Let's
Solve
Water
Let's Solve Water's an inspirational call to action for the 12,500 global employees at Xylem. It's also an invitation to like-minded partners around the world to join us in developing solutions to one of the world's most urgent issues - the need for clean, safe water and sanitation. We have the resources, reach and expertise to be a leader in this vital pursuit, and are committed to helping our customers, suppliers and industry associates take on - and tackle - one of the most pressing challenges of the 21st century.


Board of Directors

Victoria D. Harker
Chief Financial Officer and President of Global Business Services AES Corporation
Sten E. Jakobsson
Former President and Chief Executive Officer ABB AB
Curtis J. Crawford, Ph.D.
President and Chief Executive Officer XCEO, Inc.
Steven R. Loranger
Chairman Emeritus Former Chairman, President and Chief Executive Officer, ITT Corporation
Gretchen W. McClain
President and Chief Executive Officer Xylem Inc.
Markos I. Tambakeras
Chairman Former Chairman, President and Chief Executive Officer,
Kennametal, Inc.
John J. Hamre, Ph.D.
President and Chief Executive Officer Center for Strategic & International Studies
Surya N. Mohapatra, Ph.D.
Chairman and Chief Executive Officer, Quest Diagnostics Incorporated
Edward J. Ludwig
Chairman and Former Chief Executive Officer, Becton, Dickinson and Company

Executive Leadership

Gretchen W. McClain
President and Chief Executive Officer
Angela A. Buonocore
Senior Vice President and Chief Communications Officer
Frank R. Jimenez
Senior Vice President, General Counsel and Corporate Secretary
Michael L. Kuchenbrod
Senior Vice President and President, Water Solutions
Christopher R. McIntire
Senior Vice President and President, Analytics
Robyn T. Mingle
Senior Vice President and Chief Human Resources Officer
Kenneth Napolitano
Senior Vice President and President, Residential & Commercial Water
Colin R. Sabol
Senior Vice President and Chief Strategy & Growth Officer
Michael T. Speetzen
Senior Vice President and Chief Financial Officer
Robert E. Wolpert
Senior Vice President and President, Flow Control & China/ India

can't be taken for granted. We provide products that give us water today, and we're creating solutions and forming alliances to enhance the sustainability of safe, clean water. Our goal is to ensure that the world will have the water it needs the next day... and every day after that.
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When it comes to water, the math is uncomplicated - and unnerving.

The volume of fresh water available for drinking and other uses on our planet will stay the same forever. But the global population this water must serve and the ever-rising per capita demand for water are placing significant strain on this finite, precious resource.

The crisis point has already arrived in some parts of the world, and is fast approaching in many others. The situation is made more urgent by unsustainable consumption habits, pollution and aging infrastructure that allows clean water to leak out of the system at rates that in some areas exceed 30 percent. It's becoming increasingly clear that to avoid full-scale crisis, we need sustainable solutions that ensure an ongoing supply of water. We believe all communities deserve sustainable access to clean water in order to grow and prosper.

At Xylem, we are energized by our central role in creating a sustainable water future. Our products are part of the solution, and further, we understand that the issues our world faces can only be addressed through technology and behavior change.

This is where innovation, partnerships, education, citizenship and courage come into play.

Innovation.

We have to develop "new" sources of water. This means developing and

deploying water reuse technologies and practices, including closed-loop wastewater reclamation systems and desalination systems where they make sense. We offer those technologies - and use them. At our own pump production facility in Nanjing, China, we designed a water re-use system that transports, treats and recycles all 5,000 gallons of water and wastewater running through the plant each day. We can do more, and we're urging others to join us.

Partnerships.

Water is too big an issue to be solved alone. There's a need for public- private partnerships, with collaboration between businesses, non-governmental organizations and government agencies. Xylem has long-standing partnerships with many such groups, including the World Business Council for Sustainable Development and Singapore's Public Utilities Board, to name a few. And in the past year, we established a Water Advisory Board. This group of experts from across the industry brings new ideas and insights into our planning process and helps us enhance existing connections and build new ones around the world.

Education.

Xylem is a global sponsor of the Stockholm Junior Water Prize, which promotes innovation in water science research and education. By supporting this competition for outstanding high school students in more than 30 countries, we are creating a sustainable pool of water experts who

will contribute new ideas for years to come. We also share knowledge within the water industry. For example, our own Little Red Schoolhouse in Morton Grove, Illinois has trained tens of thousands of building designers, contractors and other professionals from around the world on efficient and effective water use in building services applications. The program was recently approved by the Green Building Certification Institute (GBCI) as a provider of continuing education for LEED professionals.

Citizenship.

Our corporate social investment program, Xylem Watermark, delivers safe water supplies to schools and communities in need, as well as disaster areas around the globe. In 2011, we made a three-year $10.5 million commitment to Xylem Watermark with the goal of reaching one million more people, in addition to the 500,000 who have already been helped since the program's launch in 2008. Xylem employees are engaged in the program, volunteering for trips to help build sustainable water systems in drought-stricken areas, erecting clean water towers for schools and communities, and organizing fundraisers to help Xylem Watermark and its partners support relief efforts. Employees' monetary gifts are matched by Xylem, further expanding our impact.

Courage.

The technology to solve most of the world's water challenges exists today. What's needed is a broader awareness that water has value, and recognition that maintaining access to safe water is a shared responsibility. Governments can enact legislation to protect water from pollution at its source and to enable building and investing in efficient water systems. Industry and citizens can more
rapidly adopt current efficient technologies, promote the efficient use of water, and be willing to pay a fair price for it. Xylem plays an active role in worldwide discussions on these issues, and will continue to be a strong voice for smart use and reuse of water everywhere.
There are no easy answers to water challenges, but there are answers. At Xylem, we're willing to put in the hard work and build the bridges
needed to tackle the tough issues in front of us. We're a water technology company at the leading edge of the world's next big challenge. This is our area of expertise, and we invite the world to join us at this critical moment.

Let's Solve Water.


Litte Red Schoolhouse

build bridges and relationships. At Xylem, we work closely with our colleagues and customers around the globe and with water researchers, water advocates and even other water companies - because answers to an issue this big will only come if we confront it together.

Shareowners Letter

Dear Shareowners,

When it comes to solving water, there's strength - and hope - in numbers.

The issues surrounding our planet's water supplies are intensifying so fast that they can no longer be ignored. This is actually a positive development, because for too long, it's been easy for large segments of the world's population with ready access to water to take this resource for granted.

But now population growth, rapid urbanization, droughts, poor water quality and an aging water infrastructure affect everyone. Because water is a finite resource, we are all linked to the issues surrounding it. Finally, it seems the world as a whole is recognizing the significant challenges that lie just in front of us and saying - with one loud voice - Let's Solve Water.

This past year, Xylem came into existence prepared to answer that call for action. With more than a century of experience and broad applications expertise in transporting, treating and testing water, and doing business in more than 150 countries, we are in an excellent position to marshal our many resources and reach out to others to find solutions to the world's most challenging water issues.

We believe that water is the challenge that will define the 21st century. This vital resource plays a central role in the physical, social and economic health of our global society, and has a critical place in the life of every person on this planet. We need to enable the delivery of the right quality of water - wherever and whenever it is required.

We need to use it more efficiently, treat it more intelligently and find ways to reuse it more often. Smarter approaches can save water, energy, labor costs and time.

These urgent needs also make our work at Xylem very exciting and meaningful, and make water the field to be in for people and businesses seeking to make a difference.

On October 31, 2011, Xylem stepped forward into this space - and out from beneath the ITT Corporation umbrella. Our stock began trading on the New York Stock Exchange, and we were added to the Standard & Poor's 500 Index. As a $3.8 billion pure-play water company with 12,500 global employees, we're here to bring the best minds together, to reach out across real and perceived boundaries, to attain strength in numbers and to address the world's water needs. We're here to take our place as a leading resource and voice for water solutions across

the entire water cycle. When we say, "Let's Solve Water," our efforts don't begin and end inside the walls of Xylem.

A strong portfolio, a commitment to partnerships Our proven and innovative technologies help customers around the globe transport, treat, test and efficiently use and reuse our world's most precious resource. We have a large installed base of equipment around the globe, well-known and respected product brands and services, and a distribution network unrivaled in the industry. And with our deep applications expertise - the know-how needed to solve customers' unique problems - we can see the big picture, and have the people and the tools to bring the best solutions to our customers.

We're a central player in water, wastewater and fluid technology, but not the only player. By forging partnerships with our customers, industry associations, other thought leaders, non-governmental organizations and - where appropriate - our competitors, Xylem is showing that collaboration, systems solutions and open minds can offer a way forward.

2011 results and highlights

In our quest to solve water, we started from a position of financial strength.

In 2011, Xylem reached $3.8 billion in revenue and $358 million in adjusted net income, excluding one-time separation costs and other special items. This represents an increase of 19 percent and 25 percent, respectively, when compared with our performance as part of ITT the year before. Adjusted operating margins grew 60 basis points to 12.7 percent, and we generated free cash flow of $388 million. These results set the stage for future growth.

• Our orders this year were also up 19 percent to $3.8 billion. The increase was propelled by our recent acquisitions in areas such as dewatering and analytical instrumentation, organic growth investments focused on providing energy-efficient solutions to our customers, and growth from emerging market regions.

• We continued to execute our strategy to build strong growth platforms in analytical instrumentation and dewatering. In 2011, we acquired YSI Incorporated - a global provider of analytical instruments for environmental water monitoring and a great complement to our Nova Analytics acquisition of the year before.


We also continued investing in our 2010 acquisition of Godwin Pumps by moving forward with plant expansions to meet the growing demand for dewatering pumps.

• We maintained our commitment to innovation, with a number of new products focused on energy efficiency, a critical element in helping our customers commit to systems that deliver more efficient use and reuse of water.

• We expanded our presence in emerging markets. In India - as part of a three-year, $22 million investment in the country - we began construction of a new manufacturing facility and engineering center to increase production of pumps for the booming building services market and to provide testing for irrigation pumps for Indian customers. Similar projects helped us achieve double-digit revenue growth in 2011 in Asia, Latin America, the Middle East and Africa.

• We entered into a first-ever partnership with General Electric (GE) to distribute its line of ZeeWeed™ advanced membrane technologies in selected global markets. We provide customers a product that completes our technology portfolio for the water and wastewater segment, and GE enjoys access to our unrivaled sales footprint and service know-how.

• Our pumps and systems provided the power and flow at the beautiful 9-11 memorial park in New York City. Nearly every one of the hundreds of heat exchangers, below-ground storm, sump, and wastewater pumps in Towers One, Two, Three and Four, and the World Trade Center transportation hub are also made by Xylem.

The Xylem spirit

Our 2011 accomplishments would have been impressive in a normal year. The fact that our people enabled this performance while preparing for and launching a new company was frankly amazing... but not surprising.

Xylem's people are everywhere around the world and speak many languages. They are familiar with local water issues and know they can draw on Xylem's resources as a global water leader. They understand and appreciate a disciplined approach to deliver value to shareowners through strong financial performance. They make the world more livable through sustainable water solutions. Our sales representative in the Middle East... our machine operator in Europe... our engineer in Asia... our business development administrator in America all possess the same passion and pride for our work in water.

Xylem employees throw themselves fully into every project because they grasp the magnitude of the water challenge - and welcome the chance to tackle it.

So, too, does the Xylem leadership team and our Board of Directors. Like our company leaders, each of our Board members brings a deep level of industry expertise to our new company, and they share a commitment to solving higher-order water issues with systems solutions and partnerships.

Some were instrumental in orchestrating our spin-off as members of the ITT Board of Directors, and others joined the Xylem Board at spin-off. But all were highly instrumental in ensuring we began existence as an independent company in a strong position and were ready to go from Day One.

When we look back at 2011, we will remember it as a critical starting point, not just for our new company, but for the newfound commitment - surfacing everywhere -




to three powerful words: Let's Solve Water. That's what we are all about at Xylem. We began by facing the challenges head-on and looking to our Xylem colleagues, our external partners and our fellow thought leaders for solutions that best fit the challenge. Looking at 2012 and beyond, we see exciting opportunities to create value and make an impact.

The issues confronting our planet around water are many, and they're complex. No one government, non-profit group or company can solve them all. But by working together, over time, we can - and we will.

The people of Xylem are excited about the challenge. We invite you to join us.

Let's Solve Water!

Gretchen W. McClain
President and
Chief Executive Officer


Markos I. Tambakeras
Chairman

When it comes to water, there are many interwoven issues to be considered, from energy efficiency to urbanization. With our broad applications expertise and focus on innovations, Xylem sees the big picture and develops next-generation products that transport, treat and
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Water matters much more than the cool drink or hot shower we often take for granted.

It enables our very way of life - from basic sanitation and health to the production of our food, the operation of every factory and even our recreation. Much of the world's electricity is used to move water from its source to your tap, remove it after you use it, and clean it so that it can be returned safely to the environment.

Take away water, degrade its quality so that it's not usable or make it prohibitively expensive to treat and reuse, and life as we know it quickly changes.

At Xylem, we have more than a century of experience and broad applications expertise in moving, treating and testing water to ensure it is available for generations to come. We are helping our customers to deliver water without wasting energy, adhere to stricter environmental regulations, improve water infrastructure, and raise awareness of the urgency for smart water use and reuse.

Xylem and our many market-leading product brands are known for innovation and reliability. Our people offer deep industry knowledge and new ways of thinking about how we can meet many of the world's most critical water needs.

Water Infrastructure

The Xylem businesses in our Water Infrastructure segment help customers collect water from a source, treat it, test it and distribute it to users. When it becomes wastewater, our equipment collects and moves it to the treatment plant, where our solutions filter, disinfect, and renew it before it is returned to the environment.

In 2011, Xylem provided a number of new solutions for customers on the Water Infrastructure side of the water cycle.

• Our Flygt Experior pump solutions for wastewater customers combine state-ofthe- art hydraulics, premium efficiency motors and intelligent controls into a single system that offers up to 50 percent energy savings compared to conventional pumps.

• Our newest acquisition, YSI Incorporated, allows us to offer customers more leading edge sensors, instruments and software for environmental water monitoring.

• Our Flygt Ready dewatering pumps now feature a removable top and replaceable components for easier servicing - and longer life.

• Our Godwin NC series of portable dewatering pumps includes Xylem's patented non-clogging technology to offer maximum uptime and effectiveness.

• Our WEDECO Spektron ultraviolet light disinfection units now include new lamps and power controls that enable plants to use 20 percent less energy for disinfecting drinking water.

Applied Water

The businesses in our Applied Water segment focus on how people use water in their daily lives. We create breakthrough technologies to enhance their experience in offices, homes, factories and farms. In 2011, we also made important advances for customers on this side of the water cycle.

• For building services customers, we continued to enhance our energy-efficient offerings, such as adding smart controls to our eSV multistage booster pump to provide best-in-class efficiency and up to 50 percent energy savings.

• For homeowners and boat owners, our new AquaCharge is a revolution in portable, rechargeable water pumping design - and winner of Popular Mechanics magazine's Editor's Choice award.

• For HVAC professionals, we introduced a mobile app that allows them to calculate flow rates and pressure drops in piping systems from their iPhone® or iPad®*, giving them the same functionality out in the field as they enjoy at their home or workplace.


• For beverage customers, our diaphragm pumps already serve more than 2 billion drinks a year from fountain drink dispensers. Now, our newest pump stands up better to corrosive syrups and lasts 25 percent longer than previous technologies.

Our solutions are most often unique to each situation. As a global company, we tap into the talent of our local engineers and product developers to design or adapt technologies to meet the specific needs of customers in their area. We're building on the strength of engineering centers of excellence in North America and Europe to expand our product offering in emerging markets and bring us closer to those customers.

No matter where you go in the world, Xylem is there - treating water to make it potable, transporting it to where it is needed, ensuring it is used in the most efficient manner, testing and analyzing its qualities, and cleaning it after its many uses. In short, Xylem is there to help customers - and the world - meet their water needs.

We expanded our Analytics business and capabilities
through the acquisition of YSI Incorporated.

Xylem Global Headquarters:
1133 Westchester Avenue
Suite N200
White Plains, NY 10604
T: +1.914.323.5700
F: +1.914.323.5800
www.xyleminc.com

Transfer Agent and Registrar for Common Stock:
Computershare Trust Company, N.A.
United States and Canada: +1.866.416.8481
International Inquiries: +1.201.680.6578
Hearing Impaired (TDD): +1.800.231.5469

Address shareholder inquiries to:
Computershare
P.O. Box 358035
Pittsburgh, PA 15252-8035

2012 Annual Meeting:
Thursday, May 10, 2012
Doral Arrowwood
975 Anderson Hill Road
Rye Brook, NY 10573

Independent Public Accountant:
Deloitte & Touche LLP
Stamford Harbor Park
333 Ludlow Street
Stamford, CT 06902
+1.203.708.4000
Investor Relations:
Phil De Sousa
+1.914.323.5930
phil.desousa@xyleminc.com

Janice Tedesco
+1.914.323.5931
janice.tedesco@xyleminc.com

10-K Form Link

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