Xylem Inc

As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following table and related information for compliance purposes. Neither the LDCC nor the executives of our Company directly use the information in this table or the related disclosures when making compensation decisions. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section above.

For purposes of this Pay versus Performance section, all references to “compensation actually paid” mean such amount as computed in accordance with Item 402(v) of Regulation S-K, which is different from pay amounts discussed in the Compensation Discussion and Analysis section and elsewhere in this proxy statement.

Pay Versus Performance Table:

(1)

The dollar amounts reported in column (b) are the amounts reported for Mr. Decker (the Company’s CEO) for each of the corresponding years in the “Total” column of the “Summary Compensation Table (SCT).”

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Decker, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Decker. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the SCT for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718.

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Decker) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2023, Mr. Grogan, Mr. Pine, Mr. Yarkadas, Mr. Cerwinka, and Ms. Rowland (ii) for 2022, Ms. Rowland, Ms. Capers, Mr. Yarkadas, and Mr. Pine; (iii) for 2021, Ms. Rowland, Mr. Colin Sabol, Mr. Pine, and Mr. Yarkadas; and (iv) for 2020, Ms. Rowland, Mr. Pine, Mr. Sabol, Mr. Yarkadas, and E. Mark Rajkowski (former CFO).

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Decker), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the “Summary Compensation Table” for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718.

(5)

Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019.

(6)

The peer group used for this purpose is the S&P 500 Industrials Index.

(7)

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(8)

The dollar amounts reported represent the amount of revenue reflected in the Company’s audited financial statements for the applicable year.

(9)

Due to an administrative error in the valuation of Mr. Pine’s option grant in the 2022 Proxy disclosure, these numbers have been recalculated to reflect the correct amount.

Description of Certain Relationships between Information Presented in the Pay versus Performance Table

As described in more detail in the “Compensation Discussion and Analysis” section, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, only one of those Company measures is presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid, Cumulative TSR and Peer Group TSR

Compensation Actually Paid and Net Income

Compensation Actually Paid and Revenue

(*) Due to an administrative error in the valuation of Mr. Pine’s option grant in the 2022 Proxy disclosure, these numbers have been recalculated to reflect the correct amount.

Additional Financial Performance Measures

As described in greater detail in the “Compensation Discussion and Analysis” section, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important additional financial and non-financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

• This goal, which is not a quota, uses merit-based hiring, promotions and diverse candidate slates to attract and retain the most qualified candidates.