Xylem Inc. (NYSE:XYL) agreed to acquire Evoqua Water Technologies Corp. (NYSE:AQUA) from a group of shareholders on January 21, 2023. Xylem Inc. entered into an agreement to acquire Evoqua Water Technologies Corp. from a group of shareholders for $6.5 billion on January 22, 2023. In the merger, upon the terms and conditions of the merger agreement, (i) each share of Evoqua common stock issued and outstanding immediately prior to the effective time of the Merger will automatically be converted into the right to receive 0.48 of a share of the common stock of Xylem and (ii) cash in lieu of fractional shares. Upon the closing of the Merger, legacy Evoqua stockholders will own approximately 25% and legacy Xylem shareholders will own approximately 75% of the combined company. Following the closing of the Merger, shares of Xylem common stock will continue to be listed on the New York Stock Exchange. The Merger Agreement provides that Evoqua may be required to pay Xylem a termination fee equal to $225 million and Xylem may be required to pay Evoqua a termination fee equal to $325 million if the Merger Agreement is terminated under certain circumstances.

Completion of the merger is subject to the satisfaction or waiver of customary closing conditions, including the adoption of the Merger Agreement by the requisite vote of Evoqua's stockholders, approval of the issuance of the shares of Xylem's common stock to be issued in the Merger by the requisite vote of Xylem's shareholders, the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, has been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness is in effect, and no proceedings for that purpose will have been initiated or threatened, approval for listing on the NYSE of the shares of Xylem's common stock to be issued in the merger, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Merger under, or the expiration or termination of any applicable waiting period in respect of, the antitrust and/or foreign investment laws of other specified jurisdictions. The respective boards of directors of Xylem and Evoqua have unanimously approved the Merger Agreement, and the board of directors of Xylem has agreed to recommend that Xylem's shareholders approve the issuance of the shares of Xylem common stock in connection with the Merger. In addition, the board of directors of Evoqua has agreed to recommend that Evoqua's stockholders adopt the merger agreement. Xylem board approved the transaction on January 21, 2023. On March 6, 2023, the 30-day Hart-Scott-Rodino waiting period expired without issuance of a Request for Additional Information and Documentary Material. The registration statement was declared effective on April 6, 2023 by the SEC. As of May 23, 2023, parties have received all regulatory approvals required to consummate the Merger. The transaction is anticipated to close in mid-2023. Parties anticipate that the closing of the Merger will occur on or about May 24, 2023.

Lazard and Guggenheim Securities served as financial advisors and Saee Muzumdar of Gibson, Dunn & Crutcher LLP served as legal advisor to Xylem. Goldman Sachs & Co. LLC and BofA Securities served as financial advisors and David Grubman, Dotun Obadina, Peter Izanec and Zachary Brecheisen of Jones Day served as legal advisors to Evoqua. Goldman Sachs & Co. LLC and BofA Securities, Inc. acted as fairness opinion providers to Evoqua. Lazard, Guggenheim Securities and Gibson Dunn acted as due diligence providers to Xylem and Goldman Sachs, BofA Securities, McKinsey & Company and Jones Day acted as due diligence providers to Evoqua. American Stock Transfer & Trust Company, LLC acted as transfer agent to Evoqua and Equiniti Trust Company acted as transfer agent to Xylem. Evoqua has retained Okapi Partners LLC (“Okapi Partners”) as proxy solicitor to assist with the solicitation of proxies in connection with the Evoqua Special Meeting. Evoqua estimates it will pay Okapi Partners a fee not to exceed $30,000, plus reimbursement of reasonable expenses. Xylem has retained Innisfree M&A Incorporated (“Innisfree”) as proxy solicitor to assist with the solicitation of proxies in connection with the Xylem Special Meeting. Xylem estimates it will pay Innisfree a fee of approximately $65,000, in addition to the reimbursement of expenses, for these services. Barnes & Thornburg LLP served as Indiana counsel to Xylem Inc. Evoqua has agreed to pay Goldman Sachs a transaction fee of approximately $40 million, $2.5 million of which became payable upon the execution of the Merger Agreement and the remainder of which is contingent upon consummation of the Merger. Evoqua has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee of $20 million, $2.5 million of which was payable upon delivery of its opinion and the remainder of which is payable immediately prior to or upon the consummation of the Merger. Xylem has agreed to pay Lazard an aggregate fee equal to $25 million, $5 million of which became payable upon the rendering of Lazard's opinion and the remainder of which is contingent upon the consummation of the Merger. Xylem has agreed to pay Guggenheim Securities a cash transaction fee of $20 million. In connection with Guggenheim Securities' engagement, Xylem has previously paid Guggenheim Securities a cash opinion fee of $4 million that became payable upon delivery of Guggenheim Securities' opinion, which will be credited against the foregoing cash transaction fee.