Xylem Inc. — Director's Dealing 2012

Feb 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-01-03

Reporting Person: LORANGER STEVEN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-09	Common Stock	M	100000	$25.5271	Acquired	333872	Direct
2012-02-09	Common Stock	S	100000	$27.0943	Disposed	233872	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Phantom Stock	$	J	0.157	Acquired		Common Stock (0.157)	Direct
2012-02-09	Stock Option (Right to Buy)	$25.5271	M	100000	Disposed	2012-03-08	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50551	Indirect
Common Stock	303.86	Indirect

Footnotes

F1: This price represents the approximate weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"), of sales that were executed at prices ranging from $27.07 to $27.16 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: Equivalent share balance as of February 10, 2012.

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

F4: Represents dividend equivalent rights accrued on phantom stock which vest on the same terms as the phantom stock to which they relate.

F5: Credited shares of phantom stock are payable in cash pursuant to the Resignation Agreement, dated as of October 14, 2011, by and between Mr. Loranger and ITT Corporation.

F6: These options are fully vested and exercisable.