WAT 8-K Current Reports

Waters 8-K Report, Financial Results (Nov 3, 2026)

Waters 8-K Report, Executive Changes (Aug 21, 2026)

Waters Corporation filed an Item 5.02 and Item 8.01 Form 8-K disclosing a senior leadership change in its Analytical Sciences Division. Robert L. Carpio III notified the company on August 17, 2026, of his decision to resign as Senior Vice President, Waters Analytical Sciences Division, to pursue other opportunities. He relinquished his duties in that role effective August 20, 2026. Tina Wu, currently Senior Vice President, Waters Materials Sciences Division and President, China, will assume the role of Senior Vice President, Waters Analytical Sciences Division. Ms. Wu joined the company in June 2026 after more than 20 years at DuPont (NYSE: DD), where she held senior leadership positions running businesses with approximately $1 billion to $2.3 billion in annual net sales, most recently as Global Vice President, President of DuPont Mobility & Materials since 2021. The filing does not describe financial results, guidance, compensation terms for either executive, or any effect of the transition on operations. For investors, the key takeaway is an internal leadership transition in a major business unit, with an experienced industrial executive stepping into the role.

Waters 8-K Report, Financial Results (Aug 4, 2026)

Waters Corporation (NYSE: WAT) filed an 8-K under Item 2.02 on August 4, 2026, furnishing its press release (Exhibit 99.1) reporting results for the second quarter ended July 4, 2026. Reported revenue was $1.645 billion, comprising $828 million of organic revenue and $817 million from the acquired Biosciences and Diagnostic Solutions (BDS) businesses. Organic revenue grew 7% as reported and 9% in constant currency. GAAP diluted EPS was a loss of $1.39, reflecting acquisition-related purchase accounting charges including amortization of acquired intangibles and inventory step-up, while adjusted EPS rose 3% to $3.05 from $2.95, at the high end of guidance. The Analytical Sciences Division grew to $669 million from $627 million, and instrument revenue grew 8% in constant currency. Management raised every component of its full-year 2026 guidance. It now expects organic constant currency revenue growth of 7% to 9%, total reported revenue of $6.415 billion to $6.476 billion, acquired business reported revenue of approximately $3.045 billion, and adjusted EPS of $14.45 to $14.65, which the company says represents 10% to 12% year-over-year growth. For the third quarter, the company guides organic constant currency revenue growth of 8% to 10%, total reported revenue of $1.745 billion to $1.762 billion, and adjusted EPS of $3.95 to $4.05. Investors should note the scale of the BDS acquisition on the balance sheet: intangible assets rose to $8.521 billion from $558 million at year-end 2025, goodwill to $9.421 billion from $1.340 billion, and notes payable and debt to $5.086 billion from $1.407 billion. GAAP results for the quarter include $232 million of amortization of BDS acquired intangibles and $155 million of inventory and fixed asset step-ups in cost of revenue, along with $49 million of restructuring charges. Management attributes the results to broad end-market recovery and early cost actions, which offset unfavorable foreign exchange translation.

Waters 8-K Report, Shareholder Vote Results (May 22, 2026)

Waters Corporation held its annual meeting of stockholders on May 21, 2026, according to this Current Report on Form 8-K filed May 22, 2026, under Item 5.07 (Submission of Matters to a Vote of Security Holders). Approximately 90,729,508 shares were present or represented by proxy, representing approximately 92.4% of all shares entitled to vote. The filing reports no financial results, guidance, or strategic announcements. Stockholders re-elected all eleven nominated directors to the Board: Flemming Ornskov, Linda Baddour, Udit Batra, Dan Brennan, Richard Fearon, Claire M. Fraser, Pearl S. Huang, Wei Jiang, Heather Knight, Christopher A. Kuebler, and Mark Vergnano. Among the nominees, Flemming Ornskov received the most votes against (3,955,483) and Christopher A. Kuebler received the second most (3,610,545), while both still carried a clear majority of votes for. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 84,825,213 votes for, 4,979,244 against, and 925,052 abstentions. In a non-binding advisory vote, stockholders approved the compensation paid to the named executive officers, with 76,557,521 votes for, 10,653,534 against, and 129,775 abstentions, plus 3,388,679 broker non-votes.

Waters 8-K Report, Financial Results (May 5, 2026)

Waters Corporation (NYSE: WAT) reported first quarter 2026 results for the quarter ended April 4, 2026, the first period including the Biosciences and Diagnostic Solutions businesses of Becton, Dickinson and Company, which Waters acquired on February 9, 2026. Reported revenue was $1.267 billion, including $747 million of organic revenue and $520 million from the acquired businesses. Organic revenue grew 13% as reported and 11% in constant currency, compared with $662 million in the first quarter of 2025. The company posted a GAAP diluted loss per share of $0.87, reflecting acquisition-related purchase accounting charges, including $152 million of purchased intangibles amortization and $99 million of cost of revenue fair value adjustments. Adjusted EPS grew 20% to $2.70 from $2.25. Waters raised its full-year 2026 guidance. Organic constant currency revenue growth is now expected at 6.5% to 8.0%, total reported revenue at $6.405 billion to $6.455 billion, and adjusted EPS at $14.40 to $14.60, which the company describes as 10% to 11% year-over-year growth. The acquired businesses are now expected to contribute $3.035 billion of reported revenue in 2026. For the second quarter, the company guided to organic constant currency growth of 6.0% to 8.0%, total reported revenue of $1.616 billion to $1.631 billion, and adjusted EPS of $2.95 to $3.05. Balance sheet and cash flow changed materially with the acquisition. Total assets rose to $24.531 billion from $5.077 billion at December 31, 2025, and notes payable and debt rose to $5.215 billion from $1.407 billion. Operating cash flow was negative $3 million, and free cash flow on the company's adjusted non-GAAP basis was negative $42 million, compared with $234 million a year earlier. The results were furnished under Item 2.02 and are not deemed filed for Section 18 purposes.

Waters 8-K Report, Material Agreement (Mar 23, 2026)

On March 23, 2026, Augusta SpinCo Corporation, a subsidiary of Waters Corporation, completed a public offering of $3.5 billion aggregate principal amount of senior notes in five tranches: $650 million of 4.321% Senior Notes due 2027, $600 million of 4.398% Senior Notes due 2029, $750 million of 4.656% Senior Notes due 2031, $750 million of 4.945% Senior Notes due 2033, and $750 million of 5.245% Senior Notes due 2036. Waters Corporation and certain subsidiaries fully and unconditionally guarantee the notes on a senior unsecured basis, and those same subsidiaries guarantee the company's existing credit facilities. The company intends to use the net proceeds, together with cash on hand, to repay $3.5 billion of indebtedness outstanding under a delayed draw term loan that the issuer incurred in February 2026. The indenture, dated March 23, 2026, with U.S. Bank Trust Company, National Association as trustee, includes covenants limiting certain liens and sale-leaseback transactions and conditions for mergers or consolidations, along with customary events of default. The issuer may redeem notes other than the 2027 Notes at its option, and holders may require repurchase at 101% of principal plus accrued interest upon certain change of control triggering events. The notes were sold under an underwriting agreement dated March 17, 2026 with Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc. as representatives of the underwriters. The offering was made under a prospectus supplement dated March 17, 2026 and a base prospectus dated March 16, 2026 under an effective shelf registration statement on Form S-3.

Waters 8-K Report, Corporate Update (Mar 16, 2026)

Waters Corporation (WAT) filed this Form 8-K on March 16, 2026 under Item 8.01 (Other Events) to provide financial information in connection with a forthcoming Form S-3 registration statement. The filing relates to the February 9, 2026 completion of Waters' combination with the Biosciences and Diagnostic Solutions business (the "SpinCo Business" or "BDS Business") of Becton, Dickinson and Company (BD), executed as a Reverse Morris Trust transaction. The filing includes unaudited condensed combined financial statements of the BDS Business for the three months ended December 31, 2025 and 2024, MD&A for the fiscal years ended September 30, 2025, 2024 and 2023, MD&A for the three months ended December 31, 2025 and 2024, and unaudited pro forma condensed combined financial information for Waters and the BDS Business as of and for the year ended December 31, 2025. In the transaction, BD received a $4.0 billion cash distribution funded by a term loan that SpinCo borrowed on February 6, 2026, and BD shareholders received 0.135343148384084 shares of Waters common stock for each BD share held. Waters issued 38,541,852 shares to former BD shareholders, who the filing states own approximately 39.2% of Waters' fully diluted shares, with former Waters shareholders owning approximately 60.8%. The filing states the preliminary consideration paid in the merger was $12,835,021 thousand, and that certain foreign-jurisdiction assets and liabilities ("Deferred Close Businesses") did not legally transfer at closing and are held under an Interim Operating Agreement with BD, recorded as a prepaid deposit asset of $316,582 thousand. For the three months ended December 31, 2025, the BDS Business reported total net sales of $766 million, down from $834 million, and net income of $49 million, down from $78 million. The MD&A states revenue decreased 8.3% year over year, with U.S. revenue down 17.6% and the decline attributed largely to softer point-of-care and blood culture demand and research funding pressure. Pro forma combined revenue for 2025 is presented at $6.39 billion, with pro forma net income of $61.9 million and pro forma basic EPS of $0.63, which the filing notes reflects significant purchase accounting, amortization and financing adjustments. The pro forma financial information reflects preliminary purchase price allocation and goodwill of $7.17 billion, and states that the SpinCo Financing is expected to be replaced by permanent long-term debt.

Waters 8-K Report, Financial Results (Feb 9, 2026)

Waters Corporation (NYSE: WAT) reported fourth-quarter and full-year 2025 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Fourth-quarter 2025 sales were $932 million, up 7% as reported and 6% in constant currency, compared with $873 million a year earlier. GAAP diluted EPS was $3.77 versus $3.88 in the prior-year quarter, while non-GAAP EPS grew 10% to $4.53 from $4.10. For full-year 2025, sales were $3,165 million, up 7% as reported and in constant currency, and GAAP diluted EPS was $10.76 versus $10.71, with non-GAAP EPS up 11% to $13.13 from $11.86. Recurring revenues increased 8% for the year, led by 12% growth in Chemistry, and Instruments grew 5%. Management called 2026 a transformative year following the addition of the Becton, Dickinson and Company Biosciences and Diagnostic Solutions business, which the company stated it was closing on the release date. The company guided full-year 2026 reported total revenue to $6.405 billion to $6.455 billion, including an acquired business contribution of approximately $3.000 billion and expected revenue synergies, and organic constant currency revenue growth of 5.5% to 7.0%. Full-year 2026 non-GAAP EPS guidance is $14.30 to $14.50, which includes $0.10 of accretion from the acquisition. For the first quarter of 2026, the company guided reported revenue of $1.198 billion to $1.211 billion and non-GAAP EPS of $2.25 to $2.35. The balance sheet shows total assets of $5.08 billion and notes payable and debt of $1.41 billion at December 31, 2025, down from $1.63 billion a year earlier. Free cash flow on an adjusted non-GAAP basis was $677.3 million for 2025 versus $744.3 million in 2024, while GAAP net cash provided by operating activities was $652.6 million. The company also reported $35.1 million of business acquisitions, net of cash acquired, during 2025.

Waters 8-K Report, Material Agreement (Feb 9, 2026)

On February 9, 2026, Waters Corporation (NYSE: WAT) completed the previously announced combination with the Biosciences & Diagnostic Solutions business of Becton, Dickinson and Company (BD) through a spin-off and merger structured as a Reverse Morris Trust transaction. BD shareholders received approximately 0.135 shares of Waters common stock for each BD share held at the February 5, 2026 record date. Upon closing, Waters issued 38,541,851 shares to Record Date BD Shareholders, who owned approximately 39.2% of Waters common stock on a fully diluted basis, while former Waters shareholders owned approximately 60.8%. Prior to the distribution, SpinCo paid BD a cash payment of $4.0 billion, funded by term loans borrowed on February 6, 2026. Financing is a central element of the transaction. SpinCo borrowed $4.0 billion of unsecured term loans: a $3.5 billion tranche maturing 364 days after the funding date and a $500.0 million tranche maturing on the second anniversary. Waters guaranteed SpinCo's obligations under the Credit Agreement, and its subsidiaries that guarantee Waters' existing credit facility and senior guaranteed notes also guaranteed these obligations. The credit agreement requires a maximum leverage ratio of 3.50 to 1.00 (which may be increased to 4.25 to 1.00 following a qualifying material acquisition) and an interest coverage ratio of at least 3.50 to 1.00 unless Waters obtains a specified public corporate rating. Borrowings bear interest at Term SOFR plus a margin of 87.5 to 135 basis points, based on Waters' public debt ratings. The filing also reports that Waters' Board increased its size from 10 to 11 members and appointed Claire M. Fraser, Ph.D., as an independent director effective February 9, 2026. Waters announced the formation of four divisions: Waters Analytical Sciences, Waters Biosciences, Waters Advanced Diagnostics, and Waters Materials Sciences. The filing incorporates by reference pro forma financial information from Waters' Form S-4 registration statement, which contemplates a possible special dividend to Waters shareholders of up to approximately $4.0 billion if the exchange ratio is adjusted, depending on the extent of overlap shareholders and the IRS ruling.

Waters 8-K Report, Shareholder Vote Results (Jan 27, 2026)

On January 27, 2026, Waters Corporation (NYSE: WAT) held a special meeting of shareholders at which they approved the issuance of Waters common stock in connection with the proposed Reverse Morris Trust transaction with Becton, Dickinson and Company (BD). The transaction combines BD's Biosciences & Diagnostic Solutions business, which is spun off into Augusta SpinCo Corporation and then merged into a Waters subsidiary, with Waters as the surviving parent. SpinCo common stock will convert into the right to receive Waters common stock, and SpinCo will become a wholly owned subsidiary of Waters upon closing. Approximately 54,072,110 shares, or 90.80% of shares entitled to vote, were present or represented at the meeting. The Share Issuance Proposal received 53,910,265 votes for, 136,468 against and 25,377 abstentions. The adjournment proposal was rendered moot and was not put to a vote. The filing states that BD has received a favorable Private Letter Ruling from the IRS regarding the U.S. federal income tax consequences of the transaction, and that Waters and BD have received all required regulatory approvals. The transaction is expected to close on February 9, 2026, subject to satisfaction or waiver of remaining customary closing conditions. The press release also states that Waters' previously scheduled Q4 2025 financial results and conference call will be held on February 9, 2026, at 8:30 a.m. Eastern Time, in conjunction with the expected closing. The filing notes risks to completion, including failure to satisfy or waive closing conditions, unexpected costs, difficulties in achieving revenue and cost synergies, separation difficulties for the SpinCo business, and potential tax treatment issues. Investors should weigh these forward-looking risks against the approvals already obtained.

Waters 8-K Report, Corporate Update (Jan 16, 2026)

Waters Corporation filed this Form 8-K on January 16, 2026 to voluntarily supplement the definitive proxy statement/prospectus for its proposed Merger with the Becton, Dickinson and Company (BD) Biosciences and Diagnostic Solutions (BDS) business. The transaction is structured as a Reverse Morris Trust: BD will spin off SpinCo, which holds the BDS business, to its stockholders, and SpinCo will then merge into a Waters subsidiary and become a wholly owned Waters subsidiary in exchange for Waters common stock. Waters' special stockholder meeting to approve the merger is scheduled for January 27, 2026, and its board continues to unanimously recommend a vote FOR the proposals. The filing was made in response to two lawsuits filed in New York State Supreme Court and demand letters from purported Waters stockholders alleging that the proxy statement/prospectus omitted material information. Waters denies these claims and states it believes the original disclosures comply with applicable law. It made the supplements to moot the claims and reduce the risk of delay to the merger, without admitting any liability. The supplements add background on the merger negotiations, including a March 5, 2025 indication of interest and a March 14, 2025 confidentiality agreement. They also add updated standalone and management projections through 2034, revised discounted cash flow and comparable company and precedent transaction analyses, and a broker price target range. Barclays' discounted cash flow analysis implied Waters equity values of $20.9 billion to $24.7 billion, or $348.11 to $410.57 per share as of July 11, 2025, and BDS Business enterprise values of $16.8 billion to $19.7 billion on a stand-alone basis and $19.6 billion to $23.1 billion including expected synergies.

Waters 8-K Report, Regulation FD Disclosure (Jan 12, 2026)

Waters Corporation (WAT) furnished this Form 8-K under Item 7.01 (Regulation FD) to provide an investor presentation (Exhibit 99.1) that CEO Udit Batra presented at the J.P. Morgan 44th Annual Healthcare Conference on January 12, 2026. The presentation, along with the subsequent Q&A, is described as including high-level commentary on the Company's business performance, and a transcript will be posted on the Waters website. The information is furnished and not deemed filed under Section 18 of the Exchange Act. The presentation centers on the proposed transaction with Becton, Dickinson and Company (BD) and Augusta SpinCo Corporation, under which Waters would combine with BD's Biosciences & Diagnostic Solutions business. The Form S-4 was declared effective by the SEC on December 23, 2025, the definitive proxy statement/prospectus was mailed on or about that date to Waters shareholders of record as of December 19, 2025, and the Form 10 for SpinCo was declared effective on December 31, 2025. The filing presents BD's segment figures for fiscal 2025 (Biosciences $1.5 billion and Diagnostic Solutions $1.8 billion GAAP revenue) and a combined addressable market of about $40 billion. For Waters on a standalone basis, the presentation cites trailing twelve-month revenue of $3.1 billion through September 27, 2025, a 59.0% gross margin, a 30.4% adjusted operating margin, free cash flow at 24% of sales, and a TTM adjusted EPS of $12.70 versus $11.38 a year earlier, a 12% increase. Management also highlights 2025 estimated preliminary growth drivers, including a 270% year-to-date sales increase for Alliance iS and 40% for Xevo TQ Absolute, and projects more than 200 basis points of annual core growth contribution from five idiosyncratic drivers over 2026-2030.

Waters 8-K Report, Financial Results (Nov 4, 2025)

Waters Corporation (NYSE: WAT) reported third-quarter 2025 results for the quarter ended September 27, 2025, per Exhibit 99.1 press release furnished with this Form 8-K dated November 4, 2025. Net sales were $799.9 million, up 8% as reported and 8% in constant currency, compared with $740.3 million a year earlier. GAAP diluted EPS was $2.50, versus $2.71 in the prior-year quarter, while non-GAAP EPS grew 16% to $3.40 from $2.93. Pharmaceutical sales rose 12% as reported and 11% in constant currency, and recurring revenue grew 10% as reported and 9% in constant currency. Net income was $148.9 million for the quarter, compared with $161.5 million a year earlier. The company raised its full-year 2025 constant currency sales growth guidance to +6.7% to +7.3% and its full-year non-GAAP EPS guidance to $13.05 to $13.15. For the fourth quarter, it expects constant currency sales growth of +5.0% to +7.0% and non-GAAP EPS of $4.45 to $4.55. The release also states that integration planning for the proposed transaction with Becton, Dickinson and Company (BD) and Augusta SpinCo Corporation is progressing as expected, and management said it remains highly confident in the achievability of the cost and revenue synergies identified. The filing notes that the transaction involves a Form S-4 and a Form 10 registration statement and is subject to closing conditions, including regulatory approvals and Waters stockholder approval. At September 27, 2025, cash and cash equivalents were $459.1 million and notes payable and debt totaled $1.41 billion, down from $1.63 billion at December 31, 2024. Nine-month net cash provided by operating activities was $488.0 million, and nine-month non-GAAP free cash flow was $552.1 million.

Waters 8-K Report, Financial Results (Aug 4, 2025)

Waters Corporation (NYSE: WAT) furnished a Form 8-K on August 4, 2025 reporting its results for the quarter ended June 28, 2025 (Exhibit 99.1 press release). Net sales were $771 million, up 9% as reported and 8% in constant currency, compared with $709 million a year earlier. GAAP diluted EPS was $2.47 versus $2.40, and non-GAAP EPS grew 12% to $2.95 from $2.63. Management cited robust instrument replacement among large pharma and CDMO customers, and recurring revenue grew 11% in constant currency. By segment, Pharma grew 11% and Industrial grew 6% in constant currency, while Academic & Government declined 3%. Waters raised its full-year 2025 guidance, now calling for constant currency sales growth of +5.5% to +7.5% (reported +5.0% to +7.0%) and non-GAAP EPS of $12.95 to $13.05. For the third quarter, it expects constant currency sales growth of +5.0% to +7.0% and non-GAAP EPS of $3.15 to $3.25. The filing also discloses a proposed transaction involving Augusta SpinCo Corporation and Becton, Dickinson and Company (BD). Waters plans to file a Form S-4 and SpinCo a Form 10 in connection with the spin-off of SpinCo from BD, and the filing lists closing conditions and risks, including regulatory approvals and required Waters stockholder approval. Balance sheet data show total assets of $4.72 billion and notes payable and debt of $1.46 billion as of June 28, 2025.

Waters 8-K Report, Material Agreement (Jul 14, 2025)

On July 13, 2025, Waters Corporation entered into definitive agreements with Becton, Dickinson and Company (BD), Augusta SpinCo Corporation (a wholly owned BD subsidiary), and Beta Merger Sub, Inc. for a Reverse Morris Trust transaction. BD's Biosciences and Diagnostic Solutions business will be transferred to SpinCo, distributed to BD shareholders in a pro rata spin-off, and then merged into a Waters subsidiary. Former SpinCo shareholders will receive Waters common stock, with Waters shareholders owning approximately 60.8% and former SpinCo shareholders approximately 39.2% of the combined company on a fully diluted basis. Both boards unanimously approved the transaction. Before the merger, SpinCo will make a $4.0 billion cash payment to BD, subject to adjustments, funded by a 364-day bridge facility that is expected to be replaced by permanent financing. Waters has also obtained a $1.8 billion 364-day bridge commitment to fund, in part, a possible Waters special dividend and transaction fees. The exchange ratio may be increased to ensure former SpinCo shareholders own at least 50.5% for tax purposes, which could trigger a special dividend or a reduction in the cash payment. Closing is subject to conditions including Waters shareholder approval, SEC registration statement effectiveness, IRS private letter ruling, tax opinions, and regulatory approvals. The Merger Agreement may be terminated if the merger is not completed by July 13, 2026, subject to extension for pending regulatory approvals, and requires Waters to pay BD a $733 million termination fee under certain circumstances.

Waters 8-K Report, Regulation FD Disclosure (Jul 14, 2025)

On July 14, 2025, Waters Corporation (NYSE: WAT) announced a definitive agreement to combine BD's Biosciences & Diagnostic Solutions business with Waters in a Reverse Morris Trust transaction valued at approximately $17.5 billion. BD's Biosciences & Diagnostic Solutions business will be spun off to BD shareholders and simultaneously merged with a wholly owned subsidiary of Waters. Upon closing, BD shareholders are expected to own approximately 39.2% of the combined company and existing Waters shareholders approximately 60.8%. BD will receive a cash distribution of approximately $4 billion, and Waters is expected to assume approximately $4 billion of incremental debt, resulting in a net-debt-to-adjusted EBITDA leverage ratio of 2.3x at closing. The transaction has been unanimously approved by both boards and is expected to close around the end of the first quarter of calendar 2026, subject to regulatory approvals, Waters shareholder approval, and other customary conditions. The companies project pro forma calendar 2025 sales of approximately $6.5 billion and adjusted EBITDA of approximately $2.0 billion, and expect the combination to be accretive to adjusted EPS in the first year. Management anticipates approximately $345 million of annualized EBITDA synergies by 2030, including $200 million of cost synergies by year three and $290 million of revenue synergies by year five. The combined company is projected to reach approximately $9 billion in revenue, $3.3 billion in adjusted EBITDA and a 32% adjusted operating margin by 2030, with mid-to-high single-digit revenue growth and mid-teens annualized adjusted EPS growth expected from 2025 to 2030. The filing is a Regulation FD disclosure furnishing the press release and investor presentation for the announcement, with a joint conference call held at 8:00 a.m. ET on July 14, 2025. The combined company will keep the Waters name and NYSE listing under WAT, headquartered in Milford, Massachusetts, with Udit Batra leading the new entity. Investors should note that the filing carries extensive forward-looking statement cautions, including risks around regulatory approvals, stockholder litigation, synergy realization and integration.

Waters 8-K Report, Material Agreement (May 29, 2025)

On May 22, 2025, Waters Corporation and certain subsidiaries, as guarantors, entered into an Amendment and Restatement Agreement amending its Amended and Restated Credit Agreement dated September 17, 2021 (amended March 3, 2023), with JPMorgan Chase Bank, N.A. as administrative agent. Under the amendment, the company removed its existing term loan facility of up to $200 million and retained its senior unsecured revolving credit facility of up to $1.8 billion. The revolving facility will mature on May 22, 2030, with a possible one-year extension subject to lender discretion. The company may also request up to $750 million in additional incremental revolving or term loan commitments, provided total commitments under the agreement do not exceed $2.55 billion at any time. Borrowings bear interest at Term SOFR plus 80 to 112.5 basis points, or an alternate base rate plus 0 to 12.5 basis points, based on leverage or public debt ratings. A facility fee of 7.5 to 22.5 basis points per annum applies, and borrowings can be prepaid without premium or penalty. The agreement includes a maximum leverage ratio covenant of 3.50 to 1.00, which may be increased to 4.25 to 1.00 following a material acquisition involving at least $500 million in cash consideration. The filing also reports the same information under Item 2.03 as a direct financial obligation. The full agreement is filed as Exhibit 10.1.

Waters 8-K Report, Shareholder Vote Results (May 23, 2025)

At its annual meeting of stockholders on May 22, 2025, Waters Corporation reported that approximately 55,997,242 shares, or 94.12% of shares entitled to vote, were present or represented by proxy. Stockholders voted on four proposals, and the filing reports the final results for each. All ten director nominees were re-elected to the Board of Directors, with the most votes against or abstaining reported for Christopher A. Kuebler, who received 49,828,164 votes for, 3,598,596 against and 921,379 abstentions. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 51,650,827 votes for, 3,426,645 against and 919,770 abstaining. In a non-binding advisory vote, stockholders approved the compensation paid to the named executive officers, with 44,725,035 votes for, 9,559,761 against, 63,344 abstaining and 1,649,102 broker non-votes. The stockholders also approved the Amended and Restated 2009 Employee Stock Purchase Plan, with 54,258,975 votes for, 28,224 against and 60,940 abstaining.

Waters 8-K Report, Financial Results (May 6, 2025)

Waters Corporation (NYSE: WAT) reported first quarter 2025 results for the quarter ended March 29, 2025, per Exhibit 99.1 press release furnished with this Item 2.02 8-K. Net sales were $661.7 million, up 4% as reported and 7% in constant currency, compared with $636.8 million a year earlier. GAAP diluted EPS was $2.03 versus $1.72 in the prior-year quarter, and non-GAAP EPS was $2.25, which the company said reflected growth of 2% and included approximately five percentage points of unfavorable foreign exchange. Instrument sales grew 11% in constant currency, led by Pharmaceutical and Industrial end markets. GAAP net income was $121.4 million, compared with $102.2 million. Management raised full-year 2025 guidance. Constant currency sales growth is now expected at +5.0% to +7.0% (reported +4.0% to +6.0%), and non-GAAP EPS is now expected at $12.75 to $13.05, versus GAAP EPS guidance of $11.88 to $12.18. The CEO stated the company reaffirmed its expectation of high single-digit adjusted EPS growth for the year and cited operational actions and foreign exchange improvements as offsets to recently announced tariffs and policy changes. For the second quarter 2025, the company guided constant currency sales growth of +5.0% to +7.0% and non-GAAP EPS of $2.88 to $2.98. Balance sheet items show cash and cash equivalents of $382.9 million and notes payable and debt of $1.46 billion at March 29, 2025, down from $1.63 billion at December 31, 2024. Net cash provided by operating activities was $259.6 million, and adjusted free cash flow was $233.8 million. The company also repaid $170.0 million of net debt during the quarter.

Waters 8-K Report, Financial Results (Feb 12, 2025)

Waters Corporation (NYSE: WAT) furnished a press release with its Form 8-K dated February 12, 2025, reporting results for the fourth quarter and full year ended December 31, 2024. Fourth-quarter net sales were $872.7 million, up 6% as reported and 8% in constant currency, versus $819.5 million a year earlier. Pharmaceutical sales rose 10% in constant currency, instrument sales grew 8% and recurring revenues grew 9% in constant currency. GAAP diluted EPS was $3.88 (vs. $3.65) and non-GAAP EPS was $4.10 (up 13%). For full-year 2024, net sales were $2.96 billion, flat as reported, while GAAP diluted EPS was $10.71 and non-GAAP EPS was $11.86, up 1%. Operating cash flow was $762.1 million and free cash flow was $744.3 million on an adjusted basis. For 2025, Waters guided to full-year constant currency sales growth of 4.5% to 7.0% and reported sales growth of 2.5% to 5.0%, with non-GAAP EPS of $12.70 to $13.00. For the first quarter of 2025, it guided to constant currency sales growth of 4.0% to 7.0%, reported growth of 1.0% to 4.0%, and non-GAAP EPS of $2.17 to $2.25. The company cited currency translation as a headwind of approximately 2.0% for the full year and 3.0% for the first quarter. Management said margin expansion continued for a second consecutive year despite foreign exchange, volume and inflation pressures. The filing notes that total debt declined to $1.63 billion at year-end 2024 from $2.36 billion a year earlier, and the cautionary statement references the increased indebtedness from the Wyatt transaction. The 8-K itself is furnished under Item 2.02 and is not deemed filed for Section 18 purposes.

Waters 8-K Report, Regulation FD Disclosure (Jan 13, 2025)

Waters Corporation furnished an investor presentation under Item 7.01 of this Form 8-K for its presentation at the J.P. Morgan Healthcare Conference on January 13, 2025, with CEO Udit Batra. The filing states that the presentation and the subsequent Q&A will include high-level commentary on business performance, that a transcript will be posted on the company's website, and that the information is furnished and not deemed filed under Section 18 of the Exchange Act. The company reports trailing twelve-month revenue of $2.9 billion (through September 28, 2024), with a GAAP gross margin of 59.7% and an adjusted operating margin of 30.7%. It cites Q3 2024 sales of $740.3 million, up 4% in both reported and constant currency terms, with pharmaceutical end markets up 3% and non-pharmaceutical markets up 5% in constant currency. Management says instruments have returned to growth after seven consecutive quarters of liquid chromatography declines. Management frames the company around a $12 billion core total addressable market, plus $7 billion of higher-growth adjacencies, for a total of $19 billion. It highlights large-molecule chemistry growth (MaxPeak chemistry sales up 45% in organic constant currency for the first nine months of 2024), a plan to grow service attachment, and expansion of its margin profile. The presentation outlines a target of roughly 100 basis points of annual adjusted operating margin expansion, with a potential 300 basis point opportunity from productivity initiatives over the next 8 to 10 years. It also references the Wyatt Technology acquisition and announces a 2025 Investor Day on March 5, 2025 in New York City. The presentation includes extensive forward-looking statements and non-GAAP measures, and investors are directed to the reconciliations in the appendix.

Waters 8-K/A Report, Executive Changes (Nov 1, 2024)

Waters Corporation filed this Form 8-K on November 1, 2024 to amend a prior Item 5.02 disclosure made in its August 14, 2024 Current Report. That earlier filing reported that the Board of Directors appointed Heather Knight as a director on August 13, 2024, effective August 14, 2024. This amendment adds a new detail: at a Board meeting on October 31, 2024, the Board appointed Ms. Knight to the Nominating and Corporate Governance Committee, effective immediately. The filing is administrative in nature and does not report any changes to financial results, guidance, or operations. The governance change expands Ms. Knight's board role into a committee assignment, which is typically of interest to shareholders monitoring board composition and oversight responsibilities. The Nominating and Corporate Governance Committee is responsible for board nominations and governance matters. The filing incorporates by reference the information from the August 2024 Item 5.02 disclosure, so no additional compensation or biographical details are provided in this document.

Waters 8-K Report, Financial Results (Nov 1, 2024)

Waters Corporation (NYSE: WAT) furnished this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to report results for the third quarter ended September 28, 2024, attaching a press release dated November 1, 2024 as Exhibit 99.1. Per that release, third-quarter net sales were $740.3 million, up 4% as reported and 4% in constant currency from $711.7 million a year earlier, with currency translation having minimal impact on sales. GAAP diluted EPS was $2.71 versus $2.27 in the prior-year quarter, and non-GAAP EPS was $2.93 versus $2.84. Management said instruments returned to growth, recurring revenues (service and chemistry) rose 6% as reported and 7% in constant currency, and all reported regions returned to growth. The company raised its full-year 2024 guidance. Organic constant currency sales growth is now expected at -0.9% to -0.3%, with reported sales growth of -0.8% to -0.2%, and non-GAAP EPS is now expected at $11.67 to $11.87. For the fourth quarter, the company expects constant currency sales growth of 5.0% to 7.0% and non-GAAP EPS of $3.90 to $4.10. The release also notes that the Wyatt transaction contributed 1.3% to full-year reported sales and that it increased the company's indebtedness, a risk the company flags in its forward-looking statements. On the balance sheet, notes payable and debt fell to $1.83 billion at September 28, 2024 from $2.36 billion at December 31, 2023, and nine-month operating cash flow was $522.0 million. Nine-month GAAP net sales were $2.09 billion, down from $2.14 billion, and nine-month GAAP diluted EPS was $6.83 versus $7.19. The filing also records a litigation provision of $11.6 million for the nine months.

Waters 8-K Report, Executive Changes (Aug 14, 2024)

Waters Corporation filed a Form 8-K on August 14, 2024 to report the appointment of Heather Knight to its Board of Directors. On August 13, 2024, the Board increased its size from 9 to 10 members and appointed Ms. Knight, effective August 14, 2024, to fill the resulting vacancy. She will serve until the Company's 2025 annual meeting of stockholders or until her earlier resignation, death, or removal. The Board has determined that she meets the independence standards of the New York Stock Exchange. Ms. Knight will receive the standard compensation paid to non-employee directors. Upon appointment, she will receive an initial equity grant valued at $91,666, split 50% restricted stock award and 50% non-qualified stock option award, both vesting on the first anniversary of the grant date. She will also receive a prorated cash retainer of $54,130 through the 2025 annual meeting, plus board meeting fees and expenses. The filing is a governance update with no reported financial results. The press release attached as Exhibit 99.1 describes Ms. Knight as Executive Vice President and Group President, Medical Products and Therapies at Baxter International, with nearly three decades of pharmaceutical and medical device leadership experience. Item 7.01 information is furnished rather than filed.

Waters 8-K Report, Financial Results (Jul 31, 2024)

Waters Corporation (NYSE: WAT) filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish its press release announcing results for the second quarter ended June 29, 2024. Net sales were $709 million (reported $708,529 thousand), a decrease of 4% as reported from $741 million in the second quarter of 2023, with currency translation reducing sales by 2% and acquisitions adding 2%. GAAP diluted EPS was $2.40 versus $2.55 a year earlier, and non-GAAP EPS was $2.63 versus $2.80, with the company noting an approximately 5% headwind from unfavorable foreign exchange on non-GAAP EPS. Organic constant currency sales declined 4%, with instrument sales down 14% as reported and recurring revenues up 4% as reported. The company updated its full-year 2024 guidance, now expecting organic constant currency sales growth of -2.0% to -0.5% and reported sales growth of -2.2% to -0.7%, including a roughly 1.5% currency headwind and a 1.3% contribution from the Wyatt acquisition. Non-GAAP EPS guidance for full-year 2024 is $11.55 to $11.65. For the third quarter, the company guided to organic constant currency sales growth of +1.0% to +3.0%, reported growth of -0.5% to +1.5%, and non-GAAP EPS of $2.60 to $2.70. Management said the full-year outlook reflects the potential for a more gradual market improvement in the second half than previously anticipated. Balance sheet and cash flow data in the release show notes payable and debt of $2,006,009 thousand at June 29, 2024, down from $2,355,513 thousand at December 31, 2023, and six-month net cash from operating activities of $317,404 thousand. Free cash flow on an adjusted non-GAAP basis was $377,310 thousand for the six months, compared with $239,700 thousand a year earlier.

Waters 8-K Report, Material Agreement (Jul 18, 2024)

Waters Corporation entered into a Master Note Facility Agreement dated July 12, 2024 with NYL Investors LLC and its affiliates (the Note Purchasers). Under the agreement, Waters may, at its option, authorize the issuance of senior promissory notes (Shelf Notes) up to an aggregate principal amount of $200,000,000. Purchases are at NYL's sole discretion. Shelf Notes may be issued until the earliest of February 9, 2026, a termination notice given by either party with thirty days' effect, or acceleration of a Shelf Note. Each note matures no more than 15 years after issuance and bears interest at a rate specified in that note. Obligations would be guaranteed by the guarantors listed on Schedule C, and proceeds could fund general corporate purposes, including debt repayment or refinancing, share repurchases, capital expenditures and acquisitions. The agreement contains customary representations, affirmative and negative covenants, and events of default. Financial covenants require the Leverage Ratio to not exceed 3.50:1.00 at any fiscal quarter-end, with an option to rise to 4.00 to 1.00 following certain material acquisitions, subject to further adjustment and an incremental interest payment. The Interest Coverage Ratio over any four consecutive fiscal quarters must be at least 3.50:1.00. Waters may prepay all or part (minimum 10%) of any series of Shelf Notes subject to a make-whole amount. A most favored lender provision automatically adds any additional financial covenants the company agrees to under its Primary Credit Agreement. The filing is a notice of a financing arrangement rather than a completed issuance. It states no amount has been issued under the facility, and it reports no related financial results.

Waters 8-K Report, Shareholder Vote Results (May 24, 2024)

Waters Corporation held its annual meeting of stockholders on May 23, 2024, with 54,342,823 shares present or represented by proxy, representing approximately 91.63% of shares entitled to vote. Stockholders re-elected all nine nominated directors, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, and approved the amendment to the certificate of incorporation providing for exculpation of certain officers as permitted by recent amendments to Delaware law. On the non-binding advisory vote on named executive officer compensation, stockholders adopted a resolution approving the compensation paid to the named executive officers, with 41,947,552 votes for, 10,653,338 against, and 46,235 abstentions. Votes against were notably higher for directors Christopher A. Kuebler (4,281,367 against) and Flemming Ornskov, M.D., M.P.H. (9,657,141 against) than for the other nominees. The filing reports only the final voting results of the annual meeting. Each proposal shows 1,695,698 broker non-votes.

Waters 8-K Report, Financial Results (May 7, 2024)

Waters Corporation (NYSE: WAT) furnished this Form 8-K under Item 2.02 to report its results for the quarter ended March 30, 2024, attaching a press release as Exhibit 99.1. In the quarter, net sales were $636.8 million ($636,839 thousand), down from $684.7 million in the prior-year quarter. Diluted GAAP EPS was $1.72 versus $2.38, and non-GAAP diluted EPS was $2.21 versus $2.49. Net income was $102.2 million, and net cash provided by operating activities was $262.9 million. Free cash flow, as adjusted and non-GAAP, was $233.8 million. The press release describes the sales decline as 7% as reported and 9% in organic constant currency, with instrument sales down 20% as reported and recurring revenues up 3%. The company reported weaker sales in Asia (down 18% as reported) and the academic and government market (down 25% as reported). Operating income declined to $133.8 million from $174.2 million, and interest expense rose to $21.2 million from $10.4 million. Total debt (notes payable and debt) fell to $2.06 billion from $2.36 billion at year-end 2023, and the company made a $300 million net debt repayment in the quarter. The filing also records a $10.2 million litigation provision and $11.8 million of purchased intangibles amortization, both of which were excluded from non-GAAP results. Management maintained full-year 2024 guidance for organic constant currency sales growth of -0.5% to +1.5%, with reported sales growth of 0.0% to +2.0% and non-GAAP EPS of $11.75 to $12.05. For the second quarter of 2024, the company guided to organic constant currency sales growth of -6.0% to -4.0% and non-GAAP EPS of $2.50 to $2.60. The Wyatt acquisition contributes to reported growth in both periods, and the company cited increased indebtedness from that transaction as a risk factor.

Waters 8-K Report, Financial Results (Feb 6, 2024)

Waters Corporation (NYSE: WAT) reported fourth-quarter and full-year 2023 results in this Item 2.02 8-K, furnished as Exhibit 99.1. Fourth-quarter sales were $819 million, down 4.5% as reported and 8% in organic constant currency, which the company described as in line with guidance. GAAP diluted EPS was $3.65 and non-GAAP EPS was $3.62, at the high end of guidance. For fiscal 2023, sales were $2,956 million, down 0.5% as reported and 2% in organic constant currency. GAAP diluted EPS was $10.84 and non-GAAP EPS was $11.75. The Wyatt acquisition contributed 2.5% to sales for the year, and gross margin expanded 160 basis points to 59.6%. The filing shows a balance sheet that changed materially with the Wyatt acquisition. Goodwill rose to $1,305,446 thousand from $430,328 thousand, and notes payable and debt increased to $2,355,513 thousand from $1,574,878 thousand. Business acquisitions used $1,282,354 thousand of cash in 2023. The press release notes that Wyatt added indebtedness and that the company's ability to service debt is a risk factor. For 2024, Waters guided to full-year organic constant currency sales growth of -0.5% to +1.5% and reported sales growth of 0% to +2%, with non-GAAP EPS of $11.75 to $12.05. For the first quarter of 2024, it guided to organic constant currency sales growth of -11% to -9%, reported sales growth of -8.5% to -6.5%, and non-GAAP EPS of $2.05 to $2.15.

Waters 8-K Report, Regulation FD Disclosure (Jan 9, 2024)

Waters Corporation furnished, under Item 7.01 (Regulation FD), an investor presentation dated January 8, 2024, that CEO Udit Batra presented at the J.P. Morgan 42nd Annual Healthcare Conference. The filing states that the presentation, along with the subsequent Q&A, included high-level commentary on business performance. The presentation was posted on the company's website before the conference, and a transcript is also available there. Under the filing's terms, the information is furnished and not deemed filed for purposes of Section 18 of the Exchange Act. The presentation describes the company's business as serving regulated markets with a $12B total addressable market (TAM) within an estimated ~$80B analytical instruments market, with 4-6% long-term growth. It cites trailing twelve-month (ended September 30, 2023) revenue of $3.0B, a 59.1% gross margin, a 30.6% adjusted operating margin, and a 24% five-year average free cash flow as a percentage of sales (2018-2022). Year-to-date through Q3 2023, reported net sales were $2,136.9 million versus $2,113.4 million in the prior-year period. Organic constant currency sales growth was +4% excluding China and 0% including China. The company credits Wyatt Technology, acquired in May 2023, with contributing 2% of as-reported sales in 2Q23 and 4% in 3Q23. Management highlights growth drivers including new therapeutic areas such as GLP-1 injectables and cell and gene therapy, PFAS testing (described as a $300M-$350M global market growing 20%), a pivot toward large molecule applications, and expanded M&A capacity. The presentation also includes forward-looking statements, a cautionary statement on risks including the Wyatt acquisition and increased indebtedness, and GAAP to non-GAAP reconciliations.

Waters 8-K Report, Financial Results (Nov 7, 2023)

Waters Corporation (NYSE: WAT) reported third-quarter 2023 results in an 8-K furnished under Item 2.02, attaching a press release dated November 7, 2023. Net sales were $711.7 million, up less than 1% as reported from $708.6 million, but down 4% in organic constant currency. The company said the Wyatt acquisition added 4% to sales, and that currency translation had minimal impact on the quarter. GAAP diluted EPS was $2.27, versus $2.60 a year earlier, while non-GAAP EPS rose to $2.84 from $2.64. Management cited better-than-expected U.S. and European pharmaceutical growth, offset by weaker performance in China, which spread beyond pharma into industrial and academic and government markets. The company lowered its full-year 2023 organic constant currency sales growth outlook to a range of -2% to -1%, with reported sales growth expected between -1% and flat. Full-year non-GAAP EPS guidance was updated to $11.65 to $11.75. For the fourth quarter, Waters expects organic constant currency sales growth of -8% to -5% and non-GAAP EPS of $3.52 to $3.62. Balance sheet figures show total assets of $4.50 billion at September 30, 2023, up from $3.28 billion at December 31, 2022, with notes payable and debt rising to $2.51 billion from $1.57 billion. The filing states that the Wyatt acquisition drove the increase in debt, and that higher indebtedness is a risk factor for the company. Nine-month business acquisitions, net of cash acquired, totaled $1.29 billion.

Waters 8-K Report, Executive Changes (Oct 24, 2023)

Waters Corporation (NYSE: WAT) filed a Form 8-K on October 24, 2023 to disclose a business unit leadership transition. Jonathan Pratt notified the Company on October 18, 2023 of his decision to resign as Senior Vice President of the Waters Division, effective October 24, 2023, to pursue an external opportunity. He will remain with Waters until October 27, 2023 to ensure a smooth transition. Christos ("Chris") Ross, Senior Vice President of Global Operations, will serve as Interim Senior Vice President of the Waters Division effective immediately, until a permanent successor is named. He will keep his existing Global Operations responsibilities, supported by the Global Operations leadership team and the Executive Committee. The Company has begun a search for a permanent successor and will evaluate both internal and external candidates. CEO Dr. Udit Batra credited Pratt with enhancing commercial capabilities, building a strong leadership team, and serving as a valued Executive Committee member. The filing describes the change as a leadership transition within a single business unit and includes no financial results, guidance, or quantified impact.

Waters 8-K Report, Financial Results (Aug 2, 2023)

Waters Corporation (NYSE: WAT) reported second quarter 2023 results for the quarter ended July 1, 2023, with sales of $741 million, up 4% as reported and 3% in organic constant currency versus $714 million a year earlier. GAAP diluted EPS was $2.55, compared with $2.72 in the second quarter of 2022, while non-GAAP EPS was $2.80, compared with $2.75. Growth was led by Industrial (up 10% as reported) and Academic & Government (up 23%), while Pharmaceutical sales declined 2%. Sales in Asia fell 8% as reported, with China sales declining high teens, offset by Americas (up 10%) and Europe (up 13%). Recurring revenues rose 6% as reported. The Wyatt acquisition contributed 2% to quarterly sales growth. For full-year 2023, Waters now expects organic constant currency sales growth of 0.5% to 1.5% and reported sales growth of 3% to 4%, with the Wyatt transaction adding approximately 2.5%. Non-GAAP EPS guidance was updated to $12.20 to $12.30, including an estimated headwind of approximately 1% from unfavorable foreign exchange. For the third quarter, the company expects organic constant currency sales to decline 2% to 4%, with reported growth of 1% to 3% and non-GAAP EPS of $2.50 to $2.60. The balance sheet shows notes payable and debt rising to $2.63 billion at July 1, 2023 from $1.57 billion at December 31, 2022, following the Wyatt acquisition, which involved business acquisitions of $1.29 billion net of cash acquired in the quarter. Net cash provided by operating activities was $18.1 million for the quarter and $214.9 million for the six months, and adjusted free cash flow was $239.7 million for the first half.

Waters 8-K Report, Shareholder Vote Results (May 24, 2023)

Waters Corporation held its annual meeting of stockholders on May 23, 2023, at which 53,415,914 shares were present or represented by proxy, which the filing states represented approximately 91% of all shares entitled to vote. Stockholders re-elected all nine nominated directors: Linda Baddour, Udit Batra, Ph.D., Dan Brennan, Richard Fearon, Pearl S. Huang, Ph.D., Wei Jiang, Christopher A. Kuebler, Flemming Ornskov, M.D., M.P.H., and Mark Vergnano. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023. On executive pay, stockholders approved, on a non-binding advisory basis, the compensation paid to the company's named executive officers, with 40,067,042 votes for, 9,992,489 against, and 52,994 abstaining. On the frequency of future say-on-pay votes, the holders of 49,531,305 shares favored an annual vote, and the Board determined that the company will hold an advisory vote on named executive officer compensation in its proxy materials every year until another frequency vote is held. The filing is a voting-results notice only. It contains no financial results, guidance, or transactions, so its significance for investors is limited to governance matters: board continuity, auditor retention, and a confirmed annual say-on-pay cadence.

Waters 8-K Report, Acquisition Completed (May 16, 2023)

Waters Corporation (NYSE: WAT) reported in this Form 8-K, dated May 16, 2023, that its wholly-owned subsidiary Waters Technologies Corporation completed the acquisition of all issued and outstanding equity interests of Wyatt Technology LLC under a Share Purchase Agreement dated February 14, 2023. The total purchase price is $1.36 billion in cash, subject to adjustments for closing cash, indebtedness, working capital and transaction expenses. Waters financed the deal with cash on its balance sheet and borrowings under its revolving credit facility. The accompanying press release describes Wyatt as a leader in light scattering and field-flow fractionation instruments, software, accessories and services, with more than 80% of its rapidly growing revenues tied to large molecule applications. Management says the acquisition accelerates Waters' push into bioanalytical characterization for new modalities, including cell and gene therapies, which the company cites as a $1.8 billion total addressable market growing 10-12% annually. The company previously stated the deal is expected to be immediately accretive to revenue growth and margin profile, to generate over $70 million in annual revenue synergies by the fifth year after close, to be accretive to adjusted earnings per share beginning in Q1 2024, and to deliver a high single-digit plus adjusted return on invested capital in year five, net of tax.

Waters 8-K Report, Material Agreement (May 11, 2023)

On May 11, 2023, Waters Corporation entered into a Multi-Currency Note Purchase and Private Shelf Agreement with PGIM, Inc. and the listed note purchasers, and on the same date issued $50,000,000 aggregate principal amount of 4.91% Senior Guaranteed Notes, Series P, due May 11, 2028, and $50,000,000 aggregate principal amount of 4.91% Senior Guaranteed Notes, Series Q, due May 11, 2030. The proceeds may be used for general corporate purposes, including repayment and refinancing of indebtedness, share repurchases, capital expenditures and acquisitions. The agreement provides for additional shelf notes that may be denominated in Sterling and Euros as well as U.S. Dollars. Together with the Company's outstanding 3.44% Series K, 3.53% Series M and 2.25% Series O Notes (an aggregate of $122,000,000), the total notes outstanding under these agreements may not exceed $400,000,000 or the equivalent in applicable currencies. The obligations are guaranteed by the guarantors listed on Schedule C to the agreement. The agreement includes financial covenants requiring a Leverage Ratio of no more than 3.50:1.00 at each fiscal quarter end (or 4.00:1.00 if the Company elects following certain material acquisitions) and an Interest Coverage Ratio of at least 3.50:1.00 for any four consecutive fiscal quarters. It also includes a most favored lender provision, customary events of default, and a make-whole amount on prepayments.

Waters 8-K Report, Financial Results (May 9, 2023)

Waters Corporation (NYSE: WAT) reported first quarter 2023 results for the quarter ended April 1, 2023, as detailed in Exhibit 99.1, a press release dated May 9, 2023. Net sales were $684.7 million, down 1% as reported from $690.6 million a year earlier, and up 3% in constant currency. GAAP diluted EPS fell to $2.38 from $2.62, and non-GAAP diluted EPS was $2.49 versus $2.80. The company said the quarter came in below its expectations, citing weakness in China and the U.S. and a 7% decline in pharmaceutical sales, partly offset by 38% growth in academic and government sales and 4% growth in recurring revenues. Recurring revenues grew 8% in constant currency, which management highlighted as a sign of continued strength. Full-year 2023 guidance now calls for organic constant currency sales growth of 3% to 5% and reported sales growth of 5.5% to 7.5%, including about 2.5% from the pending Wyatt Technology acquisition, which management expects to close in the second quarter. Full-year non-GAAP EPS guidance of $12.55 to $12.75 was reiterated and includes a temporary dilution of about 1% from the Wyatt transaction. For the second quarter, the company expects organic constant currency sales growth of 1% to 3% and non-GAAP EPS of $2.52 to $2.62. Balance sheet data show total assets of $3.31 billion, notes payable and debt of $1.48 billion (down from $1.57 billion at December 31, 2022), and stockholders' equity of $599.8 million. Free cash flow, as adjusted by the company, was $166.5 million in the quarter compared with $175.6 million a year earlier.

Waters 8-K Report, Executive Changes (Mar 28, 2023)

Waters Corporation (NYSE: WAT) filed a Current Report on Form 8-K disclosing that its Board of Directors increased the size of the Board from 9 to 10 members and appointed Richard Fearon as a director effective March 27, 2023, to fill the resulting vacancy. Mr. Fearon will serve until the Company's 2023 annual meeting of stockholders or his earlier resignation, death, or removal. The Board also appointed him to the Audit Committee, which will consist of Linda Baddour, Dan Brennan, and Richard Fearon, and the Board determined he meets New York Stock Exchange independence standards. Mr. Fearon will receive the standard non-employee director compensation. Upon appointment he will receive an initial equity grant valued at $183,333, split equally between a restricted stock award and a non-qualified stock option award, both vesting on the first anniversary of grant. He will also receive a prorated cash retainer of $10,972 through the 2023 annual meeting, plus board meeting fees and expenses. The accompanying press release, filed as Exhibit 99.1 and furnished under Item 7.01, notes that director Edward Conard, a director since 1994, will retire at the 2023 Annual Meeting, leaving a nine-member board afterward with three directors appointed in the last year. Mr. Fearon is the former Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation.

Waters 8-K Report, Material Agreement (Mar 7, 2023)

Waters Corporation entered into an Amendment and Incremental Commitment Agreement dated March 3, 2023 with its subsidiary guarantors, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, amending its Amended and Restated Credit Agreement dated September 17, 2021. The amendment provides for a $200.0 million increase to the existing revolving facility, bringing the aggregate principal amount to $2.0 billion. The amendment also replaces LIBOR with Term SOFR as the benchmark rate for all purposes under the Amended Credit Agreement. The filing states the company is incorporating by reference Item 1.01 into Item 2.03, which covers the creation of a direct financial obligation. The full terms are set out in Exhibit 10.1, which consists of the Amendment and, through its Annex I, the Amended Credit Agreement. For investors, the filing reports a larger committed revolving credit facility and a transition in the benchmark rate used for borrowings. The filing does not describe the company's reasons for the amendment or any drawn amounts.

Waters 8-K Report, Material Agreement (Feb 15, 2023)

Waters Corporation (NYSE: WAT) filed this Form 8-K on February 15, 2023 to report two items: the signing of a definitive agreement to acquire Wyatt Technology Corporation and its fourth-quarter and full-year 2022 results. On February 14, 2023, Waters Technologies Corporation, a wholly-owned subsidiary, agreed to buy all outstanding equity of Wyatt Technology for $1,360,000,000 in cash, subject to customary closing adjustments. Waters will fund the deal from balance sheet cash and its revolving credit facility. Closing is subject to antitrust clearance under the Hart-Scott-Rodino Act, and either party may terminate if the deal has not closed by June 14, 2023. A $15,000,000 fee is payable to Wyatt Technology in certain circumstances if Waters fails to consummate the transaction after closing conditions are satisfied. Waters expects the transaction to close in the second quarter of 2023. For fiscal 2022, Waters reported net sales of $2,971,956 thousand, up 7% as reported and 12% in constant currency, and GAAP diluted EPS of $11.73 versus $11.17 in 2021. Non-GAAP diluted EPS was $12.02, compared with $11.20 in 2021. Fourth-quarter sales were $858,510 thousand, up 3% as reported and 9% in constant currency, with GAAP diluted EPS of $3.81. Net income for 2022 was $707,755 thousand, and net cash provided by operating activities was $611,661 thousand. Cash, cash equivalents and investments were $481,391 thousand at year-end, and notes payable and debt were $1,574,878 thousand. For 2023, Waters guided to organic constant currency sales growth of 5% to 6.5% and reported sales growth of 6% to 8.5%, including a 2% to 3% contribution from the Wyatt acquisition. Non-GAAP EPS guidance is $12.55 to $12.75, including a temporary dilution of about 1% from the deal, with EPS accretion expected starting in the first quarter of 2024. Waters also said it will temporarily suspend its share repurchase program through the remainder of 2023 and use free cash flow to pay down debt.

Waters 8-K Report, Regulation FD Disclosure (Jan 9, 2023)

Waters Corporation (NYSE: WAT) filed this Form 8-K on January 9, 2023 under Item 7.01 (Regulation FD Disclosure) to furnish an investor presentation that CEO Udit Batra intended to present at the J.P. Morgan Healthcare Conference on that date. The filing states the presentation, along with the subsequent Q&A, will include high-level commentary on business performance, and a transcript will be posted on the company's website. The information is furnished rather than filed, so it is not subject to Section 18 liabilities. The presentation highlights strong recent execution: year-to-date organic revenue growth in constant currency of +14% through the third quarter of 2022, with Instruments up +19% and Service up +9%, and a 3-year CAGR of +10% for FY20-22 YTD. Management describes a strategy of pursuing faster-growing adjacencies, citing high-growth markets such as Bio-separations ($1.4BN TAM, 8-10% growth), Bioanalytical Characterization ($1.8BN, 10-12%), LC-MS in Diagnostics ($1.5BN, 8-10%) and Battery Testing ($1.4BN, 18-20%). The company reports trailing twelve month GAAP operating income of $849,312 thousand (28.8% margin) and adjusted non-GAAP operating income of $881,728 thousand (29.9% margin) for the period ended October 1, 2022. The presentation also outlines commercial initiatives, including service attachment up +350bps since 2019 with 650bps remaining against a +1000bps target, and eCommerce adoption with about 35% of Chemistry sales now digital versus 21% in 2019 and a 55% target. Investors should note that the presentation contains forward-looking statements subject to risks, and the 8-K itself includes only the cover-page XBRL exhibit alongside the presentation.

Waters 8-K/A Report, Executive Changes (Dec 14, 2022)

Waters Corporation filed this Form 8-K on December 14, 2022 to amend its earlier Item 5.02 report of November 23, 2022. That earlier filing disclosed that on November 22, 2022, the Board of Directors appointed Dan Brennan and Mark Vergnano to the Board, effective November 23, 2022. This amendment reports that at a December 13, 2022 Board meeting, the Board appointed Dan Brennan to the Audit Committee and Mark Vergnano to the Nominating and Corporate Governance Committee, effective immediately. For investors, the filing is a governance update rather than a financial disclosure. It contains no financial results, guidance, or dollar figures. The main points are the new board members' committee assignments and the fact that those assignments took effect immediately. The November 23, 2022 Form 8-K's Item 5.02 disclosure is incorporated by reference into this filing.

Waters 8-K Report, Executive Changes (Nov 23, 2022)

Waters Corporation (NYSE: WAT) filed a Form 8-K on November 23, 2022 to report that its Board of Directors increased the size of the Board from 7 to 9 members and appointed Dan Brennan and Mark P. Vergnano as directors, effective November 23, 2022. The Board appointed both to fill the newly created vacancies, and each will serve until the 2023 annual meeting of stockholders or earlier resignation, death, or removal. The Board has not yet determined which committees they will join, and it has determined that both meet the New York Stock Exchange independence standards. The new directors will receive the standard non-employee director compensation described in the company's 2022 proxy statement. Each will also receive an initial equity grant valued at $36,666, split equally between a restricted stock award and a non-qualified stock option award, both vesting on the first anniversary of the grant date. Each is also entitled to a prorated 2022 cash retainer of $7,418, plus board meeting fees and expenses. The filing states that the appointments are part of the Board's ongoing refreshment process. According to the accompanying press release (Exhibit 99.1), eight of the nine directors will be independent and five will have been appointed in the last five years. Brennan is Executive Vice President and Chief Financial Officer of Boston Scientific Corporation, and Vergnano is a former Chairman, President and CEO of The Chemours Company.

Waters 8-K Report, Financial Results (Nov 1, 2022)

Waters Corporation (NYSE: WAT) filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish its press release announcing results for the third quarter ended October 1, 2022. Third-quarter sales were $709 million, up 7% as reported and 15% in constant currency versus $659 million a year earlier. Instrument sales grew 21% in constant currency, recurring revenues grew 10% in constant currency, and all major geographies grew double digits in constant currency, with China up 23%. GAAP diluted EPS was $2.60, flat with the prior-year quarter, while non-GAAP EPS was $2.64 versus $2.66, and management cited a headwind of approximately 13% from unfavorable foreign exchange. For the first nine months of 2022, sales were $2,113 million, up 8% as reported and 14% in constant currency. GAAP diluted EPS rose to $7.94 from $7.66, and non-GAAP EPS increased 9% to $8.20. Waters raised its full-year 2022 constant currency sales growth guidance to 11.5% to 12%, with currency expected to reduce reported sales growth by approximately 6%, and updated full-year non-GAAP EPS guidance to $11.85 to $11.95. For the fourth quarter, it expects constant currency sales growth of 6% to 8% and non-GAAP EPS of $3.66 to $3.76. The filing also includes a balance sheet and cash flow data for the quarter. Nine-month net cash provided by operating activities was $412.95 million, and adjusted free cash flow was $361.05 million, compared with $487.99 million a year earlier. Share repurchases totaled $477.17 million for the nine months. The press release is furnished rather than filed, so its content is not subject to Section 18 liability except where specifically incorporated by reference.

Waters 8-K Report, Financial Results (Aug 2, 2022)

Waters Corporation reported second quarter 2022 results in Exhibit 99.1 to this Form 8-K, filed August 2, 2022 for the quarter ended July 2, 2022. Net sales were $714.3 million, up 5% as reported and 10% in constant currency, compared with $681.6 million a year earlier. GAAP diluted EPS was $2.72 versus $2.69, and non-GAAP EPS rose 6% to $2.75 from $2.60, with a headwind of approximately 11% from unfavorable foreign currency translation. Instrument sales grew 7% as reported and 12% in constant currency, while recurring revenues increased 3% as reported and 8% in constant currency. Net income was $164.9 million, compared with $167.3 million in the prior-year quarter. For the first half of 2022, net sales were $1,404.9 million, up 9% as reported and 13% in constant currency. Management raised full-year 2022 guidance to constant currency sales growth of 9.5% to 10.5%, with currency translation expected to reduce reported sales growth by approximately five percentage points. The non-GAAP EPS midpoint was reaffirmed, with an updated range of $11.95 to $12.05. For the third quarter, the company expects constant currency sales growth of 8% to 10% and non-GAAP EPS of $2.50 to $2.60. Separately, under Item 5.02, Thomas Salice notified the company on July 28, 2022 of his retirement from the Board of Directors, and the Board size was reduced from eight to seven directors. The company stated it has an active search underway for new directors. The balance sheet showed cash, cash equivalents and investments of $419.8 million and notes payable and debt of $1,484.4 million as of July 2, 2022.

Waters 8-K Report, Shareholder Vote Results (May 25, 2022)

Waters Corporation held its annual meeting of stockholders on May 24, 2022, with 55,183,440 shares present or represented by proxy, representing approximately 91% of all shares entitled to vote. Stockholders re-elected all eight nominated directors: Linda Baddour, Udit Batra, Ph.D., Edward Conard, Pearl S. Huang, Ph.D., Wei Jiang, Christopher A. Kuebler, Flemming Ornskov, M.D., M.P.H., and Thomas P. Salice. Each director received more For votes than Against votes, with Wei Jiang receiving the most For votes (53,201,063) and Flemming Ornskov the fewest (46,860,089). Stockholders also approved the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022, with 51,843,501 votes For, 3,299,218 Against, and 40,721 Abstaining. In a non-binding advisory vote, stockholders approved the compensation paid to the company's named executive officers, with 46,751,721 For, 6,657,425 Against, and 81,543 Abstaining. The filing reports routine governance outcomes with no new strategic, financial, or transactional disclosures. The results indicate broad support for the board slate and auditor, while the say-on-pay vote received a noticeably larger number of Against votes than the other proposals.

Waters 8-K Report, Regulation FD Disclosure (May 19, 2022)

Waters Corporation (WAT) filed this Form 8-K on May 19, 2022 under Item 7.01 (Regulation FD Disclosure) to furnish an Investor Day presentation (Exhibit 99.1) delivered at the New York Stock Exchange that morning. The presentation covers the company's historical performance, strategic initiatives, and near- and mid-term industry and company outlook. The filing states that 2022 guidance was first disclosed on May 3, 2022, and is included for reference only, with no update or reaffirmation as of the presentation date. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act. The presentation frames Waters around a simple, repeatable business model, citing 2021 revenue of $2.8 billion, a 30.2% adjusted non-GAAP operating margin, and a 5-to-7-year instrument replacement cycle. Management describes Q1 2022 constant currency revenue growth of 16% year over year, with instruments up 26% and service up 9%. The company outlines five Market+ growth drivers expected to add roughly 100 basis points of average annual growth from 2022 to 2024, along with expansion into high-growth adjacencies such as bio-separations, bioprocess characterization, LC-MS diagnostics, battery testing, and sustainable polymers. For the longer term, the presentation lays out a near-term (2023) revenue growth outlook of 4% to 6% constant currency growth plus Market+ execution, and a mid-term (2024+) outlook that adds high-growth adjacencies for a range of 5% to 7%. Margin expansion targets include 100 basis points near term and 20 to 30 basis points net annual expansion beyond that. Capital deployment priorities emphasize funding organic growth first, with share buybacks as the primary means of returning capital and M&A as the main growth investment.

Waters 8-K Report, Financial Results (May 3, 2022)

Waters Corporation (NYSE: WAT) furnished this Form 8-K under Item 2.02 to report results for the quarter and year ended April 2, 2022, with the full press release attached as Exhibit 99.1. The press release reports first-quarter 2022 net sales of $690.6 million, up 13% as reported and 16% in constant currency, compared with $608.5 million a year earlier. GAAP diluted EPS was $2.62 versus $2.37, and non-GAAP diluted EPS was $2.80 versus $2.29. GAAP operating income margin was 28.3% (28.1% prior year) and non-GAAP operating income margin was 30.3% (28.6% prior year). Instrument sales grew 26% in constant currency, while recurring revenues grew 9% in constant currency. U.S. sales grew 28% and China sales grew 17% in constant currency. The company raised its full-year 2022 guidance, now expecting constant currency sales growth of 7.5% to 9% and as-reported growth of 4.5% to 6%, with currency translation expected to reduce full-year sales growth by about three percentage points. Non-GAAP EPS guidance was raised to $11.90 to $12.10 from the GAAP range of $11.68 to $11.88 with adjustments. For the second quarter of 2022, the company expects constant currency sales growth of 6% to 8% and non-GAAP EPS of $2.55 to $2.65, with currency expected to reduce sales growth by about four percentage points. The filing's balance sheet at April 2, 2022 shows cash, cash equivalents and investments of $503.1 million, notes payable and debt of $1.44 billion, and total stockholders' equity of $374.9 million. Net cash provided by operating activities was $198.0 million and adjusted free cash flow was $175.6 million for the quarter. The company also repurchased $170.1 million of treasury shares during the quarter.

Waters 8-K Report, Executive Changes (Apr 1, 2022)

Waters Corporation filed this Form 8-K on April 1, 2022, reporting an event dated March 30, 2022. The filing discloses a single item under Item 5.02: John Ballbach resigned from the Board of Directors of Waters Corporation, effective March 30, 2022. The company thanked him for his service, noting he provided strategic, operational and industry perspective during his tenure. The filing is a limited governance notice. It does not disclose any financial results, guidance, acquisitions, or other financial figures, and it does not state the reason for Mr. Ballbach's departure beyond the resignation itself. Board changes of this kind are typically of modest direct financial consequence, though investors may watch for whether the company names a successor or adjusts committee composition in later filings. For investors, the key takeaway is the board vacancy created by the resignation and the company's stated appreciation for his contributions. No compensation arrangements, replacement director, or other obligations are described in this filing.

Waters 8-K Report, Financial Results (Feb 1, 2022)

Waters Corporation (NYSE: WAT) filed this Form 8-K on February 1, 2022 to furnish its press release announcing results for the quarter and year ended December 31, 2021. Fourth-quarter 2021 net sales were $836.4 million, up 6% as reported and 8% in constant currency, compared with $786.7 million in the fourth quarter of 2020. Diluted GAAP EPS rose to $3.52 from $3.49, and non-GAAP diluted EPS rose to $3.67 from $3.65. Operating cash flow was $217.9 million in the quarter, and adjusted free cash flow was $187.5 million. For fiscal 2021, net sales were $2,785.9 million, up 18% as reported and 16% in constant currency, versus $2,365.4 million in 2020. GAAP diluted EPS was $11.17 (up from $8.36) and non-GAAP diluted EPS was $11.20 (up from $9.05). Instrument system sales grew 23% and recurring revenues grew 13% as reported, and adjusted free cash flow for the year was $675.5 million versus $726.4 million in 2020. Sales grew in pharmaceutical (20%), industrial (17%) and academic and government (7%) markets, and in Asia (20%), the Americas (16%) and Europe (17%) on an as-reported basis. For 2022, Waters guided to constant currency sales growth of 5% to 7% and non-GAAP diluted EPS of $11.75 to $12.00, with currency expected to reduce sales growth by about one percentage point. For the first quarter of 2022, it expects constant currency sales growth of 6% to 8% and non-GAAP EPS of $2.25 to $2.35, with currency expected to reduce growth by about three percentage points.