Full Press Release Details
INDEX TO CONDENSED COMBINED FINANCIAL STATEMENTS
| Item | Page | |||
| Condensed Combined Statements of Income for the three months ended December 31, 2025 and 2024 (Unaudited) | F-2 | |||
| Condensed Combined Statements of Comprehensive Income for the three months ended December 31, 2025 and 2024 (Unaudited) | F-3 | |||
| Condensed Combined Balance Sheets as of December 31, 2025 (Unaudited) and September 30, 2025 | F-4 | |||
| Condensed Combined Statements of Cash Flows for the three months ended December 31, 2025 and 2024 (Unaudited) | F-5 | |||
| Notes to Condensed Combined Financial Statements (Unaudited) | F-6 |
Condensed Combined Statements of Income
| Three Months Ended December 31, | ||||||||
| Millions of dollars | 2025 | 2024 | ||||||
| Revenues: | ||||||||
| Product sales | $ | 652 | $ | 727 | ||||
| Service sales | 114 | 107 | ||||||
| Total net sales | 766 | 834 | ||||||
| Operating costs and expenses: | ||||||||
| Cost of product sales | 347 | 343 | ||||||
| Cost of service sales | 70 | 64 | ||||||
| Total cost of sales | 417 | 407 | ||||||
| Selling and administrative expense | 238 | 224 | ||||||
| Research and development expense | 72 | 107 | ||||||
| Integration, restructuring and transaction expense | 4 | 2 | ||||||
| Total Operating Costs and Expenses | 731 | 740 | ||||||
| Operating Income | 35 | 94 | ||||||
| Other expense, net | (2 | ) | (1 | ) | ||||
| Income Before Income Taxes | 33 | 93 | ||||||
| Income tax (benefit) provision | (16 | ) | 15 | |||||
| Net Income | $ | 49 | $ | 78 |
See notes to unaudited condensed combined financial statements.
Condensed Combined Statements of Comprehensive Income
| Three Months Ended December 31, | ||||||||
| Millions of dollars | 2025 | 2024 | ||||||
| Net Income | $ | 49 | $ | 78 | ||||
| Other Comprehensive Income, Net of Tax | ||||||||
| Foreign currency translation adjustments | $ | 1 | $ | (45 | ) | |||
| Other Comprehensive Income, Net of Tax | 1 | (45 | ) | |||||
| Comprehensive Income | $ | 50 | $ | 33 |
See notes to unaudited condensed combined financial statements.
Condensed Combined Balance Sheets
| Millions of dollars | December 31, 2025 | September 30, 2025 | ||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and equivalents | $ | 67 | $ | 74 | ||||
| Trade receivables, net | 521 | 597 | ||||||
| Inventories: | ||||||||
| Materials | 147 | 134 | ||||||
| Work in process | 136 | 137 | ||||||
| Finished products | 492 | 472 | ||||||
| 775 | 743 | |||||||
| Prepaid expenses and other | 105 | 133 | ||||||
| Total Current Assets | 1,468 | 1,547 | ||||||
| Property, Plant and Equipment, Net | 639 | 647 | ||||||
| Goodwill | 897 | 896 | ||||||
| Other Intangibles, Net | 172 | 179 | ||||||
| Other Assets | 763 | 762 | ||||||
| Total Assets | $ | 3,939 | $ | 4,031 | ||||
| Liabilities and Parent's Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 192 | $ | 197 | ||||
| Accrued expenses and other liabilities | 288 | 300 | ||||||
| Salaries, wages and related items | 146 | 153 | ||||||
| Total Current Liabilities | 626 | 650 | ||||||
| Deferred Income Taxes and Other Liabilities | 387 | 413 | ||||||
| Parent's Equity | ||||||||
| Accumulated other comprehensive loss | (91 | ) | (92 | ) | ||||
| Net parent investment | 3,017 | 3,060 | ||||||
| Total Parent's Equity | 2,926 | 2,968 | ||||||
| Total Liabilities and Parent's Equity | $ | 3,939 | $ | 4,031 |
See notes to unaudited condensed combined financial statements.
Condensed Combined Statements of Cash Flows
Months Ended December 31,
| Three Months Ended December 31, | ||||||||
| Millions of dollars | 2025 | 2024 | ||||||
| Operating Activities | ||||||||
| Net income | $ | 49 | $ | 78 | ||||
| Adjustments to net income to derive net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 42 | 43 | ||||||
| Share-based compensation | 17 | 16 | ||||||
| Impairment of intangible assets | - | 30 | ||||||
| Pension and other postretirement benefit expense | 1 | 1 | ||||||
| Deferred income taxes | (5 | ) | (7 | ) | ||||
| Change in operating assets and liabilities: | ||||||||
| Trade receivables, net | 75 | 53 | ||||||
| Inventories, net | (32 | ) | (31 | ) | ||||
| Prepaid expenses and other | 24 | 16 | ||||||
| Accounts payable, income taxes and other liabilities | (47 | ) | (30 | ) | ||||
| Other, net | 8 | (7 | ) | |||||
| Net Cash Provided by Operating Activities | 132 | 162 | ||||||
| Investing Activities | ||||||||
| Capital expenditures | (6 | ) | (9 | ) | ||||
| Investment in placed instruments | (21 | ) | (10 | ) | ||||
| Acquisitions of intangible assets | (3 | ) | (3 | ) | ||||
| Other, net | 1 | (6 | ) | |||||
| Net Cash Used for Investing Activities | (29 | ) | (28 | ) | ||||
| Financing Activities | ||||||||
| Net transfers to Parent | (110 | ) | (135 | ) | ||||
| Net Cash Used for Financing Activities | (110 | ) | (135 | ) | ||||
| Net Decrease in Cash and equivalents | (7 | ) | (1 | ) | ||||
| Opening Cash and equivalents | 74 | 64 | ||||||
| Closing Cash and equivalents | $ | 67 | $ | 63 |
See notes to unaudited condensed combined financial statements.
Notes to Condensed Combined Financial Statements (Unaudited)
Millions of dollars, or as otherwise specified
Note 1 - Background and Basis of Presentation
February 9, 2026, Becton, Dickinson and Company ("BD" or the "Parent") completed a transaction to combine its Biosciences and Diagnostic Solutions businesses (together, the "Company" or the "BDS
Business") through an initial spin-off, followed by a merger executed as a Reverse Morris Trust transaction with Waters Corporation ("Waters" and such transaction, the
"Transaction"). In order to effect the Transaction, Waters and BD entered into merger and separation agreements. These agreements provided for (1) the separation of the BDS Business from BD's other businesses and the
subsequent transfer of the BDS Business into Augusta SpinCo Corporation ("SpinCo") and its subsidiaries, (2) a cash distribution to BD of $4 billion (the "SpinCo Cash Distribution"), (3) the delivery to BD
shareholders of all of the issued and outstanding shares of SpinCo Common Stock held by BD by way of a pro rata distribution, and (4) the merger of SpinCo with Beta Merger Sub, Inc. ("Merger Sub"), with SpinCo continuing as the
surviving corporation of the merger and becoming a wholly owned subsidiary of Waters. The BDS Business is composed of instruments and informatics, reagents, single-cell multiomics tools, and a range of products focused on microbiology and infectious
disease diagnostics, including molecular testing, cervical cancer screening, microbiology automation, and point-of-care solutions. SpinCo had no assets, liabilities,
operations, or commitments and contingencies during the periods presented in these combined financial statements and did not have any assets, liabilities, operations or commitments in respect of the BDS Business until such business' assets and
liabilities were transferred to SpinCo. These unaudited condensed combined financial statements reflect the condensed combined historical results of operations, financial position and cash flows of the BDS Business.
In addition to the merger and separation agreements, BD and Waters entered into various other agreements to provide a framework for the
relationship between BD and Waters after the Transaction close. Such agreements include a transition services agreement (TSA), an employee matters agreement, a tax matters agreement, manufacturing agreements, and various lease agreements. Under
these agreements BD will continue to provide certain products and services to Waters following the completion of the transaction.
Basis of Presentation
The unaudited condensed combined financial statements have been derived from BD's historical accounting records and were prepared on a
stand-alone basis in accordance with U.S. generally accepted accounting principles ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The assets, liabilities, revenue and expenses of the
BDS Business have been reflected in these unaudited condensed combined financial statements on a historical cost basis, as included in the unaudited consolidated financial statements of BD, using the historical accounting policies applied by BD.
Historically, separate financial statements have not been prepared for the BDS Business and it has not operated as a stand-alone business from BD. The historical results of operations, financial position and cash flows of the BDS Business presented
in these unaudited condensed combined financial statements may not be indicative of what they would have been had the BDS Business actually been an independent stand-alone company, nor are they necessarily indicative of the BDS Business's
future results of operations, financial position and cash flows.
The BDS Business has historically functioned together with other BD
businesses. Accordingly, the BDS Business relied on certain of BD's Corporate and Life Sciences segment support functions to operate. Effective October 1, 2025, BD reorganized its organizational units into five worldwide business
segments, which resulted in the Life Sciences segment including only the BDS Business. The unaudited condensed combined financial statements include all revenues and costs directly attributable to the BDS Business, as well as an allocation of
expenses related to certain BD corporate functions and shared functions within BD's Life Sciences segment (Note 4). These expenses have been allocated to the BDS Business on a pro rata basis of global and regional revenues, as well as
headcount. The BDS Business considers these allocations to be a reasonable reflection of the utilization of services or the benefit received. However, the allocations may not be indicative of the actual expense that would have been incurred had the
BDS Business operated as an independent, stand-alone entity, nor are they indicative of the BDS Business's future expenses.
Following the Transaction, certain functions that BD provided to the BDS Business prior to
the Transaction will either continue to be provided to the BDS Business by BD under the TSA or will be performed using the BDS Business's own resources or third-party service providers.
The unaudited condensed combined financial statements were prepared on a going concern basis and include assets and liabilities specifically
attributable to the BDS Business. Cash and equivalents and liabilities legally held by the BDS Business were included in the unaudited condensed combined balance sheets. BD uses a centralized approach to cash management and financing of its
operations. As part of BD, the BDS Business has been dependent upon BD for substantially all of its working capital and financing requirements. These arrangements are not reflective of the manner in which the business would have financed its
operations had it been a stand-alone company separate from BD during the periods presented. Effective upon the Transaction close, the BDS Business is dependent upon Waters for substantially all of its working capital and financing requirements. The
BDS Business believes the financial support of Waters is sufficient to allow it to continue to fund its operations for at least twelve months from the issuance of these unaudited condensed combined financial statements. Cash pooling, related
interest, and intercompany arrangements are excluded from the asset and liability balances in the unaudited condensed combined balance sheets. These amounts are reported in Net parent investment as a component of Parent's Equity.
The Parent's debt and related interest expense have not been attributed to the BDS Business for any of the periods presented.
All intercompany transactions and balances within the BDS Business have been eliminated. Transactions between the BDS Business and BD have
been included in these unaudited condensed combined financial statements and are considered related party transactions (Note 4). During the periods ended December 31, 2025 and 2024, transactions with Parent are reflected in Parent's
Equity as Net transfers to parent and in the accompanying combined balance sheets within Net parent investment (Note 3).
The Income tax provision in the unaudited condensed combined statements of income has been calculated as if the BDS Business filed a
separate tax return and was operating as a stand-alone company. Therefore, tax expense, cash tax payments, and items of current and deferred taxes may not be reflective of the BDS Business's actual tax balances prior to or subsequent to the
During the reporting period management has concluded that the BDS Business operates in two segments based upon the
information used by the chief operating decision-maker ("CODM") in evaluating the performance of the BDS Business and allocating resources and capital.
Financial information is disclosed in millions unless otherwise noted. The BDS Business's fiscal year ends on September 30. Within the
unaudited condensed combined financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes.
Note 2 - Accounting Changes
New Accounting Principles Not Yet Adopted
In September 2025, the Financial Accounting Standards Board (FASB) issued an accounting standard update to amend the criteria for capitalizing internal-use software costs. This update is intended to modernize the accounting for software costs by replacing the legacy guidance under which capitalization is based on the nature of costs and the project
development stage. This update requires software capitalization to begin when (1) management has authorized and committed funding to the software project and (2) it is probable that the project will be completed, and the software will be
used to perform the function intended. The update is effective for the BDS Business beginning in its fiscal year 2029, with early adoption permitted. The BDS Business is currently assessing the potential impact of this update on its condensed
combined financial statements.
In November 2024, the FASB issued an accounting standard update that requires the BDS
Business to disclose more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included in each relevant income statement expense caption. The update is effective
for the BDS Business beginning with its fiscal year 2028 reporting and for interim reporting beginning with its fiscal year 2029. Early adoption is permitted. The BDS Business is currently evaluating the impact that this update will have on its
In December 2023, the FASB issued an accounting standard update that requires more disaggregated information to be included
in the income tax rate reconciliation and income taxes paid annual disclosures. This update is effective for the BDS Business for its fiscal year 2026 reporting and the BDS Business is currently evaluating the impact that this update will have on
Note 3 - Parent's Equity
Changes in certain components of Parent's Equity were as follows:
| (Millions of dollars) | Net Parent Investment | Accumulated Other Comprehensive (Loss) / Income | Total Parent's Equity | |||||||||
| Balance, September 30, 2025 | $ | 3,060 | $ | (92 | ) | $ | 2,968 | |||||
| Net income | 49 | - | 49 | |||||||||
| Foreign currency translation | - | 1 | 1 | |||||||||
| Net transfers to Parent | (92 | ) | - | (92 | ) | |||||||
| Balance, December 31, 2025 | $ | 3,017 | $ | (91 | ) | $ | 2,926 |
| (Millions of dollars) | Net Parent Investment | Accumulated Other Comprehensive (Loss) / Income | Total Parent's Equity | |||||||||
| Balance, September 30, 2024 | $ | 2,964 | $ | (112 | ) | $ | 2,852 | |||||
| Net income | 78 | - | 78 | |||||||||
| Foreign currency translation | - | (45 | ) | (45 | ) | |||||||
| Net transfers to Parent | (118 | ) | - | (118 | ) | |||||||
| Balance, December 31, 2024 | $ | 2,924 | $ | (157 | ) | $ | 2,767 |
Note 4 - Related Party Transactions and Parent Company Investment
Corporate and Life Sciences Segment Allocations
The BDS Business's unaudited condensed combined financial statements include general corporate expenses of BD and shared segment
expenses, which were not historically allocated to the BDS Business for certain support functions that are centralized within the Parent and Life Sciences segment and not recorded at the business unit level, such as expenses related to the executive
leadership team and other functions such as finance, human resources, information technology, facilities, and legal (collectively, "General Corporate Expenses"). For purposes of these unaudited condensed combined financial statements,
the General Corporate Expenses have been allocated to the BDS Business. The General Corporate Expenses are included in the unaudited condensed combined statements of income in Cost of sales, Selling and administrative expense, Research and
development expense and Other expense, net and, accordingly, as a component of Net parent investment on the condensed combined balance sheets. These expenses have been allocated to the BDS Business on a pro rata basis of
global revenues, regional revenues or headcount. Management believes the assumptions underlying the unaudited condensed combined financial statements, including the assumptions regarding allocating General Corporate Expenses from BD, are reasonable.
Nevertheless, the condensed combined financial statements may not include all of the actual expenses that would
have been incurred and may not reflect the BDS Business's condensed combined results of operations, financial position and cash flows had it been a stand-alone company during the periods
presented. Actual costs that would have been incurred if the BDS Business had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information
technology and infrastructure. The BDS Business does not believe, however, that it is practicable to estimate what these expenses would have been had the BDS Business operated as an independent entity, including any expenses associated with
obtaining any of these services from unaffiliated entities.
The allocations of General Corporate Expenses are reflected in the unaudited
condensed combined statements of income as follows:
| Three months ended December 31, | ||||||||
| (Millions of dollars) | 2025 | 2024 | ||||||
| Cost of sales | $ | 14 | $ | 11 | ||||
| Selling and administrative expense | 84 | 81 | ||||||
| Research and development expense | 3 | 4 | ||||||
| Total General Corporate Expenses | $ | 101 | $ | 96 |
Parent Company Investment
All significant intercompany transactions between the BDS Business and BD have been included in the condensed combined financial statements and
were considered to be effectively settled at the Transaction close. The total net effect of the settlement of these intercompany transactions is reflected in the condensed combined statements of cash flows as a financing activity and in the
condensed combined balance sheets as Net parent investment.
The following table summarizes the components of the net transfers to
Parent in Net parent investment for the three-months ended December 31, 2025 and 2024:
| Three months ended December 31, | ||||||||
| (Millions of dollars) | 2025 | 2024 | ||||||
| Cash pooling and general financing activities (a) | $ | 181 | $ | 218 | ||||
| Corporate and segment allocations, excluding non-cash share-based compensation | (96 | ) | (90 | ) | ||||
| Taxes deemed settled with parent | 25 | 7 | ||||||
| Net transfers to Parent as reflected in the condensed combined statements of cash flows | 110 | 135 | ||||||
| Share-based compensation | (17 | ) | (16 | ) | ||||
| Pension expense | (1 | ) | (1 | ) | ||||
| Net transfers to Parent (Note 3) | $ | 92 | $ | 118 |
Note 5 - Contingencies