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: LUDWIG EDWARD J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Phantom Stock	$	A	7.37	Acquired		Common Stock (7.37)	Direct

Footnotes

F1: Each share of phantom stock represents the right to receive the cash value of one share of Xylem Inc. common stock.

F2: Represents dividend equivalent rights accrued on phantom stock which vest on the same terms as the phantom stock to which they relate.

F3: Credited shares of phantom stock are payable in cash following the director's termination of service on the board of directors or a date selected by the director.