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: Napolitano Kenneth (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	F	947	$27.10	Disposed	46750	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1314.2232	Indirect

Footnotes

F1: Reflects the withholding of shares of Common Stock to pay the tax liability incident to the vesting of restricted stock units awarded 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: As of December 31, 2012