Xylem Inc. — Director's Dealing 2012

Dec 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-12-19

Reporting Person: CRAWFORD CURTIS J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-19	Common Stock	M	2420	$17.353	Acquired	46974	Direct
2012-12-19	Common Stock	S	2420	$27.5754	Disposed	44554	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-19	Stock Option (Right to Buy)	$17.353	M	2420	Disposed	2013-01-04	Common Stock (2420)	Direct

Footnotes

F1: This price represents the approximate weighted average price per share of common stock of Xylem Inc. (the "Issuer"), of sales that were executed at prices ranging from $27.5709 to $27.58 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: These options are fully vested and exercisable.