SecProbe.io

July 23, 2024
Matthew F. Pine
President & Chief Executive Officer
Xylem Inc.
301 Water Street SE
Washington, DC 20003
Re:Xylem Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-35229
Dear Matthew F. Pine:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Key Performance Indicators and Non-GAAP Measures, page 40
1.We note your adjustment for “tax-related special items” includes adjustments related to
tax return versus tax provision, tax exam impacts, tax law change impacts, excess tax
benefits/losses and other discrete tax adjustments. Please provide us with a breakdown of
each item included in this adjustment along with additional information regarding the
nature of such amounts and why they are included in your non-GAAP measures of
adjusted net income and adjusted earnings per share. Also, clarify how this adjustment
reflects current and deferred income tax expenses commensurate with your non-GAAP
measure of profitability. Refer to Item 102.11 of the non-GAAP C&DIs.
2.We note your measure of free cash flow includes an adjustment for cash paid in excess of
tax provision for R&D law adoption change. Please tell us how you considered the
guidance in Item 10(e)(1)(ii)(A) of Regulation S-K, which prohibits excluding charges
that will require cash settlement from a non-GAAP liquidity measure, or remove from
future filings.

July 23, 2024
Page 2
Executive Summary, page 42
3.We note you provide a discussion of consolidated adjusted EBITDA on page 48 without
a similar discussion of the comparable GAAP measure of net income. We also note, you
discuss the percentage change in free cash flow and the basis point change in adjusted
operating margin in your executive summary, without providing a similar discussion for
the comparable GAAP measures net cash provided by operating activities and operating
income. Please revise to present all GAAP measures and discussions of such measures
with equal or greater prominence to the non-GAAP measures. Refer to Question 102.10
of the non-GAAP C&DIs.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Megan Akst at 202-551-3407 or Kathleen Collins at 202-551-3499 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Kelly O'Shea