Xylem Inc. — Director's Dealing 2011

Nov 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2011-11-01

Reporting Person: LORANGER STEVEN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	A	166779	$0.00	Acquired	232042	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Stock Option (Right to Buy)	$25.53	A	199120	Acquired	2012-03-08	Common Stock (199120)	Direct
2011-11-01	Stock Option (Right to Buy)	$29.57	A	83612	Acquired	2013-03-06	Common Stock (83612)	Direct
2011-11-01	Stock Option (Right to Buy)	$32.56	A	89235	Acquired	2014-03-07	Common Stock (89235)	Direct
2011-11-01	Stock Option (Right to Buy)	$23.31	A	250000	Acquired	2012-10-31	Common Stock (250000)	Direct
2011-11-01	Stock Option (Right to Buy)	$29.81	A	100000	Acquired	2015-03-10	Common Stock (100000)	Direct
2011-11-01	Stock Option (Right to Buy)	$18.63	A	165690	Acquired	2016-03-05	Common Stock (165690)	Direct
2011-11-01	Stock Option (Right to Buy)	$30.03	A	132265	Acquired	2018-10-31	Common Stock (132265)	Direct
2011-11-01	Stock Option (Right to Buy)	$32.38	A	115247	Acquired	2018-10-31	Common Stock (115247)	Direct
2011-11-01	Phantom Stock	$	A	20	Acquired		Common Stock (20)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50551	Indirect
Common Stock	311	Indirect

Footnotes

F1: As of November 1, 2011.

F2: These options are fully vested and exercisable.

F3: Each share of phantom stock represents the right to receive the cash value of 1 share of Xylem Inc. common stock.

F4: Credited shares of phantom stock are payable in cash following the director's termination of service on the board of directors or a date selected by the director.