Xylem Inc. — Director's Dealing 2013

Nov 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2013-10-31

Reporting Person: Napolitano Kenneth (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-31	Common Stock	M	9975	$21.0302	Acquired	63211	Direct
2013-10-31	Common Stock	S	9975	$33.3939	Disposed	53236	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-31	Employee Stock Options (Right to Buy)	$21.0302	M	9975	Disposed	2014-02-02	Common Stock (9975)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3195.455	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 $33.3901 to $33.3948 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 October 31, 2013.

F3: These options are fully vested and exercisable.