Xylem Inc. — Director's Dealing 2012

Mar 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-03-05

Reporting Person: Napolitano Kenneth (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	F	2187	$26.37	Disposed	47697	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1295.8957	Indirect

Footnotes

F1: Reflects the withholding of shares of Common Stock to pay the tax liability incident to the vesting of shares of restricted stock granted on March 5, 2009 under the ITT Corporation 2003 Equity Incentive Plan. Equity awards formerly granted by ITT Corporation were converted into equity awards of Xylem Inc. in connection with the spin-off of Xylem Inc. from ITT Corporation on October 31, 2011.

F2: As of February 29, 2012.