Acquisitions (Tables)

6 Months Ended

Jul. 04, 2026

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

Schedule Of Number Of Diluted Shares

(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

Summary of business combination assets acquired liabilities assumed

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

Schedule Of details of the purchase price allocated to the intangible assets acquired and the estimated useful lives

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

Schedule Of Fair Value Allocated To The Property Plant And Equipment Of Business Combination

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

Summary of Business Acquisition Pro Forma Information

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	)