Xylem Inc. — Director's Dealing 2013

Mar 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2013-03-05

Reporting Person: Kuchenbrod Michael (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-05	Common Stock	M	3959	—	Acquired	32015	Direct
2013-03-05	Common Stock	D	3959	$28.09	Disposed	28056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-05	Restricted Stock Unit	$	M	3959	Disposed		Common Stock (0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6084.4244	Indirect

Footnotes

F1: Reflects the cash-settlement of restricted stock units granted on March 5, 2010 under the ITT Corp 2003 Equity 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: 3,959 RSUs vested on March 5, 2013.