Xylem Inc. — Director's Dealing 2012

Feb 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-02-08

Reporting Person: CRAWFORD CURTIS J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-08	Common Stock	M	2140	$25.5271	Acquired	43251	Direct
2012-02-08	Common Stock	M	3560	$19.3965	Acquired	46811	Direct
2012-02-08	Common Stock	S	5700	$27.2359	Disposed	41111	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-08	Stock Option (Right to Buy)	$25.5271	M	2140	Disposed	2012-03-08	Common Stock (2140)	Direct
2012-02-08	Stock Option (Right to Buy)	$19.3965	M	3560	Disposed	2012-05-07	Common Stock (3560)	Direct

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 $27.23 to $27.2437 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.