Xylem Inc. — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-12-31

Reporting Person: Kuchenbrod Michael (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	M	1687	—	Acquired	21040	Direct
2012-12-31	Common Stock	D	1687	$27.10	Disposed	19353	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Employee Stock Option (Right to Buy)	$	M	1687	Disposed		Common Stock (1687)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6084.4244	Indirect

Footnotes

F1: Reflects the cash-settlement of restricted stock units granted on November 7, 2011 under the Xylem 2011 Omnibus Incentive Plan. Equity awards previously granted by ITT Corporation were converted into restricted stock units of Xylem Inc. in connection with the spin-off of Xylem Inc. from ITT Corporation on October 31, 2011.

F2: Each restricted stock unit ("RSU") represents the right to receive the cash value of one share of Xylem Inc. common stock

F3: As of December 31, 2012

F4: 1,687 RSUs vested on December 31, 2012 and 3,133 RSUs will vest on December 31, 2013