Item 1. Financial Statements

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

		July 4, 2026				December 31, 2025
		(In millions, except share data)
ASSETS
Current assets:
Cash and cash equivalents		$	539			$	588
Accounts receivable, net			1,987				829
Inventories			1,377				572
Other current assets			562				159
Total current assets			4,465				2,148
Property, plant and equipment, net			1,489				642
Intangible assets, net			8,521				558
Goodwill			9,421				1,340
Operating lease assets			366				81
Other assets			489				308
Total assets		$	24,751			$	5,077
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable		$	200			$	460
Accounts payable			863				104
Accrued employee compensation			214				100
Deferred revenue and customer advances			495				267
Current operating lease liabilities			51				31
Accrued income taxes			10				36
Accrued warranty			21				12
Other current liabilities			545				230
Total current liabilities			2,399				1,239
Long-term liabilities:
Long-term debt			4,886				947
Long-term deferred tax liabilities			1,705				37
Long-term operating lease liabilities			317				53
Long-term portion of retirement benefits			59				44
Long-term income tax liabilities			32				34
Other long-term liabilities			158				161
Total long-term liabilities			7,157				1,276
Total liabilities			9,556				2,515
Commitments and contingencies (Notes 6, 7 and 10)
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 5,000 shares authorized, none issued at July 4, 2026 and December 31, 2025			—				—
Common stock, par value $0.01 per share, 400,000 shares authorized, 201,881 and 163,162 shares issued, 98,225 and 59,549 shares outstanding at July 4, 2026 and December 31, 2025, respectively			2				2
Additional paid-in capital			15,312				2,416
Retained earnings			10,223				10,431
Treasury stock, at cost, 103,656 and 103,613 shares at July 4, 2026 and December 31, 2025, respectively			(10,176	)			(10,162	)
Accumulated other comprehensive loss			(166	)			(125	)
Total stockholders’ equity			15,195				2,562
Total liabilities and stockholders’ equity		$	24,751			$	5,077

The accompanying notes are an integral part of the interim consolidated financial statements.

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

		Three Months Ended
		July 4, 2026				June 28, 2025
		(In millions , except per share data)
Revenues:
Product revenue		$	1,220			$	473
Service revenue			425				298
Total net revenues			1,645				771
Costs and operating expenses:
Cost of product revenue			700				200
Cost of service revenue			211				121
Selling and administrative expenses			405				198
Research and development expenses			122				49
Purchased intangibles amortization			244				12
Restructuring charges			49				3
Total costs and operating expenses			1,731				583
Operating (loss) income			(86	)			188
Other expense, net			—				(1	)
Interest expense			(60	)			(15	)
Interest income			5				5
(Loss) income before income taxes			(141	)			178
Benefit (provision) for income taxes			5				(31	)
Net (loss) income		$	(136	)		$	147
Net (loss) income per basic common share		$	(1.39	)		$	2.47
Weighted-average number of basic common shares			98,204				59,515
Net (loss) income per diluted common share		$	(1.39	)		$	2.47
Weighted-average number of diluted common shares and equivalents			98,204				59,656

The accompanying notes are an integral part of the interim consolidated financial statements.

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

		Six Months Ended
		July 4, 2026				June 28, 2025
		(In millions, except share data)
Revenues:
Product revenue		$	2,139			$	874
Service revenue			773				559
Total revenues			2,912				1,433
Costs and operating expenses:
Cost of product revenue			1,224				369
Cost of service revenue			366				229
Selling and administrative expenses			788				373
Research and development expenses			218				95
Purchased intangibles amortization			396				24
Restructuring charges			52				4
Total costs and operating expenses			3,046				1,093
Operating (loss) income			(134	)			340
Other income, net			1				1
Interest expense			(108	)			(28	)
Interest income			12				8
(Loss) income before income taxes			(229	)			321
Benefit (provision) for income taxes			21				(52	)
Net (loss) income		$	(208	)		$	268
Net (loss) income per basic common share		$	(2.31	)		$	4.51
Weighted-average number of basic common shares			90,041				59,478
Net (loss) income per diluted common share		$	(2.31	)		$	4.50
Weighted-average number of diluted common shares and equivalents			90,041				59,686

The accompanying notes are an integral part of the interim consolidated financial statements.

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(unaudited)

		Three Months Ended								Six Months Ended
		July 4, 2026				June 28, 2025				July 4, 2026				June 28, 2025
		(In millions)								(In millions)
Net (loss) income		$	(136	)		$	147			$	(208	)		$	268
Other comprehensive income (loss):
Foreign currency translation			3				33				(35	)			40
Unrealized gains (losses) on derivative instruments before reclassifications			(1	)			—				(6	)			(2	)
Amounts reclassified to interest income			—				—				—				—
Unrealized gains (losses) on derivative instruments before income taxes			(1	)			—				(6	)			(2	)
Income tax benefit			—				—				—				—
Unrealized gains (losses) on derivative instruments, net of tax			(1	)			—				(6	)			(2	)
Retirement liability adjustment before reclassifications			—				—				—				1
Amounts reclassified to other income, net			—				—				—				—
Retirement liability adjustment before income taxes			—				—				—				1
Income tax benefit			—				—				—				—
Retirement liability adjustment, net of tax			—				—				—				1
Other comprehensive income (loss)			2				33				(41	)			39
Comprehensive (loss) income		$	(134	)		$	180			$	(249	)		$	307

The accompanying notes are an integral part of the interim consolidated financial statements.

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

		Six Months Ended
		July 4, 2026				June 28, 2025
		(In millions)
Cash flows from operating activities:
Net (loss) income		$	(208	)		$	268
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation			45				26
Deferred income taxes			114				2
Depreciation			71				44
Amortization of intangibles			437				57
Amortization of acquisition-related inventory and fixed assets step-up recognized			253				—
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable			(782	)			43
Increase in inventories			(68	)			(36	)
Increase in other current assets			(354	)			(12	)
Decrease in other assets			17				14
Increase (decrease) in accounts payable and other current liabilities			557				(164	)
Increase in deferred revenue and customer advances			116				64
Decrease in other liabilities			—				(5	)
Net cash provided by operating activities			198				301
Cash flows from investing activities:
Additions to property, plant, equipment and software capitalization			(87	)			(49	)
Cash acquired in business acquisition			144				(35	)
Investments in unaffiliated companies, net			(10	)			(1	)
Change in deposit asset, related to deferred close entities			51				—
Net cash provided by (used in) investing activities			97				(85	)
Cash flows from financing activities:
Proceeds from debt issuances			3,742				70
Payments on debt			(4,040	)			(240	)
Payments of debt issuance costs			(28	)			(5	)
Proceeds from stock plans			15				13
Purchases of treasury shares			(14	)			(14	)
(Payments for) proceeds from derivative contracts			(12	)			2
Net cash used in financing activities			(337	)			(174	)
Effect of exchange rate changes on cash and cash equivalents			(7	)			—
(Decrease) increase in cash and cash equivalents			(49	)			42
Cash and cash equivalents at beginning of period			588				325
Cash and cash equivalents at end of period		$	539			$	367
Non-cash investing activities related to the BDS Business Acquisition:
Fair value of Waters common stock issued		$	12,835
Notes payable and debt assumed		$	4,000
Estimated net working capital adjustment		$	121

The accompanying notes are an integral part of the interim consolidated financial statements.

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited, millions, except share data in thousands)

		Number of Common Shares				Common Stock				Additional Paid-In Capital				Retained Earnings				Treasury Stock				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity
Balance March 29, 2025			163,109			$	2			$	2,362			$	9,910			$	(10,162	)		$	(150	)		$	1,962
Net income			—				—				—				147				—				—				147
Other comprehensive income			—				—				—				—				—				33				33
Issuance of common stock for employees:
Employee Stock Purchase Plan			10				—				3				—				—				—				3
Stock options exercised			4				—				1				—				—				—				1
Stock-based compensation			3				—				14				—				—				—				14
Balance June 28, 2025			163,126			$	2			$	2,380			$	10,057			$	(10,162	)		$	(117	)		$	2,160
		Number of Common Shares				Common Stock				Additional Paid-In Capital				Retained Earnings				Treasury Stock				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity
Balance April 4, 2026			201,817			$	2			$	15,273			$	10,359			$	(10,174	)		$	(168	)		$	15,292
Net loss			—				—				—				(136	)			—				—				(136	)
Other comprehensive income			—				—				—				—				—				2				2
Issuance of common stock for employees:
Employee Stock Purchase Plan			11				—				4				—				—				—				4
Stock options exercised			36				—				9				—				—				—				9
Treasury stock			—				—				—				—				(2	)			—				(2	)
Stock-based compensation			17				—				26				—				—				—				26
Balance July 4, 2026			201,881			$	2			$	15,312			$	10,223			$	(10,176	)		$	(166	)		$	15,195

The accompanying notes are an integral part of the consolidated financial statements.

WATERS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited, in millions, except share data in thousands)

		Number of Common Shares				Common Stock				Additional Paid-In Capital				Retained Earnings				Treasury Stock				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity
Balance December 31, 2024			162,962			$	2			$	2,341			$	9,789			$	(10,148	)		$	(155	)		$	1,829
Net income			—				—				—				268				—				—				268
Other comprehensive income			—				—				—				—				—				39				39
Issuance of common stock for employees:
Employee Stock Purchase Plan			17				—				6				—				—				—				6
Stock options exercised			37				—				8				—				—				—				8
Treasury stock			—				—				—				—				(14	)			—				(14	)
Stock-based compensation			110				—				25				—				—				—				25
Balance June 28, 2025			163,126			$	2			$	2,380			$	10,057			$	(10,162	)		$	(117	)		$	2,160
		Number of Common Shares				Common Stock				Additional Paid-In Capital				Retained Earnings				Treasury Stock				Accumulated Other Comprehensive Loss				Total Stockholders’ Equity
Balance December 31, 2025			163,162			$	2			$	2,416			$	10,431			$	(10,162	)		$	(125	)		$	2,562
Net loss			—				—				—				(208	)			—				—				(208	)
Share issuance for acquisition (1)			38,542				—				12,835				—				—				—				12,835
Other comprehensive loss			—				—				—				—				—				(41	)			(41	)
Issuance of common stock for employees:
Employee Stock Purchase Plan			20				—				6				—				—				—				6
Stock options exercised			37				—				10				—				—				—				10
Treasury stock			—				—				—				—				(14	)			—				(14	)
Stock-based compensation			120								45				—				—				—				45
Balance July 4, 2026			201,881			$	2			$	15,312			$	10,223			$	(10,176	)		$	(166	)		$	15,195

(1)	Refer to Note 4, “Acquisitions” for further details.

The accompanying notes are an integral part of the consolidated financial statements.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1 Basis of Presentation and Summary of Significant Accounting Policies

Waters Corporation (the “Company,” “Waters,” “we,” “our,” or “us”), is a global life sciences leader in the development, manufacturing, and sale of analytical instruments, reagent systems and software. The Company has pioneered innovations in chromatography, mass spectrometry and thermal analysis serving life, materials and food sciences to detect a broad range of infectious diseases, healthcare-associated infections, and cancers for more than 65 years. The Company’s organizational structure is based upon four principal business segments: Analytical Sciences, Materials Sciences, Biosciences and Advanced Diagnostics.

Analytical Sciences primarily designs, manufactures, sells and services high-performance liquid chromatography (“HPLC”), ultra-performance liquid chromatography (“UPLC” and, together with HPLC, referred to as “LC”) and mass spectrometry (“MS”) technology systems and support products, including chromatography columns, other consumable products and comprehensive post-warranty service plans. These systems are complementary products that are frequently employed together

(“LC-MS”)

and sold as integrated instrument systems using common software platforms. LC is a standard technique and is utilized in a broad range of industries to detect, identify, monitor and measure the chemical, physical and biological composition of materials, and to purify a full range of compounds. MS technology, principally in conjunction with chromatography, is employed in drug discovery and development, including clinical trial testing, the analysis of proteins in disease processes (known as “proteomics”), nutritional safety analysis and environmental testing.

LC-MS

instruments combine a liquid phase sample introduction and separation system with mass spectrometric compound identification and quantification. In addition, the Company designs, manufactures, sells and services thermal analysis, rheometry and calorimetry instruments through its Materials Sciences instruments product line. These instruments are used in predicting the suitability and stability of fine chemicals, pharmaceuticals, water, polymers, metals and viscous liquids for various industrial, consumer goods and healthcare products, as well as for life science research. The Company is also a developer and supplier of advanced software-based products that interface with the Company’s instruments, as well as other manufacturers’ instruments.

Biosciences is a leader in flow cytometry solutions for immunology and cancer research and related clinical diagnostics and has innovative single-cell multiomics tools. Advanced Diagnostics is a leader in microbiology and infectious disease diagnostics, including molecular diagnostics, cervical cancer screening, microbiology automation, and

point-of-

care

offerings. The Biosciences and Advanced Diagnostics products are manufactured and sold worldwide. Biosciences and Advanced Diagnostics products are marketed in the United States and internationally through independent distribution channels and directly to

end

-users

by the Company and independent sales representatives.

On February 9, 2026 (the “Closing Date”), the Company completed the acquisition (the “BDS Business Acquisition”) of the Biosciences and Diagnostic Solutions business (the “BDS Business”) of Becton, Dickinson and Company (“BD”). The transaction was structured as a Reverse Morris Trust transaction, where the BDS Business was spun off to BD shareholders and simultaneously merged with Augusta SpinCo Corporation, a wholly-owned subsidiary of the Company (“SpinCo”). Upon completion of the BDS Business Acquisition, the Company issued

38,542

thousand shares of Waters common stock to the BD shareholders as of the close of business on February 5, 2026 (the “Record Date”, and such holders of BD common stock as of the Record Date, the “Record Date BD Shareholders”). As a result, the Record Date BD Shareholders owned approximately

39.2

% of the outstanding shares of Waters common stock, and former Waters shareholders owned approximately

60.8

% of the outstanding shares of Waters common stock, in each case, on a fully diluted basis. The 2026 financial results of the BDS Business following the Closing Date are included in the Company’s 2026 consolidated financial results presented herein.

The Company’s interim fiscal quarter typically ends on the thirteenth Saturday of each quarter. Since the Company’s fiscal year end is December 31, the first and fourth fiscal quarters may have more or less than thirteen complete weeks. The Company’s second fiscal quarters for 2026 and 2025 ended on July 4, 2026 and June 28, 2025, respectively.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions in Form

10-Q

and do not include all of the information and footnote disclosures required for annual financial statements prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) in the United States of America. The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been eliminated.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities at the dates of the financial statements. Actual amounts may differ from these estimates under different assumptions or conditions.

It is management’s opinion that the accompanying interim consolidated financial statements reflect all adjustments (which are normal and recurring) that are necessary for a fair statement of the results for the interim periods. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (“SEC”) on February 23, 2026. The results for the three months and six months ended July 4, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026, any other interim periods or any future year or period. Beginning with the three months ended April 4, 2026, the Company changed the presentation of financial statement amounts from thousands to millions.

Prior-period

amounts have been adjusted to conform to the

current-period

presentation. As a result of rounding, certain amounts may not sum precisely or agree to previously reported amounts.

Deferred Close Businesses & Interim Operating Agreement

Regulatory, legal and other compliance requirements in certain foreign jurisdictions, principally China and Italy, prevented the legal transfer of certain assets and liabilities associated with the BDS Business (such assets and liabilities collectively, the “Deferred Close Businesses” and all other entities, the “Conveying Businesses”) at the Closing Date. The Company and BD will use reasonable best efforts to take all actions to transfer each Deferred Close Business as promptly as reasonably practicable. At Closing, the Company entered into an agreement (the “Interim Operating Agreement”) with BD that obligates BD to continue to operate the assets and liabilities of the Deferred Close Businesses on the Company’s behalf and at the sole direction of the Company. The Company and BD agreed that during the interim period between the Closing and the close date for an applicable Deferred Close Businesses BD will transfer to the Company the net profits from the operations of each of the Deferred Close Businesses to the Company (or, in the event the operations result in net losses to BD, the Company will reimburse BD for the amount of such net losses). The Interim Operating Agreement forms part of the Transition Services Agreement with BD described in Note 10, “Other Commitments and Contingencies” (the “TSA”). Amounts due from and due to BD with respect to billings and collections on the Company’s behalf, as described in Note 1 under “Accounts Receivable and Allowance for Credit Losses” arise under the TSA.

For the Company, the Interim Operating Agreement and consideration transferred at Closing creates a present enforceable right to receive the Deferred Close Businesses at a future closing when closing conditions are satisfied. Because legal title of the Deferred Close Businesses have not transferred to the Company at Closing and the Deferred Close Businesses remain commingled within legacy BD legal entities that will not be conveyed to the Company, the Company does not obtain control of the Deferred Close Businesses pursuant to the consolidation accounting framework. Legal and beneficial title to the Deferred Close Businesses remains with BD until the transfer of each Deferred Close Business to the Company. While legal title remains with BD, the Company obtained the economic rights to the Deferred Close Businesses through the Interim Operating Agreement, which represents a contractual right and meets the definition of an asset based on present rights to economic benefits. Accordingly, the consideration attributable to the Deferred Close Businesses is reflected as a prepaid deposit asset until such deferred closings occur. Refer to Note 4, “Acquisitions” for additional information regarding recognition of the prepaid deposit asset.

At Closing, the customers of the BDS Business were informed that the Company completed its acquisition of the BDS Business and that the Company is responsible for providing the product or service to the customer. More specifically, through the Interim Operating Agreement for the Deferred Close Businesses, the Company has control of the product or service before it is transferred to the customer. The Company also establishes the price for the goods or services, has inventory risk before the good has been transferred to the customer and is responsible for fulfilling the promise to provide the specified good or service. Therefore, in this revenue arrangement that involves three parties (the Company, BD and the customer), the Company is the principal in the arrangement and recognizes revenue, cost of revenue and operating expenses generated by the Deferred Close Businesses on a gross basis.

Risks and Uncertainties

The Company is subject to risks common to companies in the analytical instrument and diagnostics industry, including, but not limited to, global economic and financial market conditions, fluctuations in foreign currency exchange rates, fluctuations in customer demand, development by its competitors of new technological innovations, costs of developing new technologies, levels of debt and debt service requirements, risk of disruption, dependence on key personnel, protection and litigation of proprietary technology, shifts in taxable income between tax jurisdictions and compliance with new tariff rules and regulations of the U.S. Food and Drug Administration and similar foreign regulatory authorities and agencies.

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

Translation of Foreign Currencies

The functional currency of each of the Company’s foreign operating subsidiaries is the local currency of its country of domicile, except for certain of the Company’s subsidiaries in Switzerland, Hong Kong and Singapore, where the underlying transactional cash flows are denominated in currencies other than the respective local currency of domicile. The functional currency of the Switzerland, Hong Kong and Singapore subsidiaries is the U.S. dollar, based on the respective entity’s cash flows.

For the Company’s foreign operations, assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the balance sheet date, while revenues and expenses are translated at average exchange rates prevailing during the respective period. Any resulting translation gains or losses are included in accumulated other comprehensive loss in the consolidated balance sheets.

Cash and Cash Equivalents

Cash equivalents represent highly liquid investments, with original maturities of 90 days or less, while investments with longer maturities are classified as investments. The Company maintains cash balances in various operating accounts in excess of federally insured limits, and in foreign subsidiary accounts in currencies other than the U.S. dollar. As of July 4, 2026 and December 31, 2025, $488 million out of $539 million and $372 million out of $588 million, respectively, of the Company’s total cash and cash equivalents were held by foreign subsidiaries. In addition, $365 million out of $539 million and $306 million out of $588 million of cash and cash equivalents were held in currencies other than the U.S. dollar at July 4, 2026 and December 31, 2025, respectively.

Accounts Receivable and Allowance for Credit Losses

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company offers rebates, sales discounts and sales returns, and as a result, the transaction price determination may include variable consideration. Generally, the Company does not consider there to be significant concentrations of credit risk with respect to trade receivables due to the short-term nature of the balances, the Company having a large and diverse customer base, and the Company having a strong historical experience of collecting receivables with minimal defaults. As a result, credit risk is considered low across territories and trade receivables are considered to be a single class of financial asset. The allowance for credit losses is based on a number of factors and is calculated by applying a historical loss rate to trade receivable aging balances to estimate a general reserve balance along with an additional adjustment for any specific receivables with known or anticipated issues affecting the likelihood of recovery. Past due balances with a probability of default based on historical data as well as relevant available forward-looking information are included in the specific adjustment. Amounts are written off against the allowances for credit losses when the Company determines that a customer account is not collectable. The historical loss rate is reviewed on at least an annual basis and the allowance for credit losses is reviewed quarterly for any required adjustments. The Company does not have any

off-balance

sheet credit exposure related to its customers.

Trade receivables related to instrument revenue are collateralized by the instrument that is sold. If there is a risk of default related to a receivable that is collateralized, then the fair value of the collateral is calculated and adjusted for the cost to

re-possess,

refurbish and

re-sell

the instrument. This adjusted fair value is compared to the receivable balance and the difference would be recorded as the expected credit loss.

Pursuant to the TSA BD collects receivables from customers and pays vendors on behalf of the Company as it relates to the BDS Business. As of July 4, 2026, the Company had a $

million net receivable due from BD related to such activity, which includes $

million classified as Accounts receivable, net and $

million classified as Accounts payable in the consolidated balance sheets. This net receivable was $140 million as of April 4, 2026, reflecting a broadly consistent level of net cash settlement activity during the three months ended July 4, 2026.

The Company considers the $673 million classified in Accounts receivable, net to be a significant concentration of receivables, as it accounts for greater than

% of the Company’s total accounts receivable balance for the period ended July 4, 2026. BD is an investment-grade rated, publicly traded global healthcare company, and the Company has not experienced any collection issues with respect to amounts due under the TSA to date.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

The following is a summary of the activity of the Company’s allowance for credit losses for the six months ended July 4, 2026 and June 28, 2025 (in millions):

		Balance at Beginning of Period				Additions				Deductions and Other				Balance at End of Period
Allowance for Credit Losses
July 4, 2026		$	12			$	3			$	1			$	16
June 28, 2025		$	14			$	4			$	(5	)		$	13

Fair Value Measurements

In accordance with the accounting standards for fair value measurements and disclosures, certain of the Company’s assets and liabilities are measured at fair value on a recurring basis as of July 4, 2026 and December 31, 2025. Fair values determined by Level 1 inputs utilize observable data, such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points for which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table represents the Company’s assets and liabilities measured at fair value on a recurring basis at July 4, 2026 (in millions):

		Total at July 4, 2026				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets:
401(k) Restoration Plan assets		$	32			$	32			$	—			$	—
Foreign currency exchange contracts			1				—				1				—
Interest rate cross-currency swap agreements			17				—				17				—
Total		$	50			$	32			$	18			$	—
Liabilities:
Interest rate cross-currency swap agreements			22				—				22				—
Interest rate swap cash flow hedge			1				—				1				—
Total		$	23			$	—			$	23			$	—

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

The following table represents the Company’s assets and liabilities measured at fair value on a rec

urr

ing basis at December 31, 2025 (in millions):

		Total at December 31, 2025				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets:
401(k) Restoration Plan assets		$	31			$	31			$	—			$	—
Foreign currency exchange contracts			—				—				—				—
Interest rate cross-currency swap agreements			—				—				—				—
Interest rate swap cash flow hedge			—				—				—				—
Total		$	31			$	31			$	—			$	—
Liabilities:
Foreign currency exchange contracts		$	—			$	—			$	—			$	—
Interest rate cross-currency swap agreements			50				—				50				—
Interest rate swap cash flow hedge			2				—				2				—
Total		$	52			$	—			$	52			$	—

Fair Value of 401(k) Restoration Plan Assets

The 401(k) Restoration Plan is a nonqualified defined contribution plan, and the assets were held in registered mutual funds and have been classified as Level 1. The fair values of the assets in the plan are determined through market and observable sources from daily quoted prices on nationally recognized securities exchanges.

Fair Value of Foreign Currency Exchange Contracts, Interest Rate Cross-Currency Swap Agreements and Interest Rate Swap Cash Flow Hedges

The fair values of the Company’s foreign currency exchange contracts, interest rate cross-currency swap agreements and interest rate swap cash flow hedges are determined through market and observable sources and have been classified as Level 2. These assets and liabilities have been initially valued at the transaction price and subsequently valued, typically utilizing third-party pricing services. The pricing services use many inputs to determine value, including reportable trades, benchmark yields, credit spreads, broker/dealer quotes, current spot rates and other industry and economic events. The Company validates the prices provided by third-party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources.

Fair Value of Other Financial Instruments

The Company’s accounts receivable and accounts payable are recorded at cost, which approximates fair value due to their short-term nature. The carrying value of the Company’s variable interest rate debt approximates fair value due to the variable nature of the interest rate. The carrying value of the Company’s fixed interest rate debt was $4.4 billion and $1.3 billion at July 4, 2026 and December 31, 2025, respectively. The fair value of the Company’s fixed interest rate debt was estimated using discounted cash flow models, based on estimated current rates offered for similar debt under current market conditions for the Company. The fair value of the Company’s fixed interest rate debt was estimated to be $4.3 billion and $1.2 billion at July 4, 2026 and December 31, 2025, respectively, using Level 2 inputs. Refer to Note 6 “Debt” for further information.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

Derivative Transactions

The Company is a global company that operates in over 35 countries and, as a result, the Company’s net revenue, cost of revenue, operating expenses and balance sheet amounts are significantly impacted by fluctuations in foreign currency exchange rates. The Company is exposed to currency price risk on foreign currency exchange rate fluctuations when it translates its

non-U.S.

dollar foreign subsidiaries’ financial statements into U.S. dollars and when any of the Company’s subsidiaries purchase or sell products or services in a currency other than its own currency.

The Company’s principal strategies in managing exposures to changes in foreign currency exchange rates are to (1) naturally hedge the foreign-currency-denominated liabilities on the Company’s balance sheet against corresponding assets of the same currency, such that any changes in liabilities due to fluctuations in foreign currency exchange rates are typically offset by corresponding changes in assets and (2) mitigate foreign exchange risk exposure of international operations by hedging the variability in the movement of foreign currency exchange rates on a portion of its euro-denominated and

yen-denominated

net asset investments. The Company presents the derivative transactions in financing activities in the statement of cash flows.

Foreign Currency Exchange Contracts

The Company does not specifically enter into any derivatives that hedge foreign-currency-denominated operating assets, liabilities or commitments on its balance sheet, other than a portion of certain third-party accounts receivable and accounts payable, and the Company’s net worldwide intercompany receivables and payables, which are eliminated in consolidation. The Company periodically aggregates its net worldwide balances by currency and then enters into foreign currency exchange contracts that mature within 90 days to hedge a portion of the remaining balance to minimize some of the Company’s currency price risk exposure. The foreign currency exchange contracts are not designated for hedge accounting treatment. Principal hedged currencies include the euro, Japanese yen, British pound, Mexican peso and Brazilian real.

Cash Flow Hedges

The Revolving Credit Facility is a variable borrowing and has interest payments based on a contractually specified interest rate index. The contractually specified index on the Revolving Credit Facility is the

1-month,

3-month

or

6-month

Term SOFR. The variable rate interest payments create interest risk for the Company as interest payments will fluctuate based on changes in the contractually specified interest rate index over the life of the Revolving Credit Facility. In order to reduce interest rate risk, the Company has entered into interest rate swaps with an aggregate notional value of $150 million to effectively lock in the forecasted interest payments on the variable rate borrowing over its term. The interest rate swaps represent cash flow hedges and are assessed for hedge effectiveness each reporting period. When the hedge relationship is highly effective at achieving offsetting changes in cash flows, the Company will record the entire change in fair value of the interest rate swaps in accumulated other comprehensive loss. The amount in accumulated other comprehensive loss is reclassified to income in the period that the underlying transaction impacts consolidated income. If it becomes probable that the forecasted transaction will not occur, the hedge relationship will be

de-designated,

and amounts accumulated in other comprehensive loss will be reclassified to income in the current period. Interest settlements due to benchmark interest rate changes are recorded in interest income or interest expense. For the six months ended July 4, 2026, the Company did not have any cash flow hedges that were deemed ineffective.

Interest Rate Cross-Currency Swap Agreements

As of July 4, 2026, the Company had entered into interest rate cross-currency swap derivative agreements with durations up to three years with an aggregate notional value of $1.3 billion to hedge the variability in the movement of foreign currency exchange rates on a portion of its euro-denominated and

yen-denominated

net asset investments. Under hedge accounting, the change in fair value of the derivative that relates to changes in the foreign currency spot rate are recorded in the currency translation adjustment in other comprehensive income and remain in accumulated other comprehensive loss in stockholders’ equity until the sale or substantial liquidation of the foreign operation. The difference between the interest rate received and paid under the interest rate cross-currency swap derivative agreement is recorded in interest income in the statement of operations.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

The Company’s foreign currency exchange contracts, interest rate cross-currency swap agreements and interest rate swap agreements designated as cash flow hedges included in the consolidated balance sheets are classified as follows (in millions):

		July 4, 2026								December 31, 2025
		Notional Value				Fair Value				Notional Value				Fair Value
Foreign currency exchange contracts:
Other current assets		$	43			$	1			$	39			$	—
Other current liabilities		$	9			$	—			$	19			$	—
Interest rate cross-currency swap agreements:
Other assets		$	900			$	17			$	20			$	—
Other liabilities (1)		$	380			$	22			$	880			$	50
Accumulated other comprehensive loss						$	(22	)						$	(54	)
Interest rate swap cash flow hedges:
Other assets		$	50			$	—			$	50			$	—
Other liabilities		$	100			$	1			$	100			$	2
Accumulated other comprehensive loss						$	(1	)						$	(2	)

(1)	Includes $ 18 million and $ 4 million classified as Other current liabilities and Other noncurrent liabilities in the consolidated balance sheets, respectively.

The following is a summary of the activity included in the consolidated statements of operations and statements of comprehensive (loss)/income related to the foreign currency exchange contracts, interest rate cross-currency swap agreements and interest rate swap agreements designated as cash flow hedges (in millions):

		Financial Statement Classification		Three Months Ended								Six Months Ended
		July 4, 2026				June 28, 2025				July 4, 2026				June 28, 2025
Foreign currency exchange contracts:
Realized losses on closed contracts		Cost of revenue		$	(3	)		$	(1	)		$	(4	)		$	(1	)
Unrealized gains on open contracts		Cost of revenue			—				1				—				—
Cumulative net pre-tax losses		Cost of revenue		$	(3	)		$	—			$	(4	)		$	(1	)
Interest rate cross-currency swap agreements:
Interest earned		Interest income		$	4			$	3			$	8			$	5
Unrealized gains (losses) on open contracts		Other comprehensive income (loss)		$	11			$	(56	)		$	32			$	(83	)
Interest rate swap cash flow hedges:
Unrealized gains (losses) on open contracts		Other comprehensive income (loss)		$	1			$	(1	)		$	2			$	(2	)

(1)	Unrealized (losses) gains on open contracts from interest rate cross-currency swap agreements fluctuated year over year primarily due to changes in foreign exchange rates, which resulted in period-to-period variability.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

Revenue Recognition

The Company recognizes revenue upon the transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company recognizes revenue on product sales at the time control of the product transfers to the customer. Certain of the Company’s customers have terms where control of the product transfers to the customer on shipment, while others have terms where control transfers to the customer on delivery.

Generally, the Company’s contracts for products include a performance obligation related to installation. In these situations, the product and installation are separate, distinct performance obligations as the installation is not complex and can be performed by other vendors. Revenue for the installation performance obligation is recognized separately upon the completion of installation.

For a limited number of arrangements involving products for which installation is complex, and significantly affects the customer’s ability to use and benefit from the product, revenue is recognized upon customer acceptance of the installed product.

All incremental costs of obtaining a contract are expensed as and when incurred if the expected amortization period of the asset that would have been recognized is one year or less. Shipping and handling costs are included as a component of cost of revenue. In situations where the control of the goods transfers prior to the completion of the Company’s obligation to ship the products to its customers, the Company has elected the practical expedient to account for the shipping services as a fulfillment cost. Accordingly, such costs are recognized when control of the related goods is transferred to the customer. The Company elected to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions and collected by the Company from a customer.

When arrangements include multiple performance obligations, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price, which requires judgement. The Company determines relative standalone selling prices using available information, including standalone sales, list prices and typical discounts offered to customers, as applicable. In developing these estimates, the Company considers past history, competition, billing rates of current services and other factors.

The Company has sales from standalone software, which are included in product revenue. These arrangements typically include software licenses and maintenance contracts, both of which the Company has determined are distinct performance obligations. The Company determines the amount of the transaction price to allocate to the license and maintenance contract based on the relative standalone selling price of each performance obligation. Software license revenue is recognized at the point in time when control has been transferred to the customer. The revenue allocated to the software maintenance contract is recognized on a straight-line basis over the maintenance period, which is the contractual term of the contract, as a time-based measure of progress best reflects the Company’s performance in satisfying this obligation. Unspecified rights to software upgrades are typically sold as part of the maintenance contract on a

when-and-if-available

basis.

Payment terms and conditions generally include a requirement of payment within 30 to 60 days. Prior to providing payment terms to customers, an evaluation of their credit risk is performed. Because the Company generally expects to receive payment within one year or less from the time control of a product or service is transferred to the customer, the Company does not generally adjust consideration for the effects of a significant financing component. Variable consideration, including rebates, sales discounts and returns, is estimated and recorded as a reduction to revenue in the same period the related revenue is recognized. These estimates are based on contractual terms, historical practices and current trends, and are adjusted as new information becomes available.

Service revenue includes (1) service and software maintenance contracts and (2) service calls (time and materials). Instrument service contracts and software maintenance contracts are typically annual or multi-year contracts, which are billed at the beginning of the contract or maintenance period. The amount of the service, and software maintenance contract is recognized on a straight-line basis to revenue over the service period, which is the contractual term of the contract, as a time-based measure of progress best reflects the Company’s performance in satisfying this obligation. There are no deferred costs associated with the service contract, as the cost of the service is recorded when the service is performed. Service calls are recognized to revenue at the time a service is performed.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

Stockholders’ Equity

In December 2024, the Company’s Board of Directors authorized the extension of its existing share repurchase program through January 21, 2028. The Company’s remaining authorization is $1.0 billion. The Company did not make any open market share repurchases in 2026 or 2025. The Company repurchased $14 million of the Company’s common stock related to the vesting of restricted stock units during both the six months ended July 4, 2026 and June 28, 2025. On February 9, 2026, upon completion of the acquisition of the BDS Business, the Company issued 38,542 thousand shares of Waters common stock to the BD shareholders.

Product Warranty Costs

The Company accrues estimated product warranty costs at the time of sale, which are included in cost of revenue in the consolidated statements of operations. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company’s warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. The amount of the accrued warranty liability is based on historical information, such as past experience, product failure rates, number of units repaired and estimated costs of material and labor. The liability is reviewed for reasonableness at least quarterly.

The following is a summary of the activity of the Company’s accrued warranty liability for the six months ended July 4, 2026 and June 28, 2025 (in millions):

		Balance at Beginning of Period				Accruals for Warranties				Settlements Made				Acquisitions				Balance at End of Period
Accrued warranty liability:
July 4, 2026		$	12			$	12			$	(14	)		$	11			$	21
June 28, 2025		$	12			$	3			$	(3	)		$	—			$	12

Restructuring

In the second quarter of 2026, the Company implemented a reduction in workforce that impacted approximately 3% of the Company’s employees. As a result, the Company incurred approximately $52 million of severance-related costs and paid $23 million of severance-related costs in connection with the workforce reduction during 2026. The accrued restructuring expense was approximately $29 million at July 4, 2026.

Recently Adopted Accounting Standards

There were no additions to the new accounting pronouncement adoptions as described in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2025. Other amendments to U.S. GAAP that have been issued by the Financial Accounting Standards Board (the “FASB”) or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

Recently Issued Accounting Standards

There were no additions to the new accounting pronouncements not yet adopted as described in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2025. Other amendments to U.S. GAAP that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

2 Revenue Recognition

The Company’s deferred revenue liabilities in the consolidated balance sheets consist of the obligation on instrument service contracts and customer payments received in advance, prior to transfer of control of the instrument. The Company records deferred revenue primarily related to its service contracts, where consideration is billable at the beginning of the service period.

The following is a summary of the activity of the Company’s deferred revenue and customer advances for the six months ended July 4, 2026 and June 28, 2025 (in millions):

		July 4, 2026				June 28, 2025
Balance at the beginning of the period		$	345			$	320
Deferred revenue acquired			149				—
Recognition of revenue included in balance at beginning of the period			(187	)			(202	)
Revenue deferred during the period, net of revenue recognized			296				303
Balance at the end of the period		$	603			$	421

Refer to Note 4, “Acquisitions” for further details for the amounts included as a result of the acquisition of the BDS Business.

The Company classified $108 million and $78 million of deferred revenue and customer advances in other long-term liabilities at July 4, 2026 and December 31, 2025, respectively.

The amount of unfulfilled performance obligations as of July 4, 2026, and the time such amounts are expected to be recognized in the future, is as follows (in millions):

		July 4, 2026
Unfulfilled performance obligations expected to be recognized in:
One year or less		$	509
13-24 months			70
25 months and beyond			38
Total		$	617

3 Inventories

Inventories are classified as follows (in millions):

		July 4, 2026				December 31, 2025
Raw materials		$	373			$	235
Work in progress			180				28
Finished goods			824				309
Total inventories		$	1,377			$	572

The Company acquired inventory with an estimated fair value of $979 million, inclusive of a $306 million fair value

step-up.

Refer to Note 4, “Acquisitions” for further details.

4 Acquisitions

On February 9, 2026, the Company completed the BDS Business Acquisition with an acquisition-date fair value of total consideration transferred of $13 billion, including the issuance of 38,542 thousand shares of Waters common stock. There is no contingent consideration related to this acquisition. As a result, upon completion of the BDS Business Acquisition, the Record Date BD Shareholders owned approximately 39.2% of the outstanding shares of

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

Waters common stock, and former Waters shareholders owned approximately 60.8%

of the outstanding shares of Waters common stock, in each case, on a fully diluted basis. The results of the BDS Business are included in the Company’s consolidated financial statements from the Closing Date.

The Company preliminarily allocated the purchase price of the BDS Business Acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the Closing Date. The purchase price allocation was based upon preliminary information and is subject to change if additional information about the facts and circumstances that existed at the Closing Date becomes available. The Company is in the ongoing process of conducting a valuation of the assets acquired and liabilities assumed related to the BDS Business Acquisition. As a result, the preliminary amounts recognized may be adjusted during the measurement period (not to exceed one year from the Closing Date) as additional information about facts and circumstances that existed as of the Closing Date becomes available. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

The following table represents the total consideration paid by Waters as of the Closing (in millions, except share data and exchange ratio):

		Amount
Number of fully diluted shares of Company common stock immediately prior to the BDS Business Acquisition (a)			60,075
Share issuance ratio			0.64474
Number of shares of Company common stock issued to BD shareholders as a result of the BDS Business Acquisition			38,733
Less: SpinCo Make Whole Awards (b)			(191	)
Number of shares of Company common stock issued to BD common stockholders			38,542
Company common stock price (c)			332.29
Fair value of Company common stock issued		$	12,807
Fair value of share-based compensation awards issued to SpinCo Business Employees related to pre-combination services (d)			28
Estimated net working capital adjustment			121
Financing fees paid on behalf of SpinCo			5
Total BDS Business Acquisition consideration		$	12,961

(a)	The following table represents the number of fully diluted shares of the Company’s common stock:

		Amount
Number of shares of Company common stock issued and outstanding (excluding Company common stock held in treasury)			59,560
Number of shares of Company common stock issued upon conversion of Company equity awards			515
Number of fully diluted shares of Company common stock immediately prior to the BDS Business Acquisition			60,075

(b)	The number of shares of Company common stock underlying the Company’s restricted stock unit awards (the “Waters RSU Awards”) and the Company’s stock appreciation right awards (the “Waters SAR Awards”) that were awarded in respect of BD awards, pursuant to the Employee Matters Agreement, based on BD awards outstanding.

(c)	Represents the opening price per share of the Company’s common stock as reported by the New York Stock Exchange on February 9, 2026.

(d)

Consideration for replacement of outstanding equity awards of BD held by employees of Conveying Businesses. All outstanding BD stock appreciation right awards (whether vested or unvested) held by an employee of SpinCo of a Conveying Business as of immediately prior to the Distribution Time was converted, as of the Effective Time, into Waters SAR Awards and all BD time-based restricted stock unit awards and BD performance-based restricted stock unit awards held by an employee of SpinCo of a Conveying Business as of immediately prior to the Distribution Time were converted, as of the Effective Time, into Waters RSU Awards as set forth in the Employee Matters Agreement. A portion of the fair value of equity awards held by employees of SpinCo associated with Conveying Businesses and replaced as a result of the BDS Business Acquisition represents consideration transferred because it relates to services rendered by such BDS Business employees to BD prior to the BDS Business Acquisition. This amount is calculated based on the ratio of the pre-combination service period (from the grant date until the Closing Date) to the longer of the original total service period or the modified service period, if any, multiplied by the fair value of the BD awards (the number of BD awards multiplied by the BD share price on the Closing Date). The Company has incurred compensation expense of $ 7 million related to services from the Closing Date through July 4, 2026.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

The assets and liabilities of the Deferred Close Businesses did not legally transfer as of the Closing and are excluded from purchase accounting as of the Closing Date. The Company transferred $129 million of consideration as of the Closing for the Deferred Close Businesses, which was recorded as a prepaid deposit asset on the opening balance sheet as of February 9, 2026, representing the future transfer of a business to the Company. The fair value of the prepaid deposit was preliminarily determined using a relative fair value allocation of the total consideration transferred, based on the proportion of the estimated fair value of the Deferred Close Businesses to the aggregate estimated fair values of all identifiable assets acquired and liabilities assumed.

The prepaid deposit asset is recorded in Other assets in the consolidated balance sheets as of July 4, 2026.

During the three months ended July 4, 2026, the Company reassessed its estimates and inputs as new information about facts and circumstances that existed as of the Closing Date became known. As a result, the Company recorded a $95 million net increase in goodwill as a measurement period adjustment. The increase to goodwill consists principally of a $75 million increase resulting from changes in estimates including jurisdictional deferred tax items and the tax impact of pre-tax measurement period adjustments, a $16 million net decrease in long-term net assets, primarily long-term lease liabilities as well as a net decrease in net working capital of $4 million. The cumulative impact of these measurement period adjustments on the income statement, had those adjustments been made as of the acquisition date, was considered immaterial.

The following table presents the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the Closing Date, inclusive of measurement period adjustments (in millions):

Purchase Price
BDS Business Acquisition Consideration		$	12,961
Less: Prepaid deposit asset for Deferred Close Businesses			(129	)
Net consideration			12,832
Identifiable Net Assets Acquired
Assets
Cash and cash equivalents			144
Accounts receivable			387
Inventories			979
Other current and non-current assets			225
Property, plant and equipment			899
Intangible assets			8,384
Operating lease assets			296
Liabilities
Accounts payable and accrued expenses			(321	)
Notes payable and debt			(4,000	)
Deferred revenue and customer advances			(119	)
Operating lease liabilities			(296	)
Other current and non-current liabilities			(197	)
Deferred tax liabilities			(1,637	)
Net Assets Acquired			4,744
Goodwill		$	8,088
Net consideration		$	12,832

The fair value estimates for identifiable intangible assets are preliminary and were valued with input from valuation specialists. The Company used variations of the income approach, which uses Level 3 inputs, in determining the fair value of intangible assets acquired in the BDS Business Acquisition. Specifically, the fair values of trade names and developed technology are valued using royalty-based methodologies and customer relationships are valued based on a multi-period excess earnings method, each of which incorporates assumptions and methods suitable for estimating the future economic benefits of these assets. The estimated fair value of the intangible assets is preliminary, subject to change and could vary materially from the final valuations.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

The details of the purchase price allocated to the intangible assets acquired and the estimated useful lives are as follows (in millions):

		Amount				Weighted-Average Life
Developed technology – Biosciences		$	987				9 years
Developed technology – Diagnostics			901				8 years
Customer relationships – Biosciences			3,390				15 years
Customer relationships – Diagnostics			2,875				15 years
Trade name – Biosciences			107				8 years
Trade name – Diagnostics			124				8 years
Total		$	8,384				13 years

The excess of the total consideration transferred over the fair value of the identifiable net assets resulted in the recognition of goodwill. The

Company

allocated $

8.1

billion of the purchase price to goodwill, which is primarily

non-deductible

for tax purposes, in the amounts of $

3.9

billion, $

3.3

billion, and $

0.9

billion to the Biosciences, Advanced Diagnostics and Analytical Sciences & Materials reportable segments, respectively. The goodwill arising from the BDS Business Acquisition consists largely of the value of intangible assets that do not qualify for separate recognition such as workforce in place and cash flows from the expected synergies associated with the integration of acquired technology, distribution channels and products with the Company’s products, which are higher than if the acquired companies’ technology, customer access or products were utilized on a stand-alone basis.

The details of the preliminary fair value allocated to the property, plant and equipment acquired are as follows (in millions):

		Amount
Land and land improvements		$	48
Buildings and leasehold improvements			309
Production and other equipment			350
Construction in progress			73
Placed instruments at customers			119
Total		$	899

The useful lives of the acquired property, plant and equipment are consistent with the Company’s accounting policies for property, plant and equipment and asset impairments, as disclosed in its Annual Report on Form

10-K,

and no material changes to such policies were made as a result of the BDS Business Acquisition.

Additionally, a liability arising for contingent warranty obligations of $11 million has been recognized in accordance with Accounting Standards Codification (“ASC”) 450,

Contingencies

, for expected warranty claims on products sold by the BDS Business.

The notes payable and debt of $4.0 billion assumed at the Closing Date of the BDS Business Acquisition were valued using a discounted cash flow model to estimate the amount that a market participant would pay to transfer an identical liability. Refer to Note 6, “Debt” for further information.

During the three and six months ended July 4, 2026, the Company’s consolidated results included revenue of $817 million and $1.3

b

illion, respectively, and a loss before taxes of $203 million and $326

million, respectively, since the Closing Date of the BDS Business Acquisition. The Company also incurred transaction, financing and other internal costs of approximately

$1

million and $58 million during the three and six months ended July 4, 2026, respectively, in connection with the Company’s acquisition of the BDS Business, which are primarily recorded in selling and administrative expenses in the consolidated statement of operations.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

Unaudited Pro Forma Financial Information

The following unaudited pro forma information is presented for illustrative purposes only. It is not necessarily indicative of the actual results of operations that actually would have been realized had the entities been a single company as of January 1, 2025 or the future operating results of the combined entity. The unaudited pro forma information does not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies that may be associated with the BDS Business Acquisition. The unaudited pro forma information also does not include any integration costs that the Company may incur related to the BDS Business Acquisition as part of combining the operations of the companies.

The following unaudited pro forma information shows the results of the Company’s operations for the six months ended July 4, 2026 and June 28, 2025, as if the BDS Business Acquisition had occurred on January 1, 2025 (in millions):

		July 4, 2026				June 28, 2025
Revenue		$	3,185			$	3,008
Net loss			(201	)			(115	)

To reflect the BDS Business Acquisition as if it had occurred on January 1, 2025, the unaudited pro forma information includes adjustments to reflect, among other things, corporate allocations, incremental intangible asset amortization to be incurred based on the values of each identifiable intangible asset of the BDS Business and the interest expense from debt financings associated with the BDS Business Acquisition. Pro forma adjustments were tax effected at an estimated effective tax rate for the respective periods.

5 Goodwill and Other Intangibles

The carrying amount of goodwill was $9.4 billion and $1.3 billion at July 4, 2026 and December 31, 2025, respectively. The following is a reconciliation of goodwill by business segment for the six months ended July 4, 2026 (dollars in millions):

		Analytical & Materials Sciences				Biosciences				Advanced Diagnostics				Total
Goodwill as of December 31, 2025		$	1,340			$	—			$	—			$	1,340
Goodwill reclassification			(101	)			—				101				—
BDS Business Acquisition			870				3,888				3,330				8,088
Currency translation			(4	)			(1	)			(2	)			(7	)
Goodwill as of July 4, 2026			2,105				3,887				3,429			$	9,421

The Company allocated goodwill across each reporting segment based upon preliminary information and is subject to change if additional information about the facts and circumstances that existed at the Closing Date becomes available. Refer to Note 4, “Acquisitions” for further details for the amounts included in goodwill as a result of the acquisition of the BDS Business Acquisition.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

The Company’s intangible assets included in the consolidated balance sheets are detailed as follows (dollars in millions):

		July 4, 2026																December 31, 2025
		Gross Carrying Amount				Accumulated Amortization				Weighted- Average Amortization Period								Gross Carrying Amount				Accumulated Amortization				Weighted- Average Amortization Period
Capitalized software		$	789			$	629				5				years			$	794			$	623				5				years
Purchased intangibles			9,000				688				13				years				632				296				10				years
Trademarks			10				—												10				—
Licenses			16				12				6				years				16				12				7				years
Patents and other intangibles			136				101				8				years				135				97				8				years
Total		$	9,951			$	1,430				12				years			$	1,587			$	1,028				7				years

The Company capitalized $12 million and $32 million of intangible assets for the three months ended July 4, 2026, and June 28, 2025, respectively, and $8.4 billion and $52 million in the six months ended July 4, 2026, and June 28, 2025, respectively. The gross carrying value of intangible assets and accumulated amortization for intangible assets decreased by $39 million and $30 million, respectively, for the six months ended July 4, 2026 due to the effects of foreign currency translation. Amortization expense for intangible assets was $266 million and $29 million for the three months ended July 4, 2026 and June 28, 2025, respectively. Amortization expense for intangible assets was $437 million and $57 million for the six months ended July 4, 2026 and June 28, 2025, respectively.

Estimated annual amortization expense for intangible assets for the next five years is as follows (dollars in millions):

		Annual Expense
2026			951
2027			1,096
2028			979
2029			807
2030			803

Refer to Note 4, “Acquisitions” for further details for the amounts included in intangible assets, net as a result of the BDS Business Acquisition.

6 Debt

As of July 4, 2026, the Company had a total of $

5.1

billion in outstanding debt, which consisted of $

3.5

billion in outstanding Senior Notes, $

0.5

billion borrowed under the Term Loan tranche of the SpinCo Credit Agreement, $

0.3

billion borrowed under its Revolving Credit Facility and $0.9 billion in outstanding senior unsecured notes. The Company’s net debt borrowings as of July 4, 2026 were $

million higher than as of June 28, 2025, which reflects the proceeds from new debt issuances of $

3.7

billion and payments on debt of $

4.0

billion. These changes in outstanding debt balances over these periods are attributable to the funding of the cash distribution paid to BD in connection with the BDS Business Acquisition and certain debt repayments in 2025 and 2026.

Senior Notes

On March 23, 2026, SpinCo Corporation issued senior notes (the “Senior Notes”) in the aggregate principal amount of

$

3.5

billion. Net proceeds from the offering of the Senior Notes, together with cash on hand, were used by the Company to repay $

3.5

billion of indebtedness outstanding under the SpinCo Delayed Draw Term Loan. The obligations of SpinCo under the Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees”) by the Company and certain subsidiaries of the Company

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

that also guarantee the Company’s existing credit facilities (the “Subsidiary Guarantors” and, together with the Company, the “Guarantors”). The Company issued the following outstanding Senior Notes as of July 4, 2026 (in millions):

Senior Notes		Term		Interest Rate		Maturity Date		Aggregate Principal
2027 Notes		1.5 years		4.321%		September 23, 2027		$	650
2029 Notes		3 years		4.398%		March 23, 2029			600
2031 Notes		5 years		4.656%		March 23, 2031			750
2033 Notes		7 years		4.945%		March 23, 2033			750
2036 Notes		10 years		5.245%		March 23, 2036			750

The Senior Notes require payment of principal at maturity and interest semi-annually in cash and in arrears on March 23 and September 23 of each year, commencing on September 23, 2026. The Notes and the Guarantees were issued pursuant to that certain Indenture, dated as of March 23, 2026 (the “Base Indenture”), by and among SpinCo, the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of March 23, 2026 (the “First Supplemental Indenture” and the Base Indenture as so supplemented, the “Indenture”), by and among SpinCo, the Guarantors and the Trustee. The Indenture contains certain covenants and restrictions, including covenants that (i) limit the Company’s and its subsidiaries’ ability to create or incur certain liens, (ii) limit the Company’s and its subsidiaries’ ability to enter into certain sale leaseback transactions and (iii) require SpinCo and the Guarantors to satisfy certain conditions in order to merge or consolidate with another entity. The Indenture also provides for customary events of default. SpinCo may redeem any series of Notes (other than the 2027 Notes) at its option, in whole or in part, at any time and from time to time, at the redemption prices and on the terms and conditions set forth in the Indenture. If the Company experiences certain change of control triggering events, holders of the Senior Notes may require SpinCo to repurchase all or part of their Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

As of July 4, 2026, the Company had a total of $3.5 billion of outstanding Senior Notes. Additionally, the Company capitalized debt issuance costs of $23 million, which are deferred and will be amortized to interest expense over the respective term of each of the Senior Notes.

SpinCo Term Loan

In connection with the BDS Business Acquisition, on January 8, 2026, SpinCo entered into a Term Loan Credit Agreement with the lenders named therein, Barclays Bank PLC, as administrative agent (the “Agent”), and the other parties party thereto (the “SpinCo Credit Agreement”). On February 6, 2026 (the “Funding Date”), SpinCo borrowed $4.0 billion of unsecured term loans under the SpinCo Credit Agreement, consisting of a $3.5 billion tranche which will mature and be payable in full 364 days after the Funding Date (“SpinCo Delayed Draw Term Loan”) and a $500 million tranche which will mature and be payable in full on the second anniversary of the Funding Date (“SpinCo Term Loan”). Upon consummation of the BDS Business Acquisition, all of this indebtedness was assumed by the Company. The $3.5 billion of proceeds from the Senior Notes were used by the Company to repay the $3.5 billion principal balance on the SpinCo Delayed Draw Term Loan in March 2026.

The SpinCo Term Loan has a maturity date of February 4, 2028. The borrowings under the SpinCo Term Loan bears interest at a fluctuating rate per annum equal to, at SpinCo’s option, an alternate base rate or Term SOFR rate, in each case, plus an applicable margin calculated based on Waters’ public debt ratings. The applicable margin ranges from 87.5 basis points to 135 basis points per annum over Term SOFR and 0 basis points to 35 basis points per annum over the alternate base rate. As of July 4, 2026, the SpinCo Term Loan had $450 million outstanding.

Bridge Facility

Concurrently with the execution of the merger agreement related to the BDS Business Acquisition (the “Merger Agreement”), the Company and a financial institution executed a

364-day

bridge facility commitment letter, pursuant to which such financial institution committed to provide bridge financing of $1.8 billion to fund dividends, fees and expenses related to the transactions contemplated by the Merger Agreement, on the terms and conditions set forth therein. The bridge facility was cancelled on the closing date of the BDS Business Acquisition. As a result of the cancellation of the bridge facility, the remaining financing costs of $3 million that were being amortized over the term of the bridge facility were recorded as interest expense in March 2026.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

Revolving Credit Facility

The Company has a five-year, $1.8 billion revolving credit facility (the “Revolving Credit Facility”) that matures in May 2030. As of July 4, 2026 and December 31, 2025, the Revolving Credit Facility had a total of $0.3 billion and $0.1 billion outstanding.

Interest on borrowings under the Revolving Credit Facility will accrue at an applicable rate equal to either Term SOFR plus an applicable spread or an alternate base rate plus an applicable spread, in each case based on the lower of the applicable rates determined pursuant to the credit agreement governing the Revolving Credit Facility (the “RCF Credit Agreement”) and based on the Company’s leverage ratio (determined as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to the RCF Credit Agreement) or, when established, the Company’s public debt ratings by certain credit rating agencies applicable on such date. These applicable spreads range from 80 basis points to 112.5 basis points over Term SOFR and 0 basis points to 12.5 basis points over the alternate base rate, in each case, as determined in accordance with the RCF Credit Agreement. The Company has agreed to pay a facility fee at specified rates based on either its leverage ratio (determined as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to the RCF Credit Agreement) or the Company’s public debt ratings applicable on such date, as applicable, ranging from 7.5 basis points to 22.5 basis points per annum, on the aggregate commitments of the lenders. The facility fee is payable on a quarterly basis. The Company has the right to prepay borrowings under the Revolving Credit Facility at any time, in whole or in part and without premium or penalty (other than, if applicable, any breakage costs). The Company may also reduce its commitments under the Revolving Credit Facility at any time.

The Revolving Credit Facility contains affirmative and negative covenants, including limitations on subsidiary debt, liens, sale and leaseback transactions, mergers and certain restrictive agreements, as well as a financial covenant to not permit a leverage ratio as of the end of any fiscal quarter to exceed 3.50 to 1.00 (which may be increased to 4.25 to 1.00 at the Company’s election as of the last day of the fiscal quarter during which the Company’s closing of a material acquisition for which the aggregate consideration involves cash in the amount of $500 million or more) and a financial covenant to not permit an interest coverage ratio as of the end of any fiscal quarter for the period of four consecutive fiscal quarters then ended to be less than 3.50 to 1.00. The Revolving Credit Facility contains certain representations, warranties and events of default (which are, in some cases, subject to certain exceptions, thresholds and grace periods) including, but not limited to,

non-payment

of principal and interest, failure to perform or observe covenants, breaches of representations and warranties and certain bankruptcy-related events.

Senior Unsecured Notes

As of July 4, 2026 and December 31, 2025, the Company had a total of $0.9 billion and $1.3 billion of outstanding senior unsecured notes. Interest on the fixed rate senior unsecured notes is payable semi-annually each year. The Company may prepay all or some of the senior unsecured notes at any time in an amount not less than 10% of the aggregate principal amount outstanding. In the event of a change in control of the Company (as defined in the note purchase agreement), the Company may be required to prepay the senior unsecured notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. These senior unsecured notes require that the Company comply with an interest coverage ratio test of not less than 3.50:1 for any period of four consecutive fiscal quarters and a leverage ratio test of not more than 3.50:1 as of the end of any fiscal quarter. In addition, these senior unsecured notes include customary negative covenants, affirmative covenants, representations and warranties and events of default.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

The Company had the following outstanding debt at July 4, 2026 and December 31, 2025 (in millions):

		July 4, 2026				December 31, 2025
Senior unsecured notes - Series K - 3.44%, due May 2026		$	—			$	160
Senior unsecured notes - Series L - 3.31%, due September 2026			200				200
Senior unsecured notes - Series N - 1.68%, due March 2026			—				100
Total notes payable and debt, current			200				460
Senior unsecured notes - Series M - 3.53%, due September 2029			300				300
Senior unsecured notes - Series O - 2.25%, due March 2031			400				400
Senior unsecured notes - Series P - 4.91%, due May 2028			—				50
Senior unsecured notes - Series Q - 4.91%, due May 2030			—				50
SpinCo Term Loan - due February 2028			450				—
Senior Notes - 4.32% - due September 2027			650				—
Senior Notes - 4.40% - due March 2029			600				—
Senior Notes - 4.66% - due March 2031			750				—
Senior Notes - 4.95% - due March 2033			750				—
Senior Notes - 5.25% - due March 2036			750				—
Credit agreement			260				150
Unamortized debt issuance costs			(24	)			(3	)
Total long-term debt			4,886				947
Total debt		$	5,086			$	1,407

As of July 4, 2026 and December 31, 2025, the Company had a total amount available to borrow under the Revolving Credit Facility of $1.5 billion and $1.6 billion, after outstanding letters of credit, respectively. The weighted-average interest rates applicable to the Senior Notes, senior unsecured notes and credit agreement borrowings collectively were 4.44% and 3.35% at July 4, 2026 and December 31, 2025, respectively. As of July 4, 2026, the Company was in compliance with all debt covenants.

Foreign Lines of Credit

The Company and its foreign subsidiaries also had available short-term lines of credit totaling $110 million and $110 million at July 4, 2026 and December 31, 2025, respectively, for the purpose of short-term borrowing and issuance of commercial guarantees. None of the Company’s foreign subsidiaries had outstanding short-term borrowings as of July 4, 2026 or December 31, 2025.

7 Income Taxes

The Company’s effective tax rates for the second quarter and first half of 2026 were 3.5% and 9.2%, respectively, compared to 17.2% and 16.2% for the second quarter and first half of 2025, respectively. The change between the effective tax rates can primarily be attributed to the impact of discrete tax benefits, primarily transaction and restructuring costs, in the current period and differences in the proportionate amounts of

pre-tax

income, due to the BDS Business Acquisition, recognized in jurisdictions with different effective tax rates.

Effective in 2024, various foreign jurisdictions began implementing aspects of the guidance issued by the Organization for Economic

Co-operation

and Development related to the new Pillar Two system of global minimum tax rules. These changes in tax law did not have a material impact on the Company’s financial position, results of operations and cash flows for the period ended July 4, 2026. The Company continues to monitor the adoption of the Pillar Two rules in additional jurisdictions.

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act, (“OBBBA”), enacting changes to the United States federal tax code, including adjustments to effective tax rates on certain types of income and certain deduction limitations. The OBBBA did not have a material impact on the Company’s financial position, results of operations and cash flows for the period ended July 4, 2026.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

8 Litigation

From time to time, the Company and its subsidiaries are involved in various litigation matters arising in the ordinary course of business. The Company believes it has meritorious arguments in its current litigation matters and believes any outcome, either individually or in the aggregate, will not be material to the Company’s financial position, results of operations or cash flows. No litigation provisions were recorded and no litigation payments were made by the Company during the six months ended July 4, 2026 and June 28, 2025.

9 Leases

As of July 4, 2026, the Company had lease agreements that expire at various dates through 2035, with a weighted-average remaining lease term of 9.5 years. Rental expense was $20 million and $10 million for the three months ended July 4, 2026, and June 28, 2025, respectively, and $31 million and $20 million six months ended July 4, 2026, and June 28, 2025, respectively. As of July 4, 2026, the weighted-average discount rate used to determine the present value of lease liabilities was 4.13%.

During the three and six months ended July 4, 2026, cash paid for amounts included in the measurement of lease liabilities in operating activities in the statement of cash flows was

$

million, and $

million, respectively. The Company recorded a $

million and $

million increase in

right-of-use

assets in exchange for new operating lease liabilities

for the three months ended July 4, 2026 and June 28, 2025. The Company recorded a $13 million and $5 million increase in right-of-use assets in exchange for new operating lease liabilities for the six months ended July 4, 2026 and June 28, 2025.

The Company’s

right-of-use

lease assets and lease liabilities included in the consolidated balance sheets are classified as follows (in millions):

		Financial Statement Classification		July 4,				December 31,
		2026				2025
Assets:
Property operating lease assets		Operating lease assets		$	321			$	44
Automobile operating lease assets		Operating lease assets			45				36
Total lease assets		Operating lease assets		$	366			$	81
Liabilities:
Current operating lease liabilities		Current operating lease liabilities		$	51			$	31
Long-term operating lease liabilities		Long-term operating lease liabilities			317				53
Total lease liabilities		Long-term operating lease liabilities		$	368			$	84

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

The Company acquired Operating lease assets and Current operating lease liabilities with an estimated

fair value of $296 million, respectively. Refer to Note 4, “Acquisitions” for further details.

Undiscounted future minimum rents payable as of July 4, 2026 under

non-cancelable

leases with initial terms exceeding one year reconcile to lease liabilities included in the consolidated balance sheet as follows (in millions):

2026		$	40
2027			59
2028			50
2029			44
2030			37
2031 and thereafter			225
Total future minimum lease payments			454
Less: amount of lease payments representing interest			(86	)
Present value of future minimum lease payments			368
Less: current operating lease liabilities			(51	)
Long-term operating lease liabilities		$	317

10 Other Commitments and Contingencies

In connection with the BDS Business Acquisition, the Company entered into a TSA with BD, under which the Company receives certain back-office and fulfillment support services, including finance, accounting, information technology, human resources and other administrative functions. The TSA is intended to provide continuity of operations during the post-transaction integration for a period of up to three years at an annual cost of approximately $

90 million. The Company has

incurred approximately

$

million of TSA costs for the

six

months ended July

,

2026

. The majority of the TSA costs are included in selling and administrative expenses in the accompanying consolidated statement of operations.

The Company licenses certain technology and software from third parties in the ordinary course of business. The Company reviews its third party license and software arrangements in accordance with the accounting standards for

internal-use

software and hosting arrangements, including identifying service contracts and capitalizing certain implementation costs. Future minimum fees payable under existing technology and software license agreements as of July 4, 2026 are $59 million for the years ended December 31, 2026 and thereafter. The software license agreements are long-term contracts and are not cancellable by the Company until the expiration of their initial term. The amounts owed under these contracts are included in both other assets and other long-term liabilities on the Company’s consolidated balance sheet as of July 4, 2026. In December 2024, the Company’s Board of Directors approved the implementation of a new worldwide enterprise resource planning system (“ERP”). The Company anticipates spending approximately $130 million on the ERP implementation, of which $93

million has been spent since the project’s inception through the second quarter of 2026. The Company expects to use existing cash and its credit facility to fund the ERP implementation. The Company has incurred

$

million of capitalized costs included in other assets and $

million of operating costs included in the consolidated statement of operations for the ERP system implementation through July

,

2026

.

The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to its current products, as well as claims relating to property damage or personal injury resulting from the performance of services by the Company or its subcontractors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Historically, the Company’s costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and management accordingly believes the estimated fair value of these agreements is immaterial.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

11 Earnings Per Share

Basic and diluted EPS calculations are detailed as follows (in millions, except per share data):    

		Three Months Ended July 4, 2026
		Net loss				Weighted-Average Shares (1)				Per Share
		(Numerator)				(Denominator)				Amount
Net loss per basic common share		$	(136	)			98,204			$	(1.39	)
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities			—				—				—
Net loss per diluted common share		$	(136	)			98,204			$	(1.39	)

(1)	Includes issuance of 38,542 thousand shares of Waters common stock related to the BDS Business Acquisition.

		Three Months Ended June 28, 2025
		Net income				Weighted- Average Shares				Per Share
		(Numerator)				(Denominator)				Amount
Net income per basic common share		$	147				59,515			$	2.47
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities			—				141				—
Net income per diluted common share		$	147				59,656			$	2.47

		Six Months Ended July 4, 2026
		Net loss				Weighted-Average Shares (1)				Per Share
		(Numerator)				(Denominator)				Amount
Net loss per basic common share		$	(208	)			90,041			$	(2.31	)
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities			—				—				—
Net loss per diluted common share		$	(208	)			90,041			$	(2.31	)

(1)	Includes issuance of 38,542 thousand shares of Waters common stock related to the BDS Business Acquisition.

		Six Months Ended June 28, 2025
		Net income				Weighted- Average Shares				Per Share
		(Numerator)				(Denominator)				Amount
Net income per basic common share		$	268				59,478			$	4.51
Effect of dilutive stock option, restricted stock, performance stock unit and restricted stock unit securities			—				208				(0.01	)
Net income per diluted common share		$	268				59,686			$	4.50

The Company had 177 thousand and 234 thousand stock options that were antidilutive due to having higher exercise prices than the Company’s average stock price during the three and six months ended July 4, 2026, respectively. For the three and six months ended June 28, 2025, the Company had 92 thousand and 73 thousand stock options that were antidilutive. These securities were not included in the computation of diluted EPS. The effect of dilutive securities was calculated using the treasury stock method.

Table of Contents

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

12 Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are detailed as follows (in millions):

		Currency Translation				Unrealized Income on Retirement Plans				Unrealized Loss on Derivative Instruments				Accumulated Other Comprehensive Loss
Balance at December 31, 2025		$	(125	)		$	2			$	(2	)		$	(125	)
Other comprehensive loss, net of tax			(35	)			—				(6	)			(41	)
Balance at July 4, 2026		$	(160	)		$	2			$	(8	)		$	(166	)

13 Business Segment Information

The accounting standards for segment reporting establish standards for reporting information about operating segments in annual financial statements and require selected information for those segments to be presented in interim financial reports of public business enterprises. They also establish standards for related disclosures about products and services, geographic areas and major customers. The Company’s

Chief Executive Officer

is the chief operating decision maker (“CODM”). As a result of the BDS Business Acquisition, the Company reorganized its operating segment structure into four operating segments: Analytical Sciences; Materials Sciences; Biosciences and Advanced Diagnostics, which are evaluated by the CODM. For financial reporting purposes, the Analytical Sciences (formerly the Waters Division, excluding the Waters Clinical business) and Materials Sciences (formerly the TA Division) operating segments have been aggregated into a single reportable segment. Biosciences and Advanced Diagnostics each represent separate reportable segments, resulting in three reportable segments. In connection with this change, prior period information has been recast to conform to the current presentation, including the reclassification of the Waters Clinical business into the Advanced Diagnostics segment.

The Analytical Sciences operating segment is primarily in the business of designing, manufacturing, selling and servicing LC and MS instruments, columns and other precision chemistry consumables that can be integrated and used along with other analytical instruments. The Materials Sciences operating segment is primarily in the business of designing, manufacturing, selling and servicing thermal analysis, rheometry and calorimetry instruments. These two operating segments have similar economic characteristics; product processes; products and services; types and classes of customers; methods of distribution; and regulatory environments. Because of these similarities, the two segments have been aggregated into one reporting segment for financial statement purposes.

The Biosciences business offers a comprehensive portfolio of instruments, software and informatics, reagents, and single cell multiomics solutions, supporting the advanced analysis of cell populations for use in fields such as immunology, oncology, and infectious disease research. Its products are used by a broad range of customers, including academic and government institutions, pharmaceutical and biotechnology companies, and clinical laboratories. In addition to supporting basic research, the business provides essential tools that facilitate drug discovery and development, contributing to advancements in precision medicine, as well as tools for clinical diagnostics. Biosciences operates through a common global commercial infrastructure that includes a specialized sales force, technical application specialists and channel partners dedicated to serving the life sciences market. The Biosciences business represents a reporting segment for financial statement purposes.

The Advanced Diagnostics business provides a broad range of diagnostic instrumentation, assays, consumables, automation, and informatics that support the detection, identification and drug susceptibility testing of infectious disease organisms. Key areas of focus are sepsis, tuberculosis, sexually transmitted infections, healthcare associated infections, women’s health conditions, and cervical cancer screening. The Advanced Diagnostics portfolio employs several technologies and innovations, centered across three key areas, microbiology solutions molecular diagnostics platforms, and diagnostic testing performed near the patient to deliver rapid results that can inform immediate care decisions in decentralized healthcare settings. These technologies serve a global customer base of hospitals, clinical laboratories, public health agencies and integrated delivery networks. The Advanced Diagnostics business plays a central role in improving clinical workflows, enhancing diagnostic accuracy, and supporting timely treatment decisions. The Advanced Diagnostics business represents a reporting segment for financial statement purposes.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

Revenues for the Company’s products

and

services are as

follows

for the three and six months ended July 4, 2026 and June 28, 2025 (in millions):

		Three Months Ended								Six Months Ended
		July 4, 2026				June 28, 2025				July 4, 2026				June 28, 2025
Revenues:
Instrument systems		$	455			$	308			$	831			$	571
Consumables			765				165				1,308				303
Service			425				298				773				559
Total revenues		$	1,645			$	771			$	2,912			$	1,433

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

Revenues are attributable to geographic areas based on the region

of

destination. Geographic revenues information is presented below for the three and six months ended July 4, 2026 and June 28, 2025 (in millions): 

		Three Months Ended
		July 4, 2026
		Analytical & Materials Sciences				Biosciences				Advanced Diagnostics				Total Revenues
Revenues:
Asia:
China		$	118			$	48			$	40			$	206
Asia Other			156				33				55				244
Total Asia			274				81				95				450
Americas:
United States			226				149				195				570
Americas Other			47				26				47				120
Total Americas			273				175				242				690
Europe			209				112				184				505
Total net revenues		$	756			$	368			$	521			$	1,645
		Three Months Ended
		June 28, 2025
		Analytical & Materials Sciences				Biosciences				Advanced Diagnostics				Total Revenues
Revenues:
Asia:
China		$	107			$	—			$	10			$	117
Asia Other			145				—				4				149
Total Asia			252				—				14				266
Americas:
United States			210				—				19				229
Americas Other			45				—				6				51
Total Americas			255				—				25				280
Europe			202				—				23				225
Total net revenues		$	709			$	—			$	62			$	771

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

		Six Months Ended
		July 4, 2026
		Analytical & Materials Sciences				Biosciences				Advanced Diagnostics				Total Revenues
Revenues:
Asia:
China		$	218			$	75			$	66			$	359
Asia Other			289				57				95				441
Total Asia			507				132				161				800
Americas:
United States			430				239				316				985
Americas Other			89				44				77				210
Total Americas			519				283				393				1,195
Europe			416				185				316				917
Total net revenues		$	1,442			$	600			$	870			$	2,912
		Six Months Ended
		June 28, 2025
		Analytical & Materials Sciences				Biosciences				Advanced Diagnostics				Total Revenues
Revenues:
Asia:
China		$	188			$	—			$	20			$	208
Asia Other			270				—				9				279
Total Asia			458				—				29				487
Americas:
United States			410				—				35				445
Americas Other			82				—				9				91
Total Americas			492				—				44				536
Europe			368				—				42				410
Total net revenues		$	1,318			$	—			$	115			$	1,433

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

Revenues for the Company recognized at a point in time versus over time are as

follows

for the three and six months ended July 4, 2026 and June 28, 2025 (in millions): 

		Three Months Ended								Six Months Ended
		July 4, 2026				June 28, 2025				July 4, 2026				June 28, 2025
Net revenues recognized at a point in time:
Instrument systems		$	455			$	308			$	831			$	571
Consumables			765				165				1,308				303
Service revenues recognized at a point in time (time & materials)			120				100				221				181
Total net revenues recognized at a point in time			1,340				573				2,360				1,055
Net revenues recognized over time:
Service and software maintenance revenues recognized over time (contracts)			305				198				552				378
Total net revenues		$	1,645			$	771			$	2,912			$	1,433

The Company’s segment performance measure is operating income excluding certain corporate expenses and other adjustments that are not considered part of ordinary operations, which is used by the Company’s CODM when assessing performance and allocating capital and resources to its business. These amounts are included in the reconciliation of segment operating income below. Prior period segment expense amounts have been recast to conform to the current year presentation. The CODM does not receive any asset information by business segment and, as such, Waters does not report asset information by business segment.

Significant segment expenses are presented in the Company’s consolidated statements of operations. Additional disaggregated significant segment expenses, that are not separately presented on the Company’s consolidated statements of operations, are presented below. Certain significant segment expenses were recast as a result of the Company’s segment reorganization.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

The following table includes the significant segment expenses that are regularly provided to the CODM and a reconciliation of segment operating income for the three and six months ended July 4, 2026 and June 28, 2025 (in millions):

		Three Months Ended
		July 4, 2026
		Analytical & Materials Sciences				Biosciences				Advanced Diagnostics				Total
Total revenues, net		$	756			$	368			$	521			$	1,645
Less:
Labor costs within selling and administrative and research and development expenses			(147	)			(62	)			(84	)			(293	)
Material purchases			(123	)			(54	)			(59	)			(236	)
Labor costs within product and service cost of revenues			(71	)			(46	)			(85	)			(202	)
Other segment expenses			(149	)			(80	)			(174	)			(403	)
Corporate and other expenses:
Corporate expenses															(173	)
Purchased intangibles amortization and purchase accounting fair value step-up expenses															(399	)
Stock-based compensation															(25	)
Total operating income		$	266			$	126			$	119			$	(86	)
Operating income %			35.2	%			34.2	%			22.8	%			(5.2	%)

CONDENSED NOTES

TO

CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

		Three Months Ended June 28, 2025
		Analytical & Materials Sciences				Biosciences				Advanced Diagnostics				Total
Total revenues, net		$	709			$	—			$	62			$	771
Less:
Labor costs within selling and administrative and research and development expenses			(111	)			—				(8	)			(119	)
Material purchases			(98	)			—				(17	)			(115	)
Labor costs within product and service cost of revenues			(75	)			—				(2	)			(77	)
Other segment expenses			(146	)			—				(13	)			(159	)
Corporate and other expenses:
Corporate expenses															(88	)
Purchased intangibles amortization and purchase accounting fair value step-up expenses															(12	)
Stock-based compensation															(13	)
Total operating income		$	279			$	—			$	22			$	188
Operating Income %			39.4	%			—				35.2	%			24.4	%

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

		Six Months Ended July 4, 2026
		Analytical & Materials Sciences				Biosciences				Advanced Diagnostics				Total
Total revenues, net		$	1,442			$	600			$	870			$	2,912
Less:
Labor costs within selling and administrative and research and development expenses			(306	)			(96	)			(134	)			(536	)
Material purchases			(269	)			(90	)			(111	)			(470	)
Labor costs within product and service cost of revenues			(172	)			(71	)			(130	)			(373	)
Other segment expenses			(193	)			(134	)			(306	)			(633	)
Corporate and other expenses:
Corporate expenses															(339	)
Purchased intangibles amortization and purchase accounting fair value step-up expenses															(650	)
Stock-based compensation															(45	)
Total operating income		$	502			$	209			$	189			$	(134	)
Operating income %			34.8	%			34.8	%			21.7	%			(4.6	%)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) – (Continued)

		Six Months Ended June 28, 2025
		Analytical & Materials Sciences				Biosciences				Advanced Diagnostics				Total
Total revenues, net		$	1,318			$	—			$	115			$	1,433
Less:
Labor costs within selling and administrative and research and development expenses			(187	)			—				(15	)			(202	)
Material purchases			(186	)			—				(32	)			(218	)
Labor costs within product and service cost of revenues			(159	)			—				(3	)			(162	)
Other segment expenses			(290	)			—				(25	)			(315	)
Corporate and other expenses:
Corporate expenses															(146	)
Purchased intangibles amortization and purchase accounting fair value step-up expenses															(24	)
Stock-based compensation															(26	)
Total operating income		$	496			$	—			$	40			$	340
Operating Income %			37.6	%			—				34.6	%			23.7	%

The other segment expenses include ERP implementation costs, transaction costs, depreciation and amortization expenses, facilities and information technology costs, travel, freight, professional fees and all other costs.

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