US Market News
1月前
Waters Corporation (NYSE: WAT) Reports First Quarter 2026 Financial ResultsMay 5, 2026 6:00 AM
PR Newswire (US) First Quarter 2026 HighlightsTotal reported revenue of $1.267 billion exceeded the high end of the guidance range by $56 million, driven by strong outperformance in both organic revenue and the acquired businesses.Organic revenue grew 13% as reported and 11% in constant currency, exceeding the high end of the constant currency growth guidance range by 200 basis points – led by high-single-digit instrument growth and mid-teens chemistry growth within the Analytical Sciences Division.The Biosciences and Diagnostic Solutions businesses generated $520 million of reported revenue since the closing of the acquisition – $40 million above guidance – driven by traction from commercial execution and operational improvement initiatives launched during the quarter.GAAP EPS of ($0.87); Adjusted EPS of $2.70 grew 20% year-over-year, driven by better-than-expected revenue and margin performance.The Company is raising its full year 2026 organic constant currency revenue growth guidance to 6.5% to 8.0% and now expects the acquired businesses to generate $3.035 billion of reported revenue in 2026. The Company is also raising its full-year 2026 adjusted EPS guidance to $14.40 to $14.60, reflecting double-digit adjusted EPS growth.MILFORD, Mass., May 5, 2026 /PRNewswire/ -- Waters Corporation (NYSE: WAT), today announced its financial results for the first quarter of 2026, marking the first reporting period that includes financial results for the Biosciences and Diagnostic Solutions businesses of Becton, Dickinson and Company, which was acquired by Waters on February 9, 2026.Overall Financial ResultsThe Company's reported revenue for the first quarter of 2026 was $1.267 billion, reflecting $747 million of organic revenue and $520 million of revenue from Biosciences and Diagnostic Solutions from the transaction closing date through to the end of the quarter.Organic revenue for the first quarter of 2026 was $747 million, compared to $662 million for the first quarter of 2025, representing an increase of 13% as reported and 11% in constant currency.Revenue from Biosciences and Diagnostic Solutions was $520 million on an owned-period basis within the quarter, compared to $485 million on an estimated prior-year equivalent basis.On a GAAP basis, the Company reported a diluted loss per share of $0.87 for the first quarter of 2026, compared to diluted EPS of $2.03 for the first quarter of 2025, reflecting acquisition-related purchase accounting charges including amortization of acquired intangibles and inventory step-up.Adjusted EPS for the first quarter of 2026 grew 20% to $2.70, compared to $2.25 for the first quarter of 2025."Thanks to the hard work of our teams, we delivered an excellent first quarter as a combined company," said Udit Batra, Ph.D., President & Chief Executive Officer, Waters Corporation. "Our Biosciences and Advanced Diagnostics Divisions are off to a strong start with a significant improvement in growth rates versus pre-close trends, due to increased execution discipline, a sharper focus on upcoming new product launches, and superb collaboration with our Analytical Sciences Division which has already enabled the realization of revenue synergies. In parallel, the instrument replacement cycle, success of new product launches, and our idiosyncratic growth drivers are continuing to fuel exceptional momentum in our organic revenue growth rates."Dr. Batra continued: "As we look ahead, we are raising our guidance to reflect the increased momentum we are seeing across our businesses. Our teams are focused on executing a seamless integration, delivering industry-leading growth, and building a highly differentiated portfolio, positioning Waters for continued success for many years to come."Analytical Sciences Division (ASD)The Analytical Sciences Division – the former Waters Division, excluding the Clinical Business Unit – delivered reported revenue of $607 million in the quarter, compared to $534 million for the first quarter of 2025.Biosciences Division (WBD)The Biosciences Division – formerly known as BD Biosciences – delivered reported revenue of $232 million on an owned-period basis within the quarter.Advanced Diagnostics Division (ADx)The Advanced Diagnostics Division comprises the former BD Diagnostic Solutions business and the Clinical Business Unit previously reported within Waters Division.The Diagnostic Solutions business delivered reported revenue of $288 million on an owned-period basis within the quarter. The Clinical Business Unit delivered reported revenue of $61 million in the quarter, compared to $53 million for the first quarter of 2025.Materials Sciences Division (MSD)The Materials Sciences Division – formerly known as TA Division – delivered reported revenue of $79 million in the quarter, compared to $75 million for the first quarter of 2025.A description and reconciliation of GAAP to non-GAAP results appear in the tables below and can be found on the Company's website www.waters.com in the Investor Relations section. Full-Year and Second Quarter 2026 Financial GuidanceFull-Year 2026 Financial GuidanceThe Company is raising its full-year 2026 organic, constant currency revenue growth guidance to the range of 6.5% to 8.0%. Including the impact of currency translation, full-year 2026 organic reported revenue is expected to be in the range of $3.370 billion to $3.420 billion. This guidance includes $15 million of expected revenue synergies.The Company now expects full-year 2026 acquired business reported revenue of approximately $3.035 billion on an owned-period basis, which includes $35 million of expected revenue synergies.Total Company reported revenue for full-year 2026 is expected to be in the range of $6.405 billion to $6.455 billion.The Company is raising its full-year 2026 adjusted EPS guidance to $14.40 to $14.60. This represents year-over-year adjusted EPS growth of 10% to 11%.Second Quarter 2026 Financial GuidanceThe Company expects second quarter 2026 organic constant currency revenue growth to be in the range of 6.0% to 8.0%. Including the impact of currency translation, second quarter 2026 organic reported revenue is expected to be in the range of $814 million to $829 million.The Company expects acquired business reported revenue for the second quarter 2026 to be approximately $802 million.Total Company reported revenue for the second quarter of 2026 is expected to be in the range of $1.616 billion to $1.631 billion.The Company expects second quarter 2026 adjusted EPS to be in the range of $2.95 to $3.05, which represents flat to 3.4% year-over-year adjusted EPS growth.Please refer to the tables below for a reconciliation of the projected GAAP to non-GAAP financial outlook for the full-year and second quarter. The Company is unable to provide reconciliations of forward-looking presentations of adjusted EPS guidance measures to the most directly comparable GAAP measures. Such reconciliations cannot be prepared without unreasonable efforts due to the inherent difficulty and unpredictability in forecasting and quantifying certain amounts that would be necessary for such reconciliations, including acquisition-related amortization, acquisition and restructuring costs, as well as certain legal, advisory and tax costs, or other costs that may arise, which amounts could be significant and could have a material impact on the Company's future GAAP financial results.Conference Call DetailsWaters Corporation will webcast its first quarter 2026 financial results conference call today, May 5, 2026, at 8:30 a.m. Eastern Time. To listen to the call and see the accompanying slide presentation, please visit www.waters.com, select "Investor Relations" under the "About Waters" section, navigate to "Events & Presentations," and click on the "Webcast." A replay will be available through at least June 2, 2026.About Waters CorporationWaters Corporation (NYSE:WAT) is a global leader in life sciences, dedicated to accelerating the benefits of pioneering science through analytical technologies, informatics, and service. With a focus on regulated, high-volume testing environments, our innovative portfolio harnesses deep scientific expertise across chemistry, physics, and biology. We collaborate with analytical laboratories around the world to advance the release of effective, high-quality medicines, assure the safety of food and water, and drive better patient outcomes by detecting diseases earlier, managing routine infections, and combatting growing antibiotic resistance. Through a shared culture of relentless innovation, our passionate team of approximately 16,000 employees partner with our customers to turn scientific challenges into breakthroughs that improve lives worldwide.Non-GAAP Financial MeasuresThis release contains financial measures, such as organic constant currency growth rates, constant currency growth rates, pro forma comparable revenue, and adjusted earnings per diluted share, among others, which are considered "non-GAAP" financial measures under applicable U.S. Securities and Exchange Commission rules and regulations. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company's definitions of these non-GAAP measures may differ from similarly titled measures used by others. The non-GAAP financial measures used in this release adjust for specified items that can be highly variable or difficult to predict. The Company generally uses these non-GAAP financial measures to facilitate management's financial and operational decision-making, including evaluation of the Company's historical operating results, comparison to competitors' operating results and determination of management incentive compensation. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company's operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting the Company's business. Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company's reported results of operations, management strongly encourages investors to review the Company's consolidated financial statements and publicly filed reports in their entirety. Definitions of the non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures are included in the tables accompanying this release.Cautionary StatementThis release contains "forward-looking" statements regarding future results and events. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words "feels," "believes," "anticipates," "plans," "expects," "intends," "suggests," "appears," "estimates," "projects," and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. Our actual results may differ significantly from the results discussed in the forward-looking statements within this release for a variety of reasons, including and without limitation, risks or uncertainties related to our acquisition of Becton, Dickinson and Company's Biosciences and Diagnostic Solutions business (the "BDS Business"), including failure to realize the anticipated benefits of this acquisition, including as a result of delay in integrating the BDS Business with the Company on the expected timeframe or at all, and the ability of the Company to implement its business strategy and achieve revenue and cost synergies, anticipated progress on Waters' research programs, development of new analytical instruments and associated software or consumables, manufacturing development and capabilities, our future financial and operational performance, future economic and market conditions, including our expectations about the growth rates of certain markets, our strategic initiatives, including our instrument replacement initiatives, respond and adapt to changing global dynamics, including the potential impacts of tariffs and supply chain challenges, our ability to retain and attract customers in various geographies and market segments, our market size and growth opportunities, our competitive positioning, projected costs, technological capabilities and plans, and objectives of management, and other risk factors detailed from time to time in Waters' reports filed with the Securities and Exchange Commission ("SEC"). Such factors and others are discussed more fully in the sections entitled "Forward-Looking Statements" and "Risk Factors" of the Company's annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, which discussions are incorporated by reference in this release, as updated by the Company's subsequent filings with the SEC. The forward-looking statements included in this release represent the Company's estimates or views as of the date of this release and should not be relied upon as representing the Company's estimates or views as of any date subsequent to the date of this release. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.Waters Corporation and SubsidiariesConsolidated Statements of Operations(In millions, except per share data)(Unaudited)
Three Months Ended
April 4, 2026
March 29, 2025
Net revenue$ 1,267
$ 662
Costs and operating expenses:
Cost of revenue (includes $99 million of fair value adjustments) (a)672
277Selling and administrative expenses 394
175Research and development expenses 96
47Purchased intangibles amortization (b)152
12
Operating (loss) income (47)
151
Other income, net1
2Interest expense, net(42)
(10)
(Loss) income from operations before income taxes(88)
143
(Benefit) provision for income taxes(16)
22
Net (loss) income$ (72)
$ 121
Net (loss) income per basic common share$ (0.87)
$ 2.04
Weighted-average number of basic common shares82,139
59,439
Net (loss) income per diluted common share$ (0.87)
$ 2.03
Weighted-average number of diluted common shares and equivalents82,139
59,711
(a) Cost of revenue for the three months ended April 4, 2026 includes $99 million of purchase accounting adjustments related to the fair value inventory
and fixed asset step up since the BDS acquisition date. (b) Purchased intangibles amortization for the three months ended April 4, 2026 includes $140 million of purchase accounting adjustments related to the
amortization of the BDS acquisition purchased intangibles since the BDS acquisition date. Waters Corporation and SubsidiariesReconciliation of GAAP to Adjusted Non-GAAPRevenue by Operating Segment, Product & Service, and GeographyThree Months Ended April 4, 2026 and March 29, 2025(In millions)
Three Months Ended
Reported
April 4, 2026 (b)
March 29, 2025
Growth
REVENUE - OPERATING SEGMENT
Analytical Sciences Division (ASD)
$607
$534
14 %
Biosciences Division (WBD)
232
-
**
Advanced Diagnostics Division (ADx)
349
53
560 %
Materials Sciences Division (MSD)
79
75
6 %Total Revenue
$1,267
$662
91 %
REVENUE - PRODUCT & SERVICE
Product
$919
$401
129 %
Service
348
261
33 %Total Revenue
$1,267
$662
91 %
REVENUE - GEOGRAPHY
Asia
$350
$221
58 %
Americas
505
256
98 %
Europe
412
185
122 %Total Revenue
$1,267
$662
91 %
Reconciliation of Organic Revenue Growth
Total Reported Revenue (GAAP)
$1,267
$662
91 %
Acquired Business Contribution
520
Total Organic Reported Revenue
$747
Organic Reported Revenue Growth
13 %
Currency Translation Impact
2 %
Organic Constant Currency Revenue Growth (a)
11 %
Reconciliation of Pro Forma Acquired Company Revenue for Period Owned (c)
Prior Year Full Quarter Revenue
$792
Less: Revenue Adjustments for Pre-Owned Period
307
Pro Forma Comparable Revenue
$520
$485
7 %
**Percentage not meaningful
(a)The Company believes that referring to comparable organic constant currency growth rates is a useful way to evaluate the underlying performance of Waters Corporation's net revenue. Organic constant currency growth, a non-GAAP financial measure, measures the change in net revenue between current and prior year periods, excluding the impact of foreign currency exchange rates during the current period and excluding the impact of acquisitions made within twelve months of the acquisition close date. See description of non-GAAP financial measures contained in this release.
(b)Waters Corporation revenue for the three months ended April 4, 2026 includes the results of the BDS Business acquisition from date of acquisition February 9, 2026 through April 4, 2026.
(c)The Company believes that referring to pro forma comparable revenue is a useful way to evaluate the underlying performance of the business. Pro forma comparable revenue reflects acquired company (Biosciences & Diagnostic Solutions) revenue where growth rates are presented on an as reported basis, covering revenue for the owned period portion of the quarter from February 9, 2026, the transaction close date, through the end of the quarter, with growth compared against the pro forma comparable revenue estimate for the prior year equivalent partial quarter period that predates Waters' ownership. Waters Corporation and SubsidiariesReconciliation of GAAP to Adjusted Non-GAAP FinancialsThree Months Ended April 4, 2026 and March 29, 2025(In millions, except per share data)
Operating
(Loss) Income
(Benefit)
Diluted
Selling &
Research &
Operating
(Loss)
Interest
before
Provision for
(Loss)
Cost of
Administrative
Development
(Loss)
Income
Expense,
Income
Income
Net (Loss)
Earnings
Revenue
Expenses(a)
Expenses
Income
Percentage
Net
Taxes
Taxes
Income
per ShareThree Months Ended April 4, 2026
GAAP
$672
$546
$96
$(47)
(3.7 %)
$(42)
$(88)
$(16)
$(72)
$(0.87)Adjustments:
Purchased intangibles and acquisition step-up amortization (b)
(99)
(152)
-
251
19.8 %
-
251
41
210
2.55
Restructuring costs and certain other items (c)
-
(4)
-
4
0.3 %
-
4
1
3
0.04
ERP implementation and transformation costs (d)
-
(9)
-
9
0.7 %
-
9
1
8
0.09
Acquisition related costs (e)
-
(82)
(1)
83
6.5 %
-
83
14
69
0.84
Financing costs (g)
-
-
-
-
-
4
4
-
4
0.04Adjusted Non-GAAP
$573
$299
$95
$300
23.6 %
$(38)
$263
$41
$222
$2.70
Three Months Ended March 29, 2025
GAAP
$277
$187
$47
$151
22.9 %
$(10)
$143
$22
$121
$2.03Adjustments:
Purchased intangibles amortization (b)
-
(12)
-
12
1.8 %
-
12
3
9
0.15
Restructuring costs and certain other items (c)
-
(1)
-
1
0.1 %
-
1
-
1
0.01
ERP implementation and transformation costs (d)
-
(2)
-
2
0.3 %
-
2
1
1
0.03
Retention bonus obligation (f)
-
(2)
(1)
3
0.4 %
-
3
1
2
0.03Adjusted Non-GAAP
$277
$170
$46
$169
25.5 %
$(10)
$161
$27
$134
$2.25
(a)Selling & administrative expenses include purchased intangibles amortization.(b)The amortization of purchased intangibles and acquisition-related inventory and fixed asset fair value step-up, which are non-cash expenses, were excluded to be consistent with how management evaluates the performance of its core business against historical operating results and the operating results of competitors over periods of time.(c)Restructuring costs and certain other items were excluded as the Company believes that the cost to consolidate operations, reduce overhead, and certain other income or expense items are not normal and do not represent future ongoing business expenses of a specific function or geographic location of the Company.(d)ERP implementation and transformation costs represent costs related to the Company's initiative to transition from its legacy enterprise resource planning (ERP) system to a new global ERP solution with a cloud-based infrastructure. These costs, which do not represent normal or future ongoing business expenses, are one-time, non-recurring costs related to the establishment of our new global ERP solution that were determined to be non-capitalizable in accordance with accounting standards.(e)Acquisition related costs include all incremental costs incurred to effect the business combination, such as advisory, legal, accounting, tax, valuation, other professional fees, and integration costs. The Company believes that these costs are not normal and do not represent future ongoing business expenses.(f)In connection with the Wyatt acquisition, the Company recognized a two-year retention bonus obligation that is contingent upon the employee's providing future service and continued employment with Waters. The Company believes that these costs are not normal and do not represent future ongoing business expenses.(g)Financing costs relate to certain financing fees incurred by the Company to secure access to certain debt facilities in connection with the agreement Waters entered into to acquire the Biosciences and Diagnostics Solutions business of Becton, Dickinson & Company. The Company believes that these costs are not normal and do not represent future ongoing business expenses. Waters Corporation and SubsidiariesPreliminary Condensed Unclassified Consolidated Balance Sheets(In millions and unaudited)
April 4, 2026
December 31, 2025
Cash and cash equivalents
$ 462
$ 588Accounts receivable
1,759
829Inventories
1,496
572Property, plant and equipment, net
1,520
642Intangible assets, net
8,779
558Goodwill
9,317
1,340Other assets
1,198
548 Total assets
$ 24,531
$ 5,077
Notes payable and debt
$ 5,215
$ 1,407Other liabilities
4,024
1,108Total liabilities
9,239
2,515
Total stockholders' equity
15,292
2,562 Total liabilities and stockholders' equity
$ 24,531
$ 5,077 Waters Corporation and SubsidiariesPreliminary Condensed Consolidated Statements of Cash FlowsThree Months Ended April 4, 2026 and March 29, 2025(In millions and unaudited)
Three Months Ended
April 4, 2026
March 29, 2025
Cash flows from operating activities:
Net (loss) income$ (72)
$ 121
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Stock-based compensation20
13
Depreciation and amortization207
49
Amortization of acquisition-related inventory and fixed asset step-up99
-
Change in operating assets and liabilities and other, net (b)(257)
77
Net cash (used in) provided by operating activities(3)
260
Cash flows from investing activities:
Additions to property, plant, equipment, and software capitalization(39)
(26)
Cash acquired in business acquisition144
-
Investments in unaffiliated companies(10)
-
Net cash provided by (used in) investing activities95
(26)
Cash flows from financing activities:
Proceeds from debt issuances 3,530
-
Payments on debt(3,700)
(170)
Payments of debt issuance costs(25)
-
Proceeds from stock plans3
8
Purchases of treasury shares(12)
(14)
Other cash flow from financing activities, net(9)
3
Net cash used in financing activities(213)
(173)
Effect of exchange rate changes on cash and cash equivalents(5)
(3)
(Decrease) increase in cash and cash equivalents(126)
58Cash and cash equivalents at beginning of period588
325
Cash and cash equivalents at end of period$ 462
$ 383
Reconciliation of Free Cash Flow - Adjusted Non-GAAP (a)
Net cash (used in) provided by operating activities - GAAP$ (3)
$ 260Adjustments:
Additions to property, plant, equipment, and software capitalization(39)
(26)Free Cash Flow - Adjusted Non-GAAP$ (42)
$ 234
(a)The Company defines free cash flow as net cash flow from operations accounted for under GAAP less capital expenditures and software capitalizations plus or minus any unusual and non recurring items. Free cash flow is not a GAAP measurement and may not be comparable to free cash flow reported by other companies.
(b)Includes a net $140 million receivable due from the BDS acquisition TSA provider relating to the initial net cash settlement for activity since the acquisition date. Waters Corporation and SubsidiariesReconciliation of Projected GAAP to Adjusted Non-GAAP Financial Outlook(In millions, except per share data)
Twelve Months Ended
Three Months Ended
December 31, 2026
July 4, 2026
Range
Range
Projected Revenue
Reported revenue$ 6,405-$ 6,455
$ 1,616-$ 1,631
Acquired business contribution$ 3,035-$ 3,035
$ 802-$ 802
Organic reported revenue$ 3,370-$ 3,420
$ 814-$ 829
Organic reported revenue growth6.5 %-8.0 %
5.5 %-7.5 %
Currency translation impact0.0 %-0.0 %
(0.5 %)-(0.5 %)
Organic constant currency revenue growth (a)6.5 %-8.0 %
6.0 %-8.0 %
Range
Range
Projected Earnings Per Diluted Share
Adjusted earnings per share$ 14.40-$ 14.60
$ 2.95-$ 3.05
(a)Organic constant currency growth rates are a non-GAAP financial measure that measures the change in net revenue between current and prior year periods, excluding the impact of foreign currency exchange rates during the current period and excluding the impact of acquisitions made within twelve months of the acquisition close date. These amounts are estimated at the current foreign currency exchange rates and based on the forecasted geographical revenue in local currency, as well as an assessment of market conditions as of the date of this press release, and may differ significantly from actual results.
These forward-looking adjustment estimates do not reflect future gains and charges that are inherently difficult to predict and estimate due to their unknown timing, effect and/or significance.
Contact: Caspar Tudor, Head of Investor Relations – (508) 482-3448 View original content:https://www.prnewswire.co.uk/news-releases/waters-corporation-nyse-wat-reports-first-quarter-2026-financial-results-302761909.html Original: Waters Corporation (NYSE: WAT) Reports First Quarter 2026 Financial Results
US Market News
4月前
Waters Corporation (NYSE: WAT) Reports Fourth Quarter and Full-Year 2025 Financial ResultsFebruary 9, 2026 6:30 AM
PR Newswire (US)
HighlightsFourth Quarter 2025Sales of $932 million landed at the high-end of reported sales growth guidance range; grew 7% as reported and 6% in constant currencyGrowth led by high single-digit constant currency growth in Pharma and Industrial end-markets, with broad-based growth across all regionsChemistry grew 12% in constant currency as new bioseparations products continued to experience significant customer demandInstruments grew 3% in constant currency, with high single-digit LC-MS growth partially offset by TA and transition to subscription model for EmpowerGAAP EPS of $3.77; non-GAAP EPS of $4.53 grew double digitsFull-Year 2025Sales of $3,165 million grew 7% as reported and 7% in constant currencyInstruments grew 5% in constant currency, led by strong LC-MS growth Recurring Revenue grew 8% in constant currency, led by 12% Chemistry growthGAAP EPS of $10.76; non-GAAP EPS of $13.13 grew double digitsMILFORD, Mass., Feb. 9, 2026 /PRNewswire/ -- Waters Corporation (NYSE: WAT), today announced its financial results for the fourth quarter and full year 2025.Sales for the fourth quarter of 2025 were $932 million, an increase of 7% as reported and 6% in constant currency, compared to sales of $873 million for the fourth quarter of 2024.On a GAAP basis, diluted earnings per share (EPS) for the fourth quarter of 2025 were $3.77, compared to $3.88 for the fourth quarter of 2024. Non-GAAP EPS for the fourth quarter of 2025 grew 10% to $4.53, compared to $4.10 for the fourth quarter of 2024."Our team delivered industry-leading results in 2025, achieving high single-digit revenue growth and double-digit adjusted EPS growth. We expect this momentum to continue into 2026, driven by strong execution of the multi-year instrument replacement cycle, continued contribution from pioneering innovation, and our Waters-specific idiosyncratic growth drivers," said Udit Batra, Ph.D., President & Chief Executive Officer, Waters Corporation."As we enter 2026, the addition of BD Biosciences and Diagnostic Solutions marks a transformative step forward for Waters. Today, we will close the transaction and are launching commercial excellence initiatives tied to instrument replacement, e-commerce, and service attachment that will build momentum and drive the first phase of our stated revenue synergies. Within the P&L, we also expect to make decisive progress towards realizing our stated cost synergies in the months ahead. Our starting 2026 guidance calls for an attractive 5.3% combined company sales growth at mid-point, with opportunity for outperformance as the year progresses."Fourth Quarter 2025During the fourth quarter of 2025, sales into the pharmaceutical market increased 8% as reported and 7% in constant currency. Sales into the industrial market increased 8% as reported and in constant currency. Sales into the academic and government market decreased 2% as reported and 3% in constant currency.During the quarter, instrument system sales increased 3% as reported and in constant currency. Recurring revenues, which represent the combination of service and precision chemistries, increased 10% as reported and 9% in constant currency.Geographically, sales in Asia during the quarter increased 4% as reported and 11% in constant currency. Sales in the Americas increased 4% as reported and in constant currency. Sales in Europe increased 13% as reported and 4% in constant currency.Full-Year 2025Sales for the fiscal year 2025 were $3,165 million, an increase of 7% as reported and in constant currency, compared to sales of $2,958 million for fiscal year 2024.On a GAAP basis, EPS for fiscal year 2025 was $10.76 compared to $10.71 for fiscal year 2024. On a non-GAAP basis, EPS increased by 11% to $13.13 compared to $11.86 for fiscal year 2024.During the fiscal year 2025, sales into the pharmaceutical market increased 9% as reported and in constant currency. Sales into the industrial market increased 6% as reported and in constant currency. Sales into the academic and government market were flat as reported and decreased 1% in constant currency.During the year, instrument system sales increased 5% as reported and in constant currency. Recurring revenues, which represent the combination of service and precision chemistries, increased 8% as reported and in constant currency.Geographically, sales in Asia during the year increased 7% as reported and 13% in constant currency. Sales in the Americas increased 4% as reported and in constant currency. Sales in Europe increased 10% as reported and 5% in constant currency.Unless otherwise noted, sales growth and decline percentages are presented on an as-reported basis. A description and reconciliation of GAAP to non-GAAP results appear in the tables below and can be found on the Company's website www.waters.com in the Investor Relations section.Full-Year and First Quarter 2026 Financial GuidanceFull-Year 2026 Financial GuidanceThe Company expects full-year 2026 organic constant currency revenue growth to be in the range of +5.5% to +7.0%. Including the positive impact of currency translation, full-year 2026 organic reported revenue is expected to be in the range of $3.355 billion to $3.405 billion.The Company expects an acquired business contribution in full-year 2026 of approximately $3.000 billion to reported revenue on an owned-period basis.Including the positive impact of expected revenue synergies, total Company revenue for full-year 2026 is expected to be in the range of $6.405 billion to $6.455 billion on a reported basis.The Company expects full-year 2026 non-GAAP EPS to be in the range of $14.30 to $14.50, which includes $0.10 cents of accretion versus the Company's standalone non-GAAP EPS profile due to our combination with the Biosciences and Diagnostic Solutions business of Becton, Dickinson & Company. This represents year-over-year non-GAAP EPS growth of approximately +8.9% to +10.4% for full-year 2026.First Quarter 2026 Financial GuidanceThe Company expects first quarter 2026 organic constant currency revenue growth to be in the range of +7.0% to +9.0%. Including the positive impact of currency translation, first quarter 2026 organic reported revenue is expected to be in the range of $718 million to $731 million.The Company expects an acquired business contribution in the first quarter of 2026 of approximately $480 million to reported revenue on an owned-period basis.Total Company revenue for the first quarter of 2026 is expected to be in the range of $1.198 billion to $1.211 billion on a reported basis.The Company expects first quarter 2026 non-GAAP EPS to be in the range of $2.25 to $2.35, which reflects year-over-year growth of approximately +0.0% to +4.4%.Please refer to the tables below for a reconciliation of the projected GAAP to non-GAAP financial outlook for the full-year and first quarter.Conference Call DetailsWaters Corporation will webcast its fourth quarter 2025 financial results conference call today, February 9, 2026, at 8:30 a.m. Eastern Time. To listen to the call and see the accompanying slide presentation, please visit www.waters.com, select "Investor Relations" under the "About Waters" section, navigate to "Events & Presentations," and click on the "Webcast." A replay will be available through at least March 9, 2026.About Waters CorporationWaters Corporation (NYSE:WAT) is a global leader in analytical instruments, separations technologies, and software, serving the life, materials, food, and environmental sciences for over 65 years. Our Company helps ensure the efficacy of medicines, the safety of food and the purity of water, and the quality and sustainability of products used every day. In over 100 countries, our 7,900+ passionate employees collaborate with customers in laboratories, manufacturing sites, and hospitals to accelerate the benefits of pioneering science.Non-GAAP Financial MeasuresThis release contains financial measures, such as organic constant currency growth rates, constant currency growth rates and adjusted earnings per diluted share, among others, which are considered "non-GAAP" financial measures under applicable U.S. Securities and Exchange Commission rules and regulations. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company's definitions of these non-GAAP measures may differ from similarly titled measures used by others. The non-GAAP financial measures used in this release adjust for specified items that can be highly variable or difficult to predict. The Company generally uses these non-GAAP financial measures to facilitate management's financial and operational decision-making, including evaluation of the Company's historical operating results, comparison to competitors' operating results and determination of management incentive compensation. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company's operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting the Company's business. Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company's reported results of operations, management strongly encourages investors to review the Company's consolidated financial statements and publicly filed reports in their entirety. Definitions of the non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures are included in the tables accompanying this release.Cautionary StatementThis release contains "forward-looking" statements regarding future results and events. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words "feels", "believes", "anticipates", "plans", "expects", "intends", "suggests", "appears", "estimates", "projects" and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. Our actual results may differ significantly from the results discussed in the forward-looking statements within this release for a variety of reasons, including and without limitation, risks or uncertainties related to our acquisition of Becton, Dickinson and Company's Biosciences and Diagnostic Solutions business, the impact of this acquisition on the Company's business and future results, including unexpected costs, charges or expenses resulting from this acquisition as well as difficulties and delays in achieving expected revenue and cost synergies related to this acquisition, the increased indebtedness of the Company as a result of this acquisition, our future financial and operational performance, future economic and market conditions, including our expectations about the growth rates of certain markets, our strategic initiatives, including our instrument replacement initiatives, respond and adapt to changing global dynamics, including the potential impacts of tariffs and supply chain challenges, our ability to retain and attract customers in various geographies and market segments, our market size and growth opportunities, our competitive positioning, projected costs, technological capabilities and plans, and objectives of management, and other risk factors detailed from time to time in Waters' reports filed with the Securities and Exchange Commission ("SEC"). Such factors and others are discussed more fully in the sections entitled "Forward-Looking Statements" and "Risk Factors" of the Company's annual report on Form 10-K for the year ended December 31, 2024, as filed with the SEC, which discussions are incorporated by reference in this release, as updated by the Company's subsequent filings with the SEC. The forward-looking statements included in this release represent the Company's estimates or views as of the date of this release and should not be relied upon as representing the Company's estimates or views as of any date subsequent to the date of this release. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.Waters Corporation and SubsidiariesConsolidated Statements of Operations(In thousands, except per share data)(Unaudited)
Three Months Ended
Twelve Months Ended
December 31,
2025
December 31,
2024
December 31,
2025
December 31,
2024
Net sales$ 932,362
$ 872,714
$ 3,165,286
$ 2,958,387
Costs and operating expenses:
Cost of sales362,864
348,516
1,288,822
1,200,201Selling and administrative expenses 240,007
173,268
830,374
690,148Research and development expenses 46,898
46,914
195,711
183,027Purchased intangibles amortization 12,077
11,753
47,791
47,090Litigation provision-
-
-
11,568
Operating income 270,516
292,263
802,588
826,353
Other income (expense), net2,283
(843)
3,061
776Interest expense, net(8,618)
(14,437)
(50,771)
(72,261)
Income from operations before income taxes264,181
276,983
754,878
754,868
Provision for income taxes38,967
45,585
112,249
117,034
Net income$ 225,214
$ 231,398
$ 642,629
$ 637,834
Net income per basic common share$ 3.78
$ 3.90
$ 10.80
$ 10.75
Weighted-average number of basic common shares59,546
59,386
59,509
59,333
Net income per diluted common share$ 3.77
$ 3.88
$ 10.76
$ 10.71
Weighted-average number of diluted common shares and equivalents59,763
59,645
59,706
59,552 Waters Corporation and SubsidiariesReconciliation of GAAP to Adjusted Non-GAAPNet Sales by Operating Segments, Products & Services, Geography and MarketsThree Months Ended December 31, 2025 and December 31, 2024(In thousands)
Constant
Three Months Ended
Percent
Impact of
Currency
December 31, 2025
December 31, 2024
Change
Currency
Growth Rate (a)
NET SALES - OPERATING SEGMENTS
Waters
$823,937
$764,309
8 %
1 %
7 %TA
108,425
108,405
0 %
0 %
0 %
Total
$932,362
$872,714
7 %
1 %
6 %
NET SALES - PRODUCTS & SERVICES
Instruments
$432,850
$419,616
3 %
1 %
3 %
Service
329,156
301,844
9 %
1 %
8 %Chemistry
170,356
151,254
13 %
1 %
12 %Total Recurring
499,512
453,098
10 %
1 %
9 %
Total
$932,362
$872,714
7 %
1 %
6 %
NET SALES - GEOGRAPHY
Asia
$283,967
$272,903
4 %
(7 %)
11 %Americas
332,424
321,005
4 %
0 %
4 %Europe
315,971
278,806
13 %
9 %
4 %
Total
$932,362
$872,714
7 %
1 %
6 %
NET SALES - MARKETS
Pharmaceutical
$540,567
$498,807
8 %
1 %
7 %Industrial
284,465
264,027
8 %
0 %
8 %Academic & Government
107,330
109,880
(2 %)
1 %
(3 %)
Total
$932,362
$872,714
7 %
1 %
6 %
(a)The Company believes that referring to comparable constant currency growth rates is a useful way to evaluate the underlying performance of Waters Corporation's net sales. Constant currency growth, a non-GAAP financial measure, measures the change in net sales between current and prior year periods, excluding the impact of foreign currency exchange rates during the current period. See description of non-GAAP financial measures contained in this release. Waters Corporation and Subsidiaries
Reconciliation of GAAP to Adjusted Non-GAAP
Net Sales by Operating Segments, Products & Services, Geography and Markets
Twelve Months Ended December 31, 2025 and December 31, 2024
(In thousands)
Constant
Twelve Months Ended
Percent
Impact of
Currency
December 31, 2025
December 31, 2024
Change
Currency
Growth Rate (a)
NET SALES - OPERATING SEGMENTS
Waters
$2,813,446
$2,604,421
8 %
0 %
8 %
TA
351,840
353,966
(1 %)
0 %
(1 %)
Total
$3,165,286
$2,958,387
7 %
0 %
7 %
NET SALES - PRODUCTS & SERVICES
Instruments
$1,345,642
$1,278,695
5 %
0 %
5 %
Service
1,188,186
1,114,211
7 %
0 %
7 %
Chemistry
631,458
565,481
12 %
0 %
12 %
Total Recurring
1,819,644
1,679,692
8 %
0 %
8 %
Total
$3,165,286
$2,958,387
7 %
0 %
7 %
NET SALES - GEOGRAPHY
Asia
$1,040,397
$969,222
7 %
(5 %)
13 %
Americas
1,161,513
1,115,780
4 %
0 %
4 %
Europe
963,376
873,385
10 %
6 %
5 %
Total
$3,165,286
$2,958,387
7 %
0 %
7 %
NET SALES - MARKETS
Pharmaceutical
$1,873,362
$1,718,899
9 %
0 %
9 %
Industrial
961,154
908,486
6 %
0 %
6 %
Academic & Government
330,770
331,002
0 %
1 %
(1 %)
Total
$3,165,286
$2,958,387
7 %
0 %
7 %
(a)The Company believes that referring to comparable constant currency growth rates is a useful way to evaluate the underlying performance of Waters Corporation's net sales. Constant currency growth, a non-GAAP financial measure, measures the change in net sales between current and prior year periods, excluding the impact of foreign currency exchange rates during the current period. See description of non-GAAP financial measures contained in this release. Waters Corporation and SubsidiariesReconciliation of GAAP to Adjusted Non-GAAP FinancialsThree and Twelve Months Ended December 31, 2025 and December 31, 2024(In thousands, except per share data)
Income from
Operations
Selling &
Research &
Operating
Other
Interest
before
Provision for
Diluted
Administrative
Development
Operating
Income
Income
Expense,
Income
Income
Net
Earnings
Expenses(a)
Expenses
Income
Percentage
(Expense)
Net
Taxes
Taxes
Income
per ShareThree Months Ended December 31, 2025
GAAP
$252,084
$46,898
$270,516
29.0 %
$2,283
$(8,618)
$264,181
$38,967
$225,214
$3.77Adjustments:
Purchased intangibles amortization (b)
(12,077)
-
12,077
1.3 %
-
-
12,077
2,930
9,147
0.15
Restructuring costs and certain other items (c)
(3,290)
-
3,290
0.4 %
(2,398)
-
892
216
676
0.01
ERP implementation and transformation costs (d)
(5,777)
-
5,777
0.6 %
-
-
5,777
1,386
4,391
0.07
Acquisition related costs (e)
(39,975)
3,204
36,771
3.9 %
-
-
36,771
6,589
30,182
0.51
Financing Costs (h)
-
-
-
-
-
1,518
1,518
364
1,154
0.02Adjusted Non-GAAP
$190,965
$50,102
$328,431
35.2 %
$(115)
$(7,100)
$321,216
$50,452
$270,764
$4.53
Three Months Ended December 31, 2024
GAAP
$185,021
$46,914
$292,263
33.5 %
$(843)
$(14,437)
$276,983
$45,585
$231,398
$3.88Adjustments:
Purchased intangibles amortization (b)
(11,753)
-
11,753
1.3 %
-
-
11,753
2,813
8,940
0.15
Restructuring costs and certain other items (c)
(1,480)
-
1,480
0.2 %
-
-
1,480
354
1,126
0.02
ERP implementation and transformation costs (d)
(1,346)
-
1,346
0.2 %
-
-
1,346
337
1,009
0.02
Retention bonus obligation (g)
(1,911)
(636)
2,547
0.3 %
-
-
2,547
612
1,935
0.03Adjusted Non-GAAP
$168,531
$46,278
$309,389
35.5 %
$(843)
$(14,437)
$294,109
$49,701
$244,408
$4.10
Twelve Months Ended December 31, 2025
GAAP
$878,165
$195,711
$802,588
25.4 %
$3,061
$(50,771)
$754,878
$112,249
$642,629
$10.76Adjustments:
Purchased intangibles amortization (b)
(47,791)
-
47,791
1.5 %
-
-
47,791
11,476
36,315
0.61
Restructuring costs and certain other items (c)
(9,036)
-
9,036
0.3 %
(2,398)
-
6,638
1,560
5,078
0.09
ERP implementation and transformation costs (d)
(19,588)
-
19,588
0.6 %
-
-
19,588
4,701
14,887
0.25
Acquisition related costs (e)
(81,068)
(531)
81,599
2.6 %
-
-
81,599
11,318
70,281
1.18
Retention bonus obligation (g)
(2,864)
(954)
3,818
0.1 %
-
-
3,818
916
2,902
0.05
Financing Costs (h)
-
-
-
-
-
15,578
15,578
3,738
11,840
0.20Adjusted Non-GAAP
$717,818
$194,226
$964,420
30.5 %
$663
$(35,193)
$929,890
$145,958
$783,932
$13.13
Twelve Months Ended December 31, 2024
GAAP
$748,806
$183,027
$826,353
27.9 %
$776
$(72,261)
$754,868
$117,034
$637,834
$10.71Adjustments:
Purchased intangibles amortization (b)
(47,090)
-
47,090
1.6 %
-
-
47,090
11,269
35,821
0.60
Restructuring costs and certain other items (c)
(12,160)
-
12,160
0.4 %
-
-
12,160
2,971
9,189
0.15
ERP implementation and transformation costs (d)
(1,346)
-
1,346
0.0 %
-
-
1,346
337
1,009
0.02
Litigation provision and settlement (f)
(11,568)
-
11,568
0.4 %
-
-
11,568
2,776
8,792
0.15
Retention bonus obligation (g)
(13,362)
(4,453)
17,815
0.6 %
-
-
17,815
4,276
13,539
0.23Adjusted Non-GAAP
$663,280
$178,574
$916,332
31.0 %
$776
$(72,261)
$844,847
$138,663
$706,184
$11.86
(a)Selling & administrative expenses include purchased intangibles amortization and litigation provisions and settlements.(b)The purchased intangibles amortization, a non-cash expense, was excluded to be consistent with how management evaluates the performance of its core business against historical operating results and the operating results of competitors over periods of time.(c)Restructuring costs and certain other items were excluded as the Company believes that the cost to consolidate operations, reduce overhead, and certain other income or expense items are not normal and do not represent future ongoing business expenses of a specific function or geographic location of the Company.(d)ERP implementation and transformation costs represent costs related to the Company's initiative to transition from its legacy enterprise resource planning (ERP) system to a new global ERP solution with a cloud-based infrastructure. These costs, which do not represent normal or future ongoing business expenses, are one-time, non-recurring costs related to the establishment of our new global ERP solution that were determined to be non-capitalizable in accordance with accounting standards.(e)Acquisition related costs include all incremental costs incurred to effect the business combination, such as advisory, legal, accounting, tax, valuation, other professional fees, and integration costs. The Company believes that these costs are not normal and do not represent future ongoing business expenses.(f)Litigation provisions and settlement gains were excluded as these items are isolated, unpredictable and not expected to recur regularly.(g)In connection with the Wyatt acquisition, the Company recognized a two-year retention bonus obligation that is contingent upon the employee's providing future service and continued employment with Waters. The Company believes that these costs are not normal and do not represent future ongoing business expenses.(h)Financing costs relate to certain financing fees incurred by the Company to secure access to certain debt facilities in connection with the agreement Waters entered into to acquire the Biosciences and Diagnostics Solutions business of Becton, Dickinson & Company. The Company believes that these costs are not normal and do not represent future ongoing business expenses. Waters Corporation and SubsidiariesPreliminary Condensed Unclassified Consolidated Balance Sheets(In thousands and unaudited)
December 31, 2025
December 31, 2024
Cash and cash equivalents
$ 587,831
$ 325,355Accounts receivable
828,844
733,365Inventories
572,371
477,261Property, plant and equipment, net
642,046
651,200Intangible assets, net
558,179
567,906Goodwill
1,340,081
1,295,720Other assets
554,625
502,988 Total assets
$ 5,083,977
$ 4,553,795
Notes payable and debt
$ 1,407,445
$ 1,626,488Other liabilities
1,115,290
1,098,800 Total liabilities
2,522,735
2,725,288
Total stockholders' equity
2,561,242
1,828,507 Total liabilities and stockholders' equity
$ 5,083,977
$ 4,553,795 Waters Corporation and SubsidiariesPreliminary Condensed Consolidated Statements of Cash FlowsThree and Twelve Months Ended December 31, 2025 and December 31, 2024(In thousands and unaudited)
Three Months Ended
Twelve Months Ended
December 31, 2025
December 31, 2024
December 31, 2025
December 31, 2024
Cash flows from operating activities:
Net income$ 225,214
$ 231,398
$ 642,629
$ 637,834
Adjustments to reconcile net income to net
cash provided by operating activities:
Stock-based compensation14,502
11,716
54,127
44,709
Depreciation and amortization52,541
48,575
206,237
191,825
Change in operating assets and liabilities and other, net(127,704)
(51,550)
(250,438)
(112,245)
Net cash provided by operating activities164,553
240,139
652,555
762,123
Cash flows from investing activities:
Additions to property, plant, equipment
and software capitalization(38,973)
(52,104)
(112,745)
(142,481)
Business acquisitions, net of cash acquired-
-
(35,053)
-
Investments in unaffiliated companies(6,000)
-
(7,295)
(1,489)
Net change in investments-
(9)
-
(53)
Other cash flow from investing activities, net2,840
-
2,840
Net cash used in investing activities(42,133)
(52,113)
(152,253)
(144,023)
Cash flows from financing activities:
Net change in debt(335)
(200,000)
(243,321)
(730,000)
Proceeds from stock plans5,169
5,293
20,790
30,366
Purchases of treasury shares(144)
(66)
(14,667)
(13,541)
Other cash flow from financing activities, net(1,354)
1,195
(7)
16,500
Net cash provided by (used in) financing activities3,336
(193,578)
(237,205)
(696,675)
Effect of exchange rate changes on cash and cash equivalents2,957
(541)
(621)
7,920
Increase (decrease) in cash and cash equivalents128,713
(6,093)
262,476
(70,655)
Cash and cash equivalents at beginning of period459,118
330,514
325,355
395,076
Cash and cash equivalents at end of period$ 587,831
$ 324,421
$ 587,831
$ 324,421
Reconciliation of GAAP Cash Flows from Operating Activities to Free Cash Flow (a)
Net cash provided by operating activities - GAAP$ 164,553
$ 240,139
$ 652,555
$ 762,123
Adjustments:
Additions to property, plant, equipment
and software capitalization(38,973)
(52,104)
(112,745)
(142,481)
Tax reform payments-
-
120,006
95,645
Litigation settlements (received) paid, net(375)
-
(2,625)
9,250
Payment of Wyatt retention bonus obligation (b)-
-
20,127
19,770Free Cash Flow - Adjusted Non-GAAP$ 125,205
$ 188,035
$ 677,318
$ 744,307
(a)The Company defines free cash flow as net cash flow from operations accounted for under GAAP less capital expenditures and software capitalizations plus or minus any unusual and non recurring items. Free cash flow is not a GAAP measurement and may not be comparable to free cash flow reported by other companies.(b)During the twelve months ended December 31, 2025 and 2024, the Company made retention payments under the Wyatt retention bonus program. The Company believes that these payments are not normal and do not represent future ongoing business expenses. Waters Corporation and SubsidiariesReconciliation of Projected GAAP to Adjusted Non-GAAP Financial Outlook(In millions, except per share data)
Twelve Months Ended
Three Months Ended
December 31, 2026
April 4, 2026
Range
RangeProjected revenue
Reported revenue
$ 6,405-$ 6,455
$ 1,198-$ 1,211Impact of:
Acquired business contribution
$ 3,000-$ 3,000
$ 480-$ 480
Revenue synergies
$ 50-$ 50
$ --$ -Organic reported revenue
$ 3,355-$ 3,405
$ 718-$ 731Organic reported revenue growth
6.0 %-7.5 %
8.5 %-10.5 %Currency translation impact
0.5 %-0.5 %
1.5 %-1.5 %Organic constant currency revenue growth (a)
5.5 %-7.0 %
7.0 %-9.0 %
Range
RangeProjected Earnings Per Diluted Share
GAAP earnings per diluted share
$ 6.63-$ 6.83
$ 0.05-$ 0.15Adjustments:
Purchased intangibles amortization $ 5.24-$ 5.24
$ 1.05-$ 1.05
ERP implementation and transformation costs $ 0.14-$ 0.14
$ 0.06-$ 0.06
Acquisition related costs$ 0.45-$ 0.45
$ 0.45-$ 0.45
Amortization of acquisition-related inventory fair value step-up$ 1.84-$ 1.84
$ 0.64-$ 0.64Adjusted non-GAAP earnings per diluted share$ 14.30-$ 14.50
$ 2.25-$ 2.35
(a)Organic constant currency growth rates are a non-GAAP financial measure that measures the change in net revenue between current and prior year periods, excluding the impact of foreign currency exchange rates during the current period and excluding the impact of acquisitions made within twelve months of the acquisition close date. These amounts are estimated at the current foreign currency exchange rates and based on the forecasted geographical revenue in local currency, as well as an assessment of market conditions as of the date of this press release, and may differ significantly from actual results.
These forward-looking adjustment estimates do not reflect future gains and charges that are inherently difficult to predict and estimate due to their unknown timing, effect and/or significance. Contact: Caspar Tudor, Head of Investor Relations – (508) 482-3448
View original content:https://www.prnewswire.co.uk/news-releases/waters-corporation-nyse-wat-reports-fourth-quarter-and-full-year-2025-financial-results-302682095.html
Original: Waters Corporation (NYSE: WAT) Reports Fourth Quarter and Full-Year 2025 Financial Results
US Market News
4月前
BD Announces Record Date for the Spin-Off of its Biosciences & Diagnostic Solutions BusinessJanuary 27, 2026 2:25 PM
PR Newswire (US)
Distribution date and closing date for spin-off and merger with Waters Corporation set for February 9, 2026FRANKLIN LAKES, N.J., Jan. 27, 2026 /PRNewswire/ -- BD (Becton, Dickinson and Company) (NYSE: BDX) ("BD" or the "Company") today announced that the Company's Board of Directors has set the close of business on February 5, 2026, as the record date for the previously announced spin-off of BD's Biosciences & Diagnostic Solutions business to BD's shareholders. Immediately following the spin-off, the spun-off entity will be combined with Waters Corporation (NYSE: WAT) ("Waters") in a Reverse Morris Trust transaction. The combination is expected to be completed on February 9, 2026, subject to the satisfaction of customary closing conditions. As previously disclosed, under the terms of the transaction, BD will receive $4 billion in cash, and BD shareholders will receive Waters common stock representing 39.2% of the combined company on a fully diluted basis. Existing Waters shareholders will own 60.8% of the combined company on a fully diluted basis. The number of shares of Waters common stock that each holder of BD common stock as of the record date will receive in the transaction will be determined and announced in conjunction with the closing.BD shareholders do not need to pay any consideration, exchange or surrender their BD common stock or take any other action to receive the Waters common stock in the transaction, other than to hold BD common stock as of the record date. Following the close of the transaction, BD shareholders will continue to hold, along with the shares of Waters common stock received in the combination, the same number of shares of BD common stock they held immediately prior to the close of the transaction. After close, investors should expect that BD's share price will adjust to reflect the transfer of the Biosciences & Diagnostic Solutions business to Waters Corporation in the combination. BD has received a favorable Private Letter Ruling from the Internal Revenue Service regarding matters relating to the U.S. federal income tax consequences of the transaction, and Waters stockholders have approved the issuance of shares of Waters common stock in the combination. The distribution and the closing of the transaction remain subject to the satisfaction of customary closing conditions.BD has been advised by the New York Stock Exchange (the "NYSE") that, beginning on February 5, 2026 and continuing through and including the closing date of the transaction, which is anticipated to be February 9, 2026, shares of BD common stock will trade with "due bills" representing the right to receive the SpinCo common stock distribution (which shares of SpinCo common stock would be converted into shares of Waters common stock as a result of the transaction on the closing date of the transaction). BD common stock is expected to be quoted "Ex-Distribution" (without the entitlement to receive the SpinCo common stock distribution or the shares of Waters common stock) beginning on the first trading day following the closing of the transaction.In all cases, investors should consult with their financial and tax advisors regarding the specific implications of selling shares of their BD common stock, including implications for the right to receive shares of SpinCo common stock as a result of the distribution as well as shares of Waters common stock as a result of the combination of SpinCo with Waters.About BDBD is one of the largest global medical technology companies in the world and is advancing the world of health™ by improving medical discovery, diagnostics and the delivery of care. The company supports the heroes on the frontlines of health care by developing innovative technology, services and solutions that help advance both clinical therapy for patients and clinical process for health care providers. BD and its more than 70,000 employees have a passion and commitment to help enhance the safety and efficiency of clinicians' care delivery process, enable laboratory scientists to accurately detect disease and advance researchers' capabilities to develop the next generation of diagnostics and therapeutics. BD has a presence in virtually every country and partners with organizations around the world to address some of the most challenging global health issues. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase efficiency, improve safety and expand access to health care. For more information on BD, please visit bd.com or connect with us on LinkedIn at www.linkedin.com/company/bd1/, X (formerly Twitter) at @BDandCo or Instagram at @becton_dickinson.Additional Information and Where to Find It This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act"), and otherwise in accordance with applicable law.In connection with the proposed transaction between Waters, SpinCo and BD, the parties have filed relevant materials with the U.S. Securities and Exchange Commission (the "SEC"), including, among other filings, a registration statement on Form S-4 filed by Waters (as amended, the "Registration Statement") that includes a preliminary proxy statement/prospectus of Waters, and a registration statement on Form 10 filed by SpinCo (as amended, the "Form 10") that incorporates by reference certain portions of the Registration Statement and serves as an preliminary information statement in connection with the spin-off of SpinCo from BD. The Registration Statement was declared effective by the SEC on December 23, 2025, and Waters filed the definitive proxy statement/prospectus (the 'Proxy Statement/Prospectus") with the SEC on December 23, 2025. The Proxy Statement/Prospectus was mailed, on or about December 23, 2025, to Waters shareholders of record as of December 19, 2025. The Form 10 was declared effective on December 31, 2025. SpinCo filed the final information statement on January 5, 2026 (the "Information Statement") INVESTORS AND SECURITY HOLDERS OF WATERS AND BD ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT AND ANY OTHER DOCUMENTS THAT ARE FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement/Prospectus, the Information Statement and other documents filed with the SEC by Waters, SpinCo or BD through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Waters will be available free of charge on Waters' website at waters.com under the tab "About Waters" and under the heading "Investor Relations" and subheading "Financials—SEC Filings." Copies of the documents filed with the SEC by BD and SpinCo will be available free of charge on BD's website at bd.com under the tab "About BD" and under the heading "Investors" and subheading "SEC Filings."Cautionary Statement Regarding Forward-Looking StatementsThis communication includes "forward-looking statements" as that term is defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction among Waters, BD and SpinCo. These forward-looking statements generally are identified by the words "believe," "feel," "project," "expect," "anticipate," "appear," "estimate," "forecast," "outlook," "target," "endeavor," "seek," "predict," "intend," "suggest," "strategy," "plan," "may," "could," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, and any assumptions underlying any of the foregoing, are forward looking statements.These forward-looking statements are based on Waters' and BD's current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Waters' and BD's control. None of Waters, BD, SpinCo or any of their respective directors, executive officers, or advisors make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Waters or BD. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, these developments could have a material adverse effect on Waters' and BD's businesses and the ability to successfully complete the proposed transaction and realize its benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, may not be satisfied or waived, on a timely basis or otherwise; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by Waters, BD and SpinCo, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of Waters and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general political, economic, regulatory, environmental, trade and/or industry specific conditions or any volatility resulting from the imposition of and changing policies around tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the proposed transaction is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of BD; (16) risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, suppliers, or other counterparties; and (17) other risk factors detailed from time to time in Waters' and BD's reports filed with the SEC, including Waters' and BD's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.Any forward-looking statements speak only as of the date of this communication. None of Waters, BD or SpinCo undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.Contacts:
Media:Investors:
Matt MarcusShawn BevecVP, Public RelationsSVP, Investor RelationsMatt.Marcus@bd.comInvestor_Relations@bd.com
View original content:https://www.prnewswire.com/news-releases/bd-announces-record-date-for-the-spin-off-of-its-biosciences--diagnostic-solutions-business-302671313.htmlSOURCE BD (Becton, Dickinson and Company)
Original: BD Announces Record Date for the Spin-Off of its Biosciences & Diagnostic Solutions Business
US Market News
4月前
Waters Shareholders Approve Combination with BD's Biosciences & Diagnostic Solutions BusinessJanuary 27, 2026 2:25 PM
PR Newswire (US)
Waters Corporation's Q4 2025 Financial Results Conference Call will now be held on Monday,
February 9th, 2026 at 8:30am ET in conjunction with the expected close of the transactionMILFORD, Mass., Jan. 27, 2026 /PRNewswire/ -- Waters Corporation (NYSE: WAT) (the "Company" or "Waters") today announced that, at the Company's Special Meeting of Shareholders (the "Special Meeting") held today, Waters shareholders overwhelmingly voted to approve the issuance of shares of Waters common stock to shareholders of Becton, Dickinson and Company (NYSE: BDX) ("BD") in connection with the proposed combination of BD's Biosciences & Diagnostic Solutions business with Waters.
"We appreciate the continued support of our shareholders as we move closer to completing this transaction," said Udit Batra, Ph.D., President and Chief Executive Officer, Waters Corporation. "With this milestone complete, our focus is on closing the transaction and ushering in the next chapter of growth and innovation as a differentiated leader in life sciences and diagnostics. We look forward to creating meaningful value for patients, customers, employees, and shareholders alike."BD has received a favorable Private Letter Ruling from the Internal Revenue Service regarding matters relating to the U.S. federal income tax consequences of the transaction. Waters and BD have also received all of the required regulatory approvals. The transaction is expected to close on February 9, 2026, subject to the satisfaction of the remaining customary closing conditions.The preliminary results of Waters' Special Meeting indicate that approximately 99% of shares present in person or by proxy at the Special Meeting voted in favor of the issuance of shares of Waters common stock to BD shareholders in connection with the proposed combination of BD's Biosciences & Diagnostic Solutions business with Waters. The final vote results, as certified by the inspectors of elections, will be reported in a Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC").Waters will now release its previously scheduled Q4 2025 financial results and hold its financial results conference call on Monday, February 9, 2026, at 8:30 a.m. Eastern Time in conjunction with the expected close of the transaction. A live webcast of the presentation will be available on Waters Investor Relations website at https://ir.waters.com. A replay of the webcast will also be available until at least March 9, 2026, at midnight Eastern Time.About Waters Corporation Waters Corporation (NYSE: WAT), is a global leader in analytical instruments, separations technologies, and software, serving the life, materials, food, and environmental sciences for over 65 years. Our Company helps ensure the efficacy of medicines, the safety of food and the purity of water, and the quality and sustainability of products used every day. In over 100 countries, our 7,600+ passionate employees collaborate with customers in laboratories, manufacturing sites, and hospitals to accelerate the benefits of pioneering science.Additional Information and Where to Find It This release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act"), and otherwise in accordance with applicable law.In connection with the proposed transaction between Waters, Augusta SpinCo Corporation ("SpinCo") and BD, the parties have filed relevant materials with the U.S. Securities and Exchange Commission, including, among other filings, a registration statement on Form S-4 filed by Waters (the "Form S-4") that includes a preliminary proxy statement/prospectus of Waters, and a registration statement on Form 10 filed by SpinCo (the "Form 10") that incorporates by reference certain portions of the Form S-4 and serves as an information statement in connection with the spin-off of SpinCo from BD. The Form S-4 was declared effective by the SEC on December 23, 2025, and Waters filed a definitive proxy statement/prospectus with the SEC on December 23, 2025. The definitive proxy statement/prospectus was mailed, on or about December 23, 2025, to Waters shareholders of record as of December 19, 2025. The Form 10 was declared effective on December 31, 2025. INVESTORS AND SECURITY HOLDERS OF WATERS AND BD ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THE INFORMATION STATEMENT AND ANY OTHER DOCUMENTS THAT ARE FILED OR THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4, the definitive proxy statement/prospectus and other documents filed with the SEC by Waters, SpinCo or BD through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Waters will be available free of charge on Waters' website at waters.com under the tab "About Waters" and under the heading "Investor Relations" and subheading "Financials—SEC Filings." Copies of the documents filed with the SEC by BD and SpinCo will be available free of charge on BD's website at bd.com under the tab "About BD" and under the heading "Investors" and subheading "SEC Filings."Cautionary Statement Regarding Forward-Looking StatementsThis release includes "forward-looking statements" as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act including statements regarding the proposed transaction among Waters, SpinCo and BD. These forward-looking statements generally are identified by the words "believe," "feel," "project," "expect," "anticipate," "appear," "estimate," "forecast," "outlook," "target," "endeavor," "seek," "predict," "intend," "suggest," "strategy," "plan," "may," "could," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding future operating and financial performance, market growth and drivers of market growth, success of Waters' products or products of the combined company, customer trends, the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including the amount and timing of synergies from the proposed transaction, the combined company's plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward looking statements. These forward-looking statements are based on Waters' and BD's current expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Waters' and BD's control. None of Waters, BD, SpinCo or any of their respective directors, executive officers, or advisors make any representation or provide any assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur, what impact they will have on the business, results of operations or financial condition of Waters or BD. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, these developments could have a material adverse effect on Waters' and BD's businesses and the ability to successfully complete the proposed transaction and realize its benefits. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by Waters, BD and SpinCo, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of Waters and SpinCo, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general political, economic, regulatory, environmental, trade and/or industry specific conditions or any volatility resulting from the imposition of and changing policies around tariffs; (13) actions by third parties, including government agencies; (14) the risk that the anticipated tax treatment of the proposed transaction is not obtained; (15) the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of BD; (16) risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, suppliers, or other counterparties; and (17) other risk factors detailed from time to time in Waters' and BD's reports filed with the SEC, including Waters' and BD's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that have been filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.ContactsMolly Gluck
Head of External Communications
Waters Corporation
508.498.9732
Molly_Gluck@waters.com Caspar Tudor
Head of Investor Relations
Waters Corporation
508.482.3448
investor_relations@waters.com
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Original: Waters Shareholders Approve Combination with BD's Biosciences & Diagnostic Solutions Business