WAT SEC Filings

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 Quarterly Report for Q3 Ended Jul 4, 2026

Waters Corporation reported a second quarter 2026 net loss of $136 million, or $1.39 per diluted share, compared with net income of $147 million, or $2.47 per diluted share, in the second quarter of 2025. Total net revenues were $1.645 billion, up from $771 million, driven primarily by the acquisition of the Biosciences and Diagnostic Solutions (BDS) business of Becton, Dickinson and Company, which closed on February 9, 2026 and contributed $817 million of revenue in the quarter. The filing states that legacy revenue, excluding the BDS business, increased 7% in the quarter and 10% for the first half of 2026. For the first half, the company reported a net loss of $208 million and an operating loss of $134 million, compared with operating income of $340 million a year earlier. The acquisition was structured as a Reverse Morris Trust transaction, with Waters issuing 38,542 thousand shares to BD shareholders, valued at $12.8 billion, and assuming $4.0 billion of debt. Total debt rose to $5.086 billion at July 4, 2026, from $1.407 billion at December 31, 2025, and goodwill increased to $9.421 billion from $1.340 billion. Operating cash flow for the first half fell to $198 million from $301 million, which the company attributes mainly to a $673 million receivable due from BD, transaction and integration payments, and the timing of settlements. Acquisition-related inventory step-up expense of $253 million, purchased intangibles amortization, interest expense, and integration costs weighed on results. The company also recorded $52 million of severance costs from a workforce reduction affecting about 3% of employees, and it states that the IEEPA tariff refund amount is uncertain, so no material refund has been recognized. Management notes that the company may be eligible for tariff refunds following a February 2026 U.S. Supreme Court ruling, but recoverability and timing remain uncertain.

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 Quarterly Report for Q2 Ended Apr 4, 2026

Waters Corporation's first-quarter 2026 results (quarter ended April 4, 2026) reflect the February 9, 2026 completion of the acquisition of the Biosciences & Diagnostic Solutions (BDS) business of Becton, Dickinson and Company, structured as a Reverse Morris Trust transaction. The acquisition issued 38,542 thousand shares of Waters common stock, with a total BDS Business Acquisition consideration of $12.96 billion, and it dramatically changed the comparability of the financials. Total revenues rose to $1.267 billion from $662 million, with the filing attributing $520 million of the increase to BDS Business revenue since the Closing Date. Excluding BDS, legacy revenue increased 13%, led by broad-based growth across product lines and regions. Profitability weakened sharply. The company reported an operating loss of $47 million, compared with operating income of $152 million in the prior-year quarter (the MD&A cites $151 million on a recast basis), and a net loss of $72 million, or $(0.87) per diluted share, versus net income of $121 million, or $2.03 per diluted share. The filing attributes the swing to $99 million of acquisition-related inventory and fixed asset fair value step-up expense, $140 million of incremental purchased intangibles amortization, higher interest expense, and $83 million of transaction, integration and other internal costs. Net cash used in operating activities was $3 million, compared with $260 million provided a year earlier, which management attributes largely to a $140 million net receivable due from BD and $88 million of transaction and integration payments. The balance sheet expanded significantly, with total assets of $24.53 billion (up from $5.08 billion), goodwill of $9.32 billion, intangible assets of $8.78 billion, and total debt of $5.22 billion, including $3.5 billion of Senior Notes issued by a subsidiary, Augusta SpinCo Corporation, in March 2026. The company also disclosed that it may be eligible for a refund of tariffs following a February 20, 2026 U.S. Supreme Court decision, but has not recognized any material amount as of April 4, 2026.

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 Annual Report, Year Ended Dec 31, 2025

Waters Corporation reported 2025 total net sales of $3.17 billion, up from $2.96 billion in 2024, with product sales of $1.98 billion and service sales of $1.19 billion. Operating income was $802.6 million, down from $826.4 million, and net income was $642.6 million, or $10.76 per diluted share, compared with $10.71 in 2024. Management attributed the operating income decline to approximately $82 million of transaction, integration and other internal costs tied to the BDS Business Acquisition, plus $20 million of ERP implementation expenses. Operating cash flow was $653 million, down from $762 million, reflecting tax payments, ERP costs and acquisition-related payments. The most consequential event is the February 9, 2026 completion of the acquisition of the Biosciences and Diagnostic Solutions businesses of Becton, Dickinson and Company, structured as a Reverse Morris Trust, at a total purchase price including assumed debt of $16.8 billion. BD shareholders own approximately 39.2% of the combined company and existing shareholders own approximately 60.8%. To fund a $4.0 billion cash distribution to BD, the company assumed $4.0 billion of term loans: a $3.5 billion tranche maturing in February 2027, which management plans to refinance in the first quarter of 2026 with long-term bonds, and a $500 million tranche maturing in February 2028. The 2025 results do not include the BDS Business, so the filing's 2025 figures reflect the standalone Waters and TA business only. Management expects cost synergies of approximately $200 million within three years and revenue synergies of approximately $290 million within five years. Key risks highlighted include integration execution, the substantial increase in indebtedness, goodwill and intangible impairment exposure, tariff and trade policy uncertainty (including a February 20, 2026 Supreme Court decision invalidating certain IEEPA tariffs), and China demand. The company has not paid dividends in the past three fiscal years.

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 Quarterly Report for Q3 Ended Sep 27, 2025

Waters Corporation reported third-quarter 2025 total net sales of $799.9 million, up 8% from $740.3 million a year earlier, and nine-month net sales of $2.23 billion, up 7%. Growth was driven by strong customer demand for Waters Division products and services across most geographies, end markets and product lines. Chemistry consumables sales rose 14% in the quarter and Waters instrument systems rose 6%. Operating income fell 9% to $192.1 million in the quarter, reflecting approximately $31 million of transaction and integration costs tied to the Merger, $6 million of ERP implementation expenses and higher selling and administrative costs. Net income was $148.9 million, or $2.50 per diluted share, versus $161.5 million, or $2.71, a year earlier. For the nine months, net income rose to $417.4 million, or $7.00 per diluted share, from $406.4 million, or $6.83. The pending Reverse Morris Trust transaction to combine Becton, Dickinson and Company's Biosciences & Diagnostic Solutions business dominates the balance sheet outlook. The transaction is valued at approximately $17.5 billion, with BD shareholders expected to own about 39.2% and existing Waters shareholders about 60.8% of the combined company. It is expected to close around the end of the first quarter of 2026. SpinCo is expected to incur $4 billion of new debt that Waters would assume, and Waters has a $1.8 billion 364-day bridge facility commitment. The Company must pay a $733 million termination fee in certain circumstances, and transaction-related expenses and financing fees are estimated at about $140 million in total. Total debt was $1.41 billion at September 27, 2025, down from $1.63 billion at December 31, 2024, and cash and cash equivalents rose to $459.1 million. Net cash provided by operating activities was $488.0 million for the nine months, compared with $522.0 million a year earlier. Investors should note that the filing flags tariff exposure, the U.S. government shutdown that began in October 2025 as a potential source of merger-approval delays, and a possible Waters Special Dividend of zero to approximately $1.8 billion depending on the share count issued in the merger. The Company has not paid dividends and has no current plans to do so.

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 Quarterly Report for Q2 Ended Jun 28, 2025

Waters Corporation's second-quarter 2025 Form 10-Q, filed August 4, 2025, reports net sales of $771.3 million for the three months ended June 28, 2025, up from $708.5 million a year earlier, and net income of $147.1 million, or $2.47 per diluted share, versus $142.7 million and $2.40 in the prior-year quarter. For the first half of 2025, total net sales were $1.43 billion and net income was $268.5 million, or $4.50 per diluted share. Operating income for the quarter was $188.2 million, roughly flat with $189.1 million a year earlier, as higher sales were offset by higher selling and administrative expenses, which included about $14 million of transaction costs tied to the pending merger. Net cash from operating activities was $300.7 million for the first half, compared with $317.4 million in the prior-year period, and cash and cash equivalents rose to $367.2 million at June 28, 2025. The most significant development is the July 13, 2025 definitive agreement to combine with Becton, Dickinson and Company's Biosciences & Diagnostic Solutions business in a Reverse Morris Trust transaction valued at approximately $17.5 billion as of signing. BD shareholders are estimated to own about 39.2% of the combined company and Waters shareholders about 60.8%. The company expects to assume approximately $4 billion of incremental debt and must pay BD a $733 million termination fee in certain circumstances. Closing is expected around the end of the first quarter of 2026, subject to regulatory approvals and Waters shareholder approval. The company has also secured a $1.8 billion 364-day bridge loan commitment. On the balance sheet, total debt was $1.46 billion at June 28, 2025, down from $1.63 billion at December 31, 2024, and $260 million of notes became current. Net sales growth was driven by instrument systems and chemistry consumables, with China chemistry sales helped by approximately $8 million of pull-forward ahead of new tariffs. U.S. sales declined 1% in the quarter, and TA instrument sales in the U.S. fell 21% in the first half.

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 (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, 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 Quarterly Report for Q1 Ended Mar 29, 2025

Waters Corporation's Form 10-Q for the first quarter ended March 29, 2025 reports total net sales of $661.7 million, up from $636.8 million in the first quarter of 2024, with product sales rising 6% and service sales flat. Operating income increased 13% to $151.7 million, and net income rose 19% to $121.4 million, or $2.03 per diluted share versus $1.72 a year earlier. The filing attributes the operating income increase mainly to higher sales volume and the absence of $8 million of restructuring expense and $10 million of patent litigation expense recorded in the prior-year quarter. Instrument system sales increased 9%, while recurring revenues rose 1%, with foreign currency translation reducing total sales growth by 3%. Cash generation was steady, with net cash provided by operating activities of $260 million versus $263 million a year earlier, and the company reduced net debt borrowings by $170 million. Total debt stood at $1.46 billion at quarter end, including a $100 million note payable classified as current, and cash and cash equivalents rose to $383 million. Stockholders' equity increased to $1.96 billion. The company made no open market share repurchases in 2025 or 2024, with $1.0 billion remaining under its authorization. The filing highlights tariffs as a key uncertainty. The U.S. government has issued tariffs on imported goods, with the effective date delayed until July 2025 for all countries except China, and management states these could have a significant impact on the statement of operations and cash flows, though it expects offsetting actions to mitigate a substantial portion of the impact. The company also notes an ongoing ERP implementation expected to cost approximately $130 million over three years.

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 Annual Report, Year Ended Dec 31, 2024

Waters Corporation's 2024 annual report shows net sales were flat at $2.96 billion, with product sales down to $1.84 billion and service sales up to $1.11 billion. Net income declined 1% to $637.8 million, and diluted EPS was $10.71 versus $10.84 in 2023. Operating income rose slightly to $826.4 million, though foreign currency translation reduced operating income by $43 million. China was a major drag: sales there fell to $397 million from $565 million in 2022, and the company cut about 2% of its workforce in March 2024, primarily in China. The company's two segments, Waters (LC, MS and chemistry consumables) and TA (thermal analysis, rheometry and calorimetry), were aggregated into one reporting segment. Waters instrument system sales fell 7% in 2024, while chemistry consumables rose 4% and Waters service sales rose 6%. Services remain a key earnings support, representing over 35% of Waters sales in 2024. The Wyatt Technology acquisition, completed in May 2023 for $1.3 billion in cash, contributed $111 million of net sales in 2024. Balance sheet and capital allocation: total debt was $1.6 billion at year-end 2024, down from $2.36 billion, and cash and investments were $325 million. Operating cash flow was $762 million, up from $603 million. The company made no open-market share repurchases in 2024 and has $1.0 billion remaining under its repurchase authorization, which was extended through January 2028. The company approved a new ERP system in December 2024, expected to cost about $130 million over three years, and management believes existing resources are sufficient for at least the next twelve months.

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 Quarterly Report for Q3 Ended Sep 28, 2024

Waters Corporation's Form 10-Q for the quarter ended September 28, 2024 shows a quarter of higher sales and profit, with a tougher nine-month picture. Third-quarter total net sales were $740.3 million, up from $711.7 million a year earlier, and net income rose to $161.5 million from $134.6 million. Diluted EPS was $2.71 versus $2.27. For the first nine months, net sales declined to $2.09 billion from $2.14 billion, and net income fell to $406.4 million from $426.0 million. The filing attributes the nine-month weakness to customers delaying instrument system purchases in the first half of 2024, with instrument system sales down 11% and mass spectrometry particularly affected, partly offset by growth in chemistry consumables and services. The balance sheet improved on the debt side. Long-term debt fell to $1.83 billion from $2.31 billion, the Credit Facility balance dropped to $570 million from $1.05 billion, and $50 million of notes matured in June 2024. Total stockholders' equity rose to $1.60 billion from $1.15 billion. Cash and cash equivalents were $330.5 million at quarter end. Operating cash flow for the nine months was $522.0 million, compared with $372.7 million in the prior-year period, and the company made no open-market share repurchases in 2024. The filing also reports a $1.3 million litigation provision in the quarter and $11.6 million year to date, primarily related to a patent litigation settlement. Management cited higher third-quarter sales volume and workforce-reduction savings for the operating income increase, and noted that foreign currency translation is expected to weigh on sales and gross profit for the remainder of 2024. The company also established a private $200 million Master Note Facility in July 2024, but had not issued any notes under it as of the filing date.

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 Quarterly Report for Q2 Ended Jun 29, 2024

Waters Corporation's second-quarter 2024 Form 10-Q, filed July 31, 2024, shows a weaker top line and lower profitability. Total net sales for the three months ended June 29, 2024 were $708.5 million, down 4% from $740.6 million a year earlier, and net income was $142.7 million versus $150.6 million. For the six months, net sales were $1.35 billion (down 6%) and net income was $244.9 million (down 16%). Management attributes the decline mainly to customers delaying instrument system purchases amid cautious capital spending. Instrument system sales fell 14% in the quarter and 17% in the first half, led by mass spectrometry, while recurring revenues (chemistry consumables and services) grew 4% in both periods. China was a notable weak spot, with sales down 13% in the quarter and 20% for the first half. Profitability and cash flow were mixed. Operating income declined 5% in the quarter and 14% for the first half, and the first half included a $10 million patent litigation settlement and first-quarter severance costs tied to a workforce reduction of about 2%. Diluted EPS was $2.40 for the quarter, down from $2.55. Operating cash flow improved to $317 million from $215 million, helped by lower incentive bonus payments and better working capital. Total debt fell to $2.01 billion from $2.36 billion at year-end 2023, as $520 million of debt was repaid, including a $300 million reduction in the credit agreement balance. The filing also reports a $200 million private Master Note Facility Agreement entered into on July 12, 2024, under which no notes had been issued as of July 31, 2024. Management still expects foreign currency translation to weigh on sales and gross profit for the remainder of 2024. The company has $1.0 billion remaining under its share repurchase authorization and states it has not paid dividends.

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 Quarterly Report for Q1 Ended Mar 30, 2024

Waters Corporation reported a first quarter 2024 (three months ended March 30, 2024) with total net sales of $636.8 million, down 7% from $684.7 million in the prior-year quarter. Operating income fell 23% to $133.8 million from $174.2 million, and net income declined to $102.2 million, or $1.72 per diluted share, from $140.9 million, or $2.38 per diluted share. The filing attributes the sales decline mainly to lower customer demand, with customers delaying instrument system purchases amid cautious capital spending. Instrument system sales fell 20%, while recurring revenues (chemistry consumables and services) rose 3%. Operating income was also pressured by Wyatt acquisition-related costs, March 2024 severance costs tied to a workforce reduction of about 2% of employees (primarily in China), and $10.2 million of patent litigation provisions. Cash flow from operations improved to $262.9 million from $196.8 million, driven by lower annual incentive bonus payments and better working capital. The company used $292.2 million in financing activities, mainly to repay $300 million of debt, reducing total debt to $2.06 billion from $2.36 billion at year-end 2023. Cash and cash equivalents declined to $337.3 million. Waters temporarily suspended share repurchases following its May 2023 acquisition of Wyatt Technology, which was completed for $1.3 billion in cash. The company has $1.0 billion remaining under its share repurchase authorization. The filing reports that management concluded disclosure controls were effective and that no material changes occurred in risk factors relative to the 2023 Form 10-K. Stockholders' equity rose to $1.26 billion from $1.15 billion, and goodwill was $1.30 billion at March 30, 2024.

Waters Annual Report, Year Ended Dec 31, 2023

Waters Corporation reported 2023 total net sales of $2,956,416 thousand, a 1% decrease from $2,971,956 thousand in 2022, while operating income fell 6% to $817,676 thousand and net income declined 9% to $642,234 thousand, or $10.84 per diluted share. The filing attributes the sales decline mainly to a 22% reduction in China sales, which fell to $440,707 thousand from $565,143 thousand. Excluding China, the Company says sales grew 5%, and the Wyatt Technology acquisition, completed May 16, 2023 for a total purchase price of $1.3 billion in cash, added 3% to sales growth. Operating margin declined to 27.7% from 29.4%, reflecting merit-related salary increases, $26 million in severance costs tied to a July 2023 workforce reduction of about 5% of employees, and Wyatt-related costs. Cash flow from operations was $603 million in 2023 versus $612 million in 2022. Total debt rose to $2.4 billion at December 31, 2023 from $1.6 billion, largely from borrowings used to fund Wyatt, and the Company temporarily suspended share repurchases after repurchasing $58 million of stock in 2023 compared with $616 million in 2022. The Company had $396 million of cash, cash equivalents and investments at year-end and a remaining repurchase authorization of $1.0 billion. The filing also highlights the Company's dependence on the pharmaceutical sector, which represented 57% of 2023 net sales, and on instrument demand that can fluctuate with customer capital spending and academic and government funding. Management believes existing resources and borrowing capacity will be sufficient to meet obligations for at least the next twelve months.

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 Quarterly Report for Q3 Ended Sep 30, 2023

Waters Corporation's Form 10-Q for the quarter ended September 30, 2023 shows third-quarter net sales of $711.7 million, roughly flat versus $708.6 million a year earlier, while net income fell to $134.6 million from $156.0 million and diluted EPS was $2.27 versus $2.60. For the first nine months, net sales rose to $2.14 billion from $2.11 billion, and net income was $426.0 million versus $480.7 million. Operating income decreased 7% in the quarter and 6% for the nine months, driven by higher salary expenses, severance costs tied to a July 2023 workforce reduction affecting about 5% of employees, and Wyatt acquisition-related costs. The filing states that China was a significant drag, with sales there down 27% in the quarter and 17% for the nine months, while sales excluding China grew 7% and 5% respectively. The defining event of the period is the May 16, 2023 acquisition of Wyatt Technology for a total purchase price of $1.3 billion in cash, financed with balance sheet cash and revolver borrowings. Goodwill rose to $1.31 billion from $430 million and intangible assets to $631 million from $227 million. Total debt increased to $2.51 billion from $1.57 billion at year-end 2022, and long-term debt was $2.46 billion. Cash and equivalents fell to $336 million from $481 million. Operating cash flow was $373 million for the nine months, down from $413 million, and the company temporarily suspended share repurchases following the acquisition, with $1.0 billion remaining authorized. The filing also reports that Waters expects full-year 2023 interest expense of approximately $80 million and that foreign currency translation will be negative to sales for the remainder of 2023. Management concluded disclosure controls were effective as of September 30, 2023, with no material changes in internal control over financial reporting.

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 Quarterly Report for Q3 Ended Jul 1, 2023

Waters Corporation's second-quarter 2023 Form 10-Q reports total net sales of $740.6 million for the three months ended July 1, 2023, up from $714.3 million a year earlier, and net income of $150.6 million versus $164.9 million. Diluted EPS was $2.55 compared with $2.72. For the six months, net sales were $1.43 billion and net income was $291.5 million, with diluted EPS of $4.95 versus $5.35. The filing attributes the quarterly sales increase partly to the Wyatt acquisition, which added about 2 percentage points of growth, while foreign currency translation reduced growth by 1 percentage point. Instrument system sales increased 1% in the quarter, but China declined 17%, and excluding China, instrument system sales increased 12%. The balance sheet changed significantly because of the May 16, 2023 acquisition of Wyatt Technology for $1.3 billion in cash. Goodwill rose to $1.31 billion from $430 million at year-end 2022, and intangible assets rose to $650 million from $227 million. Total debt increased to $2.63 billion from $1.57 billion, and cash and cash equivalents declined to $330 million from $481 million. Operating cash flow for the first half was $215 million, compared with $255 million in the prior year period. The company temporarily suspended share repurchases following the acquisition. In July 2023 Waters reduced its workforce by approximately 5% of employees, which it expects to cost about $30 million in severance in the third quarter of 2023, with estimated annual savings of about $45 million. The company estimates full-year 2023 interest expense of approximately $80 million. Operating income for the quarter was $199.9 million, flat with the prior year, and the operating margin was 27.0% compared with 27.9%.

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 Quarterly Report for Q2 Ended Apr 1, 2023

Waters Corporation (WAT) reported first-quarter 2023 results for the three months ended April 1, 2023. Total net sales were $684.7 million, compared with $690.6 million in the prior-year quarter, a decline of 1%. Product sales fell 3% to $436.5 million, while service sales rose 4% to $248.2 million. Operating income was $174.2 million, down 11% from $195.5 million, and net income was $140.9 million, or $2.38 per diluted share, versus $159.8 million and $2.62 a year earlier. Management attributed the sales decline to weaker customer demand for instrument systems in the U.S., Europe and China, with foreign currency translation reducing sales growth by 4%. Operating income was pressured by higher salary expenses, Wyatt acquisition due diligence costs and a roughly $16 million negative effect from foreign currency translation. The most significant pending event is the agreement, signed February 14, 2023, to acquire Wyatt Technology for $1.4 billion in cash, to be financed from balance sheet cash and the revolving credit facility, with closing expected in the second quarter of 2023. A $15 million one-time fee is payable to the sellers if the agreement is validly terminated in certain circumstances. Share repurchases have been temporarily suspended because of this acquisition; $58 million of stock was repurchased in the quarter, and $1.0 billion remained authorized for future repurchases. Cash flow from operations was $196.8 million, and cash and cash equivalents ended the quarter at $486.1 million. Total debt was $1.48 billion, including $1.3 billion of senior unsecured notes and $175 million drawn on the credit facility. The credit facility was amended on March 3, 2023 to increase borrowing capacity by $200 million to $2.0 billion. The company stated it was in compliance with all debt covenants.