Xylem Secures $1 Billion in Senior Notes, Boosting Long‑Term Liquidity

Deal structure and pricing Xylem will sell the notes under a Base Indenture dated March 11 2016, supplemented by first and fifth supplemental indentures. The securities will be delivered as global notes through the Depository Trust Company (DTC). Underwriters will purchase the 2033 notes at 99.183% of principal and the 2036 notes at 99.327% of principal, each plus accrued interest from May 29 2026 to the closing time of 10:00 a.m. New York time at Davis Polk & Wardwell LLP. Settlement is slated for no later than the fifth business day after closing, with payment in immediately available funds.

Regulatory backdrop The offering is made pursuant to Xylem’s automatic shelf registration statement on Form S‑3 (File No. 333‑273653), effective under Rule 462(e). All prospectus supplements and free‑writing prospectus annexes are incorporated by reference, and the company has warranted the accuracy of the preliminary prospectus and any time‑of‑sale information. No additional regulatory approvals beyond standard SEC clearance are required, and the underwriters act solely as arm‑length counterparties, not as advisors.

Strategic rationale Management framed the $1 billion raise as a means to “enhance financial flexibility” for general corporate purposes, refinance existing debt, and fund growth projects across its water‑infrastructure portfolio. By locking in rates below current market averages for comparable maturities, Xylem positions itself to meet capital‑intensive expansion plans while preserving cash flow.

Market reaction Xylem’s shares were trading at $109.56, up 0.28% on the day, reflecting modest investor approval. The stock’s relative strength index of 37 and its position near the low end of its 52‑week range suggest the market is still price‑sensitive, but the infusion of long‑term, low‑cost capital may help stabilize earnings amid broader sector volatility.

Closing conditions Final closing hinges on delivery of the global notes to the DTC nominee, receipt of the wire transfer, payment of any transfer taxes, and satisfaction of all representations and warranties. The transaction is expected to close on May 29 2026, with settlement shortly thereafter.

Overall, the note issuance underscores Xylem’s disciplined capital‑raising approach, delivering a sizable liquidity cushion without diluting equity, and setting the stage for continued investment in its core water‑technology businesses.