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: LUDWIG EDWARD J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Phantom Stock	$	A	1831	Acquired		Common Stock (1831)	Direct

Footnotes

F1: Each share of phantom stock represents the right to receive the cash value of one share of Xylem Inc. common stock.

F2: Mr. Ludwig elected to defer his retainer fee of $50,000 for service as a director into shares of phantom stock.

F3: Credited shares of phantom stock are payable in cash following the director's termination of service on the board of directors.