10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
March 31, 2023
Or
☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _____ to _____

Commission File Number: 001-38272

EVOQUA WATER TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		46-4132761
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
210 Sixth Avenue		15222
Pittsburgh,	Pennsylvania
(Address of principal executive offices)		(Zip Code)

(724) 772-0044

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AQUA	New York Stock Exchange

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

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

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

There were 122,370,428 shares of the registrant’s common stock, par value $0.01 per share, outstanding as of April 28, 2023.

EVOQUA WATER TECHNOLOGIES CORP.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1	Financial Statements		3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
Item 3	Quantitative and Qualitative Disclosures About Market Risk		61
Item 4	Controls and Procedures		61
PART II - OTHER INFORMATION
Item 1	Legal Proceedings		62
Item 1A	Risk Factors		62
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		63
Item 3	Defaults Upon Senior Securities		63
Item 4	Mine Safety Disclosures		63
Item 5	Other Information		63
Item 6	Exhibits		64

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can generally identify forward‑looking statements by our use of forward‑looking terminology such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “plan,” “progress,” “potential,” “predict,” “projection,” “seek,” “should,” “will,” or “would,” or the negative thereof, or other variations thereon or comparable terminology.

All of these forward‑looking statements are based on our current expectations, assumptions, estimates, and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward‑looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by these forward‑looking statements or could affect our share price. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward‑looking statements include, among other things:

•the failure to complete the proposed transaction with Xylem Inc. (“Xylem”) (the “Merger”) on the anticipated terms and timing, or at all;

•the failure to obtain stockholder approvals or to satisfy any of the other conditions to the Merger on a timely basis or at all, or other delays in completing the Merger;

•the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Merger);

•the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Company’s merger agreement with Xylem;

•the possibility that the Merger may be less accretive than expected, or may be dilutive;

•the possibility that the anticipated benefits of the Merger will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where the Company and Xylem do business;

•the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

•diversion of management’s attention from ongoing business operations and opportunities, as a result of the Merger; the risk that stockholder litigation in connection with the Merger may affect the timing or occurrence of the Merger or result in significant costs of defense, indemnification and liability;

•the effect of the announcement of the Merger on our ability to maintain relationships with customers, suppliers, and other third parties; uncertainty as to the long-term value of Xylem common stock;

•material, freight, and labor inflation, commodity and component availability constraints, and disruptions in global supply chains and transportation services;

•general global economic and business conditions, including the impacts of rising interest rates, recessionary conditions, geopolitical conflicts, such as the conflict between Russia and Ukraine and tensions between China and the U.S., and the COVID-19 pandemic;

•our ability to execute projects on budget and on schedule;

•the potential for us to incur liabilities to customers as a result of warranty claims or failure to meet performance guarantees;

•our ability to meet our own and our customers’ safety standards;

•failure to effectively treat emerging contaminants;

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•our ability to continue to develop or acquire new products, services, and solutions that allow us to compete successfully in our markets;

•our ability to implement our growth strategy, including acquisitions, and our ability to identify suitable acquisition targets;

•our ability to operate or integrate any acquired businesses, assets, or product lines profitably;

•our ability to achieve the expected benefits of our restructuring actions;

•delays in enactment or repeals of environmental laws and regulations;

•the potential for us to become subject to claims relating to handling, storage, release, or disposal of hazardous materials;

•our ability to retain our senior management, skilled technical, engineering, sales, and other key personnel and to attract and retain key talent in increasingly competitive labor markets, including as a result of the announcement of the Merger;

•risks associated with international sales and operations;

•our ability to adequately protect our intellectual property from third-party infringement;

•risks related to our contracts with federal, state, and local governments, including risk of termination or modification prior to completion;

•risks associated with product defects and unanticipated or improper use of our products;

•our ability to accurately predict the timing of contract awards;

•risks related to our substantial indebtedness;

•our increasing dependence on the continuous and reliable operation of our information technology systems;

•risks related to foreign, federal, state, and local environmental, health, and safety laws and other applicable laws and regulations and the costs associated therewith;

•our ability to execute on our strategies related to environmental, social, and governance matters, and achieve related goals and targets, including as a result of evolving standards, laws, regulations, processes, and assumptions, delayed scientific and technological developments, increased costs, and changes in carbon markets; and

•other risks and uncertainties, including those listed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as filed with the SEC on November 16, 2022, and in other filings we may make from time to time with the SEC.

All statements other than statements of historical fact included in this Report are forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the Merger, the expected timing of completion of the Merger, expectations for fiscal year 2023, expectations related to customer demand, our book to bill ratio, pricing initiatives, supply chain challenges, inflation, material and labor availability, and general macroeconomic conditions, and expectations with respect to the integration and performance of our recent acquisitions, including the realization of expected synergies.

Any forward-looking statements made in this Report speak only as of the date of this Report. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise after the date of this Report. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Report.

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Part I - Financial Information

Item 1. Financial Statements

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Evoqua Water Technologies Corp.
Unaudited Consolidated Financial Statements
Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and September 30, 2022	4
Unaudited Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2023 and 2022	5
Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended March 31, 2023 and 2022	6
Unaudited Consolidated Statements of Changes in Equity for the Three and Six Months Ended March 31, 2023 and 2022	7
Unaudited Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2023 and 2022	8
Unaudited Supplemental Disclosure of Cash Flow Information for the Six Months Ended March 31, 2023 and 2022	9
Notes to Unaudited Consolidated Financial Statements	10

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Evoqua Water Technologies Corp.

Consolidated Balance Sheets

(In thousands)

	(Unaudited)
	March 31, 2023		September 30, 2022
ASSETS
Current assets	$	844,441	$	831,389
Cash and cash equivalents	113,243		134,005
Receivables, net	303,855		305,712
Inventories, net	240,713		229,351
Contract assets	115,461		102,123
Prepaid and other current assets	59,070		59,971
Income tax receivable	477		227
Current assets held for sale	11,622		—
Property, plant, and equipment, net	414,080		405,289
Goodwill	468,929		473,572
Intangible assets, net	299,302		317,733
Deferred income taxes, net of valuation allowance	3,000		5,841
Operating lease right-of-use assets, net	56,568		53,540
Other non‑current assets	93,517		103,499
Non-current assets held for sale	29,733		—
Total assets	$	2,209,570	$	2,190,863
LIABILITIES AND EQUITY
Current liabilities	$	474,491	$	483,716
Accounts payable	216,893		213,518
Current portion of debt, net of deferred financing fees and discounts	19,376		17,266
Contract liabilities	75,512		62,439
Product warranties	6,556		6,740
Accrued expenses and other liabilities	153,110		178,272
Income tax payable	2,557		5,481
Current liabilities held for sale	487		—
Non‑current liabilities	$	995,774	$	997,054
Long-term debt, net of deferred financing fees and discounts	853,599		863,534
Product warranties	3,327		3,465
Obligation under operating leases	45,650		43,961
Other non‑current liabilities	76,641		69,889
Deferred income taxes	13,854		16,205
Non-current liabilities held for sale	2,703		—
Total liabilities	$	1,470,265	$	1,480,770
Commitments and Contingent Liabilities (Note 19)
Shareholders’ equity
Common stock, par value $0.01: authorized 1,000,000 shares; issued 123,944 shares, outstanding 122,280 at March 31, 2023; issued 123,411 shares, outstanding 121,747 at September 30, 2022	$	1,240	$	1,235
Treasury stock: 1,664 shares at March 31, 2023 and 1,664 shares at September 30, 2022	(2,837)		(2,837)
Additional paid-in capital	620,056		607,748
Retained earnings	80,916		61,016
Accumulated other comprehensive income, net of tax	39,930		42,931
Total shareholders’ equity	$	739,305	$	710,093
Total liabilities and shareholders’ equity	$	2,209,570	$	2,190,863

See accompanying notes to these Unaudited Consolidated Financial Statements

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Evoqua Water Technologies Corp.

Unaudited Consolidated Statements of Operations

(In thousands, except per share data)

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Revenue from product sales	$	292,651	$	259,775	$	553,042	$	472,343
Revenue from services	185,146		166,953		360,601		320,653
Revenue from product sales and services	$	477,797	$	426,728	$	913,643	$	792,996
Cost of product sales	(203,101)		(185,330)		(388,141)		(339,125)
Cost of services	(122,800)		(112,512)		(243,297)		(214,477)
Cost of product sales and services	$	(325,901)	$	(297,842)	$	(631,438)	$	(553,602)
Gross profit	$	151,896	$	128,886	$	282,205	$	239,394
General and administrative expense	(77,758)		(66,976)		(141,834)		(124,805)
Sales and marketing expense	(43,215)		(39,859)		(83,601)		(76,308)
Research and development expense	(4,582)		(3,751)		(8,417)		(7,203)
Total operating expenses	$	(125,555)	$	(110,586)	$	(233,852)	$	(208,316)
Other operating income	1,827		1,415		3,124		3,072
Other operating expense	(4,711)		(143)		(4,788)		(290)
Income before interest expense and income taxes	$	23,457	$	19,572	$	46,689	$	33,860
Interest expense	(10,303)		(9,950)		(20,377)		(16,529)
Income before income taxes	$	13,154	$	9,622	$	26,312	$	17,331
Income tax expense	(2,522)		(2,248)		(6,412)		(3,869)
Net income	$	10,632	$	7,374	$	19,900	$	13,462
Net income attributable to non‑controlling interest	—		44		—		145
Net income attributable to Evoqua Water Technologies Corp.	$	10,632	$	7,330	$	19,900	$	13,317
Basic income per common share	$	0.09	$	0.06	$	0.16	$	0.11
Diluted income per common share	$	0.08	$	0.06	$	0.16	$	0.11

See accompanying notes to these Unaudited Consolidated Financial Statements

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Evoqua Water Technologies Corp.

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Net income	$	10,632	$	7,374	$	19,900	$	13,462
Other comprehensive income (loss)
Foreign currency translation adjustments	753		2,176		4,315		3,785
Unrealized derivative (loss) gain on cash flow hedges, net of tax	(5,502)		21,730		(7,288)		28,311
Change in pension liability, net of tax	(15)		166		(28)		335
Total other comprehensive (loss) income	$	(4,764)	$	24,072	$	(3,001)	$	32,431
Less: Comprehensive income attributable to non‑controlling interest	—		(44)		—		(145)
Comprehensive income attributable to Evoqua Water Technologies Corp.	$	5,868	$	31,402	$	16,899	$	45,748

See accompanying notes to these Unaudited Consolidated Financial Statements

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Evoqua Water Technologies Corp.

Unaudited Consolidated Statements of Changes in Equity

(In thousands)

	Common Stock			Treasury Stock			Additional Paid‑in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Non‑controlling Interest		Total
	Shares	Cost		Shares	Cost
Balance at September 30, 2022	123,411	$	1,235	1,664	$	(2,837)	$	607,748	$	61,016	$	42,931	$	—	$	710,093
Equity based compensation expense	—	—		—	—		6,196		—		—		—		$	6,196
Issuance of common stock, net	156	2		—	—		2,410		—		—		—		$	2,412
Net income	—	—		—	—		—		9,268		—		—		$	9,268
Other comprehensive income (loss)	—	—		—	—		—		—		1,763		—		$	1,763
Balance at December 31, 2022	123,567	$	1,237	1,664	$	(2,837)	$	616,354	$	70,284	$	44,694	$	—	$	729,732
Equity based compensation expense	—	—		—	—		6,004		—		—		—		$	6,004
Issuance of common stock, net	377	3		—	—		(2,302)		—		—		—		$	(2,299)
Net income	—	—		—	—		—		10,632		—		—		$	10,632
Other comprehensive income (loss)	—	—		—	—		—		—		(4,764)		—		$	(4,764)
Balance at March 31, 2023	123,944	$	1,240	1,664	$	(2,837)	$	620,056	$	80,916	$	39,930	$	—	$	739,305

	Common Stock			Treasury Stock			Additional Paid‑in Capital		Retained Deficit		Accumulated Other Comprehensive Income		Non‑controlling Interest		Total
	Shares	Cost		Shares	Cost
Balance at September 30, 2021	122,173	$	1,223	1,664	$	(2,837)	$	582,052	$	(11,182)	$	11,415	$	1,548	$	582,219
Equity based compensation expense	—	—		—	—		5,203		—		—		—		$	5,203
Issuance of common stock, net	199	2		—	—		822		—		—		—		$	824
Dividends paid to non-controlling interest	—	—		—	—		—		—		—		(100)		$	(100)
Net income	—	—		—	—		—		5,987		—		101		$	6,088
Other comprehensive income	—	—		—	—		—		—		8,359		—		$	8,359
Balance at December 31, 2021	122,372	$	1,225	1,664	$	(2,837)	$	588,077	$	(5,195)	$	19,774	$	1,549	$	602,593
Equity based compensation expense	—	—		—	—		5,386		—		—		—		$	5,386
Issuance of common stock, net	394	4		—	—		(1,358)		—		—		—		$	(1,354)
Net income	—	—		—	—		—		7,330		—		44		$	7,374
Other comprehensive income	—	—		—	—		—		—		24,072		—		$	24,072
Balance at March 31, 2022	122,766	$	1,229	1,664	$	(2,837)	$	592,105	$	2,135	$	43,846	$	1,593	$	638,071

See accompanying notes to these Unaudited Consolidated Financial Statements

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Evoqua Water Technologies Corp.

Unaudited Consolidated Statements of Cash Flows

(In thousands)

	Six Months Ended March 31,
	2023		2022
Operating activities
Net income	$	19,900	$	13,462
Reconciliation of net income to cash flows (used in) provided by operating activities:
Depreciation and amortization	66,647		61,156
Amortization of deferred financing fees	943		926
Deferred income taxes	3,195		592
Share-based compensation	12,200		10,589
Gain on sale of property, plant, and equipment	(1,403)		(61)
Loss (gain) on sale of business	2,857		(193)
Impairment of long-lived assets	1,703		—
Foreign currency exchange (gains) losses on intercompany loans and other non-cash items	(9,805)		3,728
Changes in assets and liabilities
Accounts receivable	4,954		16,554
Inventories	(19,561)		(26,754)
Contract assets	(12,560)		(26,910)
Prepaids and other current assets	(4,294)		(14,049)
Accounts payable	1,929		19,589
Accrued expenses and other liabilities	(45,947)		(13,648)
Contract liabilities	12,590		(382)
Income taxes	(3,494)		135
Other non‑current assets and liabilities	4,333		(15,586)
Net cash provided by operating activities	$	34,187	$	29,148
Investing activities
Purchase of property, plant, and equipment	$	(53,211)	$	(36,320)
Purchase of intangibles	(2,479)		(1,582)
Proceeds from sale of property, plant, and equipment	3,621		1,940
Proceeds from sale of business, net of cash of $0 and $0	67		356
Acquisitions	816		(194,976)
Net cash used in investing activities	$	(51,186)	$	(230,582)
Financing activities
Borrowing of debt	$	157,774	$	223,793
Repayment of debt	(166,542)		(33,362)
Repayment of finance lease obligation	(7,156)		(6,571)
Receipt of earn-out related to previous acquisitions	7,824		—
Proceeds from issuance of common stock	4,700		5,274
Taxes paid related to net share settlements of share-based compensation awards	(4,734)		(5,144)
Distribution to non‑controlling interest	—		(100)
Net cash (used in) provided by financing activities	$	(8,134)	$	183,890
Effect of exchange rate changes on cash	4,371		800
Change in cash and cash equivalents	(20,762)		(16,744)
Cash and cash equivalents
Beginning of period	$	134,005	$	146,244
End of period	$	113,243	$	129,500

See accompanying notes to these Unaudited Consolidated Financial Statements

8

Evoqua Water Technologies Corp.

Unaudited Supplemental Disclosure of Cash Flow Information

(In thousands)

	Six Months Ended March 31,
	2023		2022
Supplemental disclosure of cash flow information
Cash paid for taxes	$	7,039	$	2,889
Cash paid for interest	$	18,241	$	12,537
Non‑cash investing and financing activities
Finance lease transactions	$	8,770	$	6,199
Operating lease transactions	$	12,102	$	11,385
Cloud computing related intangible transaction	$	15,877	$	—

See accompanying notes to these Unaudited Consolidated Financial Statements

9

Evoqua Water Technologies Corp.

Notes to Unaudited Consolidated Financial Statements

(In thousands, except per share data)

1. Description of the Company and Basis of Presentation

Background

Evoqua Water Technologies Corp. (referred to herein as the “Company” or “EWT”) is a holding company and does not conduct any business operations of its own. The Company was incorporated on October 7, 2013. On November 6, 2017, the Company completed its initial public offering (“IPO”).

The Business

EWT provides a wide range of product brands and advanced water and wastewater treatment systems and technologies, as well as mobile and emergency water supply solutions and service contract options through its branch network. Headquartered in Pittsburgh, Pennsylvania, EWT is a multinational corporation with operations in the United States (“U.S.”), Canada, the United Kingdom (“UK”), the Netherlands, Germany, Australia, the People’s Republic of China, Singapore and India.

The Company is organizationally structured into two reportable operating segments for the purpose of making operational decisions and assessing financial performance: (i) Integrated Solutions and Services and (ii) Applied Product Technologies.

Basis of Presentation

The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). All intercompany transactions have been eliminated. Unless otherwise specified, all dollar and share amounts in these notes are referred to in thousands.

The interim Unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such SEC rules. We believe that the disclosures made are adequate to make the information presented not misleading. In our opinion, all adjustments considered necessary for a fair presentation of the financial statements have been included, and all adjustments are of a normal and recurring nature. We consistently applied the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as filed with the SEC on November 16, 2022 (“2022 Annual Report”), in preparing these Unaudited Consolidated Financial Statements, with the exception of accounting standard updates described in Note 2, “Recent Accounting Pronouncements.” These Unaudited Consolidated Financial Statements should be read in conjunction with the audited financial statements and the notes included in our 2022 Annual Report. Certain prior period amounts have been reclassified to conform to the current period presentation.

Proposed Merger with Xylem Inc.

On January 22, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Xylem Inc., an Indiana corporation (“Xylem”), and Fore Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Xylem (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a direct, wholly owned subsidiary of Xylem (the “Merger”).

At the effective time of the Merger (the “Effective Time”) and upon consummation of the Merger, subject to the terms and conditions set forth in the Merger Agreement, each share of the common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than treasury shares held by the Company and shares of the Company’s common stock owned, directly or indirectly, by Xylem or Merger Sub) will be converted into and become exchangeable for 0.48 shares of common stock, par value $0.01 per share, of Xylem (the “Xylem Shares”) to be issued by Xylem as consideration for the Merger. Cash will be issued in lieu of fractional shares.

10

Upon the closing of the Merger, legacy Company stockholders will own approximately 25% and legacy Xylem shareholders will own approximately 75% of the combined company.

The consummation of the Merger is subject to the satisfaction or waiver of certain customary mutual conditions, including (a) the receipt of the required approvals from the Company’s stockholders and Xylem’s shareholders at meetings currently scheduled for May 11, 2023, (b) receipt of required regulatory approvals under antitrust and foreign investment laws in applicable jurisdictions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act (collectively, “Regulatory Clearances”) (at 11:59 p.m. Eastern Time on March 6, 2023, the 30-day Hart-Scott-Rodino waiting period expired without issuance of a Request for Additional Information and Documentary Material), (c) the absence of any temporary or permanent order, injunction, law or other legal restraint prohibiting or making illegal the consummation of the Merger, (d) the Xylem Shares issuable to the stockholders of the Company in connection with the Merger having been approved for listing on the New York Stock Exchange, subject to official notice of issuance, and (e) Xylem’s registration statement on Form S-4 having been declared effective under the Securities Act of 1933 (the registration statement was declared effective by the SEC on April 6, 2023). The obligation of each party to consummate the Merger is also conditioned upon (a) the accuracy of the representations and warranties of the other party as of the date of the Merger Agreement and as of the closing (subject to customary materiality qualifiers) and (b) compliance by the other party in all material respects with its respective pre-closing obligations under the Merger Agreement. Subject to the satisfaction or waiver of the conditions to the closing, the Merger is expected to close in mid-2023.

The Merger Agreement contains certain termination rights that may be exercised by either the Company or Xylem. In certain of those cases, we may be required to pay Xylem a termination fee of $225,000.

In connection with the Merger, we recognized costs of $10,040 and $10,240 for the three and six months ended March 31, 2023, respectively, included in General and administrative expenses in the Unaudited Consolidated Statements of Operations. These costs primarily relate to legal and consulting fees incurred in connection with the Merger.

For further information on the Merger Agreement, refer to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on January 23, 2023.

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2. Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances transparency about an entity’s use of supplier finance programs by requiring quarterly and annual disclosures about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts annually, and a description of where in the financial statements outstanding amounts are presented. The guidance is effective for fiscal years beginning after December 15, 2022. The Company is currently assessing the impact of adoption on the Company’s Unaudited Consolidated Financial Statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends Accounting Standards Codification (“ASC”) 805 to require an acquirer to, at the date of acquisition, recognize and measure contract assets and contract liabilities acquired in accordance with ASU 2014-9, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), as if the entity had originated the contracts, rather than adjust them to fair value at the acquisition date. The guidance is effective for fiscal years beginning after December 15, 2022 and is to be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently assessing the impact of adoption on the Company’s Unaudited Consolidated Financial Statements and related disclosures.

Accounting Pronouncements Recently Adopted

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This ASU is one of the subsequent amendments to ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Revenue Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The objective of the guidance in Topic 848 is to provide temporary relief during the transition period. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, ASU 2022-06 was issued to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company adopted ASU 2022-06 during the three months ended December 31, 2022 and the adoption did not have a material impact on the Company’s Unaudited Consolidated Financial Statements and related disclosures.

3. Variable Interest Entities

Treated Water Outsourcing (“TWO”) was a joint venture between the Company and Nalco Water, an Ecolab company (“Nalco”), in which the Company held a 50% partnership interest. The Company acquired the remaining partnership interest in TWO from Nalco on April 1, 2022. Prior to acquisition, the Company was obligated to absorb all risk of loss up to 100% of the joint venture partner’s equity. As such, the Company fully consolidated TWO as a variable interest entity (“VIE”) under ASC Topic No. 810, Consolidation.

The following provides TWO’s summarized financial information for the three and six months ended March 31, 2022. As a result of the acquisition of the remaining partnership interest in TWO on April 1, 2022, there is no summarized financial information for the three and six months ended March 31, 2023.

	Three Months Ended March 31, 2022		Six Months Ended March 31, 2022
Total revenue	$	796	$	1,641
Total operating expenses	(703)		(1,440)
Income from operations	$	93	$	201

On October 1, 2019, the Company acquired a 60% investment position in San Diego-based Frontier Water Systems, LLC (“Frontier”). The Frontier acquisition was a VIE because it had insufficient equity to finance its activities due to key

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assets being assigned to the Company upon acquisition.  The Company was the primary beneficiary of Frontier because the Company had the power to direct the activities that most significantly affect Frontier’s economic performance.

In addition, the Company entered into an agreement to purchase the remaining 40% interest in Frontier on or prior to March 30, 2024. This agreement (a) gave holders of the remaining 40% interest in Frontier (the “Minority Owners”) the right to sell to Evoqua up to approximately 10% of the outstanding equity in Frontier at a predetermined price, which right was exercisable by the Minority Owners between January 1, 2021 and February 28, 2021 (the “Option”), and (b) obligated the Company to purchase and the Minority Owners to sell all of the Minority Owners’ remaining interest in Frontier at the fair market value at the time of sale on or prior to March 30, 2024 (the “Purchase Right”). The Company acquired an additional 8% equity interest in Frontier in April 2021. On April 1, 2022, the Company purchased the remaining 32% outstanding equity in Frontier.

The following provides Frontier’s summarized financial information for the three and six months ended March 31, 2022. As a result of the acquisition of the remaining equity interest in Frontier on April 1, 2022, there is no summarized financial information for the three and six months ended March 31, 2023.

	Three Months Ended March 31, 2022		Six Months Ended March 31, 2022
Total revenue	$	6,414	$	13,363
Total operating expenses	(6,149)		(12,135)
Income from operations	$	265	$	1,228

4. Acquisitions and Divestitures

Acquisitions support the Company’s strategy of delivering a broad solutions portfolio with robust technology across multiple geographies and end markets. The Company continues to evaluate potential strategic acquisitions of businesses, assets and product lines and believes that capex-like, tuck-in acquisitions present a key opportunity within its overall growth strategy. Divestitures support the Company’s strategy of focusing on core business operations and delivering on long-term operational goals.

2023 Acquisitions and Divestitures

On March 31, 2023, the Company completed its divestiture of its blood filter and water filter product lines that are sold into renal and other medical applications (the “Filtration Business”) to Medica USA Inc., a subsidiary of Medica S.p.A. (“Medica”), for $67 in cash at closing. The Company recognized a loss on sale of $2,857, which is included in Other operating expense on the Consolidated Statements of Operations during the three months ended March 31, 2023. The Filtration Business was included in the Integrated Solutions and Services segment and was determined by management not to be core to the Company’s long-term business strategy or operations. The sale of the Filtration Business does not represent a strategic shift that will have a major effect on the Company’s operations and financial results and is, therefore, not classified as discontinued operations in accordance with ASU 2014-08. The Company entered into a supply agreement with Medica under which the Company will purchase water filters used by its customers in the Company’s dialysis water systems.

On February 28, 2023, the Company completed its acquisition of the Texas-based industrial water service business accounts and deionization and carbon tank assets of Kemco Systems (“Kemco”) for $900 in cash at closing. This acquisition expands the Company’s service and aftermarket business in the Texas market while strengthening the Company’s ability to better support and service its industrial customers in the region. The acquisition did not meet the definition of a business under ASC 805, and as such was accounted for as an asset acquisition. The acquired business is included within the Integrated Solutions and Services segment.

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On February 14, 2023, the Company entered into a definitive agreement to divest its carbon reactivation and slurry operations (the “Carbon Business”) to Desotec US LLC, a subsidiary of Desotec N.V. (“Desotec”). The sale of the Carbon Business will allow the Company to focus on its core service business, which includes carbon services and the sale of high-quality activated carbon. At the closing of the transaction, the Company will enter into a supply agreement with Desotec under which the Company will purchase reactivated carbon to continue to service its customers. During the three months ended March 31, 2023, the assets and liabilities of the Carbon Business met the accounting criteria to be classified as held for sale on the Consolidated Balance Sheets. As part of the required evaluation under the held for sale guidance, the Company determined that the approximate fair value less costs to sell the operations exceeded the carrying value of the net assets and as such, no impairment charge was recorded. As of March 31, 2023, the transaction had not closed and is expected to close in the third quarter of 2023. Gross proceeds upon closing of the transaction are anticipated to be $100,000 and the Company expects to record a gain on sale. The Carbon Business is included in the Integrated Solutions and Services segment.

The following represents the carrying value of the assets and liabilities within the disposal group at March 31, 2023:

Inventories, net	$	11,622
Current assets held for sale	11,622
Property, plant, and equipment, net	6,744
Operating lease right-of-use assets, net	2,312
Goodwill	7,830
Intangible assets, net	12,847
Non-current assets held for sale	29,733
Total assets held for sale	$	41,355
Accrued expenses and other liabilities	487
Current liabilities held for sale	487
Obligation under operating leases	2,703
Non-current liabilities held for sale	2,703
Total liabilities held for sale	$	3,190

2022 Acquisitions

On July 15, 2022, the Company completed the acquisition of Epicor, Inc. (“Epicor”) for $4,339 cash paid at closing. During the three months ended December 31, 2022, the Company paid cash of $38 to the seller as a result of net working capital adjustments. Epicor has supplied specialty resins for power steam system treatment for fifty years. The resins provide a cost-effective and efficient method for creating and maintaining a continual supply of ultra-pure water for power plants. Epicor is included within the Integrated Solutions and Services segment.

On July 1, 2022, the Company completed the acquisition of Smith Engineering, Inc. (“Smith Engineering”) for $18,878 cash paid at closing, of which $2,895 was paid into an escrow account. Smith Engineering is a leader in the design, manufacturing, and service of custom high purity water treatment equipment serving the biotech/pharmaceutical, data center, food and beverage, healthcare, medical device, and microelectronics markets. With over 1,200 customers in North America, Smith Engineering offers a variety of water treatment products and services, including filtration, UV, reverse osmosis, and deionization. Smith Engineering is included within the Integrated Solutions and Services segment.

The acquisition of Smith Engineering has been accounted for using the acquisition method of accounting which requires the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. Due to the nature of the net assets acquired, at March 31, 2023, the valuation process to determine fair values is not complete and further adjustments are expected in the remainder of fiscal year 2023. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price allocation adjustments will be recorded during the measurement period, but no later than one year from the date of the acquisition.

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The preliminary fair value of assets acquired and liabilities assumed were as follows:

Receivables, net	$	2,501
Inventories, net	1,345
Other current assets	937
Property, plant, and equipment, net	532
Goodwill	7,820
Intangible assets, net	9,815
Other non-current assets	796
Total assets acquired	$	23,746
Current liabilities	(1,834)
Non-current liabilities	(3,034)
Total liabilities assumed	$	(4,868)
Net assets acquired	$	18,878

On December 20, 2021, the Company and its indirect wholly-owned subsidiaries Evoqua Water Technologies LLC (“EWT LLC”) and Evoqua Water Technologies Ltd. (together with EWT LLC, the “Buyer”) entered into an Asset Purchase Agreement (the “Agreement”) with Cantel Medical LLC, Mar Cor Purification, Inc., and certain of their affiliates (collectively, the “Sellers”), each wholly-owned subsidiaries of Steris plc, pursuant to which the Buyer agreed to acquire certain assets of the Sellers and assume certain liabilities of the Sellers that are owned or used or arise in connection with the global operation of the Sellers’ renal business (the “Mar Cor Business”) for an aggregate purchase price of $196,300 in cash at closing (the “Purchase Price”), subject to customary adjustments, including for working capital (the “Transaction”). On January 3, 2022, the Company completed the Transaction to acquire the Mar Cor Business for $194,976 paid in cash at closing, following adjustments. During the six months ended March 31, 2022, the Company received cash of $1,754 from the Sellers as a result of net working capital adjustments, thus resulting in a final purchase price of $193,222. The Company utilized cash on hand and borrowed an additional $160,000 under the 2021 Revolving Credit Facility (as defined below) to fund the Transaction. The Mar Cor Business is included within the Integrated Solutions and Services segment.

The Purchase Price included a $12,300 earn out, which was being held in escrow and was to be paid, pro rata, to the Sellers if the Mar Cor Business met certain sales performance goals through December 31, 2022 (the “Earn Out”). During the three months ended March 31, 2023, the Company received cash of $12,300 for the Earn Out asset. See Note 6, “Fair Value Measurements”, for further discussion.

The acquisition of the Mar Cor Business has been accounted for using the acquisition method of accounting which requires the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date.

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The opening balance sheet for the Mar Cor Business is summarized as follows:

Receivables, net	$	21,275
Inventories, net	32,350
Earn Out asset	7,824
Other current assets	1,844
Property, plant, and equipment, net	19,150
Goodwill	67,000
Intangible assets, net	57,094
Other non-current assets	7,694
Total assets acquired	$	214,231
Current liabilities	(15,467)
Non-current liabilities	(5,542)
Total liabilities assumed	$	(21,009)
Net assets acquired	$	193,222

5. Revenue

Performance Obligations

The Company elects to apply the practical expedient to exclude from this disclosure revenue related to performance obligations if the product has an alternative use and the Company does not have an enforceable right to payment for the performance completed to date, including a normal profit margin, in the event of termination for convenience. The Company maintains a backlog of confirmed orders, which totaled approximately $407,197 at March 31, 2023. This backlog represents the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied or partially unsatisfied as of the end of the reporting period. The Company estimates that the majority of these performance obligations will be satisfied within the next twelve to twenty-four months.

Disaggregation of Revenue

In accordance with Topic 606, the Company disaggregates revenue from contracts with customers into source of revenue, reportable operating segment, and geographical regions. The Company determined that disaggregating revenue into these categories meets the disclosure objective in Topic 606, which is to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Information regarding the source of revenue:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Revenue from contracts with customers recognized under Topic 606	$	429,239	$	382,758	$	820,670	$	700,529
Other(1)	48,558		43,970		92,973		92,467
Total	$	477,797	$	426,728	$	913,643	$	792,996

(1)     Other revenue relates to revenue recognized pursuant to ASU 2016-02, Leases (Topic 842), primarily attributable to long term rentals.

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Information regarding revenue disaggregated by source of revenue and segment is as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Integrated Solutions and Services
Capital	$	87,761	$	70,702	$	165,407	$	137,804
Aftermarket	60,805		62,271		118,245		91,569
Service	180,333		161,867		350,673		310,513
Total	$	328,899	$	294,840	$	634,325	$	539,886
Applied Product Technologies
Capital	$	99,412	$	91,778	$	187,477	$	175,662
Aftermarket	44,673		35,024		81,913		67,308
Service	4,813		5,086		9,928		10,140
Total	$	148,898	$	131,888	$	279,318	$	253,110
Total Revenue
Capital	$	187,173	$	162,480	$	352,884	$	313,466
Aftermarket	105,478		97,295		200,158		158,877
Service	185,146		166,953		360,601		320,653
Total	$	477,797	$	426,728	$	913,643	$	792,996

Information regarding revenue disaggregated by geographic area is as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
United States	$	394,143	$	352,639	$	755,365	$	647,347
Asia	33,447		28,042		67,968		58,947
Europe	33,377		28,641		57,864		54,270
Canada	13,085		13,748		26,259		26,409
Australia	3,745		3,658		6,187		6,023
Total	$	477,797	$	426,728	$	913,643	$	792,996

Contract Balances

The Company performs its obligations under a contract with a customer by transferring products and/or services in exchange for consideration from the customer. The Company receives payments from customers based on a billing schedule as established in its contracts.

Contract assets relate to costs incurred to perform in advance of scheduled billings. Contract liabilities relate to payments received in advance of performance under the contracts. Changes in contract assets and liabilities are due to the Company’s performance under the contract.

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The tables below provide a roll-forward of contract assets and contract liabilities balances for the periods presented:

	Six Months Ended March 31,
Contract assets(a)	2023		2022
Balance at beginning of period	$	102,123	$	72,746
Recognized in current period	205,347		206,859
Reclassified to accounts receivable	(193,671)		(179,967)
Foreign currency	1,662		(136)
Balance at end of period	$	115,461	$	99,502

(a)     Excludes receivable balances which are disclosed on the Consolidated Balance Sheets.

	Six Months Ended March 31,
Contract Liabilities	2023		2022
Balance at beginning of period	$	62,439	$	55,883
Recognized in current period	212,122		174,518
Amounts in beginning balance reclassified to revenue	(49,217)		(44,292)
Current period amounts reclassified to revenue	(150,520)		(130,629)
Foreign currency	688		113
Balance at end of period	$	75,512	$	55,593

6. Fair Value Measurements

As of March 31, 2023 and September 30, 2022, the fair values of cash and cash equivalents, accounts receivable, and accounts payable approximated carrying values due to the short maturity of these items.

The Company measures the fair value of pension plan assets and liabilities, deferred compensation plan assets and liabilities on a recurring basis pursuant to ASC Topic No. 820, Fair Value Measurement. ASC Topic No. 820 establishes a three‑tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model‑derived valuations whose inputs are observable or whose significant value driver is observable.

Level 3: Unobservable inputs in which little or no market data is available, therefore requiring an entity to develop its own assumptions.

The following table presents the Company’s financial assets and liabilities at fair value. The fair values related to the pension plan assets are determined using net asset value (“NAV”) as a practical expedient, or by information categorized in the fair value hierarchy level based on the inputs used to determine fair value. The reported carrying amounts of deferred compensation plan assets and liabilities and debt approximate their fair values. The Company uses interest rates and other relevant information generated by market transactions involving similar instruments to measure the fair value of these assets and liabilities, therefore all are classified as Level 2 within the valuation hierarchy.

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	Net Asset Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of March 31, 2023
Assets:
Pension plan
Cash	$	—	$	1,552	$	—	$	—
Global Multi-Asset Fund	12,996		—		—		—
Government Securities	3,071		—		—		—
Guernsey Unit Trust	2,277		—		—		—
Global Absolute Return	1,462		—		—		—
Deferred compensation plan assets
Cash	—		723		—		—
Mutual Funds	—		12,805		—		—
Total return swaps—deferred compensation	—		—		205		—
Interest rate swaps	—		—		40,352		—
Foreign currency forward contracts	—		—		11		—
Commodity swaps	—		—		1		—
Liabilities:
Pension plan	—		—		(29,557)		—
Deferred compensation plan liabilities	—		—		(20,234)		—
Long‑term debt	—		—		(880,349)		—
Foreign currency forward contracts	—		—		(674)		—
Commodity swaps	—		—		(7)		—

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	Net Asset Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of September 30, 2022
Assets:
Pension plan
Cash	$	—	$	40	$	—	$	—
Global Multi-Asset Fund	11,632		—		—		—
Government Securities	3,343		—		—		—
Liability Driven Investment	928		—		—		—
Guernsey Unit Trust	2,048		—		—		—
Global Absolute Return	1,299		—		—		—
Deferred compensation plan assets
Cash	—		902		—		—
Mutual Funds	—		12,330		—		—
Earn-out assets related to acquisitions	—		—		—		11,597
Interest rate swaps	—		—		49,952		—
Foreign currency forward contracts	—		—		507		—
Liabilities:
Pension plan	—		—		(26,654)		—
Deferred compensation plan liabilities	—		—		(20,081)		—
Total return swaps—deferred compensation	—		—		(632)		—
Long‑term debt	—		—		(884,517)		—
Foreign currency forward contracts	—		—		(872)		—
Commodity swaps	—		—		(7)		—

The pension plan assets and liabilities and deferred compensation plan assets and liabilities are included in Other non‑current assets and Other non‑current liabilities at March 31, 2023 and September 30, 2022. The unrealized loss on mutual funds was $1,208 at March 31, 2023.

The Company records contingent consideration arrangements at fair value on a recurring basis, and the associated balances presented as of September 30, 2022 are earn-outs related to acquisitions. The fair value of earn-outs related to acquisitions is based on significant unobservable inputs including the achievement of certain performance metrics. Significant changes in these inputs would result in corresponding increases or decreases in the fair value of the earn-out each period until the related contingency has been resolved. Changes in the fair value of the contingent consideration assets can result from adjustments in the probability of achieving future development steps, sales targets and profitability and are recorded in General and administrative expenses in the Unaudited Consolidated Statements of Operations. As a result of the Mar Cor Business acquisition on January 3, 2022, the Company recorded an Earn Out asset for $7,824 which represented the fair value of amounts expected to be received back from escrow based on the forecasted achievement of certain sales performance goals at the acquisition date. During the year ended September 30, 2022, the Company recorded an increase in the fair value of the Earn Out asset of $3,773 based on updated forecast information. During the six months ended March 31, 2023, the Company recorded an increase in the fair value of the Earn Out asset of $703 based on results of sales performance goals. The Company received cash of $12,300 for the Earn Out asset during the three months ended March 31, 2023. As of March 31, 2023 and September 30, 2022, the Earn Out asset related to the Mar Cor Business acquisition totaled $0 and $11,597, respectively, and is included in Prepaid and other current assets on the Consolidated Balance Sheets.

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7. Accounts Receivable

Accounts receivable are summarized as follows:

	March 31, 2023		September 30, 2022
Accounts receivable	$	310,792	$	312,600
Allowance for credit losses	(6,937)		(6,888)
Receivables, net	$	303,855	$	305,712

The movement in the allowance for credit losses was as follows for the six months ended March 31, 2023:

Balance at September 30, 2022	$	(6,888)
Charged to costs and expenses	(362)
Write-offs	316
Foreign currency and other	(3)
Balance at March 31, 2023	$	(6,937)

8. Inventories

The major classes of Inventories, net are as follows:

	March 31, 2023		September 30, 2022
Raw materials and supplies	$	130,294	$	120,532
Work in progress	38,631		36,499
Finished goods and products held for resale	80,257		80,811
Costs of unbilled projects	2,968		2,309
Reserves for excess and obsolete	(11,437)		(10,800)
Inventories, net	$	240,713	$	229,351

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9. Property, Plant, and Equipment

Property, plant, and equipment consists of the following:

	March 31, 2023		September 30, 2022
Machinery and equipment	$	400,714	$	401,334
Rental equipment	277,644		267,345
Land and buildings	79,748		82,985
Construction in process	94,168		72,184
	852,274		823,848
Less: accumulated depreciation	(438,194)		(418,559)
Property, plant, and equipment, net	$	414,080	$	405,289

Depreciation expense and maintenance and repairs expense for the three and six months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Depreciation expense	$	22,247	$	20,722	$	43,286	$	40,042
Maintenance and repair expense	8,714		7,475		16,944		13,594

10. Goodwill

Changes in the carrying amount of goodwill are as follows:

	Integrated Solutions and Services		Applied Product Technologies		Total
Balance at September 30, 2022	$	306,935	$	166,637	$	473,572
Measurement period adjustment	(1,754)		—		(1,754)
Reclassified to non-current assets held for sale	(7,831)		—		(7,831)
Foreign currency translation	626		4,316		4,942
Balance at March 31, 2023	$	297,976	$	170,953	$	468,929

As of March 31, 2023 and September 30, 2022, $248,781 and $250,636, respectively, of goodwill was deductible for tax purposes.

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11. Debt

Long‑term debt, including accrued interest, consists of the following:

	March 31, 2023		September 30, 2022
2021 Term Loan, due April 1, 2028 (1)	$	466,713	$	469,063
2021 Revolving Credit Facility, due April 1, 2026 (2)	140,162		151,254
Securitization Facility, due April 1, 2024 (3)	145,282		150,201
Equipment Financing, due September 30, 2023 to September 30, 2032, interest rates ranging from 3.59% to 8.41%	129,748		120,155
Total debt	881,905		890,673
Less unamortized deferred financing fees	(8,930)		(9,873)
Total net debt	872,975		880,800
Less current portion	(19,376)		(17,266)
Total long‑term debt	$	853,599	$	863,534

(1)The interest rate on the 2021 Term Loan was 6.94% as of March 31, 2023, comprised of 4.69% LIBOR plus a 2.25% spread. Includes accrued interest of $25 at March 31, 2023.

(2)The 2021 Revolving Credit Facility includes $136,000 outstanding with an interest rate of 7.08% as of March 31, 2023, comprised of 4.88% LIBOR plus a 2.20% spread, and $4,000 outstanding with an interest rate of 9.20% as of March 31, 2023, comprised of 8.25% LIBOR plus a 0.95% spread. Includes accrued interest of $162 and $254, at March 31, 2023 and September 30, 2022, respectively.

(3)The interest rate on the Securitization Facility was 6.11% as of March 31, 2023, comprised of 4.86% LIBOR plus a 1.25% spread. Includes accrued interest of $282 and $201 at March 31, 2023 and September 30, 2022, respectively.

2021 Credit Agreement

On April 1, 2021, EWT Holdings III Corp. (“EWT III”), a subsidiary of the Company, entered into a Credit Agreement (the “2021 Credit Agreement”) among EWT III, as borrower, EWT Holdings II Corp. (“EWT II”), as parent guarantor, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and ING Capital, LLC, as sustainability coordinator. The 2021 Credit Agreement provides for a multi-currency senior secured revolving credit facility in an aggregate principal amount not to exceed the U.S. dollar equivalent of $350,000 (the “2021 Revolving Credit Facility”) and a discounted senior secured term loan (the “2021 Term Loan”) in the amount of $475,000 (together with the 2021 Revolving Credit Facility, the “Senior Facilities”). The 2021 Credit Agreement also provides for a letter of credit sub-facility not to exceed $60,000.

The 2021 Credit Agreement contains customary representations, warranties, affirmative covenants, and negative covenants, including, among other things, a springing maximum first lien leverage ratio of 5.55 to 1.00. The Company did not exceed this ratio during the six months ended March 31, 2023, does not anticipate exceeding this ratio during the year ending September 30, 2023, and therefore does not anticipate any additional repayments during the year ending September 30, 2023.

The following table summarizes the amount of the Company’s outstanding borrowings and outstanding letters of credit under the 2021 Revolving Credit Facility as of March 31, 2023 and September 30, 2022.

	March 31, 2023		September 30, 2022
Borrowing availability	$	350,000	$	350,000
Outstanding borrowings	140,000		151,000
Outstanding letters of credit	7,416		9,317
Unused amounts	$	202,584	$	189,683

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Receivables Securitization Program

On April 1, 2021, Evoqua Finance LLC (“Evoqua Finance”), an indirect wholly-owned subsidiary of the Company, entered into an accounts receivable securitization program (the “Receivables Securitization Program”) consisting of, among other agreements, (i) a Receivables Financing Agreement (the “Receivables Financing Agreement”) among Evoqua Finance, as the borrower, the lenders from time to time party thereto (the “Receivables Financing Lenders”), PNC Bank, National Association (“PNC Bank”), as administrative agent, EWT LLC, as initial servicer, and PNC Capital Markets LLC (“PNC Markets”), as structuring agent, pursuant to which the lenders have made available to Evoqua Finance a receivables finance facility (the “Securitization Facility”) in an amount up to $150,000 and (ii) a Sale and Contribution Agreement (the “Sale Agreement”) among Evoqua Finance, as purchaser, EWT LLC, as initial servicer and as an originator, and Neptune Benson, Inc., an indirectly wholly-owned subsidiary of the Company, as an originator (together with EWT LLC, the “Originators”).

The Receivables Securitization Program contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the receivables being sold by the Originators and securing the loans made by the Receivables Financing Lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults. The Company was in compliance with all covenants during the six months ended March 31, 2023, does not anticipate becoming noncompliant during the year ending September 30, 2023, and therefore, subject to limitations arising from collateral availability, does not anticipate any additional repayments during the year ending September 30, 2023.

Equipment Financings

During the six months ended March 31, 2023, the Company completed the following equipment financings:

Date Entered	Due	Interest Rate as of March 31, 2023		Principal Amount
March 31, 2023	April 30, 2030	6.14	%	$	5,116
March 31, 2023	September 30, 2032(1)	5.30	%	1,888
December 30, 2022	September 30, 2032(1)	5.30	%	1,452
December 19, 2022	May 31, 2029(2)	5.03	%	2,041
October 31, 2022	June 30, 2029	6.33	%	6,208
				$	16,705

(1)Represents an advance received from the lender on a multiple draw term loan in which the Company is making interest only payments through September 30, 2023 based on an interest rate of 5.30% including a 3.05% Bloomberg Short-Term Bank Yield Index plus a 2.25% spread as of March 31, 2023.

(2)Represents an advance received from the lender on a multiple draw term loan with interest payments based on a 2.28% Secured Overnight Financing Rate plus a 2.75% spread.

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The Company has secured financing agreements that require providing a security interest in specified equipment and, in some cases, the underlying contract and related receivables. As of March 31, 2023 and September 30, 2022, the gross and net amounts of those assets are included on the Consolidated Balance Sheets as follows:

	March 31, 2023				September 30, 2022
	Gross		Net		Gross		Net
Property, plant, and equipment, net
Machinery and equipment	$	82,163	$	56,499	$	86,294	$	62,459
Construction in process	20,393		20,393		14,201		14,201
Receivables, net	1,820		1,820		108		108
Prepaid and other current assets	4,172		4,172		3,276		3,276
Other non‑current assets	54,702		54,357		51,877		51,550
	$	163,250	$	137,241	$	155,756	$	131,594

Deferred Financing Fees and Discounts

Deferred financing fees and discounts related to the Company’s long-term debt were included as a contra liability to debt on the Consolidated Balance Sheets as follows:

	March 31, 2023		September 30, 2022
Current portion of deferred financing fees and discounts(1)	$	(1,920)	$	(1,899)
Long-term portion of deferred financing fees and discounts(2)	(7,010)		(7,974)
Total deferred financing fees and discounts	$	(8,930)	$	(9,873)

(1)Included in Current portion of debt, net of deferred financing fees and discounts on the Consolidated Balance Sheets.

(2)Included in Long-term debt, net of deferred financing fees and discounts on the Consolidated Balance Sheets.

Amortization of deferred financing fees and discounts included in interest expense was $467 and $459 for the three months ended March 31, 2023 and 2022 and $943 and $926 for the six months ended March 31, 2023 and 2022, respectively.

Repayment Schedule

Aggregate maturities of all long‑term debt, including current portion of long‑term debt and excluding finance lease obligations as of March 31, 2023, are presented below:

Fiscal Year
Remainder of 2023	$	11,074
2024	165,231
2025	21,860
2026	165,244
2027	22,994
Thereafter	495,502
Total	$	881,905

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12. Derivative Financial Instruments

Interest Rate Risk Management

The Company is subject to market risk exposure arising from changes in interest rates on the senior secured credit facilities as well as variable rate equipment financings, which bear interest at rates that are indexed against LIBOR. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to mitigate its exposure to rising interest rates. As of March 31, 2023, the notional amount of the Company’s interest rate swaps was $540,000.

Foreign Currency Risk Management

The Company’s functional currency is the U.S. dollar. By operating internationally, the Company is subject to foreign currency translation risk associated with converting the foreign operations’ financial statements into U.S. dollars transactions denominated in currencies other than the U.S. dollar (“foreign currencies”). The Company is also subject to currency risk from transactions denominated in foreign currencies. To mitigate cross-currency transaction risk, the Company analyzes significant exposures where it has receipts or payments in a currency other than the functional currency of its operations, and from time to time may strategically enter into short-term foreign currency forward contracts to lock in some or all of the cash flows associated with these transactions. The Company uses foreign currency derivative contracts in order to manage the effect of exchange fluctuations on forecasted sales and purchases that are denominated in foreign currencies. To mitigate the impact of foreign exchange rate risk, the Company entered into a series of forward contracts designated as cash flow hedges. As of March 31, 2023, the notional amount of the forward contracts was $25,667.

Equity Price Risk Management

The Company is exposed to variability in compensation charges related to certain deferred compensation obligations to employees. Equity price movements affect the compensation expense as certain investments made by the Company’s employees in the deferred compensation plan are revalued. Although not designated as accounting hedges, the Company utilizes derivatives such as total return swaps to economically hedge a portion of this exposure and offset the related compensation expense. As of March 31, 2023, the notional amount of the total return swaps was $5,016.

Credit Risk Management

The counterparties to the Company’s derivative contracts are highly-rated financial institutions. The Company regularly reviews the creditworthiness of its financial counterparties and fully expects the counterparties to perform under their respective agreements. The Company is not subject to any obligations to post collateral under derivative instrument contracts. The Company records all derivative instruments on a gross basis in the Consolidated Balance Sheets. Accordingly, there are no offsetting amounts that net assets against liabilities.

Derivatives Designated as Cash Flow Hedges

The following represents the fair value recorded for derivatives designated as cash flow hedges for the periods presented:

		Asset Derivatives
	Balance Sheet Location	March 31, 2023		September 30, 2022
Interest rate swaps	Prepaid and other current assets	$	22,492	$	19,186
Foreign currency forward contracts	Prepaid and other current assets	11		467
Commodity swaps	Prepaid and other current assets	1		—
Interest rate swaps	Other non‑current assets	17,860		30,766

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		Liability Derivatives
	Balance Sheet Location	March 31, 2023	September 30, 2022
Foreign currency forward contracts	Accrued expenses and other current liabilities	626	872
Commodity swaps	Accrued expenses and other current liabilities	7	7

The following represents the amount of (loss) gain recognized in Accumulated other comprehensive income (loss) (“AOCI”) (net of tax) during the periods presented:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Interest rate swaps	$	(54)	$	21,077	$	2,045	$	26,948
Foreign currency forward contracts	(401)		100		(790)		82
Commodity swaps	(7)		8		1		28
	$	(462)	$	21,185	$	1,256	$	27,058

The following represents the amount of (loss) gain reclassified from AOCI into earnings during the periods presented:

	Three Months Ended March 31,				Six Months Ended March 31,
Location of (Loss) Gain	2023		2022		2023		2022
Cost of product sales and services	$	(137)	$	6	$	(243)	$	(79)
General and administrative expense	(56)		—		(458)		(7)
Selling and marketing expense	—		(1)		—		—
Interest expense	5,233		(550)		9,245		(1,167)
	$	5,040	$	(545)	$	8,544	$	(1,253)

Based on the fair value amounts of the Company’s cash flow hedges at March 31, 2023, the Company expects that approximately $545 of pre-tax net losses will be reclassified from AOCI into earnings during the next twelve months. The amount ultimately realized, however, will differ as exchange rates vary and the underlying contracts settle.

Derivatives Not Designated as Hedging Instruments

The following represents the fair value recorded for derivatives not designated as cash flow hedges for the periods presented:

		Asset Derivatives
	Balance Sheet Location	March 31, 2023		September 30, 2022
Total return swaps—deferred compensation	Prepaid and other current assets	$	205	$	—
Foreign currency forward contracts	Prepaid and other current assets	—		40
		Liability Derivatives
	Balance Sheet Location	March 31, 2023		September 30, 2022
Total return swaps—deferred compensation	Accrued expenses and other current liabilities	$	—	$	632
Foreign currency forward contracts	Accrued expenses and other current liabilities	48		—

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The following represents the amount of gain (loss) recognized in earnings for derivatives not designated as hedges during the periods presented:

	Three Months Ended March 31,				Six Months Ended March 31,
Location of Gain (Loss)	2023		2022		2023		2022
General and administrative expense	$	215	$	(352)	$	590	$	(41)

13. Product Warranties

A reconciliation of the activity related to the accrued warranty, including both the current and long‑term portions, is as follows:

	Current Product Warranties				Non-Current Product Warranties
	Six Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Balance at beginning of the period	$	6,740	$	8,138	$	3,465	$	2,966
Warranty provision for sales	3,186		2,797		545		609
Settlement of warranty claims	(3,338)		(3,345)		(811)		(338)
Foreign currency translation and other	(32)		(92)		128		(46)
Balance at end of the period	$	6,556	$	7,498	$	3,327	$	3,191

14. Restructuring and Related Charges

To better align its resources with its growth strategies and reduce its cost structure, the Company commits to various restructuring plans as necessary. The Company has undertaken various restructuring initiatives, including activities to reduce the cost structure and rationalize location footprint, realigning operating models designed to better serve the needs of customers worldwide, and various initiatives within the Integrated Solutions and Services segment to drive efficiency and effectiveness in certain divisions.

The Company currently expects to incur in future periods approximately $3,400 to $4,400 of costs related to restructuring programs initiated in prior periods.

The table below sets forth the amounts accrued for the restructuring components and related activity:

	Six Months Ended March 31,
	2023		2022
Balance at beginning of the period	$	658	$	304
Restructuring charges related to organizational realignment	1,768		987
Restructuring charges related to facility consolidation	589		1,874
Restructuring charges related to other initiatives	138		7
Release of prior reserves	(223)		(66)
Cash payments	(1,968)		(2,220)
Other adjustments	1		2
Balance at end of the period	$	963	$	888

The balances for accrued restructuring liabilities at March 31, 2023 and September 30, 2022, are recorded in Accrued expenses and other liabilities on the Consolidated Balance Sheets. Restructuring charges primarily represent severance charges and other employee costs, fixed asset write-offs, and certain relocation expenses. The Company expects to pay the remaining amounts accrued as of March 31, 2023 during the remainder of fiscal 2023.

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The table below sets forth the location of amounts recorded above on the Unaudited Consolidated Statements of Operations:

	Six Months Ended March 31,
	2023		2022
Cost of product sales and services	$	910	$	867
General and administrative expense	1,010		1,719
Sales and marketing expense	282		—
Research and development expense	138		1
Other operating expense, net	(68)		215
	$	2,272	$	2,802

The Company continues to evaluate restructuring activities that may result in additional charges in the future.

15. Employee Benefit Plans

The Company maintains multiple employee benefit plans.

Certain of the Company’s employees in the UK were participants in a Siemens defined benefit plan established for employees of a UK-based operation acquired by Siemens in 2004. The plan was frozen with respect to future service credits for active employees, however the benefit formula recognized future compensation increases. The Company agreed to establish a replacement defined benefit plan, with the assets of the Siemens scheme transferring to the new scheme on April 1, 2015.

The Company’s employees in Germany also participate in a defined benefit plan. Assets equaling the plan’s accumulated benefit obligation were transferred to a German defined benefit plan sponsored by the Company upon the acquisition of EWT from Siemens. The German entity also sponsors a defined benefit plan for a small group of employees located in France.

The components of net periodic benefit cost for the plans were as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Service cost	$	143	$	227	$	280	$	459
Interest cost	205		107		401		215
Expected return on plan assets	(114)		(129)		(222)		(261)
Amortization of actuarial (gains) losses	(15)		166		(28)		335
Pension expense for defined benefit plans	$	219	$	371	$	431	$	748

The components of pension expense, other than the service cost component which is included in General and administrative expense, are included in the line item Other operating expense in the Unaudited Consolidated Statements of Operations.

16. Income Taxes

Year-to-date income tax expense or benefit is the product of the most current projected annual effective tax rate (“PAETR”) and the actual year-to-date pretax income (loss) adjusted for any discrete tax items. The income tax expense or benefit for a particular quarter, except for the first quarter, is the difference between the year-to-date calculation of income tax expense or benefit and the year-to-date calculation for the prior quarter. Items unrelated to current period ordinary income or (loss) are recognized entirely in the period identified as a discrete item of tax.

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Annual Effective Tax Rate

The PAETR, which excludes the impact of discrete items, was 32.4% and 22.6% as of the six months ended March 31, 2023 and 2022, respectively. For the six months ended March 31, 2023, the PAETR was higher than the U.S. federal statutory rate of 21.0% primarily due to the mix of earnings between countries, most of which have higher statutory rates than the U.S., state income tax expense, projected Global Intangible Low Tax Income inclusion, and non-deductible expenses primarily incurred in the U.S. The PAETR at March 31, 2022 was favorably impacted by maintaining a valuation allowance on U.S. deferred tax assets. On September 30, 2022, the valuation allowance on U.S. deferred tax assets was reversed. As a result, the March 31, 2023 PAETR is higher than the PAETR at March 31, 2022.

Current and Prior Period Tax Expense

For the three months ended March 31, 2023, the Company recognized income tax expense of $2,522 on pretax income of $13,154. The rate of 19.2% differed from the U.S. statutory rate of 21.0% and was negatively impacted by tax based on a higher projected annual tax rate due to the mix of earnings between countries, most of which have higher statutory tax rates than the U.S., state income tax expense, residual U.S. tax due to Global Intangible Low Tax Income inclusion, and non-deductible expenses primarily incurred in the U.S., which was offset by a favorable discrete item related to the impact of tax deductions greater than those for financial reporting related to equity compensation.

For the three months ended March 31, 2022, the Company recognized income tax expense of $2,248 on pretax income of $9,622. The rate of 23.4% differed from the U.S. statutory rate of 21.0% as the mix of earnings between countries, most of which have higher statutory tax rates than the U.S., was mostly offset by the impact of maintaining a U.S. valuation allowance that is provided on U.S. deferred tax assets.

For the six months ended March 31, 2023, the Company recognized income tax expense of $6,412 on pretax income of $26,312 The rate of 24.4% differed from the U.S. statutory rate of 21% primarily due to the negative impacts of the mix of earnings between countries, most of which have higher statutory tax rates than the U.S., state income tax expense, residual U.S. tax due to Global Intangible Low Tax Income inclusion, and non-deductible expenses primarily incurred in the U.S., partially offset by a favorable discrete item related to the impact of tax deductions greater than those for financial reporting related to equity compensation

For the six months ended March 31, 2022, the Company recognized income tax expense of $3,869 on pretax income of $17,331. The rate of 22.3% differed from the U.S. statutory rate of 21.0% as the mix of earnings between countries, most of which have higher statutory tax rates than the U.S., was mostly offset by the impact of maintaining a U.S. valuation allowance that is provided on U.S. deferred tax assets.

At March 31, 2023 and 2022, the Company had gross unrecognized tax benefits of $1,850 and $2,071 respectively.

17. Share-Based Compensation

The Company designs equity compensation plans to attract and retain employees while also aligning employees’ interests with the interests of the Company’s shareholders. In addition, non-employee members of the Company’s Board of Directors (the “Board”) participate in equity compensation plans in connection with their service on the Board.

The Company established the Evoqua Water Technologies Corp. Stock Option Plan (the “Stock Option Plan”) on March 6, 2014. The plan allows certain management employees and the Board to purchase shares in the Company. Under the Stock Option Plan, the number of shares available for award was 11,083. As of March 31, 2023, there were approximately 2,177 shares available for future grants, however, the Company does not currently intend to make additional grants under the Stock Option Plan.    

In connection with the IPO, the Board adopted, and the Company’s shareholders approved, the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan (the “Equity Incentive Plan”), under which equity awards may be granted in the form of options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, dividend equivalent rights, share awards, and performance-based awards (including performance share units and performance-based restricted stock).

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As of March 31, 2023, there were approximately 3,559 shares available for grants under the Equity Incentive Plan.

Outstanding option awards vest ratably at 25% per year, and are exercisable on and after vesting. The options granted have a ten-year contractual term.

A summary of the stock option activity, including stock appreciation rights, as of March 31, 2023 is presented below:

(In thousands, except per share amounts)	Options	Weighted Average Exercise Price/Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at September 30, 2022	4,265	$	14.74	5.2 years	$	78,218
Granted	7	42.42
Exercised	(199)	15.95
Forfeited	(7)	24.36
Outstanding at March 31, 2023	4,066	$	14.71	4.7 years	$	142,350
Options exercisable at March 31, 2023	3,589	$	13.40	4.3 years	$	130,334
Options vested and expected to vest at March 31, 2023	4,062	$	14.70	4.7 years	$	142,253

The total intrinsic value of options exercised (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) during the six months ended March 31, 2023 was $5,968.

A summary of the status of the Company's unvested stock options as of and for the six months ended March 31, 2023 is presented below.

(In thousands, except per share amounts)	Shares	Weighted Average Grant Date Fair Value/Share
Unvested at beginning of period	1,042	$	6.82
Granted	7	21.39
Vested	(564)	5.93
Forfeited	(8)	7.95
Unvested at end of period	477	$	8.21

The total fair value of options vested during the six months ended March 31, 2023, was $3,346.

During the six months ended March 31, 2023, the Company granted RSUs and performance share units under the Equity Incentive Plan to certain employees of the Company. The final number of performance share units that may be earned is dependent on the Company’s achievement of performance goals related to cumulative revenue growth dollars and average adjusted EBITDA margin over a three-year measurement period. The maximum payout cannot exceed 250% of the applicable target award, which also considers that the final number of performance share units that may be earned is subject to a relative total stockholder return (“TSR”) modifier. The TSR modifier operates by increasing or decreasing the total number of shares earned by up to 25% based on the Company’s TSR relative to the TSR of the U.S. constituents of the S&P Global Water Index. In order to receive shares earned at the end of the performance period, the recipient must remain employed by the Company or its subsidiaries through the end of the three-year period (except in the event of retirement, death, disability or, in certain circumstances, related to change in control).

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The following is a summary of the RSU activity for the six months ended March 31, 2023.

(In thousands, except per share amounts)	Shares	Weighted Average Grant Date Fair Value/Share
Outstanding at September 30, 2022	980	$	30.18
Granted	312	42.83
Vested	(398)	27.73
Forfeited	(36)	38.64
Outstanding at March 31, 2023	858	$	35.56
Expected to vest at March 31, 2023	827	$	35.35

The following is a summary of the performance share unit activity for the six months ended March 31, 2023, assuming target award level.

(In thousands, except per share amounts)	Shares	Weighted Average Grant Date Fair Value/Share
Unvested at beginning of period	592	$	23.36
Granted	154	43.46
Forfeited	(4)	44.84
Unvested at end of period	742	$	27.42
Expected to vest	701	$	27.17

Expense Measurement and Recognition

The Company recognizes share-based compensation for all currently outstanding awards and, in future periods, will recognize compensation costs for the unvested portion of awards based on grant date fair values. Total share-based compensation expense was $6,884 and $6,068 during the three months ended March 31, 2023 and 2022, respectively, of which $6,004 and $5,386 was non-cash, respectively. Total share-based compensation expense was $13,201 and $11,402 during the six months ended March 31, 2023 and 2022, respectively, of which $12,200 and $10,589 was non-cash, respectively. The unrecognized compensation expense related to stock options, RSUs, and performance share units (measured at a target award level) was $3,289, $25,266 and $13,052, respectively at March 31, 2023, and is expected to be recognized over a weighted average period of 1.4 years, 1.9 years and 1.6 years, respectively. The Company received $4,700 from the exercise of stock options during the six months ended March 31, 2023.

Employee Stock Purchase Plan    

Effective October 1, 2018, the Company implemented an employee stock purchase plan (the “ESPP”) which allows employees to purchase shares of the Company’s stock at 85% of the lower of the fair market value on the first or last business day of the applicable six-month offering period. These purchases are offered twice throughout each fiscal year, and are paid by employees through payroll deductions over the respective six month purchase period, at the end of which the stock is transferred to the employees. On December 21, 2018, the Company registered 11,297 shares of common stock, par value $0.01 per share, of which 5,000 are available for future issuance under the ESPP. During the three months ended March 31, 2023 and 2022, the Company incurred compensation expense of $291 and $198, respectively, in salaries and wages with respect to the ESPP, representing the fair value of the discounted price of the shares. During the six months ended March 31, 2023 and 2022, the Company incurred compensation expense of $607 and $419, respectively. These amounts are included in the total share-based compensation expense above. On October 4, 2022 and April 1, 2023, 62 and 66 shares, respectively, were issued under the ESPP.

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18. Concentration of Credit Risk

The Company’s cash and cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. Accounts receivable are derived from revenue earned from customers located in the U.S. and internationally and generally do not require collateral. The Company’s trade receivables do not represent a significant concentration of credit risk at March 31, 2023 and September 30, 2022 due to the wide variety of customers and markets into which products are sold and their dispersion across geographic areas. The Company does perform ongoing credit evaluations of its customers and maintains an allowance for potential credit losses on trade receivables. As of and for the three and six months ended March 31, 2023 and 2022, no customer accounted for more than 10% of net sales or net accounts receivable.

The Company operates predominantly in nine countries worldwide and provides a wide range of proven product brands and advanced water and wastewater treatment technologies, mobile and emergency water supply solutions, and service contract options through its Integrated Solutions and Services and Applied Product Technologies segments. The Company is a multi-national business but its sales and operations are primarily in the U.S. Sales to unaffiliated customers are transacted with the Company location that maintains the customer relationship.

19. Commitments and Contingencies

Guarantees

From time to time, the Company is required to provide letters of credit, bank guarantees, or surety bonds in support of its commitments and as part of the terms and conditions on water treatment projects.  In addition, the Company is required to provide letters of credit or surety bonds to the Department of Environmental Protection or equivalent in some states in order to maintain its licenses to handle toxic substances at certain of its water treatment facilities.

These financial instruments typically expire after all Company commitments have been met, a period typically ranging from twelve months to ten years, or more in some circumstances.  The letters of credit, bank guarantees, or surety bonds are arranged through major banks or insurance companies. In the case of surety bonds, the Company generally indemnifies the issuer for all costs incurred if a claim is made against the bond. 

The following summarizes the Company’s outstanding letters of credit and surety bonds as of March 31, 2023 and September 30, 2022, respectively.

	March 31, 2023		September 30, 2022
Revolving credit capacity	$	60,000	$	60,000
Letters of credit outstanding	7,416		9,317
Remaining revolving credit capacity	$	52,584	$	50,683
Surety capacity	$	287,173	$	261,959
Surety issuances	179,187		134,037
Remaining surety available	$	107,986	$	127,922

The longest maturity date of letters of credit and surety bonds in effect as of March 31, 2023 was March 20, 2030.

Litigation

From time to time, as a normal incident of the nature and kind of business in which the Company is engaged, various claims or charges are asserted and litigation is commenced against it arising from or related to: product liability; personal injury; trademarks, trade secrets, or other intellectual property; shareholder disputes; labor and employee disputes; commercial or contractual disputes; breach of warranty; or environmental matters. Claimed amounts may be substantial but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. While it is not feasible to predict the outcome of these matters with certainty, and some lawsuits, claims, or

33

proceedings may be disposed or decided unfavorably, the Company does not expect that any asserted or un-asserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on its results of operations, or financial condition.

As previously disclosed, in October 2020, the Company learned that the SEC and the United States Attorney’s Office for the District of Massachusetts (“USAO”) are investigating whether financial misstatements were made in the Company’s public filings and earnings announcements prior to October 2018. In December 2022, the Company received a “Wells Notice” from the staff of the SEC (the “Staff”) relating to the SEC’s investigation. The Wells Notice informed the Company that the Staff had made a preliminary determination to recommend that the SEC file a civil enforcement action against the Company that would allege certain violations of the federal securities laws relating to the reported financial results of the Company during fiscal years 2016, 2017, and 2018, and to the adequacy and accuracy of the Company’s books and records and internal controls over financial reporting for those fiscal years. The allegations arise from revenue recognition practices of the Neptune-Benson business that the Company acquired in fiscal 2016. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Company negotiated a settlement with the SEC under which it neither admits nor denies the SEC’s allegations, and in March 2023 the SEC flied a complaint in the United States District Court for the District of Rhode Island against the Company and a former employee of the Neptune-Benson business, together with a proposed judgment on consent against the Company. The SEC’s complaint against the Company is grounded in negligence-based theories and books and records violations for matters arising from the Neptune-Benson business with respect to fiscal years 2016 to 2018. The proposed final judgment, which is awaiting Court approval, requires the Company to pay a penalty of $8,500 and to undertake various improvements to its internal controls over financial reporting. In accordance with ASC Topic No. 450, Contingencies, the Company recorded a charge of $8,500 in the first quarter of fiscal 2023 for the settlement of the SEC investigation. The Company continues to cooperate with the USAO investigation, which is ongoing. Although the Company is unable to predict the outcome of these ongoing investigations, we currently believe that these matters will not have a material adverse effect on our business, financial condition, results of operations, or prospects. However, no assurance can be given that these matters will be resolved for the amount recorded.

On March 13, 2023, a purported Evoqua stockholder filed an action against Evoqua and the Evoqua Board captioned O’Dell v. Evoqua Water Technologies Corp., et al., No. 23-cv-2122, in the United States District Court for the Southern District of New York (the “O’Dell Action”). The plaintiff in the O’Dell Action alleges that Evoqua and the Evoqua Board violated federal securities laws, including Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated under the Exchange Act, by issuing a materially incomplete and misleading preliminary proxy statement in connection with the Merger. On April 11, 2023, another purported Evoqua stockholder filed an action against Evoqua and the Evoqua Board captioned Bushansky v. Evoqua Water Technologies Corp., et al., No. 23-cv-3042, in the United States District Court for the Southern District of New York (the “Bushansky Action”), and on April 20, 2023, a third purported Evoqua stockholder filed an action against Evoqua and the Evoqua Board captioned Morgan v. Evoqua Water Technologies Corp., et al., No. 23-cv-431, in the United States District Court for the District of Delaware (the “Morgan Action” and together with the O’Dell Action and the Bushansky Action, the “Actions”). The plaintiffs in the Bushansky Action and the Morgan Action allege that Evoqua and the Evoqua Board violated federal securities laws, including Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated under the Exchange Act, by issuing a materially incomplete and misleading definitive proxy statement in connection with the Merger. The plaintiffs in each of the Actions seek, among other things, to enjoin the transactions contemplated by the Merger Agreement and an award of attorneys’ and expert fees and expenses. Xylem and Evoqua believe that the allegations in the Actions are without merit. Additional lawsuits arising out of the Merger may also be filed in the future.

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20. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:

	March 31, 2023		September 30, 2022
Salaries, wages, and other benefits	$	48,906	$	83,618
Obligation under operating leases	16,082		14,932
Obligation under finance leases	13,502		12,875
Provisions for litigation	12,875		2,375
Third party commissions	10,001		10,341
Deferred revenue	9,287		9,692
Taxes, other than income	6,631		5,594
Insurance liabilities	3,192		3,456
Severance payments	963		658
Fair value of liability derivatives	681		1,511
Other	30,990		33,220
	$	153,110	$	178,272

21. Business Segments

The Company’s reportable operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. The key factors used to identify these reportable operating segments are the organization and alignment of the Company’s internal operations, the nature of the products and services, and customer type.

The Company has two reportable operating segments, Integrated Solutions and Services and Applied Product Technologies. The business segments are described as follows: Integrated Solutions and Services is a group entirely focused on engaging directly with end users through direct sales with a market vertical focus. Integrated Solutions and Services provides tailored services and solutions in collaboration with the customers backed by life‑cycle services including on‑demand water, outsourced water, recycle / reuse, and emergency response service alternatives to improve operational reliability, performance, and environmental compliance. Key offerings within this segment also include equipment systems for industrial needs (influent water, boiler feed water, ultrahigh purity, process water, wastewater treatment, and recycle / reuse), full-scale outsourcing of operations and maintenance, and municipal services, including odor and corrosion control services. Applied Product Technologies is focused on developing product platforms to be sold primarily through third party channels. This segment primarily engages in indirect sales through independent sales representatives, distributors, and aftermarket channels. Applied Product Technologies provides a range of highly differentiated and scalable products and technologies specified by global water treatment designers, original equipment manufacturers (“OEMs”), engineering firms, and integrators. Key offerings within this segment include filtration and separation, disinfection, wastewater solutions, anode and electrochlorination technology, and aquatics technologies and solutions for the global recreational and commercial pool market.

Corporate activities include general corporate expenses, elimination of inter-segment transactions, interest income and expense, and certain other charges. Certain other charges may include restructuring and other business transformation charges that have been undertaken to align and reposition the Company to the current reporting structure, acquisition related costs (including transaction costs and certain integration costs), and share-based compensation charges. 

Since certain administrative and other operating expenses and other items have not been allocated to business segments, the results in the below table are not necessarily a measure computed in accordance with generally accepted accounting principles and may not be comparable to other companies.

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Reportable operating segment revenue and operating profit for the three and six months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Total revenue
Integrated Solutions and Services	$	334,838	$	304,499	$	646,102	$	558,075
Applied Product Technologies	174,833		154,861		325,171		297,358
Total revenue	509,671		459,360		971,273		855,433
Intersegment revenue
Integrated Solutions and Services	5,939		9,659		11,777		18,189
Applied Product Technologies	25,935		22,973		45,853		44,248
Total intersegment revenue	31,874		32,632		57,630		62,437
Revenue to external customers
Integrated Solutions and Services	328,899		294,840		634,325		539,886
Applied Product Technologies	148,898		131,888		279,318		253,110
Total revenue	$	477,797	$	426,728	$	913,643	$	792,996
Operating profit (loss)
Integrated Solutions and Services	$	43,127	$	38,105	$	85,835	$	73,405
Applied Product Technologies	28,564		22,993		49,579		40,820
Corporate	(48,234)		(41,526)		(88,725)		(80,365)
Total operating profit	23,457		19,572		46,689		33,860
Interest expense	(10,303)		(9,950)		(20,377)		(16,529)
Income before income taxes	13,154		9,622		26,312		17,331
Income tax expense	(2,522)		(2,248)		(6,412)		(3,869)
Net income	$	10,632	$	7,374	$	19,900	$	13,462

	March 31, 2023		September 30, 2022
Assets
Integrated Solutions and Services	$	1,088,689	$	1,123,166
Applied Product Technologies	669,179		653,244
Corporate	451,702		414,453
Total assets	$	2,209,570	$	2,190,863

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22. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings from continuing operations per common share (in thousands, except per share amounts):

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Numerator:
Numerator for basic and diluted earnings per common share—Net income attributable to Evoqua Water Technologies Corp.	$	10,632	$	7,330	$	19,900	$	13,317
Denominator:
Denominator for basic net income per common share—weighted average shares	122,212		120,942		122,028		120,785
Effect of dilutive securities:
Share‑based compensation	3,583		4,012		3,479		4,145
Denominator for diluted net income per common share—adjusted weighted average shares	125,795		124,954		125,507		124,930
Basic earnings attributable to Evoqua Water Technologies Corp. per common share	$	0.09	$	0.06	$	0.16	$	0.11
Diluted earnings attributable to Evoqua Water Technologies Corp. per common share	$	0.08	$	0.06	$	0.16	$	0.11

Because of their anti-dilutive effect, 272 and 606 common share equivalents, comprised of employee stock options, have been excluded from the diluted EPS calculation for the three months ended March 31, 2023 and 2022, respectively, and 493 and 465 for the six months ended March 31, 2023 and 2022, respectively.

23. Subsequent Events

In connection with the pending Merger with Xylem, the Company shortened the duration of the ESPP offering period that commenced on April 1, 2023. The Company accelerated the end date of that offering period from September 30, 2023 to May 1, 2023.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with the Unaudited Consolidated Financial Statements, including the notes, included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Report”), and with our audited consolidated financial statements and the related notes thereto in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as filed with the SEC on November 16, 2022 (the “2022 Annual Report”). You should review the disclosures in Part I, Item 1A, “Risk Factors” in the 2022 Annual Report, Part II, Item 1A, “Risk Factors” in this Report, and any cautionary language in this Report, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Unless otherwise indicated or the context otherwise requires, all references to “the Company,” “Evoqua,” “Evoqua Water Technologies Corp.,” “we,” “us,” “our” and similar terms refer to Evoqua Water Technologies Corp., together with its consolidated subsidiaries. Unless otherwise specified, all dollar amounts in this section are referred to in millions.

Overview

We are a leading provider of mission-critical water and wastewater treatment solutions, offering a broad portfolio of products, services, and expertise to support customers across various end markets. We are headquartered in Pittsburgh, Pennsylvania, with locations across nine countries. We have a comprehensive portfolio of differentiated, proprietary technologies offered under market‑leading and well‑established brands. Our core technologies are primarily focused on removing impurities from water, rather than neutralizing them through the addition of chemicals.

Our solutions are designed to provide our customers with the quantity and quality of water necessary to meet their unique specifications. We enable our customers to achieve lower costs through greater uptime, throughput and efficiency in their operations while supporting their regulatory compliance and environmental requirements. We deliver and maintain these mission critical solutions through our extensive North American service network, and we sell our products and technologies internationally through direct and indirect sales channels. We have worked to protect water, the environment, and our employees for more than 100 years. As a result, we have earned a reputation for quality, safety, and reliability around the world. Our employees are united by a common purpose: Transforming Water. Enriching Life.®

Our vision “to be the world’s first choice for water solutions” and our values of “integrity, customers, sustainable, and performance” foster a culture that is focused on establishing a workforce that is enabled, empowered, and accountable, creating a highly dynamic work environment.

We serve our customers through the following two reportable segments:

•Integrated Solutions and Services segment, which provides application-specific solutions and full lifecycle services for critical water and wastewater applications across numerous end markets, including outsourced water service contracts, capital systems, and related recurring aftermarket services, parts and consumables, and emergency services to enable recycle and reuse, improve operational reliability and performance, and promote environmental compliance; and

•Applied Product Technologies segment, which provides highly differentiated and scalable water and wastewater products and technologies as stand-alone offerings or components in integrated solutions to a diverse set of system integrators and end-users globally.

Our segments draw from the same reservoir of leading technologies, shared manufacturing infrastructure, common business processes, and corporate philosophies. The key factors used to identify these reportable operating segments are the organization and alignment of our internal operations, the nature of the products and services and customer type.

Proposed Merger with Xylem Inc.

On January 22, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Xylem Inc., an Indiana corporation (“Xylem”), and Fore Merger Sub, Inc., a Delaware corporation and a direct, wholly

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owned subsidiary of Xylem (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a direct, wholly owned subsidiary of Xylem (the “Merger”).

At the effective time of the Merger (the “Effective Time”) and upon consummation of the Merger, subject to the terms and conditions set forth in the Merger Agreement, each share of the common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than treasury shares held by the Company and shares of the Company’s common stock owned, directly or indirectly, by Xylem or Merger Sub) will be converted into and become exchangeable for 0.48 shares of common stock, par value $0.01 per share, of Xylem (the “Xylem Shares”) to be issued by Xylem as consideration for the Merger. Cash will be issued in lieu of fractional shares. Upon the closing of the Merger, legacy Company stockholders will own approximately 25% and legacy Xylem shareholders will own approximately 75% of the combined company.

The consummation of the Merger is subject to the satisfaction or waiver of certain customary mutual conditions, including (a) the receipt of the required approvals from the Company’s stockholders and Xylem’s shareholders at meetings currently scheduled for May 11, 2023, (b) receipt of required regulatory approvals under antitrust and foreign investment laws in applicable jurisdictions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act (collectively, “Regulatory Clearances”) (at 11:59 p.m. Eastern Time on March 6, 2023, the 30-day Hart-Scott-Rodino waiting period expired without issuance of a Request for Additional Information and Documentary Material), (c) the absence of any temporary or permanent order, injunction, law or other legal restraint prohibiting or making illegal the consummation of the Merger, (d) the Xylem Shares issuable to the stockholders of the Company in connection with the Merger having been approved for listing on the New York Stock Exchange, subject to official notice of issuance, and (e) Xylem’s registration statement on Form S-4 having been declared effective under the Securities Act of 1933 (the registration statement was declared effective by the SEC on April 6, 2023). The obligation of each party to consummate the Merger is also conditioned upon (a) the accuracy of the representations and warranties of the other party as of the date of the Merger Agreement and as of the closing (subject to customary materiality qualifiers) and (b) compliance by the other party in all material respects with its respective pre-closing obligations under the Merger Agreement. Subject to the satisfaction or waiver of the conditions to the closing, the Merger is expected to close in mid-2023.

The Merger Agreement contains certain termination rights that may be exercised by either the Company or Xylem. In certain of those cases, we may be required to pay Xylem a termination fee of $225.0 million.

In connection with the Merger, the Company recognized costs of $10.0 million and $10.2 million for the three and six months ended March 31, 2023, respectively, included in General and administrative expenses in the Unaudited Consolidated Statements of Operations. These costs primarily relate to legal and consulting fees incurred in connection with the Merger.

For further information on the Merger Agreement, refer to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on January 23, 2023.

Other Recent Developments, Key Factors and Trends Affecting Our Business and Financial Statements

Our 2022 Annual Report includes a discussion of various key factors and trends that we believe have affected or may affect our operating results. The following discussion highlights recent developments, as well as significant changes in these key factors and trends.

Macroeconomic conditions. Material, freight, and labor inflation resulted in increased costs in the second quarter of fiscal 2023. Although we have offset a portion of these increased costs through price increases and operational efficiencies to date, there can be no assurance that we will be able to offset all or any portion of these increased costs in future periods. If we are unable to manage commodity fluctuations through pricing actions, cost savings projects, and sourcing decisions as well as through consistent productivity improvements, it may adversely impact our gross profit and gross margin in future periods. Additionally, supply chain disruptions and labor shortages have restricted and could further restrict availability of certain commodities and materials, which may result in delays in our execution of projects in fiscal 2023 and negatively impact revenues. We have increased inventory levels to meet current order demand. Tight labor markets have resulted in longer times to fill open positions and labor inflation. Continued delays in filling open positions, particularly among our service technician population, could impact our ability to provide timely service to our

39

customers. Although these factors did not have a material adverse effect on our results of operations for the six months ended March 31, 2023, if sustained, they could have a material adverse effect on our results of operations going forward.

In an effort to combat inflation, central banks began raising interest rates in the latter half of fiscal 2022, and interest rates are expected to continue to increase throughout the remainder of fiscal 2023. We do not believe that our exposure to rising interest rates in the near term will have a material impact on our business, financial condition, results of operations, or prospects, but if sustained over longer periods, this could have a material adverse effect on our results of operations. We plan to continue to evaluate aspects of our spending, including capital expenditures, discretionary spending, and strategic investments in the remainder of fiscal 2023.

Russia-Ukraine war. We have no operations in Russia or Ukraine, and our sales into these regions are minimal. However, the conflict in Ukraine has exacerbated the material inflation and availability challenges described above, particularly with respect to the impact it has had on energy and fuel prices and the price of steel and other precious metals that we procure in our supply chain. Although these factors did not have a material adverse effect on our results of operations for the six months ended March 31, 2023, we expect the inflationary impact on energy, fuel and steel prices to continue throughout the remainder of fiscal 2023. If these factors are sustained, or if the duration of the conflict is extended or the conflict spreads into a larger geographic portion of Europe, our results of operations in future periods could be materially and adversely impacted.

Acquisitions and divestitures. During the six months ended March 31, 2023, we paid cash of $38 thousand as a result of net working capital adjustments related to the acquisition of Epicor, Inc. that we completed in fiscal 2022, and we received cash of $1.8 million as a result of net working capital adjustments related to the acquisition of the Mar Cor Business that we completed in fiscal 2022, and $12.3 million of cash was released from escrow to the Company related to the Earn Out asset.

On March 31, 2023, the Company completed its divestiture of its blood filter and water filter product lines that are sold into renal and other medical applications (the “Filtration Business”) to Medica USA Inc., a subsidiary of Medica S.p.A. (“Medica”), for $67 thousand in cash at closing, resulting in a loss on sale of $2.9 million, which is included in Other operating expense on the Consolidated Statements of Operations. The Filtration Business was included in the Integrated Solutions and Services segment and was determined by management not to be core to the Company’s long-term business strategy or operations. The Company entered into a supply agreement with Medica under which the Company will purchase water filters used by its customers in the Company’s dialysis water systems.

On February 28, 2023, the Company completed its acquisition of the Texas-based industrial water service business accounts and deionization and carbon tank assets of Kemco Systems (“Kemco”) for $900 thousand in cash at closing. This acquisition expands the Company’s service and aftermarket business in the Texas market while strengthening the Company’s ability to better support and service its industrial customers in the region. The acquired business is included within the Integrated Solutions and Services segment.

On February 14, 2023, the Company entered into a definitive agreement to divest its carbon reactivation and slurry operations (the “Carbon Business”) to Desotec US LLC, a subsidiary of Desotec N.V. As of March 31, 2023, the transaction had not closed and is expected to close in the third quarter of fiscal 2023. Gross proceeds upon closing of the transaction are anticipated to be $100.0 million and the Company expects to record a gain on sale. The assets and liabilities of the Carbon Business met the accounting criteria to be classified as held for sale on the Consolidated Balance Sheets at March 31, 2023. The sale of the Carbon Business will allow the Company to focus on its core service business, which includes carbon services and the sale of high-quality activated carbon. At the closing of the transaction, the Company will enter into a supply agreement with Desotec under which the Company will purchase reactivated carbon to continue to service its customers. The Carbon Business is included in the Integrated Solutions and Services segment.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our consolidated business are revenue, gross profit, gross margin, and net income (loss). Management utilizes these financial measures prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) when reviewing the Company’s performance and making financial, operational, and strategic decisions, and believes they are useful metrics for investors that help with performance comparability period over period. In addition, we consider certain non-GAAP financial measures such as EBITDA and adjusted EBITDA, as described more fully below. We evaluate our business segments’ operating results based on revenue, income from operations (“operating profit”), and adjusted EBITDA on a segment basis. We believe

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these financial measures are helpful in understanding and evaluating the segments’ core operating results and facilitates comparison of our performance on a consistent basis period over period.

Revenue

Our revenue is a function of sales volumes and selling prices. We report revenue by segment and by source which includes revenue from product sales (capital and aftermarket) and revenue from service. Revenue is used by management to evaluate the performance of our business. Revenue growth is primarily related to organic and inorganic factors. Organic revenue growth, as a component of revenue growth, is defined as period over period revenue growth without (i) the impact from acquisitions and divestitures during the first 12 months following the closing of the acquisition or divestiture, which we refer to as inorganic impact, and (ii) the impact of foreign currency translation. Divestitures include sales of insignificant portions of our business that did not meet the criteria for classification as a discontinued operation. We disregard the effect of foreign currency translation from organic revenue growth because foreign currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends. The effect of acquisitions and divestitures during the first 12 months following the closing of the acquisition or divestiture are disregarded because they can obscure underlying business trends and make comparisons of long-term performance difficult between the Company and its peers due to the varying nature, size, and number of transactions from period to period.

EBITDA and Adjusted EBITDA

EBITDA, which is a non-GAAP financial measure, is defined as net income (loss) before interest expense, income tax benefit (expense), and depreciation and amortization. Adjusted EBITDA, which is a non-GAAP financial measure, is one of the primary metrics used by management to evaluate the strength and financial performance of our core business. Adjusted EBITDA is defined as net income (loss) before interest expense, income tax benefit (expense), and depreciation and amortization, adjusted for the impact of certain other items, including restructuring and related business transformation costs, share-based compensation, transaction costs, and other gains, losses, and expenses that we believe do not directly reflect our underlying business operations. We present adjusted EBITDA because we believe it is frequently used by analysts, investors, and other interested parties to evaluate and compare operating performance and value companies within our industry. Further, we believe it is helpful in highlighting trends in our operating results and provides greater clarity and comparability period over period to management and our investors regarding the operational impact of long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. In addition, adjusted EBITDA highlights true business performance by removing the impact of certain items that management believes do not directly reflect our underlying operations and provides investors with greater visibility into the ongoing drivers of our business performance.

Management uses adjusted EBITDA to supplement GAAP measures of performance as follows:

•to assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance;

•in our management incentive compensation, which is based in part on components of adjusted EBITDA;

•in certain calculations under our senior secured credit facilities, which use components of adjusted EBITDA;

•to evaluate the effectiveness of our business strategies;

•to make budgeting decisions; and

•to compare our performance against that of other peer companies using similar measures.

In addition to the above, our chief operating decision maker uses adjusted EBITDA of each reportable operating segment as a supplement to segment operating profit and segment revenue to evaluate the operating performance of such segments. Adjusted EBITDA on a segment basis is defined as earnings before depreciation and amortization, adjusted for the impact of certain other items that have been reflected at the segment level. Adjusted EBITDA of the reportable operating segments do not include certain charges that are presented within corporate activities. These charges include certain restructuring and other business transformation charges that have been incurred to align and reposition the

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Company to the current reporting structure, acquisition related costs (including transaction costs and integration costs) and share-based compensation charges.

EBITDA and adjusted EBITDA should not be considered substitutes for, or superior to, financial measures prepared in accordance with GAAP. The financial results prepared in accordance with GAAP and the reconciliations from these results should be carefully evaluated. See “Non-GAAP Reconciliations” in this Item 2 for a reconciliation of EBITDA and adjusted EBITDA to net income. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. In addition, in evaluating adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of adjusted EBITDA. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, other companies in our industry or across different industries may calculate adjusted EBITDA differently.

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Results of Operations

The following table summarizes key components of our results of operations for the periods indicated:

	Three Months Ended March 31,
	2023				2022
(In millions, except per share amounts)			% of Revenue				% of Revenue		% Variance
Revenue from product sales and services	$	477.8	100.0	%	$	426.7	100.0	%	12.0		%
Gross profit	$	151.9	31.8	%	$	128.9	30.2	%	17.8		%
Total operating expenses	$	(125.6)	(26.3)	%	$	(110.6)	(25.9)	%	13.6		%
Other operating (expense) income, net	$	(2.9)	(0.6)	%	$	1.3	0.3	%	(323.1)		%
Interest expense	$	(10.3)	(2.2)	%	$	(10.0)	(2.3)	%	3.0		%
Income before income taxes	$	13.1	2.7	%	$	9.6	2.2	%	36.5		%
Income tax expense	$	(2.5)	(0.5)	%	$	(2.2)	(0.5)	%	13.6		%
Net income	$	10.6	2.2	%	$	7.4	1.7	%	43.2		%
Net income attributable to non‑controlling interest	$	—	—	%	$	0.1	—	%	$	—
Net income attributable to Evoqua Water Technologies Corp.	$	10.6	2.2	%	$	7.3	1.7	%	45.2		%
Weighted average shares outstanding
Basic	122.2				120.9
Diluted	125.8				125.0
Earnings per share
Basic	$	0.09			$	0.06
Diluted	$	0.08			$	0.06
Other financial data:
Adjusted EBITDA(1)	$	88.5	18.5	%	$	73.2	17.2	%	20.9		%
	Six Months Ended March 31,
	2023				2022
(In millions, except per share amounts)			% of Revenue				% of Revenue		% Variance
Revenue from product sales and services	$	913.6	100.0	%	$	793.0	100.0	%	15.2		%
Gross profit	$	282.2	30.9	%	$	239.4	30.2	%	17.9		%
Total operating expenses	$	(233.9)	(25.6)	%	$	(208.3)	(26.3)	%	12.3		%
Other operating (expense) income, net	$	(1.6)	(0.2)	%	$	2.8	0.4	%	(157.1)		%
Interest expense	$	(20.4)	(2.2)	%	$	(16.5)	(2.1)	%	23.6		%
Income before income taxes	$	26.3	2.9	%	$	17.4	2.2	%	51.1		%
Income tax expense	$	(6.4)	(0.7)	%	$	(3.9)	(0.5)	%	64.1		%
Net income	$	19.9	2.2	%	$	13.5	1.7	%	47.4		%
Net income attributable to non‑controlling interest	$	—	—	%	$	0.2	—	%	(100.0)		%
Net income attributable to Evoqua Water Technologies Corp.	$	19.9	2.2	%	$	13.3	1.7	%	49.6		%
Weighted average shares outstanding
Basic	122.0				120.8
Diluted	125.5				124.9
Earnings per share
Basic	$	0.16			$	0.11
Diluted	$	0.16			$	0.11
Other financial data:
Adjusted EBITDA(1)	$	161.2	17.6	%	$	127.5	16.1	%	26.4		%

43

(1)Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation to net income, its most directly comparable financial measure presented in accordance with GAAP, see “Non-GAAP Reconciliations” in Item 2 of this Report.

Consolidated Results for the Three Months Ended March 31, 2023 and 2022

Revenue-Revenue increased $51.1 million, or 12.0%, to $477.8 million in the three months ended March 31, 2023, from $426.7 million in the three months ended March 31, 2022. Revenue from product sales increased $32.9 million, or 12.7%, to $292.7 million in the three months ended March 31, 2023, from $259.8 million in the three months ended March 31, 2022. Revenue from services increased $18.2 million, or 10.9%, to $185.1 million in the three months ended March 31, 2023, from $166.9 million in the three months ended March 31, 2022.

The following tables provide the change in revenue by offering and by the components that contributed to revenue growth during the three months ended March 31, 2023 and 2022:

	Three Months Ended March 31,
	2023				2022				$ Variance		% Variance
(In millions)			% of Revenue				% of Revenue
Revenue from product sales:	$	292.7	61.3	%	$	259.8	60.9	%	$	32.9	12.7	%
Capital	187.2		39.2	%	162.5		38.1	%	24.7		15.2	%
Aftermarket	105.5		22.1	%	97.3		22.8	%	8.2		8.4	%
Revenue from services	185.1		38.7	%	166.9		39.1	%	18.2		10.9	%
	$	477.8	100.0	%	$	426.7	100.0	%	$	51.1	12.0	%

(In millions)	$ Change		% Change
Three months ended March 31, 2022 total revenue	$	426.7	n/a
Organic	49.6		11.6	%
Inorganic	5.3		1.2	%
Foreign currency translation	(3.8)		(0.8)	%
Three months ended March 31, 2023 total revenue	$	477.8	12.0	%

The increase in organic revenue was driven by favorable price realization and higher volume, which contributed to growth across most regions and product lines.

Revenue in future periods could be negatively impacted by commodity and material availability constraints caused by global supply chain disruptions, skilled labor shortages, and the timing of projects.

Cost of sales and gross margin-Total gross margin increased to 31.8% in the three months ended March 31, 2023, from 30.2% in the three months ended March 31, 2022.

The following table provides the change in cost of product sales and cost of services, respectively, along with related gross margins:

	Three Months Ended March 31,
	2023				2022
(In millions)			Gross Margin				Gross Margin
Cost of product sales	$	(203.1)	30.6	%	$	(185.3)	28.7	%
Cost of services	(122.8)		33.7	%	(112.5)		32.6	%
	$	(325.9)	31.8	%	$	(297.8)	30.2	%

Gross margin from product sales increased by 190 basis points (“bps”) to 30.6% in the three months ended March 31, 2023, from 28.7% in the three months ended March 31, 2022. This increase was driven by positive price realization,

44

favorable volume across most regions and end markets, as well as sales mix, which was partially offset by labor, material, and freight inflation.

Gross margin from services increased by 110 bps to 33.7% in the three months ended March 31, 2023, from 32.6% in the three months ended March 31, 2022. This increase was driven by favorable price realization, partially offset by material and labor inflation as well as field service productivity variances.

We expect continued pressure on gross margin in future periods due to material, freight and labor inflation. Although we expect to continue to offset increasing costs with positive price realization, there can be no assurance that we will be able to do so.

Operating expenses-Operating expenses increased $15.0 million, or 13.6%, to $125.6 million in the three months ended March 31, 2023, from $110.6 million in the three months ended March 31, 2022. Operating expenses are comprised of the following:

	Three Months Ended March 31,
	2023				2022
(In millions)			% of Revenue				% of Revenue		% Variance
General and administrative expense	$	(77.8)	(16.3)	%	$	(67.0)	(15.7)	%	16.1	%
Sales and marketing expense	(43.2)		(9.0)	%	(39.8)		(9.3)	%	8.5	%
Research and development expense	(4.6)		(1.0)	%	(3.8)		(0.9)	%	21.1	%
Total operating expenses	$	(125.6)	(26.3)	%	$	(110.6)	(25.9)	%	13.6	%

The increase period over period in operating expenses was primarily due to an increase in external legal fees and other consulting fees, as well as employee related costs and travel. These increases were partially offset by foreign currency translation gains in the current period, compared to foreign currency translation losses in the prior period, most of which is related to intercompany loans, and lower amortization in the current period.

Fluctuations in foreign currency translation and inflation could impact operating expenses in future periods.

Other operating expense, net-Other operating expense, net, decreased $4.2 million to expense of $2.9 million in the three months ended March 31, 2023, from income of $1.3 million in the three months ended March 31, 2022. This decrease was primarily driven by a loss on sale of the Filtration Business of $2.9 million and impairment of certain long-lived assets related to product rationalization in the electro-chlorination business of $1.7 million. These losses were partially offset by gains on the disposal of fixed assets. The prior year period included income from the disposal of fixed assets and precious metal sales, and a refund of certain taxes paid from the Chinese government.

Interest expense-Interest expense increased $0.3 million, or 3.0%, to $10.3 million in the three months ended March 31, 2023, from $10.0 million in the three months ended March 31, 2022. The increase in interest expense was primarily driven by an increase in LIBOR year over year.

Income tax expense-Income tax expense increased to $2.5 million in the three months ended March 31, 2023, as compared to income tax expense of $2.2 million in the three months ended March 31, 2022. The increase in tax expense was primarily due to higher projected annual effective tax rates as well as higher projected U.S. income, which is no longer offset by maintaining a valuation allowance against U.S. deferred tax assets. This increase was mostly offset by a favorable discrete item related to the impact of tax deductions greater than those for financial reporting related to equity compensation.

Net income-Net income increased $3.2 million, or 43.2%, to $10.6 million in the three months ended March 31, 2023, from $7.4 million in the three months ended March 31, 2022, as a result of the variances noted above.

Adjusted EBITDA-Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA for the three months ended March 31, 2023 increased by $15.3 million, or 20.9%, to $88.5 million, as compared to $73.2 million for the three months ended March 31, 2022, primarily driven by favorable price realization, mix, and sales volume, which was partially offset by inflationary costs. See “Non-GAAP Reconciliations” in Item 2 of this Report for a reconciliation of adjusted EBITDA.

45

Segment Results

	Three Months Ended March 31,
	2023				2022
(In millions)			% of Total				% of Total		% Variance
Revenue
Integrated Solutions and Services	$	328.9	68.8	%	$	294.8	69.1	%	11.6	%
Applied Product Technologies	148.9		31.2	%	131.9		30.9	%	12.9	%
Total Consolidated	$	477.8	100.0	%	$	426.7	100.0	%	12.0	%
Operating profit (loss)
Integrated Solutions and Services	$	43.1	184.2	%	$	38.1	194.4	%	13.1	%
Applied Product Technologies	28.6		122.2	%	23.0		117.3	%	24.3	%
Corporate	(48.3)		(206.4)	%	(41.5)		(211.7)	%	16.4	%
Total Consolidated	$	23.4	100.0	%	$	19.6	100.0	%	19.4	%
Adjusted EBITDA(1)
Integrated Solutions and Services	$	75.9	85.8	%	$	63.8	87.2	%	19.0	%
Applied Product Technologies	33.0		37.3	%	27.3		37.3	%	20.9	%
Corporate	(20.4)		(23.1)	%	(17.9)		(24.5)	%	14.0	%
Total Consolidated	$	88.5	100.0	%	$	73.2	100.0	%	20.9	%

(1)Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation to segment operating profit (loss), its most directly comparable financial measure presented in accordance with GAAP, see “Non-GAAP Reconciliations” in Item 2 of this Report.

Integrated Solutions and Services

Revenue in the Integrated Solutions and Services segment increased $34.1 million, or 11.6%, to $328.9 million in the three months ended March 31, 2023, from $294.8 million in the three months ended March 31, 2022.

The following tables provide the change in revenue by offering and by the components that contributed to revenue growth during the three months ended March 31, 2023 and 2022 for the Integrated Solutions and Services segment:

	Three Months Ended March 31,
	2023				2022				$ Variance		% Variance
(In millions)			% of Revenue				% of Revenue
Revenue from product sales:	$	148.6	45.2	%	$	133.0	45.1	%	$	15.6	11.7	%
Capital	87.8		26.7	%	70.7		24.0	%	17.1		24.2	%
Aftermarket	60.8		18.5	%	62.3		21.1	%	(1.5)		(2.4)	%
Revenue from services	180.3		54.8	%	161.8		54.9	%	18.5		11.4	%
	$	328.9	100.0	%	$	294.8	100.0	%	$	34.1	11.6	%

(In millions)	$ Change		% Change
Three months ended March 31, 2022 total revenue	$	294.8	n/a
Organic	29.6		10.0	%
Inorganic	5.3		1.8	%
Foreign currency translation	(0.8)		(0.2)	%
Three months ended March 31, 2023 total revenue	$	328.9	11.6	%

The increase in organic revenue was primarily driven by favorable price realization related to service revenue across most end markets. Organic revenue growth also benefited from increased volume, particularly as it relates to service and capital revenue. These increases were slightly offset by a decline in aftermarket volume.

46

Operating profit in the Integrated Solutions and Services segment increased $5.0 million, or 13.1%, to $43.1 million in the three months ended March 31, 2023, from $38.1 million in the three months ended March 31, 2022.

Operating profit was favorably impacted primarily by increased revenue, which was partially offset by operational variances. Increased revenue was attributable to price realization, sales volume, and mix. Operational variances were driven by material, labor, and freight inflation and availability, and productivity variances.

Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA in the Integrated Solutions and Services segment increased $12.1 million, or 19.0%, to $75.9 million in the three months ended March 31, 2023, compared to $63.8 million in the three months ended March 31, 2022. The increase was driven by the same factors that impacted operating profit, other than the change in depreciation and amortization, and also excludes restructuring and other non-recurring activity. See “Non-GAAP Reconciliations” in Item 2 of this Report for a reconciliation of adjusted EBITDA.

Applied Product Technologies

Revenue in the Applied Product Technologies segment increased $17.0 million, or 12.9%, to $148.9 million in the three months ended March 31, 2023, from $131.9 million in the three months ended March 31, 2022.

The following tables provide the change in revenue by offering and by the components that contributed to revenue growth during the three months ended March 31, 2023 and 2022 for the Applied Product Technologies segment:

	Three Months Ended March 31,
	2023				2022				$ Variance		% Variance
(In millions)			% of Revenue				% of Revenue
Revenue from product sales:	$	144.1	96.8	%	$	126.8	96.1	%	$	17.3	13.6	%
Capital	99.4		66.8	%	91.8		69.6	%	7.6		8.3	%
Aftermarket	44.7		30.0	%	35.0		26.5	%	9.7		27.7	%
Revenue from services	4.8		3.2	%	5.1		3.9	%	(0.3)		(5.9)	%
	$	148.9	100.0	%	$	131.9	100.0	%	$	17.0	12.9	%

(In millions)	$ Change		% Change
Three months ended March 31, 2022 total revenue	$	131.9	n/a
Organic	20.0		15.2	%
Inorganic	—		—	%
Foreign currency translation	(3.0)		(2.3)	%
Three months ended March 31, 2022 total revenue	$	148.9	12.9	%

47

The increase in organic revenue was driven by strong sales volume and price realization across all regions and end markets. The strongest growth came in the North America region driven by aquatics and municipal end markets.

Operating profit in the Applied Product Technologies segment increased $5.6 million, or 24.3%, to $28.6 million in the three months ended March 31, 2023, from $23.0 million in the three months ended March 31, 2022.

Operating profit was favorably impacted by increased revenue, which was partially offset by operational variances. Increased revenue was attributable to sales volume, price realization, and sales mix across most regions and product lines. Operational variances were driven by labor and material inflation and availability.

Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA in the Applied Product Technologies segment increased $5.7 million, or 20.9%, to $33.0 million in the three months ended March 31, 2023, compared to $27.3 million in the three months ended March 31, 2022. The increase was driven by the same factors that impacted operating profit, other than the change in depreciation and amortization, and also excludes restructuring and other non-recurring activity. See “Non-GAAP Reconciliations” in Item 2 of this Report for a reconciliation of adjusted EBITDA.

Corporate

Operating loss in Corporate increased $6.8 million, or 16.4%, to $48.3 million in the three months ended March 31, 2023, from $41.5 million in the three months ended March 31, 2022. The increase was primarily due to higher legal expenses associated with various matters and pending transactions, increased third party consulting fees and the impairment of certain long-lived assets related to product rationalization in the electro-chlorination business of $1.7 million in the current year period. These increased costs were partially offset by foreign currency translation gains in the current period, compared to foreign currency translation losses in the prior period, most of which is related to intercompany loans.

Consolidated Results for the Six Months Ended March 31, 2023 and 2022

Revenue-Revenue increased $120.6 million, or 15.2%, to $913.6 million in the six months ended March 31, 2023, from $793.0 million in the six months ended March 31, 2022. Revenue from product sales increased $80.7 million, or 17.1%, to $553.0 million in the six months ended March 31, 2023, from $472.3 million in the six months ended March 31, 2022. Revenue from services increased $39.9 million, or 12.4%, to $360.6 million in the six months ended March 31, 2023, from $320.7 million in the six months ended March 31, 2022.

48

The following tables provide the change in revenue by offering and the change in revenue by driver during the six months ended March 31, 2023 and 2022:

	Six Months Ended March 31,
	2023				2022				$ Variance		% Variance
(In millions)			% of Revenue				% of Revenue
Revenue from product sales:	$	553.0	60.5	%	$	472.3	59.6	%	$	80.7	17.1	%
Capital	$	352.9	38.6	%	$	313.5	39.5	%	$	39.4	12.6	%
Aftermarket	200.1		21.9	%	158.8		20.0	%	41.3		26.0	%
Revenue from services	360.6		39.5	%	320.7		40.4	%	39.9		12.4	%
	$	913.6	100.0	%	$	793.0	100.0	%	$	120.6	15.2	%

(In millions)	$ Change		% Change
Six Months Ended March 31, 2022 total revenue	$	793.0	n/a
Organic	82.8		10.4	%
Inorganic	$	48.2	6.1	%
Foreign currency translation	(10.4)		(1.3)	%
Six Months Ended March 31, 2023 total revenue	$	913.6	15.2	%

The increase in organic revenue was driven by favorable price realization and higher sales volume across most product lines and regions.

Cost of sales and gross margin-Total gross margin increased to 30.9% in the six months ended March 31, 2023, from 30.2% in the six months ended March 31, 2022.

The following table provides the change in cost of product sales and cost of services, respectively, along with related gross margins:

	Six Months Ended March 31,
	2023				2022
(In millions)			Gross Margin				Gross Margin
Cost of product sales	$	(388.1)	29.8	%	$	(339.1)	28.2	%
Cost of services	(243.3)		32.5	%	(214.5)		33.1	%
	$	(631.4)	30.9	%	$	(553.6)	30.2	%

Gross margin from product sales increased by 160 bps to 29.8% in the six months ended March 31, 2023, from 28.2% in the six months ended March 31, 2022. The increase in gross margin was primarily driven by favorable price realization as well as improved sales volume and product mix. These factors were partially offset by labor, material and freight inflation.

Gross margin from services decreased by 60 bps to 32.5% in the six months ended March 31, 2023, from 33.1% in the six months ended March 31, 2022. This decrease was driven by increased labor costs and resource constraints.

49

Operating expenses-Operating expenses increased $25.6 million, or 12.3%, to $233.9 million in the six months ended March 31, 2023, from $208.3 million in the six months ended March 31, 2022. Operating expenses are comprised of the following:

	Six Months Ended March 31,
	2023				2022
(In millions)			% of Revenue				% of Revenue		% Variance
General and administrative expense	$	(141.8)	(15.5)	%	$	(124.8)	(15.7)	%	13.6	%
Sales and marketing expense	(83.7)		(9.2)	%	(76.3)		(9.6)	%	9.7	%
Research and development expense	(8.4)		(0.9)	%	(7.2)		(0.9)	%	16.7	%
Total operating expenses	$	(233.9)	(25.6)	%	$	(208.3)	(26.3)	%	12.3	%

The increase period over period in operating expenses was primarily due to an increase in legal fees, as well as higher employee related expenses associated with labor inflation. In addition, there were increased consulting and travel expenses. The above increases were partially offset by foreign currency translation gains in the current period, compared to foreign currency translation losses in the prior period, most of which is related to intercompany loan, as well as lower fees associated with recruitment.

Fluctuations in foreign currency translation and inflation could impact operating expenses in future periods.

Other operating expense, net-Other operating expense, net, increased $4.4 million to expense of $1.6 million in the six months ended March 31, 2023, from income of $2.8 million in the six months ended March 31, 2022. This decrease was primarily driven by a loss on sale of the Filtration Business of $2.9 million and impairment of certain long-lived assets related to product rationalization in the electro-chlorination business of $1.7 million. These losses were partially offset by gains on the disposal of fixed assets. The prior year period included income from the disposal of fixed assets and precious metal sales, and a refund of certain taxes paid from the Chinese government.

Interest expense-Interest expense increased $3.9 million, or 23.6%, to $20.4 million in the six months ended March 31, 2023, from $16.5 million in the six months ended March 31, 2022. The increase in interest expense was primarily driven by an increase in LIBOR year over year.

Income tax expense-Income tax expense increased $2.5 million to $6.4 million in the six months ended March 31, 2023, from $3.9 million in the six months ended March 31, 2022. The increase in tax expense was primarily due to higher projected annual effective tax rates as well as higher projected U.S. income, which is no longer offset by maintaining a valuation allowance against U.S. deferred tax assets. This increase was partially offset by a favorable discrete item related to the impact of tax deductions greater than those for financial reporting related to equity compensation.

Net income-Net income increased $6.4 million, or 47.4%, to $19.9 million in the six months ended March 31, 2023, from $13.5 million in the six months ended March 31, 2022, as a result of the variances noted above.

Adjusted EBITDA-Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA for the six months ended March 31, 2023 increased by $33.7 million, or 26.4%, to $161.2 million, as compared to $127.5 million for the six months ended March 31, 2022, primarily driven by sales volume and related gross profit. See “Non-GAAP Reconciliations” in Item 2 of this Report for a reconciliation of adjusted EBITDA.

50

Segment Results

	Six Months Ended March 31,
	2023				2022
(In millions)			% of Total				% of Total		% Variance
Revenue
Integrated Solutions and Services	$	634.3	69.4	%	$	539.9	68.1	%	17.5	%
Applied Product Technologies	279.3		30.6	%	253.1		31.9	%	10.4	%
Total Consolidated	$	913.6	100.0	%	$	793.0	100.0	%	15.2	%
Operating profit (loss)
Integrated Solutions and Services	$	85.8	183.7	%	$	73.4	216.5	%	16.9	%
Applied Product Technologies	49.6		106.2	%	40.8		120.4	%	21.6	%
Corporate	(88.7)		(189.8)	%	(80.3)		(236.9)	%	10.5	%
Total Consolidated	$	46.7	100.0	%	$	33.9	100.0	%	37.8	%
Adjusted EBITDA(1)
Integrated Solutions and Services	$	145.0	90.0	%	$	117.3	92.0	%	23.6	%
Applied Product Technologies	57.5		35.7	%	49.2		38.6	%	16.9	%
Corporate	(41.3)		(25.6)	%	(39.0)		(30.6)	%	5.9	%
Total Consolidated	$	161.2	100.0	%	$	127.5	100.0	%	26.4	%

(1)Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation to segment operating profit (loss), its most directly comparable financial measure presented in accordance with GAAP, see “Non-GAAP Reconciliations” in Item 2 of this Report.

Integrated Solutions and Services

Revenue in the Integrated Solutions and Services segment increased $94.4 million, or 17.5%, to $634.3 million in the six months ended March 31, 2023, from $539.9 million in the six months ended March 31, 2022.

The following tables provide the change in revenue by offering and the change in revenue by driver during the six months ended March 31, 2023 and 2022 for the Integrated Solutions and Services segment:

	Six Months Ended March 31,
	2023				2022				$ Variance		% Variance
(In millions)			% of Revenue				% of Revenue
Revenue from product sales:	$	283.6	44.7	%	$	229.4	42.5	%	$	54.2	23.6	%
Capital	165.4		26.1	%	137.8		25.5	%	27.6		20.0	%
Aftermarket	118.2		18.6	%	91.6		17.0	%	26.6		29.0	%
Revenue from services	350.7		55.3	%	310.5		57.5	%	40.2		12.9	%
	$	634.3	100.0	%	$	539.9	100.0	%	$	94.4	17.5	%

(In millions)	$ Change		% Change
Six Months Ended March 31, 2022 total revenue	$	539.9	n/a
Organic	48.0		8.9	%
Inorganic	48.2		8.9	%
Foreign currency translation	(1.8)		(0.3)	%
Six Months Ended March 31, 2023 total revenue	$	634.3	17.5	%

The increase in organic revenue was driven by strong price realization across most end markets and higher sales volume. This volume growth was primarily driven by service and capital revenue.

51

Operating profit in the Integrated Solutions and Services segment increased $12.4 million, or 16.9%, to $85.8 million in the six months ended March 31, 2023, from $73.4 million in the six months ended March 31, 2022.

Operating profit was favorably impacted primarily by increased revenue, which was partially offset by operational variances. Increased revenue was attributable to price realization and higher organic sales volume and mix. Operational variances were driven by labor and material inflation and availability. Acquisitions also contributed to the increase in operating profit, primarily associated with the impacts of the Mar Cor Business and Smith Engineering transactions.

Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA in the Integrated Solutions and Services segment increased $27.7 million, or 23.6%, to $145.0 million in the six months ended March 31, 2023, compared to $117.3 million in the six months ended March 31, 2022. The increase was driven by the same factors that impacted operating profit, other than the change in depreciation and amortization, and also excludes restructuring and other non-recurring activity. See “Non-GAAP Reconciliations” in Item 2 of this Report for a reconciliation of adjusted EBITDA.

Applied Product Technologies

Revenue in the Applied Product Technologies segment increased $26.2 million, or 10.4%, to $279.3 million in the six months ended March 31, 2023, from $253.1 million in the six months ended March 31, 2022.

The following tables provide the change in revenue by offering and the change in revenue by driver during the six months ended March 31, 2023 and 2022 for the Applied Product Technologies segment:

	Six Months Ended March 31,
	2023				2022				$ Variance		% Variance
(In millions)			% of Revenue				% of Revenue
Revenue from product sales:	$	269.4	96.5	%	$	242.9	96.0	%	$	26.5	10.9	%
Capital	$	187.5	67.2	%	$	175.7	69.4	%	$	11.8	6.7	%
Aftermarket	81.9		29.3	%	67.2		26.6	%	14.7		21.9	%
Revenue from services	9.9		3.5	%	10.2		4.0	%	(0.3)		(2.9)	%
	$	279.3	100.0	%	$	253.1	100.0	%	$	26.2	10.4	%

(In millions)	$ Change		% Change
Six Months Ended March 31, 2022 total revenue	$	253.1	n/a
Organic	34.8		13.7	%
Inorganic	—		—	%
Foreign currency translation	(8.6)		(3.3)	%
Six Months Ended March 31, 2023 total revenue	$	279.3	10.4	%

52

The increase in organic revenue was driven by volume growth and price realization across all regions and multiple product lines.The strongest growth came in the North America region driven by aquatics and municipal end markets.

Operating profit in the Applied Product Technologies segment increased $8.8 million, or 21.6%, to $49.6 million in the six months ended March 31, 2023, from $40.8 million in the six months ended March 31, 2022.

Operating profit was favorably impacted primarily by increased revenue, which was partially offset by operational variances. Increased revenue was attributable to sales volumes across multiple product lines and regions, as well as favorable price realization and sales mix. Operational variances were driven by project variances and labor and material inflation and availability.

Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA in the Applied Product Technologies segment increased $8.3 million, or 16.9%, to $57.5 million in the six months ended March 31, 2023, compared to $49.2 million in the six months ended March 31, 2022. The increase was driven by the same factors that impacted operating profit, other than the change in depreciation and amortization, and also excludes restructuring and other non-recurring activity. See “Non-GAAP Reconciliations” in Item 2 of this Report for a reconciliation of adjusted EBITDA.

Corporate

Operating loss in Corporate increased $8.4 million, or 10.5%, to $88.7 million in the six months ended March 31, 2023, from $80.3 million in the six months ended March 31, 2022. The increase was primarily due to higher costs associated with legal matters, increased share based compensation and the impairment of certain long-lived assets related to product rationalization in the electro-chlorination business of $1.7 million in the current year period. These amounts were partially offset by lower third party consulting fees associated with acquisitions which occurred in the prior year.

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Non-GAAP Reconciliations

The following is a reconciliation of our Net income to EBITDA and adjusted EBITDA. See “How We Assess the Performance of Our Business” in this Item 2 for discussion on management’s definition and use of this non-GAAP financial measure.

	Three Months Ended March 31,						Six Months Ended March 31,
(In millions)	2023		2022		% Variance		2023		2022		% Variance
Net income	$	10.6	$	7.4	43.2	%	$	19.9	$	13.5	47.4	%
Income tax expense	2.5		2.2		13.6	%	6.4		3.9		64.1	%
Interest expense	10.3		10.0		3.0	%	20.4		16.5		23.6	%
Operating profit	$	23.4	$	19.6	19.4	%	$	46.7	$	33.9	37.8	%
Depreciation and amortization	33.4		32.6		2.5	%	66.6		61.2		8.8	%
EBITDA	$	56.8	$	52.2	8.8	%	$	113.3	$	95.1	19.1	%
Restructuring and related business transformation costs(a)	1.4		1.8		(22.2)	%	3.1		3.2		(3.1)	%
Purchase accounting adjustment costs(b)	—		2.6		(100.0)	%	—		2.6		(100.0)	%
Share-based compensation(c)	6.9		6.1		13.1	%	13.2		11.4		15.8	%
Transaction costs(d)	18.0		4.0		350.0	%	21.3		4.9		334.7	%
Other losses (gains) and expenses(e)	5.4		6.5		(16.9)	%	10.3		10.3		—	%
Adjusted EBITDA	$	88.5	$	73.2	20.9	%	$	161.2	$	127.5	26.4	%

(a)Restructuring and related business transformation costs

Adjusted EBITDA is calculated prior to considering certain restructuring or business transformation events. These events may occur over extended periods of time, and in some cases it is reasonably possible that they could reoccur in future periods based on reorganizations of the business, cost reduction or productivity improvement needs, or in response to economic conditions. For the periods presented such events include the following:

(i)Certain costs and expenses in connection with various restructuring initiatives, including severance and other employee-related costs, relocation and facility consolidation costs, and third-party consultant costs to assist with these initiatives. This includes:

(A)amounts related to the Company’s restructuring initiatives to reduce the cost structure and rationalize location footprint;

(B)amounts related to various other initiatives implemented to restructure and reorganize our business with the appropriate management team and cost structure.

(ii)Legal settlement costs and intellectual property related fees including fees and settlement costs associated with legacy matters, related to product warranty litigation on Memcor® products and certain discontinued products. Memcor is a trademark of Rohm & Haas Electronic Materials Singapore Pte. Ltd.

(iii)Expenses associated with our information technology and functional infrastructure transformation, including activities to optimize information technology systems and functional infrastructure processes.

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(b)Purchase accounting adjustment costs

Adjusted EBITDA is calculated prior to considering adjustments for the effect of the purchase accounting step-up in the value of inventory to fair value recognized in cost of goods sold as a result of the acquisition of the Mar Cor Business.

(c)Share-based compensation

Adjusted EBITDA is calculated prior to considering share‑based compensation expenses related to equity awards. See Note 17, “Share-Based Compensation,” in Part I, Item 1 of this Report for further detail.

(d)Transaction costs    

Adjusted EBITDA is calculated prior to considering transaction, integration and restructuring costs associated with business combinations because these costs are unique to each transaction and represent costs that were incurred as a result of the transaction decision. Integration and restructuring costs associated with a business combination may occur over several years and include, but are not limited to, consulting fees, legal fees, certain employee-related costs, facility consolidation and product rationalization costs, and fair value changes associated with contingent consideration.

(e)Other losses (gains) and expenses

Adjusted EBITDA is calculated prior to considering certain other significant losses (gains) and expenses. For the periods presented such events include the following:

(i)impact of foreign exchange gains and losses;

(ii)legal fees and settlement costs incurred in excess of amounts covered by the Company’s insurance related to securities litigation and SEC investigation matters;

(iii)loss on sale of the Filtration Business within the Integrated Solutions and Services Segment; and

(iv)impairment of certain long-lived assets related to product rationalization in the electro-chlorination business.

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We do not present net income on a segment basis because we do not allocate interest expense or income tax benefit (expense) to our segments, making operating profit the most comparable GAAP metric. The following is a reconciliation of our segment EBITDA and segment adjusted EBITDA to operating profit, their most directly comparable financial measure presented in accordance with GAAP:

	Three Months Ended March 31,								$ Variance				% Variance
	2023				2022
(In millions)	Integrated Solutions and Services		Applied Product Technologies		Integrated Solutions and Services		Applied Product Technologies		Integrated Solutions and Services		Applied Product Technologies		Integrated Solutions and Services		Applied Product Technologies
Operating profit	$	43.1	$	28.6	$	38.1	$	23.0	$	5.0	$	5.6	13	%	24	%
Depreciation and amortization	23.4		3.6		21.4		3.4		2.0		0.2		9	%	6	%
EBITDA	$	66.5	$	32.2	$	59.5	$	26.4	$	7.0	$	5.8	12	%	22	%
Restructuring and related business transformation costs (a)	0.6		0.5		0.2		0.9		0.4		(0.4)		200	%	(44)	%
Purchase accounting adjustment costs (b)	—		—		2.6		—		(2.6)		—		(100)	%	n/a
Transaction costs (c)	5.9		0.2		1.5		—		4.4		0.2		293	%	n/a
Other losses (gains) and expenses (d)	2.9		0.1		—		—		2.9		0.1		n/a		n/a
Adjusted EBITDA	$	75.9	$	33.0	$	63.8	$	27.3	$	12.1	$	5.7	19	%	21	%
	Six Months Ended March 31,								$ Variance				% Variance
	2023				2022
(In millions)	Integrated Solutions and Services		Applied Product Technologies		Integrated Solutions and Services		Applied Product Technologies		Integrated Solutions and Services		Applied Product Technologies		Integrated Solutions and Services		Applied Product Technologies
Operating profit	$	85.8	$	49.6	$	73.4	$	40.8	$	12.4	$	8.8	17	%	22	%
Depreciation and amortization	46.0		7.0		39.2		6.9		6.8		0.1		17	%	1	%
EBITDA	$	131.8	$	56.6	$	112.6	$	47.7	$	19.2	$	8.9	17	%	19	%
Restructuring and related business transformation costs (a)	2.1		0.6		0.7		1.5		1.4		(0.9)		200	%	(60)	%
Purchase accounting adjustment costs (b)	—		—		2.6		—		(2.6)		—		(100)	%	n/a
Transaction costs (c)	8.2		0.2		1.4		—		6.8		0.2		486	%	n/a
Other losses (gains) and expenses (d)	2.9		0.1		—		—		2.9		0.1		n/a		n/a
Adjusted EBITDA	$	145.0	$	57.5	$	117.3	$	49.2	$	27.7	$	8.3	24	%	17	%

(a)Represents costs and expenses in connection with restructuring initiatives in the three and six months ended March 31, 2023 and 2022, respectively. Such expenses are primarily composed of severance, relocation, and facility consolidation costs.

(b)Represents effect of the purchase accounting step-up in the value of inventory to fair value recognized in cost of goods sold as a result of the acquisition of the Mar Cor Business.

(c)Represents costs associated with a change in the current estimate of certain acquisitions achieving their earn-out targets, as well as certain costs associated with divestitures or the integration of recent acquisitions.

(d)Represents loss on sale of the Filtration Business within the Integrated Solutions and Services segment.

Immaterial rounding differences may be present in the tables above.

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Liquidity and Capital Resources

Liquidity describes the ability of a company to borrow or generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, other commitments and contractual obligations. Our principal sources of liquidity are cash generated by our operating activities, borrowings under the 2021 Revolving Credit Facility, and financing arrangements related to capital expenditures for equipment used to provide services to our customers. Historically, we have financed our operations primarily from these sources. Our primary cash needs are for day to day operations, to pay interest and principal on our indebtedness, to fund working capital requirements, and to make capital expenditures.

Our ability to fund our capital needs depends on our ongoing ability to generate cash from operations and access bank financing and the capital markets. In support of international operations, portions of our cash balances are held in various currencies and may be subject to foreign currency translation and other costs associated with repatriation, if necessary. Neither moderate increases in net working capital nor macroeconomic conditions have materially impacted our liquidity to date. In addition, we do not believe that our exposure to rising interest rates will have a material impact on our business, financial condition, results of operations, or prospects, and we plan to continue to evaluate aspects of our spending, including capital expenditures, discretionary spending, and strategic investments in fiscal 2023. We believe we are currently well-positioned to manage our business and have the ability and sufficient capacity to meet our cash requirements by using available cash, internally generated funds, and borrowing under the 2021 Revolving Credit Facility.

As part of our ongoing efforts to improve our cash flow and related liquidity, we work with suppliers to optimize our terms and conditions, including occasionally extending payment terms. We also facilitate a voluntary supply chain finance program (the “program”) to provide certain of our suppliers with the opportunity to sell receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. A third party administers the program; our responsibility is limited to making payments on the terms originally negotiated with our supplier, regardless of whether the supplier sells its receivable to a financial institution. We do not enter into agreements with any of the participating financial institutions in connection with the program. The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the program. The amounts settled through the program and paid to participating financial institutions were $48.3 million and $20.4 million in the six months ended March 31, 2023 and 2022, respectively. A downgrade in our credit rating or changes in the financial markets could limit the financial institutions’ willingness to commit to participation in the program.

We expect to continue to finance our liquidity requirements through internally generated funds and borrowings under the 2021 Revolving Credit Facility. We believe that our projected cash flows generated from operations, together with borrowings under the 2021 Revolving Credit Facility, and other financing arrangements are sufficient to fund our short-term and long-term principal debt payments, interest expense, working capital needs, and expected capital expenditures for at least the next twelve months and the foreseeable future thereafter. Our capital expenditures for the six months ended March 31, 2023 and 2022 were $53.2 million and $36.3 million, respectively. However, our budgeted capital expenditures can vary from period to period based on the nature of capital intensive project awards. Our focus on customer outsourced water projects will continue to be a driver of capital expenditures. From time to time, we may enter into financing arrangements related to capital expenditures for equipment used to provide services to our customers. During the six months ended March 31, 2023 and 2022, we entered into equipment financing arrangements totaling $16.7 million and $13.9 million, respectively. In addition, we may draw on the 2021 Revolving Credit Facility from time to time to fund or partially fund an acquisition.

As of March 31, 2023, we had total indebtedness of $881.9 million, including $466.7 million of term loan borrowings under the 2021 Credit Agreement, $140.2 million outstanding under the 2021 Revolving Credit Facility, $145.3 million outstanding under the Securitization Facility, which includes $0.3 million of accrued interest, and $129.7 million in borrowings related to equipment financing. We also had $7.4 million of letters of credit issued under our 2021 Revolving Credit Facility as of March 31, 2023.

As of March 31, 2023 and September 30, 2022, we were in compliance with the covenants contained in the 2021 Credit Agreement, including the 2021 Revolving Credit Facility.

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2021 Credit Agreement

On April 1, 2021, EWT Holdings III Corp. (“EWT III”), a subsidiary of the Company, entered into a Credit Agreement (the “2021 Credit Agreement”) among EWT III, as borrower, EWT Holdings II Corp. (“EWT II”), as parent guarantor, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and ING Capital, LLC, as sustainability coordinator. The 2021 Credit Agreement provides for a multi-currency senior secured revolving credit facility in an aggregate principal amount not to exceed the U.S. dollar equivalent of $350.0 million (the “2021 Revolving Credit Facility”) and a discounted senior secured term loan (the “2021 Term Loan”) in the amount of $475.0 million (together with the 2021 Revolving Credit Facility, the “Senior Facilities”). The 2021 Credit Agreement also provides for a letter of credit sub-facility not to exceed $60.0 million.

The 2021 Credit Agreement contains customary representations, warranties, affirmative covenants, and negative covenants, including, among other things, a springing maximum first lien leverage ratio of 5.55 to 1.00. The Company did not exceed this ratio during the three months ended March 31, 2023, does not anticipate exceeding this ratio during the year ending September 30, 2023, and therefore does not anticipate any additional repayments during the year ending September 30, 2023.

Receivables Securitization Program

On April 1, 2021, Evoqua Finance LLC (“Evoqua Finance”), an indirect wholly-owned subsidiary of the Company, entered into an accounts receivable securitization program (the “Receivables Securitization Program”) consisting of, among other agreements, (i) a Receivables Financing Agreement (the “Receivables Financing Agreement”) among Evoqua Finance, as the borrower, the lenders from time to time party thereto (the “Receivables Financing Lenders”), PNC Bank, National Association (“PNC Bank”), as administrative agent, EWT LLC, as initial servicer, and PNC Capital Markets LLC (“PNC Markets”), as structuring agent, pursuant to which the lenders have made available to Evoqua Finance a receivables finance facility (the “Securitization Facility”) in an amount up to $150.0 million and (ii) a Sale and Contribution Agreement (the “Sale Agreement”) among Evoqua Finance, as purchaser, EWT LLC, as initial servicer and as an originator, and Neptune Benson, Inc., an indirectly wholly-owned subsidiary of the Company, as an originator (together with EWT LLC, the “Originators”).

The Receivables Securitization Program contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the Receivables being sold by the Originators and securing the loans made by the Receivables Financing Lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults. The Company was in compliance with all covenants during the three months ended March 31, 2023, does not anticipate becoming noncompliant during the year ending September 30, 2023, and therefore, subject to collateral availability, does not anticipate any additional repayments during the year ending September 30, 2023.

Evoqua Water Technologies Corp. is a holding company and does not conduct any business operations of its own. As a result, our ability to pay cash dividends on our common stock, if any, is dependent upon cash dividends and distributions and other transfers from our operating subsidiaries. Under the terms of the 2021 Credit Agreement, our operating subsidiaries are currently limited in their ability to pay cash dividends to us, and we expect these limitations to continue in the future under the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries.

Our indebtedness could adversely affect our ability to raise additional capital, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk, and prevent us from meeting our obligations.

Contractual Obligations

We presented our contractual obligations in Part II, Item 7, “Liquidity and Capital Resources” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as filed with the SEC on November 16, 2022. There were no significant changes in our contractual obligations during the six months ended March 31, 2023.

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Cash Flows

The following table summarizes the changes to our cash flows for the periods presented:

	Six Months Ended March 31,
(In millions)	2023		2022
Statement of Cash Flows Data
Net cash provided by operating activities	$	34.2	$	29.1
Net cash used in investing activities	(51.2)		(230.6)
Net cash (used in) provided by financing activities	(8.1)		183.9
Effect of exchange rate changes on cash	4.3		0.9
Change in cash and cash equivalents	$	(20.8)	$	(16.7)

Operating Activities

Cash flows from operating activities can fluctuate significantly from period‑to‑period as working capital needs and the timing of payments for restructuring activities and other items impact reported cash flows.

Net cash provided by operating activities totaled $34.2 million in the six months ended March 31, 2023, as compared to $29.1 million in the six months ended March 31, 2022.

•Operating cash flows in the six months ended March 31, 2023 reflect an increase in net earnings of $6.4 million as compared to the six months ended March 31, 2022.

•The add back of non‑cash items increased operating cash flows by $76.3 million in the six months ended March 31, 2023, as compared to an increase to operating cash flows of $76.7 million in the six months ended March 31, 2022, resulting in a decrease of $0.4 million. This decrease was primarily related to the deduction of foreign currency gains in the current period, compared to the add back of foreign currency losses in the prior period, as well as an increase in gains on the sale of property, plant and equipment compared to the prior period. This decrease was partially offset by increases in depreciation and amortization deferred income taxes, share-based compensation expenses, loss on sale of a business and the impairment of certain long-lived assets related to product rationalization within the electro-chlorination business in the current period as compared to the prior period. Non-cash changes also include amortization of deferred financing fees.

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•The aggregate of receivables, inventories, contract assets and liabilities, and accounts payable used $12.6 million in operating cash flows in the six months ended March 31, 2023, compared to using $17.9 million in the six months ended March 31, 2022, resulting in an increase to cash flows of $5.2 million as compared to the prior year period.

The amount of cash flow generated from or used by the above mentioned accounts depends upon how effectively we manage our cash conversion cycle, which is a representation of the number of days that elapse from the date of purchase of raw materials and components to the collection of cash from customers. Our cash conversion cycle can be significantly impacted by the timing of collections and payments in a period.

•The aggregate of the remaining assets and liabilities used $45.9 million of operating cash flows in the six months ended March 31, 2023, compared to using $43.3 million in the six months ended March 31, 2022, resulting in a decrease to cash flows of $2.6 million. This is mainly due to timing of payments.

•Income taxes used $3.5 million of operating cash flow during the six months ended March 31, 2023, as compared to providing $0.1 million during the six months ended March 31, 2022, resulting in a decrease to cash flows of $3.5 million as compared to the prior year period.

Investing Activities

Net cash used in investing activities was $51.2 million in the six months ended March 31, 2023, as compared to $230.6 million in the six months ended March 31, 2022, resulting in a net increase to cash flow of $179.3 million as compared to the prior year period. This increase was largely driven by the prior year period including higher cash outflows for acquisitions, and the current year period including higher cash inflows associated with proceeds from the sale of property, plant, and equipment. This increase was partially offset by higher cash outflows associated with purchases of property, plant, and equipment and intangible assets in the current year as compared to the prior year period.

Financing Activities

Net cash used in financing activities was $8.1 million in the six months ended March 31, 2023, as compared to net cash provided by financing activities of $183.9 million in the six months ended March 31, 2022, resulting in a net decrease to cash flow of $192.0 million as compared to the prior year period. The decrease in cash provided by financing activities for the six months ended March 31, 2023 was primarily due to lower borrowings and higher repayments of debt including finance leases in the current year period as compared to the prior year period. In addition, the current year had lower cash received from the issuance of common stock in connection with the exercise of stock options. These decreases were partially offset by the receipt of cash for the Mar Cor Earn Out asset and lower taxes paid related to net share settlements of share-based compensation awards in the current year as compared to the prior year period.

Seasonality

Our business may exhibit seasonality resulting from our customers’ increasing demand for our products and services during the spring and summer months as compared to the fall and winter months. For example, we generally experience increased demand for our odor control product lines and services in the warmer months which, together with other factors, typically results in improved performance in the second half of our fiscal year. Inclement weather and extreme weather events, such as hurricanes, winter storms, droughts, and floods, can also have varying impacts on our business. Certain events may cause customer shutdowns that prevent or defer our performance of services or sale of equipment, while other events may drive increased demand for our products and services, particularly emergency response services. As a result, our results from operations may vary from period to period, and past performance should not be considered indicative of future results. 

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Off‑Balance Sheet Arrangements

We had the following outstanding amounts under our credit arrangements at March 31, 2023 and September 30, 2022:

(In millions)	March 31, 2023		September 30, 2022
Letters of credit	$	7.4	$	9.3
Surety bonds	$	179.2	$	134.0

The longest maturity date of the letters of credit and surety bonds in effect as of March 31, 2023 was March 20, 2030.

Critical Accounting Policies and Estimates

The Company’s significant accounting policies are described in Item 8, Note 2, “Summary of Significant Accounting Policies” and Item 7, “Critical Accounting Policies and Estimates” included in the 2022 Annual Report. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the Notes to the Unaudited Consolidated Financial Statements in Part I, Item 1 of this Report. The application of the Company’s accounting policies may require the use of estimates and assumptions. Management uses historical experience and all available information to make these estimates and assumptions. Estimates are revised as additional information becomes available. Actual results could differ from these estimates.

See Note 2, “Recent Accounting Pronouncements” in the Unaudited Consolidated Financial Statements in Item 1 of this Report for a discussion of recently issued accounting guidance.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the information concerning exposure to market risks as stated in Part I, Item 7A of the 2022 Annual Report.

Item 4.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to confirm that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC and to confirm that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of such date.

While our disclosure controls and procedures are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarterly period ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

From time to time, we are subject to various claims, charges, and litigation matters that arise in the ordinary course of business. We believe these actions are a normal incident of the nature and kind of business in which we are engaged. While it is not feasible to predict the outcome of these matters with certainty, we do not believe that any asserted or unasserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations, or prospects.

As previously disclosed, in October 2020, the Company learned that the SEC and the United States Attorney’s Office for the District of Massachusetts (“USAO”) are investigating whether financial misstatements were made in the Company’s public filings and earnings announcements prior to October 2018. In December 2022, the Company received a “Wells Notice” from the staff of the SEC (the “Staff”) relating to the SEC’s investigation. The Wells Notice informed the Company that the Staff had made a preliminary determination to recommend that the SEC file a civil enforcement action against the Company that would allege certain violations of the federal securities laws relating to the reported financial results of the Company during fiscal years 2016, 2017, and 2018, and to the adequacy and accuracy of the Company’s books and records and internal controls over financial reporting for those fiscal years. The allegations arise from revenue recognition practices of the Neptune-Benson business that the Company acquired in fiscal 2016. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Company negotiated a settlement with the SEC under which it neither admits nor denies the SEC’s allegations, and in March 2023 the SEC flied a complaint in the United States District Court for the District of Rhode Island against the Company and a former employee of the Neptune-Benson business, together with a proposed judgment on consent against the Company. The SEC’s complaint against the Company is grounded in negligence-based theories and books and records violations for matters arising from the Neptune-Benson business with respect to fiscal years 2016 to 2018. The proposed final judgment, which is awaiting Court approval, requires the Company to pay a penalty of $8.5 million and to undertake various improvements to its internal controls over financial reporting. In accordance with ASC Topic No. 450, Contingencies, the Company recorded a charge of $8.5 million in the first quarter of fiscal 2023 for the settlement of the SEC investigation. The Company continues to cooperate with the USAO investigation, which is ongoing. Although the Company is unable to predict the outcome of these ongoing investigations, we currently believe that these matters will not have a material adverse effect on our business, financial condition, results of operations, or prospects. However, no assurance can be given that these matters will be resolved for the amount recorded.

On March 13, 2023, a purported Evoqua stockholder filed an action against Evoqua and the Evoqua Board captioned O’Dell v. Evoqua Water Technologies Corp., et al., No. 23-cv-2122, in the United States District Court for the Southern District of New York (the “O’Dell Action”). The plaintiff in the O’Dell Action alleges that Evoqua and the Evoqua Board violated federal securities laws, including Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated under the Exchange Act, by issuing a materially incomplete and misleading preliminary proxy statement in connection with the Merger. On April 11, 2023, another purported Evoqua stockholder filed an action against Evoqua and the Evoqua Board captioned Bushansky v. Evoqua Water Technologies Corp., et al., No. 23-cv-3042, in the United States District Court for the Southern District of New York (the “Bushansky Action”), and on April 20, 2023, a third purported Evoqua stockholder filed an action against Evoqua and the Evoqua Board captioned Morgan v. Evoqua Water Technologies Corp., et al., No. 23-cv-431, in the United States District Court for the District of Delaware (the “Morgan Action” and together with the O’Dell Action and the Bushansky Action, the “Actions”). The plaintiffs in the Bushansky Action and the Morgan Action allege that Evoqua and the Evoqua Board violated federal securities laws, including Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated under the Exchange Act, by issuing a materially incomplete and misleading definitive proxy statement in connection with the Merger. The plaintiffs in each of the Actions seek, among other things, to enjoin the transactions contemplated by the Merger Agreement and an award of attorneys’ and expert fees and expenses. Xylem and Evoqua believe that the allegations in the Actions are without merit. Additional lawsuits arising out of the Merger may also be filed in the future.

Item 1A. Risk Factors

We face a number of risks that could materially adversely affect our business, financial condition, results of operations or prospects. A full discussion of our risk factors can be found in Part I, Item 1A, “Risk Factors” of our 2022 Annual Report. The information below includes additional risks relating to the Merger.

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The Merger may not be completed on a timely basis, or at all, and the failure to complete or delays in completing the Merger could adversely affect our business, financial results and stock price.

We can provide no assurance that the Merger will be consummated or consummated in the timeframe or manner currently anticipated. The Merger is subject to a number of conditions outside of our or Xylem’s control that may prevent or delay its completion, including approval of the Merger Agreement by the Company’s stockholders and certain regulatory approvals. There can be no assurance as to when, or if, the conditions to closing of the Merger will be satisfied or waived or that other events will not intervene to delay or result in the termination of the Merger.

If the Merger is delayed or not completed, the Company’s stock price could decrease if and to the extent that the current market price for shares of the Company’s common stock reflects an assumption that a transaction will be consummated. Additionally, the Merger Agreement contains certain termination rights in which we may be required to pay Xylem a termination fee of $225.0 million. Further, a failed transaction may result in negative publicity and a negative impression of the Company in the capital markets and among the investment community. Finally, any disruption to our business resulting from the announcement and pendency of the Merger, including any adverse impact in our relationships with employees, distributors or suppliers could continue or accelerate in the event of a failed transaction.

We may face business and operational impacts due to the announcement of the Merger and the pendency of the Merger.

The Merger may cause disruptions to our business or business relationships and create uncertainty surrounding our ongoing business operations, which could have an adverse impact on our business, financial condition, results of operations or prospects, regardless of whether the Merger is completed, including as a result of the following (all of which could be exacerbated by a delay in completion of the Merger):

•the attention of our management may be directed to Merger-related considerations and may be diverted from the day-to-day operations of our business;

•our employees may experience uncertainty about their future roles with us, which might adversely affect our ability to attract, hire, retain, and motivate key personnel and other employees;

•customers, suppliers or other parties which we maintain business relationships may experience uncertainty prior to the closing of the Merger and seek alternative relationships with third parties or seek to terminate or re-negotiate their relationships with us; and

•the Merger Agreement includes certain contractual restrictions on the conduct of our business that may affect our ability to execute on our business strategies and attain our financial goals.

In addition, we have incurred, and will continue to incur, significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger, and many of these fees and costs are payable by us regardless of whether or not the Merger is consummated.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

None.

Item 5.    Other Information

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None.

Item 6.    Exhibits

The following exhibits are filed or furnished as a part of this report:

Exhibit No.	Exhibit Description
2.1†	Agreement and Plan of Merger, dated as of January 22, 2023, by and among Evoqua Water Technologies Corp., Xylem Inc., and Fore Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on January 23, 2023 (File No. 001-38272)).
10.1*	Second Amended and Restated Employment Agreement, by and between Ronald Keating and the Company, dated March 7, 2023
10.2*	Second Amended and Restated Employment Agreement, by and between Benedict J. Stas and the Company, dated March 7, 2023
10.3*	Amended and Restated Employment Agreement, by and between Rodney Aulick and the Company, dated March 7, 2023
10.4*	Amended and Restated Employment Agreement, by and between Hervé Fages and the Company, dated March 7, 2023
10.5*	Amended and Restated Employment Agreement, by and between Vincent Grieco and the Company, dated March 7, 2023
10.6*	Amended and Restated Employment Agreement, by and between Snehal Desai and the Company, dated March 7, 2023
10.7*	Amended and Restated Employment Agreement, by and between Anthony Webster and the Company, dated March 7, 2023
10.8*	Amended and Restated Employment Agreement, by and between James M. Kohosek and the Company, dated March 7, 2023
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith

†Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted exhibit or schedule upon request.

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SIGNATURES

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

	EVOQUA WATER TECHNOLOGIES CORP.
May 2, 2023	/s/ RONALD C. KEATING
	By:	Ronald C. Keating
		Chief Executive Officer (Principal Executive Officer)
May 2, 2023	/s/ BENEDICT J. STAS
	By:	Benedict J. Stas
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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EX-10.1

EXECUTION VERSION

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 7, 2023 (this “Employment Agreement”), by and between Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”), and Ronald Keating (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for purposes of Sections 2.5 and 3.2 hereof, Evoqua Water Technologies Corp. (“Holdings”).

WHEREAS, the Parties previously entered into that certain Amended and Restated Employment Agreement dated November  25, 2019 (the “Prior Agreement”);

WHEREAS, the Parties desire to amend and restate the Prior Agreement in its entirety as set forth herein;

WHEREAS, the Company desires to continue to employ the Executive as Chief Executive Officer of Holdings and wishes to be assured of his services on the terms and conditions hereinafter set forth; and

WHEREAS, the Executive desires to continue to be employed by the Company as Chief Executive Officer of Holdings and to perform and to serve the Company and Holdings on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

Section 1.Employment.

1.1Term. The term of the Executive’s employment under this Employment Agreement will commence on the date hereof and continue until terminated pursuant to Section 3 hereof (the period of the Executive’s employment hereunder, the “Employment Period”).

1.2Duties. During the Employment Period, the Executive shall serve as Chief Executive Officer of Holdings, as a member of the board of managers of the Company and the board of directors of Holdings (the “Board”) and such other positions as an officer or director of Holdings and such affiliates of Holdings as Holdings shall determine from time to time, and shall report directly to the Board. In his position as Chief Executive Officer of Holdings, the Executive shall perform duties customary for the Chief Executive Officer of a company similar to Holdings’ size and nature, plus such additional duties, consistent with the foregoing, as the Board may reasonably assign.

1.3Exclusivity. During the Employment Period, the Executive shall devote substantially all of his business time and attention to the business and affairs of Holdings and the Company, shall faithfully serve Holdings and the Company, and shall conform to and comply with the lawful and reasonable directions and instructions given to him by the Board, consistent with Section 1.2 hereof. During the Employment Period, the Executive shall use his best efforts to promote and serve the interests of Holdings and the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit; provided, that the Executive may (a) serve any civic, charitable, educational or professional organization, (b) manage his personal investments and (c) serve on the board of directors of one other for-profit enterprise, in each case so long as any such activities do not (x) violate the terms of this Employment Agreement (including Section 4) or (y) materially interfere with the Executive’s duties and responsibilities to Holdings or the Company.

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Section 2.Compensation.

1.1Salary. As compensation for the performance of the Executive’s services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $975,000, payable in accordance with the Company’s standard payroll policies (the “Base Salary”). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the Board (or a committee thereof) in its discretion.

1.2Annual Bonus. For each fiscal year ending during the Employment Period, the Executive shall be eligible for potential awards of additional compensation (the “Annual Bonus”) to be based upon the achievement of one or more performance goals established by the Board or a committee thereof (the “Performance Targets”). The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executive’s target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 110% of Base Salary (the “Target Annual Bonus Opportunity”), with the actual Annual Bonus, if any, to be based on Holdings’ actual performance relative to the Performance Targets. The Annual Bonus, if any, shall be paid within 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March 15th of the year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section 3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year. At the discretion of the Board or a committee thereof, the Annual Bonus may be paid in the form of cash or equity securities, which equity securities may be subject to vesting restrictions provided that (a) any such vesting period may not extend beyond the 15-month period following the end of the fiscal year to which the Annual Bonus relates and (b) the value of the equity securities awarded to the Executive in lieu of the Annual Bonus shall include a bonus premium equal to no less than 20% of the Annual Bonus.

1.3Employee Benefits; Vacation. During the Employment Period, the Executive shall be eligible to participate in such health and other group insurance and other employee and fringe benefit plans and programs of the Company and shall be entitled to receive such perquisites as the Company makes available from time to time, in each case on the same basis as other senior executives of Holdings. During the Employment Period, the Executive shall be entitled to four weeks’ vacation per calendar year, to be taken and carried over in accordance with the Company’s vacation policy. The number of vacation days shall be pro-rated for the first and last calendar years of employment.

1.4Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement, in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section 409A”), any expense or reimbursement described in this Employment Agreement shall meet the following requirements: (a) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year; (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit; and (d) the reimbursements shall be made pursuant to objectively determinable and

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nondiscretionary Company policies and procedures regarding such reimbursement of expenses (the “409A Reimbursement Rules”).

1.5Stock Option Exercise Period. Notwithstanding anything to the contrary in any award agreement governing any outstanding stock option held by the Executive as of the Effective Date (the “Outstanding Stock Options”): (a) Holdings hereby agrees that the post-termination exercise period applicable to such Outstanding Stock Options shall be one (1) year following the Executive’s Termination Date (as defined below); provided that in no event shall such period extend beyond the maximum term of the Outstanding Stock Option; and (b) the applicable award agreements governing such Outstanding Stock Options shall be deemed to be amended to provide for such one (1) year exercise period.

Section 3.Employment Termination.

1.1Termination of Employment. The Company may terminate the Executive’s employment hereunder for any reason during the Employment Period upon not less than 15 days’ written notice to the Executive (other than in the event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason during the Employment Period upon not less than 15 days’ written notice to the Company (subject to the longer notice requirements in connection with a termination of employment by the Executive for Good Reason as set forth in Section 3.2(b)(iv)) (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”). Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.2), (c) unused vacation days paid out at the per-business-day Base Salary rate, (d) vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements and (e) any unreimbursed expenses in accordance with Section 2.4 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Company for Cause, then any Annual Bonus earned pursuant to Section 2.2 in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited.

1.2Certain Terminations.

(a)Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability or (ii) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) two (2) times his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 24-month period beginning on the first payroll date following the date on which the Release has become effective (the “Severance Period”), plus (y) a prorata Annual Bonus based on the Company’s actual performance in the year of the Executive’s termination, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the Annual Bonus the Executive would have been paid had he remained employed through the end of the year of termination by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two and one half (2½) times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two and one half (2½) times his Target Annual Bonus Opportunity, plus (z) the

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Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) or (B), as applicable, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity in the year of termination rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards issued by Holdings to the Executive shall become fully vested on the date the Release becomes effective (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of (i) the first anniversary of the Termination Date and (ii) the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). The Company shall also, regardless of when such termination occurs, reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.4 of this Employment Agreement; provided that in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount, to provide the Equity Acceleration (if applicable), and to pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date.

(b)Definitions. For purposes of Section 3, the following terms have the following meanings:

(i)“Cause” shall mean the Executive’s having engaged in any of the following: (A) commission of an act which constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm to the business, standing or reputation of the Company or any of its affiliates, (B) gross negligence on the part of the Executive in the performance of his duties hereunder, (C) breach of his duty of loyalty or care to the Company, (D) other misconduct that is materially detrimental to the Company or any of its affiliates, or (E) ongoing and deliberate refusal or failure to perform the Executive’s duties as contemplated by this Employment Agreement or any other agreement with or for the benefit of the Company to which the Executive is a party or by which the Executive is bound, which in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Company written notice of such failure, provided that for the avoidance of doubt a failure to meet performance expectations shall not in of itself constitute Cause. If the Company terminates the Executive’s employment for Cause, the Company shall provide written notice to the Executive of that fact on or before the termination of employment. However, if, within 60 days following the termination, the Company first discovers facts that would have established “Cause” for termination, and those facts were not known by the Company at the time of the termination, then the Company may provide the Executive with written notice, including the facts establishing that the purported “Cause” was not known at the time of the termination, in which case the Executive’s termination of employment will be considered a for Cause termination under this Employment Agreement.

(ii)“Change in Control” has the meaning given to that term under the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan as in effect on the date hereof.

(iii)“Disability” shall mean the Executive is entitled to and has begun to receive long-term disability benefits under the long-term disability plan of the Company in

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which the Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental ill health, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days out of any 270 day consecutive day period.

(iv)“Good Reason” shall mean one of the following has occurred: (A) a material and adverse change in the Executive’s duties or responsibilities as an employee of the Company, (B) a relocation of the Executive’s principal place of employment without the Executive’s consent, or (C) a breach by the Company of a material term of this Employment Agreement. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 30 days of the first date on which the Executive has knowledge of such conduct. The Executive shall further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Executive for Good Reason shall be effective on the day following the expiration of such cure period.

(c)Section 409A. If the Executive is a “specified employee” for purposes of Section 409A, any Severance Amount required to be paid pursuant to Section 3.2 which is determined to be non-qualified deferred compensation that is subject to Section 409A shall commence on the day after the first to occur of (i) the day which is six months from the Termination Date and (ii) the date of the Executive’s death. For purposes of this Employment Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of the default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Employment Agreement shall be treated as a right to a series of separate payments.

1.3Exclusive Remedy. The foregoing payments and benefits continuation upon termination of the Executive’s employment shall constitute the exclusive severance payments and benefits continuation due the Executive upon a termination of his employment.

1.4Resignation from All Positions. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall resign, as of the date of such termination, from all positions he then holds as an officer, director, employee and member of the board of directors (and any committee thereof) of Holdings and its direct and indirect subsidiaries and affiliates (the “Company Group”). The Executive shall be required to execute such writings as are required to effectuate the foregoing, but the Executive shall be treated for all purposes as having so resigned upon termination of the Executive’s employment, regardless of when or whether the Executive executes any such documentation.

1.5Cooperation. Following the termination of the Executive’s employment with the Company for any reason, the Executive shall reasonably cooperate with the Company upon reasonable request of the Board and be reasonably available to the Company (taking into account the Executive’s personal and business commitments) with respect to matters arising out of the Executive’s services to the Company and its subsidiaries, and the Company shall reimburse the Executive for any expenses reasonably incurred by the Executive in providing any assistance to the Company pursuant to this Section 3.5, including attorneys’ fees.

Section 4.Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights.

1.1Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including,

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without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

1.2Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement, and in further consideration of the Executive’s exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for the two year period following the Executive’s Termination Date (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any business that is in competition with (a) the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b) the present services marketed, sold or provided by the Company to its customers and as such services may be improved and/or modified or (c) the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b) and (c) above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products, but shall not include any business solely to the extent it is engaged in

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the manufacture or sale of water treatment products of the type sold by Contech Engineered Solutions as of August 31, 2014. For the avoidance of doubt, Restricted Enterprise shall include, but not be limited to: Pentair, GE, Veolia, Suez Degremont, Nalco/Ecolab, Ovivo, Kurita, Alfa Laval, Pall, Organo, Andritz and Ashland’s former water technology unit. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

1.3Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) for employment any person who is, or within 12 months prior to the date of such solicitation was, an employee of any member of the Company Group; provided, however, that this Section 4.3 shall not apply to any individual who was an employee of the Company or Holdings immediately prior to the Effective Time and is terminated by Xylem Inc. (or any of its affiliates) on or after the Effective Time. For purposes of this Section 4.3 “Effective Time” has the meaning set forth in the Agreement and Plan of Merger, dated as of January 22, 2023, by and between Xylem Inc., an Indiana corporation, Fore Merger Sub, Inc., a Delaware corporation and Holdings.

1.4Interference with Business Relationships. During the Restriction Period (other than in connection with carrying out his responsibilities for the Company Group), the Executive shall not directly or indirectly induce or solicit (or assist any Person to induce or solicit) any customer or client of any member of the Company Group to terminate its relationship or otherwise cease doing business in whole or in part with any member of the Company Group, or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between any member of the Company Group and any of their customers or clients so as to cause harm to any member of the Company Group.

1.5Extension of Restriction Period. The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

1.6Proprietary Rights. The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company Group (the “Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by a member of the Company Group, the Executive assigns and agrees to assign all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. are owned upon creation by the Company as the Executive’s employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executive’s employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Employment Agreement, the Executive has informed the Company in writing of any interest in any inventions or intellectual property rights that he holds as of the date hereof. If the Company

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is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document needed in connection with the actions described in this Section 4.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact to act for and on the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 4.6 with the same legal force and effect as if executed by the Executive.

1.7Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the Executive agrees not to disclose the terms of this Employment Agreement to any Person; provided the Executive may disclose this Employment Agreement and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys, so long as the Executive instructs every such Person to whom the Executive makes such disclosure not to disclose the terms of this Employment Agreement further. Any time after this Employment Agreement is filed with the Securities and Exchange Commission or any other government agency by the Company and becomes a public record, this provision shall no longer apply.

1.8Remedies. The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Company Group for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled toan immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any portion of the Severance Amount paid by the Company to the Executive. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Section 4 are reasonable and necessary to protect the businesses of the Company Group because of the Executive’s access to Confidential Information and his material participation in the operation of such businesses. In the event that the Executive willfully and materially breaches any of the covenants set forth in this Section 4, then in addition to any injunctive relief, the Executive will promptly return to the Company any portion of the Severance Amount that the Company has paid to the Executive.

Section 5.Representations. The Executive represents and warrants that (a) he is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his ability to enter into and fully perform his obligations under this Employment Agreement and (b) he is not otherwise unable to enter into and fully perform his obligations under this Employment Agreement.

Section 6.Mutual Non-Disparagement. During the Employment Period and following termination of the Executive’s employment with the Company, the Executive agrees not to make any statement, whether direct or indirect, whether true or false, that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company Group, any of its employees, officers, directors or stockholders. Following the termination of the Executive’s employment with the Company, the Company agrees to instruct its senior officers and directors not to make any statement, whether direct or indirect, whether true or false, that is intended to become public, or that should

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reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Executive.

Section 7.Withholding. All amounts paid to the Executive under this Employment Agreement during or following the Employment Period shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely responsible for the payment of all taxes imposed on him relating to the payment or provision of any amounts or benefits hereunder.

Section 8.Miscellaneous.

1.1Indemnification. To the extent provided in the Company’s By-Laws and Certificate of Incorporation, or, if greater, to the maximum extent permitted by law, the Company shall indemnify the Executive for losses or damages incurred by the Executive as a result of all causes of action arising from the Executive’s performance of duties for the benefit of the Company, whether or not the claim is asserted during the Employment Period. The Executive shall be covered under any directors’ and officers’ insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company’s directors and other officers.

1.2Amendments and Waivers. This Employment Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided, that, the observance of any provision of this Employment Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Employment Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

1.3Assignment; Third-Party Beneficiaries. This Employment Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. Nothing in this Employment Agreement shall confer upon any Person not a party to this Employment Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Employment Agreement, except (a) the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive and (b) any member of the Company Group may enforce the provisions of Section 4. The Company is authorized to assign this Employment Agreement to a successor to substantially all of its assets.

1.4Notices. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Employment Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by (a) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt (b) e-mail (with electronic return receipt), (c) reputable commercial overnight delivery service courier, with confirmation of receipt or (d) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

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If to Holdings or the Company:

Evoqua Water Technologies Corp.
Evoqua Water Technologies LLC
210 Sixth Avenue
Suite 3300
Pittsburgh, PA 15222
Attn: General Counsel

If to the Executive:    Ronald Keating, at his principal office and e-mail address at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company.

All such notices, requests, consents and other communications shall be deemed to have been given when received. Either party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth.

1.5Governing Law. This Employment Agreement shall be construed and enforced in accordance with, and the laws of the State of New York hereto shall govern the rights and obligations of the parties, without giving effect to the conflicts of law principles thereof.

1.6Severability. Whenever possible, each provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Employment Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Employment Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

1.7Legal Fees. The Company shall reimburse the Executive for any costs and expenses (including, without limitation, attorneys’ fees) reasonably incurred by the Executive in disputing any issue arising under this Employment Agreement relating to the Executive’s termination of employment or in seeking to obtain or enforce any benefit or right provided by this Employment Agreement, regardless of the outcome of such dispute; provided that (a) the Executive has acted in good faith with respect to any such dispute, (b) the Executive will have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred, and (c) such reimbursements or in-kind benefits comply with the 409A Reimbursement Rules.

1.8Entire Agreement. During the Employment Period, this Employment Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof (including the Prior Agreement).

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1.9Counterparts. This Employment Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

1.10Survivorship. Upon the expiration or other termination of this Employment Agreement, the respective rights and obligations of the parties hereto, including, without limitation, with respect to the Executive’s obligations set forth in Section 4, shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Employment Agreement.

1.11Binding Effect. This Employment Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company.

1.12General Interpretive Principles. The name assigned this Employment Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. Any reference to a Section of the Internal Revenue Code of 1986, as amended, shall be deemed to include any successor to such Section.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

EVOQUA WATER TECHNOLOGIES LLC

By:    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: SVP / CHRO

EVOQUA WATER TECHNOLOGIES CORP.

(solely for purposes of Sections 2.5 and 3.2 hereof)

By:    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: SVP / CHRO

EXECUTIVE

/s/ Ronald Keating    

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EXHIBIT A

You should consult with an attorney before signing this release of claims.

Release of Claims

1.    In consideration of the payments and benefits to be made under the Second Amended and Restated Employment Agreement, dated as of [____________] (the “Employment Agreement”), to which Ronald Keating (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices)and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), the New York Human Rights Law, the New York Executive Law, the New York Labor Law, all New York State Wage and Hour Laws, the New York Worker Adjustment and Retraining Notification Act, all New York leave laws, the New York Constitution, and any other similar or analogous federal, state or local statute, excepting only:

(A)    rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement;

(B)    the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

(C)    claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

(D)    rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force;

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(E)    any matters which expressly survive the execution of this Release as set forth in the Employment Agreement, the terms and conditions of which are incorporated herein by reference; and

(F)    rights granted to Executive during his employment related to the grant or purchase of equity of Holdings (as defined in the Employment Agreement) or any other rights as a stockholder of Holdings.

2.    The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3.    This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4.    The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5.    The Executive acknowledges that he has been given but not utilized a period of [21/45] days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven days following (and not including) the date of execution, revoke this Release. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Severance Amount (as defined in the Employment Agreement), to provision of the Equity Acceleration (as defined in the Employment Agreement), and to the Benefits Continuation (as defined in the Employment Agreement), but the remainder of the Employment Agreement shall continue in full force.

6.    The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

7.    The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Release, and has been given a sufficient period within which to consider this Release.

8.    The Executive acknowledges that this Release relates only to claims that exist as of the date of this Release.

9.    The Executive acknowledges that the Severance Amount he is receiving in connection with this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

10.    Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full

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force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

11.    This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

12.    The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

13.    This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

14.    This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

15.    Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

[signature page follows]

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    IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of ____________________.

EVOQUA WATER TECHNOLOGIES LLC

By:    

    Name:

    Title:

EXECUTIVE

Name: Ronald Keating

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EX-10.2

EXECUTION VERSION

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 7, 2023 (this “Employment Agreement”), by and between Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”), and Benedict J. Stas (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for purposes of Sections 2.5 and 3.2 hereof, Evoqua Water Technologies Corp. (“Holdings”).

WHEREAS, the Parties previously entered into that certain Amended and Restated Employment Agreement dated November 25, 2019 (the “Prior Agreement”);

WHEREAS, the Parties desire to amend and restate the Prior Agreement in its entirety as set forth herein;

WHEREAS, the Company desires to continue to employ the Executive as Chief Financial Officer of Holdings and wishes to be assured of his services on the terms and conditions hereinafter set forth; and

WHEREAS, the Executive desires to continue to be employed by the Company as Chief Financial Officer of Holdings and to perform and to serve the Company and Holdings on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

Section 1.Employment.

1.1Term. The term of the Executive’s employment under this Employment Agreement will commence on the date hereof and continue until terminated pursuant to Section 3 hereof (the period of the Executive’s employment hereunder, the “Employment Period”).

1.2Duties. During the Employment Period, the Executive shall serve as Chief Financial Officer and such other positions as an officer or director of Holdings and such affiliates of Holdings as Holdings shall determine from time to time, and shall report directly to the Chief Executive Officer of Holdings (the “Reporting Person”) or his designee. In his position of Chief Financial Officer of Holdings, the Executive shall perform duties assigned to him by the Reporting Person or his designee.

1.3Exclusivity. During the Employment Period, the Executive shall devote substantially all of his business time and attention to the business and affairs of Holdings and the Company, shall faithfully serve Holdings and the Company, and shall conform to and comply with the lawful and reasonable directions and instructions given to him by the Reporting Person or his designee. During the Employment Period, the Executive shall use his best efforts to promote and serve the interests of Holdings and the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit; provided, that the Executive may (a) serve any civic, charitable, educational or professional organization and (b) manage his personal investments, in each case so long as any such activities do not (x) violate the terms of this Employment Agreement (including Section 4) or (y) materially interfere with the Executive’s duties and responsibilities to Holdings or the Company.

Section 2.Compensation.

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2.1Salary. As compensation for the performance of the Executive’s services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $550,000, payable in accordance with the Company’s standard payroll policies (the “Base Salary”). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the board of directors of Holdings (the “Board”) (or a committee thereof) in its discretion.

2.2Annual Bonus. For each fiscal year ending during the Employment Period, the Executive shall be eligible for potential awards of additional compensation (the “Annual Bonus”) to be based upon the achievement of one or more performance goals established by senior management of Holdings (the “Performance Targets”). The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executive’s target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 75% of Base Salary (the “Target Annual Bonus Opportunity”), with the actual Annual Bonus, if any, to be based on Holdings’ actual performance relative to the Performance Targets. The Annual Bonus, if any, shall be paid within 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March 15th of the year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section 3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year. At the discretion of the Board or a committee thereof, the Annual Bonus may be paid in the form of cash or equity securities, which equity securities may be subject to vesting restrictions; provided that (a) any such vesting period may not extend beyond the 15-month period following the end of the fiscal year to which the Annual Bonus relates and (b) the value of the equity securities awarded to the Executive in lieu of the Annual Bonus shall include a bonus premium equal to no less than 20% of the Annual Bonus.

2.3Employee Benefits. During the Employment Period, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other executives of Holdings.

2.4Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section 409A”), any expense or reimbursement described in this Employment Agreement shall meet the following requirements: (a) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year; (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit; and (d) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses (the “409A Reimbursement Rules”).

2.5Stock Option Exercise Period. Notwithstanding anything to the contrary in any award agreement governing any outstanding stock option held by the Executive as of the

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EXECUTION VERSION

Effective Date (the “Outstanding Stock Options”): (a) Holdings hereby agrees that the post-termination exercise period applicable to such Outstanding Stock Options shall be one (1) year following the Executive’s Termination Date (as defined below); provided that in no event shall such period extend beyond the maximum term of the Outstanding Stock Option; and (b) the applicable award agreements governing such Outstanding Stock Options shall be deemed to be amended to provide for such one (1) year exercise period.

Section 3.Employment Termination.

3.1Termination of Employment. The Company may terminate the Executive’s employment hereunder for any reason during the Employment Period upon not less than 15 days’ written notice to the Executive (other than in the event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason during the Employment Period upon not less than 15 days’ written notice to the Company (subject to the longer notice requirements in connection with a termination of employment by the Executive for Good Reason as set forth in Section 3.2(b)(iv)) (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”). Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.2), (c) unused vacation days paid out at the per-business-day Base Salary rate, (d) vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements and (e) any unreimbursed expenses in accordance with Section 2.4 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Company for Cause, then any Annual Bonus earned pursuant to Section 2.2 in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited.

3.2Certain Terminations.

(a)Termination by the Company other than for Cause, Death or Disability; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, or (ii) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) his Base Salary at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective (the “Severance Period”), plus (y) a prorata Annual Bonus based on the Company’s actual performance in the year of the Executive’s termination, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the Annual Bonus the Executive would have been paid had he remained employed through the end of the year of termination by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”), or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two (2) times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two (2) times his Target Annual Bonus Opportunity plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) or (B), as applicable, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity in the year of termination rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years

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following a Change in Control, any outstanding unvested equity awards issued by Holdings to the Executive shall become fully vested on the date the Release becomes effective (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of (i) the first anniversary of the Termination Date and (ii) the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). The Company shall also, regardless of when such termination occurs, reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.4 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount, to provide the Equity Acceleration (if applicable), and to pay premiums relating to Benefits Continuation and provide outplacement assistance shall be conditioned upon: (x) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date.

(b)Definitions. For purposes of Section 3, the following terms have the following meanings:

(i)“Cause” shall mean the Executive’s having engaged in any of the following: (A) commission of an act which constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm to the business, standing or reputation of the Company or any of its affiliates, (B) gross negligence on the part of the Executive in the performance of his duties hereunder, (C) breach of his duty of loyalty or care to the Company, (D) other misconduct that is materially detrimental to the Company or any of its affiliates, or (E) ongoing and deliberate refusal or failure to perform the Executive’s duties as contemplated by this Employment Agreement or any other agreement with or for the benefit of the Company to which the Executive is a party or by which the Executive is bound, which in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Company written notice of such failure, provided that for the avoidance of doubt a failure to meet performance expectations shall not in of itself constitute Cause. If the Company terminates the Executive’s employment for Cause, the Company shall provide written notice to the Executive of that fact on or before the termination of employment. However, if, within 60 days following the termination, the Company first discovers facts that would have established “Cause” for termination, and those facts were not known by the Company at the time of the termination, then the Company may provide the Executive with written notice, including the facts establishing that the purported “Cause” was not known at the time of the termination, in which case the Executive’s termination of employment will be considered a for Cause termination under this Employment Agreement.

(ii)“Change in Control” has the meaning given to that term under the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan.

(iii)“Disability” shall mean the Executive is entitled to and has begun to receive long-term disability benefits under the long-term disability plan of the Company in which the Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental ill health, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days out of any 270 day consecutive day period.

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(iv)“Good Reason” shall mean one of the following has occurred: (A) a material and adverse change in the Executive’s duties or responsibilities as an employee of the Company (which, for the avoidance of doubt, shall include a change in the Executive’s direct reporting relationship, following the acquisition of the Company by an acquiror in a strategic transaction, to anyone other than to the Chief Executive Officer of the ultimate parent entity of such acquiror (or if the acquiror does not have a parent, the acquiror) (the “Parent”)); (B) a relocation of the Executive’s principal place of employment without the Executive’s consent; or (C) a breach by the Company of a material term of this Employment Agreement. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 30 days of the first date on which the Executive has knowledge of such conduct (the “Good Reason Notification Period”). The Executive shall further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Executive for Good Reason shall be effective on the day following the expiration of such cure period. Notwithstanding the foregoing:

(1) the Executive’s Total Direct Compensation (as defined below) for the twelve (12)-month period following the Effective Time shall be equal to, or greater than, the Executive’s Total Direct Compensation immediately prior to the Effective Time; provided, however, that in the event that Parent’s equity plans do not permit acceleration upon a termination of employment described in Section 3.2(a), then Parent may substitute cash compensation in lieu of equity compensation so long as such cash compensation has equivalent value to the value of the equity compensation that the Executive would receive upon full vesting either in accordance with its vesting terms or upon such a termination; and

(2) the provisions in subclause (1) in this Section 3.2(b)(iv) shall only become effective if the transactions contemplated by the Merger Agreement are consummated on or before the Outside Date.

(v)“Effective Time” has the meaning set forth in the Merger Agreement.

(vi)“Merger Agreement” means the Agreement and Plan of Merger, dated as of January 22, 2023, by and between Xylem Inc., an Indiana corporation, Fore Merger Sub, Inc., a Delaware corporation, and Holdings.

(vii)“Outside Date” has the meaning set forth in the Merger Agreement.

(viii)“Total Direct Compensation” means the Executive’s Base Salary, Target Annual Bonus Opportunity, and annual target long-term equity-based incentive opportunity.

(c)Section 409A. If the Executive is a “specified employee” for purposes of Section 409A, any Severance Amount required to be paid pursuant to Section 3.2 which is determined to be non-qualified deferred compensation that is subject to Section 409A shall commence on the day after the first to occur of (i) the day which is six months from the Termination Date and (ii) the date of the Executive’s death. For purposes of this Employment Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of the

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default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Employment Agreement shall be treated as a right to a series of separate payments.

3.3Exclusive Remedy. The foregoing payments and benefits continuation upon termination of the Executive’s employment shall constitute the exclusive severance payments and benefits continuation due the Executive upon a termination of his employment.

3.4Resignation from All Positions. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall resign, as of the date of such termination, from all positions he then holds as an officer, director, employee and member of the board of directors (and any committee thereof) of Holdings and its direct and indirect subsidiaries and affiliates (the “Company Group”). The Executive shall be required to execute such writings as are required to effectuate the foregoing.

3.5Cooperation. Following the termination of the Executive’s employment with the Company for any reason, the Executive shall reasonably cooperate with the Company upon reasonable request of the Board and be reasonably available to the Company (taking into account any other full-time employment of the Executive) with respect to matters arising out of the Executive’s services to the Company and its subsidiaries.

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Section 4.Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights.

4.1Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

4.2Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement, and in further consideration of the Executive’s exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for one year following the Executive’s Termination Date (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any business that is in competition with (a) the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b) the present services marketed, sold or provided by the Company

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to its customers and as such services may be improved and/or modified or (c) the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b) and (c) above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products. For the avoidance of doubt, Restricted Enterprise shall include, but not be limited to: Pentair, GE, Veolia, Suez Degremont, Nalco/Ecolab, Ovivo, Kurita, Alfa Laval, Pall, Organo, Andritz and Ashland’s former water technology unit. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

4.3Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) for employment any person who is, or within 3 months prior to the date of such solicitation was, an employee of any member of the Company Group; provided, however, that this Section 4.3 shall not apply to any individual who was an employee of the Company or Holdings immediately prior to the Effective Time and is terminated by Xylem Inc. (or any of its affiliates) on or after the Effective Time.

4.4Interference with Business Relationships. During the Restriction Period (other than in connection with carrying out his responsibilities for the Company Group), the Executive shall not directly or indirectly induce or solicit (or assist any Person to induce or solicit) any customer or client of any member of the Company Group to terminate its relationship or otherwise cease doing business in whole or in part with any member of the Company Group, or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between any member of the Company Group and any of their customers or clients so as to cause harm to any member of the Company Group.

4.5Extension of Restriction Period. The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

4.6Proprietary Rights. The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company Group (the “Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by a member of the Company Group, the Executive assigns and agrees to assign all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. are owned upon creation by the Company as the Executive’s employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executive’s employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Employment Agreement, the Executive has informed the Company in writing of any interest in

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any inventions or intellectual property rights that he holds as of the date hereof. If the Company is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document needed in connection with the actions described in this Section 4.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact to act for and on the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 4.6 with the same legal force and effect as if executed by the Executive.

4.7Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the Executive agrees not to disclose the terms of this Employment Agreement to any Person; provided the Executive may disclose this Employment Agreement and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys, so long as the Executive instructs every such Person to whom the Executive makes such disclosure not to disclose the terms of this Employment Agreement further. Any time after this Employment Agreement is filed with the Securities and Exchange Commission or any other government agency by the Company and becomes a public record, this provision shall no longer apply.

4.8Remedies. The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Company Group for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any portion of the Severance Amount paid by the Company to the Executive. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Section 4 are reasonable and necessary to protect the businesses of the Company Group because of the Executive’s access to Confidential Information and his material participation in the operation of such businesses. In the event that the Executive willfully and materially breaches any of the covenants set forth in this Section 4, then in addition to any injunctive relief, the Executive will promptly return to the Company any portion of the Severance Amount that the Company has paid to the Executive and the Executive shall not be entitled to any additional payments relating to the Severance Amount or any other benefits (including reimbursement for outplacement services) pursuant to Section 3 of this Employment Agreement.

Section 5.Representations. The Executive represents and warrants that (a) he is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his ability to enter into and fully perform his obligations under this Employment Agreement and (b) he is not otherwise unable to enter into and fully perform his obligations under this Employment Agreement.

Section 6.Non-Disparagement. During the Employment Period and following termination of the Executive’s employment with the Company, the Executive agrees not to make any statement, whether direct or indirect, whether true or false, that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company Group, any of its employees, officers, directors or stockholders.

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Section 7.Withholding. All amounts paid to the Executive under this Employment Agreement during or following the Employment Period shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely responsible for the payment of all taxes imposed on him relating to the payment or provision of any amounts or benefits hereunder.

Section 8.Miscellaneous.

8.1Indemnification. To the extent provided in the Company’s By-Laws and Certificate of Incorporation, the Company shall indemnify the Executive for losses or damages incurred by the Executive as a result of all causes of action arising from the Executive’s performance of duties for the benefit of the Company, whether or not the claim is asserted during the Employment Period. This indemnity shall not apply to the Executive’s acts of willful misconduct or gross negligence. The Executive shall be covered under any directors’ and officers’ insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company’s directors and other officers.

8.2Amendments and Waivers. This Employment Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided, that, the observance of any provision of this Employment Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Employment Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

8.3Assignment; Third-Party Beneficiaries. This Employment Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. Nothing in this Employment Agreement shall confer upon any Person not a party to this Employment Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Employment Agreement, except (a) the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive and (b) any member of the Company Group may enforce the provisions of Section 4. The Company is authorized to assign this Employment Agreement to a successor to substantially all of its assets.

8.4Notices. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Employment Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by (a) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt (b) e-mail (with electronic return receipt), (c) reputable commercial overnight delivery service courier, with confirmation of receipt or (d) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to Holdings or the Company:

Evoqua Water Technologies Corp.

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Evoqua Water Technologies LLC
210 Sixth Avenue
Suite 3300
Pittsburgh, PA 15222
Attn: General Counsel

If to the Executive:    Benedict J. Stas, at his principal office and e-mail address at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company.

All such notices, requests, consents and other communications shall be deemed to have been given when received. Either party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth.

8.5Governing Law. This Employment Agreement shall be construed and enforced in accordance with, and the laws of the State of New York hereto shall govern the rights and obligations of the parties, without giving effect to the conflicts of law principles thereof.

8.6Severability. Whenever possible, each provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Employment Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Employment Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

8.7Legal Fees. The Company shall reimburse the Executive for any costs and expenses (including, without limitation, attorneys’ fees) reasonably incurred by the Executive in disputing any issue arising under this Employment Agreement relating to the Executive’s termination of employment or in seeking to obtain or enforce any benefit or right provided by this Employment Agreement, regardless of the outcome of such dispute; provided that (a) the Executive has acted in good faith with respect to any such dispute, (b) the Executive will have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred, and (c) such reimbursements or in-kind benefits comply with the 409A Reimbursement Rules.

8.8Entire Agreement. During the Employment Period, this Employment Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof, including, without limitation, any offer letters addressed to the Executive and the Prior Agreement.

8.9Counterparts. This Employment Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

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8.10Survivorship. Upon the expiration or other termination of this Employment Agreement, the respective rights and obligations of the parties hereto, including, without limitation, with respect to the Executive’s obligations set forth in Section 4, shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Employment Agreement.

8.11Binding Effect. This Employment Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company.

8.12General Interpretive Principles. The name assigned this Employment Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. Any reference to a Section of the Internal Revenue Code of 1986, as amended, shall be deemed to include any successor to such Section.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

EVOQUA WATER TECHNOLOGIES LLC

By:     /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EVOQUA WATER TECHNOLOGIES CORP.

(solely for purposes of Sections 2.5 and 3.2 hereof)

By:     /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EXECUTIVE

/s/ Benedict J. Stas    

Benedict J. Stas

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EXHIBIT A

You should consult with an attorney before signing this release of claims.

Release of Claims

1.    In consideration of the payments and benefits to be made under the Second Amended and Restated Employment Agreement, dated as of [____________] (the “Employment Agreement”), to which Benedict J. Stas (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices)and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

(A)    rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement;

(B)    the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

(C)    claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

(D)    rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force;

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(E)    any matters which expressly survive the execution of this Release as set forth in the Employment Agreement, the terms and conditions of which are incorporated herein by reference; and

(F)    rights granted to Executive during his employment related to the grant or purchase of equity of Holdings (as defined in the Employment Agreement) or any other rights as a stockholder of Holdings.

2.    The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3.    This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4.    The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5.    The Executive acknowledges that he has been given but not utilized a period of [21/45] days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven days following (and not including) the date of execution, revoke this Release. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Severance Amount (as defined in the Employment Agreement), to provision of the Equity Acceleration (as defined in the Employment Agreement), and to the Benefits Continuation (as defined in the Employment Agreement), but the remainder of the Employment Agreement shall continue in full force.

6.    The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

7.    The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Release, and has been given a sufficient period within which to consider this Release.

8.    The Executive acknowledges that this Release relates only to claims that exist as of the date of this Release.

9.    The Executive acknowledges that the Severance Amount he is receiving in connection with this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

10.    Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full

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force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

11.    This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

12.    The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

13.    This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

14.    This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

15.    Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

[signature page follows]

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    IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of ____________________.

EVOQUA WATER TECHNOLOGIES LLC

By:    

    Name:

    Title:

EXECUTIVE

Name: Benedict J. Stas

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EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 7, 2023 (this “Employment Agreement”), by and between Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”), and Rodney Aulick (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for purposes of Sections 2.5 and 3.2 hereof, Evoqua Water Technologies Corp. (“Holdings”).

WHEREAS, the Parties previously entered into that certain Employment Agreement dated April 14, 2014 and amended on September 6, 2017 and again on June 22, 2018 (as amended, the “Prior Agreement”);

WHEREAS, the Parties desire to amend and restate the Prior Agreement in its entirety as set forth herein;

WHEREAS, the Company desires to continue to employ the Executive as Executive Vice President, Integrated Solutions & Services Segment President and wishes to be assured of his services on the terms and conditions hereinafter set forth; and

WHEREAS, the Executive desires to continue to be employed by the Company as Executive Vice President, Integrated Solutions & Services Segment President and to perform and to serve the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

Section 1.Employment.

1.1Term. As of the date hereof (the “Effective Date”), the Company shall employ the Executive, and the Executive hereby agrees to serve the Company on the terms and conditions set forth herein. The term of the Executive’s employment under this Employment Agreement will commence as of the Effective Date and end on April 14, 2023 (the “Employment Period”), unless terminated earlier pursuant to Section 3 hereof; provided, however, that the Employment Period will automatically be extended for a one-year period on April 14, 2023 (and on each anniversary of such date thereafter) (the “Renewal Period”), unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period (such non-extension, a “Non-Renewal”) (the Employment Period and each subsequent Renewal Period, if any, shall constitute the “Employment Period”, unless terminated earlier pursuant to Section 3 of this Employment Agreement).

1.2Duties. During the Employment Period, the Executive shall serve as Executive Vice President, Integrated Solutions & Services Segment President of the Company and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time, and shall report directly to the Chief Executive Officer. In his position of Executive Vice President, Integrated Solutions & Services Segment President, the Executive shall perform duties customary for the Executive Vice President, Integrated Solutions & Services Segment President of a company similar to the Company’s size and nature, plus such additional duties, consistent with the foregoing, as the Chief Executive Officer or his designee may reasonably assign.

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1.3Exclusivity. During the Employment Period, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company, shall faithfully serve the Company, and shall conform to and comply with the lawful and reasonable directions and instructions given to him by the Chief Executive Officer or his designee, consistent with Section 1.2 hereof. During the Employment Period, the Executive shall use his best efforts to promote and serve the interests of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit; provided, that the Executive may (a) serve any civic, charitable, educational or professional organization and (b) manage his personal investments, in each case so long as any such activities do not (x) violate the terms of this Employment Agreement (including Section 4) or (y) materially interfere with the Executive’s duties and responsibilities to the Company.

Section 2.Compensation.

2.1Salary. As compensation for the performance of the Executive’s services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $461,956, payable in accordance with the Company’s standard payroll policies (the “Base Salary”). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the board of directors of the Company (the “Board”) (or a committee thereof) in its discretion.

2.2Annual Bonus. For each fiscal year ending during the Employment Period, the Executive shall be eligible for potential awards of additional compensation (the “Annual Bonus”) to be based upon the achievement of one or more performance goals established by the Board or a committee thereof (the “Performance Targets”). The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executive’s target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 65% of Base Salary (the “Target Annual Bonus Opportunity”), with the actual Annual Bonus, if any, to be based on the Company’s actual performance relative to the Performance Targets. The Annual Bonus, if any, shall be paid within 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March 15th of the year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section 3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year. At the discretion of the Board or a committee thereof, the Annual Bonus may be paid in the form of cash or equity securities, which equity securities may be subject to vesting restrictions provided that (a) any such vesting period may not exceed the 15-month period following the end of the fiscal year to which the Annual Bonus relates and (b) the value of the equity securities awarded to the Executive in lieu of the Annual Bonus shall include a bonus premium equal to no less than 20% of the Annual Bonus.

2.3Employee Benefits. During the Employment Period, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other senior executives of the Company, and shall receive an annual perquisite allowance equal to $20,000, payable in equal installments on each payroll date during the Employment Period.

2.4Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as

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amended, and the regulations and guidance thereunder (“Section 409A”), any expense or reimbursement described in this Employment Agreement shall meet the following requirements: (a) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year; (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit; and (d) the reimbursement shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses (the “409A Reimbursement Rules”).

2.5Stock Option Exercise Period. Notwithstanding anything to the contrary in any award agreement governing any outstanding stock option held by the Executive as of the Effective Date (the “Outstanding Stock Options”): (a) Holdings hereby agrees that the post-termination exercise period applicable to such Outstanding Stock Options shall be one (1) year following the Executive’s Termination Date (as defined below); provided that in no event shall such period extend beyond the maximum term of the Outstanding Stock Option; and (b) the applicable award agreements governing such Outstanding Stock Options shall be deemed to be amended to provide for such one (1) year exercise period.

Section 3.Employment Termination.

3.1Termination of Employment. The Company may terminate the Executive’s employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Executive (other than in the event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Company (subject to the longer notice requirements in connection with a termination of employment by the Executive for Good Reason as set forth in Section 3.2(b)(iv)) (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”). Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.2), (c) unused vacation days paid out at the per-business-day Base Salary rate, (d) vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements and (e) any unreimbursed expenses in accordance with Section 2.4 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Company for Cause, then any Annual Bonus earned pursuant to Section 2.2 in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited. For all purposes under this Employment Agreement and any agreement related to stock or stock options purchased by or granted to the Executive, a termination of the Executive’s employment upon expiration of the Employment Period following a notice provided by the Company pursuant to Section 1.1 shall be treated as a termination by the Company other than for Cause.

3.2Certain Terminations.

(a)Termination by the Company other than for Cause, Death or Disability; Termination by the Company due to Non-Renewal; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if

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such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) and (B) collectively, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall become fully vested on the date the Release becomes effective (with any such awards that vest subject to performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). Regardless of when such termination occurs, the Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.4 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date.

(b)Definitions. For purposes of Section 3, the following terms have the following meanings:

(i)“Cause” shall mean the Executive’s having engaged in any of the following: (A) commission of an act which constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm to the business, standing or reputation of the Company or any of its affiliates, (B) gross negligence on the part of the Executive in the performance of his duties hereunder, (C) breach of his duty of loyalty or care to the Company, (D) other misconduct that is materially detrimental to the Company or any of its affiliates, or (E) ongoing and deliberate refusal or failure to perform the Executive’s duties as contemplated by this Employment Agreement or any other agreement with or for the benefit of the Company to which the Executive is a party or by which the Executive is bound, which in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Company written notice of such failure, provided that for the avoidance of doubt a failure to meet performance

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expectations shall not in of itself constitute Cause. If the Company terminates the Executive’s employment for Cause, the Company shall provide written notice to the Executive of that fact on or before the termination of employment. However, if, within 60 days following the termination, the Company first discovers facts that would have established “Cause” for termination, and those facts were not known by the Company at the time of the termination, then the Company may provide the Executive with written notice, including the facts establishing that the purported “Cause” was not known at the time of the termination, in which case the Executive’s termination of employment will be considered a for Cause termination under this Employment Agreement.

(ii) “Change in Control” has the meaning given to that term under the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan as in effect on the date hereof.

(iii) “Disability” shall mean the Executive is entitled to and has begun to receive long-term disability benefits under the long-term disability plan of the Company in which the Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental ill health, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days out of any 270 day consecutive day period.

(iv) “Good Reason” shall mean one of the following has occurred: (A) a material and adverse change in the Executive’s duties or responsibilities as an employee of the Company (which, for the avoidance of doubt, shall include a change in the Executive’s direct reporting relationship, following the acquisition of the Company by an acquiror in a strategic transaction, to anyone other than to the Chief Executive Officer of the ultimate parent entity of such acquiror (or if the acquiror does not have a parent, the acquiror) (the “Parent”)), (B) a relocation of the Executive’s principal place of employment without the Executive’s consent, or (C) a breach by the Company of a material term of this Employment Agreement. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 30 days of the first date on which the Executive has knowledge of such conduct (the “Good Reason Notification Period”). The Executive shall further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Executive for Good Reason shall be effective on the day following the expiration of such cure period. Notwithstanding the foregoing:

(1) the Executive may not claim Good Reason for either (x) failure to report to the Chief Executive Officer of the Parent or (y) a change in the Executive’s duties so long as the Executive continues to have a role that is substantially similar to that as in effect immediately prior to the Effective Time (as defined below), in either case during the 12-month period following the Effective Time (for purposes of clarity, this means that the Good Reason Notification Period for failure to report to the Chief Executive Officer of the Parent (and be entitled to the severance and other benefits provided hereunder) shall commence on the one-year anniversary of the Effective Time);

(2) the Executive’s Total Direct Compensation (as defined below) for the twelve (12)-month period following the Effective Time shall be equal to, or greater than, the Executive’s Total Direct Compensation immediately prior to the Effective Time; provided, however, that in the event that

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Parent’s equity plans do not permit acceleration upon a termination of employment described in Section 3.2(a), then Parent may substitute cash compensation in lieu of equity compensation so long as such cash compensation has equivalent value to the value of the equity compensation that the Executive would receive upon full vesting either in accordance with its vesting terms or upon such a termination; and

(3) the provisions in subclauses (1) and (2) in this Section 3.2(b)(iv) shall only become effective if the transactions contemplated by the Merger Agreement are consummated on or before the Outside Date.

(v)“Effective Time” has the meaning set forth in the Merger Agreement.

(vi)“Merger Agreement” means the Agreement and Plan of Merger, dated as of January 22, 2023, by and between Xylem Inc., an Indiana corporation, Fore Merger Sub, Inc., a Delaware corporation, and Holdings.

(vii)“Outside Date” has the meaning set forth in the Merger Agreement.

(viii) “Total Direct Compensation” means the Executive’s Base Salary, Target Annual Bonus Opportunity, and annual target long-term equity-based incentive opportunity.

(c)Section 409A. If the Executive is a “specified employee” for purposes of Section 409A, any Severance Amount required to be paid pursuant to Section 3.2 which is non-qualified deferred compensation that is subject to Section 409A shall commence on the day after the first to occur of (i) the day which is six months from the Termination Date and (ii) the date of the Executive’s death. For purposes of this Employment Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of the default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Employment Agreement shall be treated as a right to a series of separate payments.

3.3Exclusive Remedy. The foregoing payments and benefits continuation upon termination of the Executive’s employment shall constitute the exclusive severance payments and benefits continuation due the Executive upon a termination of his employment.

3.4Resignation from All Positions. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall resign, as of the date of such termination, from all positions he then holds as an officer, director, employee and member of the board of directors (and any committee thereof) of Holdings and its direct and indirect subsidiaries and affiliates (the “Company Group”). The Executive shall be required to execute such writings as are required to effectuate the foregoing.

3.5Cooperation. Following the termination of the Executive’s employment with the Company for any reason, the Executive shall reasonably cooperate with the Company upon reasonable request of the Board and be reasonably available to the Company (taking into account any other full-time employment of the Executive) with respect to matters arising out of the Executive’s services to the Company and its subsidiaries.

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Section 4.Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights.

4.1Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

4.2Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement, and in further consideration of the Executive’s exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for one year following the Executive’s Termination Date (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any business that is in competition with (a) the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b) the present services marketed, sold or provided by the Company

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to its customers and as such services may be improved and/or modified or (c) the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b) and (c) above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products. For the avoidance of doubt, Restricted Enterprise shall include, but not be limited to: Pentair, GE, Veolia, Suez Degremont, Nalco/Ecolab, Ovivo, Kurita, Alfa Laval, Pall, Organo, Andritz and Ashland’s former water technology unit. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

4.3Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) for employment any person who is, or within 12 months prior to the date of such solicitation was, an employee of any member of the Company Group; provided, however, that this Section 4.3 shall not apply to any individual who was an employee of the Company or Holdings immediately prior to the Effective Time and is terminated by Xylem Inc. (or any of its affiliates) on or after the Effective Time.

4.4Interference with Business Relationships. During the Restriction Period (other than in connection with carrying out his responsibilities for the Company Group), the Executive shall not directly or indirectly induce or solicit (or assist any Person to induce or solicit) any customer or client of any member of the Company Group to terminate its relationship or otherwise cease doing business in whole or in part with any member of the Company Group, or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between any member of the Company Group and any of their customers or clients so as to cause harm to any member of the Company Group.

4.5Extension of Restriction Period. The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

4.6Proprietary Rights. The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company Group (the “Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by a member of the Company Group, the Executive assigns and agrees to assign all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C § 101 et seq. are owned upon creation by the Company as the Executive’s employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executive’s employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Employment Agreement, the Executive has informed the Company in writing of any interest in

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any inventions or intellectual property rights that he holds as of the date hereof. If the Company is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document needed in connection with the actions described in this Section 4.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact to act for and on the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 4.6 with the same legal force and effect as if executed by the Executive.

4.7Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the Executive agrees not to disclose the terms of this Employment Agreement to any Person; provided the Executive may disclose this Employment Agreement and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys, so long as the Executive instructs every such Person to whom the Executive makes such disclosure not to disclose the terms of this Employment Agreement further. Any time after this Employment Agreement is filed with the Securities and Exchange Commission or any other government agency by the Company and becomes a public record, this provision shall no longer apply.

4.8Remedies. The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Company Group for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any portion of the Severance Amount paid by the Company to the Executive. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Section 4 are reasonable and necessary to protect the businesses of the Company Group because of the Executive’s access to Confidential Information and his material participation in the operation of such businesses. In the event that the Executive willfully and materially breaches any of the covenants set forth in this Section 4, then in addition to any injunctive relief, the Executive will promptly return to the Company any portion of the Severance Amount that the Company has paid to the Executive.

Section 5.Representations. The Executive represents and warrants that (a) he is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his ability to enter into and fully perform his obligations under this Employment Agreement and (b) he is not otherwise unable to enter into and fully perform his obligations under this Employment Agreement.

Section 6.Non-Disparagement. From and after the Effective Date and following termination of the Executive’s employment with the Company, the Executive agrees not to make any statement, whether direct or indirect, whether true or false, that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company Group, any of its employees, officers, directors or stockholders.

Section 7.Withholding. All amounts paid to the Executive under this Employment Agreement during or following the Employment Period shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely responsible for the

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payment of all taxes imposed on him relating to the payment or provision of any amounts or benefits hereunder.

Section 8.Miscellaneous.

8.1Indemnification. To the extent provided in the Company’s By-Laws and Certificate of Incorporation, the Company shall indemnify the Executive for losses or damages incurred by the Executive as a result of all causes of action arising from the Executive’s performance of duties for the benefit of the Company, whether or not the claim is asserted during the Employment Period. This indemnity shall not apply to the Executive’s acts of willful misconduct or gross negligence. The Executive shall be covered under any directors’ and officers’ insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company’s directors and other officers.

8.2Amendments and Waivers. This Employment Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided, that, the observance of any provision of this Employment Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Employment Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

8.3Assignment; Third-Party Beneficiaries. This Employment Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. Nothing in this Employment Agreement shall confer upon any Person not a party to this Employment Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Employment Agreement, except (a) the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of death of the Executive and (b) any member of the Company Group may enforce the provisions of Section 4. The Company is authorized to assign this Employment Agreement to a successor to substantially all of its assets.

8.4Notices. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Employment Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by (a) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt (b) e-mail (with electronic return receipt), (c) reputable commercial overnight delivery service courier, with confirmation of receipt or (d) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to the Company:

Evoqua Water Technologies LLC
210 Sixth Avenue
Suite 3300

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Pittsburgh, PA 15222
Attn: Executive Vice President, General Counsel

with a copy to:

Jones Day
500 Grant Street

Suite 4500

Pittsburgh, PA 15219-2514
Attention: Amy I. Pandit
e-mail: apandit@jonesday.com

If to the Executive:    Rodney Aulick, at his principal office and e-mail address at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company.

All such notices, requests, consents and other communications shall be deemed to have been given when received. Either party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth.

8.5Governing Law. This Employment Agreement shall be construed and enforced in accordance with, and the laws of the State of New York hereto shall govern the rights and obligations of the parties, without giving effect to the conflicts of law principles thereof.

8.6Severability. Whenever possible, each provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Employment Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Employment Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

8.7Legal Fees. The Company shall reimburse the Executive for any costs and expenses (including, without limitation, attorneys’ fees) reasonably incurred by the Executive in disputing any issue arising under this Employment Agreement relating to the Executive’s termination of employment or in seeking to obtain or enforce any benefit or right provided by this Employment Agreement, regardless of the outcome of such dispute; provided that (a) the Executive has acted in good faith with respect to any such dispute, (b) the Executive will have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred, and (c) such reimbursements or in-kind benefits comply with the 409A Reimbursement Rules.

8.8Entire Agreement. From and after the Effective Date, this Employment Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior

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representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof.

8.9Counterparts. This Employment Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

8.10Survivorship. Upon the expiration or other termination of this Employment Agreement, the respective rights and obligations of the parties hereto, including, without limitation, with respect to the Executive’s obligations set forth in Section 4, shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Employment Agreement.

8.11Binding Effect. This Employment Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company.

8.12General Interpretive Principles. The name assigned this Employment Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. Any reference to a Section of the Internal Revenue Code of 1986, as amended, shall be deemed to include any successor to such Section.

[signature page follows]

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EXECUTION VERSION

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

EVOQUA WATER TECHNOLOGIES LLC

By:    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EVOQUA WATER TECHNOLOGIES CORP.

(solely for purposes of Sections 2.5 and 3.2 hereof)

By:    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EXECUTIVE

/s/ Rodney Aulick    
Rodney Aulick

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EXECUTION VERSION

EXHIBIT A

You should consult with an attorney before signing this release of claims.

Release of Claims

1.    In consideration of the payments and benefits to be made under the Amended and Restated Employment Agreement, dated as of [____________] (the “Employment Agreement”), to which Rodney Aulick (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices)and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

(A)    rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement;

(B)    the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

(C)    claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

(D)    rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force;

(E)    any matters which expressly survive the execution of this Release as set forth in the Employment Agreement, the terms and conditions of which are incorporated herein by reference; and

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(F)    rights granted to Executive during his employment related to the grant or purchase of equity of Holdings (as defined in the Employment Agreement) or any other rights as a stockholder of Holdings.

2.    The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3.    This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4.    The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5.    The Executive acknowledges that he has been given but not utilized a period of [21/45] days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven days following (and not including) the date of execution, revoke this Release. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Severance Amount (as defined in the Employment Agreement), the provision of the Equity Acceleration (as defined in the Employment Agreement), and the Benefits Continuation (as defined in the Employment Agreement), but the remainder of the Employment Agreement shall continue in full force.

6.    The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

7.    The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Release, and has been given a sufficient period within which to consider this Release.

8.    The Executive acknowledges that this Release relates only to claims that exist as of the date of this Release.

9.    The Executive acknowledges that the Severance Amount he is receiving in connection with this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

10.    Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

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11.    This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

12.    The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

13.    This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

14.    This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

15.    Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of Georgia without giving effect to the conflicts of law principles thereof.

[signature page follows]

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EXECUTION VERSION

    IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of ____________________.

EVOQUA WATER TECHNOLOGIES LLC

By:    

    Name:

    Title:

EXECUTIVE

By:    

    Name: Rodney Aulick

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EX-10.4

EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 7, 2023 (this “Employment Agreement”), by and between Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”), and Hervé Fages (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for purposes of Sections 2.5 and 3.2 hereof, Evoqua Water Technologies Corp. (“Holdings”).

WHEREAS, the Parties previously entered into that certain Employment Agreement dated January 31, 2019 (the “Prior Agreement”);

WHEREAS, the Parties desire to amend and restate the Prior Agreement in its entirety as set forth herein;

WHEREAS, the Company desires to continue to employ the Executive as Executive Vice President, Applied Product Technologies Segment President of the Company and wishes to be assured of his continued services on the terms and conditions hereinafter set forth; and

WHEREAS, the Executive desires to continue to be employed by the Company as the Executive Vice President, Applied Product Technologies Segment President of the Company and to perform and to serve the Company and Holdings on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

Section 1.Employment.

1.1Term. As of the date hereof (the “Effective Date”), the Company shall employ the Executive, and the Executive hereby agrees to serve the Company on the terms and conditions set forth herein. The term of the Executive’s employment under this Employment Agreement will commence as of the Effective Date and end on January 31, 2024 (the “Employment Period”), unless terminated earlier pursuant to Section 3 hereof; provided, however, that the Employment Period will automatically be extended for a one-year period on January 31, 2024 (and on each anniversary of such date thereafter) (the “Renewal Period”), unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period (such non-extension, a “Non-Renewal”) (the Employment Period and each subsequent Renewal Period, if any, shall constitute the “Employment Period”, unless terminated earlier pursuant to Section 3 of this Employment Agreement). Notwithstanding any other provision in this Agreement, the Company may, at any time and in its sole discretion, terminate this Agreement without further obligations to the Executive if Executive’s former employer, Honeywell (or any of its affiliates) (“Former Employer”) seeks to enforce any non-compete and/or confidentiality provisions contained in the Executive’s Employment Agreement with Former Employer against the Executive and/or the Company (a “Former Employer Claim”).

1.2Duties. During the Employment Period, the Executive shall serve as Executive Vice President, Applied Product Technologies Segment President of the Company, and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time, and shall report directly to the Chief Executive Officer. In his position of Executive Vice President, Applied Product Technologies Segment President, the Executive shall perform duties customary for the Executive Vice President, Applied Product Technologies Segment President of a company similar to the Company’s size

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and nature, plus such additional duties, consistent with the foregoing, as the Chief Executive Officer or his designee may reasonably assign.

1.3Exclusivity. During the Employment Period, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company, shall faithfully serve the Company, and shall conform to and comply with the lawful and reasonable directions and instructions given to him by the Chief Executive Officer (the “CEO”), consistent with Section 1.2 hereof. During the Employment Period, the Executive shall use his best efforts to promote and serve the interests of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit; provided, that the Executive may (a) serve any civic, charitable, educational or professional organization, and (b) manage his personal investments, in each case so long as any such activities do not (x) violate the terms of this Employment Agreement (including Section 4) or (y) materially interfere with the Executive’s duties and responsibilities to the Company as deemed appropriate by the Company’s CEO.

Section 2.Compensation.

2.1Salary. As compensation for the performance of the Executive’s services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $479,041, payable in accordance with the Company’s standard payroll policies (the “Base Salary”). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the board of directors of the Company (the “Board”) (or a committee thereof) in its discretion.

2.2Annual Bonus. For each fiscal year ending during the Employment Period, the Executive shall be eligible for potential awards of additional compensation (the “Annual Bonus”) to be based upon the achievement of one or more performance goals established by the Board or a committee thereof (the “Performance Targets”). The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executive’s target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 65% of Base Salary (the “Target Annual Bonus Opportunity”), with the actual Annual Bonus, if any, to be based on the Company’s actual performance relative to the Performance Targets. The Annual Bonus, if any, shall be paid within 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March 15th of the year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section 3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year. At the discretion of the Board or a committee thereof, the Annual Bonus may be paid in the form of cash or equity securities, which equity securities may be subject to vesting restrictions provided: (a) any vesting period may not exceed 15 months from the end of the relevant fiscal year, and (b) the Executive shall be entitled to a bonus premium of not less than 20% of the Annual Bonus.

2.3Employee Benefits. During the Employment Period, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other executives of the Company. During the Employment Period, the Executive will be eligible for Paid Time Off under the companies self-managed time off policy.

2.4Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the Company. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a

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“deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section 409A”), any expense or reimbursement described in this Employment Agreement shall meet the following requirements: (a) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year, (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit, and (d) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses (the “409A Reimbursement Rules”).

2.5Stock Option Exercise Period. Notwithstanding anything to the contrary in any award agreement governing any outstanding stock option held by the Executive as of the Effective Date (the “Outstanding Stock Options”): (a) Holdings hereby agrees that the post-termination exercise period applicable to such Outstanding Stock Options shall be one (1) year following the Executive’s Termination Date (as defined below); provided that in no event shall such period extend beyond the maximum term of the Outstanding Stock Option; and (b) the applicable award agreements governing such Outstanding Stock Options shall be deemed to be amended to provide for such one (1) year exercise period.

Section 3.Employment Termination.

3.1Termination of Employment. The Company may terminate the Executive’s employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Executive (other than in the event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Company (subject, in each case, to the longer notice requirements in connection with a termination of employment by the Executive for Good Reason as set forth in Section 3.2(b)(iv)) (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”). Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.2), (c) unused vacation, if any, days paid out at the per-business-day Base Salary rate, (d) vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements and (e) any unreimbursed expenses in accordance with Section 2.4 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Company for Cause, then any Annual Bonus earned pursuant to Section 2.2 in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited. For all purposes under this Employment Agreement and any agreement related to stock or stock options purchased by or granted to the Executive, a termination of the Executive’s employment upon expiration of the Employment Period following a notice provided by the Company pursuant to Section 1.1 shall be treated as a termination by the Company other than for Cause.

3.2Certain Terminations.

(a)Termination by the Company other than for Cause, Death or Disability; Termination by the Company due to Non-Renewal; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company other than following a Former Employer Claim, (iii) by

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the Company due to a Non-Renewal, or (iv) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) and (B), collectively, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall become fully vested on the date the Release becomes effective (with any such awards that vest subject to performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date, and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). Regardless of when such termination occurs, the Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.4 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement, and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date.

(b)Definitions. For purposes of Section 3, the following terms have the following meanings:

(i)“Cause” shall mean the Executive’s having engaged in any of the following: (A) commission of an act which constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm to the business, standing or reputation of the Company or any of its affiliates, (B) gross negligence on the part of the Executive in the performance of his duties hereunder, (C) breach of his duty of loyalty or care to the Company, (D) other misconduct that is materially detrimental to the Company or any of its affiliates, or (E) ongoing and deliberate refusal or failure to perform the Executive’s duties as contemplated by this Employment Agreement or any other agreement with or for the benefit of the Company to which the Executive is a party or by which the Executive is bound, which in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Company written

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notice of such failure, provided that for the avoidance of doubt a failure to meet performance expectations shall not in of itself constitute Cause. If the Company terminates the Executive’s employment for Cause, the Company shall provide written notice to the Executive of that fact on or before the termination of employment. However, if, within 60 days following the termination, the Company first discovers facts that would have established “Cause” for termination, and those facts were not known by the Company at the time of the termination, then the Company may provide the Executive with written notice, including the facts establishing that the purported “Cause” was not known at the time of the termination, in which case the Executive’s termination of employment will be considered a for Cause termination under this Employment Agreement.

(ii)“Change in Control” has the meaning given to that term under the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan as in effect on the date hereof.

(iii)“Disability” shall mean the Executive is entitled to and has begun to receive long-term disability benefits under the long-term disability plan of the Company in which the Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental ill health, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days out of any 270 day consecutive day period.

(iv)“Good Reason” shall mean one of the following has occurred: (A) a material and adverse change in the Executive’s duties or responsibilities as an employee of the Company (which, for the avoidance of doubt, shall include a change in the Executive’s direct reporting relationship, following the acquisition of the Company by an acquiror in a strategic transaction, to anyone other than to the Chief Executive Officer of the ultimate parent entity of such acquiror (or if the acquiror does not have a parent, the acquiror) (the “Parent”)); (B) a relocation of the Executive’s principal place of employment without the Executive’s consent; or (C) a breach by the Company of a material term of this Employment Agreement. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 30 days of the first date on which the Executive has knowledge of such conduct (the “Good Reason Notification Period”). The Executive shall further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Executive for Good Reason shall be effective on the day following the expiration of such cure period. Notwithstanding the foregoing:

(1) the Executive may not claim Good Reason for either (x) failure to report to the Chief Executive Officer of the Parent or (y) a change in the Executive’s duties so long as the Executive continues to have a role that is substantially similar to that as in effect immediately prior to the Effective Time (as defined below), in either case during the 12-month period following the Effective Time (for purposes of clarity, this means that the Good Reason Notification Period for failure to report to the Chief Executive Officer of the Parent (and be entitled to the severance and other benefits provided hereunder) shall commence on the one-year anniversary of the Effective Time);

(2) the Executive’s Total Direct Compensation (as defined below) for the twelve (12)-month period following the Effective Time shall be equal to, or greater than, the Executive’s Total Direct Compensation immediately prior to the Effective Time; provided, however, that in the event that Parent’s equity plans do not permit acceleration upon a termination of employment described in Section 3.2(a), then Parent may substitute cash compensation in

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lieu of equity compensation so long as such cash compensation has equivalent value to the value of the equity compensation that the Executive would receive upon full vesting either in accordance with its vesting terms or upon such a termination; and

(3) the provisions in subclauses (1) and (2) in this Section 3.2(b)(iv) shall only become effective if the transactions contemplated by the Merger Agreement are consummated on or before the Outside Date.

(v)“Effective Time” has the meaning set forth in the Merger Agreement.

(vi)“Merger Agreement” means the Agreement and Plan of Merger, dated as of January 22, 2023, by and between Xylem Inc., an Indiana corporation, Fore Merger Sub, Inc., a Delaware corporation, and Holdings.

(vii)“Outside Date” has the meaning set forth in the Merger Agreement.

(viii)“Total Direct Compensation” means the Executive’s Base Salary, Target Annual Bonus Opportunity, and annual target long-term equity-based incentive opportunity.

(c)Section 409A. If the Executive is a “specified employee” for purposes of Section 409A, any Severance Amount required to be paid pursuant to Section 3.2 which is non-qualified deferred compensation that is subject to Section 409A shall commence on the day after the first to occur of (i) the day which is six months from the Termination Date, and (ii) the date of the Executive’s death. For purposes of this Employment Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of the default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Employment Agreement shall be treated as a right to a series of separate payments.

3.3Exclusive Remedy. The foregoing payments and benefits continuation upon termination of the Executive’s employment shall constitute the exclusive severance payments and benefits continuation due the Executive upon a termination of his employment.

3.4Resignation from All Positions. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall resign, as of the date of such termination, from all positions he then holds as an officer, director, employee and member of the board of directors (and any committee thereof) of Holdings and its direct and indirect subsidiaries and affiliates (the “Company Group”). The Executive shall be required to execute such writings as are required to effectuate the foregoing, but the Executive shall be treated for all purposes as having so resigned upon termination of the Executive’s employment, regardless of when or whether the Executive executes any such documentation.

3.5Cooperation. Following the termination of the Executive’s employment with the Company for any reason, the Executive shall reasonably cooperate with the Company upon reasonable request of the Board and be reasonably available to the Company (taking into account any other full-time employment of the Executive) with respect to matters arising out of the Executive’s services to the Company and its subsidiaries, and the Company shall reimburse the Executive for any expenses reasonably incurred by the Executive in providing any assistance to the Company pursuant to this Section 3.5, including attorneys’ fees.

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Section 4.Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights.

4.1Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

4.2Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement, and in further consideration of the Executive’s exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for the two year period following the Executive’s Termination Date (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any business that is in competition with (a) the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b) the present services marketed, sold or provided by the Company

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to its customers and as such services may be improved and/or modified or (c) the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b) and (c) above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products. For the avoidance of doubt, Restricted Enterprise shall include, but not be limited to: Pentair, GE, Veolia, Suez Degremont, Nalco/Ecolab, Ovivo, Kurita, Alfa Laval, Pall, Organo, Andritz and Ashland’s former water technology unit. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

4.3Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) for employment any person who is, or within 12 months prior to the date of such solicitation was, an employee of any member of the Company Group; provided, however, that this Section 4.3 shall not apply to any individual who was an employee of the Company or Holdings immediately prior to the Effective Time and is terminated by Xylem Inc. (or any of its affiliates) on or after the Effective Time.

4.4Interference with Business Relationships. During the Restriction Period (other than in connection with carrying out his responsibilities for the Company Group), the Executive shall not directly or indirectly induce or solicit (or assist any Person to induce or solicit) any customer or client of any member of the Company Group to terminate its relationship or otherwise cease doing business in whole or in part with any member of the Company Group, or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between any member of the Company Group and any of their customers or clients so as to cause harm to any member of the Company Group.

4.5Extension of Restriction Period. The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

4.6Proprietary Rights. The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company Group (the “Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by a member of the Company Group, the Executive assigns and agrees to assign all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C § 101 et seq. are owned upon creation by the Company as the Executive’s employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executive’s employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Employment Agreement, the Executive has informed the Company in writing of any interest in

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any inventions or intellectual property rights that he holds as of the date hereof. If the Company is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document needed in connection with the actions described in this Section 4.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact to act for and on the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 4.6 with the same legal force and effect as if executed by the Executive.

4.7Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the Executive agrees not to disclose the terms of this Employment Agreement to any Person; provided the Executive may disclose this Employment Agreement and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys, so long as the Executive instructs every such Person to whom the Executive makes such disclosure not to disclose the terms of this Employment Agreement further. Any time after this Employment Agreement is filed with the Securities and Exchange Commission or any other government agency by the Company and becomes a public record, this provision shall no longer apply.

4.8Remedies. The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Company Group for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any portion of the Severance Amount paid by the Company to the Executive. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Section 4 are reasonable and necessary to protect the businesses of the Company Group because of the Executive’s access to Confidential Information and his material participation in the operation of such businesses. In the event that the Executive willfully and materially breaches any of the covenants set forth in this Section 4, then in addition to any injunctive relief, the Executive will promptly return to the Company any portion of the Severance Amount that the Company has paid to the Executive.

Section 5.Representations. The Executive represents and warrants that (a) he is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his ability to enter into and fully perform his obligations under this Employment Agreement and (b) he is not otherwise unable to enter into and fully perform his obligations under this Employment Agreement.

Section 6.Non-Disparagement. From and after the Effective Date and following termination of the Executive’s employment with the Company, the Executive agrees not to make any statement, whether direct or indirect, whether true or false, that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company Group, any of its employees, officers, directors or stockholders.

Section 7.Withholding. All amounts paid to the Executive under this Employment Agreement during or following the Employment Period shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely responsible for the

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payment of all taxes imposed on him relating to the payment or provision of any amounts or benefits hereunder.

Section 8.Miscellaneous.

8.1Indemnification. To the extent provided in the Company’s By-Laws and Certificate of Incorporation, the Company shall indemnify the Executive for losses or damages incurred by the Executive as a result of all causes of action arising from the Executive’s performance of duties for the benefit of the Company, whether or not the claim is asserted during the Employment Period. This indemnity shall not apply to the Executive’s acts of willful misconduct or gross negligence. The Executive shall be covered under any directors’ and officers’ insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company’s directors and other officers.

8.2Amendments and Waivers. This Employment Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided, that, the observance of any provision of this Employment Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Employment Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

8.3Assignment; Third-Party Beneficiaries. This Employment Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. Nothing in this Employment Agreement shall confer upon any Person not a party to this Employment Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Employment Agreement, except (a) the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive and (b) any member of the Company Group may enforce the provisions of Section 4. The Company is authorized to assign this Employment Agreement to a successor to substantially all of its assets.

8.4Notices. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Employment Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by (a) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt (b) e-mail (with electronic return receipt), (c) reputable commercial overnight delivery service courier, with confirmation of receipt or (d) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to the Company:

Evoqua Water Technologies LLC
210 Sixth Avenue
Suite 3300
Pittsburgh, PA 15222
Attn: Executive Vice President & Chief Human Resources Officer

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with a copy to:

Executive Vice President, General Counsel

If to the Executive:

Hervé Fages, at his principal office and e-mail address at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company.

All such notices, requests, consents and other communications shall be deemed to have been given when received. Either party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth.

8.5Governing Law. This Employment Agreement shall be construed and enforced in accordance with, and the laws of the Commonwealth of Pennsylvania hereto shall govern the rights and obligations of the parties, without giving effect to the conflicts of law principles thereof.

8.6Severability. Whenever possible, each provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Employment Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Employment Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

8.7Legal Fees. The Company shall reimburse the Executive for any costs and expenses (including, without limitation, attorneys’ fees) reasonably incurred by the Executive in disputing any issue arising under this Employment Agreement relating to the Executive’s termination of employment or in seeking to obtain or enforce any benefit or right provided by this Employment Agreement, regardless of the outcome of such dispute; provided that (a) the Executive has acted in good faith with respect to any such dispute, (b) the Executive will have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred, and (c) such reimbursements or in-kind benefits comply with the 409A Reimbursement Rules.

8.8Entire Agreement. From and after the Effective Date, this Employment Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof.

8.9Counterparts. This Employment Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

8.10Survivorship. Upon the expiration or other termination of this Employment Agreement, the respective rights and obligations of the parties hereto, including, without

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limitation, with respect to the Executive’s obligations set forth in Section 4, shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Employment Agreement.

8.11Binding Effect. This Employment Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company.

8.12General Interpretive Principles. The name assigned this Employment Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. Any reference to a Section of the Internal Revenue Code of 1986, as amended, shall be deemed to include any successor to such Section.

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

EVOQUA WATER TECHNOLOGIES LLC

By:    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EVOQUA WATER TECHNOLOGIES CORP.

(solely for purposes of Sections 2.5 and 3.2 hereof)

By    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EXECUTIVE

/s/ Hervé Fages    

Hervé Fages

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EXHIBIT A

You should consult with an attorney before signing this release of claims.

Release of Claims

1.    In consideration of the payments and benefits to be made under the Amended and Restated Employment Agreement, dated as of [____________] (the “Employment Agreement”), to which Hervé Fages (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Evoqua (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices)and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

(A)    rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement;

(B)    the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

(C)    claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

(D)    rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force;

(E)    any matters which expressly survive the execution of this Release as set forth in the Employment Agreement, the terms and conditions of which are incorporated herein by reference; and

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(F)    rights granted to Executive during his employment related to the grant or purchase of equity of Evoqua (as defined in the Employment Agreement) or any other rights as a stockholder of Holdings.

2.    The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3.    This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4.    The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5.    The Executive acknowledges that he has been given but not utilized a period of [21/45] days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven days following (and not including) the date of execution, revoke this Release. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Severance Amount (as defined in the Employment Agreement), the provision of the Equity Acceleration (as defined in the Employment Agreement), and the Benefits Continuation (as defined in the Employment Agreement), but the remainder of the Employment Agreement shall continue in full force.

6.    The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

7.    The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Release, and has been given a sufficient period within which to consider this Release.

8.    The Executive acknowledges that this Release relates only to claims that exist as of the date of this Release.

9.    The Executive acknowledges that the Severance Amount he is receiving in connection with this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

10.    Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

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11.    This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

12.    The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

13.    This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

14.    This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

15.    Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

w[signature page follows]

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    IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of ____________________.

EVOQUA WATER TECHNOLOGIES LLC

By:    

    Name: Anthony J. Webster

    Title: VP & Chief Human Resources Officer

EXECUTIVE

By    

    Name: Hervé Fages

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EX-10.5

EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 7, 2023 (this “Employment Agreement”), by and between Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”), and Vincent Grieco (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for the purposes of Sections 2.6 and 3.2 hereof, Evoqua Water Technologies Corp. (“Holdings”).

WHEREAS, the Parties previously entered into that certain Employment Agreement dated September 6, 2017 and amended on June 22, 2018 (as amended, the “Prior Agreement”);

WHEREAS, the Parties desire to amend and restate the Prior Agreement in its entirety as set forth herein;

WHEREAS, the Company desires to continue to employ the Executive as Executive Vice President, General Counsel and Secretary of the Company and wishes to be assured of his continued services on the terms and conditions hereinafter set forth; and

WHEREAS, the Executive desires to continue to be employed by the Company as Executive Vice President, General Counsel and Secretary and to continue to perform and to serve the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

Section 1.Employment.

1.1Term. As of the date hereof (the “Effective Date”), the Company shall continue to employ the Executive, and the Executive hereby agrees to serve the Company on the terms and conditions set forth herein. The term of the Executive’s employment under this Employment Agreement will commence as of the Effective Date and end on September 6, 2023 (the “Employment Period”), unless terminated earlier pursuant to Section 3 hereof; provided, however, that the Employment Period will automatically be extended for a one-year period on September 6, 2023 (and on each anniversary of such date thereafter) (the “Renewal Period”), unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period (such non-extension, a “Non-Renewal”) (the Employment Period and each subsequent Renewal Period, if any, shall constitute the “Employment Period”, unless terminated earlier pursuant to Section 3 of this Employment Agreement).

1.2Duties. During the Employment Period, the Executive shall serve as Executive Vice President, General Counsel and Secretary of the Company, and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time, and shall report directly to Chief Executive Officer. In his position of Executive Vice President, General Counsel and Secretary, the Executive shall perform duties customary for the Executive Vice President, General Counsel and Secretary of a company similar to the Company’s size and nature, plus such additional duties, consistent with the foregoing, as the Chief Executive Officer or his designee may reasonably assign.

1.3Exclusivity. During the Employment Period, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company, shall faithfully serve the Company, and shall conform to and comply with the lawful and

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reasonable directions and instructions given to him by the Chief Executive Officer, consistent with Section 1.2 hereof. During the Employment Period, the Executive shall use his best efforts to promote and serve the interests of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit; provided, that the Executive may (a) serve any civic, charitable, educational or professional organization, (b) manage his personal investments and (c) serve on the board of directors of one other for-profit enterprise, in each case so long as any such activities do not (x) violate the terms of this Employment Agreement (including Section 4) or (y) materially interfere with the Executive’s duties and responsibilities to the Company.

Section 2.Compensation.

1.1Salary. As compensation for the performance of the Executive’s services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $409,115, payable in accordance with the Company’s standard payroll policies (the “Base Salary”). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the board of directors of the Company (the “Board”) (or a committee thereof) in its discretion.

1.2Annual Bonus. For each fiscal year ending during the Employment Period, the Executive shall be eligible for potential awards of additional compensation (the “Annual Bonus”) to be based upon the achievement of one or more performance goals established by the Board or a committee thereof (the “Performance Targets”). The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executive’s target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 60% of Base Salary (the “Target Annual Bonus Opportunity”), with the actual Annual Bonus, if any, to be based on the Company’s actual performance relative to the Performance Targets. The Annual Bonus, if any, shall be paid within 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March 15th of the year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section 3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year. At the discretion of the Board or a committee thereof, the Annual Bonus may be paid in the form of cash or equity securities, which equity securities may be subject to vesting restrictions provided that (a) any such vesting period may not exceed the 15-month period following the end of the fiscal year to which the Annual Bonus relates and (b) the value of the equity securities awarded to the Executive in lieu of the Annual Bonus shall include a bonus premium equal to no less than 20% of the Annual Bonus.

1.3Stockholders’ Agreement and Registration Rights Agreement. With respect to each of the Second Amended and Restated Stockholders’ Agreement among Holdings and certain other parties dated as of December 11, 2014 (the “Stockholders’ Agreement”), and the First Amended and Restated Registration Rights Agreement among Holdings and certain other parties dated as of December 11, 2014 (the “Registration Rights Agreement”), to which the Executive is a party:

(a)Stockholders’ Agreement Tag-Along and Drag-Along Rights. Notwithstanding anything to the contrary in the Stockholders’ Agreement, Holdings acknowledges and agrees that in connection with any transaction described in Section 2.3 or 2.4 of the Stockholders’ Agreement, the Executive shall not be required to sign any agreement that subjects the Executive to non-competition or non-solicitation obligations that have a duration or scope in excess of the duration or scope of the Executive’s non-competition and non-solicitation obligations under this Employment Agreement.

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(b)Registration Rights Agreement Tag-Along Rights. Holdings agrees that the last paragraph of Section 2.3(a) of Registration Rights Agreement (which begins with the phrase, “Notwithstanding anything in this Section 2.3(a) to the contrary”) shall not apply to the Executive, other than in connection with an “IPO” (as defined in the Registration Rights Agreement).

(c)Registration Rights Agreement Form S-8 Registration Statement. Holdings agrees that following an IPO, Holdings shall register a number of shares equal to the number of then-outstanding options granted under the Company’s Stock Option Plan pursuant to one or more registration statements on Form S-8, provided, that, the Executive agrees and acknowledges that notwithstanding the registration of any of the shares underlying the Executive’s outstanding options, the Executive shall remain subject to the Restricted Period (as defined in Section 2.7 of the Registration Rights Agreement), and to any agreed upon lock-up arrangement, in each case, with respect to any such shares registered on Form S-8.

(d)Surviving Terms. Other than as set forth in this Section 2.3, the terms of the Stockholders’ Agreement and the Registration Rights Agreement insofar as either relates to the Executive shall remain in full force and effect. In the event of a conflict between, on the one hand, this Employment Agreement, and, on the other hand, the Stockholders’ Agreement or the Registration Rights Agreement, the terms of this Employment Agreement shall prevail.

1.4Employee Benefits. During the Employment Period, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other executives of the Company. During the Employment Period, the Executive will be eligible for Paid Time Off (“PTO”) per the Company’s PTO policy at 25 days per calendar year.

1.5Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section 409A”), any expense or reimbursement described in this Employment Agreement shall meet the following requirements: (a) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year, (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit, and (d) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses (the “409A Reimbursement Rules”).

1.6Stock Option Exercise Period. Notwithstanding anything to the contrary in any award agreement governing any outstanding stock option held by the Executive as of the Effective Date (the “Outstanding Stock Options”): (a) Holdings hereby agrees that the post-termination exercise period applicable to such Outstanding Stock Options shall be one (1) year following the Executive’s Termination Date (as defined below); provided that in no event shall such period extend beyond the maximum term of the Outstanding Stock Option; and (b) the

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applicable award agreements governing such Outstanding Stock Options shall be deemed to be amended to provide for such one (1) year exercise period.

Section 3.Employment Termination.

1.1Termination of Employment. The Company may terminate the Executive’s employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Executive (other than in the event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Company (subject, in each case, to the longer notice requirements in connection with a termination of employment by the Executive for Good Reason as set forth in Section 3.2(b)(iv)) (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”). Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.2), (c) unused vacation days paid out at the per-business-day Base Salary rate, (d) vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements and (e) any unreimbursed expenses in accordance with Section 2.5 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Company for Cause, then any Annual Bonus earned pursuant to Section 2.2 in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited. For all purposes under this Employment Agreement and any agreement related to stock or stock options purchased by or granted to the Executive, a termination of the Executive’s employment upon expiration of the Employment Period following a notice provided by the Company pursuant to Section 1.1 shall be treated as a termination by the Company other than for Cause.

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1.2Certain Terminations.

(a)Termination by the Company other than for Cause, Death or Disability; Termination by the Company due to Non-Renewal; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) and (B), collectively, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall become fully vested on the date the Release becomes effective (with any such awards that vest subject to performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date, and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). Regardless of when such termination occurs, the Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration, and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement, and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date.

(b)Definitions. For purposes of Section 3, the following terms have the following meanings:

(i)“Cause” shall mean the Executive’s having engaged in any of the following: (A) commission of an act which constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm to the business, standing or reputation of the Company or any of its affiliates, (B) gross negligence on the part of the Executive in the performance of his duties hereunder, (C) breach of his duty of

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loyalty or care to the Company, (D) other misconduct that is materially detrimental to the Company or any of its affiliates, or (E) ongoing and deliberate refusal or failure to perform the Executive’s duties as contemplated by this Employment Agreement or any other agreement with or for the benefit of the Company to which the Executive is a party or by which the Executive is bound, which in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Company written notice of such failure, provided that for the avoidance of doubt a failure to meet performance expectations shall not in of itself constitute Cause. If the Company terminates the Executive’s employment for Cause, the Company shall provide written notice to the Executive of that fact on or before the termination of employment. However, if, within 60 days following the termination, the Company first discovers facts that would have established “Cause” for termination, and those facts were not known by the Company at the time of the termination, then the Company may provide the Executive with written notice, including the facts establishing that the purported “Cause” was not known at the time of the termination, in which case the Executive’s termination of employment will be considered a for Cause termination under this Employment Agreement.

(ii)“Change in Control” has the meaning given to that term under the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan as in effect on the date hereof.

(iii)“Disability” shall mean the Executive is entitled to and has begun to receive long-term disability benefits under the long-term disability plan of the Company in which the Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental ill health, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days out of any 270 day consecutive day period.

(iv)“Good Reason” shall mean one of the following has occurred: (A) a material and adverse change in the Executive’s duties or responsibilities as an employee of the Company (which, for the avoidance of doubt, shall include a change in the Executive’s direct reporting relationship, following the acquisition of the Company by an acquiror in a strategic transaction, to anyone other than to the Chief Executive Officer of the ultimate parent entity of such acquiror (or if the acquiror does not have a parent, the acquiror) (the “Parent”)), (B) a relocation of the Executive’s principal place of employment without the Executive’s consent, or (C) a breach by the Company of a material term of this Employment Agreement. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 30 days of the first date on which the Executive has knowledge of such conduct (the “Good Reason Notification Period”). The Executive shall further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Executive for Good Reason shall be effective on the day following the expiration of such cure period. Notwithstanding the foregoing:

(1) the Executive may not claim Good Reason for either (x) failure to report to the Chief Executive Officer of the Parent or (y) a change in the Executive’s duties so long as the Executive continues to have a role that is substantially similar to that as in effect immediately prior to the Effective Time (as defined below), in either case during the 12-month period following the Effective Time (for purposes of clarity, this means that the Good Reason Notification Period for failure to report to the Chief Executive Officer of the Parent (and be entitled to the severance and other benefits provided hereunder) shall commence on the one-year anniversary of the Effective Time);

(2) the Executive’s Total Direct Compensation (as defined below) for the twelve (12)-month period following the Effective Time shall be equal to, or greater than, the Executive’s Total Direct Compensation immediately prior to the Effective

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Time; provided, however, that in the event that Parent’s equity plans do not permit acceleration upon a termination of employment described in Section 3.2(a), then Parent may substitute cash compensation in lieu of equity compensation so long as such cash compensation has equivalent value to the value of the equity compensation that the Executive would receive upon full vesting either in accordance with its vesting terms or upon such a termination; and

(3) the provisions in subclauses (1) and (2) in this Section 3.2(b)(iv) shall only become effective if the transactions contemplated by the Merger Agreement are consummated on or before the Outside Date.

(v)“Effective Time” has the meaning set forth in the Merger Agreement.

(vi)“Merger Agreement” means the Agreement and Plan of Merger, dated as of January 22, 2023, by and between Xylem Inc., an Indiana corporation, Fore Merger Sub, Inc., a Delaware corporation, and Holdings.

(vii)“Outside Date” has the meaning set forth in the Merger Agreement.

(viii)“Total Direct Compensation” means the Executive’s Base Salary, Target Annual Bonus Opportunity, and annual target long-term equity-based incentive opportunity.

(c)Section 409A. If the Executive is a “specified employee” for purposes of Section 409A, any Severance Amount required to be paid pursuant to Section 3.2 which is non-qualified deferred compensation that is subject to Section 409A shall commence on the day after the first to occur of (i) the day which is six months from the Termination Date, and (ii) the date of the Executive’s death. For purposes of this Employment Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of the default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Employment Agreement shall be treated as a right to a series of separate payments.

1.3Exclusive Remedy. The foregoing payments and benefits continuation upon termination of the Executive’s employment shall constitute the exclusive severance payments and benefits continuation due the Executive upon a termination of his employment.

1.4Resignation from All Positions. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall resign, as of the date of such termination, from all positions he then holds as an officer, director, employee and member of the board of directors (and any committee thereof) of Holdings and its direct and indirect subsidiaries and affiliates (the “Company Group”). The Executive shall be required to execute such writings as are required to effectuate the foregoing, but the Executive shall be treated for all purposes as having so resigned upon termination of the Executive’s employment, regardless of when or whether the Executive executes any such documentation.

1.5Cooperation. Following the termination of the Executive’s employment with the Company for any reason, the Executive shall reasonably cooperate with the Company upon reasonable request of the Board and be reasonably available to the Company (taking into account any other full-time employment of the Executive) with respect to matters arising out of the Executive’s services to the Company and its subsidiaries, and the Company shall reimburse the

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Executive for any expenses reasonably incurred by the Executive in providing any assistance to the Company pursuant to this Section 3.5, including attorneys fees.

Section 4.Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights.

1.1Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

1.2Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement, and in further consideration of the Executive’s exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for the one year period following the Executive’s Termination Date (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of

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this paragraph, “Restricted Enterprise” shall mean any business that is in competition with (a) the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b) the present services marketed, sold or provided by the Company to its customers and as such services may be improved and/or modified or (c) the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b) and (c) above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products. For the avoidance of doubt, Restricted Enterprise shall include, but not be limited to: Pentair, GE, Veolia, Suez Degremont, Nalco/Ecolab, Ovivo, Kurita, Alfa Laval, Pall, Organo, Andritz and Ashland’s former water technology unit. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

1.3Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) for employment any person who is, or within 12 months prior to the date of such solicitation was, an employee of any member of the Company Group; provided, however, that this Section 4.3 shall not apply to any individual who was an employee of the Company or Holdings immediately prior to the Effective Time and is terminated by Xylem Inc. (or any of its affiliates) on or after the Effective Time.

1.4Interference with Business Relationships. During the Restriction Period (other than in connection with carrying out his responsibilities for the Company Group), the Executive shall not directly or indirectly induce or solicit (or assist any Person to induce or solicit) any customer or client of any member of the Company Group to terminate its relationship or otherwise cease doing business in whole or in part with any member of the Company Group, or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between any member of the Company Group and any of their customers or clients so as to cause harm to any member of the Company Group.

1.5Extension of Restriction Period. The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

1.6Proprietary Rights. The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company Group (the “Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by a member of the Company Group, the Executive assigns and agrees to assign all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C § 101 et seq. are owned upon creation by the Company as the Executive’s employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executive’s employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the

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Company, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Employment Agreement, the Executive has informed the Company in writing of any interest in any inventions or intellectual property rights that he holds as of the date hereof. If the Company is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document needed in connection with the actions described in this Section 4.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact to act for and on the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 4.6 with the same legal force and effect as if executed by the Executive.

1.7Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the Executive agrees not to disclose the terms of this Employment Agreement to any Person; provided the Executive may disclose this Employment Agreement and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys, so long as the Executive instructs every such Person to whom the Executive makes such disclosure not to disclose the terms of this Employment Agreement further. Anytime after this Employment Agreement is filed with the Securities and Exchange Commission or any other government agency by the Company and becomes a public record, this provision shall no longer apply.

1.8Remedies. The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Company Group for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any portion of the Severance Amount paid by the Company to the Executive. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Section 4 are reasonable and necessary to protect the businesses of the Company Group because of the Executive’s access to Confidential Information and his material participation in the operation of such businesses. In the event that the Executive willfully and materially breaches any of the covenants set forth in this Section 4, then in addition to any injunctive relief, the Executive will promptly return to the Company any portion of the Severance Amount that the Company has paid to the Executive.

Section 5.Representations. The Executive represents and warrants that (a) he is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his ability to enter into and fully perform his obligations under this Employment Agreement and (b) he is not otherwise unable to enter into and fully perform his obligations under this Employment Agreement.

Section 6.Non-Disparagement. From and after the Effective Date and following termination of the Executive’s employment with the Company, the Executive agrees not to make any statement, whether direct or indirect, whether true or false, that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or

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is otherwise derogatory of the Company Group, any of its employees, officers, directors or stockholders.

Section 7.Withholding. All amounts paid to the Executive under this Employment Agreement during or following the Employment Period shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely responsible for the payment of all taxes imposed on him relating to the payment or provision of any amounts or benefits hereunder.

Section 8.Miscellaneous.

1.1Indemnification. To the extent provided in the Company’s By-Laws and Certificate of Incorporation, the Company shall indemnify the Executive for losses or damages incurred by the Executive as a result of all causes of action arising from the Executive’s performance of duties for the benefit of the Company, whether or not the claim is asserted during the Employment Period. This indemnity shall not apply to the Executive’s acts of willful misconduct or gross negligence. The Executive shall be covered under any directors’ and officers’ insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company’s directors and other officers.

1.2Amendments and Waivers. This Employment Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided, that, the observance of any provision of this Employment Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Employment Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

1.3Assignment; Third-Party Beneficiaries. This Employment Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. Nothing in this Employment Agreement shall confer upon any Person not a party to this Employment Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Employment Agreement, except (a) the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive and (b) any member of the Company Group may enforce the provisions of Section 4. The Company is authorized to assign this Employment Agreement to a successor to substantially all of its assets.

1.4Notices. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Employment Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by (a) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt (b) e-mail (with electronic return receipt), (c) reputable commercial overnight delivery service courier, with confirmation of receipt or (d) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

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If to the Company:

Evoqua Water Technologies LLC
210 Sixth Avenue
Suite 3300

Pittsburgh, PA 15222
Attn: Executive Vice President, Chief Human Resources Officer

If to the Executive:     Vincent Grieco, at his principal office and e-mail address at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company.

All such notices, requests, consents and other communications shall be deemed to have been given when received. Either party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth.

1.5Governing Law. This Employment Agreement shall be construed and enforced in accordance with, and the laws of the State of New York hereto shall govern the rights and obligations of the parties, without giving effect to the conflicts of law principles thereof.

1.6Severability. Whenever possible, each provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Employment Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Employment Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

1.7Legal Fees. The Company shall reimburse the Executive for any costs and expenses (including, without limitation, attorneys’ fees) reasonably incurred by the Executive in disputing any issue arising under this Employment Agreement relating to the Executive’s termination of employment or in seeking to obtain or enforce any benefit or right provided by this Employment Agreement, regardless of the outcome of such dispute; provided that (a) the Executive has acted in good faith with respect to any such dispute, (b) the Executive will have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred, and (c) such reimbursements or in-kind benefits comply with the 409A Reimbursement Rules.

1.8Entire Agreement. From and after the Effective Date, this Employment Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof.

1.9Counterparts. This Employment Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

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1.10Survivorship. Upon the expiration or other termination of this Employment Agreement, the respective rights and obligations of the parties hereto, including, without limitation, with respect to the Executive’s obligations set forth in Section 4, shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Employment Agreement.

1.11Binding Effect. This Employment Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company.

1.12General Interpretive Principles. The name assigned this Employment Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. Any reference to a Section of the Internal Revenue Code of 1986, as amended, shall be deemed to include any successor to such Section.

[signature page follows]

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EXECUTION VERSION

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

EVOQUA WATER TECHNOLOGIES LLC

By:    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EVOQUA WATER TECHNOLOGIES CORP.

(solely for purposes of Sections 2.6 and 3.2 hereof)

By    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EXECUTIVE

/s/ Vincent Grieco    

Name: Vincent Grieco

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EXHIBIT A

You should consult with an attorney before signing this release of claims.

Release of Claims

1.    In consideration of the payments and benefits to be made under the Amended and Restated Employment Agreement, dated as of [____________] (the “Employment Agreement”), to which Vincent Grieco (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices)and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

(A)    rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement;

(B)    the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

(C)    claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

(D)    rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force;

(E)    any matters which expressly survive the execution of this Release as set forth in the Employment Agreement, the terms and conditions of which are incorporated herein by reference; and

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(F)    rights granted to Executive during his employment related to the grant or purchase of equity of Holdings (as defined in the Employment Agreement) or any other rights as a stockholder of Holdings.

2.    The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3.    This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4.    The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5.    The Executive acknowledges that he has been given but not utilized a period of [21/45] days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven days following (and not including) the date of execution, revoke this Release. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Severance Amount (as defined in the Employment Agreement), to the provision of the Equity Acceleration (as defined in the Employment Agreement), and the Benefits Continuation (as defined in the Employment Agreement), but the remainder of the Employment Agreement shall continue in full force.

6.    The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

7.    The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Release, and has been given a sufficient period within which to consider this Release.

8.    The Executive acknowledges that this Release relates only to claims that exist as of the date of this Release.

9.    The Executive acknowledges that the Severance Amount he is receiving in connection with this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

10.    Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

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11.    This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

12.    The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

13.    This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

14.    This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

15.    Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

[signature page follows]

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    IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of ____________________.

EVOQUA WATER TECHNOLOGIES LLC

By:    

    Name:

    Title:

EXECUTIVE

Name: Vincent Grieco

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EX-10.6

EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 7, 2023 (this “Employment Agreement”), by and between Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”), and Snehal Desai (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for purposes of Sections 2.5 and 3.2 hereof, Evoqua Water Technologies Corp. (“Holdings”).

WHEREAS, the Parties previously entered into that certain Employment Agreement dated January 15, 2018 and amended on June 22, 2018(as amended, the “Prior Agreement”);

WHEREAS, the Parties desire to amend and restate the Prior Agreement in its entirety as set forth herein;

WHEREAS, the Company desires to continue to employ the Executive as Executive Vice President, Chief Growth and Sustainability Officer of the Company and wishes to be assured of his continued services on the terms and conditions hereinafter set forth; and

WHEREAS, the Executive desires to continue to be employed by the Company as Executive Vice President, Chief Growth and Sustainability Officer of the Company and to perform and to serve the Company and Holdings on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

Section 1.Employment.

1.1Term. As of the date hereof (the “Effective Date”), the Company shall employ the Executive, and the Executive hereby agrees to serve the Company on the terms and conditions set forth herein. The term of the Executive’s employment under this Employment Agreement will commence as of the Effective Date and end on January 15, 2024 (the “Employment Period”), unless terminated earlier pursuant to Section 3 hereof; provided, however, that the Employment Period will automatically be extended for a one-year period on January 15, 2024 (and on each anniversary of such date thereafter) (the “Renewal Period”), unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period (such non-extension, a “Non-Renewal”) (the Employment Period and each subsequent Renewal Period, if any, shall constitute the “Employment Period”, unless terminated earlier pursuant to Section 3 of this Employment Agreement). Notwithstanding any other provision in this Agreement, the Company may, at any time and in its sole discretion, terminate this Agreement without further obligations to the Executive if Executive’s former employer, Dow Chemical Company (or any of its affiliates) seeks to enforce any non-compete and/or confidentiality provisions contained in the Executive’s Employment Agreement with Dow Chemical Company against the Executive and/or the Company (a “Dow Claim”).

1.2Duties. During the Employment Period, the Executive shall serve as Executive Vice President, Chief Growth and Sustainability Officer of the Company, and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time, and shall report directly to Chief Executive Officer. In his position of Executive Vice President, Chief Growth and Sustainability Officer, the Executive shall perform duties customary for the Executive Vice President, Chief Growth and

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Sustainability Officer of a company similar to the Company’s size and nature, plus such additional duties, consistent with the foregoing, as the Chief Executive Officer or his designee may reasonably assign.

1.3Exclusivity. During the Employment Period, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company, shall faithfully serve the Company, and shall conform to and comply with the lawful and reasonable directions and instructions given to him by the Chief Executive Officer (the “CEO”), consistent with Section 1.2 hereof. During the Employment Period, the Executive shall use his best efforts to promote and serve the interests of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit; provided, that the Executive may (a) serve any civic, charitable, educational or professional organization, and (b) manage his personal investments, in each case so long as any such activities do not (x) violate the terms of this Employment Agreement (including Section 4) or (y) materially interfere with the Executive’s duties and responsibilities to the Company as deemed appropriate by the Company’s CEO.

Section 2.Compensation.

2.1Salary. As compensation for the performance of the Executive’s services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $409,893, payable in accordance with the Company’s standard payroll policies (the “Base Salary”). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the board of directors of the Company (the “Board”) (or a committee thereof) in its discretion.

2.2Annual Bonus. For each fiscal year ending during the Employment Period, the Executive shall be eligible for potential awards of additional compensation (the “Annual Bonus”) to be based upon the achievement of one or more performance goals established by the Board or a committee thereof (the “Performance Targets”). The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executive’s target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 50% of Base Salary (the “Target Annual Bonus Opportunity”), with the actual Annual Bonus, if any, to be based on the Company’s actual performance relative to the Performance Targets. The Annual Bonus, if any, shall be paid within 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March 15th of the year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section 3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year. At the discretion of the Board or a committee thereof, the Annual Bonus may be paid in the form of cash or equity securities, which equity securities may be subject to vesting restrictions provided that (i) any such vesting period may not exceed the 15-month period following the end of the fiscal year to which the Annual Bonus relates and (ii) the value of the equity securities awarded to the Executive in lieu of the Annual Bonus shall include a bonus premium equal to no less than 20% of the Annual Bonus.

2.3Employee Benefits. During the Employment Period, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other executives of the Company. During the Employment Period, the Executive will be eligible for Paid Time Off under the companies self-managed time off policy.

2.4Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the

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Company. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section 409A”), any expense or reimbursement described in this Employment Agreement shall meet the following requirements: (a) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year, (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit, and (d) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses (the “409A Reimbursement Rules”).

2.5Stock Option Exercise Period. Notwithstanding anything to the contrary in any award agreement governing any outstanding stock option held by the Executive as of the Effective Date (the “Outstanding Stock Options”): (a) Holdings hereby agrees that the post-termination exercise period applicable to such Outstanding Stock Options shall be one (1) year following the Executive’s Termination Date (as defined below); provided that in no event shall such period extend beyond the maximum term of the Outstanding Stock Option; and (b) the applicable award agreements governing such Outstanding Stock Options shall be deemed to be amended to provide for such one (1) year exercise period.

Section 3.Employment Termination.

3.1Termination of Employment. The Company may terminate the Executive’s employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Executive (other than in the event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Company (subject, in each case, to the longer notice requirements in connection with a termination of employment by the Executive for Good Reason as set forth in Section 3.2(b)(iv)) (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”). Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.2), (c) unused vacation, if any, days paid out at the per-business-day Base Salary rate, (d) vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements and (e) any unreimbursed expenses in accordance with Section 2.4 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Company for Cause, then any Annual Bonus earned pursuant to Section 2.2 in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited. For all purposes under this Employment Agreement and any agreement related to stock or stock options purchased by or granted to the Executive, a termination of the Executive’s employment upon expiration of the Employment Period following a notice provided by the Company pursuant to Section 1.1 shall be treated as a termination by the Company other than for Cause.

3.2Certain Terminations.

(a)Termination by the Company other than for Cause, Death or Disability; Termination by the Company due to Non-Renewal; Termination by the Executive for Good

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Reason. If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company other than following a Dow Claim, (iii) by the Company due to a Non-Renewal, or (iv) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) and (B), collectively, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall become fully vested on the date the Release becomes effective (with any such awards that vest subject to performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date, and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). Regardless of when such termination occurs, the Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.4 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement, and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date.

(b)Definitions. For purposes of Section 3, the following terms have the following meanings:

(i) “Cause” shall mean the Executive’s having engaged in any of the following: (A) commission of an act which constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm to the business, standing or reputation of the Company or any of its affiliates, (B) gross negligence on the part of the Executive in the performance of his duties hereunder, (C) breach of his duty of loyalty or care to the Company, (D) other misconduct that is materially detrimental to the Company or any of its affiliates, or (E) ongoing and deliberate refusal or failure to perform the Executive’s duties as contemplated by this Employment Agreement or any other agreement with or for the benefit of the Company to which the Executive is a party or by

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which the Executive is bound, which in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Company written notice of such failure, provided that for the avoidance of doubt a failure to meet performance expectations shall not in of itself constitute Cause. If the Company terminates the Executive’s employment for Cause, the Company shall provide written notice to the Executive of that fact on or before the termination of employment. However, if, within 60 days following the termination, the Company first discovers facts that would have established “Cause” for termination, and those facts were not known by the Company at the time of the termination, then the Company may provide the Executive with written notice, including the facts establishing that the purported “Cause” was not known at the time of the termination, in which case the Executive’s termination of employment will be considered a for Cause termination under this Employment Agreement.

(ii) “Change in Control” has the meaning given to that term under the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan as in effect on the date hereof.

(iii) “Disability” shall mean the Executive is entitled to and has begun to receive long-term disability benefits under the long-term disability plan of the Company in which the Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental ill health, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days out of any 270 day consecutive day period.

(iv) “Good Reason” shall mean one of the following has occurred: (A) a material and adverse change in the Executive’s duties or responsibilities as an employee of the Company (which, for the avoidance of doubt, shall include a change in the Executive’s direct reporting relationship, following the acquisition of the Company by an acquiror in a strategic transaction, to anyone other than to the Chief Executive Officer of the ultimate parent entity of such acquiror (or if the acquiror does not have a parent, the acquiror) (the “Parent”)); (B) a relocation of the Executive’s principal place of employment without the Executive’s consent; or (C) a breach by the Company of a material term of this Employment Agreement. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 30 days of the first date on which the Executive has knowledge of such conduct (the “Good Reason Notification Period”). The Executive shall further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Executive for Good Reason shall be effective on the day following the expiration of such cure period. Notwithstanding the foregoing:

(1) the Executive may not claim Good Reason for either (x) failure to report to the Chief Executive Officer of the Parent or (y) a change in the Executive’s duties so long as the Executive continues to have a role that is substantially similar to that as in effect immediately prior to the Effective Time (as defined below), in either case during the 12-month period following the Effective Time (for purposes of clarity, this means that the Good Reason Notification Period for failure to report to the Chief Executive Officer of the Parent (and be entitled to the severance and other benefits provided hereunder) shall commence on the one-year anniversary of the Effective Time);

(2) the Executive’s Total Direct Compensation (as defined below) for the twelve (12)-month period following the Effective Time shall be equal to, or

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greater than, the Executive’s Total Direct Compensation immediately prior to the Effective Time; provided, however, that in the event that Parent’s equity plans do not permit acceleration upon a termination of employment described in Section 3.2(a), then Parent may substitute cash compensation in lieu of equity compensation so long as such cash compensation has equivalent value to the value of the equity compensation that the Executive would receive upon full vesting either in accordance with its vesting terms or upon such a termination; and

(3) the provisions in subclauses (1) and (2) in this Section 3.2(b)(iv) shall only become effective if the transactions contemplated by the Merger Agreement are consummated on or before the Outside Date.

(v)     “Effective Time” has the meaning set forth in the Merger Agreement.

(vi) “Merger Agreement” means the Agreement and Plan of Merger, dated as of January 22, 2023, by and between Xylem Inc., an Indiana corporation, Fore Merger Sub, Inc., a Delaware corporation, and Holdings.

(vii) “Outside Date” has the meaning set forth in the Merger Agreement.

(viii) “Total Direct Compensation” means the Executive’s Base Salary, Target Annual Bonus Opportunity, and annual target long-term equity-based incentive opportunity.

(c)Section 409A. If the Executive is a “specified employee” for purposes of Section 409A, any Severance Amount required to be paid pursuant to Section 3.2 which is non-qualified deferred compensation that is subject to Section 409A shall commence on the day after the first to occur of (i) the day which is six months from the Termination Date, and (ii) the date of the Executive’s death. For purposes of this Employment Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of the default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Employment Agreement shall be treated as a right to a series of separate payments.

3.3Exclusive Remedy. The foregoing payments and benefits continuation upon termination of the Executive’s employment shall constitute the exclusive severance payments and benefits continuation due the Executive upon a termination of his employment.

3.4Resignation from All Positions. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall resign, as of the date of such termination, from all positions he then holds as an officer, director, employee and member of the board of directors (and any committee thereof) of Holdings and its direct and indirect subsidiaries and affiliates (the “Company Group”). The Executive shall be required to execute such writings as are required to effectuate the foregoing, but the Executive shall be treated for all purposes as having so resigned upon termination of the Executive’s employment, regardless of when or whether the Executive executes any such documentation.

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3.5Cooperation. Following the termination of the Executive’s employment with the Company for any reason, the Executive shall reasonably cooperate with the Company upon reasonable request of the Board and be reasonably available to the Company (taking into account any other full-time employment of the Executive) with respect to matters arising out of the Executive’s services to the Company and its subsidiaries, and the Company shall reimburse the Executive for any expenses reasonably incurred by the Executive in providing any assistance to the Company pursuant to this Section 3.5, including attorneys fees.

Section 4.Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights.

4.1Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

4.2Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement, and in further consideration of the Executive’s exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for the one year period following the Executive’s Termination Date (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor

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in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any business that is in competition with (a) the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b) the present services marketed, sold or provided by the Company to its customers and as such services may be improved and/or modified or (c) the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b) and (c) above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products. For the avoidance of doubt, Restricted Enterprise shall include, but not be limited to: Pentair, GE, Veolia, Suez Degremont, Nalco/Ecolab, Ovivo, Kurita, Alfa Laval, Pall, Organo, Andritz and Ashland’s former water technology unit. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

4.3Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) for employment any person who is, or within 12 months prior to the date of such solicitation was, an employee of any member of the Company Group; provided, however, that this Section 4.3 shall not apply to any individual who was an employee of the Company or Holdings immediately prior to the Effective Time and is terminated by Xylem Inc. (or any of its affiliates) on or after the Effective Time.

4.4Interference with Business Relationships. During the Restriction Period (other than in connection with carrying out his responsibilities for the Company Group), the Executive shall not directly or indirectly induce or solicit (or assist any Person to induce or solicit) any customer or client of any member of the Company Group to terminate its relationship or otherwise cease doing business in whole or in part with any member of the Company Group, or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between any member of the Company Group and any of their customers or clients so as to cause harm to any member of the Company Group.

4.5Extension of Restriction Period. The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

4.6Proprietary Rights. The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company Group (the “Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by a member of the Company Group, the Executive assigns and agrees to assign all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C § 101 et seq. are owned upon creation by the Company as the Executive’s employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments

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which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executive’s employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Employment Agreement, the Executive has informed the Company in writing of any interest in any inventions or intellectual property rights that he holds as of the date hereof. If the Company is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document needed in connection with the actions described in this Section 4.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact to act for and on the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 4.6 with the same legal force and effect as if executed by the Executive.

4.7Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the Executive agrees not to disclose the terms of this Employment Agreement to any Person; provided the Executive may disclose this Employment Agreement and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys, so long as the Executive instructs every such Person to whom the Executive makes such disclosure not to disclose the terms of this Employment Agreement further. Any time after this Employment Agreement is filed with the Securities and Exchange Commission or any other government agency by the Company and becomes a public record, this provision shall no longer apply.

4.8Remedies. The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Company Group for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any portion of the Severance Amount paid by the Company to the Executive. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Section 4 are reasonable and necessary to protect the businesses of the Company Group because of the Executive’s access to Confidential Information and his material participation in the operation of such businesses. In the event that the Executive willfully and materially breaches any of the covenants set forth in this Section 4, then in addition to any injunctive relief, the Executive will promptly return to the Company any portion of the Severance Amount that the Company has paid to the Executive.

Section 5.Representations. The Executive represents and warrants that (a) he is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his ability to enter into and fully perform his obligations under this Employment Agreement and (b) he is not otherwise unable to enter into and fully perform his obligations under this Employment Agreement.

Section 6.Non-Disparagement. From and after the Effective Date and following termination of the Executive’s employment with the Company, the Executive agrees not to make

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any statement, whether direct or indirect, whether true or false, that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company Group, any of its employees, officers, directors or stockholders.

Section 7.Withholding. All amounts paid to the Executive under this Employment Agreement during or following the Employment Period shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely responsible for the payment of all taxes imposed on him relating to the payment or provision of any amounts or benefits hereunder.

Section 8.Miscellaneous.

8.1Indemnification. To the extent provided in the Company’s By-Laws and Certificate of Incorporation, the Company shall indemnify the Executive for losses or damages incurred by the Executive as a result of all causes of action arising from the Executive’s performance of duties for the benefit of the Company, whether or not the claim is asserted during the Employment Period. This indemnity shall not apply to the Executive’s acts of willful misconduct or gross negligence. The Executive shall be covered under any directors’ and officers’ insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company’s directors and other officers.

8.2Amendments and Waivers. This Employment Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided, that, the observance of any provision of this Employment Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Employment Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

8.3Assignment; Third-Party Beneficiaries. This Employment Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. Nothing in this Employment Agreement shall confer upon any Person not a party to this Employment Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Employment Agreement, except (a) the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive and (b) any member of the Company Group may enforce the provisions of Section 4. The Company is authorized to assign this Employment Agreement to a successor to substantially all of its assets.

8.4Notices. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Employment Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by (a) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt (b) email (with electronic return receipt), (c) reputable commercial overnight delivery service courier, with confirmation of receipt or (d) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

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If to the Company:

Evoqua Water Technologies LLC
210 Sixth Avenue
Suite 3300
Pittsburgh, PA 15222
Attn: Executive Vice President & Chief Human Resources Officer

with a copy to: Executive Vice President, General Counsel

If to the Executive:

Snehal Desai, at his principal office and e-mail address at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company.

All such notices, requests, consents and other communications shall be deemed to have been given when received. Either party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth.

8.5Governing Law. This Employment Agreement shall be construed and enforced in accordance with, and the laws of the Commonwealth of Pennsylvania hereto shall govern the rights and obligations of the parties, without giving effect to the conflicts of law principles thereof.

8.6Severability. Whenever possible, each provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Employment Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Employment Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

8.7Legal Fees. The Company shall reimburse the Executive for any costs and expenses (including, without limitation, attorneys’ fees) reasonably incurred by the Executive in disputing any issue arising under this Employment Agreement relating to the Executive’s termination of employment or in seeking to obtain or enforce any benefit or right provided by this Employment Agreement, regardless of the outcome of such dispute; provided that (a) the Executive has acted in good faith with respect to any such dispute, (b) the Executive will have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred, and (c) such reimbursements or in-kind benefits comply with the 409A Reimbursement Rules.

8.8Entire Agreement. From and after the Effective Date, this Employment Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof.

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8.9Counterparts. This Employment Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

8.10Survivorship. Upon the expiration or other termination of this Employment Agreement, the respective rights and obligations of the parties hereto, including, without limitation, with respect to the Executive’s obligations set forth in Section 4, shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Employment Agreement.

8.11Binding Effect. This Employment Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company.

8.12General Interpretive Principles. The name assigned this Employment Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. Any reference to a Section of the Internal Revenue Code of 1986, as amended, shall be deemed to include any successor to such Section.

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

EVOQUA WATER TECHNOLOGIES LLC

By:    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EVOQUA WATER TECHNOLOGIES CORP.

(solely for purposes of Sections 2.5 and 3.2 hereof)

By:    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EXECUTIVE

/s/ Snehal Desai    

Snehal Desai

NAI-1535115624v5

EXHIBIT A

You should consult with an attorney before signing this release of claims.

Release of Claims

1.    In consideration of the payments and benefits to be made under the Amended and Restated Employment Agreement, dated as of [____________] (the “Employment Agreement”), to which Snehal Desai (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices)and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

(A)    rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement;

(B)    the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

(C)    claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

(D)    rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force;

(E)    any matters which expressly survive the execution of this Release as set forth in the Employment Agreement, the terms and conditions of which are incorporated herein by reference; and

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(F)    rights granted to Executive during his employment related to the grant or purchase of equity of Holdings (as defined in the Employment Agreement) or any other rights as a stockholder of Holdings.

2.    The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3.    This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4.    The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5.    The Executive acknowledges that he has been given but not utilized a period of [21/45] days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven days following (and not including) the date of execution, revoke this Release. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Severance Amount (as defined in the Employment Agreement), the provision of the Equity Acceleration (as defined in the Employment Agreement), and the Benefits Continuation (as defined in the Employment Agreement), but the remainder of the Employment Agreement shall continue in full force.

6.    The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

7.    The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Release, and has been given a sufficient period within which to consider this Release.

8.    The Executive acknowledges that this Release relates only to claims that exist as of the date of this Release.

9.    The Executive acknowledges that the Severance Amount he is receiving in connection with this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

10.    Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

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11.    This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

12.    The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

13.    This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

14.    This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

15.    Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

[signature page follows]

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    IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of ____________________.

EVOQUA WATER TECHNOLOGIES LLC

By:    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EXECUTIVE

Name: Snehal Desai

NAI-1535115624v5

EX-10.7

EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 7, 2023 (this “Employment Agreement”), by and between Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”), and Anthony Webster (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for purposes of Sections 2.4 and 3.2 hereof, Evoqua Water Technologies Corp. (“Holdings”).

WHEREAS, the Parties previously entered into that certain Employment Agreement dated January 20, 2016 and amended on September 6, 2017 and June 22, 2018 (as amended, the “Prior Agreement”);

WHEREAS, the Parties desire to amend and restate the Prior Agreement in its entirety as set forth herein;

WHEREAS, the Company desires to continue to employ the Executive as Executive Vice President, Chief Human Resources Officer and wishes to be assured of his services on the terms and conditions hereinafter set forth; and

WHEREAS, the Executive desires to continue to be employed by the Company as Executive Vice President, Chief Human Resources Officer and to perform and to serve the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

Section 1.Employment.

1.1Term. As of the date hereof (the “Effective Date”), the Company shall employ the Executive, and the Executive hereby agrees to serve the Company on the terms and conditions set forth herein. The term of the Executive’s employment under this Employment Agreement will commence as of the Effective Date and end on February 22, 2024 (the “Employment Period”), unless terminated earlier pursuant to Section 3 hereof; provided, however, that the Employment Period will automatically be extended for a one-year period on February 22, 2024 (and on each anniversary of such date thereafter) (the “Renewal Period”), unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period (such non-extension, a “Non-Renewal”) (the Employment Period and each subsequent Renewal Period, if any, shall constitute the “Employment Period”, unless terminated earlier pursuant to Section 3 of this Employment Agreement).

1.2Duties. During the Employment Period, the Executive shall serve as Executive Vice President, Chief Human Resources Officer and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time, and shall report directly to the Chief Executive Officer (the “Reporting Person”) or his designee. In his position of Executive Vice President, Chief Human Resources Officer, the Executive shall perform duties assigned to him by the Reporting Person or his designee.

1.3Exclusivity. During the Employment Period, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company, shall faithfully serve the Company, and shall conform to and comply with the lawful and reasonable directions and instructions given to him by the Reporting Person or his designee.

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EXECUTION VERSION

During the Employment Period, the Executive shall use his best efforts to promote and serve the interests of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit; provided, that the Executive may (a) serve any civic, charitable, educational or professional organization and (b) manage his personal investments, in each case so long as any such activities do not (x) violate the terms of this Employment Agreement (including Section 4) or (y) materially interfere with the Executive’s duties and responsibilities to the Company.

Section 2.Compensation.

2.1Salary.

(a)Base Salary. As compensation for the performance of the Executive’s services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $403,767, payable in accordance with the Company’s standard payroll policies (the “Base Salary”). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the board of directors of the Company (the “Board”) (or a committee thereof) in its discretion.

(b)Annual Bonus. For each fiscal year ending during the Employment Period, the Executive shall be eligible for potential awards of additional compensation (the “Annual Bonus”) to be based upon the achievement of one or more performance goals established by the Board or a committee thereof (the “Performance Targets”). The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executive’s target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 50% of Base Salary (the “Target Annual Bonus Opportunity”), with the actual Annual Bonus, if any, to be based on the Company’s actual performance relative to the Performance Targets. The Annual Bonus, if any, shall be paid within 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March 15th of the year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section 3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year. At the discretion of the Board or a committee thereof, the Annual Bonus may be paid in the form of cash or equity securities, which equity securities may be subject to vesting restrictions provided that (i) any such vesting period may not exceed the 15-month period following the end of the fiscal year to which the Annual Bonus relates and (ii) the value of the equity securities awarded to the Executive in lieu of the Annual Bonus shall include a bonus premium equal to no less than 20% of the Annual Bonus.

2.2Employee Benefits. During the Employment Period, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other executives of the Company.

2.3Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section 409A”), any expense or reimbursement described in this Employment Agreement shall meet the following requirements:

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(a) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year; (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit; and (d) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses (the “409A Reimbursement Rules”).

2.4Stock Option Exercise Period. Notwithstanding anything to the contrary in any award agreement governing any outstanding stock option held by the Executive as of the Effective Date (the “Outstanding Stock Options”): (a) Holdings hereby agrees that the post-termination exercise period applicable to such Outstanding Stock Options shall be one (1) year following the Executive’s Termination Date (as defined below); provided that in no event shall such period extend beyond the maximum term of the Outstanding Stock Option; and (b) the applicable award agreements governing such Outstanding Stock Options shall be deemed to be amended to provide for such one (1) year exercise period.

Section 3.Employment Termination.

3.1Termination of Employment. The Company may terminate the Executive’s employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Executive (other than in the event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Company (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”). Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.1(b)), (c) unused vacation days paid out at the per-business-day Base Salary rate, (d) vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements and (e) any unreimbursed expenses in accordance with Section 2.3 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Company for Cause, then any Annual Bonus earned pursuant to Section 2.1(b) in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited. For all purposes under this Employment Agreement and any agreement related to stock or stock options purchased by or granted to the Executive, a termination of the Executive’s employment upon expiration of the Employment Period following a notice provided by the Company pursuant to Section 1.1 shall be treated as a termination by the Company other than for Cause.

3.2Certain Terminations.

(a)Termination by the Company other than for Cause, Death or Disability; Termination by the Company due to Non-Renewal; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date

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following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.1(b) and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) and (B) collectively, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall become fully vested on the date the Release becomes effective (with any such awards that vest subject to performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). Regardless of when such termination occurs, the Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.3 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration, and pay premiums relating to Benefits Continuation and provide outplacement assistance, shall be conditioned upon: (x) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date.

(b)Definitions. For purposes of Section 3, the following terms have the following meanings:

(i) “Cause” shall mean the Executive’s having engaged in any of the following: (A) commission of an act which constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm to the business, standing or reputation of the Company or any of its affiliates, (B) gross negligence on the part of the Executive in the performance of his duties hereunder, (C) breach of his duty of loyalty or care to the Company, (D) other misconduct that is materially detrimental to the Company or any of its affiliates, or (E) ongoing and deliberate refusal or failure to perform the Executive’s duties as contemplated by this Employment Agreement or any other agreement with or for the benefit of the Company to which the Executive is a party or by which the Executive is bound, which in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Company written notice of such failure, provided that for the avoidance of doubt a failure to meet performance expectations shall not in of itself constitute Cause. If the Company terminates the Executive’s employment for Cause, the Company shall provide written notice to the Executive of that fact on or before the termination of employment. However, if, within 60 days following the termination, the Company first discovers facts that would have established “Cause”

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for termination, and those facts were not known by the Company at the time of the termination, then the Company may provide the Executive with written notice, including the facts establishing that the purported “Cause” was not known at the time of the termination, in which case the Executive’s termination of employment will be considered a for Cause termination under this Employment Agreement.

(ii) “Change in Control” has the meaning given to that term under the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan as in effect on the date hereof.

(iii) “Disability” shall mean the Executive is entitled to and has begun to receive long-term disability benefits under the long-term disability plan of the Company in which the Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental ill health, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days out of any 270 day consecutive day period.

(iv) “Good Reason” shall mean one of the following has occurred: (A) a material and adverse change in the Executive’s duties or responsibilities as an employee of the Company (which, for the avoidance of doubt, shall include a change in the Executive’s direct reporting relationship, following the acquisition of the Company by an acquiror in a strategic transaction, to anyone other than to the Chief Executive Officer of the ultimate parent entity of such acquiror (or if the acquiror does not have a parent, the acquiror) (the “Parent”)), (B) a relocation of the Executive’s principal place of employment without the Executive’s consent, or (C) a breach by the Company of a material term of this Employment Agreement. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 30 days of the first date on which the Executive has knowledge of such conduct (the “Good Reason Notification Period”). The Executive shall further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Executive for Good Reason shall be effective on the day following the expiration of such cure period. Notwithstanding the foregoing:

(1) the Executive may not claim Good Reason for either (x) failure to report to the Chief Executive Officer of the Parent or (y) a change in the Executive’s duties so long as the Executive continues to have a role that is substantially similar to that as in effect immediately prior to the Effective Time (as defined below), in either case during the 12-month period following the Effective Time (for purposes of clarity, this means that the Good Reason Notification Period for failure to report to the Chief Executive Officer of the Parent (and be entitled to the severance and other benefits provided hereunder) shall commence on the one-year anniversary of the Effective Time);

(2) the Executive’s Total Direct Compensation (as defined below) for the twelve (12)-month period following the Effective Time shall be equal to, or greater than, the Executive’s Total Direct Compensation immediately prior to the Effective Time; provided, however, that in the event that Parent’s equity plans do not permit acceleration upon a termination of employment described in Section 3.2(a), then Parent may substitute cash compensation in lieu of equity compensation so long as such cash compensation has equivalent value to the value of the equity

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compensation that the Executive would receive upon full vesting either in accordance with its vesting terms or upon such a termination; and

(3) the provisions in subclauses (1) and (2) in this Section 3.2(b)(iv) shall only become effective if the transactions contemplated by the Merger Agreement are consummated on or before the Outside Date.

(v)“Effective Time” has the meaning set forth in the Merger Agreement.

(vi)“Merger Agreement” means the Agreement and Plan of Merger, dated as of January 22, 2023, by and between Xylem Inc., an Indiana corporation, Fore Merger Sub, Inc., a Delaware corporation, and Holdings.

(vii)“Outside Date” has the meaning set forth in the Merger Agreement.

(viii)“Total Direct Compensation” means the Executive’s Base Salary, Target Annual Bonus Opportunity, and annual target long-term equity-based incentive opportunity.

(c)Section 409A. If the Executive is a “specified employee” for purposes of Section 409A, any Severance Amount required to be paid pursuant to Section 3.2 which is non-qualified deferred compensation that is subject to Section 409A shall commence on the day after the first to occur of (i) the day which is six months from the Termination Date and (ii) the date of the Executive’s death. For purposes of this Employment Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of the default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Employment Agreement shall be treated as a right to a series of separate payments.

3.3Exclusive Remedy. The foregoing payments and benefits continuation upon termination of the Executive’s employment shall constitute the exclusive severance payments and benefits continuation due the Executive upon a termination of his employment.

3.4Resignation from All Positions. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall resign, as of the date of such termination, from all positions he then holds as an officer, director, employee and member of the board of directors (and any committee thereof) of Holdings and its direct and indirect subsidiaries and affiliates (the “Company Group”). The Executive shall be required to execute such writings as are required to effectuate the foregoing.

3.5Cooperation. Following the termination of the Executive’s employment with the Company for any reason, the Executive shall reasonably cooperate with the Company upon reasonable request of the Board and be reasonably available to the Company (taking into account any other full-time employment of the Executive) with respect to matters arising out of the Executive’s services to the Company and its subsidiaries.

Section 4.Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights.

4.1Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including,

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without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

4.2Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement, and in further consideration of the Executive’s exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for one year following the Executive’s Termination Date (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any business that is in competition with (a) the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b) the present services marketed, sold or provided by the Company to its customers and as such services may be improved and/or modified or (c) the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b) and (c) above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products. For the avoidance of doubt, Restricted Enterprise shall include, but not

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be limited to: Severn Trent Plc, Cumberland, Watermark Global plc, Grundfos A/S, Puretec Industrial Water, Du Pont Water Technologies, Trojan Technologies, Inc. (US Peroxide/Division) Part of Danaher Corporation Water Technologies, Pentair, plc, Pureflow, Inc., WesTech Engineering, Inc., Dow Chemical Company/Dow Water Solutions, Omex Environmental Engineering Co. Ltd., H2O Innovations, Inc., GE Water & Process Technologies, Veolia Environment North America, Suez Environment subsidiary of Degrémont, Pentair, plc, Nalco Water & Process Services, an Ecolab Company, Ovivo USA, LLC, is a subsidiary of GLV Group, Kurita Water Industries Ltd./Kurita America, Inc. Alfa Laval AB, Pall Corporation, Ashland’s former water technologies unit, Organo Water Treatment (Pty) Ltd, and Andritz AG.

4.3Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) for employment any person who is, or within 12 months prior to the date of such solicitation was, an employee of any member of the Company Group; provided, however, that this Section 4.3 shall not apply to any individual who was an employee of the Company or Holdings immediately prior to the Effective Time and is terminated by Xylem Inc. (or any of its affiliates) on or after the Effective Time.

4.4Interference with Business Relationships. During the Restriction Period (other than in connection with carrying out his responsibilities for the Company Group), the Executive shall not directly or indirectly induce or solicit (or assist any Person to induce or solicit) any customer or client of any member of the Company Group to terminate its relationship or otherwise cease doing business in whole or in part with any member of the Company Group, or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between any member of the Company Group and any of their customers or clients so as to cause harm to any member of the Company Group.

4.5Extension of Restriction Period. The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

4.6Proprietary Rights. The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company Group (the “Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by a member of the Company Group, the Executive assigns and agrees to assign all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C § 101 et seq. are owned upon creation by the Company as the Executive’s employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executive’s employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Employment Agreement, the Executive has informed the Company in writing of any interest in any inventions or intellectual property rights that he holds as of the Effective Date. If the

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Company is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document needed in connection with the actions described in this Section 4.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact to act for and on the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 4.6 with the same legal force and effect as if executed by the Executive.

4.7Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the Executive agrees not to disclose the terms of this Employment Agreement to any Person; provided the Executive may disclose this Employment Agreement and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys, so long as the Executive instructs every such Person to whom the Executive makes such disclosure not to disclose the terms of this Employment Agreement further. Any time after this Employment Agreement is filed with the Securities and Exchange Commission or any other government agency by the Company and becomes a public record, this provision shall no longer apply.

4.8Remedies. The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Company Group for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any portion of the Severance Amount paid by the Company to the Executive. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Section 4 are reasonable and necessary to protect the businesses of the Company Group because of the Executive’s access to Confidential Information and his material participation in the operation of such businesses. In the event that the Executive willfully and materially breaches any of the covenants set forth in this Section 4, then in addition to any injunctive relief, the Executive will promptly return to the Company any portion of the Severance Amount that the Company has paid to the Executive and the Executive shall not be entitled to any additional payments relating to the Severance Amount or any other benefits (including reimbursement for outplacement services) pursuant to Section 3 of this Employment Agreement.

Section 5.Representations. The Executive represents and warrants that (a) he is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his ability to enter into and fully perform his obligations under this Employment Agreement and (b) he is not otherwise unable to enter into and fully perform his obligations under this Employment Agreement.

Section 6.Non-Disparagement. From and after the Effective Date and following termination of the Executive’s employment with the Company, the Executive agrees not to make any statement, whether direct or indirect, whether true or false, that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company Group, any of its employees, officers, directors or stockholders.

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Section 7.Withholding. All amounts paid to the Executive under this Employment Agreement during or following the Employment Period shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely responsible for the payment of all taxes imposed on him relating to the payment or provision of any amounts or benefits hereunder.

Section 8.Miscellaneous.

8.1Indemnification. To the extent provided in the Company’s By-Laws and Certificate of Incorporation, the Company shall indemnify the Executive for losses or damages incurred by the Executive as a result of all causes of action arising from the Executive’s performance of duties for the benefit of the Company, whether or not the claim is asserted during the Employment Period. This indemnity shall not apply to the Executive’s acts of willful misconduct or gross negligence. The Executive shall be covered under any directors’ and officers’ insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company’s directors and other officers.

8.2Amendments and Waivers. This Employment Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided, that, the observance of any provision of this Employment Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Employment Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

8.3Assignment; Third-Party Beneficiaries. This Employment Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. Nothing in this Employment Agreement shall confer upon any Person not a party to this Employment Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Employment Agreement, except (a) the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive and (b) any member of the Company Group may enforce the provisions of Section 4. The Company is authorized to assign this Employment Agreement to a successor to substantially all of its assets.

8.4Notices. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Employment Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by (a) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt (b) e-mail (with electronic return receipt), (c) reputable commercial overnight delivery service courier, with confirmation of receipt or (d) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to the Company:

Evoqua Water Technologies LLC

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210 Sixth Avenue

Suite 3300

Pittsburgh, PA 15222

Attn: Executive Vice President, General Counsel

with a copy to:

Jones Day
500 Grant Street

Suite 4500

Pittsburgh, PA 15219-2514
Attention: Amy I. Pandit
e-mail: apandit@jonesday.com

If to the Executive: Anthony Webster, at his principal office and e-mail address at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company.

All such notices, requests, consents and other communications shall be deemed to have been given when received. Either party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth.

8.5Governing Law. This Employment Agreement shall be construed and enforced in accordance with, and the laws of the State of New York hereto shall govern the rights and obligations of the parties, without giving effect to the conflicts of law principles thereof.

8.6Severability. Whenever possible, each provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Employment Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Employment Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

8.7Legal Fees. The Company shall reimburse the Executive for any costs and expenses (including, without limitation, attorneys’ fees) reasonably incurred by the Executive in disputing any issue arising under this Employment Agreement relating to the Executive’s termination of employment or in seeking to obtain or enforce any benefit or right provided by this Employment Agreement, regardless of the outcome of such dispute; provided that (a) the Executive has acted in good faith with respect to any such dispute, (b) the Executive will have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred, and (c) such reimbursements or in-kind benefits comply with the 409A Reimbursement Rules.

8.8Entire Agreement. From and after the Effective Date, this Employment Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements and understandings (including any prior course of dealings), both

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written and oral, between the parties hereto with respect to the subject matter hereof, including, without limitation, any offer letters addressed to the Executive.

8.9Counterparts. This Employment Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

8.10Survivorship. Upon the expiration or other termination of this Employment Agreement, the respective rights and obligations of the parties hereto, including, without limitation, with respect to the Executive’s obligations set forth in Section 4, shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Employment Agreement.

8.11Binding Effect. This Employment Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company.

8.12General Interpretive Principles. The name assigned this Employment Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. Any reference to a Section of the Internal Revenue Code of 1986, as amended, shall be deemed to include any successor to such Section.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the Effective Date.

EVOQUA WATER TECHNOLOGIES LLC

By:    /s/ Vince Grieco    

    Name: Vince Grieco

    Title: EVP / General Council

EVOQUA WATER TECHNOLOGIES CORP.

(solely for purposes of Sections 2.4 and 3.2 hereof)

By:    /s/ Vince Grieco    

    Name: Vince Grieco

    Title: EVP / General Council

EXECUTIVE

/s/ Anthony Webster    

Anthony Webster

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EXECUTION VERSION

EXHIBIT A

You should consult with an attorney before signing this release of claims.

Release of Claims

1.    In consideration of the payments and benefits to be made under the Amended and Restated Employment Agreement, dated as of [____________] (the “Employment Agreement”), to which Anthony Webster (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices)and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

(A)    rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement;

(B)    the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

(C)    claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

(D)    rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force;

(E)    any matters which expressly survive the execution of this Release as set forth in the Employment Agreement, the terms and conditions of which are incorporated herein by reference; and

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EXECUTION VERSION

(F)    rights granted to Executive during his employment related to the grant or purchase of equity of Holdings (as defined in the Employment Agreement) or any other rights as a stockholder of Holdings.

2.    The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3.    This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4.    The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5.    The Executive acknowledges that he has been given but not utilized a period of [21/45] days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven days following (and not including) the date of execution, revoke this Release. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Severance Amount (as defined in the Employment Agreement), to the provision of the Equity Acceleration (as defined in the Employment Agreement), and the Benefits Continuation (as defined in the Employment Agreement), but the remainder of the Employment Agreement shall continue in full force.

6.    The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

7.    The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Release, and has been given a sufficient period within which to consider this Release.

8.    The Executive acknowledges that this Release relates only to claims that exist as of the date of this Release.

9.    The Executive acknowledges that the Severance Amount he is receiving in connection with this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

10.    Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

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EXECUTION VERSION

11.    This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

12.    The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

13.    This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

14.    This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

15.    Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

[signature page follows]

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EXECUTION VERSION

    IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of ____________________.

EVOQUA WATER TECHNOLOGIES LLC

By:    

    Name: Vince Grieco

    Title: EVP / General Council

EXECUTIVE

By:    

    Name: Anthony Webster

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EX-10.8

EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 7, 2023 (this “Employment Agreement”), by and between Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”), and James M. Kohosek (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for the purposes of Sections 2.6 and 3.2 hereof, Evoqua Water Technologies Corp. (“Holdings”).

WHEREAS, the Parties previously entered into that certain Employment Agreement dated September 6, 2017 and amended June 22, 2018 (as amended, the “Prior Agreement”);

WHEREAS, the Parties desire to amend and restate the Prior Agreement in its entirety as set forth herein;

WHEREAS, the Company desires to continue to employ the Executive as Executive Vice President, Chief Administrative Officer of the Company and wishes to be assured of his continued services on the terms and conditions hereinafter set forth; and

WHEREAS, the Executive desires to continue to be employed by the Company as Executive Vice President, Chief Administrative Officer of the Company and to continue to perform and to serve the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:

Section 1.Employment.

1.1Term. As of the date hereof (the “Effective Date”), the Company shall continue to employ the Executive, and the Executive hereby agrees to serve the Company on the terms and conditions set forth herein. The term of the Executive’s employment under this Employment Agreement will commence as of the Effective Date and end on September 6, 2023 (the “Employment Period”), unless terminated earlier pursuant to Section 3 hereof; provided, however, that the Employment Period will automatically be extended for a one-year period on September 6, 2023 (and on each anniversary of such date thereafter) (the “Renewal Period”), unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period (such non-extension, a “Non-Renewal”) (the Employment Period and each subsequent Renewal Period, if any, shall constitute the “Employment Period”, unless terminated earlier pursuant to Section 3 of this Employment Agreement).

1.2Duties. During the Employment Period, the Executive shall serve as Executive Vice President, Chief Administrative Officer of the Company, and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time, and shall report directly to Chief Executive Officer. In his position of Executive Vice President, Chief Administrative Officer, the Executive shall perform duties customary for the Executive Vice President, Chief Administrative Officer of a company similar to the Company’s size and nature, plus such additional duties, consistent with the foregoing, as the Chief Executive Officer or his designee may reasonably assign.

1.3Exclusivity. During the Employment Period, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company, shall faithfully serve the Company, and shall conform to and comply with the lawful and reasonable directions and instructions given to him by the Chief Executive Officer, consistent

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with Section 1.2 hereof. During the Employment Period, the Executive shall use his best efforts to promote and serve the interests of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit; provided, that the Executive may (a) serve any civic, charitable, educational or professional organization, (b) manage his personal investments and (c) serve on the board of directors of one other for-profit enterprise, in each case so long as any such activities do not (x) violate the terms of this Employment Agreement (including Section 4) or (y) materially interfere with the Executive’s duties and responsibilities to the Company.

Section 2.Compensation.

2.1Salary. As compensation for the performance of the Executive’s services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $393,175, payable in accordance with the Company’s standard payroll policies (the “Base Salary”). The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the board of directors of the Company (the “Board”) (or a committee thereof) in its discretion.

2.2Annual Bonus. For each fiscal year ending during the Employment Period, the Executive shall be eligible for potential awards of additional compensation (the “Annual Bonus”) to be based upon the achievement of one or more performance goals established by the Board or a committee thereof (the “Performance Targets”). The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executive’s target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 60% of Base Salary (the “Target Annual Bonus Opportunity”), with the actual Annual Bonus, if any, to be based on the Company’s actual performance relative to the Performance Targets. The Annual Bonus, if any, shall be paid within 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March 15th of the year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section 3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year. At the discretion of the Board or a committee thereof, the Annual Bonus may be paid in the form of cash or equity securities, which equity securities may be subject to vesting restrictions provided that (a) any such vesting period may not exceed the 15-month period following the end of the fiscal year to which the Annual Bonus relates and (b) the value of the equity securities awarded to the Executive in lieu of the Annual Bonus shall include a bonus premium equal to no less than 20% of the Annual Bonus.

2.3Stockholders’ Agreement and Registration Rights Agreement. With respect to each of the Second Amended and Restated Stockholders’ Agreement among Holdings and certain other parties dated as of December 11, 2014 (the “Stockholders’ Agreement”), and the First Amended and Restated Registration Rights Agreement among Holdings and certain other parties dated as of December 11, 2014 (the “Registration Rights Agreement”), to which the Executive is a party:

(a)Stockholders’ Agreement Tag-Along and Drag-Along Rights. Notwithstanding anything to the contrary in the Stockholders’ Agreement, Holdings acknowledges and agrees that in connection with any transaction described in Section 2.3 or 2.4 of the Stockholders’ Agreement, the Executive shall not be required to sign any agreement that subjects the Executive to non-competition or non-solicitation obligations that have a duration or scope in excess of the duration or scope of the Executive’s non-competition and non-solicitation obligations under this Employment Agreement.

(b)Registration Rights Agreement Tag-Along Rights. Holdings agrees that the last paragraph of Section 2.3(a) of Registration Rights Agreement (which begins with the phrase, “Notwithstanding anything in this Section 2.3(a) to the contrary”) shall not apply to the

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Executive, other than in connection with an “IPO” (as defined in the Registration Rights Agreement).

(c)Registration Rights Agreement Form S-8 Registration Statement. Holdings agrees that following an IPO, Holdings shall register a number of shares equal to the number of then-outstanding options granted under the Company’s Stock Option Plan pursuant to one or more registration statements on Form S-8, provided, that, the Executive agrees and acknowledges that notwithstanding the registration of any of the shares underlying the Executive’s outstanding options, the Executive shall remain subject to the Restricted Period (as defined in Section 2.7 of the Registration Rights Agreement), and to any agreed upon lock-up arrangement, in each case, with respect to any such shares registered on Form S-8.

(d)Surviving Terms. Other than as set forth in this Section 2.3, the terms of the Stockholders’ Agreement and the Registration Rights Agreement insofar as either relates to the Executive shall remain in full force and effect. In the event of a conflict between, on the one hand, this Employment Agreement, and, on the other hand, the Stockholders’ Agreement or the Registration Rights Agreement, the terms of this Employment Agreement shall prevail.

2.4Employee Benefits. During the Employment Period, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other executives of the Company. During the Employment Period, the Executive will be eligible for Paid Time Off (“PTO”) per the Company’s PTO policy at 25 days per calendar year.

2.5Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance thereunder (“Section 409A”), any expense or reimbursement described in this Employment Agreement shall meet the following requirements: (a) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year, (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit, and (d) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses (the “409A Reimbursement Rules”).

2.6Stock Option Exercise Period. Notwithstanding anything to the contrary in any award agreement governing any outstanding stock option held by the Executive as of the Effective Date (the “Outstanding Stock Options”): (a) Holdings hereby agrees that the post-termination exercise period applicable to such Outstanding Stock Options shall be one (1) year following the Executive’s Termination Date (as defined below); provided that in no event shall such period extend beyond the maximum term of the Outstanding Stock Option; and (b) the applicable award agreements governing such Outstanding Stock Options shall be deemed to be amended to provide for such one (1) year exercise period.

Section 3.Employment Termination.

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3.1Termination of Employment. The Company may terminate the Executive’s employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Executive (other than in the event of a termination by the Company for Cause), and the Executive may voluntarily terminate his employment hereunder for any reason (including due to a Non-Renewal) during the Employment Period upon not less than 15 days’ written notice to the Company (subject, in each case, to the longer notice requirements in connection with a termination of employment by the Executive for Good Reason as set forth in Section 3.2(b)(iv)) (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”). Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for any fiscal year completed prior to the Termination Date (payable in the ordinary course pursuant to Section 2.2), (c) unused vacation days paid out at the per-business-day Base Salary rate, (d) vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements and (e) any unreimbursed expenses in accordance with Section 2.5 hereof (collectively, the “Accrued Amounts”); provided, however, that if the Executive’s employment hereunder is terminated by the Company for Cause, then any Annual Bonus earned pursuant to Section 2.2 in respect of a prior fiscal year, but not yet paid or due to be paid, shall be forfeited. For all purposes under this Employment Agreement and any agreement related to stock or stock options purchased by or granted to the Executive, a termination of the Executive’s employment upon expiration of the Employment Period following a notice provided by the Company pursuant to Section 1.1 shall be treated as a termination by the Company other than for Cause.

3.2Certain Terminations.

(a)Termination by the Company other than for Cause, Death or Disability; Termination by the Company due to Non-Renewal; Termination by the Executive for Good Reason. If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability, (ii) by the Company due to a Non-Renewal, or (iii) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to either (A) if such termination does not occur upon or within two (2) years following a Change in Control, the payment of an amount equal to (x) twelve (12) months of his Base Salary at the rate in effect immediately prior to the Termination Date, in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, plus (y) a prorated portion of the Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 (the “Prorated Bonus”) or (B) if such termination occurs upon or within two (2) years following a Change in Control, the payment of an amount equal to the sum of (x) two times his Base Salary at the rate in effect immediately prior to the Termination Date, plus (y) two times his Target Annual Bonus Opportunity for the year in which the Termination Date occurs, plus (z) the Prorated Bonus, with this sum payable in a lump sum on the first payroll date following the date on which the Release has become effective ((A) and (B), collectively, the “Severance Amount”); provided, however, that for purposes of this subclause (B), the Prorated Bonus will be based on the Executive’s Target Annual Bonus Opportunity for the year in which the Termination Date occurs rather than an Annual Bonus based on the Company’s performance. In addition, if such termination occurs upon or within two (2) years following a Change in Control, any outstanding unvested equity awards held by the Executive shall become fully vested on the date the Release becomes effective (with any such awards that vest subject to performance metrics vesting at 100% of target) (the “Equity Acceleration”). In addition, regardless of when such termination occurs, the

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Company shall provide the Executive with continued medical and dental insurance coverage until the earlier of the first anniversary of the Termination Date, and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated senior executives of the Company during such period (“Benefits Continuation”). Regardless of when such termination occurs, the Company shall also reimburse the Executive for outplacement assistance during the 6- month period beginning on the Termination Date, with any such reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Company’s obligations to pay the Severance Amount and Equity Acceleration, and pay premiums relating to Benefits Continuation shall be conditioned upon: (x) the Executive’s continued compliance with his obligations under Section 4 of this Employment Agreement, and (y) the Executive’s execution, delivery and non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A, within 45 days after the Executive’s Termination Date.

(b)Definitions. For purposes of Section 3, the following terms have the following meanings:

(i)“Cause” shall mean the Executive’s having engaged in any of the following: (A) commission of an act which constitutes common law fraud, embezzlement or a felony, an act of moral turpitude, or of any tortious or unlawful act causing material harm to the business, standing or reputation of the Company or any of its affiliates, (B) gross negligence on the part of the Executive in the performance of his duties hereunder, (C) breach of his duty of loyalty or care to the Company, (D) other misconduct that is materially detrimental to the Company or any of its affiliates, or (E) ongoing and deliberate refusal or failure to perform the Executive’s duties as contemplated by this Employment Agreement or any other agreement with or for the benefit of the Company to which the Executive is a party or by which the Executive is bound, which in the case of a failure that is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Company written notice of such failure, provided that for the avoidance of doubt a failure to meet performance expectations shall not in of itself constitute Cause. If the Company terminates the Executive’s employment for Cause, the Company shall provide written notice to the Executive of that fact on or before the termination of employment. However, if, within 60 days following the termination, the Company first discovers facts that would have established “Cause” for termination, and those facts were not known by the Company at the time of the termination, then the Company may provide the Executive with written notice, including the facts establishing that the purported “Cause” was not known at the time of the termination, in which case the Executive’s termination of employment will be considered a for Cause termination under this Employment Agreement.

(ii)“Change in Control” has the meaning given to that term under the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan as in effect on the date hereof.

(iii)“Disability” shall mean the Executive is entitled to and has begun to receive long-term disability benefits under the long-term disability plan of the Company in which the Executive participates, or, if there is no such plan, the Executive’s inability, due to physical or mental ill health, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days out of any 270 day consecutive day period.

(iv)“Good Reason” shall mean one of the following has occurred: (A) a material and adverse change in the Executive’s duties or responsibilities as an employee of the Company (which, for the avoidance of doubt, shall include a change in the Executive’s direct reporting relationship, following the acquisition of the Company by an acquiror in a strategic transaction, to anyone other than to the Chief Executive Officer of the ultimate parent entity of

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such acquiror (or if the acquiror does not have a parent, the acquiror) (the “Parent”)), (B) a relocation of the Executive’s principal place of employment without the Executive’s consent, or (C) a breach by the Company of a material term of this Employment Agreement. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that constitutes Good Reason, within 30 days of the first date on which the Executive has knowledge of such conduct (the “Good Reason Notification Period”). The Executive shall further provide the Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Executive for Good Reason shall be effective on the day following the expiration of such cure period. Notwithstanding the foregoing:

(1) the Executive may not claim Good Reason for either (x) failure to report to the Chief Executive Officer of the Parent or (y) a change in the Executive’s duties so long as the Executive continues to have a role that is substantially similar to that as in effect immediately prior to the Effective Time (as defined below), in either case during the 12-month period following the Effective Time (for purposes of clarity, this means that the Good Reason Notification Period for failure to report to the Chief Executive Officer of the Parent (and be entitled to the severance and other benefits provided hereunder) shall commence on the one-year anniversary of the Effective Time);

(2) the Executive’s Total Direct Compensation (as defined below) for the twelve (12)-month period following the Effective Time shall be equal to, or greater than, the Executive’s Total Direct Compensation immediately prior to the Effective Time; provided, however, that in the event that Parent’s equity plans do not permit acceleration upon a termination of employment described in Section 3.2(a), then Parent may substitute cash compensation in lieu of equity compensation so long as such cash compensation has equivalent value to the value of the equity compensation that the Executive would receive upon full vesting either in accordance with its vesting terms or upon such a termination; and

(3) the provisions in subclauses (1) and (2) in this Section 3.2(b)(iv) shall only become effective if the transactions contemplated by the Merger Agreement are consummated on or before the Outside Date.

(v) “Effective Time” has the meaning set forth in the Merger Agreement.

(vi) “Merger Agreement” means the Agreement and Plan of Merger, dated as of January 22, 2023, by and between Xylem Inc., an Indiana corporation, Fore Merger Sub, Inc., a Delaware corporation, and Holdings.

(vii) “Outside Date” has the meaning set forth in the Merger Agreement.

(viii) “Total Direct Compensation” means the Executive’s Base Salary, Target Annual Bonus Opportunity, and annual target long-term equity-based incentive opportunity.

(c)Section 409A. If the Executive is a “specified employee” for purposes of Section 409A, any Severance Amount required to be paid pursuant to Section 3.2 which is non-qualified deferred compensation that is subject to Section 409A shall commence on the day after the first to occur of (i) the day which is six months from the Termination Date, and (ii) the date of the Executive’s death. For purposes of this Employment Agreement, the terms “terminate,”

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“terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from service” within the meaning of the default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Employment Agreement shall be treated as a right to a series of separate payments.

3.3Exclusive Remedy. The foregoing payments and benefits continuation upon termination of the Executive’s employment shall constitute the exclusive severance payments and benefits continuation due the Executive upon a termination of his employment.

3.4Resignation from All Positions. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall resign, as of the date of such termination, from all positions he then holds as an officer, director, employee and member of the board of directors (and any committee thereof) of Holdings and its direct and indirect subsidiaries and affiliates (the “Company Group”). The Executive shall be required to execute such writings as are required to effectuate the foregoing, but the Executive shall be treated for all purposes as having so resigned upon termination of the Executive’s employment, regardless of when or whether the Executive executes any such documentation.

3.5Cooperation. Following the termination of the Executive’s employment with the Company for any reason, the Executive shall reasonably cooperate with the Company upon reasonable request of the Board and be reasonably available to the Company (taking into account any other full-time employment of the Executive) with respect to matters arising out of the Executive’s services to the Company and its subsidiaries, and the Company shall reimburse the Executive for any expenses reasonably incurred by the Executive in providing any assistance to the Company pursuant to this Section 3.5, including attorneys fees.

Section 4.Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships; Proprietary Rights.

4.1Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the

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Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

4.2Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement, and in further consideration of the Executive’s exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for the one year period following the Executive’s Termination Date (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any business that is in competition with (a) the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b) the present services marketed, sold or provided by the Company to its customers and as such services may be improved and/or modified or (c) the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b) and (c) above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products. For the avoidance of doubt, Restricted Enterprise shall include, but not be limited to: Pentair, GE, Veolia, Suez Degremont, Nalco/Ecolab, Ovivo, Kurita, Alfa Laval, Pall, Organo, Andritz and Ashland’s former water technology unit. During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.

4.3Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) for employment any person who is, or within 12 months prior to the date of such solicitation was, an employee of any member of the Company Group; provided, however, that this Section 4.3 shall not apply to any individual who was an employee of the Company or Holdings immediately prior to the Effective Time and is terminated by Xylem Inc. (or any of its affiliates) on or after the Effective Time.

4.4Interference with Business Relationships. During the Restriction Period (other than in connection with carrying out his responsibilities for the Company Group), the Executive shall not directly or indirectly induce or solicit (or assist any Person to induce or solicit) any customer or client of any member of the Company Group to terminate its relationship or otherwise cease doing business in whole or in part with any member of the Company Group, or directly or indirectly interfere with (or assist any Person to interfere with) any material relationship between any member of the Company Group and any of their customers or clients so as to cause harm to any member of the Company Group.

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4.5Extension of Restriction Period. The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

4.6Proprietary Rights. The Executive shall disclose promptly to the Company any and all inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by him, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company Group (the “Developments”). Except to the extent any rights in any Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by a member of the Company Group, the Executive assigns and agrees to assign all of his right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C § 101 et seq. are owned upon creation by the Company as the Executive’s employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executive’s employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Employment Agreement, the Executive has informed the Company in writing of any interest in any inventions or intellectual property rights that he holds as of the date hereof. If the Company is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document needed in connection with the actions described in this Section 4.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact to act for and on the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 4.6 with the same legal force and effect as if executed by the Executive.

4.7Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the Executive agrees not to disclose the terms of this Employment Agreement to any Person; provided the Executive may disclose this Employment Agreement and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys, so long as the Executive instructs every such Person to whom the Executive makes such disclosure not to disclose the terms of this Employment Agreement further. Any time after this Employment Agreement is filed with the Securities and Exchange Commission or any other government agency by the Company and becomes a public record, this provision shall no longer apply.

4.8Remedies. The Executive agrees that any breach of the terms of this Section 4 would result in irreparable injury and damage to the Company Group for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any portion of the Severance Amount paid by the Company to the Executive. The terms of this paragraph shall

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not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Section 4 are reasonable and necessary to protect the businesses of the Company Group because of the Executive’s access to Confidential Information and his material participation in the operation of such businesses. In the event that the Executive willfully and materially breaches any of the covenants set forth in this Section 4, then in addition to any injunctive relief, the Executive will promptly return to the Company any portion of the Severance Amount that the Company has paid to the Executive.

Section 5.Representations. The Executive represents and warrants that (a) he is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits his ability to enter into and fully perform his obligations under this Employment Agreement and (b) he is not otherwise unable to enter into and fully perform his obligations under this Employment Agreement.

Section 6.Non-Disparagement. From and after the Effective Date and following termination of the Executive’s employment with the Company, the Executive agrees not to make any statement, whether direct or indirect, whether true or false, that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company Group, any of its employees, officers, directors or stockholders.

Section 7.Withholding. All amounts paid to the Executive under this Employment Agreement during or following the Employment Period shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely responsible for the payment of all taxes imposed on him relating to the payment or provision of any amounts or benefits hereunder.

Section 8.Miscellaneous.

8.1Indemnification. To the extent provided in the Company’s By-Laws and Certificate of Incorporation, the Company shall indemnify the Executive for losses or damages incurred by the Executive as a result of all causes of action arising from the Executive’s performance of duties for the benefit of the Company, whether or not the claim is asserted during the Employment Period. This indemnity shall not apply to the Executive’s acts of willful misconduct or gross negligence. The Executive shall be covered under any directors’ and officers’ insurance that the Company maintains for its directors and other officers in the same manner and on the same basis as the Company’s directors and other officers.

8.2Amendments and Waivers. This Employment Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided, that, the observance of any provision of this Employment Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Employment Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

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8.3Assignment; Third-Party Beneficiaries. This Employment Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. Nothing in this Employment Agreement shall confer upon any Person not a party to this Employment Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Employment Agreement, except (a) the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive and (b) any member of the Company Group may enforce the provisions of Section 4. The Company is authorized to assign this Employment Agreement to a successor to substantially all of its assets.

8.4Notices. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Employment Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by (a) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt (b) email (with electronic return receipt), (c) reputable commercial overnight delivery service courier, with confirmation of receipt or (d) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:

If to the Company:

Evoqua Water Technologies LLC
210 Sixth Avenue
Suite 3300
Pittsburgh, PA 15222
Attn: Executive Vice President, General Counsel

If to the Executive:

James M. Kohosek, at his principal office and e-mail address at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company.

All such notices, requests, consents and other communications shall be deemed to have been given when received. Either party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties hereto notice in the manner then set forth.

8.5Governing Law. This Employment Agreement shall be construed and enforced in accordance with, and the laws of the State of New York hereto shall govern the rights and obligations of the parties, without giving effect to the conflicts of law principles thereof.

8.6Severability. Whenever possible, each provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Employment Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Employment Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such

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provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

8.7Legal Fees. The Company shall reimburse the Executive for any costs and expenses (including, without limitation, attorneys’ fees) reasonably incurred by the Executive in disputing any issue arising under this Employment Agreement relating to the Executive’s termination of employment or in seeking to obtain or enforce any benefit or right provided by this Employment Agreement, regardless of the outcome of such dispute; provided that (a) the Executive has acted in good faith with respect to any such dispute, (b) the Executive will have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred, and (c) such reimbursements or in-kind benefits comply with the 409A Reimbursement Rules.

8.8Entire Agreement. From and after the Effective Date, this Employment Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof.

8.9Counterparts. This Employment Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

8.10Survivorship. Upon the expiration or other termination of this Employment Agreement, the respective rights and obligations of the parties hereto, including, without limitation, with respect to the Executive’s obligations set forth in Section 4, shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Employment Agreement.

8.11Binding Effect. This Employment Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company.

8.12General Interpretive Principles. The name assigned this Employment Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. Any reference to a Section of the Internal Revenue Code of 1986, as amended, shall be deemed to include any successor to such Section.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.

EVOQUA WATER TECHNOLOGIES LLC

By:    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EVOQUA WATER TECHNOLOGIES CORP.

(solely for purposes of Sections 2.6 and 3.2 hereof)

By:    /s/ Anthony J. Webster    

    Name: Anthony J. Webster

    Title: EVP / CHRO

EXECUTIVE

/s/ James M. Kohosek    

Name: James M. Kohosek

NAI-1535115226v4

EXHIBIT A

You should consult with an attorney before signing this release of claims.

Release of Claims

1.    In consideration of the payments and benefits to be made under the Amended and Restated Employment Agreement, dated as of [____________] (the “Employment Agreement”), to which James M. Kohosek (the “Executive”) and Evoqua Water Technologies LLC, a Delaware limited liability company (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices)and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

(A)    rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement;

(B)    the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

(C)    claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

(D)    rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group or as an insured under any director’s and officer’s liability insurance policy now or previously in force;

(E)    any matters which expressly survive the execution of this Release as set forth in the Employment Agreement, the terms and conditions of which are incorporated herein by reference; and

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(F)    rights granted to Executive during his employment related to the grant or purchase of equity of Holdings (as defined in the Employment Agreement) or any other rights as a stockholder of Holdings.

2.    The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3.    This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4.    The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5.    The Executive acknowledges that he has been given but not utilized a period of [21/45] days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven days following (and not including) the date of execution, revoke this Release. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Severance Amount (as defined in the Employment Agreement), the provision of the Equity Acceleration (as defined in the Employment Agreement), and the Benefits Continuation (as defined in the Employment Agreement), but the remainder of the Employment Agreement shall continue in full force.

6.    The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

7.    The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to this Release, and has been given a sufficient period within which to consider this Release.

8.    The Executive acknowledges that this Release relates only to claims that exist as of the date of this Release.

9.    The Executive acknowledges that the Severance Amount he is receiving in connection with this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

10.    Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

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11.    This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

12.    The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

13.    This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

14.    This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

15.    Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.

[signature page follows]

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    IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of ____________________.

EVOQUA WATER TECHNOLOGIES LLC

By:    

    Name:

    Title:

EXECUTIVE

By:    

    Name: James M. Kohosek

NAI-1535115226v4

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald C. Keating, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 of Evoqua Water Technologies Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

		/s/ RONALD C. KEATING
Date:	May 2, 2023	Ronald C. Keating President, Chief Executive Officer and Director (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Benedict J. Stas, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 of Evoqua Water Technologies Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

		/s/ BENEDICT J. STAS
Date:	May 2, 2023	Benedict J. Stas Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

           In connection with the Quarterly Report on Form 10-Q of Evoqua Water Technologies Corp., a Delaware corporation (the “Company”), for the quarterly period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ronald C. Keating, President, Chief Executive Officer and Director of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

        (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		/s/ RONALD C. KEATING
Date:	May 2, 2023	Ronald C. Keating President, Chief Executive Officer and Director (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

            In connection with the Quarterly Report on Form 10-Q of Evoqua Water Technologies Corp., a Delaware corporation (the “Company”), for the quarterly period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Benedict J. Stas, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

        (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		/s/ BENEDICT J. STAS
Date:	May 2, 2023	Benedict J. Stas Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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Cover - shares	6 Months Ended
	Mar. 31, 2023	Apr. 28, 2023
Cover [Abstract]
Amendment Flag	false
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Type	10-Q
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-38272
Entity Registrant Name	EVOQUA WATER TECHNOLOGIES CORP.
Entity Tax Identification Number	46-4132761
Entity Address, Address Line One	210 Sixth Avenue
Entity Address, Postal Zip Code	15222
Entity Address, City or Town	Pittsburgh,
Entity Address, State or Province	PA
City Area Code	724
Local Phone Number	772-0044
Trading Symbol	AQUA
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		122,370,428
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Central Index Key	0001604643
Current Fiscal Year End Date	--09-30

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Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022
ASSETS
Current assets	$ 844,441	$ 831,389
Cash and cash equivalents	113,243	134,005
Receivables, net	303,855	305,712
Inventories, net	240,713	229,351
Contract assets	115,461	102,123
Prepaid and other current assets	59,070	59,971
Income tax receivable	477	227
Current assets held for sale	11,622	0
Property, plant, and equipment, net	414,080	405,289
Goodwill	468,929	473,572
Intangible assets, net	299,302	317,733
Deferred income taxes, net of valuation allowance	3,000	5,841
Operating lease right-of-use assets, net	56,568	53,540
Other non‑current assets	93,517	103,499
Non-current assets held for sale	29,733	0
Total assets	2,209,570	2,190,863
LIABILITIES AND EQUITY
Current liabilities	474,491	483,716
Accounts payable	216,893	213,518
Current portion of debt, net of deferred financing fees and discounts	19,376	17,266
Contract liabilities	75,512	62,439
Product warranties	6,556	6,740
Accrued expenses and other liabilities	153,110	178,272
Income tax payable	2,557	5,481
Current liabilities held for sale	487	0
Non‑current liabilities	995,774	997,054
Long-term debt, net of deferred financing fees and discounts	853,599	863,534
Product warranties	3,327	3,465
Obligation under operating leases	45,650	43,961
Other non‑current liabilities	76,641	69,889
Deferred income taxes	13,854	16,205
Non-current liabilities held for sale	2,703	0
Total liabilities	1,470,265	1,480,770
Commitments and Contingent Liabilities (Note 19)
Shareholders’ equity
Common stock, par value $0.01: authorized 1,000,000 shares; issued 123,944 shares, outstanding 122,280 at March 31, 2023; issued 123,411 shares, outstanding 121,747 at September 30, 2022	1,240	1,235
Treasury stock: 1,664 shares at March 31, 2023 and 1,664 shares at September 30, 2022	(2,837)	(2,837)
Additional paid-in capital	620,056	607,748
Retained earnings	80,916	61,016
Accumulated other comprehensive income, net of tax	39,930	42,931
Total shareholders’ equity	739,305	710,093
Total liabilities and shareholders’ equity	$ 2,209,570	$ 2,190,863

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Consolidated Balance Sheets Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Sep. 30, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, issued (in shares)	123,944,000	123,411,000
Common stock, outstanding (in shares)	122,280,000	121,747,000
Treasury stock (in shares)	1,664,000	1,664,000

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Unaudited Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Revenues [Abstract]
Revenues	$ 477,797,000	$ 426,728,000	$ 913,643,000	$ 792,996,000
Cost of Revenue [Abstract]
Cost of product sales and services	(325,901,000)	(297,842,000)	(631,438,000)	(553,602,000)
Gross profit	151,896,000	128,886,000	282,205,000	239,394,000
Operating Expenses [Abstract]
General and administrative expense	(77,758,000)	(66,976,000)	(141,834,000)	(124,805,000)
Sales and marketing expense	(43,215,000)	(39,859,000)	(83,601,000)	(76,308,000)
Research and development expense	(4,582,000)	(3,751,000)	(8,417,000)	(7,203,000)
Total operating expenses	(125,555,000)	(110,586,000)	(233,852,000)	(208,316,000)
Other operating income	1,827,000	1,415,000	3,124,000	3,072,000
Other operating expense	(4,711,000)	(143,000)	(4,788,000)	(290,000)
Operating profit (loss)	23,457,000	19,572,000	46,689,000	33,860,000
Interest expense	(10,303,000)	(9,950,000)	(20,377,000)	(16,529,000)
Income before income taxes	13,154,000	9,622,000	26,312,000	17,331,000
Income tax expense	(2,522,000)	(2,248,000)	(6,412,000)	(3,869,000)
Net income	10,632,000	7,374,000	19,900,000	13,462,000
Net income attributable to non‑controlling interest	0	44,000	0	145,000
Net income attributable to Evoqua Water Technologies Corp.	$ 10,632,000	$ 7,330,000	$ 19,900,000	$ 13,317,000
Basic income per common share	$ 0.09	$ 0.06	$ 0.16	$ 0.11
Diluted income per common share	$ 0.08	$ 0.06	$ 0.16	$ 0.11
Revenue from product sales
Revenues [Abstract]
Revenues	$ 292,651,000	$ 259,775,000	$ 553,042,000	$ 472,343,000
Cost of Revenue [Abstract]
Cost of product sales and services	(203,101,000)	(185,330,000)	(388,141,000)	(339,125,000)
Revenue from service
Revenues [Abstract]
Revenues	185,146,000	166,953,000	360,601,000	320,653,000
Cost of Revenue [Abstract]
Cost of product sales and services	$ (122,800,000)	$ (112,512,000)	$ (243,297,000)	$ (214,477,000)

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Unaudited Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Other comprehensive income (loss)
Net income	$ 10,632	$ 7,374	$ 19,900	$ 13,462
Foreign currency translation adjustments	753	2,176	4,315	3,785
Unrealized derivative (loss) gain on cash flow hedges, net of tax	(5,502)	21,730	(7,288)	28,311
Change in pension liability, net of tax	(15)	166	(28)	335
Total other comprehensive (loss) income	(4,764)	24,072	(3,001)	32,431
Less: Comprehensive income attributable to non‑controlling interest	0	(44)	0	(145)
Comprehensive income attributable to Evoqua Water Technologies Corp.	$ 5,868	$ 31,402	$ 16,899	$ 45,748

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Unaudited Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Earnings (Deficit)	Accumulated Other Comprehensive Income	Non-controlling Interest
Common stock issued at the beginning of the period (shares) at Sep. 30, 2021		122,173,000
Stockholders' equity, balance at the beginning of the period at Sep. 30, 2021	$ 582,219	$ 1,223	$ (2,837)	$ 582,052	$ (11,182)	$ 11,415	$ 1,548
Treasury stock, balance at the beginning of the period (in shares) at Sep. 30, 2021			1,664,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity based compensation expense	5,203			5,203
Issuance of common stock (in shares)		199,000
Issuance of common stock, net	824	$ 2		822
Dividends paid to non-controlling interest	(100)						(100)
Net income	6,088				5,987		101
Other comprehensive income (loss)	8,359					8,359
Common stock issued at the end of the period (shares) at Dec. 31, 2021		122,372,000
Stockholders' equity, balance at the end of the period at Dec. 31, 2021	602,593	$ 1,225	$ (2,837)	588,077	(5,195)	19,774	1,549
Treasury stock, balance at the end of the period (in shares) at Dec. 31, 2021			1,664,000
Common stock issued at the beginning of the period (shares) at Sep. 30, 2021		122,173,000
Stockholders' equity, balance at the beginning of the period at Sep. 30, 2021	582,219	$ 1,223	$ (2,837)	582,052	(11,182)	11,415	1,548
Treasury stock, balance at the beginning of the period (in shares) at Sep. 30, 2021			1,664,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	13,462
Other comprehensive income (loss)	32,431
Common stock issued at the end of the period (shares) at Mar. 31, 2022		122,766,000
Stockholders' equity, balance at the end of the period at Mar. 31, 2022	638,071	$ 1,229	$ (2,837)	592,105	2,135	43,846	1,593
Treasury stock, balance at the end of the period (in shares) at Mar. 31, 2022			1,664,000
Common stock issued at the beginning of the period (shares) at Dec. 31, 2021		122,372,000
Stockholders' equity, balance at the beginning of the period at Dec. 31, 2021	602,593	$ 1,225	$ (2,837)	588,077	(5,195)	19,774	1,549
Treasury stock, balance at the beginning of the period (in shares) at Dec. 31, 2021			1,664,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity based compensation expense	5,386			5,386
Issuance of common stock (in shares)		394,000
Issuance of common stock, net	(1,354)	$ 4		(1,358)
Net income	7,374				7,330		44
Other comprehensive income (loss)	24,072					24,072
Common stock issued at the end of the period (shares) at Mar. 31, 2022		122,766,000
Stockholders' equity, balance at the end of the period at Mar. 31, 2022	$ 638,071	$ 1,229	$ (2,837)	592,105	2,135	43,846	1,593
Treasury stock, balance at the end of the period (in shares) at Mar. 31, 2022			1,664,000
Common stock issued at the beginning of the period (shares) at Sep. 30, 2022	123,411,000	123,411,000
Stockholders' equity, balance at the beginning of the period at Sep. 30, 2022	$ 710,093	$ 1,235	$ (2,837)	607,748	61,016	42,931	0
Treasury stock, balance at the beginning of the period (in shares) at Sep. 30, 2022	1,664,000		1,664,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity based compensation expense	$ 6,196			6,196
Issuance of common stock (in shares)		156,000
Issuance of common stock, net	2,412	$ 2		2,410
Net income	9,268				9,268
Other comprehensive income (loss)	1,763					1,763
Common stock issued at the end of the period (shares) at Dec. 31, 2022		123,567,000
Stockholders' equity, balance at the end of the period at Dec. 31, 2022	$ 729,732	$ 1,237	$ (2,837)	616,354	70,284	44,694	0
Treasury stock, balance at the end of the period (in shares) at Dec. 31, 2022			1,664,000
Common stock issued at the beginning of the period (shares) at Sep. 30, 2022	123,411,000	123,411,000
Stockholders' equity, balance at the beginning of the period at Sep. 30, 2022	$ 710,093	$ 1,235	$ (2,837)	607,748	61,016	42,931	0
Treasury stock, balance at the beginning of the period (in shares) at Sep. 30, 2022	1,664,000		1,664,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 19,900
Other comprehensive income (loss)	$ (3,001)
Common stock issued at the end of the period (shares) at Mar. 31, 2023	123,944,000	123,944,000
Stockholders' equity, balance at the end of the period at Mar. 31, 2023	$ 739,305	$ 1,240	$ (2,837)	620,056	80,916	39,930	0
Treasury stock, balance at the end of the period (in shares) at Mar. 31, 2023	1,664,000
Common stock issued at the beginning of the period (shares) at Dec. 31, 2022		123,567,000
Stockholders' equity, balance at the beginning of the period at Dec. 31, 2022	$ 729,732	$ 1,237	$ (2,837)	616,354	70,284	44,694	0
Treasury stock, balance at the beginning of the period (in shares) at Dec. 31, 2022			1,664,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity based compensation expense	6,004			6,004
Issuance of common stock (in shares)		377,000
Issuance of common stock, net	(2,299)	$ 3		(2,302)
Net income	10,632				10,632
Other comprehensive income (loss)	$ (4,764)					(4,764)
Common stock issued at the end of the period (shares) at Mar. 31, 2023	123,944,000	123,944,000
Stockholders' equity, balance at the end of the period at Mar. 31, 2023	$ 739,305	$ 1,240	$ (2,837)	$ 620,056	$ 80,916	$ 39,930	$ 0
Treasury stock, balance at the end of the period (in shares) at Mar. 31, 2023	1,664,000

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Unaudited Consolidated Statements of Changes in Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities
Net income	$ 19,900	$ 13,462
Reconciliation of net income to cash flows (used in) provided by operating activities:
Depreciation and amortization	66,647	61,156
Amortization of deferred financing fees	943	926
Deferred income taxes	3,195	592
Share-based compensation	12,200	10,589
Gain on sale of property, plant, and equipment	(1,403)	(61)
Loss (gain) on sale of business	2,857	(193)
Impairment of long-lived assets	1,703	0
Foreign currency exchange (gains) losses on intercompany loans and other non-cash items	(9,805)	3,728
Changes in assets and liabilities
Accounts receivable	4,954	16,554
Inventories	(19,561)	(26,754)
Contract assets	(12,560)	(26,910)
Prepaids and other current assets	(4,294)	(14,049)
Accounts payable	1,929	19,589
Accrued expenses and other liabilities	(45,947)	(13,648)
Contract liabilities	12,590	(382)
Income taxes	(3,494)	135
Other non‑current assets and liabilities	4,333	(15,586)
Net cash provided by operating activities	34,187	29,148
Investing activities
Purchase of property, plant, and equipment	(53,211)	(36,320)
Purchase of intangibles	(2,479)	(1,582)
Proceeds from sale of property, plant, and equipment	3,621	1,940
Proceeds from sale of business, net of cash of $0 and $0	67	356
Acquisitions	816	194,976
Net cash used in investing activities	(51,186)	(230,582)
Financing activities
Borrowing of debt	157,774	223,793
Repayment of debt	(166,542)	(33,362)
Repayment of finance lease obligation	(7,156)	(6,571)
Proceeds from contingent consideration asset	7,824	0
Proceeds from issuance of common stock	4,700	5,274
Taxes paid related to net share settlements of share-based compensation awards	(4,734)	(5,144)
Distribution to non‑controlling interest	0	(100)
Net cash (used in) provided by financing activities	(8,134)	183,890
Effect of exchange rate changes on cash	4,371	800
Change in cash and cash equivalents	(20,762)	(16,744)
Beginning of period	134,005	146,244
End of period	113,243	129,500
Supplemental disclosure of cash flow information
Cash paid for taxes	7,039	2,889
Cash paid for interest	18,241	12,537
Non‑cash investing and financing activities
Finance lease transactions	8,770	6,199
Operating lease transactions	12,102	11,385
Cloud computing related intangible transaction	$ 15,877	$ 0

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Unaudited Consolidated Statements of Changes in Cash Flows (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Cash Flows [Abstract]
Cash divested with sale of business	$ 0	$ 0

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Description of the Company and Basis of Presentation

6 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of the Company and Basis of Presentation

Description of the Company and Basis of Presentation

Background

Evoqua Water Technologies Corp. (referred to herein as the “Company” or “EWT”) is a holding company and does not conduct any business operations of its own. The Company was incorporated on October 7, 2013. On November 6, 2017, the Company completed its initial public offering (“IPO”).

The Business

EWT provides a wide range of product brands and advanced water and wastewater treatment systems and technologies, as well as mobile and emergency water supply solutions and service contract options through its branch network. Headquartered in Pittsburgh, Pennsylvania, EWT is a multinational corporation with operations in the United States (“U.S.”), Canada, the United Kingdom (“UK”), the Netherlands, Germany, Australia, the People’s Republic of China, Singapore and India.

The Company is organizationally structured into two reportable operating segments for the purpose of making operational decisions and assessing financial performance: (i) Integrated Solutions and Services and (ii) Applied Product Technologies.

Basis of Presentation

The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). All intercompany transactions have been eliminated. Unless otherwise specified, all dollar and share amounts in these notes are referred to in thousands.

The interim Unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such SEC rules. We believe that the disclosures made are adequate to make the information presented not misleading. In our opinion, all adjustments considered necessary for a fair presentation of the financial statements have been included, and all adjustments are of a normal and recurring nature. We consistently applied the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as filed with the SEC on November 16, 2022 (“2022 Annual Report”), in preparing these Unaudited Consolidated Financial Statements, with the exception of accounting standard updates described in Note 2, “Recent Accounting Pronouncements.” These Unaudited Consolidated Financial Statements should be read in conjunction with the audited financial statements and the notes included in our 2022 Annual Report. Certain prior period amounts have been reclassified to conform to the current period presentation.

Proposed Merger with Xylem Inc.

On January 22, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Xylem Inc., an Indiana corporation (“Xylem”), and Fore Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Xylem (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a direct, wholly owned subsidiary of Xylem (the “Merger”).

At the effective time of the Merger (the “Effective Time”) and upon consummation of the Merger, subject to the terms and conditions set forth in the Merger Agreement, each share of the common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than treasury shares held by the Company and shares of the Company’s common stock owned, directly or indirectly, by Xylem or Merger Sub) will be converted into and become exchangeable for 0.48 shares of common stock, par value $0.01 per share, of Xylem (the “Xylem Shares”) to be issued by Xylem as consideration for the Merger. Cash will be issued in lieu of fractional shares.

Upon the closing of the Merger, legacy Company stockholders will own approximately 25% and legacy Xylem shareholders will own approximately 75% of the combined company.

The consummation of the Merger is subject to the satisfaction or waiver of certain customary mutual conditions, including (a) the receipt of the required approvals from the Company’s stockholders and Xylem’s shareholders at meetings currently scheduled for May 11, 2023, (b) receipt of required regulatory approvals under antitrust and foreign investment laws in applicable jurisdictions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Act (collectively, “Regulatory Clearances”) (at 11:59 p.m. Eastern Time on March 6, 2023, the 30-day Hart-Scott-Rodino waiting period expired without issuance of a Request for Additional Information and Documentary Material), (c) the absence of any temporary or permanent order, injunction, law or other legal restraint prohibiting or making illegal the consummation of the Merger, (d) the Xylem Shares issuable to the stockholders of the Company in connection with the Merger having been approved for listing on the New York Stock Exchange, subject to official notice of issuance, and (e) Xylem’s registration statement on Form S-4 having been declared effective under the Securities Act of 1933 (the registration statement was declared effective by the SEC on April 6, 2023). The obligation of each party to consummate the Merger is also conditioned upon (a) the accuracy of the representations and warranties of the other party as of the date of the Merger Agreement and as of the closing (subject to customary materiality qualifiers) and (b) compliance by the other party in all material respects with its respective pre-closing obligations under the Merger Agreement. Subject to the satisfaction or waiver of the conditions to the closing, the Merger is expected to close in mid-2023.

The Merger Agreement contains certain termination rights that may be exercised by either the Company or Xylem. In certain of those cases, we may be required to pay Xylem a termination fee of $225,000.

In connection with the Merger, we recognized costs of $10,040 and $10,240 for the three and six months ended March 31, 2023, respectively, included in General and administrative expenses in the Unaudited Consolidated Statements of Operations. These costs primarily relate to legal and consulting fees incurred in connection with the Merger.

For further information on the Merger Agreement, refer to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on January 23, 2023.

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Recent Accounting Pronouncements

6 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances transparency about an entity’s use of supplier finance programs by requiring quarterly and annual disclosures about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts annually, and a description of where in the financial statements outstanding amounts are presented. The guidance is effective for fiscal years beginning after December 15, 2022. The Company is currently assessing the impact of adoption on the Company’s Unaudited Consolidated Financial Statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends Accounting Standards Codification (“ASC”) 805 to require an acquirer to, at the date of acquisition, recognize and measure contract assets and contract liabilities acquired in accordance with ASU 2014-9, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), as if the entity had originated the contracts, rather than adjust them to fair value at the acquisition date. The guidance is effective for fiscal years beginning after December 15, 2022 and is to be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently assessing the impact of adoption on the Company’s Unaudited Consolidated Financial Statements and related disclosures.

Accounting Pronouncements Recently Adopted

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This ASU is one of the subsequent amendments to ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Revenue Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The objective of the guidance in Topic 848 is to provide temporary relief during the transition period. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, ASU 2022-06 was issued to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company adopted ASU 2022-06 during the three months ended December 31, 2022 and the adoption did not have a material impact on the Company’s Unaudited Consolidated Financial Statements and related disclosures.

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Variable Interest Entities

6 Months Ended

Mar. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Variable Interest Entities

Variable Interest Entities

Treated Water Outsourcing (“TWO”) was a joint venture between the Company and Nalco Water, an Ecolab company (“Nalco”), in which the Company held a 50% partnership interest. The Company acquired the remaining partnership interest in TWO from Nalco on April 1, 2022. Prior to acquisition, the Company was obligated to absorb all risk of loss up to 100% of the joint venture partner’s equity. As such, the Company fully consolidated TWO as a variable interest entity (“VIE”) under ASC Topic No. 810, Consolidation.

The following provides TWO’s summarized financial information for the three and six months ended March 31, 2022. As a result of the acquisition of the remaining partnership interest in TWO on April 1, 2022, there is no summarized financial information for the three and six months ended March 31, 2023.

	Three Months Ended March 31, 2022		Six Months Ended March 31, 2022
Total revenue	$	796	$	1,641
Total operating expenses	(703)		(1,440)
Income from operations	$	93	$	201

On October 1, 2019, the Company acquired a 60% investment position in San Diego-based Frontier Water Systems, LLC (“Frontier”). The Frontier acquisition was a VIE because it had insufficient equity to finance its activities due to key

assets being assigned to the Company upon acquisition.  The Company was the primary beneficiary of Frontier because the Company had the power to direct the activities that most significantly affect Frontier’s economic performance.

In addition, the Company entered into an agreement to purchase the remaining 40% interest in Frontier on or prior to March 30, 2024. This agreement (a) gave holders of the remaining 40% interest in Frontier (the “Minority Owners”) the right to sell to Evoqua up to approximately 10% of the outstanding equity in Frontier at a predetermined price, which right was exercisable by the Minority Owners between January 1, 2021 and February 28, 2021 (the “Option”), and (b) obligated the Company to purchase and the Minority Owners to sell all of the Minority Owners’ remaining interest in Frontier at the fair market value at the time of sale on or prior to March 30, 2024 (the “Purchase Right”). The Company acquired an additional 8% equity interest in Frontier in April 2021. On April 1, 2022, the Company purchased the remaining 32% outstanding equity in Frontier.

The following provides Frontier’s summarized financial information for the three and six months ended March 31, 2022. As a result of the acquisition of the remaining equity interest in Frontier on April 1, 2022, there is no summarized financial information for the three and six months ended March 31, 2023.

	Three Months Ended March 31, 2022		Six Months Ended March 31, 2022
Total revenue	$	6,414	$	13,363
Total operating expenses	(6,149)		(12,135)
Income from operations	$	265	$	1,228

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Acquisitions and Divestitures

6 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions and Divestitures

Acquisitions and Divestitures

Acquisitions support the Company’s strategy of delivering a broad solutions portfolio with robust technology across multiple geographies and end markets. The Company continues to evaluate potential strategic acquisitions of businesses, assets and product lines and believes that capex-like, tuck-in acquisitions present a key opportunity within its overall growth strategy. Divestitures support the Company’s strategy of focusing on core business operations and delivering on long-term operational goals.

2023 Acquisitions and Divestitures

On March 31, 2023, the Company completed its divestiture of its blood filter and water filter product lines that are sold into renal and other medical applications (the “Filtration Business”) to Medica USA Inc., a subsidiary of Medica S.p.A. (“Medica”), for $67 in cash at closing. The Company recognized a loss on sale of $2,857, which is included in Other operating expense on the Consolidated Statements of Operations during the three months ended March 31, 2023. The Filtration Business was included in the Integrated Solutions and Services segment and was determined by management not to be core to the Company’s long-term business strategy or operations. The sale of the Filtration Business does not represent a strategic shift that will have a major effect on the Company’s operations and financial results and is, therefore, not classified as discontinued operations in accordance with ASU 2014-08. The Company entered into a supply agreement with Medica under which the Company will purchase water filters used by its customers in the Company’s dialysis water systems.

On February 28, 2023, the Company completed its acquisition of the Texas-based industrial water service business accounts and deionization and carbon tank assets of Kemco Systems (“Kemco”) for $900 in cash at closing. This acquisition expands the Company’s service and aftermarket business in the Texas market while strengthening the Company’s ability to better support and service its industrial customers in the region. The acquisition did not meet the definition of a business under ASC 805, and as such was accounted for as an asset acquisition. The acquired business is included within the Integrated Solutions and Services segment.

On February 14, 2023, the Company entered into a definitive agreement to divest its carbon reactivation and slurry operations (the “Carbon Business”) to Desotec US LLC, a subsidiary of Desotec N.V. (“Desotec”). The sale of the Carbon Business will allow the Company to focus on its core service business, which includes carbon services and the sale of high-quality activated carbon. At the closing of the transaction, the Company will enter into a supply agreement with Desotec under which the Company will purchase reactivated carbon to continue to service its customers. During the three months ended March 31, 2023, the assets and liabilities of the Carbon Business met the accounting criteria to be classified as held for sale on the Consolidated Balance Sheets. As part of the required evaluation under the held for sale guidance, the Company determined that the approximate fair value less costs to sell the operations exceeded the carrying value of the net assets and as such, no impairment charge was recorded. As of March 31, 2023, the transaction had not closed and is expected to close in the third quarter of 2023. Gross proceeds upon closing of the transaction are anticipated to be $100,000 and the Company expects to record a gain on sale. The Carbon Business is included in the Integrated Solutions and Services segment.

The following represents the carrying value of the assets and liabilities within the disposal group at March 31, 2023:

Inventories, net	$	11,622
Current assets held for sale	11,622
Property, plant, and equipment, net	6,744
Operating lease right-of-use assets, net	2,312
Goodwill	7,830
Intangible assets, net	12,847
Non-current assets held for sale	29,733
Total assets held for sale	$	41,355
Accrued expenses and other liabilities	487
Current liabilities held for sale	487
Obligation under operating leases	2,703
Non-current liabilities held for sale	2,703
Total liabilities held for sale	$	3,190

2022 Acquisitions

On July 15, 2022, the Company completed the acquisition of Epicor, Inc. (“Epicor”) for $4,339 cash paid at closing. During the three months ended December 31, 2022, the Company paid cash of $38 to the seller as a result of net working capital adjustments. Epicor has supplied specialty resins for power steam system treatment for fifty years. The resins provide a cost-effective and efficient method for creating and maintaining a continual supply of ultra-pure water for power plants. Epicor is included within the Integrated Solutions and Services segment.

On July 1, 2022, the Company completed the acquisition of Smith Engineering, Inc. (“Smith Engineering”) for $18,878 cash paid at closing, of which $2,895 was paid into an escrow account. Smith Engineering is a leader in the design, manufacturing, and service of custom high purity water treatment equipment serving the biotech/pharmaceutical, data center, food and beverage, healthcare, medical device, and microelectronics markets. With over 1,200 customers in North America, Smith Engineering offers a variety of water treatment products and services, including filtration, UV, reverse osmosis, and deionization. Smith Engineering is included within the Integrated Solutions and Services segment.

The acquisition of Smith Engineering has been accounted for using the acquisition method of accounting which requires the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. Due to the nature of the net assets acquired, at March 31, 2023, the valuation process to determine fair values is not complete and further adjustments are expected in the remainder of fiscal year 2023. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price allocation adjustments will be recorded during the measurement period, but no later than one year from the date of the acquisition.

The preliminary fair value of assets acquired and liabilities assumed were as follows:

Receivables, net	$	2,501
Inventories, net	1,345
Other current assets	937
Property, plant, and equipment, net	532
Goodwill	7,820
Intangible assets, net	9,815
Other non-current assets	796
Total assets acquired	$	23,746
Current liabilities	(1,834)
Non-current liabilities	(3,034)
Total liabilities assumed	$	(4,868)
Net assets acquired	$	18,878

On December 20, 2021, the Company and its indirect wholly-owned subsidiaries Evoqua Water Technologies LLC (“EWT LLC”) and Evoqua Water Technologies Ltd. (together with EWT LLC, the “Buyer”) entered into an Asset Purchase Agreement (the “Agreement”) with Cantel Medical LLC, Mar Cor Purification, Inc., and certain of their affiliates (collectively, the “Sellers”), each wholly-owned subsidiaries of Steris plc, pursuant to which the Buyer agreed to acquire certain assets of the Sellers and assume certain liabilities of the Sellers that are owned or used or arise in connection with the global operation of the Sellers’ renal business (the “Mar Cor Business”) for an aggregate purchase price of $196,300 in cash at closing (the “Purchase Price”), subject to customary adjustments, including for working capital (the “Transaction”). On January 3, 2022, the Company completed the Transaction to acquire the Mar Cor Business for $194,976 paid in cash at closing, following adjustments. During the six months ended March 31, 2022, the Company received cash of $1,754 from the Sellers as a result of net working capital adjustments, thus resulting in a final purchase price of $193,222. The Company utilized cash on hand and borrowed an additional $160,000 under the 2021 Revolving Credit Facility (as defined below) to fund the Transaction. The Mar Cor Business is included within the Integrated Solutions and Services segment.

The Purchase Price included a $12,300 earn out, which was being held in escrow and was to be paid, pro rata, to the Sellers if the Mar Cor Business met certain sales performance goals through December 31, 2022 (the “Earn Out”). During the three months ended March 31, 2023, the Company received cash of $12,300 for the Earn Out asset. See Note 6, “Fair Value Measurements”, for further discussion.

The acquisition of the Mar Cor Business has been accounted for using the acquisition method of accounting which requires the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date.

The opening balance sheet for the Mar Cor Business is summarized as follows:

Receivables, net	$	21,275
Inventories, net	32,350
Earn Out asset	7,824
Other current assets	1,844
Property, plant, and equipment, net	19,150
Goodwill	67,000
Intangible assets, net	57,094
Other non-current assets	7,694
Total assets acquired	$	214,231
Current liabilities	(15,467)
Non-current liabilities	(5,542)
Total liabilities assumed	$	(21,009)
Net assets acquired	$	193,222

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Revenue

6 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Performance Obligations

The Company elects to apply the practical expedient to exclude from this disclosure revenue related to performance obligations if the product has an alternative use and the Company does not have an enforceable right to payment for the performance completed to date, including a normal profit margin, in the event of termination for convenience. The Company maintains a backlog of confirmed orders, which totaled approximately $407,197 at March 31, 2023. This backlog represents the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied or partially unsatisfied as of the end of the reporting period. The Company estimates that the majority of these performance obligations will be satisfied within the next twelve to twenty-four months.

Disaggregation of Revenue

In accordance with Topic 606, the Company disaggregates revenue from contracts with customers into source of revenue, reportable operating segment, and geographical regions. The Company determined that disaggregating revenue into these categories meets the disclosure objective in Topic 606, which is to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Information regarding the source of revenue:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Revenue from contracts with customers recognized under Topic 606	$	429,239	$	382,758	$	820,670	$	700,529
Other(1)	48,558		43,970		92,973		92,467
Total	$	477,797	$	426,728	$	913,643	$	792,996

(1)     Other revenue relates to revenue recognized pursuant to ASU 2016-02, Leases (Topic 842), primarily attributable to long term rentals.

Information regarding revenue disaggregated by source of revenue and segment is as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Integrated Solutions and Services
Capital	$	87,761	$	70,702	$	165,407	$	137,804
Aftermarket	60,805		62,271		118,245		91,569
Service	180,333		161,867		350,673		310,513
Total	$	328,899	$	294,840	$	634,325	$	539,886
Applied Product Technologies
Capital	$	99,412	$	91,778	$	187,477	$	175,662
Aftermarket	44,673		35,024		81,913		67,308
Service	4,813		5,086		9,928		10,140
Total	$	148,898	$	131,888	$	279,318	$	253,110
Total Revenue
Capital	$	187,173	$	162,480	$	352,884	$	313,466
Aftermarket	105,478		97,295		200,158		158,877
Service	185,146		166,953		360,601		320,653
Total	$	477,797	$	426,728	$	913,643	$	792,996

Information regarding revenue disaggregated by geographic area is as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
United States	$	394,143	$	352,639	$	755,365	$	647,347
Asia	33,447		28,042		67,968		58,947
Europe	33,377		28,641		57,864		54,270
Canada	13,085		13,748		26,259		26,409
Australia	3,745		3,658		6,187		6,023
Total	$	477,797	$	426,728	$	913,643	$	792,996

Contract Balances

The Company performs its obligations under a contract with a customer by transferring products and/or services in exchange for consideration from the customer. The Company receives payments from customers based on a billing schedule as established in its contracts.

Contract assets relate to costs incurred to perform in advance of scheduled billings. Contract liabilities relate to payments received in advance of performance under the contracts. Changes in contract assets and liabilities are due to the Company’s performance under the contract.

The tables below provide a roll-forward of contract assets and contract liabilities balances for the periods presented:

	Six Months Ended March 31,
Contract assets(a)	2023		2022
Balance at beginning of period	$	102,123	$	72,746
Recognized in current period	205,347		206,859
Reclassified to accounts receivable	(193,671)		(179,967)
Foreign currency	1,662		(136)
Balance at end of period	$	115,461	$	99,502

(a)     Excludes receivable balances which are disclosed on the Consolidated Balance Sheets.

	Six Months Ended March 31,
Contract Liabilities	2023		2022
Balance at beginning of period	$	62,439	$	55,883
Recognized in current period	212,122		174,518
Amounts in beginning balance reclassified to revenue	(49,217)		(44,292)
Current period amounts reclassified to revenue	(150,520)		(130,629)
Foreign currency	688		113
Balance at end of period	$	75,512	$	55,593

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Fair Value Measurements

6 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurement

Fair Value Measurements

As of March 31, 2023 and September 30, 2022, the fair values of cash and cash equivalents, accounts receivable, and accounts payable approximated carrying values due to the short maturity of these items.

The Company measures the fair value of pension plan assets and liabilities, deferred compensation plan assets and liabilities on a recurring basis pursuant to ASC Topic No. 820, Fair Value Measurement. ASC Topic No. 820 establishes a three‑tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model‑derived valuations whose inputs are observable or whose significant value driver is observable.

Level 3: Unobservable inputs in which little or no market data is available, therefore requiring an entity to develop its own assumptions.

The following table presents the Company’s financial assets and liabilities at fair value. The fair values related to the pension plan assets are determined using net asset value (“NAV”) as a practical expedient, or by information categorized in the fair value hierarchy level based on the inputs used to determine fair value. The reported carrying amounts of deferred compensation plan assets and liabilities and debt approximate their fair values. The Company uses interest rates and other relevant information generated by market transactions involving similar instruments to measure the fair value of these assets and liabilities, therefore all are classified as Level 2 within the valuation hierarchy.

	Net Asset Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of March 31, 2023
Assets:
Pension plan
Cash	$	—	$	1,552	$	—	$	—
Global Multi-Asset Fund	12,996		—		—		—
Government Securities	3,071		—		—		—
Guernsey Unit Trust	2,277		—		—		—
Global Absolute Return	1,462		—		—		—
Deferred compensation plan assets
Cash	—		723		—		—
Mutual Funds	—		12,805		—		—
Total return swaps—deferred compensation	—		—		205		—
Interest rate swaps	—		—		40,352		—
Foreign currency forward contracts	—		—		11		—
Commodity swaps	—		—		1		—
Liabilities:
Pension plan	—		—		(29,557)		—
Deferred compensation plan liabilities	—		—		(20,234)		—
Long‑term debt	—		—		(880,349)		—
Foreign currency forward contracts	—		—		(674)		—
Commodity swaps	—		—		(7)		—

	Net Asset Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of September 30, 2022
Assets:
Pension plan
Cash	$	—	$	40	$	—	$	—
Global Multi-Asset Fund	11,632		—		—		—
Government Securities	3,343		—		—		—
Liability Driven Investment	928		—		—		—
Guernsey Unit Trust	2,048		—		—		—
Global Absolute Return	1,299		—		—		—
Deferred compensation plan assets
Cash	—		902		—		—
Mutual Funds	—		12,330		—		—
Earn-out assets related to acquisitions	—		—		—		11,597
Interest rate swaps	—		—		49,952		—
Foreign currency forward contracts	—		—		507		—
Liabilities:
Pension plan	—		—		(26,654)		—
Deferred compensation plan liabilities	—		—		(20,081)		—
Total return swaps—deferred compensation	—		—		(632)		—
Long‑term debt	—		—		(884,517)		—
Foreign currency forward contracts	—		—		(872)		—
Commodity swaps	—		—		(7)		—

The pension plan assets and liabilities and deferred compensation plan assets and liabilities are included in Other non‑current assets and Other non‑current liabilities at March 31, 2023 and September 30, 2022. The unrealized loss on mutual funds was $1,208 at March 31, 2023.

The Company records contingent consideration arrangements at fair value on a recurring basis, and the associated balances presented as of September 30, 2022 are earn-outs related to acquisitions. The fair value of earn-outs related to acquisitions is based on significant unobservable inputs including the achievement of certain performance metrics. Significant changes in these inputs would result in corresponding increases or decreases in the fair value of the earn-out each period until the related contingency has been resolved. Changes in the fair value of the contingent consideration assets can result from adjustments in the probability of achieving future development steps, sales targets and profitability and are recorded in General and administrative expenses in the Unaudited Consolidated Statements of Operations. As a result of the Mar Cor Business acquisition on January 3, 2022, the Company recorded an Earn Out asset for $7,824 which represented the fair value of amounts expected to be received back from escrow based on the forecasted achievement of certain sales performance goals at the acquisition date. During the year ended September 30, 2022, the Company recorded an increase in the fair value of the Earn Out asset of $3,773 based on updated forecast information. During the six months ended March 31, 2023, the Company recorded an increase in the fair value of the Earn Out asset of $703 based on results of sales performance goals. The Company received cash of $12,300 for the Earn Out asset during the three months ended March 31, 2023. As of March 31, 2023 and September 30, 2022, the Earn Out asset related to the Mar Cor Business acquisition totaled $0 and $11,597, respectively, and is included in Prepaid and other current assets on the Consolidated Balance Sheets.

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Accounts Receivable

6 Months Ended

Mar. 31, 2023

Receivables [Abstract]

Accounts receivable

Accounts Receivable

Accounts receivable are summarized as follows:

	March 31, 2023		September 30, 2022
Accounts receivable	$	310,792	$	312,600
Allowance for credit losses	(6,937)		(6,888)
Receivables, net	$	303,855	$	305,712

The movement in the allowance for credit losses was as follows for the six months ended March 31, 2023:

Balance at September 30, 2022	$	(6,888)
Charged to costs and expenses	(362)
Write-offs	316
Foreign currency and other	(3)
Balance at March 31, 2023	$	(6,937)

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Inventories

6 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories

The major classes of Inventories, net are as follows:

	March 31, 2023		September 30, 2022
Raw materials and supplies	$	130,294	$	120,532
Work in progress	38,631		36,499
Finished goods and products held for resale	80,257		80,811
Costs of unbilled projects	2,968		2,309
Reserves for excess and obsolete	(11,437)		(10,800)
Inventories, net	$	240,713	$	229,351

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Property, Plant, and Equipment

6 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant, and Equipment

Property, plant, and equipment consists of the following:

	March 31, 2023		September 30, 2022
Machinery and equipment	$	400,714	$	401,334
Rental equipment	277,644		267,345
Land and buildings	79,748		82,985
Construction in process	94,168		72,184
	852,274		823,848
Less: accumulated depreciation	(438,194)		(418,559)
Property, plant, and equipment, net	$	414,080	$	405,289

Depreciation expense and maintenance and repairs expense for the three and six months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Depreciation expense	$	22,247	$	20,722	$	43,286	$	40,042
Maintenance and repair expense	8,714		7,475		16,944		13,594

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Goodwill

6 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

Changes in the carrying amount of goodwill are as follows:

	Integrated Solutions and Services		Applied Product Technologies		Total
Balance at September 30, 2022	$	306,935	$	166,637	$	473,572
Measurement period adjustment	(1,754)		—		(1,754)
Reclassified to non-current assets held for sale	(7,831)		—		(7,831)
Foreign currency translation	626		4,316		4,942
Balance at March 31, 2023	$	297,976	$	170,953	$	468,929

As of March 31, 2023 and September 30, 2022, $248,781 and $250,636, respectively, of goodwill was deductible for tax purposes.

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Debt

3 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

Debt

Long‑term debt, including accrued interest, consists of the following:

	March 31, 2023		September 30, 2022
2021 Term Loan, due April 1, 2028 (1)	$	466,713	$	469,063
2021 Revolving Credit Facility, due April 1, 2026 (2)	140,162		151,254
Securitization Facility, due April 1, 2024 (3)	145,282		150,201
Equipment Financing, due September 30, 2023 to September 30, 2032, interest rates ranging from 3.59% to 8.41%	129,748		120,155
Total debt	881,905		890,673
Less unamortized deferred financing fees	(8,930)		(9,873)
Total net debt	872,975		880,800
Less current portion	(19,376)		(17,266)
Total long‑term debt	$	853,599	$	863,534

(1)The interest rate on the 2021 Term Loan was 6.94% as of March 31, 2023, comprised of 4.69% LIBOR plus a 2.25% spread. Includes accrued interest of $25 at March 31, 2023.

(2)The 2021 Revolving Credit Facility includes $136,000 outstanding with an interest rate of 7.08% as of March 31, 2023, comprised of 4.88% LIBOR plus a 2.20% spread, and $4,000 outstanding with an interest rate of 9.20% as of March 31, 2023, comprised of 8.25% LIBOR plus a 0.95% spread. Includes accrued interest of $162 and $254, at March 31, 2023 and September 30, 2022, respectively.

(3)The interest rate on the Securitization Facility was 6.11% as of March 31, 2023, comprised of 4.86% LIBOR plus a 1.25% spread. Includes accrued interest of $282 and $201 at March 31, 2023 and September 30, 2022, respectively.

2021 Credit Agreement

On April 1, 2021, EWT Holdings III Corp. (“EWT III”), a subsidiary of the Company, entered into a Credit Agreement (the “2021 Credit Agreement”) among EWT III, as borrower, EWT Holdings II Corp. (“EWT II”), as parent guarantor, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and ING Capital, LLC, as sustainability coordinator. The 2021 Credit Agreement provides for a multi-currency senior secured revolving credit facility in an aggregate principal amount not to exceed the U.S. dollar equivalent of $350,000 (the “2021 Revolving Credit Facility”) and a discounted senior secured term loan (the “2021 Term Loan”) in the amount of $475,000 (together with the 2021 Revolving Credit Facility, the “Senior Facilities”). The 2021 Credit Agreement also provides for a letter of credit sub-facility not to exceed $60,000.

The 2021 Credit Agreement contains customary representations, warranties, affirmative covenants, and negative covenants, including, among other things, a springing maximum first lien leverage ratio of 5.55 to 1.00. The Company did not exceed this ratio during the six months ended March 31, 2023, does not anticipate exceeding this ratio during the year ending September 30, 2023, and therefore does not anticipate any additional repayments during the year ending September 30, 2023.

The following table summarizes the amount of the Company’s outstanding borrowings and outstanding letters of credit under the 2021 Revolving Credit Facility as of March 31, 2023 and September 30, 2022.

	March 31, 2023		September 30, 2022
Borrowing availability	$	350,000	$	350,000
Outstanding borrowings	140,000		151,000
Outstanding letters of credit	7,416		9,317
Unused amounts	$	202,584	$	189,683

Receivables Securitization Program

On April 1, 2021, Evoqua Finance LLC (“Evoqua Finance”), an indirect wholly-owned subsidiary of the Company, entered into an accounts receivable securitization program (the “Receivables Securitization Program”) consisting of, among other agreements, (i) a Receivables Financing Agreement (the “Receivables Financing Agreement”) among Evoqua Finance, as the borrower, the lenders from time to time party thereto (the “Receivables Financing Lenders”), PNC Bank, National Association (“PNC Bank”), as administrative agent, EWT LLC, as initial servicer, and PNC Capital Markets LLC (“PNC Markets”), as structuring agent, pursuant to which the lenders have made available to Evoqua Finance a receivables finance facility (the “Securitization Facility”) in an amount up to $150,000 and (ii) a Sale and Contribution Agreement (the “Sale Agreement”) among Evoqua Finance, as purchaser, EWT LLC, as initial servicer and as an originator, and Neptune Benson, Inc., an indirectly wholly-owned subsidiary of the Company, as an originator (together with EWT LLC, the “Originators”).

The Receivables Securitization Program contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the receivables being sold by the Originators and securing the loans made by the Receivables Financing Lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults. The Company was in compliance with all covenants during the six months ended March 31, 2023, does not anticipate becoming noncompliant during the year ending September 30, 2023, and therefore, subject to limitations arising from collateral availability, does not anticipate any additional repayments during the year ending September 30, 2023.

Equipment Financings

During the six months ended March 31, 2023, the Company completed the following equipment financings:

Date Entered	Due	Interest Rate as of March 31, 2023		Principal Amount
March 31, 2023	April 30, 2030	6.14	%	$	5,116
March 31, 2023	September 30, 2032(1)	5.30	%	1,888
December 30, 2022	September 30, 2032(1)	5.30	%	1,452
December 19, 2022	May 31, 2029(2)	5.03	%	2,041
October 31, 2022	June 30, 2029	6.33	%	6,208
				$	16,705

(1)Represents an advance received from the lender on a multiple draw term loan in which the Company is making interest only payments through September 30, 2023 based on an interest rate of 5.30% including a 3.05% Bloomberg Short-Term Bank Yield Index plus a 2.25% spread as of March 31, 2023.

(2)Represents an advance received from the lender on a multiple draw term loan with interest payments based on a 2.28% Secured Overnight Financing Rate plus a 2.75% spread.

The Company has secured financing agreements that require providing a security interest in specified equipment and, in some cases, the underlying contract and related receivables. As of March 31, 2023 and September 30, 2022, the gross and net amounts of those assets are included on the Consolidated Balance Sheets as follows:

	March 31, 2023				September 30, 2022
	Gross		Net		Gross		Net
Property, plant, and equipment, net
Machinery and equipment	$	82,163	$	56,499	$	86,294	$	62,459
Construction in process	20,393		20,393		14,201		14,201
Receivables, net	1,820		1,820		108		108
Prepaid and other current assets	4,172		4,172		3,276		3,276
Other non‑current assets	54,702		54,357		51,877		51,550
	$	163,250	$	137,241	$	155,756	$	131,594

Deferred Financing Fees and Discounts

Deferred financing fees and discounts related to the Company’s long-term debt were included as a contra liability to debt on the Consolidated Balance Sheets as follows:

	March 31, 2023		September 30, 2022
Current portion of deferred financing fees and discounts(1)	$	(1,920)	$	(1,899)
Long-term portion of deferred financing fees and discounts(2)	(7,010)		(7,974)
Total deferred financing fees and discounts	$	(8,930)	$	(9,873)

(1)Included in Current portion of debt, net of deferred financing fees and discounts on the Consolidated Balance Sheets.

(2)Included in Long-term debt, net of deferred financing fees and discounts on the Consolidated Balance Sheets.

Amortization of deferred financing fees and discounts included in interest expense was $467 and $459 for the three months ended March 31, 2023 and 2022 and $943 and $926 for the six months ended March 31, 2023 and 2022, respectively.

Repayment Schedule

Aggregate maturities of all long‑term debt, including current portion of long‑term debt and excluding finance lease obligations as of March 31, 2023, are presented below:

Fiscal Year
Remainder of 2023	$	11,074
2024	165,231
2025	21,860
2026	165,244
2027	22,994
Thereafter	495,502
Total	$	881,905

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Derivative Financial Instruments

6 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

Interest Rate Risk Management

The Company is subject to market risk exposure arising from changes in interest rates on the senior secured credit facilities as well as variable rate equipment financings, which bear interest at rates that are indexed against LIBOR. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to mitigate its exposure to rising interest rates. As of March 31, 2023, the notional amount of the Company’s interest rate swaps was $540,000.

Foreign Currency Risk Management

The Company’s functional currency is the U.S. dollar. By operating internationally, the Company is subject to foreign currency translation risk associated with converting the foreign operations’ financial statements into U.S. dollars transactions denominated in currencies other than the U.S. dollar (“foreign currencies”). The Company is also subject to currency risk from transactions denominated in foreign currencies. To mitigate cross-currency transaction risk, the Company analyzes significant exposures where it has receipts or payments in a currency other than the functional currency of its operations, and from time to time may strategically enter into short-term foreign currency forward contracts to lock in some or all of the cash flows associated with these transactions. The Company uses foreign currency derivative contracts in order to manage the effect of exchange fluctuations on forecasted sales and purchases that are denominated in foreign currencies. To mitigate the impact of foreign exchange rate risk, the Company entered into a series of forward contracts designated as cash flow hedges. As of March 31, 2023, the notional amount of the forward contracts was $25,667.

Equity Price Risk Management

The Company is exposed to variability in compensation charges related to certain deferred compensation obligations to employees. Equity price movements affect the compensation expense as certain investments made by the Company’s employees in the deferred compensation plan are revalued. Although not designated as accounting hedges, the Company utilizes derivatives such as total return swaps to economically hedge a portion of this exposure and offset the related compensation expense. As of March 31, 2023, the notional amount of the total return swaps was $5,016.

Credit Risk Management

The counterparties to the Company’s derivative contracts are highly-rated financial institutions. The Company regularly reviews the creditworthiness of its financial counterparties and fully expects the counterparties to perform under their respective agreements. The Company is not subject to any obligations to post collateral under derivative instrument contracts. The Company records all derivative instruments on a gross basis in the Consolidated Balance Sheets. Accordingly, there are no offsetting amounts that net assets against liabilities.

Derivatives Designated as Cash Flow Hedges

The following represents the fair value recorded for derivatives designated as cash flow hedges for the periods presented:

		Asset Derivatives
	Balance Sheet Location	March 31, 2023		September 30, 2022
Interest rate swaps	Prepaid and other current assets	$	22,492	$	19,186
Foreign currency forward contracts	Prepaid and other current assets	11		467
Commodity swaps	Prepaid and other current assets	1		—
Interest rate swaps	Other non‑current assets	17,860		30,766

		Liability Derivatives
	Balance Sheet Location	March 31, 2023	September 30, 2022
Foreign currency forward contracts	Accrued expenses and other current liabilities	626	872
Commodity swaps	Accrued expenses and other current liabilities	7	7

The following represents the amount of (loss) gain recognized in Accumulated other comprehensive income (loss) (“AOCI”) (net of tax) during the periods presented:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Interest rate swaps	$	(54)	$	21,077	$	2,045	$	26,948
Foreign currency forward contracts	(401)		100		(790)		82
Commodity swaps	(7)		8		1		28
	$	(462)	$	21,185	$	1,256	$	27,058

The following represents the amount of (loss) gain reclassified from AOCI into earnings during the periods presented:

	Three Months Ended March 31,				Six Months Ended March 31,
Location of (Loss) Gain	2023		2022		2023		2022
Cost of product sales and services	$	(137)	$	6	$	(243)	$	(79)
General and administrative expense	(56)		—		(458)		(7)
Selling and marketing expense	—		(1)		—		—
Interest expense	5,233		(550)		9,245		(1,167)
	$	5,040	$	(545)	$	8,544	$	(1,253)

Based on the fair value amounts of the Company’s cash flow hedges at March 31, 2023, the Company expects that approximately $545 of pre-tax net losses will be reclassified from AOCI into earnings during the next twelve months. The amount ultimately realized, however, will differ as exchange rates vary and the underlying contracts settle.

Derivatives Not Designated as Hedging Instruments

The following represents the fair value recorded for derivatives not designated as cash flow hedges for the periods presented:

		Asset Derivatives
	Balance Sheet Location	March 31, 2023		September 30, 2022
Total return swaps—deferred compensation	Prepaid and other current assets	$	205	$	—
Foreign currency forward contracts	Prepaid and other current assets	—		40
		Liability Derivatives
	Balance Sheet Location	March 31, 2023		September 30, 2022
Total return swaps—deferred compensation	Accrued expenses and other current liabilities	$	—	$	632
Foreign currency forward contracts	Accrued expenses and other current liabilities	48		—

The following represents the amount of gain (loss) recognized in earnings for derivatives not designated as hedges during the periods presented:

	Three Months Ended March 31,				Six Months Ended March 31,
Location of Gain (Loss)	2023		2022		2023		2022
General and administrative expense	$	215	$	(352)	$	590	$	(41)

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Product Warranties

6 Months Ended

Mar. 31, 2023

Guarantees and Product Warranties [Abstract]

Product warranties

Product Warranties

A reconciliation of the activity related to the accrued warranty, including both the current and long‑term portions, is as follows:

	Current Product Warranties				Non-Current Product Warranties
	Six Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Balance at beginning of the period	$	6,740	$	8,138	$	3,465	$	2,966
Warranty provision for sales	3,186		2,797		545		609
Settlement of warranty claims	(3,338)		(3,345)		(811)		(338)
Foreign currency translation and other	(32)		(92)		128		(46)
Balance at end of the period	$	6,556	$	7,498	$	3,327	$	3,191

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Restructuring and Related Charges

6 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Related Charges

Restructuring and Related Charges

To better align its resources with its growth strategies and reduce its cost structure, the Company commits to various restructuring plans as necessary. The Company has undertaken various restructuring initiatives, including activities to reduce the cost structure and rationalize location footprint, realigning operating models designed to better serve the needs of customers worldwide, and various initiatives within the Integrated Solutions and Services segment to drive efficiency and effectiveness in certain divisions.

The Company currently expects to incur in future periods approximately $3,400 to $4,400 of costs related to restructuring programs initiated in prior periods.

The table below sets forth the amounts accrued for the restructuring components and related activity:

	Six Months Ended March 31,
	2023		2022
Balance at beginning of the period	$	658	$	304
Restructuring charges related to organizational realignment	1,768		987
Restructuring charges related to facility consolidation	589		1,874
Restructuring charges related to other initiatives	138		7
Release of prior reserves	(223)		(66)
Cash payments	(1,968)		(2,220)
Other adjustments	1		2
Balance at end of the period	$	963	$	888

The balances for accrued restructuring liabilities at March 31, 2023 and September 30, 2022, are recorded in Accrued expenses and other liabilities on the Consolidated Balance Sheets. Restructuring charges primarily represent severance charges and other employee costs, fixed asset write-offs, and certain relocation expenses. The Company expects to pay the remaining amounts accrued as of March 31, 2023 during the remainder of fiscal 2023.

The table below sets forth the location of amounts recorded above on the Unaudited Consolidated Statements of Operations:

	Six Months Ended March 31,
	2023		2022
Cost of product sales and services	$	910	$	867
General and administrative expense	1,010		1,719
Sales and marketing expense	282		—
Research and development expense	138		1
Other operating expense, net	(68)		215
	$	2,272	$	2,802

The Company continues to evaluate restructuring activities that may result in additional charges in the future.

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Employee Benefit Plans

6 Months Ended

Mar. 31, 2023

Retirement Benefits [Abstract]

Employee benefit plans

Employee Benefit Plans

The Company maintains multiple employee benefit plans.

Certain of the Company’s employees in the UK were participants in a Siemens defined benefit plan established for employees of a UK-based operation acquired by Siemens in 2004. The plan was frozen with respect to future service credits for active employees, however the benefit formula recognized future compensation increases. The Company agreed to establish a replacement defined benefit plan, with the assets of the Siemens scheme transferring to the new scheme on April 1, 2015.

The Company’s employees in Germany also participate in a defined benefit plan. Assets equaling the plan’s accumulated benefit obligation were transferred to a German defined benefit plan sponsored by the Company upon the acquisition of EWT from Siemens. The German entity also sponsors a defined benefit plan for a small group of employees located in France.

The components of net periodic benefit cost for the plans were as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Service cost	$	143	$	227	$	280	$	459
Interest cost	205		107		401		215
Expected return on plan assets	(114)		(129)		(222)		(261)
Amortization of actuarial (gains) losses	(15)		166		(28)		335
Pension expense for defined benefit plans	$	219	$	371	$	431	$	748

The components of pension expense, other than the service cost component which is included in General and administrative expense, are included in the line item Other operating expense in the Unaudited Consolidated Statements of Operations.

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Income Taxes

6 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income TaxesYear-to-date income tax expense or benefit is the product of the most current projected annual effective tax rate (“PAETR”) and the actual year-to-date pretax income (loss) adjusted for any discrete tax items. The income tax expense or benefit for a particular quarter, except for the first quarter, is the difference between the year-to-date calculation of income tax expense or benefit and the year-to-date calculation for the prior quarter. Items unrelated to current period ordinary income or (loss) are recognized entirely in the period identified as a discrete item of tax.

Annual Effective Tax Rate

The PAETR, which excludes the impact of discrete items, was 32.4% and 22.6% as of the six months ended March 31, 2023 and 2022, respectively. For the six months ended March 31, 2023, the PAETR was higher than the U.S. federal statutory rate of 21.0% primarily due to the mix of earnings between countries, most of which have higher statutory rates than the U.S., state income tax expense, projected Global Intangible Low Tax Income inclusion, and non-deductible expenses primarily incurred in the U.S. The PAETR at March 31, 2022 was favorably impacted by maintaining a valuation allowance on U.S. deferred tax assets. On September 30, 2022, the valuation allowance on U.S. deferred tax assets was reversed. As a result, the March 31, 2023 PAETR is higher than the PAETR at March 31, 2022.

Current and Prior Period Tax Expense

For the three months ended March 31, 2023, the Company recognized income tax expense of $2,522 on pretax income of $13,154. The rate of 19.2% differed from the U.S. statutory rate of 21.0% and was negatively impacted by tax based on a higher projected annual tax rate due to the mix of earnings between countries, most of which have higher statutory tax rates than the U.S., state income tax expense, residual U.S. tax due to Global Intangible Low Tax Income inclusion, and non-deductible expenses primarily incurred in the U.S., which was offset by a favorable discrete item related to the impact of tax deductions greater than those for financial reporting related to equity compensation.

For the three months ended March 31, 2022, the Company recognized income tax expense of $2,248 on pretax income of $9,622. The rate of 23.4% differed from the U.S. statutory rate of 21.0% as the mix of earnings between countries, most of which have higher statutory tax rates than the U.S., was mostly offset by the impact of maintaining a U.S. valuation allowance that is provided on U.S. deferred tax assets.

For the six months ended March 31, 2023, the Company recognized income tax expense of $6,412 on pretax income of $26,312 The rate of 24.4% differed from the U.S. statutory rate of 21% primarily due to the negative impacts of the mix of earnings between countries, most of which have higher statutory tax rates than the U.S., state income tax expense, residual U.S. tax due to Global Intangible Low Tax Income inclusion, and non-deductible expenses primarily incurred in the U.S., partially offset by a favorable discrete item related to the impact of tax deductions greater than those for financial reporting related to equity compensation

For the six months ended March 31, 2022, the Company recognized income tax expense of $3,869 on pretax income of $17,331. The rate of 22.3% differed from the U.S. statutory rate of 21.0% as the mix of earnings between countries, most of which have higher statutory tax rates than the U.S., was mostly offset by the impact of maintaining a U.S. valuation allowance that is provided on U.S. deferred tax assets.

At March 31, 2023 and 2022, the Company had gross unrecognized tax benefits of $1,850 and $2,071 respectively.

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Share-Based Compensation

Oct. 04, 2022

Share-Based Payment Arrangement [Abstract]

Share Based Compensation

Share-Based Compensation

The Company designs equity compensation plans to attract and retain employees while also aligning employees’ interests with the interests of the Company’s shareholders. In addition, non-employee members of the Company’s Board of Directors (the “Board”) participate in equity compensation plans in connection with their service on the Board.

The Company established the Evoqua Water Technologies Corp. Stock Option Plan (the “Stock Option Plan”) on March 6, 2014. The plan allows certain management employees and the Board to purchase shares in the Company. Under the Stock Option Plan, the number of shares available for award was 11,083. As of March 31, 2023, there were approximately 2,177 shares available for future grants, however, the Company does not currently intend to make additional grants under the Stock Option Plan.    

In connection with the IPO, the Board adopted, and the Company’s shareholders approved, the Evoqua Water Technologies Corp. 2017 Equity Incentive Plan (the “Equity Incentive Plan”), under which equity awards may be granted in the form of options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, dividend equivalent rights, share awards, and performance-based awards (including performance share units and performance-based restricted stock).

As of March 31, 2023, there were approximately 3,559 shares available for grants under the Equity Incentive Plan.

Outstanding option awards vest ratably at 25% per year, and are exercisable on and after vesting. The options granted have a ten-year contractual term.

A summary of the stock option activity, including stock appreciation rights, as of March 31, 2023 is presented below:

(In thousands, except per share amounts)	Options	Weighted Average Exercise Price/Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at September 30, 2022	4,265	$	14.74	5.2 years	$	78,218
Granted	7	42.42
Exercised	(199)	15.95
Forfeited	(7)	24.36
Outstanding at March 31, 2023	4,066	$	14.71	4.7 years	$	142,350
Options exercisable at March 31, 2023	3,589	$	13.40	4.3 years	$	130,334
Options vested and expected to vest at March 31, 2023	4,062	$	14.70	4.7 years	$	142,253

The total intrinsic value of options exercised (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) during the six months ended March 31, 2023 was $5,968.

A summary of the status of the Company's unvested stock options as of and for the six months ended March 31, 2023 is presented below.

(In thousands, except per share amounts)	Shares	Weighted Average Grant Date Fair Value/Share
Unvested at beginning of period	1,042	$	6.82
Granted	7	21.39
Vested	(564)	5.93
Forfeited	(8)	7.95
Unvested at end of period	477	$	8.21

The total fair value of options vested during the six months ended March 31, 2023, was $3,346.

During the six months ended March 31, 2023, the Company granted RSUs and performance share units under the Equity Incentive Plan to certain employees of the Company. The final number of performance share units that may be earned is dependent on the Company’s achievement of performance goals related to cumulative revenue growth dollars and average adjusted EBITDA margin over a three-year measurement period. The maximum payout cannot exceed 250% of the applicable target award, which also considers that the final number of performance share units that may be earned is subject to a relative total stockholder return (“TSR”) modifier. The TSR modifier operates by increasing or decreasing the total number of shares earned by up to 25% based on the Company’s TSR relative to the TSR of the U.S. constituents of the S&P Global Water Index. In order to receive shares earned at the end of the performance period, the recipient must remain employed by the Company or its subsidiaries through the end of the three-year period (except in the event of retirement, death, disability or, in certain circumstances, related to change in control).

The following is a summary of the RSU activity for the six months ended March 31, 2023.

(In thousands, except per share amounts)	Shares	Weighted Average Grant Date Fair Value/Share
Outstanding at September 30, 2022	980	$	30.18
Granted	312	42.83
Vested	(398)	27.73
Forfeited	(36)	38.64
Outstanding at March 31, 2023	858	$	35.56
Expected to vest at March 31, 2023	827	$	35.35

The following is a summary of the performance share unit activity for the six months ended March 31, 2023, assuming target award level.

(In thousands, except per share amounts)	Shares	Weighted Average Grant Date Fair Value/Share
Unvested at beginning of period	592	$	23.36
Granted	154	43.46
Forfeited	(4)	44.84
Unvested at end of period	742	$	27.42
Expected to vest	701	$	27.17

Expense Measurement and Recognition

The Company recognizes share-based compensation for all currently outstanding awards and, in future periods, will recognize compensation costs for the unvested portion of awards based on grant date fair values. Total share-based compensation expense was $6,884 and $6,068 during the three months ended March 31, 2023 and 2022, respectively, of which $6,004 and $5,386 was non-cash, respectively. Total share-based compensation expense was $13,201 and $11,402 during the six months ended March 31, 2023 and 2022, respectively, of which $12,200 and $10,589 was non-cash, respectively. The unrecognized compensation expense related to stock options, RSUs, and performance share units (measured at a target award level) was $3,289, $25,266 and $13,052, respectively at March 31, 2023, and is expected to be recognized over a weighted average period of 1.4 years, 1.9 years and 1.6 years, respectively. The Company received $4,700 from the exercise of stock options during the six months ended March 31, 2023.

Employee Stock Purchase Plan    

Effective October 1, 2018, the Company implemented an employee stock purchase plan (the “ESPP”) which allows employees to purchase shares of the Company’s stock at 85% of the lower of the fair market value on the first or last business day of the applicable six-month offering period. These purchases are offered twice throughout each fiscal year, and are paid by employees through payroll deductions over the respective six month purchase period, at the end of which the stock is transferred to the employees. On December 21, 2018, the Company registered 11,297 shares of common stock, par value $0.01 per share, of which 5,000 are available for future issuance under the ESPP. During the three months ended March 31, 2023 and 2022, the Company incurred compensation expense of $291 and $198, respectively, in salaries and wages with respect to the ESPP, representing the fair value of the discounted price of the shares. During the six months ended March 31, 2023 and 2022, the Company incurred compensation expense of $607 and $419, respectively. These amounts are included in the total share-based compensation expense above. On October 4, 2022 and April 1, 2023, 62 and 66 shares, respectively, were issued under the ESPP.

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Concentration of Credit Risk	6 Months Ended
	Mar. 31, 2023
Risks and Uncertainties [Abstract]
Concentration of credit risk	Concentration of Credit RiskThe Company’s cash and cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. Accounts receivable are derived from revenue earned from customers located in the U.S. and internationally and generally do not require collateral. The Company’s trade receivables do not represent a significant concentration of credit risk at March 31, 2023 and September 30, 2022 due to the wide variety of customers and markets into which products are sold and their dispersion across geographic areas. The Company does perform ongoing credit evaluations of its customers and maintains an allowance for potential credit losses on trade receivables. As of and for the three and six months ended March 31, 2023 and 2022, no customer accounted for more than 10% of net sales or net accounts receivable.The Company operates predominantly in nine countries worldwide and provides a wide range of proven product brands and advanced water and wastewater treatment technologies, mobile and emergency water supply solutions, and service contract options through its Integrated Solutions and Services and Applied Product Technologies segments. The Company is a multi-national business but its sales and operations are primarily in the U.S. Sales to unaffiliated customers are transacted with the Company location that maintains the customer relationship.

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Commitments and Contingencies

6 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Guarantees

From time to time, the Company is required to provide letters of credit, bank guarantees, or surety bonds in support of its commitments and as part of the terms and conditions on water treatment projects.  In addition, the Company is required to provide letters of credit or surety bonds to the Department of Environmental Protection or equivalent in some states in order to maintain its licenses to handle toxic substances at certain of its water treatment facilities.

These financial instruments typically expire after all Company commitments have been met, a period typically ranging from twelve months to ten years, or more in some circumstances.  The letters of credit, bank guarantees, or surety bonds are arranged through major banks or insurance companies. In the case of surety bonds, the Company generally indemnifies the issuer for all costs incurred if a claim is made against the bond. 

The following summarizes the Company’s outstanding letters of credit and surety bonds as of March 31, 2023 and September 30, 2022, respectively.

	March 31, 2023		September 30, 2022
Revolving credit capacity	$	60,000	$	60,000
Letters of credit outstanding	7,416		9,317
Remaining revolving credit capacity	$	52,584	$	50,683
Surety capacity	$	287,173	$	261,959
Surety issuances	179,187		134,037
Remaining surety available	$	107,986	$	127,922

The longest maturity date of letters of credit and surety bonds in effect as of March 31, 2023 was March 20, 2030.

Litigation

From time to time, as a normal incident of the nature and kind of business in which the Company is engaged, various claims or charges are asserted and litigation is commenced against it arising from or related to: product liability; personal injury; trademarks, trade secrets, or other intellectual property; shareholder disputes; labor and employee disputes; commercial or contractual disputes; breach of warranty; or environmental matters. Claimed amounts may be substantial but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. While it is not feasible to predict the outcome of these matters with certainty, and some lawsuits, claims, or

proceedings may be disposed or decided unfavorably, the Company does not expect that any asserted or un-asserted legal claims or proceedings, individually or in the aggregate, will have a material adverse effect on its results of operations, or financial condition.

As previously disclosed, in October 2020, the Company learned that the SEC and the United States Attorney’s Office for the District of Massachusetts (“USAO”) are investigating whether financial misstatements were made in the Company’s public filings and earnings announcements prior to October 2018. In December 2022, the Company received a “Wells Notice” from the staff of the SEC (the “Staff”) relating to the SEC’s investigation. The Wells Notice informed the Company that the Staff had made a preliminary determination to recommend that the SEC file a civil enforcement action against the Company that would allege certain violations of the federal securities laws relating to the reported financial results of the Company during fiscal years 2016, 2017, and 2018, and to the adequacy and accuracy of the Company’s books and records and internal controls over financial reporting for those fiscal years. The allegations arise from revenue recognition practices of the Neptune-Benson business that the Company acquired in fiscal 2016. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Company negotiated a settlement with the SEC under which it neither admits nor denies the SEC’s allegations, and in March 2023 the SEC flied a complaint in the United States District Court for the District of Rhode Island against the Company and a former employee of the Neptune-Benson business, together with a proposed judgment on consent against the Company. The SEC’s complaint against the Company is grounded in negligence-based theories and books and records violations for matters arising from the Neptune-Benson business with respect to fiscal years 2016 to 2018. The proposed final judgment, which is awaiting Court approval, requires the Company to pay a penalty of $8,500 and to undertake various improvements to its internal controls over financial reporting. In accordance with ASC Topic No. 450, Contingencies, the Company recorded a charge of $8,500 in the first quarter of fiscal 2023 for the settlement of the SEC investigation. The Company continues to cooperate with the USAO investigation, which is ongoing. Although the Company is unable to predict the outcome of these ongoing investigations, we currently believe that these matters will not have a material adverse effect on our business, financial condition, results of operations, or prospects. However, no assurance can be given that these matters will be resolved for the amount recorded.

On March 13, 2023, a purported Evoqua stockholder filed an action against Evoqua and the Evoqua Board captioned O’Dell v. Evoqua Water Technologies Corp., et al., No. 23-cv-2122, in the United States District Court for the Southern District of New York (the “O’Dell Action”). The plaintiff in the O’Dell Action alleges that Evoqua and the Evoqua Board violated federal securities laws, including Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated under the Exchange Act, by issuing a materially incomplete and misleading preliminary proxy statement in connection with the Merger. On April 11, 2023, another purported Evoqua stockholder filed an action against Evoqua and the Evoqua Board captioned Bushansky v. Evoqua Water Technologies Corp., et al., No. 23-cv-3042, in the United States District Court for the Southern District of New York (the “Bushansky Action”), and on April 20, 2023, a third purported Evoqua stockholder filed an action against Evoqua and the Evoqua Board captioned Morgan v. Evoqua Water Technologies Corp., et al., No. 23-cv-431, in the United States District Court for the District of Delaware (the “Morgan Action” and together with the O’Dell Action and the Bushansky Action, the “Actions”). The plaintiffs in the Bushansky Action and the Morgan Action allege that Evoqua and the Evoqua Board violated federal securities laws, including Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated under the Exchange Act, by issuing a materially incomplete and misleading definitive proxy statement in connection with the Merger. The plaintiffs in each of the Actions seek, among other things, to enjoin the transactions contemplated by the Merger Agreement and an award of attorneys’ and expert fees and expenses. Xylem and Evoqua believe that the allegations in the Actions are without merit. Additional lawsuits arising out of the Merger may also be filed in the future.

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Accrued Expenses and Other Liabilities

6 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Liabilities

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following:

	March 31, 2023		September 30, 2022
Salaries, wages, and other benefits	$	48,906	$	83,618
Obligation under operating leases	16,082		14,932
Obligation under finance leases	13,502		12,875
Provisions for litigation	12,875		2,375
Third party commissions	10,001		10,341
Deferred revenue	9,287		9,692
Taxes, other than income	6,631		5,594
Insurance liabilities	3,192		3,456
Severance payments	963		658
Fair value of liability derivatives	681		1,511
Other	30,990		33,220
	$	153,110	$	178,272

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Business Segments

6 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Business Segments

Business Segments

The Company’s reportable operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. The key factors used to identify these reportable operating segments are the organization and alignment of the Company’s internal operations, the nature of the products and services, and customer type.

The Company has two reportable operating segments, Integrated Solutions and Services and Applied Product Technologies. The business segments are described as follows: Integrated Solutions and Services is a group entirely focused on engaging directly with end users through direct sales with a market vertical focus. Integrated Solutions and Services provides tailored services and solutions in collaboration with the customers backed by life‑cycle services including on‑demand water, outsourced water, recycle / reuse, and emergency response service alternatives to improve operational reliability, performance, and environmental compliance. Key offerings within this segment also include equipment systems for industrial needs (influent water, boiler feed water, ultrahigh purity, process water, wastewater treatment, and recycle / reuse), full-scale outsourcing of operations and maintenance, and municipal services, including odor and corrosion control services. Applied Product Technologies is focused on developing product platforms to be sold primarily through third party channels. This segment primarily engages in indirect sales through independent sales representatives, distributors, and aftermarket channels. Applied Product Technologies provides a range of highly differentiated and scalable products and technologies specified by global water treatment designers, original equipment manufacturers (“OEMs”), engineering firms, and integrators. Key offerings within this segment include filtration and separation, disinfection, wastewater solutions, anode and electrochlorination technology, and aquatics technologies and solutions for the global recreational and commercial pool market.

Corporate activities include general corporate expenses, elimination of inter-segment transactions, interest income and expense, and certain other charges. Certain other charges may include restructuring and other business transformation charges that have been undertaken to align and reposition the Company to the current reporting structure, acquisition related costs (including transaction costs and certain integration costs), and share-based compensation charges. 

Since certain administrative and other operating expenses and other items have not been allocated to business segments, the results in the below table are not necessarily a measure computed in accordance with generally accepted accounting principles and may not be comparable to other companies.

Reportable operating segment revenue and operating profit for the three and six months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Total revenue
Integrated Solutions and Services	$	334,838	$	304,499	$	646,102	$	558,075
Applied Product Technologies	174,833		154,861		325,171		297,358
Total revenue	509,671		459,360		971,273		855,433
Intersegment revenue
Integrated Solutions and Services	5,939		9,659		11,777		18,189
Applied Product Technologies	25,935		22,973		45,853		44,248
Total intersegment revenue	31,874		32,632		57,630		62,437
Revenue to external customers
Integrated Solutions and Services	328,899		294,840		634,325		539,886
Applied Product Technologies	148,898		131,888		279,318		253,110
Total revenue	$	477,797	$	426,728	$	913,643	$	792,996
Operating profit (loss)
Integrated Solutions and Services	$	43,127	$	38,105	$	85,835	$	73,405
Applied Product Technologies	28,564		22,993		49,579		40,820
Corporate	(48,234)		(41,526)		(88,725)		(80,365)
Total operating profit	23,457		19,572		46,689		33,860
Interest expense	(10,303)		(9,950)		(20,377)		(16,529)
Income before income taxes	13,154		9,622		26,312		17,331
Income tax expense	(2,522)		(2,248)		(6,412)		(3,869)
Net income	$	10,632	$	7,374	$	19,900	$	13,462

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Earnings per Share

6 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings from continuing operations per common share (in thousands, except per share amounts):

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Numerator:
Numerator for basic and diluted earnings per common share—Net income attributable to Evoqua Water Technologies Corp.	$	10,632	$	7,330	$	19,900	$	13,317
Denominator:
Denominator for basic net income per common share—weighted average shares	122,212		120,942		122,028		120,785
Effect of dilutive securities:
Share‑based compensation	3,583		4,012		3,479		4,145
Denominator for diluted net income per common share—adjusted weighted average shares	125,795		124,954		125,507		124,930
Basic earnings attributable to Evoqua Water Technologies Corp. per common share	$	0.09	$	0.06	$	0.16	$	0.11
Diluted earnings attributable to Evoqua Water Technologies Corp. per common share	$	0.08	$	0.06	$	0.16	$	0.11

Because of their anti-dilutive effect, 272 and 606 common share equivalents, comprised of employee stock options, have been excluded from the diluted EPS calculation for the three months ended March 31, 2023 and 2022, respectively, and 493 and 465 for the six months ended March 31, 2023 and 2022, respectively.

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Subsequent Events	6 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsIn connection with the pending Merger with Xylem, the Company shortened the duration of the ESPP offering period that commenced on April 1, 2023. The Company accelerated the end date of that offering period from September 30, 2023 to May 1, 2023.

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Description of the Company and Basis of Presentation (Policies)

6 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). All intercompany transactions have been eliminated. Unless otherwise specified, all dollar and share amounts in these notes are referred to in thousands.

The interim Unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such SEC rules. We believe that the disclosures made are adequate to make the information presented not misleading. In our opinion, all adjustments considered necessary for a fair presentation of the financial statements have been included, and all adjustments are of a normal and recurring nature. We consistently applied the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as filed with the SEC on November 16, 2022 (“2022 Annual Report”), in preparing these Unaudited Consolidated Financial Statements, with the exception of accounting standard updates described in Note 2, “Recent Accounting Pronouncements.” These Unaudited Consolidated Financial Statements should be read in conjunction with the audited financial statements and the notes included in our 2022 Annual Report. Certain prior period amounts have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances transparency about an entity’s use of supplier finance programs by requiring quarterly and annual disclosures about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts annually, and a description of where in the financial statements outstanding amounts are presented. The guidance is effective for fiscal years beginning after December 15, 2022. The Company is currently assessing the impact of adoption on the Company’s Unaudited Consolidated Financial Statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends Accounting Standards Codification (“ASC”) 805 to require an acquirer to, at the date of acquisition, recognize and measure contract assets and contract liabilities acquired in accordance with ASU 2014-9, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), as if the entity had originated the contracts, rather than adjust them to fair value at the acquisition date. The guidance is effective for fiscal years beginning after December 15, 2022 and is to be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently assessing the impact of adoption on the Company’s Unaudited Consolidated Financial Statements and related disclosures.

Accounting Pronouncements Recently Adopted

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This ASU is one of the subsequent amendments to ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Revenue Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The objective of the guidance in Topic 848 is to provide temporary relief during the transition period. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, ASU 2022-06 was issued to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company adopted ASU 2022-06 during the three months ended December 31, 2022 and the adoption did not have a material impact on the Company’s Unaudited Consolidated Financial Statements and related disclosures.

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Variable Interest Entities (Tables)

6 Months Ended

Mar. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Summarized Financial Information

The following provides TWO’s summarized financial information for the three and six months ended March 31, 2022. As a result of the acquisition of the remaining partnership interest in TWO on April 1, 2022, there is no summarized financial information for the three and six months ended March 31, 2023.

	Three Months Ended March 31, 2022		Six Months Ended March 31, 2022
Total revenue	$	796	$	1,641
Total operating expenses	(703)		(1,440)
Income from operations	$	93	$	201

The following provides Frontier’s summarized financial information for the three and six months ended March 31, 2022. As a result of the acquisition of the remaining equity interest in Frontier on April 1, 2022, there is no summarized financial information for the three and six months ended March 31, 2023.

	Three Months Ended March 31, 2022		Six Months Ended March 31, 2022
Total revenue	$	6,414	$	13,363
Total operating expenses	(6,149)		(12,135)
Income from operations	$	265	$	1,228

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Acquisitions and Divestitures (Tables)

6 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Preliminary Fair Value of Assets Acquired and Liabilities Assumed

The following represents the carrying value of the assets and liabilities within the disposal group at March 31, 2023:

Inventories, net	$	11,622
Current assets held for sale	11,622
Property, plant, and equipment, net	6,744
Operating lease right-of-use assets, net	2,312
Goodwill	7,830
Intangible assets, net	12,847
Non-current assets held for sale	29,733
Total assets held for sale	$	41,355
Accrued expenses and other liabilities	487
Current liabilities held for sale	487
Obligation under operating leases	2,703
Non-current liabilities held for sale	2,703
Total liabilities held for sale	$	3,190

The preliminary fair value of assets acquired and liabilities assumed were as follows:

Receivables, net	$	2,501
Inventories, net	1,345
Other current assets	937
Property, plant, and equipment, net	532
Goodwill	7,820
Intangible assets, net	9,815
Other non-current assets	796
Total assets acquired	$	23,746
Current liabilities	(1,834)
Non-current liabilities	(3,034)
Total liabilities assumed	$	(4,868)
Net assets acquired	$	18,878

The opening balance sheet for the Mar Cor Business is summarized as follows:

Receivables, net	$	21,275
Inventories, net	32,350
Earn Out asset	7,824
Other current assets	1,844
Property, plant, and equipment, net	19,150
Goodwill	67,000
Intangible assets, net	57,094
Other non-current assets	7,694
Total assets acquired	$	214,231
Current liabilities	(15,467)
Non-current liabilities	(5,542)
Total liabilities assumed	$	(21,009)
Net assets acquired	$	193,222

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Revenue (Tables)

6 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

Information regarding the source of revenue:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Revenue from contracts with customers recognized under Topic 606	$	429,239	$	382,758	$	820,670	$	700,529
Other(1)	48,558		43,970		92,973		92,467
Total	$	477,797	$	426,728	$	913,643	$	792,996

(1)     Other revenue relates to revenue recognized pursuant to ASU 2016-02, Leases (Topic 842), primarily attributable to long term rentals.

Information regarding revenue disaggregated by source of revenue and segment is as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Integrated Solutions and Services
Capital	$	87,761	$	70,702	$	165,407	$	137,804
Aftermarket	60,805		62,271		118,245		91,569
Service	180,333		161,867		350,673		310,513
Total	$	328,899	$	294,840	$	634,325	$	539,886
Applied Product Technologies
Capital	$	99,412	$	91,778	$	187,477	$	175,662
Aftermarket	44,673		35,024		81,913		67,308
Service	4,813		5,086		9,928		10,140
Total	$	148,898	$	131,888	$	279,318	$	253,110
Total Revenue
Capital	$	187,173	$	162,480	$	352,884	$	313,466
Aftermarket	105,478		97,295		200,158		158,877
Service	185,146		166,953		360,601		320,653
Total	$	477,797	$	426,728	$	913,643	$	792,996

Information regarding revenue disaggregated by geographic area is as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
United States	$	394,143	$	352,639	$	755,365	$	647,347
Asia	33,447		28,042		67,968		58,947
Europe	33,377		28,641		57,864		54,270
Canada	13,085		13,748		26,259		26,409
Australia	3,745		3,658		6,187		6,023
Total	$	477,797	$	426,728	$	913,643	$	792,996

Contract with Customer, Asset and Liability

The tables below provide a roll-forward of contract assets and contract liabilities balances for the periods presented:

	Six Months Ended March 31,
Contract assets(a)	2023		2022
Balance at beginning of period	$	102,123	$	72,746
Recognized in current period	205,347		206,859
Reclassified to accounts receivable	(193,671)		(179,967)
Foreign currency	1,662		(136)
Balance at end of period	$	115,461	$	99,502

(a)     Excludes receivable balances which are disclosed on the Consolidated Balance Sheets.

	Six Months Ended March 31,
Contract Liabilities	2023		2022
Balance at beginning of period	$	62,439	$	55,883
Recognized in current period	212,122		174,518
Amounts in beginning balance reclassified to revenue	(49,217)		(44,292)
Current period amounts reclassified to revenue	(150,520)		(130,629)
Foreign currency	688		113
Balance at end of period	$	75,512	$	55,593

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Fair Value Measurements (Tables)

6 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table presents the Company’s financial assets and liabilities at fair value. The fair values related to the pension plan assets are determined using net asset value (“NAV”) as a practical expedient, or by information categorized in the fair value hierarchy level based on the inputs used to determine fair value. The reported carrying amounts of deferred compensation plan assets and liabilities and debt approximate their fair values. The Company uses interest rates and other relevant information generated by market transactions involving similar instruments to measure the fair value of these assets and liabilities, therefore all are classified as Level 2 within the valuation hierarchy.

	Net Asset Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of March 31, 2023
Assets:
Pension plan
Cash	$	—	$	1,552	$	—	$	—
Global Multi-Asset Fund	12,996		—		—		—
Government Securities	3,071		—		—		—
Guernsey Unit Trust	2,277		—		—		—
Global Absolute Return	1,462		—		—		—
Deferred compensation plan assets
Cash	—		723		—		—
Mutual Funds	—		12,805		—		—
Total return swaps—deferred compensation	—		—		205		—
Interest rate swaps	—		—		40,352		—
Foreign currency forward contracts	—		—		11		—
Commodity swaps	—		—		1		—
Liabilities:
Pension plan	—		—		(29,557)		—
Deferred compensation plan liabilities	—		—		(20,234)		—
Long‑term debt	—		—		(880,349)		—
Foreign currency forward contracts	—		—		(674)		—
Commodity swaps	—		—		(7)		—

	Net Asset Value		Quoted Market Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of September 30, 2022
Assets:
Pension plan
Cash	$	—	$	40	$	—	$	—
Global Multi-Asset Fund	11,632		—		—		—
Government Securities	3,343		—		—		—
Liability Driven Investment	928		—		—		—
Guernsey Unit Trust	2,048		—		—		—
Global Absolute Return	1,299		—		—		—
Deferred compensation plan assets
Cash	—		902		—		—
Mutual Funds	—		12,330		—		—
Earn-out assets related to acquisitions	—		—		—		11,597
Interest rate swaps	—		—		49,952		—
Foreign currency forward contracts	—		—		507		—
Liabilities:
Pension plan	—		—		(26,654)		—
Deferred compensation plan liabilities	—		—		(20,081)		—
Total return swaps—deferred compensation	—		—		(632)		—
Long‑term debt	—		—		(884,517)		—
Foreign currency forward contracts	—		—		(872)		—
Commodity swaps	—		—		(7)		—

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Accounts Receivable (Tables)

6 Months Ended

Mar. 31, 2023

Receivables [Abstract]

Schedule of accounts receivable

Accounts receivable are summarized as follows:

	March 31, 2023		September 30, 2022
Accounts receivable	$	310,792	$	312,600
Allowance for credit losses	(6,937)		(6,888)
Receivables, net	$	303,855	$	305,712

Movement in Allowance for Credit Loss

The movement in the allowance for credit losses was as follows for the six months ended March 31, 2023:

Balance at September 30, 2022	$	(6,888)
Charged to costs and expenses	(362)
Write-offs	316
Foreign currency and other	(3)
Balance at March 31, 2023	$	(6,937)

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Inventories (Tables)

6 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

The major classes of Inventories, net are as follows:

	March 31, 2023		September 30, 2022
Raw materials and supplies	$	130,294	$	120,532
Work in progress	38,631		36,499
Finished goods and products held for resale	80,257		80,811
Costs of unbilled projects	2,968		2,309
Reserves for excess and obsolete	(11,437)		(10,800)
Inventories, net	$	240,713	$	229,351

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Property, Plant, and Equipment (Tables)

6 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant, and equipment consists of the following:

	March 31, 2023		September 30, 2022
Machinery and equipment	$	400,714	$	401,334
Rental equipment	277,644		267,345
Land and buildings	79,748		82,985
Construction in process	94,168		72,184
	852,274		823,848
Less: accumulated depreciation	(438,194)		(418,559)
Property, plant, and equipment, net	$	414,080	$	405,289

Depreciation expense and maintenance and repairs expense for the three and six months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Depreciation expense	$	22,247	$	20,722	$	43,286	$	40,042
Maintenance and repair expense	8,714		7,475		16,944		13,594

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Goodwill (Tables)

6 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Changes in the carrying amount of goodwill are as follows:

	Integrated Solutions and Services		Applied Product Technologies		Total
Balance at September 30, 2022	$	306,935	$	166,637	$	473,572
Measurement period adjustment	(1,754)		—		(1,754)
Reclassified to non-current assets held for sale	(7,831)		—		(7,831)
Foreign currency translation	626		4,316		4,942
Balance at March 31, 2023	$	297,976	$	170,953	$	468,929

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Debt (Tables)

3 Months Ended

6 Months Ended

Dec. 31, 2022

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long‑term debt, including accrued interest, consists of the following:

	March 31, 2023		September 30, 2022
2021 Term Loan, due April 1, 2028 (1)	$	466,713	$	469,063
2021 Revolving Credit Facility, due April 1, 2026 (2)	140,162		151,254
Securitization Facility, due April 1, 2024 (3)	145,282		150,201
Equipment Financing, due September 30, 2023 to September 30, 2032, interest rates ranging from 3.59% to 8.41%	129,748		120,155
Total debt	881,905		890,673
Less unamortized deferred financing fees	(8,930)		(9,873)
Total net debt	872,975		880,800
Less current portion	(19,376)		(17,266)
Total long‑term debt	$	853,599	$	863,534

(1)The interest rate on the 2021 Term Loan was 6.94% as of March 31, 2023, comprised of 4.69% LIBOR plus a 2.25% spread. Includes accrued interest of $25 at March 31, 2023.

(2)The 2021 Revolving Credit Facility includes $136,000 outstanding with an interest rate of 7.08% as of March 31, 2023, comprised of 4.88% LIBOR plus a 2.20% spread, and $4,000 outstanding with an interest rate of 9.20% as of March 31, 2023, comprised of 8.25% LIBOR plus a 0.95% spread. Includes accrued interest of $162 and $254, at March 31, 2023 and September 30, 2022, respectively.

(3)The interest rate on the Securitization Facility was 6.11% as of March 31, 2023, comprised of 4.86% LIBOR plus a 1.25% spread. Includes accrued interest of $282 and $201 at March 31, 2023 and September 30, 2022, respectively.

Schedule of Line of Credit Facilities

The following table summarizes the amount of the Company’s outstanding borrowings and outstanding letters of credit under the 2021 Revolving Credit Facility as of March 31, 2023 and September 30, 2022.

	March 31, 2023		September 30, 2022
Borrowing availability	$	350,000	$	350,000
Outstanding borrowings	140,000		151,000
Outstanding letters of credit	7,416		9,317
Unused amounts	$	202,584	$	189,683

The following summarizes the Company’s outstanding letters of credit and surety bonds as of March 31, 2023 and September 30, 2022, respectively.

	March 31, 2023		September 30, 2022
Revolving credit capacity	$	60,000	$	60,000
Letters of credit outstanding	7,416		9,317
Remaining revolving credit capacity	$	52,584	$	50,683
Surety capacity	$	287,173	$	261,959
Surety issuances	179,187		134,037
Remaining surety available	$	107,986	$	127,922

Schedule of Equipment Financing

During the six months ended March 31, 2023, the Company completed the following equipment financings:

Date Entered	Due	Interest Rate as of March 31, 2023		Principal Amount
March 31, 2023	April 30, 2030	6.14	%	$	5,116
March 31, 2023	September 30, 2032(1)	5.30	%	1,888
December 30, 2022	September 30, 2032(1)	5.30	%	1,452
December 19, 2022	May 31, 2029(2)	5.03	%	2,041
October 31, 2022	June 30, 2029	6.33	%	6,208
				$	16,705

(1)Represents an advance received from the lender on a multiple draw term loan in which the Company is making interest only payments through September 30, 2023 based on an interest rate of 5.30% including a 3.05% Bloomberg Short-Term Bank Yield Index plus a 2.25% spread as of March 31, 2023.

(2)Represents an advance received from the lender on a multiple draw term loan with interest payments based on a 2.28% Secured Overnight Financing Rate plus a 2.75% spread.

The Company has secured financing agreements that require providing a security interest in specified equipment and, in some cases, the underlying contract and related receivables. As of March 31, 2023 and September 30, 2022, the gross and net amounts of those assets are included on the Consolidated Balance Sheets as follows:

	March 31, 2023				September 30, 2022
	Gross		Net		Gross		Net
Property, plant, and equipment, net
Machinery and equipment	$	82,163	$	56,499	$	86,294	$	62,459
Construction in process	20,393		20,393		14,201		14,201
Receivables, net	1,820		1,820		108		108
Prepaid and other current assets	4,172		4,172		3,276		3,276
Other non‑current assets	54,702		54,357		51,877		51,550
	$	163,250	$	137,241	$	155,756	$	131,594

Schedule of Deferred Financing Costs and Discounts

Deferred financing fees and discounts related to the Company’s long-term debt were included as a contra liability to debt on the Consolidated Balance Sheets as follows:

	March 31, 2023		September 30, 2022
Current portion of deferred financing fees and discounts(1)	$	(1,920)	$	(1,899)
Long-term portion of deferred financing fees and discounts(2)	(7,010)		(7,974)
Total deferred financing fees and discounts	$	(8,930)	$	(9,873)

(1)Included in Current portion of debt, net of deferred financing fees and discounts on the Consolidated Balance Sheets.

(2)Included in Long-term debt, net of deferred financing fees and discounts on the Consolidated Balance Sheets

Schedule of Aggregate Maturities of Long-term Debt

Aggregate maturities of all long‑term debt, including current portion of long‑term debt and excluding finance lease obligations as of March 31, 2023, are presented below:

Fiscal Year
Remainder of 2023	$	11,074
2024	165,231
2025	21,860
2026	165,244
2027	22,994
Thereafter	495,502
Total	$	881,905

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Derivative Financial Instruments (Tables)

6 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following represents the fair value recorded for derivatives designated as cash flow hedges for the periods presented:

		Asset Derivatives
	Balance Sheet Location	March 31, 2023		September 30, 2022
Interest rate swaps	Prepaid and other current assets	$	22,492	$	19,186
Foreign currency forward contracts	Prepaid and other current assets	11		467
Commodity swaps	Prepaid and other current assets	1		—
Interest rate swaps	Other non‑current assets	17,860		30,766

		Liability Derivatives
	Balance Sheet Location	March 31, 2023	September 30, 2022
Foreign currency forward contracts	Accrued expenses and other current liabilities	626	872
Commodity swaps	Accrued expenses and other current liabilities	7	7

The following represents the fair value recorded for derivatives not designated as cash flow hedges for the periods presented:

		Asset Derivatives
	Balance Sheet Location	March 31, 2023		September 30, 2022
Total return swaps—deferred compensation	Prepaid and other current assets	$	205	$	—
Foreign currency forward contracts	Prepaid and other current assets	—		40
		Liability Derivatives
	Balance Sheet Location	March 31, 2023		September 30, 2022
Total return swaps—deferred compensation	Accrued expenses and other current liabilities	$	—	$	632
Foreign currency forward contracts	Accrued expenses and other current liabilities	48		—

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss)

The following represents the amount of (loss) gain recognized in Accumulated other comprehensive income (loss) (“AOCI”) (net of tax) during the periods presented:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Interest rate swaps	$	(54)	$	21,077	$	2,045	$	26,948
Foreign currency forward contracts	(401)		100		(790)		82
Commodity swaps	(7)		8		1		28
	$	(462)	$	21,185	$	1,256	$	27,058

Derivative Instruments, Gain (Loss)

The following represents the amount of (loss) gain reclassified from AOCI into earnings during the periods presented:

	Three Months Ended March 31,				Six Months Ended March 31,
Location of (Loss) Gain	2023		2022		2023		2022
Cost of product sales and services	$	(137)	$	6	$	(243)	$	(79)
General and administrative expense	(56)		—		(458)		(7)
Selling and marketing expense	—		(1)		—		—
Interest expense	5,233		(550)		9,245		(1,167)
	$	5,040	$	(545)	$	8,544	$	(1,253)

Derivatives Not Designated as Hedging Instruments

The following represents the amount of gain (loss) recognized in earnings for derivatives not designated as hedges during the periods presented:

	Three Months Ended March 31,				Six Months Ended March 31,
Location of Gain (Loss)	2023		2022		2023		2022
General and administrative expense	$	215	$	(352)	$	590	$	(41)

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Product Warranties (Tables)

6 Months Ended

Mar. 31, 2023

Guarantees and Product Warranties [Abstract]

Schedule of product warranty liability

A reconciliation of the activity related to the accrued warranty, including both the current and long‑term portions, is as follows:

	Current Product Warranties				Non-Current Product Warranties
	Six Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Balance at beginning of the period	$	6,740	$	8,138	$	3,465	$	2,966
Warranty provision for sales	3,186		2,797		545		609
Settlement of warranty claims	(3,338)		(3,345)		(811)		(338)
Foreign currency translation and other	(32)		(92)		128		(46)
Balance at end of the period	$	6,556	$	7,498	$	3,327	$	3,191

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Restructuring and Related Charges (Tables)

6 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of restructuring components

The table below sets forth the amounts accrued for the restructuring components and related activity:

	Six Months Ended March 31,
	2023		2022
Balance at beginning of the period	$	658	$	304
Restructuring charges related to organizational realignment	1,768		987
Restructuring charges related to facility consolidation	589		1,874
Restructuring charges related to other initiatives	138		7
Release of prior reserves	(223)		(66)
Cash payments	(1,968)		(2,220)
Other adjustments	1		2
Balance at end of the period	$	963	$	888

The table below sets forth the location of amounts recorded above on the Unaudited Consolidated Statements of Operations:

	Six Months Ended March 31,
	2023		2022
Cost of product sales and services	$	910	$	867
General and administrative expense	1,010		1,719
Sales and marketing expense	282		—
Research and development expense	138		1
Other operating expense, net	(68)		215
	$	2,272	$	2,802

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Employee Benefit Plans (Tables)

6 Months Ended

Mar. 31, 2023

Retirement Benefits [Abstract]

Schedule of net benefit costs

The components of net periodic benefit cost for the plans were as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Service cost	$	143	$	227	$	280	$	459
Interest cost	205		107		401		215
Expected return on plan assets	(114)		(129)		(222)		(261)
Amortization of actuarial (gains) losses	(15)		166		(28)		335
Pension expense for defined benefit plans	$	219	$	371	$	431	$	748

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Share-Based Compensation (Tables)

6 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock options, activity

A summary of the stock option activity, including stock appreciation rights, as of March 31, 2023 is presented below:

(In thousands, except per share amounts)	Options	Weighted Average Exercise Price/Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at September 30, 2022	4,265	$	14.74	5.2 years	$	78,218
Granted	7	42.42
Exercised	(199)	15.95
Forfeited	(7)	24.36
Outstanding at March 31, 2023	4,066	$	14.71	4.7 years	$	142,350
Options exercisable at March 31, 2023	3,589	$	13.40	4.3 years	$	130,334
Options vested and expected to vest at March 31, 2023	4,062	$	14.70	4.7 years	$	142,253

Schedule of Nonvested Share Activity

A summary of the status of the Company's unvested stock options as of and for the six months ended March 31, 2023 is presented below.

(In thousands, except per share amounts)	Shares	Weighted Average Grant Date Fair Value/Share
Unvested at beginning of period	1,042	$	6.82
Granted	7	21.39
Vested	(564)	5.93
Forfeited	(8)	7.95
Unvested at end of period	477	$	8.21

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

The following is a summary of the RSU activity for the six months ended March 31, 2023.

(In thousands, except per share amounts)	Shares	Weighted Average Grant Date Fair Value/Share
Outstanding at September 30, 2022	980	$	30.18
Granted	312	42.83
Vested	(398)	27.73
Forfeited	(36)	38.64
Outstanding at March 31, 2023	858	$	35.56
Expected to vest at March 31, 2023	827	$	35.35

The following is a summary of the performance share unit activity for the six months ended March 31, 2023, assuming target award level.

(In thousands, except per share amounts)	Shares	Weighted Average Grant Date Fair Value/Share
Unvested at beginning of period	592	$	23.36
Granted	154	43.46
Forfeited	(4)	44.84
Unvested at end of period	742	$	27.42
Expected to vest	701	$	27.17

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Commitments and Contingencies (Tables)

6 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Line of Credit Facilities

The following table summarizes the amount of the Company’s outstanding borrowings and outstanding letters of credit under the 2021 Revolving Credit Facility as of March 31, 2023 and September 30, 2022.

	March 31, 2023		September 30, 2022
Borrowing availability	$	350,000	$	350,000
Outstanding borrowings	140,000		151,000
Outstanding letters of credit	7,416		9,317
Unused amounts	$	202,584	$	189,683

The following summarizes the Company’s outstanding letters of credit and surety bonds as of March 31, 2023 and September 30, 2022, respectively.

	March 31, 2023		September 30, 2022
Revolving credit capacity	$	60,000	$	60,000
Letters of credit outstanding	7,416		9,317
Remaining revolving credit capacity	$	52,584	$	50,683
Surety capacity	$	287,173	$	261,959
Surety issuances	179,187		134,037
Remaining surety available	$	107,986	$	127,922

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Accrued Expenses and Other Liabilities (Tables)

6 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued expenses and other liabilities consisted of the following:

	March 31, 2023		September 30, 2022
Salaries, wages, and other benefits	$	48,906	$	83,618
Obligation under operating leases	16,082		14,932
Obligation under finance leases	13,502		12,875
Provisions for litigation	12,875		2,375
Third party commissions	10,001		10,341
Deferred revenue	9,287		9,692
Taxes, other than income	6,631		5,594
Insurance liabilities	3,192		3,456
Severance payments	963		658
Fair value of liability derivatives	681		1,511
Other	30,990		33,220
	$	153,110	$	178,272

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Business Segments (Tables)

6 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule of segment reporting information, by segment

Reportable operating segment revenue and operating profit for the three and six months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Total revenue
Integrated Solutions and Services	$	334,838	$	304,499	$	646,102	$	558,075
Applied Product Technologies	174,833		154,861		325,171		297,358
Total revenue	509,671		459,360		971,273		855,433
Intersegment revenue
Integrated Solutions and Services	5,939		9,659		11,777		18,189
Applied Product Technologies	25,935		22,973		45,853		44,248
Total intersegment revenue	31,874		32,632		57,630		62,437
Revenue to external customers
Integrated Solutions and Services	328,899		294,840		634,325		539,886
Applied Product Technologies	148,898		131,888		279,318		253,110
Total revenue	$	477,797	$	426,728	$	913,643	$	792,996
Operating profit (loss)
Integrated Solutions and Services	$	43,127	$	38,105	$	85,835	$	73,405
Applied Product Technologies	28,564		22,993		49,579		40,820
Corporate	(48,234)		(41,526)		(88,725)		(80,365)
Total operating profit	23,457		19,572		46,689		33,860
Interest expense	(10,303)		(9,950)		(20,377)		(16,529)
Income before income taxes	13,154		9,622		26,312		17,331
Income tax expense	(2,522)		(2,248)		(6,412)		(3,869)
Net income	$	10,632	$	7,374	$	19,900	$	13,462

	March 31, 2023		September 30, 2022
Assets
Integrated Solutions and Services	$	1,088,689	$	1,123,166
Applied Product Technologies	669,179		653,244
Corporate	451,702		414,453
Total assets	$	2,209,570	$	2,190,863

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Earnings Per Share (Tables)

6 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of earnings per share, basic and diluted

The following table sets forth the computation of basic and diluted earnings from continuing operations per common share (in thousands, except per share amounts):

	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Numerator:
Numerator for basic and diluted earnings per common share—Net income attributable to Evoqua Water Technologies Corp.	$	10,632	$	7,330	$	19,900	$	13,317
Denominator:
Denominator for basic net income per common share—weighted average shares	122,212		120,942		122,028		120,785
Effect of dilutive securities:
Share‑based compensation	3,583		4,012		3,479		4,145
Denominator for diluted net income per common share—adjusted weighted average shares	125,795		124,954		125,507		124,930
Basic earnings attributable to Evoqua Water Technologies Corp. per common share	$	0.09	$	0.06	$	0.16	$	0.11
Diluted earnings attributable to Evoqua Water Technologies Corp. per common share	$	0.08	$	0.06	$	0.16	$	0.11

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Description of the Company and Basis of Presentation (Details) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) segment $ / shares	Mar. 31, 2023 USD ($) segment $ / shares	Sep. 30, 2022 $ / shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments | segment		2	2
Business Acquisition [Line Items]
Common stock, par value (in dollars per share)		$ 0.01	$ 0.01	$ 0.01
Merger related costs | $		$ 10,040	$ 10,240
Subsequent Event
Business Acquisition [Line Items]
Termination fee | $	$ 225,000
Xylem Inc. | Common Stock | Subsequent Event
Business Acquisition [Line Items]
Acquirer shares issued per acquiree share (in shares) | shares	0.48
Shares exchanged, common stock, par value	$ 0.01
Xylem Inc. | Legacy Evoqua Water Technologies | Subsequent Event
Business Acquisition [Line Items]
Percentage of equity interests, of acquiree, after transaction	25.00%
Xylem Inc. | Legacy Xylem | Subsequent Event
Business Acquisition [Line Items]
Percentage of voting interests acquired	75.00%
Xylem Inc. | Evoqua Water Technologies | Subsequent Event
Business Acquisition [Line Items]
Common stock, par value (in dollars per share)	$ 0.01

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Variable Interest Entities- Investments, Equity Method and Joint Ventures (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Jul. 01, 2022	Apr. 08, 2021	Feb. 28, 2021	Oct. 01, 2019
Schedule of Equity Method Investments [Line Items]
Obligation to absorb risk of loss, percentage of partner's equity	100.00%		100.00%
Revenues	$ 477,797	$ 426,728	$ 913,643	$ 792,996
Operating Expenses	(125,555)	(110,586)	(233,852)	(208,316)
Operating profit (loss)	$ 23,457	19,572	$ 46,689	33,860
Frontier
Schedule of Equity Method Investments [Line Items]
Remaining percentage to be acquired	40.00%		40.00%
Percentage of voting interests acquired					32.00%	8.00%		60.00%
Frontier | Maximum
Schedule of Equity Method Investments [Line Items]
Remaining percentage to be acquired							10.00%
Treated Water Outsourcing
Schedule of Equity Method Investments [Line Items]
Partnership interest			50.00%
Revenues		796		1,641
Operating Expenses		(703)		(1,440)
Operating profit (loss)		93		201
Frontier
Schedule of Equity Method Investments [Line Items]
Revenues		6,414		13,363
Operating Expenses		(6,149)		(12,135)
Operating profit (loss)		$ 265		$ 1,228

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Acquisitions and Divestitures - Narrative (Details) $ in Thousands					3 Months Ended	6 Months Ended
	Jul. 15, 2022 USD ($)	Jul. 01, 2022 USD ($) numberOfCustomers	Jan. 03, 2022 USD ($)	Dec. 20, 2021 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
Business Acquisition [Line Items]
Loss on sale of business						$ 2,857	$ (193)
Cash paid to acquire business, net						816	194,976
Proceeds from previous acquisition						1,754
Final purchase price						193,222
Proceeds from contingent consideration asset					$ 12,300	7,824	$ 0
Medica
Business Acquisition [Line Items]
Proceeds from divestiture of businesses						67
Loss on sale of business						2,857
Desotec
Business Acquisition [Line Items]
Proceeds from divestiture of business, expected						100,000
Epicor Inc
Business Acquisition [Line Items]
Cash paid to acquire business, net	$ 4,339
Payments for previous acquisition						38
Smith Engineering Inc
Business Acquisition [Line Items]
Cash paid to acquire business, net		$ 18,878
Escrow deposit		$ 2,895
Number of customers | numberOfCustomers		1,200
Mar Cor
Business Acquisition [Line Items]
Cash paid to acquire business, net			$ 194,976
Price of acquisition, expected				$ 196,300
Borrowings under credit facility			$ 160,000
Contingent consideration, liability					$ 12,300	12,300
Kemco
Business Acquisition [Line Items]
Payments to acquire businesses						$ 900

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Acquisitions and Divestitures - Schedule of Assets Held for Sale (Details) - USD ($)	Mar. 31, 2023	Sep. 30, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Inventories, net	$ 240,713,000	$ 229,351,000
Current assets held for sale	11,622,000	0
Property, plant, and equipment, net	414,080,000	405,289,000
Operating lease right-of-use assets, net	56,568,000	53,540,000
Goodwill	468,929,000	473,572,000
Intangible assets, net	299,302,000	317,733,000
Non-current assets held for sale	29,733,000	0
Accrued expenses and other liabilities	153,110,000	178,272,000
Current liabilities held for sale	487,000	0
Obligation under operating leases	45,650,000	43,961,000
Non-current liabilities held for sale	2,703,000	$ 0
Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Inventories, net	11,622,000
Current assets held for sale	11,622,000
Property, plant, and equipment, net	6,744,000
Operating lease right-of-use assets, net	2,312,000
Goodwill	7,830,000
Intangible assets, net	12,847,000
Non-current assets held for sale	29,733,000
Total assets held for sale	41,355,000
Accrued expenses and other liabilities	487,000
Current liabilities held for sale	487,000
Obligation under operating leases	2,703,000
Non-current liabilities held for sale	2,703,000
Total liabilities held for sale	$ 3,190,000

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Acquisitions and Divestitures - Preliminary Opening Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022	Jul. 01, 2022	Apr. 01, 2022
Business Combination, Separately Recognized Transactions [Line Items]
Goodwill	$ 468,929	$ 473,572
Smith Engineering Inc
Business Combination, Separately Recognized Transactions [Line Items]
Receivables, net			$ 2,501
Inventories, net			1,345
Other current assets			937
Property, plant, and equipment, net			532
Goodwill			7,820
Intangible assets, net			9,815
Other non-current assets			796
Total assets acquired			23,746
Current liabilities			(1,834)
Non-current liabilities			(3,034)
Total liabilities assumed			(4,868)
Net assets acquired			$ 18,878
Mar Cor
Business Combination, Separately Recognized Transactions [Line Items]
Receivables, net				$ 21,275
Inventories, net				32,350
Earn Out asset				7,824
Other current assets				1,844
Property, plant, and equipment, net				19,150
Goodwill				67,000
Intangible assets, net				57,094
Other non-current assets				7,694
Total assets acquired				214,231
Current liabilities				(15,467)
Non-current liabilities				(5,542)
Total liabilities assumed				(21,009)
Net assets acquired				$ 193,222

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Revenue (Performance Obligation) (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 407,197
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period: 2023-04-01 | Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period: 2024-01-01 | Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, expected timing of satisfaction, period	24 months

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Revenue (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from contracts with customers recognized under Topic 606		$ 429,239	$ 382,758	$ 820,670	$ 700,529
Other	[1]	48,558	43,970	92,973	92,467
Revenues		477,797	426,728	913,643	792,996
United States
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		394,143	352,639	755,365	647,347
Europe
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		33,377	28,641	57,864	54,270
Asia
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		33,447	28,042	67,968	58,947
Canada
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		13,085	13,748	26,259	26,409
Australia
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		3,745	3,658	6,187	6,023
Integrated Solutions and Services
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		328,899	294,840	634,325
Applied Product Technologies
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		148,898	131,888	279,318
Capital
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		187,173	162,480	352,884	313,466
Capital | Integrated Solutions and Services
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		87,761	70,702	165,407	137,804
Capital | Applied Product Technologies
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		99,412	91,778	187,477	175,662
Aftermarket
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		105,478	97,295	200,158	158,877
Aftermarket | Integrated Solutions and Services
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		60,805	62,271	118,245	91,569
Aftermarket | Applied Product Technologies
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		44,673	35,024	81,913	67,308
Revenue from service
Disaggregation of Revenue [Line Items]
Revenues		185,146	166,953	360,601	320,653
Revenue from product sales and services		185,146	166,953	360,601	320,653
Revenue from service | Integrated Solutions and Services
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		180,333	161,867	350,673	310,513
Revenue from service | Applied Product Technologies
Disaggregation of Revenue [Line Items]
Revenue from product sales and services		$ 4,813	$ 5,086	$ 9,928	$ 10,140

[1] Other revenue relates to revenue recognized pursuant to ASU 2016-02, Leases (Topic 842), primarily attributable to long term rentals.

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Revenue (Contract Assets and Liabilities) (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Change in Contract with Customer, Asset [Roll Forward]
beginning of period	$ 102,123	$ 72,746
Recognized in current period	205,347	206,859
Reclassified to accounts receivable	193,671	179,967
Foreign currency	1,662	(136)
end of period	115,461	99,502
Change in Contract with Customer, Liability [Roll Forward]
beginning of period	62,439	55,883
Recognized in current period	212,122	174,518
Amounts in beginning balance reclassified to revenue	(49,217)	(44,292)
Current period amounts reclassified to revenue	(150,520)	(130,629)
Foreign currency	688	113
end of period	$ 75,512	$ 55,593

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Fair Value Measurements (Assets and Liabilities at Fair Value) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022	Apr. 01, 2022
Deferred compensation plan assets
Mutual Funds	$ 12,805
Mar Cor
Deferred compensation plan assets
Earn Out asset			$ 7,824
Significant Unobservable Inputs (Level 3) | Mar Cor
Deferred compensation plan assets
Earn Out asset	0	$ 11,597
Fair Value, Measurements, Recurring | Quoted Market Prices in Active Markets (Level 1)
Deferred compensation plan assets
Cash	723	902
Mutual Funds		12,330
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Deferred compensation plan assets
Interest rate swaps		49,952
Foreign currency forward contracts	11	507
Liabilities:
Pension plan	(29,557)	(26,654)
Deferred compensation plan liabilities	(20,234)	(20,081)
Total return swaps—deferred compensation		(632)
Long‑term debt	(880,349)	(884,517)
Foreign currency forward contracts	(674)	(872)
Commodity Swap Assets, Fair Value Disclosure	1
Commodity swaps	(7)	(7)
Total return swaps—deferred compensation	205
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Designated as Hedging Instrument | Other Current Liabilities
Deferred compensation plan assets
Interest rate swaps	40,352
Fair Value, Measurements, Recurring | Cash | Quoted Market Prices in Active Markets (Level 1)
Assets:
Defined benefit plan, fair value of plan assets	1,552	40
Fair Value, Measurements, Recurring | Global Multi-Asset Fund | Net Asset Value
Assets:
Plan assets at net asset value	12,996	11,632
Fair Value, Measurements, Recurring | Government Securities | Net Asset Value
Assets:
Plan assets at net asset value	3,071	3,343
Fair Value, Measurements, Recurring | Liability Driven Investment | Net Asset Value
Assets:
Plan assets at net asset value		928
Fair Value, Measurements, Recurring | Guernsey Unit Trust | Net Asset Value
Assets:
Plan assets at net asset value	2,277	2,048
Fair Value, Measurements, Recurring | Global Absolute Return | Net Asset Value
Assets:
Plan assets at net asset value	$ 1,462	$ 1,299

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Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Sep. 30, 2022	Apr. 01, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Unrealized loss on investments			$ 1,208
Mar Cor
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out asset					$ 7,824
Increase in fair value of earn out	$ 703	$ 3,773
Mar Cor | Significant Unobservable Inputs (Level 3)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Earn Out asset	$ 0		$ 0	$ 11,597

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Accounts Receivable (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2023	Sep. 30, 2022
Receivables [Abstract]
Accounts receivable	$ 310,792	$ 312,600
Allowance for credit losses	(6,937)	(6,888)
Accounts receivable, net	303,855	$ 305,712
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of period	(6,888)
Charged to costs and expenses	(362)
Write-offs	316
Foreign currency and other	(3)
Balance at end of period	$ (6,937)

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Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 130,294	$ 120,532
Work in progress	38,631	36,499
Finished goods and products held for resale	80,257	80,811
Costs of unbilled projects	2,968	2,309
Reserves for excess and obsolete	(11,437)	(10,800)
Inventory, Net	$ 240,713	$ 229,351

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Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 852,274		$ 852,274		$ 823,848
Less: accumulated depreciation	(438,194)		(438,194)		(418,559)
Property, plant, and equipment, net	414,080		414,080		405,289
Depreciation and amortization	22,247	$ 20,722	43,286	$ 40,042
Maintenance and repair expense	8,714	$ 7,475	16,944	$ 13,594
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	400,714		400,714		401,334
Land and buildings
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	79,748		79,748		82,985
Construction in process
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	94,168		94,168		72,184
Rental equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 277,644		$ 277,644		$ 267,345

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Goodwill (Schedule of Goodwill) (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning of the period	$ 473,572
Measurement period adjustment	(1,754)
Reclassified to non-current assets held for sale	(7,831)
Foreign currency translation	4,942
Goodwill, end of the period	468,929
Operating Segments | Integrated Solutions and Services
Goodwill [Roll Forward]
Goodwill, beginning of the period	306,935
Measurement period adjustment	(1,754)
Reclassified to non-current assets held for sale	(7,831)
Foreign currency translation	626
Goodwill, end of the period	297,976
Operating Segments | Applied Product Technologies
Goodwill [Roll Forward]
Goodwill, beginning of the period	166,637
Measurement period adjustment	0
Reclassified to non-current assets held for sale	0
Foreign currency translation	4,316
Goodwill, end of the period	$ 170,953

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Goodwill -Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Business acquisition, goodwill, expected tax deductible, amount	$ 248,781	$ 250,636

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Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Total debt	$ 881,905	$ 890,673
Less unamortized deferred financing fees	(8,930)	(9,873)
Total net debt	872,975	880,800
Current portion of debt	(19,376)	(17,266)
Total long‑term debt	$ 853,599	863,534
Securitization Facility, due April 1, 2024
Debt Instrument [Line Items]
Debt , interest rate, effective percentage	6.11%
Securitization Facility, due April 1, 2024 | Rate three
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.25%
Securitization Facility, due April 1, 2024 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	4.86%
2021 Term Loan
Debt Instrument [Line Items]
Total debt	$ 466,713	469,063
Debt , interest rate, effective percentage	6.94%
Debt instrument, basis spread on variable rate	2.25%
Interest payable	$ 25
2021 Term Loan | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	4.69%
2021 Revolving Credit Facility, due April 2026
Debt Instrument [Line Items]
Total debt	$ 140,162	151,254
Interest payable	162	254
2021 Revolving Credit Facility, due April 2026 | Rate one
Debt Instrument [Line Items]
Total debt	$ 136,000
Debt , interest rate, effective percentage	7.08%
2021 Revolving Credit Facility, due April 2026 | Rate two
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.20%
2021 Revolving Credit Facility, due April 2026 | Debt Instrument, Tranche Two Rate
Debt Instrument [Line Items]
Total debt	$ 4,000
Debt , interest rate, effective percentage	9.20%
Debt instrument, basis spread on variable rate	0.95%
2021 Revolving Credit Facility, due April 2026 | LIBOR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	4.88%
2021 Revolving Credit Facility, due April 2026 | LIBOR | Debt Instrument, Tranche Two Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	8.25%
Securitization Facility, due April 1, 2024
Debt Instrument [Line Items]
Total debt	$ 145,282	150,201
Interest payable	282	201
Equipment Financing, due September 30, 2023 to September 30, 2032, interest rates ranging from 3.59% to 8.41% | Equipment Financings
Debt Instrument [Line Items]
Total debt	$ 129,748	$ 120,155
Minimum | Equipment Financing, due September 30, 2023 to September 30, 2032, interest rates ranging from 3.59% to 8.41% | Equipment Financings
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	3.59%
Maximum | Equipment Financing, due September 30, 2023 to September 30, 2032, interest rates ranging from 3.59% to 8.41% | Equipment Financings
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	8.41%

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Debt (Narrative) (Details)		3 Months Ended		6 Months Ended
	Apr. 01, 2021 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
Line of Credit Facility [Line Items]
Debt covenant, springing maximum first lien ratio	5.55
Amortization of debt issuance costs and discounts		$ 467,000	$ 459,000	$ 943,000	$ 926,000
Maximum
Line of Credit Facility [Line Items]
Accounts receivable from securitization	$ 150,000,000
2021 Credit Agreement | Term Loan
Line of Credit Facility [Line Items]
Amount of loan	475,000,000
2021 Credit Agreement | Revolving Credit Facility
Line of Credit Facility [Line Items]
Borrowing availability	350,000,000
2021 Credit Agreement | Letter of Credit
Line of Credit Facility [Line Items]
Borrowing availability	$ 60,000,000

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Debt (Schedule of Line of Credit Facilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022
Line of Credit Facility [Line Items]
Unused amounts	$ 60,000	$ 60,000
2021 Revolving Credit Facility, due April 2026
Line of Credit Facility [Line Items]
Outstanding borrowings	140,000	151,000
Unused amounts	202,584	189,683
2021 Revolving Credit Facility, due April 2026 | Revolving Credit Facility
Line of Credit Facility [Line Items]
Borrowing availability	350,000	350,000
2021 Revolving Credit Facility, due April 2026 | Letter of Credit
Line of Credit Facility [Line Items]
Outstanding letters of credit	$ 7,416	$ 9,317

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Debt (Schedule of Equipment Financings) (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2023	Sep. 30, 2022
Equipment Financing Due Sep 30 2032 | Loans Payable
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.25%
Equipment Financing Due Sep 30 2032 | Loans Payable | Q1 2023 Tranche
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	5.30%
Principal Amount	$ 1,452
Equipment Financing Due Sep 30 2032 | Loans Payable | Q2 2023 Tranche
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	5.30%
Principal Amount	$ 1,888
Equipment Financing Due Sep 30 2032 | Loans Payable | Bloomberg Short-Term Bank Yield Index
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	3.05%
Equipment Financing Due May 31 2029 | Loans Payable
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	5.03%
Principal Amount	$ 2,041
Debt instrument, basis spread on variable rate	2.75%
Equipment Financing Due May 31 2029 | Loans Payable | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.28%
Equipment Financing Due Jun 30 2029 | Loans Payable
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	6.33%
Principal Amount	$ 6,208
Equipment Financings
Debt Instrument [Line Items]
Collateral amount, gross	163,250	$ 155,756
Collateral amount, net	137,241	131,594
Equipment Financings | Property, plant and equipment net | Machinery and equipment
Debt Instrument [Line Items]
Collateral amount, gross	82,163	86,294
Collateral amount, net	56,499	62,459
Equipment Financings | Property, plant and equipment net | Construction in process
Debt Instrument [Line Items]
Collateral amount, gross	20,393	14,201
Collateral amount, net	20,393	14,201
Equipment Financings | Receivables, net
Debt Instrument [Line Items]
Collateral amount, gross	1,820	108
Collateral amount, net	1,820	108
Equipment Financings | Prepaid and other current assets
Debt Instrument [Line Items]
Collateral amount, gross	4,172	3,276
Collateral amount, net	4,172	3,276
Equipment Financings | Other non‑current assets
Debt Instrument [Line Items]
Collateral amount, gross	54,702	51,877
Collateral amount, net	54,357	$ 51,550
Equipment Financings | Loans Payable
Debt Instrument [Line Items]
Principal Amount	$ 16,705
Equipment Financing Due April 30, 2030 | Loans Payable
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	6.14%
Principal Amount	$ 5,116

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Debt (schedule of Deferred Financing Fees and Discounts (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Unamortized discount (premium) and debt issuance costs, net	$ 8,930	$ 9,873
First Lien Term Facility, due December 20, 2024
Debt Instrument [Line Items]
Unamortized discount (premium) and debt issuance costs, net	(8,930)	(9,873)
First Lien Term Facility, due December 20, 2024 | Other Current Liabilities
Debt Instrument [Line Items]
Unamortized discount (premium) and debt issuance costs, net	(1,920)	(1,899)
First Lien Term Facility, due December 20, 2024 | Other Noncurrent Liabilities
Debt Instrument [Line Items]
Unamortized discount (premium) and debt issuance costs, net	$ (7,010)	$ (7,974)

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Debt (Long-term Debt Maturities) (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Debt Disclosure [Abstract]
Remainder of 2023	$ 11,074
2024	165,231
2025	21,860
2026	165,244
2027	22,994
Thereafter	495,502
Long-term Debt	$ 881,905

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Derivative Financial Instruments - Narrative (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2023 USD ($)
Derivative [Line Items]
Gain expected to reclassified from AOCI to earnings	$ (545)
Interest rate swaps
Derivative [Line Items]
Derivative, notional amount	540,000
Foreign currency forward contracts
Derivative [Line Items]
Derivative, notional amount	25,667
Commodity swaps
Derivative [Line Items]
Derivative, notional amount	$ 5,016

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Derivative Financial Instruments (Fair Values) (Details) - Significant Other Observable Inputs (Level 2) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022
Derivatives, Fair Value [Line Items]
Interest rate cap		$ 49,952
Designated as Hedging Instrument | Prepaid and other current assets | Interest rate swaps
Derivatives, Fair Value [Line Items]
Interest rate cap	$ 22,492	19,186
Designated as Hedging Instrument | Prepaid and other current assets | Foreign currency forward contracts
Derivatives, Fair Value [Line Items]
Foreign currency forward contracts	11	467
Designated as Hedging Instrument | Prepaid and other current assets | Commodity swaps
Derivatives, Fair Value [Line Items]
Commodity swaps	1	0
Designated as Hedging Instrument | Other Current Liabilities
Derivatives, Fair Value [Line Items]
Interest rate cap	40,352
Foreign currency forward contracts	626	872
Commodity swaps	7	7
Designated as Hedging Instrument | Other Assets | Interest rate swaps
Derivatives, Fair Value [Line Items]
Interest rate cap	$ 17,860	$ 30,766

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Derivative Financial Instruments (Amounts Recognized in AOCI) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized derivative (loss) gain on cash flow hedges, net of tax	$ (5,502)	$ 21,730	$ (7,288)	$ 28,311
Other Comprehensive Income (Loss) | Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized derivative (loss) gain on cash flow hedges, net of tax	(462)	21,185	1,256	27,058
Interest rate swaps | Other Comprehensive Income (Loss) | Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized derivative (loss) gain on cash flow hedges, net of tax	(54)	21,077	2,045	26,948
Foreign currency forward contracts | Other Comprehensive Income (Loss) | Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized derivative (loss) gain on cash flow hedges, net of tax	(401)	100	(790)	82
Commodity swaps | Other Comprehensive Income (Loss) | Designated as Hedging Instrument
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized derivative (loss) gain on cash flow hedges, net of tax	$ (7)	$ 8	$ 1	$ 28

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Derivative Financial Instruments (Amounts Reclassified out of AOCI) (Details) - Reclassification out of Accumulated Other Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	$ 5,040	$ (545)	$ 8,544	$ (1,253)
Cost of product sales and services
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	(137)	6	(243)	(79)
General and administrative expense
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	(56)	0	(458)	(7)
Sales and marketing expense
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	0	(1)	0	0
Interest Expense
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	$ 5,233	$ (550)	$ 9,245	$ (1,167)

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Derivative Financial Instruments (Derivatives Not Designated as Cash Flow Hedges) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Sep. 30, 2022
Derivatives, Fair Value [Line Items]
Derivative Instruments Not Designated as Hedging Instruments, Gain	$ 215	$ (352)	$ 590	$ (41)
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Not Designated as Hedging Instrument | Other Current Liabilities
Derivatives, Fair Value [Line Items]
Foreign currency forward contracts	48		48		$ 0
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Total Return Swap | Not Designated as Hedging Instrument | Prepaid and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	205		205		0
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Total Return Swap | Not Designated as Hedging Instrument | Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	0		0		632
Significant Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Foreign currency forward contracts | Not Designated as Hedging Instrument | Prepaid and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 0		$ 0		$ 40

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Product Warranties (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Balance at beginning of the period	$ 6,740
Balance at beginning of the period	3,465
Balance at end of the period	6,556
Balance at end of the period	3,327
Other Current Liabilities
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Balance at beginning of the period	6,740	$ 8,138
Warranty provision for sales	3,186	2,797
Settlement of warranty claims	(3,338)	(3,345)
Foreign currency translation and other	(32)	(92)
Balance at end of the period	6,556	7,498
Other Noncurrent Liabilities
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Balance at beginning of the period	3,465	2,966
Warranty provision for sales	545	609
Settlement of warranty claims	(811)	(338)
Foreign currency translation and other	128	(46)
Balance at end of the period	$ 3,327	$ 3,191

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Restructuring and Related Charges (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2023 USD ($) segment	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Number of reportable segments | segment	2	2
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning of the period		$ 658	$ 304
Restructuring charges		2,272	2,802
Release of prior reserves		223	66
Cash payments		(1,968)	(2,220)
Other adjustments		1	2
Restructuring reserve, end of the period	$ 963	963	888
Cost of product sales and services
Restructuring Reserve [Roll Forward]
Restructuring charges		910	867
General and administrative expense
Restructuring Reserve [Roll Forward]
Restructuring charges		1,010	1,719
Sales and marketing expense
Restructuring Reserve [Roll Forward]
Restructuring charges		282	0
Research and development expense
Restructuring Reserve [Roll Forward]
Restructuring charges		138	1
Other operating expense, net
Restructuring Reserve [Roll Forward]
Restructuring charges		(68)	215
Organizational Realignment
Restructuring Reserve [Roll Forward]
Restructuring charges		1,768	987
Facility Consolidation
Restructuring Reserve [Roll Forward]
Restructuring charges		589	1,874
Other Restructuring
Restructuring Reserve [Roll Forward]
Restructuring charges		138	$ 7
Other Restructuring | Minimum
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, expected cost	3,400	3,400
Other Restructuring | Maximum
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, expected cost	$ 4,400	$ 4,400

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Employee Benefit Plans (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Retirement Benefits [Abstract]
Service cost	$ 143	$ 227	$ 280	$ 459
Interest cost	205	107	401	215
Expected return on plan assets	(114)	(129)	(222)	(261)
Amortization of actuarial (gains) losses	(15)	166	(28)	335
Pension expense for defined benefit plans	$ 219	$ 371	$ 431	$ 748

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Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Estimated Annual Effective Tax Rate Used to Calculate Income Tax Expense (Benefit)			32.40%	22.60%
Federal statutory income tax rate, percent	21.00%		21.00%	21.00%
Income tax expense	$ 2,522,000	$ 2,248,000	$ 6,412,000	$ 3,869,000
Income before income taxes	$ 13,154,000	$ 9,622,000	$ 26,312,000	17,331,000
Effective income tax rate reconciliation, percent	19.20%	23.40%	24.40%		22.30%
Unrecognized tax benefits	$ 1,850,000	$ 2,071,000	$ 1,850,000	$ 2,071,000

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Share-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands				3 Months Ended		6 Months Ended
	Apr. 01, 2023	Oct. 01, 2021	Oct. 01, 2018	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Sep. 30, 2022	Dec. 21, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value, exercises in period						$ 5,968
Fair value of options vested						3,346
Share-based Compensation expense				$ 6,884	$ 6,068	13,201	$ 11,402
Non-cash share-based compensation				6,004	5,386	12,200	10,589
Compensation cost not yet recognized, period for recognition				$ 25,266		25,266
Proceeds from issuance of common stock						$ 4,700	5,274
Common stock, par value (in dollars per share)				$ 0.01		$ 0.01		$ 0.01
Evoqua Water Technologies Corp. Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock awards vesting percentage				25.00%
Contractual term of options						10 years
Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant (in shares)				3,559		3,559
Measurement period						3 years
Maximum payout, percentage						250.00%
Service period						3 years
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity incentive plan, number of shares authorized (shares)									11,297
Number of shares available for grant (in shares)									5,000
Non-cash share-based compensation				$ 291	$ 198	$ 607	$ 419
Purchase price of stock, percentage			85.00%
Common stock, par value (in dollars per share)									$ 0.01
Shares issued under ESPP (in shares)	66	62
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost not yet recognized, period for recognition				$ 3,289		$ 3,289
Period for recognition for unrecognized compensation expense						1 year 4 months 24 days
Employee Stock Option | Evoqua Water Technologies Corp. Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity incentive plan, number of shares authorized (shares)				11,083		11,083
Number of shares available for grant (in shares)				2,177		2,177
Special RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost not yet recognized, period for recognition				$ 13,052		$ 13,052
Period for recognition for unrecognized compensation expense						1 year 7 months 6 days
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period for recognition for unrecognized compensation expense						1 year 10 months 24 days

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Share-Based Compensation (Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Sep. 30, 2022
Options
Outstanding at beginning of the period (shares)	4,265,000
Granted (shares)	7,000
Exercised (shares)	(199,000)
Forfeited (shares)	(7,000)
Outstanding at end of the period (shares)	4,066,000
Options exercisable (shares)	3,589,000
Options vested and expected to vest (shares)	4,062,000
Weighted Average Exercise Price/Share
Weighted average exercise price, outstanding, beginning balance (in dollars per share)	$ 14.74
Weighted average exercise price, granted (in dollars per share)	42.42
Weighted average exercise price, exercised (in dollars per share)	15.95
Weighted average exercise price, forfeited (in dollars per share)	24.36
Weighted average exercise price, outstanding, ending balance (in dollars per share)	14.71
Weighted average exercise price, exercisable (in dollars per share)	13.40
Weighted average exercise price, options vested and expected to vest (in dollars per share)	$ 14.70
Weighted Average Remaining Contractual Term
Weighted average remaining contractual term, outstanding	4 years 8 months 12 days	5 years 2 months 12 days
Weighted average contractual term, exercisable	4 years 3 months 18 days
Weighted average remaining contractual term, options vested and expected to vest	4 years 8 months 12 days
Intrinsic value, outstanding	$ 142,350		$ 78,218
Intrinsic value, exercisable	130,334
Intrinsic value, options vested and expected to vest	$ 142,253

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Share-Based Compensation (Nonvested Share Activity) (Details)	6 Months Ended
	Mar. 31, 2023 $ / shares shares
Shares
Unvested at beginning of period | shares	1,042,000
Granted (shares) | shares	7,000
Vested (shares) | shares	(564,000)
Forfeited (shares) | shares	(8,000)
Unvested at end of period | shares	477,000
Weighted Average Grant Date Fair Value/Share
Weighted average grant date fair value, nonvested, beginning balance (in dollars per share) | $ / shares	$ 6.82
Weighted average grant date fair value, granted (in dollars per share) | $ / shares	21.39
Weighted average grant date fair value, vested (in dollars per share) | $ / shares	5.93
Weighted average grant date fair value, forfeited (in dollars per share) | $ / shares	7.95
Weighted average grant date fair value, nonvested, ending balance (in dollars per share) | $ / shares	$ 8.21

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Share-Based Compensation (RSU Activity) (Details) shares in Thousands	6 Months Ended
	Mar. 31, 2023 $ / shares shares
Shares
Forfeited | shares	8
Options exercisable (shares) | shares	3,589
Weighted Average Grant Date Fair Value/Share
Weighted average grant date fair value, forfeited (in dollars per share) | $ / shares	$ 7.95
Weighted average exercise price, options vested and expected to vest (in dollars per share) | $ / shares	$ 14.70
Restricted Stock Units (RSUs)
Shares
Outstanding at beginning of the period (shares) | shares	980
Granted | shares	312
Vested in period (shares) | shares	(398)
Forfeited | shares	36
Outstanding at beginning of the period | shares	858
Options exercisable (shares) | shares	827
Weighted Average Grant Date Fair Value/Share
Weighted average grant date fair value, nonvested, equity instruments other than options, beginning of the period (in dollar per share) | $ / shares	$ 30.18
Weighted average grant date fair value, granted (in dollars per share) | $ / shares	42.83
Weighted average grant date fair value, vested (in dollars per share) | $ / shares	27.73
Weighted average grant date fair value, forfeited (in dollars per share) | $ / shares	38.64
Weighted average grant date fair value, nonvested, equity instruments other than options, end of the period (in dollar per share) | $ / shares	35.56
Weighted average exercise price, options vested and expected to vest (in dollars per share) | $ / shares	$ 35.35
Special RSU
Shares
Outstanding at beginning of the period (shares) | shares	592
Granted | shares	154
Forfeited | shares	4
Outstanding at beginning of the period | shares	742
Options exercisable (shares) | shares	701
Weighted Average Grant Date Fair Value/Share
Weighted average grant date fair value, nonvested, equity instruments other than options, beginning of the period (in dollar per share) | $ / shares	$ 23.36
Weighted average grant date fair value, granted (in dollars per share) | $ / shares	43.46
Weighted average grant date fair value, forfeited (in dollars per share) | $ / shares	44.84
Weighted average grant date fair value, nonvested, equity instruments other than options, end of the period (in dollar per share) | $ / shares	27.42
Weighted average exercise price, options vested and expected to vest (in dollars per share) | $ / shares	$ 27.17

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Concentration of Credit Risk (Details)	Mar. 31, 2023 country
Risks and Uncertainties [Abstract]
Number of countries in which entity operates	9

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Commitments and Contingencies (Schedule of Letters of Credit and Surety Bonds) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Sep. 30, 2022
Other Commitments [Line Items]
Revolving credit capacity	$ 60,000		$ 60,000	$ 60,000
Remaining revolving credit capacity	52,584		52,584	50,683
Penalty amount		$ 8,500
Settlement provision		$ 8,500
Surety Bond
Other Commitments [Line Items]
Surety capacity	287,173		287,173	261,959
Surety issuances	179,187		179,187	134,037
Remaining surety available	$ 107,986		107,986	127,922
Minimum | Surety Bond
Other Commitments [Line Items]
Guarantee, commitments, period	12 months
Maximum | Surety Bond
Other Commitments [Line Items]
Guarantee, commitments, period	10 years
2021 Revolving Credit Facility, due April 2026
Other Commitments [Line Items]
Revolving credit capacity	$ 202,584		$ 202,584	189,683
Letter of Credit
Other Commitments [Line Items]
Debt maturity date			Mar. 20, 2030
Letter of Credit | 2021 Revolving Credit Facility, due April 2026
Other Commitments [Line Items]
Outstanding letters of credit	$ 7,416		$ 7,416	$ 9,317

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Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022
Payables and Accruals [Abstract]
Salaries, wages, and other benefits	$ 48,906	$ 83,618
Obligation under operating leases	16,082	14,932
Obligation under finance leases	13,502	12,875
Provisions for litigation	12,875	2,375
Deferred revenue	9,287	9,692
Third party commissions	10,001	10,341
Taxes, other than income	6,631	5,594
Insurance liabilities	3,192	3,456
Severance payments	963	658
Fair value of liability derivatives	681	1,511
Other	30,990	33,220
Accrued expenses and other liabilities	$ 153,110	$ 178,272
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses and other liabilities	Accrued expenses and other liabilities
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses and other liabilities

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Business Segments (Details)	3 Months Ended				6 Months Ended
	Mar. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2023 USD ($) segment	Mar. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment	2				2
Segment Reporting Information [Line Items]
Total revenue	$ 477,797,000		$ 426,728,000		$ 913,643,000	$ 792,996,000
Operating profit (loss)	23,457,000		19,572,000		46,689,000	33,860,000
Interest expense	(10,303,000)		(9,950,000)		(20,377,000)	(16,529,000)
Income before income taxes	13,154,000		9,622,000		26,312,000	17,331,000
Income tax (expense) benefit	(2,522,000)		(2,248,000)		(6,412,000)	(3,869,000)
Net income	10,632,000	$ 9,268,000	7,374,000	$ 6,088,000	19,900,000	13,462,000
Assets	2,209,570,000				2,209,570,000		$ 2,190,863,000
Integrated Solutions and Services
Segment Reporting Information [Line Items]
Revenue from product sales and services	328,899,000		294,840,000		634,325,000
Applied Product Technologies
Segment Reporting Information [Line Items]
Revenue from product sales and services	148,898,000		131,888,000		279,318,000
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenue from product sales and services	31,874,000		32,632,000		57,630,000	62,437,000
Intersegment Eliminations | Integrated Solutions and Services
Segment Reporting Information [Line Items]
Revenue from product sales and services	5,939,000		9,659,000		11,777,000	18,189,000
Intersegment Eliminations | Applied Product Technologies
Segment Reporting Information [Line Items]
Revenue from product sales and services	25,935,000		22,973,000		45,853,000	44,248,000
Operating Segments
Segment Reporting Information [Line Items]
Total revenue	509,671,000		459,360,000		971,273,000	855,433,000
Operating Segments | Integrated Solutions and Services
Segment Reporting Information [Line Items]
Total revenue	334,838,000		304,499,000		646,102,000	558,075,000
Revenue from product sales and services	328,899,000		294,840,000		634,325,000	539,886,000
Operating profit (loss)	43,127,000		38,105,000		85,835,000	73,405,000
Assets	1,088,689,000				1,088,689,000		1,123,166,000
Operating Segments | Applied Product Technologies
Segment Reporting Information [Line Items]
Total revenue	174,833,000		154,861,000		325,171,000	297,358,000
Revenue from product sales and services	148,898,000		131,888,000		279,318,000	253,110,000
Operating profit (loss)	28,564,000		22,993,000		49,579,000	40,820,000
Assets	669,179,000				669,179,000		653,244,000
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Operating profit (loss)	(48,234,000)		$ (41,526,000)		(88,725,000)	$ (80,365,000)
Assets	$ 451,702,000				$ 451,702,000		$ 414,453,000

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Numerator for basic and diluted earnings per common share—Net income attributable to Evoqua Water Technologies Corp.	$ 10,632	$ 7,330	$ 19,900	$ 13,317
Denominator:
Denominator for basic net income per common share—weighted average shares	122,212,000	120,942,000	122,028,000	120,785,000
Effect of dilutive securities:
Share‑based compensation	3,583,000	4,012,000	3,479,000	4,145,000
Denominator for diluted net income per common share—adjusted weighted average shares	125,795,000	124,954,000	125,507,000	124,930,000
Basic income per common share	$ 0.09	$ 0.06	$ 0.16	$ 0.11
Diluted income per common share	$ 0.08	$ 0.06	$ 0.16	$ 0.11
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (shares)	272,000	606,000	493,000	465,000