AddedRisk Factors
The Company’s failure to successfully integrate the BDS Business within the expected timeline could adversely affect the Company’s future results.
WATWaters Corporation
- Headquarters
- Milford, MA
- Next results
- around Feb 8, 2027
10-K 0001193125-26-062604 (2026-02-23) vs 10-K 0001193125-25-034579 (2025-02-25)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 14,674 | 42.3% |
| MD&A | Item 7 | 7,625 | 34.7% |
| Legal Proceedings | Item 3, via Note 10 – Litigation | 100 | not compared |
| Accounting Policies | Item 8, Note 2 – Basis of Presentation and Summary of Significant Accounting Policies | 7,121 | 21.3% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 224 words changed in this paragraph; it is 51% similar to last year's version.
In particular, China’s government continues to play a significant role in regulating industry development by imposing sector-specific policies, and it maintains control over China’s economic growth through setting monetary policy and determining treatment of particular industries or companies. The U.S. government has called for substantial changes to foreign trade policy with China and has recently raised, and has proposed to further raise in the future, tariffs on several Chinese goods. China has retaliated with increased tariffs on U.S. goods, which may increase has increased our cost of doing business in China. Any further changes in Additionally, the U.S. government announced new global trade policy could trigger retaliatory actions by affected countries, tariffs on imports to the U.S. during fiscal 2025, including China, resulting in trade wars and increased costs for goods imported into additional tariffs on various countries from which the Company directly or indirectly imports and/or exports products. In response, several countries have imposed or threatened reciprocal tariffs on imports from the U.S. and impacting our other measures. Various modifications to the U.S. tariffs have been announced, and further changes are expected to be made in the future, including in response to litigation. On February 20, 2026, the U.S. Supreme Court rendered a decision invalidating tariffs imposed under the International Emergency Economic Powers Act. This decision introduces uncertainty regarding potential refund processes and future trade policy actions and could affect the Company’s cost structure and supply chain planning. The ultimate impact of tariffs and other trade policies on the Company’s business will depend on several factors, including future measures implemented by the U.S. government and the governments of other countries, the overall magnitude and duration of these measures, and the Company’s ability to sell our products mitigate effects, which could include higher import costs and reduced sales in China and other affected countries. markets. Accordingly, our the Company’s financial position or results of operations can may be adversely influenced by political, economic, legal, compliance, social and business conditions in China generally. the U.S. and in other countries.
Source: Item 1A, 10-K 0001193125-26-062604 vs Item 1A, 10-K 0001193125-25-034579
Accounting Policies 184 words changed in this paragraph; it is 60% similar to last year's version.
Source: Item 8, Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, 10-K 0001193125-26-062604 vs Item 8, Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, 10-K 0001193125-25-034579
MD&A 180 words changed in this paragraph; it is 34% similar to last year's version.
In 2024, 2025, sales growth increased by 7% as compared to 2024. Sales growth was flat in 2024 as compared to 2023 2023. Geographically, the 2025 sales increase was broad based across most major regions and led by the sales declined by 1% in 2023 as compared to 2022. During these periods, the Company’s sales in most geographies grew positively, except growth in China and Japan. The Europe which both grew 10%. In 2024, China sales decreased 10% and Europe’s sales increased 4%. Sales in the U.S. increased 3% in 2025 and 1% in 2024, while sales in Asia Other increased 5% and 1% in 2025 and 2024, respectively. Foreign currency translation had a minimal overall impact on 2025 sales growth outside of China as the 6% favorable currency impact on Europe sales was led offset by India where sales increased 15% and 2% in 2024 and 2023, respectively. China’s sales declined by 10% and 22% in 2024 and 2023, respectively, and were primarily driven by lower demand for our instrument systems and chemistry products resulting from increased government regulations and lower spending by our customers due to macroeconomic conditions. Excluding China, the Company’s sales increased 2% and a 5% in 2024 and 2023, respectively. unfavorable impact on Asia sales. Foreign currency translation decreased sales growth by 1% in both 2024 and 2023. Wyatt sales increased the Company’s sales growth by 1% and 3% in 2024 and 2023, respectively, and added 3% to the U.S. sales. 2024.
Source: Item 7, 10-K 0001193125-26-062604 vs Item 7, 10-K 0001193125-25-034579
Every change, by type
Sentences and paragraphs of WAT's Risk Factors and MD&A, 10-K 2026-02-23 against 10-K 2025-02-25. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
The Company may incur additional costs and charges as a result of restructuring activities and such restructuring activities may be disruptive to the Company’s business and may not result in anticipated cost savings.
AddedRisk Factors
The amount of indebtedness that the Company assumed as a result of the BDS Business Acquisition is substantial and could adversely affect the Company’s operational flexibility and increase its borrowing costs.
AddedRisk Factors
The Company and SpinCo are required to abide by potentially significant restrictions that could limit the Company’s ability to undertake certain corporate actions that otherwise could be advantageous.
AddedRisk Factors
The Company may be unable to provide the same types and level of services to the BDS Business that historically have been provided by BD or may be unable to provide them at the same cost.
AddedRisk Factors
Reductions in customers’ research budgets or government funding may adversely affect the Company’s business.
AddedRisk Factors
Market dynamics, changes in reimbursement practices and coverage policies and third-party payer cost containment measures could affect the demand for the Company’s products and the prices at which they are sold.
AddedRisk Factors
Changes in government priorities as it relates to healthcare could affect the revenue earned by the Company and the costs for obtaining such revenue.
AddedRisk Factors
The Company’s growth can suffer if the markets into which it sells products and services decline, do not grow as anticipated or experience cyclicality.
AddedRisk Factors
Defects or quality issues associated with the Company’s products could adversely affect results of operations.
AddedRisk Factors
The Company’s success is highly dependent on qualified and sufficient staffing. Our failure to attract or retain qualified personnel, including our senior management team and technical personnel, could lead to a loss of revenue or profitability.
AddedRisk Factors
The Company’s Amended and Restated Bylaws include exclusive forum provisions, which could limit shareholders’ ability to obtain a favorable judicial forum for disputes with the Company or its respective directors, officers or employees.
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RemovedRisk Factors
RewordedRisk Factors
RewordedRisk Factors
Significant negative industry or economic trends, disruptions to the Company’s business, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of our assets, changes in the structure of our business, divestitures, market capitalization declines or increases in associated discount rates can impair the Company’s goodwill and other intangible assets.
RewordedRisk Factors
RewordedRisk Factors
The Company’s international operations may be negatively affected by political events, wars or terrorism, economic conditions conditions, foreign currency fluctuation and regulatory changes, related to either changes which could have a specific country material adverse effect on the Company’s results of operations or a larger region. financial condition.
RewordedRisk Factors
RewordedRisk Factors
The future development of these new products will require a significant amount of spending over the next few years time and spending, including on research and development, production and marketing, before any significant, robust sales will be realized.
RewordedRisk Factors
The Company Company’s performance also depends in part on its trademarks and the strength of its trademarks and its proprietary brands, which the Company considers important to its business. brands.
RewordedRisk Factors
As a result, a significant portion of the Company’s sales and operations are subject to certain risks, including adverse developments in the political, regulatory and economic environment, in particular, including uncertainty regarding possible changes to foreign and domestic trade policy; trade protection measures, including embargoes, sanctions and tariffs; impact and costs of terrorism or war, in particular as a result of the ongoing conflict between Russia and Ukraine and in the Middle East, and the possibility of further escalation resulting in new geopolitical and regulatory instability; the financial difficulties and debt burden experienced by a number of European countries; sudden movements in a country’s foreign exchange rates due to a change in a country’s sovereign risk profile or foreign exchange regulatory practices; differing tax laws and changes in those laws; restrictions on investments and/or limitations regarding foreign ownership; nationalization of private enterprises which may result in the confiscation of assets; credit risk and uncertainties regarding the collectability of accounts receivable; the impact of global health crises, pandemics and epidemics; changes in inflation and interest rates; instability in the global banking industry; rising energy prices and potential energy shortages; difficulties in protecting intellectual property; difficulties in staffing and managing foreign operations; and associated adverse operational, contractual and tax consequences.
RewordedRisk Factors
In accordance with U.S. generally accepted accounting principles, the Company periodically assesses these assets to determine if they are impaired. principles (“U.S.
RewordedRisk Factors
RewordedRisk Factors
RewordedRisk Factors
Any prolonged disruption to the operations at any of these facilities, whether due to labor difficulties, difficulties (including shortages), destruction of or damage to any facility, power interruptions, cybersecurity incidents, incidents or breaches, failure of key technology systems, weather events or natural disasters (including the potential impacts of climate change) change), regulatory requirements, equipment failure or other reasons, could harm our customer relationships, impede our ability to generate sales and have a material adverse effect on the Company’s results of operations or financial condition.
Quiet changesRisk Factors
The Company’s financial results are will be subject to changes in customer demand, which may decrease for a number of reasons, many beyond the Company’s control.
Quiet changesRisk Factors
China has retaliated with increased tariffs on U.S. goods, which may increase has increased our cost of doing business in China.
Quiet changesRisk Factors
Quiet changesRisk Factors
The Company encounters significant competition from several international instrument suppliers and other companies in both domestic and foreign markets.
Quiet changesRisk Factors
This exposes could expose us to various risks, including competitive pressure, concentration of sales volumes, credit risks and compliance risks.
Quiet changesRisk Factors
AddedMD&A
On February 9, 2026, the Company completed the acquisition of the BDS Business. The transaction was structured as a Reverse Morris Trust transaction, where the BDS Business was spun off to BD shareholders and simultaneously merged with a wholly-owned subsidiary of the Company. The 2025 financial results of the BDS Business are not included in the Company’s 2025 consolidated financial results presented herein.
AddedMD&A
The Company sells and services its customers in over 35 countries outside of the U.S. and we have manufacturing operations in the U.S., Ireland, U.K. and in Singapore where we utilize subcontractors with worldwide capabilities. In 2025, the U.S. government issued varying levels of tariffs on all imported goods into the U.S., including a baseline 10% tariff, subject to certain exceptions, which have also prompted retaliatory tariffs by a number of countries, including tariffs and export restrictions on certain manufacturing components imposed by China and tariffs pursuant to trade agreements the U.S. has entered into with certain countries. In addition, a number of new tariffs have been threatened, and the U.S. and other countries continue to negotiate trade arrangements and tariff levels. In August 2025, the U.S. Court of Appeals for the Federal Circuit ruled against certain of the U.S. tariffs that have been implemented. On February 20, 2026, the U.S. Supreme Court rendered a decision invalidating tariffs imposed under the International Emergency Economic Powers Act. This decision introduces uncertainty regarding potential refund processes and future trade policy actions and could affect the Company’s cost structure and supply chain planning. The Company continues to monitor developments around the Supreme Court’s decision and evaluate its potential impact on the Company’s future financial results and business.
AddedMD&A
These tariffs, any resulting retaliatory tariffs and any related supply-chain disruptions could have a significant impact on the Company’s consolidated statement of operations and statement of cash flows. In response to currently applicable and potential future tariffs, the Company is continuing to evaluate and implement a series of actions and policies that are intended to offset a portion of the impact of the tariffs on the Company’s financial position and results of operations. While the Company believes that these actions and policies will mitigate a substantial portion of the impact of the tariffs, the Company cannot provide any assurances that the tariffs or any resulting impediments to trade will not have a material effect on the Company’s consolidated statement of operations and statement of cash flows.
AddedMD&A
In addition to changes in trade policy, the new U.S. administration has implemented a number of other regulatory, policy and personnel changes, including the elimination, downsizing and reduced funding of certain government agencies and programs and the cancellation or delay of government contracts and research grants. In addition, the administration has changed the composition of and guidance from advisory panels on healthcare practices.
AddedMD&A
sales mix, the impact of merit increases on the Company’s annual payroll in 2025 and approximately $82 million of transaction, integration and other internal costs associated with the BDS Business Acquisition. In addition, operating income for 2025 included the impact of $20 million of expenses associated with the Company’s new ERP system implementation. The effect of foreign currency translation had minimal impact on operating income in 2025.
AddedMD&A
In 2025, the Company’s interest expense included approximately $16 million of financing costs incurred by the Company on behalf of SpinCo in connection with financing activities related to the BDS Business Acquisition.
AddedMD&A
On May 22, 2025, the Company and certain of its subsidiaries, as guarantors, entered into an Amendment and Restatement Agreement in respect of that certain Amended and Restated Credit Agreement, dated as of September 17, 2021 and amended as of March 3, 2023, with the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Company, among other things, reduced the aggregate total borrowing capacity of its existing senior unsecured revolving credit facility (the “Credit Facility”) by up to $200 million for an aggregate principal amount of up to $1.8 billion. The Credit Facility will mature on May 22, 2030 subject to the Company’s ability to request, subject to customary conditions, a one-year extension to which each lender may, in its discretion, agree.
AddedMD&A
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 (“Tranche A”) and a $500 million tranche which will mature and be payable in full on the second anniversary of the Funding Date (“Tranche B”), and such funds were used by SpinCo on the Funding Date to finance the SpinCo Cash Distribution. Upon consummation of the BDS Business Acquisition, all of this indebtedness was assumed by Waters. Tranche A is expected to be refinanced with long-term bond financing, while Tranche B is expected to be repaid prior to maturity.
AddedMD&A
employees as well as $81 million of transaction, integration and other internal costs associated with the BDS Business Acquisition. In addition, selling and administrative expenses for 2025 included $20 million of expenses associated with the Company’s new ERP system implementation.
AddedMD&A
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 year ended December 31, 2025. The Company will continue to monitor the impact of this Act in future periods.
AddedMD&A
The increase in inventory can primarily be attributed to higher tariffs on material costs as well as an increase in safety stock levels to help navigate tariffs and mitigate any future supply chain issues and the effect of foreign currency translation.
AddedMD&A
On May 20, 2025, the Company completed the acquisition of Halo Labs for a total purchase price of $35 million in cash, net of cash acquired. Halo Labs is an innovator of specialized imaging technologies to detect, identify and count interfering materials in therapeutic products, such as cell, protein and gene therapies.
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RewordedMD&A
Waters service sales increased 6% 7% in 2024 2025 due to higher service demand billing, partially offset billing in most major regions, which was minimally impacted by the negative impact from foreign currency translation, which decreased service sales growth by 1% translation in 2024. 2025.
RewordedMD&A
Operating income was of $826 million in 2024, up 2024 increased $8 million from operating income of $818 million in 2023 as the primarily due to cost savings from recent workforce reductions and the absence of the $26 million in severance costs associated with the workforce reduction incurred in 2023 2023, which were offset by higher annual incentive compensation, a full year of amortization associated with the Wyatt acquisition and the impact of merit increases on the Company’s annual payroll in 2024.
RewordedMD&A
RewordedMD&A
The Company anticipates spending approximately $130 million over the next three years in connection with the implementation of the new ERP system. system, of which $52 million has been spent on capitalized software and operating expenses through the end of 2025.
RewordedMD&A
In 2023, 2025, cost of sales decreased 4% increased 7% as compared to 2022, 2024, primarily due to the change in higher sales mix and the lower material and freight costs. volume.
RewordedMD&A
RewordedMD&A
RewordedMD&A
The increase in research and development expenses in 2024 2025 can be attributed to increases from costs associated with merit compensation to the Company’s employees and costs associated with new products and the development of new technology initiatives, being partially offset by lower incentive compensation costs. initiatives.
RewordedMD&A
The Company incurred recorded $12 million of litigation provisions of 2024, primarily related to a patent litigation settlement. settlement provisions and related costs in 2024.
RewordedMD&A
The effect of applying the concessionary income tax rates rather than the statutory tax rate to income arising from qualifying activities in Singapore increased the Company’s net income by $4 million, $14 million, $16 million and $20 $16 million, and increased the Company’s net income per diluted share by $0.24, $0.06, $0.24 and $0.27 and $0.33 for the years ended December 31, 2024, 2023 2025, 2024 and 2022, 2023, respectively.
RewordedMD&A
The effect of applying these concessionary income tax rates rather than the statutory tax rate to income arising from qualifying activities in Singapore increased the Company’s net income by $4 million, $14 million, $16 million and $20 $16 million and increased the Company’s net income per diluted share by $0.24, $0.06, $0.24 and $0.27 and $0.33 for the years ended December 31, 2024, 2023 2025, 2024 and 2022, 2023, respectively.
RewordedMD&A
Foreign currency translation decreased had a minimal impact on recurring revenues sales growth in 2025 and decreased sales growth by 1% in both 2024 and 2023. 2024.
Quiet changesMD&A
In the event that any of the milestone targets were are not met, the Company would will not be entitled to the tax exemption on income earned in Singapore and all the tax benefits previously recognized would be reversed, resulting in the recognition of income tax expense equal to the statutory tax of 17% on income earned during that period.
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