Xylem Inc. — Director's Dealing 2012

Mar 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-03-07

Reporting Person: Napolitano Kenneth (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-07	Common Stock	M	8906	$25.5271	Acquired	56603	Direct
2012-03-07	Common Stock	S	8906	$26.1909	Disposed	47697	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-07	Employee Stock Option (Right to Buy)	$25.5271	M	8906	Disposed	2012-03-08	Common Stock (8906)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1295.8957	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 26.1900 to 26.1937 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 February 29, 2012.

F3: These options are fully vested and exercisable.