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