EX-FILING FEES 9 d406454dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Xylem Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
    

Security

Type

 

Security

Class

Title(1)

 

Fee

Calculation

or Carry

Forward

Rule

 

Amount

Registered

 

Proposed

Maximum

Offering

Price Per

Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee

 

Carry

 Forward 

Form

Type

 

Carry

 Forward 

File

Number

 

Carry

Forward

Initial

 Effective 

Date

 

Filing Fee

Previously

Paid In

Connection

with
Unsold

Securities
to

be Carried

Forward

 
Newly Registered Securities
                         

Fees to

Be Paid

  Equity   Common stock, par value $0.01 per share   Other   65,233,135.7(2)   n/a   $6,704,063,714.78(3)   .00011020   $738,787.82          
                         

Fees

Previously

Paid

  n/a   n/a   n/a   n/a   n/a   n/a     n/a          
 
Carry Forward Securities
                         

Carry

Forward

Securities

  n/a   n/a   n/a   n/a     n/a       n/a   n/a   n/a   n/a
               
    Total Offering Amounts      $6,704,063,714.78          
               
    Total Fees Previously Paid               
               
    Total Fee Offsets               
               
    Net Fee Due        $738,787.82                

 

(1)

This registration statement relates to the registration of the estimated maximum number of shares of common stock, par value $0.01 per share, of the registrant Xylem Inc. (“Xylem” and such common stock, “Xylem Common Stock”) issuable upon completion of the merger of Fore Merger Sub, Inc., a wholly owned subsidiary of Xylem (“Merger Sub”), with and into Evoqua Water Technologies Corp. (“Evoqua” and such merger, the “Merger”), with Evoqua as the surviving corporation, described in the joint proxy statement/prospectus contained in this registration statement.

(2)

Represents the maximum number of shares of Xylem Common Stock estimated to be issuable upon the effective time of the Merger. The number of shares of Xylem Common Stock being registered is equal to the product obtained by multiplying (a) 135,902,366 shares of common stock of Evoqua, par value $0.01 per share (“Evoqua Common Stock”), by (b) the exchange ratio in the Merger of 0.48. The number of shares of Evoqua Common Stock set forth in clause (a) of the prior sentence is equal to the sum of (w) 122,253,109 shares of Evoqua Common Stock outstanding as of March 6, 2023, plus (x) 1,546,317 shares of Evoqua Common Stock subject to Evoqua restricted stock units and Evoqua performance stock units outstanding as of March 6, 2023, plus (y) 4,075,228 shares of Evoqua Common Stock subject to Evoqua options outstanding as of March 6, 2023, plus (z) 8,027,712 shares of Evoqua Common Stock that may be issued under the Evoqua equity plans prior to the effective time of the Merger.

(3)

Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”) and calculated in accordance with Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act. The proposed maximum aggregate offering price is solely for the purposes of calculating the registration fee and was calculated based upon the market value of shares of Evoqua Common Stock (the securities to be cancelled in the Merger) in accordance with Rule 457(c) under the Securities Act as follows: the product of (a) $49.33, the average of the high and low prices per share of Evoqua Common Stock on March 6, 2023, as quoted on the New York Stock Exchange, and (b) 135,902,366, the estimated maximum number of shares of Evoqua Common Stock that may be exchanged for the shares of Xylem Common Stock being registered.