S-4 S-4 EX-FILING FEES 0001000697 WATERS CORP /DE/ N/A N/A 0001000697 2025-12-10 2025-12-10 0001000697 1 2025-12-10 2025-12-10 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
S-4
WATERS CORP /DE/

Table 1: Newly Registered and Carry Forward Securities | ☐Not Applicable
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|  | Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Newly Registered Securities
Fees to be Paid | 1 | Equity | Common Stock, par value $0.01 per share | Other | 60,737,462 |  | $ 2,967,710,465.00 | 0.0001381 | $ 409,840.82 |  |  |  |
Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |
Carry Forward Securities
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Total Offering Amounts: |  | $ 2,967,710,465.00 |  | $ 409,840.82 |  |  |  |
|  |  | Total Fees Previously Paid: |  |  |  | $ 0.00 |  |  |  |
|  |  | Total Fee Offsets: |  |  |  | $ 0.00 |  |  |  |
|  |  | Net Fee Due: |  |  |  | $ 409,840.82 |  |  |  |

Offering Note |

1 | Rule 457(f) Fee Calculation Details The registration statement relates to 60,737,462 shares of common stock, par value $0.01 per share, of Waters Corporation ("Waters" and such stock, "Waters Common Stock"), issuable to holders of common stock, par value $0.01 per share, of Augusta SpinCo Corporation ("SpinCo" and such stock, "SpinCo Common Stock") pursuant to the proposed merger (the "Merger") of Beta Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Waters ("Merger Sub"), with and into SpinCo. Solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), the proposed maximum aggregate offering price with respect to the shares of Waters Common Stock issuable to holders of SpinCo Common Stock pursuant to the Merger is estimated at $2,967,710,465, which has been calculated pursuant to Rule 457(f)(2) of the Securities Act based upon the book value of all shares of SpinCo Common Stock to be exchanged in the Merger as of September 30, 2025, the latest practicable date for which such information is available.
| Amount of Securities to be Received or Cancelled | Value per Share of Securities to be Received or Cancelled | Total Value of Securities to be Received or Cancelled | Cash Consideration Received by the registrant | Cash Consideration (Paid) by the registrant | Maximum Aggregate Offering Price
--- | --- | --- | --- | --- | --- | ---
| 2,967,710,465 | $ 1.00 | $ 2,967,710,465.00 |  |  | $ 2,967,710,465.00

Table 2: Fee Offset Claims and Sources | ☑Not Applicable
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|  | Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Rule 457(p)
Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A

Table 3: Combined Prospectuses | ☑Not Applicable
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| Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date
--- | --- | --- | --- | --- | --- | --- | ---
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A