Xylem Inc. — Director's Dealing 2012

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-05-01

Reporting Person: LORANGER STEVEN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock	F	72246	$27.95	Disposed	147701	Direct
2012-05-01	Common Stock	X	7.86	$27.66	Acquired	147708.86	Direct
2012-05-01	Common Stock	J	7.86	$27.66	Disposed	147701	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Phantom Stock	$	X	7.86	Disposed		Common Stock (7.86)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14973	Indirect
Common Stock	50551	Indirect
Common Stock	304.65	Indirect

Footnotes

F1: Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of stock-settled restricted stock units.

F2: Reflects the average of the high and low trading prices on the date of settlement.

F3: The total amount of securities beneficially owned following the reported transactions includes dividend equivalent rights accrued in transactions that were exempt from reporting under the Securities Exchange Act of 1934.

F4: Reflects the cash settlement of phantom stock.

F5: Reflects the closing price on the date of settlement.

F6: These shares, which were previously reported as directly held, were transfered to the Steven R. Loranger Revocable Trust in a transaction exempt from reporting under Rule 16a-13.

F7: As of April 30, 2012.

F8: Each share of phantom stock represents the right to receive the cash value of one share of Xylem Inc. common stock.

F9: 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.