WATERS CORP DE

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RISKS RELATED TO THE MERGER

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The consummation of the Proposed Transaction is subject to significant risks and uncertainties and may not be consummated on the expected terms, if at all. Further, our failure to successfully integrate BD’s Biosciences and Diagnostic Solutions business within the expected timeline could adversely affect the combined company’s future results.

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On July 13, 2025, the Company entered into definitive agreements with BD, SpinCo and Merger Sub relating to the

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Spin-Off,

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the Distribution and the Merger (collectively, the “Proposed Transaction”). Consummation of the Merger is subject to receipt of required regulatory approvals, Company shareholder approval, the receipt of a private letter ruling from the Internal Revenue Service (the “IRS”) and satisfaction of other customary closing conditions. As a result, there can be no assurance that the Proposed Transaction will be consummated on the expected terms, in accordance with the Company’s anticipated timeline, or at all. Any delay in consummation of the Proposed Transaction could result in increased transaction costs and professional fees, and could cause disruptions to the

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Company’s business or business relationships, which could have an adverse impact on the Company’s results of operations. Additionally, if the Merger Agreement is terminated under certain circumstances prior to the consummation of the Proposed Transaction, the Company will be required to pay BD a termination fee of $733 million.

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In order to preserve the

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tax-free

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nature of the

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Spin-Off,

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the Exchange Ratio may be adjusted and increased if necessary, on the terms and subject to the conditions set forth in the Merger Agreement. In the event that the Exchange Ratio is adjusted upwards, the Company may issue the Waters Special Dividend to the shareholders of the Company and/or the SpinCo Cash Distribution may be decreased to account for the value of the additional shares

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issued to the Company’s shareholders. In addition, the grant of the IRS ruling is within the discretion of the IRS. We can offer no assurance concerning the extent of our and SpinCo’s overlapping shareholdings at any closing of the Proposed Transaction or assurance that the IRS ruling will be received. As a result, we can offer no assurance regarding the number of shares of Company Common Stock that may be issued in connection with the Proposed Transaction. Any issuance of shares of Company Common Stock to shareholders of SpinCo will dilute the ownership and voting interests of the Company’s existing shareholders. In addition, the Company’s stock price has been volatile since the announcement of the Proposed Transaction, and it may continue to fluctuate significantly in response to the pendency of the Proposed Transaction and any developments related thereto.

Current report

If consummated, the success of the Proposed Transaction will depend, in significant part, on the successful integration of BD’s Biosciences and Diagnostic Solutions business with the business of the Company and our ability to grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the Proposed Transaction. Difficulties in integrating the practices and operations of these two businesses may result in the combined company performing differently than expected, operational challenges or the delay or failure to realize anticipated benefits and synergies, and could have an adverse effect on the Company’s business, financial condition, results of operations and/or cash flows.

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The amount of debt that the Company may incur and/or assume in connection with the Proposed Transaction is uncertain and may be substantial.

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The SpinCo Cash Distribution is expected to be paid using proceeds from approximately $4.0 billion of new indebtedness to be incurred by SpinCo prior to the Distribution. The Company is expected to assume all indebtedness incurred by SpinCo in connection with the payment of the SpinCo Cash Distribution upon completion of the Merger. Additionally, as part of the Proposed Transaction, the Company may be required to pay the Waters Special Dividend to the Company’s shareholders in an amount ranging from zero to approximately $1.8 billion, depending on the number of shares of Company Common Stock that may be issued in connection with the Proposed Transaction. If the Waters Special Dividend is paid, the Company expects to fund it with new indebtedness and has entered into a

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364-day

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bridge loan facility commitment letter with a financial institution in this regard, which is described in more detail under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cash Flow from Financing Activities.” The size of the Waters Special Dividend that will ultimately be declared is uncertain and will remain so until the closing of the Proposed Transaction. The Company’s substantially increased indebtedness following the consummation of the Proposed Transaction may have the effect of, among other things, reducing the Company’s flexibility to respond to changing business and economic conditions, lowering its credit ratings, increasing its borrowing costs and/or requiring the Company to reduce or delay investments, strategic acquisitions and capital expenditures or seek additional capital to refinance its indebtedness.

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The following table summarizes the Company’s stock repurchase activity for the three months ended June 28, 2025:

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Risk Factors