Xylem Inc. Prices $1.5 Billion Multi-Tranche Senior Notes Offering to Fund Indicor Acquisition

Offering Overview

On September 17, 2026, Xylem Inc. filed a prospectus supplement pursuant to Rule 424(b)(5) under Registration No. 333-297937, covering the issuance and sale of $1,500,000,000 aggregate principal amount of senior notes across three tranches:

1. $500,000,000 5.250% Senior Notes due 2029

   • Maturity Date: September 28, 2029
   • Public Offering Price: 99.959% of face value ($499,795,000 total)
   • Underwriting Discount: 0.450% ($2,250,000)
   • Net Proceeds Before Expenses: $497,545,000 (99.509%)
   • Interest Dates: Semi-annually on March 28 and September 28, beginning March 28, 2027

2. $500,000,000 5.450% Senior Notes due 2032

   • Maturity Date: January 15, 2032
   • Public Offering Price: 99.841% of face value ($499,205,000 total)
   • Underwriting Discount: 0.600% ($3,000,000)
   • Net Proceeds Before Expenses: $496,205,000 (99.241%)
   • Interest Dates: Semi-annually on January 15 and July 15, beginning January 15, 2027

3. $500,000,000 5.850% Senior Notes due 2037

   • Maturity Date: January 15, 2037
   • Public Offering Price: 99.918% of face value ($499,590,000 total)
   • Underwriting Discount: 0.650% ($3,250,000)
   • Net Proceeds Before Expenses: $496,340,000 (99.268%)
   • Interest Dates: Semi-annually on January 15 and July 15, beginning January 15, 2027

Total Gross Proceeds: $1,498,590,000
Total Underwriting Discount: $8,500,000
Total Net Proceeds (Before Expenses): $1,490,090,000

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Use of Proceeds and Indicor M&A Context

• Target Businesses: Cornell Pump and Roper Pump businesses.
• Seller: Indicor, LLC.
• Purchase Price: Approximately $1.46 billion in cash, subject to customary adjustments.
• Bridge Facility Replacement: Xylem previously obtained commitments for a $1.5 billion 364-day senior unsecured bridge term loan facility. Proceeds from this bond issuance, together with cash on hand, will permanently finance the transaction and avoid drawing on the bridge facility.
• Closing Timeline: Anticipated in Q4 2026, subject to customary closing conditions and regulatory approvals.

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Key Structural Terms & Covenants

• Ranking: Direct, senior unsecured obligations ranking equally with all existing and future unsecured and unsubordinated indebtedness of Xylem Inc.
• Special Mandatory Redemption (SMR): If the acquisition is not consummated on or prior to the Special Mandatory Redemption End Date (the later of August 10, 2027, and any contractually amended termination date under the EPA), or if the EPA is terminated, Xylem will be required to redeem all notes at 101% of principal plus accrued interest.
• No Escrow: Proceeds are not held in escrow pending transaction closing.
• Change of Control: Standard Change of Control Triggering Event repurchase put at 101% plus accrued and unpaid interest.
• Underwriters: Citigroup, ING, and J.P. Morgan served as active joint book-running managers, alongside BNP Paribas and Wells Fargo Securities.