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United States securities and exchange commission logo
July 28, 2023
Patrick Decker
Chief Executive Officer
Xylem Inc.
301 Water Street SE
Washington, DC 20003
Re: Xylem Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 3, 2023
File No. 001-35229
Dear Patrick Decker:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments. Please respond to these comments by
confirming that you
will revise your future proxy disclosures in accordance with the topics
discussed below.
Definitive Proxy Statement on Schedule 14A filed April 3, 2023
Pay versus Performance, page 65
1. We note that you have
included Revenue as your Company-Selected Measure pursuant to
Regulation S-K Item
402(v)(2)(vi). Please include your Company-Selected Measure in the
Tabular List provided
pursuant to Regulation S-K Item 402(v)(6).
2. Refer to the
reconciliation tables in the footnotes to your pay versus performance table. It
is unclear what amounts
are reflected in the rows titled "Plus (less), year over year change
in fair value of equity
awards granted in prior years that vested in the year." Specifically,
equity awards granted
in prior years that vest during the relevant year should be valued as
the difference between
the fair value as of the end of the prior fiscal year and the vesting
date, not the "year
over year" change in value. Please ensure that your table headings
reflect accurately the
amounts used to calculate compensation actually paid. Refer to Item
402(v)(2)(C)(iv) of
Regulation S-K.
Patrick Decker
FirstName
Xylem Inc.LastNamePatrick Decker
Comapany
July NameXylem Inc.
28, 2023
July 28,
Page 2 2023 Page 2
FirstName LastName
Please contact Jane Park at 202-551-7439 or Amanda Ravitz at
202-551-3412 with any
questions.
Sincerely,
Division of Corporation
Finance
Disclosure Review
Program