products;
disruption, competition or pricing pressures in the markets we serve;
cybersecurity incidents or other disruptions of information technology systems
on which we rely, or involving our products; disruptions in operations at our
facilities or that of third parties upon which we rely; ability to retain and
attract senior management and other diverse and key talent, as well as
competition for overall talent and labor; difficulty predicting our financial
results; defects, security, warranty and liability claims, and recalls with
respect to products; availability, regulation or interference with radio
spectrum used by certain of our products; uncertainty related to restructuring
and realignment actions and related charges and savings; our ability to continue
strategic investments for growth; our ability to successfully identify, execute
and integrate acquisitions; volatility in served markets or impacts on business
and operations due to weather conditions, including the effects of climate
change; fluctuations in foreign currency exchange rates; our ability to borrow
or refinance our existing indebtedness and uncertainty around the availability
of liquidity sufficient to meet our needs; risk of future impairments to
goodwill and other intangible assets; failure to comply with, or changes in,
laws or regulations, including those pertaining to anti-corruption, data privacy
and security, export and import, competition, and the environment and climate
change; changes in our effective tax rates or tax expenses; legal, governmental
or regulatory claims, investigations or proceedings and associated contingent
liabilities; and other factors set forth under "Item 1A. Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2021 ("2021 Annual
Report") and in subsequent filings we make with the Securities and Exchange
Commission ("SEC").

Forward-looking and other statements in this Report regarding our environmental
and other sustainability plans and goals are not an indication that these
statements are necessarily material to investors or are required to be disclosed
in our filings with the SEC. In addition, historical, current, and
forward-looking social, environmental and sustainability related statements may
be based on standards for measuring progress that are still developing, internal
controls and processes that continue to evolve, and assumptions that are subject
to change in the future. All forward-looking statements made herein are based on
information currently available to us as of the date of this Report. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law.

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Overview

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

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

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

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


COVID-19 Pandemic Update and Related Macroeconomic Impacts

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



Our markets and operations have largely demonstrated resilience against the
effects of the pandemic. However, we have experienced, and may continue to
experience, shortages in the supply of components, including electronics,
particularly semiconductors ("chips"), parts and raw materials. For example,
China has adopted and continues to rely upon a "zero-COVID" policy pursuant to
which it has declared a number of total and partial lockdowns in cities
throughout China that has, and may continue to adversely affect the global
supply chain. As a result of these measures, our production facilities located
in China have experienced, and may continue to experience in the future, reduced
production levels.


                                       32

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To counteract the ongoing impacts on our supply chain, we are taking various
actions, including building inventory to support backlog execution, qualifying
alternative supply chains and redesigning our products. We expect chip supply to
modestly improve in each successive quarter in 2022.

We have also experienced, and continue to experience, increased inflation, freight and logistics costs, and are engaging in various mitigation strategies, including enhanced price realization efforts.

We continue to assess the evolving nature of the pandemic and related macroeconomic impacts on our business, employees, supply chain, customers and communities, and take appropriate actions in an effort to mitigate adverse consequences.



Risk related to the pandemic, supply chain and macroeconomic issues, including
inflation, are described in further detail under "Item 1A. Risk Factors" in the
Company's 2021 Annual Report.

Executive Summary

Xylem reported revenue for the second quarter of 2022 of $1,364 million, an
increase of 1.0% compared to $1,351 million reported in the second quarter of
2021. On a constant currency basis, revenue increased by $73 million, or 5.4%,
driven by organic revenue growth in the Applied Water and Water Infrastructure
segments, partially offset by organic declines in Measurement & Control
Solutions. These results were driven by organic growth in the industrial,
residential and utilities end markets, partially offset by organic declines in
commercial.

We generated operating income of $146 million (margin of 10.7%) during the
second quarter of 2022, as compared to $160 million (margin of 11.8%) in 2021.
Operating income in the second quarter of 2022 included an unfavorable impact
from increased restructuring and realignment costs of $2 million as compared to
the second quarter of 2021, as well as an increase in special charges of
$1 million. Excluding the impact of these items, adjusted operating income was
$155 million (adjusted margin of 11.4%) during the second quarter of 2022 as
compared to $166 million (adjusted margin of 12.3%) in 2021. The decrease in
adjusted operating margin was primarily due to cost inflation, increased
spending on strategic investments and some unfavorable mix. These impacts were
partially offset by strong price realization and productivity savings.

Additional financial highlights for the quarter ended June 30, 2022 include the following:

•Orders of $1,684 million, up 1.4% from $1,660 million in the prior year, and up 5.8% on an organic basis.

•Earnings per share of $0.62, flat compared to prior year ($0.66, flat versus prior year, on an adjusted basis).



•Net income as a percent of revenue of 8.2%, down 20 basis points compared to
8.4% in the prior year. EBITDA margin of 15.1%, down 110 basis points when
compared to 16.2% in the prior year (16.6% on an adjusted basis, down 70 basis
points)

•Net cash flow used in operating activities of $32 million for the six months
ended June 30, 2022, a decrease of $174 million during the same period of the
prior year. Negative free cash flow of $63 million, down $189 million from the
prior year.



                                       33

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Key Performance Indicators and Non-GAAP Measures



Management reviews key performance indicators including revenue, gross margins,
segment operating income and operating income margins, free cash flow, 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 non-GAAP measures to be key
performance indicators, as well as the related reconciling items to the most
directly comparable measure calculated and presented in accordance with GAAP.
The non-GAAP measures may not be comparable to similarly-titled measures
reported by other companies.

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

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

•"adjusted net income" and "adjusted earnings per share" defined as net income
and earnings per share, respectively, adjusted to exclude restructuring and
realignment costs, special charges, gain or loss from sale of businesses and
tax-related special items, as applicable. A reconciliation of adjusted net
income and adjusted earnings per share is provided below.
                                                            Three Months Ended                                             Six Months Ended
                                                                 June 30,                                                      June 30,
(In millions, except for per share data)            2022                           2021                           2022                           2021
Net income & Earnings per share           $ 112          $ 0.62          $ 113          $ 0.62          $ 194          $ 1.07          $ 200          $ 1.10
Restructuring and realignment, net of tax
of $2 and $3 for 2022 and $1 and $3 for
2021                                          6            0.03              5            0.03              9            0.06             11            

0.06


Special charges, net of tax of $0 and $1
for 2022 and $1 and $1 for 2021               3            0.02              2            0.01              4            0.02              5            0.03
Tax-related special items                    (1)          (0.01)             1            0.01             (2)          (0.01)             7            0.04
Gain from sale of business, net of tax of
$0 for 2022                                   -               -             (2)          (0.01)            (1)          (0.01)            (2)           

-


Adjusted net income & Adjusted earnings
per share                                 $ 120          $ 0.66          $ 119          $ 0.66          $ 204          $ 1.13          $ 221          $ 1.23



•"adjusted operating expenses" and "adjusted gross profit" defined as operating
expenses and gross profit, respectively, 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.

                                       34
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•"EBITDA" defined as earnings before interest, taxes, depreciation and
amortization expense "EBITDA margin" defined as EBITDA divided by total revenue,
"adjusted EBITDA" reflects the adjustment to EBITDA to exclude share-based
compensation charges, restructuring and realignment costs, special charges and
gain or loss from sale of businesses, and "adjusted EBITDA margin" defined as
adjusted EBITDA divided by total revenue.

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

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

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



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

                                                 Six Months Ended
                                                     June 30,
(In millions)                                    2022            2021

Net cash provided by operating activities $ 32 $ 206 Capital expenditures

                              (95)            (80)
Free cash flow                              $     (63)         $  126

Net cash used in investing activities $ (84) $ (69) Net cash used in financing activities $ (158) $ (162)


                                       35
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2022 Outlook



We are updating our total revenue growth to be in the range of 3% to 5% in 2022,
with organic revenue growth anticipated to be in the range of 8% to 10%. The
following is a summary of our organic revenue outlook by end markets:

•Utilities revenue was flat through the first half of the year on an organic
basis driven by strength in western Europe and tempered growth in North America
offset by weakness in the emerging markets. For 2022, we expect organic revenue
growth in the mid-single-digit range, as utilities remain focused on
mission-critical applications in wastewater and operational activity and demand
continues to be healthy and resilient. We expect uneven growth from China and
India as multi-year government funding programs are deployed. On the clean water
side, the timing of large project deployments has been impacted by the global
shortage of electronic components. We anticipate that with modest easing of chip
shortages, these deployments will ramp up based on our strong backlog position
and orders momentum. Additionally, we can expect continued momentum in the
global test and treatment markets and rising demand, and focus on pipeline
assessment services.

•Industrial revenue increased by approximately 11% through the first half of the
year on an organic basis driven by strength across all major geographic regions.
For 2022, we expect organic revenue growth in the high-single-digit to
low-double-digit range based on steady global demand. We continue to see robust
growth in our dewatering business, especially in the emerging markets. In the
U.S. and western Europe, we expect sustained demand in light industrial activity
reflecting our strong orders and backlog, and considerable traction from new
product introductions and large account activity in western Europe.

•In the commercial markets, organic revenue for the first half of the year
increased by approximately 4% driven by western Europe and the U.S. For 2022, we
expect organic revenue growth in the mid-single to high-single digit range. We
expect solid replacement business and new product introductions in the U.S. and
Europe. We also expect modest share gains, with demand for eco-friendly products
supported by increase in funding for green buildings in Europe.

•In the residential markets, organic revenue increased by approximately 14%
through the first half of the year driven by strength in the U.S. growth and
western Europe, marginally offset by weakness in the emerging markets. This
market is primarily driven by solid replacement revenue serviced through our
distribution network. For 2022, we expect double-digit organic revenue growth.
We anticipate activity to remain healthy from increased residential users in the
U.S. and western Europe.


We will continue to strategically execute restructuring and realignment actions
in an effort to optimize our cost structure, improve our operational efficiency
and effectiveness, strengthen our competitive positioning and better serve our
customers. During 2022, we expect to incur approximately $20 million and $25
million in restructuring and realignment costs.


                                       36
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Results of Operations
                                                Three Months Ended                                            Six Months Ended
                                                     June 30,                                                     June 30,
(In millions)                     2022              2021                Change                 2022             2021                Change
Revenue                       $   1,364          $ 1,351                1.0    %            $ 2,636          $ 2,607                1.1    %
Gross profit                        520              520                  -    %                987            1,010               (2.3)   %
Gross margin                       38.1  %          38.5  %             (40)   bp              37.4  %          38.7  %            (130)   bp

Total operating expenses            374              360                3.9    %                730              717                1.8    %
Expense to revenue ratio           27.4  %          26.6  %              80    bp              27.7  %          27.5  %              20    bp
Restructuring and realignment
costs                                 8                6               33.3    %                 12               14              (14.3)   %

Special charges                       1                -                    NM %                  2                2                  -    %
Adjusted operating expenses         365              354                3.1    %                716              701                2.1    %
Adjusted operating expenses
to revenue ratio                   26.8  %          26.2  %              60    bp              27.2  %          26.9  %              30    bp
Operating income                    146              160               (8.8)   %                257              293              (12.3)   %
Operating margin                   10.7  %          11.8  %            (110)   bp               9.7  %          11.2  %            (150)   bp
Interest and other
non-operating expense, net           10               24              (58.3)   %                 24               43              (44.2)   %
Gain from sale of business            -                2                  -                       1                2              (50.0)
Income tax expense                   24               25               (4.0)   %                 40               52              (23.1)   %
Tax rate                           17.5  %          18.5  %            (100)   bp              17.0  %          20.7  %            (370)   bp
Net income                    $     112          $   113               (0.9)   %            $   194          $   200               (3.0)   %


NM - Not meaningful change

Revenue

Revenue generated during the three and six months ended June 30, 2022 was $1,364
million and $2,636 million, reflecting increases of $13 million, or 1.0%, and
$29 million, or 1.1%, respectively, compared to the same prior year periods. On
a constant currency basis, revenue grew 5.4% and 4.7% for the three and six
months ended June 30, 2022. The increases on a constant currency basis were
driven by organic revenue growth of $76 million and $127 million respectively,
reflecting strong organic growth in western Europe and the U.S. for both
periods, as the emerging markets were flat for the quarter and a decline for the
year-to-date, with the COVID lockdowns mandated by the government in China
offsetting organic growth in other parts of the region.

The following table illustrates the impact from organic growth, recent divestitures, and foreign currency translation in relation to revenue during the three and six months ended June 30, 2022:


                                       Water Infrastructure                         Applied Water                 Measurement & Control Solutions                 Total Xylem
(In millions)                        $ Change           % Change              $ Change        % Change               $ Change         % Change              $ Change       % Change
2021 Revenue                   $              569                          $        414                          $          368                          $     1,351
Organic Growth                                 54             9.5  %                 30             7.2  %                   (8)           (2.2) %                76             5.6  %
Divestitures                                    -               -  %                  -               -  %                   (3)           (0.8) %                (3)           (0.2) %
Constant Currency                              54             9.5  %                 30             7.2  %                  (11)           (3.0) %                73             5.4  %
Foreign currency translation
(a)                                           (34)           (6.0) %                (15)           (3.6) %                  (11)           (3.0) %               (60)           (4.4) %
Total change in revenue                        20             3.5  %                 15             3.6  %                  (22)           (6.0) %                13             1.0  %
2022 Revenue                   $              589                          $        429                          $          346                          $     1,364


(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 British Pound, the Swedish Krona and the Australian Dollar.

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                                       Water Infrastructure                         Applied Water                 Measurement & Control Solutions                 Total Xylem
(In millions)                        $ Change           % Change              $ Change        % Change               $ Change         % Change              $ Change       % Change
2021 Revenue                   $            1,078                          $        807                          $          722                          $     2,607
Organic Growth                                 97             9.0  %                 70             8.7  %                  (40)           (5.5) %               127             4.9  %
Divestitures                                    -               -  %                  -               -  %                   (5)           (0.7) %                (5)           (0.2) %
Constant Currency                              97             9.0  %                 70             8.7  %                  (45)           (6.2) %               122             4.7  %
Foreign currency translation
(a)                                           (53)           (4.9) %                (23)           (2.9) %                  (17)           (2.4) %               (93)           (3.6) %
Total change in revenue                        44             4.1  %                 47             5.8  %                  (62)           (8.6) %                29             1.1  %
2022 Revenue                   $            1,122                          $        854                          $          660                          $     2,636


(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 British Pound, the Swedish Krona and the Australian Dollar.

Water Infrastructure



Water Infrastructure revenue increased $20 million, or 3.5%, for the second
quarter of 2022 (9.5% increase on a constant currency basis) as compared to the
prior year. Revenue was negatively impacted by $34 million of foreign currency
translation, with the change at constant currency coming entirely from organic
growth of $54 million. Organic growth for the quarter was driven by strength in
both the industrial and utility end markets. The industrial end market had
organic growth across all major geographic regions, with particular strength in
western Europe where we benefited from price realization and strong backlog
execution, as well as strong dewatering demand in the emerging markets. The
utilities end market also experienced organic growth led by strength in the U.S.
driven by strong backlog and order intake execution, as well as good price
realization, and in western Europe where we saw strong demand in utilities'
capital spending. Strength in the utilities end market was partially offset by
weakness in the emerging markets, mostly due to the negative impact of continued
COVID lockdowns in China early on in the quarter.

From an application perspective, organic revenue growth for the second quarter
was primarily driven by our transport applications reflecting strong revenue
growth across all major geographies, with particular strength in the U.S., where
we executed on a strong backlog, experienced solid price realization and healthy
order intake, and in western Europe from solid price realization and increased
demand in utility capital projects. We also experienced solid growth in emerging
markets where Africa and Latin America benefited from robust mining and rental
demand in our dewatering business. Organic revenue for the treatment application
was also up modestly for the quarter, driven by healthy market conditions and
solid backlog execution in western Europe and the U.S., partially offset by the
negative impact in China as a result of the COVID lockdowns early in the
quarter.

For the six months ended June 30, 2022, revenue increased $44 million, or 4.1%
(9.0% increase on a constant currency basis) as compared to the prior year.
Revenue was negatively impacted by $53 million of foreign currency translation,
with the change at constant currency coming entirely from organic growth of $97
million. Organic growth for the period was driven by strength in both the
industrial and utility end markets. The industrial end market had organic growth
across all major geographies, with particular strength in western Europe, Latin
America and the U.S. The utilities end market also experienced organic growth
led by strength in the U.S. and western Europe, bolstered by strong price
realization, solid backlog execution and timing of projects as compared to prior
year; which was partially offset by weakness in the emerging markets, primarily
due to the negative impact of continued COVID lockdowns in China.

From an application perspective, organic revenue growth during the six-month
period was driven almost entirely by our transport applications. Transport
experienced strong revenue growth the U.S., where we executed on a strong
backlog and experienced solid price realization, and in western Europe from
solid price realization and strong utility project backlog execution. The
emerging markets had strong growth in dewatering from mining demand in Latin
America and Africa, which was partially offset by declines in China due to COVID
lockdowns. Organic revenue for the treatment application was also up modestly
for the period, as revenue growth from project deliveries and strong backlog
execution in western Europe and the U.S. more than offset the negative impact in
China as a result of the continued COVID lockdowns.


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Applied Water



Applied Water revenue increased $15 million, or 3.6%, for the second quarter of
2022 (7.2% increase on a constant currency basis) as compared to the prior year.
Revenue was negatively impacted by $15 million of foreign currency translation,
with the change at constant currency coming entirely from organic growth of $30
million, driven by strength in the industrial and residential end markets,
partially offset by modest declines in the commercial end market. Organic
revenue growth in the second quarter was led by strength in the industrial water
application in the U.S. where we benefited from price realization and strong
backlog execution, and in western Europe where we benefited from investments
that drove strong growth in manufacturing output. Residential building services
also grew organically during the quarter, primarily from price realization and
strong backlog execution in the U.S., partially offset by declines in China
impacted by COVID related project delays. Organic growth for the quarter was
partially offset by the declines in the commercial building services application
in the U.S., impacted by supply constraints more than offsetting the growth in
western Europe due to healthy order intake and stocking by distributors.

For the six months ended June 30, 2022, revenue increased $47 million, or 5.8%
(8.7% increase on a constant currency basis) as compared to the prior year.
Revenue was negatively impacted by $23 million of foreign currency translation
during the six month period, with the change at constant currency coming
entirely from organic growth of $70 million. Organic growth during the period
was driven by strength in every end market and across all major geographic
regions, with particular strength in the U.S. and western Europe. Organic
revenue growth during the six month period was led by strength in the industrial
water application in the U.S. where we benefited from price realization and
strong backlog execution, and in western Europe, driven by healthy order intake.
The residential building services application also grew organically during the
period, primarily in the U.S. driven by price realization and strong backlog
execution. Commercial building services also grew organically during the period,
particularly in western Europe due to distributors maintaining higher stock
levels, and in the U.S. where we benefited from price realization and strong
backlog execution.

Measurement & Control Solutions



Measurement & Control Solutions revenue decreased $22 million, or 6.0%, for the
second quarter of 2022 (3.0% decrease on a constant currency basis) as compared
to the prior year. Revenue was negatively impacted by $11 million of foreign
currency translation, with the change at constant currency coming from an
organic decline of $8 million and reduced revenue related to divestiture impacts
of $3 million. Organic weakness in the quarter was driven by declines in the
utility end markets in the U.S. and western Europe while the emerging markets
remained relatively flat as compared to the prior year. The industrial end
market experienced modest growth.

From an application perspective, organic revenue decline during the quarter was
driven by declines in the energy applications, in the U.S. as a result of
continued electronic component shortages affecting our smart metering business.
The water applications had modest growth in the emerging markets where we
executed on strong backlog.

For the six months ended June 30, 2022, revenue decreased $62 million, or 8.6%
(6.2% decrease on a constant currency basis) as compared to the prior year.
Revenue was negatively impacted by $17 million of foreign currency translation,
with the change at constant currency coming from an organic decline of $40
million and reduced revenue related to divestiture impacts of $5 million.
Organic weakness in the period was driven by declines in the utility end market
across all major geographic regions, primarily driven by electronic component
shortages which more than offset modest growth in the industrial end market.

From an application perspective, organic revenue declined during the six-month
period driven by weakness in both the energy and water applications, primarily
in the U.S. as a result of continued electronic component shortages affecting
our smart metering business. Declines in the water applications were slightly
offset by modest growth in the emerging markets from strong backlog execution in
our test business.

                                       39
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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 second quarter of 2022 were $1,684 million, an increase of
$24 million, or 1.4%, over the prior year (5.5% increase on a constant currency
basis). Orders received during the six months ended June 30, 2022 were $3,399
million, an increase of $201 million, or 6.3%, over the prior year (9.6%
increase on a constant currency basis). Order intake was negatively impacted by
$67 million and $107 million of foreign currency translation for the three and
six months ended June 30, 2022, respectively.

The following table illustrates the impact from organic growth, recent divestitures, and foreign currency translation in relation to orders during the three and six months ended June 30, 2022:


                                    Water Infrastructure                         Applied Water                 Measurement & Control Solutions                 Total Xylem
(in millions)                     $ Change           % Change              $ Change        % Change               $ Change         % Change              $ Change       % Change
2021 Orders                 $              639                          $        486                          $          535                          $     1,660
Organic Growth                             134            21.0  %                  9             1.9  %                  (47)           (8.8) %                96             5.8  %
Divestitures                                 -               -  %                  -               -  %                   (5)           (0.9) %                (5)           (0.3) %
Constant Currency                          134            21.0  %                  9             1.9  %                  (52)           (9.7) %                91             5.5  %
Foreign currency
translation (a)                            (42)           (6.6) %                (15)           (3.1) %                  (10)           (1.9) %               (67)           (4.0) %
Total change in orders                      92            14.4  %                 (6)           (1.2) %                  (62)          (11.6) %                24             1.4  %
2022 Orders                 $              731                          $        480                          $          473                          $     1,684


(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 British Pound, the Swedish Krona and the Australian Dollar.

                                     Water Infrastructure                         Applied Water                Measurement & Control Solutions                 Total Xylem
(in millions)                      $ Change           % Change              $ Change        % Change               $ Change        % Change              $ Change       % Change
2021 Orders                  $            1,250                          $        963                          $         985                          $     3,198
Organic Growth                              207            16.6  %                 47             4.9  %                  65             6.6  %               319            10.0  %
Divestitures                                  -               -  %                  -               -  %                 (11)           (1.1) %               (11)           (0.4) %
Constant Currency                           207            16.6  %                 47             4.9  %                  54             5.5  %               308             9.6  %
Foreign currency translation
(a)                                         (66)           (5.3) %                (25)           (2.6) %                 (16)           (1.6) %              (107)           (3.3) %
Total change in orders                      141            11.3  %                 22             2.3  %                  38             3.9  %               201             6.3  %
2022 Orders                  $            1,391                          $        985                          $       1,023                          $     3,399


(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 British Pound, the Swedish Krona and the Australian Dollar.


Water Infrastructure



Water Infrastructure segment orders increased $92 million, or 14.4%, to $731
million (21.0% on a constant currency basis) for the second quarter of 2022 as
compared to the prior year. Order growth for the quarter was negatively impacted
by $42 million of foreign currency translation. The order increase on a constant
currency basis in the quarter was driven by organic order growth in our
transport applications across all major geographic regions, primarily in the
U.S., where we benefited from strong market demand and large infrastructure
projects. Transport also had organic order growth in western Europe, where we
saw healthy demand and capital spending from utility customers and in emerging
markets, primarily from continued mining demand in Africa. For the treatment
application, organic orders declined in the quarter, primarily due to in
weakness in the emerging markets from the impact of COVID lockdowns in China.

                                       40
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For the six months ended June 30, 2022, orders increased $141 million, or 11.3%,
to $1,391 million (16.6% on a constant currency basis) as compared to the prior
year. Order growth for the period was negatively impacted by $66 million of
foreign currency translation. Organic orders increased during the period as
strength in the transport applications came primarily from the U.S. where we
benefited from strong market demand, large infrastructure projects and mining
demand for the dewatering business. There was also order growth from water
utility customers in western Europe and dewatering demand in the emerging
markets coming from Africa and Latin America, partially offset by order declines
in India where there was a large project order in the prior year, and China
impacted by the COVID lockdowns. The treatment application saw a decrease in
orders due to the prolonged COVID lockdowns in China, which more than offset
project order wins in western Europe in the period.

Applied Water



Applied Water segment orders decreased $6 million, or 1.2%, to $480 million
(1.9% increase on a constant currency basis) for the second quarter of 2022 as
compared to the prior year. Order growth for the quarter was negatively impacted
by $15 million of foreign currency translation. The order increase on a constant
currency basis was driven by strength across all major geographic regions,
primarily the emerging markets where we saw strong project orders in Africa and
distributor order strength in India.

For the six months ended June 30, 2022, orders increased $22 million, or 2.3%,
to $985 million (4.9% increase on a constant currency basis) as compared to the
prior year. Order growth for the period was negatively impacted by $25 million
of foreign currency translation. The order increase on a constant currency basis
was driven by strength across all major geographic regions. This reflects demand
and timing of orders to address longer lead times in the U.S and western Europe,
and strong project orders in the emerging markets.

Measurement & Control Solutions



Measurement & Control Solutions segment orders decreased $62 million, or 11.6%,
to $473 million (9.7% decrease on a constant currency basis) for the second
quarter of 2022 as compared to the prior year. Order weakness for the quarter
was negatively impacted by $10 million of foreign currency translation and
reduced orders related to divestiture impacts of $5 million. The order decrease
on a constant currency basis consisted primarily of organic order declines of
$47 million, or (8.8)%. Organic orders for the quarter decreased in water
applications, primarily driven by moderation of the early increased demand and
advanced ordering to address electronic component shortages that we benefited
from in the prior year and lapping of large prior year orders for metrology
projects in the U.S. and western Europe. This decline was partially offset by
strength in the energy applications driven by continued orders to mitigate
electronic component shortages and longer lead times.

For the six months ended June 30, 2022, orders increased $38 million or 3.9%, to
$1,023 million (5.5% increase on a constant currency basis) as compared to the
prior year. Order growth for the period was negatively impacted by $16 million
of foreign currency translation and reduced orders related to divestiture
impacts of $11 million. The order increase on a constant currency basis
consisted primarily of organic order growth of $65 million, or 6.6%. Organic
orders for the period increased in the energy application, primarily driven by
demand and continued advanced ordering to address electronic component
shortages. This increase was offset by weakness in the water application driven
by the moderation of early orders to mitigate electronic component shortages and
longer lead times that drove order growth in the prior year, as well as modest
order growth in our test application.

Backlog



Backlog includes orders on hand as well as contractual customer agreements at
the end of the period. Delivery schedules vary from customer to customer based
on their requirements. Annual or multi-year contracts are subject to
rescheduling and cancellation by customers due to the long-term nature of the
contracts. As such, beginning total backlog, plus orders, minus revenues, will
not equal ending total backlog due to contract adjustments, foreign currency
fluctuations, and other factors. Typically, large projects require longer lead
production cycles and deployment schedules and delays occur from time to time.
Total backlog was $3,757 million at June 30, 2022, an increase of $978 million
or 35.2%, as compared to June 30, 2021 backlog of $2,779 million, and an
increase of $517 million or 16.0%, as compared to December 31, 2021 backlog of
$3,240 million, driven by the significant increase in orders in the year. We
anticipate that approximately 40% of the backlog at June 30, 2022 will be
recognized as revenue in the remainder of 2022. There were no significant order
cancellations during the quarter.

                                       41
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Gross Margin



Gross margin as a percentage of revenue decreased 40 and 130 basis points to
38.1% and 37.4% for the three and six months ended June 30, 2022, as compared to
38.5% and 38.7% for the comparative 2021 period. The gross margin decrease for
the quarter was primarily driven by cost inflation, as well as increased
spending on strategic investments and unfavorable mix. These impacts were
partially offset by price realization, productivity savings and net favorable
impacts from exchange rate movements. The gross margin decrease for the six
month period was primarily driven by cost inflation, as well as increased
spending on strategic investments and unfavorable mix. These impacts were
partially offset by price realization, productivity savings and net favorable
impacts from foreign exchange rate movements.

Operating Expenses



The following table presents operating expenses for the three and six months
ended June 30, 2022 and 2021:
                                                           Three Months Ended                                             Six Months Ended
                                                                June 30,                                                      June 30,
(In millions)                               2022                  2021               Change                 2022             2021               Change
Selling, general and administrative
expenses ("SG&A")                       $    314                $  304              3.3    %            $    618           $  605              2.1    %
SG&A as a % of revenue                      23.0   %              22.5  %            50    bp               23.4   %         23.2  %            20    bp
Research and development expenses
("R&D")                                       53                    53                -    %                 105              103              1.9    %
R&D as a % of revenue                        3.9   %               3.9  %             -    bp                4.0   %          4.0  %             -    bp
Restructuring and asset impairment
charges                                        7                     3            133.3    %                   7                9            (22.2)   %

Operating expenses                      $    374                $  360              3.9    %            $    730           $  717              1.8    %
Expense to revenue ratio                    27.4   %              26.6  %            80    bp               27.7   %         27.5  %            20    bp

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



SG&A expenses increased by $10 million to $314 million, or 23.0% of revenue, in
the second quarter of 2022, as compared to $304 million, or 22.5% of revenue, in
the comparable 2021 period; and increased by $13 million to $618 million, or
23.4% of revenue, in the six months ended June 30, 2022, as compared to $605
million, or 23.2% of revenue, in the comparable 2021 period. Revenue growth
driven by favorable price realization was slightly higher than SG&A increases
resulting in a slightly lower SG&A as a percentage of sales. Cost increases in
the quarter were driven by increased spending on strategic investments and
logistics costs, partially offset by cost reductions from our productivity,
restructuring and other cost savings initiatives. Cost increases in the first
half of the year were driven by increased spending on strategic investments
partially offset by cost reductions from our productivity, restructuring and
other cost savings initiatives.

Research and Development ("R&D") Expenses



R&D expense was $53 million, or 3.9% of revenue, in the second quarter of 2022,
as compared to $53 million, or 4.0% of revenue in the second quarter of 2021;
and was $105 million, or 4.0% of revenue, in the six months ended June 30, 2022,
as compared to $103 million, or 4.0% of revenue, in the comparable 2021 period.
The decrease in R&D as a percent of revenue for the quarter was primarily driven
by timing of spending on strategic investments.

                                       42
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Restructuring and Asset Impairment Charges

Restructuring



During the three and six months ended June 30, 2022, we incurred restructuring
charges of $6 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 across all segments.

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


The following is a roll-forward for the six months ended June 30, 2022 and 2021 of employee position eliminations associated with restructuring activities:


                                      2022      2021

Planned reductions - January 1 60 319 Additional planned reductions 69 72 Actual reductions and reversals (48) (202) Planned reductions - June 30

           81        189


The following table presents expected restructuring spend in 2022 and
thereafter:
                                                                                              Measurement &
                                                                                                 Control
(in millions)                           Water Infrastructure           Applied Water            Solutions            Corporate            Total

Actions Commenced in 2022:
Total expected costs                  $                   2          $      

1 $ 3 $ - $ 6



Costs incurred during Q1 2022                             -                       -                     -                   -                  -
Costs incurred during Q2 2022                             2                       1                     2                   -                  5

Total expected costs remaining        $                   -          $            -          $          1          $        -          $       1

Actions Commenced in 2021:
Total expected costs                  $                   3          $            -          $          1          $        -          $       4
Costs incurred during 2021                                3                       -                     -                   -                  3
Costs incurred during Q1 2022                             -                       -                     -                   -                  -
Costs incurred during Q2 2022                             -                       -                     -                   -                  -

Total expected costs remaining        $                   -          $      

- $ 1 $ - $ 1

The Water Infrastructure, Applied Water and Measurement & Control Solutions actions commenced in 2022 consist primarily of severance charges. The Water Infrastructure and Applied Water actions are complete and the Measurement & Control Solutions actions are expected to continue through the end of 2022.



The Water Infrastructure and Measurement & Control Solutions actions commenced
in 2021 consist primarily of severance charges. The Water Infrastructure actions
are complete and the Measurement & Control Solutions actions are expected to
continue through the end of 2022.

During the second quarter of 2022, we also incurred charges of $1 million within
the Measurement & Control Solutions segment, related to actions commenced prior
to 2021.

We currently expect to incur between $10 million and $15 million in restructuring costs for the full year. These


                                       43
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restructuring charges are primarily related to efforts to optimize our cost structure, improve our operational efficiency and effectiveness, strengthen our competitive positioning and better serve our customers.

Operating Income and Adjusted EBITDA



Operating income during the second quarter of 2022 was $146 million, reflecting
a decrease of 8.8% compared to $160 million in the second quarter of 2021.
Operating margin was 10.7% for the second quarter of 2022 versus 11.8% for the
comparable period in 2021, a decrease of 110 basis points. Operating margin was
negatively impacted by increased restructuring and realignment costs of $2
million as compared to the second quarter of 2021, and an increase in special
charges of $1 million. Excluding the impact of these items, adjusted operating
income was $155 million with an adjusted operating margin of 11.4% in the second
quarter of 2022 as compared to adjusted operating income of $166 million with an
adjusted operating margin of 12.3% in the second quarter of 2021. The decrease
in adjusted operating margin was primarily due to cost inflation, increased
spending on strategic investments and some unfavorable mix. These impacts were
partially offset by strong price realization and productivity savings.

Operating income for the six months ended June 30, 2022 was $257 million,
reflecting a decrease of 12.3% compared to $293 million in 2021. Operating
margin was 9.7% for the six months ended June 30, 2022 versus 11.2% for the
comparable period in 2021, a decrease of 150 basis points. Operating margin
benefited from a decrease in restructuring and realignment costs of $2 million
as compared to 2021. Excluding the impact of these items, adjusted operating
income was $271 million with an adjusted operating margin of 10.3% for the six
months ended June 30, 2022 as compared to adjusted operating income of $309
million with an adjusted operating margin of 11.9% in 2021. The decrease in
adjusted operating margin was impacted by the same dynamics impacting the
decrease in adjusted operating margin for the quarter as compared to the prior
year.

Adjusted EBITDA was $226 million (adjusted EBITDA margin of 16.6%) during the
second quarter of 2022, a decrease of $8 million, or 3.4%, when compared to
adjusted EBITDA of $234 million (adjusted EBITDA margin of 17.3%) during the
comparable quarter in the prior year. The decrease in adjusted EBITDA margin was
primarily due to the same factors impacting operating margin noted above.

Adjusted EBITDA for the six months ended June 30, 2022 was $407 million
(adjusted EBITDA margin of 15.4%), a decrease of $42 million, or 9.4%, when
compared to adjusted EBITDA of $449 million (adjusted EBITDA margin of 17.2%)
during the comparable period in prior year. The decrease in adjusted EBITDA
margin was primarily due to the same factors impacting operating margin noted
above.

                                       44
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The table below provides a reconciliation of the total and each segment's operating income to adjusted operating income, and a calculation of the corresponding adjusted operating margin:


                                                             Three Months Ended                                             Six Months Ended
                                                                  June 30,                                                      June 30,
(In millions)                                 2022                  2021               Change                 2022             2021               Change
Water Infrastructure
Operating income                          $    108                $  93              16.1    %            $    182           $  164             11.0    %
Operating margin                              18.3   %             16.3  %            200    bp               16.2   %         15.2  %           100    bp
Restructuring and realignment costs              3                    4             (25.0)   %                   4                9            (55.6)   %

Adjusted operating income                 $    111                $  97              14.4    %            $    186           $  173              7.5    %
Adjusted operating margin                     18.8   %             17.0  %            180    bp               16.6   %         16.0  %            60    bp
Applied Water
Operating income                          $     61                $  64              (4.7)   %            $    120           $  130             (7.7)   %
Operating margin                              14.2   %             15.5  %           (130)   bp               14.1   %         16.1  %          (200)   bp
Restructuring and realignment costs              2                    2                 -    %                   3                3                -    %
Special charges                                  -                    -                   NM                     -                1                  NM
Adjusted operating income                 $     63                $  66              (4.5)   %            $    123           $  134             (8.2)   %
Adjusted operating margin                     14.7   %             15.9  %           (120)   bp               14.4   %         16.6  %          (220)   bp
Measurement & Control Solutions
Operating income (loss)                   $     (5)               $  13            (138.5)   %            $    (15)          $   22            168.2    %
Operating margin                              (1.4)  %              3.5  %           (490)   bp               (2.3)  %          3.0  %          (530)   bp

Restructuring and realignment costs              3                    -                   NM                     5                2            150.0    %
Special charges                                  1                    -                   NM                     1                -                  NM
Adjusted operating (loss) income          $     (1)               $  13            (107.7)   %            $     (9)          $   24            137.5    %
Adjusted operating margin                     (0.3)  %              3.5  %           (380)   bp               (1.4)  %          3.3  %          (470)   bp
Corporate and other
Operating loss                            $    (18)               $ (10)            (80.0)   %            $    (30)          $  (23)            30.4    %

Special charges                                  -                    -                   NM                     1                1                -    %
Adjusted operating loss                   $    (18)               $ (10)             80.0    %            $    (29)          $  (22)            31.8    %
Total Xylem
Operating income                          $    146                $ 160              (8.8)   %            $    257           $  293            (12.3)   %
Operating margin                              10.7   %             11.8  %           (110)   bp                9.7   %         11.2  %          (150)   bp
Restructuring and realignment costs              8                    6              33.3    %                  12               14            (14.3)   %

Special charges                                  1                    -                 -    %                   2                2                -    %
Adjusted operating income                 $    155                $ 166              (6.6)   %            $    271           $  309            (12.3)   %
Adjusted operating margin                     11.4   %             12.3  %            (90)   bp               10.3   %         11.9  %          (160)   bp

NM - Not meaningful percentage change


                                       45
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The table below provides a reconciliation of total and each segment's adjusted EBITDA to consolidated EBITDA and net income:



                                                         Three Months Ended
                                                           June 30, 2022

Net Income                                                                                                          $         112
Net Income margin                                                                                                             8.2  %
Depreciation                                                                                                                      28
Amortization                                                                                                                      32
Interest expense, net                                                                                                             10
Income tax expense                                                                                                                24
EBITDA                                                                                                                          $206
                                                                                Measurement & Control
                                    Water Infrastructure      Applied Water           Solutions           Other*         Total
EBITDA                                                 $123                $66                      $28       $(11)             $206
Restructuring and realignment                             3                  2                        3           0                8
Share-based compensation                                  0                  1                        2           6                9
Special charges                                           0                  0                        1           2                3

Adjusted EBITDA                                        $126                $69                      $34        $(3)             $226
Adjusted EBITDA margin                              21.4  %            16.1  %                   9.8  %          NM          16.6  %

* Other includes Regional selling locations, corporate and other items.


                                       46
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                                                             Three Months Ended
                                                                June 30, 2021

Net Income                                                                                                                               $113
Net Income margin                                                                                                                      8.4  %
Depreciation                                                                                                                               29
Amortization                                                                                                                               33
Interest expense, net                                                                                                                      19
Income tax expense                                                                                                                         25
EBITDA                                                                                                                                   $219
                                                                                     Measurement & Control
                                        Water Infrastructure       Applied Water           Solutions           Other*           Total
EBITDA                                                     $104                 $71                      $49        $(5)                 $219
Restructuring and realignment                                 4                   2                        0           0                    6
Share-based compensation                                      0                   1                        2           5                    8
Special charges                                               0                   0                        0           3                    3
(Gain) loss from sale of business                             0                 (2)                        0           0                  (2)
Adjusted EBITDA                                            $108                 $72                      $51          $3                 $234
Adjusted EBITDA margin                                  19.0  %             17.4  %                  13.9  %          NM              17.3  %

* Other includes Regional selling locations, corporate and other items.





                                                               2022 versus 2021
                                                                                        Measurement & Control
                                            Water Infrastructure      Applied Water           Solutions             Other*           Total
EBITDA                                                           $19             $(5)                     $(21)            $(6)           $(13)
Restructuring and realignment                                    (1)                0                         3               0               2
Share-based compensation                                           0                0                         0               1               1
Special charges                                                    0                0                         1             (1)               0
(Gain) loss from sale of business                                  0                2                         0               0               2
Adjusted EBITDA                                                  $18             $(3)                     $(17)            $(6)            $(8)
Adjusted EBITDA margin                                        2.4  %          (1.3) %                   (4.1) %              NM         (0.7) %

* Other includes Regional selling locations, corporate and other items.


                                       47
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                                                          Six Months Ended
                                                           June 30, 2022

Net Income                                                                                                          $         194
Net Income margin                                                                                                             7.4  %
Depreciation                                                                                                                      56
Amortization                                                                                                                      62
Interest expense, net                                                                                                             21
Income tax expense                                                                                                                40
EBITDA                                                                                                                          $373
                                                                                Measurement & Control
                                    Water Infrastructure      Applied Water           Solutions           Other*         Total
EBITDA                                                 $206               $129                      $53       $(15)             $373
Restructuring and realignment                             4                  3                        5           0               12
Share-based compensation                                  1                  2                        3          12               18
Special charges                                           0                  0                        1           4                5
(Gain) loss from sale of
business                                                  0                  0                      (1)           0              (1)
Adjusted EBITDA                                        $211               $134                      $61          $1             $407
Adjusted EBITDA margin                              18.8  %            15.7  %                   9.2  %          NM          15.4  %

* Other includes Regional selling locations, corporate and other items.




                                                              Six Months Ended
                                                                June 30, 2021

Net Income                                                                                                                               $200
Net Income margin                                                                                                                      7.7  %
Depreciation                                                                                                                               59
Amortization                                                                                                                               65
Interest expense, net                                                                                                                      38
Income tax expense                                                                                                                         52
EBITDA                                                                                                                                   $414
                                                                                     Measurement & Control
                                        Water Infrastructure       Applied Water           Solutions           Other*           Total
EBITDA                                                     $186                $143                      $93        $(8)                 $414
Restructuring and realignment                                 9                   3                        2           0                   14
Share-based compensation                                      1                   2                        3          11                   17
Special charges                                               0                   1                        0           5                    6
(Gain) loss from sale of business                             0                 (2)                        0           0                  (2)
Adjusted EBITDA                                            $196                $147                      $98          $8                 $449
Adjusted EBITDA margin                                  18.2  %             18.2  %                  13.6  %          NM              17.2  %

* Other includes Regional selling locations, corporate and other items.


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                                                               2022 versus 2021
                                                                                        Measurement & Control
                                            Water Infrastructure      Applied Water           Solutions             Other*           Total
EBITDA                                                           $20            $(14)                     $(40)            $(7)           $(41)
Restructuring and realignment                                    (5)                0                         3               0             (2)
Share-based compensation                                           0                0                         0               1               1
Special charges                                                    0              (1)                         1             (1)             (1)
(Gain) loss from sale of business                                  0                2                       (1)               0               1
Adjusted EBITDA                                                  $15            $(13)                     $(37)            $(7)           $(42)
Adjusted EBITDA margin                                        0.6  %          (2.5) %                   (4.4) %              NM         (1.8) %

* Other includes Regional selling locations, corporate and other items.

Water Infrastructure



Operating income for our Water Infrastructure segment increased $15 million, or
16.1%, for the second quarter of 2022 compared to the prior year, with operating
margin also increasing from 16.3% to 18.3%. Operating margin benefited from a
decrease in restructuring and realignment costs of $1 million during the
quarter. Excluding these restructuring and realignment costs, adjusted operating
income increased $14 million, or 14.4%, with adjusted operating margin
increasing from 17.0% to 18.8%. The increase in adjusted operating margin for
the quarter was primarily due to strong price realization, productivity savings,
net favorable impacts from movements in exchange rates as well as modest
favorability from volume and mix. These items were partially offset by cost
inflation and increased spending on strategic investments.

For the six months ended June 30, 2022, operating income for our Water
Infrastructure segment increased $18 million, or 11.0%, as compared to the prior
year, with operating margin also increasing from 15.2% to 16.2%. Operating
margin benefited from a decrease in restructuring and realignment costs of $5
million in 2022. Excluding these restructuring and realignment costs, adjusted
operating income increased $13 million, or 7.5%, with adjusted operating margin
increasing from 16.0% to 16.6%. The increase in adjusted operating margin for
the period was primarily due to strong price realization, productivity savings,
favorable volume and net favorable impacts from movements in exchange rates.
These items were partially offset by cost inflation and increased spending on
strategic investments.

Adjusted EBITDA was $126 million (adjusted EBITDA margin of 21.4%) for the
second quarter of 2022, an increase of $18 million, or 16.7%, when compared to
adjusted EBITDA of $108 million (adjusted EBITDA margin of 19.0%) during the
prior year. The increase in adjusted EBITDA margin was primarily due to the same
factors impacting the increase in adjusted operating margin; however, adjusted
EBITDA margin also benefited from an increase in investment income in the
quarter included in other non-operating income/(expense).

Adjusted EBITDA was $211 million (adjusted EBITDA margin of 18.8%) for the six
months ended June 30, 2022, an increase of $15 million, or 7.7%, when compared
to adjusted EBITDA of $196 million (adjusted EBITDA margin of 18.2%) during
2021. The increase in adjusted EBITDA margin was primarily due to the same
factors impacting the increase in adjusted operating margin.

Applied Water



Operating income for our Applied Water segment decreased $3 million, or 4.7%,
for the second quarter of 2022 compared to the prior year, with operating margin
decreasing from 15.5% to 14.2%. Operating margin was impacted by restructuring
and realignment costs of $2 million in both years. Excluding these items,
adjusted operating income decreased $3 million, or 4.5%, with adjusted operating
margin decreasing from 15.9% to 14.7%. The decrease in adjusted operating margin
for the quarter was primarily due to cost inflation and increased logistics
costs, increased spending on strategic investments, as well as unfavorable
volume and mix. These impacts were partially offset by strong price realization
and productivity savings.

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For the six months ended June 30, 2022, operating income for our Applied Water
segment decreased $10 million, or 7.7%, as compared to the prior year, with
operating margin decreasing from 16.1% to 14.1%. Operating margin was impacted
by restructuring and realignment costs of $3 million in both years and a
decrease of special charges of $1 million in the first quarter of 2022.
Excluding these items, adjusted operating income decreased $11 million, or 8.2%,
with adjusted operating margin decreasing from 16.6% to 14.4%. The decrease in
adjusted operating margin for the period was primarily due to cost inflation and
increased logistics costs. These impacts were partially offset by price
realization.

Adjusted EBITDA was $69 million (adjusted EBITDA margin of 16.1%) for the second
quarter of 2022, a decrease of $3 million, or 4.2%, when compared to adjusted
EBITDA of $72 million (adjusted EBITDA margin of 17.4%) during the prior year.
The decrease in adjusted EBITDA margin was primarily due to the same factors
impacting the increase in adjusted operating margin.

Adjusted EBITDA was $134 million (adjusted EBITDA margin of 15.7%) for the six
months ended June 30, 2022, a decrease of $13 million, or 8.8%, when compared to
adjusted EBITDA of $147 million (adjusted EBITDA margin of 18.2%) during the
prior year. The decrease in adjusted EBITDA margin was primarily due to the same
factors impacting the increase in adjusted operating margin; however, adjusted
EBITDA margin did not benefit from a year over year reduction in depreciation
and amortization expense.

Measurement & Control Solutions



Operating income for our Measurement & Control Solutions segment decreased $18
million, or 138.5%, for the second quarter of 2022 compared to the prior year,
with operating margin decreasing from 3.5% to (1.4)%. Operating margin was
negatively impacted during the quarter by an increase of restructuring and
realignment costs of $3 million. Excluding these items, adjusted operating
income decreased $14 million, or (107.7)%, with adjusted operating margin
decreasing from 3.5% to (0.3)%. The decrease in adjusted operating margin for
the quarter was primarily due to cost inflation, unfavorable mix, unfavorable
volume and increased spending on strategic investments. These impacts were
partially offset by price realization and restructuring and productivity
savings.

For the six months ended June 30, 2022, operating income for our Measurement &
Control Solutions segment decreased $37 million, or 168.2%, as compared to the
prior year, with operating margin decreasing from 3.0% to (2.3)%. Operating
margin was negatively impacted by an increase of restructuring and realignment
costs of $3 million. Excluding these items, adjusted operating income decreased
$33 million, or 137.5%, with adjusted operating margin decreasing from 3.3% to
(1.4)%. The decrease in adjusted operating margin for the period was primarily
due to cost inflation and unfavorable volume and mix. These impacts were
partially offset by price realization as well as restructuring and productivity
savings.

Adjusted EBITDA was $34 million (adjusted EBITDA margin of 9.8%) for the second
quarter of 2022, a decrease of $17 million, or 33.3%, when compared to adjusted
EBITDA of $51 million (adjusted EBITDA margin of 13.9%) during the prior year.
The decrease in adjusted EBITDA margin was due to the same factors as those
impacting the increase in adjusted operating margin; however, adjusted EBITDA
margin did not benefit from a year over year reduction in depreciation and
amortization expense.

Adjusted EBITDA was $61 million (adjusted EBITDA margin of 9.2%) for the six
months ended June 30, 2022, a decrease of $37 million, or 37.8%, when compared
to adjusted EBITDA of $98 million (adjusted EBITDA margin of 13.6%) during the
prior year. The decrease in adjusted EBITDA margin was due to the same factors
as those impacting the increase in adjusted operating margin; however, adjusted
EBITDA margin did not benefit from a year over year reduction in depreciation
and amortization expense.

Corporate and other

Operating loss for corporate and other increased $8 million, or 80.0%, during
the second quarter of 2022 compared to the prior year period. For the six months
ended June 30, 2022, operating loss for corporate and other increased
$7 million, or 30.4%, compared to the same prior period. The increases in
operating loss in both periods are primarily due to spending on strategic
investments and other initiatives, as well as timing of certain employee-related
expenses as compared to prior year.

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Interest Expense



Interest expense was $12 million and $25 million for the three and six months
ended June 30, 2022 and $21 million and $42 million for the three and six months
ended June 30, 2021, respectively. The decrease in interest expense is primarily
driven by interest expense incurred during 2021 related to our senior note that
was paid off in October 2021. See Note 10, "Credit Facilities and Debt", of our
condensed consolidated financial statements for a description of our credit
facilities and long-term debt and related interest.

Income Tax Expense



The income tax provision for the three months ended June 30, 2022 was $24
million resulting in an effective tax rate of 17.5%, compared to a $25 million
expense resulting in an effective tax rate of 18.5% for the same period in 2021.
The income tax provision for the six months ended June 30, 2022 was $40 million
resulting in an effective tax rate of 17.0%, compared to a $52 million expense
resulting in an effective tax rate of 20.7% for the same period in 2021. The
effective tax rate for the three and six month period ended June 30, 2022
differs from the same period in 2021 due to the impact of tax settlement
benefits in the current period as compared to tax settlement expenses in the
prior year.

Liquidity and Capital Resources

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


                              Six Months Ended
                                  June 30,
(In millions)            2022       2021       Change
Operating activities   $   32      $ 206      $ (174)
Investing activities      (84)       (69)        (15)
Financing activities     (158)      (162)          4
Foreign exchange (a)      (26)       (10)        (16)
Total                  $ (236)     $ (35)     $ (201)

(a)The impact is primarily due to weakening of the Euro and Chinese Yuan partially offset by strengthening of the Russian Ruble.

Sources and Uses of Liquidity

Operating Activities



Cash generated by operating activities was $32 million for the six months ended
June 30, 2022 as compared to $206 million in the comparable prior year period.
The reduction in cash generated was primarily driven by higher working capital
levels, reflecting increased safety stock and higher advanced payments to
suppliers to mitigate supply chain volatility and higher accounts receivable
driven by increased sales. Increased customer advances, as well as lower
interest and income tax payments partially offset these items.

Investing Activities



Cash used in investing activities was $84 million for the six months ended June
30, 2022 as compared to $69 million in the comparable prior year period. The
increase in spending was driven by higher capital expenditures driven primarily
by investments in equipment and rental fleet.

Financing Activities



Cash used by financing activities was $158 million for the six months ended June
30, 2022 as compared to cash generated of $162 million in the comparable prior
year period. The reduction in cash used was primarily driven by a decrease in
share repurchases partially offset by higher dividend payments.

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 both directly and indirectly by the COVID-19
pandemic and related macroeconomic conditions, we continue to evaluate aspects
of our spending, including capital expenditures, strategic investments and
dividends.

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

We monitor our global funding requirements and seek to meet our liquidity needs on a cost-effective basis.



Based on our current global cash positions, cash flows from operations and
access to the capital markets, we believe there is sufficient liquidity to meet
our funding requirements and service debt and other obligations in both the U.S.
and outside of the U.S. during the year. In addition, we believe our existing
committed credit facilities and access to the public debt markets would provide
further liquidity if required. Currently, we have available liquidity of
approximately $1.9 billion, consisting of $1.1 billion of cash and $800 million
of available credit facilities as disclosed in Note 10, "Credit Facilities and
Debt", of our condensed consolidated financial statements. On October 1, 2021
our Senior Notes due 2021 were settled with cash on hand for a total of $600
million. Our next long-term debt maturity is March 2023.

Risks related to these items are described in our risk factor disclosures referenced under "Item 1A. Risk Factors" in our 2021 Annual Report.

Credit Facilities & Long-Term Contractual Commitments

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



Non-U.S. Operations

We generated approximately 54% and 56% of our revenue from non-U.S. operations
for the both three and six months ended June 30, 2022 and 2021, respectively. As
we continue to grow our operations in the emerging markets and elsewhere outside
of the U.S., we expect to continue to generate significant revenue from non-U.S.
operations and expect that a substantial portion of our cash will be
predominately held by our foreign subsidiaries. We expect to manage our
worldwide cash requirements considering available funds among the many
subsidiaries through which we conduct business and the cost effectiveness with
which those funds can be accessed. We may transfer cash from certain
international subsidiaries to the U.S. and other international subsidiaries when
we believe it is cost-effective to do so. We continually review our domestic and
foreign cash profile, expected future cash generation and investment
opportunities, and reassess whether there is a need to repatriate funds held
internationally to support our U.S. operations. As of June 30, 2022, we have
provided a deferred tax liability of $4 million for net foreign withholding
taxes and state income taxes on $485 million of earnings expected to be
repatriated to the U.S. parent as deemed necessary in the future.

Critical Accounting Estimates



Our discussion and analysis of our results of operations and capital resources
are based on our condensed consolidated financial statements, which have been
prepared in conformity with GAAP. The preparation of these condensed
consolidated financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses and the disclosure of contingent assets and liabilities. We believe the
most complex and sensitive judgments, because of their significance to the
condensed consolidated financial statements, result primarily from the need to
make estimates about the effects of matters that are inherently uncertain,
particularly at this time and moving forward given the uncertainty around the
magnitude and duration of the COVID-19 pandemic and related macro economic
conditions. Management's Discussion and Analysis of Financial Condition and
Results of Operations in the 2021 Annual Report describes the critical
accounting estimates used in preparation of the condensed consolidated financial
statements. Actual results in these areas could differ from management's
estimates. Other than as discussed below, there have been no significant changes
in the information concerning our critical accounting estimates as stated in our
2021 Annual Report.

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The uncertainty of the future impact of the COVID-19 pandemic and related
macroeconomic impacts, such as the increasing cost of capital, may contribute to
the deterioration of the forecasted future cash flows of our reporting units. If
we do not achieve our forecasts, it is possible that the goodwill of the
Advanced Infrastructure Analytics ("AIA") reporting unit could be deemed to be
impaired in a future period. The risks and potential impacts of COVID-19 on the
fair value of our assets are included in our risk factor disclosures referenced
under "Item 1A. Risk Factors" in the Company's 2021 Annual Report.

Post-retirement Benefit Plans. As described in our 2021 Annual Report, the
Company has initiated the process for a full buy-out of its largest defined
benefit plan in the UK. Upon completion of the buy-out, expected in the
remaining period of 2022, we anticipate a settlement charge of approximately
£125 million (approximately $150 million), primarily consisting of unrecognized
actuarial losses.

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