Xylem Inc. — Director's Dealing 2011

Dec 21, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2011-12-20

Reporting Person: Kuchenbrod Michael (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-20	Common Stock	M	21731	$14.2148	Acquired	38935	Direct
2011-12-20	Common Stock	S	21731	$24.1199	Disposed	17204	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-20	Employee Stock Option (Right to Buy)	$14.2148	M	21731	Disposed	2012-01-04	Common Stock (21731)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14391	Indirect

Footnotes

F1: This price represents the approximate weighted average price per share of common stock of Xylem Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $24.10 to $24.18 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F2: As of December 20, 2011.

F3: These options are fully vested and exercisable.