Filed Pursuant to Rule 433
Dated March 4, 2016
Registration Statement No. 333-207672
Relating to
Preliminary Prospectus Supplement Dated March 4, 2016 to
Prospectus dated October 29, 2015
Xylem Inc.
Pricing Term Sheet
March 4, 2016
€500,000,000 2.250% Senior Notes due 2023
| Issuer: | Xylem Inc. | |
| Expected Ratings (Moody’s / S&P)*: |
Baa2 / BBB | |
| Security Description: |
2.250% Senior Notes due 2023 | |
| Offering Format: |
SEC Registered | |
| Principal Amount: |
€500,000,000 | |
| Trade Date: |
March 4, 2016 | |
| Settlement Date**: |
March 11, 2016 (T+5) | |
| Interest Payment Dates: |
March 11 of each year, commencing March 11, 2017 | |
| Maturity Date: |
March 11, 2023 | |
| Coupon: |
2.250% | |
| Public Offering Price: |
98.905% of the principal amount | |
| Yield to Maturity: |
2.422% | |
| Benchmark Bund: |
1.500% due February 15, 2023 | |
| Benchmark Bund Price and Yield: |
111.890%; -0.200% | |
| Spread to Benchmark Bund: |
+ 262.2 bps | |
| Mid-Swap Yield: |
0.222% | |
| Spread to Mid-Swap Yield: |
+ 220 bps | |
| Make-Whole Call: |
Prior to December 11, 2022 at +40 bps | |
| Par Call: |
On or after December 11, 2022 | |
| Change of Control: |
Putable at 101% of principal plus accrued interest | |
| Redemption for Tax Reasons: |
In the event of certain changes in the tax laws of the United States or certain other jurisdictions, we may redeem all, but not part, of the 2023 Notes at a price equal to 100% of the principal amount of the notes to be redeemed, together with accrued and unpaid interest to the redemption date. | |
| CUSIP / ISIN / Common Code: |
98419M AG5 / XS1378780891 / 137878089 | |
| Denominations: |
€100,000 and integral multiples of €1,000 in excess thereof | |
| Day Count Convention: |
Actual / Actual (ICMA) | |
| Listing: |
Application will be made to list the notes on the New York Stock Exchange | |
| Stabilization: | Stabilization/FCA | |
| Joint Book-Running Managers: |
BNP Paribas Citigroup Global Markets Limited J.P. Morgan Securities plc | |
| Co-Managers: |
Deutsche Bank AG, London Branch ING Bank N.V., Belgian Branch Mitsubishi UFJ Securities International plc Société Générale U.S. Bancorp Investments, Inc. Wells Fargo Securities International Limited | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**We expect that delivery of the notes will be made to investors on or about March 11, 2016, which will be the fifth business day following the date of this final term sheet (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of the prospectus supplement or the next succeeding business day will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of the prospectus supplement of the next succeeding business day should consult their advisors.
The issuer has filed a registration statement (including a prospectus, as supplemented) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus (as supplemented) in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas toll-free at (800) 854-5674, Citigroup Global Markets Limited toll-free at (800) 831-9146 or J.P. Morgan Securities plc toll-free at (866) 430-0686.
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