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: 2012-01-03

Reporting Person: LORANGER STEVEN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock	A	545	$25.14	Acquired	234417	Direct
2012-02-09	Common Stock	M	99120	$25.5271	Acquired	333537	Direct
2012-02-09	Common Stock	S	99120	$26.2892	Disposed	234417	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-05	Stock Option (Right to Buy)	$25.5271	M	99120	Disposed	2012-03-08	Common Stock (99120)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50551	Indirect
Common Stock	305.18	Indirect

Footnotes

F1: Represents dividend equivalent rights accrued on restricted stock units which settle on the same terms as the restricted stock units to which they relate.

F2: 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 $26.18 to $26.34 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.

F3: Equivalent share balance as of March 5, 2012.

F4: These options are fully vested and exercisable.