WATERS CORP /DE/ (WAT) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that WATERS CORP /DE/ surfaced in its latest filing.

• On July 13, 2025, the Company entered into an Agreement and Plan of Merger and a Separation Agreement to effect the BDS Business Acquisition as a Reverse Morris Trust transaction.July 13, 2025
• The Company assumed $4.0 billion of indebtedness from the BDS Business Acquisition, consisting of a $3.5 billion tranche maturing February 6, 2027 and a $500 million tranche maturing February 6, 2028. As of December 31, 2025, total debt was $1.4 billion, cash was $588 million, and $1.6 billion was available under the revolving credit facility.
• The Company entered into a Tax Matters Agreement dated February 9, 2026 imposing restrictions on certain corporate actions for two years post-SpinCo Cash Distribution to preserve tax treatment.February 9, 2026
• On February 20, 2026, the U.S. Supreme Court invalidated tariffs under the International Emergency Economic Powers Act, introducing uncertainty.February 20, 2026
• The Company has a Development and Expansion Incentive in Singapore providing a concessionary income tax rate of 5% on certain income from April 1, 2021 through March 31, 2026; if milestone targets are not met, all tax benefits previously recognized would be reversed at the statutory rate of 17%.March 31, 2026
• On July 4, 2025, the U.S. enacted the One Big Beautiful Tax Bill Act (OBBBA), changing the U.S. federal tax code.July 4, 2025
• In December 2024, the Board of Directors approved the implementation of a new worldwide ERP system; the full transition is expected to be a multi-year process.December 2024
• During 2024 and 2023, the Company made organizational changes resulting in a worldwide workforce reduction impacting approximately 5% of employees.
• Plans to refinance the $3.5 billion tranche of assumed BDS Business Acquisition debt in Q1 2026 with long-term bond financing.Q1 2026